Teacher's Pet

Judy and Sharon get closer and my lessons get more intense.

It took me a couple of weeks to arrange for the time to be able to get together with Judy and Sharon. Juggling family and the girlfriend was a little difficult but was able to find a way to get away from them for the weekend.

I had been talking to Judy almost everyday. She shared what she and Sharon had been discussing about us all getting together. They had both agreed that they did not want a threesome where we were all involved at the same time. Sharon was going to be an observer, watching and enjoying the voyeur part.

Judy also told me that their physical relationship had continued to grow, sleeping naked together every night, playing with each other's pussy's and generally enjoying each other. Listening to her tell me about what they were planning and had been doing made my cock hard.

One night, while listening to her talk about her and Sharon, I took my cock out and started stroking it. She asked me what I was doing and I told her.

'Is this making you horny?"

"Yes"

"Wish I was there to suck your cock."

"Me too. I love how you suck my cock," I said continuing to stroke my cock.

"I love your cock in my mouth, all the way down my throat. I want you fucking my mouth, ramming your cock in deep."

:HMMMMM", yes want to fuck your face."

"Squeezing your balls, licking them, sucking them," Judy continued.

I continued to stroke my cock. Judy kept up describing what she wanted to do to my cock, Sharon watching it masturbating and cumming, Judy's hot mouth all over my cock and balls, her wanting my cum to fill her mouth.

"Cum for me," she finally said.

I grunted and cum shot up through my cock and onto my stomach, covering me in it.

"Oh my god, you actually came? That is so fucking amazing doing that talking to me. So wish I had been there to catch it in my mouth."

My breathing slowly returned to normal as I answered, "Wish you had been here too. Really cannot wait to see you this weekend."

"I can't either."

We hung up shortly after that and I took a shower to clean up. It was so hot that we did that over the phone, I had never thought of doing it like that.

I left the house late Friday afternoon, headed out on a camping trip with some friends, or so everyone thought. Headed over to Judy's and got there around 6 pm. She was dressed in shorts and a tee shirt that showed she did not have a bra on. Judy threw her arms around me and kissed me while pulling my body into hers. Dropping my clothes bag, I kissed her back and put my arms around her, my hands running down over her ass.

Breaking the kiss, she said, "I am so glad you are here. Sharon's not home from work yet, but I've got us some pizza and beers."

"Sounds great."

We grabbed pizza and beers and caught up on what we had been doing.

"I told Sharon about our phone call. She almost came just listening to me describe it and had to get herself off she got so turned on."

"It was exciting. I get hard just thinking about it."

Judy smiled and said, "I get wet thinking about it too. I have masturbated since then thinking about it too."

We were just finishing eating when Sharon came through the door. She worked for a law firm and was dressed very nicely in a dress, stockings and heels. Looking at the beer cans on the table she said, "Looks like I have some catching up to do.

Sorry I am late, but we had to get something out at work."

"No problem, we were just eating and catching up with each other."

Sharon walked over and kissed Judy briefly on the lips and turned to me and kissed me also.

"So good to see both of you. Been so horny all day thinking about tonight."

"Me too. Go get comfortable and I will get some of the pizza together," Judy said.

"Sounds good," Sharon said smiling and turning her back to me. "Unzip me."

I pulled the zipper all the way down to the top of her ass. She was holding the neck of the dress and as I finished unzipping it she let it fall to the ground and stepped out of it. Sharon was standing there in a black lace bra, stockings and heels.

"Thank you," she said as she picked her dress up and walked into her room to change, leaving the door open.

Judy smiled, "She is trying to get things going. Maybe we should join her." She pulled her tee shirt over her head and removed her shorts and panties, throwing them all into the living room.

Twirling around showing me her body she said, "Your turn."

I didn't really need any encouragement and quickly stripped tossing my clothes into the living room. We were now both naked in the kitchen, my cock standing up rock hard.

Judy walked to me grasping my cock in her hand, pressed her body against me and kissed me.

"I can't wait to have you in me again."

"I can't either. Kinda nervous about doing it with someone watching us."

"I am too, but I trust Sharon will respect our boundaries. Just you and me fucking and her watching."

Judy held my cock in one hand and reached down to grab my balls, squeezing and massaging them, her tongue playing in my mouth.

"HMMMMMMM." I moaned.

She broke away from the kiss and moving her head down my body began to suck my nipple. Did not realize it could be so stimulating to me. Found it to be very erotic and something I enjoy to this day.

