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Seconds later I could feel the quivering of Lisa's vaginal walls; then her belly started convulsing. She twisted her torso to push her breast higher while starting to thrust her hips against my face. She was silent, then took in a lungful of air in a noisy gasp; at the same moment Sue balled her hand into a fist, holding and squeezing and pulling up Lisa's nipple and areola and a good chunk of breast. Convulsions shook Lisa's whole body as she loudly moaned or groaned something unintelligible. Damn! What a sight!

I had to move to maintain full contact with Lisa's pussy, and my cock rudely announced its full erection as it bumped into the bedclothes. I adjusted my stimulation as best I could to keep Lisa going. Her groans faded as she ran out of air, not breathing in again, yet. Sue looked down at me, her eyes wide with both wonder and lust. Lisa was having a mind-blowing orgasm.

Lisa slowly twisted her body, still thrusting, still holding her breath through her orgasm. The end was announced when she collapsed, limp as a rag doll, accompanied by the deep inrush of air as she started breathing again. Sue relaxed her hand, but continued to massage Lisa's breast. I pulled back and gently stroked Lisa's outer lips with the back of my fingers, blew air gently over the wet flesh, and stroked her inner thighs and belly. After a couple moments, Lisa pulled the pillow under her head again and croaked "Wow, that was one hell of an appetizer. My compliments to the chef!" Sue and I grinned at each other. Sue obviously wanted this to go well for Lisa.

Lisa looked sexier than ever. Her breathing was deep, her face and body covered with a light sheen of sweat that made her glisten, and about her chest, above her pillow breasts was a rosy blush that made her glow. She was also completely relaxed and vulnerable. I watched as Lisa gently took Sue's hand off her breast and kissed it. My cock now hurt, I wanted Lisa so badly.

I got up, and gently lifted Lisa's legs back onto the bed. She helped, shifting around, and Sue moved to make room. I leaned over Lisa's chest; one hand on the softness of Lisa's other breast, the other hand reaching out to take one of Sue's breasts. I started squeezing both while gently rolling the nipples between thumbs and fore-fingers. Lisa saw what I was doing, and shifted so she could do the same to Sue's other breast. Sue looked back and forth between us, eyes still wide.

Lisa let go of Sue, shifted a bit, and then stretched. A full body stretch with her arms over her head pushing on the headboard, her belly taught and slightly arched, legs slightly spread and muscles taught, toes pointed. When the stretch collapsed, my cock jumped impatiently as Lisa announced: "OK, I'm ready for the main course." and looked straight at me. I didn't have to be asked twice.

Lisa pulled her knees out, spreading completely for me. I bounded onto the bed between her legs. Her sex, engorged and deep red, unfolded like an orchid waiting to be pollinated. I bent down, pressing my tongue into her vagina and then dragging it up over her clit, through her bush, and on up her belly. As hard as I tried to be suave and sophisticated, I could tell I was rushing it. I ran my tongue all the way up her body to her neck and off her chin. I looked onto her eyes. She had that evil grin. "Now!" was all she said.

"Would you like to put him in his place?" I asked teasingly. Her grin got wider, I let her hand slip between our bodies and she grasped my erection firmly. She gave me a quick look of appreciation as she started lubricating the head by sliding it up and down her very wet lips. Then she rotated her hips and slid the head of my cock down over and around her anus, pressing me against that nether opening briefly. I'm sure my eyes shot wide open, and I could see the evil laughter in her eyes. I was speechless. Not even Sue had offered me that!

As Lisa dipped my cock ever so slightly into the opening of her vagina, my attention snapped back and I thrust, hard. One hand, then two, grabbed and squeezed and pulled my ass, holding me deep within her. I felt her body shudder. I felt her head turn and heard her hoarsely stage-whisper "Thank You!" I looked to see the two girls grinning at each other.

Sue then looked down my body, and with a strong swing smacked what little of my buttocks were exposed and called "Giddy-up, cowboy!"

I wanted so badly to show off my extensive love-making skills to this new partner, but it was a lost cause. My brain just shut down and some nerve bundle at the base of my spine took over all control. I think this really is how rabbits fuck. I was just pounding her mercilessly. I was vaguely aware as she pulled her legs up and tucked her heels in against my butt. I was clawing at the sheets and her shoulders, trying to pull myself inside her deeper and deeper. I was flying on a carpet of flesh and lust, and it was wonderful.

