Part 2 is here! Had a lot of fun writing this one! Enjoy!

*Obligatory 'Don't Like, Don't Read' warning*

HEAVY SMUT AHEAD

The midday sun had just disappeared behind a single cloud when Mike left the pool, his pale skin erupting in chills as a cool breeze swept through. His girlfriend followed close behind, the young Hopper girl shivering as she wrapped herself in a towel. The couple entered the house and headed straight for the kitchen, desperate for a scoop (or four) of ice-cream Steve had boxed up from work especially for today.

Outside, Will glanced around curiously. "Where'd Lucas and Max go?" he asked his friend.

"Probably sucking face somewhere," the curly-haired boy responded.

"Right. Stupid question," Will muttered. "Those two really need to learn how to control their hormones."

No matter where they were, they could guarantee that at some point the pair would slip away, only to return ten minutes later with ruffled hair and flushed faces. Mike and El had done it on occasion too, the difference being Max would never casually announce she had just been sucking on her boyfriend's tongue like El would.

Just as the blinding sun re-emerged, Dustin trudged out of the water and began drying himself off with a towel.

"Where are you going?" Will asked.

"Steve said he's got this big ass inflatable that can hold like ten people!" Dustin told him excitedly. "I'm gonna go ask him where it is, gather up the lovebirds and then we're gonna tear this shit up!"

Will laughed at his friend's theatrics as he floated around in the water, the Byers boy now left on his own.

Will was enjoying having the pool all to himself when he realized it had been fifteen minutes since he'd seen any of his friends. Hauling himself out, he draped a towel over his shoulders to catch the drips from his hair, which was now slicked back on his head thanks to the water, making a stark change to his usual bowl cut.

He stepped through the patio doors and into the kitchen, finding it deserted. Immediately, his ears picked up a strange sound. Attempting to find the source, Will ventured further into the house before stopping dead in his tracks when he opened the living room door.

The Byers boy was treated to a back view of his naked best friend as he drilled into his girlfriend. She was lying on her back with her eyes closed, meaning she was unable to see their silent spectator.

Will chose not to alert them of his presence, choosing instead to simply stand and watch. His rapidly hardening cock was very much enjoying the delicious sight of the Wheeler boy's ass moving back and forth. He thought about what it would be like to bury his face between Mike's tight pale butt cheeks, unaware that the chances of that actually happening were higher than he would've thought.

A half-whimpering voice snapped him out of his daze. "Hey- huh! Mmm... hey, Will!"

Byers felt his cheeks heating as he made eye contact with the naked couple who were staring right across at him. Mike was blushing too as he stopped moving but his girlfriend seemed unfazed.

"I-I was jus-" Will struggled to form words.

"It's okay, Will," the girl told him, know able to speak without the interruption of a cock pounding into her. "You should close the door, though. Someone might hear us."

Face still flushed, Will nodded and turned to leave. The door had almost closed behind him when El spoke again.

"Wait! I meant with you on this side of it!" she said with a giggle.

Will simply stood there, his mind trying to process what the girl had just said to him.

Mike turned to El, a look of shock on his face. "El, a-are you... are you sure?" he whispered, making sure his friend didn't hear.

"I'm sure, Mike," she told him. One of her hands was rubbing his butt in what seemed to be an attempt to reassure him. "Is that okay with you?"

The Wheeler boy stuttered at her question. "Uh... y-yeah... that's... yeah, t-that's okay," he managed to say.

El looked over at Will who was still standing at the door, her eyes wandering down to the obvious tent in his shorts. "Come over here," she instructed.

After clearing his thoughts, he closed the door behind him, locking it for good measure. He walked over to El, the girl now moaning again as Mike resumed his thrusting. Not knowing what to expect, Will was surprised when El pulled down his trunks, revealing his throbbing five-inch erection to her. Without a word, she leaned forward and took his entire shaft into her mouth.

"Ugh... oh, god," he panted as his best friend's girlfriend began giving him his first blowjob.

Mike repeatedly slammed his cock into El's pussy, making her moan around Will's erection. She stopped after a few minutes of deepthroating him to lick across his swollen tip and collect up any pre-cum that was leaving his slit.

