I was sitting at the bar, nursing a Kamikaze, and checking out the clientele, as single young males do. It was a college town, and the women were the usual, bubbly girls who frequent places like the Whole. They might not all be 21, but they were all close enough, at least in this town.

People watching is a fun way to spend time. I've always been amazed at how people fall into categories. On the dance floor were the care free, beautiful people, ringed by the "I want to participate, but I'm too self conscious" people, and behind them, against the wall leaned the "This is what people do, but I don't like it people". I think I fit in somewhere in-between. Being a little older, it's not really my crowd, but where else do you go on a Friday night.

Sitting off to the side, I had been watching two young women chatting with each other. They had been drinking, not heavily, but steadily. A few of the guy's had approached, a few even managed to sit down, but all of them leaving after 10 minutes, failing to get anywhere with the two. They didn't'' seem standoffish, just content with one another.

The night wore on, the music went up, and I got buzzed. I can hold my own in a bar, not being a stranger to alcohol. I knew it was about time to leave, it was 2 am, and I'm not the young machine I used to be who can go for a week on 3 hours of sleep. I left a couple buck's on the bar, and made my way through the now thinning crowd to the door, into the cool night air and gave an involuntary shiver. I heard a commotion behind me and felt myself mashed against the wall just inside the door as the local meathead who worked as the bouncer escorted a young man who had a little too much out the door. As I was forced back, I felt my feet step on uneven ground, and a "OW!" in my ear. Once the bouncer and his client were passed I walked out the door to get out the way and turned to look for whom I had stepped on. I was greeted by one of the two young women who had been sitting at the table in the corner. She was short, 5'2", and petite, not scrawny, but with some meat on her, the kind of girl who doesn't look like she'd break with more vigorous activities.

"I'm sorry about that," I spoke, looking down at her, trying to make eye contact, but finding it somewhat difficult as her low cut shirt was drawing most of my attention. Her breasts were great, not huge but a nice proportionate size to her small frame. They would be a nice handful. I quickly gave a slight shake of my head to clear it and listened to her.

"That's OK." Her voice was beautiful and nice feminine pitch that was produced through a set of red, full lips. "I don't think you had much choice. That jerk had been over to me and my friend's table about 10 times and all the others girls as well. Some guys are such jerks!"

We were standing outside, just in range of the streetlight's glow, so I saw a figure walk up behind this woman and place a hand on her shoulder. "Hey. I was wondering where you were."

The girl who had been sitting at the table with her was beautiful. Taller 5'5", and with long wavy brown hair. It was hard to tell in the shadows, but her figure seemed amazing, classical hourglass shaped, with a tiny waist, that accentuated her rounded hips. Her breasts weren't big but there, and the shirt she wore accented them nicely. I've always liked women who aren't ashamed of their chests and show what they got with pride.

"I had to pee. Then some guy tried picking me up as I was leaving. Sorry"

"That's ok. I was getting trampled by the bouncer and ..." She was looking at me, and I realized, looking for me to supply my name.

"Mike. Sorry again about your foot."

"No problem, Mike. My name's Kristen and this is my friend Judy. You can just call me Kris if you want."

"Nice to meet you Kris, Judy." I said, extending my hand and shaking each of theirs in turn. " So, I would I have to assume you are students here?"

"Well, I am," Kris replied, her green eye's looking into mine. "But Judy's a friend from home, just visiting form her school `cause they have a long weekend."

"Yeah, I find it hard to stay out the sticks on a regular weekend, let alone an extended one."

"Really? Where do you go to school?" I asked, directed at Judy.

"Oh up at Bucknell, the center of nothing."

I started to notice the cold again, giving an involuntary shiver. The two women were huddled up against each other; their arms crossed across their chests as women do when they won't wear a coat, even though they know they'll need it later. Women, I thought.

"Where's your car? It's late and I don't mind walking you to it." I inquired.

