Extra Credit Ch. 02, Pt. 3

Kelly’s lips parted and James cock was in her mouth for the second time in one night. This time, she wasn’t confined under a table and the full length of James cock was at her disposal. Her lips surrounded the head of James’ cock and her tongue teased the sensitive area just below the head.

“Oh shit……suck my cock…….fuck.” James groaned.

Shannon removed James’ shirt and sucked his nipples. Below her, Kelly continued her desperate blowjob. She could only take bout half of James’ length but she sucked harder than most.

“God, you’re fucking huge…” Kelly said between breaths.

Shannon got on her knees right beside Kelly. She looked at Kelly sucking her lover’s erection and started to rub her pussy. The way Kelly’s lips slid up and down on James’ cock, the glistening of saliva, turned her on more than she had thought something like that could. Shannon leaned in and took one of James’ balls in her mouth. She groaned loudly.

“Oh my fucking………..shit…..I’m gonna cum” James moaned.

The sight of two women on his dick and the feeling of two pairs of lips were about to send him over the edge.

Kelly looked at Shannon as if to ask if she should take James’ cum in her mouth. Shannon looked at her and smiled. About that time Kelly’s tongue was greeted by a blast of hot cum. Then another, and another, and another. She moaned as her mouth filled. Shannon kept licking James balls and staring at this beautiful blonde as she swallowed her lover’s load. Finally, James stopped cumming, Kelly having swallowed every drop.

“Ummmmm…….your cum tastes soooo good,” Kelly said, licking her lips.

James looked down at the two kneeling women and wanted more than ever for them to kiss each other, but kept his mouth shut, afraid of spoiling the moment. Instead, Shannon looked at James’ softening cock and then took it in her mouth. She could still taste cum and the sweet taste of Kelly’s mouth.

“It’s my turn next, I need it so bad,” Shannon said as James’ limp cock plopped from her mouth.

James picked up his pants and followed the two women inside the hotel room. The two women lay down on the bed and James lay between them, breathing heavily. Shannon looked at James’ limp cock.

“Well, I can’t do too much with a soft cock. Maybe this will help,” Shannon said, standing up.

Slowly, she started to remove her slinky red dress. First, she bent forward and took off her shoes. Then, she rose back up and toyed with the ties of her halter, pulling them free and peeling the tight material away from her full bosom. Kelly was just as amazed as James at the site of Shannon’s chest, firm, large tits with high, hard nipples, the golden tan of the rest of her body unbroken as it covered her glorious mounds. She shimmied the dress over her hips, letting it puddle around her ankles, leaving her in nothing but a red g-string, damp with her arousal.

She slipped her fingers underneath the thin satin, neither Kelly nor James having any doubt as to what they were doing. “Uhhhhh….” Shannon groaned, closing her eyes as she fingered her moistness. She opened her eyes, taking note of James’ hardening cock, and said, “That’s better.”

Pulling her g-string down her long legs, she unveiled the blossoming lips of her shaven pussy lips and the neat little trim job she’d left above her clit. Kelly licked her lips. Shannon’s cunt was beautiful.

Shannon climbed between her lover’s legs and took his cock into her mouth. Kelly watched as James’ entire cock disappeared down her throat with a loud slurp. Shannon kept looking at Kelly as if to say, “This is how you suck a cock.” The blonde leaned over and kissed James, while keeping an eye on Shannon. The brunette was pumping his shaft with her fingers as she bobbed up and down along the hard length and Kelly shook her head, impressed.

“I need this thing in me,” Shannon groaned, pulling her mouth away from him. As she repositioned herself over James’ throbbing member, Kelly was amazed at how good Shannon looked. Her tanned skin, her wonderful breasts, the womanly curves of her body. Slowly Shannon lowered herself onto James.

“Oh shit…….goddamnit you’re tight,’ James agonized.

“God, no matter how many times we fuck, it takes me awhile to adjust to your big cock.”

Shannon slowly picked up her pace and began riding James. She looked down at Kelly. Her mere presence was turning her on and she couldn’t keep her eyes from the blonde’s long, athletic legs extending out of her short skirt.

“Don’t just sit there, do something,” Shannon said.

Kelly snapped out of her dazed revelry. Shannon was in a world of bliss, bucking her hips up and down along James’ shaft as she watched the blonde strip out of her tight club clothes. Kelly’s body was a fucking sculpture, she thought, and a fitness model’s body. Tight abs, beautiful breasts, slender hips and a very sexy, very toned round ass. But most shocking of all was her bald pussy. Shannon’s eyes nearly popped from her head, as the clean-shaven sex was unveiled to her. It looked so clean, so smooth, and for a split second, she forgot herself and imagined what it would feel like to run her tongue along those hairless folds.

