Ursula, Charlotte and Stacey were done. Their buying spree had taken them all over the mall, culminating in an orgy of shopping for incredibly sexy lingerie. Surprisingly, in a fashion universe seemingly created for the toothpicks of the world, they had found a boutique catering to what the three of them had in spades, curves, curves, and more curves.

They even had gorgeous bras in larger than life sizes to accommodate and showcase each woman's succulent and seriously substantial set of breasts. Temporarily drained by the marathon spend a thon, they stopped for a caffeine recharge. Shopping wasn't easy work.

Charlotte and Stacey waited for their cappuccinos at the tiny round table in the center of the mall's atrium, while Ursula flirted with the guy serving. Stacey watched as her friend’s weight shifted from her left leg to her right as she chatted up the strapping boy. Ursula’s impossibly round, size twenty rump looked like two prize melons beneath the smooth snug fit of her stylish khaki pants. No pantie lines, Stacey noted with amusement. Her friend was either wearing a thong or going commando.

Stacey wasn't the only one to notice Ursula’s apparent lack of panties. As Ursula turned with her tray, smiling at them, Mister Coffee server gave that big booty the twice over and elbowed his friend. The two of them ogled her the whole way back and Ursula’s sexy smile, even white teeth between full tangerine lips, said she knew they were watching. She bumped and swayed slowly, the tray balanced easily in her lithe manicured hands, and gave them a show.

"Teasing the boys again?” Stacey teased as Ursula settled into the seat. The three of them had to rearrange all the bags to accommodate her. The afternoon had turned into the shopping spree to end all sprees.

”Now, that boy is sexy,” Ursula noted, matter-of-factly.

"She has a point!" Stacey mused, noticing that the men were still watching. In fact, a third one had joined the pack. They seemed to be weighing their possibilities. Number three made eye contact. He was lean and wiry, his skin a caramel colour. He lifted his t-shirt absently. She caught a fleeting glimpse of the hirsute trail running from his navel, disappearing beneath the waistband of his jeans.

Mmm, Stacey thought, a quiver beginning to stir in her creamy thick thighs, an electrical charge buzzing in her tiny, sensitive clit. She brought the frothy whipped topping of the drink to her shiny lips and with precision ladled a dollop off with her tongue.

”And if he were interested in me? Hell, I'd take that boy and...” Ursula was still blabbing to Charlotte about the first guy. Stacey listened to the deliciously filthy rant. As if they overheard, the trio of hotties were on their way over with a complimentary sampling of biscotti. Apparently, Stacey's tongue samba had been the final straw. She raised an eyebrow at the dusky one and kneed her friends beneath the table. The conversation halted abruptly as the other women instantly realized just what was going on.

A short while later, after they'd wrapped their pretty, painted mouths around several varieties of free biscotti the mall was closing. The three of them, big, black, beautiful Ursula, robust, red headed Charlotte, and dark, alluring Stacey, whose rosebud nipples had not softened since that first lick of whipped cream, escorted their new friends over to the bar just outside the shopping center. After ordering a second round of margaritas, the men headed for the rest room. The women, meanwhile, huddled together and strategized.

"Look, guys," Ursula said, her talented tongue loosened by tequila, "we are hot 30 something young women with curves beyond measure!"

She illustrated this by running her hands over her tight, apricot coloured sweater. The soft flimsy material did little to hide the heaving bosom beneath.

"...and we have sexual talents and appetites that these young guys can't get from the skinny girls they're nailing at college," she added, challenging Charlotte and Stacey with a level gaze.

"And they'll have the stamina to keep up. Let's take them back to your place, Char, it's the closest," Ursula said.

"But I've only got a one-bedroom apartment," Charlotte replied. "There won't be any privacy at all and besides, they've all seemed so into us I can't tell who we're supposed to pair off with, not that I'd kick any of them out of bed for eating crackers, but tell me, who gets who?"

Ursula levelled her stare at them again.

"Well," she said, placing a silky hand on each woman's dimpled knee, "you guys are my closest friends and I've never been with a girl, let alone two, but I've always been curious, haven't you?"

The three women looked at one another, then glanced over as the three young studs prowled their way back to the table. Each lady raised a shot glass. They licked their lips, knowing full well where those lovely lips were headed and the sweet meat between their solid thighs became slick. They downed their shots and made an unspoken pact that the night would end in a sweaty, undulating heap of rippling female flesh.

After the second round and some fun, flirty conversation, Ursula guided the conversation to films and handed them the opening they needed.

“You know Charlotte just got that new DVD game, the one with the movie trivia, but you can't really play it with just three people!” she said.

Derek, the long, lean guy, took the bait eagerly, just as Ursula knew he would.

“We'll take you ladies on,” he said.

His eyes lingered on each of them, as though he were deciding which of them would fill the role of appetizer, who would be the main course and who would serve as dessert.