"Don't have one." Shivered Kris. " We walked down from my dorm room. Judy's staying at the Motel Six, cause my roommate is a bitch and doesn't give me much privacy." This seemed a little odd to me but then when have women not seemed odd. Don't get me wrong, I love women, but logic is sometimes not their strong point. " So, we were gonna catch a a cab back there and I was gonna stay with her at the motel."

"No kidding? I'm staying at the Motel 6 too. If you want I can give you a ride.If you're comfortable with that."

"Really? That would be great. I don't know if nips would make the 2-mile hike over there, and I don't see too many cabs out. Not that there's more than 2 in this town anyway."

"Yeah Mine feel like they're gonna break off too!" Judy chimed in. This produced a round of laughter from all three of us and we started across the street to the parking lot with my Explorer in it. We climbed in and I started it up, trying to get some heat going as quick as I could for them.

We pulled out and started down the main street towards the motel. The buzz was starting to wear off a little, and my stomach was growling. "Would you guys mind if I stopped and grabbed a bite to eat at the drive through?"

"Not at all. Actually that sounds great. Would mind ordering for me too?"

"Yeah. I could stand some food too." Judy chimed in.

"Hey no problem." We pulled into the fast food joint and waited in line with the other 15 cars of drunken kids who had the post booze munchies. The conversation was easy, the 2 women fun and obviously intelligent. Before long we were laughing and joking and sharing stupid stories about the bar. So far, this had been the high light of the trip.

We got our food and headed for the motel. I pulled in and asked where Judy's room was. "Door to door service." I quipped.

"Hey, do you want to come up and eat with us?" Kris asked.

"Sure, If you're comfortable having a stranger in your room."

"Oh I'm not worried, I f you were a psycho killer, I think we'd be dead by now!" We started up to the 2nd floor and Kris started to ask me about myself, with Judy piping in here and there.

"So, what do you do Mike?"

"And why are you here? You don't look like a student."

"Well, I can't really give a straight answer as to what I do. I've sort of been wander around for the last 2 years, traveling and `finding myself' if you will. I'm here because I wanted to talk to one of the professor's, who I did a research paper with a few years ago over the Internet."

We got in their room and spread our snack out on the table and started to eat. The conversation flowed and I felt very comfortable with the two of them. They were not the typical girls I remembered from school, both seemed down to earth and intelligent, and very comfortable with themselves.

Kris got up and excused her to the bathroom, and Judy and I stepped out onto the balcony for a cigarette. When we came back in, Kris had changed into an oversized T-shirt, which hung mid thigh, revealing a pair of toned, athletic legs. I found myself feeling aroused at the sight of her, and bulge started to form in my pants.

"I was thinking about watching some tv before I call in a night." Kris said, "And you are more then welcome to stay, if that's ok Judy?"

"Sure, I just hope you don't mind if change as well as Kris."

"Go ahead. It's your room." Judy headed for the bathroom and Kris and I lay down on the bed and turned on the TV. Judy joined a few minutes later, with her own T-shirt. She lay down next to Kris, and we chatted softly as the tv played. Things were mellow, and soon it was quiet, just the sound of some show in the air.

I glanced over and noticed that the two of them were pretty well snuggled up to one another and Judy's' hand was resting on Kris's thigh, just below her T-shirt. This did not help the bulge in my pants as typical male thoughts played in my head. More minutes passed and I began to detect a slight rocking to the bed. Looking over again, I was amazed to see the two of them locked a passionate kiss, their eyes closed and their arms encircled around each other. I watched in amazement as Judy's leg crept in-between Kris's, and Kris pressed herself into Judy. I could Kris's hand softly rubbing Judy's back, and another stroking her hair.

I began to feel a little weird. , almost like an intruder. They were obviously in the middle of a very passionate moment, not some porno fuck fest, and I felt guilty at the now raging hardon in my pants. I decided it would be best to make my escape. I gently cleared my throat to try and get their attention. They slowly parted from their kiss, and untangled from each other. Judy rolled over so that her back was to Kris and both were facing me.

