7 comments/ 56641 views/ 3 favorites Tracey's New Friend By: cockass Papa's is a small Italian joint we live near. It opened in the late 60's when Paolo and Gianna moved here from Italy, meaning really authentic Italian dishes, not like the big chains. Paolo never has advertised the restaurant, unless you happen to see the listing in the yellow pages, under restaurants (Papa's....555-5309). This has kept the restaurant and it's clientele very small. The only thing keeping them afloat are the regulars, which is basically everyone who walks through the doors. Once you've tasted Papa's, you won't go anywhere else. The dining area is fairly small, but big enough that even on a busy night there are at least a couple empty tables. Small, square hardwood tables and matching chairs make up the furnishings, lit by candle and electric gas-type lamps on the walls (not the card tables and plastic chairs you would expect in a place this small). This gives it a dimly lit, cozy atmosphere, though not as dark as the bar area. The bar opens off one end of the dining floor, completely walled in stone like some medieval tavern. It even has wall sconces burning actual candles (the only light besides small fluorescent tubes behind the bar). Right at the entrance to the bar sits an old piano, still holding a nice finish and a beautiful tone. Paolo sometimes comes out of the kitchen to play a few old Sicilian tunes to a 'packed' house (in this case, more than three tables is 'packed'), in between stints yelling at the cooks in Italian. Gianna still plays hostess, and will accompany her husband on certain songs. So there we were, sitting at our table, sharing an enormous bowl of pasta. Papa's has the best sangria, and Tracey had already finished one carafe and was working on a second. I had a glass or two, but was taking it easy since I had to drive. That was when I saw her. At the bar, a very shapely woman had suddenly appeared. I was sitting facing into the bar, and hadn't seen her entrance—Tracey probably would have smacked me if I had. This woman had fine olive skin, set off nicely by the red and black print corset she wore. Her large breasts were spilling over the top, I was waiting the entire time to see a nipple(never did). A slinky black skirt rested low on her hips, showing just a sliver of supple skin with no hint of stretch marks or cellulite. The skirt stopped at mid calf, covering the tops of black leather boots with stiletto heels. I imagined thigh-highs, and felt my cock stir a little. Her hair was dark brown, almost black, with a spray of blonde streaks across the top. It was held up in a bun by two chopsticks, the ends of the hair forming a loose fan across the back of her head. She was sitting at the bar, one foot on the floor, the other hooking the heel on a crossbar of the stool. As she sipped her wine, she slowly turned and scanned the dining area. Her smoky eyes slid back and forth under perfect eyebrows, no expression on her beautiful face. She was a classic beauty, good cheeks and chin, but with smooth cheeks instead of heroin-junkie gaunt. Then her eyes stopped in my direction. I jerked my head, trying not to get caught staring. I became aware of Tracey talking again, realizing I had completely blanked her voice out mid-sentence while I drank in the sight of this Aphrodite. I took another bite of the pasta, trying to be nonchalant, mm-hmm'd, and glanced back at the bar. She was still looking at our table, but I realized she wasn't looking at me. Tracey has a beautiful neck, like carved marble, almost aristocratic in it's beauty, and had her hair pulled up to drive me crazy. I realized this woman at the bar was staring at the back of my wife's neck, and then watched as she slowly slid her eyes down Tracey's back. I figured she had an almost three-quarters view from the rear, enough to see a facial profile when Tracey turned her head left. I sat and watched in awe as this very vision of sexuality undressed my wife with her eyes. My soldier stirred again, only this time it was marching upward. I had to excuse myself or I would be stuck here for quite a while. I had no choice. "Sorry, I've got to go to the men's room." I stood and dropped my napkin next to the plate, silverware clattering as I bumped the table with my thigh. Tracey stopped mid-sentence, and looked surprisingly at me. I usually wasn't rude to her; I had tried the dickhead stuff with other girls before Tracey, and it just wasn't me. "Well, go then." She said, and kept eating. I quickly walked past the entrance and entered the short hallway, hoping nothing was visible yet. I swung the door open, and headed for the sink. I ran the water, and splashed some water on my face. I didn't need to, I just felt like I should do something while I was in there. Tracey has given me two children, Madeline, who is 6, and Lee, who is 3. Before the children, she was thin and athletic looking, a carryover from her swimming days in high school. After Maddy, she had trouble losing the weight, and was still carrying some of it when she got pregnant