4 comments/ 47005 views/ 13 favorites A New Pleasure By: Megamuffin "Dude. You don't have to hide it." Matt pointed down at the bulge in my shorts. My cock was an iron bar and I had been trying to keep it tucked away since the girls had first started taking their tops off. I took my hand away and suddenly felt self-conscious knowing that he was looking at the tent my cock was making of my shorts. "I've got one too, man," Matt said. As if I hadn't noticed. The bulge in Matt's own shorts was enormous. He hadn't tried to adjust himself or tuck it back even once. His cock stood out so hard it actually left a visible space between his bare, rippling abs and the elastic band of his bathing suit. "Yeah," I said, blushing. I hurried by him and up the stairs back into the house. I tried to tuck my cock back again before I realized it wasn't going to work. Fuck it, I thought. "How could you not have a boner after that?" Matt said when the door closed behind us. He pointed a thumb over his shoulder back in the direction of the pool, where the girls were waiting for their refills. "We just spent the last half hour staring at four sets of titties." I opened the refrigerator and pulled out the drink mix and the ice. When I turned around, I saw Matt leaning against the counter, smiling at me. His huge bulge hadn't gone anywhere. He had broad shoulders and a smooth, muscled chest. I found myself following the lines of his pecs and abs down to the gap between the rim of his shorts and the lower part of his stomach. "Do you want to see it?" Matt asked. He hooked his thumbs under the band of his shorts and pulled them down just slightly. The movement revealed a glimpse of his pubic hair and pushed his cock a bit down and out. It dawned on me that I did want to see it. I wanted to rush over to him and grab it. Instead, I turned around and worked on making a batch of daiquiris. I knew my face was bright red with embarrassment, and something in me didn't want Matt staring at the bulge in my shorts. If anything, my cock had only gotten harder since we came inside. I could feel Matt's eyes on my back. I turned around. "Let me see it," I said. Matt smiled. "You first," he dared. "Let me see that cock." My heart pounded. My hands were shaking. I wanted to show him. I wanted him to see my cock in all of its erect glory. And I wanted to see his. Hands trembling, I hooked my thumbs inside the waistband of my swimming shorts and pulled them down to my knees. My cock sprang up and pointed straight at Matt. "That's a nice, big cock," Matt said. "Now you," I said. My voice was hoarse and shaking. I leaned back against the counter, cock in the air and watched Matt pull his shorts down and drop them to his ankles. His cock was somehow bigger than I had imagined. The massive shaft stood straight out, topped with a swollen purple bulb of a head. "That is," I stuttered. "That is a huge cock." "Yours is pretty big too, though," Matt said. "It's nice and hard." Matt stepped close to me and grabbed my rigid prick. I gasped as he worked his hand up and down my shaft. Pleasure soared through me. I reached to him and closed my fingers around his enormous member. "I can't believe how big and hard it is," I said. Matt looked up at me. "I want to suck your cock," he said. I didn't stop him. Matt knelt in front of me and squeezed the base of my dick, guiding the swollen head to his lips. He kissed the head of my cock and lightly licked the little drop of pre-cum from the tiny opening in the tip. His movements were already making me dizzy with pleasure. I squeeze the edge of the counter and gasped as Matt took my cock into his mouth. The heat and wetness of his sucking sent spasms of pleasure up my spine, exploding in my brain. My vision seemed to blur and for a second I was almost dizzy. But Matt didn't stop sucking my cock. What he couldn't fit in his mouth, he stroked and squeezed with his hand, spreading his saliva around, slicking my entire cock. Just when I thought I was going to explode in his mouth, he slowed, sucking only on the head of my cock. He took his hand away and began slowly bobbing his head up and down, taking a little more of my cock into his mouth every time. "Oh, yeah," I gasped. "Suck my fucking cock." I thrashed with pleasure, sometimes humping my hips forward to meet his strokes. Matt quickened his pace, taking more and more of me into his mouth. "That's fucking awesome, dude. Suck my fucking cock." Matt hands were on my thighs. He had nearly all of my rock-hard cock in his mouth. I came. My balls pumped gobs of hot jizz into Matt's mouth. "Oh, Jesus fuck! Yes!" I screamed. I trembled as Matt finally let my slowly receding cock out of his mouth. It was slick with saliva and cum. Matt's chin and chest carried the cum that he hadn't swallowed. I frantically licked up my own cum off the stubble on Matt's chin and off of his perfectly smooth chest. "Oh, Christ, yeah," Matt said. "You like that?" I nodded, tongue still glued to his chest. "Did you like how I sucked your cock?" I nodded again. "Do you want me to shove this fucking cock up your ass?" Matt was stroking his huge, pulsing prick. I looked at him. "Yes," I said. "Are you sure?" "Hurry up and fuck me up the ass with that fucking thing." "You have to suck it wet for me first," Matt said. "In the living room," I said. He followed me to the sofa and sat down, his cock standing straight up in the air. "You wanna suck this fucking cock?" Matt waved his prick in my face as I knelt between his legs. I grabbed his shaft and felt the warmth and hardness under his smooth skin. I licked up the underside