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Jenn's sky blue eyes rolled to the back of her head and glazed over, unseeing, her chest heaving as orgasm claimed her entire body. I could feel her convulsing on my cock, buried deep inside her drenched sex as I pumped cum deep inside her, her skin glistening with sweat, her wrists held down by my hands. I had cum almost as hard as she had -- I was quivering as I came, and felt her gushing on my cock and legs.

I released her arms and cradled her head as I collapsed onto her chest, feeling her firm nipples against my skin. She started to come back, her shaking slowing down, her breath returning slowly as she gulped in air. Her eyes finally came back to her, and I could feel her see me as she continued squeezing, no, convulsing on my cock, keeping me buried deep inside her.

She looked up at me with clearing eyes and couldn't quite speak yet. I propped myself up on my elbows, luxuriating in the feel of her body still writhing under me, my cock deep insider her, our juices commingling, slowly leaking from her. I leaned down and kissed her full on the lips, feeling her respond, her tongue slowly dancing with mine, exploring, her arms unmoving, still at her side. I started to pull away and felt her arms move, her hands in my hair, pulling me back down to her mouth, her lips parting, tongue reaching for mine, kissing me forcefully, urgently, her eyes now clear.

I felt her hand moving down my back, to my hips, pushing on one side, pulling on the other, wanting me to roll over. I started to move, and felt her moving to keep me inside her, feeling our juices escaping, feeling her move on top as I moved to my back. I felt her lean back and grind her pussy on my still hard cock, her head falling backwards, drawing her chest taut. It was a great view -- she had beautifully shaped breasts, with nipples that were slightly small but amazingly firm, and a sheen of sweat glistened in the light.

She brought her head back up, and moaned softly. Leaning forward, she bent down to kiss me and just missed me, as I put my mouth on one of her breasts and sucked hard, my teeth grazing her nipple. I felt a sharp intake of breath and a quick squeeze of my cock, and then she sat back up, still coupled. She looked down at me thoughtfully -- or as thoughtfully as someone could be that quickly post-orgasm.

She wiggled her hips a little and those beautiful breasts jiggled a bit, and I could feel her squeezing me gently. She grinned at the sensation and seemed to reach a decision, taking in a deep breath as our sweat evaporated in the dry Colorado air.

"Would you do me a favor?" She asked.

"Sure -- what do you need?" What else can you say after sex like that?

She looked at me thoughtfully again.

"Well, do you know my friend Ali?"

I did know Ali -- she worked down the street from where I did, and we had met at a Chamber event. I had felt an instant jolt when we met, and I was pretty sure it had been mutual. She was one of those women you just knew was a firecracker in bed. She was attractive without being over the top. From what I'd seen of her at different events, she was nicely proportioned, with a mass of curly dirty blonde hair and medium green eyes. She, like Jenn, was one of those women who wore her sexuality proudly -- and it seemed obvious to me that she enjoyed it thoroughly.

"Sure, she's the friend of yours that I had met through the Chamber. She's been at a few different events I've been to. Very sexy."

Jenn nodded. "Yep, that's her. I was wondering if . . . " It was unlike Jenn to trail off in a rare bit of seeming uncertainty. She was almost always very direct, like the first time we'd gone out when she had practically ordered me back to her hotel room so we could screw our brains out. That was quite a night -- a story for a different time!

I didn't know where she was heading, and thought I'd try to help -- "Want to go out on a double date or something?"

She shook her head gently, and moved her hips from side to side a little bit, just enough to underline that my cock was still buried in her tight, drenched pussy. I saw her smile her little smile as she reveled in the sensation and scent of sex.

And then, she took in a deep breath, and in a very matter of fact tone, she said, "Not really. Well, maybe kinda sorta. Well, actually, I want you to pick her up at a bar, bring her here, and then fuck her like you fuck me -- and I want to watch."

Her eyes sparkled as she said it, and I could feel her pussy tightening on me as she said it. I was only a little surprised -- Jenn has a terrific exhibitionist/voyeur streak that I loved, and we were pretty brave when it came to exhibitionism. And she had hinted at something like that before, watching me closely as she'd drop hints, clearly watching for my reaction. Still, I was a bit surprised at how forward she was -- and how excited she was at the prospect. And, come to think of it, we'd had some amazing sex with Ali in the next room -- and only later did I learn that the door was cracked open a bit and that Ali had stolen a few looks.

Stalling for time, I asked "Have you talked to her about it at all?"

She tilted her head a little bit. "Maybe a little . . . " She grinned naughtily. "I want us to run into her when we're out sometime, and seduce her after I have to head home to 'take care of the k**s, can you make sure my friend Ali gets home OK.' Something like that. And then I want to watch you fuck her brains out."

Jenn was now grinding her hips into me hard, rubbing her swollen clit on my pubic bone, my cock stirring her inside, our juices still leaking. Her eyes were shining as she said it, and I could tell she was hugely excited by the idea. I was too -- I mean, how often does it happen that your sex partner asks if you'll fuck her friend while she's watching?

"How is she going to feel about it? It sounds amazingly hot to me, but she'd have to know, right?"

She stopped grinding, and grinned down at me. "Oh, she'd be fine with it -- I've told her what an amazing fuck you are, and I know she loves being watched. And I told her if the chance came up, I'd love to watch her fucking you --and she's in."

"Well, duh, sign me up. What kind of timeframe were you thinking?"