with Lee. She got even bigger with him, and had a horrible time losing the weight. Eventually she changed jobs, which gave her the opportunity to spend more time with the kids and go to the gym. Between her diet, lifting weights, and swimming, she had lost all of the weight and gotten back the body she had when we met, just a little more muscle. She always had big hips, and small breasts. The funny thing is, her ass was amazing even when she was carrying the extra weight. Now that she had lost the weight(about 40 pounds), her ass was smaller, but we had compensated by adding in more squats and deadlifts. Now it was more shapely than I ever remember, but her cute little peaches—which seemed to triple in size with each pregnancy—were now left a little deflated and flat. She had always been self-conscious about them, and hated shopping since stuff either fit the top or the bottom, but never both. So we had scraped the money together, and had gotten her the boob job to go with her ass. I have always been more of an ass man, and didn't really care if she got tits or not. After the surgery, when they had finally settled into their permanent position, I was a changed man. You could see a difference in her self-confidence, and her body image went through the roof. She started buying clothes to show off her hourglass figure, and was getting lots of male attention. She started worrying I would get jealous—part of the reason we waited so long to get them done—but shouldn't have. I loved watching guys' reactions when she entered a room. I got more than one nod or high-five from complete strangers, which we often laughed about later. She was wearing a very sexy outfit that night, but still classy. She is about 5'10", and had worked her way back down to a very fit 145. She had a flat little tummy, which she loved to show off. She was showing just the beginnings of a six-pack, with a sexy little line down the middle showing the separation of her abs. In fact, that was her next project: an actual six-pack for summer. Tonight was to be her last big night before she hit the diet and weights a little harder for the next month or two, and she had dressed for it well. She wore a white button-down capsleeve top, unbuttoned a little low to show off the maroon bustier containing her now-ample chest. A long skirt settled low on the curve of her hips, the hem dancing around her calves. Her feet were wrapped in three-inch heels, not stilettos but close, with the little leather laces which wrapped over her ankles onto her lower calves, tied in the back. I thought they looked ridiculous when she showed them to me in the box, but got instant wood the first time she modeled them for me-though, to be fair, she was only wearing the heels. I looked at myself in the mirror, smoothed my hair with my damp palms, then dried them on a paper towel before going back out to the dining room. As I rounded the corner, I was given quite a shock. The hot chick from the bar was sitting at our table! Not just sitting there, but she had swung a chair around so she was rather close to Tracey. Now, Tracey is not bisexual, though we have played around a little. When Maddy was still about 6-8 months old, we had hooked up with a girl who was bisexual. I had, over the course of a couple years, gotten Tracey somewhat comfortable with the idea of a threesome, which we had twice with Denise. She seemed to enjoy herself, but I think it was more fascination with my excitement than anything. The first time was the typical, 'she can suck you off, you can eat her out, but you can't fuck her.' Which was fine with me, I mean come on, what guy wouldn't agree to just about anything to see two chicks getting busy? They wouldn't even have to be all that hot, the two of them together would cancel out any weight issues or skin problems. Thoughts were flying all through my head, visions of Tracey and Denise in a 69, Denise sucking my cock while Tracey licked her box, my cock pumping into Denise's tight little cunt while she ate Tracey's(this happened the second time, after they worked together sucking my cock). I was still standing at the hallway entrance, and needed to either sit down or go back to the restroom to conceal my arousal. I slid back around the corner, and took a closer look at what was happening at our table. Tracey was smiling broadly, though I could see something in her eyes, something I couldn't identify. The strange woman had her back to me, and was lazily holding her wineglass in one hand, the stem hanging between two fingers. I couldn't see her other hand at first, then I looked lower and saw it settle on Tracey's naked knee. Tracey started a little, as if someone had buzzed her chair. She blinked long and slow, and smiled again through lowered eyelids. It became obvious: this woman was hitting on Tracey! I heard the Hallelujah chorus in my head, and tried not to grin like an idiot. Not only was she hitting on her, but Tracey was digging the attention! I watched Tracey set her lithe hand on this woman's forearm, as they continued talking about