Over The Years Pt. 04: Little Creek

When Alex left I was bummed. She was great in bed and fun to be with.

Carol Ann stayed after her Mom left. We went back to the room and sat down.

I said, "Your Mom is a really great lady. I'm going to miss her."

Carol Ann turned looked at me... and smiled, "Oh, I'm sure you will."

"What?" I asked.

"Oh come on," she replied, "I know you two were doing it, Mom's easy to read."

"That obvious?" I surrendered and asked.

"Yes, but I'm ok with it because she looks happy," she said.

"Wish there were something we could do for you," I said hopefully.

She smiled a sly smile, "You are awful!" she said before a long pause adding with a smile, "But, there may be a possibility. Stacy and I have working on that taboo I told you about."

"OMG" I whispered', "you're self gratifying"? I used her term then added, "self abuse!" I intentionally put on a look of being aghast.

She laughed, "No, not yet, but who knows."

I said, "Well it's not like you're having sex and cheating."

We continued to talk about it and I asked, "If you're not doing that yet.. just what are you and Stacy doing? Hmmmmm?"

Carol Ann cracked up at my obvious inuendo and said, "NOT what your thinking I'm sure, God, you naughty man you."

We stayed at the room yacking until we headed out for supper. Carol Ann was very reflective during the drive and seemed to come to some decision just as we parked. She said she needed to make a phone call and stepped away for privacy.

The place we went to was really nice and according to Alex had wonderful Prime Rib, which I love. The place was not crowded for a Saturday night and occupied tables were scattered around. We got one in a quiet corner. Carol Ann ordered a gin something and I had a scotch.

She said, "Do you really like my Mom?"

Trying to dodge the question, "She's quite the woman," I replied.

"You mean in bed, right?"

I nodded "Well yes," and then added, "that and she's a really nice lady. I like her quite a lot."

"Mom told me this morning but I thought you two were doing it before she said anything," She said quietly.

"What's wrong, did I overstep my bounds?"

Carol Ann said quietly, "Well no not really," she hesitated and added, "I guess I had my fantasies," before smiling and saying, "I'm happy she found someone like you to play with. I haven't seen her this happy in a long time."

I thought "play" was an appropriate description. "She'll find someone permanent soon," I said.

Carol Ann polished off four drinks during supper and these loosened her tongue a bit. She finally told me what was bothering her. Much to my surprise she was blunt. With her Mom getting laid and looking so satisfied she realized that she had to wait another 4 months to have relief and wasn't sure it would be as satisfying as her Mom was getting.

She said she'd talked to Stacy about "self gratification," she just couldn't bring herself to say masterbation, and had purchased a toy on-line with Stacy. I asked her to describe it and she said they had gotten the most realistic they could find. It was flesh colored with balls, flexible but firm, felt real, and was 8 inches long and 2 inches thick. She added that she was leary of it because it was alot larger than her husband.

"Why did you get one so big? I'm sure they make smaller." I asked.

Carol Ann sheepishly said, "Well it was late one night, we'd been drinking, and well, I was fantasizing again so choose a big one."

I nodded, "Oh, ya wine can do that to you. But who knows, that might just be your inner desire."

She added that Stacy and her had played with it but Carol Ann handn't made the plunge to orgasm or penetration.

"So you're just helping each other?" She laughed, made a face, and said "ya," like it was ridiculous of me to think they did anything else together.

But "damn that would be fun to watch" I thought.

I tried not to think about her with a toy masterbating in front of me. Damn

We finished supper and she had to lean on me while walking to the car.

We got back to the BOQ and found Stacy waiting for us. I was surprised but Carol Ann didn't act surprised at all. I wondered...

She was wearing a Ravens jersey, shorts barely visible under it, and sandals... she carried a small bag. We headed to the room.

I opened the door and Carol Ann walked into the room, dropped her purse, and plopped on the couch tossing her right leg up on the couch as she sank into the corner, her left foot on the floor, tilting her head back and closing her eyes.

She had decided to wear an open back sun dress and it wasn't designed for that pose. When she plopped and tossed her right leg up her dress had risen as her leg did.

She was sitting there with her panty covered pussy pointed at me. I looked at her laying there splayed open and looked at Stacy. She smiled and winked. I talked to Stacy and asked what she'd been up to and she replied, "Not much until Carol Ann called and commanded me to get over here and bring her toy."

Carol Ann had her right arm on the back of the couch and her left arm was at her waist, hand on her belly.

We quietly talked for a few minutes and Stacy told me that Carol Ann had told her on the phone that she was ready to to try more and to come over. Stacy then winked at me, crawled over to Stacy and began whispering into her ear.

After a few quiet minutes Carol Ann began almost imperceptibly to caress her belly. Soon she was rubbing up and down her belly and brushed the bottom of her left breast once or twice. I don't know what she was thinking about, but a wet spot appeared between Carol Ann's legs.

