Chapter 2

Connie watched from the seclusion of her darkened apartment as Don plunged his cock in and out of the woman. They were standing beside his bed, his knees bent so that he could enter her from behind as she bent over to support herself. She was shorter than him with small breasts and thin legs. It was the first time she had ever seen him bring a woman to his apartment and she was fascinated with the spectacle she was watching.

It had been weeks since she and Suzie had fucked him and since that time, they had not spoken, although they had both made a point of exhibiting themselves to one another. It was a private game they both enjoyed, and there had been a few times when she had been almost ready to call him over, or to put on some clothes and go to his place as she watched his hard cock and balls swinging. But she had always let the moment pass and waited for him to come to her.

The woman was sitting on the side of the bed now, sucking his cock as he humped in and out of her mouth. As Connie watched, he suddenly withdrew and a long arc of white come splashed on her face and lips, followed by another. Connie adjusted the binoculars and saw the come glistening in her dark brown hair, her tongue trying to capture more of it as it ran down her face. Don pushed her back on the bed and buried his face in her open pussy.

Connie plunged three fingers into her own pussy and fucked herself madly as she watched the couple in the other apartment. It had been a long time since she had a man. In fact, the very man she was watching was the last man she had fucked - and what a great fuck it had been! She closed her eyes and remembered the touch of his tongue snaking around her clitoris and began to come as her fingers stroked the swollen polyp at the apex of her soft vaginal lips. Across the way, the woman stretched her legs high over her head as Don licked her pussy. Spasms and shaking told Connie she, too, was coming.

"Oh, Don!" Carolyn sighed, "you really know how to eat a girl! Where did you ever learn to be so good?"

"I took a correspondence course," he replied. "It was on a matchbook cover - Can You Draw Good Head? - That's what I thought it said, anyway."

"Seriously. Most men don't seem to know the little secrets that women know. Somebody had to tell you. Who was it? An old love?"

Don smiled and looked at the dark window across the way. He wondered if Connie had been watching tonight. So many times he had been tempted to call her or simply walk over and knock on the door. but that would have been too easy. After the night spent with her and Suzy, he could never suggest anything as banal as a casual night of lust. With Connie, he would have to be creative and, at the very least, different and exciting. Anything less would ruin the almost fantasy relationship they had. For a moment, though, his thoughts went back to the moments when she had taken his soft cock and balls into her mouth and blown him as no other woman ever had. Carolyn's ministrations, as practiced as they were, could not come close to the sensations Connie's lips, tongue and fingers had produced.

"Hey! Come back, lover!"

"Oh, I'm sorry. I guess I got carried away," he apologized.

Carolyn knelt on the bed and threw her arms around his waist to hug him. One hand fondled his soft cock and her tongue snaked into his navel. The other hand cradled his balls and then went between his legs to cup his ass as she devoured his limp penis. Occupied with his cock, she failed to notice as he waved at the darkened window in the building across the way. She did notice, though, when, a few moments later, his cock took a decided leap within her mouth and began to stiffen once more.

Connie smiled to herself as she watched the woman go down on the limp penis. When Don waved at her, she knew that he, too, was remembering the night they had together. Still smiling to herself, she adjusted the small reading lamp beside her bed and spread her legs wide. Switching on the lamp, she let it highlight the lush pinkness of her open pussy and felt the cool night air blowing across the wet lips. Spreading herself open with her fingers, she watched the effect it had on the couple in the other apartment.

The sight of Connie's pussy had an immediate effect on Don, and he felt his cock come alive in Carolyn's mouth. He had suspected she was there, but this had been the first sign. As his cock grew to full strength, Carolyn released it and looked up at him.

"Do you want to fuck me?" she asked.

Don nodded and lay down beside her. Immediately, she threw her leg over him and straddled his cock. Raising up slightly, she eased his penis into her wet pussy and began slowly fucking. Suddenly, she froze.

"My God!" she exclaimed. "I can't believe it!"

"What?"

"There's a girl over there. I mean she's jerking off and... Oh my God!"

