Is She Smiling at Me? Pt. 12

By the time I had gotten my fill of worshipping Alex's pert breasts and firm nipples, Liz had stripped out of her clothes and slid onto the floor between Alyssa's legs. She looked so damn hot down on her knees with her black bra struggling to contain her substantial breasts, her excitement obvious as her cock strained against the confines of her matching thong. I realized Alex was watching the display as well, and I shot her a quick grin as we watched Liz tug at Alyssa's jeans, taking her panties along with them as she pulled the clothing down over the older woman's shapely legs. The sweet and musky smell of Ally's arousal wafted up to my nostrils, reaching deep into my brain and thrilling me to the core. Liz was grinning happily, a playful gleam in her big doe eyes as she bit her lower lip and leaned in closer to Alyssa's sex, placing soft kisses up the insides of her thighs.

"Don't tease me, you little slut, I know you want to taste that pussy." Ally hissed, grabbing Liz by the back of her head and pulling the petite beauty into her crotch.

Liz let out a sharp gasp, cut short and muffled as Alyssa forced her face into her pussy while Alex and I chuckled at the interaction. Ally was well aware of Liz's submissive nature and knew just how to play her to get the desired effect. To wit; Liz dove in greedily, moaning as she began to devour the older woman in earnest. Alyssa let out a wavering moan, writhing against Liz's face as she held her firmly in place. Alex and I watched for a moment, petting and kissing each other intermittently until she slid from my lap and sunk to her knees before me, taking my aching cock in her warm, wet mouth.

Moaning at the sensation of Alex's skilled lips and tongue on me, I looked back and forth between her and Liz, my arousal piquing at the erotic display. With her face buried between Alyssa's smooth, supple labia and her cute little nose just grazing the neat landing strip of dark pubic hair on Ally's mound, Liz noticed me watching her and flashed a playful wink at me before turning her attention back to the task at hand. I couldn't help but smile until the tightness of Alex's throat stretched over me, stealing my attention and forcing a gasp from my lips as she took me all the way into her mouth. Alyssa squirmed closer to me, looking at me hungrily past half-closed eyelids, and leaned in for a kiss. We made out, kissing and moaning into each other's mouths while Alex and Liz lavished us with pleasure.

"You are the luckiest son of a bitch on the planet." She said between gasps and moans.

"You don't have to tell me." I moaned, looking down to see both girls staring back up at me with smiles in their eyes.

The girls continued for a while, Alex bobbing up and down the length of my cock while Liz ate Alyssa's pussy until Alex insisted that they switch places. They crawled over each other, pausing to kiss passionately before they took up their new positions. Liz moved to take me in her mouth but I stopped her, the wet sheen of sex fluids coating her cheeks and chin titillating me as I leaned in to kiss her. The taste and smell of Alyssa on her mouth and face were intoxicating and I could hardly wait for my turn to devour Ally's delectable pussy. Liz giggled happily when I broke off the kiss and pushed her down on my cock until I was completely buried in her tight throat.

If I thought watching Liz eating Alyssa out was arousing, a new word would need to be invented for the sense of excitement at watching Alex do it. The redheaded goddess ate pussy like it was to be her last meal, diving in with a ravenous hunger as her face pressed into Ally's smooth flesh, making her cry out in ecstasy. Not to be outdone, Liz began making long strokes across the entire length of my throbbing member, pausing at the hilt to snake her tongue out and lap at my balls before sliding back up again.

It wasn't long before Alyssa began to quiver and shake. She lifted her legs over Alex's freckled shoulders and grabbed her by the back of her head, pulling her deeper into her mound while she moaned loudly, bucking into Alex's face with unbridled vigor. Letting out a loud cry, Alyssa came violently under Alex's ministrations. A look of delicious torment contorted her pretty face as she tensed, the whole couch vibrating while she trembled and writhed under the force of her orgasm.

"Holy shit..." She panted breathlessly while Alex emitted a muffled giggle, still pressed firmly into her sex.

"Mmm..." Alex purred, wiping her chin with the back of her hand as she straightened up on her knees, "You taste so fucking good."

Alex wasted no time shimmying out of her panties, her big, uncut cock standing firm and proud before her. The smooth, pink head of her cock peeked out through the exquisite sheath of her pale foreskin, glistening wetly with precum as it waved back and forth through the air while she edged closer to Alyssa's pussy. Liz had pulled off my cock to watch, stroking me sensually and gasping with excitement when Alex lined herself up and slipped into Ally, moaning softly as she disappeared inside her.

