Winner Takes All: Round 03

He dropped his dumbbells with a dull thud and strode up behind Charlotte's folded form. He placed a firm hand on her lower back and murmured, "Stay there."

"Mmm," Charlotte intoned from the floor.

Slowly, ever so slowly, Frank slid his fingers into the hem of Charlotte's yoga pants. His fingers never stopped, and he began to peel the garment down her hips, inch by agonizing inch.

First the rounder flesh of her hips emerged on either side, then the crack of her ass. He uncovered more and more of Charlotte's pale round ass by the second. He reached the halfway point, and looking closely, Frank glimpsed her tight little butthole buried deep between her cheeks. Further still and her nearly bald pussy came into few, full and flushed and already visibly moist. The sharp but fresh scent drifted into Frank's nose, and he inhaled. Just after Charlotte's snatch was revealed in full, the pants reached the point where Charlotte's still splayed legs prevented them from falling any further, at least without a more serious effort on Frank's part.

He left them around her upper thighs.

Frank grasped a cheek in each hand, pried them apart, and placed his face between them. Slowly but hungrily, he licked.

"Oh, god." Charlotte groaned deeply.

"Shh." Frank scolded. Then he returned to the task at hand.

"Mmph," Charlotte whimpered softly, but she obeyed.

Frank didn't eat her out for long. She tasted sweet, almost like ripe fruit, but still unmistakably hot young pussy. He wanted to taste her and savor it, but the rock hard shaft now stretching his athletic shorts demanded to take part as well.

Frank stood, one hand still on Charlotte's lower back to keep her in place. He lowered his shorts, freeing his aching hardon. He placed the head at her hot, wet entrance, and pushed.

"Agghh," Charlotte grunted, her head still hanging between her legs.

Frank slapped her lightly on the ass as he buried himself inside her, savoring the warm embrace of her velvety folds. "I said, 'hush,'" he reprimanded. He bottomed out, paused, withdrew to the head, and slowly buried himself again. Over and over again, he slowly sheathed himself inside the upraised ass and twat in front of him, burying his cock in her warmth, all while Charlotte tried with intermittent success to minimize her moans.

When Frank's cock ached for more, he didn't resist. He started up a rhythm, still slow, but steady now, driving into Charlotte's pale flesh with the desperate need to feel her grip his every inch. Charlotte was grunting in time with his thrusts now, but Frank didn't spare the attention to scold her again. He focused fully on the feeling of finally fucking the spandex-clad temptress in front of him. Her firm muscles, taught from her workout and from her current standing position, added an extra unique layer to the usual feel of her folds.

Over time, Frank built up a rhythm, and the slapping sound of his groin on Charlotte's ass echoed around the studio. When he felt the first stirrings in his loins, he pulled out. Charlotte mewled in disappointment, but Frank ignored her. He wasn't even close to ready for this to end.

"Suck." he commanded. Charlotte hesitated, her glutes still twitching and clenching as if still hoping for a hard cock to milk. Then she sighed, dropped to her knees, and turned around to face her master. She glanced up at him with a rueful smile, then engulfed him.

"Easy does it, Red," Frank instructed. "Worship my cock properly, but don't make me cum. I'm not done with you yet."

Charlotte obliged, building up a steady rhythm as she worked her mouth up and down his shaft, but without any tricks that might make him shoot his load too soon. Just steady, soothing pleasure.

Franked grunted approvingly, then looked up. Across the studio, Colleen watched them, her gaze focused intensely on the stiff shaft sliding in and out of Charlotte's hungry mouth. She was seated on a machine she'd been using at some point, but now her hands hovered around her crotch, not the handles, though Frank couldn't tell if he'd caught her en route, or if she'd already stimulated herself.

"Come," Frank commanded. Colleen blinked dazedly, but then she stood up and hurriedly shuffled over.

"Suck." Frank repeated. Without complaint or hesitation, Colleen lowered herself to her knees. Charlotte swallowed Frank as she could, eliciting an involuntary moan from the man as his cockhead pressed against the back of her throat, then grudgingly withdrew and presented the cock to Colleen. The blonde picked up where the redhead left off, sliding her lips up and down Frank's shaft in a steady rhythm, gripping his thighs for leverage.

Charlotte nodded approvingly, then turned her attention to Frank's nuts. She fondled them lovingly with her pale, delicate hands, then worked her way around Colleen to suck each testicle in turn. She took each one into her mouth and swirled her tongue, and Frank let the combination of sensations from the attentions of the two girls wash over him.

"Tits and asses out," Frank directed, "but don't lose the outfits."

