A Night to Remember


"Mmmm, she moaned into her friend's mouth before pulling away but retaining her grip on Mandy's large breast. "I love these fucking tits. Aren't they nice Damon?"

I reached over and took one in my hand, kneading it gently.

"Yes they are," I said simply.

Both girls smiled and immediately began to pull my shirt off. Mandy giggled a bit and seemed to have an almost playful manor about her, but Kat seemed more serious as if driven by pure lust.

"Oh, Yummy!" Mandy exclaimed as her friend tossed my shirt to the side. "I told you he had a good body."

She then leaned in and kissed my neck before working her way down my chest, her soft feminine hands caressing my stomach. Kat, however seemed more interested in my bottom half and worked her fingers frantically to yank my pants open. Then both girls slid down to kneel before me as they worked in tandem to wriggle my pants down my legs. Suddenly I felt very exposed, sitting in my underwear before the two fully dressed females. And as if that wasn't bad enough, my dick was hard as a rock and straining against the fabric, forming a very noticeable tent in my boxers. Mandy smiled and planted a soft kiss on the apex of the "tent", pressing her pouty lips against my cock head through the thin black fabric. As she pulled away smiling, I could see a small wet spot forming from the pre-cum that was now beginning to seep out of my dick.

"Now let's see that cock!" Kat said, slipping her finger tips into the waistband of my boxers and pulling them downward.

My dick sprang out and slapped against my stomach as the underwear released it from its confinement.

"Hello!" Mandy exclaimed, her eyes beaming with anticipation.

Kat was the first to take hold of my turgid shaft however, wrapping her small hand around it and giving a few short strokes. Then, looking into my eyes with a sexy, determined stare, she leaned forward and extended her tongue to lick up the small droplet of precum that covered the entrance to my dick hole. Mandy rested her hands passively on my thigh as she watched with enjoyment as her friend continued to run her wet tongue up and down my shaft. I could feel the small hard stud in her tongue as it grazed my sensitive skin. Once my cock was nice and wet, Kat surprised me by taking my entire length down her throat.

"Oh my God!" I exclaimed, tossing my head back in pleasure as she even went so far as to flick her tongue out and licked my balls.

"Do you want to try," Kat asked Mandy after pulling my rod out of her throat.

Mandy nodded with the excitement of a school girl and leaned forward to wrap her supple, soft lips around the head of my dick. Gently she began to suck, moving her head up and down in short, jerking motions.

"Yeah, that's it," Kat encouraged, pulling the hair away from Mandy's face to get a better view of my cock in her mouth. "I love to watch you suck cock!"

As Mandy continued her work on my dick, Kat lowered her head and began to lick my balls, bathing them with saliva. She coaxed me to spread my legs wider before sucking them into her hot little mouth. Moaning with extreme pleasure, I ran my hands through Mandy's silky blonde hair as she took more of my shaft between her wonderful lips. The feeling of the two women's tongues was unbelievable as they worked together in concert, licking and sucking.

"Oh yeah," I encouraged as I felt Kat's tongue dip lower and flick around the area just beneath my balls.

I then gasped as she went even lower, stabbing her little pink tongue into my asshole. Mandy smiled once she realized what her friend was up to, even watching for a while as she continued to stroke her hand up and down my slippery, wet shaft.

"Does that feel good?" Mandy asked with a cute smile, running her tongue over the swollen head of my cock.

"Oh yeah!" I exclaimed, spreading my legs farther.

"Mmmm, I bet it does. I love it when she licks my ass."

As she spoke, Kat continued her oral assault on my most private area, swabbing my tight hole with her tongue and kissing it with long tender licks. Mandy even went so far as to lift my balls to get a better view of her friend licking my ass.

"That looks so fucking hot!" she exclaimed as she gazed down with lustful admiration before wrapping her soft lips around my shaft once again.

"Oh my god!" I moaned, revelling in the indescribable pleasure of having two mouths servicing me.

Mandy glanced up and me as she slid the entire length of my dick into the back of her throat, her hands gently squeezing my balls. I could feel the smooth metal of Kat's tongue ring sliding repeatedly over the sensitive skin of my asshole, as she continued licking and prodding with unfaltering enthusiasm.

"Hey!" Mandy said with an exaggerated, pouting expression as she pulled her lips sway from my wet aching cock. "Don't be greedy. I want some too!"

Kat raised her head and wiped a small droplet of saliva from the corner of her mouth before leaning over and kissing Mandy fully on the lips in an aggressive, lustful manor. As the two ended their brief but passionate make-out session she pulled away with a contented smile.

