First Time - Third Wheel

*Author's note: A big thank you to Kim for her edits! Readers may notice a lack of dialog in this story but it was a real experience that happened about a year ago. I was under the influence for most of it so my memory is not all clear. Hope you can enjoy regardless!

To start I should say that a previous boyfriend and I have had ffm and mmf threesomes so this was not my first rodeo.

I met my friend Alexis shortly after moving here when I got a part time job hostessing at an upscale restaurant. My regular day job was in retail and it was the absolute worst. This second job was only on Saturday nights and I loved it there. Everyone from the manager down was so sweet to me and there was little or no in-fighting within the staff.

Alexis was the bombshell bartender who was a year older and always the life of the party. I couldn't look much more different as a mixed race (half white half native) brunette with smaller breasts and wider hips and round ass.

After our restaurant closed on Saturday nights some of the staff would always meet up somewhere to party, until sunrise on occasion. It was at these after parties that I had made out with Alexis and some other girls to get some attention or because I just wanted more. Alexis and I hooked up a couple times and it was always amazing! She was aggressive and dirty in bed just like me. As it turned out though, she ended up dating a guy named Joel and I ended up in a relationship with a girl.

After a couple months my relationship tanked as usual. It was sad for me because none of my lesbian relationships ever seemed to last much more than that.

After a couple weeks of being mildly depressed, I decided to go out with everyone again after closing, and start living life again. That's when Alexis made her proposal. She asked if I would be into putting on a show in front of her boyfriend who I hardly knew.

Joel and Alexis were both tall gorgeous blondes with blue eyes and gym addictions. They were intimidating when they walked into a room together. Also, that proposal felt a little too rushed, too soon, so my initial answer was a 'no' veiled as "I'm flattered you would think of me but I don't know".

Then laying in bed I remembered back to how nervous I was to ask my friend to join me and my boyfriend and thought maybe I didn't let Alexis down easy enough. I was afraid she would feel too hurt and rejected and would start to act awkward around me.

Two weekends later while we were out shopping together, I asked her how things were with her relationship and she said everything was going great except that he moved around in his sleep a lot when he was drunk so she would kick him.

After getting the sense that she was loosened up about talking, I asked if they had found a girl to share and she gave me an intrigued look. So I smiled and said I thought about it some more and might be interested. Our day went from just shopping for holiday decorations to looking at lingerie for us.

Two weeks later we did it. We had sex for about an hour as Joel watched sitting in his recliner drinking his beer and being a gentleman. He didn't try to join or tell us what to do. The sex was amazing and the whole experience helped me feel even more comfortable around them.

After we were done and we were in the shower together, she told me how amazing I am and that she loved doing that, then asked how I felt about everything. I gave her a reassuring kiss and told her it was really fun. It also really tickled my exhibitionist side... which is a big part of my sexuality.

About a month later, after briefly dating another girl, who turned out to just be more bi-curious than anything, I was totally single and alone again.

It was at another club that Alexis suggested we leave with Joel and all go to a strip club. I was very nearly a stripper just a few years ago when I was 19 and still in community college so I was very comfortable in those environments. In fact, it can be really exciting for me to see a gifted dancer on stage or to give or get lap dances. While we were there I gave Alexis a lap dance then asked if she was going to give one to Joel. She suggested that I give one for him instead!

While I was dancing on him my attention was totally on her. I was gauging her reactions to spot any hint of jealousy or insecurities. It was also fun to feel Joel's dick poking through his pants. After all, his was the first one I had touched in about two years.

As I gently ground my hips and ass on him I could see Alexis getting really turned on by seeing us so I decided to be a little more bold and moved his hands up to my tits so he could massage them.

Alexis' mouth was practically watering and I could feel my pussy tingle and my nipples harden against my bra. Then we were interrupted by a bouncer who told me we had to stop... ugh.

We decided to stay and not let that big meat head ruin our night. Joel bought a dance for Alexis so we could look like better customers. Alexis picked the dancer who looked most like her, tall, blond and busty. It was really hot to watch them and it was easy to see this girl was loving dancing for her instead of some fat smelly guy like she normally would be.

After the dance was over, we went to the bathroom and Alexis told me my lap dance was better, and I playfully said thanks and batted my eyelashes at her. Then she made the proposal that I knew was coming, and wanted to hear, and I said fuck yeah!

I asked about boundaries and she said they were down for whatever but he wasn't allowed to have vaginal sex with me. Then she asked me if I wanted him to wear a condom and I said I didn't care if she didn't... after all without vaginal penetration it wasn't like I could get preggers.

Off we went to the parking lot to get an Uber. It was Joel's idea that we simply cross the street and get ourselves a hotel room for the night after our Uber driver picked up the wrong people. So we got a room.

