Preludes Ch. 12: Flipped Pt. 01

"Nah, it's all good. Look, it's not like Flip didn't already accidentally see you doing it. Plus, don't tell me you've never given head in front of someone else before."

Rachel whimpered audibly. She felt herself weakening as her body strangely reacted and moved up towards him willingly. His final sentence hit its mark. There was no way he could've known, but he was right. She had done something like this before. More than a couple of times. There were several memories to choose from (including a vividly fresh one involving a bus trip a few days prior) but her mind flashed unexpectedly to that afternoon with Rebecca at the beach over Thanksgiving weekend. The day the girls had gone over to play beer pong at a beach house belonging to some guys they'd met the previous day.

After losing a bet, Rachel had found herself dutifully paying off her debt in the form of blowing one of the guys as he relaxed on the couch. Rebecca had supposed to have been with the other boy but she'd drank too much and their hookup had fizzled out. So he'd come wandering into the main room only to see Rachel kneeling naked in front of his friend. And for some reason, she'd allowed herself to continue the blowjob while being watched. It had actually turned her on and she'd gotten herself into further trouble by repeating the action with the other boy. And that had led to-.

Rachel's heart skipped as she thought of how she'd almost let the first boy have sex with her while the other guy watched. She'd been laid out on his bed and so full of dizzying arousal that she'd let him spread her legs and begin to slide his dick inside her. She'd stopped it before he was even halfway in, but it had been a close call.

However, she'd never truly escaped that moment. It had lain dormant for months, but it had been the strange and confusing excitement from the near-miss that had helped to push her into her terrible hookup with Matt and Brad earlier in the spring. Many forces had combined to bring it about but her unsatisfied lust from the beach had planted the first seed.

Suddenly, all Rachel could think about was that day with Matt and Brad. It had been the beginning of the dark spiral that had taken over her life for the past few months. It was what had led to her alienation from her best friend. It had what had led her to be talked into some of the most frequent and mindlessly easy blowjobs of her life with various boys at her school. And it was what had led her back into Matt's arms (or more specifically, his lap). It was why she was there right now. And it was why she knew that she'd once again do what he asked.

With a feeling of disbelief, Rachel rose up off her heels and repositioned herself in close to Matt. She could feel him gently guiding her down, but she trembled in the confusing realization that she was definitely moving on her own accord. With her stomach twisting, she leaned in and opened her mouth wide.

A current of shameful excitement coursed through her body as she felt Matt's penis slide back between her lips. She reflexively looked to her side and made eye contact with Flip. His own eyes were wide with shocked arousal and Rachel turned quickly back away. She tried her best to again shut out her surroundings and focus solely on what she was doing. She ran her tongue forcefully along the underside of Matt's shaft as she let him slip deeper into her mouth. She heard him sigh and it gave her a momentary sense of calm. She could feel the pleasure she was delivering and at least she could concentrate on that.

She flinched suddenly as she heard the couch cushion depress and she again shot a sideways glance to her left. Flip had moved from his standing position and had sat down gently in his original spot. His eyes were fixed on her and what she was doing. She knew he had to be beside himself. She kept her eyes on his as she kept her soft lips wrapped snuggly around his friend's cock and continued to bob her head to an automatic rhythm. Her temporary hiatus had caused Matt to lose a little steam but she had gotten him rock solid again. In fact, she could tell he was close. He had begun to apply more pressure to the back of her head, guiding her face down lower as she smoothly sucked away.

As she heard Matt let out an audible groan, a stab of nervousness sliced through her brain. His familiar noises and tensing of his legs moved her thoughts squarely to his impending finish. She hoped he didn't want to cum on her face. It wasn't a given, but he had made such a request pretty often.

Rachel's brow narrowed as she wondered if he'd want to "put on a show" for his friend. It was bad enough that she was doing this in front of a practical stranger. The thought of Flip watching as she willingly let Matt finish on her face felt borderline humiliating. It made her think of her panicked moments after she'd been with Matt and Brad, when she'd been desperately trying to clean herself off and get dressed. It also made her think of Rebecca and the awful story she had told her about Matt that time. Rachel pushed the thought away. She didn't like thinking about Rebecca at all. Especially when she was already compromising herself.

