Best Neighbor Ever! Ch. 03

That did it, and with a scream she sat bolt upright on the bed, pushing me aside and grabbing Kelly's hand with both of hers. She pulled Kelly's fingers even deeper into her as she bucked and rocked against them. Her hips bucked hard for almost a minute, and then she slowly collapsed onto the bed, moaning softly, not moving. Kelly slipped her fingers slowly out of her, then lifted her head from my cock. She looked up at me and, with a grin, said, "My turn!"

I moved off the bed and she took my place. As I slid up between her legs she spread them wide, and I grasped my cock, sliding it into her sopping entrance. As I pushed, she lifted her hips and succeeded in taking me all the way in with one stroke. We both gasped, but wasted no time, rocking together as I fucked her with hard long strokes. In no time at all she was moaning and crying, begging me to go faster, and I obliged. Cleo had recovered sufficiently to kneel on the bed, watching us, and she had a big smile on her face, pulling and tugging at her dark red hardened nipples. Realizing we had an audience, I had even more incentive, and started pounding Kelly even harder, showing no mercy as she bucked and rocked under me. With a series of little screeches she came hard, and I felt her cum welling up around my cock. I reached forward and pinched her nipples as the tremors of her orgasm raged through her, prolonging her pleasure just a bit.

As she lay gasping I was ready to flip her over and do it all over again from behind, but Cleo said, "Oh my god, you guys made that look so great! I never enjoyed sex as much as you seemed to!"

At that Kelly opened her eyes and came back to life, smiling up at her. "Honey, would you like to try?"

"Oh damn, you mean it? I don't know if I ... "Cleo was totally flustered, this being the last thing she had expected.

"Lie down, baby," Kelly said. "Ronny, I know you would love the challenge," she giggled.

Cleo did as told and lay in the middle of the bed, legs slightly spread and arms above her head. Kelly crawled over and locked her lips on Cleo, while I moved to the bottom of the bed and crawled up between her legs. I knew it was time for the full treatment, so I gently grasped Cleo's ankles and put them on my shoulders. I ran my hands up and down the outside of her thighs as I started kissing and licking the inside, starting at her knees and working down, alternating from one side to the other. When I looked up, Kelly and Cleo were locked together, lips grinding, both moaning softly. Kelly had one of those amazing nipples in the fingers of one hand. I think she was almost as fascinated with them as I was.

Cleo's hips were already rolling before I touched her pussy, but I heard a smothered gasp when I finally gave it a kiss. I ran my fingertips lightly up and down the creases of her legs as I lightly kissed and licked up and down the outside of her swollen lips. I took my time, sucking her lips into my mouth and running my tongue over them, nipping lightly, then kissing and tonguing again. When my tongue slipped between her lips I found her slit overflowing with wetness, and my tongue teased and played as I lapped it up. Cleo gave us the most lovely moan of pure pleasure.

When my mouth finally slid down between her legs and I slid my tongue into her cunt she gave a sudden little scream, and her hips started rocking and lifting violently. I drank her creamy juices and fucked her slowly, my tongue swirling deep inside her. She was constantly making little cries, and I realized Kelly now was comforting her, holding her still, the pleasure so intense she was almost out of control. "Easy honey, go with it, just enjoy it, it will get even better!" I heard Kelly softly whisper.

"Ohhhhhhh, goddddddd, ohhhhhh, ohhhhhh, ohhhhhh," I heard Cleo chanting as her body writhed.

I buried my face in her and found her clit, sucking and tonguing, teasing her, and she immediately started little high pitched screams. When Kelly reached and squeezed both her nipples she went off like a rocket, her hips thrusting so hard she pushed me away, and her body arched so violently she tore her nipples from Kelly's fingers. Even after the screaming stopped she lay there gasping, sobbing, trying to catch her breath. "Ohmygod, ohmygod, ohmygod, what did you do to me?" She bawled. "I NEVER felt anything like that! EVER!"

"Easy baby, easy, easy," Kelly tried to sooth her. My god, I remember what a hot number you were in high school. Haven't you ever had sex like that before? Ron hasn't even fucked you yet!"

