Falling for Grace Pt. 10

"Your room, with that magnificent four post bed. It looks like it's made for a queen."

"Perfect" Bethany said. We went inside and Bethany closed the door. Grace and I were very nervous, but very turned on as well. "Henry, why don't you, to start, take off your jacket and tie, slip off your shoes, and sit on that chair facing the bed? Don't worry, we won't ignore you for long. I'm always a good hostess to all my guests. But I'd love to get to know Grace a little while first."

"My pleasure" I said, stepping out of my shoes and hanging up my sports jacket and tie on a close by antique clothes rack. I made myself as comfortable as I could with a raging hardon in my pants. "Go ahead, Gracie. Let yourself go" I encouraged her.

"I love you, Nasty Boy" she whispered, her voice shaking with desire.

"I love you too, Dirty Girl."

"You two are such a wonderful couple, so loving with such sexy names for each other" Bethany said, her own voice dripping with lust. "Don't be nervous, Grace. This is going to be so much fun." She stepped close to Grace, the curve of her small breasts almost touching Grace's full, large boobs. She reached for Grace's cheeks with both hands and caressed her warm, brown skin and kissed my girlfriend. Tentative at first, drawing her in, her bright red lips seducing Grace, who was willingly returning that kiss. Grace's hands went up to Bethany's ass and pulled her close as their kiss quickly became burning, hot and hungry. Their bodies were tight together as they moved up and down slightly, stimulating each other. If Grace had any doubts about wanting to try being with a woman, they were gone then.

"My goodness" Bethany gasped. "Are you sure you've never been with a woman before?"

"Pretty sure" Grace said with a moan. "I think I would have remembered that."

They locked lips again and Bethany started unbuttoning Grace's sweater, throwing it to the floor. Grace's full tits were embraced by her pink lace bra and her nipples were clearly hard like pebbles. Bethany filled her hands with those soft, perfect mounds and Grace let out a deep gasp as Bethany's thumbs rubbed her brown nubs on the rough lace. "You have amazing breasts, Grace. They make me envious." She kissed Grace again, then pulled the cups of the bra down and kissed them lustily before she used a very wet tongue on Grace's nipples.

Grace moaned as she ran her fingers through Bethany's red curls and then she pulled the older woman's face tighter to her tits. "Suck them, I love to have my tits sucked." Grace found the side buttons to Bethany's silk dress and undid them quickly, helping Bethany get out of it. Our new friend wore a very expensive pair of blue silk panties that matched the color of her dress; her breasts were small and firm and she didn't need a bra. Her light pink nipples were thick and hard and when Grace rolled them in her fingers, Bethany moaned loud, even though her mouth was partly muffled by Grace's heavy boobs.

While they were getting to know each other, so to speak, I was raging inside, not with anger, no way, but with barely contained lust. Watching Grace with another woman had me on fire. I can't say I would have felt the same if I watched her with another man, unfair as that sounds. I almost certainly would have been consumed with jealousy. But this was so fucking erotic, and seeing how turned on Grace was with this experienced, beautiful woman was something I never expected to see, despite our previous discussions. I was tempted to take my cock out and play with myself, but I managed to restrain myself. Instead I shifted in the chair, trying to relieve some of the pressure.

Bethany removed Grace's bra and then pulled down the zipper at the side of her skirt, They looked so incredibly sexy, Grace in her pink panties and Bethany in her blue ones as they both knelt on the big bed facing each other in just their panties and hosiery. Grace had on black pantyhose but Bethany was wearing white thigh highs with an intricate pattern at the top. They were making out and feeling each other up like it was the most natural thing in the world for both of them. And the sounds they were making could only be described as the sounds of two women in desperate heat.

Grace, as aroused as I ever saw her, moaned "Tear my pantyhose. I need you to touch my pussy." Bethany didn't need a second invitation. Grunting, she dug her nails into the dark nylon and with a ripping sound that filled the room, tore a big gap right at the crotch of Grace's hose and in a quick motion thrust her hand down the front of Grace's panties. My love cried out as those slender white fingers, so much thinner than my own, made contact with her swollen, soaking pussy. Grace shuddered through her first climax within a minute as Bethany pressed her clit and kissed her hard.

