The following events happened 2 years ago when I was 24. John, Paul, & George are all friends from childhood and I know them through Paul who I went to university with. John started dating Katy in Senior year when I was 22. Paul and I were also dating other girls at the time this happened. Katy is about 5'10/140 with short dark hair and perfect B cup tits, she's not a knockout by any means but she's definately captured our hearts! That summer Katy's friend Dana had come to visit for the summer from out west and was staying at John & Katy's house. When I first met Dana there was incredible sexual tension between us, we both gave each other a huge grin before we knew each others names. Dana is a around 5'8/135 with long black hair, soft milky skin and big soft D cup tits that hang perfectly unsupported. She started dating George soon after she arrived for the summer. Around midsummer, John & Katy had a bunch of friends over to their house for a summer party. On this particular night John was passed out drunk by 11pm and a big lot was getting ready to leave to go to the bar that night. Somehow myself, Paul, Katy & Dana ended up in their jacuzzi at this point, casually in our underwear. We were pretty drunk too. We were all joking about having an orgy and cheating on our respective other halves. During this conversation Dana's hand inadvertently brushed the front of my jockey's underwater and felt the semi hard cock pushing back underneath. She looked at me with the most wide open mouth and surprised look I've ever seen from her. I must have looked back with embarressment as that's how I felt. But she took it like a champ and slipped her hand under my waistband and rubbed the head of my cock with her fingers smiling at me, unbeknownst to Paul and Katy (who were cuddling at this point). This was the first time for sexual contact between Dana and I, We ended up shagging later that summer after she and George broke up. But George knocked before leaving for the bar and was pretty pissed that his gf of a couple of months was in her underwear in the jacuzzi with us. He took her with him ending that party. So the three of us, Paul, Katy & I, were left in the washroom, and Paul and I were lightly flirting with Katy as we usually do. She's always had a thing for the two of us so we were playing on it a bit as she was quite intoxicated. Eventually Paul asked her to show us her tits. She's normally reserved, but really open with us when she's drunk. so she refused, whining at first, but shortly after took her shoulder straps down and showed us her soft breasts taking her time and looking us both in the eyes one at a time. She covered herself up again quickly blushing, sensing her sudden shyness we both told her how nice they are. She was convinced that we were just saying that. I told Katy that I liked her just as much as I know she does I and would do everything to her if I had the chance, Paul agreed and soon we we're talking about a 3some. Jokingly at first but somewhere along the line I mentioned that it "would be really good" as Paul and I were not rookies. Katy turned to me and said "how do we get this started then?" looking me dead in the eyes... There was a split second of silence then We both blushed and laughed but when she looked away i put my lips against hers kissing her softly and moved in closer. Paul was staring in disbelief as I continued kissing Katy, her hand went straight to my crotch and mine to hers. Katy rubbed my swollen member under the water as Paul joined in and undid her bra. As I pulled away from the kiss she went to cover her breasts but immediately Paul moved in to suckle her wet tits. Her nipples were already pointing straight out from showing us earlier. I stood up with Katy's hand still on my jockeys and pulled them down slowly so she could feel my uncovered rod. She immediately looked up in anticipation of finally seeing my cock. She wrapped her hand around my now bare cock and without hesitation my hips moved forward and her mouth opened. My uncircumcised penis was glistening with anticipation despite being in the jacuzzi, she tasted it immediately and didn't look away from my eyes for the entire time she was sucking me. She couldn't stop herself from grinning stupidly when she did take her mouth off. It was the hottest experience having my buddies gf suck on my member, a girl who I'd never thought of sexually until this point. Paul had Katy's panties pulled to the side and was busy fingering her pussy by the time I looked away from her pretty eyes again. You could tell she was utterly ready to be taken as she was quivering, her knees knocking together as Paul moved from her pussy. This was cleary the most sexual thing she'd ever done. She stood up after letting my cock fall out of her mouth and grabbed hold of Paul's squeezing it hard. I layed her down on the tile edge of the jacuzzi and held her legs spread while she was stroking Paul's cock and positioned myself to enter. I asked Katy if she had a condom around to which she replied "do we need one?" I took my cock in hand and placed the swollen head which was leaking again, against her incredibly wet opening. It slipped past her lips like butter and I buried it in the softest, wettest and most turned on pussy I've ever had. Katy was moaning soft "oh's" with every penetration before she turned her head and swallowed Paul's pole. We continued our sex switching positions to doggie and then Katy on top, taking turns with her pussy and mouth for the next hour. Exhausted and with our bodies hurting from the hard surfaces Katy led us upstairs, holding both our hands, to the guest bedroom adjacent to where John was passed out. She led us in quietly and turned to close the door. Without saying a word she went to the far side of the bed and lay down spreading her legs. Paul and I needed no further invitation as we took turns mounting her in missionary position. I went first climbing on top of Katy and wasted no time inserting my raging erection into her willing pussy. Katy was laying on her back quietly, letting us use her body, she'd only move to angle her hips as we each rode her body multiple times. We would take it out of her pussy and fill it again as the other got on top. Katy was in another world as she moved seamlessly between orgasms. Her nipples were rock hard pointing straight out from the soft skin of her milky breasts. Her inner pussy lips fully engorged and opened wide. At this point we were purely having sex, there were no words exchanged, just deep thrusting and Katy shaking and quivering as we filled her repeatedly. Finally Paul was pounding Katy's hips standing at the side of the bed when I exploded from her gentle stroking of my cock, covering her upper body with cum and soon after Paul was asking if he could do it on her face. She said it was ok to do it inside her pussy and he exploded immediately filling her with cum. Paul fell asleep naked in the guest bedroom while Katy and I went downstairs holding hands to retrieve our clothes. We reached the couches and sat exhausted as Katy poured us a drink and cleaned herself with a wet towel from the jacuzzi. When she sat back down she touched my cock lightly and it sprung back to life. We looked at each other and engaged in the deepest kiss. Without speaking she shifted her hips and layed on her back again spreading her legs showing me her pussy, she looked at me and said "let's finish what we started". With that she pulled me between her legs as she took hold of my cock and directed the rod straight to her wide open hole. This time we had slow sex looking into each others eyes as I pulled and pushed with slow thrusts. Katy and I stayed in missionary the whole time as I slowly built the tempo but never stopped once. At some point it turned from deliberate thrusting into the urgent thrusting that would bring us to climax and I continued until I was pounding her hips and she was moaning again, my cock kept getting thicker and thicker inside her pussy until I felt like I was going to reshape her girl hole. Her eyes opened wide as she could feel the thickness stretching her walls. She pulled my head down and whispered in my ear "spray, fill it with your cum". Finally I exploded coating her pussy with more than 10 deep thrusts. We lay there for a bit together until we got up and gathered our clothes. Katy went upstairs and into bed with John. I woke Paul up by throwing his clothes at him. We went outside and smoked a joint grinning at each other like the cat that ate the bird. We've never spoken of it again with our friends, it doesn't matter if we do, no one would believe it. John and Katy are still our friends and still dating each other.