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Helping a Friend

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El slipped out of bed the next morning, careful not to disturb Max who was still sleeping with a contented smile. Returning to her own room, she slipped out of her shorts and then Mike's boxers, tucking them safely away in her bag to take home when she left. Wrapping up in a towel, she crossed the hall to the bathroom and spent the next few minutes under the hot spray of the shower, running over the plan in her mind one more time. She was almost certain she knew how they would both react, but there was still that hint of uncertainty tugging at her. All the same, if she was wrong, it just meant things would return to the way they had always been.

The thought of what the day might bring was quickly turning El on again, and she was momentarily tempted to redirect the spray from the shower-head to give herself a quick bit of relief. Deciding she would save the moment, letting her horniness embolden what she was about to propose, she shut off the water and stepped out, toweling the droplets from her steamy skin, happy to be rid of the grimy feeling from the Grayhound bus. After pulling on a fresh outfit she knew Mike loved, El went out to the kitchen in search of breakfast.

"Good morning sweetie," Max's mother greeted. "Sleep well?"

"Good morning." El returned with a polite smile. "I slept great."

"I'm glad you're up," she continued. "I was hoping one of you would be, before I had to take off for work. They need me for a double shift today so I won't be back until late. Probably 8:30 or 9:00. You two will be on your own for dinner, but I left money for a pizza on the fridge."

"Pizza works for me," El said, trying hard to keep the excitement out of her voice; they would have the house to themselves for the entire day.

"Would it be alright if Mike came over today?" she asked, aware of the restriction that had been put in place after the close call.

Susan thought about it for a moment before agreeing. She knew Mike and El were dating, and Joyce probably wouldn't want them left alone together, but Max would be around, so they couldn't get into too much trouble.

As Susan headed out the back door and Max wandered sleepily into the kitchen, El walked over to the phone and dialed Mike's number. She was a little worried she might be waking him up, but she couldn't wait any longer. A grin spread quickly across her face as a familiar voice picked up on the other end.

"Hey, its me," she greeted, pausing to listen to Mike's groggy reply. "Shut up, it's not that early," she teased. "Maybe you were just up too late last night."

Max threw her a look and fought to stifle a laugh, knowing full well what had kept all of them up late the night before.

"Do you think you can come by Max's house? I already checked with her mom and she said it was alright. We need to talk." She paused again, listening to Mike's stumbling answer. "Great, I'll see you then."

Hanging up the phone, she turned and found Max red in the face and practically falling out of her chair, fighting to hold back laughter.

"What's so funny?" El asked, puzzled at what she might have said to evoke such an outburst.

Catching her breath, Max explained. "You never tell a guy 'we need to talk.' Those are the four scariest words a girl can ever say to a guy. 'We need to talk' usually means 'you screwed up and I'm mad.'"

A worried look crossed El's face, and she started to reach for the phone to call Mike back.

"El, it's fine," she laughed. "He'll be so relieved that you're not mad once he gets here, he'll forget all about it. You're not mad about something, right?" she asked.

"Nope," El agreed with a reassuring smile. "Not mad."

Fifteen minutes later, far less time than it should have taken Mike to get dressed and walk over, there was a knock at the door. El was in the bathroom running a brush through her hair, so Max answered the door at let him in. As he followed Max into the living room, Mike did his best to push down the fears tugging at his mind, worried by El's invitation to come over so they could talk.

"Did she ask about us?" Mike asked, glancing down the hall, ensuring El wasn't nearby.

"Yeah, she asked last night. I told her everything. She was fine with it, happy even." she said, looking away with a blush, not ready to admit to what they had done.

"Same here, when she..." he paused, unsure if she knew El had slipped out in the night, and somehow feeling like it had been disrespectful to Max that he had sex with El when she came over.

"When she snuck back over last night?" Max asked, practically reading Mike's thoughts.

"Yeah." he confirmed with downcast eyes. "And yeah, she seemed okay with it. More than okay, really." Mike added.

El came back into the room, throwing her arms around Mike when she realized he was there. Her lips met his in a brief kiss as Max dropped into a chair, fighting a pang of jealousy, knowing she was going to have to start getting over it; she knew from the beginning this was a temporary thing. Mike and El settled onto the couch, snuggled close to one another in a moment of blissful silence. El could practically feel the tension in the air with all three of them gathered together and she took a deep breath, knowing it was now or never.

"Okay, so I know you were both a little puzzled at first when I said it was okay if you helped each other out while I was gone." El began. "You've both told me all about the things you did, and it really is okay. I'm not mad about it. In fact, I'm really happy you two are finally getting along as you always should have, maybe even a little better than that now. I appreciate the fact that you were both honest with me about what all you did. Friends don't lie, so there's something I need to tell you guys too, and I really hope it doesn't make you mad. That first night, in the basement, and in Mike's room...I was there; I watched."

Mike and Max looked at each other, relieved that her admission wasn't something bad, but curious why she hadn't said anything when they were describing the encounter.

