Tales of Elly's Cunt

This is the 3rd chapter of Tales of Kelly's Cunt. If you are just joining this series I recommend reading chapters one and two to get to know Kelly.

The following morning at about 9:30 I was in the kitchen when I heard the door open and Kelly came in. No baggy clothes today.

Kelly was wearing a simple blouse that covered her braless 34 inch titties. I could see the outline of Kelly's pencil eraser nipples through the fabric. She had her awesome ass and legs stuffed into a pair of nice tight jeans. Kelly was showcasing her 5'2 110 pound frame nicely. With just a touch of make up and her long blonde hair tied back you would think she was in her forties instead of fifties.

Kelly grabbed a chair, and after sitting down and without even saying good morning demanded "What's the surprise you mentioned yesterday Jim? I know it involves sex and I barely slept wondering what it is."

Taking Kelly's cue, I got right to the point "Leah from the lingerie shop heard us fucking in the fitting room yesterday. She will be here in a few minutes and wants to have a threesome with us." I told her.

Kelly's face went through a range of emotions in seconds. Shock, surprise, and finally disbelief. "No fucking way!" she stuttered "Are you serious?"

Looking straight into her big blue eyes I replied "Serious, she will be here shortly, are you in?"

Instead of answering Kelly stood up, walked over to me, took my hand and placed it between her legs. I was like holy fuck! I could feel the heat of her cunt through the fabric of the jeans. My half hard dick twitched at the feeling.

"Does that answer your question?" she asked, then added "I've never had a threesome with another woman though."

Before I could respond the doorbell rang. On my way to open the door I told Kelly "That will be Leah, just relax and go with the flow babe. You will be fine."

Opening the door my dick didn't twitch, it jumped at the sight of Leah standing there. Brunette hair hanging loose to her shoulders. A print blouse with the top three buttons undone showing the top of a white lace bra that her 36 inch tits were straining to get loose from. Tanned legs extending out of a pair of ass sculpting running shorts. Leah was taller then Kelly at 5'6, maybe 10 pounds heavier, and though in her forties, could have passed for a far younger woman. I couldn't wait to see her naked.

Leah smiled as she came in. As I closed the door she gave me a hug and a quick kiss. "I can't wait to get into bed with the two of you." she murmured after taking a fast peek at the bulge in my crotch.

Looking into her beautiful brown eyes I whispered back "Just a heads up, Kelly has never had a threesome with a woman before and she loves the word cunt."

Leah nodded and smiled and I led her into the kitchen where Kelly was now standing by her chair. Leah walked directly over to Kelly, gently put a hand on each side of Kelly's head, then locked her mouth tightly onto hers. I could see Leah force her tongue into Kelly's mouth and was relieved when Kelly grabbed Leah's head and returned the kiss.

Leah finally broke the kiss and looked directly into Kelly's eyes and softly said to her "Lets go to bedroom baby, I want to lick your body then tongue fuck your cunt till you explode."

Kelly grabbed Leah's hand and quickly led the way to the master bedroom with me following behind.

Once in the bedroom Kelly reached to to unbutton her blouse but was stopped by Leah. "Thats my job Kelly. We are going to undress each other, OK? Leah told her.

I took a seat in my reading chair to watch the show and wait for an opportunity to jump in.

Leah reached out, unbuttoned Kelly's blouse then pushed it off her shoulders. As it fell to the floor Kelly's pert little titties made their appearance. Leah began to lightly trace circles around Kelly's nipples as Kelly began to unbutton Leah's blouse.

Kelly finished unbuttoning Leah's blouse and pushed it off. Leah's white lacy bra was now the only thing covering her tits. Kelly reached out, undid the front clasp and Leah's 36 inch titties burst free. Nipples the size of little corks already hard and demanding attention.

Kelly reached out and gently took a nipple and began rolling it between her fingers. "That feels so nice Kelly." Leah whispered to her. As Kelly was massaging her nipples Leah undid Kelly's jeans. She slid them slowly over her hips, then pushed them down Kelly's legs till they were on the floor. Squatting down Leah removed Kelly's sandals then freed her from the jeans.

Leah stood back up and stared. Kelly was now naked except for her thong. "Oh my Kelly." Leah murmured "That thong frames your cunt perfectly, I can see your clit through it."

Kelly smiled a thank you and started to push Leah's shorts off. Leah gave her ass a little wiggle and they fell to the floor. As Leah stepped out of them Kelly gasped, Leah was wearing the tiniest thong imaginable. See through fabric with tiny birds and flowers embroidered on it. Leah's narrow landing strip poking out over the top of it.

"Oh my god Leah!" Kelly exclaimed "Your thong is beautiful! I didn't see that at your shop yesterday!"

