Birthday Tease 
    by Dr. James
Received on 7/2003


The doorbell rang.

"Can you get that, honey?" my wife asked as she busily prepared
appetizers.

Our good friend Kim was coming over for her birthday dinner. 
Recently divorced and gorgeous, she'd been our close friend for
years.  My wife was well aware of the sexual attraction between
Kim and me, but since it was just a harmless flirtation, she did
nothing to discourage it.  In fact, she seemed to enjoy it.

I opened the door and invited Kim inside.  "Happy birthday," I
said as we met with a warm hug.  As she continued to squeeze me,
I realized she wasn't in any hurry to let me go.  We held each
other tight and I rubbed her back.  

"That feels good," she purred.  I could feel her warm breath on
my neck and her breasts pressing firmly into my chest, and I
could feel myself starting to get aroused.  Still holding me, she
looked up into my eyes and smiled, "It's so good to see you." 
Then she kissed me softly on the mouth.  She grinned at my look
of surprise and said, "I've been wanting to do that for a long
time.  I figured… what the hell, it's my birthday."

Our lips met again and it was electric.  I felt myself getting
Hard, and I'm sure she felt it too.  "Wow," I said stupidly.  I
felt lightheaded and was sure that all the blood had left my
brain and was lodged in my pants. 

My fingers finally noticed that her back was nice and smooth. 
"Going braless tonight?" I winked.

She grinned and whispered conspiratorially, "That's not all I
forgot to wear!"

I raised my eyebrows and slid my hands down to her ass, ready for
her to push them away like she'd done before.  But this time she
let me stroke her fine ass through the thin material of her
skirt.  Sure enough, there was no hint of anything but skin under
her flimsy sundress.  And believe me, I checked pretty carefully.
 
Then I cupped her firm buns in my palms and said, "Mmmm, my
favorite.  Sexy girl, short skirt, no panties.  Of course you
know I'm going to spend the whole night trying to peek up your
skirt."

"Oh, I'm counting on that," she grinned wickedly at me and pulled
out of my embrace.  "You see these buttons down the front of my
dress?  How many are there?  8?  How about if I do this," and she
unbuttoned the top two at the bottom two.  "Now there's only 4. 
How do you like that?"

"I love it," I confessed.

She stepped back and kicked off her sandals, held up her arms 
and said, "There.  Now I'm wearing exactly one piece of clothing,
held together by nothing more than 4 little buttons.  Gets your
imagination going, doesn't it?"

"That's not all it gets going, you little tease.  Now come in and
say hi to Megan, and let me get you a drink." 

In the kitchen the girls exchanged hugs and kisses and told each
other how great they looked.  I noticed that they really did look
fantastic.  "You know," I said, "you both look so gorgeous that I
almost feel bad keeping you all to myself tonight."

My wife came over and said "Oo, aren't you sweet" as she wrapped
her arms around my neck and kissed me.  I slid my hands down to
her shapely ass and stroked it as we kissed.  I noticed Kim
watching my hands with a grin on her face.  Then my wife breathed
into in my ear, "Keep up the sweet talk and you might just get
lucky tonight," and with a wink and a grin, she spun on her heal
and went back to setting out the appetizers.

I was liking the way the evening was starting out.  With a dopey
grin on my face, I buzzed the blender-full of margs and poured us
each one.

"Yikes, that's strong!"  Kim made a face as she took a sip.  "It's
good, but it's strong!"

"We're trying to get you drunk," Megan teased.

"And when I'm tipsy, are you going to take advantage of me?" 
Kim teased right back.

Megan laughed and said, "You're not the one who needs to worry
about being taken advantage of!"

Carrying drinks and appetizers, we all settled comfortably into
chairs on the deck outside.  The heavy foliage of the trees
provided cool shade and gave us some privacy.  Friendly
conversation filled the air as three good friends enjoyed each
other's company.  One by one we finished our first margaritas and
I dutifully refilled them.  They really were pretty strong, and I
was starting to feel a warm buzz after just one.  

I looked at my wife and smiled a contented smile.  She leaned 
over and kissed my cheek.  "Oh, I need to pee," she said as if 
it surprised her, and she got up and walked quickly into the house.  
When she opened the door, our cat came trotting out and started 
wrapping itself around Kim's legs.

