(If you haven't already, make sure you check out Part I first.)

Michelle waited patiently on the bed as I made sure Kim found her way to the
bedroom. She laid down beside Michelle and told me to put on some music.
While I got the radio going, she told Michelle to take her sweater off.

Kim asked me again if I'd ever been with two women before. I told her that there was one other time, where my ex-wife and I had a threesome with her best friend, but they hadn't done anything together.

"Hmph," said Kim, dismissively. "I like to take control." Then to Michelle, she said, "Take off your dress. No, wait, I want to take it off you."

"Okay," Michelle answered.

Kim stood up and stripped to her red thong. Then she straddled Michelle and
they started kissing. Not wanting to get behind, I stripped as well. After a couple of minutes, Kim got off to pull Michelle's dress and thong off her, and started playing with her pussy. I went around to the other side of the bed, and helped Michelle out of her bra. As I bent over and started kissing and licking her nipples, Kim spread Michelle's legs and knelt between them, and starting licking her pussy.

Michelle moaned appreciatively as Kim worked on her cunt. Her hand found my cock, and she started to fondle me. Then she pulled me to her mouth and her lips engulfed my rock-hard cock. She kept moaning around a mouthful of dick as Kim continued to lick her pussy.

"Oh yeah...." I moaned.

Removing her mouth from my cock, Michelle asked if there was a drink on the table. I backed off for a moment and grabbed it, holding it to her lips so she could have a drink. I looked over and watched Kim for a moment, who was attacking Michelle's pussy with her mouth, as Michelle ran her hand through Kim's hair appreciatively. She moaned in pleasure.

"Mmmmm.... ohhhhhh...... ohhhhhh.... mmmmm...... mmmmmm... oh yea... ohhhh.... ohhhh! ohhhh yeah! Ohhhh! "

I bent back over and started nibbling on Michelle's tits again. She grabbed me around the head and pulled me into her chest. She wrapped a leg around Kim's head as her moans took on a new intensity, hips rocking as Kim lapped furiously at her dripping pussy.

With a strangled yelp, she came. Then she reached down and grabbed my cock, pulling me to her mouth again and sucking me furiously. Now both Kim and Michelle were moaning together, Kim as she ate Michelle, and Michelle as she ate me.

"Oh yeah.... oh God...." moaned Michelle around a mouthful of cock. "Mmmm! Ohhhh! Ohhh! Mmmmm! Mmmmmmmmmmmmm..."

"Oh God, baby," I moaned.

"Mmmmmm... oh yes.... oh fuck yes..." she mumbled, head bobbing on my cock as I hung onto the headboard for dear life. "Oh yeah, God that feels good, oh yeah... Oh yeah, Kim, lick that pussy...."

I ran a hand through her blonde locks as she continued to suck me. "Mmmmm, fuck yeah, ohhhhhhh, ohhhhh," she continued to moan. "Mmmmmm, oh god, oh yeah..... mmmmmmmm...."

She pulled her head back and gazed lustily into my eyes. "I want you to lick my pussy."

"Yeah?"

"Yeah. Go lick it," she directed me. She told Kim, "Let him lick it with you."

I turned around and lowered my head to her cunt as Kim backed off a bit to give me some room.

"Lick it with him," Michelle said.

Kim moved down a bit, licking around the opening to Michelle's cunt, while continuing to finger her, and I started working on her clit as best I could. I gotta tell you, two people licking a pussy at the same time isn't easy, but we managed it. I guess if you want to do it badly enough, you'll find a way, and I badly wanted to taste her.

"Oh yeahh.... oh, this feels so good.... fuck, I've never felt so good..." Michelle moaned. "Ohhhhh! Oh yeah, I'm gonna cummmm....oh yessss.... oh yeah... oh yeah... oh fuck yeah.... oh yeah... I like the way y'all lick your tongues at my pussy... oh fuck yeah... oh my god, you guys make me feel so good... oh yeah I feel so good..."

Kim was really working on Michelle's pussy, fingering her furiously and licking her, while I just tried to hang on and work her clit with my tongue as best I could. Apparently what we were doing was having the intended effect.

Kim backed off and crawled up to lie beside Michelle, while I kept working on her pussy. Michelle started touching Kim, rubbing her tits and moving her hand down to Kim's pussy, while I continued to eat her.

Kim moaned appreciatively. "Do you like that?" Michelle whispered, as Kim threw her leg across her, giving her easier access to her pussy. "Mmmm-hmmm," Kim assented.

I kept working on Michelle's pussy, crawling around between her legs so I could more easily reach all parts of her slit. I slipped a finger, then two, into her dripping pussy, as she moaned in pleasure.

Kim pushed off her thong and spread her legs. Michelle licked her fingers, and started fingering Kim's cunt.