Judy stepped back, holding my cock she led me into the living room and had me sit on the couch. She got on her knees in front of me and began to lick the tip of my cock as she began to play with my balls again.

Looking up at me she said, "I want you to cum for me. Then we can have a nice long fuck session for Sharon to watch."

I just nodded my head in agreement. She had done this the first night we had been together to keep me from getting overly excited and cumming too quickly.

Moving her lips back to my cock she began sucking on the head and then running her tongue up and down the shaft to my balls. I leaned back against the couch with my eyes closed enjoying the feeling. She moved to taking my entire cock in her mouth, basically fucking me with her mouth, sliding down the entire length, holding there for a few seconds then sliding up to the tip and then back down.

"Wow, you guys did not even let me change clothes," Sharon said. She was dressed in a short black sheer robe that was loosely tied.

Judy just moaned around my cock and kept sucking me.

Untying the robe, Sharon let it fall to the floor, "Guess I am overdressed."

She moved to sit next to me on the couch, our legs touching. Placing her head on my shoulder, she just watched my cock move in and out of Judy's mouth. Between being horny when I got there, Judy's mouth swallowing my cock and Sharon sitting naked next to me watching it all and touching me, I was ready to cum.

I began to lightly push my cock into Judy's mouth. She pulled up off of me and looking at Sharon said," I want him to cum now and then we can move to the bedroom for more fun. Where do you want to see his cum?"

"I want to see him cum in your mouth. Fill it with cum and then show me."

Judy smiled and taking my cock half way into her mouth she began to jack me off while sucking on the top. She alternated between looking at Sharon and then me.

"Let go of him," Sharon said as she reached over and pushed Judy's head all the way down my cock, her nose resting at the base of my cock. I could feel my cock being massaged by her throat.

Releasing her head, Judy pulled up gasping for breath a bit. She looked at Sharon and smiled. Taking my cock back in her hand and the head in her mouth she began to masturbate me faster. My cock swelled and cum shot into her mouth. I could see her cheeks puffing out as her mouth filled with cum. She kept stroking until she had pulled all the cum from my cock. Looking up at Sharon she opened her mouth to reveal the full load. Sharon just groaned and leaned forward to kiss Judy. Their lips met and Judy began pushing my cum into Sharon's mouth. They kissed passionately, swapping my cum back and forth.

Sharon pulled back from Judy, "He is so tasty."

Judy nodded and rested her head in my lap. I sat there trying to recover. Sharon leaned back on the couch and was slowly rubbing between her thighs with one hand and massaging her tits with the other. She rolled her head back with her eyes closed, one hand rubbing her pussy and the other working her tits. I watched as she continued to work her pussy, sliding two then three fingers into herself. Judy also watched Sharon, I could feel her hot breath on cock as her breathing got a little quicker.

"I love to watch her finger her pussy," Judy whispered.

I nodded my agreement. Sharon seemed to feed off of her comment and began to finger her pussy faster, three fingers plunging in and out of it in a furious motion.

Her breath became labored and her nipples hardened. Suddenly, her body stiffened as she rammed her fingers as far into her pussy as she could. She gasped for breath as the orgasm swept over her. After a moment her body began to relax, her fingers slipping from her pussy. Looking down at Judy, she slid her hand over her. Judy opened her mouth as Sharon slid her pussy juice covered fingers into her mouth. Judy sucked Sharon's fingers clean, licking all of the juices from her hand.

Watching Sharon perform and Judy clean her up had caused my cock to start to stiffen again. Judy's face was still near my cock and she turned to look at it. Smiling, she stood up, grabbed my cock and said, "I think we should take this into the bedroom."

We all proceeded into the bedroom with Sharon dragging a chair in from the kitchen that she placed at the end of the bed. Judy had me lay on my back in the bed. Sharon was sitting in the chair at the end of the bed, her feet propped up on the bed and her still glistening pussy exposed.

Judy looked at Sharon, "You remember the rules? You can move anywhere you like, but no touching us, okay?"

Sharon was staring at my cock and just nodded her head yes.

Judy moved up on the bed with me and began kissing me. Soon she was stroking my cock with her hand. I rolled towards her and reached down to play with her pussy. She was already very wet and two of my fingers slid easily into her. She trembled and bucked her pelvis against my hand as my fingers slid in and out of her and she slowly stroked me. Glancing to the end of the bed I could see Sharon with one hand on her pussy and one massaging her tits.

