Best friends give the man down the street a treat.

"Come on Zoey! We don't want to miss trick or treating!"

Zoey was dilly-dallying around instead of getting changed to go out. Yes, we are both too old to be asking for candy on Halloween, but I had other plans.

Walking into the bathroom, I saw Zoey sitting on the edge of the tub, legs spread, sliding a dildo in and out of her pussy. I immediately dropped to my knees in front of her and started licking her clit. With her free hand she grabbed my hair and shoved my face harder into her cunt.

"Yes Mandy! Lick me faster!" Zoey moaned.

I obliged her by flicking my tongue quickly over her clit. She paid me back with her juices pouring out of her pussy. I absolutely love the taste of her pussy. And Zoey knew it.

I knew Zoey was close to cumming by the little moaning noises she was making. I stopped licking and pulled back to sit in front of her.

"Why did you stop?!" She cried.

"You know I want you all worked up for tonight. Remember we are going to seduce Mr. Myers down the street and you need to be able to cum for him."

"You know I can cum a lot, one right now won't hurt!" Zoey begged.

"Nope, put your dildo away and get into your costume."

I stood up. I was already wearing my costume. It was a naughty police officer outfit, with a tiny skirt, bikini top, and a pair of handcuffs dangling off my rear pocket. Zoey started putting on her costume. She was going as a sexy angel. (Think Victoria Secret's commercial). She looked so hot in that little skirt and bikini top. The angel wings with her blonde hair made her look almost saint-like. (But I knew better!)

I tucked a few odds and ends into my "trick or treat" bag and we left the house. Walking down the street we were stared at by a lot of the parents walking with their kids. Mostly the fathers, but we caught a few mothers looking as well. We pretended to be oblivious and walked by holding hands and swinging our bags.

Turning into Mr. Myers drive way, we noticed the TV on through the window; we could see him sitting on the couch with a glass of wine on his side table. We looked at each other and I reached up and rang the bell. When the door opened, Mr. Myers jaw dropped to the floor as he stared in awe at the two of us standing there. It took a minute before he was able to speak.

"Mandy, Zoey, what are you two doing here? It's Halloween and you should be out at a party. Did your car break down or something?"

Zoey spoke first, "Well, we are going to a party, but Mandy and I had something we would like to talk to you about, can we come in?"

"Where are my manners, of course, come in and make yourself at home".

Walking in past him, I lightly brushed against the front of his body. I could tell he was turned on by the obvious bulge in his pants. I walked into his home and stood by the couch. Zoey sat first, and I sat close to her, my one hand resting on her leg. Mr. Myers walked over and sat on his chair; he then reached over and took a large gulp of his wine.

"Well Mandy, what did you want to talk to me about?"

Squeezing Zoey’s knee, I slid forward a bit, leaning slightly so my cleavage was more apparent.

"See, Zoey has never had anal sex and we were wondering if you would be willing to be her first?"

Zoey just nodded as Mr. Myers' jaw fell open. Mandy stood up and walked slowly over to him while he sat gawking. Grabbing her breasts, she squeezed them together and said, "If you help her lose her anal virginity, I will throw myself in as a bonus."

Standing in front of him, she spread her legs apart and snaked one hand down to stroke her pussy through her skirt. That was all he needed. He grabbed her ass and pulled her pussy towards his mouth. His hands slid the skirt up as his mouth fastened on her pussy bulge in her panties. He rubbed her pussy through the material that was quickly becoming wet. His hands snaked up and grabbed her panties and he pulled them down to her ankles in one quick movement. His fingers spread her pussy lips and his tongue found its mark on her clit instantly.

Mandy threw her head back and grabbed her tits, squeezing hard. She loved the oral ministrations he was giving her. She watched, through hooded eyes, as Zoey walked over behind her. She felt her bikini top coming unclasped and felt it slide off of her arms. Then she felt her best friends’ hands cupping, squeezing, and pinching her tits from behind. She leaned back into her, lifted her leg up, and put it over his shoulder. Her hands coming down to press his head hard into her pussy. It only took Mr. Myers sliding his fingers into her pussy and she started cumming hard.

After she came, her knees gave out and Zoey helped her down onto the floor. Zoey then knelt in front of Mr. Myers and started stroking his cock through his pants. Mr. Myers leaned back and Zoey swiftly unbuckled his pants and slid his cock out. Her eyes got huge as she realized what an enormous cock he had. She gasped loud enough that Mandy got onto her knees to see also. Both girls reached out in amazement and lightly touched his penis. It got bigger in front of their eyes just from their light touch.

Zoey leaned forward and licked his cock from base to tip. He moaned loudly when he felt her mouth envelop his cock head. She sucked gently as she slid as much as she could into her mouth. When he was almost to the back of her throat, Zoey could still wrap both of her hands around it; one on top of the other...He was hung!

Mandy slid behind Zoey and started taking off her costume. First the wings, then the bikini top and skirt. Zoey wasn't wearing any panties, so Mandy didn't have to slide those off too.