of his cock, from his balls up to the tip. I sucked each one of his balls, stopping each time to lick the length of his shaft again. "Oh, yeah," he said. "Suck that fucking cock." I took the tip my mouth and sucked the salty-sweet pre-cum off of his cock. I moved my head up and down, feeling his rigid shaft, hot and hard in my mouth. I sucked him as he had sucked me, stroking what I couldn't fit into my mouth, spreading around my saliva until his entire cock and his balls glistened with my spit. I pulled his cock out of my mouth and looked up at him. "So are you going to shove this thing up my ass or not?" I teased him. "Lean over that chair," he said, pointing to the recliner. I rested my hands on the arm of the recliner and leaned over with my feet spread apart. Matt came up behind me, cock in one hand; he spread my ass-cheeks apart with the other. "Fuck me with that big cock," I encouraged him. Matt reached around and stuck to fingers in my mouth. I sucked them hard, getting them good and wet. He pulled his hand away and I felt him stick one finger against my asshole. He pushed, and I saw stars. Slowly, he buried first one finger, then the other in my ass. I spasmed with a pleasure I had never imagined possible. Matt then pushed both index and middle finger into my ass together, stretching me, preparing me for his cock. "You ready?" he asked. I could only nod. I felt Matt push the tip of his huge cock against my asshole and I quivered. I spread my feet apart wider and bent over farther, giving him better access to my hole. Very slowly, he eased the tip of his cock into my ass. The pain and the pleasure exploded together and I cried out. Every little push of his cock into me brought another blinding explosion of pleasure, dancing with pain. Somehow he pushed it in deeper, until I had all of his cock up me that would fit. "Oh my fucking God! Oh fucking shit, that's amazing!" I gasped. "You like that fucking cock up your ass?" "Oh fuck! Yes! Fuck me with that fucking thing!" I buried my face into the cushion of the recliner, and Matt started to fuck my ass. He only had about half of his monstrous cock in me, but it was enough to send blinding waives of pleasure crashing into dizzying spikes of pain. My own cock grew hard again, swinging with my balls as every stroke of his cock bore into me. "Your ass is so fucking tight," Matt gasped. "Fill it up with cum. Give me that fucking cock. Cum up my ass." I said every nasty, dirty thing I could think of, because every time I did, he fucked my ass harder. "Oh fuck, yes! I'm gonna cum!" I felt Matt's cock pulse inside me as he started to shoot wads of hot cum up my ass. I reached down and jacked my own cock while Matt spasmed behind me. I instantly came, shooting my cum onto the arm of the recliner. The pleasure ripped through me. I realized my face was in a puddle of drool. And then Sarah walked in. She was still topless; her big boobs were tan-lined and swayed. She was holding the empty pitcher from the blender. Her mouth hung open and her eyes were wide. "What the fuck are you doing?" she screamed. She dropped the pitched and ran out of the house, tits bouncing wildly. Matt and I laughed and swapped cum. A New Pleasure I stepped out of the shower and wrapped the towel around my waist. It was the first day of the season where I wasn't freezing to the core after stepping out of the shower. I glanced at my reflection in the mirror, thinking of shaving and the rest of my day. I looked around the corner for Michelle, my girlfriend, and not seeing her near I flexed my muscles a bit. Not too bad, I thought, not too bad...smooth skin, lean muscle, a new hair style...all working well. Michelle and I realized at the end of last summer that maybe we weren't taking as much care of our bodies as we should. We embarked on a plan of nutrition and exercise -- a whole change of lifestyle, really. We were hiking and biking more, going to yoga and the gym, cooking more at home than eating junk food at a restaurant. It was great. It led to us looking great, just being out and about more, being more energetic at everything we did, and our sex life really took off. Our sex life wasn't bad to start, but the growth in self-confidence and body image within us individually paid dividends with each other. We were more adventurous, our play was lasting longer and was more intense, and it was much more giving and fulfilling. Just as I was pondering how good things were going, and as I slapped a face-full of shaving cream on my face, Michelle walked in...completely naked. I immediately stopped what I was doing to admire her shapely figure: long dirty blonde hair, ocean blue eyes, tall at about 5'10, a nice tan with sexy tan lines from working out in a decreasing amount of clothes, C-cup breasts, a taut & curvaceous body...I could feel various parts of my body waking up faster than other parts. Michelle, though, just kissed my shoulder and gave a my a quick, tight hug before hopping in the shower. But it got my mind going. I had a meeting first thing in the morning, but after that I got searching. I think it was time for Michelle and I to take a little late spring vacation. I wanted someplace where we could get an early jump on summer: sunny, warm, where we wouldn't have to wear many clothes. Michelle and I discovered that along with the better self-image we were gaining, we were also getting an exhibitionist streak. I've gone from loose t-shirts and baggy shorts at the gym to form-fitting tank tops. I even bought a speedo to wear at the pool at the gym. When I came home from a good swim, my cock half-hard