She felt her face burn with her own thoughts, and channeled them into the pleasure she was feeling between her legs, splitting her, pushing deep into her womb. “Oh fuckkk…..”

Carefully watching Shannon’s expression as well as the stripping blonde, James guided Kelly over his face, her bald cunt over his mouth. Her scent was near intoxicating and he began to flick her clit with his tongue. Kelly moaned, then lowered herself onto James face. His tongue parted her baby smooth lips and she tasted sweet. She tasted different than Shannon, but just as good.

“Oh my god……..yeah…….lick my pussy,’ Kelly moaned.

Shannon and Kelly looked at each other, Shannon rising and falling on James cock and Kelly loving the feeling of a man eating her pussy. They both admired each other’s bodies, smiling warmly at one another.

“Shit, I’m gonna cum baby….” James groaned.

“Oh…fuck…..me too…..” Shannon said.

With one final upward thrust, James felt his cock emptying into Shannon’s tight pussy. Shannon could feel hot cum flooding her velvet channel; she arched her head back and grabbed her full breasts. Kelly watched as Shannon’s body shook with pleasure, licking her lips and nearly reaching out to cradle the other woman against her body. Finally, Shannon climbed off of James’ cock and lay beside him. Kelly took a position on the opposite side of James and rubbed his cock. She was amazed that it was still hard.

“Ummmm…….my pussy’s filled with your cum baby,” Shannon said, kissing James neck.

“You make me cum so much, you’re so fucking tight.”

“Kelly, if you want, you can have some,” Shannon said, grinning.

Kelly looked at James’ hard cock in her hand, wet and slick with their combined juices, and got up onto her knees. She didn’t say a word; she just mounted James and slowly slid his big cock into her hot pussy. She wasn’t prepared for the size but eventually got the hang of it.

“Jesus……..your cock is so big,” Kelly moaned.

Kelly began to ride him faster and faster and before long was riding James like a cowgirl. Shannon watched as her lover’s cock buried itself inside Kelly’s bare pussy. She looked at James and knew that he couldn’t take much more. There was only so much a man could handle in one night and Kelly’s tight cunt was milking his cock for all it was worth.

“Oh…god……I’m…gonna.cum,” Kelly screamed.

“Fuck her it comes……ohhhhhhhhh shiiitttttttttttt,” James grunted.

Kelly slammed herself down on James’ cock one last time and then she felt it. His cock was twitching inside her as her pussy convulsed around it. Hot cum was bathing her insides.

“Ummmm…………..give it all to me..” Kelly moaned.

Finally drained, James’ cock slipped from her pussy. Kelly leaned forward and kissed James deeply. Kelly rolled off of James and the trio lay in silence until they drifted off to sleep.

The next morning, as Shannon slowly awoke, she rolled over and placed her arms around a warm body. To her surprise, it wasn’t James. Opening her eyes, the brunette looked to be sure. James was nowhere to be found and she had her arms around Kelly’s soft, feminine body.

Recollections of the night before came flooding back to her and her face flushed. “What have I done?” she thought, suddenly panicky. She looked down at the younger woman, who was still asleep, her blonde hair covering half of her face. Not wanting to wake her, not wanting to deal with this situation just yet, Shannon laid back down but kept her arms around Kelly, trying to ignore the softness and the heat from her.

Still, she couldn’t help thinking of how beautiful the sleeping blonde was. She had that girl-next-door quality that would drive any guy nuts: large blue eyes, sculpted, cute nose, full lips…

Suddenly, the passionate kiss they had shared on the dance floor came flooding back to her. She colored with embarrassment at the same time she felt a twinge deep in the core of her sex. “What is wrong with me?” she thought.

Kelly slowly regained consciousness and found herself in Shannon’s warm embrace. She smiled; enjoying the feel of slender, feminine arms around her, and the smell of long, clean hair. She opened her eyes and looked at Shannon. Shannon’s hair framed her beautiful face and her lips were parted slightly. Kelly nestled her head underneath Shannon’s chin.

“Thanks for last night, it was wonderful,” Kelly said, not sensing Shannon’s discomfort in her sleep-heavy state.

Unsure of what to say, Shannon just said what seemed natural: “No, thank you, it was the best time I’ve ever had.”

Kelly’s hot breath on Shannon’s neck sent a tingling sensation down her spine. The unbelievably soft feel of another woman beside her made Shannon’s heart beat faster. Kelly could feel Shannon’s breathing becoming heavier and quicker. She knew from her own experiences that Shannon was feeling what only two women could feel together. Kelly looked down and saw Shannon’s smooth breasts rising and falling, her small brown nipples hard in the morning sunlight. She slowly placed her hand on Shannon’s side, sighing at the soft skin of the older woman.

