That 70’s Sex Pt. 03

--Tuesday Afternoon, The Pinciotti Backyard
"Mom! You're not taking your top off!" Donna squealed in shock as her mother took 
her bikini top off and let it fall to the ground by the hot tub.
"What? It's classy," Midge said as she relaxed in the hot, bubbling water, "They do it 
in Europe."
"Yeah, Donna, don't be such a prude," Jackie agreed as she took her own bikini top off 
and let it fall next to Midge's.
"Yeah, Donna, don't be such a prude," Fez whispered to himself from the bushes 
across from the hot tub.
Donna looked around expecting one of the guys to suddenly appear. She looked 
back at her mom and Jackie before shrugging in defeat. She crossed one arm across her 
chest before untying her top and letting it fall to the rolling water. Her large breasts bulged 
around her arm but her nipples were at least hidden until she ducked under the water and 
moved her arms away.
Midge sat back up, uncaring about her wet breasts as she reached over the side of the 
hot tub and grabbed a margarita. "Here you go, Jackie," she said as she handed the drink 
to the slender girl.
"Thanks, Mrs. Pinciotti," Jackie said as the older woman handed another glass to 
Donna eyed her glass suspiciously. "Mom, why are you giving us margaritas?" she 
asked suspiciously as her mother relaxed back into the water.
"No reason, we're just having some girl time," Midge said innocently. "So how are 
your friends?" she asked as innocently as possible before taking a sip of her own margarita.
Donna rolled her eyes in frustration at her mother before taking a sip. "Mom, why 
are you asking about our friends when the girl that was... you know... with dad, is sitting 
right next to you?"
Midge looked to Jackie for a moment. She shrugged her shoulders, her breasts 
jiggling beneath the rolling water, and turned to her daughter. "It's not really Jackie's fault, 
Donna. Your dad just took advantage of the situation.”
"Yeah, Donna. I was taken advantage of," Jackie sternly agreed as her small breasts 
peaked above the water momentarily before she took a sip of her drink.
Donna couldn't believe what she was hearing and just stared blankly at her mother 
and Jackie.
Midge turned back to Jackie and patted her affectionately on her knee. "So tell me 
about your friends, Jackie," she asked before taking a large drink.
Jackie nodded her head enthusiastically because if there was one thing she loved 
more than looking great it was gossip. "Well, Mary-Ann McCallister totally had to sneak 
into the city to visit the free clinic. And Derick Lucas is totally cheating on his girlfriend but 
she totally deserves it..." she began before being interrupted.
"And what about your little brown friend?" Midge asked as innocently as possible.
Donna immediately perked back, her large breasts swaying beneath the water. "You 
mean Fez?" she asked.
Midge nodded enthusiastically. "Yes, tell me about your little friend Fez. Is he 
dating anyone?" she asked with incredible interest.
"What? No he doesn't have a girlfriend," Donna said with a note of disgust, "He's a 
total perv!"
"He didn't seem like a 'perv' to me," Midge said, "He seemed kinda sweet when I met 
him last night."
"Wait. You met Fez last night?" Donna asked and immediately knew exactly what 
time her mom had met her perverted friend. "What happened? Did he touch you? Did 
he try to do anything to you. You're in a safe space here. You can tell me," she said with 
"Oh, nothing like that," Midge giggled as she patted her daughter's shoulder, "I just 
gave him a quick blow-job to get back your father.
Donna and Jackie's eyes went wide with shock. Jackie the first to get her speech 
back as she asked, "You really blew Fez?"
"It was just a little one," Midge said in a condescending tone of voice, "And he didn't 
even last very long."
"Oh my God, Donna, that must have been after we had sex!" Jackie blurted out. 
Realizing her mistake she took a sip of her margarita and sank down into the water just 
above her chin.
"Jackie!" Donna shrieked angrily.
Midge looked over at her daughter and smiled wide. "Oh, Donna, I'm so proud of 
you," she said before reaching over and hugging her daughter, their wet breasts pressed 
together, "It's very brave for a young girl to experiment like that."
"Yeah, Donna, way to go," Jackie added as she joined in on the hug, her small breasts 
pressed against Midge's back, as she tried to distract Donna from being angry at her.
Donna struggled against the awkward hug, her large breasts rubbing against her 
mother's chest before she slipped free. "Stop that," she grumbled as she tried to push her 
mother away, her hands pushing on Midge's breasts. "I'm still mad at you, Jackie!" she 
"What did I do?" Jackie asked incredulously.
Donna stood up halfway in the hot tub, the top of the water barely covering her wide 
hips as she wagged a finger at Jackie. Her breasts wobbled wildly shaking off small droplets 
of water. "First you talk me into sex. Then you blow my dad. Then you give him a 
hand-job under the table at dinner. Then you talk me into sex. Again. And now you 
blurting it out to everybody," she said angrily.
Midge looked from Jackie to her daughter and back again. "Wow, you girls have had 
a busy couple of days," she said obliviously.
"Don't forget about Fez molesting you in your sleep," Jackie said helpfully.
"Jackie!" Donna shrieked again.
"Oh my," Midge said as she looked up to her daughter, "How was he?"
"Mother!" Donna gasped in horror.
