Note: This story was dynamically reformatted for online reading convenience. ELLYS SECOND THREESOME! This is a sex story, if such material is illegal in your country or state then leave now! ELLY ON ANOTHER JOURNEY HOME As I opened my eyes to a new day I was immediately conscious of 3 things, one dawn was beginning to peep through the thin shades on the window, two, this was neither my room, house or bed and three, my girlfriend Elly was laying or rather, writhing next to me with our friend Jim pumping furiously into her naked glistening body. My mind eagerly recalled the last 20 minutes or so when I had also enjoyed Ellys charms and had with some purpose sent spurt after spurt of hot semen up inside her cunt! As I raised myself up on one elbow to watch the proceedings I noted with some satisfaction that my own cock was showing signs of revival but I knew that it would be best kept for later as even Elly would need time to recover from her nights activities! They were moving in almost perfect unison now, the sound of wet warm skin slapping together in sexual union always excited me. For a moment I was tempted to lean over and slip my hand down between them to feel Jims hard on slide wetly in and out of my girls pussy but decided that they were nearly finished and just let them get on with it. Seconds later their pace increased markedly and Jim and Elly began to moan loudly as their orgasms approached, Ellys cunt gaped loudly in orgasm as Jim emptied his spunk up inside her, then coming to a slow sloppy, breathless stop they eventually disengaged from each others body and Jim flopped to the other side of the bed, leaving Elly sprawled nude between us, I noticed that both his cock and her cunt were soaking wet and covered in come! Which of course was no real surprise given the events of the previous night! In order to clarify things I had better give a little context here, especially about the preceding 12 hours or so. Elly and I had met Jim and his wife Mattie a few months prior to this, we were both living in different areas of the same city but in circumstances which didn't allow us to be together to often. When we were desperate to find somewhere safe to make love till we were able to be together permanently. We asked if we could borrow one of his bedrooms to do the deed in and Jim had acceded but on the condition he could watch! Long story short, we let him watch us making love, our desperation seemingly leaving us no other option! Such was our passion once started we forgot he was even in the room and so gave ourselves up to the pleasures of the flesh! Despite making no conscious decision we let him join in the fun! It wasn't a viable relationship, no formal threesome, just Elly and I indulging our sexual whims! It was also at this time we discovered a mutual fetish for Elly to play the part of another female, this included dressing in the aforementioned females clothing! On the previous night Jim had called me to say that his wife Mattie had been admitted to hospital with a grumbling appendix and that she may have to have it removed and would we like to visit her. I called Elly at her all girl flat and it was decided to meet up with Jim and we would all go to the hospital together. It was late in November, dark and cold nights were the norm, yet this night was more foggy than frosty but somehow dank and miserable. We all met up at the agreed time in the hospital foyer which to our relief was warm and cosy. Jim arrived shortly after me, he is about 5.9, 40 ish and going slightly grey at the temples, I thought him a good looking guy for his age and Elly thought so to. He was though as thin as the proverbial rake but strangely his 7 inch cock was quite fat and belied the rest of his build! He was sensibly dressed in a warm parker and jeans with proper winter shoes on his feet and even warm leather gloves on his hands! Elly swept into the foyer almost right behind him, as usual she was beautifully dressed, more like for a night out than a hospital visit! She is 5.3, about 125lbs,shoulder length light brown hair, hazel eyes and a complexion which needed no makeup, there was no need to guild this lily! She was so proud of her sexy figure, 36c titties, a 25 inch waist and slim hips and my oh my, a tight warm usually soaking wet cunt to complete the ensemble! She was wearing a black velvet bolero style jacket with a scarlet silk blouse beneath it. Tight fitting black dress trousers which hugged every curve encased her gorgeous thighs, with a pair of shiny black court shoes, the ones with a 2 inch heel and rounded toe, I remember thinking, "mmmm my favourite!" She quickly walked up to me and kissed me lovingly on the lips, smiling she said, "Hi guys, are we ready to go see Mattie?" Taking my arm we made our way up in a crowded lift to the ward, it was so crowded we found