"I hope we didn't make you uncomfortable, Mike." Judy said.

"No, well maybe a little. I just don't want to, you know, be a peeping tom."

"No? Well why don't you join in?" This came from Kris. I watched in amazement as her hand slowly began to peel Judy's shirt up from behind, exposing a pair of thin panties, her navel, taught stomach, and then the lower part of her breast's. Her nipples came into view; pink and hard, standing at rigid attention a good 3/8 of an inch of the quarter sized pink areolas. Judy lifted herself and Kris pulled the shirt over her head and off, to be deposited on the floor next to the bed. Judy lay back down, this time with Kris's arm under her, and Kris wrapping the other over the top. Gently, Kris cupped the two rounded tits from below and gave them a squeeze.

I started in rapt fascination. Judy Smiled at me, "You can touch too. It's ok. In fact, I would like it if you did." Mesmerized, I rolled onto my side so That IO faced them, and reached tentatively for Judy's beautiful rounded breasts. Grasping one in each hand, Kris moved her hands out of the way and let me have free access to Judy's tits. I squeezed softly, in amazement as all guys are at the pure joy of a woman's chest. They were both soft and hard at the same time, giving slightly at pressure from my hand but only so far, almost in defiance to my touch. I spread my fingers slightly, and each of her nipples slipped between them. I closed my fingers again, this time pinching her nipples between them. This brought about a soft "Ummmmm" from Judy. She seemed to burrow deeper back against Kris. I felt hands on top of mine and looked to see Kris's on top of mine, kneading gently at Judy's breasts together.

Judy was not just lying there. I felt my shirt being pulled away from chest, and soft, almost delicate hand slide underneath. Judy began to slide her hands up and down my chests, gently rubbing over my own nipples. Kris's hands left mine and the bed rose slightly. I continued to massage Judy's breasts as our lips met hers soft and hot against mine. Her tongue slowly began to ease into my mouth. I felt the bed dip again, this time behind me, and knew that Kris had joined us, this time on the other side, behind me. Kris started to tug at my shirt, and let did my best to accommodate, as she tugged my shirt up. I was still lip locked with Judy's, but had to break it off for Kris to finish removing my shirt. This accomplished, I again met my lips with Judy's, and felt Kris press up against me. I was now sandwiched between the two women, and felt like in a dream. Kris pressed against me and I felt at first two soft points, then heat, as her nipples, then breasts pressed into my back. This was too much. She had removed her shirt and I had to feel those tits!

I rolled over, Seeing Judy smile, not offended that I was switching over, and got as far as my back. Kris stopped me there. Each of the women lifted up on an elbow and began to kiss another, across my head. I reached and grabbed a breast of each girl as the kissed. With their free hands, They began to each stroke my chest. By now, my cock was exploding to get out of my pants, and I wiggled a little trying to try and relive some of the pressure. I am not John Holmes, but my cock is a little bigger than average, about 7-« inch's and thick, so it was quite noticeable. The girls sensed my movement, and in unison their hands slid to the top of jeans. I felt one snaking under the waistband and another glide on top so that it rested squarely on my dick.

They broke their kiss, and looked down at me. Kris brought her mouth to mine we began to kiss, our tongues exploring the inside of each other's mouth. I felt Judy make her way down my chest, and my zipper begin to go down. It was almost too much to deal with, to have Kris's tit in my hand, her lips pressed against mine, and Judy undoing my pants. My cock sprang free, against just my boxers now, and some of the pressure eased. Judy began rubbing the length of my unit, a soft purring or sighing coming from her. Kris suddenly broke free of our embrace and went down to meet Judy. After a brief kiss, They lifted my butt, and pulled my pants and boxers off. That's finished, they then pulled my socks, a nice touch I thought. Then things got interesting.