Cleo was really crying now. "Oh Kelly, I did a lot of teasing and making out back then, and I remember it seemed wonderful at the time. But my husband was the only one I ever actually had sex with. I already told you what he said about my breasts. And I wanted to suck his cock, but he said that was dirty, and he wanted no part of it. And once I got up the nerve to ask him to kiss my pussy, and he wouldn't even talk to me for a week. I think I must have missed everything good in my life. But now I'm scared Kelly. If you can do that to me with just your hands and mouths, my god, what's it like to really be fucked?" the tears started again.

I felt terrible for her, even after the incredible pleasure she had just experienced. I moved up next to her and we held her between us, kissing, touching and stroking her lightly. That calmed her, and after a few minutes she turned her head to Kelly and they kissed. She had a smile when they separated, and turned her head to me. My lips found hers and we enjoyed a long and tender kiss. After we stopped for a moment for a breath I kissed her again, this time sliding my tongue into her mouth and grinding my lips hard against hers. I let my hand roam over her body and found one of her breasts again. As we kissed, I kneaded and teased, and I could feel her passion rising again as I felt her lips pressing harder and harder against mine.

When we parted again she said in a very soft voice. "I want to try."

"What do you mean, baby?" Kelly asked. "I want to have real sex, like you do, I need to know if it's as good as it looks. I want you to fuck me, Ron. But will you promise to stop if I don't like it or I really can't take it?"

"Of course,' we said in unison. Kelly added, "I'm right here baby, you know I would never let anything hurt you."

"But," I chuckled, "there is one thing you will have to learn if you want it now."

"What?" she said, almost fearfully.

"You will have to suck my cock, to get me really hard again." I was not limp, but after the long time out, at half staff, at best.

"Oh no," she said, "I told you, I've never done it! I don't know how!"

Kelly and I both laughed at that. She said, "Don't worry, It's very easy, and I'll be right here to help you If you need it. It's really not that different from eating a Popsicle, except its much warmer and nicer. And I'll bet you will not only be good at it, I bet you will like it, a lot!"

"Ok," she said, and got up on her knees and crawled down next to my hip. It was obvious she had wanted to be convinced, and she grasped my cock with a smile on her face.

She looked at me and I smiled at her as she ran her hand up and down my shaft. I quickly hardened to the point that a little drop of pre-cum glistened on the tip. She looked at it and tentatively licked with the tip with her tongue. When she licked again, she felt my cock jump in her hand. She was doing fine.

She shut her eyes and opened wide as she slid her lips over my cock head, and when she closed her lips around me she had captured it. I felt her tongue slide over it, exploring at first, then harder and faster. I know she could feel me hardening in her hand and swelling in her mouth. She kept her lips tight and slid down my shaft another inch or two. After tonguing and sucking for a minute or two she began moving slowly up and down. This girl had natural talent! As she started bobbing faster, she slid down farther, little by little, as her saliva lubricated me and made my shaft slippery.

When I heard a sudden little gulp, I realized she had reached her throat and started to gag. But by then she was taking most of me into her mouth, and she didn't even slow down. She started making little sounds with each stroke, "mm, mm, mm, mm" which felt great. When she looked rather shyly up at me she saw a smile, and she could hear me breathing hard, so she knew she was on the right track. Pretty soon I was shuddering, and I said to her, "That's great Cleo, you have me plenty hard, and you can stop any time you want."

She slid her mouth off of me for just a moment, and looked up at me seriously, "Can I do it just a little bit longer?"

"Of course, honey, but If I tell you to stop you have to do it right then."

I heard Kelly giggle, "I told you so!"

Before long she had to stop, partly because she was really good at it, and partly because of the excitement of the whole situation. "That's enough, honey," I said as I pulled gently up on her hair. "That was wonderful!"

As she sat back on her knees I sat up and reached for her. I pulled her to me and kissed her long and hard grinding our lips and bodies together. I whispered, "You made me feel great Cleo, and now it's my turn to make you feel great too. Even though I knew she had been married and was not a virgin, I felt like I was about to take her as one. I pushed her back down on the bed and pushed her legs apart, lifting them so they bent at the knee. Kneeling between her raised legs I held my cock, which she had gotten rock hard, and slid the head lightly over her pussy. She wiggled with pleasure a little as she felt the touch, but she was looking at me, and there was a trace of worry or fear on her face. I positioned myself at the entrance to her cunt, and as I gently slipped inside, I gave her a silent kiss with my lips. She jumped a bit, but her hips lifted in response, and she closed her eyes as I pushed, hands in little balls at her sides.

