Girl on Girl Power

Megan gave a squeal of startlement and broke her kiss with Kim. Brandon pulled back, concerned. "Was that wrong?" he asked.

Kim smiled and shook her head. "No, that was a happy noise," she said. Then she pushed Megan to propel her chest back into Brandon's waiting mouth. More happy squeals followed as he sucked on first one breast and then the other one.

Kim slid around to the side so she could kiss Megan properly. She reveled in the feel of Megan's urgent tongue diving into her mouth. Soon Megan was pulling at Kim's shirt, so she broke the kiss to remove it. Then she worked her own bra off as the two of them stared into each other's eyes over Brandon's head as he continued to lick Megan's nipples. Once the bra was discarded, she leaned back up to resume kissing Megan and felt the blonde girl's hands caressing her own breasts. Moans and quiet sucking sounds drifted along with the music. The wetness in Kim's pussy was continuing to grow, and she wondered just how long she could keep up this foreplay without one of them exploding.

In the end, it was Kim who gave out first. Pulling back from Megan's hungry mouth, she gasped for air and said, "Is the bedroom back that way?" When Brandon affirmed it was, she got up saying, "Let's go then".

Kim helped Megan to her feet and led her by the hand down the short hallway to the bedroom. There was a full-size bed centered on the wall, with a dresser on the close side away from the window. No headboard or footboard, but the bed's head was against the wall and piled with pillows. This'll do Kim thought.

Turning to Megan, she kissed her and reached down to unsnap her jeans. "Ready to get naked?" she asked, unzipping Megan as she did so. Megan nodded, giggling, and soon they were working industriously to strip each other.

Brandon came into the room to find them mostly finished with this process. Kim pulled down the covers as she indicated he should strip as well, then yanked Megan onto the bed with her as the girl struggled to remove her last remaining sock. With a yelp from Megan they fell into a pile. Brandon stared at them and absent-mindedly tried to disrobe as the girls launched into a passionate embrace. Kim ran her hands all over Megan's naked body as they kissed. "I've been looking forward to this all week," she managed to get out around Megan's hungry mouth.

Kim took control, laying Megan on her back and leaning into the embrace. Her hand roamed freely over Megan's breasts, tweaking the nipples as the girl moaned encouragement. Seeing Brandon had mostly finished stripping, she gestured for him to lay down on the other side of Megan. Unable to contain herself any longer, she then slid her hand down between Megan's legs. Megan was already wet, and she groaned in approval into Kim's mouth as Kim started running her hand up and down along her pussy.

Brandon stretched out naked next to Megan. Kim spared a quick look at his crotch. He was mostly hard, his cock circumsized and curving slightly as it emerged from a tangle of red pubic hair. That'll do too, thought Kim. She hadn't been with a guy in several months, and she felt a thrill of excitement at the prospect of feeling Brandon's dick inside her. But that was for later.

She was pleased to see he didn't need any direction, but immediately used his hand to caress Megan's far breast while he locked onto the near one with his mouth. With her mouth still locked to Kim's, she could only let out noises of encouragement, but they were quite clear. This was the first time she'd had two mouths and two sets of hands on her. Her approval was evident.

Kim started fingering Megan's clit more aggressively. She bore down on it and rubbed in circles with her fingers for a bit, then went back to stroking it. Alternating like this made Megan start hunching back into her hand. When she seemed to be getting close to climax, Kim inserted her middle finger into Megan's pussy and started using the thumb to rub the clit at the same time.

Kim watched Megan's eyes flutter as her orgasm approached. She crooked her finger slightly to press against the inside of Megan's clit as she slid it in and out of her pussy. Megan was gasping and thrusting her hips back into Kim's hand. Her mouth hung open, unable to focus on kissing back, but still Kim leaned in to gently lick Megan's lips and teeth. Below her, Brandon was running his tongue around one nipple while his fingers teased the other one.

When Megan came, she cried out and pulled each of their heads to her with one hand. Brandon's mouth was crushed into her breast, while Kim found her face buried in Megan's blonde curls as the girl bucked against her hand. She kept plunging her fingers in Megan's snatch as they grew wetter. Megan's legs were scrambling for purchase on the bed, and Kim trapped one with her own leg to hold the girl down.