"They came in right after you left." Leah explained. "It was so pretty I had to have it." Reaching into her bag she pulled out a little box and handed it to Kelly "I bought one for you too."

Kelly pulled Leah in close for a hug and gave her a lingering thank you kiss. Both women were starting to breath a little faster as their desire for each other rose. They quickly shed the thongs and got onto the bed.

It was quite a sight, Kelly's petite almost alabaster body next to Leah's tanned athletic one. My cock was full hard and wanting in on the action but it wasn't time yet.

The women lay on their sides facing each other. I watched as they started kissing, first gently, then with a passion that surprised me. Their hands were exploring each other and as fingers found clits there were audible gasps.

Kelly pushed Leah onto her back and started licking her way down Leah's body. She gently bit Leah's neck, and then continued down, her tongue leading the way. She stopped at Leah's titties sucking each nipple into her mouth before grasping them between her teeth and chewing on them. With Leah whimpering, Kelly left her titties and continued down. She got to the indentation for Leah's bellybutton and gave it a thorough tongue fucking.

Leah was breathing hard and fast by this time and was braced on her elbows watching Kelly's blonde head as it left her bellybutton and neared her cunt. "No!" Leah cried out as Kelly bypassed her cunt. "Eat me Kelly! Please, I need you to eat me!"

Ignoring Leah's plea's, Kelly licked her way slowly down Leah's thighs switching from leg to leg, past her knees, down her calves' and finally to Leah's feet. Kelly got on her knees, took one of Leah's feet and looking straight into Leah's eyes slowly licked her foot from heel to toe before sucking on each toe.

"So sexy." Leah gasped "That is so fucking sexy."

Kelly, with an evil grin picked up Leah's other foot and repeated the act. She let that foot drop and with no pause spread Leah's legs, dropped to her stomach and locked her mouth onto Leah's pussy.

"Eat me Kelly! Oh my fucking god eat me!" I heard Leah moan as she bucked her hips into Kelly's face.

Kelly willingly obliged, alternating between Leah's rock hard clit to her dripping cunt. As Leah's cries of pleasure got louder I saw Kelly reposition herself so her pussy was over Leah's face. Leah grabbed Kelly's ass and pulled her down until Kelly's cunt was rubbing her face. Kelly was bucking hard as Leah's tongue found her clit.

I could see Leah was on the verge of cumming and Kelly knew it to. She was locked onto Leah's clit and wasn't letting go. I watched fascinated as Leah's orgasm overtook her. She thrust her hips up and squeezed Kelly's head tight between her muscular thighs.

"I'M CUMMING! OH FUCK ME I'M CUMMING!" I heard her yell. "EAT ME KELLY! DON'T STOP! FUCK I'M CUMMING!"

Leah's body shuddered as her orgasm subsided. Instead of relaxing her thighs and letting Kelly go she did the opposite. Leah clamped her thighs tighter around Kelly's head, grabbed her ass cheeks, and rolled over so she was now on top.

Leah was no stranger to eating pussy and it showed, she would slowly lick the entire length of Kelly's cunt, tongue fuck her hole, then lick her way slowly back to Kelly's clit. Leah was paying special attention to Kelly's clit, putting it between her teeth and chewing lightly on it.

Kelly was loving it. Leah still had her cunt in Kelly's face so I couldn't make out words, but the groans and gasps and fingernail marks in Leah's ass told the story.

Leah pulled her face away from Kelly's cunt for just a moment and got my attention. She motioned towards her bag on the floor. I looked in the bag and knew what she wanted. Smiling I retrieved a 6 inch bullet vibrator and handed it to her.

With one hand Leah spread Kelly's cunt lips apart as far as they would go, the hand holding the vibrator was heading for Kelly's clit. Leah gently put the vibrator on Kelly's clit. In one quick move I watched as Leah turned the vibrator onto high and pushed it down firmly.

Kelly got her face away from Leah's cunt so she could get a lungful of air and practically scream "FUCK! MY CLIT! OH MY FUCKING GOD YOUR KILLING ME! STOP PLEASE! NO DON'T STOP! FUCK I'M GONNA CUM!"

Kelly's back was arched completely off the bed, her orgasm almost there. Leah knew it and to push Kelly over the edge she took the vibrator off Kelly's clit and shoved it into her cunt still on high. Fucking Kelly fast with the vibrator she sucked the now exposed clit back into her mouth. That was all it took, Kelly locked Leah's head into place with her thighs and started to cum.

"I'M CUMMING LEAH! OH FUCK! I'M CUMMING! FUCK ME LEAH! SUCK MY CLIT! OH MOTHERFUCK I'M CUMMING!" Kelly continued to scream.

