Rachel fucks you while Sarah watches

Rachel pushes on your chest, and you take the hint to lie back on the bench. Sarah stands up and sits above your head, her legs straddling the bench. You look back at Rachel as she starts climbing up the bench over your body. Her tits jiggle slightly with her movement. You are entranced. She nestles her groin over yours and wiggles her hips to wedge your cock in her deep pussy folds. The erotic display gets you back to full stiffness. As she leans forward toward your head, she slips a hand between you and prods your cock head into her dripping wet cunt. Her mouth envelopes yours, and her deft tongue dips between your lips to cavort with your tongue. You hear a groan above you and glance over your head to see Sarah's fingers sliding in and out of her pussy lips, inches from your eyes. She is really getting off on seeing Rachel get ready to fuck you.

Your attention is torn back to Rachel as she pushes down to thrust your cock deep into her cunt. She moans into your mouth, breaks the kiss, and groans, "Oh, yes. You feel so good!" She begins to rock up and down quickly, fucking your cock relentlessly. You can hear Sarah moaning above your head, but remain focused on Rachel; you reach up and grope her tits, rolling her nipples in your fingers. Since you just came, you let her set the pace.

Rachel is bouncing pretty fast, and her tits are jiggling wonderfully in your hands. "Oh, my God! Jesus! Fuck me! Your cock is so good!" she exclaims, her face overwhelmed in the pleasure. Sarah's breath is coming out in pants with an 'uh!' each time. You steal a glance back at her and see her fingers surging in and out of her pussy. You can see her lubrication leaking out around them. Up higher, her other hand is mauling her breast, pulling the nipple way out from the tit flesh.

Rachel sounds like she's about to come, and you look back just in time to get a tongue in your mouth. She kisses you hard, moaning into your mouth. You thrust your hips up as she comes down, and the slap-slap-slap of your bodies gets louder.

Suddenly, a loud, low pitched roar comes from Rachel as she breaks the kiss to climax. You can feel her pussy walls massaging your cock fervently. Your eyes roll up in your head, and your cock explodes inside her, pulsing out your orgasm and cum. The noise must be triggering Sarah because her voice reaches a high register behind you.

Rachel's body undulates above you, quivering and shaking in time with her climax. A particularly hard squeeze of her pussy brings a deep groan from your throat as the last of your spunk fills her cunt. Your muscle tension fails, and you slump back into the bench, with Rachel quickly collapsing on top of you. Your wonderfully tortured member slips from her weeping slit. The only sound in the locker room is three sets of gasping lungs.

Rachel is the first to recover and says, "If I'd known you were watching me, I'd have joined you sooner."

"Well, I'm glad Sarah couldn't control her voice when she came, so you did notice."

"And I've been watching you every chance I get. You are so beautiful when you pleasure yourself in the shower," remarks Sarah.

"Well, I've got a class to get to, so ..." says Rachel as she slides off your body to get dress. "And the next class will be in here in ... three minutes. You guys better get going too."

You stand and give her a kiss, tweaking her nipple and making her squeak. Sarah is next, and their kiss is full of tongue. She then turns to you, flicking your limp cock before kissing you hard. Her tongue promises more. Then the three of you all get dressed and head out of the locker room, just as the next class starts coming in. The incoming girls look at you oddly.