Josh and Lucas were talking in Topanga's restaurant after school a week after the party.

"Hey I know you like Maya and Riley, so I want you to hear this from me... I fucked Maya at the party. I couldn't keep this from you bud. We're friends." Josh said.

Lucas looked at him and he sat there for several seconds before saying, "Well... I haven't told anyone this, but the night of the party, I didn't get sick. I had sex with Topanga." He said as he pointed to Topanga who was at the counter talking to Katy, Maya's mom.

"Whoa. Topanga... Nice." Josh said grinning as he put his fist out for a bump. Lucas bumped Josh back and they grinned before Josh asked to hear what happened. Josh listened, getting hard as Lucas described how he fucked Topanga, and when Lucas finished telling him what had happened, Josh was hiding his bulge in his pants. He turned to see Topanga going on her break and Lucas stood up.

"Hey man. Maya and Riley just texted me so I gotta go." Lucas said as he walked to Riley's apartment. Josh grinned as he quickly stood up and stretched out before subtly walking to the break room and walking in there he saw Topanga sitting on a couch on her phone. Topanga said hey to him as he turned to face the door, which he closed and locked, unzipped his pants and pulled out his dick.

He turned to face Topanga, and her eyes went straight to the hard cock pointing straight at her. Not knowing what came over her, she moved off the couch and to Josh's feet, taking his cock into her mouth as she did so. Topanga's eyes moved up to meet Josh's and she moved her head forward, just as she had done to Lucas. Her tongue slid against the veiny underside of his cock as she immediately started deepthroating Josh.

Lucas had come over to the apartment 3 days after they had fucked, and Topanga remembered how she'd opened the door, and he grabbed her and pinned her against it as walked in, and had fucked her amazingly all over the apartment, ending with her up against the Bay Windows where Riley and Maya would sit and talk, and he kept ramming her ass from behind until he came, filling up her ass with his teenage jizz.

Topanga's mind drifted off a little as she remembered how hot her ass felt, full of Lucas's cum, and she snapped back when she felt Josh's hands on her head, holding her head where it was. Seconds later, she was gagging and dry heaving on his slobbery 6 inch hard cock, stuffed down her throat. Saliva slid down her chin

As she felt her body clench from the heaving, she could feel how thick Josh and Lucas's cocks were, except Lucas's was thicker. Josh released her head and she pulled back, gasping for air as lots of long strings of saliva hung from Josh's saliva coated cock to her chin, lips and tongue. Josh's hands grabbed her head again and filled her mouth with his cock, holding it in there for a good minute and released her head, doing this over and over again.

"Lucas told he likes the way you deep throat him. I've gotta say I do to." He said as he Topanga's eyes met his, his cock gagging her for the fifth time, and released her another minute later. Topanga leaned back, catching her air properly and smiled up at Josh.

"Did Lucas tell you what else we did?" She asked, as she cupped some saliva on her chin and lips and stroked Josh's slobbery cock.

"He told me everything and I plan on doing just about everything he said." Josh replied as he grabbed Topanga and pulled her up. Topanga was in her thirties but damn was she fine. He threw off his shirt and took off his pants and Topanga quickly threw her blue top off and removed her jeans and she took off her bra and panties, and Josh grabbed her and spun her around. He pushed her against the door, her tits pressed against the cold metal and his slippery cock rubbed between her thighs. His hand moved around and rubbed her pussy, shoving his middle and ring finger inside her and moved his hand back and forth like he was cutting something with a saw.

Topanga's hips rolled back as she orgasmed on his fingers seconds later, moaning loudly as she felt Josh press the tip of his sloppy cock against her exposed pussy. The round head disappeared and immediately so did the rest of his cock as he thrusted forwards. He felt how tight Topanga was and groaned as he felt her nether lips clench around his cock as he went balls deep inside her.

Josh's pulled out his fingers, dripping with her juices and tasted them. He grinned as he tasted the sweetness and he kept pounding into her pussy, each thrust making a clap sound fill the room and he kept fucking her until she moaned again and Josh felt her pussy tighten around his cock and she came on his dick, her juices making his cock even slicker as it mixed with her saliva. Josh pulled out, spun her around, and moved her to her knees and moved his cock inside her mouth, giving her a taste of her sweet sticky juices.

