Best Neighbor Ever! Ch. 03

I chuckled and said softly, "I wouldn't be surprised!"

After a long night filled with recollections of our lovemaking, the next morning turned out to be a bummer. When I looked out in the yard I saw no sign of Kelly, but I immediately spotted Kirk's car, still in the drive. That was very odd, and I worried that something was wrong. Just before noon I noticed that she was outside, sitting in a lawn chair in the shade, near her back door. A few moments later, the phone rang and it was her.

"Hi Ron, didn't wake you did I?" she giggled.

"No," I replied, "but you did keep me up half the night thinking about yesterday."

"Good, glad I'm not the only one! That was really special, honey. Well you know the bad news, he's home. But the good news is, he's leaving this afternoon for an overnight trip to some meeting in New York. Do you remember I mentioned my friend, Cleo?"

"Sure, Kelly, the one that just got divorced."

"Right. Well when I found out last night that he wasn't going to be here, I called her. She's going to come over for dinner tonight, and I told her we could watch a couple of movies afterwards. And I'd love to have you join us."

"Of course, hon, you know I'd love to."

"Great, come on over around five, He'll be gone by then. I have some chicken breasts, so I'm going to stuff them with something and make a white sauce. Hope that sounds good to you. Dress casually, I told Cleo that, too. And by the way, I already told Cleo I might ask my new neighbor to join us," she giggled. "I didn't tell her anything else though. But I should warn you, I guess she had a pretty rough time before the divorce, and she's in "man-hater" mode right now. So I doubt much will happen, but at least we can enjoy a nice meal, and spend some time together."

"I'm sure it will be fine, Kelly, and I'd love to meet your friend."

"Good. And besides, she will go home eventually. And you can spend the night together if you want," she giggled. "I'm sure we can find something to do. Oops. I hear him yelling for me in the house, I'll see you later."

Well! My day had suddenly gotten much brighter! I headed out for a while, running a few errands and picking up a light sparkling rose' that I thought might go good with the chicken. When I got home I chilled the wine, showered and shaved, and impatiently waited for 5 O'clock.

A few minutes before 5, I saw a car pull into Kelly's driveway, and a tall slim woman with jet black hair down to the middle of her back and a darkish complexion bespeaking a Mediterranean heritage got out. Somehow that was not how I had pictured Cleo, but she was very striking. I waited about 15 minutes, letting them say hello, and then headed across the yard with my bottle of wine. I went to the front door and knocked, not wanting to appear too "familiar", since Cleo didn't know that Kelly and I were a bit more than "friends".

Kelly opened the door and with a big smile, said, "Come on in Ron, glad you could make it!"

"Perfect!" she exclaimed when I handed her the wine.

We turned into the living room and Cleo was sitting on the couch. "Cleo, this is my new neighbor, Ron. Ron, this is Cleo, an old school friend of mine that I've kept in touch with. Dinner's almost done, let me go find some glasses and open this wine. It will go perfectly with my chicken!" She trotted off to the kitchen, leaving Cleo and I smiling at each other. Without being too obvious I tried to look Cleo over a bit. She was very attractive, though very slim with a model's figure. She appeared to have very modest breasts, even though she wore only a T-shirt and shorts, as did Kelly and I. One thing did strike me as odd. Where I might have expected to see little bumps suggesting nipples, I saw little swellings about the size of a half dollar. I could not imagine what that was.

"Glad to meet you Ron, Kelly says you have been a big help since she moved in here. Lord knows she can use the help with that slug of a husband she's got. Oops, I talk too much! But I assume you have found that out by now."

I just smiled and said, "I'm glad I can help her out; with my hours I'm usually around when no one else is. And I'm glad to meet you too Cleo, you were one of only two or three people Kelly mentioned she wanted to get in touch with now that she's back in the area."

She seemed to blush a little as she replied, "Kelly and I were pretty wild in high school, but I guess we have both mellowed a bit since then." Little did she know. "Lately, I feel like my life has gone down hill." she added.

"I'm sorry to hear that, Cleo, but I bet Kelly can help lift your spirits."

At that point Kelly came back and rescued us, saying, "Come on you two, everything's ready!"

I found out something new about Kelly; she's a great cook! The dinner was delicious and we all had seconds, finishing it off. We also had second glasses of the wine, polishing off the bottle. As Kelly was putting the dishes in the sink she said, "Ron, I'm afraid I need your help again. I told Cleo we could watch a couple of movies, but I realized this afternoon that my DVD player never got hooked up. All I see is a bunch of wires, any chance you can do something with it?"

