29 comments/ 190013 views/ 6 favorites Joanna By: east76th "Hold, Gil, right there. Let me get used to it." I complied with a low, pleading moan, pulsing wildly inside the first asshole ever to grip the head of my erection. Nerve endings I didn't know I possessed screamed for me to move, but I listened to Joanna Hathaway, who a scant half-hour prior to positioning herself prone on the floor and offering me her ass to plunder, had unbuttoned my plaid shirt and pilfered my virginity with a sweet vengeance. Joanna exhaled rhythmically and lifted her pelvis off the green pile carpet. Like a delectable magic trick, her porcelain ass rose and stole another two inches of my engorged cock. "Gil, God. You're stretching me baby, you're stretching my little ass. Yes, sweet boy, yes. More!" Inflamed by her words, I tossed my head like a bull intent on charging and moaned. Sweat sprayed from my hair and dripped from my chin onto her back, where sinuous muscles writhed like snakes beneath her alabaster skin. I watched the sweat pool in the dimpled recess of her lower back then brought my gaze up to her long raven hair, strands of which were plastered to her flushed profile. With a feverish prayer to the gods of longevity, I eased my 19-year-old cock into her perfect 39-year-old ass until my pelvis met the plushness of her cheeks, where I released a pent-up breath I hadn't known I was storing. She led me from below as I held still as stone to avoid prematurely anointing her bowels with my cum, insinuating her ass against me in deliberately dawdling semicircles while I sucked on the back of her neck to keep from screaming. I was in her power, and when I saw her teeth clamp down hard on her own slender forearm to avoid sobbing out her joy and heard her ragged breathing, I felt a measure of that power in me. She wrenched her teeth from her arm and bared them like an animal, her movement revealing a mold of perfect orthodontry on her skin. "Please, Gil, fuck me," she rasped. "I need it so badly. Let yourself go, fill my ass with your cum. I want to feel it inside of me all night, moving when I move, drooling down my legs when I walk." I heard her somehow above the roaring in my ears. Backing off a little, I thrust forward, forcing a small cry from her throat. Gaining confidence, I began pulling back even farther, leaving only the swollen head inside her ass before plunging in to the hilt. I kept up that rhythm as her cries became first guttural moans, then savage shrieks. "Make me cum, baby, just like that, fuck my ass hard. Please don't stop, don't ever stop fucking me. Don't ever --!" Her words proved too much, as with a half roar, half whine, I exploded deep in her ass as she began jerking spasmodically beneath me. She went suddenly silent. Her mouth opened wide and her eyes grew huge as her spasms overtook her. She bucked hard in prolonged orgasm, her strong body twisting while her well-used asshole clenched and unclenched around me, milking me involuntarily. I held her tight as she spasmed, until she was finally able to draw a breath. Our harsh breathing filled the room as we struggled for air. I peppered her neck with wispy kisses as small aftershocks shook her body, squeezing my cock as it shrunk inside her enlarged hole. I was covered with sweat, utterly spent, and my knees were rubbed bloody from friction, but I was in love and lust and felt better than I ever did before or would after. * * * Rain runs in rivulets off my black umbrella and falls between my black loafers, which are a quarter-inch deep in muddy grass and as inadequate for this November funeral as my pornographic thoughts. One hundred changes of season after last seeing, touching or talking to Joanna Hathaway except in dreams, I have crossed the Atlantic Ocean to see her buried. I stand on the periphery of the somber crowd as she is lowered into the ground, holding my solemn gray homburg in front of an enormously inappropriate hard-on. It has been so long, yet I know beyond a shadow of a doubt that above all others reactions to her passing, it's mine that Joanna would appreciate most. I live in Italy. I am a successful writer. I am, essentially, what, in one glorious watershed week, Joanna Hathaway made me. She was the first person to call me Gil. Until then, I'd progressed through Gilbert, the only son, Gilbert, the skinny kid, Gilbert the nerd with the glasses and finally, Gilbert the kid on scholarship. It was as the last that I met Charles Hathaway in the fall of 1978 at Brown University. Whatever ironist in housing thought to pair the lower middle class, shabbily dressed Jewish boy from Coney Island with his rich, popular polar opposite unwittingly did me the biggest of favors. As the saying goes, for the first two months I roomed with Charles' luggage. I occasionally caught a glimpse of him when I returned from a morning class, passing his body sprawled fully clothed across his bed as I went to record my thoughts in an ever-present journal. Sporadically, with a grunt hello, he'd wake and crawl into the shower, but he usually slept until after I'd left for my afternoon classes, and was gone when I returned. Charles came to me for help with his neglected studies about two weeks before finals. Truthfully, I was flattered just to be in his orbit. But I coolly suggested that if he was serious, he go introduce himself to his professors and get back here so we could get started. To my surprise, he was determined; and I found myself tutoring a diligent and hardworking student who somehow passed all of his final exams. Either as a thank you or because he saw how lonely I was, Charles invited me skiing in Vermont over the weekend with him and his family. I opened my mouth to politely decline and heard myself agree to go. The memory of that trip has outlasted two wives and more interludes than I care to remember. Charles and I drove down together on a gray Friday afternoon, passing a silver flask bearing a monogrammed "C.H." between us. We chatted casually throughout the ride, neither too cautious nor personal. More like two people stuck on a slow line amiably passing time. We finally arrived in front of the quintessential log cabin – if it had been built by the Astors. Smoke rose from one of the many chimneys. It looked, I wrote later, like someone had moved Buckingham Palace into the woods. There was a sleek, expensive-looking silver car in the long driveway. "Looks like my parents are already here, put the flask in the dash." Charles said. Before Charles could even kill the engine, the door flew open and a ponytailed 14-year-old Abercrombie & Fitch ad charged out the door screaming his name. "Jenna!" Charles shouted, and caught her in his arms for a bear hug. God, I thought. Are these people for fucking real? In quick succession, I met his father – an amiable, tanned Charles with a slight paunch twenty years in the future, and two greyhounds, named Donner and Blitzen. Really. We brought in our bags and were shown to separate rooms. Mine was as genuine a representation of wealthy rustication that has ever existed. I had my own fireplace, complete with burning fire, which lay across an expanse of hunter green rug so thick that it obscured my shoes. I stretched out on the queen-sized bed and groaned in pleasure. So this is roughing it. Strange, it looked tougher on Little House on the Prairie. I moved closer to the fire, pulled out my journal and wrote until Charles burst in, arms laden with skis, poles and other foreign paraphernalia. My stomach filled with dread and I began to protest. "I don't want to hear it, Gilbert. You're here, you ski. House rules." An unfortunately quick half-hour later, I had exchanged my glasses for goggles and my seat by the fire for a perch atop a windy, icy mountain. To my out-of-focus eyes, the slope before me looked precipitous, even as Charles and Jenna assured me that this was the one they'd learned on. Jenna, in fact, was stunned to hear that someone my age had never skied. She looked at me like I was a rather fascinating museum exhibit. "Really never?" "It's OK, I'll be fine. I've played a lot of ski ball." She gave me a vague look, then flashed a dentist's dream of a smile. "Well then," she enthused, digging her poles in and sliding herself forward, "Let's go!" * * * The ride back from the hospital was rather pleasant, actually. The pain pills left me in a sort of dreamy haze, which gave the nighttime foliage an ethereal quality they would have lacked had I been straight. All in all, I can't say I was too disappointed. A dislocated thumb – not my writing hand – was a small price to pay to avoid having to hurl myself down the side of a mountain every day for the rest of the week. I looked forward to long nature walks with the dogs, pages of writing and extreme country solitude while the others risked life and limb. "Sorry I ruined everyone's day," I said. Charles' father laughed. "Don't worry about it, we have all week. Besides, it truly was worth it to see you submarine Mrs. Nance like that. She's been altogether too smug since her second cousin married a Kennedy. But you know, you really should have told us you couldn't ski." "Yes, how silly of me." The ride home was no more than a half hour, but my hand had begun to throb a little by the time we pulled into the driveway, which was now home to a sporty red MG. "Mom's here," Jenna singsonged. The big wooden door to the house opened and I got my first look at the feast that was Joanna Hathaway. Let me say that although I was a virgin, I'd had my fair share of sweaty gropes and desperate party bedroom fumblings. It was the 1970s, after all, not the dark ages, and even a nerd can find someone lonely enough to kiss from time to time. But none of my unformed fantasies centered around such mundane practices. I wanted wild, no holds barred porn sex. I was convinced that wild mirror-on-the-ceiling sex flourished everywhere that I wasn't. But until then, mothers were as far from my sexual longings as the moon was from the window of my Brooklyn bedroom. Only once had I ever looked at a mother as anything except a source of a sandwich. Five years ago, doing homework over at Jason Pitkin's house, Mrs. Pitkin's housecoat slipped from a shoulder as she was dusting to reveal a perfect ruddy aureole. Charles' mother stepped easily through the door and stood framed against the finished wood with hands on hips. But before I could even begin my gawking study, she let out a girlish giggle and came running down the icy steps, the salt crackling under her boots like seashells on a rocky beach. Sitting in the back of the car – I was up front due to my injury – Charles pushed the seat and me forward, jostling my hand hard enough to cause me to bite off a gasp, and flew out the door to meet her halfway in yet another Hathaway bear hug. By the time I was able to awkwardly eject myself from the car and hip-check the heavy door shut, Charles had apparently briefed his mother on my mishap. Flushed and sweating from exertion and pain, I spoke to her for the first time. Well, kind of. "Hello, Gilbert," she said in a strong, confident voice with her left hand – my right was swathed in bandages – extended. "I'm Joanna. But I guess you can call me Florence Nightingale." I looked up into gray eyes that instantly pinned mine and fell irrevocably in love. It took all of one second to take her in, from the whiteness of her skin to the polished quartz luster of her long hair. A quarter of a century later, I can effortlessly recall her gray crew neck sweater that revealed the promise of an elegant, swan-like neck and the swell of her high breasts against the soft-looking fabric. She wore a long, khaki skirt – the kind that has recently come into fashion again among smart-looking New York women in wintertime – and tiny brown leather boots. A full head shorter than my 5-10, she was perfection in miniature. Struck mute, I somehow managed to take her hand. It was soft, cold and alive with nervous energy. Mine, of course, was hot and sweaty. When we let go, she didn't try to surreptitiously wipe her palm, and my love doubled. She was kind. She didn't seem to mind my silence, which became less conspicuous when Jenna began her latest version of my abortive jag down the mountain. Inside, they settled in the living room before the fire with hot chocolate for Jenna and brandy for the rest. Still reeling from Joanna's impact, I pleaded tiredness due to the drugs and promised I'd be down in time for dinner after a nap. Joanna's voice followed me up the stairs. "Rest well, Gilbert." I could have rested better balancing on a jackhammer breaking through concrete. Journal pinned by my elbow, my hand struggled to form the words to describe Joanna. Instead, as the throbbing in my hand migrated south, I described in pornographic detail what I wished to do to, with and upon Joanna. I wrote for an hour, until my raging erection would no longer be denied attention. Then I lay back on the bed with my jeans and underwear twisted around my skinny thighs and handled myself to orgasm with fantasies of her naked body under mine. As I came, I imagined her excusing herself from her family, and with impeccable timing slipping into my room and taking the head of my cock into her mouth to milk me dry. The vision was so real that it was a shock when a hot gush of cum overwhelmed my hand and drizzled onto my leg. Too exhausted even to wipe myself, I kicked off my tangled clothing, pulled a cover over me and fell asleep for an hour. Showered and shaved, I donned a thrift-store tweed blazer over a pair of jeans. I had to wait for my impertinent erection to subside. Masturbation apparently only agitated my desire for Charles' mother. My mountainside waltz with death had triggered my appetite. That, combined with the fact that I've always eaten like a man three times my size, kept me from partaking in much dinner conversation, which was dominated mostly by Charles' tales of the grueling hardships inherent in pursuing a business degree. Catching snatches between bites, it sounded to me like my roommate was more suited to creative writing. When I glanced up from my third plate of lamb to find that I was the only one still with food in front of them, I crimsoned. Jenna stared; mouth agog, Charles was grinning and even his parents weren't too polite to look highly amused. "So Gilbert," Mr. Hathaway asked wryly, "How do you plan on feeding yourself when you get out of school? Or do your parents own a supermarket?" "Howard," chided Joanna. "He's just teasing. He's jealous, he wishes he could eat like you. What are you taking in school, Gil?" "According to my mother, space," I told them. "Mostly just some English classes. Not really sure what I want to do." That was a lie, but I hated telling people I wanted to be a writer. It's like a fourth-grader saying they wanted to be a baseball player. Everyone smiles knowingly and tells you how great that is, then feels sorry for your parents. "The sooner you know the better," Howard said. "That's the way you make your mark on this world. You have to outplan it." "Yes," said Jenna with an innocent smile. "Daddy was six when he found out he was going to inherit forty million dollars from grandma." Charles' laugh sprayed hot chocolate across the table. "That's the way to outplan them, all right," he bellowed. I listened to the banter and made all the right noises, but my senses were filled with Joanna – the way her lips curled around her spoon, and how her blood-red nails looked against the china white coffee cup. She was the most erotic object d'art I could possibly imagine. The hour grew late and the throbbing in my hand more insistent, forcing me to excuse myself. I trudged upstairs, took a happy pill and slept to erotic snapshots of Joanna. The next day, it took about a half hour of protesting that I would be perfectly fine on my own before the Hathaways would head to the slopes en masse. And fine I was; sleeping, writing and finally taking a long, strenuous walk up a hillside in a fruitless attempt to follow an icy stream to its source. Half frozen, I returned to the cabin around 2 p.m. in anticipation of a hot shower. I stripped layers of clothes as I made my way up to my room. I went into the bath, turned the shower on and climbed in once the steam was thick. I lingered in there for at least thirty minutes, letting the water thaw me and picturing Joanna in a variety of electrifying poses. Finally, I got out, dried myself and grabbed a soft robe hanging from a hook. The voluminous material didn't quite conceal my raging erection, but then again, there was no one to see it. And then there was. Perched with one delectable ass cheek on the corner of my bed, Joanna was flipping the pages of my journal. She looked up, our eyes met, and apparently God was elsewhere, because my profuse wishes to die on the spot went unfulfilled. She offered me a gentle, tentative smile. "I came home early to see if you were well. This was sitting open on your bed." She took a deep breath. "No, actually, it wasn't. It was closed and under two books on the end table. I was nosy. "Why didn't you tell us you were a writer, Gil?" For a moment, my deep humiliation took a back seat. "D -," I actually stuttered. Taking a deep breath, I plunged. "Do you like it?" I asked intensely. "It's wonderful, Gil. Truly and deeply wonderful writing." Until that moment, I had no idea how much I'd longed to hear those words from someone I didn't call mom or dad. It was a validation I'd been afraid to seek for the past ten years. My next question held even more trepidation. "And some of the subject matter?" She stood up and read in her strong, husky voice. "I want to find her body's secret places and learn them like a blind man learns his lover's face. I want the language of Joanna's body to be mine. "That's the most beautiful thing anyone has ever said about me, Gil. I think it's the most beautiful thing anyone has ever written about anyone." She closed the book and carefully placed it back on the night table. "But of course," and here she gave an impish, winning grin. "I am somewhat biased." Slowly, as if not to scare me into bolting from the room, she shed her clothes. Even after all this time, I could intimately describe each millimeter of flesh as it came into view. The order it was revealed, what covered it, and how each bit contributed to the glorious whole. But such an in-depth analysis would detract from the entirety of her beauty, which was not the sum of its parts, but something more seamless. She just was. Her body was a reason to believe in a higher power, magnificent in a way that puts all of the new millennium's surgically enhanced creatures to shame. A long, lean and strong womanly body full of peaks and valleys, coves and inlets. She wriggled free of her bra and came boldly forward dressed only in a pair of sky blue panties. My breath grew more ragged with each step, until finally she was close enough for me to touch the flushed skin between her perfect breasts. I tentatively reached up for her, but she shook her head. Taking my unhurt hand in hers – her fingers warm and dry, mine suddenly soaked with all the moisture that fled my desiccated mouth – she led me to the edge of the bed. With gentle pressure, she pushed me down into a sitting position. She undid the sodden towel around my waist, and pushed on my shoulders. "Lay back, Gil. I want to look at you." Too close to exploding to be embarrassed, I stretched out on my back. My erection, a warm breath from spraying like an out-of-control fire hose, was the highest point of my body. Joanna It never should have happened. But it did. I never really expected it but when it did happen; I took the opportunity to make the most of it. Dinner had been the usual affair of conversation, bullshit, and just relaxation really. The bottles of wine kept coming and we all really just kept drinking them. The walk back to the hotel was a loud mass of people, 6 or 8 in total, all staggering laughing, and leaning on each other. When the elevator arrived people piled on and then it left. I somehow found myself alone in the lobby with Joanna, the two of us waiting for the next elevator car to arrive. Our relationship had always been professional, she the Senior VP of our partner firm in Louisville, myself the VP in our California location. While professional, the relationship was always friendly though as meetings and conferences usually led to us getting together a few times a year. Tonight was like any other of those nights where we had all enjoyed each others company and it was time to retire and recover before the next mornings round of meetings and discussions. The only difference was that we both had seemed to drink a bit more than was typical. When the next elevator car arrived and opened both of us nearly staggered in. Side by side, we both reached for a floor button and our hands connected and somehow entangled. I turned to her and she lifted her hand with mine and laughed. Our eyes met and we mutually pulled ourselves to each other. Now while I may have been intoxicated, that fact had little to do with my overall desire for Joanna. At 53 her long, lithe frame was firm and curved perfectly. She kept herself in prime condition, her complexion showing barely a wrinkle, her blonde highlighted hair without a streak of gray. Her blue eyes typically sparkling with energy and beauty. Tonight they were twinkling in mischievous desire. At 41 I was no slouch either, my 6'2" frame showing only the earliest signs of some flab in the middle, a fact that bothered me through my diet and daily workouts. My dark brown hair and goatee sprinkled with some gray, my blue eyes intelligent and serious. As the elevator doors slid closed we crashed together against the side wall of the elevator car, pulling our bodies closer, caressing and kissing in a heated passion. As my tongue swirled with hers I managed to reach out and press the button for my floor. As the elevator car rose she lifted her left leg and I grasped it, pulling her closer to me, letting her feel my rising arousal. I thanked my luck at having the room three down from the elevator bank on my floor. As the doors slid open on my floor we broke the kiss and I turned, grasping her hand, and guiding her out of the elevator. She giggled as she caught a glimpse of us in the mirror on the wall at the elevator bank, a strand of her hair having fallen from its neat place in the carefully constructed hairstyle on her head, evidence of our passionate embrace in the elevator. I fumbled for my room key and in seconds the door swung closed and we were against each other again, this time pulling clothes from our bodies as we side stepped towards the large king bed in the middle of the room. As we fell sideways onto the bed her shirt and bra was gone as was my shirt and both of our shoes had been kicked off. My right hand found her firm left breast and caressed it, my fingers playing over her erect nipple, a low moan of pleasure coming from her. As my hand caressed her left breast, my mouth managed to find her right one, my tongue twirling around