"Grace, you are so fucking sexy!" Bethany grunted. "Touch me too! I can't wait to feel you!" Grace hesitated a moment, but she could see how eager her partner was, how hungry she was, so Grace scrunched up her courage and eased her hand into the front of Bethany's blue silk panties. She must have done something right, because it didn't take long for Bethany to thrust her hips down hard on Grace's fingers as her body shook like a tree in a hurricane. Grace kissed her, shoving her tongue into the redhead's mouth, stifling her cries. Bethany's body was shivering like an electric current was going through her from head to toe.

"Oh, honey" Bethany said when her body relaxed, "you have some wonderful natural instincts. Henry, you make sure you take good care of this girl. Never let her go. And we haven't forgotten about you. You're been so wonderfully patient."

"Yes he has" Grace said a little breathlessly as she kept kissing Bethany. "Why don't you come here, baby and we'll help you get very comfortable."

"Are you both sure you're ready for me? I can wait a little more."

"Oh, Grace, he is a sweet one. So generous. Yes, we're sure. There's so many things we can all do together." I rose out of her chair and my cock was prominently hard in the front of my pants. I think the women would have been somewhat insulted if I wasn't hard after what I saw. I stood by the side of the bed as they both sat at the edge, side by side, and they worked together to unbutton my cotton shirt, then they undid my pants, the belt and the button, then the zipper. Bethany kissed Grace's ear and licked it, then they both licked and kissed my tummy and kept going lower as they eased my boxers down over my ass and down my legs. My stiff cock was reddish purple at the head and there was a tiny clear bit of fluid at the slit.

"Henry, you have a very tasty looking cock!" Bethany declared, with her pronounced Southern drawl. "Grace, you don't mind...?"

"Bethany, I don't mind anything we do here today. You can suck Henry, fuck him, do whatever you both want, as long as I'm part of it. He and I agreed, no judgement, no blame. So let's all have some fun together." After saying that, Grace took a long, very wet and slow lick along my cock to make her point.

I shuddered from the pleasure of that single lick, and Bethany knew she was free to do what she wanted. She then took a lick of her own, not quite as wet, but she curved her tongue in a way that was its own source of bliss. The women started trading me back and forth and I let out a series of long groans. I gently held each head in each hand for my own balance; their oral attack was making my knees buckle a little. Then they moved from licking me to sucking, first taking turns and then working together, each taking a side and sliding their mouths sideways up and down my dick at the same time. "My god, this feels fucking incredible. But I need to...contribute. I'd love to taste you too, Bethany."

She stopped sucking me for a minute. "I don't usually let men go down on me; that's something I save for women only. But dammit, you're very cute, Henry. And so sweet to offer. As long as Grace doesn't mind..."

Gracie mumbled around the shaft of my cock "I told you, anything goes today. Go ahead baby" she said to me. "Show her your special talent." She kissed the head of my cock and got off the bed to sit in the chair. "I want to watch you two. See what my man looks like when he's giving head to a woman." She sat down and lifted one leg so she could touch her pussy for Bethany and I to see.

Bethany leaned back on her bed and used her finger to invite me over. "You can even kiss me, Henry, and I NEVER do that with a man. I want to see how hot we can make each other." I moved next to her and, for the first time since I was 13, I was nervous about kissing a woman. Not just because she was primarily a lesbian, but she was an older woman, twice my age. But we were both so charged up that as soon as our lips met, that nervousness faded away. Her kiss was fiery, raw lust. We kissed with deep desire, her small pointy breasts squashed against my chest. Our hands were all over each other as I felt her gentle curves and she touched my more prominent angles. Her hand massaged my cock in a way that was very familiar with the male anatomy and I rubbed her pussy as I kissed my way down to her small, hard nipples.

Bethany moaned and her with her other hand she scratched along my shoulders. As I sucked her right nipple, I took a glance over at Grace, who was running two fingers up and down along the slit of her pussy with great excitement. She saw me and blew me a kiss, encouraging me to continue my play with Bethany. I did so a little more aggressively, pushing her skimpy panties down with one hand. She lifted her hips, making it easier for me and I could see the fine red curls of her pubic hair on her mound. When I touched her, at her clit and then between her slightly spread thighs, Bethany raised her hips again, involuntarily this time, to get greater contact on her pussy. She bent one leg, the leg closer to Grace, so my love could see my fingers toying with the older woman's pussy. Then, when I hit a particularly sensitive part, Bethany made a very loud sound and pulled that leg all the way back, really exposing herself.

