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“What the…., ooohhh!” I exclaimed as Carl’s cock slid into me with a single thrust. At my exclamation, Sue opened her eyes and saw Carl kneeling behind me, his cock obviously deep inside me.

Hope you don’t mind me joining in girls?” he asked as his cock stroked in and out. “You must be Sue right?”

Sue nodded, unable to speak, Carl laughed. I felt embarrassed. Carl slipped out of my pussy, moved round and kissed me. “Don’t worry,” he said reassuringly. “If I’d only known, I’d’ve come round earlier”

I kissed him back, “You don’t mind? You sure?”

“I don’t mind if you two don’t, or would you rather I left you two to get on with it?”

“No,” I replied, “it’s fine with me. Sue?”

Sue laughed. “Fair’s fair. Besides, if he’s as good as you say he is, well….”

We all laughed. “So what now?” Carl asked.

“Well,” Sue replied, “since you interrupted Lisa before she got the chance to eat my pussy, I guess you’d better do it instead. That is if Lisa doesn’t mind.”

I laughed. I kissed Carl briefly then pushed him on to his back. “He’s all yours,” I said.

Sue wasted no time. In seconds she had her legs on either side of his head and was grinding her pussy against his mouth. As she leaned forward to support herself against the sofa, I lowered myself into place so that I could take his cock into my mouth. I licked my tongue along the length of his shaft, tasting myself on his cock. From where I lay I could see Carl’s tongue lapping at Sue’s pussy. I could see her juices coating his face. I parted my lips and took his cock into my mouth

Sue was moaning as Carl’s tongue worked on her pussy. I could see she was playing with her tits as he mouth explored her. My own need was growing. I stopped sucking and positioned myself over his cock. I lowered my hips and felt it slide into me. I quickly found a rhythm and was riding his cock in much the way that Sue was riding his face.

Sue began to moan more and more loudly. The intensity of her arousal only served to heighten mine. She was getting close to a climax and I ground myself up and down the length of his pole, feeling myself stretch around it. Suddenly Sue cried out. “Yesss!” she exclaimed. Her body shook as her orgasm spread from her pussy to possess her. She moved away and lounged against the sofa.

Carl and I rolled over. He kissed me, I could taste Sue’s essence on his lips as his cock pounded in and out of my pussy. That was all that was needed to release my own orgasm. My body writhed beneath Carl’s as my climax broke over me. Carl’s cock pumped in and out of me, plunging deep inside me with every thrust of his hips. Suddenly his body began to shake. Pinning me to the floor with one massive thrust, he emptied himself deep inside me. I cried out as the final tremors of my climax shook me.

Carl rolled away. His cum started to leak from my pussy as he lay between Sue and myself. Sue leaned over and kissed me. Our tongues met and then parted. Temporarily exhausted I nodded towards Carl’s receding cock. Sue nodded then moved herself into position so that she could lick him clean.

I watched, entranced, as Sue’s mouth engulfed Carl’s cock. She sucked hungrily, cleaning every trace of his cum and my juices from its length. I was amazed when, in what seemed like no time at all, his cock began stiffening in response to Sue’s touch. I dipped my fingers to my tender pussy, feeling Carl’s cum coat them as I watched Sue’s mouth slide easily up and down his shaft. I lifted my fingers to my mouth, savouring our mixed essences.

Sue glanced at me, her eyes asking permission for what she was about to do next. I smiled and nodded. Sue moved up Carl’s body. Positioning her legs on either side of his she reached back and guided him into her hole. “Ooohh!” she sighed as she slowly impaled herself on him. I lay there, content for the moment to watch as my best friend enjoyed Carl’s cock, my fingers absently stroking my clit.

Sue leaned forward, smothering Carl with her breasts as her hips slid up and down. Carl’s tongue swirled around her nipples causing Sue to moan dreamily with contentment.