God knows what. I adjusted my growing root, and looked down to see if it was noticeable. Taking a quick glance at the other patrons, I came around the corner and moved slowly toward the table. Tracey saw me over the woman's shoulder, and winked at me mischievously when she took a drink. I closed the distance and slid back into my seat, replacing my napkin over the growing tent in my lap. Two beautiful sets of eyes turned in my direction, then looked back at each other, giggling like schoolgirls. I looked askance at my wife, who suddenly took on an air of nonchalance. She does that sometimes in bed, since she knows it drives me nuts. "Who's your new friend?" I asked, trying to contain my excitement. From the look of Tracey, she was planning something. I took a drink of the sangria to keep myself from babbling like an idiot. "John, this is Kim. Kim, John. I was just telling how I make you my bitch." I choked on the sweet wine, managing to cover with my napkin before I sprayed both women with red fluid. More giggles, and then Kim turned to me with an evil grin. "I was just telling your wife how I would like to spread those beautiful legs and lick everything I find in between." She sipped her wine, addressing me with those dark eyes as she did. "And I was just telling her that you would most definitely say yes, but you had to be involved." Tracey's chin was tilted slightly up, causing her to look down her nose at me. Kim lowered her glass. "But then a little problem came up, because I'm a lesbian. I don't do guys." She made as if to leave. "Sorry." "Wait!" I exclaimed, grabbing her arm. I let go, composed myself, and continued. "If Tracey is interested, I would be happy just watching. I don't have to get in the middle of it." Tracey looked at me a little surprised. She knew I liked seeing her with another woman(what man wouldn't), but figured I would have to get my cock in there somewhere. If I could get her in bed with this amazing piece of ass, the visuals alone would fuel hours of masturbation when I'm away from home on business. Kim settled slowly back into her chair, her interest again piqued. "You would let me suck her clit until she screamed, licking her through multiple orgasms, and you would be happy just watching?" "Well, I would probably try to get whichever end you weren't busy with, a fuck or a suck." I looked around the restaurant, grateful for the bad acoustics. This was a family-friendly place, after all. Kim shook her head. "Oh, no. I don't like to share girls. If I take her home, you can't touch either of us. You would have to just sit back and watch without touching a single breast or ass cheek, your dick would stay dry, you wouldn't even get so much as a hand job until we are done, at least not from either of us." She looked serious, and she looked like she could really be a bitch when she wanted, but I decided to call her bluff. No way Tracey would be able to keep her hands off my wood if I was sitting there patiently watching and stroking. "No problem." A sly grin just barely twitched across Kim's full lips. Her right eyebrow raised ever so slightly, and she cut her eyes to the side to look at Tracey. Tracey was still smiling, watching the process. She obviously was enjoying the two of us bargaining over her body. "Finish your dinner while we chat some more." I continued eating pasta as the two of them basically forgot I was sitting at the table. It was like being the fly on the wall at a sorority sleepover. They were discussing all kinds of sexual stuff, how long Kim had been a lesbian, why she had converted, how many times Tracey had been with a woman. This one actually surprised me. I met Tracey when we were both in the Navy, and I was the first and only guy she dated once she was stationed aboard my ship. She had told me stories from her technical training, how she had strung two guys along at the same time for awhile, screwing both of them on the same day sometimes. The stories never bothered me, since she had never given me any reason to doubt her fidelity. But here I was, sitting with my jaw on the table as she recounted a boot camp romance she had with another girl in her division. I knew from experience how horny guys got during boot camp, with little or no female contact of any kind. It never occurred to me that the women were suffering as well. After about two weeks there, she had gotten very friendly with another girl, who ended up being her first lesbian lover. They would meet in the stairwell after hours some nights, just making out at first, eventually progressing into oral sex. Tracey lost count of how many times she ate that girl's pussy, crouching under her at the bottom of the stairs as her friend hiked one leg up on the hand rail to give her better access. Tracey and Kim were softly caressing each other's fingertips on the table as she recounted this tale. She looked at my dumbfounded expression, and smiled. "You never asked." The girls went into the parking lot while I paid the check. I came out to find them leaning against my SUV, kissing softly in