My Girlfriend's Best Friend Ch. 3

Danny had not seen Charmaine's friend Liz in a few months. Finally, however, he heard wonderful news. Liz was coming over that weekend. He didn't think sweeter words had ever come out of Charmaine's mouth. Liz lived a couple of hours away, and they hadn't seen her since that last wonderful weekend where Danny fulfilled a major fantasy.

Everything about Liz he found hot. Blonde hair to just above the shoulder, all one length. He especially liked it when she put these up in pig tails. Pretty brown eyes, long legs, perfect ass. She was tall, 5'9 or so, about 145. Small, but perky tits. Most of all he was attracted to her outgoing, sexual, flirtatious, attention grabbing personality.

He was 6'1, 200, with short light hair.

When she arrived that Saturday, he was happy to see that her hair was up in two pony tails. Her ass was looking better than ever in snug jeans, and her bubbly personality immediately lit up the room. As she greeted her friend, she made eye contact with Danny. His cock grew uncomfortable in his jeans as he realized that she had desire in her eyes. Just a 2 second look, but it seemed like an eternity. Her sparkling brown eyes were gorgeous.

Liz's pussy was tingling the entire drive over. Memories of fantastic sex consumed her thoughts even more than seeing her friend for the first time in nearly half a year. Seeing Danny made her feel flushed all over her body, and the tingling in her crotch grew nearly unmanageable. She came in and greeted Danny with a pretty smile and 'hi, how are ya?' and she sat in the livingroom with them.

Charmaine had encouraged Danny to have some buddies over so they could all party and go to the club together. He had told her that they all had plans, or had to work. Actually - he didn't ask anybody. There was no way in hell he would give anyone else a chance to steal the show that night! He knew Liz was horny, and if there was even a remote possibility of someone else getting her that night, he would take that chance away if he could. And so it was just the 3 of them, talking, laughing, slowly getting drunk. Whenever his girlfriend wasn't looking, his eyes were 100% focused on Liz. And Liz knew it, too. She didn't mind. In fact, she loved it, and was turned on all the more.

There were a few occasions where Charmaine went to use the washroom, leaving the two of them alone. The first such occasion, they could only smile at each other, Liz talking about everything under sun except each other, the one thing they both wanted to talk about. The second time, they were a little drunker, a little looser.

"You look so amazing, Liz." he said, staring at her. She smiled.

"Thank you. You look pretty good yourself!" The awkward silence that followed lasted only a couple of seconds as Liz soon filled it up with her usual chatter. Some action finally happened the third time that his girlfriend went to the bathroom. Liz had just come out of there and Charmaine went in, Danny was in the kitchen grabbing a beer. The two girls were drunk by now, Danny had a bit of a buzz going when Liz walked up to him in the kitchen as he was bending over at the fridge, getting his beverage.

"Nice ass." she said playfully, laughing.

"Thanks!" he said, smiling. He stood up, turning around. Liz was standing there, smiling at him. She watched his eyes look her over, trailing over her body. Her bare feet standing on the linoleum, toenails painted red, up her long legs, her crotch - man those jeans fit perfect! Her perky tits, her young looking hair style, and finally, her captivating eyes. He was hard again. She was wet, she realized. But then again, she pretty much had been already!

Setting his beer on the table, he placed his hands on her soft waist. Still looking in each other's eyes, their faces drew closer. Their lips met, smacking softly. He slipped a tongue into Liz's mouth as he pulled her closer. Her arms went around his neck and her tongue slid into his mouth as he slid his hands down her back. He grabbed her beautiful, soft ass as their tongues explored each other's mouth. He noticed her breathing heavily into his mouth as he squeezed her soft ass cheeks. She was conscious of the bulge in his pants pressing against her belly. The kiss lasted almost a minute as they got each other so hot. When they heard the toilet flushing, they broke the kiss, pulling apart. They hurried to the living room.

Danny fought to get his dick back down, but it was no use. Liz had him going so much, it would never go down! Liz tried to calm her heartbeat, get the flush out of her face, catch her breath. Fortunately, Charmaine was still a couple minutes getting out of there and Liz was able to calm down enough, and Danny forced his hard on into a semi. But now the night was torture. Even all his willpower could not stop him from looking at this hot woman. His girlfriend was bound to catch him, and on one occasion, she did. He got a dirty look, and thought perhaps he'd hear about it the next day. Liz kept sneaking glances at him as well, but was a little better at hiding it than he was. She couldn't get the image of his hips thrusting between her legs, driving his cock home, over and over and over. If she had to stay up all night, she was gonna get that cock in her.

