Date: Mon, 15 Aug 2011 23:26:18 -0700 (PDT)
From: D R <writingisagame@yahoo.com>
Subject: Super 8 Loving 3

Super 8 Loving 3 By DJ

Disclaimer: I do not own any rights to the Super 8 or the characters nor do
I have any relation, relationship, or contact with the actors. This story
will involve sexual relations between teenage males. If this type of work
is illegal where you live or you find this type of activity disgusting,
please, leave, if none of this applies to you, then enjoy.

Thank you all for the great response to Parts I and II, here is the final
part III.

My name is Alice. I'm about 5'7", blonde hair, and blue eyes. Guys are
always looking at me at school or when I'm in the soda shop. I'm
attractive, I'll have to admit. I'm not conceded in any way, but I have
looked at myself in the mirror. I am only a teenager, but I'm more
developed than most of the girls in my grade. I am beginning to shave with
is a real pain, especially when you're going through changes and you have
no other females to talk about. I live with my father who is a factory
worker, so it's not really helpful in anyway.

Anyway, a kid at my school Charles, is filming a zombie movie for some film
competition and asked me to be in it. I knew that my father wouldn't
approve, but I did it for the hell of it. I can't stand being at home and I
think that Charles as a crush on me, but he's not my type, not because he's
a fat kid, but just because his personality is different than mine. Charles
told me to talk to Joe tomorrow about make-up. Supposedly, he's in charge
of make-up and special effects. I'm not big on zombie films, but it's
something to do. I've been helping out the past couple of days and I've
noticed that Joe and I think Joe has a crush on me, too. I couldn't stop
thinking about him, I've been trying to sleep for the past thirty minutes
and just can't fall asleep. I can hear my father asleep in the next room
and the smell of beer is spreading throughout the house. I threw on a
little jacket and snuck out of the house.

I grabbed my bike and began to ride, not know where I would go. I knew that
I had to talk to Joe, so I would go and talk to him, why not. I don't think
he'd mind. I pulled up to his window hiding my bike in the bushes so if his
dad did come out, he wouldn't see it. I looked into his window and couldn't
believe what I saw. It was Joe and that Cary kid and they are sleeping
together! Should I leave them alone? I suddenly felt wet in my panties. I
never experience this before, but I liked it. The idea of two guys sleeping
together is kinda hot. I knocked on the window. Nothing. I did it again and
I saw Joe roll over. I knocked again. Cary sat up and starred out the
window, he was naked. This couldn't get any better. I haven't seen any guys
naked before, but I could get my chance tonight. Cary shoved Joe and they
both scrambled to cover up. It was funny to watch them move so fast. They
were both cute, especially Joe.

Joe came to the window and opened it.  "I can explain," he said.

I didn't give a chance to finish.

"Can I come in?"

"What does she want?"

"To come in?"

"Well..let her in," Cary said.

I smiled.

I clambered through the window. I found a place on the floor and sat
there. Joe was closing the window. I had the perfect view of his smooth
back and cute butt. I looked over and couldn't help but smile as Cary was
examining the same features I was. He looked away. Joe turned back to face
me.

"What are you doing here?"

"I couldn't sleep," I said hesitantly, "I didn't mean to wake you?both you
of you."

The room was silent until Cary spoke, "no big."

"So, um," I searched for words. I think both Joe and Cary knew something
was coming. "You are, um, gay?"

Joe and Cary looked at each other.

"Not really, more bisexual," he said.

He sat down next to me, Cary followed on the other side, so we were sitting
in a circle.

"We've been?" Joe searched for the right word. I think all in all, I caught
Joe off guard and he was afraid this might affect his relationship with me.

"?experimenting," Cary jumped in.

"How long?"

"Two days."

"Do you guys love each other," I asked?

Cary was the first to jump in with a "yes." Joe looked hesitant, I could
tell that Cary's heart was about to break.

"It's ok if you are. Can I see you kiss?"

