Carol & Ryan At School

They fell back onto the bed, Ryan still sucking on her breasts, their legs intertwined. By now, Cathy could feel his cock growing in his pants as it pressed against her leg. Slowly reaching down as he continued to suck her breasts, Cathy let her hand lightly rub against his cock, softly stroking it through his pants. As she continued to stroke his cock, Ryan let one hand slide up her skirt to rub her ass through her panties. Cathy began pushing against him as he massaged her ass, squeezing her cheeks and rubbing them through her panties. Then she felt his hand slide under her panties to cup her ass in his hand.

The feel of his hand on her bare ass really got her going, as she began to really squeeze his cock through his pants. Tugging her panties down with his hand, Ryan continued to massage her ass, though now without her panties in the way. Then he let the back of his hand slide between her legs and brush against her pussy, which he could feel the heat emanating from. Cathy groaned as she grasped his cock in her hand, squeezing it as he continued to rub her pussy with the back of his hand. Then pushing her so that she was lying on her back, he pushed her legs apart and cupped her pussy in his hand, letting his middle finger press between her cunt lips, feeling the moist, warm center of her pussy.

Cathy groaned and pressed her pussy into his hand as she felt his finger slide between her lips as she feverishly clasped his cock. Ryan began to slowly and gently explore her pussy with his fingers, letting them slide along her cunt lips, squeezing and massaging them. He let his fingers find her hole and make little circles around it, glide across the entrance to it, never entering despite Cathy's pressing against his hand. Then he let his fingers seek out her clit, which he again circled with his fingers, never letting them touch it.

By this time, Cathy was in another world as Ryan's fingers continued to play in her pussy, stimulating her. She just lay on her back, her legs spread wide, eyes closed as Ryan played with her. Then she felt Ryan shifting position and felt her skirt lift up. Opening her eyes, she saw Ryan kneeling between her legs, her skirt up around her waist as he stared at her pussy. Quickly reaching under herself, Cathy undid her skirt and pulled it away, leaving her totally naked on the bed in front of Ryan, kneeling between her wide spread legs, her pussy exposed to his gaze.

As Ryan knelt between her thighs, he could see her fiery red hair glistening on her pussy, the pale white skin surrounding it setting a sharp contrast. He reached forward with his hands and gently pried her pussy lips open, showing him her pussy. He could see her clit, all hard and straining to escape, and her inner cunt lips pouting open, revealing her hole which was glistening with her juices. Quickly crawling up to kiss her, Ryan returned to her pussy, which he again opened with his hands. Sticking his tongue out of his mouth as far as he could so that Cathy could see it, he slowly lowered his face to her pussy, letting his tongue slide right up into her hole, not stopping until he had plunged it in as far as it would go.

Cathy choked off a scream as she felt his tongue slide up into her. She had never felt anything like it before. As Ryan continued to fuck her pussy with his tongue, Cathy was rubbing and pulling on her breasts, twisting her nipples as he drove her crazy with his tongue. They Ryan began to lick her pussy up and down, slurping up her juices as they flowed. When he got to her clit, he began to tease it with the tip of his tongue, slashing it and teasing it, causing Cathy to writhe on the bed, moaning from the pleasure of his tongue. Then she screamed as her orgasm tore through her, while at the same time Ryan plunged his tongue deep into her hole, swirling it around as he sucked up her juices which were pouring from her as she orgasmed.

Carol, meanwhile, had been watching everything from the mirror in the wall. She, too, was impressed with Cathy's pussy, never having seen one up close like that except her own. Watching Ryan fucking her with his tongue had really gotten her hot and she had pulled her own panties off and was frigging her pussy with her hand as she watched him eating her. When she heard Cathy scream, she decided that she would go in and join them under the pretext of seeing what was wrong.

Quickly leaving her room, Carol burst into Ryan's room, shouting, "What's wrong, what's wrong?"

Cathy was still exhausted from her orgasm and somewhat disoriented, so when Carol burst into the room, she didn't quite react, especially since Ryan's tongue was still stuck way up her pussy. As she realized that Carol had come into the room, she unsuccessfully struggled to cover up, but this was futile with Ryan lying between her legs, his tongue stuck in her pussy. Carol feigned surprise, then embarrassment, explaining that she had heard her scream and thought something had happened. Shaking her head with embarrassment, Cathy just lay there.

"I see now why you screamed," Carol said. "I'm sorry, I didn't mean to bother you. I see you've met Ryan's tongue."

