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This is my first story based on a Fantasy of mine. The character of Rachel is completely made up and does not represent a real person
Nicole, Myself and Rachel.

Unlike my previous stories, this one is entirely fiction. It involves my Fiancee, Nicole (See Adventures of a Railfan Part 4), myself and a friend of ours named Rachel. For a background of myself, please refer to the Adventures of a Railfan series. It explains my past relationships.

Nicole and I have been together for about a year now. She really helped me turn my life around. I had two disastrous relationships, and lost my High School Sweetheart to Pneumonia while she was getting a Bone Marrow Transplant. Nicole has been the sweetest thing, helping me get my life back on track. I started to work even harder at work, so I could make more money. It was during this time I started to sell at Model Train Shows. That turned out to be a great idea, and it brought in extra income. A guy who I share tables with, Henry, was amazed that I could sell anything I put out on my table. He keeps saying I could sell shit to a shit salesman.

Nicole goes with me every once in a while to the train shows, and whenever she does go, her stunning body and her cute face really helps me out in sales. She is great to take along to the small shows that are usually very small. I would have normally made less than $50 at these shows, but when she is there, I usually bring in about $500 to $600.

I met her family not to long after we met, and her family basically fell in love with me, even insisting on how to teach me to play Rummy. I sucked the first time around and lost $3.00. Nicole laughed at my misfortune, but the next round I caught on and I not only won the $3.00 back, but an extra $5.00 as well. Her grandfather said I was really fast at learning.

I was lucky to have met Nicole, and I keep telling her that I wished I had met her before I met Michelle or Ann. She also claims that she would have loved to have met me before she met her two ex's as well. Every weekend, she would come up to my place and usually spent the entire weekend with me. It was about a month later that I finally told her that I really loved her, and to my surprise, she had fallen in love with me as well. She later told me that what we did on the day we met, when I fucked her twice and she gave me the worlds best blow job, that on her way home, she kept thinking to her self "I can't believe I just did that!"

I went to visit her one day at her job at the Pottery store in O'Fallon, MO. When I walked in, I went to the service desk. That's when I met Rachel.

"Hi, is Nicole around?" I asked her?

"Yeah, she is, let me page her" she replied and she got on the PA system

"Nicole to the service desk for a visitor, Nicole to the service desk for a visitor" she said into the PA system.

"May I ask you who you are?" She asked with curiosity

"Yeah, I am William, I am Nicole's boyfriend" I replied

"So YOUR William! Nicole has said many great things about you, but she never said how handsome you are!" She said with excitement

I stood there blushing, I did not know if she was trying to flirt with me or teasing. Nicole then walked around the corner and when I saw her, I thanked Rachel and we walked towards the Break Room.

"I didn't know you told everyone about me, Nicole, I think Rachel was hitting me" I said

"Of course I told everyone, you are the sweetest guy I have ever met." She replied, cuddling into my arms.

"But it seems like that has made your co-worker jealous" I told her " I think she was hitting on me, but I think it was just some teasing"

"Oh don't mind Rachel, she is one of my best friends, and she likes to tease my boyfriends, don't think anything about it, she knows you are off limits." she explained

This made me feel more comfortable, and we spent the next half hour just talking. We had fun, but all too soon she had to go back to work. Before I left, I asked her if she wanted to go a bar to go line dancing in Edwardsville, IL. She agreed, but she asked if she could take Rachel with us, since Rachel has not gone out to have fun since she dumped her boyfriend. She dumped him because she caught in bed, with a guy's dick in his mouth.

That comment made me laugh and I agreed. I had to mentally prepare myself for the teasing I was bound to get from Rachel.

