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Lab Partners
by SueNH (1997)

***

As I sat in the darkness of my room, listening to the 
soft laughter and muted conversation drifting down the 
hallway, I found myself pondering the strange and 
exciting progression of events that had led to this 
moment... (MF, rom)

***

Wayne and I had been room-mates since our undergrad 
days. It started off as a random assignment in the dorm 
lottery, but it worked so well that when it came time 
to move off-campus, it made sense to lease a house 
together. We had been lab partners in lower division 
studies, research partners in graduate work, and now 
having both been recruited by the same biotech start-
up, we found ourselves sharing a lab once again. Over 
the course of several years, Wayne and I became good 
friends, almost like brothers. Kinda hard not to when 
you spend almost every conscious moment together. 

So it was probably normal to wonder what would change 
when Sue joined the research project. 

She came on-line about 3 months ago. Since I had poured 
so much personal time and effort into this project, it 
would not have been unusual for me to be skeptical 
about her - or anyone's - ability to meaningfully 
contribute. Wayne later said he felt the same, almost 
even feeling territorial about the work we had done. 
But to be honest, her research abilities never crossed 
my mind when the administrator introduced her... the 
badge on her lab coat may have said 'Dr.', but the way 
she filled it out was shouting 'woman'. And I was 
listening. 
Sue set aside my professional concerns pretty quickly. 

Within a week she was up to speed on the project, and 
within another week she was making a real difference. 
It was a good match - Wayne is very hands-on, I'm very 
theoretical, and Sue is enough of both to be able to 
help make things move forward. Within a month we were a 
solid team, working together in the lab, and having 
fun. 

Yes, definitely having fun. That was an element that 
Sue contributed all on her own. With a musical laugh, a 
mischievous personality, and a teasing playfulness, we 
definitely had more fun in the lab. She had made it 
very clear at the beginning that she would not be 
getting involved with anyone she worked with - 
something about keeping her fantasy life and her real 
life well separated. But that never kept her from 
displaying her femininity... or us from noticing it. 
For one thing, she almost never wears a bra. 

It's fairly obvious, even through a lab coat, that she 
doesn't need to, but I don't think that's the whole 
reason. I think she really enjoys being a little bit of 
a tease, a little bit of a exhibitionist, and if Wayne 
or I happened to be faced with a panorama of cleavage 
while she leaned over to study the latest computer run, 
well, that seemed to be all right with Sue. If her lab-
coat fell open and uncovered her long tanned legs to 
view, she didn't seem to mind us viewing.  And it was 
always a treat to be in the clean-room with her, where 
the chilled air encouraged her nipples to harden under 
my eager gaze. 

At first, Wayne and I tried to keep things professional 
in the lab. Sure, we'd have a good laugh at home about 
the idea of peeking down her blouse like schoolboys. 
And I'm sure each of us was fantasizing about just 
exactly what was under that lab coat, and what we would 
do it she were to share it with one or the other of us. 
I know I was - I had some full-on raging Technicolor 
fantasies, with Sue as the star. But as fun as it was 
to daydream while gazing at a beautiful woman across 
the room, none of that seemed like it was ever going to 
go anywhere. 

Until Wayne made the connection. 

Wayne had discovered alt.sex.stories one day while 
surfing the net, and showed some of the stories to me. 
Some of them were pretty bizarre, but there was one 
author that I liked. In fact, more than once I found 
myself quietly printing out a copy of one of her 
stories, and heading off to the men's room to read 
through a favorite passage one-handed. I suspect Wayne 
was doing the same. Hell, how could any man not be lit 
up by those stories? It became almost a daily ritual to 
scan the newsgroup to see if there was a new offering 
from "S...@aol.com". 

It never occurred to us that Sue-on-the-net might be 
Sue-from-work until "Sue's Overture" hit the wire. 
Wayne brought it home, and with a big grin on his face 
read it out loud: very blond (check) 5'9", about 120, 
pretty slim (check) straight hair, hangs to just above 
her breasts (check) half-cantaloupe size tits (check) 
nipples long and hard, with sort of a squared-off end 
(check, check - hey, I've studied those for hours at a 
time).  

All the way through the whole post, the author's self-
description confirmed what we could see, and fleshed 
out my fantasies of what I couldn't see. With an 
incredulous laugh, Wayne said "so that's what she does 
in her spare time!" 

Of course, confirming it might be touchy. Does one just 
come out and ask, "are you the one who's writing those 
stories I beat off to every day"? No, something about 
that doesn't seem right. Neither one of us really ever 
had the nerve to broach the subject directly, but 
eventually we managed to drop enough hints and load 
enough questions with innuendo, she came right out and 
asked if we had seen her stories. 

And she was really interested in talking about them. In 
hindsight it shouldn't have been a surprise. Those 
wonderfully erotic images could not have come from a 
woman who was not in touch with her own desires. She 
was fascinated by the fact that her words on a screen 
had resulted in real live throbbing hard-ons. She was 
interested in knowing which scenarios and descriptions 
had turned each of us on. And through the conversation 
something was happening that was almost like watching a 
butterfly emerge from a cocoon... before our eyes her 
professional veneer peeled away, leaving an 
unobstructed view into the very blue eyes of a very 
exciting woman. And as she described her thoughts, her 
fantasies, her deepest desires, it became clear she was 
excited, too. 

Things changed in our lab. Subtly, but definitely. The 
playfulness was still there, the teasing was still 
there. Perhaps it was just more out in the open. 
Pressing against each other in the lab was no longer so 
innocent - it seemed as though she were consciously and 
deliciously pressing herself against one or the other 
of us, part of her teasing, yet another part of her 
stoking her own arousal with the knowledge of ours. Our 
minds were still focused on our project goals, but our 
bodies were acutely aware of the sexual tension that 
lingered in the room, the promise of pleasure left 
unfulfilled 

I also noticed that Sue's style of dress went through 
some subtle changes. No longer simply casual, yet not 
outwardly provocative, her attire was inviting and 
revealing in a soft and seductive way. Her lab coat was 
almost never buttoned any longer, and the skirts and 
blouses she wore beneath seemed deliberately chosen to 
display her charms. Wrap-around skirts that flew open 
as she walked, exposing a long lovely expanse of leg; a 
hint of white lace in the v-neck of a sweater, 
delicately framing her slender neck and accentuating 
the swell of her breasts. 

One day she wore a simple scoop-neck white blouse that 
seemed molded to those wonderful mounds, and as she 
walked by the pale skin surrounding her cleavage danced 
and jiggled in an almost irresistible way. I had to 
fight not to grab her around the waist and bury my head 
in her bosom and inhale her. 

Oh, and the topics she chose to talk about... 