Jenn looked down at me and grinned again. "Actually, we were thinking of Saturday." This was Thursday.

"Sure," I managed. "Are you going to join us after watching?"

She laughed. "If you think I'm going to miss a chance, you haven't been paying attention."

"I guess that's settled, then. How long have you two been working on this?" I kinda figured this was something the two of them had been planning for a while, for there to be such a specific timeframe in place.

"Oh, maybe a while -- like since that time at the hotel . . . "

My turn to chuckle -- "I thought that might have been the impetus."

I wasn't worried about any potential consequences -- Jenn and I were basically just good fuck buddies. We had, as she had once put it, amazing physical chemistry. But with her living out of state half the time, it was hard to build much more. In short, it worked brilliantly as it was. If she ever moved to the same area code, it might be different -- we got along well outside of sex, and were similarly placed in life. And if she were the one working to set everything up with Ali, I was more than willing to play.

Jenn smiled brightly. "That's it, then. Saturday it is. But until then, you're all mine!" She rocked back and forth slowly on me, our commingled fluids leaking out slowly until she lifter herself off me with a sigh and a gush of fluids. She stretched out next to me, and we kissed and cuddled as we reveled in our afterglow as we fell asleep.

Friday was just LONG. Work was annoying when it was usually fun, and Jenn had promised her cousin she'd stay with her Friday night, and although they went out dancing and bar hopping, Jenn kept texting me "Saturday! :)" when she wasn't complaining about how hard and how much she and her cousin were getting hit on. I thought about texting her back that I was happy to come "rescue" them but knew where that would end up -- and I wanted to save my strength for Saturday -- I knew I'd need it just for Jenn. There was also a real possibility I'd want to fuck her cousin, who was almost as hot as Jenn. They quit early, and I got a "It's Saturday!" text about 12:30.

I spent Saturday puttering around the house, doing laundry, putting clean sheets on the bed, cleaning up, and so on -- all the typical weekend chores. I treated myself to dinner out at one of my favorite steak places, where I had a delicious beef tenderloin with salad, asparagus, and garlic mashed potatoes.

Thusly prepared and fortified, I found myself out at a popular club well known as a meat market. I felt a bit silly meeting there, but Jenn had insisted -- she had said it would "set the proper mood." I couldn't argue -- it just reeked of sex. I was wearing jeans and a long sleeved black tee, and Jenn was wearing one of my favorite dresses -- form fitting, not too many buttons, and tight in all the right places. She looked sexy, and knew it. You could feel the sexual tension between us, helped by my running my fingers over her slim frame. Jenn was the kind of woman other men would openly ogle -- and then size me up to see if they had a chance.

Ali showed up just a couple minutes later and made something of a show about running into us. As sexy as Jenn looked, Ali had matched her -- I figured they must have coordinated beforehand. She was wearing a thin, form fitting black dress, and it was pretty obvious she had very little on underneath it -- no panty lines to be seen. Her dress was cut a bit lower than Jenn's, and it gave tantalizing glances of her glorious breasts, which looked large, well-shaped, and very firm. Her long dirty-blonde curly hair tumbled halfway down her back, and her eyes were shining as she slid into the booth next to me.

"Hi Jenn! Hi, Tom! What are you up to? Didn't know you'd be here." She was just about shouting to be heard over the pulse-pounding techno of the club.

"We're good," Jenn replied, having to talk similarly loudly to be heard. "Thought it would be fun to get out and dance some. Are you meeting anyone?"

A shake of the head, those long dirty blonde curls waving back and forth. I could feel myself stirring unbidden and shifted in my seat, a gorgeous woman on either side, leaning across me so they could hear each other.

"Nope, just thought I'd come out and dance a little myself." She eyed us both quizzically. "You both look great!"

"Always," I said. "You do, too, for that matter."

Ali almost blushed. "Well, helps attract dance partners." She almost smirked -- like she'd ever have trouble, and she knew it. I knew from Jenn that she was amicably divorced and shared custody of her daughter. And Ali wasn't shy -- we were all past that at our age.

The three of us chatted a bit while we each had a drink, the women brushing off attempted pickups and invitations to dance. I had an arm d****d over each woman, they in turn with a hand on my thigh. I felt Jenn's hand move, caressing the inside of my thigh, drifting ever closer to my groin, which started to strain against my jeans. I returned the favor by grazing the side of her bra-less breast through her dress and had the satisfaction of feeling her stiffen slightly. I felt her hand graze my sex through my jeans, which finished the task of firming me up.

I let my hand drift across her breast to her nipple, just lightly grazing it through the dress. I felt her breathe inward, and then felt her hand move off of me, reaching, taking Ali's hand, guiding it over my inner thigh, up and down, up and down . . . inching ever closer to the now-enormous bulge in my jeans. I let the hand on Ali's shoulder reach up to rub her neck under her hair and then to run lightly up and down her spine, feeling her arch her back as my fingertips caressed her back.

"Mmmmm . . . you can do that all night," she said into my ear. I could feel her warm breath on my ear and let my fingers slide down her flank, feeling a sharp intake of breath from her as I reached her side. I felt her fingers tracing up my inner thigh, past where she had turned around, up, up, and on to the bottom of my sex, tracing its outline through my jeans, making me squirm as she reached the tip and started slowly back down. She murmured appreciatively -- I was as hard as a rock.

