I began dating this girl prior to graduation, she was a year younger than me in school but her parents let her do whatever she wanted.  She was about five-foot-two and one-hundred-and-thirty pounds and not a bit of fat on her.  She had tanned skin and sandy blonde hair, her legs were great but her ass was like two bubbles in her pants. 

She loved to screw and never worried about a thing when she wanted to. It didn't matter if someone was in the room or if we were in her mom's house.  For her senior prom, we went with another couple we had been friends with for a while, we went in together and rented a hotel room for the night.

My girlfriend and Holli stayed at her parents the night before so they could get up and have their hair and makeup done together and be ready to go when we got there to pick them up.  Holli was a little taller than my girlfriend and weighed about one-hundred-and-twenty-five pounds or so. She also had sandy blonde hair and tanned skin. Her ass was nice but nothing like my girlfriend. 

When we arrived to pick the girls up they were ready and waiting. They looked amazing.  We left and headed to the dance which was at our school that year.

I'm not sure how long we stayed but it was long enough for us to dance a little, have our pictures taken and then we left for dinner.  After dinner, we headed back to the hotel where we would be for the rest of the night. The girls didn't know it, but we had enough alcohol to last the entire evening. 

The room was set up with a small kitchen and a living room, around a corner was the bed where my girlfriend and I would sleep but there was not a door so you could still see the TV from the bed.  We changed clothes and poured the drinks; the night was going to be amazing.

We drank for several hours before my girlfriend was itching to be fucked.  She kept asking if we could go to bed but our other friends wanted to continue drinking for a bit so we did.  Jason( Holli's boyfriend) had a little too much to drink that night and passed out. Now was the time for us to head to bed and poor Holli would have to deal with her drunk boyfriend. 

My girlfriend was already in the bed when I got in there and was on top of the sheets, as I walked in she was already naked with her fingers inside of her pussy.  I walked to the side of the bed and began helping her as she removed my shorts and then my boxers.

I ran my hands down her legs as she took my cock into her mouth and began sucking me, it always felt amazing.  We knew we had to not be loud as there was not a door but sometimes we got a little out of hand with sex and she was very loud at times. 

As she sucked I leaned over and began kissing her back reach for her ass, she enjoyed having her ass licked, fingered and fucked so I always gave her what she wanted. I pushed her back on the bed and made my way down kissing her neck then to her nipples ending up at her sweet little pussy.

I began to lick and she began to moan, I had to put my hand over her mouth so that I could continue but I knew Holli was in the room right there and knew what we were doing.  I flicked my tongue across her clit and she let out a moan I could not block but hell with it I just kept licking, she had enough and was ready for some dick. 

I moved to the bed and got on top slowly sliding my cock between her wet lips before finding her welcoming hole, my head made its way in than deep it went.  I pounded her like never before, maybe knowing Holli could hear us was part of the turn-on but who knows, I was having a blast.

My mouth met her tits as I fucked her and I started sucking and licking her nipples, she moaned more and more but wasn't really loud, just enjoying it.  I wanted her to ride me now so I turned over on my back and she climbed up, she was facing away so that I could see her sexy ass moving around. 

She knew I loved watching that big ass bounce so she rode the hell out of me, by now I knew the slapping noise was being heard but didn't care as I reached up to feel her tits.  Now she was leaning back and my hands were able to reach her pussy so I began to rub her clit, as I began getting into it I looked and someone was standing in front of the bed.

It kind of freaked me out so we stopped, my girlfriend asked me what was wrong and I pointed.  In the little bit of light we had come from outside you could tell it was Holli but what could she want, my girlfriend asked if she needed something.  Holli stepped closer and said that she had been in there listening to us fuck. It made her wet so she started rubbing her pussy then tried to wake Jason who was passed out cold. 

Holli said she was very horny and if he wouldn't wake up, did we mind her coming in here? I wasn't sure how my girlfriend would handle it but when she started riding my dick again I knew she must not care.

Holli walked to my side of the bed and watched as we fucked, she had a short t-shirt on so I reached over and ran my hand up her back.  At first, she didn't really do anything until I ran it back down to her ass and slid it in her panties, I could feel the heat coming from her pussy as I played with her ass. 

My girlfriend turned around facing me now so she could see what I was doing as she stuffed my cock back into her pussy as deep as she could go with it.  I slowly made my way past Holli's ass finding where the heat was coming from, she gasped as my hand brushed across her soaked pussy then sticking a finger in it.

