Amber, Kelly and Me

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Me and my girlfriend have fun with Kelly
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"Do you like Amber?" Kelly asked, the edge in her voice was very clear.

Oh boy, here is where we pay for the fun. The previous day, the three of us had crossed a lot of boundaries as Kelly, Amber and I had a threesome. I had lucked into the perfect moment, the intersection of lust, alcohol and repressed sexuality that exploded in a ferocity not typically witnessed by mortal man.

Kelly and I were seniors in college and her roommate, Amber, was a sophomore. Amber was a cute, but totally repressed, girl and last night, Kelly had kissed Amber, her first girl-girl kiss. Amber learned how to suck dick, mine, under Kelly's tutelage and discovered how to swallow. Amber and I sucked Kelly's tits and Kelly and I sucked Amber's tits. The night ended with Amber still a virgin but it was still an unbelievable night.

"Yeah, I like her. She's nice," I said with a casual smile, acting like I had no idea what was bothering her, so she stewed for a while.

Kelly and I had been dating for two years and I was devoted to her. Kelly was beautiful, brunette, slim and athletic with nice boobs. She was also sexually adventurous, although this was the first time we had ever done a threesome.

"You're my boyfriend," she finally said, venom in her voice.

"Yes, and I am the luckiest man in the world," I said with a grin, leaning over to kiss her.

She only gave me her cheek. I sat back and continued to watch the game as if nothing was wrong while she was fidgeting, trying to sort out her feelings.

"I don't want you fucking her!"

"Oh. Is this about last night?" I asked innocently.

"I know how you guys are. All you want is more pussy. Well, you're mine and if you do that slut, I'll cut your fucking nuts off!"

"Hey, now, last night was about youjust as much as it was me. I did that with her becauseof you, not in spite of you. If you'll recall, I fucked you, not her."

She pouted some more, and I pulled her over for kisses and snuggles, all the while letting her know that I was not going to run around behind her back. Finally, she relaxed and we started making out and before long, we were doing it, kind of like make up sex. She wanted to get her scent on me, to reassure herself that I was hers. Afterwards, I spooned her as we cuddled and watched the game.

"So, what was your favorite part?" she asked.

"Honestly? Amber's blowjob."

She glanced over her shoulder to me, displeased.

"Yeah, I really like blowjobs but I also really like kissing you. When you're blowing me, I can't very well kiss you. Kissing you while Amber was sucking me was great. It was like the best of both worlds."

She thought about it and relaxed a little.

"What was your favorite part?" I asked.

"You having sex with me afterwards," she whispered.

"Yeah, you really seemed turned on. Another favorite of mine."

"Yeah," she finally admitted.

"Well, I can see that this bothers you, so you're in control. I don't want to cause any problems between you two, so I'll wait for you to guide me."

She seemed satisfied with that and let the subject drop. When I finally came over to their apartment, I spent a few moments complimenting Amber. She seemed more timid than usual around me. Sitting in the same room with her and remembering her lips wrapped around my cock was a bit awkward.

Amber is not a skinny girl, she has curves, but she's not fat, though she is definitely really self-conscious about her body. I can see that, somehow, in high school being thick and having braces made her feel like an ugly duckling but the recent years had been very good to her. She is in really good shape and works out daily at the gym. She has black hair, a sweet face and nice boobs. However, despite being quite attractive, she hadn't had a boyfriend for as long as I knew her.

Kelly seemed a little nervous about having Amber, a girl that we had played with,around but things soon got back to normal. Kelly and I talked about, maybe, having another threesome, with someone else, but Kelly wasn't really sure about things. Maybe we could meet some girl that wouldn't be in our circle to play with so the idea of going to the casinos upstate came up. Then, one night, we were watching Spartacus. There was a scene where the slave girl pleasured the woman, warming her up before the man took over.

"You know, we could do that with Amber," she said.

I looked at her in amazement.

"You mean, you would want Amber to go down on you?"

She shrugged flirtatiously.

"Well, would you?"

I tried to hide my eagerness to no avail, leading to her pouting a bit. I definitely need to work on my poker face. Kelly played cool to the idea after that but it must have hit a nerve because she brought it up again a few days later.

"We could take Amber up to the casino, share a room and then share her."

My cock jumped for joy as I heard this coming from Kelly's mouth but I played it straight.

"Are you sure? How far do you want to go?"

"I'm still not keen about you fucking her but it was hot when we were playing around!"

I smiled on the inside while nodding in agreement.