Kelly's quivering body finally fell back onto the bed. Leah pulled the vibrator out and shut it off. She wrapped her arms around Kelly's ass and pulled her into a tight hug her face resting on Kelly's now spent cunt.

I knew it was time for me to join in and I stood and quickly stripped. Leah turned her head to watch and let out a gasp as my cargo shorts hit the floor and 8 1/2 inches of hard man meat came into view.

Her eyes wide she looked up at me and breathed out "Holy fuck Jim!"

I grinned at her as I got on to the bed. Grabbing her ass, I pushed her up onto her knees and spread them apart. As I spread her legs Leah's cunt lips opened wide displaying her moist hole. Her pink cunt was a sharp contrast to her deeply tanned ass.

I looked down between Leah's spread legs and saw Kelly's eyes watching intently. "Kelly, rub my cock in Leah's slit, get her ready for a good fucking baby." I told her.

Kelly reached up, wrapped a hand around my cock and pulled me towards Leah. She got my cock in position and started rubbing it up and down Leah's slit. Kelly paid special attention to Leah's clit, rubbing my cock back and forth on it before pushing it back towards Leah's waiting hole.

Leah was whimpering and thrusting her ass back trying to get my cock into her. Kelly would let her feel just the tip and then pull it away, moving it back to her clit. I could see Kelly was enjoying the torture she was inflicting.

"Are you ready Leah?" Kelly finally whispered "Do you want Jim's cock in your cunt?"

"Yes, oh fuck yes, I want it, I need it, please stop teasing!" Leah pleaded.

Kelly slid my cock back to Leah's cunt and this time I pushed. Kelly moved her hand and I sunk the full length of my cock into Leah with one long stroke. It felt like my dick was in warm butter. Leah's cunt had an amazing feel to it. Hot, soft, tight, wet and inviting.

Leah let out a soft grunt as my cock hit bottom. I gave her a minute to get used to it and watched as her tanned ass wiggled as she found a comfortable position. Leah's cunt muscles were lightly squeezing my dick as it lay in her. Having just watched the two women get into each other and now feeling Leah's cunt trying to milk my dick I knew this wasn't going to be a long fuck.

To make matters even worse I could feel a breeze on my balls. Kelly had pulled herself up and was softly blowing on Leah's clit and my balls. I pulled my cock out until just the head was left in and then shot if forward. I could feel Kelly's hot breath along the full length of my shaft on every stroke. Every time I bottomed out Leah tightened her cunt around my dick.

As I was driving my cock in and out of Leah I saw Kelly's hands frantically moving around the bed like they were looking for something. I was somewhat confused until her right hand found the discarded vibrator and clutched it. I smiled to myself and thought "Oh Oh, paybacks a bitch."

After maybe ten strokes Leah raised her head from Kelly's cunt, looked over her shoulder at me and said "Fuck me like you did Kelly in the dressing room Jim, fuck me hard."

I didn't have to told that twice. Not having to worry about being quiet and getting caught, I pulled back and slammed back into her. I picked up the pace fucking her hard and fast.

"Fuck, oh fuck Jim, yes, that's it, that's the way I want it!" Leah gasped. "Don't stop, I'm gonna cum. Cum with me babe, please come with me!"

"Cum Leah, I'm ready to fill your cunt, cum for me Leah, show me what got hun." I managed to grunt out as I steadily pounded my cock into her.

"I'm, I'm ready, almost there, almost." was the last thing Leah managed to get out before Kelly put the vibrator on her clit and turned it on high. Leah's body must have jumped 6 inches when the vibrator hit her clit. The only thing that kept her on the bed was Kelly's arm around her ass and Kelly's thighs locked around her head.

"FUUUUCCCCKKKKK! Leah wailed, "NOOOOO! FUUUUCCKKK! ITS TO MUCH! STOP! OH FUCK! OH JESUS!"

Instead of stopping Kelly pushed the vibrator down even harder on Leah's clit.

"I'M CUMMING! OH MOTHER OF GOD I"M CUMMING!" Leah screamed out as her orgasm gripped her.

Kelly took the vibrator off Leah's clit and watched as Leah's body shook as her orgasm took hold of her.

With one last thrust I buried my dick as far into her as I could and let my load go. "I'm cumming Leah, I'm gonna fill your hot cunt with cum babe." I told her.

"Yes, oh fuck yes, I can feel it, fill my cunt Jim, empty your balls into me!" Leah managed to whimper still in the midst of her own orgasm.

With one last twitch I felt the last of my load spill into Leah. Breathing hard I slowly pulled my dick out. I looked down and watched, astonished, as Kelly lapped up the cum that was dribbling out of Leah.

