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Crown Victoria

Category: Group Sex
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“Carly!” Gina had never learned any other way to start a phone conversation than with an exclamation point

“Hey, guess who’s going to be back in town tonight?”

That could only be the third member of our little band of confidants, Maryanne. The three of us had always been tight, all through high school. We had other friends, but we three shared the really close in feelings and stuff.

You know what I mean. The relationship was just a little closer than with anyone else and we had no secrets between us. It was great.

Maryanne had been the whippiest of the three, always stirring things up and the first to do everything. She was, for example the first to lose her virginity. She couldn’t wait to tell us about it and I think Gina and I were a little shocked, but completely enthralled. All through high school, Maryanne had led me into exciting, adventurous corners of life. Places I would never have had the nerve to try, Maryanne had shown me the way.

“Maryanne, right?”

“Right! Want to hang out? She brought her new boyfriend along. Shouldn’t we check him out? See if he is OK?” Gina laughed that big laugh that somehow suits her so well.

“They want to go out and get something to eat. OK?”

“Ok, sounds good!”

“Cool. What are you wearing?”

“I got jeans on, think that’s OK?”

Gina’s car was one of those big black Crown Victoria Fords that my Dad had always thought were the most wonderful thing in the world in the seventies. They were big and roomy and soft and mushy-feeling driving down the road, but a great, roomy place for making out. The boyfriend was driving and honked outside. I ran out of the house, calling a goodbye over my shoulder.

Steve was holding the car door for me like a chauffeur when I got down the steps.

“You must be the gorgeous flaming redhead I keep hearing about!” He made a good start, I thought. He held onto my hand a little too long, though. Was he coming on to me? A little early for that, I thought. But he had a nice smile and I was willing to listen to that kind of flattery.

“Liar!” I said. “Maryanne has never told you any such thing!” Maryanne laughed from inside the bus.

“Really!” he said, his smile widening.

Applebee’s OK with you? Maryanne leaned over the seatback and pulled me closer for a kiss on the cheek. She held onto my hand for a few minutes, talking excitedly about things she had been doing since we last were together. “Chicago is just great. When are you going to come look for a job? Really, you’d love it! You can move in with me, you know.”

I changed the subject “Don’t you love Gina’s car? God, you could live in this thing. I mean, remember how great these things were for making out? Not that I would know, of course, but you guys used to tell me!”

“Ohhhhhh, right, listen to the girl!” Gina gave me a friendly nudge in the ribs as she. “Careful Steve, you have to turn here, this is the place!” She had been watching his driving all the while. The car is her baby and I was surprised she had let him drive in the first place.

“We called Carly the wild one, Steve, so don’t listen to her.” Maryanne leaned across and nuzzled Steve’s neck.

“Hey, you two, go easy up there. We’re here you know. And watch where you’re going, I need this car even if you think it is funny looking.” Gina snapped at them as we turned into Applebee’s.

Maryanne was dressed fit to kill. Her short skirt bounced over the prominent curve of her bottom as she bounded up the stairs in front of us. Her legs were encased in sheer black pantyhose that emphasized their length.

“Nothing has changed, has it Gina, she still shows us up and makes us look like bumpkins. Do you notice that?”

Maryanne laughed and the bright red lipstick slash of her lips showed her white teeth in that familiar gorgeous smile.

“You know I wouldn’t do that! Just some old thing I threw on. Besides it drives Steve crazy, don’t ya know!” She turned at the top of the steps and I could see just a hint of her panties under the skirt as she turned to grinned down at us.

Steve turned out to be a very fun guy. He was laughing and teasing everyone, including the waitress, immediately. It was gonna be hard not to like him, I thought. The service was very fast and we had one of those big appetizer samplers in front of us right away.

“Oh, god, I have missed these things! Yummy. Try one, Steve.” Maryanne held one of those little quesadillas for him, slipping it between his lips seductively. She reached across him to feed one to me, too, as we sat around the high round table which we used to gather around before Maryanne went off to Chicago. I took the food and she reached one of her long fingers out to brush some of the sauce off my lips. Maryanne had a sexy way of doing things like that, her eyes very intent on what she was doing.

We laughed and joked and ate too much of the heavy food, washing it down with a German beer Steve insisted on. I was feeling worn down from all the laughter. Steve was very funny. Between him and Maryanne, Gina and I didn’t have to force the conversation; we were in stitches all the time.

