2 comments/ 33424 views/ 5 favorites Hotel Inspiration By: gymguy My college girlfriend went to school about 90 minutes away from my school, so we would often go weeks in between seeing each other, but that meant our trips were often very sexually charged. My hands would roam all over her body the second we greeted each other with a hug and a kiss. Often we would be naked within minutes and wouldn't pause for food or television for several hours at least. The 90 minute drive usually felt three times as long as my mind and body anticipated her lips on mine, her skin against mine, her taste on my tongue. On one occasion, my mind spent the drive up to her apartment concocting fantasies of what would happen. Lisa was a biology major with straight, black hair, a flat stomach she liked to show off with short shirts or a sports bra at the gym, and a spectacular ass for an Asian girl. I've always been in pretty good shape, but at the time, I had yet to put on some of my bulk; instead, I was lean and explosive, a middle distance runner's body with a six pack. In my mind I pictured our lean bodies together under the stream of the shower, her stomach pressed against my hard dick, my lips on her neck as I moved aside her sexy, wet hair; I couldn't wait to have her kiss her way down my stomach and put her full lips around my cock, my hands against the shower walls to steady myself. I paused a few minutes after parking to let my erection subside, then made my way to her front door, only to find it open already, and the voices of multiple people drifting out. Once inside, instead of being greeted by Lisa in her usual home attire of booty shorts and some ridiculously small top that I would have off in seconds, I saw her roommate's entire family: parents, 14 year old sister, and 8 year old brother. Lisa was sitting at the kitchen table playing Uno with her roommate's brother and sister, and I waved hello to everyone and made my way over to give her a kiss on her cheek before dumping my bag in her room and sitting on her bed with a long sigh. Now, as life has gone on, this momentary setback to my fantasies would be no big deal. At 20, this was devastating. Once I had gathered myself, I made my way back outside and enjoyed myself as best I could. Eventually, however, Lisa and I got to talk, and she told me Sherry's family was staying the whole weekend, and our options were share the apartment or I was springing for a hotel room. Ten minutes later we were at the nearest Ramada. I let Lisa walk in front of me so I could admire her body's movement, her soft, cotton dress displaying the essence of her hips and ass, her thong pushed against the material occasionally so you knew it was there. Her body distracted me enough that I didn't immediately realize Lisa knew the guy behind the counter. It turns out Jason was in her physical geography class, a geology major with dirty blond hair and a patch of beard on his chin as his only facial hair. He was tan in a very natural way, as if his time behind the counter at the Ramada was his only time spent indoors. As we checked in, Lisa talked to Jason about class, how long he'd worked there, and the result was a 20% family and friends discount on the room and a promise that we would meet him for a drink in the hotel bar when he got off at ten. I was very appreciative; or at least, I felt like I was, but in reality I was short in my thanks and already pulling Lisa to the elevator as we shouted our thanks. When the elevator doors shut I backed Lisa against the wall and began kissing her, our lips parting to allow our tongues to touch. My hand reached down and rubbed her left thigh, pushing her dress up to almost her waist, my fingers toying with her thong. I kissed her neck, her ear, and let my hands run over her ass until the door opened. I had dreams of her mouth on my cock in the shower, but the reality was I couldn't wait to get the shower going, and I threw her down onto the bed instead. I gently pushed her back down when she tried to pull me back to her mouth, and she eventually stopped fighting me from kneeling on the floor and pulling her thong off lifting her dress up enough to let me see her cleanly waxed pussy. The sight of her perfect, clean, Asian pussy always got me hard, and I undid my jeans and put my dick in my hand as I lowered my mouth to her pussy and tasted her. She was dripping wet. "Were you thinking about me?" I asked. "Mm, yes, baby" she purred. "I like that," I said as I licked up and down the full length of her pussy lips, then let my tongue settle on her clit and start slowly working it. I could tell from her sounds that I had found the rhythm she liked, and I continued at that pace until she started moaning louder and more often. I picked up the pace just enough, then stayed with it until