The Audience

Tess's hair was still a damp mess. She had on no makeup or lipstick, while Cassie was all dolled up, ready for the party they had planned on attending. Her full, pouty lips were painted a bright red, as were the nails on her fingers and toes.

She was wearing makeup and eyeliner, and Ted thought that she was really a pretty girl. And at that moment, she looked absolutely amazing.

Her body was flush with excitement and her nipples were standing straight out. Her pussy was so wet Ted could see moisture on her ass cheeks.

Ted noticed that Cassie was scanning back and forth between his hand going up and down on his cock, and Tess. He watched her eyes and saw that she was taking in the sight of Tess circling her clit, her other hand groping her own tits. She scanned Tess's slender body and legs, before looking back over to Ted's erection.

Tess meanwhile was also watching everything going on around her. She watched Ted jacking off, she watched Cassie fingering herself and Cassie's big titties heaving with her heavy breathing.

It occurred to Ted that he had intended to put on a show for Cassie. He had wanted to fuck Tess with Cassie watching, to be the performer with her as the audience. What was actually happening was that all three of them were the performers, and the audience. And Ted found that to be pretty damn exciting too.

As they progressed they all got hotter and hotter, all three playing exhibitionist and voyeur. Soon they were whimpering and moaning, the sexy sounds adding to the eroticism of the whole thing.

At one point, Cassie had two fingers inside her pussy and began to thrust them into herself in time with Ted's stroking, while she worked her clit with her other hand. He had to wonder if she was thinking about fucking him.

He looked over at Tess, and she was mimicking Cassie's movements, but she was watching Cassie, and she was starting to pant in time with her fingers.

Her panting drew Cassie's attention, and she turned enough to see Tess's pretty face. Tess smiled at her and whispered, "Hey buddy!" It was her catchphrase hello that she only used for Cassie.

"Hey yourself." Cassie replied with her go to response. Cassie gazed at her friend like she was deep in thought. Finally she spoke up, "You know, you never answered Ted's question." She was so turned on that she decided that she had to push the envelope.

After a pause, Tess asked her, "What question?" She temporarily lost her rhythm of her fingers, but kept them moving regardless.

"When Ted asked if you were turned off by the thought of fooling around, you know, with me?" Cassie asked in such a timid tone that Ted and Tess both stopped masturbating. Tess had actually stopped breathing when she heard the question.

Ted saw Tess take a deep breath while maintaining eye contact with Cassie. Finally she answered, "No, I guess it doesn't turn me off. It just caught me off guard I guess."

"Sooo..." Cassie hesitated, before plunging forward, "When you were cumming, you called my name." It was a statement of fact, everyone knew it. But Cassie put it out there like a question.

Tess simply stared back at her friend, not sure how to reply. Cassie seemed to be holding her breath and Ted was struggling to keep his hands still on his cock. He didn't know where this was going, but he had an idea. And he didn't want to cum too soon.

Suddenly Tess reached out with both hands and grabbed Cassie's face, pulling her in for a kiss.

Cassie made a noise in her throat that could have been terror, surprise, or even joy, but in seconds she wrapped her arms around Tess and pulled their bodies together.

"Holy Fuck!" Was all Ted could say as he unwittingly grasped his dick again and squeezed.

The girls were in full on make out mode. Their tongues were dueling and lips were smashing together, and soon their hands were roaming.

Tess lowered a hand and grasped Cassie's left breast, while Cassie began to grope Tess's tits.

Cassie stopped the kiss to grab Tess's other hand, the one she'd been masturbating with, and bring it to her mouth.

She looked her best friend in the eye as she wrapped her lips around the wet digits of Tess's hand.

"Fuck buddy, I had no idea!" Tess sighed. She fondled Cassie's breast, enjoying weight, the fullness, and the hard nipple in her palm, as she watched Cassie suck her fingers clean.

The sheer heft of Cassie's tittie was a thrill for Tess, who always wished hers were bigger.

Cassie pulled the fingers from her mouth and asked quietly, "And now that you do?

Tess's face lit up with her devilish smile and she answered, "Now I say, let's fucking go for it!"

She dropped her now clean fingers to Cassie's crotch and leaned in to kiss her again as her fingers started to explore a snatch that wasn't hers for the first time in her life.

