Sorry it took me a while to follow up my first story. I don't get a lot of time to write, and coupling that with a need for some inspiration, I hope you understand. Well, hopefully the wait was worth it... ---------------------------------------------------- It didn't start out as the most exciting Friday night, but by the end it was the best of my life. I was living in a small town with little to nothing to do. I worked, slept, and did little else. So when my best friend, Eric, asked me to live with him in a large city while he got his doctorate at a college there, I jumped at the chance. I needed something different, a jump-start if you will. The sad part is that I didn't know anyone in this new city, so my weekends were pretty dull. However, Eric had a good female friend he went to school with (Mel), and she had a good female friend as well (Tracy), so the four of us would normally do something together. This often entailed "pre-gaming" at our place, before going to a local bar to drink some more and see a band. While the bands were generally awful, we would drink enough to make it fun. What made it even better was that Tracy and I started hitting it off, which would lead to more amorous activities between us. Unfortunately those activities didn't include sex, so I was left to take care of myself later after she left or passed out. On this particular Friday night Eric wouldn't be joining us, as he had to travel out of town for some school project. I didn't think anything of it, especially since Mel and I never looked at each other "that" way before, but that would soon change. Like I said earlier, this night started like so many before it. The three of us were playing various drinking games, quickly working our way through the case of beer I'd gotten for us. By the time we were thinking of going to the bar, the three of us were feeling pretty good, so we decided to stay in that night. I walked to the nearby convenience store to get more beer, and as I was walking back and down the hall towards my apartment, I could hear Mel and Tracy talking and giggling. I asked, "what are you two talking about?" "Nothing", Mel replied. "'Nothing'? I could hear you two talking and giggling from the hallway. What's going on?" Tracy said, "Mel asked me what it was like kissing you, and that got us talking." While I was taken aback a bit by the topic, I went along with it... "Oh? What did you tell her?" "While it was fun, and the other things we have done were even better, I've been afraid to have sex with you." Hopefully the look on my face didn't give me away, because I immediately thought "YEAH, I'd love to have sex, but you always stop me... What the hell!?!?" Mel chimed in, "Tracy told me she's afraid to have sex with you because she's only been with one other guy, and he's significantly smaller than you." What guy doesn't love hearing that? I looked at Tracy, "well, thank you for the compliment, but I'm sure you could 'handle' me just fine." Surprisingly Mel shouted, "Let's see it!" My mind started racing. Here I am with two gorgeous women, and while one of them has seen me naked a handful of times already, the other one now wants to see my penis too. This is awesome. But there's a problem... "I don't know." "Why not?" Mel seemed a little hurt by my response. "Well, what do I get in return?" "What do you mean?" "I'm going to be standing here with my cock out, and you two will just look at it. Seems a little unfair to me." Mel and Tracy looked at each other, and with a quick shrug they both pulled off their shirts, leaving them sitting next to each other in just their bras. Neither of them had huge breasts, but while Tracy's were on the small side (hey, they look real good, so I have never and would never complain), Mel had a couple of handfuls on her chest. Even though I didn't see their tits in all their glory, I could still feel blood rush to my cock as a stared at their cleavage. "Is that better?" Tracy asked. I tried to play it cool, but this could have been the end of the night, and it's all I would've needed to get me through... if you know what I mean. "My cock for your cleavage? Come on, you can do better." I smiled while saying this. While I never thought of Mel or Tracy as prudes, they surprised the hell out of me when they didn't put up any fight here. They each reached behind them, undid their bras, and tossed them aside. I'm sure my shorts were doing a poor job hiding my growing dick. All I could say was "alright", before I pulled down my shorts and boxers, revealing my semi-erect penis. "Tracy, it's certainly not small, but I don't think it would hurt that bad having sex with him." I faced Tracy and asked, "so what else have you told Mel?" "I told her what we'd done, and how I'd end up masturbating that night thinking about it." "Funny, I would end up doing the same