Sam and Helen

I was getting close and began stroking faster. Karen and I started groaning together.

"Unh!" she vocalized.

"Oh...god...yes!" I said haltingly.

Karen began to groan more loudly and more often. I could tell she was about to cum as she tightly closed her eyes.

"Oh, fuck...oh, fuck...fuck! I going to cum!" she yelled.

I looked over at Helen's tits one more time and that did it for me. My balls and the tip of my penis started tingling again. I looked back over at Karen. She was looking at my cock and then our eyes locked.

"Here it comes!" I groaned.

Karen's eyes were shut tight and her mouth was wide open. She was inhaling, but no sound was coming out, yet. Then she arched her back, which caused her tits to thrust out provocatively, and yelled, "I'm cumming! I'm cumming!"

"I'm going to cum!" I yelled.

Helen spoke for the first time in several minutes.

"Cum on my tits!" she said.

Karen and I whipped our heads in her direction to find she'd taken her shirt completely off and was pushing her breasts together.

Her eyes were squeezed shut, and she was blushing, but then she pleaded, "Please!"

I waddled over to her while maintaining the spread-eagled stance I'd adopted when I started stroking my dick.

"Here...you...go!" I said.

I grunted as three or four ropes of semen erupted from my cock and landed on her tits as I did my best to angle my cock toward Helen's breasts. I was furiously stroking, practically squeezing it out as I stood with my cock almost directly over Helen's chest.

She closed her eyes and moaned, "It feels so warm."

She sounded aroused, yet she hadn't masturbated during that whole time we'd all been pleasuring ourselves.

Karen and I were gasping for breath. I turned around and fell back onto the couch next to Helen. She'd finally let go of her breasts. They were resting on her chest and my cum was dripping off of them and onto her belly. It was one of the hottest things I'd ever seen in my life.

I looked over at Karen. She was still breathing quickly, her eyes were closed, and her head was resting against the back of the chair. She opened her eyes and looked at me with a smile on her face. I smiled back at her.

"Thank you, so much! I needed that more than you know," she said.

"Believe me, I'm glad to be of service...more than you know!" I said.

We laughed.

Karen pulled her panties and slacks back on as I picked up the towel I hadn't needed and dropped it onto Helen's lap. Her chest was still flushed.

Helen opened her eyes, sheepishly looked at Karen and me, then picked up the towel and used it to wipe my cum off of herself. She also managed to drape it over her entire torso as if to hide her naked breasts that I'd just cum on.

"Now, did I hear you two, earlier, saying you wanted to take me down to the hot tub and take advantage of me?" I asked.

Helen looked at me with a "barely there" smile on her face and quietly said, "I think we might be on the other side of that, now."

Karen smiled, "I think getting into the hot tub is a great idea!"

***Part 2***

"I'll go home, get my suit on, and meet you guys back here," said Karen.

She checked her clothes once more to make sure everything was in place and then left.

"I need to get my swimsuit on, too. I'll go into my room and change and then you can change," Helen said.

I smiled as she entered her room and kicked the door shut.

"You bet," I said.

I guess she assumed I had a suit in my bag. I don't know why considering what I had just done. I didn't have one, but I figured she didn't need to know that...yet.

As soon as the bedroom door slammed shut, I quickly walked to it and put my ear against it—call me a pervert if you want, but considering how the night had started, I decided the usual rules didn't apply. I could tell, by how red Helen's chest had been earlier and how she'd been playing with her tits at the end, that she'd been really turned on, especially after I came all over her breasts.

Karen and I had gotten off quite visibly and vocally, but I didn't ever see Helen touch herself, not even over her clothes, so I thought I might hear her giving herself some relief after she closed her door. Although she'd shown us her breasts and begged me to cum on them, she still seemed to be rather reserved about the whole thing.

Unfortunately, all I heard was the rustling of clothes. Of course, even that was probably my overactive imagination. The doorknob to her room began to turn in my hand, so I ran back to the couch, sat down, and pretended to watch TV.

Helen was wearing a fairly modest, red, one-piece. She was a little stocky, but though she didn't have a flat stomach, she was by no means fat. Her modest swimsuit, however, couldn't hide her boobs. Unfortunately, there seemed to be some sort of lining in the cups, so no "pokies" for me...so sad.