Kris promptly straddled herself across my chest and mashed her tits into me. We began kissing and I slid my hands down her back, under the elastic of her panties, and cupped her small rounded ass. Judy began lick the length of my cock, finally taking the head into her mouth. It was unbelievable to have a mouth sucking away on the head of my penis while sucking on another girl's tongue. I knew I wasn't going to last very long. Judy kept going deeper and deeper down my shaft, but she never got all the way to the base. I couldn't blame her, I think I'm just a little too big for an "amateur" to actually deep throat.

Mean while, my hands were busy in Kris's panties. I was inching closer to the crack of her ass, and down, when I felt the material pulled aside and a finger brush mine! Judy was going to help me with Kris! She took my hand and placed it squarely on Kris's pussy, cause Kris to start. I felt Judy spread Kris's inner lips and press my finger between the folds.

The hot, moist texture was too much and I arched my head back, breaking my kiss with Kris, and came. I Judy kept her mouth firmly on the head of my cock and nursed just the top inch or so I spurted cum into her mouth. I felt like I had just passed out, nor could I believe the amount I was shooting. Again, I don't shoot porn star quantities, but probably a little more than the average. When I was done, and began to get some of my sense back, I opened my eyes to see Kris grinning down at me. She was gently rubbing her crotch against my chest, and I realized I had a finer stuck deep in her pussy.

With one hand Kris reached between us and pulled my arm, out of her pussy, across her ass and out from under her panties. She slowly brought it to her lips and began to suck my finger; the one that had just been buried in her own little box. Judy mean while pulled her mouth off my cock, dragging her lips the whole way so that they never opened and sat up. With a devilish grin, she looked at me, her mouth closed, and then pulled my hand out of Kris's mouth. Kris leaned to her and the two girls' lips met, and they kissed. I watched in fascination, as Judy fed my cum from her mouth to Kris's, who then promptly swallowed it down. I was in awe at the beauty of the two of them sharing my cum. No word were being spoken the two of them seemed to know what the other was going to do instinctually.

Kris climbed off my chest and lay back, lifting her butt up and peeling her panties off. Judy stood on the side of the bed and seductively rolled hers down her shapely legs. By now I had almost completely recovered from my orgasm, and my cock was at attention again. Judy climbed back onto the bed and again kissed Kris across my chest. Then, wordlessly, like some kind of dance, the rotated themselves across me. Judy's lifted on leg and draped it across my head so that I was staring up at her puffy, glistening labia, and Kris straddled my cock. Judy lowered her awaiting pussy to my face, where I began to breathe in the musky fragrance of her sex. Kris brushed the lips of her own pussy against my cock, then spread her own lips and sat down on the middle of my shaft. My tongue began to probe into the folds of Judy, and I heard her give a soft gasp. I worked up the length of her folds till I found the little bump, and began to suck on her clit. Meanwhile, Kris was slowly rubbing her wet pussy along my cock, not inside but between the lips. She came to rest near the head and began to slowly rub on the head, and I realized she was rubbing her clit against the hard edge of my cock head.

Judy was becoming somewhat agitated I noticed, pressing down a little harder against my mouth. I turn began to flick my tongue against her clit a little faster. This brought about a moan, and I could picture Judy's face as she sat atop my head, her hands supporting her on my chest, her eyes closed and head thrown slightly back. I also could picture Kris Rubbing herself against the head of my cock, faster and harder as Judy's moans Became louder. I moved my tongue from Judy's clit and licked the length of her slit, going a little e father and running over her anus. She jerked a little, in what seemed to be a good way as she pressed harder against my face. Sensing she needed release, I moved my tongue away from her anus and drove it as deep into her actual hole as I could. She squealed a little and jerked. I knew she was close I turned my attention back to her clit. Flicking it with my tongue for all I was worth, I felt her lower half begin to tighten, especially her vagina which had the tip of my nose poking slightly into it. She was close. I sucked, licked and flicked at her clit as she pressed down on me and I felt her beginning to cum.