Kim leaned over to pet the cat, and I watched her top fall open to
reveal a large portion of her breasts.  I had a great view
looking straight down her dress.   I couldn't see her nipples,
but I could see that should wasn't wearing a bra.  Her tan lines
looked very sexy, and I told her so.  She called me a naughty boy,
but did nothing to cover herself.  She continued to stroke the
cat and my eyes continued to drink up the sexy view down her top.

Then she looked me in the eye and put her fingers on the third
button from the top of her dress.  This button was below her
Breasts.  I watched her unfasten it.  Then she slipped out of
her chair and got on her hands and knees to nuzzle the cat.  The
top of her dress fell completely open before me.  Both firm
breasts were completely exposed, and I could see that her pale
pink nipples were hard.  I swallowed hard and she giggled at the
look on my face.

"You're killing me," I said in a choked voice.

"Who me?," she said in a sultry voice, "Don't you like seeing me
this way?"  But she already knew the answer to that question.

"You know I love it, but look what you're doing to me," I said
indicating my lap.

"Mmmm, that looks good enough to eat," she purred as she eyed the
large bulge in my shorts.

"So do you," I replied honestly as I stared at her nakedbreasts.

She just smiled and continued to pet the cat.  I couldn't believe
my luck and I just watched quietly, unable to tear my eyes away
from her sexy display.  Moments later, I felt my wife's hands
rest gently on my shoulders as she stepped up behind me.  Kim
looked up at her and smiled and gave no indication that she knew
she was flashing me, or that I was staring, or that I had a huge
erection.  She stayed right where she was and kept petting the
cat... and I kept enjoying the view.  

I could hear the cat purring as she scratched under its chin. 

Kim was muttering suggestively to the cat something about
stroking the nice little pussy.  I couldn't be sure, but I
thought I heard her say something about wishing someone would pet
her kitty and make it purr.  

Megan nuzzled my ear and said, "And just what are you looking at, 
hmmm?"  I smiled at the lust in her voice, and she teased, "You 
know, if I didn't know better, I'd say she knows exactly what 
she's doing.  She's got that dress unbuttoned so far that if 
she stood up right now, I bet it would just fall right off of her.  

You'd hate that, wouldn't you?"  She kissed my neck and nibbled 
it erotically.  Then she reached into my lap and started rubbing 
my bulge and breathed in my ear, "Mmmm, and it's deliciously 
obvious that this is turning you on."

I tore my gaze away from Kim's breasts and looked at her eyes
instead.  She met my look and winked at me, then went back to
watching my wife's hand rubbing my cock through my pants.  I
reached around for Megan and she squealed as I pulled her down
onto my lap.

Kim stood up and announced that it was her turn to go pee, and
she made her way towards the house.  She discreetly held her
dress together so it wouldn't fall off as she walked, at least
until she was past Megan.  As soon as Megan could no longer see
her, Kim's eyes met mine and she shrugged the straps off her
shoulders and let her dress fall to the ground.  

She stepped out of it and turned to face me.  That was the first 
time I'd ever seen her completely naked.  She was perfect.  Firm 
breasts, hard pink nipples, and her pussy was shaved bare.  She 
stood before me with her legs slightly apart, and I could 
clearly see her puffy labia, swollen with desire.  

She lingered as long as she dared, showing off her sexy naked 
body for me, and letting me devour her with my eyes.  Then she 
blew me a kiss and bent over to pick up her dress.  Still nude, 
she turned and strutted into the house, dragging her dress 
behind her.

Megan was sitting sideways on my lap and I was stroking her long,
bare legs.  "She's got you hard as a rock, doesn't she?" Megan
asked, grinning as she wiggled her sexy ass against my stiff cock.

"Have you seen the way she's tormenting me?" I said in my own
defense.

"Oh, yeah, you poor thing.  I can tell you want her to stop," she
teased.

"I just can't believe how wild she is tonight.  Do you want me to
ask her to stop?" I asked in a serious voice.

In reply, she kissed me passionately, which did nothing to ease
the pressure in my pants.  "No fucking way," she breathed, "Don't
you dare stop her.  You can't imagine how sexy this is to me,
watching her tease you out of your mind."  

She kissed me again, then said, "You know what I want you to do?  
I want you to play along with her.  Encourage her, and let's just 
see how far she'll go."

Our mouths met again, and I reached into her top and started
caressing her tits.  Finally I said, "I don't want her getting
all the attention though.  Why don't you ditch these shorts and
put on a sexy little skirt instead."  