Cassie responded eagerly to the kiss and spread her legs for her friend. She brought her hand back to Tess's breast, and was instantly enamored by the firmness of it.

She brought her fingers to the nipple in the center, so much smaller than her own that it seemed dainty. She pinched it while pulling out, because she knew Tess loved that.

Tess and Cassie had had many late night conversations about their likes and dislikes regarding sex. Cassie was determined to use her knowledge to make it good for her friend.

Tess groaned into Cassie's mouth and reached inside her to search for her Gspot. But before she could get the angle right, she felt Cassie's fingers stroke her own pussy.

Tess moaned and almost forgot her task of exploring Cassie's pussy. But she managed to slip a finger into her friend as deep as she could reach, bringing on a kiss breaking gasp from Cassie.

Tess was amazed by the feel of another woman's pussy. It was just like her own, but yet way different. Cassie had powerful, inner muscles, which felt thicker than her own, flexing on Tess's fingers. Tess broke the kiss again to look down at her finger disappearing into her friend.

"Fuck." She breathed. "Fuck is right!" Cassie squealed. She leaned against the couch and let Tess explore.

She wanted so badly to just attack her friend, but relinquished control, for now. She loved the tenderness of Tess's touch, so different from how guys did it.

Cassie caressed Tess from her shoulder to her hip, softly, encouraging her friend to continue to get to know her body.

Tess leaned over farther and withdrew her finger from her friends hot, muscular depths. She wanted to get acquainted with Cassie's puffy lips, they were fascinating, and she used her fingers to pull the thick labia open.

She spread the meaty flaps apart and watched them pulse with arousal. Tess was amazed by the difference in skin tone from Cassie's thick thighs, which were pale compared to the deep color of her blood engorged labia.

Yet Tess noticed that Cassie's clit was still barely visible, just peaking out of its meaty hood. She brought her wet fingertips up to gently unveil the little treasure.

Tess whispered, "Wow!" At the sight of the little pearl begging for attention. She was starting to get a better understanding of Ted's passion for giving oral, Cassie's pussy seemed to beckon her.

Cassie was breathing in short, shallow gasps as she struggled to stay still and allow her friend to explore her most intimate parts. She never expected this to happen, much less with Ted looking on and stroking his fat dick.

She looked at him and watched a drop of precum ooze from the tip as he stroked slowly. He pulled his foreskin back and used the palm of his other hand to smear the clear drop all around his thick, swollen head. Cassie thought about how much she loved to do that with her tongue. She wondered what Ted would taste like.

But just then, Tess pinched her clit tenderly between her thumb and forefinger, causing Cassie to gasp and look at her friend. Tess was smiling at her with her most devious grin and sparkling eyes.

That look, oozing mischief, set Cassie off. She could no longer be passive and let Tess do what she wanted. Cassie needed to do things too.

She pushed Tess backwards and practically tackled her to the couch. Tess let out a yelp of surprise as her friend took control.

Cassie pinned Tess easily with her heavier body and attacked Tess's tits with her mouth. She had always been enamored by the apparent firmness of Tess's tits compared to her own.

She remembered that Tess had told her that she loved the way Ted sucked her nipples hard, and she pulled a hard pink nipple, so much daintier than her own, between her lips and applied suction.

"Oh fuck Cass!" Tess whined. Cassie was encouraged by her friends response, and slipped a hand lower to lightly scrape the flesh of Tess's hip with her nails, then dragging them across to tease her just above her pubic mound.

Needing some contact of her own, Cassie realized that Tess's leg was between her own, and rubbed herself on the smooth, bare, muscular thigh.

Tess was moaning from the stimulation of her nipple, and her pitch rose from the nails on her loin. And when she felt the hot, wetness on her leg, she knew exactly what it was. She gasped at the thought of Cassie rubbing her wet pussy on her.

It was surprisingly exciting to Tess that Cassie had gotten that wet because of her. And it was equally surprising that she had gotten just as wet for Cassie.

She knew she was just as wet, as she could feel her juices seeping down her ass. And she suddenly needed some stimulation of her own.

Tess reached down and grabbed the hand Cassie was using to tickle her loins, that teasing and tantalizing hand, and moved it lower. "Touch me Cass," Tess whined, "C'mon baby, touch me!"

Cassie could not refuse that demand, she had wanted to touch Tess for longer than she would admit. And soon her fingers were stroking through Tess's wet lips, before the middle one entered her to the second knuckle.

