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Message-ID: <30279asstr$989788201@assm.asstr-mirror.org>
From: dorsai@mail.com (Dorsai)
User-Agent: Xnews/4.05.03
NNTP-Posting-Date: Sun, 13 May 2001 14:05:42 CDT
Subject: {ASSM} STORY: The Force - Part 2 - M/f M/ff ff mc inc oral
Date: Sun, 13 May 2001 17:10:02 -0400
Path: assm.asstr-mirror.org!not-for-mail
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Newsgroups: alt.sex.stories.moderated,alt.sex.stories
Followup-To: alt.sex.stories.d

The Force	(mf, mff, mc, inc, oral)

by Dorsai


Copyright (c) 2001 - Dorsai


LEGAL DISBLAMER
	Void where prohibited by law. Your mileage may vary. Not valid 
in all locations. Tax, Title, License, Dealer Preparation not 
included. It wasn't me, it was the other guy; I just look like him. I 
am not a lawyer, I don't even play one on TV. You must be at least 
This Tall
                              
                        --------------
                              /\
                              ||
                              ||
                              ||
                              ||
                              \/
                        --------------

to read the story. NO REFUNDS. Not responsible for items lost or 
stolen. Alternate side parking. Do not feed the animals. Construction 
area. Restricted area - Authorized Persons Only. No warranty expressed 
or implied. All employees must wash hands before returning to work. 
Dealer participation may vary. Double coupons on Wednesday. Allow 6-8 
weeks for delivery.


INFORMATION
	You can get a copy of this story in text and .pdf (Adobe 
Acrobat) formats, and my other stories, at the alt.sex.stories text 
repository at
		www.asstr-mirror.org
under my Author name of Dorsai. If you do, *PLEASE* make a donation to 
them so they can continue to afford to make erotica available on the 
net. The money they receive is used ONLY to maintain the site (pay for 
bandwidth, servers, etc.), NOT to pay us authors. They will accept any 
donation, and you can donate anonymously - see their donations page to 
learn how.

    You can reach me directly at my public email account at:

		dorsai@mail.com

This story is released for public distribution provided the copyright 
notice is retained.

    For those wishing to provide feedback to me, or any other author, 
there are a number of anonymous remailers available from the site:

		http://www.1netcentral.com/anonymous-email.html

    As always, feedback is *greatly* appreciated - particularly from 
female readers who want to help me accurately report a woman's 
perspective and feelings.

Dorsai

-==-==-==-==-==-==-==-==-==-==-==-==-==-==-

Part 2


School started again just a couple of weeks after we got home from 
Uncle Jack and Aunt Paula's farm. When Mom and Dad came to pick us up, 
Uncle Jack told them about my idea for stacking the hay, and how the 
other farmers in the area had responded to it - earning me a look of 
pride from Mom, and another one from Dad that I couldn't figure out.

With the start of school, and the start of my Senior year, I had ample 
opportunity to re-acquaint myself with most of the girls that I'd 
dated the previous school year. Diane still came over to visit Holly, 
and the three of us still had fun - more when our folks weren't home. 
Diane and I were a lot more relaxed around each other - kissing, 
hugging, being in varying states of (un)dress, and so on. It was 
coming up on Halloween when Holly asked me if I could drive her 
someplace after school the next afternoon, a Wednesday. I didn't have 
anything planned, so I said I'd do it, figuring that she just wanted 
to go to the mall, or something.

The next afternoon, she was waiting for me at my car when I got out of 
class. We both got in, and after I got the car started, I asked her 
"Where to?"

She responded by telling me to head for the intersection of a couple 
of streets. Slightly confused, I put the car in gear, and headed out. 
As we got closer, I could sense that she was getting more and more 
nervous - I scanned her and was surprised to find out that where we 
were actually going was a small strip mall a short distance from the 
intersection she'd given me - and more specifically, the family 
planning clinic IN the mall. And the purpose? So she could get fitted 
with an IUD! Holly had found a place that would let her get started on 
birth control!

To try and get some communication going with her, I asked her "So, 
where we going, exactly? Or did you join the police force when no one 
was looking, and you're starting your new job of directing traffic?"

Not even smiling, she responded by telling me "Um, we're not actually 
going to Baldur and Hayes. It's just that the place I'm going to is 
near there."

"And where might that be?"

"There's a mini-mall a couple blocks down the street, on Hayes. That's 
where I'm headed."

"Okay", I answered, willing to give her a little more time to tell me 
what was going on.

A couple minutes later, she finally spoke up, telling me "Uh, Mike?"

"Yeah?"

"I'm actually going to the clinic there."

"Clinic?"

"Yeah. A family planning clinic."

"And you're going there because......"

"Because I want to start using birth control."

"And they're going to do what? Fix you up with a prescription for the 
Pill, or something?"

"Or something. I can't get the Pill because I'm still underage; at 
least, I can't get it without letting Mom or Dad know. But I can get 
started with an IUD without their permission."

"And what brought all this on?"

"You. And Diane."

"How so?"

She looked at me like I'd just wet myself, and said "After the two of 
you were, uh, together at the farm, Diane told me what it was like for 
her, and how good it made her feel. I had already been thinking about 
what sex might be like, but I knew I wasn't really *ready* for it when 
the two of you, you know....."

"So, what, you're feeling left out or something?"

"No, not that - I still have fun with her, and you're as nice to me as 
you've always been. It's just that I've been thinking about it more 
and more, and I want to be sure I'm ready - I mean, protected - when I 
finally DO decide I'm ready to start having sex. You know Mom and Dad 
would have kittens if they thought I was even *thinking* about sex, so 
I couldn't ask them about the Pill. I checked around, and the next 
best thing is an IUD. An IUD I *can* get without their permission."

"And you know the Pill and IUDs and how they work?"

"Sure. The Pill changes my hormones a little to make my body think I'm 
*already* pregnant, so that I can't GET pregnant. I'd take one every 
day of my period. An IUD is a little device that goes inside me, and 
does what the Pill does, only without chemicals by just BEING there."

That sounded pretty close to what I'd heard about them, so I let it 
go, and asked "So why are you doing this at a clinic, instead of the 
doctor's office?"

Again with the look, before she answered me by saying "Because the 
Doctor would probably tell Mom or Dad, even if he DID fix me up with 
one. The clinic I'm going to, they don't tell parents as long as the 
girl is sixteen - which I was a couple weeks ago, when I set up the 
appointment."

She'd definitely thought this through, and seemed to have a pretty 
good idea of what she was doing, and why.

"So you're getting set up with birth control _before_ you need it? As 
in, you haven't yet?"

"Yes, Mike, I'm still a virgin. But not for much longer, I think."

"Sounds like you've got somebody in mind."

"I do."

"Anybody I know?"

"Yeah. But I'm not ready to talk about it yet, okay?"

"Okay, I won't push. Just do me a favor and make sure first, right?"

"Oh, I will - I know I'm not ready to actualy *do* it, yet; just that 
I'm ready to be ready, if that makes sense."

By this time, we'd gotten close to where she wanted to go; with a 
little direction from her, it was only a couple more minutes before I 
pulled into the parking lot and found a space that was reasonably out 
of the way. The clinic did their part by having their 'main' entrance 
at the side of the building, where it was somewhat concealed by 
shrubbery. All very discrete.

As Holly started to get out of the car, I asked her "Do I need to go 
in with you? Or should that be do you WANT me to go in with you?"

She smiled, and said "No, in either case - but thanks for the offer. 
I've got the payment, and you're the ride they told me I'd want when 
they were done, so that's about got it covered. They said I'd be in 
there for half an hour to an hour, so if you want to get a drink or 
something to eat, you've got some time."

"I'll just wait here, then. If I go someplace and come back, that just 
increases the chance someone will notice me, or us."

She smiled again, and nodded, before heading into the clinic. I sat 
outside, reading one of my homework assignments, until I heard 
footsteps approaching. When I looked up, I saw that it was Holly, 
walking a bit unsteadily to the car.

When she got in, she saw that I was looking at her uncertainly. 
Realizing my concern, she just laughed a little, and said "No, I'm 
fine; everything went just the way they said it would. I'm just 
feeling a little sore from the procedure. They said to take it easy 
tonight, that I'd be fine in the morning; and that I shouldn't get too 
active for the next couple of days."

By the time I got us home, Mom had gotten home from the volunteer work 
she did at a local charity; she saw Holly walking funny, and 
immediately wanted to know what was wrong. Holly just told her that 
she'd stumbled on the stairs at school, and had twisted her knee a 
little, and that she'd be fine in the morning, she was sure. Since her 
knee obviously wasn't swollen, it couldn't have been *too* bad, Mom 
was thinking when I scanned her. She wasn't happy about it, but - with 
my help - content to accept Holly's explanation. Supper that night was 
served in the family room, on trays, so that Holly didn't have to get 
up and move around any more than necessary.

Sure enough, the next morning, Holly was moving around, apparently 
fine. Only my scan of her revealed that there was still a little 
soreness that she was covering up so the rest of us wouldn't worry.

The following Saturday, Diane came over as usual. Dad was off to do 
some charity golf thing, and Mom was going with him for moral support: 
Dad wasn't that good of a golfer, even in the best of times, and 
needed her there to keep him steady.

