Phil and I

Phil and I have been friends since Kindy. And in our late twenties we are still friends. We go out to the bars and clubs together and pick up girls. Or did. I now have a regular girl called Jean and Phil's girl is Dianne. I still live at home but Phil has his own apartment so we sometimes all meet there and have a few drinks. But we do not do any swapping or have orgies there, although Jean and I have used the spare bedroom on occasion.

Phil and I both like cycling. Not racing but distance. Phil and I have done a couple of weekend trips and right now we are doing a two-week trip along the Northern Italian coast. The scenery is great and the people very polite and helpful.

The first four days and nights were good but on the fifth night we had a problem. At the hotel in Milan we had booked we'd asked for a twin bedded room but they had made a mistake and given us a double-bedded room. And with the Tour de France on not that far away they had no more rooms available.

We dropped our bags on the floor and stared at the bed for a couple of minutes.

"Right or left?" Phil asked

"What?" I replied.

"Do you sleep on the right or left?" he said.

'Ah, I don't know. Right 'll do." I replied.

That decision made we had our showers followed by a good meal in the bar. We drank possibly a little too much so we did not go for an evening walk around the town as usual, besides it had been a hard ride up a lot of hills and we were tired so we went to bed and I for one fell asleep immediately.

The problem started a couple of hours later when I woke up. I don't know why I woke up and as I was still dozy so I did not move. I was on my back and I could feel Phil's hand on my prick. I glanced to the side and saw he still had his eyes closed but he was certainly feeling my prick up.

Now that I was awake my prick decided to react and I started to get an erection so I turned over and broke contact. I lay there for a while with Phil's hand now on my hip. It stayed there for a while but as I started to go back to sleep, he slowly moved his hand past my groin and again took hold of my prick. He started to work it up and down and I did not know what to do.

I figured he was dreaming or something but again I started to get erect so I took hold of his hand moved it back over my hips. I did get the feeling his whole body stiffened so maybe he was awake. If he was it made it a very awkward situation. Anyway, nothing more happened and I fell asleep again.

The next morning, we got up and showered and had breakfast and our conversation was normal. We had planned to stay here for two nights and we stuck to the plan. We spent the day exploring the city. Especially the Cathedral. Especially the flat roof. What a view. But we did not travel far and that evening we had another good diner at the hotel and a few drinks. Probably more than the previous night. Anyway, we got ready for bed and we, or I did at least, fell asleep.

I was woken again and again I was on my back and Phil's hand was fondling my prick. This time he had gotten inside my under pants and I was erect.

I just lay there. He was on his side with his eyes closed but I think he was awake as he seemed to know exactly what he was doing with my prick. I do not know why I just didn't get up and thump him one. But I didn't. I just let him stroke me for a couple of minutes, then I took hold of his hand and pulled him off me.

He rolled over onto his back and after a few minutes he whispered the word sorry. I said nothing and we both lay there for a while staring at the ceiling, each with his own thoughts. He whispered the word sorry once more and I had a brain fart and for reasons I will never know I took hold of his hand and moved it back to my prick.

He did not move for a while then he started to feel me up. He rolled onto his side facing me and he pulled my prick out of my pyjamas and really started to feel my up. I got a raging erection and I just lay there. Then he sat up, making the blankets fall down, and leaning over he took the head of my prick into his mouth. I had not expected that and took a deep breath, readying myself to protest, but I didn't. It felt really good when his tongue started lapping at me as he wanked me off with his hand. Jean had given me a few blow jobs but for some reason the one I was receiving now felt better. Then suddenly I gave a long moan and I came. I shot stream after stream of hot cum into his mouth and he swallowed all of it.

I lay there panting afterwards. We both did.

"What happens now?" I asked him after a few minutes of silence.

"It depends on what you want." He replied. Then he took my right hand and put it on his prick. I hesitated for a little while then rolled over to face him and started to massage his prick. It was a little smaller than mine and it was soon erect. He rolled onto his back and I wanked him off. It did not take long and after a long moan from him I felt his prick pulse in my hand and he climaxed over his own belly.

We then lay there for a while then he rolled to face me. He wiped his finger through some of the cum on his belly and presented it to my mouth and rubbed it over my lips. I did and said nothing. We then rolled back onto our backs. We both stared at the ceiling in silence after that and then suddenly it was dawn and I was waking up. I lay there wondering what to do about last night. I said nothing and got out of bed and went for a shower.

Phil said nothing but after I had got the hot water running and had soaped up the flannel he came into the bathroom. Without saying a word, he got into the shower with me and, taking the flannel off me, he turned me around so my back was facing him and he began to wash my back. He then moved down my back and washed my ass and I said nothing.

When he had finished he re soaped the flannel, handed it to me and turned his back. I hesitated for a few seconds then began to wash his back including his ass.