"When I first proposed the idea to you guys, I really did think it would just be two friends helping each other get off and not be so lonely, if you even did anything at all. But I saw the way you were, the looks and caresses, the tenderness. It was really beautiful, you guys. I can see you guys actually cared for each other. And the way you've talked about the things that happened after that night, I can see things got deeper than any of us intended."

"There it is," Mike thought. El wasn't mad about what had happened between the two of them, but she was mad that they had developed feelings for each other in the process.

"Now, I know I said this was only supposed to be a temporary thing until I got back," El continued. "I've been giving this a lot of thought, and there might be a way to keep going this going, if you guys want. Is that something you would want?"

Mike glanced at Max, before turning back to El and nodding, sheepishly. Max looked at El, trying to gauge what she was thinking. Slowly she nodded as well, ashamed to be admitting to her best friend that she wanted to continue sleeping with her boyfriend.

El gave them both a reassuring smile. "We don't have to define what all this means right now. But if you two would like to still be together from time to time, I'm alright with that on one condition; if I can join you when I'm here."

They each considered her offer for a moment, and then nodded again in agreement, both hoping they weren't coming off too eager. For Mike, it was an easy decision to continue an intimate relationship with the two people he felt more connected too than anyone else in the world. For Max, the ease at which she agreed actually surprised her. She'd never felt any particular attraction to other girls, usually she barely even got along with them. With El, something about the idea felt different and right, in the same way she felt with Mike. She had felt it last night, leading her to lay a hand on El's arm as they pleasured themselves, and she felt it again now, considering the possibilities behind what El was proposing.

Standing, El turned back to the couch and took Mike's hands in her own, pulling him to his feet.

"Promise me, you're not going to leave me for her if we do this."

"From the bottom of my heart, I promise you, I'm yours, always." Mike assured her, leaning in and sealing it with a kiss.

Max watched, realizing his devotion to El was one of the things she admired most about Mike and gave her a goal to someday look for in a partner of her own. Stepping away from Mike, El turned and pulled Max to her feet.

"Max, can you promise me you're not going to steal Mike away from me if this continues?"

"El, you are my best friend and I would never do anything to hurt you. I promise, whatever happens between the three of us, I will not steal Mike away from you."

El pulled Max in for a hug, once again appreciative of her honesty. Blushing nervously, El asked, "Max? Can I kiss you?"

Turning a deep crimson to rival her hair, Max nodded, her heart suddenly pounding furiously in her chest. Leaning in slowly, eyes closing, El pressed her lips softly against Max's. For a moment, the contact was stiff and hesitant, new and out of character for both of them. All at once, the tension broke and they each softened against the other's touch, their arms pulling each other closer.

"Whoa," Max gasped, catching her breath as they separated.

"Yeah," El breathed with a shy smile, before leaning in for another peck.

Mike stared in astonishment, not quite believing what he was seeing. It was like something out of a secret dream, his girlfriend and her best friend - who he happened to also be involved with - were kissing each other with increasing passion as he stood there and watched. Both were clearly enjoying the connection building between them, and Mike was painfully aware of the tightness growing in his shorts.

Breaking the kiss, confident in where she wanted things to go, El reached out and took hold of Max's hand before turning to Mike and taking hold of his. Without a word, she led them down the hall to Max's room. While she could have chosen her own, there was something exciting about Max's bed, where they had each been intimate with her on separate occasions. Once they were in Max's room, however, no one was quite sure what to do next; they all wanted this, of course, but had no idea how to proceed.

"So how will this work, we just all take turns? Or..." Mike asked, breaking the silence but then trailing off as he realized he didn't have much of an answer either.

"We figure it out as we go" El finally said.

Deciding to take a chance at being bold, Mike lay down in the middle of Max's bed, then held out his arms for both girls to join him. Relieved that a decision had been made, the girls threw each other a smile then joined Mike, each laying down on opposite sides of him. With arms around both girls, Mike turned his head first to the right, bringing his lips to El's, kissing her with a fevered passion that far exceeded their normal intensity. Breaking away, and taking that first bold step with his girlfriend actually present, Mike turned and pressed his mouth to Max's, their lips parting and tongues entwining as familiar lovers.

In reassurance, El pressed her lips to Mike's neck, attacking the soft skin with vigor, her forehead resting against Max's hot cheek. El could feel their movement against one another, and already she could feel the heat rising between her legs. Like Max, she had never really considered the idea of being with another girl before all this. While she didn't have the usual societal hangups about such a pairing, the idea just didn't strike her as all that appealing. With her best friend, however, she found the idea both bold and exciting. Maybe it was the fact they were sharing Mike, maybe it was something else she couldn't even put her finger on yet, but in either case, she found herself excited beyond words at the possibilities the day held.

As Max broke her lips away from Mike, in desperate need to catch her breath, El was right there to meet them with her own. She kissed Max with a passion she assumed she would only ever have for Mike, their lips slowly parting, tongues meeting with hesitation before darting deeper in their partner's mouths. Mike lay there, his hands gently stroking both of their backs, still not believing the turn his life had taken. A month ago, he was nervous to even be in the same room as Max, and now he was lying in her bed while she and El were making out just inches above his face.

