Once Upon a Valentine's Day

My fantasy was playing out and I wanted to do everything I'd ever imagined. Repositioning myself, I knelt between her open thighs and leaned over her, my mouth an inch from hers. "You are so fucking hot. I want to taste your pussy. I want you to come on my mouth." I whispered, sliding my body downward until I could suck one of her rosy hard nipples into my mouth. Switching from one breast to the other, I relished what I'd been longing to do for so long.

Her hands swept up my back until they swept under my hair and cradled the back of my head. Panting her words, she moaned out "Show me how. Make me cum."

Resuming the downward slide of my body against hers, I licked and kissed my way to her thighs. Tilting my head up, I gazed at her glistening pussy as if a gourmet dessert had been placed in front of me. "You have such a nice looking pussy, Meaghan." I said.

Using my fingers, I spread open her small pink lips. Surprisingly, I had no apprehension about licking a pussy for the first time. I suppose it was because I wanted nothing more than to please her, and to show her how good it could feel-to get licked until she came. With just the tip of my tongue, I caressed her clit and explored the outer edge of her sopping wet slit. I'm not sure what I expected, but the taste of her juices and drove me wild.

Urged on by her moans, I worked by tongue into her, as deep as it could while my fingers circled her clit. She pulled her legs up, allowing my tongue to reach deeper. Before long, I was tongue fucking her and she came again, screaming out "Oh..Oh my God! I'm cumming. I'm cumming...on your mouth."

I didn't let her rest, instead I ran my tongue over her slit as she pulled her knees to her chest. My tongue found her little dark-pink asshole, and I began to lick it. Working my pinky finger in, I was able to loosen her ass enough to allow me tongue fuck her ass. Returning my attention to her pussy, I slipped two fingers into her sopping wet opening. It was hot, slick and tighter than I expected. I curved my fingers upward, massaging the same place I like to finger myself. Then I sucked on her clit as of it was a tiny little cock.

She pulled my head tight against her and I felt her hands begin to shake when she screamed out. "Oh...fuck! Yes! Yes! Fuck me!"

I could feel her orgasm while I plunged three fingers in, fucking her until it subsided. Crawling up next to her, I wrapped my hands around her and expected her to pass out. Unexpectedly, she placed her hands on my head and kissed me with abandon. She broke away, panting, "I want to make you cum. But I want you to fuck me again and again. I want you to tell me what to do."

I kissed her again understanding her desire to be told what to do. "Go down on me. Do everything I did to you. I want to cum in your mouth. Then I'll fuck you."

I laid back and opened my legs, while she took her position at the foot of the bed. She reached out and rubbed my soaked pussy. Her touch was light and cautious. "I've thought about this for a long time too." She said and placed her mouth on my clit.

"That's it baby. Lick my pussy." I said." She sucked my clit and licked me like it was an ice cream cone about to melt away in the sun. I came immediately. "Fuck me with your fingers." I begged. She obliged, using two fingers at first until she added two more. I came again and she withdrew her fingers, licking up my juices.

Retrieving my new dildo from the nightstand, I came up with an idea. "Get on top of me. In a sixty-nine. I want your pussy on my mouth and your face down on my pussy. Pick a toy out from the box to use on me. I'm going to fuck you with this big fat cock." I said, waving my new dildo.

Meaghan smiled and took a slightly smaller toy from the box. She climbed on top, straddling her pusy over my face and her mouth on my clit. I loved the sight of her pussy. Her ass was spread wide and I ran my tongue along her slit until I focused on her clit. She licked my clit with the same speed as I did. I gently took the cock-head of the toy and teased her opening, she was more than wet enough to quickly lube it up. I pushed it in carefully, stretching her little pussy. I could tell she liked it by the way she gasped.

She also plunged a toy in my pussy without hesitation and fucked me with it. I returned the favor by plunging the big toy cock into her, fucking her with long strokes. Temporarily unable to work the toy in my pussy, she began to push against the hard toy cock I had shoved into her, rising up on her arms as she screamed. "Oh God. Fuck me with that big fat cock! Fuck yes! I..I can't stop cumming!"

I pulled it free and she collapsed on top of me. "Roll off and go on your back." I ordered. Straddling her face, we switched positions. "My turn to get fucked." I said.

Meaghan eagerly obliged, filling my pussy with the new toy and licking my clit. It felt perfect and I came with as much expression as she had. But she had a surprise. She worked a finger into my ass while she fucked my pussy. I'd never felt so full, and came again. My juices overflowing onto her face.

