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She realized she could hear Ben working out in the living-room. Viv would probably be terribly upset if she missed the show. The thought of watching him move and strain made her body, still partially under the grip of the alcohol, get wet fast. She gently took Viv's hand and slid it into the fly of her boy-shorts and between her legs, wondering if she could get off on her friend's fingers before the other girl woke up.

Less than a minute later, she had her answer as her body bucked and spasmed as Viv continued to almost snore beside her. Grinning, she cleaned Viv's fingers on the sheets. She rolled out of bed onto shaky legs and started stretching.

"Viv, wake up, slut. Daddy's out there exercising, if you want to watch."

Viv rolled over onto her belly and looked around at Pauletta. "Hm? Whadja say?"

Pauletta grinned and leaned close, deliberately giving the girl a distracting view of ample cleavage. "I said Daddy's working out in the living-room, if you want to go make some breakfast and watch him, horny little slut."

A smile spread across her face. "God. Oh God, yes. Make breakfast, watch him work out, and jack off while I do it. Do you think he'd notice?"

"Slut."

"Mm-hm." She rolled back on her side and stretched, her gown failing to cover anything below her waist. "Definitely. So what were you when you were screaming 'Daddy, Daddy' as you squirted all over the beer bottle?" She levered herself up off the bed and headed for the door, grinning. "I gotta pee, then I'm starving. Let's go find some breakfast."

** ** **

Ben grinned to himself as he heard the bedroom door open and the two girls come out. He had been deliberately noisier than usual about setting up his workout equipment, hoping to get them awake and moving before he finally started on his routine. He'd caught Pauletta watching him before and if she'd taken pics and sent them to Viv and got Viv excited, then the odds were that Viv would be interested in watching him work out, too. He didn't really consider himself to be worth watching -- still too much body fat in too many places and only the hint of the beginning of muscle tone and definition starting to show. But if the ladies like it...

Unfortunately, the adventure in the girls' bedroom had left him with a huge boner that made a highly visible bulge in his shorts. That meant he'd be keeping his back to them or risk giving away the game. And he discovered he was thinking of it as such. It was his move and he planned to get them as stirred up as possible so that they would need to come play with him while he was asleep, which he now had his security camera set to capture. The move after that depended on how the girls played theirs, but waking either one of them up with his cock slamming into a juicy little cunt was starting to sound pretty appealing.

That's for later. Right now, tease them into arousal so that they have to play with you when you are "safe." With that thought in mind, he settled into his work-out, intent on driving them crazy for the next hour.

** ** **

Viv tucked away her cell-phone and grinned at Pauletta, flashing three fingers at her as Ben put the barbells back on the weight-rack. Pauletta stuck her tongue out and flipped the girl off. Viv grinned impishly, then raised an eyebrow in silent question. Pauletta glared at her for several seconds then held up one finger.

But it was a doozey. Leave it to Viv to turn watching him work out into some sort of sex competition. She arched backward, stretching and popping her spine, then realized Ben was watching her and blushed.

"I didn't wake y'all up, did I?"

Viv grinned and held up four fingers when he turned away. "No, sir. Your terrible daughter woke me up. Whatever you did didn't bother me at all."

Pauletta wondered about the smirk on his face as he came into the kitchen with their empty beer bottles. He held them up, one on almost every finger, and grinned. "These probably helped make sure of that."

Pauletta opened the lid of the trashcan for him. "Maybe for her, but I still wake up just as easily even after I've been drinking." She caught a glimpse of the smirk again. "What? What are you grinning about?"

He shrugged, still grinning. "Lucky you. Makes it hard for anyone to take advantage of you, I'd guess."

She grunted noncommittally. "I guess. Are you going to eat something?"

He was digging around in the refrigerator. "No, I ate right after work. I'm going to drink this protein shake, take a shower, and go to bed soon. From the looks of you two, I'd suggest doing the same."

Pauletta nodded. "I probably will. We were up late drinking and trying to make Spa City actually play."

"Sad thing is, you could likely get in a lot of good play-time right now, what with it being school hours." He looked at Viv, who was giggling.

She waved a hand at him. "I'm sorry -- that just reminded me of something from last night. And I think I may still be a little tipsy."

Pauletta watched Viv as she watched Ben drain his glass of what looked like strawberry milk. Once finished, he sauntered towards the bathroom, apparently oblivious to the effect he was having on Viv.