Cary was more excited than Joe was. He finally gave in and pecked Cary on
the lips.

"That's not a kiss, that's more of a grandparent's kiss."

I decided to be bold and see if I could start some fun. I'm tired of
playing with myself. I grabbed Cary and invaded his mouth with my
tongue. He wasn't expecting, but he started kissing back. We broke.

"That is a kiss," I said.

I grabbed Joe and pulled him in. I was kissing him. He was hesitant to kiss
back, but I grabbed the back of his head and held him there. His tongue
wasn't big, but wasn't small, but defiantly wide. His mouth was warm. Joe
began to kiss back. I finally let go and saw that not only Joe, but Cary
had a hard on. So, can I see them? Joe and Cary looked at each other
unsure.

"Seriously, are you both scared of being around girls?"

"No, we just don't want this to get out around school," Cary said.

"It won't," as I said taking off my jack and my top. I wasn't scared of my
body because I knew I was still growing. I had a B cup and I was proud of
what I had. Joe and Cary were both mesmerized. I decided to go further,
because I knew how this game was going to be played. I was the one that was
going to make everything "go." I stood up and pulled down my pj bottoms and
panties in one swipe. I threw them to the side.

"Well," I said, "Let's see what you got."

Cary and Joe both dropped their pants. Cary's dick was interesting, I had
never seen someone with skin on their dick. He stood a small three and a
half inches, while Joe had a normal dick and stood at four and half. They
both sat down again. I couldn't understand how hard, no pun intended, it is
for boys to want to get into any activity with a girl, most guys would jump
at the chance.

I knew that Cary was going to be the less hesitant one, so I stood up and
began to make out with him, pushing him back on the bed. I moved to the
side to make sure that his hard dick didn't impale me just yet. I broke our
kiss.

"Come on, Joe, join us," I said.

Joe got up and did exactly as I told him; I knew this could get very
interesting if these two guys obey everything I say. Cary was suck on my
nipples, when Joe came on the bed, I guided his head to my breast and he
began to follow suit. The feeling was bliss. I closed my eyes enjoying the
feelings, but couldn't help to look at the scene that was going on. Two
boys and me on a bed?naked.

I got up from my position and encouraged Joe and Cary to make out, they
instantly began to caught up in the heat of their passion. I reached out
and took Cary's dick. I slowly began to jerk it up and down watching the
skin slide up and down his shaft. I could hear gentle moans of pleasure
coming from him through Joe's mouth. He pulled from Joe as Joe was suckling
on his ear.

"Don't torture me, Alice."

"Maybe I want to," I said lick the very tip of his head.

He whimpered a little and went back to kissing Joe. I pulled the skin
forward to cover his sensitive head and licked at his small ball sac. I
took one nut into my mouth and used my tongue to roll it around allowing it
to pop out of my mouth. I licked up his small shaft and engulfed the flap
of skin that covered his head. I slowly bobbed up and down on it. I pulled
on Joe's leg. He worked his way down Cary's skinny frame kissing each spot
on his way down. I pulled his foreskin down to expose his head and both Joe
and I eagerly began to suck and lick at Cary's uncut dick. We each laid
across his legs and held his hands so he couldn't squirm or grab us.

"Ooooo, uuhhhhh," was all that escaped his mouth.

I grabbed Cary's dick and began to jerk it up and down, Joe began to kiss
me as I pumped Cary. We broke and went back to suck and licking our boy
toy. His eyes rolled into the back of his head as he gripped the sheets on
Joe's bed.

"I don't think I can last much longer," Cary said between breaths.

"Cum for us," I said. "We want to taste you."

His body began to spasm and jump as we held him down.

"I'm cumming, I'm cuuuumm?" Joe placed his hand over his mouth to muffle
the scream, Cary grabbed Joe's arm as began to buck his hips and out shot
seven spurts of warm cum that covered Joe's face and my face as well. Joe
slowly removed his hand from Cary's mouth as his breathing slowly became
normal. He looked at our faces and let out a chuckle. He clambered to kiss
Joe, but was stopped when Joe and I shared a kiss that had left over Cary
on us. He joined in as all of our tongues were intertwined licking over
each other.

