The Set Up (You Need This) Ch. 02

"So, you want to watch me seduce and have sex with a woman who is not you?"

"Well I plan on doing the seducing but yea, are you ok with that?"

"I guess if you are ok with it?" Joanna rested her hand on his thigh.

"I am more than ok with it."

Before either of them knew it they had pulled into the parking lot at the club Mel had given them the address to yesterday. The Doorman let them in without a problem. They walked down a hallway, past a coat check with a cute girl in it. The club was massive once they were inside. The dance floor took up much of it with two bars on either side, the DJ in the back and some tables around the edges. He noticed an upper floor that looked over the whole of the dance floor.

It was much quieter on the second floor and there was another bar up there with booths lining the walls. Joanna practically threw Ben into one of the booths over looking the dance floor then got them drinks, flashing some ample cleavage to get them for free. They scanned the dance floor, commenting on a couple of girls but not quite picking one over another. They were about to settle when another woman came into the club.

Her hair was a dark blue, long, and she wore a red headband. Her dress matched the color of her hair and she wore a red sash around her waist. She had an hour glass figure and her breasts were small D cups. Joanna and Ben looked at each other and smiled, with out a word Joanna left the booth and went to the dance floor.

Ben watched her dance past most of the people to the center where the blue haired woman was. Joanna started by running her hands over the other woman's stomach, causing her to smile. She then whispered something into her ear, getting a nod and they started to grind together. They seemed to talk for a bit, then Joanna ran her hands over the woman's breasts, giving them a little squeeze. Soon Joanna's leg was in between the other woman's and her dress rode up. Ben couldn't see exactly what she wearing underneath but it did look blue. When people started to watch them, the girls faced each other and ground their legs in between each other to the applause of a lot of people. When they both seemed to have a mini orgasm, then Joanna led her up to the second floor.

Ben waited, nervously sipping his drink, his hands shaking slightly. He told Joanna he was ok with this but honestly he was starting to have doubts. Then the two beautiful ladies reached the booth. Joanna slid to his right, the blue haired woman to his left.

"Ben, this is Cherry," Joanna introduced them. Ben took the other woman's hand and kissed the back. "A pleasure," Ben told her, as he wondered when the hell he put his charm on?

"Hmm, you were right he's very proper." Cherry stated, flashing a shy smile.

"Yes he is, till you get him alone." Joanna told her, smiling as well.

"And he certainly is hot but I just want to get my facts straight. So you two are dating but haven't slept together?"

"Right," Joanna answered.

"And now you want me to have sex with him while you watch?" Joanna nodded her head fully.

"Ok, I'm sure I've been asked to do stranger things. Let's get a drink and chat for a bit."

"Sounds good, what are you having?" Joanna asked as she started to slide from the booth.

"Martini, Bond style, extra olives." Cherry told her while Joanna walked away. Ben and Cherry both stared. "She has a great ass, you're very lucky."

"You have no idea." Ben replied smiling.

"So she tells me you two were friends then you slept together awhile back?"

"Yea over a year ago, then she left for Europe."

"Seen any body in the mean time?"

"A couple girls but nothing major."

"You waited for her?" It wasn't so much of a question as a statement.

"Yea I guess I did but I did sleep with her best friend."

"Pff, that can be written off. I get the feeling she's very into other women?"

"Yea she let me watch a video of her first time with another woman."

"Damn, that sounds fun and kinky, and after that you still haven't gotten laid yet?"

"No she wants to wait. Wants us to explore a bit before we roll in the hay."

Cherry regarded him, bobbing her head. "Yea I can understand that, it looks like she did a lot of exploring while she was away."

"How can you tell?" Ben joked.

"Well first off, you still look at her like she's a friend, not a lover. Second, you seem to be in a constant state of surprise around her, like you're waiting for her to pop up with something new at every turn."

"Yea it's been an interesting two days." Joanna returned with their drinks.

"So Joanna, what do you like most about going down on a woman."

Ben almost choked on his drink at the blatant question.

"Oh well, I guess the way different women taste. Especially when two or more women are tribbing, then I go down on one, love the different tastes." Ben did choke on his drink this time.

"So, I'm guessing he's still get use to the new you?" Cherry laughed patting Ben on the back.

"You have no idea." Joanna smiled and licked her lips. "So where's your place, is it close by?"

"Basically around the corner, I am in here all the time." Joanna took Ben's hand and pulled them out of the booth.

They walked for only a few minutes to Cherry's apartment building, she opened the door and ushered them in the elevator. Suddenly Cherry pressed Joanna against the wall and they kissed, their tongues playing with each others and their hands roaming one another. Cherry pulled back to lick her lips before the elevator dinged and the doors opened.

Cherry's apartment was nice with a big, open living room and kitchen. A couple of couches and a good size TV, some art covered the walls along with some photos made up what could be seen at first glance. She lead them to her bedroom. A big dresser stood next to the closet on the right side of the room. Several big pillows lay in the far right corner and she had a king size mattress on the floor also covered in pillows, with a netting coming down from the ceiling like something from a foreign film Ben had seen once. Cherry threw Ben down on the bed and he watched as the girls resumed kissing each other. Cherry brought her lips to Joanna's ear then down her neck as she unzipped her dress and let it fall to the floor.