Steve really looked at you when he talked. It was sexy. And when he made a point, he would touch my arm and look into my eyes. I was starting to like him. Maryanne didn’t seem to mind, in fact she seemed to be encouraging him, if anything. She probably wanted him to get along with her best friends.

Not much that Maryanne or Gina do would shock me. We just know each other too well and have been together through to many crazy things over the years. I had come to expect the unexpected, if you know what I mean. At least that is what I thought. Until Maryanne and I went to the ladies room together. Another girl left and we had it to ourselves. Maryanne, leaning close to the mirror, was replacing some of the lipstick that Steve had chewed off.

Her eyes rolled toward me and she said: “Want to fuck Steve, Carly?”

Now even for us, that was a little surprising. I’m sure I looked shocked. I am very fair skinned, apart from tons of freckles, and I think the space between the freckles probably got filled in with my blushing. I stared back at her in the mirror, a question mark on my face.

“What? Oh, sure, Maryanne, sure. What the hell are you talking ………….”

She giggled and stared back at me. “Well, you like him, don’t you? I can see that! And he likes you, too. I can see that. I’m really glad, too. I wanted him to like you. He already told me he thinks your freckles are cute!”

I thought she was just kidding and would let it go at having shocked me. But she was still looking at me like she was waiting for an answer.

“Come on, Maryanne, what is the joke? You know I wouldn’t do that.”

“Oh my god! You still a virgin, girl! What are you waiting for?”

Now, my face was, for sure, red as the flag. “Oh, shut up. Leave me alone!”

“God, you’ve done everything else! You still driving those dates crazy and sending the poor things home frustrated and aching balls?”

“Not exactly.” That was the best I could muster as an answer as Maryanne leaned close and hugged me.

“You can, you know. I give you my permission. And Steve is GOOD at it! She whispered it in my ear, and the GOOD was hissed as a deep breath that made me shiver in spite of myself. Maryanne giggled in a very mischievous way, and I could feel my nipples harden as our breasts touched as she tightened the hug then pulled me toward the door.

I just laughed at her and pushed her on ahead.

“You are crazy, you know that?” We were still laughing when we got back to the table to find another beer ready for us.

“And what is so funny, may we ask?” Steve greeted us, breaking off an intense conversation with Gina .

“You. We were talking about you, if you must know,” Maryanne laughed loudly and looked at me, renewing my blushing. “Weren’t we, Carly?”

Steve looked from one to the other with a cute quizzical expression. I just shook my head. I really couldn’t think of anything to say.

“You know, …. how cute you are. And how you KNOW you are so cute!” Maryanne was on a roll now; the beer was making the words come fast and furious.

“Oh, thanks a lot!” he laughed, and he squeezed her close.

“Oh, …and I told her you were good at it!”

“Then the secret is out?” he didn’t even miss a beat, just kept right on going. I noticed his hand slip around the side of her breast and watched Maryanne clamp her arm down on his hand seductively.

He turned to me and said. “Then we don’t have to be strangers anymore, do we. He leaned close and we kissed. I felt that little thrill you get when someone slips their tongue between your lips for the first time. He held the kiss and I let him taste the tip of my tongue briefly. It was really a good kiss.

“Hey, what am I? Sliced bologna?” Gina gibed from the other side of the table. “What did I do, sit on the wrong side of the table? All the fun is over there?”

“Share and share alike, I always say.” Steve was getting into this. He stood up and leaned across the little table and waited for Gina to meet his lips. She giggled and pecked his lips.

“Oh, come on, Gina; more of a kiss than that! You are such a prude!” Maryanne was throwing more coal on the fire. I noticed that Steve’s pants were bulging as he kissed Gina a little longer this time. His tongue slipped out to lick Gina’s tightly closed lips. It wasn’t that Gina was stuffy; she was always just a little more private.

We definitely were at the ‘happy table’ at Applebee’s that night. I admit that I was really enjoying it. I could already sense that all this sexy talk had my panties a little moist.

On the way out, Steve held the door for us and I went through last. He fell into step and slipped his hand easily around my waist, letting it rest on my hip in a familiar way.

“I am really glad I have met you two. This has been fun! Don’t you think?”

“Yeah, great!” I replied. He squeezed me closer and for a few steps our thighs were together, almost like an embrace. Friendly, like.

Maryanne had the back door of the car open. “Come on, Carly, we can all fit in the back and make Gina be our chauffeur!” She got in, pulling me with her, and then reached for Steve’s hand and directed him between us. He sat in my lap and then slid across, making mock moaning sounds as he paused and squirmed against my breasts.

