Carol and her friend Jill had removed all of their clothes and had been playing with my cock.

Carol, the instigator behind this quickly emerging threesome, had suggested that we all move upstairs to my bedroom. Carol led the way, followed by Jill and then me.

I could see Carol’s tits sway back and forth as she climbed the stairs, and I watched Jill’s ass as she took each step. My hard shaft swung side to side and up and down as I followed.

I put my hand on Jill’s ass, and she stopped for a second, turned and smiled her approval.

“Nice big bed,” Jill observed, as she and Carol entered the bedroom.

I pulled off my shirt and tossed it at the end of the bed.

Placing my hand on Jill’s lower back, I reached out and lightly rolled one of her nipples between my thumb and fingers. Jill moaned and leaned against me, taking my erection in her hand.

“Mmmmmm. That feels so good,” she whispered.

Carol nuzzled up to Jill and me, as we stood near the bed. She cupped one of Jill’s breasts in her hand, and squeezed, before she bent over and sucked on a nipple.

I remember thinking that Carol probably wanted Jill as much as I did.

Carol pulled the three of us together in a group hug. We kissed as one, our lips touching and tongues battling. I spread a hand on each of their asses; they each grasped my hard tool. For the next few seconds, we became lost in each other.

I became very aware of Carol’s and Jill’s perfume. It was flower and spice mixed with the scent of sex. The bouquet surrounded us as we embraced.

I don’t think I could have been any harder, or want a woman more, than at that moment.

“I know what our guest wants,” Carol finally said, breaking the little spell the three of us were in.

“And…?” I asked, looking at Carol and then Jill.

“She’s been talking about wanting your cock since we watched the video.”

Carol had given Jill her cue.

Jill slid down to her knees, took my shaft in the palm of her hands, and eased the tip into her warm mouth.

Jill just doesn’t give a good blow job; she makes love to a cock. There’s a big difference.

Carol and I stood with our arms around each other’s waist. I pulled her close to me as we both watched Jill inhale my shaft and make my legs shake.

Soft lips and a wet tongue tickled the length of my shaft, and then concentrated on just the sensitive skin on the tip. She cupped, tickled and licked my balls while she slowly tugged on the full length of my erection. Dripping strands of pre-cum were caught on her tongue and quickly swallowed.

“She’s good,” I told Carol.

“She couldn’t wait to get your cock into her mouth.”

As Jill worked her magic on my manhood, Carol and I kissed, each probing with our tongues, and I played with Carol’s nipples.

I would have loved to freeze time right then and there. Jill had the cock she wanted in her mouth; I was the recipient of a better than great blow job; and, Carol was getting her nipples squeezed and pinched, one of her favorite pleasures.

Carol slid down to join Jill. The two easily joined together to run their mouths all over my very hard pole. They silently switched from Jill sucking as much of my cock as she could take, and Carol licking my balls, to Carol stroking and sucking the head, and Jill sucking on my sac. It was as if they had choreographed and rehearsed their movements.

The vision of two women playing with your cock, and the incredible feeling that grabs hold of every nerve in your body, was too much for me to take. My legs were wobbly, and I almost fell as I tried to steady myself against their pleasure attack.

“One second,” I said, as I moved just a few feet to lean against the bureau near my bed.

Jill and Carol followed me on their hands and knees, each now hungry and eager, with saliva and pre-cum already covering their nose, lips and chin.

I held my meat in my hand and slapped the swollen head over and around Jill’s chin and lips and then did the same to Carol. I stroked my shaft and deposited the viscous, leaking pre-cum onto waiting tongues. I popped the leaking knob in and out of each open mouth.

In a way, it was like a mother bird feeding her hungry, nestling chicks.

Taking my extended manhood in her hand, Carol took my shaft into her mouth. A waiting Jill stared at me with one of those lustful looks that almost made me cum in Carol’s mouth.

I felt my hard-on swell and pulse a few times.

Carol must have felt it too. She stopped sucking and let go of my erection.

“We don’t want him to cum yet,” Carol said, looking at Jill.

Jill looked genuinely disappointed that the cock sucking was, for the time being, over.

