The First Night Ch. 03

Kathy smiled at them in the mirror, her eyes gleaming with arousal and excitement. "I think it's time for this night to get started!" was her reply. Her voice was so sultry it was dripping with lust.

Sara and Lacey looked into each other's eyes and could see the same thing. They stared deeply at each other and suddenly found their lips touching. Very softly at first, then Sara parted her lips to Lacey's willing tongue. All inhibition was gone. They were now consumed with desire for each other. Lacey could feel Sara's hand first on the top of her boot, then at the top of her stocking. She was slowly making her way up Lacey's leg. This made Lacey nervous and she put her hand down to stop her. Sara instantly pulled back, her eyes hurt. "Did I do something wrong?" came a soft voice.

"No." came Lacey's reply. "I'm just still a little nervous."

"You two look like you are enjoying yourselves back there, don't forget about me!" Kathy said from the front seat. "Be patient, we are almost there."

Lacey and Sara peered out of the dark back window of the SUV. It was hard to see outside in the dark. They could see they were pulling into a hotel, under the awning in front of the office. It looked like a nice hotel, and a valet quickly came and opened Kathy's door and let her out, then Lacey and Sara's door. The look on his face gave evidence he knew they were coming.

Lacey and Sara were both apprehensive. This environment wasn't nearly as friendly as the restraint had been. Kathy came up behind them, putting an arm around each of them and began moving them towards the front entrance. "Come on ladies, fun awaits!" She exclaimed as she escorted them through the front door. She gave the concierge a quick nod as they walked past the front desk and onto an elevator. Another woman snuck on just behind them and shortly after the doors closed she glanced at Sara, took a quick double take, then smiled. She leaned up and whispered in her ear, "You all three look marvelous."

Sara's cheeks flushed even more as the compliment embarrassed her and flattered her at the same time.

The doors opened on the lady's floor and she exited smiling at all three of them as she left.

As the doors closed and the elevator began to move, Kathy turned to them and smiled proudly and gave them both a large hug.

The elevator reached its destination and the doors opened to reveal a very impressive suite. As they stepped out, Lacey and Sara took in the view of the place. It was huge. Lush leather and wood adorned the entire room. In the middle of the main sitting area, the floor was sunken slightly and contained a large couch.

The couch was covered in silk sheets and had a video camera set up on a tripod in front of it. This was to be where the magic would happen.

The camera was no surprise. They had already agreed the video and pictures taken would be for their use only and would never be shown with out everyone involved knowing. They just wanted to remember every detail of the night.

"If anyone needs to use the ladies, now is the time!" Kathy shouted as she went over to the bar and pulled out two bottles of wine and three glasses.

Lacey did take the opportunity. She was already very comfortable using the bathroom in her outfit. She had done it several times already that night. It just amazed her how natural it felt. She took a minute and looked into the mirror. She quickly touched up her make-up and hair; paying special attention to her lipstick...she wanted that perfect!

She walked back into the sitting room and Kathy had turned on some soft music and had a glass of wine in her hand. There were also two more sitting on a table next to the couch. Lacey picked one up and took a sip. It was sweet, not dry and was very good. She couldn't help a smile go across her lips. She was very excited and already very pleased with how the night had gone. The good part was yet to begin.

"That is a fun smile you have their Lace." Commented Kathy. "You must be ready for the night."

Lacey's mind went back to her apprehension in the back seat of the SUV when Sara's hand had started up her skirt and smiled to herself. Yes, she was ready now.

"Yes ma'am, I ready." Said Lacey, using her best femme voice.

The sound of Sara coming out of the bathroom made them both turn. She too looked like a woman ready to make her lover happy.

Lacey took her in one more time. Her slender hips, lovely hair, and those damn sexy eyes.

"Well ladies," Kathy started. "I think it's time to let our hair down."

As Lacey and Sara watched, Kathy did just that. Her blonde hair had been pulled back and as she let it out, Lacey couldn't believe how long and silky it was. She really was a beautiful woman. She then grabbed the hem of her skirt and slowly pulled it up and over her head. She stood in front of them wearing nothing more than a black thong that barely covered her pussy in front and had a tiny triangle at the top of her ass in back. She slowly turned around, letting the girls take her body in.

Lacey realized it was going to be hard keeping her cock contained as she took in her beauty. She was tone, firm, and tanned. Her breasts were a full 'C' cup and she had very small but very hard nipples. Lacey stole a glance over to Sara and she was smiling proudly. It was hard to remember that this petite dark haired, green-eyed woman was this woman's' husband.

"You turn." Kathy's voice was as sexy as ever as she came up to Sara and walked her over in front of the camera.

For the first time Lacey noticed the red "record" light was on. Her heart jumped, this was really it!

The camera was positioned so you could see both the seat of the couch and the area in front of it. Sara stepped in front of the lens and turned to Lacey and asked, "Why don't you sit down and let me show you?"

Lacey walked past the camera, trying her best to sway her ass exotically as she lowered herself onto the couch and crossed her legs as sexily as she could muster.