“Once around the park, then?” Our ‘Chauffeur’ wanted to know.

She nosed the big car into the street and headed toward Grand Valley Park. We had spent hours of our youth here, passionately learning about life and drawing hearts on the steamed up windows.

Steve draped an arm around each of us. He didn’t need to pull us close, we were snuggled close already and I was feeling pretty good, too. I felt his hand graze the top of my breast and looked out of the corner of my eye to see that it was still share and share alike. Maryanne’s had pulled Steve’s other hand comfortably over her breast.

Steve moved tentatively lower and I felt his fingers slip over my jutting nipple and tuck softly under my breast. I found myself chattering away nervously as our laughing banter continued. I was definitely feeling an increasing moistness between my legs now. But, it felt good, and so I decided to relax and enjoy the unusual situation as it developed.

“Have you ever had a three way?” Maryanne asked Steve, leaning around to wink at me.

“A three-way?” Gina chimed in from the front, peering into her mirror. “A three-way? .. You mean like when we were kids and you taught Carly and me about French kissing?”

“Sounds like fun!” Steve, laughed, sounding rather eager.

“We were thirteen and Maryanne had just had an eighth grader, (an older man), stick his tongue half way down her throat.” Gina raced on with the tale, laughing and blurting it out as she wheeled around the wide curves of the hilly park. “Is that what you mean? And how come I’m left out again, I want to know?”

“Shut up and drive.” I laughed.

“C’mon, Carly, let’s show him.”

I tasted her lipstick as we met in a little triangle with Steve’s mouth. We were all three giggling and the position wasn’t right with us sitting in a row.

“We can do better than that!” Maryanne knelt on the seat and pulled me around toward them. Once again our lips met, the giggling having died down a little. I felt Maryanne led the way with her tongue tasting Steve’s and then my lips. I joined in and the three tongues were soon dueling in the friendliest possible way. I pressed my tongue between the two of them. There in the warm moistness, they fondled me.

Steve’s hand tightened on my breast and Maryanne pressed her body closer, straddling his right thigh. Steve’s right hand had disappeared on her side and his left was now twiddling my telltale nipple. My nipples are sooooo very sensitive, too. They have direct circuit with my pussy, which was now really getting wet. We bumped and squirmed against each other, holding the kiss through curve after curve as Gina made constant cranky comments about being left out.

As we broke the three-way, Maryanne looked at Steve and asked: “You like?”

“Like it? Holy shit. Like it? I love it. More! More!”

Maryanne looked at me with a grin and leaned forward to plant a lipstick flavored kiss just for me. It was just a peck between old friends, but nice, too.

“Put your hand on hers too.” She said, staring into his eyes with a mischievous grin. That was when I realized where his hand had disappeared. I couldn’t see it because it was now busy under her skirt. It was strange, but I suddenly felt a little jealous of her and her short skirt.

Steve paused a moment, not sure whether she meant it, then looked at me. After another look into Maryanne’s eyes he took his hand from my breast and slowly put it on my thigh. I bit my lip a little and looked off into the darkness of the Park.

I felt Maryanne’s hand on my knee pulling my legs apart. Her hand took Steve’s and led it higher along my thigh.

“What is going on back there? It has gotten awfully quiet.”

Steve flexed his fingers, reaching deeper between my thighs and I felt myself drenching my panties. Maryanne pushed his hand higher yet until I felt his long fingers pressed against the slit of my pussy. Maryanne’s hand was on top of his and also between my thighs.

“Now, isn’t that nice?” she said?

I’m not sure which of us she was asking, but Steve sort of gasped out a squeaky “Yes!”

I guess I would have said the same thing. I could just imagine that Steve thought he had died and gone to heaven. He probably never thought he would be rocketing around the curves of a park in the back seat of a Crown Victoria while fondling the soft yielding pussies of two girls at the same time.

Our tongues were busy again at Maryanne’s helpful urging. The three-way kissing is truly a hoot. It is unbelievably thrilling. I mean, every part of my body was tingling. You know how French kisses can bring your body alive? Well, a three-way just multiplies it by not just three but by, like 9 or ten times. At least that is how it felt for me.

Gina parked and turned out the lights. I could feel her eyes on us as we continued groping each other. My cheeks were wet from all the kissing and Steve was rubbing me so nicely that my legs kept opening further as I hunched forward against his fingers. Steve’s finger pressed the flat seam of the jeans deep between the lips of my pussy.

