The Sleep Over 3

My wife and I have always had a great sex life fueled by fantasy. Each of us has our own 'favorite' fantasy. I would love to see her with another man's cock in her mouth. I visualize her unbuckling some guy's pants, dropping them to the floor and taking out his cock to suck on. She gives fantastic blow jobs and I'd like to watch her pleasure another man the way she pleasures me.

She, on the other hand, wants to see me with another woman. She would tell me how much she'd like to see me sucking tit, getting sucked and watch me finger and lick another pussy.

We live in a small, conservative town where everyone knows everyone, so that complicates the matter. We always told ourselves that we'd have to find just the right person. Someone we knew, as well as someone we could trust with our little secret. We've also agreed that all activities be mutually agreed on before we do them.

One night a mutual friend, I'll call her Amy, called. She was very tired and had an early class in the morning. She was wondering if she could crash at our house so she didn't have to far to drive. We, of course said she could. Amy was one of the people we had fantasized about from time to time. She had great, perky looking tits, was someone we could trust, and was good looking.

Amy was about 45 minutes out so we sat to watch TV until she got there. While watching TV we got a little distracted and started making out. While I was sucking TJ's tits she started telling me again how much she'd like to see me on someone else's tits. Amy's name came up in the conversation as being someone we'd love to fuck. As the time grew closer to Amy's arrival, TJ told me that the night was open to whatever happened. She asked me to see what I could make happen. I suggested that since it was late, it would be completely appropriate for her to be in her pajamas. I suggested she wear this cute blue number I like. It was very low cut and did a terrible job of keeping TJ's tits covered. She agreed and went to change.

A few moments later, Amy arrived. While we were talking Amy mentioned how stressed she was and how sore her neck was. TJ told her to sit on the floor in front of me so I could rub her shoulders. I gladly obliged and Amy placed herself against the couch and between my legs. TJ sat beside her and the two women talked while I began massaging Amy's neck and shoulders. She told TJ on a couple occasions how lucky she was to have me. Her husband barely touched her. TJ told her she got a neck or back rub every night if she wanted.

Amy excused herself to go into the bathroom to change into her pajamas. She came out wearing what amounted to an over-sized T shirt. Nothing sexy by any means but her nipples protruded quite nicely from beneath the shirt. She sat down in front of me again and I began to massage her shoulders. This time I began to take a little more liberty and slipped my hands under her shirt to rub her shoulders. At first she protested, but TJ assured her that there was no problem on her end. As I rubbed her neck I began moving my hands gradually forward. TJ asked if it was okay for me to touch her. Amy was a bit shocked by the request but eventually let me reach down and cup her firm tits with both hands. I felt her nipples getting harder with my touch and looked at TJ to make sure everything was okay. I could tell it was.

I took one of my hands out of Amy's shirt and reached over to pull TJ closer. Once she slid over I was able to massage her tits as well as Amy's. I couldn't believe how lucky I was to be able to hold two women's breasts at the same time. I rolled each nipple gently in my hand and heard both women moan as they slid closer to each other. Amy commented on how lucky TJ was to get this whenever she wanted.

After enjoying their tits in my hands TJ suggested that Amy lay down so I could rub her back. Amy agreed and as she moved forward to lie down I pulled her shirt over her head. She was a bit taken back but I assured her it was only to have a better, deeper massage. I looked over at TJ. We both were admiring Amy's tits as she lay down. They were full, firm and her nipples hard and erect.

I began at her shoulders and moved down her back taking every opportunity to slide my hands onto her side to feel her tits. Each time I moved down I went lower, taking a little more time around her ass and sliding my fingers up her inner thighs. Amy was sure to keep her legs tight together, a sign she wasn't interested in more. I didn't push it but each time I tried I felt a little less resistance.

TJ asked her if she felt any better. Amy said she did but her head still hurt, almost like a migraine. TJ suggested she roll over so TJ could massage her temples. I say a glint in Tj's eyes as I moved over and she helped Amy roll onto her back. Amy's eyes were closed allowing TJ and I to admire her tits. This was TJ's first time seeing a naked woman in a sexual way outside of the porn we'd watch on occasion. She was obviously impressed with Amy's breasts!

I watched TJ begin to massage Amy's temples and move her hands down her neck. Each time she'd move a bit lower, touching Amy's breast but avoiding the nipple. I felt my cock stiffen in my pants as I watched my wife caressing a woman's breasts. TJ asked me to take over for her so she could go to the restroom. I moved my hands to her neck and then down. I told her how beautiful her tits were. I said, "I bet your husband enjoys sucking these great nipples."

Amy responded that her husband rarely paid any attention to her breasts. I asked if she liked them sucked and she said she did. I knelt down and began sucking her nips. About that time I caught TJ entering the room. I glanced up and saw her approving look. She knelt on the other side of Amy and began caressing her other tit. Then TJ bowed down and took her first taste of a woman's breast. I stopped for a moment watching her suck and roll the nipple. I looked at her own tits hanging freely in her nighty. I moved my hands up and down Amy's stomach and squeezed her tit. Then I reached over and pulled TJ's nighty over her head. She was now wearing nothing but a thong and Amy nothing but her panties.