"You know about his tongue?" Cathy managed to croak while Ryan continued to lick and suck on her pussy.

"I told you, we've been best friends forever. I know everything about him," Carol said, walking over to the bed to sit by her head.

Stroking her face, Carol explained that as kids Ryan's tongue had caused everyone to tease him, until he started dating, then nobody said anything ever again. At this point, Ryan sat up, his face gleaming with Cathy's pussy juices.

"Are you okay?" he asked, reaching up to caress her breasts.

"I'm fine," she said, "just exhausted, and a little embarrassed," as she looked at Carol still sitting by her head. "I'm not accustomed to what you just did and I'm certainly not used to someone watching me."

"I'm sorry, I'll leave," Carol said. "I didn't mean to embarrass you."

"No, that=s okay," Cathy said. "I mean, you live here and you know Ryan pretty good it seems."

"Yeah, I do," Carol said with a grin. "And you haven't seen the rest of him yet, either. You think his tongue's something, wait until you see the rest."

Cathy blushed as took in her meaning, remembering what he had felt like through his pants.

"Well, what are you doing here?" Ryan asked. "Are you going to just sit there and talk and watch or what?"

"I'm sorry, I just got turned on watching your tongue in action," she said. "Do you want me to go?"

"That's not a fair question," Ryan complained. "I don't have any secrets from you, but we were getting into something here."

"Would you like me to leave you two?" Carol asked Cathy, bending over and kissing her softly.

As Cathy started to respond, Ryan bent again to her pussy and began to drag his tongue through it. As Cathy moaned in delight, Carol again leaned over and kissed her, this time feeling Cathy's tongue come fluttering into her mouth. Carol had never been with another woman, but Cathy's tongue was so sweet that she returned her kiss, swirling her tongue around Cathy's in reply, while at the same time reaching over and cupping one of her breasts in her hand, feeling it and squeezing the nipple.

Standing up, Carol leaned over and whispered into Ryan's ear. Without missing a lick, Ryan undid his pants and Carol helped him to pull them off, releasing his monster cock. Moving back up the bed to Cathy's head, Carol sat down, tugged her skirt up so that her pussy was exposed, and held Cathy's head in her lap as Ryan continued to suck her. Cathy clutched Carol's thighs as Ryan's tongue drove her crazy, while at the same time Carol was rubbing her breasts, massaging them and tugging on her nipples, while at the same time with her other hand playing with her own pussy.

Then Ryan stopped his oral assault on Cathy's pussy and stood up and moved to where Carol was sitting with Cathy's head in her lap, his huge cock swinging in front of him. When Cathy opened her eyes and saw it, she gasped. She had never seen anything so big before. As Ryan stood by the bed next to them, his cock hung over Cathy's face and right in front of Carol's. Cathy just stared in amazement at it as Carol continued to rub her breasts.

With Ryan's cock hanging right in front of her face, Carol was really getting horny. She had endured sitting there watching as Ryan gave Cathy's pussy a treat that she was all too familiar with and now his cock was just hanging right in front of her face and she was horny. Continuing to rub Cathy's breasts with one hand, she reached out with the other and grasped his cock in her hand, eliciting a gasp from Cathy. Leaning slightly forward, she stuck her tongue out and licked the end of his cock, tasting the drop of pre-cum that had formed there. Then reaching down and holding one of Cathy's hands, Carol brought her hand up to Ryan's cock and encouraged her to grasp it.

Cathy gasped as she grabbed Ryan's cock in her hand. It was so big she couldn't get one hand all the way around it. Forgetting about Carol sitting there, she reached up with her other hand and grasped his cock in both hands, squeezing it. Ryan quickly straddled her chest, his cock pointing at her face. As Carol watched her, Cathy seemed mesmerized as she squeezed and pumped on Ryan's cock. When another drop of pre-cum appeared on the end of his cock from her attentions, Cathy stuck out her tongue and Ryan pushed his cock to her mouth, letting her lick the end and taste him.

Then Cathy opened her mouth and let the head of his cock slide into it, softly sucking on the head of his cock and running her tongue all around it. She wasn't able to let much of it into her mouth, but Cathy closed her eyes and sucked and licked what she could in delight, all the while clutching it with both hands. After several minutes of this, Ryan gently disengaged himself from her grip and positioned himself between her legs again, this time with his cock pointing at her pussy.