her body got stiff as she arched her back and came with her pussy against my face. I stayed between her thighs until she relaxed again. Wiping her juices on my hand, I stood up and removed my clothes, then crawled onto the bed and put the tip of my thick, 7 inch dick against her pussy. "Do you want me?" I asked. She answered by reaching her hands to my ass and pulling me into her. I stared into her eyes as I started to move in and out. Her pussy felt like heaven, warm, wet and tight. I licked her left nipple while I steadily slid in and out of her, then put myself as deep in her pussy as I could, angled myself just right to hit the spot I knew she liked. Then I repeatedly hit that spot until she came a second time. Lisa started giggling as she came down from her orgasm and kissed me deep with her tongue and told me to roll over. She moved her body over my cock and lowered herself completely onto me. The result was a big exhalation from me that had me simultaneously lift my hips and drive deeper into her pussy, causing her to gasp this time. She leaned over and kissed me, then placed her hands on my chest and went to work, setting the pace, moving her hips at her own rhythm, front to back. She wanted nothing more from me then to lie there and be hard for her, and I let my head relax on the pillow and take in the curves of her body, her firm nipples, the athletic curve of her hips. My hands grabbed onto her hips to feel her rhythm. It felt so good, the only complaint I had was that I couldn't see what her body looked like from the side or behind. I had vague fantasies of a mirror or a camera or maybe an out of body experience that would allow me to watch her work me over. Lisa began angling her body's thrusts so that the tip of my dick hit her spot, and soon I knew she would be coming again. I began pulling her hips towards me firmly with every thrust. Then, with my right hand pulling her towards me, I took my left hand and worked it around her body to her ass. I let the juice from her pussy lubricate my middle finger, then began circling her asshole. I lifted my head to her nipple, began sucking it and flicking my tongue over it, as I pushed the tip of my finger into her ass. This was the final touch, and she thrust her hips hard and fast three more times then screamed with her third orgasm. She collapsed onto my chest, sweaty and breathing hard. I pushed her hair aside and kissed her neck while she recovered. Eventually, she got off me, got on her hands and knees next to me, and said, "I want to feel you cum inside me." I positioned myself behind her, took in the view of her bare back facing me, her heart shaped ass, and put my hands on her hips as I slid inside her. Doggy style with Lisa felt better then with anybody I had ever been with, and it always made me cum quickly, and I knew Lisa would ask for this when she was finally ready for me to finish, knowing she would get my cum soon. It didn't take long this time either, and soon I was grunting that I was going to cum and I pulled her ass towards my pelvis hard and came deep in her pussy. We collapsed on the hotel bed, sweaty and satisfied and started laughing with giddiness. She put her head on my chest, and placed her hand on my softening dick and gently trailed her finger over it and my inner thighs. "That was so hot, baby," she whispered. "I've been thinking about your dick inside me ever since you told me last night you were going to be able to make it this weekend. Last night I played with my toy, but I still woke up wet and played again before class." "Oh yeah? What were you thinking about?" "Your dick in my mouth, the feeling of it getting harder as you cum in my mouth" "Mm, well, we still haven't done that yet. Guess you owe me" "You can have anything you want, baby. I think hotel rooms are so sexual, I feel so free, I want to just be naked all the time in here." "Well, that's the rule then. You have to be naked anytime we're in the room!" She laughed and kissed me in agreement. I turned the tv on to ESPN and we both quickly fell asleep. After we woke up, we showered together and got dressed for dinner. I put on jeans and a button up shirt. She emerged from the bathroom in short, black shorts and a white top that hung dangerously low in front and exposed her entire back. As much skin as it showed, it was one of the few tops she owned that didn't show off her stomach, which she felt was her best body part. I couldn't say I had a complaint about the way she looked. Her necklace had a pendant that hung just between the tops of her breasts, and I looked at it from above as I leaned down to kiss her lips, noticing that she wasn't wearing a bra; from my angle from above I could see most of the top of her breasts, but not quite her nipple. I knew she would be getting looks all