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 Heather and Amy (mf mff spank) glenisonfire
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   Heather and I had been living in sin for over two years.  We were young,
not saddled with the responsibility of marriage or children.  Our apartment
was large and well decorated and on my part I know that I was very happy in
my simple life.  That is why I acquiesced when Heather asked if her best
friend Amy could live with us for a few months.  She had recently broken up
with a longtime boyfriend and had to move from her apartment because she
could not afford rent by herself.  She had been Heather's best friend since
childhood so I knew her well and had no problems sharing my space with
another beautiful creature.

   As generosity is in my nature I had moved her things from her apartment
into temporary storage and collected her clothes and immediate needs.  I
did this because her `ex' still inhabited the apartment and although there
was some tension upon my arrival it was much less than if Amy had come
along.  Meanwhile my girlfriend did the standard friend duty by buying two
bottles of wine and proceeding to get them both drunk in my living room. 
By the time I returned from the local storage facility, they were both
terribly drunk complaining loudly about Amy's ex-boyfriend and men in
general as Heather brushed her long red hair soothingly.  They, did,
however thank me graciously for helping get Amy moved and settled in,
differentiating me from the rest of my sex.  I allowed them to continue
talking while I got the rest of her things settled and ate my dinner
without interfering.

   Both my discretion and their inebriation led their conversation to the
topic of sex.  Amy allowed that the sex with her boyfriend had been
frustrating at the best of times and non-existent in the past 6 months of
their relationship.  Heather sympathized because she had a very health sex
drive and could not bear to be without sex for more than a few days.  More
than a few times I had been awoken in the night by her furiously
masturbating next to me, trying not to wake me up because she didn't want
to disturb me.  When I let her know I was awake she would practically
attack my body and I would watch in the dim light as she brought herself to
orgasm moaning for me with my hard member in her mouth.  I was never far
behind her.  Hearing Heather casually telling details of our personal life
made me proud and more than a little aroused.

   Heather told her confidently that someone would come along soon enough
to take care of both her and her needs.  Feeling like a dirty voyeur of
their vulnerable talk I made some noise in the kitchen and excused myself
to bed for the night.  Although the talk had taken an interesting turn, I
was a realist and figured it was best to let Heather be alone with her
friend regardless of the conversation.  A short time later I was joined in
the bedroom by Heather, hearing her bid goodnight to Amy after settling her
in the adjoining room.  Heather quickly shed her skirt, stockings and bra
and came at me like a cat in the darkness.  Once on top of me she whispered
a breathy "Thank you for helping her" in my ear followed by the instruction
to lie still well she reciprocated.  I had enjoyed Heather's alcohol fueled
libido before but never like this.  She descended my torso alternately
sucking and biting me gently, eliciting deep moans I tried to stifle for
the sake of our company, located no more than twenty feet from where I lay.
Heather would have none of this and discarded discretion in her drunken
state.  She knew I liked it when she talked dirty and launched into a
description of her intentions at a conversational tone.

   "I want your beautiful hard cock in my mouth!  I want to show you how
hot you make me.  I am going to lick from the head of your cock to your
asshole until I decide you are wet enough and them I am going to make you
cum in my pretty mouth." After hearing her throaty monologue I almost
climaxed the and there.  As her face hovered above my rigid dick she said
one last thing before her sounds became the loud groans and slurps of a
girl with a face full of cock.  "I want you to know how much you helping
Amy means..."

   Hearing someone else's name in the middle of such passion threw me for a
loop but I had no time to recover.  Heather quickly slid her velvety mouth
to my balls trying to suck as much of them in her mouth as she could and
making a noisy show of it.  I knew she would soon descend to my ass, a
trick that would drive us both wild.  As she straddled my leg I could hear
and feel her hand working busily on her pussy, making wet sex sounds.  She
came twice, loudly between my legs before I let loose my load on the side
of her face as she tongued my balls well pumping her fist on my cock.  She
was still frigging herself noisily, sampling my cum from her face well I
rose to get a towel from the bathroom.

   As I walked in the semidarkness I could see that our door was open,
forced that way by my dog on an attempt to escape the sounds of our
lovemaking.  I noticed that Amy's bedroom door was open and immediately
decided to call the dog out of our guest room where he was no doubt asleep.
Then the realization struck me that Amy must have heard our lovemaking
unless she had passed out directly after going to bed.  My blush was deep
but unnoticeable in the darkness as I looked into Amy's room for sign of
the dog.  He was asleep comfortably on the floor but I noticed movements on
the bed.  My well adjusted eyes caught a glimpse of Heather's voluptuous
friend legs splayed, top tussled lewdly above her breasts rapidly frotting
her clit and softly moaning.  I stood for a minute, her oblivious to my
presence listening to both women moan gently as they manipulated themselves
not more than speaking distance apart.

   I was almost instantly hard once again and moved with both speed and
silence back into my bedroom .I surprised Heather by quickly rolling her
over, directing her to all fours by the edge of the bed.  I slammed my cock
into her now soaked pussy displacing her busy hands as I pistoned away
using all the leverage of my standing position.  Heather moaned again
loudly with her breath catching seductively with each thrust.

