ed me an online profile of Katie's that included pics of Katie holding a sign saying " I love S.V.S Peter." I knew i would never go out with her, the grade difference, the ever so slightly overweight thing. I told her in a much kinder way that i was glad that we were friends but i would never go out with her. Katie became mad at me for awhile and became involved with another of my friends, Mark who was a 17 year old pyro who always carried two cents worth of marijuana in his wallet because it was all he could afford.

One night online my friend down the road told me that Katie had been talking to Mark and the two had decided to have sex because katie was so torn up about me not wanting to go out with her. I quickly contaced katie and told her that as a friend i would do anything with her except unprotected sex, lest she become pregnant. I may sound like a guy just trying to get somewhere, but i was concerned for my friend.

Me, Katie and my other friend got it all planned out. Katie and i would go downstairs in my friend's basement. A mattress would be laid out on the floor. My friend would sit on the stairs in case her parents came home. Our alibi was that we were to be getting a TV out of the basement so we could watch a DVD katie brought.

Now to the stuff you are all interested in:Â

I was shaking slighly as my friend on the stairs waved to me as if to say "goodbye" as katie led me towards the French doors leading from the rumpus room into the dank basement. Katie's hand was trembling and slightly sweaty too as i stepped over the threshold, almost i was leaving my innocent childhood behind, and stepping into a darker crevice of my personality. Katie and i sat down on the mattress, after i closed the door, ensuring we were safely ensconced in the basement.

We both sat on the same side of the mattress, in an awkward silence, both wondering who would make the first move.

"Sooooo...." i mused.

"Sooooo what?" katie mumbled back.

"Are we going to do what we came here for?"

"Sure." Replied katie.

"I'll go first then."

My hands were shaking as my hands went towards the throbbing bulge in my pants. I unsnapped the snap and drew the zipper down. I pulled my 6.5" cock from the depths of my favorite cargo pants and held it up for her to see. Katie looked over her shoulder at it and suddenly looked away.

Alarmed, i partially drew it away, fearing it was too small, or i had crossed some invisible boundary. Had i made a mistake? Was i so thick i thought we were talking about fooling around nude when the girls had been talking about something else?

"Sorry" katie said, turning her head back.

The tip of my cock was throbbing and my scrotum was drawing up tight from the cold of the basement. Katie asked if she could toutch it and told her she could. The second her warm hand enveloped it, i thought my body would explode from the electric shock of someone else toutching me in such a way. Never before had masturbation brought such pleasure to me. I leaned back, propped my body up on my arms and let her caress it awhile. She then seemed out of some deeply buried female reflex, put her mouth down to the tip. The second the warm lips met the tip, a small dribble of pre-cum leaked up and out. she just licked it up, squeezing her fingers around the base of my shaft to delay the climax.

Katie began to suck slowly, the inside of my cock was cold fire. Pleasure collided with thoughts of alarm should we be caught. Mixed signals in my brain told me i didnt care. let everybody in the world into the room and see for I DONT CARE!

her fingers squeezed tighter around the base. My balls felt as if they would explode. She began to pump her head up and down the shaft, and right when it felt as if the wet vacuum of her mouth would suck my manhood inside out, she released her fingers. I felt the warm stream of my seed splatter into her mouth. She moaned around my cock. From outside, we both heard my friend on the stairs stifle a giggle.

"Lets try and be more quiet." i whispered.

Katie crossed her arms and reached for the button of her jeans. They opened and i saw the black thong she told me she would wear. It was soaked with vaginal juices, small streams running down her legs, between her buttocks. I pulled the elastic down and revealed a shaven pussy. Once the thong was down, a larger trail of juices leaked from between her labia. Goosebumbs arose on the skin, her breathing shallowed out and her breast began to rise and fall with elacrity. Nipples poked at the bra that held them back. I lowered my mouth to her pussy and felt the warm juices on my lips. I used my tongue to have a taste; a first taste of pussy juice. Expecting a strange taste, akin to that of the reek urine or some odd sweat-like taste, i experienced a bittersweet flavor, tangy, but at the same time enjoyable. I sucked gently, draining her swollent cunt. Katie stifled a moan. I sucked her clit, ever so slowly. Her legs tensed up and i felt a rush of warm liquid hit my lower lip and chin. The smell of that bittersweet tang hit my nostrils. My cock began to harden from its refractory period. i inserted a finger into her cunt and felt the ridges of her vagina squeeze it, then relax. Juices leaked out around it, I slid it in past the first knuckle. She began to moan, so she placed a hand over her mouth. She began to grind her pussy back onto my finger.