As I fingered her she leaned over a little allowing me to put another finger in and having a better reach I could go deeper, my girlfriend reached over and lifted Holli's shirt above her head freeing her pretty tits.  They were now kissing each other and running their hands all over each others body, it was a huge turn on for us all. 

My girlfriend leaned into Holli's chest and took her nipple in her mouth, she was starting to buck a little as I fingered her faster now.  My girlfriend moved her hands down to Holli's pussy as I moved my hand for her to have access, Holli moaned more and more as we played with her.

We pulled Holli in the bed with us on her back, my girlfriend began kissing her tits slowly inching towards her pussy.  I got behind my girlfriend and began pounding away as she licked her pussy, it was the most amazing thing I had ever been part of.  She was slurping the hell out of her pussy so I knew it must be good, I stopped and went to see for myself.  I kissed up her leg then down the other, I made my way to her lips and began licking. 

It was as good as it sounded, nice shaved pussy and a little ass that was begging to be licked. As I continued to lick Holli her moans grew. My girlfriend had now begun licking the head of my cock then took it down her throat.  I just knew Jason was going to hear us but at the time I didn't care and he never made one sound. I began licking her clit and it wasn't long before she started to shake and her breathing was heavy and fast.  Holli reached down and grabbed me by the head shoving my face into her pussy as she came soaking my face.

I wanted to feel her wrapped around my cock so I got to my knee and started rubbing my dick around her pussy. She was so wet it made a noise everytime I moved it.  My head found its mark and I pushed it in, as it went deeper she moaned out and grabbed my ass. 

I told my girlfriend to keep her from being that loud, thinking she would put her hand over her mouth. I was wrong, she made her way on top of Holli and sat her pussy right down on her mouth.  I had never seen her do anything like that but it was working so I went with it and began fucking her harder and harder.

As I pounded I could hear the sound of Holli licking and sucking on my girlfriends pussy, my girlfriend was riding her mouth like it was a cock.  She turned to face me as she rode Holli's face and leaned down rubbing her hand across my cock as it went in and out of Holli, she leaned closer and used her tongue to flick across Holli's clit. 

The more she licked the more Holli bucked up, I knew it wasn't long before she came again but Holli must have found her own clit to lick as my girlfriend let out her on a loud moan.  I pulled out and told my girl to get on her back, I pulled Holli to her knees and pushed her face into my girlfriend's pussy.

Holli was so wet it had dripped down her ass, I slid my fingers across her hole then into her ass as she gasped only stopping for a minute to look at me.  I slowly began to fuck her in the ass with my finger so I tried my luck, I pulled my cock out and placed it just on her ass. 

I began rubbing between her cheeks then the tip was in place, she never stopped me or said a word she just reached back grabbed it and pushed it in.  I slid my way in deeper and she moaned more and more. My girlfriend was loving her pussy being licked by Holli so I just kept going.

This went on for a little longer before my girlfriend told Holli it was her turn, she pushed me down on the bed and turned so that she could face away again.  My head had no problems finding her soaked hole and in it went, she bounced up and down slamming down hard. 

Soon I felt soft hands brushing across my balls and then parts of my dick as she went up and down on me. She raised up to give Holli the chance to suck my pussy covered dick then back in it went.  She raised up again this time placing my head to her ass and it slid right in, she leaned back and Holli began licking her pussy and fingering her.

With my cock deep in her ass and Holli licking and fingering her she couldn't handle it anymore. I felt her ass tighten around my cock then began to contract as she came.  She climbed off and told Holli to face the same way, she slowly lowered herself onto my cock.  Her ass felt good around my dick, my girlfriend began rubbing her clit as she took more of my cock into her ass.  She lowered her head and then I felt her tongue run down my balls as Holli leaned back on me. I grabbed her tits and thrust up as hard as I could.

My girlfriend was now two fingers deep in Holli's pussy and licking her clit for all that it was worth. Holli began breathing hard and moaning louder which pushed me closer. As Holli's ass contracted around my dick she let out a loud moan then screamed she was coming.  It was more then I could take and I thrust one more time deeper in her ass dumping my load in her. She climbed off and laid down.  My girlfriend crawled between her legs and held them up so she could clean every last drop of cum that dribbled out of Holli.

We all were worn out now and all we could do is lay there thinking about what we had just done, Holli asked if we could do this again and made sure we would never tell Jason.  Holli got up and found her shirt, she made her way back to the pull out bed where Jason was still fast asleep.  The next morning we all got up and made check out and never said a word, we have all fucked several more times but that's another story.  This is true.