Feeling more relaxed, Max leaned back and pulled off her shirt, revealing the simple gray sports-bra she had been wearing overnight. El followed suit, pealing off her own t-shirt, revealing the fact that she had foregone a bra entirely. Not to be left behind, Mike joined them, shedding his own shirt before laying back, pulling both girls down with him. Lips passed one to the next, connecting for a few, brief seconds, tongues playing off one another, before moving on; Mike and Max, Mike and El, Max and El, occasionally the three of them meeting all at once. Mike wrapped his arms tighter around both, hands reaching each girl's chest. With his right, he gently cupped El's breast, fingers softly playing across one firm nipple. With his left, Mike slipped practiced fingers beneath the hem of Max's bra, wrapping them around the precious treasure within.

As they kissed again, inches before his eyes, Mike rolled a nipple firmly between his fingers on each hand. Each girl moaned into the other's mouth, panties dampening with each passing moment. Curious just how far El was willing to take things, Mike decided to move another step forward.

"Ladies first," he suddenly announced, slipping down the bed between the two girls.

Max and El gave each other a puzzled look, wondering just how he planned to take care of both of them at once as he appeared to be proposing. They each rolled onto their backs, scooting closer, side by side. Mike worked quickly, alternating between girls, undoing buttons, lowering zippers, sliding shorts down firm, sun-kissed legs. Those were swiftly followed by two pairs of panties, a simple white pair for Max, a bold and lacy black pair for El; the ones she knew drove Mike wild. He looked up to throw El a devilish, knowing grin, only to find her mouth once again occupied with Max. The image was so sexy, he found his hips flexing of their own accord, his stiff cock grinding against the mattress.

"Not yet," he muttered to himself in chastisement.

Mike kissed his way up both sets of legs, inching closer to their waiting pussies, feeling the moist heat on his face as he neared. El would always be first in his heart, so he started there, diving his eager tongue into her soft folds, causing her to moan against Max's mouth. He started slow, alternating long wide strokes with teasing flicks across her clit, soon eliciting a rise and fall of her hips to meet his advances. While his mouth serviced El, his hand sought out Max, teasing her pussy with outstretched fingers before plunging one deep inside. Soon enough, she too was falling under his spell and Mike added a second probing finger while playing his thumb around her swollen clit.

El was just beginning to feel her breath quicken, when suddenly Mike's mouth was gone, quickly replaced by fingers as he switched to pay Max some attention. Still, he managed to keep her high on the peak, her hips thrusting up to meet the curl of his fingers. Meanwhile Max's core was on fire as Mike worked his mouth over her, his tongue teasing at her engorged clit, his teeth gently nibbling, drawing out deep moans. She could feel her climax approaching when he was suddenly gone again. Back and forth he switched, alternating between mouth and fingers on both girls, drawing them rapidly up toward the crest. Each time they drew closer, only to have him leave just moments before they made it. Max and El still had their faces close together, though they were too lost in the moment to keep their lips together any longer.

Mike brought his lips back to Max's dripping cunt, flicking his tongue rapidly over her clit when she suddenly spilled over. With a deep groan of pleasure, her hips bucked hard against his face. As she rode out the storm, Mike kept at it with gentle, slow strokes to prolong the climax. Returning his mouth to El, he found she too was on fire, eager for her own release and turned on to the point of delirium as she held Max's hand through her orgasm. It only took a few passes of Mike's tongue to take her the rest of the way when El climaxed, cumming hard, drenching Mike's face in her sweet juices as she cried out his name.

As both girls came down from their high, Mike was painfully aware of how wet his own boxers suddenly were, his cock leaking a steady stream of precum. Still, he fought the urge to provide his stiff member any attention, knowing - or at least hopeful - that the girls would be returning the favor shortly. Crawling back up between them, Mike lay back and turned to El who attacked his lips with a fevered passion. Max pulled herself across his chest, eager to get in on the embrace, bringing her lips hungrily along side El's. The girls could taste themselves, and each other, all over Mike's cheeks and once again, it surprised each of them how much the idea turned them on.

"Was that good for you?" Max asked, laying her head on Mikes chest and looking up at El.

"Mm hmm," El nodded, still riding her euphoric bliss.

"Want to help me thank him?" Max continued, already scooting her body down the bed.

El looked deep into Mike's eyes, reading the desire he wasn't even attempting to hide. Planting one more quick peck to his lips, she slid down the bed, joining Max near Mike's waist. As El worked to undo Mike's belt, Max lowered his zipper, and together they slid his shorts down and off. Eagerly, El reached up and grasped his boxers, lowering them down his legs as well.

"You're not going to steal those ones too, are you?" Mike asked, a gentle tease.

