4 comments/ 72698 views/ 22 favorites Sleepover By: Ashson I used to hate it when my sister would have a sleepover for a friend or two. What self respecting boy wanted several girls around the house? Even a single sister was a bit much at times. I found, however, that as my sister grew older I could take a more tolerant outlook on these things. A more mature attitude you might say. (Helped by the fact that her friends were all growing boobs of course.) Now that's she and her friends are all eighteen plus, I'm downright blasé about the occasional sleepover. I don't even mind when she has a friend stay for a long weekend. Nancy, that's my sister, recently had Becky stay for a few days. Becky I might point out has grown into a young lady who is very easy on the eye. I had some fun teasing Becky a couple of times over those few days. The first time was on the first morning of her stay, quite early in the morning. I'd only just gotten up and dressed and was strolling towards the kitchen for breakfast. As I passed my sister's bedroom, the door blew open. It does that sometime, as the catch is defective and you have to bang it hard to close it properly. I heard a squeal and looked up. Becky was standing there, wearing these tiny bikini panties. That's it. I naturally looked her over. One should always stop and admire the finer things in life, and she was one of the finest I'd seen in a while. Becky was trying to cover her breasts with her hands, but she had small hands and not so small breasts. She was having difficulty covering her abundance, not to mention those bikini panties giving me a view of a pair of splendid legs. She squealed at me to close the door, so being a gentleman, I did. She then squealed even louder and said she meant with me on the outside. I gave a theatrical sigh and went to step outside again. Before I left, however, I paused and asked her to put her hands down for a second. Becky gave me an insulted look. "You've got to be kidding. Just go. Please." The please was added when I didn't seem to be in a hurry to flee the scene. "OK, I'm going," I told her, my voice as soothing as syrup. "Hands down for a moment first." "What makes you think I'm going to flash my breasts for you?" she demanded. "Good manners? I am your host." That drew a laugh, which is the first step to getting what I want. She dropped her hands for a moment and blushed at my whistle of appreciation. Then her hands were covering her breasts again and I was gone, closing the door firmly. When she came out later, I winked at her and she blushed, but I didn't try to push it any further. The next morning I was walking past my sister's bedroom and the door was open. Becky was sitting on the bed in flannel pyjamas. She had tousled hair and a sleepy look and she looked awfully cute. Thinking it was only polite to say good morning, I wandered in, leaving the door open to give her confidence. I wouldn't want her to think I was stalking her. I gave her a cheerful, "Good morning," as I came over, to which she answered with a sleepy "Hi." I considered her for a moment, then reached down and started undoing the button on her pyjama top. She looked down at what I was doing, puzzled, and then asked, "What do you think you're doing?" "I'm just undoing your buttons," I told her carelessly, as though it was a thing of little import. "I thought it would be nice to see your lovely breasts again." She just came back with a rather blank faced "Oh!", still being only half awake. She became a lot more awake when I finished undoing her buttons and then gently pushed her top off her shoulders. Suddenly it dawned on her that she was sitting there in front of me with her boobs on display. Again. Becky tried to straighten her top up again, but I just touched her arm and told her to wait a moment. Then I brushed her breasts with the tips of my fingers and pulled her top back up for her. It was still undone, but it did swing forward to cover most of her breasts. I put my hand under her elbow and lifted slightly, encouraging her to stand. She did so, but she was also busy fastening her buttons again. While Becky was doing that, my hands were going down to her pyjama bottom, and I eased them down. By the time Becky fully twigged to what I was doing, they were nearly at her knees. This time, her "What do you think you're doing?" was somewhat louder and sharper. "Oh, I'm sorry," I said hastily and apologetically. "I was just thinking of those cute bikini panties you had on yesterday and I wanted to see if you were wearing something similar. I guess I went a bit too far." "I should think you did," she snapped. "A bit too far, he says. Why didn't you pull down my panties as well?" "I thought that would have been a bit forward," I murmured, "but seeing you suggest it..." I reached down and gave her panties a gentle downward tug. Not far, but far enough to see that she shaved. I went to stroke her there, but she squawked and hastily sat down again, legs tightly closed and her pussy covered with her pyjama top. "I think it's time you were on your way," Becky said firmly. "Please close the door on the way out." I winked and departed, closing the door firmly behind me. The next morning, the last day of Becky's visit, I was little late getting up. I was still wandering around the bedroom in my pyjamas when there was a tap on the door. I yelled come in, and Becky strolled in, fully dressed. She smiled and said good morning. Said that as I hadn't burst into her room this morning she'd considered turn about fair play and had come to kick me out of bed. I pointed out that I was out of bed, so she was a little late, but she just laughed. I thought she was going to leave them, as she turned partly away from me, but then she turned back to me, winked and said "Turn about is fair play in everything." Next thing I knew she had grabbed my pyjamas and given them a hefty downward yank, leaving me effectively naked. With a morning wood. Quite a handsome morning wood if I do say so myself. Becky didn't realise what she'd exposed at first. She was laughing at me, watching my face, enjoying the startled look I must have had. "How do you like it," she said, "losing your pyjamas like that." That was when she looked down, blinked, and registered what she was looking at. She turned an interesting shade of red and her head jerked up so she was not looking down. I'm surprised that she didn't turn and bolt. "Problem?" I asked her. "I. Ah. I didn't know. That is." She sounded somewhat incoherent. Then she took a deep breath, swallowed, and seemed to get control of herself. Her eyes flickered downwards again to check on what she had seen, and then jerked back to my face. "Pull your pyjamas up," she hissed at me. "Why? You pulled them down. You pull them back up." Becky swallowed again, and without looking down she reached down to pull the pyjama trousers back up. She really should have looked, because by an odd coincidence, a slight shift of my hips moved my cock just under her groping hand, which closed smoothly over it and held. Becky's colour now faded and then came surging back again. But she didn't let go. "Doesn't that hurt, when it's swollen like that?" she asked. I shook my head. "It's just pressure," I told her. "The situation will correct itself very soon." "This is one of those cases where you either use it, or lose it," I went on. "I can either put it to use or ignore it. If I ignore it, it will eventually go down again." "How are you going to use it, if you do?" Becky asked me, seeming to be honestly curious. "Are you going to masturbate?" "Well, that has not been my intention since you came into the room," I told her, and watched her think this one over. "You want me to give you a hand job?" she asked, nervousness plain in her voice. "A blow job?" she whispered, when I shook my head. "Would you?" I asked. I could see her chewing that one over. Should she or shouldn't she? I broke into her thoughts before she could come to a firm decision either way. "What I want you to do is just stand there for a moment," I told her, "while I even the situation." While she waited I lifted up her dress and gently pulled her panties, bikini type of course, down. Becky's face was shining bright red again. "Why did you do that," she whispered. "How many reasons do you want?" I asked. "Will three do?" At her nod, I continued. "It makes the clothing situation even, it allows me to lift your dress and see you, and it will make it so much easier for me when I take you." Becky gave a feeble "Oh," and said nothing more. Lifting her dress, I started gently rubbing the front of her pussy. Not doing anything fancy, I just rubbed her mons, pressing down against her pubic bone, letting the soothing yet tantalising touch carry down into her. Giving her every chance to stop me, my hand dipped lower, stoking her labia and pressing gently against her slit, threatening at any moment to move inside it. Becky was starting to breath harder now, shuffling her feet slightly to give me better access. Now I was stroking the full length of her lips, pressing and kneading, with my finger occasionally parting her lips and darting inside. I'm not sure if Becky realised it, but her hand was still holding my erection, and was now moving slowly up and down it, feeling it. I put one hand on her bottom and urged her closer to me, and very shortly I was sitting on the bed while she was standing astride my legs, fondling my erection. My exploring fingers rubbed against her vagina, then dipped deeper into it. Not a virgin I noted with satisfaction. Leaving her vagina I brushed lightly up against her clitoris, rubbing it lightly, and feeling the shudders that ran through her. "Are you on the pill?" I gently queried, and on her nod I pulled her even closer to me. Now her hand was holding my cock scant inches from her entrance. My hands drifted to her hips and gently tugged downward. As though in a dream, Becky sank down onto me, deftly moving my cock between her legs, guiding it carefully into her slit. Finally Becky had to let the erection go, her hands coming up to go around my neck as she settled herself firmly onto me. She was now straddling me, my cock fully inside her, and her legs were on the bed and curling around me. Once Becky had committed herself, she seemed determined to enjoy herself. She pushed up her top and bra, obviously wanting me to get at those magnificent breasts, and I was only too happy to please. Soon Becky was moving against me in fine style. She started slowly, bouncing up and down on my lap, taking her timing from the way I was squeezing her breasts. I let her go for it for a while, enjoying watching her take her pleasure while feeding mine. After a while, our interaction started to speed up. I twisted onto the bed, pinning Becky beneath me while I increased the length and speed of my stroke. Now I was pulling almost completely out of her before slamming back in hard and fast, bringing little mewling squeals from Becky, who hastened to meet my every thrust. Hearing those squeals getting louder, I moved my mouth from where I had been tasting her breasts and covered her mouth, swallowing the noise she was making while doing my best to make her scream. We were both coming together furiously, each determined to have our full enjoyment from this interlude, knowing it couldn't last much longer. Then we were just coming, our climaxes hitting us as one, giving us our release and our victory. Lying on Becky, enjoying the taste and feel of her, I told her that that was the proper way to handle a morning wood. "Do you have one every morning," she asked. "Generally," I said with a grin, "but normally I have to wait until they subside." "Just think. If you'd told me two days ago, I could have handled those for you as well," she said, laughter in her eyes. Sleepover The guys clustered round Lucy like bees to a flower. The corners of her eyes crinkled slightly as she laughed and the light bounced off her shiny golden hair. I watched from a distance for a while, oblivious to everything but her, before she noticed me and beckoned me over. As she hugged me hello, the scent from her freshly washed hair drifted over me and I breathed in as much as I could. As we chatted I admired her sparkling eyes, her flawless skin, her tiny nose. Luckily she had no idea what I was thinking or she wouldn’t have been talking to me at all. The topic of discussion was our friend’s birthday party, which was taking place that evening. “It’s gonna be so fun, I’ve never been to her house before. We haven’t had a girls night in ages!” I laughed at her enthusiasm. I was looking forward to it too, a chance to spend some time relaxing with my friends. Slowly the guys started drifting away, Lucy’s attention having been distracted by me. I couldn’t help noticing how toned her body was in her tight jeans and low top. I felt myself losing concentration and tried to focus on what she was saying. It was always like this when I was with her: difficult yet wonderful at the same time. Then the rest of our friends arrived and my attention turned to eating lunch. That night we all lay around Anna’s spacious bedroom, eating popcorn and watching chick flicks. After she’d unwrapped her presents she produced a bottle of vodka and some cans of coke. As would be expected our talk centred around guys. As Lucy was far and away the most popular, she dominated the conversation and I had lots of excuses to stare at her. She was wearing baggy tracksuit bottoms and a small vest top that revealed a strip of toned stomach. As the alcohol began to take affect I felt myself becoming increasingly horny. I imagined what it would be like to kiss her soft lips, and run my hand over her rounded bottom. Eventually, when we were all pretty drunk, the conversation became more risqué. We’d been discussing all the things we would and wouldn’t do with guys. Once we’d gone round the group, Evelyn said, “What about girls?” Everyone except me admitted to having pulled girls at parties at least once. I had a boyfriend and so tended not to be included in those kinds of situations. Then Lucy laughed and said to me, “That’s not fair, you’re the odd one out! You have to pull a girl and then we’ll all be even!” I laughed uncomfortably but the others cheered in agreement. I attempted to turn it into a joke. “Oh sure,” I said, “And who would I pull?” “Me!” she replied simply. My stomach did a triple flip. She’d be making my fantasies come true but would I be able to hide my lust for her? Especially in this state! If any of my friends found out how I felt, they’d treat me so differently. I hesitated, not reacting, but she moved towards me, leaving me no choice. “Oh what the hell, I’m drunk enough!” I laughed, trying to be as nonchalant as possible. She leaned into me slowly and closed her eyes as our lips met. Suddenly I couldn’t hear anything except my own heartbeat, racing at a million miles an hour. My stomach was knotted and shivers travelled up and down my spine. Her lips were even silkier that I’d imagined them and I could barely breathe as she slipped her smooth tongue inside my mouth. I had to physically hold back from reaching out and touching her, pulling her to me and holding her close. After what seemed like an eternity the kiss ended and the whole group burst into laughter. I tried to laugh with them but I don’t think I was very convincing, I could feel my clit throbbing in my pants and I felt like I’d come if I moved an inch. Lucy just sat back and smiled, looking at me tenderly, as if she knew how much of an effect she’d had. I put it down to the alcohol; after all, she couldn’t possibly have known. The group returned to chatting and the topic shifted to films. However I couldn’t concentrate on anything except the tingle in my lips and the dampness in my pants. A few minutes later I excused myself to go to the toilet. I sat on the side of the bath and tried to pull myself together. I drunk some water and told myself over and over that I didn’t fancy Lucy. But my swollen clit became too much to resist and I couldn’t help slipping my hand down my pants to relieve myself. Just as I could feel my orgasm building, there was a knock on the door. “Amy? Are you in there?” It was Lucy. “Erm, yeah, one second. I’ll be out in a minute” “Can I come in? I want to talk to you.” Fuck. I rinsed my fingers off and went to the door. “Are you OK?” She looked quite concerned. “Yeah I’m fine,” I replied, smiling. She swayed slightly, the alcohol getting the better of her, and grabbed hold of my arm