in the tight speedo, Michelle took one look at me as I undressed to shower and damn near attacked me. She lost the one size too big sweat pants and sweat shirts for spandex shorts and sports bras. When she wore an outfit like that, and pulled her hair back into a ponytail, and I could stare at her ass as firm as a block of concrete, it made it easy for me to follow her while out for a jog. Michelle jumped into my arms with delight when I showed her the itinerary I booked us for South Florida, a place neither of us had visited. I got a hotel with amazing views, lots of beaches nearby, and cool people-watching. We didn't have to pack anything remotely dressy. We both got some new clothes to wear: I got some new shirts and a new speedo; Michelle bought a new bikini that looked like it was made from less material than my speedo...but she just teased me with it, saying I couldn't see her in it until she wore it on the beach in Florida. We left the mountains early in the morning, and got to our hotel in time for lunch. I threw on a loose button-down shirt, and Michelle changed into a long sundress. I caught just enough of her changing to see her put on a lacy bra and panties -- and lace is one of my weaknesses. We had lunch at a sidewalk café we saw down the street, enjoying the food and watching all the sexy and unusual people. After we decided it was time to get some sun. We returned to the hotel and prepared for an afternoon at the beach. Michelle grabbed her new bikini and popped into the bathroom to change out of sight from me. I quickly changed into my speedo and adjusted it, getting excited about being out on the beach in what was, for me, pretty daring and revealing...but I didn't think anyone would be disappointed or ashamed of someone with my physique showing off so much. But when Michelle emerged from the bathroom, I almost fainted. Her tan body was barely covered by a triangle top and a bottom that was string-sided with a low-cut front and full-coverage back. She giggled as a gawked, and spun around to give me the full view. I told her I thought she looked amazing, and she flashed that million-dollar smile. She locked eyes with me, and her smile turned from fun to serious-sexy as she took my hand and slid it down the front of her shorts to let me feel her smooth pussy. It was a shock, as she normally just kept it trimmed short but never smooth. She gave me a kiss and urged us to get out and enjoy the day. We got more than our fair shares of long lingering looks and outright stares as we walked the few blocks to the beach. It was surprisingly empty. We figured it must be early in the season, but we were in heaven: bright sunshine, sounds of waves crashing, white sand as far as the eye could see. We found a good spot and set up a big blanket. We just chatted about nothing in particular, watching the world pass by. I knew she was looking me up and down, even though she was wearing sunglasses -- and I was looking her up and down. After a while she asked if I would rub some sunscreen on her back, which of course I would. She lied down on her stomach, and I proceeded to run the lotion onto her back. I didn't get in more than a few strokes when she teasingly demanded I untie her bikini top to ensure full coverage. I pulled the strings from around her neck and from her back, letting the strings fall to her side. I took my time rubbing lotion all over her body, giving her more of a massage than simple covering with sunscreen. I had to check my swimsuit to make sure my cock wasn't poking out, or just tearing through the fabric. She let out a few sighs of contentment as my hands roamed her body. Just when I thought I had given her a good massage, she mumbled something about her bikini bottom. I leaned in to give her a kiss and ask what she was saying, and with closed eyes she said she wanted me to untie her bikini bottom. I took a quick glance around to see if anyone was nearby, but there was no one close. It also dawned on me that Michelle's eyes were closed when she made her request, telling me she didn't care if anyone saw. I leaned down and gave her another kiss as I gently pressed my cock against her to show her how turned on I was. I leaned up and slowly pulled on a string on one side, undoing the tie that held the front and back together. I repeated this on the other side, slipping the fabric off her ass. I put more sunscreen on my hands and began working it into her ass. It was at this point that I saw just a bit of the end of her smooth pussy lips visible. Baseball, baseball, baseball...I had to occupy my mind with something else... I had fun finishing covering her, doing some teasing of my own, to which she just giggled. I lathered another layer on myself as a pair of sexy women who were walking down the beach looked on. It was a moment Michelle missed, but on which I got off. I eventually lay down next to Michelle, and we continued chatting and relaxing. We never fell asleep, but a few hours later we felt as refreshed as if we had taken a good nap. There was still a few parts of me on edge and tingly and turned on by Michelle. She leaned her head up and looked around, and not seeing anyone she just stood up and stretched, raising her clasped hands over her head pulling her body taut, then bending over to stretch her back, putting her ass almost right in my face. She grinned at me as she bent down and picked up her bikini and tied it back on. She did this so naturally, so nonchalantly, that my cock began pulling the top of my waistband away from my stomach. I wrapped my arm around her waist and pulled her close