The Unexpected Threesome

"See honey, you're sexy yourself." Stephanie smiled at him.

"Um...Thanks, I guess. I try to stay in shape."

She was fidgeting around with her sports bra and it was distracting him from lifting. He looked down and saw how hard he was and it was showing through his basketball shorts and he was totally embarrassed by it. It was hard to hide it.

"This thing is bothering the living hell out of me, do you mind if I take it off?" Stephanie asked

"Uhh...you want to take off your top?" he said, stunned

"Yes, I hate wearing this. Don't be a prude, it's not like you haven't seen tits before. I'm sure Elena has a nicer pair." She took her top off and gave a sigh of relief. "There, that's better. It's nice to be free, I feel like I can move now."

She sat on the workout machine to work out her chest; the one that she had to push the arms to squeeze her breasts together. Justin was trying not to watch, but he couldn't help but notice her big beautiful breasts and how she was squeezing them together over and over.

"What? Do you like what you see? It's ok. I'm human too you know and Tom and I are into...things. That's ok too, no worries. I see you staring at me, I see you watching my boobs squeeze together. Does it turn you on? You don't have to answer as I can already see the answer in your shorts. Don't be a prude Justin, it's only natural to lust after another woman, you don't have to be tied down to just Elena. Besides you wouldn't be the first either."

That was a lot to take in. Everything that she just said was mind blowing to Justin. What the fuck was going on was the only thought going through his head. Stephanie was working out while she talked to him topless like it was no big deal and she's his girlfriend's step mom and Tom and her are into things, whatever the fuck that means and he wouldn't be the first. Was this something Elena planned? Did she set him up to fuck her step mom? Was she going to join too? A million sexual thoughts and questions flew through his mind all at once.

Stephanie finished her reps and wiped off the machine like nothing happened when in fact everything just happened. He was working out with a smoking hot, topless step mom who just said it was ok to be a swinger or something and that he wouldn't be the first to do whatever the hell was going on. He wasn't sure how to feel, but he did know that he was super horny right now.

"So, do you want to fuck me? It's ok. Like I said, Tom and I have an understanding and Elena and I have shared a boyfriend before."

She took off her bottoms off while talking to him and was completely naked; all like it wasn't even a big deal.

"Make up your mind now. I want to finish this before she comes back home so that you're ready again for Elena. You want to be ready for her too right?"

He was in awe of her raw beauty; her dark red flowing hair that draped over her breasts, her bright green eyes and her strip of red hair that ran to her pussy. All he could do while sitting on the bench was shake his head yes, it was a reaction. He didn't even realize he was doing it; it was as if she were controlling him.

"Good boy." She walked to him and took off his shorts; his erect cock sprang to life. "oohhhh...you're a bit long aren't you, I'd say around 8 inches maybe. Am I right?"

"Yes ma'am. Yes."

Justin was at her mercy; he let her do what she wanted. This was some weird dream that he was going to wake up from with a wet spot on his shorts, it couldn't be real.

"I'd suck your cock Justin, but I'm afraid that you will explode already. Well... let's test that out."

She sucked it for a minute, then she kissed it all over, her spit ran up on down his length.

"You can get it hard real quick right?"

He shook his head yes frantically.

"Good boy, now cum for me."

She played with his hard throbbing dick; her fingers stroked it with her nails. He was ready to explode and all she was doing was teasing him.

"Cum Justin, It's ok, I know you want to."

Justin was lost in the ecstasy of all of this; it was a wet dream come true in more ways than one. She was magical the way her tongue swirled over his head, the way her spit soaked his shaft, the way her hands worked his shaft up and down in a twisting motion, the way her other hand squeezed his balls. Justin was in love with Elena's step mom.

She took his cock as he lay on the bench and put it between her large breasts. She stroked it up and down, he was moaning and groaning.

"Louder boy, louder so Tom can hear you, he loves it. Moan and beg me to let you cum baby. That's it, cum."

Justin was moaning louder. It was sort of hot that he knew her husband was listening. This was the best dream ever. Before he even knew it, he was about to cum all over her breasts. She was moaning loudly too and giggling, she loved it. It was his girlfriend's step mom's breasts that he was going to cum on.

