An Unexpected Encounter Ch. 03

Michelle didn't stop until she was balls deep. As the head of her six inch penis hit Phil's prostate, he moaned with pleasure. Michelle stayed there for a moment, pulling his hips as close to hers as she possibly could. "For a second, I wasn't sure I was going to get in he's so tight," she told the group once she was able to control her breathing.

Carol's gaze was fixated on the muscular back and ass in front of her that was being penetrated by her friend. She nearly forgot her own seven inch penis was in Phil's mouth until he reached around and started rubbing her own asshole. He was using the drool and pre-cum mix running from the base of her cock to her asshole as lube to massage her hole. Carol moaned in pleasure. "You want to get inside me don't you, Phil? Maybe if you're good enough for us I'll let you have a turn in there. For now, you'll have to get by with just your-" Phil slipped the tip of his middle finger in her butt. "FINGER!" Carol squealed.

Michelle had started pounding away at his ass as it was forced up in the air by the sex arch. The only time her hands came off his hips was to slap his ass but just as quickly went right back to thrusting to him balls deep again and again.

Phil's mouth was still sliding up and down Carol's dick when she too started thrusting into his mouth. He grabbed back onto the handles and started forcing himself back to Michelle's balls and sucking off Carol while her massive tits bounced on top of the back of his head. Phil's cock was aching for attention, with the veins nearly bursting as his erection strained to keep from exploding.

Caitlyn and Alisha had been watching the threesome taking place when Caitlyn again saw her opportunity to get at Phil's cock.

The arch which he was stomach down on had an opening for his cock to fit through while the sides were open, exposing his cock for anyone on the side to see. Caitlyn knelt down next to him and ran her left hand over his oiled back and shoulders while her right traced down his back and down his ass to where Michelle was thrusting. She stopped there and rubbed around Michelle's cock, rimming Phil's asshole with her fingers. "Oh my, this is going to be sooo fucking great when it's my turn." She took Carol's cock out of his mouth and turned his head to look up at her crystal blue eyes. "I get you last, and I can't wait to cum inside of you while I look down at your cum-covered face," Caitlyn told him and forced his mouth back down on Carol's slippery cock.

Caitlyn's hands continued to play with Phil's body, but now her right hand moved to play with his balls and his cock, teasing him as she rubbed his own pre-cum all over his penis head. He made a muffled plea for more attention that she ignored and continued to tease his sensitive tip.

Alisha meanwhile, stood back watching it all still while stroking her huge 10 inch dick. She walked up to Carol, still on her knees in front of Phil while he sucked her cock. She looked down at Carol and grabbed her head and stepped over the top of Phil. "My my my you have such nice big tits Carol," Alisha said. "And such white skin. Why don't we have a little contrast in here?" And she sat down on Phil's back.

Carol looked at her and said, "I thought we were only going to use him tonight? I didn't think I had to-"

Alisha cut her off. "I am using him, as a seat right now," she dug into Phil's muscular shoulder with her long nails and squeezed, causing a loan moan that was stifled due to the meat in his mouth and being sat on, "but now I'm going to use those tits and that pretty mouth of yours while I wait my turn. It would be such a shame for those assets to go unused." Alisha had slid down to be practically sitting on the back of Phils neck and head, forcing him deep on Carol's dick and making him struggle to come up for aid. Carol was now too caught up in the pleasure being given to her genitals to care what Alisha did.

And Alisha knew it.

With her balls on the back of Phil's head, she placed her big black dick in between Carol's tits. She poured more of the oil over her cock and Carol's breasts and then squeezed them together and started thrusting up between them. "Open your mouth and lick that dick when it pops up from between your tits you slut." Carol looked down and did as she was told.

Then Michelle took one hand off Phil's ass and changed the TV channel with the remote. Suddenly, the room popped into the screen with a side view of the gangbang taking place. Michelle was there, fucking Phil doggy-style while he sucked Carol's dick who was kneeling in front of him as Alisha titty fucked her. Caitlyn continued to let her hands roam over Phil's body, biding her time.

Suddenly, Michelle pulled out of Phil's ass and said, "If I stay in his ass one more second I'll cum!" Alisha, who had stood up and was about to get head from Carol, turned and looked Michelle and said, "So? Go ahead and cum, you already won first dibs on that ass by getting him HERE."

