Penny squirmed to guide our hands, her mischievous smile grew. A quiet chuckle from Jack lightened the atmosphere. In response to my slowing massage, Penny opened her eyes inquisitively. Her glare was evolving to arousal. "Are all friendships safe?" my voice cracked from dryness.
Jack was the last one to speak. "We are both excited about what could happen here. And yes, we both want our friendship to last a long time. Learn that friendship and sex don't need to be separated." Penny in full zen mode simply replied with an affirmative uh hum.
Jack smirked as he reached up and pulled one of Penny's dress straps down off her shoulder. The material lay uncontrolled across Penny's right breast. My hands continued moving along her neck but my gaze was solidly on her tits.
Jack reached up again and pulled the dress further down. Penny for her part rolled her arms until the dress jumped over the breast entirely. The flesh of the nipple was now completely free. I glanced at Jack for assurance. Penny reached up and pulled my hand onto her tit. A full body shutter followed. I was cupping an amazing tit, perfectly proportioned. Larger than my hand but firm enough to hold shape.
I swallowed and pulled the other strap down with my other hand. Both gorgeous breasts available to my discretion. Penny rolled to the side with an exhale sigh of comfort. My eyes fixated on her amazing body. Jack's hands past her thighs rubbing her ass as the dress was lifted up on her waist.
"A few rules," Penny lectured, opening her eyes and turning to me. "You have to promise this won't hurt our friendship. Jack and I both want this experience. We also want you to know friendship and sex can be intertwined, maybe should be intertwined. Also, we are all new to this. Everyone has veto power, Anyone can say stop and we all stop."
Jack and I both replied with affirmation. Penny closed her eyes, lowering her head down onto a fairly advanced erection. Jack silently pulled the dress down over her waist and off her feet while Penny sensuously lifted her hips to accommodate. Only wearing the most exciting panties, her bare body consumed my attention. I swallowed hard trying to pace the experience. Here is my longest best friend, my hands sliding through her hair down along her back. Her skin was smooth and sensual.
I massaged her tits while Jack's hands moved up her thigh grazing her pussy over her panties. As Jack's hands slide back down to her calves, my hands slide down her stomach onto her pussy. My hands lightly explored new areas, eventually sliding down into the panties. Her pussy was clearly trimmed and wet. Penny sighed expressing contentment.
Jack and I made eye contact long enough to commit to a plan. It was all about Penny as we choreograph our joint movements. I slid back up to her neck over her erect nipples. Jack moved back up to grab the panties and pulled them off. He returned to her pussy with penetrating fingers. Blood was visually filling the clit, further magnifying her sensations. My hands stretched her arms above her head, then slid along her full side down her waist. As my hands return upward I drew them onto her clit and press while Jack's fingers probe her inside.
As my hands return to her chest, Jack repositioned and went downtown, in what can only be expressed as a starving man finding food. His tongue explored all crevices. His mouth excompased her pussy in its entirety. Penny moaned in delight, brought her hands behind her head to directly touch my excited penis. As much as she could concentrate she began opening my pants totally by feel. She then reached up behind my head and pulled my head down to hers. My mouth reached hers and we kissed a kiss of desire. She breathed faster as Jack was doing his task well.
Penny rolled slightly to her side and finished opening my pants. I must have shifted my position to help as my pants were quickly down my legs. Penny opened her eyes for a close up of my excited cock. Normally I'd have some anxiety to be inspected so closely. Her hand grabbed and stroked me almost of the cadence of Jack's licking. Pre-cum dripping down to her fingers. Then she propped herself up and brought her mouth down onto my shaft.
We all slid off the couch and down to the floor. Penny in this move rolled from her back onto all fours, still blowing me. Jack undressed himself and positioned behind Penny ready for penetration. As he pulled her onto his cock, Penny raised up and started kissing me. Jack wasn't exactly pounding her but was giving her a pretty decent fuck. My eyes met Penny's while Jack was fucking her from behind. The contact was the most intimate connection of our long friendship. Penny regained her composure, started stroking me with both hands, while sticking her tongue completely down my throat. Her body couldn't hide the fact that she was cumming from what was probably her most intense sexual experience ever.
Jack indicated he couldn't continue much longer and needed to pull out for a break. Penny bit my ear lobe and whispered her intention to fuck me. She asked if I wanted to fuck her and wanted to know if this was OK. Some of her words were too quiet to comprehend but something about being so happy that we could share this.
My answer was to lift her onto my legs so she was facing me in a sitting position. I was playing with her tits while she kept stroking me. With a glance back to Jack for affirmation, she hopped up and dropped onto my stiff erection. Her hand still on my cock guided me into her still excited pussy. I was on the floor leaning against the couch while she was humping and kissing me. Jack got up and sat next to us on the couch allowing Penny to give him a strong hand job. Penny was able to coordinate alternating between kissing me and blowing Jack. I wasn't even freaked out with Jack's erection right next to my face. Penny was bouncing up and down my shaft while I was eye to eye with Jack's cock shoved down her throat.
I was soon near my end and definitely didn't want to cum inside her so I pulled her off of me. Penny pulled us both down to the floor so she could blow or give both of us handjobs. While she knelt between us, we both had our fingers deep up her pussy. One of us kept attention on her clit giving her another long orgasm. While her body stiffened, her hands squeezed our erections just slightly too strong. This final move and sight was all I needed as I came hard with my cum covering her hands and my stomach. That was probably all Jack could take too as he also came shortly after, our hands still pressing up Penny's body. Both of her hands were covered in cum as she fell backwards leaning against the couch in ecstasy.
One of the most surprising outcomes from this experience was that our friendships hardly changed. We three continued to hang out with the same friend feelings as before. We have since replicated that threesome experience a few more times, always when it was natural and comfortable. Yet it wasn't the central part of our lives together.
I have also learned to date differently. I still largely choose the same type of women, but I enter relationships with just a bit better expectations. And maybe, just maybe, I told Jack he may get a reciprocal experience when I find someone just as open as Penny.