And Lynn Makes Three

Before me was Lynn's spread, pink, trimmed pussy. The black curls had an aroma of excitement. I shifted my body and slid my feet to the floor laying the rest of my upper body prone on the bed between her legs. With my hands, I palmed her thighs and traced a wide path up to her pussy lips. My thumbs splayed her a bit more and probed the edges looking for her clitoris. My tongue then went to work.

"God! I can't remember how long it has been since a man did that to me," she panted between kisses with Kate. My first thought was that she was referring to a new preference toward women or that it really had been a long time since a man went down on her. Kate might have had the same thought and stopped briefly to watch me. My eyes darted up and she smiled. Then she started to suck on one of Lynn's tiny breasts. Lynn, all the while continued to fondle Kate's large breasts and I kept my tongue working on overdrive. She squirmed under my tongue.

After a while, Kate pulled up and sat back. Lynn's hands fell to the bed with the subtle thump and her head rolled around on the pillow. She made unusual moaning noises. Kate interrupted the moment by asking, "Josh, are you hard enough to fuck yet?"

I pulled up off Lynn's pussy. My lips and cheeks were wet. "Abso-fuckin'-lutely!"

"Then get up here and fuck her good," Kate instructed. She was breathing hard. "I wanna' watch you two for a bit."

I did as I was told and crawled like an animal over and above Lynn's body. She was almost whimpering with anticipation. She smiled, however. Her little tits were pointed and rather swollen. I rose up on my knees and grabbed my thick, engorged, and rock hard penis in my fist. I took the head and teased it up and down on Lynn's slick pussy. Her knees came up slightly and she dug her heals into the bed in anticipation. Her hands roamed her sensitive tits.

"Fuck her," commanded Kate. "Fuck her good."

I complied and pushed the head of my penis just in. I moved my hips back and forth a bit, only allowing an inch or so. Lynn bit her lip. I flopped my hands down on the bed in preparation for a serious pounding. I pushed a bit further inside her pussy. She was very tight and I felt completely enveloped. After a couple of kids, Kate was nowhere near this tight. Plus, Lynn always joked about using a ThighMaster machine at home when she watched t.v. I couldn't help but think it made things, well, tighter.

I pushed further in and back out, only allowing another inch to venture in further with each stroke. After a few more pushes, I could tell she was now used to me and had loosened up just enough.

"You ready to rock?" I said in all seriousness. Kate giggled at my statement.

Lynn chuckled, "Rock me, baby!"

And I started to thrust with all my might. My hips went back and forth. Occasionally, I'd throw in a little swivel to which she'd squeal under her breath.

As we fucked hard, Kate flipped down on the bed and wedged her head down for a closer look at the action. Her hand started on my ass, but she needed it for support as she frigged herself with the other. Her head tried to wriggle around to get a close-up view of my cock in Lynn's pussy. So, I repositioned myself up on my knees. In doing so, my cock accidentally popped out. Without missing a beat Kate grabbed hold of it, licked the juices from my cock, and gave my penis a couple of bobs into her mouth as deep as she could go.

She unwrapped her lips from around my member, quickly pulled her head up, and re-aimed my penis back to Lynn's target cooing, "Lynn, you taste soooo good." There was little reaction from Lynn, save for a roll of her head on the pillow, as I entered her again pushing nearly all the way into her tightness. Her eyes remained closed. She was breathing hard. Her fingers splayed wide and flat on the bed sheet.

We got back into a hard rhythm again. Lynn started moving her hips. It didn't take long. Lynn started a series of moans. Her head now rocked back and forth. Her fingers grabbed some of the sheet into her fists for leverage. Kate moved up to her chest and started kissing and rubbing Lynn's tiny breasts.

"Come on, girl. Let yourself go," Kate purred into her ear as she tongued an earlobe.

"Mmm Hmmmm," Lynn squealed in reply. She came hard as I continued my onslaught on her pussy. She breathed quickly and moaned, "Yesss!" as she came. I was getting closer, too, but still had a ways to go before I could cum.

As she came down from her orgasm she put her hands on my chest, "Josh, I need you to stop for a minute, please," she pleaded. "Stop. I need to catch my breath. I'm sorry. I'm sorry."

I stopped and pulled out saying, "It's o.k. We have plenty of time and I'm still a ways off." I kneeled back on my heels to admire her ecstatic state.

