So here I am in my bedroom with my best friend and my girlfriend. We’re listening to music and just being teenagers. I’m not allowed to close my bedroom door whenever she’s in here with me. Even though we are all 18 years old now and graduated earlier this summer. I guess that’s the security that we won’t be naked making my parents early grandparents.

Even with the door open I can hear someone coming down the hallway towards my room. This gives me about a 5 second alarm to straighten up. What I’m saying is Dawn and I are kissing occasionally, but nothing too risky with my open door problem.

Dave has been my best friend for about 4 years now. He has red hair, freckles and on the pudgy side. While I have a lot of friends, Dave basically has me. My other friends are careful not to poke fun of Dave out of respect for me and at the very least acknowledge him.

Dave is fine with that and spends most of his time hanging with me or lost in a book. He’s not allowed to have rock music at his house and loves to go through my cassettes and listen to his favorite songs while at my place.

After about an hour of Dave sitting on the floor in front of my stereo, expertly fast forwarding and rewinding cassette tapes to the songs of his choice, my parents have had enough of the music blaring from my room. My mom walks to the doorway and announces they are going to be watching a movie out in the living room and we need to turn the music off.

She invites us out to watch the movie, but we all strongly decline after hearing they are watching something of no interest to three 18 year olds. I ask if I can just shut my door since Dave is here with us. She reluctantly says that’s fine, but if Dave leaves we need to open the door and leave it open. I turn on my closet light and open its door just a few inches and turn off my ceiling light for dimmer effect.

After closing the door Dave goes back to rewinding my Van Halen cassette to “Hot for Teacher”. I can already tell as he’s humming the tune while he expertly operates the cassette player controls with three fingers. One on each of the rewind, stop and play buttons pressing in a rhythm until he finds the song he’s looking for. I jump at the opportunity and grab Dawn and begin kissing her with much more passion with my new found freedom of a closed door. Dave notices and without looking up from his pile of cassettes tells us “you guys should get a room”.

I ignore him as I lay her down on my bed while I lay on top of her, all the while we are kissing pretty passionately. As I’m kissing and biting her neck she lets out a moan loud enough for Dave to hear. I’m pretty much grinding my erection into her crotch with her legs wrapped around me now. We are in the midst of a textbook dry hump at this point and the only thing keeping her from getting fucked in front of Dave are our layers of clothing.

A few more minutes of the heavy make out and grind session, I’m feeling much bolder now. Dawn has relaxed all defenses and seems to have forgotten that Dave is in the room with us. I’m taking full advantage of this with one hand up her shirt and the other rubbing her crotch. Her nipples are erect and now sensitive to every touch of my finger. I put Dave out of my mind and lift her shirt high enough to cover her left breast with my mouth.

As I’m sucking her nipple she moans even louder this time followed by a loud whisper telling me how wet she is. With all sense of decency gone for Dave in the room, I find out for myself and slip my hand down the front of her shorts to feel for myself. Sure enough, she’s wet and moaning at my touch on her clit. By now I’m coaxing her shorts down in hopes of getting her finger in her pussy. At any time I’m anticipating her body to tense up and for her to tell me “no, Dave is here”, but she allows me to pull her shorts off. Her panties are still on but they are easily slid off the side as my fingers find their way into her pussy.

I’m no longer kissing her and she’s laying on my bed with her shirt hiked up and exposing both breasts. Her shorts are on my floor and her panties are pulled to the side while I’m fingering her. Dawn is breathing heavily with her eyes closed as I finger her in front of Dave. Dave! Oh shit. I just realized he must be seeing quite the show.

I look over and find Dave has lost all attention to his duties as DJ and is drinking in her partially exposed nakedness. He looks right at me in total disbelief as I give him a nervous smile. He seems to get the message loud and clear from me that I’m just as surprised as he is and gives me a nod while returning a slight grin. With two fingers in Dawn’s pussy, while I’m fingering her, I pull up her shirt a little higher to ensure her breasts are fully exposed.

