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Friendly Benefits Ch. 01

By: elpavilion



"No WAY!" Amanda exclaimed. "With who?"

"The first time was with a girl we picked up in a bar," Marge said. "The second time it was a woman I was friendly with in yoga class."

"And he, you know, did stuff with you and them?"

"That's the idea behind a three-way isn't it? It was fun. It wasn't like he was cheating because I was right there. We talked about it a bit beforehand. I'm telling you, it was pretty damn fun."

Amanda stared open mouthed across the centerpiece of the restaurant table at her friend. They met often and gossiped and talked about relationships and work and clothes and, sometimes, sex. Amanda had revealed that it seemed like her boyfriend, Andy, predominantly liked to watch three-way porn. Marge revealed back that she had a couple three-way experiences with one of her boyfriends a while back.

"And would you, um, do stuff with the girl?"

"Yeah, but nothing heavy. It was more about him. He was the center of attention. Grab a boob, a little kissing, a little fingering. The yoga chick did go down on me for a bit. I didn't hate it, but..." she trailed off.

"Oh my god. I can't believe you. No wonder you've had so many boyfriends."

The restaurant was crowded and there were people sitting at tables near enough that if they paid attention, they could catch the drift of the conversation between Amanda and Marge, but Amanda had become so enthralled that she didn't care, and her voice rose with her incredulity.

"Cheated on me. Loved his car more than me. Loved TV more than me," Marge was counting on her fingers as she listed the reasons for her breakups. "Loved the couch more than me. Had a really weird and close relationship with his mom. Christ, Homer," -Amanda snickered at the mention of Homer-"lasted longer than all of them put together. If anything the crazy sex stuff kept us going longer than the relationship should have lasted. That one ended because he wanted to have kids and I wasn't ready."

"Kids? I thought you said he wanted a dog."

"Well it was a dog, but I knew where that was going: first a dog, then a kid. I could have put him off longer, but he had to actually go and buy a dog. Stupid little purse dog. I wonder what ever happened to that little shit."

"Wow, Marge, that is something. I had no idea. Still, I don't know if I could convince Andy to do something like that. I mean I did all the girl make out stuff you're required to do in college when I was drunk and stuff, but that's as far as it went." Amanda paused for a moment. "She went down on you? How was that?"

"It didn't suck AT ALL. I wouldn't go out looking for a dyke to dive into my muff because I really like the boy parts, but in that particular case, I had the boy toy to play with too." Marge signaled for another round of margaritas and pantomimed drinking a shot to their waiter across the room.

"What about Tom," Angela asked, "do you guys do anything like that now?"

Tom and Marge had been living together for a year or so. He was tall and handsome, just the way Marge liked her men. Plus he had fashion sense and managed their money well. It had become "their" money after they moved in together without too much discussion. As long as Marge had enough for a very minor shopping spree once in a while and drinks whenever she wanted, Tom could do whatever he wanted with her money. He paid attention to Marge like no other boyfriend of hers Amanda had met, but Marge always acted like she was the mature one, then one carrying the relationship.

"Tom? Oh hell no. I feel like I'm holding on to that man-sized cock with a boy-brain by a thread. If I uncorked that bottle, I don't think I'd be able to put it back in until there was nothing left. Although..." She trailed off.

"What?" Amanda asked. Marge was openly appraising her with a smirk on her face.

"Tom is pretty fond of your tits. He hasn't said anything directly, but sometimes he mentions how nice you look, usually after we've been at the beach or you have some slutty tank top on or something. I always catch him staring. He thinks he's getting away with it."

Amanda blushed. More so because she knew Tom stared at her boobs all the time and didn't try to discourage him.

The drinks came and Marge went right for the shot of tequila, downing it without ceremony or routine. Amanda did the same but couldn't help making a face when she did.

"I think we should gang up on Andy," Marge said as she slammed her shot glass on the table. "He's cute, he TOTALLY loves you, I think he likes me OK and I think he's great. We all get along, so it would be a blast. Man, he would love you so hard."

