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What Happens in Vegas…

Category: Group Sex
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Toni and I had been friends for a few years. We met at our kids’ soccer games, and started talking. At that time, both of us were still married, even though neither of our spouses ever came to the games.

Eventually, though, both of our marriages fell apart, and we were there for each other. We helped each other through our divorces, and to deal with the aftermath. Up until that point, our relationship had been purely platonic, but that quickly changed.

Neither of us wanted a committed relationship, but we did fall in to a “Friends With Benefits” relationship. We were both happy with what we had, and were quite comfortable with it. Her job, with a major cosmetics company, required a lot of travel, and mine, in construction, demanded a lot of overtime and long hours, so we got together when we could, infrequent as that was.

While I had a more extensive sexual history, Toni had been with only one man other than her husband, and apparently neither had much of an imagination or talent. She told me that our first night together, I gave her more orgasms then her husband did in 15 years.

Toni was about 5’3, with short blonde hair, great legs, large breasts (40 DD), and carried a few extra pounds. She was not at all fat, as the extra weight looked very good on her

Over the years, I taught her a lot, and she was quite a good, and willing, student. She soon learned to give some of the best head that I had ever had, and even learned to enjoy using toys and having anal sex.

Once, while we were in bed enjoying the afterglow of another wild sexual romp, she told me about an upcoming trip that she had to make. I told her that I could probably swing some time off, and could join her, and she told me that the room had already been booked, and she was rooming with Maria, a hot little Italian woman who was one of her best friends and a co-worker.

When I teased her about two hot women sharing a room and a couple of bottles of wine, and what could happen, Toni surprised me by responding, ” Easy, now. I don’t think that I am ready to try being with a woman yet.”

“Yet?” I asked, shocked. “That implies that you have at least though about the possibility.”

“Yes, I’ve thought about it,” she admitted after a couple of seconds. “I think every woman has at least thought about it. It’s just that very few of us actually ever get up the nerve to try it.”

I didn’t say anything else, but I did keep that in the back of my mind.

Toni and I always celebrated our birthdays together, since they were only a week apart. As luck would have it this year, the week-end in between those dates also was the week-end of her annual convention in Vegas. I told her that this year, Maria was going to have to find other accommodations, as I was going with so we could celebrate together.

I made reservations at one of the better hotels for a suite, complete with a Jacuzzi, and told Toni to get ready for a “What Happens In Vegas Stays In Vegas” type week-end. She laughed, and told me that she couldn’t wait.

I knew that we were in for a fun week-end when I picked her up for the flight. I decided to hire a limo, instead of drive myself. When she walked out of her house, she was dressed in a short skirt, tank top, and a sexy pair of sandals. We had already agreed to pick up Maria and take her with us, and while we were all riding in the back, enjoying a cocktail, Toni whispered in my ear, “I didn’t wear any panties for the flight.”

Maria was also dressed sexy, in a short sundress and low-heeled slip-ons. Maria is short, about 5’2″, with long black hair, and what looked like a smaller pair of breasts. She was very pretty, and had an aura that just exuded sensuality.

The way she was sitting, across from us in the limo, I could almost see right up her skirt. She caught me looking once, and smiled. “Are you trying to look up my dress?” she asked.

“Well, if you’re willing to show, I am certainly willing to look,” I told her. We all laughed, and continued the ride.

Maria was seated a couple of rows behind us on the flight, and Toni and I were the only ones in our row. Although it was a relatively short flight, we did manage to have a little fun, as I slipped my hand up under her skirt, and teased her moist pussy.

The first couple of days there were mostly filled with the women going to their convention meetings, and I did a little bit of gambling, and a lot of people watching. We all met each night for a few drinks, and then Toni and I went up to our room and had our usual wild sex.

Being out of town seemed to open Toni up even more, however. Our first night there, as we came back from the bar, she led me to a chair right in front of the large window overlooking the strip, sat me down, and proceeded to give me a passionate, very inspired blow-job.

After a few minutes, when I tried to stop her so I could give her a little pleasure, she said, “Just sit back and enjoy. You can take care of me later.” she then continued to suck me off until I exploded deep in her mouth.

The next night, after a few more drinks, I led her to the window, and with all of the lights on, pinned her up against the window that she blew me in front of the night before, and gave her a thorough tongue lashing, from both in front and behind, and then, with her big tits pressed against the window, I took her from behind, telling her that all of Vegas could be watching us. She eventually exploded in such a huge orgasm, I had to hold her to keep her from falling to the floor.

On the final night of the convention, I took both women out to dinner. Both women had dressed up very nicely, and looked very sexy. We all had an excellent dinner, and a few bottles of wine. Eventually, as things do after a few bottles of wine, the talk turned to sex.