She kissed me passionately, then without taking her lips away
from mine, she grinned and said, "Oh, twist my arm.  But can I
keep my panties on?  I'm wearing that itty-bitty pink thong you
like so much.  And it's really wet."

"Show me," I breathed.

With a snap and a zip, she pulled her shorts open and exposed 
her sexy little panties.

"Damn you look fine in those," I said as my fingertips dipped
into her shorts and stroked her through her panties.  I could
tell how aroused she was by the intense wet heat emanating from
between her legs.

"If you let me keep the panties on, I'll let you push them aside
with your tongue later," she said enticingly.

"Oo, you know I love that," I moaned.

"Yes I do," my wife purred, "almost as much as I love it," and we
kissed again.

"Maybe I should undress you right here and spread you out on the
table.  I want to taste your sexy little pussy right now. 
Wouldn't you love to feel my tongue on you right now?"  Her clit
was very hard as I rubbed it through her soaked panties.  

"But Kim will be coming back any second.  What if she caught us?"
my wife breathed.

"Let her watch.  I bet she'd be into it," I winked.

Megan moaned, "Mmm, yes.  That would be so sexy," and pulled me
in for another hot kiss as I forced my fingers farther into her
shorts.  My fingertip traced down the fabric of her panties and
into the warm embrace of her puffy pussy lips.  Her labia were so
swollen with desire that they completely surrounded the
microscopic crotch of her panties.  

I pushed her soaked panties to the side and dipped a fingertip 
into her tight hole.  I gently slid my fingertip in and out 
several times.  She opened her mouth and whimpered, "Oooh, that 
feels so good."  

Her eyes were closed and her cheeks were flushed.  Her sensuous
mouth was open just a little and when I kissed it, she started
gently sucking my tongue.  Then she opened her eyes and said in 
a husky voice, "Come upstairs and help me change.  I'll make it
worth your while."

But suddenly Kim stepped up beside us and said, "No way!  You
guys aren't going to leave me here all by myself while you go
boff each other!"

Talking about getting caught was one thing, but now that Kim had
actually caught us talking dirty and messing around, I thought
Megan would yank my hand out of her pants and get all
embarrassed.  But she didn't.  

She shot me a sexy look, stroked my arm, and whispered in my ear, 
"Let her watch."  I kept fingering her hungry pussy right in 
front of our friend.  She looked at Kim and asked coyly, "How 
long have you been watching us?"

"I don't know.  A while, I guess," Kim said as she started at
Megan's shorts, which were spread wide open with her naughty
little panties exposed for all of us to see.  Kim's eyes 
focused on my hand, boldly buried between my wife's legs.  

I watched the lust flicker through Kim's eyes as she saw my 
fingers moving purposefully inside Megan's shorts.  Kim could 
tell that I was playing with Megan's pussy, and I could see 
that she loved watching me do it.  It felt so wonderfully 
naughty to masturbate my wife's cunt right there in front 
of Kim.

Finally, to break the silence, Kim said, "So what's this about
changing?  You look gorgeous!"   

I admitted, "I asked her to put on a skirt.  I love the way she
looks in skirts."

"You mean you love to look up her skirts," she teased.  "Meg, go
change if you want to, but leave him here to keep me company
while you're gone."

Megan shrugged and extracted my hand from inside her shorts.  She
hopped off my lap and zipped up, gave me a quick kiss and said,
"Back in a flash!"  We both grinned at the double meaning because
we both knew that once she had that skirt on, she'd be flashing
me mercilessly for the rest of the night.  It was one of our
favorite games.

When she'd disappeared inside, I said to Kim, "Hey, we need some
music.  What to help me pick some out?"

"Sure," she said and we both got up and walked into the house.  

As we approached the CD rack, I caught her smiling at the painful
bulge in my shorts and she said, "You poor thing.  That must be
really uncomfortable."

I adjusted myself and admitted that it kind of hurt.

"You know," she faced me and said in a sexy voice, "you'll be a
lot more comfortable once I get these shorts off of you."  Her
hands reached for my belt and quickly unfastened it.  Then her
fingers flicked open the button at the waist of my shorts, and
all of a sudden my shorts were hanging loosely on my hips.  