"You know I'm happy just with you but if you want to, I'm more than game."

Plans were set into motion and over the Martin Luther King, Jr. holiday, the three of us took a trip north. It was late when I checked into a room while Kelly and Amber wandered around the gift shop. Kelly and I had a plan to get a single, king sized bed for the three of us. We had told Amber we would have separate beds but when I came back I said the hotel was out of rooms and we were stuck with a single king. Kelly started putting on an act, as if tickedoff at having only one bed for all three of us.

"Now listen, Amber. Just because we're sharing a bed doesn't mean I'm sharing Kevin. Hands off, understand?" she said firmly.

Amber nodded, mutely. She looked like a kid being told they can't have dessert.

"That goes for you, too, mister. You leave her alone! Got it?"

"But you're still fair game, right?" I asked as I blatantly grabbed her ass.

That night, Kelly settled between Amber and me to make sure we wouldn't try anything. As soon as we were settled, I steamrolled both of them in an effort to show how mature I was. The night passed slowly and Kelly swatted my hands off of her several times.

Our plan was to try something the next night but I could barely sleep with these two right beside me and a raging hard-on. Kelly finally gave in and gave me a hand job that morphed into a blow job. I looked across the bed as she worked on me and, studying the profile of Amber, wondered if she was awake and trying to stay still. I came hard in Kelly's mouth and, finally, I was able to sleep.

The next day was fun, playing a few machines, going for a hike and the girls went to a spa. That night, we went to dinner and then dancing at a club. Amber had never been in a club. The music was loud, the lights were flashing and bodies were pressed together. I took turns grinding on Kelly and Amber and Kelly took turns grinding on Amber and me. I gave plenty of inappropriate squeezes on both girls.

Although we each only had one 'real' drink, I was plying the girls with 'mixed drinks', in fact, they were all virgin and a fact Kelly was aware of. Amber was not an experienced drinker and, incredibly, was acting kind of loopy and leaning on me by the time we went back to the room.

Kelly took charge when we got back to the room and put on some music. She started dancing with Amber then I joined in, sandwiching Amber between us and grinding my hardening cock against her bottom, as Kelly looked over at me, very disapprovingly.

"Is he grabbing you?" she asked Amber.

"Yeah."

"You like it, don't you," she asked with a lascivious purr.

Amber didn't answer,she just hung on to Kelly. I moved behind Kelly so that she was between us and turned her around to face me.

"Grind on her," I told Amber.

I started kissing Kelly as we both started squeezing Amber. I took one of Amber's hands and pulled it up to Kelly's breast. Then I reached out and started feeling Amber's boob. Kelly finally pushed me away and had me sit on the bed while she turned to Amber and continued to dance with her. They stood in front of me, their hands stroking each other, as Kelly leaned in and kissed her. After a few gentle kisses, I saw her lips part and they started to make out.

"Do you ever think about that night?" Kelly asked.

"Yeah," Amber said, quietly.

"You liked that, didn't you?"

"Yeah."

"You think about that big dick all of the time, don't you?"

Amber nodded and then looked right at me. Her eyes were smoldering and her pupils were dilated...she wanted me!

"Yes, I loved it and I want to do it again. Can we?

I did not expect to hear that from sweet little Amber. She wanted it also! Kelly steered Amber's face back to her.

"That's my dick. You can't have it. I may let you borrow it, but it's mine! Do you understand?"

"Yeah," Amber said meekly.

Kelly gave her another kiss and then pulled her down to her knees in front of me. My cock was so hard it was hurting as I opened my pants and pulled it out. Amber reached out for it but Kelly slapped her hand away.

"Mine! This is mine!" Kelly said, taking my dick in her hand and stroking it lightly.

"If you want to touch it, you need to ask for permission."

Kelly turned her attention back to me, or more specifically, my dick. Amber was also staring at it and practically drooling.

"Love this cock," Kelly said absently, "so big and hard. Ask me nicely and I might let you touch it."

"May I please touch it?" Amber asked.

"Yes, baby."

Amber reached out but Kelly blocked it.

"You have to ask Kevin, also, baby."

Amber blushed and then looked up at me.

"May I please touch your dick?"

Of course I agreed! She reached out and wrapped her little hand around me. I couldn't help but groan as she started to stroke me while her eyes were transfixed on her prize. Kelly moved behind Amber and started kissing her neck. Our eyes locked and I could see how turned on Kelly was as she started cupping Amber's tits from behind and Amber was panting with a sexual daze across her face. She wasn't even looking at me, only the cock in her hand.