"No way," Amanda was incredulous. "Really? You think so? I mean, how...What would...I couldn't...Really?"

"He's giving you a signal with all the three-way porn. Let me ask you, is it usually guy-guy-girl or girl-girl-guy?"

"I don't know, I suppose it's both, but maybe just a little more of the girl-girl-guy stuff." Amanda answered.

She was blown away that they were even having this discussion. Her sex life with Andy was great. They had been together for almost 5 years and still had pretty good sex at least once a week. They had spontaneous sex sometimes, and they both got off on watching porn as foreplay. But actually bringing another girl into the picture, or another guy? She hadn't thought of it as something that could really happen to her or anyone she knew, but if she was honest, when they would watch the movies, she didn't have too much trouble fantasizing about her being in one of those scenes. She had wondered what it must feel like for those women who are getting attention from two men at once.

On top of that, she and Marge had been friends for years, since just after college when the wild times were fueled by money earned at grown up jobs. Although they had slept in the same bed so many times Amanda couldn't count, she had never thought of her friend as a potential sexual playmate. She was almost certain that Andy had probably fantasized about Marge and her ample tits and shapely, firm ass. She didn't slight him for it. She couldn't believe she was even letting these thoughts roll around in her head.

"Ahhhh, you're thinking about it!" Marge said as she pointed a finger at Amanda. "It should be easy. You just tell him 'hey Andy, I'm going to bring a friend over to come in our bed with us and you can do stuff to both of us and we'll both do stuff to you. OK?' What's he going to say?"

"That I must be crazy."

"You're crazy if you think that. He'll act like he's just doing it because you suggested it, but he'll have a hard on before you get done telling him what's up." Marge took a long pull from her cold drink. "Ah, shit. Ice cream headache." Her face scrunched and she rubbed her temples vigorously.

"I still don't know. I'd like to think I'm the girl that could do that and be that free and fun, but...I just don't know. Like how do I work out the logistics and get everyone together and make sure he isn't upset. What if he likes you more than me when we're done?" Amanda's words were rushing out. She was, admittedly a little excited and was kind of getting a rush from talking about the taboo topic. But she still had her serious reservations.

"I can help you with some of it. After all, I am a BIT experienced. Tom is going out of town this weekend. How about if you tell Andy boy that I don't want to be alone and am gonna stay with you guys? I'll parade around as much as I can in something sexy, you can drop hints or talk to him directly, whatever. Should be like putting your size 5 foot in my size 7 shoe: easy! As far as that last bit, of course he's gonna like me more than you afterwards. I'm really good in the sack, beautiful, charming and a great cook."

"Great cook. That's a good one. You open boxes and cans with the best." Amanda's resolve had weakened considerably, considering that she hadn't brought up Andy's porn viewing habits as a way of lubing Marge up to join him and Amanda in bed. But since Marge told her about her experiences with Homer, Amanda's curiosity was piqued. "I suppose if you came over while Tom was gone, we could take it from there and see how it goes. In fact, what about Tom? Wouldn't he be upset if he found out?"

"Yeah, well, we have to make sure he doesn't find out," Marge said with grin. "BUT, if he does, you might have to help me make it up to him, you know."

"Wait a minute, you mean you want me have sex with you and Tom? How did we get here? All I did was mention that Andy is into three-way pornos. What was I thinking? Maybe..."

Before she could finish, Marge cut her off, "Oh don't ball up your panties. I was kind of joking. But you for sure have to mention it in the ground rules. Trust me, after you give this wonderful gift to your loving Andy," she said with a sarcastic tone, "he'll be OK if you have to do a little payback. I'll bet he'll even want to come and watch or something."

They went back and forth about the topic for a few more drinks and then all of a sudden Amanda was heading home with the skeleton of a plan to get her long-time boyfriend into a three-way with her and one of her oldest friends, a plan that started with Marge spending the weekend with them. And, truth be told, she was more than a little horny as she drunkenly walked up the steps to their apartment. She really hoped that Andy was home, awake and in the mood.

