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Frank's Surprise

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Frank had been seeing Carol for about six months, and during that time, they'd had some great times. Carol was a lovely brunette with pale blue eyes and a penchant for oral sex. Frank loved the way she looked up at him with those soft blue orbs when her mouth was full of him. She often smiled around his shaft, an impish delight shining in her eyes, while she worked her mouth up and down. Carol's figure is nice, too. Slender, yet filled out with the curves of a mature, sexy woman. Her breasts weren't large, but they were pleasing and wonderful, with large, sensitive nipples that she liked Frank to play with. Carol is a delight in bed, or on the floor, or on the kitchen table. She had a youthful enthusiasm and enjoyed the sensual pleasures, giving back what she received.

Carol's behind is firm yet soft, with the oh-so pleasing curves that men find sensual when kneeling behind a woman with her ass pressed against him. Her hips only hinted at her earlier motherhood. And therein lay a minor problem.

Carol's daughter, Alicia, is 18, and Carol is 34. Carol had been a naive fifteen year old when she found out about the need for birth control. Alicia came along halfway through Carol's 16th year. After Alicia started to mature, Carol found delight in watching her daughter grow up, flirting with the boys. Alicia, like most kids today, knew a lot more about sex than Carol did in the early 70's, and Carol was very patient and explained things to her daughter. Alicia is now a young woman, and Carol found the thought of her own coming independence both frightening and as a casting off of restraints.

The problem? Alicia is a very pretty blonde, with passionate, light green eyes, freckles on her cheeks, and a disconcerting habit of hanging around when Frank and Carol would have preferred some privacy. Carol had told Frank that Alicia was watching out for "mom", making sure she didn't get too wild. The two of them laughed about that over dinner one night, in a dark, romantic restaurant. Alicia didn't know that several times Frank and Carol had gone to a party and stayed late, even though it had turned into a hot, sweaty orgy. Carol is bisexual and very easy about it. Even Alicia knew, had known that, for many years. Carol had been turned off by men after Ali was born, only returning to men after her twenty fifth birthday. Frank made a comment, jokingly, that perhaps they should throw an orgy for Alicia, and let her see just what she was missing. Carol shot him a look across the table, then slowly smiled. "Maybe we should," she said, laughing at Frank's wide-eyed surprise.

Things went along pretty well that summer. With Ali out of school, she was almost constantly out on dates during the evenings, which left Frank and Carol plenty of privacy. It was late in July when Frank went on a tripfor a week, phoning Carol several times to tell her how much he missed her. Twice they steamed up the phone lines, describing in detail what their reunion would be like. On Friday, Carol was waiting at the airport for Frank's plane to touch down.

Frank walked down the corridor from the plane and into the terminal. Carol was standing among the crowd, easily seen in her brilliant blue dress. The two embraced and kissed, then walked arm in arm towards the baggage claim. Frank and Carol stood around the carousel until Frank found both his bags, then headed for the door.

"Where'd you park?" Frank asked.

"I didn't," Carol smiled. "Ali has the car. There she is."

The small sporty sedan pulled up, and Frank felt a twinge of disappointment that he and Carol wouldn't be able to get steamy all the way home. He'd planned some interesting things on the plane too.

"Taxi, Mister?" Ali said cheerfully, popping open the hatchback.

Frank tossed the bags in the back. Ali climbed into what passed for a back seat, sitting across it with her knees bent. Carol slid into the driver's seat. As Frank got in, he seemed to notice Alicia's legs for the first time, peeking out of her white shorts.

"You've been getting a tan haven't you?" Frank said, closing the door.

"What else is summer for?" Alicia laughed.

They drove off into the night, leaving the bright airport behind.

The air flowing in the open windows felt good, even though the humidity still made their clothes feel damp and sticky. Ali was wearing sandals, white shorts and a simple halter top. She sat behind her mother, facing Frank in the front seat. Frank and Carol talked about his trip briefly, and then Carol asked if he wanted to stop for something to eat.

"God yes!" Frank said. "I'm famished! How about you guys?"

"We haven't had dinner yet," Carol responded. "Anything's fine."

"Leo's Bar-b-cue??" Alicia said gleefully. Both Carol and Frank chuckled, remembering that last time Alicia had stared at the cute young man behind the counter throughout dinner.