to steady herself. She entered the bathroom, closing the door behind her and stood close to me next to the basin. “I feel a bit dizzy,” she admitted. I was worried she would be ill so I suggested she sat down on the floor. She pulled me down with her and rested her head against my shoulder. The smell from her hair aroused me all over again but I tried to shut it out of my mind, concentrating on making her feel better. “You’re a good kisser you know,” she told me. “You’re not bad yourself!” I laughed. She sighed. “Are you feeling sick?” “No, I’m fine now, I just felt kinda dizzy standing up.” We sat for a few seconds in silence and then she lifted her head and looked me in the eye. My heart was racing as she leaned in to kiss me again. I had no resistance left and I relaxed into it, cupping my hand round her cheek. Suddenly she pulled away and looked down. “I’m sorry,” she said quietly. “What for? You haven’t done anything wrong!” “No, you don’t understand. OK, if I tell you something will you promise not to tell anyone else?” “Of course!” A few seconds passed before she spoke and my whole body was tensed. “I think I’m bisexual.” I smiled but she didn’t see because she was still staring at the floor. “I really hope you don’t hate me for this, but I’ve liked you for quite a while, and I thought since you didn’t freak out at kissing me, I might as well tell you.” “Lucy, I’m bi too! I’ve been wanting to kiss you for ages!” She looked up at me in disbelief. Her eyes were suspicious as if she thought I was mocking her. I leaned in and pecked her on the lips, just to prove my point. Hungry for more I kissed her quickly again, until she was reassured enough to close her eyes and kiss me properly. Knowing that we both felt the same, and fuelled by the alcohol, I couldn’t control my lust. I kissed her deeply, exploring her whole mouth with my tongue and she kissed me back with the same enthusiasm. I ran my hand over her perky breast and felt my orgasm returning. She wrapped her arm round my neck and pulled me down so we were lying on the cold tiled floor. She pressed herself against me and her excited hands flew over my breasts and bottom. Our breathing was fast and shallow and the room was spinning around us. When I couldn’t take any more I took her hand and pulled it down to my soaking pussy. She ran her finger over my hot clit and I climaxed immediately, shuddering uncontrollably. She moaned and I moved my hand down to her equally wet pussy. I rubbed her clit in a circular motion until I felt her body tense and convulse. As our breathing returned to normal we continued to kiss until someone knocked on the door. “Is everything OK in there?” called Evelyn. “Yeah we’re fine,” I called back, my voice sounding strained and unfamiliar, “Lucy was just feeling a bit dizzy. I’m looking after her.” “Oh right, are you OK Lucy?” “Yeah I’m much better now. We’ll be out in a minute.” Lucy and I looked at each other and giggled. The relief I felt was indescribable. We realised we had to go back out before anyone got suspicious so we cleaned ourselves up and rejoined the group. We exchanged conspiratorial glances throughout the rest of the evening and I yeaned to be able to touch and hold her again. About two hours later we all decided to go to sleep. Once the lights had gone out we chatted for ages but finally everyone fell silent. I was far too aroused to sleep but I thought Lucy had already dropped off. After what seemed like an eternity, the quiet sound of deep breathing filled the room and I knew everyone was asleep. Then I heard a rustle and felt a weight next to me on my mattress. “Amy?” “Yeah?” Lucy quietly crawled under my open sleeping bag and wrapped her arm around my waist. She pulled me into another kiss, this time slower and less urgent. I caressed her face with my hand and ran my fingers through her satin hair. She slipped her hand under my top and rubbed my breast. I did the same to her. The feeling of her naked skin under my finger tips turned me on so much I had to concentrate on breathing quietly in case I woke the others. I pulled her top up and pressed my naked breasts against hers. The sensation sent shivers all over my body and I felt my pants flood again. She moved her hand down my pants and slid three fingers into my pussy. She moved them in and out sending waves of pleasure to my clit. Then she pressed and rubbed my hungry clit with her thumb. When I came she pushed her tongue into my mouth to muffle the sound. When I’d finished we paused for a second to check if anyone was awake. They all seemed to be fast asleep. Still tipsy and feeling daring, I moved down the mattress until my head was level with Lucy’s crotch. I pulled down her pants and buried my face in her. She was so wet; I was covered in her cum immediately. She smelled musty but not unpleasant and I felt her body writhe as I licked her swollen clit. I slid my fingers up and down her pussy to intensify her orgasm and it didn’t take her long to climax. I moved back up and she kissed me immediately, tasting herself greedily. I couldn’t stop kissing her that night. We must have kissed for over two hours. We both came three more times before morning and needless to say neither of us got much sleep! We never told anybody how we felt about each other. If anyone had found out they didn’t say anything. As far as we knew it was our secret, and although it was hard being close to her without being able to be with her, it was worth it when we were on our own and could give into our secret desires. SleepOver We had all just graduated from high school and this was to be our last get together. Some of the girls were going off to college; a couple of them were moving for work, the rest of us were hanging around town at the local collage, working or taking an after school break. There were fourteen of us all together and it was decided that we would have a sleep over at Karen's house. It was the biggest and her parents didn't mind. We had all been pretty close over the years, playing sports together, taking classes together and just hanging out. I got to Karen's about eight; most of the other girls were already there. We gathered in the basement where they had a fireplace and big screen TV. Karen had folded out the sofa bed and there were a number of air mattresses on the floor for us to sleep on (not that we expected to get much sleep). A number of the girls had brought videos and we spent the night watching movies, gabbing, eating pizza, popcorn and just having a good time being in each others company. A couple of the girls had sneaked in some wine and vodka and as the evening went by we emptied all the bottles. By midnight most of the girls had changed into their PJs, I was wearing just an oversized shirt that came down to my knees with nothing underneath. That was how I slept at home and was very comfortable in it. Around three Karen's parents came down and asked if we could quiet it down as they had to get up the next morning. So we all started to settle down to try and get some sleep. I was laying on one of the air mattresses next to Amy, a cute little brunette with a firm body from playing volleyball. We had never been real close but knew each other well enough. We covered up, closed our eyes and tried to fall asleep. After about 15 minutes most of the giggling and comments had stopped and the sound of heavy breathing could be heard throughout the room. I laid there for about another half an hour not being able to sleep thinking about some the good times we girls had had together. Amy rolled over and readjusted. When she did her hand came to rest on my leg a little above my knee. I froze for an instant at the touch and then relaxed thinking she was asleep and it as just an accident, no big deal. I did not want to wake her up so I held still. Actually her hand felt quite nice there and I felt myself wetten slightly. I was embarrassed by that but could not get my mind off her hand and the effect it was having on my body. I listened to her breathing and found it to ragged, not the slow shallow breath of someone asleep. Was she awake and doing this on purpose? I had to find out so I spread my legs a little to see what she would do. She readjusted, sliding her hand higher onto my thigh. My body reacted; I could feel the gush that the touch produced and the warmth spreading throughout my body. I spread my legs farther. Amy must of took this as a sign of my willingness as her hand traveled up again till it was resting on my pussy and started to make slow circles massaging my lips. A slight moan escaped my lips and I immediately grabbed my pillow and pulled it over my face to muffle the noise. At the sound of the moan Amy got bolder and slipped a finger between my lips and over my clit. She started to slid it up and down first into my pussy then back out and up over my clit repeating over and over again. She then started to change the rhythm and motion to keep me on edge, all the time bringing me closer to orgasm. Just then I felt another pair of hands on me. Karen, your typical blond bombshell, had been lying on another air mattress on the other side of me. She had moved over, slipping the loose neckline of my shirt down over my breast and engulfing my left nipple in her mouth. While I masturbated quite often by myself it did not feel nearly as good or as dirty as having these two girls work the sweet spots on my body? I stuffed my pillow into my mouth to keep me from moaning aloud and letting everyone in the room know what I was doing. It was only another minute or two, with Amy flicking my clit and Karen flicking my nipple, before I went crashing over the edge. God it felt so good. I just laid there in the afterglow. Amy had moved here hand down and was just rubbing my leg and Karen had rolled back over letting my breast slip back under my shirt. It had felt so good I wanted to return the favor, so I reached over with both hands. On my right I found Amy who was wearing sweats. I slipped my hand under the waistband and started to massage her folds, which were quite wet. On my left, Karen had been wearing a large shirt like me and I slid my hand up her leg to her panty encased treasure. I rubbed it through her panties for a few second before she reached down and slid them off. I now had a naked, wet pussy in each hand. Even though I had never done anything like this with a girl before, I just did what felt good to me when I played. It seemed to be working because I could feel both girls starting to squirm. It took a little while but I eventually brought of them to orgasm. We all just laid there, cuddled up next to each other as we fell asleep. Sleepover I was headed out the door to have a few beers with my buddies when I heard my eighteen-year old daughter, Melanie, ask my wife, "Mom can I have a couple friends sleep over tonight?" She was seated at the little table in our dining room clicking away at her laptop with her cell phone pasted to her ear. I smiled at her and she blew me a kiss. From somewhere in the house, I heard my wife answer, "Sure, that would be great, your dad's going out and we could have a girl's night here." My daughter rolled her eyes and smirked. My wife was giving me a playful dig for leaving her at home on a warm summer night with a bunch of teenager girls. "Bye," I yelled and grabbed the keys to my Porsche and headed out to the garage. "Bye dad," Melanie remarked. Sleepover Funny, but I don't remember the numbers being so big, bright and red. The red numbers blurred as I turned my head to go inside. I took a deep breath and turned the knob. I expected some noise and loud music to hit me as I stepped inside but was surprised to find it unreasonably quiet. I set my keys in the little dish by the door and in my drunken state tried extra, extra hard to not make a sound. The keys didn't make a sound as I set them down gingerly and a thought crossed my buzzed mind. I really could have been a spy. I was stealthy in my every move and couldn't believe how light I felt on my feet. I took a step in the dark, each new quiet step driving me to try harder to be even more covert and silent. From the kitchen I could see the flickering light of the big screen in our living room on the adjacent wall. I steeled myself for my walk down the hall and stepped carefully and stubbed my toe on our dog Max's food and water balls. Falling forward I caught myself on the stool by the phone and knocked a picture off the wall. 'Spy, my ass,' I said to myself as I almost busted out laughing. Max's dishes had been in the same spot for the last four maybe five years. They were the big heavy ones so some boob couldn't kick them and spill them over. 'Congratulations, product tester,' I said and cracked myself up. Max was lying against the kitchen cabinets in the center of the kitchen and sleepily picked up his head. He had a look on his face as if to say 'Drunk again.' If he knew how to shake his head in disgust he would have but instead let out a groan and dropped his head back down and went to sleep. Surprisingly no one came running out of the living room or from down the hall. The light from the TV still flickered ahead of me on the wall. I walked down the hallway slowly, confident in knowing nothing else was liable to trip me up. I got to the doorway to the living room and straightened up. I figured the five gals would be quietly watching some movie. Maybe a chic flick or because they were so quiet, maybe a horror flick. I got a mischievous grin on my face and decided I would look in but not state my presence until a scary moment in the movie. I leaned around the door jam and looked in. The TV was on and a movie was playing but the girls weren't watching it. They were asleep and lying around the living room. I took a moment to allow my eyes to adjust to the room's darkness and the changing light. I spotted each girl and took in what she was wearing and how she was laying. Melanie and Hannah were lying side by side on the pull out couch across from the TV. My daughter was lying on her side with one hand bent and under her head while the other rested on its elbow. Hannah, long and lean, was lying on her tummy, her face buried in her pillow. A blanket covered her ass all the way to her ankles, as her cute little feet stuck out. She had toe rings on each foot and a shiny silver anklet on left ankle. She was wearing a half shirt which: was bunched up so I prayed for her to roll over and reveal her perky little nipples. Frankie was sleeping on our big couch. She was lying on her back with her right knee bent and her left leg extended straight in front of her. She had a blanket covering her from the neck down except for her right knee. From the right angle, I figured I might be able to see up her little powder blue shorts. She was sleeping soundly as her chest rose and fell in perfect rhythm. Little Mindy was asleep in front of the TV. She was laying snuggly inside one of our navy blue sleeping bags. She was sleeping long ways and on her side facing the boob tube. I could tell it was her because her strawberry blonde hair seemed to change shades as the light of the TV changed. Her tight little ass almost seemed accentuated as the sleeping bag clung tightly to her body. Ming must have had a hard time finding a comfortable enough place to lie out her thin mattress and sleeping bag. She was closest to the door but behind the couch almost separated from the other girls. She was lying on her back with her two legs spread. She must have been overly warm because she was sleeping atop her sleeping bag and the thin sheet she was covering herself with had been kicked off her. She had a cute little teddy top and flimsy shorts on. The teddy top was a very thin material and you could almost see thru it. The shorts weren't much thicker and on closer examination, I could see she wasn't wearing panties or a thong beneath them. Ming's head was turned towards the back of the couch and the thought that she might not have liked the light of the TV while she slept crossed my mind. I looked at her tight little body as she lie there and wondered what sweet little dreams she might be having. Of course my perverted mind produced much raunchier dreams then she was probably having. Looking around at the other girls and seeing how deeply they were sleeping, a naughty little thought crossed my mind. In my brain soaked state, the thought I might just be able to pull it off did too. Ming was the obvious choice of course as she was 'separated from the pack.' I laughed at my 'National Geographic' reference. If I was stealthy enough, obviously stealthier then I was in the kitchen, I might be able to crawl real close and see just what Ming looked like under those short shorts and thin top. The thought was giving me a chubby again but as my cock hardened I quickly realized how bad I had to piss. Playing it cool, I knew Ming could wait until I went off to the bathroom. 