I glanced at Stacy to see how she was reacting. She put her finger to her lips, winked at me, got up,and walked into the bathroom, she took the package with her.

It briefly occurred to me that Carol Ann wasn't in the condition to give consent but her phone call to Stacy earlier certainly had been.

Carol Ann lay there gently caressing herself and a few moments later Stacy returned. I was pleasantly surprised when I saw she was still wearing her Ravens jersey but had her sandals, shorts, bra, and panties in her hands. She had thick smooth legs but was very attractive.

Stacy looked at me, tossed her stuff on the chair, put a finger to her lips and lifted up her jersey showing me her shaved pussy. She winked and lowered the jersey again.

She was holding a small bottle and a dildo matching Carol Ann's description of what they had bought. Stacy quietly padded over to where Carol Ann lay, eyes closed, head back, and bent over to whisper something to her. Carol Ann's knees parted a bit.

Stacy then squatted next to the couch by Carol Ann's left leg and put her right hand on Carol Ann's left knee and opened her legs bit more. Carol Ann's panties were tightly against her pussy and a few little wisps of red hair were making an appearance along with the growing wet spot.

Carol Ann pulled up her dress a bit with her fingers, gathering it up and holding it.

Stacy took the dildo and, holding it in her right hand, rubbed it across Carol Ann's panty clad pussy. Carol Ann took slight intake of breath as Stacy massaged her pussy.

I sat mesmerized.

The longer Stacy rubbed the rubber cock on her the larger the wet spot got. Soon her entire crotch was visibly wet. Carol Ann squirmed a bit and lowered her right leg from the back of the couch, put her foot flat on the couch, and slid herself down a tad to open her legs wider. This moved the dress under her ass and Stacy pushed it up until Carol Ann's dress was around her waist.

Stacy was pressing the dildo into Carol Ann's pussy lips sliding up and down over her clit. I could see her lips moving under the panties as the dildo slid up and down.

Stacy wiggled her finger at me to tell me something. I slid to her and she very quietly whispered, "This is all she's done before." I nodded my head that I understood we were delving into unknown territory.

Under Stacy's ministrations, Carol Ann began to move her hips more and jerked just a tiny bit when Stacy touched her clit.

Stacy then took it to a new level for her. She grasped Carol Ann's panties at her hips and slid them under her ass. Carol Ann accommodated the move by lifting her ass and closing her legs. Stacy tossed the panties onto the chair to join her clothes. Carol Ann then spread her legs and was completely exposed to me.

Many women her age shave themselves. She had groomed herself so she had a narrow 1 inch red strip of hair started well above her clit but it also covered her pussy. Her lips were on the small side but we'd have to see how they grew under Stacy's care.

Stacy poured a little lube from the bottle on the dildo and held it so that it was pointed straight down toward Carol Ann's crotch. Moving it down Stacy slid it smoothly over her clit and her lips spread around the head. Carol Ann's mouth opened as she licked her lips, her hands moved to her mound above her clit and she spread her lips to more expose her clit. On the up stroke as the cockhead passed over Carol Ann's clit her right hand moved to her tits and she squeezed them tightly. Stacy repeated the move down and up. Carol Ann's hips were beginning to respond and she reached in with her right hand under her dress to hold her breast while her left hand was moving up and down her belly, she appeared to want to put it in between her leg but was resisting.

Stacy rotated the dildo so that it could penetrate Carol Ann's lips more. She rubbed the head up and down her slit and paused at the mouth of Carol Ann's vagina. Pressing gently, her lips parted until they were around the head but the head was not inside. The head was a bit larger that the shaft. Stacy then slid it up and over Carol Ann's clit. She repeated this several times so that Carol Ann could get used to it. Carol Ann clearly liked it and I think the lube Stacy used wouldn't have been necessary, Carol Ann was so wet I could see her juices dripping from her pussy to her puckered little asshole.

Stacy positioned the cock between her lips again but this time kept pressing until the head popped inside and the lips closed around it. As it spread her and then entered Carol Ann said, "ooohh, God that's huge" and shivered.

Stacy held the cock still few and twisted it a bit, then slowly began to slide it in and out in very small motions, sliding in deeper and deeper. Carol Ann was quietly moaning on each in stroke. Her pussy was so tightly clamped around it her lips would grasp it as Stacy stroked out and then pull in as she went in. Soon Carol Ann was taking it deeply on each stroke and lifting her ass to meet it. Stacy tried on one thrust to put it all the way in but Carol Ann jerked and put a hand down to stop Stacy.

Now that Stacy knew her measure, Carol Ann began to get pounded. Stacy clenched her left hand around the shaft at the base where the fake balls were and was thrusting into Carol Ann. The back of her thumb was hitting Carol Ann's clit on every stroke. Carol Ann's left hand found Stacy's right arm and was clutching it, her right hand still inside her bra.