Sara slowly started to unbutton her blouse. Her body swaying slightly to the music, she unbuttoned she revealed a very sexy lace bra underneath. It was red satin with black lace accents that looked quite natural against her chest. She slowly pulled the blouse off her arms and let it drop to the floor. She then turned around to face her wife, and after blowing her a quick kiss, unzipped her plaid skirt. She slowly wiggled her hips, her ass to Lacey's face, and worked the skirt down without ever touching it with her hands.

Kathy's personal trainer profession must have a good effect on Sara as well. Even though she is very petite, she was very toned. Her fallen skirt revealed a sexy, slutty panty that matched her bra. The red satin covered her ass with lace attaching the front and bottom. She slowly turned back around and showed to red satin again, this side with a bulge starting to grow in it. There were little red bows at the tops of her stockings, which were otherwise simple black lace.

"Do you like what you see, Lace honey?" Sara said coyly.

"Yes, baby. Very much." Came Lacey's throaty reply. She had never been so horny in her life!

"Then let me see!" Sara almost begged as she sauntered over to sit next to Lacey on the couch.

Lacey looked into her eyes and gave her a quick kiss before standing. The only thing she had over her lingerie was her dress, so she found the rhythm of the music and slowly started to slide it off her shoulders and down her body. Her hips swayed gently with the slow beat of the music and she felt like a total little slut. When her dress was down to her hips, she turned her ass towards Sara and smiled lustily into the camera and she pulled her dress off her ass and let it fall to the floor. Keeping her legs straight the whole time putting her ass high in the air. She gave her ass a quick smack before standing and blowing the camera a kiss. She then turned around and walked back over to her place on the couch next to Sara. She sat this time so the two girls' legs nearly were on top of each other.

"You two look like you are about to eat each other up!" Kathy said in that sexy, lust voice she has. "I'm just going let you two play for a while and see what happens."

After saying this she took and refilled all of their wine glasses, made sure the camera was facing the couch and sat down where she had a good view.

The two girls smiled and gently started kissing. Teasing each other with their tongues, hands wandering down to breasts or thighs. Just feeling every sensation the silk and lace gave them.

This time it was Lacey's hand that started to wander up Sara's thigh. Lacey stopped kissing her for a moment to look into Sara's eyes and her hand came to rest on the crotch of Sara's panties. Sara just smiled and closed her eyes, waiting for the next moment.

Lacey just gently rubbed her cock through her panties. Feeling how hard it was getting and how it would jump when she touched the tip. She let her fingernails rub the underside and her fingers go down to gently cup her balls. She kissed her deep and soft, their tongues mingling with each other. She then moved down to kiss Sara's nipples, first tasting and sucking each one through the bra, then pulling the bra to the side and sucking and kissing them.

She started stroking her more and when she looked down could see the tip sticking out the top of her panties. She slid herself off the couch and down on her knees in front of Sara. Looking up they stared into each others eyes and Lacey pulled Sara's cock out of her panties then tucked them down below her balls. She kept looking into her eyes and she started stroking the shaft then brought her mouth to her balls and gently started to suck them one by one between her lips.

Sara's eyes closed in lust and her head went back to the couch. Her hands started to tease her nipples, rolling them between her fingers.

Lacey moved up from Sara's balls and took her cock between her lips. She was very careful and practiced many times on a dildo. She slowly pumped her head up and down, sucking gently. One of her hands was gently pumping the base of the shaft; the other one was alternating between rubbing her balls and teasing her ass.

Sara started to pant, then moan. She couldn't believe how good this felt! Lacey sucked a cock like she had been doing it for years! Before she knew it, she was going to erupt!

"I'm going to cum, Lace," she whispered.

Lacey sped up slightly and pushed her finger into Sara's ass.

She felt Sara's cock jump in her mouth, then bulge as she started to cum. Lacey swallowed as quickly and deep as she could sucking it all in. She kept sucking as it kept coming until finally Sara settled and let out a long, slow breath.

Lacey let Sara's cock slide out of her mouth then looked proudly up into her eyes. Sara could do nothing but smile back, obviously satisfied.

"Wow, I'm impressed." Kathy said from her vantage point at the end of the couch. "I would say it's time for Sara to return the favor, but I don't think she's capable quite yet!"

She then got up; double checked the camera and patted the couch next to Sara. Lacey rose up and sat next to her. Then gave Sara a long, slow kiss.

Kathy knelt down in front of Lacey and started running her hands all over her thighs and teasing the front of her panties. She then started to kiss the insides of each thigh while her hands began stroking the ever-present bulge in the front of Lacey's panties. Her cock was clearly visible through the front of them and it wasn't long until its head was peaking over the waistband.

Lacey and Sara had begun to kiss again and Sara's hand was soon mingling with her wife's teasing Lacey's cock. Lacey started to pant and rub Sara's nipples and the two of them stroked her panty-clad cock.

Sara soon dropped down onto her knees next to Kathy and they pulled her panties off, letting them join the other discarded items on the floor. Kathy gently pulled Lacey's balls into her mouth and Sara slid her mouth over her cock. She pumped up and down on Lacey's cock in steady fluid motions.

It didn't take much of this for Lacey to lose it.

