When I woke from my nap, I had to think for a second before I remembered where I was. I turned in the cool sheets and reached to touch Ellen, but felt only an empty bed. Ellen had gotten up already and left me in my peaceful slumber. How long had I slept I wondered. I looked at the clock radio on the nightstand, its bright red numbers glowing, even in the light of day. It was almost 4 o'clock.

I had almost slept 2 hours, although it felt as if I had slept for eight. I sat up and saw a new pair of shorts neatly placed on one of the chairs in the room. My dirty shorts and underwear were next to them, cleaned and pressed; a new shirt was on the second chair in the room. I could hear the television playing softly in the other room. I got up, pulled on my old but clean shorts, and looked out of the bedroom door. Ellen was sitting in one of the chairs, comfortably watching CNN news.

She was wearing a man's shirt, one that had tails in front and back. Just that and a clean pair of light blue panties. She was sitting sideways in the chair with her legs hanging over one of the arms. She chuckled at something in the news broadcast and I watched as her tits jiggled up and down as she laughed.

With her eyes still on the news show, she said, " Welcome back to the living David. You sure do sleep soundly. I think a bomb could have gone off in that room and you would have slept through it."

"Well I guess you know how to tire a guy out Ellen," I said.

She finally turned her head to look at me and smiled proudly.

"I see that you found your shorts. I told them to make it a rush job when I called. I must say they do keep their word. I put your new shorts and a new shirt in the room too. I hope they fit."

"I'm sure they will," I answered. " I haven't seen you make a mistake yet."

"I try," she replied.

I went over to where she was sitting and squatted down next to her. She reached out and ran her fingers through my hair. Her nipples began to harden under her shirt, and I felt my cock pulsate as it started to fill with blood. We smiled at each other, both of us knowing that things could start up very quickly if we let them. I took a deep breath, trying to regain some composure. I moved my position and sat on the floor in front of her chair and looked at her.

"What do we do now?" I asked.

"Well, your parents still think that we're going out for dinner and a show," she said. "I called them, when I got up, to say that I was having a fantastic time with you. I said that you knew how to make me feel real good. They were happy to hear that; it made them very proud of the youngest son. I do think we should go and get something to eat, so that I don't feel that I'm always telling them half-truths. We can entertain each other back here after, instead of going to a movie. The hotel has a restaurant downstairs. We can have dinner there. How does that sound?"

"It sounds as if you know what you're doing," I answered. " It's just past 4:00 and I'm sure they don't start serving food until 5:00. How should we kill an hour?"

Ellen smiled at me and lifted her left leg off of the chair arm, swung it over my head, and placed it on the other. She lifted her ass up and pulled her panties off of her ass. She then brought her legs together and pulled her panties off over them. She returned her legs back to the chair arms, looking at my eyes and smiling.

"You can have your desert now, before dinner, if you like David," she said in a very soft voice.

Ellen scooted down into the chair, bringing her ass to the edge of the cushion. Her pussy was just in front of my face. The lips of her cunt inviting me, once again, to open them up with my tongue and taste their wonderful flavor. How could anyone resist what Ellen offered? Ellen knew what she wanted and she knew what I wanted. My cock was as hard as a rock as I gazed between Ellen's spread legs.

"Are you sure this won't spoil my appetite Ellen?" I asked.

"I hope this increases it for what I can give to you David," she replied. " Eat me again, David. I like to feel your face on my cunt. I want to cum again. You can fuck me all you want after dinner. Please. I want you to eat me now."

Ellen tried to spread her legs even more, as I brought my face to her pussy. I placed my hands under her thighs and felt the soft, smooth skin of her legs. Gently, I spread the lips of her pussy with my tongue, dragging it from the bottom of her pussy to the top. I placed my tongue over the entire length of her pussy. I pushed slowly until it was inside of her hole. I felt the muscles of her cunt try to hold onto my tongue. I let my tongue stay there until I felt her grip lessen. I brought my tongue out of her and let it explore the entire area of her pussy. I let it float lightly over the lips of her cunt. I rested it on her clit, pushing down on it, applying pressure on her swollen button of pleasure. I flicked my tongue like a snake on her clit, causing Ellen to pump her hips into the air. I began to taste Ellen's sweet juices as they started to flow freely from her. The sloppy sounds that we were creating between her legs made me want to grab my own hard cock and jerk myself off. My cock was so hard it hurt. I resisted, wanting to save everything for after dinner, when I hoped to fuck Ellen's beautiful cunt for as long and as hard as I possibly could. I left Ellen's pussy, taking my tongue down towards her freshly scrubbed asshole. I brought my hands down to her ass, and spread her cheeks as far apart as I could. I would have thought that Ellen would have cried out in pain, thinking that I was trying to split her in two. Instead she pushed down, helping me open her asshole to my mouth. Ellen brought her hand down and began to rub her clit, gently, slowly. I put my tongue to her asshole and began to lick. I dragged my tongue around her opening; I felt the puckered skin surrounding it. I put the tip of my tongue on her asshole and pushed. Ellen lifted her ass, trying to let my tongue inside of her. She began to rock her hips, fucking a cock that wasn't there. I left her asshole and brought my mouth back to her pussy. I spread Ellen's lips with my fingers and pushed two inside of her wet cunt. I felt her hips open wider to accept them with ease. I pushed as far as I could, feeling her cervix bulging from the deep inside. I put my mouth back down onto Ellen's clit as she took her hand away. I sucked on it as gently as I could. Ellen moaned louder as she felt her body begin to take her to orgasm. I felt her cunt open wider and I decided to push a third finger into her. Ellen brought her hands down to her ass and spread her cheeks as I had done. She took her finger and pushed it into her asshole. She was bucking like a horse as we both drove her to a pleasurable madness. I struggled to keep my mouth on her clit as her lower body thrashed beneath me. My hand was covered in her juices now as she convulsed to orgasm. Ellen never said a word, but her moans and groans explained what she was feeling. The chair she was sitting on moved slightly over the carpeted floor as wave after wave flooded Ellen's body. Ellen pulled her finger from her asshole and tried to push my face from her cunt, as she felt her body become over-stimulated. She was loosing control. I continued to work on her clit and I felt Ellen's cunt clamp down on my fingers as I made her body go through another fit of extreme sensation. I sucked, and licked, and worked her pussy with my hand until Ellen's body could go no more. Slowly, her hips struggled to pump into the air. Her cunt could no longer grip onto my hand. Her moans began to die down in volume until it was a very soft sound of pleasure and exhaustion. Her legs weakly moved over the arms of the chair. Soon, the only sound that she made was from her labored breathing. I took my mouth from her clit and slowly withdrew my fingers from deep inside of her cunt.

