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Donna, Amanda and I have been good friends since we were k**s in grade school. We grew next door to each other, Donna on one side and Amanda on the other, and played together after school through our whole grade school years. I caught a lot of flak from some of my other friends, teasing that I was going to get girl cooties if I hung around them, but that didn't stop me. We had fun together and the difference in gender at that age really didn't bother me that much, both of them were pretty tomboyish and we had plenty of fun climbing trees and building snow forts and the like.

As we grew up and moved from grade school to junior high and eventually high school, we stayed close friends. When one of the girls would go through a breakup I was there to assure them that the guy was just a jerk. And usually they were. Both of them were very good looking young women, a lot of guys would just plain call them hot. The problem was that both of them had one condition that they demanded being met before they would get undressed with a guy....they had to be sure that he really loved them for them, and not just pretending to so they could get into their pants. In general the guys that were trying to date them only made it about six months before things fell apart and Donna or Amanda realized that they were not in love but just another "trophy" for the guys.

I had trouble myself finding a nice girl to stay with. I had my shares of girl friends, and my share of sexual relationships, but in the end it seemed like my friendship with Amanda and Donna seemed to cause some friction that ended up in my girl friends call it quits after some months together. Not until late in my high school years did I finally understand that the girls were "protecting" me from the girls that they called "jock predators". Not only was I intelligent, but being a free safety on the foot ball team and also running track put me into the sights of a lot of girls they considered to be in that category. Don't get me wrong, they weren't trying to hurt me, just the opposite, they were trying to keep me from being hurt.

So we enjoyed a close friendship, often hanging out in the summer months at Donna's house, because she had a pool, and Mrs. T had given me an open invitation to come by and use it any time I wanted. That in itself turned out interesting on more than one occasion when I walked in on her tanning in the yard in some of the skimpiest bikini's I'd ever seen. On at least one occasion I was sure she was covering herself up when she heard me come in, which of course soon had me sprouting a huge boner.

In the winter months we would hanging out at Amanda's house because it had a huge finished basement that her parents let us pretty much have to ourselves. We watched TV and movies, worked on homework together, played games and just simply enjoyed each other's company.

Eventually I tried dating each of them, but that felt awkward because I felt like when I was out with one I was somehow cheating on the other. They seemed ok with it, but our friendship won out over romance and our dates generally ended up being a group date with the three of us.

Our freshman year in college turned out to be the toughest for the three of us, friendship wise. Even though we went to the same college, just a few hours away from home, the requirement that we stay in the dorm the first year turned out to be difficult. The three of us had never lived anywhere but next door to each other in our entire lives and I was frequently getting chased out of their dorm room late at night.

When our sophomore year came we decided to rent a small three bedroom house just off campus. It was a stretch budget wise, but for the three of us it made perfect sense. A lot of my buddies thought it was a great setup, having access to two incredible hotties anytime I wanted, but I had to dash their dreams and let them know that while we roomed together, we weren't sharing beds. I didn't tell them that over the years the three of us had played around and seen each other naked more than once. We had just never quite allowed it to get to full on sex, all of us afraid how it might affect our friendship.

We jokingly made a pact that if none of us found our true love by the time we got out of college that we would consummate our friendship with a gigantic three way and then live together until we got old and gray. I think all three of us knew that it was just that, a joke, and that life held partners for each of us if we were patient and found them. To that end we all dated other people and searched for that perfect loving mate.

At the moment the girls were doing better than I was in that respect. They both had regular boyfriends, which they had made sure I met and approved of. At the moment I was between girlfriends, the latest one having decided that if I wasn't interested in moving out from Donna and Amanda and into a place with her that I somehow wasn't serious about her. She had certainly enjoyed the sexual relationship we shared, but couldn't seem to get beyond the fact that I was rooming with my two best friends that were girls. In her words, I could choose her or my BFF's. It was an ultimatum that pushed all the wrong buttons for me. If my future wife couldn't accept Donna and Amanda being in my life then she didn't really understand me either. That left me alone, again, on Friday night.

Donna's mom, Mrs T, showed up late Friday for a surprise visit. We sat up and talked for quite a while before she retired to Donna's room, since it appeared that Donna was either going to be very late or not at all. After she went to bed I hit the shower and then retired to my own room for a quick jack off.

Even in her mid forties Mrs T is an incredibly good looking woman, and after two hours of her sitting across from me in a short skirt and a white blouse unbuttoned far enough to see the edges of her lacy pink bra I was horny as hell. She had dark green eyes that seemed to twinkle when she smiled, much like her daughters eyes and, like her daughter, a large pair of breasts. I had seen Donna's a few times, and even had a chance to play with them, but her mother's tits were even bigger. The gaping shirt brought back memories of all those tiny little bikini's she wore in the back yard, and the times that I swore she had to have the top pulled up or aside to tan all of her breast until I walked in.