"Sure," and "Sounds good," were their replies.

Carol pulled into the lot and they went in. Frank admired Carol's reflection in the windows as they walked up, smiling at her graceful figure and the way the light dress set it off. Alicia beat them to the counter, and seemed somewhat disappointed that an older man was the only one there.

They sat on the hard picnic benches inside, eating ribs and chicken, and Frank asked Ali who was the latest man in her life.

Ali talked in animated tones about Steve and his motorcycle.

Carol made some faces during Alicia's diatribe, and Frank smiled.

A bit later, Carol was talking about a movie she wanted to see, and Alicia was biting into a sauce covered rib, when a large reddish drop of barbecue sauce dripped down right between Alicia's round breasts. Frank felt a twinge in his groin, his mind quickly changing the color to white. Carol hadn't noticed and Alicia wiped it off with her finger, then licked her finger off. Frank felt a tightening sensation in his crotch.

As they left, Alicia darted back in for a soda, she said, returning with a paper sack. In the car, she drank her soda as they headed home. At home, while Carol and Frank pulled his bags out of the car, Alicia went inside. The bags were put in Carol's room, and with Ali in her own room, they finally kissed passionately. Frank felt the earlier sensation turning into a thick erection as Carol pressed her body to his.

"Ali has something she wants to show you," Carol said when they came up for breath.

"Hmmm, can it wait?" Frank smiled, looking into her eyes.

"I think you'll want to see this," Carol said, her eyes sparkling.

Frank took a deep breath and followed Carol into the front room. Carol called out for Alicia and a moment later her bedroom door opened. Alicia walked into the room and Frank took a short breath.

Alicia stood before him in a very small orange bikini. Her skin was a smooth tan everywhere Frank could see. The bikini was a high-waisted affair, with a long, thin triangle that dove between Alicia's succulent legs. The top seemed to be overwhelmed by her full breasts, with the small triangles cupping her tits and threatening to slide down, thus exposing her nipples. Alicia turned around, smiling from ear to ear, showing Frank the back. In back, thin orange strings tied behind her neck and back leaving her almost completely bare from the waist up. A very thin string circled her waist, and a very thin slice of fabric dove down the crack of her ass, surfacing as the triangle in front. Alicia's ass was almost completely uncovered. Both cheeks taunted him as she turned, rippling softly with her few steps. Frank felt the firmness growing in his lap. Alicia turned around again, still grinning.

"You like it?" Alicia asked innocently.

Frank whistled softly. "Oh to be twenty!"

Carol laughed with Alicia. Alicia sat down in a chair opposite Frank and crossed her legs, giving Frank the impression that she was naked from the waist down.

"It took me a month of nude sunbathing in the back yard so I could wear this," Alicia remarked carefully. "No tan lines!" Frank sighed and tried to get comfortable. His growing shaft pressed against the leg of his slacks when he crossed his legs.

Carol noticed and put her hand on his thigh, not helping things any.

Alicia bounced up and announced that she had to make a phone call, then jiggled out of the room, walking firmly for Frank's benefit.

"She certainly is grown up, isn't she?" Carol said.

"Humph! OH YES!" Frank said, kissing Carol. "And she knows it."

"Why don't we sneak into my bedroom while she's on the phone and close the door," Carol said. "I'm sure she'll get the idea." They went into Carol's room, and Frank closed the door.

When he turned, Carol let her dress slide to the floor, revealing her nakedness that she'd concealed under her thin dress. She moved like flowing water to Frank, and began undressing him. Frank ran his hands down her sides and pulled her to him, kissing her passionately.

Moments later they were on Carol's bed, with Carol straddling Frank's mouth with her hips, her mouth wrapped tightly around his shaft. Frank heard a small noise and wondered if Ali was listening at the door. The thought of her nubile 18 year old body, nearly naked in her suit, fingers down the front, listening to them gobble each other made his cock throb. Carol moaned and pressed her hips down on his face and Frank licked and sucked her flowing pussy. Carol moaned again, louder, and Frank found it very erotic, since she was normally quiet. Carol spread his legs and licked at his balls, the head of his cock pressing against her neck. Carol pressed her cunt against his face hard, grinding down and rubbing her wet pussy all over his face. Frank felt something on his hand pull it away from Carol's ass, then tighten around his wrist.