our bodies pressed closely together! On leaving the lift Elly whispered to me, "that was nice, think the guy next to me had a hard on!" Overhearing the comment Jim giggled and replied, "actually Elly that was me and I do!" We all shared a look and smiled as we recalled that day in Jims nieces bedroom where we shared our body's and our thoughts and had a wonderful time! As it turned out Mattie did require a operation so after only a few minutes we had to leave so that she could have her pre-op checks, just before leaving Mattie said to Jim, "Listen Jim, could you take my stuff home with you? Apparently they prefer if there is as little clutter in the ward as possible, it's just my clothes and stuff and by the way, could you bring up fresh stuff tomorrow?" Jim clearly understanding nodded his agreement, kissed his wife wishing her luck and then picking up her bag we made for the exit! As we headed for the lift Jim said, "actually if we take the stairs it will be quicker and we can leave via the rear door which would also be quicker!" Not knowing the hospital as well as him Elly and I simply followed his lead! when we reached the ground floor we found ourselves in a older part of the building which was really quite deserted, Ellys heels clicked on the ancient stone floor as we made our way down the poorly lighted corridor. Elly suddenly gripped my arm and said, "Actually guys there is a loo, really must pee." Glancing up and down the empty corridor she had a wicked little smile on her beautiful face as she asked, "is that ok?!" Without waiting for a answer she disappeared into the ladies room but equally quickly it re-opened and smiling elly said, "Where are my manners boys, do you want to come in and watch?" Well this is one invitation neither Jim or I would refuse! Glancing at each other we moved as one and we all crowded past the door which Elly quickly locked, the bathroom was larger than we had thought, obviously much older than the rest of the building but nice and clean and spacious with a bowl, sink and even space for a wheelchair! Elly didn't hesitate, quickly and without fuss she removed her little velvet jacket and draped it over the handrail, still smiling she turned around, undid the clasp at the top of her trousers, pulled down the zip and unhurriedly pulled them down to her knees, this revealed her tiny black knickers beneath her usual honey coloured tights! Deftly she pulled both down to join her trousers and Jim and I were treated to a fine show of her hairy trimmed bush of soft light brown pubic hair! Her heels scraped a little as she parted her legs over the toilet and still standing began to pee, the yellow piss flowing freely from her cunt! Jim and I watched mesmerised as Elly lifted up her scarlet top a little so we could see her smooth flat belly, giggling a little she asked, "Well boys? You like watching me take a pee?" I don't know who was first but as quickly as I could I divested myself of my own jacket, placed it over ellys and got my now hard cock out of its confinement! I was rock hard and the sight of Ellys pussy had me leaking pre-come almost instantly! When she had finished peeing Elly sat on the toilet and said, "Well? Whose first?" Knowing her as I did I immediately stepped forward and without embarrassment or ceremony slid my cock into her mouth! Her hands and tongue instantly went to work, needing and caressing, feeling and licking, her mouth so warm and so wet, her tongue dancing over my prick driving me wild! I began to furiously pump in and out, in and out, in and out , my own hands gently fondling her tits through her shamelessly thin blouse! Glancing down I saw her knickers were now at her ankles and Jim had a finger between her legs, probing her cunt which seemed to galvanise Elly into sucking harder and stroking me harder, wanking me till I felt my first spurt of spunk shoot into her mouth and down her throat! She to must have had a orgasm as she closed her eyes and moaned as her cunt gaped under Jims furious fingering! The wet slurping noise increased as his fingers increased their pace in and out of her pussy! To my surprise Jim suddenly stood up and just as my last spurt went into her mouth I saw jims prick erupt into the sink, his dick was smaller than mine but seemed to deliver enormous quantities of semen when required! When we all began to get our breath back I suddenly recalled one of ellys little fetish's, she was still sitting on the toilet, legs open, eyes closed, her face with a satisfied little smile on it! I said, "elly? You ok?" with a lazy nod of the head and a big grin she replied, "Oh yes, I'm fine, just fine!" Looking down at the plastic bag on the floor I said tentatively, "Elly honey, would you like to? I mean?" I picked up the bag and placed it in front of her, instantly she got the idea and answered, " What