I had gone out to dinner with Mike, Bill, and Chris, three of my friends from work. Well sort of. At one time we had all worked together, but eventually all of us had left the company for greener pastures. We still got together occasionally. They were a lot of fun to be with, and I enjoyed their company.

After dinner, we wandered around down town for a while. At about 11:00 we decided to play a few games of pool. Mike knew a place close by that he liked, and he managed to get us there with out getting lost too many times. When we got there, the place was fairly empty. I bought some balls, and Mike asked if we could use the tables downstairs.

The rest of us didn't know anything about a downstairs, so we just followed Mike. He led us down a little set of stairs into a smaller room which was underground. There were four tables set up down here, but only one of them was being used. Two girls were playing a game on it. We took the table next to them.

Since I had paid for the balls, I decided I was playing the first game. Mike went for beer, and Bill wanted to watch the first game, so I played Chris. I knew it was going to be a short game. I was a decent player, but Chris was truly excellent. I broke and knocked in a ball, but missed my next shot. That made it Chris's turn. He knocked in five balls before missing one. I went again and missed my shot. Then Chris came back and knocked in the rest of his, followed by some insanely complex bank shot where he sank the eight.

I played Bill next. I lost that game as well, but it was not nearly so one sided. That one had come down to us both shooting for the eight. Neither of us ever sank it, but I did manage to scratch the que ball as we tried.

Now Mike wanted to play. Bill wanted a beer, so Mike got me. The game started off well for me. For a while I thought I was going to soundly beat him. But then I knocked the eight in and lost it. It never ceases to amaze me how you can try to knock the other balls in and they never seem to go. But if you look at the eight sideways, it will fall in a pocket.

At this point I decided that it wasn't my night. I got myself a beer and sat down to watch the next game. But I quickly found that I was more interested in the women next to us than my friends game. I was feeling chatty, and they were willing to talk. One of them was named Tracy. She was a petite girl with bleach blond hair, and a nice set of legs. The other was Beth, a slightly taller girl with long brown hair which flowed about half way down her back. It naturally drew attention toward her round ass, which was being show off nicely by the mini skirt she was wearing. She was bare footed, having placed her heels under the table. I assumed she had taken them off because she played better with out them. I tried to imagine what she looked like in them.

I watched them play for a while. Beth was flirting with me. I enjoyed it. She would stand in front of me, lining up her shots, taking great care to bend over and raise one leg off the ground just enough that I could almost, but not quite get a glimpse of her ass peeking out from under her mini skirt.

At some point, probably about 12:30, Tracy decided she had to leave. I didn't want Beth to leave with her, so I asked her if she wanted to play a game with me. She thought about it for a second and waived bye to Tracy. She racked up the balls and said the obligatory "I'm not very good at this, I just play for fun," line.

Beth broke and knocked one in. She was reasonably good, about the same as me, which made it fun to play her. She was also now shamelessly flirting, and that was a blast.

The game came down to the eight ball. We both took a few shots at it, but she was the one to knock it in.

"Want to play again?" she inquired, gloating at me.

"Sure," I said.

I watched her rack the balls back up and an idea came to me. "Hey, it might make the game a little more exciting if we bet a little," I suggested.

She looked at me, considering my offer. "Well, what did you have in mind?"

I looked at her straight in the eyes and said "The winner gets to spank the looser."

I was expecting here to laugh it off but she leaned over and put her face about an inch from mine. "Bring it on," she taunted me, "I am going to whip your butt."

I was psyched. In truth there was no way I could loose. I didn't really care who got to spank who. Either way was great by me.

I let her break. She knocked two. Then I missed my shot and she knocked two more in. It looked like I was going to be getting my ass whipped. But then my luck changed. I knocked in 3 and then she missed her next shot. In the end it came down to the eight ball. I shot and missed, and then she did the same. I missed again.

She looked at me and grinned, "I'm going to knock this eight ball in and then I'm going to give you an ass whipping that will make you cry. I'm gonna do it right here on this table and your friends can watch. I might even let them help sweetie." Then she blew me a kiss.

She lined up her shot. She was being very careful. She took it and landed the eight ball just like she said she would. "Yes!" she yelled as she turned to grin at me.