Tess let out a deep sigh, her hips flexed upward, fucking against Cassie's hand and finger. "Oh yeah buddy." She hissed.

Tess looked at her boyfriend and when he met her gaze she raised her eyebrows, as if to ask if he could believe what was happening. Ted simply shook his head, he couldn't believe it either.

Cassie was thrilled to finally get to do these things with Tess, and even more thrilled with her response. But she wanted to do more.

She slipped her thumb against Tess's clit, and it rocked against it as she worked her finger in her tight snatch.

Tess rocked her hips in time with Cassie's hand and was showing signs that she was climbing towards a climax. But Cassie didn't want her to cum yet, and not just on her hand.

Cassie pulled her thumb out of the way, and Tess whined her frustration, "Ohh, c'mon buddy, don't stop now, don't tease me!"

Cassie smiled at her friend and whispered, "Don't worry buddy, I won't leave you hanging." And with that she started to kiss her way down Tess's lithe body, still working her finger in and out of her pussy.

Cassie loved how tight Tess felt, and worked her finger in and out, but deeper now, she had to make a fist with her remaining fingers to get as deep as possible.

Both girls had almost forgotten about Ted, but when he saw what Cassie was about to do he moaned out loud. He was still jacking off, but trying to make it last. The fact that he was now the audience, to the hottest show he could imagine, was not lost on him.

And now he knew he couldn't last much longer. Of all the crazy, sexually exciting things he had experienced with Tess, this was over the top.

Tess was temporarily distracted by Ted's moan, and looked at him as he struggled with his building orgasm. His cock looked bigger than she had ever seen it before, and she wished she could watch him finish.

But she needed to focus on the pleasure Cassie was giving her. Because Cassie was getting really close to her goal, and Tess was squirming with excitement.

She hoped that she could watch Ted get himself off another time, because at that moment, she just wanted Cassie's tongue in her pussy. It was something she never expected to want, but at that moment, it was all she could think about.

Cassie was now running just the tip of her tongue in the groove between Tess's inner thigh and her crotch. Tess thought it was torture, she was loving it, but couldn't wait for Cassie to get on with it.

Cassie had Tess right where she wanted her. Tess was extremely turned on and squirming for more. She was so wet that Cassie could hear the sloshing sound of her finger working, and she could smell Tess's arousal. It excited her even more.

That's when Tess lost her patience, she grabbed Cassie's head in both hands and tried to guide her mouth where she needed it most. "C'mon Cass, quit torturing me! Please?!"

Tess and Cassie both heard Ted moan again, but both ignored him as Cassie finally relented and ran her tongue lightly up over Tess's enflamed, wet lips.

Tess's satisfied groan was almost drowned out by Ted's roar. His first shot sailed over Cassie's head and splattered the back of the couch, but the tail end of it stretched across the back of her head like a white line drawn across her brown hair.

Cassie was only faintly aware of Ted's climax, until the second blast hit her in the side of the face, with a dribble on Tess's hip. It felt hot on her already warm skin, and it was so exciting knowing what made him do it.

Ted continued to growl like an angry bear as he stroked his third shot off. It left a trail across Tess's belly, and he quickly realized he needed to get closer.

Dropping to his knees he squeezed his dick, only inches from Cassie's face. He tried to stop cumming until he was in place.

Cassie saw him in her peripheral vision, and as much as she wanted to keep going down on Tess, she was compelled to turn her head and suck Ted's cock into her mouth, causing him to finish spewing.

Ted tilted his head back and growled, "Ohh, Fuuck!" as Cassie took a blast across her tongue as she engulfed his swollen head with her mouth and sucked the rest of his load from his balls.

Tess was at once frustrated and amazed at this turn of events. She was frustrated because she wanted badly to have Cassie finish what she had just barely started. But also amazed by how hot it was to see her friend sucking off her lover.

Plus she had finally got to see Ted shooting a load, right on Cassie's face, which was very exciting to see.

Cassie groaned like she was eating the most sumptuous meal of her life as she sucked Ted dry. He watched her face and was amazed by her passion for cock and cum.

When he was done spewing, he looked over at Tess, worried that maybe he had overstepped his boundaries.

