I’d already been in bed for a couple of hours when the sheets shuffled and the mattress moved a bit. I woke enough to scoot over and make some room when I felt her hair fall on my bare shoulder and her breath come close to my ear. She nuzzled into my neck as she moved into the bed behind me. Her soft, warm hand started on my shoulder and caressed a winding path along my arm, around my chest and across my stomach. There was no doubt she wanted to start something, and even less doubt that I would gladly oblige. As I rolled my body towards her I could feel that she’d entered the bed naked – very unusual as she typically enjoyed having me peel her clothes off during foreplay. I turned to kiss her and she opened her mouth for me as if we hadn’t kissed in years. Her tongue was hot and ferocious as she sucked a huge kiss right out of me. Marie stayed up with her longtime friend, drinking wine and making girl talk in our living room. I’d gone off to bed early – tired from working out in the yard most of the day and not terribly interested in their chatter. After I first settled in I could still hear them jabbering away about everything and nothing, but they hadn’t seen each other in a few months, so it was no surprise. I smiled as I drifted into a light sleep – glad that she’s got such a friend. Maybe it was the wine, but she hadn’t acted this lusty in a long time, and it was giving me the kind of hard-on that the Viagra folks only hope to achieve. I turned my body all the way towards her as she lifted her face up and away from mine and rubbed her gorgeous tits up to my mouth. I engulfed a stiff nipple and inspired a soft groan from her. Her fingers pressed into the back of my head and pushed my face onto her. My tongue and lips coated her skin with slickness and the soft pop of sucking and releasing her nipple was punctuated with more moans. My hand reached up to grasp the breast my mouth was ignoring. The flesh was so warm and her nipple so hard it felt as if it might be painful for her – but I knew she liked me to be rough with her tits. I grasp as much flesh as I could in one handful, pinching the nipple between my fingers as I sucked even harder. She pulled my hair trying to force my face onto her even more. Her name was Dayna, and they’d been friends since elementary school. She was there for Dayna when she went through her divorce, and Dayna was there for her while I was called to serve overseas. They were as close as friends get – unconditional in their support for one another, but remarkably candid always. It was a friendship to envy. The raging erection that was stuck in my twisted boxers needed to be released, and I tried to use my free hand to pull the waistband aside. Marie was having none of it, as she slid her leg over my stomach, moving her chest so that the dry boob could get some mouth action. I cupped both and began to kiss and suck noisily. The moisture on her made pinching and rubbing her all the more erotic – obviously she was enjoying herself as I could feel her sexual heat hovering just over my stomach. My cock flexed uncontrollably, I was aching to penetrate her and fuck her in a primal way. I didn’t quite realize how she was managing it at the time, but I could feel her fingers grasping my shorts and pulling them away. I was so glad to be naked, it just didn’t register. “Wanna do something crazy?” she asked me in a low, husky voice. “Yes,” I said while rolling her nipple over with my tongue “please.” As I felt my cock being engulfed by fingers, it was clear there was no way these could be her hands . . . and there was only one other female in the house! There was no light in the room at all, so I could not see exactly what was going on, but I could sense that Marie’s hands were on the bed up near my face and that Dayna had both of her hands on my cock. Friends, indeed! Dayna was divorced a few years ago, and was raising two daughters on her own. She’d had her share of dates, including a couple of fellas that she had been semi-serious with. I’d overheard bits and pieces of their conversation indicating that she was in a serious drought when it came to men and thought nothing of it. I guess while I was dozing they’d hatched a plan to help her out. The sensation of Dayna’s hands rubbing up and down my cock while a slippery pair of breasts were being fed to me was out of this world. I must have made an involuntary noise of some sort because the ladies both giggled. I reached up and rubbed Marie’s ass, my mind spinning at the thought of this actually happening. When Dayna slowed her strokes and rubbed little circles around the head of my dick with her thumbs I arched my hips up a bit, pressing my stomach right into the wet pussy lips straddled over me. Obviously this was all OK – Marie was breathing heavy, her slit was dripping wet and I was being held in place. No complaints here. Soon Dayna’s tits were sliding up my thighs as she positioned her mouth over the tip of my twitching cock. I felt her hot breath on me before her lips landed around the head, making me growl into the breast flesh I was still sucking. How in the hell was I going to fuck the both of them? The tongue across the bottom of my shaft was dripping wet – and Dayna was making the same kind of slurping noises I was making as her mouth engulfed me. She tilted her head forward and bobbed up and down – running the head of my dick across the roof of her mouth as she moved. I felt Dayna shuffle her hand, rolling it up across my belly, her knuckles down. Dayna was rubbing her fingers into Marie’s moist slit - her best friend - right on top of me! The grinding that began made it almost impossible to keep a grasp on the wet tits I had in my mouth, so I leaned back and cupped them in my hands. Marie leaned back as well, reaching behind her to grip Dayna’s wrist as Dayna pushed her fingers across those slick pussy