Afterwards, we kissed and cuddled until we fell asleep.

The next morning, I woke up and noticed I'd left the bedroom window open. "Shit! I bet everyone heard us screaming." I mumbled. Then I noticed Kevin leaving Jim's place. He was shirtless and wearing running shorts. He did a few stretches and jogged away into the distance.

I saw no need to wake Meaghan, so I did my usual morning routine, washed up and made coffee. Wrapped in a robe, I stood by the kitchen window sipped my coffee and worried how Meaghan would feel about what we'd done. As for myself, I couldn't happier or more satisfied. I'd heard water running so I knew Meaghan was up but I never heard her come into the room.

As soon as she pressed her body behind me and kissed my neck, I knew I'd worried for no reason. She wrapped her arms around me, cupping my breasts. "Happy Valentine's day! Thanks for fucking me so good, Kell. I never had an orgasm anywhere close to what I felt last night."

I laughed, "I'm here to please. And I had the best time with you."

"But, just to be clear, I still need some real cock. Maybe we can find one and you can show me how to handle that too." She teased.

"Hmmm. A threesome?" I said, pouring her a coffee. "My ex used to pester me about finding another girl to have a threesome with. But the idea of it turned me off, because of him. I knew it would be all about what he wanted and nothing to do with my own pleasure. Besides, at that time I had no idea how much I loved pussy. Yours, anyway. If it is on our terms, I could see it being fun. I guess now's the time before we are old and settled down. Anyone in mind? But I've had a rule since I lived here. I never, ever invite any guy over. My ex turned out to be an ass, and I sure don't want to have another ass know where I live, especially with Abby here." I said.

"Too bad about Kevin." She said, pointing to the street. Kevin was jogging back, his bare muscular chest dripping with sweat. "Do you think we could talk him into doing us a favor?"

"You mean asking him to switch teams? I don't know if it works like that." I said.

Resting her elbows on the windowsill, she sighed. "Look at him. He's hot as hell."

Oh, I'd been looking. But how insulting would it be to hit on a guy who you know to be gay. But did I really know? It was my very reasonable assumption, at least.

When Meaghan returned to my room to wash up and get dressed, I made a quick call to Jim.

"Hey Jim, happy Valentine's Day. How's the fam up there in Minnesota?" I asked.

"Well Happy Valentine's day to you. Their fine, but I've lived on the gulf too long. I cannot deal with this artic weather. What's up?"

"I'm curious about Kevin. What's his deal? I know he's your friend, but is he like a lover or something? I would like to get to know him better, in a naked, fuck my brains out kind of way, but I wasn't sure."

"Kevin? He is mouthwatering, isn't he? I've been secretly drooling over him for years. He's just a good friend from my last job. He took a job working on an oil rig way up North in some god-forsaken place for six months. Now he's back and he needed somewhere to stay while he looks for a new place, so I let him stay with me until he gets settled. As far as I know, he's straight. I can always hope might be at least curious...I've gotten the impression he might have some bi curious feelings."

"Wait. Jim! You've got this straight hottie stashed over at your place this whole time? When you knew I've been looking for a no-strings-attached fuck-buddy? You have no idea how desperate I was."

"Calm your tits. Kevin took that job to get away after a bad break-up. I didn't want to be the jerk who starts setting him up with someone the day he comes back to the world. But, by all means, unleash your inner slut and go get him. Promise me you'll give me a detailed account? I'll be returning home tomorrow, by the way."

"I'll do my best."

After the call, I squeezed into the tiniest shorts known and a tight tank-top with no bra. "Be right back." I announced, walking over to Jim's.

"Hey, Kelly." Kevin said, greeting me at the door. Apparently, he'd just showered and had a towel around his waist.

"I was wondering if you could help Meaghan and I out. My car is in the shop and I need to go to the supermarket. Would you mind running us over there? We'll make it worth your while by cooking dinner for you. I'll even throw in a strawberry daiquiri. After all, it's Valentine's Day. All us singles need to support each other on days like this."

"Sure. Of course, I will. I need to stop by that pet store in the strip mall off the highway. Jim has his cats spoiled with some special gourmet cat food. You know how he is. Let me get changed and I'll stop by."

"Thanks a bunch. I should probably put a different top on myself." I said, noticing his eyes kept getting drawn to my nipples.