Colleen stopped bobbing, released Frank's cock from her mouth, then hoisted the gray top up to her armpits, exposing her perky B-cups. She slid the black booty shorts down over her hips, leaving them around her thighs, and from his vantage point, Frank got a good view of the apple globes of her ass. Without further instruction, Colleen started sucking again.

Charlotte had never fixed her yoga pants, so her plump rear end was still visible. Once she finished servicing Frank's balls, Charlotte sat back on her heels and lifted her top as well. She executed a perfect titty drop, her pale D-cups bouncing free in the fluorescent lighting of the studio. She pressed them together with her arms and smiled devilishly up at Frank.

"Good girls," Frank commended. "Keep taking turns."

They did: Charlotte with her deep, hungry sucking, as if she wanted to extract Frank's essence through his cock; Colleen with her steadier, more detached and determined rhythm, as if she had a job to do, and she meant to do it properly.

Frank let them work. He couldn't say he'd ever had his cock sucked immediately after a workout, and the waves of carnal pleasure emanating from his nether region were a pleasant contrast to the dull ache in his upper body.

That, and Frank was pretty sure he'd never get tired of double blowjobs, regardless of the circumstances.

When he felt his cock had been sufficiently well sucked, at least for the time being, Frank ordered the girls onto one of the weight benches. He had Charlotte straddle it first, her ass protruding invitingly over the edge of the bench. Colleen straddled Charlotte, her ass presented right on top of Charlotte's. Colleen had to lose her booty shorts in the process, but she kept her sneakers and ankle socks.

With four tight young holes presented for him to choose from, Frank stepped up behind them and went to work. He started with Colleen's pussy, slipping snugly but smoothly into her folds, which if anything had tightened up with the exercise. Colleen grunted and moaned, first with small signs of discomfort, but those quickly gave way to the gratified grunts of a young girl getting fucked.

Franked waited until Colleen got properly worked up, bouncing her ass back to meet him, her grunts now laced with more animalistic need, before he decided to switch. He buried himself to the hilt in the tight blond's warm, wet embrace one more time, holding her in place by the hips, before slowly withdrawing. Colleen moaned in disappointment.

Frank positioned himself back at Charlotte's entrance and slipped back inside. He had to squat down somewhat awkwardly, but lust and determination made good motivators.

"Fuck yes!" Charlotte growled. "God, yes, please don't stop."

"You like that?" Frank asked mockingly. "Is this what you were wishing for while you were supposed to be working out, as if you weren't asking for it with these tight clothes and those sex moves you were practicing? You wanted this dick?"

"Yes!" Charlotte answered desperately. She squirmed beneath him in an effort to angle her hips and let Frank deeper inside. "Please, sir, I'm sorry I teased you. I'm sorry I pretended not to notice you. I need your cock. I need to cum. Please let me cum!"

"Who's my hot little fuckdoll?" Frank asked as he continued to pound away, his full length sliding in and out of Charlotte's hot folds with each powerful stroke. "Who's been training her ass so it would look good and feel good when I fuck it?"

"Me. It was me. I'm your fuckdoll!" Charlotte shouted. "Please let your fuckdoll cum?"

"Good girl. Don't worry. I'll reward you soon." Frank responded, still pumping.

"What about you?" Frank asked Colleen, slapping her lightly on the ass as he continued fucking the redhead underneath. He found her clit with one thumb and started pressing in firm, steady circles.

"Nnghh. Yes. I'm your fuckdoll." Colleen admitted quietly.

"What was that?" Frank asked, releasing most of the pressure on her clit and slowing his strokes to a crawl. "I can't hear you."

"I said, 'Yes, I'm your fuckdoll!'" Colleen cried. "I need to come too. Please. I'll be a good girl, too. Please fuck me again, sir."

"You'll get yours in a minute. Red outranks you, and she asked first. In fact, get underneath her, sixty-nine position. You're going to help."

Frank stopped stimulating Colleen's clit. With a sign, she dismounted. It took a little shuffling; Charlotte had to lift herself up enough to make space for Colleen, and the blond had to maneuver herself around Charlotte's limbs to get into position, but they made it work, Frank still stroking into Charlotte the entire time. When Colleen's head emerged from between Charlotte's legs, she started fondling and suckling Frank's testicles.

"Good girl," Frank crooned as the fresh fluttering sensation from his nuts joined the warm soothing feelings from his shaft. "You must really want your reward."

"Mmm hmm," Colleen murmured, Franks nuts still on her lips.

"You'll get it. Don't worry. Let's take care Charlotte, shall we?