Carefully rubbing the head of his cock up and down in her pussy, Ryan positioned it at the entrance to her hole. As Cathy gasped, Ryan gently pushed his cock against the entrance to her pussy, steadily pushing until the head of his cock pushed into her, causing her to grunt as he stretched her pussy wide. As Cathy reached down and grabbed her knees to keep them spread as far as possible, Carol stood up and quickly removed her clothes, then sat back down on the bed near Cathy's head.

Ryan then began to push his cock into her pussy, slowly and gently sliding it back and forth, each time letting a little more of it push into her. Cathy was gasping each time she felt his cock push into her. Even her first time hadn't felt anything like this. Slowly but surely Ryan pushed his cock into her pussy until it totally disappeared. When he had succeeded in burying himself in her pussy completely, he just let his cock sit there, throbbing inside her pussy while feeling her pussy muscles clasping and unclasping at the unaccustomed size of him. Then he slowly started pumping his cock in and out of her pussy, gently fucking her.

Cathy's mouth was stuck in the open position, sort of looking like a fish as she gasped each time Ryan plunged his cock deep into her. As he picked up his rhythm Cathy began to respond to him, wriggling her ass and trying to thrust up at him to meet his thrusts at her. Soon they were fucking with regular abandon. Carol was beside herself with horniness as the sound of Ryan's cock sluicing in and out of Cathy's pussy filled the room, as well as the smells of her pussy heating up.

Carol was feverishly rubbing her own pussy as Ryan fucked Cathy, pumping his huge cock in and out of her pussy, whose lips Carol could see grasping his cock each time he pulled back. Then Ryan reached down and began to rub Cathy's clit as he fucked her, causing her to really begin to moan and thrash around on the bed. Very quickly, Cathy's orgasm swept over her, shaking her body as Ryan continued to pound her pussy. Then as she came and came, Ryan gave a shout and began to shoot his cum into her pussy, plunging it deep into her as he came.

Cathy had her legs locked around his back as he pumped his cum into her pussy, holding him against her as deeply as possible. When he had finished cumming, Ryan just collapsed forward on Cathy, his face laying on her breasts. After a few moments, Ryan rolled over onto his back, his cock sliding free of her pussy, all covered with their combined juices.

Carol couldn't stand it anymore. Crawling over Cathy's body to Ryan, she took his cock in her mouth and began to suck on it, slurping the remains of Ryan and Cathy's cum from his cock. She could taste Cathy's pussy on Ryan's cock and found it very stimulating, as it was quite different from her own taste. When she finished sucking Ryan's cock clean, she looked over at Cathy's pussy, which was gaping open from the fucking it had just received, cum oozing from it. Curiously, Carol positioned herself between Cathy's legs and studied her pussy, then flicked her tongue out and tasted the cum oozing from it. Then she began to lick and suck Cathy's pussy in earnest, slurping up the cum cocktail that they had just provided for her delight. Cathy's eyes were still shut, but she began to moan as Carol's tongue aroused her with her feasting. Ryan sat up and watched with delight as his sister sucked the cum from Cathy's pussy. This was better than he had imagined.

While Carol was sucking Cathy's pussy, Ryan quickly jumped up and shoved his already hardened cock into Carol's pussy from behind, fucking her while she ate Cathy. Feeling the bed moving, Cathy opened her eyes and saw that it was Carol that was sucking between her legs. As she started in surprise, she realized that Ryan was fucking her from behind at the same time. She felt herself start to panic, but then Carol's tongue pushed any thoughts of panic from her mind and she propped herself on her elbows to watch.

After Ryan had been pumping Carol's pussy for a while, he felt his balls churn in preparation to cum. Pulling his cock from her pussy, he moved up the bed to Cathy and encouraged her to open her mouth and suck on him. Cathy hesitated slightly before opening her mouth, then willingly let Ryan slide his gooey cock into her mouth. As she tasted Carol's pussy on his cock, Cathy lightly sucked on it, finding it musky and exciting. Letting her mouth just hang open, she let Ryan fuck her mouth, sliding his cock in and out of her mouth. Then he began to cum, shooting his cum into her mouth, filling it. Cathy struggled to swallow his cum, almost choking in her efforts, with only a little bit dribbling down her chin, all the while Carol was sucking on her pussy.

