Crown Victoria

She turned to us and unbuttoned her blouse, one button at a time. Her big breasts, overflowing the top of her bra, came into view. Steve stripped off his tee shirt, eyes glued to her. Her blouse slipped to the chair behind her and she stood smiling at me.

"Well?"

I took a deep breath, and stalled. Maryanne moved in front of me and began unbuttoning my blouse. "You should be doing this, Steve." She said breathily. I suddenly realized that beneath her confidence, she was feeling a little nervous, too. She knelt and unbuttoned my skintight jeans, knowing only another girl could manage to strip them off. Steve's hands trembled slightly as he unbuttoned the third button of my blouse. As I stood there, the blush returned, big time, to my face. All these years later, I am blushing as I write this. And, to tell the truth, my panties are almost as moist now, writing this, as they were then.

I was hoping my knees wouldn't buckle as I felt Steve's fingers touch the bare, white skin of my breast above a lacy white bra. He paused to plant a kiss in the cleavage between my breasts and I shivered a little in anticipation. His fingers continued down the buttons and he moved his head slightly from side to side bumping my breasts on either side.

"Mmmmm, nice perfume, Carly. MMmmmm." I could almost feel the vibration of his deep masculine voice tinged with trembling excitement. Watching a man's excitement at looking at your body is so thrilling it is a wonder any of us can resist them. I could feel his hands tremble slightly as he felt along the satin cups of my bra. Maryanne had just begun unzipping the fly and tugging them over my hips.

"Oh, what pretty panties. Are you sure you didn't plan this all along? You little tramp!" Maryanne's kidding lightened the tension just enough to make it nicer. We giggled more as she stripped my jeans down past the little dark patch where my red hair was obvious through the translucent fabric at the "Y" of my legs. I felt her hand softly touch the cheek of my ass as she helped me out of one leg of my jeans at a time. I put my hand on her head to steady myself.

"Yes, but I am keeping them on." I murmured. This was to be the last bastion to let me keep my virginity intact. This thin little pair of panties, pristine white in the candlelight, trimmed with lace at the hips and teasing the eye with the pale tender skin peaking through . I was secretly glad that I had, by some stroke of luck, put on fresh matching underwear tonight. It allowed me to have just a little bit of self-confidence under this strange circumstance.

Steve stood behind me, looking at Maryanne, his arms loosely around me. "God, I love all the freckles on your shoulders. They look so nice with your skin and the color of your hair." His lips trailed along my shoulder making me tilt my head toward him as he neared my neck. "Mind if I lick them off?" His hand touched my mound through the thin panties, his finger touching the top of my slit.

"Hmmm, sometimes, I wish that would work. You should see them when I get a little sun!"

Maryanne loosed her skirt and stood before us, hands reaching behind her back to unsnap her black bra. She was a big girl, as I mentioned, and so wore substantial bras, always pretty, but certainly the Maidenform type rather than the frothy ones I usually bought at Victoria's Secret. The cups of her bra now hung from her breasts, as if hating to leave the warmth of her body. She shrugged her shoulders to let the straps slide down her arms and finally the cups slipped from her swaying breasts. She dropped it on the floor at her feet and slipped her skirt in a pool around her long beautiful legs. At the top of her thighs, the strong dark curls formed a triangular patch protecting the jutting mound of her pussy. The pantyhose tented across her hips, touching this round, high point, making it glisten in the light.

The two of us knelt before Steve and began taking off his pants. Maryanne stroked his cock in a long, slow smoothing motion, as it lay straight up under his pants. She brought my hand up to enjoy the feeling and I heard Steve's breath become ragged above us as he watched our movements. I held my hand along the length of it. It seemed to be an inch or longer than my hand.

"You're going to like this! She murmured quietly as she unzipped him allowing the bulge of his cock spring out under taut white briefs.

I pulled the pants down his hairy legs and watched as Maryanne slipped her hand into his briefs and fished Steve's big cock out into the light. She was soooo right. It was large and he was not circumcised. I watched, trembling, as she smoothed the foreskin back from the mean looking purple head of the biggest cock I had yet seen. His pre-cum glistened invitingly in the candlelight and Maryanne's bright lipstick looked dull but intense in the dim light as she touched it. Steve's prick jumped at her first touch and seemed to swell even more as her hands lifted his balls out of his shorts as well. They were suitably large to match his member and the hair on them was dark, like his head, only curlier. It was easily the sexiest thing I could remember in my young life.

