Small Package, Big Surprise

by King Webster

I've known Melissa for quite a while. We met a few years back in college and for a time we were a bit more than friends. We're both twenty-something professionals now and live in the same city, and despite our past we remain good friends. Melissa is a beautiful woman, very petite with long, sandy blonde hair. She has a gorgeous body thanks to her obsession with working out, although her chest is a bit on the small side. But what Melissa lacks in breast size she definitely makes up for with enthusiasm.

Melissa you see, has a wild streak in her. To put it mildly she absolutely loves sex. She's a bit on the kinky side and while we were dating she was always trying to get me involved in some strange things. I guess that's what probably led to our eventual breakup, as I was always a little bit leery of some of the things she suggested.

Now don't get me wrong, I love sex as much as the next guy especially with a girl like Melissa. But the problem is my penis. It's what you might call a bit on the small side. The first time Melissa unzipped my pants and took out my cock it was clear she was disappointed. Although she has never admitted it and has always treated me with respect, I suspect one of her reasons for breaking up was the size of my penis. Ever since then I have been extremely self-conscious about the size of my cock and rarely allow any women to see it. When I do, it's only after I feel extremely comfortable with them.

The funny thing is, despite our sexual past and my feelings of inadequacy, whenever Melissa and I meet up for drinks or dinner the topic inevitably turns to sex. With my limited activity the discussion usually centers around Melissa and her recent sexual conquests. Quite often she goes into extreme detail about her adventures, talking about everything from positions and places to if the guy made her cum. I love to hear her talk about how hard she was fucked and how hard she came, and I get the feeling that it turns her on too.

One night after a few too many drinks the topic turned to Melissa's latest sexual adventure. She told a story about how she had met this big, burly guy at a bar and how she had taken him home so she could have her way with him. When she pulled down the guy's pants to suck his cock she couldn't believe how big his penis was. When the guy saw the look of astonishment on her face he simply turned her over and put her ass-up on the kitchen counter. The guy simply rammed his cock into her pussy and pounded her from behind until she came. She said it was an amazing feeling as she had never felt so full. It was then I think that Melissa realized this was not a conversation I was comfortable having.

After some awkward silence and another round of drinks we both seemed to loosen up and Melissa turned the conversation to one of her favorite subjects, oral sex. Melissa you see, loves to be eaten. She just craves it and often can't seem to get enough. There were plenty of times when we were dating where I would eat Melissa out for literally hours on end. She would simply lie back and run her fingers through my hair as my tongue lapped at her pussy.

When she came she would cum in waves, sometimes for what seemed like minutes at time. And believe me, Melissa is not shy in bed. When she cums she lets you know it. With grunts and groans and panting and screaming, her legs would wrap tightly around my head and her hands would involuntarily pull my hair. After she came she would simply lie back and stroke my hair as if nothing had happened while I continued to eat her out.

I absolutely loved eating her out. Mainly because I knew she loved it and I knew that was the only way I could make her cum. I just loved watching her lose control and making her squirm and scream and moan.

I didn't really know it until that night, but believe it or not, Melissa said I gave the best oral sex she had ever had and quite frankly no one else had been even close before or since. Now that was flattering and all, but I wasn't sure I really believed her. It seemed as if Melissa was trying to make me feel better after her story about being fucked by the guy with the huge cock. While I knew Melissa liked oral sex, quite honestly I didn't really think I was anything special.

I thought her passion for oral sex would be the same with any guy, not just me. I told her this but she said it wasn't true. She said she usually had to beg guys to eat her out, and even then only a few would agree. She said no one had eaten her out with the skill and enthusiasm that I did. By this time I think we were both extremely turned on by all the sex talk and I definitely had thoughts in my head about eating her out one more time. I guess it wasn't meant to be as we finished our drinks and then each headed our separate way home.

Two weeks later Melissa called again and said she was going out to dinner with her friend Julie and wanted to know if I would like to join them. I said sure and we agreed to meet at a nice little Italian place downtown. I had met Julie a couple times before but didn't really get a chance to talk to her, although I certainly wished I could have.

Julie was a petite Asian girl, about twenty-five like Melissa and I and absolutely beautiful. She had flawless skin and perfectly styled hair, cut precisely to hang at shoulder length. She had a good body as well even though it was a touch on the thin side. Her tits weren't much to speak of, being a little smaller than Melissa's, but they stood out perfectly. The couple of times I had seen Julie before she was impeccably dressed. Very stylish and sexy. Everything fit her perfectly and her makeup was always tastefully done and her perfume made her incredibly sexy. Needless to say, everything about her appearance was immaculate.

