My Friend's Daughter Ch. 03

Lexi had become a lot more relaxed with her third wine cooler. I know she could feel my hardness pressed up against her back. As the movie reached its love scene, I increased my efforts. Using my left hand, I played with one nip first then moved over to the other one. I could see and feel Lexi's breathing increase and a very low breathy sigh escaped her lips as I pinched first one then the other.

She turned her head to the side and rested it against my upper chest, closing her eyes as she did so, as my right hand slid down to the slick lips between her legs. By now she was soaking wet, more so then she had been the night before. My fingers found her clit one again and I stroked over it very slowly and gently.

Lexi started to move her hips slightly with the rythmn of my strokes. When my finger left her clit for lower, her eyes opened. First she looked at the TV, seeing the couple striping their clothes off and heading to the bed. Her eyes then looked to check on her mother and finally turned to me. Lexi raised her hand to cup the back of my head, pulling me down to her lips. Her lips contacted mine in a very intense kiss. Lexi was expressing her passion in the kiss that is for sure.

Wanting to prolong her orgasm, I kept playing with her nips, but just ran my finger up and down the inside of her slick lips, brushing her clit like I had been doing since we started watching the movie. Lexi's tongue pushed it's way into my mouth as her passion she got even hotter. She started to buck her hips against my hand, trying to get my finger in contact with her clit so she could cum. After a few futile minutes of me teasing her, she broke off the kiss and said to me very softly, "Quit teasing me and make me cum."

I didn't respond to her, instead I slid my finger down to her entrance and put the tip just inside of her. This time a audible groan accompanied my finger sliding inside. I used just the tip to tease her entrance. Lexi slid her hand down over mine and tried to push my finger inside her. I resisted her efforts as her hips began to move more.

Finally she said to me, " Please make me cum.", louder then before. And almost loud enough for her mother to hear across the room, if she was listening.

With her words, I pushed my finger inside her as far as I could reach. I held off looking over towards Karen until Lexi closed her eyes. A quick glace brought my eyes in contact with Karen's, proving that she had indeed heard her daughter's comment.

I curled my finger back towards the front, finding Lexi's g-spot easily. I ground the heel of my hand against her hard exposed clit. My left hand pulled on her left nip as I pinched it at the same time. Lexi opened her mouth but nothing came out. Then I felt her body begin to shake. I could feel her pussy tighten up around my finger, then the spasms started. I watched as her belly contracted in time with her pussy and her body shakes intensified.

"Unnnn ung" came out of her mouth as the orgasm worked its way thru her body. I held her as she came, both of my hands still playing with her.

With another cry, a second orgasm hit right on top of the first one. Lexi managed to get her hand down to dislodge my finger from her pussy. I let her stop me from pushing her to a third. I looked over towards Karen. She was sitting back, openly watching us. Lexi locked lips with me, as she pulled my hand up. She broke the kiss, pulled my hand to her mouth and sucked my finger inside her mouth, cleaning her cum from my finger. She opened her eyes to see me watching her. She pulled my clean finger out of her mouth, making a show of it, like she was sucking on my cock which was hard as steel against her back .

"Now its my turn to taste you, " I said, "but I want it directly from the source."

I saw a flash of fear cross her face momentarily covering up her desire. Then her eyes looked towards the computer to see her mom seated on the chair watching us. I didn't give Lexi much time to react as I pushed her up, freeing my leg from behind her. Lexi started to protest by sitting up but that just helped me as I slid off the couch and put my hips between her knees.

"Let me watch you baby girl. I wanna see Daddy make you cum. Let me see Daddy eat you, baby girl." I heard spoken from behind me, moving closer as she spoke.

I moved my mouth down to capture a nipple in my mouth as Karen's words hit her daughter and stunned her for a second. I slid my hand down to her pussy, getting ready for her to protest more.

"Are you sure Mom?" Lexi asked in a little girl voice.

"Yes baby girl." Karen answered back.

I got a gut feeling that Lexi was part being nervous about mom being there and part role playing this. But of course those momentary thoughts didn't stop me from teasing her nipple with my teeth and mouth or my hand from sliding along her wet pussy lips.

Karen sat down on the couch beside Lexi as they both began to watch me use my mouth on Lexi. Since Lexi had given in, I moved my hand away from her pussy, not wanting to overstimulate her too fast. I held her nipple in between my teeth and flicked my tongue over the end before dragging my teeth along it until her nipple popped free. I then did the same thing to her other nipple. Both times I caused her to give a low moan.

Once both of her nips had been sucked hard, I pulled her forward on the couch, so I had complete access to her. I ran my kisses down the valley between her breasts, down her stomach. My goatee and mustache tickled her skin as I traveled down her body. I moved my kisses right down the middle of her womanhood, right over her hard clit, down between her wet lips to the bottom, where her lips met. Then making my tongue as wide as I could, I lick my way back up to the top in one big lick.