I suspect that if we had asked her some of the 
questions we got, she'd have grounds for a sexual 
harassment complaint. But she seemed to enjoy watching 
us squirm when she asked what things we like to have 
women do, or what it felt like to come in a woman's 
mouth. She asked which of her stories we liked, and 
why. She asked if either of us had ever had a group 
experience, or if the two of us had ever shared a 
woman. Mostly, it seemed that she wanted to know what 
it felt like to be a man, and what it felt like to make 
love to a woman. 

She never quite got around to saying that the no-
coworkers rule had been rescinded, but when Wayne asked 
her if she would help him celebrate on his birthday, 
Sue smiled and said yes. 

The silence from the other room pulled me out of my 
daydream. No more soft sounds wafting down the hallway, 
only the crackle of the logs in the fireplace. I 
wondered how long I had been lost in my thoughts. 

Thinking that they had left, I wandered towards the 
living room... but stopped short when I realized that 
they were still on the couch, only silent now. They 
were sitting beside one another, he with his arm around 
her waist, both gazing contentedly at the fire. Sue had 
kicked her shoes off, and had her stockinged-feet on 
the coffee table, legs crossed at the ankles. 

This was the first time I had seen Sue outside the lab, 
and I admit to being a little surprised yet again at 
the way she was dressed. I'm not sure what I expected, 
but this was neither the casual attire from work, nor 
the sexy dress she described (and I fantasized about) 
in 'The Cocktail Table'. What I saw was a beautiful 
blonde woman in a simple calf-length cotton summer 
dress, the kind that buttons down the front. Modest V-
neck, hint of lace here and there, hair up and off her 
neck, framing her face in a halo of golden highlights. 
Simple, yes, but God, what a vision.  

I hesitated to step out of the hallway. I didn't want 
to interrupt, and instinctively I knew that my presence 
would break whatever mood was developing... and, I 
suppose, much as I wanted to be a part of things, this 
was, after all, to be their night, to be whatever they 
wanted it to be. 

I almost turned to go back to my room... but as I 
started to back away, Wayne turned to say something, 
and when she looked up in response, it happened. I 
don't know what it was, only Wayne saw it... but 
whatever he saw kept his words unsaid as he leaned down 
and pressed his lips gently against hers. Her chin 
lifted slightly as she stretched to meet his kiss. In 
the flickering light of the fire I could see their lips 
move, their mouths open as their tongues reached 
tentatively out towards one another. 

Wayne drew away for a moment, and as Sue opened her 
eyes he met her look with a questioning expression. Her 
response, delivered with a smoky smile, was to reach up 
and capture Wayne in her arms, and draw him back to her 
lips. No words spoken, but volumes of communication 
passed through that gaze...  curiosity, concern, 
hesitant desire on his part... and smoldering arousal 
on hers. 

I had never really seen anyone 'make out' before. Sure, 
I'd watched porno movies, but those never really have 
any seduction in them, just sex. Part of me wondered if 
they would take it 'that far', but then I recalled 
Sue's no-coworkers rule, and decided that the kiss was 
as far as it was going to go. Still, here were a couple 
of people sharing their first kiss, a heart-achingly 
real and romantic moment, full of expressions of hope 
and desire. And unbeknownst to them, they were sharing 
it with me. While my mind wrestled with the tableau 
being painted before me in live, real-time action, I 
stood watching, unable to walk away 

Wayne certainly didn't need to be persuaded to 
continue, that much is for sure. I certainly would have 
done the same... heck, assume green light until told 
otherwise, right? He returned to her lips with 
enthusiasm, capturing her tongue in his mouth, nipping 
gently at her lips and throat with his teeth, drawing 
wet trails along her neck and shoulders with his lips. 
Every once in a while he would happen across a spot 
that Sue really seemed to enjoy, as evidenced by the 
little gasps of pleasure that escaped from her. I 
noticed that she really enjoyed when he kissed the 
little hollow just behind her ear, at the top of her 
neck. 

I was aware, too, that his hands were no longer idle. 
One hand was around her waist, and didn't have a lot of 
mobility, but the other was free to roam, and was 
beginning to exercise that freedom. At first he was 
caressing her cheek, cupping her face in his hands. 
Before too long his hand had migrated down her neck, 
pausing on her shoulder before dropping, oh-so-casually 
onto the upper slope of her breast. Oh, those breasts. 
The soft white swell rising above the edge of her 
neckline, hinting and promising at what was hidden 
beneath.  

I have to say, it was a very odd feeling, watching 
this. So many mixed emotions running through my head. I 
wanted to watch, silently, as this unfolded, careful 
not to change it by my presence. I also wanted to be a 
part of it. I wanted it to be me touching that glorious 
skin, kissing those soft lips, and more. I was happy 
for my room-mate, and jealous at the same time.  And 
excited. Oh, man, my blood was boiling and my cock was 
starting to rise in vicarious readiness. Lacking a way 
to resolve the conflict, I stood rooted in place, 
silently transfixed, participating without involvement. 

As if with a mind of its own, Wayne's hand continued, 
slowly moving, touching, caressing, until finally it 
fully covered the mound of her breast.  This, for guys, 
is the moment of truth: is she going to stop me? Is she 
going to ignore it? We never know, and it is always an 
achingly anxious moment. I have no idea how hard 
Wayne's heart was beating right then... but mine was 
about jumping out of my chest with anticipation, and I 
was fully 6 feet away!  Slowly, oh so slowly, Sue 
responded in a most wonderfully affirmative way.  Her 
hand moved up from her side, gently touched Wayne's 
hand, and then continued up to the top button on her 
dress, and languidly unbuttoned it! 

Moving back to his hand, Sue stroked his fingers and 
gently moved them towards the new opening in the 
neckline of her dress. Then when it was clear that 
Wayne had found the opening, and had gotten the 
message, her hand embarked an exploration of its own, 
followed his arm to his shoulder, then down to his 
chest 

This seemed to electrify Wayne. With a soft cry of 
delight, he unbuttoned two or three more buttons at the 
top of Sue's dress, enough to be able to slide his hand 
within, and touch the bare skin of her breast. From my 
vantage point, I could see his fingers molding and 
softly squeezing her tit, moving under the cloth to 
find and tease her nipple. At the same time, Sue was 
reaching down along his side, dropping to his waist, 
looking for a way under his rugby shirt. Things were 
visibly heating up, as each of them began breathing 
more audibly, and sighing with pleasure at each new 
discovery. 

Wayne withdrew his hand, and began unbuttoning more 
buttons. When he had opened 4 or 5, he was able to open 
Sue's dress to her waist, and began sliding it off her 
shoulder. I was surprised to see that she *had* worn a 
bra. Well, not really much of a bra. Silky and lacy, in 
a soft peach color, it really did more to display her 
breasts than to support them. 

The demi-cups were filled to capacity with the warm, 
inviting swell of her tit-flesh, and her nipples were 
clearly visible poking through the open lace that 
rimmed each cup. As I watched, Wayne rolled the edge of 
one cup down a little, and grasping her nipple between 
his thumb and finger rolled it to full erectness.  Sue 
moaned at this intense stimulation, arching her back to 
press her tit fully into his hand. 