"Oh David," she said softly as she licked her dry lips. "Please, don't ever do that again to me. I was ready to pass out."

"Did you enjoy yourself?" I asked.

"How could I not?" was her reply, as she tried and failed to sit up.

I watched her tits rise and fall as she breathed. Her nipples were still hard and inviting. I leaned over her and kissed each one. I then brought my lips to her and we kissed deeply. I looked into her eyes as she reached out to grab my still hard cock. She reached further and cupped my balls in her hand.

"I can't wait to have your cock inside of my cunt David," she said, her voice communicating the desire she felt. " I want these balls to fill me until I can't hold anymore."

"First we need to let you rest. We could also use some food for energy, don't you think," I said smiling. " I'm starving. How 'bout you?"

"Yeah. I'm sure we both need to recharge our batteries for later," she agreed. " I'll freshen up a bit and get dressed. Why don't you call downstairs and reserve a table for us. Tell them what room we're in and there shouldn't be any />
Ellen got up slowly from the chair and went to the bathroom. I called the restaurant, and as Ellen had said, there were no problems when they knew what room I was calling from. I hung up the phone and went to the bedroom to put on my new shorts and shirt that Ellen had ordered. As I was changing, Ellen came out from the bathroom. Again, I was delighted with what my eyes saw. Ellen was wearing another sexy outfit for me. The top had short sleeves that hung off of her shoulders and the front was cut fairly low. It was tasteful and sexy, not sluttish. Her round breasts filled the top, her hard nipples easily visible through the white flowered print. The ruffled skirt that she wore came down to her knees; a pair of sandals with a short heel completed her outfit. I could smell the baby powder she had dusted onto her body, reminding me of when my brother had introduced us at the rehearsal.

As I stared she asked, " Are we all set?"

"Uh, yeah," I struggled to say. " No problem. Whenever we're ready, they said they would have a table for us."

"Well, I'm ready. Are you?" she asked politely.

"As ready as I'll ever be," I said, still staring at her image.

We rode the elevator down to the lobby, not saying a thing. Both of us knew what the other was thinking. I couldn't wait to take her clothes off and plunge my hard cock inside of her. Ellen wanting to spread her legs as far as she could to accept my deposit of cum into her cunt. We looked at each other and smiled as the doors of the elevator opened as we reached the main floor.

Ellen said softly to me as we walked towards the dining room, " We had both better concentrate on eating and nothing else. Don't you agree?"

"It's very hard to think of anything else. It's all your fault, you know," I said with a teasing tone.

"I guess you're right David," she said as she took my arm. "I'll take the blame for what's happened between the two of us. You will forgive me someday, won't you?" she asked with devilish eyes.

"I'm sure I will," I said as we entered the restaurant.

The hostess, who looked just a few years younger than Ellen's age, sexy like girls in < erotikschule dot com > , and kind of cute, seated us in a dark corner booth, away from most of the activity that a restaurant can sometimes have. She gave Ellen a sort of knowing smile as she left us to enjoy our time together. I felt as if she gave me the once over too. It was as if she knew everything that had happened between Ellen and I. I watched her as she walked away to seat other customers. She was quite a bit shorter than Ellen and a little heavier in the waist. She had blond hair, which hung just above her shoulders. Her tits were smaller than Ellen's but still looked like a good handful. The dress that she wore was down to the floor, but the slit, which went a few inches above her knee, made visible a very sexy pair of legs. Her ass was flat but had a nice, jerky motion, when she walked. Ellen smiled at me as I stared and said, " Not bad, huh Dave. How would you like to fuck her?"

"Right now, you're more than enough for me to handle," I replied, as I spied the hostess bending over to talk to another young man. That flat ass looked pretty good in that position. I could make out the lines of her panties, hugging her hips, showing where her inviting ass was. My cock started to stiffen once more. Ellen had planted quick growing seeds into my brain. "Two like you could kill a guy."

"Can you think of a better way of going?" she asked as she sipped from her glass of water. " It's something to think about."

I didn't pursue this line of talk, not daring to find out where it might lead. Our waiter was a young guy, maybe a little older than me. I watched with amusement, as Ellen playfully flirted with him, as he served our dinner. She had the knack of always making him reach across her body to do something for her, giving him an excellent view down the front of her dress. One time, she nonchalantly lifted her skirt far up on her leg while he was refilling her water, showing off her inviting thighs and making him spill some water onto the table. I could see the bulge in his pants as he moped up the damage. Ellen smiled at me, knowing quite well what she was doing to him.