I look back at Dave and give him a nod that was for him. He gives me an appreciate look back and leans forward looking at Dawn’s nakedness. He looks right at me and with both hands does a charade motion of pulling down her panties. I figure what the hell and quickly pull Dawn’s panties all the way off and wait for her reaction. She opens her eyes and looks right at me and stares with watery eyes. I start fingering her again and spread her legs even wider hoping Dave can get a view of her pussy. After fingering her for about a minute I move my hand away so Dave can get a good look of her spread legs and naked cunt. He again leans forward like he’s seeing something for the first time and follows with an appreciate nod to me.

Once again pushing the envelope with Dave in the room, and my parents down the hall, I lower my face to Dawn’s spread legs. I turn back and give Dave a look before I taste Dawn. I start by sucking her pussy from her clit down to her cunt hole. I’m amazed how wet she is and wonderful she tastes. I continue eating Dawn out as she really begins to enjoy it. She now has her hands on my head and her thighs are squeezing the sides of my face. Dawn is moaning and I can feel her starting to rock up and down meeting my tongue on her clit. I know she’s close to orgasm and if I can keep this up for another minute or so, she’ll be there.

Her clit is has doubled in size since I started eating her out and I can feel the wetness running down her thighs from her pussy. Dawn lets out a high pitched noise followed by rapid breathing. She’s having an orgasm and man is it big. I stop licking her clit and put my mouth over it and start sucking hard at this point. Dawn’s whole body completely tenses up and I hear her stop breathing. After about 5 seconds I hear her exhale loudly and her body relaxes.

I pull my mouth off her clit and start licking her pussy again. I’m amazed how wet she is and how much has ran down from her pussy and thighs onto my bed. Her clit is extremely sensitive now and her whole body jerks now if I bump it in the least bit now. I come up from her pussy and look into her eyes. She gives me a grin and says “that was hot”.

I stand up from kneeling in between her legs and wait for her to realize what just happened in front of Dave. I’m waiting for her to freak out and begin getting dressed quickly, but she just lays there flat on her back looking up at the ceiling. Her shirt is still hiked up fully exposing her breasts. She has on nothing from the waist down with her feet flat on the bed and her legs are still spread giving Dave a view of her naked pussy. She whispers loudly that she came twice. I look over at Dave and give him another nod before saying that I want my turn now to her. She just lays there with her eyes closed in the same position and not saying anything.

After a full minute she opens her eyes and turns her head toward Dave and makes eye contact with him. I figure we have finally reached the moment where she realizes what just happened and starts to freak out. Once again she surprises me and smiles at Dave and moves her head where she’s looking back up at the ceiling. She says “bet you weren’t expecting to see all this” to Dave. Dave is simple and to the point with his response “nope”.

I just got my girlfriend naked in front of my best friend. I fingered her pussy and ate her out until she came twice for him to see. I still don’t care he’s here at this point and know I need to cum bad myself. My dick is so hard it’s painful. I whisper “is it my turn now”? Dawn doesn’t respond and just keeps looking up at the ceiling. After about 30 seconds she sits up on the bed and fixes her shirt and bra. She stands up, puts her panties back on and looks for her shorts that I tossed a few minutes earlier. After putting her shorts on she sits on the bed for a minute and says she needs to use the restroom. She straightens up her clothing while taking a look in the mirror, walks to the bedroom door turns on the light and leaves, closing the door behind her.

I have no words for what just happened and turn to Dave and just kind of chuckle and smile. He responds with “holy shit, man. She’s so fucking hot”! After about 5 minutes of Dave and I chatting about what just happened, Dawn comes back in the room. She asks us if we want any popcorn. Dave without hesitating says “sure, and a pop too”. Dawn walks back out of the room and again shuts the door. Dave is going on and on about how hot Dawn is. “Dude she’s the hottest girl I have ever seen” “she’s got a better body than girls I’ve seen on pornos and I’ve seen my share of porn”. I’m still chuckling and feeling even more proud of my hot girlfriend as Dave keeps bragging her up.

He’s not talking loud, but not soft either. I guess what you would call a conversation volume, when Dawn opens the door and sticks her head in. She whispers loudly to Dave “Sshhh, if someone is in the kitchen they can hear you” “keep your voice down”. She closes the door still working on the popcorn and pop. After about 10 minutes I’m starting to get a little worried where she’s at. I open my door and walk out to see her in the living room with my parents watching the movie. She sees me, says “be right there” and picks up a big popcorn bowl, heading my direction. She hands me the bowl and grabs a couple cans of pop before coming back into the room and closing the door behind herself.