'Besides,' I thought, 'I would be able to concentrate better and my cock could grow unrestrained.' I crossed the doorway as if I had nothing more on my mind then to go to our master bedroom and take a piss in our bathroom. As I moved I noticed my heart begin to beat a little harder and I took a deep breath and slowly exhaled. 'Relax, you haven't done anything wrong yet,' I told myself, quickening my steps as the thought of peeing became increasingly more pressing. I entered our master bedroom and found my wife sawing a log. She often slept flat on her back and it caused her to snore loud. I laughed to myself as I thought of how her snoring would be a perfect cover for me. I could hear her and know she was still sleeping and not sneaking up behind me as I checked out our little Ming. I moved past the bed and directly into our master bathroom. Flipping on the light with one hand, I undid my pants with the other as I used my right foot to kick the door closed behind me. All in one motion, I was standing over the toilet pissing a hard stream. Because of my thoughts of Ming and my hard-on, I had to push down on my cock and rise up on my tippy toes to shoot straight into the toilet bowl. The sensation was incredible and I felt relief as well as a pleasurable tingling sensation in my tip of my cock that stretched back to my scrotum and perineum region. The sensation was so good I felt a cold shiver climb my back and run through my spine. I finished with a shake and realized now that my bladder was empty; my cock was stiffening from the thought of my plan ahead. Taking the piss though had allowed my head to clear and I thought of how stupid it was for me to think a plan like that would work. If I got caught I risked losing my family, my reputation, etc. I scolded myself for being so dumb and turned and went to the sink to brush my teeth. I looked myself over as I put the toothpaste on my brush. I looked good for my age and turned sideways to the mirror to see how slender and in shape I was. I finished brushing with a rinse and a spit and put my brush back in the toothbrush cup aside of the faucet. I turned off the bathroom light and went back into our master bedroom to get undressed for bed. I unbuttoned my dress shirt and pulled it up and out from beneath my dress slacks and leather belt. I started undoing the buttons on my shirtsleeves when I looked down at the front of slacks and saw the tent I had in my pants. Looking over at my wife, I watched her snore and realized she would be no help. I really didn't want to take the time to rub one out, I said to myself. The thought of Ming asleep in my living room with the other bevy of beauties crossed my mind again. 'You're an idiot if you think you could pull it off,' I told myself. 'Why not try,' I answered, 'Anything happens, you can slip out and go rub one out at the computer in the study.' My heart began pounding again as I knew there was a real chance I was going to try it. 'Fuck, you are a real pervert," I scolded myself as the thought if I was going to try it; I needed to be fully clothed. I inhaled and let the air out slowly. I could walk down the hall and look in on the girls and see if it was still feasible, I said to myself. I looked around in the dark and something told me I wasn't going to fall asleep if I laid my head down. I rolled up my sleeves and decided I would go have a look. 'What could it hurt,' I thought. I made my way out of our bedroom and was careful to leave our master bedroom door ajar. As I moved toward the living room down the hall, I was careful to listen for my wife's breathing. As I neared the doorway to the living room, I felt my pulse quicken. As if to get it under control, I slowed my pace and tried to act more and more nonchalant. I stepped to the edge of the doorway and peered around carefully. In my mind, I prepared myself to say 'goodnight girls' just in case any of them were still awake. Peeking around the door jam, I found the room almost as quiet as I had earlier. The only real difference I could see was Hannah was whistling through her nose as she slept and Mindy had rolled on her stomach. Mindy had a content look on her face as she hugged her pillow beneath her. Ming was still in the same spot but her left hand had moved onto her lap and rested just above her mound. I paused and listened carefully and made out all the sounds in the house. Max was snoring in the kitchen now and he was breathing about three times for every breath my wife took. The girls were quiet except for Hannah's whistling nose and the faint sound from the TV which; the girls had turned down almost all the way but hadn't muted. I moved to go into the room and noticed my mouth was dry and hesitated. Backing out of the room, I headed toward the kitchen for a drink of water. I was careful to sidestep Max's bowls and made it to the sink in one piece. In the dark, I fished out a glass for myself and filled it halfway. I drank it down like it was from the 'fountain of life'. As I have grown older, the more I drink alcohol, the more dehydrated I become. I made a mental note to ask my doctor if I might be diabetic. Hydrated, I turned my attention to returning down the hall and checking in on Ming. I couldn't believe I was about to do what I was and shook my head. 'Quit stalling puss,' I heard a voice in my head utter. 'I'm not crazy, institutionalized,' I sang in my drunken stupor. I moved back to the hallway and decided it was now or never. I made an unconscious decision if anything happened I was going to hightail it to bed and forget about it. But I had to at least try. It was now an unspoken challenge to myself. I had to see what Ming looked like beneath her loose little top and bottoms. I got to the doorway and peered around the jam again, 'goodnight girls' was on the tip of my tongue. I had a follow-up question now just in case. 'Does anyone need something before I go to bed?' I thought and cracked up, 'Like my cock.' I quickly decided I wouldn't ask that because I was afraid of slipping my own answer in. I found the room almost entirely the same and gulped hard. I had half a mind to just turn and go to bed but in my drunken state, something told me I could do this and now with my own personal challenge I set in motion to do it. Taking stock of the room one more time, I dropped slowly to my hands and knees and entered the room. The carpet felt soft under my hands and was easier on my knees than I expected. I made a mental note to dust off my knees when I was done so CSI wouldn't find the evidence and fry me. I began crawling and quickly taking everything into account. My pulse was faster than it had been at anytime this evening and I forced myself to breath through my mouth to keep from hyperventilating. In front of me, Ming was lying quietly asleep unaware of me at her feet. From behind the couch, I noticed how dark it was thought for a moment, if Ming awoke she might think I was Max. I laughed to myself, she'd swat me on the head and tell me to go away and never be the wiser. Now at her feet, I was careful to slow my and control my breathing as I moved around to the side of her. She smelled incredible as I neared her stomach from her right side. I was thinking, 'White Shoulders' or vanilla. I really sucked at identifying smells though I know what I like. Her teddy top didn't cover her belly and I made out her tiny navel in the dark. She had a little diamond stud there and I wished for just a little light to make it shine. From her right side, I didn't have to worry about her right arm as it was bent at the elbow with her hand up by the side of her head. Getting myself in a seated position above my knees I leaned in and smelled her soft, taut skin at her abdomen. She smelled heavenly and I moved my hands in front of me to the edge of her teddy top. A thought crossed my mind, I could get caught doing this and if I did, wouldn't I rather be caught looking between her legs then under her top if so. I shook the thought off, I wasn't going to get caught and besides there was a cosmic order to molesting a young girl as she slept. Picking at the edge of her top I paused. Thinking as if I was her, I would notice the fabric being moved if it shifted back and forth on my skin as it would tickle and so I lifted it straight up slowly but firmly. I watched the side of Ming's face as it faced away for any sign of consciousness. She didn't show any and so I lifted her top of higher. I was amazed at how easy this was as her soft, round, firm breasts came into view. Her beautiful, soft, supple breasts mesmerized me. They were perfectly round and her nipples stiffened as the air hit them. Between my legs, my cock stiffened and I moved my knees apart so it had room to move in my pants. I moved to set the fabric back down but something ached inside of me to touch and feel her young breasts. This was far more dangerous as I thought of how it would feel for someone to feel me up in the dark, even if I was asleep. Against my better judgment I brought my free hand under her shirt and cupped below her left breast. Her skin was softer than imaginable and filed my hands just enough. 'Half a softball,' I said to myself and added, 'More than a handful is a waste.' I watched Ming's face and saw no change in her breathing and so my hand closed a little tighter around her breast. She was obvious a sound sleeper and I thanked my lucky stars. Still very cautious though perverted nonetheless, I slid my hand over her nipple and caught it between my thumb and pointing finger and gave it a gentle squeeze and tweak. Beneath my kneading, I swore it became engorged, stiffened, and became thicker. Pulling my hand off her left tit, I slipped it across her right nipple and felt it's firmness too. She was asleep but my fondling was causing her body to respond. I lowered her top and turned my attention to her little shorts. I was in the wrong position to look up her shorts so I had to crane my neck out to take a peek. I made notice of her body position and her breathing before leaning forward. Funny but a thought crossed my mind that I had to act on. Taking my hands I lifted up her top once more and stared at her nipple in the dark. The urge to hold one in my mouth beckoned and I leaned forward and flicked a tongue over her right one. The taste and sensation was incredible and I looked up at her face. In the dark, I could only make out it slightly and she hadn't noticed or changed position. My boldness so growing with each successful touch and I bit my lower lip to remind myself of my precarious position. Throwing caution to the wind, I lower my lips onto her right nipple and drew it into my mouth. Pinching my lips together over my teeth, I tweaked her nipple hard and heard a soft moan escape Ming's lips. I bolted up in my kneeling position and lowered her top back down. If she awoke now, she'd find me in a praying position and I prayed that wouldn't happen. The soft moan she gave out was her only discernible movement or acknowledgement of my activities. She didn't turn her head or do anything other than that soft barely audible moan. My cock hardened even more in my pants as my mind played the moan continuously in an endless audio loop. I wondered how her unconscious mind would incorporate that in her dream. Snapping out of it, I worried now about detection. I sat and listened for a moment and took into account everything in the room. Ming hadn't awoken, nor had any of the girls who might have heard her. The distant sound of my wife's snoring was still detectible and calmed me, as I knew my nighttime lechery was going unnoticed. Leaning back over Ming's sleeping body, I craned my neck so I could peer up along her leg into her loose shorts. The smell was heavenly as I got a whiff of her womanliness. Being dark and with her shorts lying against her body, I couldn't make out her pussy under there. I didn't sense any underwear either and for that I was grateful. Like playing 'Operation', I picked at the very edge of her loose shorts to peer inside. As I lifted the shorts away from her body, the faint smell of her grew stronger and sweeter. As my eyes adjusted to the dark, I noticed a black patch over her tiny little pussy. At first, I thought it was her hair but it was too uniform and clung too tightly to her. 'Drats,' I cursed, 'Foiled again.' This wasn't going to be as easy as I had hoped. I was hoping the loose shorts seconded as underwear and I was home free. Not one to give up, I had to see beneath the panty but lifting them was going to be much more difficult. I weighed my options and decided I was going to have to settle for a little peek and that was all. From her spot on her back with her legs stuck straight down in front of her, I could barely lift her shorts up enough to peer inside, let alone lift them and her panty away from her sweet little cunt. I decided to try a diversionary tactic. Seeing her left hand resting just below her tummy, I reached up and using my two hands guided it between her legs. My plan was to make her rub herself so that any activity on my part there would seem just part of her doing. I would guide her hand where I wanted to go and slip in behind her hand. In my drunken state it made perfect sense so I went with it. Ming's hand was limp in mine and as I played it across her covered snatch she moved slightly. I watched her head for any conscious reaction, half ready to bolt from the room if she awoke. She didn't respond with any head moment so I pressed on. Moving her hand around again slowly I moved it on her mound and then down between her legs so her fingers brushed her pussy lips and her asshole. The reaction I didn't want was her waking up and she didn't. But a great reaction instead and smiled at my growing good fortune. As I brought her hand to rest on her left hip, her legs splayed out and her knees pointed slightly outward. If I didn't know better, it was as if she was opening herself to me. I figured by rubbing her young little pussy and asshole, I had triggered an unconscious act of playing with herself. Anyway you sliced it, I wanted to take full advantage of it before she moved again or god forbid awoke. Taking my fingers and thumb of my left hand, I picked up the fabric of her loose shorts and pulled them slowly aside. I was careful not to rub them against her leg to trigger a tickle or itching sensation. With the shorts clear of her mound, I stared down at the black patch between her legs. She was wearing a thong, I realized and with careful manipulation I would be seeing the object of my growing desire. The thong material was tight across her mound and vagina and what made matters worse the thong stretched down between her ass cheeks. So as I lifted the fabric, I would be pulling the tight fabric in between her cheeks and along her tight bum hole. Sleepover With the precision of a surgeon, I picked at the fabric, careful not to grab any pubes. The fabric lifted slowly and once I had it about an inch or so above her sweet smelling snatch, I pulled it aside and it wedged in the left crevice between her leg and pussy. Looking down in the dark, I spotted the Holy Grail, a thin slit, hairless and tight. She had puffy little lips but they were closed and I couldn't wait to get inside. Was I crazy? I was already in enough trouble to get myself locked up. She was of age of course but molestation, sex without consent, these thoughts ran through my head and banged headlong into contrary thoughts, how great would she taste and could I get her off without awaking her. I bit my lower lip and leaned in for a whiff. Without her clothes in the way, I got a better whiff of her womanly scent and she was intoxicating. As I got my face within a half-inch of her young vagina, the urge to taste her overwhelmed me and I stuck my tongue out and tapped it on her young slit. I was high on her slit so I was just below her clit. Her pelvis shifted downward away from my touch ever so slightly. I sat back up and looked her over. It was an involuntary movement by her and she was still fast asleep. I waited for a second and leaned back over her. Putting my tongue against her slit was great but I wanted inside. Sticking my tongue out, I honed in on the hood of her little clit and pressed on it. Again her body moved away from my touch by then it relaxed and I felt it push slightly upward. 