"What?"

"Don, she's been watching us!"

Don worked his hips so that his cock moved slowly in and out of her as she stared into the night.

"What's she doing?" he asked.

"She's, she's got three fingers in her cunt! I can't believe it! I mean... Do you know her?"

"Uh huh."

"Who is she?"

"Connie. She lives there. I guess she likes to peek."

Carolyn was becoming more excited as she watched and her pert ass answered Don's long thrusts with a pulsating rhythm of its own, her eyes fixed on the scene across the way.

"Did you ever fuck her?" she asked in a strange voice.

"Yes," Don replied.

Carolyn's pussy swallowed his cock to the hilt and she ground her clitoris into his pubic hair.

"Did you know she was watching us?"

"I wasn't sure. Does it bother you?"

"I... I don't know. It makes me feel funny, though. Sort of embarrassed but excited at the same time. I think I'm going to come!"

Her ass stroked faster and faster as she talked and Don felt his own orgasm coming on strongly. Carolyn made little sounds as she started to come and he grasped her ass roughly and pumped up into her as his come spurted into her pussy. As they subsided, she remained on top of him, her ass poised high in the air and partially turned to exposed her dripping pussy to the eyes of whoever might be watching from the dimly lighted window. Phantom fingers were strumming the pink clitoris so fast they had become a blur as Carolyn reached down and milked the last drops of come from Don's cock.

After a long while, she spoke.

"What's she like?"

"Connie?"

"Is that her name?"

"She's nice," Don told her. "She's pleasant and pretty, too. And she gets very horny!"

"I can't believe we let her watch us like that. And the way she had the light on herself... Don, do you two do this often?"

"First time, actually. I didn't know it was going to happen. Connie is a rather sensuous woman. Like other people I could name! Not that you'd ever consider doing anything quite like that."

"What are you trying to say?"

"Nothing. Except I noticed you didn't stop."

"Why should I. She wasn't hurting anybody. I kind of liked it."

"Kind of?"

"A lot."

"How much is a lot?"

"What are you trying to get me to say, Don. I came, didn't I? After all I was getting a damned good fuck at the time!"

"Would you like to meet her?"

"Don!"

"Would you?"

"I don't know. Maybe. I mean, you said she was nice."

"She's a very sensuous woman, Carolyn."

Carolyn's face became serious for a moment and she looked directly at Don.

"I am, too," she said very softly and bent to lick one of his nipples in an effort to underscore her meaning.

"Would you like to meet her?" he repeated.

Carolyn was very quiet for a few minutes. When she replied, her voice was clear and strong."

"All right," she said. "are you going to call her?"

"We both will," he replied and tugged her to her feet.

Standing together, they waved across the way and motioned for Connie to join them. When the tiny light went out and a moment later another light elsewhere in the apartment came on, they knew she was on her way.

"I hope you know what you're doing," Carolyn breathed and shivered as Don ran his hand down her back to stroke her behind.

Connie took a deep breath and knocked on the door. If anyone had ever suggested that she would be walking into an apartment wearing nothing but a raincoat to meet a man she hardly knew and a woman who was a perfect stranger, she would have told them they were insane. But here she was. After watching the two of them, she knew she could not resist their invitation to join them. The door opened to reveal a dimly lit room and Don's face appeared from behind it. She knew he was naked behind the door and shrugged out of her coat as she entered. When she turned to kiss him, she was as naked as he.

"Hello, stranger," he murmured as he stroked her full body.

"Having fun?" she asked.

"She's in the bedroom," Don told her.

Connie fondled his penis as she walked toward the bedroom door and he cupped her ample breast as she walked. As she entered the room, she saw the woman had slipped between the covers and was turned away from her.

"I'm Connie," she said tentatively.

"This is Carolyn," Don told her. "I think she's shy."

"I'm not shy!" Carolyn objected as she turned over and sat up. "I just never did anything like this before."

Connie smiled as she saw the woman's face. Carolyn was pretty and as the sheet slipped down, she saw her petite body and small breasts puckered with excitement. Carolyn smiled back at her.