Dave has already confiscated the popcorn bowl as she hands him a can of pop. By this time he’s got a song playing on the cassette player by the Cars “tonight she comes” as he’s singing along. I get the joke right away and laugh at Dave’s singing and song choice. Dawn looks at Dave, then me and asks what’s so funny? I tell her to listen to the song as Dave is at his favorite chorus point again “tonight she comes”. She finally gets it and laughs with us this time.

About 10 minutes later Dawn and I are sitting on the floor with our back against the side of my bed. Dave is still in his spot being the DJ. I kiss Dawn and tell her “I want my turn”. She’s acting much shyer now and asks me what I want. I take her hand and place it on my lap so she can feel my hard-on. “I need you to relieve this”. I move my and away and her stays. She’s rubbing my cock now through my blue jeans and nervously looks towards the door and Dave. Dave sees and hears what’s going on and lowers the music where we can barely hear it. He says “go ahead, I’ll tell you if I hear someone walking towards the door”. Dawn says “turn the music off so we can hear better”. Dave turns off the music and scoots himself closer to the door and gives us both a nod. The whole time, Dawn never stops rubbing cock through my jeans.

With Dave now standing guard Dawn starts kissing me passionately again. Her tongue is in my mouth and she’s biting my bottom lip everyone couple seconds. She starts trying to unbutton my jeans and struggles terribly. I have no patience at this point and quickly unsnap my jeans and pull them down over my hips. I pull away from Dawn to stop kissing me and sit up on my bed. With my pants and underwear pulled down to my ankles now I guide her down to kneel in front of me. Knowing what I was wanting, she immediately started sucking my dick very slow. She would lick it and give a couple sucks. Then she would blow on it and bite it a little. I was enjoying every bit of it. I looked up and saw Dave was enjoying the show. He was watching again and taking it all in. I made a crack “Dave wants to see what a real blow job looks like” to see how Dawn would react.

She stopped what she was doing and positioned herself so Dave could obviously see better and started sucking my dick again. Her eyes were closed, but she would look his direction every minute or two. A couple time she would jack off my dick and smile at both me and Dave. I was loving the attention to my Dick and Dave seemed to be enjoying the show Dawn was putting on. About 2 more minutes Dawn sensed we needed to get this done and started sucking my dick hard and fast. She was taking more and more until she was deep throating me. I could feel the tingle in my balls and knew I was close. Another 30 seconds I could feel myself cumming in her mouth as she changed positions. She now had the head of my dick in her mouth and was pumping my cock as I came into her mouth. She continued this until I said “ok”. She then slowly and carefully licked and sucked any remains of cum off my dick.

As I was pulling my underwear and pants back up, Dawn turned to Dave and said “were you imaging I was doing that to you?” Dave gave her a slight smile and said “you swallow, that’s so fucking hot You are so fucking hot!” Dawn gave an appreciate smile and thanked him as she grabbed his pop from his hand and took a couple big drinks. She finished it and asked if anyone needed anything as she walked towards to door. She flipped the light on, opened and closed the door behind her, heading to the kitchen.

Again Dave says loud enough for Dawn to hear through the door “dude, she’s so fucking hot! You are the luckiest guy in the world to have a girl like that”. Dave went on and on laying it on pretty thick. We both knew she could hear him through the door and I figured that was his plan of charming her in his weird way. Dave said “I would cut my left hand off for 10 minutes with her”. Again I was chuckling because I knew she could hear him out in the kitchen, but also because I knew Dave was near serious with his comments. He wouldn’t have a chance in a million years with a girl like her the way he looked and he knew it. He just seemed oddly happy to enjoy her by watching me enjoy her.