night and for the first time, that possibility excited me tremendously. She finished off her outfit with black heels with straps that exposed most of her foot and showed off her white tipped nails that perfectly accented her black shorts and white top. As we walked out of the elevator and crossed the hotel lobby, we waved at Jason. Every male knows the look another male gives a hot female, the one that says "whoa, I gotta check this girl out," and he gave the version of this look that says "Whoa, I gotta check this girl out, but her man is right there, so I hope he didn't see the look." But I saw, and I couldn't blame him a bit. I knew I would be staring at her the same way all night. As good as our sex life was, we really did get along well, and dinner was full of laughs. Lisa tried to order a margarita at dinner, but as we were both 20, she settled for an iced tea when she was carded. I asked her if Jason was 21 so he could order the drinks at the hotel bar, but she didn't know. I suggested we swing by the apartment on the way home and pick up whatever she had lying around, Sherry wouldn't need it this weekend with her family there. Back at the hotel, with a bottle of tequila in hand, we found Jason finishing up behind the counter and passing the shift off to a beautiful Latina whose white button up shirt beneath her black vest was undone just enough to expose a lacey black bra and what looked like amazing breasts. Lisa caught me smiling a little too much as Jason introduced us, and she elbowed me playfully in the ribs. "You like that, don't you?" she asked. "I can't lie, she's pretty hot." "She is pretty hot," Lisa agreed, leaning up to whisper in my ear, "You can think about her tits all you want tonight when I put your hard dick in my mouth." She kissed me and winked, and I saw that Jason, although he probably couldn't hear, had caught the playfulness between us and was smirking. "Hey, Jas, are you 21?" Lisa asked when he came from behind the counter unbuttoning his vest and the top button of his white shirt. "Not until the end of the month, but I know the bartender, so if it's pretty empty he could probably serve us." "That's cool," I said, "but we also have a bottle of tequila. If it's easier, maybe you could get him to give us a bottle of OJ and we could just hang in the room. "That works, give me two minutes." With a bottle of tequila and a carafe of orange juice, the three of us made our way up to the room. Once inside the room, Lisa immediately settled into host mode and gave us our drinks before pouring one for herself. We clinked our glasses in cheers and both looked to Lisa as we sipped, her bare back to us as she poured her drink at the chest beneath the tv. She had removed her heels, but her black shorts were so short and tight, her ass still looked inviting to us and I saw that Jason was not breaking his gaze. Lisa eventually made her way over to us and sat on the edge of my chair and put her arm around my shoulders. I turned the tv to music videos and we began drinking and talking. Jason turned out to be a very relaxed, likable guy. I was right, most of his time was spent outdoors, either doing outdoor lab work for his geology classes, or when he had free time, doing some form of biking, running, hiking or surfing. I noticed after hearing this that he was, in fact, quite broad shouldered and fit and had my first twinge of jealousy, wondering if I could compare to this fit, tanned classmate who was not only in Lisa's class, but quite confident and comfortable with himself it seemed. We drank steadily, Jason and I working on our third drink while Lisa finished her second. She had slipped off the arm of the chair and into my lap, and we both mindlessly ran our hands over each other's shoulders, backs, legs and thighs. Jason didn't seem uncomfortable in the least. When he did eventually make his way off to the bathroom as a result of the alcohol, Lisa turned to me in my lap and kissed me deeply. I could taste the alcohol and the desire on her lips and I stiffened against her shorts. She felt this and reached down with her hand and rubbed me until we heard the door open. She then stood up, leaving me to quickly adjust myself, saying she was going to change. I was reminded of my rule that she spend all her time in the room naked and was suddenly light headed at the thought of her walking out of the bathroom naked, excited and nervous at the same time at the possibility. Jason and I finished our third drinks, and he got up to pour us a fourth when Lisa emerged from the bathroom wearing the smallest booty shorts I had ever seen her wear and a white tank top with no bra, her nipples clearly showing through. Her shorts were light blue and could not completely cover her ass. They sat low, too, and between her shorts and tank you