When I returned to my house, I shouted. "Get dressed, Meaghan. Kevin's going to take us grocery shopping. And later, we're making dinner for him."

"Awesome!" She cheered.

Kevin picked us up and we quickly learned how charming and funny he was. Maybe it was the giddy flirting between Meaghan and I, but in any case Kevin seemed to fit right in with us. He took us to the strip mall first. Spotting a little adult store I always wanted to check out, I told them to go into the pet store without me-blaming it on my nonexistent allergies. While they looked for toys and treats for Jim's cats, I was hoping to find toys for another couple of pussies.

As soon as the coast was clear, I dodged into the adult store and quickly found what I wanted to try with Meaghan-a double ended dildo and a strap-on harness which came with a big fat life-like cock. It also came with a slimmer, smooth dildo which was interchangeable with the big boy. Quickly paying for my items, I stuffed the shopping bag into my tote. Meaghan's Valentine's gift would be a surprise. When they returned to the car, they had no idea what I'd been up to.

After our grocery shopping we returned to my place. I broke my rule by allowing Kevin to come in and prepare dinner with us. After all, he was practically a neighbor and a good friend of Jim's.

"Hope you don't mind, Kevin. But the first thing that I do when I'm home is take off my bra." I said knowing damn well he wanted to at another look at my nipples pressing out under my thin tank top. I started the afternoon off with a round of strawberry daiquiris. Lasagna was on the menu, and as I worked on the sauce we all talked about our lives. Meaghan made a point to bring up that we were looking for a fuck buddy. But Kevin didn't respond. I think he was in shock.

At one point, Meaghan peeked over my shoulder to sniff the sauce. "I can't wait to taste your pussy again." She whispered in my ear. I turned my head and we kissed, her hands cupping my ass.

"As soon as I get this in the oven, I have a little surprise for you. Why don't you get something sexy out of my dresser and put it on." I whispered.

"All right, you two. Didn't you get enough last night? From the sounds coming from your open bedroom window I wasn't sure if you were performing a virgin sacrifice or having an orgy." Kevin teased.

I gave him a wink and Meaghan patted his broad chest. "Nice. You should feel him, Kell. Such a shame." She said. Happy to honor her request, I ran my hands over Kevin's chest.

"I'm going to slip into something comfortable." Meaghan said, heading to my bedroom.

"Okay, Kevin. I want to talk about something. We thought you were gay, but Jim told me you weren't. Meaghan still thinks you are, that's why she's not afraid to be herself with me in front of you. She has next to zero experience with men. Can you play along with it for a little while? It'll be worth it. Just follow my lead." My goal was to keep Kevin from taking control of my impromptu plan for a threesome. I wanted to control it. Knowing how guys can be, I just didn't want him taking over our fun. There'd be other times, hopefully.

"If it includes me getting in on your guys' fun, I'm game." He said.

"Definitely. You'll get to fuck us both, but you'll have do as I say. You know, Jim has had his eye on your ass for while. My guess is that you're curious about him too, otherwise you wouldn't be so eager to hang around with hum so much and stay at his house. I bet you want to try something with him but not sure if you want to make that move."

"Wow. Is it that obvious?" He replied.

"Listen. Like I said, we both want to fuck you. And if you're cool with it, I can think of a few things to satisfy your curiosity."

"It's a deal." He said. His eyes suddenly became huge as he watched Meaghan returning to the kitchen.

Meaghan was wearing my red lace nightie and matching crotchless panties-the set I'd ordered from the catalog but never wore. Her long dark hair hung down over her shoulders and she walked gracefully up to me. "Is this okay, Kell?"

"Perfect." I said, putting the lasagna in the oven. "Now go back into the bedroom and get comfortable." Turning to Kevin, I motioned for him to follow her. "Come on, Kevin. You can watch me give Meaghan her Valentine's gift."

Meaghan leaned back on the pillows and watched as I undressed. Crawling over her, I kissed her passionately before sliding back down to her pussy. After licking her to an orgasm, I took out the new double ended dildo. It was thick and fleshy to the touch, but bendable. I slid one end into her pussy. Leaning back, I opened my legs and scissored hers and slipped the other end into my pussy.

Meaghan moaned, staring at Kevin. His hand gripped the thick bulge pressing against his pants. "You..you like this? You like watching us?" She asked, happily surprised with Kevin's erection.

Slowly rocking our toy-filled pussies together, I knew she was getting turned on by the effect we were having on this man who she assumed should be indifferent to our carnal fun. I intended to keep up with the game.