Judy released my cock and pushed me back onto my back. Throwing her leg over me she straddled me with her pussy directly over my cock.

"I need you in me."

Reaching down she lined my cock up with her pussy and in one stroke my cock rammed all the way into her. I heard both her and Sharon exhale at the same time as I bottomed out in her pussy. She sat and rotated around on my cock, massaging her tits and reaching back to massage my balls. Soon she was bouncing up and down on my cock as I reached up to massage her tits. Pulling her down on top of me I took one tit then the other in my mouth sucking, licking and massaging her tits as she slowly continued to ride my cock.

While I was playing with Judy's tits I felt Sharon move onto the bed. She slid up beside us and was looking very closely, but not touching, as my cock moved in and out of Judy's pussy. I could feel her breath on my thighs as Judy rode me. Judy began to increase her pace riding my cock. She was ramming my cock deep into her with every thrust and her breathing was becoming ragged. Grasping my shoulders for leverage she moved even faster on my cock. Soon her head flipped back, she took a deep breath and her orgasm began to ripple through her body. Slamming my cock as deep as it would go into her she collapsed onto me and her body trembled as she continued to cum.

I had completely forgotten about Sharon while concentrating on Judy.

"Oh god, her pussy is twitching, it's amazing," she said.

Judy laid on me, her breath slowly returning to normal. Looking up at me she said, "Thank you, I really needed that. I have been waiting for you for a while."

I reached up and kissed her. Sharon slid up next to us and was lying beside me.

"I have never seen a cock in a pussy like that. It was so hot." she said.

"He is not done yet," Judy said smiling as she slid off of me.

Sharon was looking at my cock, Judy's juices glistening on it.

Judy looked at Sharon, "Want to taste it?"

"You sure?"

"Yes"

Sharon slid her head down my body and took the tip of my cock in her mouth. A low hum came from her throat as she slowly slid down my cock. She bobbed up and down my cock for a bit and then pulled her mouth from my cock. "He cock is so tasty with your juices on him," she said.

Judy smiled and moved on the bed to be on all fours. "Get behind me and fuck me some more."

Moving behind her I lined my cock up to her still soaked pussy and slowly slid into her. Sharon moved over to lay next to Judy, looking up at her tits bouncing as I began to slowly fuck her. One of Sharon's hands moved between her legs and she began to finger the outside of her pussy.

Judy's pussy was so hot, wet and tight. I watched as my cock slowly pushed in and out of her pussy, being coated in her juices. Sharon's pussy was also visible to me as she began to play with herself. All of the stimulation between Judy riding me, me fucking her from behind and the sight of Sharon's smooth, glistening pussy was causing my cock to build up to cum again. Grasping Judy's hips, I began to quicken my pace, pushing my cock deeper and faster into Judy's pussy. Judy lowered her head and raised her ass as I began to fuck her faster. Sharon slid down next to Judy and moved her head underneath. As Sharon's head moved under Judy, she opened her legs to allow her to be underneath Judy, looking up at my cock in Judy's pussy. The first time we had all been in bed, Judy had asked Sharon if she wanted to eat my cum from her pussy after I had fucked her. Looks like she was getting ready to do that.

I could feel the cum building up in my cock and holding onto Judy I began to fuck her faster. She was pushing back against me with every stroke. I could see that Sharon was still playing with herself. Feeling my cock grow harder and getting ready to cum I pulled Judy against me and rammed my cock as far into her as it could. My cum began pumping deep into her pussy and she clenched my cock as I filled her up.

Soon my cock stopped spasming and I released my grip on her hips. My cock began to soften and slip out of Judy. As it slipped out, it pulled a glob of cum out with it and deposited it on Sharon's nose. Sharon slid towards me a bit and took the head of my cock in her mouth sucking lightly on it. She then slid past my cock and placed her mouth directly over Judy's pussy and began to lick and suck my cum out of her. Judy moaned as Sharon worked her way around her pussy and I moved back to watch. It was amazing to see her eating her pussy and sucking my cum out of it.

