I had been invited to spend a couple weeks with Karen at her home in Ft. Lauderdale. I had met her a few months ago at a computer convention where I was teaching some basic computer classes. She didn't know anything about computers and wanted to learn to move up in her company. We seemed to really hit it off and before the convention was over, we found ourselves getting to know each other in a whole new way!

Karen was a true lesbian - she had sworn off men after having a terrible experience with her ex-fiancé and now she lived with another girl, Gina, in their very nice three-bedroom home. Gina had went to visit her mom for a month and so Karen had invited me down to visit her.

I'd had a couple lesbian experiences before meeting Karen - you know the typical college "finding myself" things. Nothing serious... I still liked a hard cock inside me! But I had to admit, something about Karen's touch made me just melt into a puddle every time!

I had been there a week already and we'd had many wonderful times. She took me shopping and sightseeing, showing me what Florida life was like (a far cry from my own Pittsburgh existence!). I had my first taste of Cajun as well as Cuban food, and when we were tired of hitting the shops and the sights, we would come back and hit the sheets for more intimate fun! Karen was an animal in bed - nothing seemed to shock her or slow her down. I knew that I would have to go back home just to catch my breath!

One night Karen and I were sitting on the sofa making out a little - you know the grabby-feely, kissing stuff, acting like a couple schoolgirls. We were getting a little excited and were talking about taking the games to the bedroom for some more serious fun, when the door suddenly opened.

"Gina! Hi hon, what are you doing back so soon?" Karen asked, surprised to see her roommate and girlfriend.

"Mom has a new boyfriend and I was kind of the third wheel. I came back home so I wouldn't be in the way," she said. "But I see that you have a guest too."

"Oh yeah, This is Kim. She was the one I told you about who was teaching at the convention. I invited her to come down for a vacation when you said you were going to see your mother," Karen said, introducing us to each other.

"Hi Gina, nice to meet you," I said, offering her my hand.

"Nice to meet you too, Kim," she replied, shaking it. Gina stepped out of the room for a minute to take her suitcase to the bedroom.

After Gina left the room, I leaned over to Karen and whispered, "I guess our plans are off for tonight. That's too bad because I was just getting heated up too!"

Karen tilted back her head and laughed. "Oh no, our plans are not off at all; in fact they are just getting started. I know you, Kim; you are a pretty kinky girl, even though you act shy and innocent most of the time. Yes, I was planning on having some hot, nasty, kinky sex with you tonight. But now with Gina home, I wonder if you would consider having a threesome. I hope you are game, Kim, because I would really love to be with you two tonight. And when I say 'be with,' I don't just mean hanging out and watching a movie. I mean I want to 'be with' you two in the most intimate way." Karen said quietly.

"We were just about to go into the bedroom, Gina. If you want you can get freshened up a bit and join us, I don't think Kim will mind!" Karen said when Gina returned a couple moments later.

"No I don't mind a bit! Please Gina come on and let's make a pussy party out of it!" I said. Karen had told me about her girlfriend and if what she said held true, Gina was just as wild and sexy in the sack as Karen was. This promised to be really fun!

"Okay, let me go wash off some of this travel first, and I'll be there in a few minutes. Why don't you two get warmed up some... just don't get too warmed up and finish without me!" Gina said, giving Karen a kiss then heading to the bathroom.

Karen and I went into the bedroom and proceeded to get undressed. Once we were both in nothing but our panties (we decided that a little "unwrapping" made things more interesting!), we lay on the bed. Karen, as usual, made the first move, throwing an arm over me and kissing me. She started kissing me on the lips, then she moved to my ear, then neck, then collarbone. From there, she kissed her way down to my tits and stopped, spending some time licking and sucking and chewing on my hardening buds.

It was as Karen was busily feasting on my throbbing nipples and tits, that Gina walked into the bedroom. She saw that we had gotten the party off to a good start, so she crawled up the bed to lay next to me.

Gina lay down on the other side of me on the bed. Now I was laying in the between two stunning women, and I was excited about being in my first all-girl threesome!

Karen put her hand on the bare skin of my leg. She began lightly tracing her fingertips up my leg, so light I could barely feel it, but I sure felt the fiery trail they left on my skin! She started to caress my legs, rubbing her hands up and down from my thighs to my knees. When she moved high enough to slip under my panties and brush across my clit, I nearly had an orgasm on the spot! As Karen slipped her fingers into my very wet cunt, Gina started to kiss my neck. That was it - I was hooked... my legs turned to jelly, and I let those two women seduce me.

I decided to just go with the flow and let them do what they wanted to me. Karen obviously wanted to have hot sex, and she wanted it soon, so I decided that she could have it. And Gina had been feeling left out when she visited her mother because of her new boyfriend so she needed attention too.