to me, saying I may not be able to make it back to the room before taking her. She just flashed her sexy smile and said she knew, and would help. She led us to a showering area on the edge of the beach, where mounds of sand provided some privacy. She walked us between the small shack of a building and the mound, and gently piled our things off to the side. She pushed my to the building and almost attacked me, kissing me deeply and passionately. I, of course, kissed her back just as passionately, our arms wrapped around each other and hands kneading and feeling each other's flesh. I pulled her hips to mine, grinding my cock into her. A soft moan escaped her lips. She kissed her way to my ear, nibbling my neck and ear. "I know you're hot for me, and I want to take care of you and make you cum," she said. She pulled back slightly and kissed across my chest, giving a nipple playful bite. She got down on her knees and pressed her face to my cock, teasing and rubbing it through the fabric. She looked up at me, took the edge of the speedo in her teeth, and pulled it down. I let out a long sigh, feeling the bit of relief of my cock being freed. She continued to tease me, the soft skin of my cock on the soft skin of her face. My cock was getting harder and harder as it throbbed into her skin. She took it in one hand and kissed and nibbled and licked it like a lollipop. I took a quick look around, and there was no one in sight. As much as I love being teased, I needed more. I was breathing harder and deeper, and let out a soft moan of "Please..." She tugged my suit down just enough to get it out of the way, my cock pointing straight out, and looked up at me and pulled out to the end of my cock and then slowly slid it all in her mouth. I let out a loud moan and quickly looked to see if anyone had seen -- but still no one was around. Michelle felt amazing as she worked her tongue all over me. She kept one hand on the base of my cock, and waited until I was looking down at her for her to untie one side of her bottom so she could rub her pussy. She knows I get really turned on by watching her play with herself, and by the sounds I knew she was really wet and in need of getting off herself. She was giving me one of her usual fantastic blowjobs. She would bob her head on my cock, pulling until my head was on the edge of her lips, then taking it until her nose was pressed to my waist. Sometimes she kept it deep down her throat, just letting her tongue swirl all over my head and on the sensitive spot under my head. When my hips were uncontrollably sliding forward, pushing my cock down her throat and taking control, she took her hand off my cock and massaged her breasts, keeping her head still so I could take control. I grabbed the base of her ponytail to hold her head still as I facefucked her. Her moans increased and her hands moved faster, telling me she liked what I was doing. I was just feeling the start of my own orgasm when her eyes clamped shut and muffled moans escaped around my cock. Her body trembled a bit as her orgasm washed over her, and I saw a few drops of her juice drip down onto the ground below her spread legs. My head was moving around a little as my own pleasure was getting to be too much. Michelle kept sucking me through her orgasm, and redoubled her efforts as she regained a little consciousness. Just then a figure caught my eye. There was a woman amongst a set of nearby dunes watching us. It would be difficult for anyone to see her, but easier to see her than Michelle and I. She was laying back on one of the dunes, and she was close enough for me to see that she was gorgeous. A petite slender body with long legs, beautifully curvaceous, with dark hair. She wasn't quite as sexy or beautiful as Michelle, but could easily model lingerie. She was also wearing a skimpy bikini, pulled to one side so she could rub her pussy. I smiled, knowing someone was getting off watching us get off. She smiled back and spread her legs a bit wider. This sent me over the edge. I moaned softly to Michelle that I was about to cum, and she reached around to grab my ass and hold her mouth on my cock. She was still rubbing herself, and as another orgasm began washing over her, I felt my orgasm reach a crescendo and release into her mouth, shooting jet after jet of cum down her throat. I usually cum quite a bit, but this was a big, intense orgasm. I gently held her head in my hands as I came, and we both took our time coming down from the high. Michelle eventually let my cock slip from her mouth and stand up, showing me only one little line of cum dripping from the corner of her mouth. She smiled and let some cum dribble from her mouth onto the ground. She then firmly grabbed the back of my head and kissed me, slipping my cum into my mouth. We swapped it back and forth a little before both swallowing some. "Holy shit that was intense," she said as we held each other. "That's what you do to me, " I replied. "And you me," she said as she took my hand to her bare pussy, letting me feel how wet she got. As Michelle bent down to pick up and retie her bikini, I glanced to the other dune to see that our voyeur had left. No matter -- I had Michelle, and that was more than enough. We gathered our things and slowly strolled back to the hotel, watching the sun set. Our play really worked up an appetite in both of us. We hopped into the shower together, washed each other, and threw on some clothes: jeans and a tight t-shirt for me; a spaghetti strap top that accentuated Michelle's feminine muscles and skirt for Michelle. We heard about a restaurant around