Note: This story was dynamically reformatted for online reading convenience.
 
 For Adults Only.  This story is a work of fiction.
Codes: Fb, ff, ffb, inc, mast, oral

   Part Two

   Sandi and Billy were still lying naked on Billy's bed.  He had fallen
off into a post-orgasmic slumber, while Sandi lay wide awake pondering what
had just happened.  Had she really just given her brother a handjob and a
blowjob, and gotten herself off right in front of him?  It was almost
surreal, not just because it happened, but because she enjoyed it so much
and then felt no guilt about it.

   As she lay there replaying the whole thing in her mind, the doorbell
suddenly rang.  Sandi got up from the bed and went to Billy's window.  From
there she could see the front door, and saw that it was Carla ringing the
bell.  "Oh shit," she thought to herself as she quickly pulled her shorts
and shirt on, not bothering with her underwear.

   She closed Billy's bedroom door and ran down the steps to open the front
door.  When she did, Carla said, "Hey, I thought you were coming right
back, and then I called your cell and you didn't answer...  I was just
getting a little worried." As she said this, she noticed that Sandi's hair
was a mess, and that the bra she was wearing earlier was gone.

   Sandi just gave her a weak smile and said, "Everything's cool, I just
had to help Billy with something."

   Then Carla asked, "What did he need help with?"

   Sandi wasn't ready for this, and stuttered, "He, umm he needed help with
his...  umm, with his bike."

   "Where is he now?" Carla asked her.

   "He's upstairs taking a nap," Sandi replied as she fidgeted with her
hands.

   Carla looked at her very speculatively and said, "Sandi, are you sure
you're alright?"

   "Yeah," her friend nervously replied, "why?"

   "Well," Carla said, "Your hair is a mess, your face is flushed, the bra
you had on this morning is gone...  and quite frankly girl, you smell like
sex." Then she said, "I know Paul is on vacation with his family, so it
couldn't have been with him."

   Sandi looked at the floor for a moment, and then came up with the only
plausible excuse that she could give without telling Carla the real story,
and said, "When I got home, I was feeling really horny, and since Paul is
gone I decided to get myself off.  I just finished when you got here."



   Carla looked at her with one eyebrow raised and said, "Sandi, we used to
play with ourselves together when we were younger, and even now when we're
horny and need to get off we'll say, `I've got an itchy kitty that I need
to scratch.' We've never been embarrassed to talk about masturbating, so
I'm not buying it." Then she said, "I've been your best friend forever, and
besides, you know how much I love a good sexy story...  so what's up?"

   Sandi sighed and said, "Ok, but lets go into the living room...  I don't
want Billy to hear us."

   They walked into the living room and sat on the couch.  Sandi turned
herself towards Carla and nervously folded her hands in her lap.  Then she
said, "Car, I'm really afraid of what you're going to think of me when I
tell you what happened."

   Carla got a very puzzled look on her face, and then she said, "Sandi,
you're my best friend.  I love you no matter what." Then she laughed and
said, "Do you remember the oath we took a few years ago, when we said the
only thing that would end our friendship is we cheated with the others
boyfriend?  Well, unless you fucked Greg, I think we're alright."

   Sandi smiled at her and said, "Well you know that didn't happen," and
then she said, "But here's what did." As Carla listened intently, Sandi
said, "When I came home to get my phone, Billy and Jimmy were in Jimmy's
room with the door closed.  I guess they didn't hear me come in, and when I
went to knock on the door, I could hear their voices...  and Car, they were
jerking off."

   "What, are you serious?" Carla asked, her voice rising about three
octaves.  "Are you sure they were jerking off?"

   "Oh trust me, I'm sure," Sandi replied.

   "Wow, I didn't even think they were old enough to jerk off," Carla said
shaking her head.

   "Neither did I," Sandi replied.

   Then Carla asked, "So what did you do?"

   Sandi cleared her throat and composed herself, and then she said, "Well,
I wasn't sure what to do, so I just stood there for a minute and listened.
And then, for some strange reason, I just opened the door and walked in on
them."

   "Oh my god," Carla exclaimed, "What did they do?"