Kim got almost as much pleasure out of making someone else climax as she did when she came herself. She felt proundly happy to be finger fucking Megan into such a quivering ball of joy. Pushing her face deeper into Megan's hair, she found her neck and started giving it languorous licks. It tasted of sweat and lemon body-wash. Megan's cries, the wet sloshing of her fingers in the girls spasming pussy, and the sound of music from the other room combined into a song of pure joy. She could do this forever.

Megan, however, could not. As she started to come down, she grabbed Kim's hand. "Too much," Megan panted. "Oh god, just hold still for a sec". Kim obligingly held her hand steady, but she kept gently licking Megan's neck. Once she had her breathing under control, Megan pulled Kim's face up into a loving kiss. Kim lifted her hand to drape it across Megan. Brandon did the same from the other side, till Megan was cocooned between them in post-orgasmic bliss.

They lay like this for a little while. Kim was eager to get on to more things, but she knew Megan liked to be cuddled for a while after coming and was prepared to wait. She was also happy to see the other two gently kissing each other as well as her. She'd been concerned that Megan might only focus her attention on her, but her fears were unfounded. The girl was embracing this threesome to the fullest.

In fact, it was Megan who eventually moved them along. "Your turn now," Megan said, pushing Kim onto her back. She glanced over her shoulder and told Brandon, "Switch sides. Go get her," she added, grinning. Kim was amazed how quickly Megan was taking to this. She lay back and relaxed, ready to be the center of attention for a while.

Megan leaned down and gave Kim a deep, eager kiss. Her hands roamed over Kim's large breasts. Weeks of practice helped her find just the right motions to get Kim's motor running. Kim closed her eyes and basked in the feeling as she felt the bed shift from Brandon getting up.

To her surprise, Brandon climbed back on the bed between her legs. He gently pushed them apart with his hands, then lay down to put his face just above her waiting mound. She felt a tingle of excitement as he placed gentle kisses around her thighs and pubic hair, circling in until he kissed directly on her lips. He slid his tongue out then, probing into her depths and starting a slow process of eating her out. She moaned in approval.

Megan now started sucking on Kim's breasts and watching Brandon. After a bit, Kim closed her eyes and relaxed in the sensation of their mouths on her body. They both worked her over for several minutes, pushing her arousal higher with each nibble and lick. Even when Megan got up she didn't look at first. Only after a moment when she didn't feel Megan's mouth return did she open her eyes to see where the other girl had gotten to.

Brandon had his hips turned to the side and Megan was down at the foot of the bed with his cock in her mouth. Kim couldn't believe what she was seeing. Megan always let Kim take the lead when they were together, and Kim had decided she was just a very passive lover. But this new aggressive side of her was a huge turn on for Kim. She watched with fascination as Megan gave Brandon an enthusiastic blowjob. She was awkwardly perched on the end of the bed with her head turned to the side, but she seemed to be enjoying herself immensely.

Kim pushed Brandon's mouth away. "Get up here and lie down," she said, patting the bed as she sat up. He did so, laying on his back in the center of the bed. Kim swung one leg over him so she was facing the foot of the bed, then scooted back till her pussy was over his mouth. "This okay?" she asked. Brandon grunted assent as his mouth latched onto her clit and his hands pulled her hips down onto him.

Kim took a moment to shiver with the sensation of Brandon's tongue, then she leaned down to meet his straining cock. She took it in her mouth and gave it several wet pumps. Megan had crawled up between his legs and the girls locked eyes. Kim lifted her head off his shaft and flicked it toward Megan with her tongue, grinning. Megan grinned back and slid her mouth down it.

Now that's a great view, Kim thought as she watched Megan blow Brandon. She'd always been a voyeur, and being able to watch this from close up was really getting her going. Well, that and the feel of Brandon's tongue on her clit. He had latched onto it and was stroking it in a steady rhythm. She spread her legs further apart to give him better access and started humping into his face.

When Megan switched from sucking Brandon's cock to running her mouth down the base of it Kim leaned forward and sucked the head into her mouth. They took turns from there, passing the wet shaft between them like a shared lollipop. Drops of pre-cum would emerge only to be licked up by whoever was closest. Between this and the delightful sensations of his mouth on her snatch, Kim soon started to come.

Kim ground herself into Brandon's face as she came, his dick now forgotten as it waved in front of her face. Even Megan stopped sucking on it to watch with a huge smile as Kim shook and moaned. Then she leaned forward to cover Kim's mouth with her own and kiss her passionately. Waves of pleasure passed through Kim as she lay there suspended between two delightful tongues.

