Note: This story was dynamically reformatted for online reading convenience. All the girls I've `loved' before. Part 3 - Carrie and Ann, continued The week went by pretty quickly and we were busy doing chores for our parents. On Friday, we went down to the woods again. Ann couldn't go because she had to go shopping with her mom. Carrie and I actually played for awhile and then I asked her to take her blouse off. She said okay if I took my shirt off. I agreed. After she removed her blouse, she took her bra off and I just stared at her boobs. I'd seen them lots of times in the past weeks but never outside. I reached over and started playing with her boobs, first squeezing them and then massaging them. I flicked her nipples a couple of times and I could see they were hard. I went back to massaging her boobs and Carrie tilted her head back and closed her eyes and started breathing heavy. I kept doing it for a few minutes and then Carrie shuddered and exhaled heavily. She had just cum without me touching her pussy! I couldn't believe it! Carrie had gotten off with me playing with her boobs! I stuck my hand down her shorts and inside her panties. Sure enough, her pussy was soaked. I started fingering her pussy and she started breathing hard again. I knelt down in front of her, pulled her shorts and panties down and started licking her pussy. It wasn't long before she came again, this time jerking her body pretty wildly. I stopped licking and she stood there a moment on shaking legs. I stood up and she opened her eyes and said, "That was the best one ever!" I don't know what I did differently but figured the next time I would try that again and see what happened. I hugged Carrie, feeling her naked boobs against my chest. I had a hard on that was actually beginning to hurt. I reached between us and undid the button on my shorts and unzipped them. The, with one hand, I pushed my shorts and underwear down to my ankles. I kept hugging Carrie and moved one of my hands down to her butt and pulled her crotch closer to mine. I could feel my dick between her legs and I could feel her heat! Suddenly she became aware of my dick between her legs and popped her eyes open. She spun in my arms so that her back was to me. She looked back at me and said, "We can't fuck, remember?" I said, "Yeah, I remember. I wasn't trying to fuck you, I just wanted to feel my dick between your legs." I reached around her and from behind, began massaging her boobs again. As I did so, I pulled her closer to me so my dick was against her ass. It nestled between her ass cheeks and I slowly started humping her. My dick moved up and down her valley and it felt really good. Carrie was getting off on my massage of her boobs and wiggled her butt a little. I kept this up for awhile and it seemed like Carrie was nearing her third cum. So I kept playing with her nipples, squeezing them gently and twirling them. She shook against me and had her third cum. All the while I was humping her rear crack and it felt good but I didn't think I could cum this way. Finally, I asked Carrie to suck me. Still in a trance from her cum, she just shook her head okay, and got down on her knees. She took my dick in her mouth and started sucking me. I was so hard from humping her it only took me about 30 seconds to shoot a load in her mouth. She gagged a little and swallowed it all. She kept sucking me and I didn't go soft. I started humping her face and a couple of times went a little too far and caused her to gag, but she didn't stop. It took about five minutes of sucking on her part but finally I shot a second load into her mouth. She swallowed and stood up. We were both pretty wasted from our cumming and without saying much, we both started putting our clothes on. Carrie started giggling when she couldn't get her foot into her panties. I bent down as if to help her but instead grabbed them and ran off. She really started laughing hard and started chasing me, even though she was naked! I had managed to get my underwear and shorts on and I ran ahead. Then I turned around to see my naked sister running after me with her boobs bouncing. I just stood there and ogled her, which allowed her to catch up to me. I held her panties above my head and she tried jumping for them but could quite reach them. It was great seeing her bouncing so close to me. Finally, I gave in and handed her the panties. She immediately bent over to put them on and started laughing again. Now I was watching her ass, the same ass I had been humping awhile ago, right in front of me. I ran my fingers between Carrie's legs and touched her pussy from behind. She gasped as I ran my finger through her slit, and around between her ass cheeks. I passed over her butt hole and she gasped again. "That's weird", I thought. I ran my finger back to her butt hole and she gasped again. I wiggled my finger around and she started squirming and wiggling her ass. I could feel her ass pulsing on my finger. I pushed a little bit and again she gasped and then looked around at me and asked, "What are you doing to my ass?" I told her I didn't know but it seemed like it felt good to her so I kept doing it. She said it felt strange. I