I was taking a nap on my bed at the time, and was surprised when I 
woke up to find a naked Diane straddling my hips. I immediately 
started to get hard, which tented the cutoff sweats I was wearing - 
pressing them against Diane's crotch.

I looked at her and raised an eyebrow in question; she answered by 
telling me "Holly's still a little sore inside, and she doesn't think 
that we should, uh, *do* anything for a couple more days. I'm feeling 
_really_ frisky, so she said I should come on in here and see if you 
could take care of me, instead. So here I am!", with a big grin on her 
face.

I smiled back, and started to move so I could reach up and touch her, 
but she just held me still and said "Huh-uh. You just lay there, and 
let me do the work - you did it all the first time, so now it's up to 
me."

I nodded my acceptance, and she released me before moving down my legs 
a little bit so she could start pulling my sweats down. When she got 
them far enough that my cock popped free, her eyes got wide for a 
moment before she tugged on them again to try and get them lower. I 
lifted my hips to help her, and even as she tugged them down my 
thighs, her eyes were following the sway of my mostly-erect penis. She 
licked her lips in anticipation of what was coming (pardon the pun), 
and when she had my sweats down far enough to not be in her way, she 
turned them loose so she could take hold of my erection. Her eyes on 
mine, she grinned as she lowered her head to wrap her lips around me, 
taking nearly half my length in her mouth before she started dancing 
her tongue around the head, and along it's length. It took only a few 
seconds of that (!!) before I was completely hard.

After a few more moments, she lifted her head - releasing me with a 
faint 'pop' - and looked up at me with a big grin on her face.

I grinned back, and said "I'd like to do you, too!", and her grin got 
even bigger before she started moving herself off my legs.

In short order, I had a clear view of her labia, which were slightly 
separated and obviously wet with her arousal. Even as she lowered her 
head to start sucking on me again, I was raising MY head to slip my 
tongue between the gates to her womanhood - and hearing her soft moan 
of pleasure as I did.

It took me only a second to collect some of her sweet, tangy nectar 
before I eased my tongue between her inner lips on my way to her 
clitoris. When I got there, I gently took it between my lips to hold 
it steady as I rapidly fluttered my tongue across it's surface - and 
drawing a deep groan of arousal from her in response.

As I continued to tease her clit, Diane went to work on my erection: 
holding the base of it steady with her hand, she used her lips to 
nibble at me, taking soft 'bites' across the entire surface of my 
erect penis. That done, she used the very tip of her tongue to wet it 
with her saliva before taking me into her mouth again - and surprising 
me by lowering her head far enough that I felt the head of my erection 
press briefly against the back of her throat before she raised her 
head again. She patently didn't have much in the way of experience 
giving blowjobs, but she more than made up for it in enthusiasm and 
willingness to learn, and experiment. Every time she did something 
that got a positive reaction from me, she'd repeat it a few times, as 
though practising a new lesson.

For my part, I simply took my time trying to bring her as much 
pleasure as I could - helped considerably by my ability to scan her to 
find out what worked fastest and best on her. Between softly sucking 
on her vaginal lips - separately, and together - and simply licking at 
the entrance to her vagina as though it were an ice-cream cone, it 
didn't take long before I had a steady trickle of her essence leaking 
onto my tongue, it's pleasant odor filling my nose.

What she was doing to me felt great, but a scan of her showed that she 
wanted us to make love - and that starting with her on top of me was 
only the beginning. I also found that she again wanted me to climax 
first, so that I would be able to make love to her for as long as 
possible - she had a number of things in mind for us to do.

Willing (!) to let her have her way, I re-applied myself to bringing 
her as much pleasure as she was giving me. In only a couple of 
minutes, I had her panting around my erection, which she was 
rhythmically sucking on, in time with sliding her tongue around it's 
head. For my part, I had fastened my mouth over the opening to her 
vagina, and was softly sucking on it as I used my stiffened tongue to 
penetrate her as far as I could.

She finally shifted over to simply sucking on my saliva-slickened 
penis as she slowly bobbed her head up and down, almost literally 
fucking me with her mouth; from the way my balls tightened in her 
hand, she knew she was having the desired effect. My response was to 
shift my mouth down slightly, so that my lower lip was able to softly 
stroke across her clit as I continued to penetrate her with my tongue 
in time with what my lip was doing. Her reaction was to arch her back, 
giving me a better angle, so that I could penetrate her a little 
deeper.

Somehow or other, we got into synch with each other - matching each 
other's actions stroke for stroke, penetration for penetration: even 
as I felt her lips sliding down my erection, my tongue was slipping 
into her warm, tight vagina. A quick scan of her revealed that she 
found the situation as exciting and erotic as I did; with us feeding 
off each other like that (pun intended!), it didn't take much longer 
before both of us reached our release.

Finally, I couldn't stand it any longer; and launched spurt after 
spurt of my semen into Diane's eagerly sucking mouth, feeling it as 
she greedily swallowed it nearly as fast as I could give it to her. I 
say _nearly_ as fast, because as I felt the last couple of small wads 
leave me, I could feel the sensation of a small trickle of my cum 
making it's way down my softening penis. Diane wasn't one to let it go 
to waste, though - after she'd swallowed what was left in her mouth, 
she released me from her lips so that she could begin cleaning me off 
with her tongue.

As she was doing that, I was able to go back to being the bee tending 
her womanly flower - and even as she was finishing up her cleanup of 
my wilted member, I could hear her breath quicken in time with what I 
was doing to her: lapping up the ample supply of her inner oils, 
pulling on her labia with my lips, and fluttering across her clitoris 
with my tongue. Finally, I heard her deep-throated groan as her 
vaginal entrance began clutching at my buried tongue. As her spasms 
passed through her, I used my lip to press against her clitoris, 
drawing out her release.

When her orgasm finally ended, Diane started to lower herself onto me; 
but I quickly guided her around so that she was laying next to me, so 
I could hold her.

She put an arm across my chest, to match the leg she layed across my 
lower belly; I could feel her firm breasts and hard nipples pressing 
into my side, along with the feel of her soft bush brushing against my 
hip. I slipped my arm around her, and she lay her head on my shoulder.

We lay there like that for several minutes, catching our breath, 
simply content to *be* with each other. 

It was maybe 20 minutes later that I felt Diane's hand start 
exploring, starting with my pectorals, then on to my abdomen. There, 
she drew little designs on my belly, always ending them by tracing her 
fingertip to my navel. When she tired of that, she slid her leg off me 
so she'd have room to play with my pubic hair for a little bit before 
moving on to tracing the outlines of the muscles in my thighs by 
drawing her fingertips up toward my slowly-inflating penis.

Eventually, she had mercy on me, and took me into her hand. She 
alternated between slowly and softly masturbating me, and using her 
fingertips to lightly trace my steadily increasing dimensions. When 
she was finally satisfied with her handiwork, she moved on top of me, 
her knees on each side of me by my hips, her breasts pressing into my 
chest. Raising herself up slightly, she used her nipples to trace 
parallel designs on my chest - I could feel them hardening again as 
she did. After a few seconds of that, she also started hunching her 
pelvis, rubbing the outside of her vagina against my penis, which was 
now almost completely hard. It took only a few such passes before I 
could feel her oils being spread along the underside of my erection, 
making her actions even easier - and more pleasant - for both of us. 
Along with the feeling of her sliding along my penis from balls to 
head, I could easily detect the delightful aroma of her arousal.

She was panting slightly when I felt her raise her hips again, letting 
my erect penis move from between us to point toward the ceiling. When 
it had cleared her mons, she again lowered herself, then scooted back 
so that the top of my hardness was pressing against her labia. She 
again started rubbing herself against it, spreading her ample juices 
along my length, and teasing us both into even greater levels of 
arousal.

When she was satisfied that she'd wetted me down enough for her needs, 
she raised herself up so that she was crouching above my hips. She 
took my hands and put them on her breasts, encouraging me to play with 
them; I gently pinched her nipples between a couple of fingers. She 
put a hand on my chest, raised herself up, and took me into her hand 
before guiding the head of my slickened penis to the opening to her 
vagina.

Her eyes locked on mine, and our gaze never broke as she slowly 
lowered herself onto me, taking my entire length in a single, smooth 
motion. Only when her wonderfully smooth, firm, asscheeks were settled 
on my thighs did she stop - and only then did she close her eyes as a 
look of delighted satisfaction cross her face.

Her eyes stayed closed, and she stayed still above me, for perhaps a 
couple of minutes as I continued to play with her breasts: gently 
squeezing them, caressing them, teasing her already erect nipples. I 
couldn't help but be fascinated by the way her nipples stuck out like 
little volcanoes in the dark circles of her areolas - which were, 
themselves, tight and erect.

Eventually, her eyes opened, and again her gaze locked with mine as 
she began moving herself over me - not vertically, but horizonally, as 
she experimented with finding out how I felt inside her, and how she 
could make that feeling change. Too, I could feel her again learning 
some control over her internal muscles as she would tighten around me 
completely; then the tightness of her shifting in varying degrees and 
directions as she experimented with what she was learning.