"Come here, baby," I instructed Liz, reaching down to lift her onto my lap for a better view.

When the petite brunette had settled into my lap, I unhooked her bra and pulled her damp thong to the side, liberating her turgid cock. A thick string of her precum fell against me as I wrapped my hand around both of our throbbing organs, stroking us until we were coated with her juices. Liz whimpered at my touch; her big, sparkling eyes firmly fixed on the erotic display next to us as she watched our lover fuck our friend.

Alex plunged into Alyssa with steadily increasing fervor, filling the air with the alluring aroma of dripping wet pussy. They grunted and moaned the soundtrack of their shared pleasure while Liz and I looked on, drinking in the sights, smells, and sounds of their sex. After several minutes, I noticed a fine misting of perspiration accumulating on Alex's chest and shoulders as she fucked Ally energetically, each deep thrust producing a sharp cry from the exotic beauty.

"Liz, sweetie, let Matt up. He's probably dying for a taste of this." Alex said with a sultry grin.

"Hell yes, I am." I grinned.

Liz crawled off my lap and rolled to the side as Alex withdrew from Alyssa, her rigid cock shining in a sheen of fluids.

"Mmm! It's a good day to be me." Ally grinned as I slid down between her legs, earning a giggle from the girls.

As I drew near, I felt my heart rate accelerate, my excitement mounting at the sight of Alyssa's pussy. It was absolutely beautiful; the slight swells of her smooth outer labia bracketing the delicate wings of her inner lips, a pool of her wetness collecting in the folds of her entrance, threatening to spill over and run down to her asshole. I inhaled her scent as I dove in hungrily, relishing the taste and feel of her juices as they coated my mouth and delighting in her gasp as I slipped my tongue deep inside her.

"Oh god..." She moaned as I ate her greedily, trying to gather as much of her fluids as I could.

While I devoured Alyssa, I felt Alex's hands on my butt, spreading me open just as her soft, warm tongue feathered against my hole. I moaned into Ally's pussy, shuddering at the sensation of Alex's tongue pushing firmly into my ass. Liz squirmed closer to Alyssa, grinning and giggling excitedly as she watched Alex eating me, and me eating Alyssa. My girlfriend's strong tongue probing and lapping at my asshole thrilled me terribly, inciting a desperate need for more. I needed to feel Alex inside me.

"Alex, fuck me, baby?" I pleaded, glancing over my shoulder at her.

She pulled away from me with a smile, delivering a playful slap to my ass, "You bet."

There was a shuffling behind me as I went back to my task, kissing and licking Alyssa's clit, feeling her writhe and buck against my face, smearing her wetness against me. Moments later, I felt the cool sensation of lube being applied to me, followed by slender fingers pushing past my sphincter and sliding inside with ease. I moaned again as Alex tickled my prostate teasingly, sending a wave of pleasure through me before she withdrew.

"You ready for my cock, baby?" Alex's sultry voice inquired.

"Hm-hmm!" I hummed emphatically.

Her glans pressed into me as I opened for her, forgetting about the warm pussy against my face while I tried to concentrate on my breathing. The pressure against my hole built steadily as I accepted Alex into my body, stretching over her substantial member as she entered me. Finally, I felt her slip inside, accompanied by a slight bolt of pain, prompting a muffled grunt from my lips. Alex went slow, letting me adjust while she pushed the rest of her considerable length inside me, overwhelming me with feelings of warmth, fullness, and pleasure.

"He looks so fucking hot with her cock in his ass," Alyssa said to Liz as the two stared down at me.

"He does, doesn't he?" Liz giggled with an amused smile.

I began to smile sheepishly as I looked up at the two beautiful women watching me, but Alex grabbed my hips and drove herself directly into my prostate, making me cry out in ecstasy. Three separate giggles reacted to my yelp as Alex pumped into me at a moderate pace, moaning her own pleasured sounds. I turned my attention back to Alyssa's pussy, now considerably distracted by the big cock pistoning through my bowels. Under the circumstances, it was difficult to maintain focus on pleasuring Ally, but thankfully she was sopping wet. The taste and smell of her juices saturated my senses and helped to hold my attention; each lap of her pussy a fresh reward for my efforts.

Soon, Alex was fucking me vigorously, plowing through my insides and driving my face into Ally's cunt with each thrust. I was in heaven, totally immersed in the decadent pleasures offered to me by Alyssa's delicious pussy and Alex's throbbing cock. Somehow, despite it all, I managed to make Ally cum a second time. She pulled me into her firmly and ground her sex against my face with reckless abandon, crying out in ecstasy while Alex tried to match her energy, nearly sending me over the edge as well while she pounded away at my pleasure gland.

