A New Pleasure

Haley stood up on her knees, leaned back into me, and used both arms crossed to pull her shirt up over her head and tossed it aside, revealing a gorgeous chest with one nipple pierced. She seemed to take it off in a way meant to turn Michelle on, and from the glazed look in her eyes, it worked. Michelle sat up and reached for her own top, but Haley reached faster and pulled it up over her head and tossed it aside as well.

A couple of hoots and cheers of appreciation rained down from a distant balcony in the same hotel. We all looked at each other for a reaction. Haley spoke first.

"I just don't care if anyone sees..."

"Sometimes we really get off on knowing we're being watched when we play," I replied.

Haley returned to Michelle's neck, this time also taking one of Michelle's breasts in her hand. I leaned in and took Michelle's mouth in mine, while one hand roamed across Haley's back and settled on one of her breasts. This lasted for a while, and my cock was getting so hard it was getting uncomfortable in my clothes. Haley turned and looked at me and asked if I could help her out of the rest of her clothes, as she playfully shook her ass. I reached down and unzipped the side of her skirt, and it fell to the floor. I hooked the sides of her thong and slid it down to her knees until she shifted to allow me to take them off. They were sopping wet.

Michelle then asked Haley, "Will you help *me* out of the rest of *my* clothes?"

The two girls stood up, and Haley slowly slid Michelle's skirt down her legs, her head following the skirt but keeping their eyes locked. Haley stood back up and the two embraced again, bodies pressed together and hands roaming everywhere. I was enjoying the show when Michelle said,

"There's someone here wearing too many clothes."

"Attack?"

"Attack."

They turned and grabbed me, and before I knew what hit me they had pushed me back into the room, and I landed on my back on the bed. They quickly peeled my clothes off, my cock springing free.

"Wow, that's quite a tool," Haley said as she gently held it.

"There's plenty to share," Michelle said.

They both made a move for my cock, and their lips met with my cock between them. They were quite a sight: looking down at two incredibly sexy women, both of whom had their lips wrapped around me. That is, until Haley licked her way up my shaft, then swallowed it down her throat. She took her time, holding the base, slurping up and down. Sometimes she'd twist her head, swirling her tongue. Michelle slipped her head down and was gently taking my balls in her mouth, just pulling on them enough. That both stayed so focused while my hips started moving was rather admirable. I ran my hands through their hair, enjoying the sexy sounds of slurping and sucking.

Michelle eventually slid up my body and softly spoke in my ear,

"God, this is so fucking hot..."

She was absentmindedly playing with her pussy while she spoke.

"Do you want to taste her pussy? Haley, do you want Matt to lick and suck your cunt?"

I knew Michelle only spoke dirty like that when she was really turned on. Haley stayed sucking my cock, but swung her hips over my face and pressed her pussy down onto my face. At first she just rubbed her shaved muff up and down my face, tilting her hips back and forth. She was so wet, she just coated my face in her juice. Eventually I stuck my tongue out, causing Haley to move around less but press her pussy to my face harder. I couldn't even get fingers up to spread her lips, I could only grab onto her ass and work my tongue. Michelle moved down to alternate her hands between Haley's nipples, my cock and balls, and her own pussy,

Haley tasted incredible -- different from Michelle, but still quite sweet. Her juice poured down my throat and down my face as I ate her out. Our moans were muffled, but Michelle was saying all sorts of different things -- suck that cock, does her pussy taste good, come all over his face, flood his mouth...

Haley lifted her head off my cock and was moaning fairly uncontrollably. Michelle got close to her.

"Are you going to cum, Haley? Are you going to cum all over his face?"

Haley nodded her head yes, and leaned back harder onto my face and up on her hands. This allowed Michelle to crawl between my legs and get at Haley's eye level and play with her tits. Haley's sounds were getting louder and more erratic, until she paused a quick moment, pressed her pussy down hard on my face, and let out a guttural howl:

"AAAAAAAAAAWWWWWWWWWWWW!!"

I got a good hold on her ass and held her down on my face as she not only cum on my face, but squirted on my face. I kept lapping and licking, getting lost in the wetness and sea of sounds. Haley's hips jerked against my face for a long time, eventually slowing and relaxing. I slowed my tongue with her, until I was caressing her more than anything. She rolled off and flopped onto her back next to me, with a big grin on her face. She didn't say anything, but just reached out to stroke my hair.

I turned to see Michelle on her knees in front of me, one hand rubbing her pussy. She didn't say anything, but locked eyes with me, moved forward on her knees until her pussy was above my cock, and spread her lips open. She held that for a moment, looking at me, then her pussy, then me, before grabbing my cock with her other hand and guiding it as she sank down on me. She kept her body upright, her weight on her knees, as she slowly and deeply fucked me. She lowered herself fully, until I felt her lips on my balls, then lifted up until my head was just at her lips, then back down.