I felt her tug at my zipper while her other hand slid under the
waistband into my undies.  I wanted so much to feel her fist
wrapped tightly around my stiff cock.  I was breathing fast and
my heart was racing.  It took every ounce of my willpower to
stop her.  Just before her fingertips touched my cock, I grabbed
her hand and said, "No.  I can't."

She smiled ruefully and said, "No... of course you can't."

As I got my shorts put back together, I remembered Megan's words
about playing along and I said, "You know, just because I can't
doesn't mean you can't."  

I reached out and tugged gently at the button below her breasts 
that she'd unfastened earlier while petting the cat.  "What 
happened here?  How'd this get buttoned back up?"

The gleam returned to her eye and she said hungrily, "You want
that one unbuttoned?  But you saw what happened when I unbuttoned
it before.  My boobs fell out, and then the whole dress just
dropped to the ground and left me standing naked in front of you.
You wouldn't want that to happen again would you?"

I just grinned at her as I popped the button open.  The dress
sagged in the middle and revealed the inside curves of her
breasts.  "I dare you to leave it like that the rest of the
night," I said.

She pulled her dress open and exposed one of her breasts for me.
With her fingertip, she traced her very hard nipple and said
seductively, "But these will be falling out all night.  You 
sure you want to see that?"

"More than you can imagine," I answered.

"Then touch me," she directed as she guided my hand to her bare
breast.  I cupped her firm mound and rubbed her nipple with my
palm.  Then she took my fingers and used my fingertips to brush
her exposed nipple.

Over her shoulder, some movement caught me eye.  It was Megan,
standing just a few feet away with a big mischievous grin on her
face.  She was freshly changed and looking absolutely stunning in
her cutest little miniskirt.  

I winked at her and she made a kissing motion at me, then she 
lifted her skirt up to her waist and slowly turned around to 
show me how totally hot she looked in her tiny pink thong.  

She faced me again and mouthed the words "Unbutton her dress," 
as she pantomimed fingers undoing buttons. I raised my eyebrows 
questioningly at her.  She nodded firmly and lifted her skirt 
again, this time putting her fingers down the front of her 
panties and touching herself.  "Do it!" she mouthed to me.

Silently, I began unbuttoning the three remaining buttons that
held Kim's dress together.  Kim watched my hands as they exposed
more and more of her body, until finally her dress hung open from
top to bottom, revealing a tantalizing strip of soft, tan
femininity.

"Did you shave just for me?" I asked in a naughty voice and she
answered, "Do you like it?"

"Oh yeah," I breathed as she took my hand and helped me stroke
the smooth skin where her pubic hair should have been.  

She pushed my hand lower and said, "It's smooth down here too." 
My fingers touched her pussy for the first time.  She was on
fire.  Her whole sex was slippery with her juices.  Her clit
stood out proudly... and when I touched it, she pressed my 
hand firmly into her crotch and wantonly ground against me.

"It's so smooth and wet and hot and slippery," I said more 
to my wife than to Kim.

"Mmmm," Kim moaned, "See what you do to me?"

I looked over her shoulder and saw that Megan was now leaning
against the wall, masturbating as she watched us.  She looked so
incredibly sexy that I was tempted to leave Kim and go nail Meg
to the wall.  Instead, I caught her eye and gave her a beckoning
look.  She got the hint and made her way over to us and stopped
close behind Kim.

From behind, Megan gently put her hands on Kim's shoulders and 
softly kissed her neck.  Kim jumped with surprise, then smiled 
and said, "Hi sweetie," and reached up to touch my wife's hand.  

"Hi there," Meg said, "Enjoying your birthday present?"

"I'm trying to, but he wouldn't let me undress him."

"Good boy," Megan smiled at me as she said, "Kiss me, lover."  
We pressed together with Kim sandwiched between us.  Megan 
leaned over Kim's shoulder, and as our mouths met in a wet and 
sexy kiss, I asked, "Birthday present?" but both girls ignored me.

"Now the birthday girl needs to strip down to her birthday suit,"
said Megan as she smiled wickedly and took Kim's straps in her 
fingers, gently easing them off her shoulders.  For the second 
time that night, I watched Kim's dress fall to the ground, 
leaving her standing naked in front of me.

"Isn't she gorgeous?" my wife asked rhetorically as I drank in
the beauty of Kim's naked body.  As I tried to answer, Megan
interrupted me and said, "And now I'm going to watch her undress
you."