I walked back with Nicole to the front of the store. I gave her a quick peck on the check before I left. Rachel saw this and gave us an "Awwww, look at the two love birds." Nicole quickly told her to get back to work, as she was also the supervisor for that day as well.Since Nicole got off work in two hours, and it was a 45 minute drive home, I did not feel like driving all the way home and then leave again after half an hour. I instead drove down the Alton and Southern's Gateway yard in East St. Louis to kill some time. Sitting at the back of the yard is where all the arriving and departing trains go past. In the hour and a half I was there, I ended up shooting over 30 different locomotives from all the Major US Railroads, Norfolk Southern, Union Pacific, CSX, BNSF Railway, Canadian National and a retired Canadian Pacific locomotive that the A&S was delivering to a nearby locomotive Dealer. As it turns out, this locomotive would later be sold to a railroad in Brazil.

With my batteries getting close to dead, I packed up and drove back to O'Fallon. I waited for Nicole to get off, and 5 minutes later, she walked out the door. Instead of driving back to her place, I offered to get her a late lunch. She accepted and we drove across the street to Steak N Shake.

During our meal, we had a pretty interesting conversation.

"You know, Rachel has a big crush on you know that she has finally met you." Nicole told me

"Yeah, I kinda figured that, with the comment that she made right before you came around the corner"

"Are you really okay that she goes with us?"

"Yeah, I am perfectly okay with it sweetie, she's a friend, and she needs to have some fun. Maybe she will hook up with a country boy while we are there"

"Knowing her, she just might" Nicole said with a chuckle

We changed the subject as we continued our meal. I told her about my sightings at the Alton and Southern yard, but there was nothing to special to report, other than that retired Canadian Pacific Locomotive.

After we finished our meal and I paid the bill, I dropped her off at her truck and followed her home. Since she was going to be staying the night with me, she also had to get her stuff. Her pillows, the stuffed animal I gave her for Valentines Day, a change of clothes and her pills. I knew I was going to have a good night with her when we got back to my place before we went to sleep. We usually have sex every time she comes up, except when she is on her period, in which case I just cuddle with her as we fall asleep.

About an hour later, she walked out of the bathroom, all freshened up for a night of country music. She was wearing a simple blue top and blue jeans and her cowboy hat that she always wore when we both went to the club.

"I am ready to go" she announced.

I got up, saying thanks to her dad for explaining something that I needed clarifying for a model train show I was hosting to benefit their church. I helped her with her stuff and took it out to the truck.

Once in the truck, she pulled out my Garmin GPS and plugged in Rachel's address.

"I thought she was going to meet us there?" I asked, a bit confused

"I told her that we were going to pick her up, I hope that is okay" she replied

"I kind of wish you had told me that" I sighed

Knowing that I would be driving both of them to the club, I prepared myself for her flirting and teasing. From what Nicole said, Rachel had a serious crush on me, and it all started when she met me that afternoon at their place of employment. I stuck the GPS to my windshield and started to follow the directions to her house

She did not live far from Nicole, about 4 or 5 miles at the most. We pulled into her drive way and she was already waiting for us. She walked up to the truck, and Nicole opened her door so she could open the hidden back door to get in the truck.

"Hello Handsome" She said as she got into the truck

"Great" I said to myself, she's not even in the truck for 5 seconds before she started

"Hello, Rachel, I see that you are ready to go"

Nicole and Rachel talked the entire way there. I gave them a bit of a scare though while driving north on I-255, when an 18 wheeler belonging to SWIFT cut in front of me in a last minute lane change in order to get onto I-55 North. I had to slam on my breaks and both of them screamed with surprise. Nicole punched me in the arm, I think I made her upset, but knowing her, she would not stay mad at me.

We pulled into the parking lot about 10 minutes later, we got and and started walking to the front door. Nicole had her arm wrapped around me and Rachel tried to do the same with my other arm. I reluctantly let her.

"Are you sure its okay if she does this?" I whispered to Nicole

"Its fine baby. She needs someone to lean on right now, remember, this is her first time going out as being a single woman again" she replied

I sighed. This was going to be a long night. Its not that I mind Rachel having a crush on me, I mean I am flattered that she does, but the way she was hanging on to me, trying to flirt with me and teasing me, I started to get the feeling that she wanted to try to steal me away from Nicole. Like that was ever going to happen, I love Nicole with all my heart and I would not do anything to hurt her.