   "Well," Sandi continued, "Billy just froze, but I guess Jimmy was too
far gone and as soon as I walked in, he started shooting his jizz
everywhere."

   "Oh my god, you saw little Jimmy Barnes cum!" Carla blurted out, and
then she asked "Did he cum a lot?"

   The question caught Sandi a little off guard, and she answered, "Yeah, I
mean I guess it was a lot."

   Then Carla asked, "How big were their dicks?"

   "Huh?" Sandi replied, not really knowing why the amount of cum or the
sizes of their dicks were important.

   Now Carla was getting a little fidgety as she said, "I asked how big
their dicks were...  I guess I was just wondering how big a twelve your
olds dick is." What she really wanted was every juicy detail.

   "I guess they're around four or five inches...  I didn't have a ruler
handy." When Sandi said that, both girls laughed.

   Then Carla sat back against the couch arm facing her friend, rested her
hands in her lap and said, "Ok, then what happened...  and I want details."

   Sandi took a deep breath, and Carla could see her blush as she said, "Ok
Carla, I'll tell you the whole story if you promise you won't think I'm a
bad person when I'm done."

   When Sandi said that, Carla knew this was going to be a good story, so
she held up three fingers in a salute, smiled at her best friend and said,
"Scouts honor."

   With that she began telling the story.  She told Carla how they had
Penthouse magazines laid out in front of them, and how little Jimmy was so
into it that he couldn't have stopped cumming, even if he tried.  As Sandi
described the scene of Jimmy shooting wads of cum straight up in the air,
Carla felt a buzz starting deep in her pussy.  Then Sandi told her how she
had Jimmy clean up and go home, and how she promised she wouldn't tell his
mom.

   Carla leaned forward and said, "So what did poor Billy do?"

   Sandi started saying, "Well..." and then she paused and said, "remember
you promised."

   Carla just smiled at her and said, "Sandi, you don't have to worry," and
then she added, "Besides, if this is going in the direction I think it is,
then I'm really going to like it." Then she leaned back against the arm of
the couch again, and this time she rested her hand on her inner thigh, just
below the leg band of her terrycloth shorts, and only inches from her
tingling pussy.

   "Ok, here goes," Sandi continued, "after Jimmy left, Billy looked sad
and really scared, so I told him that he didn't need to be because jerking
off was perfectly normal for boys." Then Sandi said, "Oh, did I mention
that Billy had never jerked off before, and Jimmy was showing him how?"

   "No!" Carla said in a shocked tone.  Then she said, "So not only did you
stop the poor kid before he had a chance to finish, but it was his first
time!" "Yeah," said Sandi, "and I kinda felt bad for him, like I might have
scarred him for life."

   "Ok, so then what happened," Carla asked, and as she did, Sandi watched
her hand slide even higher on her thigh, until her index finger was resting
on the crotch band of her shorts.

   Now Sandi could tell that Carla was getting turned on, and her
apprehension over telling the story started to melt away, plus her own
pussy started to purr as she continued the story.  "Well, I told him about
blue balls, and how it's not good for a boy to stop before he cums, and
then I handed him a Penthouse and told him to go ahead and finish."

   Carla gasped and said, "In front of you?"

   "Yeah" Sandi replied.

   "Well did he?" Carla anxiously asked, and as she did, Sandi could see
her fingertip moving up and down the crotch of her shorts.

   "He tried, but I guess he was a little too embarrassed with me there, so
his dick wasn't getting hard again." Then Sandi smiled at her friend and
said, "Is this turning you on?"

   Carla blushed and little, and then she said, "For some reason it really
is." But even though she was a bit embarrassed, it wasn't enough to make
her stop lightly tickling her pussy.  Then she said, "Ok, so then what did
you do?"

   "Well," Sandi said, "I told him he was probably feeling awkward with me
there, and that maybe I could help him...  and then I took off my clothes."

   "You got naked in font of your little brother...  what did he do?" the
surprised girl asked.

   "Well let's just say he didn't have a problem with his dick being soft
any more." Both girls giggled, and then Sandi continued with, "Then he
started jerking off, but he was doing it so hard that I thought he might
hurt himself, so I stopped him."

