Suite Life Of Zack And Cody: Part 2 - Taken To The Max (mmf,first,reluc)
by George Francis ([email protected])

It had been a week since Zack and Cody had sexually pleased each other. And
ever since then both of ther minds seemed to be on one thing. SEX! Not with
each other this time. Neither one of them was really gay, and also they
weren't brave enough to engage in any gay sex. So they were both still
virgins. The boys wanted to have sex with a girl. Both of the boys thought
Maddie was really sexy, but knew she'd never go along with it. London was
stupid but would never do it. After some time the twins realised who could
work Max.

Max was the boys age and was a real tomboy. She was really good at sports and
was a great hip-hop dancer. In fact she was often mistaken for a boy. Max had
once kissed Zack after a basketball game, but apart from that she was just a

Zack and Cody invited Max up to their suite to hang out. Their Mom was
singing downstairs so she wouldn't be back for a while. When Max arrived the
boys put their plan into action. They hung out for a while, shooting the
breeze, until the boys steered the conversation onto more romantic matters.
Talking about how they'd never been with a girl, and getting Max to confide
that she'd never been with a boy.

Cody: I mean I wonder what it's like.

Zack: Yeah! Wouldn't it be great if you could just get it out of the way!

Cody: Sure would.

Max: I don't know. Aren't you supposed to wait? (Catching on)

Zack: For what? We're friends?

Cody: If it's gonna be with somone, it may as well be with someone you like!

Zack: And can trust.

Max: I don't know...

Zack: It's no big deal. Look...

And so to prove that sex was no big deal, the boys nonchalantly took their
clothes off untill they were in nothing but their boxers.

Cody: See! No big deal!
Max: Well... (hesitantly)

Max shyly lifted her shirt above her head and off, she didn't wear a bra so
her tiny breasts were immediately visible. The boys could see in her face
that she was really nervous she had her head down and was throwing them quick
glances. Cody ran his hand through her hair while Zack rubbed her chin and
gave her a kiss on the cheek, Max brought her head up and let out a giggle.

Each one of the boys hands rubbed Max's smooth stomach before finding their
way to her budding breasts. This was the first contact her developing body
had come in contact with foreign hands, the sensation was strange to her but
she liked it. Zack brought his head to Max's left breast, tracing circles
around her nipple and flicking the nub with his tongue, Cody took the other
breast sucking down hard on her right nipple, her breast was practically in
his mouth completely. Max squirmed on the coach as she watched the two blond
haired boys' foreheads rub against each other as they gave her body their
full attention. Every minute or so one of the boys would bring his head up
from her tits and put their tongues in Max's mouth, which Max found she
really liked!

The two boys were wearing only their boxer shorts and it was clear that they
were enjoying themselves alot, each sporting a bulge between their legs.
Max's hands soon found their way to the boys hard-ons and started rubbing
them through the fabric. Cody placed his hand into Max's pants, and started
rubbing his hand against her panties. He was surprised at how warm it was,
and that it was a little damp down there. In fact Max had never been so wet
in her life.

It was Zack who finally decided to move things to the next stage. He moved
off Max and kneeled down on the ground. Cody saw what his bro was doing, shot
him a smile and joined him on the ground. Zack placed his hands on Maxs hips,
gripped his fingers around the waistband of her white combats, and slowly
pulled them down her legs leaving Max in nothing but her blue spotted, pink
panties. These didn't stay long as Cody removed them nearly as soon as they
came into view, this left on show a small triangular patch of brown pubic
hair visible above Max's virgin pussy. And so for the first time Max was
completely naked in front of a boy...actually two boys!

She looked down at Zack and Cody kneeling before her, they looked at each
other then back to Max and licked their lips. Max giggled again and spread
her legs a little bit. Zack looked at Cody and raised his eyebrows, the
message was clear "Both of us will never fit in there". They decided to help
Max a little, they moved her back a bit, lifted her legs in the air and got
her to hold them up with her hands by her ankles. Now they had much more room
to work with.

Although they had sucked each other off,they weren't quite sure how Max
worked. They decided to do what they did last time and let instinct take
over. Zach spread Max's lips open and ran his tongue along the slit while
Cody sucked on the top of her pussy. This was a completely new feeling to
Max, the second their tongues made contact on her, she shivered .And she
was now moaning deeply to herself, rubbing her tiny breasts.

Zack was after quickening his tongue movements, which were now deep inside
Max, and Cody had unwittingly found Max's clit and was giving his full
attention to that. Max was now thrusting her hips in motion with the twins.
She was letting out little yelps of pleasure, and was getting a burning
feeling. She felt like she was going to explode. She started to breath
through her nose heavily, and let out pants in quickening succesion. Finally
she could hold on no more...


Her eyes closed and her body started shaking, she was having her first
orgasm. When Zack and Cody brought their heads up, their faces had a
glistening sheen from Max's fem-cum.

"Oh God! That was great! I mean, oh man!" panted Max.

Zack and Cody seemed pleased with themselves, but they both knew they weren't
finished yet. The boys slipped out of their boxers, revealing their identical
5 inch dicks.

Cody decided he would go first, he positioned his cock to Max's pussy and
prepared for the plunge. Zack moved around to Max's side, and started kissing
her. Cody eased himself in, his helmet was slowly pushing into Max. Max
started to let out little gasps, this was her first time as well so it was
hurting a little, but it was nice as well.

Once Max's cherry was popped, Cody found that he was able to move much
easier. Max had been loosened up from the licking the twins had given her
earlier. Cody's hands were on Max's hips and he was thrusting forward, with
a self-satisfied smile on his face. Zack was playing tonsil-hockey with Max
and his hands were slowly caressing her tiny tits, while Max's right hand
had found her way to Zacks dick and was jacking him off.

All that could be heard in the room, were Max's muffled groans in Zack's
mouth and the slapping of Cody's balls against Max's ass. Cody's hard work
was paying off, it wasn't long before Max had cum again. Zack knew it
happened when Max's head started shaking and she started jerking his dick
a little faster. Zack couldn't hold any longer, his balls were aching. He
stood up and started beating himself. Max looked up at him and licked her
lips. Zack quickened his pace. As Cody fucked her pussy, Max tilted her
head back as Zack shot jet after jet of his cum onto her and face and chest.

Seeing his twin blow his load onto Max was the final straw for Cody. Letting
out a little grunt, he came inside Max. Max groaned as she felt the warmth
shoot up inside her. (Although uneducated in sex, she knew to get pregnant
she had to have her period, thankfully she hadn't had hers yet. So, no akward
situations 9 months down the road here!)

All three kids were beat. The air in the room was warm and sticky, but they
felt great. Cody and Max had lost their virginity, but now it was time for

As Max had Cody's dick in her mouth and as Zack fucked her from behind, she
couldn't help but think that she had never felt like such a girl in her life!


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