What Happens in Vegas...

Toni and I had been friends for a few years. We met at our kids' soccer games, and started talking. At that time, both of us were still married, even though neither of our spouses ever came to the games.

Eventually, though, both of our marriages fell apart, and we were there for each other. We helped each other through our divorces, and to deal with the aftermath. Up until that point, our relationship had been purely platonic, but that quickly changed.

Neither of us wanted a committed relationship, but we did fall in to a "Friends With Benefits" relationship. We were both happy with what we had, and were quite comfortable with it. Her job, with a major cosmetics company, required a lot of travel, and mine, in construction, demanded a lot of overtime and long hours, so we got together when we could, infrequent as that was.

While I had a more extensive sexual history, Toni had been with only one man other than her husband, and apparently neither had much of an imagination or talent. She told me that our first night together, I gave her more orgasms then her husband did in 15 years.

Toni was about 5'3, with short blonde hair, great legs, large breasts (40 DD), and carried a few extra pounds. She was not at all fat, as the extra weight looked very good on her

Over the years, I taught her a lot, and she was quite a good, and willing, student. She soon learned to give some of the best head that I had ever had, and even learned to enjoy using toys and having anal sex.

Once, while we were in bed enjoying the afterglow of another wild sexual romp, she told me about an upcoming trip that she had to make. I told her that I could probably swing some time off, and could join her, and she told me that the room had already been booked, and she was rooming with Maria, a hot little Italian woman who was one of her best friends and a co-worker.

When I teased her about two hot women sharing a room and a couple of bottles of wine, and what could happen, Toni surprised me by responding, " Easy, now. I don't think that I am ready to try being with a woman yet."

"Yet?" I asked, shocked. "That implies that you have at least though about the possibility."

"Yes, I've thought about it," she admitted after a couple of seconds. "I think every woman has at least thought about it. It's just that very few of us actually ever get up the nerve to try it."

I didn't say anything else, but I did keep that in the back of my mind.

Toni and I always celebrated our birthdays together, since they were only a week apart. As luck would have it this year, the week-end in between those dates also was the week-end of her annual convention in Vegas. I told her that this year, Maria was going to have to find other accommodations, as I was going with so we could celebrate together.

I made reservations at one of the better hotels for a suite, complete with a Jacuzzi, and told Toni to get ready for a "What Happens In Vegas Stays In Vegas" type week-end. She laughed, and told me that she couldn't wait.

I knew that we were in for a fun week-end when I picked her up for the flight. I decided to hire a limo, instead of drive myself. When she walked out of her house, she was dressed in a short skirt, tank top, and a sexy pair of sandals. We had already agreed to pick up Maria and take her with us, and while we were all riding in the back, enjoying a cocktail, Toni whispered in my ear, "I didn't wear any panties for the flight."

Maria was also dressed sexy, in a short sundress and low-heeled slip-ons. Maria is short, about 5'2", with long black hair, and what looked like a smaller pair of breasts. She was very pretty, and had an aura that just exuded sensuality.

The way she was sitting, across from us in the limo, I could almost see right up her skirt. She caught me looking once, and smiled. "Are you trying to look up my dress?" she asked.

"Well, if you're willing to show, I am certainly willing to look," I told her. We all laughed, and continued the ride.

Maria was seated a couple of rows behind us on the flight, and Toni and I were the only ones in our row. Although it was a relatively short flight, we did manage to have a little fun, as I slipped my hand up under her skirt, and teased her moist pussy.

The first couple of days there were mostly filled with the women going to their convention meetings, and I did a little bit of gambling, and a lot of people watching. We all met each night for a few drinks, and then Toni and I went up to our room and had our usual wild sex.

Being out of town seemed to open Toni up even more, however. Our first night there, as we came back from the bar, she led me to a chair right in front of the large window overlooking the strip, sat me down, and proceeded to give me a passionate, very inspired blow-job.

After a few minutes, when I tried to stop her so I could give her a little pleasure, she said, "Just sit back and enjoy. You can take care of me later." she then continued to suck me off until I exploded deep in her mouth.

The next night, after a few more drinks, I led her to the window, and with all of the lights on, pinned her up against the window that she blew me in front of the night before, and gave her a thorough tongue lashing, from both in front and behind, and then, with her big tits pressed against the window, I took her from behind, telling her that all of Vegas could be watching us. She eventually exploded in such a huge orgasm, I had to hold her to keep her from falling to the floor.

