Passing Through

Kelly put on her pyjamas and emerged from the bathroom. She looked around the clothes covered room and marvelled that David had actually found enough floor to sleep on. He was smiling up at her as she moved over to the light and turned it off. She stood there a second letting her eyes adjust to the total darkness then made her way carefully towards Cherie's bed. David stroked her bare calf as she passed him and sought the corner of the bed. The sheets were cool under her fingers and she felt her way up them until she reached the warmer patch were Cherie had moved aside for her. Feeling the soft pillow, Kelly fell face first into it and sighed as she relaxed into the inviting bed.

"Tired, darling?" came David's voice from just beside and below her.

"Just a little," she murmured into the pillow. She rolled over and stared up into the darkness. The car trip had been gruelling but what had worn her out most was...she paused and smiled at the memory. What had worn her out second most was waiting up so late for a place to sleep. While Cherie had offered her queen sized bed to Kelly and David, Kelly refused to kick her out and it was eventually decided that the two girls would share the bed while David slept on the floor.

"Poor darling," whispered David's voice from beside her ear and she felt his warm lips brush her neck then move up to her cheek. "Good night."

"Good night," she smiled.

"Good night," came Cherie's voice from somewhere right next to her other ear.

Kelly hadn't realized they were so close. "Good night," she replied, "and thank you. This is great."

"Sorry I couldn't do better," said Cherie, not sounding sorry at all.

"We'll try and give you more notice next time," said Kelly patting to her left and finding some soft part of Cherie. Cherie's nightie was silky under her fingers and they seemed to slide along it of their own accord until they found bare skin. Kelly let her hand fall back onto the bed.

"Anytime," said Cherie and Kelly could almost hear her smiling. Then she felt a small hand rest on her own. As tired as Kelly was, she couldn't help the prickling sensation that was starting between her legs. Her fantasy and intense orgasm in the car that afternoon had been about this very situation and Cherie's hand felt very sensual resting lightly against her own. She gently squeezed Cherie's hand and felt light pressure as Cherie returned her squeeze.

Then Cherie's fingers were ever so slightly stroking the palm of her hand. Kelly felt her palms beginning to sweat and a warmth between her legs. The night air was still cool around her, but here in Cherie's room, in Cherie's bed, the cool seemed not to touch her but to stop just beside her skin. Cherie's fingers were a little bolder now, lightly flowing along Kelly's smooth wrists, parting the small hairs on her forearm like the Red Sea.

Kelly let out a quiet "Mmm" and a second later felt something brush her forehead. There was a second hand stroking her hair while the first continued up the inside of her elbow. The second hand flowed over her hair and about her right ear. A finger traced along her jaw line and down to her neck. The first hand was stroking her bicep and Kelly could feel the warmth from it so close to her aching breast. She willed the hand even closer and felt it slightly brush the side of her breast as it frustratingly went past.

The second hand slid over her shoulder and began to work its way lower down her other arm. The first hand brushed the side of her breast a second time and a third. Kelly moaned again and the pressure between her legs became more demanding. In response to her moan, the two hands moved onto her breasts. Kelly sighed and Cherie's small hand squeezed her nipple through the fabric of her pyjama top. David's larger hand cupped her other breast firmly.

Kelly realized how loudly she'd been breathing into the silence then she noticed the breath at her left ear. She turned her head and felt a warm cheek against her own. She pressed her lips against it and it moved to be replaced with a soft pair of lips that almost seemed to burn her as they touched. Hungrily, Kelly parted Cherie's lips with her tongue and moaned into her mouth. Her efforts were rewarded as Cherie's tongue stroked her own and demandingly sought out her lips and teeth. Cherie whimpered quietly and Kelly wondered what her other hand was doing.

David's hand left her breast and Kelly felt the top button of her top being released from its buttonhole. Cool night air flowed down her cleavage. She took Cherie's tongue into her mouth and felt Cherie's fingers stroking in circles around her nipple. As another button worked its way loose, Cherie's fingers began to pull across the fabric. When the third button was free there was enough slack for Cherie's hand to slide inside Kelly's top and Kelly gently bit Cherie's tongue in response as she felt the fingers against her bare nipple.

Kelly felt her ear being engulfed by something warm and wet and figured it was David's mouth, since she was keeping Cherie's mouth occupied with her own. She reached out her left hand and found the soft bare skin of Cherie's leg. She squeezed it but couldn't get her arm any higher without breaking her kiss with Cherie. She could feel Cherie's arm moving somewhere between their hips.

