Late Night Fun

I walked over to the bed and climbed on, placing my lips on Jessie's neck. I replicated the neck kisses she gave me in the chemistry lab. Hearing her gasp as I licked, sucked, and drew swirls on her neck made my nipples even more erect. After blowing the finally cool kiss, I moved down to her freckled breasts and teased her light tan nipples with my tongue. I flicked my tongue back and forth on one as I toyed with her other between my fingers. She placed her hand on my head and gently pushed on it letting me know she was ready for my tongue. As I moved lower, I placed soft kisses down her toned stomach until I got to her soft pussy lips. I enjoyed kissing these even more than the ones I was kissing earlier. I placed a gentle kiss on her hood and then proceeded to place more on her outer and inner lips.

"Fuck! Please stop teasing," Jessie begged.

When I looked up, I saw her moistening her fingertips with her saliva and then pinching and twisting her nipples as she watched me intently. I eagerly obliged. I wrapped my arms around her thighs and dove in. I licked her clit and inner fold, up and down, curving the tip of my tongue with each completed line. I stiffened my tongue and stuck it into her wet pussy, tongue fucking her to match her movements. I removed my tongue and took her clit into my mouth and drew circles around it, pulling her hips in closer each time she tried to run away from the ecstasy.

I felt the bed shift and herd her moans become muffled. When I lifted my head, I saw Lacey kissing Jessie deeply. She removed one of Jessie's hands from her own breast and placed it on hers, while replacing Jessie's hand with her own. I stopped licking and placed my finger on Jessie's clit and continued my circular motions so that I could really take in the view. Jessie's moans were becoming harder to muffle as Lacey expertly played with her. Just as I was moving to play with my own soaking pussy, Lacey reminded me to keep sucking. She moved her mouth down to Jessie's stiff nipples licking and pinching them as I continued to suck on Jessie's clit. I slid two of my fingers in, pumping faster and faster to match my ever-quickening tongue motions. Between Lacey and I, we elicited moans from Jessie like none I'd ever heard before. The primal urging and aching that the moans revealed, switched on a part of me that had never been that horny and eager to fuck before. Jessie came intensely, as evidenced by my lips and chin dripping from her juices.

"Why don't we give her a little time to recover," Lacey said as she inched over closer to me.

"Sure, that sounds like a--," before I could finish my sentence Lacey kissed me.

"Mmm, Jessie does taste divine," Lacey stated before continuing our kiss.

She was a master. She guided my hands to her waist and drew me in closer. She nibbled my bottom lip then slid her tongue in my mouth and dominated me as her tongue and mine interlaced. She raised onto her knees as she placed her hands in my hair. Our nipples grazed against each other on and off gently as we moved in closer to one another. With our bodies pressed together, I couldn't help myself. I caressed every inch of her body I could reach. I cupped and squeezed her plump ass and the inner back of her thighs. She leaned in more and then pushed me on the bed so that I was flat on my back.

"I've tasted Jessie on your lips, now I want to know how you taste from the source, and after seeing her reaction to your tongue I'm more than a little curious," Lacey said seductively.

She brushed her wet fold on my mound before standing up and walking over me until she reached my head. With both her legs on opposite sides of me, she turned around, and lowered herself slowly onto my face. Once her pussy lips were on mine, she lowered her chest. She gripped my thighs and separated them, placing her face in between them. She made the first move and took my clit into her mouth while sliding her fingers into my pussy. Lacey alternated between drawing zigzags and figure "8s" with her tongue on my clit while she "come hithered" my G-spot. I tried replicating her movements, but she was an expert. Half the time I ended up moaning into her delectable cunt as she expertly played with my body. Unable to keep up, I stiffened my tongue inside her and let her ride it.