Judy slowly sat up with her pussy pushing directly onto Sharon's face. She rubbed her pussy against Sharon's tongue as it darted in her pussy. Sharon held Judy's hips as she moved over her face. Judy was squeezing and massaging her tits as she rode Sharon's face. After a couple of minutes, Judy's breath became labored as another orgasm built up. She pushed her pussy down onto Sharon's tongue as the orgasm washed over her, wiggling her pussy around on Sharon's face. As the orgasm subsided, Judy fell forward and rolled off of Sharon. I leaned forward and kissed Sharon's pussy juice covered face tasting Judy's juices on her. Moving on up the bed, I slid in next to Judy hugging her as she recovered from her orgasm. Sharon moved around the bed and got in behind Judy and joined me in hugging her.

I awoke to a dark room. Reaching across the bed I discovered that I was alone. Looking around I could see a faint light leaking under the door. Opening the door, I stepped into the living room. A low light was on in the corner, music was playing softly and the girls were on the couch, still naked. Sharon was laying on the couch with her head on Judy's lap. She smiled at me and held her empty wine glass up,

"Hi, can you get us refills?"

"Sure."

I went into the kitchen and retrieved the wine bottle and a beer and returned to the living room. Refilled their glasses then sat in the chair next to the couch. Judy was stroking Sharon's hair as she laid in her lap.

"How long have you been up?", I asked.

"Just one glass of wine," said Sharon, holding up her wine glass and giggling.

"Sharon was telling me how hot it was seeing your cock stretching and fucking my pussy and then sucking the cum out of it."

"It was the hottest thing I have ever seen. Watching your slick cock slide in her pussy almost made me cum. Then getting to suck your cum out of her, my pussy is getting wet right now thinking about it." She swiped her finger over her bald pussy and licked it.

Judy looked down at Sharon, "We want to ask him?"

Judy smiled and bit her lip. Looking up at me, "We have a favor we would like to ask of you."

"Ok," I said wondering what they were up to.

Judy looked back at Sharon, who nodded yes, and then looked back to me. "We know we said this was just going to be you fucking me with Sharon watching. After hearing her talk about watching your cock up close, it got me very turned on. I would like to watch you fuck Sharon."

I looked at both of them. Judy was nervous looking and Sharon just smiled at me. I had been wanting to fuck Sharon ever since I first saw her naked when she flashed me one day.

"Are you sure? I do not want to mess up anything between you two."

Sharon smiled, "That rule was to prevent us from hitting on each other's dates. You are the only one that we have both been naked with and Judy is willing to share if you want to. Besides, I have already had your cock in my mouth, why not my pussy?"

Judy looked at me, "I really want to see a cock fucking a pussy up close. We all have already played with each other some and this seems like the easiest way to do it. There will be a slight modification to the rules though."

"What modification?"

"We are all allowed to touch each other."

I smiled and nodded my head yes. Sharon sat her wine glass down and came over to the chair and sat on my lap wrapping her arms around me and pulling me into her tits. Judy smiled and finished her wine.

With Sharon sitting on my lap and my head buried in her tits, my cock began to harden. Sharon wiggled her ass in my lap and looked at Judy, "I think he likes it."

Judy got up from the couch and extended her hands to both of us. "Let's head back to the bedroom," she said as we took her hands and followed her into the bedroom. When we got to the bed she had me lay in the middle. Turning to Sharon, she kissed her and said, "You two get started, I am just going to watch for a bit."

Sharon nodded her head and jumped into bed with me. Judy moved to the end of the bed and sat in the chair, propping her legs up and exposing her pussy like Sharon had earlier. Sharon and I moved to face each other and began kissing, running our hands over each other's bodies. Her hand settled on my hardening cock and she slowly began to stroke me. Breaking away from our kiss she moved her head down my body to my cock. I felt her tongue begin to lick the tip of my cock and her hand lowered to massage my balls. Looking over her head I could see Judy staring at her intently, watching her play with my cock and balls as she slowly stroked her pussy. Sharon continued to tease the tip of my cock with her tongue. I was bucking my hips some trying to get my cock in her mouth, but she was intent on teasing me for now.

Suddenly she took my cock all the way into her mouth, her nose resting near my balls. Judy had gasped as she swallowed my cock in one move. I could feel her throat massaging the tip of my cock, the feeling in her mouth was amazing. Slowly she slid her mouth up my cock giving her the chance to get a breath. Holding the base of my cock with her hand, she slowly began to fuck my cock with her mouth. She had moved her body to be next to mine and I reached over and began to massage her pussy from behind. Playing with her smooth pussy was a new sensation for me. Sharon slid her leg over me and got on top of me, her pussy right in front of my face. Reaching up I pulled her pussy lips apart and began to lick and suck her as she continued to suck and lick my cock.