But there is this one girl in my class, Kailee, that catches my eye. She is really down to earth, really into school, and she is fit. Very fit, skinny, but not unhealthy, she has curves and muscles. She is about five foot seven inches, with waist length hair that is light brown, with natural highlights. Her breast are a C cup, perfectly perky and round. Her ass is to die for, round and voluptuous. Did I mention she is also my best friend?

She is sitting next to me right now, as my brian is melting from the boring lecture in class. Today she is wearing some jeans that fit her legs and ass tightly showing off all of the length of her legs. Her low cut shirt allows me a great view down her cleavage, seeing as how I am just the right height to peer between her tits. We have a strange relationship, we are really raunchy together and act like a couple but we are just best friends. Granted I would love to get her into bed.

My mind had wandered and class had ended without my notice. I suddenly felt her hand going up my leg towards my dick. She grabbed it softly and pulled to get my attention.

"Hey, stop daydreaming about my titties you nasty pervert." She said, releasing my twitching cock. I glared at her and grabbed her tit squeezing firmly. Her breath caught and her eyes closed for an instant as I kept my hand there. I looked around the room and noticed that the last person was just leaving. As I released her breast, I allowed my thumb to caress her hardened nipple.

"Do you need a ride home, Kailee?" I asked her trying to get images of her under me out of my head. She had told me not too long ago that she preferred women over men. That crushed my dreams of ever having her in my bed. But she kept teasing me the way she does.

"Yeah sure, then you could come in and oogle my boobs." She laughed and winked at me walking out of the room. I followed her and smacked her ass really hard as I passed her and ran out to my car. She ran after me as we raced to get to the car first.

Soon after, we were on the road to her house that was only about five miles away. "Hey, does your roommate still have her nintendo system? I have been craving to play."

"Yeah, she just bought an old super nintendo so you two can fuck around with that while I fuck myself." She laughed as she grabbed her tits.

"Well I would much rather play that game than any console, can I watch?" I said reaching over to grab her boob over her hand.

She smacked my hand away and sarcastically stated I could watch whenever I wanted. We joked around some more as I parked the car and we walked to her dorm. Her roommate ran out yelling at me that I couldn’t touch any of her games while she was out. I sulked as we walked the rest of the way. When I closed the door and turned around, she wasn’t in sight anymore. Though I looked down and saw her pants on the ground half way out her door. I walked into her room and she was turned away from me, taking off her shirt and bra. My jaw dropped seeing a tattoo that went from her right hip, curving up her back and ending on her left shoulder. It was of a tree and the way it curled up her back made my cock jump.

I quickly walked up behind her before she could grab another shirt to put on. My right hand was wrapped around her body, grabbing her round breast and my other hand was massaging her ass. She pushed me away and told me no, laughing at me. I laughed too, but not as loosely, I turned her around and leaned down, my mouth on her hard nipple. Her hands moved to the back of my head, her hands twining within my hair. She pulled my hair and pulled my head up to her face, her mouth mashing itself against my jaw line. I moved my hands to her waist and pulled her body against mine, my now very hard cock pressing against her stomach through my pants. Her hands were on my belt and buttons before I could notice she had removed them from my hair. Her mouth felt amazing on my jaw, licking, kissing and sucking in very sensitive areas on my neck.

My pants fell to the floor, and her hand was in my boxers, pulling my cock out of the hole in the front. She pulled her head away from my neck and looked down at my cock and gasped. She ran her fingers up and down my nine inch shaft, caressing my soft skin with her fingertips. She released her gaze from my cock, stepped away from me, a confused look on her face. I stepped out of my pants and walked towards her, grabbing her waist and picking her up and pulling her onto my body. Her arms went around my neck and her legs around my waist. Her pussy was hovering just over my cock and I could feel the heat coming from her making me moan, as I closed my eyes. She whispered that she was scared, I whispered back that she should be, a smile broadening across my face. I stepped forward and pressed her body against the wall, she relaxed her body, not needing to keep herself up, and her wet slit touched my cock. She held her breath as my body tensed and my hands moved down from her waist to her ass cheeks and thighs. My hands moved over her skin until I rested with my finger tips on the edge of her lips.

I pulled her slit apart and rubbed my cock against her open lips. Her breathing became deep and slow. She closed her eyes and moaned softly. I pulled her off the wall suddenly and threw her down onto her large bed. She leaned up on her elbows and looked up at me. That confused look was on her face again, but there was something different in it this time. I knew she wanted it now, she just didn’t understand my actions. I stripped of the rest of my clothes and moved towards her. She moved to sit up and I got down on my knees, before the edge of her bed. I grabbed her legs and pulled her towards me, just far away enough to lean forward with my face in her pussy.