Suddenly her whole body convulsed. Her heels slid down on my thighs, the pubic bone pressed up resulting in collisions with my thrusting that were almost painful. Her arms pulled my shoulders and head down into her while her face pressed into the crook of my neck, muffling her screams.

Strangely, her orgasm brought me back to my senses, and I caught and suppressed my response. I glanced at Sue, and she was lying on her side watching her husband and her friend with an expression that was simple love. It sunk in that I really was her gift to Lisa, more than Lisa was her gift to me. I loved fucking Lisa, but I loved Sue, and again needed to include her.

As Lisa recovered her breath and relaxed again, I rotated about the penetration linking our bodies, directing Lisa to lower and straighten one leg. I was now in an 'X' position, her one leg between mine, which provided good leverage and deep penetration, but also allowed me to pull Sue's hips over until I could bury my face between her thighs.

As Sue's pubic bone was on my chin, I couldn't see anything except my beautiful wife's sex and ass cheeks, so I just set up a good rhythm. I thrust long and deep into Lisa's body, adding little flourishes to the thrusts; my cock felt strong and powerful. In time with the thrusts, I ran my tongue down across Sue's clit and opening, sometimes in a figure 8, sometimes dipping into her tangy sweetness, sometimes with my tongue firm and pointed as I dragged it across the soft flesh. As tension rose, I slipped the full length of one thumb into Sue's hot, wet depths, the hand buried in her ass crack and the inside of my hand rubbing against her anus. I had done this many times before without really noticing the contact with her anus, but after Lisa's tease, I was very aware of it. I would have to talk to Sue about this.

I could hear both girls becoming more aroused and approaching another orgasm. I could tell that the two girls were twisted toward and holding each other and apparently pacing each other as the sexual tension built. I could hear murmuring voices. When the orgasms came they were not the high craggy peaks of moments earlier, but rolling hills of sensation and pleasure. I could feel the tension cresting almost gently and then building again. This went on for quite a while as I held back my own explosion and enjoyed pleasuring them.

Suddenly, I became clearly aware that it was my time. I gave the area around Sue's clit a last, noisy, sucking kiss, which caused her to yelp, and pulled back to lay on top of Lisa. It took a moment to untangle legs. I lifted up on my elbows so I could look her in the eyes. I thrust hard, withdrew slowly, and thrust hard again. I could feel the pressure rising in my groin, and knew Lisa could see it in my eyes. With each thrust she adjusted her hips to make herself the perfect receptacle, and started thrusting in time with me. As the intensity increased, she started a low grunt each time our pubic bones collided and the head of my cock seated deeply inside her.

She broke eye contact first, her eyes rolling up, her head back, her arms, pressed against her sides and then reaching up to my rib cage, both lifting her breasts and pulling me down on top of her. I could feel my chest press into the softness of her breasts while my cock continued to try to rip her open with deep, long thrusts. Her grunts became cries, louder with each thrust. My balls hurt as the pressure built. Her body went rigid with her pubic bone thrust into the air to accept my thrusts. I felt the gathering fury in my balls, and then drove myself deep and ground into her as the first contraction raced through me. In the distance I heard myself bellow something incoherent, the sound mixing with Lisa's cry. Over and over I thrust, ground, and spilled my seed onto her depths.

When I was finally spent, I lay heavily on her limp body. After a moment, she tapped me in a way I recognized as "Hey! I can't breathe!" and I lifted and slowly rolled off her. The air was cold on my shaft. Another moment, Lisa whimpered and quickly pressed a hand against her sex. Sue jumped out of bed; I heard water run briefly in the bathroom; I tried to muster enough energy to figure out what was going on. When I finally looked up, Sue was between Lisa's splayed legs gently washing her sex with a wet washcloth. To my surprise (OK, shock) Sue bent forward and gave Lisa a kiss on the nether lips. To my surprise (OK, pleasure) Sue then leaned over, slurped my limp cock into her mouth and cleaned Lisa off it the old fashioned way.

When Sue was finished with me, she found herself between Lisa's legs, inches from her swollen sex, and looking up her body into her eyes. Sue glanced down, back up and cocked her head slightly. "You're still leaking." Sue announced. I could feel tension in the locked stare. Sue slowly lowered her head. Sue's tongue reached out and gently lapped the mixed fluid that was leaking out of Lisa's vagina. Lisa took a sharp, deep, breath, but said nothing. I stared in disbelief as my wife licked my cum from her friend's vagina.