It turned out that he was all three of those things, and Amanda took advantage. She barely gave him time to put down the bowl of mac and cheese he was eating before she was on top of him and pulling her shirt off and kissing him passionately, ignoring the artificial flavors on his tongue. Even though he was surprised, he rose to the challenge and responded just the way she wanted, the way she needed.

The booze and the randy conversation with Marge combined to embolden her and she found herself more vocal than usual, which Andy summed up when he said "you're sure bossy tonight."

Amanda was caught short when his comment shined a light on her behavior, but she didn't care. "Do you hate it?" She asked coyly as she cupped one of his favorite parts in her soft hand.

"Not at all. It's fun," he replied with a hitch in his voice.

"Fun. That's good. How about we step it up a notch and you put in a movie?"

Andy looked like a kid who just found out he gets to open a Christmas present early. With exaggerated enthusiasm that was meant to be comical, he jumped up and opened the drawer under the TV that held the special DVD collection. When he came back to Amanda the screen lit up with the title, "Double Takes", and the quick previews that followed showed several scenes with two girls and a guy and almost as many with two guys and a girl.

Amanda smirked at Andy knowingly. "Really, stud?"

Andy flushed a little. "What. You said to put a movie in. Were you thinking more along the lines of 'The Notebook'?"

"No it's OK. I like it. These are pretty hot. But are you trying to tell me something?"

"What do you mean? I think I'm trying to tell you I want to have sex with you, more sex with you, right now."

"OK, but for just in the tiniest part of your tiny brain, are you sort of, I don't know, fantasizing about doing that stuff? Not that there's anything wrong with that."

Andy tried to ignore her question and went after her tits with his mouth, figuring that if he kept his mouth occupied, Amanda couldn't trick him into saying something that was going to get in the way of him fucking her tonight.

"Slick move, dude. I know you're imagining something, probably some other slutty pair of titties in your mouth right now." Amanda blushed at herself. She was more drunk than she thought. But she could tell that just that little bit of naughty talk was really turning Andy on. He was moving eagerly down her belly, keeping his tongue, lips and mouth busy on his way to her neatly trimmed pussy.

"Oh you are going to avoid the subject all together aren't you, you sneaky jerk. You really don't want to..." her voice caught as Andy's tongue found her swelling clit. "...um, talk about this do you." She paused a minute, but wasn't going to let up. She liked that her talking was making him uncomfortable and turning him on at the same time. "You think you're so clever. I'm on to you and your plans. You want to convince me that all those 3-way movies are a coincidence, but I know better. One girl's not enough for you. Well," She couldn't believe she was about to say what she was thinking, "maybe one guy isn't enough for me." She moved and got herself off Andy's mouth and pushed him back so she could reciprocate. "Maybe I'm thinking about someone behind me while I do this," and she took his cock in his mouth for a moment, "to you."

Andy moaned and leaned back. "You are crazy. I don't know what's gotten into you, but it's hot as hell." 

They played for a long time; sometimes Andy would take control moving Amanda physically the way he wanted and she would offer the slightest, tiniest bit of resistance but always gave in. Sometimes Amanda would be in control and would get into a position that forced him to move if he wanted access to her. And they talked. They talked more than normal, more than they ever had, and it was hot and awkward and sexy and nasty all at the same time. They had sex longer and more vigorously than they had in years. Amanda was spent in the end and passed out underneath Andy. 

In the morning, she woke with a quilt thrown over her as she lay sprawled naked on the floor. Sounds of someone in the small kitchen and the smell of bacon made her smile almost as much as the thoughts of the previous night did.

-----

When Marge came through the door on Friday, she had a small gym bag for her belongings for the weekend and a paper bag that was obviously a bottle, too short to be wine. It was probably tequila. She had a low cut, thin tank top on and very short shorts. The top did little to hide her heavy boobs and the bottom did the same for her shapely legs. Her auburn hair was pulled back in a tight pony that Amanda knew was meant to keep it from falling over the ample cleavage she was showing. Her blue eyes sparkled conspiratorially at Amanda as she bent in to kiss her on the cheek.