Maryanne took my hand and brought it between us to show me how hard Steve had become. His prick felt huge! It was tight against his pants and standing straight up. As our hands fondled up and down his length, he made strange gurgling sounds against our lips.

“Really, girls, don’t I get in on this at all?” Gina was feeling left out. “I can’t believe this!” she kept saying beneath her astonished giggling. She was kneeling on the seat and facing us in the darkness.

We broke apart and let Steve come up for air a moment. We were all three sweaty and our lips and faces wet from the kissing. Steve laid his head back against the seat and stared off at the ceiling a moment, gathering it all together.

“Come on Steve, my other friend wants some of this too, you know.”

Steve was eager for more. He took a deep breath and leaned forward, sitting forward on the edge of the seat and slipped his arms around Gina. Their lips met and Gina moaned appreciatively, making fun of all the noises we had been making. My hand was alone in Steve’s lap now, but I couldn’t quite draw it away. I was fascinated by the size of his dick and how hard it felt. Hard, and very warm, under my hand. He reached down and stopped my hand from moving, so I just left it there, resting quietly around the throbbing mass of him. His arm brushed my breasts as he went back to embracing Gina .

Gina pulled away and sighed. “Now I finally know what they mean by sloppy seconds!”

The fondling and kissing continued in the back seat, while Gina just leaned against the door and watched us.

Maryanne straddled Steve’s legs and scooted her ass down against his raging hard on.

“Girls, if you don’t mind, I want to fuck my man right now. Is that OK with you all? I hate to be blunt, but, I really need it. And I think it would be nice to have you here.” She was really playing the wanton role now and loving it.

Gina sat up sharply. “Oh god, not in my car, Maryanne. You’ll make a mess, I just know it. Let’s go back to my apartment.” She had the car started and rolling before anything else could happen. “Besides, I haven’t even christened this car myself, yet!”

“Sorry sweetie!” Maryanne gave him one final kiss and unwound off his lap.

The drive was brief and we cooled down a little bit in the back seat. Steve’s hands were draped around us cradling our tits, but we all needed a little calming down. His hand felt very comfortable, very nice, cupping my breast. I could tell that it had swollen slightly to fit into his encircling fingers.

When we arrived, Gina scurried around, straightening up the living room, putting things away and out of sight, including a light green bra hanging incongruously on the doorknob. She turned on some music and, just as I sat down, Maryanne interrupted.

Her face was flushed and her cheeks were red from the scraping of Steve’s beard. Her skirt was slightly askew. Her lipstick was smeared a little around her lips. Still her long brown hair wreathed her pretty face and she looked stunning. Maryanne was a good sized girl, but not fat. She had remarkable long, full legs and she had bigger breasts than either Gina or I did. Here eyes were green, unusual for someone with her long dark hair, and gave her a haunting look. Statuesque, that’s the best description. She stood, hands on hips, and asked the fateful question.

“OK, girls who is joining Steve and me?”

“Oh, you go ahead, I have a crossword to do.” Gina laughed the question away. “Just please don’t make too much noise. You’ll get me all aroused.”

“C’mon then, Carly.” She held her hand out to me, pulling me from the couch against weak protests. Steve took the other hand and looked into my eyes with a slight question on his face. My heart was pounding, a will admit that. I resisted, never having thought to be in this position before. Still the car had been fun. I was truly turned on by the darkly handsome Steve. It really had been fun. I resisted. Maryanne, smiled and tugged again at my hand.

“OK, but I am leaving my clothes on, OK?” I know, I know, you are saying, you made up your mind and this is just a cover story. But I thought I meant it at the time.

I was led off to the bedroom, my heart in my throat, and legs feeling a little heavy with fear of the unknown.

Maryanne left the door ajar and there was a little light from the streetlight streaming in through the apartment window. She turned and found a lighter for a candle on the nightstand and then another on the dresser in front of a cut glass mirror that sent shimmering shafts of light around the room.

She turned to us and unbuttoned her blouse, one button at a time. Her big breasts, overflowing the top of her bra, came into view. Steve stripped off his tee shirt, eyes glued to her. Her blouse slipped to the chair behind her and she stood smiling at me.