A couple minutes later she returned with another can of pop for Dave. She turned off the light and made sure the door was closed again. I was lying on my bed looking through a fitness magazine when she returned. Instead of coming near me she set on the floor, closer to Dave and leaned against the bed. Dave already had music going again at this point, but he had the volume down lower. I wondered how the rest of the evening was going to go when I heard Dawn say “so you think I’m hotter than a porn star?” Dave without hesitation told her yes. They talked a little about a girl Dave was interested in and other girls Dawn thought might be a good match. Both Dave and Dawn didn’t hesitate to talk sexually about these girls. After what just happened in my bedroom the sensitivity for sex talk was non-existent. After 2 cans of pop, Dave announced he needed to take a leak. He made the comment he better leave the door open or we’d get in trouble in here without him chaperoning us. We got a big laugh out of that as he left the door open and headed for the restroom.

I made a joke that he was probably going to jack off after seeing what we did earlier. Dawn laughed at first, but then asked if I thought he really was. I told her he’s probably hurting after seeing her naked and imitated his voice saying “she’s so fucking hot”. This cracked Dawn up and she said shared how she could hear in plainly in the kitchen saying that. Still wondering where her limit was, I asked her if she wanted to put on another show for Dave. She got a sly smile on her face and asked what I had in mind. I told her she should get naked again and give Dave a real show. She laughed, but didn’t say no.

She then asked me “is he really serious about saying he thinks I’m hotter than a porn star?” At this point I knew she was curious and might be open to making this game more interesting. I responded “of course he is and you are hotter than a porn star. I’m damn lucky to have a girl like you” “Dave will never get to experience a girl as hot as you, only see her on video” or in his case, see you partially naked, but can’t touch”. I was laying it on pretty thick wondering if she’d be up to messing around with Dave. “Hell, Dave would literally cut his hand off to be with a girl as hot as you, he said it himself and I believe him”. I could tell Dawn was really thinking about what I was saying and what she heard Dave say earlier.

Dawn asked “you really think that I’m that hot too?” I told her “absolutely, and If I were Dave I’d be wishing for a ten minutes with a girl like you too”. Again I could tell she was really drinking this in and was really thinking about what I was saying. “So you’re ok with me doing stuff with Dave?” she asked. Holy shit, here we go, ran through my mind! “Dawn you are my girl. I don’t want any other girl than you. I don’t want you wanting any other guy than me. But Dave is different. He’s my best friend. I wouldn’t think of it as you cheating on me”. I could tell she was following what I was saying and seemed interested. “you would be doing him a huge favor, you’re his dream girl. It would be like him being with a celebrity in his mind”. Dawn asked “what would I do with him?”

Again I was trying keep my poker face, but I was jumping for joy for Dave. “Show him your body, give him a hand job. Let him see your pussy and maybe touch it”. Dawn asked again “and you’re ok with me doing stuff with him? Because I don’t want to screw anything up between us”. “I’m excited for Dave if you would. That guy would be on cloud 9. Go as far as you want, just don’t fuck him. Let him taste your pussy. Suck his dick. Hell you’re so hot naked I’ll probably sit and jack off watching you two”. Dawn laughed and said “are you serious, you’d jack off to be messing around with Dave?” I thought about it for a second and said “I definitely would. You really are that sexy. It has nothing to do with Dave, but I would love to see you getting dirty”.

We could hear Dave coming down the hall, he poked his head into the room and asked if anyone needed anything. I asked him to pop a bag of popcorn knowing that would give us more time to talk. Dave took off to make up some popcorn and left the door open. Knowing he was just in the other room I set closer to Dawn asked her what she was thinking. Dawn asked “You’re serious? What if he doesn’t want to? Are you going to ask him if he wants to? How do we do this?” She was into it! I knew she was scared about how to get it started, but she was willing to play. “Just follow my lead and do what I tell you. Dave will love it. He’ll love anything you do with him” Dawn said with a worried look “he can’t tell anyone. You can’t tell anyone. This has to be our secret”.

I assured her it would never leave the three of us. “OK just tell me what to do” she said with a worried look. “I think you’re kind of excited about this. Just go with what I tell you”. “OK, but I’m freaking out” she shared. “It will be fine. Who would have thought you would have gotten naked tonight with us and sucked my dick in front of Dave. You were looking at him and smiling while you were blowing me. I think you have a little part of you that enjoys this too”. Dawn smiled and said “I think you’re right. I got so wet sucking your dick with Dave watching”.