Leah, spent, collapsed on the bed and rolled onto her back breathing hard. Kelly scrambled up, got face to face with Leah and kissed her, forcing Leah's mouth open. Leah's eyes opened wide as Kelly forced her to take a mixture of her cum, my cum, and Kelly's spit into her mouth. Kelly kept her lips locked on Leah's until Leah swallowed.

Kelly satisfied, broke away and lay beside Leah. I made my way up the bed and got between them pulling them both close. The three of us lay there catching our breath. I saw Leah's hand travel down to her cunt. She winced as she touched it.

"Little sore?" I asked her with a grin.

"Just a tad." she replied "It will be fine after I soak it in a nice hot bath."

I looked over at Kelly and cleared my throat and said "Um Kelly, got some news for you that you may not like."

All concerned, she looked back at me "What is it? Is it bad?"

I explained I was leaving the next day and would probably be gone for a month.

"No!" she cried out "What will I do for cock?"

I suggested our neighbor Bill and that got me a real skeptical look.

"He has to be over 70 Jim, I doubt he can get it up anymore." Kelly stated in a pout.

"I will leave you a bottle of Viagra, give him one, wait two hours and he will fuck you silly." I told Kelly.

Leah had listened to this exchange and knew Kelly was a little upset. "Kelly," Leah whispered "Bet I can get Jim's cock in my mouth before you can."

That got Kelly giggling and she dove down to beat Leah to my dick. Leah beat her and had my dick rubbing the back of her throat already so Kelly settled for sucking on my sack. I watched as Leah would stop sucking and start licking my shaft. Kelly would join in and of course their tongues would meet at some point so they would start kissing each other with my cock in the middle of it.

Leah started to shift her body around until she was straddling me. I figured she wanted her cunt eaten so made a move to get my face next to it. She moved her cunt away and then as her tight little asshole came into view I knew what she wanted. I blew lightly on her rosebud and she sighed. I got as close as I could and tried to stick my tongue in it.

"Oh yes, rim me Jim, eat my ass, I love having my ass eaten baby." Leah whispered hoarsely.

"Kelly, I want to watch you fuck Jim while he rims me, put his cock in your cunt and ride him." Leah told Kelly.

Kelly was up and over me in a flash. In one stroke she sat down and took everything I had into her sloppy wet cunt. I had a mirror mounted on one wall of the bedroom and out of the corner of my eye I could see the action. Kelly riding my cock, Leah getting rimmed and the two of them kissing and fondling each others titties. It was an awesome sight.

It wasn't but a few minutes and Leah shifted and now her cunt was in my face. She spread her legs further apart and her cunt opened up. I went right for her clit.

"Yes!" she gasped out "Eat me, eat my cunt you motherfucker, make me cum goddammit!"

Kelly heard this and started fucking me faster and harder. "Leah, I'm going to cum, I want you to cum at the same time, cum with me Leah!" Kelly was begging Leah.

"Yes baby, I'm there, let it go Kelly, let it go honey!" Leah gasped out.

Leah got her mouth onto Kelly's just as the two of them came. Their screams of pleasure were muted by their furious kiss. It was all I could take and my balls let loose for the second time, this time filling Kelly's cunt.

Both women collapsed back onto the bed and all three of us were gasping for air trying to get our breath back. As our heart rates slowed back to normal we just lay there quietly, the women drawing lazy designs on my chest with their fingers.

Leah let out a little laugh and I asked her what she was thinking about.

"Yesterday." was her reply "You two decide to use my shop as a fuck stop and look where it got us."

"Regrets?" I asked her.

"Fuck no!" she laughed "But you best be calling me or stopping by when you get back from your trip!"

Leah stretched herself out like a cat then propped herself up on one elbow and asked if she could use the shower before leaving. I told her of course she could.

Leah got up and started for the bathroom. She stopped at the foot of the bed and pointed at Kelly "Come with me Kelly, we have some unfinished business to take care of honey."

Kelly giggled, bounced off the bed and the two them disappeared into the bathroom. The shower started and I could hear snatches of laughter, giggles, and a series of moans, gasps, and whispers over the sound of the water.

I got up and got dressed and went to the kitchen to wait. The two of them sauntered in about thirty minutes later, dressed and eyes glowing.

Leah walked over to me, gave me a kiss and whispered "Your cum tastes really good in Kelly's cunt." She stepped back and started for the door giving us both a wave as she left.

I looked over at Kelly and she looked pretty despondent. I felt kinda sorry so I asked her "Since it may be a month or so till | get back, how about we go out for dinner and drinks and you spend the night?"

Kelly thought that was a great idea. We went out that evening, had a great time, got back to my place, fucked, and fell asleep. The next morning I got up at dawn, looked down at Kelly peacefully sleeping, got my stuff and headed for the door. I stopped at the table and left a note for Kelly to please lock up when she left and that I would call her.