Lacy watched as her lover’s body quivered in pleasure. The glowing sheen of sweat coming off of her lithe body looked like dew. Gaby’s heavy breathing matched Lacy’s. She let Gaby’s leg down off her shoulder and pulled the strap-on slowly out of her dripping pussy, causing Gaby to moan softly. She climbed off the bed and unsnapped the straps, allowing the toy fall to the floor with a thud. Climbing up next to Gaby, she watched her beautiful friend fade in and out of sleep.

It had been a very long night for both girls. It had started with drinks and dinner, then things had taken a turn. Lacy ended up with Gaby’s pretty head between her soft thighs as she gripped the counter trying not to let her knees buckle. The things Gaby could do with her tongue were almost too good to be true. They made their way to the bedroom and it briefly seemed that things were ending there. Before sleep overtook Lacy, she felt Gaby turn to her side as her breathing slowed. Lacy looked over and grinned; she had fucked her ass to sleep.

The next morning, Lacy woke up and showered. Her body felt wonderful. That perfect combination of sore and soft in all the right places. She was satisfied, for now at least. Tonight was going to be a bit different from the last two times Lacy and Gaby had fucked though. Gaby’s boyfriend was coming to watch. Lacy didn't know how that was going to go down. She didn't know how comfortable she was with someone watching her have sex, someone else judging her techniques, judging her body, how she sounds when she moans and her face in the throws of passion. Bringing someone new into the bedroom was always nerve-wracking, but this person wasn’t going to participate. He was just going to watch. Sit in the corner and watch. Her mind ran wild with fear and nerves all day.

She went home and shaved everything, despite having done so the day before. She dressed in something simple. Jeans and a t-shirt; no panties, but a lacy bra. As she drove to the hotel, her stomach twisted in knots. She gripped the steering wheel so tightly, her knuckles turned white. By the time she parked, her heart was beating out of her chest, her palms sweaty and for some reason, she was wet. The adrenaline was giving her enough confidence to step out of the car and walk into the lobby. She stepped into the elevator and as the doors closed, she checked out her reflection. She didn’t look too bad, nerves considered. Her large tits sat nicely in the v-neck t-shirt. There was enough cleavage to be seductive but not overly trashy. Her hips curved nicely in her jeans and her brown hair hung down her back. Lacy looked gorgeous and she knew it. Smiling at herself, she took a deep breath and made her way to the room.

After the initial greetings and laughs, the liquor started flowing, quickly calming all of the frayed nerves in the room. Lacy stood leaning on the dresser, a cup in her hand. She watched as Gaby and her boyfriend made out on the chair. She supposed she should be ashamed of watching, but it didn't seem to bother any of them. She walked over to the bed and took off her shirt and shoes. She laid down on her stomach and closed her eyes. Her body was telling her she was ready. Her pussy tingled. It needed to be touched. To be licked.

Lacy felt the bed move and felt soft lips kissing the back of her neck and down her spine. Grinning, Lacy moaned softly. Her bra popped open and the lips continued until they reached her jeans. Lacy turned over and sat on the edge of the bed. Gaby stood in front of her, gazing at Lacy’s sumptuous body. Lacy took her by the hips and yanked her closer, kissing all over her waist and hips. Her nimble fingers moved Gaby’s tight pants down her luscious legs. Lacy licked her lips when she saw that Gaby, too, had forgone with wearing panties.

Leaning down, she kissed her way down to Gaby’s mound, looking up as she ran her tongue slowly over the other woman's pussy lips.

Gaby closed her eyes as her breathing deepened. Lacy licked each of her soft petals, tasting her sweet juices. Slowly, Lacy worked her way to her lover’s clit. Gaby’s fingers slid through Lacy’s hair, gripping it. She took that as sign to go faster. She twirled her tongue around and around the hard pearl, moving every so often to her dripping hole. Pushing her tongue in and out, drinking in the sweet potion. Lacy’s fingers ran up Gaby’s inner thighs and slowly she pushed a finger deep inside, curling it to reach her g-spot. Her lips locked onto Gaby's clit, sucking and licking. Gaby started rocking her hips, her moaning turning Lacy on even more. Gaby’s grip got tighter in Lacy's hair and Lacy felt her body tense. Lacy slid another finger inside of her tightness and moved faster. She wanted to Gaby to cum hard, have her weak in the knees. Gaby's pussy clenched tight as she moaned Lacy's name.

Lacy's fingers were drenched in Gaby's cum as she slowly pulled them out. She brought her fingers to her lips and sucked all of the other woman's sweetness off of her fingers. They both looked over at Gaby's boyfriend. He was sitting in his chair, hand wrapped around his cock stroking up and down. He looked at them, his eyes and his body begging them to keep going.

Gaby pushed Lacy back on the bed, tugging her jeans off and throwing them to the side. Climbing on top of her, Gaby kissed Lacy hard on the mouth. She moved her mouth down Lacy's slender neck, biting a little. Moving even lower, she kissed the big, luscious tits before her, running her tongue in slow circles, sucking tenderly on Lacy's brown nipples. Settling on her knees, she slowly spread Lacy’s legs. She kissed her friend’s inner thighs, softly rubbing Lacy's smoldering pussy. As her thumb rubbed over Lacy’s clit, Lacy arched her back, hissing in pleasure. Gaby pushed two fingers deep into her, moving them in and out faster and faster. Lacy reached down to rub her clit, matching Gaby's pace. Her moans turned to almost screams as she felt her body rock over that edge, quivering in orgasmic pleasure.

Lacy had never come that fast in her life, but she wanted to do it again. She moved, pulling Gaby down on the bed. Laying her on her back, Lacy spread Gaby’s legs and moved so that she was on top this time. With a little repositioning, she had her clit pressed against Gaby's. Their wetness made for the perfect lubrication, allowing them to move smoothly over each other.

Grinding together, Lacy reached down and cupped Gaby’s tits, running her thumb over the nipples. She pulled and tugged gently until they were hard and aching. Gaby gripped the sheets, her body rocking in time with Lacy’s. The friction was bliss to them both. They forgot about everything except the feeling coursing through their bodies, emanating from their dripping pussies. Lacy swirled her hips, moving up and down; grinding fast at first, then slowing slightly to tease both Gaby and herself.

Lacy was trying desperately to retain control, but her body couldn’t handle it all! She was getting closer and closer to the point of no return until finally, she exploded, her cum squirting all over Gaby’s pussy. Her body shook and trembled. Gaby’s moans made her open her eyes. She sighed softly and climbed off her. Laying on the bed next to her, they looked over at Gaby's boyfriend. His eyes were closed, his head back. With a groan, he came hard. Thick, white cum poured out of his cock and covered his hand. They both grinned as they watched him. Once they were all cleaned up, they crawled back into the big bed and relaxed for a while. Throughout the night, there was more touching, more kissing and more fucking. Things had forever changed that night for the friends, but this change wasn’t a bad thing.