As Mike began to pick up the pace, El shoved Will's dick back into her mouth, her head moving faster than before as she attempted to match the speed of her boyfriend's thrusts. The Hopper girl was loving the feeling of their ballsacks slapping against her skin - Mike's hitting her thighs and Will's her chin.

Wanting to change things up, she pulled away from Will's cock and spoke up. "I think you should fuck Will's butt," she told her boyfriend, earning shocked expressions from both boys.

El looked over at the stunned Byers boy. "Is that okay, Will?"

The boy nodded shyly before Mike spoke to him.

"Are you sure?" Wheeler wasn't objecting in any way, he just wanted to make sure his friend was okay with his girlfriend's erotic suggestion.

Will nodded again, this time more excitedly than before.

El smiled at the responses to her idea. "Keep going, Mike," she instructed. "Will, come here and sit on my face so I can get you ready for Mike."

Both boys obeyed. Mike resumed fucking El as Will planted his knees either side of her, his back facing the horny girl. El gripped his thighs and pushed him down, letting her face settle between his asscheeks.

Mike watched in awe as his girlfriend rimmed his best friend. The Byers boy moaned loudly as her tongue swirled around his entrance, getting it slippery and wet.

"Shit! That feel good, Will?" Mike teased. "You like my girlfriend eating your ass?"

"God, yeah... oh fuck!" The moans became louder as El's tongue pushed its way into Will's asshole. "Shit, Mike! She's licking my ass really good! Mmm... fuck! Pull out of her. Let me suck your cock."

Not needing to be told twice, Mike did as he was commanded. He stood up on the sofa and pushed his dick into Will's open mouth. His cock was slathered in El's juices, not that Will cared. If anything, it just made it the whole experience even hotter.

Mike wiped at his sweaty brow as his best friend began sucking him off. "Oh, shit! Yeah, keep going, Will. Get my cock ready for your ass."

Mike looked down to watch Will grinding his butt on El's face, moaning as she slurped on his wet asshole. His attention was brought back when Will started sucking on his sack.

"Fuck, Will! God, that feels so good! Keep sucking my balls."

Luckily for him, Will was planning on continuing regardless. He reached up to jerk the five-and-a-half-inch cock above him, his fingers quickly getting sticky with pre-cum as he guzzled down on Mike's balls.

El gently tapped Will's side, signalling for him to move. Small drops of saliva spilled from between Will's butt cheeks as he lifted himself from El's face. He released Mike's sack from his mouth and got down onto his hands and knees.

Mike got into position behind Will and eased his cock into his friend's tight asshole.

"Ugh, fuuuck... shit!" Will groaned as a dick entered his ass for the first time. He'd fantasised about all three of his best friends' cocks filling him up countless times but never did he expect it to actually happen.

"Oh shit, Will! Your ass is so tight around my dick! Are you okay? Should I keep going?" Mike asked, hardly able to control his astonishment.

"Y-yeah... fuck! Keep going, Mike."

The teen did as he was instructed and began driving his cock in and out of Will's butthole.

"Ugh... oh, shit! Fuck my ass, Mike! Oh, god. Don't stop. Keep going!" Byers moaned loudly.

El placed herself down in front of Will and pushed back so that her butt was in his face. Will took the hint and placed a hand on each of her soft asscheeks before burying his tongue in her dripping pussy, his constant moaning rippling through the Hopper girl's body. Will let his tongue travel up to El's smaller hole and began licking all around it.

"Mmm... that feels so good, Will! Keep doing that," she instructed.

The Byers boy had no choice as each thrust from Mike was sending his tongue deeper and deeper into El's ass.

Mike had made a point to leave Will's cock untouched so as not to send him over the edge too soon. But now, he could feel his own finish gaining on him as his throbbing erection twitched inside his best friend's butt. Realizing there were so many more sexy things the three horny teens could do together, Mike slowly pulled his cock from Will's asshole and slumped down onto the sofa, allowing his approaching climax to fade. Will groaned as he was left feeling empty, in doing so pulling his mouth from El's butt.