El blushed a deep red, casting Max a quick glance and hoping she didn't ask what Mike meant. Thankfully Max was already eyeing his stiff cock, anxious to pay him back and, if she was honest with herself, feeling just a touch of competitive jealousy. She was the outsider in this new relationship, and she wanted to make sure she proved she was in it all the way. Leaning in close, she ran her tongue slowly up his shaft, planting the lightest kiss as she reached the tip. No sooner had her mouth left, than El's tongue followed a similar path, kissing the head just a little longer. Back and forth they alternated, running up the length of his cock and sinking their lips just a little deeper each time.

Taking control for a moment, Max sank her mouth deeper, bobbing her head and drawing a shuddering moan from Mike. Letting Max have her moment, El dropped her mouth lower again, running the tip of her tongue gently along any exposed skin each time Max withdrew. With a free hand, El took hold of Mike's balls, giving them a firm but gentle roll as they worked him over. When Max finally pulled back, Mike's cock flopping out of her mouth with a wet plop, El was right there to sink him deep, jabbing at the back of her throat but holding back just enough to keep from gagging. After a few bobs of her own, Max's mouth was back, wanting another turn.

Back and forth they alternated, one bobbing deep on his cock as the other attacked with her tongue. Mike's head was thrown back, his eyes closed, lost in the moment and never sure who's mouth was wrapped around him at the moment. As his own orgasm approached, his hips began to rise from the bed, thrusting ever harder at the wet lips and waiting tongues.

"I'm close," Mike breathed, as El sank deep on his cock, the top of her throat gripping the head.

She had a decision to make, how best to finish Mike off. She could tell by his quick, shallow breaths and the tensing of his hips, he was right on the brink. A few quick bobs and he would be there, but she couldn't decide if she should keep it all to herself, or let Max take this one. Max had gotten to do this more recently than she had, and it gave El a deep thrill when Mike came in her mouth, barely swallowing one mouthful before another blast hit her throat. Still, the whole point of this was a shared experience, and El suddenly decided just how she could do that.

Pulling back, El kept just the head of Mike's cock between her lips, her tongue swirling around the tip as she worked her hand up and down his shaft. Max leaned her head in close, thinking it was her turn again, though El kept her mouth where it was.

"I'm..shit..I'm there," Mike swore, losing himself to the feeling, knowing El's technique even without looking.

At the last moment, El pulled her mouth off and stroked the full length of his cock as Mike came, a thick, hot glob of semen splattering her upper lip and across her cheek. Stroking him vigorously, El aimed him slightly to the side, his next blast hitting Max across the cheek and into her astonished mouth. Back and forth El aimed him, glazing their faces as Mike's orgasm died away, each of them dripping by the time he was done.

"Holy shit," Max exclaimed, surprised at the unexpected finish.

El gave her a sly grin, leaning in for a quick, gooey peck on the lips before sliding her way back up to lay down next to Mike. Max could only watch in shock as they began to kiss, Mike alternating between her lips and her cheeks, cleaning his deposit off her soft skin and sharing it as their mouths came back together. She was starting to realize the two of them had more of an adventurous side than she had given them credit for - more so than she and Lucas ever had - but even after an experience like that, the tenderness remained between them. It wasn't just about getting each other off, it was about sharing a moment together.

As she watched the two of them together, she started to get that third-wheel feeling, wondering if she really had a place with them or deserved to be a part of it. Leaning down, Mike reached out a hand and took hold of hers, gently pulling Max up to join them. El's face thoroughly cleaned, Mike turned his attention to Max, gentle kisses and strokes of his tongue clearing away his cum. He gave her a smile, not forcing a kiss and letting her decide if she wanted share it or not. Reassured, Max leaned in and pressed her mouth to his, their tongues meeting. El joined in, helping clean her up, their lips occasionally meeting as well.

Finally deciding they had gotten it all, the three of them laid back again, catching their breath and tangled in each others arms. El nervously chewed at her lip, something she wanted to ask for, but knowing it was a much bigger step than they had taken so far. Taking the plunge, she decided to just ask for it outright.

"Mike, watching you two the first time was really beautiful, and I want to watch you with Max again, in person this time. Would you do that? Will you make love to her for me?"

"Are you sure?" Mike asked, a little surprised she would want to watch something that intimate without being involved.

"I'm sure," El agreed, her pussy already getting slick with excitement at the idea.

"Alright then, I would love to. If you're okay with it too, Max." he added.

Max nodded eagerly, no longer trying to hide her enthusiasm; she got another moment just with Mike. It was something she had resigned herself to never having again, just a few hours earlier. True, El would be there watching, hopefully enjoying what she saw, but for Max the real thrill of the moment was Mike. As Mike got to his knees, El rolled off to the side, allowing Max to settle on her back in the middle of the bed, pulling off her bra as she did so. Getting between her legs, Mike grabbed hold of his cock and swiped it up and down the slick lips of her labia, coating the head with her considerable wetness. Lining up and catching her eyes with his own, Mike sank deep into Max's tight pussy, bottoming out in one smooth motion.

