There is this girl in my organic chemistry class named Courtney. Her legs are muscular, her breasts are about a 36D if my eyes are telling the truth, and she is about 5 foot 6. Her hair is blonde and her eyes are green. She likes to wear loose comfortable clothes, but on days when she is trying to make her boyfriend happy, she wears a tight top. I have talked to her some in classes, about her boyfriend. His name is Charlie and he is fairly good looking for a guy. The first time I ever talked to Courtney she was looking sad, and wearing a tight shirt with a push-up bra. Judging from past encounters, I could tell she had a fight with her boyfriend. “Hey your name is Courtney right?” I asked her. “Yea” she said un-enthusiastically. “I’m Stephanie. I couldn’t help but notice you look upset. What’s the matter?” Courtney responded “Well it’s nothing really… I just… I think my boyfriend has a crush on another girl and I’m getting a little jealous… I hate wearing these tight clothes that make me look slutty, but I have to get his attention somehow.” “Well you look great, and not too slutty. He is lucky to have you and if he knows what’s best he would keep his eyes on the prize… you” I said back. She smiled and thanked me. I could tell she was a lot happier that I said something. Ever since then we have sat next to each other in organic chemistry. We have become decent friends and text occasionally, usually about homework or questions about class. Oh just in case you were wondering she let me know her boyfriend couldn’t take his eyes of her that first day. Neither could I. Yesterday I knew something was up. I walked into our lecture hall and noticed Courtney had her hair curled and a good deal of make up on. She had on dark red lip stick and was wearing a red crop top that was too tight for her chest. On top of that I could tell her breasts were pushed together more than ever before. The skirt she was wearing was tight at the top, and was hugging just beneath her hips. I could see a slight “V” line on her lower stomach, I could tell she was fit. It was a short blue skirt that flowered out around her mid-thigh. By the time I sat down I could feel my cunt swelling at the sight of her. “Charlie?” I said. “Yea.” Courtney replied. “What happened this time?” I asked. “I caught him kissing another girl at the Pike party last night… I can’t believe he even goes to those. Why can’t I be good enough for him?” she asked. “Babe look at me.” I said. “Any guy would be lucky to have you. You have a killer body and a beautiful face. We will get you a better guy.” “Thanks Steph, I really just want to find a good guy who just wants me for who I am.” After class she asks me to study with her in her room, which we do somewhat frequently. Once we got to her room she set her stuff down and sat down on her bed. I sat next to her and started to scratch her back. I could tell that it would be a while before we started studying. She starts to cry a little bit and I put my arms underneath her breasts and hug her. She doesn’t think anything of it but my pussy starts to get pretty wet. I look her in the eyes and kiss her on the lips. I closed my eyes for the kiss but I think she kept hers open. She asks me “What are you doing?” I kiss her once more, this time I hold it for a bit longer. She looks at me deep in my eyes, unsure about the emotions she is feeling. I kiss her once again and this time push my tongue into her mouth. She takes it well and starts to kiss me back. She wraps her hands around me and embraces me as we make out. I get on top of her and start to squeeze her breasts. They are so constrained by her tight push up bra that they are hard to move. My tiny hand can barely get a grip around her massive boobs. I take off her crop top and unclasp her bra. I take it off and her boobs spread out. Her nipples are small and hard. She is now under me with only her skirt on. I start to suck on her breasts and she keeps her hands on my skinny waist. She makes an odd face and says “Steph I don’t know about this” and softly pushes me away. I take my hands away from her breasts and put them on her legs. I slide on hand under her skirt and massage her clitoris. She moans quietly and I can tell that she likes the pleasure I am giving her. I take off her thong and start to finger her gently. She asks me to take off my shirt, so I do. I am wearing short denim shorts and a red bra. She unclasps my bra easily. My breasts relax. To many people my breasts look big. I have been complimented by many boys for their size, but compared to hers, they are tiny. I lay down on top of her and press my boobs against hers. I kiss her on the lips and our legs tangle. I lay down beside her and pull her on