But Tess was smiling and watching Cassie suck him dry. She looked up at Ted and saw his concern, "It's all good babe," She told him, clasping his arm. "I'm going to cum in her mouth too!"

Ted had a sudden realization that Tess had temporarily become the audience, and had apparently enjoyed the show! He wondered if he would ever get a chance to perform more with Cassie? Did Tess have any boundaries? He wondered.

Cassie finished sucking every last drop that Ted had to give, right around the time that Tess said she was going to cum in her mouth too, and looked at her, licking her lips. "Damn right you are!" She proclaimed, before diving back in.

Tess whined and her head rolled back as her buddy lapped up through her labia and across her clit. She never saw Ted collapse to the floor. She lost track of everything but the soft touch of Cassie's tongue.

Cassie began to lap gently at Tess, softly stroking her labia with her tongue. Working from the wet center outward, opening her up.

Tess moaned quietly and massaged Cassie's scalp as Cassie began to lick deeper between her now open lips.

Cassie was in sensual overload, smelling and tasting another woman for the first time, the woman she wanted most of all, while still tasting Ted's jizz in her mouth.

She had always been secretly curious about how other women would taste, and Tess was at the top of the list. And now that she was able to indulge, she planned to make the most of it.

She hoped that if she could make it good for Tess, then Tess would want it again. And judging by the way Tess was responding, she felt that she had a good chance.

Ted meanwhile, was amazed at how fast Cassie had gone from eating pussy to sucking dick, and swallowing his cum, then straight back into the pussy eating. He was seriously impressed and turned on by her sheer lust.

Cassie was now dipping her tongue as deeply as possible into Tess, and periodically bringing the tip of her tongue gently across her clit, which was standing out proudly.

Tess was moaning and rolling her head from side to side, still running her fingers through Cassie's hair. She had her legs spread wide with one foot on top of the backrest of the couch and one foot on the floor, and her hips flexed upward in time with Cassie's tongue.

Ted sat on the floor and watched. His hardon had never completely subsided, and now he found that he was back to a full erection. He was witnessing the most erotic scene he could imagine.

He had always loved the way Tess surrendered herself to oral, but he was always the one giving it to her. Now he was back to being the audience, and he was thoroughly enjoying the show.

Cassie looked so fucking wanton, with his cum running down her face as she sucked her best friend's pussy.

She was moaning again, like she had been when she took his load, and Tess was making her sounds of pleasure too.

Ted was as aroused by the noises he was hearing as the action he was witnessing. It was easily the most erotic sounds he had ever heard.

He knew Tess, he had gone down on her enough times to know that she was climbing towards her peak. He could see Cassie's eyes fixed on Tess's face, and knew that she knew Tess was close too.

He watched in awe as Cassie started to give Tess long languid licks up the length of her slot, ending with a flick of her tongue softly along side her clit, first one side, then the other.

Then she would occasionally forgo the labia, adding extra licks with just the very tip of her tongue to Tess's now very large clit. Like she was pushing it from side to side.

Ted saw Tess's automatic response, her deep groaning turned into a long whine that sounded like crying. Her rocking hips lost their rhythm and became more spastic. Ted knew that she was so close to cumming that she was going crazy.

Tess balled up her fists, clenching Cassie by the hair and ground her snatch up against Cassie's mouth. "C'mon buddy, make me cum!" Tess demanded in a strangled voice.

Cassie responded by sucking Tess's clit hard and lashing it with her tongue while inserting two fingers into her friend's clasping snatch.

Tess exploded. Ted had never failed to bring her off whenever he went down on her, but he had never seen her cum that hard, that fast, ever.

Her cheeks were flushed a bright red and her squealing actually stopped when she quit breathing as her whole body locked up.

Her foot slipped off the top of the couch and planted in the cushion next to Cassie, her ass rising up to increase the pressure. Her other foot came up from the floor and dug into the couch on Cassie's other side.

She had both feet planted in the couch now and her ass was easily six inches off the cushion. She held Cassie tightly to her pussy with her two handfuls of hair. But Cassie didn't seem to mind a bit, she was still moaning like she had when she sucked Ted off.

Ted was actually starting to worry about Tess, she was literally holding her breath, like her lungs had locked up with the rest of her body. She was pushing her head down into the couch cushion, her eyes appeared partially open, but Ted didn't think she was seeing anything. And her mouth hung open, but she made no sound.