Between Friends

I glanced over to find Mandy looking over the plate. I slid up behind her with my hips directly behind her ass. Grabbing a grape and popping it into my mouth, I pulled her to me with one hand on the crook of hip and the other hand under her jaw to turn her mouth to me. She gasped lightly before I pushed the grape out from between my lips and touched hers with it. Her back once again arched as she pushed her firm ass into my erection. Our lips met as I pushed the grape further into her mouth with my tongue and her tongue sought mine. My hand slid from her neck into the front opening of her shirt and I began massaging her breast right below her collarbone. It was just enough to start the sensations and tease, but not enough for full satisfaction. Her moans that travelled from her mouth to mine indicated that I was hitting spots that she was enjoying. I let my hands drift lower. One hand was rubbing her pubic bone feeling her feminine body heat, while the other was getting into areas of thicker breast tissue. Her breaths were getting rapid. Her hips were now pumping up and down, essentially stroking my cock between her ass cheeks.

"My turn" Kelly interrupted.

I pulled my mouth off Mandy just as Kelly lunged forward into me with a slice of summer sausage between her teeth. Her move backed me against the countertop as she lifted a leg to wrap around my hip. Her summery skirt slid easily up her thigh. I glanced down to see the tanned expanse of smooth skin. My hand sought that skin immediately and caressed down its length but failed to encounter a panty hem. Her tongue was now battling with mine, moaning, with both her hands gripping my neck and shoulders for support. My other hand had found the free cheek of her ass and was squeezing and pulling at it. I finally found the string of her thong wedged deeply in her ass and gave it a tug. This produced a high-pitched squeal from her. I ran my finger along the thong string lower and found what I was looking for - a soaked pair of panties. Right as I pulled the thong to the side to give easy access to her dripping lips, she pulled her mouth away from mine to gasp for air.

Mandy had immediately pulled Kelly's head to the side and began feeding her a slice of apple while Kelly was still wrapped around me. With one hand keeping Kelly's long firm thign wrapped around me, I began to slide the fingers of my other hand back and forth over her slippery exposed lips. Her hips started undulating from the start and her deep moans went up an octave or two. Mandy had reached round with her free hand and was grinding her palm into Kelly's breasts. After she mauled each one, Mandy began pulling up Kelly's shirt from the bottom hem. Kelly raised her arms to assist, and when they came down, she put one hand behind Mandy's head to hold her in place while they deep kissed. The other came to rest on the top of my pants. As she fumbled about for my zipper, my fingers found Kelly's clit and began rubbing it while Mandy found the front clasp on Kelly's bra to set her swollen mounds free. With my rigid manhood firmly grasped in her hand, Kelly began squeezing and caressing along its length. Her hands were doing amazing things to me, especially the tip where she would twist it softly. Mandy was varying the manipulations of Kelly's tits - from rough groping to twisting the nipples to strumming her fingers across the tips, and back again.

Kelly broke away from both of us by suddenly spinning around. Glaring at Mandy, she commanded, "Feed me."

Mandy walked over to the tray to pick up another morsel. You could easily see she was breathing hard from arousal.

Kelly snapped her hands up underneath her skirt and proceeded to forcefully yank down her thong. Turning to me over her should while still bent over, she growled, "Take off your pants, you're gonna get messy."

She then flipped her skirt up over her back and widened her stance. My pants were resting on my ankles in a flash just in time for her to reach back as she straightened up and grabbed my cock. Shuffling back towards me, she angled my rod down as she stretched up on her high-heeled toes and straddled me on her juicy labia.

Kelly sighed deeply and began to rock herself against me, sliding her lips along my shaft. My hips began quivering spasmodically from the sensations.

"Whatever you do", she said huskily, "don't move."

