Second Place

I broke our kiss and looked in the eyes, "Is this okay?" I asked, before moving my hand to the front of her body and cupping her breast. She was wearing an old thin t-shirt, and silky bra underneath. My thumb quickly found her nipple, swirling it over her tit feeling it get bigger and harder with every pass.

"Too much." She panted and grabbed my wrist moving it back to her waist. "I think I need a second to cool down. Is that okay?" She breathed. Then grabbed the remote turning on Netflix and quickly started the first thing that came up. I laid on my back with Angie cuddled up beside me, with her head on my chest.

Mel and Mark, took a little break from making out just long enough to reposition themselves and watch about three minutes of the show. Mark was now behind Melissa, spooning her as they faced us. I watched his hands trace her body down to her knees and then back up, sliding his hand under her shirt, and grinding his cock on her ass.

Wearing her gray yoga pants made it easy to see the outline of Melissa's cunt. Mark slowly reached between her legs as she spread them open for him. Mark rubbed her pussy outside of her clothes, her moans encouraging him not to stop.

Mark slipped his shorts down a bit and adjusted himself. Then I saw something I didn't even know was possible. He slipped his long fat cock between Mel's slim legs, through her thigh gap rubbing against her pussy, and stuck out in front of her about 4 inches, making it look like she had a dick. Mel spat on her hand and rubbed her dick head, grinding it on her cunt.

"Fuck" Angie gasped, watching Melissa tease her cock. I looked down into her eyes as she played with my dick, finally slipping her hand beneath the waist band of my shorts and making contact with my bare skin sent a shiver through my body.

"I want to watch you." I huffed, and tugged at my shorts.

"Are you sure?" Angie asked knowing I would be seen by Melissa and Mark. I nodded yes, and she slid my shorts and underwear down peeling them completely off as I slipped my shirt off fully exposing myself to Melissa. I watched as she smiled and giggled a bit, before lifting her hand and making a small penis gesture with her thumb and pointer.

"Hmm, someone doesn't quite measure up." Melissa smiled playfully.

Angie slowly jerked my cock, but I kept looking at Melissa, as she giggled, made faces and jerked Mark's dick.

"It may not be big, but I think it's cute." Angie mused.

"Like a tiny puppy or hamster." Melissa chirped in a teasing voice. Angie and Melissa's voices seemed to bleed together; Angie's words of encouragement and Melissa's teasing all sounded like the same person.

"Oh," Mel laughed with fake sympathy, "I think mine is bigger" she teased looking down at the cock sticking out from her legs. And I think she was right, Mark's cock still looked longer than mine even reaching through Mel's legs.

"Let's see." Angie challenged and rolled me to my side, now fully facing Melissa. Angie sat up on her elbow looking over my shoulder and jerked my little penis aimed at Mel, then pressed her fist down as hard as she could against my pelvic bone. I looked down and saw just the head sticking out of her hand.

Melissa followed suit, and pushed her hand down Mark's cock till it made contact with her lap. His thick head stuck out about half an inch more than mine.

"It's about the same." Angie broke in, as if it really mattered.

"Umm, no it's not. Mines a lot thicker than his, plus my hands are bigger than yours." Melissa shot back, and held her hand up. Angie nearly leaped over me, her large breasts bouncing beneath her t-shirt and placed her hand against Melissa's comparing them, and showing all of us that Melissa's hand was in fact bigger than Angie's.

"See, if it was your hand on my dick, it would look even bigger." Mel teased and wiggled her hips shaking her dick. Angie looked at me, smiled, winked, and sat down beside Melissa reaching out taking hold of Mark's cock. Her touch sent a shock through Mark making him jump a bit. He looked over Melissa's shoulder and watched as Angie slowly jerked his thick tool, then slid her hand down the length of his dick. He easily had an inch maybe two sticking out the top when she hit bottom, but even more troubling was the fact that she couldn't close her hand around it.

Angie kept playing with the dick sticking out of Melissa's legs. Visually it was the most erotic thing I'd ever seen, but emotionally I was struggling and honestly felt a bit sexually confused. I knew it was really Mark's cock, but it looked like Melissa had grown a dick and Angie was playing with her.

"I told you mine was bigger." Mel gloated. "Now go back over there and feel your boyfriends little thing." Melissa finally said after letting Angie handle her cock for a while.

Angie reluctantly let go and crawled over me, pinning me down to the bed. Then slid down my body brushing her breasts over my dick. She stopped with my dick between her massive breasts and I could feel her heart beating in her chest. She looked at me with lust filled eyes then reached down and took hold of my little dick.