Haley wrapped an arm around me and pulled herself tight to me. The feeling of two strong, energetic women was fantastic. I just let myself relax and enjoy the pleasure. Haley reached her other hand up to play with Michelle's nipples. This didn't go on for more than a few seconds before Michelle's eyes closed.

"Yes, yes, don't stop, you're making me coooooommmmmeeeee...."

Michelle wasn't terribly loud, but very intense. Her pussy clamped onto my cock so forcefully it has difficult for Michelle to keep riding me, but she was just wet enough that she could. After a moment I felt Michelle's pussy cum on my cock, one long, steady orgasm. Michelle's eyes were shut, and as the orgasm washed over her I noticed her body sway a little, like she wasn't in full control of herself. I reached up and held her shoulder with one hand, the small of her back with the other.

After she came down, and opened her eyes again, she crumpled in a heap on top of Haley and I. We lay there for a spell, all of us coming down a bit, stroking and touching each other. Michelle was the first to speak.

"I'm going to need more of that, and for you to take control," she said to me.

"Twist my arm, why don't you..." I smiled. "Why don't you lean back into Haley, and I'll do the rest."

The women got into position: Haley leaning against the headboard, and Michelle spooning in the same position. They wrapped their legs together, spreading Michelle open to me. Haley reached down and lightly rubbed Michelle, eliciting a soft moan of contentment. Haley then spread Michelle's lips, and looked up at me like I needed to get to work.

I bent down and dipped my tongue inside my girlfriend, tasting her thick juice. Michelle reached her hands onto my head, pulling me in tight. She knew this was one of my favorite things, and it really turned me on. It was difficult to breathe, but I was so focused on her pussy it didn't matter...until I got up to fuck her.

I wrapped my arms around Michelle's legs and slid my cock inside her. I wasn't fucking her as slow as she was me: I started firm, becoming faster and harder.

"Yeah, that's it Matt, take me, use me, use me as your little fuck toy," Michelle said.

Haley reached down and took Michelle's calves, holding her legs back and spread open. This left my hands free, to put on the headboard for better leverage to pound Michelle.

"Give it to her, that's how she wants it, pound her into me, " Haley said, "Make me feel it..."

Michelle's hands grabbed my ass, urging me to fuck her harder. I began fucking her almost as hard as I could. The sound of our hips slapping together echoed through the room, as did the moans of Michelle and myself, and Haley's words urging us on.

Michelle's moans didn't change, but rather she began moaning that she was coming. I didn't stop, I just kept going. I did lean down to kiss her, deeply and passionately and a bit messy, feeling her waves begin to flood my mouth, and as I released the kiss her noise filled the room. Her pussy re-lubricated, changing the feeling for both of us. This helped maintain pleasure as I kept up the pace.

A bead of sweat dripped from my body onto Michelle. Haley released Michelle's legs onto my shoulders, freeing her hands. She squeezed and kneaded Michelle's tits, and Michelle brought her hands over Haley's as a sign of approval. Haley moved one hand down her stomach and wrapped around the base of my cock, giving me more to fuck. She held her hand there for a moment, then began playing with Michelle's clit.

"Fuck yes, that's so good, fuck yes, unnnggggghhhh..."

Another orgasm washed over Michelle, under Haley's hand and my cock. Her hips bucked against me as wave after wave washed over Michelle. Her words now were incoherent. I slowed my strokes into her a little bit, but kept riding her as she kept cumming. When she did begin coming down, she gently held her hand to my stomach, motioning me to slow down. I gradually slowed to a slow pace, until she opened her eyes and looked up at me.

"Matt, you are an incredible lover. I need you to fuck me slowly for a moment, but then do whatever you need to do to cum inside me," Michelle said.

"Fuck yeah," Haley whispered.

Michelle smiled at me at that comment, and I smiled at Haley.

"Smile all you want, Haley, but you're next," I said.

Haley just reached out and began playing with one of my nipples --something Michelle knew was a surefire way to make me cum. Michelle reached up and played with my other nipple.

"I want you to cum, Matt, cum inside me. Use me. Fuck me. I want to feel your cum dripping out of my cunt," Michelle said.

I didn't need anymore encouragement. I fucked her faster and harder, but not like before. The way the women were playing with my nipples, rolling them between their fingers, pinching and pulling, even sucking on them, made sure I wouldn't last too long. I found a good pace and kept to it. I was sliding inside Michelle at just the right angle, seemingly arousing every nerve ending on my cock. My mouth opened, but I couldn't form any words. I was looking down at Michelle, who had a very sexy smile as she kept talking me through, urging me to cum. That's when I began to see stars. I felt one hand from each woman on a shoulder for balance. Grunts and groans escaped my mouth, increasing in intensity until I thrashed a bit and released inside Michelle.