a good idea," then smiling at us she went on, "put your pricks away, and wait outside I'll be out in a few minutes!" So Jim and I zipped up, and left her to it. With a question on his face Jim looked at me and I just smiled and said, "do you recall the very first time in your flat? When Elly dressed in Matties then Lindas clothes for us?" Jim replied, "how could I forget! Never ever came as often or as much in my life, so so so fucking kinky!" Then looking at the closed toilet door he got the message and all he could say was "wow!" A few minutes later the door opened and Elly emerged, gone were her own clothes as she was now dressed entirely in Matties, a knee length black coat covered a white cotton blouse, black flared skirt, nearly black tights and a pair of shoes not dissimilar to what she had been wearing, smiling at us she said, "Before you ask!" Without a care in the world, in the middle of the corridor elly casually hoisted up her skirt to reveal a pair of pink knickers underneath her tights! With a little giggle and turning to Jim she went on, "sure Jim will confirm that the bra matches the knickers!" Neither Jim or I could remove our gaze from Ellys crotch but he did give a barely perceptible little nod of agreement! Mattie had worn these clothes when she had been admitted to hospital and the thought of Ellys body in Matties clothes got me instantly hard! Seeing this on both our faces Elly quickly dropped her hem to where it should be, then fastened the buttons on her coat, then equally casually patted each of our erections in turn, picked up the bag containing her own clothes and said, "time for home boys!" And with another of her little sexy smiles added, "oh and by the way, I'm in the mood for love!" We all shared a look of unadulterated lust and turned towards the exit! As we left the hospital we agreed that as Jim stayed nearby we would walk back to his place, despite the cold night the walk was only about 20 minutes or so and given the vagaries of public transport it might be quicker! As we walked we chatted about this and that, nothing of any consequence really till we came into a rundown deserted area where the tall derelict sand stone tenements that awaited demolition rose high above us on both sides of the street, the smell of decay and rot so bad you could almost taste it! The combination of the misty night, the eerie glow from the occasional street light all added to the sense of emptiness. All the entrances were boarded up, the street deserted not even the sound of traffic, only Ellys heels echoed between the tall canyons of the century old buildings. Elly suddenly stopped and said, "sorry boys, need to pee again!" Jim and I looked around for a place for Elly to get some privacy but couldn't really see anywhere suitable, in truth, the street was so deserted, she could have strolled into the middle of the once thriving street, pulled down her knickers, had a pee and no one would have witnessed the act! As this thought transited my mind I realised I quite liked the idea! "Ah good, just the job" Elly said with a sigh, wondering what she was talking about we followed her as she made her way quickly to the other side of the street. Then I to saw it, one of the shutters on the entrance to the building had been partially removed, probably by vandals! As we slid through a narrow gap we were all astonished to see that one or two of the lights were still working, one on the ground floor and one two or three flights up. I don't know what I expected to see, yes, the ground floor at least was a bit dusty but otherwise clean and dry and free of any obvious indication of vandals having visited! Ellys heels clicked eerily in the empty landing, the venerable old stairs with their polished wood banisters awaiting the wrecking crew. There were two flights of stairs between each landing and without warning elly began to climb up to the next floor, Dumbstruck both Jim and I just followed her up the stairs till we reached a landing with two doors, each was open and clearly had been visited by someone! Light from the single electric bulb cast a dim glow into each of the derelict properties which someone once called home, Elly astonished us even further by pushing open a door to one of the flats and went in. I said, "Elly? What the fuck are you doing? This place is rotten right through, you can't go in there!" I was however entirely wrong, the flat seemed intact even a carpet on the old wooden floor. Then Elly suddenly speeded up and disappeared into one of the small rooms she exclaimed, "Aw shit, the bastards!" The room had once been the bathroom but for some inexplicable reason the toilet had been removed, only a stained enamel bath remained. "sighing deeply Elly muttered, "Ah well, this will have to do!" reaching up inside her skirt she quickly pulled down