   "Then what happened," Carla asked as her finger continued to gently
caress her terrycloth covered pussy lips.

   Sandi inhaled deeply and said, "Ok Car, here goes," and then she looked
at her friend and said, "I told him I'd show him the right way to do it,
and then I took his dick in my hand and started jerking him off."

   When she said that, Carla's head fell back and she groaned "Oh god," as
she pressed her finger into her shorts, right where her clit would be.

   Sandi giggled and asked, "Did you just cum?"

   Carla looked at her and said, "No, but if this story gets any better, it
won't take much more." "Well then," Sandi said to her with a sultry smile
on her face, "why don't you take those shorts off and get comfortable,
because it's definitely going to get better."

   "What if Billy comes down?" Carla asked.

   Sandi just grinned and said, "He'd probably enjoy the show."

   Carla was so electrified by the thought of her best friend jerking off
her own little brother that she didn't care who walked in at that point. 
She untied the drawstring of her shorts, and quickly slid them and her
thong off with one motion.  Sandi took a moment to look at her best friends
pussy.  It had been a couple of years since they had played with themselves
together, so she hadn't seen it for a while.

   Carla was shaved, and Sandi could see her outer lips were already red
and swollen, and between them she could see the inner lips, which were
already glistening.  She could also see Carla's clit, which was peeking out
from underneath its hood.  Then Carla took off her top and bra, exposing
her beautiful tits to her best friend.  They were full and round, with dark
nipples that were common to her Mediterranean heritage.  Sandi took a
moment to admire her friend's beauty before telling her to lie back.

   Carla looked at her and said, "What about you, aren't you gonna join
me?"

   Sandi just smiled and said, "In a minute, I want to finish telling you
what happened first." With that, Carla laid back and began gently stroking
her pussy lips as she waited to hear more.

   When Sandi picked up the story from where she started jerking Billy off,
she began getting much more graphic in her descriptions, knowing it would
turn Carla on even more.  She talked about how hard his dick was, and how
it throbbed in her hand.  She talked about how little Jimmy looked as she
stroked him, and how he was groaning in ecstasy as the first orgasm of his
life approached.  As Carla listened, she began fucking her fingers in and
out of her tight quim, trying to avoid her clit so she wouldn't cum too
fast.

   Then Sandi described how she sat behind Billy and pulled him back so her
breasts pressed into his back.  She described how her own pussy was
dripping wet, just like it was getting now as she told the story to her
best friend.  When she told her of how she wrapped her arms around his
skinny little body so one hand could stroke his rock hard prick while the
other caressed his cum-filled balls, Carla groaned "Oh Sandi...  I can't
hold back much longer."

   Sandi just smiled at her and started telling her that she could feel
Billy's cock getting even harder, and the little pink tip swelling and
turning purple as he got ready to cum.  She could see Carla was rubbing her
clit now, probably trying to time her orgasm to the moment in the story
when Billy had his.  Just as Sandi was getting to the part where he was
going to cum, she looked at Carla and said, "Stop."

   "What?" Carla asked, with a look of horror on her face.

   "I said stop," Sandi replied with a smile on her face.

   "Why," Carla asked, now totally confused.

   "Because I don't want you to cum yet," She answered.

   "Oh god Sandi, I'm so fucking close," Carla said, with her voice
actually trembling.

   "Trust me, you'll be glad you waited." and then she said, "Now remember,
you're not allowed to cum until I say so."

   Carla just groaned, "Ok," and took her hand away from her tortured
pussy.

   Sandi's own pussy was quivering now, partly from reliving what happened
with Billy, but also from the feeling of sexual power she had over her
beautiful friend.  There was something very erotic about the whole
situation.  As she continued her story, she slid forward between her
friend's wide spread legs, reached down and took her wrists in her hands,
making sure she wasn't tempted to try to touch herself.