The warm mouth on her ear worked its way down her neck and over her bare shoulder. The fabric of her top was pulled aside as the last button was undone, exposing her naked breasts, and the warm mouth covered her aching nipple. There was a wet smacking sound and David's quiet moan. Cherie's mouth broke from her own and Kelly thought she tasted cinnamon. She pushed her tongue into the darkness wanting more until she felt the small mouth on her neck, and then it started kissing its way towards her other breast.

As David hungrily devoured one breast, Cherie gently licked in circles around the other, spiralling inwards towards Kelly's erect nipple. As Cherie shifted position, Kelly was able to slide her hand up Cherie's thigh, which seemed burning hot to the touch. There was a slick warm wetness at the top of Cherie's thigh and Kelly could feel lace panties with something hard and moving underneath. She placed her hand under the area, and Cherie's hand slid out of her panties and stroked juices up Kelly's arm. Kelly placed her hand against Cherie's soaked panties, then slid up to Cherie's soft stomach and down under her panties. Immediately her hand was soaked in Cherie's juices. Kelly felt her way through Cherie's thin thatch of hair to the deep valley of her cunt. She traced her fingers from Cherie's hole, forwards along her slit until she found Cherie's hard little nub and began to stroke it. The slickness made it impossible to get a firm grip so Kelly added a second finger and stroked in circles over and around Cherie's clit.

She felt David's mouth leave her breast and a wet hand touched her forehead. A heady, musky smell assaulted her nostrils as the hand moved down her face and stopped on her lips. Kelly opened her lips and eagerly took the small fingers into her mouth. They were smaller and more delicate than David's and the sweet but sour taste on them was so like and yet so very different from the tastes David had given her of her own cunt. As she sucked Cherie's juices from Cherie's own fingers, Kelly felt Cherie's small mouth take her nipple in between her teeth and roll it with her tongue. It felt so good and Kelly realized that this was almost certainly not the first time Cherie had done this.

Meanwhile, David had worked Kelly's pyjama pants off and was kissing his way up the insides of her soaking thighs. Cherie shifted position and Kelly's mouth was empty and cold air flowed around Kelly's neglected breasts, making them ache with need. Her hand was taken out of Cherie's panties and the whole bed rocked. She could barely make out the curve of Cherie above her against the moonless night, and then her hand was picked up and replaced back on Cherie's drenched cunt, now without panties. Obediently, Kelly started fingering her again, and then she felt warm yielding flesh against her lips. She opened her mouth and felt the orb of flesh being pushed between her lips, with a hard nub that pressed against her tongue. It took Kelly a moment to realize that she now had Cherie's breast in her mouth, but when she did, she started sucking hungrily upon it. David's mouth was on her cunt now, his tongue lapping up her juices and filling her hole. He glided circles in and over her clit and licked the length of her slit over and over and over again.

Kelly used her tongue to circle Cherie's nipple and then felt Cherie's mouth on her own breast. She felt David's hand slide up to her left breast, squeeze it, then move to play with something nearby. Suddenly she realized David was fondling Cherie's other breast. She wondered if he'd tasted Cherie yet, and withdrew her cum soaked fingers from Cherie's cunt. David was still lapping his tongue between Kelly's thighs and Kelly thrust her fingers under his nose. He immediately paused then licked Cherie's juices from Kelly's fingers, then redoubled his oral assault on Kelly's cunt. She felt her excitement rising to fever pitch as David's tongue lapped from her asshole into her cunt, then around her fevered clit and back to her asshole again.

She started biting Cherie's nipple, listening to the sound of her moans in the darkness mixed with David's slurping and smacking. Cherie responded in kind and Kelly felt an exquisite tang of pain as Cherie pinched Kelly's nipple between her teeth. Kelly started humping David's face as her climax approached. She stabbed two fingers back into Cherie's cunt and was rewarded as Cherie grunted and bit Kelly's nipple again. Kelly thrust a third finger into Cherie, stretching her friend's cunt as they feverishly pleasured each other's bodies. Kelly started moaning in time with David's mouth on her cunt, needing to cum, needing to be released. She hammered her fingers into Cherie's cunt and was surprised as Cherie came, crying out against Kelly's breast and fiercely biting her nipple.