As she learned what she wanted to know, Diane was also doing wonders 
to stimulate me, getting me as hard as I'd ever felt - but because she 
wasn't actually moving around me, I wasn't being stimulated _too_ 
much: she was making, and keeping, me hard, but not not so much that I 
was moving toward a climax. All in all, it was a *most* pleasant and 
novel experience - but I have to admit that I was happy when she 
called an end to her lessons, and went back to pleasing herself - and 
me.

She gradually started raising herself above me, letting my erect penis 
slide out of her womanhood, until the ring of her vaginal entrance was 
secured around the glans. She paused there for several seconds before 
lowering herself again, her face radiant as she clearly delighted in 
the feeling of having me fill her again. Only when she was again 
seated on my 'lap' did she say anything to me: "After that first time, 
I was a little sore - you know, inside - the next day. But even the 
*soreness* felt kind of good; it was a reminder to me of how good it 
felt to have you inside me, and that I was a WOMAN. Ever since then, 
I've wanted to find a reason for us to do this again. But I didn't 
want to do anything to hurt Holly, either. I didn't think it would 
look good if I came over here just to see you, so that meant that I 
could only really be here with Holly - and I don't want to make her 
feel like she's being left out of anything by spending time with you 
when I could be with her."

I could only respond by telling her "I understand. Holly's your best 
friend. I was happy to have our time on the farm; I really didn't 
expect anything more."

She smiled at me, then tightened herself around me, before answering 
"I know - that's part of why I didn't worry about it too much: I 
*knew* that you wouldn't be pushy about it, or expect anything more 
from me. But I want you to know that *I* want us to be together more. 
You're patient and gentle, and you're willing to let me move only as 
fast as I'm comfortable with, and that means a LOT to me - and makes 
me want to learn all about this making love stuff with _you_."

My hands had been resting on her thighs, but I reached up to cup her 
breasts again, and started playing with them. Her eyes closed, and she 
leaned forward slightly, pressing her breasts into my hands. She went 
on to hold them there as she again raised, then lowered, herself on my 
erection several times - each a little faster than before.

As she got more and more into impaling herself on me, I let my hands 
slide off her breasts and down onto her thighs, softly stroking them 
as I watched the slight gentle swaying of her breasts as she moved. 
Looking at where we were joined, I could see her erect clitoris 
peeking at me from between her glistening labia. I carefully reached 
between us, and extended my finger so that her clitoris would brush 
across it each time she raised and lowered herself - something that 
stimulated and pleased her tremendously, judging from the gasps and 
moans that she started making.

After a couple more minutes, she cupped her own breasts, using her 
fingers to twist and pull on her nipples as she started all but 
slamming herself down on me. From the blush on her face and shoulders, 
I knew that she was completely aroused; the fluttering of her vagina 
around my penis told me that she wasn't far from orgasm. Another 
minute or so, and I could tell that she was getting close - VERY 
close; but I could also tell that she was starting to get a little 
tired, too. To help her along, I kept my hand against her mons, 
fluttering my fingertip across her clitoris. With that added 
stimulation, it took her only another minute or so before she tighted 
around me as she slammed herself down on me even as the first wave of 
her orgasm washed over her. I continued to stimulate her clitoris in 
time with the contractions I could feel, stretching her release out as 
much as I could.

As her climax tapered off, she was again able to speak to me, saying 
"Oh, GOD, that felt good!", followed a moment later by "You didn't 
shoot, did you? I want to feel you shoot your stuff in me!"

Tired from her efforts, she leaned forward, her hands on each side of 
me, resting on her arms. I gladly took the opportunity to lift my head 
and start licking her breasts, and sucking on her nipples. She moaned 
deep in her throat, and said "I mean it. I want to feel you cum in 
me."

I watched as her left nipple snapped back into place when I released 
it from my lips, and told her "I think you're a little tired. How 
about if I make love to you, now?"

She grinned, and said "Sounds good to me. But I want to do something 
different. I've heard about 'doggie style', and I know that's when 
you're behind me. I want to try it."

"My pleasure!", I assured her, earning myself another grin before she 
replied "I'll bet!"

We stayed together - her on top of me, my penis buried in her - for 
another minute before she finally eased herself off of me, and moved 
to kneel next to me. I quickly got onto my knees as well, and the two 
of us shared a deep, passionate kiss and hug with my glistening penis 
trapped between us. She eventually pulled back from me, then moved to 
her hands and knees, facing away from me slightly. I moved behind her, 
and paused to marvel at the way the globes of her ass flowed so 
smoothly from her hips and waist, and on down to her legs - truly, it 
was in inspirational sight.

She looked over her shoulder at me, questioningly, and I could only 
tell her the truth: "DAMN, but you look good from this angle!" - and 
earning myself a smile before she said "Yeah, fine, thanks. Now, would 
you stick that thing in me before I go crazy?"

I smiled back, and moved forward until the head of my erection was 
caressing her exposed vaginal lips. To my surprise, she reached down 
between her legs, using her fingers to separate her inner lips, 
opening herself up to me. I took myself in hand, and guided the still-
slick head of my penis to her entrance. I pressed forward slightly, 
and felt the head slip past her opening; with me firmly in place, she 
moved her hand back to the bed to steady herself. I let go of my 
hardon, and put both hand on her hips to hold her steady as I pressed 
myself into her in a single stroke, stopping only when I felt the soft 
but dense growth of her pubic hair grazing my balls.

Looking down, I could see past the dark crinkle of her anus, to where 
her vaginal lips bracketed the little bit of my erection that wasn't 
inside her. I watched as they clasped at me, seeming to stretch 
slightly as I eased my penis about halfway out of her. Then, as I 
pushed forward again, I lost sight of them as they disappeared behind 
the dark cloud of her bush.

The feeling of her hot, wet tunnel was incredible - whether she was 
doing it on purpose or not, I could feel her internal muscles 
tightening around me in different ways and different places. I held 
myself in her for a few seconds, savoring the feelings she was 
generating before I slid myself out again, only to bury myself in her 
a few moments later.

In only a minute or so, I had started moving in her in a steady, 
smooth rhythm. The pace and force I was using - and the feeling of her 
wet, tight, and HOT vagina around me - was more than enough to keep me 
hard, but still without stimulating myself too much. As I was 
pistoning in and out of her, I took the opportunity to do a scan, and 
found that I was steadily moving her toward another orgasm - one that 
promised to be even bigger than what she'd just experienced. Happy to 
know that I was pleasing her as much as I was, I simply kept going; 
and was rewarded several minutes later by the feeling of her 
tightening around me again as she gave a deep groan of release. By 
this time, she was wet enough that I was able to keep stroking in her, 
and thanks to another scan of her, doing so in time with the spasms 
she was experiencing.

By the time it was over for her, the fluttering and clenching of her 
vagina around me hardon had been enough to push me a considerable way 
toward my own climax. When I reached down, and around, to hold her 
breasts, a drop of sweat fell onto her back; she looked over her 
shoulder at me again, and asked "You want me to do it, now?"

I managed to gasp out that I'd appreciate that very much, and she 
nodded her acceptance. I regretfully let her move forward enough to 
let my erection slip free with a soft, wet noise. She quickly turned 
around, and guided me to a sitting position, so that I was resting 
against the headboard of my bed. Then she moved over my lap, her back 
to my chest, holding my slick erection steady as she lowered herself 
onto it again. With her facing away from me, it was much easier for me 
to reach around her and hold her breasts in my hands, feeling their 
weight shift as she slowly bounced up and down on my lap. I scanned 
her again, and knew that she was on her way toward another orgasm - 
and that me unloading my semen in her would trigger it.

It took a couple minutes, but she gradually got the hang of 
manipulating her internal muscles while she was moving over me - she 
would deliberately relax herself as she lowered herself, only to 
tighten up and hold on to me when she raised herself up again. Between 
that, and the way she would lightly scratch across my scrotum with her 
fingernails, it wasn't long until I felt the stirring in my balls that 
meant relief was on the way.

When I felt myself getting close, I released one of her breasts so 
that I could reach down and start playing with her clitoris - which 
only served to motivate her to doing more to stimulate ME. In short 
order, my balls tightened up, and I pressed myself into her as far as 
I could while I hosed her insides with what felt like gallons of my 
semen. That, and my finger on her clit, was enough to push HER over 
the edge, as well, and she litereally screamed her release as her hot 
sheath tightened down, then started milking me as the waves of her 
release washed through her.

As her orgasm tapered off, she leaned back against my chest. I put my 
arms around her to hold her as she caught her breath, and she rested 
her head on my shoulder - then put her hands on my arms, holding them.

Both of us were basking in the glow with our eyes closed when we heard 
Holly's voice say "That has GOT to be the most erotic, most 
_beautiful_ thing I ever hope to see!"

I opened my eyes to see Holly standing in the doorway to my room, all 
but staring at where Diane and I were resting - and more specifically, 
where we were still joined. Wearing only a pair of VERY sheer, *very* 
brief panties, she was a vision of loveliness: medium-sized breasts, 
firm, set high on her chest; smooth skin, without blemish; her small, 
dark red bush clearly visible behind the nearly transparent material 
of her panties which were almost molded to her mons - even to the 
point of revealing her cleft.

I felt Diane stir slightly in my arms befor she said "Well, don't just 
stand there - c'mere and give me a kiss!"