could see her hip bones and the dimples in her lower back. Jason poured her a drink and I could see his eyes looking down at her body as he handed it to her. I also saw that he was standing close to her. I locked eyes with Lisa and smiled at her, showing that I knew Jason was standing close, was staring, and I was okay. She smiled back and lifted her glass to her lips, her tongue touching the rim briefly before she wet her lips with the drink. Lisa and I had been dating for about 16 months at this point (come on, in college you know you count every month as an anniversary!), and I knew her well enough to know every one of her looks. The one I saw now was the one where she was thinking something over but was under the influence of alcohol. The result of her contemplation was that when Jason sat back down in his chair, she sat on the edge of his chair instead of mine and said, "cheers," clinking her glass to his and smiling as they both drank. I smiled, too, and leaned back in my chair to sip and watch. Lisa leaned inward on the chair's arm and rested her elbow on Jason's broad shoulder. As time went on, she moved her hand to his far shoulder and leaned on his near shoulder, her breast pressed against his shoulder now. When a classic Michael Jackson video came on the tv, Lisa bounced up and started dancing, Jason and I watching with goofy smiles on our faces, as her booty showed at the bottom of her shorts and her tank rose slightly as her hands moved over her body. She was getting hot and lifted her tank to show off more of her stomach. Lisa moved completely unconsciously, enjoying the moment, her hips swaying, dipping low and bouncing back up. She tired half way through the song and laughingly collapsed onto Jason's lap. She dropped her ass deep in Jason's lap and leaned forward laughing, then flipped her hair back and leaned back against Jason's chest, her head tilted back exposing her chest and neck to my view. She looked at me as her hand went to Jason's knee to steady herself, and I just smiled and shook my head in disbelief at her. She was stunning, and I was getting hard watching her body move so sexually. MJ still played on the tv, and she began dancing in Jason's lap, moving her hips rhythmically while drinking from her glass as if she didn't know what she was doing to the guy. Jason's eyelids began lowering, his gaze half focused on the back of her neck which she had exposed by flipping her hair around the side of her neck to the front. I leaned back in my chair and put my hand on the bulge in my jeans, showing her that I was hard, and she, seeing this, began moving her hips less like a dance and more in a way that imitated sex. Jason closed his eyes completely now, and Lisa leaned against him and arched her back allowing her exposed neck to brush against his face. He instinctively turned his head and kissed her neck, then, catching himself, looked to me. I chuckled and shrugged my shoulders as if to say, "what can you do? She's in control." Still unsure, he didn't immediately begin kissing her neck, but when Lisa lifted her hands over her head and behind her to the back of his head and pulled him down, he resumed kissing. I had never once entertained thoughts of seeing Lisa with another guy, but watching her tease him and lose herself in the moment, I was mesmerized. I knew if she had asked me beforehand if I was okay with it, I would have been insistent that it was unacceptable; but now that it was happening, I wanted nothing more than for it to continue. There was a brief moment where I wondered about the morning, how I would feel, but then I knew that if something incredible didn't happen right then, I would be disappointed. By taking the time to think these thoughts, I wasn't taking action to stop what was happening. And Lisa took the opportunity to stand up, turn around, then straddle Jason in his chair. She dropped her ass, presenting me with the sexiest view I've ever seen, then rose up on her knees so her breasts were even with Jason's eyes and swiftly pulled her tank top over her head. Before Jason could have time to even register his surprise, she grabbed his head and pulled it to her breast and tossed her head back in pleasure while he placed his mouth on her nipple. She pulled his head away from her breast and leaned down and began kissing him. I put my hand back on top of my dick, rubbing it through my jeans, unsure of what to do. I wanted to walk over and get behind her, put my hands around her and grab her breasts while she kissed him, while she rode him, but I didn't know if that was in the playbook. Absent of that, I wanted to rip my clothes off and get to work jacking off, but didn't want to make Jason uncomfortable as I was directly in his line of sight, not hers. Lisa began unbuttoning Jason's shirt while