After we finished, we rinsed off and got a coupler of towels and dried ourselves, except he dried my back and handed me the towel. I then dried his back, especially the cheeks of his ass.

We were supposed to leave that day but it was raining so we decided to stay another day. Breakfast was good and we had a lot of coffee. We talked about everything. Everything except the elephant in the room. It did not stop raining so we went back up to our room. The bed had been made and I sat on it while Phil sat in the chair.

"About last night," Phil finally addressed the problem.

"Phil!" I interrupted. "As far as I am concerned. What happens on our holidays stays on our holidays." He looked at me and frowned.

"Suppose it happens again?" He asked and stood up and came up to me.

I looked up at him. "It shouldn't." I told him. "It was a one off."

"Was it?" He said and unzipping his jeans he pulled his prick out of his fly. I looked at it and then up at him.

"I think so." I said but there was no conviction in my voice. He stepped forwards and pressed the head of his prick to my lips. I looked up at him and although I wanted to scream No! I opened my mouth and he slid his prick into it. He then lightly moved his hips backwards and forwards as he held my head and fucked my mouth. I could not help myself as I began to suck his dick and massage it with my tongue. He started to moan and I moved faster.

"Ah Fuck! I'm going to cum baby! I'm fucking Cumming!" He yelled and suddenly his prick pulsed and my mouth was full of cum. I tried to swallow it but failed and he pulled out and I felt several more spurts of hot cum hit my cheeks and forehead.

When he had finished, he let go of me and I ran into the bathroom to rinse out my mouth and use the flannel to clean my face. I'm surprised I did not throw up but I didn't.

We ate lunch and dinner at the hotel as the rain continued to fall. And we talked. I was surprised that I had not realised before that he was gay, especially as he had a girlfriend.

"She is a transexual," he confessed. "She has a prick."

"Oh," I said and frowned. "Jean and Dianna go clothes shopping together."

"I have no idea if they talked about that side of our lives or not. But if we decided to have a foursome, that would be interesting."

"It's not going to happen." I told him and he shrugged.

That night we got ready for bed but this time we undressed in front of each other instead of changing in the bathroom. I was just about to put my pyjama's on when Phil stopped me. He actually kissed me. I did not return the kiss until he kissed me for the third time. He then produced a bottle of lubricant and covered my prick in it then he lay back on the bed. I knew what he wanted and should have yelled "No Way" but I knelt between his open legs leaning forward on one hand I used the other to guide my erect prick to the entrance of his ass. It was tight but I managed to slide my prick into him. I was slow and trying to be as gentle as I could be but then he said in a calm voice that I could fuck him as hard as I liked so I did. I fucked him hard while he kept his legs as far open as he could. It wasn't a gentle fuck. There was a lot of passion in it which surprised me and suddenly he climaxed and covered his belly with cum and then I climaxed and shot spurt after spurt into his ass. He then went to the toilet.

We showered together again and I sucked him off again, though with no reluctance from me which I thought strange. When he did cum there was not much of it as he had cum only twenty minutes or so earlier.

When the holiday finished, we went home and were met by our respective girlfriends. Jean seemed really pleased to see me and I was the same with her. Her parents were away for the weekend and after a quick hello for my parents, as I dropped my stuff off, Jean and I went to her place and had probably the best fuck we had had since I started going out with her. She was really surprised when I went down on her after we had fucked even though her cunt was full of my cum. It sent her into a wild orgasm.

Afterwards, as we lay exhausted on her bed she turned to face me.

"I found out something last week." She told me.

"What?" I asked.

"Dianne and I went shopping last weekend and guess what I found out." She smiled.

"What did you find out?" I asked though I thought I might know the answer.

"I'll only tell you if you promise not to get angry or tell Phil." She told me. I gave her my promise.

"Dianne has a prick!" she cried. "A real, living prick."

"Yes," I said. "When did you find out?"

She looked at me and frowned.

"You knew?"

"I found out from Phil. It slipped out in conversation."

"Oh," She sounded disappointed.

"How did you find out?" I asked. She hesitated.

"We were clothes shopping. We saw a couple of nice dresses and went to try them on. We were in separate changing cubicles and I put mine on pretty quickly and went into hers to show her. She had just lifted her new dress up to pull it over her head and I saw her prick. It was soft and she pulled the dress down and saw me."

"So? What happened?"

"She looked at me and then for some reason she pulled her dress back up and showed it to me. She did not say anything and I did something I hope you'll forgive me for."

"What did you do?"

"I walked up to her and I felt her prick."

"And what did she do?"

"Nothing. She just let me feel her up and pretty soon she had an erection."

"And what happened then?" It was like trying to get a confession from a child.

