I am Matt, 17 years old and was just hanging out at home by myself when I got a call from my sister, Sarah, asking for a ride home from school.  I got in the car and drove to the middle school.  I waited outside a while till she arrived at the car with two of her friends and asked if I would give them rides home.  One of them I did not recognize one but the other girl, Jesse, I knew because I went to school with her older sister.  The other girl introduced herself as Katilin.  They were going to the Katilin's house but Sarah needed to be dropped off at home first.  

I dropped off my sister and I asked if either of them wanted to sit shotgun.  Jesse said she would and moved up next to me.  Jesse was a bit she and she was short and skinny with blonde hair, wearing a blue tank top and shorts.  Katilin had brown hair and was about the same height with a really cute body.  She was wearing a green t shirt and a denim skirt.  I looked back and could see up her skirt and she smiled at me and tried to adjust it.  We passed a boy who apparently they knew and Jesse said, "Remember you two had that thing?"  Katilin got embarrassed and tried to change the subject.  I asked what happened and she replied, "He's just a friend."

"He says your way more than just friends," Jesse responded.

"That was only two times anyway," said Katilin.

"She's always hooking up with cute boys from school," Jesse told me.

I smiled and Katilin got embarrassed.  Jesse's tank top was a bit baggy and i could see down her shirt.  She barely had any boobs under her bra.  They both noticed me looking and Katilin said, "She'll give you a better look when we get to my house."

I pulled up in her driveway.  "Come on in," said Katilin.  "Jesse really wants you."  I smiled.  "Come on," she said.  "Just hang out a minute before you have to go."

We all went inside to hangout in her bedroom.  It was a little weird hanging out with girls that much younger than me but her parents weren't home and Katilin was really sexy and was flirting with me.  I was really aroused and Katilin noticed I had gotten a boner.  They both laughed.  

Katilin then asked me to show them my penis.  I told them no because I felt it would be wrong.  "I told you you could see Jesse if you wanted to," Katilin told me.

I responded by saying, "I want to see you Katilin."  She said fine and they both waited.  I pulled down my pants then my boxers, exposing my erect 7 in dick.  "Are you virgins?" I asked.  They said they both were.  I was a bit surprised that Katilin was based on the conversation earlier.

"What about that boy we saw?" I asked.

"I just gave him a blowjob," Katilin responded.  She stood up and took off her t shirt.  Then her bra came off, which I saw was 38a.  "What do you think?" she asked.

"Come closer," I said.  She walked over and a put my hands around her perfect round breasts.  I squeezed gently.

"Take yours off Jesse," Katilin said.  Jesse didn't.  I was sitting on her bed with my hands on her breasts and she crouched down on her knees and put me dick in her cute mouth.  She started sucking on it slowly while stroking the bottom of it. She definitely had some experience.  She went down farther on it then she took it out of her mouth and smiled at me and asked if I liked it.

She told Jesse, "Come join in.  I know you've never done this before."

"No thanks.  I won't be any good," Jesse said.

"It doesn't matter.  I'll show you how."

Katilin moved aside and Jesse, wanting to keep clothed, sat between my legs.

"Just suck on it," Katilin said.

Jesse put it in her mouth and started sucking on the tip.  She continued sucking and bobbed her head slightly.  Katilin put her hand on her head trying to get her to go farther down till Jesse started coughing and gagging.  She pulled away for a breath and smiled.  She put it back in her mouth and took Katilin's advice to use her hands as well.  Katilin told Jesse to suck on my balls and when she did, she took my dick back in her mouth and sucked on it some more.  It felt amazing.  I put my hands back on Katilin and continued to feel her up as she sucked.  They stopped sucking.  They stopped sucking eventually.

"Do you have a condom?" Katilin asked.  I didn't but wished I did.

"What for?" I asked.

"What do you think?"

"Of course."  I explained the process of pulling out and convinced Katilin to let my have sex with her.

"I'm still nervous," said Katilin.  "I'll only do it if Jesse does."

"Will it hurt?" Jesse asked.

We both replied no and she agreed.  "You first though," said Jesse.

I took off my shirt and Katilin sat on the bed with me.  I put my hand up her skirt and felt her pussy through her panties.  She smiled at me.  I pulled down her skirt and then her panites.  She had the cutest pussy.  Barely any hair growing on it.  I put my finger it and and leaned down and started licking it.  She smiled more.  I stopped licking, anxious to get started.  

She laid down on her back and I slowly inserted the head of my dick in her very tight virgin pussy, following it slowly with the whole thing.  She started to moan as I put it in.  I slowly slid it back and forth.  She was breathing heavier and I started to pick up speed.  It felt so amazing.  She was moaning louder each time I pushed in.  I slowed and asked if she wanted to be on top.  She had no idea but was enjoying herself and said yes.  I laid down on my back and she sat facing me and slowly put my dick into her.  She started slowly riding my dick and it felt so good.  I grabbed her great tight ass with both hands pulling her close and she was sweating and moaned louder and louder.  She laid down on me facing me and I felt her pussy dripping on my dick.

I still hadn't cum so I was a bit disappointed when she got off.  Jesse was still clothed but still wanted to and came over on the bed with me.  She unzipped her shorts and pulled them down.  She then pulled down her underwear.  Her pussy was so cute and had even less hair than Katilin's.  She laid down on her back and spread her legs waiting for me to fuck her.  I slid my dick in.  She was also way tighter than Katilin.  I started fucking her and she moaned some and sweated.  After the initial reaction she kept pretty quiet as I fucked her.  She then asked if she could do me on top like Katilin did.  "Of course," I said.  She climbed up facing me and slowly slid my dick in.  I could tell it hurt a little.  As we were fucking, I helped her lift her tank top off over her head and took her bra off too, and revealed her petite skinny figure.  She was almost flat but had the cutest nipples and a really cute body.  She actually rode it better than Katilin did.  She was sweating a lot and moaning, almost screaming.  

"Do you want to try doggy style?" I asked.

"What is it?" Said Jesse.

"Just bend over on the edge of the bed."

"Your not putting it in my butt are you?"

"No, just trust me."  She bent over and I slid my dick in, still surprised by how tight it was.  I grabbed her hips and started fucking.  Her ass was so cute and tight.  As I thrust she moaned louder.  She had to let go of the bed it was too hard and I was fucking her face down on her stomach on the bed.  I felt like I was about to cum but hoped she would.  I fucked harder and she gave a scream and I felt her pussy becoming extremely wet as I slid in and out of her.  I pulled out and shot my huge load all over her cute little butt and her back.  

She lay on the bed and said, "Get me a towel."  Katilin brought a towel and wiped Jesse off and she got up and got dressed.

We said goodbye and I went home to see my sister.