"You can go change, Sam. I left a beach towel out for you."

I thought she looked a lot less red, seemed to be somewhat more relaxed, and more or less back to normal.

I walked into her bedroom and closed the door. I didn't have a swimsuit, but I figured I'd wear my athletic shorts. Wait a minute...I had another bad idea, but since the earlier one had worked out...why not?

I made a couple of adjustments and wrapped the towel around my waist. I put my bag on Helen's bed and walked back into the living room. Karen was there as well with a bottle of wine and some glasses. She looked at me and gave me a big smile that had me hoping some of my ideas for the rest of the night might pay off with, at least, one of these sexy women.

We walked from Helen's apartment down a flight of stairs. I was walking behind Karen, but unfortunately, she was wearing some kind of cover-up so I couldn't see her ass. I was disappointed but consoled myself with the thought that I would be seeing it soon enough.

It was almost eleven o'clock at night, but I was wide awake with anticipation. I held onto my towel as I walked down the stairs. I didn't want it to fall off and ruin the surprise!

We arrived at the gate to the hot tub and pool, but it was locked. There was a sign on the gate stating it closed at eleven.

I was disappointed.

"Bummer," I said.

Karen smirked.

"Don't worry, I can get the key from the manager. She's my cousin and won't mind us using the hot tub past closing...as long as we're quiet."

Helen and I patiently waited after Karen left. I guess we were lost in our own thoughts. I have no idea what she was thinking about, but I was trying to keep my mind blank. I didn't want my excitement, or my anxiety, to overwhelm me.

I hadn't had an erection since I'd jacked off for the two women a few minutes ago, but my cock was dangling heavily between my legs and threatening to come back to full mast.

Karen returned a couple of minutes later, unlocked the gate, and ushered us in. Helen's ass muscles clenched a little as she stretched, which provided me with a fantastic view.

"We'll have to be careful. I can't turn the lights on because my cousin says it screws up the timer. Besides, we'll have more privacy this way," Karen told us. She winked at me.

"I think being under the cover of darkness is just fine," I said.

Helen tentatively stuck a toe into the water then stepped in and sat down.

Karen went over to a control panel and flipped a couple of switches. Jets came on and the surface of the water began to bubble. Lights in the bottom of the hot tub also came on, providing an eerie glow that dimly illuminated Helen's face.

The hot tub lights were the only source of illumination, so it was still quite dark. That suited me just fine because it wouldn't do for anyone walking by to see what I was about to do.

"Go ahead and get in, Sam," Karen said, taking off her cover-up.

I unabashedly observed her body. Fuck!, I thought. I had a much better view than I'd had when she was sitting in the chair in Helen's apartment, even though the strategic areas were covered right now. It wasn't the smallest bikini I'd ever seen, but it was the smallest one I'd seen in person.

Two small triangles covered her small, beautiful breasts and her nipples were already standing at attention. And her ass that I'd been wondering about earlier? She was wearing a thong that displayed it perfectly. It was the ass that dreams are made of.

Her pussy was barely covered by the smallest triangle of cloth it has ever been my pleasure to see on a bikini bottom. It may have seemed unusual for the early 1990s, but she must've trimmed the hair on her pussy. Yes, the piece of fabric was that small. My cock became a hard, iron rod underneath the towel.

"Ladies first," I said.

Karen stepped down into the water and sat down.

Helen and Karen looked up at me as I walked up to the edge of the hot tub. I grasped the top of my towel and grinned as I got ready to drop it.

"I hope you like my swimsuit."

I dropped my towel, and my erect penis, no longer hampered, sprang up and bobbed around before settling still. Karen's eyes were riveted to my cock, just as they'd been in the apartment. The difference this time was that she didn't look at all shy.

"Sam! There might be enough light from the parking lot for people to see you!" Helen hissed with alarm.

"You worry too much," I said. "Besides, we're mostly covered by shadows. I don't see anyone around."

I was sat down, leaning back until my head was almost lying on the edge of the hot tub and looked over at Helen. She seemed to have mostly gotten over my "swimsuit," and she was looking good in her modest one-piece. She was curvy and definitely had everything in all of the right places. Flat stomach be damned, I realized Helen was thick in all the right ways.

She looked over at Karen and arched her eyebrows, "I've never seen that bikini before. I'm pretty sure I'd remember something that...brief."

