Mark and Nichole Pt. 03

A man had never gone down on her before. She closed her eyes and let him do his job. When his tongue touched her pussy, she jumped. The intense pleasure was more than she expected. He nuzzled her outer lips, then licked along them. His tongue pushed past them, to her inner ones. He kissed, massaged, and sucked them. His tongue paused at her entrance and then continued on, to lick around her sensitive clit. Her large clit had become quite engorged. He circled around it over and over and heard her moan in appreciation. Sharon was thrilled with what he was doing and started breathing deeply. She reached down and spread her lips further apart. Mark squeezed his lips around her clit and flicked it with his tongue.

She squirmed around and pushed herself closer to Mark. He licked directly over her clit with his hard, flattened tongue. Sharon's body tensed, and she screamed, "Yes!" and grabbed him by his long hair. She squeezed her eyes shut and shoved her pussy into his face as he sucked her hooded flesh into his mouth. Mark knew she was close.

Nichole couldn't take it anymore. It was now or never, and she wanted it now. She nervously crawled onto the bed next to Sharon, lowered her head, and sucked her nipple. Sharon's eyes flew open and saw Nichole, a woman, attached to her breast. She thought it should shock her, but she just couldn't care about it right now. Her eyes closed again. It didn't matter whether her pleasure came from a man or woman; one person or two. Her mind was immersed in the intense sensations she felt, and her desire for release. She could think later. Her feelings now, in this moment, were all she cared about.

With Mark sucking her clit, and Nichole licking and kissing her tits, she felt dazed and confused. She never had feelings this overpowering. She had a tongue on her pussy and one on her nipple. Two hands held her hips. Another hand held a breast and one was on her tummy. Her own hands were stretching her pussy lips wide open for Mark. Pressure was building inside her. Mark sucked her clit all the way into his mouth, squeezing it hard between his teeth, covered by his lips. Sharon lost it and screamed. Her thighs squeezed Mark's head, and her back arched. She grabbed Nichole's hair and pulled her face into her tit as her muscles contracted.

Images she had last week of this moment raced through her brain. This was so much better than anything she had imagined. So many tongues and hands were on her. Mark was still sucking on her clit as her pleasure continued to consume her. She didn't know where; or when; or who she was, nor did she care. She lived in the world of this orgasm and wanted to stay here forever. As that world slowly faded, she found herself in Mark's bed between him and Nichole. They were both gently stroking her hair and body.

"I think she's back," Nichole said, smiling at Mark. Sharon still could not move or talk and had no desire to. Four hands were stroking her. She could stay like this forever.

As Sharon recovered, she said in a daze, "Oh god, Mark. That felt...indescribable. You're the first man to go down on me. It was unbelievable. Anytime you want to do that, just ask. And you Nichole, you have the softest lips. I've never felt so good. Thank you. Thank you."

Nichole smiled and said, "We're far from done," and gave her a peck on the cheek. "Look, Mark's still hard."

Sharon saw Mark's hard cock, standing just above his abdomen. She climbed on and straddled Mark's chest. Slowly, she worked her way down his body, kissing his neck, collarbone, and then nipples. She rubbed her pussy on his hard cock pressed between them, stimulating her clit. She could feel her heartbeat in her clit, and Mark's in his cock. Her wetness was all over him. Pulling her hips forward and then pushing back, made Mark's cock slip into her. She moaned at her feeling of fullness and continued sliding up and down his shaft. This is what she needed. A big, stiff cock, filling her completely. She prayed, he wouldn't come too soon. She wanted him in her for a long time.

Watching them, Nichole became increasingly aroused. Sharon looked so beautiful sitting on her boyfriend, silhouetted by the flickering candlelight. Those perfect little tits made her mouth water, along with getting her wet in other places. Sharon moved back and forth on Mark's chest. Nicole caught glimpses of his engorged member sliding in and out of her swollen pussy.

Sharon sat up on Mark's cock with her hands on his chest, taking him deeper. She looked at his face and saw him staring at her tits as they bounced on her chest. He liked her tits, and that made her proud. Sharon leaned back and put one hand on his thigh. The other hand pinched her nipple. Her tits were pulled tight across her chest. They were on display for him. She rode up and down on his cock. He was hitting a new spot that felt glorious.

Without being aware of it, Nichole started stroking herself. She had a perfect view of her man's cock sliding in and out of her beautiful friend's pussy. As she was touching her clit, Sharon turned her head towards her and smiled. Sharon bounced harder and faster on Mark's cock as she saw her friend stroking herself.