Helpless since he couldn't see anything but Carol's ass, he found his other wrist similarly attacked. Just as suddenly Carol slid down his body, and looped something over his right ankle, then struggled a moment with his moving left ankle before it, too, was encircled.

Carol slid off the bed and stood, and Frank found himself tied to the bed with firm, yet soft ropes. Standing next to the bed was Alicia, still in her orange swimsuit and Carol, stark naked.

The women looked at Frank, then Carol told him to relax.

Alicia moved to the other side of the bed and while Carol tightened his right side, Ali tightened the left, until Frank's arms were firmly against the headboard. They moved quickly, using leather straps to tie Frank's arms to the bed, then they removed the ropes so his circulation returned to his hands. They repeated this on his legs.

Alicia knelt over his left leg, facing his foot, and showing Frank her ass. The small suit covered her openings yet that made her seem even sexier. Alicia turned around and looked down at Frank's hard cock.

"You weren't exaggerating were you?" she said, running her hand softly up the length of Frank's thick ten inches. Carol laughed and shook her head. Just as she opened her mouth, the doorbell rang. Carol pulled on her robe, the light one Frank had given her, and left the room.

"Whaddya have planned?" Frank asked Alicia.

She smiled at him and kissed the head of his cock. "You'll find out!" she laughed.

Frank heard voices coming down the hall, and a blush creeping over him. The voices stayed in the hall for long moments, then Carol came into the room. She was followed by a small, lovely naked woman who looked a few years older than Carol, and the woman's equally naked daughter. The woman was only about five feet tall, slender, with small mounds for breasts, a deep natural tan skin, and smooth dark nipples. The woman's short dark brown hair gave her a very sensual appearance. Her daughter was a few inches taller, with long hair that fell to the middle of her back. She had larger, fuller breasts, that hung down slightly, with hard nipples almost covering their ends. The girl's lighter hair matched the thick tangle between her lithe legs, and her mouth was a wide, sexy smile.

"This is Devra, and her daughter, Rena," Carol said introducing the ladies.

"I like your suit!" Rena said to Alicia. "When did you get that?"

"Last month," Alicia said.

"Ali, you're still dressed, you know," Carol said, implying it was rude.

Alicia stood up on the bed, straddling Frank's hips and began untying her suit slowly. The neck string first, and she held the suit in place while she undid the back. She let the warm bra fall onto Frank's torso, and he jerked slightly. Alicia looked down at Frank, smiling while her breasts wobbled slightly. She used the thumb and forefinger of each hand tugging slowly on the strings to her bottoms. Frank's eyes were glued to her body, waiting for the material to fall. The knots slipped, and the bottom slid from between her legs, hanging in front of her, obscuring Frank's view.

Ali dropped the moist, warm fabric onto Frank's crotch and let him look.

"Oh, that's beautiful!" Devra said.

"Ali, that's so sexy!" Rena added.

Alicia had shaved her pussy completely, and her tan lightened where her bush had been. Frank could see her glistening pink cuntlips, and the tip of her clit pushing out at the top of her slit. His cock jerked at the erotic sight.

Alicia stepped to Frank's left and stood there, and Rena climbed over Frank, her hanging breasts dragging across his large, rigid cock. She knelt on the bed in front of Alicia and began licking the blonde's naked pussy, showing Frank her own bushy cunt from behind.

Frank's cock stood up at a forty-five degree angle, wavering and throbbing as he watched the two young girls. Carol and Devra sat on the edge of the bed, caressing each other while their daughters made sapphic love. Frank felt like he would burst with all this hot, womanly flesh surrounding and ignoring him. Pre-cum oozed from the head of his cock, slowly trickling down the side of his shaft.

Devra produced a long feather, and began to run it over his balls, up the underside of his shaft, and then down his thighs.

"Relax," Carol said. "Enjoy the sensual pleasures."

Frank groaned.

Alicia and Rena fell into a slow, sensual sixty-nine, and the sounds of lips smacking against moist pussies forced more pre-

cum from the tip of Frank's thick cock. Devra knelt and began tracing Frank's body with the feather, circling his nipples and outlining his chest lightly. Carol was lying between Devra's legs, sucking the small woman's cunt with noisy abandon. Frank saw the flush in Devra's dark features, the hardness of her nipples. On the other side, Rena's hips moved wantonly over Ali's face, and both girls' full breasts seemed to be squeezed out to their sides.