The thought of her laying there half naked on the lawn chair was the last thing in my mind as I came all over the towel I had just used to dry myself off, barely missing the Playboy summer special pictorial magazine that I enjoyed so much. Feeling a bit sated I dropped the Playboy on the floor next to the bed, tossed the towel toward the hamper and then turned the light out. The house was nearly silent except for the sound of tiny gasps and moans coming from Donna's room, which shared a wall with mine.

"Damn." I mumbled to myself, my cock quickly growing again as I listened to her and my mind tried to paint a picture of Mrs T laying naked on Donna's bed, her fingers pumping in and out of her pussy, her big tits completely bare and her free hand squeezing and pulling at her nipples. I could hear her moans grow louder as she obviously worked herself toward climax, my hand working my own cock in time with the sounds I heard coming through the wall.

"Yes. That's it. Right there! Oh yes. Perfect!" I could hear her say into the dark, wondering what she was picturing, fantasizing that it was me driving between her legs as I stroked my hand up and down my engorged shaft. "Oh God yes. That's it...Fuck me! Fuck me hard!. Almost there! Oh....OH...OH! God yes Jack!" I heard her cry, muffled by the wall, but clear enough to register in my mind.

My eyes flew open and my cock spewed cum onto my sheets at the sound of my name coming from her lips during her climax. I lay there, my body jerking and twitching as my mind tried to grapple with the reality that it was my cock she was fantasizing of, something that was completely unexpected.

Her moans faded away as she apparently drifted off to sleep, leaving me awake wondering if she were completely naked like I was, my mind making up all kinds of fantasies of her completely naked by the pool, slipping into my room in the night and riding me until I came. It was hours before my exhausted mind finally let me fade off to sleep.

I heard the water in the shower start and rolled over, the sun already beaming in through the tiny slits in the blind on the window. sleep was unwilling to be pushed aside, so I let it overtake me once again, and faded off to the dream that had been teasing my mind. The sound of the running water began to fade away as my dream took over....until everything became shocked awake from the blood curdling scream from the bathroom. It sounded as if someone were about to be killed.

I leapt out of bed, threw my door open and took the few short steps to the bathroom door, next to my bedroom. I pushed the door open and looked for the source of the next scream, Mrs T, standing in the shower, the curtain pulled back over her, covering her diagonally so one of her big tits was fully displayed, water cascading over it as she pushed herself into the corner.

She saw me and pointed to the other corner of the tub, her eyes clearly filled with fear. I looked to where she pointed and took a step back myself. Standing on the edge of the tub was the biggest hairiest spider I had ever seen alive. This thing was monster, easily three inches across its legs, perched on the edge of the tub with two of its legs held out menacingly toward Mrs T.

I ran back to the bedroom and grabbed the first magazine I saw, and dashed back. I smacked the spider as hard as I could. The spider bounced into the air and landed in the tub, its legs flailing in all directions as the cascade of hot water hit it.

Mrs T screamed again and literally jumped from the tub, ripping down the shower curtain and running into me, knocking us both to the ground. She quickly rolled off of me and ran out of the bathroom, her bare ass bounding down the short hall until I heard Donna's bedroom door slam shut. I cautiously stepped toward the tub and shut off the water, the spider no longer moving but still looking plenty nasty. I gently prodded it with the magazine and was pleased that there wasn't any response. I pulled the plastic bag out of the trash can and carefully scooped the huge spider into the bag with the magazine. I set the magazine on the edge of the tub and was irritated to see that it was my favorite Playboy photo edition. I really needed to be more careful.

I tied the bag shut and then took the bag downstairs, tossing it out the backdoor with a little shudder. By the time I got back upstairs Donna's door was open and the bathroom door was closed again. I headed to my room and sat down on the bed, resting my head in my hand and trying to let the adrenalin high fade away. The image of Mrs T's bare tit jumped into mind, bringing back all the sounds from the night before. Within moments my cock was getting hard as a rock and I was starting to think about relieving it.

"I think this is yours." I heard Mrs T say from the bedroom door, holding out the magazine. It only took a second to notice what she had in her hand before I focused on her towel wrapped body.

"Uh Yeah." I answered, reaching for the magazine. She stood several feet away so I had to get up to get it, my hard cock standing out obviously as I took the magazine and sat back down.

"I have to thank you for rescuing me. I'm sorry about your magazine. I'm afraid the water hasn't done it much good." She said still standing about six or seven feet away. Even at this distance I could smell the fresh flowery scent of her soap and maybe even a touch of perfume, which surprised me.

"It's ok." I said nervously.

"You know. I think it's only fair that I reward your heroism in some way, especially since it cost you one of your good magazines. I know how important those can be to single young men."

"Uh. It's ok Missus T. Honest." I answered.

"Oh please. Molly. Missus T sounds much too formal for two people who are naked in the same room." She said with a crooked little grin.

"But you're not naked." I answered immediately, my mind not fully comprehending the meaning of her words.