Watching Nichole play, was adding to the pleasure of Mark's cock in her. She had heard Nichole through the thin walls of their dorm room making herself come before. Listening to her, helped Sharon come some nights. Now, she was seeing it, too. Her fingers dug into Mark's chest while watching Nichole playing with herself. Mark slipped his hand down and put his thumb on Sharon's clit. Each time she dropped down on his shaft, his thumb put pressure on it. Her speed increased. She looked over at Nichole. Her legs were wide open. She was shoving two fingers in her pussy and pinching her nipple. That was more than Sharon could take.

Her head flew back, and her body went tense as her second orgasm hit her. She lay down on Mark's chest. He kept thrusting into her to prolong her orgasm. She jerked again as a second wave hit her. Her pussy became so sensitive that she had to raise her hips off Mark. She collapsed beside him.

Nichole pressed on her clit as she saw Sharon come. This was not just two people having sex. It's two people she knew and loved having sex, live, right in front of her. Her friend and her boyfriend. Exposing her sex completely, she wanted them to watch. Her finger rubbed harder up and down her slit and worked her clit hard. She let out a little moan, knowing that this would never be enough for her. She plunged one then two fingers inside, but it was still not enough. Sure, it would be OK for a quickie when she was alone, but the scene in front of her was taking her to a new level of arousal.

It wasn't until Sharon had moved off of him, that Mark saw what Nichole was doing, her eyes closed. He'd never seen a woman masturbate and was mesmerized. He and Sharon moved onto their sides and watched. Nichole raised one hand and tugged hard on a nipple. Mark pinched Sharon's nipple and pulled on it while sucking on her earlobe. Sharon was moaning softly. Mark wedged his hardening cock between Sharon's legs. He slipped easily along her lips. Sharon held Mark against her still pulsing clit, as he thrust between her legs. Mark thrust harder, sliding his cock along Sharon's slit. Her hand forced his cock against her soaking wet pussy, hitting her clit with every stroke. Mark moved faster and pulled Sharon's nipple harder. Sharon was making a loud, staccato, grunting noise, in time to Mark's movements. She pushed Mark's cock harder against her.

Nichole opened her eyes and saw them watching and moving with her. Sharon reached over and pulled Nichole's nipple. She screamed as her orgasm overcame her. Seeing that, Mark lost control and rammed himself between Sharon's legs. He came with such force that the first spurt hit Nichole, a foot away, and the rest landed on Sharon's clit and hand. Sharon furiously rubbed his cum on her clit and came again shrieking, squeezing him between her legs.

"That was the hottest thing I've ever seen," Mark said.

"Me too," panted Sharon.

"I can't believe I did that in front of you two." Nichole managed to say.

They all lay on their backs on the bed, trying to catch their breath and cool off. Nichole got up on her elbow next to Sharon, and idly used her finger to trace in the sweat, and sex all over her body.

Sharon closed her eyes, relishing Nichole's touch. "It feels so good when you touch me." Nichole's finger ran around her breast and over her tummy, almost to her clit. She wrote her name on her tummy. She traced over Sharon's face and mouth. Sharon caught her finger between her lips and sucked on it like a small cock, tonguing the tip. Nichole's finger continued working on her while Sharon rested.

Her play was not relaxing Sharon, it was arousing her. Mark looked at Nichole and thought, is this really going to happen? Are Nichole and Sharon going to have sex together? In front of me? He had no idea how he felt about it, but he'd worry about that later. Now, it was turning his cock into a steel rod.

Nichole leaned over and kissed Sharon on her mouth. Sharon startled. She opened her eyes and saw that it was Nichole kissing her. Sharon had never thought about sex with a woman, but the sex tonight had expanded her mind. She knew there was more to explore.

She wondered was it would feel like to have Nichole lick her pussy. Nichole's kiss felt so soft and passionate and right. She thought, what the hell, you only live once, and closed her eyes again. She gladly accepted and returned Nichole's kiss.

When Mark realized what was happening, he knew he was in heaven. His girlfriend was passionately kissing her roommate. He'd never seen two girls kiss, other than a peck on the cheek. This was what you read about in Penthouse Forum letters.

Nichole looked at Sharon's hard nipples and couldn't resist them. She sucked one nipple into her mouth and squeezed on the other. Sharon arched her back, pushing her chest harder against Nichole's lips. It felt so sexy and naughty. They both loved it.

Nichole got close to Sharon's ear and whispered, "Remember the story I told you?"