the corner that was just what we wanted: good food and fun yet not loudly annoying atmosphere. All the seats outside were taken, so we made our way to the bar. My hear skipped a beat as we turned the corner: tending bar was our voyeur, and she looked sexy as hell in a really tight black box-top, short red plaid skirt, and black choker necklace. That look alone would have turned me on, but knowing she watched us play earlier was even more arousing. As we sat down, Haley asked us what she could get us. Michelle said food menus, I said two shots. Michelle shot me a grin and gave my knee a squeeze. Haley got us the menus and went to work on the shots, but the bottle she grabbed didn't have enough for two shots. She took a few steps down the bar, and bent over to search for the right bottle in the cabinet. She kept one leg locked straight and the other slightly bent, meaning her already short dress rode up pretty high, exposing the bottom of her ass and a red lace thong. I was enjoying the view, and apparently so was Michelle. "Not bad..." she quietly said. As Haley stood up, I looked at Michelle, who just gave me a sly smile. We had talked about playing with another woman, but it had never happened. A few times while we fucked, I had whispered in her ear sexy and dirty things about playing with another woman, and Michelle always seemed to enjoy it. I decided to make a move and see what happens. I slid our money across the bar to pay for the shots, and as Haley poured the second one I asked if she would want to join us. Absolutely, she said, and poured a third. We clinked glasses and knocked back the shot together. After taking our order, Haley hung around making small talk. There were other people at the bar, but Haley would take care of them and immediately come back to us to talk. About halfway through dinner, Haley excused herself for a break. I looked at Michelle, and she at me, and we both broke into a smile like we knew what the other was thinking. "She's cute, isn't she?" I asked "Cute and pretty sexy," Michelle replied. "You think she thinks the same about us?" "I wouldn't mind finding out...if you're open to the idea." "I think it could be lots of fun." "I agree..." Michelle said and leaned in to give me a long, soft kiss before stepping away for the bathroom. Haley came back a moment later. "Have fun at the beach today?" she asked with a gleam in her eye. "Lots of fun...you?" I replied. "I had a very good time." "Maybe you would consider having another good time..." "Your girlfriend let you see other women?" "No, but we're a package deal." "Well, you are both very attractive, and look like you're a fun couple." Michelle came back and Haley stepped aside to take care of another customer. Michelle leaned and whispered in my ear as she handed me an item, "This is what I think of Haley playing with us." She was handing me her panties, which were quite obviously wet. I stuffed them in my pocket and we continued eating. Haley again returned and kept chatting with us. Haley asked Michelle about some of the intricate rings she was wearing, and as Michelle offered her hand forward for Haley to get a better look, Haley took her hand and held it and caressed it a little as she got a better look. We finished our food and paid the bill. Haley asked us if there was anything else she could get us. "We'd like you to join us for a drink -- when do you finish here?" I asked. The shot before dinner was the only alcohol we had, so we still had our wits about us. Haley said "Just a sec," and disappeared in the back. She returned a moment later and asked "When?" "When are you free?" I asked. "Right now. It's not busy enough for two of us to work, so the other bartender is going to handle it for the rest of the night." I looked at Michelle, and she nodded her head yes. "Shall we get a table?" Michelle led the way to a table in the corner, followed by Haley, followed by me. We got a bottle of wine and enjoyed the company and conversation, which included lots of laughter. There was definitely some sexual tension building, but we were all relaxed and having a good time. We were making idle contact, a touch here, a brush there. As we finished the wine I looked at Michelle and smiled. "Shall we head to our room?" she asked. Haley answered yes, and I stood up and helped them up. We talked and laughed as we walked, feeling comfortable and relaxed despite the excitement and energy. I opened the door to the room and let the girls in ahead of me. Haley walked to the balcony and opened the doors, letting the warm night air inside. Michelle was close behind, and the two sat on lounges on the balcony. They were talking, but Haley had one leg straight out and one off to the side, revealing a pair of long, toned legs and more of that red lace thong. I turned and gave Michelle a 'can you see that?!' look and she just smiled. "So, what are you two deviants looking to do with a poor, innocent girl like me?" Haley asked. "We just want everyone to have fun," Michelle replied. Haley leaned forward and made her way to Michelle on all fours, swishing her ass back and forth as she moved. She passionately and deeply kissed Michelle. Michelle took Haley's face in one hand, and slid her hand onto Haley's back under her shirt with the other. Haley took Michelle's welcome gestures as a cue to let more of her body press onto Michelle. Michelle ran her hand up and down Haley's back, as both let out small moans of pleasure. Michelle slid her hand down Haley's side, somewhat tentatively, to her thigh, then back up under her dress. I could see her scratching that thigh