It was amazing. As Judy began to quiver and let out a long "uhhhhhhh", and her pussy began to spasm, I felt her vagina clenching at the tip of nose. But as it started, I was aware of Kris lifting off my cock, grabbing it, and then impaling herself to the hilt on me! She was coming too! As I laid there, on my back, I awash in sensations. I had Judy writhing against my face, feeling every little spasm her pussy made with my mouth and nose, and at the same time, I felt Kris's tight, hot pussy doing its own milking to my cock as she sat with it in her. She didn't ride up and down, but rather seemed to rotate herself against the base of my cock, rubbing her clit.

The two girls slowed, then finally stopped moving against me. Neither made any attempt to move for at least a minute. Kris sat, my cock deep inside her, and Judy just rested while I gently licked the very outer edges of her delicate little lips. But a minute was about all I could take. I began to gently move under them, softly thrusting into Kris and twisting my face against Judy. This seemed to wake them both from their trances, and they moved a little with me. Finally Judy raised herself from me and knelt next to my head. Kris slowly, oh so slowly began to rise off my cock, and I feel myself sliding out of her. With a slight pop, she was free and next to Judy.

Kris began to kiss me, licking at Judy's wetness on my face. Somehow I ended up in a sitting position. Kris and Judy began to Kiss and fondle each other breast's. It was one of the most beautiful sights I had ever seen. Both had that slightly glassy-eyed look that women get from an intense orgasm, and both were super sensitive to touch. Kris began to urge Judy towards my cock but she seemed reluctant.

"If you don't want me in you, its ok Judy." I said to her

"No, I do. Badly. But I've only had sex with one other person, and he wasn't nearly as big as you are." Like I said, I don't think I'm that big. Bigger than average, but certainly not huge. And Besides, Kris, the 5'2" girl had just taken the whole thing without even thinking about it.

"Judy, I help you." Kris said with a smile, almost tenderly. "I'll make sure it's nice and gentle."

Kris then began to passionately kiss Judy, her arms wrapped around her, their breasts pressed together. Slowly they separated, and Kris turned Judy so her back was to us. Then she gently pushed her shoulders down until Judy was on her hands and knees. Kris put her hand on Judy's tender little pussy, which was red and glistening in the soft light thrown off by the lamp next to the bed. She began to run a finger between the slightly parted lips, again bringing a soft sigh from Judy. Kris was not ignoring me either. She reached over and grabbed a hold of my cock, and began stroking it. I'm not usually a fan of having someone else stroke me. I don't like the friction. But my cock was literally dripping wet from Kris's pussy. She knelt between Judy and I, running a finger gently between Judy's pussy lips and stroking my cock, covered with her own juices.

Kris began to focus most of her attention to Judy, not letting go of my cock, my not going crazy with it either. She slowly stuck a finger into Judy, as far as she could go. It wasn't very far, since her hands were proportionate to her body, small. In fact, as she was stroking me, I noticed that just the tips of her middle finger and thumb touched around my cock. After a minute of this and Judy softly purring, Kris added another finger inside Judy's pussy. The smell of sex was starting to get very strong, and the sounds were joining in. Judy's pushes was making a soft squishing sound that pussy's make when well lubricated. I wasn't too sure about this. If Judy was scared or worried about the size of my cock, I didn't think doggie style would be the best way to start. That usually gives the deepest penetration, but I left it up to Kris.

After about a minute of Kris using two fingers in Judy's pussy, she tugged on my cock, as best she could since it was so wet from its earlier treatment. But I knew what she wanted, so I shuffled on my knees right up behind Judy. "Are you ready, Jul?" Kris asked softly. "Mmmm, mmm" was the quiet reply. Kris let go of my cock and moved that hand to Judy's pussy too. With one hand she spread Judy's Lips as far as they would open and with the other began to rub her clit.

