Summer with Shell

I have submitted this edit, to attempt to match the actual occurrence in the most accurate manner, changing the names of those involved of course. Thank you for reading, and please vote. Thanks!

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Not unlike most 18 year olds, now that High School was finally behind me, I couldn't wait to get to college. I spent quite a bit of that summer with one of my best female friends, Shell. We have sat next to each other in school for nearly our whole lives because our last names were similar. Having spent so much time near each other in school, we have become great friends. She wasn't considered to be one of the hottest girls in school, but she was the next door type. She didn't have the biggest tits or show tons of cleavage, but I definitely found her attractive. She was a slender 5'8" brunette with an athletic build. She had toned muscles but was no means overly muscled or anything, with a flat stomach, 34b cup, and a killer ass. My problem, she had a boyfriend who was one of my friends. Ryan wasn't really one of my close friends, but we became friends in spite of each other for Shell's sake. And Ryan seemed to be the center of Shell's world. It was almost that he could do no wrong, even though he was a little bit of a jerk.

I had a girlfriend too right up to graduation, but with getting ready to leave for college and all she broke it off a week into the summer. I've had a few girlfriends over the last few years, but never had serious relationship. But the furthest I've gone with any of them is some handsies stuff.

We spent alot of summer afternoons in her pool escaping the heat. One day I stopped over to swim, but found she was the only one in the pool. I forgot that some of our friends picked up different shifts at work and weren't coming over until later. But I found it odd that Ryan wasn't there. As I climbed the ladder to the pool deck, I noticed she was just leaning against the edge of the pool. "Hi Shell, where is Ryan; isn't he coming?" I said. What I didn't notice at first was that she was trying to compose herself to make it look like she wasn't crying.

Trying to keep any sniffling at bay she said, "We broke up last night, I thought everything was going so great. He told me he loved me, and then we..." and then she paused. Tears welling up in her eyes again she tried to pick up where she left off saying, "then he broke up with me. I hate guys, they're such assholes."

At first I was really pissed because I know the words she didn't say during the pause. She was a virgin before last night, and her dickhead boyfriend who I called my friend just for Shell's sake, told her he loved her just to sleep with her then dumped her five minutes later. I thought I'd want to comfort her, help her, but then an emotion overtook me that I didn't really expect. I was jealous. Very jealous. I couldn't believe I felt that way. This was my best friend crying over a jerk fucking her over, and all I want to do is sleep with her too. And more so in this minute than any time before. Was it because she said yes to someone else, and wasn't a virgin anymore? Was it that I have wanted her the whole time... I really wasn't sure. She looked so hot in her swimsuit. Shell wasn't wearing a bikini today, but it was so tight around her firm tits, and the bottom part followed her pelvic bone up over her hip bone around the back to her perfect ass showing off tons of leg. I couldn't help but check her out. But my rational side overtook me, and I consoled her. It kinda sucks being the nice guy, but that's what my friend needed.

We hung out off and on over the next few weeks, and Shell seemed to be getting over their break up. I came over one day to find her mom packing the car. There's only one perfect word to describe Shell's mom, MILF. All too often did I need to hide an erection visiting Shell, whether from checking out her mom. For a forty-something mother of two, she was smoking hot with dirty blonde hair, maybe 5'9" or 5'10", with nice curves, and there were definitely a nice pair of breasts hiding behind her always too baggy clothes. Shell's dad was a lucky man to be with her. She asked if we were going swimming, and I said yes. She said that she'd come around to the deck in a few minutes to talk to us. Apparently, Shell's parents were going on a trip for a few days and leaving her at home alone. A few minutes later her mom came up to the pool deck saying, "now I'm leaving the number to the hotel on the table. No parties. No drinking, you're are 18 and responsible enough to stay here alone, but not old enough to be drinking. I'm not stupid, I'm sure you will have a few people over, but that is it. A few. And no Ryan, he's caused you enough heartache. If he comes by, shut the door in his face for me." After a few goodbyes they were gone for a few days to be back on Sunday.

