preload
The Sisterhood of Sex The Sinnndy 25
Feb 04

“Author’s Note: This story has been revised from its original version. This is the revised second part. Subsequent chapters are also forthcoming. Feedback is desired. Thank you for reading. Email comments to: the address in my profile.

Copyright February 2003 by Jack Cutter.

This second part contains: erotic MF coupling, erotic FF coupling, MFF group sex, male oral, female oral, romance.”

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VII.

The following day, a Thursday as it happened to be, progressed quickly. David spent the day visiting an old college friend who lived in the New York area, and in every moment unoccupied by conversation with said person he expended his energies reliving the fantastic events of the previous evening. Kimberly had been gorgeous, charming, generous, warm, funny - and simply insatiable. He knew he was on dangerous ground with the woman; he was swiftly becoming addicted to being with her.

The next night of their acquaintance was Saturday night, three days later. He would definitely not see her before then - she was out of town on business. And so he had that much time to relish in the overabundance of resplendent nude female images burned into his brain.

He finally arrived back to the apartment in which he was staying late on Thursday night, close onto midnight. At twenty-five years of age, David was growing tired of coming home to lonely apartments. Though technically not empty - the apartment belonged to Jillian Brubaker, one of his nearest, dearest friends - Jill had been gone for almost three days on a modeling assignment in Canada, effectively leaving him by himself yet again.

In fact, the decision to pack up and leave Los Angeles for a month-long pseudo-vacation was made in part because of the emptiness and loneliness he currently felt. When Jill had called him in tears after her year-long relationship ended, his initial thought was to go to her, comfort her, and help her through the pain. But practicality beckoned him; leaving nearly everything you know in Los Angeles to go to New York where you know next to no one, even for as short a time span as one month, is no small task. David had lived with women in non-romantic situations before - Jill, in fact, was one of them for a time - and he knew from experience that he would need at least a whole month to truly help her along the road to love recovery. But when he hung up the phone and stared out into his cold, empty apartment, the decision was made almost instantaneously.

He would go to New York and be there to comfort his friend - while he helped her remember why men were good and decent, she would help him remember what is was like to be around someone who cared.

Jill’s apartment was a two bedroom and all of David’s clothes and personal effects were in the second, though on occasion - when the sorrow was too overbearing - he spent the night in the master bedroom, with Jill wrapped up in his arms.

He smiled as he walked back to the second bedroom. Even though he and Jillian had a long history together - including a torrid three-month love affair some years earlier - nothing sexual had occurred between them since he had arrived in New York. Even though both had always found the other extremely attractive, neither had really even considered the idea on this visit; he was there to be her friend, to help her through a difficult time, not to take advantage of the situation as most men would. They cared deeply for one another. Theirs was a bond deeper than simple lust - though that had always been present - it was one just shy of romantic love. He considered Jill to be his closest friend in the whole world.

He shed his clothes and slipped into a fresh pair of loose boxer briefs before moving back into the living room to plop down onto the couch. Flipping through the channels, he came across “Casablanca” on AMC and left it there. Despite the allure of the film, David let his mind wander, and his thoughts drifted, as they had done all day long, back to Kimberly Cutter. This time, though, his thoughts drifted not to the wonderful way she made him feel, but instead to the wonderful way she felt in his hands.

Put bluntly, David envisioned her breasts.

High, full, curved, and firm, they were a pair of magnificent creations. He imagined Kim on top of him, straddling him, grinding herself slowly against him, her beautiful breasts heaving and bouncing as she slid lazily up and down, up and down on his shaft.

The sound of keys in the door broke David from his reverie. The door swung open and a whirlwind of bags and hair and legs swept into the room. One of the bag’s straps hooked onto the door knob, and much to David’s delight, forced the woman at the center of the storm to spin on the toes of her expensive high heels-clad feet.

Jillian Brubaker always knew exactly how to make an entrance.

“Oh, fuck all!” she cried, just barely maintaining her balance. David wondered with a grin if her years as a gymnast helped her remain standing. With an exasperated sigh she dumped all the bags in a heap.

“‘Oh, fuck all’?” David inquired.

Jill glared at him.

He smiled sweetly back at her; when she glared she always managed to look sexy as hell.

David had always considered his close friend as the most beautiful woman he had the pleasure of knowing; indeed, as a renowned print and television model, she was one of the most beautiful women in the world, period. At just under six feet, she was easily the tallest woman David knew, also. Straight, silken, natural blonde hair cascaded off her head down past her shoulder blades and framed a face that appeared finely wrought by great porcelain craft masters. High cheekbones, full luscious lips, a cute little nose, and a pair of stunning violet eyes that were the envy of every model in the whole of the high fashion world. Legs that seemed to stretch on forever, a tiny waist, toned stomach, and totally natural 32D breasts as firm and round as the faked variety. She was the reason normal women were self-conscious, and it all came effortlessly to her. She was one of the lucky ones with her fabulous looks - but, romantically, she never really found what she was looking for during her 24 years of existence and was, therefore, unhappy.

“How was the trip?” he asked her, sensing maybe she was not in the mood to joke around.

“Great pay,” she muttered as she stepped over the pile of bags and trudged back into her room, “lousy company.”

She disappeared, but returned minutes later feeling a bit more refreshed after having splashed some water on her face and slipped into some clean clothes. One thing David never did mind about their unique relationship was the total and utter carefree way they were around each other. Case in point: when Jillian returned she was dressed in nothing but an oversized t-shirt that hung midway down her thighs, socks, and - David could only assume - panties. Of course, he himself was completely undressed except for his own admittedly tight pair of boxer shorts.

She sidled up next to him on the couch. Even though she was his best friend, she was still a gorgeous woman and the sight of her flesh and apricot smell of her hair sent tingles shooting through David’s loins. “Ooooo, I love this movie,” she said. She wrapped her arm in his and leaned in to him.

“So talk to me, Jill. What happened on the trip?”

Jill huffed. “Fuckheads, that’s what happened. First I was working with two super-bitch models - prima donna types, you know - and second the god damn photographer kept hitting on me. Fucker knew I broke it off with Rick and thought he could bag ‘Jill Brubaker’ on a quick rebound screw.”

David smiled. It took more than smooth words and good looks to bed Jill. “Little does he know…”

Jillian grinned back at him. “God damn right,” she said emphatically. “Men suck.”

“Gee, thanks.”

“Not YOU,” she said exasperatedly. She looked him squarely in the eye then, her face growing gravely serious. “You know, I never really thanked you for coming out here to be with me, Davey.” He tried to speak but she cut him off. “I mean, I said thank you, but it was when I was crying and emotional and all that. I want to say thank you to you now, while I’m rational, so that you know just how much it means to me that you dropped everything to come out here.”

He blushed at her warm words. “I know, babe,” he whispered. “I know.”

Her arms wrapped around his waist and she squeezed him tightly. He heard her sniffle softly under her breath, trying to stave off the river of tears that threatened to break free of its dam, and he braced himself for the inevitable. When it came, and her tears soaked the hair of his chest as her body trembled from the waves of fitful sobbing, David did as he always did - he held her close and stroked her hair, whispering soothing words of encouragement to her, and allowed the sorrow to run its course.

Sometime later he realized Jill had cried herself to sleep. She lay almost on top of him, her large breasts pressed up against his side, one of her slender legs splayed over his own lower limbs, but David found no sexual excitement from the closeness. Rather, he felt simply the pleasure a friend takes from helping another friend through a rough spot.

He carefully disengaged himself from her embrace and stood over her. The t-shirt had bunched up to reveal her firm, smooth, tanned backside - covered, thankfully enough, by a pair of white silk thong panties. David closed his eyes and took a deep breath, remembering why he was in this situation. His friend was having trouble and he was there to help, not to ogle her very, very hot body and incredible upside-down heart shaped ass.

He bent and slid his hands beneath her, drawing her up into his arms. She sighed but remained asleep as he carried back to the bedroom and set her down on the plush mattress. He tugged the covers up over her body, kissed her lightly on the head, and turned to go.

“Davey?” Jill’s voice was hushed, almost as if she was shy.

“Yes, love,” he said. He turned to find her staring up at him with tired eyes.

“Will you stay with me tonight?”

He smiled down at her. “Of course, Jilly,” he told her. “I would love to.”

He slid into bed and she snuggled up close to him, her head resting on his chest. He sighed as he stroked her hair again, waiting for her to fall asleep before nodding off himself.

VIII.

David woke in the middle of the night to find himself in a new position. He lay on his side and Jill lay next to him with her back against his chest in the classic ’spoon’ arrangement. He quickly became aware of three things: first, his arm was draped over her body and his hand happened to be cradling one of her swollen breasts; second, her barely-covered-by-a-thong bottom was pushed firmly up against his crotch; and third, his cock was fully erect and wedged between her tight ass cheeks - at least still blocked by his boxer shorts. If she were to wake, his arousal would be brutally obvious.

He and Jill had fucked many times before, but David felt uncomfortable in such a state while his friend was still emotionally vulnerable. He was a man who did not, would not take advantage of such situations. He valued his relationship with the woman too much for that to happen.

Suddenly Jill shifted, her ass grinding up against his erection as she slept. David stifled a moan, and with great effort rolled away from a position men across the world would have paid their life savings, given their sanity to have been in. He sighed, and after some time to calm down, slept again.

Something warm and wet woke David hours later. His eyes fluttered open and squeezed shut to block out the early morning light. He immediately became aware of the intense sensations of pleasure rolling through his body. He glanced down and was floored to see his beautiful friend Jillian Brubaker gently sucking on the purple head of his semi-hard cock.

David watched completely in awe and ecstasy as the sexy model’s mouth rose from his cock head and her tiny fingers wrapped barely around the thick width of his shaft. She purred as her fingers stroked him to full life.

“Oh my god, you’re so big,” she said, meeting his dumbfounded stare for the first time. Her violet eyes blazed a hole of pure desire right through him. “I’d almost forgotten how thick you were. I hope I can fit it all in my mouth.” Her fingertips caressed the length of him, teasing him, tracing a line from the mushroom head down over his balls to the tender strip of skin underneath, between his legs.

She glanced up at him with a smile, her eyes filled with animal lust. Her pink tongue lashed out and flicked the tip of his engorged penis. David shuddered. Encouraged, Jill dropped her head lower. Her lips sucked his right testicle into her mouth and suckled on it, rolling it around the flat of her tongue. David shuddered again, and Jill’s tongue slid up off the ball and licked a slimy, languorous trail from the base of his shaft to the tip. David lay rigid. Jill was an expert at the arts of fellatio, he himself had helped to teach her, and the pleasure she wrought upon him as she expertly handled his penis was driving him crazy.

“Jill,” he croaked hoarsely, “stop.”

His unexpected demand gave her pause. She looked up at him with a look of curiosity, her luscious red lips poised just above his member, ready and willing to take it again into her warm, wet mouth.

“Please, stop.” His voice wavered; he hurried to get what he wanted to say out before he could think to change his mind. “I can’t do this.”

Jillian rested on her elbows and looked inquisitively at him. The heat of her breath as she breathed still tickled David’s cock, granting it no real relief. “Why, Davey? I want to do it for you.”

David struggled to keep his cool. He wanted to shove his cock down her throat right then and there and fuck her mouth for all he was worth, but he knew he could not do that. Not with things the way they were.

“No,” he said firmly. “You are emotionally vulnerable right now and I will NOT take advantage of you in the state you are in.”

She laughed at him. “Take advantage of me?” she repeated with obvious amusement. “I am the one who is sucking YOUR cock, sweetheart, not the other way around. I wanted to thank you for being such a sweetie. I know you’re horny, I felt your hard-on last night and wanted to help relieve you of some of your stresses. Plus you’re sexy, you know you are, and I like sucking your cock. It tastes REALLY good.”

“I can’t,” he repeated with less conviction.

Her fingers curled around his shaft one more time and stroked it. “I know you want me, Davey,” she cooed, “just the same as I want you. Let me suck your cock, baby, huh? Let me do it for you.”

David sighed. “There’s another reason. I’ve met someone, Jill,” he told her.

That got her attention. “You’ve met someone?” she repeated. “Who?”

“A woman,” he said. “Her name is Kimberly. The woman I went on the date with last week. Jill, she is…different.”

The blonde woman currently holding his dick in her hand smiled warmly up at him. “You like her,” she said. “I can tell. I’m happy for you, Davey.” She sighed playfully. “God knows how hard I’VE tried to find a woman for you.”

“I wouldn’t feel right if we, you know…”

She grinned impishly. “If we had wild, passionate sex all night long?” Her eyes widened as realization dawned like a sunrise. “Davey, have you fucked her? Oh my god, you fucked her! Davey got lucky while Jilly was away, didn’t he? Yes, he did!”