   Carla looked up at her with desire and agony in her eyes as she listened
to Sandi describe how Billy told her he could feel something happening
inside of him, and how she could feel his balls pull up, and the base of
his cock tightening as he prepared to erupt.  Carla was actually pushing
her full round hips up now, almost fucking thin air as she listened to her
friend.  She new that if her pussy made contact with anything, she would
probably cum right away...  but there was nothing to push against.  At that
moment Sandi described how Billy cried out, and how his hard cock began
jerking in her hand as it spit out its juice.

   Carla cried out, "Oh god Sandi, please let me cum," as she tried to free
either hand to rub her inflamed clit.  But Sandi's gymnastics training had
made her strong, so she was easily able to hold her friend's arms down.

   Carla was almost sobbing with frustration now, her hard clit only a few
rubs from an intense orgasm.  Once she stopped writhing, Sandi said,
"Carla, I didn't want you to cum yet because there's more."

   "Oh my god Sandi, what more could there be"?  Carla asked in a gasping
voice.

   Sandi just smiled at her and began taking her clothes off.  Since she
had not put any underwear back on, she was naked in no time.  Then she sat
back down between her friends legs and began telling her about leaving the
room to get a towel to clean Billy up, and how when she was out of sight,
she tasted his cum.

   Carla jealously groaned and said, "How did it taste."

   "Really nice," she replied, "not as tangy or bleachy as Paul's."

   When she described the taste, Carla actually licked her own lips and
began sliding her hand back between her thighs, but Sandi reached out and
stopped her again.  Carla just groaned and said, "Sandi, you're fucking
killing me!"

   Sandi just smiled at her friend, and let her arm go.  Only this time,
instead of sitting back, she moved forward and laid tummy down on the
couch, with her face hovering just above Carla's dripping pussy.  As she
began telling her how she starting playing with herself in front of Billy
watched, she idly dragged a finger up and down her friend's pussy lips,
causing Carla to let out a loud gasp and her whole body to jerk.  They had
touched each other when they were younger and would masturbate together,
but that was more out of curiosity.  Now, Sandi wanted to make her friend
cum.

   Sandi told Carla how she laid back and spread her legs wide so her
little brother could watch her play with her pussy, and as she did, she put
a finger deep in her friend's sopping wet cunt and then dragged her thumb
lightly over her clit, causing an electric charge to surge through her
body. Sandi knew now that she could make her cum whenever she wanted, but
she was having too much fun teasing her hot friend.

   Carla was still listening to Sandi's every word as she continued to
recount her morning with her brother and his friend.  She was pumping two
fingers in and out of Carla's pussy now as she told her how Billy got hard
again, and as he watched her playing with herself, he began jerking off .
Carla was trying not to moan too loud so she could hear Sandi's words, but
the fingers plunging in and out of her tight quim was making it hard to do.
The aroma from Carla's overexcited pussy was amazing, and with her face
only inches from it, Sandi inhaled it deeply.  Then, Sandi surprised both
her friend and herself when she stopped talking, leaned forward and circled
Carla's clit with her tongue.

   Carla shrieked with pleasure as the tip of her friend's warm wet tongue
flicked at her hard pleasure button.  Her boyfriend had gone down on her,
but he was rough and clumsy, and only did it as a precursor to sex.  But
Sandi's tongue was gentle and teasing, and both girls could tell that it
would only take a few licks to bring Carla's orgasm crashing down.  Sandi
was tormenting her friend to a frenzy now, alternating between licking her
clit and telling the story.  She would make little circles on it with her
tongue, and then tell how she was watching Billy pump his dick as she
rubbed her own pussy.  Then she massaged Carla's clit with her tongue until
she sensed she was about to cum, and then would pull away and tell her how
she asked Billy to come up and kneel next to her.

   Sandi could tell her friend couldn't take much more, and whispered, "Do
you know why I asked him to kneel next to my head?"

   Carla could barely speak, and just groaned, "Nooo."

   Then in a low, sexy voice, Sandi whispered, "Because I wanted him to cum
in my mouth...  just like you're going to do."