"Thanks SO much for letting me stay with you guys. There have been some break-ins around my neighborhood and I was kind of freaked out about staying alone without Tom for the weekend."

"No problem at all," Andy said. Amanda saw him barely keeping himself from ogling Marge. She had laid it on with the outfit and the hair for sure. There was little question her goal was to give Andy a fun, sexy surprise. She topped off her teasing with a warm, close hug that pressed her soft breasts into Andy's chest for longer than normal.

"You can sleep in the office. It's got a couch that will be more comfortable than the one in the living room," Amanda said. Marge threw her duffle down the hall in the general direction of the office door and then ripped the paper bag off the bottle-it was tequila.

"Who's up for a shot?" She asked as she walked into the kitchen in search of some glasses.

"It's only six o'clock," Amanda admonished. She thought she'd be in control of this thing they loosely planned, but Marge was kicking up the pace a bit. "Don't you want to get something to eat first?"

"Count me in," Andy chimed in. "It's been a crap week at work. And there's some pizzas in the freezer."

"Pizza," Marge said as she looked pointedly at Amanda. "I love when a plan comes together."

"Well, alright. I guess a bit of booze to take the edge off sounds OK," Amanda said.

They crowded into the apartment's small kitchen: Marge going through the cupboards for shot glasses, Andy turning on the oven and getting the pizza out of the freezer, and Amanda just swept along on the wave of Marge's unfocused enthusiasm. Unable to find shot glasses, at least unable to find them easily, Marge grabbed a few short tumblers, cracked the booze and poured two full fingers' worth into each one, then passed the glasses out. "To...Fridays!" she offered as she tipped her glass and easily drained it. Andy and Amanda drained theirs too, but Amanda not as enthusiastically as Andy and Marge.

They ate the hot pizza, but in the 15 minutes it took for it to cook they had taken three more of Marge's generously dispensed shots. Everyone was loose and happy and the frozen grocery store pizza tasted like the best gourmet pie they'd ever had. All three of them made satisfied noises as they devoured it.

Marge was flirty and forward with both Amanda and Andy, and, while Amanda demurred under her attention, Andy, lubed mentally by the shots, openly enjoyed her attention, both her verbal and physical attention. She never missed an opportunity to touch his arm, or to lean in and grab him in a hug that pushed her tits on him somewhere as they laughed at some stupid joke.

They mellowed some and were sitting around talking when Marge boldly asked, "Hey have either of you guys had the ménage?"

"Wait, what?" Andy gasped.

"Yeah, you know," Marge clarified, "a three-way, a party, the love-sandwich, the triple crown. Ever done it?"

Andy looked mildly panicked and Amanda's mouth dropped open for a moment before she quickly regained her composure. By the time Andy took his eyes off Marge and looked at Amanda, she thought her face belied none of the anxiety she felt. He swiveled his head back and forth stammering for a second before getting it together. 

"Well?" Marge prodded.

"Yeah, I know you had a life before me, so what's the deal," Amanda added with more confidence than she felt. Her words were slurring just a tiny bit.

"Well, no. As matter of fact, I have not. Nope. Never. Why do you ask?"

"To rile you dumb ass."

"What about you guys?" He asked looking at each of them.

"Marge has!" Blurted Amanda. 

"Sure, but just a few times. With Homer after we'd been together a while."

Amanda breathed a sigh of relief as the attention was focused on Marge now.

"That's cool. Sooo..." Andy said trying to encourage her to give more details.

Demurring but somehow still lancing him with a steely gaze, she said "Ah, but I've already said too much," with a fake accent, the nationality of which could not be identified, and then took a pull off her 4 fingers of tequila.

The conversation moved on and the three of them drank and laughed and revealed secrets both innocent and clean, and dark and naughty. The bottle was empty before 10 PM. Amanda's jaw hurt from laughing so much, and she had relaxed thinking that, even though Marge was still randy and flirty, she had slowed her roll with the talk about sex, at least the sex that they had talked about earlier in the week. Amanda had been so confident when she and Marge drunkenly laid out a shaky plan earlier, but now, though not disregarding the plan completely, her feet were less than warm, not cold, but not hot either.