"You don't need to wet that, baby," Kim said, "it's already soaked."

"Yeah it is," breathed Michelle. "Tell me how you like it."

"Mmmmm, that's good," moaned Kim.

"Like that?"

"Oh yeah...."

I kept fingering Michelle as I licked her, reaching deeper into her pussy and massaging her g-spot. "Oh yeah!" she shivered. "Oh god, yeah!"

Now they were both moaning together. I don't think I can describe how fucking hot this was in a way that can do it justice.

Michelle turned her head and sucked on Kim's tit, but then threw her head back and moaned as I continued to work on her pussy. "Ohhhh yeah.... mmmmmmmm.... oh my god...."

Michelle was having a hard time concentrating on what she was doing.

"My clit's right here, baby," I heard Kim tell her. "Oh yeah... ohhhhhhhh that's it...."

"Oh yeah, tell me how," Michelle moaned hotly. Kim's response was incoherent.

I could tell Michelle was getting closer to another orgasm. Her cries started to increase in passion and volume.

"Oh yeah... Ohhhhhhhh..."

Then she stopped. "I want to feel some cock. Ohhhhh..." she announced.

"Yeah! Let's get some cock in our pussies!" Kim chimed in drunkenly.

"We need some cock," said Michelle.

"Yeah!" agreed Kim.

"Let's take turns," Michelle told her.

I was already reaching for the condoms. Wasting no time, I ripped one open and rolled it onto my dick.

"That's smart," Michelle commented.

She spread her legs invitingly. I knelt between them, and lowered my cock to her dripping pussy. I entered her easily. "Yessssss..." she breathed as I filled her. "Ohhhhh..."

We moved around a bit as we tried to get situated. She lifted her left leg, wrapping it briefly around my back before nudging my arm with it, indicating that I should move so she could lift it over my shoulder.

"I'm flexible. Very," she smiled impishly.

"Obviously," I said appreciatively.

I started fucking her in earnest now that I had some leverage.

"OHHHH! YEEEEAH!" she cried. "Harder! Ohhhh yeah.... ohhhhh... ohhhhh!" She lifted up her right leg, spreading her thighs wider so I could fuck her even more deeply. "Ohhhh! Ohhhh! Yeeeahhh! Fuckkkk!"

I was really pumping her now. Her cries became increasingly incoherent as she got lost in the fucking.

"Cum, baby," Kim piped in.

"Oh, I want to... OH!" Michelle yipped as I pounded her."Oh, right there, harder!" she screamed. "Oh yeah! Oh yeah! Make me cum! Oh yeah! Oh I'm gonna cum.... OHHH! OHHHH! OHHHHHHHHHHHHH! Oh God! Ohhhh! Oh God I'm cumming!!!! OH!!!!"

I was fucking her ferociously now, intent on driving her over the edge by pounding her as hard and as deep as I could. She thrashed beneath me, cumming hard, and then pushed me off her. "Oh, fucker..." she mumbled, clearly lost in orgasmic bliss.

"Oh god... oh cum..." she muttered breathlessly, as I sat back and tried to catch my breath. I hadn't cum yet, which was a good thing, because my work wasn't nearly done.

"Is he still hard?" asked Kim.

"Oh yeah..." breathed Michelle, as Kim rolled over on her stomach, pointing her ass at me. "Oh yeah, yeah... she likes it like that," Michelle told me excitedly, as I moved into position to fuck her best friend from behind.

I knelt behind her, my cock easily finding its way into her cunt, sliding right in, coated slickly with Michelle's and Kim's mixed pussy juices. "OHHHH..." moaned Kim loudly as I penetrated her, filling her within a couple of deep, insistent strokes.

"Fuck her hard," Michelle told me hotly.

"OHHH!" cried Kim.

"Oh yeah, fuck her hard!" Michelle growled passionately.

"OHHHH! Hard!" answered Kim.

"Harder!" cried Michelle.

"OHHH! Spank that ass!" moaned Kim. Michelle reached over and gave her butt a hard smack.

"OHHH! OHHHH! Shit! OHHHH!" cried Kim. "Oh, yeah, baby!" moaned Michelle .A blind man would have trouble figuring out which one of them was the one getting fucked, and which one was just watching.

Kim was moaning almost continuously now, pulling on the bedclothes as she got close to orgasm. "Oh yeah, fuck her baby," Michelle pleaded with me. "Make her cum!"

"Ohhhhh wow...." Kim moaned.

"Oh yeah, fuck her hard," Michelle mumbled, as she scooted back towards the head of the bed, and draped her left leg across Kim's back, offering me her pussy again. "Harder! Harder!" she cried, even as she hooked her leg over my shoulder as I dove into her pussy, all while I kept fucking Kim with deep, powerful strokes. Kim moaned loudly, passionately, in time with our fucking. "OH! OH! OH! OHHHHH!"