they made out. As he shrugged out of the shirt, she slid back on his legs allowing space to reach down and begin unbuckling his belt. I could tell Jason was making an effort not too look my way, but when Lisa unzipped his pants and hopped off him to pull his pants down from his hips, he shot me one final glance to make sure everything was still okay. Taking the opportunity to similarly test how he felt, I continued to rub my dick through my jeans; I wanted to show him it was okay, and also to see if he minded my display of arousal. He gave me a slight nod of solidarity, an understanding that we were in this together, that we understood how turned on we both were. With that all worked out, Lisa pulled Jason's pants and boxers down past his hips to below his knees, and I began unbuckling my belt and unzipping my pants. I slid my pants down and took my dick in my hands and began stroking. Hotel Inspiration Lisa lowered her mouth to Jason's dick and began bobbing up and down. Her movements were all I could see, her head and hair blocking my view. But at one point she removed her mouth, put her hand on his cock to stroke it, while she moved some hair out of her face and stole a quick glance at me. Seeing my dick in my hand and the look of desire on my face, she flashed a look of pleasant surprise, then lust, and turned back to Jason's dick, which in that movement I could finally see was really an attractive dick. It was probably slightly longer than mine and very close to as thick; it was straight, rock hard, and without the discoloring and veininess that makes some cocks so unpleasant to see. At this point, I paused again, considering what I was thinking, these thoughts on a dick, thoughts I had never even considered before. It was then that I realized that when I watched porn I did care what the guy looked like. Not cause I had any sexual attraction to a guy – believe me, I didn't. And don't. But cause an attractive body is better than an unattractive one. A fit guy is more pleasant to see than a dumpy one. Similarly, a nice, big, thick dick is better to see in a girl's hand than a skinny one. Jason's was a nice, thick cock. I had a brief moment of wonder about whether Lisa knew prior that his cock was this big, if she had heard it, or even worse, somehow seen or felt it before. But the scene in front of me was so intense I took no more time to consider any of it. Lisa took her mouth away from Jason's dick and stood before him. Still facing him, she turned her head to see me and shimmied while removing her shorts. I saw Jason's eyes take in her naked body standing before him, his eyes lowering to her waxed pussy. I could see the attraction in his eyes, I knew what he was feeling, I felt it every time I looked at her. She turned back to him, but said to both of us, "Let's go to the bed, boys." We were in no position to object. She walked to it first, while the two of us stood, unsure, looking at each other. As I was the one that needed to show what was and wasn't okay, I shrugged again to show how I felt, and began removing my clothes as my pants were already down anyway. Jason was mostly naked already, so he followed suit, and the two of us walked to the bed with our erections leading the way. Lisa was in the middle of the bed, allowing us space on either side of her. I went to the right side of the bed, and Jason took the other side. I think she was worried I would feel left out, as she faced me first and began kissing me, her hand moving down my abs to my dick, taking it in her hand, squeezing and stroking it. She then turned towards Jason and did the same. I took the opportunity to rub her back, moving my hand down to her ass and started fingering her pussy, which was even wetter than when I had licked it earlier in the evening. She turned back to me but reached back and grabbed his hand and put it on her ass while she kissed me and stroked me. I pulled my head back and looked her in the eyes. I could see she was drunk, but I could also see that she was aware enough of what was going on, that my pulling back was a slight alarm to her; she was worried I was upset. Instead I whispered, "Will you ride him so I can watch?" The smile she showed was bigger than any I'd ever seen from her, and she promptly turned back around and moved to get on top of him. Just before she was about to lower herself on him, she stopped. She leaned down and whispered something in Jason's ear; he whispered something back. She turned to me and said, "Baby, would you grab a condom out of Jason's wallet?" I walked over, self conscious in my nakedness and bobbing erection, self conscious of the fact that I was walking to get a condom out of some guy's wallet so he could fuck my girlfriend. The discomfort of it passed; I wanted to see this, I couldn't help it. I