His cock jutted out at us, pointing upward at about a 45 degree angle, full and hard. It was veined underneath with a throbbing protuberance than ran the length of its slightly curving shape.

Maryanne slipped her lips over the head, looking up at Steve and then at me. Inviting me with her eyes, she pulled her lips back half off the glistening head and I timidly brought my lips closer and then finally joined hers in the ultimate three-way kiss of our lives.

Steve's hand caressed the back of my head, holding me closely in position. Slowly gathering confidence, I wet his cock with my lips, making a tiny sucking motion with the cock head and my friend's lipstick-flavored lips. The slightly sour, or sweet-sour taste of Steve's dick combined with her lipstick found the back of my tongue as wine sometimes does. The delightfully exciting sensation lingered there, full of rich flavor.

Steve brought us to our feet together and I felt him reach behind me and struggle for the clasp of my bra.

"Front," I whispered.

His fingers fondled my breasts as he worked at the clasp between them. It sprang loose, and my breasts jutted out between the hanging cups. Steve grasped them immediately, as if he were afraid they would fall off. It was a wonderful feeling, first the freedom as the bra released them, then his hands; circling, squeezing, loving, lifting, fondling.

Maryanne pushed him back on the bed and cupped my right breast, feeding it to his lips. As Steve suckled my nipple, she brought her own large, firm left breast close, brushing against his cheek for attention.

Steve didn't know where to look. But he swung to her nipple, nibbling it with his teeth as she moved slowly in little circles making him tug at her slightly. Maryanne's arm was around my waist and I'm sure we were both squeezing our legs together in pleasure as Steve's wet lips alternated between our breasts. I was aware of the silkiness of her pantyhose against my thigh and hips and of my hand around her waist, one finger looped intimately into the waistband.

We closed around Steve so that his lips spent time on all four nipples and in between time, our breasts brushed his cheeks as he craned his neck, vainly trying to get more of us. His cock was standing straight up and I could see the eye in the very tip of it as I looked down between my breasts and along my stomach, past the white panties. His hand was fondling my panty-clad cheek as he nursed.

I was weak-kneed now and needed to sit down. Steve climbed backwards into the middle of the bed with its slightly rumpled, flowered sheet. He lay with legs crossed at the ankle and that alarming cock still jutting from his briefs. We pulled his socks down his legs and crawled up beside him, letting him circle both of us with his arms. I laid my head on his strong-feeling shoulder and hardly moved as his hand found my bare breast. His hand began a soothing and exciting circular fondling motion. Steve's hairy leg against mine was firm and athletic. Maryanne was on her side, looking at the two of us as her nylon clad foot rubbed sensuously along his calf. She placed her leg between his as she began kissing his shoulder and moving up his neck to find his lips again.

I turned and watched them kiss, leaning on my elbow and snuggled my leg close against him, feeling the pleasure. My leg, almost without me thinking about it, soon crept up and I felt Steve open his legs to make room for both Maryanne and me. I felt the sensuous pleasure of her warm leg. Pantyhose are always so sexy when you feel the warmth of the leg and the hint of moisture from the skin. Her stockings were a good brand, like Hanes, and fit tight and silky.

As they lay kissing, I got up and straddled the two lovers and began slowly sliding Maryanne's pantyhose off her long legs. Maryanne moved her bottom to help me and I rolled the top down over her ample hips. The dark thatch of her pussy mound was just in view and I paused to watch them as their bodies probed and thrust against each other.

Steve's hand moved from Maryanne's breast to mine and I leaned forward to let him fondle it and lift its weight, shrugging my shoulders slowly so he would take the other as I preened with pleasure. I continued my task and tugged the nylons from her toes and watched as, still with her tongue in deep contact with his mouth, she rolled against him. Naked now, Maryanne was thrusting that pretty thatch of curls against his thigh. His hand tightened on my breast as she humped against him, moaning with pleasure and desire.

Breaking away, Maryanne tugged me close. As I straddled his other leg, the two of us humped against him with a writhing sensuality I hadn't felt before; nor ever again since that moment. Our three-way kissing continued and I felt Maryanne start to take my panties down. I moved a little and she brought the lacy garment half way down over my bottom before I came to my senses and shook my head. She stopped, and her hand felt like a caress as she tugged them back into place over my hips.

