My wife Caroline had decided to let her friend Tracy play with me (Caroline Pt 02).
We had all fallen asleep naked in our bed.
I slowly woke up with a hot breath around my cock. A hand pushed lightly on my hip rolling me onto my back. The hand then moved to grasp the base of my cock and I felt a warm wet mouth slide over the head.
Groaning, I looked down to see who it was, but in the dimness of the room I only saw a dark haired head. Could have been either one of them. She was slowly working my cock her hot wet mouth bringing my cock to life.
The other one rolled next to me, her tits pushing against my arm.
"You guys owe me from last night. Tracy is getting you ready for me." my wife said quietly.
Caroline then sat up on her knees, looking down at Tracy sucking my cock. A light sigh escaped from her lips. After a minute, she swung her leg over me and was straddling my head. She slowly lowered her pussy to my mouth. I could see her hands grab her tits and squeeze them as she rubbed against my face.
Tracy was slowly sucking my cock, stroking it, making it hard for Caroline.
My tongue flicked over Caroline's already wet pussy lips. She groaned and pushed down on my tongue.
As she rode my face, Tracy moved away from my cock and straddled me behind Caroline. I could see her hands reach around Caroline, both of them squeezing her tits and could feel the heat and moisture of her pussy pressing against my stomach.
I was moving between licking her pussy and applying pressure to her growing clit. She was moaning softly. Tracy's hand slid down her body to move over Caroline's pussy. Caroline pulled up off of my mouth to give her room to slide fingers between my tongue and Caroline's pussy. My tongue could feel her fingers as two slid easily into Caroline's pussy.
"OHHHHH, Yes right there. AHHH, damn I can't wait."
"Cum for us then, cum on his face and my fingers," Tracy said as a third finger slid into her pussy and she flicked her clit.
Caroline was humping Tracy's hand, banging into my face. I could feel Tracy sliding down my body a bit, her heat just below my belly button.
I could hear my wifes labored breath, "Yes, damn yes, harder," she moaned.
Tracy continued the assault on her pussy. Caroline was tipping over the edge, I could feel her juices leaking off Tracy's hands onto my lips, my tongue trying to gather it up.
Caroline went stiff, her knees squeezing my head as the orgasm slammed into her. I could feel her start to shake, her breath ragged, almost gasping. Her pussy was clenching at Tracy's fingers, squeezing them, milking them.
Tracy slid further down my body, still reaching around my wife. I felt her pussy touch my rigid, aching cock. Caroline pulled Tracy's hand away and relaxed her grip on my head, her breath starting to return to normal. My tongue flicked up to her still vibrating clit.
"NO, enough," she said, pushing my head away and moving back away from my face. This pushed Tracy back a bit, the tip of my cock entering her.
"OH AH," she said.
I could see Caroline's face, she had a quizzical look. She turned to look over her shoulder.
"Is his cock in you again?," she said laughing.
Tracy slid down on my cock taking it all the way in her, "It is now," she said.
My wife slid off of me and turned to look at my cock embedded in Tracy, "That is very sexy. I want to watch you ride him."
Tracy placed her hands on my chest and began to slowly ride my cock. My wife moved around behind her so she could see my cock glide in and out of her. I could feel her hot breath on my cock as she moved in to lick the exposed part and my balls.
I moaned as she licked me. Tracy leaned forward lying on me to give her more access to us. Her tongue flicked over my cock and edges of Tracy's pussy. It was an amazing feeling, buried in my wifes BFF and her licking both of us.