"Lick her," Frank commanded. There was a brief pause, but Colleen didn't argue. Frank's balls popped out of her mouth, and she shifted to reach Charlotte's clit with her tongue.

When Colleen's first probe made contact, Charlotte's frame shuddered like she'd been struck by lightning, and her vaginal walls clamped down on Frank like a drowner clutching at a life preserver. Frank felt the early signs of Charlotte's orgasm in the small shocks that followed, but rather than let them build, he stopped pumping and smoothly withdrew.

"Relax," he instructed, as he placed the head of his well-lubed cock against Charlotte's asshole and slowly, firmly, pushed his way inside.

"Agghh, Fuck!" Charlotte grunt-moaned, like the sounds someone might make during the mixture of pleasure and pain of a deep tissue massage. Like her vagina, Charlotte's rectum was invitingly warm; there was less liquid and more friction, however, and her anus clenched at him desperately as he sawed his way in, as if trying to simultaneously prevent him from entering and also milk him by force.

As Colleen continued her tongue work several inches away, Frank slowly, steadily, reamed Charlotte's asshole, watching as it stretched around his cock, pulling slightly out and pushing back in as he slid back and forth through it. Charlotte gradually got used to Frank's new choice of orifice, and she began grinding her snatch into Colleen's face as she bounced her ass again in rhythm with Frank's motions, grunting animalistically with each thrust.

About the same time that Charlotte started twitching again, Frank felt the natural lubrication borrowed from her other hole begin to dry up.

He pulled out again as Charlotte groaned in disappointment, then tapped Colleen on the forehead with the tip.

"Clean it," he ordered.

Another brief pause, but no complaint. Colleen stopped licking, craned her neck, and opened her mouth. Frank obliged, plunging his shaft into the open hole. Colleen swirled her tongue around the head and, as best she could, slid her lips up and down the shaft, polishing Frank's rod as much as her current position would allow.

While Colleen was otherwise occupied, Frank reached around and found Charlotte's clit with his fingers, massaging it in strong, broad, slow circles. Not enough to get her off, but enough to keep her worked up.

After only a few seconds, Frank pulled out of Colleen's mouth and plunged back into Charlotte's soft, snug pussy. Charlotte moaned enthusiastically.

"Lick my balls again," he ordered Colleen.

Frank repeated that pattern several times, alternating between pounding Charlotte's pussy and plundering her ass while Colleen ate her out. Every time he felt himself or his pet get close to an orgasm, or he needed more natural lube, he switched.

Charlotte was a mess, cheek pressed against the bench, mouth hanging open with a puddle of drool accumulating underneath, eyes staring blankly ahead. She moaned incoherently, although some of the sounds loosely resembled, "Yes," "Fuck," or "Please." Both holes clutched sporadically but desperately at Frank's cock as he fucked them in turn, as if begging for his continued attention of their own volition.

Finally, when Frank wasn't sure how much longer he could last, he sunk back into Charlotte's pussy.

"Lick her again," Frank told Colleen. "It's time."

As Colleen refocused on her cunnilingus with renewed vigor, Frank stuck his thumb one knuckle deep into Charlotte's asshole and stimulated her still-tight brown ring. Then began plowing her relentlessly, aiming for her G spot.

Whether because of Frank's aim or the three-way stimulation, Charlotte's head shot up in surprise. Her back arched involuntarily, although Frank held her in place. Her moans became screams, now with clear meaning.

"Yes. Yes. Yes! Yes! Oh god! Oh god! Oh my fucking god! Yyeeeeeeeesssssss!""

It felt like an earthquake when her dam finally broke. Charlotte's whole body shook. Her legs gave out, trapping Colleen underneath her even as the blond kept licking greedily. The tremors lasted an eternity, long enough that Frank had to consciously focus on the burning muscles in his thighs to keep thrusting without hitting his own peak, and Colleen had to gasp for breath several times before diving back in.

Finally, Charlotte melted into a lifeless puddle on top of Colleen, who couldn't keep her tongue in place any longer. Frank gave a couple more slow thrusts, then pulled his tired but still achingly hard cock free from Charlotte's relaxed folds.

"One more job to do," he muttered to himself. Then he walked around to the other end of the bench.

When he got there, he found Colleen's pussy, bare but for her tiny landing strip, on display and inviting between legs spread wide and feet planted on either side of the weight bench. Charlotte's head still rested limply on one thigh, and Frank realized that he could hardly fuck the blond properly without disturbing the redhead.

Instead, he dropped to his knees between Colleen's and went to work with his tongue.