I fucked Kim and licked Michelle's clit, which took some coordination, let me tell you. Kim was getting close now. "OH! OH! SHIIIIIIIITTTTTT!!!"

"Tell me when you're cumming," pleaded Michelle. To me, "harder!"

I'm not sure if she meant to fuck Kim harder, or suck her clit harder. So, to be safe, I did both.

"Oooh ooooh ooooh ooooh ooooh" moaned Kim as I pounded her deeply from behind.

"Oh god, I'm about to cum!" shrieked Michelle, grabbing my head and pulling me into her pussy. "Oh yeah, hard... fuck her hard!"

"Oh cum with me baby... cum in me!" Kim moaned.

"Oh yeah, make me cum!" gasped Michelle. "Oh, fuck her hard!"

"Ohhhh ohhhhh ohhhh shittttttt... oh shit shit!!!!" Kim moaned, cumming beneath me, orgasm washing over her.

"Oh yeah! Oh yeah, right there!" cried Michelle. "Oh, I'm gonna cum right in your mouth!"

Kim was apparently passed out underneath me, but I kept fucking as I attacked Michelle's cunt. "Oh, right there... OH! OH!!!!! OHHHHHHHHHHHHH!!!!! Oh God! Oh God! Oh God! Oh! OH! OH! OH! OHHHHH YESSSSSSSS!!!!" she screamed as she came again.

Finally, once I was sure she was done, I backed off from both of them a bit.

"Oh my God.. holy shit," Michelle mumbled once she caught her breath. She poked Kim. "Are you awake?"

"Yeah, I'm awake."

"Well, roll your ass over," Michelle told her. As she did so, Michelle asked me, "Did you get off?"

"Nope," I answered.

"You didn't?" she asked incredulously.

"I was waiting on you ladies," I answered gallantly. In truth, the combination of drink, drugs, and the mind-blowingness of the entire situation had me a little too overwhelmed to cum normally. The same thing happened to me the first time I had a threesome with a couple - I wasn't too freaked out to get it up, but I was just enough freaked out to keep from reaching orgasm. On that occasion, I was able to stay hard and fuck for several hours straight, which really wasn't much of a down side if you think about it. I continued, "I wanted to make sure you were both taken care of."

"Oh....Oh my God... Very very!" Michelle said smugly.

"I'll get you off," volunteered Kim.

"Oh yeah?"

"I suck a mean dick."

"Oh yeah, she does," agreed Michelle. "Go on, get him off Kim."

Honestly, I was pretty sure even the world's best blowjob wasn't going to get me off at this point. Since both the girls had gotten a good fucking, if it was my turn, I might as well pick what I wanted. I looked at Michelle and said, "OK, but I want to fuck you again first."

"All right," she agreed, and spread her legs for me again. I knelt between her thighs and lowered my cock to her waiting pussy. I worked my way into her, and she moaned loudly as I buried myself up to my balls in her cunt. "Ohhhh.... Ohhhh!"

Apparently a little put out, Kim said she was going to go to the bathroom, finally leaving me and my date alone for a couple of minutes. We whispered endearments into each others ears as we fucked slowly, deeply, passionately. Then she said something that I didn't quite catch. "What was that, sweetie?"

A little louder, she answered clearly. "Fuck me hard."

So I did. "Oh, yeah... yeah..." she groaned. I did my best to fuck the shit out of her, and she let me know that she was enjoying it with her responses.

After a minute or two, Kim came back in, looking for her drink. "It's right here," Michelle said. We were both aware that Kim seemed a little miffed that I'd passed on her blowjob offer, preferring to fuck Michelle again (well geez, she WAS my date after all - the entire purpose of my taking her out was that I wanted to fuck her), so I piped in with, "I'm got something you can drink."

I kept fucking Michelle hard, and she demanded, "Kim, come here!"

"Put that leg down," Kim told her, and she complied. Kim lowered her mouth to Michelle's tits as I straightened up a little to give her room.

"Oh yeah... oh yeah.. oh yeah... oh yeah.... ohhhh.... ohhhh.. ohhhh.... oh yeah.... oh yeah... " Michelle moaned as we both worked on her. After a couple of minutes, she asked me, "Would you like Kim to suck you off?"

Picking up on her cue, I answered, "Oh, yeah!" Then I said to Kim, "I want you to suck me off."

"Oh, Kim, suck him off!"

I pulled out of Michelle's pussy and sat back at the foot of the bed. Kim told me to get rid of the condom, and then bent over and took me into her mouth.

"Oh my God," I moaned. It did feel mighty good, though I was pretty sure I wasn't going to cum like this.

"Mmmmm yeah..." said Michelle appreciatively, watching her best friend sucking her date's cock. "Oh yeah, suck that cock, Kim."