"Oh. But I am." She said quietly as her towel slid down her body leaving her completely nude in front of me. Her tits were huge, each easily the size of half a small melon, the front of each covered with round pink areola. I doubted that if I tried to cover one of them with a coffee cup that it would fully contain the expanse of pink flesh. Centered in the middle of each pink circle was a hard perky nipple about the size of my finger in diameter and about the same length as it was wide.

I sat in total shock, letting my eyes trace down her slim firm stomach and waist to her round hips and then to the neatly trimmed patch of brown curls on her mound.

"So. Do you like what you see?" She asked huskily.

"Uh...God yes Missus T."

"Molly." She said sternly. "You know, you used to come over to swim and sometimes I had been tanning more than my suit would show. I often wondered if you were peeking at me before you came over. You always had such a nice hard cock in your trunks."

"No, I never did." I said defensively.

"Not to worry. I believe you. Kind of a shame you didn't though. Just think of all the wet dreams you would have had back then from seeing these all naked and exposed." She said as she hefted each full round creamy orb. She took first one step and then another and another until she was standing only a foot or so from me, her pussy lips now visible between her legs, her flowery exposed lips glistening with moisture.

"Um...Molly..." I started to say.

"Shhhhhhh." She said softly, touching my lips with her finger while she lowered herself to her knees, her big tits touching my knees. She reached one hand to my chest and slowly pushed me back until I flopped back on the bed, my rock hard cock sticking up in the air like a flagpole. "Ohhhh That is one nice sized cock, so big and long and fat. I bet the young ladies really enjoy this." She said as she wrapped her hands around it and slowly stroked up and down its entire length.

"Ohhhh God." I whispered as her hands rolled over my engorged head and rubbed the pre-cum dripping from the tip around and around the mushroom shaped head.

"Tell me, has Donna ever had this inside her pussy?" She whispered questioningly.

"Uh. Missus T." I said, trying to get up, but being pushed back down by one hand.

"I thought I told you. Molly! It's ok. You can tell me." she said as she leaned toward me, lowering her head toward my lap.

"Molly, I don't think...." I started to say.

"It's ok. You can tell me. I won't be upset." She cooed before blowing her hot breath across my head. She gently blew for what felt like an eternity before I felt her breath cease moments before the hot wetness of her mouth enveloped my cock head.

"Ohhhh." I groaned softly as she slowly slid her mouth down my shaft until the head was pressed against the back of her throat. She slowly pulled up my shaft and off, her hand sliding slowly up and down to spread her saliva on my cock, her lips now blowing and cooling where her hot mouth had been moments ago.

"No." I groaned.

"I see. Has she ever done this?" She asked, enveloping my head again with her hot mouth and gently swirling her tongue around the bottom side of my head.

"Ohhhh Not like that." I groaned softly.

I could almost feel her smile around my cock as she started stroking her mouth up and down my shaft, one hand following her mouth and the other sliding from my chest to my thigh, her nails gently scratching ever so slightly along until she had her hand between my thighs, teasing first one and then the other with her long nails.

"Oh God. That will make me cum so fast!" I groaned.

In response she stroked and sucked even harder, working her hand and mouth in concert up and down my shaft, her hand between my legs teasing my balls as she sucked.

"Oh shit!" I grunted, grabbing a handful of blanket in an attempt to control the tingling jolts of electricity that were lancing up and down my shaft. "You gotta stop or I'm gonna cum!"

She swirled her tongue around the end of my head and then pushed down on me again, this time driving me to the back of her throat, stopping briefly and then suddenly popping even deeper.

"AWWW SHIT!" I cried as my cock swelled in her mouth as she pulled back a little. I felt the first jerk of my body force my cum to gush out, filling her hot soft mouth with a huge wet load. Time and again my body jerked, her mouth consuming every drop I produced, her hand and lips never ceasing to stroke my long hard shaft.

"OH God." I panted as she released my cock from her mouth.

"Did you enjoy that?" She asked huskily.

"Oh yeah." Was all I could say.

"Have you fantasized about doing that before?"

"Not like that." I answered honestly, still trying to catch my breath.

"Oh? Tell me. Have you fantasized about playing with my tits?"

"Uh huh."

"Have you fantasized about sticking that hard fat cock into me?"

"Uh huh." I answered, somewhat embarrassed at admitting that I had often thought about her naked and like any horny teen, thought about fucking her nearly naked body.

"Good. Maybe we can make a few of those come true." She said in a husky whisper, lowering her face back down to my softening cock. She gently kissed my cock and then slowly, tantalizingly, almost agonizingly slowly kissed her way up my stomach and chest, her hard nipples dragging along my thighs and stomach until her lips were gently kissing my neck. I felt her climb onto the bed, one leg on each side of me until she rested on her knees, her wet pussy rubbing against my softened cock. "I've wanted to do this for a long time." She whispered. "Ever since I saw you get hard the first time at our pool. I could tell it was a nice big cock and I'd never had a big cock before."