Alone in the pool with Shell, we swam around, splashed each other, just messing around. At one point she swam bye, and out of nowhere, I grabbed both straps of her one piece off her shoulders pulling them down her arms as her suit exposed her down to the waist. She let out a yelp and started squirming around trying to get away. Her smooth legs brushed against mine, as she tried to kick out of my grasp. Finally, I had to let go as she twisted her way free, but could see her fully tanned back and the top of her ass hanging out of the suit. She was turned away from me when her head came out of the water looking over her shoulder with a scowl on her face. She had one arm wrapped around her body to cover herself up and the other pulling her suit up. She was pissed, and all I got was the slightest glimpse of side-boob. I told her that I was sorry and just screwing around, but that little peak at normally unexposed flesh left me wanting for more. Par for the course for me, I didn't have the balls to try something else.

I came over after work the next day to find some of our friends Kim, Erin and Steve getting out of the pool and could hear Shell inside the house. As I walked into the kitchen, she said "Make yourself at home, I just need to grab a quick shower to wash the chlorine out of my hair before we go to the movies."

Without a second passing, I asked, "need any help...to do it right and all."

"Not a chance" was all the response I got along with a look of don't even try to go there. But before she closed the bathroom door, she gave me a smirk that got me intrigued. Then, I could hear the knob lock with a loud click. I had no idea how to take that. The locking of the door was an obvious no. But that smirk made me think with a little time I have actual chance to work my way out of the friend zone with her.

The next few days went on like that with some playful flirting on both sides. Any opportunity I got, I made some sort of sexual comment. They didn't seem to get me anywhere, but it was fun. I even told her a few of those overly cheesy pick up lines, they made her laugh which was good to see. But she didn't seem to look at me as anymore than just a friend. On Saturday she was laying on the pool deck when she asked me to put on some more sun tan lotion. "I take any chance I can get to lube you up," I said. I was glad she laughed, but then she put her head down and held up the lotion. She looked great laying there, wearing a two piece string bikini top and hipkini style bottoms. So I decided to be a little braver than usual. Instead of sitting to the side and applying lotion to her back, I straddled her perfectly shaped ass. She didn't object so I bent forward and untied her top allowing the strings to fall to her sides. I loved the feeling her skin under my hands. I felt a twitch in my cock, but it wasn't much more than a semi so I thought that maybe she couldn't feel it. After a little bit I was afraid that she was going to say that was enough lotion. So I took a chance and pushed my hands up along her sides. Starting at her hips working my way up to her ribs and back a few times and then I leaned in pushing my hands further up along the sides of her breasts. It was then I noticed that my fully hard cock was pressed into the crack of her ass. Embarrassed with all of my newly found confidence fled, I briefly grabbed her hips and told her that she should be all set for now. I stood up, stepped over her, and dove into the pool. The rest of the day went by without incident. I wasn't sure if Shell's lack of comment was a good thing or a bad one. There was no way she didn't feel me against her. Did she want to pretend it didn't happen or what?

Then Sunday came. One of summer's few rainy days, but of course that meant no swimming nor ogling Shell in her swimsuit. It ended up being just us again which was fine with me even if we were just gonna hang out. After an hour or so of cards and idle chat, I figured I should probably get going even though it was only early afternoon.

"How about another game?" She said. "Something else, anything you want."

"Anything? Why not truth or dare, we haven't played since we were kids." After a coy smile and a little convincing she agreed.

"But we need some rules, if it's too much for someone they don't have to answer or do the dare. If someone passes on a truth, they do a dare. And passing on a dare, gets another dare and a truth. They continue to add up until completed. And we stay within reason here, okay."

Laughing, I agreed. "I will start with truth."

"Everyone always does, don't they? Okay, how many people have you kissed?"

"I responded five, not counting kissing my neighbor, Kelly, when we were four. Now you, truth or dare?"

Laughing, Shell chose truth.

I followed with, "How many people have you kissed?"

Shell said wasn't sure but said it was more than 20 but less than 50. I was caught off guard by that response, thinking how much didn't I know about my friend.

Then Shell asked, "well are you still a virgin?"

"Yes, I think you'd be the first to know if I wasn't or at least the first I'd tell."

"How many guys have you given blowjobs to? For real." I asked.

"Nine." She answered.