This went on for several minutes before Sue announced "OK, I think it's stopped." and pressed the washcloth against Lisa. Lisa brought her legs together, knees raised, and Sue slipped around on the other side of me. There was a moment as everyone adjusted pillows and shifted around to get comfortable in a three way cuddle, with me sandwiched in the middle.

Twice I had to catch myself as I started to fall asleep. After the second time, I felt the sudden need to know, and stupidly blurted out the question: "Sue, what the hell happened? Why?"

Sue gave me her best "Jesus, you can be stupid" look, while Lisa tried to suppress a giggle on the other side. "Well, you started it. OK, I also always knew that I really could trust you and my friends, especially after you left that silly column on the kitchen counter for me." I had spent 2 hours going through the big recycle bin in the garage before I found that thing. "Then, tonight, Lisa told me about how, since the question came up, and she really, really needed a friend-with-benefits, she just couldn't get you out of her mind. I knew it had been a long time for her, and that she had no other prospects, and I could feel her pain and frustration, and since she's my BFF, it just sort of made sense. I didn't want her picking up some stranger in a bar! It's not like your silly column, anyway, because we all knew exactly what was going to happen!"

"Speak for yourself." I muttered, then in a louder voice, "Well, in case I forget later, thank you both very much for an absolutely incredible evening!" Sue snuggled closer, but Lisa started to sit up.

"Now that sounds like my cue. Thank you both. I should really be going. I'm sure you two have some catching up to do." She was grinning, but there was sadness in her eyes.

I grabbed her arm, to stop her. What is it with women tonight; they keep running away from my bed!?! "Sue, I don't think we're done with Miss Lisa yet, do you?" Sue looked confused at first; I guess she did think it was a good time for Lisa to leave.

Then Sue got a bemused look. "No, I guess we aren't done with Lisa yet." It came out very sarcastically. I lifted an eyebrow and tilted my head at Sue and just held her eyes. I could see the gears starting to turn. We had some rules about the differences between making love and just fucking. Sue doesn't like 'just a fuck.' After a moment, she smiled, shook her head, and lifted herself up so she could see Lisa over me. "Lisa, I didn't think things through, earlier. Really, if you can, we both would love for you to stay for breakfast. It might be a late breakfast, because this klutz does his best work in the morning. He is tender, gentle, a real treat." She made the "OK" sign with one hand and leered.

The evil grin slowly spread across Lisa's face again. "OK. Hell, after this evening, I may just move in!" She lay back down, and after some shifting, both girls were cuddled against my sides. Two hands started gently caressing my belly, chest, thighs, balls, and cock. My hands each found a smooth hip to stroke, though soon enough my hands were each trapped between a pair of thighs and pressed against a pussy. I knew I was in heaven, and I just lay back and enjoyed every second.

Some time later, Lisa lifted my resurgent cock up from my belly. "I think this one's yours, Sue. You've been shortchanged this evening." I could feel that both girls were wet against my hands, but whether that was still, again, or had something to do with my gentle ministrations, I couldn't say.

"OK," Sue answered, "I want the top; you want to sit on his face?"

"Naw," Lisa replied slowly, "Maybe later, but I'm actually quite thoroughly fucked and sucked at the moment, so I think I'll just watch." She settled her head on my shoulder and played with my navel with one hand as Sue swung one leg over my knees. Sue bent forward and kissed my cock, causing it to twitch, and then slid up my legs. She slid her pussy over my cock, which was lying on my belly. She rubbed up and down, spreading her lips over me and teasing me. When I started moaning, she lifted and ran the head up and down her slit. I moaned again, and she threw me a kiss as she lowered herself slowly down my shaft. I heard a throaty "Mm-m-m" from Lisa as she watched.

Sue leaned forward to take her weight on her hands on either side of me. She could easily slide herself up and down my shaft with very little effort in this position, and we could go a long time. I ran my hands up and down Sue's thighs, and on up her sides. I pinched and rolled her nipples. I scratched lightly at her sides. We loved playing like this.

Lisa was still fingering my navel. I took her hand and moved it to Sue's hip. Lisa started moving her hand gently over Sue's side and belly, similar to the way I was caressing Sue.