Gina started to feel me up, playfully pinching and pulling on my nipple, then circling it with her fingertip. The attention made it get instantly hard and erect, as if was asking for more. Gina eagerly gave it the attention it craved too, as her hot mouth fastened itself over my nipple and she took as much of my tit into her mouth as she could. I moaned and turned to Karen, kissing her deeply on her luscious red lips, letting her tongue slip into my mouth and French kiss me deeply. Our tongues explored each others lips and mouths, and I started to feel a flow of juices in my pussy from the hot kissing. Gina suckled on my tit and she knew just how to do it to make it feel amazing. There is an art to sucking a woman's breast and she was a virtuoso at it. I turned to Gina and kissed her lips for the first time.

Gina was even more in control with her kissing than Karen had been; she looked me straight in the eyes and insistently kissed my mouth firmly while still feeling my right breast. It felt so hot having two women working on me at once, and I felt a strong urge to take off my panties and let them enjoy my pussy as well. I was just about to slip out of them when Karen beat me to it, and sliding them down my legs and removing them for me. She pulled the wet garment to her nose and then showed it to Gina.

"Doesn't she smell wonderful?" Karen said. The two girls deeply inhaled my scent and the sight made me moan even more.

We took this short break in the action to finish getting undressed, Karen and Gina removing their panties as well. Now all three of us were completely naked and ready for the fun to begin in earnest.

I saw Gina's breasts for the first time then. They were smaller than my C cup and much smaller than Karen's huge DD tits. I was able to easily cup each one in my hands. I gave them long, lingering caresses, and licked and nibbled on each of her tender nipples, making them nice and hard. I was so engrossed in Gina's soft, but tasty, tits that I almost had forgotten about Karen until she started to play with my own bare breasts, and when I looked at her I saw her pleased smile.

Gina started to make out with Karen and I felt momentarily rejected; I guess this was one reason I had been hesitant to participate in a threesome. It felt really weird to be in the middle of the bed as the two women made out right in front of me, both of them leaning their half naked bodies over me. But I decided to make the best of the situation, and I played with four breasts. The contrast was interesting; Karen's breasts were enormous and very light colored; Gina's were small and darker in color. Karen's nipples were very pink and smaller than I would have expected given the size of her chest; Gina's nipples were very big and dark red.

Just when I was really starting to feel left out of the kissing, both of them started to lick and kiss my tits at the same time. This blew my mind, having two hot mouths on my tits at once, sucking and nibbling on my nipples. Karen started to rub my pussy again, fingering my wet slit and causing me to moan and squirm under the multiple assault. I lay back and enjoyed all the attention I was getting.

After a few minutes of this loving attention, I decided to return the favor and suggested we rotate positions. I had already tasted Karen's pussy but I was eager to sample Gina's honeypot. So with Karen sitting against the headboard, propped up with a couple pillows behind her back, and Gina semi-reclined in front of her, leaning back into her arms and chest, I moved in front and took up a position between Gina's wide-spread legs.

I admired her trimmed brown pubic hair. Karen said "Good job, Kim!" She had been pleased to see me take the initiative and move in on Gina. Gina sat there nude and spread her legs, giving Karen and me a good look at her glistening pink pussy lips. Since the theme of the night seemed to be "go fast," I wasted no time in taking things up to the next level. I got down on my knees between Gina's legs and gave her some quick hot kisses right on her pussy. It tasted a little different than Karen's, but that is not a complaint. It tasted nice and sweet between her pussy lips, and I started to kiss them as passionately as I had kissed her lips earlier. She moaned loudly when I stuck a finger into her pussy while still licking her pussy lips. Then I really kicked it up a notch when I started to kiss her swollen, throbbing clit.

Meanwhile, Karen had come from where she was holding Gina and moved behind me and had another surprise for me. I felt her start to knead my ass cheeks from behind. It felt great having her hands all over my bare ass while I was giving another woman head at the same time. Gina started to run her fingers through my hair, and she took my head in her hands and pushed my face harder down between her legs, urging me to lick faster. I teased her a bit, slowing down my long licks when she wanted me to speed up. She put her hands on my shoulders and said, "Lick it faster. Please!"

I obliged her, and really buried my tongue between her legs. I felt Karen's hands on my ass, and then suddenly felt something cold and wet on my anus. I turned around and gave Karen a puzzled look, and she smiled.

"Relax, honey, and enjoy what was coming!" she said.

Feeling her rub some lubricant into my ass, I had an idea of what was coming next. I had never had a woman use a strap-on in my ass, but I knew that Karen and Gina used to do that.

I wondered what it would feel like. I'd had anal sex with men before, but never with a woman.