Jenn moved her head and nuzzled my neck, my skin tingling as I felt her breath and then tongue lightly dance on my neck, turning her body for a better angle, my arm moving to her front, reaching for the breast closer to me, shielded from view by her other one, grazing her nipple and then closing my fingers on it, tugging slightly, squeezing harder and harder, feeling her breathe sharply and her hand on my thigh, alternating stroking me with Ali.

I let my hand wander around Ali's side, and slowly traced just past her breast, finally letting my fingers graze the side of it, feeling another sharp intake of breath. I felt her hand close around my cock, struggling against my underwear and jeans, and squeeze in response. I decided to ratchet things up and let my fingers just graze her nipple and I felt her moan into my neck as I brushed my fingers over her breast, lightly teasing her nipple.

It was an astonishing place to be -- the middle of a packed nightclub, techno pounding over the sound system, dark, with the dance floor lights pulsing, an amazingly sexy woman on either side of me, both playing with me while I played with their nipples. We sat like that, all squirming slightly, breathing heavily, for a couple of minutes.

I felt Jenn move her hand and slide off of the seat of the round booth we were in. She leaned in and grazed my lips with hers, her nipples very obviously poking through her dress.

"I'll be right back," she said somewhat breathlessly, heading off to what I assumed was the ladies room. I felt Ali give me one more squeeze and then look up at Jenn, who had her back to us as she walked -- no, sashayed -- to the ladies room. She looked back just as she was about to turn the corner and I could have sworn she winked and nodded at me as she moved.

Ali's head turned to me, her eyes shining, her nipples poking through her dress even more provocatively then Jenn's had been. Her lips parted slightly, and I couldn't resist the invitation -- I leaned in, grazing my lips on hers, feeling her tongue flick out and touch mine. We leaned back, and both laughed.

"I wonder what Jenn would think of that?" Ali said, a smile tugging the corners of her mouth upwards.

I chuckled. "Knowing her, she'd have been disappointed we didn't do more."

"I know that's right!" Ali laughed, and I couldn't miss seeing her breasts move. It was captivating -- her erect nipples trying to burst through her dress, topping breasts that were definitely fuller than Jenn's. I had to admit I was totally undressing her with my eyes, picturing her dress sliding off her body, imagining her breasts on full display as she reached to undo my jeans . . .

We saw Jenn moving back through the crowd, her eyes bright and her nipples still swelling through her dress, still drawing a crowd as she made her way back to us. She reached our booth and grabbed my hand, slowly bringing it to her nose and then lips.

"Sheesh, nothing there! What were you two doing while I was gone? Sudoku?" She laughed, and then Jenn pulled me up, forcing me to rearrange myself as I stood. She winked at Ali, who I could swear winked back. Jenn moved us to the dance floor, pulling me close to her, grinding her hips against mine, feeling me respond, pushing her taut breasts into my chest, letting her nipples rub against me. My hands moved up and down her sides, reaching her ass, rubbing, squeezing, and then moving upwards again, her body molding to mine as danced, pressing my sex onto hers as the music moved us.

"This is going to be so hot!" she said, having to almost shout in my ear. I nodded. "Are you ready?"

I nibbled on her ear and ground my hips into hers, letting her feel my fully engorged cock against her. "Fuck yeah! You both look hot as hell. I thought I was going to lose it when you were both stroking my cock."

Jenn laughed, her pussy pressing hard against my straining cock. "I can't WAIT to see you sliding that cock into her cunt. She is going to love it."

"Should I leave a towel in the closet for you to sit on?" I smirked, my hands now firmly kneading her ass.

"Already done, wiseass. Ready?"

I traced my finger down her flank as an answer, giving her ass a quick squeeze as we made our way back. Ali was already back at our table.

"That was hot, guys! Is it my turn?" Ali yelled, practically panting.

I took her hand and pulled her to the dance floor, knowing Jenn was watching avidly and was about to be summoned "home." I felt Ali's hand on waist as she followed me among the crowd, and felt her fingers graze my ass. I pulled her in close, her breasts against my chest, as I returned the favor, feeling her tense just a little bit as my hand closed on her ass.

"Careful what you start," I murmured into her ear. "You never know where it might lead . . . "

She just smiled and pressed herself against me, feeling my now raging erection straining to get out of my jeans pressing against the thin material of her dress. "Mmmmm . . . " was all she said. We danced for a little while, not being quite as obvious as Jenn and I had been, but letting our hands wonder freely. We weren't alone -- the club didn't have its reputation as reeking of sex for nothing -- and there were couples and groups engaging in just about everything short of sex -- and a few couples who looked like they hadn't stopped short.

We watched one couple like that -- the man pressed up behind the woman, her body shaking, her breasts jiggling, the man behind looking for all the world like he was fucking her right on the dance floor. We turned back to each other and I crushed Ali's mouth to mine, incredibly turned on, feeling her body melt to mine, her tongue dancing with mine, her firm breasts pressed against mine, her nipples hard as a rock, her groin straining to press against my iron hard cock. Someone stumbled against us, breaking our kiss, both us breathing hard.

We made our way back, and Jenn asked if Ali liked dancing with me. Ali just grinned a little bit, looking suggestively at my crotch and then back to Jenn, winking.

Jenn laughed. "Well, you're in luck -- I have to head home. Sonia is sick and the babysitter can't stay. You two stay and have fun. Or don't stay, and have fun." She leaned in and kissed me deeply before leaving, stopping to give Ali a hug and a peck on the cheek.

We watched her go, and momentarily unsure of our next step, we sat down and finished our drink. Ali looked at me somewhat expectantly. I finally got the hint -- "Shall we?"