Jill and Carol got up and walked hand in hand over to the bed. I watched, and thought about fucking both of those beautiful asses.

Jill climbed onto the bed on her hands and knees. Carol motioned for Jill to pause and hold her position; back arched, legs spread, pussy and ass jutting out, and her ripe breasts dangling down, nipples almost grazing the bed sheets.

“Doesn’t she have a nice pussy?” Carol asked, not even looking at me, but taking in the same wonderful view that I had.

With her left hand on Jill’s lower back and ass, Carol slowly ran her fingers up and down Jill’s wet, protruding pussy lips.

“Mmmmmm. That feels good,” was Jill’s grateful response. Pussy juice was trickling down Jill’s flowering labia and ever so slightly beginning to run down her leg.

I moved up behind Jill and took over from Carol, running two fingers up and down Jill’s sex.

Carol moved beside Jill and reached down and played with Jill’s nipples.

“Do you want Mike to play with your cunt?”

“Yes,” was Jill’s husky, low response.

Jill looked back at me with eyes partly closed and biting her bottom lip. She didn’t have to say anything. Her look said it all.

“Please.”

Carol nodded for me to work my fingers into Jill’s pussy.

I slid two fingers in and out of Jill’s wet love hole, while Carol pulled, pinched and rolled each nipple on Jill’s dangling tits.

Jill, it turns out, is a moaner and a screamer. Not just any screamer; a loud screamer!

While I appreciate and welcome a woman’s verbal feedback when I toy with her pussy, Jill’s squealing was too much.

After all, the headboard of the bed was up against the wall I shared with the unit owner next door. I didn’t need someone complaining to the apartment’s management and this threesome being cruelly and unnecessarily interrupted.

I quietly motioned to Carol to do something, while I continued to slide my fingers deep into Jill’s slit. I began to slap her ass, as a temporary way of drowning out her shouts.

Carol grabbed my T-shirt off the end of the bed, rolled it up, and stuffed it into Jill’s mouth.

Jill’s excessive shrieking became long, muffled sounds of pleasure.

Carol moved back next to me and I grabbed her by the waist and pulled her close. We kissed long, wet, messy kisses as I continued to finger Jill’s pussy.

I could tell by the depth and eagerness of Carol’s kisses, the twitching of her body, and the loud moans she was making into my mouth, that she was playing with her own pussy.

“Give her what she wants,” Carol whispered to me, as she held my pole in her hand and began to guide the thick spear toward Jill’s slit.

I edged up behind Jill, and as Carol continued to hold my lubed shaft at Jill’s opening, I slid my cock through Carol’s sticky, wet hand and into Jill’s waiting hole.

Jill moaned loudly, her arms collapsed, and her face and chest rested on the bed.

As Jill clutched at the bed sheets and pillows, Carol continued to hold my shaft in her lubed hand, and I slowly fucked both Jill’s love canal and Carol’s hand.

Carol eventually let go of my shaft, put her hand on my ass and helped me to push my manhood all the way into Jill’s pussy.

As Carol held one hand on my ass, she moved her other hand down under Jill and cupped my balls, then held my wet shaft as I thrust into Jill’s love hole again and again, and finally made her way to Jill’s engorged clit.

Jill acknowledged Carol’s fingers on her clit and my rod sliding in and out of her hole, by screaming into the T-shirt in her mouth and bucking her body back against me, seeking every inch I could give her.

The pace picked up. I fucked Jill harder and faster. My balls slapped against Jill’s pussy, and her pussy juice began to splatter in varied directions.

Carol worked her hands up to Jill’s tits and began to play with Jill’s nipples once again. Carol was rough, causing Jill some pain. Each seemed to enjoy the pain inducing play.

Even without knowing Jill, after several minutes of hard, deep fucking, I could see in her eyes, and tell by the change in the sounds she was making, that she was nearing her ultimate pleasure

Carol also sensed that Jill was getting close, and bent down by Jill’s face and talked to her.

“I know, baby. I know you want to cum. Not yet. Not yet.”

Jill shook her head up and down, and spoke muffled, unintelligible words, indicating that she was ready and needed release.