When her ograsm passed, Kim smiled at the grinning Megan. Megan was pumping Brandon's cock with her hand now. He was emitting some plaintive squeals as he lapped up the juices flowing from Kim's pussy.

"That looked like a good one," said Megan.

Kim laughed. "That was a great one. What do you think - should we return the favor?" she asked.

Megan let go of Brandon's cock with a guilty look. "Actually..." she said heistantly, "I kinda want to fuck him. Is that okay?"

Again Kim was surprised by Megan's aggressiveness. Surprised but delighted. "It's more than fine with me. And I doubt he would object".

"Mounf Mphud Mm Me," concurred Brandon, his voice emerging from under Kim.

With a laugh, Kim swung her leg over him to kneel on the bed. She waved for him to get up, then stopped him with a "Hold on," and took a moment to give him a deep kiss of thanks. His breathing was still labored from his efforts and he tasted of her pussy. Kim reveled in the taste and ran her fingers through his hair as she held his mouth to hers. After a minute she released him, saying "OK, now get up".

Brandon climbed unsteady to his feet by the bed. Kim piled up several pillows against the wall, then lay back against them with her legs spread wide. Patting her thighs, she gestured for Megan to lay back against her. When the girl had done so, she wrapped her arms around her chest and used her feet to nudge Megan's legs apart. "Your turn to be on top," she said to Brandon. He was staring at the tableau of them laying back against each other with a greedy look, his hard cock pointing toward them like a dog that had found the bird.

Brandon climbed on the bed, but to Kim's surprise he straddled Megan completely so that his dick was level with Kim's mouth. She licked her lips as he leaned forward, then took it into her mouth. This wasn't exactly what she'd meant by "on top", but she enjoyed the sensation of him sliding it in and out over her tongue.

After a few strokes, Kim leaned back to release him. "I meant lower down," she clarified with a grin.

Brandon put on an innocent expression and backed up a bit to lower his cock till it was in line with Megan's face. She practically leapt forward to inhale it, and Kim watched as he slowly fucked Megan's mouth for a minute.

This was fun, but not what Megan had requested. "Keep going lower," Kim clarified, regretfully. Brandon pulled back from Megan, who leaned out to keep her mouth on his dick as long as possible. When it came out with an audible pop, she leaned back into Kim's arms. Kim wrapped her arms around to hold each of Megan's breasts in a palm while Brandon got down on his knees and lined himself up with Megan's waiting entrance.

Brandon slid his cock inside of Megan and began a series of slow strokes. She moaned in Kim's arms, leaning her head back and grabbing the outside of Kim's thighs with her hands. Kim had the sudden memory of riding on a log flume. Having Megan leaning back between her legs felt much like that, though instead of rapids the jostling was caused by Brandon's increasingly forceful thrusts. She had to stifle a laugh at the thought of a ride operator suddenly being presented with this picture.

And what a picture it was. Brandon had settled into a pattern of pulling almost all the way out then driving his cock back into Megan. Kim stared at his dick disappearing into her pussy on every thrust. It was even better than watching it going into her mouth earlier, and Kim felt like she was getting almost as much out of it as Megan was. She teased Megan's nipples, causing girl to moan even louder. It wouldn't take too long for her to reach a climax at this rate.

But it looked like Brandon was going to get there first. Not surprising, considering all the teasing the girls had done to him before. He had a look of concentration on his sweating face that indicated he was doing all he could to hold back his orgasm. Kim reached down with one hand to finger Megan's clit and see if she could get them to both go off at once.

"Oh my god," said Megan. She bucked back into Kim's hand, getting closer to her limit.

"I'm going to come!" said Brandon, his restraint gone. After a few more strokes he shifted his body as he briefly lost balance, and on the next thrust his penis missed entirely and ran up into Kim's hand.

By reflex Kim placed her hand over Brandon's member and pressed it into Megan's mound. This made a little pocket between her palm and Megan's pussy, and the head of Brandon's cock would slide over Megan's clit on every stroke. He kept pounding, beyond the point where he could stop. Ropey, white streams of cum shot out on each thrust. Most flew up to land on Megan's belly, but some coated the inside of Kim's wrist. All through it, Megan kept hunching back into them and spreading her legs as wide as possible to get maximum pressure on her clit.