Maria was lamenting about how it had been way too long since she had been laid, and how she thought Toni and I were such a cute couple together.

“I bet you two could make a mint taping yourselves and selling it on line,” she told us, making me wonder if she knew about our exhibition at the window.

Toni blushed, and I told Maria, “First of all, I don’t think either of us wants something like that on line. The real problem would be finding someone to operate the camera. I’m sure that Toni would have to have someone she’s comfortable with.”

Maria did exactly what I was hoping she would do, and jokingly responded, “Well, I’m not doing anything for the rest of the night. Did you bring a camera?”

Toni sat there shocked, and I told Maria, “As a matter of fact, I did. Are you offering to tape us?”

“Sure. Why not?” Maria answered. “That could be fun. I know what I like to see when I watch porn, so I’m sure that I could get some good shots.”

“Toni? What do you think?” I asked.

“I think I need another drink, first,” was her only response.

Half an hour later, we were in our room, and I was showing Maria how to use the video camera. I also showed her the mini-tripod, just in case she wanted to set the camera down. Toni was in the bathroom changing into an outfit that she had bought for our last night there, and was obviously a little nervous.

Soon, Maria was ready, and the door finally opened. I had changed into a pair of silk boxers that I knew that Toni loved, and then she came out of the bathroom. She was wearing a black lace camisole and matching boy-shorts, with a pair of sexy backless heels.

“You look great, baby,” I told her as I walked towards her.

“That is very sexy,” Maria chimed in.

I softly kissed Toni as I tried to soothe her, and Maria was walking around us quietly, filming us. As we stood there, I started to work my way down Toni’s neck, something that I knew she loved, and always loosened her up.

I was kissing and nibbling an her neck, on the soft part of skin just behind and below the ear, as my hands were gliding over her full ass, when I heard her sigh deeply, a sign that she was ready to go.

I slowly walked behind her and started to work on the back of her neck, as Maria walked in front of us and continued to work the camera.

Standing behind her, I cupped Toni’s full breasts as I kissed the sensitive back of her neck and softly ground my rising cock against her ass.

Looking over her shoulder, I could tell that Maria was getting a bit turned on by this. Her breathing was getting heavier, and she was shifting her weight from one foot to the other.

As I was softly pinching her nipples through the lace of her top, Toni opened her eyes, and was looking at Maria as she filmed us. I felt her stiffen a little, and I whispered into her ear.

“Does Maria standing there like that bother you?” I asked her softly.

She nodded lightly, but never removed her eyes from her friend.

“Would you feel more comfortable if she was wearing less clothes?”

Toni gasped softly, and whispered, “Yes.” “Maria, why don’t you set the camera down, and take off your dress?” I told her. “I think that Toni would feel a little more comfortable that way.”

Maria didn’t say a word as she followed my request. She set the camera on the desk, still pointed at us, and she slowly started to remove her clothes.

I felt, as well as heard, Toni gasp as Maria dropped her dress and stood in front of us, wearing only a skimpy bra and thong. Although she was our age, in her early 40’s, she had the body, and skin tone, of a woman half her age. Maria then went one step further and removed her bra, revealing a nice sized, and still pretty firm, pair of breasts and nipples that were standing out, just begging to be kissed.

As she picked the camera back up, I started to remove Toni’s top, releasing her large breasts. I cupped one full breast, and slid the other hand down to her panties, watching Maria the whole time.

As I cupped my hand over her mound, I could feel the heat and moisture radiating from Toni’s pussy. I slid a finger up and down her slit, feeling her juices soaking into her panties. I also noticed that her eyes never left Maria.

As I slid my hand into her panties, Toni moaned and leaned back into me. She gasped as I slid my fingertips over her clit and down to her moist hole.

When I slid my moistened fingertip over her hard clit, I felt Toni shudder, and she released a loud sigh.

I flicked my finger quickly over her hard little nub a couple of times, and then slid my hand back out of her panties. As Toni moaned her disappointment, I released her breast and brought both of my hands to hers.

Taking her hands in mine, I raised them up to her breasts. I placed her hands on her tits, put my hands over hers, and started to softly squeeze. As she started to work on her breasts, squeezing them and pinching and lightly pulling her nipples, I brought my hands down to her panties.

She continued to play with her tits as I slowly started to slide her panties down her legs. I knelt behind her as I slipped them off of her, and I ran my tongue down her ass. She spread her legs, and I placed my hands on her hips.

I pulled her towards me as I leaned in and flicked my tongue down her wet slit, reaching for her button. Toni moaned loudly, ans she dropped one hand down to her pussy and started to slide her fingers over her slit.