"Does your teasing turn you on?" I asked quietly when our waiter left.

"It makes me very hot David. It makes me wet. Would you like to see how wet?" she asked seriously. " Why don't you slide over here and feel how wet I am?"

I moved over and sat next to Ellen, hoping that no one would see what I was about to try to do. I dropped a fork to the floor next to Ellen's feet. I reached down with my hand, pretending to search for the fork. I eased my hand up Ellen's leg, letting it slip under her dress and going for her crotch. I glided my hand up her smooth inner thigh until I reached her panties. I could feel the dampness on the material. I pushed her panties aside with my fingers and felt for the slit of her pussy. I found it and pushed my fingers into her. Ellen moved only slightly as my finger felt the slipperiness of her cunt's fluids. My cock was as hard as a steel rod again, the adventure of what I was doing and my desire to fuck Ellen, having its effect on my cock.

I rubbed her clit and Ellen leaned over to whisper in my ear. " Stop it David or I'll fuck you on this table, right now, in front of everyone here."

I took my hand from Ellen's clit, not believing that she would do what she said, and not wanting to find out either. I picked up the fork, and as I straightened out my body and sat up, I was shocked to see our hostess standing at the table, looking at me and smiling the way Ellen did.

"Did you find what you were looking for sir?" she asked in a very pleasant, and yet all-knowing voice.

"Uh, yes," I said as calmly as I could. My hard cock immediately deflated, as I felt that I had been caught. I held up the fork and said, "Dropped it."

"I noticed you struggling, and thought that I might be able to help you," she said, still smiling that knowing smile I had become so used to seeing on Ellen's face.

"David is very talented for such a young man," said Ellen.

Her voice came out of nowhere. I was caught off guard. I was so busy trying to save my ass that I had completely forgotten that Ellen was there.

"David never ceases to amaze me at what he can do," she continued. "I'm sure David could handle almost anything that I presented to him. Isn't that right David?"

"Uh, I suppose," was the best answer I could think of.

"Well, you're very fortunate to have a man like him Ellen," she replied. She leaned over and said softly to us, " I wish I could find a man like him. Would you mind sharing him?"

Ellen leaned her head back and chuckled, her tits bouncing ever so slightly. I noticed her nipples were very hard.

"Maybe, under the right she said. " He is worth a lot to me. I wouldn't want to leave him in the wrong hands."

"I promise I wouldn't damage the goods," she said laughing.

I could see the hostess's hard nipples through her dress too.

"What is going on," I wondered to myself. " These two are talking like long, lost friends, about me, as if I were something they could trade back and forth. And how did she know Ellen's name?"

The hostess left, saying something to Ellen I didn't hear, as my mind tried, with little success, to evaluate what had just occurred. Ellen just sat and smiled at me as if nothing had really happened.

Our waiter finally came back to clear out table and bring us our check. His hard-on had disappeared and he tried to avoid Ellen as much as possible. Ellen told me that she needed to use the bathroom and left me alone at the table. I paid our bill, with the money that my mother had given to me, and waited for Ellen to return. I thought that I noticed the hostess enter the ladies room also, but I wasn't really sure that it was. Ellen finally returned, and as we got up to leave, I began to think of what was in my near future. All I wanted was to get back to Ellen's room and start fucking her. As we left the restaurant, Ellen told me that she wanted to go to the gift shop.

"I saw something in there that I thought I might want to buy," she told me

Any delays, at this point in time, were monumental. I wanted to fuck; Ellen wanted to shop. We walked to the gift shop as I checked my watch. I knew I would have to go home tonight. I had only a couple of hours left, before my fairy tale carriage would turn into a pumpkin, just as Cinderella's had. Ellen took her time browsing as I waited impatiently. Half an hour went by.

Finally she said, " O.k., let's go."

"Aren't you going to buy something," I asked.

"No. Let's go," she said, as if I was crazy thinking that she wanted to but something.

We made our way to the elevators and waited as one came down for us. My mind was still whirling over what had happened in the restaurant with the hostess. I remembered that she had called Ellen by her name.

"How did the hostess know your name Ellen?" I asked in a puzzled tone.

Ellen continued to watch the numbers of the elevator go down as she answered. " She called me by name? I don't />
"Yes," I said. " She called you Ellen."

"Maybe she got my name from the hotel registry. She knew what room had made the reservation, right David," Ellen answered in a confident tone.

Ellen had that knowing smile on her face as the elevator doors opened and the people from within filed out. I accepted her answer without reservations as we entered the elevator alone and the doors shut behind us. I pushed the button for the top floor and felt the car begin to rise. Ellen stood in front of me, as close as she could.

"Going up," she said in a very playful tone.

She rubbed my cock until it was hard once more. I held her close and kissed her, forgetting about all that was cluttering my mind from dinner. Ellen pushed her tongue hungrily into mine as I held her soft tit in my hand. I pulled her tit from her shirt and began to suck on her nipple. Ellen tilted her head back and moaned as she felt my tongue play with her nipple. I reached down and pulled her skirt up as fast as I could. I finally was able to find her panties and push them aside, so I could touch her wet pussy. I slid a finger into her warm cunt and felt her soft insides envelope my finger. I pulled my finger from her cunt and brought it to her mouth. Ellen sucked my finger and moaned, as she tasted her own juices.

Ellen brought her face to my ear and said softly as she breathed deeply, " I've arranged for a little surprise for you. I'm taking a pretty big gamble, but I hope you're pleased. No matter what, give it a chance and I'm sure you'll be happy."