TJ continued to gently move her hands over Amy's upper body, occasionally stopping to squeeze her breast. Amy told us she couldn't believe this was happening and even though she didn't think it was right, didn't want us to stop. TJ lay down beside Amy and began to openly concentrate on Amy's tits. I watched as she pushed her own tits against Amy's.

I slid my hands down and slipped my finger between her legs feeling her wetness. Amy didn't offer any opening at first and I didn't push it. Her legs remained tightly together as ran my hands up and down her body, stopping each time at her tits and crotch area while TJ caressed her from her own side. Amy turned towards TJ and said something in her ear and both girls giggled. Then TJ reached up and they kissed gently at first, then more passionately. I watched TJ's tongue disappear into Amy's mouth. This time, as I stopped at her crotch, Amy slid her legs apart.

I took the opportunity to slide my finger under the elastic of her panties and towards her clit. She was clean shaven. Again, I looked at TJ. She was smiling as she watched my finger disappear into Amy's pants. I ran my finger between her lips and then gently slipped it partially into her cunt, enjoying the feel of her wetness. I moved down to her feet and pulled her panties off. This gave me full access to her wetness. TJ straddled her, pushing her crotch against Amy's leg. I took the opportunity to slide my hand up TJ's leg as well. She welcomed my advance and I slipped my finger in her pussy as well. I gently finger-fucked both women and watched them kiss. Amy was now gently caressing TJ's tit as well.

TJ broke away from a kiss and motioned me to come close to her. She whispered softly, but loud enough for Amy to hear, "I want to watch you eat her." Amy sighed when she heard it and I was more than willing to oblige. I positioned myself between her legs and pushed my face between her legs. While I worked her lips and clit with m mouth and tongue, I didn't forget my wife. I continued to finger fuck her gently and slowly. She started to push harder and faster against Amy's leg. I know she was close to coming so I held my fingers deeply inside her, letting her work me as felt best for her. Amy started to moan as well. TJ slid up and laid on Amy. They both pushed against each other as I finger-fucked both of them, getting a great view of TJ's ass and Amy's cunt. Both women came with my fingers deeply inside them.

Soon they slowed down, and rested lying on top of each other.

Amy whispered something to TJ and both women giggled again. TJ moved to a sitting position and Amy sat up as well. TJ said, "We've decided it's time to even up the odds. I want to watch Amy undress you. You are at her mercy."

"Alright," I responded. Amy told me to stand up. She stood up as well and moved towards me. She pulled me close to her and buried her tongue deep into my waiting mouth. We kissed as I felt her pull my ass tightly against her naked body. She slipped her hands between the elastic I my shorts and pulled them down to my ankles as she knelt in front of me. She pulled my hardening cock out of my underwear. "Hmmmm, nice," She smiled as she ran her hands up and down my shaft. TJ watched as she stood up and pulled my shirt off. She pressed herself against me and I felt her grind against my member.

After grinding on my cock for a few minutes, Amy knelt down and grabbed my throbbing cock. She pulled my hips towards her and TJ and I watched me disappear into her mouth. TJ moved closer to watch. She slid her hands behind me and grabbed my balls from behind and caressed them gently watching Amy suck me as her breasts moved in rhythm. TJ took the opportunity to squeeze her breasts while she sucked me off.

Amy stopped and motioned for me to lie back on the floor. Both she and TJ started playing with my cock. TJ had her ass towards me and I pulled her to me. She straddled me and sat on my face allowing me to lick her pussy as she watched Amy licking and sucking my cock. TJ started to moan slightly and began to rub her own clit until she came. It was a huge rush to feel her cum in my mouth.

As she came out of her orgasm TJ pulled Amy towards her. I heard her whisper to her, "Fuck my husband for me."

Amy moved forward and TJ reached down and guided my throbbing member towards Amy's wafting pussy. I felt my cock enter her womanhood. Hmm. It felt so good. As Amy started to move her hips TJ looked down at me. "Don't cum. I want some of you too." She moaned.

Amy rode me until I was close to cuming. She moved off me and she and TJ started to kiss. TJ pushed Amy back to the floor and climbed on her. They pushed against each other, grinding their hips against each other. I had the view of Tj's Ass and Amy's cunt once more. This time, I took advantage of it. I moved in behind TJ. She lifted her hips and allowed me to enter the backdoor. I rammed my cock hard into her and TJ moaned "Fuck me. Cum in me baby. I want to feel your hot cum fill me." While Amy grabbed TJ's tits I continued to ram her until I felt my hot sperm fill her hole.

TJ collapsed on top of Amy as I continued to slide my cock in and out of her cum filled hole for a few minutes and pulled out. I watched my cum drip from her pussy and onto Amy's waiting cunt. TJ sat up and started to rub her clit using my sperm as her lube. Amy watched and soon was also rubbing her clit. Within a couple minutes both women were cuming as I watched them gyrate on the floor and enjoying seeing their tits moving back and forth while they moaned. After they both pleasured themselves they positioned themselves to rub their clits together for one last orgasm before both women slumped in exhaustion beside each other.

After the three of us had regained our composure the women got up to go to the bathroom. TJ came out first and came up to me and held her naked body against me. She was beaming as she held me close. I asked if it was everything she'd imagined and she told me it was that and more.

"I have just one more request of you though," TJ said, "Amy and I are wondering if you'd be willing to give up your half of the bed so she could sleep with me tonight. Fortunately we have a comfortable couch and I had plenty of memories to keep me warm.