"Yes, cum. Cum all over my tits Justin. Mmmm...fuck yes, Justin, I love hot sticky loads. Cum baby, please, I'm begging." She was moaning as she said it.

Elena walked in and screamed. "Stephanie! Justin! What the fuck!"

Justin sprang up and hit his head on the bar and fell back down. Stephanie just kept at it, Justin was now cumming.

"Fuck yes! Cum all over my fucking boobs Justin." Stephanie looked at Elena and said, "Remember Elena? Do you remember the last time we did this? It's so hot and sticky. Mmmmm...baby. He is so sweet."

She kept stroking his cock, Justin was trying to get up and away, but he was too busy cumming and moaning. It was unreal and his girlfriend seemed not to know any of this was going to happen.

"Come and join us dear. Don't look so surprised, you loved it last time. You do remember right?"

Elena was in complete shock. Her boyfriend was cumming on her stepmother's breasts and she acted like this was normal and that it happened before. Oh fuck, and dad was ok with it, but he didn't know about her and Stephanie. What the fuck was going on here! It did happen last time! She was so drunk that she thought it was a dream; it wasn't, it fucking happened: she fucked her step mom, not only her, but the one night stand guy too, now what? This was a nightmare. Yet...it wasn't. It was somewhat of a relief to know it did happen and it wasn't some sick and twisted fantasy. Yet...it was real, everything did happen; she let her step mom fuck a new guy of hers and she watched, then she joined and fucked him and her at the same time. She...liked it too. Oh my God, this was unreal, too much for her mind to take it in. She remembered bits and pieces of it like a fevered dream, and she wanted to wake up now.

Justin's head hurt. Elena didn't seem to know this was going to happen and he just exploded all over her step mom's beautiful breasts...and it felt amazing. Now what? Did he have to do or say something? He was sort of trying to get up, but his head was throbbing. Finally, he managed to get up and walked over to Elena, his girlfriend.

"Stephanie said you two have done this before and that you were in on it and ok with it. Fuck, I didn't know, I'm so sorry."

He tried to touch her, but she flinched and moved away from him as she was still trying to process this all.

"Just don't, not yet. Fuck sakes Justin, you just fucked my step mom. What do you want me to say or do?"

Stephanie got up with semen rubbed all over her chest and nipples now and stepped in to say, "Don't blame him Elena, it's not his fault. He's a man, this is a wet dream come true. Besides, all he did was cum on my boobs, we didn't fuck...yet. I was waiting for you, like last time, it was so fun."

She had her hands in Elena's and she didn't flinch.

Elena's mind was racing a million miles an hour. Her boyfriend that she really liked...likes? She wasn't sure at this point, was caught cumming on her step mom's breasts and she's naked in front of her with his semen rubbed all over her chest...and... She's actually aroused; angry, disturbed, horny. All of these and more powerful emotions erupted inside her brain all at once, it was dizzying.

"Don't touch me please. You...uhh...have my boyfriend's jizz on your chest and I'm dressed."

"Let me help babe." Justin added. He touched her shoulder as Stephanie let go. "My head really hurts and I'm sorry, I really am. It's like she said, you've done this before and you didn't say anything? That's fucking hot!"

Elena hugged him, she didn't want to let go. Something about it felt right and wrong at the same time, she was almost in tears as she spoke.

"I was really drunk and I brought a guy home from the bar and that was stupid, but then, I remember some, but I thought it was a sick fantasy and that it didn't happen, but I guess it did. It did happen, and...and...I don't know, I liked it I guess. Fuck."

"That's so fucking hot! Elena, let's have some fun...together. I see you wore your short skirt that I like." He grabbed her ass and felt her thong underneath. "Oh and that thong too, good girl."

Elena giggled a little and stepped back and took a deep breath, she let it all go. "I also didn't wear a bra."

She was all smiles now and Stephanie was grinning. When her shirt hit the floor, Stephanie hugged her. Elena felt the semen against her chest, it felt sticky and so good.