"So I'm her birthday present?" I asked incredulously.

"Well, not really," Megan answered with a grin.  She stepped up
beside her naked friend and looped an arm around her waist. 

Slowly and erotically, she explained, "We were planning to gang
up on you and flirt with you and tease you into submission.  Then
when we had you all turned-on, I was supposed to undress you in
front of her.  She really wants to watch me strip you naked." 

Meg was clearly enjoying this and was speaking slowly, drawing it
out as long as possible.  "Once she has watched me slowly remove
every stitch of your clothing and you're standing naked and hard
in front of us, she wants me to take you in my mouth and suck
you.  That's her fantasy, to watch me suck your gorgeous cock. 
She's a very naughty girl," said my Megan, as she slipped her 
hand down and smacked Kim's bare ass.

Megan continued in a seductive voice, "And I was going to make
her fantasy come true for her birthday.  We had it all planned
out.  Can you imagine... I was actually going to undress you
and suck your cock right in front of her?  Well, I was.  

Once we had you good and hard, I was going to peel your clothes 
off, and then I was going to go down on you and give you the 
best head of your life.  And she was going to be just inches 
away, watching every movement, and probably playing with her 
pussy."  

"But," she added flippantly, "I like the way things are going 
right now, so I'm changing the plan."  A wicked gleam flickered 
in her eyes as she added, "I've decided that we're going to 
reverse the roles. *She* gets to entertain *me*.  And I can't 
imagine anything more erotic right now than watching this 
beautiful, naked girl undress you and suck your big hard cock!"

She stepped over to me, kissed me wetly, and breathed, "I want
to watch you cum in her mouth.  Think you can do that for me?"

"Hell yeah," I responded.

She looked at her friend and said, "What do you think about that,
birthday girl?  Wouldn't you rather suck him off than just watch
me do it?"  

I could see the fire in Kim's eyes.  "Step aside," she instructed
Megan.  Kim stepped up to me and started pulling my shirt up
roughly.  As I helped her get it over my head, she breathed
hungrily, "Let's get you naked!"

I was surprised to see Megan grab the camcorder and start filming
Kim undressing me.  Megan saw my questioning look and said, "I
got this ready earlier so Kim could film us."

Kim dropped to her knees.  She whipped my belt off and had my
shorts unbuttoned and unzipped in no time.  She didn't let them
fall to the ground... she yanked them down.  She eyed the bulge in
my undies and playfully bit it.  She muttered "Damn, that's big,"
then she looked into the camera and licked up and down the length
of my bulge before grabbing my undies and pulling them down my
legs.  My cock sprang free and pointed straight out at her.

"Wow," she said as she stared at my erection.  "You weren't
kidding when you said it was huge," she said to my wife.  

"It's a shame he has to wear clothes, isn't it?" Megan winked at
her.

"Who said he has to wear clothes?" Kim asked.  "He should never 
wear clothes in front of me again.  Not a stitch.  Now step out," 
she instructed me, and I stepped out of the shorts and underwear 
that had pooled at my feet.

"That's better," she breathed as she looked up and down my naked
body.  She wrapped her fist around my painfully-erect cock and
stroked it up and down a few times.  Then she silently brought
her lips to the head and kissed it.

Megan didn't make a sound as she hovered around filming the
erotic action in front of her.  Kim popped my cock into her mouth
and started working on it.  I was in heaven.  My knees were
getting weak.  But all the teasing I'd endured had taken a toll
on my stamina, and I knew I wouldn't be able to hold off like I
wanted to.

Suddenly, Kim popped my rod out of her mouth and said, "Ok,
there's a problem."

Megan and I were both shocked and almost simultaneously said, 
"What?"

"There's just too damn much hair!  I hate it when pubes tickle 
my nose.  We need to shave all this off."

Megan and I looked at each other with our eyes wide in surprise.
"What do you think, sweetie?"  Megan asked me.  "Are you up for
that?"

"Sure," I shrugged.  "Why not."

Kim took charge and said, "Let's do it in your room.  Meg, get a
towel to put under him.  And we'll need some scissors, a razor,
and some shaving cream."  And we all traipsed upstairs together.
I followed Kim, watching her incredible, naked ass sway in front
of my eyes.  Megan followed behind us, videotaping the nude
procession to the bedroom.

