This is the third installment of my story, "Friends With Benefits." I was confused as to how I wanted it to end as it would be different from the others. So that’s why I'm posting this one in a different category. I hope you enjoy the story. Oh and please try to read the other stories in the masturbation section if you haven’t yet. Thank you.

Stan picks up the phone and calls Jane. He’s sitting naked on his bed feeling naughty and in the mood to pleasure himself right before he goes to sleep as he usually does. Tonight, he doesn’t want to feel alone and there’s no one he can better think of other than his good friend Jane. The phone is still ringing but there’s no answer from Jane. That doesn’t stop him from having a big erection and start to stroke his cock slowly up and down his hard shaft. His fingers can feel and trace the veins around his young cock. He looks down to his cock and wraps his hand and pumps his cock ten times and stops to let out a few short breaths before he continues to stroke his cock with the outside of his hand and fingers. The phone is ringing and rings a few more times before he hears Jane’s recorded voice telling him to leave a message and she’ll get back to him. Stan opts to cancel the call and continues with stroking his cock, after all he’s seems to be gaining some sort of momentum with this and doesn’t want to stop. He plays a porno video he just downloaded earlier in the day while still stroking his cock at the same time. Stan has become pretty good at multi tasking especially when he’s masturbating and doesn’t miss a thing or lose his concentration.

He picks the phone up again and calls Jane’s, this time hoping she’ll answer. It still rings and Jane does not answer. He starts to jack off to the first sex scene in the porno video. He’s panting and moaning a little as he retorts the sounds he hears from the porno. He hears Jane recorded voice again but this time he decides to leave a message for her.

“Aaaah mmmmh call me baby, aah,” he moans over the phone.

He drops the phone and focuses on the porno. It’s come to the scene where the man eats this hot slut’s pussy and she’s moaning out of control. Stan sees the man run his tongue over her labia, up and down and circling his tongue around her clit, sucking, licking and toying with this girl’s pussy. Stan thinks of Jane and imagines doing the same thing to her soft, wet pussy and just eating way, tasting and swallowing her juices. He increases the pace as he jacks off and he can feel that he’s about to cum. Just before the sensation gets too over whelming for him, the phone rings and lets go of his cock as scrambles around to answer it. He looks at the caller ID and sees that it’s Jane so decides not pause the porno and answers.

“Hey baby,” he answers as he tries to catch his breath.

“Hey big boy! What’s up? I just came from the shower and saw your missed calls and voice message. What’s going on?” she asks.

“Mmmm yeah, Im glad you called," he says as he resumes stroking his cock. "I was just thinking about you so thought we could have a little chat before I go sleep mmh.”

She smiles and asks, “ So what do you want to talk about? Hey, wait a minute! Are you watching porn?”

He lets out a little laugh in between short breathes and says, “Yeah, I just downloaded it today and it’s pretty cool.”

She laughs and says, “You horny bastard! No wonder you were moaning in that voice mail you sent me.”

He giggles and says, “Did you Like it? Ahhhh!”

"Well I was kind of confused but I did think that there was something horny about it! Now that I think of it…… Yeah I like…… and it’s kind of turning me on now," she says and starts to play with her breast and nipple.

“I’m glad I got your attention because I’m really enjoying this porno movie and I was wondering you’d like to come over sometime this week and we can watch it together,” he says.

“Yeah sure, I can come over on Friday same time.”

“Cool, then Friday it is,” he says with a smile.

Jane can hear the moans from the movie and says “What are they doing? Tell me what’s going on in the movie.”

“There’s this big guy. He pretty buffed and has a well toned body. He’s fucking this hot blonde chick and he’s eating her pussy right now. Oh yeah. Mmmm. He’s been at that pussy for the last ten minutes and keeps on going,” he says.

“It must be some really tasty pussy,” she says with a little smile in her face, pinching her nipple harder.

“Mmmm Yeah. I bet it is. Just like your tasty pussy,” he says thinking of her scent and taste when he last ate her pussy in his room.

"Mmmmmhhh. You like it, don’t you?" She moans and giggles a little as her moves her hand down to rub her pussy with her middle finger.

