Caroline Pt. 03 - Tracy continued

My wife Caroline had decided to let her friend Tracy play with me (Caroline Pt 02).

We had all fallen asleep naked in our bed.  

I slowly woke up with a hot breath around my cock.  A hand pushed lightly on my hip rolling me onto my back. The hand then moved to grasp the base of my cock and I felt a warm wet mouth slide over the head.

Groaning, I looked down to see who it was, but in the dimness of the room I only saw a dark haired head.  Could have been either one of them.  She was slowly working my cock her hot wet mouth bringing my cock to life.

The other one rolled next to me, her tits pushing against my arm.

"You guys owe me from last night.  Tracy is getting you ready for me." my wife said quietly.  

Caroline then sat up on her knees, looking down at Tracy sucking my cock.  A light sigh escaped from her lips.  After a minute, she swung her leg over me and was straddling my head.  She slowly lowered her pussy to my mouth.  I could see her hands grab her tits and squeeze them as she rubbed against my face.

Tracy was slowly sucking my cock, stroking it, making it hard for Caroline. 

My tongue flicked over Caroline's already wet pussy lips.  She groaned and pushed down on my tongue.  

As she rode my face, Tracy moved away from my cock and straddled me behind Caroline.  I could see her hands reach around  Caroline, both of them squeezing her tits and could feel the heat and moisture of her pussy pressing against my stomach.  

I was moving between licking her pussy and applying pressure to her growing clit.  She was moaning softly.  Tracy's hand slid down her body to move over Caroline's pussy.  Caroline pulled up off of my mouth to give her room to slide fingers between my tongue and Caroline's pussy.  My tongue could feel her fingers as two slid easily into Caroline's pussy.  

"OHHHHH, Yes right there. AHHH, damn I can't wait."

"Cum for us then, cum on his face and my fingers," Tracy said as a third finger slid into her pussy and she flicked her clit.

Caroline was humping Tracy's hand, banging into my face.  I could feel Tracy sliding down my body a bit, her heat just below my belly button.

I could hear my wifes labored breath, "Yes, damn yes, harder," she moaned.

Tracy continued the assault on her pussy.  Caroline was tipping over the edge, I could feel her juices leaking off Tracy's hands onto my lips, my tongue trying to gather it up.

Caroline went stiff, her knees squeezing my head as the orgasm slammed into her.  I could feel her start to shake, her breath ragged, almost gasping.  Her pussy was clenching at Tracy's fingers, squeezing them, milking them.

Tracy slid further down my body, still reaching around my wife.  I felt her pussy touch my rigid, aching cock.  Caroline pulled Tracy's hand away and relaxed her grip on my head, her breath starting to return to normal.  My tongue flicked up to her still vibrating clit.

"NO, enough," she said, pushing my head away and moving back away from my face.  This pushed Tracy back a bit, the tip of my cock entering her.

"OH AH," she said.  

I could see Caroline's face, she had a quizzical look. She turned to look over her shoulder.

"Is his cock in you again?," she said laughing.  

Tracy slid down on my cock taking it all the way in her, "It is now," she said.

My wife slid off of me and turned to look at my cock embedded in Tracy, "That is very sexy.  I want to watch you ride him."

Tracy placed her hands on my chest and began to slowly ride my cock.  My wife moved around behind her so she could see my cock glide in and out of her.  I could feel her hot breath on my cock as she moved in to lick the exposed part and my balls.  

I moaned as she licked me.  Tracy leaned forward lying on me to give her more access to us. Her tongue flicked over my cock and edges of Tracy's pussy.  It was an amazing feeling, buried in my wifes BFF and her licking both of us.    

Caroline then slid over Tracy to lay on top of her, looking over her shoulder at me.

Whispering in Tracy's ear, "You are fucking him again, you like his cock don't you."

Tracy just nodded her head.

The wife looked at me,"You like her fucking you?  Does she feel good on your cock?"

"Yes she does, thank you for sharing me."

"Yes thank you," Tracy said quietly.

Back in Tracy's ear, "What do you want him to do?"

"Oh god, please, let him fuck me, cum in my pussy.  I want to feel his cock pulsing in me."

I thrust my hips up when she said that, plunging deeper into her, making them both wiggle on top of me.

"I think he likes that idea," Caroline said as she slid off of us and laid next to me.

Leaning in, she kissed me, " I love you.  Would you fuck my friend for me?"

"You sure?"

She smiled, "Yes, cum in her."

Tracy moaned and ground herself on my cock.

I grabbed Tracy by the hips and rolled her over on her back, pulling her knees up near her head.  Rising up on my knees I began to pump deeply into her pussy.  Caroline had moved over next to us and began playing with her tits.  Moving her head over Tracy, she began to alternate between sucking her hardening nipples.