She nodded, her eyes bright, and we worked our way back to the dance floor, her leading, my hands on her waist, her ass pressed against my crotch. We weren't very restrained on the dance floor this time, kissing, touching, hands wandering as soon as we found a tiny bit of space.

We melted into the crowd, soaking in the sex all around us. I felt Ali's hand on my crotch, fingering my cock through the fabric. I grabbed the back of her head and pulled her head to mine, kissing her hard on the mouth, feeling her fingers undoing my button fly, reaching in to grab my cock through my briefs, her fingers pushing them aside, squeezing my cock right there on the dance floor, surrounded by scores of other sweating bodies. Her mouth broke off of mine and reached my ear.

"Are you going to sex me up tonight?" She asked, emphasizing her question with a firm squeeze of my cock.

I nodded, and moved my mouth to her ear. "Yes. And if you're not careful, I'm going to fuck you right on this dance floor."

"But whatever would Jenn say?" she asked amost coquettishly.

"Oh, she'd understand . . . if she were here, she'd be egging us on -- and probably be disappointed we weren't already doing it."

Ali's eyes flashed, and I felt her moving one of my hands to her dress, underneath, up her legs, to her sex, radiating heat. I rubbed my hand over her hairless groin, just catching her lips, moving a finger between her legs, feeling her heat, grazing her clit, feeling her groan and tighten her grip on my cock. I let my fingers explore, feeling her heat and wetness, feeling her need. I slid a pair of fingers inside her, feeling how tight and wet she was, feeling her try to slide down to get my fingers in more deeply

It was incredible -- I was damn near having sex with my girlfriend's best friend in front of probably hundreds of people, on a dimly lit, crowded dance floor. I took a deep breath and thought, fuck it. I turned her so her ass was to my groin, and lifted her dress. She understood, and finished unbuttoning my fly, moving my underwear out of the way, pulling my cock out of my jeans, grinding her ass into my crotch, my erect cock only concealed by the thin material of her dress, sliding along her soaking slit.

She reached back with one hand and found my head, moved her mouth to my ear. "Fuck me right now," she said. "Fuck me in front of all these people. Now."

She was going to get her wish -- my cock was free and seeking her cunt. I slipped two fingers inside her again as she thrust back, and I could feel her groan. I pulled my fingers out and used them to guide the tip of my raging cock to her dripping pussy, and without any warning rammed my cock deep into her. I felt her gasp as my cock slid into her, bottoming out inside her, sliding out, and slamming back into her. She reached back to hold me inside her, and I felt her pussy muscles contracting and relaxing, squeezing and relaxing. I stayed put for a minute, and then slid my cock almost all the way out before slamming into her again. And again. And again.

I could feel her cunt trying to hold my cock deep inside her, and relished the feeling of power I had as I withdrew and then pounded her pussy again and again. I could feel her moaning, and felt her hands reaching behind her, trying to hold my cock inside her, her ass pushing back every time I withdrew. A split second of clarity again -- I was, quite literally, fucking her in front of hundreds of people, and some of them HAD to know what was going on -- because it was obvious we weren't dancing.

She reached back again and put her mouth to my ear. "Cum with me. Now. I want to feel you cum in me in front of all these people . . . " At least one woman had figured out what was going on, and was caressing Ali's breasts through her dress, pretending to dance with her. At least for a moment -- Ali nodded at her and she then reached into Ali's dress and started playing with her nipples, working to free a breast, and quickly lowering her mouth to it. I felt Ali go rigid, and she had to almost gasp out to cum with her now.

I was amazed -- the guy with the woman sucking on Ali's tit reached over and started fingering Ali's other breast with one hand, while his other reached up the woman's short skirt. The other woman then reached over and freed the guy's cock, stroking it faster and faster as he played with her clit. Ali was able to catch a glimpse of what was going on, and kept encouraging me to pound her cunt by grinding against my hips.

After what seemed an eternity, I felt Ali sliding over the edge as orgasm claimed her. Her whole body shook, and I felt her already drenched pussy flood with her cum as she came all over my cock. That, in turn, triggered me, and I grabbed around the front of her waist as I exploded inside her, forcing my cock even deeper into her as I spewed hot cum into her cunt. I could feel her shaking all over, and felt her collapsing on me. My cock pumped stream after stream of white-hot cum deep into her womb, felt her pussy trying to milk every drop out of my cock, clamping down to keep me deep inside her.

The lights blinked out, then came back on, as the music seemed to build toward a crescendo. The other man had now moved behind the woman he was with, and was pretty obviously now fucking her just as I was fucking Ali. I saw him grunt and close his eyes as came hard, and the woman he was with scream out loudly enough to be heard over the music -- at least from three feet away. She had still been sucking on Ali's nipple, and stopped as her own orgasm claimed her, her eyes closing as she shook uncontrollably, still impaled on the man's cock.

I took a quick look around, and saw that we had drawn quite a crowd of watchers, all urging us to keep going, many of them seemingly not too far behind us. It was a scene I would have expected at our local swing club -- not at one of the biggest downtown clubs. There was a lot of touching and making out going on, and a lot of exposed skin and parts.