"Sure," I said, "but if you want, I have a quicker solution. I have a 52" LCD TV with a DVD player hooked up, and we can just go over to my house if you'd like. I can stop over any time and set yours up for you later, Kelly."

"Perfect!" gleamed Kelly. "Is that all right with you Cleo?"

"Sounds great to me if Ron doesn't mind," she replied.

Kelly put her first movie in the player and they settled in on my couch. I went and found a bottle of burgundy and offered it to them, quickly accepted by both. When I brought in the three glasses I found Cleo at one end of the couch, Kelly in the middle, so I settled next to her. The first movie turned out to be an R-rated chick flick, with lots of suggestive lines, heavy making out and a lot of sex you "almost" saw. I didn't care much for the plot but I liked the sexy parts, and I liked feeling Kelly lean over against me even more. Before long I felt her fingers running up and down the outside of my thigh, and when I glanced at her I got a big smile. On my third glass of wine, I felt a little blush, and I was sure they must have too.

About half way through the movie, during one of the rather steamy scenes, I heard a soft moan, and looked over at Cleo. She had pulled her legs up on the couch, and had her arms wrapped around herself, sort of making a little ball. The expression on her face was almost pained, and she was biting her lower lip. It looked like she was breathing deeply, and I realized that man-hater or not, she was feeling the emotion and eroticism of the moment. Kelly reached over and touched her shoulder and got a little smile in return, so she didn't mind too much.

At that point, Kelly moved over next to her and put her arm around Cleo's shoulders, pulling her gently to her with a little hug. In turn, I moved next to Kelly and let my arm slide behind her back, resting my hand on her far shoulder. When she felt that, she pressed back against it with a little moan of satisfaction. Cleo looked over, but didn't say anything. Kelly's hand had moved to the top of my thigh, and her fingers were trailing along inside of it. Of course, my cock had begun to respond, and she made sure those fingers brushed against my hard-on. I was brushing my fingers lightly up and down the side of Kelly's neck, sometimes brushing her ear, and she bent her head, giving my hand a little squeeze.

I had less interest in the movie now, and more in Kelly and Cleo. I noticed Cleo glanced over from time to time now, and obviously knew something was going on. Finally she shifted her position on the couch and leaned against Kelly's shoulder, and Kelly pulled her arm tight around her. By the time the movie ended, my cock was rock hard, I was sure Kelly was soaking wet, and Cleo had given up and just let the little moans slip through her lips, one after another. We all straightened up a bit and Kelly went to put in the next movie. I asked if they would like more wine, and to my surprise, they both accepted. When we settled back down again, we made no pretense of decorum, and all of us were pressed together at one end of the couch.

When the second movie started, I realized this one was out and out XXX porn! Cleo looked at Kelly with a look of shock on her face, but still said nothing. The first scene was two women, meeting in a gym locker room and making out, quickly getting naked and then engaging in hot lesbian sex! "Oh god," Cleo gasped out and clutched herself even tighter, but she didn't protest. Kelly stroked her hair a few times, then leaned over and kissed her on the cheek. When Cleo turned to give her a questioning look, Kelly kissed her lightly on the lips and pulled her tightly against her. Cleo moaned but didn't pull her lips away, and very quickly their kiss deepened. Cleo put an arm around Kelly and pulled herself against her, both of them breathing heavily.

I put a hand on Kelly's bare thigh and ran my fingers up and down inside it, and when I pressed against her shorts I found they were soaking wet, as I knew they would be. She moaned, spread her legs a little and slid down on the couch a bit. In turn, Kelly put a hand on Cleo's leg and began stroking it lightly. Cleo moaned loudly and uncurled her legs, stretching and giving Kelly better access to her thighs. Kelly stroked the inside of Cleo's thigh, then allowed her hand to slide up to her shorts, pressing lightly against her pussy. Cleo gasped out, "Oh goddddddd," then pulled her lips away and said, "Oh Kelly, we shouldn't .... ," but Kelly's lips cut her off and the two of them crushed against each other, Cleo obviously having given in to her feelings.

About that time, the lesbian scene ended, but Kelly and Cleo continued to make out on the couch. The next scene was two guys and the same two girls, and of course, they very quickly got naked too. Naturally, that appealed to me even more, but I quickly realized I hadn't seen any new porn in a while. The guys had absolutely massive cocks, almost unreal looking, and I let "sheessshhh" slip out through my lips. Kelly and Cleo finally looked up at the scene, and Kelly asked, "What's the matter Ron?"

