Is She Smiling at Me? Pt. 02

"I'm serious," I replied though I couldn't help but grin. I'd walked into that one and she wasn't going to let it slide.

"I don't want you to interfere either," Liz said shooting me a warm smile. "But I'm pretty sure I want you to be part of it."

I didn't respond. Her answer hadn't explained anything and I was in unfamiliar territory. We were quiet for a bit while I pondered my situation. There was much about the dynamic at work here that I didn't understand, but I guessed ultimately only time would answer my questions. It was either stick around and see what happens or walk away now. I was not inclined towards the latter, excited and curious as I was about the potential of this situation moving forward. The sex had been incredible, but I felt happy and comfortable with the girls; they were warm and fun and they both liked me. What kind of fool would want to walk away from that? But I was also conscious of the promise I had made Alex in the shower, and I would honor my word if asked. I sighed involuntarily, a manifestation of my uncertainty. Liz picked up on my vibes and reached over to take my hand in hers, giving it a reassuring squeeze as she beamed at me from behind her dark sunglasses.

I changed the subject, and we were soon laughing and flirting like before. Liz's bubbly personality was not to be mistaken for vapidness; she was witty and sharp, keeping me on my toes while we talked. My concerns quickly dissolved as I realized the chemistry we seemed to share when we met at the bar the night before had indeed been real. I was having fun. Eventually, we pulled up in front of my apartment building, Liz parking the car and opening the door. It hadn't occurred to me until this moment that she would want to come up and see my apartment, and I realized it wasn't exactly in a condition to receive visitors. Nothing to do about it now, I led her through the door and into the elevator, pressing the button for my floor.

Liz and I stepped into my apartment, and though not a train wreck, I was less than proud of the clothes on the desk and empty Guinness cans I had neglected to take out. She didn't care, kicking off her shoes and immediately snooping around at my collection of books and eclectic decor. It was a single man's apartment, definitely lacking the polish and refinement of a woman's touch, but nothing particularly embarrassing.

Liz followed me into the bedroom where I fished a backpack out of the closet and turned towards the dresser. She stopped me, pressing her petite body against me, and stood on her toes to reach up and kiss me. I wrapped my arms around her, pulling her close as I kissed her back, feeling her desire as our tongues rolled around together in our mouths. Taking a step back, she sat on my bed and ran one foot up the inside of my leg, grazing my bulge before sprawling out on the mattress and flashing a sexy, come-hither look.

"Liz..." I had to fight my overwhelming desire to crawl on top of her and let nature take its course. "I don't know if we should be messing around here without Alex. Is that kosher?"

"You think she didn't know we would when we left together?" She replied, looking unbearably enticing.

It hadn't occurred to me, but I supposed that Alex probably did think that. Which made me kind of sad for her, assuming Liz and I would be off fucking without her and letting us go anyway. Maybe I was projecting, but I knew at that moment I couldn't act on my urges; it just didn't feel right.

"Liz, listen, I can't. I don't fully understand the dynamic of what we're getting into here, but I really like both of you girls, and I don't want to fuck this up. Alex is nervous as it is, I need her to feel like she can trust me if this is going to be a thing. Are their rules to something like this? I don't want to do anything that would upset her or you for that matter, and it kind of feels like right now it's going to be one or the other..." I realized I was rambling and trailed off awkwardly.

If it was possible to look elated and disappointed at the same time, that was the look Liz wore on her face. She sat up, her big bright eyes twinkling at me with adoration, but she had a pouty look on her lips. I felt like an idiot turning down the cutest girl I'd ever met, but at the same time, I felt it was the right thing to do.

"You're probably right." She said, her pout shifting into that illuminating smile that was becoming the trademark of my mental image of her. "You're a good man, Matt."

"Yeah, I keep hearing that," I muttered as I turned back to the dresser, a part of me kicking myself for passing on the opportunity.

I changed in front of Liz, earning a sexy growl and a giggle, and stuffed a change of clothes and a stick of deodorant into the backpack. She didn't seem at all bothered by my rejection, which was what I had been worried about; I didn't want her to think it was a commentary on my feelings about her. She bounced to her feet and hugged me warmly when I reached for her hand, putting me at ease. A few minutes later we were back in the car and Liz turned on the radio, pumping out a song I recognized to be whatever soulless flavor of the month was topping the charts these days.

