Significant Others - A Night To Remember (mfm, bi) Kimball Jason had a throbbing headache. He'd just spent the past several hours trying to sort out all the pro- blems with the band. The lead singer was in the slammer on drug charges, and the bass player was in Detox, and it looked like everything was falling apart. Kim had been trying to keep everything together, but his job and the band were fast heading south. As he climbed the stairs to his apartment he thought about Henry and Nell, his two best friends. They'd all been friends since the third grade. He sometimes wondered how they had been able to stay friends all that time. Henry was always the loud outgoing one in the group, and Nell... well she had turned him down when he'd proposed back in the 8th grade, and it still hurt to think about it. Yeah, sure, they had been too young, and he knew that now! But she didn't have to laugh so hard at the time... But they were still all best friends, and that was a pleasant thing to think about after the crummy day he'd just had. As Kimball put the key in the lock, he thought again about how nice it was to have Henry staying at his place. Henry had just been evicted from his own build- ing and was staying with Kim for a while until he found another apartment. That crazy landlady had thrown Henry out on his ear when she had discovered that he wrote smut for an Internet company that offered erotic stories for sale. Kim still wondered how anyone could actually make a living doing that. The lights were out as Kim stepped into his apartment. 'Wonder where Henry is' he thought. His friend had said he would probably stick around the house that evening. Kim figured that Henry must have changed his mind and gone out after he'd called Henry to let him know he had to work late. 'Damn' he thought, 'I should have called him back to let him know I was coming home on time after all. Now I'll have to sit around this dump and mope all by myself.' He frowned at the thought of a lousy night watching television. Just then Kim heard a noise coming from his bedroom. It sounded like a faint banging noise, like someone was kicking the wall or something. 'What's Henry doing in my bedroom?' he thought as he walked down the hall and opened the door to his room. There was Henry, bang- ing away at some girl, and in *his* bed. Kim had the vision of Henry's blonde hair and tan body on top of an olive complexioned auburn headed girl. His best friend was really doing her with all his might. And the girl was moaning as she hugged his muscled body to her. Kim was strangely aroused by the scene of Henry humping some babe while he watched, but something nagged at the back of his mind. Those long well shaped legs wrapped around Henry's heaving butt... they looked familiar for some reason. Then it hit Kimball full force! "Hey goddammit, what the hell?" He screamed at the top of his voice. This made Henry jump up as if shocked be electricity, huff- ing and puffing. He looked frightened and something else... guilty? The blood rushed from Kim's face as his suspicion was confirmed; "Jeezus, how could you do this to me Nell, how could you guys fuck around like this behind my back, and in *my* bed too?" Kim turned around and stomped out of the room. The young sex partners could hear their friend banging things around in the other room. Nellie lay there naked, panting from their recent exertions - momentarily in shock as she realized the consequences that her surrender to Henry would have on all their relationships. She finally gathered her wits enough to jump up and pull her skirt and blouse back on, leaving her underwear on the floor in her haste to go to Kim and apologize. She hadn't meant to hurt him, actually she hadn't meant to let Henry screw her either, it just had happened. The pair that only a moment before had been lost in great sex were now running down the hall tugging their clothing into place, whispering to each other, trying to come up with something to say to their friend. "Kim, Kim, I'm so sorry, I didn't mean for this to hap- pen. Henry and I were... well we just... I'm so sorry." Tears were forming at the lower edges of Nellie's big brown eyes as she fumbled for the right words to say to her friend. Shit Nell, I can't believe you fucked my best friend, and in my bed! And you, you son of a bitch, I can't believe you fucked my best friend either," he said to Henry, almost crying now. "You guys have really screwed me... Henry you need to move out, and you, you... Nell I don't think I want to see you for a while either. You guys go somewhere else to screw around, not in my face. Dammit, I can't believe this happened." Nellie was crying now, she loved both of them like brothers. She'd loved them ever since the third grade. The two guys were opposites, and she liked that about them. What had she done? How could she fix things? Henry said, "Look Kimball, we didn't do this to make you mad, I know it looks kinda bad, but it just sorta