This drove Kelly over the edge. Her left hand was flooded with Cherie's cum as Cherie drove herself back against Kelly's fingers. Kelly's other hand pulled David's face into her cunt and she gripped him between her thighs. She bit down on Cherie's tit still in her mouth, squeezed her eyes tightly shut and felt the blissful wave of heat pulse over her. She moaned into Cherie's breast as David's lapping at her clit slowed down, then Kelly let out a sigh as she came down from the glorious orgasm.

Cherie's breast was removed from her mouth and replaced by Cherie's lips, gently nibbling and licking around Kelly's mouth. Kelly placed her cum covered hand between their faces and the two girls sucked and licked at the fingers and each other, enjoying Cherie's fresh cum.

Kelly caught the strong smell of her own come a second before David kissed her, then she and Cherie turned and licked Kelly's juices from his face, their tongues caressing his lips and chin, and each other. David's own tongue emerged and slid across Kelly's tongue into Cherie's mouth, and then the two of them were kissing intently, savouring the new feel of each other. Kelly contented herself with kissing along Cherie's cheek to under her ear, then planting small kisses down her neck to where it met her shoulder. Cherie's fine hair tickled Kelly's nose as she feasted on Cherie's neck, then Kelly sank her teeth into the tender flesh. As she suspected, Cherie moaned into David's mouth and Kelly smiled to herself. She felt Cherie's hand on the back of her hair, stroking her and keeping her at Cherie's throat. Kelly reached her hands up and cupped both of Cherie's breasts. They felt small compared to her own but they still more than filled her hands and Kelly found the nipples and tweaked them roughly.

Kelly felt David's naked body shift across her and could hear him kissing down to the opposite side of Cherie's neck and Cherie giggled and grunted as he bit her with a slightly comical chomping sound. Kelly started kissing and licking her way down to Cherie's breast and could hear David doing the same on Cherie's other side. She reached her hand between Cherie's legs to find David's hand already there, sliding between the slits of her engorged cunt. Kelly took Cherie's tit in her mouth and began to suck. She reached across to David, found his thigh and worked her way up to his balls. She could feel them jiggling as Cherie worked his cock with her hand. That would never do, and she shifted her position and leaned over Cherie until she felt Cherie's fist brush her cheek. Cherie obviously got the idea as Kelly felt the softest skin brush her lips while Cherie positioned David's cock in her mouth. He sighed against Cherie, and Kelly felt David's large hand and Cherie's small hand both stroking the back of her head and gently pushing her further onto David's cock. She enjoyed the warm, thick skin filling her mouth and the slightly salty taste as his cock bumped the back of her mouth.

David moaned, but said quietly, "You enjoy that, don't you?"

Kelly with her mouth full of his cock whimpered, "Mm hmmm." Someone was fondling her large tits.

"She's a bit of a cock sucker?" asked Cherie pushing Kelly's head even further onto David's cock.

"She's a glorious cock sucker," said David, "when she's in the mood."

Kelly couldn't believe how much their talk was turning her on. She loved listening to them talk about her as if she wasn't there, as if she was just some thing set aside for their pleasure. She could feel her juices flowing down her thighs

"When she's in the mood she's quite the little whore."

"Really?" asked Cherie inserting some fingers into Kelly's slick hole. "She certainly feels like she's in the mood."

"She loves being treated like a total slut," said David starting to thrust his cock in and out of Kelly's face.

"I can tell," said Cherie, pumping her fingers into Kelly. Cherie's fingers were slimmer than David's and felt more like Kelly's own fingers inside her, but from a delightful new angle. Kelly felt her excitement rising and pushed herself back onto Cherie's fingers.

"She'll do anything now, won't you, you fucking bitch?" David forced his cock against the back of her throat.

"Mm hmm," whimpered Kelly, wishing Cherie would finger her harder.

"Anything?" asked Cherie, removing her fingers and circling Kelly's clit teasingly.

"Mmm," Kelly whimpered around David's cock, wanting Cherie's fingers back inside her.

Cherie commanded, "Eat me, cunt!"

Kelly slurped at David's cock as he pulled her off of it by her hair, and then shoved her face between Cherie's legs. Cherie shifted slightly beneath her and Kelly felt the knees spread wide to accommodate her. Then Kelly put her head down and deeply breathed the perfume of Cherie's sweet cunt. Kelly licked over the soft hairs and ran her tongue down the length of Cherie's soaking slit towards her ample ass.