lips. Marie’s eyes were rolled back in her head and her thighs began to tremble in rhythm to Dayna’s massage. “Ooohhh godddd, Oooooooohhhh GODDDDDD, yeah yeah goddamn,” Marie moaned as the first wave of an orgasm began to climb. She gripped my ribs with her knees and pushed her hips back onto Dayna’s hand while I pinched and twisted her nipples harder and harder. Dayna’s mouth was off my cock while she watched the pussy she manipulated begin to convulse. “Oh god, god, godddddd, I’m gonna cum!” I couldn’t see what she was doing, but it felt like she was finger-fucking Marie’s pussy - fast and hard. I could feel Dayna’s hand bounce off of my body with each thrust and Marie laid on top of me, pressing her chest onto mine, lifting her pussy into the air while squeezing her feet, thighs, knees and arms around me as she came hard. Fucking sexy as hell. Dayna slowed her hand and let it slide away and back onto my cock. Now her hand was wet with Marie’s cum and it only took a half dozen strokes, along with her mouth sucking the tip, for me to be ready to pop. Marie could sense I was getting close and she turned to look back as Dayna moved her mouth and hand in one slimy, sexy motion over my pulsing rod. “Fuck, fuck, fuck yeah – oh fuck yeah,” I grunted “I’m cumming!” My announcement caused Dayna to slide her mouth as far onto my dick as she could, cupping my balls as they tightened up. A couple more deep grunts and I launched several wads of jizz into her throat. I closed my eyes so hard as I came that I saw stars. Some of my cum slid back down out of her mouth and onto her hand and lips, as well as my cock and belly. Dayna gathered some into her fingers and kept stroking me while she licked and sucked up the loose puddles of sperm. She put her mouth around me again as I began to soften and sucked lightly again, coaxing all of it from me. I was still breathing deeply and trying to shake the stars out of my vision when Marie slid off of me and said, “Our guest is doing all the work – we’re not being very good hosts.” She leaned over to Dayna, and the two of them started kissing. Long, slow, deep kissing. Their hands were laying across each other’s hips and shoulders as their mouths seem to melt together. I got the feeling this wasn’t the first time they’d ever kissed one another. I raised myself up on one elbow and scooted aside as they laid down and continued their exquisite mouth dance. What a wonderful front-row seat I had – inches away as two gorgeous women lost themselves in intimate passion. Marie was on the other side of, but kind of on top as Dayna lay on her back, and I got my first real look at Dayna’s naked body. Her chest was wonderfully plump and round – spectacular natural breasts topped with very small, fairly dark nipples – the contrast to Marie’s larger, paler nipples and medium sized tits was very erotic. Seeing them one on top of the other was fantastic. I could not be just a spectator any longer and I moved my hand across Marie’s back, along her side and onto Dayna’s boob – letting my palm drift over her skin lightly. My fingers pressed along the outlines of her roundness and ended up with fingertips rubbing Dayna’s nipple slowly. I rolled towards the two of them – they were still lost in a fog of intense kissing - and slid my hand down along Dayna’s side, her hip, the top of her thigh. She raised her knee up and towards me, parting her legs and exposing her snatch to my hand. I let my fingers continue to wander over her thigh, her belly, lightly brushing her completely bald kitty. I rubbed my palm along her inner thigh, down to her ass and grabbed her cheek firmly. As I released her ass, I kept my thumb in contact with her skin – sliding it onto her pussy lips as my fingers brushed her thigh. My thumb began to circle, moving her plump outer lips with it. I parted her and let just the tip slide along the open slit from top to bottom, then back up again. Her moisture was so warm and thick I began to imagine what it would feel like on my tongue. I moved my fingers onto her instead of my thumb and she shifted her hips to make her pussy even more wide open to my touch. My erection was returning quickly as I massaged her whole pussy. I brought my hand up to my mouth and licked my fingers, she opened her eyes long enough to watch me soak them in saliva and move them back towards her. As soon as my hand touched her I pointed 3 fingers and slid them into her slowly but firmly. What wonderful tightness! She gasped for a moment – causing the kissing to pause – and I moved my body so I could see my hand on her and my fingers inside of her. After pumping into her a few times, I slip my fingers out and rubbed the slickness all over her pussy – getting even more horny as it dripped down towards her ass. I moved my shoulder under her knee and rolled until my face was directly in front of her shiny sex. Lifting my other hand to my mouth, I licked those fingers as well while continuing to rub and press into her. With both hands wet, I slid both index fingers into her and back out again – spreading her apart as I pulled. After several strokes with just two fingers I added two more, spreading her even wider. She lifted her other knee up and out as she placed the soles of her feet on my shoulders. I thrust my four fingers into her again and again, pulling her open wide each time I exited that supple hole. Her ass cheeks, slightly lifted off the bed, began to clench a little with each movement. “Suck it, please, suck my pussy, please” she said forcefully, in between kisses and thrusts. There was no way I could resist her demand. I held her wide, I opened my mouth and tried to engulf as much of her electric pussy into my mouth as I could. “Aaaahhhyyy!” she yelped as my lips pressed onto her fiery skin. Marie broke away long enough to say, “make her cum hard – make her cum hard, baby.” As if I wasn’t