Sue seemed really impatient to have her tits naked in 
Wayne's hands, as both her hands rose to the valley of 
her cleavage, and popped the front latch of her bra. 
All of a sudden, the breasts that I had dreamed about 
were fully exposed to my view, less than two meters 
away. What a wonderful sight - firm and soft and 
glowing in the soft light of the fire, bouncing 
slightly with her movements, with her nipples fully 
extended and erect. Of course, my unobstructed view was 
short-lived, as Wayne pushed her bra-straps off her 
shoulders, then bent over to take one nipple between 
his lips as he gently twisted and pulled the other with 
his fingers. 

I had to wonder what that felt like - for each of them. 
As I watched, Sue's head lolled back on her neck and 
she began to breathe rapidly, so clearly she was 
enjoying Wayne's fingers and tongue. And for Wayne, 
well, to have those prizes bare and warm under his 
touch and taste must have been heavenly. I watched as 
his hands roamed between them, molding and squeezing, 
stroking and caressing, all the while kissing and 
sucking and licking at Sue's exposed tits and hard 
nipples. 

This was clearly getting to Sue. As if shaking off a 
fog, she drew Wayne's face to hers and began hungrily 
kissing him, sucking her tongue into her mouth as she 
sought out his nipples with her free hand. She found 
the bottom of his shirt and slid beneath it, moving her 
hand about until she alighted on first one nipple, then 
the other, mimicking what he was doing to hers, perhaps 
to illustrate the pleasure he was giving her. 

Wayne once again broke the kiss and returned his mouth 
to her tits, and as he sucked her nipple between his 
lips he began to slide his hand lower, and slipping his 
hand over her flat tummy, along her sleek hips to the 
hem of her dress, reaching almost to where her delicate 
ankles were still crossed.  Slowly at first, then more 
determined as she showed no sign of resistance, Wayne 
worked the hem of her dress up past her knees, along 
her stockinged-thighs, finally dipping beneath the 
cloth to caress her legs. 

I watched as his hand entered this cloth-shrouded 
cavern between her legs, first his fingers disappearing 
into the darkness, then his whole hand. When had 
reached halfway up her thighs, I heard him gasp and he 
drew away to look at her. She smiled, whispered 
something I couldn't catch. I heard him sigh, and kiss 
her more recklessly as he started working at the 
remaining buttons of her dress.  It wasn't until he had 
unfastened the last and laid her bare to his (and my) 
eyes, that I understood his gasp. 

Under her simple dress, Sue had dressed to thrill. 
Matching her lacy peach bra was a pair of sheer silk 
panties, through which the texture of her pubic hair 
could be plainly seen. And circling the tops of her 
thighs were the lace borders of a pair of thigh-high 
stockings.  The gasp I heard was when Wayne reached the 
top of her hose and found the warm bare skin of Sue's 
inner thigh, inviting his eager touch. 

I don't know what Wayne was thinking (or *if* Wayne was 
thinking), but I was hit with the full import of this 
unveiling. It meant that Sue was not only allowing 
Wayne to undress her, but that she had anticipated it 
when she dressed for the evening, and chose her 
underclothes to make it as exciting as possible for 
him. I don't know about most guys, but that's a highly 
erotic concept for me... to know that the woman wants 
it as much as I do, and goes out of her way to make my 
heart race. 

Of course, I had the luxury of time to think about such 
things. Wayne was busy. While nibbling on her neck and 
her breasts, his hands were roaming between the lace 
edge of her stockings and the elastic edge of her 
panties.  As she languidly uncrossed her legs and 
parted her thighs, I could see that the panties tapered 
away to only a thin string disappearing between the 
cheeks of her ass, and had a growing wet spot right at 
the center of the crotch. 

Sue guided Wayne's hand to her mound with one hand, 
while the other held his head against her breast. He 
caressed her pussy through the thin silk of her panties 
for a moment, pressing his finger into the vertical 
crease of her lips, rubbing the place where the wetness 
had begun to spread, tracing the bottom border to the 
edge of her ass cheeks, enjoying the tactile contrast 
between warm skin and cool silk. After a moment, he 
traced the edges with his fingers until he found a gap 
between her warm skin and the cloth covering it. 

From my place in the darkness of the hallway, I could 
clearly see as his fingers dipped beneath the silk and 
brushed through the fine blonde hair adorning her 
mound. Stroking, caressing, probing, slowly yet 
urgently, I watched as the fingers, seemingly 
disembodied, reached lowed and lower until they dipped 
into the wet slit between her pussy lips. 

Again, Sue seemed impatient to be naked under Wayne's 
touch. She grabbed his wrist and pulled his hands out 
of her panties... but before he had a chance to react 
or protest, she arched her back to lift her hips off 
the couch, slid her panties down and off her legs, and 
kicked them away. Even in the dim light of the fire, I 
could see that her self-description was true - when 
excited, Sue's cunt lips swell and separate, a very 
inviting (and exciting) sight. 

Kissing Wayne deeply, she guided his hand back to the 
warm wetness of her pussy, and sighed with pleasure as 
he began to explore the excited core of her pleasure. 
She seemed to be paralyzed by the sensations he was 
providing, for other than her kiss she was momentarily 
passive. 

I was transfixed by the sight of my best friend's 
fingers exploring, and then disappearing into our lab 
partner's pussy, and I was again struck by a sense of 
surreal conflict: Part of me was detached, as if 
watching an x-rated video, seeing an anonymous couple 
go at it for the camera. But it periodically occurred 
to me that there was no camera, and this was no 
anonymous couple. These were people that I knew well, 
that I saw daily in the cloak of everyday life, and 
they were making love to each other not 6 feet away 
from me. I was mesmerized by the view, every cell and 
membrane in my body was paying full attention to the 
scene before me, and yearning to be a part of it. My 
cock was so hard it ached, and I could feel a wet spot 
of my own, as my pre-come began to leak out of my hole 
in ready anticipation. 

Wayne definitely knew what he was doing. Each of us had 
had girlfriends from time to time, and had talked about 
sex on a number of occasions, but I had no real concept 
of his 'technique', and seeing him strumming chords on 
her responsive body was fascinating. His fingers gently 
combed through the fine hair on her mound, and 
periodically dipped into the crease in her lips past 
the nubbin of her clit, eliciting a gasp each time. 

Teasingly, he avoided her hotspot for several moments, 
then brushed directly over it, catching her by 
surprise. I could clearly see his fingers enter her 
pussy, parting the full lips and stroking the hot, wet 
flesh in search of the g-spot we had read so much 
about. I could see his finger glisten with her juices 
as he traced her lips, then gently spread them to 
expose her clit to his touch. 