Dave groaned. It sounded like she was talking to a pet cat. She loved to speak to him in that way, and had been doing it for years. “Wednesday night, actually,” he revealed with a grin.

“When do I get to meet her?” Jillian asked.

“Sunday. She’s out of town but comes back on Saturday night, and on Sunday I’m going over to her place to spend some time with her. But I want you to come out to dinner with us that night, Sunday. I want you to meet her.”

Jill blushed; she was obviously touched by his request. “I would love to,” she said quietly. Suddenly her eyes narrowed, the violet pools flashing like daggers. David knew this expression - arousal had just overtaken his friend.

“No,” he said firmly. “No, Jill.”

Jill pouted and planted a wet kiss on the head of his cock, which was still as hard as it ever was. “Please, Davey?” she mewed. “Nothing else, I promise, just let me suck you off. You can cum in my mouth if you want? You know, you’re the only man I have ever let cum in my mouth. Rick never got to and he was so JEALOUS. Please, let me suck you.”

“No,” he croaked, but she could have cared less.

Jill darted down and her mouth enveloped David’s cock, sucking it with unbridled, passionate force the likes of which would rival a vacuum cleaner. David shuddered and didn’t stop. His whole body shivered uncontrollably.

“Please, Jill…” He was swiftly losing control of his resolve.

More and more of his shaft disappeared inside her mouth, until the girl’s luscious red lips pressed up against his pubic hair. David was by no means the longest man on the block, but eight solid inches isn’t anything to cry about. Not to mention he did happen to be the thickest man on the block. Jillian deep-throated his entire shaft. The head pressed up against the muscles of her throat. David shuddered as she clamped her lips around the base of his shaft like pliers on a bolt, and slowly drew them up all eight inches of his shaft, sucking hard. When she reached the head, she thrust back down and began bobbing her mouth up and down his cock. Her tongued swirled about him, flicking wildly across the thick veins on his member.

She pulled away, breathing heavily, lips smeared with a glossy sheen. Her hands continued to fondle his balls.

David looked down at her with stricken eyes as his body tensed. She knew he was close, and she knew how to finish him. She pulled away, breathing heavily, lips smeared with a glossy sheen. Her hands cupped and fondled his balls, something she knew he loved.

Her face was merely an inch from the tip of his dick. He tried to speak but couldn’t, the pleasure was too intense. He began to tremble violently, and Jill smiled, loving the effect she was having. Her tongue lashed out and swirled the head of his cock. She knew that would finish it. She opened her mouth wide, eagerly anticipating the fruits of her work. David’s was the only cum she had ever allowed in her mouth and she relished every opportunity she had to taste him.

David cringed in ecstasy as white-hot liquid exploded from his swollen penis in thick, ropy waves. The cum struck Jill’s face at point blank range, washing over her hair, forehead, cheeks, nose, eyes and into her hungry mouth. David came, and kept coming for well near ten seconds as she sat frozen before him, taking his punishment. When the barrage ended, David’s body practically melted into the bed, drained, but Jill didn’t move.

She grinned lewdly at him through the veil of his cum. Cum coated her hair and forehead, juicy white gobs of it. Drops of it fell from her chin onto the bed, but she didn’t seem to care. She kept grinning at him, proud of her slut-like state, until she saw noticed a thin strand of spunk hanging from her nose. Her eyes positively fixated on it as it sagged farther, threatening to fall. Jill’s pink tongue, already coated in white jizz, trailed out to catch it. The strand drooped down further and further until it came to rest on the tip of her tongue. She drew the cum back into her mouth and swished it around before swallowing it.

“Mmmm,” she moaned as she came alive before him. Her tongue swept around her lips and chin and gobbled up the layers of cum on her face. Her hands shoveled the jizz in her hair and on her forehead into her mouth. She couldn’t get enough. “Sooo good…”

She scurried up his body and planted a wet kiss on his cheek. “Our little secret,” she whispered in his ear. “Don’t worry, Davey. I won’t take advantage of you anymore. I respect the fact that you’re serious about this girl.”

It looked like the guy getting the blow job was going to cum soon, but she kept stopping to get her breath because the eat she was getting was making her breath harder and harder. Finally, with a cock still in her hand, she began to moan and throw her head back as her body twitched from his licks. I could see that, just as she was starting to cum, he picked up the pace, and I’m sure this intensified her orgasm. Finally she put her free hand down over her pussy as a signal for him to stop.

When he stopped, he sat on the bed beside her as she sat up beside him with the cock still in mouth. and she continued to slowly stroke the cock. With her hand wrapped around the shaft, and her mouth pressed against her hand, she moved her and mouth over the hardness while he pumped his hips in time with her strokes. The guy sitting beside her wanted in some way to join in, but he had nothing to do, so he stroked himself gently as he watched her suck his friend.

Again the blow job was bringing the recipient close to cumming, and she would have none of that, so she stopped, got off the bed and kneeled on the floor, asking the blow job guy to get behind her. I could see her reach between her legs to direct the cock, and I could see on her face when she slit the head between her lips. Right away, the guy grabbed her hips and started pumping, slowly at first, but with increasing speed. She didn’t want to leave the other guy out, so she signaled him to come over and he lay on the bed in front of her, and she held his hard shaft and started stroking it. It wasn’t more than a few stroked before she directed it towards her mouth and started licking and sucking the head, and after making sure it was sufficiently hard, she plunged her mouth over the shaft and brought her head down over it as far as it would go. I saw that full hard six inches disappear into her mouth, and she had him swallowed down to his balls. She held her mouth there only for a second, then pulled up, grabbed the shaft and started stroking while she sucked on the head.

The guy screwing her was starting to get more excited because his breathing was harder, and he was starting to pound her pretty good, making it harder to keep the rhythm on the cock she was blowing. Suddenly I could see the guy that was screwing her thrust his hips hard and he pulled her butt tight against him as he started to cum inside her. Just as suddenly as he pushed against her, he pulled away, and he pulled out his cock and started stroking it so that the cum shot onto her back and cheeks. His hand was moving quickly over the shaft as he held the head against her, and he stroked for a few more seconds encouraging the cum out of his hard shaft, letting the last trickles onto her skin, and then he stopped leaning against her to relax and catch his breath.

She still hadn’t completed the blowjob yet, but she decided wasn’t going to finish that one either. The guy who just did her got up and sat down on a nearby chair, so Shirley was free to get onto the guy laying on the bed. Her legs were spread across his hips, and they were moving, rubbing his cock against her clit. I’m sure he wanted to feel himself in her, and Shirley had the same idea, so she leaned forward and held his cock guiding his shaft into her. She was already nice and loose, so she was able to sit right down on him, letting the hardness move deep into her. While she was sitting up on him, he reached up and held her breasts while she started rocking. She didn’t move quickly, and I could tell by the look on her face that this was more for the feeling of a cock inside her than the anticipation of cumming. She sat up there for quite a while, moving back and forth allowing the shaft to caress her, while he gently fondled her breasts. His cock wasn’t moving in and out a lot, but her rocking and twisting her hips was giving them both the sensation they needed. Every once in a while, she would bend over, and cupping her breasts, he would lick or suck on her nipples while he continued to flex his hips to in and out of her. After a while, I guess she could sense that he was working his way up to a cum because she started to move a little faster and she sat up straight to massage her clit with her finger. While doing this, a few times looked over to the guy on the chair, and when I looked, I saw that he was slowly stroking himself working himself back up to an erection. All the while, I was pretty horny and was temped to jump on him for a quick cum myself. But I held off, instead focusing back on Shirley.

At this point her hand was now moving fast and her hips rocking back and forth quickly trying hard to get herself to cum when suddenly the guy thrust his hips up, moaning as he came deep inside her. She continued working her clit and rubbed her nipple with her free hand when his hips thrust a second time. When she looked one last time at the guy stroking himself, she moaned as her body started to twitch as her orgasm enveloped her body, at the same time as his third thrust. By this time, the other guy was quickly stroking his full erection, and I could see he was ready to go again. He could see that Shirley was a bit spent from her orgasm, so he asked me if I wanted to have some fun with him. I was horny, but still was more inclined to record the action than participate.

He slowed down his stroking a bit, and when she finally rolled off her guy, the spectator got up to join back in. When she saw him walk over with his full erection, she got ready to get that shaft back inside her. Facing him, she sat at the edge of the bed with her feet on the floor. He came over and she was too low for him, so she propped herself up with a couple pillows and with his knees bent he was able to slide into her while he stood. My camera angel was mostly from behind, so I got a view of his butt between her legs flexing in and out. This was just too hot for me, so while I was recoding, I sat down on the vacated chair and I slid my free hand under my panties and I started to rub my clit. It was pretty moist, so I had no trouble slipping my finger down between my lips and in. I rubbed and caressed with the beat of his pumping hips, imagining the feel of a cock inside me. It only took a minute or so to make myself cum, much faster than the two of them, and I’m sure the sound of my moaning was caught on the mike.

When I got my breath back, they were still going at it, so I stood up to change the camera angle. As I walked over, I could see the guy standing was pumping her pretty good, while Shirley was reaching down with one of her hands rubbing her clit. I could easily see the shaft moving in and out and moving up, Shirley was playing with one of her breasts while the guy she just finished screwing was playing with the other. I think this was helping the guy who was standing, because it wasn’t too long until he came again. Again he pulled out as he started to cum and dripped the cum onto her, this time it was only a trickle onto her hair and belly.

I’m sure that Shirley was exhausted, but the guy who was playing with her breasts had a pretty good hard-on, so she started stroking it, and in turn he reached down and took over playing with her clit. As a result of his reaching over, his cock moved closer to her mouth, and she decided to guide him over and give him a bit of a blow job. They were both lying down, so it wasn’t very smooth, but she was able to work the shaft well as he played with her. I think the blow job was more of an encouragement to him to continue, because Shirley started moving her hips with his playing like she was going to cum again. He could sense that, so he work even harder, and when he slipped his finger in, her body flexed as she screamed out her last orgasm of the evening. It seemed to be pretty intense because she kept flexing as he played with her for a while. When he finally stopped, she immediately got on her hands and knees over him and wrapped her hand and mouth over his shaft and gave his a full hard blow job. It wasn’t long before his breath became deep and soon he flexed his hips and the shaft went deep into her mouth. She kept her mouth on his cock tasting all his cum as he pumped a few more times, finally stopping in apparent complete exhaustion.

All three of them were then lying back on the bed when Shirley finally got up and started putting on her clothes. The two guys took this as a hint, and they gathered up their stuff and got dressed. As they were leaving, she thanked each of them with a kiss. I hadn’t recorded all the action, but I think I got the best parts, and Shirley was excited as a kid on the way to a candy store just anticipating seeing what I got. I was too tired to go through everything that I recorded, but we took a look at a few clips, and we each headed off to bed, content with a job well done.

The next day was the scuba day. Because neither of us were certified divers, we had to take the ‘resort course’ where they teach us the basics, then we go on a dive that doesn’t go below 30 feet. It turned out to be an all day activity where we started with the pool training at 10:00 AM and headed out to the ocean at 1:00. When we went out, we went on three different dives, two being coral reefs, and the third being a shallow shipwreck. I got some pretty good shots, and we did a lot of swimming. In the 3 dives, we were in the water for a total of more than 2 hours. I was swimming around a lot more to see as much as I could and to get close-ups of as much stuff as possible. By the end of it, I was exhausted, and my legs were tired.

When we got back, I wasn’t in much of a mood for anything, so I just lay on the beach to catch the last rays the sun would give that day. When I got up from that, my body was aching, and I knew my evening would be short. Shirley, on the other hand, made a leisurely time of the dives and was still full of energy. I almost dreaded the thought of the fireside party that night, but fortunately there was again nothing. With a quiet sigh of relief, I went back to the cabin to read while Shirley headed off to the bar.

I wasn’t very long reading before my eyes couldn’t focus on the page anymore, so I closed my eyes in an attempt to sleep. I’m sure that I fell asleep, but it was fairly light because the slightest sound seemed to wake me. I’m guessing I was like that for an hour or two until I was suddenly awoken by sounds coming from the other side of the wall. Curious and ever voyeuristic, I poked my head around the corner to see Shirley sitting on top of a guy rocking back and forth. He was sitting up a bit so I couldn’t see his face, only his dark brown hair, but I could see his hands on her hips guiding her back and forth as his cock moved in and out of her. With each back stroke, I could make out only the slightest part of the base of his shaft, but when she moved back forward on him, he seemed to go deep as she grunted with each thrust.