On the final night of the convention, I took both women out to dinner. Both women had dressed up very nicely, and looked very sexy. We all had an excellent dinner, and a few bottles of wine. Eventually, as things do after a few bottles of wine, the talk turned to sex.

Maria was lamenting about how it had been way too long since she had been laid, and how she thought Toni and I were such a cute couple together.

"I bet you two could make a mint taping yourselves and selling it on line," she told us, making me wonder if she knew about our exhibition at the window.

Toni blushed, and I told Maria, "First of all, I don't think either of us wants something like that on line. The real problem would be finding someone to operate the camera. I'm sure that Toni would have to have someone she's comfortable with."

Maria did exactly what I was hoping she would do, and jokingly responded, "Well, I'm not doing anything for the rest of the night. Did you bring a camera?"

Toni sat there shocked, and I told Maria, "As a matter of fact, I did. Are you offering to tape us?"

"Sure. Why not?" Maria answered. "That could be fun. I know what I like to see when I watch porn, so I'm sure that I could get some good shots."

"Toni? What do you think?" I asked.

"I think I need another drink, first," was her only response.

Half an hour later, we were in our room, and I was showing Maria how to use the video camera. I also showed her the mini-tripod, just in case she wanted to set the camera down. Toni was in the bathroom changing into an outfit that she had bought for our last night there, and was obviously a little nervous.

Soon, Maria was ready, and the door finally opened. I had changed into a pair of silk boxers that I knew that Toni loved, and then she came out of the bathroom. She was wearing a black lace camisole and matching boy-shorts, with a pair of sexy backless heels.

"You look great, baby," I told her as I walked towards her.

"That is very sexy," Maria chimed in.

I softly kissed Toni as I tried to soothe her, and Maria was walking around us quietly, filming us. As we stood there, I started to work my way down Toni's neck, something that I knew she loved, and always loosened her up.

I was kissing and nibbling an her neck, on the soft part of skin just behind and below the ear, as my hands were gliding over her full ass, when I heard her sigh deeply, a sign that she was ready to go.

I slowly walked behind her and started to work on the back of her neck, as Maria walked in front of us and continued to work the camera.

Standing behind her, I cupped Toni's full breasts as I kissed the sensitive back of her neck and softly ground my rising cock against her ass.

Looking over her shoulder, I could tell that Maria was getting a bit turned on by this. Her breathing was getting heavier, and she was shifting her weight from one foot to the other.

As I was softly pinching her nipples through the lace of her top, Toni opened her eyes, and was looking at Maria as she filmed us. I felt her stiffen a little, and I whispered into her ear.

"Does Maria standing there like that bother you?" I asked her softly.

She nodded lightly, but never removed her eyes from her friend.

"Would you feel more comfortable if she was wearing less clothes?"

Toni gasped softly, and whispered, "Yes." "Maria, why don't you set the camera down, and take off your dress?" I told her. "I think that Toni would feel a little more comfortable that way."

Maria didn't say a word as she followed my request. She set the camera on the desk, still pointed at us, and she slowly started to remove her clothes.

I felt, as well as heard, Toni gasp as Maria dropped her dress and stood in front of us, wearing only a skimpy bra and thong. Although she was our age, in her early 40's, she had the body, and skin tone, of a woman half her age. Maria then went one step further and removed her bra, revealing a nice sized, and still pretty firm, pair of breasts and nipples that were standing out, just begging to be kissed.

As she picked the camera back up, I started to remove Toni's top, releasing her large breasts. I cupped one full breast, and slid the other hand down to her panties, watching Maria the whole time.

As I cupped my hand over her mound, I could feel the heat and moisture radiating from Toni's pussy. I slid a finger up and down her slit, feeling her juices soaking into her panties. I also noticed that her eyes never left Maria.

As I slid my hand into her panties, Toni moaned and leaned back into me. She gasped as I slid my fingertips over her clit and down to her moist hole.

When I slid my moistened fingertip over her hard clit, I felt Toni shudder, and she released a loud sigh.

I flicked my finger quickly over her hard little nub a couple of times, and then slid my hand back out of her panties. As Toni moaned her disappointment, I released her breast and brought both of my hands to hers.