"How does it feel?" Mellissa asked.

"Small." Angie sighed, and looked up at me with a sinful smile.

"Tell me what you want." She teased wiggling her tits against my penis.

"I want to feel them on me." I panted.

Angie sat up between my legs and slowly pealed her shirt off over her head. I reached down and stroked my dick watching her strip.

"Yeah baby, jerk your little penis for me." She cooed, her bra barley containing her double D breasts. My face burned with embarrassed arousal as she called my dick little. "Do you like me calling it little?" She asked in a baby voice.

"Yes," I whimpered.

"Oh yeah jerk your little pee pee." Mel chimed in. Mark sat up not wanting to miss seeing Angie's tits.

Angie blushed as she noticed all of us watching, waiting and drooling over her. She sat up and wiggled her breasts back and forth, soaking in the appreciation.

"Damn they're huge." Mark gasped.

"Oh my God!" Mel cackled, "Are you just using two fingers to jerk off?"

Angie leaned back and looked down at me. It was true and I felt more humiliated than before. I kept jerking my dick looking at Angie's pale flesh spilling out from her shimmery bra. She leaned forward and lightly brushed my small dick between her soft cleavage. I placed my hands on the sides of her breasts, pressing her around my small penis. Her massive boobs dwarfed my dick as I humped my little guy between her for three full strokes.

"Oh fuck!" I cried out. My legs convulsed and my stomach trembled as I clutched her breasts trying to pull her closer to me.

"Oops, he's losing it." Mel laughed.

"Oh god!' Angie cried, she sat up just enough that my dick was no longer in contact with her as a stream of cum erupted from my dick splattering Angie's bra. I tried to lift up to feel her against me, but she pushed my hips back down lifting herself up further and looking at the mess I'd made. Another stream of cum ran down my short dick, I tried to jerk it so I could at least feel it, but Angie's arm blocked me. With no contact ruining my orgasm I humped the air desperately wanting to feel something while letting out a pathetic whimper.

"I am surprised your little guy lasted this long." Melissa goaded, "Too bad you didn't get to enjoy it." She laughed, watching the pained expression on my face.

Angie sat down on the edge of the bed facing Melissa and Mark. "Damn, this is my new bra." Angie pouted.

"Cum stains are hard to get out sweetie, you need to clean it before it dries." Melissa declared, "I think I have some club soda in the mini fridge."

Melissa got up and held out her hand. Angie unhooked her bra, stood up and took it off handing it to Melissa. Her back was to me so I didn't get to see her, but Mark sat up on the bed and got a front row seat.

"Shit!" Mark cried out. I was embarrassed and jealous that he got to see my girlfriend's tits before I did. But then it got worse she reached right over him to grab a box of tissues off Melissa's shelf over her bed. Her bare breasts dangled right in front of Mark's face and she was just inches away from him when Melissa turned on the overhead light. Angie continued to face Mark while wiping off her chest. His large cock throbbing in the air as she cleaned off my cum.

"Here," Melissa said handing the bra to Angie, along with a washcloth and a bottle of club soda, "Just pat it, don't rub it."

Angie stood there washing off her bra, using Melissa's shelf as a work station. I could just barely see her side boob. But Mark seeing everything, sat up further and stroked his cock watching Angie's tits shaking and wiggling as she cleaned her bra.

"Seriously?" Mel snapped seeing her boyfriend jerking off to my girlfriend's tits.

"Whatever." She shrugged, relenting to the situation. "I know you've been dreaming about her tits since you first met. Just get it over with."

"Oh!" Angie snickered, finally seeming aware of what was going on around her.

"Do you mind?" Melissa muttered, "He has been drooling over your boobs... like... since forever. Seriously he's asked a thousand times for me to tell him what they're like."

Angie just nodded meekly. Mark was already jerking his fat cock, which seemed even bigger in the light. He sat up on the edge of the bed right in front of Angie, and slid his shorts all the way off. He held the base of his thick cock with his left hand and stroked his head with his right, his large balls between his legs bouncing off the mattress as he jerked off.

"Wow..." Angie gasped in awe now standing between Mark's legs, just inches from his cock.

"I told you he was the biggest I'd ever seen," Melissa bragged.

"Come on babe, show 'em what you got." Melissa sat down behind Mark; then eyeing Angie she reached around and grabbed Mark's cock in her right hand stroking it for him.