"Oh Jesus..." I moaned quietly.

"Mmmm, she sucks a mean cock, don't she?" said Michelle. "Oh yeah, Kim, suck it. Make him cum in your mouth."

Meanwhile, since I wasn't doing anything with my hands, one of them found it's way to Michelle's pussy, and started playing with her again, teasing her clit, and sliding a finger into her cunt, getting her hot again. She moaned.

Kim kept sucking me, as Michelle and I discussed what a good job she was doing. Michelle sat up and tried to pull Kim's hair back so she could get a better view. I was able to reach it more easily, so I pulled it back for her. "You like to watch her, don't you?" I asked.

"Oh, yeah... Ohhh, suck his cock, Kim. Suck it..." she whispered hotly.

Finally after another minute or two, Kim gave up, and lay back on the bed.

"Can you fuck me and cum real quick?" asked Michelle. I assured her I could. That's when Kim piped up again.

"How about you fuck me in my ass? You want to fuck my ass?"

"Sure, I'd do that."

"Okay. You got any Vaseline?"

"Yep." (Meanwhile, I'm silently thanking the Lord for the fit of optimism that had me get out the lube and leave it in a handy location when I was making my preparations that afternoon.)

"I want to lay here and play with myself while you two fuck," announced Michelle, as I reached across her for the K-Y.

"You got to go slow, baby, all right?" said Kim, a little anxiously. I've fucked plenty of asses, so I agreed quickly.

Michelle turned around so her head was towards the foot of the bed, saying that she wanted to be able to see better. I rolled on another rubber and lubed up my cock generously, and moved into position behind Kim. Her ass was up a little high, so it was a bit awkward getting into the exact right position. Still, with very little resistance, I penetrated her asshole, gently working my way into her.

"Don't you cum in my ass," Kim told me.

"He's got a condom on," Michelle admonished her.

"I want you to cum on my back," Kim said.

"You like that?" I asked.

"Mmmmm-hmmm!" she answered eagerly. Well, sure, what the hell.

I started fucking her slowly, and deeply, gradually increasing the force and the pace of my thrusts. I was vaguely aware that Michelle was behind me, playing with Kim's pussy while I fucked her ass.

"Does that feel good, Kim?" she asked.

"Ohhhh yeah."

"Then tell us," Michelle said. I gotta tell you, I absolutely love the fact that Michelle is a chatterbox in bed. That turns me on like nothing else.

"When you get ready to cum, I want you to pull out and cum on my back," Kim reminded me.

"I got it," I told her. It's kind of amusing being - by far - the least fucked-up person in this situation. I hope I'm not this dumb when I get blasted, but let's face it, I probably am.

Meanwhile Michelle has one hand in Kim's pussy and one in her own. They're both getting hot. Kim reaches over and starts working on Michelle's pussy. "Oh baby, you're so wet."

"Oh yeah... oh God...." Michelle moans. "Ohhhh.... Ohhhh... Ohhh, I'm about to cum... Oh that's it..." With a gasp, she manages to choke out, "Oh, I'm cumming!"

Hearing and seeing the incredibly sexy Michelle screaming and writhing in the throes of another powerful orgasm on the bed beside me - while I'm fucking her best friend's ass hard and deep - gets me about as close to orgasm as I'm going to get. The girls can tell I'm getting close. "Oh yeah," Michelle moans. "Cum!"

I pull out of Kim's ass. I peel the condom off and toss it on the floor. Kneeling over Kim, I stroke my cock.

"Jack it, baby!" moans Kim into the pillows.

"Oh yeah," cries Michelle, with Kim's hand still buried in her pussy, working furiously.

"Jack it, cum all over my back!"

"Oh yeah!"

"Put it on my back!"

Stroking my cock furiously, I finally, FINALLY manage to reach orgasm. With an agonized shout, cum explodes out of me, all over Kim's back and my furiously pumping hand.

"Oh yeah!" cries Michelle, delighted that they've finally made me cum.

"Ahhhhh shit!" I moan, as my orgasm finally subsides. I wipe my hand on Kim's back, and collapse back on the bed, once I manage to disentangle myself from Michelle's arm, which is still reaching into Kim's cunt.

Once we all catch our breath, Michelle realizes she has to be at work in the morning, so they probably need to get going. After some backing and filling, everyone manages to find their own clothes and get them on. Once dressed, we decide to have one last cigarette each before I take them back to pick up their car.

(Part III still to come - no, it's not over yet!)

A Return of Regular Action? - 2005-03-31
Patience Rewarded - 2005-03-29
Infidelity... It's Everywhere - 2005-03-25
3 A.M. Eternal (KLF is gonna rock you!) - 2005-03-24
A Different Twist - 2005-03-21