For her part, Sue's breathing had been getting very 
ragged. Several times it seemed as though she were well 
on the way to coming, but each time Wayne backed away, 
stroking the skin of her thighs and ass as if to calm 
her. It was obvious that he knew just how to get her 
going, but also obvious that he wanted this to last for 
a while. 

After the third time that he backed away, Sue broke 
their hungry kiss, opened her heavy-lidded blue eyes, 
and in a gasping voice said "Wayne, that feels so good, 
pleeeeeese don't stop". 

Wayne grinned, and said "Sue, I'm just getting started. 
Why don't you lie back and relax for a while". With a 
gentle push, Wayne encouraged Sue to turn slightly and 
lean back. When she was done, she was laying on her 
back on the couch, one leg behind Wayne, the other 
still on the coffee table. What a sight! Even from six 
feet away, I drank in every detail, from her beautiful 
blue eyes turned smoky with excitement, to her delicate 
feet still covered in sheer hose. And in between lay 
one gorgeous and fully turned-on woman.  Breasts full 
and soft on her chest, nipples fully erect, sparse 
blonde hair framing pussy lips that were fully engorged 
and open and wet, just as she had described. Laid out 
across my field of view, I had new appreciation for 
just how well she was put together. Her firm breasts 
were the perfect counterpoint to a high, tight butt, 
perched wonderfully atop a pair of long and slender 
legs. 

Still fully dressed, Wayne knelt on the couch between 
her smooth thighs and began to kiss his way down the 
length of her body. Taking time to suck each nipple 
lovingly between his lips, he traced a trail with his 
tongue down past her ribs, detouring briefly at her 
navel, then down some more. When he got to her crotch, 
he playfully started to tease her again... kissing her 
warm thighs, her stomach, licking along the edge of her 
pussy lips, but getting nowhere near her clit. 

Sue was having none of that. She reached down and 
grabbed his head with her hands, and guided his face 
directly into her cunt. In case he was at all slow in 
taking the hint, she raised her hips off the couch a 
couple of times, rubbing her clit against the tip of 
his nose. "Lick me, Wayne", she moaned, "taste my 
pussy, make me come". 

Wayne got the hint. Gently holding her lips apart with 
the fingers of one hand, he gently lowered the tip of 
his tongue to the very point of her clit, causing her 
to gasp with the intensity of the direct contact. As he 
began to lick and suck at her most tender flesh, a 
finger of his other hand probed between her full, wet 
cunt lips, seeking the g-spot at her core. I could 
definitely tell when he found it - her body went rigid 
as if with an electric shock, and then it seemed as if 
every part of her became more open. 

Her mouth opened, her head tilted back as she began to 
pant, and her thighs spread a little wider, as if 
trying to draw Wayne and his insistent fingers farther 
into her body. 
Standing there, watching that, I was so into the scene 
that the fantasy of doing it and the reality of seeing 
it blended together. I wanted to touch her. I wanted to 
be causing those gasps and squeals of pleasure. I 
wanted to be licking her. I wanted to taste her juices 
as I probed her pussy with my tongue. 

I wanted to taste her juices... then it struck me. She 
had kicked her panties off, they were probably around 
here somewhere. I glanced around, and saw that they lay 
in a crumpled heap, halfway between the coffee table 
and my place of concealment. Without really giving any 
conscious thought, I noticed that Sue's eyes were 
closed, Wayne's vision was blocked by the mound of the 
pussy he was busy eating, I crossed those three feet to 
retrieve the panties and quickly returned to the safety 
of the dark hall. 

Once there, it didn't seem like I was in control of my 
own actions. I could feel one hand loosen the string of 
my old sweatpants and begin to withdraw my hard cock, 
while the other hand brought Sue's panties to my face. 
As I inhaled the scent of her pussy, I watched my best 
friend licking her and listened to her gasps of 
excitement and pleasure, and began to stroke my cock. 
Wayne was now stroking two fingers in an increasingly 
demanding rhythm, sawing in and out of her hot cunt as 
he licked her clit, pressing his fingers up so they 
grazed her g-spot on each out-stroke. Unconsciously I 
adopted the same rhythm as I stroked my own cock in the 
darkness. Under my steadily pumping fist, the pre-come 
that had leaked from the tip of my penis made slick, 
syrupy noises in sympathetic accompaniment to the 
sounds coming from the couch. 

I could see Sue's back arch as she pressed her mound 
against Wayne's lips, impossibly yearning for still 
more stimulation. I watched as her legs rhythmically 
squeezed around his torso and then spread wide for his 
access.  When they weren't being used to draw her knees 
up and apart, holding herself open for him, Sue's hands 
were busy on her own tits, tweaking her nipples and 
squeezing the hot mounds, ratcheting her own pleasure 
higher. 

I heard a low moan of pleasure from somewhere, a new 
sound full of passion and wanting and lust. In the 
heartbeat before I realized it was coming from me, I 
saw Sue's head turn in my direction, her eyes slowly 
opening. Before I could withdraw into the shadows, she 
saw me... one hand holding her silk panties to my face, 
drinking in her aroma, the other hand stroking my cock 
in the same rhythm as the fingers penetrating her cunt, 
my eyes locked on her undulating body. As our eyes met, 
a look of surprise crossed her face, then an 
understanding smile... 

Watching Sue come was like watching daybreak splash 
inexorably across the slopes of the rockies. It started 
in her toes, which curled and clenched with erotic 
tension. The soles of her feet arched, and I could see 
the muscles in her calves draw tight. By the time the 
wave of pleasure reached her thighs, her legs were 
trembling and quivering, the skin visibly vibrating in 
the amber firelight. 

Her feet pressed down and her back arched, lifting her 
until only her feet and shoulders were still touching 
the couch. As Wayne continued to coax her higher, 
towards the peak she so desperately wanted, I could 
actually see a bright blush of excitement spread like a 
heat rash between her breasts, down across her abdomen 
and up towards her slender throat. As the her passion 
built, I could see the soft pads of her nipples bloom 
outward, as the squared-off points swelled and 
darkened. Her hands grasped at his head, clawing 
passionately through his hair, her straightened arms 
pushed her tits together into a bottomless valley of 
radiant pink flesh. 

I realized, as I stood and watched from my now-revealed 
hiding place, that through the course of her orgasm 
Sue's breathing had stopped. I think mine had, too. The 
only sound in the room was the muffled squish of 
Wayne's fingers as they continued to plunge in and out 
of her soaking cunt. As the glow of her still-peaking 
orgasm rose further up her neck to her face, I could 
hear her begin to wail, almost like the whistle of an 
approaching train. The sound grew in pitch and 
intensity until the peak caught her, and then she 
exploded. 