We walked into the club and the first place Nicole and Rachel went to was the bar. Nicole got herself a Bud Select and Rachel got a Bud Light. I myself don't drink. My dad was a drunk, and I did not want to be like him. They sat down on either side of me. It did not take long before the music started playing and most everyone got up to dance. I knew there was going to be line dancing. Nicole dragged me out to the floor to dance. This is one of my weak points, I can't dance worth shit. I still had fun, and the slow songs that were played were my favorite, because I held Nicole close to me and I could feel her warmth and her breasts pushing up against my chest.

After one of the slow songs ended, we went to sit down. Nicole and Rachel went to the ladies room to freshen up. I got up to go get a soda. I got myself a Pepsi and went back to the table to wait for the girls. When they came back, both were giggling and had big smiles on their face's.

"Uh oh" I thought. I knew that when two girls came out of a bathroom giggling like high schoolers, I know something is up. The came back and sat down, like before, on either side of me. They were buzzed, and I could tell. Both of them then decided to lay their heads on my shoulders.

"Baby," Nicole whispered, "Rachel is going to stay the night with us." She informed me

"What do you mean?" I asked, "I though it would just be the two of us"

"She forgot her key to the house and her parents are gone for the weekend, I hope you don't mind, baby, I will make it up to you tonight in bed" she stated.

At the mention of making it up to me, I changed my mind and agreed to letting her stay the night with us.

It was getting late, and both the girls were starting to get drunk. I rounded them up and led them both to truck. They were both giggling and laughing about the fun time they had at the club. I helped both of them climb in. After getting in myself, I started up the truck and drove out. It was a good half hour back to my place. A couple minutes after getting on the interstate, Rachel was passed out. I guess her night wore her out.

I made good time and soon we were pulling into my drive way. I helped Nicole and Rachel out of the truck and grabbed Nicole's stuff. Once inside the front door, I helped them both, one at time up the stairs. Both of them went into my room and I went to the bathroom to relieve myself. I had no idea what was in store for me tonight.

When I walked back into my room, I was greeted with sight that never in a hundred years I would ever see. Right there on my bed was Rachel and Nicole, making out like no tomorrow. This sight made my cock hard in an instant. I don't think they noticed me, but I climbed into the bed and continued to watch them.

Nicole was rubbing Rachel's crotch, and from the moans that she was emitting, she was doing a really good job. It was at this point that Rachel saw me laying next to them.

"Hey look, Nicole, your sexy boyfriend has decided to join us" She said in a sexy voice

"Yummy, I don't think he would mind if he joined us" replied Nicole

At the comment, I was flabbergasted. I was a one girl guy, and I was not sure if Nicole was really sure that she wanted me to join them. However, before I could reply, Nicole reached over and undid my pants. It took her a few seconds and before long, she had fished out my now rock hard cock.

"Ooh, he has a very nice cock, Nicole." Rachel said, upon seeing my cock. "Can I suck him off?"

"Go ahead, I am sure he would really enjoy that" Nicole told her friend

Before I could say anything, Rachel had climbed off Nicole and immediately took my cock into her mouth. She started sucking my cock like it was going to go away. I looked over at Nicole to see if she was really okay with this, and I did not even have to ask, as she leaned over me and gave me deep kiss.

As Rachel was sucking my, she took one of her hands and cupped my balls. She gave them a light squeeze, and I could tell that she was really enjoying it. I think this was making her dream come true, to be in bed with me with my cock in her mouth. Nicole had taken her top and sports bra off and offer me one of her nipples. I took her right nipple into my mouth and sucked on it, and lightly biting it as well. This brought a moan from her and she grabbed my head to make sure I did not stop.