Her thoughts were interrupted as she felt Matt suddenly pull back and remove his penis from her mouth. Her stomach sank again. It was what he wanted to do. She looked up at him pleadingly as if she could change his mind. But her expression switched suddenly. Matt wasn't about to cum. He was close, but he wasn't there. Relief washed over her, before being quickly replaced by confusion. Matt had stood up and was reaching for her hands. If he didn't want to cum that way, what was he doing?

Rachel found herself allowing Matt to help her to her feet like she was in a trance. She gasped as the awareness that she was now fully exposed to his friend hit her in the stomach. Sure enough, Flip's eyes had locked immediately onto her chest, which bounced delightfully as she stood. But his gaze then quickly dropped and settled between her legs.

Rachel felt a shameful tremor twist through her senses as she watched Flip stare directly at her pussy. She wasn't sure if she'd ever felt so naked. Who was this boy and why was she letting him see all this? She was so focused on him that she barely registered as Matt gently guided her to the seat on the couch he'd been sitting in. She sat down willingly, her soft breasts heaving and her wide eyes still on Flip. It wasn't until she felt Matt's hands on her thighs that she snapped back into the moment.

Realization hitting her, Rachel whipped her head back to look up at Matt, her eyebrows almost crashing through her hairline. He hadn't spoken a word but she suddenly knew exactly what he was doing. She'd been so initially relieved that he wasn't going to embarrass her with a facial and then she'd been so distracted by her exposure to Flip that her brain had somehow blocked out all of the clues as to where he was going. But now it was clear. He was spreading her legs and leaning her back into the couch. Rachel's eyes shot down quickly and she sucked in a breath at the sight of his rock hard penis pulsing just inches from her waist. She looked back up at his face and forced out her words.

"Matt! Whoa, what are you-? No, look, I didn't say that-."

Matt was in high gear and he moved quickly to end her objection. He leaned in closer to her body, bracing his arms against the couch behind her head.

"C'mon, baby. I'm right on the edge. Please, I just need some. You got me so hot!"

Rachel stared back at him and licked her lips nervously. He was grinning, but his face showed clear, strained arousal. She flicked her eyes quickly to Flip. She now had a direct view into his eyes. Another confusing quake of pleasure rippled through her. Somehow this was all turning her on even more.

It was crazy that she was completely naked and had let some complete stranger watch her blow his friend, but it certainly wasn't the craziest thing she'd ever done. Just earlier that week she'd given a boy from school a blowjob on the bus while a few others caught glimpses. She'd had "double sessions" with pairs of guys several times as well which usually meant one watched while he waited for his turn. It wasn't something she did every day, but it wasn't beyond the pale. And it always excited her tremendously.

But what was being suggested now was different. Matt wanted to have sex with her while his friend looked on from a few feet away. She'd be giving this strange boy the most explicit of views as she let someone else slide his cock firmly in and out of her. He'd hear the sounds she'd make. The moans and whimpers and forced breaths. He'd watch her breasts shake and bounce to the rhythm of the thrusts. And if she came-.

She tingled as she watched Flip break eye contact and drop his gaze across her body. Goosebumps formed all over her arms as she realized the view he now had made her earlier exposure seem innocent. Matt had spread her legs and there was now not a hint of modesty left. Flip was staring lustfully at her pussy and any thought to cover up or hide seemed completely moot.

Rachel swallowed hard and looked back up at Matt. She was buzzing with arousal now. Her face still showed nervousness, but her eyes flashed as she bit down on her lip. She brought her hands up over her head and nodded at him. She couldn't believe it, but she wanted it. She had already been revved up with everything that had happened and feeling him inside her suddenly seemed like the perfect plan. Flip's presence both scared her and excited her. But the latter part was winning out.

Matt wasted no further time as soon as he received Rachel's consent. He grinned more brightly and moved in closer. Keeping his feet on the ground, he simply lowered his body as if he was doing a pushup into the couch directly on top of her. She was hunched down and she reflexively widened her legs further. Matt set his jaw and guided his cock down between her thighs.

