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It was an exhausting day. I'd scheduled my classes so that I was free on Tuesday and Thursday, but that meant that I was really overloaded every other day of the week. This particular day I had three exams, so I was really bushed by the time I got back to the apartment that I shared with Kelly.

While I'm a senior at college, Kelly is just a sophomore. We met through a mutual friend and really hit it off, mainly because she's great in bed, not to mention that she's a real looker. I mean, thin, trim and athletic with really nice tits that don't show one bit of sagging. She's only 19 and, even though her parents disapproved at first, she moved in with me shortly after we started going out.

I got home to find Kelly busy in the kitchen. She was dressed in the bodysuit that she wears when she's working out. It's a pale blue color that doesn't leave anything to the imagination. I kissed her hello and started groping at her wonderful tits. I started to move my hands down to cup her pussy, but she pushed me away.

"Hold on there, bucko," she said. "We've got a visitor for dinner."

A voice called from the other room. "Hey, Matt. Come on in, the game's starting."

I grabbed a beer and walked into the TV room. Sitting on the couch was Chuck, my first college roommate. I sat down next to him and asked him why he was over.

"Oh, Bev is home visiting the folks, so I was kind of bored. I called to see if you guys were interested in catching a movie and Kelly asked me over for dinner."

I sat down next to him and put my feet up on the table in front of the couch. I sipped my beer while watching the game on TV. Kelly brought dinner in and we sat around the TV eating. Kelly hadn't done a thing to cover up and I could tell that Chuck was giving her the eye. We finished eating, got some more drinks, and sat around the room trying to figure out what we wanted to do with the rest of the evening.

Kelly came over to sit between Chuck and me on the couch and I put my arm around her. I was tired and distracted by the beer, so I let my hand fall onto her tit. Absentmindedly I played with it as we talked before I realized that Chuck was staring at me. I saw the bulge in his pants and nodded at him.

Chuck immediately grabbed Kelly's other tit and started massaging it. He slowly rubbed her breast while gently pulling at her erect nipple. Through the thin fabric of her bodysuit, we could see Kelly's nipples harden with pleasure. She leaned her head back and sighed.

I unzipped the bodysuit and opened it up, exposing Kelly's beautiful tits. I leaned over and started sucking on the nipple closest to me and Chuck did the same. As I pulled Kelly's nipple into my mouth, my dick began to grow larger and larger until I thought it would break the zipper on my jeans. I shifted around to relieve the pressure and saw Kelly's hands busy on the bulge that Chuck was sporting.

Kelly got up and took off the bodysuit. She then knelt in front of Chuck and slowly unzipped his pants and pulled out his hard dick.

"We can't forget you, now can we, honey?" Kelly said as she turned towards me and pulled out my cock.

As I said, Kelly's a sexual dynamo. She had both of our cocks rock-hard and had no problems about taking us both on. She took a dick in each hand and began to give us expert hand-jobs. She was slowly pumping out shafts up and down, paying special attention to the heads. Then she would play with out balls.

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I reached over to play with her cunt. She was sopping wet and I quickly inserted a finger up her little fuck- hole. She squirmed at first but then began moving in time against my hand. I stuck out my thumb and she humped it with her hard clit.

Chuck then leaned over to kiss Kelly on the mouth. She responded by increasing the humping of my hand. Then she lowered her head to Chuck's throbbing cock. He pleaded for her to suck him off, but Kelly just teased him at first by only kissing the head of his shaft. Finally he couldn't take anymore and he grabbed her head and thrust himself into her mouth. Kelly took every inch of his tool and began writhing her cunt all over my hand.

As Kelly continued to deep throat Chuck, I got on my knees behind her. I watched as shuck Chuck's dick while he sat there running his hands through Kelly's long black hair. Then I began rubbing the head of my dick up and down the crack of Kelly's ass. I pushed a finger inside of her slippery cunt and quickly finger- fucked her. She was moaning and pushing back against my hand. Chuck was moaning and holding her hair tightly.

I kept teasing Kelly with my finger until she pulled away from Chuck altogether. She looked back at me and said: "Stop teasing me you asshole. Fuck me right now!" I smiled at her and positioned the head of my cock at her cunthole. She turned back to Chuck and took his hard tool back into her hungry mouth.

While Kelly returned to the super blowjob she was giving Chuck, I grabbed her ass with both hands and spread it wide. I pushed my cock up her tight little pussy. I reached bottom and my balls slapped up against her ass. I pushed in and out slowly at first, but listening to Kelly's moans told me that she wanted it faster. I started to really pound her with long and hard strokes of my cock. Her cunt was like a vise, and I knew it wouldn't be long before I shot my load.

In front of me, Chuck began to frantically move his hips, forcing his cock deeper into Kelly's little mouth. Then I heard him grunt loudly and I knew he was cumming. I saw the white juice leak out the sides of Kelly's mouth and dribble down her chin. Chuck pulled out of Kelly's face and sat back, exhausted. She licked the sides of his shaft, making sure to drink down every drop of his cream.

At that point, I was close to cumming myself. I was sawing in and out of Kelly's tight little fuckhole and my balls were slapping up against her ass. She push back against me rotating her hips and frigging her own clit. Suddenly she screamed that she was cumming and I buried myself to the hilt in her hot cunt. My cock swelled and I shot spurt after spurt of my cum into her.

Kelly then collapsed onto the floor, panting. I sat back myself, my cock covered in the mixed cum of us both. We sat silently for a minute before Chuck said that he wasn't that interested in seeing a movie anymore. I agreed with him and we all got up and walked back to the bedroom for more.

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