"Well, ummm ...," I replied somewhat sheepishly, "those guys make me feel a little um ... inadequate. My cock is nowhere near that size, and I always figured I was at least "normal"."

Both of them giggled, mostly with surprise, but then Kelly said, "Ron, that's silly, you have a wonderful cock! If you were that size I'd never be able to do anything with you!"

There was a moment of stunned silence as Kelly realized what she'd said, and then Cleo gasped out, "You mean you two have ..., I mean, you ... my god Kelly, really?"

Kelly and I just looked at her, but before Kelly could think of something to say, Cleo said, "Ron, you don't know what feeling inadequate means!"

She pulled her legs up on the couch again, and clung to Kelly, looking as if she was about to cry. "Oh honey, what do you mean?" Kelly said.

"That's one of the main reasons I got a divorce," Cleo gasped out. "From the time we got married, my husband said I was ugly, too skinny and boney. He tried to get me to have breast enlargements; for a while he nagged constantly, before he finally gave up. And he even said my nipples were ugly, deformed! I always liked myself before, but he made me think I was some kind of a freak! I know I'm not that bad, but I must be pretty homely if anyone would act like that."

The tears came. She was sobbing, streams running down her cheeks. Kelly wrapped her arms around her and rocked back and forth, cradling her and running her hands over her. "Oh baby, that's so ridiculous! Most of the women in the world would die to have a body like yours! You were one of the hottest babes in high school, and no one knows that any better than me. We fought over guys all the time!"

But Cleo replied, "I don't know, Kelly, maybe he's right. I am pretty flat chested, and my nipples are ... well ... different from most other women's.

"Honey, I can't imagine what you're talking about," Kelly said. "Would you mind ... letting me look?"

Cleo replied weakly, "If ... If you want to."

Cleo closed her eyes, and her hands balled up into little fists as Kelly sat up, her body between me and Cleo, and gently pulled up the hem of her T-shirt. I fought hard and resisted the urge to peek. Kelly didn't say anything for a moment, inspecting carefully.

"Oh my god baby, you're BEAUTIFUL! Just like I knew you would be. There is nothing strange about you at all. Anyone that suggests otherwise has got to be sick! My god, I'm almost jealous!"

Thank you, Kelly, you're such a good friend," Cleo replied. "But you're a woman. That doesn't mean a man would feel the same way."

After a moment of silence, except for the moaning coming from the forgotten movie, Kelly said, "Baby, would you mind if Ron looked at you? He's a man, and one with very good taste, in my opinion. And you already know about us. I know he will be both honest and kind with you."

"I don't care," Cleo said with a sob, tears starting down her face again. She put both arms across her eyes and leaned back, awaiting her fate.

Kelly got up gently, and I slid over near Cleo. Kelly grasped the Tee and pulled it up again. I looked. I stared. Cleo had small breasts, but perfectly normal ones, nicely rounded and cone shaped, standing out a couple of inches from her chest. As Kelly had said, they really were beautiful, giving her a very young look.

But I hardly looked at them. My breath caught in my throat as I gasped. "OH MY GOD!" I softly exclaimed.

Cleo almost howled, "Oh NO!"

Cleo, you have ... PUFFY NIPPLES!"

"I know," she said weakly. "I'm sorry ... he said they looked like chewed bubblegum." The tears started again.

They were, indeed, about the size of 50 cent pieces, slightly cone shaped. In the center nestled a tiny bud of a nipple tip. All my life, since I knew from magazines there were such things, I had nurtured a fetish for "puffies", but never in my life had I been face to face with a pair. I thought they were one of the most gorgeous things I had ever seen! I doubt even Kelly realized what I was feeling. My hands were shaking as I said, "Would you mind if I touched them?"

"If you want."

I put out a single finger, and very lightly ran it over her breast to the edge of her nipple and circled around it. Again and again. Cleo was shaking too, but I realized that in spite of herself, her nipple was hardening slowly, in a very unique way. The bud in the center crinkled up and started to swell, standing out from the puffy aureole. But at the same time, the whole nipple shrank in diameter, but formed a cone, standing boldly out from her breast and supporting the small swollen tip. I grasped the tip very gently in my finger tips and squeezed and pulled lightly, and the whole nipple responded by becoming even more pointed.

