Zoey Trades Up Ch. 03

About half way through the film, Zoey could not stand it anymore. She was already rubbing him through his pants and could feel how big and hard he was for her. She unzipped him quietly and together they got him out and standing proudly. Even in the darkened theater, Zoey could see the pre-cum shining on him and lowered herself to clean it up. She licked his cockhead hungrily and then took him as deep as she could. A small groan escaped Ken and then she heard Madelyn giggle. She started bobbing her head on him and sucking hard to get Ken off. She wanted to play with his balls but did not want to take the time to get them out. She could give them some proper attention later.

Suddenly Zoey felt a touch on her thigh. Her legs were tucked up onto the seat beside her as she leaned over servicing her man. The hand was caressing her leg and she pulled the hand up to her crotch. She fought the moan from being too loud and forced herself down further onto Ken's manhood. The fingers found her clit and started rubbing her in time with her strokes. She had first thought it was Ken but the hand was too small. Madelyn was the one massaging her pussy. Zoey felt like a pure slut with a dick in her mouth and a girl now fingering her in a public theater. She was in heaven. Being their sex toy was so dirty that she almost came just thinking about it.

Ken soon brought her focus back to his cock and started guiding her strokes with his hands. He was fucking her onto his rod and Maddie was back to rubbing her clit. This did not last long, as Ken started breathing harder and Zoey knew she was about to get her prize. She raised up and stroked him with her hand while sucking on his cockhead until he rewarded her with his baby batter. She stifled another moan as she swallowed the first shot and then held the rest until she was sure he was done feeding her.

Zoey raised up and Ken wanted to kiss her, but she silently told him to wait. Madelyn had withdrawn her hand when Zoey sat up and was watching her with bright eyes. Zoey leaned over to her friend and kissed her and pushed out some of Ken's cum into Madelyn's mouth. Madelyn pulled away shocked and then grinned and came in for more. They made out for a minute or so and Zoey sat back to relax for the remainder of the show. Her legs were spread wide and both Ken and Madelyn were rubbing her thighs and occasionally brushing her wet vagina.

The show was over before Zoey knew it and she could not remember most of the storyline. As the lights came up she saw a few people either grinning or glaring at them. She did not care, Zoey was now a sexual being and would do anything for Ken or Maddie. Ken moved away from them, still apparently obeying her warnings to keep things low key. She just blew him, everyone there knew they were together.

"Is he coming over?" Madelyn asked her.

She wanted to just say yes, but it was Maddie's house, "is that alright?"

"Only if I can get a better view of what you just did," Madelyn said and grinned.

Zoey grinned back and they embraced for just a moment. She turned to find Ken and he was gone. Zoey turned back to Madelyn and silently asked if she saw Ken and she looked as confused as Zoey felt. Zoey started to panic and ran out toward the lobby. Her heels made that hard and she stopped once she could see the entrance. Ken was just outside the door and looked back. Their eyes met and he saw her look of worry. He started back in but Zoey called him instead.

"Ken?"

"Babe, are you alright?" he responded.

"Yes, where are you going?" she asked.

"Home I guess. I suppose you can't come over." he replied.

"How about you come over to Madelyn's?"

"Are you sure? I don't want to get you into trouble," he said.

"I'm sure. Please?"

"Of course, I'd love to."

"Great, I'll text you the address," she said and hung up.

Madelyn was beside her now and she gave her the good news. Maddie bit her lip as she smiled and Zoey knew the night was going to be fabulous.

+++++

Back at Madelyn's, she and Zoey opened another bottle of wine and had a glass. Maddie was teasing her about blowing Ken at the movies and she replied that once she saw his dick she would want to as well. Maddie smiled like she already did but had a big drink instead of answering. Zoey had one as well and they were soon well on their way to getting drunk.

The doorbell rang about a half hour later and the girls were giggling as they answered, Ken drank in both of them and they pulled him inside. Maddie guided him to a large sofa and Zoey got him a glass of wine. They sat on either side of him and chatted about the movie. At least they tried, none of them remembered the entire thing and the ladies were laughing at each other more than anything else.

Soon enough, Zoey started rubbing Ken's thigh and put his hand on hers. Madelyn went and got them another bottle and while she was gone Zoey made out with Ken. They stopped kissing when Maddie returned and Zoey drained most of her glass before turning to Madelyn.

"Can you see alright?" she asked with a grin.