Rena's were fuller, larger, and one hung along Ali's side, half crushed by her weight.

Devra let out a small cry, then arched her back, laying her head on Frank's stomach as she came. She shook a few times, and then Frank watched Carol kiss her friend's pussy and sit up.

Carol's face glistened with Devra's cream, and Carol moved up and kissed Frank hotly. She rubbed her face against his, tonguing his mouth fiercely.

High-pitched cries and the rocking of the bed from his left made Carol lift off and they both watched. Rena and Ali were grinding their cunts against each other's mouths, bucking hard, making wet smacking noises. Ali came first, raising her legs and locking them hard around Rena's head. Her hips rocked upwards and shook as she moaned into Rena's steaming snatch. Frank could see Rena's thick cream leaking down the side of Ali's flushed face. Ali lifted her head and sucked, and Rena's body jerked, then began shaking. Her moans sounded like soft whimpering. Rena's soft round ass clenched and she sat back, rocking wantonly on Ali's face. She let out a long, soft "oh", then stiffened and fell limp on top of Ali. Frank watched for a few moments as both girl's breathed hard.

"Our sexy girls," Devra said to Carol, running her hand over Carol's fair skinned ass.

Rena rolled off of Alicia, onto her back. Her legs were spread wide giving Frank a good look at her sopping cunt. Rena's thighs glistened wetly, and her tits were covered with sweat. She smiled, her tongue just behind her front teeth, making her look sweet and sexy.

Ali rolled over and came up to kiss Frank. Carol watched her daughter shove her cream coated tongue into his mouth, then begin rubbing her tits against his chest. Frank tasted Rena's sweet cream, and sucked it from Alicia's tongue. Rena was next, and her wide mouth covered his, and she slid her long tongue into his mouth. She tickled the back of his mouth with it, and Frank tasted Alicia's cum, sucking the hot girl's slippery tongue to get every drop.

Rena moved away and spread her legs wide, letting Carol begin to suck her slippery cunt. Ali moved up and straddled Frank's face, holding herself just out of reach. Devra's hand slipped a vibrator into Ali's cunt and it began to hum. With each full stroke, when it was deep inside Alicia, Devra's thumb brushed Ali's prominent clit. Frank watched her pink lips extend around the vibrator as it slid from her cunt, then disappear as it was pushed in again. Ali's bare, shaved cunt showed every soft fold of skin, every spasm of her inner walls. Ali's hips rocked back and forth in time with Devra's pumping. Frank looked up to see Devra's lips locked over Ali's left tit, sucking the nipple out from her breast. He saw Ali's cream seep around, then down the vibrator, wetting Devra's hand. His cock was about to burst when Ali moaned and shook a few times.

Devra removed the vibrator and Ali pressed her bare cunt to Frank's lips. Frank's tongue lapped at her clit, then her hole as her hips rocked. She spread her slippery wetness over his face and then grabbed his head and pressed his face hard against her creaming cunt.

"Drink me!" Ali moaned passionately.

Her cream flowed from her, and Frank sucked and licked it up from her slick, rocking pussy. Alicia came for several long moments, then slid off of him and onto the floor, breathing heavily.

Devra mounted Frank's tongue quickly, facing his feet and he sucked her twat, too. Devra's pussy tasted different, and her coarse hair tickled his nose. Devra moaned and Frank felt her spasms with his tongue. He shoved his tongue into her pussy and drank her creamy juices until she crawled away, still jerking from the aftershocks.

Rena moved between Frank's legs and licked from his asshole, up under his balls, and played her long tongue over his aching gonads. She lifted each one, then let it roll off the side of her tongue. She lifted them both by snagging her tongue between them and lifting the sac. Frank groaned and his pre-cum oozed down the underside of his cock. Alicia came up and licked the trickle, while their mothers kissed and sucked each others' nipples alongside the bed. Frank had to watch, lest this be a dream.

Even if it was a dream, he wanted to remember every second.