With a gasp, her hips thrust up and back, her ass-
cheeks flexed and jiggled, as if rising to meet and 
impale herself on his hand. Her breath came in rhythmic 
grunts as the wave caught took control of her muscles, 
tossing her about in its fury. Wayne fought to keep his 
mouth on her cunt as it undulated and pulsed before 
him. I could see his cheeks pucker as he sucked 
directly on her clit, adding intensity to the avalanche 
of excitement that was coursing through every part of 
her body. 

And through it all, her eyes were wide open, and locked 
on mine. I think that was the most exciting thing I've 
ever seen a woman do. It was as though, even while her 
body was writhing in the throes of uncontrollable wave 
of pleasure, she managed to keep her eyes open, gazing 
into mine, to consciously open herself up and share 
this most intimate and precious moment with me. 

Then it was past. While Wayne amused himself by gently 
licking her thighs and rubbing his hands over the skin 
of her still-spasming butt, Sue gestured to me. "Come 
here", she implored. At the fragile sound of her shaky 
voice, Wayne looked up and saw me. "How long have you 
been there?" he asked with laughter in his voice. More 
than a little embarrassed at being caught peeping - I 
shrugged and said nothing. "Come hold me", she said 
again, and lifted her arms in my direction as she lay 
naked before me. 

About that time I remembered that my pants were around 
my ankles, and my hard cock was poking out from the end 
of my motionless fist. Caught between a compelling 
desire to take her in my arms, and a embarrassed 
impulse to cover up and run, I stood motionless, as if 
rooted to the spot. Finally Sue, in a voice breathy but 
firm said "It turns me on to see how you guys work 
together in the lab. I was hoping you guys would... 
uh... work together with me." Wayne said, "You're 
already dressed for the party, you might as well join 
in." 

How could I say no to that? Without further thought or 
hesitation, I silently kicked the crumpled pants off my 
bare feet, and crossed the two paces to the couch. I 
sat on the end near her head, and as soon as I was 
settled she skootched herself up until her upper body 
was laying across my lap. As I took her in my arms, she 
said "I was hoping you would be here. It didn't seem 
right to do this without you" and reached up to kiss 
me. 

Wow, what lips. I met her open mouth with my own, 
brushing her tousled hair out of her face, cradling her 
head in my hands. I was instantly lost in the 
sensations... smell, taste, touch, all heavenly. Her 
tongue snaked into my mouth and began to wrestle mine, 
a match I eagerly joined. Have you ever had that 
feeling of falling when you kiss, sort of like time and 
space have dropped away? Well this was like that. Her 
lips were soft and full, her breath sweet, and at that 
moment nothing else existed in my world. 

Well, that is until a moan snaked out from between her 
lips. It wasn't until then that I remembered the woman 
I was kissing was almost completely naked, and my best 
friend was between her nylon-clad legs, merrily licking 
the juices from her pussy. What an exciting image! 

Each time Wayne brushed a particularly sensitive spot, 
I could feel her quiver with an aftershock of the 
orgasm he had just given her. I could feel her heart 
beating against my arm, I could feel the quick intake 
of her breath, I could feel her hot skin against my 
own... all while acutely aware that she was being 
licked and caressed by another man at the same time. 

Sue broke our kiss and sat up. For a panicked moment I 
thought that she was going to get up and leave, and I 
thought I was going to die at the idea that I could no 
longer touch her. But she only went far enough to draw 
Wayne up to his knees, and begin to kiss and caress 
him. She reached up her arms and placed them around his 
neck, sharing with him the lips and tongue that so 
recently had been mine. For a flash I was insanely 
jealous, and put my arms around her to pull her back to 
me. 

But in putting my arms around her, I found those 
magnificent tits. Still burning with the heat of her 
excitement, the skin of her body was hot and moist and 
firm and soft all at the same time. From my position 
behind her, I took both her breasts in my hands, 
cupping them and gently squeezing them together. She 
seemed to like that, as she moaned slightly and arched 
her back slightly. 

While I amused myself with her long-dreamed-about tits, 
Sue's hands were busy too. Looking over her shoulder, I 
could see that with one hand she was stroking and 
squeezing the length of Wayne's still-covered dick, and 
rubbing his chest up inside his shirt with the other. 
Wayne, who had so selflessly pleased her moments 
before, was quickly reacting to the onslaught of her 
attentions. 

I watched as her hand reached down and began to pull up 
the bottom of Wayne's shirt. He grasped it and started 
to peel it up, and as soon as it was past she leaned 
forward to take one of his nipples in her mouth. I 
heard Wayne gasp, for the first time in a while, and 
his breathing became audible as she licked and sucked 
and gently bit that sensitive nubbin of flesh. She 
laved the smooth expanse of his chest with her tongue, 
kissing and caressing everywhere, yet always drawn back 
to his nipples as if they were magnetized. 

With my eyes I followed her other hand to his belt, 
which she opened with surprising dexterity. Next I 
heard the soft pop of the button, and the sigh of his 
zipper as she ease it down the length of his groin. Her 
hand covered the bulge made by his brief-covered penis, 
and stroked up and down for a moment, lingering over 
the wet spot at the tip. Finally she tugged gently at 
the waistband of his underpants, and dipped her hand 
inside, much as he had done with hers. 

I could only imagine what the cool skin of her hand 
felt like against the taut skin of his hard-on. He, by 
now, had been hard continuously for over a half-hour 
(as had I), and this was the first time it had been 
touched by anything other than his clothes. Immediately 
he began to sigh, and swayed slightly as his knees 
weakened under the stimulation. 

Sue left Wayne's nipples with a soft kiss, and bent 
down to look at Wayne's dick. I confess, I did to. As 
he wriggled his pants and underwear past his hips, and 
struggled to remove them past his knees (while still 
kneeling!) Outside of a porn movie, this was the first 
time I had ever seen an erect penis other than my own. 
I noticed that his was longer than mine... but not 
quite so thick. 
After a moment, Wayne had freed himself from his 
clothes, and was again kneeling between Sue's legs. I 
was holding her from behind, fondling her tits, 
caressing her skin wherever I could reach it, pressing 
my own hot skin against hers, my cock momentarily 
content to be lodged against the soft flesh of her 
hips. 

Seemingly oblivious to my presence, Sue's hands 
performed a hypnotic dance over the surface of Wayne's 
hardness, grasping its bulk in one hand while sliding 
the other down to caress his balls, and dip further 
into the darkness below. I could readily imagine what 
she was doing, but didn't need to, as Wayne's moans and 
whispers perfectly accompanied the movements of her 
fingers. 

For my part, I was entranced with the sensation of the 
heavy softness of her breasts tightening and bouncing 
gently in my hands as she moved her hands up and down 
along the length of my friend's cock.  After a moment, 
Sue scooped up a finger-full of the clear pre-come she 
had coaxed from the head of his penis, and brought it 
to her lips. Looking him square in the eye as she 
licked his warm fluid from her hand, she said "Tastes 
great. Shall we see if it's filling?" 

