"Oh, my God! Let's make a sandwich out of Steve!" At first it didn't register what was being said as much as the fact that it was being shrieked very loud and very close as I was sound asleep. I opened my eyes to the dim light shining in from the living room through the doorless opening between there and the bedroom of the little servant's quarters house we were renting. There at the foot of the bed stood my wife, Linda, and her best friend Joanne. As more sleep lifted, I realized where Joanne was staring. I was naked (it was a warm night), uncovered, and with a boner. I glanced at Linda and she was obviously on the verge of laughter. What could I do? I threw my arms wide, smiled my most compelling smile, and said "Take me!" Linda burst out laughing, immediately followed by Joanne. "OK, the girls have had their fun" I thought and started to pull the sheet over me. "Why bother?" Joanne asked, "There's nothing to hide anymore." I lifted my hands and shoulders in a "why not" shrug, said "OK". Placing my hands under my head I closed my eyes to go back to sleep, as if that were possible with the thoughts racing through my head and loins. My dick twitched and I wondered if they saw it.

As I lay there with my eyes closed I heard zippers and the rustle of clothes. "No way", I thought in disbelief. Joanne was a good looking woman, about twelve years older than Linda with two daughters, one 18 and one 16. I have to confess, I'd had fantasies about each of them, the typical guy thing. She and Linda had been best friends for a few years. We'd played volleyball, basketball, and keep-away in the river, done Twister games together, and the three of us even platonicly snuggled to keep warm a couple of nights during a late fall camping trip, but there had never been any hint of anything like this. When I felt the water bed dip on one side, immediately followed by a dip on the other, I placed my arms out again and was rewarded by bare breasts against my sides, one hand on my chest, another on my cock, and kisses on each side of my face. I could tell Linda was on my right because of her larger breasts. It was her hand stroking my cock.

Linda kissed down my neck and chest to nibble and suck on my nipples as Joanne's tongue snaked into my mouth. "Well, hell" I thought, chuckling inside, "I'll just lie here and be a piece of meat." Yeah, right. Joanne's hand slid down my stomach and joined Linda's on my cock. Linda then moved her hand on to my balls as I spread my legs, draping mine over theirs to allow her more room. Each of my hands was stroking the small of their backs in slow circles, occasionally drifting down to the top of their ass cracks which was as far as I could reach. I could just get the tip of my middle fingers into the tops of their cracks. I wiggled them around to give the girls the idea I would like to play a greater part. Joanne pulled her head back slightly and whispered, "I bet you'd like to touch my pussy, wouldnât you?" "Touch, hell. I want to eat it!" I replied. I felt a shudder pass through her as my wife nipped my nipple causing my cock to jump in Joanne's hand.

As Joanne sat up, Linda brought her left hand to my face. It was soaking wet with her juice. "See who's best" she said as she slipped her fingers into my mouth. I cleaned her nectar from her fingers with my tongue and lips as Joanne watched, open mouthed and eyes glazing. Once her fingers were clean, Linda turned her attention to my cock with her amazing oral talents. Joanne straddled my shoulders with her calves under my arms and leaned forward with her head over my wife's bobbing one. Her pussy hair was trimmed very short, her labia were spread, liquid seeping from her well, and her clit was erect and begging for attention. I placed my hands on her ass and as I massaged it in slow circles, I brought her pussy down to my mouth. She twitched as I lapped at the opening, spreading her leaking liquids around, over her lips, and up near her clit, but not quite there. She was delicious, her flavor and odor that of woman in heat, like my wife's, but distinctly her own. I slipped my tongue in as deep as it would go. She groaned and ground herself against my face. My mustache became soaked and I could feel the excess squeeze out and run down my cheeks to my ears. Pushing up, I lifted her slightly off so I could move to her clit. I moved my hands down and spread her lips wide as I flicked the tip of my tongue around, slowly working my way toward the prize. She shuddered a few times, continuing the grinding motion against my hands.

It was then I felt my wife's mouth leave my cock. Geez, I was so focused on the novelty of Joanne's pussy that I'd lost notice of the blow job. I felt Joanne straighten up over me as Linda straddled my hips and lowered herself completely down onto my cock in one smooth motion. Joanne shuddered again and a new surge of her juice flowed out onto my face and into my nose. I exhaled through my mouth and Joanne shuddered yet again. Hmm. Sensitive. I moved my hands from her ass around to her breasts, noting how they were smaller and less firm than my wife's, but with larger and harder nipples. As I massaged her breasts, pulling and rolling her nipples, Joanne continued to rock her pussy against my face as my wife pumped herself on my cock, pulling up until I was almost out, then dropping to bury me fully into her and gyrating to scrub her clit against my pubic hair. Both women were groaning and we were all breathing heavy and ragged. Lindaâs pussy around my cock was squishing and the bed was sloshing, but all I could smell and taste was Joanne's heat.