I watched for a couple minutes as her moans started to become louder, and I could tell that she was ready to cum, when the guy moved his hands off her hips to her breasts as she pressed her body onto his hands. Her moans slowly became louder while he began to grunt with each thrust. Soon her body suddenly shot up and she pressed her hips down hard on his as her body twitched with the orgasm. Her hips quivered on his as she threw her head back and screamed with each wave. I couldn’t tell for sure, but it looked like he may have started to cum at about the same time, because his hips were pulsing against her and he seemed to have a firm grip on her trying to push himself deeper. When it finally stopped, she dropped herself onto him and let him hold her as she regained her senses.

When she lifted herself off of him, I could see that he in fact didn’t cum because, when she lifted off of him, his full erection dropped onto his stomach. With a smile, she moved down on him and started stroking and sucking his slick cock. With every few strokes she looked up at his face with a smile, and I assumed he was smiling back. It wasn’t long before his breathing became louder, and I could see him flex his hips as he push himself deeper into her mouth.

She pulled it out right before the first shot came out and quickly stroked as he gave a couple shots of cum into the air, landing on his stomach. Her stroking slowed down as a few trickles came out of the head, and then just held it and watched the last little bit come out and pool around her hand still gripping the shaft. She continued to hold the softening shaft and when she was sure that much of the sensitivity was gone, softly licked some of the cum off the head.

Thoroughly aroused from the show, I went back to bed and played with myself a bit, but fell asleep before I came.

I’m not sure how much longer it was, but I was again awoken by sounds on the other side of the wall. This time I made sure that I got the camera out so as not to disappoint Shirley. This time, when I peaked my head around the corner, I saw the guy standing behind her and she was bent over the bed while he was doing her from behind. I didn’t see what time it was, but I guess it had been quite some time since I was last awoke, because, to my surprise, it was a different guy. I was seeing him from the side this time, and I could clearly see that he had blonde hair where the other guy’s was brown. I wasn’t sure whether or not to be impressed by her, or think of her as a slut. In either case, I recorded the action for her later enjoyment.

As the guy was banging her, she was holding rather tightly to the bed frame. It was a perfect angle for me to see his shaft as it pulled out of her with each stroke, I could hear his hips slapping against her butt, and I could see her body shake with each impact. Over the sound of the slapping flesh, her groans were growing louder again, but before she came, I could see him starting to move faster until he flexed hard against her as he let out a loud grunt. Just for that moment he squeezed her hips tight against him, then he let go and again started pumping as fast as his hips would let him, obviously in the ecstasy of an orgasm. Feeling him starting to cum in her was probably all she needed, because just moments after he started with his orgasm, she started to cum. He had pretty much finished cumming and was pumping her slowly as helped her with her orgasm until it calmed down enough, and they were both content with him pressed against her. Once as her orgasm subsided enough, she turned around, and rubbed the cum-dripping head against her erect nipples until he started going soft.

There is something about seeing cum coming out of a cock that really turns me on, so I quietly went back to my bed, laid back and began to play with myself. I was really moist by this time, so when my finger moved down, it slit right in. My clit was pretty hot, so I moved over it gently as I slit my finger in and out of my moist warmth, imagining it as the hard cock that just finished filling my friend. I continued to imagine his hard body on mine and pictured his hand cupping my breast as he lowered his mouth over my nipple, with my hand and my mouth substituting for his. With every imagined flex of his hips, I pictured his shaft diving deeper, as my finger massaged my clit and insides. My eyes were closed by this time, and I imagined what they may be doing on the other side of the wall while I pictures having a man of my own. Suddenly in my mind, the man changed from being her guy to being Steve, and I could feel him inside me like the last time we made love. His touch aroused me as it did the last time, and his full erection went deeper each time he thrust his hips. Although the other side of the wall had not tried to be discrete, I tried to keep it quiet so they wouldn’t hear me. However, more than once I could hear myself moan as my finger danced over my clit and I couldn’t really stifle it as I came closer to cumming.

When I felt myself ready to cum, I stopped trying to be quiet, and between licks of my hard nipple, I moaned even louder as my finger worked its magic. I could feel it coming closer and closer until I finally felt the waves of pleasure radiated out as I quickly stroked with my finger. I arched my head back as I thrust my hips to envelope my finger, then I felt myself roll over onto my knees with my head pushing into the pillow and my hand still caressing between my legs. Waves moved across my body as I rolled forward on my head so my chin was tight on my neck and I rolled onto my side looking down at my hand moving between my legs. I reached a nipple to my mouth and lick and suck as I watched my hand, and I heard myself moan with each stroke, and between moans I continued to play with my nipple, until, with my hard nipple as deep in my mouth as it could go, my body started to settle down.

When things stopped, I realized that somewhere along the line I had closed my eyes. When I opened them, I looked up to see two smiling faces peaking around the corner at me. I was a little surprised and embarrassed, but Shirley just said ‘goodnight’, and they ducked back around the corner. I heard her guy getting dressed, she walked him to the door and the last thing I remember before falling asleep was the sound of her getting into bed.

The next morning I woke up a bit stiff from all the swimming the day before, but otherwise felt pretty good. Shirley, on the other hand, looked like death warmed over. She was in bed when I went to breakfast, and was still there until lunch when I got back from a morning on the beach. As it turned out she got a bit drunk, but when I asked her about her night, she remembered everything and knew exactly what she was doing. She told me that she brought this first guy back and got a pretty good lay out of him, but instead of calling it quits, she decided to head back to the bar. She had a lot to drink, and at about 4:00 in the morning, she brought the second guy back who had been hitting on her since before she came back with the first. As a result, however, she got very little sleep. Our shopping day had been cut in half, but by lunch Shirley was ready to go.

We did some major power shopping, all the while being careful about what we bought. There was lots of stuff that the locals would sell to you, but some of it like the coral is illegal to bring back to the States. We made sure that we bought, to the best of our knowledge, only legal stuff, and finished 5 hours of shopping with each having 2 full shopping bags of local cloths and souvenirs.

I felt good about the day. It’s amazing just how good shopping makes you feel, and with all the sex I saw Shirley getting, for that evening I was more open to the thought of the campfire orgy, if to participate only a little. I was definitely a horny and wanted something more that that half-assed attempt at a lay I got the first night. The more I thought about it, the more into it I was getting. I was actually a bit disappointed when there was not party again on our last night there. I had been building up the thought of sex for a while and was really in the mood to see other people getting it on, as well as getting some cock myself.

A lack of a party hadn’t stopped Shirley before, and we wouldn’t let that stop us now, so we headed for the bar. Shirley was happy to hear that I wasn’t going to be a bystander this time, and I was up for both of us getting a guy that night.

Things seemed a bit bleak for a while. There wasn’t much of a crowd, but that was mostly because the weekend was over and there were a lot fewer people there. It was probably around midnight before we found a couple guys who were actually nice (I do have my standards.) The four of us talked quite a bit, danced and had a few drinks, myself a few more than anyone else. I think, I should say I know I got a bit too drunk. As the evening wore on, I started suggesting that we should do a foursome. At first the guys didn’t really take me seriously (Shirley didn’t care), but I pushed the idea, and it didn’t scare off the guys, so that is what we did.

He smiled weakly. “I trust you, Jillian,” he said as he reached for a tissue from the night table and cleaned off her face, “and I still want to live here with you. I know you well enough to know you respect other people’s relationships. And we still are at the beginning of it, so I won’t hold…this against you. Even though you know I’m a sucker for you.”

She smiled softly. “I needed to do this, Davey. Almost more for me than for you.” She snuggled down into his arms and sleep came nearly as fast as David had.

IX.

The following afternoon Dave received word from Kimberly. The business trip she currently found herself entangled in would entangle her longer than was previously anticipated: she would be returning Sunday morning instead of Saturday night.

“Some rest and relaxation sounds fabulous,” she told him during their phone conversation. “I could use some after my trip. Why don’t you bring your friend along? Jill, isn’t it? I would love to meet her.”

David chuckled. “I’ll ask her,” he said. “She usually doesn’t like the whole third wheel kind of feeling. But I’ll ask her, maybe she’s feeling adventurous.”

Friday and Saturday David spent lounging around the apartment with Jill, watching old Jimmy Stewart movies and laughing at memories of days gone by. Jillian was a stunningly beautiful woman, and as a model the object of millions of men’s fantasies, but to David she was a beautiful person, too, and someone he cared deeply for. She was the closest thing he had to a sister.

“Kim wants you to come to her apartment on Sunday,” he told her as they lay on the couch. “Mr. Smith Goes to Washington” played on the television.

“Me?” she said incredulously. “She wants me to go with you? SHE wants ME to go with YOU? To her APARTMENT?”

David rolled his eyes. “Jesus, Jilly, it’s not like we’re asking you to walk naked through Central Park.” He grinned. “Although, haven’t you already done that?”

“No,” she said as she shot him a violet-eyed glare. “I was wearing a sea-shell bikini on that shoot.”

“Sea shells in Central Park,” he mocked. “A bastion of modesty, you are.”

Jill sat silently for a moment. “Fine,” she huffed, “I’ll go. But I want to make it perfectly clear to you, Mr. Sterling, that I am NOT going on your behalf. I am ONLY going to meet a woman who must be slightly off-kilter to see anything worth seeing in a jerkface like YOU.”

“Is that right, Miss Brubaker?” he said with a grin. “A jerkface?” He loved it when she got worked up. She loved it, too, although she would never admit it to him.

Sunday morning Jillian had a meeting with executives at her top-tier modeling agency, but she promised David she would join them later. David called Kimberly and the woman absolutely squealed with delight at Jill’s agreement to stop by.

Early Sunday afternoon David returned once again to the brunette woman’s apartment. Standing outside the door, dressed in a blue sweater, matching undershirt, and black trousers, his mind wandered into memories of his last experience inside the door he stood at, and his cock twitched in his pants. The door swung open and Kim leapt into his arms, smothering his mouth with her own. He embraced her tightly as she crushed him back, each relishing in the scent and feel of the other. Her tongue glided across his, gentle, probing, and oh-so-sweet.

Kim broke their passionate kiss. “I missed you,” she breathed into his ear. Her breath was hot and wet, and David shivered as he felt the blood rush swiftly into his loins.

“I missed you, too,” David replied.

The pair clung tightly to each other as they moved from the front door into the apartment. They collapsed as one body onto the couch, eyes locked deeply on one another’s. No words were spoken; they simply enjoyed themselves and the act of being together.

David was the first to break the silence. “I’ve been thinking,” he said.

Kim cocked her head curiously at him. “Thinking?” she repeated. “About what?”

A blush rose on his cheeks. “New York,” he said. “I might stay a while longer than originally expected.”

Her heart leapt. “How much longer?”

“Not sure, really. I suppose it depends on whether or not I can find a decent job to pass the time. A couple of months, most likely. If you want me to, of course.”

She smiled and placed her hand gently on his arm. “I would love for you to stay,” she told him. “I was so hoping you would.”

Before David could answer a fierce pain ripped through his head. He gasped and dropped his head into his hands, massaging his temples with his fingers. Kim sensed his pain instantly and lay her hands on his shoulders to help soothe him.

“What’s wrong, Dave?” she asked, concerned.

David managed a weak grin. “Migraines. I get them from time to time, and when they come they come on something fierce. I usually just splash some water on my face and that helps, for some reason.”

Kim looked compassionately at him as he rose to his feet and headed back for the bathroom. Once there he pooled cool water from the faucet in his cupped hands and drew the pool to his face. A successful home remedy, David had found.

“If you want some pain reliever its in the white box under the sink,” Kim called out from the other room.

David glanced down and saw the box sitting on the edge of counter. She must have left it out, he thought. Normally he did not take pain pills, but seeing as how he wanted his headache to go away swiftly so he could talk unobstructed to Kimberly, he went ahead with it. He tossed three of the little white pills in his mouth and gulped them down without the need of liquid. He rejoined Kimberly, feeling a little bit better already.

The two chatted animatedly, each relaying the events of their last few days. All David had to speak of in terms of eventful happenings was his trip to visit his old friend. Kim, however, relayed the entirety of her business trip - including the parts where men and even women made passes at her.

“Women?!” David cried incredulously. “Women hit on you?”

“All the time,” she remarked with a grin.

David paused. “Have you ever…you know…?”

Kimberly’s grin grew even wider. “Tell me about your friend, Mr. Nosy Man,” Kim told him, changing the subject but maintaining her huge grin. “She’s a model, you say?”

David sighed. The previous discussion thread was a lost one. Obviously she would tease him with it for a long time to come. “Yea, print work mostly, although she has done some television. She was a guest on House of Style the other week and she’s made the talk show rounds. Craig Kilborn has proposed to her twice already on the air.”

Kim cocked her head at him. David loved the way she did that, whenever she was curious or inquisitive about something. “Wow,” she said thoughtfully, “she must be more famous than I thought.”

“Most people would recognize her if they saw her,” David said.

“What’s her name?”

“Jill.”

“Jill what?”

“Brubaker.”

