to the motel room was when I first saw Bill. He was sitting on the bed in his boxers and a blue and red striped work-shirt with patches above the pockets, one with the name of the garage where he worked as the parts manager, and the other sporting the name "Bill." When he stood up, he must have been six feet three inches tall, which is damn big compared to my five feet six.  Joe quickly wrapped his arms around my middle and whispered in my ear, "This is my friend. We can have a great time with him, but if you are afraid, I'll understand..."
 
Afraid my ass, was what crossed my mind. I guess I am a contrary sort of gal. If I haven't told you already, I do have a contrary streak, the evidence of which is that I went to the motel room with Joe in the first place, trusting him based on absolutely zero evidence.

Joe made the introductions, all the while holding me against him. I could feel his cock growing where his body pressed against my back, and his hands cupped and massaged my tender breasts.  As we stood there, Joe began kissing my neck and behind my ears. If I had had any fears, they just melted away and my nipples grew even more sensitive and rigidly erect!

Joe sort of pushed me across the dingy carpet toward the bed. Joe said, "My, my, what a pretty little thing." He reached out and cupped my chin. "Baby," he continued, "You are going to love this.

With that, Joe began to tug on my blouse, pulling it over my head. I was wearing a simple white bra that stood out from my summer-tan skin.  I unbuttoned my shorts and let them drop to the floor.  I reached down and tugging my panties over my hips, stepped out of them, too. There I was, my cunt, which was covered by a thin thatch of reddish-brown pubic hair, a pair of flip-flops and my bra.  Joe unhooked it, and I, pushing my arms together, let if drop down my arms, then to the floor.

All the while, Bill was watching with a half-smile on his face. "Yes, yes. She is all you said she would be...."  He reached out one large hand and pinched a nipple, sending a thrill through my girlish body and causing my internal juices to begin to lubricate my pussy.

Bill shrugged out of his shirt and quickly pulled his boxers down below his knees. His cock, only semi-hard was very, very large, and only partially covered the largest set of balls I had ever seen. Joe also stripped, and, taking my hand, led me the rest of the way to the bed.  We lay down, and Joe pulled the pillows from under the bedspread, and I lay down, opening my legs for Bill.
 
So, there I lay, with my hands holding my thin, coltish legs up and open behind my knees, framing, from my point of view, the imposing body of Joe's friend Bill. Naked, his large belly, covered in a spreading riot of reddish hair that began around his sex, and exploded over his ample belly and chest. His organ was easily the largest I had ever seen. He was uncircumcised, which was also new to me. But his cock was very nearly the same diameter as a coke can (well, maybe that is an exaggeration, but not much of one), and was covered with large, snaking veins, and despite its size, it couldn't hide his large dangling testicles nestled in their red-haired scrotum.  He gripped his cock tightly by the root; the head was large, purplish in color and very shiny from the titanic pressures within, the foreskin pulled back into a flesh ring that encircled his fat penis behind the mushroom-shaped crown.
 
Joe was lying on the bed next to me, also naked.  His cock, also erect, wasn't nearly a fat as his friend's, but it was pretty nice too, and I had had some wonderful experience with it both in my mouth and my hungry, hungry pussy. He was gently massaging my small breasts as Bill adjusted his position before angling his cock head down toward my young, tight, but willing cunt.  Joe reached down and, with two fingers, spread my pussy lips as Bill rubbed the large, forbidding knob up and down my slit, just covering the tip with my sexual juices. Each time the spongy head of his penis stroked across my clit an electric jolt ran up my insides causing a spasm of my neck muscles. It felt SO good!

He stared at my sex, open to his view, and, stroking his penis, crawled onto the foot of the best, his bulk eclipsing the overhead lamp.  Joe, laying beside me, began to suck on one tit, nibbling on my nipple as Bill reached forward and, using the fingers of one hand, spread my cunt lips.  He ran one fat finger up and down my slit, touching lightly my clit, and then, pushing it deep within me. I shut my eyes in pleasure as he began to finger-fuck me.

I felt the bed move and the old springs squeak, as Bill adjusted his position once more.
 
Then, Bill began to push his cock into me. I shut my eyes as the wonderful spreading feelings spread out from my vulva.  Bill pushed a bit, and then pulled back, grunting.  Adjusting himself, by leaning forward, moving his hands to rest on the bed on either side of me, he said, "God, she's tight," grunting as he tried to force his penis into me.  I placed my hands on either side of his hips, trying to pull him into me. Even though he was a stranger and sort of scary, I really, really wanted that cock in me. It is hard to explain, but while it is sort of frightening to see such a large organ, it is thrilling, too.
 
I felt his rod push into me, the fat head splitting my lips apart.  It is hard to describe exactly how it felt, but it was b-i-g.  Suddenly, it slipped out and his hips fell forward with his cock between our bellies.  "Damn!" he said. I sighed, sadly.
 