I moved my right hand to Linda's breast, marveling at the differences between the two women. From the angles they were at, I wondered if they were kissing. When I moved my hand to Linda's other breast I found it already occupied so I trailed my finger down Linda's stomach to between her legs. Joanne was keeping her clit just out of reach of my tongue, so I let her have her way. When Linda bottomed herself on me, I began massaging her clit with my finger. This brought a muffled nasal cry from her as her body jerked at the contact. Yep, they were kissing. I felt Linda's pussy gush more liquid around my cock, felt it run out into my pubic hair and down my balls, noticing for the first time that the sheet under my ass was wet from her. She rocked herself against my fingers as Joanne moved herself back slightly to allow me nearer, but not quite to, her clit. I had her juice in my nose, my ears and all over my face, and I was sure the pillow under my head was as wet as the sheet under my ass. The three of us were trembling and sweating.

Moving my hand further in, I slipped two fingers along side my cock in Linda's pussy, feeling her shudder and hearing another muffled groan. I held them there as she pumped up and down a few times until they were soaked, then lifted them to the ladies' joined mouths. Two tongues went to work on them as Joanne's pussy released another surge of her own nectar and she slid back until my tongue and mouth gained full access to her clit.

"Ahhhhhhhhh" she cried as her teeth came down on one finger just over the threshold of pain and her body convulsed. A flood of liquid drenched me, completely plugging my nose. She sat hard onto my face as my lips closed around her clit, sucking it into my mouth so my tongue could work on it. I was having to hold my breath, but I really wasn't noticing. Her hands dropped to my belly as she bent over in her climax, shuddering and jerking with an unbroken string of cries and guttural sounds punctuated with an occasional "God" and "Fuck". I felt her fingernails digging into me and wondered if she would draw blood. Suddenly she lifted, breaking contact with her clit and held that position for a moment as her shuddering continued, liquid still dripping down onto my face. Her pussy was gaping wide open as if she'd just been fucked by a baloney roll and I swear I saw her clit throbbing and twitching. Then her teeth let go of my finger and with a loud sigh she rolled over to my left side, onto her left side. Her right hand stroked my belly where she'd gripped it and said "I donât remember ever cumming that hard. Oh, dear God."

I opened my eyes and saw the expression on Linda's face just as her own climax hit. She slammed down hard, her eyes rolled back in her head and she let out something between a squeal and a scream, a sound she'd never made before. No shudders, no tremors, her body went rock rigid for a few seconds as her pussy spasmed on my cock and her fluids gushed out like she was a fire hose. The sound diminished into a groan as she softened and her eyes returned to focus on me. She stared in what appeared to be disbelief, her mouth open, her breasts heaving with her panting, Joanne's hand stroking her right thigh. Grasping her hips, I began pumping into her soaked and lax pussy. It sounded as if I were walking across a flooded carpet. God, I needed to cum. After the amazing cum those two had, I had to cum, too. And soon. I drove into her as hard, fast, and deep as I could, causing her breasts to bounce and swing. She weakly responded with her own matching actions as best she could. Our gazes were locked, but I saw Joanne's hand reach up to massage Linda's breasts.

With a groan, Joanne sat up and moved around so her mouth could attend to my nipples, taking a cue from Linda's actions in the beginning, I suppose. Her actions sent electric shocks into my groin and I could feel the explosion building. My driving into Linda increased. Joanne lifted her head to look at Linda. "I want his cum" she said. Linda stared at her as if she couldn't comprehend. "I want his cum" Joanne repeated, slightly louder. More shocks to the groin and what appeared to be a slight nod from Linda. Joanne returned her attention to my nipples, her mouth on my left one and my right one between the fingers of her right hand as she stared into my eyes. Then she brought her left hand up and showed it to me. It was wet; with her. Never taking her gaze from my eyes, she moved her hand into my wife's open mouth. Linda began sucking on her fingers and that was it.

I yanked down on Linda's hips as I drove up with all my strength, causing a loud clap as our bodies met. "Gaaaaaaa" I cried. Linda yanked herself free of my hands as she jumped off me and Joanne moved down to take me into her mouth. The first blast hit Linda's pussy as she moved out of the way, but Joanne was right there, milking the rest from me as her left hand massaged my balls and her right continued to tweak my nipple. My hips jerked as I fucked Joanne's face, pumping what felt like gallons into her mouth. I could feel her tongue massaging my shaft and her throat contracting as she swallowed. After what seemed an eternity of cumming, my contractions subsided and my hips stilled. It was then I realized I had a death grip on the back of her head. I removed my hands, but she didn't budge, continuing the milking action with her lips and tongue and the massaging of my balls until there was nothing left to come out. She slipped her mouth off my cock, kissing her way up my chest, throat, and chin, finally reaching my mouth. I was rather out of it and never realized it was open until she slipped her tongue into it and I tasted myself on it. A momentary shock that quickly passed, I returned her kiss with fervor and passion.

After several seconds, she pulled back slightly, made a playful lick at my mustache, ran her finger down my damp nose, and discovered the trail of her juice that ran down to my ears. "Poor baby. You were deaf and couldn't breath" she said as she lightly kissed the end of my nose and her fingers wiped herself from my ears. She then slid down to rest her head on my shoulder, gazing at Linda. "I didnât get it all" she said to my wife with a pout in her voice. Linda smiled, ran her fingers over her pussy, held them up for Joanne to see there was nothing on them, and replied, "I got it.", and they both laughed.