"What? It's perfectly natural for a woman my age to have certain urges..." Midge 
began before being interrupted by her daughter.
"Oh dear sweet God don't say anything else," Donna mumbled as she slid back down 
into the water.
"I kissed him once," Jackie said matter of factly.
"Really? How was it?" Midge asked with great interest.
"Oh my God, Jackie, please say it isn't so," Donna mumbled.
"You know how he rolls his 'R's'," Jackie said with enthusiasm at being the center of 
attention as Midge nodded yes and Donna just held her face in her hand, "Well, he did that 
in my mouth!"
"Ohhh, what was that like?" Midge asked excitedly.
Jackie thought it over for a minute. "I don't know. It's really hard to explain," she 
"Well, why don't you show me," Midge said.
*Boom Chica Bow Wow*
Donna couldn't believe her eyes as Jackie leaned over, wrapped an arm around her 
mother and kissed her. She watched as the cheerleader slipped her tongue into Midge's 
mouth and heard her mother moan in appreciation. She felt a deep blush crawl over her 
body and tried to tell herself that is was from embarrassment as her friend molded her body 
to her mother's, their chests pressed against each other exactly like when her mother was 
hugging her. Her mother's large breasts enveloped Jackie's smaller ones, the sides bulging 
out as the two of them rubbed against one another. And then she heard her mother 
squeak in surprise as Jackie did Fez's trick in her mouth.
Jackie released her hold on Mrs. Pinciotti and sat back a little breathless. "There, 
how was that?" she asked. She reclined against the side of the tub, her small breasts above 
the water on full display, her nipples now hard as little pebbles.
When her mother didn't answer, Donna placed a hand on her shoulder. "How was 
it?" she asked worriedly.
Midge's glazed eyes came into focus and she looked up at her daughter. "It was 
kinda like this," she said dreamily before wrapping her arm around Donna's waist and pulling 
her closer. She leaned up and cupped the back of her daughter's head with her free hand, 
bringing her face down and kissing her. At first Donna sat frozen but slowly leaned down, 
pressing her nearly naked body against her mother and returning the kiss. Then Midge did 
the trick that Jackie and showed her and caused her daughter to moan in appreciation.
Jackie felt a throb deep inside her body as she watched Donna kiss her mother, their 
nearly naked bodies pressed tightly together. She slid over to the kissing Pinciotti’s 
pressing herself against Midge's graceful back, her hard nipples slipping across the older 
woman's slick skin. She molded her self against Mrs. Pinciotti and wrapped her arms 
around her and Donna. Jackie watched as Midge broke the kiss with her daughter and 
watched the two Pinciotti’s turn towards her and stared at her for a second before Midge 
bent towards her and they kissed.
Donna leaned into her mother and Jackie's kiss, adding her tongue to theirs' for a 
three-way kiss. She wrapped her arms around them and could feel one if them start 
caressing her. Her hands slid over the other two women's body, caressing their hot flesh as 
they all moaned together in pleasure. Her entire body felt like a live wire as she rubbed 
herself against her mother and didn't give it a second thought, she was far too turned on to 
care about anything other than the taste of her mother's and Jackie's lips and tongues and 
the feel of their hands on her body.
Like a good mother, Midge made sure to pay equal attention to both girls as they all 
kissed. Her hands slid over both girls' bodies, caressing their chests and cupping their 
young, firm breasts. The girls' hands flowed over her body mirroring what she was doing to 
them and she was proud to notice they were doing the same to each other. All three of 
their moans echoed through the backyard as they continued to kiss and sensuously rub up 
against each other.
Being the most comfortable with lesbian experimentation, Midge broke the kiss and 
nodded towards Jackie. "Give me a hand, Donna," she said as she reached for the smaller 
girl's bikini bottoms. When she and her daughter had stripped Jackie of the last of her 
clothes, she and Jackie did the same to Donna. And then, without even being asked, both 
girls did the same to Midge.
The three women spread their legs wide beneath the water. Jackie and Donna slid 
their hands up Midge's supple legs as the older woman slipped her hands between the two 
teenage girls' thighs. They all caressed their heated pussies, groaning and panting in lust as 
they rolled their hips up to meet one another's hands. They enjoyed another three way 
kiss until Jackie and Donna began kissing down from Midge’s face to her slender neck. As 
they made their way to her chest, Midge moaned out as she stroked the two girls' hot 
pussies. As Jackie and Donna began sucking at the older Pinciotti tits she thrust her chest 
out to the two girls they all three all slipped their fingers into one another's boiling cunt.
Jackie and Donna reached across Midge's lap, their hands immediately delving 
between their thighs, meeting Mrs. Pinciotti’s hands as they joined in fingering each other. 
With her hands busy, Midge nudged her daughter's head away and as Donna got the hint 
and sat up, she bent down and began licking at the red haired girl's amazing chest. Jackie 
leaned over farther latching onto Donna's free tit with her eager mouth. With some unsaid 
que, Midge and Donna leaned over and began sucking at Jackie's slight chest, all three 
women continuing to finger each other, their digits delving deep into one another's horny 
The three women quickly entered into a rhythm taking turns at each other's chests, 
their fingers furiously working between their legs. Every time they switched chests they 
groaned out passionately between licks and sucks, their thumbs circling one another's clits 
as their orgasms rose up like a wave. In unison they threw their heads back and groaned as 
they came, their horny cunts gripping down on their fingers as their juices joined with the 
rolling water of the hot tub.