Madelyn's eyes widened as she nodded. Zoey slid down between Ken's legs and opened his khakis. Ken sat there with a shocked look on his face.

"Maddie said you could only come over if she could watch me suck you off," she explained.

Ken's member was about half hard and Zoey could not wait any longer. She leaned forward and licked up the length of his shaft and then went back and did it again. The blowjob in the theater was too fast for her and she wanted to enjoy him this time. She also wanted to show off for her best friend.

She leaned lower and licked his balls while he moved his legs slightly. She imagined he was kicking off his shoes. She raised up and grinned at him as she slid his cockhead across her lips. Ken groaned and she started french kissing his opening to get any pre-cum that he may have generated. Soon this was not enough for either of them and he grabbed her head and pushed her down onto him. Zoey gagged and backed up a tiny bit before pushing herself down even further.

Bobbing her head on Ken was wonderful. She was completely hard now and she could feel him flex his shaft every fifth stroke or so. Madelyn moaned and Zoey pulled off of Ken and licked down the far side so she could look at her friend. Maddie had her legs splayed open and was rubbing her mound hard through her panties. Their eyes met and Zoey knew that Madelyn wanted Ken as much as she did. She took him back into her mouth and focused on getting him into her throat.

When she next looked at Madelyn, she had her panties pulled aside and was rubbing her clit now. Ken was either oblivious or very good at not looking. Zoey had Ken like steel and wondered how long he would last. She was rubbing herself now and ready for more. Fortunately, everyone else was as well.

"You should ride him sister," Madelyn cooed.

Zoey silently agreed. She got up and heard Ken groan as she stood. She stripped off her skirt and climbed into Ken's lap. She raised up and aligned him and lowered herself down onto his sword. It was Zoey's turn to grunt as she enveloped him. Madelyn moaned as well and scooted closer to the joined pair. Zoey glanced over and could see that Maddie was close to cumming herself.

While on her knees and gliding on Ken's manhood, she reached for Madelyn. Maddie grinned and was up on her knees in a flash. They kissed and Zoey felt her friend's tongue go deep into her mouth. Her bouncing on Ken turned into grinding as they made out. She soon felt an orgasm beckoning. Madelyn was breathing hard enough that they broke their kiss and Zoey saw Ken fingering her friend.

The whole scene of her being fucked and Madelyn getting fingered put her over the edge. She started cumming with a scream and that seemed to set off Maddie.

Maddie cried out, "Oh fuuuuuuck! I'm cumming!!"

Zoey was still reeling and she felt Ken swell inside her and pull her down with one hand. She felt his seed enter her. He grunted while shooting her full of cum and Zoey felt her energy leave her body. She slumped over on Maddie and her friend caught her and laid her down beside Ken.

He was breathing hard and leaning back with his eyes closed. Zoey knew from experience that this meant that he had a big orgasm and that usually meant he really liked it. Madelyn was looking at them both with an apprehensive look and Zoey smiled at her. She then pointed to the other side of Ken and Madelyn moved over and snuggled into him like Zoey was.

Ken grinned as she moved his arm over her. He looked at her and said, "someone has too many clothes on."

Madelyn grinned and bit her lip. Zoey was the only one naked and called him on it.

"Your pants are still on," she said and poked his ribs.

Ken jerked where she tickled him and thought for a moment, "I would get them, but two angels have me pinned down right now."

Zoey flushed at his compliment and smiled at his joke. She saw Maddie react as well and move to take off her clothes. Zoey pulled Ken's arm off of her and he quickly removed his pants, briefs, and then his socks. He threw them as well as his shoes over away from the couch and leaned back again. He put his arms out and the two naked nymphs cuddled into him again. Ken kissed Zoey and then Madelyn, and then went back to Zoey.

Maddie broke their silence, "God Ken, your cock is huge."

She took it in her hand and stroked it lightly. Maddie glanced over at Zoey to make sure she was not overstepping any boundaries. Zoey just smiled while snuggling with her eyes closed..

"Thank you," Ken said softly and then kissed her again.

Maddie kept the kiss going and Zoey soon saw their tongues meet. She felt a twinge of jealousy but knew it would be unfair of her to pitch a fit now.

They all sat silently for a few minutes until Zoey felt the call of nature. She slipped away to the restroom and cleaned herself up after finishing her business. She went back to the living room but they were not there anymore. She went upstairs to the bedrooms and heard a moan from the master, Maddie's room. Opening the door, she saw Madelyn lying on the edge of the bed, feet in the air and Ken standing between her legs fucking her. Zoey's own juices started flowing even though she did not like that Madelyn had not asked her if she could screw him.