Ali and I stayed right where we were, rocking slowly, my cock still impaling her, feeling her breathing slow as her pussy slowly stopped pulsating. I slowly slid out of her, covered in our combined juices, feeling a gush of fluid as the tip of my cock slipped out of her drenched love tunnel. As I concentrated on staying standing and supporting Ali, I felt movement and a brand new sensation. Looking down, I saw the woman who had just been fucked and had been sucking Ali's breast now squatting in front of me. She took my cock in her mouth without so much as a "how do you do?" and started sucking my cock masterfully, straining to get every drop of fluid she could. She jumped up, licked her lips, and mouthed "thank you" to Ali and me. We nodded, and I felt Ali's hand putting my cock away. Before we could say anything else, she and her partner melted away, leaving me and Ali in the middle of the dance floor, drenched in sweat and our combined fluids.

Ali recovered quickly, took a deep breath, and led me off the floor. Although her face was still a bit flushed, and her hair was matted from sweat, you'd never guess we'd just fucked in front of hundreds of people, and that my cum was streaming out of her cunt. For that matter, I still couldn't quite believe what we had just done -- and been a part of.

"Come on - we need to continue this somewhere else. Yours or mine?" she said urgently.

Jenn and I had figured this much out, and knew my house was closer -- and better set up for what we were doing. "Mine," I said. "Come on." I took her by the waist and led her out of the club, a few people clapping at us as we walked by. Jenn and I set it up so that Ali and Jenn came together, so I'd have to drive Ali home.

"K. You're closer anyway. Take me. Now." Her eyes were blazing.

We made it back to my house pretty quickly, though probably not record time. The whole trip Ali was teasing -- touching, blowing, sighing -- anything she could do to keep the tension up. As if it needed any help!

We went inside, and Ali went to clean up while I got us both water. I also checked my phone -- sure enough, Jenn had texted to say she was set. I idly wondered if she'd get jealous at all watching me fuck her best friend's brains out, and then realized it didn't really matter even if she did. At the end of the day, we were fuck buddies. Very good ones, with a solid friendship, but basically fuck buddies. Still, I hoped she wouldn't get jealous -- yeah, the sex with Jenn was pretty damn good.

Ali came out and drained 2 glasses of water, her green eyes still on fire. I shotgunned my second water, and without saying a word led her to my bedroom. I pulled her to the foot of the bed, and kissed her hard on the lips, feeling her respond, her body molding to mine, her tongue and mine intertwining, wandering, exploring. I let my hands wander, exploring her sides, her back, her legs, her chest, her remarkably flat and tight abdomen.

I reached down for her dress and pulled it over her in one motion, dropping it on my dresser. Wow. The only thing she was wearing was a thin bra. I reached around her to undo the clasp, and she stood in front of me nude, her hair streaming down her sides and back. I took a second to marvel, and brushed her ear with my lips.

"You are gorgeous, Ali. Just gorgeous . . . "

I felt her hands at my waist, lifting my shirt, sliding it over my head, then the arms. Then at my belt, undoing it, reaching my jeans, undoing the only button she hadn't undone on the dance floor, lowering my jeans and pulling them over my feet as I stepped out of them. I stepped out of my socks and felt her hook her thumbs in the waistband of my underwear, sliding them down and off, leaving me standing naked in front of her, my cock hard at attention.

"Mmmmm . . . Jenn always said you had a great body. And wow is she right . . . "

I felt her mouth move down my neck, down my chest, over my stomach, around my legs . . . I felt her hand circling my groin, teasing, getting closer and closer and then grazing my cock, then grasping it, then squeezing. She started to stroke me, her thumb and hand in an "O" as she moved up and down. I didn't move -- it felt heavenly. I felt her kneel down and felt her breath on cock, then her tongue on my tip, exploring. Her mouth opened wider, pulling my manhood into her mouth, deeper, deeper, her tongue and lips working together, sucking gently, then harder, then gently, then harder . . . all while she was stroking me with one hand. It was blissful.

Out of the corner of my eye I could see the closet door open a few inches, and thought I could hear faint breathing. Oh, right! That was the other part of the night. I had, unbelievably, almost forgotten. Ali must have caught it too, because she turned us slightly to give a better view to anyone in the closet as she continued to take my cock deep into her mouth.

As I felt myself get close to the edge, I pulled Ali up, away from my cock, and let my hands cup those beautiful breasts. They're bigger than Jenn's by a fair bit, though not quite as firm. Ali had bigger nipples also, and she moaned as I tweaked them with my fingers, moaning louder as I squeezed her whole breast and then took her nipple in my mouth. I felt her quiver as I tongued her nipple, and actually shake as I sucked her whole breast into my mouth, hard.

Ali turned and looked at the closet for a second and smiled at it, after which I grabbed her hips and maneuvered her around to the side of the bed, pushing her down, my cock just raging at the beautiful body under me, knowing it was soon going to be slamming into the cunt it had so recently enjoyed. I climbed on top of her, my mouth sucking her tits hard, my fingers wandering from her nipples to her sides to between her legs, feeling how wet she was, slipping a finger inside her and feeling her pussy almost convulse. I raised the finger to my mouth and licked, then lowered it to her mouth. She grabbed it and sucked it hard, her noises of approval leaving no doubt what she thought.

"Fuck me, Tom. Fuck me NOW!"

I was going to, but not quite yet . . .

I spread her legs wide, exposing her gorgeous hairless pussy to me, seeing our combined fluids oozing out, lowering my mouth to her belly button and teasing mercilessly with my tongue, slowly getting closer and closer to her sex, finally grazing it with my tongue. I felt her squirm as my tongue teased her. I was finally overcome with lust, and dove down to her clit with my mouth, biting down, sucking hard, pulling our juices from her pussy, lashing her with my tongue as my hands crushed her tits and my rock hard cock begged me to let it fuck her.