I was getting hot. Just watching Sue and Carl together was turning me on something crazy. Somehow Carl must have noticed my plight. Pausing briefly he said, “Lisa appears to be missing out. Tell you what, why don’t you lick her pussy while I fuck you from behind?”

Sue looked at me, unsure as to what to do next. I hesitated slightly. This was further than we’d ever gone before. Thinking back to earlier in the evening, I felt a growing excitement at the idea of Sue’s tongue lapping at my cunt. I nodded, “Sure,” I said, “if Sue doesn’t mind.” Sue laughed as she dismounted Carl’s cock and moved between my legs. Carl moved behind her. Sue’s eyes closed and a look of sheer lust washed over her face as Carl took her from behind.

I was trembling in anticipation. Sue lowered her head, bringing it closer and closer to my mound. Her tongue snaked out, grazed across my clit, causing me to cry out. Suddenly the only thing I was aware of was my best friend’s tongue probing my most sensitive flesh. Sue softly nuzzled my lips, her tongue darting between them to lap at my hole. Her tongue darted in and out of my pussy sending ecstatic tremors through my body. My fingers were in her hair, pushing her face against me as her tongue lapped mercilessly at my clit.

“Oh God, oh yes, Oh Sue!” I cried. I looked down to see her stare up at me. Her dark eyes smouldered with desire as her tongue circled and flicked my clit. I began to play with my tits. Cupping them, squeezing them, my fingers flicking my nipples in time with Sue’s tongue on my clit. My back arched off the floor. My womb contracted violently. “Oooohhh, mmmmmm, ahhh!” I sighed as my climax broke over me.

Sue’s mouth was gone. My eyes were closed as I let my orgasm take me to new heights. Distantly I could here Sue and Carl. He was grunting and moaning in that familiar way that I knew heralded the arrival of his own explosion. Sue was screaming, “Fuck me, fuck me, come on give it to me. Oh yes, oh yes. Harder, harder hard….oooh.” That “ooooh” coupled with a loud “Ungh” from Carl told me that he had just emptied his balls into Sue. She lay down beside me. I turned and kissed her. Her fingers were in her pussy and I realised that she hadn’t come yet.

Tentatively I said, “Let me take care of that.” Sue smiled and opened her legs. I got down between them. Carl’s cum was bubbling from her pussy. I closed my eyes and moved forward. Her scent was overpowering. I ran my tongue lightly over her lips. Pushing them apart I probed deeper. Soon I was lapping Carl’s cum from her cunt as she writhed from side to side. I savoured his cum. Sue’s juices coated my face. I was delirious with pleasure.

Sue grabbed my head, pushing it harder against her. I sucked her swollen clit into my mouth and flicked it with my tongue. Sue cried out, her body shook. I was so lost in my own sensations that it took me several moments to realise she was begging me to stop.

I sat up and glanced at Carl. He was sitting on the edge of the sofa, his hand furiously beating his cock. “Hell that was hot,” he said from between clenched teeth. Sue was suddenly beside me, we were kneeling in front of Carl. “Oh yes, I’m cumming, I’m cumming!” he yelled. Sue and I opened our mouths expectantly. His first jet took Sue in the face, the next shot straight into my eager mouth. Despite having already shot a load in to each of our pussies he shot spurt after spurt of hot sticky cum into our mouths and over our faces.

At last his eruption ceased. I licked the last drops off the end of his flagging cock. I turned to smile Sue. A radiant smile crossed her cum drenched face as she leaned forward to kiss me. For the next few minutes we kissed and licked Carl's cum off each others' faces then all three of us snuggled up together on the sofa.

Since Sue had drunk too much to be able to drive, all three of us ended up staying the night together. Not that any of us got much sleep. The night passed in a blur of sexual activity. As a result of that evening I’m now able to freely enjoy my encounters with Sue and Keith free of any guilt. As for Carl, well he gets to have me and Sue on a fairly regular basis too. I pretty sure that neither he nor Keith are complaining about this turn of events. Sue and I certainly aren’t.