I began to lick her clit, quickly and firmly. I sucked her clit into my mouth and pushed my face farther into her pussy. My face was becoming covered in her juices, her hands were back in my hair. She was rubbing her pussy against my face, grinding against me, trying to hide her moans. I got up and wiped off my face, moving my hips closer to hers, and grabbed my cock, wiping her juices on me. She tried to scoot away from me, attempting to sit up. I grabbed her hip and kept her still as I crawled up onto the bed, my legs between hers, my cock pushing against her pussy, my shaft burying in her lips. I pushed her back down on the bed and moved my mouth to her tit. Her nipple was in my mouth, hardening as my tongue pushed over her. I reached down and grabbed the base of my cock, rubbing my shaft against her wet cunt. Her soft moans made my cock jump, I knew that I wouldn’t be able to tease her much longer because it was teasing me.

I moved away slightly, pulling my cock off of her, just to place my head at her entrance. She tensed so badly I thought she was going to stop me out of fear. Though she stayed still, her eyes shut tightly. I leaned down and kissed her lips softly, whispering to her that everything was okay. I pushed my hips forward slightly, pushing my head into her entrance slowly. Her hands reached up to my shoulders, gripping me. I thought she was tensing again so I began to push a little faster to get the tension over with. But instead of tensing and allowing me access, she pushed me away firmly.

For some reason, this angered me. She had let it go this far and she was going to stop it? I was screaming in my mind and my cock was about to burst from sitting at her entrance for so long. I know that it was really stupid of me, but I had to have her. I wrapped my arms around her, pushing them under her shoulders and pulling her close to me. I kissed her collar bone, licked her softly and pulled my cock out slightly. When she relaxed, I rammed my nine inch cock into her tight, wet cunt. Her finger nails were in my skin in that instance, her teeth biting into her lip, but it didn’t matter to me, because in that moment, my fat cock, was finally where I had wanted it for so long. She was whimpering, and swearing at me. She told me she hated me, that she wanted me gone, that she never wanted to see me again. But the tone of her voice didn’t back up her words.

After several minutes, her fingers had released their grip in my skin, her lip was slightly bleeding, and my cock was still buried in her pussy. I kissed her neck, I licked her skin, and I told her sweet nothings. I looked up at her face, expecting to see hatred and pain, but all I saw was pleasure. I began to pull my cock out of her cunt, her juices making noises that made my cock jump inside her. She was moaning, and her pussy was clenching at me. I rammed my cock back into her pussy and she screamed, her voice full of pleasure.

Her tight cunt was softly pulsing around me, and her breathing was shallow. I didn’t bother to pull out the next time I thrust into her. I wanted all of my cock inside her. With how tight she is, I was still partially out of her pussy. The squeal that came from her made me want to ravage her body with such force I had to restrain myself from thoughts of fucking her senseless. Her legs had wrapped around my waist and I could feel her pulling me closer into her. I took this as an invitation to have her body as I pleased. I wasn’t going to waste this opportunity. I wanted to show her how greatly I could please her, how she should be mine.

I started to pound her, with long, fast strokes. I pulled my cock out so that just the tip of my head was out of her cunt, and rammed my hard shaft into her. My cock continually dug deeper and deeper inside of her as her nails dug themselves deeper into my back. Her mouth was on my shoulder, her teeth scraping away at me. I could tell she was using me to muffle her moans and screams. I fucked her tight cunt with all my force and as I did so I was grunting and moaning as loud as she was. Just a fantasy of this situation could get me off, and here it was happening. My cock was fully inside her now, and there was no way I was pulling out too far. My strokes became short and faster than before.

I am sure the other students in their dorms could hear us. The head board of her bed was pounding on the wall and that mixed with our moans were all that was heard. She released my shoulder from her mouth and screamed that she was going to cum. She continued on, moaning to me that her cunt was going to milk my fat cock, that she was going to spill her juices all over me, and that my cock was the first she had ever had. That last statement, is what sent me over the edge, I thrust into her one last time with intense force. As I did so, her orgasm hit her as her juices flowed over my cock and balls as my dick filled her with my sperm.