and ass, a sign I knew by experience to mean Michelle was really enjoying herself. Haley began kissing down Michelle's neck, allowing Michelle and I to look each other in the eyes. She smiled up at me as I watched her facial expression changed as Haley kissed and nibbled her neck. Michelle lifted Haley's skirt to reveal an amazingly tight bubble butt. It seemed like Michelle did this for my pleasure -- she looked at me, then Haley's ass, then at me. I bent down and took Haley's ass in my hands, caressing and gently massaging. Haley tilted her hips, pressing her ass into my hands. A New Pleasure Haley stood up on her knees, leaned back into me, and used both arms crossed to pull her shirt up over her head and tossed it aside, revealing a gorgeous chest with one nipple pierced. She seemed to take it off in a way meant to turn Michelle on, and from the glazed look in her eyes, it worked. Michelle sat up and reached for her own top, but Haley reached faster and pulled it up over her head and tossed it aside as well. A couple of hoots and cheers of appreciation rained down from a distant balcony in the same hotel. We all looked at each other for a reaction. Haley spoke first. "I just don't care if anyone sees..." "Sometimes we really get off on knowing we're being watched when we play," I replied. Haley returned to Michelle's neck, this time also taking one of Michelle's breasts in her hand. I leaned in and took Michelle's mouth in mine, while one hand roamed across Haley's back and settled on one of her breasts. This lasted for a while, and my cock was getting so hard it was getting uncomfortable in my clothes. Haley turned and looked at me and asked if I could help her out of the rest of her clothes, as she playfully shook her ass. I reached down and unzipped the side of her skirt, and it fell to the floor. I hooked the sides of her thong and slid it down to her knees until she shifted to allow me to take them off. They were sopping wet. Michelle then asked Haley, "Will you help *me* out of the rest of *my* clothes?" The two girls stood up, and Haley slowly slid Michelle's skirt down her legs, her head following the skirt but keeping their eyes locked. Haley stood back up and the two embraced again, bodies pressed together and hands roaming everywhere. I was enjoying the show when Michelle said, "There's someone here wearing too many clothes." "Attack?" "Attack." They turned and grabbed me, and before I knew what hit me they had pushed me back into the room, and I landed on my back on the bed. They quickly peeled my clothes off, my cock springing free. "Wow, that's quite a tool," Haley said as she gently held it. "There's plenty to share," Michelle said. They both made a move for my cock, and their lips met with my cock between them. They were quite a sight: looking down at two incredibly sexy women, both of whom had their lips wrapped around me. That is, until Haley licked her way up my shaft, then swallowed it down her throat. She took her time, holding the base, slurping up and down. Sometimes she'd twist her head, swirling her tongue. Michelle slipped her head down and was gently taking my balls in her mouth, just pulling on them enough. That both stayed so focused while my hips started moving was rather admirable. I ran my hands through their hair, enjoying the sexy sounds of slurping and sucking. Michelle eventually slid up my body and softly spoke in my ear, "God, this is so fucking hot..." She was absentmindedly playing with her pussy while she spoke. "Do you want to taste her pussy? Haley, do you want Matt to lick and suck your cunt?" I knew Michelle only spoke dirty like that when she was really turned on. Haley stayed sucking my cock, but swung her hips over my face and pressed her pussy down onto my face. At first she just rubbed her shaved muff up and down my face, tilting her hips back and forth. She was so wet, she just coated my face in her juice. Eventually I stuck my tongue out, causing Haley to move around less but press her pussy to my face harder. I couldn't even get fingers up to spread her lips, I could only grab onto her ass and work my tongue. Michelle moved down to alternate her hands between Haley's nipples, my cock and balls, and her own pussy, Haley tasted incredible -- different from Michelle, but still quite sweet. Her juice poured down my throat and down my face as I ate her out. Our moans were muffled, but Michelle was saying all sorts of different things -- suck that cock, does her pussy taste good, come all over his face, flood his mouth... Haley lifted her head off my cock and was moaning fairly uncontrollably. Michelle got close to her. "Are you going to cum, Haley? Are you going to cum all over his face?" Haley nodded her head yes, and leaned back harder onto my face and up on her hands. This allowed Michelle to crawl between my legs and get at Haley's eye level and play with her tits. Haley's sounds were getting louder and more erratic, until she paused a quick moment, pressed her pussy down hard on my face, and let out a guttural howl: "AAAAAAAAAAWWWWWWWWWWWW!!" I got a good hold on her ass and held her down on my face as she not only cum on my face, but squirted on my face. I kept lapping and licking, getting lost in the wetness and sea of sounds. Haley's hips jerked against my face for a long time, eventually slowing and relaxing. I slowed my tongue with her, until I was caressing her more than anything. She rolled off and flopped onto her back next to me, with a big grin on her face. She didn't say anything, but just reached out to stroke my hair. I turned to see Michelle on her