As they got ready to go to the bar, his girlfriend went to the bathroom one more time. The cab was outside waiting. As soon as Charmaine left the room, they turned to each other immediately. Their lips met, right there at the doorway. This time, the kiss was so intense, they both could have acheived orgasm if the intensity level continued. They held each other close, tongue travelling so far into each other's mouths. His hand immediately went to her crotch over her jeans and rubbed her their. "Mmmmmph" she moaned softly into his mouth, her own hand sliding down his body to his crotch. She caressed the bulge in his pants as he continued to rub between her sexy legs.

"Do you have your keys, Danny?" Charmaine's approaching voice. They broke apart hurriedly, both so into their passion that neither heard her leave the bathroom.

"Yes." he replied, voice cracking. They went outside before Charmaine could see how hot they were. Close! If she hadn't have called out, it was all over right there! No sex with Liz, no sex with Charmaine, no sex period. Liz and Danny were now obsessed with the feelings of desire that consumed them.

He watched her dance that night, purposely shaking her ass towards him, trying (successfully) to tease him. At this point he was too turned on to hide his glances (stares). Lucky for him, his girlfriend was too drunk to remain vigilant.

Once home that night, the three sat around the livingroom, drunkenly talking, joking. Danny and Liz prayed that Charmaine would go to bed, and they tried to outwait her. She had the same idea, though, remembering when she caught her boyfriend staring at her friend. She would outwait them. 3 o'clock rolled around and Danny gave up waiting. He thought he'd try something else. He went to bed and pretended to pass out, fully clothed. That was Charmaine's cue. She went to bed. She had to leave for work at 10 the next morning and she knew she'd be hurting. It did not take her long to pass out.

Danny waited 15 minutes. Then called her name. After getting no response, he got up. Standing beside her, he said her name again, thinking his movements might have awakened her. Nothing.

Cock standing at full attention in his pants, he walked out into the kitchen, pretending to get some water, but hoping that Liz was still up. Of course she was. When she heard commotion in the kitchen, she got up in the spare room where she lay and went in there, hoping it was Danny, pussy tingling uncontrollably. She was scantily clad in a T-shirt and a pair of black panties, her shirt traveling only as far as the top of her panties. Her pussy grew even wetter when she saw it was him. Finally! She thought.

He turned when he heard her come in. If he hadn't been drinking that night, he's pretty sure he would have blown his load right there in his pants. His cock jerked when he saw her beautiful, long, smooth, naked legs and the teasing way her skimpy black panties barely hid what he longed for. She stood at the doorway silently, and he went to her. Her arms went around his neck and he kissed her, hard. Their lips smacked loudly, their tongues twirled around each other as he pressed her against the doorframe. His hands slid into the sides of her panties at the back and slid over her smooth, bare ass. Their bodies were pressed tightly together, she could feel a massive bulge in his pants. Her panties were very wet, her cunt was buzzing with desire. Her tongue eagerly spun around his mouth, they were kissing so loudly. 'smack smack smack smack' went their lips, echoing throughout the kitchen.

Danny suddenly became very conscious of the danger they were in. His bedroom door was open and there was no way he could hear Charmaine if she were to awaken and walk into the kitchen. Hell, she could probably hear their kissing before she even got to the doorway! He broke the kiss.

"We can't do this here." he whispered.

"Well, come into my room." she whispered back, breathing laborously, the itch in her pussy badly needed a cock to scratch it.

"Ok." he said. They walked into the room, shutting the door. He lay her down on the bed and lay on top of her between her legs. They kissed again as he grinded his bulge against her thinly covered pussy. They were breathing heavily into each other's mouth as they dry fucked. He broke the kiss, his lips and tongue trailing down her neck. He kissed down her chest and on her breasts over her shirt. Her vagina moistened even further once she realized where he was heading. He kissed her bush over her cotton panties, than kissed her twat lips over the wet fabric.