Mandy came over with the cracker between her teeth and smiling naughtily. When she got within arm's reach, Kelly stopped her with her hand to Mandy's breast. Grabbing her by the collar, she starting unbuttoning Mandy's shirt rapidly. My hands that started at Kelly's muscled hips rose up and began massaging her upturned breasts. With all the buttons undone, Kelly yanked the shirt down off Mandy's shoulders and reached behind her to undo the bra. Looking over Kelly's shoulder, I got my first gaze at Mandy's womanly chest. With eraser-thick nipples that still pointed skyward, the areolaes crinkled tightly around the rouge points like a monument to the shrine of her breasts. The droop of her breasts was not the kind that pointed downward but rather rounded at the bottom that gave her a ripe appearance. With the right bra, should could sport staggering amounts of cleavage. Her dark hard nipples protruded in mesmerizing fashion; a good full inch or two from her mounds. The difference in breasts between these two women was night and day: Mandy was dark complected with almost brown nipples, Kelly was much paler with pink girlish tips; Mandy was a full D cup, Kelly was a small C; Mandy's nipples were long and thick, Kelly's were pebble-like that barely rose from the breast; Mandy's breast shape was full, round and low, while Kelly's were high, firm, and almost streamlined; Kelly seemed to enjoy nipple play immensely, while Mandy responded better to deep tissue massages.

Kelly took the cracker from Mandy's lips and locked mouths with her. With one hand behind Kelly's head to hold her in place, Mandy ran her other hand lightly down Kelly's back, across my torso, and then took a firm grip on Kelly's quivering ass cheek and squeezed. Kelly let out a quick growl between her rhythmic moans. Mandy then brought her hand to the front out of my field of view. A moment later, I felt a hand run along the bottom of my shaft and then press upwards. I gasped at the increased friction of my phallus against Kelly's slit as well as knowing Mandy was holding my cock. Kelly let out a muffled squeal at the same time. Looking at Mandy, I saw she was staring back at me, eyes burning with lust. I could see Kelly increase the tempo of her ministrations on Mandy's free-hanging breasts. Kelly then broke away from Mandy's mouth to gasp for air through gritted teeth, never breaking the rhythm of her hips sliding back and forth over my throbbing erection. Over her shoulder, I could see she was fervently undoing Mandy's jeans. When she had the zipper down, she shoved one hand down the front of Mandy's panties while the other hand continued to work her jeans and underwear off her hips and butt. Mandy lifted her legs to not only toss off her high heels, but her pants as well. I took my time appraising her completely nude form.

She had a very slight pooch to her lower belly, but nothing that appeared like she had birthed four children. She had slim hips, but her waist was still slimmer giving her a slight curve. Except for the generous breasts that swung when she bent to throw away her pants and the C-section scar, she had the body of a teenager. Her thighs and calves were slim with a gentle curve; opposite of Kelly that had visible muscle definition in her thighs and calves. While Mandy's body exuded sensuality, Kelly's declared raw rough sexuality.

Kelly reached around behind her as she lifted a leg up to the rear, nearly bringing her heel to the level of the countertop I still rested against. Mesmerized by how her ass muscle flexed, she lined up the crown of my cock with her opening and sank back. I was instantly sheathed in her hot center. I realized that the stroking of my cock against her labia had desensitized me, and I felt slightly numb to her warm wet tunnel. Bringing her leg down, I ceased the punishment of her nipples and grabbed her by her hips. Starting to stroke myself in and out of her out of instinct, I felt Kelly fling her arms back and grab my ass.

"Nuh uh," she hissed, "I said don't move."

Looking intently in my eyes, I then felt her pussy walls flex and squeeze around me, massaging my shaft. I understood then what she wanted. She just wanted the sensation of being filled. I was to turn my attentions elsewhere.

Turning back to Mandy, she beckoned her forward with her wet finger. Once she was within a breath of Kelly, I saw her head dip down to Mandy's chest. Mandy's eyes fluttered closed and her head tilted back. She brought her hands up to run her fingers through Kelly's hair and pull her closer as she nursed her. Mandy's body started to rock before I noticed that Kelly's hands were busy stimulating Mandy. She had one in the front alternately rubbing her clit and then plunging her fingers deep inside, while the other hand was working its way up Mandy's anal cavity.

With my eyes fixed on Mandy's facial expressions, I returned one hand to Kelly's breasts and ran the other over her hip and down onto her clitoris. Once there, I started to rapidly rub it back and forth, but then switched to rolling it between my finger and thumb like a nipple. When Kelly's tits had sufficient time, I decided to give Kelly was she was giving. I brought my free hand between us, lubricated it on her generous pussy secretions, and then started working my thumb into her winking pink rosebud. This brought another low growl out of Kelly that then caused her to up her tempo on all she was performing on Mandy. Mandy was now up on the balls of her feet and was biting her bottom lip, no doubt sensing an oncoming orgasm about to tear through her. Kelly was panting rapidly between sucks of each of Mandy's distended nipples. Her ass began rocking side to side, causing the head of my cock to bump into highly pleasurable spots inside her. Sensing a crescendo, I began working my thumb rapidly in and out of her ass while my finger became a blur on her clit. I could feel my own orgasm churning within my loins from the grasp that Kelly's pussy had on my shaft.