asked her if she wanted me to stop. She said she didn't know so I just kept wiggling my finger. It had juices from her pussy on it and it stated working its way up her ass. Soon I was in to the second knuckle and she wasn't saying anything. I pushed a little harder and she said it felt like she had to go to the bathroom. I quickly pulled my finger out which caused her to yelp. My finger wasn't dirty but when I brought it to my nose, it smelled like ass. Carrie stood up and said she didn't need to go to the bathroom anymore, it must have just been my finger there. We walked back to the rest of our clothes and got dressed. I went down to the stream and washed my hands in the water. We then got ready to head home. I asked Carrie if she wanted to have Ann over again on Sunday, and she said okay. When we got home, she went to ask mom and mom said, "You guys are getting to be good friends, aren't you? Your dad and I miss you guys coming along with us on Sunday." Carrie said that it was fun when she was little but it was getting boring now that she was older. Mom said okay. I talked to Carrie about some things I wanted to try on Sunday with her and Ann. She thought about them and said okay slowly, like she still wasn't sure. I had some things in my mind that I was wondering if I could get the girls to do. So I started planning it out to see if I could make it work! On Sunday, while we were in church, Carrie leaned over and whispered in my ear that she wasn't wearing any panties. I immediately got hard, even though we were in church. Carrie looked down at my crotch and had to stifle a giggle. She cleared her throat a couple of times. My mother gave her a stern look as if to say, "Behave!" We went back to paying attention to the priest. After church, we brought Ann home with us. Our parents got ready to go on their drive. They were going further today so they were going to get something to eat on the road to save time. Carrie, Ann and I made ourselves some Peanut Butter and Jelly sandwiches. Ann was wearing her regular Sunday church clothes. After my parents left, Ann asked what we were whispering about in church. Carrie didn't say anything at first but just stood up from her chair and then said, " I told Roy that I wasn't wearing any panties!" With that, she reached down to the hem of her dress and pulled it up, showing us her stockinged legs, garter belt and pussy. True to he word, she didn't have any panties on! Ann gasped and brought her hand to her mouth. She said, "Carrie, I can't believe you didn't wear panties to church. How could you?" Carrie replied, "It feels great! I can feel breezes against my pussy and it feels so naughty that I get excited! When I get older and live on my own, I'm never gonna wear panties under my dress! You should try it, it's great!" Ann just sat there with her mouth open. Slowly, she started chewing her sandwich again, but her eyes never left Carrie's pussy. We finished our sandwiches and then Carrie told Ann to follow her and for me to wait here. Carrie and Ann went into Carrie's bedroom and closed the door. After about five minutes, the door opened and Carrie came out first. She twirled and said, "Ta da," pointing at the doorway. The Ann came out still wearing her dress but now she had a pair of Carrie's heels and stockings on. Carrie had remembered one of the things I had mentioned the other day at the woods, that I wanted to see Ann wearing stockings. Carrie then said, "Wait, it gets better!" Slowly Ann lifted her dress and I could see that Carrie had lent her one of her garter belts. Ann stopped at that point and Carrie told her to keep going. Ann giggled and then kept raising her dress and I could see she had removed her panties! WOW! I told Ann she looked great and asked her of she was going to go home like that. I guess she thought I was telling her she had to go home because all of a sudden she got a sad look on her face and asked, "Aren't we going to play some?" I told her of course we were. I meant later when it was time for her to go home, was she going to go like that. She said her mother wouldn't let her wear stockings so she would probably get into trouble. I told her I didn't want that to happen. She smiled and said that she was going to walk home with no panties on! I told the girls to not just stand there, let's do something. We went into the living room and sat down on the couch. I figured we would get right down to the fun part since it was obvious we didn't need to play strip cards. I told the girls that I wanted to see their boobs. Carrie repeated herself from the woods and said she would if I took off my shirt as well so they could see my chest. I said okay and began unbuttoning my shirt. Carrie started unzipping her dress but Ann just sat there. I asked her why she wasn't taking off her dress. She said, "I don't have any boobies" I told her she did and they looked fine to me. She asked, "They do?" to which I replied, "Yah, I remember them from last time and they were fun to look at. Your nipples got really hard. Don't you remember how much you like it when I licked your boobs?" She said, "Yeah, okay" and started taking off her dress. As soon as she had it