her knickers and tights and placing her arse over the edge of the old bath began to empty her bladder! She had hoisted up her skirt so far that Jim and I had a perfect view of her soft brown cunt, gazing down a little further I noticed that Matties knickers were indeed pink, a soft creamy pink, which were actually quite nice! When she had finished peeing Elly delved in her bag, found a wet wipe and casually cleaned her fanny before tossing the tissue into the bath to join her pee! "Wow that was good! Really needed to pee!" she stood up, pulled up her panties and tights and headed for the front door! Jim and I just gauped at each other and shrugged our shoulders before following Elly out! To our further astonishment elly didn't head downstairs but rather climbed up to the next landing, then we heard her say in a husky voice, "Whose first for a knee trembler?" Exchanging a quick glance I gave a brief nod and indicated to Jim to go up the stairs, this he did, his hand already rubbing his cock! A few seconds later and I was sitting on the cold stairs, Elly was saying, "OOOO, a hard on, lovely! Wait a second Jim, let me take off matties coat!" There was a few seconds of silence only the rustle of the coat being removed. Then the unmistakable sound of them kissing, wet, tongue mashing, passionate and desperate snogging! Elly said, "Oh Jim, put your hand up my skirt!" Again the rustle of disturbed clothing, then, "Oh fuck! Oh fuck! 2 fingers Jim! Oh that's so fucking good!" More kissing and more dirty talk ensued, then I heard Jims zipper coming down! More gasps as elly fondled his erection! Elly groaned, "Jim, pull my knickers downfall the way, down to my ankles!" Again the rustling sound as Jim did as he was bid! Jim whispered, "Oh Mattie, open your legs for me, gonna ride you!" Elly giggled as she noticed the use of Matties name but said nothing and let Jim enjoy the fantasy! Her heels scraped on the old stone as she parted her thighs, then with a gasp he was in her, in my girlfriends cunt and I loved it! The wet sucking noises continued both from their kissing and from Jims cock sliding in and out, up and down her pussy! Elly kept groaning, "Oh fuck! Oh fuck! Oh god! Oh God! Enjoy me Jim, fucking enjoy me!" Jim pumped furiously until with a gasp of sheer joy he began to empty his hot spunk up her cunt! Elly to began to orgasm, her cunt gaped loudly and she howled out loud as her spasm of sexual fulfilment spread throughout her body! I gave them a minute to compose themselves then made my way to where they stood, there was just enough light to see that Jim had pulled his glistening cock from her slit, Elly was braced against a stone wall, her legs still spread wide apart, Matties little pink knickers at her ankles, her blouse was open and pulled up to expose her tits, the nipples rock hard! Opening her eyes as though from a dream elly said, "Now do it now! I want you to fuck me all night!" I pulled down both trousers and boxers, my cock aching to bury itself in her hole! She threw her arms around my neck and we began to kiss wildly and wetly, my hand already between her legs, the combination of her own juices and Jims spunk made her vagina just the way I liked it, very, very wet! A second later and I had slipped effortlessly inside her, Elly had told me she invariably orgasmed on penetration and she did so again! Her body offered so many delights my mind rushing through the possibilities but I just decided to fuck her quickly and empty my aching balls! We moved as one, her belly slapping mine in perfect harmony, all the while our tongues mingling our juices! Ellys cunt was tight, the combination of that tightness plus her soaking wet condition made it even more enjoyable! It was when I recalled that she was wearing Matties blouse, skirt, bra, knickers, tights and shoes I lost all control and I began to pump my semen up inside her! She orgasmed again, blowing our mingled juices and come around my slippery prick! When we had both recovered, elly leaned her head on my shoulder and said, "Oh ally, I do so love you!" This was the first time we had ventured into this territory, with complete sincerity I replied, "Oh Elly honey, I feel the same, love you so much!" With a little satisfied sigh she quite casually let herself sink down onto her knees and gently took my wet cock into her mouth and cleaned it with her tongue and wet lips! As my prick began to revive she giggled and said, "nope! Not here! Later! somewhere more comfortable!" With that she stood up, pulled up her panties, tights and let her skirt fall to its natural level. Jim coughed just to let us know he was still there, when I looked he was just standing there, cock in hand, gently stroking his erection as though he was about to masturbate! Seeing this Elly said, "Now boys, cocks away please! Too cold and uncomfortable