Mel looked over at me; and raised her eyebrow with an evil grin, then pushed Mark's face to Angie's breasts, seemingly knowing I had never done that with her. He reached up and gripped her breasts sucking her tit into his mouth. A visible chill bolted through Angie as he tongued her nipples.

Melissa called me over to sit next to her. I stepped over to her bed, my dick now limp but balls still aching. I sat up trying to see Angie's tits, but all I saw was Mark's hand covering her right tit, and his mouth on the left.

I looked down to watch as Melissa used both hands to jerk his cock as his mouth worked my girlfriend's tits. Then Melissa angled Mark's monstrous cock and rubbed it between Angie's thighs. She instinctively spread her legs giving them access to her cunt. Melissa took advantage of the additional space and rubbed her boyfriend's dick against Angie's cunt, teasing both of them.

Mark let go of Angie's breasts and grabbed her shoulders pushing her to her knees. Giving me a brief peek at her perfectly delicious nipples before she took her breasts in her hands offering them to Mark.

Mark leaned towards Angie and placed his dick between her breasts. Angie readjusted her grip, allowing him to fuck her tits. He grabbed her shoulders and thrust deep between her, his long cock sliding up and through her large breasts. I couldn't help but notice how different it looked with his long, fat cock fucking her tits than it did with my little dick.

I watched in lust drunk shock, not noticing that Melissa had moved beside me, until she wrapped her legs around me and took hold of my little dick. I spread my legs for her as she played with my balls then tightly clutched them in her fist.

"Angie told me about your little three inch dick, I just didn't believe her." She whispered in my ear. I was now fully erect her hand wrapped around me, swallowing me in her fist.

"It's four inches," I muttered.

"I don't think so" She laughed, and used her thumb and forefinger to jerk my dick, "But... do you think it really makes a difference compared to Mark?" She kissed my neck as she teased me. "Seriously, she said it was the smallest she'd ever seen, so I was prepared for it to be short, I just didn't expect it to be so thin too." She emphasized my lack of size by wrapping her thumb and forefinger around me and sliding it up and down my short shaft.

Mark grunted stealing our attention, Angie was licking the underside of his cock as He laid back on the bed next to us. Melissa stroked me faster, still using only a couple fingers and her thumb.

"Damn it!" I cussed, not able to control my orgasm, and quickly shot a small load.

"I hope you're good at licking pussy" Melissa goaded, "Do you like sucking clit?"

"I don't know..." I stammered, "I've never done it."

"Then you better learn, with a baby boner like this, it's the only way you're ever going to satisfy a woman." She breathed in my ear, and then pushed me to my knees on the floor in front of her.

Melissa peeled off her yoga pants and sat on the edge of the bed next to Mark. She spread her cunt apart with her hands and pulled my face to her with her feet. I intuitively sucked her engorged pink clit, working it with my tongue and lips.

"Oh yeah." Melissa encouraged, "You're a natural clit licker."

I buried my face in her sweet pussy sucking licking and nibbling her folds. I wanted to make her cum hard, I wanted to prove I could be a good lover despite my lack of size. Looking over from time to time to watch my girlfriend sucking Mark's huge dick stretching her mouth, and making her gag.

There we were Angie with Mark's cock in her mouth and me with my face buried in Melissa's cunt. Was this to be our lot in this relationship, Mark and Melissa lording over us as we service them? I closed my eyes and lapped at Melissa's pussy desperate to make her cum, eating her and fingering her hole with all I had.

"Oh Yeah!" Melissa sang out, "Keep licking." "God YES!" "FUCK ME!" She squeezed me tight between her thighs then placing her hands behind my head she pulled me to her twat. A warm, sweet flow found its place on my tongue as she bucked in orgasmic delight fucking my face and creaming over and over again.

I looked up to find Angie holding Mark's cock in her hands as they watched me suck Melissa off.

"I need to cum tonight." Angie panted low with a determined look on her face, and stood up to strip completely naked in front of us. Her large breasts bouncing as she quickly pulled off her shorts and panties.

I stood up and kissed her deeply and pushed her to the bed, positioning myself between her legs to suck her clit.

"No" She huffed and covered her pussy with her hand. "I am not ready for us to have sex yet."

"I just want to help you." I breathed, assuming she was afraid I would try to fuck her.

"You promised to do whatever I needed, remember?"

"Yes of course." I assured.