Panting as she caught her breath, Midge's fingers slipped out of her daughter's and 
Jackie's delicate pussies. "I wonder if they do that in Europe?" she wondered out loud.
"I wonder which way is this 'Europe'?" Fez whispered to himself as he stuffed his spent 
prick back into his pants.
Red Forman stood in his open doorway and rolled his eyes in frustration. "What do 
you want, Bob?" he asked in frustration.
Bob tried to look around his friend's body into the Foreman household. "I was 
wondering if you seen your son's little friend?"
"Which on is that, Bob?"
"The little brown foreign one."
"No, Bob," Red said and, "Bye, Bob," before shutting the door in his neighbor's face. 
He knew that Bob and his wife had been having problems and wanted nothing to do with 
their love life. "Eric! You want to come up here," he called out to his son.
Eric and his girlfriend came up from the basement from out of the kitchen. "What's 
up, dad?"
"Donna, any idea what your dad wants with that foreign kid?" Red asked.
Donna looked at Eric and they both decided the same thing. "No," they said in 
Red eyed the teenagers suspiciously. "Right," he said no really caring that they were 
obviously lying to him. He shoo'ed them away with his beer hand before going back to his 
recliner and returning to his Packers game.
Donna and Eric both looked at each other again deciding if Red had bought their 
answer or if this was a trap. When he didn't say anything else they both quickly scampered 
back down to the basement. "Why's your dad looking for Fez?" Eric asked as they both 
flopped down on the couch.
Donna thought it over for a moment, deciding how to tell Eric what was going on in 
her house. "You gotta promise not to be a dill-hole about it," she said.
"Promise," Eric replied as he crossed his heart.
With no way not to be blunt,” Donna said, "My mom blew Fez."
Eric's mouth dropped open in shock.
"And then my mom told my dad all about it."
Eric couldn't find the words to talk.
"She was getting back at him for Jackie blowing him," Donna said and waited for a 
Eric stared at his girlfriend in wide-eyed wonder. "What. All happened after I left 
dinner?" he gasped out.
Donna sighed in resignation. "Mom caught Fez coming out of my room last night..."
"What was Fez doing in your room last night?" Eric interrupted.
"He molested me in my sleep."
Eric was stunned into silence again.
"So anyways," Donna began again, "When he was trying to sneak out, my mom caught 
him and gave him a blow-job."
"And she just told you this out of the blue?" Eric asked.
Donna hesitated a moment. "Not exactly. Me, my mom, and Jackie were in the hot 
"And what were you wearing?" Eric asked jokingly.
"Just our bottoms," Donna answered without even thinking about it, to caught up in 
her story to realize what she had said, "And Jackie and my mom were talking about Fez and 
everything that had happened."
"So you were topless? Like, all three of you?" Eric asked.
Donna rolled her eyes in frustration as her boyfriend once again missing the point. 
"Yes. My mom said it was 'classy'."
"And your mom and Jackie were, what, comparing notes?" Eric wondered.
"Sorta," Donna admitted, "And they were talking about how he kissed and what he 
could do with his tongue..."
"Wait, I thought your mom used her tongue on him," Eric interrupted again.
"She did," Donna said, "Jackie and Fez had kissed. So Jackie showed my mom..."
Eric's mouth dropped open again. "Jackie kissed your mom..."
Donna nodded her head. "To show her what Fez did with his tongue..."
"Did Jackie show you?"
"No. My mom did..."
Eric choked on open air as a sudden image of his topless girlfriend kissing her topless 
mother and topless friend exploded into life in his brain.
"...and that's not even the worse of it..."
"It gets better?!"
"...when I wasn't paying attention we all just suddenly had sex!" Donna blurted out.
Eric forgot how to breath as his erection throbbed painfully in his pants.
Donna stared imploringly at her boyfriend who just stared blankly at her. She looked 
down at his lap and saw the tent his erection was making in his pants and then punched him 
hard in his bony shoulder. "You're useless," she said in a huff before leaping to her feet 
and storming out of the basement.
Eric just stared in wonder at the spot on the couch his girlfriend had just exited and 
barely even noticed Kelso step out from his hiding spot in Hyde's room.
"How come Fez gets to see everything and I don't get to see anything," Kelso whined, 
Eric shaking his head with disbelief at his formerly hidden friend.
"Kelso?" Eric asked before his attention was suddenly drawn behind him.
"You just have to have timing," Fez said as his head popped up from inside the 
washing machine.
After making a quick exit, Kelso found himself moping around outside Foreman's 
house trying to avoid both Jackie and Laurie who seemed to be stalking out his van. 
Trapped in Eric's yard he was shocked when he found Donna's dad skulking in the bushes. 
"What 'cha doin', Mr. Pinciotti?" he asked with a smirk.
Startled, Bob stood up out of Kitty's bush. "You ain't seen that little foreign kid 
you're always hanging out with have you?" he asked suspiciously.
"Fez?" Kelso asked before thinking of a great joke. "Sure. He's down in Forman's 
basement," he said as he held his arm out towards the backyard stairs leading down.