I stood and led her to the bed ,leaning her forward onto the mattress with her hands at the edge. Toni always loved it when I ate her out in this position. Her ass was up in the air, her big tits were swaying, and her legs were spread.

I looked at Maria, to make sure that she had a good camera angle, and saw that her eyes were glazed, her nipples were erect, and her breathing was heavy. She was as turned on as Toni and I.

Kneeling on the floor behind her, I slowly slid my tongue along Toni’s wet slit, starting at her seeping pussy, running up to her ass, and then back down to her clit. When I pressed my face in to her pussy, sticking the tip of my nose into her and flicking the tip of my tongue across her hardened bud, she gasped and grabbed onto the sheets.

I pulled my face away, and slid two fingers into her hot wet pussy. I could feel her muscles clamp down lightly on my fingers as I slid them in and out slowly.

I looked up at Maria, and she had moved in to get a close up of my fingers buried deep in Toni’s pussy. Toni was moaning and moving back against my hand, grabbing on tight to the bed, and Maria was breathing heavier.

I slid my fingers out on Toni’s pussy, and slowly dragged them up towards her asshole. I pushed Toni further towards the bed, guiding her on to her hands and knees on top of the mattress. I then reached out with my other hand and took the video camera from Maria.

As I rimmed Toni’s ass with my wet fingers, Maria looked at me questionably. I motioned with my head towards Toni, and Maria’s eyes got bigger. Trying to keep the camera still, I looked at Maria, then down to her hand, and then to Toni’s raised ass.

Maria slowly raised her hand, looking me in the eyes, and slid two fingers into her mouth. She started to suck on her fingers as she maintained eye contact with me, coating her fingers with her saliva.

When her fingers were nice and slick, she reached out towards Toni and ran her fingers along her wet slit. Toni moaned and wiggled her ass, not realizing that it was her best friend’s hand that was now spreading her juices around her pussy.

Toni’s eyes were clamped shut, and she was moving her hips back and forth, as well as sideways, while she moaned and groaned, her breath getting deeper as Maria manipulated her pussy and clit.

I pulled back and went for the camera tripod as Maria slid two slender fingers into Toni. After I mounted the camera, and made sure that I had the proper angle, I went back towards the two women.

Maria was sliding her fingers in and out of Toni’s pussy with one hand, and rubbing her clit with the other, causing Toni to moan louder, and fuck back towards Maria.

I took a hold of Maria’s hand that was inside her friends’ pussy, and pulled her fingers out. As I raised her fingers to her mouth, Maria didn’t hesitate to slide them in to her mouth and taste Toni’s juices.

After she licked her fingers clean, I softly guided Maria’s face toward Toni. Pausing only a second, she leaned in to Toni’s pussy and started licking her clit, and then sticking her tongue in to her pussy.

Toni moaned again, and pushed back against Maria’s face. For a brief second, I stepped behind the camera and zoomed in on Maria eating Toni’s pussy.

I kept the camera there for a while, watching up close as Maria lovingly caressed Toni’s wet, steamy pussy with her tongue .As I panned back, without my prompting, Maria then reached up and took Toni’s big tits in her hand and started to squeeze them.

Stepping away from the camera again after I mounted it back on the tripod, I watched for a minute as Maria pleasured her best friend for the first time. Toni was enjoying the effort, and was moaning and writhing on the bed.

I walked to the bed and climbed in front of Toni. I presented my rigid cock to her lips, and she gasped, realizing finally that it wasn’t me working on her pussy. She had to have noticed the difference in the feel and techniques, but now, she couldn’t ignore it.

“Just enjoy it,” I said to her softly. “You’ve both wanted this for a long time. Now you’ve got it. Just relax, and enjoy.”

Toni moaned as I leaned in a little further and pushed my cock past her lips. As she opened her mouth and took me in, Maria straightened up and rubbed Toni’s pussy and slid a couple of fingers into her wet pussy as she watched Toni start to suck on my cock.

Maria continued watching as Toni sucked and licked my rod, and getting wide-eyed as she saw Toni swallow most of my thick shaft down her throat.

Toni collapsed on to her belly, never taking her lips off of me. Maria resumed sliding her fingers in and out of her best friend’s wet pussy, climbing behind her for a better angle. Toni was moaning and writhing around on the bed as Maria leaned back in and raised Toni’s hips.

I knew that Maria’s tongue made contact with Toni’s clit, when Toni gasped loudly around my thick, wet shaft, and gasped, “Oh, my godddd!”

Toni started working on my cock with a renewed vigor as her friend tongued her pussy. I could see Maria’s head bob and wiggle as she brought Toni closer to an orgasm.