"What I need is Mark's cock inside me." She panted and pushed me away from her. "Tell me you want to see Mark inside me, tell me you want to watch as his monster stretch me wide, and fuck me deep."

"I do." I gulped.

Mark didn't hesitate, he stepped in front of me and quickly rubbed his fat cock on her cunt. I sat up on my knees hanging on to Angie's leg just inches from her soaking wet cunt, watching as Mark's fat cock stretched her lips apart.

"Please God, fuck me please." Angie pleaded.

"Are you sure you want this?" He asked, then slowly impaled her not waiting for an answer.

Angie's face lit up, as a giant smile spread across her face. She sat up and joined me in watching her pussy swallow Mark's monster cock.

"Slow. Please, it's so big." She moaned. Mark wasn't even half inside her, and she was being filled up. Mark slid almost all the way out, his thick ridge pulling her rosy lips open, then quickly pushed back in. He did this several times in a row. Suddenly Angie wrapped her legs around him and pulled him deep inside her.

"SHIT!" Angie cried out and convulsed, "Oh oh uh uh shit SHIT!" She uttered as she came for the first time on Mark's thick rod. Mark kept fucking her, and each time he slid in she gasped and begged for more.

Melissa sat next to Angie and played with her breasts, as I just sat there watching unable to look away. Melissa sucked her tits as Mark continued fucked her, bringing her to orgasm again.

"Do you want me to stop?" Mark asked sincerely.

"No, keep going, I want you to cum inside me." She bellowed.

"Wait" Mellissa interjected, then got up and grabbed a condom from the desk drawer. She tore it open, and forced Angie and Mark apart. She placed the rubber at the tip, but the condom was too tight, barely covering his massive dick head.

"Those must be the small ones we got for Dave." Angie laughed, I don't think those will work."

'Here" Melissa laughed and tossed the small condom to me. I was hard again, and slipped it over my dick as everyone watched, my face burning in embarrassment as it fit without having to completely unroll it.

Melissa went back to the drawer and found a Magnum condom, and rolled it down Mark's long thick cock.

"Are you okay with this?" Mark asked Melissa taking a second to think things through.

"She needs it." Mel responded. "Come here." She positioned me between her legs beside Angie and Mark.

Mark stood about ten inches away from Angie and rubbed her cunt with his cock again. I had to be almost right on top of Melissa to get close enough to reach her.

"Do your best" Melissa directed to me. I couldn't believe I was about to lose my virginity to Angie's best friend, while she gets plowed by Mark right beside us.

Within seconds Mark was deep dicking Angie. She was trying to be quite, but just couldn't stop groaning, gasping and moaning as Mark filled her cunt.

Melissa on the other hand made no noise at all as I eased my dick inside her wanting to enjoy the sensations. I fucked her the best I could but honestly I really couldn't feel much.

She sat up and looked between us. "Oh, you've started." She grinned.

Angie shook the bed with another orgasm, easily her fourth or fifth in the past few minutes. "Are you ever going to cum?" She gasped asking Mark.

"Nearly there." He grunted. He had fucked Melissa's thighs, been jerked, sucked, tit fucked Angie and had been fucking her for several minutes and hadn't cum yet. I came twice already after barely being touched, I thought to myself.

I humped Melissa harder, and faster trying to elicit any type of response at all.

Mark grunted and fucked Angie wildly, then picked her up off the bed fucking her in his arms, burying his cock deep inside her and fell back on the bed as he came with a barrage of violent thrusts.

"Fuck!" He cried out and continued to dump his load inside my girlfriend. I kept fucking Melissa still not feeling anything, and not getting any feedback from her at all.

Mark collapsed on top of Angie sucking her tits and kissing her neck before laying down beside her.

"I don't think this is working" Melissa said with a soft and gentle voice. "I think you're just too small for me. I've been with Mark over a year now, I guess he's ruined me." Melissa said. "Do you think you can cum inside me?"

"No." I admitted.

"Then maybe we should just stop." She pressed against my chest pushing me off of her, my dick still rock hard.

"Shit" Mark spat, "I think the condom broke." Just then I watched a flood of thick cum drizzle out of Angie.

"Damn it" Angie cried and pulled her cunt open looking down at her cum soaked pussy.

Without hesitation I sat down between her legs and sucked the cum out of her. This was the first time my mouth had been on her pussy. I slurped her slit getting as much of Mark's thick cum out of her, doing my best to clean her and hopefully keep her from getting pregnant.

"What are you doing?" Angie gasped.