Taking her hands in mine, I raised them up to her breasts. I placed her hands on her tits, put my hands over hers, and started to softly squeeze. As she started to work on her breasts, squeezing them and pinching and lightly pulling her nipples, I brought my hands down to her panties.

She continued to play with her tits as I slowly started to slide her panties down her legs. I knelt behind her as I slipped them off of her, and I ran my tongue down her ass. She spread her legs, and I placed my hands on her hips.

I pulled her towards me as I leaned in and flicked my tongue down her wet slit, reaching for her button. Toni moaned loudly, ans she dropped one hand down to her pussy and started to slide her fingers over her slit.

I stood and led her to the bed ,leaning her forward onto the mattress with her hands at the edge. Toni always loved it when I ate her out in this position. Her ass was up in the air, her big tits were swaying, and her legs were spread.

I looked at Maria, to make sure that she had a good camera angle, and saw that her eyes were glazed, her nipples were erect, and her breathing was heavy. She was as turned on as Toni and I.

Kneeling on the floor behind her, I slowly slid my tongue along Toni's wet slit, starting at her seeping pussy, running up to her ass, and then back down to her clit. When I pressed my face in to her pussy, sticking the tip of my nose into her and flicking the tip of my tongue across her hardened bud, she gasped and grabbed onto the sheets.

I pulled my face away, and slid two fingers into her hot wet pussy. I could feel her muscles clamp down lightly on my fingers as I slid them in and out slowly.

I looked up at Maria, and she had moved in to get a close up of my fingers buried deep in Toni's pussy. Toni was moaning and moving back against my hand, grabbing on tight to the bed, and Maria was breathing heavier.

I slid my fingers out on Toni's pussy, and slowly dragged them up towards her asshole. I pushed Toni further towards the bed, guiding her on to her hands and knees on top of the mattress. I then reached out with my other hand and took the video camera from Maria.

As I rimmed Toni's ass with my wet fingers, Maria looked at me questionably. I motioned with my head towards Toni, and Maria's eyes got bigger. Trying to keep the camera still, I looked at Maria, then down to her hand, and then to Toni's raised ass.

Maria slowly raised her hand, looking me in the eyes, and slid two fingers into her mouth. She started to suck on her fingers as she maintained eye contact with me, coating her fingers with her saliva.

When her fingers were nice and slick, she reached out towards Toni and ran her fingers along her wet slit. Toni moaned and wiggled her ass, not realizing that it was her best friend's hand that was now spreading her juices around her pussy.

Toni's eyes were clamped shut, and she was moving her hips back and forth, as well as sideways, while she moaned and groaned, her breath getting deeper as Maria manipulated her pussy and clit.

I pulled back and went for the camera tripod as Maria slid two slender fingers into Toni. After I mounted the camera, and made sure that I had the proper angle, I went back towards the two women.

Maria was sliding her fingers in and out of Toni's pussy with one hand, and rubbing her clit with the other, causing Toni to moan louder, and fuck back towards Maria.

I took a hold of Maria's hand that was inside her friends' pussy, and pulled her fingers out. As I raised her fingers to her mouth, Maria didn't hesitate to slide them in to her mouth and taste Toni's juices.

After she licked her fingers clean, I softly guided Maria's face toward Toni. Pausing only a second, she leaned in to Toni's pussy and started licking her clit, and then sticking her tongue in to her pussy.

Toni moaned again, and pushed back against Maria's face. For a brief second, I stepped behind the camera and zoomed in on Maria eating Toni's pussy.

I kept the camera there for a while, watching up close as Maria lovingly caressed Toni's wet, steamy pussy with her tongue .As I panned back, without my prompting, Maria then reached up and took Toni's big tits in her hand and started to squeeze them.

Stepping away from the camera again after I mounted it back on the tripod, I watched for a minute as Maria pleasured her best friend for the first time. Toni was enjoying the effort, and was moaning and writhing on the bed.

I walked to the bed and climbed in front of Toni. I presented my rigid cock to her lips, and she gasped, realizing finally that it wasn't me working on her pussy. She had to have noticed the difference in the feel and techniques, but now, she couldn't ignore it.

"Just enjoy it," I said to her softly. "You've both wanted this for a long time. Now you've got it. Just relax, and enjoy."

