During my senior year of high school, I had a really big thing for this gorgeous girl named Kim. We were good friends, had always flirted, sometimes aggressively, but had never taken anything beyond that. I wasn't the type to be too shy around girls, my confidence was pretty strong for a 17 year old kid. But with Kim, it was different. She was so beautiful, long straight brown hair, very well developed for her age, and not skinny-as-a-rail as many of the other beauties around campus. I never was too into the ultra skinny girls, I like a little meat on the bones, ya know? Kim was curvy and just a total vixen, and for that I was somehow very shy with advancing on her. Well, graduation came and went, and I never mustered up the courage to go further with Kim. Shortly after grad., I went off to Marine boot camp and then on to my follow on schools/training. After almost a year, I came home on leave. I called her up to see what she was up to, fully expecting that she'd have a steady boyfriend and wouldn't have time to get together. To my surprise, she was till single and was very excited at the idea of us getting together to "catch up". This was great news, because I told myself if she was still single, I wouldn't let the opportunity elude me this time. Instead of going out, we decided to just hang out at her place, as her family's basement was set up as a game room type room, with pool table, dart table, couches, tv, etc. One of her close friends (another gorgeous beauty we were both friends with in school) was home from college and would be there for a little bit too, she asked if that was ok and naturally I complied. This other girl is Barb, a hot little red head, with a huge bust and an ass that looked so good in her torn jeans that it was impossible to not want to reach out and feel it, ya know?! Now, I'm still only focused on Kim, the thought of any kind of action between the THREE of us never entering my head, such luck could never befall me anyway! So I show up, and they're already in the basement chit-chatting and such. Both look as good -- better actually -- as I remembered. neither is dressed provocatively, but looked damned sexy nonetheless. These are the types of beauties that don't need to dress sexy to BE sexy. The tpyes of girls that are knockouts in jeans and a t-shirt. After some hugs and the "how's things going?!" icebreakers, we decide to play a game of pool. Everything is going great, we're all having fun and innocent flirting is naturally taking place. Everytime they'd bend over to take a shot, I'd find myself just staring at their bodies and couldn't fight the erection that was pulsating in my pants...not that I wanted to fight it anyway. Just playing around, we'd do thigns to each other to try and mess up the others' shots, like bump them as they're shooting and such. Well as I'm about to take a shot, Barb slides her cue stick up between my legs, giggling at how it caused me to completely miss my target. I say "so that's how we're going to play, huh?" She flirtaciously says "ohh yes". This leads to more sexual touching to each other, all three of us, as we're taking our shots. At one point, when Kim is taking a shot, I slowly run my hand from her upper inner thigh around to her perfectly shaped ass. Kim turns around to reveal her rock hard nipples protruding from her very tight tshirt and asks "is that the best you can do?", turning back around to resume her shot. Barb steps in and slyly states "I can do way better than that", and slowly massages Kim's breast as she shoots. By now I'm so hard I wonder if my pants can even contain me anymore. After Kim takes her shot, she turns around to face Barb, and pulls her in close. She looks over at me and says "a lot has changed since you left, you know" and begins to slowly kiss Barb, so passionately, like they had been lovers all this time. I'm so aroused, I briefly get dizzy from the blood rushing from my head to my...other head. I step in, kissing Kim on the neck as she slides her tongue in and out of Barb's mouth. I pull her shirt over her head, and she reciprocates the act with Barb, their bodies now tight together, breasts pushed together. I caress each of them, one hand on each, running my hands over their smooth skin. They continue as I remove both of their bras, their nipples now touching and rubbing together. They look at me so inviting, and we make our way over to the couch. Barb sits down, Kim kneels in front of her undoing her pants and sliding them off of her. Kim starts kissing up Barb's legs, making her way to her dripping wet pussy, as Barb gestures for me to join her on the couch. Barb takes off my clothes, moaning loudly from the pleasure of Kim's toungue deep in her pussy. I kiss Barb passionately, kissing my way down her neck to her absoutely perfect breasts, sucking her nipples and caressing them passionately. Kim comes up and tells me to lay down. She positions herself over my face, revealing the pussy that I had been dying to have before me for years. She crouches over top of me, inviting me to lick her as Barb makes her way down to start sucking on my throbbing rock hard cock. This is the ultimate, this is bliss. I'm licking the hottest, wettest pussy I've ever known while getting my dick sucked by a gorgeous red head. As I lick Kim to absolute intoxication, she lets out a scream as she leans back in excitement. I feel her juices flowing like a river, it doesn't take long for her to come to full orgasm. She finishes, lets out a sigh, and joins Barb sucking my dick. The two of them are too much, one sucking my balls while the other licks up and down my shaft. I tense up and moan loudly as I release the largest amount of cum I've ever released, with both of them at my tip taking in my juices. After a brief clean up, we move into Kim's bedroom, and continue taking turns on each other for the next 3-4 hours, and by the time it was over I had come 3 times, and lost count on how many times the two of them reached full climax. Later Kim said she orgasmed at least 6 times, Barb had no idea how many times for her. I have never had another threesome, mostly because I don't think I could ever, ever top that, and would probably only be dissappointed with an future threesomes. But I will never forget that day with Barb and Kim. Kim and I stayed "friends with benefits", and everytime I come home on leave, even when she's in another relationship, we get together for the most passionate encounters that either of us have ever known.