"Be gentle, she's really tight." I nodded. I grasped my cock and brought the head to Judy's awaiting hole. I ran the tip up and down between her lips a couple times to let her know I was there, then aimed it toward to puffy pink opening. Slowly, I began to push. Judy felt the head being to stretch her, and pulled way, then stopped. I had stopped too. Then She began to push back against me, and my cock began to slide inside. Little by little I disappeared inside her. It was incredible. I had anal sex with a girl in high school, and this was almost as tight. I could ever inch of cock being squeezed, and could sense every little twitch that her vaginal muscles made. Finally I was completely buried inside her, and her I heard her let out her breath. We didn't move for a few seconds, letting her get used to me. Then I began to work in and out, a little bit. Just an inch. Judy began to actually pant as I pulled out more and more and drove into her deeper each time. After a minute I was thrusting the entire length in and out of her.

She was incredibly tight, almost like a blood pressure cuff around my cock. Kris, not wanting to left out, moved to in front of Judy and began to rub herself in front her. I have no doubt that they had eaten each other, but Judy was too preoccupied to do it now. As I thrust into her, she began to be vocal, not screaming like a porno, but unable to be quiet at the same time. "Unh! Uh! Ohhhhhh! UuhnnnnnOhhhhhhhhh!" I felt her already tight pussy clamp down on me so hard that I could not move. She was cumming again. Her pussy convulsed around my cock, clamping and releasing, clamping and releasing. I tried to thrust but it was hard it was so tight. With a final "UUUUNNNNNNNNNHHHHHHHHHH!!!!!!!!!!!!!!!!!", she collapsed onto her shoulder, her pussy released me, and I began to thrust, overly excited at this point. With her ass stick straight up I began to speed up, marveling at her pink little anus as drove my entire length into her. She was too gone at this point to move with me so I grabbed her hips to steady her pounded home. I tried to be gentle as well as forceful, not wanting to hurt her. I could feel myself building and looked at Kris. She could see I was going to, and got up from playing with her pussy in front of Judy and came back to me. She grabbed my balls and tickled that spot just under them. That was it.

I felt the entire lower half of my body tighten, my balls contract up to shaft, and a primal urge take over. I thrust myself as deep into Judy as I could got, mashing myself against her ass, savoring her pussy clench against the almost violent thrust and then a lightheaded rush came over me, aware in an out-of-body way of cock spitting a torrent of cum. The first shot seemed to last forever, depositing itself deep inside the clenching pussy I was buried in. I shot 4 more huge loads, dimly thinking I had just shot enough cum into Judy to fill a good inch of a glass. Then it was over. My head collapsed forward, my chin resting on my chest.

After a few seconds I began to come to. The first thing I felt was sweat dripping off my nose. Opening my eyes, I could see it landing softly on Judys behind. There was already a little puddle there, running down the cleft of her spine and her ass crack.

I felt my balls. They ached, like I had been kicked there a few days ago and they were almost ready to stop hurting. They were moving, and I realized Kris was softly stroking them. Her head lay on Judy's cheek, looking up at me. I grinned in a goofy kind of way at her, and felt Judy stir. She turned around, her face flushed and breathing hard.

"My god, I never felt anything like that. I've never felt so full. You made me feel like I had been missing something inside for a long time. And when you came, I could actually FEEL it spurting. I could feel each shot hit me, inside. It was amazing."

I just smiled, tiredly. I was spent. Kris sat up, and I began to withdraw from Judy. Even at this point, Judy was so sensitive, that my softening cock made her emit a soft moan. I watched as my cock pulled out, and gaped when I was free, seeing her pussy gaping open. I took about 3 seconds for it to close. Had there been more light, I could have seen all the way down to cervix and the puddle of cum inside her. I sat back heavily, almost falling off the bed. Kris caught me, but leapt away a moment later. Judy was starting raise herself from her chest to her hands, and Kris forcefully put her hand on her back to keep her from rising.