Max let out a low, shuddering moan; she could living a thousand years and not get over how good that felt. She gazed back into Mike's deep brown eyes, the whole world fading away as he leaned down and began to thrust into her with long, slow strokes. Her hips rose gently to meet his, a deep warmth spreading threw her whole body. Bringing his head close to hers, Mike buried his face in her neck, kissing her soft skin, nibbling at her collarbone. Urging him closer, wanting to melt into him, Max brought her hands around his back, palms flat, feeling the flex of each muscle beneath her fingers as he pulled her onward toward her next orgasm.

El lay to the side with rapt attention, drinking in the scene. It had been amazing to watch, when she found them through the void. Witnessing it in person was something else entirely. The looks on their faces, each time their eyes met, sent a thrill up her spine. Mike and Max had practically forgotten she was there, so lost in each other, and she couldn't be happier for them. She had chosen her words carefully, asking Mike to make love to Max, and that's just what they were doing. There would be time enough later for more spirited encounters with two or all three of them, but for now, this moment was about them. As badly as she wanted to reach out and place a hand on Mike, she held back, burying her fingers instead in her dripping pussy. A climax was already begging for release, but she held herself back, determined to cum along with them.

As her breathing quickened, Max pulled Mike in tighter, her fingers curling and her nails digging into his back. Mike let out a low groan, practically a growl, and flexed his back tighter against the stabbing points of pain. With El, they were always careful not to hurt one another, knowing if El lost control in a moment of passion she could seriously injure him. With Max, he was finding he could embrace it, the minor pain spurring him onward. He thrust harder and heard Max's breath pick up pace, already getting familiar with the signs when she was getting close.

"Mike," she breathed, tiling her hips, willing him deeper.

"Max, hang on, I'm close," he said, wanting to go over the edge with her.

"Okay," she nodded, breathless, the feelings quickly growing to great to hold back.

"Mike. Mike...I can't. Mike," she squealed, her body on fire, her pussy spasming hard around his cock.

"Max," Mike moaned, giving one final thrust before firing a thick stream of cum deep inside her. He thrust again, coating her with another load, her tight walls milking him of every last drop.

He buried his head against her shoulder, out of breath, body alive with electricity, Max's own hot breath against his ear.

"Mmmm...aaaaarrrrahahhh," El let out, practically a scream as she came hard, reminding them she was still there.

Two pairs of eyes shot over in time to see El climax hard. Her eyes were shut, face scrunched in concentration. Her body was balled up, fingers of one hand pulling furiously at a taut nipple, her other hand frantically working her clit, juices pouring around her fingers. Opening her eyes again, she saw she had an audience and that trill seemed to renew the strength of her orgasm. She hadn't meant to be so loud, not wanting to interrupt their moment but she had been unable to help herself. Max reached over with one hand, wrapping it around her shoulder. Mike, seeing what she intended, reached over as well and wrapped an arm around El's waist. Together they pulled her over, tight to their sides and wrapped themselves around her as she continued to shudder through the last of her climax.

All were too breathless to meet for more than a simple peck, their hearts pounding and bodies misted with sweat. Mike settled between them again, rolling to his back and pulling an arm around both girls, holding them close and unsure quite what to say about all that had passed between them. For a few minutes, they lay there in blissful silence, but El knew she wanted more. There was no telling how many chances like this they would have, especially with the rest of the party returning soon, and not long after that she would be heading back to the Byers'.

Letting her hand drift slowly down Mike's stomach, El was surprised to find Max's hand already there, toying gently with Mike's cock. Catching eyes with her best friend, she smiled and wrapped her hand around the Max's. Together they stroked him, trying to coax life back into the soft member. Mike looked first and Max, then at El and gave a small laugh.

"You two are going to kill me," he grinned.

In truth, he wasn't done either, he only needed a minute to rest. The spirit was willing but the body needed time to catch back up. El thought for a moment how they might encourage him and an idea came to her. Leaning across Mike's chest, she brought her lips close to Max's ear and whispered a suggestion, careful to keep her voice low so Mike wouldn't hear. Max's face flamed a deep red blush, before nodding a shy "yes."

"Mike, sit over there," El ordered, pointing to the chair at Max's desk.

Confused but intrigued, Mike did as he was told and crossed over to the desk, pulling out her chair and turning it to face the bed. Meanwhile, El and Max engaged in a quick, whispered conversation, before El lay down in the middle of the bed. Thinking they were going to make out in an attempt to get him hard again, Mike was unprepared when El gave Max a smiling nod, and Max straddled her face before laying down, her own mouth now just inches from El's pussy. As she contemplated the sight in front of her, still building up her nerves, Max suddenly let out a surprised yelp as El darted her tongue forward, grazing her lips before pressing it between her soft folds.

Leaning in close, Max returned the favor, her tongue slipping between El's lips and seeking out her clitoris. Light flicks alternated with long, slow strokes, causing El to moan against Max's pussy, her tongue getting more enthusiastic. Slipping her arms around El's legs, Max spread her lips wider, getting her mouth in deep to suck on El's swollen nub, slipping a finger into her tight cunt at the same time. She wasn't entirely sure what all she should be doing, but the steady rise and fall of El's hips encouraged her she was on the right track.