Eventually, it seemed like the whole thing had just been Marge and her drunk talking and nothing was going to happen. The bottle was nearly empty. The three of them had calmed down a bunch and conversation slowed. Marge stood up, stretched her arms over her head, which pushed her tits out tantalizingly, and said "I'm hitting the sack. See you love birds later." She hugged Andy one last time with a kiss on the cheek, very close to his mouth, and gave a surprising open mouthed good night kiss to Amanda. When their faces parted, Marge looked at Andy and smiled, then disappeared around the corner to her couch. Amanda noticed the rising bulge in Andy's pants.

Amanda and Andy made their way to the living room without talking and started making out on the couch. The bawdy talk around the table had gotten both their juices flowing and they were glad to be able to act on their excitement. At first they tried to be quiet, but then forgot that they had a guest down the hall and, even though they maintained themselves quietly, they were passionately groping each other as they kissed, and Andy had no trouble working his hand below her loose shirt to fondle her boob.


Friendly Benefits Ch. 01



Ten or fifteen minutes later, Marge walked into the living room completely naked and stood at the end of the couch where Andy and Amanda were mauling each other. They both looked at her. Andy's jaw dropped; he was so shocked that he didn't let go of Amanda's boob. Amanda gasped but was too shocked to say anything.

"I heard a scary noise," Marge said unconvincingly, "or something. Hey do you mind if I sit out here with you guys for a bit?" She moved and flopped into a chair.

"Marge, you're naked," Amanda said. She wasn't as drunk as Marge was, but she was drunk enough to not really sound all that concerned with her friend's nudity. "Don't you want to go put something on?"

Andy was silent, still with his hand on Amanda's boob under her shirt, he stared at the naked Marge as she stood up and said, "Oh yeah. Sorry 'bout that." She walked down the hall with Andy staring at her round full ass as it swayed away from him. She disappeared and Andy turned to look at Amanda and realized she had caught him staring at her friend. She just looked at him and shrugged. They started making out again and his thumb caressed her nipple softly.

"Yeah, sorry about that. I wasn't thinking," Marge had come back down the hall and was wearing just her tank top. No bra, no panties and the tank covered only the mound above her nearly hairless pussy. She flopped into the chair again with her knees immodestly apart.

She looked Andy in the face and then shot Amanda a look with her eyebrows raised as if to say "So? What are we doing here?" Amanda demurred, and Marge took that as her cue to lead the way a bit.

"So, Andy, got any porn? I'm drunk and alone and in the mood for some nastyvision. What have you got?" She dropped one hand so that it rested on her thigh nearly touching her pussy.

"Porn, well, I ...um...what?..." He was stammering and blushing.

"Yeah, porn. You think you are the only one who likes to look at lovely people making lovely love in pairs and triples or whatever?"

Andy looked at Amanda for help, but she just stared blankly back at him. His head swiveled back and forth between the two beautiful women. Amanda thought he was going to burst into flames or something. She looked at Marge, pleading, but Marge just shrugged and opened her mouth as if to begin speaking again. Before she could, Amanda said "yeah. Why don't you put something in...the player. What the hell." She had leapt off the cliff.

"Well, uh...what do you guys...uh....REALLY?" He stammered. "OK. I guess if you guys want..." as he trailed off, he stood up and moved to the TV, a bulge obvious in the front of his sweatpants.

Marge noticed the bulge too and raised her hands above her head which lifted her tank top even higher and exposed her pussy fully. "PAYDIRT!" she cheered as she shook her fists in the air. When she lowered her arms, the shirt stayed where it was.

Andy put something in the DVD player and sat back down next to Amanda. After the FBI warning, the title came up and she saw that he had selected "Double Takes" again, even though there were other titles in the drawer. 'Sneaky,' she thought to herself.