When we got to our room, Megan grabbed a towel from the bathroom
and threw it at me and said, "Put this under your ass so we don't
make a mess on the comforter.  I'll get the other stuff."  I did
what I was told, and laid down naked on top of the bed with the
towel under me.

Kim grinned at me and climbed up on top of me and straddled me. 
She started kissing me as she mashed her dripping wet pussy
against my cock and started rubbing her slit up and down my
length.  Suddenly, she grabbed my dick and lowered herself onto
it.  I sank smoothly into her.  She came to rest with her pubic
mound crushed against mine, and she ground herself against me. 
"Mmmm, that's nice," she moaned.

Then her hips started working.  With a slow pistoning motion, she
started working her pussy up and down the length of my cock.  She
was so tight and wet.  I fought to keep from shooting my load
inside her and just reveled in the sensation of her riding me.  

Megan came back into the room with the shaving supplies and said,
"Hey, no fair!  I thought we were shaving him first!"

Kim apologized and said that she just couldn't help it.  Megan
raised the camera and started filming again.  Kim smiled into the
camera and said, "Now *this* is what I really wanted for my
birthday!" as she slid up and down my long VERY hard cock.

Megan looked at me and teased, "And this is just what you wanted
to give her, isn't it?"

I just winked at her, leaned forward, and licked one of Kim's
hard nipples before popping it into my mouth and sucking on it. 
I was so close to cumming that I knew I wouldn't be able to hold
off much longer.  I released her nipple from my lips and told the
girls that I was going to cum soon if we didn't stop.

Megan brought her face close to mine and I could see the intense
desire in her eyes as she said, "That's ok, sweetie, I want you
to cum.  Do you want to cum in her pussy?  I'll bet you do.  And
I want to watch.  I want to see you fill up her hot little cunt
with all that sweet cum of yours." and then she kissed me more
passionately that she'd ever done before. 

The camera was still running, but she didn't care where it was 
pointing.  As it happened, she laid it on my chest pointing down 
toward my crotch, and it filmed a sideways view of Kim riding me.

"I'm so close," I grunted.

"That's it, sweetie," Megan urged me on.  "Cum for me now.  Cum
in her pussy.  Pump her pussy full of your sweet cum."  Then
totally out of character, Megan said, "Watch this while you're
cumming," and she took one of Kim's nipples in her mouth and
started sucking it.

Well, that was it.  Watching my wife sucking Kim's nipple sent me
over the edge and I shot off like a geyser.  I don't think I even
breathed while my spasms were shaking my body.  Blast after blast
of sticky, hot cum shot out of me and splashed deep inside Kim. 

My orgasm must have triggered hers, because suddenly I felt Kim's
pussy clenching rhythmically onto my pulsing cock.  Her cum
mingled wetly with mine and ran down my cock, soaking my
crotch.

Finally, we slowed our mutual pumping, and I opened my eyes to 
see Megan and Kim's mouths locked together in a passionate kiss.  
I was shocked and aroused, and I wondered if the kiss had 
triggered Kim's orgasm.  

When they realized I was watching them, they separated somewhat 
reluctantly.  They both smiled at me, but their expressions 
were very different.  Kim looked totally satisfied, her cheeks 
warm with that freshly-fucked glow, but Megan was blushing, and 
I could tell she was surprised and maybe a little freaked-out 
about her first lesbian kiss.

"That was a really sexy kiss.  Did you like that?" I asked her
quietly to show my approval.

Megan blushed an even deeper crimson, giggled, and said, "Yes,
that was amazing."

"Good," I said as I kissed her.  "I'd like to watch you kiss her
some more.  It was so sexy," I breathed into her mouth and she
kissed me hungrily.  Tongues, lips, saliva, all mingled into a
sexy hot kiss, and the more we kissed, the more passionate we
got.

I was still buried deep inside Kim, and she was grinding against
me very slowly as I kissed my wife.  "You're getting him hard 
again," Kim told my wife.

"Let me see," said Megan as she reached her hand down.  Kim
raised up a little so Megan could wrap her hand around my sticky
cock.  Megan grinned at me and called me a naughty boy as she
squeezed my relentless erection.  

Kim pressed her soft, warm pussy down against Megan's hand and 
then ground against her a little bit before lifting herself up 
to do it again.  