She stepped back to eye Joanna. "God, you're gorgeous," Cherry complimented her.

"Thanks, now you." Joanna reached up and slid her dress down. Cherry wore a strapless half cup, blue bra and thong set that matched her hair. "I love how everything matches," Joanna told her before they resumed playing with each other. Soon both sets of underwear were discarded and the girls leaned on one another as they fingered each other. Joanna was kissing Cherry's neck when she looked over at Ben, his hard on very clear from the tent in his pants.

"I think we are missing the point of us being here honey." Cherry told her, panting and moaning a little.

"Oh right sorry, got swept up with your sexy ass." Joanna moved behind her and slapped Cherry's ass playfully hard. She yelled but then moaned. Cherry moved all the netting up and out of the way before leading Joanna to the pillows in the corner. Laying her down gently, she licked her finger clean of Joanna's juices. "Any chance you have a toy I can play with while you two are fucking?" Cherry smiled knowingly and went to the top draw of her dresser. She whipped out a massive dildo, complete with balls and a suction cup on the end.

"Will this do, baby?" Cherry asked tossing the toy to Joanna, who squealed with delight as she stuck the toy to the floor and put some pillows under her knees while she impaled herself on the toy.

"Oh god, it's perfect." Joanna flashed her hungry eyes at Cherry first, then Ben. "It's like someone is fucking us both." Cherry smiled as she watched her for a moment before straddling Ben's lap. She removed his jacket and tie, throwing them away with abandonment. Ben pulled his shirt loose as Cherry unbuttoned it and started to kiss his chest. She rocked back and forth on him, feeling the pressure from his hard cock through his pants.

Cherry slid off him to his right and unbuckled his belt and slipped it off. Joanna gave a very loud moan and Ben looked over to she her rocking back and forth on the toy. Cherry put a finger under his chin and made him look at her.

"Eyes on this, ok stud?" Cherry motioned with her hand at her amazing body. Ben then took her nipple in his mouth and sucked gently but hungrily. Cherry moaned loudly, "much better hunk. Now lets see what you are packing downstairs." His fly was unzipped, his pants undone and his cock came flying out. Cherry's eyes were wide with surprise. "Oh darling, you'll be the biggest cock I've had in awhile." She moved down and sucked his hard member into her mouth, lapping the tip with her mouth. "And the tastiest in awhile as well, yummy." she smiled some more and sucked his cock hard while slipping his pants, shoes and socks off. A crumbled mess of clothes were at the foot of her bed.

Ben pulled Cherry closer to him and started to lick her pussy softly. She tasted sweeter than most before and she smelled faintly of cotton candy. Cherry moaned deeply on his cock when he licked her clit, causing them both to shutter against each other. Before either could finish, Cherry slid up and started to ride his hard cock, leaning back grabbing his shin to steady her as she bounced. Her breasts bounced slowly as they rocked together. Ben's prick thrusting into her wet, warm pussy, leaving his balls and the sheet under him wet.

"God you feel massive inside me," Cherry moaned the statement.

"You feel incredible on me, Cherry." Ben grunted as he started thrusting harder. Cherry leaned forward, bouncing her tits in front of his face and Ben stuck his tongue out licking a nipple as it got close to his face. Ben rested one hand on her ass, squeezing it hard then played with her breast with the other.

"Mmmm, slap my ass." Ben gave it a playful smack. "Harder, I know you have it in you." Ben slapped her ass harder this time but still trying not to hurt her. "Come on, I want you to hurt me, smack my ass!" Cherry shouted at him. Ben slapped as hard as he could, causing her to moan loudly and her pussy gripped his cock tighter as she orgasmed on him. "Oh god don't stop, keep fucking me!"

Ben rolled her over and kept slamming into her, his balls slapping on her ass as they fucked hard. Cherry lifted her legs up and that let Ben slam her deeper.

"Oh god, keep giving me your big cock, it feels great inside me." Ben just grunted and slammed her harder, shaking them both with wild abandonment. Cherry pushed him off but only so she could stick her ass in the air and they started fucking in the doggie style. Ben glanced at Joanna, who was in the same position, the toy stuck to the wall and her tits bouncing all around.

Ben picked Cherry's legs off the bed and kept her up as he fucked her as hard as he could. Cherry started moaning and cussing while Joanna did the same, they all come together moments later. Ben's cum filling Cherry and seeping out the edges of her pussy while Joanna screamed passionately with a big wet spot under her. Ben thrust into Cherry one last time then fell backwards, leaving Cherry laying on the bed face down.

He wasn't sure how long he laid there until Cherry flopped down next to him. Joanna came over and was straddling Cherry while they moved into the '69' position. They both ate each other out with recklessness. They both came at the same time, shaking, moaning and covering each other with their cum. Then they cuddled and licked each others faces clean.

They all lay together, Ben in the middle, Cherry on his left and Joanna on his right. He enjoyed the feeling of two naked women on him. Joanna gripped his cock softly in her sleep, like she did that one night they slept together. Ben drifted into a deep sleep, seeing images of the two girls fucking each other again.