Rachel felt sparks as Matt's tip made contact with her pussy and gently parted it. She was already wet from her earlier touching and she moaned softly as she felt him push inside. The memory of the beach incident flooded her brain again as the sharp, pleasurable sensations took over. The threshold she'd come to that day was now being firmly crossed. She sucked in a breath as Matt pushed further, sliding completely inside her. Her eyes closed momentarily and she pictured how Rebecca's sleepy calling of her name had been the only reason she hadn't gone this far at the beach. But there was nothing to stop her this time. And while she felt shame in admitting it, part of her was glad for that.

As her eyes opened, Rachel felt another tremor as a renewed jolt of excitement tingled her senses. Flip was looking directly at her. Their eyes locked and Rachel simply stared back, her mouth hanging partially open. Matt had begun to increase the speed and intensity of his thrusts and Rachel could only swallow as she felt her body being rocked to the pace of this motions.

She took in Flip's lustful expression as he watched his friend fuck her. Her chest was bouncing gently and her legs shook to the sides. Flip's eyes were darting all over her, going from her face to her chest to her waist. She trembled as she watched him lean over to get a better look between her legs. She knew he could see everything. She finally dropped her eyes to same spot. Matt's dick was sliding furiously in and out of her. She sucked in a squeaky breath and pushed the back of her head firmly into the cushion.

Flip's heart pounded out of his ribcage as he watched the scene in front of him. Rachel was gorgeous and seeing her naked earlier had been enough to get him rock hard. When she had allowed him to stay while she resumed her blowjob, it had almost pushed him over the edge.

But nothing had prepared him for what he was seeing now. Her perfect body was quaking seductively as his friend railed into her just a few feet away. It was hard to look away from her face or her tits, but he found himself needing a better look at the main event. His eyes became glued to the sight of her pussy eagerly accepting Matt's cock. Without thinking about it, Flip idly brought a hand to his shorts and gave his dick a firm squeeze. He was so worked up and he couldn't believe she was letting this all happen. But it was all going exactly as Matt had said it would. And as Flip thought about that, he again squeezed his shorts painfully to get control over his arousal.

Rachel felt warmth begin to surround her senses and the pace of her breaths picked up as Matt continued to slide forcefully into her. She felt like she was close to getting off, but she sensed Matt was closer. He was moving faster and faster and had begun to breathe heavily. She'd been with him enough times by now to recognize his signs. She hoped he could hold out a little longer so that she could join him in release. She felt some apprehension about having an orgasm in front of his friend, but she was way beyond worrying about that now. She gritted her teeth and focused deeply on the pleasure. She hoped if she concentrated hard enough, she could will it along faster.

But her wish would not be granted. As she tried her hardest to coax her own climax to the finish line, Matt reached his first. With a muttered curse that served as his only warning, Matt pushed deeply into her pussy and let go.

Rachel tensed as she felt him erupt inside her. His dick twitched rapidly and the hot feeling of him coming brought her even closer to the edge. He continued to thrust into her violently and her entire body shook as he came through his ferocious conclusion. Her legs dangled loose out at a wide angle and her expansive chest heaved to her breaths. Her nipples were fully hard and her face flush with color.

She again made firm eye contact with Flip and the two of them stared at each other while Matt continued to push deeply inside of her. She felt another surge as she noticed for the first time Flip's hand clutched firmly to the front of his shorts. She knew he was aroused but the actual sight of him touching himself (even through his clothes) drove the point home of how worked up she was making him. She wondered if he would get himself off later thinking about her. She smirked inside her head. Of course he would. He'd probably be jerking off to her for a week.

Finally, Matt groaned and pulled back on the throttle. He'd worked up a slight sweat and Rachel felt the warm, stickiness of his skin as he slumped into her body. His chest pressed squarely into her boobs, mashing them up against her. He remained inside her for several seconds before pulling out and lazily rolling off her. Rachel shivered at the sensation as Matt sunk deeply into the couch to her left. She still couldn't quite believe what had happened.

