Had he heard them; or seen them? It occurred to Zoe that when she left for the kitchen, she didn’t open Shawn’s door, which meant they left it open. What if Matt had watched them, and they retired back to his room to jerk himself off thinking about it. Zoe reached down and found her clit was no longer sensitive, but begging to be rubbed again. She peered around the door, holding her breath, but rubbing her pussy. Her eyes now confirming what her ears had suggested. Matt was lying back on the bed with one leg hanging off, his foot flat on the floor. Both hands were in his crotch; his left, holding his cock straight up, his right, sliding up and down over the head and shaft. As her eyes adjusted from the dim light of the hallway to the near darkness of Matt’s room, she saw that Matt’s cock was enormous; not in length, perhaps only six inches, but very thick. She noticed his strokes were getting faster and she could hear his breaths getting shorter, as were hers. "I see you there," said a voice from the bed, "Are you coming in?" Zoe was quite startled at the sudden break in the silence. Her mind raced quickly over numerous thoughts and situations: she had no commitment to Shawn, and he had no commitment to her either—they only met a couple of hours ago. And here was a very thick cock she desperately wanted between her lips or at least aimed at her face before cum started erupting from it. "I want to, but your roommate is going to wonder where I am." Just as Zoe finished her sentence, she felt something pressed into the crack of her ass, and two strong hands on her hips. "Actually, I know exactly where you are now. I wondered what was taking so long, now I know." Shawn started to turn the tables on her and was teasing her with naughty words and suggestions now. Keeping his hands on her hips, and his hard dick firmly nudged against her ass, he whispered to her, "You desperately want that, don't you?" Zoe was now becoming overwhelmed with stimulation from all sides; Matt had slowed his strokes down dramatically, and was now just putting on a voyeuristic display for her, moaning here and there; Shawn was pressing against her from behind, and whispering dirty suggestions through her disheveled hair and into her ear; and she was still madly fingering her clit, but with her left hand now, as her right was now needed to prop herself up against the door frame, Shawn's pressure and an overall weakness enveloping her. "Oh, I think I'm going to cum soon," Matt groaned. "It's going to splash all over my stomach and chest." He quickened his pace, pumping his hand up and down his thick cock. "Mmmm," had escaped Zoe's lips with almost a whimper instead of with a more lustful connotation, and her body, still restrained by Shawn's grip, lightly lunged towards Matt and the bed. "Shawn, let me go. Please?" "Why, what do you want? Tell me, or I'll hold you here," Shawn insisted. "I want Matt's cum in my mouth. I want that big dick stretching my mouth while yours fucks my pussy. Please Shawn, before he cums, let me go!" Shawn released his grip on her hips, and Zoe sprung forward with the prowess of a jungle cat targeting its prey. His cock was rock hard and threads of pre-cum that were starting to soak her ass stretched and fell away to the floor. Just in time too, he was ready to explode himself. Matt let his right hand go from pumping his shaft to holding Zoe's face down on his thick cock. His left hand was still holding the base, forcing his length straight up. But Zoe needed no one to force her tiny mouth down on his dick at this point—she was furiously jerking Matt off, the head of his dick slipping in and out from between her lips. She was insane with lust now, and the only thing that she could focus on was tasting that huge, salty load of cum that was now only seconds away. In her haste, Zoe had simply knelt beside the bed and pulled Matt into her mouth, which left her pussy and ass exposed from behind, which is exactly where Shawn had positioned himself, the head of his seven inches pressed against her opening. With one hand on her shoulder and the other guiding his cock inside her, he plunged into her dripping hole with one thrust. She was beside herself with lust now, and her oral skills were now about to pay off. "I'm going to cum in about three seconds," Matt panted. This was just enough time for Zoe to pull her mouth off, her lips covered in saliva and Matt's juices, "I'm going to pump your semen into my little mouth and all over my tongue and lips. Get some on my face too, so I feel like a slut." She had been using her other hand on her clit for some time now, and it looked like she had timed her orgasm perfectly with Matt's. Shawn, after listening to her dirty instructions to Matt, was ready to erupt, but was trying with all his might to prolong fucking this nympho's incredible pussy. Despite being soaked with her own lubricating juices, her cum and his saliva from the licking she received earlier, she was incredibly tight. More to do with her small frame than inexperience, Shawn thought, as he continued to slam against her ass. With a grunt and a violent thrust towards Zoe's face, Matt started shooting. Stream after stream of thick, white cum was jetting into her mouth, and Zoe pumped his cock desperately, as if begging it to deposit as much semen as possible into her throat. After about four streams had hit her tongue, she pulled him out, and he was still cumming. Gobs now started hitting her lips and cheeks and chin, just like Shawn had done. Letting go of Matt's dick to grip the sheets, Zoe was fingering herself to a mind-blowing orgasm. She could feel Shawn's meat hammering into her belly and occasionally her fingers touched his cock as it pumped in and out. She gasped and panted as she came, her face and neck covered in sweat and cum. It had just occurred to her that Shawn was fucking her without a condom; it made her feel dirty. "Shawn, you're a bad boy, fucking my tight, little hole with no protection." She was no longer completely horny, but still feeling naughty enough to tease Shawn before he came. She forced him to stop and pull out momentarily while she climbed up off her knees and into an armchair in the corner of Matt's room. She slouched into the chair so that her pussy rested just on the edge of the cushion, where she invited Shawn back inside her. "Come back over here and get that cock back inside me," she cooed. Shawn spun around on his knees and maneuvered back between her spread thighs. As he sunk his shaft back inside her, she reached for the back of his neck, pulling him closer. "Are you going to cum soon, Shawn?" "Yeah, pretty soon," he groaned. Zoe smiled and suggested, "Well, I know it would feel really naughty if you came inside me, because I'm not on the pill or anything, and knowing your sperm could get me pregnant is such a turn-on." Zoe knew she was playing with fire here, that her dirty talk could make him cum at any time, but she continued anyways. "I would feel so slutty going home knowing a stranger had just filled my pussy with semen." The look on Shawn's face was tortured, and she knew she had about ten seconds left of control over this situation, before he started shooting inside her. "But," she purred, "I can't come over and let you and Matt fuck my ass, pussy and mouth if I get pregnant. Maybe you could just stand up when you're ready to cum and jerk off on my face? I still have Matt's cum on my chin, and feeling your warm, salty semen splash across my face while he stares at me is getting me really excited." Shawn pulled out and stood up; her plan had worked well. He stood over her jerking his swollen meat about a foot from her face. "I want you to stare back at Matt, not at me this time," he said. "Mmmm, that's naughty!" Zoe gasped, "I'll watch Matt stroking his hard cock while you shoot your cum on my lips. Do it, Shawn. Cum on me." "Open your mouth," he moaned. Zoe parted her lips slightly, never taking her eyes off Matt, as Shawn rested the head of his dick on her bottom lip. "Open a bit wider, and push your tongue out," he commanded. She obeyed, the head of his cock now rested on her tongue, pointing into her mouth, slightly to the side. She continued to watch Matt and moan. Shawn erupted with a pronounced grunt, squirting cum into her mouth. Fighting the urge to close her eyes and enjoy the sensation of the warm liquid now filling her mouth in powerful streams, she stayed focused on Matt. Realizing that some of the enormous pool of semen on her tongue was beginning to trickle out onto her chin, she pulled her tongue back inside and swallowed eagerly. She smiled and sighed. Perhaps next time she could convince her girlfriend Dawn to stay out with her.