When Ryan had finished cumming and she had sucked his cock clean, she reached down and pulled Carol up to her by the hair and kissed her, a deep swirling kiss, tasting herself on Carol's mouth as she did so and letting Carol taste Ryan's cum in her mouth. Then Carol crawled up Cathy's body until her pussy was plastered against her mouth. Cathy willingly let her tongue slide up into Carol's pussy, tasting her. Then she began to explore her pussy with her tongue eagerly, sucking and nibbling and chewing on it as she sucked her. She was quickly rewarded with a cascade of juices as Carol came, flooding her face. When she finished sucking all of Carol's cum from her pussy, Carol rolled off of her and lay on the bed next to her, her head resting on Cathy's stomach.

"Well, I'm glad to see you two got along so well," Carol said with a laugh. "I had no idea."

"Me, too," Cathy agreed. "I never expected anything like this. But I'm sure glad I came over."

"Nobody's happier than I am," Ryan interjected. "You two are probably the two most beautiful women on campus and I can tell you that you're both delicious."

Carol laughed, saying, "Well, you don't taste so bad yourself, and I agree, Cathy, you taste delicious. I'd never been with a woman before and I'm so glad you were the first."

"Me, too," Cathy agreed. "I always thought it was perverted or something. Boy, was I wrong. I hope we can do this again."

"Whenever you'd like," Carol and Ryan chimed in together.

They all laughed and snuggled up together on the bed, then spent the rest of the night sucking and fucking each other, not getting up until it was time for classes in the morning.

Two days later, Ryan and Carol were on the sofa in the evening sucking each other. Ryan's tongue was buried deep up into Carol's pussy while his cock was being massaged in Carol's throat. Suddenly there was a knock at the door. As they disentangled themselves from one another, Carol asked who it was.

"It's Cathy."

Carol gave Ryan a big smile and ran to the door. Hiding behind the door, she opened it and smiled at Cathy.

"You sort of caught us," she explained.

"Oh, I'm sorry. I can come back some other time," Cathy said.

"You're more than welcome to come in," Carol assured her, "I just thought I'd warn you."

"Sure, that's okay," Cathy said, walking in the apartment.

"Hi, Cathy," Ryan greeted her from the couch, his cock dangling in front of him. "It's nice to see you again."

"Hi, Ryan, uh, same here," she stammered, her eyes riveted to his cock.

Carol hugged her from behind, squeezing her breasts as she did so.

"I'm so glad you came back over," she said. "Did you come for any reason in particular?"

"I just really enjoyed myself last time," she said. "It took me a couple of days to sort it all out in my head. But now that I have, I just wanted to be over here with you two."

"That's sweet," Carol said, kissing her. "We both liked you, too."

"You bet," Ryan said, rising from the sofa and coming over to hug Cathy and kiss her. "You're welcome here any time."

"Thanks," Cathy blushed. "I didn't know how you'd feel."

"Well, let me just help you off with your clothes and I'll bet we can show you," Carol said, unbuttoning her shirt as Ryan undid her skirt and pulled it off, then her panties.

They quickly had her naked and Carol took her into her arms and hugged her, rubbing her breasts into Cathy's, pushing her pussy into hers while she kissed her. Cathy responded, kissing her back fervently, searching out Carol's tongue with hers, sucking on it once she found it. Ryan, meanwhile, was standing next to them, running his hands over both of them, letting his hands run up between each of their legs to play with both their pussies at the same time.

Pulling them over to the sofa, Ryan gently pushed them down on it, content to stroke his cock while watching them make out. It was so beautiful, Cathy with her flaming red hair and pale white skin and Carol with her long blonde hair and tanned body. Then Carol turned and pushed Cathy's thighs open, pushing her face into her pussy and running her tongue deep into her as she sucked a big breath of her. Cathy responded by burying her nose in Carol's pussy, letting her tongue lick and suck her as she was sucked in turn. Ryan watched for several minutes, the whole while stroking his cock in his hand. Then he walked to the end of the sofa where Cathy was sucking Carol's pussy and slid his cock across Cathy's face to nuzzle the head of it in Carol's pussy right where Cathy's tongue was the busiest. Cathy immediately began to lick his cock while continuing to suck on Carol's pussy. Then Ryan pushed his cock into Carol's pussy, just the head of it, while Cathy continued to lick his shaft and lick Carol's pussy and suck on her clit. Then Ryan began to rhythmically pump his cock in and out of Carol's pussy, the whole while Cathy continuing to suck her and lick his shaft. Every once in awhile Ryan would let his cock slide out of Carol's pussy into Cathy's eager mouth, letting her suck the juices off before plunging it back in to Carol, fucking her.