Rachel was enjoying my cock. I had to admit to myself that I was enjoying her mouth on me as well. She was giving a great blow job. I could tell when she looked up at Nicole and I as I sucked on her nipples, because whenever she did, my cock would pop out of her mouth.

Before long, I could feel my orgasm approaching.

"Rachel, I am going to cum if you keep doing that" I told her.

She replied to that comment by re-doubling her efforts. Nicole got up and looked at Rachel as pumped my cock and sucked on the head. In no time at all I felt my cum racing up my shaft and out of my cock into Rachel's waiting mouth. I came hard, and Rachel was not expecting me to cum so much, it felt like I had gave her about a gallon of my cum, but she still managed to swallow it all.

"That was the hottest thing I ever saw" Nicole said.

"That felt really good Rachel, thank you" I told her.

Rachel blushed when I said this.

I reached over to Nicole and brought her down for a kiss. Rachel climbed up to us and starting making out with both Nicole and myself. Before I knew what was happening, Nicole got up and stripped off her pants and her panties.

"I told you I was going to make it up to you, baby" she told me as she straddled me.

She took my cock and guided it into her very wet pussy. I always loved it when she was on top because it felt like I managed to get deeper into her than any other position. Rachel and I watched her as she rocked back and forth, grinding her clit on to my cock.

Rachel got up and started kissing Nicole with deep kisses. This was something to behold. My sexy girlfriend riding my cock, making out with her best friend. Rachel stood up and got off the bed and stripped off all her clothes. When I looked over, I saw how sexy she really was. She was about 105 pounds with A cup tits. I didn't really get a better look because Nicole grabbed my head and bent down to give me kiss.

Rachel got back onto the bed and straddled me. She placed her pussy right over my mouth and I could see how wet she really was. I grabbed her hips and brought her down so I could eat her out. I went straight for her clit and the instant my tongue touched her, she came. At the very same time, Nicole let out a moan and she herself had a powerful orgasm as well, squirting all over my balls.

I didn't let up on Rachel's pussy. I had her cumming non-stop from licking her clit and tongue fucking her. I was really enjoying that. Nicole had settled down from her orgasm and started rocking back and forth on my again. This time, I knew I would not last much longer in her.

"Cum in her pussy, sexy, I want to see her face when you dump your seed in her" Rachel said as she got off my face. She was totally satisfied with my tongue and needed a small rest.

I grabbed Nicole's hips and I started thrusting my hips up to meet her as she rode me. A minute later, she had another powerful orgasm, and that took me over the edge as I dumped my load of baby makers deep into her. She felt me cum and this just made her orgasm even more powerful. Once her orgasm had passed, she rolled off of me and just laid there.

"That was one of the best orgasm's I ever had" she managed to say.

I kissed her and told her that I loved making her cum that hard. I then felt Rachel grab for my cock. I looked down and she had started stroking me, and in no time in all, I was back to full strength.

"Do you mind if he fucks me like he fucked you, Nicole?" she asked her friend

"Go ahead, knock yourself out" She managed to reply. She was still in her post-orgasmic bliss state.

"If I get to fuck you, Rachel, I want you from behind" I told her.

Rachel got up right away and got onto her hands and knee's, offering her pussy to me. I got behind her and lined my cock up with her dripping wet pussy. I started to slowly enter her, and boy, if I though Nicole was tight, Rachel was even tighter. Rachel let out a long, satisfied moan when my cock bottomed out in her pussy.

"Oh Nicole, why didn't you share him with me earlier, he is stretching me and he is filling me up really good" She said.

I started to thrust into her, grabbing her hips and I started out slow. Nicole was back to her normal self and got infront of Rachel. Rachel got the idea really fast and went straight for her cum leaking pussy.

I started to pound into Rachel even faster, giving her nice, long, hard thrusts, and in no time at all, she started cumming hard. Unlike Nicole, Rachel was not a squirter, but when she came, her pussy clamped down hard on me, making her even tighter before.