"Be my guest," she offered.

Mandy's face lit up with excitement as she let out a giggle and dropped to her knees in front of me as Kat shifted over to make room. A few seconds later I could feel Mandy's soft lips pressing gently against my freshly licked asshole. Kat stroked her friend's hair as she watched, eyes fixed in an intense stare.

"That's it baby," she cooed, with compassionate adoration. "Lick that ass." Mandy seemed more tentative that Kat had been, as she gently massaged my wet hole with soft, tender licks. Every so often she would cast her eyes up at me as if seeking approval. As her hot little tongue continued to caress my ass, I looked down to see her big blue eyes peeking up at me over my balls.

"Come on," Kat urged, placing her hand at the back of Mandy's head. You can do better than that!"

I reached down and grabbed my cock, as Kat began to push her friend's face into my ass.

"Yeah, that's it." Kat said, pulling a few stray strands of honey blonde hair out of Mandy's face. "I want to see your tongue in his ass."

Mandy closed her eyes and moaned as she moved her head from side to side, her warm, wet tongue wriggling its way past my tight muscular ring. Kat smiled as she kept her friend's face pressed firmly against my ass. I could feel Mandy's hot breath on my wet asshole as she gasped with pleasure and slipped her tongue inside me.

"Oooooh," Kat said with devious smile, watching approvingly. "You dirty little slut. You like licking ass don't you?"

"Uh huh," Mandy responded as she tongued my asshole with increasing enthusiasm. It seemed as if Kat's dirty talk was turning her on even more as she began moaning in between licks.

"Move it in and out," Kat ordered, her tone becoming increasingly dominant as she grabbed a handful of Mandy's hair. "Fuck his ass with your tongue."

Guided by her friend's forceful hand, Mandy's head began bobbing back and forth as her nimble little tongue repeatedly stabbed my saliva-soaked asshole. The feeling was incredible. I even had to release my grip on my cock, for fear of cumming prematurely. There was no way I wanted this to end so soon!

"Good girl," Kat said approvingly as she released her grip on Mandy's hair and stood up. "But now I think that it's about time our little boy-toy here repaid the favour. Don't you?"

Mandy looked up at her friend smiling and nodded in agreement. After a quick change in position, I was laying down flat on my back and Mandy was settling in between my legs once again, her pouty lips wrapped around my cock as Kat stood nearby undressing. I found my eyes darting back and forth between Mandy's beautiful face sucking my cock and Kat as she slipped out of her clothes. As her black skirt fell to the floor, Kat stepped forward wearing nothing but her fishnet stockings and the black collar around her neck. Her dark, sexy eyes transfixed on mine as she approached, a determined intense look cast on her beautiful, exotic face. Without so much as a word, she stepped one leg over me and lowered her hairless pussy down onto my waiting mouth. I couldn't help but let out a satisfied moan as her soft wet lips touched mine and she nestled down into a comfortable position atop my face. Immediately, my tongue shot out, driving deeply into her moist hole tasting her succulent juices. Biting her bottom lip, Kat stared down into my eyes as she grabbed a handful of my hair. Slowly and methodically she began to gyrate her hips, rubbing her pussy over my mouth and chin. The hand grasping my hair held my head firmly in place as she pressed her hot little cunt against me. It was if she was simply using me to pleasure herself.

Meanwhile, as Kat rode my face, Mandy was slowly stroking me with long, slow pumps of her hand as she covered the head of my dick with soft licks and kisses. Every so often she would lower her face and suck my balls into her mouth or tease my ass with little flicks of her talented tongue. I was using all my powers of restraint to keep from cumming.

"That's it," Kat moaned, clutching my hair with increasing force. "Lick my fucking cunt."

Her filthy words turned me on even more and I sucked her clit into my mouth as she began to buck back and forth. I locked my lips around her clit and sucked hard as my tongue massaged it from inside my mouth. Keeping one hand holding my hair, she removed her other hand and brought it to her mouth, sucking her middle finger seductively as she continued looking down into my eyes with that unwavering, sexual stare. She then took the wet finger and reached around behind her, sliding it into her ass as she continued to squirm atop my face. As soon as her finger entered her tight little hole, Kat tossed her head back and closed her eyes in ecstasy. Her movements started to become more and more erratic as her hips bucked and gyrated. I thought she was going to pull my hair out when she forcefully pulled upward, mashing her wet pussy into my restrained lips. Her moaning soon drowned out the wet sound of Mandy's mouth on my cock as she suddenly squeezed her legs together, trapping my head in their vice-like grip. Her body tensed for a second as her moaning subsided soon to be replaced by high-pitched squeal as her muscles convulsed with orgasmic intensity. She held that position for a few seconds before slowly relaxing and resuming rubbing her pussy, now drenched with sticky fluid, all over my face.

