What Are Friends For? Sound asleep, the noise aroused me from my slumber, but I was not really aware of its source. When it began again, I recognized a knock at the door. Having just gone to sleep, I stumbled out of bed, threw a robe over my naked body, and went to see who was at the door.

Through the peep-hole I saw Leslie and Paul, my best friends, whose house I had just left an hour before. They had noticed my mood before I left and felt I needed some cheering up. One carried a video, and the other, a bottle of wine.

We poured the wine, popped in the video, and plopped onto the couch, myself in the middle. We were cozy on the couch, and the wine began to relax us.

Paul opened the front of my robe. Then he began to stroke my leg.

His hand roamed the skin over the length of my thigh. My softness started to cream almost immediately.

Leslie pulled the robe open far enough to reveal the breast on her side and began to gently squeeze it and tweak the nipple. I slumped further into the couch, and the two of them went to work on me in earnest. With Leslie's prompting, I raised my shoulders enough that she could slip off my robe, and Paul finished uncovering my legs. I had slumped to the point that my crotch was almost at the edge of the couch. Paul spread my legs and knealt between them. Slipping his hands under my soft place cheeks, he pulled my crotch to his face and began eating my softness. I can't say I was fully awake, but I was getting fully aroused. He used his tongue to trace the folds of my lips.

He curled his lips over his teeth and gently tugged at the folds of flesh. With the lightest of touch, he flicked his tongue across my personal place, and nuzzled his nose in my muff. Sliding his face lower, he explored my private part as far as his tongue would reach, and afterwards, began to tongue play me. He alternated activities, so that soon, my whole softness was alive. One minute my personal place was being serviced, the next, my cunt, and in between, my lips.

Meanwhile, Leslie was occupied with my breasts and mouth.

Occasionally glancing to enjoy the sight of her husband eating my softness, she sucked on both breasts.

She nipped at at my now permanently hard nipples with her lip-covered teeth. She lapped at my breasts with her tongue. She sucked in as much breast as her mouth could hold and then, holding it in her mouth, used her tongue to toy with my nipple. And, when her mouth was not on my breasts, it was on my mouth. Our tongues dueled in first one mouth and then the other. We alternated sucking each other's lips into our mouths and exploring them with our tongues. Sometimes, we just kissed, our soft lips pressed tightly together.

When Leslie's mouth occupied my mouth, her hands were on my tits. Sometimes both hands squeezed and worked on one globe sometimes, each hand had its own. At other times, just the thumb and forefinger of each hand captured a nipple and twisted, squeezed, pinched, whatever Leslie thought to do. I didn't care...

it all felt good. My softness was drenched now, both with Paul's saliva and my own juices. My hands were not unoccupied, although being more or less pinned against the couch, I could grasp only what was within arm's length. I ran my fingers through Paul's hair, sometimes grabbing hold to pull his face harder into my crotch. Leslie had slipped out of her clothes, and I squeezed Leslie's breasts and pinched at her nipples. When she rose up on her knees, I could slip my hand between her legs. She was obviously turned on by the activities my fingers slipped and glided wetly between her soft folds of skin. I managed to get a finger into her hot, juicy cunt, and at times, toyed with her personal place. Her muffled groans told me she was already very excited. With little commotion, Leslie swung her leg across my lower torso and settled with her legs astraddle mine, our breasts together, our bushes mingling. In that position, Paul could eat both of us, and he did, with relish. His face was already smeared with my private part juice and now he mixed it with his wife's. Whichever one he was not eating, he fingered. As his tongue burrowed into Leslie's cunt, he slipped one, then two, then three fingers into my cunt, his thumb nudging my already sensitive personal place.

As his fingers explored my cunt, his tongue lapped at Leslie's cunt. Then he alternated. The fingers covered with my juices disappeared into Leslie's private part while his tongue returned to my pleasure. Most of the time he was double-dipping, we were kissing and playing with each other's tits. I was tremendously excited. A dull, exciting ache was beginning to grow in my abdomen from the intense excitement without release.

I was alive with sensations from mouth to softness. My personal place felt as if it was twice its normal size.

My private part responded to Paul's every move, and I don't think my nipples could have been any harder. From somewhere and everywhere, the recognizable signs of an orgasm began to roll through my body.

Paul was finger playing me at the time and began to sense what was happening. He increased the tempo with the in and out movement. Leslie, too, knew the signs, and with an easy movement, repositioned herself beside me on the couch, buried her face in my bush and began to tongue my personal place.