top of me. She is much stronger than I am and pushes my hands together behind my head. Her tits are moving slowly up and down as she gently leans down to my face. She lets her right nipple fall into my mouth and I start to suck it. She slowly starts to move her ass up my body until she is sitting on my face. I start to lick her pussy, and her taste is strong and good. She is very wet, my face is a mess. She turns around, still sitting on my face. She spreads my legs with her hands. It is very hard for me to breath, but this is exactly what I wanted. I can feel her breasts push against my lower stomach as she starts to lick my pussy. She has never tasted a woman before, and backs away after one taste. She goes back for a second try and seems to be able to handle it. Just as she starts to get moan and approach orgasm, Charlie knocks on the door. “Hey Courtney I’m really sorry about last night, she came on to me and I was a little drunk… please let me in.” She gets off the bed and looks at me, mouthing “What do I do?!” I hear the door knob start to jiggle so I throw myself under the covers and she hides behind the door. Charlie sees a tiny bit of Courtney and sees that she is only wearing a skirt. “Woah Court…” Charlie says as he closes the door and grabs hold of Courtney. He starts to kiss her and feel her ass. He slides her skirt down all the way and quickly takes all of his clothes off. He pulls the covers back and invites her in. To his surprise there I am. Completely naked under her covers. He stands up out of bed with his cock erect. I’m not sure how long it is but it seems long. I have never seen a dick in person before. Before he could say anything Courtney says “We were just playing around… nothing serious I promise.” Charlie responds, “You… and her?” he looks at both of us and grabs Courtney once again. He throws her on top of me, and it hurts a little bit. Courtney is on top of me and her tits are hanging right over my head. She is on her knees and her ass is out just waiting for something to happen. Charlie gets on the bed and put himself inside her. He goes all the way in and she moans. I grab Courtney’s face and start to kiss her as she relaxes her body and our breasts push together. I can her Charlie’s body slap against Courtney’s, her body is moving intensely on top of mine. I feel a weird push in my body and realize Charlie’s cock is entering me. I move back but he pulls me closer. His cock hurts me bad, I am too small and there is about half an inch of his cock that doesn’t fit inside of me. He starts for fuck me fast and my breasts are bouncing back and forth. I can’t help but moan. Courtney rearranges herself and sits on my face once again. I start to lose control of what is happening so I just play along. I lick her pussy as her fluids drop all over my face. She grabs my tits and squeezes as hard as she can. It hurts really badly but after a few second I hear a scream and Courtney squirts all over my face. I have never tasted anything so good. Charlie seems to be close to orgasming and he gets out of me. He lays down on the bed and forcefully pushes me on top of him. I sit down on his cock and grimace in pain as it stabs the back wall of my pussy. Courtney sits on Charlie’s abdomen and faces me. She grabs my boobs and I grab hers. We start to kiss as I ride Charlie’s large cock. I can feel it pulsing inside of me. I felt the sensation to pee, I had never had this while having sex before. I explain what is happening and jump off of Charlie. Courtney grabs me from behind and pushes me against the bed. I lean over and she plunges her tongue into my wet pussy. The feeling builds and builds until I squirt all over her face. My body is shaking and my pussy is quivering. That was the best feeling I had ever experienced. I fall to my knees next to Courtney. I thought it was over but Charlie slid off the bed and thrusted his cock into Courtney’s mouth. She squeezes her left tit and puts her right hand on his cock. She seems to know how to suck a good cock. I watch her hair move back and forth as she sucks his cock. She starts to choke and he pulls out of her. Thinking quickly I spit between my large tits and grab his cock. I put it between my tits and move up and down as fast as I can. He splurges all over my tits and groans with pleasure. My tits are covered in his cum and I don’t know what to do. Courtney comes over to me and grabs my boobs and starts to lick the cum off of them. After she cleans me up Courtney and I lay down in her bed. Charlie gets up to go to the restroom while we relax. I close my eyes, resting my head on Courtney’s big tits. I gently fall asleep to her heartbeat before having to worry about the next day of school.