off she reached behind her and unhooked her training bra. She took that off and was naked except for the heels, stockings and garter belt. She started to undo the garter belt and I told her to leave the rest on, it looked sexy. She said, "It does?" I said, "Yeah, stand up, let's see how you look. She stood up and even though the heels Carrie had lent her weren't that tall, she wobbled in them as she stood. I told her that she would have to practice some more in those heels. She giggled and said she hoped she didn't fall down. Carrie had removed her dress and bra and I told her to leave her stockings and heels on as well. She said okay. The she said that they were naked so I had to take my pants and underwear off as well. I wasn't going to argue so I did. I went over to Carrie and started massaging her boobs again like I did in the woods. I wanted to see if I could get the same reaction out of her that I did then. I motioned Ann over and told her to start playing with Carrie's left boob while I played with her right one. Ann slowly brought her hand up, unsure of what to do. She watched what I was doing and mimicked my movements. Soon Carrie tilted her head back and was almost purring! I used my free hand to reach over and massage one of Ann's boobs while I tweaked Carrie's nipple. Ann reached up with her free hand and played with her other boob. Soon Carrie was getting excited like she did in the woods. Ann was surprised since we weren't touching Carrie's pussy. Soon Carrie came with a shudder. I then got down on my knees and started licking Carrie's pussy. I looked over at Ann and she was licking her lips and had one hand playing with her boob and the other playing with her pussy. I continued licking Carrie but reached over and started stroking Ann's pussy. She flinched when I touched her but soon moved her own hand to cover mine and move it where it felt best. Soon Ann was shaking and came. I kept licking Carrie's pussy but kept stealing glances at Ann. As soon as I saw her open her eyes, I thought I would try the next thing on my list. I told Ann to kneel down next to me. She did and apparently thought I wanted her to suck me because she started to bend over towards my dick. As much as I wanted to feel her lips on my dick, I wanted more to see her lick Carrie's pussy. I told her to take over what I was doing. She looked puzzled and said, "What?" I told her to start licking Carrie's pussy. She shrugged her shoulders and put her face to Carrie's pussy and began licking. Obviously, she knew what to do because Carrie soon started moaning real loud. I got behind Ann and started stroking her pussy. She kept licking Carrie like there was no tomorrow. Soon Carrie was shivering and Ann was shaking. I sped up the action of my finger but not too much because I wanted Carrie to cum again before Ann did. I was afraid Ann would stop licking Carrie if she began to cum. Carrie came and I picked up the speed a little more on Ann's pussy. Soon she was shaking as well. She was on her hands and knees, her face just an inch or so from Carrie's pussy. Then she came with her normal loud scream! I waited until she recovered and then told her to sit on the couch and spread her legs for me. She slowly got up and did just that. As I watched her get up, I noticed that she might not have a lot of boob yet, but she sure had a nice ass. And it looked real good with the stockings and heels. She stumbled over to the couch, sat down and spread her legs. I got up behind Carrie, who hadn't moved since her last cum and starred stroking her boobs from behind. She was still in a cum trance. As I massaged her nipples, I looked down at Ann sitting on the couch with her legs spread. I kept massaging Carrie's nipple with one hand and with the other, I reaching between her legs. She spread her legs slightly for me. I reached up and rubbed her bump and then ran my fingers through her soaked pussy. She moaned and spread her legs a little more. Since she was wearing heels, she was taller than she was in the woods. This made it easier for me to reach her pussy from underneath. I stroked her for a few more moments and then brought my fingers back under and up her ass crack. I looked down at Ann and she had moved one hand to her pussy and was gently stroking herself, turned on by what she was seeing. Her other hand was tweaking her nipple, first one and then the other. They were hard as rocks! I ran my wet fingers up and down Carrie's ass crack and started focusing on her hole. She pushed back gently on my finger, encouraging me to penetrate her with my finger. I pushed a little in and then a little more. Soon I had my finger all the way up her butt. She was rocking gently, enjoying what I was doing to her. I leaned over and whispered for her to kneel down. She did so shakily, but I kept my finger in her ass. When she was on her knees, I pushed her shoulders forward so she went onto her hands and knees. Now her face was about a foot away from Ann's pussy. I told Ann to scoot out on the couch so her butt was on the edge. She did and brought her pussy right up to Carrie's face. I told Carrie to start licking Ann's pussy. She took a few tentative licks and