Mom's Best Friends

It was about 5 months after I had come back from my trip to Boston and my sex adventure with Carol. I had just rolled into bed. I was working as a security guard and I often had to work third shift. I had gotten home Saturday morning at about 8, had a quick shower, and I was just getting ready to fall asleep when the phone rang. I groaned. I didn't really want to talk to anybody. Mona, my girlfriend, knew not to call me. Besides, I had told her that I'd call her later in the day and see if we could get together. I picked up the receiver. "Hello?" I said irritably.

"Hi David, it's Sheila."

I was surprised. Sheila had never called me on a Saturday before. I was also a little worried—what could be wrong?

"Hi, Sheila, it's good to hear your voice." Every other time she had called, it was to let me know that her husband was out of town and to ask me to come over for "dinner"—with her as the main course.

"I was just calling to let you know that Ron left about half an hour ago and he'll be gone until tomorrow evening. Can you come over?"

"Of course I can—I'll leave right away." I couldn't wait to get into her panties again. "Ron's away until Sunday evening?"

"Yeah, so I hope you have lots of energy for a long weekend." She said this in such a sexy voice that I got an instant hard-on.

"Like I said, I'm on my way."

"Oh, and David?—I've got a surprise for you that I

know

you're going to like. See you soon." Again, her voice held the promise of intense pleasure.

"In about 20 minutes ", I promised.

I hung up the phone and started pulling my jeans on. As I drove over to her house, I wondered what kind of surprise she could have for me. We had done everything we could think of sexually, so I didn't think it was anything like that. She had always dressed in sexy clothes for me, so I didn't think it was some new outfit she had. The way she had said that she had a surprise for me made me think it was something very sexual, but for the life of me I couldn't imagine what. Anyway, I'd soon find out. I was almost there.

I parked about a block away in the parking of lot of a big apartment complex. It wouldn't do to have my car seen in her driveway for two days while her husband was gone. The May sunshine felt warm as I walked to her house with a bulge in my jeans. :I recalled the wonderful feel of nylon stockings full of Sheila's warm legs rubbing against my cock. I carried a sheaf of papers in my had so it would look like I was bringing her some school work, just in case anybody was looking.

After glancing around and seeing no one, I walked up to Sheila's door and knocked. She opened it immediately. I stepped inside, and she wrapped her arms around me and gave me a long, lingering, very hot kiss which I returned with interest. She was a wearing a pink shorts outfit—pink shorts and a matching jacket. Her legs were encased in tan nylons and she was wearing high heels. I could tell from the way her breasts felt as she pressed against me that she wasn't wearing a bra. My cock was ready to slide into her hot pussy.

"I've got a surprise for you," she said in a wicked whisper. "Something you'll like. Something you want."

I couldn't imagine what her surprise could be—I wanted her. I wanted to bury my face in her hairy snatch.

'Is he here?" a voice called from the living room.

My jaw dropped. I knew that voice. It was Carol's. Still holding Sheila close, I walked her into the living room and there was Carol. Here were the two women I loved to fuck , and they were evidently in the mood, because as Sheila groped my crotch, Carol walked towards me, shimmying like a stripper and licking her lips.

"Hi David," she breathed as her soft lips closed over mine.

She was still dressed like an office manager—dark blue pants suit with black high heels and a white frilly blouse, but I didn't care—I knew that those clothes would be coming off soon. Both women were kissing my face now and running their hands over my body, and I reciprocated, kissing female faces and filling my hands with all the lovely , warm, flesh that I could reach.

"How did this happen?" I at last managed to ask.

Sheila replied: "Howard and Carol dropped their girls off at the grandparents for the weekend and came to stay with us. Then Ron and Howard decided to go to the Private College World Series today and tomorrow. They left last night and won't be back until tomorrow night. Carol and I were sitting around talking last night—and we got to talking about you. I tried to call you last night, but nobody answered. Were you out with Mona?"

Sheila often teased me about preferring my 20 year old girlfriend to her. She knew I really preferred her, but I couldn't see her that often because Ron was around and we didn't want to try anything too risky.

Sheila went on. "Carol had told me about you and her, and we decided it would be fun to have a threesome with you. I'm glad I got a hold of you this morning."

"I'm glad you've got a hold of me now," I managed to say before locking my lips over Carol's, who promptly put her tongue deep in my mouth while Sheila was nibbling my shoulders.

The two horny women were moving slowly towards the sofa. When we got next to it, Carol pushed me down on to it and then stood back about two or three feet. Sheila stood beside her.

Sheila started what was to be an incredibly arousing performance by pulling her loose pink blouse over her head an tossing it aside. Her big nipples hardened visibly as I stared greedily a their dark pink sweetness. Carol stepped behind Sheila and cupped Sheila's tits with her hands, pushing them up into mounds that I wanted to take in my mouth.

"Doesn't she have gorgeous boobs," asked Carol, . "Wouldn't you like to suck those nipples?"

My cock was as hard as it had ever been and I simply nodded dry-mouthed, even though I already knew that Sheila had gorgeous boobs.