Paul's fingers, slathered with my juices, almost rubbed her nose with each movement. I shoved my tits together and pinched the nipples as the first wave of orgasm rolled in. The two of them kept up their ministrations as several aftershocks raced through my entire being. I bucked and cried out, but they kept going until they were sure I was spent and then slowed to a stop. They kissed while I caught my breath. After enjoying the afterglow for a little while, Leslie suggested we all shower together and then get down to some real action. It sounded luxurious to me. Besides, it was time for me to give back some of the attention I had just received. My shower is great for a three-way. Two corners have seats in them so that two people can sit if desired, and that night we were all desired. Leslie and I undressed Paul.

By the bulge in his pants, we could tell that he was already somewhat erect.

As we pulled his shirt from him, we each concentrated on a nipple. We bit, pinched, twisted, tongued...whatever came to mind. Leslie slipped her hand into the front of his shorts while I slid mine into the back. She worked his balls while I squeezed his cheeks and we both continued teasing his nipples.

Then, in a coordinated effort, we pushed down his shorts to let his thingy bob freely.

Almost as if we had rehearsed it, we both knealt to suck on his thingy. First she, then I took it into our mouths. He kept his hands on our heads while we kept ours on each other's breasts. Paul's erection grew until he was fully hard.

His stiff member, ridged with veins, stood invitingly in front of him. Leslie grasped it in one hand and led him into the shower. The warm spray stinging our bodies was just one more erotic sensation in an evening that was becoming crowded with them. Passing the soap around and concentrating two on one, we took turns soaping and washing each other from head to toe. As Leslie ran her hands over Paul from the back, I decided to try out some of the techniques I had seen recently in a how-to film on oral sex. With my nose nuzzled in his pubic hair, I sucked his now limp member completely into my mouth, pinned it to the roof with my tongue, and ran the tip of my tongue back and forth over the frenulum. I loved the feeling of his length growing thicker and longer between my tongue and the roof of my mouth. As it became more and more stiff, I kept up the strong suction and added to it an in-out movement as his lengthening length reached further into my throat. While I sucked on him, I played with his balls, tugging at the fleshy bag and squeezing gently.

Occasionally, I stopped sucking his thingy long enough to suck one ball into my mouth. Leslie, meanwhile, was pinching his nipples with one hand, fingering his sensitive place with the other, and kissing him. Pulling his thingy from my mouth and moving away from Leslie, Paul pushed the two of us together. Little coaxing was necessary. We love kissing each other and enjoy the feel of our bodies against each other's. The warm water spray made it even more enjoyable. While she and I kissed, Paul sat on one of the seats and insinuated fingers into both of us at the same time, each hand taking care of one softness. Two fingers slipped into my cunt, and his thumb began to toy with my personal place. He began to finger-play us. Each time his fingers would travel in, his thumb would bump personal place. While Paul pleasured our cunts, we felt each other's bodies. We both squeezed tits, pinched nipples, and squeezed butts. Our mouths sought mouths, breasts, nipples, necks, and bushes. I enjoyed runnning my fingers through Leslie's pubic hair with Paul's fingers sliding in and out of her private part between my fingers. Every inch of our skin was alive with sensations. Leslie began to come first.

Breathing harder, she groaned and sucked even harder at my breast and nipple.

Her hips undulated to the rhythm of Paul's hand movements.

I pressed her lips to mine and mingled my tongue with hers while I focused my hand activity on her personal place. Her body tensed and trembled as her groans were trapped in my mouth. Her orgasm, the overall sensations, and Paul's continued bumping of my personal place sent me into pyroxisms of my own orgasm. Electricity coursed througout my entire body. Leslie and I hugged even tighter. Paul increased the tempo and force with which he drove his fingers into my cunt. My own moans mixed with Leslie's, and together, we climbed the heights of orgasmic pleasure and gradually came down again. Paul withdrew his fingers from both of us, stood, and absent-mindedly stroked his stiff length as he suggested we dry off and go to the bed. We were all wrinkled from the warm water, which was running out anyway.

Drying each other off, we trooped together to the bed.

Paul, who had been through the time on the couch and the shower without orgasm was randy. He immediately guided Leslie to a kneeling position on the edge of the bed and pushed his thingy into her cunt. As he began to play, she guided me to a spread-legged position within reach of her mouth, and she began to lap at my softness. She bathed my entire crotch with the broad of her tongue.

The warmth and texture were heavenly. She slid her tongue impartially over lips, private part portal, and personal place, paying no particular attention to any part.

When my whole crotch was sensitive to every subtle sensation, she began to concentrate on parts.