Taking his cock in hand, he tried again, and again it slipped out before he could penetrate my gushing cunt.  I pushed hungrily with my hips as he tried again, and again he slipped out, this time his massive member slide down over my little anus and between my ass cheeks.  "Ohhhhhhhh," I moaned in frustration.
 
Bill rose up, kneeling between my legs.  He said, "Look, Joe, You gotta put me in while I lean forward and push...."  I've had several three-somes since that night, and the men always seemed phobic about touching each other (even though they love to see the gals make out).  But, Joe reached forward, and without a qualm took Bill's organ into his left hand, and pumped in a couple of times as Bill smiled.
 
Then Bill leaned over me, resting his large frame on his hands on either side of my head. I peered down between my little breasts, over my slim stomach and watched as Joe pushed the head of Bill's cock into my opening.  It still didn't fit in very easily, so Joe said, "Wait a sec," and moved around behind Bill. Joe reached between Bill's large thighs and sort of cupped the pulsing organ in his hand, guiding it toward me again. Bill's heavy balls rested on his wrist and rolled some as Bill leaned forward again.
 
This time Bill's fat cock began sliding into me. First the massive head slipped into me.  Joe pulled Bill's cock back a bit and, together, they pushed again. And.., it slid into me, filling me like no other cock had before.  Joe removed his hand as Bills cock slid deep, deep, deeper into my oh-so-willing pussy.
 
I felt Bill's heavy belly resting on me as his cock bottomed out in me. I felt his giant, cum-heavy balls rolling against my asshole as he seated his penis in me, sliding his hips around in small circles.  When he was as deep as he could go, I flexed my muscles, clinching his dick, trying to draw him in deeper.  He said, "Damn, girl! That is wild; Joe, she's squeezing my cock with her cunt!"

Then I felt a moment of claustrophobic fear as Bill's giant body weighed heavily on me. The fear, a kind of choking, was quickly replaced with a sort of wonder as Bill pulled his hips back, withdrawing his mighty organ up, up, out and out, slippery with my nectar, the massive head rubbing against my vagina walls; then, with a quick shove, he seated his pulsing cock back into me. I cried out in surprise and pleasure as he began to pump.

His cock slide in and out, in and out, his belly rubbing against mine, the root of his cock mashing my clit with each down stroke, his cock feeling like it was pulling me inside out each time we withdrew, bang!  Again and again he pumped me. I could feel his balls begin to slap against my anus I answered him thrust for thrust. I could hear our bodies slapping together wetly as he fucked me.  He leaned more onto me, his head and rough beard against my shoulder and neck, his thickly matted chest mashing my little tits as his snake slithered in and out of me, again and again, his ball sack flapping against me with each grunting thrust; my cunt slamming up to meet him push for push.

I could feel my juices sliding over my anus as he ground his tool into me; my legs were pistoning back and forth and my hands gripped his ass as we humped and humped, grunting, the bed shaking as we fucked and fucked and fucked.

I could feel droplets of his sweat on me. At one point I opened my eyes, which had be closed tightly in ecstasy, and watched, over his broad back, his ass moving and clenching over and over and over again as he pulled out and shoved in, out and in, in and out, his belly smacking wetly, wetly against my tiny body.

Finally, he shoved himself up on his hands, and then reared back on his knees, his thick rod all that linked our bodies. "Look at this, Joe," he said, breathing heavily.  I whimpered and tried to hump his cock in frustration. I had been so close to cumming.

Smiling, Bill said, "Rub her clit for her while I catch my breath."

Joe reached over and gently began to rub my clit, as engorged as she had ever been and poking out of her hood, with two fingers. He rubbed me in a circle, applying a light pressure.  Ahhhhhhh, I thought as he rubbed.  I rose up on my elbows and watched with growing pleasure, while my hands cupped my aching breasts and my fingers pinched and tugged on my blood-thickened nipples.

I could see Bill's red cock pulsing between us as Joe rubbed my clit.  I could see Joe's fingers touching Bill's penis every now and then, rubbing along the slick cunt-juice-covered organ.  I could see that Bill's public hair was wet and matted from our fucking, as was mine.  I watched Bill watch Joe as he touched us both.  After a bit, Joe alternated massaging my clit and ringing Bill's cock and masturbating him. Two or three rubs for me; then two or three pumps for Joe. It was wild.

Bill smiled approvingly. "Now, Joey, that feels good. That feels fine..."

I moved my pelvis up and down, my pussy meeting Joe's fist as it slid down Bills long, red, wet penis, and pushed against my clit sending electric jolts through my tummy and snapping out of my tender, swollen, and thrilled nipples. This was the best; by far the best sex I had ever had. It was a physical and visual turn-on unlike anything I had ever experienced, and I hoped it would never end; but end it had to.

I felt my feet and hands go numb as my orgasm approached, running up my legs and arms, paralyzing me. I lost feeling in my face, and my lips felt giant and puffy as the rictus hit. I heard, as from a distance, a low moan rising to a scream as it hit. I spasmed again and again with the fat head of Bill's cock still in me, his shaft being stroked by Joe and my clit mashed again and again.

