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 Chapter 11 When at length they both settled down, Joan pushed up against
them, finding Sam's mouth and kissing him passionately.  He felt her tits
against his side.  Joan had shed the rest of her clothes while he and
Marcie fucked.

   "My turn now," she said between kisses.  "God, I almost came just
listening to you two."

   Sam laughed, and pulled out of Marcie.  Joan immediately took him in her
mouth, cleaning him with her tongue and bringing him back to full hardness.

   "Mmm," she said as she finished.  "You taste sweet, Marcie." She lay
back on the couch next to her exhausted friend and spread her legs.  "Come
on, Sam, do me," she pleaded.

   He pushed into her with no further urging, and quickly brought her to
the orgasm she craved.  He didn't come himself, this time; he had other
plans.  Pulling out his still-erect cock, he sat on the sofa between Marcie
and Joan.

   "So, Marcie," Sam said, smiling at her.  "Still happy with your
decision?"

   She smiled too, but looked a little confused.  "Decision?"

   "To be my fuck toy," he said.

   Her smile broadened and she sat up.  "Hell, yes!  I have never felt that
way before.  It wasn't a decision.  Your fuck toy is what I am, like it or
not."

   Sam indicated his crotch.  "Then, get busy, fuck toy."

   Marcie quickly knelt in front of him and took his cock in her mouth. 
She'd obviously given head before; she used her tongue well.  It only took
a couple of minutes before he came into her mouth.  She swallowed eagerly.

   "Wow," she said when she was done.  She looked over at Joan and smiled.
"You taste sweet, too, Joan."

   The three of them settled back onto the couch, Joan and Marcie leaning
against him while he toyed with their breasts.  By turning his head he
could kiss first one, then the other.  After a while of this Marcie asked,

   "So, how long have the two of you been...?"

   "Just a couple days," Joan said.  "He's fabulous, isn't he?"

   "God, yes!  No wonder you weren't so keen on my coming over," Marcie
laughed.

   Joan laughed too.  "Yeah.  Though it's been a lot more fun than I
thought."

   "Yeah, for me too," Sam said, which prompted another round of kissing
and cuddling.

   Finally Marcie sighed happily and rested her head on his chest.  "That
was really, really great," she said.  Then, in a mischievous tone she
added, "But I know you really do like Joan's tits better."

   Joan laughed, and Sam asked "What is this, a race?" He thought about it
for a minute, the two girls reclining against him, before saying, "On the
other hand...maybe you're projecting."

   "Projecting?" Marcie echoed.

   "Yeah.  Maybe it's really you who likes Joan's tits so much."

   Marcie instantly blushed deeply, but Sam could tell he'd hit the nail on
the head, and so could Joan.

   "You never said anything," Joan said to Marcie.

   "Well, no.  I mean, how could I?  You'd think I was gay, or something."

   "Are you?" Sam asked.

   "Evidently not," Marcie said.  "I like boys a lot.  Especially you. 
But, you know, sometimes I think about...doing something else.  Just
fantasies," she added hastily.

   "So, how about it, Joan?" Sam asked her.

   "How about what?"

   "Don't be dense!  Would it bother you if Marcie played with your tits?"

   Joan considered it.  "I guess not.  I mean, we've been friends forever.
And here we are, bare-assed naked together, and I'm not embarrassed.  Are
you, Marcie?"

   "A little," Marcie admitted, "but it's really hot, too."

   Sam got up and sat on the coffee table.  "Don't let me get between you!"

   The two girls faced each other.  Marcie's desire was easy to read on her
face, but she still hesitated, uncertain about Joan's reaction.  After half
a minute or so, Joan gave an exasperated sigh.

   "Here!" She grabbed Marcie's hands and plastered them onto her own tits.
Marcie froze in startlement.  "Go on!" Joan said.  "What do you want, an
engraved invitation?"

   Tentatively, almost fearfully, Marcie began to gently knead Joan's
breasts.  Joan closed her eyes and sighed a bit, more contentedly.

   "That's nice," she said, eyes still closed.  "It might almost be you,
Sam."

   Emboldened by this reception, Marcie began working the tits more
forcefully.  She tugged and tweaked the nipples, stroked around the
aureoles, took the full breasts back into her hands and fondled them. 
After a little while, Joan raised her hands to Marcie's own small breasts.

   "Tit for tat," she giggled.  "Or for tit."