"That's it. Good girl," cooed Cherie and rewarded Kelly by squeezing what felt like four fingers into her, making her wince in pleasure. Kelly inserted her tongue as far as she could into Cherie's fuck hole, scooping up the heady flavour and swallowing greedily. Cherie's wet cunt hairs tickled Kylie's nose and filled her nostrils with the smell of Cherie. Her saliva mixed with Cherie's juices and covered her chin with Cherie's slickness. Kelly's tongue explored the smooth valley walls of Cherie's cunt up to the soft hairs framing either side, and then along to the hard nub at the end, which Kelly circled slowly. Cherie moaned in ecstasy through what sounded like a full mouth and Kelly guessed that David was having a good time too.

Kelly lapped at Cherie's cunt, keeping pace with Cherie's fingers pumping into and out of her. Kelly circled her hands around under Cherie's ass and squeezed the cheeks then pulled them apart so Cherie's juices oozed down the crack of her arse, and Kelly followed them with her tongue. Kelly was beyond need now. She was a bitch in heat and had to get off. The rising feeling inside her was growing stronger and she rubbed her face in Cherie's juices enjoying the stickiness on her nose and cheeks. Suddenly, there was an emptiness in Kelly's cunt as she felt Cherie withdraw her fingers again. She moaned pitifully and then cried out as a small finger, slick with her own juices slid into her arse. She returned the favour, dipping two fingers inside Cherie's cunt to lubricate them. Then she feasted on Cherie's clit while she fingered Cherie's cunt with one finger and Cherie's asshole with another.

A small pair of lips kissed Kelly's own cunt and she felt Cherie separate her cunt lips with a probing tongue. Kelly's cunt began to spasm and she pushed herself hard against Cherie's face, humping her nose in desperation, while attempting to lick up every drop of Cherie's fluids. Cherie obliged by tonguing Kelly's gushing hole while hammering a finger into her asshole and Kelly cried out into Cherie's muff. Kelly's body stiffened, her thighs gripped Cherie's head between them and her tongue stretched deep into Cherie's cunt. She let out a strangled half scream, half moan and then collapsed on top of Cherie, enjoying the feel of the orgasm washing over her and the warm soft curves beneath her own.

She felt Cherie's fingers slide out of her and smear themselves along her rump. Cherie was still lapping gently at her clit and Kelly basked in the feel of the warm tongue stroking and caressing her suddenly sensitive clit. Kelly let out a weak moan, that could have been a thank you, but instead of stopping, Cherie's licking began to increase in pace again. Absent-mindedly, Kelly resumed sliding her fingers into Cherie's two holes. She ached in a good way, and while tired she figured she may have enough energy to repay Cherie somewhat.

Instead, she felt the bed lurch and felt something slide along her cunt. Cherie was sucking and tonguing her clit, but the hard flesh poking at Kelly's entrance was too big to be a finger, especially Cherie's. Then she felt David's hand pushing her shoulder into Cherie's hip and realised he was about to fuck her.

She wanted to protest. It was too soon after her previous orgasm and she was so tired now, but as David's cock thrust into her cunt, opening the folds wide like a blooming flower, Kelly gasped at the painful sensation buried somewhere under a new wave of pleasure. She started licking more feverishly at Cherie's clit, and she felt Cherie's expert tongue working her own clit, while David's cock almost withdrew and then started pumping into her with gusto.

The three of them soon worked out a rhythm, Cherie's tongue sliding up her clit towards her ass as David withdrew his cock, then sliding back down again to her clit as David thrust his cock feverishly inside her. His thrust would push her face down into Cherie's cunt, and Cherie would match the thrust with her own, grinding her cunt against her friend's mouth and tongue. Then in no time, David was hammering into Kelly's cunt. She could only imagine his balls slapping Cherie's chin as Cherie awkwardly continued to bath her cunt with her tongue, like a giant pussycat.

The image excited Kelly and she could feel how close David was by the way he gripped her shoulder, his nails digging into her flesh. His other hand wrapped clumsily around her groping for her tits. The wet smacking sound of his thighs driving into her filled the room and excited her even more. Instead of having to work her own clit, Kelly's hands were pushed forward, bracing her, while Cherie's delicate lips toyed gently with her clit, a sharp contrast to David's enthusiastic pounding. Usually at this point David slowed or rested, delaying their pleasure and teasing each other. But Kelly sensed with his iron grip that he had well and truly lost control by now and she was deliciously at his mercy as he pounded her cunt with only one thing on his mind.