'Fuck,' I thought, she was probably having some erotic dream and I was help triggering it. Pressing hard on her hood, I felt her clit hardening beneath my pressure. Slipping my tongue off her clit I let slide down her tight slit and my pressure slowly and deliberately split her open. The taste of her bald muff was exquisite and I allowed my tongue to slide down as far as possible between her taut legs. Reaching the bottom of her lips, I slipped upward toward her clit without bring my tongue off her. On my up stroke, her legs spread a little wider as if she was inviting my probing tongue. My desire to bring her off in her dream was heightened by the events unfolding in front of me. She hadn't awoken but her body posture had changed and with her legs sprawled open like a frog lying on its back. Slipping my tongue back down along her slit, I pushed it inside more and more in an attempt to taste her nectar. Halfway along her slit my tongue found its way into her tight vaginal cavity and slipped inside deeper then I had before and found her wetness. The sensation sent shockwaves through Ming's body and her hips rose up to meet my mouth. Opening my mouth I sucked on her delicious pussy as her hips rose and then fell. Ming's body fell to the mattress beneath her and in one motion turned away from me and toward the back of the couch where he head faced. Moving quickly, I barely avoided getting caught between her legs and scissor locked. Her right knee grazed my chin as I brought my face out from between her legs and sat back. Ignoring all of that, I looked upward along her body to see if she was awakening. I was happy to see that she was just rolling on her side and sticking her young ass at me. Smiling to myself, I couldn't believe my luck. I'm an ass man and it was now pointed right at me. Tilting my head, I stuck my face in her backside around her loose shorts and upside down from how she was laying and stuck my tongue in between her legs and ass crack. I tasted her slit and slid my tongue up toward her spine so my tongue slipped across her tight sphincter and then back again. A soft moan escaped Ming's lips and sounded like a distant whimper. I smiled to myself and used my hands to softly pry open her legs a little to stick my tongue in further. Like when she was on her back, her body moved to allow me better access. Her right hip slipped forward and she rolled slightly to her stomach and her legs scissored open. Grasping the moment, I turned my head so I could paint her backside and young vagina with my tongue. Using my fingers, I split open her ass crack and stared at my bounty. Her lower pussy and tight round bunghole stared back at me and seemingly ached for attention. Taking my right hand, I brought a finger to her moist opening and inched it inside. Her ass rose away from me and then pushed back against my probing finger. Her pussy engulfed my finger and squeezed it and her little body spasm and relaxed. I don't think she came but she definitely felt an electric charge surge through her snatch and body. I was turned on and my drunken mind forgot for a moment where I was as I now began to slip my moist index finger in and out of her snatch. Her pussy seemed to respond as she pushed it back against my finger almost trying to catch it and hold it tight. Seizing the moment, I used my tongue to tickle her little sphincter. Her tight muscles there and in her young cunt loosened and tightened from my assault. 'Fuck,' I heard my mind scream, as I couldn't believe my luck. Ming was a sleeping beauty and I was getting the heavenly good fortune to play with her and her tight little body. Withdrawing my index finger, I stuck my thumb in her pussy and it sunk in with a sucking sound. Slipping my four fingers under her I gently massaged and tapped on her young clit. It was begging for attention as it stuck up hard against my wet fingers and the sensation caused her hips to gently rise and fall. Taking my free hand I split open Ming's ass cheeks with my thumb and index finger so I could work on her little asshole. I played my tongue across her cracked and alternated it with a soft stabbing at its heart and center. Young Ming's lower body quivered and shook beneath me as I worked hard to get her off. Each spasm driving me closer to my goal and desire, my cock was raging in my pants like a bucking bronco wanting to be released from its' stall. I had forgot all about where I was and who was around us. She had begun to let a slow soft burst of moans but nothing loud enough to gain attention so I worked on. 'Cum for me you little cunt,' I heard my mind urge her in some telepathic omission. It must have worked as Ming's body began to violently hump the mattress beneath her and her legs quaked beneath me in a beautiful out of control dance. The sight of it made me want more so I continued my assault through it until her body slowed and shook a couple of long and final times. I had actually got Ming off. I was proud of my backside-eating prowess and slowly withdrew my moist hand from her satisfied snatch. Giving her asshole one last licking, it tightened and winked in approval. I moved now to smooth out her bottoms as to pretend what happened never took place. Ming had now rolled completely on her belly and her body sunk hard on the mattress. I noticed her arms clutch the pillow beneath her and squeeze. She was still fast asleep and her head faced away from me and toward the couch. I now had all the motivation to beat off in the bathroom, so I moved to get up and leave the scene of the crime. As I poised to rise from my spot, almost on cue, Ming switched her head from facing the couch to facing toward me. In the dark I could see her eyes were still closed and her mouth opened and closed as she gently ran her tongue across her lips. The head of my cock twitched from the sight of this but I didn't want to chance it. My mind, despite being soaked in booze, knew it was a good time to leave and I didn't need to chance being discovered, especially since I had an incredibly fine memory already. I moved to rise again and had to push my cock to the side as its steeliness was causing discomfort. Ming moved again and I turned carefully to watch her. Her mouth let out an inaudible sound and her left hand rose to her mouth and she unconsciously inserted her thumb. She is a 'thumb sucker,' I heard my mind say and add, 'Sweet!' I lowered myself back down to watch and was pleased to see her young mouth working her lucky thumb over. She wasn't just holding it there but softly sucking on it and moving it with her tongue. 'Oh fuck," I exclaimed and my cock was now telepathically sending me messages. 'If you remove, her thumb, maybe she'll do that to me,' my cock offered. Man, was I drunk and horny, I thought and my mind concurred with my cock. Being positioned beside her hips, I had to inch up sideways to her head. Her mouth still worked on her thumb and the sound was like a dinner bell calling me over. With her head on the pillow, she was a few inches below my waist so I knew it was going to take some effort to make this work. Looking over Ming's angelic face, I could tell she was still fast asleep and unaware of what me and my cock had planned. Funny but my heart started racing again at the thought of my new plan. I undid my pants, careful now to make sure the sound of the zipper was as inaudible as possible. Going slowly, I slipped it down as I glanced at Ming and then around the room. Not one of the girls had changed their position and obviously they were all oblivious to be devilish deeds. Once my zipper was down, I realized my belt on my pants would make it harder to operate and move my hips and cock around Ming's face and mouth. I undid my belt and the metal clasp made more noise then I ever remember it doing. Letting my pants slip off my hips, I pulled them down and out of the way. They bunched just below my knees as I kneeled in front the pretty little Asian and I moved to my briefs. My cock was rock hard and strained against the 'pee hole' opening. Reaching down between my legs, I undid the one button there and my cock head popped out fiercely. I suddenly became aware of the coolness in the room as it played across the warm surface of my bulbous tip. With all my fooling around with young Ming's pussy and cute little button asshole, a pool of precum wet my tiny slit. It hung there like a teardrop in the dark. I inched forward and reached up toward the back of the couch behind Ming to steady myself. Doing a practice run, I leaned in and pushed my hips at her beautiful young face. My hard cock came within inches of her mouth and the back of her hand as she sucked on her thumb. Reaching down with my free left hand, I pointed it at her mouth and figured it would be a tough go of feeding her my cock form this angle but I was willing to make the sacrifice. Practicing a thrust I pushed my hips forward and allowed my cock to slide across the back of her hand and her soft flesh of her left cheek. The anticipation of the moment her mouth touched my cock was building and I sighed as I pulled back. Just at that moment, young Ming moved slightly and instead of just sliding gently across her cheek my cock slapped on her cheek and my precum drip dropped. My eyes went wide as I watched it land on her smooth cheek just centimeters from her lips and her suckling thumb. I sat back on my haunches and watched Ming's face for a reaction. What happened next was to go down in my masturbatory lore, with her eyes closed, her mouth released her thumb and her index finger curled around the moist drop of precum and half scooped, half dragged it into her mouth. Her thumb went back in her mouth and my cock hardened as the thought of her swallowing my load consumed me. My focus shifted now to how to get little Ming to swap my cock for her thumb. Ming's thumb was tiny and short, her thumbnail perfectly manicured. My cock tonight was at its' fullest, proudest, and as hard as it had been in a long time. Just watching her little mouth working on her poor digit had me going. Another large drop of precum accumulated on my dickhead and the thought of serving it to young Ming was almost too much to bear. Lacking anything really ingenious, I thought of the straight approach. Reaching down I could hook her wrist and pull her hand away from her face and her thumb form her mouth. But the thought of me having to tug at her wrist hard and waking her up stopped me. She was working the thumb pretty good and her suction might be too hard to break, I thought and laughed at myself. Then a thought came to mind from sleepovers and college pranks of my youth. A great perverted variation of the shaving cream trick. I could lightly tickle her nose or some part of her body and her hand would have to move to itch it and thus the opening I needed. Instead of bringing a handful of shaving cream to her face, she'd be taking her hand and thumb away from her mouth and the distraction could give me an opening. I sat back and looked at her delectable body and thought about where to tickle. Between her legs seemed like fun but she hadn't brought her hands down when my face was between it. Her lovely perky young breasts needed a good tweaking but she could get her hand from her mouth to them and back too quickly for me to get my cock in her mouth. I settled on her right kneecap so she'd use her right hand to itch it. Moving to lightly tickle it, my mind fixated on her little moist pussy and had to get another lick. Shifting my body a little I leaned over her crotch and placed my head over her clothes covered pussy. She smelt delicious and I pulled her little loose shorts aside and dipped in for another taste. Running my tongue down along her slit, I licked up her lovely nectar and split her lips open. "Fuck, I'd love to sit her on my desk in my office and really give her a complete tonguing," I screamed in my head and my hand moved to stroke my cock and nearly caused me to tumble. Having done this before and getting more comfortable with my actions and surroundings, I finished with a good hard suck on her hard little clit. Her hips responded with a little, quick undulation and cunt muscles tightened and released. One good turn, deserved another so I did it again and she responded the same way only in a harder, more spasmodic way and from her lips I heard a muffled moan escape around her thumb and hand. I sat back up and smiled at my little prize and lightly ran my middle finger around the top of Ming's right kneecap. She flexed her knee in reaction and I stopped. I watched her mouth and her hand didn't move. I tickled her knee and again and she flexed and rolled her leg again. Her mouth wasn't releasing her thumb anytime soon I figured but tried it one more time when her leg came to rest. The third time was a charm as I just lightly brushed it and her thumb popped from her mouth and her hand lowered itself to her knee. The sound of the pop and the opening of Ming's cute little pouty mouth were like the cracking of the safe's combination and opening a bank's vault. I was in, I thought, and I moved to her mouth in lightening speed, so quick I surprised myself. Not wanting to just shove it in, I offered the tip and head of my cock to her wanton mouth. My precum hit her lips and front teeth and she instinctively ran her tongue across them. I watched her expression and she gave none but opened her mouth wider to take in my large bulbous head. I smiled to myself as I watched her little mouth and lips work on my cock head. Her right hand was lightly itching at her right knee as she raised it in front of her while I fed her my warm prick. Reaching down with my right hand I stroked my cock with my right hand as I placed my left hand on the back of the couch to steady myself. "That's it," I heard myself say as I felt Ming's hungry mouth pull my cock into her little moist opening. I felt her tongue licking across my slit and around my blunt head. The feeling emanating from my cock was exquisite. Now it was my time to moan and I bit my lower lip as little Ming licked and sucked at my cock as I stroked it in my hand. I tried to keep from sticking my cock all the way in her mouth and began slowly sawing it back and forth between her lips. Her mouth was wet and moist and seemed to be pulling at my cock. Just as I got a good rhythm and I felt ready to explode at any minute, my heart sunk into my chest and my head began to pound. My left hand which; had been resting up on the back of the couch was softly covered by Frankie's now. In her sleep, she had rolled into the couch and brought her left hand up on the back of our couch and landing on mine she grasped it and held it. In her unconscious state, the familiarity of a hand and of holding hands must have taken over as she almost played with my digits as she slept. "Oh God," I said to myself as my cock felt so good in Ming's mouth and now I risked dumping the apple cart if I pulled my hand away from Frankie's. I carefully peered over the back of the couch at the girls and where they lay and tried my best to see Frankie and make sure she was in fact asleep. It was impossible without pulling out of Ming's mouth so I ducked back done and hoped for Frankie to release my hand. Frankie's hand and her handholding were proving to be a distraction and I tired to focus back on Ming and jerking off in her mouth. Just as I began to settle in and find a good rhythm again, Ming brought her hand back to her mouth and my eyes went wide as it brushed across my balls and hand. I thought the jig was up as her hand would sense my cock and body in her face and a message would go from hand to brain alerting it of an intruder alert. "All hands on deck, all hands on deck, a pervert is trying to fuck my face," I thought and cracked myself up. What happened next blew my mind and moved me closer to cumming than I had been all this time. Ming's hand opened and moved to grasp my cock. Quickly I released my grip on my cock to accommodate her hand and put it on my hip. Ming's hand deftly grabbed my shaft and held it before her mouth. Her body shifted slightly and she rolled on her side facing me and her mouth picked up its pace. Just as I figured I couldn't be more amazed, her hand began tugging at my shaft, jerking me off as she sucked and worked my cock head. "Oh Yes," I uttered to myself but then couldn't be sure I hadn't said it aloud. My ass cheeks tightened as Ming's mouth had my balls ready to explode. I felt myself want to hump her face but feared gagging her and waking her up. Carefully I rocked my hips and enjoyed the sensation of Ming's tight passage and talented tongue. "Oh god, that's it, suck it, suck it," I said to myself as I neared the end and a beautiful release. "Fuck," how am I going to cum?" I thought now and laughed to myself. My cock slipped into her mouth and then popped out and repeated. 