   "Please, spank me!" She cried with a gasp followed by the loud smack of
my hand on her upturned ass.  This drove us both into frenzy with her
orgasm loudly announced between the playful yet distinct smacks until my
pace quickened and I breathlessly deposited another load on her soft
reddened ass.  I fell lengthwise to the bed where I quickly fell asleep
with Heather's small frame wrapped around me lovingly.

   I got up early for work the next day, quietly going about my morning
routine.  I carefully closed Amy's door taking the briefest note of her
naked bottom as she slept on her side.  "My god," I thought, "Last night
will be in my mind every night for the next year" I had no idea what was in
store for the weeks ahead as I left for work.  I did receive a call through
the day from Heather wondering sheepishly if we had made to much noise in
the night.  I told her of my experiences and she curiously pressed me for
details.  Since I was at work I deferred the matter until I was home.

   I returned from work just as Heather was returning from the store and
helped her in with the new groceries bought considerately for all three of
us.  It being Friday we opened another bottle of wine and proceeded to make
dinner.  Shortly after we started Amy returned from her job.  Our
conversation was light, mostly directed towards the volume of wine consumed
last night.  This didn't stop any of us from partaking again tonight.  Amy
was briefly awkward when I asked how she had slept.  "Fine" she said curtly
as we moved on to other topics.

   After dinner we made the unanimous decision to stay in for the night and
Amy and I sat on the sofa while Heather tidied the kitchen.  I knew I was
in for a night of reality and renovation TV shows but chocked it up to the
give and take of having two beautiful roommates.  Heather soon joined us
forcing me to the middle of the two, reclining herself across my lap into
Amy's on the small sofa.  I realized what was going on from stories related
to me about their childhood.  Heather and Amy both loved to have their feet
gently rubbed and stroked and would accommodate each other when spending
time together.  Amy gently took Heather's stockinged feet in her hands
while sliding her bare legs across me offering Heather hers in a mirror of
symmetry.  I could clearly see both pairs of their brief panties under
their work skirts but they seemed not to notice or care.  I can not lie,
this had to be the sexist thing I had ever seen but both girls took it in
stride as a usual occurrence.

   I was physically aroused and was shocked and a little disappointed as
Heather got up to put on her nightgown, leaving Amy's leg to fall
unknowingly on my dick as it tried to stretch though my pants.  I figured
if I didn't move, perhaps she would not notice.  The television had caught
our attention with some activity of interest.  Perhaps someone getting
voted of, or on, or coming home early.  My girlfriend returned at a run to
catch the action on the screen having successfully donned a nightgown but
having yet to remove her stockings in the rush.  She was a sight to behold
and I knew she would have blushed if she understood how good she had looked
accidentally.  She dropped herself over the arm of the sofa, sprawling on
her stomach across my lap and onto the now curled up legs of her best
friend.  With the both of them engrossed in the television I took in the
sight in my lap.  My girlfriends gently rounded buttocks protected from my
view by the silky hem of her brief nighty and the decorative tops of her
stockings tucked underneath.  Between the shiny peach silk and the dark
lace on her pale thigh existed a red distinct handprint where I had
passionately struck her the night before.  This caused an involuntary jump
in my now raging hard-on driving up into Heather's stomach, drawing
attention to my predicament.  She smiled at me knowingly as she realized
what her state of undress must be doing to me.

   Having survived the few shows the station turned to a French movie that
was quiet and uninteresting enough to allow conversation.  Heather boldly
asked Amy if she had heard us last night.  I tensed, embarrassed by the
topic.  Thinking of the things said and unsaid in the heat of passion the
previous night.

   Amy insisted that she had been fast asleep and had heard nothing. 
Heather boldly offered "Well he was spanking me awfully loudly last night".
Shock took over Amy's face that was no doubt mirrored in mine.  My reaction
was reflex but in retrospect was the turning point for the rest of the
night.  I brought my palm down hard on my girlfriends silk draped ass
hoping only to silence her.  Her legs kicked wildly in response but her
head turned naughtily in Amy's lap.  Her right arm slid back along the silk
nighty and gently stroked where my noisy blow had fallen.  Her left are
drew up and her thumb was deposited sexily in her mouth as she often did
when tired or aroused.  She was not tired.

   I looked to Amy to judge her shock by our bold play and although it had
registered on her face he eyes betrayed her hotness to the scene unfolding
before her.  "We know you were masturbating last night while we were
fucking" Her emphasis on the last word like it was a threat.  "Were you
rubbing your clit with a finger in your dirty ass like you always do?" she
asked, revealing a heretofore unspoken secret between the friends.  Amy
grew incensed, but her eyes betrayed her true desire.  "All while he was
fucking me one room away..." Heather's taunting was cut short by Amy's blow
to her best friends upturned backside.  It was hard but no harder than
Heather demanded in the spirit of our sex play.  The first blow launched
the delicate peach nighty onto Heather's back revealing her shockingly bare
buttocks.  This launched Amy into a determined chant of "slut" as she
reddened her ass.  For my part I held my girlfriend still as she received a
glorious spanking from her beautiful friend.  I stared unblinkingly as the
blows playfully rained down and observed moisture seeping from between my
girlfriends parted thighs.

