I had recently graduated from college and an ex of mine, who had moved away, was in town for the summer visiting her brother who still lived here. I hadn’t seen her in years and she was just a few years younger than me. Since she had been back we went out a few times and fucked after one of those dates. She had changed a lot since we had last hooked up and this was our first time fucking. Back in high school she was a gymnast and had the body to go along with it. Great ass and legs, but no boobs. Now Rachel had grown into a woman. Amazing C cup tits and still with that great ass. One night we were over at our friend Erin’s house drinkin and having a good time. As the night died down we decided too all just chill out, sit around and talk. There were about 6 of us all sitting around. Rachel, who was staying at Erin’s for a few days, went and put on some sweats, just to be comfortable. She came and sat next to me on the couch and brought a blanket with her, as it had gotten chilly. The whole night we could barely keep our hands off each other. Under the blanket she got very handsy. She kept it discreet though, so no one would expect anything. After a while we both couldn’t take it anymore. We encourage every one to leave, and when they did, Rachel insisted that we go in the other room because she had to talk to me about something important. We went downstairs to the room that Rach was staying. It was small, basically just a bed and a small couch in it. As soon as the door shut behind me she was all over me. It was only a few minutes until we were completely naked. I couldn’t take my eyes off of those amazing breasts that I had only recently re-discovered. She was obviously infatuated with my now erect cock. She kissed me long and deep. I felt her hand move down towards my dick. She began to gently stroke it at first. This soon turned to a harder grasp. The next thing I knew, she was dragging me towards the bed by my cock. She slipped into the bed and I followed. She kissed me and I caressed her body. She pulled me closer and closer, inching my hard cock towards her pussy. As the tip felt her hole I could tell that she was already super wet. I slid on top of her and shoved my cock deep into her pussy. She let out a deep moan as she felt my member glide in and out her. Suddenly we heard the door begin to open. It was Erin! We had all known each other since high school and Rachel and Erin were like sisters. She did not seem surprised as to what was going on in front of her. It felt to good inside of Rachel for me to stop, but I had to. Erin, surprisingly, insisted we continue. She walked into the room and went to sit on the small couch against the wall. As she walked over she began to undress. Rachel asked what she was doing and she again insisted that we continue. I did not hesitate to go back to kissing the beautiful girl that lay in front of me. When we both sat up to change positions, we glanced over to the couch. To our surprise, Erin, who was a little on the heavy side, was completely naked with her legs spread. As I turned to readjust my position, she caught a glimpse of my large cock. I could tell by the reaction on her face that was turned on. She immediately began to rub herself. Rachel asked her if we should stop. Erin said no, that she wanted to watch us fuck. I wasted no time and got behind Rachel while she faced Erin. I began to pound Rachel from behind and at the same time watch Erin abuse herself. I could her them both moan as I thrust into Rachel’s wet pussy. When I got close to cumming, I pulled out of Rachel and told her I wanted to cum on her tits. We got in good view of Erin and I blasted my load on her chest. It was what put Erin over the edge and she climaxed unlike anything I had seen from a masturbation. Spent, Rachel and I laid on the bed preparing to sleep until the next day. Again to my surprise, Rachel invited Erin to join us in the Queen bed we were already sharing. Erin and her very large breasts climbed into bed next me while I spooned Rachel. Later on, this sandwich would lead to some more fun……