She gyrated on my tongue, fucking herself with it. As she was getting closer to coming, I grabbed her ass and forced her to go deeper, refusing to let her move away. She bucked more and moved her hips in circles all while moaning my name into me. We both seemed to be nearing the edge. As we both whimpered in our growing ecstasy, another joined our sexy symphony. Jessie had been playing with herself watching us 69 and was fingerfucking herself to the view of our feast. After giving each other a mouthful, we all crawled to the head of the bed and cuddled together, Jessie and I on either side of Lacey.

"That was AMAZING!" Jessie exclaimed.

"It really was," I agreed.

"Why are you two speaking as if we're done," Lacey asked.

"I mean we all came, I figured mission accomplished," I replied.

"No no. We aren't finished yet. We still have a toy to play with," Lacey replied.

"I don't think I have anything left in me," Jessie said.

"You'll find the energy, trust me," Lacey teased.

To say my interest wasn't piqued would be a lie. Jessie and I both looked on as Lacey crawled off the bed and went under it to pull out a medium-sized chest. She unlocked it and pulled out a purple, veiny double-ended dildo. We both gasped. It was about 16 inches long and 1.5 inches thick. She looked at it and then the both of us and asked if we were still too tired.

"No," we responded in unison.

"Good. I had a feeling," she said as she smirked, "I want you two to use this on each other."

I didn't know about Jessie, but I had never used one of these before and I was beyond excited to try it out! Not wanting to let another second pass with having that toy inside me, I moved over to Jessie's side of the bed. She looked up at me with eager eyes and parted her legs.

"Kelly, I want us to fuck each other with this hard. I wanna feel your pussy lips against mine," Jessie implored.

I had never experienced her be that sincere before, and I was more than happy to oblige. As she laid on her back, I moved in closer between her legs and teased her opening with the head of the dildo. I moved it around as I slid it in her slick juices, nudging her clit and then pushing that purple pleasure pole in an inch before pulling it out and repeating. As her moans grew louder, I thrusted the dildo into her wet fold and fucked her with it for a few strokes. I slowed to a stop to adjust myself in preparation for taking as much of the dildo as I had just been pumping into Jessie. I lifted one of my legs over hers and placed the other under her thigh. Jessie helped me position the opposite head at my entrance and drove it into me. Fuck this felt so good!

As we found our rhythm, we thrusted our hips towards each other in and out slowly taking in more until we were both filled to the brim. Our lips pressed against each other, slick with the mixing of our juices. I love penetration and I love pussy and getting the two at the same time gave me a sense of (not so) pure paradise. Jessie gripped my hips and I laid a hand on her lower stomach to help stabilize ourselves. We were riding each other hard with this dildo, speeding up as we ascended to our climax.

"Fuck this pussy baby"

"Oh, fuck yes"

"Ahh, yea, ugggh"

As our pleasure-filled howls filled the room, I looked over and saw Lacey sucking on Jessie's tits. I kept stroking to what had to be the sexiest fucking thing I'd ever seen before. This really was the perfect night. I never thought anything could top the gym, but I was wrong. We both gripped tighter and put our pumping into overdrive. I came so hard. I raised myself up from the dildo, juices dripping, leaving it still inside Jessie. I laid down on the bed to catch my breath. Lacey was still licking and playing with Jessie's breasts while she gripped the newly vacant end of the dildo and fucked her with it. When it seemed she couldn't hold out to any longer, Lacey went between Jessie's legs and replaced her hand with her pussy to grip our dildo. Jessie sat up so that she was propping herself up by her hands as Lacey copied that position. They each placed one of their legs over the other and the other under. When they were angled correctly, they held onto each other knees and proceeded to thrust towards each other. I wasn't quite ready to participate, but I didn't mean I couldn't enjoy the view. I slowly caressed all over my body with my fingertips watching as Jessie and Lacey's lips parted as they moaned to match each stroke. Between the sounds of their moans and sounds their wet cunts made while being fucked by each other via that dildo, I knew it wouldn't be long before I was ready to fuck some more.

"Fuck me Jessie," Lacey cried as she pushed into her further.