Shannon felt the warm hand on her side but didn’t do anything, her body frozen in fear and excitement. She denied the growing heat between her legs. Kelly lifted her head slightly and gently kissed Shannon’s neck.

“Uhh….Kelly….what are you doing?” Shannon whispered, her throat parched.

“You’re so beautiful….I…thought I’d…………….I’ll stop if you want me to,” Kelly said, but continued to kiss Shannon’s neck. Then she put her hand between Shannon’s breasts.

“Ohhhh….Kelly…….I’ve never………done….anything with…..” Shannon whispered, her eyes fluttering shut.

“Shhhhhhh, do you want me to stop?” Kelly said.

Shannon had become a new woman over the last couple weeks. She’d experienced things that she never thought she would. Being with another woman was one of those things she had never dreamed of. Without thinking any more about what she was about to do, she looked into Kelly’s eyes and said, “No.”

Kelly rolled Shannon onto her side, the two women looking at each other as if to ask one another what to do next. Kelly loved Shannon’s lips. She always held them slightly apart, slightly pouting, and it drove Kelly wild.

“Can I kiss you?” Kelly asked.

“Like last night?” Shannon asked.

“No, different than at the club. This time for no one else but us,” Kelly said.

Shannon closed her eyes and nodded her head. A shiver ran down Kelly’s spine as she, too, closed her eyes and brought her head forward. The anticipation between the two was practically tangible. Finally, after an eternity, their lips met. Each woman groaned, their lips fit together perfectly. Electricity was in the air. Shannon moaned as Kelly’s tongue passed into her mouth, willingly accepting it, caressing it, loving it. Shannon could feel the kiss through her whole body, could feel her pussy clench with excitement. When they finally broke the kiss the two women stared at each other a moment, then smiled. This time Shannon made the first move. She kissed Kelly deeply, gently, and deliberately. Their tongues teased each other’s lips. Shannon put her hand on Kelly’s left breast and squeezed gently. It was so soft. So amazingly soft.

“Ummmmmm…….” Kelly moaned.

Kelly returned the favor and gently kneaded Shannon’s breasts. They were much bigger than her hands and Kelly marveled at how firm they were. Kelly broke the kiss, her tongue finding the other girl’s nipples.

“Yeah……..ummmm….god that feels good,” Shannon moaned.

Kelly pushed Shannon onto her back and straddled her. She looked down at the beautiful brunette under her and grinned. The two women kissed again, the passion building higher, more desperate. Their tongues met and fought, each woman groans swallowed by the other’s mouth. Kelly slowly kissed down Shannon’s neck and took Shannon’s breasts in her hands. She pushed them together and sucked each nipple until they pointed straight at the ceiling. She made love to the voluptuous woman’s body, her tongue lapping here and there on its descent to Shannon’s most sacred spots. Her tongue stopped at Shannon’s belly button and circled it. Shannon grasped her own breasts, pinching and twisting her nipples, biting her bottom lip. As Kelly’s tongue moved onward, Shannon grabbed the back of Kelly’s head. Half holding her back, and half guiding her downward. The sensation of another woman’s tongue so close to her pussy was driving Shannon wild.

Kelly stopped and looked at Shannon’s neatly trimmed snatch. The lips of Shannon’s pussy were bright red from last night’s adventures, parted with arousal. Kelly kissed along Shannon’s narrow landing strip and stopped just above her slit. She lifted her eyes toward Shannon and a grin parted her lips. Shannon knew what was next and closed her eyes. It seemed like an eternity to Shannon and then it hit her.

“OOHHHHHHH………FUCCCCCKKKKKK……” Shannon moaned as Kelly’s tongue parted her pussy lips.

Kelly tasted Shannon’s pussy and licked faster. Using her index and middle finger, she parted Shannon’s manicured lips and her tongue probed deeper.

“OHHHH MY GOD………….DON’T STOP!!!!” Shannon screamed.

The way in which Kelly’s tongue teased her clit had Shannon clawing at the sheets on the bed.

“Ummmm…..you taste good,” Kelly moaned into Shannon’s pussy.

With her face buried between Shannon’s thighs, Kelly slipped two fingers between the slick folds of her cunt. Kelly’s heart raced and she tongued her female lover closer and closer to orgasm, a thrill running through her at what she was doing. She loved the amount of noise women made when they made love, and she loved their softness. She loved the way Shannon ran her fingers through her blonde hair, caressing her scalp, desperately trying to find a way to please while being pleased.

Shannon couldn’t take much more, wrapping her long legs around Kelly’s head. Kelly could feel the involuntary muscle spasms in Shannon’s legs and knew what was coming.