"I'm so glad you're ok Elena. I missed doing this with you, you didn't say anything about it after and I thought that you didn't like me or what we did. I thought you hated me and I had to know, I had to know how you felt about me. I am so glad you're ok."

She pulled back and looked her up and down. Then she kissed her open mouth, her hands held her face. Elena just seemed to melt; her arms went limp at first, it was spectacular. Elena felt sparks flying; it felt like nobody else was there even though Justin was watching it all with shock and awe.

Elena had her eyes closed while their tongues twirled and danced together. Her hands began to explore Stephanie; the gentle curve of her back, her soft shoulders, her big firm breasts, her hard, semen covered nipples; so sweet to touch. All she wanted to do was to kiss and suck them, but this kiss was too powerful, too passionate, her hands went lower down her belly. One finger teased Stephanie's lips; she was wet, real wet, Justin must have turned her on, he was good at that. That's when she remembered that he was still there just watching; she was ok with it. She would let him join eventually, but for now he could just watch. That finger parted her wet lips, Stephanie moaned into her mouth, her flower in full bloom. Another finger entered her temple, Stephanie felt so good to Elena, she just wanted to remember it all this time and enjoy every second of it.

Justin was shocked. They were kissing and making out, Elena was feeling her step mom all over and now she was fingering her and all he wanted to do was to join them, but he was frozen in time. It felt surreal, like it was a dream, this couldn't be happening. He hoped that he would get hard again real soon so that he could join them.

Stephanie was elated that Elena was kissing her back and touching her all over, it felt so right, so good. She was beautiful, sexy, sweet and kind and she felt oh so delicious. All she could do was kiss her and hold her head as Elena explored her body. She felt her lips being parted, she gasped and moaned. Then a finger entered her sanctuary, she let out a deep long moan. Elena was good, damn good. She was soaked and she wanted to cum and Elena knew what she was doing. More fingers parted her flower petals and she was in ecstasy. Elena was fingering her into sweet oblivion; she could feel herself about to cum.

Stephanie's breathing was quickening as she neared climax. Elena knew it and her fingers worked her magic faster and faster. Stephanie broke their sealed lips, their long sensual kiss ended, it felt painful to stop for Elena, but then Stephanie started to moan out loud.

"Fuck me Elena. Faster. Harder. Please. Fuck me. I'm going to cum! Ahhhhhhhh! Ahhhhhhh! Yesssssss! Oh fuck yessss! Oh my God, Oh my God, Oh my God, mmmmmmmm...mmmmmm..."

She was squirming, moaning, begging. It was so hot watching her orgasm. Elena looked at Justin and seen his surprised look and smiled; he was getting hard already. She couldn't blame him as this was the hottest thing she's ever seen or done. At least something she remembered doing.

Elena pulled her fingers out and Stephanie grabbed her hand and sucked on her fingers. Elena was moaning. Her head rolled back and Stephanie went in and kissed her neck, which was her sweet spot. Justin knew that and he was horny as hell now.

Elena loved the kisses, her neck was it. Stephanie could do whatever she wanted to do at this point. Her hands were on her huge breasts, squeezing them, then, she started to kiss them. Stephanie was sucking on her nipple and she was twisting the other. Elena was moaning out loud, Stephanie returned the favor, her fingers found their way into Elena's pretty flower, her lips were as pretty as they could be. It really looked like a pretty pink flower, her clit stuck out and needed to be teased. Elena was getting really wet, Stephanie pulled away to watch Elena's face as she fingered her; Elena was lost in the moment, she was gasping and moaning. No words, she couldn't speak, only do, act, enjoy, love.

Stephanie knew that Elena was near cumming. She pulled her fingers out to Elena's dismay.

"Why? Please don't stop." Elena pouted.

"Beg me." Stephanie demanded.

"Please Stephanie, I need you. Make me cum. Please, I'll do anything for it."

"That's my good girl."

She began to finger her again. Elena kissed Stephanie's neck and grabbed her boobs. She thought how much alike they were, except she was shorter. She felt the nectar on her hands and then sucked her own fingers. Then, she used her finger to get more juices and put it into Stephanie's mouth. Next thing Elena knew was that she was sucking those big breasts, those hard fat nipples felt so good in her mouth. Stephanie was making her cum, she was cumming and moaning into her step mom's big, beautiful breasts.