Mandy then grabbed Kelly's head, planted her mouth on her lips, and blew her wailing orgasm into Kelly as they tongue-kissed. Kelly's arms were working furiously as Mandy peaked with beads of sweat forming on her forehead and covering her breasts. Breaking herself free with a shove, Mandy stumbled back to the small loveseat across the room and fell in a heap onto the cushion. With her knees pulled to her chest - mashing her breasts to the sides - she sat with her body quivering and shaking.

Kelly now focused on her own sweet release, began wildly turning her hips in circles, causing my shaft to ream out her vaginal walls. She had reached back with her left hand to get a firm grip of my ass for stability and moved my hand off her crotch with the other and resuming working her clit over. With both hands free, I got two handfuls of tit and proceeded to twist her pink tips with wild abandon. In less than a minute, Kelly began thrashing her head around with angry moans. With her hips bucking across my groin, I could hold out no longer. Grabbing her hips on both sides, I pulled into her as deep as possible as ejaculated so forcefully it bordered on painful. In my throes, the thrust of my hips was lifting Kelly off her feet. Both shoes had slipped off and she was basically squatted onto my groin, feet braced on the tops of my knees, riding me like a bucking bronco. Her eyes were squeezed shut and teeth clenched. Mandy rolled over to witness our brutal ending together. She was gently squeezing her breasts as she watched and had spread her knees out to get a better view.

Kelly howled her release seconds before my maniacal thrusting came to a halt. My forceful ejaculation bordered on painful. I let go of Kelly as she stepped down to her own feet. She was bent with one hand supporting her on a knee and the other hand cupping her mound. I could see her back rising and falling as she struggled to catch her breath. She finally stood after a second or two, hand between legs, as she tried to walk it off.

"Shhhhhh-it!" she hissed. "That was a delicious cum."

Throwing her shirt back over her flushed breasts, she mumbled, "I've GOT to have a smoke after that one. Be right back."

It occcured to me that she was going to exit the office, walk down the hall, ride the elevator down 4 floors, and step outside in only a summer skirt and T-shirt with no underwear or shoes on. The fact that she didnt have a bra on would have been impossible to miss. I shook my head in disbelief.

With my now-limp cock wetly dangling between my thighs, I walked over to Mandy and reached out to caress her dark swollen lips. She smiled up at me through heavy-lidded eyes.

"I'm a man of my word. Your nakedness is beautiful", I spoke softly to her.

After a moment to catch the significance, she hummed in agreement. Turning my hand with fingers pointing down to her anus, I pressed my hand into the fullness of her vulva, causing her to softly purr. Squatting down with my lubricated member nearly touching the floor, I began covering her nipples and areola in soft kisses.

"I'm still sensitive...god that was great," she hissed between her teeth.

She idly brought her hand to between my legs and let the backs of her fingers drag across my length, feeling the remains of myself and Kelly all over it.

"Mmm," I hummed with her nipple between my lips. "Me too."

She looked into my eyes from between her breasts that had slipped to the sides of her chest.

"I SO need you to slip that gorgeous cock in me and fuck me useless."

Flicking my tongue over the tip of her extended nipple, I chuckled, "Such language."

Mandy giggled, in that deep throaty way that's arousing. I started to massage that spot between her rosebud and her vaginal opening with my middle finger in small circles. She immediately responded by throwing back her head over the arm of the couch, pushing out with with one arm, squeezing my cock with the other, and arching her back. Her inner thighs were quivering as she gasped for air. Releasing the other breast that I had been groping, I reached between her legs, down to her puckering sphincter, and with my middle finger coated in her vaginal lubricant, began lightly slipping the tip in and out of her ass. With the other hand, I had slid my middle two fingers into her slippery folds and began strumming her G-spot with my fingertips. Her hand that was gripping my cock was now pulling it towards her. Understanding her unspoken request, I climbed onto the loveseat and lowered my cock to her mouth without missing a beat on stroking her womanhood. At first, I was disappointed in the lackluster blowjob she was performing until I realized that she wasn't seeking to get me off. She was simply using my cock as a noise muffler while enjoying the sensation of having something warm and hard stuffed in her mouth. Her repeated moans that vibrated my cock were not unpleasant, however. I used the opportunity to lightly move my hips in order to stroke myself in and out of her mouth and across her tongue. Bending down, with both hands still working away between her legs, I ran my tongue over the top of her clitoral hood. Once she was accustomed to this stimulus, I sucked her nub out of the hood and began flicking my tongue against it. Her moans quickly escalated to muffled howls.