In a very short time, two dark haired women were giving a blond, muscular man a lot of attention, especially his meaty cock. Andy acted enthralled with the movie and tried to stare at the TV, but Amanda caught him furtively looking at the half naked Marge. Marge had her hand casually resting on her vagina as she watched the screen.

"Oh, it's OK," Amanda said, "she's sitting right there, half naked. There's no harm in looking. It's obvious you are trying to not let me catch you, and it's obvious she wants you to, so, whatever. Knock yourself out if you want to look." She was surprised that it actually felt good to tell him that and get it off her chest.

Startled, Andy glanced at Amanda and then turned to look at Marge openly. Marge was moving her hand on her pussy now and had one tit in her hand as she watched the action unfold on the screen.

After a few minutes of this, Marge stood up and pulled her top over her head so she was now naked again. She walked over in front of Amanda and Andy, looking directly at Andy the whole way. Amanda was nervous but extremely excited at the same time, and she could feel the juices of her excitement between her legs.

"So, here's the ground rules," Marge started.

"Ground rules?" Andy looked at her puzzled.

"Yeah. Miss priss there doesn't have the balls to kick this off, no matter how much she wants to. We are essentially the magic genies that are going to grant that wish that has been on the top of your list for a long time." As she finished, she looked pointedly at the TV where two mouths were working over one big penis, then looked back at Andy knowingly. Andy sat stone still, staring at Marge. "So," she continued, "there will be a couple rules. Number 1, there really aren't any rules. I don't imagine you want to do anything from an underground German porn, or have me crap on you, so pretty much whatever you two normally do is fine with me. Except I do like butt stuff." As she said the last part, Amanda gasped slightly.

"Rule number B," she continued, "there may be, I don't know, I guess you'd call it 'payback' for Tom if he finds out what is going on here in a few minutes, or if my guilt just forces me to tell him. You OK with that?"

Andy said, "you mean that you two might have to do this with Tom?"

"Exactly."

Andy thought for a minute then said "can I watch?"

Amanda and Marge shared a look as they laughed. Marge laughed confidently. Amanda's laugh was nervous.

"Sure, whatever," Marge bent and pulled Andy up to her, wrapped her arms around his neck, pulled him tight against her and kissed him hard on the mouth briefly. "Can you help out down there?" she said to Amanda. Amanda took the cue and slid Andy's basketball shorts down. The waistband caught on his stiff cock but she worked them down and off of him.

Marge pushed him back down and dropped to her knees to take him in her mouth while Amanda watched. Andy closed his eyes and tipped his head back. "Wow. Best night ever," he said. Amanda moved closer so she could share in the treat that Marge was hogging. At first they kept bumping into each other as they both tried to please Andy, but soon they figured out a sort of rhythm that had Marge sucking and licking his balls while Amanda rimmed her tongue around the fat head of his meaty cock. Then they would work their way around so that they had switched places. Andy moaned and moved his hips slightly.

After a few minutes of this mind blowing attention to his cock, Marge stood and pulled Amanda up by her shoulders and turned her back to Andy. She started kissing her and fondling her tits, but Andy could only see Amanda's back. Slowly, Marge's hands made their way to Amanda's white, toned ass and she started pulling her cheeks apart and kneading the meaty globes. She pushed Amanda down slowly as Andy spread his legs even wider. Amanda anticipated what Marge was doing and put her hands on Andy's legs and directed her dripping pussy over Andy's throbbing dick. Marge didn't stop directing Amanda down until she was impaled on the complete length of his dick, then she pushed just slightly on Amanda's shoulders to give her a little extra. Amanda gasped, then Marge was gently pulling her up and pushing her down, directing the action as Amanda fucked Andy slowly.

Then, without warning, Marge pulled Amanda up to stand again and kissed her greedily. As they kissed, Marge moved them in a circle so that she had her back to Andy. Once facing the right direction, she started dropping down until both she and Amanda were kneeling on the floor. Marge pushed Amanda back so that she was lying on her back in front of her. Then she bent over and began kissing around Amanda's wet, neatly trimmed box. Amanda had never had a woman near her like this before. Her heart was racing and she felt like she had just run a mile. The blood pumping through her made her ears ring. Her body quivered with anticipation as Marge's lips and tongue moved over the skin all around her pussy.