"Or", began Sheila, moving behind Carol, "if you prefer slightly smaller, more delicate titties, you could try these." And she began unbuttoning Carol's blouse, which when opened, showed that Carol wasn't wearing a bra either.

Boob heaven! Sheila's tanned and heavy knockers with big round dark pink aureoles, or Carols smaller, paler tits that were perkier and had smaller light pink nipples that had become rock-hard as Sheila's hand gently rubbed them. Which ones to suck first?

Carol stood behind Sheila and undid the button of her shorts. They fell to the ground, and Sheila kicked them away with her dainty white strappy, high-heeled sandal. I sucked in my breath at the sight of Sheila's hairy mons with the big purple pussy lips just below it as she thrust her hips forward, pointing her cunt right at me. I wanted to plunge my cock all the way into her until I rammed her cervix.

It wasn't to be. Carol stood up started caressing her pert little breasts, pinching the nipples slightly. Sheila proceeded to undo the button and zipper on Carol's pants and slide them down to her ankles. Carol stepped out of her shoes and kicked off her pants, then stepped back into her sexy high-heeled pumps. There she was- all 5 foot ten of her in high heels with tan stockings held in place by a black lacy garter belt. She had no panties so I could see her reddish pussy lips, already slightly engorged and distended and looking very moist.. But she must have been letting her bush grow, because this time she didn't have a hairless cunt. She had a neatly trimmed rectangle of light brown hair which was already glistening with dew-drops of cunt juice.

"We want you," said Sheila. "To be more precise, we want your cock."

"You can have all of it as many times as you want," I replied with a dry throat. "But I want to taste those delicious pussies as well." God! What a dream! Two middle-aged women , who just happened to be my mom's best friends, standing naked in front of me me except for silky smooth stockings and high heels, telling me they wanted my cock. I had to exercise all my will power to keep from shooting off right there and spraying their delicious bodies with cum.

They sat down, one on either side of me on the sofa and we began kissing each other. I had to turn my head from side to side to taste, first, Carol's hot dancing tongue, and then to the other side to trap Sheila's eager tongue in her mouth and massage it with my tongue. All the time, I kept both hands busy, one on each woman, massaging the softness of their bodies.

Sheila knelt on the floor and began to work my jeans down as Carol pressed me back into the couch and stuck her tongue into my eager mouth. One of my hands found the top of Sheila's head and stroked her hair while the other one went between Carol's legs and started caressing her hairy mound, Every few seconds I would rub my fingers over her pussy lips which were starting to swell, and she would grunt and her tongue would jump in my mouth. I wanted 4 or 5 tongues and equal number of penises, and 8 hand stop be able to enjoy all the female sexuality that was being offered to me. I wanted to suck all four tits, lick both pussies, plunge my cock into both cunts, and caress all four nylon covered legs – all at the same time, not to mention, stroking their hair, caressing their arms, squeezing their asses, kissing their mouths, sucking their toes and endlessly spraying cum all over their gorgeous , moaning bodies. It was sensory overload-- the most frustrating and satisfying thing I had ever experienced.

But I had to start somewhere. So while Sheila knelt on the floor in front of me and nibbled lightly on my cock, I leaned over and began to kiss Carol's nipples. The aureoles had goose bumps on them and the nipples themselves seemed to get harder and harder as I sucked and kissed and licked and teased them, causing Carol to squirm and whimper. Carol put one hand on Sheila's head, which I found in credibly sexy, and the other went down between her legs.

A few minutes later, Sheila and Carol changed places and Carol began to snack on my dick. She didn't want to suck too hard because She didn't want me to cum too quick. Sheila laid down on the couch with her legs spread open and guided my mouth down onto her hairy twat which was already opening by itself. I helped it open even wider by pushing her pussy lips with gentle fingers.

I don't know how long this went on. We were all three careful not to excite each other too much because we were trying to hold off our orgasms as long as possible, but inevitably, someone had to cum. It was Sheila.

We had changed positions several times, and she was sitting on my lap, sliding up and down my pole while I fondled her tits with one hand and with the other I guided Carol's stocking-covered foot to my mouth where I nibbled and licked her toes. Both women were making sexy sounds, letting me know how satisfied they were, as I was myself. I felt an orgasm building in me and I didn't know how much longer I could hold off. We hadn't discussed who got to have me cum in their pussy, and in fact, with all the moving around and different positions we were in, I figured I might blow load in somebody's face or on their tits.

I squeezed Sheila's ample tit, rolling the nipple between my fingers and she suddenly let out a great "aaahhh!" followed by other shorter but no less intense "aah's!" as she began to shake and shiver on my lap. I let go of Carol's sexy foot and wrapped both arms tight around Sheila, holding her tight as she juddered to a stop on my cock. She looked back over her shoulder and I kissed her tongue.

As I did so, I heard Carol gasping and I looked at her only to see her heaving her hips up off the couch with three fingers buried deep in her own pussy, I let go of Sheila with one had and reached over had put it on top of Carol's hand which was sliding in and out of her pussy as she began to cum as well. She writhed on the couch, and I could feel the quivering of her body as my hand continued to cover hers as she brought herself off. Carol was making a completely different sound than Sheila had. She was uttering high-pitched "uuhh's!"n that sounded almost like she was crying.