"Shit."

I glanced up to see that Kelly had walked back into the break room to find Mandy and I locked into our 69 position and Mandy in the throes of an orgasmic seizure. She had a bemused smile and a glint in her eye.

"Punish her pussy...", she affirmed with arms crossed. "She's been needing it for a long time."

Hearing that encouragement, I pushed my middle finger in to the knuckle up her ass. At the same time, I alternating pressing on her G-spot with the rapid strumming. This new rhythm got her hips twisting and thrashing, making it almost impossible to maintain my minstrations. In no time, her thighs clamped down on my head as her stomach muscles rippled in waves. Spasms rocked her whole body and I felt her trying to swallow my entire erection down her through as she fought to catch her breath through her nose. She would wheeze in through her nose and groan loudly out her throat.

Slipping my finger out of her ass, I lifted myself off her and removed my cock slowly from her mouth, replacing it with my mouth as I kissed her deeply.

"Hey!"

Looking over, I saw Kelly bent over the arm of the loveseat with her skirt flipped up and her ass turned out, displaying the red marks from earlier.

"Why don't you finish up here?", she smirked.

I kissed Mandy one more time.

"Thank you", she gasped, out of breath.

I replied with a smile.

Following my bouncing erection, I stepped up behind Kelly and spread her ass. Her spincter was winking at me and her abused lips were drooling semen.

"Get it good and slippery and then fill me up" she said saucily, pointing over her hip at her rosy asshole.

Four to five solid strokes later, I was pushing the crown past her sphincter ring and into the harsh tightness of her anal cavity.

"Mmm...GAWD!" she moaned. "That feels fucking yummy."

Once I bottomed out in her, she started humping her hips back at me. I could tell by the sensation building within my loins, I only had about a dozen more strokes left before my nuts released. The visual sensations were overwhelming.

Kelly had a phenomenally hot ass with a tanline that dipped into her crack from wearing a thong. Her densely muscled rump and thighs rippled erotically with each stroke. She had just the right amount of tone to still look feminine, but incredibly fit. Gazing over, Mandy had none of the muscular definition of Kelly, but had that soft feminine quality with slim, smooth lines. She had her head turned to the side and was caressing herself not only on her breasts, but lightly between her thighs. Her slowly writhing movements were sensous and sexy to watch as she basked in the post-orgasmic glow. Her eyelids would flutter and her breaths continued to come out as raspy. Both sets of lips were swollen and red from taking the invasion of my manhood into her body. Her legs were slowly scissoring as she rubbed her thighs together, with her left hand still tucked between them. Even though my cock was completely buried in Kelly's firm ass, it longed to be inside Mandy.

Kelly had looked over her shoulder and noticed me voyeuristically watching Mandy's movements.

"I know you want to fuck her, baby. You want her bad, don't you?"

I nodded my head, eyes fixed on the willowy feminine form pleasuring herself in the aftershocks of her orgasm.

"Look at me."

I turned my eyes to Kelly, seeing burning intensity in her look.

"I love how you want her but still respect her. You don't put her in jeopardy but only want to pleasure her. That turns me on so fucking much.

"Mandy hasn't said anything to me, but I can read what's going on between you two. Here's the deal..."

She looked over at Mandy, smiled, and licked her lips. I was still slowly pumping away at her ass. Beads of sweat were beginning to run down her crevassed back. Kelly's hair had gotten wet and was starting to stick to the sides of her face. It gave her a feral look.

"I love to cum, and I like to get off, a lot. Mandy loves to get off as well, but it's not really built into her current marriage. You keep her happy when she gets horny, make her feel sexy, and keep the husband in the dark, and you can fill me up in what ever hole makes you happy, stud. That work for you?"