Sarah crawled on her hands and knees across my queen

sized bed. As she firmly nestled one of her knees

against my p.u.s.s.y and lowered her generous b.r.e.a.s.ts to

mine and began stroking her n.i.p.p.l.es back and forth

across mine she smiled and said, "How come I have to

do all the work?"

"Because it's my bed," I said, brushing my finger tips

along her firm upper arms and onto her back. I raised

my head a bit and was rewarded with a long and loving

kiss.

Sarah lowered her wonderfully warm b.r.e.a.s.ts against

mine and looked me in the eye, "But at my place, you

always get on the bottom first."

"That's because, then, I'm the guest you silly thing,"

I said, as if it made perfect sense. I was saved from

being severely tickled when the phone rang.

Sarah grabbed the phone and handed it to me. As I put

stomach and on until its tip was searching out my c.l.i.t.

"Hello?" I said.

"Road trip!!" screamed a voice in my ear.

"Fran!" I yelled back, my voice squeaking at the end

as Sarah found a particularly s.e.n.s.i.t.i.v.e spot.

"Are you all right?" Fran asked.

"Sort of in the middle of something right now." I

answered.

Sarah raised her head and whispered, "You," she

emphasized ,"…are not doing anything."

I smiled sweetly and pushed her head back down where

she rewarded me with a severe tongue lashing where it

felt best.

"OK if I come up this Saturday?" Fran asked.

"Can you come?" I said, thinking about Fran but looking

at Sarah.

"Now you're having phone s.e.x?" Sarah whispered in mock

outrage.

Her finger had replaced her tongue, and she was quickly

through my already wet p.u.s.s.y. Between the sensations

burning in my crotch and the two different conversa-

tions I didn't know if I was c.u.m.m.i.n.g or talking.

"C.u.m…c.u.m..," I gasped.

Fran said, "Yes I'll come on Saturday. You sound busy.

See you then." She hung up.

"C.u.m…c.u.mmmmmiiinnngg," I m.o.a.n.e.d, throwing down the

phone. My h.i.p.s undulated on the bed as I pulled

Sarah's magic fingers tighter to my spasming p.u.s.s.y.

A minute later Sarah was lying by my side. "I wish my

phone buddy was that effective. I've never seen you

c.u.m so quick."

"Oh?" I said, raising an eyebrow. "You have a lot of

phone s.e.x do you?"

Sarah put an innocent look on her face and said, "All

the time, but I always think of you."

"Now you're just trying to make me feel guilty. You

don't really mind if I spend the evening with Fran do

you?" Fran didn't know I had gone over to the girls

I hadn't come out yet.

"Well…." she drew out. "If I'm not properly satisfied

before the weekend, there's no telling what kind of

depression I might sink into."

I smiled and said, "I'll see what I can do." I rolled

over a bit and began to suck on one of Sarah's n.i.p.p.l.es

as I rubbed my palm in a circular motion on her other

hard n.i.p.p.l.e.

More than an hour later, and after several sheet soak-

ing o.r.g.a.s.ms, Sarah m.o.a.n.e.d, "Enough..enough…I don't

think I could stand to see you this weekend anyway."

"Thank you, love," I said, as I gave Sarah one last

kiss on the lips.

Fran and I had been friends since she and I had been

college roommates. She's a couple of years older than

I, although we were in the same year at school. She

had married right out of high school, and after two

years of having to support a husband, who couldn't

seem to find a job, she had obtained a divorce and

begun college. She took teaching courses and concen-

trated on physical education. She wasn't the prettiest

girl at school, but she had a sort of tomboyish

freshness to her features. She was tall with shoulder

length brunette hair and hazel eyes. She was forever

playing some sport or other and it kept her figure

slim and firm.

If you're thinking that I was attracted to Fran and

that we spent our college nights in a s.e.x.u.a.l frenzy,

then you're wrong. Oh I found her attractive all

right, but at that time I was hiding my s.e.x.u.a.l

orientation from everyone, including myself. We both

dated men from time to time, but most of our weekends

were spent with friends partying. And Lord could that

girl party. She could drink anyone I knew, man or

woman, under the table and there were many nights

when I passed out in the wee hours of the morning

while Fran was still going strong.

At the end of college we had gone our own ways. She

went back to her small home town and took a teaching

position, while I had gone to the big city and taken

a junior management position at a large retail outlet.

Several times a year we got together to catch up on

things in our lives. She always showed up around noon

on a Saturday. We would have a long lunch, then we

would shop until the early evening. After that we

would have a long dinner. Through it all would be

lots of chats and, for Fran at least, lots of drink-

ing. Somehow, I always ended up doing the driving and

Fran the drinking.

We were on our way back from dinner that Saturday

night when Fran said, her voice slurred slightly

from too much wine, "I have to tell you what happened

the other night."

"What's that?" I asked.

"You remember Ann and David, don't you?"

"Yeah." Ann is Fran's recently divorced roommate.