We finally broke after we kissed and licked off all of Cary's love juice
from our faces. I looked at Joe, your turn, let's see if you can shoot
more.

I pushed him back, looked him in the eye and said, "Don't touch it."  He
nodded and closed his eyes. I began to kiss his chest as Cary began to work
on each of Joe's testicles. His chest was boney like Cary's, but slightly
muscular, not defined, but just about right. His skin was soft and smooth,
a stain quality that I had not expected. I licked at each of his pecs and
worked on his right nipple. Electricity shot through him that echoed to the
tip of his dick as I saw clear liquid pour from his slit.

"Well, someone's excited," I said, "I wonder if I'll get the same
reaction," then I licked the other nipple while watching for his reaction,
nothing, I then nibbled on it, and the clear liquid flowed again. I
couldn't wait any longer I kissed my way down Joe's torso till I kissed
Cary on my way to Joe's dick. I began to lick with Cary over Joe's dick. It
was different than Cary's, there was no skin and it seem liked forever that
Cary and I were taking turns sucking on his thick dick. Our tongues snacked
across his head, round the shaft, and around his nuts. Cary pushed me out
of the way, pushing Joe's legs up in the air. I was about to yell at him,
when I heard Joe gasp for air. I looked at Cary was licking his butt. My
further inspection, Cary was licking at Joe ass hole. Joe was in ecstasy, I
took advantage of the situation and began to work on Joe's dick even
harder. No sooner had I placed my mouth over his tool that began to
exclaim, "I can't hold it, I can't, it's to much, Cary?."

Cary immediately dropped Joe's legs as we both furious licked on both sides
of Joe's shaft. Joe's cum shot in the air three times. "Only three times,"
I thought to myself, but when it was over, there was more cum than Cary's
orgasm. Joe laid there his chest heaving up and down, Cary grabbed me as we
cleaned each other up. Cary looked fun with ropes of cum across his eyes
and running down the side of his face.

We sat there in the silence, the boys recovering from their orgasms; Cary
had slowly come down, while Joe was suffering from after effects. Cary sat
behind him and held him. It was evident that I had to fight for Joe. If I
wanted to be with Joe, then I knew that Cary couldn't be in the
picture. Time would only tell on how far the night would go. I got up, lay
on the bed, and began to rub myself. Both boys joined me on the bed
watching my hand.

"You've never seen a vagina before," I asked?

"A what," Joe asked?

"Pussy," Cary exclaimed, "twat, muff, you know."

Who wants a lick? Cary was more open to sex than Joe was. If Joe saw what
Cary did I knew that Joe would latch on fairly quickly. I grabbed Cary's
head and lead him to my love box, "have fun," I said, as I pulled Joe into
a kiss and placing his hand on my small breasts. We made out for several
minutes as Joe's wide tongue probed the back of my mouth. I pushed his head
down to my small puffy nipples. My fumbled over them has I rubbed the back
of his head. Cary must have had some experience working on girls
before. Every four minuets my body would jump in ecstasy.

"Hey, Cary," I exclaimed, "give it a rest. I want to give Joe a treat."

I grabbed Joe's hair, looked deep into his eyes and with no hesitation I
said, "fuck me."

"I..I don't know what to do," he said.

"Come here," Cary said, pulling Joe, "wait here."

Cary left the room and returned with a used towel that must have been used
on one of them, or both, during a shower, I let my mind use the latter of
the two. Cary put the towel underneath me. Maybe he still thought I had my
hymn, but they would be pleasantly surprised, that I don't. I had
accidently broke it when I was fingering myself two hard. It was hard to
explain to my father, much less the town doctor, why there was blood all
over my bed that night.

