Caroline Pt. 02 - Caroline and Tracy

Caroline and Tracy

Caroline, wife, 5'4", 115#, 34c tits, dark long hair, trimmed bush. Tracy 5'5" 120# 34d tits, trimmed bush, dark long hair.

Caroline and Tracy had been friends since the third grade. They lived across the alley from each other and were inseparable growing up. I met Caroline at the end of high school and Tracy became part of the group wherever we went. Both were petite, sexy and very fun. They were very similar looking, and people often mistook them for sisters. When we got married about three years after we met, Tracy was Caroline's maid of honor in our very small wedding.

We lead a hectic and busy life after the wedding. I was working full time and attending school at night. Caroline was attending school full time and worked some in the evenings/weekends. Tracy was also attending school full time.

Usually on a Friday or Saturday night we would go out together, sometimes the three of us or Tracy would have a date to join us. Both of the girls loved dancing and would be on the dance floor all night with or without the guys. I was always amazed at the number of girls who danced together and always loved watching them dance. Watching Tracy and Caroline rub against each other while dancing sometimes had me wondering how familiar they were with each other. I knew Caroline sometimes danced without her panties or just a thong under her dress. It appeared Tracy may have too, given her flashes from the dance floor.

On occasions, Tracy would stay the night with us, too tired and/or drunk to drive home. She would sleep in the second bedroom which was next to our bedroom. Caroline was often horny after dancing, drinking and rubbing on Tracy. After saying good night to Tracy, we would fall into bed naked (the way we always slept) and start fucking. Since our bed was right next to the wall to the adjoining bedroom, I know Tracy could hear us and often thought of her on the other side listening, what was she doing?

Tracy and Caroline were fairly casual around the apartment. It was not unusual to see them both in their bra and panties or a short robe as they ran around getting ready to go out. I had gotten the occasional peek at Tracy when she stayed over, some incidental to being in close quarters, some deliberate on her part, I think.

One evening when they were getting ready, Tracy came down the hall from the guest shower to her room in just a towel that did not really cover her. I could see her coming down the hall from the living room. As she neared the door to the bedroom, she let the towel unwind from her fully exposing her. She stopped at the door, smiled at me and disappeared into her room to get dressed. Another time I saw them together in the master bedroom deciding what to wear. I walked in on them holding dresses up, both of them just wearing a thong. It was not unusual for them to spend time like that, trying things on or getting dressed.

Tracy had been flirty with me over the years we had known each other, but always with Caroline around. Caroline usually had a funny comment to make about it and never had an issue with me about it. Besides flashing me some, she would sometimes sit on my lap, rubbing against me till my cock started getting hard. Or brushing against me as we passed in the hall. All the time grinning a mischievous grin.

As the season changed to early summer the girls would spend Saturday and/or Sunday afternoon at the pool. I was usually gone Saturday working, while the girls hung out working on their tans and drinking by the pool. They both looked great in their bikinis. I occasionally got to spend some time with them down at the pool and would watch the other guys around the pool ogle them as they laid out or moved in and out of the pool.

A few times we wound up back at the pool in the late evening after we had gone for dinner or had been out drinking. As long as we were quiet no one would bother us being in the pool after hours. One evening we were all in the water together. The girls surrounded me, Tracy in front, Caroline behind me. Tracy wrapped her legs around me, her arms around my neck, rubbing her pussy against my growing cock. My wife was behind us holding onto my shoulders. Caroline reached around me and untied the back of Tracy's top. Tracy leaned back and her top floated on the water exposing her breasts.

Caroline whispered in my ear, "Nice aren't they?"

I nodded my head as Tracy pulled the top out of the way fully exposing her breasts.

She smiled at me and squeezed her legs around me tighter.

Caroline continued, like the devil perched on my shoulder, "You can touch them if you like."

I turned to look at her. She smiled at me and nodded her head. Turning back to Tracy, she had her hands under her tits holding them up for me. Reaching up I took each one in a hand. Tracy moaned quietly as I gripped her tits and began to squeeze them, stopping occasionally to tweak her nipples.