"Kiss her, Kevin." I said.

He immediately cupped her face with one hand and passionately kissed her. His other hand rubbed her breast. Meaghan took his other hand and placed his fingers in her clit. The back of his fingers pressed against mine.

Immediately, we were both panting and grinding harder against each other. "Kevin?" I huffed. "Can we see your cock?"

Kevin backed away and stood at the edge of the bed, close to Meaghan's face. He stripped down and unveiled a rock hard eight inch cock. It was thick and juicy, pointing at an upward angle. He was cleanly shaved all over, and looked like he'd stepped off a porn set.

"Stroke it for us." I said, bringing myself and Meaghan to another orgasm before slipping away from the toy. I removed the toy from her and took her hand, leading her to kneel next to me on the floor. "I'm going to teach you how to suck a cock, baby." I said, kissing her while I reached out and wrapped my hands around Kevin's thick shaft.

To be honest, superman's cock was the only other cock I'd seen as nice as Kevin's. And it was the only cock I'd dropped to my knees and worshipped and relished. Despite my limited experience, Meaghan's fantasy was to have me teach her what to do. So, I took charge as if I were an accomplished expert in the field of cock sucking.

I stroked him, squeezing out a clear droplet of from the tip of his beautiful cock-head. "Lick it off." I said, pointing it to her lips. Her tongue cautiously lifted away his precum.

"You've got a beautiful cock." I said, turning my face up. I pulled his cock back to my mouth and licked under the head, the most sensitive place. "With a cock this nice, you should take your time and explore all of it. Play with it." I said.

Meaghan noted his moans and repeated my technique, running her tongue under the head. I took over again, showing her how to take his cock in my mouth while stroking it with my hands. I cupped his balls and squeezed them while deep-throating his huge cock. "Open your mouth." I said, feeding her with his wet cock. I placed one hand behind her head, gently pushing her forward.

"We're going to make him cum in your mouth. He needs to get the first one out of the way." I said, watching her successfully win the battle against her gag reflex. "Then, after we eat dinner, he'll be fully recovered and them he'll be able to fuck us both with this big fat cock."

We took turns sucking his cock and kissing each other while slipping the head between our lips. I demonstrated how to suck on his balls while rubbing my wet finger on his ass, gently pressing it in. Meaghan took over, pushing her finger in as far as her knuckle. Feeling his sack tighten, I pushed the head into Meaghan's mouth while I stroked the shaft. I could feel it throb as he shot jets of hot cum into her mouth. I quickly took his cock into my mouth just in time for Kevin to spurt another hot gooey shot on my tongue.

I put my mouth on Meaghan's and we kissed, his cum stirred by our tongues as I reached under her and rubbed her clit. Taking her by the hand, we stood up and I kissed Kevin, pushing my tongue and into his mouth. I wanted him to taste the cum. Meaghan moved in and kissed him, giving him whatever cum she had to offer.

Kevin panted, wiping the cum from his lips. "Forget needing a break. That was so hot, I can keep going."

"Good. I want to see you stretch her pussy with that big cock of yours." I said. Returning to the bed, I asked Meaghan to climb on top of me in a sixty nine. I licked her pussy, watching Kevin work his cock into her tight pussy right above me. He fucked her with long strokes while I licked his shaft and her clit. It was the hottest thing ever, especially when I felt his balls run over my face. Meaghan came twice while he fucked her. Unable to hold back, he buried himself to the hilt with each thrust, moving more rapidly until he yelled, "I'm cumming!" and filled her with his hot load. I licked their juices as he withdrew, sucking his cock and licking his cum as it flowed from her pussy.

It was my turn to get fucked, but Kevin needed some recovery time. Handing the new strap on harness to Meaghan, I asked her to put it on. Excited by the idea, she quickly put it on and I assumed the doggy style position. I was soaked and need to be fucked. She didn't hold back and pounded me relentlessly. I came over and over. Kevin stroked his big cock and put it in my face. I sucked it until he was once again hard.

Meaghan took off the strap on and joined me. She assumed the same doggy style position next to me, our faces down on a pillow. We kissed while Kevin took turns with us. Fucking us until we both came.

I knew Kevin had one load left, and asked him to lie down. Meaghan climbed on top of him on a reverse cowgirl position so I could lick her clit and his cock. It was so hot to watch. I squeezed his balls and decided to penetrate his ass with my wet finger. And he loved it. She came again, but he held out.