"How could I forget?" Sharon whispered. "You drove me nuts all week walking around our place naked. You have a very sexy body. I'd never even considered sex with a woman until this week. I've been so horny. After we kissed, I wanted to throw you on the couch. When I was in bed, I thought about sex with you. I almost got up to slide into bed with you, but I was scared. I wondered what your pussy would taste like."

"Do you want to find out?" Nichole whimpered.

"Yes," Sharon said.

Nichole rolled on her back and spread her legs. She gasped when Sharon's hand caressed her breast and pinched one of her nipples. Sharon's hand was soon replaced by her lips as her hand slid down her body and touched her wet folds.

"You've been doing all the giving and none of the receiving," Sharon said. Nichole gasped as Sharon rubbed her pussy lips and clit.

"I've never had any interest in girls." Nichole screeched as she felt a finger invade her.

"How about now?" Sharon said as she rubbed around Nichole's clit.

"I'm not sure." Nichole said, her voice shaking.

"Should I stop playing down there?" She pinched her clit on the word "there."

"You stop and I'll kill you!" Nichole said.

"What if I stop until I can get my mouth down there?"

"That would be OK. Yes, please do that."

"I've never done this, but I remember what Mark did to me."

Sharon moved between Nichole's legs and gently licked her pussy, unsure of herself. Nichole was extremely wet, and her taste and smell were intoxicating. Sharon ran her tongue against Nichole's lips and found her entrance. She pushed her tongue in as deep as it could go. Nichole moaned as she had a small orgasm. My god, she thought, could Sharon be as good at this as Mark?

Finding her clit, Sharon sucked it hard and flicked it with her tongue, making Nichole squeal. Nichole was so sensitive at this point that she thought a strong breeze would make her come. Nichole bent her legs, spread them as far as they would go and pulled them toward her chest, spreading herself open as Sharon continued feasting on her pussy. She added a third finger and plunged them deep into her vagina while she sucked on her clit. A rolling orgasm began in Nichole and continued as Sharon licked and finger-fucked her. She finally couldn't take it anymore and grabbed Sharon's head, dragging it up to her big, soft, breasts. She held her there tightly as her orgasm faded.

Barely able to catch her breath, Nichole asked, "Did you like how my pussy tasted?"

Sharon kissed her and said, "That's what you taste like, and I love your taste. Your breasts were soft and warm when you pressed my head against them. You made me feel safe." Sharon said.

Nichole started laughing and said, "God, I love sex!" We both laughed with her.

Mark had been stroking himself as he watched Sharon eat Nichole. In their state, he wasn't sure the girls were aware of his presents.

Sharon looked at Mark and his stiff cock. She wanted to pleasure this wonderful man. He had shown her so much and given her such mind-blowing orgasms. She moved next to him and gave him a long passionate kiss. Pushing him down on the bed, she propped up his head with a couple of pillows to give him a good view of what was coming. She knew how much men loved to watch while getting a blowjob. She spread his legs and kissed the insides of his thighs while looking up into his eyes.

"I believe that I was going to do something to you before we were interrupted," she said. Nichole watched in fascination as Sharon became a seductress. She crawled between his legs and licked him from his anus to his balls while keeping eye contact. Sharon took his balls in one of her hands and gently rolled them together, causing Mark to whimper. Sucking each one into her mouth, she swirled her tongue around them. Mark was in heaven. Nichole was watching intently. Mark was certainly under her spell, but so was Nichole.

Sharon smoothly slid up to his cock and swirled her tongue around the head. She flicked her tongue on the most sensitive part, on the underside below the head. Her mouth enveloped the head and slid down his shaft. "Mark, does this feel good? Do you like my little mouth sliding down your big cock? I want to fuck you with my mouth. Is that OK?" Mark could only whimper and nod.

Nichole watched, wondering how much of him she could take. Her question was soon answered. She watched Sharon slip half of Mark's cock into her mouth. She pulled herself off and then the whole thing disappeared down her throat. His balls were against his chin, her nose was in his pubes. She pulled off of him, still looking into his eyes. "Did you like that?" She plunged all the way back down again. Nichole lay beside him and reached over to play with his balls.

Sharon pulled off of him again and asked, "Would you like Nichole to play, too? She has incredibly soft lips. I've been kissing them."

Mark said, "Yes, please."

"You want two girls to suck your cock?" She blew cool air over his wet shaft, then licked it again.

Mark whimpered and nodded.

Sharon wasn't sure where this was coming from. Some inner temptress? The only thing she'd ever said before during sex was, "Ouch, you're on my hair." Now she was teasing Mark into madness, and was loving it. His brain was on tilt. He was putty in her hands.

