Second Place

This story contains small penis humiliation, partner swapping, cfnm and other related fetishes. If it's not your thing, you can leave now. Please leave helpful feedback.

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Her hand slowly crept up my inner thigh as I my excitement built wanting very desperately for her to wrap her hand around my quickly hardening dick. We had only been dating a few weeks, but I had been crushing on since we met as sophomores at university. We became friends after having a few classes together, and I was afraid I had been exiled to the "friend zone" when I finally got the nerve to ask her out on a real date.

Angie was my idea of the perfect girl, dark wavy hair, beautiful brown eyes, and slim waist with a nice full ass that bounced just a bit when she jogged, and might seem too big on her petite 5 foot frame if not paired with her equally large 32 DD breasts. Think Selma Hayek with Natalie Portman's face. And after a year of pining for her, and waiting for the right time she was finally with me.

I am a pretty good-looking guy now, I know that might seem conceded but it's the truth, while I am just 5'7 I have muscular body having wrestled in high school. But suffered with severe acne until this past year when I finally managed to get it under control. Because of that, and the insecurities that come with it I never really dated anyone, and never had any kind of sexual relationship. That and having seen a lot of teammates in their singlet's, I knew my penis was a bit smaller than average.

Tonight was nothing special really; we were just hanging out in her dorm room, which she shares with Melissa, her best friend since middle school. We had gone out for dinner and now were just snuggling down on her bed to watch a movie.

"You know... Mel is at her parents tonight for her dad's birthday." Angie whispered with a playful tone in her voice. Her hand crept further up my leg, landing in the crease of my groin. She turned towards me as we kissed and passionately teased each other's mouths.

Angie sat up and straddled my lap, grinding into me a bit as we continued to make out. I slid my hands up her tight stomach resting just under her breasts at the hem of her bra. She sat up and pushed back a bit, breaking our kiss, looking down at her breasts she broke the silence.

"You don't think they're... too big?" She grinned.

I took a deep breath and moved my hands to the sides of her breasts. God they felt good, they had a heft to them I wasn't expecting, and still soft and firm at the same time. Even over her shirt and bra this was the most intimate I'd ever been with a girl.

"You're gorgeous." I reassured. I wanted more, I wanted to tear her blouse open and fuck her tits right there, but I didn't want to be too forward. I fondled her massive globes, kneading them in my hands and slowly moved to her top button popping it open and watching for any sign of resistance, then the next button down, by the time the third was unbuttoned her cleavage was spilling out in front of me, her pale soft flesh just inches from my face.

I pulled her to me; breathing her in she smelled of baby powder and lilacs. I kissed the tops of her breasts overflowing from her silky blue bra, and continued to unbutton her shirt. Once completely undone I pushed her upright to take a look at her. She sat up tall on her knees and arched back a bit elongating her torso and pushing her breasts to me.

"I went to Victoria's Secret, do you like it?" She opened up her shirt revealing a shimmery, dark blue bra, with a metal ring holding the cups together, that enhanced and revealed her deep cleavage. They were everything I had fantasized them to be. Large milky white globes of the smoothest and most delicate flesh I'd ever seen.

"Damn" I panted, "You're so beautiful." She blushed, and hid her face behind her hair, then reached down and unbuckled my belt and unbuttoned my jeans.

"Is this okay?" She asked, but I am not certain my response was needed. "I know this might be asking a lot, but..." She paused choosing her words. "I really want to wait a little while before we go all the way." My heart sank a little. "It's just, my last few boyfriends seemed really great at first, but once we started having sex it's like they just weren't that interested in the relationship anymore. And I admit I have a hard time separating my mind and emotions when it comes to sex. But that doesn't mean we can't do other things." She finished with a raised eyebrow and naughty smile.

"Sure... I understand." I responded.

CLINK

Just then we heard a key hit the door to their dorm. Angie quickly sat down beside me and pulled a blanket over us.

"Hey!" Melissa sang out, "Do you mind if Mark and I join you?"

"Mel?! I thought you were at your parents tonight?" Angie called out buttoning her shirt back up.

The dorm was arranged so you entered into a study area with desks that acted as headboards to the beds and small dresser on each side. Then in front of the beds the girls pushed a couple more dressers together and put their TV on top of it. So as Melissa entered the room the hutch from the desks obscured her line of sight.