“Well, then,” Ursula said, eyeing him up and down, before turning to her friends with a devilish grin,”let’s head on over to Charlotte's, shall we?”

The DVD player, they all knew, would be the only thing not turned on when they got there. They piled into Charlotte's van, she’d had to endure her friends loving taunts for buying it, but it looked like buying that van had finally paid off.

"Now I know why you got this thing, Char,” Ursula laughed, then stopped abruptly as Nick, the muscular student, slid in beside her. He put a hand on her ample thigh to test the water, then leaned in. The gloves were off and the game was on.

”Mmm,” Ursula said, as his full mouth covered hers. Just like a young buck, she was thinking as a hand instantly came up to caress a heaving breast, fingers deftly tweaking her disc like, berry coloured nipples through the thin sweater. The others watched, their excitement growing. Then, Derek made his move with Stacey. The chocolate hue of his skin against her gothic whiteness made her pussy instantly flow with nectar. His hand disappeared beneath her skirt, but he didn't kiss her, just looked right into her green eyes to watch her reaction as a nimble finger ducked under the edge of her lacy panties and plunged into her tight, wet honey hole. She sighed and her curvaceous form, petite compared to Ursula but substantial nonetheless, began to ripple with unbearable delight.

"I am going to put my cock into this hot pussy,” he whispered, sliding one finger, then two, in and out, in and out. "But first I am going to lick it and kiss it until you scream.” Stacey moaned. To her surprise, having the rest of them there didn't make her self-conscious. It got her even hotter, knowing they were so close, listening and watching.

"I am going to tongue this little clit,” he said, punctuating his words by gently squeezing her rosebud between his thumb and forefinger, prompting a breathy gasp from Stacey, "until you beg for my dick in that big, white behind of yours. Charlotte, whose own blazing twat was saturating the crevasse between her thick thighs, was hoping that Derek would give her a taste of that, too. But just then, Adam, the quiet blond guy, leaned up from the seat behind her.

"I love redheads,” he said.

"It's natural,” she shot back. She noted the brief stint of silence from Derek. She hoped he was contemplating that fiery slit bearing down on him. Then she turned her attention back to Adam while easing the car into her parking spot.

"We're here, honey,” she cooed at him, tossing waves of auburn tresses over her soft shoulder as she swung out of the van. As he got out, she shoved him against the van and squatted, letting his rod feel her hot breath through his track pants, which were tenting impressively.

"I am going to eat this cock!” she told him, not believing her own boldness.

"And when I am through, you are going to bury your face in me until you're hard again, what happens from there is anyone’s guess!” She stood up then led a wide-eyed and breathless Adam to her door by his waistband. The others extracted themselves from the van and followed quickly.

"Why don't we see what you picked up here?” said Nick, jogging in last with the sacks from the lingerie shop. "How about a show?”

"Sounds like a plan,” said Ursula, leading her friends into the bedroom to change. As the door shut, she squealed and whispered at the same time, a feat only Ursula had mastered.

"Can you believe this? If it's a dream, I hope I don’t wake up in the middle of it!” Stacey whispered, undressing quickly. They all laughed and admired one another’s curves as they shook and shimmied into their outfits, Ursula in a champagne nightie, Charlotte in a beautiful deep-green velvet bra and thong, and Stacey in a berry coloured bra and pantie set. The bra lifted her creamy white breasts up and out, exposing hard peachy nipples. They looked at one another appreciatively and paused.

”This is a first for all of us,” Ursula said, easing Charlotte back onto her bed. ”And I think we should dive right in, pun definitely intended!”

She parted Charlotte's soft, thick thighs, pulling the green lace panties to one side to reveal the silky orange fur her friend prized so much. The pink inner labia protruded gracefully from her cunt lips. The lips glistened as though eager for a lick and Charlotte giggled, watching her friend's full ripe mouth as it descended.

”Mmmm, Charlotte,” Ursula murmured, ever the pioneer. She raised her voice so the men could hear her. "Your pussy tastes just like candy floss.”

Charlotte could barely stand it when the sweet, tender kiss was all too quickly over.

"That was mean,” she laughed, as Ursula helped her to her feet. ”Now let's get out there!”

The women emerged to an amusing scene. Three naked guys seated on Charlotte’s tasteful sofa, stroking their cocks in anticipation. The girls bounced and pranced for them, stroking one another’s bodies, rubbing and squeezing each other’s tits, one set larger than the next. Finally Ursula brought a chair from the dining area and sat, spreading her legs to reveal not panties, but tight, dark, pubic curls. Charlotte, behind her, reached around from both sides and spread wide her friend's pussy lips. The inside, Stacey thought, as she kneeled on the floor looked like something precious. The walls were varied shades of regal purple, like a semi precious amethyst, slick and juicy like the mist covered petals of a flower.