She sucked the lips between hers and ran her tongue up and down them. The tip of her tongue burrowed deeply, slowly, sensuously between the folds of flesh and slid leisurely up and down the valleys. At the up end, her tongue glided lightly over and around my personal place. At the lower end, it plunged into my cunt, circling, nudging, tasting as far as it could reach. No hurry. Just heavenly delight. Paul was being just as leisurely with Leslie's cunt. His length slipped slowly to the full depth of her cunt, when he was fully in, he would give a subtle wig-wag from side to side to rub the tip of his thingy against her cervix. Then he would pull out slowly. His hands were busy part of the time rubbing her personal place and spreading her juices over her softness, and other times squeezing her breasts or pinching the nipples. In-between those activities, he squeezed and rubbed her upturned soft place cheeks or lightly scratched at her back with his fingernails.

Leslie began eating my softness with more force in response to her growing excitement. She concentrated more on my personal place. Her tongue circled the bud faster and with more pressure for a while before it began traveling rapidly back and forth directly on it. That ache was welling up again in my abdomen, but I wasn't ready to come again yet. Orgasms are great, but sometimes so is simply enjoying the erotic pleasure for a while. Swinging my leg around her head, I slipped out from under Leslie and moved behind Paul.

Reaching between his legs, I fondled his balls which were teasing with Leslie's juices. I smeared his nipples with some of the juices and then sucked them clean, bathing his brown buttons with my tongue and nipping at the point with my teeth. I fingered Leslie's personal place with the same attention she had just been giving mine. Raising her to a fever pitch, I stopped. Then I lay on the bed face up, legs spread, beckoning to Paul. He took the hint. His pulled his hard, wet thingy from Leslie's private part and plunged it into mine. That alone, almost sent me over the edge, but I held off while he settled in for a slow play of my cunt. Leslie, not to be left out, straddled my face, facing Paul, and lowered her private part to my hot tongue. I tongued her softness eagerly.

I sucked as much of her lips into my mouth as I could and then explored them completely with my tongue. I reveled in the slippery juices oozing from her cunt. I inhaled her scent. I wiggled my face around to smear her juices all over it.

I wanted to take a bath in her very being. Paul had picked up the pace of his strokes into and out of my cunt.

He and Leslie were kissing. He was kneading her breasts and tugging at the nipples.

She was doing the same thing to mine.

I could tell by the sound of his breathing and the urgency with which he was shoving into me that Paul was close. Leslie, too, was approaching another orgasm, and Paul's playing and my enjoyment of Leslie's softness was causing that well-known tingling in my abdomen and extremities. The closer orgasm approached, the faster and harder Paul pounded my cunt.

The more Paul stimulated my cunt, the more earnestly I ate Leslie's softness. The more excited Leslie became, the more aroused Paul was at the scene beneath him. We all were climbing to orgasmic heights together and enjoying every second of the trip.

Paul reached the zenith first. With a loud groan and a bed-shaking tremble, he flooded my private part with his cum. He continued ramming as several waves of orgasmic sensation shook his body.

His pleasure at the use of my private part pushed me over the edge.

As orgasmic tremors vibrated in waves throughout my body, I concentrated my tongue action on Leslie's personal place. It took very few well-directed strokes to ignite the flames of orgasm in her. She tensed, grabbed firmly at my breasts--adding to my pleasure--moaned loudly, and then shuddered as the effects of coming took control of her entire body. Several times her knees tightened their grip on my shoulders and then relaxed as another wave crashed through. Paul, meanwhile, had stopped movement, but kept his length in my private part as his cum began to seep out of me and trail across my sensitive place onto the bed. Shortly, with everyone breathing easier, Leslie lay on the bed to one side of me, and Paul collapsed to the other side. We lay there for some time drinking in the sensuous afterglow. Pulses slowed. Breathing returned to normal.

But I don't think anyone lost much excitement nor arousal.

After a dreamy time, Leslie pulled my legs apart, knealt between them, and began to eat my softness, enjoying the idea that her husband's cum was still teasing from my well. The warmth of her tongue was almost a balm to my well-teased personal place, the focus of three orgasms already. When she pushed her tongue into my cunt, more cum flowed out. She used her tongue to push it all around my softness, slathering the whole area with the pungent, slick, sticky liquid. I tugged at Paul who moved up so that I could suck his decreased though not completely small thingy into my mouth. It tasted of me and him.

My nose nestled in his pubic hair on which lingered Leslie's juices, my juices, and some of Paul's cum.

The combined scents were electric. My excitement had not dropped to zero, and between the olfactory sensations and Leslie's tonguing, I was climbing towards orgasmic ecstacy again.

As Paul's thingy grew again, I concentrated on it outside of my mouth. I flicked the tip of my tongue rapidly back and forth across the dark mid-line that runs the length of its underside as I slipped my way up and down its path. When I came to the notch in the dark purple crown, I lingered a while with my flicking.

Paul responded by growing harder. His hips flexed in my hand as he pushed his length against my tongue. After a few moments on that spot, I flicked my way down the shaft again.