I didn't want to be left out – I wasn't able to hold back any longer, anyway—and so I told Sheila that I was going to cum in her cunt. I bounced her up and down on my cock until I was squirting a hot load inside her—it didn't take long. Sheila climbed off of me and got on her hands and knees and began kissing and licking my sticky cock. "Save some for me, " said Carol , who had recovered somewhat. She joined Sheila on the floor, both of their mouths searching for my cock and balls. I put one hand on the soft hair of each of them and wondered how long it would be until I was hard enough to fuck these friends of my mom's all over again. In the meantime, I would just lick their pussies until they came again. I slid down onto the floor with them where we all collapsed in a tangle of arms and nylon-covered legs and lips and tits and other smooth , warm body parts. We all needed to rest for a few minutes before we began satisfying each other's lust again,

We lay there in a warm glow of sexuality and dozed off. I woke up when I felt someone move around and a warm tongue began licking my balls and then a sensual mouth took my cock inside and began sucking gently. I didn't know if it was Carol or Sheila, and I kept my eyes closed and tried to guess. I thought it was Sheila who was making me hard again with an expert blow-job, but I wasn't sure. I kept my eyes close as I felt someone else move and the sucking was interrupted as whoever it was moved over and a new mouth began lapping at my rod. I reached out with my hands and found a nylon-covered leg and began stroking it. I was sure this was Carol because her legs were longer and thinner than Sheila's. One of the women moved again, and I felt someone straddling me and lowering their cunt on to my face. This had to be Sheila because her hips were broader than Carol's . Then the pussy was hovering just over my lips and I knew I was right with the first lick because , believe it or not, I could tell the difference in taste between the cunt juices of these middle-aged nymphos.

This was a revelation to me. I had never eaten, two pussies at the same time before, so I had nothing to compare it with. But having so recently tasted Carol's honey-hole and Sheila's wet snatch, I could tell a definite difference. I couldn't

describe

the difference to you, but I could tell. And that surprised me. One was slightly tangier, one was sweeter, but maybe that's not the right way to describe them. Anyway.

It was getting harder and harder to control myself. One hot woman was sliding her cunt over my eager tongue and another was riding my cock , getting me ready to cum again. I hoped that Sheila and Carol were getting ready to cum again as well. I slid my hands off of Sheila's sexy nyloned legs up onto her hips and pulled her pussy down further onto my my probing tongue. At the same time I tried to lift my hips up with Carol's rhythm to drive my cock as deep into

her

pussy as possible. Let me tell you, it's not easy to try to make two middle-aged sex machines cum at the same time. For that matter, middle age has nothing to do with it-- it would be hard with any two females because there's too much pleasure and it's hard to hold back your own orgasm.

Eventually we did—cum together, that is. Well, sort of. Carol started, and once I felt her pussy spasming around my cock I couldn't hold back any more, so I started. Sheila continued to rub her wet slickness over my face and came a minute or two later as Carol and I were coming down off our orgasms. Not bad.

I was there for hours, trying to keep to raging sexual sirens satisfied. It seems as if fucking in front of each other spurred them on to greater stamina, each one trying to prove that they could get me hard again and have another orgasm. They had said they weren't lesbians, and there wasn't any overt lesbian activity, but occasionally one of them would cup the others tits or massage the other's juice-slick mound. I guess it's hard not to touch

both

of the other people when you're in a threesome.

Eventually we were all exhausted. No matter how much I wanted to, I couldn't get it up anymore. I had already shot my last load some time before. As we lay there in a warm tangle of nylon-covered legs and hugging arms and nibbling kisses, Carol and Sheila agreed that they needed to recuperate and give their pussies time to recover from the pounding I had given them. I had no idea what time it was. I had arrived about 10:30, and it was starting to get dark now. "Did you say Ron and Howard would be coming back tomorrow evening?" I asked.

"Ooh," said Carol, "I think the naughty boy hopes to come back tomorrow and fuck us again."

"He'd better," said Sheila, "because we won't have a chance like this again for a long time."

Sheila sat up and spread her legs, asking me to sit between them. Knowing how much I adored her legs, she wrapped them tight around me and put her arms around me and hugged me tight. Carol sat up and slid forward and wrapped her long legs around me from the front and leaned for ward to put her arms around me as well. I was encased in warm female flesh; I looked closely at the slight difference in color between the pairs of stockings that were holding me tight, felt the slight difference in the nylon material, felt the two different sized pairs of delicious tits pressed against me, and concentrated on the warm arms around me and the soft breathing of these two sated women so I could remember the moment forever.

"Maybe I need to come—or is that cum-- earlier tomorrow morning...," I began,

"Couldn't he just spend the night here," purred Carol. "Do you have a bed big enough for all three of us, Sheila?"

"I'm sure we can manage," said Sheila as she licked my shoulder. "I'm sure we can..."