In one instant Kimberly’s entire demeanor changed. Gone was the lingering amusement over their previous conversation. Gone was the thoughtful inquisitive look David loved so much. Gone was any semblance of any emotion - except that of pure shock.

Her mouth gaped open as she stared at him. “Your friend,” she said slowly, “one of your best friends in the world, is Jillian Brubaker.” As was a common thing for Kimberly to do, it was more of a statement than an actual question. “The Jill Brubaker from Victoria’s Secret and Sports Illustrated. The Jill Brubaker who is tall and blonde with a body to die for and who just happens to be one of the most beautiful women in the world. The Jill Brubaker who has the most gorgeous set of eyes - violet eyes - ever created. That Jillian Brubaker?”

David grinned. He found himself grinning quite frequently when he was around Kimberly. “That’s the one.”

Kim was still suffering from extreme astonishment. “And SHE is coming to MY apartment. Specifically to meet ME.”

“That’s funny. She had the same reaction. But you DID invite her. And so she IS coming.”

Impossibly, Kim’s face seemed to actually increase in its ability to convey shock. Her eyes went wide and she stared at David, seemingly looking at him in a new light. Suddenly David didn’t know if he liked where this was going.

“Oh my god,” Kim breathed, “you’re David.”

He frowned. “Yes,” he said, “I am.”

“No, you don’t understand. I have always admired and respected Jill Brubaker. I think she is stunningly attractive and I’ve sort of followed her career. I’ve read a few interviews with her and always wondered who the mysterious guy she always talked about was. David. He’s you.”

“Kim, I hope you don’t think that…”

She smiled and raised her finger to his lips, effectively cutting him off. “I know what you’re going to say,” she said, “but don’t worry. I don’t. I’m not talking about anything like that. It just came as quite a shock. I’ve always thought of her as a wonderful woman and now I get to meet her. And she is quite famous, after all.”

David’s eyes suddenly felt heavy and he blinked rapidly. “She is famous,” he said, “but honestly she is twice as interesting when you think of her as Jill, and not ‘Jill Brubaker’.”

“I will, sweetie,” she said with a smile as she rose. “Just give me a few minutes to get used to the idea. It is a rather surprising thing to learn - that a man you are seeing is the best friend, former and probably still friends-with-benefits lover, and present roommate of the most strikingly gorgeous supermodel in the world. Back in a second.”

She scampered off to the bathroom with a spring in her step. David never realized how strange it sounded - he was living with his former lover, a world famous supermodel. Most women’s self-esteem would have plummeted upon learning that fact; Kim’s seemed almost to have improved.

Fatigue washed over David suddenly, his whole body sapped of energy, and he lay his head back to rest a moment on the couch. His eyes had barely closed when he felt a rough hand shaking his shoulder. “Hey, sleepyhead,” Kim’s voice said loudly in his ear. “Wake up, I think I know what’s wrong with you.”

David struggled to open his eyes. He had not known he was this tired. A few minutes ago he had seemed fine. Finally he pried his eyes fully open. Kim stood before him, holding the box of white pain pills.

“No, they’re not,” she told him with an amused smile.

“What?” he asked, his voice deep and throaty.

“They’re not what you thought they were. They’re not my pain pills. My pain pills are under the sink, where I said they were. These pills are my codeine pills, I take them with me when I travel for business in case I get sick. Codeine knocks a person out of commission. Sometime they sleep for hours. How many did you take?”

David smiled lazily. “Three,” he told her.

Kim grinned. “Dave, you’re not going to hold up. You’ll be asleep before Jill even gets here.”

David hardly heard her. His eyes fluttered shut and he smiled. From somewhere far away he thought he might have heard the door bell ring. He drifted silently off the sleep.

X.

Laughter.

The first thing David could muster up enough consciousness to focus on was the sound of laughter. Female laughter, light and musical and very warming. His eyes still felt heavy, his body even heavier, and in one of those odd little examples of the human mind’s capabilities, David actually awoke without opening his eyes.

“Men are assholes.” Kimberly’s voice, he could tell. She was close, but not too close.

“Big time.” He registered the voice: Jill.

David cracked one eye, the light being much too bright for him to open it completely. He peered out through the veil of his eyelashes - which were very long and quite envied by many women, but which also provided much cover; he could watch the room and for intents and purposes appear totally asleep.

Kim and Jill were sitting on the floor a few feet from one another. Jill was leaning back on her hands, her legs sprawled comfortably out in front of her. She wore gray sweatpants and a tiny white t-shirt. Kim lay on her side, head propped up by her elbow and hand. She wore tight blue shorts and a loose long sleeve shirt. Both women looked like they had been talking for a while, a long while, and no doubt the subject now was Jillian’s recently failed romance.

“You know, it’s sad,” Kimberly was saying, “how many men there are in the world and how few of them are worth anything. How are women supposed to find the ones who are worth something and who are not yet taken?”

“Speak for yourself, lady,” Jill said wryly, “you’ve found one of them. You’re in the clear.”

They paused; David could feel their eyes burning into him. Kim broke the silence. “He is wonderful, isn’t he.” More a statement than a question.

Jill sighed. “He is the best man I know in this whole world, bar none.” David was deeply touched by her words. Despite caring for someone and knowing they care for you, it is still good to hear them say it sometime.

“You care about him deeply, don’t you, Jill.” Again, more a statement than a question.

Jill sighed again. “I’ll be honest with you, Kim,” she said, “because I like you and I know David has already fallen head over heels for you.” Kim blushed as Jill spoke, but continued to listen. “I love David and I always will. He is the kindest, sweetest, most human man I have ever met. He is loyal, generous, and warm, but still knows how to speak his mind. The things I have seen this man do for other people would bring you to tears. I mean, you already know he left his entire life behind to come to New York, and for what? Because an old friend is having a tough time with men. Without him here, I’d be a basket case. Because he’s here, I’m happier than I’ve been in a long time. So again, to answer your question, I do care deeply for David: I love him.”

Kim smiled softly. “I could tell all of that already, Jill. The one thing I don’t know is why you two aren’t together.”

“Because we wouldn’t work like that,” the supermodel replied. “We tried it once and for those three months it was wonderful, but…we just knew we weren’t meant to be together in that way. He’s a homebody, honestly, and I like to be on the move, to travel, see the world, live the fast life. I never want kids, never, and David wants four. I love David, but I don’t love him the way a WIFE would. I love him the way a SISTER would.”

Kim grinned. “An adopted sister, that is. One who could still molest him at her leisure.”

Jill grinned right back. “Well, yes, I have to be able to use him for that…I mean, he IS a hottie. Look at him.”

Again David felt his ears start to burn. He felt a little guilty about eavesdropping on the conversation, but then again, who wouldn’t?

“I feel I should warn you about something,” Jill said with a hint of amusement in her tone. “Women have always seemed drawn to David.”

Kim rolled her eyes. “I’ve noticed that already. Why is that?”

Jillian shrugged. “I think it’s because they all sense the ‘goodness’ in him. I mean, he’s smooth once you get to know him, but initially he’s always been shy around women. I think all women can see, whether they want to or not, how good a man he is and they are all completely attracted to it. To the point where they grow almost brazen.”

Kim apparently was not done in her quest for information. “How did the two of you meet?”

Jill giggled. “I met David when I was sixteen,” she said. “He was seventeen and a junior at one of my school’s arch rivals. I was a sophomore, but I was young for my grade. This was in Los Angeles so volleyball was one of the big sports. He was an awesome volleyball player when he was younger, you should have seen him - he still is, actually, but more on the beach now.”

Kim leaned forward intently. The women were now less than two feet away from each other and giggling like little gossiping school girls. Jill’s voice dropped, as if what was being discussed was some big conspiracy.

“I saw him playing volleyball one night and thought he was hot, but back then I was gangly and kind of a dork –”

“You?! Jillian Brubaker? Kind of a dork?”

Jill grinned sheepishly. “I know, I know. Now I’m a model. But in high school everything is different. I never thought an older boy like DAVID STERLING would talk to ME. But a couple of days later I was in the public library, reading Hemingway’s Old Man and the Sea, and he sat down next to me and starting talking about the book.”

“He was reading it the night we met,” Kim said. Her voice was soft and warm. David desperately wanted to jump off the couch and sweep her into his arms, but he was riveted to the conversation.

“He reads it at least once a month,” Jill told her, “he loves it. Anyways, we quickly became close friends and hung out all the time for like a year. And then when he was a senior he asked me to go to the Prom with him. He was the perfect gentlemen all night long. He knew I was a virgin and never even tried once to get into my pants. We did kiss and make out some, but that was all he knew I was ready for.”

David could just make out Kimberly’s face through the narrow slit of his eye. She was making that goofy girl face, so happy and emotional she looked almost ready to cry.

“How sweet,” she said with genuine feeling, and her voice lingered over the words. “Please, continue.”

“Well, he went off to college at USC. I was still in Los Angeles so we saw each other all the time in a non-romantic, best friends kind of way. But when my own Prom rolled around, I wanted to make it memorable. I invited David, of course, and that night I asked him to take my virginity.”

Kimberly gasped. “David popped your cherry?” she repeated, and then she grinned wickedly. “That little devil.”

“Not only that, I had gone nowhere with a guy before, only some kissing and heavy petting. I had never given a blowjob, never been eaten out, never done any of that. David was my first for all of it. To this day it is still one of the nicest nights of my life.”

Kimberly scooted closer to Jill and took her hand. The women were mere inches from each other. “I suppose I should be jealous of the relationship you two have,” she said. “Many women would. But I respect the way you feel about him and I respect the way he feels about you, and the history you have. Now, I just want to be a part of it. I really like both of you, you are both very good people.”

Jill blushed and David nearly choked; Jill rarely blushed for anyone but him. “Thank you, Kimberly,” she said. “The reason I told you this is because I feel the same way about you. And I know David is really smitten with you. I don’t think he realizes it yet, but he’s definitely in love with you.”

“It’s only been a couple of weeks, Jill,” Kim reminded her.

“I know, but I know David. I’ve seen the way he looks at you. And also –” The blonde 24-year old shot a quick glance David’s way, and he knew instinctively what was coming next. Impossibly, Jillian’s voice dropped even lower. David had to strain to hear her words. “A couple of nights ago I was really horny and wanted to fuck. Normally, having David here is great for that, we’re both comfortable with it and have been down that road before without ruining, in fact it almost seems to strengthen, our relationship. And, as you know, he’s really good and has the thickest cock ever. But a couple of nights ago, when I basically threw myself at him, he told me no.”

Kim’s jaw dropped. “David turned down sex with a goddess like you?”

Jill grinned. “Yep. He told me he’d met someone…”

“Wow,” Kim breathed. She cocked her head and looked at Jill intently. “How did you satisfy yourself then, if you were so horny?”

Jill huffed. “I couldn’t,” she lamented. “I’m still horny as hell. I need a cock really bad, and now you’ve stolen the one piece of meat I had away from me.”

“Well, don’t you have any girlfriends to help you with that?” Kim asked very casually and David nearly gasped out loud in shock. Jill was obviously taken aback, as well. As she tried to think of some way to respond, Kim’s hand fell onto one of her legs. Kim smiled sweetly at her. “Sometimes that can be much better.”

Kim’s hand began stroking Jill’s thigh as the supermodel stammered, “I never…I don’t think…are you…”

“Am I horny?” Kim replied quietly. “Very.”

David watched Jill’s face run the gamut of emotions. First shock, then anger, then wonder, then apprehension, and then - to David’s absolute disbelief - what looked a lot like arousal. Her breathing quickened and her eyes never left Kimberly’s. “What are you saying?”

Kim smiled softly. “You’re horny,” she said, “and so am I. Not to mention I’ve always thought you were one of the most beautiful women in the world and have often fantasized about what being with you would be like. Now I have the chance, and knowing how warm and friendly a woman you are in person, I’m jumping at it. Have you ever been with a woman before?”

“No.” Jill’s voice wavered.

“Have you ever thought about it?”

Jill turned a shade of red so deep it broke the boundaries of human coloration. “Yes,” she whispered meekly. “All the time.”

“Let me show you how wonderful it can be.” Kimberly leaned over and brought her face close to Jill’s.

Jill tilted her head slightly and Kimberly’s lips found hers and her body trembled as the older woman nibbled gently on her lower lip. Electric sparks shot through her limbs as Kim’s tongue grazed along her lower gums. David could hardly believe what was happening. Here he was asleep on the couch as his new girlfriend was kissing one of his best friends - another girl! And they had only just met!

Kimberly broke the kiss first. “Did you like that?”

“Yes,” Jill breathed.

“Would you like mor –”

Jill cut Kimberly off by leaning forward and planting her lips firmly on hers. Kim’s lips melted into Jill’s and her body sagged in arousal. If she had been standing, her knees would have buckled for sure. Jill’s exploratory tongue crept into Kim’s mouth, where the brunette met it with her own. Kim’s hands cupped Jill’s face as their wet tongues slivered and danced together for quite a long time.