her nipple. This brought a louder moan. Soon my mouth left her nipple and travelled lower, across her flattened belly and to her belly button where it managed to elicit a small wiggle as it twirled on her skin. My hands were now at the button and zipper of her jeans which quickly pulled away from her long legs. At this moment I hesitated for the first time and not out of having second thoughts. I had to drink in her image, her beauty that women half her age would be so fortunate to have. Then her legs opened and came up giving me a view of a beautiful pussy, neatly trimmed and waxed smooth. I was done staring now as my mouth went right to her, tasting the nectar that had been clearly glistening on her pussy lips. Her hands went through my hair and she moaned my name repeatedly in that smooth Louisville accent that just sent shivers through me. At this point the pace of the moment seemed to slow. We had made it this far, driven by carnal passion and now it was time for what we both knew we would have; a lengthy lovemaking session. We both unconsciously understood the facts of pleasure and be pleasured. We were not going to just turn this into a one sided rutting. We were going to enjoy ourselves. Even as the excitement seemed to bring some sobriety back to the situation we both knew that deep down this is what we both wanted to experience with each other and we were going to make it worthwhile. I enjoyed every bit of her pussy. I licked it, tasted it, twirled it, suckled it and sucked it. I tongued it, teased it and fingered it. I felt and tasted her juices flow through two very satisfying orgasms while she squeezed, pulled and caressed my head. Then it was my turn. I lay back on the bed as she held my cock in her hand and gently caressed it, stroked it and gently squeezed it. I gasped in total pleasure as her mouth kissed it, her tongue swirled over it, and she nearly swallowed it. My balls were rolled, kissed, sucked and caressed all with the intent of bringing me just to the brink of orgasm and stopping. We both knew what the ultimate goal was here and it was time for it. She lay back on the bed, legs spread, eyes twinkling, and her hand with mine on my cock, guiding it into her. It was by far not the first time for either of us but it was the first time for us together. It was memorable and as her pussy pulled me in further I had to remark to myself that she was easily in the top three if not the top one of the many different woman I had been with in my life. As I eased my cock fully in her it just fit there, tight, hot and snug. It was one of the most pleasurable feelings I have ever had. From the look on her face it was for her too. We did it missionary, her long legs locked nearly behind my head. We did it with her feet on the floor, bent over the bed, my hands holding her slim hips as I drove into her. She rode me facing forward; she rode me facing away, each time pushing me further and deeper into her. How I lasted as long as I did I will never know. What I did know, however, was that it was amazing. The last position we were in was missionary again, bodies pulled close together, kissing, panting and both riding up to that final orgasm. An orgasm that we shared, at the same time, grasping at bed sheets, arms, backs, legs, bodies collapsing in spent pleasure. We lay on our backs, side by side, my left arm across her, her right across me, my left leg intertwined with her right, our bodies' slick with the sweat of our sex, breath slowly coming back to a normal pace. I stared at a spot on the ceiling and glanced sideways over at her and saw she seemed to be staring at that same spot on the ceiling. Then she glanced sideways at me and we shared a smile, and then went back to the ceiling. At this moment I thought I would start to feel the remorse, the guilt of our tryst. We were both, after all, married to other people. I had never, ever done anything remotely close to this in 15 years of marriage. As it turned out it was her first indiscretion as well, yet she too felt no real guilt or remorse. It happened. We were both adults and we could handle it. I reached down and pulled the bed sheet over us and she turned towards me, threw her arm and leg over me and fell blissfully asleep. I joined her mere moments later. The next morning I awoke to her smiling at me. We shared a knowing glance and started to move together when we both stopped. In her lovely accent she admitted that we needed to talk. Her hand then wrapped around my morning erection and she informed me we would get to it in a minute we just needed to clear the air and decide what was going to happen. We both agreed that we could not turn back the clock that we could not act as if this had never happened. To do that would be foolish and only make our working relationship awkward and strained. But we both realized and knew one thing; we loved our spouses. We had families. We were not going to start life all over again with each other. Too much water had passed under the respective bridges of our lives. We finished talking a few minutes later and ended up in a repeat performance of positions from the night before, both of us again sharing explosive orgasms. Today we still have an excellent working relationship, neither of our respective bosses or coworkers having the slightest indication that anything had happened between us. We are professional and cordial with each other in every instance. What we discussed in those last few minutes that morning was our ability to act professionally, work with each other with respect and no resentment, and return to our spouses loving them as much as we always had. We would not go out of the way and form some secret friendship or relationship, with hushed phone calls and lies. What we did agree to do was that at any meeting or conference where we both ended up at we would get together and enjoy each others pleasure. We would not make elaborate plans, just quietly agree to meet at one or the other's room and spend the night in passion. In the three years since we made that pact we have spent 14 nights together, each one as good as or better than the first. Joanna Joanna, or Jo as she was normally called, was driving with his boy friend Dave in the country side. Jo had met Dave in college 8 months ago and they had instantly felt in love with each other. Dave was such a good company, very clever and told funny stories, which made her always laugh. Some of her friends had considered Dave as a nerd and wondered why Jo had fallen in to him. She had to admit he was not a real hunk, but didn't consider him as a nerd either. He was 6 feet tall and skinny, but had some muscles. They weren't exactly a matching pair since Jo was only 5 feet 2 inches but nicely curved. Her thin waist highlighted her nice C-cup breasts and her round ass. She had blond straight hair. Dave's was brown and a little curly. The reason for their drive was sort of a honey moon. After the semester they had decided to get engaged and to celebrate that by having a 2 weeks trip by just two of them. They had decided not to plan it too much. They would just take Dave's car and drive around. Stay in hotels and motels, make love and look around. They wanted to avoid highways. To explore country side interested them. Actually it had made them a little sad. They had sawn several deserted small towns. Obviously they had been lively when traffic still went through them. Outside of new highways the towns had experienced a slow death. It was a very hot day and they had just passed one dead small town. Jo was still thrilled of the sex they had had in the morning. Dave had woken her with sweet kisses around her body. Dave's hair had tickled her thighs and she had opened her legs. Dave had pushed his mouth against her panty covered pussy and teased her sex. Soon her panties were stripped and she had felt his lips tendering her moistening pussy. His tongue had penetrated into her hole and caressed her clit. The licking had driven her almost crazy and she had squirmed of extreme pleasure on the motel bed. Dave had stopped just before she had cummed and replaced his mouth with his hard penis. He had gently pushed himself in and started to fuck Jo with slow rhythm. He knew Jo didn't like it rough. In no time Jo had experienced her first orgasm. Her second orgasm or more like explosion had made also Dave to come. They had panted for a while, hugged each other and once again confessed their deep love. Since the air condition of Dave's car had seen its best moments, Jo had worn a light outfit. She had small blue shorts and striped top with spaghetti straps. She was leaning against Dave and felt his hand stroking her thigh. "Haven't you had enough," she teased and placed her palm on his crotch. "Never," Dave replied with a smile on his face. He still couldn't believe his luck. He had hit a girl beyond his dreams. If it was up to him, Jo would be her wife soon. After couple of hours drive the road led to mountains. Maybe it would be cooler there, Jo thought. She did not want to blame the car, because Dave was someway sensitive about it. The uphill did not bring any release. Instead the road became worse, sharp rocks pointed out of the surface eroded by heavy rains. "Should we turn back?" she asked. "No. My old trustful will manage," Dave replied laughing. But it didn't. Suddenly the right side of the car dropped. They heard a shrieking sound under the car and then it died. Dave got out of the car, went to other side and swore. Both the front and back tires were in deep water grooves and the car was lying on its 'stomach' on the road surface. Jo came to look too. "I'd hoped it was only a broken tire. There is no way we can get it up from there. We have to call for help. Dave took his cell phone and swore again "Shit, no field. Baby, try yours". Jo went back to car and took her cell phone from her handbag. "Mine is not working either. What can we do now?" she said worried. "I guess we have to wait here or leave the car and try to find help from somewhere." "But this neighborhood is deserted," Jo replied. "And I don't want to leave my things here unguarded" "You are afraid of thieves in a deserted area," Dave laughed "Don't make a fool of me," Jo said, but had to admit Dave had a point. "My shoes are not meant for hiking. Maybe it is better for me to wait here. Promise to get back in 2 hours." "I don't like to leave you alone." "Now you are afraid of something in a deserted area," Jo paid back. "Ok, baby. I will be back in two hours. Do we have any water left? Might be a good idea to take some with me." He took a bottle and slowly disappeared to the direction they had come from. He walked about 40 minutes without seeing any marks of life before noticing an approaching cloud of dirt. 'Finally a car!' he thought. When it was near he waived to the driver to stop. The car pulled over and the driver opened the window. He was an older man, almost sixty, Dave estimated. "What is the matter, son?" he asked. "Our car got stuck and my girlfriend is waiting me there," Dave answered and pointed the mountain with his hand. "On the hill? Why the hell have you driven there? There is nothing." "We just wanted to see the place." Then Dave explained in detail what had happened and what he had agreed with Jo. "City idiots. Oh well, I guess we have to get you out of there. I can't tow you with this car. We have to pick another one from my place. Hop in, boy. By the way, I'm Sam," he introduced himself. "Dave," Dave replied and climbed to his car. They turned around and drove ten minutes, then turned from the 'main' road and drove another 5 five minutes before finally reaching the old man's house. They stopped by a building which Dave guessed to be stables, or at least it had been. A man in his 30's came out and was soon accompanied by a woman about the same age. The man was very muscular and probably 6 ft 3 inches tall. However, he didn't look so big compared to the woman, who was also near 6 feet tall and very big in nature. Not only fat, but also with big frame. They were both wearing dirty work clothes. "Hi, Pa. What's up?" the man said. "I found this youngster, Dave, by the road. Dave and her girlfriend have a car trouble. Dave, this my son Ed and her little sister Marleen." 'Little sister' sounded odd to a woman this size. Dave cheered politely, "Nice to meet you Ed and Marleen. I was lucky to meet your father." "Yes. He is kind to everyone," Marleen giggled. "I'd better take the truck now and go get the young lady from trouble," the old man stated. "I will come with you," Dave said. "No need for that. I can find her. And I have only one seat for a passenger. You have walked long time in the heat. Please have a rest here. Ed and Marleen will keep you company." Dave didn't want to argue, though the number of seats wouldn't be a problem. Anyway someone must steer his car during the tow. He was really exhausted from the walk and thought Jo could manage without him. After Sam had left Ed brought a can of beer to Dave. "Is this ok or do you want something else to drink?" "That's perfect, thank you" "So, Dave what do you do for living?" "I'm studying third year in the college. Eventually I will be a journalist." "Oh, a college student. You know, my sister is attracted to educated men, especially young ones like you. The problem is that you cannot find any in this neighborhood." "Too bad, but I'm sure Marleen, you will find a one," Dave comforted. Ed continued, "Marleen. What do you think of Dave? Is he a type of guy you would like?" Marleen nodded. "How about you, Dave? Do you find my sister attractive?" "Yes. She is very beautiful," Dave lied. "Would you like to be his boyfriend?" For Dave this conversation was going to uncomfortable direction. "I'm sorry, but I'm already engaged with my girlfriend." "But not married yet. I think, if you tried Marleen, you would broke up with your girlfriend." "Maybe, but I don't wish to do so." "Why not? It takes almost an hour before your girlfriend is here and we won't tell her." "I don't want to. Can't we skip this subject?" Dave was annoyed. "You are making my sister sad and I don't like that kind of people. You should be nice to her," he said and then punched Dave to his stomach. The beer can slipped from Dave's hand and he doubled and dropped on his knees. Then he got a kick to his ribs, then powerful slap on his face. Ed was very strong and Dave couldn't help to get beaten. "Please, stop," he started to beg. "Will you play nice with Marleen now?" Ed asked. Dave nodded. "Marleen. Here is your dream boy." Marleen came closer and took a strong grip of Dave's curly hair and lifted him on to his feet. She placed her lips against Dave's and kissed him passionately. Dave did not dare to resist. "Let's see can you satisfy a girl like me. We will go now to have some fun." She escorted Dave into the house and to her bedroom. She instantly took off her T-shirt and bra. She had huge breasts. Dave just stared at them. "Do you like my tits? I bet your girl friend don't have this big." "Yes, they are beautiful," he stammered and at the same his face was pulled between them. "Yes. Lick them and fondle them with your hands," Marleen ordered and Dave tried his best to satisfy her demands. Then Marleen sat on the bed and lied down. "Take of my boots, skirt and panties." Dave first tugged off her boots. Then he started to pull her skirt down, which revealed her wide hips covered with big panties. He removed those as well. Marleen opened her legs wide. "Is this the most beautiful pussy you have ever seen? she giggled. Dave was hypnotized. The pussy was covered with thick dark hair. He could smell the strange odor of it. He woke up to reality when Marleen slapped his face. "I asked you something." "Yes. You have very beautiful pussy." "I want to feel your college boy tongue licking it." Dave bent his head between her legs and started licking. The situation revolted him and his licking was accompanied with occasional gags. However, the fear of more beating kept him going. He was too afraid to stop. "Oh, yes," Marleen moaned and pressed his head tighter between her legs. "I'm ready to be fucked. Come on, boy". Dave wasn't ready. He took of his jeans and underwear and with a shame revealed his soft cock. "Poor baby," Marleen said. "Too much pressure, I guess. Come here, Marleen takes care of it". It felt degrading for Dave, but he just couldn't be turned on of such a cow. Marleen took his cock into her hands and caressed it. Then she put it in her mouth and sucked it. Dave couldn't resist any more and his cock sprang upwards. "Do your job now. If I don't see enough passion, I will call Ed". This last 'encouraging' made Dave to try everything to please this big country girl. He climbed between her huge legs and guided his cock against the hairy pussy. Lying on Marleen was like being on a water bed. Her fatty stomach and breast felt like jelly under him. He rammed his dick in as hard he could. Dave was not going to make this pleasurable to Marleen and wanted this to be over soon. His attempts had an opposite effect. "My college boy seems to be horny," Marleen laughed "Go ahead, keep that on," she continued. Dave kept on his harsh fucking. 'I don't want this to remind sex with Joanne in any way,' he cursed in his mind. Marleen was moaning under him and Dave couldn't help to get excited himself. "Yes, yes, yeees," she cried and then grabbed Dave's ass cheeks in her big palms and pulled him so deep that Dave felt like her pussy would swallow him totally. Dave felt Marleen's pussy spasms and that made him to shoot his load too. 'I can't enjoy of this," he hated himself. He rolled off her and remained lying on her back beside this woman. Tears appeared to his eyes. Sam found Joanna waiting by Dave's car. She looked impatient. It was almost two hours ago when Dave had left. To see a small truck approaching was a relief. What worried her, she couldn't see Dave. The truck stopped and an older man came out of it "Hi. My Name is Sam and you must be Joanna." "Yes I am. How do you know my name?" "I picked your boyfriend earlier from the road and took him to my place. I brought a better car for towing. Dave was quite exhausted from walking and he stayed there with my folks. He gave me good instructions how to find you." "Okay, that's nice. I have waited so long and I wasn't sure what to do anymore," Jo replied even though she was a little annoyed that Dave hadn't care to come along. Sam looked under Dave's car and stated, "Yes. It is like your Dave told. I can tow it up, but you cannot drive with that without a repair. At least the muffler is totally damaged. Wait a second, I'll bring a towline and we pull this up." He connected the line to the back bumper and pulled Dave's car up from the groove. Then they managed to turn the car around to the right direction. Sam tied the line to the front bumper now and said, "Hop in. You need to steer that. We have some tools in our place. I'd hope we can fix your car so that you can manage to the nearest repair." The one hour drive begun. Meanwhile Marleen was lying on her bed Dave by her side. Time to time she pressed Dave's head between her tits and enjoyed the feeling of this college boy. She made him kiss her. She pushed his tongue to Dave's mouth and if Dave was not responding she twisted his nipple or tugged his hair. She also teased Dave's penis. She took it to her palm and stroked it gently. It made Dave hard, albeit he tried not to react to her touches. The stroking and massage of his balls made him almost cum, but in the last moment Marleen stopped. She repeated this several times and finally it made Dave say, "Please." Marleen laughed, "Want to cum? You want my pussy? I'm not so easy. I'm an honorable country girl and you should tell me nice things. I'm only giving myself to a man who loves me." Dave needed a release. 'How can I say things like that. I love Joanna. On the other hand, if I'll refuse, I'll be get beaten by Ed... or actually Marleen is already too strong for me,' he weighted his options. So, he started, "Marleen, honey, can I make love to you?" "You are just asking to fuck me," Marleen said anger in her voice. "Please Marleen, you are so beautiful and I want you so much." Marleen giggled again, "Ok. But are you just saying or do you really love me?" "Yes," Dave lied. Then Marleen pushed Dave on his back and straddled on Dave's cock. The weight of Marleen was pressing Dave's thighs. "Now you will get the best fuck of your life. After this you can only wonder why you have been satisfied with some prim college girl pussy" and then she started to ride. Couple of times she noticed Dave was close. She slapped his face and said, "Don't you dare to cum before I get my satisfaction." Dave's cock was throbbing, but he managed to keep his stamina. Marleen's big body was rocking on him with quickening pace. She started to groan and finally they came together with force. Marleen rested a minute on Dave's chest. Then she rose from the bed. "Come on. We'll go back to the stables. We will have a performance there." That made Dave worried. It had been very difficult to Sam to stay calm when he had met Jo. The girl was a doll. His first thought had been to rip her clothes and bang her on the hood of the college boy's car. However, he had decided to wait till to his house. On the way Ed had called to his LA radio and they had made a perfect plan. That and the thoughts of her perfect round ass had made him to take out his cock and wank it during the drive. I need to clean this car, he laughed in his mind. His sperm was glowing on the floor. 