thing. It would be nice, though, if I didn't have to do that tonight." While it was a bold move, we'd been drinking and I decided it was worth a shot. I mean, if either or both of them were offended by my advances, I could blame the alcohol. But I needn't worry, as both Mel and Tracy started reaching for their own tits... clearly becoming aroused. My cock was fully hard at this point, and I was touching myself too. Not too much, as I didn't want to get myself too excited, but I couldn't help it. I don't know if they'd ever done anything together before, but as they started making out I suspected it wasn't their first time with one another. Mel and Tracy were on the couch, so I sat in a chair across from them. Their kisses turned to fondling, as Mel grabbed one of Tracy's breasts. I was playing with my balls, when Mel stopped and looked over at me... "Why don't you join us over here?" I didn't hesitate in joining them, as Tracy and Mel seperated and patted the couch in between them. As soon as I sat down Tracy and I started passionately kissing. Mel tried making it a triple kiss, but quickly realized that wasn't working, so she just climbed on my lap. She smiled, clearly happy to have my hard cock pressing against her. Tracy and I continued kissing, while Mel ground her covered pussy against me. I reached up and grabbed one of Mel's tits in one hand, while at the same time playing with one of Tracy's nipples. After a few minutes, they both backed off. Tracy started to lean across my lap, making me think she was going to start sucking me, something she enjoyed doing in the past. But she instead reached over and started pulling off Mel's shorts and panties. While Tracy did that, I decided to pull down Tracy's shorts and panties as well. A few seconds later, we were all completely naked. I started playing with Tracy's pussy lips, and to my astonishment Mel leaned down and started to kiss Tracy's asshole. "You like licking ass, huh Mel?" "Hell yeah. Tracy's ass is so amazing, I can't help myself." Tracy gave a moan. At this point my dick was incredibly hard. If I hadn't had so much to drink at this point, I very well would have cum without a single stroke of my dick. I played with Tracy's pussy for a little while longer, as Mel ran her tongue around Tracy's asshole. As much as I enjoyed this, I wished it was my turn. Mel and Tracy must have sensed what I was feeling, because they both stopped what they were doing, straightened up, and gave my cock some attention. While Mel started playing with my balls and taint, Tracy licked the tip of my cock... which was already oozing pre-cum. After a few more licks, I felt Tracy start to suck me. "Oh, Tracy, that's amazing." "I'm amazing too," answered Mel, who started sucking on my balls. She was a dirty girl, as she started licking my taint before going at my asshole... just like she did Tracy's. "Yes, you're amazing too, Mel." Mel and Tracy went at me like this for a couple minutes before switching. "Tracy, I never knew you wanted to do that?" "It looked like fun when Mel did it." Tracy looked at Mel, and they kissed for a second, before they tried to see who could take more of my cock in their mouth. I was playing with their pussies while they were doing this, feeling the cum build up. I didn't want to cum too early, but in this situation who would blame me? After they shared sucking my cock, Tracy straddled me. This was it... I was finally going to fuck her. She slowly lowered her pussy over my cock. I could feel her wet lips go around me, and before I knew it she was hopping up and down on me. Mel was feeling left out, but not for long as she straddled my face. Her pussy was just as wet as Tracy's, and I started lapping away at it. "Do you wanna feel this?" Tracy asked Mel, who nodded before taking her position on my dick. I heard a slap as Mel rode me, as Tracy smacked her ass. Mel got up for a moment, but before I could be disappointed that she stopped, I felt Tracy's mouth over me. "I love tasting Mel's pussy on your cock!" Not long after Mel sat back down on my cock, enjoying the ride, she got up. I could now see Tracy laying down next to us. By the look in her eyes I knew what she wanted, so I moved over and started to fuck her while Mel watched. I pounded away as Tracy screamed... "Your cock is so thick, it's splitting me in half!" Mel got on her hands and knees, right over Tracy. I would stop fucking Tracy, move up a bit, and enter Mel's pussy. Back and forth I went from one pussy to the next. "I'm going to cum!" I screamed. I was pushed back up to my feet, as both Mel and Tracy got on their knees in front of me. I started jerking off, and moments later my cum was spewing all over their faces and chests. I was in ecstasy, and by the time I'd come out of it I looked at Mel and Tracy as they were licking my cum off of each other.