"No that's next week. Oh, hey Dave, I didn't know you were here." Melissa chimed, as she came around and sat down on her bed with her boyfriend, Mark, in tow.

Melissa was a pretty girl too, and in fact she and Angie had often been confused for sisters, their hair was the same color but while Angie's was wavy Mel's was straight and they sounded enough alike I always had to ask if I was talking to Angie or Melissa when I rang up to their room.

Melissa is about 5'8 so just slightly taller than me, and has a slimmer build than Angie, probably about a 30 C bra size with a small ass, thin legs and prominent thigh gap. I have seen her with just a sports top and yoga pants leaving little to the imagination. In fact yoga pants and sweatshirt seemed to be her go to outfit, and today was no exception.

Her boyfriend Mark is a tall guy, likely 6'2 or maybe a little taller, but pretty thin with more of a swimmers build. I've gotten to know both of them well over the past year when Angie and I were just friends. He's a great guy and honestly we would probably be friends even if we weren't dating roommates.

"We were just about to watch a movie" Angie blurted, obviously a little embarrassed by the situation. And hurriedly turned on Netflix.

"Oooh yeahhhh, Netflix and chiiillll" Mark drawled out.

"Sorry." Angie whispered in my ear.

Melissa and Mark cuddled up on her bed, while Angie and I cuddled on her bed and began watching some movie we finally agreed to.

About twenty minutes in, Angie handed me a pillow and placed it against my side about where my hip is. "Just hold this here." She winked and bit her lower lip. She slid her hand down my stomach, my pants still undone; she easily finds the waist band of my underwear and plays with it a bit. My heart is racing, this is going to be the first time a girl has ever touched my dick, and it's going to be in a room with two other people.

She slowly reached in my pants on top of my boxers, and cupped her hand around my stiffening member. She breathed in deeply and exhaled with a sigh of passion. I could feel her heart beating as she leaned into me. I was trying to play it cool, keeping my head straight but watching her hand beneath the blanket as she fished around and finally pulled my dick through the opening of my boxers. My whole body twitched when her hand made contact with my dick for the first time.

"Are you okay?" Angie asked quietly, with a look on her face that was hard to read, but seemed like she was confused or concerned.

I nodded and answered "yes."

I was still under the blanket so I couldn't really see anything, but I could see the tent I was making and her hand grasping me. She gently circled the head with her thumb holding me in her soft warm hand before rubbing up and down the length of my dick, slowly feeling every inch of me, dragging her fingers up and down and swirling her hand around my penis.

I was so caught up in the moment I didn't realize it at first, but after a few minutes I realized she was measuring me with her hand, trying to get a better understanding of how big, or in my case, small it really was. I began to panic a little bit, and could feel myself going limp.

I let out a stained breath, and was afraid I had drawn attention to what we were doing. I looked over to see if Mark or Melissa had noticed anything, but realized they were too busy with their own under the blanket fondling. That's when I saw Mark lift up, Melissa was obviously pulling his pants down and then watched in horror as his dick sprang up. The tent he made was huge easily twice my size, I couldn't take my eyes off of it.

I looked down at my lap and Angie was holding my dick, gripping it firmly. It looked like it was just her fist resting on my lap. Looking back over at Melissa, I watched her hand sliding up and down the length of Mark's impressive cock. It seemed she could easily fit two hands on his dick.

Angie adjusted her position and rested her head on my chest. I felt her look over to Melissa and Mark, and then we looked at each other. My dick jumped in her hand, springing back to life. She smiled and jerked my dick with several fast strokes. Then looking back over at Mark's cock gave me an exaggerated jaw-drop smile.

"Size doesn't really matter." Angie whispered holding my dick in her hand and giving it a gentle squeeze. But as those words left her mouth I felt it hit, I was going to cum and couldn't hold it back. My ass clinched and cock throbbed in Angie's hand.

"Damn it." I huffed low enough for only her to hear me. I tried to hold it back but a flow of cum ran out my dick and down Angie's hand.

"Did you just...?" Angie asked obviously not expecting it to happen so soon.

"What am I supposed to do with this?" She asked pulling her hand out from under the blanket. There was just a small trickle of cum oozing down her knuckles. She flicked the drizzle with her tongue and gulped it down like a spoonful of medicine, her face shivered as she tasted and swallowed my cum.