My cum continued to slowly fill her up as she laid below me and her orgasm faded. With how intense my orgasm had been, I am sure hers was all the more powerful. Our breathing was heavy and sweat covered us. I rolled off of her and laid next to her on her bed. My cock made a loud sound as it popped from with in her, our juices flowing onto the bed. She sat up, surprising me that she could move already. She put her hand to her pussy and swiped a little of our mixed juices from inside her. She then stuck her fingers in her mouth and tasted our mix. Her deep, lust filled moan made my still firm, but not hard, cock begin to stir again. She looked over at my face, then ran her eyes down my chest and stomach, her eyes finally resting on my cock and balls. She saw all the juice covering me and before I knew it, her mouth was swallowing my re-hardening cock. Her lips squeezed my shaft as her tongue massaged my head. I felt her fingers tickle my balls and then grip around them, gently massaging them. Her tits were firmly pressed against my leg and her hard nipples were poking into me. I leaned my head back and moaned, enjoying this new mouth on my cock.

I knew I was close to being fully hard again, and wondered if she was going to have trouble taking it all. I felt her tongue push its way passed her lips and lick a small spot on my sack. My head was pushing farther and farther down her throat and I could feel her gag softly around me. I was so hard that I felt my cock was stretching in length, attempting to get farther into her throat. I then felt her nose against my pubes and knew she was determined to keep all of my cock in her throat. I felt her swallow, massaging her muscles around me and then she pulled her head off of my cock to catch her breath. I looked at her and she smiled at me, going back to work on my cock. I don’t normally cum quickly after I have already orgasmed, but with what she was doing to me, I had no idea how long I would last. Her mouth was now taking both my balls, licking them, sucking them, massaging them. I was moaning as her hand gripped tightly around my shaft and maneuvered up and down, her hand twisting slightly, my foreskin moving with her. She moaned around my sack, the vibrations driving me crazy. Her hand began to move faster, squeezing just tight enough to feel like a pussy.

She removed my balls from her mouth, giving them one last lick, and moved her mouth to my head. Her tongue caressed the slit on my head, moving down to the bottom. She flicked her tongue against me then pressed the tip of her tongue firmly against my cock. She firmly ran her tongue down the underside of my cock, making me shudder. I grabbed her head, wrapping my fingers in her hair and pulled her face between my cock and balls, pushing her face against me, my force causing her to moan. I released her head and grabbed her arms, pulling her back up to the bed. I crawled over her and straddled her torso, my cock laying on her chest between her tits. I was just going to crawl up to shove my cock down her throat and fuck her face. But just before I was going to move up her body, she grabbed her tits and squeezed my cock between her soft boobs. I moaned, feeling the pressure of her tits on my hard shaft and began to pump myself between her tits. She smirked at me, my eyes closing part of the way, my cock finding a comfortable rhythm, sliding between her tits. I felt her tongue, caress my head as I fucked her tits.

She released her tits and slid down a little to grab my cock, yank it in her hand and suck my head. The sudden change startled my cock to life so strongly that I shoved my cock down her throat and came into her with great force. She moaned, making me twitch harder, and my next shot released itself harder. I left my cock in her mouth for several seconds after I finished cumming. I collapsed on the bed and she crawled up to cuddle with me. Her head rested on my chest, her arm and leg stretched out over me. My arm wrapped around her small shoulders pulling her tight against me as my cock became limp, laying on her leg.

"Are you still sure you prefer women?" I asked her, my voice just a whisper.

"Of course I do, you are just an exception," She laughed and kissed my chest. My anger surged a little, and I was about to say something, but I was cut off by her room mate.

"And it’s my cunt that she prefers over your cock, Gabe." Lindsey said, sarcasm and annoyance heavy in her voice.

"Hey baby," Kailee said, sitting up and crawling to the edge of the bed on her hands and knees. Lindsey walked over to Kailee and ran her fingers through her hair, brushing it away from her face and bent down to kiss her passionately. Again, anger surged through me. I got up and started to grab my clothes but Kailee came over to me and put her mouth on my nipple as she grabbed my cock. "We are not trying to upset you, we want you to join us." She smiled and took my clothes, dropping them on the floor.

"You act like my sex isn’t good enough to please you fully." I looked at her face, my chest puffing up and my pride taking over. Lindsey walked up behind Kailee, pressed her body against kailee’s and pushed her against me. Lindsey reached around her and grabbed my cock, pulling at me and squeezing me.

"Why not just show me how good in bed you are." Lindsey said, tempting me. My pride took this as a challenge and I knew this was going to be a great night. I was going to show both these girls that cock was worth having.