'What will I do with the mess,' I screamed inside my brain as I neared the point of no return. "Oh Daddy!" I heard with a moan and my eyes went wide. Looking around I saw no one had moved in the room. My daughter hadn't awoken and caught me getting blown by her tiny little friend. None of the other girls had moved and caught me in the act. Did I actually hear that? Who said it? I looked down at Ming and exploded. "Oh fuck," I said as my cock came loose from Ming's mouth and I spurted a torrent of cum at her cute little face. White strings of moist cum flew at her open mouth, closed eyes, nose, and chin. Her hand came off my cock and I reached down to finish the job. I was in an animalistic mode and jerked off as the feeling and sensation grabbed me and I came hard and emptied my balls. Ming was asleep and the cum covered her face, neck and hair. Her hand had released my cock and now moved to her mouth and she began sucking on her thumb again, oblivious to what was on her face or had happened. I smiled at my finished product and moved to get out of the room. Cleaning Ming up would probably only get me caught so I decided it was best for me to leave now. It was then that I realized I had Frankie's hand in mine. As my climax neared I had grabbed her hand and held it and probably squeezed it throughout my ejaculation. I was happy the two girls were such deep sleepers and let go of Frankie's flaccid hand. Not wasting time to zip up, I stood and pulled my pants up and hunched over moved quickly from the room. Sleepover As I got in the hall I collected myself and zipped up my pants. Listening I heard no new noise coming from the living room and peeked in. The girls were still fast asleep and except for the cummy mess all over Ming's pretty face, no one could be sure I was ever in the room. "Ha-ha," I laughed to myself, as it was a pretty big exception. I moved quickly to our master bedroom and slid beside our bed. My wife was still fast asleep also and had rolled on her side facing my side of the bed and me. Stripping quickly down to just my briefs, I climbed beneath the sheets and rolled on my side facing away form my wife. I was suddenly very sober but relaxed and falling asleep seemed like a snap now. As I closed my eyes, my wife's arm looped over my side and pulled me close to her. I slipped back into her and let her small body spoon me. Devilishly, I lifted the covers and brought her arm and hand underneath and moved it to my crotch. I placed it on my happily spent cock and felt her give it a light squeeze as she took hold of it in her sleep. I smiled to myself and drifted off to sleep. As I lost consciousness, the one thought I had was, 'Who said that?' 'Who said 'Oh daddy!' Was it one of the other girls moaning in their sleep? Ming? Or was it my own subconscious mind? Man, my wife's hand on my cock felt awesome. Sleepover "It's late. Want a lift to your hotel?" the taller woman asked her smaller, slightly older companion. "What?" her colleague looked momentarily confused. "Oh, yeah. No. I mean, I don't have a room yet." She looked embarrassed. "I've just been so busy, you know?" "Uh huh!" and she did, too. As physicians doing fellowships, they were used to sixty-hour days and seven-day work weeks. They loved the work but it took its toll, especially on their personal lives. Remy smiled as a solution occurred to her. "You can bunk at my place tonight." "Thanks, but I couldn't, really." "Oh come on! It'll be fun!" the taller woman was grinning like a schoolgirl. Her enthusiasm was infectious and Alison conceded, "If you insist." "I insist." Remy smiled again. Alison was actually relieved not to need to hunt for a room at that hour. She'd either get a dump or pay more than she really could afford. "It's settled then." The two women made small talk as they made their way to Remy's car and continued on the drive to her loft apartment. The neighborhood was in transition. Yuppified conversions stood among empty warehouses and garment factories. Pressure-washed on the conversions, the old red brickwork looked grimy and depressing on the un-renovated structures. As they rode the erstwhile freight elevator, Remy said, "What say we grab a bite after we shower?" "God! After the day I've had, a shower sounds great, but I left my bag in the rental. I don't even have a toothbrush." She had come back to settle a legal matter but when she stopped by the hospital to visit old friends, she had been dragooned into service, dealing with the numerous casualties of a construction disaster. Her license here was still valid, as was her accreditation to the hospital. Though it felt much longer, she had been away just three months. She loved ER work, helping those most in need of it, but she was now worn out from all the action. Satisfied, but nearly exhausted. "No problem! I always keep a spare on hand and someone left some stuff that oughta fit." "I suppose it depends on where we want to go eat." "I know a great casual sushi place," Remy studied Alison's expression. "Or we could do pizza." The elevator reached their floor and Remy threw up the doors. "Here we are," she said, gesturing expansively around the floor, "my humble abode." All Alison could say was, "Wow! It's huge!" She took in the vast space decorated in a minimalist style that emphasized the buildings original charms. No interior walls broke up the space, only steel beam columns defined the spaces dedicated to various uses. The kitchen was a rectangular area in one far corner, the focal point of which was a stainless steel range and hood that would have been at home in a commercial kitchen. The refrigerator looked similarly suited. "How cool that your front door's an elevator!" A king-sized bed, on a platform and covered with a black satin comforter made the bedroom area obvious. That and a long, low dresser that served as a sort of wall marker. Even the bathroom was only defined as a far, tiled, corner of the loft, the toilet surrounded by an elegant Japanese screen. Alison was no expert, of course, but she thought it must be an original. There wasn't even a curtain around the shower space, which was demarcated only by a slightly sunken area with a drain in the center. "Something to drink?" "A big glass of water would be great." Alison realized that she was desperately thirsty. "Sure." Remy headed to the kitchen and returned with a large glass of ice water and a long neck bottle of Samuel Adams beer. She handed Alison the water and took a pull on the beer. Alison gulped down the water all in one go. Remy asked, "More?" "That'd be great." She handed Remy the glass. When she came back she motioned to the over-stuffed black leather couch. "Have a seat." The two women headed to the couch. Remy tossed herself forcefully on one end but managed to look elegant as she did. Alison was a bit daintier as she took up the other end of the couch. They chatted idly about the day's cases. When she finished her water, Alison asked, "You got another of those?" gesturing to the beer. "Middle shelf of the fridge, on the right." Alison returned with two beers and handed one to her host. "Thanks." Remy reached for the bottle and again took a long pull from it. Alison emulated the taller woman but ended her swig with a loud belch. "Excuse me!" She blushed intensely. "No prob." To emphasize her sincerity, Remy let out a great eructation of her own. Both women burst out laughing. The more they laughed, the funnier everything seemed. This fueled even more laughter until they nearly passed out from lack of oxygen. Finally, they returned to Earth. They finished their beers amidst occasional giggles, gasps, and guffaws. Remy stood up suddenly. "I gotta get cleaned up. You?" "Well, I can't go out like this." "Fuck that then. We'll stay in. How about I make us some pasta?" By now, lounging on the couch sounded much better than going out anywhere. "If it's not too much trouble." "Not at all. Won't take too long but I'm gonna shower first." As she headed to the bath corner she pulled he jersey over her head and began to undo her slacks. By the time she reached the shower, only panties and bra adorned her tall, lithe form. Alison stared at her friend, taken by her quiet self-confidence as she posed unconsciously for a moment before proceeding. She turned on the shower and in moments steam billowed from the falling water. Remy reached behind to undo her bra and tossed it to the basket where she'd put her top and slacks. She spread her arms wide and then spun around twice, stopping facing her guest. "I so need this!" she said. Alison couldn't help but look at her friends lovely breasts. She had assumed that they'd be larger. Not that she checked other women out as a rule. She did feel a little relieved to see that Remy's legs were just a bit fuller than was fashionable. She thought Remy might be prettier than she was and noting this small imperfection pleased her. She was used to being the prettiest woman almost wherever she went and though she wouldn't admit it to herself, she liked it that way. "I really need a good scrub. Won't be long." She tossed her head back, letting her long, dark hair fall down behind her, its ends brushing the swell of her panty-clad bottom. She returned to facing the steaming water and bent forward to remove her underwear. These too wound up in the laundry basket. She stepped under the hot water, grabbed a bar of fancy soap, and began to lather herself. Her movements were efficient and thorough and yet, somehow, she made it all look carefully choreographed and elegant. When she washed her breasts, she switched to a more sensual motion as though unaware that Alison was there. Alison was mesmerized. She'd never watched someone else shower and Remy's open bath made seeing her very difficult to avoid. She noticed that her friend trimmed her dark pubic hair into a narrow, neat rectangle that stopped a just where the slight swell of her tummy began. 'That's the style now,' she told herself. She couldn't decide whether it was perfectly reasonable or kind weird that there were fashions for genitals. Then it occurred to her that if she showered here, she'd be just as much on display as Remy. Unexpectedly, a pleasant shiver went through her at the thought of it. Alison was no exhibitionist, but having seen her lovely friend in the buff, she felt more confident of herself and she was proud of her own fine body. She got up to get another beer and returned to the couch to sip some more. She propped herself up on one elbow and rested her head in her palm as she watched Remy shampoo her long, dark tresses. With her hands working her scalp, Remy's breasts were well-displayed. Alison studied the dark red nipples and surprisingly large areolae surrounding them. Remy stepped back into the water to rinse the suds from her hair, displaying her body beautifully in the process. Alison realized that she was staring, entranced by the nude Remy and her graceful movements. She was embarrassed when Remy looked up and caught her gaze but still she didn't look away. Remy, obviously unconcerned with Alison's attentions, finished rinsing off and turned off the water. She addressed her guest, "Living alone, I never even think about privacy. And the only guests I have usually see me naked anyway." she gave an impish grin. Alison was aware that Remy enjoyed partners of both sexes and knew she wasn't in any long-term relationships. Still, to hear her refer to her interests so casually seemed odd. Alison was no prude. Heck, the first time she and Robert had sex, she was so high that she had done things she had never done with anyone else. Really dirty things that she never expected to enjoy so much. But when sexual urges hit her, it was always a man she wanted. She had never understood how some women wanted other women, but watching Remy dry herself off, she felt a twinge between her legs. She ignored the brief sensation of arousal and convinced herself that her admiration of her statuesque friend was simply aesthetic, nothing more. Then Remy bent over, reaching to dry her shins, and favored Alison with a marvelous view of her bottom and crotch. For the first time Alison wished she were a man. She had a momentary desire to be thrusting against those firm globes, buried to the hilt deep inside the taller woman. The urge was so visceral, so affecting, that Alison gasped out loud, quickly bringing her hand to her mouth in a belated attempt to suppress the sound. Remy worked not to acknowledge what she heard but she smiled inside. She enjoyed having her body appreciated, especially by another pretty woman. Slowly she rose and then reached for a long royal blue robe of luxuriant terry cloth. She wrapped herself into it and tied the belt with the easy flair that comes from long practice. "Your turn," she called out to Alison as she wrapped a big white towel around her hair so that it looked like a turban. She sensed hesitation in Alison and offered, "I'm gonna be busy making dinner just as soon as I throw something on." Alison relaxed slightly. In fact, she almost wanted Remy to check her out, to see just how good she looked, to admire how well she cared for herself. The thought of being admired in the nude again brought a twinge between her legs. She got off the couch. She really did want that shower and after two beers, she was more at ease with the idea of showering in the open, on display. At least the toilet was screened off. She couldn't imagine using the plumbing if someone were watching. "There's another robe in the wardrobe," Remy told her. "It's on the hook on the door." Alison walked over to the bed 'room' and opened the modern-looking, tall white cabinet against the bare brick wall. She found a robe identical to the one Remy had on and hung it over her arm. She closed the wardrobe and headed across to the shower. Remy returned to the bedroom and exchanged the terry robe for a shorter one of pinkish satin. The color was only enhanced by the contrast with the pale golden tan of her skin. She then headed for the kitchen and put a large pot on to boil while she prepared the sauce. Alison hesitated for a moment before undressing. She hadn't showered in front of another woman since her residency, when the on call room had a four-head shower room. 'What the heck,' she thought to herself, 'I did this every day in high school.' She removed her vest and pants. 'Then again,' she considered, 'in high school, no one was a self-described bisexual.' She began to undo the buttons of her blouse. She hung it carefully on the rack and then slipped her slacks off. These joined the blouse before she reached behind herself to unhook her bra. 