"Oh." I answered, not at all sure what to do or say.

"You can touch me. It's ok you know." She whispered as she gently kissed to my ear and flicked my earlobe with her hot tongue. "You can touch or do anything you want with me." She whispered into my ear.

I hesitantly reached up to her sides and gently touched them, running my fingers back and forth across her sides from the sides of her huge breasts to the curve of her hips as her kisses slowly worked up my neck again and drew closer to my mouth.

Her lips touched mine and I could feel her hot breath as her lips gently kissed each of my lips before the tip of her tongue reached out and gently licked at my lips, coaxing me to spread them. As I parted my lips her tongue teased them more, disappearing only while she placed soft wet kisses on my lips. I let my hands begin to wander down the sides of her breasts, my fingertips gently brushing around her areola, searching for her hard nipples.

"That's it. They like to be played with." She breathed into my mouth before she pressed her tongue deep into my mouth. I could taste a saltiness on her lips as her tongue danced with mine, my hands becoming more and more bold as the intensity of my arousal continued to grow.

I cupped both breasts and gently squeezed them, her hard nipples pressing against my palms. I could feel them harden more and press into my palms as her kisses slowly grew in urgency.

"Mmmmm that's nice. But the nipples love to be gently played with. You can twist and roll them if you want." She coaxed softly.

"Like this?" I asked as I shifted my hands so my fingers could reach her nipples.

"Ohhhh yes. Like that." She cooed, her hips beginning to gently rock. I could feel my cock growing harder and her wet pussy rubbing up and down along the top of my shaft, my mushroom head being lubricated by her spread lips at the end of each of her strokes. "Have you ever sucked on tits?" She asked huskily.

Uh huh." I answered between her kisses.

"Do you want to suck mine?"

"If you want me to."

"I'd like that very much." She answered quietly, slowly inching her body up mine, her wet pussy pressing against the base of my cock and grinding into my pubic hair as she lifted her chest to dangle her tits in front of my face.

I guided one of her breasts to my face and eagerly sucked her right nipple into my mouth, sucking it deep and flicking my tongue across the hard bump.

"Ohhhh shit yes." She moaned as I swirled my tongue around and around it. "Nibble it too. I love to feel it nibbled on." She moaned.

I used my teeth gently to nibble the tip of it and then pushed her tit up, slowly dragging the hard nipple between my teeth. I sucked each nipple in turn, feeling them grow harder and her huge areola swell until it was obviously bumped out from the rest of her huge creamy breast.

"Ohhhh fuck yes!" She moaned loudly. I could feel her hand find my cock as she reached behind her ass, pulling it against her ass and pressing it between her round cheeks. Her rocking hips changed motion slightly, using her knees to hold herself up she began to slide her wet pussy up and down the length of my cock, the entire time she softly cooed encouragement to me. "Ohhhh yes...that feels so nice. Do you like how my hot wet pussy feels rubbing against your cock? Hmmmm I know I do. Your cock is so hard and fat. I want to just push it up inside me. Ohhhh God yes. Bite them like that. I love how that feels. Oh God you have me so horny. Do you want to feel my pussy around your fat hard shaft? Oh God I know I do. I want to feel your fat head slide all the way up into me."

I could feel her press me tighter to her pussy as she talked, her wet lips spreading around my head as she rubbed her pussy up until it was enveloped by her wetness. It was almost sudden when I felt the pressure change, my head engaged into her tunnel opening and then, instead of sliding along her pussy again, driving up deep into her. My reaction was immediate and involuntary. As my cock head was enveloped by her tight wet tunnel I lifted my hips, suddenly driving me fully into her, drawing a startled and pleased cry from her.

"OH FUCK YES!" She screamed as she pushed herself up, sitting upright on my lap, my cock fully enveloped by her hot pussy. "Oh God you want to fuck, let's fuck!" She said, looking down at me, her green eyes smoldering with passion and desire. She used her hands on my chest to steady herself and then began riding up and down my shaft, her firm round ass slapping against my thighs with each stroke she took. Her pussy slid up and down my shaft, her motions driving it fully up into her until my head beat against her cervix with each stroke.

"Ohhhh God what a cock!" She practically growled at me. "Give me all you have. Cum inside my hot pussy! I want to feel that cum fill me up until it's dripping out of my hot cunt!"

"Oh shit." I grunted, reaching up to grab at her bouncing tits. I tried to cup her tits and gave up, the huge creamy globes bouncing wildly as she rode up and down my cock, using the bounce of the bed to launch herself back up at the end of each stroke. I grabbed her nipples and tried to hold them, her big tits frequently pulling them from my grasp.

"FUCK YES! That's it! Pull and squeeze them. OH FUCK I'm going to CUM!" she screamed as she tried to continue bouncing, her motions becoming erratic as her legs shook and trembled.

