"I'm going to bed early tonight, Honey. I'm tired."

Sandi, who was lounging next to me on the couch, rose to her feet. We had been watching the T.V. for a while, so she was a little stiff. She stretched her arms above her head, arching her back like a cat. From behind this position, I looked on as her ass gyrated oh so slowly. And in the glow of the T.V. set, I could view a profile of her perfect breasts. She had removed her bra for comfort earlier, and I could see her nipple straining against the soft fabric of her robe. I love to suck those tits!

As arousing as this was, I knew from experience that when she was tired, I was out of luck, at least for the night. Perhaps in the morning . . .

As she bent to kiss me goodnight, her robe wandered open, revealing the inside of her soft, silky thighs. As we kissed, I saw a hint of a smile on her sleepy face. She knows I'm going to fuck her brains out in the morning. As she left, I turned my attention to the T.V. Perhaps I'd catch the Hockey game's third period.

After the game, I headed for bed. As I entered the dark bedroom, I undressed as quietly as possible. Sandi was already asleep, laying on her side, facing the far edge of bed. She always sleeps like that when I'm not in bed. Next to her, the radio soflty played a rock and roll station.

Trying not to disturb her, I slipped under the covers, and began to fall asleep. I was nearly there, when I heard Sandi take a couple of deep sighs. Trying to see in the dark, she still appeared to be in the same position. But she was moving restlessly. Her hips were shifting, and she seemed to be adjusting her covers. Thinking she was having a dream, I slid over to "spoon" her, hoping to comfort her back into slumber.

My sudden movement seemed to suprise her. She looked over her shoulder toward me. I expected her to say something, but instead she began to shudder uncontrollably. I placed my hand on her hip, and was about to say something, when I realized that she was having an Orgasm. My first reaction was to slide my hand down to her pussy, expecting to feel her own fingers buried deep in her own love tunnel. As my hand reached her cleft, imagine my surprise when it was stroked not by her hand, but by a tongue!

I tried to see Sandi's face, but it was too dark. But I could tell that she was still coming! As I removed the covers, I could see the sillohuete of a crouching figure next to our bed. Apparently, that person had already been in our bedroom, and had crept up to Sandi below sight, with any noise drowned out by the radio. Obviously, Sandi was a willing accomplice to this.

I didn't know what to feel. "Sandi, what's going on?"

The crouching figure stood up as I asked. Sandi turned on the small light next to the bed. As my eyes adjusted, I could now see that the intruder was a stunning blonde. She was absolutely naked, and a vision of pure lust. Added to this was the fact that Sandi was just getting tongue-fucked by this woman in our own bed. The blonde clasped her hands behind her back, quietly smiling down upon the two of us. I couldn't help but notice the moistness of Sandi's pussy on her lips.

"This is Mary" Sandi spoke softly at first. "I, uh, invited her here for you" I was still puzzled.

"You know how I've always fantasized about watching you fuck another girl . . . it's always turned me on to think about it!" She continued "well, when Mary moved in downstairs a while back, we struck up a very quick friendship"

"We were talking about sex a couple of days ago . . . you know, girl talk . . . when I told her how much I wanted to watch you fuck someone."

Mary spoke for the first time "So I volunteered!" She had a voice like Demi Moore.

Sandi flushed a bit. "So we concocted a scheme to make it happen. Tonight, she snuck in the window after I came into the bedroom" She smiled at Mary " Then she was supposed to crawl into bed with you. I would have explained then, but Mary . . ."

"Changed the script!" Mary chimed in. "When I saw how good Sandi looked when she got undressed for bed, I decided on a different approach" As she explained, Mary's nipples began to harden. " I slipped my head under Sandi's covers, knowing she wouldn't be able to stop me without revealing our plan"

"I, uh, wanted to stop her. I've never been with a woman before, but god her tongue felt good!" She smiled "I managed to keep pretty quiet when she was licking the outside, but when she stuck her tongue deep inside . . . well, you know the rest! That's when you woke up"

Suddenly, it was silent. Both girls were waiting for my response. Sandi was laying naked next to me, on her back. Mary was standing, but had moved close to the side of the bed. The hair on her pussy was brushing Sandi's hip. I responded in the only reasonable manner a man could. Stretching over Sandi, I began licking Mary's tits, flicking my tongue across her erect nipples. Mary responded by pulling my head further into her breasts, nearly smothering me. As we moved closer together, Sandi slid out from under us, and sat at the head of the bed. Apparently, she returned to her intent to watch us, in spite of her successful interlude earlier. As I pulled Mary onto the bed, I knew I would be fulfilling Sandi's fantasy!

With a kiss, Mary whispered just loud enough for Sandi to hear, "Eating pussy always turns me on . . . but I'm most satisfied with cock . . . Fuck me right now!

As much as I wanted to plunge in right then, I had an even greater urge. Tasting Sandi's pussy on Mary's lips gave me my own appetite for beaver.

I slid down the length of her body, licking every interesting curve on the way. With a brief glimpse, I could see that Sandi was sitting only a foot away, cross legged. Her fingers were already furiously stroking her own cunt. Her half-open eyes were filled with lust.

My tongue slid easily into Mary's very wet slit. She tasted like honey. The reaction was immediate. As I plowed into her crack, she arched her back and clamped down on my tongue. With her left hand, she grabbed the hair on the back of my head to assure that my face would remain right where it was. Looking up, I could see that her other arm was wrapped around Sandi's leg, grasping her inner thigh as she propped her head against it. As Mary rose into Orgasm, the visual sensation was too much for Sandi. She fingered herself at a feverish pace, until she, too, began to come. Both girls moaned outloud, making my dick harder than it's ever been.

Now, I moved back up Mary's supple body, pinning her down in the missionary position. Anticipating the upcoming attractions, Sandi layed down beside us, but with her head down where she could watch my cock enter her friend.

"This is so hot" she whispered, the impatiently add, "Start fucking her now!"

Mary and I smiled at each other. In this position, Sandi's pussy was right next to our faces. Mary grasped one leg, and I corralled the other, and we pulled her crotch close enough for either of us to lick. With that, I penetrated Mary in one easy thrust.

Both Mary and Sandi gasped as I established a tempo. I kept it slow at first, with long strokes to improve the show for Sandi. At the same time, Mary and I were alternating between deep kisses and probing tongue lashes on Sandi's pussy.

I could tell by how wet Sandi was that she was really enjoying the whole thing. Occasionally, she would try to reciprocate, atttempting to slip her tongue between me and Mary to lick my cock as it plunged in and out. Apparently, Sandi was enjoying the taste of pussy herself. A couple of times, I stopped right at the entrance and leaned away a bit, allowing Sandi room to stimulate Mary's clitoris by flicking her tongue or fingers across it. At one point, Mary had another orgasm. Soon, however, my dick was beginning to swell into one hell of an orgasm. The sensation of urgency began to rise in my loins, I pumped harder and faster. The last of my control left as I watched Mary licking my girls pussy literally right before my eyes. I began pumping come into her for what seemed like hours. Mary managed to lap Sandi into one final orgasm before she herself came, wrapping her legs around mine as she moaned louder than ever.

When we all settled down, we all rested comfortably in bed. As Mary nodded off in the arms of her new found lovers, she asked if she'd be invited back. Sandi moved over to Mary and answered for both of us with a long, wet kiss that was so sensuous and erotic, there was no doubt in any of our minds that this would happen again.