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Girl Friends Sister, Part 2

Having just had the most intense orgasm I have ever experienced, my girl friend's sister Nancy and I were drenched and completely drained of energy and were winding down in a warm embrace when we both heard a faint sound from the other end of her small apartment. We both turned to see her roommate Shelly standing there watching us with one hand in her shorts and the other feeling her breasts. With a big smile and she pulled her hand from her shorts and put 2 fingers into her mouth as she started walking towards the bed, saying "You two are busted". We froze, still feeling each other's heartbeats. My cock, still in Nancy's pussy started to re-inflate in anticipation of what was about to happen. Shelly knew I was dating Nancy's sister and she continued saying "...that was hottest and most erotic thing I have ever witnessed. You two now have to do everything I say if you don't want me to tell your sister and girl friend". Nancy said "no, please don't say anything". I added "We'll do anything, just don't tell".

Shelly's smile widened as she sat down on the edge of the bed next to us and said "Alright then, here's what I want you to do... for starters, I want you to leave your clothes on and clean each other up using only your tongues". Nancy and I quickly looked into each other's eyes and we both exchanged quick smiles before I lifted myself off of her and turned around to line my mouth up with her pussy and my cock up with her mouth. Shelly added "Nan, I want you on top", so I laid on the bed with my head at the foot end and Nancy got on all fours above me. My view of her sopping wet pussy over my face was amazing. She lowered her head to my now fully erect cock. She started to lick the head and then ran her tongue down the underside until she got to my ball sack. She then opened wide and created a suction with her mouth which pulled my balls completely into her mouth. She swirled her tongue completely around them. The warmth of her mouth and the feeling of her tongue was like nothing I've ever felt, causing me to moan. She held my cock in her hand and moved it to the left and to the right so she could continued her licking on each side of it from the base to the head. She finished my cleansing on the top side with the same determination and then brought her mouth to the head. She pursed her lips and repeated the suction action she used on my balls. This caused just the tip of my cock to quickly enter her mouth. She then closed her lips forcibly to expel my cock while maintaining the suction. Nancy repeated this attack of sucking just the head in and pushing it back out, sometimes swirling her tongue completely around it. I have no idea where she learned this technique but was grateful for her knowing it. My body couldn't take much of this focused stimulation, especially so soon after cumming and I quickly had to grab the sides of her head to steady it to stop her onslaught. I couldn't see her face but I knew she had a big grin.

I decided to return the tease-torture as I reached up and hugged her lower back and gently pulled her down to my waiting mouth. I watched her glistening pussy get closer with anticipation. Just before her pussy was too close to focus on, I saw a big dollop of our combined juices slowly escape. I opened my mouth to catch it and at the same time lifted my head to meet it. I then began to kiss her pussy with lots of tongue action making sure to trace all the folds. I lowered my head so that I could rub her clit with the tip and the bridge of my nose. I heard her gasp. I then reached through her t-shirt arm holes for her nipples and guessed correctly that they too were hyper-sensitive. She squirmed on top of me so I removed my left hand from her nipple and wrapped my arm around her lower back to keep her where I wanted her. I continued to tease her right nipple as I moved my nose from her clit to her entrance. I repeated this nasal rubbing and each time my nose tip approached her pussy, I pressed it in as far as I could. This lined up my lips with her clit and allowed me to suck in her nub and attack it with my tongue. It was becoming too much for her and she tried to lift herself off of me but I held her tight and kept it up. She let out a low moan that started to sound like a whine. This caused me smile and I let out a little laugh. When she heard me laugh, she figured the only way make me stop was to go back to driving me crazy with her mouth on my cock. The minute she sucked my head in again and did a tongue dance on it, I had too much and I raised her off of me. She immediately zipped around to face me, grabbed my head with both hands and forcefully kissed me. I wrapped my arms around her and lovingly traced the curves of her lower back and hips with my finger tips. When she came up for air, she looked me square in the eyes. We both had huge smiles and I silently mouthed the words "I love you" to her. That caused her to melt into me and I pulled her in and held her close.