My eyebrows rose, not realizing she has sucked nine cocks. I would have thought two or three, but nine? How oblivious was I to her activities with other guys? Next, I chose truth again.

"How often do you masturbate?" Shell asked.

"I thought we were staying within reason here?"

Shell said, "we are, unless you want me to ask you to masturbate in a dare instead."

"Ok, ok, at least once every other day, if not 3 times a day. How's that?"

"Okay and for your honesty I will choose the first dare of the game."

Hundreds of things crossed my mind, but the topic was already out there. "Masturbate."

"WHAT?" She said.

"Masturbate for me, I just want to watch. You can leave your jeans on even and just undo the button and zipper," I said.

She was quiet for a minute. I wondered if the game was over or what. But then she said, "I re-dare you. We both touch ourselves in front of the other, no clothes. " That was so unexpected. I didn't know what to say, but I started to unbuckle. I couldn't let this slide as a joke even. She said it, and I needed to make it happen. Just as I thought she'd back out joking, she started to peal off her t-shirt revealing one of those lacy black shelf style bras. If I wasn't hard yet, I was fully hard now. Within seconds we were both naked sitting on the couch each with our backs to an arm of the couch facing each other our knees bent and feet touching in the middle. We seemed frozen checking each other out. And she was sexy. Taking my eyes off her fully naked body for a second, I looked up to her face and noticed she was checking me out with the same lusty eyes, as I had for her.

My hand went for my rock hard cock. It was its full 7.5 inches long. This was as hard as I've ever been. I watched as her hand slid down across her belly, her pelvic bone, and then opening the folds of her pussy. Shell was so fucking wet. I wanted to cum right there, but I started stroking slowly. Our feet met again in the middle of the couch. We were both spread eagle as we pushed our feet against each others. She started slowly sliding her finger up and down along her slit. As her pace increased, her fingers deftly alternated between softly rubbing her clit to sliding one, two, and even three fingers into her slit. I was loving this. Her other hand moved up her side to her left breast, pushing it inwards and then her whole hand across the fullness of her tit. As her hand caressed downward, her fingers lingered at the nipple. She started to circle the areola, then pinch and pull on her nipple, all the while her right hand was slowly rubbing her clit and the folds of her pussy lips. My hand was running up and down the fullness of my shaft while my eyes were glued on her. Shell's right hand became a rigid tool rubbing with fierce determination. I didn't want to push things too far. If I made a mistake, I was afraid that she'd say this was wrong and stop. At the same time, I wanted more.

"Dare," I said staring at her fingers caressing up and down her pussy lips. "Suck my cock." She looked at me with that coy smirk again, then practically dived head first across the couch taking my cock half-way down her throat while landing on her belly. My best friend, staring up at me with longing eyes as her lips engulfed my cock. Then it popped free and she ran her tongue slowly from balls to tip. I slid my hand between her shoulder and the couch to pinch her nipple. She alternated between licking my length, sucking with her well trained lips, and adding her hand in to jerk me off while she sucked. She paid extra attention to sucking the head, and even added her other hand to jerk me off with both hands. She released her double-handed grip to run the full width of her tongue from base to tip and back again. One hand moved to grasp the top of my cock and pull it back towards my toes and Shell's waiting mouth. Her pull on my cock was strong, but not fully overpowering. My straining erection was fighting to straighten itself. Then tension seemed to harden my cock more. Shell's lips engulfed my head again, her other hand disappeared beneath her hips finding its way back to her wet pussy. Loving the feeling of Shell sucking my cock and playing with my balls not to mention this was the first blowjob I've ever gotten, I thought I couldn't hold out much longer. I think she knew it too.

Just then, she stopped sucking and said, "DARE." All I could think is what happened to finishing? How badly I wanted to cum in her waiting mouth. How much I wanted to see what it feels like for a girl to swallow. How good her tit felt in my hand. Why would she stop? I knew I didn't want her to. "I want you to get up and fuck me doggy-style. I know your gonna cum soon, so just fuck me hard and fast." That was so unexpected. I must have had a totally blank expression on my face, because next I knew she was on her knees in front of me on the couch looking back. "Grab my hips and stick your dick inside of me, NOW." Of course, I never expected something like that to come out of her mouth ever. A few seconds later I was on my knees and the head of my cock brushing up against her pussy lips. Slowly sliding my head into her I could feel her pussy's warmth and wetness. Having been a virgin this morning who has never gotten more than a hand job, I thought a blowjob was amazing. But this felt so much better. Shell was so wet that with no resistance, I was buried in her to the hilt in one easy push. Her tight pussy wrapped around my hard cock perfectly.