All the while, she was handling my cock with great skill and a very soft touch, turning me on but not bringing me anywhere near a climax. Grace, fingering herself more intensely, said with an forceful voice, "Eat each other. I can't wait to see my man eat your flowing pussy, Bethany. And I just might join him." She had such a wicked grin.

"Oh, god, the thought of both your tongues..." Bethany softly wailed as my middle finger slowly circled her clit.

"Does that idea do something to you?" I whispered in her ear, softly blowing.

Bethany shuddered in a mini orgasm before nodding her head vigorously. I kept applying the pressure as I moved quickly so my head was between her legs and my cock was pointing right at her face. I attacked her swollen lips with my tongue and grabbed her ass in my hands and Bethany came on my face, crying out as her ass clenched and released over and over. Grace came right behind her as she watched, wildly turned on and dripping on the soft dark fabric of the chair.

When Bethany settled down a little, with my tongue and lips kissing her sweet muff enough to keep her stimulated, she said "Henry, you do that divinely! Grace has taught you so well!"

"I can't take all the credit" Grace said from a few feet away. "He was already pretty skilled when we met. But he is such a great lover, isn't he?" She rose up from the from the chair, leaving a small wet spot on the dark fabric, to join us on the bed. I pushed onto my back so Bethany moved with me with her pussy right over my face and a great view of her ass. Grace got right next to me, face to face, and kissed me, tasting her first pussy other than her own. "That's not bad at all. It's extra delicious on your lips, Tiger. My Nasty Boy."

"My Dirty Girl" I moaned as I felt Bethany's lips slide over my dick, taking me all the way in until I felt her around the base and her breath coming through her nose on my balls. I hated to admit it, but she could take me a little deeper than Gracie could. In response I started licking at her lips near her clit and Grace, a little nervous again, tentatively placed her tongue over Bethany's wet hole. She licked slowly, getting used to the tangy taste and springy texture and soon she was going at it enthusiastically, licking away at Bethany's tasty cunt. Bethany was quivering all over, her thighs and ass especially, and she was moaning all over my dick as she sucked and licked. I figured despite her being a lesbian, she had more than her share of cocks because she sucked me with plenty of confidence.

After a few minutes like that, Bethany said, breathlessly, "Grace, honey, why don't you stretch out on the bed for me? I'd love to taste you, my dear, while Henry puts his cock to good use. Just don't cum inside me. Can you handle that, Henry, dear?"

"I'll be good, I promise" I said with a devilish smile and a wink.

"I'm sure you will" the sexy redhead said with a wink of her own. She kissed Grace as my love moved into place, resting her head on a couple of pillows, spread out gloriously naked for both of us to enjoy. I know I've mentioned plenty of times how beautiful Grace was, but when she was hot, like she was then, she looked her very best. Her color was flushed and the expression on her face was pure joy. She was enjoying herself completely and that made me feel great. I mean, there was little doubt I'd enjoy being with two women, right? I'd done it once before, but that was a very different circumstance, something I deeply regretted and always would. This was much more fun, and Grace was having a great time. So was Bethany.

Bethany crawled up the bed to where Grace was waiting, her toned, brown legs splayed apart and her pussy calling to the older, sensuous woman. Bethany took a moment to enjoy the sight of Grace's perfect body, lush curves and sexy smile. Then she started kissing her on her lower tummy, that area that is so sensitive for most of us when we're aroused. As I knew well, Grace was ultra sensitive there and just that first contact had her writhing. Soon Bethany was licking a short wet trail down to Grace's pubic hair, then through her thatch to where that delicious pussy awaited.

I was watching from behind Bethany's upturned ass, slender and creamy white, an incredible contrast to Grace's rich brown skin. As she dove into that sweet pussy, Grace groaned and arched her back off the bed, her motion beyond her control. Bethany, unsurprisingly, was an expert at going down on a woman. I thought if she was anywhere as good at cunnilingus as she was at fellatio, Grace was in big trouble.

Evidently, Bethany was an expert. Grace was moving around like crazy, her hips undulating uncontrollably and her breathing ragged as she reached for the headboard above her. I was a little jealous, seeing my love react so powerfully to the oral play from someone else but I knew a lot of it had to do with the kinkiness of the situation as well as being taken care of by a woman with many years of experience.