Then there was a thud as the que ball fell into a pocket.

Her jaw dropped and I started to grin. I made a show of slowly undoing the buckle on my belt and then ripping it rapidly from my jeans. It made a lovely snap as it came out. I stood there with it doubled in my hand. "Now who's going to get their ass whipped on the pool table?" I asked.

She didn't say anything. I couldn't tell what she was thinking. Whether she was excited or scared. I walked over to her. She made no move to run. Then she smiled and blew me another kiss.

I grabbed the back of her shirt and pushed her down onto the table. Her mini was still covering her bottom, so I brought the belt across the top of her legs, right under its hem. I was expecting to hear her scream, but what I actually heard was my three friends going wild. They apparently hadn't been paying much attention to what I had been doing. Now they were quite interested.

"Hey Mike," I yelled, "Think you can help me get her skirt off?" It took mike less than 2 seconds to get over then and yank it down. She had an ass made in heaven. Nice and round. I smacked her it with the belt. It left nice red strap marks.

Every time I smacked her I thought I was going to cum. My friends seemed to fell the same way, judging by the amount of noise they were making.

I was still holding her down with one hand, though I really didn't need to. Beth was not making any move to get away. But I wanted to involve the rest of my friends, so I decided to give them the job of holding her to the table. "Bill, Chris, think you could get her arms?" It took them less time than Mike to get into position. They each had an arm, and were stretching her across the table.

Mike was just standing there watching. I had the belt and 2 free hands. I smacked her a couple more times, right where her ass met her legs. I could tell Beth was enjoying this. She would cry out something about being a bad girl each time the belt kissed her flesh. She was so wet that her juices were running down her legs.

I thought the belt had been enough for play for the both of us. I unzipped my pants and let my throbbing cock escape. Then to the cheers of my friends, I buried it deep inside her pussy. She was a screamer, making lots of noise as I entered her. That made me want her all the more. I enjoy getting feedback.

Mike seemed to take a cue from that and hopped up on the table. He pulled her head up by the hair and placed her face in his lap. Then he unzipped her pants and Beth took him in her mouth.

About this time I came. She had gotten me more excited than I could ever remember being, and I responded by pumping an incredible amount of cum inside her. I collapsed on her back for a second, and then staggered back. I was quite satisfied. She, on the other hand, clearly wanted more.

I took the arm that Bill had been holding, and he got behind Beth and dropped his pants. Bill entered her and started to thrust. Just as I thought he was about to cum, he pulled out. I had no idea what he was doing. I watched in amazement as he pulled a small tube of Astroglide from his pocket. You had to admire a man who traveled with his own supply of personal lubricants.

Beth of course could see none of this. She figured out what was going on when he ran his lubed up fingers down the crack of her ass. The effect on her was electric. "Oh yes yes YES," I heard her yelling as she thrashed around in Mike's lap.

Bill squirted some more Astroglide on his fingers, which he then used to lube up her asshole. He was doing a good job for her, going slow and adding lube and fingers as she loosened up. Beth came while he was doing this, and I enjoyed watching her. I had my hands on her arm, supposedly to hold her down. But in truth, she had absolutely no desire to be anywhere else. I just kept my hands on her because I enjoyed touching her.

Bill applied lube to his cock and slid the head between her cheeks. She looked at me with lust in her eyes, waiting for Bill to enter her. He teased her instead. Pressing himself against her hole but not entering. Beth got tired of waiting and pushed back against him, taking him inside her.

At this, Bill went nuts, thrusting like a madman. When he came, he would have ripped her off the table, if Chris and I had not been holding her down. Bill spent himself in her and fell to the floor.

Now it was Chris's turn. To this point he had had to content himself with watching every else get laid. Now it was his turn, and he was far beyond ready. He entered Beth's soaking pussy with a violent passion.

At this point Mike came. He hollered when he did, filling her mouth with cum. She swallowed every drop he gave her. Mike collapsed back onto the table, and Beth proceeded to lick him clean.

This was all too much for Chris to handle. He shot his load into her pussy and then fell back onto the floor. His cum mixed with mine and dripped out of her.

At this point all the guys were about half conscious as we drifted around in the feelings produced by what we had just done.

Then we heard Beth speak "Anybody up for another game?"