“Lovely,” Kimberly moaned once the kiss ended. Their lips hovered less than an inch apart, their foreheads pressed together. “I love the way you kiss.”

Jill was long past words. She leaned in again and pressed her mouth to Kim’s for another frenetic kiss. Her hands wrapped around Kim’s shoulder and squeezed tightly.

“Hhhhmmmm,” Kim mewed into Jill’s mouth. She broke away, breathing hard. “Gorgeous,” she whispered almost to herself before she cupped the blonde girl’s chin with her hand and closed her mouth over Jill’s. Kim thoroughly explored the inner walls and tasty recesses of Jill’s mouth with her curious tongue.

Again, Kim broke away, but this time, she rose to her feet. The corners of her mouth turned up in a smile as she grabbed the bottom of her loose long sleeve shirt and tugged it upward. The cloth slid lazily up to reveal a flat, toned stomach, and Jill licked her lips as the brunette woman’s swollen breasts plopped down into view, free of their concealment and sans any constrictive bra. The round melons jiggled invitingly as the shirt went up over the top of Kimberly’s head, leaving her upper half completely bare.

David’s cock, which up until now had been twitching a bit, grew rock hard at the sight of the woman’s magnificent tits.

“You have wonderful breasts,” Jill said admiringly, her voice a little husky. “Very large.”

“34D, sweetie,” Kim said with a playful grin. “And yours look to be just as big. Stand up and let me see them.”

Jill grinned back and jumped to her feet. “32D,” she giggled, “and totally real. Apparently my tits are an anomaly of nature. Heidi Klum tells me how much she envies them, and Heidi’s are fantastic.” She stripped her own top up and off her body, and her own firm breasts spilled out of their confinement. Her tiny pink nipples were shriveled and compact, and jutting out almost half an inch. Jill Brubaker really did have the most phenomenal pair of tits in the world. Totally stacked without an ounce of sag and completely natural, the envy of women and the sought-after holy grail of men everywhere.

Kimberly nodded appreciatively. Suddenly she unzipped her shorts and wiggled out of them, drawing her blue thong panties down with them. Her breasts swayed as her body shook back and forth, and David almost broke his cover to go take them into his hands. An image of his cock wedged between them, pumping back and forth, struck him and he had to stifle a groan.

Kimberly kicked away the remaining clothes and stood naked in the center of the room. Jill’s eyes ran up and down the brunette woman’s body. Her slender shoulders - her grapefruit sized tits - the outline of her ribcage and her flat stomach - the v-shaped area and thinly manicured patch of brown curls dipping into the junction of her thighs. Kimberly exuded sexuality out of every pore. The craving for another woman’s touch was growing almost uncontrollable in Jill; much stronger than it had ever been with any man except for David. She stepped forward but Kim held up a hand.

“Stop,” she commanded, and Jill did so. “First, take off your pants. I want to see the rest of your beautiful body.”

Jill grinned lewdly. She swiveled slowly on her heels and hooked her fingers into the waistband of her sweatpants. She spread her legs a little and bent herself over at the waist in one of her favorite sexy modeling poses. The blonde bombshell slowly slid her sweatpants down, down, down her legs, revealing to David and Kimberly’s salacious stares a pair of miniscule black panties. Scrumptious, David thought. Jill’s butt and legs were perfect. Her thighs and calves were muscular, a gymnast’s legs, but not too much so, and had not a trace of fat on them. Her palms slid up her legs until she was arching her back, her fanny pushed out towards Kim, which also happened to be towards David as well. He could see the furrows of her vagina beneath the silky band of her panties.

Jill dropped her panties down around her ankles in one smooth stroke and spread her legs as far as the shackling underwear at her feet would allow, totally displaying herself to the roaming eyes she thought only belonged to Kim. Her arched back formed a right angle with her legs and she looked nothing like the supermodel she was and everything like an Internet porn model selling her pussy to the camera. He’d never seen anything as beautiful as the girl’s quivering honeypot. Jill’s left hand ran up her thighs and over the golden tuft of pubic hair, and flickered across her slick vagina.

David gazed upon the supermodel’s soft, velvety underside for the first time in months and the sight nearly sent him over the edge without any physical stimulation. A neatly trimmed patch of blonde pubic hair sat in a pointy vee just above her long, pursed vaginal lips. David was surprised to see juice dribbling out of her slit - the girl was already moist between the legs.

The little minx’s ass began to twist as she shook it with a series of sharp but subtle jerks. Her breasts jiggled as her body gyrated. David studied the airborne curve of his close friend’s ass. It was flawless, perfectly heart-shaped and very enticing, her cheeks like little apples. He couldn’t quite make out her anus, and because of the events with Kimberly a few nights earlier, he found himself desperately wanting to examine that region of Jill’s body.

Kimberly lunged forward and slapped Jill’s ass and Jill shrieked and laughed as they fell onto their knees in front of each other. Jill’s fingers interlaced with Kimberly’s, and Kim pulled their entwined behind her own back.

With her back slightly arched, Kimberly’s orbulant tits squished against Jill’s own voluptuous chest as she tilted her head and again brought her lips onto Jill’s. Any lingering nervousness the 24 year-old may still have been feeling melted away into desire as Kim began tenderly kissing her. Jill experimentally pushed her tongue into Kimberly’s silky lips and felt it ride into the woman’s mouth. The brunette vixen’s tongue joined hers in a hot twirling duel before following Jill’s back into her own mouth.

As Kimberly’s tongue probed deeply into her oral cavity, Jill felt Kim’s hands release her own. Kim’s athletic arms wrapped around Jill’s just above her elbows, effectively trapping them at her side as the woman’s smooth hands explored her supple back. The helplessness of her position only heightened Jill’s excitement. Her pussy was already slick from the excitement of her first female experience but the way Kimberly had just taken control of her body felt strange and just as delicious. The older woman’s darting tongue exited her mouth and both gasped for air as their lips separated.

“God, that makes me so hot,” Jill murmured as Kim pulled her body tighter against her. Kim’s lips were kissing their way down her right jaw line, back toward her ear.

“Tell me what you like,” Kim whispered into her ear, “tell me how you feel, tell me what you want me to do.” Kim wanted Jill to open up to her, to lay herself open without fear; she wanted just as much of Jill as David had, so that she in turn could know David better. Not to mention the thought of munching on Jill Brubaker’s twat was nearly making her cum with delight.

Jill moaned as Kim began nibbling on her earlobe, and she closed her eyes and enjoyed the sensations as her hands grappled for Kim’s lower back. Kim began running her tongue around the hard cartilage of the girl’s outer ear.

“Do you like this?” Kim purred. Jill moaned out an affirmative.

Kim relaxed her hold on Jill. “Lay down,” she ordered as she used her right arm to pull the blonde strumpet across her body. The two women slumped to the floor, Jill on her back with Kim draped over her, their smooth nude bodies sliding freely along each others.

Jill hooked her arms around Kim’s neck as the other woman kissed her again, the lips mashing wetly together in another soul-searching kiss. Both women could feel the passion rising, and both women felt their bodies tingle in anticipation.

Kim grew emboldened by the lustful tongue warring and slid her right knee over between Jill’s spread legs. Jill shrieked in pleasured surprise as Kim’s thigh rubbed up against her saturated slit, and reciprocated the gesture by planting her own knee directly on Kim’s pink gash. Soon both women were enjoying the stimulation of a leg grinding at their cunts.

Suddenly Kimberly pushed Jill’s arms up above her head and used her left forearm to pin Jill’s left hand to the floor. Her right hand firmly gripped Jill’s wrist.

“What are you doing?” Jill asked breathlessly, more than a little apprehensive - and much more than a little excited by what Kim was doing.

“I don’t want you to move your hands,” Kim said as she ran her right hand down the side of Jill’s flushed face and onto her slender neck. “I want you to let me pleasure you…”

Jill moaned, and moaned again as Kim ran her fingers down onto the mound of Jill’s left breast; with her hands above her head, the blonde woman’s tits had spilled off to the sides a little but still maintained a decent height off her chest. Kimberly’s palm swirled over Jill’s small, pink, stiff nipples and the supermodel whinnied in pleasure.

“You’re nipples are so hard,” Kim said huskily. “I’m going to suck on them.”

“Oh, yes, please do it,” Jill hotly encouraged as she raised her head and looked down between them.

Kim scooted down Jill’s reclining form and jerked her head up and back to send her hair over her left shoulder; she wanted Jill to have an unobstructed view of her face. Her hand squeezed the flesh around Jill’s left nipple up into a small cone and moved her lips down onto it.

“Mmmmmmm,” Jill trilled as Kimberly’s tongue teased her sensitive nipple. The simulated dominance and restraints that she was allowing Kim to exert over her combined with the brunette vixen’s oral stimulations sent shivers down her sexy body. Her head fall back onto the ground as she felt Kim’s mouth suck half of her tit into her hot mouth.

Kim suckled on Jill’s soft mammary flesh as her right hand slid down Jill’s heaving flank. Jill had continued to thrust her moist honeypot up against Kim’s slippery leg, and Kim wanted to bolster the blonde woman’s pleasure with her fingers. Jill’s reddened nipple fell from her mouth as Kim looked down to watch her fingers slide into the blonde tendrils of Jill’s muff and then farther, over the edge of her pelvis and onto her juicy slit.

“Oooohhhhhh, yyyyeeeesssssss,” Jill groaned gutturally as the fingers slowly masturbated her shiny pink folds. Her gasps grew quicker and quicker. She imagined what else Kimberly had in store for her as the night progressed. That thought alone tossed her off of the cliff and into the sea of sweet release.

“Ooooooaaaaaaahhhhhhhhhh!!!” Jill bucked her hips into Kim’s fingers as her first orgasm of the night broke over her like a tidal wave. Her body coiled as her muscles strained upward. “OOOHHH MMYYY FFFUUUCCCKINNGG GGOODDD!!”

Kim’s head swept down and she sucked a nipple into her mouth, bit hard, and then spit it out. Her off hand roughly palmed the other breast as the object of her assaults continued to write beneath her.

“Cum, baby, fucking cum really hard!” Kim squealed as she watched her new lover torque her body this way and that. She mashed her own brunette-haired pussy tighter against the blonde’s thrashing leg. The friction and Jill’s moans nearly took her all the way, too, but she fought it off.

Jill’s body spasmed once more and came to rest on her side, her swollen and flushed breasts lolling against the floor. Kim gave her no time to recover. She rolled Jill back onto her back and pinned the woman’s arms beneath her body, her hands wedged under her tight bottom, arching her back and shooting her adorable breasts up at the ceiling.

“You are just the sexiest thing I have ever seen,” Kim said as she moved down into position. Jill’s hips were slightly elevated off the bed.

“Do…anything…you want…to me,” Jill panted, and meant it fully. Emphasizing her words, she dropped her knees to the mattress in a lewd display of her remarkable flexibility, wholly revealing her juicy cunt.

Suddenly Kim stopped and a wicked grin again crept over her face. Her thoughts were on a position David had placed her in a few nights earlier and she badly wanted to do the same Jill: she wanted to bend her completely in half. She reached down and plucked Jill’s legs up off the floor, gripping them just below the knees. Bringing them together, Kim pushed them up and back toward Jill’s bosom in the same way David had recently done to her.

Jill’s body contorted as her legs were pushed way up over her head. The gymnast in Jill took over and to Kim’s utter amazement, she grabbed her own knees and deposited them under her armpits. Jill’s toned stomach was crisscrossed with wrinkles, her knees were pressed into her sides, and her feet were actually behind her head with her legs bent back and secured under her arms.

Kim had never seen a woman so lewdly displayed. Jill looked like a Chinese contortionist with her body bent completely in half and her ass turned up to the air. Her glistening pussy quivered with the anticipation of what Kim would do to her in this position.

Kim shivered as a fresh wave of arousal swept through her; she realized Jill Brubaker, world famous supermodel and the sex fantasy of millions, was now her personal fuck toy, her new favorite fuck buddy.

Kim dipped between Jill’s slender thighs and leaned over to lovingly kiss the blonde woman’s tummy. Kim’s fingers slid in feathered strokes up Jill’s ribcage to touch and tweak her sensitive nipples again.

“Oooohhh,” Jill murmured as Kim’s tits grazed across her crotch. To Jill’s surprise, Kim redirected her movements and began moving her weighty boobs up and down over the mound of Jill’s vagina.

“Mmmmm, that feels good,” Jill gasped as the juice between her legs began to flow anew.