Dave came into the room with a bowl of popcorn and asked if we needed anything to drink. I told him to grab us a couple pops and took the bowl. He came back with a can of pop for each of us and closed the door and turned the light back off. I could tell Dawn was really nervous and was deep in thought. I told Dave to trade me places for a minute. He got a really weird look on his face and stood up. I set on the floor next to the door. He kind of stood for a second not knowing where to sit. I told him to sit next to Dawn for just a minute.

With a puzzled look on his face he set down on the floor in my old spot with a can of pop in his hand. I said “what happened earlier in this room tonight has to stay just between the three of us”. Dave shook his head immediately and said “I’d never tell anyone, I’d die before I told, you know that”. I said “I know that. Dawn just needs to hear you say it”. Again Dave expressed his allegiance that he’d never tell anyone anything. I then told Dave “it’s also important that you never tell anyone about anything else that might happen in this room tonight”. With a puzzled face Dave expressed his loyalty and secrecy again. At this point I said whispered loud enough for them both to hear “Dawn he’s all yours, be gentle”.

Dawn sit motionless for what seemed like a full minute. I figured she lost her nerve and I had just found her limit. She slowly stood up and leaned over and took the can of pop from Dave’s hand. She put it on the night stand and slowly straddled Dave as she lowered herself into his lap facing him. The look on his face was priceless. He stared at her in disbelief and then looked over at me for an indication of what was going on. I said “be gentle with her”. Dawn put her hands on each side of his face and turned his head facing her again. She smiled and told Dave to relax.

She starting kissing him slow at first and then I could see both of their tongues exploring each other’s mouths. Dawn started getting heated up and moved to his neck. She kissed and bit him playfully while he set perfectly still, obviously new to this. After a couple minutes of kissing she took his hands and placed them on her breasts. Dave just left them there and didn’t seem to know what to do. Dawn was finally at ease and seemed to be enjoying this now. She looked over at me and asked “can I let Dave feel my boobs?” I just shook my head yes. Dave looked over at me in a look of total disbelief.

Dawn pulled her shirt and bra just over her breasts exposing herself to Dave. They were right in his face about six inches from his face. Dawn took his hand again and placed them on her naked breasts this time. Dave was feeling them this time and enjoying the show. She looked at me and smiled as she leaned her breast into his mouth. Dave started sucking her tits and nipples. He had no idea at first but learned how to do it quickly. Dawn alternated making out with Dave and letting him suck her nipples for about 5 minutes. I was hard as a rock once again, but made sure to listen for footsteps in the hallway.

After Dawn seemed to get her confidence up she quit looking at me or asking for approval to do anything with Dave. She stopped what they were doing and stood up to fix her shirt. Dave had a look of disappointment after she covered up. His eyes lit up when she took her shorts off and sit down on the bed with her panties on. She asked him if he wanted to touch her as she moved her panties off to the side of her pussy. Dave was again nervous and didn’t know how to touch her. I kept quiet enjoying hearing Dawn coach him along as he explored a whole new world. Dave looked at me again as he put his fingers on pussy and I just gave him a smile and nod.

Dawn showed him where her clit was and put his finger inside her. She said “Dave, you’re inside me”. He grinned ear to ear and seemed to loosen up a little. After a couple minutes I heard Dawn say “lick me”. I figured Dave would again be lost, but he didn’t hesitate and put his face in her pussy. Dawn let out a little moan as I could see Dave’s tongue going to work on her. Dawn kept coaching him along the way where to lick, suck and how fast she liked it. I could tell she was really enjoying it and could cum if he kept it up. I finally stopped being quiet and told Dave to suck her clit. I coached him how to alternate between licking it and sucking it. I joked with him about doing the alphabet on her clit and he tried it. Another couple minutes I could see Dawn tense up and hold her breath.

I let Dave know she was close and to keep up what he was doing. As Dawn was close to having an orgasm she looked right at me with watery eyes. It was so damn sexy to see my best friend eating her pussy. I got closer to her laying on the bed and started kissing her. I could feel her tense up again as Dave kept eating her pussy. She started moaning in my mouth as I was kissing her and had a powerful orgasm. I kept telling her to be quiet and playfully put my pillow over her head. I couldn’t contain myself anymore and stood up to release my dick. I pulled it out and started stroking it watching my best friend eat my girlfriend’s pussy.