I flipped Jill over onto her back, and bent her legs up so her knees were back by her ears and the back of her legs rested against my shoulders.

Her gaping cunt easily accepted my manhood once again, and she took all of me deep into her canal. I kept up a steady and hard pace, and tried very hard to control my own needs.

Carol reached down with her sticky fingers and stretched the apex of Jill’s slit up towards Jill’s stomach, exposing Jill’s clit, partially covered by its little hood. The more Carol stretched the junction of Jill’s labia, the more prominent Jill’s clit stood out.

Jill’s blood gorged clit was relatively big, about the size of a large pea. And it seemed to be growing right before my eyes.

Carol spit on her fingers and ran them around Jill’s big nub. Jill’s eyes opened wide as she lifted her head, stared at what Carol was doing, and screamed into her mouth gag.

Wide eyed, clutching at the bed sheets, Carol and even me, Jill released her muffled squeals, and neared what she wanted and needed.

I fucked Jill’s bare pussy, which increasingly made splattering and sucking sounds.

Carol continued to run her fingers over Jill’s fully exposed love button, while reaching up with her other hand and pulling on and rolling one of Jill’s nipples.

A few minutes later, Carol looked at me and smiled.

The hard fucking, rough nipple play, and attention to her sensitive clit, was too much for Jill to take.

“Now,” Carol yelled at Jill. “Cum for me, baby. Cum for me.”

My rolled up T-shirt flew from Jill’s mouth. Her body arched off the bed, and jerked and rocked as Jill moaned and screamed with every spasm of pleasure that swept through her body.

It was a long, body jerking, loud orgasm.

I liked watching and hearing Jill cum. I hoped that my neighbor was not home. I hoped my neighbor’s neighbor was not home.

As Jill settled back onto the bed, she rolled to her side bringing her feet up into a fetal position.

Jill’s orgasmic convulsing was so strong I had slipped out of her slit. I sat back and tried to catch my breath and control my own need to cum. Rivulets of her juices ran down the back of Jill’s upper thigh onto the bed. Carol softly played with Jill’s nipples as she whispered into Jill’s ear.

I reached out and slid two fingers into Carol’s slippery hole as Carol whispered into Jill’s ear.

After a few moments, Jill nodded her approval of whatever it was Carol was saying to her.

“Fuck her again. She’s ready,” were Carol’s clear orders.

With Jill on her side, Carol placed a pillow under Jill’s head, and then, using my t-shirt, wiped Jill’s nectar off of her pussy and thighs. I inched closer to Jill’s ass in order to gain more leverage. I wiped the pre-cum dripping from my cock onto Jill’s ass cheek, positioned the head of my cock at Jill’s still leaking love hole and slowly inserted my full length.

Jill moaned loudly and grabbed the sheets with her hand. Carol reinserted the now wet with pussy juice T-shirt into Jill’s mouth.

For a few minutes, I held onto Jill’s hip and leg and fucked her with a steady rhythm.

Carol leaned down by Jill’s face and talked to her, while running one hand up and down Jill’s back, making Jill arch her back and take my cock deeper into her hole.

“How are you doing?” Carol asked me.

“I’m okay,” I told her.

The fact of the matter was if Carol and I were going to make Jill cum again, it better be sooner rather than later. I was getting close; too close.

“Tell me when you’re getting close,” Carol instructed.

I nodded affirmatively.

Carol whispered in Jill’s ear again, and then gave me a signal to speed up. I doubled the pace. Jill’s eyes squeezed shut and her muffled screams filled the room.

I was sweating and breathing hard, and sweat dripped off my nose onto Jill’s hip and ass, as I watched my cock being swallowed by Jill’s love hole.

Carol moved up next to me, gave me a long sloppy kiss and encircled two fingers around the base of my shaft as I slid it into Jill’s pussy.

“I so want you to fuck me,” Carol whispered in my ear.

“Will you do it hard?” she whispered. “Will you make me scream?”

Here words, the way she talked to me, each contributed to my cock twitching, and my coming very close to filling Jill with a load of thick sperm.

“I’m almost there,” I quickly told Carol.

“Getting ready to cum, baby?” she asked Jill, leaning down by Jill’s ear.