And then, suddenly, Marge's mouth was on Amanda's clit. She held it between her lips and flicked it with her tongue for a few seconds before she released it and licked from bottom to top of her pussy. Amanda's vision blurred and she closed her eyes so tight she thought she'd never be able to get them open again. Marge's mouth on her pussy made Amanda feel amazing, and she moaned loudly to show her appreciation. She knew she wasn't a lesbian, but she really, really liked this woman licking her pussy right now.

Marge continued to diligently clean Amanda's pussy with her tongue, and Amanda moaned loud and often. Then she noticed that Marge's mouth was periodically applying pressure and then releasing. Pressure-release-pressure-release. It had a familiar rhythm to it, and when she opened her eyes, she saw that Andy had moved behind Marge and was pumping into her as she licked Amanda. The feeling she had was Marge getting rocked by her boyfriend's eager fucking as she worked over her vagina.

Inevitably, the two women swapped positions and Amanda had her first taste of pussy that wasn't her own. She was nervous that she wouldn't know what to do, but the moans from Marge told her she was doing just fine. She didn't hate eating out her friend at all. And she liked Andy fucking her while she did it. Although she wasn't reflecting much, she did know she was glad Marge had got the ball rolling.

Eventually, they all moved to the bedroom.

Marge lay on top of Amanda and kissed her deeply on the mouth. She moved her legs apart with her feet pushing Amanda's legs with her as she did. She wiggled her ass and looked back at Andy who took the cue and moved between the two sets of tan, slender legs. He took his hard cock in his hand and guided it into Marge's pussy slowly but steadily, causing her to moan as she resumed kissing Amanda. He slid slowly in and out of her his full length a few times and then Marge turned her head to him and said, "Let's be fair about this."

Andy said "Of course," and pulled his cock out of her and moved it to slide into Amanda. Marge moved up on her slightly to make it easier for Andy to enter her friend. Amanda moaned and moved her hips to meet him as he slid into her all the way while he kneaded Marge's full ass with both hands.

They played like this for a few minutes with Andy taking turns pumping into each of the girls while they writhed together. After a while, and without anyone saying anything, Marge rose up off of Amanda and got her knees under her. Since Andy was plumbing her depths at the time, he rose up with her until they were doing it doggie style over Amanda.

Amanda moved out from under her friend and, after rubbing her hands around Marge's pussy while Andy's dick was pulling out, assumed an all-fours position next to her friend, which allowed Andy to move back and forth between them as he wished.

After experimenting with as many positions and combinations as Amanda could remember from Andy's instructional videos, she ended up on her back with Andy fucking her and Marge covering her body with sucking and licking, all the while rubbing and pinching her clit just above Andy's cock. Marge finally settled her attention on Amanda's clit with her tongue while she played with Andy's balls with her hand. It was hot and awkward, but it was driving Amanda steadily toward an orgasm she could feel in her soul.

Suddenly, Andy's pace quickened and he said "I'm gonna cum." 

"NO!" Marge pushed him back away from Amanda, but Amanda moaned in disappointment. Marge didn't leave her alone long and was soon between Amanda's legs licking her clit with fervor and using three fingers to fill the space left empty of Andy's cock. Amanda moaned and bucked and clenched the sheets in her hands as the orgasm that had been waiting for the right moment surged through her body from her shuddering pussy making her tremble and shake as Marge brought her down with gentle pressure from her tongue.

"Oh my god. Oh my god," Amanda said over and over, panting. "That was fucking amazing." She felt not even a hint of self consciousness as she lay sweating and breathing deeply, naked in front of her best friend.