I walked over to Carol Ann and knelt next to her. I raised my hands and stroked her hair. She opened her eyes and looked at me, her lips were slightly open showing her teeth as she panted, her passions increased. She removed her right hand from her breast and raised it to caress the side of my head. She took two quick intakes of breath as she started to cum and suddenly pulled me by the back of my head to kiss her.

Her lips were soft and hot to the touch as she sucked my tongue into her mouth and kissed me with wet slobbering abandon as she came. She crushed her mouth on mine, wimpered and letting little cries of release escape.

I glanced a look at Stacy. She wasn't stroking the dildo any more. She had been squatting between Carol Ann's legs but was now leaned all the way back, with her head on the floor, her feet under her, her knees spread wide, this raised her ass well off the floor, her jersey was pulled up to her waist, her pussy bare to the world. It was the first black woman's pussy I had seen in the flesh. Besides the clash in colors between pink and dark skin, no difference at all. Not that I expected any.

Carol Ann finished shuddering and I sat up as she slowly pulled the cock out of her engorged pussy. Her eyes were open and she grimaced a bit when it popped out. She dropped the dildo between Stacy's knees and covered her pussy with her dress.

Stacy's fingers were busy with her own clit as I took the dildo and let it flop against Stacy's pussy. Stacy moaned, grabbed it and jammed it into her. I moved to Stacy's head and pulled her jersey up exposing her tits as she reached down to start thrusting it in and out of her already drenched pussy.

Carol Ann sat up and was watching intently. I reached to Stacy's right nipple and pulled and twisted it.

She lifted her hips and arched her back as she thrust the cock in and out rapidly, in what seemed like seconds she was cuming, she pulled the cock in balls deep and held if firmly there as she shuddered and twitched.

Stacy lay still and put her hands on her tits rolling each nipple. The cock slowly moved out of Stacy's pussy all by itself. I caught it as it fell and Carol Ann watched as I licked it to taste Stacy's cum. Leaning to Carol Ann I gave her a peck on the lips and left a drop of juices on her lip. She licked it off.

I stood up and Carol Ann noticed my cock was still hard. She stroked it and said, "I wish I could do that."

"So do I, so do I," I lamented.

Carol Ann sat stroking my cock... suddenly she stood up and took me by the hand, turning me away from the couch sayin, "But I can do this."

She looked up at me as she unbuckled my pants. I didn't know where this was headed but I certainly didn't resist. Carol Ann proceeded to undress me completely. When she saw my cock she gripped it sayin, "If only"...

Putting her hands on my belly she pushed me to sit on the couch. She went into the bathroom and returned with a hand towel. After laying the towel on the couch she knelt in front of me, gently spread my knees and positioned herself between them. My ass was just on the edge of the couch, balls hanging.

Stacy sat up and was now sitting behind Carol Ann watching.

Carol Ann then paused, put her hands on my knees, and looked lovingly at me. Then she reached to the straps of her dress and pulled them off her shoulders. Pausing again she then pulled the top of her dress completely down exposing her tits to me for the first time. They were small but nicely shaped, pale skin, freckles, quarter sized aerola with quarter inch nipples poking out.

I reached for them and she playfully slapped my hand saying, "don't touch."

With that she put her hand on my cock and slowly began stroking. Stacy got into the act and drizzled a little lube on Carol Ann's hands. She continued stroking and fondling my balls and when I was getting close to cuming I told her so. Carol Ann leaned forward so that my cock was between her tits. She squeezed them together and bobbed up and down tit fucking me.

Stacy leaned in to watch.

She was looking at the head of my cock when I started to cum. It appeared that she really wanted to suck me dry but wouldn't do it. She kept sliding up and down on my cock until I stopped jerking. Then she reached for the towel and cleaned us up.

"Feel better" she asked.

"Oh ya, that was nice." I replied.

Carol slipped her top up and slid back into her panties. Stacy did the same and got dressed.

During the remaining week we spent a lot of time together but did not repeat any sexual activities at all. Not that I didn't suggest them. But both Stacy and Carol Ann said, "you're Alex's."

Alex drove up on Friday and we spent the night together. They were at the airport in Norfolk when I flew out.

Alex and I kept in touch for a number of years, saw each other a couple times a year, once she flew to where I was and spent the week with me. We were agreed that our relationship was essentially friends with benefits. She eventually found another man and married him.

Carol Ann's husband came home. She was unfulfilled and they eventually divorced. Stacy last told me Carol Ann was working in a lawyer's office in Virginia Beach.

Stacy and I are still in touch. We have talked about those two weeks and regret not fucking but the two girls didn't want to "ruin a good thing" for Alex.