Carol saw her opening and stood up, avoiding having to choke on Alisha's giant member. She moved around behind Phil and knelt down between Michelle's legs, who had stood up and was looking face to face with Alisha. "Now look what you made me do, I lost that mouth because you couldn't just CUM in him YET." But Michelle had been through this with Alisha before and pulled the slightly taller black woman to her. She thrust her tongue into Alisha's mouth and started stroking her cock.

Carol was bigger than Michelle at seven inches, and thicker too. With Michelle's ass in front of her face, she couldn't quite see what she was doing and had to feel her way to Phil's hole. She ended up making contact with the back of his balls with her head first. Caitlyn's hands had moved away so Carol took the opportunity to tease for a minute. She reached around with her hand and started to stroke his dick while she used her other to furiously beat his balls with erection. Phil's blue balls ached to cum and the beating they were taking only made it worse. Then Carol traced her head back from his balls, over the space between the back of his scrotum and his anus, and found what she was looking for. She started to push her way in.

"DAMNIT HE IS TIGHT!" She exclaimed. "You'd better let me in, because these other two are bigger than me Phil!" Phil could sense her desire and wanted her in him as well. No sooner had he spit into his hand and prepared his hole then Carol slid into him. She held his hand there to feel her cock sliding in and out as she started to fuck him. She kept his hand there for several minutes and he ran his fingers along the line running from her inner thigh to her upper hip that separates leg from genitals, occasionally touching the base of her penis. "You really are a natural bottom, you know what exactly what I want," Carol told him.

"That's probably because he's a pretty good top too and knows what he wants," Caitlyn said as she moved around to the front while the two tallest women continued to kiss as Michelle kept stroking Alisha's dick. Alisha's hands were moving between grasping Michelle's neck and throat and her big breasts. "I know what I want too, Phil, and I imagine you can guess what that is." Caitlyn got on all fours in front of Phil and crawled back to him. "In case there's any confusion though, start rimming my ass, now please."

Phil buried his face her ass while Carol picked up the pace in his. Like Michelle, she had grabbed his hips to increase the rate she could fuck him. Phil, meanwhile, was running his mouth up and down Caitlyn's ass, from her hole to her balls and back. He reached around and grabbed her giant cock with his right hand. He started stroking her erection while he rimmed her asshole. Caitlyn's excitement grew and she started pushing back against his face. "Stick that tongue out straight Phil, and keep it stiff," she told him. Phil did as he was told and as Caitlyn pushed her ass back to his face, the tip of Phil's tongue popped inside her ass. With one tongue inside her rectum and one on her anus, Phil started wiggling the tip of his tongue around inside her. "OOOHHHH MMMMMMYYYYYYY GODDDDDD!" Caitlyn half screamed and half squealed. "That feels so good, please don't stop, please don't stop, please don't STOP!"

Alisha and Michelle broke their embrace and looked down. It was now 6:30am. Phil'd been getting fucked for almost a half hour now.

"OK, enough. My balls are going to be almost as sore as his soon if I don't get in that ass. Time for this black dick to 'Phil' in your white hole, Phil," Alisha said. "Now get your tongue out of her ass and get up."

"I'm not done with him yet," Caitlyn said and held his face to her ass as Phil started to pull out his tongue.

"You are for now," Alisha said and pulled his head back by the neck and pulled Phil to his feet. Alisha pulled him in close, their dicks playing out a small sword fight as she looked him in the eyes standing face to face. "You're going to ride this," she said and looked down to her cock, his eyes followed hers. She grabbed her dick and said, "I don't want to make love to you, I want to fuck you. I want you to ride this black cock like your life depends on it, do you understand?"

Despite being of equal height, Phil was still much more muscular and heavier than Alisha. He grabbed her and easily manhandled her to the floor. "What the fuck do you think you're doing? You're my bitch," Alisha said. The other three women watched with fascination as the strongest and most aggressive of their group was forced to the floor.

Phil got on top of her, face to face, and forced his tongue into mouth. He knew it would piss her off, especially after she'd just said she didn't want to make love. But he wasn't here just for their fun, he wanted his own too. He grabbed her by the throat as she'd done to him several times by now. "You stay right there, I've got something special for you."