'Moment of truth,' she thought to herself as she removed the lavender lingerie. Though she was the smaller of the two women, her breasts were larger than Remy's were. In contrast to Remy's large areolae and prominent dark nipples, Alison's were pale, barely distinguishable from the rest of her breast, and her nipples were puffy and inverted. Most folks would have a tough time deciding which woman's breastswere more appealing. Alison looked over to the kitchen and found herself almost disappointed that Remy was so absorbed preparing the sauce. She hooked her thumbs into the waistband of her matching panties and tugged them down over her hips, balancing deftly as she stepped out of them. Now, she became self-conscious. In contrast to her fashionable friend, Alison let her pubic hair pretty-much grow as it would. She did trim it enough so that she could wear her one-piece to the gym when she went swimming, but she did not clip and sculpt it as her taller friend did. Robert had encouraged her to let it go natural. He said he loved to go exploring in the wild bush! Must've been an Ozzie thing. As for her first husband, it was never an issue. He'd barely been well-enough to consummate their marriage and they hadn't made love much after that. When they did, it was more often her servicing him than anything physically mutual. She turned on the water, letting it run briefly before stepping under the steaming spray. God! That felt great. She was so lost in the sensations that she completely forgot about being on display. As Remy had done, while she was shampooing her hair, she turned to face her friend. She was shocked to realize that Remy, finished now with the sauce, was staring at her, apparently appraising her naked form. The thought at once annoyed and thrilled her. When she was washing her feet, she emulated another of Remy's moves and bent over, offering Remy a fine view of her shapely bottom and furry crotch with her hot pink lips protruding from their luxuriant dark nest. She didn't even know herself if this move was deliberate. Remy didn't care. She loved the way Alison's ass looked and her inner lips, which peeked out beyond her outer ones and the thicket of curly hair that adorned them. Yes, she approved of the view. Alison was perhaps the prettiest woman she had yet had to her apartment. She double-checked that everything was cooking along properly, turning down the flame under the sauce, before walking over to the bath. She dropped the satin robe on the floor as she approached. Alison, busily rinsing her hair, didn't see her coming. Remy stepped into the shower and said, "let me do your back." it really was a beautiful back and Remy wanted to feel it under her firm caresses. Alison jumped in surprise. She hadn't known that Remy was there. "Excuse me?!" Unabashed, Remy began to lather Alison's back with both hands. She could feel how tense her pretty friend was. "Relax," she told her. "Doesn't that feel nice?" In fact it did. Remy's movements reminded Alison of a masseuse's. She relaxed a little. "Mmm, that does feel good." She relaxed a little more. Soon, she was aware only of the warm flowing water and of Remy's tender attentions. Remy's hands drifted lower, caressing the sweet, symmetrical curves of Alison's ass. "You have a beautiful back." She ran one hand along the outside of Alison's thigh, moving the other to the inside. She intended to show Alison how women made love. That wasn't on her mind when she'd invited her to stay, but watching her shower had excited Remy as she hadn't been for a long while. Until recently, she was in an exclusive, heterosexual relationship. With that over, and Alison nude in front of her, her sexual urges returned to women. God! But Alison was beautiful. She traced a finger along Alison's outer lips. "Hey!" She turned suddenly to face Remy. She flushed but not with anger. She was embarrassed when she realized how turned on Remy's attentions were making her. Remy pressed her index finger gently across Alison's lips and said, "Shh. It's ok." Alison sighed. Remy's hands felt so good and she hadn't been touched by anyone, not in an intimate way, since the divorce. Heck, she'd hardly masturbated. She'd never had all that strong a sex drive but what she had steered her unmistakably towards men. She'd never even kissed a girl as so many of her classmates had when she was in college. Some had even had full-fledged Sapphic flings. Just wasn't for her though. Now this. At that moment, the thought of playing sex with Remy was more appealing than revolting. Remy bent down slightly and kissed Alison full on the lips, gently but firmly pulling Alison to her with a hand behind her head. Alison didn't resist, though it was some minutes before she opened her mouth and accepted Remy's experienced tongue. Alison reached out and hugged Remy to her, drawing their bodies close, The bottoms of Remy's tanned breasts brushing across the tops of Alison's creamy beauties. All the kissing had Alison decidedly aroused. She felt an almost unfamiliar tingling between her legs. God! She needed a good fucking. Why couldn't Remy be a man just now? They kissed for an age. Remy was thankful that her loft had tankless water heaters. She didn't want to stop yet. She moved her hands beneath Alison's gorgeous buns and gave a heave, lifting the smaller woman up. Reflexively, Alison threw her legs around Remy's waist and hugged her more tightly. They resumed their wonderful kissing. Alison got into it, running her tongue across Remy's teeth. When Remy parted her teeth and sucked forcefully on Alison's tongue, it was as if her tongue were wired to her clit. Alison had never had such an erotic feeling from kissing. In truth, neither her first husband, nor Robert (for all of his claimed experience) were especially skilled at this. Remy sure was and Alison wanted more. She traced her tongue around Remy's full, soft lips. In response, Remy hugged her tightly. With her legs wrapped around Remy's hips and their bellies pressing against each other, Alison suddenly became aware of a pressing need. "uh, Remy? I gotta get down." "Why?" Remy grinned at her as she asked. "I need to pee!" Alison admitted with some awkwardness. "You gotta let me down." Again, "Why?" "So I can pee!" Alison didn't like Remy being thick. Remy held her tighter. "Go right ahead." "What?" "Pee. The water's running." "You mean?" Alison was aghast. Remy favored her with her seductive smile. "Uh huh." She squeezed harder. Alison's need was great, nearly as great as her resistance to the idea of peeing in front of her friend. She considered, in their current embrace, she wouldn't just be peeing in front of her friend; she'd be peeing ON her friend! "But. . ." Remy grinned salaciously. "Uh huh." Alison relented, not fighting her hostess. In a few moments, her stream began. Once she started, there was no way Alison could stop. The hot stream splashed against Remy's taught belly, running, mixing in with the water from the shower. Remy's peals of laughter encouraged her and she squeezed all the harder to empty her bladder on her friend's tummy under the steamy shower's spray. When at last she was done, Remy grinned at her and said, "Now that wasn't so hard, was it?" as she soaped herself all over again. Alison, laughing vigorously herself by now said, "No, I guess not." Remy grinned wider, knowing that with this experience behind her, Alison would be easier to lead to other new things. "Alison," she asked her guest, now busily washing herself again, "are you ready to eat?" Alison paused in her own scrubbing and looked to the kitchen and caught the whiff of the red sauce simmering on the stovetop. "I'm famished!" she realized aloud. "I wasn't thinking of food!" Remy teased, laughing. Alison blushed deeply. She was disconcerted by the suggestion of oral sex, especially with another woman. She was even more disturbed by the fact that she was growing interested in the idea. Sleepover "Well, I was!" Alison's tone was between hurt and indignant but she was smiling. The two women finished rinsing themselves. Remy reached around Alison to turn off the water. Alison admired her statuesque form as she went for their towels. A short while later, wrapped in their robes, they were sitting at the dining table enjoying their pasta and salad. Remy had opened a bottle of Chianti and poured them each a generous portion. That now gone, Remy refilled Alison's glass. "Are you trying to get me drunk?" Alison asked her hostess. "Only to make you more compliant so I can seduce you." Remy favored Alison with a lascivious grin. Alison had been thinking about it. She had no moral objection to sex between consenting adults and, though her sex drive was mild, she had been months without sex and things did build up. On top of all that, their time in the shower had gotten her awfully aroused. And Remy was a very sexy woman too. There were so many things that she never tried. Now felt like the time to try some. "You already did that! I am seduced." This information surprised and pleased Remy. She was looking forward to making love with her beautiful friend. She was even more surprised when Alison stood, opened her robe, and let it fall to the floor. Remy noticed that Alison's nipples were erect and her areolae were pinker than before. Alison was turned on and that excited Remy even more. Alison had made up her mind. She would do whatever Remy wanted and she would ask Remy to give her whatever she wanted, when she wanted it. The decision was liberating and rather than suppress the growing clamour between her legs, she resolved to serve it, for tonight, anyway. She approached Remy. "Kiss me," she commanded. Remy was only too happy to comply. As they kissed, Alison reached between them to undo the belt of Remy's robe. That done, she swept it from her shoulders, leaving Remy as naked as she was. Alison broke off their kissing and stepped back to appraise her friend. Her assessment was different now that she'd determined to have sex with her. "You really are beautiful, Remy." Remy considered her shorter friend whose beauty was more conventional than her own exotic, alluring appearance. "So are you," she responded, drawing closer again and bending to kiss her. They kissed for an age, the need building inside them, before Remy lowered her head to suckle Alison's breasts. She ran her tongue lightly around Alison's left nipple and was rewarded with a cross between a sigh and a moan. After a few moments, she moved to ensure the other breast did not feel neglected. After a bit, Alison pulled away. Before Remy could be disappointed, Alison suggested, "Let's hit the bed. I can't stand up much longer." In part, Alison was becoming aware of the wetness in her pussy and felt self-conscious about it showing as it began to drool down her pale, firm thighs. "Sure.". Remy then surprised Alison by swiftly slipping two fingers up into her heated passage, an action eased by Alison's copious juices. Alison gasped in shock and pleasure. Remy was pleased to feel how wet her guest was. "Come along," Remy encouraged, pulling the smaller woman with the fingers in her pussy. "I'm ready to eat." Alison attempted to comply but walking was quite awkward with Remy's hand where it was. Realizing this, Remy relented and removed herself from inside her newest lover. She brought her fingers to her nose and inhaled like a connoisseur. Pleased by the sensation, she reflexively popped them in her mouth to suck them clean. She turned to Alison, who was watching intently. "God! You are delicious! Let's get to that bed, now!" She grabbed the smaller woman's hand and dragged her to the bed where they both flopped down, Alison on her back, Remy on her belly. Remy leaned over her friend and again began to kiss her thoroughly. It took Alison a moment to realize that the unexpected flavor of Remy's kisses was her own juices. The realization excited her. Tonight, she was going to play at sex for whatever it was worth. She knew that there was likely nothing she could do that would shock or bother Remy. Unlike Alison, Remy, though younger, had been around the block more than once. Further analysis was cut off when Remy returned to Alison's turgid nipples. "God!" Alison thought, "I have never been this turned on! Look how pink my nipples are." She usually wasn't much for having her breasts played with, let alone sucked. Her first husband barely had the energy and Robert, bless him, was simply too eager to take much care. Thinking of Robert made her think of his cock and she missed it for the first time since the divorce. As though reading Alison's thoughts, Remy chose that moment to reenter her friends drooling cunt, using three fingers this time. As Alison moaned, Remy repositioned herself so she could finally go down on her partner. Alison let go of a long, low moan as Remy's long tongue slid its way along her slick inner lips. She was encouraged by Alison's barely-suppressed moans of pleasure. Remy nibbled and lapped at Alison's labia for perhaps ten minutes, drinking in the savour of Alison's secretion, their musky, dark aroma and earthy tang, before, at last tending to her swollen clit. When she did, Alison almost came right then. Remy had brought Alison to such a high point and then kept her there for so much longer than anyone, even herself, ever had that the moment she felt Remy's soft, warm tongue flicker across her clit, she experienced a near-orgasm. Realizing her friend's predicament, Remy resolved to prolong it. There followed five or six minutes of exquisite agony for Alison while Remy lapped and suckled through the velvet tangle and up and down the slippery, swollen lips, opening like a blossom under Remy's patient tongue and lips. The heady, pungent aroma was driving Remy wild and she lost her patience just as Alison was sure she could wait no longer. Remy homed in on Alison's engorged clit, gently exposing it with her free hand so she could gently suck and lick it while her other hand was now four fingers deep in Alison's steaming tunnel. "Oh God! Oh God! Oh GOD, Remy, I,m. . . I'm. . . I'm. . . COMING! Oh God! I'm coming. . .coming. . .com. . " Alison half-screamed, half-panted as her thighs trembled uncontrollably and her torso spasmed, rising and falling from the black bedspread. She had never been so vocal while coming. Remy had a pretty good idea of how to draw this out and for the next several minutes Alison convulsed as one aftershock after another coursed through her. Alison hadn't though such an experience was possible, certainly not for her. She believed nothing more was possible just then but Remy proved her wrong. She pulled her tired fingers from their sticky confinement and sucked them clean. Remy really loved the taste of pussy and Alison's juices were delectable. Using her slickened fingers, she began to gently, slowly circle Alison's tender clitoris. Looking at her friend's sex, she was amazed at the size of her clit. It was easily the biggest one she'd ever seen and she'd seen over a hundred up close and personal. While she knew well from experience that there was no correlation between size and sensitivity, learning that Alison's was so huge excited her even more. From a low angle, it almost looked like a tiny penis and she liked cocks too. She increased her speed and pressure almost imperceptibly and was rewarded with more of Alison's moans. She kept up her slow progression until Alison began to approach another great orgasm. As it neared, Alison uncharacteristically reached behind her knees and pulled them to her chest. This brought her crotch up off the bed and allowed Remy more access. Remy looked at the pucker of Alison's anus, its dark pigmentation in such contrast to the milky white of her ass cheeks. It seemed to be winking at her from amidst the sparse, dark hairs, as if in invitation. Remy eagerly accepted and immediately began to favor Alison's asshole with warm, wet strokes. Alison had not expected this and the novel sensations pushed her over to another wracking climax. Remy, encouraged by Alison's response kept up her ministrations, all the more enthusiastically as the tangy lubrication seeped from Alison and oozed down the crack of her ass, flavoring her asshole with cunt. Her fingers stayed with Alison's clit throughout her convulsions and Remy's long tongue remained busy running around the ridges and hairs of her lover's wrinkly rosebud. Remy absolutely adored being rimmed and so she learned to reciprocate as well. As long as her lovers were freshly-washed, she actually liked the act. She found the thought of doing something so dirty a turn on; besides, receiving felt so nice, when she was in the mood. Alison gripped her legs tighter, pressing her knees hard to her chest and let herself become lost in the sensations as she rode down from her orgasm to the feel of Remy's lapping and kissing. Remy too was lost in Alison's private parts. The taste and feel and the powerful, pungent aroma, Alison's writhing and the sounds of her unselfconscious moans transported Remy. She hadn't been so swept up in sex in ages and she continued to lick, nibble, and suck Alison's inner and outer labia, burrowing her long tongue as far into her friend as she could to get all the creamy secretions that she could. She returned to give Alison's asshole a teasing flicker of her tongue now and then but she knew better than to renew her assault on that well-used clit just then. There would be time for more of that once the poor thing had some time to recover. Remy still reveled in its size. Who knew her prim friend had such a sexual endowment? Finally, Alison breathed out, "Enough! Enough already." She lowered her legs as Remy disengaged from her crotch. Remy crawled up alongside her sated guest and wrapped her Arms around her, laying her head on Alison's breast, listening to her heartbeat and breathing. Alison cradled Remy's head and made the awkward shift to kiss it on