I took a deep slurp of her pussy and held the juice in my mouth, moving to kiss her. Her mouth met mine hungrily, her tongue demanding our juice, sucking my tongue almost out of my mouth. I felt her hand on my cock, pulling me closer. I moved closer, letting the tip of my cock rub her sex, feeling her heat and wetness. And then, with no warning I rammed my cock deep into her drenched cunt. I heard her scream as my cock stretched her tight cunt and bottomed out, withdrawing to slam into her again. I felt her fingernails on my back, scratching, leaving red trails behind.

"Fuck me, Tom. Fuck me hard. Harder. Yeah -- that's right. Hard. Pound me with that gigantic cock of yours. Fuck me like you fuck Jenn . . . "

"Is this what you want, Ali? You want me to fuck your tight little cunt with my giant cock? Because that's what I'm going to do -- I am going to fuck you all night long, until your tight nasty cunt can't take any more and you beg me to stop."

"Oh, just like that -- that's right. Fuck my nasty wet cunt. Make my hot wet cunt all yours. Fuck me -- yeah -- like that." She gasped the last part out as I changed my angle slightly and slammed into her cunt, bottoming out on some part of her.

"You like that, huh? You like my big fat cock in your hot tight cunt? You better, because you are my fuck bitch for tonight, and I like how my cock feels in your pussy."

I rolled her over onto her stomach, and grabbed both her breasts with my hands and squeezed her nipples hard, making her gasp.

"Not . . . so . . . .hard." She panted it.

"Too hard? Tough -- I'm going to fuck you however I want." And I rammed my cock back into her tight pussy, making her whole body shudder. I kept that up, ramming into her and squeezing her nipples hard.

"Harder . . . squeeze my tits harder . . . feels . . . good." She managed to say.

"Oh, so now you like that? Good, because I love your tits and I love squeezing them. Just wait until I turn you over and I can bite them. You're going to love that, aren't you?"

She was panting, close to orgasm -- hell, so was I. "Yeah . . . bite my tits. Hard."

I rolled her over again, and now it was easy to hear another person breathing. Hard. And I could just hear slurping noises as I imagined Jenn fingering her self frantically -- or maybe even fucking herself with her biggest dildo.

I grinned to myself as Ali rolled over to her back. God, she was gorgeous. And sexy as hell -- I wanted to fuck her so bad I couldn't think straight. Now I regretted not having made a bigger scene at the club -- we would have been incredibly hot.

Ali eyes were blazing as she grabbed me by the hair and moved my mouth to her breast. "Bite. Hard."

I bit down. "Harder, damn it!" I bit down harder. "Goddamnit -- HARDER. Like you're going for blood." Wow.

Harder I bit, and I could now feel Jenn in the closet, like she was moving closer. "Yeah -- like that. Now fuck my cunt."

I rammed my cock back into her pussy, savoring how tight and wet she was. I could feel her body quaking as an enormous orgasm built, and I knew I was right behind her. As she reached up for me again, I had a flash of inspiration, and lashed her hands to the bed. As soon as she felt what I was doing, I could feel her pussy contracting with excitement.

"That's right, Ali, you're my fuck bitch for tonight. How's it feel being tied down to my bed? With my cock buried inside you? Knowing I'm going to explode in your cunt and fill you with my cum?"

"God yes . . . I'm your bitch . . . I want your cum . . . explode in me . . . "

Hearing that she was my bitch and that she wanted my cum pushed me over the edge. I felt my balls building and let it all go, exploding in orgasm, screaming as I came in her cunt, jet after jet of white-hot cum blasting into her, feeling her orgasm claim her, feeling her squirting all over us as she came, her arms straining against her restraints, her eyes crazed and unseeing, mouth open, shouting just like I was.

We came together for what seemed like hours, finally collapsing to a twitching mass. I was just able to undo her hands before another set of aftershocks hit me, then her, and then me again, each triggering the other. We were both now aware of a third person in the room, as Jenn was now standing at the foot of the bed, nude, breathless and looking like she had run a marathon.

Ali and I slowly came back, still coupled together. Jenn was now by the side of the bed, completely naked, one hand busy on her clit and the other squeezing one of her nipples. Ali and I made room for her on the bed, and she lay down with us, with an almost dazed look on her face. I knew that look -- she had it after a powerful orgasm.

Jenn looked at both of us, with wonder on her face. "Oh my god, guys. I knew you'd be fucking hot together, but I had no idea it would be like THAT. You have no idea how exciting it was watching and listening to you was."

Ali recovered pretty quickly. "You should have seen us at the club! And shame on you for not sharing him before this!"

Jenn looked at us quizzically. "What trouble did you get into in the club?"

"Well, I got a bit drunk and dared him to fuck me on the dance floor. And he did. Probably helped that I was giving him a handjob while daring him . . . And the woman sucking my tit was pretty fucking spectacular - especially with that cock inside me."

Jenn stared at us. "You fucked her on the dance floor? Wow. I want a turn!" Far from being jealous, she was very turned on.

"What was your favorite part?" Ali asked, looking over at Jenn.

"All of it. I had one of the best orgasms ever watching you two. You were just fucking amazing. WAY hotter than I expected. Loved hearing you talk dirty -- and watching his cock fucking you -- wow."