"Wow," Mandy exclaimed, popping my dick out of her mouth. "That looked so fucking hot!"

Kat exhaled and opened her eyes once again. Her intense glare softened slightly and the corner of her lip curled up into a sexy smile as she looked down at my wet face.

"You still okay down there?" she asked.

"Uh huh," was all I could answer as her wet pussy remained pinned against my mouth.

"Good," she countered, her eyes narrowing. "Because there's something else I want you to lick."

With that, she climbed off my face, turned around and swung her leg back over my head, now facing the other direction as she straddled me. I was now staring directly into Kat's tight little asshole, which was gleaming, wet with pussy juices. I eyed the enticing sight shamelessly, as her knees bent slowly, bringing the puckered little orifice within reaching distance of my eager tongue.

"Mmmmm," she moaned softly she rested her hips back, planting her tiny little wet asshole right against the tip of my tongue.

I immediately went to work lashing Kat's rosebud with frantic licks, lapping up the pussy fluids that lingered there. She pushed back farther, forcing my head down into the couch as she rested her whole weight on my face. Placing both hands on my chest, she wiggled her ass, rubbing her wet hole across my lips as I forced my tongue past her tiny muscular opening.

"Oh fuck yes!" she exclaimed through clenched teeth as she felt my hot tongue slipping inside her asshole.

Again she began to gyrate her hips as tongue-fucked her tight little orifice. Mandy, who was continuing to slide her lips up and down my aching shaft, then slid her tongue down over my balls, probing at my ass once again.

"Lift your legs higher," she suggested, straining to get her face low enough to get at my ass.

"Here," Kat said, removing her hands from my chest and grabbing both of my ankles. "Let me help."

With that, she pulled my legs up into the air and sat back onto my face. "Thanks," Mandy said in her cute bubbly voice before planting her soft lips on my asshole once again.

I moaned into Kat's ass as I felt Mandy's wet tongue piercing my tight little hole. I then responded by thrusting my own tongue deeper into the tight butthole that was planted against my mouth. Although the feeling was amazing, that particular position was putting quite a stretch on the back of my legs, so I was more than a little relieved when Kat released my legs and allowed them to once again rest on the couch. She then lowered her body down against mine into a 69 position as Mandy offered her my cock into her accepting mouth. She took it down to the base with one smooth motion, deep throating me as her friend once again sucked my balls into her hungry mouth.

Overcome by lust, I reached up around grabbed a cheek of Kat's firm ass in each hand, spreading them apart lewdly before attacking her tight little hole with renewed enthusiasm. Kat crawled down a little farther, pulling her ass just out of reach of my eager tongue. I strained my neck to get at her, but fell back and moaned with pleasure as I felt her tongue join Mandy's, lapping at my balls. Kat then pulled herself down farther and poked her tongue against my ass. Mandy followed suite and soon I had two girls licking my ass, their tongues dancing and entwining with each other in between licks. Although my tongue could no longer reach Kat's asshole, my hands certainly could and I began massaging the tight little opening with two fingers. She responded with an approving moan and thrust herself back on my fingers, her asshole sheathing my middle finger as she once again took my dick into her mouth. I pushed my finger in as far as I could, wiggling it deep inside as her wet pussy covered my mouth. I became so entranced with Kat's pussy and ass that I barely noticed the absence of Mandy's soft lips and tongue. Suddenly her beautiful face appeared, smiling down at me from over Kat's smooth ass cheeks.

"Mmmm," she purred, examining the sexy scene and placing her hands on her friend's ass.

Mandy then gently pulled Kat's cheeks apart, giving both her and I a clear view of my finger buried deep in her asshole. After planting a few soft loving kisses on her smooth skin, her tongue shot out, dancing around my finger as it remained knuckle-deep in her friend's tightly gripping hole. Kat's body shivered and her butthole clenched around my digit as she felt her friend's tongue licking at her rim. I removed my finger, only to see it quickly replaced with Mandy's writhing, hot tongue as she dove into Kat's tight little hole. Her bright blue eyes locked on mine as she tongued the tiny pink star just inches from my face. Kat responded with an appreciative moan and shifted forward to suck at my balls as her hands firmly grasped my ass cheeks, her nails digging into my flesh. I raised my head and my tongue joined Mandy's, poking and licking at Kat's asshole. Mandy smiled as out tongues continued to dance and wrestle each other in between lapping at Kat's irresistible rosebud.