"Ohhhhh" she sighed, pleasure shooting up her body. She opened her legs wider, bringing her feet further up the bed. He kissed the soft skin of her inner thigh, than kissed the other one. He kissed near the top of her leg, right where it met the edge of her panties. He loved that spot on a woman, he loved teasing there, feeling the soft skin on his lips. He loved it even more with Liz, because she had such sexy legs, beautiful thighs, and a gorgeous pussy. He kissed her there again, and again on her pussy lips over her panties. He could hear her breathing heavily above him as he teased her. Placing a finger at the side of her panties, he eased them over to one side, gradually exposing her well trimmed bush, followed by the swollen pink lips of her treasure. Holding them to one side, Danny kissed those sexy lips, watching them quiver.

"Ohhhhhh" she moaned again. His tongue snaked out and he gently lapped from the bottom of her slit up to the top, tasting her delicious juices. He sucked her puckered lips into his mouth, running his tongue up and down it. "Ohhhhhh yes...." she whispered. He loved this! Liz's pussy was so beautiful, so delicious. He couldn't think of any pussy in the entire world he'd rather do this to! Slipping his hands into the back of her panties and grabbing her ass cheeks, Danny slid his tongue into her hole as far as he could. She breathed inwardly through her teeth, pleasure taking control of her body. He moved his tongue in and out of her tunnel, tasting her juices. His thumb still held her panties to one side as he squeezed her ass, licking up her yummy slit towards her clitoris. When he lapped at the tiny nub of her clit, Liz gasped, sliding her feet even further up the bed. She could feel an orgasm approaching as he rapidly licked at her sensitive button. Her fingers ran through his hair as she began to writhe her crotch into his face, feeling heaven creep ever closer. "Ohhhhhhhhhhhh!" she moaned loudly, squeezing her thighs together, raising her ass up off the bed, cumming.

His head was trapped between her legs, much to his delight, as she rubbed her convulsing pussy into his face, holding her breath. Her intense orgasm finally eased and her legs relaxed their grip, allowing him to breathe. His ears had been covered by her thighs, but he was still able to hear her moans of pleasure, she was so loud. This worried him, for the walls of this apartment were like paper.

"We need to find someplace else to go," he said, "if she woke up and didn't see me in bed, and didn't see me in the rest of the apartment, she'll head straight for your room."

"So what do you want to do?" she wondered quietly, still catching her breath as she stared down at him between her open legs. His hands were still gently squeezing her soft ass cheeks.

"It's a warm night," he said, "let's go for a walk." Her pussy tingled at the thought. Here was a solution that offered no chance of being caught! If they were caught coming back in together, they could talk their way out of it.

"Ok!" she said, and grabbed her jeans as he stood up. He watched her pull them up her sexy legs before they went back into the kitchen. He could still taste her wonderful pussy on his lips. They went to the front door and put on their shoes. It turned out that the October night was somewhat cool. Borderline jacket weather. Liz was a little chilly in her T-shirt, but she had a feeling she'd be warmed up pretty quick. They walked around the corner and down the block, her hand slipped into his. He squeezed it, and she squeezed back, excitedly. His dick was at full hardness, and had been for most of the night.

Her vagina, though temporarily satisfied, was right back to the level of desire it had been at all night. Her cunt tingled even further when she saw the playground approaching.

"Oooh, pretty kinky!" she said jokingly. He laughed. When they got to a slide, they turned to each other as one. A single street light burned at the path 20 feet away, but the jungle gym and slide were very shadowy. The half moon, and the lamp at the path cast enough light to see each other. Enough for him to admire her captivating, dark eyes as she looked at him. She kissed him, arms going around his neck as her tongue darted into his mouth. She slowly backed him towards the plastic slide, where he almost fell. He caught his balance but still allowed himself to lay back on the slide, Liz on top of him, kissing him eagerly. She broke the kiss, smiling, and Danny watched her hands undo his belt and pants. He raised up as she pulled his jeans and underwear down a few inches, enough to free his fully hard, 6 inch cock. Her pussy tingled again at the sight of her desires.

Her expert fingers wrapped around his shaft, slowly stroking him. He watched her bend down, having a clear view of her face as her hair was still in child-like pony tails. She didn't beat around the bush. She slipped his cock right into her warm mouth, sliding her lips down his shaft. He could clearly see her lips wrapped around the base of his shaft, she had his entire cock in her mouth. He sighed, watching her. She began to bob her head up and down, starting to slurp rather loudly on his organ. Danny grabbed a short pony tail in each hand, finding them kinky, helping her bob her head on his lap. Her right hand played with his balls as her mouth eagerly sucked his cock. 'slurp slurp slurp slurp slurp slurp' Liz slobbered loudly on his penis, her pussy was driving her crazy with desire, she couldn't tease herself much longer. Suddenly, she pulled his dick out of her mouth with an audible 'slurp'.