"Yes Matt, yes Matt, yes, yes, so good, so good," Michelle moaned.

I kept releasing jet after jet of my cum inside her. I normally don't prefer to cum inside a woman, but this was incredible. Just when I thought I was finished, I felt some of my cum lube my cock. It was a different feeling from Michelle's pussy juice, and it squeezed more cum out of me. I slowed down until I just held my cock fully inside Michelle. I was borderline ready to pass out, but a few squeezes of my cock by Michelle's pussy brought me back. She and I moved our legs so I was still inside her, still hard, but we could wrap our arms around each other, hold each other tight, and engage in a slow, deep, wet kiss.

Haley wiggled out from behind Michelle, and after our kiss broke got right into my face.

"I'm your fuck toy too, Matt. Fuck me however you want, however long you want; and cum whenever you want, and where ever you want." She bent down and swallowed my cock in one move, sucking my cum and Michelle's juice clean off it. Then she turned to Michelle, and reached down with a finger to her pussy. She scooped up some of my cum that was just beginning to drip from her pussy and brought it to her mouth.

"And I want to suck his cum out of you."

Michelle leaned back a bit and spread her legs. Haley dove for her pussy, on all fours, pointing her ass in the air at me. Haley's pussy was glistening, with juice down her thighs. Michelle grabbed her hair and controlled how Haley sucked her pussy.

"Fuck her, Matt, fuck her into me."

I teased Haley a bit, slapping my cock against her pussy, and rubbing my head against her wet lips. Haley whimpered and found herself caught between trying to lean back to take my cock, or lean forward and keep eating Michelle. I obliged by sliding my cock forward inside her.

"You're just a cumslut, aren't you Haley?" Michelle asked. "My cum, Matt's cum, lick it all up. Lick me, bitch!"

I grabbed Haley's hips and thrust into her, finding a good rhythm. Michelle kept cooing and smiling up at me, approving of the action. I reveled in the difference in fucking Haley's pussy. Not better or worse than my girlfriend's, just different.

I alternated how I fucked Haley a little more. Slower, faster, harder, softer, short strokes, long strokes. At one point, Michelle pulled on Haley's hair, pulling her off her pussy, and said, "Fuck back against him, show him how you like it." I would lean back, hips out, watching her firm ass back into me. Michelle smiled up at me mischievously, watching the action for a while, before pulling Haley back onto her pussy.

A while later Michelle did this again, but Haley just shouted, "I don't care, just fuck me Matt, I'm almost there, make me cum, please make me cum!"

Michelle said, "Mmm, I want to feel her cum...where do you think you'll cum, Matt?"

"After she cums, I'm going to pull out and cum on her face, down her throat."

Haley's moans went up an octave after I said that. Her hand moved toward her pussy, but Michelle said 'I'll take care of that' and began rubbing Haley's clit. I grabbed Haley's hips and began pounding her hard, both to make her cum and to get me right to the edge.

Haley quickly let out a series of long moans, and her pussy gripped my cock in one tight, steady squeeze as she came. I pulled on her hair, arching her back a bit, as Michelle toyed with her clit and squeezed her tit. Her orgasm lasted a long while -- she came fewer times than Michelle, but each time lasted longer. When she began to subside, she slid forward off my cock, and kissed me very deeply and passionately.

"I really needed that -- you are one good fuck," she said, then kissed my cheek. Being so close, she then whispered in my ear, "Now cover my face with your cum."

Haley climbed off the bed and got on her knees on the floor. "Right here," she said, pointing at her mouth while rubbing her pussy. I moved to stand over her. Michelle moved and held Haley's hair back, and Haley opened her mouth and kept licking her lips. I stroked my cock for a moment before exploding all over Haley, on her cheek, her chin, her neck, but most went right into her mouth. When I slowed my stroking she popped her mouth onto my shaft and grabbed the base with her hand, swirling her tongue and licking me clean.

Michelle leaned in to lick up the cum that didn't get in Haley's mouth. They then engaged in a kiss, swapping my cum back and forth, with some spilling back onto their tits, and eventually they let all of it fall from their mouths. I leaned in to kiss each of them and clean up what was left.

We collapsed in a heap on top of each other on the bed. We slowly touched and caressed each other, and I noticed we all had big smiles on our faces. We didn't say anything but just enjoyed each other and what we had just done. Soon we drifted to sleep, a breeze wafting in from the patio window that was cracked open.

After a while, I awoke and slid off the bed, the women still napping. I went into the bathroom to clean up for a moment. My movements must have woken them up, for I returned to the sight of the two girls sitting next to each other, leaning back on the headboard, legs spread open and crossed over each other, hands gently massaging each other, lips locked in a deep, slow kiss. I felt my cock twitch and grow. And to think I always liked middle of the night sex best...