Maryanne giggled against our lips as she patted me on the bottom, panties in place. She had less trouble with the delightfully hairy lover cradled between our two bodies. Steve's cock flailed around like the whip antenna of the Crown Victoria as she stripped his briefs off and down his legs. She took them off one leg and left the briefs around one thigh, like a garter. Very sexy, actually.

We were half laying on Steve now. Maryanne's breast was against mine and both of our nipples mashed against Steve's hairy chest. We were all writhing together in pleasure, hands fondling, exploring, grasping, squeezing, pinching little love pinches. Maryanne's hand was firmly wrapped around Steve's balls and mine was happily circling his big cock.

Steve kept cautioning us, not wanting to cum yet.

Maryanne's hand pressed against my hip and I thought for a moment she wanted a little privacy with Steve. But no, she held me fast and just rolled me back on my back. She untangled her leg from Steve and urged him to roll between my legs. Steve's hairy thigh slipped between mine and I felt his jutting cock against my hip. I pressed it against my side and enjoyed the intense warmth coming from it.

My heart, once again leapt into my throat. Could I really do this with someone else in the room, even a friend like Maryanne? I came back to my decision not to lose my virginity tonight and just lay passively letting Steve nibble my breasts. He moved on to plant a string of kisses over first one breast, then the other. Up under my chin and around to my ear, his soft lips wended their way. His breath almost weakened my resolve beyond any control as it warmed the inner channel of my ear.

My panties were absolutely sopping wet. I could feel them warm and clammy between my open thighs. Steve knew it too, as I felt his hand cup my pussy and then wriggle for a nice warm hold on my mound. I felt his long finger settle along my slit over my wet panties and moved against him to bring his touch to my clitoris. Soon his finger slipped under the elastic and I felt his skin touch the tender and sensitive inner lips of my pussy. I was trembling now and he soothed me slowly.

Maryanne's hand covered his for a moment and then slipped along my body until it held my right breast and her thumb could roll my nipple. I felt her push Steve rolling him on top of me. I opened my legs, content that my panties were still protecting me, and let Steve settle his bulk between my alabaster thighs.

His cock was between us now, his balls on my mound and the length of his dick lying hot and hard against the softness of my stomach. Slowly he moved from one side to the other as his balls and cock teased that sensitive area between my mound and the top of my thigh. And then he slipped over the satin of my panties across the soft tuft of red hair and the beginning of my slit and down into the other valley. I heard his breathing, short with excitement, as he fondled me with the underside of his cock..

Slipping lower, more of his weight went to his own knees, and I pulled my feet up so that my hips were angled up for him. I felt a huge rush as his prick nestled in the dampness off my panties. Slowly he moved against me. Slowly I moved against him, feeling that hot long shaft toying with my clitoris.

"Oh, sweetheart, this feels ..... wonderful." I heard him whisper in my ear. "Wonderful." He repeated.

His hands were in my hair, pulling my head to his kiss. I loved the way he kissed me and cradled my head in his hands. Our tongues played as I wondered at how his hands felt caressing my hair. His lips found my ears, and ruffled my short brown hair as he kissed me. His cock continued to nuzzle the engorged lips of my pussy through my panties. I could feel the heat of him all along the length of the deep split between my legs. As his lips pressed against mine and his tongue slipped into my mouth to toy with mine, I felt Maryanne snuggle closer and begin kissing my ear.

I nearly came right then; It was so delicious having both their bodies fondling me. I loved their wet lips touching my skin.

Suddenly, I could feel Steve thrusting a little more firmly, his cock now sliding easily up and down my slit in the satin smoothness of my panties. I felt that joyful feeling of power you get when a man has been brought completely in your control by the soft pleasure of your body.

I could feel his excitement soaring as his body tensed; my hands held him close, gripping his muscular arms. I held him as I would a child, close to me, nurturing him as that huge cock throbbed and rubbed and attacked my pussy lips.

And then he became calmer just as his thrusting peaked and I felt the warm creamy outflow of his sperm make a wide wet spot between our pressed stomachs. He thrust more and again I felt the warm spreading cream of his cock soak my formerly pristine panties as two more smaller spurts fell closer and closer to the end of his dick.