She licked his cock from base to tip. "Nichole, would you like to share with me?"

Nichole held his balls and suck his head into her mouth, and he moaned.

"Oh, he liked that. I bet we could make him come real fast, but what fun would that be? How long do you think we can play before he comes?"

Nichole said, "Five minutes?"

"It's going to be hard to wait five minutes to taste his cum."

Sharon licked him under his balls and then ran her tongue around his anus.

"I love to see it this hard. Look how purple the head is." Nichole sucked his cock into her mouth and bobbed up and down a few times.

Nichole put her lips on the side of his cock, kissing and licking up and down its length. "Join me."

Sharon put her lips on the other side, and they kissed and licked up and down, touching their lips together, playing with each other's tongues. At the top, Nichole put his head into her mouth.

Nichole had never tried to deepthroat before, but she wanted to go for it. She ran her tongue around his head and then tried to swallow the whole thing. She gagged with most of it down.

"When we get home, I'll show you how to control that pesky gag reflex," Sharon said. "Once that's under control, he'll slide right into your throat." She swallowed him all at once.

The girls took turns sucking Mark. Working together, they ran their mouths up and down the outside of his shaft. Their lips touching, like his cock was preventing them from kissing each other. Mark was moaning and babbling. They drove him insane by licking up his shaft while looking at his face with their big eyes. Mark was ready to explode. His hips were thrusting up, his knuckles were white from squeezing the sheets in his fists, and he seemed to swell even more.

"I'm going to come."

Nichole said, "Finish him off."

Sharon swallowed him and moved up and down his shaft, slowly increasing the speed and pressure on Mark's cock. Mark was thrusting up higher and higher.

Sharon sucked him all the way down, and Mark shot his load deep into Sharon's throat. She swallowed every drop, looking proud of her skills.

Sharon and Nichole continued to suck on him until he was clean.

"He may be down for a little while. We may have broken him," Nichole said, giggling. She leaned over and kissed Sharon. Nichole pushed Sharon on her back and continued to kiss her. They could taste Mark's cum in each other's mouths. Nichole's lips wandered to Sharon's ear.

"Sharon, I haven't tasted you yet," Nichole whispered.

"I know. Do you want to?" Sharon whimpered.

"Yes. Are you more interested in girls now? I'm very interested in your perky titties. They look so tasty with those hard nipples." Nichole said.

Sharon almost screamed when Nichole cupped her breast in her hand and pinch one of her nipples. Nichole was fascinated by how firm they were and was a little jealous. She would love not to need to wear a bra all the time. Sharon would look great in those little t-shirts that just covered the bottom of her tits, her hard nipples showing. She licked the nipples of each and squeezed them to feel their firmness.

As she sucked Sharon's nipples, her hand ran down to Sharon's cute little pussy. She cupped her whole vulva in her hand and pushed a finger into her very wet entrance. Sharon closed her eyes and moaned. Nichole pulled out her wet finger and rubbed the wetness on Sharon's nipple and lapped it off. Sharon was breathing hard and purring. Nichole moved in between Sharon's legs. Her mouth was on Sharon's pussy and her ass was in the air. She ran her tongue along Sharon's slit from the bottom to her clit and stayed there, savoring her smell and flavor. She formed her tongue into a hard point and circled around and around Sharon's clit. Sharon was bucking her hips, trying to get more contact. Nichole flicked her tongue as fast as she could on Sharon's sensitive bud. She was getting close.

Although Mark had just come, watching Nichole's ass in the air as she ate Sharon's pussy made him ready for more. His cock was so swollen it hurt. He needed relief again. Nichole's ass sticking up gave him the chance to get back into this threesome. Sharon saw him move behind Nichole and touched her hips. She knew he was going to take her from behind. Nichole would be between the two of them. They made eye contact, and they smiled at each other.

Nichole wiggled her bottom at Mark. He took his cock and rubbed it up and down her soaking pussy, before shoving into her in one thrust. She groaned, sending vibrations into Sharon's clit, making her moan. They were all connected. They started moving as one. As he pumped into Nichole, she was forced harder into Sharon's pussy, pushing her closer to the edge. Nichole pushed her tongue as far as she could into Sharon. Her upper lip pressed against her clit. As Mark pumped into Nichole, her tongue went in and out of Sharon's pussy, and her lip pressed against her clit. Nichole was fucking her with her mouth and Mark was fucking both of them at the same time.