Friendzoned

I pulled up to Elizabeth's apartment just as the sun was going down. It had been a long tradition for the two of us to have movie night every Saturday night at one of our apartments. This week we were having move night at her place. It had always been one of the highlights of my week. Spending time with the girl I liked, curled up on the couch together, sharing a bowl of snacks. It was times like those that I wondered if Elizabeth felt the same way about me, but I was always too nervous about ruining our friendship to say anything.

I stepped out of the car. and walked in the door. I went up the stairs to her apartment on the second floor. Approaching her door, I knocked and waited for her to answer. We'd been doing this so long that typically she'd have the door unlocked before I got here and would tell me to just come in, but I still always knocked out of courtesy.

I waited outside the door a little longer but there was no response from Elizabeth. I listened closely and heard some noise coming from the other side of the door. There was music playing and something else was making noise too, but it was being drowned out by the music so I couldn't tell what it was. I figured the music was just too loud to hear me knock and she'd always told me to just walk in anyway so I grabbed the handle and opened the door.

I stood in the doorway and my jaw nearly hit the floor. Elizabeth was laying on her back on the couch, completely naked with her legs on some guy's shoulders as he drilled her pussy.

"Oh fuck!" Elizabeth exclaimed as the guy kept fucking her, but the guy didn't stop pounding into her. If anything, he seemed to thrust even harder.

She wrapped her legs around the guy's waist, pulling him deeper inside her as she moaned loudly. Her huge tits bounced with each powerful thrust. "Mmm yeah baby, don't stop! Make me cum!" The wet slapping sounds of skin against skin filled the room along with Elizabeth's wanton moans. "Fuck yes! Your dick feels so fucking good!"

I stood there unable to look away. Even though she'd told me about the guys she had fucked before, I'd never seen her in the act before. Part of me wanted to just turn around and leave before they noticed me, but I couldn't lie, part of me was also getting turned on seeing Elizabeth like this. I could feel my dick growing more erect with every second that passed.

"Oh fuck! I'm gonna cum!" Elizabeth yelled out. Hearing this, the guy leaned forward, practically bending her in half and started pounding her even faster. He placed his mouth on her tit and started sucking her nipple. Just then, she threw her head back and screamed as the orgasm overtook her. Her eyes rolled back in her head and her legs shook around the guy's shoulders as the orgasmic bliss overtook her.

The guy thrust into her a few more times after her orgasm ended then quickly pulled out and got on top of her. He grabbed Elizabeth's head and shoved his dick in her mouth. She excitedly gave him a quick blowjob, working her tongue on his dick like magic. After a minute of this, he pulled out of the redhead's mouth as ropes of cum shot out of his dick. Rope after rope hit Elizabeth, covering her face, shooting into her open mouth, dripping down onto her amazing tits. After he was done covering her in his load, Elizabeth licked his dick and put his cock back in her mouth, sucking out every drop. When she was done, she flopped down on her back.

I couldn't believe what I just saw. My best friend, the girl that I couldn't stop thinking, had just gotten railed right in front of me.