It was the orgasm of a lifetime.

I then had a sort of out-of-body experience. I felt a bit remote from the goings on as Bill leaned back over me and began to slide his fat cock all the way back into my vagina.  I could feel it filling me, but it was as if I was anesthetized. He began to pump in and out of me again. I felt my legs begin to flail back and forth as he moved in and out me. My hips began to cooperate and my sex rose and fell beneath him as he fucked me. My hands gripped his shoulders as he pumped and pumped, this large, fat cock alternately filling me, then vacating, then filling, the large bulbous head massaging my vagina walls creating such wonderful, wonderful feelings.

Soon the tempo of his thrusts increased until he grunted a final time or two, plunging his cock deep, deep, deepest into me and, as feeling returned to me, flooded my cunt with his hot sperm.  There is no other way to describe it other than a flood. I could feel his hot cock pulse with each jet of sperm as it splashed inside me, and the already liquid feeling within me somehow increases.  He moved over me, his cock slipping around in the now super-lubricant.

"Goddamn, honey, you are one hot little fuck!" he exclaimed, breathing heavily. I peered at him through sleepy eyes, and smiled.

"You are one hot cock," I replied feeling sated.

Abruptly, he pulled his slimy cock from my swollen pussy with a single slippery pull accompanied by a small "pop" sound.  He continued to kneel between my open thighs, his cock, red and shiny with our combined cum, standing out from the damp nest of red pubic hair. His belly, large and round shook slightly as he moved away, shaking the bed as his weight shifted.

"Joe, eat her out," he ordered.

"With pleasure," Joe answered, moving around me and laying between my open thighs.  He wrapped his arms around my legs, fingers spreading my vaginal folds, opening me to his gaze.  He looked at my cunt, then up at Bill and said,"Look at all this cum, Bill, it's just ooozing out'a her cunt."

I saw Bill, naked, his cock drooping over his massive balls, all shiny with our cum, his hands on his hips, watching, smiling. "Lick it up," he ordered.

I felt Joe's warm breath on my sensitive folds, and then felt his tongue slip into my opening. I lay back and enjoyed the feeling of his mouth on my sex, his tounge slipping in and over my fresh-fucked sex.  My one hand drifted down to clutch at his hair and he probed my vagina with his tongue, licking up Bill's and my combined juices.  My other hand continued to massage my breasts and to pinch my nipples.

I felt very languid, sort of floating.  But, soon, Joe's lips and tongue found my oh-so-sensitive clit, and he began to suck gently on it.  I felt the fires building again within me as he flicked his tongue over my hot button, and occassionally nippled with his lips and sucked me into his being.

Without warning, I orgasmed again. Not as powerfully as with Bill, but very a very nice detonation of pleasure the spread numbing feelings outward from my pussy. I clinched Joe's head between my thighs as my body convulsed, gripping him tightly to my sex for a spell.

Then, the I suddenly relaxed.  Joe rose up between my now wide open legs and fingered my cunt briefly. "God, she is soooo slippery," he said, mounting me, his cock sliding deeply within me without effort.  I felt his balls touching me, and the root of his cock ground against my pelvis, trapping my exhausted clit between us. I rested my hands against his chest, feeling the muscles flexing as he fucked me. I looked at him through slitted eyes, and saw his mouth and chin all shiny in the lamplight, covered in my cum and Bill's sperm. He looked sooooo happy.

Quickly, Joe began to pump in and out of me. I sort of lay there in a sexual trance as he fucked me. I could vaguely hear the wet smacking sounds our bodies made as he slammed his cock deep into me. After a bit, my hips began to rise and fall in counterpoint to his plunging cock. My hands then gripped his ass cheeks, and I could feel them opening and closing with each out and in motion. He rested his body on mine, mashing my tits against my ribcage, and placing his chin on my shoulder.

Together we rocked in the ageless rhythm until, at long last, he came, his sperm ejecting from his cockhead into my warm depths. I could feel penis flex just before his hot seed splattered against my cervix. I felt.., very nice.

There is much more to say about that evening, other than Bill saying that "...we'd better call it a night, after all she's only 16." I was pretty sore and felt sort of wrung out, so I was grateful for his thoughtfulness. Then he said, "If we fuck her any more she's liable to tell the cops."  So, regardless of his motive, I was glad for the respite.

Joe stayed with me and we showered together in the dingy bathroom, drying off with the cheap-too-small towels the motel had.  I had to fold up some of the cheap toilet paper and place it in the crotch of my panties, as I was still leaking sperm when I dressed. It wasn't even 9 o'clock when I had Joe drop me off down by the boardwalk, where I joined with some of friends on my own age, hoping that the red chaffing on my neck would go down before I went home.

As it turned out, by the next morning you'd never have thought that I had had my first three-some, and that I had been thoroughly screwed by the fattest and so far only uncircumcised cock I had ever seen.  When I went to work the next morning, Joe had a hard time looking at me, but I solved his nervousness with a quick trip to the store room.

Yum. Yum.