Holly dragged her eyes up from where they were focused, and blushed 
slightly when she realized we knew where she'd been looking. After a 
moment's hesitation, she moved forward, stopping when she was standing 
by the side of my bed. She leaned over to kiss Diane, and started 
slightly when Diane reached up to cup one of her breasts. As they 
kissed, I could feel myself responding to the sight, but kept my face 
impassive when their kiss broke, and Holly looked at me. Seeing my 
_apparent_ indifference, she hesitantly reached out to put her hand 
over one of Diane's breasts, and the two of them started kissing again 
- causing me to react even more. I knew Diane could feel it when she 
slowly wiggled her cute butt in my lap in response.

When their kiss finally ended, Diane asked "As nice as that was, what 
brought you in here?"

Holly just laughed, and said "I heard *somebody* screaming. At first, 
I thought something had happened, and went to see what it was. When I 
got to the door, and saw you two, I knew what it was." - the last with 
a big grin on her face.

Holly's eyes dropped to where I was still inside Diane - mostly soft, 
but still inside. Diane saw where she was looking, and asked "Holly, 
do you want to look closer? I mean, *really* look?"

Holly blushed furiously, but quietly nodded, and Diane told her "Go 
ahead, then. *I* don't mind, and if Mike did, I'm sure he would have 
said or done something by now."

Still a little red from her embarrassment, Holly carefully climbed 
onto my bed, and moved to where she could get a clearer view between 
Diane's legs. After looking for a couple of minutes, and even moving 
her head around for different views, I saw her hand move. Diane must 
have seen it, too, and told her "If you want to touch, it's okay with 
me. Just don't do anything to make Mike pull out of me - I still have 
his stuff in me."

Holly's eyes got wide at that news, but she didn't say anything; 
opting, instead, to reach out and touch us.

Holly must have contacted Diane's clitoris first, because I felt Diane 
twitch *ever* so slightly in my arms as her breath caught in her 
throat.

I could feel slight changes in pressure as Holly carefully prodded 
Diane's pubis; I finally told her "Holly, it's okay to touch me, too, 
if you want. Just be careful, like Diane said." Again, Holly blushed, 
but nodded her head in understanding; a few moments later, I felt the 
lightest possible touch of her fingers on the base of my penis.

Several minutes went by with Diane and I sitting there as Holly 
quietly did a tactile exam of our union. A couple of times, Holly 
asked Diane a question, nodding slightly at the answer. Only when she 
was satisfied did she sit up again, blushing slightly when she saw us 
looking at her.

I scanned Holly, and found that she was most definitely excited - not 
just by the sight of Diane and I together, but by the fact that it was 
*me* she had been looking at, and touching.

Holly looked at Diane and asked "You really like having him in you 
like that?"

"Sure. Even though he's not hard or anything, I can still feel him 
there, and it feels good."

"And you like having his, uh, stuff in you?"

"Now, not so much, but a little, yeah. I like it most when I feel him 
squirting it inside me. I know when he's doing it because it feels so 
hot, and makes me feel even wetter inside."

"What... What did you do?" Holly asked, moving to sit cross-legged - 
unconciously giving Diane and I a clear view of her parted labia. I 
wasn't real certain, but I *thought* I could see a slight difference 
in the color of her panties - as though they were damp.

Diane answered Holly's question by saying "Well, when I came in here, 
he was asleep, so I just took off my clothes and climbed onto the bed 
with him. When I got on top of him, he woke up and saw me. He started 
to get hard, and I could feel it inside his pants, kind of pushing 
against me, you know, *there*. He wanted to move, to touch me, but I 
had him wait while I pulled his pants down until I could use my mouth 
on him. After I did that a little bit, he wanted to do the same thing 
to me, and it felt *wonderful* - it made me *so* excited!"

Holly's eyes were wide at the idea that Diane and I had used our 
mouths on each other, but she nodded for Diane to continue.

"We kept doing that to each other until he shot his stuff in my 
mouth" - "He *did*?!" Holly asked, amazed - and getting a nod in 
response before Diane went on "and when he was done, he used his mouth 
on me again until *I* had an orgasm. When it was over, I wanted to lay 
down, but Mike pulled me around so I could lay next to him. After a 
little bit, I was ready again, and I started playing with him. When he 
started to get hard again, I got on top of him again and started 
rubbing myself against it. It felt _so_ good, and made him even 
harder. Finally, I got on top of him, and put him inside me. I played 
around a little bit, finding out what I could do, inside. I could feel 
him getting even HARDER when I was doing that! He started playing with 
my tits then, and that started getting ME hot. When I couldn't stand 
it any more, I started moving on him, and it felt *SO* good to feel 
him sliding in and out of me!"

Holly got an envious look on her face as Diane continued "I was 
getting close to an orgasm again, but I was getting tired, too - and 
Mike just started playing with my clit, until I had my orgasm. When it 
was over - it took longer cause HE kept playing with my clit! - he 
knew I wanted to make love some more, and he had me get on my hands 
and knees, and did me from behind; you know, 'doggie style'. It felt 
great, and I had _another_ orgasm, and he STILL didn't shoot his stuff 
in me, except for that first time when I used my mouth on him. After 
my orgasm, I saw that he was hot and sweaty, so I had him lay back 
like he is now, and I got on top of him again. He started playing with 
my tits again while I was moving on top of him. He was real patient 
with me while I learned how to do my insides at the same time I was 
making love with him - I think it turned him on a LOT!", with a 
giggle.

Seeing Holly's rapt attention, Diane finished up by telling her 
"Anyway, I was starting to get close again - he wasn't the ONLY one 
that was feeling good - when he started playing with my clit AGAIN. By 
that time, I was *SO* hot that when I felt him start to shoot in me, 
it just made me get off again *so* hard - I guess that's when you 
heard me", she giggled again, before asking "But what took you so long 
to get here?"

Holly blushed slightly, and said "It was only the one scream, and it 
took me a little while to get up the nerve to go find out what it was 
about."

Diane told her "That's okay - at least you looked first, instead of 
calling 911 or something!" - making us all laugh a little at the image 
we'd have presented - before adding "Anyway, I really should get up 
now, and get a towel or something to keep from making a mess on Mike's 
bed."

Holly quickly jumped up - her breasts jiggling in a _most_ fetching 
way - and said "Wait, let me get one. You two just stay there, okay?"

Diane nodded her agreement, and I said "Thanks, Holly" - making her 
smile. She headed out the door, and was back in a few seconds with a 
large towel from the bathroom. She handed it to Diane, but didn't let 
go of it right away. Diane looked up at her, and asked "You want to 
watch, don't you?"

Holly looked at the floor, and finally mumbled "Well, uh, yeah, if you 
don't mind...."

Diane told her "Sure, it's okay. In fact, if you want to, YOU can do 
it."

Holly quickly got onto the bed again, but when she started to reach 
for us, I spoke up, saying "If I could offer a small suggestion?"

Holly immediately stopped, and looked up at me, while Diane turned her 
head to do the same. With both of them paying attention to me, I said 
"How about if I lift up a little bit first, so Holly can slide the end 
of the towel under me. Then we won't have to worry about anything 
escaping, and can take our time cleaning up."

Holly looked slightly confused, but Diane immediately understood, and 
said "That's a good idea. How do you do it?"

"I just lift us both up far enough for Holly to slide the towel under 
my butt. Then you can do whatever you want", I replied.

Diane turned to Holly and said "He's right. When he, uh, pulls loose, 
it's probably going to get kind of messy. If we didn't move fast, some 
of his stuff would probably get on his bed. This way, the towel will 
be there to catch it, and we won't have to hurry so much, or be quite 
as careful."

Holly nodded her agreement, if not understanding. Diane directed her 
into position, and when she was ready, I lifted my hips, raising Diane 
up with me. Holly quickly slid the towel under me, and sat back again 
when I planted myself on it. That done, I spread my legs a little so 
Holly could move between them, and get closer to where she needed to 
be. Holly took the free end of the towel, and under Diane's direction, 
reached out to gently pull me free of Diane. All of us were more than 
a little amused that Diane and I had become 'glued' together, but 
Holly carefully and gently pulled me loose - and releasing the mini-
flood of my semen and Diane's juices. When that happened, her eyes got 
positively huge, but she quickly recovered, and started wiping us off 
- first Diane, then me. She got a mildly surprised/pleased look on her 
face when I started growing again after she took me in her hand - the 
idea of my own sister cleaning off my dripping penis after I just got 
through making love to her best friend did have a certain impact on my 
libido. She looked up at me briefly, but when I smiled in approval of 
what she was doing, she quickly went back to cleaning me off.

That done, Diane suggested that she wanted to share a shower with me. 
I quickly scanned Holly, and found that she felt a little left out 
that she hadn't been included - particularly since SHE was the one 
that had cleaned both of us up. As Diane stood up, and I moved to 
follow her, I took Holly by the hand and said "C'mon, Pumpkin - you 
might as well get in on this, too!". She didn't hesitate to scramble 
to the edge of the bed, then stand up; following us only after she'd 
grabbed the towel she'd cleaned us up with. She stuffed it into the 
laundry hamper in the bathroom as Diane got the shower going. When the 
water was hot enough, she stepped in, pulling me in after her. Holly 
was delayed only as long as it took her to slip out of her panties and 
climb in with us.