'At least I will last longer when I get to the real action', he thought. Sam and Jo arrived to the yard. They got out of their cars. To be towed was unfamiliar to Jo and it had made the trip heavy for her. Especially Sam's unstable drive in one part of the trip had been extra difficult for her. She looked around and could see a man waving his hand. "I'm Ed, miss. Sam's son." "Nice to meet you Ed. Where's Dave?" "He is waiting for you in the stables with my little sis. Come in." He opened the door and guided Jo in. It was quite dim and she saw a light glowing behind a corner. After walking further she saw something which totally shocked her. Dave was standing naked in front of a large woman. Her hand was stroking Dave's erected penis. Jo froze and stammered. "What's...going on here. Let him go." "He doesn't want to. Actually he has something to say to you," Marleen told and stopped stroking for a moment. Jo could swear Dave had tears in his eyes. With lame voice Dave started, "Joanna darling. I'm in love with Marleen now. I want to break up with you" and then he took the engagement ring from his finger and threw it into dirt in front of Jo. "No! You are forcing him to say something like that. He loves me!" Jo shouted. "I can prove I can give him more pleasure you ever could." Marleen put her hand on Dave's penis again. Also her other hand was making moves. To Jo's horror she could see a handle of a dildo pointing out from Dave's ass. Marleen was pumping the dildo in Dave's ass. Simultaneously she wanked her cock. Jo had enough. She was about to turn around and run away. This was immediately cut by Sam, who took a strong grip of her waist. "The show is not finished yet. It would be rude to leave too early." "No, no I don't want to see this. Let me go!" she screamed and struggled but couldn't really do a thing against this much bigger man. She was forced to watch this pervert act. Marleen kept on working with Dave's ass and cock. Dave started to moan, but due to pain in his ass and the two orgasms he had had already, he didn't cum fast. Sam whispered to Jo's ear, "I bet this makes you horny as well." He put his other hand between Jo's legs and massaged her pussy through her shorts. "Let me go, you bastard!" Jo screamed. "Be quiet now, girl. You are disturbing the performance. And I think you like it. I can feel your pussy moistening." To Jo's humiliation the moistening part was true. Sam removed his hand and this time pushed it inside of her shorts and panties. Despite Jo's struggles he managed to push his forefinger through her pussy lips. "I can feel you are in heat." Simultaneously Dave's moans were getting loader. They could hear "Please" from his lips. His orgasm was so powerful he almost fainted. Even though Jo was standing 10 feets away, Dave's sperm almost flew on her shoes. Marleen patted Dave on his head. "You see, prissy. He could have never got that from you. You are no use... or maybe you can still pleasure men age of my father." "We will see," Sam replied and grabbed Jo's hair and started to drag her out of stables into the house. Jo was crying in pain when they entered Sam's bedroom. Sam slapped her face couple of times and shouted, "Behave yourself now!". He let her go. Jo was standing paralyzed. He stroked her breast with his fingers. "Show me your tits." "No. Please let us go." She was slapped again. This time harder and that made her see stars. "Your boyfriend, sorry I mean your ex-boyfriend and my daughter's fiance don't want to leave. Tits, or do you want more?" he said and raised his hand as a warning. She couldn't take more beating. She grabbed to her hem and pulled the top off. After short hesitation she unclasped her bra and gave it to Sam's waiting hand. Her breasts were standing proudly for Sam to see. Sam grinned. He threw the bra away and said, "This will be the last time you are wearing it, ok?" Jo didn't reply. Then she felt Sam's big hands on her breasts. He molested them hard. "Nice pair of tits. I like them. Now show your horny, wet pussy." Jo tried to bend to take off her shorts, but Sam kept on playing with her tits. She had to push the shorts and panties down with her finger tips and squirm to make them drop. Sam pushed her on the bed on her back. "Now open those lovely legs. Wider. Wider. That hole is made for fucking, isn't it?" He didn't expect any answer. Instead he dropped her pants and underwear and positioned himself between Jo's legs. Joanna "Please, don't rape me," Jo tried once more "No. I will make your pussy experience something your nerd college boy never could." Then he pushed in and started to fuck her with no mercy. "Please, you are hurting me," Jo begged. "You get used to it soon. God damn you are tight...," Sam replied and strengthened his strokes. His earlier jerk off had been a good choice. Otherwise, he had come at once. Jo heard the bed post banging against the wall. The sound echoed in her ears and made her feel even more miserable. The man's ass was moving up and down and his penis stretched her inner folds painfully. She got no pleasure of this. She was sure her pussy was ruined for ever before the man shot his sperm in her pussy. The humiliation took over and she started to cry, "Please take it out now." Sam didn't make a move. Instead he moved his hips slowly and glided his softened cock deeper inside of her pussy. "You are shamed because you liked it. Your pussy was hungry for my cock." "No I hated it. You raped me!" Jo shouted. "I think you are lying. I bet you would like to have another one, since you didn't cum yet" "Nooo! Rise off me!" "I want you to make me hard again first. Tense your pussy muscles. Grip my dick." "I won't do that!" Sam took Jo's nipple between his fingers and cruelly twisted it. Jo shrieked in pain. "Do what I say." Jo couldn't help it. She tensed her pussy muscles. "Good girl. Now loosen, tense, loosen..." He gave the rhythm by pinching her nipple. Soon Jo felt her penis to get hard again. She felt like a slut. Sam rolled over with Jo without pulling out. "It is your turn to do the work. Ride me." Jo begun to move her hips in slow motions and was rewarded with a slap to her ass. "I want to see those titties bounce. Move your pussy faster." Jo increased the pace. Her pussy was hurting, but if she slowed down, Sam spanked her ass hard. The fucking lasted forever. Sam had no problem to hold. He started to rub Jo's clit with his thumb. That was a shock to Jo. It felt too good and therefore she hated it. "Please not that," she begged. Sam continued his actions and soon felt Jo pushing her pussy stronger against her thumb. He didn't have to care of her pace anymore. Her heat made her to fuck harder and harder. Jo felt the orgasm growing in her. She couldn't stop, though she knew she would lose her last pieces of dignity. "Please, please," she begged and then got a huge orgasm which made her collapse on Sam's chest. Sam pulled her back up from her hair and said, "I'm not finished yet. Get that ass moving." With her last forces she was able to bring him to the end. She rolled off him and cried. Sam caressed her breast. "I told you will like it. You just had to let go. I'm sure you will enjoy staying here." Sam had left. He had shown Jo a bathroom, where to clean herself. The house didn't have running water, but there were some buckets of water for washing. She tried to dig Sam's sperm out of her pussy. However well she tried, more and more seemed to leak out. Her pussy lips were swollen from hard fucking. Jo was afraid what more to expect. She was hoping that Sam couldn't cope more; after all he was not so young. She dried herself and found only her top and shorts. Obviously Sam had taken her bra and panties. The house was empty. Also the yard was silent. She carefully exited the house and planned to escape, if possible. She crept towards the cars in order to steel one. Her hand went to door handle. Suddenly she heard a firm voice behind her. "Are you leaving us? That's not very kind of you," Sam said. She turned around and saw Sam, Ed, Marleen and Dave. Dave was looking miserable. He had now a T-shirt on, but he was naked from the waist down. Marleen hold a leash, the other end of which was tied around Dave's penis and balls. Sam touched Jo's breast and said, "I think it would be fair to Ed to see these beauties." Jo's eyes filled with tears. "Please leave me alone," she cried. "Come on now. He just wants to have a look." Jo pressed her head down and did nothing. She knew she couldn't escape and if they wanted to strip her, she had very weak possibilities to resist. She just stood there and sobbed. "Dave, why don't you present Joanne's tits to Ed?" Jo was shocked but Dave was broken and acted like a puppet. He walked behind Jo. He pushed the straps of the top off her shoulders. "Dave, please. You cannot do this! You are my boyfriend." Dave hesitated a moment. "Dave is my boyfriend now and don't care about your sorrow," Marleen said and pulled the leash. The pain made Dave to continue. He tugged the top down revealing Jo's breasts. "Bend her shoulders back," Sam commanded. Dave placed her palms on Jo's naked shoulders and bend them. That made Jo to push her tits outwards, like they weren't big enough other ways. "Shake her. That looks nice!" Jo's breasts were swaying from side to side. Her face was deep red. "Okay girl, bend over the hood. Let your tits hang. Good. Now Dave, would you mind to show Ed a cute college girl ass." Dave worked obediently and pulled her shorts down and took them off. Jo's position highlighted the beautiful shape of her ass. "Kick her legs wider," Sam continued. Jo was too scared to resist. She knew they would make her comply anyway. She expected to get fucked again soon, but these bastards wanted also to humiliate her. "Dave, spread her pussy lips. Ed likes to have a better view." That was almost too much for Dave. He had to offer his dearest to strangers like a piece of meat. It got worse. He saw Ed taking of his pants. He had a huge erection and approached Jo. Sam asked, "Why don't you Dave help Ed to enter that nice pussy." It was too much for Dave and he turned his pleading face towards Sam. Marleen pulled the leash again; this time harder. Dave howled from pain, but still resisted. "I start to believe you don't love me after all," Marleen said and continued, "If that's true, I will hang you with this leash." She tightened the leash to show what she meant. "Please, Marleen. I love you," the constant pain in his ball made Dave beg. "Then my brother should be more important to you than some silly girl." Dave obediently grabbed Ed's penis with his hand and guided the head of it between Jo's pussy lips. Ed didn't make a move. "You must help him. Push from Ed's ass," Sam said. Practically he was now raping her own girlfriend by using another man. He pushed until Ed was totally in. Sam continued calmly "Jo, Ed starts to fuck you now. You must remember how you can use that pussy of yours. You moved it very nicely on my cock and I'll expect Ed to experience the same. A good slut like you knows how to milk a man. If you fail, I will push this beer bottle to your cunt and fuck you with it till you bleed." The most humiliating act started. Ed was fucking Jo with slow movements and Jo tried to excite him by moving her ass best she could. She was driving Ed crazy. His loins banged against her ass. Jo's tits were swaying. Ed was ramming into her and Jo pushed back. This went on and on. Dave couldn't believe his eyes. The brutal act obviously started to turn Jo on. Her face reddened and soon Dave saw how her excitement made her to climax. A cry of pleasure escaped from her lips. It was something Dave had not heard earlier. Controversial thoughts took him over. He felt jealous. He had not been good enough for Jo. Simultaneously the sight of Ed fucking her girlfriend excited her. His penis stiffened. Marleen noticed it and started to stroke it gently. "Want to come?" she asked. "Yhhm," Dave could reply. He was completely in the mercy of Marleen and felt degraded. All she had to do was just to give couple of wanks. It made him shoot his cum again. Dave felt the pain in his balls; not only because of the leash, but also due to so many orgasms he had experienced in so short time. After cumming on Ed's cock Jo had stopped her movements. Ed didn't care. He banged her pussy with full force. Jo started to pant again. Somehow Ed could hold and Jo got another powerful orgasm. Finally Ed pulled out and spurted his sperm on Jo's back and neck. Jo hadn't much time to recover when she heard Sam to cheer, "Now we will have the final act of the evening. It is a competition." Jo cried out, "Please I can't take any more. My pussy is so sore." "Don't worry. This is an ass fucking competition. You will compete against Dave. So, you two lovebirds bend over the hood again. The one who cums first is free to go. Now, spread you ass cheeks." They obeyed. Side by side they were having their heads on the hood of Dave's car. They were looking to each other's eyes. Dave looked pity, Jo completely cold. She had decided to win, whatever it might take, to get out of this place. Their hands were on their ass cheeks. Jo didn't know what to expect unlike Dave. Marleen shoved her dildo into Dave's ass. Sam swiped some of Ed's cum from Jo's pussy and smeared it to her asshole. He inserted his cock against her rosebud and started to push in. Jo couldn't relax her muscles which made the pain unbearable. "Take it out, take it out!" she screamed. Sam laughed, "Dave is leading already. Are you going to give up? That suits me fine. I will rather keep your ass, even though it will make my daughter sad. That way we have plenty of time to train butt fucking. You will learn to love it." Jo weighted her options and consented, "Push it in" and so he did. She yelled in pain. "Want me to continue?" he caressed her ass. "Yes," Jo could say. "Ask nicely." "Please Sam, fuck my ass." He started to move his cock in this extremely tight hole. Same time he fingered her pussy and clit. Marleen was wanking Dave's cock and moved the dildo rudely. For Jo the pain was easing and she tried to rub her pussy stronger against Sam's fingers. She was near to climax when Marleen shouted, "We have a winner here!" Dave's sperm was dripping from the car's side. Jo's world collapsed. She didn't even care about Sam's more intense fucking. She just stood there desperate and endured till Sam was finished. Sam took her to his armpit. "Darling. Looks like you will stay here. I'm sure you will learn lot of new tricks to keep me and Ed satisfied. Your pussy and ass will have a lot of attention. That should make you real happy." Jo dropped on her knees, bent her chin against her chest and sobbed. Sam waited for a while and then said, "I was just kidding. You both can go. Take your car and leave. Ed had fixed it so, that you can manage to the next station, but don't try to drive any further. I will tell you the way there. We will keep your money and stuff as a compensation of our hospitality and car repair. Don't worry. I know the owner of the station well. I'm pretty sure you can find a way to pay him. As a matter of fact, I will call him you are coming..." Dave and Joanne drove on the highway. Dave had still only a T-shirt on. Jo was naked under a dirty blanket, which she had gotten from the station owner. Her breasts and ass were covered with black finger prints. Also the skin around her lips was stained. They were heading back home. During the whole trip Jo had refused to speak a word to Dave and she never would. Joanna Act 01 I had been going to the University's gym for over 2 years and 3 months. The gym itself had two levels, the top which had a juice bar and some of the cardio equipment and the bottom level which had the rest of the equipment, racket ball rooms, climbing wall, and shower facilities. All in all, it was a very nice gym and the University had spared no expense. I was starting my junior year at the University in Tampa as a Business major and I was becoming the man I had worked so hard to become. I wasn't what I would consider a health nut but I did go to the gym religiously, 3-5 times a week. In High School I was that fat kid and having had a taste of what it was like to be with a hot girl, I wanted it again. After 27 months of hard work, I was really enjoying the glances I was getting from women. I'm about 5'9" and weight about 185 pounds with a pretty well toned body. I have short straight, dark brown hair and blue eyes that ranged from light blue to dark depending on my mood. While I have a well toned body, I made sure that I didn't get extremely muscular as that wasn't the look I wanted. One thing I really like about me is that people tend to open up around me. I'm not sure if it's my face or my eyes, but women especially have told me they feel like they can tell me anything and I won't judge them harshly. That's gotten me some excellent secrets over the years and some really great sex. I walked in at my usual 10:30am work out time and got started with my usual warm up, 10 minutes on the treadmill. It wasn't particularly busy at the moment with only about 20 people working out in a gym that could easily accommodate 150 people. I had been jogging for about 2 minutes when I noticed her walk in. She was about 5'8", blond hair tied back in a ponytail, voluptuous well tanned body, large C-Cup breasts, hourglass figure, and amazing ass. She was dressed to impress in light blue spandex shorts and white sports bra. I tried my best to watch where she went but lost her when she went to work out on one of the cardio machines behind me. I finished my remaining time on my machine and moved on to weight lifting. This was a Wednesday which is the day that I hated the most of my work out, legs. I wanted to get this done as quick as possible so I went to my first machine did my reps then went to the second. After I finished I stopped to wipe my sweating brow with the bottom of my T-shirt and noticed she was watching me. I wondered if I was her type and wished I hadn't worn such a light pair of dark blue shorts as the idea of what she might have in mind racing and my penis growing. I decided to ignore her figuring a girl like her has got to have a boyfriend and went to my third machine. As I was about to get to it, she got to it first, knelt down and started adjusting it. She looked up at me with beautiful Jade green eyes and asked in the most melodic soprano voices, "Oh, were you going to use this?" she asked smiling up at me. "I was," I replied doing my best not to imagine what it would be like having her kneeling in front of me with my dick in her mouth. "How about we share?" she asked and I quickly agreed. She introduced herself as Joanna, a sophomore psych major. I introduced myself as Mike a 3rd year business major. My first thought was of her as a couple's therapist and teased her that she would be horrible at the job since she'd end up break up marriages with a body like hers. We continued on like that in between sets for awhile, me teasing her and also lightly flirting with her all of which she was very receptive to. Instead of my usual 2 sets, I did 4 just to keep talking to her. Eventually my muscles decided I needed to move on and told her I was done. "Where to next?" she asked and I pointed to the next machine over. "Me too she said and got out of the machine to move over to it while I cleaned off the seat. As she got out of the seat, she bent over to pick up her keys locking her knees and bending at the waist. I got an amazing view of her ass and again cursed myself for wearing boxers under my shorts. Because of that little show, I decided to start getting more aggressive and seeing where her limit was. "Have you always been such an exhibitionist?" I asked her and was rewarded with a devious little grin. "Not always," she replied. "Part of my rush involved me losing my microkini at Clearwater beach at 1pm when the crowd was huge. I was totally embarrassed but at the same time so turned on by it." "What's a microkini?" I asked. "Well, the one I had was dark green and basically a G string but instead of going around my hips it went over my shoulders. It was barely wide enough to cover up anything and I had to be very careful how I moved or I'd pop out," she replied starting to blush a little. I laughed and said, "I wish I could see you in something like that." She giggled and said, "Too bad cause I didn't just play like I lost it, I really did!" I grinned and replied, "I wish I could see you in that as well." With that I winked and started another set. We continued to talk about the various dares she undertook in order to get into her sorority or egged on by her sisters. She told me about the time she went into a fast food restaurant and ordered in her birthday suit. The time she had to strip two miles from the sorority house and make it back there alone. The one thing I hadn't heard and was waiting to hear was dare involving sex. Even still I could tell my dick was responding to the idea of a completely naked Joanna even if I was waiting for her to tell me something better. We moved to the next machine and when we got to she caught me off guard when she knelt down at this machine under the guise of putting her keys down. I stopped maybe half a foot from her but didn't step back. She moved around to face me, still kneeling, and looked up at me with a mischievous little smile. She looked down at my crotch and licked her lips which made the idea of fighting my growing erection almost impossible. She leaned forward to get up and as she did, I could feel her breath hit the end of my penis forcing me to fight even harder to, well, not get harder. Unfortunately for me, this was a standing machine and I cursed myself again for wearing boxers. I would be standing up as I worked my calves and if she kept up this teasing I'd be standing up in more ways than one. She was standing now, looked at me innocently and asked, "Do you want to go first or shall I?" She was clearly enjoying teasing me and my dick was enjoying receiving it so I decided to go first hoping this would get my mind off of sex with her. We kept trading off for awhile before I finally decided to ask a question that I was dieing to hear the answer to. "So what sexual dares have you done?" trying not to sound as eager as I was for the answer. She nearly slipped off the machine when I asked which let me know she had something good to tell me. There were a few people in earshot and a few guys in particular were paying very close attention to her next few words. She stared at me with an amused look on her face for a moment and then shook her head. "No, I don't think you get that just yet." I vocalized was the guys were surely thinking, "You know you wanna to tell me," I said grabbing her hips and turning her towards me. She smiled coyly and said, "Maybe I do, but you'll have to earn it." "Oh really? And I how do I do that?" "Show me your cock." My confident smile was frozen in place and I didn't know what to think. I was also keenly aware that women near by who were now really paying attention to our conversation and particularly, my shorts. I looked around noting the various cameras around the area and said, "No way." She looked at me curiously and asked, "Why?" "Because I don't feel like getting banned from the gym or worse, arrested." She laughed and replied, "Who says you need to drop your shorts? Just pull your elastic out a bit so I can see." I thought about it for a moment and before I could talk myself out of it, walked up to her, and pulled the front of my elastic shorts forward so she could see inside. "Nice," was her response and she went back to working her calves. I got the impression that a few of the girls were disappointed that I didn't drop my shorts but, like I said, I'm not getting kicked out of here. I waited until she was done and asked, "You have a story for me?" She hoped off the machine, put her arms around my shoulders and hugged me pressing her body against mine. She leaned forward and began whispering in my ear the dirtiest story I had ever heard. She described in graphic detail how she had sex with her now ex-boyfriend and his best friend in the common room of her sorority. While she was telling me she would occasionally go up on her tip-toes rubbing her pelvis right against my crotch. I had taken the opportunity to put my hands on her ass and hooked my thumbs under her spandex, casually rubbing her ass. She asked, "So, what do you think?" smiling at me innocently as she continued to rub against me. "I think you can feel exactly how I feel about your