the moonlight. I stood there motionless, just soaking that scene in. I expected this to be a one-nighter, and wanted to remember every detail. Kim had Tracey pinned softly against the truck, one hand cupping her neck, the other just barely tickling at the waist of Tracey's skirt. Tracey had a hand flat against Kim's upper chest, covering the little hollow of her collarbone. Her other hand was gently gripping the small of Kim's back, just above the swell of her gorgeous ass. Both had their eyes closed, as their lips gently caressed each other. From my vantage point I could see tongues flicking in and out of open, willing mouths, wrapping around each other sensuously. Tracey moaned softly, as Kim's fingers slid into her skirt. I could picture her well-manicured fingernails touching smooth silk, and knew I had to get them out of here before someone walked out. I unlocked the truck and gently encouraged them to climb in . As Tracey got in first, Kim gave me quick directions to her house, which was very close. Apparently we were leaving her car there, as she followed Tracey's beautiful ass into the back seat. I watched for a second as they continued kissing, then closed the door and got in front. As I buckled in and started the engine, I watched them in the mirror. "Seatbelts!" I said, jokingly. Kim removed her hand from my wife's breast long enough to give the finger in my general direction(since she was too busy to look at me). I pulled out of the lot and headed for Kim's house. Luckily it was only about a ten minute drive. I was so distracted by what was happening in the back seat, we probably wouldn't have survived if I'd had to drive further than that, or go on the freeway. Once we reached her house, it took another couple minutes to get them out of the truck. They were in full-on sex mode now, Tracey lying back across the seat at an angle with Kim between her supple thighs. Kim had opened Tracey's top even more, and was now working on freeing her large melons. I managed to get them out of the truck, and followed behind them both as they sashayed to the front door, arms around each others waist, swinging those hips like a pair of pendulums. It was obvious both of them were wearing thongs, as the material of both skirts just barely settled between those globular ass cheeks. Kim opened the door, and led us to her bedroom in the back. It was a nice little place, decorated very well. She appeared to have a roommate, as there was another bedroom on our route with the door closed and music playing softly. Kim sauntered into her bedroom like a jungle cat on the prowl, pulling Tracey along by the hand. She didn't have a bed so much, as what appeared to be a huge pile of pillows. The whole room was decorated harem-style, complete with hanging veils, low seat cushions, and pillows piled up in a couple different spots. Tracey gasped. "Oh, I love your bedroom. This is so cool!" She swung around, taking it all in. It really was a cool room, very unique. Kim giggled. "This isn't my bedroom. Sleeping on pillows like that would just wreck my back." She smiled demurely. "This is our play room. Whenever we bring guests home for the night, we have our fun in here." Tracey giggled, and slid back into Kim's embrace. They kissed some more, full lips meeting, tongues searching, chests pressed together. Tracey had tucked herself back in, lest the neighbors happen to be looking out the window. Kim now kissed down onto her neck, her tongue and teeth marking the trail south. Tracey quivered, and let her head fall back as she moaned through partially open lips. Kim's nimble fingers made quick work of Tracey's shirt, and she pulled it open to reveal the lacey bustier. Her lips continued south, moving from Tracey's neck to the line of her collarbone. She nibbled softly, following the retreating shirt over Tracey's right shoulder. The left side followed, and soon only thin satin and lace was covering Tracey's chest, her white shirt tossed aside on a low hassock. Kim was kissing and nibbling all across the smooth skin before her, dipping into the valley of cleavage but not lingering. She would work down to the line of cloth, until Tracey thought she was going to expose a nipple and continue what she started in the truck. Then she would change direction and move back up to the neck. Tracey had her eyes closed, drawing in sharp breaths through her teeth and nose. She had her fingers entwined in Kim's dark hair, which now swung free about her shoulders. Tracey pulled Kim closer, using the dark tresses in her hands as a handle. I kicked off my shoes, and settled back onto a cushion, enjoying the show. As they continued slowly undressing each other, I followed suit. I took my time stripping down to my boxer-briefs, and the two women still had most of their clothes on. I could tell this was going to be a long night. I slid the tight shorts down over my hips, allowing my stiff cock to spring out. It stood out like a pole from my body, precum already oozing from the tip. I took it in my hand and slowly began stroking as I watched