With a playful laugh, she slowly lowered her body back 
against mine, and spread her legs. As she lay back, she 
held onto his penis, drawing him farther into the v of 
her thighs. At once she began to rub the head of his 
cock against her clit, rhythmically using her own body 
to arouse him further.  From my vantage point, I could 
her hand moving, up and back, and periodically I could 
see the pinkish head of his penis part through her 
pubic hair and ride up along her slit, growing redder 
and wetter with each pass. She was so wet and open by 
this time, it almost seemed that his head was ironing 
her lips into that distinctive butterfly shape. 

I sat and watched, one part silent observer and one 
part involved. I still had her magnificent tits in my 
hands, and could feel her body respond in pleasure each 
time I roughly strummed my thumbs across her swollen 
nipples. I could feel her twitch in my arms as the cock 
she held in her hands brushed across her throbbing clit 
yet again. Most of all, I could feel her skin, 
everywhere I touched, glowing with the heat of her 
arousal.  

Wayne started rocking slightly on his knees, 
contributing to the movement of his clock across Sue's 
clit. After several moments of this, without moving 
anything but her hips, Sue arched her back while Wayne 
stroked forward, and captured his cock between her 
lips. He gasped. She shuddered. I watched in awe as the 
wet mushroom head of his cock spread her swollen lips, 
then began slowly, amazingly to disappear between them. 

I don't know how Wayne kept from just mashing himself 
into her. I probably would have. But with impressive 
restraint, he playfully turned the tables on Sue. He 
withdrew slightly, until with a soft 'plop' the head of 
his cock drew free of her cunt, and began... rubbing 
the head against her clit again. Sue moaned, and tried 
to capture his length within her, and each time she 
tried he teased her a little, and backed away. When it 
was almost at the point that *I* couldn't stand the 
tension anymore, Sue bucked up at the same instant that 
Wayne rocked forward, and all of a sudden he was in her 
to the hilt. Sue and Wayne moaned in sweet harmony at 
the sensations they had caused for each other. 

For a moment, everyone froze, Wayne with his cock 
buried fully inside Sue's pussy, me with my hands on 
her tits and my face buried in her fragrant blonde 
hair. For about two heartbeats, nobody moved... and 
then Wayne's eyes opened wide in surprise. "Can you 
feel that?" Sue asked. "Feel it?" he gasped.  "Hell, if 
you keep doing that I'm going to finish before I 
start!" Looking down, I realized that the rhythmic 
contractions rolling under the skin of Sue's flat 
stomach probably translated to some pretty intense 
squeezing action within her cunt. Sue was milking 
Wayne's penis, and judging from the way his eyes were 
beginning to roll back in his head, it was having an 
effect. 

Giggling now, Sue reached up and started tweaking his 
nipples. "C'mon, lover, what's the matter? Can't 
concentrate?" Wayne's response was to withdraw until I 
could see the rim of his glans poking out from between 
the lips of Sue's pussy, and slide himself smoothly 
back in, in, all the way in. This time it was Sue's 
turn to gasp, and Wayne's to laugh, and do it again. 

Before too long, Wayne had built up a rhythm, fucking 
his cock in and out of her very accommodating cunt. He 
did a couple of short strokes, pulling almost all the 
way out, and then slamming himself in to the balls, as 
if to catch her by surprise. Each time he penetrated 
her, I could feel her quiver in my arms, as the tension 
built between them. 

Wayne reached down and grasped Sue's legs behind the 
knees, and drew them up until they were pressed against 
his chest. When he slid into her the next time, the 
effect was electric, as the change of angle tilted her 
pussy up so that his cock grazed against that magical 
g-spot. Holding one leg in each hand, he caressed the 
length of them from the stocking-covered toes at the 
end, to the warm ass-checks pressed against his thighs. 
She gasped as he teased the rim of her anus with a 
finger, and sighed when he sucked her toes into his 
mouth. 

I couldn't believe what I was seeing, only two feet 
from my eyes. I could clearly see Wayne's dick 
glistening with Sue's juices as he slid in and out of 
her belly. The skin of his taut erection drew her lips 
outward as he withdrew, then pressed and parted them as 
he penetrated anew. As if a moth drawn to a lamp, I 
watched as my own hand drifted slowly past Sue's 
abdomen, and came to rest in the v of soft curls 
shrouding her core. Gently parting her lips, I reached 
down and with finger began to caress her clit, only 
millimeters from where my room-mate's cock was sliding 
forcefully in and out.  

Sue's hips began to buck as she started to climb 
towards her orgasm, and Wayne groaned in pleasure as he 
felt the initial contractions deep within her. He 
started to drive into her with a new intensity, 
slamming his hips forward and jerking them back. The 
sounds of their lovemaking filled the room, with the 
slapping of his hips against the soft skin of her ass, 
the slurpy squish of his cock plowing in and out of her 
cunt, and their gasps and moans as each stroke drove 
them ever higher towards their climax. 

With his stroking hips now a blur, Wayne groaned "I'm 
gonna come". Sue didn't respond, and I realized that 
again I had not heard her breathe in a while. I looked 
over her shoulder and saw that her eyes were closed in 
concentration, her mouth slack as her approaching 
orgasm took control of her. I continued rubbing her 
clit with one hand, strumming her nipples with the 
other, and began to gnaw on her neck at the place I had 
noticed she liked so long ago. 

The effect was immediate. I felt her go stiff, and even 
though Wayne was holding her legs against his chest, 
she managed to arch her back and impale herself more 
deeply on his pistoning cock. Her nipple impossibly 
grew even harder in my hand, as I squeezed and flicked 
the tip with my fingernail and thumb. Just as she 
started to come, I leaned around and began to kiss her, 
teasing her mouth with my tongue, and that last bit of 
stimulation seemed to carry her over the edge. Carry, 
hell, it *launched* her over the top! 

As Sue hit her peak she gasped aloud, and began keening 
in a breathy, high-pitched squeal of ecstasy. She 
quivered and shook and panted and moaned and bucked and 
writhed, as Wayne continued fucking in and out of her 
with all his strength, frantically plunging his cock 
all the way into her quivering slit. I could actually 
see her cunt lips fluttering and tightening around 
Wayne's invading shaft as her orgasm swept through her. 
Her stiffened body transferred the full impact of his 
thrusts to me, making me a part of this exciting dance 
they were playing out before me. 

Somehow she managed to get her legs around Wayne's 
waist, and hooking her feet behind his back she began 
meeting his thrusts with her own, slamming her pelvis 
up against his hips, driving his hardness deeper into 
herself. No part of her remained on the couch, as her 
shoulders were against my chest and her taut ass 
spasmed wildly, guided only by the stiff cock that 
impaled her. I watched Wayne reach down and grab a 
cheek in each hand, supporting her while giving himself 
more leverage as he thrust inward. I suppose too, that 
with all the moving she was doing he needed a handhold 
just so that he could keep his cock inside her. 