"Do you remember how good it felt to have that dick in your mouth?" Kelly whispered in her ear.

"Yeah," Amber breathed.

"And how your mouth had to stretch to fit around it? How hot was that?"

"Yeah!"

"And do you remember how good it felt to feel him cum in your mouth?"

"Oh God, it was so hot and it turned me on so much!"

"Do you want to do that again?"

"Yes, please!"

"It's my dick. You have to ask nicely."

By this time she was jacking me off at warp speed.

"May I please suck his dick?"

"Yes, baby."

She leaned forward and then caught herself.

"May I suck your dick?"

I paused and looked at her.

"No," I said and her face fell. "Get undressed first."

She scrambled to her feet and Kelly took a seat beside me. We watched as Amber pulled her dress off and paused at her blue striped bra before deciding to take off her pantyhose first. There was a fair amount of comedic effect as she struggled to get them off...definitely not sexy. She took a breath and looked at me before reaching behindher back and unclasping her bra, one arm covering her breasts and standing before us in only blue panties, she looked at us apprehensively.

"Panties, too," I said.

She swallowed and then pulled thepanties off and covered herself with her hand.

"Arms down."

Her arms fell reluctantly as she fought the instinct to cover up. I drank in her naked body and then turned to kiss Kelly. Amber stood there, uncertain of what to do, as I enjoyed kissing my girl. When I was finished, I looked back to Amber.

"Now, what were you asking?"

"May I suck your dick?"

"Yes."

She practically lunged to her knees and took my cock into her mouth. She was moaning on me and fingering herself with one of her hands. Kelly and I watched for a few minutes before she slid to the floor to kneel beside Amber.

"Okay, slut, slow down. I know you're horny but this is for him, not you," Kelly ordered.

Kelly took hold of Amber's head and slowed her movements down.

"Look at him while you work so you can see how good of a job you're doing. Even if he's not looking at you, your eyes need to be on him. Understand?"

Fuck, this dominant streak was not a side of Kelly I had ever seen before. Amber nodded around my dick,her brown eyes wide and looking into mine. Kelly pulled Amber's hand up from her pussy and positioned her hands so that they were on my thighs then tweaked Amber's nipples before coming back to me.

"You like that?" she asked me with a smile.

"Kiss me," I said.

Our lips met again and I savored the feeling of our tongues intertwining while Amber sucked my dick. I cupped Kelly's beautiful face and thanked her while caressing Amber's hair. I looked back at Amber, who was dutifully sucking my dick with the most dazed expression of lust on her face. I turned to Kelly again as she gave me a wink and slid down beside Amber.

"Give me my dick back," she ordered.

I popped out of Amber's mouth and Kelly took over,her eyes on mine the whole time, then she put Amber back on. She whispered encouragements to her as she worked then, with a naughty wink at me, she started another scene. God, I love this girl.

"You like looking hot for Kevin, don't you?"

Amber glanced over to her in alarm.

"It's okay, I totally get it. He likes it, too. He rates your hotness every time he sees you."

Amber looked back at me,her eyes even wider. Point of order, I purposefully do not comment on other girls' attractiveness to Kelly but I played along and nodded.

"You know why he tells me how hot you are? Because it makes me jealous and he knows it will keep me on my game by keeping him totally satisfied. You remember that blue skirt you were wearing? Did you hear him fucking me that night? He really liked that skirt."

I remembered that skirt, it was her church skirt and I hadn't thought it was that special.

"You put on your makeup special for him,too, don't you?"

Amber glanced over to her, my dick still in her mouth, and nodded guiltily.

"Show Kevin how you put on makeup."

Amber paused before lifting off of me. She turned to Kelly, confused, and then started to get up.

"No, silly, stay here. Show him how you make yourself hot. Use his dick as a brush."

Amber swallowed, took my dick in her hand and brushed it against her cheek.

"Tell him what you're doing," Kelly said as Amber looked back at me.

"First, I put on foundation so my skin looks smooth and clear for you."

She started stroking her cheek with my cock, smearing saliva and precum on her face. Then she switched to the other side.

"And then?"

"Next, I put on a little eye shadow to make my eyes stand out."

Amber closed her eyes and rubbed my cockhead against her eyelids as if she were applying makeup.

"Then I put on mascara to make my eyelashes long and sexy."

She fluttered her eyelashes against my glans, causing me to gasp.

"Next, I put on lipstick."

She puckered and ran the tip of my dick all around her lips and looked up to me for approval.