Eventually Brandon fell forward onto his hands to brace himself above them. "Sorry about that," he said, breathing heavily and dripping sweat. "I kinda lost my balance there".

"It's all good," assured Kim. "That was really fun". Megan continued to writhe happily in her lap. After a moment Brandon got up and stepped out of the room, to return with a warm and wet washcloth. Kim dabbed her arm clean, and then did the same to Megan's stomach. "You didn't come yet, did you?" she asked Megan.

Megan groaned. "Almost but not quite," she confirmed. She still had her legs spread out wide as she lounged against Kim.

"Well we can't have that," said Brandon. With a smile he got down between her legs and gave a long, slow lick up the length of her slit. Megan sucked in her breath and mewled as he started tenderly licking and sucking at her swollen pussy lips.

Kim watched all of this, idly fondling Megan's nipples and getting more and more aroused. She and Megan hadn't progressed to oral sex yet, so she hadn't had a chance to sample the fun Brandon was having. Megan wrapped her legs around him until her heels rested on his back. She ran her hands through his hair and ground back into his eager mouth. Kim leaned forward to inhale the smell of Megan's hair and thought about what it would be like to be in that position herself.

Finally she couldn't resist. She leaned down to Megan's ear and whispered, "Would it be okay if I did that to you?"

"You want to go down on me, do you?" Megan moaned in response.

Kim flicked her ear with her tongue. "Very much," she confirmed. "Do you want me to?"

"Very, very much," Megan agreed. She tilted her head back and they kissed tenderly for a minute. When Kim pulled away, Megan was smoldering with desire. "Please make me come, Kim," she said.

Barely able to contain herself, Kim got up and laid Megan back with her head on a pillow. Then she slowly climbed down to where Brandon was industriously licking at Megan's clit and labia. Megan lifted her legs off of him and Kim tapped him on the shoulder. He looked up in a question. "Time to switch," she said with a smile.

Brandon gave Megan's snatch one last kiss goodbye, then started to get up. But Kim impulsively stopped him and pulled him into a kiss. So it was that the first taste she got of Megan was through Brandon's mouth. The taste of his kisses from before was now blended with a sweet tang from her. Kim kissed him deep and long, enjoying the taste and driving her anticipation even higher.

When they broke their kiss, Brandon climbed up to lie beside Megan and kiss her in turn. Kim slowly maneuvered herself between Megan's legs and got comfortable. Staring with lust at her wet and waiting sex she licked her lips, slid her arms up under Megan's legs, and leaned forward to give one long lick from the base all the way up past her clit. Megan moaned approval through her kiss.

Kim got to work eating Megan out in earnest. The best part wasn't the sweet taste. It wasn't the smell of arousal. It wasn't the feel of her heels on her back, or the soft and wet sensation of her clit on her tongue. The best part was the way Megan writhed and ground back into Kim's mouth. It was the way her arousal would climb higher as Kim tried one thing after another, probing to find the things that would bring Megan the most pleasure.

She enjoyed looking up to see the joy in Megan's face. She was laying back now, eyes closed and mouth agape. One hand was on Kim's head, and the other was stroking Brandon's cock. He was watching Kim with a lustful stare. It must have been turning him on a lot, because he was already hard despite coming not long before. "That's really hot," he said.

Kim smiled briefly and winked at him, then returned to Megan's waiting mound. She felt the bed shift as he got up, then after a moment felt his hands on her hips. She lifted them up in response and felt him climbing on the bed behind her, spreading her legs out with his knees. Her excited anticipation was rewarded when he slid his dick into her pussy from behind. Soon he was fucking her with slow, steady thrusts.

Megan was getting close to her climax, and Kim focused on sucking her clit. Every thrust from Brandon would push her forward, and she worked that rhythm into her mouth. She felt completely enveloped - Megan's snatch in front, Brandon's dick behind, and both of their legs and arms alongside her. Best seat in the house, she thought with joy.

Megan started to come then, pulling Kim's face into her with both hands. Kim focused on keeping her mouth locked on Megan's clit as she thrashed on the bed. She was crying out something, but her thighs were covering Kim's ears so she couldn't make out the words. Brandon was fucking her faster now, too - adding to the bouncing and making it delightfully difficult to stay focused on what she was doing. Megan's climax lasted for a surprisingly long time, no doubt from the long build-up she'd had since the earlier fingering.