My best friend Mike had been dating Holly for about 3 months, and I thought things were going well between them. We were all about to go away on vacation together for the first time. There were 12 of us, and after a vote of 8 to 4, we decided to go to Disneyland.

Holly was the perfect mix of looking hot yet innocent, there was no question about it, and I was jealous of Mike, though from what I understand, Holly and Mike were yet to get past second base.

I had noticed Holly looking at me a few times and began to wonder if she fancied me, but dismissed the idea as he was my best friend and like a brother to me.

The first day had gone great. We'd been on nearly every ride and had a lot of laughs along the way. Holly and I had shared a few lingering looks at each other, but I felt bad as she was my best friend's girl. She looked amazing, with her beautiful legs, tight jean shorts, vest top with her toned stomach on display, beautiful hair, and a cute Mickey Mouse ears headband on her head.

As darkness fell in the park, we were waiting for the fireworks show to start in the middle of a massive crowd of people.

I felt a hand graze my thigh, then touch my cock, which twitched immediately, then warm breath against my ear, and I heard Holly say, "Meet me near the bathrooms in the arcade in 5 minutes."

I didn't look around, just stared straight ahead and began to think this over.

I waited a few minutes, then slipped away, heading through the crowded square, against the traffic of people, and ducked into the arcade.

I could see the bathrooms up ahead and quickened my pace to get past a few slow-moving people.

I headed for the entrance and saw the door to the accessible toilet open. Holly peeked out, reached out her hand, and pulled me in, closing and locking the door behind her.

"What's going on, Holly?" I asked.

She lurched towards me, throwing her arms around my neck, and kissed me like the world was about to end.

I grabbed her hips and returned the kiss—her lip gloss tasted like strawberries and cream. I grabbed her pert ass and squeezed her ass cheeks.

She turned me around and backed up against the sink.

Holly broke off from the kiss and sighed, "About fucking time, I knew I would have to make the first move," she said.

"But you're with Mike," I countered.

"He's so boring and too scared to even touch me, I need someone who can give me what I need," she said, toying with her hair.

"And what's that?" I said, smirking.

She reached down and stroked my hard cock.

"This. I need this hard cock inside me. I can't sleep; it's all I can think about. I need it. Give it to me," she begged.

"Get on your knees and suck it," I ordered.

Holly knelt on the floor. I unfastened my shorts and let them drop to the floor, then pulled my boxers down.

My hard cock popped out, and Holly immediately grabbed it and shoved it in her mouth.

"Shit, Holly, I didn't realize you were such a slut," I hissed as she devoured my cock and I pulled her head towards me.

She pulled my cock out of her mouth. "You better believe it," she said before spitting on my cock and shoving it back in her mouth.

I watched her sucking on my cock, her Mickey Mouse headband still in place.

I leaned back against the sink and watched the show, Holly's mouth devouring my cock, her trying to deep throat me but unable to get my 8 inches all the way in.

I could see saliva dripping onto the floor, and Holly's mascara starting to run, her eyes watering with the effort as she sucked on my cock.

She pulled back again, releasing my cock from her mouth, pulled her top and bra off, and threw them to the floor. Her headband had fallen off, but with a wicked grin, she put it back on her head, and slapped my cock on her tongue, before stuffing my cock back in her mouth again.

I watched her for a while, as she continued to suck my cock and caress her breasts, her eyes staring up at me before I suddenly pulled her to her feet.

I undid the button of her jean shorts and pulled them down roughly, quickly followed by her panties.

Holly kept her hand on my cock, squeezing the tip, lubricated by the pre-cum leaking out.

My hand went between her legs, and I found that she was dripping wet. I kissed her hard and then inched my fingers inside her, her nectar helping the digits slide in effortlessly. I felt her legs start to give way slightly as my fingers deftly explored her slick pussy. Her mouth was open wide, and her eyes were now closed as I touched her.

Her hand tugged frantically at my cock, jerking me off as I continued to finger her, the temperature in the bathroom climbing all the time, both of us getting short of breath.

I pulled my shirt off and resumed fingering her, three fingers now darting in and around her pussy, slick with her juices. I bent down and took her right nipple in my mouth and sucked and bit it with my lips.

"OH FUCK!" she almost shouted. "Make me cum!"

I quickened my fingering and got her to her climax with my fingers still deep inside her, her pussy walls clamping them in there as she moaned loudly.

"Holy shit," said Holly as I slowly withdrew them and pushed them into her mouth, which she sucked on greedily.

"Now bend me over and fuck me!" she demanded.

I grabbed her hips and turned her so she was facing the bathroom mirror, then rubbed my aching cock against her soaking wet pussy entrance.

Then I pushed the swollen head firmly inside her hot, wet hole.

"Ohhhh fuck you're big," she said, arching her back and pushing her ass back to force it all the way inside as my hips touched her ass cheeks.

I looked down and saw Holly was on tiptoes in her Converse trainers, holding onto the sink, and I held onto her hips tightly and started fucking her hard.

Someone was knocking on the door outside, but we didn't care as I started slamming into her.

Holly was panting and yelling as I fucked her hard, "Don't stop, oh God, fuck me!"

I slowed down to prolong things, gripping hold of her slender hips and slowly pulling my cock out and pushing it back in, till our hips met.

I grabbed a fistful of her hair and pulled her head back and then whispered in her ear, "You better be on birth control as I'm gonna cum inside you."

I pushed her head back down and carried on pounding her from behind. The room filled with the slapping noise of my hips and balls on her ass cheeks, and the banging on the door.

Holly raised her head up and looked at me in the mirror, her face contorted in half pain, half ecstasy as my cock was thrusting in and out of her red-hot pussy.

Within just a few minutes and starring into her eyes through the mirror, I can't take anymore and after one final thrust I came hard inside her pussy, pulling her hair again to bring her head back close to mine and whispered in her ear, "You're my slut now."