“OHHHH……………SHIT…….EAT MY PUSSY………I’M CUMMMMMIIINGG!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!” Shannon screamed as her body exploded in orgasm.

Her thighs crushed Kelly’s head, and the blonde’s mouth flooded with Shannon’s juices. Kelly hadn’t tasted a woman’s cum in a long time and she welcomed the warm juice. She continued to lick slowly until Shannon stopped shaking.

“Oh my god……….that was the hardest I’ve ever cum…” Shannon said, finally taking a breath.

Kelly pulled her head from Shannon’s trimmed snatch and smiled. Her lips glistened with Shannon’s juice. Shannon could smell herself on the other woman and, without hesitation, kissed the sexy blonde, long and hard, tasting herself on Kelly’s lips.

“It’s your turn now,” Shannon said, pushing Kelly onto her back.

Shannon didn’t have the experience Kelly did, but after that orgasm, she was certainly going to try to return the favor.

“I’ve never done this before,” Shannon said

“Don’t worry, you’ll figure it out” Kelly smiled.

Shannon looked at the gorgeous young blonde under her and soaked up the moment. Then, she began to suck on Kelly’s nipples. Kelly’s tits were much smaller than hers but Shannon loved how perky they were. Shannon followed Kelly’s lead and began her trip down her body. Kelly’s abdomen tensed as Shannon’s lips rolled across it.

“Ummmm………..you taste good,” Shannon said.

As Shannon slowly moved down Kelly’s body, she could feel the heat emanating from Kelly’s pussy. Shannon reached back and rubbed her own clit, the excitement was making her very wet.

At last, Shannon found herself between the parted legs of another woman, staring at a clean shaven pussy inches from her nose. It was absolutely beautiful, and once again, she wondered what it would feel like on her tongue, how smooth it would be, how soft.

“Ummmm……..go slowly,” Kelly moaned, somewhere above her.

As Shannon traced her tongue across Kelly’s bare pussy lips, she shuddered. It was like licking warm butter. It was so incredibly soft. She lapped at the plump lips, her tongue closing in on Kelly’s clit. The blonde tensed in anticipation. The brunette paused, her tongue hovering over at hard nub that seemed to throb before her. She relished the moment. Then she did what she had thought she’d never get the chance to do. Shannon’s tongue parted the folds of another woman’s hot pussy, sucking her juices from the source. She let the musky sweetness of Kelly’s pussy soak into her like a fine wine.

“Ummmmmm…………yeah baby……………that’s it,” Kelly moaned.

Shannon probed deeper with her tongue while at the same time rubbing her clit. Kelly’s stomach rose and fell with increasing urgency. Shannon’s face was becoming wet with Kelly’s juice and she loved it.

“Your pussy tastes wonderful,” Shannon moaned.

Shannon continued to eat Kelly’s pussy, sliding her middle finger inside her. Her tongue flicked across Kelly’s clit faster and faster as her finger went deeper inside the hot pussy. Kelly looked down at Shannon. The beautiful woman eating her pussy was a natural, her full lips covered in her juices, her silky hair stroking her thighs. Kelly’s pussy tensed around Shannon’s finger.

“OHHHHH…..EAT ME……..SHANNON…I’M GONNA CUMMMMMMM” Kelly screamed.

Kelly grabbed Shannon by the back of the head and smothered her in her pussy. Shannon’s tongue lapped up every bit of Kelly’s cum. After a few minutes, Kelly released her grip.

“Ohhhhhhhhh yeah, that was great,” Kelly said.

“Ummmmmhmmmm…” Shannon moaned, cleaning up Kelly’s pussy with her tongue.

The two women lay beside each other for about an hour, snuggling and kissing and nuzzling one another. At last, they got up to take a shower. There, they soaped one another under the warm water, enjoying their bodies one last time, Kelly dropping to her knees and propping Shannon’s long leg up on the soap tray. Afterwards, they talked and laughed like they were old friends, drying one another off and getting dressed.

About that time, James finally got back. He said he’d gone for a walk, and then stopped to pick up coffee and donuts.

“Well, I guess I’m gonna go, it was really nice meeting you guys. If you’re ever in the neighborhood, look me up,” Kelly said, picking up her purse and heading for the door.

Shannon hugged Kelly goodbye at the door, pulling her close for a very intimate kiss. She just smiled at James’ shocked expression, and then giggled as she shut the door. On the way back home, Shannon and James talked about their trip and how wonderful it had been. She merely hinted at her exploits with the blonde, enough to get him aroused enough to suck off. When Shannon dropped James off at his house, he kissed her deeply before getting out of the car.

“That was a great time, I’ll see you tomorrow night,” James said.