Just as the rising tide of her orgasm swept her fully 
away, Wayne's started.  I could see Sue's tummy and 
thighs rippling with the wild contractions going on 
inside her, and could only imagine what that felt like 
to Wayne. He grunted and stiffened and began stabbing 
his cock at a staccato pace, and beads of sweat broke 
out all over his body. With my hand close to where 
their bodies were joined, I could feel the change in 
Sue's cunt as Wayne's rod stiffened inside her and 
began pumping his come into her depths. 

With each powerful squirt, I could feel Sue's body 
recoil in response, as if feeling each jet of hot sperm 
splashing against her womb causes another silent spasm 
deep inside her quivering cunt. As Wayne lost 
coordination and slowed his now random thrusts, I saw 
that his cock was coated now with a glistening white 
froth where it emerged from between her blood-red lips, 
a mixture of his juices and hers stirred up from deep 
within Sue's still-twitching hole. 

Slowly, oh so slowly, each of them came back to earth, 
breathless from the exertion, glowing from the heat of 
the passion they had created. Wayne released his hold 
on her butt, and fell forward slightly, resting his 
sweaty face in the valley between her tits while I 
nuzzled her neck and gently caressed her face, brushing 
her hair away from her heavy-lidded eyes. As her 
breathing returned to normal, her moans faded away, and 
as she reached back to run her fingers through my hair 
she opened her eyes, kissed me softly, and sighed, 
"That was wonderful."
 
I probably could have stayed there all night, holding 
Sue in my arms, but with Wayne's weight on top of hers 
I started getting a little uncomfortable.  So after a 
while, I started to move as if to get up, figuring that 
they might want to snuggle together in front of the 
fire. It didn't seem right to ask if I 'got a turn', so 
I figured that I'd go take care of my still-raging 
hard-on in the privacy of my own room. 

I slid out from beneath her shoulders, and laid Sue 
gently back on the cushions of the couch. As she 
settled back, I could hear the sucking sound of her 
pussy as it reluctantly released its hold on Wayne's 
softening cock. But I noticed that her eyes were still 
on me, and she was smiling the most mischievous smile 
I'd ever seen. "Where are you going" she asked. "Don't 
you have something you'd like to share with me?" 

Well, it really wouldn't have mattered what I said in 
response. Fact was, she could plainly see what I wanted 
to 'share' with her - as I stood beside the couch, it 
was sticking up from my groin at an angle, and was 
pretty much pounding out her name. She turned her face 
toward me, and before I knew what she was doing she had 
taken the head of my cock in her mouth, and began 
swirling the end of it with her tongue. 

After what seemed like hours of watching, the sensation 
of having her hot wet mouth wrapped around me was 
intense, to say the least. For the first time that 
evening, I was actually *involved* in the action, and I 
loved it! And as a bonus, I still got to watch! Feeling 
the soft surface of her tongue move against the 
underside of my glans, while seeing the head twitch 
against her parted lips, the overload on my senses made 
my knees weaken beneath me. 

Feeling me sway, Sue motioned for me to lay on the 
floor next to the couch.  Without releasing my dick 
from her mouth, she followed me down. I wound up laying 
on the rug in the opposite direction that she had been 
on the couch, which turned out to give her a pretty 
nice angle for what she wanted to do.  She turned over 
slightly, so that she was laying on her side, and had 
both hands free. One of those hands wrapped itself 
around the base of my cock, and began softly stroking 
up and down. The other hand started caressing my balls, 
scraping my softest places so gently with her 
fingernails that it probably would have tickled if it 
hadn't felt so good. 

And never missing a beat with her mouth. Oh, that 
mouth. Her lips had ripened with her arousal, and the 
sensation of her licking and kissing me was almost like 
being enveloped by a cloud. A hot, wet cloud, with a 
wiggly tongue inside. I watched as her mouth opened to 
accept the whole head of my cock, then watched it re-
appear, glistening with her saliva, as she pulled her 
lips past the edge of my glans. Over and over, my 
aching dick-head slowly disappeared into that wonderful 
mouth, only to be chased out again by the dancing tip 
of her tongue. 


My hips start rising involuntarily (well mostly) as she 
licks me, and in response she begins bobbing her head 
up and down, taking more of me in her mouth with each 
stroke. I am entranced by this, absorbing it as if in a 
dream. While I feel every cell of my blood-engorged 
cock rising to her call, I also watch her lips and 
tongue move, see my cock shine in the firelight, and 
can hear the soft sucking noises made by her mouth as 
it moves up and down my length. Well lubricated with 
her saliva, the only friction I feel is that from the 
tension in her lips, and it is heavenly. 

Bit by bit she works her way down, until I can feel her 
nose bump gently against my balls. I am no great 
cocksman, but because I am built kinda thick (or have 
never been with the right woman) I have never been 
deep-throated before. I groaned in a mixture of 
pleasure and surprise as I felt, for the first time, 
the sensation of being held entirely in a woman's 
mouth. 

And hold me she did. Nostrils flaring as she breathed, 
she simply held my length in her mouth, squeezing my 
root with her lips as my tip lay deep in her throat. I 
could feel her tongue swishing across the width of my 
shaft, and thought it couldn't possibly get any better 
than that... and then it did.  Somehow she started 
squeezing and relaxing the muscles of her throat, 
milking me with her mouth as she milked Wayne with her 
cunt. I don't know if she was swallowing or just moving 
her neck or what... all I know is that it felt 
incredible, and it made me cry out in pleasure. 

Slowly she withdrew allowing my shaft to slip from her 
mouth until just the tip remained. Replacing her hand 
around the base, she began sliding up and down my well-
moistened cock, following her hand with her lips in 
coordinated motion. The heat, the sliding slickness, 
the pressure of her hand milking me into her mouth, it 
was too much stimulation for me to last very long. I 
began panting in rhythm with her motions, crying out 
when she squeezed or licked in a particularly luscious 
way. 

Just as I started to feel the sweet beginnings of 
release build up in my loins, she stopped and lifted 
her head sexy blond head. "Not so fast, lover" she 
said, and I thought I would die if she didn't continue. 

But when she turned around and began to straddle my 
waist, I started to think that maybe she might have a 
nice idea. Laying down on top of me, I could for the 
first time feel her beautiful tits press against my 
chest, and her nylon-sheathed thighs against my skin. 
Two of my favorite things. She leaned forward and began 
to kiss me, licking my lips and teasing my tongue as 
her hips started to rise and fall over mine. 

Part of me was really enjoying the feeling of her 
writhing sensuously atop me, rubbing her body against 
mine, dragging her heavy tits across my chest.  But as 
soon as I felt the wet heat of her pussy rubbing 
against the shaft of my cock, I knew I had to have it. 
Now. 
Sue rocked her hips back and forth, bathing the top 
surface of my hard-on with her juices, and rubbing her 
clit back and forth against the rim of my cockhead. I 
was gasping in delight at the feeling, and saw in her 
face that she was enjoying it too. After a moment, she 
captured the tip of me between her lips, and slowly 
impaled herself on it, her eyes locked on mine as she 
welcomed my thick member into her body. 