Cleo still had her eyes tightly closed, but she had lowered her arms, and her breath was coming in deep gasps.

Without asking I bent my head to her and lightly slipped my lips over that wonderful nipple. She moaned deeply and relaxed at last, her head going back on the cushions. My lips tightened and sucked her deeper, my wet tongue pressing and circling around and around. Her legs straightened and spread, and she was slowly rocking her hips, perhaps without knowing it. Kelly bent down and kissed her on the lips tenderly. "You see baby?" she said. "There's your answer, better than any words could possibly say."

Cleo finally opened her eyes and put her arms around Kelly, pulling her closer and pressing her lips hard. They both moaned as their tongues played with each other. I moved one hand between Cleo's legs over her shorts and pressed, feeling the sopping wet denim. She moved one hand down and put it over mine, but not to pull me away. She pressed down, forcing my hand to grind against her pussy.

Kelly said, "Come with us, honey."

"I don't think I can," Cleo whispered, in between gasps.

"Ron, can you carry her?" "Put your arms around my neck, baby," I said softly as I slipped both hands under her and lifted her easily. She was so slim that even though tall, she was very light.

As I carried her to the bedroom, Kelly walked with us, brushing her hands over Cleo's hair and shoulders, whispering encouragement. I laid her gently on the bed, and Kelly gently pulled the T-shirt over her head, then worked the shorts down over her slim hips. She was left with only a pair of beautiful, black, sopping wet panties.

I stripped down to my briefs as Kelly told Cleo over and over how beautiful she was, all the while stripping off her own Tee and shorts. I climbed onto the bed and immediately found the nipple I had been sucking on with my fingertips. My mouth soon brought the other one to equal hardness, a unique matched set. Kelly had climbed on the other side of her, and the two were kissing deeply again. Cleo was moaning loudly and her hands were fondling Kelly's breasts.

I slid my free hand down over her panties and gently stroked, feeling her hips respond with a gentle rocking motion. She was so wet I lifted my fingers and raised my head long enough to suck on them, tasting her juices. When I slid my hand back down it went under the band of the panties, and my fingers lightly slid over her wet and swollen lips. She groaned and her head went back, her lips parting from Kelly's. Her hips lifted from the bed, and her pussy pumped in mid-air.

Kelly moved to the foot of the bed and slipped the panties off of Cleo, as well as her own. Then she pulled my briefs off. She climbed up between Cleo's legs and gave her pussy a kiss. She reached over and found my raging hard cock, stroking it as she kissed and licked up and down Cleo's glistening lips. The three of us were moaning, almost in unison. I could hear the wet sounds as Kelly's lips and tongue ravaged Cleo's pussy, and she was bucking on the bed, her back arching at the same time, trying to force more of her breast into my mouth.

Kelly replaced her mouth with a finger in Cleo's pussy and slid her lips down over my cock. That was enough to make me forget even those wonderful nipples, and I rolled onto my back, giving Kelly full access. Kelly was fucking Cleo with one hand as her lips slid up and down my shaft, making me shudder with every stroke. Freed of my weight, Cleo sat up on her elbows and watched Kelly. She was moaning, body moving in time with Kelly's finger, but she gasped at the same time I did when Kelly slipped my cock into her throat and pressed her lips against my body.

"My god, I didn't think anybody could do that except porn stars," she gasped out.

I laughed, and said, "I'll bet Kelly could be a porn star if she wanted."

Suddenly, Kelly's teeth bit down hard on the base of my cock, and as I sat up, gasping "AHHHhhhhh", she freed me and lifted her head long enough to say, "This cock is plenty for me, thank you." Without missing a beat her head rammed down over me again and she started stroking and sucking as if nothing had ever happened. I surrendered and threw my head back on the bed, gasping and rolling my hips in time with her strokes.

Kelly slipped another finger into Cleo and started ramming them in faster and harder, and with my eyes closed I reached over and found one of her nipples again. My fingers squeezed, pulled and twisted, exploring, making sure I didn't hurt her. But the more I did and harder I squeezed, the more she seemed to like it. I found that because of their shape, I could pull and twist them even more than normal. Cleo was moaning and writhing on the bed, and when she started giving little cries, rising in pitch, we both knew she was there. Kelly fucked her hard with her hand, and I pushed up and slipped my lips over a beautiful nipple again, sucking hard, then catching it in my teeth and pulling.