"Thanks," Bob muttered before stalking past the tall boy.
"This is going to be a great burn," Kelso chuckled as he began following Bob. 
Suddenly he noticed Donna's mom pulling up into their driveway and thought of a much 
better person to follow. Practically sprinting across the yards he reached Donna's front 
door just after Midge closed it. Primping his hair he knocked on the door and waited. 
When Donna's mom answered the door his eyes crawled up and down her body. She was 
wearing a simple blouse and he was sure she wasn't wearing a bra and her slacks were 
stretched tight across her hips. "Hey, Mrs. Pinciotti, is Donna home?" he asked.
"Well hello, Michael," she beamed, "I'm afraid Donna's not here."
"Oh, that's to bad," Kelso said with a fake pout, "I was really hoping to talk to her."
"I don't know when she'll be back," Midge said worriedly, "Is there anything I can help 
you with?"
"Gee, I don't know," Kelso said, eyes downcast, "It was kind of personal and I was 
really hoping to talk to a girl."
Midge thought it over for a moment. "Well, I'm a girl so why don't you come in and 
talk to me?" she asked before opening the door and welcoming the teenage boy inside, 
closing the door behind them.
And when Donna got home she found Kelso on the couch with her mother. "Kelso! 
What the Hell!" she practically yelled. Michael was sitting next to her mother, his head on 
her chest, her arm around his shoulder, his hand on her thigh.
"Donna, don't be so mean," Midge chided her daughter, "Michael is going through an 
emotional time."
Donna fumed as Kelso snuggled closer to her mother.
"Yeah, Donna, I'm having emotions," Kelso said with a leachous grin.
Huffing angrily, Donna stood with her fists on her hips. "And what kind of emotions 
are you having, Kelso," she asked as she glared at him.
Midge soothingly ran her hand over Michael’s head as she looked up at her daughter. 
"Michael is having trouble with his girlfriend," she said sweetly.
"Oh my God, mom," Donna said with a roll of her eyes, "He's been sleeping with Eric's 
sister behind Jackie's back!"
"And I feel really emotional about it," Michael said defensively.
"Oh that's it," Donna growled. She bent down and grabbed Kelso by the wrist, 
yanking him off of the couch.
"Donna, be careful," Midge said worriedly, "He's fragile."
"Ow, ow, ow..." Michael said as Donna dragged him up the stairs. She shoved him 
into her room and slammed the door behind them. "Listen, you perv..." she started.
"Be careful, Donna," Kelso warned, "Your mom said I'm fragile."
Angrily Donna punched Kelso in the shoulder. "I'll show you fragile," she growled as 
Kelso cried out, holding his injured shoulder.
Outside of Donna's window, nobody heard Fez grunt with sympathetic pain as he 
peered in through the slightly parted window. Below him Mr. Pinciotti wandered through 
the yard hunting for him.
"I'm sick of you hitting on my mom," Donna said.
"What?" Kelso asked defensively, "It's not my fault."
"How is it not your fault?"
"Your mom is really hot," he answered innocently.
"Grrr..." Donna growled as she glared down angrily. "Seriously, what's it going to 
take to get you guys to stop hitting on my mom?" she asked in frustration. Suddenly she 
could feel Kelso's eyes on her body and kicked out at him. "Stop it, you perv," she groaned 
out. Once again with her hands on her hips she glared at her friend.
"Donna, there's something you have to understand," Kelso started trying to sound 
smarter than he actually was, "I'm a man and men can't help it. It's like, in our genes."

Unconsciously Donna did check out Kelso's jeans before catching herself. Even she 
had to admit that he was handsome but his biggest problem was that he knew it and even 
now he was trying to show it off. But then again, maybe there was something to what he 
said. There wasn't anything Eric wouldn't do for her but even he was attracted to her 
mother but she could always distract him from her so maybe she could distract Kelso. 
"Ewww, gross," she muttered.
"What?" Kelso asked defensively, "It's, like, evolution."
"Seriously, Kelso, just stop," she asked in exhaustion.
"I can't do that, Donna, sorry," Kelso said frankly.
"And why's that?"
Kelso threw his hands up in surrender. "Because it's not fair," he whined.
"What's not fair?"
"Fez got a blow-job and I didn't."
Donna stared at Kelso, dumbfounded.
"Yes I did," Fez agreed to himself. 
"That makes, like, no sense," Donna said.
"It's like this," Kelso started, "Fez is a foreigner, I'm American, that makes me the 
Alpha. And there's no way America can surrender to a foreign power. That's just 
Donna's head hurt trying to follow Kelso's logic, her mouth slack in shock at his words. 
"I... I don't..." she stammered. Suddenly she thought of Eric and took a deep breath 
coming to decision. "Fine. Whatever," she said in surrender, "Kelso, if I give you a 
blow-job will you leave my mom alone?" she asked in defeat.
"'Fraid it doesn't work like that, Donna," Kelso said, hiking up his pants in the most 
manly fashion he could, "That would be just, like, admitting that the foreign powers are just 
as good as America, I`ve got to do one better."
"Fine," Donna growled with a shrug.
*Boom Chick Bow Wow*
Donna shoved Kelso on her bed and began unbuttoning her flannel shirt.