"For you, I'll try anything," I said, as I kissed her gently over her face. " Like I've been saying, you've never been wrong so far. I trust your judgment." Ellen kissed me deeply as I wondered what her surprise was. I decided to wait and see.

We finally reached her floor and Ellen took me by the hand and led me to her door. It was as if she couldn't wait to spring her surprise on me. As we entered her room she made me sit in one of the chairs.

"Wait here until I call you David," she said smiling. " Promise me that you'll give my surprise a chance."

I said.

"Cross you heart," she demanded.

I crossed my heart with my finger.

"No peeking now," she said, pointing her finger at my nose.

Ellen turned and went into her bedroom, with a seemingly very happy bounce to her walk. She closed the door softly behind her, making me wonder again, what did she have in store. I heard some noises come from the bedroom and had no idea what they were. Finally, the door swung open slowly, but I didn't see Ellen standing there for me. I sat puzzled on my chair, and then I heard Ellen's voice.

"You can come in now David," called Ellen. " My surprise is ready for you. Close the door as you come in."

I got up from my chair with my stiff cock leading the way. My pants were baggy enough so that my cock could stand out straight, and not be bent down in a painful position. The light was dimmer than usual inside her bedroom. Ellen must have somehow changed bulbs, but why? Coming from the brightly lit living quarters, I really couldn't see too much. I turned and closed the door as Ellen had instructed me to do, and paused to let my eyes adjust to the darkness. When I could see well enough, I turned towards the bed and couldn't understand what I saw. Ellen was sitting naked on the edge of the bed, her arm around the naked body of another woman sitting next to her. Both of them were smiling, almost giggling as I stared in disbelief. It was then that I recognized the woman's face. It was the hostess from the restaurant downstairs. I tried to speak, but the words failed to come out. I swallowed and tried again.

"You're the lady from the restaurant," I said quickly. " I don't understand. What's going on here?"

I then realized that I was standing in front of a strange, naked woman, with my hard cock trying to crawl out of my shorts. I suddenly felt embarrassed and placed my hands in front of my bulging cock. I looked towards Ellen with pleading eyes, hoping that she could eliminate the lost feelings that were flooding my brain and body.

Ellen smiled at me, and then leaned over to the hostess and kissed her gently on the lips. The hostess kissed Ellen back, raising her hand to hold Ellen's tit and squeezing it gently. I closed my eyes as the room began to spin and my knees went weak. I reached back for the wall to support myself.

"This must be what it's like in the Twilight Zone," went through my brain. "In a half hour this episode will be over."

I slowly opened my eyes, wondering if what I saw was real. As my eyes focused again, Ellen and her naked friend were still sitting together. I took a deep breath and tried to logically analyze what was happening. Ellen was unpredictable, impulsive, daring. She said that she had a surprise for me. Talk about your understatements. She had been attracted to the hostess, as I had. Add it all up and this is what you get David. I nodded my head as I finally came to grips with what was going on. I saw Ellen smile at me and a small smile began to grow on my face as well. I could see the delight in Ellen's eyes as she saw the growing acceptance in my face.

I stood away from the wall as my cock regained its rigid form and asked Ellen politely, " Aren't you going to introduce me to your friend."

"David, it is my pleasure to introduce you, formally, to our good friend Lillian," replied Ellen in a very happy voice.

"Hello, Lillian, I'm very glad to meet you again," I said, as I walked over to her and took her hand.

I gazed at Lillian's body as I held her hand. As I had described her before, her hair was blond and hung just above her shoulders. She had very large brown eyes, offset by a very small nose and small pair of lips. Her tits were small too, the tops of them covered with freckles. Her areoles were large, covering almost half the area of her tits. Her erect nipples were larger than Ellen's. Her body wasn't as toned as Ellen's either. You could pinch an inch on Lillian from just where her tits began, down to her hips. As she sat on the bed, her thighs widened, but still had the firm look of a woman who was on her feet all day. Her pussy was covered in a thick coat of very blond hair.

Lillian reached out, as I gazed at her, and held the head of my cock, through my shorts, in her fingertips. She squeezed it gently and smiled.

"You can call me Lilly, if you like. I prefer it," she said softly. " Ellen has told me a lot about you. I must say, she has been very truthful," she said smiling, as she squeezed my cock once more. " He's quite a find Ellen. I'm glad that you picked me to join you two."

"You should thank David, Lilly", Ellen said. "I could tell that he liked what you had to offer when we were downstairs. I'm sure he would have invited you himself, if he had the />
Lilly smiled at me and asked, " Is that true David?"

"I have to admit, I did liked the way your ass looked when you bent over," I replied. " It did make me hard in the />
"Why, thank you David," Lilly said as she brought her lips to mine.

Lilly placed her tiny mouth to mine and kissed me softly. My breathing became very heavy and my heart pumped as if I had just ran a race. I put my hand on her shoulder to steady myself. Lilly was warm, her skin smooth and soft. I could smell her perfume. It smelled like the kind of perfume that a woman would wear, not a teenagers' sweet, candy-like scent. My cock throbbed inside of my pants, creating a wet spot inside. I pulled my lips away from hers slowly as I looked into her eyes. I could tell that she ached to go on; her desire to fulfill her wants becoming desperate. Ellen put her hand on top of mine and broke our stare.

"Why don't you let Lilly and I help you out of your clothes David," she said. " Once we're all naked, we can get this party going."