   "Oh, Joan," Marcie groaned, "that feels so good."

   "Feels great to me, too.  Mmmm.  Had a lot of practice?"

   "Just on myself," Marcie said.

   "Me, too." The two girls continued to caress each other.  Marcie leaned
forward and brushed Joan's right nipple with the tip of her tongue.  Joan
shivered, but turned to give her better access.  Marcie began sucking
gently, her face enraptured as if living a dream come true.  Her hands
roamed over Joan's taut body.  Her fingers stroked over the other girl's
slit, and Joan moaned in pleasure.

   "Go on," Joan panted.  "Do it.  I want you to."

   Marcie withdrew from Joan's firm breast.  Tenderly, she kissed her way
down Joan's body, touching the soft skin with her lips and tongue, until
she reached Joan's pussy.  Joan spread her legs to give Marcie room; Marcie
extended her tongue and licked, bringing another moan from her friend.

   "Oh, God, Marcie," Joan said, her hands now desperately rubbing her own
breasts as she dissolved in the pleasure Marcie was giving her.  "Oh, God."

   Sam watched avidly as the two girls, no longer just friends, made out
with increasing passion.  Marcie lapped at Joan's pussy as though it were
the most delicious thing she had ever tasted.  It was clear that Joan was
enjoying every minute of it, her moans becoming louder and more animated as
she stroked the other girl's hair.  Sam heard the front door open and close
behind him.  His mother was home.  He got up and eased past the
now-oblivious girls to leave the living room.

   Caroline was hanging up her coat and putting her briefcase away.  She
looked up as Sam came in, smiling at finding him nude.

   "Hi, honey," she said, pulling him to her and giving him a very
un-motherly kiss.  His arms went around her, and she massaged the hard
muscles of his back, sliding her hands down to cup his buttocks.  "So, I
take it from your current outfit that you and Joan decided not to wait for
me?"

   "Sort of," Sam said.  A loud moan came from the living room -- Joan, Sam
thought, though it might have been Marcie.

   "What was that?" Caroline asked curiously.

   "Joan," Sam said, "and Marcie."

   "Joan and Marcie?" Caroline repeated in astonishment.

   "Yeah," Sam said, smiling slightly.  He released his mother and gestured
towards the living room.  "They're...you know."

   "I had no idea they were like that," Caroline said.

   "I don't think they were, until today," Sam said.  "Does it bother you?"

   "No," Caroline said.  In fact, somewhat to her own surprise, it didn't
bother her.  Though she had never really imagined doing anything with
another woman before, the thought was strangely arousing.  If you're going
to change a life of sexual deprivation for one of hedonism, she reflected,
you might as well go all the way.

   As if reading her mind, Sam took her hand and tugged her gently towards
the stairs.

   "Let's go up to your room," he suggested, "and leave them alone for a
while."

   Caroline went with him willingly.  In her bedroom she and Sam kissed for
a while, letting their hands roam freely over each other's bodies.  Sam
began to undress her, removing first her suit jacket, then the blouse, the
skirt, the bra, the pantyhose and panties.  As each bit of flesh was
exposed he kissed and caressed it, stimulating her with his fingers, lips
and tongue until all the nerves in her skin seemed on fire with pleasure.
By the time she was completely undressed, she was panting with desire.  She
drew Sam down with her onto the bed, thighs open for him, moaning as his
hardness entered her, made her feel complete in a way she had been longing
for.  Sam seemed to move effortlessly in and out of her; he supported his
weight on his arms, giving her only the light, warm pressure of his skin
against hers, his lips on her face, her throat, her nipples...  awareness
of her surroundings was fading as the pleasure consumed her.

   When the orgasm came it filled her like a flood, seemed to go on and on.
She was vaguely aware of her own voice crying out, of Sam murmuring loving
words in her ear, of his hard cock coming and coming inside her, but it was
all subsumed in the feeling of ecstasy.  As it ended, she lay dazed and
content under her son's firm body.  She felt warm and loved in a way she
hadn't for years.  I would do anything for this, Caroline thought dreamily.
Anything.

   Sam shifted off of her, and they lay together for a little while, bathed
in the afterglow.  Caroline's thoughts returned to the girls downstairs.

   "Did you...fuck her, too?" Caroline asked.  "Marcie, I mean?"

   "Uh huh," Sam said.  "Is that all right with you?"

   "Sure," Caroline said.  "As long as you keep fucking me!"