Once he was gone, Viv looked at her, eyes all but glazed over. "Please tell me you have a peep-hole."

"A what?"

"A peep-hole from your room into the bathroom. I wanna see him naked. I think he had a hard-on and I wanna know!"

Pauletta rolled her eyes. "Oh just go climb into the shower with him! I doubt he'd put you out."

Viv made a pouty face. "I can't until the dare is over, bee. Otherwise, believe me I would. My little lips can just feel his enormous manliness forcing -"

"Enough!" Pauletta covered her ears. "God, girl -- you are hopeless. I've never looked for one or made one."

Viv shrugged. "Ah, well. There's always media-center." She pulled out her phone and stood up. "And his bed." She grinned and raced thru the living-room, her skimpy nightie sliding up to expose her buttcheeks.

Pauletta sat down at the table and put her head in her hands. Thanks to Viv, she was now insatiably horny and couldn't think about anything else but screwing her brains out. And Viv wasn't exactly being quiet in there, either. And wouldn't that be lovely -- Daddy to come out of the shower and catch my friend masturbating on his bed to pics I took of me playing with him and exposing him while he slept. That would be just perfect. She realized she was fingering herself and promptly shoved those fingers into her mouth and bit down on them.

Viv came out shortly afterward, a devilish grin on her face and sat down beside her. "Think he'll be able to go to sleep on a pillow that I wiped my orgasmic pussy on?"

"You didn't! Oh, God," Pauletta moaned in despair.

Viv let out a happy sigh. "I did. Oooooh, God," she said blissfully. "I can't wait until he goes to sleep so I can rub my wet, throbbing lips on him. I figure the pussy juice on his pillow should give him a hard-on in his sleep."

"I can't believe you're wanting to fuck my dad."

Viv punched her lightly on the arm. "Stepdad and I can't believe you aren't! Apparently, your mom and I have similar taste in men. That man standing there on the other side of this wall, less than ten feet away from us, naked, dripping wet, and all muscley is a hunk. A fuck-me-now-stud. Your mom is a lucky lady. And he happens to look like a couple of your ex's that I know of. Hope he acts better."

"Uh. Other than telling me he'd love to do me at the drop of a hat, cheating on Mom? Yeah, sure, he acts better. Now hush, he'll be out any second."

** ** **

Ben nudged his door closed, making sure it didn't latch. There - make it easier for them, he thought. As he sat down to play some Mafia Wars before hitting the sack, he saw the blinking icon of another security video capture waiting. The brief frown was replaced by a smile as he thought about what the camera might have caught. He slipped his headphones on and called up the video.

Viv raced into view and sprawled face-down on his unkempt bed. She propped herself up on her elbows and started playing with her phone. The photos weren't legible, but they were obviously exciting her. She dropped one hand to a tit and began massaging it through her skimpy nightgown. After a few seconds, she moved the cloth down as Ben had done and began tugging on her nipple. Her mouth was hanging open and the audio track caught the sound of her breathing turning into panting. Biting her bottom lip, she shoved her hand under her belly with a grunt, squirming her hips up until she was satisfied. Moaning, she lowered herself onto her hand and began grinding. She slowly flipped through the pictures on her phone, squirming against her fingers and moaning, getting louder. Finally, she spread her legs apart farther and put her head down on his pillow, still looking at her phone while coincidentally facing the hidden camera. Her eyes fell closed and she put her phone down so she could work her pussy with both hands. Her moaning was almost constant now, as her hips raced against her hands.

"Oh, daddy, please fuck your little stepslut, please," she whispered, just loud enough to be heard by the camera. "Yes, sir, just like that..." Her mouth fell open as her orgasm hit and she groaned, a long, low, animal sound as her hips shook spasmodically. She continued to whimper as her body slowed and finally stopped. She opened her eyes with an impish grin. Sitting up on her knees, she took his pillow and pressed it to her freshly-fingered pussy and ground herself against it. Flipping it over, she carefully put it back in place. Sucking on her fingers, she collected her phone and sauntered out of his room...

Ben was sorely tempted to walk back to the kitchen and fuck the little minx's brains out, spread across the dining-table. She was already revved up and running hot, obviously. No, I think I want to wait and see what the two of them cook up together while I'm asleep. He checked his bed and found a tiny dark spot that smelled like sex. The underside of his pillow was another story entirely -- it was more than just a small spot. He grinned, inhaling. That's gonna make it hard to go to sleep. Or make me go to sleep hard.

