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.