After a little negotiation, we decided that the most fun would be for 
two of us to wash the third - one on each side of that person so that 
both of the washers could have front AND back fun with the washee. 
Diane was the first subject, and almost had another orgasm before 
Holly and I were done with her. Next was Holly - Diane and I were a 
little easier on her because of her recent medical adventure, but we 
still left her feeling pretty good. I have to admit that it was more 
than a little fun having my sister's naked, slippery body under my 
hands.

That left me for last - and it didn't take the two of them long to get 
me hard as a rock and ready to hump anything that would hold still 
long enough. Diane had mercy on me, and took the opportunity to 
demonstrate fellatio to Holly - explaining what she was doing, and 
why, along the way. She even let Holly help by having Holly masturbate 
me while Diane applied a gentle, rhythmic suction to the head of my 
penis. That I was able to play with Holly's breasts and ass while 
Diane was busy helped make my climax faster and stronger.

When she'd drained me, Diane stood up next to Holly, and the two of 
them shared a kiss - and, from what I could see, the taste of my 
semen.

With all of us cleaned up, we got out of the shower and dried each 
other off, taking the oppotunity to do a little more groping and 
fondling in the process. When we were done, the two of them headed off 
toward Holly's room while I went back to mine to resume my now much-
needed nap.

-----

Over the next couple of months, the two of them got more and more 
relaxed about showing their affection for each other when I was 
around. It wasn't uncommon for them to blatantly make out with each 
other - up to and including taking each other's clothes off - in my 
presence. Every time it happened, THEIR little show proved to be more 
interesting than whatever else I was doing at the time. It didn't take 
me long to learn to do my homework in my room, with the door closed, 
lest I fall victim to their distractions.

Holly also demonstrated her acceptance of Diane's interest in me by 
making sure that Diane and I had more than a few opportunities to 
enjoy each other's bodies. In fact, the last couple of times before 
New Year's, Holly even joined in a bit. In between visits by Diane, 
Holly also showed a willingness for the two of us to have more 
intimate physical contact. Several times, she would join me in the 
shower when our folks weren't home, and the two of us would share some 
slippery fun. After a little initial hesitation on BOTH our parts, we 
were soon comfortable taking the opportunity to get each other off: as 
Holly would masturbate me in the shower, I would do the same for her, 
with both of us climaxing strongly as a result.

Even when our folks were home, we'd find ways to show our affection 
for each other: if I had to get past Holly to get someplace, she'd 
stick her butt out so that my penis would brush against it as I went 
by; or if she was going by me, she'd reach out and pat my ass or give 
my penis a quick grope. For my part, I couldn't let the opportunity to 
play with her ass go by, or pass up a chance to give her breasts a 
squeeze, or nipples a little tweak. Even when we were going someplace 
with Mom and Dad, we'd find ways to tease each other in the back seat 
of the car.

As it got close to New Years, Mom and Dad announced that they would be 
going out of town for a couple of days to celebrate. Holly and I knew 
how hard Dad worked, and didn't have any problems with him and Mom 
having some time to themselves - both of us knew that Mom had her 
hands full with taking care of all of us. We also found out that 
Diane's folks were wanting to go to a New Year's Eve party, as well; 
so it seemed pretty reasonable to everyone that Diane should stay with 
Holly and me.

Diane came over a couple of hours before Mom and Dad were supposed to 
leave on their trip. I stayed downstairs watching TV while she and 
Holly immediately set themselves up in Holly's room with the door 
closed; the two of them only came out when Mom and Dad announced that 
they were ready to leave. With hugs and kisses for all of us, and an 
admonition from Dad to behave ourselves, they loaded up the car with 
our help, and headed out. After they were out of sight, Diane and 
Holly went back to Holly's room, with me moving to the kitchen to dig 
up a snack before watching some more TV.

It was a couple of hours later that the two of them wandered into the 
living room - wearing (if such a term could apply) only their panties. 
I was stretched out on the couch, so the two of them spread a light 
blanket on the floor next to where I was laying, then used the couch 
as a backrest as they sat on the floor.

The three of us stayed there for a while, watching TV, until Holly 
leaned over to kiss Diane. Diane, of course, had to return it; in 
short order the two of them were making out with each other - and 
going at it hot and heavy. I tried to ignore it as best I could (there 
was a game on), but finally gave up on the idea when I saw the two of 
them removing each other's panties. When they didn't even *look* at me 
as they moved into a '69', I just turned the TV off in favor of the 
live show in front of me.

 From the angle they were laying at, I had a fairly clear view of 
Holly's pubis as she lay on top of Diane. Of course, that also made 
the delightful globes of her smooth, firm ass open to my exam, as 
well; along with the dark pink rosette of her anus.

Already hard from watching them earlier, it wasn't possible for me to 
tent my sweats any more as I watched Diane's delicate pink tongue 
slide up between my sister's extended, glistening labia. I could also 
see Holly shivver as Diane's tongue began it's dance on her sex.

Over the next several minutes, I watched the two of them teasing and 
pleasing each other with their hands and mouths - accompanied by a 
near-constant moist slurping sound punctuated with gasps and moans of 
pleasure and arousal. The pace steadily increased until, finally, I 
watched as Diane's hips snapped up off the floor as she climaxed from 
Holly's attentions. When it was over, Diane redoubled her efforts on 
Holly, and was rewarded a couple minutes later by Holly crying out her 
own release. When Holly was mostly recovered from her orgasm, she let 
herself slide off Diane. When she did, Diane moved around to lay next 
to her so the two of them could cuddle.

After a few minutes, both of them opened their eyes - and when they 
saw me looking at them, blushed; Diane slightly, Holly a LOT more. 
When I didn't say - or do - anything, though, they went back to 
holding each other for a little while. It was when Diane started 
eyeing the bulge in my sweats that I suspected she had something else 
on her mind - something that a quick scan of her confirmed. So I 
wasn't surprised when Diane untangled herself from Holly, and sat up 
before reaching out to take hold of my penis through my sweats before 
saying "That was really nice - but I want some of THIS, too."

At that, Holly sat up too, so she could have a better view of what 
Diane was up to. And what Diane was up to was playing with my dick and 
balls through my sweats.

With Diane's skilled ministrations, it wasn't long before I was 
pressing myself forward in an effort to increase the pleasure she was 
bringing me. When that happened, she looked into my eyes and said 
"Yeah, I think you're ready!" with a grin. Taking her hand off my 
throbbing erection, she gestured that she wanted me to get up. I swung 
my legs around to put my feet on the floor, then stood up. When I was 
vertical (well, mostly - some of me was still horizontal), she reached 
over to gently tug Holly closer to where we were, telling her "C'mon, 
Holly. You might as well learn with Mike as anyone else..."

Holly and I both found out what she meant when Diane pulled my sweats 
down to reveal my erection before taking it into her mouth to slide 
her lips up and down it's length a couple of times. When she let it 
slide free of her lips, she gently tugged Holly into position and told 
her "Go ahead. He likes it, and I'll stop you before he shoots."

Doubtfully, hesitantly, Holly finally leaned forward enough to let the 
tip of her tongue run across the head before looking at Diane. Diane 
just smiled, and said "See? It doesn't taste bad, or anything. Go 
ahead and put it in your mouth!" A little more sure of herself, Holly 
did as Diane instructed: leaning forward again, she opened her mouth 
slightly, and took the head of my penis in her mouth, just holding it 
there. I, of course, was careful not to disturb them - the thought of 
my own sister with her lips wrapped around my dick was something that 
I"d been dreaming about, and working toward, for a long time, and I 
wasn't about to do or say anything to mess it up. Particularly now 
that it was actually happening.

With encouragement and guidance from Diane, Holly began learning how 
to give blowjobs - keeping her mouth open enough that her teeth 
didnt' hurt, letting her saliva lubricate me, applying suction, using 
her tongue to find and stimulate the different areas that get - or 
keep - a guy hard, and make him excited. Holly even got brave enough 
to cup my balls, rolling them in her hand as she tested their size and 
weight.

While she was doing that, Diane was careful to keep an eye on me, so 
that when I started enjoying what Holly was doing TOO much, she was 
able to call an end to it, saying "That's enough, for now. When he 
shoots, I want it to be in *me*!"

To my surprise, I saw a look of reluctance cross Holly's face before 
she released my erection - glistening with her saliva - from her lips. 
When I was again waving in the air in time with my heartbeats, Diane 
moved in again to start pulling my sweats the rest of the way down my 
legs. Holly realized what she was doing, and promptly started helping; 
in only a few seconds, I was naked as the day I was born.

At that point, Diane took my hand, and guided me down onto the 
blanket, on my back. Satisfied with my position, she moved over me, 
placing her knees on each side of my hips, then leaned forward so that 
her breasts were dangling in my face. She looked up at Holly and said 
"If you want to, you can get BOTH of us ready, and then hold him 
steady when I want him inside me." Holly got a surprised/pleased look 
on her face, and quickly moved down to kneel between my legs. I 
started playing with Diane's breasts, and sucking on her nipples. I 
felt Holly's breasts brushing against my legs when she leaned forward 
to begin licking and sucking on Diane's labia and clitoris. Every so 
often, though, she'd change targets, and take me into her mouth to 
make sure I stayed hard and slick - ready for Diane.