“Nice, yes? Tell me if you like this.” Kim straightened up somewhat and used her right hand to steer the hard thimble-sized nipple of her right breast into Jill’s soft inner labia. She ran it up and down the entrance to the supermodel’s pussy as her left hand tickled the woman’s flat stomach.

“Mmmmmm, oh, go higher, yes, oh, oh, yes, rub it on my clit, Kim! Mmmmmm, oh yes! Yes!”

Kim looked down at Jill’s pleasure-induced face and continued sliding her stiff nipple over the woman’s love button. “I’m fucking you with my breasts, Jill. Do you like my nipple, baby? You’re making it harder and harder…ooohh, yyesss…my little nipple is soaked from your pussy.”

Kim pulled away and grinned down at Jill, who watched her with a purely animalistic expression. The older woman slid her palm under her own breast, the breast which had just masturbated Jill’s little hole, raised it up and licked Jill’s sweet nectar off her own nipple.

Kim’s knees weakened at the touch of her own tongue and she nearly toppled. She regained herself, and saw Jill watching her through lust-slit eyes. “I’ve got the taste of you in my mouth, Jill. Time for a taste from another source.”

Kim’s hands stroked down the backs of Jill’s thighs, which were easily available to the caresses thanks to the pretzel-like position the blonde bombshell was in.

“Ohhhh, please have a taste, Kim,” Jill pleaded. Kim had always had an affinity for lots of naughty talk during sex and she was happy to see Jill did, too.

“I will,” Kim promised.

She ran her right hand softly over the smooth cheeks of Jill’s bottom, stroking both lovingly before spreading her fingers out on each and grabbing a fierce handful. Kim jiggled Jill’s ass frenetically for a long moment, then ran her palm up over the woman’s puffy pink folds. The blonde hottie’s slit was oozing a steady flow of her fragrant love liquid and it trickled down into the crack of her ass. Kim could feel herself growing slick and urgent as she put her new lover through the paces.

Kim’s fingertips kneaded Jill’s sex, mashing and spreading the rubbery folds. Kim could tell the woman would be deathly tight - everything about the woman’s body was as tight as could be. As Kim thought about it she worked a thin finger into Jill’s cuntal opening. Even just one finger felt pleasurably suffocated inside Jill’s pussy. She pushed and pulled her fingers in and out of Jill’s buttery 24 year-old pussy, and Jill’s ass began grinding around in a circular motion.

“Oh, baby, fuck yourself on my fingers,” Kim whispered hotly.

Jill loved the feeling of Kim’s slender digits probing her enflamed sex cavity. The fingers fluttered rapidly around the squishy lining of her interiors. Suddenly she withdrew her fingers and Jill left out an audible wail. The wail turned into a scream when Kim began jack hammering three fingers into Jill’s saturated slit, stuffing them to the hilt inside her over and over again.

Giving Jill no advance notice of her actions, Kim slid her fingers out and planted her mouth on the woman’s muggy snatch.

“AAHAHHAHHHAHH!”

David was going stark raving mad where he lay. His cock was harder than it had ever been but feeling terribly neglected - he would not be able to take much more of this voyeuristic activity without handling himself. He could feel the blue balls starting to set in.

After all, his beautiful new love interest was on her knees with her busy mouth mashed on his best friend’s vulgarly displayed crotch. Jill’s legs were bent at the knees and pinned beneath her armpits as Kim’s hands groped her ass. Her hips strained to raise her butt up even higher, and harder into Kim’s frenzied mouth. “OOOHHHH, MMMMMM, uh huh, mmmmm, ohhhh, oooooOOOOOOOO,” Jill whimpered up at the ceiling in a non-stop litany of excitement.

Kim moved her face back slightly from Jill’s squirming butt and her tongue flicked out and ran slowly from the bottom of Jill’s inner labia to up near the top. You could almost trace its course from Jill’s reaction.

“Ohhhhhhh, mmmmMMMM, AAAAAAHHHHH!”

David saw his lover smile in an almost evil way at Jill’s enjoyment of the cunnilingus assault. “Your pussy tastes so goddamn good, Jill,” she mumbled as her wet sinewy tongue delved between her pink pussy lips and spread them apart by flattening itself out over her hardened clitoris.

“OOOOOH, OH, GOD!” Jill squealed as the tongue began corkscrewing against her quaking vaginal aperture. She had no idea what she was saying any longer; gibberish became her first language. Kim’s mouth enveloped and sucked hard at her pussy, applying itself like a powerful vacuum. She felt a stray finger slide along the crack of her ass and brush against the little rosebud at its center. She shrieked and shivered as the finger pressed up against her puckered anal opening. Her hands ripped at the carpet as she humped her body into Kim’s slurping tongue.

In one calculated maneuver, Kim bit down lightly on the protruding nub at the center of the blonde bombshell’s sexual being. At the same time, her finger plunged up into the virgin territory of Jill’s ass.

“YYYYYYYEEEEIIIIIIEEEEEE!” Jill wailed as fireflies of light exploded under her eyelids. Her back arched sharply and her body rippled, her legs flying loose from their place under her arms and whipping out into the air. They landed after moment of uncontrolled spasming on Kim’s shoulders as the brunette woman still munching on her muff gave up any hope of containing them further. sucking stepsister gave up on trying to hold them up any longer. Instead, Kim planted her hands firmly on Jill’s hips and struggled to keep her face buried in her convulsing lover’s flooded snatch.

David watched in awe as Kim’s mouth rode Jill’s jerking hips up and down on the floor. When the paroxysms had ceased, Kim gave Jill’s soupy slit one last languorous lick and crawled up her body to lay by her side.

Jill rolled partially towards her and David continued to watch as their lips met in a tender exchange. The spit swapping grew more impassioned immediately and soon Kim was cramming her tongue into Jill’s mouth. She felt the blonde sexpot suck on it as the two wrapped each other up in a tight embrace. The two women couldn’t get enough of each other. The kiss broke suddenly and the two women sagged against the carpet, struggling to breathe.

“I can’t believe that happened,” Jill panted with genuine shock, almost embarrassment.

“Wonderful,” Kim breathed into her ear.

“What if Davey woke up while we were doing that?” the supermodel wondered. “What would he have said?”

“He would have cum in his shorts.” Kim was never one to mince words.

Jill giggled. “Come with me,” she whispered, and rose to stand. Kim rose with her. At six feet and all legs, Jill was easily several inches taller than the older woman. The two women looked phenomenal standing nude next to each other. David again stifled a moan as his cock throbbed painfully.

The two girls scampered off in the direction of Jill’s bedroom.

David cursed to himself and wondered how he should handle the situation. If he “woke up” now, the timing would have been just a little coincidental. Both women were smart, too smart not to figure it out.

He heard giggling in the other room and silently berated himself yet again. The throbbing in his cock would simply not dissipate and it was completely his fault. That should teach him not to spy on people, he thought with a mirthless chuckle.

There was no end to his predicament in sight.

XI.

David lay on the couch, staring at the ceiling, his face set in a grimace as he attempted to willpower his erection into submission. Unfortunately for him, the image of Kimberly’s sweet red lips vulgarly attached to Jill’s shimmery labia was emblazoned on his brain. There was no getting away from it. And now he could only lay there, his stiff member aching agonizingly with unreleased pressure, as the women he could only assume continued their carnal rendezvous in the bedroom. Every now and again giggles and the occasional moan would break the repetitive sound of his lumbered breathing. Soon David could take no more and his hand slid down beneath the waistline of his trousers.

His hand never made it, however.

The clock could have told him that in reality only a few minutes had passed since the girls had departed, but to David it had seemed like an eternity. And so as he heard the door to Jill’s bedroom open with a familiar creak of the upper hinges, he cursed himself for not lighting upon some other plan of action. Now he may never find, he realized with a stifled groan, the sweet release he so desperately craved.

He firmly shut his eyes to block out the sight of their nude bodies - he simply would not be able to handle any more visual stimulation. He heard the door open and shut, and the soft sound of two pairs of footsteps on the hard wood floor back near the rooms. The footsteps disappeared suddenly and David realized the women had crossed the threshold of the carpet.

The fragrance struck at him next, the smell of apricot and strawberry. David loved the smell of fine fruits on women and these two were the nicest smelling women he had ever had the pleasure of knowing. He knew the women were close; he could feel them looming over him.

A hand brushed a stray strand of hair off his brow. The touch was familiar: a patented Jill move. “Davey?” she whispered softly. “Davey, wake up.”

Another hand cupped his cheek, and he could feel Kimberly’s warm breath on his ear as her voice whispered, “Dave, sweetie, time to wake up.”

David decided now was the time. The girl’s had given him the opportunity. He stirred and made a show of opening his eyes, then squeezed them shut as if the light was too strong. In the quick look he could not see either girl. Hands helped him to a sitting position, then retreated as he rubbed face with his palms.

He opened his eyes fully for the first time and his jaw nearly dropped to the floor.

Standing opposite him and facing the place where he sat were the duo of Kimberly and Jill, both of whom grinned wickedly back at him. Their faces concealed all emotion save one: animal lust.

Jill was wearing the same thing she had been a few nights earlier, a loose fitting t-shirt that barely hung low enough to conceal her nether regions. Even though the shirt was loose, the sexpot supermodel was so endowed that it still stretched visibly across the front. She obviously wore no bra beneath her shirt; her nipples poked out against the fabric. Her beautiful blonde hair looked tousled in a wind-swept, freshly-fucked manner, her deep violet eyes flashed their arousal, and her insanely long legs were on full display, and this time David had no qualms about gawking at her. She was absolutely gorgeous.

Kimberly, on the other hand, blew David’s mind. Her eyes, the color of freshly-cut grass, sparkled mischievously as she stared him down, and her chestnut hair was set impishly in a pair of long braided pigtails. The incredibly stacked woman wore a pink, skintight, double-zero Nike athletics shirt which clutched her ample bosom in a mouth-watering manner. Her hardened nipples were easily visible through the thin cotton material - she also quite obviously wore no bra. The only other thing Kim had on was a pair of white silk, G-string panties cut low in the front. Almost seven inches of flat tanned tummy separated the edge of the t-shirt from the edge of the panties. The woman was simply intoxicating.

The hard on Dave had worked so hard to contain flared to its full life again.

“Is something wrong, Davey?” It was Jill’s question. The naughty look on her face told him she knew exactly what was wrong.

“Nothing,” he croaked, then cleared his throat. His voice was still a little out of sorts from its recent lack of use.

The girls looked at each other and giggled, then turned back to face him with very serious faces. Kimberly spoke next in a sultry voice. “David, we know you were watching us. We know you saw what we did.” She smiled and added, “We got sooo hot thinking about it.”

“You little perv,” Jill chimed in. “You’re going to pay…”

“Right now,” Kim finished.

The ladies pounced, swiftly closing the distance separating themselves and their prey. Kim yanked David to his feet and the attached her body to his. Her arms encircled around his shoulders and squeezed tightly as her frantic tongue invaded his mouth. Jill slid in next to them and wrapped one arm around David’s lower back and the other around Kimberly’s waist, completely their little triangle, and planted a series of wet kisses along his neck and face.

Disorientation struck David full in the chest and he swayed on wobbly legs. The experience of two gorgeous women using him like a piece of meat was new and nearly overwhelming for him, but luckily the women were there to hold him steady.

David’s tongue lunged into Kim’s mouth with all the fervor she was bestowing upon him. The intensity increased with each passing moment; the pair sucked face with enough passion to rival Beethoven on the piano keys. Jill continued to lick, suck, and munch on the exposed areas of David’s face and neck, then suddenly decided she wanted a piece of the action, too. She slid her face in and her lips sought David’s, and soon he found himself exchanging tongues with not one but two beautiful women.

Despite the cramped quarters, David found the three-way French kiss he found himself involved in incredibly erotic. Two wet females tongues were dueling to take possession of his mouth, while his own tongue played the spoiler. Soon the three came up for air and commenced a spirited game of tongue tag. First David locked lips with the blonde bombshell Jill, next with the brunette strumpet Kimberly, and then got a close up view of the women as they focused their attentions on each other for a moment. Jill attached her lips to Kim’s and the two began to lick and slurp away with their tongues before trading little lip nibbles.

Kim broke away and feverishly assaulted David’s mouth again. As she did so, Jill grew emboldened and grabbed David’s left hand. She guided it down and gently placed it upon Kimberly’s smooth, perfectly-proportioned bottom. Jill squeezed his hand into the firm flesh, telling David without words what she expected: she wanted him to tease, pinch, and knead the woman’s supple backside. When his fingers took a firm grip on her tanned butt cheek, Kimberly giggled into his mouth.

While his left hand massaged away at Kim, David’s right hand executed its own plan. He reached around Jill’s slender waist and roughly began palming her tight ass, too. Kim broke the kiss and began nibbling at his neck as Jill latched onto the other side and peppered his skin with a splendid barrage of licks, sucks, and kisses.