I couldn't help feeling a little self-conscious. I've heard size doesn't matter, but I never really believed it, I mean how can it not matter? Why have all those penis enlargement pills and spam emails if it didn't matter. If size doesn't matter, why do we even have a saying about it? It matters, maybe more to me than to her.

We both pretended to settle back and watch the movie, but that's not what either of us was actually watching. Mel caressed, teased and sporadically jerked Mark's dick. We watched with heavy breaths, Angie's head low on my chest, and body pressed against my side.

Within minutes my little dick was hard again, poking up under the blanket. Angie put her hand on top of me, over the blanket and played with me, teasing my dick as we kept eyeing Melissa and Mark.

After a while I began to focus on Angie and her touches again. Her tugging and rubbing my dick quickly got my heart racing; Angie's head lifting and falling with my chest as I panted.

Melisa cleared her throat, stealing my attention; I looked over and watched as she brazenly removed the blanket covering Mark's cock. It was like the unveiling of a statue, it was huge, hard and thick, about the size of a 24oz Monster energy drink.

Angie saw it too, and sat up to get a better look. She stopped teasing me, and just sat there with her mouth a gap and breathing heavily watching Melissa work Mark's monster.

Mark laid back and closed his eyes fully unashamed of his exposed rod on display. Melissa sat up beside him on the far side of the bed giving us an unobstructed view as she jerked his throbbing cock.

Melissa looked over and smiled at us before leaning forward and taking his head into her mouth. His large head seemed to just fit inside her as she sucked and slobbered on his rod. Melissa reached between his legs and grabbed Mark's balls, squeezing his sack and making his huge plums stick out on top of her clinched fist

Angie moved her hand down between us, and I could feel her slide it in her pants and between her legs; and moaned as her hand made contact with her clit. She was working her button, and watching Mark's meaty cock.

I slid my hand under the blanket taking hold of my dick and tugged at my pecker with aroused interest.

Just then Mark moaned and wiggled under Melissa's sensual touch, thrusting up and fucking her mouth. That's when I noticed that now Melissa had both hands firmly on his cock one on top of the other as she sucked and licked his head.

Angie shifted and moved her left hand down her pants and grabbed my dick with her right hand, warm and wet from her juices. The pillow was still beside me but there was no hiding what was going on.

Mark grunted and straightened out his legs. "He's cumming," Melissa announced with an airy tone knowing we'd been watching. Angie jerked my dick faster, moving with blinding speed.

"Oh GOD!" I heaved, and came for a second time. This time fully enjoying the sensation, my orgasm exploded as Angie pumped away.

"FUCK!" Mark growled between his teeth trying not to be too loud. His cock throbbed; his head pulsated and shot a thick rope of pearly white cum.

"Keep going." He demanded. Melissa jacked his cock and another stream spewed out, equally as powerful and thick as yogurt. He shot two more impressive loads before grabbing Melissa's hand and begging her to stop.

Angie let out a short gasp and shook the bed as she plunged her fingers deep inside her cunt. I was embarrassed that everyone knew she had brought herself to orgasm while watching Melissa stroke Mark's cock.

Mark continued to lay there with a giant grin across his face as his cock quivered in Mel's hands.

The phone rang, and Angie got up to answer it. She stepped over me, and grabbed the phone, which is closer to Melissa's bed. She stood just about a foot away from Mark's still large dick seeping cum, as she answered the phone.

"It is?" She said to the person on the phone looking straight down at Mark's lap snake, "I am so sorry we just got carried away. Yes right away." She said in response to the other person and hung up.

"It's the front desk, time for you guys to leave." Angie sighed, the dorm rules allowed guys to visit till 10:00 on weekdays and 11:00 on weekends. It was now 11:15 and so we had to go.

Melissa grabbed several tissues out of the box above her bed and handed them to Angie, who handed just one to me, knowing my load was much smaller than Mark's. Then handed the rest back to Melissa as a look of confusion grew over her face. I cleaned myself up and looked over to see Melissa wiping cum off Mark's cock, balls and stomach. Angie knelt down beside Mel's bed watching as she cleaned Mark off.