"Great idea Ellen," Lilly said smiling. " I'll get his shirt; you can be the lucky one and take care of his pants."

Lilly put her fingers over the head of my cock and gave it a couple of strokes. I thought that I might loose my load, as this woman I had really just met, touched me where only Ellen had, with the intent of having my cum shoot out of my hard cock. Lilly let go of my cock and stood up to unbutton my shirt. Ellen got off of the bed and came around behind me. She reached around my body and began to unsnap my shorts and pull my zipper down. I couldn't believe that two women were stripping me in a hotel room, wanting to have sex with me. Scenes like this only happened in porno flicks that I had found in my older brothers' apartments. Ellen started to pull my shorts off, kneeling down on the floor as they got close to the ground. Lilly pushed my shirt off of my shoulders and, as I took it off of my arms, tossed it to the side.

Lilly was short, coming to just below my shoulders. This placed her lips at the level of my chest. She reached out and softly let her hands glide over my chest. She let her fingers gently play with my nipples. They quickly became erect, her teasing making me want to plunge my hard cock inside of her. She then placed her mouth over my nipples and began to lick and suck them. I couldn't believe how this turned me on. Now I knew why women liked this so much. She drove me crazy as she stimulated my nipples with her mouth. I held Lilly's head in my hands, gently pressing her into my chest, not wanting her to stop what she was doing.

"Do you like what I'm doing to you David," she asked, as she let her tongue crawl all over my nipples.

"Um," I moaned. " I'm sure you could do a fine job on my cock, too, Lilly," I said weakly.

Lilly continued to stimulate my nipples when I sensed what Ellen was beginning to do to me. She had taken my shorts off of my feet and was now squeezing my ass. I felt her kneed my cheeks, as I had done to hers. I could imagine the red marks, created by her fingers, begin to cover my ass. I felt her spread them apart, stretching them as wide as I thought possible. Without thinking, I pushed back with my ass, just as Ellen had. The more I pushed, the more I liked it. Ellen began to lick and kiss my ass. I enjoyed how she was gently, loving my ass, when I then felt the air from Ellen's nose in the crack of my ass. Before I realized what she was about to do, I felt her tongue push between my cheeks and search for my asshole. I stopped thinking and could only feel, as Ellen's tongue licked my hole. She circled it with her tongue and pushed as hard as she could into it. She then brought her mouth down between my legs. She pushed my legs apart gently, and then took my both of my balls into her mouth. I felt Ellen's tongue lick each of my balls as she held them in her mouth. The heat and wetness of her mouth is still indescribable to me. I was experiencing sensory overload, as these two women were having there way with my body. One thought did enter my mind as the neurons of my brain flashed without direction.

"This is just the beginning," registered in my brain. " These two could kill me if they're not careful. I'm going crazy, and neither one of them has even touched my cock yet. Shit, I haven't even tried touching one of them."

I struggled with the thoughts of asking them to stop and telling them to continue. I don't know how long it was before Ellen took my balls from her mouth and stood up next to me. Lilly took her mouth from my tits and sat back down on the bed.

"We don't want you to cum right now David," said Ellen softly. "Why don't you relax and watch Lilly and I."

With that, Ellen took my hand and we both joined Lilly on the bed. Ellen led me to one side, and then joined Lilly, kneeling on the other. I watched and listened as Ellen and Lilly began to kiss each other once more. I heard their moans of pleasure as they pushed their tongues into each other's mouths. Lilly held Ellen closely, letting her arms slip behind Ellen and fall down to her ass. She squeezed Ellen's ass, pulling their cunts together. I could hear the hairs of their pussies rub together, making a sound like sandpaper gliding over a piece of wood. I wished to join them, but decided to enjoy the vision in front of me. Lilly eased Ellen down into a lying position, having her put her head on the pillows at the head of the bed. She leaned over Ellen and began to lick her body. She worked her way to Ellen's tits. She put her mouth over Ellen's nipples and sucked on them as she had done to mine. Lilly's ass was pointed high into the air, the flatness that I had seen as she walked, replaced by the round image I was seeing now. I moved closer to both of them, again, wanting to join in, but fearing to disturb their pleasure. Lilly continued as if I wasn't there. She slowly left Ellen's tits, dragging her tongue on Ellen's stomach until she was just above her pussy. Lilly took her hands and spread Ellen's legs as she prepared to eat her pussy. Ellen brought her feet up to her ass, and held them around her ankles. She spread her knees apart, inviting Lilly to put her mouth on her pussy. Lilly took her hands and spread the lips of Ellen's pussy apart. Even in the dim light, I could see the glistening of Ellen's juices, as they flowed from her hot cunt. I watched as Lilly stuck her tongue out and brought her face down between Ellen's legs. Ellen's hips rose as she felt Lilly's tongue enter her cunt. Ellen's hips rocked with pleasure as Lilly explored her pussy and stimulated her clit with her mouth. I became brave and decided to join in. I went over to Ellen and began to suck on her tits. I gently licked her rock hard nipples as she pumped her hips into Lilly's face. Ellen reached out and held my hard cock in her hand as she enjoyed what Lilly and I were doing to her. As I continued to work on her tits, Ellen took her hand from my cock and gently tapped me on the shoulder.

"Go and eat Lilly's cunt David," she said softly.