story," I responded as my now fully aroused penis pressed against her. She giggled and pulled away at arms length from me and looked down. My penis was fighting the thin fabric of my shorts and I had given up trying to hide it. We stood there staring into each others eyes neither one of us willing to break first. "And with that, my work out is done," I said trying to break the tension. "I've got class in about 30 minutes so I need to take a shower, but before I do that I'm definitely going to need your number." She smiled and said, "Ok." We went over to the shelves which held bags people tended to bring with them. I opened my gym bag got out a pen and sheet of paper and wrote down her number. I still wanted to find out where her limits were so I decided to take things a step further. "So, I took one of your dares, how about you take one of mine?" That sexy little mischievous grin came back and asked, "What did you have in mind?" "Well, you seem like a girl who can't turn down a challenge," I replied trying not to ignore my heart thumping in my chest. "So, show me your pussy." There wasn't a moment's hesitation when she pulled her spandex bottoms forward and showed me the answer to one question I had, she was completely shaven. She also looked aroused which didn't help the tent in my shorts. I shivered and said, "I better make that a cold shower." She laughed and asked, "When are you working out next?" I said tomorrow, back and abs, same time. She smiled and said, "Great I'll see you then." I grabbed my gym bag and quickly made my way to the showers, stripped off my clothes, turned on one of the shower heads and furiously masturbating to the image of that new blond beauty. I was happy to be alone but admitted to myself it wouldn't have mattered either way. Thursday I walked in again at my usual time and saw her already jogging on the treadmill. "My, aren't we eager," I thought as I walked over to a treadmill near her. Today she opted for matching red sports bra and spandex bottoms which were definitely her color. The gym was a little bit busier as it usual is on Thursdays with about 40 to 50 people working out. "Good morning," she said as I stepped up and began my run. "Morning," I replied and matched her smile. We made small talk for about an hour or so as I took her through my work-out. We talked about a great many different subjects but nothing all that interesting. I think I was failing to keep the conversation interesting because I was so thoroughly enjoying watching her work out. I changed my lower back work-out just to get her to use a machine that I knew would make her ass look amazing and test her on how self-conscious she was. This machine was at a 90 degree angle that forced you to bend forward at the waist. I was glad I chose to where tighter underwear today cause the view was amazing. From then on, our conversation became a bit more sexual. I guess she was also turned on by being on display like that and wasn't self conscious at all. We were shamelessly flirting with one another and didn't care who was in earshot. We would accidentally get in each other's way so that we could rub up against one another. Even with her sports bra, I could tell her nipples must be really hard by now. I was getting more and more physical with her, putting my hands on her trying to find her limits. At one point I pulled her close to me and kissed her to see her reaction. We kissed lightly at first, and then became more aggressive as out lips parted. Other times we would both slap each other's asses and it was clear the sexual tension between us was getting pretty thick. Finally, we moved over to our last exercise, working the upper back. This involved a flat bench where you knelt with, say your left knee, bent forward and balanced yourself with the opposite hand, in this case the right hand. You bend forward and pulled the weight up from the ground with your non-balancing hand in this case the left hand. After you're done with a set, you switch hands, knees and repeated. As you might imagine, bent over like that you but it pretty exposed. I always wondered if there was some gay guy checking me out but in this case, I knew it was a hot blond and was enjoying it. After I had finished both of my first sets she said, "Good job!" and slapped my ass pretty hard. I yelped and feigned injury saying, "Ouch, that's going to leave a mark." "Aww, want me to kiss it and make it better?" she asked a note of lust in her eyes. "Later," showing my own lust for her in my eyes. "Right now, I want you to bend over." My hands were on her hips again and I said slowly turning her towards the bench gently guiding her to it. As she knelt on the bench, my right hand went to the small over her back and I guided her into the position. Rather than remove my hands, I moved them down and began caressing her ass. She only got through maybe 3 reps with her right hand before dropping the weight. She placed her right hand on the bench and leaned forward arching her back making her ass look that much better. I looked in the mirror in front of us and noticed she had closed her eyes as she really got into what I was doing to her. I also became aware of how much attention the two of us were getting. I leaned forward and kissed her on her right shoulder. As I did this I moved me left hand and began lightly rubbing her pussy through her spandex. The reaction I got was amazing as a shudder ripped through her body and an involuntary moan escaped her lips. I whispered into her ear, "I have a dare for you." "Mmm...and what would that be?" I could tell by the way she said it that I could probably dare her to fuck me right here on the bench and she'd do it. But I wanted a little more privacy so I stopped what I was doing and pulled her up to a standing position. "I challenge you to take a shower with me, right here, right now," I said whispering into her ear. She grinned and turned to face me, asking, "That's it? As turned on as I am right now, I was thinking of doing that already." I matched her grin and said, "You have to take your clothes off in the woman's locker room and come to the men's wearing nothing." She was pretty shocked by my challenge and for the first time I saw doubt on her face. Just like my concerns yesterday I could tell she was also concerned about getting banned from the gym. "I can't do that, the guy at the front desk might see me on the camera and call campus security." I smiled and said, "Gary? Nah, he wouldn't, he commented yesterday on how hot you were and it would make his day." "But I don't have my shampoo or conditioner, or even a change of clothes, or even a towel!" she protested. "The towel is easy I can go get one from Gary," I said. "As to the rest... I guess you'll just have to find something else to do in the shower." I could tell by her reaction that I had her but she still had doubts. "I'll tell you what, I'll make it easier for you, I'll go and distract Gary and have him get your towel while you make your way there. But in exchange, you can't bring any of your clothes with you." I managed to shock her again by upping the stakes. "So now you want me naked and alone with a bunch of guys?" "No," I said with a completely confident smile on my face. I leaned forward staring into her eyes and said, "You do." We locked eyes for what seemed like minutes and she finally began to smile, "Go get my towel." I was giddy (yes, I said giddy) with excitement and said, "Give me two minutes." "Two minutes?" she protested. "It's not going to take you two minutes to walk up there. "No it won't, but it will make your nervous anticipation of being caught naked that much sweeter," I said and quickly walked away before she could say anything. When I got to the stairs leading up to the front desk I looked back and caught her already moving to the woman's locker room. The Men and Women's locker rooms were separated by about 200 feet and were sort of tucked away in the back of the gym. Generally speaking most people didn't go into them unless they planned to shower or change clothes. Reason being there were bathrooms a bit closer to machines so most people didn't use the locker rooms to go to the bathroom. Still, it was quite possible she'd be spotted when she went out in the buff. I quickly ran up the stairs and up to the front desk. Gary, a buddy of mine was still there as was another guy Doug. I walked up to Gary and said, "Hey man, I forgot my towel, could I borrow one?" He replied, "Sure thing," and handed me a towel. I said thanks and was about to leave when I leaned in and motioned for him to do the same. "Watch the camera watching the hall between the locker rooms." He looked at me funny with an obvious question. All I said was, "Enjoy," and took to the stairs. I walked as fast as I could without trying to draw attention to myself and walked back to the men's locker room which was further along the end of the hall than the woman's locker room. The camera was at the end of the hall facing back towards the gym and monitored anyone going into either locker room. It also meant that the moment she stepped out, Gary and anyone else would have a full frontal shot of her as she moved between locker rooms. There were no doors to the locker rooms but rather a door that caused you to make a sharp right then a sharp left as you entered. I leaned back against the door with her towel over my right shoulder and waited. I didn't have to wait long before she peeked her head out of the girl's locker room. She looked down the hall away from me to make sure no one was coming then stepped full out. I quickly drank in her beauty as she was indeed wearing nothing. She quickly turned and had intended to make it quickly to the other locker room. She stopped abruptly when she saw me a look of surprise on her face. She smiled and laughed. "Let me guess, you told Gary to watch the camera instead of distracting him." I smiled and nodded and motioned for her to turn around. She held her hands away from her body and slowly turned around. When she was facing me again, she struck a pose raising her hands above her head causing her breasts to rise and my dick to fight hard against my shorts. She confidently strode toward me and grabbed my right hand dragging me into the locker room. Once inside, I guided her to my locker, opened it and put my bag down. While I did that she knelt behind me and pulled down my shorts to my ankles. She giggled when she noticed I was wearing spandex bottoms. "So that's how you made sure no one saw your erection." I pulled off my T-Shirt and slowly turned around stepping out of my shorts. I stepped out of my shoes and was trying to get out of my socks when she leaned forward and kissed the end of my penis. Joanna Act 01 At that, I stopped what I was doing and watched what she was doing. She looked up at me with a mischievous lightly smile and lightly nibbled on my penis. I was caught between pain and pleasure and waited to see what she would do next. She raised her hands to the top of my spandex and pulled them down finally letting my erection free. I was already nearly fully erect when she brought her lips to my penis taking the head inside her mouth while she began stroking the shaft with her right hand. She swirled her tongue around the head of my penis and I was in absolute heaven. At that point it dawned on me that that dare was to shower so I pulled her to her feet. "I believe the dare was to shower," I said, pulled off my socks and went to the end of the aisle of the lockers. The showers themselves offered nothing in the way of privacy. Here again, there was no doors but only the same right left entrance. Each shower had only a shelf to put your shampoo and what not and the nozzle; you were completely exposed to everyone. When I walked in I was surprised to see four other guys in the shower area. All were college aged white guys. One had been soaping up but was staring at Joanna a startled expression on his face from seeing the gorgeous naked woman walk in. I let her walk in few seconds ahead of me because I wanted them to see her alone to get their mind racing. I also wanted their full attention on her as I fucked her. As I stepped in I noticed her smile at them and said, "Hello boys." I heard muffled hellos and stepped in behind her pressing me erection against her ass. I turned her to face me kissing her deeply for a moment letting our tongues battle one another. I began walking kisses down her neck and chest pausing to tease a nipple with my mouth while my hand played with the other. She moaned in pleasure and after awhile I began walking kisses down her firm stomach. I knelt down, put her left leg over my shoulder and brought my lips closer to her pussy. She was already so excited that her clit was easily visible. I looked up at her and extended my tongue slowly moving my head closer and closer to it. I was agonizingly close to her and saw her pleading look for me to touch her. I figured I had teased her long enough and eagerly began licking her clit. Her hands were up above her head and she was gripping the shower nozzle to keep herself balanced. I had my hands on her hips to help steady her on the now slick floor. I continued to eat her pussy and she tilted her head back closing her eyes. She began moaning, dropped one of her hands and cupped one of her breasts. She began breathing heavier and moaned louder as I continued to play with her pussy with my tongue. The hand that had been rubbing her breast went down to my head. I felt her gently pressing my head against her crotch. I knew she was close so I gripped her hips a bit tighter and licked her clit even faster. The effect on her was amazing and she moaned louder. Those moans turned into, "Oh god, oh god, oh go..." the last word was caught on her lips as waves of pleasure hit her body. She pressed my head firmly into her crotch and I held on tight when I felt her weight shift. Her body shuddered with pleasure and I was positive she would have fallen if I hadn't gripped her so tight. She grabbed a handful of hair and squeezed a bit as she road her orgasm through to its end. Eventually she pulled my head away from her and looked down at me with a look of complete satisfaction on her face. I heard a, "Wow," from one of the guy watching us but I didn't know or care which one it was. I stood up and let the water cascade down my face washing away her juices from my face. I felt her hands wrap around my cock and gently begin to stroke it. She leaned forward slightly and I could tell she meant to start sucking my cock again. I wasn't having it and lightly pressed against her shoulders stopping her. She looked up at me as I put my hands around her waist gently turning her around to face the wall. I put my left hand on her shoulder and grabbed my cock with my right. She bent forward and looked at me over her shoulder as she lightly drew her right hand over her ass cheek. I pressed my penis against her and slowly pushed my way in. Her eyes rolled back and a moan escaped her lips as pushed all the way inside her. We began a slow rhythm at first and I gradually increased the tempo. Every so often she would remove a hand and rub her breast and tease her nipple. I kept the pace consistent and would slow down every so often so I didn't cum too quickly. Sometimes during the slower rhythms she would roll her hips around in a circle which felt amazing. Other times, I took the opportunity to see what was going on around me. I noticed all four guys were staring at Joanna while jerking off. I knew I was the envy of every guy in there and it was a huge ego boost. She had started to breathe heavier again and I could tell she was getting pretty close to climaxing again and I was close to cumming myself. I wanted to give her one more orgasm before I cam so I slowed the pace down again. I pushed into her hips forcing her to move more upright. I leaned forward and kissed her passionately as I continued to slowly thrust myself inside her. I wrapped my left hand bellow her belly button and took my right hand and rubbed her clit. Her body shuddered and an, "Oh god!" escaped her lips as she broke our kiss. I knew I was in completely control of her body and relished every moment of it. I started kissing her again and rubbed her for only a little longer since I wanted to cum with her. I quickly removed my hands, bent her forward again, grabbed a hold of her hips and began slamming my hips into hers. She began moaning loudly as I continued pounding her as fast as I could. In no time at all she was moaning loudly. She was rubbing her pussy with her right hand I as she moved closer and closer to climaxing. She dropped her head forward and quickly raised it with a look of complete ecstasy on her face as her second orgasm hit her. Her mouth hung open and her eyes glazed over and her body began to shutter. I was already so close that when her pussy contracted, I lost it and came right inside her. Somewhere in my mind I heard a voice screaming pull out but I didn't. I continued thrusting inside her when I felt her loosen and tighten around my cock milking me dry. Once I could focus again, I looked into her eyes, a look of defiance in her eyes and on her face so I trusted a few more times before finally stopping. We were both breathing heavy and were both spent from the experience. The four guys began clapping and cheering at what must have been the hottest scene they've ever seen. I notice all four of them were limp and was surprised that I didn't notice them cum. I pulled out and cleaned myself off in the shower then stepped aside so she could. I decided not to bother shampooing and quickly ran the soap all over my body. She moved over to the next shower and did the same. We got cleaned up and started walking back to my locker when it dawned on me, where were our towels? So as we rounded the corner to the aisle where my clothes should have been scattered all over the floor, I noticed they were gone. I looked at my locked locker and dialed in the combo to open the door. I opened it and everything was gone. I was trying hard not to freak out and wasn't sure what to do. She said, "Let me go get my clothes and we see about finding yours." We went to the entrance to the locker room and she again peeked out. Seeing no one she began walking toward the women's locker room when the gym's intercom started. Our names were said and we were told to come to the lost and found at the front desk since our items had been located. She stopped, turned to me and laughed. Apparently Gary wanted a closer look and had snuck in to grab our stuff. I told her to check the women's room just in case as I walked towards her. She went in to try and find her stuff while I stood outside. I turned to the camera and flipped it off while I waited. Again, the intercom said to come up for our stuff and I laughed shaking my head. It wasn't long before she came out and said she hadn't found anything. I took hold of her left hand with my right and said, "Shall we?" She giggled and we began walking towards the gym. Just as we started walking three girls rounded the corner and were shocked to see two naked people walking towards them. Their eyes settled on me and more importantly my crotch which definitely turned me on. As we walked past them I teased them by saying, "Hey ladies, I'm up here," pointing at my eyes and all three blushed. As we rounded the corner I heard them laugh. As we entered the gym and made our way to the stairs, there were lots of gasps and, "Oh my gods," from various people. Then came the whistles and various cat calls. I watched Joanna blow a kiss to the crowd and I just laughed. We walked up the steps and surprised a new group of people who hadn't seen what was going on. I was beginning to stiffen up as I saw various hot girls openly stare at my penis. It didn't help when Joanna noticed and wrapped her hand around it. She kept her hold and guided me by my penis to the front desk. When we got there I noticed our stuff carefully placed on a table next to the front desk. "Hey Gary, thanks for finding our stuff," I said and watched him as he checked out Joanna. He mumbled some response but hardly noticed me. She casually gave my penis a few strokes before letting go and we began dressing. We went about it casually neither one of us embarrassed to be seen naked. I stared deeply into the eyes of one girl who I though was particularly sexy. She knew exactly what was on my mind as I slowly smiled. I finally broke my eye contact with her with a smug smile on my face. After I was fully dressed she was still staring at me a look of confusion, shock, and desire on her face. "You ready to go?" I asked Joanna as we were both now fully dressed. Definitely was her response and we began walking out. She put her hand in my waistband and I put my hand around her waist as we exited the gym. I gave the girl who I stared at a wink and walked out with Joanna. I ended up missing my Thursday classes and was grateful I didn't have classes on Friday as we spent all day giving each other orgasms. I felt so lucky to have met someone so amazing though only a few days later I would begin to second guess that opinion. Course, that's another story all together. Joanna Act 02 The story continues... I woke up around nine in the morning and couldn't help but smile. The gorgeous, jade green eyed blond who I had met only days before was sleeping contently resting her head on my chest. Neither one of us were clothed and I could easily make out her round ass under the light sheet that was covering us. I could also feel and see my erection pitching a tent under the sheet so I decided that needed to be taken care of. I carefully extracted myself from her and the sheet so as to not wake her and walked to the bathroom in my room, quietly closed the door and carefully relieved myself. I waited for the toilet to finish its cycle before slowly opening the door. Good, I thought, she wasn't a light sleeper. I left my bedroom, moved through the living room and into my kitchen. Then it hit me, I have no idea what kind of food she liked for breakfast. The day before, we had gone to this bagel shop that I liked. I decided French toast was a safe bet and got started. About ten minutes or so and nearly done, she walked into the kitchen wearing nothing but a smile. She said with her beautiful soprano voice, "Good morning," wrapping her arms around my shoulders and giving me a deep kiss. She was about 5'8" with shoulder length blond hair, large C-Cup breasts with a well tanned hourglass figure and an amazing ass. We finally broke apart and I let my gaze travel down her body before meeting her eyes again. "It is a very good morning," I said with a smile. "So, what are you making me?" she asked looking over the stove. "French toast, nice. And how exactly do you plan to make me pay for this delicious meal of yours?" she asked slowly licking her lips and letting her gaze travel down my body. I grinned and said "I think you can figure something out," I said as I turned my body towards her. She knelt down in front of me and looked up at me with a smile across her face. She