"What?" Kelso gasped as Donna revealed her large, creamy, bra encased breasts.
"Don't talk," Donna ordered as she got on her knees between Kelso's knees and 
attacked his jeans. She roughly yanked them out from under his ass and pushed them 
down around his ankles. Next she tugged down his underwear, releasing his soft prick 
before sitting up straight and unceremoniously taking off her plain, white bra.
Kelso's eyes went wide as he finally got a look at Donna's large jugs. "Oh wow," he 
gasped in surprise. Donna's tits had been wildly talked about since middle school and now 
he was finally getting to see the wondrous teats nearly the whole town talked about and his 
prick immediately began responding.
"Stop talking, Kelso," Donna barked as she reached out and grasped the base of her 
pervy friend's semi-erect dick. It flopped around in her hand and she bent forward, 
thrusting her impressive chest out, slapping her firm tits with his hardening meat, teasing 
her nipples a bit before bending down and taking his smooth cock-head into her warm, 
sucking mouth. His cock quickly came to erection and she began bobbing her head up and 
down, swallowing his length as she massaged it with her tongue.
"Oh wow!" Kelso gasped again as she grabbed the sides of Donna's head and began 
thrusting himself in and out of her sucking mouth.
Donna slapped Kelso's hands away from her head before letting his spit wet prick fall 
out of her mouth. "Shut up, dill-hole," she growled before bending back down and licking 
down the side of his cock.
"Yes, stop interrupting," Fez agreed as he masturbated outside of Donna's window.
Licking back up Kelso's prick, Donna circled the tip with her pink tongue before licking 
down the other side to his base. She sucked in one of his bloated balls, running her tongue 
around it in her mouth before releasing it and sucking in the other ball. She kept a firm 
hold of his dick, jerking him off as she tongued his balls, making him groan above her and a 
small sense of pride filled her. Boys were powerless against her skills with a blow-job. 
She licked back up his cock, drawing him into her mouth again, bobbing her head with her 
fist meeting her lips with every lick and suck.
Kelso struggled to remain silent as he moaned and tried to keep from thrusting up into 
Donna's talented mouth. For one, he didn't want her to stop from sucking him to yell at 
him and for second he was pretty sure she'd kick his ass if he annoyed her to much right now. 
And third, he really didn't want her to stop from sucking him. But eventually he 
accidentally moaned out, "You’re even better than Laurie."
Donna didn't really know how to take that. Laurie's sexual appetite was well know 
around town so she knew that Eric's sister had more experience giving out blow-jobs so that 
would mean she was a natural cock sucker. Instead of thinking what that could mean she 
took Kelso's dick out of her mouth and glared at him. "Stop talking," she said angrily as she 
sat up straighter.
"Sorry," Kelso squeaked as Donna leaned over his lap. "Oh my God!" he yelled out in 
pleasure as Donna wrapped her wonderful tits around his cock. Nether Jackie or Laurie 
had tits large enough to tit fuck and he laughed out in joy as Donna slide her amazing jugs up 
and down his shaft.
Never missing a stroke, Donna glared up at Kelso again. "Shut up, Kelso," she hissed 
through gritted teeth. While she was certainly angry at Kelso for forcing her to do this to 
get him to lay off her mother she was increasingly getting angrier at herself because she had 
to admit, her friend had a nice dick. He was thicker and longer than Eric's and just looked 
better than Hyde's for some reason she found strange because she had never really taken 
the time to just admire a cock. It was odd to her to admit it but Kelso's prick was nearly as 
pretty as he was and as she continued running her sensitive breasts up and down it she was 
getting more and more turned on.
Feeling Kelso throbbing more intently between her breasts, Donna released her hold 
on him and quickly stood up. "Let's get this over with," she said as she began unbuckling 
her belt and jeans. She refused to let him find out she was actually kind of weirdly turned 
on and as long as he thought she was disinterested she could lie to herself that she was 
certainly not interested in him sexually. 
"Yes, ma'am!" Kelso said excitedly, stripping the rest of his clothes off in a flash.
Donna had to hide the amused look on her face at Kelso's enthusiasm as she pushed 
down her jeans and panties. Her friend's eyes lit up as he looked at her naked body which 
she found kind of endearing as he scooted up her bed. She crawled up his legs until she 
was straddling his hips and gripped his hard cock. "You're going to leave my mom alone, 
right?" she asked sternly.
"What? Oh yeah. Your mom. Totally," Kelso said trying to play it cool as he 
stared at Donna swaying, hypnotic breasts.
"And your going to stop fucking Laurie behind Jackie's back, right?" she asked with a 
painful squeeze.
"Phfft, of course," he said as he slowly began rocking his hips up, fucking Donna's fist, 
his eyes locked onto her chest.
"You better," Donna warned before lowering herself down, slipping Kelso's soft 
cock-head head into her wet, waiting pussy. As she began taking him in all thoughts about 
pretending not to enjoy herself evaporated with every inch of him. Her tight walls parted 
around him as he slowly reached up inside of her. She could feel his hands on her wide 
hips, guiding her down as she groaned out in lust and braced her hands on his chest. She 
closed her eyes as she concentrated on the pleasure she was getting, determined not to look 
at his face, separating him from what she was feeling. Slowly her groin met his hips and 
she sat still getting used to him filling her. By now Eric would be attending to her other 
needs but unlike her boyfriend she had never taught Kelso what she liked so his hands just 
wandered up her body and squeezed her large tits.
