When I was in high school my best friend Vern and I spent a lot of time together, slept over at each other's house on weekends before we could drive and I helped out at his dad's business in the summer. He had a big dick especially for our age, we never did anything gay but we did jerk off together while fantasizing about different girls at school and he always shot big loads when we jerked off. At that age we were always horny and comfortable enough with each other so it was fairly often. There was a girl in our class that lived next to his dad's business, she wasn't a real hottie but not bad either, she was always after Vern and one day after work in the summer her parents were gone and we snuck over. It wasn't long before we had her clothes off and she was sucking him, I was trying to get my dick in her mouth too when he rolled her over and climbed on top. He was buried balls deep in no time and stroking in and out, she was sucking me while his face was right there watching, occasionally she would turn away and kiss him then take me again. I was trying not to cum when he started moaning and exploded inside her which wasn't the plan. He pulled out and rolled off and said to me I was next. I slipped in her easy since he had her stretched out and full of jiz, he stuck his dick in her mouth while I was trying to last as long as I could. After about 10 minutes he said he was going to cum again, I couldn't hold on anymore, pulled out and shot my load on her stomach while he shot another load on her face. We got dressed and left but it wasn't the last time we had our way with her before graduation.