“Aahh yeah baby. I want to eat your pussy just like this guy in movie on this hot chick.” He moans and tries to catch his breath.

“Ooooh, that would be amazing. Now I definitely can’t wait for Friday.” She lets out a little sigh and giggles as goose bumps run up and down her spine.

“I can’t wait either…… oooh ssshhhiiiit!” He moans out quite loudly.

She giggles and asks, “Did you just cum?”

“No it’s that she was sucking his huge cock and then he grabbed, forced her on her back and shoved his cock in her pussy with force. He’s fucking the shit out her,” he says as gets even more turned trying hold on and not cum.

He can hear Jane moaning on the phone and he moans with her but tries not to be too loud for his parents to hear him. Jane is rubbing clit vigorously. She is tickling it with her index finger and then shoves two fingers inside her wet dripping pussy. She arches her back and throws the phone on bed where she’s fucking herself. She continues to finger herself but then remembers that Stan is still on the phone line and puts it on speaker phone so she can hear Stan and fuck herself without any interruptions.

Stan on the other hand is moaning and panting. His breaths are getting shorter and shorter as he still has his eyes focused to the computer screen and pounding his cock in his hand. The sound of Jane moaning is bringing him closer to an orgasm. There’s no more conversation between Jane and Stan any more, it’s just the sound of them moaning and groaning. Neither of them has the sense at this point to ask the other what is going as they’re too caught up in the pleasure of masturbation. They know that the other is enjoying the moment and seem to be developing some weird sexual chemistry in this very moment. Jane is rubbing her clit with her thumb as she feels the orgasm builds. She lets out a little scream and moans Stan’s name over and over. That sends Stan over the edge as he responds by moaning Jane name. They both can’t take it and cum simultaneously at almost the same time. They laugh together as they both try to catch their breaths.

“Wow that was amazing!” Jane exclaims.

“Yeah, it sure was.” Stan sighs with a smile on his face at the enjoyment he just had.

“Hey is the porno still on? Are they still fucking?” she wonders as she hears the moans from the movie.

“Yeah they’re still going at it.

He’s fucking her from behind. Doggy style!” he giggles.

“Wow he must be some stud.” She laughs.

“He sure is,” he says feeling rather tired.

“Hey listen I’m kind of tired right after all that fun we had. I think I’ll go to sleep right now. Okay babe?” she says as she readies herself to sleep.

“Alright babe, I see you soon,” he says as he switches of the computer and was off to bed.

After that night two friends could not help but think about the hot phone sex they phone and they were anxiously waiting the for the day to finally come and meet at Stan’s house. The day finally came Jane was punctual as usual and looking good as always, with Stan not looking too shabby himself. They had masturbated together before on a number of occasions but never before with some porn movie playing.

They sat on Stan’s bed and got themselves comfortable. The movie starts and Stan can hear Jane taking a few quick breaths. He looks at her, she looks back and she bites her lower lip. They both look back the computer screen and with the first minute of the movie the fuck scene begins. Jane’s rather surprised at how quickly this turning out already and with Stan having watched the movie he wastes no time and takes shirt off. Jane follows Stan’s lead and takes her top off. They both take off their clothes including underwear and throw them to the floor. Now they’re sitting naked on Stan’s bed, side by side with their backs against the wall. Stan is stroking his cock as it get bigger and bigger, while Jane is playing breasts and her nipples with pussy getting nice and wet.

They look at each other while masturbating themselves and kiss a for few seconds, but turn their attention back to the movie as they are intrigued by the loud moans of girl as she gets her pussy eaten by the hot stud.

“Aaaah aaaaaah aaaaaah yessss eat that pussy just like!” It's a moan from the girl as the hot stud licks up and down her wet slit slowly a first then fast and flicks her clit really fast with his tongue. She arches her back and start to scream in pleasure. He’s relentless on her pussy as he sucks on her clit just like would if he sucked on her breast nipple. Soon she explodes with a huge orgasm and squirt on his face and into his mouth. He seems to like taste of her cum.