knees in front of me, one hand rubbing her pussy. She didn't say anything, but locked eyes with me, moved forward on her knees until her pussy was above my cock, and spread her lips open. She held that for a moment, looking at me, then her pussy, then me, before grabbing my cock with her other hand and guiding it as she sank down on me. She kept her body upright, her weight on her knees, as she slowly and deeply fucked me. She lowered herself fully, until I felt her lips on my balls, then lifted up until my head was just at her lips, then back down. Haley wrapped an arm around me and pulled herself tight to me. The feeling of two strong, energetic women was fantastic. I just let myself relax and enjoy the pleasure. Haley reached her other hand up to play with Michelle's nipples. This didn't go on for more than a few seconds before Michelle's eyes closed. "Yes, yes, don't stop, you're making me coooooommmmmeeeee...." Michelle wasn't terribly loud, but very intense. Her pussy clamped onto my cock so forcefully it has difficult for Michelle to keep riding me, but she was just wet enough that she could. After a moment I felt Michelle's pussy cum on my cock, one long, steady orgasm. Michelle's eyes were shut, and as the orgasm washed over her I noticed her body sway a little, like she wasn't in full control of herself. I reached up and held her shoulder with one hand, the small of her back with the other. After she came down, and opened her eyes again, she crumpled in a heap on top of Haley and I. We lay there for a spell, all of us coming down a bit, stroking and touching each other. Michelle was the first to speak. "I'm going to need more of that, and for you to take control," she said to me. "Twist my arm, why don't you..." I smiled. "Why don't you lean back into Haley, and I'll do the rest." The women got into position: Haley leaning against the headboard, and Michelle spooning in the same position. They wrapped their legs together, spreading Michelle open to me. Haley reached down and lightly rubbed Michelle, eliciting a soft moan of contentment. Haley then spread Michelle's lips, and looked up at me like I needed to get to work. I bent down and dipped my tongue inside my girlfriend, tasting her thick juice. Michelle reached her hands onto my head, pulling me in tight. She knew this was one of my favorite things, and it really turned me on. It was difficult to breathe, but I was so focused on her pussy it didn't matter...until I got up to fuck her. I wrapped my arms around Michelle's legs and slid my cock inside her. I wasn't fucking her as slow as she was me: I started firm, becoming faster and harder. "Yeah, that's it Matt, take me, use me, use me as your little fuck toy," Michelle said. Haley reached down and took Michelle's calves, holding her legs back and spread open. This left my hands free, to put on the headboard for better leverage to pound Michelle. "Give it to her, that's how she wants it, pound her into me, " Haley said, "Make me feel it..." Michelle's hands grabbed my ass, urging me to fuck her harder. I began fucking her almost as hard as I could. The sound of our hips slapping together echoed through the room, as did the moans of Michelle and myself, and Haley's words urging us on. Michelle's moans didn't change, but rather she began moaning that she was coming. I didn't stop, I just kept going. I did lean down to kiss her, deeply and passionately and a bit messy, feeling her waves begin to flood my mouth, and as I released the kiss her noise filled the room. Her pussy re-lubricated, changing the feeling for both of us. This helped maintain pleasure as I kept up the pace. A bead of sweat dripped from my body onto Michelle. Haley released Michelle's legs onto my shoulders, freeing her hands. She squeezed and kneaded Michelle's tits, and Michelle brought her hands over Haley's as a sign of approval. Haley moved one hand down her stomach and wrapped around the base of my cock, giving me more to fuck. She held her hand there for a moment, then began playing with Michelle's clit. "Fuck yes, that's so good, fuck yes, unnnggggghhhh..." Another orgasm washed over Michelle, under Haley's hand and my cock. Her hips bucked against me as wave after wave washed over Michelle. Her words now were incoherent. I slowed my strokes into her a little bit, but kept riding her as she kept cumming. When she did begin coming down, she gently held her hand to my stomach, motioning me to slow down. I gradually slowed to a slow pace, until she opened her eyes and looked up at me. "Matt, you are an incredible lover. I need you to fuck me slowly for a moment, but then do whatever you need to do to cum inside me," Michelle said. "Fuck yeah," Haley whispered. Michelle smiled at me at that comment, and I smiled at Haley. "Smile all you want, Haley, but you're next," I said. Haley just reached out and began playing with one of my nipples --something Michelle knew was a surefire way to make me cum. Michelle reached up and played with my other nipple. "I want you to cum, Matt, cum inside me. Use me. Fuck me. I want to feel your cum dripping out of my cunt," Michelle said. I didn't need anymore encouragement. I fucked her faster and harder, but not like before. The way the women were playing with my nipples, rolling them between their fingers, pinching and pulling, even sucking on them, made sure I wouldn't last too long. I found a good pace and kept to it. I was sliding inside Michelle at just the right angle, seemingly arousing every nerve ending on my cock. My mouth opened, but I couldn't form any words. I was looking down at Michelle, who