Ali grinned -- "Want to do it again?"

"Are you k**ding? You two need to get back to it."

"You should have warned me about how long he can go -- and how much he can cum. I'm gonna be leaking for days. God that was amazing."

As the conversation was going on, I had gotten us all water. I slid onto the bed in between the two women, draining my water. They were both still slightly flushed, as I'm sure I was.

Jenn finished her water and got up. "Well, I need to get home before I crash. Want to do something tomorrow?"

Ali reached up and pulled her back down. "Not so fast -- we're not done with you." She reached over and pulled Jenn to her, her lips reaching to Jenns', her mouth opening as she crushed Jenn to her, their erect nipples meeting, making both of them quake just a bit. Ali kissed Jenn deeply, feeling her respond, moving her hand somewhat tentatively to Jenn's breast, grazing it, then cupping and caressing it, before squeezing the nipple, softly at first, then harder.

Jenn moaned into Ali's mouth, and her arms reached out to hold Ali's head so they could kiss harder, reaching around to grab that mass of curly dirty-blonde hair, her other hand moving lower to Ali's abused breasts, caressing, cupping, and then softly squeezing.

I was spellbound -- I had had no idea this would be happening. I watched as they continued to kiss, seeing their tongues intertwining, their hands wandering over each other's body, coming closer together. I moved slightly to give them easier access to each other, and Jenn slowly moved Ali on the bed, pushing her down on her back, her fingers tracing all of her gorgeous curves, her chest heaving. Jenn slowly lowered her mouth to one of Ali's breasts and clamped down, sucking softly at first and then harder as Ali moaned. I saw Jenn's hand moving down Ali's stomach, fluttering across her groin, a fingertip just grazing Ali's flower and seeing Ali arch her back. Jenn let her finger explore Ali's beautiful pink folds as Ali almost hyperventilated.

It was an awesome sight -- Ali was almost twitching, and Jenn let her fingers explore more deeply, sliding into Ali while her mouth alternated from one breast to the other. I saw Jenn start to slide her mouth down Ali's body, kissing and licking her way down to Ali's hairless groin, her tongue gently flicking Ali's clit and folds, driving her wild. Jenn let her tongue slowly explore all of Ali's folds, gently taking her clit into her mouth, blowing on it, letting her tongue slide just a little deeper, all while Ali squirmed and watched as her best friend ate her pussy. I could hear Jenn starting to slurp, and it occurred to me that I was rock hard again.

I lowered my mouth to Ali's and gently kissed her, tracing her lips with my tongue, thanking heaven for all the water I had drunk. I moved my mouth to her breasts and feasted on them again, more gently this time. My hands somehow found their way to Jenn's breasts as she continued to tongue and suck Ali's sex, and I felt her back arch as I squeezed her nipples.

Ali looked at me and then at Jenn, then looked at my cock and back to Jenn, her eyes glazed over in ecstasy. I finally got it, and moved behind Jenn, who wiggled her ass at me provocatively. An amazing sight as I lined up -- I could see Jenn's pussy literally dripping, the drops sometimes falling on her thighs and sometimes on the bed. Through her spread legs I could see her tits hanging down, and could see her face buried in Ali's groin, hearing her slurp and Ali moan in response.

I kneeled down behind Jenn and let my cock flop on her ass, my knees behind hers. I let my cock fall between Jenn's legs and lifted, letting it slide up and down her literally dripping slit, her juices coating my cock on top of the combination of me and Ali. Jenn was tonguing Ali harder now, and moving her pelvis to try to catch my cock. I put my hands on her hips to stop her moving, and gently pushed her into Ali's groin, drawing a sharp gasp from Ali.

My eyes drank it all in -- Jenn on her knees in front of me, her face buried in Ali's beautiful snatch, Ali spread-eagled on the bed, her head just lolling and her breasts quivering, my cock lined up on Jenn's dripping slit. I reached down and lined up my cock with Jenn's cunt, and slowly pushed all the way in, feeling her always tight pussy contract on me as I slid in all the way, bottoming out on her cervix and pushing it aside. She gasped as I entered her, and I could tell her breath was driving Ali wild. I slowly withdrew until just my tip was inside her, and slowly slid back in, luxuriating in the feel of Jenn's cunt gripping my cock so tightly. I could feel Jenn breathing sharply, and knew it wouldn't take much to make her cum -- which was a good thing, since I wouldn't last long in any event.

Jenn pushed her hips back at me, trying to get me in even deeper, and I shifted position slightly so I could fill her completely. We were well sized -- I was just a bit bigger than she can ordinarily take, so she stretches just a bit to fit my entire cock inside her -- with the predictable result that it felt amazing for both of us. I started a slow rhythm, in and out, in and out, feeding her arousal, feeling her pussy grasping my cock, wanting my seed. I picked up the pace, slowly accelerating, and saw Ali's hand on Jenn's head, keeping her mouth on her clit, watching as Jenn sucked her and as I fucked Jenn.