Jill nodded, and moaned a loud confirmation.

“Fuck her harder,” Carol directed.

My balls slapped against Jill’s ass, and there were rhythmic sucking sounds, as I plunged every extended inch of me into her wet hole.

I worked hard to get Jill over the edge to another orgasm. I was sweating, out of breath and close to losing control.

Carol, on the other hand, calmly slapped Jill’s ass with three or four hard smacks of her hand, and then simply slipped a single wet finger into Jill’s puckered hole.

“Uuuunnnnggghhhh!” was Jill’s long response as her back and neck arched with pleasure and she looked back at Carol, eyes wide.

Carol fingered Jill’s asshole for a few seconds, and then Jill exploded cuming long and hard for the second time.

If my T-shirt had not been in Jill’s mouth, my neighbor would have thought for sure that someone was being killed in the apartment next to him.

“Don’t cum.” was Carol’s sharp directive to me as I slid my shaft out of Jill’s sopping hole.

Jill stayed on side, moaning into my t-shirt. From her slit to half-way down to her knees she was wet with her own juices, and there were two large wet spots on the bed.

I sat back again and tried to catch my breath. I had come very close to shooting my seed inside of Jill at least twice. At least for now, I could relax and back off of that edge.

Carol rubbed Jill’s back and again whispered things into her ear.

Jill eventually rolled over onto her back, and then, after a minute or so, got herself up to a sitting position. She looked down at her pussy and ran her fingers over it, and marveled at how wet she was.

Carol made an attempt to straighten out the sheets and pillows. Jill crawled over next to me and kissed me on the cheek. Then she gave me a full blown, lips mashed together, open mouth, tongue down your throat kiss.

“Thank you. That was really good. I needed to be fucked. Sorry about the screaming. Your cock just touched all the right places.”

Carol patted on the mattress, indicating that she wanted me to lie down. I flipped over on my back and relaxed, my manhood pointing to the ceiling.

Jill held my pole in one hand, stared at it, and and slowly rolled my pre-cum around on the sensitive skin on the head.

“You have a beautiful cock. It’s everything I wanted and expected.”

It was my turn to thank her.

Jill positioned herself between my legs, and tugged on my pole, causing large amounts of clear, sticky liquid to run out the tip and down over her hand. She spread the pre-cum all over my shaft, bent down and took about half of my shaft in her mouth. The warmth of her mouth and the sensation of her tongue running over the sensitive head made my body jump.

Jill began to slowly work her mouth all over my cock, making love to it, not just sucking it.

Carol watched.

I was shaking and obviously very close to shooting my load.

Carol moved down next to Jill and joined in on the pleasurable assault on my pole.

The two ran their lips and tongue over the sides of my shaft, as Jill slowly ran her hand lightly over the base of my shaft and my balls.

The image of two women sucking on your cock was both amazing and dramatic.

I watched, and felt the pleasure sweep from my shaft to every part of my body.

I lost control.

Just for an instant, I remember thinking that these two had done this before, before I surrendered to the pleasure and the inevitable.

I moaned as my body involuntarily shook and jerked. My pole stood proudly between the faces of two women who were nibbling and sucking on it, expecting to be rewarded for their efforts with a shower of warm spunk.

Jill and Carol locked the hypersensitive head of my cock between their lips, as the two kissed, swirling their tongues over the wet knob.

My hips rose off of the bed. A long high pitched groan emanated from my mouth. I went over the edge and passed into that world of pleasure where there is no reality; no time.

I exploded with a ribbon of cum that shot between their faces, followed immediately by a second, third and fourth ribbon, several shorter spurts, and finally a continuous rivulet of my white goo which rolled off the head and over fingers and hands.

When I regained my composure, Jill and Carol were still kissing and licking my quickly depleting shaft.

Cum had landed in long lines on their hair, foreheads, noses, lips and chin. Carol, who was positioned to take the largest amount of jizz, had cum dripping off her chin onto her knees and thighs.

Time froze as I looked at them and they looked at me. That picture, two women, smiling, with cum in their hair, rolling down their cheeks and chins, and dripping from their mouths, is forever burned into my memory.