   Sam laughed, and kissed her.  "Always."

   He sat up, and Caroline was impressed to see that he was already
completely erect again.

   "Do you want to do me again?" she asked, starting to spread her legs.

   "I thought we might try something different," Sam said.

   "Of course...whatever you want," Caroline agreed.  She felt a bit
excited.  So far, everything Sam had done with her he'd tried with Joan
first.  She hoped this would be something new.

   "You have such nice breasts," Sam said.  "I thought we might try some
tit-fucking.  Would you like to try that?"

   "Absolutely," Caroline said.  "That will be a first for me, too."

   Sam straddled Caroline's body and leaned forward, his hard cock resting
between her tits.  She pushed her breasts together around him, wriggling a
little to see how it felt.  Sam pumped a bit, experimentally.

   "Try stroking your nipples in time with my thrusts," he suggested,
starting to pump steadily.

   Caroline complied.  "It feels good," she said, sighing.  The tip of his
cock emerged from between her breasts at the end of each stroke.  By
lifting her head, she could lick it as it appeared.

   "That feels great, Mom," Sam said.  He closed his eyes, savoring the
sensations.  There were a lot of other things he was eager to try as well,
but first things first.  Caroline seemed to quickly be getting into the
tit-fucking.  He wondered if she would be able to come from the contact
with her breasts.  The two of them had found a rhythm for their mutual
pleasure.  Sam let it progress, letting his orgasm approach at its own
pace. Caroline's juices and saliva had provided some lubrication, but if
they did this often, he thought, they might need to find something better.
For now, though, the friction of skin on skin was delightful.

   Sam came abruptly, spurting onto his mother's face and tits.  She
groaned with a small orgasm herself, squeezing and twisting her nipples. 
Licking her lips, Caroline smiled at the taste of his cum.

   "Well, that's a new one," came a voice from the doorway.  Joan and
Marcie were standing there, both still nude, watching with interest.

   Sam got up.  "Glad you liked it," he said.  "Marcie, if you would..."

   Marcie immediately came in and dropped to her knees in front of him,
quickly cleaning him off with her lips and tongue.  Sam stroked her hair
and smiled down at her.  "You might help my Mom clean up as well..." he
pointed out when she was finished.

   With a grin, Marcie got up and sat on the bed next to Caroline.  "Yep,
she definitely needs help," she commented.  Leaning forward, Marcie
extended her tongue and began licking Sam's cum off of Caroline's breasts.

   Caroline was startled, but didn't push her away.  Joan walked over to
the other side of the bed and sat down as well.

   "Here, Marcie, let me help you with that," Joan said, and began working
on Caroline's other breast.

   "Greedy pig," Marcie commented between licks.

   "You just wanted it all for yourself," Joan said.

   Caroline closed her eyes and moaned as her daughter and her daughter's
best friend began suckling her tits.  After a minute or two of that,
Marcie's patient tongue began cleaning the cum from her neck and face as
well.  As the girl moved to her mouth, Caroline's lips parted; the two of
them kissed deeply, the savor of Sam's cum lingering on their tongues.

   Joan had stopped working on Caroline's tit.  Caroline felt Joan's weight
shift on the bed, then warm breath against her pussy.  As Joan's tongue
moved over her, she gasped against Marcie's lips.  The feeling was
incredibly intense.  Caroline knew she was about to come for the third time
in less than an hour.  Her arms tightened around Marcie as she pulled the
younger girl's body against her, kissing her fiercely.  Marcie gave no
resistance, kissing back, her hands moving again to Caroline's now-tender
breasts and nipples.

   Sam watched with a smile as his mother thrashed in yet another orgasm.
The two girls seemed nearly as excited as she; they both rubbed their
pussies furiously, pushing themselves over the edge with cries of pleasure.
They were all panting and soaked with sweat, but smiling.

   After resting a few minutes, Marcie glanced at the clock and groaned.

   "I've got to go," she said, sitting up.  "I'm going to be late for
dinner as it is." She glanced at herself in the mirror.  "I'm a mess."

   "You look fine," Sam said.  "I'll walk you down."

   Downstairs, Marcie quickly dressed and picked up her books.  She paused
by the door to give Sam a swift kiss.

   "Remember," she said.  "I'm your fuck toy...whenever you want me."

   "I'll remember," Sam said.  "Drive safely." With that she was gone.