When Joel came out of the hotel lobby, he discovered that I had pressed Alexis against a pillar outside and we were making out with some hands exploring each other. Don't get me wrong, Joel is a very attractive man but Alexis is the star of the show!

As soon as we entered the room I led Alexis to a chair and sat her down and tied her hands behind her back with my Bertolli jacket. Then kissed her before standing up and walking over to Joel.

I dropped to my knees in front of Joel. He undid his belt as I unzipped his pants. I eagerly started to suck his dick looking over at Alexis as I did it. Seeing the fire and passion in her eyes was such a huge turn on it was getting me so hot.

In the back of my head I was thinking he might finish soon if I didn't stop. I needed to let him cool down. I turned myself toward Alexis and crawled over to her as sexy as I could and moved up her lap caressing her smooth toned legs. I slowly moved up to her neck giving her little kisses and touches along the way.

I whispered in her ear that I wanted to watch them fuck and that it was my turned to be teased. She moved her hands out of the loosely tied jacket sleeves and stood up in front of me. Looking down at me, she told me to undress her. When I pulled her shorts down I saw she wasn't wearing panties and there was a huge wet spot in them.

She sat me down and spread my legs open. I was wearing a wrap mini skirt that she lifted exposing my lacy thong to her. She moved in toward me kissing my thighs and moving my panties aside with her hand. Her fingers slipped in my pussy and I moaned as we kissed. She pulled away and put her soaked fingers in her mouth and sucked them clean then told me how good I tasted.

She turned to go over to Joel, who was watching all of this from the edge of the bed, I slipped off all my clothes and slid down in the chair spreading my legs and started massaging my clit as Alexis climbed up on top of Joel.

She pushed him flat on the bed and positioned herself to take his cock inside her. She rode him for a few minutes then got off and turned herself around so she was facing me. She told him to give it to her doggy style.

As she was taking it from behind I could hear her juices and their bodies slapping. She told me how hot I looked playing with myself. I couldn't take the teasing anymore so right then I decided to get up and kiss her as she was getting fucked.

While we made out I took my soaked fingers out of my pussy and put them in her mouth to suck on them. Then I reached behind me and finger fucked my own ass with them as we started making out again.

I told her I wanted Joel in my ass. She let out a half giggle half moan in agreement. Then told me she loved how dirty I am. I sucked his dick for a minute while still fingering my ass. I laid on my side with my right leg up and he got behind me in a spooning position and slid his dick in me.

I could already feel my heart rate climbing as he started thrusting but when I felt her tongue start to wrestle over my clit I nearly fainted! She was a very generous lover licking and sucking my clit. Then she moved up to my right tit as she started finger fucking me. She told Joel she could feel his cock going in and out of me through my pussy. After my bone shaking orgasm it was her turn to be center of attention again.

She asked me to rotate myself so i was laying across the bed then she climbed on top of me in a 69 position. Then Joel put his dick in my mouth for a second before entering Alexis.

As he was fucking her I could feel her start to eat me out. I was loving her moaning into my pussy. Joel asked if she wanted it in her ass too. She said yes but told him to get the lube from her purse.

As he was away getting it, I reached around her thigh and slipped two fingers in her pussy, then quickly started to work one finger at a time into her ass. She moaned and started rubbing my clit in quick little circles.

Shorty after Joel returned with his dick lubed up he started applying it to Alexis' ass. A little dripped down and I caught it with my tongue, 'mmm apple flavored, my favorite I thought to myself'. Joel's dick slid in her slowly while I massaged her clit to help her stay relaxed but quickly realized she didn't need much help.

He was deep in her very quickly and she was giving him encouragements to give it to her. The lust in her voice and feeling of her fingers inside me put me over the edge. I came for them again!

After several minutes of me rubbing her clit and him in her ass I felt her body start to shake. She had a very loud orgasm screaming into my pussy to muffle herself.

Joel pulled out. I opened my mouth inviting him to fuck it. As his dick was in my mouth I started rubbing Alexis' clit again to see if she was numb or ready for more. I knew she was feeling it by the little noises she was making so I released his dick out of my mouth and guided it to her open juicy lips.

He started fucking her and I tilted my head back slightly so I could lick his balls for him. It was less than a minute later he came inside her. I massaged his shaft and balls gently to help him along.

When Joel was drained he pulled out of her. I told Alexis to sit on my face. She sat back on my face positioning her dripping pussy on my mouth. I hungrily licked every drop I could out of her.

The taste of cum never bothered me like it did with some of my friends, and depending on the girl, pussy can taste great. However, the combination of the two was different and I was in heaven licking her clean!

After her pussy was cleaned of cum, Alexis got up and like a true porn star laid next to me asking me to swap his cum into her mouth. I opened my mouth wide and stuck my tongue out to show her I had already swallowed it.

Oops... I took a mental note to remember that for next time!