Tracy tightened her legs around me as I played with her tits, rubbing up against my cock that was straining against my bathing suit. Caroline was still hanging on behind me. After about a minute she let go of me and stood in the pool behind me. We were deep enough that the water came up about her chest. Standing up allowed her to reach around me to also touch Tracy's tits. Tracy was moaning, her head leaning back.

Caroline reached around my waist and placed her hand between my cock and Tracy's pussy. Tracy groaned as she broke contact with my cock. Even though we were rubbing through our swimsuits it was clearly arousing, hot and sexy to both of us.

Placing her hand over my cock, Caroline squeezed it. Looking at Tracy she said, "WOW you really got him hard."

Tracy whimpered a bit and tried to pull me closer with her legs, but Caroline's hand kept her from rubbing against my cock.

Caroline kept squeezing my cock as Tracy slowly unwrapped her legs from me. She was now standing in front of me, body pressed against mine, her wet, warm tits on me, arms around my neck. I was not sure where they were going with this. Caroline has never discussed us playing with another woman. Being between them was incredibly sexy. I wanted to touch them more.

Removing her hand, Caroline backed me into shallower water where she could stand up a little easier. Tracy took advantage of her hand moving and pressed herself against my bulging cock.

Reaching back around me Caroline pushed her hand into my swimsuit and grabbed my cock.

"Hmmmmm, what are we going to do with this?'

Tracy was literally moaning at this point, rubbing as hard as she could against me.

Caroline looked around and not seeing anyone around, pulled my swimsuit down, letting it settle around my knees.

Tracy looked down and smiled, "You were not kidding, he has a nice cock."

"You can touch it," Caroline said.

Tracy looked over my shoulder like she could not believe Caroline said that.

Smiling Tracy reached down and grabbed my throbbing cock. She was slowly stroking it, twisting her hand around the head. Caroline reached from behind grabbing my balls, making me gasp. One stroking my cock the other massaging my balls. Did not matter what they wanted to do, I was going along with it. I noticed Tracy looking around and then a mischievous smile crossed her face. With one hand gripping my cock, the other went under the water to her bikini bottom. She untied one side of it, exposing herself to me. Putting her hand back around my neck, she pulled herself up a bit, pushing my cock down to touch the trimmed dark hair around her pussy.

When my cock touched the outside of her pussy Tracy let out a very audible sigh. Feeling the movement and Tracy's sigh, Caroline moved to look around my arm to see what Tracy was doing. Just as she did, Tracy pulled herself to me, the head of my cock slipping into her.

"OH GOD, YES!," she said just a little too loud.

I could feel Caroline's hand move around my hip, to my cock then up to touching where Tracy's pussy had engulfed my head.

"Naugthy girl, who said you could fuck him?," Caroline said without anger.

Tracy just moaned and tried to push me deeper into her. But Caroline's hand was now wrapped around my cock preventing me from additional penetration.

"Please, just a bit more? OH GOD, please."

Caroline looked up at me, "What should we do with her?"

Even though my cock was already in my wifes BFF and we were basically naked in the pool, I felt like it was a trick question.

Caroline was looking at me, as she began to stroke my cock. Tracy was looking back and forth between us, eyes pleading.

"Please just a little bit more? I am really close."

"Somebody is very horny aren't they," Caroline whispered to Tracy.

Tracy just nodded.

Caroline smiled at us and slid her hand to the base of my cock. As she did so, Tracy slid further onto my cock. She moaned as she wrapped her other arm around my neck and pulled herself onto me. Tracy started to slide up and down my cock only getting me about halfway in with Caroline's hand in the way.

Suddenly I felt my wifes hand slip away just as Tracy slammed down on my cock.

"OH SHIT. God he feels so good. Feel why you like fucking him," she said resting with my cock balls deep in her pussy.

Caroline moved to my side, "Just for a minute," she said looking at Tracy. Then looking at me, "Don't you cum in her."

I groaned as she said that, Tracy's tight pussy clenching my cock.