the scene unfold before me. Tracey's New Friend: History A few years ago, when our daughter was still an infant, Tracey and I were introduced to Denise by a friend. I then ran into Denise at a work function a couple weeks later, and got to talking to her again. Since she had been drinking a little(or so she claimed), she was very vocal to me and my partner about her bisexuality. Both our ears perked when she told us this, and I then mentioned Tracey, asking if Denise remembered meeting her. Denise replied, "Sure, I remember your wife. I'd fuck her." Music to my ears... I had been slowly working on Tracey about a threesome for a couple years at this point, being careful not to be pushy about it. I even followed all the tips you see in the lad mags, you know, make it about her, how hot it would be to see her with another woman, etc. I followed this advice, and it worked. At first she was resistant, couldn't imagine doing that with a woman, and convinced she would go into a jealous rage if she saw me with another woman. Over time, I persisted gently, usually bringing it up in bed, while watching a porno, whenever. At some point she asked why guys were so into that, why we would want two women at once. She thought it would be too much work for one guy to handle. I had to remind her that the idea wasn't just two different holes to plow, the idea was for it to turn into kind of a teamwork thing. All three of us helping each other to reach our climactic goals, so to speak. This of course led into my ultimate fantasy-say it with me guys: two chicks sucking me off together. She really didn't see how that was possible, thinking initially that I literally meant both of them sucking. I explained the idea of lips and tongues working together, and she actually seemed a little intrigued, though she didn't really say much. Once I found out Denise was bi, I wasted no time letting Tracey know about it. She seemed a little tense right off the bat, like she thought Denise was going to show up in five minutes ready for some hot lovin. I assured her I wouldn't make her do anything she didn't want to do, and even then only when she was ready and comfortable with it. This required her to get to know Denise a little, so we had her over a couple times, just innocent visits. The whole process took some time, as Denise was a total social butterfly, always out looking for a party. Eventually the plan was made for her to come over to spend the night on a Sunday, when she and I didn't have to work the next day, but Tracey did. Nothing specific was planned, just to hang out and let things develop. Denise brought alcohol, and the two girls started drinking, trying to loosen Tracey up a bit(remember guys, if it works for anal, it will help with a threesome too!). So we put our girl to bed early and both ladies got more comfortable. They came back down to watch the movie wearing short satin nighties, and snuggled up together on the couch with a blanket. We were watching the movie Snatch on DVD, and I got into the movie to the point that I wasn't paying attention to the girls. At some point I heard movement, and a very soft moan. I looked over to see the girls locked in a passionate kiss, Denise's hand softly caressing Tracey's cheek. I hit pause on the movie, and began watching them. This, unfortunately, broke the kiss, and they demanded playfully that I turn the movie back on, or no more fun stuff. So I relented, the image of that kiss completely blocking anything happening on the screen. I had only seen Tracey kiss a woman once before, when we first got married. We had been at a friend's birthday party, and were playing truth or dare with a several friends. It came around to my turn, and I dared my wife to kiss one of the other wives playing. They agreed immediately, and leaned in, Tracey taking TJ's face in her hands as they kissed. But we saw through their ploy, seeing that Tracey's thumbs were covering TJ's mouth. They admitted that they had wanted to play truth or dare as soon as they started planning the party, and knew that with that many guys playing this particular dare would come up. So they devised their little plan to get around it. Everyone laughed it off, but I then voiced new rules to the dare, since they had not gone along the first time. The original dare had been just a kiss, without any specifications. Had they done it, they could have gotten away with just a peck on the lips. Since they didn't, I now added guidelines: open mouths, tongue, at least 5 seconds long. They argued, but everyone else(girls included) backed me up, since they had tried to cheat on the first one. So they kissed, and it was awesome seeing two chicks kissing right in front of me. They actually got a little into it, staying locked for longer than the required time limit. TJ's husband was so turned on by it, he almost started humping her leg right then. But back to the original story... I started watching the movie again, but was also keeping an eye on the couch next to me. I could see hands roaming out of my peripheral, and eventually