As Kelso finally got to hold Donna's magnificent tits she began rolling her hips back 
and forth, slowly riding his pole. He positioned his hips up allowing her to be able to rub 
her clit against his lower abdomen as he angled his cock to hit her G-spot causing her to 
groan out in pleasure, her eyes fluttering. He gave her juggling jugs a firm squeeze before 
more gently caressing her chest and making her moan out as his thumbs circled her hard 
nipples. Say what you want about school, Kelso knew he'd never be book smart but he was 
good at two things: looking good and having sex.
"Jesus," Donna gasped out as her flushed body began riding Kelso faster, harder, her 
orgasm already rising up inside of her. Whenever Jackie tried talking to her about her and 
Kelso's love life she had always quickly changed the subject but now she could see why 
Jackie put up with the dill-hole. He was fucking fantastic in bed. "Oh God, oh God, oh 
God..." she changed as she rode him, her body thrusting up and down on his cock, his hands 
exploring her chest doing things to her she hadn't even discovered by herself yet as she rose 
higher and higher to orgasm.
As her orgasm began to crest, Donna briefly though of changing their position, letting 
Kelso fuck her from behind to see how good he was with that but then she remembered 
Hyde's surprise ass-fuck and decided to skip it. "I'm fucking cumming, you perv!" she cried 
out as her body tensed like a could spring. Her spasming pussy gushed as her muscles 
tensed and she hissed in pleasure through gritted teeth. She could feel Kelso shuddering 
beneath her, his throbbing cock erupting inside of her, triggering a second orgasm, their 
bodies twitching in pleasure.
As she rolled off of him, laying bonelessly on to her bed beside him, Kelso leaned up 
and memorized Donna's flush, twitching body. Reclining on his elbow he looked at her face, 
sweat sprinkling her forehead. "So, babe, was it good for you?" he asked, deepening his 
voice to sound as manly as possible.
Donna looked with frustration at Kelso. "Shut up, perv," she said trying to keep from 
smiling at his posturing off of her face.
Kelso drew his fingertip haphazardly across Donna's impressive chest. "Now that 
you've had a taste of this," he started, using his other hand to present his naked body to his 
friend, "How 'bout you, me, and Jackie all get together..."
"Gah!" Donna yelled out angrily before throwing her elbow into Kelso's stomach. "I 
knew you couldn't stop being a perv," she cried out at him before shoving him out of her be. 
Completely naked she quickly followed him, grabbing one of his ears she pulled him to his 
feet and dragged him out of her room. First shoving him into the hallway she then grabbed 
his clothes and threw them at him. "And leave my mom along!" she yelled before 
slamming the door in his face.
Kelso shrugged his shoulders as he muttered, "Women." With his clothes wadded up 
under his arm he headed downstairs, crossing Donna's mom before reaching the front door, 
still completely naked. "Thanks for listening, Mrs. Pinciotti," he said before opening the 
front door and leaving.
"Such a strange young man," Midge said to herself before returning to her magazine.
As the sun set, Donna began unbuttoning her shirt before being struck by and idea. 
She turned around and saw that Jackie already had her shirt off and was getting ready to 
unfasten her bra. "Hold on a sec," Donna told Jackie. The tall red-head opened her 
curtains and slid her window up before sticking her head out. "I knew it!" she cried angrily 
before reaching outside. She grabbed the brown-skinned exchange student by his shirt and 
dragged him inside of her room. "Fez, you pervert," she said as she jabbed him in the chest 
with a finger.
"I can't believe you're spying on us again," Jackie said as she glared at him.
Fez held his hands up defensively as Donna poked him in the chest again. "That's it, I 
gonna kick your ass," she told him.
"Wait, wait, wait," Fez pleaded with his odd lisp, "I wasn't spying."
"Then what were you doing outside my window?" Donna asked with another poke to 
the foreigner’s chest.
"Hiding from Bob," Fez said worriedly, "I've been hiding out there all day. I'm so 
hungry" Despite how scared he was he found his eyes darting between Donna's cleavage, 
left over from when she had started unbuttoning her shirt, and Jackie standing nearly 
topless in her bra.
Donna glared at Fez for a moment longer before looking over at Jackie. Jackie looked 
from Fez to her and then shrugged her shoulders. Donna looked back at Fez, his eyes 
locked on Jackie in her bra. She snapped his fingers in his face to get his attention and his 
eyes automatically shot to her chest. She realized she'd left the top of her shirt 
unbuttoned and quickly held it together in one hand. "Fine," she said with a roll of her 
eyes in frustration, "Get out of here and I won't kick your ass."
"What about Bob?" Fez asked worriedly, his eyes sliding back to Jackie since Donna 
had closed off his view of her pale, creamy cleavage.
Donna had to snap her fingers again to get Fez's attention. "He's over talking to Red, 
the coast is clear," she said before looking back at Jackie. Jackie opened the bedroom door, 
waiting on Fez to leave.
Fez nodded in agreement, his eyes once again crawling up and down Jackie's torso as 
he walked to the door. Suddenly the door closed in front of him and he ran face first into it. 