Tracy wanting to take advantage of my cock and Caroline's with agreement she began to slam herself against me. Caroline reached in and started to tweak her tits as she rode my cock. It was taking all of my will power not to blow deep in her.

Her breath was getting ragged, and she suddenly slammed down on my wrapping her legs around me to pull me all the way in. Her pussy began to quiver around my cock, and her body shook as she held me.

"OH GOD, shit, oh fuck," she panted and moaned her eyes shut tight as she quivered on my cock.

Caroline was holding her as the orgasm finished washing over her. My twitching cock was ready to explode, but I remembered Caroline's threat.

Tracy slowly opened her eyes, her pussy no longer milking my cock. She looked at Caroline and silently mouthed "Thank you."

"You're welcome," she smiled as she leaned in and kissed her.

Damn I thought, they are the "closest" of friends. Wonder how long they have been kissing each other. What else have they done?

Caroline pulled my cock from the hot tight confines of Tracy's pussy, the cool water shocking.

I looked at my wife frowning.

Looking at me as she held my cock, "Don't worry, I will take care of this soon,"

Caroline looked around the pool, no one was around, and it looked like no one was watching from the windows. Our apartment was on the second floor, the stairs right next to one of the gates to the pool.

"Let's take this upstairs," she said.

Tracy reached down and pulled her bottoms off as she walked to the steps. I pulled my swimsuit up as I followed her. Caroline was behind me. Reaching the gate, Tracy had both parts of her bikini in her hand as I watched her ass in front of me. I stopped to hold the gate for Caroline. As she approached me, I could see from the corner of my eye she had removed her top and was glancing around the pool area.

Passing through the gate, she smiled and squeezed my cock.

Stopping at the bottom of the stairs, Tracy turned to see Caroline topless and me dressed.

"Chickens," she whispered.

Caroline stopped and pulled her bottom off and then turned to look at me, "Well?"

Stopping I reached down pulled my swimsuit off, my still hard cock bobbing in front of me.

"Better," Tracy said as she started up the stairs. Caroline and I followed, me taking turns looking at their asses as we went up.

We stumbled into the apartment.

"Damn, that was fun," Tracy said.

"It was hot watching you two," Caroline answered.

She looked at both of us and smiled. "We should rinse the chlorine off and get cleaned up."

Tracy said, " Oh more fun. All in your shower?"

"I think we will all fit," Caroline said as she took Tracy's hand and led her down the hall. I dropped my swimsuit on the floor with theirs and followed, not really sure where this was going. Did not think my wife would have started something like this, but it seemed like she was going through with it. I mean, she had let me stick my cock in her best friend.

As I turned the corner into our shower, Tracy was hugging Caroline.

"Thank you for sharing him with me. I have wanted his cock in me ever since you guys met and would never have done it without you saying I could." She then kissed Caroline, a long, tongue filled kiss as they held each other.

I stood staring at them. Naked. Kissing. My cock was twitching watching them. Tracy looked at me as they kissed. Breaking the kiss, she stepped back, "Looks like someone is enjoying this."

Caroline turned to look and seeing my cock bob up and down smiled, "He is probably ready to explode," she said laughing.

Tracy laughed, "I am sure he will get taken care of." She then leaned in and turned the shower on.

The girls got in and got wet. I stepped in, the shower crowded. Moving past the girls to get under the water they got busy soaping each other up. Watching them naked touching each other made me start stroking my cock as I rinsed the soap from my body.

Caroline saw me out of the corner of her eyes," Don't waste that."

Moving back under the spray, both of them rinsed off. Caroline turned the water off and we stepped out of the shower. Tracy grabbed a towel and started drying Caroline off, paying particular attention to her tits and pussy. As I reached for a towel, Tracy said, "Wait, I will dry you off."

I stood there dripping on the floor as she finished drying Caroline off. Then she turned to me, a slight smile on her face.

"Turn around."