Lexi shuddered as my broad tongue licked her clit. I could see her stomach contract as I contacted her hard little button. Next I moved my tongue back down to her entrance and pushed inside, forming my tongue into a U shape. My nose pressed against her button as I began to move my tongue in and out. I could hear her gasping and low moans as I tongue fucked her pussy and my nose rubbed against her clit.

It didn't take but a few minutes before I heard her low moan start to grow louder. Lexi's back arched, her hands moving to my head, pulling me in tighter to her pussy. I could feel her pussy pulse around my tongue, and her clit throb against my nose. Her legs closed around my head, her thighs partially on my ears. I could feel the muscles in her legs shaking.

Lexi was having another huge body shaking orgasm. Hearing the sounds she was making only further confirmed the extent of her climax. I could feel the precum beginning to run down the shaft of my cock. As Lexi was cumming I looked at Karen to see delight in her eyes and desire on her face, as she looked back at me. I could see that Karen's hand was between her own legs, playing along as her daughter came on my face. I pulled my nose back from Lexi's clit, kept my tongue in her pussy, still sliding back and forth, as her climax subsided. As she started to come down, I pulled my tongue out and attacked her hard exposed clit. My lips pushed back her hood to fully expose her clit as my tongue flicked it.

Lexi shuddered as I attacked her clit, moaning loudly. Hearing the moan made me attack her clit harder. Shortly Lexi started to cum again. Her moans quickly grew in volume and intensity, and I could feel her pussy pulse as she spasmed. Lexi pushed me away as the feelings became intense and her clit became hyper sensitive.

I pulled back from Lexi's pussy, her juices covering my face from my nose down. Karen slid forward and took my face in her hands to kiss me. Her lips pressed against mine as she tasted her daughter on my lips. As she did I moved my hand between her legs feeling her wet pussy, moving directly to her clit and rubbing it. Karen shuddered and almost fell into me, as she broke the kiss to moan softly. Lexi laying on the couch looked up at her mom's moan and my hand between her legs.

"You know what Mom, I think its my turn to watch you. You have seen me a couple times now. Now its my turn." Lexi said to me and her mother as she moved over on the couch to make room for us.

Karen sat down on the couch, I could see her eyes, glazed over with desire and lust. She slid her butt to the edge of the couch and I knelt down between her thighs. I started out kissing my way down the insides of her thighs. The insides of Karen's thighs were wet with her juices. Up til this point I never really realized how much this excited her. I moved closer to her pussy, and then ran my tongue up, all the way from her asshole up between her lips to her clit. That brought a loud moan from her lips. I looked up to see Karen's head thrown back and her mouth still open.

I glanced over to see Lexi reclining on the couch, her face still flushed, her hands were both visible on her breast gently teasing her nipple and the other resting on the back of the couch.

I moved my head back down and licked Karen again, this time stopping at the top of her lips to push her hood back and exposed her hard clit. Sucking on it and then flicking my tongue over it. I could hear her moans and sighs coming more frequently. Karen's hands were both on her breasts by now playing with her own nipples. She knows how much that drives me nuts. I returned my attention to her pussy, my tongue still flicking over her clit. I used two fingers to push inside her looking for her g spot. That sent Karen over the edge and she started cumming on my face and fingers. I looked up to see her pulling hard on her nips as she was cumming. I started working on her clit that much harder trying to make her cum right on top of the other one.

Karen started bucking her hips against me and put one hand on the back of my head as the second climax hit right after the first. I started pumping my fingers in and out of her pussy, letting my fingertips rub over her g-spot as they did. I felt another hand on my head pushing me deeper into her pussy, so I glaced up to see that Lexi had her mother's nip in her hand and was pulling on it. Karen had moved her other hand down to keep me in contact with her pussy. Seeing Lexi touching her mother made me even excited, and more determined to make Karen cum again.

As the fourth orgasm hit Karen, giving her no rest in between them she then started to push my head away from her contracting pussy. I kept flicking and fingering for a little bit before I pulled my head back. Lexi seeing me move my head let go of her mother's nipple and quickly moved her hand to her side. I could see that she was slowly playing with herself as we had been pleasuring Karen. I moved towards Lexi, she looked up at me as I moved close to her and kissed her on the lips letting her taste her mother's juices off me. Lexi was at first a little shocked but the started licking my lips getting as much of her mother's taste off of me as she could.

I did know from some of Lexi and my talks that she basically bi, just hadn't had a chance to explore that side of her sexuality much. Karen on the other hand, was not even curious but had said to me that she wouldn't be opposed to trying it with another woman with me around. Those were a few of the thoughts racing thru my head as I was kissing Lexi and letting her taste her mother right from my lips. Watching both of them kiss me after I had ate the other's pussy gave me hope that soon I would be seeing more then just the two of them naked in front of me, in sexual bliss.