I could see Sue's lubrication glistening on my shaft. When she lifted, I ran my fingers across her vulva and clit, then reached up and rubbed her musk on her lips. She opened her mouth and sucked my fingers in. I could feel Sue quietly vocalizing deep in her throat. Sue would periodically shift angles or patterns, keeping the sensations fresh. She would sit upright and bear down with all her weight until I could feel my head fighting for room with her cervix, then lean further forward to lick and nip one of my nipples, and we frequently met in the middle for a long slow kiss while her tight pussy caressed the length of my cock. I was happy. Sue was happy. Lisa seemed happy, alternately caressing me and Sue.

Almost a half hour, and a couple gentle orgasms later, Sue lay on my chest, straightened and stretched her legs. I rolled us over, than had to shift to keep us from falling on the floor. She swung her legs up to lock them behind the small of my back and wrapped her arms around my neck. She grinned at me with half-lidded eyes. "Let's ride!" she said. I rode; letting years of experience take over. My thrusting was smooth and practiced and we just fell into the rhythm. I could watch the tension build slowly in her face. When her time came, her face scrunched and she cried out, pulling my shoulders down and biting the nape of my neck. I continued riding right through this orgasm. When she came down, I knew the next orgasm would be mine, and I contemplated how I wanted to take her.

A glance showed Lisa still watching, lying on her side with one hand buried between her legs. I had an idea. I pulled out and with quick touches I directed Sue to move down until her legs were off the end of the bed. The bed covers were piled on the floor, giving me something to kneel on. I gently pressed my cock back into Sue's warmth while Sue brought her thighs up along my sides. I loved watching her body, not to mention my erection sliding in and out of her body. I re-established my rhythm and then waved Lisa over.

"On your knees, give me your bottom." It took her a couple seconds to process what I wanted and then she swung around on her hands and knees. I had to gently pull her body back toward me, and she ended with her legs folded, head also on the pillow under Sue's head, arm across Sue just above her breasts. As my thrusting continued, I slid one hand over Lisa's buttock and down to her sex. She was very wet, and I slipped first one, then another finger into her wet tunnel. I worked my fingers against the walls and her G-spot, while another finger pressed and rubbed the flesh next to her clit. When she was moaning, I dipped my thumb into her vagina quickly, and then spread the lubrication around her asshole, and massaged her asshole with my thumb. Her voice went up a bit at first, but she quickly got into what I was intending. This was not her first time.

As her sphincter relaxed, I dipped all of my fingers, one at a time, into the lubrication, then pressed my index finger gently against the tight opening. I popped inside, and her sphincter quickly grabbed and then relaxed again. I slowly and gently worked my index finger into her anus, middle two fingers sliding back into her vagina, and my little finger falling across her clit. Once my fingers were fully seated, and I started thrumming my fingers inside her.

I shifted my attention back to Sue. She was watching Lisa's face, which I couldn't see. So I gave Sue some extra thrusts, staccato thrusts, and grinding against her. She looked back up at me. I was close to overload. Lisa was moaning loudly. Sue's eyes were lidded and heavy. I was penetrating two women and bringing them both to orgasms; I just hoped I could last that long.

When I saw Sue tensing and heard Lisa's moans going up in volume and down in pitch, I started bringing myself to a peak. My thrusting came faster, my hand working harder, and I was squeezing every ounce I could out of my groin muscles. I passed the point of inevitability just as Lisa came; I spilled my seed deep inside Sue, pushing her over the top. With each contraction I drove myself deep into Sue, who twisted and arched in response to the shot of heat deep in her depths, and Lisa rocked, twisted, and thrust herself against my hand. As the contractions receded, I was almost blind and dumb. I barely had enough awareness to realize when Lisa had crested so I could work my fingers out of her before I collapsed from post orgasm exhaustion and relaxation. Collapse I did, across Sue's hips. Lisa collapsed the opposite direction.

For several minutes there was only the rapid, deep breathing of three people too old and out of shape for this kind of behavior. Lisa was the first to push herself up. "I'll be back." she said as she stood shakily and then headed for the bathroom. I stroked Sue's face. She was totally relaxed and looked so beautiful. After a moment she opened her eyes and smiled at me. I smiled back. "Wow!" was all I could think of to say.

"Yea, well, don't get too used to this." she laughed.

When Lisa re-appeared, Sue stretched, my sign to roll off her, and Sue disappeared. Lisa sat on the side of the bed. "Thank you, I needed that." she whispered, totally serious. I just smiled; no smart remarks now.