the top. "Thank you," she whispered hoarsely." Soon, Alison's rhythmic breathing told Remy that her lovely bedmate was asleep. No surprise, after those climaxes. Remy was hot and bothered and desperately wished for some attention but she knew she could wait until morning. She still had other things to teach her beautiful lover. Sleepover at Shelly's 01 The Sleepover To be honest I was a little nervous as we headed back to Shelly's place. We had been fucking for about three months and things couldn't have been better. She was young, beautiful, fun and she didn't push me for any relationship commitment. Best of all she had a libido to match my perverted sex drive. Even with her limited experience she was up for almost anything. Her parents, Malcolm and Annie we're cool too. We had been to dinner with them and it felt more like going out with friends and not my girlfriend's late forties parents. They didn't even seem to have any issue with the fact I was older than Shelly, (at 29 I was over ten years her senior) or that she was one of my undergraduate students in her first year of university. She wasn't the first student I had fucked, but she was the first whose parents I had met. So the thought of spending the night with her at their house was a little daunting. Sure they had said it was ok, but still it was going to be kinda weird fucking their 18-year-old princess in her childhood room while they were in bed just across the hallway. It was some relief that they had already gone to bed when we got back to the house and all was quiet as we sneaked upstairs and passed their closed bedroom door and into Shelly's room. "I feel like a teenager again," I whispered as I slid my hand up her inner thigh. She parted her legs slightly as my hand moved higher, my finger softly tracing along her panty-covered slit. Shelly put her hands on my chest and kissed my mouth, her tongue sliding across mine. "I feel like a naughty little girl," she giggled and fluttered her eyelashes as her hand slid down my body to rub my growing cock through my jeans. I looked in her brown eyes and smiled, "I think its time you started sucking some cock then, don't you? Naughty girl." She obediently dropped to her knees and unbuttoned my fly, slowly stroking my fat member as it hardened to the sensation of her warm wet tongue lapping at the base of my cock head. She looked up giving me the cutest innocent look as she slowly licked and kissed her way down my meaty shaft. "That's it baby, worship my cock, show me how much you love it." My voice was soft, conscious of her parents sleeping across the hall. I sighed in pleasure, taking her ponytail in my hand, pulling her head onto me as she took my cock in her mouth. Leaning back against the door breaking from her gaze I looked around the bedroom. It was a mess, clothes strewn across the floor. With the exception of the double bed, nothing about this room looked adult. The walls were painted soft pink and covered in pictures of Shelly and her friends, pouting and posing for the camera trying to look grown up despite the fact they were in their school uniforms, hair in ribbons. This was not an adult room. It was the room of a private school girl who had only finished school just a few months earlier. It was the room of the girl who was on her knees in front of me, her hand now under her short dress, rubbing her pussy through her panties as she slobbered all over my throbbing cock. I looked down at her and smiled as I yanked down the front of her strapless dress freeing her perky b-cup tits. "You're just a dirty cock sucking slut aren't you Shell?" She nodded and stared back at me in lust, saliva dribbling down her chin. Maybe it was a result of her privileged upbringing, but she loved it when I talked dirty to her and the more degrading the language the more she got turned on. I slid my spit covered cock from her mouth and slapped her face playfully with the heavy meat as she continued to rub her slit. "Is your fuckhole wet baby?" I spoke softly. "Uh huh," she nodded and replied in a cutesy voice, "It's soaking wet." I cock slapped her again. "Then you better get on the bed hadn't you? You little fuck piggy. Get on the bed and show me that fat ass of yours." Her ass wasn't fat, but it was big. Through years of horse riding and gymnastics training she had developed beautiful solid thighs and one of the perfect teen booties I had ever seen. It was the sort of ass that rooms full of eyes would follow as she walked past. It was the sort of ass that would mean she would have a lifetime of guys fucking her from behind and it had never looked better than now as she climbed onto her bed, on all fours. Looking back at me over her shoulder as she slid her short black dress up over her waist, her thighs slightly parted as she arched her butt into the air presenting herself to me. "Are you going to fuck me like a puppy dog?" She cooed as I slid off my T-shirt and stepped out of my jeans. With my cock in my hand I moved behind her, easing the crotch of her pink lace thong to the side to expose her smooth hairless pussy and puckered pink ass hole. Pre cum oozed from the engorged head as I rubbed it along her moist slit. "Aren't you going to say please Shelly? I thought they would have taught you some manners at school," I teased her. She arched her back more, pushing her ass up further and still looking back over her shoulder at me. "Pweaaaase fuck me," she whimpered in that little girl voice that drives me wild. "Pweaaase make me your widdle fuck piggy." I didn't need to be asked again and holding her round butt cheeks in my hands I pushed forward, my thick cock snaking into her tight juicy pussy as it stretched open to take me. "Ooh fuck your cock feels amazing," she moaned as she bucked back against me making the bed squeak loudly. Lost in the moment she was clearly forgetting or not caring that if her parents could hear us there would be no mystery about what we were doing. I was so worked up that I was starting to care less about her parents but still tried to keep the noise down as I fucked her in a slow, deep piston motion, trying to keep the bed from squeaking with each thrust. Shelly was still moaning but more softly now as she reached back between her legs to fondle my balls and rub her clit. Keeping this slow, steady rhythm, the shaft of my cock glistened with her creamy juices and her legs trembled, a sure sign she was getting close. I was getting close too, but I was enjoying this too much to let it finish just yet. Reaching forward I held her chin in my hand. "Are you going to cum baby? Are you going to cum while I fuck you like a dog? While I fuck you like the dirty little fucktoy that you are?" All she could do was mumble a reply as I pushed my thumb to the back of her mouth making her gag. Her pussy tightened and her legs trembled more as I brought my hand back and pushed my spit covered thumb into her tight anus. Shelly's body spasm in orgasm and she buried her face into the bed moaning and whimpering in pleasure, her quivering pussy so hot and wet on my cock and her asshole squeezing on my thumb. "Baby that was soooooo good," she sighed as I kept my cock buried deep in her pussy and worked my thumb in slow circles in her anus. Leaning forward I licked her ear and whispered, "I haven't finished with you yet, you fat ass slut. You've got one more fuckhole I want to use." I popped my thumb from her butthole and brought it to her mouth where she hungrily sucked on it. "Mm-mm yummy" she sighed. My cock was so hard it ached as I withdrew it from her soaking wet cunt and pressed the engorged head to her pretty little sphincter. I had taken her anal virginity the second time I fucked her. I remember the tears in her eyes as she orgasmed, bent over my desk, her shorts and panties around her ankles and my cock stretching her ass hole open. In the months since then she had developed into a good little butt slut with her tight little hole learning to easily accept my long thick cock. I would fuck that delicious ass every chance I got. Tonight as I pushed the head past her ring she was already pushing back like a bitch in heat. I held still as her anus slid down the greasy shaft of my cock and her warm squishy bowels engulfed me. "That's it Shell, wank me with your ass hole Make me cum inside you," I groaned at the sight of this big firm teen booty taking my cock deep in its tight fuckhole. My cock throbbed from the tightness of her ass and the heat of her insides as I thrust the full length deep inside and when I felt her wet pussy lips kiss my ball sack I was beyond the point of no return. "Yes baby" she whimpered as I let out a deep groan and unloaded gush after gush of my warm seed into her waiting bowels. I sighed Collapsing on top of her as her ass milked the last of my cum. "I can't wait for tomorrow," she cooed still grinding her big butt back against me. "Me to Shell, me too," I whispered, my cock stirring at the thought of what we had planned. 02 Meet the Parents (One week earlier) "We need to get going Shell, we don't want to keep them waiting." I scooped a thick dollop of spunk from her chin and fed it to her with my finger. She looked up at me passionately as she sucked my finger clean. "You're such a good little cum bunny." I smiled, taking her hand in mine and helping her up from her knees. She was dressed casually, but still looked sexy as always. A fitted white T-shirt highlighted her tanned skin and showed off her perky breasts. (She had told me she had been completely flat until she was 16, so two years on her freshly blossomed tits still had a very youthful pert, puffiness to them that always made my cock stir.) The curves of her strong thighs and round ass we're accentuated perfectly by her tight jeans and black high heels. She was wearing the same jeans on the first morning she walked into my class, and like that day her hair was pulled back from her gorgeous face in a ponytail. She had the ass of a porn star and the face of a school girl and more days than not I was shoving my hard cock into both. Shelly had arranged for me to meet her parents, she had told them about me and they wanted to "get to know her new man". She and her mum we're very close and apparently they chatted about "everything". When she had told me this I wasn't sure just how much was included in "everything". We were to meet at a casual restaurant near the university and near my apartment. As we strolled down the street hand in hand I smiled to myself wondering how much she had really told her mum. Had she told her how in the time since she had started University she had developed from a "good girl" into the depraved fucktoy of one of her professors? How she had left school only having fumbling sex a few times with her first and only boyfriend and now was she would eagerly give herself to whatever perversion I was in the mood for? "Hi Daddy, Hi Mummy," Shelly hugged and kissed her parents, her breath fresh with the scent of my cum. "Nice to meet you," I put out my hand to Malcolm. A fit man in his late forties, tailored shirt and chinos, he was dressed like a typical off duty banker or lawyer. I actually didn't know what he did, but whatever it was it was clear he had done well out of it. I turned to Shelly's mum and placing my hand on her hip I leaned in and softly kissed her lips, "and nice to meet you Annie." I'm sure she blushed as I held her gaze. One look at Annie and you could see were Shelly got her prettiness from. Annie was stunning. She shared her daughters complexion and dark hair. Though Annie's hair was shorter and unlike Shelly's dark brown eyes, Annie's were bright blue. When she smiled they sparkled with a girlish cheekiness. She was wearing a low-cut, sleeveless top and white tailored shorts that many women ten years younger would struggle to get away with. At 48, she was in incredible shape for her age, her body was more petite than Shelly's, slimmer hips and thighs but lovely full tits and a deep cleavage lightly spotted with freckles. Her outfit was completed by single string of simple but expensive looking pearls. We walked inside, Shelly walking ahead with her dad with Annie and I following. "It's nice to finally meet you, Shelly speaks very highly of you. Apparently you're the big man on campus." She grinned. I laughed, "I wouldn't call myself that, I'm just a junior professor that gets on well with his students, and Shelly's a very enthusiastic student." I wondered if Annie had any idea how "enthusiastic" her fuckdoll of a daughter was. We took our seats and continued to chat. I sat beside Annie, Shelly opposite me next to her dad. The conversation flowed easily and I couldn't help but flirt with Shelly's mum. I've learned from experience with mature women that you can get away with being very forward and quite blatant. I placed my hand on Annie's knee under the table, "You know Shelly didn't tell me you were a complete MILF." Shelly giggled and Malcolm chuckled. He was a relaxed guy and seemed to enjoy his wife lapping up the attention. Annie laughed along with the rest of the table then, looking quite embarrassed, asked meekly, "What's a MILF?" "You're such a dork Mum!" teased Shelly. "It's an acronym dear" said Malcolm in slightly patronising tone. "For what?" asked Annie, feeling very silly. My hand was still on her knee and I let it slip a little higher, "It's an acronym for; Mum. I would. Like to." I paused and looked across at Shelly who was giggling almost uncontrollably. Malcolm was laughing too. Looking back to Annie I continued, repeating myself "Mum I would like to," pausing again, "be Friends with." I smiled looking in her eyes. Annie still looking puzzled as she thought it through. Then as she worked it out, her eyes lit up and she squealed with shocked, excitement. "Oh my! That's, that's," she was almost lost for words, "that's so naughty!" "Naughty, but true." I winked at her and slid my hand to her inner thigh "Yeah Mum, you're a total MILF" said Shelly. "Yes dear you are" agreed Malcolm still chuckling a little. Annie sat smiling loving the attention, "OK then, I'm a MILF and I'm proud of it!" The evening continued along these lines, lots of chat, lots of laughter, the conversation laced with double entendres as I shamelessly flirted with Annie (and felt her up under the table). I even got so bold as to complimented her on how "nice she looked with a pearl necklace" and "how much Malcolm must have enjoyed giving it to her." Everyone had laughed, though I'm not sure if Annie caught on. For all her classy sophistication she was incredibly naïve and like her daughter she seemed very compliant. We stayed late into the evening and my hand had become a permanent fixture on Annie's toned thigh. If she was uncomfortable with it she didn't show it and if Malcolm was aware he didn't show it either. Or he didn't care that my hand and was now nestled snugly at the top of his wife's leg, the side of my fingers rubbing her mature pussy through the soft cotton of her shorts. To add to the craziness of the situation Shelly had taken off her shoe and was rubbing my cock through my jeans with her foot, a sure sign that the little minx was as horny as I was. I knew I wasn't going to get to fuck Annie, but I sure as hell would be filling her daughters tight holes with my aching cock. I called for the bill. Finishing up we said our farewells. I shook Malcolm's hand and he head off to fetch the car. As I kissed Annie goodbye I let my lips linger and my hand slid around to rest on the side of her ass. "I'm sure you two won't be sleeping for a while," she winked. "You could always join us Annie." I (half) joked. "Baby!!!" squealed Shelly. "Oh you are a naughty boy" scolded Annie and gave me a playful slap on the butt. I think the two glasses of wine she had was going to her head. She was clearly blushing and was trying to compose herself when Malcolm pulled up in their Range Rover. She kissed Shelly goodbye, "have a lovely night princess." "Oh my god, I think my Mum is totally in love with you" exclaimed Shelly excitedly as we took the short walk back to my place, "she's was like a giggling school girl." I placed my hand on the small of her back, then slid it down to squeeze her big ass. "I don't think its love Shelly, I think your mum just needs a good hard fuck" I grinned. Shelly bit her bottom lip looked up at me, "You are sooooo bad baby! She's my mum!" "Yeah, so?" I continued "She probably loves sucking cock as much as you do. She probably loves a nice deep ass fuck as much as you