Without hesitation, I left Ellen's tits and moved down towards Lilly's ass. Lilly continued to eat Ellen's cunt, not paying any attention to what I was doing. I wasn't sure how to position myself. Should I eat Lilly from behind, with her ass pointing towards the ceiling, or should I lie between her legs and let her bring her cunt down to my face. I decided on the latter. I lie on the bed, face up between Lilly's legs. I looked up and gazed at her very, hairy, blond pussy. I could barely make out the slit of her cunt buried within. I reached up with my hands and gently felt for her cunt. My fingers could feel the dampness and heat coming from her hole. I found the lips of her pussy and slowly pushed two fingers into her. Lilly moaned with pleasure and pushed her hips down as she continued to eat Ellen's cunt without missing a beat. I withdrew my fingers and tasted Lilly's cunt juice. It was slightly different from Ellen's, a little saltier, but just as good. I reached up, grabbed Lilly's round ass, and gently pulled her cunt down to my face. Lilly brought her cunt down to my mouth, spreading her legs even wider for me. I felt the soft skin of her thighs against my cheeks as I pushed my tongue deep inside of her cunt. Fluid was flowing from her so freely, that I felt as if I was lapping water from a bowl, like a dog. Lilly rocked her hips and moaned loudly as I feasted between her legs. I could sense Ellen begin to rock her hips with more determination, as she picked up on Lilly's excitement. In no time, Lilly and Ellen's hips were moving as one, each rising and falling in unison. The bed began to squeak as their motion grew. Soon, the sound of the squeak was drowned out by their moans. I felt Ellen's hips rise up from the bed as Lilly pushed her face as hard as she could between Ellen's legs. I held onto Lilly's ass tightly as I tried to keep my face buried into her lurching pussy.

I heard Ellen cry out, " Now, I'm cuming. Go />
Lilly couldn't talk, but her muffled cries told us both that she was cuming too. As one, their orgasms ripped through their bodies. The bed vibrated, as the energy of their two bodies filled the room. Hips lurched and legs shook. I could feel the muscles of Lilly's ass tighten as another wave went through her body. My face was wet as her cunt pitched over my mouth. It seemed as if they were in a contest to see who could last the longest. On and on I heard their moans. Finally, the storm that their bodies had created began to subside. Ellen finished first, but Lilly was the real winner. Her body continued on, her hips still pushing weakly onto my mouth. She brought her body up from Ellen, not wanting the feeling to stop. Ellen got up and knelt in front of her. She held Lilly's tit in her hand and squeezed her nipple hard. When Lilly opened her mouth to cry out, Ellen pushed her tongue deep inside of Lilly's mouth. Lilly's body responded with another strong orgasm. Hidden energy and strength took Lilly past her limits. Her body seemed to convulse until she collapsed into Ellen's arms. Ellen held her close and kissed her gently. She lowered Lilly's exhausted body to the bed and we watched her tits rise and fall with every breath. I rested my head on Lilly's soft thigh and looked up at Ellen.

"We're not done yet," she said smiling. " Your next."

"If I die, I know I'll die with a smile on my face," I said, as I kissed Lilly's thigh.

"I thought "I" was going to die," interjected Lilly. " I didn't know how to tell the two of you to stop."

I looked at Lilly and found her to be very attractive looking to me now. If Ellen was perfect, Lilly was normal. She was more of what I was used to seeing.

When I finally was able to take my eyes from her, I asked Ellen, " When did you two come up with these plans? When did this all start."

"You remember when you dropped the fork," said Lilly.

I nodded yes.

"Well, I saw what you had done, and then was shocked when I realized why," she continued, as she propped her head up on her bent arm. Her small tits and hard nipples hung to one side, making me want to fuck her as we talked. " I came over to put a stop to things. As I got closer, I could see a wide smile on Ellen's face. I knew that she was enjoying whatever you where doing."

"When Lilly got close enough," added Ellen, " I pointed to me and you, and then to Lilly. I knew that she was interested, but I wasn't sure how much."

"I told Ellen we needed to talk before I left the table," said Lilly.

"So that's what I missed," I said.

"When I went to the bathroom, before we left," continued Ellen, " I gave Lilly a sign to follow me."

"I knew it was you," I said, looking at Lilly.

"We made our plans there," Ellen said. " I gave Lilly my extra room key and told her to get there as quickly as possible. I delayed us at the gift shop to give her time. This situation was not in my plans for you David, but since the conditions were right, I thought why not. So far, I'd have to say that everything is working out just fine."

"Just fine," I said as I kissed Lilly's thigh once more.

"Just fine," said Lilly, as she leaned over to Ellen and kissed her deeply on the mouth.

"Just fine," said Ellen, as she came down to me and took my hard cock in her mouth.

Ellen took her mouth from my cock and said, " I wanted to fuck you tonight, but things have changed. I can still fuck you tomorrow. I want to watch you fuck Lilly. I want you to fill her cunt with that big cock of yours David. I want to see your hot cum spill out of her pussy tonight."

"How does that sound Lilly?" I asked as I looked at her.

Lilly was breathing heavily again as she heard Ellen talk. Her eyes were wide and so was the smile on her face. She got up from the bed, and got on all fours, pushing her round ass into my face.

"Fuck me David," she said as she wiggled her cheeks in front of my face. " Fuck me the way Ellen told you. Fill my cunt up with your big, hard cock. Make my cunt quiver."

I leaned over and kissed Lilly's round ass. I brought my hands slowly to her thighs and caressed her legs. I felt the tightness of the muscles in them. Walking every night in her high heels had given Lilly's legs the sexy shape that they had. I imagined how strong they would feel, when she had them wrapped around my waist, as I pushed my cock as deeply as I could into her wet cunt. I let my right hand slip between Lilly's legs, to where her blond pussy hung down. The lips of her cunt were spread apart in anticipation, waiting to envelop the shaft of my hard cock. I pushed two of my fingers deep inside of her wet cunt, her slippery juices coating my fingers with her tasty fluid. Lilly pushed her cunt back against my hand, allowing my fingers to go as deep as they could. I felt her cervix as my fingers played inside of her.