I could feel her sliding pussy start to contract and squeeze me, the muscles rippling along her tunnel and trying to draw me deeper inside her. It was simply more than my stimulated cock could take, and with a jerk my body drove my cock up into her, lifting off the bed as my cock swelled and spurted a gush of hot juice deep into her pussy.

"AHHHHHH FUCK!" She screamed when she felt the surge of cum fill her pussy.

"Uh...Uh." I grunted with each new jerk of my body, cum flowing in shot after shot into her until I felt drained, my body twitching and my cock starting to soften inside her still trembling pussy.

"Ohhhh Fuck." She cooed softly as she leaned down, squeezing her tits between us and leaning her lips down to kiss mine. "Jack, you have one hell of a cock." She whispered. "I wish I'd done this a long long time ago."

"I kind of wish you had too. I've never been fucked like that before."

"Well, maybe you will again, who knows?" She whispered with a tiny giggle.

"MOM! IS THAT YOU! What the fuck? I could hear you screaming all the way in the street! What the fuck are you doing?" I heard Donna shout at her mother.

"Oh...Hi sweetie! I just came for a visit, but you weren't home." Molly said to her daughter as she slowly pushed herself up off of me, rolling over to sit on the bed, my cum covered cock laying on my body with a trickle of cum leaking over my hip to the bed.

"What, so you decided to fuck Jack to kill time? God Mother!" Donna said as she stormed off to her room, slamming the door.

"I think I better go have a talk with my daughter." Molly said as she pushed herself up off the bed.

"Yeah. I think we screwed up." I said quietly, shaking my head.

"Nonsense. She's just upset. I'll talk to her. It'll be fine, I promise." Molly said as she headed out of the room.

I got off the bed and headed to the bathroom, intending to take a shower. Unfortunately the shower curtain was still hanging by only a few hooks, with most of them strewn around the floor. I picked up the ones that weren't broken and stood on the edge of the tub trying to put the curtain back up enough to use the shower.

"Well, that's an interesting sight." Amanda said from the bathroom door.

"Oh, Hi." I said, feeling slightly self conscious.

"Sounds like you and Missus T were having a good time." She said, her tone even and emotionless, almost as if she weren't sure what to say or how to say it.

"Uh yeah. It was kind of a surprise for me too." I answered, climbing off the edge of the tub and picking up a towel to cover myself.

"Kind of late to do that, isn't it?"

"What?"

"Cover yourself silly. It's not like I didn't have plenty of time to watch you while you were working on the curtain."

"Uh yeah." I answered, feeling my cheeks turn red.

"So...Wanna tell me what happened?" She said, walking in and sitting down on the toilet for a chair.

"Well, she was taking a shower, and I was still in bed. I heard this scream and came in and there was this fucking huge spider. Biggest damn thing I'd ever seen. I ran and grabbed a magazine to smash it and it bounced into the bathtub. She jumped out and ran down the hall, so I had to fix the curtain." I said.

"I see. Well, that explains the curtain, but not how you ended up having sex with Missus T."

"Well....I guess she came in to return my magazine and...well...hell I guess she got carried away." I said with a nervous shrug.

"I doubt that she got carried away. Women don't just go into a man's room naked and get 'carried away'." Amanda said.

"Well, I was naked." I said almost defensively.

"Of course you were. We know you sleep naked more times than not." She said with a laugh in her voice. "Don't you think we notice when you walk to the bathroom with just a towel on?"

"Well, I guess. I never really thought about it." I answered her.

"Donna's just pissed because she just caught her mom doing what she's been wanting to do for months." Amanda said quietly, getting up from the toilet and walking over. "But she's not the only one. " She added, tugging at the towel until she convinced me to let her pull it away. "Did you know that when you're jacking off to the magazines and video's you have that we can hear you in Donna's room?"

"I didn't until last night." I said quietly as her hand closed around my half hard cock.

"Oh? What happened last night?"

"I heard Molly...I mean...Missus T, playing with herself."

"Really? Just what did you hear?" She asked, stepping so close that her t-shirt covered tits pressed against my chest.

"I heard her climax and shout my name when she came."

"I see." She whispered. "Donna told her that she could hear you jacking off in your room, so she had to know you'd hear her too. I think she planned on finding a way to do just exactly what she did, and the spider was just a good excuse."

"Why would she do that?"

"Because she hasn't been getting any at home now that she's separated. And she caught Donna and I talking one day about trying to find a way to get you naked with both of us at once."

"Why?" I asked, clearly confused.

"Silly man. Because you'd never have sex with just one of us. We've been down that road. No, if we were going to get you to have sex with us it was going to have to be together." She said, just above a whisper, her face slowly moving toward mine. I felt her soft lips press against mine, her breath hot in my mouth as she seductively kissed me. "You do want to have sex with us, don't you?" She asked breathlessly.