happened. You have'ta forgive us, look what you're doing to Nellie. You want to make her cry like this?" Kim looked at his long-time friends and the thought of Henry humping Nell's naked body ran through his mind again, vividly. He shook his head slightly, his head- ache was giving him hell now, and he didn't know what to do. "Hell you guys, I just need to be alone, how about you two just leave, OK?" Nellie stood as if to go, but then broke down and began crying pitifully, lurching to Kimball and clutching at him. Her body was wracked with sobs as she clung to him, wetting the collar of his shirt with her tears. Kim didn't know what else to do, so he gently held her to his chest, and patted her on the back, like one would while soothing a baby, saying softly that it was all right... even though it wasn't. Henry stood to the side watching his friends hugging, and thought about how it had been only a few moments ago that he had been thrusting into Nell's tight wet pussy. He was majorly frustrated and wanted to finish that grade-A fuck they had been having. He felt himself getting hard again just at the thought of bedding Nellie again... Henry caught himself, realizing that he'd been day dreaming, as he noticed his two friends rocking back and forth in their embrace as if in a slow dance. Henry could tell what was happening. They were all over-wrought, emotions singed, and he could also tell that something sexual was happening between Kimball and Nellie. He didn't want to share Nellie, it wasn't fair what was happening. But at the same time Henry didn't know what he could do to stop them. His pulse began to pound as the couple in front of him began to kiss. First just kissing on the lips, but quickly trying to climb down each others throats. "Hey!" Henry shouted, trying to get their attention. Nellie pulled her mouth away from Kim's, gasping for air. She looked at Henry, then back to Kim, and her eyes had a tortured look in them, cheeks still wet with her tears. Both men knew that she had an impos- sible choice to make, and both knew that the other would just die if he were the one *not* chosen. Nellie reached out with both hands taking one of Kim's and one of Henrys and said, "I can't choose between you guys, I love you both too much. It's us against the world, always has been." She sighed, looking sad for a moment, then she continued with a growing smile on her lovely face, "I guess we'll just have to be a menage- a-trois." And without another word Nellie pulled both men with her into Kim's bedroom. Henry was about to protest when Nellie hugged him tightly, placing a deep kiss on his lips to silence him. Kimball was so aroused by her previous kisses that he stepped up to Nellie's back and pressed himself against her, hugging her from behind. Nellie could feel his hard cock pushing against her from behind. She kept kissing Henry as Kim raised her skirt, placing his hands on her behind, massaging her gently. He'd fantasized about Nellie many times as they were growing up. In fact she'd been his lover in more masturbation sessions than he could count. As he pulled her skirt higher he looked down and was amazed at how perfect her body actually was. He'd always admired her will power. How she'd run every morning and would eat only healthy foods. Now he truly understood what the benefits were, as he looked down admiring the sheen on her muscled ass-cheeks, and the backs of her silky thighs. He undid his pants, almost by instinct, not really thinking about why he wanted to have sex with his long time friend. He just knew that he had to fuck Nell to make things right between them all again. Nellie could still feel Kim's hands on her behind, she shivered as he moved them down the inside of her thighs, she could tell he was fumbling with his zipper. She deep kissed Henry more desperately that ever, hoping that things wouldn't explode when Henry finally realized what was happening to her. It didn't take very long for that to happen. As Kim dropped his pants to the floor he gently pushed Nell over onto the bed face first, and in doing so broke her kiss with Henry. The young woman could feel Kim's hardened cock-head pushing at her opening. She climbed up on the bed and crouched on all fours, Kim quickly followed her. He slipped himself into her warm wet hole with almost no resistance. Nellie gasped at the thrill of being fucked in front of someone else; the situation was making her sweat with fear and excitement, she'd never even imagined that sex could be like this. Then almost in shock she realizing that Henry might become angry, she looked up, hoping again that he'd not make a fuss. But to Nellie's surprise Henry had dropped his pants, and since he didn't have underwear on she was faced with his stiff brown cock in his hand, looking her in the face as it popped in and out between his fingers as he pumped on it, in time with Kim's fucking motions. Kimball began to thrust harder, now completely lost in his