Marge rose to her knees and turned her head to look at Andy. "My work here is done." She reached back under her pussy to pull Andy's cock to her. She moved the head of his throbbing meat up and down between the lips of her pussy, and then pointed it at her tight asshole. The juices she collected made the head of his dick slide easily past the ring of her ass. She collected some spit in her hand and reached back to rub it around his shaft and her asshole. He pushed in a little more, causing her to grunt. While not huge, Andy was well endowed and thick. His would be the largest dick she had ever had in her ass.

Andy pushed a little more, but was having trouble getting smoothly into her. He paused to pull out a little, but Marge's tight ass pushed him completely out. She moaned, "no, no, put it back. It's OK. Put it back."

Amanda had gathered her wits enough to sit up and see what was going on. She moved near Marge's ass and took Andy's rock hard dick in her hand. She lubed it with spit and then guided it back in until the tip disappeared before her eyes. She was rewarded with a happy moan from Marge. Then, slick with Amanda's saliva, his dick slid in slowly and easily until all of it was inside her friend's ass.

"Mmmmmm....yeah. Just stay there for a minute. Don't move," Marge said dreamily.

"I'm afraid to move. I think if I move one millimeter, I'm going to blow my load," Andy said. He was visibly concentrating on the task he was doing, trying not to come before Marge got some pleasure for her trouble.

Marge just answered him with a moan. Moments went by like hours. It seemed like Andy remained there stone still for an eternity. Marge just moaned with her head tilted back, her back arched and Andy's meat fully encased in her ass. And Amanda gently rubbed Marge's ass cheeks and back. Eventually Marge began to move. She slid forward off Andy while Amanda watched up close. Then she moved back. In and out went Andy's dick. In and out. Marge picked up the pace rapidly and was soon pounding back into him and grunting with the effort. Andy grabbed her hips and was helping her pump into him.

In a much shorter time than Andy would have liked, he grabbed Marge's hips firmly and stopped her as he was fully inside her asshole and his body went rigid. He closed his eyes and grit his teeth and began pumping sperm into her with a blasting orgasm. Amanda could see what little of his cock was outside of Marge contract with each ejaculation. She was enthralled to see his cum going into another woman.

As his orgasm finished, his body relaxed and moved so he could lie down on the bed. His dick came out of Marge's ass and his sperm followed it, dripping down onto her inner thigh. All three of them collapsed on the bed in a heap. Arms and legs intertwined.

Down the hall, they could hear the TV as the actors on it played out a scene that until a short time ago was something that Amanda and Andy had only ever seen on TV and could never imagine seeing or taking part in as part of real life.

Soon deep breathing replaced the sounds of pleasure and all three were asleep.

In the morning, Amanda woke with the sun shining through the bedroom window. She was the little spoon to Marge's big one and Marge had a soft, full tit in her hand as she breathed deeply into Amanda's neck.

Amanda worked herself free and made her way to the sounds and smells of breakfast in the kitchen. Naked, she walked in and Andy was cooking breakfast with just a pair of boxers on. Eggs, potatoes and sausage sizzled in three pans on the stove. Andy whistled happily, and Amanda walked up behind him to press their warm naked parts together.

"Well, I guess you're OK?" She said sarcastically.

"Me? Oh yeah. Just making breakfast for the best girl in the entire world." Before Amanda could say anything, he added "and you," and started giggling. 

Amanda released him and smacked him playfully on the butt. "Nice. Way to play with my delicate emotions right now." She knew he wasn't serious and neither was she. She felt nothing but a little hangover and giddy sense of an adventure past.

Marge showed up at the entrance to the kitchen as naked as she was the first time she walked down the hall the night before. Her hair was sticking up in some places and matted flat in others. She was scratching under her boob absently when she said "Smells good. How about we make it breakfast in bed? Better yet, put that shit in the warmer and let's get a shower to clean up. Tom's not due home until tomorrow. I looked outside and it's pretty crappy out, so we might as well stay inside." 

The curtains in the bedroom were not closed and both Andy and Amanda saw when they got up that the day outside was not crappy. It was sunny and looked warm, but neither of them argued. Andy turned off the burners, put lids on pans and followed Marge back to the bathroom with Amanda right behind him. 
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