I forgot about Karen for a minute and plunged my mouth into Gina, eager to get her off. She was the first one to have an orgasm, as she physically grabbed my head and made me fuck her with my mouth. I licked her like crazy, making her hips rock up and down until I could tell she was coming. She screamed while grabbing my hair, and I felt her wet female juices all over my chin as she came hard, gripping my head with her legs and thrashing all over the bed. Just as she started to come down from her orgasm, I felt something plastic start to invade my ass.

I looked behind me, and the naked Karen had a look of lust on her face. She had attached a strap-on to her hips. I looked at the monster dildo, and said "Karen, it's way to long, that thing is like a foot long!" I was not exaggerating; it looked like a very realistic erect cock, flesh colored and veined, and a foot long in length.

She gave my ass a hard slap and said "I have faith in you Kim, you can take it in."

The spanking startled me, it was not just a friendly little tap; it was quite hard and it stung a little. But as the sting set in, it aroused me even further - I liked it! She spanked me a couple more times until I began to moan. Then I felt her sink the huge strap-on deeper into my ass. Luckily for me, she was generous with the lubricant, and it slipped in much easier than I had thought it would. But the enormous thing still stretched me to the limit. I had never had anything penetrate me so deeply in my ass, or open me up so wide. She gave me some more spankings, just as hard as the first one had been. It felt wonderful!

While my attention was focused on what Karen was doing to my ass, Gina had spun around and was now in a "69" position under me. I was on hands and knees on the bed, my ass was sticking up in the air being penetrated by Karen's strap-on, and Gina was underneath my pussy, licking it, sucking on my pussy lips and licking my clit, while I was getting fucked from behind.

When Gina reached down to fondle my tits, I nearly came on the spot. I was being stimulated in so many ways; my pussy, my ass, and now my tits. She pinched my nipples gently, not too roughly. Karen was really pumping away from behind me, and she was making load grunts and moans as she fucked my ass. Meanwhile Gina had started to finger fuck my pussy with one hand while she licked up the juices I was making and licking my clit for more. She stopped for a minute, and I felt a bit let down, but then I felt something buzzing on my clit, and I looked down to see a slim red vibrator right on my bare cunt.

I didn't know how a vibrator had suddenly appeared out of nowhere, and I didn't really care; all I knew was that it felt incredible, and I was about to cum from Gina's hand and the vibrator masturbating me. I felt the dildo plunge in my ass even deeper, and I started to really savor the feeling of having my ass stuffed. I let Karen use my ass for her pleasure while Gina fingered my cunt and vibrated my clit. She turned up the speed a couple of notches, and I thrust my pussy the best I could into her hands. She stuck her long finger in and out of my hole until I felt the orgasm begin.

"OHHHGAAAAWWD! I'M CUUUUMINNGGG!" I screamed out into the room announcing my orgasm.

It was so incredibly intense to cum while being stimulated in so many ways. Karen really increased the tempo of her thrusts from behind while Gina furiously masturbated my pussy and clit with both a hand and the red vibrator. I let go and had an earth shattering orgasm, screaming and moaning while thrashing around. I remember my ass contracting while I came, and the long dildo was still inside me. My pussy shook and quivered, and clamped around Gina's fingertips while she buzzed the vibrator on my swollen erect clit. I finally started to come down from the heights of bliss, and Karen was still fucking my ass. I wondered how she was getting pleasure from this, and I later learned that the strap on had little nubs in the front that rubbed her clit while she pumped into me.

I heard Karen moan out in a fit of pleasure, and knew she was coming hard. She spanked my ass hard while she came, and by now I didn't mind it and I was actually starting to enjoy the feeling of having my ass reddened. She thrust a little too deep inside me while coming, and my ass felt a bit sore inside from the extra deep plunging, but I didn't want to interrupt her pleasure, so I let her thrust deep and hard into me.

We all were all quiet for awhile after having our intense first orgasms of the night, and we lay in a sweaty heap of nakedness on the floor. The next hour was quiet as we lay together; caressing and kissing each others spent bodies. All the touching soon got us hot and horny again and I surprised Karen by physically grabbing her body and rolling her over onto her back. I sat down on her face and put my pussy right up to her mouth. She had played rough and nasty with me, and it was time to pay her back.

"Lick my cunt, Karen!" I yelled at her. She eagerly accepted the submissive role, and started to eat me out as I ground my pussy into her face. I felt shivers up and down my spine as I felt her expertly lick my clit in nice little circles. I put my knees around her head to emphasize my dominant role, and I told Gina to help me out.

"What should I do?" Gina asked. I thought for a minute about how to really charge up the sex.

"Gina, go wash Karen's strap on dildo really good with soap and hot water. Then put on her strap on. Lift up her legs in the air, put them over your shoulders, and fuck her big ass hard. Plunge that big dildo into her ass till she can't take it."