When she reached the bottom, she let out a sigh of 
pleasure. "Oh, god that feels good", she moaned. I 
would have agreed, if I had been able to form the 
words. Right then, however, the only part of me that I 
had any awareness of was buried inside her. Words can't 
describe what that pussy of hers felt like wrapped 
around me - it was hot and wet, tight, grasping and 
squeezing me like a warm velvet glove. 

Propping herself up on her arms, she drew her legs up 
under her and began sliding her cunt up and down on my 
column. The change in her position somehow opened her 
up to me, and now I could actually feel her clit rub 
against my shaft as she made love to me. And because of 
her position, I found that I could now touch her from 
head to toe, an opportunity I quickly availed myself 
of. 

I ran my hands down the length of her sleek calves, 
gently squeezing and massaging her feet through the 
hose she still wore. Roaming up along her flexing 
thighs, I explored the elastic rim of her stockings, 
fascinated by the feel of the lace against her skin. 
With one hand, I roamed around to explore her clenching 
ass, sneaking a finger into the hot valley between her 
cheeks and teasing the rim of her asshole, eliciting a 
soft cry from her lips. 

I let her take the lead in our lovemaking, but I was 
far from passive. I kissed and sucked and bit her 
nipples each time they came within range, I tickled and 
touched and squeezed and pinched her hot flesh, and 
even gently slapped her ass as it pumped up and down on 
me. I sensed that she wanted to make this last a little 
bit, so I occupied myself with the oh-so-pleasant task 
of finding out which parts of her were the most 
sensitive, which made her squirm, which made her gasp. 

I noticed that she was looking up at Wayne's form on 
the couch, and smiling.  After a momentary flash of 
petty jealousy subsided (hey, what's she doing looking 
at some other guy when she's got *me* inside her?), I 
followed her gaze and saw that Wayne had recovered 
somewhat, and was watching the two of us as I had 
earlier. Actually, more than watching. As I craned my 
neck to get a better look, I realized that he had been 
watching us for some time, for his cock was fully 
erect, and he was stroking it at the same pace as Sue 
pumped up and down on me. 

Without missing a beat, Sue leaned forward and kissed 
the tip of his cock. I didn't mind, as it brought her 
tits up so that they enveloped my face in their billowy 
softness. Wayne scootched eagerly towards the edge of 
the couch, bringing himself within reach of her mouth, 
and as I watched in awe, she slid her mouth all the way 
down on his slender prick. 

Talk about your up-close views! Sue began giving Wayne 
the blow-job of his life, three inches from the tip of 
my nose. I could see her muscles working as she swirled 
and teased the head of his cock. She stopped riding up 
and down on me for a moment, as she concentrated on one 
dick at a time, and quickly fell into a rhythm. 

Holding him between her lips, she fucked her pussy down 
around me for several lingering strokes, until she had 
me gasping. Then she would pause her action, and while 
squeezing me from within, bobbed her head hungrily down 
onto Wayne's prong, forcing cries of delight from him. 
Back and forth she went, one then the other, fucking 
and sucking and licking and squeezing and pumping and 
licking. 

Hard as I tried, there was no way I could last under 
the onslaught of all this stimulation. I had it coming 
from every angle, the feeling of her pussy on my turgid 
cock, the sweet taste of her tit-flesh in my mouth, the 
sounds and sights of the blowjob just over my head, 
even the smell of the cunt-spiced come-juices she was 
eagerly licking off Wayne's dick. 

I started panting, and moaning, and I think it 
triggered Wayne, too. She stopped moving on me for a 
moment, shifting her full attention to the shaft in her 
mouth. Up and down, back and forth, she sucked and 
licked and stroked until she had Wayne groaning in 
delight, and still she went on. Reaching between his 
legs, she tickled his balls, and when the tip of her 
finger entered the tight ring of his ass, he exploded. 
At the instant she heard his cry, she took him all the 
way in her mouth and held him there, letting him fuck 
in and out slightly as his balls emptied into her 
throat. 

I saw the muscles under his shaft pulsing with his 
orgasm, and saw the muscles in her throat working to 
receive it, milking him, swallowing his seed, sucking 
out every last drop... and then, she gently released 
him from her grip, her smile glazed with his milky 
come... and turned her attention back to me. 

"C'mon, lover, fuck me good" she whispered, as she 
started to squeeze me again. At that I moved my hands 
to her waist, and holding her firmly in place I began 
to buck my hips up off the carpet. If she wanted to get 
fucked, I was more than ready to do it. All the way 
out, and all the way back in, I slammed my cock into 
her with every ounce of energy I had. I could see from 
the look on her face that I was getting to her, her 
mouth dropped open, she started to pant as I bucked and 
fucked beneath her. 

Crouched on her hands and knees above me, she was 
almost motionless as my throbbing dick pistoned in and 
out of her from below. I knew I couldn't keep going for 
long at this pace. As I watched, I could see the 
beginning flush of her orgasm start to spread across 
her chest. She was panting, now, totally caught up in 
the sensations pulsing through her body. I was rapidly 
losing it, I could feel my long-delayed orgasm start to 
boil up from my balls, up, up, gathering speed as it 
came. I reached around and put the tip of my finger 
into her ass as I bit the nipple dangling hot and red 
in front of my face. 

I vaguely remember feeling every muscle in her body go 
taut as I started to come. I will never know if the 
first jet of come I fired into her cunt triggered her 
orgasm, or if the first contraction of her pussy 
triggered mine. Whatever the case, they coincided in an 
amazing nuclear conflagration of sexual pleasure. I 
pumped what felt like gallons of hot come into the 
clasping bottomless pit of her womb, and the spasms 
rippling through her hungrily milked it out of me. 

I felt like I was so far inside her, I was going to see 
the head of my dick come out her mouth. I could feel 
every ripple of her orgasm, every flutter of her 
spasming cunt lips, and I suspect she could feel the 
pulsing of my cock. At least, from the squeals it 
sounded like she could. 

And finally, just before she collapsed in a sweaty and 
exhausted heap on top of me, panting and grinning, I 
felt a gentle kiss on the lips, and a quiet whisper in 
my ear, "I think I have an idea for a new story..." 

END

* * * * * * * * * * * * * * * * * * * * * * * * * * * *
It's okay to *READ* stories about unprotected sex with
others outside a monogamous relationship. But it isn't
okay to *HAVE* unprotected sex with people other than
a trusted partner. 4-million people around the world 
contract HIV every year. You only have one body per 
lifetime, so take good care of it!
* * * * * * * * * * * * * * * * * * * * * * * * * * * *
Kristen's collection - Directory 56