"I'm cumming! Oh my God I'm cumming!" She exclaimed and it felt like her balls had exploded.

Sara just wrapped her lips tight around Lacey's cock and swallowed her cum down in gulps.

Lacey fell back onto the couch, gasping for breath.

"Well girls, I think it's my turn." Kathy said as she got up and took her place in front of camera.

Lacey and Sara wasted no time. They got on either side of her, each taking a nipple in their mouths and they took turns fingering her pussy and playing with her clit though her tiny little thong until it was so soaked you could practically see through it. In no time at all she was gasping with orgasm and squeezing the two girls heads into her breasts.

"Wow, I think we all need a drink!" Sara said after watching her wife settle into the couch, trying to recover from the intensity of her orgasm.

They all took a few moments to drink a few sips of wine, use the ladies room and just lay in each other's arms.

Lacey nearly jumped when she felt her cock start to swell again. She had 3 orgasms today and couldn't believe it was getting hard again.

Kathy noticed it and slid onto Lacey's lap, letting her cock slide into her pussy. Smiling down at Lacey she just slowly started to ride her cock, almost lazily, but she could feel her pussy squeezing tightly against her cock.

Lacey looked at Sara to see her reaction of this and was surprised to see Sara's cock just a few inches from her mouth. She opened up and let Sara slide in and gently start to fuck her lips.

They did this for a few minutes when Kathy whispered something into Sara's ear. Lacey didn't hear what was said, but Sara slowly pulled her cock out of Lacey's mouth and walked away.

Lacey was trying to figure out what was going on. Kathy just leaned down and began to kiss her, pushing her beautiful breasts into Lacey's negligee.

They went on like this for what seemed like quite a while, Lacey caught up in how Kathy was unashamedly fucking her. She felt Kathy start to quiver and pant once again. She came once again, this time very quietly but no less intense. She squeezed Lacey's body with her legs and dug her fingernails into her back. Lacey was very surprised it didn't make her cum as well.

Kathy sat up, still slowly riding her cock. Lacey could then see Sara. She had been taking pictures of them fucking. Her cock was standing proudly once again and looked like it needed some attention.

Lacey reached out to take it in her hands but Kathy gently grabbed her wrist and said, "I have a better idea."

Lacey didn't understand at first but when Kathy stood she realized.

Sara quickly kneeled down between Lacey's legs, spreading them just as her wife's had just been. Kathy brought out a bottle of lube and started rubbing some all over Sara's cock.

"Do you want this? We didn't talk about doing this tonight." Sara asked.

"Yes, I want you in me. Fuck me like I'm your little whore." Lacey replied lustily. Sara's cock eased into Lacey's ass. Lacey had played with many toys on cam for them during their online chats. They knew her ass would be able to handle Sara's cock.

She went slowly at first, but when Lacey's hips started to push back on Sara's, she went faster. Before long they were fucking with hard, deep strokes. Both of them moaning wildly.

Sara sat on the couch, the digital camera in one hand, and the other hand on her pussy. She was enjoying every minute of this.

They fucked like this for a long time. Then Lacey turned over with her ass in the air and Sara took her from behind. Pounding her hard and deep, spanking her ass and pulling her hair.

Lacey loved it, her cock hard and bouncing with every thrust or hit.

Sara began to moan loudly and Lacey felt her fill her ass up with cum. Nearly screaming every time her cock spurted.

Sara pulled out of Lacey's ass, her cock dripping with cum. Lacey just moved aside and let Sara take her spot leaning on the couch. It was very obvious what she wanted now. Her cock was hard and begging to fuck Sara's ass.

Kathy had fucked Sara often with a strap-on and her ass was very used to a cock being in it. Lacey reached for the lube but Kathy just smiled, spit on Sara's ass and grabbed Lacey cock and guided it in.

Lacey had never had anal sex before, with anyone. This was a totally new experience. When she slid into Sara's ass, it felt wonderful and exciting all at the same time. She wasted no time fucking hard and fast right away. Sara moaned and cried and it just made Lacey hornier and fuck faster.

Kathy just sat next to her "wife" and rubbed her clit while she watched her get fucked.

Lacey turned Sara over and put her legs up on her shoulders. She started fucking her like this and Kathy straddled Sara's face, riding her tongue like there was no tomorrow.

Lacey's cock throbbed and she screamed in orgasm, filling Sara's ass with cum, then pulling out and squirting her cock with it.

Kathy was shaking with another orgasm and Sara's tongue fucked her pussy.

After a few minutes they all collapsed on the couch, all of them too out of breath to even speak.

Once they had recuperated they sat and had a glass of wine, talking a laughing about the nights events and finished off the night in the suites large Jacuzzi cleaning each other off and teasing each other under the water.

After they dropped Lacey off the next morning back at her house, she went in and stood once again in front of her mirror. The beautiful woman still looked back at her. The old self was gone. Lacey has officially been born.

She smiled to herself as she started to remove her jewelry and remove what little clothing she had chosen to put back on this morning. Her minded drifted this time not back to the fantasies of her youth but the events of the night before, even the morning sex this when they all woke up this morning. Yes, it was a good night.