He Remembers Tracey Ch 10

My phone rang late one night. It was Tracey and she wanted me to come to her apartment. I was dressed for bed, wearing only a loose pair of jogging shorts. It was late at night, and she'd already seen me wearing less, so I just grabbed my keys, locked the apartment and went downstairs.

She opened the door wearing my favorite outfit. She had on a short, cropped t-shirt that just barely covered her breasts. She had taken it a step further and cut the sleeves off and cut out most of the neck so it revealed her cleavage. She was also wearing a simple white pair of cotton panties, but they were cut high on the side.

"I like your outfit," I told her while my eyes roamed from her head to her toes.

"You look mighty good yourself," she said with a smile, "come on in. I want you to meet somebody."

Oh shit. I wasn't dressed to meet anyone. On top of that, just seeing her dressed the way she was had my cock well on the way to hard.

"This is Pam," Tracey said, introducing me to a very nice looking blonde sitting on the sofa. "Pam's in my business law class. We were studying."

Pam was dressed in a long t-shirt. I couldn't tell if she had anything on underneath. It was obvious she was staying the night. She was stretched out on the sofa, her smooth tan legs covering most of the cushions.

"Hi," she said with a radiant smile. Her eyes twinkled as she checked me out. She was so obvious as her eyes scanned my body. She ended up focusing on my crotch for a second, then raised her eyes to mine and met my stare.

"A study sleepover?" I asked with a slight smile.

"Well, we were studying and we decided to take a break," Pam said, smiling over at Tracey.

Studying. If they had been studying anything it was the art of drinking frozen margaritas. The blender and all of the ingredients were on the little dinette table. A nearly empty bottle of tequila was on the table, telling me they had been on their break for a pretty good while.

I reached over and shook her hand. "Nice to meet you Pam."

Pam responded with the last words I thought I'd hear "You're right, he does have a great body," I heard her say to Tracey.

I could feel my face flushing red as I turned to Tracey. Recovering, I replied, "So you think I have a great body, huh? Is that the proper way to think about your upstairs neighbor?"

Tracey smiled at me while she took a sip of her margarita. She sauntered across the room to me and offered me a sip. I took a long drink, and smiled back at her. She looked up at me and said, "Ohhhh, she knows all about you." She reached down between us and softly gripped my stiffening cock. "She also knows about how you take good care of me." Well, there was no going back now. My dick was soon at full erection. The loose jogging shorts I was wearing had little chance of hiding it. Tracey squeezed my dick until it was pointing straight out from my body. I looked ridiculous, my cock making a huge tent in my shorts.

She turned my body until I was facing Pam. Tracey leaned into me and put her right arm around my back. "Here, hold my drink," she said as she handed me her margarita. Her left hand now free, she slid it underneath my waistband and took my cock in her hand.

"I also told Pam about how you take care of me with this. I'd like to show her if you don't mind."

Without waiting for my answer, she slowly slid my shorts down to my ankles. The waistband of my shorts had pulled my cock down as it went. I was so hard, that as the shorts slipped down, my cock bounced upward and hit me in the belly. Tracey went down to her knees and helped me step out of my shorts.

I was standing there in front of a woman I had just met and I was naked with a massive hard-on, holding a half-empty margarita in my hand. Tracey, still on her knees, looked up at my dick and said, "See Pam, isn't it just gorgeous?"

Pam agreed and said, "Yes it surely is." Her voice sounded a little huskier as she stared at my dick.

"Do you want to touch it?" Tracey asked her, as her own hands began softly caressing my dick. A small drop of pre-cum appeared at the head, and Tracey spread it all over the tip of my dick, causing it to jump in reaction, which led Tracey and Pam to both giggle.

"Ummm, hello?" I said. "Is it really fair that I'm standing here naked?"

Pam arose from the couch and said, "You know, Trace, he has a point. It really isn't fair." She reached down and grabbed the hem of her shirt and slowly pulled it up. The first thing I saw as the shirt rose above her thighs was that unlike Tracey, she wasn't wearing any panties. Her tuft of blonde pubic hair was trimmed to a small patch. The shirt continued to rise to reveal a very nice set of breasts. Her nipples were light pink and slightly erect. She pulled the shirt over her head and tossed it to the floor. She shook her hair out and walked up to me and gave me a little kiss on the lips.

I could not believe this was happening. Pam dropped to her knees and reached over to Tracey and helped her pull the shirt over her head. Tracey pulled her panties down to her knees, and then slid onto her side in order to raise her legs. Pam reached over and pulled the panties down Tracey's legs until she could slip her feet out.

I was ready to come right then, just from watching the two ladies undress.

Tracey took hold of my dick again and looked up at me with a smile, "You're enjoying this aren't you?" she said with a little laugh.

In response, I flexed the muscles controlling my dick, causing it to throb in her hand.

Tracey responded with a laugh from deep in her throat. She turned to Pam and asked her, "Do you want to suck his dick? He really likes it."

Pam laughed, "Oh he does? Well, I guess I could give it a try."

Pam's hands came up to softly grip and caress my dick. She ran her hands all over it, reaching down to lightly scratch my balls. Then she leaned her head forward and took it into her mouth. While she was doing this, Tracey was running her hands over my body and Pam's. I felt her lightly scratching and rubbing my ass while her other hand was moving across Pam's back.

