I just stood there and stared at Karen in disbelief. She laughed at me a bit and got up off the bed.

"You may wanna shower, you smell like pussy and I don't know if Rich is going to like that." I was in shock. Rich Baker. The most popular guy at my school was coming over in an hour to have a threesome with me and Karen? No way!

Rich Baker was 18, well built, a jock. I had a crush on him a few years ago but he never even noticed me so I gave up quickly. After that I started showing more interest in girls and pretty much forgot about him. Now that I was thinking about him being with me and Karen, all my old feelings for him seemed to be rushing back. I have never been with guy before and I was suddenly scared.

"You’re kidding right? You have to be."

Karen laughed again. "It's ok. I told you he's good. I told him this was a one-time thing though, don't worry. He thinks it's hot and personally I do too." She winked at me and picked out a sexy black lace bra out of her dresser.

"Karen, I have never been with a boy. Never." I was looking at her, pleading her with my eyes.

"Oh, I guess I just assumed. Look, sweetie, you don't have to do anything you don't want to do. I will take care of Rich, you just worry about me." Karen smiled and I felt better. I went and got into the shower. I didn't know what else to do. When I got out I heard talking downstairs. I quickly put on my pajama set and gingerly walked down. I came into the kitchen to find Karen on the counter with her legs spread and Rich on his knees in front of her. Her hand was on the top of his head.

"That’s right, eat that pussy," Karen mumbled. I stood there in shock, not knowing what to do. I stood there and watched. It was the most erotic thing I had ever seen. I felt myself get wet and before I knew it my hand was in my pajama shorts and I was rubbing myself. Karen saw me. We locked eyes and she didn't say a word.

"I want your dick inside me right now," Karen said to Rich. He stood up and pushed his pants down. I saw his 8-inch dick, hard as a rock, plunge inside her. Karen gasped as he thrust in and out of her hard and fast. My fingers found their way inside my soaking wet pussy. She kept her eyes locked with mine. I felt my orgasm building and I could tell she was close too. We came at the same time. When she finished, she pushed Rich away from her and came over to me and pushed me against the doorframe. Her tongue was in my mouth before I had time to blink. We made our way into the