Kate smiled at me. She laid her head down next to Lynn's, leaving a hand on her chest to feel Lynn's thumping heart. "Wow. Your heart is going a million miles a minute."

Lynn took another deep breath. "Amazing," she said simply.

Kate kissed her on the cheek and turned to me, "I'm going to get us some wine. We'll take a break and then I have an idea." She slid off the far side of the bed walked into the living room.

I glanced down at a smiling, very satisfied lady. I joined her at her side. "You o.k.?" I asked. I was still a bit concerned about our relationship and what sex might do to it after all these years.

"Oh, yeah!" she said enthusiastically. "I've never been better. I've wanted you to do that for years." She paused. "How are you? You o.k.? You didn't come even."

"I'm good," I stated casually. I tried to remain cool. "I've got a lot left in me. I'm blessed with stamina." I placed a hand on her very flat stomach and rubbed slow circles from the bottom of her ribs to the points of her pelvic bones.

Kate walked back in balancing three glasses together. I took the precarious glass from the tips of her fingers. "Thanks," I said. Lynn lethargically upped herself and sat with her back slouched against the headboard. I handed her my glass and took the other one from Kate, who had sat down on the edge of the bed next to me.

"So, you two, I know what position we should do next, 'kay?!" she asked. It wasn't really a question. "As soon as you are ready of course." We all chuckled and sipped some wine.

"I am now regretting that I never took the chance and seduced him years ago," Lynn admitted to Kate. She sipped again looking for a response over the rim of her glass.

Kate replied, "No worries." She smiled. "Ready for more?" Kate couldn't wait. She needed to come, I figured. So did I, actually. I leaned over and set what was left of my wine on the nightstand. The girls followed my lead.

Kate took charge, "Josh. Lie down in the middle." Lynn shifted over for me and I placed my head on the pillow left dented from Lynn's head. Kate straddled my middle and rubbed her wet pussy on my hardening penis. It started to come back to life. Kate pointed for Lynn, "You go there." She pointed to my face.

The next thing I know, Lynn was lowering her slender 120 some pounds down onto my waiting tongue. My hands supported her and spread her ass wide. My nose sort of slipped into her vagina while my tongue played hard on her clit. Kate, at the same time, slid my penis into familiar territory. She started that motion she does where she takes me all the way and grinds her clit into me at the base. Then she takes a few minutes to bounce up and down. Then she repeats her grinding. It took a few minutes for us all to find our rhythm. But eventually, the three of us became one unified sex machine with the girls obviously on top of me: kissing, fondling, sucking, and playing. I soon understood that I couldn't focus on pleasing Kate. When I did that, I lost the motion with Lynn on my tongue and nose. Besides, when I focused on Lynn, she would then moan and do something for Kate who would then return the favor with me. It was quite an amazing trigger of events.

We continued this way for quite some time. I never get tired of eating pussy. As long as I could breath, I was one happy man. And I was about to come. I put my tongue in over drive. That caused the reaction from Lynn, which in turn, made Kate go faster on my cock. Lynn began to shake with an orgasm on my face. I noticed quite a bit juice as it slipped down my cheeks. Her orgasm must have caused Kate to cum, too. Things got much wetter around my penis. And I exploded deep within my wife as at that time she was grinding her bud into my pelvic bone. It was like a chain reaction that elicited simultaneous moans of pleasure from all of us.

Now, I had to breath. I was drowning in Lynn's wet pussy. I pushed her off of me and she fell sideways onto the bed with a satisfied sigh. Kate was still grinding and immediately fell to her elbows and kissed and licked up all the juices left on my face from Lynn. "Mmmnn, you taste good, girl," Kate cooed. Lynn silently sprawled next to us lazily watching Kate lick my face. My hand rested at the crook of her knee.

"What time is it?" Lynn asked breaking the mood to inquire about the outside world. Her hand touched mine.

"Who cares!" replied Kate. "It's Vegas! Besides, all we are going to do tomorrow is hit the spa and lounge around the pool. We'll sleep on the lounge chairs, right?" Kate kissed my chin and slid herself off my softening cock.

"Holly shit, it's almost 4 in the morning," Lynn reinforced having stretched enough to see the numbers on the clock. "No wonder I'm exhausted."

"Ha!" I stated for no real reason other than the fact I was proud of being able to service two women for the last three hours or so.

Knowing the sex would continue after a bit of sleep, I suggested we turn in, "I am tired, too!" I turned to Kate, the sex vixen, "We sleep now?"