My god she was tight! She was sopping wet, but I had to push hard to move into her at all, and with each inch I heard a little moan. It had to have been a very long time. I took all the time we needed, and soon I felt her opening, adjusting to me, and she was beginning to relax. Her hips were rocking very gently, and at last she opened her eyes. "You feel good," she said.

We had a long way to go and I began rocking gently, sliding in and out with just enough pressure that I went a bit deeper with every stroke. I had to be careful, or I would have lost control myself. It seemed like forever, but at last my body pressed against hers and I was buried in her. For a moment we were still, staring at each other. Then I started slowly stroking in and out, thrusting gently and enjoying her incredible tightness. Her hips were moving in time with mine now, and she was making soft little moans with every stroke. I finally noticed Kelly, sitting at the head of the bed. She had her hands clasped, and she looked like she was holding her breath. When she saw me looking she smiled and tossed me a little kiss.

Soon I could tell Cleo was enjoying herself, her hips keeping time with mine and even urging me to go a little faster. I grasped her hips and started fucking her harder, my body slapping against hers, and her moans turned to little sharp cries. She grasped her nipples and started pulling, her eyes opening suddenly, as though she had discovered something new. Her head went back and she started squirming on the bed. She was still tight, and felt wonderful on my cock, now rock hard and throbbing inside her. I was starting to gasp for breath, and as I began ramming myself into her faster I felt a sheen of sweat forming on my forehead. She was pumping her hips, meeting my thrusts and taking me deeper with every stroke.

She began a little chant of "yes, yes, yes, yes" and she closed her eyes and pressed her head back. I realized that now it was simply from exertion; she was trying her best to fuck me harder and faster, even as I tried to do the same. I felt incredible excitement at realizing she was totally into it, and it made it even harder to keep control. When I picked up the pace once more, knowing it would push me over the edge before long, she suddenly started loud little high-pitched screams. I slowed for a moment, afraid I had hurt her, but she yelled out, "Don't stop, don't stop, don't stop, oh godddd, fuck meeee fuck meeeeee fuck meeeeeee eeeeeeee eeeeee!"

Needing no further encouragement I started pounding her, her body and the bed shaking with every thrust. As I rammed myself inside her one final time she let out a piercing scream and her body lifted from the bed, writhing in mid-air. I waited as long as I dared and pulled out of her, my cum spurting in streams over her tummy and even splattering her breasts. I just knelt and stared at her cum-covered body, and she lay still, chest heaving as she gasped for breath. When her eyes finally opened she smiled and said, "Thank you, I'll have to start taking my pills." And she giggled.

She dipped a finger in a little pool of cum and tentatively tasted it. Then she did it again. And again. "You could have cum in my mouth," she said, almost sorrowfully.

Kelly and I both laughed and I whispered to her, "Next time."

Kelly crawled down to her and kissed her hard. Cleo wrapped her arms around Kelly and pulled her down to her. They both ignored the cum spreading across them as they squirmed and laughed in each others arms.

When we had all recovered and calmed down, we lay together on the bed for a while, side by side by side, not moving. Finally, Kelly broke the silence, "I guess no one wants to watch the movie."

For a moment there was stunned silence. Then we all began shrieking with laughter! We all had tears running down our cheeks. I was thinking that we could have been the movie! Once we calmed down again Kelly said to Cleo, "I hope you'll spend the night with us honey. I'm planning to stay here, and I know Ron won't mind if you do. I think you know by now we'll have a good time."

"Wow," Cleo said, "you mean it? This is a hell of a chicken dinner!" She giggled. "You know I want to Kelly, somehow I feel like my life just changed. Way for the better!" She hugged Kelly, then leaned over and gave me a little kiss. "Thank you both so much!"

We indulged in a group hug, which, with three naked bodies, felt pretty damn good. But we really were all worn out from a combination of excitement, exertion, four glasses of wine apiece, and just the hour, which was now near midnight. Kelly and I, at least, knew we would all be seeing each other again, way before daylight. We pulled the pillows together and the covers up. We were all snuggled together, and that was the last I remembered.

Kelly and I woke together at about 3 AM, but oddly, we had to waken Cleo. I guess the strain of the evening had taken a toll on her. I kissed her gently, and she startled awake, not used to being touched in her sleep, even in a very pleasant way. "Come on honey, we're going to take a shower, we want you with us." As Kelly said that, I was running my warm hand slowly over her body, and when she realized what was happening, she groaned with pleasure.