When Diane finally raised herself up a bit, I could see that being the 
focus of my, and Holly's, attentions had had it's effect on her: from 
the tops of her ears to the upper slopes of her breasts, Diane fairly 
*glowed* with an aroused blush. I felt Holly take me firmly - but 
gently - in her hand, holding me steady as Diane eased herself back. I 
felt Holly move me slightly, keeping me aimed at the center of Diane's 
sex - Diane was able to all but 'walk' herself onto my slippery 
manhood. Only when nearly half of me was inside Diane did I feel Holly 
let go of me. She stayed where she was, though, watching as Diane 
raised her body a little more before squatting down to take the rest 
of me inside. I heard Holly's aroused gasp as she watched my hardness 
slowly disappearing into Diane's hot, wet sheath. Holly moaned softly 
when Diane raised herself up, letting me slide out of her until only 
the head of my penis was inside, before lowering herself onto it 
again.

Holly continued to watch as Diane started moving herself over me, 
sliding her tight, wet vagina up and down my erection. Diane turned 
her head to say something to Holly, and a moment later, Holly moved to 
kneel next to my side so the two of them could kiss as they played 
with each other's breasts. I scanned Holly, and found that she was 
getting *extremely* turned on by watching Diane and I make love, and 
that she wanted some attention to HER sex, as well. She didn't flinch 
when I reached out to put my hand on her hip; nor did she resist when 
I guided her backwards. Only when she felt me trying to guide her over 
my head did she take any real notice - and even then, it was only to 
make sure that she didn't knee me in the head as she positioned 
herself over my face. I scanned her again, and found that all she 
cared about was getting some relief; that she knew it was ME, and what 
I was going to do to her, only made it more exciting for her.

I looked up into Holly's crotch, and saw the dark red hair framing her 
extended inner lips, and the nubbin of her clitoris peeking out at me. 
Lifting my head slightly, I was able to take her clit between my lips 
and begin caressing it with my tongue - and earning myself a trickle 
of her light, sweet, musky oils onto my lip, where I quickly licked 
them off.

When her labia extended and parted even more, I took it as an 
invitation to move my attentions there - and did, accompanied by a 
deep groan of arousal from Holly. Sliding my tongue between her inner 
lips, I collected a full sample of her delightful nectar, finding it 
deliciously delicate. It didn't take me long to form a rod with my 
tongue, and press it into her, drawing a pleased gasp from Holly in 
response. Over the next minute or so, I slowly tongue-fucked her, 
sliding it into her as far as I could before wiggling it around to the 
accompaniment of her impassioned gasps.

When I scanned Diane, I found that the combination of having me inside 
her, and watching me eat my own sister, was getting her hotter than 
she'd ever been before. Holly was next, and I learned that hers was a 
mirror image of what Diane was going through: watching Diane slide 
herself up and down my erection while *I* had my mouth on her sex was 
steadily pushing her toward an incredible orgasm. For my part, having 
Diane's tight, wet womanhood sliding up and down on me was doing as 
much for me as having Holly's virginal slit on my lips. I knew that 
_none_ of us was *ever* going to regret this time, or forget it.

That settled, I turned my attention to getting Holly off: licking and 
sucking on her vaginal lips, fluttering the tip of my tongue across 
her clitoris, placing my mouth over the opening to her vagina and 
softly sucking her ample fluids into my mouth, and penetrating her as 
deeply as I could with my tongue. As I worked - a labor of love, I 
assure you - I could feel Holly getting more and more excited, and 
closer and closer to her release. Finally, as I was drawing firm but 
gentle circles around her clitoris, I felt her start to spasm over me. 
When I felt that, I took her clit between my lips and started 
'milking' it in time with her spasms. Even from where _I_ was, I could 
tell it was working: the mini-flood of her juices flowing onto my face 
and tongue was my first clue.

The sight and sounds of Holly's orgasm seemed to be all Diane needed, 
and I felt her tighten around me as she, too, was overtaken by climax. 
Even as her vaginal muscles began clasping at me, she continued to 
slide herself up and down my erection; the combination of sensations 
she produced was more than enough to push me over the edge, too, and I 
fired the first of several shots of my hot seed deep inside her.

Holly was the first to finish her orgasm, and all but collapsed to the 
floor from it's intensity and duration. Diane and I both finished 
about the same time, and she managed to lay down on top of me with the 
last of her energy. We shared a kiss before I put my arms around her, 
and the two of us lay there for a couple of minutes before dozing off.

I woke up to the sensation of a pair of hot, wet lips wrapped around 
my rapidly-inflating penis. A quick check verified that Diane was 
still on top of me; her breasts pressing into my chest proved it 
wasn't her. That left just one choice - and a quick scan of Holly 
confirmed she was the one. It also revealed that she was just getting 
me 'primed' for what she _really_ wanted: to give her virginity to me.

As I was laying there, enjoying what Holly was doing to me, I felt her 
release me from her mouth - and a few moments later, heard Diane gasp 
before moving over me. I scanned both of them quickly and learned that 
Holly was applying her considerable oral skills to 'cleaning up' 
Diane, with the goal of gently urging Diane off of me.

Holly spent the next few minutes going back and forth between Diane 
and I - keeping me hard and ready while gradually bringing Diane 
closer and closer to another orgasm.

Finally, Holly succeeded in her goal, continuing her ministrations as 
spasm after spasm passed through Diane. As Diane got her breath and 
senses back, she slowly slid off me to lay on the floor. With the way 
clear, Holly quickly went back to getting me as aroused and ready as 
she could - and herself as well, as my scan of her revealed.

When she felt she was ready, Holly pulled her lips clear of my saliva-
slickened erection, and told me "Mike, I've been thinking about it for 
a long time - even before we started taking showers together. I KNOW 
I'm ready to start having sex, but I want my first time to be good. I 
know if I let some guy from school do it, it'll hurt, and he'll tell 
all of his buddies about it. I trust you to do me right; *obviously* 
you aren't going to talk to anybody about it."

I was finally at the point that I'd been aiming at ever since I 
realized all I could do with The Force: I was being offered the chance 
to separate my own sixteen-year-old sister from her virginity - and at 
HER request.

I looked Holly in the eyes as I gave her a deep, thorough scan.

What I found was that she really *was* ready, emotionally and 
intellectually, to start having sex - she'd been physically ready 
since shortly after she started sprouting parts. The only thing 
holding her back this long had been the uncertainty in her own mind, 
and a slight fear of that her first time would be too painful. After 
talking it over with Diane several times, and testing _me_ to see how 
I treated her, she'd come to the conclusion that she was ready to take 
this final step - but ONLY with ME. I discovered that the only real 
fear she had was that she'd do something wrong, or that she'd 'chicken 
out'; she trusted me completely, having no doubt that I would be as 
patient and gentle with her as necessary.

My eyes still locked on hers, I told Holly "If you're that sure, then 
I'll do the best I can. How do you want it to happen?"

I could see the relief in her face before she told me "That time I saw 
you and Diane on you bed, you know, I thought that it looked like a 
really easy and comfortable for her. I think that's how I'd like to do 
it my first time, so I can be a little more in control. I'm *really* 
nervous about this, and I want to be able to slow things down if I 
have to. I really do want to do this, I just want to make sure it 
doesn't happen too fast, you know?"

I nodded my understanding, and replied "That's fine, Holly. We only go 
as fast as YOU want, and only *do* what YOU want."

She smiled at me, and said "I knew you'd say something like that. 
Diane told me that you were willing to stop even after you were in her 
a little way, before you actually broke her cherry."

"We weren't quite at that point, but yeah, I would have, if she'd 
wanted." I replied.

She grinned at me, and moved up to straddle my hips before telling me 
"I believe it - that you would have stopped, I mean. But what I want 
now is for you to kiss me - like you mean it."

With that, she lowered her body until her breasts were pressing into 
my chest, putting her face close to mine. I smiled back at her, and 
lifted my head to touch my lips to hers. After only a few seconds, I 
felt her lips part, and her tongue lightly touch my lips. I opened my 
mouth in response, and met the next advance of her tongue with my own; 
the two of them danced for several seconds before we started checking 
each others tonsils. I knew that she could taste herself on my lips, 
just as I could taste MYself and Diane on hers. Somehow, that only 
made it more exciting for both of us, and I could feel her nipples 
hardening against my chest.

When our lips finally parted, I heard her gasp before she said "Yeah, 
you sure as hell meant *that*!" before raising herself above me again. 
She put her hands on my chest, feeling the muscles underneath. I 
responded in kind, but felt only the firm smoothness of her breasts 
under my fingers, and the pebbles of her nipples in my palms. For the 
next couple of minutes, each of us played with the other's chest - 
Holly delighting in the feel of my chest muscles as I enjoyed the 
rounded masses of her breasts under my hands. As the time passed, 
Holly slowly lowered herself, until we could kiss again. This kiss was 
less impassioned than the previous; rather, it was far more loving and 
sensual than any kiss we'd shared before.

As it progressed, I could feel Holly easing herself backward until she 
was finally able to feel my erect penis touching the rounded globes of 
her ass. At that point, she started a slow, gentle rocking on me that 
kept her firm asscheeks brushing against the head of my erection while 
her hard nipples tried to dig holes into my chest. My response was to 
let my hands wander across her body, savoring the smoothness of her 
skin as I traced over anything I could reach: her sides, shoulders, 
hips, the sides of her breasts, her back, and particularly the warm 
curves of her buns - which I could feel clenching and unclenching 
under my hands. After a little of this, I thought I could feel a 
slight dampness in the area where I could feel her soft bush against 
my lower belly.