When Kat once again shifted backwards, forcing her pussy into my face, Mandy resumed her previous position in between my legs. Her tongue once again stabbed at my sensitive asshole as her friend sucked my dick with increasingly urgency. I let out a muffled moan into Kat's pussy as she wrapped her fingers around my shaft and pumped with determined strokes, her lips wrapped tightly around the head of my cock.

"Oh fuck!" I exclaimed, as Mandy forced her hot, wet tongue into my ass. "I'm going to cum!"

Kat removed her lips from my cock just as my body tensed with indescribable pleasure. My asshole clenched around Mandy's invading tongue and a thick stream of hot cum shot forth, splashing across Kat's lips. She continued stroking as stream after stream of creamy white fluid emerged with surprising velocity, covering her pumping fist and dripping down my balls and ass. I could feel Mandy's tongue collecting the sticky fluid as it ran down my asshole, lapping it up like a hungry kitten. Kat swiped her tongue over my dick before grabbing pulling her friend up by the hair to share a passionate cum-filled kiss. The two girls moaned as their tongue entwined, licking and sucking the creamy fluid from each other's lips. Kat then offered her hand to Mandy, sliding her cum-covered fingers into her friend's mouth. Mandy accepting willingly as she sucked the fingers clean with enthusiasm.

"Mmmm," Kat purred, licking a droplet of cum from her hand. "I think it's time to get fucked."

As she climbed off my body, I remained lying in a relaxed, contented state, satisfied at just having had the best orgasm of my life.

"Hey," Kat scolded, her eyes narrowing with warning. "Don't get too comfortable. You're not done yet."

"Don't worry," I assured, motioning to my now-flaccid member. "I just a couple minutes to get back.....in form."

"Awww," Mandy said in an exaggerated, cute, childish voice. "I think we wore the poor guy out."

"Well, I guess we'll just have to get started without him," Kat added, as she walked up behind her and kissed her neck.

Mandy immediately closed her eyes and cocked her head to the side, moaning softly as Kat's lips bounced slowly from spot to spot, covered her smooth skin with gentle kisses. As her moaning increased, Kat's kisses gradually grew more aggressive until she was biting gently at Mandy's skin, leaving tiny red marks in her wake. She lifted her arms and grabbed a breast with each hand, pawing and groping like a horny teenager. Her mouth went from neck to ear as she nibbled at Mandy's lobe, and whispered something that I couldn't hear. Her dark, almond-shaped eyes then fixed on mine as she shot me a seductive stare. A tingling feeling shot through my body and my flaccid dick began to twitch as Kat began peeling off Mandy's tight fitting dress. As soon as the tight fabric passed her chest, Kat spun her friend around to cover her massive breasts with seductive licks and kisses. Mandy giggled as took turns sucking her little pink nipples, and began to wiggle her tight fitting dress down over her hips.

"Do you like these tits?" Kat asked, cocking her head towards me as she squeezed each of the large round breasts with her slender, dextrous hands.

I nodded, intimidated by Kat's devilish glare.

"And what about...," she continued, as she coaxed Mandy to turn around. "...this ass?"

As she asked, Kat stroked her hand over her friend's smooth, naked posterior. Mandy looked back at me over her shoulder, smiling and biting her finger in a cute pose as if looking for validation.

"I love it," I stammered, overwhelmed by the whole situation.

"Would you like to see her on her hands and knees?" Kat continued, planting a soft kiss on her friend's posterior.

I nodded.

Mandy giggled as Kat coaxed her down onto all fours, displaying her juicy round ass to me. She looked back at me as she arched her back in a teasing fashion, lowering her head to the floor submissively. Kat smiled as my eyes locked onto Mandy's supple cheeks, separated only by a thing white string of fabric that composed the backside of her meager g-string undergarment. Her thick, pouty pussy lips could be seen puffing out on either side of the tiny string. I could feel my dick regaining thickness as I watched Kat flick her little pink tongue across her friend's ample ass as she started pulling the string down her ass. After removing the underwear, Kat looked directly into my eyes as she brought the pair of white underwear to her face, running her tongue along the entire length and sucking the thin string into her sexy mouth.

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bydamonX© 7 comments/ 191183 views/ 92 favorites

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