"Sure!" she agreed and stepped off the bed toward the bathroom.

After brushing teeth and doing the necessary going to bed things, we all collapsed under the turned down sheet. The night started with a three-way spoon and a light sheet thrown over all of us. Kate was on the outside and the rear. I was in the middle with my cock resting wonderfully against Lynn's ass. Obviously, the spoon didn't last long as Kate doesn't cuddle well and flopped back on her back. However, I stayed holding on to or simply touching Lynn in some way for most of the night.

At some point, I could no longer even pretend to sleep. My mind spun with the events of the last 12 hours. Lynn had turned onto her stomach with her face facing away from me toward the window. Kate was in a fetal position behind me, hugging an extra pillow as she does nearly every night. I placed a hand on the small of Lynn's back. She shifted slightly in her sleep. I didn't want to startle her. Yet, I started caressing her ass lightly, barely touching so as not to wake her up. She responded to my touch by arching her back. She easily communicated more action. My cock was nearly hard enough to fuck again.

"What can I do for you?" I whispered into her ear.

She turned her head on the pillow to look at me. With some slivers bouncing off the mirrors, I could see her smile. She whispered back, "Fuck me again. I want, no, need you inside me."

"How?" I inquired.

Staying on her stomach she just spread her legs. Her knee bumped into mine. I could see her smile. "Like that!" She pointed with her thumb over her shoulder.

I quietly flipped the sheet off of us. I glanced toward Kate. She was still scrunched up with her pillow and snoring slightly. But, I wasn't really worried about waking her. Obviously, she could join in if she wanted.

I moved stealth-like off the end of the bed. I turned toward her, leaned in, and slid an upturned hand along the sheet toward Lynn's slightly elevated ass. There was a deep, dark void below her. I put my upturned hand and forearm all the way under her and palmed her taught belly. I dragged it back with my middle finger stopping to play with her belly button for split second provoking a quick, guttural acknowledgement. I continued the path back out through her pubic hair. I stopped. I poked a couple of fingers back up into the darkness and raked my fingernails through her mound. My thumb dragged up and caught wet flesh. How could she still be that wet? Had she been playing with herself while we "slept"? It didn't really matter, as she responded to my probing thumb with a deep and steady inhale through her nose.

My cock was now rock hard and ready. I crawled up and positioned my knees on the inside of hers. I placed my hands on her hips and pulled her ass up a bit to be on a more even level with my penis. She followed my direction silently and pivoted up in response. I took hold of my cock and aimed it for her pussy. I slid it up and down the slit in search of the entrance. I pushed in just slightly and Lynn squelched a small grunt. Over on the far side of the king sized bed Kate moved slightly from the noise.

I pushed in even farther and whispered, "You ready to wake up Kate?"

"I'm already awake," Kate snickered from the other side of the bed. "I just didn't want to ruin your moment. You two sound like your making fun."

"Then come join us," Lynn responded. She sounded like a woman needing sex. So, with my hands resting on her ass, I thrust my cock deep and as far as I could go into her pussy. She yelped a bit and moaned.

With that yelp, Kate immediately rolled over and flipped the sheet off of her naked body in a manner that made me see her as a little girl waking up on a Christmas morning. She slithered quickly over to Lynn. Lynn repositioned her head on the pillow to face Kate. And Kate snuggled close and kissed her with a hand tracing patterns made from the pointed peaks of her shoulder blades. I maintained a slow, forceful, tempo in our doggie-style fucking. I sure as hell didn't want to disturb the moment between my two women. Yet, I wanted to maintain the control of the rhythm between Lynn and me.

I watched them passionately kiss and lick each other. Lynn started her now familiar squealing into Kate's body whether it was her mouth or her breasts. Lynn was becoming animalistic and after quite a few minutes of writhing with Kate, coupled with the pounding I was giving her, Lynn grabbed the pillow from below her head and aggressively pushed it off the side of the bed. It flew half way to the window and landed in front of the nearly empty wine container.

"Sit here," Lynn hoarsely commanded to Kate while patting the empty void at the head of the bed.

"Hmmm, yes," responded Kate. She pulled her legs under her and scooted underneath Lynn's waiting head. She spread her legs wide with one of Kate's legs dangling off the side of the bed. The other pointed to the far corner of the California King. She pulled my middle pillow and stuffed it behind her back for support and leaned back on the headboard.