Tracy was moaning and held her head to her chest.  It was amazing watching her suck and play with Tracy's tits.  I had imagined them together but never thought I would really see it.  Their level of comfort with each other clearly said that this was not their first time together.  Caroline moved down to watch my cock push in and out of Tracy's pussy, her lips gripping my cock as it moved back and forth.

I could feel her breath on my cock as I fucked her friend, not believing my luck. 

She looked up at me smiling.  "You getting close?"

I was panting a bit and just said, "Yes."

"Where are you going to cum?"

"I am cumming in her."

I was fucking her as hard as I could, looking right into her eyes.  Her face was flushed, she was gasping for breath.

"OH yes, fill my pussy, cum in me please," Tracy said as the orgasm shot through her body.

I felt her stiffen, her pussy contracting around my cock milking me, pulling me in.

Looking over at Caroline she just smiled and nodded her head.  I pushed as deep into Tracy as I could, pushing her legs above her head.  

"ARGGGGG, oh fuck she is so tight," as I blasted my load of cum into her.

Caroline had her hand on my ass pushing me forward, keeping my cock in her.  We were both panting, I released Tracy's legs and fell forward on her, spent.

My wife leaned on my back looking down at Tracy, "That was the sexiest thing I have ever seen.  His cock pumping into you, you cumming on his cock.  DAMN."

I could tell Tracy was a little uncomfortable with me on top of her.  Pushing up off of her, my cock slipped from her pussy.  Caroline slipped her head between us as I pushed up away from Tracy.

"Oh yummy," I heard her say as she took my half hard cock in her mouth.  

She proceeded to clean my cock off, licking all of our combined juices off of it.  I rolled on my back as she licked my cock and balls clean.  Tracy laid next to us catching her breath.

Caroline slid over my body and I heard Tracy gasp.  Raising my head I could see my wife's head buried in Tracy's cum filled pussy.

"That is so fucking hot, she's eating your cum out of my pussy," Tracy said.

Carolines sucked my cum from Tracy and cleaned her pussy up.  She then slid up her body and began kissing her.  I laid next to them watching for a minute then Caroline rolled off to lay on the other side of Tracy.

No boby spoke for a couple of minutes.  I could not believe what had happened, I had just fucked my wifes best friend with her watching and encouraging us.  Never thought that would happen, had always wanted to fuck her but knew she was off limits.

Tracy looked over Caroline at the clock on the nightstand,

"Shit, I need to get to work.  Did not think it was this late."

Tracy jumped out of bed, her wonderful ass flashing by as she raced into the bathroom.  Caroline chuckled and followed her after a minute.  I could hear their muffled conversation and Caroline emerged from the bathroom.  She proceeded to pull some clothes out of her dresser and went back into the bathroom.  

She was chuckling as she walked back over to me in bed.  "She had not planned on staying the night and does not have anything to wear."

I shook my head, "I am glad she stayed," I said smiling at my wife.

"Me too.  Thought something like this would happen someday.  But you know, it will not be a regular thing and you guys cannot do anything without me with you.  Do you understand that?"

I nodded yes and reached over, pulling her down and kissing her, "I love you."

Tracy came bouncing out of the bathroom, "I am sorry I gotta run."  She hugged Caroline tightly, "Thank you," then kissed her.

Looking down at me she then bent over and kissed the tip of my limp cock, "This was great.  She has always talked about what a nice cock you have.  Glad she let me play with it."

She then turned and headed out the door, Caroline followed her.  I could hear them talking but could not quite make out what they were saying.  Front door opened then closed and Caroline came back into the bedroom and got in bed with me.  She snuggled next to me, her tits pressing against my arm.

We laid quietly for a few minutes. 

Caroline sat up so she could see my face.

"I know you are wondering what has gone on between us, so listen and do not interrupt me.  It started when we were finishing at North.  We had been kissing one night and soon were naked in her bedroom touching each other.  We have played with each other off and on since then, and yes, we have played a few times since we got married.  I did not plan on that happening last night, it just seemed so natural.  She has wanted to have you ever since you and I started dating.  I thought this might be a way to let her fuck you and we keep it under control."

I knew better than to say anything right then.

"I thought a long time about sharing her with you.  Hopefully we will have the opportunity to spend time together, the three of us.  But, we have to trust each other, it has to be the three of us playing.  It may be her and me, you and me, you and her.  Can you live with that?"

I looked right at her, "Yes I can.  I appreciate you letting me join you two, it's so hot to think about you both together and I can't wait to see more of you two together."

She smiled," It was so hot watching your cock slide in and out of her pussy.  I was worried how I would feel, but I was so turned on.  Hell I almost came last night watching you fuck her face."

Caroline dropped her head back on the pillow and after a few minutes I could tell she had gone back to sleep.  I joined her dreaming of what could be next.