pleasure, grunting each time he buried himself in Nellie's accepting pussy. He could feel her cunt-lips grasping at his sensitive cock each time he pulled out to make another thrust. She was so tight, he thought, and he was so close to cumming, he knew it would only be a moment longer before he lost it. Nellie was really beginning to enjoy the sensations that Kim was giving her and began to thrust back at him. But she was also worrying about Henry being left out of their love-making, she didn't want him to feel rejected. She knew she should give him some attention, and knew that that attention would have to be a blow- job, because her other receptacle was in use at the moment. But as she looked up, Henry wasn't there anymore. Nellie had assumed that He wanted her to suck him, she had seen his swollen cock waving in front of her face only a moment ago... where was he? Suddenly Nellie felt a heavier weight on her back. She was on hands and knees crouched on Kim's bed, with Kim behind her leaning over her back, thrusting away. Nellie could look down under her breasts and see his thighs moving behind hers, she could actually see his slick cock thrusting in and out of her. Oh my god! she murmured is shock. There was a hand on his balls! Henry was behind Kim massaging his nuts as Kim fucked her! Nellie couldn't believe it, she knew that Henry was naked, and now she could see him leaning over Kim's back, she'd never seen men touch each other like that before, it was just too much to take in for a moment. She placed her forehead on the sheets and watched her- self being fucked by Kim...and watched Henry's hand pulling and massaging at Kim's nuts. Nellie numbly thought to herself; 'What's going to happen now? All our lives are going to change now, nothing will ever be the same after this.' Nellie was brought back to the present as she felt Kim buck into her extra hard, straining as he released his sperm deep inside her. His body quivered as he pressed himself into her thrust to the hilt. In a daze Nellie noticed Henry's hand was still wrapped around Kim's nuts, massaging away. It seemed like Kim orgasmed for hours, he just held himself tightly inside her; she could actually feel him swell with each ejaculation. His cum begin to gush out from around his buried cock. It began to slowly drip down her leg. Nell watched in amazement as Henry ran his hand down to the junction where Kim entered her and began to smear sticky cum all over their union. It was the sexiest thing Nellie had ever seen - or felt. She could actually feel Kim still spurting inside her... and feel Henry's hand rubbing them in places that made her shiver... all these sensations were too much for Nellie and she had the first wracking spasm of her own orgasm. As her body was thrust into its electric world of orgasmic sensations, she lost her ability to hold the men up, and slumped onto the bed. She moaned in dis- appointment as Kim's swollen cock slipped from her sensitive pussy. But only a moment later Nell felt strong hands grasping her hips pulling her up from the mattress. In a satisfied haze Nellie knew that Henry was finally getting what he'd wanted all along as he entered her pussy for the second time that night. She hung in his grip, experiencing the pleasant sensations of being used by an aggressive horny man, and not having to do anything but let it happen to her. Henry was burying himself with violent force deeply with each thrust, quickly bringing Nell to another orgasmic high. Each time he thrust himself in her Nell felt a wonderful rush of excitement almost like a jolt of electricity flow from between her legs right to her brain. She knew that she was about to faint if Henry kept it up much longer. Henry was happily using Nellie's firm body as Kim lay beside them watching, wondering why they had waited so long to become intimate lovers like this. As he watched; Nell slowly turned her head, the side of her pretty face pressed into the sheets, her whole body moving, pressing, thrusting with Henrys movements. She reminded Kim of a pretty rag doll as Henry man-handled her in his urgent need for release. Kim fascinated by the sight of his friends fucking each other, admiring Nell's perfect body as Henry so lust- fully used it for his pleasure. She was so beautiful, so was Henry when he took a moment to watch him... Henry groaned and jerked one last time as he emptied himself into their girlfriend... Henry held the pose; eyes closed... as he pumped his seed deeply inside Nell's womb, still holding her hips, pulling her to him with a firm grip. Kim was breathless, it was the most intense experience he'd ever had, the most sexy thing he'd ever seen; to watch Henry filling their woman with his sperm. To know exactly what Henry was feeling as he came, and to know that he would be next. Kimball watched as Nell opened her lovely brown eyes. She slowly smiled back at him. He could tell she was happy... and he knew that they were friends again...