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I met Denna (not the real name) at the beach and even though she had gone to the same high school I never had seen her before. She was with two girlfriends and I was attracted to her simply because she was so shy. I was 19 and she was 18, just finished high school and I had begun jr. college. Anyway, we began dating and although she would do some really great kissing she let me know that that was as far as we would go at least for a while. Speaking to a couple of her friends I found out that I was only the second guy she had dated. Denna was petite, maybe a 100 or 110 lbs and 5'5", a nice firm little body and 34B bra (I found out later). It all really began one night at the movies (drive in) when we doubled with a girlfriend of hers and a friend of mine that had taken a liking to each other. Joy (not her name) and Jim were always getting really hot in the back seat, and he had told me that he had made it all the way twice with her. If you pushed the right buttons she simply went wild and loved, he said, To ride on top. Joy wore tight mini-skirts and usually I got a glance at her panties, usually lacy and black or dark blue. She had a nice full figure but not fat in any way, about 38D or so. ONce I caught a peek at her titties as Jim dove between them and she had large dark nittples. Well, we went to the drive in one night and Denna and I were kissing in the front seat and we both usually got fairly hot but she would stop before we got too serious. We boht heard Jim and Joy in the back of the van and knew they were really getting hotter by the second. Well, the back of the van began bouncing and I knew that they had mounted and she was riding him. Suddenly Denna whispered in my ear, "my god look." I glanced over the seat and Joy was on top, her mini-skirt around her waist and her panties pulled to the side and Jim deep in her pussy. I had not realized that he was so well equiped, he was at least 8 inches and very thick and Joy was moaning for all she was worth encouraging him to let her really ride him. He was of course having a wonderful time letting her have her way. I turned back to the front but Denna could not take her eyes off the show in the back, then again, "Oh my god, look, what is that?" She gasped. I looked and cum was exploding into Joy and then running down Jim's shaft as she filled with his juices. She collapsed on him and he remained hard. Stirring she sat up and sank it deep in her again and repeated the ride she had just had. after the second explosion she collapsed again this time allowing him to slip out of her, they were both with their bottoms towards us and cum was dripping out of her and off of him. Denna could not stop watching and I was not looking away any longer, but was also hard as a rock. Joy slipped off him and to her knees and began sucking him slowly as Denna gasped again and again. Another load went into her, this time her mouth and she swallowed as much as she could, then they both sat up not bothering to adjust their clothes. Deanna turned around and sat there not saying anything but was tremboling. Soon Joy adjusted herself and asked Denna to go to the ladies room with her and they left. JIm and I stayed behind and talked about the incrediable sight we had just been given by him and Joy. The girls were gone a while and when they came back they were laughing and Denna got in and got close to me, hugging me tight. Joy got in the back with Jim kissing him and taking his toy out again to massage. It was then I noticed Denna had no bra anymore and her blouse was unbottoned two buttons lower than normal. We began kissing and when I went to her neck she began moving my face lower whereas before if I tried to go lower she stopped me. He rhand went to my thigh and moved higher than normal until it was an inch from touching the toy she had never before seen. Her other hand was slowly moving my head further towards he chest and she did not object as I unbuttoned more buttons until they were all undone. I had never seen her evn part naked before and she had the fullest small titties I had seen, given I had not seen many. But she had nice puffy nipples that were now seeming to push out further each second. Finally as she moved my haed I licked one and she moaned, and a "yes" escaped her lips. I began sucking one then the other and her hips took a life of their own and she was moving in the seat her legs going together and apart as if she were massaging her clit. I looked in the mirror and Joy and Jim were both naked she on his toy watching us, smiling as they saw Denna give in to her long hidden desires. THen her hand found my cock, she pulled away at first then slowly found it again. my god it is big she said. Thanks okay I told her...be careful it will squirt you I told her. She moved around so that she was laying across my lap, her arms around my neck and her blouse fully open, suck them please, that felt so good. I did and she leaned back to give me full access to her titties as she moaned and Jim and Joy watched from the back seat. My hands wandered to her shorts and found their way into the elastic waist band. AS I moved in to her shorts she moved against my hand. As I found the top her her mound with the light fuzz of brown hair she moaned again, oh Yes, it is okay, if you want to. I did and my fingers found her swollen lips wet and waiting for me. She spread her legs slowly and my fingers seperated her lips as I slide up and down the crack and found her clit that had really become engourged. Each time I touched it she jumped and squirmed. The she raised her hips and said, Take them off, and the panties too. I did as she said and she was there only her blouse on her unbuttoned and open. I gazed at her lovely body for the first time and was amazed at the sight, her puffie nipples hard as rocks. Her eyes were glassed over and she was in another world. Then I laid down so I could kiss her hips and thighs and then found her clit as she moaned and her hips jerked as I licked it, sucked and then licked again. Then suddenly her hips pushed against my face, her pussy squirting my face and soaking it. She rode my mouth for a few more spasims and then laid there weak. Oh that was wonderful she moaned as I looked up to see Jim and Joy watching over the seat. Now her hands found my belt and zipper and they came down freeing my hard cock. Her face was next to it and her warm breath washed over it. Then Joy said, Go ahed, do like I told you. He will love it. and then her virgin mouth wrapped around the head making me surge and pulse. Denna I warned her. I have been very close for over and hour be careful. I will she said and went back to her licking and sucking. THen suddenly with almost no warning I was cumming and she was keeping up as much as she could swallowing it all. She gagged a couple times but most of it went down and at the same time her pussy sprayed my hands that were playing with it. She had two orgasms as I came in her mouth. Then she sat up and kissed me. "That was increditable she moaned. Yes it was, very I moaned back. Her hands found my cock again and began massaging it. Make it hard again, like it was before as she played and licked. It did and then she shocked me. Move over here she said as she moved and I slide over to the passenger side of the front seat so there was nothing in the way. Then she spread mer legs across my lap and sat down with my cock rubbing her mound. MMMm... that feels good she said as Joy was coaching her. Is it good and wet Joy said, Yes Denna panted, then when you are ready get on top of it and let it slide in a little at a time. It will hurt but it will be grat when you break the cherry, Joy told her. Oh yes, it feels sooo good Denna moaned again. The had was in now and it was swelling. Oh it is so big Denna said. That is okay Joy told her, a little at a time. and Denna sank lower then she stopped, Oh it really hurts she moaned. Joy told her, that is it, you have to push past it. Oh Okay she moaned. She rode up and down a little again and then Joy's hands reached around me and pushed her down all the way opn her shoulders. Denna gasped and cried out in pain. I had burst her cherry and now the shaft was buried all the way in her. She laid on my chest for a long while then began to move slowly, up and won then she was moaning again, moveing her hips. Oh yes she began saying, mmmm, of that is so good she kept saying. Joy and Jim were now also moving about, she obviously impaled on him and watching us. NOw denna was riding faster, oh that is so hot she kept saying as I took her nipples ands sucked them soft then harder...Her orgasm exploded soaking my lap and the seat under us. She collapsed on me and we kissed as Joy and Jim followed their wave of passion n the back seat. Denna slide off my lap and laid with her back against the opther side of the front seat, can you lick me again please she said, moving her hands around her body. I laid forward and began eating her soaking pussy. For at least another hour I was buried in her pussy with my tongue or my cock, and half hour after the movie was all dressed and left and drove to the beach. We got home latter than planned. That was the most incrediable night of my life even to this day.