I took a deep breath, and stalled. Maryanne moved in front of me and began unbuttoning my blouse. “You should be doing this, Steve.” She said breathily. I suddenly realized that beneath her confidence, she was feeling a little nervous, too. She knelt and unbuttoned my skintight jeans, knowing only another girl could manage to strip them off. Steve’s hands trembled slightly as he unbuttoned the third button of my blouse. As I stood there, the blush returned, big time, to my face. All these years later, I am blushing as I write this. And, to tell the truth, my panties are almost as moist now, writing this, as they were then.

I was hoping my knees wouldn’t buckle as I felt Steve’s fingers touch the bare, white skin of my breast above a lacy white bra. He paused to plant a kiss in the cleavage between my breasts and I shivered a little in anticipation. His fingers continued down the buttons and he moved his head slightly from side to side bumping my breasts on either side.

“Mmmmm, nice perfume, Carly. MMmmmm.” I could almost feel the vibration of his deep masculine voice tinged with trembling excitement. Watching a man’s excitement at looking at your body is so thrilling it is a wonder any of us can resist them. I could feel his hands tremble slightly as he felt along the satin cups of my bra. Maryanne had just begun unzipping the fly and tugging them over my hips.

“Oh, what pretty panties. Are you sure you didn’t plan this all along? You little tramp!” Maryanne’s kidding lightened the tension just enough to make it nicer. We giggled more as she stripped my jeans down past the little dark patch where my red hair was obvious through the translucent fabric at the “Y” of my legs. I felt her hand softly touch the cheek of my ass as she helped me out of one leg of my jeans at a time. I put my hand on her head to steady myself.

“Yes, but I am keeping them on.” I murmured. This was to be the last bastion to let me keep my virginity intact. This thin little pair of panties, pristine white in the candlelight, trimmed with lace at the hips and teasing the eye with the pale tender skin peaking through . I was secretly glad that I had, by some stroke of luck, put on fresh matching underwear tonight. It allowed me to have just a little bit of self-confidence under this strange circumstance.

Steve stood behind me, looking at Maryanne, his arms loosely around me. “God, I love all the freckles on your shoulders. They look so nice with your skin and the color of your hair.” His lips trailed along my shoulder making me tilt my head toward him as he neared my neck. “Mind if I lick them off?” His hand touched my mound through the thin panties, his finger touching the top of my slit.

“Hmmm, sometimes, I wish that would work. You should see them when I get a little sun!”

Maryanne loosed her skirt and stood before us, hands reaching behind her back to unsnap her black bra. She was a big girl, as I mentioned, and so wore substantial bras, always pretty, but certainly the Maidenform type rather than the frothy ones I usually bought at Victoria’s Secret. The cups of her bra now hung from her breasts, as if hating to leave the warmth of her body. She shrugged her shoulders to let the straps slide down her arms and finally the cups slipped from her swaying breasts. She dropped it on the floor at her feet and slipped her skirt in a pool around her long beautiful legs. At the top of her thighs, the strong dark curls formed a triangular patch protecting the jutting mound of her pussy. The pantyhose tented across her hips, touching this round, high point, making it glisten in the light.

The two of us knelt before Steve and began taking off his pants. Maryanne stroked his cock in a long, slow smoothing motion, as it lay straight up under his pants. She brought my hand up to enjoy the feeling and I heard Steve’s breath become ragged above us as he watched our movements. I held my hand along the length of it. It seemed to be an inch or longer than my hand.

“You’re going to like this! She murmured quietly as she unzipped him allowing the bulge of his cock spring out under taut white briefs.

I pulled the pants down his hairy legs and watched as Maryanne slipped her hand into his briefs and fished Steve’s big cock out into the light. She was soooo right. It was large and he was not circumcised. I watched, trembling, as she smoothed the foreskin back from the mean looking purple head of the biggest cock I had yet seen. His pre-cum glistened invitingly in the candlelight and Maryanne’s bright lipstick looked dull but intense in the dim light as she touched it. Steve’s prick jumped at her first touch and seemed to swell even more as her hands lifted his balls out of his shorts as well. They were suitably large to match his member and the hair on them was dark, like his head, only curlier. It was easily the sexiest thing I could remember in my young life.

His cock jutted out at us, pointing upward at about a 45 degree angle, full and hard. It was veined underneath with a throbbing protuberance than ran the length of its slightly curving shape.

Maryanne slipped her lips over the head, looking up at Steve and then at me. Inviting me with her eyes, she pulled her lips back half off the glistening head and I timidly brought my lips closer and then finally joined hers in the ultimate three-way kiss of our lives.