they started kissing again. This time I left the movie running, but turned my attention to them. Eyes closed, lips pressed together, just a hint of the tongue action going on inside those hot little mouths. Hands going up and down satin-clad bodies, breaking the kiss to nibble on ears and necks, evoking moans and sighs. I sat still, trying not to disrupt this beautiful scene, but it was all a façade. In my head, I was doing an endzone dance, high fiving my bros, spraying champagne all over the second and third place guys, doing the Arsenio run-past-the-crowd-slapping-five-to-everyone. I had wood within seconds, my only movement to gently stroke my erection through my pajama pants. Denise was licking and sucking on Tracey's neck and ear, and as if by a signal, they both opened their eyes to look at me. Seeing my hand stroking my cock through my pants gave both of them a smile, and brought out Denise's teeth as she nibbled on Tracey's neck. Tracey yelped and pulled away, then turned back in and hungrily plunged her tongue back into Denise's open mouth. Both bodies began moving, as Denise's hand moved south, finding its way between Tracey's naked thighs. Tracey broke the kiss as fingers found her wet sex, throwing her head back to moan. Denise watched her gorgeous face contort in ecstasy from her soft ministrations, and something else caught my eye. The front of our living room faces the road across a short front yard, with a huge picture window opening up the wall. I watched as a police car slowly cruised by, slower than normal for our road—it took him a full 20 seconds to get past our window! I didn't think much of it at first, and turned back to watch the girls. Less than a minute later, I saw a car going in the opposite direction, just as slow. It was the same cop car, and he was obviously looking in our direction. The road was a little higher than the front stoop, so he was getting a great show. I waited until he was out of sight, then shut off the TV and movie, and prodded the girls upstairs. Denise looked like she was still ready to tease, but Tracey was all business as she took her by the hand and led her up to the bedroom. I followed them up the stairs, getting a good look at both asses under their nighties in the process. Just as I turned the corner at the top, I saw headlights passing again. They were going slow, then he apparently noticed the couches were empty, and sped up a bit, driving away. I was just glad I didn't have to tell the girls, as that probably would have ended the nights festivities. I came into the bedroom to find the girls standing next to the bed, lips locked, bodies pressed together. I stood in the doorway and admired the view. Where Tracey was tall and curvy with a tiny waist(especially considering she was only 6 months postpartum), Denise was the opposite. Short, petite, with a toned runners body and short brown hair. Tracey actually had to bend over a little bit to kiss her. As I watched, Tracey took hold of Denise's night shirt and slid the smooth satin over her head, giving me my first glimpse of Denise's lithe little body. Tight little butt, small perky tits, nice legs. Tracey's lips left Denise's, and traveled out to her ear, and then down to her neck, nibbling, licking and kissing a trail down. Denise let her head sag back, her eyes closed in pleasure as Tracey suckled her first breasts since infancy. Her mouth closed around the hard little nipples, licking and sucking gently. Denise opened her mouth and moaned, enjoying the moment. I untied the string of my pants, letting my cock spring free as they fell about my feet. I stepped out and moved toward the girls, my erection pointing the way toward two wet pussies. Denise had her hands under Tracey's nightie, roaming over her soft hips and ass. I slid the garment up, causing Tracey to let loose of the nipple in her mouth so I could undress her. We were now three naked bodies in close proximity, and I couldn't help but notice there was a bed nearby. I gently pushed the two chicks onto the bed and they fell, never releasing their embrace. Their lips met again as their bodies intertwined, hands and fingers sliding over exposed supple flesh. Their kissing became more passionate as fingers found breasts and tweaked nipples, parted thighs and found moist heat. I stood watching them, slowly stroking my hardening cock. I was still in awe that this was actually happening. Denise broke her lips free as Tracey's fingers found her moist slit and went to work. She gently slid her fingers over the fold, not yet penetrating. Not yet needing to, actually, as I noticed that Denise had rather large inner labia. They protruded out of her pussy like a tongue, and Tracey raised her head to look when she found them, not being familiar with the extra flesh. She tweaked and rolled the sensitive flesh in her fingers, watching as Denise began to writhe under her. I stopped stroking my cock as this unfolded, as the sight of a woman in rapture is usually too much for me to handle. Tracey's finger rapidly slickened as Denise's