** ** **

"Okay, bitch, we need a plan." The girls were sprawled on Pauletta's bed, awake again after a post-workout nap. "You say he and your mom joke about having woke up halfway through sex with no idea of how they got started?"

Pauletta groaned and rolled up on her side to face away from Viv. "Yes, that's the story. They thought it was really funny."

"I bet I can take him. Oh, yummy, I bet we could take him deep and jack off on him if we move just enough to get him inside and then keep still."

"You're insane, Viv. Obsessed and insane."

"He's hot, bee. I'm just saying what you are feeling. If you weren't, you wouldn't have gone on Misha's dare. We'll need pics. Not that anyone will ever see them, but I know I at least will get a lot of really pleasurable mileage out of them."

"Fine."

"Think he's asleep?"

"Soundly, I'm sure."

"Hey, c'mon, girl." Viv laid her hand on Pauletta's arm and gave her a gentle shake. "What's wrong?"

Pauletta sighed. "Everything. You are obsessing over this, treating him like some giant sex-toy. I feel like everything is spinning totally out of control. You've got me ragingly horny and fixated on my stepdad. I don't want to want him and yet here I am, soaking fucking wet at the thought of watching you play with him in his sleep."

"Hormones make you do stupid shit, bee." She grabbed Pauletta's shoulder and rolled her onto her back. In one swift move, Viv straddled her and planed her hands on her shoulders, pinning her. "You want what he's got, he wants what you've got -- get together and trade, dammit." She sat back, grinding her hips against Pauletta's and slid her nightie over her head. "What do you think he'd do if he woke up to this sight?"

Pauletta giggled and arched her hips. "Prolly this." She reached up and grabbed the other girl's tits. "He's awful and you can see he wants to devour you."

"Mmmm." Viv closed her eyes and leaned her head back, smiling. "Marvelous. So, we're agreed? One deep penetration and then jack off around him?"

"Geez, slut!" Pauletta pushed the girl off to the side amid a storm of giggling.

"Look, I'm going in naked -- you have to come take pics, so you have to go in naked, too." She grabbed Pauletta's boy-shorts and started pulling them off.

"Okay, okay, fine!" She rolled off the bed and quickly stripped to Viv's appreciative noises. "Let's go drive ourselves insane on stepdaddy-dearest's cock." She stopped at the door and looked over her shoulder. "What if he wakes up and sees us in his room, naked?"

Viv giggled and wrapped her arms around Pauletta's waist, tits making a pair of white-hot points in her back. "We have a threesome!"

Giggling, the girls hurried through the hall and kitchen, where they stopped to listen. Pauletta silenced her phone and switched to to camera mode, giving Viv a thumbs-up. The dark-haired girl grinned and crept across the living-room to Ben's door, which stood open a tiny crack, and peered in. Pauletta snapped a picture, Viv's pose reminding her of a cat peeking into a new space it had never encountered.

She watched as her friend carefully nudged the door open and took another pic, angled to catch the nude intruder and the man sprawled on the bed beyond. If I thought I could get away with showing this anywhere, this is an awesome pic. But if Daddy ever say it, we'd be in it up to our necks! She had to fight back a giggle at the thought and concentrated on taking pics of Viv approaching Ben's bed.

Viv sank to her knees next to the bed, hands covering her mouth. The naked canvas of her lean, tanned body made Pauletta envious and horny at the same time. The setting was perfect for another picture, some fey sprite come to worship at the altar of her lust. Tentatively, Viv reached out toward him where he lay, sprawled on his back. Her hands hovered a scant inch above his belly before she began seemingly stroking the air above him. Up his belly to his chest, stopping to almost brush his nipples before moving to leave phantom caresses on his face. Then down, slowly, along his sides to his hips and down his legs. Finally, her hands drifted back up to his waist and she let them settle -- slowly, lightly onto the cloth of his pajama shorts. His erection was huge and had Viv's complete attention. Pauletta moved to capture the look of rapt awe on her friend's face.

Very slowly, Viv moved one hand off his hip to gently stroke his manhood hidden behind the cloth. She let her hand settle into a loose grip around him and leaned forward to plant a kiss on the fabric.

