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"Aaaaahhhhh… oh, shit… oh… ooohhhh!" she cried as her pussy twitched in wild spasms of pleasure. She opened her eyes and gasped at the sight of her cunt stretched to the point of tearing, the lips a bright red color, wrapped tightly around the base of Rex's shaft.

The erotic sight was soon blocked from her view by another erotic image. May climbed up onto the couch and straddled Kate's reclining head. Her pussy was less than a foot from Kate's face. Kate groaned deeply at the combined sensations of deep cuntal penetration and lesbian desire. She grabbed for May's hips and pulled her dripping, hot cunt to her mouth, burying her face in the inflamed flesh, lapping and sucking and biting wildly.

"Aaaahhhh… suck it… suck it!" May cried as she let herself be pulled down on top of Kate's face. "Fuck her, Rex! She's going crazy on my cunt. Fuck her. Fuck her hard!" Rex began a slow steady rhythm in Kate's tight pussy as he gazed excitedly at the sexy teenager devouring May's cunt. He stroked deeply and smoothly, loving the gripping spasms of her almost virgin hole. They all three shook and writhed with their own intermingled lusts and pleasures, each feeding off the other as their excitement and frenzy grew and grew.

They continued on bucking and twisting and groaning as they enjoyed each other's body. They had gone on for far longer than any of them realized, totally oblivious to time, when Jon entered through the unlocked door.

"Holy shit!"

Only Rex even bothered to turn his attention to the newcomer. "Come on in… come on… here she is," he gasped, critically close to shooting his wad into Kate's convulsing pussy.

"Goddamn!" Jon exclaimed as he stumbled over to the three lovers, tugging at his clothes and already getting a terrific hard-on. He stood to the side of the three wildly straining bodies and watched with excitement as he removed the rest of his clothes. He could tell that they were all three on the brink of orgasm, and he felt his own excitement growing with theirs.

Kate felt the heat of her loins melt to pure sexual honey around Rex's deeply probing cock. She mouthed May's cunt wildly and hungrily, driving on to more and more frenzied and delirious actions by May's gasping and bawling. She could feel May coming, the heat and throbbing of her greatly enlarged clit increasing magnificently in her mouth. It was pure ecstasy. She felt like she was coming in her cunt and in her mouth at the same time.

"Aaaaaggghhh… suck… suck it… aaaahhhh!" May screamed with delirious delight as her orgasm shook her body.

"Aaaawwww… I'm gonna come in you, baby!" Rex groaned in a deep sexual growl as he felt himself beginning to spurt and spew his hot jism, his cock-head buried as deep as it would go inside her tight little cunt.

Jon's excitement grew almost uncontrollable as he watched the three entangled lovers bucking and shouting and convulsing as they all three were over-powered by tremendous waves of orgasm. He gazed intently at Kate in particular as the massive group climax dwindled and May climbed off of Kate's wet, flushed face, leaving her glistening and gasping and dazed. Rex withdrew his shining prick from her ragged pink hole and Jon saw thick drops of cum oozing out of her gaping pussy.

"Mmmmmmmm, that was good, baby," May moaned, sliding down to the floor in front of Kate. "Didn't you just love that big cock?" she asked as she pressed her mouth to Kate's ravaged cunt and began to devour the cum that was leaking from deep inside her.

"You're next, buddy," Rex said weakly. He was sprawled on the thick carpet, resting from the draining power of his orgasm. "And she is really one tight piece of ass!"

"Just a second," May said, lifting her head momentarily from between the thighs of the dazed, panting Kate. She plunged her tongue deeply into Kate's hole, trying to suck in every drop of Rex's jism that had flooded her pussy. She held the lips of the tender, teenage cunt-lips apart and pressed her open mouth against her open pussy-mouth, sucking hard to extract every drop of jism.

"Okay, she's all yours," May said, licking her lips hungrily. She grabbed Jon by the hand and pulled him down to the couch, his angry cock sticking straight up and ready for action. Kate's desire had been reawakened by May's avid tonguing of her pussy and she responded immediately to May's instruction to mount Jon's hard prick. She climbed on top of his lap, her thighs straddling him and her firm young teenage tits staring him right in the face.

"Uuummmm, more cock. I love it!" she said as she lowered her hips until her spread cunt touched the head of his cock.

"Oooh, you're hot!" Jon said. "Come on, Kate! Drop your ass right down on me! Let me really feel what it's like in there!"

Kate lowered her hips swiftly, sending Jon's hard prick right to the center of her womb. "Aaaahhhhh," she sighed, regaining for a second time that feeling of a long, solid cock filling her young cunt! "Mmmmmmmmm… I love it… I love your cock!"

May, who had been attending to Rex's cum-covered prick, turned her attention to the two lovers. "That's right, baby! Take it all in!" she yelled, turned on at the sight of Kate's wriggling and squirming hips, impaled on Jon's erect cock. "Lean forward, honey," she instructed. "Push your tits against his chest." Kate complied rubbing her tits and hard, hot nipples against Jon's chest, their mouths meeting in a wild, passionate kiss. "Now spread her ass-cheeks apart, Jon," May ordered, gazing lustfully at Kate's tight ass bobbing up and down on Jon's prick. Jon grabbed a firm young cheek in each hand and pulled the two white buns of her ass apart to expose her pink, wrinkled asshole with its light surrounding fringe of red hair.

"There it is, baby," May said, turning toward Rex. "There's that crazy asshole of hers that I told you about. Looks nice, doesn't it?" As if to prove her point, she knelt between Jon's legs and dipped her head down between Kate's spread cheeks. She flicked her hot tongue out at the puckered hole, tantalizing it with the tip of her tongue and nipping at it with her lips. She pressed her tongue into the very center of the tightly clenched hole as Rex watched and easily penetrated the seeming tightness.

"Goddam! You're right, it loosens up just like that," Rex said, amazed at the depth to which May had sunk her tongue into Kate's rosy asshole. "Move over, baby. I've gotta get me some of that!"

Kate had been oblivious to their voices, aware only of the nice, long cock inside her pussy and the probing, snaking tongue inside her asshole. She didn't expect the sudden pressure of a much larger object against her sensitive but resilient shit-hole. At first it was just an added thrill to the pleasure she was already experiencing in her cunt. Then she felt her asshole being forced open wider and wider until she screamed out in pain.

"Ooohhhh… it's tooo big… it hurts!" she cried, aware suddenly of the fact that it was Rex behind her, trying to spear her tender anus with his massive cock. "Aaahhh… aaaahhhh," she sighed as she resigned herself to her fate, being held tightly in place by both strong men. It was so tight. She didn't know if she could take it. But it was going in… she could feel it… slowly pushing in deeper… deeper…

"Aaaaahhhhhheeeeeeaaaaa!" she screamed. "Shove it… push it… fuck it!" She felt the tremendous release of her asshole relaxing to receive the massive cock, the incredible feeling of her bowels being filled with hot, huge cock. The cock in her cunt was being squeezed even tighter by the ass-fucking. It was too much. She felt herself almost blacking out from the intensity of the crazy, gripping sexual pleasure.

May looked on with excitement of her own. She was amazed at how passionately intense the young girl was. She was amazed at how turned-on it made her to watch Kate being fucked that way, too. She grabbed the big dildo from its hiding place and began fucking herself savagely. Kate's burning, stretching, oozing pussy and asshole drove all four of them on and on into sexual delirium!