Then idiot me with my cock buried deep inside this girl I have been fantasizing about and masturbating to asked, "shouldn't we use a condom or something?"

"I'm on the pill, and I'm pretty sure you don't have any STD's from masturbating, so fuck me. Fuck me now" was all the response I got before she started to buck back against me, fucking me without abandon. There was no go slow at first, it was all go. My hands were clenched around her hips, pulling on her legs, staring at her ass, as my cock plowed into her tight little pussy. I reached around to feel the side of her breast. The moving upright again, I started to slap her softly on the ass. I wasn't really sure why, but I've seen in a few porno movies and the women seemed to like it. I kept the spanking up as our pace seemed to quicken. Gladly the pressure in my balls subsided, and I knew that I could hold out a little longer before needing to cum. I feel my self getting close again, and then every 18 year old's worst nightmare. I looked down the hallway and locked eyes with Shell's mom walking straight at us. A million thoughts ran through my head, most of them were fuck how could this happening now?!?

"Young lady! What the hell do you think you're doing fucking on my couch!?!" Not knowing what to do, I pulled out and slid back towards the arm of the couch. "And without a condom, you should know better than that." Fuck was all I could think, what was she going to do next? Was her dad going to come in? Shit, I am in so much trouble. I thought about getting up and running out the door even. Shell seemed frozen in place still on all fours doggy-style on the couch. Then her mom started to walk over to one of the side table drawers and pulled out a condom. She started to hand it to me. Then said, "You do know how to put that on, don't you?" I was frozen, I couldn't answer, but I was still rock hard with my cock practically just staring at her. Then Shell's mom ripped open the wrapper and bent down on one knee. She put the condom up to her lips and in one smooth motion slid her lips down to the hilt of my cock and back up again. Her lips slid off the tip releasing my now condom covered cock to the open air. "Now that we're being a little more safe, why don't you make my daughter cum? Can't you see she's dripping while waiting for you over there. Go ahead."

I got back up onto my knees on the couch, as Shell's mom stepped to the side now out of my view. All the while Shell had remained on all fours on the couch, looking over her shoulder. She was so sexy. From the desire in her eyes, to the way her tits hung from her chest, her long slender legs, and that firm little ass still arched in the air waiting for me. It was odd that she hardly moved. She didn't even try to cover herself up when her mom came in the room. She just sat there doggystyle waiting for me. Back on my knees, I moved forward back to her waiting pussy lips. Why should I worry about why she didn't move now. I have plenty of time to think about that later. Right now I could feel how wet her pussy still was for me even through the condom. It wasn't the pure bliss of fucking her bareback, but it was still amazing. But now there were more sensations, as two hands slid over my shoulders and down my chest as Shell's mom's bare breasts pressed into my back. Her tits felt huge against me. They had to be at least D cups. My body was so sensitive I could feel her nipples dig into my back as her tits slowly moved around my upper back. Shell was doing most of the work moving and grinding back onto my dick.

I took my right hand off from pulling on Shell's hip and worked it inside her mom's jeans behind my back. The waistband was tight but I pushed down hard while bringing my left hand back to release the button and zipper. With a little more room, my right hand found its way under her panties to find another sopping wet pussy. I didn't know what I was doing really, but I just rubbed my fingers between her slit. Trying to find the opening to her pussy. Shell was still fucking me. Her moans went from stifled to more pronounced now. I could feel one of her hands moving against her clit as she bucked into me. Her mom was now breathing into and french kissing my ear, I could feel every inch of her giant tits against my back, while I fingered her for all I was worth. Shell's moans turned into a wine of "I'm gonna cum, I'm gonna cum!" As she did her bucking and moaning increased against my cock.