Dawn grabbed Dave’s head and pulled him off her pussy. She laid there a minute and got up and put her shorts back on. Dave still had look on his face not knowing if this was a dream or real. Dawn walked over to the mirror again and arranged herself before walking out of the room and closing the door. Dave just sit down on the bed and looked at the floor and said “I can’t believe that just happened”. I told him to relax and asked if he enjoyed it. He let me know he did and said he hoped he did ok. I let him know that he made her cum so he obviously did it right. He then asked “what now?” I told him to relax and see what happens. He kept saying that he would never tell anyone and thanking me. I told him I was glad he enjoyed it and just to relax. I jokingly asked him if he was clean and that Dawn wouldn’t want to suck a dirty stinky dick. He got a nervous look on his face and said “she doesn’t need to do that, she’s already given me more than enough”.

Dawn came back into the room, turned the light off and closed the door. She said “that movie is almost over, we need to hurry”. Dawn walked in front of Dave and told him to drop his pants. Dave insisted it wasn’t necessary and she had done enough. Dawn got a puzzled look on her face and asked “don’t you want it?” Before Dave could answer I said “yes he does, Dave drop your drawers”. Dave stood up and pulled down his pants and underwear in one motion. Before he could sit down Dawn dropped to her knees and put her hands on his cock. She was looking it over and slowly started jacking him off. After about the 5th stroke Dave grunted and pulled away from her. He said “I’m cumming” and grabbed his cock and squeezed it not knowing what to do. Dawn quickly grabbed a shirt I had laying on the floor and put it over his cock. After a couple seconds Dave was done and my dirty shirt was full of his cum. He looked horrified and began apologizing.

Dawn grabbed him and set him down on the side of my bed. She took the shirt and wiped up all the cum and tossed it on the floor. Dave started to stand but she set him down and without asking took his cock her mouth. She started slow at first and picked up the pace. While she was sucking Dave’s dick she looked at me with sexy eyes. I just about blew a load in my pants watching her. Less than two minutes of sucking Dave’s dick he said “awe shit I’m cumming again”. Dawn quickly grabbed my cum shirt again and jacked him off into the shirt. Once he quit squirting she sucked his dick again for about 15 seconds and stood up. Dave jumped up and pulled his pants back on quickly still not sure what to do next. Dawn looked at me and smiled asking “how was that?” I was ready with my answer “hotter that a fucking porn star”. She smiled at both me and Dave and said “remember, this is our secret”. Both Dave and I looked at each other and then at her at the same time. Before I could answer Dave gave a throaty loud whisper “I’ll never tell anyone”.

Dawn again walked to the mirror and gave herself a look over to make sure she looked presentable. She let us know that she needed to be getting home and was going to go say good bye to my parents. She quickly walked over to me and give me a quick peck on the lips “I’ll call you later” she said and turned to walk towards my door. She slowed her walk like she was thinking about saying something and turned and walked back to Dave, who was now sitting on a chair in corner of my room. Dave looked up wondering what now as Dawn leaned down and kissed his freckle covered forehead and then gave him a firm motherly look “we don’t tell anyone” she said and waited for a response. Dave shook his head no “no one” he whispered again. After hearing Dave, Dawn walked back over to me and hugged me with her head on my shoulder.

In a high pitched innocent voice she asked “are we ok?” I let her know we were good and hugged her for a minute. After feeling assured, Dawn lifted her head up and kissed me on the lips again. First a peck and then I felt her press into me followed by her tongue in my mouth. I could feel she was still turned on from our new experiences by the way she was kissing me and returned the kiss. Hearing footsteps coming down the hall, we ended the kiss and Dawn opened the door and left my room. I followed her out and hung around the kitchen while she said her goodbye’s to my parents.

I returned to my bedroom and closed the door. Dave and I talked about the crazy night as he started going through my cassettes back in his spot in front of my stereo. He kept saying he couldn’t believe what happened and how I was the best friend anyone could ever have. He cracked me up going on and on about how hot Dawn was again. Wondering if he noticed, I made the comment “I’m going to go brush my teeth. She kissed me after having your dick in her mouth”. He cracked up and fell back on the floor laughing in his corny tone. Dave had hit the lottery!