The two of them were moaning with pleasure, as Rachel licked my cum out of Nicole's pussy and I pounded into Rachel. I then saw Rachel's tight asshole. I spit onto my index finger and started to insert it into her ass. This got Rachel's attention, and caused her to push her tongue deeper into Nicole's pussy, launching her into another orgasm and squirting all over Rachel's face.

"Please, no, not my ass, I don't want anything in my ass" she yelled in pain.

I didn't listen to her and continued pushing my finger into her ass to the point where I could feel my cock pumping in and out of her pussy. I had to admit that I really enjoyed that feeling.

At first, Rachel was cringing in pain, but after a minute or two, she started to enjoy it. Having my finger in her ass and my cock fucking her deep into her pussy made her rocket into another powerful orgasm. This one caused her to scream so loud, I thought my neighbors would here her.

Feeling my finger on my cock as it pumped into her as she came really got to me because I knew of the pleasure I was giving her. A minute later I could feel my cum start to build up.

"Nicole Baby, where do you want me to cum, do you want me to cum in her or all over her ass" I asked

"Cum in her baby, I want to lick your cum out of her pussy like she did to me" She replied

"What! No! Please, don't, I am not on the pill!" She contested

It was too late, I grabbed her hips and shoved my cock as deep as it could go in her and released another torrent of cum deep into Rachel's tight pussy. She could feel me cum in her, and at when she felt it splashing against her cervix, she tried to pull away, but I held her tight so she could not get away. When I finished cumming, it felt like I had pumped another gallon of cum into her.

"Please don't let me be pregnant" She said with a worried voice.

"If you do, you know William and I will take good care of you and the baby" Replied Nicole

I finally let go of Rachel and she plopped down on the bed exhausted. However, Nicole was not done and got between her legs and dove into her pussy like she had done to her. She started to lick my cum out of her pussy, and managed to get Rachel off again. This time when she came, it was not as hard as when I was fucking her, but it was enough for her to pass out.

Nicole finished with Rachel's pussy and came up to cuddle with me.

"I hope you liked your gift baby, I wanted you to have some fun with her, I wanted to share your amazing cock with her" She said sleepily.

"I enjoyed, sweetie, I really did, thank you" I replied as I leaned over to kiss her.

We both fell asleep in each others arms. It was the perfect ending to an amazing day and night.

The next morning, Both Rachel and Nicole were up before me, however, they did not want to be touched. I had worn both of them out the night before. I later learned that they had not been drunk the previous night, and put that show on to convince me that they were serious about having me together. I do admit, it was a clever strategy, and it worked.

Later that Afternoon, I took them both home, dropping Rachel off first, and then as I was taking Nicole home, she looked over at me.

"I hope you enjoyed yourself last night" she said, a bit worried

"Yes babe, I really did. I appreciate that. However, I don't think I would want to do that again, You are the only girl I want to be with and sleep with. You mean the world to me." I replied

Nicole just simply blushed.

Soon, we pulled into her driveway and I helped her take her things in. Once I had helped her, I had to leave, as I had a load to go pick up. I kissed her goodbye and thanked her again for the previous night. I re-assured her that I was not upset, and I was happy because she was thinking of me.

A few weeks later, Rachel's period came and everyone was so relieved. None of us were ready to take care of a baby. After that night, Rachel really toned down her flirting and teasing. As it turned out, I did make her wish come true. She had really want have sex with both Nicole and I. That night, however, turned out to be a one time thing, as Nicole realized that even though I enjoyed myself, the only girl I wanted have sex with and sleep with was her. After that night, the two of us grew closer together.

Hope you guys enjoyed this work, This was my first work that was not based on true events. I will be however, doing more work and most of them will be with Nicole and I, however, I do plan on some stories that are not based on the two of us.

Anonymous readerReport

2014-03-20 08:34:06
See my previous comment. COACH


2014-03-20 04:10:05
I really enjoyed your story...first one of yours that I've read. I hope there will be many more in the future.

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