Another tingle brought her back to her senses as Matt's change in positioning had left her suddenly very exposed once again. Almost unaware of Matt, she turned her head and made eye contact with Flip. He was still clutching his shorts and his mouth hung open slightly as he drank in her body with his eyes. She was slouched into the cushions, with every bit of her completely in the open. Her breasts hung to the sides ever so slightly, but remained almost magically upright for their large, round size. Her flat, toned stomach was moving in and out to her deep breaths. And her pussy was glistening and pink from Matt's forceful work.

Rachel swallowed as she realized she'd never given someone she hadn't just been with such an open look at her body. She had a thing about being naked for a boy. In some respects, it seemed like a further step than hooking up with them. For all the countless boys she'd found herself kneeling in front of, it were the times a guy had coaxed her completely out of her clothes that made her feel like she'd really given him something. A piece of her she couldn't take back. An image they would always have, ready to be conjured up whenever they needed it. And the image she was giving Flip was about as vivid as she'd ever offered up before.

"Fuck, that was great. You're so goddamn good."

Matt's "compliments" shook Rachel from her thoughts and she reflexively shot him a polite smile. She'd enjoyed it, too. Once the weirdness of doing everything with someone watching had passed, it had actually made the experience hotter. She even liked that the guy watching had been a total stranger just twenty minutes earlier. She wasn't attracted to him, but the fact that he'd be thinking about her sexually later still excited her.

Rachel swallowed and looked back at Flip. As his eyes continued to bore holes through her, she smiled at him warmly and stood up. She stretched gently and reached down to scoop up her clothes. She slid her underwear back up and continued the process with her bra. As she grabbed ahold of her tiny pink shorts, she looked over and noticed Matt slipping his clothes back on as well. He had his shorts up and was in the process of pulling his shirt back over head. She smirked and almost laughed out loud. It was all so casual. She just sucked his dick and had sex with him in front of his friend. And now they were simply re-dressing and moving on like it was no big deal. She stepped into her shorts and smiled to herself.

She had just pulled her shorts up around her butt and was reaching for her shirt when she heard Flip finally speak.

"Damn, that was the hottest fucking thing I've ever seen. Yo, for real!"

Rachel turned towards him, leaving her shirt on the table. She smiled and gave him a little shrug. Obviously he had enjoyed it but hearing it somehow made her feel even better. More powerful. She flicked her eyes down to his shorts and inhaled as she saw his hand again painfully pushing down on his hard-on. God, he must want her so bad. She still couldn't quite believe she'd let him see everything that he had. What a series of images it would be for him later when he finally took care of his frustration.

Still in her bra, Rachel turned back towards Matt and rolled her eyes as she watched him reach for his game controller. She was fine with it though. She might have stayed for a bit if it was just him, but she didn't really see a need to hang out with Flip and deal with the obvious sexual tension. She started to turn to reach for her shirt again when she noticed Matt hadn't un-paused his game yet. He wasn't even looking at the screen. He was looking at her. And Flip.

"You in a rush to get out of here?"

Rachel stopped and tensed at the question. She searched his face before darting her eyes between him and Flip.

"Um, well, yeah I guess. I mean, I don't have any immediate plans but I just figured I'd get home and-."

Matt cut her off and smiled warmly. He patted the couch cushion where she'd been sitting originally.

"Well, why don't you chill for a minute? I was actually going to get a little smoke on." He grinned at her. "I know you're down for that."

Rachel swallowed and let out a breath. She didn't have plans. It was just another empty afternoon in her empty life. She glanced over at Flip again. She felt weird about staying there after he'd just watched what she'd done. She knew it would be all he thought about the whole time. But having a little smoke sounded pretty good to her. Maybe it wouldn't be that awkward.

With a final breath, Rachel turned and sat back down between the boys. She was still only in her bra and shorts but she figured after what she'd just done, that didn't really matter much. She looked over at Flip nervously. He seemed to be very close to her. And he was clearly struggling with his shorts. He looked like he was ready to explode.

Matt seemed to read Rachel's thoughts and he looked over at his friend as well. He let out a scoffing laugh and shook his head, speaking through a wide grin.