then really started in. I started moving my finger in and out of her butt. She was humping back at my finger never taking her mouth off Ann's pussy. With her free hand, Ann pulled Carrie's head tighter into her crotch. Supporting her self on one hand, Carrie reached up with her other hand and started fingering Ann's pussy as she licked. Then, amazingly, she started moving her finger up and down Ann's slit, each time going a little further. Then she took her wet fingers and began to move them towards Ann's butt crack. She was duplicating what I was doing to her. Ann moaned under the pussy licking she was getting and squirmed a little when she felt Carrie's finger playing with her ass. I couldn't see what Carrie was doing but I saw Ann flinch a couple of times so I assumed Carrie was trying to get her finger into Ann's ass. Ann started mumbling, "Weird, so weird!" over and over again. Then she started getting louder and saying, "Oh, oh, oh, oh!" almost shouting the last couple of words. Carrie's ass was beginning to dry out so I drooled some spit down her crack and worked it into her ass with my finger. She was really humping against me now. My dick was super hard from all the sex going on around me. I knew I couldn't fuck Carrie's pussy but maybe her ass would work. I stopped massaging her boobs and took a hold of my dick. I brought it up to her ass and withdrew my finger. I spit on my finger and rubbed it on the end of my dick then brought it up to her ass. I placed the head of my dick at her ass hole and pushed. It wouldn't go in, although Carrie was still wiggling her ass, as if trying to find my finger. I humped against her a little bit and noticed that Ann was beginning to cum. Ann let out a yell and then went limp. I pushed a little harder and the head of my dick popped into Carrie's ass. She grunted a big "OH!" and then screamed. She screamed, "What are you doing, it hurts!" I stopped moving but didn't pull my dick out of her ass. She kept repeating, "Take it out, take it out!" Finally, I pulled it out and she yelped a little I got up and went into the bathroom and washed my dick. It was still hard and I wanted one of the girls to suck it. I came back in the living room and saw Carrie, still on her hands and knees, fingering herself. Ann was laying on the couch with her legs spread. I went over to the couch and straddled Ann's body and placed my dick up against her lips. She immediately opened her mouth and began sucking me. Soon I shot a load into her mouth which caused her to gag a little and some of my cum came out of her nose. She started laughing with my dick still in her mouth which caused it to go partially into her throat. It felt so hot in there. She started choking, though, so I pulled it out. Behind us, I heard Carrie finally cum. I sat on the couch next to Ann. She leaned over at me and asked what I was doing to Carrie. I told her it was the same thing Carrie was doing to her. I asked her how it felt and she said weird. I asked he if that was a good weird or a bad weird. She said, just funny, but she kind of liked it. She asked what had caused Carrie to scream. I told her that I had used my finger on Carrie and she liked it so much that I tried my dick. Carrie looked up at us and said my finger felt so good and my dick was bigger and probably would have been okay but it was too dry and was tearing her. I asked her if I got something to wet it, would she try again? She said I should try Ann's butt since she liked having a finger in her ass. I looked over at Ann and she just shrugged her shoulders. I jumped up and ran into the bathroom. I looked all through the medicine cabinet and all I could find was a tube of Brylcream, the stuff my older brother slicked his hair with. I brought it back out and the girls hadn't moved. I licked Ann's pussy a little and she started getting excited again. I told Carrie to lie down on the floor on her back. She flipped on her back and lay down with her knees bent. I then took Ann's hand and stood her up. I told her to straddle Carrie's head and lay down on Carrie so her crotch was in Carrie's face and her face was in Carrie's pussy. (I didn't know it at the time but found out later this was called 69, something I would enjoy as I got older). I told the girls to start licking each other, which they did. Ann's ass was framed by the garter belt and stockings she still had on. Carrie had already cum a few times and I had started warming Ann up so almost as soon as Carrie started licking her pussy, Ann started humping her hips up and down. I took a little of the Brylcream and put it on Ann's ass hole. I started working it into her ass. I took some more and worked my finger into her ass. Ann was moaning and moving her pussy all over Carrie's face. I got behind Ann, straddling Carrie's head. I put a little more of the Brylcream on my dick and brought it up to Ann's ass. I lined it up with her ass and pushed gently. There was some resistance so I pushed a little hard. I slowly felt the resistance decrease, although Ann started making a different kind of noise. I couldn't tell if it was because she was getting close to cumming or if it was my dick at her ass. I