And then Phil turned around, positioning his cock in front of Alisha's face. In the 69 position, he grabbed her dick and said, "Now you've got two choices, Alisha, you can suck me while I suck you, or I can force my cock down your throat and then fuck your ass while I give you a reach around and you suck off Caitlyn."

"OHHH I love that idea!" chimed in Caitlyn.

Alisha tried to force him off but he just used his superior build to keep her down. "Suck it bitch," he told her.

And when called a bitch, Alisha for the first time realized her prey had taken the upper hand and was his. She eagerly opened her mouth and took Phil's smaller than her own cock into mouth. Her hands reached up and around to his ass. She pulled him deeper into her mouth, but also took the opportunity to finger his ass and started thinking what it would be like to fuck him.

Whether it was her fingers in his ass, or that he had started sucking her cock too, Alisha's cock grew harder. He took as much of her raging erection into his mouth, and teased her by running his tongue over the thick veins pulsing up and down her shaft.

Caitlyn sat down spread eagled inside of Alisha's legs so her balls rested against Alisha's. It gave Phil access to both giant dicks at once and he continued to service each with his hands and mouth. He once tried to get both in his mouth simultaneously, but they were simply too large.

Michelle kneeled behind Phil then and reentered his ass. Carol got on into a 69 with Caitlyn and she and Phil took turns on the two mammoth penises, at times linking with a kiss and running their mouths and tongues the full length of whichever cock had its turn. Caitlyn spent more time enjoying the oral sex she was receiving than really sucking on Carol's erection, instead preferring to play with her asshole.

Then Caitlyn sat up, forcing Carol off her. Michelle, who was again nearing a climax stood up. "Ride that big black cock now, ride it good!" she said.

Phil quickly changed position. Once again he was looking Alisha in the face. He lowered his ass to her huge cock and she positioned herself to meet his hole. "That's it Phil, now it's time for some real dick. Oh I've been waiting all night for this."

Phil was sure how he was going to get this giant thing inside him. His ass was well worked by now from the pounding Carol and Michelle had given him, but this black dick was so much bigger. He tried to slide it in but he just couldn't get it to pop inside.

Alisha was getting impatient; she needed release! Then Michelle had an idea. She laid down on the floor next to Alisha and pulled Phil to her. "HEY! IT'S MY TURN!" Alisha said angrily.

"Just wait a fucking minute you slut, he's already put you in your place once. You just aren't fitting in there yet." She turned her attention to Phil, "Now take me in you, go all the way down."

As Phil slid down her shaft, she pulled him face to face with her, putting more of his ass in the air. She whispered in his ear, "Think you can take Carol and me together?" Phil saw where she was going with this and nodded yes. "Carol, get down behind Phil and get inside him. WITH ME."

Happily, Carol got down behind Phil and started feeding her dick inside his ass again. Caitlyn poured more oil over his ass and the two cocks partially in him. Then, Carol worked all the way in. Carol and Michelle started fucking him together.

Together, Alisha and Caitlyn said, "Damn that is fucking hot. You're a genius Chelle." They were furiously beating their huge erections, their giant balls bouncing along with their tits.

Phil couldn't contain himself, "OH FUCK OH FUCK OH FUCK OHHHHHHHHHH!" He yelled as his prostate was hit again and again and again. Just before she came, Michelle pushed him off of her and back to Alisha.

This time, Phil slid right down the full length of Alisha's cock. When he was nearly balls deep, Michelle stepped over the top of them.

"Open your mouth," she told him. As he opened his mouth, she stuck in as much of her dick as she could but she was already cumming. One gob of ucm hit him in the chin and another on his top lip. She grabbed his head and pulled him down and blew the rest of her great load in his mouth and down his throat. She held him there, choking on her dick and cum for what seemed like forever. She slowly eased her cock out of his mouth.

She stood there looking down at him with cum dripping out of his mouth and bent down and kissed him. Now that Michelle's moment was over, Alisha took the opportunity and started fucking Phil. She bucked her hips up and was pounding his ass. This was so much more intense than even having had two in him before. Phil leaned forward and bit down on Alisha's neck. She slapped his ass and continued to fuck him. "That's it, take that big dick. Take it in your ass. You wanted it, now you've got it. Go all the way down and ride me now!"