She's a pretty girl, maybe a few pounds beyond the

ideal, but a couple of those pounds seem to have

settled in her generous b.r.e.a.s.ts. Thick blonde hair

and dark eyes make for an attractive package. David

is Fran's cousin. He has regular features, dark hair

and eyes, a little on the thin side and a very quiet

person.

"Well, the other night…" Fran began.

***

She had always thought that Ann and David would make

a good couple, but Ann's divorce had turned her off

men for the time being, and waiting for David to make

a move was like waiting on a glacier to advance. One

evening an opportunity came up that, Fran figured,

would give her a chance to throw Ann and David

together.

She and David were avid fans of the UK basketball team.

They were playing in a major game on TV so Fran invited

David over to watch. To sort of lubricate things she

made sure there was a lot of beer and wine available

as well as snacks to make everyone thirsty. Then she

rearranged the living room furniture to make the couch

the only good place in the room from which to watch

the TV.

David showed up, and Fran positioned herself on the

couch to make sure that the only place for him to sit

was next to Ann. After consuming several beers, David

loosened up and he and Ann were giving each other high

fives and giggling and talking over the good plays. By

the time the game was over everyone had a pretty good

buzz going. Then Fran put the next part of her plan

in effect. "I got a video this afternoon," she told

the other two. She popped the tape into the player and

plopped back down on the couch so close to David that

he unconsciously scooted closer to Ann.

The video was one of those B movie t.i.t.s and a.s.s shows

that takes place on the beach. It was short on plot,

but long on men with rippling abs and busty babes

wearing bikinis that were entirely to small for their

purpose. Fran was pleasantly surprised when the movie

began with a long and sensuous s.e.x scene. She noticed

Ann and David had stopped talking and giggling and

that they were giving the couple on the screen all

their attention. About that time the phone rang. Fran

jumped up and ran into the kitchen to answer it. It

was her father, also a UK fan, who wanted to replay

the game in detail.

When Fran finally got off the phone and headed back

to the living room she thought, 'At least I gave them

plenty of time to be alone.' And when she entered the

room and looked at her cousin and her roommate in the

flickering light from the television she thought, 'I

guess I've taken care of putting them together.'

Ann was laying back on the couch with David on top of

her. They were in a kiss so deep Fran couldn't see how

they could breath. David had run his hand up Ann's tee

shirt and he was rubbing and squeezing her generous

tits. Fran figured they might stop when they realized

that she was back in the room, so she quietly took a

seat in a chair across from them.

David's hands were roaming over Ann's body from the

curve of her luscious a.s.s up to her b.r.e.a.s.ts. Because

she had moved the furniture around, Fran couldn't see

the television very well from that chair and her

attention was constantly drawn back to the writhing

couple on the couch.

As she watched, David pulled Ann's tee shirt off and

then unclasped her bra and let it fall to the floor.

David took one of her succulent t.i.t.s in hand and then

he moved his lips to her rock hard n.i.p.p.l.e and ran his

tongue over it.

Ann reached down and unzipped his pants and pushed

them down. She began to rub the bulge in the front

of David�s b.r.i.e.f.s. When she found that his c.o.c.k was

so hard it was straining at the thin material of his

shorts, she hooked her thumbs in the waistband of the

b.r.i.e.f.s and pulled them down. Ann stared hungrily at

David's c.o.c.k as it pointed nearly straight up his

lean body and pulsed with his heart beat. When her

eyes locked on his they giggled and resumed taking

off each other's clothes. When they were n.a.k.e.d and

staring at each other Ann said, "I need to taste you."

David breathed, "Oh yes," as he laid back on the

couch.

Meanwhile, back at the chair, Fran was about to have

a melt down. David and Ann had obviously forgotten

about her in their passion. She slid down in her chair

and lifted one hand to a b.r.e.a.s.t and her other hand

went down the front of her jeans. Parting the outer

lips of her p.u.s.s.y she wasn't surprised to find a warm

clinging wetness. As she watched Ann take David's

erection into her mouth, Fran suppressed a m.o.a.n and

began to gently rub the little nubbin of her c.l.i.t.

David couldn't take his eyes off Ann's face as she

slid her lips up and down his c.o.c.k. The sensations

were incredible. "Oh God, Ann…suck it," he whispered.

"That feels too good." The pulsing sensations in his

c.o.c.k began to build. David couldn't keep his h.i.p.s from

pumping up to meet Ann's lips as they tried to milk

the c.u.m from his balls.

Ann knew that David couldn't last much longer. When

she glanced up, she saw David throw his head back. His

hands grabbed the fabric of the couch and his voice was

nearly squeaking as he gasped, "Ann…oh Ann…I'm

going to cuuummmm."

Ann felt the head of David's c.o.c.k grow larger in her

mouth, and the pressure of the c.u.m as it surged up

David's c.o.c.k shaft. His h.i.p.s shot upward as Ann's

mouth suddenly filled with hot, thick wads of c.u.m.