Colleen gasped, arching her back and nearly dumping Charlotte onto the floor. She pushed her crotch into Frank's face with whatever leverage she could muster, groaning desperately.

"Yes. Please. Thank you. Thank you sir. Oh god, yes." She tried to gyrate her hips, but Frank held her in place with arms around her thighs, working her clit and her entrance at his own, deliberate pace that, while clearly pleasurable, wouldn't give Colleen the more intense stimulation that she needed to get off anytime soon.

He wrestled like this with Colleen's hips for a few minutes. She tasted sharp, even a little tart, compared to Charlotte's sweetness. It was intense, but not unpleasant, and he savored the flavor. As he worked, he slipped two fingers into Colleen's now soaked entrance. He fingered her briefly, fighting down another surge from her hips, then targeted her butthole.

It was still tight. Almost unbelievably so. He struggled getting even one finger in, and Colleen grunted in discomfort at the intrusion, though she kept moaning while Frank kept eating. After a minute, he managed to get the other finger in, but Colleen's ring clamped down tight on his two digits. Frank settled in, continually circling her clit with his tongue as he worked his fingers in and out of her most reluctant hole.

Eventually, Charlotte regained consciousness. Her eyes fluttered open, greeted by the sight of her master feasting on fresh pussy just inches away.

"Mmm," she cooed. "I'm jealous. Of both of you. Can I have a turn?"

Frank grunted approvingly, sampling Colleen's flavor one last time before he withdrew. She groaned at the sudden absence of Frank's tongue.

"If you insist," Frank answered belatedly. "First, get the lube. Outside pocket of my gym bag."

Charlotte slipped off Colleen, got to her feet, and wobbled across the room on still shaky legs, her plump buttcheeks swaying unsteadily. Frank watched, unable to take his eyes off his prize even as she just walked around in the nude.

Eyes still on Charlotte, Frank stood in a half squat and slipped his shaft into Colleen.

"Yyeessssssssss. That's it." Colleen hissed in a sound of total relief. "Thank you, Master. Thank you."

Frank didn't respond; he just pumped slowly in and out.

Charlotte reached the gym bag, bent at the waist, and retrieved a half-empty bottle. She returned to the bench and handed the bottle to Frank. She kissed him, briefly but feverishly, then straddled Colleen again on still shaky legs.

Before she could dive in, Frank stood, presenting his still hard, still wet, still aching cock to Charlotte. Colleen mewled in disappointment. Charlotte smiled, then engulfed him, moaning appreciatively. Frank felt her gulp deliberately, her throat and cheek muscles flexing on his shaft as she swirled her tongue around the head.

Frank reluctantly removed himself from Charlotte's warm mouth, then squatted down again and slid back into Colleen's tight pussy.

Charlotte lowered her head and went back to work on Colleen's clit with her tongue.

Between the cock in her cunt and the mouth on her mound, Colleen couldn't last very long, but Frank didn't let her climax. Every few seconds, when she got close, he switched back to Charlotte's mouth, resting on her tongue until Colleen's chance to peak passed. While he waited in Charlotte's mouth, Frank lubed his fingers and continued working them into Colleen's asshole, using the discomfort to further impede her climax.

Soon, Colleen was practically crying out with need.

"Please let me come, sir," she cried. "I need it so badly. Please. I'll do anything."

On cue, Frank slipped back out of Charlotte's mouth, quickly covered his cock with lube, then positioned himself at Colleen's tightest entrance and pushed.

"Aagghh," Colleen wailed in imitation of Charlotte's earlier expression of mixed pleasure and pain. She tensed, but she didn't push away.

At first, only the tip slipped in. Frank didn't force it, but he kept up a steady pressure, slowly sinking deeper as Colleen's anus gradually opened to its invader, gripping his shaft so tight that he worried it might cut off circulation. When he finally bottomed out, he withdrew to the ring around the head and repeated the process, a little faster each time, until he had a slow but steady rhythm. Colleen's grunts gave way to groans, then moans, and soon she sounded like she had when Frank had fucked her pussy.

By this time, Frank was at the limits of his stamina, both physical and sexual. His cock ached for rest and, more importantly, for release.

"Make her come," he ordered Charlotte. Then he focused on his own needs.

His strokes grew longer, faster, and the stirrings in his loins grew to a crescendo as Colleen's impossibly tight ring tried to squeeze the cum from his cock. Charlotte started eating Colleen out again with reckless abandon, tongue licking and swirling frantically over her partner's nub, causing her butthole to spasm even more frantically around Frank's shaft.