“She likes her ass played with, doesn’t she?” Maria asked after a couple of minutes.

“She loves to have her ass played with when you’re going down on her,” I told her, doing my best to make sure that I didn’t cum, from both Toni’s talents, and the view in front of me.

I watched as Maria slid her fingers out of Toni’s pussy, shiny with her juices which I knew were flowing right now. Toni gasped and moaned in pleasure as Maria started rimming her ass with the wet fingers.

When I knew the Maria was pushing her slick fingers into Toni’s tight ass, I held Toni’s head tight, slowly pulling it down further onto my cock. I felt the vibrations in my cock as Toni groaned when Maria pushed her fingers in deep.

Maria had both hands working on Toni, fingering her ass and her pussy. It didn’t take long before Toni started gasping loudly, her body stiffening, a sure sign for her that she was starting to cum.

“Whatever you’re doing,” I told Maria, “don’t stop. She’s about to cum, big.”

Toni groaned louder when I said that, and started bobbing her head even quicker. Soon, though, she stopped, grasped my shaft, and started stroking me quickly.

“Oh, my god!” she exclaimed softly. “I’m gonna cum! Oh, my god, baby, you’re going to make me cum!!!”

Toni reached down and held her friend’s face tight to her spasming pussy as her body started to shake.

“Oh, my god, Maria!” she yelled. “Holy shit! You’re making me cumm!!!”

Maria didn’t let up on her friend, continuing to slide her tongue over Toni’s hard clit and soaking wet slit.

Toni had released my cock as she was cumming, and started reaching for it as she came back down. Rolling away from her gasp, I whispered in her ear, “This is all for your birthday, baby. Now you tell me, who should I slide my thick cock into first?”

“Oh god, fuck me!” she exclaimed. “I need this thick, hard cock right now!”

Chuckling, I climbed off of the bed and stepped behind Toni. Maria was staring at my cock as I walked, her hands gliding lightly over Toni’s ass.

“Do you like this?” I asked Maria as I shook my hard rod in the air.

“Yes,” she whispered, still not taking her eyes off of it.

“Why don’t you come here and suck it?” I asked her. “You can get it nice and wet for me, so I can slide it right in to Toni’s hot pussy.”

“Mmmm,” she moaned, as she got down on her knees and took my cock in her hands.

“Did you like Toni’s pussy?” I asked Maria as she slid her tongue up the length of my shaft.

“Yes, I did,” she answered. “Toni’s pussy tastes nice.”

I slid two fingers into Toni’s pussy, and I told Maria, “Yes, she does have a tasty little pussy. Maybe I’ll cum deep inside her, and you can taste both of us.”

“That would be nice,” Maria responded, and then started to suck on my cock. Toni was probably the best cock sucker that I had ever had the privilege of ever being with, but Maria wasn’t far behind!. The woman had a mouth that felt like a hot, wet velvet glove.

We stayed like that for a couple of minutes. Toni, on her knees on the bed, big tits pressed firmly against the mattress, with my fingers sliding in and out of her pussy, and occasionally teasing her tight little asshole, while Maria was on her knees in front of me, sucking my cock, getting it ready to replace my fingers deep inside her best friend.

After a couple more minutes, when my knees were starting to get weak from Maria’s talents, she pulled away from me, and told me, “I think that you should be ready for Toni now.”

Toni moaned hearing that, and as I gathered my wits, I stood behind Toni and started sliding my cock head up and down her steamy slit.

“Do you really take that thing in your ass?” Maria asked Toni as she lay down on the bed, softly speaking into her friend’s ear.

“Oh, yes,” Toni moaned. “I love the feel of his cock in my ass.”

“Damn,” Maria responded. “I can barely get that thick thing in my mouth. I can’t imagine what that would feel like in my ass.”

I slid as much of my cock into her at once as I could, and Toni gasped, pushing back at me. “Oh, yes!” she moaned, loudly. “Honey, this cock feels great no matter where he puts it!”

I started sliding my cock in and out of her hot pussy, getting a little deeper each time. Toni was gasping each time I pushed and got just a little deeper. Maria lay there next to Toni, her hands between her legs, watching, as I finally bottomed out in Toni’s pussy.

Maria, with no prompting from me, climbed higher on the bed and placed her wet pussy in front of Toni’s face. As I continued sliding in and out of her wet hole, I grabbed a handful of Toni’s hair and pulled back on it.

“Look at that baby,” I said. “Look at her pretty little pussy. Doesn’t that look tasty?”

Toni didn’t say anything, as Maria slid a little closer to her, and I released her hair. Toni lowered her face to Maria’s pussy, and slowly stuck out her tongue.