"I stopped and we both bought our dresses and a couple of other items and then we went back to Phil's place. I did not say anything and we had a drink, then I suggested we try our dresses on again. I thought she might go private in Phill's bedroom but she stood up and took her dress off Infront of me. She looked at me and pulled her panties down. I looked at her prick and she took it in her hand and played with it and got it erect. She was looking at me all the while. I just could not stop looking at it. I hope you'll forgive me but I walked up to her and cupped her balls in one hand and held her prick with the other hand. She looked at me then reached up and took hold of my head and kissed me. That's when I did something really bad."

"What did you do?" I asked and she put her chin up as if daring me to do something.

"I sucked her off." She said as if daring me to say something. "After her kiss had finished, I just dropped to my knees, took her prick in my mouth and I sucked her off until she came and then I swallowed her cum." She turned red with the confession.

I stared at her for a couple of minutes then to her surprise I kissed her. I then rolled on top of her and slid my prick back into her cunt, which was very wet. And I started to fuck her with long slow thrusts of my prick.

"What happened after that?" I asked. She looked up at me and moaned long and loud and then she took a deep breath.

"I let her fuck me!" she cried out. "It was an hour or so later and after we had had a couple more drinks and a long talk. I let her fuck me and I loved it. Her breasts against mine and my legs around her hips. Fuck! I'm going to cum!' she cried and dug her nails into my back as she screamed and climaxed. I continued fucking her through her climax and after several more minutes I pulled my prick out of her cunt and spayed cum all over her belly and breasts. Funnily enough she climaxed again.

Two days later Phil wrang me and wanted to know if we would like to go to his place for dinner the following Saturday. I asked Jean and we talked about it. We came to the conclusion that Dianne had told Phil what had happened and maybe we should try and think of an excuse not to go but we couldn't find one so we went.

I dressed casual and Jean put on the new dress. It was blue and had a long v neck which showed a lot of her cleavage; And the lack of a bra. It was also sleeveless and showed a fair amount of side breast. I kissed her and slide a hand inside the front to fondle her breasts. She pushed me away with a smile and we both took a deep breath and drove to Phil's place.

Phil, like me, had dressed casual but Dianne had put on the dress she had bought when out with Jean. It was blue and although there was more of it than Jean's dress it was very transparent and she had on white lacey panties but no bra and her nipples were clearly visible.

The meal was nice and the wine was flowing and it soon became clear to me that it was expected that we would be staying the night. After the meal we moved over to the lounge area and Phil put on a little light music that did not hide our conversation. We men talked about our holiday but we did not mention what happened between Phil and I.

Then a tune Dianne liked came on and she pulled Jean out of her chair and they danced. It was a slow dance and Jean had her hands around Dianne's waist while Dianne had her arms around Jean's neck. Then as the dance was reaching its end Dianne kissed Jean full on the lips. I think I saw her tongue enter Jean's mouth. Jean did not pull back and after a little hesitation she returned the kiss. I looked at Phil and he shrugged so I had another drink of wine.

Dianne pulled her head back and looked at Jean and for a moment I thought they might separate but Dianne slid the right-hand side of Jean's dress off her shoulder and then bent her head and kissed the now exposed breast. I looked at Jean and she gave me a quick glance back but made no effort to retrieve her dress. Dianne then pulled of the other shoulder strap of Jean's shoulder and stepping back let the dress fall around Jean's ankles. It was then I saw that my girlfriend had no panties on. Dianne covered one of Jean's breasts with one hand and slid the other hand down to cup her cunt with the other. Jean glanced at me and gave me a slight smile and then kissed Dianne long and hard. With a little movement Dianne's dress fell to the floor and they carried on kissing and fondling each other.

I glanced at Phil and he looked at me then moved and sat beside me for a better view. We watched the girls dancing and kissing and fondling each other. Dianne then stepped back and pulled her panties down, exposing a normal sized erect prick. Jean looked down at it for a moment then, without even a glance in my direction, she drooped to her knees and took Dianne's prick into her mouth.

I then felt Phil's hand on my prick and I did not stop him as he undid my zipper. I looked at him then lifted my hips and he pulled my jeans down to my knees. He then fumbled around a bit and pulling my prick out from my pants he took it as far into his mouth as he could. I just sat there and let him as I watched Jean suck Dianne's prick.

Dianne then pulled Jeans head off her prick and pushed her back. Jean fell backwards and Dianne followed and knelt between Jeans open legs. Jean let out a loud cry as Dianne slid her erect prick into her cunt. Then whimpered and groaned with every thrust.

Phil then started jacking me off while at the same time sucking my prick as hard as he could. I did not last long and with the sounds of Jean being fucked I cried out and shot spurt after spurt of hot cum into his mouth.

After a couple of seconds Phil stood up and stripped down to nothing. He then moved over to the two girls. Dianne saw him and smiled. She then wrapped all of her limbs around Jean's body and rolled over so that Jean was now on top. Phil had produced a bottle of lubricant from a drawer under the coffee table and he applied a lot of it to his prick as he knelt behind Jean. I knew what was going to happen and should have said something but I didn't.