"Hell, I've wanted to do that for a long time...but I didn't want to screw up our friendship."

"Well. Then why don't we see what happens." She said, reaching out for my hand and pulling it toward her body. She slid my hand under her shirt and then turned it so my fingers pointed down. She slowly pushed my hand down until my fingers tucked into the top of her pants, and then let go of them. I felt her hand moving between us and the pressure holding my fingers against her body suddenly eased. I heard her belt buckle hit the tile floor as her shorts slid down her body and landed around her feet.

I knew what she wanted, and I slowly slid my hand down over her completely shaved mound until I could curl my fingers between her legs and feel her surprisingly wet pussy.

"See how wet I am? That's just from watching you put that shower curtain up naked." She whispered huskily.

"I see." I whispered back, sliding my hand farther between her legs as she stepped out of her shorts and stood with her legs farther apart. I gently slipped a finger between her puffy outer lips, finding her feathery inner lips slick with her own juices. I only had to rub a few moments to work my finger between her inner lips and find her hard clit.

"Ohhhh shit." She moaned, covering my hand with hers and pulling it to her body while she humped her hips, grinding her clit into my palm.

"Take my shirt off." She whispered.

I pulled my hand from her pussy and slid it up her side with my other hand on her other side. I skimmed her t-shirt up and off her body while she lifted her arms and then tossed the shirt aside. It took me a moment to reach around and free the bra she was wearing, undoing the two clasps in the back and then pulling it down and off her arms. I dropped the bra to the ground and then pushed the straps of her panties over her round hips, working the tiny bit of material over her firm smooth ass.

"Yeah. That's it. God yes." She practically moaned as she lifted first one leg and then the other to step out of the tiny thong panties.

She stood there completely naked, her tits pressing against my chest and my cock in her hand. She stepped back slightly and then pulled me toward the counter, one arm around my neck and the other playing with my cock. I felt her wiggle her ass up onto the counter and then lift her legs, hooking them around my hips and resting her feet in the small of my back.

"Ohhhh Fuck me." She whispered, pulling my cock toward her waiting and now spread pussy, rubbing the head up and down her wet slit.

"You sure?" I asked as she used her heels to pull me toward her, engaging my cock into her tunnel opening.

"Uh huh." She moaned as she forced me to slide slowly into her incredibly tight tunnel. "Ohhhh God yes." She whispered as she wrapped her other arm around me and pulled me tightly to her, my cock slowly sliding into her as she pulled against me. Her hands pulled at my back urgently as my cock expanded her pussy to accept more of me, finally hitting the end of her tunnel with my head.

"God you're tight." I mumbled against her neck.

"Mmmmm, and you're fucking big!" she moaned breathlessly.

"You sure you want to do this here?"

"Yes and no. I don't want to stop, but Donna and I promised we'd do this together." She moaned, her legs wrapped around me so I couldn't move.

"So what do you want to do?"

"I want you to fuck the shit out of me, but we need to stop for now." She said, finally releasing her death grip on my neck. "Come on. Let's go see Donna." She said gently pushing me back and forcing me to draw my cock out of her pussy. She slipped off the counter and pulled me by the hand out of the bathroom and down the hall. She stopped in front Donna's bedroom door and knocked quietly. She waited several seconds before pushing the door open and peeking inside. "Donna?"

"Yes?" I heard her respond before Amanda pushed the door open and pulled me along by the hand inside.

"I'll leave you three alone." Molly said, getting up off the bed and walking out, looking down at my cock as she walked past.

"You said if it happened, it should be together, well I think it's time it happened." Amanda said as she pulled me toward the queen size bed and sat down on the edge.

Donna looked at my face and then down to my semi-hard cock, pausing to wipe a tear from her face. She nodded softly, and then stood up with a sniff, quickly peeling her t-shirt off and tossing it onto the bed. I stared at her huge tits held in the half cup bra, not nearly as large as her mother's but much larger than Amanda's, as she undid her jeans and pushed them down. She bent over and pulled them off her feet and tossed them aside as she stood back up, wearing nothing now but panties and her bra.

"Why don't I do that." I said, stepping over to her, still feeling bad that she had walked in on her mother and I.

"You don't have to." She said, her eyes still red and full of tears.

"I know. But I want to." I said as I took her hands to stop her from undoing her bra herself. I reached around behind her and undid the clasp of the bra, but left it hanging on her shoulders and holding her breasts up as I put my hands on her hips and gently turned her, backing her up until the backs of her legs were against the bed. She sat down in front of me, putting her face at cock level. "Scoot back." I coaxed as I stood in front of her. She slid herself back on the bed and I followed her, crawling onto the bed along with her until she stopped nearly half way across the queen size mattress.