It felt so amazing to have my wife holding the base of my cock 
as her friend slowly slid up and down on me.  I was so sensitive 
after my recent cum that each movement caused me to catch my 
breath, teetering on that excruciating edge between pain and 
pleasure.  As Kim continued to slowly ride me, I decided that
pleasure was definitely winning out.

Finally, Megan said, "Ok, my turn.  Hop off and give me my
husband back."

With a reluctant grin, Kim raised herself up and suddenly the
warm embrace of her sex was gone.  She climbed off the bed and
said as if just realizing it, "Hey, girl, you have way too many
clothes on.  Stand up so I can get them off of you."

Megan let go of me and stood beside the bed.  She let Kim start to 
undress her.  I picked up the camcorder and started filming them 
from my vantage point on the bed.

"Raise your arms," Kim said quietly, as she gently lifted Megan's
blouse up and over her head.  "That's a pretty bra," Kim
complimented Megan, as she reached around and deftly unhooked it.  

As the bra fell to the floor, Kim muttered, "Beautiful," and
leaned in to gently kiss each of my wife's nipples.  Then she
sucked them, and Megan's eyes fluttered closed as her hands came
up to stroke Kim's hair.

I watched Kim reach under Megan's skirt, and only then did she
take her mouth away from Megan's nipple so she could say, "My
god, girl, you are absolutely on fire!"

Megan responded by hooking her thumbs in the waistband of her
skirt and trying to push it down.  But Kim stopped her and said,
"Let me do it."

"But you're going too slow," Megan pleaded.

Kim knelt in front of her and lifted her skirt.  "All good
things in time," she grinned as she brought fingers up between
Megan's legs and started rubbing her there.  "These tiny little
panties are so sexy, but they've got to go," she said as she
slipped them down my wife's long, tan legs.  

"Let's leave the skirt on for now," Kim said, as she gently 
pushed Megan back on the bed beside me.  I scooted around so 
that my head was at Megan's feet, and I was looking up her 
long legs.  

When Kim lifted my wife's skirt, my video camera captured a 
perfect image of her naked pussy being unveiled.  Her labia 
were red and swollen and flowered wide open with desire.

Kim leaned over Megan and kissed her mouth while her hands gently
stroked my wife's soft skin.  I zoomed in on their mouths as they
kissed, then my lens followed Kim's hand as it slid down and
started playing with one of Megan's very hard nipples.  Soon her
hand started sliding down Megan's tummy and my wife opened her
legs wide in anticipation of her friend's delicate touch.

I watched Kim cup my wife's mound and press her long fingers
firmly against the soft skin of my wife's puffy labia.  Then,
kissing Megan's neck, Kim used her whole hand to rub my wife's 
sex.  I heard Megan moan softly, and saw that her eyes were 
shut tight.

"I want to taste you," Kim whispered into my wife's ear.

Eyes still shut tight, Megan frowned and rolled her head back 
and forth and said, "No, no, you can't."

Kim grinned wickedly and said, "Oh yes I can, and you want me 
to do it... don't you?"  It was a statement, not a question.   
My Megan's lips parted in pleasure as Kim slipped her middle 
finger into Megan's dripping pussy, and slowly slid it in and 
out as she continued to rub Megan's whole mound up and down.  

Kim gently bit Megan's earlobe as she continued to lovingly 
masturbate her friend and said, "Tell me to lick your pussy.  
Tell me how much you want to feel my tongue on you."

But Megan was defiant and breathed through her passion, "No, 
not my pussy, don't lick my pussy."  But her resolve was 
weakening.  Soon she opened her eyes and looked at me 
pleadingly and said, "She really wants to lick my pussy, 
sweetie."

Gently, I said, "I know, baby.  It's ok.  Let her do it."

"Yeah?" she said as if my permission was a huge relief.  "But
this feels so good and I want to cum soooo bad!" she panted.

"I bet she can make you cum with her tongue," I said, which made
Megan moan and say, "Cum in her mouth?  Mmm, yeah, I want to cum
in her mouth."

Kim had picked up the pace of her masturbation of Megan's pussy 
and she said, "Oh yeah, I'll make you cum, girlfriend.  I want to
taste your cum."  My wife moaned and Kim continued, "You can cum
all over my tongue and my lips and my chin and my nose. Let me
taste you.  I know you want to cum in my mouth, you naughty girl,
and I want you to do it."  