Topanga's mouth was wide open and she felt her head pressed against the door as he kept fucking her face until he was ready for something else. Josh pulled her up and brought her with him as he sat on the couch. Topanga moved on top of his lap and Josh licked her nipples, biting and nibbling on the tips, making Topanga's nerves feel like they were going insane, making her cream on Josh's cock several times as she rode him.

Josh sat there as Topanga rode him for several hot sensual minutes and he quickly pulled her off of his cock and moved her to the metal shelves of supplies on the wall. He bent her over and pinned her hands on the railings, using his hands to hold hers there and he aimed his cock for her tight ass. Josh plunged forward and Topanga gasped, her back arched as her ass was filled with a thick cock and stretched.

Josh started pounding into her ass, holding nothing back. The forceful thrusts caused Topanga's and his hands to shake the shelves, knocking over cans of whipped cream, salt, sugar and more ingredients.

Katy knocked on the door and Josh was glad he'd locked it earlier.

"Topanga? Everything ok in there?" She asked.

Josh kept fucking Topanga and she struggled to speak without moaning as she answered back,

"Yeah Katy I'm fine just knocked over something." She replied and Katy left to take the orders of the customers at the counter.

Josh pulled out of her and spun her around. He pushed her up against the shelves and kissed her, they were both sweaty and as Josh kissed her, his hands grabbed her tits and she moaned in his mouth. Her leg went up and Josh dropped his hands to grab her thighs and she wrapped her legs behind his back as he lifted her up. Josh's cock was between his and Topanga's body and he lifted her up and one of Topanga's hands went down to aim his cock up.

Josh dropped her down and Topanga's head fell back, her hair tickling his hands as she moaned with passion, Josh's cock stretching her pussy out as she took him all the way inside. Josh kissed her areolae, and bit down hard and Topanga's head snapped forward as she felt him give her a hickey right above her sensitive nipples. Topanga's body shuddered as the stimulation from Josh's lips and him bouncing his body on his dick made her orgasm so hard. Josh bit hard on the top of her right nipple, giving her hickeys on both of her tits.

Topanga had another orgasm nearly 3 minutes later. Within those 3 minutes, Josh had planted 3 more hickeys, leaving his mark on her torso, her shoulder and Topanga leaned back and he planted one on her stomach. Topanga unwrapped her legs behind Josh and he lowered her, her legs shaky she was amazed he hadn't cum yet.

"You planning on cumming anytime soon?" She asked.

"Yeah. As soon as I fuck that ass again." He said as he slapped her ass and he bent her over.

"Give me your hands." He said as he aimed his cock at her ass. Slowly, he pushed and pulled the head of his cock, wet with saliva and pussy juice and Topanga brought her arms back. He grabbed her wrists and pulled them back and thrusted forward at the same time. He pushed his cock into her ass and quickly fucked her ass repeatedly until he felt his cock pulse. He pulled out and told Topanga to lay on her back as he let go of her wrists. She rolled over and Josh straddled her chest and jerked his cock off.

He aimed for her body and sprayed, his cum shooting out in long thick clear ropes and they landed on his target. Her stomach was practically covered with three long ropes, several ropes had hit her tits and partially covered them. He stood up when he was done, the last drops landing on her belly. Slowly, he stepped back and Topanga licked some off her fingers.

Suddenly they heard another knock, it was Katy.

"Topanga? It's been 45 minutes. It's time for me to go on break, are you ok." She asked.

Topanga froze for a second and looked at Josh. "Yeah, I'm good. I'm just talking to Riley give me a minute." She said and looked for something to wipe off the cum, asking Josh to help her find something.

"There's no time." She said after they spent a minute trying to find a rag or something. She decided to just get her clothes back on but she couldn't find her bra or panties, Josh had moved them under the couch. She gave up trying to find them and just put her clothes on, getting them stuck to her skin from the cum.

He smiled as he got his clothes back on and hid behind the door and Topanga opened the door, shifting the blue top to hide the hickey on her shoulder. She opened the door and smiled as Katy appeared there about to knock again.

"Hey Katy. Can you find the cinnamon in the backroom." Topanga said, pointing behind Katy.

"Yeah sure." Katy said turning around and she went in.

Josh quickly ran out of the room and winked at Topanga as he passed her and Katy came out, holding one of the bottles of cinnamon and Topanga took it.

"Thanks. Have fun on break." Topanga said as she put on her apron and got behind the register to work again.

That night, she dreamed of Josh and Lucas fucking her and she touched herself as she laid in bed. Little did she know that in two days, her dreams would come true.