Ann was able to not only swallow David's c.u.m, but she

went on to suck even harder on his spewing c.o.c.k. David

was about to go delirious with p.l.e.a.s.u.r.e. He thought

that he might pass out with the sensations Ann was

creating in his blood engorged c.o.c.k head.

When David had finally spent himself Ann released his

softening c.o.c.k from her soft lips. David said, "Oh

Ann that was incredible." He stroked her hair gently

and smiled into her eyes. "Let me see what I can do

for you."

As Ann arose and started to join David on the couch,

they both heard a m.o.a.n from across the room. It came

from Fran who had her eyes closed tight, and with one

hand on her c.l.i.t and the other busily stroking a rigid

n.i.p.p.l.e, was writhing in her own o.r.g.a.s.m. For nearly a

minute her h.i.p.s pumped and her legs quivered in spasms

of p.l.e.a.s.u.r.e.

Fran opened her eyes to see Ann and David starring at

her. For a second she was rigid with shame. But then

she saw Ann wiggle her finger in a come hither gesture.

Ann said, "Come here Fran. I've always wanted to do

this to you."

Fran quickly stripped off her shirt and jeans and

joined the other two on the couch. Ann pulled Fran

down until one of Fran's legs was across Ann's l.a.p

and the other was on the floor, leaving Fran's puffy

p.u.s.s.y lips open to Ann's fingers. "God , your body is

burning," whispered Ann, as she slipped a finger into

Fran's wet c.u.n.t.

"I can't believe we're doing this," breathed Fran as

she tilted her head in order to kiss her roommate hard

on her full lips. She couldn't keep her h.i.p.s still as

Ann thrilled her c.l.i.t with light quick flicks of her

finger.

David had slid to the end of the couch. When Ann had

given him the c.u.m of his life he thought that he might

not be able to arouse his flaccid c.o.c.k again for a

week. But as he watched the two women, only a couple

of feet away, begin to m.o.a.n in their s.e.x.u.a.l heat, he

felt a renewed power in his manhood. His hand went to

his now rapidly hardening c.o.c.k and began to stroke it

from base to the tip. In a few minutes prec.u.m was

washing over the head and David found himself squeez-

ing it in order to keep from squirting his load.

It was amazing, thought Fran, just how much p.l.e.a.s.u.r.e

could come from Ann's finger moving only a quarter

inch at a time, with a steady stroke, on the tiny

bundle of nerves that was her c.l.i.t. The sense of

warmth and fullness filled her crotch and t.h.i.g.hs. It

built in waves until, at the crest of one wave, there

was no let down and the spasming mindless p.l.e.a.s.u.r.e of

an o.r.g.a.s.m filled her body.

"Oh, Ann," she m.o.a.n.e.d. "That's wonderful. I never

knew how good it could be with another woman."

Ann laughed, "Well, I've yet to find out tonight, for

God's sake, make me c.u.m, I'm about to go out of my

mind."

Fran was eager to give Ann the same p.l.e.a.s.u.r.e that she

had just experienced. She maneuvered herself on the

couch until her lips were hovering over the blood

engorged lips of Ann's p.u.s.s.y. "Eat me," whispered Ann,

as Fran's tongue speared into her dripping c.u.n.t.

"Mmmmmmm…," Fran m.o.a.n.e.d into her friend's quivering

hole. She couldn't believe that the taste and smell of

a woman's p.u.s.s.y could be such a turn on.

David couldn't hold himself back any longer. The sight

of Fran's glistening red p.u.s.s.y waving back and forth

just inches away was too much. Cousin or no he just

had to stick his rock hard c.o.c.k into that hot and wet

chamber. He got to his knees behind Fran and guided

his c.o.c.k head into her c.u.n.t. With a shove of his h.i.p.s,

he was buried up to his c.o.c.khairs in his cousin's

p.u.s.s.y.

Fran welcomed the c.o.c.k in her c.u.n.t by setting up a

mutual rhythm with David. She replaced her probing

tongue in Ann's seething p.u.s.s.y with a finger and

turned to David saying, "Oh Dave… I love your c.o.c.k.

We should have been f.u.c.k.i.n.g for years."

"So tight and hot," he hissed between clenched teeth.

David felt as if the c.u.m in his balls was about to

boil.

Fran could swear she felt David's c.o.c.k swell as he

began to m.o.a.n in time with his thrusting h.i.p.s and

spewing c.o.c.k. It triggered her own o.r.g.a.s.m which was

soon followed by Ann's first but not last o.r.g.a.s.m of

the night.

Back in the car I said, "God Fran, that is too wild."

She gave me a hard look that belied her drunken state.

"Ann and I have a lot of fun these days," she said.

When she said that; the hot blood simply flooded my

p.u.s.s.y. I felt as if I might c.u.m if I so much as shifted

my b.u.t.t on the seat of the car. But instead I made a

turn and headed my car toward Sarah's apartment.

"Where are he going?" asked Fran.

"I want you to meet a special friend," I grinned in

reply. After all there was plenty of weekend left.