Phil sat up and began to slide up and down on the massive penis inside his butt. Thinking to how girls had ridden him in the past, he teased Alisha by going just a little bit at a time and then back up to the tip of her cock, then going back down a little more than last time but then back up. When he should've gone all the way down, he stayed at the tip, teasing her cock by just taking the head in and out of his ass. Then, he slammed himself down to her balls.

"YESSSS! FUCK YES! You are my little butt slut. Just stay there for a minute, and don't move an inch or I'm going to cum," Alisha cried.

Carol stepped over the top of them and said, "You begged to suck our big dicks while you get fucked too. Now you can do both." She grabbed him by the back of the head and pulled his mouth to her dick. With Michelle's cum still on his mouth and some still inside, Carol's cock slid in and out rapidly. Her own pre-cum mixed with Michelle's cum and left Phil drooling over himself and Alisha. His own erection was becoming covered with the mixture, which Carol hadn't failed to notice.

"You look like you still need your own needs taken care of Phil," She said and tapped his dick with her foot. "Can he move yet or are you still too close, Ali?"

"He can move, what's on your mind?" Alisha answered.

Carol pulled Phil to his feet. He suddenly felt empty without the massive black dick inside him. Then she helped Alisha up and told her to sit on the couch.

"Now turn around and face me, and sit down on that dick again," Carol told Phil. "Ride her again." He did.

Phil bounced on Alisha's cock. Caitlyn and Carol watched greedily, both wanting to be in Alisha's place, but both wanting to ride Phil's bouncing cock. Then they got down on their knees together and took turns sucking his cock and both pairs of balls. Michelle had moved over the top and was again making out with Phil.

Carol had waited long enough, she straddled over the pair on the couch and lowered herself to Phil's cock and took him in her ass. Alisha, who had been thrusting into Phil, stopped and let Phil grind on her black dick and fuck Carol's ass. Phil used his right hand to jerk Carol's wildly swinging around cock. Caitlyn continued to play with the four balls and two assholes facing her. For a second, she teased Alisha like she would put her own giant dick in her.

"Don't even think about it?" Ali warned.

"Why not? You've taken more dick in your life than he has, and he's got YOU on the edge right now?" Caitlyn answered.

"OHHHH SHIITTTTT!" Carol's back arched, giving Phil a perfect view of her magnificent breasts and cum began to erupt from her seven inch shaved penis and balls. It was like it would never stop as cum rained down on them. Phil had initially pointed her dick at Carol, and she had her own cum on her face and tits but she'd turned it to him and Phil had more cum on his cheeks, mouth, and all over his chest. He pulled Carol close and they engaged in a long, heated french kiss as her asshole spasmed again and again while still a few more beads of cum came forth. They licked the cum from each others faces as Alisha started pounding again.

"Hurry up Ali, I can't keep watching this or I'm going to end up jerking myself off without ever getting in him for real!" whined Caitlyn.

"Have him finish you like that too!" urged Carol.

Phil turned around to face Alisha without ever letting her out of his ass. As he faced her on the couch, he began to ride her again. His cock poked her tits as he rode up and down. She took the hint and started to stroke his cock.

"Ah ah ah," warned Caitlyn, wagging a finger no while she grabbed his balls extremely tightly. "You don't get to cum until I do."

His riding pace quickened though, and Alisha couldn't last much more. Phil could feel her cock throbbing inside him. He got off her and pulled her legs over his shoulders as he kneeled in front of her. He was on the floor, she on the couch. He quickly spit cum, pre-cum, and drool into her ass and spread it with his tongue. Then he brought his cock up and positioned himself.

What Alisha said shocked him. He still hadn't fully realized she was his yet and not the other way around. "Please, please fuck me while I cum! FUCK ME PHIL!" she screamed.

And he did. Phil slid his cock up inside that toned, beautiful ebony ass. It didn't take long as he fucked her for her to climax as he stroked her cock. She pulled his head down into chest and onto her massive erection. He slammed into her balls deep and she blew everything into his mouth. He swallowed as fast as he could but cum was still pouring out of his mouth and onto her tits and rock hard abs. Phil took it all in and moved up and was about to spit what he hadn't been able to swallow yet into her mouth when she grabbed him and kissed him. She literally sucked her cum out his mouth.

"Well, well, well. It looks like someone is no longer the bad ass bitch she thought she was. Now you're just his bitch, and I'll make sure he uses you like it," Caitlyn said. "But that doesn't mean he's on top of everyone yet."