At the other end of the bed, El was already having difficulty focusing, getting lost in the moment. Max would do something to make her moan, and her moaning into her best friend's pussy would only encourage her more, resulting in a most pleasurable feedback loop. She could still taste Mike, and the creamy deposit he had left minutes earlier. While El had never done this before, she decided the best idea would just be to do everything she liked Mike doing to her. Fingers explored, tongue danced and lips gave gentle suction, all eliciting groans of pleasure from Max. Sucking Max's clit hard between her teeth, El gave the delicate nub a gentle nibble, causing the girl to press back, grinding hard and flooding her face with slick juices.

Watching from the chair, Mike couldn't believe his eyes. El, his girlfriend who he loved more than anything in the world. Max, her best friend and the girl El had granted permission for him to be intimate with as well. Here they were, together on Max's bed, their faces buried deep in one another's pussies, oblivious to the fact that he was even still there. Over the pounding of his own heart, the room was alive with deep moans, surprised squeaks and tongues meeting moist flesh. He knew there was a good chance he would never witness something so mind-numbingly erotic the rest of his life. His cock was hard as steel again, and though he badly wanted to touch it, or to join the girls on the bed, he held strong to his willpower and let the scene play out.

"Max," El moaned, lifting her lips from her friend's pussy for a moment. "Max, suck my clit. Hard." she begged.

Barely hearing, on the verge of cumming, Max obliged and pulled El's clit firmly between her lips, applying a gentle pressure as she sucked the firm flesh.

"Just like that," El added. "I'm almost..."

Before she could get the words out, El came again, a deep squeal forcing out of her lips as she ground her pussy hard against Max's mouth. The redhead switched to lapping strokes and slowed the movement of her fingers, her face soaked as she drew out El's climax. Desperate for her own release, Max ground her hips back against El, humping her cunt hard against El's fingers.

"El, please, I'm so close. Faster. So close." Max breathed.

All at once, her whole body stiffened, a flood of juices running down El's chin as Max's orgasm shook through her. She felt like she was turning inside-out and never wanted the moment to stop. Lucas had been alright when he went down on her, Mike was plenty skilled, but neither of them could hold a candle to El, who seemed to know exactly what Max needed, at the moment she needed it.

Not pausing to take a breath, Max swung around, still on top of El, and kissed her with a furious passion. She needed more of El, both of them really, but El was who her arms were around at the moment. El reciprocated, wrapping her arms around Max, pulling her in close and kissing her deeply. Their tongues met, swapping the flavors of their pussies. Their faces were drenched, their bodies slick with sweat but they didn't care. As they moved against one another, their pussies met and they quickly found themselves flexing their hips in a steady rhythm, the friction heating them all over again.

Unable to contain himself any longer, Mike crossed back to the bed and climbed up, kneeling to the side of the girls. Feeling the motion, El opened her eyes briefly and caught his, giving him a gentle nod before sliding them closed again, getting lost in Max's embrace. He thought for a moment about where he fit in with this latest development, before crawling down the bed to kneel between their legs. As she ground steadily against Max, Mike pressed his cock against El's pussy and slipped inside, his own thrusts matching pace with theirs. El practically screamed into Max's mouth at the effect of their combined assault on her pussy.

Max could feel Mike behind them, but wasn't entirely sure what he was doing, aside from the fact it was something driving El wild. She was about to lift her head and look back, when Mike pulled out of El and slid his cock deep into Max, barely breaking their rhythm as he did so.

"Fuck," she moaned, understanding El's reaction.

Mike did his best to keep things even, a few thrusts for Max, then a few thrusts for El, before returning to Max again. He could feel the heat radiating off them, their bodies alive with desire.

"Mike, out for a second," El ordered, wrapping her arms tightly around Max.

As Mike pulled his cock free of El, the pair lifted impossibly off the bed and flipped over, settling again with El on top. She swiped quickly at her nose, clearing a trace of blood before resuming grinding against Max, now able to apply more pressure with each flex of her hips. Mike joined in again, sliding effortlessly into El, picking up where he left off. He thrust hard, adding his own momentum to hers and together they were pulling Max up to the edge again.

Feeling adventurous, Mike grabbed El's ass and gently spread her cheeks, pressing a finger to her rosebud. She let out another moan, leaning in tighter to Max. Lifting the finger to his mouth, Mike got it slick with spit and then pressed the tip gently back in place. Desperate for what he was offering, El pressed back against his finger, frustrated as he kept it just out of reach.

"Do you want it?" Mike asked, teasing.

"Yes," El moaned, straining to reach more of his finger.

"Tell me, then. Tell me what you want."

"Please," El whimpered between thrusts. "Please. Finger. My ass."

The gentle teasing over, Mike began to ease his finger in, a little at a time with each thrust. El reveled in the full feeling, her mind going wild with pleasure. She was getting close but not didn't want to reach the peak just yet.

"Roll over," she ordered again, grabbing Max in a tight embrace and shifting onto her back, without the help of powers this time, too far gone for the focus that would have taken.