Karen chuckled then turned her head to look at me. "With the way the night started, I felt this was appropriate. After the show Sam put on, I decided I could repay him, just a little. That's assuming, of course, he wanted to see more of me than he did in the apartment."

Her smile turned into a tight-lipped grin as she became a little more serious.

I thought about how her face had looked when she was cumming.

"Karen, you're the hottest woman I've ever seen. I have half a mind to rip that suit off of you and..." My voice drifted off as I realized I was about to say what I'd been thinking—too much beer I guess.

Karen grinned again, and Helen looked embarrassed, although there wasn't enough light to see if she was blushing. Helen was really surprising me with her behavior. As I said before, I'd only seen her display assertiveness and confidence, but I guess expressing her sexuality had moved her out of her comfort zone.

As my buzz faded, my inhibitions seemed to come and go. For a second, I wondered if I might be risking our friendship...but only for a second. I was starting to feel a little anxious about the thoughts that'd been going through my mind and what I hoped would happen. I didn't want to feel that way, but luckily, I didn't have time to worry because Karen solved my problem.

"Does anyone want some wine?" Karen asked. She was pouring herself a full glass from the large bottle she'd brought with her.

"I do, for sure!" I said. I had never had wine, but I needed, as the Eagles would say, 'a little shot of courage.'

Karen poured me a full glass.

I took a sip and grimaced.

Karen looked mildly amused. "Haven't you ever had wine before?"

"No, but I'll learn to like it," I said. I wasted no time before gulping the rest down.

"That's the spirit!" she said.

"Helen?" she said, nodding to the bottle on the edge of the hot tub.

"Yeah, I think I'm going to need some," replied Helen.

Secretly, I hoped she'd need way more than one glass. After all, Karen wasn't the only one I was interested in playing with. Helen's tits were amazing, as were Karen's, but in a different way. Cumming on her big tits hadn't been enough. I wanted to get my hands, and hopefully my mouth on them. I gulped more wine.

"Slow down a little, Sam," said Karen. "I know you said you know how to handle your alcohol, but I don't want you to get sick...in the hot tub." I didn't think that was really what she wanted to say, and I had a hopeful feeling about how that sentence should have ended.

I set it back on the edge of the tub and said, "Fill me up again, bartender."

Yep, the alcohol in my bloodstream was definitely resurging.

"I promise to go slower with this one."

She poured me another glass, so I assumed her concern had abated.

"I'll take another one, too," said Helen.

She sounded a little looser and a little less restrained than earlier. At least I hoped so. Karen poured her another glass.

We were sipping our wine and enjoying the jets and the burbling of the water as we sat quietly for a while. We were all semi-reclined with our heads and shoulders above the water. I couldn't see anything below the water, which was actually kind of a disappointment. I became so relaxed, my cock was no longer as hard as steel, but it was by no means flaccid.

I felt something on my right thigh and realized it was Karen's hand. My cock twitched. I turned my head to look at her and arched an eyebrow.

She mouthed, "No?"

I felt her hand leave my thigh, but I grabbed it, put it back, and smiled as I whispered to her, "Oh, yes, yes, yes!"

She smiled back at me as I felt her hand sliding up and down my thigh. Her hand came closer and closer to my cock with each stroke, but never quite making it. I groaned in frustration. My cock was fully erect again and begging to be touched. My eyes closed, and I enjoyed the sensations of her fingernails tracing up and down my thigh.

Suddenly, I realized I was no longer feeling her hand, but I could hear her moving around beside me. I opened my eyes to see Karen grinning like the Cheshire Cat.

She said, "I was getting hot."

"Huh?" I eloquently said.

Just then, something floated in front of me. I grabbed it and took it out of the water. I was holding two tiny fabric triangles connected by a string. It was Karen's bikini top! That meant she was topless below the water, but I couldn't see anything!

The thought of seeing her puffies again made me feel harder than I'd thought possible. My eyes were locked on the location of her chest that was still underwater.

She was still smiling as she slowly sat up higher. The water beaded off of her breasts, dripping off the tips of her puffy nipples. We were sitting next to each other and my eyes were about eighteen inches from her tits. My cock twitched again. Her breasts didn't sag, instead, they pointed straight out with long nipples capping her puffy areolas.