After receiving Melissa's call I was excited all day and could hardly wait for dinner. After work I quickly made my way over to the restaurant with great anticipation. As expected, Julie was dressed perfectly in a sharp and sexy navy blue business suit that hugged her curves perfectly. Melissa also looked incredibly hot. Coming from work as well, she was dressed sexily in a very classy red business suit. I felt extremely lucky to be having dinner with two such beautiful women.

Dinner was good. We had a nice conversion and split two bottles of wine among the three of us. It was obvious that I was attracted to Julie but I'm not sure the attraction was mutual. While the conversation was cordial there wasn't any obvious flirting. After a few glasses of wine I became a touch bolder with my flirtations although I'm not sure Julie really noticed.

It wasn't until desert that the conversation really started to pick up. As usual Melissa had managed to steer the conversation toward sex. Melissa and I talking about sex was one thing, but talking about her erotic adventures in front of Julie was another.

Melissa noticed my reluctance and simply stirred me on with, "It's not like we're all prudes here." Julie chuckled and from then on the conversation seemed a lot more relaxed.

With nearly two bottles of wine in us our inhibitions were severely reduced. While eating cheesecake Melissa talked about her favorite sexual positions in glorious detail. Melissa was soon goading Julie into talking about the positions she liked and before long Julie was explaining how she liked to be bent over a chair and pounded. The bigger the cock the better. Right about then my heart sank as Julie talked about how she liked to be filled up. She said she couldn't cum unless a guy had a huge cock to abuse her with.

Right about then the waiter came with our check and we were left discussing what we should do next. I suggested we go to a little bar down the street to have a few more drinks. Since Melissa's place was right around the corner she suggested we head over to her place to watch a movie and drink some more wine. Although I knew nothing would happen it certainly sounded good to me, hanging out with two hot women and drinking a little more wine.

Once we got to the apartment Melissa brought out a bottle of wine and we continued our conversation. As first we discussed which movie we should watch from Melissa's video collection but the topic soon turned to our favorite sex scenes from various movies. Being a little tipsy and with the conversation such as it was I think by then we were all extremely turned on. Suddenly Melissa asked if we wanted to skip the movie and play cards instead.

I innocently asked what game, and with a sly grin Melissa replied, "How about strip poker?"

Melissa looked toward Julie to gauge her reaction. Although she seemed a touch hesitant she smiled slightly at the thought and then agreed. I was definitely reluctant with the very real possibility of having to bare my miniscule penis for Julie, especially when less than an hour before Julie had expressed her overwhelming desire for huge cocks. But at the same time, what guy would turn down a chance to play strip poker with two gorgeous women? I decided to play, convincing myself that if I won I wouldn't be saddled with the embarrassment of exposing my tiny cock.

We each took a gulp of wine straight from the bottle to relax and then gathered on the floor to play. The rules were simple. Five-card stud. Whoever had the worst poker hand had to take off an article of clothing. The game would end when two of the three people were completely naked. The winner would get to put their clothes back on while the losers would have to remain naked for the rest of the night.

It started off good for me as I won the first two hands with three jacks and then a pair of aces. Unfortunately, Julie and Melissa only had to remove one shoe each. But I felt good about my prospects and was definitely looking forward to seeing these two beautiful women naked. The game plodded along as we deliberately played slow, sipping our wine in an effort to increase the tension and suspense.

Thirty minutes into the game Melissa was in the lead. She still had her blouse and skirt on and so far only had to remove her stockings and shoes. It was quite clear she was enjoying the game, watching Julie and I squirm while slowly disrobing. I was already down to my pants and boxers and I noticed both women were sneaking peaks at the small bulge forming in my pants.

Julie was in a similar predicament. She was down to a thin blouse, a bra, and panties. I must say she looked lovely. Her white panties were bikini cut and very tight. In the right light I was able to see the outline of her perfectly manicured bush. Every inch of my body ached to see more of what was underneath. Her blouse was intriguing as well, and with the thin fabric I could easily make out the outline of a sexy bra that perfectly matched her panties.

Just one more bad hand and Julie would be practically naked. Melissa grinned mischievously as she dealt the next hand. It turned out Julie was the loser once again. Without a fuss she seductively unbuttoned her blouse and then let it slip off her shoulders and onto the floor.

Smiling, Melissa got up to fetch another bottle of wine. We each took another swallow and then quickly got back to the business at hand. This time Melissa dealt herself a lousy hand and wound up the loser. Like Julie she chose to take off her skirt instead of her blouse. Full of confidence, she stood up, turned her back toward us, and then slowly slid her skirt over her hips and down to the floor. She smiled as she was left standing in a smooth, silky thong, with her ass plainly in view. Even Julie stopped to stare at the sight before us.