She smelled sweet, too. She had never licked a woman before, but knowing what she liked done to her, she pursed her pretty lips and closed them around the tight, purple bud of Ursula’s clit, gently rolling her tongue over its smoothness, and at the same time, she slid a finger up into the hot, wet tunnel below. Ursula moaned her approval. All of a sudden, someone was behind Stacey, pushing her ass cheeks apart. Her knees weakened as a skilled tongue plied the tight rim of her tush. Her cunt oozed with juice, just like the sweet liquid that she lapped from Ursula’s purple pussy.

Meanwhile, Charlotte got busy with cock, two of them. On her knees, her pendulous breasts swinging free after being liberated from her brassiere, she held Nick's thick cock in one hand and Derek's long, lean member in the other. She couldn't decide which to eat first, so she pushed the knobs together and tongued them expertly, popping one into her mouth for a good hard suck, then the other, all the while jerking and pulling them both. They eased her down onto the floor, Nick straddling her face. She sucked hungrily at his balls as though they were fruit while he pinched and pulled her hard rosy nips.

Meanwhile, Derek kissed his way over the folds of her soft belly, then his full lips pressed against her mound through the lace of her thong. He slipped a tongue underneath, thick and snake like, and eased it amid the folds of her pussy, his strong fingers pressing into her dimpled inner thighs. She moaned against Nick’s musky ball sac. Pressing his tongue, flat and strong against her large swollen clit, he slid a hand underneath and worked a wet thumb into her tense, taut ass. She squealed with delight as Nick moaned and stroked his shaft, working it while she tongued his nuts. The action continued with Stacey eating Ursula’s pussy while Adam, the shy one ate Stacey's ass.

"Put it in me!” Stacey cried from the depths of her best friend's muff. "Fuck my ass!”

Adam obliged, easing gently into the tight tunnel of Stacey's wide, soft behind. She squealed and moaned and just then, Ursula came, writhing uncontrollably in the dining room chair, her knuckles white as she gripped the chair back behind her smooth, milk chocolate shoulders. Her movements had liberated her heaving, brown breasts from her slip. Misty with lusty sweat, she turned her gaze on Derek, Nick and her friend Charlotte. The redhead was nearing the edge. She frantically humped his face and moaned, her belly undulating like the ocean from the motion. Nick's balls were still firmly suctioned into her wide mouth, and he stroked his cock with pleasure as he watched his buddy lick Charlotte's fuzzy, red-tinged twat like a lollipop.

”I need me some of that,” she said huskily. Nick saw the intent in her smoky eyes and the pearly dew on the soft curls of her labia. He nodded toward her, his voice deep.

"Suck it and maybe I'll give you some,” he said, rising and moving toward her. Charlotte's moans got louder without the muffling action of his testicles. Nick moved in front of her. Ursula remained in the chair. She cupped his damp sac in her hand, tickling it with coral painted nails, and their eyes met. His dark eyes watched and she watched him watch her, as she brought her swollen lips to the shiny head of his cock. He'd waited patiently for some quality attention and its velvety skin was stretched tight.

“I think it may be an inch longer than it's ever been tonight,” he sighed as her mouth closed around the knob, her tongue lapping the pre-cum like icing.

”Mmm,” she purred, her tongue working the shaft. ”How long do I have to suck this cock before you put it inside me? Because I love sucking it, but my wet pussy really wants you.”

He grabbed her gently, but firmly, by the shoulders and got her down on the floor in one graceful movement, parting her legs in a flash and cleaving her cunt with his concrete hard on. She screamed with pleasure, egging him on with abandon. By now Charlotte had released into Derek’s waiting mouth and he was on her like a beast. She was bent over her couch, biting one of the pillows, while his pole slid in and out of her big, white moon. She cried his name, the soft flesh of her upper arm swinging gently with each thrust while she braced herself, fingering her button with one hand.

Meanwhile, Stacey had already taken one load in the rear from Adam. Now, she was sitting on his face as Adam lay prone and nearly smothered beneath the folds of her abundant and lovely flesh. His tongue darted in and out of her steaming snatch while she tweaked and pinched her ruby red clit.

Derek watched Stacey while he drilled Ursula. Stacey watched Derek. Nick and Ursula and Charlotte whimpered with delight amid bits of dirty talk. Adam drank from Stacey's furry fountain as she neared her next orgasm. Soon, it was an all out group grope. No one knew whose cock they were sucking or fucking, whose pussy they ate like a last meal, who was giving them the high hard one or whose ass or pussy they were dealing it to.

The symphony of sex came to a crescendo as Derek came all over Stacey's face, covering her cheeks. Ursula, who had been tonguing Derek’s balls while Stacey sucked him, lapped up the creamy seed. With that scene playing out, Charlotte's orgasm rocked her, milking one out of Adam’s rod with her convulsing pussy and one out of Nick's with her ass. Lying in a tangled, sticky heap on Charlotte's floor, the six of them wondered if any sex in their future could possibly top the night's activities. Ursula broke the silence with her trademark humour.

”Anyone for coffee?”