"Let's go up there." she said, pointing. At the top of the slide was a 7 foot wood runway leading to monkey bars. On either side were two 4x4s as guardrails, with a chain ladder on one end. Danny was left lying on the slide, cock sticking up in the air as Liz climbed up the chain ladder to the runway. It provided some cover, but not much! He scrambled after her, not even taking the time to put his dick away. Liz pulled him down on top of her, kissing him passionately, lips smacking loudly, tongue darting in and out. He lay on his side beside her, his hand explored her tall, sexy body. Over her shirt he found the soft mound of her breast, gently squeezing it as her own hand reached down and found his cock. They were both breathing heavily into each other's mouth as they kissed. His hand slid down her stomach to her jeans, undoing the button and zipper. He snuck his hand into her panties, much to her delite, and slid his fingers through the curls of her pubic hair.

She squeezed his penis when she felt his fingers brush over her horny clit. He loved the hot wet sensation his fingers felt as they caressed down her slit. Her tongue went so far into his mouth she nearly made him choke when he dipped a finger into her eager hole. "Mmmmmph" she moaned into his mouth, her hand stroking his dick. He couldn't take anymore. He had waited months to see her again, masturbating about their last encounter over and over. He was teased by her beauty, and by their fleeting kisses all night. He needed to be in her now. He wanted to fuck Liz harder than he's ever fucked any woman.

Danny slipped his hand out of her panties and grabbed her jeans. He pulled them down, she raised her gorgeous ass eagerly, allowing him to slid her jeans down her legs. Down her long legs they went, exposing her smooth skin. She tried to pull her right foot out of them, but was hindered by her shoe. He pulled off her shoe, exposing her bare foot. He slid her pants off of that leg and cast them to one side, not worrying about taking them off the other leg. He smiled at her, she lay before him in the moonlight, chest heaving, legs open, only a skimpy pair of black panties hiding her treasure from him. He lay on his side beside her, his hand immediately falling between her thighs, rubbing her crotch over the wet cotton of her panties, kissing her. 'smack smack smack smack' they kissed loudly, repeatedly, smiling. Her hand trailed down to his exposed hard on and once more began to stroke it as she writhed her hips up against his hand.

Danny could clearly feel Liz's slit through the thin material as he manipulated it with his hand. Liz released his cock and grabbed the waistband of her panties. She raised her ass and began to slide them down off her ass. He broke the kiss so he could watch her amazing cunt become exposed to him by the light of the moon. She slid them down her legs and pulled her right foot out of them, leaving them around her left leg with her jeans. Breathing heavily, her arms went around his neck, kissing him, gently leading him onto her. He didn't need a bigger hint!

He slipped one leg between hers, and Liz opened her legs wider, allowing him to get his other leg in between them. His hard cock rested on her bush teasingly as she looked up at him with her sexy dark eyes, smiling, chest heaving. She reached down between them and her hand grabbed his shaft. Her eyes never left contact with his as she slid the head of his cock down her puckered wet slit. She stopped at the entrance to her wonderful treasure and released his dick. Danny's organ stayed in place, her pussy lips just barely holding the very tip. He didn't move, still looking at her, cherishing her beauty, and the feeling of near extasy.

He loved this moment. He felt like he was standing at the gates of heaven. He could sense every inch of his body, every feeling. His heart pounding, his lungs taking in air, his eyes taking in hers. Most of all he could feel this amazing heat touching the tip of his penis. Liz was on the same plain. She had wanted this so badly for hours, weeks, months. Now her legs were open, she was giving herself to him, and she couldn't wait for him to take her. Her breathing was laboured, her eyes held only desire. She was being teased. Feeling his hardness only touching the edge of her cunt teased her like nothing else.

After an eternity, he pushed forward. The swollen petals of Liz's hungry vagina parted to allow Danny's penis to enter. He slowly slid into her, going most of the way inside her in one stroke. "Ohhhhhhh...." she sighed, tingles shooting throughout her body as the sensation of being slowly filled up hit her. Her amazing pussy was so warm around him, and this was amplified when he slid his cock part way out of her and into the cool night air. He pushed back into her, sliding all the way inside her to the hilt this time.