The two young girls kissed each other over Frank's cock and he felt a deep, growing urge. His hips arched up to press his cock against the side of their mouths. Rena turned and opened her mouth, then in one smooth motion, lowered her head until her nose rested in his pubic hair.

Frank's ten inch cock nestled in Rena's tight throat, and he felt that he was about to cum. Rena rocked her head back and forth slightly, and Frank was sure. The surge started deep and traveled through him. Rena chose that moment to lift up and pinch his cock off with her fingers, delaying his gusher. Frank groaned again, and his hips rocked..

Rena smiled with a mouthful of him, and then, fingers still tight around the base, lowered her lips to meet her fingers. Alicia watched in awe, and then Rena sat up and kissed her girlfriend.

The girls looked at him, smiling, teasing him.

Carol sized up the situation. "I think he's ready, girls," she said with a chuckle. Devra was sitting in Carol's lap now, and they were kissing and playing with each other's nipples.

Rena slid closer to Frank's cock, and Alicia reached down and put Rena's large tits on either side of his cock. She pressed them together and pumped his cock a little while Rena licked her lips and smiled. Rena bent her head down sharply and took the head of his cock into her mouth, her tongue flicking over the sensitive area just below the head.

Frank groaned, and rocked his hips lewdly, pumping the head of his cock into Rena's mouth. His balls rubbed her chest between her tits, and she sucked him like a soda straw. Alicia moved down, parted Rena's cheeks and rimmed the girl's asshole with her tongue. Rena moaned around his cock.

This time Frank felt it rising like a tidal wave. A huge volume rushing through his crotch, racing for his cock.

"Go ahead, Frank, cum in her mouth," Carol said.

"Rena likes it, Frank. Shoot off in her mouth," Devra added, pulling on both of Carol's nipples.

"Fill her mouth with cum, Frank. Let us taste your cum," Ali urged.

Rena lifted her mouth and looked right at Frank. "Cum in my mouth," she said lewdly, "let me drink your cum." Frank groaned and felt it surging up his cock. A thick fountain of hot cum jumped out, leaping through several inches of space right into Rena's open mouth. The stream gushed for over one second and then she closed her mouth in reflex. Frank's cum spurted again, splashing against Rena's lips and chin, dripping onto her splayed tits. Frank felt like gallons were shooting from his cock, right into her face. Again another long stream of sperm flew, and Alicia's face was in the way as he leaned down to join in.

"Cum on my daughter!" Devra cried. "Cum all over her!"

Rena's mouth closed on his cock and he felt his jism filling her mouth with two more long streams. She pulled back and Ali began pumping Frank's cock against Rena's neck and tits. Thick white streams of cum ran down the girl's dark skin, and dripped from her chin. Alicia sucked his cock, and Frank shot two more squirts into her mouth, his balls being drawn up their channels into his body.

Frank felt like his balls would shoot out next, and spurted again, this time against Ali's left tit, soaking it with jizz.

The cum still trickled out of his cock and the girls rubbed it against their faces and lips, pumping him for more. Then they kissed, sharing the thick cream between them, swapping mouthfuls of cum and letting their tongues dance in it. When they parted, they looked at each other wantonly, then swallowed the thick jism and kissed again.

Rena sat up, her heavy tits streaked with Frank's cum. She lifted his semi-hard cock and sat on it, shoving it up her thoroughly soaked cunt.

Carol got up and began licking one of Rena's tits clean, while Ali did the other. Devra came over and licked off Ali's left nipple, sucking the cum off and laving the girl's tit.

Rena rocked and moaned on Frank's cock, feeling it harden again. Frank was sure that he couldn't cum again, but minutes later, five?, ten? who knows, Rena got off quickly.

"He's gonna cum, mom!" she cried.

Devra slid down and pressed Frank's cock against her chest, rubbing her daughter's fuck juices over her nipples. Frank's cock jerked and spurt thick sperm over her tits, and some in her face.

Devra licked the spurting cock, oblivious that her face was getting soaked with his jism.

Exhausted, Frank lay back and watched the girls lap his cum off of each other. It was Alicia who turned to him.

"Wanna cum in my cunt now?" she asked, as if she'd asked him if he wanted coffee.

"It'll be a few minutes," Frank said softly.

"Aww, gee," Ali said. "I guess we'll have to start ALLLL over!"

Frank fainted.

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