love juice leaked forth. Denise was moaning and gasping now, her hands leaving Tracey so she could grab the sheets as her first orgasm rolled over her. Tracey looked at me in awe, as she is not quite that easily stimulated. As we would soon find out, Denise was a very sensitive woman, and it didn't take much to take her over the edge. Denise stopped bucking as the wave ended, and then immediately pushed Tracey over on her back. She spun around to get at her wet pussy, wasting no time in getting her face wet. Tracey threw her head back from the sudden assault on her wet cunt, her legs falling open even more as she began bucking her hips and grabbing at Denise's head. Denise slowed her initial assault, and settled in like she planned to be between my wife's legs for some time. Tracey took the opportunity to roll back toward her, until they were lying in a sixty-nine on their sides. My cock nearly doubled in hardness as Tracey reached in and got her first taste of another woman's juices. She had tasted her own on my lips and cock before, but this was a whole different experience, for both of us. Definitely in uncharted waters now. I slid up on the bed next to them, heading toward Tracey's pussy. I had to be careful, as both women were now writhing slightly on the bed, their bodies responding to the sensations of tongue, lips, and fingers. Tracey pulled her head free from the wet box in front of her long enough to say, "Remember the rules," and dove back in to that pussy. Before having Denise over, we had established what was allowed and what was not. Obviously, Tracey and Denise could do whatever they wanted to each other. Hell, I was hoping they would, right? But this being our first time, Tracey was only comfortable with me having certain privileges with Denise. I could fuck Tracey at will, she was my wife after all. But with Denise, it was all oral. I could eat her box and she could suck my dick, but no fucking, and I couldn't cum on or in her. Denise wouldn't have cared of course, but those were Tracey's rules. So as the two girls continued eating each other's pussies, I aimed my hard cock at Tracey's box, slid it past Denise's hungry mouth, and plunged in. Instant reaction from Tracey. She was so primed from everything going on that within only a few strokes, she was on the verge of cumming. This of course, was helped by the tongue which darted around her clit and lips, and then would work my shaft a little as it went by. Tracey's moaning intensified, and she forgot what she was doing with Denise's pussy. I pistoned I and out of her cunt as she neared the edge, her back arching and her ass jerking, trying to find a rhythm with my own. She came hard, squealing as Denise latched onto her clit and sucked for all she was worth. I had to pull out before she was completely finished, otherwise I would have spilled it right then. Denise released her clit, and looked up at me. She smiled evilly, her face smeared with pussy. I caught my breath as I watched Tracey come back down from her cloud, still moaning quietly. Denise turned and looked at my cock inches from her face, then licked the tip. I jerked, not expecting it, and she giggled. She then reached forward with her hand and gripped my ass, pulling me to her open and waiting mouth. Her lips closed around the tip, and her tongue swirled as she gently sucked. Luckily I had come down a bit, or I would have lost it. She pulled me closer again, and my shaft slid into her wet mouth. Her head was in no position to do the work, so I gently rocked my hips, sliding my length back and forth through her lips. I closed my eyes, enjoying the sensation, when I heard and felt her moan. I opened to see Tracey eating her pussy, one eye watching me as she did. I let Denise continue, but this was way too much, getting sucked and watching my wife eat pussy at the same time. I withdrew my cock, and moved. Denise groaned and pouted up at me. Her disappointment quickly faded as Tracey continued licking. I moved around till I was next to Tracey's head, then slid down between Denise's legs, gently rolling her on her back. I had a front row seat to Tracey's cunnilingis, and enjoyed every moment. Tracey was watching me as she slowly licked the pussy in front of us, her tongue traveling from just above the ass all the way up past the clit, in slow, broad strokes. I leaned in closer, and added my tongue to the mix. Denise grabbed us both by the hair, lost in her joy. Our tongues leapt and dove at each other, almost fighting over the pink flesh between us. I licked at Denise's extra flesh, pulling the dangly bits into my mouth where I nibbled and sucked at them. This turned out to be an especially sensitive area, and her legs tried to clamp shut, held open by the weight of our two bodies. Her back arched off the bed and her mouth came open in a silent scream. Her hips began bucking involuntarily, as if trying to pound her clit up into Tracey's mouth. I dove my tongue deep between her folds, trying to penetrate her pussy. She rolled her hips forward, giving me better access