Karen looked up at me in horror, and said, "Kim, I never took the dildo with Gina; I just used it on her. I can't do that!"

I laughed. "Karen, I had never had a monster dildo stuck up my ass either until tonight, and I took it up the ass while you spanked me hard. I think you will learn to accept it rather quickly."

"Oh, all right, I will try it," Karen said.

"You will do more than try it, Karen, you will take all twelve inches of it till your ass is stretched out and sore. And you will love it!" I commanded her, loving the feeling of being in control.

Gina came back with the dildo, and I told her to go get my vibrator from the nightstand. She did as I said, and she reached into the drawer and pulled out a small black vibrator. "No, keep looking, I have a bigger one," I said. Gina rummaged through the drawer and came out with a long flesh colored vibrator. It was bent to give good G-spot stimulation. My idea was for her to use my long vibrator inside Karen's pussy, her own small red vibrator on Karen's clit, and the strap on in Karen's ass, while poor Karen was lying on her back eating my pussy.

I explained the plan to Gina, and soon she was doing what I had told her too. It was hard for me to see, since I was facing the other way. Karen lay naked on the floor while I sat on her face with my legs around her head. Gina started to plunge into Karen's ass with the strap on.

"My ass is too tight, I can't take it all!" Karen whined. Tough luck!

"Put some more lubricant on her ass, Gina. I'm smaller than her, and I took it all in me, I know she can too." Gina squirted a handful of lubricant on the dildo and slid it in farther. Karen looked like she was in a bit of discomfort, so I told Gina to slow down and give her time to get used to it. "Keep licking me, Karen!" I ordered her.

She licked my clit, and then she started to rub my bare thighs with her fingernails. This was a nice touch, and I felt slightly bad for being too rough with her. I could tell she was enjoying the role reversal, however, and she lapped up my juices while moaning and groaning.

Gina had stuck my big vibrator deep into Karen's cunt, and I told her to turn it on full speed. This caused Karen to lick me even faster, and I felt my second orgasm coming soon. Then Gina put her own small vibrator on Karen's hard clit and buzzed away. Karen came first, eagerly eating out my pussy while she came. I ground my hips on her face and came soon afterwards, gushing out female juices all over her mouth and tongue.

Gina was still plunging into Karen, feeling the pleasure of the nubs on her clit. She looked like she was about to cum, but then I had a wicked idea. Gina was the only one of the three of us who hadn't felt the strap-on in her ass yet. I made everyone stop, and I walked over to the bathroom to wash the strap-on.

I came back to them, and put on the strap-on. It felt weird to have a foot long plastic penis between my legs. I felt the little rubber nubs on my pussy, and knew why Karen liked this toy so much. I squirt some lubricant on my fingers and stuck a finger into Gina's ass. "Have you ever experienced this, Gina, or are you an ass virgin like Karen was until I just popped her cherry?" I asked.

"No, I've done this a few times before, Kim. Fuck my ass, I can take it easily!" Gina replied.

I was surprised that she would be so eager, but I quickly stuffed her ass with it. She was bent over the same way I had been over the bed, and I tested the waters by giving her some light spankings. She loved it, and wiggled her ass to encourage more. I spanked her even harder, watching her ass get redder and redder. Karen was not content to just sit and watch, so she sat on the bed and started to play with Gina's tits. I could tell she was pinching Gina's nipples rather hard, but she was also lovingly caressing Gina's back with her hands. I didn't want Gina to miss out on a second orgasm, so I stuck my big vibrator into her pussy. It was hard to coordinate this while still fucking her ass with the strap on, but Karen helped me get the vibrator into position.

I had to ask Karen to rub Gina's clit, because it was too hard for me to do that while also working the strap on inside her ass and the vibrator inside her juicy pussy. Karen joined in and put some lubricant on her fingers. She stuck three whole fingers inside Gina, and masturbated her clit with her spare hand while Gina went crazy with over-stimulation. I thought that the windows would break from the high pitched scream that Gina suddenly let out when she came hard. I kept plunging into her pussy and ass while she came, and Karen kept rubbing her clit.

We all lay down, completely exhausted from the strenuous sexual activity. It was midnight already, and I felt very thirsty. I got us all big glasses of ice water, and we lay on the bed together, talking and laughing about the experience. I teased Karen even more later, putting an ice cube on her nipple when she wasn't looking. We all got our third wind at around one in the morning, but we didn't have enough energy for another round of cumming. Instead we lay on my bed in a tangled mess of limbs and naked bodies, and touched and kissed each other all over until the crack of dawn. Eventually we collapsed and slept together on the big bed, completely spent from the marathon of hardcore lesbian sex.