leaned forward and went to work on my shaft. It didn't take long before she got me fully erect, sliding her mouth up and down my shaft, teasing the tip of my penis with her tongue, and deep-throating me enough to convince me she had no gag reflex. She stopped when she noticed I was completely focused on her and said, "Hey, don't burn my toast." I tried to go back to cooking as best I could while she went back to sucking. Hers were done so I took them off the burner and went back to watching her. She could tell how much I loved having the tip of my cock licked and could tell I was getting close. She continued to rapidly stroke me while teasing the end of my cock and I came all over her pretty face. I just loved the fact that she continued to work the tip with her tongue while I came. Most girls reacted by withdrawing at the point of release but this girl... wow. She leaned forward and gave my now limp penis a gentle kiss on the head and rose to her feet. She went back into the bedroom and I could hear the bathroom sink turn on. I also took the opportunity to clean up in the kitchen sink and started my own French toast. When she came back she gave me a mischievous little smile and said, "Paid in full I think." "Most definitely," I replied giving her a deep kiss. I went back to cooking my own French toast and when mine were done, I joined her at the table and we ate. "These are really good," she said and I thanked her. There wasn't much conversation as we ate our meals. Eventually she broke the silence with a rather provocative question. "So when will you be ready to go?" I laughed and replied, "You're insatiable." She smiled and said, "No I mean when can you drop me off at my place?" For the first time in three days, I frowned. I knew all good things must come to an end but I had hoped that end wasn't coming so soon. "You're leaving then?" She grinned and said, "You make it sound so final." I matched her grin and said, "Nah, I've just had a really great time with you and didn't want it to end. She smiled at me and reached out to hold my hand. "I was also thinking about how we might take things to the next level." That piqued her interest and she was looking at me intently. "What, in your mind, is the next level?" I thought about that for a moment. "Remember when we had sex on the balcony?" She smiled and said she had. "I absolutely loved it but I must confess, the fact that I no one saw us was kind of a bummer to me." "I see, so you're looking for a crowd to have sex in front of." I wasn't quite sure how to respond to that. I suppose this was the angle I was going for but I'm not sure how I would feel about it. I mean the first time I got naked with her all I could think about was fucking her for the first time. But this time... Since I didn't respond she asked, "What are you thinking?" I told her I had my doubts about being naked in public and she laughed throwing the fact that I performed just fine in the gym's showers. I laughed and said, "It's true, I don't know why, but I'm very hesitant about doing it." She was still smiling when she said, "You know all the guys will be looking at me right?" She finished that by leaning back against the chair and stretching her arms above her head arching her back and making her breasts look that much better. I was still staring at her breasts when she leaned forward and looked at me again. She smiled and innocently said, "See?" I nodded and accepted the fact that she had a point. "Good," she said. "I'll tell you what, I want to show you something this Monday but you have to promise me something." I was a little leery of where this conversation was going but I was also intrigued about the possibilities. "And what's that?" I asked. "Uuh uh, promise me you won't freak out first?" "That's a pretty big promise to make when I don't know what you will be doing." She nodded and stood up. She stepped around the corner and I moved my chair to get up. However, she moved herself in front of me and then straddled me sitting down on my lap. "Just promise me you won't freak out?" she almost sounded like she was pleading with me the way she asked. I gently rubbed her thighs, smiled and said, "Ok, I promise I won't freak out." She matched my smile and leaned forward gently kissing me on the lips. She leaned back and said, "As much as I'd love to continue going in the direction we're going, I really do need you to take me home." I smiled and nodded, slowly rising to my feet so she didn't get pushed off too quickly. "Actually, now that I think about it, I have to work today and tomorrow so why don't we see each other on Monday?" She nodded "Sounds good, are you available around 3pm?" I nodded and she smiled. "Good, I think you're really going to like this." I didn't look so certain and she added, "Or you're really going to hate it, but I think you will like it." She got dressed in the same red spandex shorts and sports bra she came over in Thursday. I got dressed in a pair of boxers, shorts and T-Shirt and drove her to the front door of her sorority house. Before she got out she gave me a kiss good bye that must have lasted a full minute. "Call me when you get out off?" I grinned and she smiled, rolling her eyes, "From work." "Will do," I replied. She got out, closed the door and I watched her walk up to the front door. She punched in a code to open it and blew me a kiss before stepping inside. I drove off. When I got home, I had a little bit of time to kill so I went home and took a quick shower. I didn't want to take a long one because I knew I'd end up daydreaming about the last few days and I would end up with my dick in my hand. I wasn't kidding when I said she was insatiable. Over the past few days we fucked whenever I could manage to get an erection. We had sex pretty much every where in my apartment and twice on my balcony so I had plenty of material to jerk off to. I dried myself off and got dressed for work. I still had about half an hour to kill before work so I watched a little TV then left. I work at one of the local restaurants near campus. It's a nice place and I make good money there. I usually work as a server but I also put some time in as a bartender. Two of the excellent perks to my job are my boss Melanie and Michelle, this very sexy little lipstick lesbian. Melanie was great and hot too. She didn't dress very sexy but I could tell she had a wonderful body underneath her cloths. Michelle on the other hand just radiates sex appeal. She is this blond that now that I think about it, looks pretty similar to Joanna. Her eyes were the big difference; hers were this amazing shade of blue that I loved staring into when we talked. She was dating this sexy little Latina named Lisa and I swear she made excuses to come in just to make out in front of us; they definitely got off on the attention. Unfortunately, there'd be no show today since Michelle wasn't in so I went up front to talk with the hostess Sarah. She was a cute brown eyed brunette but had one flaw that I just couldn't get past; an engagement ring. She was a good conversationalist though so I made time for her whenever I could. She teased me about having this after sex glow about me so I teased her back that she needed to get her fiancé to give her the same. It wasn't long before I had my first table so the work day began. It was a pretty typical day. I didn't screw up any orders and I tried to have as much fun as possible. I love all girl groups because I could usually have some fun flirting with them. I got one group of late 20s women who were business types and one of them was openly hitting on me. I flirted back and found the shyest of the bunch, flirting with her non-stop which the others thoroughly enjoyed. As they were leaving the aggressive one named Kim gave me her number and the shy girl Carrie's number too. If Joanna was ok with adding other women, I'd be happy to have them join us. Joanna. It occurred to me that the possibility of invited another girl might be something she'd actually consider. She is definitely an adventurous girl. I was still surprised how comfortable she seemed to be walking up the stairs naked at the gym and how open she was to sex on the balcony. Anyway, Mel asked me to stay for the dinner rush since one of her servers called in so I worked that as well. Usually at her place you work one or the other so I told her she owed me one. The money I made was worth it but I was beat when it was over. It was about 10:30pm when I was leaving, I gave Joanna a call. Unfortunately I got her voicemail so I assumed she was out for the evening. It was probably for the best as I was tired so I went home, watched some TV and crashed. Sunday was much the same. I worked the lunch crowd again, then went home and did a bit of reading for the next week's classes. We had a short conversation that night but the only thing on my mind was what she had planned for tomorrow. She was still not willing to give me any details which annoyed me but at the same time made my fantasies all that much more vivid. I couldn't wait till tomorrow. Monday Monday rolled around and I couldn't be more excited. I did my usual workout at the gym and couldn't help but think about her. I guess Gary couldn't help but think about her too since he asked where she was. I told him he was out of luck as there would be no show today. He was disappointed and I was a little myself. The idea of fucking her in front of a crowd was starting to appeal to me. I must be some kind of freak. Anyway, the work out at the gym was pretty normal with one exception. The girl who I had locked eyes with was there. Last Thursday, she got a good look at me and Joanna and obviously remembered me. She introduced herself as Elizabeth. She was about 5'7", nice hourglass figure, large, D-Cup chest, nice ass, fair skin, and beautiful brown eyes about the same color as her hair. It appeared to me that she was somewhat mirroring my work-out though she wasn't working out at every machine that I was. She was doing a little light flirtation and I was giving it right back to her. I was nearing the end of my work-out when she finally got the courage to ask what was on her mind. "That girl you were with, is she your girlfriend?" I smiled at that and responded, "I'm not quite sure yet. We haven't really gotten to that point where we've talked about what we are to each other yet." "What about exclusivity?" I had just started my first rep when she said that and I smoothly set down my weights. I gave a short chuckle and jokingly said, "Well now, if we're every looking for a three-way, I'll keep you in mind." She stepped in close to me and leaned forward so that I had an excellent shot of her breasts, though covered as they were by her sports bra. She stopped only a few inches from me and stared deeply into my eyes. "We don't have to include her." I was caught completely off-guard by her aggressiveness so I stared at her a moment with nothing to say. She took the opportunity to look down at my crotch which made fighting my growing erection that much harder. I wanted her, I wanted her bad. But as bad I wanted her there was no way I was messing things up with a certain blond beauty. My composure restored, I said one of the most difficult things I've ever said. "I'm sorry Elizabeth, but the only way you'll have me is if she lets you." She smiled back which both surprised and confused me and said, "Sounds fair, I'll see what she says." She straightened herself up and slowly turned so that I got a great shot of her ass which I eagerly drank in. I watched her walk away and just shook my head and laughed. Where was she last month when I was single? I finished my last set and a little bit of cardio and then hit the showers for what seems to be a running theme of cold showers. Classes were predictably boring. It's not that I hate my major or anything it's just that they can get pretty dull. It also didn't help that I was thinking about what Joanna had planned at 3 today. Course, thinking about me, her, and Elizabeth together didn't help me pay attention either. Although I loved that particular fantasy I didn't put much stock in it happening. At about 2:30 I got a text message from Joanna asking me to meet her in one of the art buildings in the middle of campus. I've had a class there before but not for awhile. I figured she was over there and wanted me to meet her there before we went someplace off-campus. So, once my class was done, I headed on over. When I got there, I saw her leaning against the wall faced away from me. She was wearing a light, yellow sundress that fell lightly over her body and accented her figure without looking form fitting. I snuck up behind her and wrapped my arms around her waist which startled her. She turned in my grasp and once she realized it was me gave me a big hug. "I'm glad you made it, I was going to have to go in soon," she said. I smiled, "Seeing as how I've been thinking about this all weekend, I definitely didn't want to miss this." She smiled mischievously, "I think you will love this." She led me inside a small, somewhat dark room with one exit to it that had a fairly thick curtain across it. Shortly after, a woman entered and introduced herself as Amy, the instructor of the class. She was a bit younger than I expected being only in her mid to late 20s. She was actually pretty attractive though it was tough for me to see her sexually in the cloths she had selected. She had obviously chosen old baggy clothing because she didn't care if they got something on them. Still, she looked like she had the nice slender body type that I love and I thought she'd look really good if she wore more flattering clothing. "You're sure he's up for this right?" Amy asked Joanna who smiled and nodded. I looked at her curiously but she ignored me. "And you're sure the thing we talked about won't be a problem?" This time I looked intently at Amy who continued to ignore me. She smiled and said, "Nope I'm taking care of that right now." I looked at her curiously then back at Amy who smiled, looked at me and said, "Have fun," before turning and stepping through the curtain. I looked at Joanna and was about to ask her a question when I saw that she was pulling her sundress over her head revealing nothing underneath it. "Take off your clothes," she said as she started undoing the belt on my khaki shorts. I was a bit surprised by this turn of events but who was I to complain? I pulled off my T-shirt and by then she had my shorts around my ankles. She was already kneeling and took my cock in her mouth. I stepped out of my shorts and watched her work. I'd been enjoying what she was doing to me when I thought I heard the curtain open. I looked up to see Amy standing in the doorway watching us. I expected her to look away when I caught her but she didn't. I could tell she was enjoying the show so I was eager to give her one. I pulled Joanna up and turned her around walking her over to a the sink in the room. She bent over and I slowly eased myself inside her. She was already so wet and was clearly getting off on being watched. I began fucking from behind at a pretty good pace. "Harder," she demanded and I was only too eager to oblige. I grabbed a hold of her shoulders and began pounding her. It was then I realized she was intentionally keeping her voice low and she was trying not to moan too loudly. We hadn't been going too long when she said, "Don't cum inside me," as she began riding her own orgasm. It took all the control I could muster but I held off reaching my own orgasm as she rode hers. Finally I couldn't hold back anymore and warned her. She pushed me back from her and knelt down wrapping her lips around the head of my penis and jerking me off with her right hand. The moment I felt her tongue tease the end of my penis I exploded in her mouth. She continued jerking me off until I was spent, swallowing every drop of cum. We got cleaned up at the sink and I noticed Amy was still there. "Enjoy the show?" I asked making no move to cover up. She smiled and said, "Yep, but I really wanted to see which position you too looked best in." "What position we..." I started. At this point I was more angry than confused and said, "Ok, I've been more than fair about this and I want to know what this is about." Amy smiled and looked at Joanna, "He's all yours," which got me that much angrier. Joanna picked up my watch and nodded. I noticed she too wasn't getting dressed which softened my anger and confused me a bit more. "Ok, remember how I said not to get mad?" I nodded and waited for some really bad news. "Well, I signed us up today to model nude for an art class." I was thinking she'd was going to tell me her and Amy are lovers or something, not this. Hell, a few years ago, taking off my shirt in public was something I refused to do, now I'm supposed to be completely naked? As much as I hate to say it, my first thought went right to my size. She must have read my mind and said, "Trust me baby, you've got nothing to worry about." "What happens if I stiffen up?" She grinned at that question and I realized she had just taken care of that possibility. "Ok, what about later?" Her grin got even bigger when I heard Amy addressing a crowd. I realized my time to decide was basically over and it was definitely too late to talk my way out of this. She walked over to the curtain and asked, "You ready?" and was clearly ready to go herself. "Shouldn't we have robes or something?" She smiled and said, "Nah, trust me, you'll love this even more if you walk out with nothing on." The first time I thought but let it go. I suppose I'll have more questions for her some other time. I resigned myself to this happening and decided I might enjoy it. "Well, if I'm going to be naked in front of a crowd of strangers, I might as well enjoy it." She gave me a bright smile as I walked over to her, grabbed her by the hand and pushed the curtain aside as we walked into what was a smaller room than I expected. I suppose I figured this would be a crowd of 100-200, but was in fact about twenty to twenty five students. Joanna Act 02 The room itself could best be described as stadium seating without the seats. There were about eight people to a row and each row was wide enough for each person to have a stand with paper on it and a stool for them to sit on. The next row was a feet up so they could get an unobstructed view of the stage. This meant that the last row was about 25 feet up from the stage which, though slightly raised, was still about even with the first row. I watched as every head turned towards me as I entered the room. I figured I had a pretty good idea of what it was like to be a woman entering into a room full of guys dressed to impress because this kind of attention was overwhelming. I made eye contact with a few women in the class and it was clear what they were thinking by the look in their eyes and what was written on their faces. I silently thanked Joanna for getting me off earlier because I knew I'd be stiffening up already. The instructor introduced Joanna as a returning model which made me curious but now wasn't the time to ask. The class was mostly female, I figured about 20 with a few guys sprinkled here and their all of whom were drinking in Joanna's body. Then I noticed her. Sitting second row on the left I saw Michelle looking very amused at my naked state a short walk away. I then noticed Lisa who was dividing her attention between me and Joanna. I grinned at that and knew Lisa wasn't exclusively into girls. The instructor introduced me as a new model and I got a few whistles mostly from the women in the crowd. However, one of those whistling was one of the guys which was really weird to me. Amy scolded the class which made me laugh and I waved to the crowd. On stage was a mattress which I assumed we'd be using for the drawings. It was placed at a 45 degree angle so that it faced the right side of the crowd. I was right as Amy instructed me to lie down so that my feet faced the right side of the room. I rested my hands behind my head and waited for her to decide on Joanna's pose. She instructed Joanna to lie next to me on my right side. She was then told to turn over and rest her head on my chest. I was amused as this was basically how I woke up this morning. I was told to smile then we were told to hold our positions. This left me very exposed to the crowd which was something that, to my surprise, didn't seem to bother me. Amy addressed the crowd and told them they'd have the next 50 minutes to draw us. Periodically she would come by and tell us how much time we had left, but she spent the majority of the class circulating amongst her students. After awhile, the feeling of a crowd staring at me was something I was getting used to. Although it wasn't the most pleasant experience holding this position for nearly an hour, the time went by faster than I expected. Amy finally told us we could move and I was relieved. She and I both stretched before sitting up. I wasn't quite sure what to do at this point and I looked to Joanna who only smiled and got up. I had expected her to head to the back room for our clothes but instead, she got up and went up to the first row to have a look at the drawings. I decided to watch her for a little bit. I was surprised how comfortable she was naked in front of and around other people. I must confess I had no idea what she did for a living and now I really wanted to know. I also wanted to go talk to Michelle who was waving me over to her. I went over and she had a big smile on her face. "So this is what you do when you're not working hmm?" she said teasing me. I laughed and said, "First time, but this was a lot more fun than I thought." "I see, I'll have to remember that," she said as she nudged me. I looked over her and Lisa's drawings and was impressed. "You two are quite talented," looking over at Lisa who was checking me out and making no attempt to hide that fact. "You'll find the two of us are talented at lots of different things," she said as her eyes gaze swept down my body once again. I looked over at Michelle who just smiled. Second time today I couldn't help but ask, where the hell were these two a month ago? I just shook my head and laughed, "You two are trouble." Lisa had a very serious look on her face when she said, "The kind of trouble you want." I stared back into those beautiful brown eyes and knew she was right. I had fantasized about fucking both of them and having Lisa be so direct about what she wanted... I wasn't surprised that I could feel my dick start to harden. I laughed and said, "I better move on before you two stiffen me all the way up and I put an eye out." Michelle laughed at that but it was clear to me Lisa was thinking more along the lines of how she could help me get rid of my growing erection. I moved on and made my way through the class. I caught several girls checking me out which was a huge ego boost for me; but few of the other girls were nearly as direct as Lisa. I was a few rows up at this point and looked down at her. She looked good and I was definitely interested. I looked over at Joanna