Mike pulled his cock out of El's sopping pussy, and his finger from her ass so they could complete the roll. As they settled again, with Max now on top, Mike slid back into Max, giving her pussy some much needed attention again. The girls resumed grinding, El ducking her head and gently nibbling at Max's nipple.

"Do you want Mike to finger you, too?" El breathed, encouraging her friend to try.

Max nodded, nervous but lost in the throws of passion.

"Ask him," El prompted.

"Mike, please, finger my ass." Max begged, her body flooding with desperation.

Mike took it slow, wetting a finger carefully and then slowly sliding it into her tight, quivering ass. The feeling was incredible, fuller than anything she had ever felt.

"More," she moaned.

Mike wasn't positive she even knew what she was asking, but he pulled his hand free, wetting another finger and slowly entered her ass again with both fingers. Max moaned, deep and long. Her pussy was full of Mike's cock, her ass was full from his fingers, her mouth was full of El's tongue, and her clit was being ground firmly by El's. She was lost in a heaven she never wanted to leave. She tried to speak, begging for more, for both to go harder and faster, but no words would come, just another moan.

Max's breath came rapid and shallow, her body stiffening at the release that was just out of reach. All at once, El gave her nipple a firm roll between her fingers, and Max lost all control. She let out her breath in a long, slow moan as Mike thrust away at her pussy. She gushed forth a warm shower of juices, drenching El and Mike both. Her body continued to shudder, the orgasm trailing on so long she started to run low of breath, before finally starting to fade away.

Max was a limp, quivering mass as Mike slowly pulled out of her and laid her down gently in the middle of the bed, cuddled safely between his own body and El's. As her shaking subsided, she found there were tears pouring down her cheeks. She wasn't sure she had ever been this happy, or felt this complete, in her entire life.

"Thank you," she whispered, her breath still shaky. "Thank you, El."

"You're welcome, Max," she whispered back, planting a soft kiss to her lips.

Max rolled her head the other way, still riding her high, and continued. "I love you, Mike."

Mike glanced at El, worried they were finally crossing a line too far, but she smiled back and gave a gentle nod.

"I love you too, Max" Mike said, pressing his lips to hers.

They cuddled for a few more minutes until Max drifted off to sleep, exhausted and satisfied.

El stared lovingly at Mike and whispered, "My room?"

Mike nodded, and then quietly slipped out of Max's arms. They pulled the soaked comforter out from underneath her and wrapped her up in a warm, dry blanket before slipping into the hall and over to the guest room so they didn't disturb her sleep. For a few minutes they lay together, arms tight around one another, lips meeting in tender kisses. The day had been her idea, and she didn't regret a moment of it, but there was something she needed now, to balance out the experience.

"Mike, I need you to do something for me," El began, her eyes rising to meet his.

He recognized the look, part of the give and take of their relationship, and it was something they had discovered quite by accident.

"What do you need?" he asked, knowing full well but making her say it out loud.

"You made love to me last night, and you've been very sweet all day, but now..." she trailed off.

"I need to hear you say it," Mike repeated, enjoying being able to toy with her for just a moment.

With a deep sigh, El looked him square in the eyes and said, "Mike Wheeler, I need you to FUCK me."

"El, I would be more than happy to fuck you," Mike said, bringing his lips to hers with vigor, pressing her back against the mattress as he did so.

She lay back, settling comfortably, anxious for what only Mike could do for her. She had spent years escaping her past, growing and becoming the girl she was now, but in some ways she had almost done too well. Eleven had been a terrified girl the day she stepped out of the lab and into a world she knew nothing about. El was who that little girl had become; strong, confident, sure of her own strength and ready to defend those she loved. There wasn't a situation she couldn't handle.

Once in a while, though, El had a burning need to not be the one in charge. Not dominated, exactly, just not calling the shots, and there was nobody but Mike that she trusted to walk that fine line. She had spent all day - the last two days, really - orchestrating the encounter the three of them had shared. She was confident Mike and Max could keep each other happy, while not leaving her behind. El wanted Mike to be happy, of course, but she had her own reason for the arrangement as well, one she wasn't quite ready to share with them yet. She didn't regret a thing they had done, and very much wanted to do all of them again, but for the moment she needed to not be the one in control.

Straddling her chest, Mike positioned his cock just beyond her lips, his eyes meeting hers. He didn't need to speak a word, she knew what he wanted and she was ready. Leaning her head forward, El wrapped her lips around his shaft, her tongue enveloping the head, teasing his most sensitive spots. Bracing one hand on the wall for support, Mike wrapped his other hand around the back of her neck, supporting her head but not forcing it as she bobbed her lips and he gently thrust to meet her advances. He knew there was a delicate balance in how far he could take things. He was in charge, but she could rip that power away in an instant, and had before, if he got carried away and out of hand.