"Now lean back." I whispered, reaching out and gently pushing her backwards until she lay back on the bed. I crawled up alongside her, gently reaching down with my face and kissing the soft creamy skin on the top of her right breast. I slowly kissed across her chest, gently kissing and licking her soft skin until I had to start back. I moved down slightly and kissed my way across her breasts, working my way right along the edge of her bra cups, one soft kiss following another. During the period when we dated we had played with each other a little, kissing and touching, so her breasts weren't new to me, but I felt like what she really needed was soft and gentle, not rough and fast like her mother and I had done.

I gently kissed back across, pulling the cups of her bra down slightly so I could expose more of her. She sighed quietly as my kisses softly and slowly traveled across part of her exposed areola before continuing across the deep valley between her large breasts and up the other side.

"Ohhhh God." She whispered as I continued back again, this time pausing at each nipple and gently swirling my tongue them.

I finally pulled the bra the rest of the way off of her, looking over to see Amanda sitting patently next to Donna, her fingers stroking Donna's arm. I leaned back down and began kissing around each large breast again, licking and kissing all around each one, working closer and closer to her nipples. I felt her suck her breath in as I engulfed the whole front of her breast, suctioning as much as I could into my mouth while swirling my tongue around the hard nipple.

"Ohhhh lord." She whispered as she pulled my head against her chest. I felt the bed move, but couldn't see what caused it as Donna pulled me tighter to her soft round breast.

I felt a hand gently slide along my ass and then between my legs as I started kissing my way across to her other breast. I looked down and saw Amanda laying with her head on Donna's thigh, her hand reaching across to slowly stroke my hard cock.

I grinned at her and began slowly kissing my way down Donna's stomach, kissing back and forth as I worked slowly down her body, making her shiver in anticipation as my kisses reached the elastic of her tiny white panties. Amanda lifted her head up as I slowly pushed the panties down off Donna's butt and then her legs. Amanda took them from me when I reached her knees and pulled them the rest of the way off, leaving Donna completely naked.

"You know. I never saw you completely naked before." I whispered before starting to kiss her thigh.

"I know." She answered breathlessly. "Not because I didn't want you to though. I did everything the last few months but walk into your room naked."

"You could have." I told her as my kisses neared her curly bush. She tensed and lifted her ass off the bed as my kisses reached her soft exposed pussy lips, her flowery inner lips full and protruding, just waiting to be kissed and touched. I reached out with my tongue and slowly licked between them, tasting her tangy juices.

"Ohhhh God, fuck me. Please fuck me!" Donna begged quietly, her hands grabbing fistfuls of blanket and squeezing to keep from grabbing at my head.

I looked up at Amanda, who just nodded with a grin. I crawled around on the bed while Donna spread her legs wide, allowing me to kneel between them. Staying on my knees I inched up, lifting her ass off the bed until it sat on my thighs, my cock resting against her wet pussy.

"How's this?" I asked rocking my hips a little while I pushed my hard cock against her lips, the underside of my cock teasing her hard clit.

"Oh what a tease!" She moaned as she moved her feet so she could lift her ass off my legs, trying to rub her pussy along my cock even more. She lifted and dropped herself slowly, stroking my cock with her wet lips. I waited for several long strokes to be completed and then pushed my cock forward while she came down, allowing her to drive herself over the head of my cock. "OHHHH SHIT!" she squeaked as my fat head slid into her, expanding her and rubbing the whole length of the top of her tunnel.

"You like that?"

"OH God yes." She moaned.

I grinned to Amanda, who was laying on the bed next to Donna, her fingers slowly teasing circles around Donna's big tits. I leaned forward, slowly pushing my legs out until I was laying on top of her, our legs intertwined as they pointed toward the side of the bed.

"Ohhhh God yes, God yes, God yes." She moaned over and over as I started sliding in and out of her pussy, driving my fat head in until it hit the end of her tunnel, each stroke sliding my shaft along her hard exposed clit.

"Oh my God...I don't know how long....I...can...last!!" she squealed as the orgasm that was waiting suddenly erupted, surprising all of us with how quickly it surfaced. Her body jerked and shook as I continued to pump in and out of her pussy, each stroke seeming to drive her orgasm even higher. "AHHHHHH SHIT!" she screamed as her whole body convulsed, her orgasm taking over and jerking her body spasmodically. I drove into her time and again until she finally put her hands out and pushed on my stomach to stop me, her body no longer able to take the stimulus.

"Oh God." She panted. "I've been fucked before but never cum that hard."

"Glad you enjoyed it." I said quietly.

Now it's my turn." Amanda said, crawling over Donna so her much smaller tits hung in Donna's face and her pussy pushed out at me as she arched her back down until her stomach almost touched Donna's.

"With pleasure." I said quietly as I pulled my hard cock out of Donna's sopping pussy and rubbed the head around Amanda's wet lips. I finally engaged it into her tunnel opening and then slowly pushed into her again, driving my cock slowly into her until she couldn't take any more of my length.

"Ohhhh fuck yes!" she gasped as I started stroking in and out of her, my hips slapping against her ass and making her whole body shake.