"I almost forget we come from different generations," I said with a laugh.

"Oh, okay grandpa, what kind of music do you listen to?" Liz needled playfully.

"Classic rock, mostly." I shrugged.

"God, how old are you?" She said with a laugh.

"Thirty-four!" I exclaimed defensively. I knew better than to ask a lady her age, but I was curious exactly how young she was. Old enough to be served at a bar was all I knew for sure.

"Twenty-two." She replied matter-of-factly as if she knew what I was thinking.

"Hey," I began, "Since we're on the subject, how old is Alex?"

"Thirty."

"Ah." Mystery solved.

Soon later we pulled into the parking lot of a grocery store and stepped out of the car. It was a warm spring afternoon, though a cool breeze blew through the air. Walking towards the entrance Liz slipped her hand into mine and smiled at me as we made our way through the door. Looking at her, I had another moment of disbelief at my fortune finding myself where I was at this particular time and place, and I sighed contentedly.

"What do you want to eat?" She asked, pulling a shopping cart out of the cue.

"Well, I thought I might cook something for you ladies."

"You can cook?!" She exclaimed, sounding surprised.

"Hell yes, I can cook." I laughed.

"Good, because we can't."

*****

After the grocery store, Liz and I made a stop at a liquor store for wine and beer and headed back to Alex and Liz's place. We left our shoes at the door and carried the bags into the kitchen, finding Alex sitting at the table in front of a laptop, looking sexy as always. She had dressed in a denim miniskirt and a white, button-down blouse. She also wore a new pair of thigh-high socks; deep maroon today, just a few shades darker than her hair, which she'd pinned up in a bun while she worked. She smiled and stood up to greet us, hugging and kissing Liz, and then myself. At that moment I knew I'd made the right decision back at my apartment and I felt proud that I had done right by her.

"Baby, Matt is going to cook for us!" Liz said excitedly, putting the bag from the liquor store on the counter.

"You can cook?!" Alex looked at me, one eyebrow raised.

"Yes, Jesus, why is that so surprising to everyone?" I laughed, putting the groceries next to the liquor store bag.

Liz started putting stuff away in the fridge and I offered to help, but she told me to sit and passed Alex and me each a bottle of beer. I sat down across from Alex and explained what I was making for dinner; chipotle grilled shrimp and a mushroom pasta with bacon, while Liz finished with the groceries. She seemed impressed, but of course, I had cleared the menu with Liz at the store so I didn't expect any aversion. We hung out and drank our beers, talking and laughing as seemed to come naturally to us. The girls were as sharp as they were beautiful and conversing with them was pleasantly stimulating.

When the beers were finished, I told them to go relax, that I had to prepare the marinade for the shrimp early and I'd join them soon. They offered to help but I ushered them out of the kitchen and got to work. All kitchens are basically the same and I quickly figured my way around well enough. Several minutes later I heard one of the girls come back into the room; I glanced over my shoulder to see Alex smiling broadly as she approached me from behind while I chopped chipotle peppers. Her arms slid around my chest and she gave me a big hug from behind.

"What's that for?" I asked with a chuckle.

"Liz just told me what happened at your apartment." She said softly, resting her head against my shoulder.

"Oh," I replied, not sure what else to say on the matter.

"You could have fucked her, you know." Her hands drifted down my stomach.

"It didn't seem right," I answered quietly.

"Well, now you're going to get to fuck me." She whispered into my ear, gently biting my earlobe and cupping my package through my pants.

I dropped the knife on the cutting board and swallowed, immediately aroused, concentration on the task before me dropping to nil. Alex giggled and patted me on the butt, stepping back and opening the fridge for a couple more beers. She flashed me a sultry wink, biting her lower lip, and told me to hurry up, swaying her pert little ass sexily as she walked out of the kitchen. 'That woman is pure evil.' I thought, trying to regain my composure. I was glad to know my decision pleased her, I really wanted to do whatever the hell this was right, and it was working out so far. I tried not to rush as I finished the marinade and poured it over the shrimp, mixing it around and putting the bowl into the fridge.