Toni slowly slid her tongue up and down the length of her friend’s wet slit, returning the loving caresses with her tongue that Maria had given her, as I increased my speed while I continued fucking her.

“Oh, baby, that feels SO good!” Maria gasped as Toni flicked her tongue across her clit. She was squeezing her tits and pulling on her nipples as she watched Toni lick her wet pussy, and I fucked her friend. Our eyes made contact just as Toni slid a couple of fingers into her tight little hole.

“Oh my god! Yes!” Maria gasped loudly. “Oh, sweetie, you are making me feel soo nice!”

I slid a thumb down Toni’s slit, wetting it, as I continued fucking her harder. Soon, she was moaning, sliding her face from Maria’s mound.

“Oh, yeah, baby,” she groaned. “Fuck me baby. Fuck me good. Slam that big cock into me!”

Maria reached down and pulled Toni’s face back to her pussy, and I slowed down, but took longer strokes. Toni groaned loud and long, and Maria must have liked the vibrations, because she yelped and pulled Toni’s face in tighter.

I slowly slid my slickened thumb to Toni’s ass, and started to rim her tight hole, spreading her juices and rubbing them in. I pulled most of my cock out, leaving just the head at the opening to her oozing hole, as I slowly slid my thumb into her ass.

“Oh, yeah!” Toni moaned loudly, as she pushed back against me, trying to get more of my cock into her.

“You keep your face in that little pussy,” I told her, as I slammed my cock deep into her pussy, pushing her back into Maria, “And I’ll keep my cock in yours, and my thumb in your ass.”

Toni moaned her approval, and attacked Maria’s sopping wet pussy with her tongue, as well as her fingers.

It wasn’t long before both women were moaning, and I knew from Toni’s moans that she was getting close to another orgasm. I continued with the long, slow strokes, with both my cock and my thumb. As I slid my cock out, I pushed my thumb in deep. As I slid my cock back in, I would slide my thumb out.

“Oh, yeah, baby,” Toni moaned. “I’m almost there. Make me cum, baby. Make me cum good!”

Hearing that, Maria groaned. “I’m almost there, too, sweetie,” she said as she held Toni’s head in place. “Make me cum baby. I want to cum so bad!”

“C’mon baby,” I said to Toni. “Make her cum. Make your best friend cum all over your tongue.”

Hearing that, Toni started licking and fingering Maria faster, and I started fucking her faster. I heard Toni start to gasp for air, and stiffen up, the first sign that she was about to cum.

“Oh yeah!” she exclaimed. “Oh, god yes! Fuck me with that beautiful cock! Fuck me baby! Fuck me!!!” she yelled loudly, the next sign that she was there.

I buried my thumb deep in her ass as I slammed my cock all the way in. That set off a series of moans, as I bumped my cock into her, and ground my pelvis against her ass.

Toni started shaking and moaning as her orgasm hit her. Her body was stiffening, and she was moaning, “Nnnhhh! Oh yes! Nnnhhhoooohh! Oh my god! Yes! Oh, god, baby! I”m cumming!!”

All of that set Maria over the edge, and she started cumming, too. “Oh, yes! Oh, baby, you’re making me cum! Oh, damn! Oh, god, yes!” she exclaimed .

I could feel Toni’s pussy squeezing and spasming on my cock as she peaked. Her body continued shaking, and I could feel her pussy juices flow while she moaned deeply. As she came down, my shaft was still deep inside her, and my thumb was still deep in her ass.

Soon, both women collapsed on the bed, Toni wrapping her arms around Maria’s hips, her face still inched from the wet pussy. As Toni rolled off of her friend, Maria looked up at me.

“Did you cum yet?” she asked, as she looked at my still hard cock, shiny with Toni’s juices.

“Not yet,” I told her. “Come here, and let’s see what we can do about that.”

I knew that I wasn’t going to last too much longer, but I wanted a chance to feel Maria’s hot little pussy wrapped around my cock shaft.

Toni rolled to her side and watched as I took a hold of Maria’s ankles and pulled her towards me. She yelped and giggled as she settled in front of me, and then sighed when I started to slide my cockhead along her soaking wet slit.

Placing the head at her seeping hole, we looked each other in the eyes as I slowly started to slide my cock into her pussy. As I felt her hot, wet, silky walls wrap themselves around my thick shaft, I couldn’t help but moan.

“Oh my god! You feel so nice!” I whispered loudly. “You are so hot, and tight!”

Maria moaned in response, and breathed, “That will happen when you haven’t had a cock in a couple of years.” I started sliding in and out of her clinging pussy, and she moaned, “Especially when you’ve never had a cock like this! C’mon baby, fuck me good. I want to cum again! Fuck me!”