"God I don't know how long I can do without cuming." I grunted.

"Go as long as you can and then let me have it!" Amanda panted.

"Uh huh." I grunted back as I pounded into her, my cock swelling by the second as it got ready to unload into her hot pussy. I looked around Amanda's body and saw Donna aggressively sucking on her left breast, pulling and stretching her nipple before letting it slide between her teeth and snap back away from her mouth.

"OH SHIT, I'm cummmmiiiinnnngggg!" Amanda squealed loudly as her body trembled and shook.

"OH shit!" I grunted as her pussy convulsed around me, her muscles rippling and trying to milk me and pull me deeper into her. My body jerked, jabbing my cock into her so hard that it knocked both of us down on top of Donna. My body jerked and spurted shot after shot into Amanda's pussy as I lay on top of her, sweating and panting.

I was still breathing heavily as Amanda reached behind her and pulled on my ass, trying to keep me inside her as she rolled us off of Donna.

"God that was intense." Amanda whispered as we lay on our sides next to Donna.

"Yeah it was that." Donna said, her breathing much more normal than either of ours.

"Why did we wait so long to do this?" Amanda asked with a laugh.

"Because we were afraid it would ruin our friendship." I answered.

"Like that's going to happen. Damn, you can fuck me any time you want Jack." Donna said, rolling over onto her knees and climbing across me so she was laying behind me. She spooned up against me, pressing her tits into my back and reaching around both of us to hold Amanda's hand.

"I'm sorry about your mom." I said to Donna quietly.

"Yeah. Me too. She didn't mean it to happen, but hell, she hasn't had any sex in a couple years. I guess seeing you naked just started the juices flowing. I suppose after what we just did I can't blame her. It does feel awful good."

"I thought you've been having sex with your boyfriend." I asked quietly.

"I have, but it isn't the same. We just do it because...well... I don't know why."

"That makes a lot of sense." Amanda said.

"You should talk. How many times have you let Jason climb the mountain with you?" Donna chided back.

"Ohhhh a few. He's really good pussy licker, but when it comes to cock he just bangs away till he's done and then quits." She said with a shake of her head. "He never seems to have gotten the idea that sometimes I want more than just a pussy full of cum."

"Yeah. I know what you mean. What about you Jack? Why did you break up with your latest one....Tiffany wasn't it?"

"Yeah. Lasted a whole month and a half." I answered.

"She had a good body, why not rock her world?" Amanda asked.

"I did a few times, but it just didn't click." I answered.

"So did I click?" Donna asked.

"Hell Donna, you two have clicked since we were in the fourth grade!" I said with a chuckle. "My problem is I can't marry both of you, and I can't choose!"

"That does seem to be a problem." Donna said. "We don't really want you to choose either."

"So you have a problem then." Mrs T said from the doorway.

"Mom! This was private!" Donna said, a hint of anger in her voice.

"Sweetie, none of what you just did was private. I've been watching for the last twenty minutes. Now I understand why you three are so tight. You're all three in love."

"I didn't say that." I argued.

"Hell Jack, you're the worst of the bunch. You love both of them and would do just about anything to keep from hurting them, including chasing off girlfriends that you think might get in the way of that love."

"I don't chase them away!" I argued.

"Jack, be serious. Remember what happened in high school? What was her name? Sammy? I saw the way she looked at you when you two were playing in the pool. When I went in the house she tried everything to get you to try and feel her up or take her suit off. You were totally oblivious. She ended up in the bathroom in tears because she thought you didn't like how she looked."

"I didn't know that."

"That's because you were more interested in looking at Donna sunning herself on the lounger. I have no doubt that if I wasn't home you would have quite willingly taken her suit off and felt her up, or more."

"MOM!" Donna said in shock.

"What's the matter sweetie? You mean you didn't know you were teasing him? Hell it was obvious to me what you were thinking of. If you're going to wear a suit that's so skimpy then you need to wear one that doesn't show a wet spot between your legs, or you need to keep it wet."

"MOM!"

"And you Amanda. How many times did your suit slip in the pool? You were just begging for him to take you. No. You three are quite completely linked in ways you don't even realize. No. I think you three are destined to share each other for the next few years. Might as well just accept it and go on." Molly said as she stood up, still completely naked. "I'm just sorry that I'm not part of the group. I'd love to get some more of that wonderful cock of yours."

"MOM!"

"Missus T!" Amanda shot.

"It's ok k**s. Your secret is safe with me." She said as she headed for the bedroom door. "Maybe I should take Jack's room tonight. I have a hunch this one is going to be full." She said as she turned the corner and headed for the bathroom.

"She's right you know. This bedroom is going to be full tonight." Amanda said quietly.

"Yeah. I think so too." Donna said, leaning against me again and kissing my neck. "So how fast do you think you can get that cock hard again? I really want to ride on it like my mom was.