Toni moaned as I leaned in a little further and pushed my cock past her lips. As she opened her mouth and took me in, Maria straightened up and rubbed Toni's pussy and slid a couple of fingers into her wet pussy as she watched Toni start to suck on my cock.

Maria continued watching as Toni sucked and licked my rod, and getting wide-eyed as she saw Toni swallow most of my thick shaft down her throat.

Toni collapsed on to her belly, never taking her lips off of me. Maria resumed sliding her fingers in and out of her best friend's wet pussy, climbing behind her for a better angle. Toni was moaning and writhing around on the bed as Maria leaned back in and raised Toni's hips.

I knew that Maria's tongue made contact with Toni's clit, when Toni gasped loudly around my thick, wet shaft, and gasped, "Oh, my godddd!"

Toni started working on my cock with a renewed vigor as her friend tongued her pussy. I could see Maria's head bob and wiggle as she brought Toni closer to an orgasm.

"She likes her ass played with, doesn't she?" Maria asked after a couple of minutes.

"She loves to have her ass played with when you're going down on her," I told her, doing my best to make sure that I didn't cum, from both Toni's talents, and the view in front of me.

I watched as Maria slid her fingers out of Toni's pussy, shiny with her juices which I knew were flowing right now. Toni gasped and moaned in pleasure as Maria started rimming her ass with the wet fingers.

When I knew the Maria was pushing her slick fingers into Toni's tight ass, I held Toni's head tight, slowly pulling it down further onto my cock. I felt the vibrations in my cock as Toni groaned when Maria pushed her fingers in deep.

Maria had both hands working on Toni, fingering her ass and her pussy. It didn't take long before Toni started gasping loudly, her body stiffening, a sure sign for her that she was starting to cum.

"Whatever you're doing," I told Maria, "don't stop. She's about to cum, big."

Toni groaned louder when I said that, and started bobbing her head even quicker. Soon, though, she stopped, grasped my shaft, and started stroking me quickly.

"Oh, my god!" she exclaimed softly. "I'm gonna cum! Oh, my god, baby, you're going to make me cum!!!"

Toni reached down and held her friend's face tight to her spasming pussy as her body started to shake.

"Oh, my god, Maria!" she yelled. "Holy shit! You're making me cumm!!!"

Maria didn't let up on her friend, continuing to slide her tongue over Toni's hard clit and soaking wet slit.

Toni had released my cock as she was cumming, and started reaching for it as she came back down. Rolling away from her gasp, I whispered in her ear, "This is all for your birthday, baby. Now you tell me, who should I slide my thick cock into first?"

"Oh god, fuck me!" she exclaimed. "I need this thick, hard cock right now!"

Chuckling, I climbed off of the bed and stepped behind Toni. Maria was staring at my cock as I walked, her hands gliding lightly over Toni's ass.

"Do you like this?" I asked Maria as I shook my hard rod in the air.

"Yes," she whispered, still not taking her eyes off of it.

"Why don't you come here and suck it?" I asked her. "You can get it nice and wet for me, so I can slide it right in to Toni's hot pussy."

"Mmmm," she moaned, as she got down on her knees and took my cock in her hands.

"Did you like Toni's pussy?" I asked Maria as she slid her tongue up the length of my shaft.

"Yes, I did," she answered. "Toni's pussy tastes nice."

I slid two fingers into Toni's pussy, and I told Maria, "Yes, she does have a tasty little pussy. Maybe I'll cum deep inside her, and you can taste both of us."

"That would be nice," Maria responded, and then started to suck on my cock. Toni was probably the best cock sucker that I had ever had the privilege of ever being with, but Maria wasn't far behind!. The woman had a mouth that felt like a hot, wet velvet glove.

We stayed like that for a couple of minutes. Toni, on her knees on the bed, big tits pressed firmly against the mattress, with my fingers sliding in and out of her pussy, and occasionally teasing her tight little asshole, while Maria was on her knees in front of me, sucking my cock, getting it ready to replace my fingers deep inside her best friend.

After a couple more minutes, when my knees were starting to get weak from Maria's talents, she pulled away from me, and told me, "I think that you should be ready for Toni now."

Toni moaned hearing that, and as I gathered my wits, I stood behind Toni and started sliding my cock head up and down her steamy slit.