"Well, you look beautiful," I lied as I affectionately stroked her hair. She hadn't taken her makeup off before her little demonstration, and now her face was destroyed, a mixture of smeared makeup, saliva and precum all over.

"Okay, next time we do that, you'll have to take your makeup off first. Come here," Kelly snickered.

Kelly took Amber to the bathroom and cleaned her up, giving me a few minutes to compose myself. I had expected her and Amber to fool around a little but Kelly was being dominant and Amber seemed totally into it. This night was turning out better than I had ever dared to imagine. I pulled my polo off and collapsed back onto the bed then waited a few minutes. Finally, I closed up my pants and went to check on them. In the bathroom was a dream come true...Amber was up against the wall,naked, and making out with Kelly, who was topless. Kelly noticed my arrival and winked at me as she played with Amber's nipples. Her eyes held mine as she broke the kiss and then kissed her way down Amber's neck to her nipples. Amber whimpered and looked at me and I dove in, kissing her and grabbing one boob while Kelly sucked on the other one.

"Take Kelly's skirt off," I said to Amber as I pulled Kelly up for a kiss.

Amber fell to her knees and took Kelly's skirt off, giving me a quick blowjob while she was down there.

"Bedroom!" I said.

I picked up Kelly, carried her back to the bed and threw her down. She was beautiful with her brown hair strewn around her face. I crawled over her and pulled her panties off as I started to kiss her. Despite my excitement, I forced myself to stop and look over to Amber,who was standing quietly by the bed, and crooked my finger to her.

"Take over," I growled.

Kelly gave a small laugh to me and accepted Amber into her arms. Amber straddled her, her hair forming a veil that blocked the sight of them kissing so I brushed it out of the way. After a few more failed attempts, she sat up and pulled her hair back into a pony tail with a hair band. I backed off of the bed and stood watching as the two naked girls made out then repositioned myself behind them, beholding the glorious scene of Amber's glistening pussy as she ineffectively tried to rub herself on Kelly.

"Here, get off of her," I said as I pushed Amber off.

She slid to the side, without breaking her kiss, as I gathered Kelly's legs and spread them wide, diving in to eat her pussy. Kelly loves oral and responded immediately but that was not part of my plan. After a few minutes of eating her out, I pulled away, this time keeping Kelly's legs spread wide and putting Amber between them. The effect was exactly what I was hoping for, both of their pussies fully exposed for me.

In an instant, Amber's instincts took over and she started grinding her cunt on Kelly's. I knelt and stared in awe, stroking Amber's ass, now with both girls moaning through their kisses. As beautiful as Sapphic love is, I couldn't resist joining in and soon had a finger sawing into each of their pussies. Finally, I pulled my finger out of Amber and savored her juices beforedoing the same with Kelly's. It was time to see how far Amber was willing to go for us so I crawled back beside them and pushed Amber away.

Kelly lunged for me and I met her with a kiss. With my hand on Amber's shoulder, I guided her down to Kelly's breasts. Kelly was in heaven, whimpering as we both stimulated her. Finally, I started pushing Amber lower, and, after a moment's hesitation, she complied. Kelly sensed it also and we broke our kiss, staring silently into each other's eyes in anticipation. I didn't even spare a glance to see what Amber was doing, only looked into the face of my amazing girlfriend.

Her hands held my head gently and she twitched, then again. Suddenly, she gasped and bucked and I knew Amber had started to go down on her. My hand settled on Amber's head, feeling her move as she ate her first pussy. Only minutes later, Kelly started to snort and tense and I knew she was coming. I pulled off of her and watched as her orgasm washed over her. Her body shook and her voice trembled out a moan as her face scrunched in a most alluring fashion. Amber stayed on her throughout, continuing to lick until Kelly pushed her away. She looked up at me with a contented giggle and I had to have her.

I quickly wriggled out of my pants, pushed Amber out of the way and slammed into Kelly's drenched pussy in one thrust. She wrapped her legs around me and urged me on. I was just getting started but she was totally warmed up and ready to go and soon started coming again on my dick. Amber slumped beside us, watching us fuck, all the while frigging herself. Kelly pushed me up so that I was on my knees before grabbing Amber's arm and pulling her over. I wrapped Kelly's legs in my arms and started to pound away while she and Amber wrestled with each other. In a fit of inspiration, I took Amber's arm and hooked it around Kelly's leg to hold heropen and, with my free hand, I reached out and grabbed handfuls of female flesh.

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