Stan and Jane are vigorously masturbating and loving what they feel and see in the movie. Not a word between them, just enjoying each other’s company and the movie. Jane is rubbing clit with one hand and fingering herself with other while Stan is pumping his cock in his hand and occasionally rubs the sensitive tip of dick. The look back and forth at each other and to the porno movie, moaning in unison and getting turned on even more, moving to kiss each and focusing back on movie. They look back to the screen, a blow job scene has just ended and now it’s time for some hot hard fucking. Doggy style is potion the hot couple has favored and in no time the huge cock slide inside the wet pussy. It’s so big the whole cock doesn’t go in completely. You can clearly see the girl’s labia about an inch and half away from the base of his cock and balls. He starts off slow, easing his way into that pussy back and forth and soon pick up the speed up fucks her hard and really hard. The moans from the girl turn to screams of pleasure. Jane and Stan are somewhat mesmerized by the way his thrusting into her.

Meanwhile Stan is thrusting his hips hard and fast, pumping his cock into his hand moaning and groaning with pleasure. Right next to him Jane writhing and shaking as huge orgasm crashes through her sexy body. Stan looks over at her and fells that he’s getting to cumming and continues to thrust hard. Jane’s eyes are fixated on Stan’s cock as masturbates to near climax, she wants it and wants it bad. She’s not sure what do to, either she watches him cum or she can make him cum. She has to think fast before it’s too late as he could cum at any moment soon. She figures why not and stops him from cumming and pulls his hand away from his cock and kisses him passionately. Stan is confused at what is going on but likes the way she’s kissing him and kisses her back with the same passion. Their tongues wrestling in each other’s mouths as they softly moan into each other’s mouths. They continue kissing for about five minutes without pulling away, with their eyes closed and enjoying the moment. Jane openes her eyes and looks at screen and sees the girl in the movie riding the huge cock. She smiles as Stan kisses her neck and fondles her breasts. Then in swift move she lifts herself up and puts one leg over Stan’s waist and positions herself as on top him facing Stan, just like the girl in the movie.

Stan is once again shocked wonders for a moment if this is what he had been waiting for a long time. She reaches down between her legs and grabs Stan’s cock and slides the head of his cock in. She creams in pain and feels stretched like never before, so she stops for a few moments as she tries to get used to the feeling. More of Stan’s cock slides inside her and lets another scream. She stops and drops her head on Stan’s shoulder with her arms around his neck, trying to catch her breath. She’s not worried about bleeding on his cock because she popped her cherry a long time while masturbating and using various objects. She just doesn’t use thick objects in her pussy, so she pretty tight and has never had sex. Stan on the other hand has not moved and doesn’t want to hurt her. Since this is his first time he doesn’t want it to turn out bad. She lifts her head up and kisses him and all of Stan’s cock enters her.

She starts off slow, bouncing up and down slow and trying to find sort of rhythm. She looks into Stan’s eyes and looks back to the screen. Stan leans to the side to see what going on in the movie and they both see the girl riding really fast and grinding her hips on that cock. They look back at each other and both bite their lower lips as if it’s some sort of indication to go ahead. She picks up the pace and starts bouncing up and down. She can now feel his dick deep inside her pussy and it’s working on her g-spot. Stan is loves the feeling of her wet pussy around his cock and begins to thrust into her. Their bodies moving in unison, their hips moving and grind each other as they continue to fuck each senseless. Moaning and groaning loudly, they can’t even hear the moans from the porno movie anymore as they’re caught up in their pleasure. They’re both close to the edge and Jane takes full control and grinds hard on Stan’s cock. He stops thrusting as she’s too fast and furious for him and can’t keep up with her pace. They’re moaning, groaning, and screaming. Jane is shaking as her second orgasm hits and cums on his cock. She still has the presence of mind to hop off Stan, grabs his cock and sucks it. Within a few second Stan explodes in her mouth. She loves the tastes of his cum and her pussy on his cock.

They lie down next to each other on his bed knowing that they just lost their virginity and they enjoyed it. They wonder if this is love but but without saying it to each other, they realize that they’re just good fuck buddies. In the time that they spent masturbating and having sex, no word was said. It was just good sexual chemistry.