Steve’s hand caressed the back of my head, holding me closely in position. Slowly gathering confidence, I wet his cock with my lips, making a tiny sucking motion with the cock head and my friend’s lipstick-flavored lips. The slightly sour, or sweet-sour taste of Steve’s dick combined with her lipstick found the back of my tongue as wine sometimes does. The delightfully exciting sensation lingered there, full of rich flavor.

Steve brought us to our feet together and I felt him reach behind me and struggle for the clasp of my bra.

“Front,” I whispered.

His fingers fondled my breasts as he worked at the clasp between them. It sprang loose, and my breasts jutted out between the hanging cups. Steve grasped them immediately, as if he were afraid they would fall off. It was a wonderful feeling, first the freedom as the bra released them, then his hands; circling, squeezing, loving, lifting, fondling.

Maryanne pushed him back on the bed and cupped my right breast, feeding it to his lips. As Steve suckled my nipple, she brought her own large, firm left breast close, brushing against his cheek for attention.

Steve didn’t know where to look. But he swung to her nipple, nibbling it with his teeth as she moved slowly in little circles making him tug at her slightly. Maryanne’s arm was around my waist and I’m sure we were both squeezing our legs together in pleasure as Steve’s wet lips alternated between our breasts. I was aware of the silkiness of her pantyhose against my thigh and hips and of my hand around her waist, one finger looped intimately into the waistband.

We closed around Steve so that his lips spent time on all four nipples and in between time, our breasts brushed his cheeks as he craned his neck, vainly trying to get more of us. His cock was standing straight up and I could see the eye in the very tip of it as I looked down between my breasts and along my stomach, past the white panties. His hand was fondling my panty-clad cheek as he nursed.

I was weak-kneed now and needed to sit down. Steve climbed backwards into the middle of the bed with its slightly rumpled, flowered sheet. He lay with legs crossed at the ankle and that alarming cock still jutting from his briefs. We pulled his socks down his legs and crawled up beside him, letting him circle both of us with his arms. I laid my head on his strong-feeling shoulder and hardly moved as his hand found my bare breast. His hand began a soothing and exciting circular fondling motion. Steve’s hairy leg against mine was firm and athletic. Maryanne was on her side, looking at the two of us as her nylon clad foot rubbed sensuously along his calf. She placed her leg between his as she began kissing his shoulder and moving up his neck to find his lips again.

I turned and watched them kiss, leaning on my elbow and snuggled my leg close against him, feeling the pleasure. My leg, almost without me thinking about it, soon crept up and I felt Steve open his legs to make room for both Maryanne and me. I felt the sensuous pleasure of her warm leg. Pantyhose are always so sexy when you feel the warmth of the leg and the hint of moisture from the skin. Her stockings were a good brand, like Hanes, and fit tight and silky.

As they lay kissing, I got up and straddled the two lovers and began slowly sliding Maryanne’s pantyhose off her long legs. Maryanne moved her bottom to help me and I rolled the top down over her ample hips. The dark thatch of her pussy mound was just in view and I paused to watch them as their bodies probed and thrust against each other.

Steve’s hand moved from Maryanne’s breast to mine and I leaned forward to let him fondle it and lift its weight, shrugging my shoulders slowly so he would take the other as I preened with pleasure. I continued my task and tugged the nylons from her toes and watched as, still with her tongue in deep contact with his mouth, she rolled against him. Naked now, Maryanne was thrusting that pretty thatch of curls against his thigh. His hand tightened on my breast as she humped against him, moaning with pleasure and desire.

Breaking away, Maryanne tugged me close. As I straddled his other leg, the two of us humped against him with a writhing sensuality I hadn’t felt before; nor ever again since that moment. Our three-way kissing continued and I felt Maryanne start to take my panties down. I moved a little and she brought the lacy garment half way down over my bottom before I came to my senses and shook my head. She stopped, and her hand felt like a caress as she tugged them back into place over my hips.

Maryanne giggled against our lips as she patted me on the bottom, panties in place. She had less trouble with the delightfully hairy lover cradled between our two bodies. Steve’s cock flailed around like the whip antenna of the Crown Victoria as she stripped his briefs off and down his legs. She took them off one leg and left the briefs around one thigh, like a garter. Very sexy, actually.

We were half laying on Steve now. Maryanne’s breast was against mine and both of our nipples mashed against Steve’s hairy chest. We were all writhing together in pleasure, hands fondling, exploring, grasping, squeezing, pinching little love pinches. Maryanne’s hand was firmly wrapped around Steve’s balls and mine was happily circling his big cock.