   Carla moaned, "Oh god yes Sandi...  please make me cum." Then Sandi
began alternated between telling the story and teasing her clit like this;

   "First, he knelt next to me with his hard prick right next to my
face..." lick, lick, lick

   "Then I turned my head and sucked him deep into my mouth..." lick, lick,
lick

   "As I rubbed my clit and sucked his cock, I could feel the head swelling
and the shaft getting harder as he got ready to cum..." lick, lick, lick

   "Just then he screamed `oh Sandi, here it comes'..." lick, lick, lick

   "Then I felt his hard cock jerk hard between my lips..." lick, lick,
lick

   "And my mouth filled with his warm load of cum!"

   Hearing her say that, and imagining Billy cumming in her mouth was the
last straw for Carla.  As Sandi's tongue flicked at her clit one more time,
her whole body shook and she screamed, "Oh fuck Sandi...  yes, YES!" It
seemed like everything inside her exploded as she experience the most
intense orgasm of her young life.  She was writhing so much that Sandi was
having a hard time holding her as she continued massaging Carla's aching
clit with her tongue.  She was cumming so hard that Sandi could actually
feel her friend's pussy walls clenching on her fingers as she came.

   Carla was literally sobbing now as her orgasm started to subside.  When
she finally relaxed, she looked down to see her best friend's gorgeous
face, covered with her pussy juices, smiling back at her.  All she could
say was, "Oh god Sandi...  that was fucking amazing."

   Sandi just smiled and said, "You're welcome."

   After they rested for a moment, Carla said, "I think I'd like to return
the favor."

   Sandi was super horny again from telling the story and licking Carla's
pussy, so she said, "Mmmm, I think I'd like that a lot."

   Carla slid to the floor as Sandi sat up and scooted her cute ass forward
so her pussy was level with her beautiful friends face.  Then Carla put her
hands behind her friend's knees and pushed them up and apart, giving her
maximum access to her swollen, wet pussy.  But instead of diving right in,
she began planting teasing little kisses on her inner thighs, causing
shivers to run through Sandi.  As Carla kissed her way closer and closer to
her pussy, Sandi was starting to moan.  She could feel the heat inside her
rising as Carla's lips got closer to her goal.  Then, as she looked up into
Sandi's eyes, Carla ran her tongue along her friend's wet slit, causing her
to shriek with pleasure.

   Sandi watched as her best friend teased her enflamed pussy with her
mouth.  Slowly Carla began moving her tongue up and down Sandi's swollen
cunt lips, purposely avoiding her clit.  With each stroke, she pushed her
tongue deeper and deeper.  Sandi's boyfriend wasn't very good at oral sex
either, but Carla's slow, sensual licking was driving her crazy.

   As her friend moved continued licking her pussy, Sandi caught a motion
out of the corner of her eye.  When she looked to her right, she saw Billy
standing at the bottom of the stairs, looking at her and Carla in wide eyed
wonder.  He had put on some boxer shorts, and the front of them were
sticking straight out, telling Sandi that he liked what he was seeing.

   Through a strained voice she groaned, "Carla, we have an audience."

   Carla lifted her face from her friend's dripping snatch and turned
towards Billy.  He could see her chin was shining with his sister's pussy
juice.  Billy couldn't believe how beautiful she was.  Her figure was
rounder and softer than his sister's and her breasts were much larger.  In
turn, Carla was checking out the tent that Billy's penis had pitched in the
front of his shorts.  Sandi finally broke the silent stare down when she
whispered, "Carla, do you want him to come over and join us?"

   Carla never took her eyes of his crotch as she said, "Yeah."

   Sandi smiled at her little brother and said, "It's ok Billy, c'mon over
here." With that, Billy walked towards the two naked teenaged girls.

   As he stood next to Carla, he asked "What are you guys doing," in a very
innocent way.

   Sandi asked, "Remember how good it made you feel when I licked and
sucked your penis?"

   Billy nodded and said, "Uh huh."

   "Well," Sandi continued explaining, "Now Carla's doing the same thing
for me by licking my pussy, and I just finished licking hers." Then she
asked, "Do you want to watch."

   Billy said, "Ok," and started to sit down, but before he had a chance
to, Carla put her hands on his hips and turned him to face her.  Then she
tugged his shorts down, letting his hard cock spring into view.  First she
wrapped her hand around it and gently stroked it as she examined it's size
and hardness.  Then as Sandi and Billy watched, the beautiful dark haired
girl that he had his first crush on leaned forward and sucked his penis
deep into her mouth.