Melissa calmly sat back down and dealt the next hand. I thought I was safe for sure when I flipped over my cards and saw two pair. Unfortunately Julie flipped over three nines and Melissa flashed a straight. I had just lost and it was nearing judgment day. I needed to take off my pants.

Luckily I was wearing loose boxers and even though I would be somewhat exposed I wouldn't be forced to reveal the full extent of my deficiency until I lost one more time. Still, I was a little embarrassed my cock had grown so hard simply from watching these two women. Julie smiled happily as I stood up.

Melissa simply said, "Drop the pants."

Reluctantly I let my pants drop to the floor. There I stood in the middle of the room with two incredibly hot women staring at me, my boxers being the only thing between my incredibly small penis and sheer embarrassment. I sheepishly took my seat back on the floor as both girls giggled with delight. As Melissa dealt the next hand Julie's eyes fixated on my crotch. She paused momentarily to look at her cards as Melissa finished dealing.

Then she smiled and looked at me. "Melissa told me all about how you used to eat her out."

Surprised and embarrassed I looked over at Melissa. She just smiled slyly.

"Melissa said you're the best tongue she's ever had. She said that you would eat her out for hours on end."

I just looked down at my cards, not sure what to say.

Much to my relief Melissa flipped her cards over. She was lucky once again. A pair of jacks. A sigh of relief rushed over me as Julie flipped over her cards showing only a queen high. I had a pair of fours so it was up to Julie to take off an article of clothing.

Smiling at me seductively as she stood up, Julie unhooked her bra and let it drop to the carpet as my eyes were glued to her tits. My mouth must have dropped open when her tits popped out.

"Like what we see, do we?" Julie cooed.

Her tits were small but very perky and perfectly shaped. Her nipples stood at full attention. She clearly liked the attention she was receiving, grinning slyly.

"Well what are we waiting for, let's play," she said.

Melissa smiled as she dealt the cards once again. Julie returned to staring at my crotch as she slowly picked her cards up one by one.

"Melissa told me how you used to make her cum over and over. That you could make her cum so hard she would lose all control. That she would buck and convulse and grunt and groan so loud the whole building could hear her. That you would just eat her out and make her cum as much as she wanted."

I tried to avoid the question by staring at my cards.

"Is that true?" Julie asked.

I just shrugged my shoulders not sure what to think. I glanced over at Melissa and she smiled as she stared at her cards, clearly aware that I was embarrassed.

"You know, I've never cum from just being eaten out."

I just stared at my cards as Julie continued to tease me.

"That's why I need a big cock to fill me up. So I can cum. How's your cock, Jack? Is it big?"

A look a sheer terror must have crossed my face at that instant.

"I guess we'll find out soon enough, won't we Jack?"

It was hopeless. I only had a nine high. Soon I would be dropping my boxers, and Julie, this incredibly hot woman sitting naked right in front of me would probably laugh when I finally exposed my tiny penis.

I'm sure Melissa never told her about my cock. She was too nice for that, and besides she knew that that was something between us and was nobody else's business unless I wanted it to be.

But as a matter of honor I had to drop my pants. And there was Julie, practically begging to see a huge cock and all I had to offer was a tiny little package. I'm sure she was used to a lot more than what I had and no doubt would be disappointed. Not wanting to delay my fate any longer I simply flipped over my cards.

Just as I thought, I was the loser. And by a mile too. Julie grinned with delight as a look of embarrassment swept over my face. There was no use putting off the inevitable. I stood up and slowly began to slide my boxers down over my hips.

With my hands trembling I glanced toward Melissa as my boxers came down. She must have sensed my utter embarrassment.

"Wait," she said just as my pubic hair began to show. "How about we make a deal?"

I looked up, surprised.

"What kind of deal?" Julie said.

"How about Jack doesn't take off his underwear?" Melissa replied.

"What kind of fun is that?" Julie said. "He's the loser and he should take off his underwear. I've been waiting all night to see his cock."

Melissa quickly chimed in, "Well how about in exchange for him keeping his pants on he'll eat you out. As long as you want, no questions asked, and you don't have to do anything in return."

Julie smiled at the prospect.

"What do you think Jack?" Melissa inquired. "Is that okay with you?"

Hesitant, I looked toward Julie and then back at Melissa. "Okay," I answered.