Kim reached down and traced the bulge in David’s trousers as his fingers continued to fondle both her and Jill’s tight little bottoms. He groaned from the contact.

“Beautiful,” Kim breathed as she watched Jill’s wet lips work on David’s collarbone with a line of little nibbles. “Isn’t she beautiful?”

Jill giggled and her breath tickled David’s ear. “I think Kim is the gorgeous one, Davey. She’s divine. I can’t wait to have a taste…”

Kim’s fingertips grew bolder as they massaged David’s erection. “Have a taste of David first, sweetie,” she cooed as she rubbed away on his hard cock.

Jill immediately dropped to her knees and undid David’s belt, then yanked them down off his waist in a flash. She deftly unlaced his shoes and stripped them off his feet, and his pants followed suit moments later leaving him in his boxers. She wasted no time pulling them down, too, and tossing them to the side.

“Men might be assholes,” Jill commented as she stared hungrily at the meat placed before her, “but a nice, thick, hard cock does help redeem them a little.”

David groaned as Kim’s slender fingers slipped around the base of his shaft and squeezed firmly, then pointed it at Jill’s awaiting mouth. His head rolled back as the sensations swept through him. Kim grinned as he tried to speak, but all that came out was a gurgle.

“I know, honey,” she said sweetly, “I know you like it. But you’ll like this even better…”

David nearly erupted when he felt a warm mouth slide over the head of his cock. He groaned and his head jerked up and fell forward. He looked down and found Jill on her knees with her luscious red lips wrapped around his engorged purple head. She stared up at him, violet eyes flashing, an evil grin on her face as she noisily sucked and slurped the head of my shaft with her soft lips.

David was enchanted by the blowjob the 24-year-old blonde nymphet was bestowing upon him. Slowly, tenderly, her tongue caressed his stiff member, covering the skin with a sheer coat of spittle.

His heart pounded and he took in deep breaths to stem the effects of the insatiable blonde’s mouth upon him. She applied feather light kisses and blew gently on the swollen tip of his dick. She took the whole head into her mouth again and began to suckle it gently. Jill heard him sigh above her and she knew he was enjoying this.

At the same time, David’s right hand continued to fondle Kimberly. His searching fingers never left the brunette woman’s scrumptious rump, groping and massaging it thoroughly for several seconds. Then one of Jill’s hands joined his, grazing lightly across his arm before they sunk deep into the lush skin of Kim’s backside. Kim gazed down at Jill, a tender smile barely turning the corners of her mouth, her emerald eyes riveted on the job the woman was doing on David’s crotch.

David ran his other hand along the svelte supermodel’s shoulders and through her silken blonde hair. Her skin was flawless and wonderfully warm. His touch elicited a series of whimpering sighs from the woman, sighs that hummed around his penis and produced a string of intense sensations. David had always enjoyed watching Jill service his cock; something about the enthusiastic way she went about it, the zest with which she performed really struck a sensual chord in him. He could never lose interest in something so passionately accomplished.

Kimberly had other ideas, however. She cupped his face in her hand and drew his gaze toward her. He had little time to register the look of lustful abandon on her face before she deposited her lips on his for a blistering kiss. Tongues swapped sides and twisted like braids around each other. The woman’s mouth tasted so sweet, like nothing he had tasted before, and he simply could not get enough.

Jill looked up at them with large, luminous eyes, her glossy lips still wrapped tightly around the head of his dick, but only the head. Her hand grasped the base of his penis and pumped a few times before she languorously began to slide her lips down his shaft, drawing more and more of his thick member down her throat. Soon the entire length of his cock was engulfed; he filled up her warm wet mouth.

Suddenly she began to work her lips and tongue vigorously up and down while she held the base of his cock gently in her soft fist. She let her fingers trail over to stroke his balls. She took him out of her mouth and began to lick the under side of his member up and down in long sensuous stokes.

David moaned into Kimberly’s mouth. Jill was totally into sucking him off, turning her head back and forth as she slid him in and out of her mouth, strings of saliva dripping from her lips to the head of his cock.

Much to David’s surprise Kimberly broke free of the kiss they shared. Before he could voice a protest, the brunette strumpet dropped to her knees alongside Jill and watched with unconcealed interest as the bodacious blonde furiously worshipped David’s cock.

He shuddered and groaned in delight as Kimberly leaned forward and swiped her tongue over and across his swollen testicles. The sensations nearly sent David over the edge.

“Mmmmm,” Kim purred. “I want some.”

Jill drew her mouth from his cock with an audible pop and the two women looked at each other. Jill still held him by the base of the shaft as the two ladies, side-by-side on their knees with his erection flaring in front of them, seemingly enjoyed a conservation of the eyes, one without any words at all.

Suddenly Jill gave Kim a sweet smile and aimed David’s cock at the other woman’s face, offering the snack up to feed Kim’s ravenous hunger. Kim returned the smile in full and swallowed the whole of his shaft in one smooth motion.

David nearly toppled, but each girl grabbed one of the cheeks of his ass and held him tightly in place. Kimberly wasted no time; the intensity with which she went about sucking his cock could only be described as furious. Jill took to nuzzling the stunning brunette’s neck with her face as her free hand patted on Kim’s firm rump. “So nice,” Jill whispered, referring as David could only imagine to Kim’s luscious ass.

The cock-sucking from Kimberly came to an abrupt halt as she withdrew his massive erection from her lips. Instantly Jill was back upon it, greedily stuffing it into her mouth. David nearly passed out from the surprise of it; much to his personal exhilaration, the two women were taking turns at the trough.

Jill’s blonde head bobbed back-and-forth, and David continued to moan and sigh in pure lust. Not one to spend time in idle by-and-by, however, Kim kept herself busy - her hand reached out and groped at one of Jill’s ripened breasts through the thin fabric of the loose t-shirt as the sexpot supermodel again enveloped the whole of David’s cock. David could feel the fat purple head lodged somewhere deep within her throat. Her nose dug into the skin below his belly button and her lips itched from the contact with his pubic hair.

David growled gutturally. He caressed her head again, running his fingers through her long-flowing blonde hair. Jill took his cock out of her mouth and offered it again to Kimberly.

Another moan erupted again as Kim eagerly jammed his erection back into her hungry mouth. The 32-year-old emulated her newest girlfriend by bobbing her head back-and-forth upon his aching cock. David loved the way her tongue was slipping and sliding like crazy over his shaft. It appeared for all intents and purposes like the woman was completely starved for his cock.

Jill wanted a piece of the action, too. She snuggled her face against his groin and flattened her tongue out to lick a control-demolishing line over his balls. David realized with a start that he had one gorgeous woman suckling his cock while another tongued at his balls, both from the most submissive position available - on their knees in front of his fully erect figure. This revelation came as somewhat of a shock to a man whose gallery of sexual experience contained just one previous threesome, but not much else.

Kim plucked David’s thick penis from her mouth and fisted it from base to tip three times in rapid succession. She smacked a wet kiss on the whole of the head and her tongue lashed out and flicked across the juicy bubble of pre-cum that formed there. The little pink spear flittered around his engorged mushroom like a hummingbird gone to a feeder.

Noticing the lack of attention being given to the middle of David’s shaft, Jill immediately relocated her attentions from his large testicles to that other region. She used her lips to suck gently along its length of it from the side, purring softly, as Kimberly continued her devotion to the bulging tip with little moans of delight.

David had never before enjoyed the sensation of two beautiful women feasting upon his penis at the same time with porn star-esque ability. He swiftly neared the brink of madness. Thank goodness the women were not using the kind of dirty talk both seemed to enjoy; such naughtiness would have surely driven him off the cliff and then some.

The ladies heads moved towards each other and suddenly their lips met in a heated kiss - with David’s inflated meat wedged firmly between them. Their tongues traded blows, beating at his cock like a gong from both sides. The feeling was simply too much for any man to be expected to handle.

David’s body shuddered violently and his balls tensed up. Kimberly squealed into Jill’s mouth and against his trembling cock as she realized the explosion was eminent. Jill’s smile said she, too, knew what was coming.

“May I?” Kim asked, drawing back.

“Go ahead,” Jill encouraged, “eat him up.”

Kim clamped her lips over four inches of David’s cock and he erupted like a geyser into her willing mouth. The first shot of thick sperm splashed against the roof of her mouth, filling it quickly. She barely had time to swallow it down before the second spurt coated her oral cavity again, and then a third time and a fourth. Ropes of cum were ejected into her hungry maw and she gulped it down. Her lips compressed his cock and pumped at it, drawing every last drop of his white juice out and into her stomach.

When he was done, his knees buckled and he fell back onto the couch, his dick popping from Kimberly’s mouth with a lewd smacking sound. He sighed and felt his body melt into the cushions - he felt utterly spent from the finest blowjob he had ever received.

The ladies instinctually knew he would need some time to recover, enough for his gun to completely reload. Instead of joining him on the couch to help rejuvenate him, the two vixens had other ideas. The women looked at one another and instantly their mouths were back in action as they shared a sperm- and lust-filled kiss. Their arms wrapped around each other in a warm and passionate embrace. Their voluptuous breasts mashed together as their bodies locked, each tongue savoring the taste of the other’s lips and mouth.

Jill’s hand slithered between their bodies and grasped a firm hold of Kimberly’s 34D jugs and fondled them through the snug-fitting athletic shirt. Kim’s hands went right for Jill’s tight little ass, the object of many a Sports Illustrated magazine purchasers’ lurid examinations. It looked, and felt, one hundred times better in person.

The heated lip-lock broke off for a moment as Jill deftly stripped Kimberly tight t-shirt up and off her head in one smooth movement. The stacked brunette was not wearing a bra and her huge, heavy breasts plopped down from their confinement, the tiny pink nipples shriveled with desire. Jill reached out with both her hands to grope and squeeze Kimberly’s heavenly rack.

Jill grinned wickedly at David. “You like to watch us, don’t you, Davey,” she purred at him. “This time you can watch with your eyes all the way open.”

Kimberly’s pleasure-filled expression as Jill touched and palmed her breasts gave way to an evil grin of her own. “And with your cock in you hand,” she added.

David looked down and realized that only minutes after erupting waves of cum into Kim’s mouth, his dick was at full salute and twitching spastically - totally ready to go again.

Kimberly leaned forward and tugged upward at Jill’s loose shirt. The buxom blonde submissively let Kim pull the unnecessary item of clothing all the way off of her body, allowing her 32D mountains to spill free. Both women were left wearing only their panties.

David drooled at the sight of the four fleshy breasts. He desperately wanted to devour them, but knew he had to wait his turn yet again.

Kim pulled her new fuck buddy down to the floor with her and quickly disposed of the women’s g-string. Again Jill’s immaculately trimmed natural blonde snatch was open for viewing, and David licked his lips at the sight of it. The two ladies lips found each other for yet another wet-tongued exchange. When it ended, Jill used the time to liberate her brunette partner of her panties, leaving the woman completely nude.

The women locked eyes for a long moment, then turned to glare at David. “Get naked,” Kimberly commanded, and he realized he was the only one in the room with any clothes on.

As David began ridding himself of his sweater and undershirt, Jill titled her head and attached her lips to one of Kimberly’s hardened nipples. She suckled the little jutting crest and the brunette strumpet sighed in obvious pleasure, her head tossed back and aimed to the ceiling. David watched enchanted as his best friend lapped away at Kim’s delicate nipple before switching over and lavishing the same praise on the side.

“Ohhhhh,” Kimberly groaned as she cradled Jill’s head with her hands. David knew from personal experience that the woman loved having her breasts stimulated. And he knew she was not afraid of saucy dialogue. “Suck on my tits, sweetie, mmmm, yeah. Suck them really good…”

Oddly Jill seemed to find no problem granting the 29-year-old’s naughty request. She indulged herself upon Kimberly’s lush little nipples, alternating between each one of them every fifteen seconds or so. Then she used the flat of her extended tongue to paint Kim’s deepened cleavage with a fresh coat of her saliva.

“Do you like the taste of my tits, honey?” Kimberly asked in a sugary voice. “I absolutely ADORED the taste of yours. Almost as much as I enjoyed the taste of David’s cock.”

David moaned at the thought of it.

“You didn’t really get that long a turn last time,” Jill commented between slurps at Kimberly’s breasts as two of her fingers slipped down and spread the brunette’s moist labia wide apart. “Plus we need him reeaaallly hard for later and I don’t know if his hand will do an appropriate job.”

Kim cocked her head curiously. “What do you suggest, love?”

Jill smiled sweetly and said, “How about you suck on his cock some more while I take a little taste of your pussy?”

These two girls were made for each other, David thought. He moaned again and nearly blew the caboose.