When I came out of the kitchen, the girls were making out passionately, Liz straddling Alex's lap with her tank top pulled down below her ample breasts while she ground herself against her lover. Alex had her skirt hiked up to her hips and I could see the bulge in her panties as Liz rubbed on her. I smiled and sat down next to Alex, thinking I would just watch the girls go at it for a bit, but Liz leaned over and grabbed me, kissing me desperately. Her hand flew to my belt buckle and pulled it open, unzipping my pants and reaching inside. She jerked my hard cock a few times while we made out before shifting off of Alex and sliding to her knees between her legs. I watched Liz pull down Alex's skirt and panties while she lifted her butt off the couch, her beautiful uncut cock springing up in the air.

Liz was intense; she pushed all the way down on Alex's entire eight inches in one fluid motion, pressing her cute little nose firmly into her lover's bright orange muff. As she held still and I could see her tongue and throat muscles massaging the big dick buried in her throat. Alex moaned in delight and looked at me hungrily, silently mouthing 'pants off.' I took the hint and slid my pants and underwear off, pulling off my shirt for good measure. Alex bit her lower lip as I put an arm around her shoulders and leaned in to kiss her, unbuttoning her shirt with my other hand. She gasped and moaned into my mouth as we kissed passionately, Liz sucking her for all she was worth.

After a few minutes, Liz repositioned between herself my legs and gave me the same treatment; swallowing my cock right to the hilt. I felt her tongue lapping at my balls as her throat worked the entire length of my member, and now it was my turn to emit a muffled moan as my tongue danced with Alex's. I leaned down to kiss Alex's perfect little tits, slipping her shirt over her shoulders and sucking her nipple into my mouth, licking it playfully before moving on to the next. Alex took my head in her hands, gasping as she held me to her breasts. She seemed to really get into having her nipples sucked and nibbled, and I was happy to oblige.

"Bedroom?" Alex asked, panting heavily, pulling me off her tits.

I nodded and laughed happily.

"Liz, let's go, baby," Alex ordered and reached for her hand to help her off her knees.

The girls peeled off what little clothing remained and pulled me down the hall. In the bedroom Alex grabbed me, pressing herself against me firmly and shoving her tongue down my throat. Both the girls had gone wild with lust while I was in the kitchen and I loved it. Alex pushed me down on the bed and crawled between my legs, taking me into her mouth hungrily, sliding up and down on my cock. She pushed herself down on my hard six inches until I felt myself stretching her throat and she bottomed out against my balls. Bouncing her nose and against my short pubes, she fucked her face on my dick until she gagged powerfully and came up with a gasp.

"Baby, I need you to eat my ass for me." She said to Liz, voice dripping with eroticism.

Liz did as she was told and got into position on all fours behind Alex, pushing her face into the pale, sexy little ass. I couldn't see what she was doing, but Alex's face said it all, her eyes and mouth going wide, before closing with a look of pleasure. She swallowed my cock once more, fucking her face against me until she bucked again, gagging on me. But still, she kept deepthroating me as Liz ate out her asshole, coming off my dick with a gasp and just barely catching her breath before diving down again. Several minutes this went on until my cock and balls were a sloppy mess, coated in the thick slime of Alex's throat saliva.

Eventually, Alex crawled up to me, lifting one leg over me and then another so she was straddling my thighs, our smooth balls pressed together. She wrapped a hand around both our cocks and stroked us together, leaning forward to fish a bottle of lube out of the nightstand drawer, pausing momentarily to kiss me. Righting herself, I watched her pour a liberal dollop of lube onto my cock and massage it around with one hand before squirting another glob onto her fingers and reaching behind herself. Liz was behind Alex, watching us like she was mesmerized as I felt Alex line my cock up with her tight little hole. She lowered herself onto me and I felt the resistance against the head of my dick build until I slipped inside her with a pop. Alex winced for a second, but her face quickly softened to a look of pleasure. Her mouth was open and her eyes were closed as her ass swallowed the length of my cock.

"Oh... my... god..." She muttered softly, having come to a rest against my pelvis, my cock buried inside her.

Alex felt incredible, her warm, tight ass squeezing my throbbing dick as I looked up at her perfect body. Her bright green eyes fluttered open and she looked down at me with a smile. At that moment she appeared as the most gorgeous woman in the world, looking angelic as she sat upright on my lap, her cock standing straight out, fully engorged with its sheath of foreskin puckered over the head. Her maroon socks contrasted beautifully with her pale skin, looking sexy as hell coming most of the way up her slender thighs. She started riding me slowly, grinding herself against my pelvis as my cock slid in and out of her.