"Wait a second Jul." Kris moved behind Judy, and stuck her head between her legs. Lying on her back, with her legs in my lap, Kris reached up and grasped Judy's hips. "Okay Jul, sit up and lower yourself ver my face." I was in awe. Mesmerized I watched as Judy got to her hands, then straightened so that she has on just her knee's and squatted a little over Kris's face. Kris reached up and spread Judy's flapping pussy lips apart and opened her mouth. In amazement, I watched as a flood of white fluid came oozing out of Judy, almost like water, but thicker, and poured into Kris's mouth. Kris swallowed, and let her mouth fill again, this time to the point that some ran out the corners of her mouth, and swallowed again. But now the flood had subsided a little and my cum began to drip out of Judy, down into Kris's waiting mouth. Then the dripping had almost stopped; Kris raised her head and licked the opening, not wanting to waste any. I was beyond words. I had never seen anything like the two of them before. Watching Kris eat my cum out Judy was the most erotic thing I had ever seen.

"Is that all?" Kris asked, looking up at Judy. "Try and push, see if anymore comes out."

I watched Judy's lower belly contract and tighten and flex as se squeezed her vaginal muscles. At first nothing happened, then as she relaxed at soft noise escaped from her and a dribble of cum ran out. She repeated it again and then again until no more of cum ran from in her. I lay back, exhausted, unable to move. After the orgasm I had just had in that tiny pussy, and then seeing the two of tem share my cum like that, I felt I could easily pass away a happy man.

I slid my way up the bed and propped myself against the headboard. I looked at the scene before me, wondering if it was a dream, and not wanting to wake if it was. My cock was drooping a little to the left, taking its sweet time doing the post orgasm shrinking game, and glistened in the light from Judy's pussy juice. Judy, glistening from sweat was squatting over Kris's head, her hands running through Kris's hair. And Kris, Lying on her back, was gently, licking Judy's pussy. It lasted no more than a minute when Judy told Kris her legs would not support her anymore. Judy flopped onto her stomach and crawled over to me, laying her head just above cock, looking up at me. "Let me clean you off. After what you just did to me, it's the least I can do." And with that, she began to lick my cock, from base to head, eating up her own juices and my cum that were mixed all over it. I was again amazed, this time with myself, as I felt life in my cock again. When Judy put the head in her mouth and began to slide down the shaft I felt the old feeling again as I began to get hard. I hadn't been this resilient since I was 18, 6 years ago.

When I was fully hard again, Judy took me out of her mouth and rolled onto her back in the middle of the bed. "I need to rest, and so do you." I couldn't disagree, even though I was hard, I was drained. Kris would have none of it though. She moved to the end of bed, got on all fours, and lowered herself so that her ass was sticking straight up, like Judy had been when I had fucked her. She took two fingers, and shoved them into her pussy, as deep as they would go. She rested the palm of her hand on her clit and began to rub, giving Judy and me a show. Apparently this wasn't enough, as she took her other hand stuck a finger in her mouth, wetting it completely. Removing it, she laid the hand on her outstretched bottom, keeping the moistened finger in the air.

She then began to probe at her anus with the wet finger, slowly rubbing a circle around the puckered opening, then on it, then pushing the tip inside. Once again, I was mesmerized. Kris was rubbing her pussy with one hand and sticking a finger in her ass with the other. I think Judy must have felt guilty and called to Kris. Moving away from me a little, Judy laid on her back, and Kris mount her, in the classic 69 position. They went after each other hungrily. I didn't think that Judy would have been ready for anymore sex for a month. 5 minutes ago she had barely been able to sit up.