I patted his back as he slumped against me, fully spent. I felt his cock slowly slacken, but not go soft completely. His head was over my shoulder as if he would never ever have the strength to rise again. I felt a warm glow suffuse my cheeks as I basked in the pleasure and excitement he had found in my soft body.

Maryanne and I rubbed his back as if he were a stallion that we owned and that had just had a good race.

"Oh, that was so ......... so.... Good!" he exclaimed one last time and then rolled off me and lay between us again. "Sorry about that .... Uh, mess, .... I just couldn't stop, Carly." He kissed my cheek again and relaxed between our bodies.

It didn't take long for us to revive him. In a few minutes, Maryanne began fondling his prick again and I joined her, feeling the stickiness, now almost dry. I felt him slowly coming back to life, his dick recovering its firmness, if not its full hardness. I nibbled his nipples while Maryanne swallowed his dick entirely before my admiring eyes.

Maryanne opened the drawer and found a condom which she quickly opened, and fixing me with her big green eyes, said:

"Will you ...., Carly?"

I took the thin little ring and rubbed it between my fingers, glancing up at Steve. He seemed to thrust his cock even further toward me. He puts his arms behind his head and smiled a nod at me.

While Maryanne knelt beside him and let him fondle her heavy, dangling breasts, they watched me together as I laid the rubber on top of the head of his cock.

"Pull my foreskin back first, Carly," he whispered, hoarsely.

My fingers circled his shaft once again and I watched in fascination, as I withdrew the heavy skin back to expose his glistening, arrogant cock head. It was bright red now and I wondered if that was because of the way he had rubbed it against my panties or if it was just natural.

Looking at them, I slipped my lips over the head and moistened the shaft, as much of it as I could get into my mouth. I loved the taste of it, the hard feel of it against my tongue. Withdrawing with a smile, I noted that Steve had closed his eyes tightly at the touch of my lips.

I put the ring of rubber on the tip of his cock, covering the eye, and began unrolling it by pressing down with all my fingers and thumb as my left hand held that long prick firmly. It seemed to unroll all at once as it snapped over the head and into the deep groove behind the head. Then holding his cock by the bulbous head, I circled the condom with forefinger and thumb and rolled it down until there was practically no roll left. I gave it a couple more rolling movements but there was not quite enough to bring it all the way to the root of his cock. I kissed the rubber-encased smoothness and gave him one last squeeze with a smile at the two lovers.

I offered to leave, but Maryanne pulled me closer and, as I sat on my knees I felt Steve's hand under my crotch. Maryanne straddled him, her prominent mound forming a backdrop of dark hair behind the head of his cock. It now looked ghostlike and cramped behind the tight, translucent condom. It lay against her mound, reaching just to the top of the triangle, as her hand fondled it and rubbed it across the hairy mound.

I don't know what made me do it, but I suddenly reached forward and grasped the beast and slipped it backward against her and then down between the thick lips of her pussy. I could just see them part through the soft hair. I was fascinated at how Steve's big member firmly split Maryanne and how it seemed to flex a little as it nestled where I was thrusting it. Maryann's hand found my nipple again as she watched it disappearing under her thatch.

"Ohhh, ohhhh, ... yes ...mmmmm" I heard her say softly as I slipped him along the wet seam between her legs. I moved the hot shaft slowly, parting her wet lips, fondling Maryanne a little as I went, and let his big knob of a cock head soothe my dear friend's waiting pussy.

I could tell when it had found the warm home it was seeking. They both sighed at the same moment and I felt Maryann slump downward onto him. I could hear the moist plop as the big head slipped just inside her tight ring of her pussy. I sat back and watched in fascinated pleasure as Maryanne, her hand on my shoulder, slowly lowered herself. I watched as she seemed to swallow it whole between her legs. A tense smile of pleasure spread over her face as more and more of the shaft invaded the warm wet tunnel of her vagina.

I could only imagine what it felt like, but it was a beautiful sight. I watched as she settled on him, moved her hips to adjust to the insistent thrust of his dick as it straightened out her vagina, brushing along the thick wet walls of her. Their hairy patches were one for a moment and then she began to move up and down. I watched the glistening of her pussy juices on the long shaft as it re-appeared like magic from between her lips. Then I could see her lips sort of tuck in slightly as she slipped back down the thick brown shaft.