who was talking with two guys in the class. It was amusing to watch the guy she wasn't talking to check her out. One of them said something which she laughed at and responded by poking him. He made a grab for her but she darted out of his way basically into the other guy. She would have fallen over him but basically ended up sitting on the guys lap before he helped her up. I was thinking if touching the opposite sex was ok then I'm going back down to Lisa. Unfortunately, Amy address the crowd just then telling the crowd to take their drawing to the front where she would collect them. She then thanked Joanna and I for modeling and the crowd gave us some applause. Joanna met me at the bottom and asked me if I liked it. I told her I did and went to kiss her but she stopped me. She leaned in close and whispered, "Later." I could feel my dick twitch at that as I wanted to fuck her right here and now. The class departed Amy asked us to wait for a moment. She went and got us two envelopes and thanked us once again for modeling. I opened mine and counted $100 bucks. Not only was this incredibly exhilarating but I'm getting paid, nice. "So, are you two ok with the next one?" Amy asked mostly to me. Joanna immediately said she was and I must confess I had fun with this one so I agreed. "Great, I know you two will love the next one. See you Wednesday." We both smiled at her and started for our clothes before she stopped us. "Just so you know, the next session will involve the two of you in a sexual position." Joanna turned to me with a big smile and led me to our clothes. We got dressed and headed out. I had thought about trying to fuck her then and there but she seemed strangely quiet. Part of me wondered if I had done something wrong but I was quickly proven wrong. The moment I got in my car she was all over me. She told me to head to my place and unzipped my jeans. She leaned over and gave me one of the best blow jobs of my life. It took all my concentration to stay focused on the road but we made. I filled her mouth with cum the moment we pulled in to my apartment complex. We spent the rest of the night getting each other off. Joanna was up for anything I could think of and if modeling nude did this for her, I was in. I also couldn't believe how amazing it felt being naked in front of a crowd. I couldn't wait to find out how it felt to being inside her while they drew us. The next day was an utter blur to me. I didn't see Joanna or even talk to her for that matter as I had given her a ride home early in the morning at around 4am so she would make her classes on time. I had two classes which I barely remembered and I worked that night as well. I'm sure it would have been memorable if Michelle and Lisa were there, but they weren't. Wednesday I couldn't wait until 3 o'clock. I spent the morning in nervous anticipation mostly watching the clock. I was completely unfocused at the gym and in my classes, the notes I took proved utterly worthless for the tests I took later on. When my class finally ended at 2:30 I practically ran over to the art building. I had expected to see Joanna waiting for me again but she wasn't. I was really worried the class got canceled so I immediately went into the changing room. Amy was in there dressed again in a way that suggested she'd look really good with more flattering clothing and we greeting one another. "The class isn't canceled right?" She laughed and said, "Of course not." I must have looked relieved as she laughed and asked, "You really enjoyed the last class didn't you?" I thought for a moment as to how to respond to that and said, "I must admit that I did. I never would have thought this is something I'd enjoy but I definitely do." She nodded, "Well, if you enjoy this part, I might know of a few other places that would be interested in having the two of you model for them." I was amused at the idea that she considered this "modeling," but I only smiled in response. "One thing I want to be sure that you understand though is, you're not here to get off." That made me lose my smile as she continued, "Obviously, the positions I have in mind, you will be inside her, but I don't want you two actually having sex if that makes any sense." I looked at her with a confused expression so she continued, "Ok, let me try again. I'm going to put you two in a few positions to see which one I think looks the best. Three of them involve you inside of her and on of them you are not." I was thinking to myself that there didn't seem to be a downside to any of this. She continued, "Now, there's the chance that at some point you could lose your erection so I might need either you or her to help you get it back." I was pretty doubtful about that being a possibility but she wasn't. "It usually happens and I've found that changing the position is generally a bad idea. So, to be blunt, I usually have the two models fuck until he's erect again." I laughed at that, "So what's the downside again?" She looked at me with a completely serious expression, "Control. As I said, I need you to have an erection so if you lose it, I need you to stop and possibly stop her if she makes it clear that she doesn't want you to." I understood her concerns now and one of my own occurred to me. "Ahh, I understand now. Basically, I've need to have an erection for about 50 minutes and if need be, she can help me get it back." She smiled and said, "Yep. You two can get rid of it after the class if you want, but not during it," which I laughed at. She checked her watch and said, "You've got about 15 minutes or so before I need you out there so relax. I'll come and get you when it's time." I nodded to her and she pushed past the curtain separating the changing area from the larger room. I waited with nervous anticipation for those 15 minutes to pass. I must have checked my watch 20 times within the first 5 minutes. Then it occurred to me, Joanna wasn't here. I wondered if she had decided to back out but that seemed unlikely. I waited the entire 15 minutes and still no Joanna. I wasn't quite sure what to do so I decided to take off my clothes and step into the classroom. I felt that same feeling of intense scrutiny though it wasn't as bad this time probably because not everyone was looking in my direction this time. Amy was talking to some of her students when I approached her. She saw my look of concern and asked, "Is she still not here?" I shook my head no and she asked if I would call her. I nodded and retreated back to the changing room all the while being very aware of the attention I was getting. I stepped past the curtain and found my cell phone, looked up her name and called it. "Hi Mike, is Elizabeth not there yet?" I was a bit confused by that question so I asked, "What?" Just then, the door to the hallway outside opened. I had expected to see Joanna walk through but it wasn't her. I looked her up and down as she did the same to me and didn't immediately recognize her. She was certainly stunning wearing tight jeans and tight red blouse that accented her figure and breasts perfectly. I looked into her beautiful brown eyes and it hit me, "Elizabeth?" I asked. "You were expecting someone else?" she asked with a straight face that broke into a sexy little grin. "So she's there?" was the question from the cell phone I had almost forgotten I was talking into. "Uhh... Yeah, she just walked in." "Great!" she replied and went on to say, "Have fun today and I'm completely ok with anything you do with her." With, she hung up and left me standing there wondering what to do next. It finally clicked, this was Elizabeth from the gym. "I'm sorry, I didn't recognize you with so many clothes on," I said trying to appear comfortable with this development even though I wasn't. "Well then, let me refresh your memory," she said and she slowly began taking off her clothes. She began unbuttoning her blouse from the top button down. With the last button undone, she pulled open her blouse revealing a sexy black silk bra underneath. She reached behind her and, looking down for a moment before making eye contact once again, unhooked her bra letting her breasts spill out. I was definitely starting to stiffen up. She kicked off her sandals and then slowly moved her hands down her stomach to her jeans. She unbuttoned them, then slowly rolled her hips as she pulled her jeans down, revealing a matching black silk thong that was see through, save for a small strip of fabric covering her pussy. She stepped out of her jeans and said, "Why don't you take these off for me." I walked over to her and knelt down. I reached up with both of my thumbs and slowly pulled off what was a black silk thong and what was completely shaven pussy. "Joanna mentioned that I should be completely shaven for this." I couldn't help but taste her, so with my right hand I reached up to the small of her back and slowly pulled her closer to me. She gave a soft moan as I began to explore her with my tongue. I heard her immediately start to breath deeper which gave me all the indication as to how well I was doing. She confirmed it a moment later by saying, "She's right, you are amazing with your tongue." I looked up to give her a grin but when I did she grabbed the back of my head and pressed me back against her. I gave a muffled laugh in response but was only happy to keep going. "God, that feels so good," I heard her say as I kept eating her pussy. I heard someone clear their throat and I shifted position to look behind me. "I hate to break this up but I do need you two out there," Amy said to both of us. She then looked at Elizabeth and asked, "I take it you're filling in for Joanna?" I stood up at this point and caught a mixed a reaction of disappointment and frustration from Elizabeth who answered, "Yep, I'm Elizabeth." I turned to Amy whose gaze immediately went to erection which at this point was defying gravity. "Well, it looks like two are ready, so follow me." She led us out into the classroom when she introduced me and then Elizabeth. There we definitely an increase in whispers and I saw a few girls point in my direction most likely to point out my obvious state. I looked over at Elizabeth who didn't appear shy at all about being naked in front of a crowd. A part of me wondered how I kept running into these exhibitionists but I certainly wasn't going to complain. She went on to explain to the class that the two of us would be positioned in a few sexual positions until she saw what she was looking for. I noticed on stage there was the familiar mattress and well as what looked like a peach colored table that looked a little bit too high for me to bend her over. By now Amy had walked up to the third row and was looking down at us. The class instead of being spread out across four rows was tightly packed in the first two. I wondered if that was their choice or hers but I didn't have long to think about it. "Ok, the first position I'd like the two of you in involves the table over there," she said pointing to the peach colored table. We both walked over to it and I tested it to see how sturdy it was. "Elizabeth I'd like you to grip the edges of the table locking your elbows and bend forward to about a 45 degree angle." The table was about 3 feet wide so her arms were out a little bit wider than her body and from my vantage point, she looked incredibly inviting. "Ok Mike, step up and penetrate her." I still couldn't believe this was happening so I simply responded sarcastically, "Yes ma'am," which drew a short laugh from the crowd. The room became utterly silent as I stepped closer to her. I grabbed a hold of her left hip and held my penis in my right. I rubbed it again her pussy for a moment before grabbing a easing myself inside her. She gave a soft moan as I entered her and since I didn't hear any instructions from Amy, I started fucking her. Both of my hands now around her waist, I began a very slow pace. She didn't feel as good as Joanna but fucking her did feel good, especially in front of this crowd. I started to fantasize about cumming all over her face in front of the 20 to 25 people in the class. I smiled at how the few guys in here had to envy me with this gorgeous brunette bent over in front of me. "I love college," I said which caused the class to laugh pretty loudly, including Elizabeth. "And now comes the part that you'll hate. I need you two to stop," I heard Amy say who was now on the left side of the class. I seriously considered ignoring her as this felt almost too good. But I also realized, this might cost me future gigs and if they were anything like this, I'm definitely looking forward to the next one. Elizabeth on the other hand was not thinking that way and protested, saying, "Does he have to?" Again the crowd's response was laughter and I thought I saw her cheeks blush but I couldn't really tell. "Ok Mike, I need you to pull out just a little bit more... perfect." Amy continued, "Ok, now I need you to focus on the back of her head and look at her like you are going to fuck her until she's screaming your name in ecstasy." She had moved to the center of the room as she said that and I couldn't believe what I was hearing. I just shook my head and tried to give her that expression and was rewarded with a, "That's perfect, now don't move" from Amy. She moved over to the right side of the room and said, "Ok Elizabeth, I'd like you to open your lips just a little bit...perfect. Now I'd like you to stare directly into my eyes very intently, great." "Ok you two, hold those expressions and positions as best you can. Class, start drawing." I heard her walk down the stairs and then saw her come into my field of vision. She had a tape measure in hand and walked up next to us. I wasn't certain what she was doing but it seemed like she was measuring my penis. "Ok," she whispered, "You're about three inches out of her." I wasn't sure why she was telling me this but she continued, "If you lose your erection, I'll let you and the class know." She continued, "I'll need you to start fucking her again until you're in the same state you are right now." I just could not believe this whole thing but dutifully held my position. I couldn't understand how she thought I might lose my erection as I was pretty turned on not only from being naked in front of this class but also from fucking Elizabeth. So I settled in for what I figured was going to be a long and somewhat boring session. Just like the last session she informed us as the time went by. At 10 minutes I was starting to get pretty bored. Last time was easy all I had to do was close my eyes but this expression and this position was starting to annoy me. Sure enough I heard Amy say, "Mike, if you would please?" I knew I was losing a bit of wood but I didn't think it was that noticeable. Joanna Act 02 I started banging her at a slow pace. I could feel myself stiffening up pretty quickly and I must have stiffened to my previous state because in no time at all Amy asked me to stop. I seriously considered ignoring her but again thought of the next session and stopped. Elizabeth was apparently feeling the same way because she said, "Well, this is the very definition of sexual frustration." I couldn't help but laugh at that as did the crowd. Time went by once again and I had to fuck her to get hard again 4 more times. By the time we got to the 50 minute mark, my balls were aching for release. When Amy finally told us we were free to move I could not have been happier. I pulled out of Elizabeth and stepped back letting her stand up and stretch. I took the opportunity to scan the crowd. I say Michelle who was staring at my cock, and Lisa who gave me an obscene gesture. She keeps that up and I'm sticking my dick in her mouth. And then I saw Joanna. A million questions hit me all at once but the most was why. Why did she let Elizabeth take her place today? Why did she want me to have sex with her? From her expression she seemed turned on but I couldn't see why. Elizabeth stepped up next to me, put a hand on my shoulder before leaning in and whispering, "Told you I'd ask her." I turned my head to look into Elizabeth's eyes while keeping my body facing Joanna. She gave me a mischievous little smile as she lightly drew a hand across my chest before grabbing my hand and gently pulling me toward the changing room. I didn't resist as she started to pull me, but I did look back up at Joanna who was quickly leaving the classroom. I wasn't sure how to feel about Joanna's departure but the class certainly had ideas about my departure. Elizabeth and I got several cat calls from the crowd and I got another obscene gesture from Lisa; Yep, I'm going to make her choke. That thought and the sway of Elizabeth's ass in front of me brought life back into my erection. I stepped up and swept her off her feet carrying her in my arms much to her delight and the delight of the crowd. I'm pretty sure I heard Michelle yell something but it was drown out by the rest of the crowd. Either way, by the time I pushed through the curtain separating the two rooms, Amy had gotten them back to making the finishing touches on their drawings. I set down in front of the short, orange couch that looked like it had seen better days. There was also a ragged looking brown love seat that I thought we might make use of but my attention went back to Elizabeth as her lips closed around the head of my penis. She placed her hands on the side of my thighs and began bobbing her head up and down on my cock. I've never had a girl blow me like this before. Admittedly I didn't have an extensive list to draw from but most girls, even Joanna, had to grab a hold of my cock. I was amazed at her technique and loved watching her do it. She's been sucking my cock for a few minutes when she finally took me out of her mouth. She ran her tongue from the base of my cock to the tip before she looked up at me and asked, "How was that?" I looked down at her and said, "Breath-taking." She smiled and stood up, looking me straight in the eye, "Show me what you can do," before roughly pushing me down onto the couch. I grinned up at her and figured she would be riding my cock but I was wrong. She put her left leg up on the couch and thrust her hips forward looking down at me with a defiant look on her face. I was only too happy to oblige and dove right in. It was a bit uncomfortable getting in the right position to eat her pussy so I finally gave up. I stood up and forced her to lie on the couch on her back. I knelt down next to it, pulled her closer to me and started going to town. She was already so turned from our posing that her clit wasn't hard to find at all. I started teasing it with my tongue as was rewarded with a fairly loud moan. "Oh god, right there," she said grabbing a hold of the hair on the back of my head. I gently pulled back her clitoral hood and wrapped my lips around it. I started gently sucking on it while continuing to tease it with my tongue. Her moans instantly became louder and she instantly arched her back. I held her hood back with my left hand and with my right reached under in anticipation of her lifting her hips. I thought I heard someone enter the room and wanted to look. But this close to an orgasm, if I took my lips off her clit, that just would have been cruel. It wasn't long before she lifted her hips up as I continued gentling sucking her clit. Her moaning abruptly ended and her body began to shiver. My mouth was filled with her juices and I supported her hips as she rode her orgasm. Finally spent, she pushed me away and I set her down letting her lay there looking completely satisfied. I gently rubbed her thighs while looking into her eyes which were staring at nothing. Finally she looked a bit to my left at someone else and said, "You weren't kidding." I looked to my left and saw Joanna who was kneeling on her ankles in the love seat. She was dressed in light blue spandex and a white sports bra and tennis shoes. She also had her right hand in her spandex bottoms and had obviously been playing with herself as she watched me eat out Elizabeth. "I told you..." was her response. I wasn't quite sure what to do next. My left knee was on ground while my right knee was somewhat towards the back of the couch. It also meant my erection was pressed firmly against the couch so I stood up. I turned to look more fully at Joanna whose gaze went right to my erection. "Elizabeth, why don't you take care of Mike here? The poor guy needs some relief." She got up and said, "Happily." I turned slightly to regard her and after standing up, she turned away from me. She knelt back on the couch and bent forward on her hands and knees. She looked back and seductively said, "Come and get it." After 50 minutes of wanting desperately to get off... yeah, I doubt she could have stopped me if she tried. I knelt behind her, my cock in one hand, her left hip in my other, and I eased myself inside her. She gave a soft moan before looking straight ahead. I started getting into a rhythm and looked over at Joanna. She had apparently pushed up her sports bra and was playing her right nipple while continuing to rub her pussy. But her eyes were watching my cock move in and out of Elizabeth with a look of complete and total lust. We made eye contact and I grinned at her before focusing back on Elizabeth. I shifted my hands from her hips to her shoulders are started pounding her hard. She moaned and bent her head forward. I saw right arm shift down and it looked like she was rubbing her pussy with her right hand. I could hear Joanna starting to moan as well which was too much to take. I felt my balls tighten up and I started cumming inside her. I quickly let go of her shoulders and pulled out of her, jerking off all over her back and ass. Finally spent, I simply knelt there breathing heavy as my dick began to soften. "How was that?" I asked trying not to sound disappointed with my performance. "Awesome," said Michelle who had quietly snuck in with several others to watch me fuck Elizabeth. Joanna got up and put her clothes back in place. She went over to the sink and got a towel for Elizabeth. I went over to get my clothes but hadn't started getting dressed yet. I felt a bit awkward getting dressed in front of a small group of people after I had just put on a sex show for them but that feeling wasn't to last long. Thankfully Amy arrived and came to my rescue saying, "Ok all, show's over, back to work." I watched as the crowd dispersed before looking back at Joanna and Michelle. Joanna appeared to be watching to make sure Elizabeth was cleaned up as best she could. I felt a bit guilty cumming on her, but as they say, heat of the moment. I really wanted to fuck her properly but didn't think Joanna would give me the chance. "So, now what," I asked looking at Joanna. "Let's get you home," she said, "You've got a long night ahead of you." I smiled in response to that and she looked over at Elizabeth who had finished cleaning herself up and was about to slip on her thong. "Care to join us?" I was shocked by that question and didn't know how to react when she replied, "Definitely." Joanna