as I slipped in deeper. She was suddenly wetter, and I wondered if she was going to squirt in my mouth. That would be another first, and I wasn't sure how I felt about it. Didn't matter, because she didn't. We slowed down and backed off a bit, letting her come down gently. But for Denise, there was no gently. As soon as we slid back and I rose to my knees again, she spun around and dove on my cock, sucking like she had been in the desert for days. Tracey grinned at this reaction, then got an odd look. I thought it was jealousy, but she didn't say anything. I pulled out anyway, since I was about to blow and didn't want to end the night yet. Denise tried to follow my cock, but I held her off by reaching over her tight ass and fingering her sopping wet pussy. She forgot my cock momentarily, and I moved to offer it to Tracey. She pointed at Denise and said, "Let her suck it some more." "But I'm really close." Denise looked up at us, already panting again from my fingers, "I don't mind. Let me have it." I looked at Tracey, and she nodded, still with that odd look on her face. "Give her what she wants." And she began diddling her slit as she settled back to watch. Denise rose up on all fours, and engulfed my rod with her mouth, immediately falling into a sucking rhythm. Her fingers tickled my balls, and her tongue flicked around as her lips caressed my shaft. I was nearing the point of no return when Tracey got up and went to the bathroom. I turned to go after her, but Denise suddenly shoved me back on the bed, her mouth never losing my cock. "I'm gonna cum," I gasped, trying to hold back longer to keep enjoying this. She sped up her rhythm again, taking me as deep as she could. My balls tightened, and I felt it building. I tried to relax, tried deep breathing, everything I could think of to delay this, wanting her wonderful little mouth to suck me all night. But it was in vain. I threw back my head and let it go. She apparently could sense it, as she suddenly changed her move, sucking just on the tip and very end of the shaft as her little fist stroked the length of me, pumping my seed into her mouth as I came. Spurt after spurt, I just kept flowing into her greedy little mouth. My eyes were locked on hers as she continued to take my come, not yet swallowing. I had to be filling her mouth, and I soon saw that I was, as a little dribble escaped and rolled down my shaft to the tops of her fingers. I finally stopped spurting as her cheeks seemed to swell just a little. She pulled off my tip with a mouth full of my come, then swallowed noisily. She grinned and licked the extra off her fingers before bending back down to clean off my cock. "Mmmmm, tasty. Finger licking good," She said in a sultry voice. I dropped my head back on the pillow, and started to doze immediately from the intensity of my orgasm. We checked on Tracey, who was still gone. Turned out she had drank way too much trying to loosen up, partly because Denise was mixing her Southern Comfort and cream soda a little strong. She had been in the bathroom this whole time puking, and I felt like shit for not having been in there with her. Turned out to be a good thing for me though, as she did not remember the end of the night. That way she couldn't get mad at my breaking of the rules. A month or two passed, and we continued to see Denise occasionally as a friend, though no sex during that time. I was careful not to push for it again, since I did want it to happen again. You know how chicks are, if you want something you can't act like it, or you'll never get it. So aside from occasional discussions between Tracey and I concerning that night, I didn't bring up any other chicks. Then Denise stopped by one night on her way out, I forget why. Tracey had just jumped in the shower, so Denise went into the bathroom to talk to her. I was doing something downstairs, then came up to see what was going on. They were just talking, and Denise was saying goodbye, she had to leave. "Nah, why don't you stay here tonight?" I asked. "Sorry, I've got plans. I'm already late." She said. "No problem then," I said as I bent down to take her shoes off. "No reason to show up late." And I stood back up to take off her belt. She smiled and giggled a little, but didn't resist. "No, I've really gotta go. They'll be waiting on me." As I pulled her shirt over her head. "Let 'em wait," I said, and pulled her jeans down and off. I reached behind her and undid her bra, sliding it off. She then made up her mind, and dropped her thong and jumped in the shower. Holy shit, I thought. It worked! I stripped like my life depended on it, and followed her in. As I closed the curtain behind me, I found Tracey and Denise kissing hello. They broke off their kiss, and Tracey grinned at me before whispering in Denise's ear. I was too busy running my hands over both naked bodies to care what they were discussing. Denise smiled up at her, and they both suddenly squatted on either side of me. I started to bend over and reach, but Tracey pushed me back up, and went for my growing erection.