I stood up and pulled her up with me. I maneuvered her to a lolly-column and had her lean against it. I went on my knees between her legs and pulled her jeans down to her knees. I put my mouth on her labia again, longing for the bitter sweet taste. Her hands fell on the back of my head, moving me more into her. I inserted my tongue into her cunt and moved faster and faster. Her legs squeezed and relaxed around my skull. A huge rush of fluids came a few seconds later. She was on tip-toes as her body rose, then her legs bent and she collapsed in front of me on the floor, juices leaking onto the concrete.

Next came the twins. I helped her remove her sweat-shirt and tank top. I reached around her unclasping her bra. Massive breasts fell out. Huge nipples had risen to tiny points as they became erect. I sucked her left nipple, caressing her right breast with my hand. I flexed my penis so the tip just teased her clit, making her attempt stifling moans once more.

"would you ass fuck me?" she asked.

I hesitated.

"lets do it....your ass i mean."

Being the humorous person she was, she giggled at my mock-stupidity.

Katie began to try to work up saliva. I then plunged my cock into the soaking chasm of her mouth. Coating the shaft and tip with layers of saliva, the tongue rolled and twisted, tickling the tip. I withdrew my cock and moved to her ass. I pulled off my t-shirt and got my cock lined up with the small pink hole in the center of her round, beautiful ass. I slid the tip in, the saliva still glistening on the shaft from a small un-shaded lightbulb in the corner.

Slowly i moved my hips forward, the tip toutched her asshole. Instinctively, she drew forward, away from the tip.

"Sorry. Grab me on the waist so you hold me back, that felt good!"

I did as she asked. I put the tip on the asshole again. I felt her struggle again, but not as much. I held the tip there. I felt her buttocks tighten up.

"Relax" i said as soothingly as i could under my excitement.

I pushed a little bit. The tip entered the hole.

"Ughhhhh..." moaned katie.

I pushed a little more until the head was buried in her ass.

"Uhh....uh....uh..uh..uh" she panted.

"If you want me to get out, just say so." I said.

" 'kay" she mumbled.

I pused a little more, then withdrew. I waited a second, then pushed in farther. It was getting incredibly tight, the tip of my cock was getting stretched and i felt a little bit of discomfort, but the saliva was helping. My cock was about 1/4 the way in when she said "stop."

"want me out?" i said.

"No, just lemme get used to it."

I waited. I moved a hand under my cock and between her legs to her clit. I rubbed a bit.

"ooh.....that really helps, thanks."

From what i could see from where i was, her head was hung, eyes closed, mouth open. She was working around my cock, determined to get the muscles to relax and accomadate the intruder.

"Full speed ahead captain" she giggled, slightly weakly.

I began to move sloly until it was halfway in.

"oh ohhhhhhhhhhhhhhhh" she said as she exhaled.

I waited a sec, then moved back out, in, out, in, out ever so slightly. Gently was the way to go here. I began to slide again. In and in it went, the squeeze getting tighter. When i made signs of slowing down to let her get used to it, she said

"no keep going"

I kept pushing and pushing. the saliva was wearing thin, however the muscles were loostening and the job was becoming easier. I slid and slid and with a slight pinch of the clit, and a final bump, i got my cock all the way in.

"OHHHHHHH! ..................huh......huh.....oh..................now, you fuck me like there is no tomorrow." Exhaled Katie.

I began to slide in and out, faster and faster. I felt the cum building up again and the same feelings of amazement and other thoughts colliding in my head. Pleasure was obscuring all senses. I began to move faster and faster, both hands back on her hips like a captain with his hands at the helm. The sound of my balls slapping into her wet pussy that was dripping on the mattress and making a puddle was echoing around the basement. I fucked as hard as i could with katie as ambient noise in the background of the thoughts and signals of pleasure in my brain.

"Oh OH OH OH OHOHOHOHOH OHHHHHHHHHH OHHHHHHHH AH AH AH AH AH AH OHHHHHHH."

Suddenly i felt the stream of warmth come up my shaft. My penis went uncontrollably rigid again and then relaxed, depositing my seed in her ass.

A few minutes later i withdrew my limp cock and katie and i kissed. Not a passionate kiss of lovers, but a passionate kiss of friends.....

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