smiled in reply and stepped closer to her giving her a soft kiss on the lips that turned into a much deeper kiss. They finally broke apart and both looked at me at they casually ran their hands over each other's chest. Elizabeth smiled at me and said, "A very long night." Joanna Act 03 Friday Elizabeth leaned forward and steadied herself with her hands on my chest as she continued to ride my cock. Joanna was kneeling slightly behind her and to her left, straddling my right leg She was rubbing Elizabeth's pussy with her left hand while whispering something into her ear. Elizabeth was close to her third orgasm which was good because I couldn't hold back much longer. Her rhythm was starting to become erratic, so I grabbed a hold of her hips and took control. She leaned forward and I could feel her taking deeper and deeper breaths. I closed my eyes to focus exclusively on a nice steady rhythm. Her soft moans become more and more frequently until they abruptly stopped. I felt her body tremble and knew she was climaxing. I tried to hold out but couldn't and exploded inside of her. I continued working through my own orgasm and when I opened my eyes she looked down into my eyes before smiling at me. She looked exhausted as she moved next to me, snuggling up against me. Joanna did the same on my left side and I fell happily asleep. That had been my life for the last two months. The three of us had been getting together almost every night which really gave me something to look forward to after work or school. Sometimes it would be me and one of them, or I would watch the two of them. I was living every guy's fantasy and loved the envious glances sent my way when I walked into a club or a move theater with two gorgeous women on my arms. When I woke up in the morning, Joanna was still fast asleep next to me but Elizabeth had already woken up. I could tell by the steam coming from the bathroom that it had not been long since she had showered so I gently extracted myself from Joanna and slowly sneaked towards the living room. At the doorway I stopped and watched Elizabeth getting dressed. As we came in last night we were taking off our clothes as we went so most our clothes were in the living room. She already had her bra and panties on and was slipping a short black dress over her head. I stepped up behind her and slowly eased it down letting my hands roam all over her body. She turned around with a smile on her face and gave me a very deep kiss while avoiding my morning wood. I suppose I couldn't blame her because I needed a shower myself after last night. "Leaving so soon?" I asked her. "I have to, I need to start packing." That took me by surprise so asked, "Packing? You going somewhere?" It was a Friday and as far as I knew, she wasn't working so I thought the three of us had the weekend off after I worked the lunch crowd today. She nodded and said, "I'm moving up to DC for three months for my internship." I was completely surprised by this and really didn't want her to go. "You weren't going to tell me?" I asked kind of hurt by the fact that she apparently wasn't planning on it. She smiled somewhat sadly and said, "Joanna said she wanted to tell you herself." I didn't know what to say to that and the expression on my face must have shown how saddened I was by this news so she said, "It's only three month," before giving me kiss. She broke the kiss, slid her feet into shoes and walked to the front door. I followed her but was still not sure what to say. As she stepped out, I knew exactly what I wanted to know, "This isn't the end is it?" She responded somewhat teasingly, "It certainly doesn't have to be, but I figure you two will move by then and forget all about me." I stepped forward and gently pulled her closer to me and said, "That will never happen." She smiled slightly before leaning forward and giving me a very long kiss. When we finally broke apart, she said looking into my eyes, "Call me in May, especially if Joanna's out of your life." She smiled sadly at me before she turned around and walked down the stairs. I wanted to follow her and tell her not to go. I wanted to but knew I shouldn't. As a political science major, this was exactly the opportunity that she needed. I stared at the door after it had closed for awhile feeling numb, so I didn't immediately react when the door to the apartment next to mine opened. I heard someone clearing their throat and I looked over my shoulder to see Amy my next door neighbor: Or at least, I thought it was her. She was wearing form fitting grey shorts and a form fitting white tank top. She was about 5'6" with very short auburn hair, light blue eyes and I remembered her having a beautiful smile though she wasn't sporting it at the moment. She had a nice figure, B-cup breasts, and a nice ass. I liked that she could look so feminine with her hair so short and wondered if she had anything on under those clothes. I turned to face her and she said, "Umm, hi," fighting hard to stare into my eyes. Her resolve failed and I watched as her gaze traveled down my body. She once again stared into my eyes and fought hard to keep eye contact with me again. I said hello in response and slowly moved my hands to cover my crotch. She relaxed and we stood there looking at each other for a moment before she broke the awkward silence. "So, do you usually stand outside your apartment door naked in the morning?" I smiled sadly and said, "No. One of the women in my life just left it." She looked at me curiously and asked, "One of the women? What does that mean?" I smiled and said, "It's complicated." "I see..." she replied letting the matter drop. She looked at me for a little bit and I wasn't sure what she was waiting for. She glanced down at the stairs and I realized I was blocking her way. I stepped back towards my door letting my hands go to my side. She walked down a few steps before turning back and looking back at my cock. She looked for a few seconds before making eye contact with me once again. "Well it was good seeing you again Mike," she said before turning back and going down a few more steps. I was about to turn around and head back inside when she stopped going down only a few more steps. She turned around and looked in my eyes and said, "Oh and Mike, nice cock." She briefly looked down at my cock which jumped when she said that and turned back around heading down the stairs once again. I just shook my head, smiling and went back into my apartment. I walked back into my bedroom and looked at Joanna. She was lying on her stomach still fast asleep. She was still naked from last night and I couldn't understand how she could sleep like that with no covers. I had the AC going so it's not like it was 95 degrees in here. Course, I wasn't complaining, I was drinking in every inch of her naked body. I could feel my dick start to harden as a stared at her ass. Unfortunately, the one thing that I knew she didn't like regarding sex was to be woken up to have it. So, I decided to get cleaned up instead with a quick shower. I had left the door open hoping she would join me but no luck. As I got out, I noticed Joanna was awake and when I walked out of my bedroom I was greeted by yet another scene of a gorgeous woman getting dressed in my apartment. Joanna had opted for a short red skirt that was form fitting enough to show off her figure and ass but loose enough that it wasn't hard to see her breasts when she bent over, matching red, 3 inch heels, and nothing else. It was deliciously slutty and I loved finger fucking her on the dance floor. She slipped on her dress and was just stepping into her shoes when she saw me come in and smiled. However that smile disappeared and she got a grave look on her face. "Mike, there's something I need to tell you, about Elizabeth." I nodded to her and said, "I know, I caught her before she left." Her face took on a look of sympathy as she walked over in front of me and asked, "Are you ok?" I smiled and said, "I'm fine, I just wish I had known." She nodded and said, "She didn't want you to miss her before she was gone." I nodded and asked, "What about you? You two seemed to enjoy each other's company too you know..." She laughed and said, "True, she's by far the best girl I've ever had," which woke my limp penis back up. Apparently I must have shown exactly what I was thinking on my face because she stepped in and wrapped her arms around my shoulders. She pressed her body against mine and asked, "You liked that huh?" I grinned and untied my towel letting it fall to the ground. I reach around behind her and picked her up. I started to walk her towards the couch and she reached down with her right hand to guide my cock inside her. I was going to lie her on the futon but she said, "No, sit down." I wasn't about to complain and gently eased us both down on the futon with me sitting and her on top of me. I went to pull off her dress but she again stopped me. I looked at her curiously and she said, "We need to talk about what we want to do now." With my cock inside her I almost laughed and said, "I want you to move forward a little, then back again and repeat that motion for awhile." She teasingly asked, "Like this?" and rose a few inches off my cock then back down again, but only once. I was starting to get a little frustrated and she asked, "I mean with Elizabeth gone, do you want to find someone else?" So that's what she was thinking. Amy, the next door neighbor seemed like an option and obviously Lisa was, if not Michelle. I told her all three names and she said, "Definitely not Lisa." I looked at her curiously and asked, "Why?" She shrugged and replied, "I like big boobs." I couldn't keep a straight face and laughed at her. She punched me in the chest asking, "What?" I responded, "Nothing, it's just, I didn't expect you to say that." I continued, "Plus, she's getting very aggressive at work and I can probably get her to let you fuck Michelle if Cs are big enough," I finished with a grin. Her response was to lean forward, letting nearly every inch of my out of her, then sit down on me again tighten her kiegel muscles as she did and driving me crazy. I had tilted my head back when she went back down on me and when I looked at her again, she was smiling innocently. I looked at her for a moment and was fighting to maintain control because my mind was screaming, "Fuck her!" Then a question came to mind that I didn't want to ask but needed to. "What about guys?" She looked interested but also somewhat doubtful. "You'd be ok with me having sex with another guy?" I really wasn't sure. I remembered watching her and Elizabeth together and that it was such a turn on, maybe it might be with guys as well. Course, it was also a turn on because I was fucking them both and I definitely won't be nailing any guys. But I must admit I was curious. I told her everything I was thinking and she nodded. "When I set you up with Elizabeth, I knew two things. First, I knew you wanted her really, really bad. The second was I wanted to control when, where, and how it happened." I nodded as this was all making sense to me. She continued, "So control it, when it happens, who it is with, and how it happens." She was getting more and more excited as she explained it and I must confess, the idea of controlling the situation did appeal to me. But the details were something I was having trouble with. "Yeah, but the surprise part was also something that I liked." She nodded and looked at me for a moment, "Well, that's really not going to be an option since you've told me." I nodded and thought for a moment which was incredibly difficult being inside of her. She broke the silence by saying, "I could model for Amy with another guy." I had thought about that and didn't really like that idea. The idea of her fucking another guy in front of a crowd wasn't a huge deal for me. That situation also lacked the spontaneity I wanted to see happen. I guess what I was looking for was a guy to seduce my girlfriend and for me to watch it happen. Now that's really messed up. She saw my expression and asked what I was thinking so I told her. Her expression was serious when she said, "I can see it, but again, you've kind of blown it already." I grinned when she said blown and she just smiled and shook her head, reading my thoughts easily. I said, "Ok, why don't you let me think about this for awhile and I'll get back to you." She nodded and said, "Ok, but think about this. If you set this up for me, I'll let you have Lisa and Michelle." I smiled and said, "Ok, you've sold me." She smiled, leaned forward, and kissed me. I think she meant it to be a short kiss but I'd have none of it. She finally stopped fighting and broke our kiss by saying, "Make it quick." I stood up and gently set her down as I did. I quickly bent her over on the futton and did my best to make it quick. I wouldn't say it was my best work but it was quick. The two of us got cleaned up and I walked her to the door. She kissed me good bye and I went to make something to eat and pondered the situation. I looked down and was amused and how relaxed I had become being naked. I looked over at the open blinds and wondered if anyone was watching. I thought about it for a moment and realized I didn't care. I went back to finding something to eat and considering my dilemma. I opted for a power bar and some clothes for work as I was working in an hour. I wondered how I could control the situation enough that I'd be comfortable with her having sex with someone. I wondered if a stranger would be better or someone I knew. I thought about some of my friends and how likely they wound run their mouth. That ruled out any of the servers and most of my school friends. I still couldn't believe I was actually going to do this. But, then again, I couldn't believe I would fuck someone in front of a crowd of 30 people in one of the classrooms at school either. I decided that it needed to be someone I knew. But the question of who it would be was much less easily settled. Joanna had been to the restaurant where I work a few times and the only person I've caught her checking out was Michelle. While I enjoyed teasing her about it, that really didn't help much. I then considered some of my old high school friends. One in particular I thought she might like but I remembered he went into the air force. Then it hit me. A friend of mine named Rick might be up for it. He and I don't exactly run in the same circles anymore since he spends a great deal of his time at his job. But I thought it might work as he was a decent looking guy. Last I had heard, Rick had a place across the bay in Pinellas Park. I figure if the three of us went out drinking, maybe it could work. Unfortunately, I didn't have time to look for his number as I had to head to work. Work was extremely dull, as for whatever reason, we were completely dead. Within 3 hours of arriving I was one of those sent home early. Not too bad as I didn't need the money but that's something you can never have too much of. What did suck about it was there was no Michelle or Lisa to flirt with and no hot female customers either. All in all, it was pretty disappointing day. But I was lucky in the sense that I had Saturday and Sunday off. I drove home around 1 pm and wasn't quite sure what to do with the day. I decided I'd give Rick a call if I could find his number. Surprisingly, it only took me a few minutes to find it so I gave him a call. We spent a few minutes catching up as it had been over a year since we talked. Finally, we got onto a topic that could help me with my current situation. "You were around when I bought my boat right?" I responded, "No, I sure wasn't." "Dude, you have to come out and see it, this thing gets me laid constantly!" I laughed because that was exactly my plan. "Can I bring someone?" It was his turn to laugh and he replied, "Sure thing as long as she's cool with getting naked on the boat." I grinned and replied, "No need to worry, she's a bit of an exhibitionist." He replied, "Sounds like I'm going to enjoy this. Do you remember how to get here?" I replied that I did and he said, "Great come by tomorrow at around 11, we'll make a day of it." I told him we'd be there and hung up. I knew the next two phone calls I wanted to make. I gave Michelle a call and was surprised what I heard. I heard a soft moan from the other end of the phone and someone say, "Hello." It sounded like Lisa so I asked, "Lisa?" "Mike? I was just thinking about you." I grinned and said, "I bet. Is Michelle around?" There was a pause and she said, "She's not really in a position to talk right now." She then said my name obviously to someone else in the room and there was a pause before Michelle said "Hey, what's up?" I laughed and said, "Now I am after figuring out what position you were in." She laughed and said, "So beyond giving you a hard on, what else can I do for you?" I grinned and said, "How serious were you about your offer during that art class?" I heard a soft moan escape her lips before she replied, "Very," she replied and I noticed her breathing had become somewhat heavy. "Good," I said, "As long as I can have you both." "My, you are greedy aren't you?" I laughed as I continued to listen to the soft moans come from her lips. "Lisa wasn't the only one looking at my cock now was she?" She softly moaned before answering, "Well, it has been awhile since I had some cock so sure, why not." I heard Lisa say something and she asked, "I don't know, are you coming over?" I smiled at that question and said, "I wish, gotta work things out with Joanna first." There was a pause before she said, "Mmm, that's too bad, we're ready for you now." I felt myself stiffen at that thought before regretfully saying, "Sorry, it's going to have to wait." I paused expecting her to say something but she didn't. I listened to her breathing heavily into the phone for a moment before it sounded like she dropped it. I heard her say something like, "Don't stop," but decided I didn't want to be jerking off at the moment so I decided to hang up. Besides, I had another call to make. I called Joanna who picked up after a few rings. "Hey Mike, what's up?" "Not much," I replied, "Do you have plans tomorrow?" She replied, "I sure do, I'm spending the day with you." I smiled at that and said, "Good, show up tomorrow at 9 and bring something that screams I don't want tan lines." She giggled at that and said, "So you want me naked?" I laughed and said, "Always, see you then," and hung up. I couldn't believe that this might actually happen. I was both eager and filled with dread at the thought of what might happen tomorrow. Either it will be incredible or it will be something that could cost me Joanna. I knew I needed to calm my nerves so I hit the gym to get the stress out. I got home around 6, totally exhausted and not sure what to do with the rest of the night. I ended up crashing early as the anticipation wasn't making it easy to focus on anything else. Saturday I woke up early the next day, around 5 am. I regretted going to bed so early but I couldn't help but picture the two of them together. I hoped I would love it as much as I loved watching her with Elizabeth. I got cleaned up and had breakfast. I couldn't wait for Joanna to show up as her swimsuit would speak volumes to whether or not this would happen. It was obvious to me that she was an exhibitionist, but I wondered if she would really sleep with him. For all I knew, I might have only been the third guy she was with, though I doubted it; she was just too good at giving blow jobs. I ended up screwing around on the internet and watching TV until Joanna showed up promptly at 9 am. I heard the door and answered it. When I opened it I was somewhat disappointed by the fact that she was wearing a white T-shirt, cut off jean shorts, and brown sandals. In short order we took off and headed for Rick's in Joanna's car. She had a very nice Lexus convertible that was probably double or triple the price of my car. I asked her once how she got it and she told me her parents divorced and her father felt the need to buy her affection. I accepted her explanations but something about it has never sat right with me. Joanna Act 03 We didn't talk much as the top was down and we arrived at Rick's place around 11 am. Rick had a very nice two story house in the Southeastern part of Pinellas Park. It was conveniently located with access to bay. Rick was a bit older than me by about 10 years or so and had always been kind of a big brother to me. I know he knew my father but I'm not quite sure how exactly he had entered my life. I do know he turned some internet idea into a money maker and was making the kind of money that I envied. Regardless, he was the guy that had taken me under his wing when it came to women and was probably more than a little responsible for how well I do with them. I wasn't sure how he would react to Joanna, but I figured it will be interesting to see. I expected he might be the one to envy me a bit. We pulled up to the front of his house and parked next to a car I assumed was his. It was a Mercedes of some kind and expensive enough that I wouldn't want to borrow it. We got out, walked up to his double glass front doors and rang the bell. We didn't wait long before Rick opened the door. Rick was wearing a white T-shirt and jeans when he greeted me us warmly. "What's up man, it's been ages!" he said before giving me a hug. I returned the hug and when we broke apart introduced him to Joanna. He looked her up and down and said, "It is a pleasure," with the tone in his voice suggested exactly what kind of pleasure he wanted from her. She smiled in response and said hello though her response was a little guarded. That didn't bode too well for what I had in mind but we'll see. Rick invited us in and gave us the tour. His place was certainly well decorated and spacious. The thing that sold me on how well he was doing was his 48 inch plasma TV. Joanna commented that it seemed to lack a woman's touch and he smiled and indicated we should follow him. We headed upstairs and into his bedroom which was dominated by a four post king sized bed that was impressive. I was amused that a video camera stood on the tri-pod and wished I caught Joanna's reaction. I didn't think about it in time as he led us into the bathroom which was half the size of my living room. "Now this is the woman's touch you were talking about." I first noticed the transparent glass of the shower that easily could have held all three of us and then some. It has two shower nozzles and was designed so two could shower at the same time, though it offered no privacy what so ever either inside the shower or out. There was also an oval shaped tub that looked like it was also built with multiple people in mind. He told us it was a Jacuzzi which intrigued me as I'd never been in one before. Joanna looked equally impressed and looked enviously at the double sinks with plenty of counter space. "So what do you think?" asked Rick as he looked at Joanna. "I'm impressed." He smiled and said, "Thanks, an ex of mine helped design it." "Why'd you