"Yes, right there Lacey. Fuck this pussy just like that," Jessie replied. "You're go-go-gonna make me cuum," Jessie squeaked out as she drove deeper into Lacey.

After a few more deep pumps, she collapsed onto the bed, thoroughly spent. By this point, I was rearing to go once more and from the look in Lacey's eyes she was more than willing as well.

"For the number of times that I've admired and fantasized about touching your breasts in the gym showers, I haven't paid enough attention to them tonight and that is a crime," I admitted to Lacey.

"Really," she asked, genuinely shocked.

"Oh, absolutely. They're fucking perfect." I leaned in to twirl a ringlet of her hair which had long since come out of her top knot. "I used to think I always stared at them because I wished mine looked like yours, but after I fucked Jessie last month, I realized it was more than that. I wanted them in my hands and in my mouth. I wanted to feel your nipples hardening against my tongue as you moaned my name."

"Wait, you've fucked Jessie before?"

"Yea, once. Late night at the gym. It wasn't planned. Up until tonight, it was the hottest fucking thing I'd ever done." I continued, "With your permission, of course, I'd like to ride you with the dildo inside of us. I want to see your tits bouncing while we fuck each other."

"U-um yes, tha-that's fine, permission granted," Lacey stammered.

"Great," I replied as I moved closer.

I took both of her breasts in my hand and played with her rose-pink buds, rotating the tips of my thumbs in circular motions. I leaned over and replaced my left hand with my tongue and continued the same movements. I sucked and nibbled her rigid nipple as I guided my hand down her stomach, onto the dildo and slowly stroked it in and out of her. Her moans became louder as her hips moved to match my strokes. I squeezed her hip and gently nudged her so she laid flat on her back. While still playing and pinching her nipple, I reached down with my dildo-occupied hand and slid it into my slick fold. I sat up as I took each inch in, feeling the ridges deep inside. I took Lacey's hands and placed them on my hips. Moistening my fingertips with my saliva, I went back to playing with her nipples as I rode her. Seeing her close her eyes and hearing her whimpers while watching her enjoy this made my pussy throb even more.

After, a few more of my strokes, she opened her eyes, almost like a woman possessed. She raised her once flat legs and planted her feet firmly on the bed. She lifted her hips which lifted mine as well, and started thrusting upwards. She railed me so hard! As she plowed into me, I just had to play with myself. I had one hand on my clit and the other pinching my nipple. Watching her tits bounce and shake as she thrusted into me deeply was mesmerizing. I didn't know how much more of it I could take before I was a creaming mess. As if reading my mind, Lacey lowered us down and told me to get on all fours. She withdrew our toy from me and allowed me to change positions. With my back arched, she slipped it back into me and continued to pound me with the same ferocity as before. She reached and pulled my hair so she could get more leverage.

"You like it when I fuck you like that don't you."

"Ahhh, yess!"

"Fuuucckk!"

"Don't stop, please!"

"That's right, keep begging for it."

"Fuck me, yes, just like that"

"Ughh fuck, this feels so good"

"More, fuck this pussy harder"

"Throw it back. Yes, just like that"

"Fuck, I'm com-"

"Me too, fuck I'm gonna come!"

I throw it back harder once more as she pushed in deeper. We both reached our peak and climaxed together. We crawled under the covers and joined Jessie, who was fingering herself. With Lacey and I on either side of her, we each sucked on her breast while caressing her stomach and inner thighs.

"Oh, yes, I'm so close. Fuck!" Jessie exclaimed.

We continued to play with her body as she drew nearer and nearer to her orgasm. She began to buck more and more as she came. After, Jessie and Lacey switched positions so that Lacey could be in the middle of us. We snuggled up closer to one another as we each fell into a deep sleep. I mean who wouldn't after the night we just had? As I drifted off to sleep, I remembered Lacy said she had the house for the whole weekend and wondered if the three of us could extend our sleepover to last the whole weekend. I'm sure we can think of a few more ways to fuck each other.