"Coming," she said. But as she did, I felt her reach down and playfully tug my cock. She was learning fast!

I shivered a bit as I took the lead and went in to start the shower. But they followed me quickly, and soon the three of us were standing with our arms around each other in the warm water. I bent my head and gave Kelly a long affectionate kiss. Then I turned to Cleo and realized she was so tall I hardly had to bend at all. I was pleased to realize that she didn't want to break off our kiss, she had been enjoying it so much.

I looked down, and there they were, those wonderful nipples I'd dreamed about, pressed against my chest. She caught me looking and pulled back a little, proudly displaying them for me now that she realized my reaction to them. With the water running and our bodies pressing they were already thoroughly hard and pointed in their own special way. Kelly giggled, seeing how I was practically drooling.

I felt a pull on my cock again and sure enough, it was Cleo's hand, wrapped around me. She looked away shyly but didn't let go, slowly pulling and stretching, then stroking as it got harder in her hand. With a big grin, I turned to Kelly and said, "Look." I nodded my head indicating she should look down, and when she saw she broke into a big grin. She leaned over and gave Cleo a wet kiss on her wet cheek.

"I think someone is enjoying her new-found talents," she giggled. "Go ahead, Cleo, get him nice and hard. We can use that in a little while."

She didn't need any more encouragement, and began cranking away, doing a great job of stroking and squeezing. "Can I suck it?" she said.

Kelly chimed in and said, "Yes, of course, but not without me!"

They both dropped to their knees and Kelly watched as Cleo took me into her mouth. She was much more confident now, and quickly sucked me in, stroking fast with her lips tight around me. It was a little too good, and I finally put my hands on her head, and said, "Easy baby, you do it like that for long and there won't be any left for later."

I held her still for a moment, and fucked her mouth very slowly, watching as my cock slipped through her lips. When I had a little better control I guided her head back and forth, showing her the right speed. When I let go she smiled up at me and continued the same tempo. Damn, she was a fast learner! It felt wonderful!

Kelly reached over and grasped my shaft, pulling it gently from Cleo, then smiling up at me as she stroked it a few times. Then she slipped it into her mouth as Cleo watched and sucked on my head for a while her tongue swirling and teasing as I groaned. She slid her lips slowly down my shaft, holding me deep for a moment, then slowly sliding me out again. She held it and studied it for a moment, as though she were a kid looking at her lollipop.

Then she slid me in slowly once more, this time not stopping till she had all of me, my head buried in her throat. She held still for a moment, both of us savoring the feeling of the tight fit. Then she bobbed quickly in and out a few times before she had to slide me out again for a breath of air. Cleo said softly, "Can I try?"

Kelly giggled and handed me to Cleo. She said softly, "You have to open wide and just keep going honey, and ignore it if you can, when you gag. But don't worry, it takes practice. And you need to relax your throat."

Cleo closed her eyes, opened her mouth and slid me in. She took me easily to the entrance to her throat, but when she tried to force it in further it was very tight, and she quickly gagged, coughing and choking as she slid me back out. She made a face and took a deep breath, eyes closed, trying to relax. The next time, she managed to get me a little way into her throat, and she had obviously relaxed a little, but again she gagged and had to pull back. "Once more," she gasped, and tried to relax again. She took a deep breath and slipped her lips over me again. This time, when I felt a little hesitation as my head reached her throat, I gave a gentle push, and to the amazement of both of us, I slid in much deeper. I could feel her throat contracting around me, but I held her head for a moment, and before she slipped back again the spasms lessened. She was still coughing and choking, but she said, "You're right, it takes practice, but I think I'll be able to do it eventually!"

Kelly took over again, and swallowed me once more. "I think he's ready, and we don't want to wear him out!" she giggled. They both stood and we kissed once more before a quick wash-down.

It took a minute for Cleo to dry her long hair, but in no mood to wait, Kelly and I started without her. I no sooner lay down on the bed than Kelly straddled me, pressing her pussy against my cock and sliding up and down against it. As she moved, my cock got wetter and wetter, and soon she reached down and grasped me. She lifted up and moved forward a bit, sliding my head back and forth over her pussy until my tip slipped into her. She stared at me and I stared at my cock as it disappeared inside her.