Steve kept cautioning us, not wanting to cum yet.

Maryanne’s hand pressed against my hip and I thought for a moment she wanted a little privacy with Steve. But no, she held me fast and just rolled me back on my back. She untangled her leg from Steve and urged him to roll between my legs. Steve’s hairy thigh slipped between mine and I felt his jutting cock against my hip. I pressed it against my side and enjoyed the intense warmth coming from it.

My heart, once again leapt into my throat. Could I really do this with someone else in the room, even a friend like Maryanne? I came back to my decision not to lose my virginity tonight and just lay passively letting Steve nibble my breasts. He moved on to plant a string of kisses over first one breast, then the other. Up under my chin and around to my ear, his soft lips wended their way. His breath almost weakened my resolve beyond any control as it warmed the inner channel of my ear.

My panties were absolutely sopping wet. I could feel them warm and clammy between my open thighs. Steve knew it too, as I felt his hand cup my pussy and then wriggle for a nice warm hold on my mound. I felt his long finger settle along my slit over my wet panties and moved against him to bring his touch to my clitoris. Soon his finger slipped under the elastic and I felt his skin touch the tender and sensitive inner lips of my pussy. I was trembling now and he soothed me slowly.

Maryanne’s hand covered his for a moment and then slipped along my body until it held my right breast and her thumb could roll my nipple. I felt her push Steve rolling him on top of me. I opened my legs, content that my panties were still protecting me, and let Steve settle his bulk between my alabaster thighs.

His cock was between us now, his balls on my mound and the length of his dick lying hot and hard against the softness of my stomach. Slowly he moved from one side to the other as his balls and cock teased that sensitive area between my mound and the top of my thigh. And then he slipped over the satin of my panties across the soft tuft of red hair and the beginning of my slit and down into the other valley. I heard his breathing, short with excitement, as he fondled me with the underside of his cock..

Slipping lower, more of his weight went to his own knees, and I pulled my feet up so that my hips were angled up for him. I felt a huge rush as his prick nestled in the dampness off my panties. Slowly he moved against me. Slowly I moved against him, feeling that hot long shaft toying with my clitoris.

“Oh, sweetheart, this feels ….. wonderful.” I heard him whisper in my ear. “Wonderful.” He repeated.

His hands were in my hair, pulling my head to his kiss. I loved the way he kissed me and cradled my head in his hands. Our tongues played as I wondered at how his hands felt caressing my hair. His lips found my ears, and ruffled my short brown hair as he kissed me. His cock continued to nuzzle the engorged lips of my pussy through my panties. I could feel the heat of him all along the length of the deep split between my legs. As his lips pressed against mine and his tongue slipped into my mouth to toy with mine, I felt Maryanne snuggle closer and begin kissing my ear.

I nearly came right then; It was so delicious having both their bodies fondling me. I loved their wet lips touching my skin.

Suddenly, I could feel Steve thrusting a little more firmly, his cock now sliding easily up and down my slit in the satin smoothness of my panties. I felt that joyful feeling of power you get when a man has been brought completely in your control by the soft pleasure of your body.

I could feel his excitement soaring as his body tensed; my hands held him close, gripping his muscular arms. I held him as I would a child, close to me, nurturing him as that huge cock throbbed and rubbed and attacked my pussy lips.

And then he became calmer just as his thrusting peaked and I felt the warm creamy outflow of his sperm make a wide wet spot between our pressed stomachs. He thrust more and again I felt the warm spreading cream of his cock soak my formerly pristine panties as two more smaller spurts fell closer and closer to the end of his dick.

I patted his back as he slumped against me, fully spent. I felt his cock slowly slacken, but not go soft completely. His head was over my shoulder as if he would never ever have the strength to rise again. I felt a warm glow suffuse my cheeks as I basked in the pleasure and excitement he had found in my soft body.

Maryanne and I rubbed his back as if he were a stallion that we owned and that had just had a good race.

“Oh, that was so ……… so…. Good!” he exclaimed one last time and then rolled off me and lay between us again. “Sorry about that …. Uh, mess, …. I just couldn’t stop, Carly.” He kissed my cheek again and relaxed between our bodies.

It didn’t take long for us to revive him. In a few minutes, Maryanne began fondling his prick again and I joined her, feeling the stickiness, now almost dry. I felt him slowly coming back to life, his dick recovering its firmness, if not its full hardness. I nibbled his nipples while Maryanne swallowed his dick entirely before my admiring eyes.