Justin couldn't help it anymore; he got behind Elena and held his cock to enter her from behind. She moaned as inch by inch he entered her, she was gasping, his hands reached around to feel her amazing breasts. Stephanie was in front of Elena and kissed Justin. Their boobs were pressed together, Elena reached behind to touch Justin. Justin was able to touch both of their breasts, they felt so similar. It was wild, it felt like fucking his girlfriend and an older version of her, a fantasy come true. Stephanie was working her tongue in Justin's mouth as Elena was trying to kiss them both at the same time.

Elena touched both of her lovers together. Stephanie broke away from Justin's kiss and kissed Elena again. Justin was going in and out of Elena's tight soaked pussy, she was moaning and groaning.

"Give me some of that loving' Justin." Stephanie wanted to feel him too.

Justin pulled out and Elena gasped, she turned to face him and kissed him. She moved to the side to let Stephanie enjoy him as much as she did, she held his cock and helped him enter her stepmother's wet MILF pussy, it fit perfectly. Stephanie was really into it, her head was back and Justin kissed it, he was touching her boobs and pulling on her nipples. He started kiss down her chest and sucked each breast. Elena was touching them together, she was enjoying being a part of this, it was magical. This time she would remember and enjoy it all, every second of it.

Elena got on her knees and kissed and licked his cock as it went in and out. All three of them were a tangled mess of arms and legs, touching and feeling, kissing, licking and sucking anything and anyone they could. Elena wanted to suck his cock and eat her step mom's pussy at the same time.

When Justin was almost out of Stephanie, Elena grabbed his cock and pulled it all the way out and stuck it into her mouth. Stephanie held Elena's head there while she and Justin kissed. Elena was playing with his balls while she was sucking him. Then she stopped and turned to eat her step mom out like a hungry wolf.

Stephanie was shocked, her mouth went wide open. Elena was devouring not just her pussy but her soul. Justin knelt next to his girlfriend and he started to eat out her step mom alongside Elena. They took turns pleasing her and they even kissed each other. Stephanie wasn't sure who ate her out better because they were both so fucking amazing.

After Stephanie climaxed from their tongues and fingers, the two lovers that were kneeling got back up and they were all touching and kissing. Justin was in ecstasy; he was sucking two sets of perfect breasts and fingering two pussies at the same time. The girls were moaning as he fingered them both, Stephanie and Elena took turns kissing Justin, then each other.

l"On your knees girls and suck my dick, show me who is better at giving a blow job."

The girls looked at one another and smiled.

"Probably Stephanie, I'm good, but she's been at it for a lot longer and has sucked more cocks than I have."

"Oh please, I'm sure you're way better than I am, Elena. On your knees dear and show me what you can do. I'll watch you and help."

The two girls got onto their knees. Elena started to kiss his cock from tip to the balls then she licked it up and down, her hands were cupping his balls and squeezing them. Stephanie couldn't wait, his balls were in her mouth while Elena was sucking his cock. The girl's mouths would meet and they would kiss as they looked up at Justin. Who was enjoying it more was hard to tell.

Every one of them was having the sex of their life.

"Let me cum on both of your boobs." Justin asked.

Stephanie was sucking and licking one side and Elena the other, their tongues would connect and twist around, they were smiling and moaning as they sucked his cock. It didn't take long at all until Justin was ready to cum, they stopped kissing and sucking him and held their breasts together to accept his load.

Justin was jerking himself off and moaning as his hot sperm shot out all over Stephanie's breasts first then onto Elena's. Elena started to rub his cock between her breasts.

"Stephanie, you're right, this is so fucking hot."

"Fuck yes it is!" Justin added.

Stephanie kissed Elena and rubbed her breasts on Elena's. The semen smeared all over, the girls kissed and groped one another. Stephanie started to lick the jizz off of Elena's breasts, and then Elena did the same for Stephanie. Justin thought that it was the hottest thing he'd seen and he'd seen a lot today.

There is more to this sexy story, but that's for another time. I'm sure you're ready to cum right now if you haven't already.