After a few moments I remembered someone was watching us. As I glanced over towards Shelly, saw that her right hand was in her shorts and that her eyes were rolled back in her head and she had a contented look on her face. Nancy noticed this too and I cleared my throat to bring Shelly out of her daze. She re-focused her eyes and grinned, saying "that was really HOT, you two". I replied "OK, we're all squeaky clean now". She said "Good, now I need you two to get naked. But, wait... you both need to stand up and undress each other using only your mouths". I loved this idea so I got up off the bed and offered my hand to Nancy to assist her. Our eyes met and the touch of her hand sent a shiver through me. As she got to her feet I heard Shelly say "Put your hands behind your back, BoyToy". I clasped my hands behind me, leaned in to my new lover, and nuzzled her neck just below her left ear. She let out a perceptible sigh when my mustache tickled the whispy hairs behind her ears. I noticed her pony-tail holder and I thought she can't be truly naked with that there, right? So I nuzzled my way around to the back of her head and tried to latch onto the elastic with my lips. That wasn't working, so I grabbed one of the strands with my teeth and gently tugged. It worked quite well, and her thick almost black hair was now free. I repositioned myself back in front of her as she shook her head to let down her gorgeous shoulder length hair. When she stopped, she saw me grinning at her and she blushed when I told her she was even more stunning with her hair down. I leaned in again to work on getting her t-shirt off, which turned out to be rather easy since it fit her so loosely. I grabbed her shirt at the arm hole with my teeth. I closed my eyes and took in her scent as she pulled her left arm into the shirt. I released the shirt and moved around her to repeat the action at her right arm. As I went to bite the arm hole material, I could see inside it and noticed she was playing with her right nipple. I tugged on the shirt with my teeth and she pulled her right arm in. I moved my mouth up and softly kissed her neck under her chin and kissed my way up until I was under her left ear. I then took her earlobe into my mouth and gently nibbled it... she groaned. I then tunneled my way under her hair as I kissed my way around the back of her neck and then to her right ear. She whispered "mmmmmm, yes" as I nibbled it. I released her earlobe and kissed my way across her chin. She quickly turned her head and locked lips with mine. Our tongues met as the passion peaked again and we moaned in unison. I could feel her hands moving under her shirt and I guessed she was caressing her nipples. I made an effort to continue my mission. She reluctantly broke the kiss which allowed me to pause and gaze into her deep brown eyes before I lightly kissed my way down and under her chin and then to her neck. I grabbed the neckline of her t-shirt with my teeth and tugged it towards me and up over her head. I backed away, still grasping her shirt and she bent forward until the shirt came off. I swung the shirt left and right and flung it on the floor as if it was a major victory. I had guessed correctly about her playing with her nipples. Her front hook bra was open and she continued to toy with her rock hard nips. I bit her bra strap at the top of her left shoulder and peeled it off of her arm and continued peeling it off of her right arm. I ceremoniously flicked if to the floor like the shirt. I moved back to her and knelt down to be on the same plane as her breasts. I sucked her right nipple into my mouth and flicked it with my tongue encircling it slowly and repeated this with her left one. She pulled my head in tight to her chest and groaned. I proceeded to kiss my way down to her navel where I lingered momentarily before progressing down to the belt line of her shorts. I seized the elastic of the waistband in my teeth and pulled her shorts down as far as I could exposing the top of her luscious brunette bush. I then kissed my way around to her left waistline, biting the elastic of her shorts and pulling them down as far as they allowed. I continued my journey around to her backside. Her left milky white butt cheek was almost fully exposed and I bit her waistband right at her crack to work her shorts down further. Her panties were of the loose variety and were coming off of her with the shorts. The aroma of our love making was driving me crazy. Both of her butt cheeks were now in plain view. I decided to pause a moment to enjoy the view and play a bit. I kissed my way to the bottom of her right cheek and then to her left cheek. I could clearly see her pussy as I was mid-mounds and it was drenched. I forced my chin between her thighs and licked her pussy causing her to gasp "oh my god". I continued my invasion from the rear for a few minutes as she began to sway her hips to her pleasure. I pulled back and smacked my lips to savor her deliciousness and continued my kissing festival around to her right hip. From there I was able to loosen her shorts enough so that they began to fall from their own weight to her feet. I then expected Nancy to step out of them, but she didn't. I glanced up to see her smiling and I got the message that my task wasn't finished, so I proceeded to continue my kissing from her hip to her bush. She couldn't spread her legs far apart with the tangle of shorts and panties at her feet, but I was able to nudge my chin and mouth between her thighs. My tongue was able to easily find her moist treasures and I wasted no time and dove in to attempt another ecstasy moment. As soon as my tongue touched her clit she grabbed my head and began to hump my mouth as she spewed expletives and started a massive orgasm. She flooded my mouth & face as I felt her spasms on my lips. After a few minutes, she slowed her gyrations and released her grasp. To this day I feel there's nothing more enjoyable than giving a woman an orgasm. I had a huge smile and I bet my face looked like a glazed donut. She dropped down to her knees, wrapped her arms around me and planted her lips on mine. I was truly happy at that moment.

Shelly was apparently enjoying the show as she rubbed her pussy and worked her way through a massive very vocal big-O while she watched. Nancy and I were mesmerized as she passed through her bliss. As Shelly calmed down and opened her eyes she could see our smiling faces. She smiled too and accurately stated that one of us still had clothes on.