Toni looked on, and teased me. “Go ahead. Fuck her,” she taunted. “Fuck her little pussy real good. Make her cum all over your big cock.”

I did as asked, and started to fuck Maria with passion. Toni reached to her friend and started to squeeze Maria’s tits, pinching and pulling on her nipples. I was sliding in and out, fast and slow, deep and shallow, for a few minutes when she started to moan louder.

“Oh, yes! Fuck me, baby! Fuck me! I’m almost there! My god, you feel so good!” she yelled as she bounced her hips against the bed.

I kept up that pace for a while, until Maria started to gasp and shake. “Oh my god, yes! Oh, my god, I’m going to cum!” she gasped.

Right then, I pulled out of her wet pussy and took a hold of my thick, shiny cock. I started to slap it against her clit, and then sliding the head across it. As I was slapping her clit with my cock, she started to moan again.

“Oh, yes! Oh damn, that feels good! Yesss!” she hissed as she continued bouncing her hips.

Sliding my cock back to her pussy, I slid just the head inside of her, and then slid it right back out. I teased her by fucking her like that for a few seconds, and then slid the whole length in, burying my cock deep in her tight wet pussy.

“Ohhh my god!” she yelped as I bottomed out. “Oh, yes, that feels good! Fuck me baby!”

At that point, Toni reached in and started stroking Maria’s clit. I held her legs in the air as I fucked her sweet pussy, and Toni flicked her fingers across her clit.

“Oh, yeah!” Maria moaned, grasping onto the sheets. “That feels SO GOOD!”

Toni was fixated watching my cock slide in and out of her best friend while she teased her clit. Lightly tapping her, I motioned for her to climb up and start licking Maria’s clit.

Toni didn’t hesitate a second, as she lay across Maria’s belly and lay her head down. Realizing that the best way to reach her clit like that was to climb on top of Maria, Toni straddled Maria’s face and lowered her own face to Maria’s stiff little clit.

“Oh my god! Yes!” Maria yelled as she felt Toni’s tongue glide across her clit. “Oh my god, that feels GOOD! Fuck me baby! Fuck me hard! I’m close, baby, make me cum! Both of you, make me cum so good!”

She reached down and pushed Toni’s face in closer and then pulled Toni’s ass down to her face, slipping her own tongue out.

The sights and sounds of all of this was setting me off. Maria was getting closer to her next orgasm, I was closing in fast on mine, and Toni sounded like she was enjoying Maria’s attention quite a bit.

As I continued stroking in and out of Maria, she started to yelp louder. “Oh my god! Oh god yes! Oh, damn, I’m cumming!” she cried out.

She held on tight to Toni as she started to peak, and we could hear her screaming into Toni’s pussy. The vibrations must have set Toni off, and soon she was moaning loudly.

“Oh, sweetie! You’re gonna make me cum again!” Toni moaned.

“Oh, damn baby,” I said softly, “your tight little pussy is going to make me cum, too!”

Maria wrapped her legs around me, pulling me in tight, and held Toni’s ass tight as she started moving her face around on her pussy, flicking her tongue everywhere.

“Oh, god! I’m cumming!” Toni yelled. “Oh damn! I’m cumming! Holy shit! Ohh!”

I think all of that set Maria off again, and I felt her tighten on my cock, and felt her juices flow around my shaft. All I could hear was her moaning into Toni’s mound.

“Oh, damn, I’m gonna cum!” I declared. Maria pulled me in tighter with her legs, and turned her head from Toni momentarily.

“Oh, yeah baby,” she groaned. “You feel SO GOOD inside me! I want you to cum inside me. I want to feel you cum! C’mon, baby. Fuck me ’til you cum, deep inside me.”

She turned her attentions back to Toni, and I started fucking her with a renewed vigor. That lasted a couple of minutes, until I felt my balls start to churn.

Toni was coming down from a mini-orgasm, and Maria was approaching one, when I felt the surge hit.

“Oh my god! Yes!” I exclaimed, as blasted deep into her already wet depths. The sensation of my cock exploding deep inside of her set her off, and the vibrations from her moaning into Toni’s pussy set her off. We had chain-reaction orgasms, setting each other off. Finally, we all collapsed on the bed, wrapped in each other.

We all three lay there for a while, catching our breath and stroking each other lightly with our fingertips. Soon, as we all started to stir, Maria asked Toni, “You REALLY take this big cock in your ass?”

Toni laughed, and told her, again, “Oh, yeah. And sometimes, I cum even better like that than I do with him in my pussy.”

“Oh my god,” Maria said softly. “I can’t even imagine that.”

“Well, why don’t we see what we can do to get him hard again, and maybe you won’t have to imagine it,” Toni said, as she rose up to her knees and rolled Maria onto her back.