had a very sexy smile as she kept talking me through, urging me to cum. That's when I began to see stars. I felt one hand from each woman on a shoulder for balance. Grunts and groans escaped my mouth, increasing in intensity until I thrashed a bit and released inside Michelle. "Yes Matt, yes Matt, yes, yes, so good, so good," Michelle moaned. I kept releasing jet after jet of my cum inside her. I normally don't prefer to cum inside a woman, but this was incredible. Just when I thought I was finished, I felt some of my cum lube my cock. It was a different feeling from Michelle's pussy juice, and it squeezed more cum out of me. I slowed down until I just held my cock fully inside Michelle. I was borderline ready to pass out, but a few squeezes of my cock by Michelle's pussy brought me back. She and I moved our legs so I was still inside her, still hard, but we could wrap our arms around each other, hold each other tight, and engage in a slow, deep, wet kiss. Haley wiggled out from behind Michelle, and after our kiss broke got right into my face. "I'm your fuck toy too, Matt. Fuck me however you want, however long you want; and cum whenever you want, and where ever you want." She bent down and swallowed my cock in one move, sucking my cum and Michelle's juice clean off it. Then she turned to Michelle, and reached down with a finger to her pussy. She scooped up some of my cum that was just beginning to drip from her pussy and brought it to her mouth. "And I want to suck his cum out of you." Michelle leaned back a bit and spread her legs. Haley dove for her pussy, on all fours, pointing her ass in the air at me. Haley's pussy was glistening, with juice down her thighs. Michelle grabbed her hair and controlled how Haley sucked her pussy. "Fuck her, Matt, fuck her into me." I teased Haley a bit, slapping my cock against her pussy, and rubbing my head against her wet lips. Haley whimpered and found herself caught between trying to lean back to take my cock, or lean forward and keep eating Michelle. I obliged by sliding my cock forward inside her. "You're just a cumslut, aren't you Haley?" Michelle asked. "My cum, Matt's cum, lick it all up. Lick me, bitch!" I grabbed Haley's hips and thrust into her, finding a good rhythm. Michelle kept cooing and smiling up at me, approving of the action. I reveled in the difference in fucking Haley's pussy. Not better or worse than my girlfriend's, just different. I alternated how I fucked Haley a little more. Slower, faster, harder, softer, short strokes, long strokes. At one point, Michelle pulled on Haley's hair, pulling her off her pussy, and said, "Fuck back against him, show him how you like it." I would lean back, hips out, watching her firm ass back into me. Michelle smiled up at me mischievously, watching the action for a while, before pulling Haley back onto her pussy. A while later Michelle did this again, but Haley just shouted, "I don't care, just fuck me Matt, I'm almost there, make me cum, please make me cum!" Michelle said, "Mmm, I want to feel her cum...where do you think you'll cum, Matt?" "After she cums, I'm going to pull out and cum on her face, down her throat." Haley's moans went up an octave after I said that. Her hand moved toward her pussy, but Michelle said 'I'll take care of that' and began rubbing Haley's clit. I grabbed Haley's hips and began pounding her hard, both to make her cum and to get me right to the edge. Haley quickly let out a series of long moans, and her pussy gripped my cock in one tight, steady squeeze as she came. I pulled on her hair, arching her back a bit, as Michelle toyed with her clit and squeezed her tit. Her orgasm lasted a long while -- she came fewer times than Michelle, but each time lasted longer. When she began to subside, she slid forward off my cock, and kissed me very deeply and passionately. "I really needed that -- you are one good fuck," she said, then kissed my cheek. Being so close, she then whispered in my ear, "Now cover my face with your cum." Haley climbed off the bed and got on her knees on the floor. "Right here," she said, pointing at her mouth while rubbing her pussy. I moved to stand over her. Michelle moved and held Haley's hair back, and Haley opened her mouth and kept licking her lips. I stroked my cock for a moment before exploding all over Haley, on her cheek, her chin, her neck, but most went right into her mouth. When I slowed my stroking she popped her mouth onto my shaft and grabbed the base with her hand, swirling her tongue and licking me clean. Michelle leaned in to lick up the cum that didn't get in Haley's mouth. They then engaged in a kiss, swapping my cum back and forth, with some spilling back onto their tits, and eventually they let all of it fall from their mouths. I leaned in to kiss each of them and clean up what was left. We collapsed in a heap on top of each other on the bed. We slowly touched and caressed each other, and I noticed we all had big smiles on our faces. We didn't say anything but just enjoyed each other and what we had just done. Soon we drifted to sleep, a breeze wafting in from the patio window that was cracked open. After a while, I awoke and slid off the bed, the women still napping. I went into the bathroom to clean up for a moment. My movements must have woken them up, for I returned to the sight of the two girls sitting next to each other, leaning back on the headboard, legs spread open and crossed over each other, hands gently massaging each other, lips locked in a deep, slow kiss. I felt my cock twitch and grow. And to think I always liked middle of the night sex best...