Lynn got noticeably wetter at that moment and head disappeared way low between my wife's thighs. Kate had a wild look on her face as we stared at each other from across the length of Lynn's long torso. Kate's left hand went to a nipple while she mashed her breasts together with her forearm. The other hand rested amongst the black curls of Lynn's head as encouragement and guidance.

The scene was nearly too much for me. The morning light was bluish and made us look like a colorized black and white porn movie. Lynn's beautiful, white ass was smooth. I traced the white highlight of a thong bikini line. Kate's breasts, illuminated in the light, too, bounced as a reaction to my fucking Lynn. I loved that. As I thrust my cock forward her body would also jerk forward. This obviously caused more pressure on Kate and I noticed she would be forced subtly back into the headboard. The headboard creaked with each group movement.

One of Lynn's hands disappeared beneath her. I could only venture she was working a few fingers into Kate's pussy along with her tongue sucking on that clit. What ever she was doing had a profound reaction from Kate as her head started to roll from side to side along the headboard. She got a bit vocal, too.

"Oh, god! Lynn. I'm .... I'mmmm ..... Hmmmm," Kate stuttered in orgasm. "Oh. Yeah. Just like that." Her hands grasped the top of the headboard above her. She brought her knees up and sort of extended her hips and pussy up farther into Lynn's face. Lynn got wetter again. She must have come, too.

After a few more minutes of this, Lynn needed to breath. She pulled her head up, "I have to turn over."

"You go girl, I'm done," Kate chuckled. "But, wow Lynn. You have an amazing tongue." And with that, she rolled over into her body pillow and watched Lynn and I finish our lovemaking.

I pulled my penis out of Lynn so she could turn over onto her back. It popped out with a squishy, vacuum sound. Lynn giggled, "You got me really juiced. Not to mention the fact I came a half-dozen times or so." Kate chuckled.

"I'm really close, but I might need a few minutes. I hope I don't hurt you," I explained. It was the truth. Sometimes it takes me so long that Kate gets raw. And that isn't fun.

"Don't worry," Lynn comforted, "you've got me so wet I'll be leaking all night."

I wanted to get off my knees. So, I grabbed her ankles and flipped her 90 degrees to the side of the bed. The bed was just about the perfect height so that I could stand and enter her. I cupped my hands above her thighs and pulled her so her ass was just about off the mattress, yet her weight stayed in the bed. Her pussy was invitingly open in the light.

I re-entered her with the tip of my penis and brought my hands up to support her legs on the underside of her knees. I pushed forcefully enough to go all the way in with one motion. Lynn took a deep breath and flopped a hand up above her head. Kate grabbed her hand and held it.

Lynn and I developed a steady rhythm together. She took her other hand and massaged her clit while I continued my pounding into her pussy. Lynn made those quiet sounds of satisfaction and Kate stroked her hair.

A few minutes later, I came hard. I thrust myself as deep as I could go and let loose. I made another couple piston movements to feel her again, but eventually just stood there with my penis buried to the hilt and let it twitched. After a moment of letting my penis rest inside her, I bent over and kissed her.

"Thank you," I said in her ear.

Lynn smiled, caressed my cheek with her hand, and answered, "You are most welcome, lover!"

Kate leaned in and kissed me on the lips, "I love you, too!"

"I love you more," I said to Kate in all honesty. At that moment, I'm not sure I could have loved anyone more than I loved Kate. The gift she had given me with Lynn was so precious.

My penis was softening inside of Lynn's pussy. So I pulled out delicately while it was still blood engorged. I stood back up and fetched Lynn's pillow. We all still needed a bit more sleep and the three of us collapsed in a pile of satisfied bodies, appendages entangled.

The next day, Saturday, was simply a spa day for the girls. After showers and some casual petting games, we left the suite for a late breakfast. I gambled a bit while they had a blast at the spa and then joined them out at the pool for some sun and sleep. Unfortunately, Lynn had to leave and head home that evening. She had pressing business early on Monday and needed Sunday at home. We tried to talk her into staying another night, sex or no sex. I so wanted a repeat of the previous night. But, Lynn was steadfast.

Kate and I walked her out to her car. We all hugged and kissed while waiting for the valet and her car.

"Thank you for the amazing night," Lynn said to Kate after a kiss that drew a few stares.

"Absolutely! Do you think we can do this again sometime?" Kate asked as the let go of each other.

The car came into view and pulled up next to us. Lynn stepped over and into my waiting arms, "What do you think, Josh! Should we become regular lovers? The three of us?"