Toni planted her face between Maria’s legs and started to clean up her pussy, soaked and leaking with both of our juices.

As I watched the two women, I went to the video camera and quickly changed the tape, grabbing my digital camera also.

By the time I came back to the bed, they were on their sides in a tight 69, savoring each others pussy, Toni getting the extra added flavor of my cum.

I walked around the bed, taking pictures of the women from various angles, and then set the still camera down and took the video camera from the tripod.

I walked around some more with the video cam, zooming in and getting close-ups of both women with their faces planted in between each other’s legs, with their tongues working away each other. From that angle, I also knew that the audio was going to be great. The passion between these two women was amazing, evident as they lovingly caressed each other with both hands and tongues.

As I walked around to capture Toni working on Maria’s pussy, I caught her slipping two fingers into her tight little ass. Maria was close to another orgasm at that point, and Toni pushed her over the edge with her fingers sliding deep into Maria.

“Oh my god YES!” Maria cried as her body shook and she bounced her hips and ass. “Holy shit! Oh yeah!”

As she was coming down from her orgasm, Maria rolled away from Toni and lay flat on her back. I walked over to Toni and placed my re-hardened cock at her lips, and she took it in, swallowing my thick shaft with one plunge. I got a nice close-up of her deep-throating me as I looked down at her.

After she worked my pole over with her talented lips and tongue, and soaked it with her saliva, Toni let my cock fall from her mouth and raised her head.

“Are you ready to try this thing in your cute ass?” she asked, looking up at her best friend.

“Oh my god,” Maria replied, gasping for breath. “I don’t know if I can take it, but I’m sure willing to give it a try.”

Toni looked up at me and asked, “How do you want her?”

“Let’s keep her on her back, for now,” I told her. “I know how beautiful you look when I slide into your ass, and I want to see her pretty face as I slowly sink my cock into her tight, virgin ass.”

Maria moaned when I said that, and Toni said, “That sounds great.”

“Why don’t you work your magic tongue on her, while I coat my cock with some lube,” I told Toni, as I grabbed Maria’s ankles and slid her ass to the edge of the bed.

Toni eagerly jumped off of the bed as I placed the video camera back on the tripod, keeping it aimed towards the women, and I climbed on to the bed, and knee-walked over to Maria.

I leaned in to her, and whispered into her ear, “I want you to suck my cock, and get it ready for you. Then, I’m going to be slow and gentle as I slide into your tight little ass.”

Maria gasped and moaned, and nodded her head as Toni kneeled on the floor between her legs. Placing my cock on her full lips, Maria flicked her tongue across the head, and then wrapped her lips around it, slowly taking me in.

Reaching up and wrapping her fingers around my shaft, she stroked me as she sucked on my head, moaning around my cock as Toni made her tongue dance around her tight rosebud.

When she had my cock hard and ready to go, I climbed off of the bed and walked over to the table where the bottle of lube was.

I coated my cock in a good amount of lube, and stood there watching Toni flick her tongue along Maria’s ass while I stroked myself. Maria was gasping and moaning, moving her hips and ass, while Toni rimmed my target.

Maria gasped loudly when Toni pushed the tip of her tongue into Maria’s ass, and then Toni placed a couple of fingers at Maria’s asshole. While she looked up at me, I squirted some lube onto her fingers, and she slowly slid them into Maria’s ass.

Maria gasped again as Toni fucked her ass with her fingers, and soon she was pushing back against the probing digits.

“I think she’s ready,” she said, looking at my shiny, coated cock, stiff and hard in my hand.

“Good,” I told her. “Why don’t you get on the bed with her and hold her?”

Toni got behind Maria and laid Maria’s head in her lap, reaching down to softly squeeze her friend’s tits while stood at the edge of the bed, placing Maria’s feet against my chest. I slid my slick cock up and down Maria’s slit, finally placing the head at her lubed asshole.

While I slowly moved my cockhead around Maria’s virgin rosebud, Toni reached down and started to slide her fingers across Maria’s hard clit and her wet slit. Soon, Maria’s eyes were closed, and she was moving her hips and ass in rhythm with Toni’s hand.

Toni slid a couple of finger tips into Maria’s hot, seeping pussy, and Maria sighed and moaned. I started to slowly push the head of my cock against her tight ass, and Maria moaned louder.

I pushed a little harder, and I was able to get about half of my cockhead into Maria’s ass. She gasped, and Toni started to lightly pinch her nipples while she stroked her clit faster.