And that woman wanted to get fucked. She was moving her ass back and forth in a way that was a clear invitation to me. Just to be sure and respectful, I said "Bethany, are you sure? You can change your mind if you want."

She stopped her tonguing of Grace's cunt to answer. "Henry, I'm sure. Come and show me what you can do. I haven't had a good fuck in a long time." That was it. I moved closer to her, rubbed the head of my cock all over her lips, heightening our arousal. Grace gave me a lusty smile, the final bit of encouragement and permission I needed. Bethany never stopped using her mouth and tongue on Grace as I entered her surprisingly tight pussy, never missed a beat. Her two fingers were all the way inside Grace as my cock filled her and she gripped me. The woman must have been doing exercises because she could squeeze my cock like she was 19.

I held still inside her; I had learned from Grace that, at the beginning, this was something that women might like a lot. Grace sure did, and Bethany did too. I just let my cock twitch the way Grace loved feeling and Bethany moved her hips around in circles, clockwise and then counter, as she grunted in lust. I started moving slowly, pulling back, thrusting in, using all my self control to keep from just fucking her like kid who had plenty of desire with no experience. She deserved to be treated right, like I would with Grace.

Speaking of Grace, her one hand kept reaching up for the headboard, while her other hand was grasping at Bethany's head, twisting her fingers in the thick red locks. She was moaning and squirming as Bethany kept her on the edge but wouldn't let her cum. So I did the same to Bethany. I went from giving her a slow screw to a faster, harder fuck. Then, when I sensed her getting close, I slowed things down. We were working to try to all cum close together, and we were approaching that point.

Since I was in the dominant position, I took control and fucked Bethany hard and steady. She pushed back into my thrusts, groaning out loud "You're such a great fuck, Henry. Don't stop, so close!" She attacked Grace's clit with her tongue and Grace grabbed her head with both hands, fucking Bethany's face with her own deep thrusts. We were all covered in sweat, making animal noises. I could feel my balls getting tight as my urge to cum was approaching. I had to get Bethany off before I came because I promised not to cum inside her pussy. I pounded away, my hips smacking her ass, doing my best to distract my attention enough to stay hard and not cum.

Grace was first. Bethany was lashing her clit with her wicked tongue and my love howled in a wild orgasm, writhing all over the bed. Bethany, to her credit, didn't let up, even with her own climax coming. She tightened around my cock, grabbing with her incredible inner muscles, and moaned into Grace's pussy as she let go herself. Her moans brought Grace to a second, gentler orgasm before she just relaxed her entire body and Bethany also fell forward, sliding off my wet, red cock. I was on my knees, aching hard, and my partners were embracing and taking deep breaths.

Grace spoke up first. "Tiger, that looks so uncomfortable. Come here to me. Let your Dirty Girl take care of that lovely dick."

"Hey, don't leave me out" Bethany said, still a little short of breath. "Henry, you were absolutely wonderful, and like a true Southern Gentleman, you kept your word. You lay down right between us and we'll make you feel so good."

I got between the two sexy women, one who was a skilled and passionate beautiful older woman and the one who I hoped would one day be my wife. I made myself comfortable as both ladies kissed down my body, sucking my nipples and biting my skin softly. Their fingers were in my chest hair, playing with me, making my cock jump without any direct contact. That didn't last; soon they were on either side of my cock, licking me again, this time with the strong flavor of Bethany's pussy on it. Both licked at my shaft for a while when Bethany whispered in Grace's ear. I couldn't hear what she said but after Grace looked at her with an upraised eyebrow, Bethany said "Trust me, he'll love it." She held onto the base of my cock as she licked playfully at my glans only, then Grace joined her. They both concentrated their attention only on that small area just under the tip of my cock, touching nowhere else, and I thought I would lose my mind. The sensation of two tongues working on the center of my pleasure was just wild and my hips were spasming almost uncontrollably.

I was gasping, groaning, yelping, close to the point of a massive climax when Bethany pushed my legs back, exposing my ass, and she pushed her finger in, wet and fast and I came just about as hard as I ever came before. Thick spurts of semen leapt from my cock, splattering all over my chest and tummy. Grace properly finished me by jerking my cock with her hand, getting some of it on her palm and fingers. It was a shattering climax.