With the end of this kiss, Holly again raised up - but this time, only 
slightly, so that her nipples remained in contact with my skin. As she 
did, her belly moved against mine, and I became certain that the 
dampness I thought I'd felt was really there - and from where it was, 
I could only conclude that it was where some of her feminine oils had 
escaped her to collect on my skin. We shared another short, soft kiss 
before she started easing her way backwards again, slowly, until she 
felt my manhood come in contact with her mons. She adjusted her hips 
slightly, and I felt the head of my penis slide along her cleft until 
it came to rest between her labia, pressing ever so slightly against 
her opening. At that point, she stopped briefly, the carefully worked 
herself around until she felt my penis was lined up properly. Then, 
with a Mona Lisa smile on her face, she again started working her way 
backwards, a fraction of an inch at a time, as she tried to slide 
herself onto my erection in a series of short rocking motions.

Each time she moved back, I could feel myself moving into her *ever* 
so slightly farther. It took several minutes, but there finally came 
the time when I slipped past the ring at the entrance to her vagina; 
and she paused with the realization that I was finally *in* her - for 
real.

I looked into her face, but didn't see any discomfort or anything 
other than the pleasure of having accomplished the first step toward 
her final goal. She saw me looking at her, and asked "What? Is 
something wrong?"

I just smiled, and said "Apparently not. I just wanted to make sure 
YOU were okay."

She grinned, and said "I'm feeling just _fine_, thank you very much! 
But if you've got any suggestions, I'd be happy to hear them..."

"Just take it slow. Don't hurt yourself. Move yourself around a little 
bit, so your wetness gets spread around; it'll make it easier for you. 
Other than that, there isn't much I can say."

She nodded her understanding, and shared a kiss with me before raising 
herself up again, this time far enough that I could get my hands 
between us and start playing with her breasts again: softly squeezing 
them, running my thumbs over her nipples, and softly tracing my 
fingertips all over them, marvelling at their texture.

As I was doing that, Holly started pressing herself back against me in 
short thrusts. Each time she did, she'd get another fraction of an 
inch of my hardness inside her. Several times, she would take my 
advice to heart, and allow herself to move forward, letting my 
erection slide out of her a little ways, ensuring that it stayed well-
coated with her intimate oils.

Finally, though, we came to the obstruction of her hymen. She paused a 
few moments, then resumed her rocking motion, bumping her maidenhead 
against my penis each time she moved back. To our mutual surprise and 
pleasure, it took only a few such impacts before we felt it give way, 
allowing me to slip inside her even farther. Holly didn't even slow 
down; with the obstruction of her hymen gone, without any apparent 
pain or discomfort, she was free to take me inside herself as quickly 
as she was comfortable with. I was pleasantly surprised to find out 
just HOW comfortable that could be: it took no more than another 
couple of minutes before I felt the tight ring of her entrance wrapped 
around the base of my erection.

When she got to that point, Holly raised herself so that she was 
sitting upright. From that position, she was able to lower herself the 
rest of the way onto me, merging our pubic hair. Both of us looked 
down to where we were joined; the view I had showed her inner lips 
wrapped around where my erection was buried in her, with her clitoris 
clearly visible at the top of her cleft.

Much as Diane had, Holly tried experimenting with her internal 
muscles, getting some idea of what she could do with them and how to 
control them. Along with that, she also moved her pelvis around a bit, 
experimenting with how she could change the way I felt inside her. The 
net effect of all this was that it was stimulating enough to keep me 
hard (!!), but not enough to make me want to climax. If anything, the 
time she spent at all of this helped me push it back even farther.

Satsified with what she'd learned, Holly finally raised herself up, 
allowing perhaps a quarter of my hardness to slide out of her tight 
sheath before lowering herself onto it again. When she did, I saw a 
smile of absolute radiance on her face before she did it again, this 
time letting half of me escape her hot, tight grasp. Then she did it 
again, lifting herself until only the head of my glistening erection 
was inside her before letting herself slide back down onto it *ever* 
so slowly, obviously savoring the sensation of having me fill her so 
comepletely.

When she was again settled on me, Holly finally looked down to see 
that I was watching her. I could see the love and affection and 
gratitude on her face as she told me "Thank you, Mike. It didn't hurt 
at all - it feels *wonderful*! Now that I've done it, I think maybe it 
might not have hurt so much with another guy, but I'm still glad I did 
it with YOU the first time. I was really afraid that I'd do something 
wrong, or that I'd be too afraid to really _do_ it. But having you for 
my first made it a lot easier because I knew if I did it wrong, you'd 
just help me get it right without saying anything; and that even if I 
really DID want to stop, you wouln't try to push me, and that you 
wouldn't say anything about it."

That said, she leaned over to kiss me; and again, it was a deep 
sharing of our love for each other. When our lips parted, Holly kept 
her eyes locked on mine as she put her hands on my chest before 
starting to make love to me. She started with slow, short movements 
that barely moved me inside her, but as the next couple of minutes 
went by, the speed and extent of her motions steadily increased until 
she was almost literally bouncing up and down on me, sliding almost my 
entire length in and out of her tight, wet vagina. After a little 
longer, I could tell from the way her vagina was clasping at me that 
she was getting close to orgasm - but I could also see that she was 
starting to get tired, so I reached down between us and started 
playing with her clitoris with one hand as I used the other to caress 
and tease her breasts. The effect on her was almost electrifying; in 
less than a minute, she was all but slamming herself down onto me as 
she rapidly approached her first coital orgasm. A few moments more, 
and it hit her, hard: with one last motion, she buried me inside 
herself, pressing her pelvis against me as I felt her tighten around 
my erection when the first of several spasms passed through her. Each 
wave of her release caused her to emit a deep, gasping groan of 
pleasure as her internal muscles clamped down on me.

When it was over, she managed to let herself lay forward, resting on 
me, as she got her breath and senses back. I was still hard, and still 
inside her, enjoying the involuntary twitching of her vagina as her 
breathing gradually slowed. After it had been back to normal for a 
little bit, she suddenly lifted her head to look at me as she 
exclaimed "You're still hard! You didn't shoot?"

I shook my head in response, and she got a big smile on her face as 
she told me "Good! That felt *so* good, I want to do it again - but my 
legs are too tired. Would you do it this time?"

"I think I can manage that", I teased, making her smile even broader.

We lay there a bit longer before I asked her to move her legs so that 
they were inside of mine. She did as I asked, and I took her in my 
arms to hold her steady as I rolled us over, putting Holly on her back 
with me over her. She understood what to do next, and it didn't take 
long for us to get rearranged so that I was laying between her legs, 
my penis still inside her. Supporting myself on my elbows, I slowly 
eased my hips back, sliding my erection out of her until the head of 
it was _just baredly_ inside her before pressing it back into her as 
slowly as I could. As I did, I felt her hips lift as she welcomed my 
advance.

A few more slow strokes like that, and I was again well-lubricated by 
her secretions. With that accomplished, I moved to support my weight 
on my arms, leaving her free to raise her knees, then spread her legs, 
opening herself to me completely. Both of us looked down to where we 
were joined; because she had tilted her pelvis up, we both had a clear 
view of my glistening erection as I made several long, slow strokes in 
and out of her. I scanned her as I did, and found that she was as 
fascinated as I was by the way her inner lips seemed to try and hold 
on to me as I withdrew from her, only to disappear when I pressed back 
in again. She was also highly aroused by the sight of my penis moving 
in and out of her: knowing that it was ME inside her, that it was HER 
juices that made it glisten, that SHE was able to make me so long and 
hard, that she was so hot and wet inside that I could move in her as 
easily as I did - all of it excited her tremendously.

I lifted my eyes to watch her face as I continued to move inside her; 
her focus was still on watching my erection slowly pistoning in her. A 
quick scan of her told me that being able to _watch_ my erection 
moving in her even as she was _feeling_ it move was getting her hotter 
and hotter, steadily increasing her arousal.

The increase in her arousal was having an additional benefit for both 
of us: it was making her wetter, too. In only a couple of minutes the 
sounds of our union took on a distinctly liquid tone as the pace of my 
thrusting steadily increased. After that, it didn't take long before 
my pubic hair was pretty well soaked by the overflow of her oils, with 
my scrotum being wetted as well, each time I thrust into her.

Eventually, the *feelings* of what I was doing to her became more 
important to Holly that the _sight_, and she lay her head back to look 
up into my face. Our eyes locked, briefly, before hers closed as she 
gave herself up to the sensations I was causing between her firm, 
silken thighs.

For the next few minutes, I simply maintained a steady thrusting into 
her hot, tight vagina, trying to bring her along to another orgasm 
while delaying my own release. A couple of quick scans of her let me 
know that I was having the desired effect, so I took the next step of 
lowering my head to begin licking her breasts, then softly sucking and 
chewing on her nipples, increasing her arousal even more. After a bit, 
she moved her hands from where they were caressing my arms, and put 
them on my waist, pulling on me in encouragement. Another scan of her 
showed that she was getting very close to her release, and wanted me 
to start moving faster in her - which I did.