handed it to her. She ripped it open with her teeth, and I watched her expertly roll it over his beautiful cock. She then shifted forward again and lowered her pussy all the way down his dick. I flashed back to earlier, when I wished I could watch her ride me, and pulled the chair to the corner of the bed so I could watch her hips from the side and back, just as I had wanted. I leaned back and began stroking my dick as if I was watching porn at home, with complete lust and abandon. Jason tried to control the action from beneath, but I knew that wasn't what Lisa wanted, and I also knew it would be a losing battle for him. She was in control, and within minutes she had established that, setting the pace and pushing him down to let him know that he just needed to lie there and be pretty. She rocked forward and back, leaned forward and arched back. As sexy as the scene was, as much as Lisa could control the action, I could see in her movement and the glimpses of her face I got, that this experience wasn't the same as making love to me. She was turned on, she was enjoying the sexuality of being in a hotel room in a completely sexual experience, but she was not lost in the act like she would be with me. There was just enough consciousness of the situation to keep her from letting lose and cumming. After a few minutes, during one of her thrusts, she looked back at me stroking my dick. This caught her attention and twenty seconds later she slowed her rocking and got off of Jason. She looked at me, turned back to Jason and kissed him, then walked towards me. I watched her naked body move gracefully, sexually, to me, and I imagined the rear view that Jason had. She turned her back to me when she reached my chair, spread my knees apart, put her legs between mine, and lowered her pussy onto my dick. She told Jason she wanted to watch him jack off while he watched us. For a moment I wondered how he would feel about this, but he quickly complied. I watched him stroke his dick for a moment, but then refocused on Lisa on top of me. I reached around and grabbed her breasts, I kissed the back of her neck, I thrust at the angle she liked. This is what she wanted, this is what she needed, the excitement of an attractive male figure, but the love and complete knowledge of her boyfriend. Soon she was moving at a faster pace with me and moaning louder. She shook to an intense orgasm, screaming loudly as she came. The room was silent after her orgasm, and I worried that the inevitable awkwardness would now be upon us. Instead, she leaned back against me as she had earlier with Jason and turned her head to kiss me. Damn I loved this girl, I thought; she was the passion I wanted, and the genuineness that I needed. Then, Lisa caught me off guard for the millionth time that night. "Baby, lie next to Jason." Unsure what she was getting towards, but still caught up in the excitement of the situation, I looked to Jason. He was unsure, too, but wasn't objecting, either, so I did as she asked. We were far apart on the bed, as far apart as we could be really, when she walked to the edge of the bed in front of us. She stood there, naked, legs spread shoulder width apart, one arm across her stomach, the other resting on top of the first, her hand at her face, her finger between her teeth. "Closer, boys," she said. She was our director. She had the vision. And we were here players, her entertainment. We scooted slightly closer, but knew immediately this wasn't enough, so we scooted again. She put one knee on the edge of the bed, still standing on her other leg, accentuating her curves. I swear they teach girls these moves! We watched her make this move, and I smirked as I realized we both instinctively took our own dicks in our hands. Lisa saw this and smiled mischievously. "That's good, boys, now you've got it. But closer, get right next to each other." We shifted again, saw that she was not yet satisfied, then finally moved until our sides were touching. This was definitely new territory for me, and I guessed from the tension coming from him, that it was new for Jason, as well. We were so close that the only way to stroke our dicks was with opposite hands, and I began stroking with my left hand, he with his right. Lisa playfully nibbled on her finger, rubbing it around her lips. She crawled onto the bed, then, fully upright on her knees, extending her torso, accentuating her firm, flat stomach, lifting her breasts. She grabbed her breasts with each hand. "Jason, who's the girl we met at the front desk," she asked. "Maria." "Will thinks she's sexy. Do you?" "Yes, she's very sexy." "Have you ever kissed her?" "Yes, once." "Did you sleep with her?" "No.... Not quite." "Tell us what happened, so Will can imagine it." This was a game we often played when we had phone sex