Turning herself around, El smirked as she thought up their next position. "I want feel both of you inside me," she told them. Without giving them time to react, she straddled Mike and slid down on his dick, letting him fill her pussy once more. Their moans became muffled as the young lovers embraced in a deep kiss.

Leaning down onto her boyfriend, El pushed her butt up, swaying it enticingly as she invited Will to join them.

"Huh! Ah! Ooh!" El cried out as Will's cock entered her tiny asshole, the feeling of being doublestuffed leaving her short of breath. Both boys quickly developed alternating thrusts, with one pushing in as soon as the other pulled out.

"Mmm... god! Your cocks are filling me up so much!" El's voice was noticeably strained as it fought through the moans and whimpers that were escaping her throat. "I'm close, Mike! You feel so good inside me!" She turned to face the other boy, who was busy sawing his cock in and out of her tight butthole. "Keep fucking my ass, Will! It feels really good!"

A few small drops of water ran from her wet hair and across her back, eventually dripping down onto Will's hard member.

Suddenly, El's body shook, causing her pussy and asshole to tighten their grips on both shafts. She screamed a mixture of their names as she came, splashing Mike's cock with her juices.

Both boys kept on drilling into her, each one eager to finish in the warm hole they were currently fucking. But despite her orgasm, El had other plans. She leaned over to Mike, but instead of kissing him, she whispered into his ear.

Wheeler's eyes widened at her words and he nodded apprehensively before slowing his movements. Unsure of what was happening, the other boy came to halt as well.

El turned to Will and spoke the words he thought he'd never hear: "Do you want to fuck Mike's butt?"

Byers stared at the girl, dumbfounded. After a moment, Mike's voice sounded. "It's okay, Will. I did it to you, so you can do it to me if you'd like?"

"Y-yeah, okay." Will tried to make it sound like he wasn't about to burst with excitement.

El groaned as both cocks slipped from her holes.

After deciding some preparation was in order, Will sat up on the arm of the sofa. Mike crawled over to him and took his five-inch cock in his mouth, making it even wetter than it already was.

At the same time, El got down behind her boyfriend. She brought her fingers up to her mouth to spit on them before rubbing them over Mike's tight hole, causing the Wheeler boy to moan as Will fucked his mouth.

Wanting to taste her boyfriend, El buried her face in Mike's ass and began eating him out. From where he was sitting, Will could see her hands spreading him open as she relentlessly tongefucked his asshole. After a few moments of sloppy licking, El looked up to see Mike sucking Will's balls and jerking his cock. She smiled at seeing the boys enjoying themselves and returned her tongue to Mike's wet opening.

Letting his tongue travel down to Will's asshole, Mike gave it a few licks before returning to his tight sack and eventually wrapping his lips back around his moaning friend's hard cock. After a few more sucks, he pulled his mouth off Will and repositioned himself.

Kneeling up on the sofa, Mike placed his hands on the wall and jutted his lower half out as Will got into position behind him. El assisted by grabbing Mike's asscheeks and pulling them open, giving Will full access to his prepared hole.

Wheeler grunted and groaned when Will's full five inches were crammed into his butthole. El worked to increase his pleasure by stroking his aching cock that was hanging between his legs.

Will slowly pulled backwards, letting most of his slick shaft slide out until just the tip remained before slamming his whole length straight back into Mike's butt.

"Ugh, fuck! Oh god, Will, that feels so fucking good!" the Wheeler boy moaned loudly.

Unfortunately for El, Mike's current position meant her mouth wasn't able to reach his cock and that simply wasn't good enough for her.

After she had expressed her displeasure, Will pulled out and moved to sit on the sofa. He beckoned Mike over and watched as the dark-haired boy sat down on his spit-soaked cock, his back facing him. He was slightly disappointed he couldn't see the look on Mike's face as he plowed his ass but considering where he was right now, he could hardly complain. He was, however, still able to hear Mike's loud moans when El closed her mouth around his throbbing erection. The Hopper girl was forced to move in time with her boyfriend as he bounced up and down and Will's cock.