After a couple of seconds, Maria was moving her hips again, and Toni looked at me and nodded. She slid her fingers deeper into Maria’s pussy, and Maria started to moan again. I held tightly onto Maria’s hips, and I gave her a quick, hard push, feeling her inner ring pop and expand as I slid the head of my cock all the way into her ass.

Maria yelped, and I felt her ass ring squeeze my cockhead as I stood still. “Oh my god!” Maria gasped. “Stop! Give me a second!”

“We’ll take all the time you need,” I assured her. “How does it feel so far?”

“Nice!” she breathed, as she took in a couple of deep breaths.

I waited a couple of seconds, as Maria got used to me being in her ass, and she soon started to move her hips again.

I started to slowly move my hips back and forth, getting my cock a little deeper every time, while Toni continued to play with her pussy and tits.

Soon, I had half of my cock in Maria’s tight ass. Between my movements and Toni’s stroking and pinching, Maria was gasping, moaning, and wiggling in all her enjoyment.

I started to stroke my shaft in and out of her ass, and Maria was moving with me. As she started to arch her back, Toni moved and leaned in to her and started to flick her tongue across Maria’s nipples.

“Ohhh!” Maria gasped as Toni sucked on her nipples and stroked her fingers along Maria’s slit.

It wasn’t long before I had most of my cock slowly sliding in and out of her tight ass. I was reminded of the first time that I fucked Toni’s ass, and how tight she was. Because we didn’t do anal that often, Toni still had a nice, tight ass, but there is still nothing like a virgin ass.

After a couple of minutes, I was able to bury my cock deep in Maria’s ass, and she gasped and moaned when she could feel my pubes brushing against her asscheeks.

“Oh my god! I feel so full!” she moaned. “This is so good!”

When Maria started to grab onto the bed sheets and pull back against me, I slowly began to pick up a little speed with my fucking. It wasn’t long before Maria was gasping and getting short of breath.

“Ohh! Ohhh!” she groaned. “Oh baby! That is so good! Fuck me! Fuck my tight ass!”

Holding her feet up in the air, I started to fuck her faster, sliding the length of my cock in her ass.

“Oh god! Oh my god, yes!” she cried. “Oh shit, I’m gonna cum! Fuck me, baby! Fuck my ass! Make me cum with your big fat cock in my ass! FUCK ME!!”

I continued fucking her ass, holding her feet back while Toni stroked her clit and slid her fingers into Maria’s pussy.

Soon, Maria cried out, “Oh yes! Oh yeah! I’m cumming! Oh my god, yes!”

I heard Toni gasp, and I looked down to Maria’s pussy. She was gushing her juices all over Toni’s fingers while her hips bounced on the bed! Maria’s ass was squeezing my cock, and her legs were shaking.

Maria’s body stiffened and shook while her nectar continued to flow, coating Toni’s hand and my cock.

“Oh my god!” she whimpered as I slowed down my pistoning. “Oh shit! That was intense!”

I pulled my cock back so that only my head remained inside her ass, and told Maria to roll over to her knees. When she was in position, without me saying anything, Toni slid on her back underneath her friend until they were in a 69.

I pushed the length of my cock back into Maria, and she yelped, as she felt Toni’s tongue start to flick and dance around her clit. Maria then buried her face into Toni’s pussy, and the two women were loving each other while I continued to fuck Maria’s ass.

I felt Toni reach up and start to massage my balls as they swung back and forth, and I knew that I wasn’t too far from reaching my peak.

I reached out and held Maria’s head in Toni’s pussy as I started to increase my speed again, and both women gasped and moaned.

I then held tight to Maria’s hips as I pounded her ass, and the sight of her asscheeks bouncing and shaking, combined with the sounds of both women moaning and whimpering soon had me ready.

Maria lifted her head from Toni’s wet pussy and moaned. “Oh shit! I’m cumming again! Oh my god!”

Toni reached down and pulled Maria’s face back to her pussy, and I felt Maria’s ass start to squeeze my cock again.

It only took a couple of seconds before I felt my balls start to surge, and I slammed my cock deep into Maria’s ass.

“Oh yes!” I bellowed as I felt my cock explode it’s load deep into Maria’s ass. “Oh damn! Yes!”

That felt so good, with Maria’s ass spasming around my cock, and the sounds from Toni reaching her orgasm vibrating up through Maria’s body, that I started to shake.

My body continued to buck and shake as I shot the last of my load into Maria, and I held tight to her body.

Finally, after a few seconds, Maria collapsed on top of Toni, and I collapsed on top of Maria. I slid my softening cock from Maria’s ass and rolled over, and Toni and Maria wrapped their arms around each other.

After a few minutes, just before we all passed out from the combination of exhaustion and pleasure, I heard Maria ask, “When does Toni get to have you in her ass?”

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