"Owww..." he whined.
"Jackie, what the hell?" Donna asked.
Jackie looked Fez up and down for a moment. "I wanted to see what the big deal is?" 
she said frankly.
"What 'big deal'?" Donna asked.
Jackie didn't answer, her eyes going to the front of Fez's pants.
"You have got to be kidding me!" Donna cried out if frustration.
"What?" Jackie asked defensively, "I heard you and your mother talking about it so 
why should I be left out?"
Fez looked at Jackie for a moment, her eyes on the front of his pants, before finally 
figuring out what she was talking about. He eyes went wide with surprise before a wide 
smile crawled across his face and he looked over at Donna. "Yeah, Donna, why should she 
be left out?" he asked.
"I can't believe this," Donna said as she threw her hands up in frustration. "I don't 
want his naked dingus out in my room any more," Donna said angrily.
Jackie got down on her knees in front of Fez and began unfastening his pants. "Fine," 
she agreed, "But you said this side was mine."
*Boom chica Bow Wow*
Paying no attention to Donna as the tall red-head turned around and tried to storm off, 
Jackie pulled Fez's pants down to his thighs. The strange foreigner was wearing a simple 
pair of navy blue jockey shorts and she could see a sizable lump growing in the front of them. 
She firmly caressed the growing bulge and he groaned out above her as he became larger 
and harder, his cock growing up to the top of his underwear. Massaging his erection 
through the material of his shorts with one hand, she cupped his balls with the other, rolling 
him between her fingers as his prick began poking out of the top through the elastic. "Oh 
my," she said in awe.
"Oh please," Donna muttered from across the room. She had no where she could go 
and she couldn't leave, refusing to get closer to Fez's prick than she had to. With nothing 
else to do, and keeping her back to Fez and Jackie, she took off her top and bra and threw on 
her oversized T-Shirt. Covered to the middle of her thighs she took off her jeans and 
underwear and got into bed. She grabbed a book from her bedside table and tried to read 
while Fez was groaning from across the room.
"Oh my," Fez gasped out as Jackie's nimble fingers continued massaging his cock and 
balls. She didn't bother looking up at him, her eyes locked onto the bulge in his underwear, 
her eyebrow cocked inquisitively as she inspected him with her hands. The top of his prick 
poked up from out of the top of his underwear, a small drop of pre-cum glistening on the tip 
as he groaned out again.
Jackie continued running her hands across the bulge in Fez's underwear in a oddly 
detached manner. She looked around it, her head turning this way and that as she studied 
him in a curious manner rather than a passionate one. She reached up and grabbed the 
elastic of his shorts and pulled them down, his proud prick springing forward, bobbing in the 
air in front of her face. "Oh wow," Jackie blurted out as she appraised the large tool, her 
head once again turning this way and that, her eyes wide in concentration as her small 
hands slowly reached up and grasped Fez around the base of his thick, hard, impressive 
Donna peeked out over the top of her book and her eyes went wide in surprise. Fez 
was huge. Just seeing his massive prick made her mouth water and her lower abdomen 
throb in sudden desire. When she had seen him right before he had cum on her face, her 
eyes had been bleary and she only had a good view of the tip of his cock but now she knew 
what her mother had been talking about. Angrily she ducked her head back down to her 
book, refusing to even consider peeking at the perv's prick.
In awe that she had to use both of her hands to get her fingers around Fez's shaft, 
Jackie slowly tugged on his cock. There was already a drop of pre-cum at the tip of his prick, 
her brown head a shade darker than the rest of his shaft and was throbbing in time with his 
pulse. She ducked her head below his shaft to look at his dangling balls and saw that they 
were just as large as his dick which surprised her for some reason since he wasn't nearly 
what someone would call masculine. She went back up and stared at his throbbing, 
bulbous tip, her eyes drawn to the glistening drop of pre-cum.
Her book slowly lowered allowing Donna to see over the top at Jackie inspecting Fez's 
cock. She had never seen the small, dark-haired girl look so serious as the cheerleader 
peered and studied Fez's prick. Her pussy throbbed again as she hungrily licked her lips, 
her eyes continuously drawn to the large dick barely fitting in Jackie's hands as the small girl 
slowly jerked him off. Her book fell from her hands and her fingers slowly caressed her 
chest, the tops of her large breasts as she unconsciously rubbed her firm, pale thighs 
Jackie's only interest in Fez's cock was to see if the stories Donna and Midge had told 
her were true and, to be honest, they had down-sized it. Shrugging her slender shoulders 
she decided that since she'd started there was no reason not to finish. She released her 
hold on her brown-skinned friend's dick, unclasped her bra, shook it off her arms into her lap, 
freeing her breasts, and grabbed his shaft again before licking the pre-cum off of the tip.
Donna chewed her bottom lip as one of her hands slid up beneath her T-shirt and 
grasped one of her large tits, squeezing it hard as she moaned from deep in her chest. Her 
other hand slid down her body and squeezed her warm pussy, her juices sliding down to 
soak her sheets as Jackie swirled her pink tongue around Fez's dark cock-head and he jerked 
like he had just received a electric jolt.