here, so lets go!" We had barely left the tenement entrance when elly laughing exclaimed! "Oh crap! Guess who needs a pee!" Turning to me with a wicked little smile she went on, "I Know what you were thinking earlier! So this is for you darling!" Quite unhurriedly she walked over to one of the lamp posts which still gave off a garish orange glow standing facing the pole she quickly and deftly pulled down her knickers and tights to her ankles, lifted up her skirt to bare her arse, squatted slightly and in the middle of what once was a thriving busy street she let her piss flow! Both Jim and I had a perfect view of her cunt spewing out the yellowish liquid, flecked with our come! Her little anal hole was clearly visible in the orange light! When finished, she used a wet wipe to clean her cunt, pulled up her undies and with a, "Thank fuck! That's better boys, now we go home!" There are many things that make me hard, one of which is watching someone taking a leak! Without hesitation I walked up to the pole, unzipped my now stiff cock and produced a firehose of pee!Elly giggled at the sight as my piss climbed up the metal pole! Then Jim produced his own erection and he to took a piss on the poor pole, then we zipped up. Elly then took my arm and we made our way home! All 3 of us hoping and praying no one had seen us! On reaching Jim and Matties apartment we were all still glowing after our activities, I knew though that Elly was still horny and would want more! We took off our coats and jackets enjoying the heat and comfort of the house, then turning a little serious elly spoke to Jim, "Jim, please understand, what took place earlier and what ever takes place tonight is just sex, nothing more and nothing less. There is no relationships on offer here, I love Ally and he me, so just enjoy the moment!" There was only a brief but awkward silence as she said this, then acknowledging the sense of what she had said Jim gave a nod of understanding and that was that, elly had cleared the decks for action! elly giggled as she went into the lounge and as Jim and I watched she stripped off her blouse and skirt, leaving only Matties obviously too small pink half cup bra and panties and barely black tights! She even kept on the smart black court shoes! She headed for the kitchen and asked, "anyone for tea or coffee?" Not for the first time that night Jim and I exchanged looks as this beautiful half naked lady sauntered casually into the kitchen to make hot drinks! Even more surprising when we both said "yes!" Elly gave a throaty and provocative little laugh and then filled the kettle and switched it on! Then coming back into the room she first unzipped Jims cock then mine! Giving each a little squeeze! She said, "Now boys play with yourselves whilst I make the tea, could be a long night!" When the tea arrived both Jim and I were rock hard, our pricks flowing with pre-come! Elly made us drink our tea whilst she went to work on our hard ons, first licking the pre-come from my now swollen dick then doing the same to Jims! When we had finished most of our drinks Elly took the mugs into the kitchen only to re-appear carrying a basin with some water sloshing around it. Confused Jim and I watched as she placed the basin on the floor, pulled down Matties knickers and parting her thighs said! "I know you like to watch me pee!" Then with a cheeky little grin she went on, "want to touch as well?" Then with amazing control she began to pee very slowly, no more than a constant trickle, I beat Jim to it by milliseconds, my fingers probing at her piddling cunt! She had her eyes closed as my fingers penetrated her slit, the warm liquid running freely onto my hand! As though mesmerised by the sight of her peeing I didn't really notice Jim get behind Elly and slip his hands down inside her bra, feeling and needing her tits as she peed! I managed to croak, "Jim, with the best will in the world your wife's bra doesn't fit Elly, perhaps best to take it off!" Ellys eyes closed as Jim unhooked the little bra, exposing Ellys now pink tits, her nipples rock hard and ripe for sucking! I removed my hand from her dripping pussy and half walked and half carried her over to the settee. Draping her delectable body over one of the arms I removed her panties from her ankles, spread her legs wide, then Jim and I took turns at sliding our fingers up and down, in and out of her slippery pussy! Elly was breathing hard now but managed to say, "Quick! Jim in my fanny!" turning to look at me she went on, "In my mouth lover, then swop over when Jim finishes!" There was no need for a further invitation, seconds later Jim was buried up to the hilt in her cunt and my cock was sliding noisily in her mouth! Jim didn't last long, with a groan of delight and a massive inhalation of air he pumped his spunk deep inside Elly, I