By scanning Holly almost continuously, I was able to find THE 
combination of speed and force that she wanted, and give them to her. 
And because my focus was on scanning her, it helped me delay my own 
climax - as wonderful as she felt inside, I wanted to spend as much 
time inside her as I could. I didn't doubt that there would be more 
times that I'd be able to make love to her, but I wanted this first 
time to last as long as possible, for BOTH of us.

In a matter of only a couple of minutes, I had Holly on the very brink 
of her orgasm - and deliberately slowed down my actions to keep her 
there for a few extra seconds, knowing that it would make her release 
even stronger. When she started to moan in frustration, I knew the 
time was right, and gave here several rapid, hard thrusts, pushing her 
over the edge into a deep, hard orgasm. Even as her eyes flew open, 
staring at a point about a thousand miles behind me, I felt her 
tighten down on me before her internal muscles began a rhythmic 
spasming that would have drawn every drop of my seed out of me had I 
been anywhere near ready to climax. Even then, it was only through 
sheer force of will that kept me from unloading in her - my 
determination to get her off one more time before emptying my balls in 
her was all that saved me.

It naturally took her longer to recover from this orgasm than it did 
the one before; and it was longer still before she again realized that 
I was still hard and still inside her. A look of combined awe and 
delight was on her face when she asked me "Still? Aren't you *tired* 
yet?"

I grinned at her, and said "Yes, still, as you can tell. Yeah, I'm 
getting a little tired, but not too bad. If you don't mind, though, 
I'd like to do something else, now."

"Mind? Not hardly! What do you want? Or what should I do?"

"If you could get up on your hands and knees, I'd like to do you from 
behind."

"Doggie, huh? Sure, I'd love to!", she replied.

Her expression changed to one of mild disappointment when I pulled 
free of her - but just as quickly changed to eager anticipation when 
she started to roll over before getting onto her hands and knees, her 
wonderfully curved ass pointed right at my swaying erection. She 
looked over her shoulder at me, her eyes locked on my glistening 
manhood as I knee-walked up behind her. She was still looking at me as 
I positioned the head of my penis at her entrance, and I saw her eyes 
widen as I hunched my hips forward, burying myself in her in a single, 
smooth stroke.

I put my hands on her hips, and in just a few seconds I was pistoning 
in and out of her in a nice, steady rhythm. Holly tilted her head back 
and released a deep moan of pleasure and arousal in response before 
reaching back under herself to place her parted fingers on each side 
of my erection where her labia were wrapped around it. A few seconds 
after that, I released her hips to reach under her and take her 
breasts in my hands, feeling how their weight shifted in time with the 
way her body swayed in response to my thrusts. For the next couple of 
minutes, I played with her firm young breasts, softly squeezing them 
and pulling on and gently pinching her nipples as she moved her hand 
down from her labia to begin stroking her clitoris in time with my 
strokes.

A couple minutes later, I felt it as she brought herself to a small 
orgasm; I did my part to making it good for her by pulling on her 
nipples in time with the contractions I felt around my penis. Having 
met my self-imposed goal of bringing her to orgasm at least 3 times, I 
felt free to find my own release. With Holly's verbal encouragement, I 
steadily increased the pace and force that I used to enter her. I knew 
it was what she wanted by the gasps and pleased grunts she made each 
time I buried myself in her; it wasn't long before I had to release 
her breasts so that I could hold her hips steady as I thrust myself 
into her powerfully.

Even after all the time I'd spent in her, she was still incredibly 
tight inside; that, coupled with how wet and hot she was, and the 
moans of pleasure she released, it wasn't long before I finally felt 
my balls start to tighten up. Another minute or so, and I felt the 
familiar tingling in the head of my penis that told me that the end 
was near. With nothing to hold me back any longer, I simply turned 
myself over to the need to empty myself into the intimate place my 
sister had offered me - a dozen strokes more, and I pressed myself as 
deeply inside her as I could as the first jet of my hot semen washed 
over her cervix. Even as I felt the second load of my cum leave my 
balls, I felt Holly tighted around me even more as she gasped out "Oh, 
GOD! I can feel it! You're shooting inside me, and it's so *hot*!"

Her vagina started spasming around me in a milking sensation, making 
my climax even stronger, and drawing out even more of my hot jism - 
which only made HER orgasm that much stronger.

Finally, when I thought that the next thing to shoot out the end of my 
penis would be my balls, Holly's orgasm started to taper off - and as 
it did, so did the sensations she was creating around my penis. With 
the end of our respective climaxes, Holly and I guided each other down 
to lay on the floor; I kept my penis inside her, and rested myself on 
my elbows and knees, covering her with my body without putting too 
much of my weight on her.

Only when we heard a gasping sound did we remember that Diane was 
there; we turned our heads to look at her and found that she was 
laying next to us: eyes closed and legs spread wide, she had three 
fingers of one hand buried in her vagina as she used the other to play 
with her clitoris. Even as we watched, she had was must have been an 
incredibly powerful orgasm as her hips lifted off the floor and a soft 
scream escaped her lips. Our view was such that we could SEE the 
entrance to her vagina pulsing in time with the spasms that we knew 
must be passing through her.

I felt Holly's sheath fluttering around my mostly-erect penis as we 
watched wave after wave of Diane's orgasm wash over her. Between the 
sight of Diane in the middle of an orgasm, and Holly's vaginal 
movements, I couldn't help but start to get hard again; Holly must 
have felt it, because she started pressing herself back against me in 
response.

As Diane's climax slowly tapered off, her breathing gradually returned 
to normal; when she finally opened her eyes, she saw Holly and I still 
together, watching her. She blushed furiously, and said defensively "I 
got *so* hot watching you two, and you were so IN to each other that 
you didn't even notice I was HERE, and it was _so_ cool watching you 
make each other feel so good that I just couldn't HELP myself!"

Holly and I both grinned at her, and Holly said "It's okay, Diane." I 
followed that by telling her "Actually, it was pretty hot watching you 
get yourself off!"

Diane blushed again - not so hard this time - and asked Holly "I take 
it that you feel better, now?"

At that, it was Holly's turn to blush before she answered "Oh, yeah, I 
feel *lots* better!" with a giggle.

"He's still inside you, isn't he?"

"Yup! Feels great, too! Now I understand why YOU like having him 
inside even when you're done. But I'm still starting to feel a little 
chilly, even with Mike for a blanket."

Diane grinned, and said "Then I guess it's MY turn to get you a towel 
and clean the two of you up, isn't it?"

Holly grinned back, and said "I'd sure appreciate it; and I think Mike 
would, too, even if he isn't saying anything."

I spoke up, telling them "Cleaning up sounds pretty good to me, too. 
That includes a shower, if anyone wants to join me, followed by a nice 
snuggle."

Diane sniffed, and said "I think we could ALL use a shower; and a 
snuggle sounds just wonderful. I'll be right back." before getting up 
and heading for the linen closet. She was back in a few seconds, and 
came right over to where Holly and I were resting on the floor. Holly 
and I quickly got coordinated about lifting up, and Diane slid a beach 
towel under us. That accomplished, I eased myself out of Holly - with 
Diane helping get us unglued. When I finally pulled free of her, it 
released a small flood of my semen mixed in with Holly's juices - and 
the whole thing very faintly tinged in pink from Holly's blood. When 
she saw it, Diane quickly looked at Holly and asked "Did it hurt?"

Holly, as surprised as Diane, answered "No, not at all. I mean, I felt 
a kind of tug inside when it broke, but it didn't actually HURT or 
anything. I didn't even know I bled!" Diane looked dubious, but when I 
scanned Holly, I found that she was telling the truth. I made eye 
contact with Diane, and gave a quick, small shake of my head to let 
her know to drop the subject, which she did. If Holly hadn't known 
about it at the time, I didn't see any point to making a big deal of 
it afterwards.

When Diane had wiped me off, and soaked up what she could of Holly's 
overflow, she folded the towel over a couple of times, and had Holly 
sit up on it, telling her "That'll help it drain out of you a little 
faster, so nothing leaks onto the floor when you get up." Holly nodded 
her understanding, and since I was sitting behind her, leaned back to 
rest against my chest as I put my arms around her. Diane got up again 
to grab a light blanket to cover us up, then moved to sit next to me, 
snuggling into my side as she rested one hand on the inside of Holly's 
thigh. The three of us sat there for several minutes, content to have 
the physical contact with each other.

Only when I felt Holly shiver slightly in front of me did I suggest 
that we get our shower. Both of them quickly agreed, and the three of 
us trooped upstairs to get cleaned up. By the time it was done, and we 
got back to the living room, it was getting pretty late. None of 
really wanted to leave the other two, so we finally decided to just 
make up a bed on the floor, and sleep there. While Holly and Diane got 
the 'bed' ready, I headed upstairs and grabbed our pillows off our 
beds; by the time I got back, the two of them were stretched out on 
the floor, the space between them clearly meant for me. I laid down on 
my back, and the two of them snuggled into my sides as I put an arm 
around each. Content with life, and thoroughly de-stressed, it didn't 
take us long to fall asleep...

Part 3 Soon....

-- 
Pursuant to the Berne Convention, this work is copyright with all rights
reserved by its author unless explicitly indicated.
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