   Billy groaned, "Oh geez," as Carla began working her lips and tongue on
the torrid flesh.

   Sandi just watched her friend sucking her little brother for a minute,
and then suddenly realized that she was being ignored and jokingly said,
"Hey, you're supposed to be licking me, not him."

   Billy groaned in disappointment as Carla let his raging prick slip
between her lips, but his disappointment didn't last very long as she said,
"Billy, how would you like to fuck me while I lick Sandi."

   The young boy's eyes grew as big as saucers as he said, "Do you mean
it?"

   "Sure," Carla replied in a sultry voice, "I'd love to have that hard
cock of yours inside me."

   Billy couldn't believe his ears.  The first crush of his life had asked
him to fuck her.  The only problem was he wasn't exactly sure how, so he
asked, "What do you want me to do?

   He watched she got on all fours, with her face right in front of his
sister's aching cunt, and then she said, "Ok Billy, kneel behind me.

   The young boy knelt behind her and admired her full round ass.  From his
angle he could see her puckered ass hole, and just below it was her pussy,
still wet and swollen from Sandi's earlier licking, and the new excitement
created by sucking her best friend's pussy and her little brother's dick.
Once he was in position, and Carla had adjusted herself until his rampant
cock was at the same level as her wet slit, she groaned, "Ok Billy, put
your penis inside me."

   Billy pushed his hips forward, and then let out a moan as the head of
his cock came in contact with the swollen, wet lips of Carla's dripping
snatch.  He pushed forward a little more until the head lodged itself in
her pussy, and then she let out a grunt as he jammed his entire cock deep
inside her.  From there, Billy knew instinctively what to do as he began
fucking his prick in and out of the beautiful teenager.  Each time the
young boy slammed his hard shaft inside her, his hips slapped against her
full round ass, and his balls bumped her swollen clit.  Carla groaned as
Billy began fucking his boy cock in and out of her like a piston.

   Once Billy had established a rhythm, Carla lowered her face back to her
friend's enflamed pussy.  She began circling Sandi's clit with her tongue
as the young boy pounded his raging prick in and out of her pussy.  The
three of them were a quivering mass of flesh now as they all approached
orgasm.

   Sandi was going to be the first to cum.  As she watched her little
brother fucking her best friend from behind, she felt Carla's tongue
bringing her closer to orgasm.  She could feel a trembling deep inside her
groin as the teenager tormented her clit.  Just as Sandi was nearing her
peak, Carla pushed two fingers inside her friend's tight quim and then
began flicking her tongue against her clit, and the combined sensations
were too much.  Sandi screamed "Oh god Carla, yessss!" as she came on her
friend's face.



   Sandi was writhing on the couch as her friend continued to torment her
trembling pussy.  Billy couldn't believe what he was seeing, and began
fucking her sister's friend even harder.  Under any other circumstances,
what he was watching and the sensation of plunging his dick in and out of a
beautiful teenaged girl would have had him finished already.  But since he
had just cum twice, he was able to hold off.  This worked great for Carla,
because she was going to be the next to cum.

   When Sandi finally collapsed, Carla lifted her dripping face from her
friend's crotch and started concentrating on her own orgasm.  As Billy
continued to thrust his cock in and out of her tight young pussy, she
reached between her legs and began playing with her clit.  She could feel a
knot in her belly begin to tighten, and as she got closer to cumming she
groaned, "Harder Billy...  fuck me harder!"

   Billy's hips were a blur now as he pounded his young hard prick in and
out of Carla's tormented pussy.  As the boy fucked her friend, Sandi slid
to the floor and sat in front of her.  She put her hands on her shoulders
to keep her from rocking as her little brother's hips slammed into Carla's
ass again and again.  The young girls looked into each other's eyes for a
moment, and then Sandi leaned forward and passionately kissed her.