do." As I spoke I pushed my fingers firmly against her asshole, pressuring it through her jeans, causing her to let out a soft involuntary sigh of pleasure. "She probably doesn't even know how amazing that feels." Shelly said softy, her voice was just above a whisper, like she was more thinking it than saying it. I could tell by the look in her eyes that her sweet little pussy was hot and wet. It was the reaction I had wanted. When we reached my apartment I excused myself to get changed. It felt so good to release my cock from the confines of my jeans, it had been in a state of semi arousal throughout the evening and my balls were churning with that creamy syrup that Shelly had learned to love so much. I stripped off and put on a short silk robe, tied loosely at the front. It had been given to me by another one of my students who had joked it as my "Hugh Hefner" robe. I liked the tacky sleaziness of it and it was the perfect thing to slip on if I was entertaining one of my students. When I returned to the room Shelly had stripped down to just a tiny leopard print thong and her high heels. "You're a well trained cum bunny aren't you?" I said as I approached. She had a flicker of vulnerability and embarrassment in her eyes as I inspected her young body with my gaze. Her dark pink puffy nipples standing erect, her tanned belly with just the tiniest hint of baby fat curving down into the tiny triangle of fabric that barely covered her smooth mound. "And such a sexy piece of fuckmeat," I sighed in approval and walked across to sit down in my favourite leather armchair. I slowly opened my robe, my semi hard cock rested heavy on my thigh. "I think it's time for dessert don't you Shell? Take off your panties and bring those yummy holes over here." I instructed. Obediently she slid her panties to her ankles and eased them off over her shoes. Her hips swayed as she walked over to me, her panties in her hands. "Do they smell good? you dirty little girl," I asked as she stood naked in front of me. She brought her panties to her face, breathing deeply inhaling her own sweet young scent. "They smell delicious baby," came her soft reply as she looked in my eyes, her tongue tracing along the crotch of her dirty panties tasting her own juices. I patted the arms of the plush chair, "then you better let me taste those delicious little holes of yours." Shelly obediently obliged. She climbed onto the chair, on all fours, hands and knees on the wide armrests, her legs apart. She was completely exposed. Her moist pussy and precious asshole level with my face. My hands sliding up the back of her firm thighs as she took my cock in her hand. "You've got such a pretty little cunt Shell," I groaned as I squeezed the bald pink lips between my thumb and forefinger, softly kissing the puffy outer lips. "Oh baby," was all she could mutter as my mouth trailed higher placing my lips in a circle around her anus. I softly sucked the tight little ring as I pushed two fingers into her molten hot pussy. She kissed and licked the head of my throbbing cock, still holding her wet panties in her hand. I probed her with my fingers as my tongue slid over her puckered hole. Her breathing was heavy and she let out soft whimper of pleasure as I tongue kissed her delicious 18 year old asshole. For my plan to work, I knew I had got her worked up so much that she couldn't think straight, and when my thumb started rubbing her clit she was already on the brink of her first orgasm of the night. My fingers slid easily back and forth in her pussy with the same steady rhythm that I was rubbing her clit and tonguing her ass. The tip of my tongue slipped past her sphincter as I reached forward with my other hand to push the back of her head and started to thrust into her mouth. Her body was shuddering and she was pushing her big ass back on my face. All she could do was let out muffled moans of pleasure as she climaxed with my fat cock relentlessly fucking her pretty mouth. Sleepover at Shelly's With my hand holding her ponytail I pulled her head off my cock to let her recover. "Oh my god! oh my god!" She muttered somewhere between a pant and a giggle trying to her catch her breath. My hands were kneading her round butt cheeks as my thumbs pulled at the edges of her wet asshole Her juicy little pussy was quivering and dilating in the last throes of her orgasm. "You want some more you fat ass slut?" I asked as she licked her way to the base of my throbbing cock. She cupped my balls in her hand and tenderly sucked on the sack. "Please baby, please don't stop," she pleaded, her lips humming on my cum filled scrotum. I pushed two fingers into her moist, relaxed anus. "Ohhhh fuck yes!" She moaned loudly as I pushed them deep into her bowels and slurped my tongue along her dribbling slit. "Oh fuck, oh fuck, you're going to make me cum again!" She wasn't sucking my cock or balls any more, just moaning and rubbing her face all over my spit covered junk. She was lost in a blur of almost continual orgasms as I devoured her creamy cunt and finger fucked her ass. By the time I relented, she could barely speak, just a blubbering mess, her face smeared with saliva and pre cum, her tanned inner thighs glistening with pussy juice that flowed freely from her aching little hole. "Oh wow, oh wow, you always turn me into such a horny slut." She mumbled. I gave her ass a slap. "Go and get on the bed Shelly, I'm going to fuck you like the filthy little bitch you are." I said softly, my cock aching for a hot, wet hole. As she climbed off the chair, she almost stumbled in her high heels because her legs had turned to jelly. I remained seated, watching that beautiful big butt sway as she left the room. I entered the bedroom and walked to the end of the bed. She was laying on her back propped on her elbows. Her legs were open and her perky tits pushed forward, rising and falling with her breath which was still heavy. She smiled sweetly and fluttered her eyelashes, "Fuck me baby, I need your cock so bad, please fuck me." I climbed onto the bed, my cock in my hand as I kneeled between her open legs slowly wanking the head of my cock against her clit. "You need a good fuck don't you Shelly?" She bit her lip and nodded, "Yes baby." I pushed just the head past her greasy pussy lips, holding it still. "You need a good, hard fuck don't you?" She nodded again, breathing heavily, "Yes baby I need a good, hard fuck." I slid my cock head out, pressing it to her clit again "Yes, you need a good, hard fuck." I stared into her eyes, "just like your mum needs a good, hard fuck." Shelly stared at me with lust in her eyes, her face a mess. "You're such a pervert," she whispered, her mouth in a half-smile. Her hips were grinding forward begging for my cock in her desperate little pussy. "Fuck me baby, fuck me like you would fuck my mum." She moaned as I inserted the full length of my long, thick cock into her hot, wet hole. Her body was writhing in pleasure as I ploughed her cunt. I thrust my hips forward rhythmically as she spread her solid thighs wide. "Should I fuck her like this Shell?" My pelvic bone was grinding on her clit as I pushed inside her. "Or do you want me to fuck your mum hard?" I rammed my cock roughly into her causing my balls to slap on her wet asshole "Fuck her hard baby. I want you to fuck her hard!" She said, as her perky tits bounced with every thrust. "Who Shelly? Who do you want me to fuck hard?" I asked, as I supported my weight on my hands. I hovered my face over hers as I pounded her sweet pussy with my cock. "My mum," she panted, "I want you to fuck my mum, so hard." Her hands were on my ass cheeks pulling me into her. "I want you to make her cum on your big beautiful cock." My shaft was slick with her milky juices as it worked back and forth in her slippery fuckhole. "You want to see my big hard cock deep in your mums sloppy cunt? You want to see me fuck the old bitch? Fuck her pussy, fuck her ass, that's what you want isn't it Shelly? You want to watch your mum moaning like a slut while I fuck her in the ass?" Shelly's eyes we're almost rolling back in head, she was delirious with pleasure. "Yes, yes!" She moaned. "Fuck her pussy, fuck her ass, fuck her tits, fuck her mouth, fill my mum with your cock, fill her with your cum, cum all over her!" I could feel a surge in my balls as I withdrew my cock from her gaping hole and moved to kneel next to her head. "Should I cum on her face Shell? Should I teach her how to be a dirty old cum bucket?" I wanked my slimy cock against her face as she feverishly rubbed her swollen clit. "Yes baby! Yes! Cum all over my mums face! Cum all over my face!" Shelly's body convulsed in ecstasy as I unloaded what felt like a bucket load of warm sperm on her. It landed in gooey ropes on her forehead and in her hair. I lowered my aim, squeezing the last drops into her open mouth. "Mmmmm baby, that was amazing!" Her wide brown eyes looked up at me adoringly, a thick glob of cum dripping from her eyebrow and dribbling down her cheek. "You are soooooo bad." She grinned. 03 Good Morning (The morning after the sleepover) I guess it was about 8am when I woke, Shelly had said her dad would leave by 7:30 to play golf and from my slumber I had heard his car start and pull out of the driveway a while earlier. Looking across, Shelly was sleeping like an angel, a very well fucked angel. I kissed her forehead and climbed out of bed, pulling on my boxers. Her eyes slowly opened. "Good luck baby," she said softly as I gave her a wink and left the room. The door to her parents room was open and I could hear water running from the suite bathroom. "Good morning Annie," I called out and adjusted my still semi-hard cock in my boxers. There was a pause for a moment before Annie appeared at the suite door. She looked startled, but quickly composed herself. "Oh good morning Darling," she replied in that posh voice mums use when they trying to impress someone, "did you two have fun last night?" I could see she was blushing as she stood there, freshly done hair and make-up and just a low-cut nightie. Obviously it's not every morning she is greeted at her bedroom door by a partially naked younger man. "Yes Annie, we had a lot of fun." I took a step into the room as I talked, enjoying the awkwardness of the moment as I stood there clearly checking out her mature body. "I hope we didn't wake you and Malcolm when we got home," I smiled looking in her eyes. Then, glancing across to the unmade bed where she would have lain while I fucked her daughter. In response she walked over to straighten the sheets, leaning forward as she spoke giving me a clear view of her mature tits, "don't worry about Malcolm, nothing could wake him." She looked up at me as I stared at her cleavage. "But I'm a very light sleeper," she smiled back at me with that cheeky twinkle eyes. As Annie continued to smooth down the bed sheets I walked further into the room to the side of the bed, "so you heard us last night?" After fluffing the pillows she sat coyly on the edge of the bed. "Maybe," she replied softly. I stood in front of her and I noticed her trying to sneak a glance of my ample package, "and what did you 'maybe' hear?" I grinned. She squirmed a little looking up at me, "you two certainly sounded like you we're having a lot of fun." As she talked her gaze kept moving back and forth between my eyes and my crotch, which was level with her face. "Are you looking at my crotch Annie?" I took half a step closer as I talked. "No, I, Um," she stuttered and blushed. "It's ok Annie I don't mind," I smiled as I confidently reached into my boxers flopping out my long, thick, semi-hard cock, slowly stroking it in front of her. Her eyes widened in shock and she pulled back a little. "What are you doing? Put that away!" She meekly protested, keeping a steady lustful gaze on my hardening meat. I continued to stroke my cock in front of her as she ever so slowly inched her face closer. "Go on Annie, taste it, suck it," I urged. She was still lost for words as I pressed the end of my cock to her glossy red lips. "I , I, I can't. I shouldn't," she mumbled before parting her lips and taking the head of my now fully engorged cock into her velvety mouth. It was clear Annie hadn't done a lot of cock sucking lately. Her head bobbed as she worked on my cock head, sucking with what would best be described as fish lip technique. Her eyes we're closed but she would keep opening them briefly, looking up at me for reassurance. What she lacked in technique was made up by the sheer perversion of the situation. Here I was having my cock sucked by a classy housewife only hours after I had fucked her daughter in the ass. Stroking her brown hair back from her face I urged her on, "That's it Annie, show me how a mummy sucks cock, show me how much you love it." She was starting to relax into it and as I reached inside her nightie to grope her soft titties, her hand wrapped around the base of my thick shaft and she started wanking me as her tongue slurped in circles around the head of my cock. I slid down the shoulder straps on her nightie letting her heavy tits spill out as I caressed the soft flesh. As she sucked, she slowly seemed to gain some confidence. Her eyes were now open and she looked up at me, "am I doing good sweetie? am I sucking you as good as Shelly does?" Before I could answer I looked across to the doorway where Shelly was standing wearing tiny "little girl" style cotton panties and a tight tank top that rode up to expose her tanned belly. She winked at me and traced her finger slowly along her pronounced camel toe. Then with a look of mock outrage, her hands on either side of her cheeks, she squealed, "Ooooh my god mum? What are you doing?!!!" Annie turned, stunned like a deer in headlights. Her hand still on my hard cock as she muttered excuses, "Shelly. Darling. I was just. I wasn't. I didn't." As she sat on her bed, her tits out and my cock still in her hand there was no way she could explain her way out of this. Shelly's look of shock, turned to a broad smile and she giggled, "Shut up mum, just keep sucking his cock." Annie looked confused as she turned from Shelly back to my hard dick which I swiftly jammed back into her open mouth. "Just shut up and suck it!" I ordered her. Shelly walked across the room and kissed me, "good morning baby, is my mum doing a good job sucking your cock?" I tongue kissed her passionately, squeezing her perky braless tits through her tank top. "You know what they say? Practice makes perfect," I grinned, "why don't you get down there and help your mum out?" Shelly sat down beside Annie, snuggling up to her as she took my cock in her hand popping it from her mums mouth. "My turn," she poked her tongue out at her mum like a spoilt child before taking my cock in her mouth. Her lips slid down the shaft as she showed off to her mum taking me deeper than she ever has before. Annie watched on mesmerised. Shelly then took my cock from her mouth and guided it back to her mums who did her best to emulate her daughters deep throat attempts. She gagged and coughed as spit ran down her chin and dribbled off my throbbing cock. "You're so cute Mummy," giggled Shelly as she kissed her mothers spit covered mouth and fondled her breasts. Annie didn't protest to being felt up by her own daughter. I don't think Shelly had ever looked sexier than when she looked up at me, groping her own mum, eyes wide with lust, her tongue sliding across her mums chin as Annie took my cock back in her mouth. I just groaned in pleasure as Shelly continued to lick from her mums face down the rock hard shaft of my cock. She was like a little puppy so eager to please. "Lick it like this mum," she instructed as Annie followed her daughters lead. Their tongues lapping up and down my cock and balls. "Oh fuck you sluts are good," I muttered, "you're going to make me cum so hard". Shelly looked up at me excitedly. "Cum on mums face baby! I want you to make her your cum dump. She'll love it." Annie stared up at me and sighed, "God yes," as she continued to lick and kiss my cock. Feeling my balls tighten I took my cock in my hand. I could feel it pulsing as spurt after spurt of warm jizz splattered Annie's face. Ropes of thick gooey cum landing across her nose mouth and cheek as Shelly leaned in to kiss and lick my sperm from her mothers face. "Oh my god, you look so hot right now mum," she squealed.. Annie just looked up at me in amazement, then tenderly kissing the tip of my cock she smiled, "Malcolm won't be home till 4pm."