I opened my legs and lay against the pillow. Cary pulled Joe over and
wrapped his lips around Joe's, once again, hardened dick. A few slurps
later, Joe was on all four laying over my torso. Cary slowly guided Joe's
dick into my entrance and let the head of his slowly slide it. Cary moved
from where Joe was and sat lay next to me to enjoy the show. Joe slowly
began to ease in as my body adjusted to the small intrusion. His muscles
flexed in the light from the outside window. As Joe got in deeper I let out
a moan of pleasure, and so did Cary. I looked down as his dick and it was
rock hard.

"Keep going Joe, work a little faster," I said to encourage him. His pace
was steady but his tempo increased. Cary knelt by my head and offered me
his dick, which I gladly accepted. He was horny and eager. I began to fuck
the hell out of my mouth, holding my head as he pistoned in and out like my
mouth was going out of style.

"Have you deep throat before," he asked?

I shook my head no. He put his hand on the back of my head, he eased his
dick into my mouth, small inch, by small inch until I felt the tip of his
head in the back of my throat. I pulled away quickly for the fear of
throwing up and ruining the party. Cary took my head and pushed again, this
time holding my head in place, tears welled up in my eyes. He took his warm
hands and wiped away the tears the fell from my eyes and let me go. I
pulled back slowly and swallowed all the spit that was in my mouth. He laid
backed down next to me and kissed me on my lips, around my neck, and down
my breasts.

While Cary and I were having our oral adventure Joe was furiously sliding
in and out of my wet pussy. He was trying so hard to please me, but it just
wasn't as big as I had hoped or wanted. I began to plane something in my
head that would get me the intensity and pleasure that I wanted. Meanwhile,
I let Joe enjoy himself, as I grabbed a fistful of Cary's hair and pulled
him in for a kiss.

I whispered to him in between our passionate kiss,
"get?down?there?and?lick?my clit and?Joe's shaft."

He smiled and did has he was commanded. His tongue began flicking at my
clit which sent waves and waves of pleasure up and down my body.

"Oh my god, yes, uhhh, yes?ohhhh gooooddd, yesss," It was so intense, "oh,
stop, stop, stop," I pleaded.

Both Joe and Cary stopped looking at me. I knew that I was almost close to
cumming and I'm sure that Joe was as well.

"Lay down, Joe," I told him, "Cary, put your balls up to Joe's, dick to
dick."

As they got together my heart started to pound, I climbed up on both of the
boys I tongued their dicks, spitting all over them. I climbed on top and
slowly inched both of the small dicks into my wet, throbbing, pussy. Once I
was all the way down, I began to ride them; the feeling was so intense.

In my opinion, I was getting it from two bisexual guys who were the hottest
in the school. Don't get wrong, Joe is hot, but Cary has begun to grow on
me. I guess growing up in a house full of sisters; one learns a lot of
about females and how to please them.

The room smelled of sex, sweat, and grunting. No one said anything, but
just enjoyed the immense feelings. I looked down at Joe and his eyes were
closed, but his face was contorted into a pleasurable grimace. I assumed he
was trying his hardest not to blow early.

"I can't hold it anymore, it's too much," Joe called out.

"I don't think I can either," Cary chimed in.

"Give it to me, cum in me," I screamed!

Both boys let outs screams, in the forms or "ahhhggsss," and "ohh myyy,
goooddsss."

I climbed off and laid next to Joe. Both boys immediately scrambled to my
legs, pulled them open and began to lap up the cum that was in and leaking
out of me. More intense pleasure began to hit me as another orgasm hit. My
legs body began to squirm, my legs wanted to close, I grabbed both of their
heads, wrapped my legs around them, and pulled him in tighter as I scream,
"ooohhhh yesssss, yessss, yesssss, ahhh."

My orgasm left me. The boys' face were wet with my juices and their
cum. The looked up at me, at each other, and laughed.

"Kiss for me," I asked.

The began to lick each other's faces and made out in a strong passionate
kiss. This is a night surly to be on my mind for a long, long time. We laid
there for the next hour and a half, talking, playing with each other.