"He smells delicious." Her words were barely whispered, but to Pauletta, Viv seemed to be shouting. She moved her hand began smelling her way up his body. At his nipple, she paused to kiss it then ran her tongue around it. Ben twitched and Pauletta felt her heart -- already racing -- double its speed. Seriously... what do we do if he wakes up and catches us? The wetness between her legs suggested Viv's idea was more than acceptable to certain parts of her. More pictures.

Gently, Viv began doing exactly what Pauletta had done -- God, was it only yesterday? - and gathered the fabric of his shorts-leg into a bunch to move it away from his prize. Holding her hair back, Viv took him into her mouth. Pauletta felt a perverse pleasure in noting Viv hadn't taken him as deeply as she had. God bless a repressible gag reflex. More pics. But my God she looks so hot doing him like that.

Finally, Viv let go of him and moved to straddle him. Pauletta was taking pics almost constantly now. Carefully, she shifted her weight so as to not touch him any more than necessary, leaving her almost in a squat over him. Reaching down, she fingered her pussy as Pauletta took more pics, then carefully eased Ben's manhood up where she could take it in. And take him she did, easing down his shaft in a move so slow and careful that it would have driven a conscious man insane with desire. Stopping just shy of sitting on him, Viv ran her hands up her legs and over her belly to her tits. For several seconds, she played with them, pinching, pulling, and rubbing the nipples into pointed little rocks of flesh. Then she slid one hand down between her spread thighs and pushed on her clit. Slowly, her head tipped back and sideways and her mouth fell open.

Pauletta hoped her friend could stay quiet. The setting was starting to drive her insane with need and the air was thick with the smell of sex. Viv started panting and the finger on her sex-button was steadily tapping. Pauletta took close-ups of Viv's face as well as Ben's manhood piercing her flower. One small, soft moaning exhale was the only audible clue Viv's orgasm had hit. Her finger slowed its tapping until finally she stopped completely. Carefully, she slid her way off him and off his bed.

She leaned close to Pauletta. "In-fucking-tense, bee. You want a turn?"

No, I want to fuck him until he wakes up and rolls me over, holds me down, and pounds me until I scream. I want him to go far away so I never have to feel how wet he makes me ever again. "Hell, yeah."

She'd all but done it before -- weight on all fours over him and backing onto him. It was so, so easy -- watching his sleeping face and feeling his cock slowly make its way into her core. She was so wet that there was no hesitation. But then I'm getting sloppy seconds, he's already covered in Viv's cum. That thought made her breath catch. Viv had fucked her daddy and now she was about to. She wanted to curl up on him and cry even as she wanted to slam her hips against his until she exploded. Instead, she eased back until there was no more room for him and then she leaned away from him. Her finger found her clit and started to move. She gave her hips one slow, smooth roll, enjoying the feel of his shaft sliding out then back in, then concentrated on fingering herself.

His head moved, rolling from one side to the other and one arm pulled in close to brush her leg. Daddy... I wanna cum so hard for you that I soak you Her spasms hit, rocking her to her core. "Daddy... oh, Daddy..." She wasn't sure if she'd said it out loud, but he didn't move as her body continued its release. Finally, she found the strength to ease herself off him.

"He's gonna know. He's gonna wake up with a cock covered in pussy juices."

Viv simply winked and moved back to the bed, where she carefully took his soaked erection into her mouth again. After several seconds of attention, she sat back on her heels and examined him. Satisfied, she pulled his shorts back over him and caught Pauletta by the hand, almost dragging her from the room.

** ** **

Ben sat back as the video ended with the girls leaving his room. And I slept through all that? He played the last few minutes again, as Pauletta slowly mounted him. His cock throbbed as he watched her hump him one time then worked herself into oblivion, calling to him at the very end as she came. Damn, baby girl. You need it that bad? We gotta do something about that.

He brought up the video he'd shot of feeling up the two girls and went to work, picking out shots as he put together a plan.

** ** **

She was sprawled face-down on her bed, book abandoned by her pillow, maybe asleep, maybe not. Ben slipped quietly across the carpet to stand beside her bed, bottle of sexy-smelling lotion in one hand. Here goes nothing...

As he slid his leg over her, straddling the small of her back, she apparently realized he was there and started to turn over. He stopped her with a palm in the middle of her shoulder blades while he finished getting into position.