I could see that Megan was really close to cumming just from Kim's 
hand actions.  She was riding that crest, ready for her orgasm to 
crash all over her.  All this hot talk was driving her wild.  And 
I knew that she wanted Kim to go down on her, even if she didn't 
want to admit it to herself.  She hissed, "I want to cum so 
fucking bad!" and her eyes squeezed shut tightly shut.

Kim winked at me and said innocently to my wife, "I'll make you
cum, sweetie, but first you need to tell me what to do.  Where do
you want my mouth?"

"On my pussy," Megan finally grunted.  "Go down on me and lick 
my pussy and make me cum," as she pushed Kim's head down between 
her legs.  Megan raised her hips off the bed in an effort to 
press her hot little cunt against Kim's mouth.

"Grab a pillow for me," Kim instructed me.  She took the pillow
from me and stuffed it under Megan's ass to raise her pussy to a
better height for licking.  "Now, where was I..." she grinned as
she stuck out her tongue and flattened it against my wife's wet
pussy.  

She took her time lapping slowly from bottom to top again and 
again, and when she reached the top, she'd give Megan's clit a 
quick suck before starting over again.  I zoomed in with the
camera to capture a close-up of the incredibly erotic scene.

My wife reached out and touched my leg.  When our eyes met, she
whispered, "Come kiss me."  I set the camcorder on the dresser so
that it was pointing at the action on the bed.  Then I leaned 
over my wife's face and brought my mouth to hers.  

She kissed me hungrily.  Then I felt her fist close around my 
rigid dick.  She pulled it as we kissed, masturbating me awkwardly.  
Every once in a while she'd stop for a moment, her eyes would 
flutter shut, and I'd hear her moan.  Finally her mouth opened 
wide and she held very still.  I knew she was on the verge of 
cumming.

"Feels good, huh?" I asked stupidly.  She just grinned and
silently nodded her head, her eyes shut tight and her mouth
halfway open. "Are you going to cum?" I asked.

"Uh huh," she breathed, "I'm gonna cum.  Cum so hard.  Oh fuck!"
She gasped and a look of rapture lit up her face.  Her breath was
coming out in short, quick pants.  

"You look so sexy," I whispered... encouraging her. "Does Kim's 
tongue feel good on your hot little cunt?"

She gritted her teeth and started panting, "Yes, yes, yes" with
each of her orgasm's strong contractions.  I heard nothing from
Kim but the sloppy wet sound of her fingers pumping quickly in
and out of my wife's dripping hole.  I could see her mouth
crushed against Megan's slit, working furiously.

Megan's orgasm seemed to last a long time.  I grabbed the camera
and zoomed in on her face to catch the look of pure ecstasy
painted there.  Then I panned down her heaving body to film her
humping Kim's mouth.  

Finally Megan's breathing slowed, and Kim raised her face 
which was glistening with my wife's juices.  Megan took a 
deep breath and laughed joyously before saying, "Oh my god!  
That was amazing!  Come here, you," and she pulled Kim's face 
to hers.

Megan looked carefully at her cum shining on her friend's face,
then she softly kissed it.  "I really made a mess on you, didn't
I?" she asked.  Then she started kissing all around her friend's
mouth and chin and nose, using her lips and tongue to clean her
cum from around Kim's mouth.

"Tastes good, doesn't it?" Kim asked.

My wife just moaned and planted a very wet kiss on Kim's mouth. 
They kissed quietly for a few moments.  Then out of the blue 
Megan said, "Hey, is anyone else hungry?  For supper, I mean?  
I'm starving."

Kim and I looked at her, surprised, and I said, "Yeah, I guess
I'm pretty hungry," and Kim agreed that she was too.

"Well I've got a nice supper in the oven.  Let's go eat it before
it burns to a crisp.  And then I want to watch this movie we just
made."

"We're still making it," I told her as I got between her legs and
zoomed in on her shiny pussy.  "Damn, would I like a taste of
that," I told her longingly.

"You can have a taste later.  But now it's time to shut off that
damn camera and go eat supper.  Come on," she said as she climbed
out of bed.

But instead of turning off the camera, I filmed her walking naked
from the bedroom, followed by Kim who was just as naked.  Kim
paused as she reached the door.  She shot me a sexy smile over
her shoulder and said, "Let's shave Meg's pussy before you go
down on her, ok?  And I still want to shave you so I can give you
a proper blowjob.  Now turn off that camera and come eat some
supper."  

And I did.