Phil then lent forwards and lined his dick up with Jean's rear. He then slid hid prick into my girlfriend's ass. Jean screamed but he reached around her head and gagged her with his hand. He started to move in and out of her ass and after a few minutes she must have relaxed because the whimpering became more sexual instead of painful. He removed his hand and taking hold of her hips began to fuck her ass while Dianne began working her prick in and out Jean's cunt.

Jean arched her back and gave out a loud moan as these two pricks were sliding in and out of her and I stood up and walked around to her front. I looked at her and she looked at me. She was biting her bottom lip and moaning and whimpering with every thrust but then she looked up at me and gave her bottom lip it's freedom.

"Do it." She hissed. "Fucking do it!" and with only a slight hesitation I took out my erect prick and slid it into her welcoming mouth. I then started to fuck her mouth.

"I'm going to cum!" Phil yelled after a few more minutes and not long after Dianne yelled out that she was Cumming. I looked down at Jean and grabbing hold of my prick I hissed I too was going to cum although I had cum only a few minutes earlier and I tried to pull back but Jean reached up and grabbed my balls and I cried out as I shot a couple of spurts of cum into her mouth and down her throat. She swallowed it all and looked up at me.

"Fuck it! I'm fucking Cumming!" She yelled and wailed as she climaxed. The other two followed quickly behind.

It took a while before the four of us recovered enough to claim a seat in a chair or on the lounge. Once we recovered, I gave everyone a drink then we made our way upstairs. There were two showers so I shared with Jean. There was a toilet in this one which Jean needed so I stayed outside for a while and I wondered what her reaction was going to be like. As it was we both got into the shower and washed each other's backs.

"Well, that's a new one." Jean started "All three holes filled with cum at the same time. I never thought that sort of thing would ever happen to me."

"Neither did I. I think they planned it."

"Clever boy. Go to the top of the class. We'll have to find some way of getting our own back. I've invited them to our place in a couple of weeks. And that will give us time to plan."

We moved around and began to wash each other's front. Jean washed my prick and her cunt and breasts got a lot of attention from me.

"And by the way." Jean looked at me. "Come the morning when we are refreshed, we've worked out a plan for Phil to fuck your ass while Dianne sucks you. I'll be there to make sure you do not escape." She smiled as it dawned on me, she wasn't kidding. I did indeed try to escape but it was pissing down with rain and Jean had hidden the car keys.

The next morning, we got out of bed, dressed and went down the stairs. Phil and Dianne were waiting in the kitchen. Dianne only had a shirt on and on seeing me she walked up to me and gave me a kiss using her tongue. I returned the kiss. Dianne then slide her arms under my arm pits for some reason then kissed me again. Phil and Jean moved up behind me and Jean reached around and undid my jeans. Both Phil and her dragged them down and somehow, I stepped out of them.

"What the fuck is going on?" I asked as Dianne fell backwards onto an area of the table that had been cleared and dragged me with her.

I pushed to get up but Jean pulled my arms out from under me. I tried to get free or at least scream but Dianne had her tongue down my throat so I gave up. Then I felt Phil behind me. I cried out when I felt his lubricated finger slide into my ass. Then he pulled it out and replaced it with his prick.

I screamed again but Dianne stuck her tongue down my throat and deadened the noise as Phil's prick slid all the way up. It hurt. It bloody well hurt as he thrust in and out of my ass but then I relaxed a little and the pain eased a little. Phil increased his fucking and yes it still hurt but not as bad and then I felt my own prick as it got harder. I pushed down on the table and Dianne slid out from under me so I dropped down to my elbows. I cried out with every thrust but the pain eased and Jean came around and kissed me.

"There, there baby. It will get better. She kissed me again and used her tongue and I returned the kiss. Phil then increased his speed and I opened my legs a little wider and that eased things up a little but it still hurt. Then I felt Jean's mouth on the tip of my prick. Her hand started to jerk me off. For some reason I felt a bit better.

"I'm going to cum!" Phil then yelled as he thrust into me and suddenly, I felt his prick pulse as he filled me with his cum. He pulled out and sat down while I stayed with my elbows on the table. As nice as Jean's mouth felt I suddenly realized I had other needs and glanced at Phil.

"Straight out the kitchen door and it's to your right." He told me and I was off. It was a good fifteen minutes before I returned to find Phil having a coffee and the love of my life sucking Dianne off. I retrieved my trousers and under wear and put them on as Dianne climaxed and Jean swallowed it all.

"Where's the coffee?" I asked and Phil indicated the pod machine. I have to get one of those. By the time the two girls had sorted themselves out Phil and I were planning our next boys only bike trip.