Shutting the door hard made both of the lovers jump. Madelyn moved away from Ken and stammered, "Zoey, I'm sorry, I just couldn't wait. Please don't be mad."

Zoey knew she had a bit of a scowl as she walked over to Ken. Maddie continued, "you told me how great he is and I just had to try it."

Ken pulled her to him roughly. He kissed Zoey hard and she could not be mad after his liplock. She swore she saw stars and felt her juices running down her leg. She wanted him again right now and grabbed his hard penis with both hands.

But Ken said, "it's Madelyn's turn now."

He separated her from his member and climbed onto the bed and into Maddie's saddle. He aligned himself and pushed into Zoey's best friend. Madelyn groaned and Zoey whimpered at not getting what she wanted. Ken started his strokes again and grabbed Zoey. They kissed again and started making out while Ken fucked Madelyn. It was so tawdry. Ken's hand slid around Zoey and he pressed a finger against her anus. Zoey's breathing quickened again at this rare feeling. Ken touched her there when they were in a nasty session and she loved it but it frightened her as well.

Ken pulled it back and licked his middle finger quickly and then put it back against Zoey's star. He pushed it in slowly only up to the first knuckle. The entire time he was stroking into Madelyn balls deep before almost pulling out the entire way.

Zoey was beside herself with desire. She had to get Ken in her again. In her lust filled mind, she decided she needed to get Maddie off so Ken would fuck her again. She broke her kiss with Ken and leaned down over her friend and kissed her deeply. Unfortunately, Madelyn pulled away, as her breathing was too heavy to hold a kiss. She then started kissing her neck, which she knew Maddie loved.

Her friend moaned at the combined input. Her link with Ken was loud and wet as he plowed into her with a regular rhythm. Zoey was glad that he did not seem overjoyed and out of control. That was reserved for her. With her hand on Maddie's stomach, she could feel her friend start to lose control.

She leaned up and whispered, "Come on his cock lover."

Madelyn's breath gave her away. That was the trigger she needed. Madelyn grabbed her breasts and peaked.

"Ohhh myyyy goooodd!" she screamed.

Zoey watched as her best friend came completely unglued. She screamed again and then lost her breath. She rolled on her side and was disconnected from Ken as her rapture attacked her body. Madelyn shivered hard after about fifteen seconds and started breathing again. She rolled back and looked at Zoey and had tears in her eyes.

"Thank you," she croaked.

Her tears rolled down and Zoey was embarrassed at seeing her friend so vulnerable. She reached down and hugged Maddie.

"Go ahead," Madelyn whispered after a moment.

Zoey felt her body react as she got back in 'slut mode'. He looked at Ken who was sitting on the bed stroking himself slowly to stay hard. She felt herself biting her lip and saw him smile at her. She started to lie down but Ken flipped her onto her knees. He wanted her doggy style.

She got ready as he knelt behind her and felt him press in. She was slick and he opened her up easily. Instead of going slowly, Ken buried himself completely and Zoey gasped. This usually meant she was going to get pounded.

Ken pulled back and then pushed forward quickly. She was right. She squeaked at the first stroke and then felt him pump her fast and hard. She heard his impact as well as felt it. His balls smacked against her over and over and she felt her orgasm hit her like a train. She came hard but Ken barely slowed down. She glanced at Maddie and saw her smiling at her as she glowed from her own orgasm.

"Your man is a stud," Madelyn said softly.

Zoey wanted to nod but it was indiscernible from her head bouncing. Ken was picking up speed now and another orgasm was heading her way quickly. She reached out and Madelyn held her hand as she and Ken raced for the finish line. His testicles were no longer hitting her and she felt her mind go blank as her body went supernova.

The next thing Zoey knew she was lying on her stomach and coming down from a spectacular cum. Ken was lying on one side of her breathing hard and Madelyn was lightly rubbing her back. The next thing she realized was that she was leaking cum where Ken had filled her up again.

They all stayed there for a few minutes until Ken went to the bathroom. She rolled over and Maddie kissed her and thanked her again. Ken came back and climbed between them. He pulled her close and she felt her best friend's hand on Ken's stomach. She held it as she drifted on to sleep, thinking that life could not get any better.