pushed a little harder and my dick head popped into her ass. Ann started kicking her toes into the floor and grunting, "Oh, oh, oh, oh!" into Carrie's pussy. I was fucking Ann's ass! She wasn't screaming at me to stop although I could see she had her hands squeezed in tight fists and she was still kicking the floor. I didn't move since she was moving a lot. Finally her kicking slowed and she stopped making noises. Carrie had stopped her licking since all this was going on right over her head! Now she started licking Ann's pussy again. Ann, in return, began licking Carrie's pussy as well. Soon both girls were moaning and I could feel Ann moving her ass all over. Since I was inside her, I was getting the benefits of her movements. I moved a little, pushing my dick into Ann's ass a little more. Ann grunted but kept licking. Soon I was fucking with regular strokes. Every time I pushed into her, Ann would give a grunt into Carrie's pussy. Finally, the pressure of her tightness was too much for me and I pushed into her one more time and shot into her ass. I stayed in her ass as my dick softened. Soon Carrie was moaning louder and then she came. Ann hadn't cum yet and I could feel Carrie stop licking her so I pulled my dick out of Ann's ass and backed away. I picked her up and put her on the couch and then dove into her pussy with my mouth. I licked for a minute or to and then Ann started shouting again (I was going to have to teach that girl to cum quietly!) She came and went limp. I pulled up and looked at her face. She had tears on her cheeks and her face was covered with Carrie's pussy juice. I looked down at my sister and saw that her face was covered with pussy juice as well! I let the girls lay there for a couple of minutes and then, as they appeared to be awakening, I roused them and suggested that we get cleaned up and dressed. I helped Carrie up off the floor and then helped Ann up off the couch. Both girls went into the bathroom and closed the door. I had to wait until they finished before I could clean up. After about five minutes, they came out. Both of them had cleaned their face and Ann had taken off the stockings and heels, and had put on her dress, socks and shoes. Carrie was still naked. I went in and cleaned up. Amazingly, there wasn't much dirt on my dick. I expected it to be filthy. I washed it good, then washed the pussy juice off my face and then put my underwear and pants and shirt back on. I went out into the living room. Carrie had put her dress on and both girls looked fresh. I asked them if they had fun. Ann said that her pussy felt good but her butt was sore! Then she giggled and asked how it felt to be in her butt. I told her it felt great and couldn't wait to try it again. I also said if fucking felt that good, I couldn't wait to do that either! Carrie said that Ann had smashed her pussy onto her face a couple of times and that hurt. I asked how her pussy felt and she grinned and said, "Great! That was really weird doing what we did, with Ann on top of me." I looked around the living room and found the Brylcream tube. We had used a lot of it. I put it back into the bathroom where I found it. I checked the living room one more time and everything looked to be in order. I went into the bathroom and found Ann's panties on the floor. I came back out holding them in my hand. Ann blushed and grabbed them out of my hand. I asked her if she was still going to go home without them. She giggled and said, "Yep", then took them and put them in her purse. I teased her and said that she was only kidding and had a pair of Carrie's on. She flipped up her dress and showed me her naked pussy. My dick was beginning to get hard again. I unzipped my fly and took out my dick. I asked the girls if one of them wanted to suck me again. Ann made a face and said, "That thing was just in my butt. I can still feel it!" I told her that I had washed it. She still shook her head no. Carrie said she would, licked her lips and got down on her knees. My dick crazy sister really went at it! It took me about five minutes but finally came in her mouth which she swallowed. Ann just stared the entire time! Finally I helped Carrie to her feet and we said good-bye to Ann as she went on her way home. Carrie and I cleaned up some more and tried to look normal when our folks came home. They arrived about an hour later. We could have played some more but we were probably better off quitting early. My brother got mad though when he found his nearly empty tube of Brylcream. He wanted to know who had taken his stuff. I looked at him and asked, "Does it look like I use that crap?" She just stormed around but since my hair was pretty short, it was obvious that I didn't use it in my hair. I don't know if he suspected any other use for it but he didn't say anything. Unfortunately, that was the last time the three of us got together. The following week, Ann went on vacation with her parents for two weeks. Unbeknownst to us, her parents were planning to move to another town upstate and used the vacation to accomplish the move. We didn't find out until Carrie got a letter from Ann about a month later. But it was not the last time I saw Ann.