   After submitting entirely to the spanking for close to a minute she
clambered up of my lap and immediately began to attack her tormentor. 
Using Amy's hair for leverage she wrapper her stockinged legs around her
friend and rolled her to the soft carpet in front of me.  They landed with
Amy on her stomach and Heather sitting on her shoulders facing her feet. 
Wasting no time she heaved Amy's skirt over her glorious ass, Pulled the
bows on the sides of her panties and began to spank her friend with quick
noisy slaps.  Her taunts made my blood boil as she called her friend a
dirty slut who could only think of cumming when she heard us fucking the
night before.  Both were laughing somewhat hysterically now and, in a
trance I failed to notice their focus had shifted to me.

   "Look at his fucking hard-on!" Heather pointed to the massive bulge in
my pants.  She helped Amy up and directed her between my thighs alongside
her friend on their knees.  "Want to see it?" She offered her best friend,
a wink to me as she didn't wait for a response.  Her fingers worked nimbly
on the buttons of my jeans as she pulled my member from the denim prison.
She held it in her left fist and grabbed Amy's semi-reluctant hand
directing it to my shaft.  Amy took hold gently at first but the months of
forced abstinence caused her to quickly seize the moment.  She leaned in
and her velvet tongue licked the pre-cum from the tip of my head.  After a
first taste she dove into her work, bobbing her head up and down, her
slippery spit coating my cock.  I took one last look at Heather to confirm
her agreement.  She nodded, fascinated by the scene before falling to the
carpet onto her back where she began the fast dips and circular motions of
masturbation.

   As Amy paid expert attention to my dick and balls, Heather hotly
described the scene in front of her with nasty adjectives.  She told Amy
how slutty her little ass looked all red from her spanking.  She ordered
her to remove her blouse and bra so that she could see her beautiful tits.
Amy did so without missing a nod, moaning in response to the demand.  As I
looked down again I could see my girlfriends outstretched foot slowly
thrusting he nylon covered toes between the globes of her friend's ass. 
Heather moaned to her friend with her eyes locked on the action in my lap.
"Lick down to his ass, just like you taught me to do when we were girls".
Amy moaned and I cried out in ecstasy as her tongue slid down my soft balls
to my sensitive ass.  The thought of Amy explaining to Heather the art of
rimming a guy in the basement of her parent's house had me on edge and as
Heather's moans became the screams of climax, I too, came, shooting cum on
Amy's face as she rose up to receive it.

   Heather quickly recovered and grabbed Amy by the hair leading her to her
feet.  She lewdly licked a drop of cum from her best friend's cheek before
directing her to our bedroom with a mindful slap on her ass.  Heather
pushed her roughly onto the bed before removing Amy's now useless skirt
from its bunched position around her waist.  She climbed on the now
dripping redhead and forced her tongue into her mouth forcefully.  I stood
in the doorway, not wanting to participate just yet.  Drinking in the
beautiful and sexually incensed women, my manhood was quickly reviving.  My
girlfriend traced a path to Amy's dripping pussy with her tongue, stopping
only to describe her state of arousal as she dipped her tongue between the
clean shaven folds of her pussy.  She then, mercifully moved to Amy's
clitoris working fast and hard to bring her to her first orgasm in months.
Amy cried out her encouragement as she came, coating my girlfriends
porcelain cheeks with her wetness.  As Amy came down, Heather continued an
unrelenting tattoo on Amy's sex bringing another shudder of orgasm.  She
turned to me in the doorway asking "You ready again?" I damn sure was.

   Heather told Amy to get on all fours so that she could experience what
Heather had the night before.  She directed me behind her as if directing a
play.  She kissed me deeply and repeated "Thank you" in my ear before
guiding my dick into her best friends waiting pussy.  I began to fuck Amy
at a moderate pace, my fortitude bolstered by the earlier orgasm at her
hands.  Heather stood on her knees next to her friend, now in the ecstasy
of a solid fucking.  She gently kneaded her sizable breasts as they bounced
in counterpoint to my thrusts.  Heather slapped her ass loudly, eliciting a
loud moan as Amy lowered her front and exposed her ass to more of the
gentle abuse.  After reddening her ass Heather slid deftly under her
friend, offering a view of her dripping pussy and stockinged thighs for her
rapturous friend who lowered her tongue dutifully to my girlfriends shaved
mound.  Meanwhile Heather was underneath me licking my balls and Amy's
pussy as I pounded away.  She began speaking again with dirty cadence:

   "You are fucking her so good her pussy is dripping on my face!  Every
thrust causes her tongue to lick my little pussy.  Faster!  Please faster"
Everyone was moaning now and I couldn't hold much longer.  "Jesus, she is
putting her tongue in my asshole!  Oh fuck!" Heather came unabashedly
reaching around to smack her best friend's ass with considerable force in
time to my thrusts.  Amy's pussy spasmed around my cock as she moaned a
final orgasm into the rear of my girlfriend.  I had all I could stand. 
With Amy crying joyously on the bed I inserted my dripping cock into the
eager mouth of my girlfriend who milked it entirely before I too, collapsed
on the bed.