Ali looked up at me and slowly licked her lips. I have no idea why, but that simple act moved me to the point of no return, and I started pumping my cock into Jenn's cunt faster and faster, and harder and harder. It couldn't have been more than 4 or 5 strokes before I felt Jenn's body start to spasm in orgasm, her vagina clamping down on my cock, squeezing it hard as I pounded her. I felt as much as heard her scream into Ali's pussy and Jenn's cunt seemed to just explode, squeezing my cock harder than I had ever felt before, rocketing me over the edge. I shouted -- what, I don't know -- and felt my hands hold on to Jenn's hips in a grip of iron as I exploded into Jenn, my cock pumping her full of my white hot cum, stream after stream splashing the walls of her womb, drowning her cervix in semen. I was dimly aware of Ali screaming as well, as Jenn bit down involuntarily on the hooded mass of her clit, and dimly saw fluid erupt from Ali's pussy, spraying on to Jenn's face, sending jet after jet into Jenn's mouth.

We stayed like that for what seemed like a long time but could only have been a minute at most, all three of us uncontrollably shaking and utterly spent, my cock still impaling Jenn, Jenn's mouth still on Ali's clit. Finally, we started to disintangle ourselves. As my cock slowly slid out of Jenn, a flood of fluid poured out as Ali watched intently. She reached out a hand and cupped Jenn's groin, catching some of it and slowly bringing it to her mouth. She sucked her hand and sighed in contentment as Jenn and I slowly moved up next to her.

Hours later, we woke up a sticky, tangled mass, just reeking of sex. I looked at the two women in my bed and shook my head -- I had to wonder if last night had really happened. Of course it had -- all three of us were just covered in sex fluids and you could see bruising on all of us. First Ali, then Jenn, came to. I kissed both, and offered breakfast -- or brunch, as it was almost 10. We made our way to the kitchen and had coffee with bacon and eggs.

None of us had said much, nor did we even comment on still being naked, which gave making bacon just a bit of excitement. We ate quietly.

Jenn finally broke the silence. "OK, I have to say it -- that was the best night of my life. Thank you, both, for making it so good. I have never been more excited. Just . . . fucking amazing." She shuddered a bit, remembering.

"When can we do it again?" Ali's eyes were shining. "Because that was absolutely the best time I have ever had."

For my part, I was floored. It had been the single best night I'd ever had. And to hear Jenn and Ali say the same thing was all I could ask for. "I'm game any time -- Jenn?"

Jenn's eyes flashed. "Any time? How about 'all the time? Ohmygod that was hot - I can't believe how hard I came watching you two. And that's the first time I've ever been with a woman -- what the hell were we waiting for, Ali?"

Ali and I laughed agreement.

"I thought I was going to explode when you were eating me and Tom was sucking my nipple." Ali u*********sly reached up and started caressing her nipple. "Oh, wait -- I did. All over your face, right, J?"

Jenn zoned out for a minute, remembering the feel of Ali squirting her face, the taste of Ali's cum in her mouth, the feel of my cock exploding inside her. She sighed. "I have GOT to move closer somehow. Anyway, how's tonight? Might have to go a bit more gently, though, 'cause I'm sore all over."

Ali was almost panting at the thought -- her nipples were fully erect again, and you could tell I'd need a towel for her chair when we were done. "I'm in. Not sure they'll let us back in to the club, though -- I think they saw us. Should we change it up a little? Maybe go to the Ritz and pick each other up?" The Ritz was another club well known as a meat-market pick-up place. I think Jenn and I were surprised a bit that Ali suggested it -- the reputation it had was as a total slut fest. But what better place? I filed away in the back of my mind that there was more to Ali than I knew.

"Sure -- good idea. That works for me," I said, my loins stirring again, somewhat remarkably considering all the activities of last night. "And I think you two should dress appropriately. And be ready for anything."

Jenn saw me and laughed. "That's what I like about Tom -- he's such a horndog. Yeah, that's fine -- about 7? I do have to head back tomorrow morning. And I have some running around to do today before I can head back."

"Hey, horndog is good! It's been a long time since I've been with someone who could keep up with me. 7 is good -- and I'll 'dress accordingly." Ali winked, her nipples still erect. One of her hands moved below the table and came back up wet. She slowly put it in her mouth and sucked lasciviously. "Mmmmm . . . "

Jenn nodded to Ali. "I know what you mean. Do you mind running Ali home?" The last bit for me.

"Yep, will do whenever she's ready." I looked over at Ali -- "Might be a while, though." Ali slowly licked her lips again.

Jenn laughed her golden laugh again. "Just make sure you save some for me! OK, let me find my clothes and I'll see you about 7."

As Jenn put her dress back on, Ali decided on a quick shower. I got her a towel, etc., and sent her in with a quick kiss. Jenn leaned over and whispered in Ali's ear, then kissed her deeply, their tongues intertwining. Jenn broke away, kissed me passionately, and headed out. I heard Ali finish her shower, and pulled on some jeans and a sweatshirt.

"That felt great!" Ali said, as she toweled off in front of me. "I'm ready for round 2! Or 11, or whatever we're on." She put on her bra and pulled her dress back on, making me flash back to last night when I had imagined sliding it off of her. It had stains all over it- I knew we'd been busy, but seeing her cum-spattered dress really underlined just how wanton we'd been.

We made it to her house without incident; both of us knowing it'd be better to save our energy for later that night with Jenn. As I drove home I wondered just what we had started. Ali was someone I could fall for hard. Jenn was too, but she lived out of state half the time, and that's not sustainable. If it could work, I'd be thrilled if the three of us could be a triple as opposed to a couple. I'd have to see how that played out, because it was pretty obvious to all of us that Ali was interested.

Ah well -- food for thought, and time to think on it. I wouldn't be a bit surprised if Jenn and Ali had already thought down that road. Meanwhile, we had tonight to look forward to -- I wondered how it would play out.