two break up?" He replied, "She didn't like it when I brought other women home." She clearly became annoyed by that response and said, "So what, one woman is just as good as another to you? There's nothing special about any of us?" He smiled and said, "Not at all, she's the one who suggesting we bring other people into our relationship." He stepped into the shower and said, "When Melanie walked in on a beautiful blond who looked a lot like you actually..." which Joanna rolled her eyes, "...named Clarisa, who was blowing me right about here..." he indicated the spot in front of him, "...she freaked out." He continued, "Clarisa knew we talked about adding other girls and Mel knew her, so I don't see the problem." I could tell she was out of arguments but still looked a little annoyed. "Where's Clarisa now?" He smiled and said, "I needed her to do some work on a project I'm presenting next week." She looked at him for more explanation and he said, "She's my secretary." She smirked and said, "Nice, I bet she did so willingly right?" She looked at him with a smug expression as he stepped up right in front of her. "Nah," he said, "Some girls are up for a challenge," and walked past her into the bedroom. I could tell by her expression and lack of response that he was making in-roads. He led us down to the kitchen where two coolers were on the island next to a stove. He told us one was filled with beer and the other was set for sandwiches. He got out some lunch meat and started making them. He asked me to head out the back door and take the beer to the boat. I looked out and was impressed by what I saw. I took the cooler of beer out and passed by a beautiful in-ground pool. I then went out to what he called his boat which was definitely a yacht. I could see that it at least had two levels to it with the very top level being maybe 10 by 10 feet with a ladder up to it and a much longer level bellow it. You could also go out onto the front of the boat though there weren't any seats. He would later tell me it is an Alden 56 Express but that didn't mean much to me. I walked down to his dock and stepped inside the boat. I carefully stepped on board which put me in the middle of the boat. I made my way towards the back and into the belly of the ship. This inside was amazing and bigger than my apartment. I placed the cooler in the kitchen and took a quick tour. I found 3 beds one of which was clearly the master bed, a plasma TV, a kitchen bigger than mine, and two bathrooms. All in all, I was very impressed. I also noted that it had a place in the middle where you piloted the boat which technically made it a three level boat. I made my way back inside and found Rick still making sandwiches. Joanna was smiling which surprised me as he'd clearly won her over. We exchanged some small talk as he finished the sandwiches and put them in the second cooler. He said he was going to change into a swimsuit and went upstairs. I looked at Joanna and said, "You two seem to be hitting it off." She smiled and said, "Yeah, he's not as bad as I thought." I nodded and said, "Yeah, he kinda grows on people." She smiled but didn't say anything. Rick came back down stairs and said, "Let's go." He grabbed the cooler and we headed out. He walked us down to the boat and Joanna was clearly impressed. He gave her the guided tour and told us to head up top as he would take us out of the harbor. I offered to stay with him but he would hear none of it. He told us we shouldn't miss the view of the Tampa Bay Bridge as we hit the open water. He took us out and the view was amazing. We spent about 10 minutes in fairly calm waters getting out of the harbor and another 15 minutes heading south. I looked on the coast and didn't see many houses at the point where I heard the engines cut off. I heard something like a chain moving on the deck which I took to be the anchor entering the water. Rick came up not long after with a 6 pack and some sunscreen. I was still pretty impressed with his boat as he handed Joanna the sunscreen. However, as Joanna slipped off her T-shirt, my attention was off the boat and onto her. Her red top offered little in the way of support and barely covered her areolas. And as she unzipped and pulled down her jean shorts, she revealed the skimpiest red g-string I've ever seen. It was cut to a diamond in the front that barely covered her pussy lips. Rick's mouth hung up and said, "Dam girl, you are sexy as hell." She smiled back at him and said thanks and began applying the sunscreen. Rick handed me a beer but I didn't notice and he didn't even look at me. We were both mesmerized by Joanna rubbing lotion all over her body. Eventually I took the beer and he handed Joanna one too. After taking the beer she walked over to me and asked me to apply some sunscreen to her back. Rick got a great view of her ass and he objected. "Hey now, how come he gets all the fun?" She smiled and said, "Because I know I'll still be wearing a bikini after he's done." He snickered but didn't say anything else. After applying it to her back I took off my T-shirt and she applied sunscreen to my back. I turned around and expected she'd hand it to me but she kept on running her hands all over my body. She slowly knelt in front of me and applied it to my legs. Seeing her in that position started to stiffen me up as I was definitely enjoying the attention. She applied sunscreen all over me and finished by reaching slightly bellow the front of my trunks to touch each side of my shaft with her fingers, though not taking a hold of it. She walked over to Rick and said, "Stand up." He grinned and took his T-shirt off. "Just couldn't wait to get your hands on me huh?" She laughed and rolled her eyes, "You wish," as he turned around. She applied sunscreen to his back, shoulders and neck like me. He turned around and pulled his swim trunks forward. "Going to do me too?" he said with a grin on his face. She looked down obviously seeing inside of his suit. She looked back up at him, smirked, leaned forward and whispered, "You wish," before tossing him the sunscreen and walking back to her seat. He laughed and said, "She's something else Mike," to which I smiled at her and said, "She sure is." She rewarded me with a smile and we fell into conversation. For the next hour, we were drinking and talking about just about everything. Joanna decided to step things up a bit. "How about we play some truth or dare?" Rick answered before I did and said, "Now you're talking girl, who's first?" "My suggestion," she said, "So I'll ask first." She looked at Risk and asked, "Truth or Dare?" Rick grinned at her and said, "Truth." She nodded for a moment and looked at him thoughtfully for a moment. "How long have you had this boat?" He looked at her with mock sadness, "Come on girl, you can do better than that." She looked at him defiantly and said, "Alright, how many girls have you fucked on this boat?" He grinned again and said, "Now we're talking." He got a distant look on his face and said, "9." She smirked and said, "9 huh? How much did that cost you?" He laughed in response and said, "Mike, you're up, truth or dare?" Despite the beer, I wasn't quite ready for a dare yet so I responded, "Truth." He smirked and said, "Pussy," which I smirked at. I looked over at Joanna who looked amused by the exchange. "Alright," he said, "Time to make you pay...How many other women have you been with while you've been with Joanna?" He looked triumphant as he finished the question and I'm sure I looked smug in response when I replied, "One, with her." He was pretty surprised by this and looked over at her. I did the same and expected her to be embarrassed but she simply smiled in response. "Wow, now that's a story I'd like to hear." I grinned and said, "Heh, sounds like you've got your next truth." He grinned and said, "I guess I do, but it's your turn." I nodded and said, "Tell you what, why don't you go?" He grinned and looked at Joanna, "Alright, truth or dare?" I was hoping she'd say, dare but she said, "Truth." I was disappointed but I did remember how good her description was of her three-way back at her dorm so I expected another good story. Unfortunately, Rick had other ideas, "How many men have you been with?" She was clearly ready for a different question and asked, "What?" He repeated the question and a look of dread came over her and she looked towards the floor. Now I wished she really had agreed to a dare. She looked up and stared defiantly into his eyes and said, "22." I was really surprised by that number and failed to hide it as she looked over at me and then back at him. I knew she would be 20 in June but wow, she'd been busy. "How many in college?" She responded, "14." So in barely over 3 semesters, she'd been with 14 guys. She continued by saying, "Eight of them were from posing, two were boyfriends, one was a boyfriend's best friend in a three-way, and three were one night stands." "I guess that clears that up," Rick said smiling at her before picking up his beer and draining a good bit of it. Joanna looked over and me with a look of concern on her face. I nervously smiled in response because I didn't know what to think about that number. "You're up girlie," he said. She nodded and said, "Truth or dare?" waiting for Rick's response. He took another sip from his beer and then said, "Dare." She looked somewhat angry and said, "Since you've gotten to know me so well, time to return the favor. I dare you to remove your swim trunks." He grinned and said, "If you wanted to get me naked, all you had to do was ask," which she rolled her eyes at, though she smiled somewhat. He stood up and casually lowered his trunks, quickly stepping out of them. He looked a little longer than me, probably around 8 or 9 inches fully erect, though he didn't quite have as much girth. I must confess I just assumed he'd have a baby's arm for a cock but we were pretty close. He struck a few posses for her to which she cheered at and I just shook my head. He looked over at me and asked, "Truth or dare?" I replied truth as I didn't want a dare from him. He nodded and said, "Let's make this easy, do you want your girl to get naked?" That was an easy one and I said, "Yep." He nodded, "So ask her." I looked at her and asked, "Truth or dare?" She smiled and said, "Dare." I smiled and said, "Alright, take it off." Rick cheered and Joanna just shook her head in mock sadness, "So this is how it is, you want to show me off to your friends." I smiled and said, "Yep." She snickered and put down her now empty beer can before standing up. She faced Rick and reached behind her, slowly undoing the bottom tie of her bikini top. She then reached up and untied the top not. I waited with anticipation for her to pull down her top as she moved agonizingly slow. She held her top in place and bent over slightly, first looking down at the floor. She looked up, stared into Rick's eyes and removed her top. She threw it at Rick who just stared at her with lust in his eyes. Next she slowly untied the right tie to her G-string then the left, holding it in place. She turned to her right and looked back at him over her shoulder. She slowly pulled her G-string away from her body. Rick was mesmerized and I could tell from here he was stiffen up. She struck a pose for him showing off her figure, then her ass and I was beginning to stiffen up myself. Joanna looked over at me and said, "Ok Mike your turn, you're taking a dare, strip." I nodded and said, "Fine fine," and took off my trunks. I mimicked her posses which she laughed at before sitting back down. We went another round in truths revealing some other secrets. She got the story of his first time, Rick got the name of the first girl I kissed, and I got her to confirm that she'd only been in one three-way involving two guys. And through it all she barely took her eyes off of Rick. It was almost as though I wasn't there. She was facing him and leaning back which made her breast look very inviting. It also made it look like she was offering him her pussy. The more time went on, the more I became forgotten by her. He, on the other hand, was leaning forward and letting his eyes roam all over her body. The sexual tension was really becoming thick. Rick decided to break the tension by saying, "So, who wants a drink?" He stood up and began to take the ladder down before he stopped. He looked at Joanna and asked, "Want something to put in your mouth honey?" he asked with a smug look on his face. She rolled her eyes and said, "I think I'll get my own beer so you don't put something in it." Rick took the ladder down and Joanna asked me, "Do you need one or are you good?" I shook my head no and she went to follow Rick bellow. Rick had been hitting on her pretty hard and I wanted to hear what he would say when I wasn't around. I waited for a moment before quietly heading down. I looked over the edge and saw them standing there facing one another at the edge of the kitchen about 20 feet away. I could just barely make out what they were saying as they were certainly trying to be quiet. He had one hand on her left hip and was casually stroking her hair with his right hand. "Come on baby, just touch it." She giggled and said, "I can't," but it was obvious that she wanted to. "Come on..." he said as he slowly pulled her closer. She glanced in my direction and I had to quickly step to my left to avoid being seen. When I looked back again, she was looking down at his cock and reached over with her right hand to take a hold of it. She held it in her hand and looked back up into his eyes. "That's it honey, now stroke it," he said as he began to slowly thrust his hips back and forth. She stared into his eyes for a moment before looking down once again. He stopped his thrusting and to my surprised, she kept up his slow pace by slowly stroking his cock. I couldn't believe it. I couldn't believe how quickly she was moving with him and that she was, in effect, cheating on me. But what shocked me even more was that I really wanted her to go further. He was staring into her eyes and she was watching his cock get harder in her hand. She finally looked up at him and he said, "Kneel down." She smiled mischievously at him and barely glanced my way before letting go of his cock and kneeling in front of him. As she knelt down, he stepped back mostly out of view and then stepped back into view once she was fully in position. Once again she had his cock in hand and leaned forward to lick the tip of his cock. She began teasing it with her tongue and he obviously loved it as he closed his eyes and tilted his head back in what I knew to be heaven. She looking up at him and slowly caressed his shaft. When he finally looked down at her again she smiled up at him before looking at his cock. She put the head of his cock in her mouth and put a hand on each of his hips. I was amazed as she took his entire cock in her mouth all the way down to the base. She began slowly bobbing her head up and down the entire shaft, stopping at the head and going all the way back down to the base. I looked at Rick's face and he had a mixed expression of surprise and sheer joy at what she was doing to him. She continued for a minute or so and Rick couldn't take it any more. He pulled his cock away from her and stepped back out of my sight. She looked up at him triumphantly and stood up. She had a smug look on her face as she stared into his eyes offering him a clear challenge. He grabbed her by the hips and roughly pushed her toward the sleeping area with the king sized bed. She laughed but easily complied. He stepped out of view and into the kitchen. It sounded like he opened a small drawer and was rummaging through it. I couldn't see too well so I decided it was time to reveal myself. I doubted they would even notice me at this point as there was clearly no stopping them. I stepped out and quietly made my way down the three stairs in time to see him slipping a condom on. I looked at Joanna who was kneeling on the bed facing the right side of the ship. Her head was turned to the right so she could watch his progress and it was obvious she was eager for him to fuck her. She had to have seen me though she avoided making eye contact with me. While he walked toward her I briefly made eye contact with her before she looked back at Rick. The look of lust in her eyes made it clear that she wanted this to happen. I simply waited for my own private porno to begin. Rick either didn't know or didn't care that I was there because he stepped up behind her. He grabbed a hold of her hips and positioned her how he wanted her, pulled her hips back slightly and pushing her forward onto her hands. She complied and briefly looked up at him before turning around to face the wall. The angle was such that I could see all the action which I assumed she did on purpose. I got closer and watched her expression which showed how eager she was. Joanna Act 03 With his right hand he rubbed the head of his shaft against her opening for a moment before slowly pushing his way inside of her. Her eyes rolled back and a soft moan escaped her lips before she lowered her head. He began slowly thrusting himself inside of her letting her get used to his size. I was now fully erect myself and began slowly stroking my shaft. He fucked her slowly for awhile before began increasing his pace. She looked back over her right shoulder at him and said, "Is that all you got?" He roughly forced her down her onto her elbows and began fucking her hard and fast which she obviously loved. Her soft moans became loud shouts of encouragement as he continued pounding her. They went on for awhile before he finally broke the pace sweat covering his body. He pulled out of her and slipped his condom back in place. She stood up and turned to face him. She guided him so that his back was facing the bed and roughly pushed him so he fell onto the bed. She grinned down at him but whatever game she had in mind, he wasn't interested. He sat up on his elbows and waited for her to get on his cock. She crawled on hands and knees and straddled his hips. She reached down and slowly guided his cock inside her as she sat down on his hips. As she did, she let out a contented sigh and looked like she was enjoyed the feel of his cock. She began sliding up and down on his cock keeping a slow and consistent pace. Rick reached up and began squeezing her breasts and nipples. Her hands were on his chest as she gradually increased the pace. I watched as a few inches of his cock appeared and disappeared faster and faster. At one point she grabbed one of his hands and stuck one of his fingers in her mouth, teasing the tip like she had his cock. She then decided to change positions and quickly spun around to face away from him. Again she started riding him faster and faster, impaling herself with his cock. I expected Rick to sit up and squeeze her breasts but instead he reached back to grip the headboard Now she did make eye contact with me and she continued fucking him. She stared deeply into my eyes and had that "come fuck me" expression on her face. I wondered seriously if she wanted me to join them. Before I could decide what to do I heard Rick say, "I'm going to cum," as she continued to ride him. I expected her to stand up and pull the condom off to let him cum on her face. Instead she continued riding him and also started rubbing his balls which was too much for him. I watched as his body tensed and shuddered as he had his orgasm. She kept riding him till he stopped shuddering and quickly stood up, holding the edge of the condom in place as she got off. She walked over to me and knelt in front of me slightly on my left side. I turn my body to face her and understood why she had me turn; Rick could now watch what she was doing to me. She reached up and stopped me from stoking my cock in order to do so herself. I wasn't sure if Rick was watching us or not but all thought left me the moment her tongue touched my cock. I wanted to hold out as much as I could but in seconds, I sent what felt like a massive load down her throat. She kept the head of my penis hidden in her mouth and swallowed it all so I'll never know for sure. When my orgasm was over, she stood up and smiled at me before giving me a quick kiss on the lips. I watched her step into the bathroom and heard her turn on the sink. I waited not quite sure what to do when I saw her step out and walk over to the cooler with the beer. She grabbed one and headed back up top. Rick walked to the bathroom and cleaned up before grabbing a beer and following her. I went out but they weren't up top like I expected. They were sitting outside of the ship on the small seating area in the back. Joanna was sitting next to Rick who had a hand on her thigh. I walked out and took a seat next to her putting my left hand on her thigh. She reached over and held my hand for a moment before breaking the silence. She turned toward Rick and asked, "So how about those sandwiches?" He smiled and got up to go get them. She waited until he was out of earshot before turning towards me and giving me a long, passionate kiss. When she finally broke this kiss she stayed close to me and whispered, "Thank you." I smiled and gave her a passionate kiss of my own. Rick returned with the sandwiches and drinks and we at and drank our fill. We spent another hour talking and naked before Rick took us back. He mentioned that harbor patrol would take a dim view of us coming in naked so we got dressed. Once we got back to his place, we brought in the coolers and trash. Rick asked us if we'd stay for dinner but Joanna said we had plans. That surprised me though I hid it pretty well. I wondered what they were and in light of this afternoon, I couldn't wait to find out. As we left, Joanna realized she'd forgotten her cell phone inside and headed back in. I waited about 5 minutes before she came back out. I mentioned the delay and she smiled. "He wanted to give me his number and wanted mine. He also asked if he could meet me this week." I just laughed and said, "Same old Rick." She smiled and said, "If this is a one time thing, I won't return his phone calls, but I think you'd enjoy watching us together again." When I realized she was serious, I got a little angry at them both. It's one thing to put on a show for me but quite another to keep that show going without me. She grinned mischievously when she saw my expression and added, "It certainly tasted like you did," before giving me a kiss on the lips. "Besides, imagine how much you might enjoy watching us with your cock in Lisa's mouth," she said before giving me another kiss, this one longer than the previous one. I wasn't so sure about that but I had to admit, it was really hot watching her ride his cock. I didn't really have an answer so I started the car and started driving us back to my place. She leaned in and whispered, "But right now, I want you thinking of what I'm going to do with Michelle." I grinned at her and she smiled mischievously before leaned forward. She pulled my dick out of my swimsuit and put me in her mouth. God I loved this girl.