While no one was paying attention I quickly tucked my little guy away and got up. Then Mark stood up, right in front of Angie still on her knees, with his pants down around his ankles. Even flaccid his dick looked huge. It hung down dangling from his body like an elephant trunk. Angie stared at his dick and then looked up to his eyes, where she was met by a cocky smirk.

"Dang it." Mark spat, feigning frustration, and held his dick up so he could see the slit on top of the head. Then like working the last bit of toothpaste out of the tube, slid his other hand up the length as a small bit of cum leaked out the tip. Angie gasped and clutched her breast, her lips just inches away from Mark's dick as he wiped himself off and slowly pulled his pants up, keeping his monster exposed as long as possible.

Angie stood up threw her arms around me and passionately kissed goodnight.

"Why don't you come back tomorrow morning?" She smiled and patted my butt as I walked out the door.

The elevator ride down with Mark was loud with silence, I couldn't wait to get out of there and head home.

Second place part two:

I didn't get much sleep that night; I couldn't seem to get it out of my mind. I had experienced my first ever hand job, and it seemed like I came in second place to Mark and his giant cock.

I hopped in the shower and tried to just move on and get back to Angie's dorm. God she looked good last night. I lingered thinking about her tight stomach and how amazing her breasts looked in that sexy bra, even though it was just a brief glimpse. My dick sprang to life thinking about her, and thinking her hand on my dick.

It couldn't hurt to go ahead and jerk off, I thought to myself; after all it might help my stamina if Angie and I fool around later. I gripped my dick in my hand and used the warm soapy water to simulate what it might be like to fuck Angie's warm pussy. I fucked my fist making slow strokes in and out.

"Damn" I said to myself out loud. It seems so...small now. I knew it was a bit on the small side of normal, but compared to Mark it just seemed tiny. His dick was not just longer, but thicker too. God the head alone was probably three times the size of mine. I continued stroking my dick, but now really feeling it. Feeling its length and girth, feeling the spongy head and the rigid, though short, shaft.

I began thinking about what it would feel like to have a big cock, a Mark sized cock, and to have Angie stroking it. I imagined her holding her hands like Melissa stroked Mark, one hand on top of the other. And imagined seeing the look of desire in her eyes as she played with it.

"Fuck me!" I moaned and came in the shower, jerking my dick and trying to catch my breath. "What the hell!" I thought realizing I just came while thinking about Angie jerking off Mark's cock.

I finished getting ready and shot Angie a text.

*COMING NOW

* CUMING NOW? CAN'T YOU WAIT TILL YOU GET HERE -- she responded with a winky face emoticon.

*LOL BE THERE SOON -- I replied.

I lived about 25 minutes away from the dorms, still living at home with my parents to save money. So, the drive there was just long enough to think about what had happened last night and begin to fantasize about what awaited me. I really liked Angie, I knew her well, and really wanted this to be something that lasts. I wasn't just interested in her for sex, but now that's all I seemed to be able to think about.

I got to the dorm and rang up to her room. She had to come down and sign me in as a guest. She greeted me in the lobby wearing a pink flowery robe and big puppy dog slippers and gave me a tender hug, and quick kiss. She looked like she had just gotten out of the shower, her hair still a bit wet, and smelling of body wash.

The elevator ride up to her floor was mostly quite with just a few exchanges of pleasantries, and small talk.

"So, Melissa had to go to work early this morning." She shared as she opened the door to their room.

"Give me just a little bit, I still need to blow dry me hair." And then she took off her robe, draping over her study chair. She was wearing black Under Armor shorts that hugged her tightly, and stopped just beneath her ass and a tight white camisole top. Her skin was still a bit tacky from the shower causing a bit of a see through effect on her top. Her large breasts pressing against the tight fabric left no doubt to the size and position of her nipples. She looked amazing, and even though I had jerked off not 30 minutes ago, I quickly felt my dick hardening.

Angie and Melissa have a little vanity in their room, with a sink and mirror. She sat on a bar stool in front of the mirror and began drying her hair. I sat down at Angie's desk and pretended to be on my phone, but was really just watching Angie, and hoping that she would turn toward me so I could stare at her chest some more. About 20 seconds went by and she turned to face me, still drying her thick, long hair.

"What do you want to do today?" She said a bit loud trying to speak over the sound of the blow drier.