I quit smiling and stared at her with intense lust. Adrenaline coursed through my body. Everything else faded out and the only sound I could hear was my heartbeat. My body was ready to fuck. I couldn't think about anything else.

I made another questionable decision, grabbing her jaw and pulling her to me until our lips met and we began kissing passionately. I couldn't get enough, and I wasn't getting enough. I wasn't wondering anymore about what might happen tonight. It was as if my last inhibition had dropped and I had become an out of control lust filled animal. She let out a soft 'Mmm' and slipped her tongue into my mouth. Helen must not have been paying attention because I suddenly heard an alarmed whisper.

"Karen!" Helen said in an alarmed whisper.

I jumped a little, surprising Karen. Honestly, I had forgotten that Helen was in the hot tub.

At that point, a car drove by slowly, which Karen and I pretty much ignored, but Helen became even more wound up.

"Karen! The police are here and if they see us, we'll get fined, we'll lose our jobs, and..." she said, sounding like she was about to panic.

Karen and I separated, she looked at me and winked, and then I turned to look at Helen. Truth be told, I was kind of worried about getting caught, too, but since my cock felt like the phallic version of Mr. Universe, I just brushed it off. The police car continued moving slowly but was soon out of sight of the pool.

"Helen, you worry too much," said Karen. "The police always stop by the office and check on my cousin if the light in the office is on. She told them she'd just walked the property and there was no need for them to do it again."

I turned and looked at her. "How do you know that?" I asked.

"Simple, I told her I had a guest and that we'd like some privacy."

She looked over at Helen. "And I didn't mention you at all."

Helen didn't sound convinced when she said, "Okay. Pour me another glass."

"I know what would relax you," Karen told Helen.

"What?"

"Getting off!"

Helen took a big gulp of wine.

"I already came on your tits and I'm pretty sure you haven't cum at all. You've got to be feeling on edge by now, just ready for that pussy to be stroked," I said lasciviously. I wasn't really sure who would be doing the stroking, Karen or me, but either possibility was exciting.

Helen exhaled loudly then nodded.

As much as I wanted fuck Karen, I also wanted to do something sexual to or with Helen. A threesome would be nice, but even with the way things are going now I don't want to fuck this up. I'm not about to suggest it. Besides, it might scare Helen into doing nothing at all, and I certainly don't want that, I thought.

Karen slid onto my lap, facing me. We began making out again, doing our best to stick our tongues down each others throats. Her hands roamed all over my back and butt and occasionally brushed my cock. For my part, I held onto her ass with one hand while I squeezed her tits with the other.

I started to hear heavy breathing from Helen. I opened my eyes and stopped kissing Karen for a moment to look at Helen. When I stopped kissing her, Karen opened her eyes quizzically for a moment then heard the noises Helen was making and turned to look at her also.

Helen was sitting up with her chest out of the water and she'd peeled the upper part of her one-piece down over her arms! Her boobs seemed to float in the water. Her eyes were closed and her right hand was below the water, presumably rubbing her pussy. She moaned frequently but didn't seem to be in a hurry. I had topless Karen on my lap, and I had Helen on my left...moaning. It was sensory overload.

Karen and I turned back toward each other and we smiled. We started making out again. Figuring this was my chance, I reached out with my left under the water, put it on Helen's right thigh, and began slowly rubbing it. Helen gently, but firmly, removed my hand from her thigh. Oh, well. Maybe I'll get to at least see her cum.

Karen and I continued to furiously make out. She continued crushing her tits against my chest and I continued grabbing them and squeezing her nipples. Suddenly, Karen pulled back a little and gave me a hungry look.

She stood up part way until her bikini bottoms were out of the water then scooted close enough to me so that her breasts were at the level of my mouth. I would've had one in my mouth immediately, but what happened next derailed that train of thought.

She pulled her bottoms to the side, exposing her very swollen pussy lips. She put her other hand on the edge of the hot tub, then eased back down onto my lap until I could feel her pussy against my cock. She moved up and down a few times, rubbing my cock against her slick, puffy lips.

She was so wet...even under water. She raised up a little more, took her hand off of the edge of the hot tub, grabbed my cock while still holding her bottoms to the side, and slowly sat down, guiding the tip of my erection between her lips.