"Come here, sexy," Alyssa said to me after the fireworks had subsided, "I want to ride that cock."

Alex took the cue and made one final forceful thrust into my ass, giggling mischievously at the ensuing whimper that escaped my lips before she pulled out of me. I was left with that familiar sense of emptiness when her big cock slipped out of my body; a haunting, hollow sensation of being somehow incomplete. Fortunately, I was afforded no time to dwell on it. Alyssa shifted over to make room for me as I crawled onto the couch and sat next to Liz. Before I knew it, Ally had straddled me and sunk down on my turgid member. I moaned as I disappeared into the silky warmth of her tight pussy, delighting in the feel of her sliding down my length until she came to rest on my lap with a contented sigh.

Liz had been watched with rapt attention, letting out an excited gasp as Alyssa's cunt swallowed my cock. The sound drew my attention and I saw her smiling brightly, arousal heavy in her big doe eyes as she watched us. I pulled Liz in for a kiss when Ally started riding me, the lips of her pussy hugging my shaft as she bounced up and down on me while I made out with my beautiful young girlfriend.

Without warning, Liz's lips pulled away from mine with an excited giggle. Alex had grabbed her by the thighs and yanked her lower on the couch, pushing her knees up to her chest as she dove face-first into Liz's cute little ass. The younger woman gasped and moaned as the older woman ate her out with ravenous hunger, emitting her own muffled moans from between Liz's cheeks.

"I need your cock so bad, baby, please fuck me..." Liz pleaded.

"Mmm..." Alex hummed a happy sound, licking a long trail over her balls and up the length of her stiff cock, a strand of glistening precum connecting her chin to Liz's glans, "Tell me how much you want it."

"Oh god, Alex..." Liz shuddered, her voice heavy with desperation, "Please? I need you inside me. Your cock -Ah!"

Liz interrupted herself with a sharp gasp, her mouth and eyes opening wide as Alex pushed her dick into her tiny body. Alyssa and I laughed at the exchange as the expression on Liz's face softened, going from surprised to pleasured as Alex slid deep inside her and began pumping away. I turned my attention back to Ally, watching her bountiful tits bob with her movements as she rode me energetically.

Ecstatic moans, cries, and whimpers filled the room, an erotic orchestra of carnal delight as I fucked Alyssa and Alex fucked Liz. After some time, Ally leaned down to Liz, kissing her deeply as the petite beauty rocked back and forth against the cushion with each impact of Alex's pelvis against her ass.

"Can I borrow your girl here, cutey?" Ally asked her when her lips pulled away from Liz's, nodding her head towards Alex.

"Uh... I guess." Liz groaned, reluctant to give up the cock buried inside her.

"Sorry, baby," Alyssa chuckled, "I really want these two filling both my holes right now."

Alex giggled and grinned mischievously, a loud clap ensuing as she slapped Ally's butt.

"You get my ass though," Ally looked back at me, "Alex is too big, I don't know how you cock sluts do it."

I laughed at her comment, "I'm never going to complain about fucking your ass, Ally."

There was some shuffling around as we rearranged ourselves; I got out of the way so Alex could take a seat on the couch, watching while Alyssa mounted her lap and guided her throbbing cock towards the dripping wet slit of her pussy. She lowered herself onto the gorgeous redhead, her pussy spreading wide as it accepted Alex's girthy member. With a grin, Liz handed me the bottle of lube and giggled cutely, biting her finger as she sat back to watch the show. I coated my dick in the slippery fluid and pushed Alyssa down by the shoulder, exposing the cute little knot of her asshole as I lined myself up and entered her slowly. Ally cried out as I penetrated the tight ring of her sphincter, pressing on until I was buried deep in her ass with my balls resting against Alex's.

When Alex and I started pumping away, I could feel her cock moving through the thin wall of velvety tissue that separated us, adding another dimension to the rapturous pleasure I was experiencing. Alyssa was moaning and mewling loudly by the time we hit our stride, each of us pounding away at our assigned hole vigorously. Liz looked on in awe --and maybe a little jealousy-- absentmindedly playing with her hard cock as we gave Ally our best effort. Looking over Alyssa's shoulder at Alex, I could sense that she was approaching orgasm; her pretty face a mask of pleasure as we mercilessly fucked the beautiful woman sandwiched between us.