I turned away from her and she began to dry my back, then running the towel down my legs. As she came back up, one hand reached up and grabbed my balls squeezing them. I groaned in pleasure as she slowly massaged my balls. Tracy soon stood up and turned me around facing her. I could see Caroline leaning against the sink, watching us, her hand near her pussy, one finger moving up and down her glistening slit.

Tracy slowly dried my chest and then dropped to her knees bringing the towel to my feet. Spreading my feet slightly to give her room, she slowly moved the towel up my right leg, her face coming directly in front of my cock. Looking up at me she winked and took the head in her mouth, swirling her tongue around it. Caroline groaned slightly as she did that.

Sliding off my cock she moved down to my left foot and with the towel moved up my leg drying it off. She ended with her face right in front of my now aching cock. This time she looked over her shoulder at Caroline.

Smiling at her, Caroline said, "Go ahead."

Tracy squealed and turned back to my cock. Opening her mouth she took the head of my cock back into her mouth. Looking up at me she slowly slid her mouth down my cock until I hit the back of her throat. She held there for a few seconds and then grabbing my ass she pushed my cock the rest of the way into her throat. I could feel it move into her throat as she gagged a bit then held me in position, my cock firmly embedded in her throat.

"DAMN," Carolline muttered as she watched Tracy hold my cock in her throat.

After about 30 seconds she pulled back, gasping for air around my cock.

"God I love his cock," she said, allowing my cock to pop out of her mouth.

"Why don't you just go ahead and finish him off. I bet he can hardly keep from cumming now."

Tracy looked up at Carolline, "Can I? You sure?"

Caroline smiled and slid off of the sink moving behind Tracy. She placed her hands on the sides of Tracy's head and moved her mouth back to my cock. Caroline then began moving Tracy's head back and forth fucking my cock with her friends mouth.

My wife had been right, I really was ready to cum. Tracy's hot wet mouth engulfing my cock as Caroline held her head was rapidly driving me over the edge. I had often imagined what it would be like to play with her and now my wife was not only letting me she was helping.

Caroline pushed her head further down my cock, I was now basically fucking Tracy's throat. Slobber was running out of her mouth, her hands pushing on my thighs to try to control the depth of my plunges into her throat.

"Ready?", Caroline asked, looking directly into my eyes.

I could only nod my head yes as I felt my balls pulse, the first shot going directly down Tracy's throat as Caroline pushed her head as far forward as she could. After the first shot, she pulled Tracy back a bit so my cum was filling her mouth. She had a hard time keeping my cum in her mouth as she gasped for air and gagged some as I shot a few more times. It was having trouble standing, spent from the amazing blow job I had received.

"Don't swallow it, I want some," Caroline said.

My cock was just twitching in her mouth now, cum and slobber dripping down on her tits and thighs. Caroline pulled her head off of my cock and bent her back as she leaned in to kiss Tracy. I could see her kissing her friend's cum filled mouth, tongues swirling around. Slowly she broke the kiss, foreheads touching. I stepped back to give them some room. Caroline helped Tracy stand up and taking her hand led her out of the bathroom into our bedroom. Collecting my thoughts I slowly followed behind.

Pulling back the covers, they both climbed into bed, Caroline in the middle, Tracy to one side. Moving to the far side of the bed, I got in on the other side, Caroline laying between us. I could not believe I was naked in bed with them both. Had always thought Tracy was hot, but never wanted to make Caroline mad by trying anything with her. Now I had not only fucked her some but had just throat fucked her with Caroline guiding it all.

Tracy snuggled up next to Caroline, her arm draped over her, tits smashed against her side. She leaned in and kissed Caroline on the lips.

"Thank you for sharing him with me. What can I do for you?"

Caroline turned to her, their bodies pressing against each other.

"Nothing right now, I am really exhausted, I need some sleep."

Tracy nodded her head, "I am here for whatever you need."

The girls fell quickly asleep in each other's arms. I laid next to Caroline trying to wrap my thoughts around what had happened. My only experience with two women together had been with a High School teacher (Judy) and her friend Sharon. Was not sure where this was going to go, but I hoped it would let me fuck Tracy some more.

I finally fell asleep dreaming of what could be.