Ellen made her way over to me and kissed me. She pushed her tongue inside my mouth as far as she could. I imagine that she thought of it as my cock, entering Lilly's cunt. Ellen took my cock into her hand, and slowly began to stroke it. She then bent down and took my cock into her mouth. A flood of her saliva coated my throbbing cock, as she pumped her head between my legs as best she could. I pulled my soaking fingers from Lilly's cunt and held them in front of Ellen. She quickly took my cock from her mouth and began to suck Lilly's juice from my fingers. Lilly turned her head back to watch as Ellen enjoyed the taste of her cunt.

Lilly looked into my eyes and I could see the desperate need in them.

"Fuck me now David," she said with a very forceful tone. " Do as Ellen told you. Put that hard cock of yours into my cunt and fuck me. I want to feel your hot cum fill my box up. I want to see it dripping from my cunt when we're done. Do it now David. Push that cock of yours into me as deep as you can now. Fuck me." Lilly got off of her hands and knees, and laid down on the bed. She grabbed her legs behind her knees and brought her pussy up into the air. She spread her legs as far apart as she could and waited for me to mount her. Her tits spread out over her chest as her hard nipples pointed up to the ceiling.

Ellen took my fingers from her mouth and said to me as if it was an order, " You heard what she said David. Do as I told you. Take that cock of yours and shove it into her. Fuck her now David. I want to watch you fuck Lilly. I want to watch you pump your cock in and out of her cunt. Fuck her David. Fuck her now."

I immediately brought my body in between Lilly's legs. Ellen quickly put her body over Lilly's and faced me.

She sat her cunt down on Lilly's mouth and said, " Eat me Lilly. Eat my cunt while I watch you get fucked by David."

Ellen then reached down and took hold of Lilly's pussy. She grabbed the lips of her cunt and spread them apart as far as she could. I heard Lilly whimper as Ellen opened her up for my cock. Ellen grabbed my cock and guided it towards Lilly's waiting hole. I felt the tip of my cock touch the warm, wet cunt, that Lilly had waiting for me. Ellen sat up to give me more room as I plunged my cock into Lilly. Lilly moaned loudly with pleasure as she felt her cunt expand to accept my large cock. I entered her with ease as her juices poured from her glands. Lilly pulled her legs farther apart and I fell deeper into her cunt. I felt her muscles rapidly squeeze and let go of my cock as I pumped. It was as if she had another hand inside of her cunt. Ellen brought her head closer between Lilly's legs once more, as she watched my cock go in and out. She watched as Lilly's juices began to foam and thicken as I fucked her. Clumps of it formed and became entangled in the hairs of my cock and her pussy.

Ellen got off of Lilly and came to kneel next to me. She put her hand on my ass and helped to push me into Lilly's cunt. Without Ellen's cunt in her face, Lilly was able to watch too, as my cock pumped into her. Lilly was free to put more effort into her attempts to meet my cock with each thrust I issued. On and on I pumped, Lilly becoming wetter and wetter with each stroke.

"Are you ready to cum Lilly?" asked Ellen.

"Almost there Ellen," she stuttered between each breath she took. " Help me Ellen."

Ellen took her left hand and began to rub Lilly's clit. She rubbed as fast as she could as Lilly's hips began to push up from the bed. I thrust my cock into Lilly as deeply as I could, as I felt her hips widen to their limits. Ellen pushed my ass as hard as she could to keep me pressed inside of Lilly, the tip of my cock pressing Lilly's cervix back.

"I'm cuming David. I'm cuming," were Lilly's last words, as a low long moan came from deep inside of her.

Lilly's body began to shudder as her orgasm went thundering through her body. My cock felt her cunt tighten around it. My hard cock responded with a large spasm, as I felt my cum travel up my shaft and explode into her. I could imagine my cum filling her cunt to its capacity. Lilly cried out as she felt my hot cum hit the back walls of her cunt, coating them with the warm liquid that my balls had produced for her to enjoy. As she cried out, another load of cum spewed from my cock. I pushed as hard as I could, making Lilly's legs spread again. I pressed down hard against her, pinning Ellen's finger on Lilly's clit. Lilly cried out again, as her clit was hammered with another jolt of stimulation. Ellen stopped pushing on my ass, and I was able to pump my cock rapidly in and out of Lilly's flooded cunt. A wet, sloppy sound came from between Lilly's legs, as my cum-covered cock, created a frothy mixture inside of her cunt. Lilly's hips pumped as fast as mine, meeting each thrust of my cock with a forceful bump. The sound of our thighs slapping together, made me wonder if anyone walking down the hallway of the hotel could hear. Lilly reached up and held my ass, trying once more to take my cock as deeply as she could inside of her. I stopped thrusting and pushed my cock deep inside of her once again. Lilly rocked her hips, rubbing her clit against me, not wanting this fucking session to end. It was exhaustion, on our part, which finally brought our efforts of fucking to an end. Lilly slowly brought her legs out of the air and down to the bed. I stopped thrusting my hips and rested my body on top of hers. I felt my cock continue to pulsate inside of Lilly's battered and cum filled cunt.

Ellen leaned over our sweated and tired bodies.