With that, Nancy got to her feet and proceeded to help me up. She seemed rather anxious and determined to get me naked quickly, but I naturally resisted. She knew the drill. As she clasped her hands behind her, she stepped up to me and planted a slow wet kiss on my lips. I no longer had to keep my hands to myself so I embraced her and enjoyed the curves of the small of her back and her hips like I did earlier. I cannot get enough of the feel of a woman's curves. She could feel my hardness between us and broke our kiss. She paused to stare into my eyes... I sensed a mischievous grin. She dropped to her knees in front of me and pulled my t-shirt at my waistline with her teeth to un-tuck it from my shorts. She inched her way around me and repeated this until it was free. Then she worked her head under and inside my t-shirt. I felt her hot breath at my navel as she kissed her way up my taut belly to my chest. She suckled and then nibbled my left nipple which sent a rush of electricity through me. I moaned my approval. She kissed her way to my right nipple where she got it good and wet before releasing it and gently blowing on it. That caused it to stiffen. Then she put her lips around it, tongued it a few times and nibbled it, this time harder than the left one. A shiver went through me. I reached down to find her stiff nipples and gently pinched them both in retaliation. She released mine and murmured "OK, I'll stop". Then she instructed me to pull my arms into my shirt. After doing so, she stood up which caused my shirt to be turned inside out but was still only on my head and covering it like a shroud. She left it like that and whispered "Now it's my turn to torture you". With that, she started to kiss my neck and proceeded to work her way down my chest, lingering at each nipple with gentle teeth play. I could feel her breasts pressing against my cock which was fully erect and straining within the confines of my boxers and shorts. As she moved from nipple to nipple, she swayed each of her tits across my cock until it popped out of my right leg opening. A big droplet of pre-cum splashed on her left nipple. She cooed and wiggle a bit to smear it around her hardening nip. She lowered her head to my cock and slowly licked it on the underside from the base to tip before taking it into her mouth. It filled her mouth when about half of it was in. Then she moved her head from side to side slightly and tongued underneath it without doing any in-out movement. This felt really good. I reached up to hold her head there and she uttered "uh-uh, no" so I dropped my hands. She swayed her head another time or two before I heard her take in a deep breath and press forward to take in more of my cock. I whispered "Oh my God" as she bottomed out completely. This was the first time anyone had ever deep throated me. I instinctively reached up again to hold her head there and again she uttered "no" as best as she could and began to tongue my balls and swallowed a couple of times. She then backed herself off of my cock and stood up. I saw she had a huge smile imprinted on her face as she worked her way to my shirt-covered head and kissed me hard, almost tipping me over. I had to hug her soft naked body to keep upright. She raised a leg a bit so she could press in and align my cock with her pussy. Between her wetness and the slick saliva covering my cock we glided our mommy and daddy parts together effortlessly as we continued to kiss. She sensed it was driving me crazy almost to the point of having another happy ending, so she backed away and began lowering herself to her knees. On her way down, she made sure to gently bite each of my rock hard nipples, causing me to moan. I felt Nancy position her chin between my thighs and then sensed my shorts and boxers being pulled down as one. She had to be using her teeth. It was slow going to get the clothing past my boner, but she kept pulling until my cock sprang free. She stopped when my shorts were just above my knees. She told me to spread my legs to keep my shorts right there, so I complied. She stood up again and peeked into my t-shirt tunnel to ask how I was doing. I told her she was driving me insane. She just smiled, turned her back to me and bent over forward. I jumped when I felt her fingernails gently tease my cock and balls. She still had her hands clasped behind her back. Nancy made a fist with both hands, encircled my cock, and pumped it a few times before backing her butt against my loins. She raised up enough to slide my cock between her cheeks. She clenched her legs closed and moved up and down. This caused my cock head to continually plow through her engorged pussy lips. She kept at this as she tickled my lower belly with her nails. We both started to breath heavier and she soon pulled away much to my disappointment... and anticipation. She pressed her rear against me again, but this time she wasn't centered on me. She was squarely on my left thigh. She spread her legs a little so she could rub her pussy against my skin as she moved her butt up and down. After a couple of these motions, she moved a step to her left and repeated the actions as she worked her butt around to my backside... all the while tickling my side with her nails and leaving a slick trail. When she positioned herself with both of her butt cheeks pressed against both of mine, she lowered herself slowly as her fingers seemed to be clawing their way down my ass crack. When they touched my rectum, I shook and pressed harder against her. She continued touching her way under my ass until she reached my balls. I was squirming with pleasure as she tickled them with all ten nails. She clearly enjoyed my increased moans. She soon continued lowering herself and lost contact with my ball sack. When Nancy got to the floor, she pressed her shoulders backward so her head could go between my legs from behind me. This forced my shorts and boxers to the floor and allowed my legs to spread enough to make room for her. She instructed me to squat slightly. When I did, she engulfed my cock into her mouth and throat. She had me on the edge for too long and I couldn't stop myself from grabbing the sides of her head and slamming my cock into her willing face. I exploded immediately. I thought my earlier orgasm was the most intense in my life and it was, until this one. I had difficulty breathing with the shirt around my head so I yanked it off fully and continued to pump into her lips. I looked down and saw tears in her eyes and when she noticed me looking at her she smiled with my cock still in her mouth. What a sight. I pulled out of her slightly and felt her suction the last few spurts of cum out of me. She pause a moment and then got out from under me.

I glanced over to Shelly. She probably fingered herself the whole time and she looked like she was close to another orgasm. Nance saw this too and walked over to her. Just like she did to me, she didn't stop when she got to Shelly. She pushed Shelly back on her bed and straddled her. Then she began kissing her and shared the remains of my cum as Shelly climaxed. After about a minute, they came up for air.

I smiled and asked, "OK, Shel, How'd we do?" She turned to me saying it was absolutely amazing and added, "OK, now you both have to undress me and I think you know how to do it".

to be continued in part 3...