Liz made an excited squealing noise and came around our side, standing on her knees to kiss Alex passionately. I was in heaven watching them make out while Alex impaled herself faster and harder on my cock, her adorable tits subtly bouncing while she cried out and whimpered in pleasure with each bounce of her ass against my pelvis. Her cock slapped against my stomach as she went up and down on mine and I took her in my hand, stroking her and eliciting another moan of ecstasy.

"Liz, bring your sexy ass over here." I meant it as a suggestion, but I wondered if she took it as an order as she did from Alex.

Either way, I guided her leg over me so her ass was positioned over my face, still facing her lover. I could hear them kissing as I began eating Liz's cute little asshole, broad licks across her backside before narrowing my tongue and pushing it into her. Her hand took over mine stroking Alex's hard cock, and I could sense the girls were jerking each other while Alex bounced on my dick and Liz enjoyed my tongue in her ass. There was a symphony of moans, cries, and whimpers emanating from all three of us as we shared the intensity of our desires with each other. For a moment the passage of time seemed to slip away and all that existed was a universe of warm flesh, ecstatic noises, and pure pleasure.

When Liz crawled off my face, I took the opportunity to push Alex off me and flip her over on her stomach. I pulled her hips off the bed so her back was arched, her asshole winking at me as I positioned my cock at the tight little opening and pushed inside her. Alex gasped as I bottomed out, pressing myself firmly into her taut ass cheeks, and then she cried out as I started pounding her. She was bouncing slightly on the mattress with the force of my thrusts as I fucked her hard and she whimpered loudly. I leaned down her to kiss and nibble her earlobe, and she craned her neck to meet my lips with hers, our tongues dancing together amid grunts and cries as we fucked.

After fucking Alex from behind for a while I could feel I was getting close. I pulled out and flipped her over onto her back so I could see her when I came. She wrapped her long legs around my waist as her ass swallowed my cock once again, her sexy socks felt nice against my skin as her calves grazed my ass. I felt her nails digging into the muscles of my back as she held on to me tightly, fingers tensing when I thrust deep into her. Alex's eyes were rolled back, eyelids fluttering as I fucked her hard, my cock plowing through her body while she whimpered in ecstasy. Liz crawled up next to us, beaming with joy as she kissed us both and reached between us to stroke Alex's cock.

"Ahh!" Alex cried out.

Liz had barely touched her when she exploded, biting her lip and whimpering as I felt her cum spray between us, matting down my chest hair where it landed. I saw a spurt land as high as Alex's neck and I leaned down to hungrily lick the salty cum from her skin, delighting in the taste of her. She was contracting powerfully on my cock as I fucked her, finally sending me over the edge as well. I came just a moment later, slamming into her firmly as I felt my cock pulse a stream of cum into her ass. My thrusts became ragged, jerking as deep as I could into her as my dick erupted and the orgasm rolled over me, crashing down in wave after wave of intense pleasure. As we both came back down, I collapsed against Alex's chest, breathing heavily and feeling the wetness of her cum squish between us, making us slippery where it spread.

"Oh my god." Alex gasped, panting right along with me.

Liz giggled excitedly as we tried to catch our breath. I lifted my head to look at Alex; she was smiling happily at me and she grabbed my head with both hands, kissing me intensely. When we broke it off, we turned to Liz, who looked absolutely giddy. We both laughed at her cuteness and I gave Alex another quick kiss, gently biting her lower lip before I pulled out of her slowly. I laid down on Alex's other side and the three of us cuddled up together, hands softly drifting over each other's bodies. Alex would shudder and twitch randomly, as if an electric current was coursing through her, whimpering adorably at the aftershocks of her orgasm.

"Baby just give us a minute and we'll take of that, okay?" Alex nodded to Liz's stiff cock in between tremors.

"That's okay, watching you two fuck was satisfying enough," Liz responded with a giggle.

"Are you sure?" Alex pressed.

"Mmm-mhm, it's early still, you guys will make it up to me later, right?" She said, batting her eyelashes flirtatiously.

"I promise," I said with a smile, reaching across Alex and giving Liz's hand an affectionate squeeze.