"But we're forgetting one thing, don't you think?" Melissa said as she smiled coyly.

"And what would that be?" Julie inquired.

"Well it seems to me, I'm the winner of this game, yet I don't seem to be getting anything. Jack gets to keep his pants on and you get eaten out. What do I get?" Melissa smiled with the knowledge of what she really wanted.

"What do you want?" I said.

"I want to watch. I want to watch when you make Julie cum. I want to watch as she squirms and squeals until she's completely at your mercy. What do you think about that?"

Unsure what to do I looked over at Julie. She smiled mischievously as she nodded. "Fair enough, but I don't think Jack is going to make me cum with just his tongue," Julie said confidently.

"Oh, we'll see about that," Melissa said. "And then you're going to owe me."

With a huge smile on her face Melissa retreated to the kitchen to get some more wine. She poured Julie a glass and then took the bottle and sauntered over to the couch to get ready for the show.

"Get comfortable in the chair, Julie," Melissa advised.

Julie took a sip of her wine as she seductively sat in the big, soft chair against the wall. Once seated, Julie simply laid back and relaxed with the glass of wine in her hand. She then looked toward me with a come hither look.

I shyly maneuvered over to the chair and positioned myself comfortably on the floor between her legs. Julie sipped wine casually as I slowly reached up with my hands and slid her panties down over her hips. My eyes never left her crotch as I did. What was behind the underwear was magnificent. A neatly trimmed bush, jet-black, with moist lips glistening under the soft glow of candles.

"You like that, don't you Jack?" Julie teased.

I simply nodded, unable to speak. Julie smiled, drunk with the power she knew had over me. Melissa just grinned taking in the show.

I started slowly at first, taking long, soft licks of her inner thighs. Julie seemed to enjoy the attention but wasn't particularly aroused. She watched me lick her for a bit as she ran her fingers slowly through my hair. As she did I saw her glance toward Melissa with a look of confidence that said she would never cum from simply my tongue alone.

It was time to get serious. I began to lightly tease her clit with the tip of my tongue. This seemed to get her attention. Soon my tongue was moving slowly, sliding up and down the length of her slit. I must have caught her by surprise as she gasped when my tongue first entered her cunt.

I looked up briefly and saw her smiling at Melissa as I lapped away at her pussy. She continued to drink her wine as I ate her, her free hand gently running through my hair. I could tell she was trying to fight it, to try and prove Melissa wrong, but little by little I could hear her breathing increase in pace.

Her hand in my hair was growing ever more urgent as I lapped at her clit hungrily. I surprised her again as I darted my tongue deep into her hole. She let out another gasp and this time inadvertently spilled some wine trying to fight off the pleasure. Her breathing continued to increase and the pace of my tongue quickened as well. She finally put her wine down on table next to her and arched her back slightly. She let out low moan as my tongue dug deeper. I looked up to see her eyes roll back in her head as she looked across at Melissa. Melissa grinned slyly as she watched Julie writhe with pleasure.

I moved my tongue furiously now. Julie tugged and pulled at my hair and arched her back even further, her pussy begging for my tongue. Her breathing grew both louder and faster almost as if she was struggling for air. With the frantic pace of my tongue she couldn't hold back the pleasure any longer. She seemed oblivious to her actions continually letting out moans, yelps, and gasps.

My tongue swirled in her pussy, driving her wild.

"Deeper, deeper," she begged. "Oh God. Deeper."

I grabbed Julie by the ankles and spread her legs apart. My tongue was deep inside her moving furiously with lust and passion.

"Oh God, Oh God, Oh God," Julie screamed over and over with entire my face buried in her cunt.

I continued the frantic pace and within seconds Julie was screaming, "I'm cumming. Oh God. I'm cumming. I'm cumming."

Melissa loved it. She was fingering her pussy as she stared at the action, obviously enjoying the show.

Julie's natural reaction as she came was to clamp her legs around my head, but with my hands still holding her legs apart I wouldn't let her. I continued lapping her slit as she continued to scream.

Completely out of control, she screamed, "I'm cumming, I'm cumming," over and over again.

I'm sure she woke Melissa's neighbors on sheer volume alone. Her orgasm must have continued for at least a minute until my arms gave out and her legs clamped around my head, making it difficult for me to continue licking.

Gradually her pleasure subsided and her breathing slowed to a manageable pace. Her vise-like grip on my head relaxed and I went right back to licking her slit. She lay back wearily, her hand gently massaging my head. I glanced up to see her look over at Melissa. Melissa simply smiled when Julie's eyes rolled back into her head as my assault on her pussy continued.

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