Maryanne opened the drawer and found a condom which she quickly opened, and fixing me with her big green eyes, said:

“Will you …., Carly?”

I took the thin little ring and rubbed it between my fingers, glancing up at Steve. He seemed to thrust his cock even further toward me. He puts his arms behind his head and smiled a nod at me.

While Maryanne knelt beside him and let him fondle her heavy, dangling breasts, they watched me together as I laid the rubber on top of the head of his cock.

“Pull my foreskin back first, Carly,” he whispered, hoarsely.

My fingers circled his shaft once again and I watched in fascination, as I withdrew the heavy skin back to expose his glistening, arrogant cock head. It was bright red now and I wondered if that was because of the way he had rubbed it against my panties or if it was just natural.

Looking at them, I slipped my lips over the head and moistened the shaft, as much of it as I could get into my mouth. I loved the taste of it, the hard feel of it against my tongue. Withdrawing with a smile, I noted that Steve had closed his eyes tightly at the touch of my lips.

I put the ring of rubber on the tip of his cock, covering the eye, and began unrolling it by pressing down with all my fingers and thumb as my left hand held that long prick firmly. It seemed to unroll all at once as it snapped over the head and into the deep groove behind the head. Then holding his cock by the bulbous head, I circled the condom with forefinger and thumb and rolled it down until there was practically no roll left. I gave it a couple more rolling movements but there was not quite enough to bring it all the way to the root of his cock. I kissed the rubber-encased smoothness and gave him one last squeeze with a smile at the two lovers.

I offered to leave, but Maryanne pulled me closer and, as I sat on my knees I felt Steve’s hand under my crotch. Maryanne straddled him, her prominent mound forming a backdrop of dark hair behind the head of his cock. It now looked ghostlike and cramped behind the tight, translucent condom. It lay against her mound, reaching just to the top of the triangle, as her hand fondled it and rubbed it across the hairy mound.

I don’t know what made me do it, but I suddenly reached forward and grasped the beast and slipped it backward against her and then down between the thick lips of her pussy. I could just see them part through the soft hair. I was fascinated at how Steve’s big member firmly split Maryanne and how it seemed to flex a little as it nestled where I was thrusting it. Maryann’s hand found my nipple again as she watched it disappearing under her thatch.

“Ohhh, ohhhh, … yes …mmmmm” I heard her say softly as I slipped him along the wet seam between her legs. I moved the hot shaft slowly, parting her wet lips, fondling Maryanne a little as I went, and let his big knob of a cock head soothe my dear friend’s waiting pussy.

I could tell when it had found the warm home it was seeking. They both sighed at the same moment and I felt Maryann slump downward onto him. I could hear the moist plop as the big head slipped just inside her tight ring of her pussy. I sat back and watched in fascinated pleasure as Maryanne, her hand on my shoulder, slowly lowered herself. I watched as she seemed to swallow it whole between her legs. A tense smile of pleasure spread over her face as more and more of the shaft invaded the warm wet tunnel of her vagina.

I could only imagine what it felt like, but it was a beautiful sight. I watched as she settled on him, moved her hips to adjust to the insistent thrust of his dick as it straightened out her vagina, brushing along the thick wet walls of her. Their hairy patches were one for a moment and then she began to move up and down. I watched the glistening of her pussy juices on the long shaft as it re-appeared like magic from between her lips. Then I could see her lips sort of tuck in slightly as she slipped back down the thick brown shaft.

It was a wonderfully erotic sight.

And as, at long last, Maryanne got to fuck Steve, I felt his finger under my panties, slide into my sopping wet vagina . I squirmed with pleasure as his finger explored my pussy. I pressed against him, hoping for him to go even deeper as I watched him thrust his lovely cock into Maryanne’s eager pussy. Maryanne pulled me closer and kissed me as she moved her hips in circles around his cock. Our tongues played together as she fucked him and as he finger-fucked me.

As Stephen’s warm sperm boiled up into the safe envelope of his condom and warmed my friend’s pussy, I felt a deep, warm orgasm rush through my body to my nipples. I pressed my hand to Maryanne’s bottom as she thrust, faster and faster, until she collapsed on top of Steve in her own orgasm.

It is perhaps one of the nicest of my memories. I wish I could go back and lie once more in that happy tangle of sweaty limbs and bodies, sated with the pleasure we made for each other.

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