Her hands slid down Zoey's back, sliding into the crack of her ass and down into her pussy. Zoey's pussy was already dripping wet and Mandy's fingers glided easily over it and started playing with her clit. While she was playing with Zoey's clit, she leaned down and started licking her ass. Her tongue was playing in the crack of Zoey's ass, and sliding gently over her little pucker. Mandy knew she was enjoying it because Zoey started moaning around her mouthful of cock.

Putting both hands on Zoey's ass, Mandy pulled her cheeks apart and shoved her face into Zoey's crack. Her tongue began darting in and out of Zoey's tight hole. Looking up, she noticed Mr. Myers watching as she rimmed her friend. The look of pure lust in his eyes made Mandy's pussy twitch.

Pulling Zoey off of his cock, Mr. Myers stood up, pulling her up with him, and gently kissed her on the mouth. He led her over to the couch and had her kneel on it, leaning her upper body over the arm of it. He then put his hands on her ass cheeks, and spreading them apart, leaned in and took over where Mandy had left off. He rimmed her with his tongue and shoved his fingers into her pussy. After getting his fingers soaking wet, he pulled them out of her pussy and started sliding them over Zoey's tight asshole. Zoey was moaning and squirming from just the feel of his fingers sliding over her pucker. She gasped and tensed up when she felt one of his fingers start sliding into her ass.

Mr. Myers felt her tense up and leaned up over her body and started kissing the back of her neck and her shoulders. After he felt her relax, he pushed his finger further in. He stopped when he got almost all of the way and waited a moment before pulling back out. He was trying to let her get used to it. After sliding his finger out, he dipped it back into her pussy, and then slid it into her ass again. Zoey soon got used to the feel of his finger. The next time he dipped his finger into her pussy, he shoved two fingers deep into her ass. Zoey moaned at the feeling of both of his fingers. It didn't hurt, but it was such a strange feeling.

Mr. Myers pumped both his fingers in and out of Zoey's tight little ass, making sure he stretched her good. While finger fucking Zoey, he felt Mandy's warm mouth wrap around his cock. He shoved his hips forward a bit, trying to get more of his cock into her mouth. She only sucked on him for a moment before she stood up and walked over to her friend. Bending down, she started kissing Zoey while she was being finger fucked in the ass.

Mr. Myers pulled his hands away from Zoey and walked over to the end table. From the drawer in it, he pulled out a bottle of baby oil. Walking back over, he took in the sight of the two girls kissing passionately. His cock twitching in anticipation, he knelt on the couch behind Zoey. He started pouring baby oil all over her ass. Letting it run down her crack and watching it mix with her pussy juices pouring out. He again slid two fingers deeply into her ass and watched in amazement as she pushed back against him. She was definitely ready for his cock.

Pulling his fingers out, he poured some baby oil directly onto his cock and rubbed it all over. Setting the bottle onto the floor, he went closer to Zoey's ass and started rubbing his dick up and down on her crack. Zoey tensed up a bit, but Mandy's kissing made her relax again. Using this to his advantage, he started pressing his cock head into her tight little pucker. Zoey moaned into Mandy's mouth and tried to pull away, but Mr. Myers grabbed her hips and held her still. Finally his cockhead popped into her ass.

Zoey half moaned/half screamed from the sudden intrusion of his cock. He made sure he didn't move while Zoey got used to the intruder in her ass. Mandy helped by kissing her again and stroking down onto her tits. After a few moments, he decided to start moving again. He slid his cock deeper into her, slowly. One inch at a time until his cock was half buried in her ass. He then started pulling his cock back out, until just the tip was inside her.

Zoey was getting used to his cock; she had never felt so stuffed before. She felt the cool baby oil being poured over her ass again, and felt Mr. Myers sliding his cock back in. This time he went further than he did the last time. He also leaned against her back and she felt his hand snake around her and his finger started playing with her clit. This felt amazing with his cock in her ass. She started pushing back against him, and he started picking up speed. Before she knew it, he was sliding his cock rapidly in and out of her tight little ass. Each time he went forward, a bit more of his cock disappeared inside her ass until she felt his groin slapping against her ass. She knew then that she was fully impaled on his cock.

The thought of that huge cock being deep inside her ass set her off. Her pussy started twitching and she felt herself starting to cum. This felt different cumming with his cock buried deep in her ass. Her orgasm started stronger and when she started spasming, she felt herself gushing from her pussy. Oh my god! She was squirting everywhere! She had never squirted before, but being fucked in the ass felt way better than being fucked in the pussy.

Her ass spasming and her pussy juices spraying out onto his legs was enough to set him off. He held onto her hips and shoved himself deep, his cock pouring out his cum in waves of pleasure. After cumming, he collapsed onto Zoey's back, his cock still buried deep in her ass. Gasping for breath he looked over and saw Mandy playing with her clit. "I think I need to make sure she is pleasured too" he thought to himself.