Deciding she had him wet enough, Mike pulled back, El's tongue trailing behind as she reached for one last taste. Crawling down between her legs, Mike took hold of his cock and began to nudge gently at her folds. He could feel the heat rising from her pussy, still desperate for release after their last encounter with Max. He probed teasingly, El's hips rising to meet him as he carefully held himself just out of reach. Swiping along her lips one more time, Mike looked deep into El's eyes and leaned forward, sinking the full length of his cock into her tight cunt in one swift motion.

El let out a low moan, almost cumming right then as he filled her and began to thrust. She held his eyes, straining to focus as he pulled out slowly, and then slammed back deep, his pubis grinding against her clit each time.

"That was pretty hot, you know," Mike said in a low, deep voice. "You're pretty face, buried deep in your best friend's pussy."

"You liked that?" she asked, gasping between each thrust, "I thought you might. I have a secret. I liked it too."

Mike leaned down, taking hold of both her hands and bringing them above her head. Supporting himself with one hand, Mike pinned her wrists against the mattress with the other and leaned in close. His eyes just inches above hers, Mike watched the pleasure that streaked across her face each time he thrust his hips, heard the sharp intake of breath when he hit her core just right. He could tell she was already far along, but he wasn't through with her just yet.

Releasing her hands and sitting back, Mike pulled out.

"On your knees," he instructed.

El complied, getting on all fours, resting on her forearms, her face buried in a pillow. She gave her ass a seductive wiggle at Mike, and then gasped as he entered her again. Grabbing hold of her hips, he settled into a steady rhythm, thrusting deep, thrusting hard, pulling her hips back to meet him. Each thrust pulled a sound from her throat; a gasp, a moan, a squeal. She nearly spilled over when Mike wrapped one arm further around her waist, his fingers seeking out her clit. His other arm snaked its way up her torso, seeking out one perfect breast, squeezing gently, fingers toying with her firm nipple.

Normally Mike wasn't a fan of this position, wanting to keep his eyes on hers, reading her pleasure, guaging her reactions. When they made love, that connection meant everything to him. When he was fucking her, he could bend his own rules just a little, playing around with a few more positions. He would still be watching her when she came, though, that was something he refused to do without. For now, Mike continued to pound away at El's soaked pussy as she ground her face hard into the pillow, barely muffling the sounds of pleasure escaping her throat.

"Mike," El squeaked. "Mike, I'm close."

"Not yet El," Mike chastised softly. "You have to hold on, until I'm there too."

"Please," she said sweetly, panting hard.

"No El, you know the rules."

El groaned, grinding her hips back hard against Mike. She knew she could cum if she had too, Mike wouldn't be mad or anything, but it was all part of the dance. He was in charge, he would tell her when she could cum, and she would do everything in her power to hold on until then. Mike pulled out, giving her a moment of respite, and guided her onto her back again. He grabbed her knees, pushing them up and to the sides of her chest and held them there until El took hold. Spread wide for him, Mike entered her deeper than she thought possible, filling her, a shudder running down her spine as she desperately held herself back. Mike worked over her nipples with one hand, another teasing at her clit. He pounded away at her pussy, rapidly sprinting toward his own finish.

El was riding on the edge, her pussy dripping around Mike's cock. No longer muffled by the pillow, her pleasured cries echoed throughout the room and she knew she couldn't hold much longer.

"I'm right there El." Mike breathed. "Do you want to cum?"

"Yes," she moaned.

"Tell me. Tell me you want to come."

"Please Mike. Please let me come." El whispered, her voice breaking.

Mike looked down at El, at her pleading eyes, and gave a gentle nod. El came hard, a deep moan rising in her throat, quickly growing to a scream as her pussy pulsed around his cock. Her back arched, nearly to the breaking point, as she rose up to meet him. Mike continued his assault on her clit, electric tingles running from her toes to her hair.

"Mike," she cried out, "Mike. So good. Slow...too much."

Mike came hard himself, wave after wave of hot cum filling her pussy, mixing with her juices. The feel of his climax, flooding her cunt, sent El over again, her whole body shaking.

"Miiiiikkeee..." she squealed, her pussy squirting, drenching them both.

Falling to her side and wrapping his arms tight around her, Mike's mouth found its way back to El's, their lips meeting with a deep longing. Their skin was hot to the touch beneath exploring fingers as they held each other. Slowly they came back down from the high, their bodies nestling together, El's head on Mike's chest.

"Thank you," she whispered. "I really needed that."

"You're welcome, El. Any time."

On the other side of the wall, Max's fingers were working furiously between her legs. She couldn't believe she even had it in her to cum again, but the intense sounds coming from the next room had gotten her going all over again. Two fingers were buried deep in her pussy, her other hand working over her clit, teasing hard. El's squeals were still ringing in her ears as Max orgasmed, moaning into her pillow as she pictured the couple in the next door. She was now entirely spent, drifting back to sleep moments before Mike and El slipped back into the room, curling up on either side of their friend. They would eventually have to get cleaned up, but they were in desperate need of a nap first.

"I love you Mike." El whispered, leaning across Max to press her lips to his one more time.

"I love you too, El. Today, tomorrow, and always"

With that, they drifted off, a tangled trio of lovers.