Sucking just the tip of Fez's cock into her mouth, Jackie swirled her tongue around it, 
tasting the salt from his body and making the strange boy groan. She cupped her small 
breasts in her hand, squeezing her hard nipples as she took in the next few inches, barely 
able to make him fit into her small mouth. She massaged the large vein running the length 
of his shaft with her nimble tongue as she bobbed her head back and forth. She released 
her breasts and ran her hands up her friend's thighs as he began rocking his hips, fucking her 
mouth, his cock-head bumping against the top of her throat.
Fez's eyes fluttered as he ran his hands through Jackie's hair, holding the sides of her 
head as he plunged his prick into her mouth and her head bobbed back and forth. "Soooo 
silky," he muttered as he enjoyed the feel of her hair in his hands as he fucked her talented 
mouth and groaned in pleasure above her.
Continuing to chew her bottom lip, Donna watched, more fascinated than she'd admit, 
as Jackie blew Fez and he fucked her face. She twisted and rolled her nipple between her 
fingertips as she slid two fingers from her other hand deep into her drooling pussy. She 
reclined sitting up in her bed, her back on her headboard, her T-shirt bunched up under her 
armpits, her knees spread wide as she watched her friends from between her thighs. She 
groaned lustfully as she watched Jackie take in half of Fez's prick into her mouth, her small 
hands circling the base of his shaft and his balls rocking back and forth with each of his small 
Unable to let herself stop with just half of Fez's cock, Jackie screwed her face up in 
concentration, determined to deep-throat the strange boy's cock. She lashed his prick 
forcefully with her tongue as she thrust her face forward and swallowed around his girth, his 
cock-tip slipping into her throat. She released his cock for a moment, drawing back until 
she could draw a breath through her nose before sliding forward, sucking forcefully and 
swallowing him again. She took a few more inches into her throat that time, bobbing her 
head back and forth, fucking him with her throat.
His knees suddenly shaking, Fez released his hold on the sides of Jackie's heads and 
braced himself against the wall. Bent over slightly, he slid a hand down to his friend's 
slender chest and cupped one of her firm breasts for a moment before she slapped his hand 
away and glared angrily up at him. "Sorry," he said meekly.
Donna slid two fingers along either side of her sizzling G-spot while circling her hard 
clit with her thumb. She pinched one of her hard nipples, pulling it out from her horny 
body, distorting the shape of her large tit before grabbing the large orb and squeezing it 
hard enough for the firm flesh to bulge out from between her widely stretched fingers. 
She grunted in pleasure and then immediately clamped her lips shut but luckily she hadn't 
gotten her friends' attention. It was bad enough masturbating in the same room where her 
friends were and it was worse that she was doing it while her friends were giving and 
receiving a blow-job but the fact that Fez somehow had a role to play in getting her turned 
on enough to do it was the worst thing of all. And for some reason the shame of her 
actions turned her on even more. Unconsciously she spread her thighs wider, exposing 
herself even more to the room.
Fez moaned out above her and broke Jackie's attention and she quickly pulled his prick 
out of her sucking mouth with a loud pop. "Fez, stop talking. It reminds me that you're 
here," she ordered before shoving his cock back into her mouth.
"Sorry," Fez meekly said again. He once went back to gripping sides of Jackie's head 
and began fucking her mouth before she angrily slapped his hands away yet again.
Jackie once pulled Fez's cock out of her mouth with a loud pop. "Stop doing that! 
You'll mess up my hair," she ordered before once again shoving his prick back into her 
mouth. She was going to deep-throat this ridiculously large cock one way or another and 
she didn't want to lose her concentration.
Not sure what to do, Fez looked over at Donna masturbating on her bed and she 
glared back at him. "Stop looking at me!" the horny red-head ordered, the fingers slipping 
in and out of her tight, slick pussy blurring with speed as her orgasm began to approach.
"Sorry," Fez said meekly.
Once again pulling Fez's cock out of her mouth, Jackie stared angrily at it in her small 
hands before taking a deep breath and sucking it back into her defiant mouth. With all of 
her will power she took it into the back of her mouth and began swallowing over and over 
again taking it inch by inch into her tight, clutching throat. She grabbed her perverted 
friend by his hips as she forced him into her throat, her face darkening with lack of oxygen as 
her drool escaped from the corners of her mouth and dripped down to her slender chest. 
Finally, with her nose in Fez's pubic hair and his bloated balls resting on her chin she finally 
managed to take his unusually large prick completely, successfully deep-throating him.
"F- f- fu- fuck- k- k- k," Donna stuttered as she came, her pussy gushing as her body 
twitched, the sight of Jackie swallowing Fez completely burned into her brain.
"Oh geez," Fez blurted out as he came, his thick, hot seed pouring down Jackie's 
tightly clutching throat. She managed to swallow nearly every drop, just a few pearls of his 
cum dribbling out of one corner of her mouth and slipping down onto her slender chest, the 
white of his load standing out starkly against her darker skin.
Jackie triumphantly pulled Fez's slowly softening cock out of her mouth and looked 
down at the small pearl of his cum sliding down the top of her bare breast. She scooped it 
up with one finger and sucked it into her mouth, swishing it around a bit before swallowing 
it. "Huh, tastes like candy," she said with mild surprise.
To be continued…

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