Alyssa was practically screaming when she came for the third time of the evening, her body shaking as I felt her contract against my cock, her tight ass gripping me firmly as I plowed through her. It must have been too much for Alex to bear because she let go, crying out as her own climax rumbled through her, her eyes squeezed tightly shut and her face flushing as her body expressed the ecstasy it was processing. Through Ally's ass, I felt her cock twitch and pulse as it dumped its massive load deep inside the pussy that enveloped it. As the girls' orgasms subsided, I slowed my pace until I was making soft, gentle thrusts into Ally.

"Holy fuck, that was amazing!" Alyssa panted breathlessly.

"Yeah, it was!" Alex concurred with a giggle, making a sharp thrust deep into her friend and earning a surprised yelp.

"Good. Now I need you to do something for me," I said, pulling Ally upright and reaching around her front, one hand kneading her tits and the other drifting down over her abdomen.

"Hm-hmm?" She moaned as I diddled the fleshy little nub of her clit.

"Sit on my face so I can eat Alex's load out of you." I purred into her ear.

"God, you are such a pervert." She chuckled, writhing at my touch, "I love it."

Pulling out of her tight ass slowly, we both let out a moan as I slipped out of her. I positioned myself laying across the cushions with my head near Alex's legs. Alyssa gave Alex a quick, deep kiss before she rose from her lap and crawled over me, affording me a momentary view of her freshly fucked pussy and a thick gob of semen already oozing out of her as she came down on my mouth. Eager to receive her, I licked the cum from her soft folds with a broad stroke of my tongue, shuddering at the flavor and texture as it coated my mouth. Alex's load mixed with Ally's juices was like tasting divinity, and I lapped at her greedily while she leaked the contents of her pussy onto my tongue.

My field of view was taken up by Alyssa's smooth stomach, the bright, sparkling piece of jewelry that dangled from her cute belly button, and her substantial breasts heaving as she moaned and bucked against my face. As such, I couldn't see who had just mounted me, but Liz's delighted gasp gave it away as I felt a tight hole swallow my throbbing cock and immediately begin bouncing energetically. In my long history of sordid carnal experiences, eating my girlfriend's cum out of my friend's pussy while my other girlfriend rode my cock like her life depended on it was definitely one for the highlight reel.

I wasn't sure how much longer I could hold on, but when Alyssa grabbed a fistful of my hair and began grinding herself against me manically while Liz's ecstatic noises approached their climactic peak, I knew I wouldn't have to. All three of us came at the same time; a crescendo of moans, cries, and whimpers as I exploded deep inside Liz, Ally's contractions forced another flood of Alex's seed against my tongue, and Liz's warm load sprayed over my chest and stomach. I came so hard that it was only after my orgasm began to subside that I realized I had squeezed my eyes tightly shut and my ears had popped. I swallowed the mouthful of cum and pussy juice cocktail that had helped push me over the edge and wiggled away from Alyssa's smothering folds, gasping for breath.

"Wow!" Liz giggled adorably, still rocking gently on my throbbing cock.

"Holy shit..." Alyssa expressed her gratification as she dismounted, rolling away from me and falling into a seated position next to Alex.

"Kill me now," I groaned, "So I can die like this."

The girls all giggled at my remark and Liz leaned down to kiss me, pausing to lick the wetness that had been smeared around my lips and chin before shoving her tongue into my mouth passionately. I hugged her tight as we kissed, feeling her cum squish against our bodies, each of us moaning softly as our tongues danced and entwined until Liz straightened up once more, my slowly softening cock still nestled in her warm ass.

"I can feel your heartbeat." Liz giggled again, looking down at me with a brilliant smile.

"That was really fuckin' hot," Alex said with an amused grin on her face. She had been watching the final act of the performance from where she sat at the far end of the couch.

"Okay..." Alyssa said, stifling a yawn as she stretched and leaned against Alex, "Fuck, I'm tired all of the sudden. Who wants the first shift in the shower?"

I looked up at Liz, who shrugged back at me.

"You two go ahead, I don't think Liz is in hurry to get off me." I chuckled.

Alex and Ally left us to go get cleaned up, giggling as they disappeared into the bathroom while Liz and I stayed right where we were, basking in quiet contentment. The petite beauty remained seated on my lap until my dick went completely flaccid and slipped out of her, unable to overcome the resistance of her sphincter any longer. She let out a disappointed groan as I fell from her ass, adjusting herself so she could lay next to me with her head on my chest. We kissed and petted adoringly as we cuddled, waiting for our turn to use the shower.