Pam's mouth was like liquid heat. She worked my cock in and out, rubbing her lips and tongue up and down the shaft. I was mesmerized by the sight of it.

"He tastes good, doesn't he?" I heard Tracey say, "he's always clean and nice smelling."

Pam mumbled back a reply, unintelligible with my cock in her mouth, causing Tracey to laugh.

"Can he come in your mouth?" Tracey asked Pam, "He really likes to do that. But if you don't want it, just tell me when he's close and I'll take over." Hearing that, I nearly answered the question by doing just what she was asking her to let me do.

Pam slowly took my cock out of her mouth and looked up at me. "Do you want to come in my mouth?"

"Oh yeah," I responded, "I'd love that."

"Okay, but let me take a break for a second," she said as she pointed my cock in Tracey's direction.

Tracey didn't even hesitate. She buried my cock in her mouth. Tracey knows exactly how to treat me and in seconds I was moaning that I was about to come. Pam quickly took back over and slid my cock into her hot wet mouth. Tracey reached underneath Pam's face and began softly scratching my balls again. I reached down and grabbed some of Pam's hair in my hands and started coming hard. I was so turned on by the situation that I came in two quick full spurts that were too much for Pam. She had to pull away. My cock slipped from her mouth with a wet pop. Tracey reached up and grabbed my dick with her hands and milked the rest of my come onto her tits.

I could barely stand. I continued coming violently as Tracey kept using her hands on me.

After a minute, I slowly collapsed onto the floor with the ladies. My heart felt like it was going to beat right out of my chest. I looked over at Pam who smiled back at me. I looked at Tracey who also had a smile for me.

"You okay?" they both asked me at the same time, causing them both to giggle.

"Yeah, I'm fine. That was the most incredible thing I've ever done, " I said between taking deep breaths.

Tracey looked over at Pam and said, "Well, what do you think?"

Pam looked at Tracey and replied, "Yeah, I think it's going to work out just fine."

I sat up a little, leaning on my elbows, and asked, "What are you talking about?"

Tracey put her hand on my chest and pushed me back down to the floor. She leaned over and gave me a little kiss and said, "Pam's going to move into the apartment next to me. Her boyfriend goes to school with mine. I told her about our arrangement and she wants to be a part of it."

I looked over at Pam and she leaned over and kissed me.

"Well, welcome to the neighborhood."

"Thanks," she said.

Tracey and Pam both looked at my softening cock. Pam sighed deeply and bluntly said, "It's too bad he's not hard, I could use a good fuck right now."

"Well, watch this,"Tracey said. She leaned over and took my soft cock into her mouth again, breathing hot air on it and licking it with her tongue. In seconds I was so hard she had to back off and slide it out of her mouth.

She held my stiff organ erect with her hand, and looked over at Pam. "Is this what you wanted?"

Pam looked at my cock and said, "Wow! Does he always recover so fast?"

"Just put it in your mouth again and he's hard in a minute. Plus, since he just came, he'll last forever," Tracey said. "Come on over here and climb on."

Pam crawled over to me and squatted over my hips. I laid there in shock and awe as Tracey guided my dick into this woman. Pam moved close enough for Tracey to slide my dick in and out of Pam's pussy lips, moistening the tip until Pam finally said she was ready.

Pam slowly slid down onto me with a low moan. She moved up and down a few times until she was settled with me deep inside of her.

Tracey let Pam get her pace going, moving up and down, then back and forth in a circular pattern, and then she moved over to kiss me on the lips.

"Feel like licking my pussy?" she asked me in a low whisper.

How could I say no after what she had just introduced me to?

Tracey slid over onto me until she was squatting above my face, her pussy lips just above my mouth. She was facing Pam and I pushed my tongue inside her.

Soon, both women were moaning and moving their hips rapidly.

"I told you he was good,"Tracey moaned to Pam. Pam just nodded her head rapidly in agreement.

It didn't take much longer before Tracey came, pushing her pussy into my face and smashing my lips against my teeth. She shook and trembled for a minute and then moved off of me.

Pam was still working away, but I could tell she was beginning to get close. I don't know why I was continued to be surprised by the events of the night, but I was still not prepared to see Tracey reach her hand down to where my cock was sliding into Pam. She started rubbing Pam's clit as she worked my cock in and out.

Tracey laid her head down on my stomach and continued to rub Pam until she came really hard, slamming down onto my hips and grunting really loud.

She finally slid off of me and collapsed on the floor. Tracey replaced her, climbing up onto my hard cock and impaling herself on me.

She began a rapid up and down movement of her hips. "C'mon baby, come inside my pussy. Come in Tracey, I want to feel it," she whispered to me.

I started pumping upward into her. She moved her fingers, wet from Pam's pussy, into my mouth. I sucked them dry as she began pumping up and down on me harder.

A minute later, I shot my load of come into her. She stopped her movement on me and just sat still feeling the juice pumping inside of her.

She finally leaned down onto my chest, with my cock still inside of her. She softly whispered to me, "I've been sharing myself between two guys. Do you think you could share yourself between two girls?"

"Well, I'm probably going to need some practice to get it just right," I said with a tired but satisfied smile.