Sometimes when I came to the swollen head, I would take just it into my mouth and swirl my tongue around and around holding it tightly in my mouth with suction.

Afterwards, I would resume the flicking motion. Leslie, simultaneously, had taken hold of my private part lips with her fingers and stretched them open as wide as possible. That both opened my private part completely and made my personal place prominent and vulnerable. With her mouth on my cunt, she sucked the last of Paul's cum from me. Then she searched out the inside with her tongue. Working her way outward and upward, she used the full width of her tongue to taste my whole crotch, leaving me awash with her saliva and my own juices which had not stopped flowing since Paul first opened my robe on the couch. When she came to my personal place, she began using just the tip of her tongue in the flicking action she had been watching me use on Paul.

My personal place responded immediately by sending excitement to every part of my body.

Stretched into exposure as it was, the full power of every flick concentrated into stimulation for my personal place. As charged as my senses were, I shortly burst into another orgasm. I tensed and trembled as excitement and release rippled throughout my body. Leslie kept up the wet flicking. The sensations decreased for a few moments and then another orgasm escaped. Leslie, enjoying what she was causing, continued flicking, continued stretching my lips to keep my personal place exposed. Now the orgasms were like pulling a string of pearls from my body.

I couldn't tell if I was having one big orgasm or many small ones, but it was ecstacy. Finally, the tension in my body let down, and Leslie ceased concentrating on my personal place.

With a sigh of sheer pleasure, I relaxed. Leslie leisurely bathed my private part with her wet tongue. I had continued tonguing Paul all through the hot action centered on my softness. The combination of my activity and watching me come had returned his thingy to full erection. Taking her hand, he guided Leslie onto the bed and laid her on her back.

Kissing her legs, he raised them up, resting her calves on his shoulders.

He then manipulated his length back and forth across her glistening wet softness until his thingy, too, was wet and slick with her juices. Pushing down on his shaft, he slipped it easily into her cunt. Rubbing her legs with his hands, he began to play her slowly. The gleaming shaft disappeared into her center, came back out until its dark head almost showed, and then disappeared again. I stood behind Paul, hugged my body to his, and then while I pinched and toyed with his nipples, I matched my body motion to his. I held him against me by pulling back on his pelvis, and then I set the pace of the play. I pushed his thingy in and pulled it back out of Leslie by holding him against me and thrusting or withdrawing with my hips.

It was almost as if I was playing Leslie and Paul's thingy was merely an extension of my body, or that Leslie was really being played by two people at the same time. I sped up the pace. I slowed down the pace. Leslie's groans and squirms showed that she liked it. After some time, I let Paul set his own pace. I lay down on the bed perpendicular to Leslie and began to suck on her breasts. Her hard nipples sprang resistantly from the flick of my tongue.

Gently, very gently, I bit down on a nipple. Letting her get used to the pressure gradually, I continued biting, increasing the pressure. Her groans and squirms increased. I switched to the other nipple with my mouth and repeated the activity while I pinched the one I had been biting. "Play me.

Play me hard, " she began muttering breathily. Paul increased the tempo and the force with which he drove his length into her cunt. With my free hand, I began to play with her hard personal place. Leslie groaned and squirmed more. Now she was breathing in deep breaths, and her abdomen was beginning to tremble spasmodically. My fingers slid along the length of Paul's thingy as he played and I rubbed personal place. For a few strokes, I put a couple of fingers in Leslie's private part along with Paul's length.

The tightening stretch of Dyann's tunnel pushed both of them closer to orgasm. "Play me. Play me, " she said more forcefully. I muffled her words by covering her mouth with mine and tongue-playing her. Concentrating my finger action lightly on her personal place, she bounded to the edge of orgasm. With a great shuddering breath she began to come. Now she was grabbing at Paul's sides forcing his length into her harder and deeper. Paul didn't need much encouragement. His orgasm emminent, he was already shoving hard anyway.

Eyes closed, head back, mouth open, Paul's thingy began to twitch and spasm, delivering another load of cum, this time, into Leslie's cunt. He continued his playing as Leslie's orgasm peaked.

Groaning loudly, she tensed and strained to squeeze the most from each bit of orgasmic pleasure. Her body jerked several times as each knot of release worked through her cunt. His own orgasm spent, Paul's thrusting slowed, allowing both of them to come down gradually.

As I pulled aside, Paul lowered his tired body onto Leslie's and left his thingy to shrink and slip out on its own. I faced them lying on my side, slipped my lower arm under Leslie's neck and my upper one across Paul's back, my hand on his butt.

We had pleasured ourselves into exhaustion, and now we were quietly communicating our closeness as friends. After all, what are friends for?