during our time apart. We would tell stories to the other person while they imagined it and played. This, of course, was a different twist on the same game. But I saw that she was giving me this fantasy, allowing me to think about Maria's body instead of hers as a kind of thank you for what was happening. "We were drinking after work one day. We started dancing, she would move her hips so her ass was rubbing against me, and I got hard. She turned around, and we started making out." Lisa was now rubbing her pussy with one hand, grabbing her breast with the other. Jason and I were both stroking ourselves imagining his story. "We went back to her place," he continued. "We were on her couch, we made out. Clothes started coming off." "Did you see her boobs?" she asked. "Yes." "Were they nice?" "Yes, they're amazing." "Will, do you wish you could see them?" "Yes," I said. "I wish I could see them right now, I wish she was naked next to you so I could watch you both." "Jason," she said, "stroke Will's dick for him." This caused a moment of silence between us, both our hands slowing and eventually stopping completely. Lisa was still the director, this was still her game, and she was going to get her way. She crawled up the bed towards Jason and lowered her face to his, her hair falling all around him. She kissed him and whispered something in his ear, then leaned back and said "this is what I want boys. This will turn me on." I kept my eyes locked on Lisa, too uncomfortable to look at Jason. I wanted very much to make Lisa happy, but the thought of a man's hand touching me wasn't turning me on. In fact, it was making me soften considerably. I was scared. But I said nothing, nothing at all, just stared at Lisa unbelieving. Lisa lowered her head and kissed Jason's nipple, rubbing his other nipple with her hand. She kissed her way down his tanned stomach to his dick, took it in her mouth, then lifted her head up. "Jason, roll on your side and grab Will's dick." He did. He rolled on his side and put his hand on my dick, firm, firmer than a girl does. It sent a shock to my system. I still said nothing, just looked at her, seeing the pleasure in her eyes. "Stroke him." He stroked my dick, firm, steady, the way I would touch myself. It felt amazing, it felt like I could cum whenever I let myself, but the truth was I also wanted it to last. Lisa crawled behind Jason, put her breasts to his back, looking over his shoulder to watch his hand on my dick. She reached her hands around to his chest, rubbing against his nipples. She moved one hand down to his dick and started stroking it. "Rub his balls," she said. He rubbed my balls, "Stroke him." He stroked me again. Again it was a shock at how good his hand felt on my cock. With her hands roaming all over Jason's skin, she said "Kiss." I immediately said, "No." Firmly. I looked at her, looked her dead in the eyes as I said no. And I saw absolutely no reaction, no argument, but no relenting. "Kiss," she said, My eyes said no. Her eyes didn't listen. I looked at Jason, and we kissed, our lips trying to figure out where to go. We kissed once, without matching our lips up correctly, then stopped. "Again," she said. This time we kissed properly, finding a rhythm and space, his hand still stoking my cock. When we pulled apart I looked at Lisa behind Jason and saw the pleasure in her face again. She crawled over Jason and towards my face, putting her legs around my head and lowering her pussy to my face. I licked her pussy while she sat on my face, while Jason stroked my cock. The whole scene was becoming overwhelming for me, I started to feel the cum rising in me. It was going to be hard to hold it in much longer. Lisa turned around so she was still on my face but facing my cock. She leaned down and began 69ing with me, replacing Jason's hand with her mouth and it felt amazing. Then she stopped, got off me, and told me to get on the edge of the bed with my head dangling on the side. Then she got back on top of me in the 69. When Jason didn't move she stopped and looked at him. That was all it took. He walked around the side of the bed and stood behind her and put his dick in her pussy. From my view licking her pussy, I saw his dick go inside her and tried to continue licking her clit, but was really licking both her pussy and his dick, his balls brushing against both of us. Lisa stopped sucking my dick when she began enjoying the feeling of both Jason's dick and my tongue on her pussy. She began moaning loudly, which turned us both on, and Jason increased his pace. "Are you about to cum? Lisa asked Jason. "Mm, yes." Lisa pulled forward away from Jason and he gasped with disappointment at the surprise. She crawled 180 degrees around the bed and faced Jason's cock and pulled the condom off it. Then she backed away