But like Judy, I found new life and went over to the two of them. I began by rubbing Kris's back, then butt, and finally poking at her anus. I wetted a finger and began to poke it into her backdoor. Her head raised from Judy's pussy for just a second in pleasure, then went back to work. My cock was starting to feel like it wanted to get back in the game so while I thrust my finger in Kris's ass, I started to stroke myself. This went on for about 5 minutes, and it became apparent that Kris was getting close. I got an idea, and pulled my finger out of Kris's little behind. I made my way down the bed to Kris's head, which was lapping furiously at Judy's pussy and lifted it gently. Grasping my cock I fed it into Judy's pussy, slowly, getting it completely wet. Kris watched in amazement, her eye's closing now then as Judy worked her pussy over. Judy moaned, and Kris and I could tell it wasn't completely in pleasure. She had to be sore! I pulled out, and by surprise, Kris sank her mouth down the entire length of my shaft in one movement. I pulled her up and shook my head. Again I put my cock into Judy, who was sopping wet, but I knew she was sore, so I kept the thrusting to minimum, just getting it good and wet.

I pulled out again, and this time Kris didn't move for it. I'm not sure she even knew I was there anymore. Her eyes were closed and she was resting her head on Judy's thigh. Soft little moans were emanating from her throat. I moved back to Judy's head and look down at her. Her tongue was a blur on Kris's clit, but her eye's were open and she looked at me and nodded.

Judy took her tongue and dragged it up Kris's slit, collecting as much juice as she could, which was a lot, and ran over Kris's anus. She then stuck just the tip inside, getting a squeal from Kris. That finished, she went back to work on Kris's clit. I grabbed the base of cock and aimed at Kris's ass. I brought the head to her anus and started to push. Kris gasped and jerked, then moaned as the head of cock pushed into her rectum. I rocked back and forth easing inside her tight little ass, and Judy licked her clit furiously. When I felt Kris's cheeks connect with my stomach, she moaned, "unNNNNNNNNHHHHHHHHH, AHHHHHHHHHHHHHHHH!!!" Her body began to shake a twitch and she actually writhed on top of Judy. Like Judy, she didn't scream but made unintelligible noises as she came. The subsided and I thrust a few more times and she came again, not quite as hard, but enough that I felt her contract around my cock.

She came a total of 4 times, with Judy licking her clit, and me deep in her ass. She began to moan for us to finish her, she couldn't take anymore. I was close, but was pushed over the edge when Judy, sensing her friends need to be done, started licking my balls.

I came, quite a lot, but not like I had in Judy's pussy. I pumped and pumped, and Kris looked back at me, a gleam in her eye. She met my thrusts, actually humping back with her ass. The girl I had played butt pirate with before had tried and liked it, but couldn't bring herself to actually fuck back. Kris met me thrust for thrust, and seemed to actually flex her sphincter muscles to help me along.

Finished I pulled out. Her ass closed right away, not like Judy's pussy. Judy started licking her pussy again and Kris cried out that she was going to cum again. And she did. With Judy flicking her clit, Kris moaned and began shivering. Her internal muscles contracted, and my cum was forced out of her ass. It didn't spray, but flowed, like out of Judy, and ran down her crack into her Pussy. Judy, Seeing this, began to lick it off her friend's pussy as each contraction that Kris had forced more out. It was stunning, to see my cum running out of Kris's ass, down her pussy, into her friends mouth.

When Kris's spasms had subsided she rolled off of Judy and laid there, an arm flung over her eyes, panting. We stayed on the bed for a few minutes, catching our breath. A soft light was peeking under the curtains, and looking at the clock showed it was 6:15. I gently kissed each of them, then managed to get them standing. I put an arm around each and led them to the bathroom, where I turned on the shower, and got in. We all helped clean each other. They washed my hair and back, and I washed each of them as the other sat on the side of tub. I didn't think too much and just enjoyed their company. After we had toweled off, I started to get dressed, and the grabbed me, pulled me onto the bed. Naked, we got under the covers, and I lay on my back, with one of them on each of my shoulders.