Kimberly squealed with glee and scurried over to where Dave sat thunderstruck on the couch, his cold rigid and unmoving in his hand. She spread her legs and planted her knees on the floor, then leaned forward intently and pulled David’s hand off his cock. She instantly replaced it with her own hand and began pumping the full length of it furiously.

Jill followed close behind and rolled onto her back on the floor. Her violet eyes with animalistic yearning as she slid herself back until her head lay directly positioned between Kimberly’s wide-spread thighs. They could not have planned a better position. Jill licked her lips as she looked up at Kim’s glistening honeypot, scant inches from the tip of her nose.

“Lick me, sweetie,” Kimberly commanded as she dropped her muggy cunt onto Jill’s face. The beautiful blonde went to work on her delicious vagina just as Kim closed her pouty little lips over David’s throbbing cock.

Kimberly’s emerald eyes sparkled with desire as she glanced up at David from where her head was in his lap, her lips and mouth busy relishing the flavor and texture of his erection. David looked from her eyes down through the deep valley of her cleavage and past her navel to where Jill, flat on her back with legs bent at the knees to brace her, had her mouth glued to Kimberly’s clitoris.

The sight sent streaks of red-hot desire shooting through David’s body, and as he groaned in pleasure he grasped Kim’s head with both hands as she sustained the sucking and slurping of his cock at a feverish pace. Incredibly, her tempo actually increased as the seductress bobbed her head back-and-forth at a blistering rate of speed.

Kim paused suddenly and whimpered loudly, which vibrated David’s cock to an endlessly pleasurable degree. “Ohhhhh,” she moaned as his dick dropped out of her mouth, “is this really the first pussy you’ve ever eaten? Ohhh, ffuuuuccck…you do it ssooooo wwweeeeellllll…”

Jill thrust first one finger, then a second finger in-and-out of Kimberly’s pussy as Her tongue flickered away at the brunette’s distended sex nub. Kim’s body began to tremble and writhe in an agonizingly aroused state; Jill had a very skilled tongue, of course, this David knew, but now it appeared her tongue was equally as skilled at eating pussy as it was eating cock.

A groan began in the pit of David’s loins and exploded from his mouth as the 32-year-old temptress unabashedly swallowed the entire length of his erection in one smooth movement, and began to deep-throat it. The woman’s alluring emerald eyes stared unfalteringly up at him as she tried to devour the whole of his shaft.

Suddenly a scream of indescribable passion ripped from Kimberly’s throat as an orgasm courtesy of Jill’s still frenzied tongue pummeled her body. The brunette woman cried and rocked about, her hips spasming uncontrollably. She looked for all the world like some unspeakable pain was being inflicted upon her, and though her lips slipped from it, her hand somehow managed to retain its fierce hold upon his cock and fist it fully.

As her orgasm subsided she collapsed off to the side, her hand still holding but unmoving on his member. The move afforded David a wonderful view of Jill, who lay smiling demurely on the ground with a face full of female sex nectar. Jill titled her head back and grinned up at him with innocent delight like a little girl who has just tasted some delicious new candy for the first time.

“Fuck her,” Kimberly commanded, her voice low and fierce, emerald eyes flashing dangerously. “Fuck that little blonde bitch RIGHT NOW.” She glared down at Jill, whose eyes grew wide as saucers at the almost angry words. “Stuff your fat cock inside her and FUCK HER HARD.”

Shock left David frozen. He could hardly believe the vehemence in Kimberly’s words. Jill really must have gotten to her. What surprised almost as much was when Jill plopped her naked lissome body down on his lap and plunged her tongue deep into his mouth. Obviously the shock she herself had expressed had abated quite quickly.

David could taste Kimberly’s juices on Jill’s lips and sucked furiously at her tongue to receive as much of it as he could. He cupped one of Jill’s firm, succulent tits and fondled it, and Jill squealed and wiggled her tight little ass into his lap. His friend’s breast was smooth and round and tan with a sugary pink nipple.

Kim watched, face still set in a ferocious looking glower, as the gorgeous lingerie model squirmed on her new lover’s lap. The lovely blonde’s long and limber legs wrapped around his waist and his inflamed penis was sticking up between her smooth, slender thighs.

“Suck her tit,” Kimberly ordered, and David bent his head to taste on of Jill’s shriveled pink nipples. It was obvious to all who was in charge. “Now turn her around.”

Kim watched, fascinated as David’s hands gripped Jill’s waist and lifted, turning her and repositioning her on his lap so that her back was against his chest. The woman’s legs, tanned golden brown from years of swimsuit modeling, spread out over David’s, and Kim gazed at the neatly trimmed tuft of natural blonde hair about her dripping sex. Jill’s pink folds were swollen and gleamed wetly, the tip of her clit protruding from the lips.

David held the 24-year-old’s ample melons with both hands, palming them and kneading them between his fingers. Jill continued to grind her ass down against his crotch.

“Stick it in her,” Kim said forcefully. “Fuck her. NOW.”

David supported her with his hands as Jill lifted her hips and shoved his hard cock down and under her widespread legs. Kim watched fascinated as her new lover’s cock slid easily into the blonde’s hot pussy, and she heard Jill gurgle with pleasure.

“OHHHHHHHH,” Jill growled, overwhelmed by her own wanton lust. “SOOO GOOOD, OOOHHHH YYEEEESSS, FFUUUUCKK MEEEEEE!” She was quite the vocal harlot.

Kim sat off to the side and watched with salacious emerald eyes as David drilled the blonde beauty with all his might. Thrust after powerful thrust, his cock pistoned and corkscrewed in-and-out of the woman’s silken pussy at warp speed.

Jill’s hair whipped around as he head flew back and came to rest on David’s shoulder. Her syrupy snatch hungrily consumed the whole length of his shaft and sank down it until his testicles were all that was left in view, her glistening wet labia stretching wide around the prick’s superior girth. The sounds echoing forth from Jill’s throat made no mystery of the young woman’s ecstasy, and the twisting way she wiggled her little ass only served to emphasize her delight.

“OH YES! YES! YES!” the blonde continued to scream. “FUCK MY PUSSY! FUCK IT HARDER! FUCK MY PUSSY DAVEY, FUCK IT! GIVE IT TO ME! GIVE IT TO ME! HARDER!”

Kimberly’s expression melted from one of feral authority to one of raw and untamed passion and fervor. Her palms slid squished her large breasts together and slid down over her abs to the soft down between her legs. Her fingers dipped into her saturated vagina and twiddled away to their hearts content. Her glowing emerald eyes locked on David’s over Jill’s shoulder. His eyes, his beautiful gray eyes, sparkled with desire and she knew instantly the desire was for her touch.

“Lick her, Kimberly,” she heard David say in a husky voice.

Kim was simply enchanted by the sight of David’s eyes. His were a classic set of “mood” eyes, but the effect was more dramatic in him than in any man she had ever met. When David was quiet and shy, his eyes were a thoughtful gray, the color of unprinted newspaper. When he laughed and made merry, his eyes were as light as the gray-colored surface of the moon. Now, however, his eyes were dark as storm clouds, churning and roiling as they bored a hole right through her.

“Lick her,” David said again with more than a little force.

He had taken the reins in the dominant game and run with them, and the power he showed was turning her on more than anything else had. Lurching heat flowed about her cunt. She looked at Jill’s ripe, succulent, young tits and those adorable, tasty little nipples.

And she went to her knees beside them.

David and Jill were fucking like snails as Jill rose and descended on his cock at an agonizingly slow rate of speed; they wanted to feel every inch of his long thick shaft slide in and out of her warm tight sheath.

Kim ran her hand over Jill’s trembling, flat stomach, moving downward. As her fingers caressed the blonde curls above Jill’s dewy cunt, she moved her lips to one of those sugar-sweet orbs. Taking Jill’s soft but hard nipple between her lips, she began to suck and lick it, her finger maintaining its constant motion through the downy pussy hair. Jill wrapped her arm about Kimberly’s head, bringing her face tighter into her tingling, burning breasts.

“Ohhhh, yyyeeesss,” the girl cried out softly. “Lick my boobs!”

As Kim sucked at Jill’s ample tits, going from one to the other, her hand trailed downward from the plot of blonde fuzz and felt for the swelling, stretching, wet heat of Jill’s cunt around her lover’s cock. She shoved her fingers past David’s cock in a Vulcan-style formation and felt it when Jill came down with her cunt, the juices smearing her hand. She cupped David’s balls and twisted them tenderly, bringing them up to press against Jill’s inflamed clit as the 24-year-old dropped down suddenly to the hilt of David’s cock, taking him deeply and grinding her crotch against him. Kim ran her tongue about Jill’s soft nipples, sucking back, making them stretch.

Kim lay on her hands and knees, her shapely ass upturned and exposed the air. David watched as it bunched and twisted erotically, and he desperately wanted to reach out and touch it. He wanted to ravage the brunette woman’s flesh, caress it as she sucked and licked on Jill’s sugary tits. Of course, having her hands fondle his balls while he lewdly fucked the blonde supermodel was not a bad way to be, either.

Kim sighed around Jill’s nipple and drew her body closer, supporting her weight on her knees to free up her other hand. Her tits rubbing up against Jill’s bouncing hips, her own nipples scraping and burning against that supple flesh. She wanted more, however. Leaving Jill’s firm, succulent 32D jugs, Kim flicked her tongue downward in long feathered strokes, tasting the fresh sweetness of the young woman’s flesh. She kissed and sucked gently at her stomach, dipping her tongue into the blonde’s belly button, bringing a sharp squeal of hotly surprised pleasure from Jill.

Kim moved her tongue lower still and traced the tip along the pattern of those blonde cunt hairs. Her hands were in constant motion, caressing the supermodel’s heated flesh, tickling her full spongy breasts, cupping and squeezing them, running down her sides and about her hips as they plunged down onto David’s cock, and along those smooth velvety thighs.

She moved in further, sliding all the way in between their feet. David parted his legs to allow his lover’s body to move between them, and Jill spread her legs so they remained supported by his. Kim held Jill’s writhing hips as she sucked at the strands of blonde pussy hair. She lifted David’s balls to her lips, kissing them, her nose brushing the curls of Jill’s bush. She suckled her son’s balls in her mouth, rolling them around her tongue as Jill bounced her steaming cunt on his cock. Her pussy was positively ablaze as she gobbled on the man’s balls while supermodel Jill Brubaker fucked up and down on his throbbing hard cock; the whole situation was one of the most exciting she had ever been in. She held both his heavy balls in her mouth, her nose touched on every downthrust by Jill’s juicy snatch. David’s hand slid around Jill’s extraordinarily thin waist and down to spread her puffy pink folds apart, exposing the young woman’s distended clit.

Kimberly mewed as her eyes caught sight of it. She spit David’s balls out of her mouth and went to work on Jill’s small, rigid clit with the same intensity with which her pussy had been eaten minutes earlier. She lapped at the delicious little nubbin, her tongue fluttering up and down until finally she managed to suck the buxom blonde’s clit into her hot mouth. She could feel David’s balls on her chin as she suckled the throbbing clit.

Jill squealed in ecstasy and fell hard, impaling herself completely on David’s thick rod. She no longer had the ability to move up and down, not with Jill munching so wondrously on her pussy. But her hands braced her body against his legs like the gymnast she had been, using him like he was a pommel horse, and lifted herself up just enough for David to carry on. Using the space between their crotches as his workspace, David began to ram his cock up into her burning pussy with brutally hard strokes.

Kim sucked hard on the sugary clit with her lusciously hot lips, her tongue flipping about it as she eagerly licked. Kim dug her fingers into the blonde woman’s quivering hips, then shoved her hands around and clasped the small cheeks of Jill’s ass, helping to hold them up as David fucked his thick meat deep inside of her.

Opening her mouth wide, Kim began licking the flat surface of her tongue furiously about the base of his cock, applying so much pressure she stretched Jill’s rubbery lips out even further. The seeping juices from the hot blonde’s inflamed vagina coated Kim’s tongue and caused her own pussy to convulse with infuriated, raging pangs of pleasure. Her tongue raced about David’s cock as it moved in and out of Jill’s tight, fiercely gripping cunt. She tasted those hair-lined pussy lips, the swollen clit, David’s throbbing hardness and his heavy testicles - all seemingly at the same time.

“Suck it, Kim!” she heard Jill urge in a hot, tight, hoarse voice. “Suck it! Lick Davey’s cock and suck his fat balls! SUCK MY PUSSY YOU SLUT!”

Kim’s frenzied mouth licked even harder and faster at the 24-year-old’s dirty words. Her lips sucked hungrily at both David’s cock and the slick pussy it invaded. She whinnied in utter erotic bliss as her lips and tongue moved about frantically, kissing and licking and sucking at Jill’s steamy dripping snatch and her lover’s huge cock and balls, trying to get her mouth and tongue on everything at once.

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