I felt Karen beside me as I was still lost in the kiss with Lexi. I felt Karen's arm move around me as Lexi's were around my neck. Lexi opened her eyes to see her mother standing beside us and she moved her arm around her mom's neck. Karen wrapped her arms around both of us. The three of us joined in a 3 way kiss, all of our tongues trying to intertwine. I moved my hands up to their breasts, grabbing one of each of their nipples and gently pinching them. Lexi moaned into both of our mouths and Karen sucked in her breath when I pinched.

"Now its your turn, honey." Karen said as she broke her kiss with us.

Lexi broke her kiss with me and looked at her mom, curious as to see what she had planned. Karen turned me, and sat me down on the couch. Then she sat down on my right side and motioned for Lexi to sit down on my left. Karen took my hard cock in her hand and lowered her mouth to the purple crown and licked the head of my cock. Cleaning up the large amount of precum that had leaked out. Karen pulled her head back, and then I watched as Lexi's head moved down to my cock and cleaned up even more of the precum. As Lexi was licking around the head of my cock, Karen moved her head down to start licking the shaft of my cock at the same time.

The sensations I was feeling were fantastic. I had both women wrapping their tongues around my cock. I could feel their tongues starting to touch. I looked down and could see that both of their heads were at the same level and then, I saw as their tongues touched and the french kiss that followed as they broke contact with my cock. I slid my hand down under them to pinch and play with their nips while they were kissing. My cock got even harder as I watched them kiss. Both of the women reached out and put their hands on my cock and began stroking as they continued to kiss.

They broke their kiss and Lexi returned her lips to my cock as Karen started to kiss her way up my belly. Karen moved up to my chest, kissing my body along the way. Then she started to lick and suck on my nipples. I had never had this done to me before and the sensations were strange but did excite me at the same time.

Lexi sucked my cock into her mouth, sliding down on me as far as she could. With both of them working me over like they were I knew I was not going to last very long. Of course with the all day teasing that the two of them had been doing, that was no surprise. With Lexi sucking on my cock I could feel the cum starting to boil already. Karen moved away from my nipples and ran her nails up the inside of my thigh, causing my balls to jump up, and my hips pushed my cock deeper into Lexi's mouth, as a groan escaped my lips. Lexi gagged on my cock as I pushed deep into the back of her throat. She pulled her face up and off of my cock. Lexi's hand moved to my cock and began stroking as she looked up at me, a devilish grin on her face and a glint in her eye.

Karen moved her head down to my cock and sucked my head inside as Lexi continued to stroke. I could feel her lips around the crown of my cock as she ran her tongue around the crown as Lexi stroked up and down. I told Lexi to loosen her grip as it felt like she was trying to pull the skin of my cock off of my cock, which also gave me a focus to regain some of my composure and calm down a bit so I didn't cum.

Lexi relaxed her grip and Karen decided at that time to slide down on my cock. Lexi's hand released me as Karen took all of my cock in her mouth, burying me in her mouth all the way to the back of her throat. I moaned loudly as I felt the back of her throat contract around my cock. What little recovery I had made from Lexi's grip was gone just as quickly as Karen deep throated me. I could feel my cum starting to boil, and it was real deep this time. I knew I was going to shoot a very big load.

Lexi moved along my side, watching her mother deep throat my cock and laying her hand on my belly, gently rubbing it. I slid my hand up Lexi's back to her head and pulled her to me. I kissed her sliding my tongue into her mouth. I could feel my balls beginning to tighten and my climax was building. I broke my kiss with Lexi and my back arched, a very loud groan coming from my mouth. Karen pulled her mouth back away from my cock and said, "Lexi, he's ready to cum."

Lexi moved down towards my groin and her mothers face. Karen then offered my cock to Lexi and then whispered something in her ear that I couldn't hear. Lexi took my cock in her mouth and began to suck on it as her mother moved her head down between my legs to suck my balls in her mouth. Another groan, my back arching again as I felt the surge start. "Oh..... fuck! I'm gonna cum."

As my cock pulsed, Lexi tried to get her mouth off of my cock, she didn't quite succeed. The first big shot of cum from my cock caught her right along side her nose and up into her eyebrow. One, two, three big spurts of cum shot from my cock, mostly landing on my lower chest and upper belly. The fourth and fifth shots were not as big or powerful and landed not far up from where Lexi was still holding onto my cock. I opened my eyes, and the first thing I saw was Lexi's face with most of my first shot clinging to her face in a arc from her nose to her eyebrow, a shocked look on her face and a huge smile in her eyes.

Karen moved up along side me and then used her finger to scoop some of my cum up from my chest. I watched in fascination as she then placed my cum in her daughter's mouth. Lexi eagerly opened her lips and sucked her mother's finger clean. Both the women started to giggle and I chuckled with them as they cleaned me up from the mess that they both caused. Once I was cleaned up and wiped clean with a hand towel, the three of us headed for the bedroom. It was a race to see who got there first.