"The two of you were fantastic," she whispered. " It was great watching David fuck your cunt Lilly. Wasn't I right. He can sure fuck for a young man. Doesn't his hard cock feel great when it's inside of you. Doesn't it feel good when that hot cum of his fills up your cunt."

Lilly opened her eyes and smiled at Ellen.

She nodded and said, " Everything you said was true, and then some. Kiss me Ellen."

Ellen leaned down to Lilly and kissed her deeply, plunging her tongue deep into Lilly's mouth.

"I want to see David's cum drip out of your cunt Lilly," said Ellen. "I want the two of you to do as I say. Let's not forget that I need some satisfaction tonight. David, I want you to pull your hard cock out of Lilly's cunt and lay down on your back. Lilly, when David is set, I want you to get up and position you pussy right over David's cock. I want to watch his cum spill out of your cunt and cover his cock. Then, I'm going to sit on it so I can have some fun."

Just hearing what Ellen had in store was enough to make my weakened cock as stiff as a board again. I took my hard cock from Lilly's cunt and lay on the bed as Ellen had said. When I was ready, Lilly quickly got up and straddled my cock. Ellen came next to me and reached for Lilly's pussy. She spread the lips of Lilly's cunt and we all watched as my cum began to drip from her. The thick, hot cum that I had enjoyed putting inside of Lilly's cunt, was now stretching down to cover my cock. My cock jumped as the first of my cum touched it. Ellen held my cock still, as more and more cum oozed from Lilly's cunt. Lilly now held her pussy open, and a large load of cum poured quickly out of her. Lilly grunted, as she pushed her insides, trying to get as much cum as she could, to fall from her cunt. My cock now looked like a Popsicle made from milk, all white and shinny, as cum covered my entire shaft.

"My turn Lilly," said Ellen hungrily. " I think you got most of it out."

Lilly moved her body away in order to allow Ellen access to my cum-covered cock. Ellen reached between her legs and spread her pussy's lips apart. Lilly grasped my cock at the base and held it still for Ellen to sit on. Ellen quickly pushed her cunt over my cock and easily slid down onto it. Lilly took her hand from my cock, and brought her face close to mine, so I could watch, as she licked my cum from her hand. The thick white cum coated her lips as she pushed her fingers into her mouth. She then stuck her tongue out of her mouth and licked her lips clean.

Ellen slowly began to pump her cunt onto my hard cock. She reached down and rubbed her clit quickly, as her up and down motion on my cock increased. She closed her eyes, as Lilly came over to her and began to suck and play with one of Ellen's nipples. I watched with pleasure as Ellen's free tit bounced up and down. Faster and faster they went as Ellen brought herself to orgasm. I thrust my hips with them, knowing that I couldn't cum again, but wanting to help Ellen have an orgasm. Ellen pushed down onto my cock as hard as she could, as her body started to convulse as she sat on my cock. Lilly stopped playing with Ellen's tit and brought her mouth to Ellen's. They kissed each other deeply as I heard them moan with pleasure. I felt Ellen's cunt tighten on my cock as another wave went through. I felt Ellen's leg spread further over me as she expanded her cunt to its limits. I pushed up as hard as I could as Ellen's screams of pleasure were muffled by Lilly's mouth over hers. Slowly, Ellen allowed her body to calm, as she stopped rubbing her clit. She rocked on my cock slowly, until she finally stopped. She and Lilly kissed each other softly as Ellen ended her ride to pleasure. Slowly, Ellen lifted her pussy from my cock and brought her body to one side of me, Lilly was on the other. They both looked at me, and then at each other. Then, they both came to my face and kissed me softly. They covered my face and mouth with kisses.

"Thank you David," said Ellen softly.

"Thank you very much," said Lilly.

Lilly and Ellen then looked at each other again, turned to look at my hard cock, and then looked at each other once more. They both, smiled, looked at me, and then went down to my cum-covered cock. To my shock, they both began to lick the cum off of my cock. They took turns, taking the entire length of my cock into their mouths, and sucking my cum into their mouths. Even after I felt that my cock was clean, they continued to lick and suck it. I wished that I could have cum but physically I couldn't. My cock had the dry heaves, its muscles contracting from within, with no success, to shoot a load of cum into each of their mouths. Finally, to my delight, they stopped their torture. They brought their faces to mine and we all kissed once more. I felt their warm, soft skin next to mine, as they both lay as close to me as they could. I felt their hearts pump as they put their chests on mine.

I closed my eyes and tried to relax. I saw the red glow of the radio-clock once more, the hours of pleasure fading fast as each minute passed. There I was, a sexy woman lying on either side of me, each of them wanting more sex than I could give. One was leaving in another day, the other, possibly just a one-time thing. What was to happen? What did my future hold?

My thoughts were interrupted by Lilly's voice.

"I hate to do this, but I do have to get back downstairs and help close the restaurant," she said with disappointment in her voice. "I've been away longer than I had thought. I had a great time with the two of you. Thanks for a wonderful />
"I have to get David back home too," said Ellen, in the same tone of voice. " We all made quite a team. Don't you think? Let's take a shower for old times sake."

We showered as quickly as we could, keeping our desires locked up inside of ourselves. Before we left each other, we all kissed. I found myself kissing Lilly with great passion. I knew that I would have Ellen again, but I wasn't sure about Lilly. As Ellen and I left the hotel to get me back home, the feeling of lose entered my head. Time would soon make everything end. The wedding was tomorrow and Ellen would leave the next morning.

"Make the best of it," I said to myself.

Ellen looked at me and nodded, as if she could read my mind.

story by: sarah bevard

Tags: fantasm sex story

Author: sarah bevard

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