from him and lay down. "Straddle me with your cock over my face." Jason got on the bed above her, his dick pointing straight towards the ceiling above her beautiful face. "Will, stroke him until he cums on my face." As far as we had all come already, I didn't even bother protesting. I grabbed his cock, the first time I had ever touched another cock, grabbed it firmly like I would my own, as he had with mine. And I stroked it the way I would my own, at a steady, firm pace. I watched it in my hand the way I would watch a dick in a girl's hand in porn. I stroked it steadily. Jason's breath caught, I felt his dick get bigger and firmer, and he said, "I'm gonna cum, I'm gonna cum." This turned me on, hearing a guy feeling good cause of what I was doing to him, the feeling of reaction in his cock, and I stroked steadily watching his cum spray all over Lisa's face and lips, some landing on her cheek. She put her hand up to her cheek and rubbed his cum towards her lips and sucked her finger. We both watched this with awe, taking in her beauty. Lisa smiled at us both, then suddenly looked up at Jason, completely sober and herself, and said, "Jason, I think it's time for Will and I to be alone. Thanks for everything, but would you mind leaving." I was shocked, but couldn't hold back the biggest shit-eating grin of all time. Jason simply found his clothes, got dressed and closed the door behind him. I would never see him again, other than in my memories. Lisa grabbed a towel from the bathroom and wiped herself off, then walked over to me standing by the bed, kissed me, looked me in the eyes, and said, "You okay, baby?" "Yeah. I love you, you know that? I love you no matter what." "I love you, too, baby. Now it's your turn to cum. Tell me what you want, anything. You can have me in any position. You can have my ass if you want." I picked her up, holding her in my arms. She slid down onto my cock and said, "Oh, is this what you want, daddy? You want to fuck me standing up?" "No, this is what I want," and I lowered us both onto the bed, face to face. I kissed her, looked her in the eyes while I fucked her wet pussy. "What got into you tonight?" "I don't know, baby. It just felt so sexy being with you both in the room, seeing you both looking at me. Then I was rubbing your cock while Jason was in the bathroom, but when he came out I had to stop. And I was so flustered I had to get up. So I left to change. And when I changed, I felt my pussy, and I was so wet, and I knew I wanted to turn you on." I was increasing the pace of my thrusts as she talked, hearing her get turned on all over again. "I didn't have any other clothes to wear though, except what I'm going to wear tomorrow. I wanted to be sexy for you tonight, so I only packed those shorts, I planned on sleeping in those and nothing else. The only reason I had the tank top is cause I had left it in my bag from my last trip to visit you." I was closing my eyes, I was so light headed from being hard for an hour, from watching her ride another man, from stroking myself, from having Jason's hand on my cock, from being inside her heavenly pussy now. Her words turned me on even more, and I knew that I was going to cum in her pussy. "So I saw what I looked like in the mirror in my outfit, and I knew you would like looking at me in it, and I wanted to watch you watch me. Then I came out and saw Jason looking at me like that, you looking at me like that, and it seemed like you were having a lot of fun watching him watching me. So I decided to go along with it." I was as close to cumming as I could be, but I wasn't ready. Not quite, yet. I had to know. "Babe," I said, "have you ever been with him before?" "No, baby, of course not." "Never? Were you interested in him before? It just seemed like you knew you wanted him, maybe you knew he had such a big dick." "Baby," she said, looking at me, looking at me the way only a girlfriend or wife can look at you. "I have no interest in him. It just happened to be him tonight, but it wasn't because of him. You're the only one I want. I want to be with you, to turn you on. You turn me on. I love you. "I love you, too." I thrust three more times and exploded in her pussy, wave after wave, as if I hadn't cum in weeks. Lisa gasped in surprise and pleasure, started shaking, and my last two pulses of orgasm set off her last orgasm of the night. I panted hard, dropped my head to the crook of her neck, and she reached up behind and rubbed my back and the back of my head. Her touch was so reassuring, so loving, and I knew that this was the sexiest night of our lives, but also that we were much more than a night like tonight. That we would be happy without nights like tonight. I rolled off her, pulled the comforter around us both, held her close to me until we fell asleep.