motivated enough, hearing that sent a lightning bolt across my loins. I released Dayna’s pussy lips and slid my hands down below her ass cheeks – lifting her to my mouth, I ate her cunt like a starving man. My tongue thrust into her hot hole and flicked across her clit as I pulled it out. My lips pinched her lips together and I sucked them into my mouth. I coated her entire pussy from top to bottom lavishly, using my tongue like a huge paint brush. My hands, gripping her great ass, were still wonderfully slippery and I could feel that one of my thumbs was only a half-inch from her puckering ass. I let it slide to the entrance and pressed on her butthole like one might ring a doorbell. The tip slid in pretty quickly, and Dayna was making all kinds of wonderful noises which I could only hear as muffled cries - her thighs covering my ears. I poked my thumb in and out of her ass and resumed a steady, quickening rhythm of tonguing her pussy. Her orgasm arrived loudly and energetically. Her butt gripped my thumb in rapid pulses for a few moments and Dayna slapped her own thigh as her pussy convulsed into my eager mouth. “OOHHH fuck my pussy, I need you in me now, fuck me, fuck me, fuck me.” I looked at Marie as if to ask permission and she said, “I know you want to.” We looked at each other for another moment, Dayna still bubbling beneath us in ecstacy and Marie said, “Go ahead,” kissing me deeply while tasting the luscious juices of her friend. I was up on my knees with my cock tip at the entrance of Dayna’s hot little slit quickly. I grabbed both of her ankles, lifted her feet up and out, and shoved my meat into her until there was no daylight between us. I rocked onto her for a few moments, trying to shove myself even more deeply into her. Then I turned into a fuck animal. Letting go of her legs and letting them fall to my sides I put my hands on either side of her hips and pumped myself into her as hard and fast as I could. I was pounding her pussy with a loud slapping sound when Marie climbed onto Dayna, facing me. She wiggled her ass towards Dayna’s face, muffling the loud “Ahhyye!” Dayna was yelling with each thrust. I could see it on Marie’s face when her pussy fell onto Dayna’s mouth, and Marie kissed me again. After only a couple of moments, Marie said, “Tastes so good, I want some.” She swung her leg off of Dayna and put her hand on my chest – stopping me and lightly shoving me away from the fucking I was doing. Despite her earlier permission, it was clear to me now that she didn’t want me putting my cock in someone else’s snatch. Marie moved her body in between Dayna’s legs and began to lick that freshly fucked pussy. I stood at the end of the bed, temporarily stunned – just me and my raging, soaking wet hard-on, bobbing uncontrollably. Marie snapped me out of it. “What the hell are you waiting for,” she looked back and asked, while gyrating her bare ass in the air. Sometimes I need help with my focus. I knelt on the floor in front of the most gorgeous pussy in the world and worshipped it. I worshipped it with my mouth and my hands – pressing my nose onto Marie’s cute, tight asshole while I lapped at her slit feverishly. There’s a certain way she likes me to rub her pussy while I use my tongue - two fingers on either side, rubbing up and down her lips while the tongue presses hard against the bottom of her slit, occasionally slipping in and out of her. This method is guaranteed to make her cum – and I wanted to do anything I could to make sure the friend-fucking I had just been doing wouldn’t be held against me. Marie’s orgasm was so intense that she jerked forward, with her cheeks clenched together incredibly hard while her body jerked and twisted. She groaned deeply into Dayna’s pussy, the vibrations of which set Dayna off on an orgasm of her own. “AAAAAaaaaayyyyy, oooooohhhhhhhh!” Dayna shrieked, her head tilted so far back it looked like it might come right off of her neck. All of this was too much for me, and I was not done fucking yet. So as Marie’s ass was still seizing in fits in front of me, I gathered some spit on my hand, slathered it in between her cheeks and scooted on top of her sweaty body. No matter how tightly clenched she was, there was no way my veined rod was not going to penetrate her pussy. I propped myself over her and fucked her so hard it seemed to move the whole room. Dayna’s tits bounced and swayed. Marie’s ass cheeks jiggled as my hips slapped against them over and over. Marie tried to raise her hips to meet my thrusts, but I was putting my whole weight behind each one – wanting to fuck so hard, and cum so hard, that I might make myself pass out. Dayna slid herself out from under Marie’s face and laid to one side. Marie was too busy trying to keep her breath to be licking any pussy anyway. I could feel the cum broiling up in me. I could feel myself grunting a primal grunt – almost a non-human sound. My scrotum jumped and squeezed the splooge into Marie’s pussy. I continued to pump into her as I came, enjoying the even wetter sounds of the cum slipping out of her, across her ass, in between her legs. Eventually I stopped thrusting and rolled off, aware of more stars and the huge headache that I get when I hold my breath during orgasm – luckily it goes away as soon as I get a few deep breaths back in me. Dayna scooted up to Marie on the far side, rubbing the small of her back. I lay on the other side, on my back, watching Marie’s face as it relaxed. We fell asleep together like that. When I woke up, the ladies were already up – talking and eating breakfast in the kitchen. When I walked in, they each greeted me normally, as if nothing at all was different. I ate my plate of waffles anxiously, waiting for the fallout that never came – not a word, not even a stolen wink or nod – nothing to acknowledge the carnal play we’d all experienced. Nothing except my memory.