El could sense the boys were close to finishing and decided to spend what little time they had stimulating them as much as she could. She started by focusing on Mike's balls, using her hand to cram both into her mouth at once. After only a few seconds of sucking, she moved down and swallowed up Will's ballsack before switching back to Mike's. She alternated between the two for a minute before realizing both boys were about to reach their climaxes.

"Oh, fuck, Will! El, I'm gonna cum! I'm gonna-" Mike's words were forced out between long, drawn-out moans.

El forced his entire cock into her mouth just as he erupted, strings of hot cum hitting the back of her mouth and spilling down her throat.

Will groaned as he came too, his cock spurting thick ropes of cum into Mike's ass as he relentlessly pounded into him.

El pulled away from Mike's spasming cock, resulting in a few bursts of his jizz hitting her directly in the face. Now covered in her boyfriend's load, she lowered her head and began licking long stripes up Will's cock, slurping up the trails of cum that were dripping down from Mike's asshole.

Will kept himself buried inside his best friend as they both rode out their orgasms, all the while panting and moaning breathlessly.

Once they had finished, they detached themselves, allowing El to clean their soft cocks, as well as Mike's cum-filled ass, with her tongue. Only after she had swallowed down every drop of their loads did she collapse back down onto the sofa and let her head rest on her boyfriend's chest, listening to his heart thumping against her ear.

Standing up, Will walked over to his crumpled trunks and leaned down to put them on. Licking his dry lips, he turned back to his friends.

"I-uh... I could use a drink. You guys coming?" he asked, almost as if the trio hadn't just been fucking each others' brains out.

"I think we're just gonna stay here for a bit. We'll be out soon," Mike told him. "If anyone asks, can you just tell them El was tired or something?"

Will nodded and left, leaving behind the sweet smell of sex that had been filling his nostrils for the past twenty minutes.

Making his way into the kitchen, he poured himself a glass of water and gulped it down in one. He closed his eyes and let out a deep sigh, his breath still catching up to him. His eyes opened almost immediately when a series of splashing sounds caught his attention. Two voices accompanied them, but their words were drowned out by the sound of the water.

Will followed the noises outside and swiftly came to a halt when he found their source.

Lucas was standing up in the water with Max's legs wrapped around his waist as she bounced up and down on his cock. Her swimsuit bottoms were pulled aside, giving Will a clear view of her ass each time it left the water. Their moans were barely audible underneath the constant splashing that occurred every time Max's butt made contact with the water.

It took a few moments for the pair to realize they were being watched. Instead of covering themselves up, the couple stayed in position, completely frozen by their friend's sudden appearance. Lucas fully expected Max to dismount him and awkwardly try to convince Will not to say a word about this to anyone. But as it turned out, the redhead had a very different idea in mind.

"Looks like we have company, Stalker!" she giggled, loudly enough for Will to hear. "It's not fair we should take up all the pool. What do you say we let him share it with us?" she suggested, her lips twisting into a devilish smirk.

Eyes wide, Lucas thought her question over for a few seconds before nodding discreetly.

Turning to Will, she eyed him suggestively. "Care to join us, Will?"

The boy responded simply by dropping his shorts, his cock now fully hard again and ready for round two.

Smirking, Max found her eyes fixed on Will's tight butt as he walked over to the steps and climbed down into the pool...

Back inside, Mike and El lay resting in each others' arms as, directly above them, Dustin was sprawled out face-down on the bed, trails of cum dripping from his freshly-fucked asshole...

Hope you enjoyed! I realize that, in my other stories, I've been unintentionally neglecting Mike, Will and El in favor of the others so hopefully this chapter made up for it! I really enjoyed writing for these three, especially Will!

Sorry if the timeline is a bit confusing. I thought it'd be more interesting to have some of these things all take place at once. Those last few sentences have just set up the next two chapters and I can't wait to write them! This is definitely my favorite story yet! Chapter 5 will be the finale and will certainly be the most ambitious thing I've attempted so look forward to that!

As usual, thanks for reading and I'll be back with Chapter 3 very soon!