   Carla was moaning into Sandi's mouth now as her fingers and Billy's cock
brought her closer to orgasm.  She could feel the fire deep in her cunt
starting to rise as she frigged her clit even faster.  Even though he had
little experience, Billy could sense that Carla was going to cum.  He could
also feel the muscles at the base of his cock starting to tighten as his
own climax approached.  Suddenly Carla pulled from Sandi and screamed "Oh
god Billy...  oh fuck!" as her pussy quivered, and then exploded.

   Carla buried her face in her friend's shoulder to muffle her screams of
ecstasy as she came.  Billy could feel the walls of her pussy clutching at
his penis as the contractions deep in her groin sent waves of pleasure
throughout her body.  The young boy kept fucking his cock in and out of the
beautiful teenager's trembling cunt as her orgasm subsided.  Finally, she
slumped into Sandi's arms.

   Even though Carla had cum, Billy continued to pound away as his own
orgasm approached.  He could feel his balls starting to tighten as he
fucked the young girls dripping pussy.  He was groaning out loud, and both
Carla and Sandi could tell he was going to cum.  Then, just as he was
reaching the point of no return, Carla groaned, "I want you to cum in my
mouth Billy."

   The young boy pulled his near bursting cock from the warmth of his first
crush's pussy and stood up, and as he did, Carla spun around and knelt in
front of him.  Then she looked up at him with a smile on her beautiful face
before she leaned forward and sucked the entire length of his cock deep
into her mouth.  As she began bobbing her head up and down on his shaft,
Billy's big sister knelt behind him, reached between his legs and began
fondling his balls.  Sandi could feel them starting to pull up to his body
as her friend sucked her little brother towards orgasm.  From where she
knelt, she had a perfect view of his cute little butt.  Suddenly she leaned
forward, parted his tiny cheeks and began tonguing his puckered little
asshole.

   The new sensation caused him to let out a shriek.  Carla couldn't see
what Sandi was doing, so Billy's scream made her think she might have hurt
the small boy.  She took his hard cock out of her mouth for a second and
said, "Billy, are you ok?"

   Through a strained voice Billy said, "Yeah, Sandi is licking my bum and
it just surprised me."

   "Sandi, you're so naughty," Carla crooned, and then she said, "Ok Sans,
let's make your little brother cum in my mouth!" Then she sucked Billy's
stiff pole deep into her mouth.

   Billy moaned, "Oh jeez," as Carla sucked his dick and his sister tongued
his tender little bum hole.  Sandi could feel his balls were pulled all the
way up against his body now, and knew it wouldn't be long now.  She was
rubbing her tongue against his asshole as Carla wrapped her hand around his
cock shaft and began moving it in the same rhythm as her mouth.  Billy was
on sensory overload, and groaned, "I think I'm gonna cum pretty soon."

   Carla took his cock out of her mouth and groaned, "Lets make him cum
Sandi, I want to taste it," and then took him back between her lips, using
her tongue to tease the overexcited flesh.

   Sandi began massaging the spot just behind his balls with her thumb, and
suddenly felt the muscles swell and then begin jerking hard.  She pulled
her tongue out of her little brother's asshole and groaned "Here it comes,
Carla," and at that moment Billy screamed as the spasms propelled what
little cum that was left in his balls into the beautiful teenager's waiting
mouth.

   Carla could feel his prick jerking on her tongue as it deposited his
remaining load into her sucking mouth.  She swallowed the first few burst,
but when as his climax slowed to a dribble, she just held the last remnants
in her mouth.  Then, when Billy's cock stopped twitching, she let his
softening cock slip from between her lips and gently moved him aside.  Now
Carla and Sandi knelt face to face, and as Billy watched, Carla opened her
mouth to show Sandi the coating of boy cum on her tongue, and then she
leaned forward and kissed her best friend.  Sandi let Carla slip her tongue
between her parted lips, and then shared the remainder of her brother's cum
from it.

   When they finally broke their passionate kiss, Carla smiled and said, "I
believe in sharing."

   Sandi just licked her lips and said, "Thank you." Then she looked at her
little brother and her best friend and said, "Billy, why don't you invite
Jimmy over tomorrow."

   Carla just smiled mischievously at both of them and said, "I have the
feeling it's going to be an interesting summer."