Let Sarah watch Andi get you off.

"I'm game," you say quietly. Sarah smiles and gets up.

"We'll go to my room; Kelly usually takes a shower right after her workout, so if she comes in she won't notice we're all in there." Nodding, Andi follows behind you as you head into Sarah's room.

Sarah locks the door and pulls the chair from her desk. She leans back, and you watch her fingers lightly run around her nipples. Andi, looking rather shy, pulls you down to a sitting position on the bed, pulling your pants down. Your erection bounces in your boxers, and Andi looks up at you with a questioning glance. She shakes her head softly and pulls your boxers down before you can ask a question. Sarah's eyes are glued to your cock, and you and your voyeur watch Andi's small hand stroke it softly from the head to the root. Andi's mouth descends, but before it makes contact with your throbbing dick, Sarah interrupts.

"Any chance you'll do him topless?" Andi looks shocked, but slowly peels off her sweatshirt, leaving her very revealing tank top. "Will it help if I take off my shirt?" Sarah asks quickly. She peels off the v-neck, revealing two very healthy breasts, standing high and firm on her chest. Sarah's fingers immediately pull at her nipples, and both you and Andi watch, entranced by this gorgeous woman's movements. "Do yours, Andi," she urges. Andi slowly pulls the tank top over her head, letting her two massive breasts fall free from their confines. "I wish I had tits like those, Andi," Sarah breathes.

Andi, unsure of how to respond, looks back at your dick. "Suck him," Sarah says softly. Andi's face slowly descends, and you feel her tongue lap carefully at the head of your dick. Her eyes often flash to yours, and she slowly inhales the head of your dick, still using her tongue to lap the ridge beneath the head. Andi pulls off to lick your entire dick slowly, then immediately puts her mouth onto the head, slowly sucking on it. You slowly stroke Andi's hair as her mouth begins its pleasure building moment. Then, Andi slowly inhales more, going down to the first third of your dick.

"Wow." Sarah's voice breaks the silence and Andi slowly pulls back up and off, licking at the head again. Sarah's hands are all over her own breasts, twisting the nipples slightly. You look back down at Andi, who is concentrating on your dick more than anything else. She takes half of you into her mouth with one motion, pulling back up, then going farther. Sarah scoots closer, watching Andi's head with interest. You continue to stroke Andi's hair as she draws her mouth closer and closer to the root of your dick. All the while the pace has increased, and Andi's object here, you realize, is not to give you pleasure, but to get this ordeal over with. Finally, Andi buries her head in your crotch, your dick down her throat as she pulls away and begins beating you off into her mouth. You feel her tongue start lapping the head of your cock, and almost instantly you start to feel the cum in your dick.

"Let him cum on your face again," Sarah offers. Andi pulls off of you and points your dick at her face, beating you off with the added sound effects of a saliva-covered dick. Sarah is very close to both of you, and you watch in shock as Sarah gently gropes Andi's tit, tugging at her nipple. Andi turns to Sarah with a look of shock, and at that moment, you cum. The right side of Andi's face catches a large jet of sperm just as Sarah gropes Andi's other tit, kneading them both with eager hands. Andi, still too surprised to turn, gets a load of cum in her hair and on her neck, while the rest dribbles around her hand and your cock.

"Pretty as a picture," Sarah says, smiling as Andi pulls the last splashes of cum from your dick. "You give one hell of a blowjob, girl. And with these gorgeous tits to boot."