could almost hear it pumping into her! Elly gasped in orgasm at the sensation, her eyes closed in ecstasy and her mouth tightened around my throbbing cock, it took all my concentration not to shoot my load in her throat! After a few noisy sloshing final thrusts Jim removed his cock from her pussy, it was shiny, wet and white with our mingled come and her cunt juice, with a satisfied little smile on his face he staggered over to the chair and sat down! I quickly removed my knob from her mouth, went around to her rear and without ceremony slid my cock into her oh so warm and oh so wet cunt! She groaned aloud as my prick bottomed out on her cervix, the orgasm rushing through her entire body and soul! Opening my eyes I saw Jim slip his still wet cock in her mouth where Elly hungrily and enthusiastically cleaned his manhood from balls to peehole! Reaching around I fondled each of her delicious tits and felt my come begin to spurt deep inside her! My own orgasm equally loud as Ellys! When Elly had dutifully cleaned up my cock as well as Jims we staggered into the bedroom where we all fell asleep instantly! All naked and all exhausted! I did awaken once, put my hand out to touch naked flesh but to my surprise the bed was empty! Stretching and yawning I noticed my cock was rock hard so got up to see where my lovely slut Elly was and what she was doing! I found elly and Jim in the lounge, she was no longer naked, dressed in Jims nieces school uniform of white shirt,navy skirt and white knee socks. She was squatting on the settee, her legs up on the cushions, thighs wide apart, eyes closed in sheer joy with her skirt around her waist and jims prick was buried all the way up her fanny! He was naked except for a pair of tiny pink panties on his nose, I guessed they must have been his niece Lindas! Deciding to let them get on with I went back into the main bedroom, looking down I saw a glistening wet cock covered with pre-come! Now I don't know about anyone else, but I love to rummage around women's underwear drawers, so I opened Matties bottom drawer to reveal a assortment of clean panties of all colours, soft clean bras and tights of all shades! Slowly I removed a number of pairs of soft cotton knickers and delicately wiped a drop of my pre-come on the gusset of her panties till my knob was dry! Then I sat on the bed and listened to the noise of Jim and Elly fucking in the next room and began slowly to masturbate myself till once again my prick emitted copious quantities of pre-come, then once again I began to slowly place my wetness on the inside cups of her bras just where I guessed her nipples would be! What a thrill to imagine my pre-come on Matties cunt and nipples! Closing the drawer I went back into the living area just in time to see and hear elly and Jim climax! Faster and faster he pummelled into her soaking wet cunt clearly spurting hot semen as deep inside her as he could! When he had disengaged his cock from her spunk filled hole I lifted Elly up, carried her through to the bedroom, lay her on her back then without awaiting permission slammed my prick into her! coming almost immediately! Which brings us back to the present, I can't remember Elly undressing but she must have as Lindas school uniform lay scattered about on the floor! When Elly and Jim had recovered Elly said, "What a night boys! My pussy feels as though it is full to the brim!" Then with a deep satisfied smile she got off the bed saying, "need to poop and get dressed!" Then noticing my cock went on, "I promised Jim a blow job if he gave you one!" turning to Jim she smiled and giggled before continuing, "Well Jim? Get on with it!" Then hurrying she left the room and us to get down to it! Jim didn't hesitate, the prospect of elly giving him a good sucking was all the encouragement he needed! Without any embarrassment he put his head in my lap and began to slowly wank me off then his lips were encompassing my cockhead and closing my eyes I gave myself up to this unexpected pleasure! My preference is for sex with females, however,not averse to a bit of cock on cock fun either!As Jims tongue sucked and played and teased my aching cock I let myself drift off to that special place where anything goes! I was only minimally aware of Elly coming back into the room fully dressed and her squatting down between Jims thighs and undoing her scarlet blouse, producing her tits and then giving Jim a tit wank as he sucked me! It was obvious I wasn't Jims first blow job, he expertly brought me off to a shattering and explosive ejaculation, his throat working overtime to cope with the flow of come! Then with a deep grumble of satisfaction it was his turn,as he emptied his ball sack onto ellys tits! When we had cleaned up and all were dressed Elly made breakfast then with kisses and hugs we went our separate ways! THE END!