"Did you enjoy the show?" she asked.

Connie blushed unexpectedly.

"Yes I did, actually. You're very exciting."

"So are you," Carolyn replied as her eyes roamed over Connie's large body, coming to rest on the auburn down at the juncture of her thighs.

As Carolyn watched, Connie shifted her weight slightly to allow Don's hand to grope her wet pussy and slide two fingers into her cunt. The smaller woman's eyes widened as Connie involuntarily moaned and thrust her abdomen in tiny, jerking motions. Don leaned forward to capture a large breast with his lips and suck the nipple in and out of his mouth, tonguing it wetly. He slowly forced Connie down on the bed as Carolyn crawled out of the covers and positioned herself beside them, watching Connie's face intently as Don continued to finger-fuck her. In less than a minute, Connie began to come and reached out to hold Carolyn's shoulders as the waves of pure pleasure washed over her.

"I'm sorry," she whispered as she regained control of herself.

"It's all right, ' Carolyn told her softly. "Did it feel good? It looked like it was wonderful!"

"It was!" Connie assured her. "I just meant that I don't want to make you feel uncomfortable."

"Don't be silly!" Carolyn replied and kissed her on the cheek, making sure her breasts came in full contact with Connie's.

Don took advantage of the moment to put his arms around both women and take turns kissing them. Someone's hand captured his cock. He was not sure whose it was, but did not care. Connie was making small sounds in her throat as Carolyn kissed one of her large breasts. He gently opened Connie's thighs and the hand led his cock to the pouting lips of her pussy as Carolyn's fingers parted them and urged his cockhead inside the girl. Delicate fingers massaged his balls as he slid deep inside the big woman and he felt Carolyn's tongue teasing the base of his cock as he fucked. Connie's tongue had driven deep into his mouth and was dueling with his own.

When he came again, both women shared the warm juices as they spurted out of him and splashed across their lips and breasts. Licking one another off, they did not stop until they were busily devouring one another's pussy as Don watched. He had always suspected Carolyn would be a passionate lover, but never really thought she would be as lascivious as his sensuous neighbor. Nor had he suspected that she would be as bisexual as she was. After Connie arrived, Carolyn had paid surprisingly little attention to him and concentrated on the other girl's breasts and pussy. Connie, on the other hand, had stayed true to her nature and paid Don's cock the attention it craved, sucking it deep into her throat and rolling his balls between her lips.

Finally, the three of them lay side by side, exhausted and covered with perspiration.

"I like your friends," Carolyn told him and squirmed around to give Connie a kiss.

"So do I," Don agreed and ran his hand over Connie's wet bush.

Connie hugged both of them tightly and closed her eyes. Her orgasm had left her only partially satisfied, and Carolyn's warm, tight body glowed like a warm coal beside her. Under her hand, though, Don's cock curled soft and small as she kneaded lightly. it would take more than casual excitement to bring it up again, she knew. Carolyn, however was already beginning to pulsate gently against her. Boldly, she let her fingers run along the crack of the smaller woman's ass and dip between her thighs to caress the damp flesh of her vagina. She was rewarded by a pair of soft lips on her nipples and knowing fingers probing her own pussy as Carolyn rose to the occasion.

Moments later, they had shifted position with Carolyn mounted atop her, busily licking her wide-open pussy while she probed the other woman's cunt with her tongue and fingers. As Carolyn sucked her clitoris like a tiny cock, Connie did the same to her and felt the woman humping her pussy into her mouth as she reached down and forced Carolyn's face deeper into her crotch.

Laying on top of Connie brought back memories from many years for Carolyn. Marsha had been her best friend for as long as she could remember, and the two girls had grown up together. Therefore, when John, Marsha's older brother, took an interest in the developing Carolyn, it was not so much of a noticeable event as a natural development. The day they kissed, though, she felt his stiff penis through their clothes and knew that something important had happened. John was two years older than the girls, and more sophisticated than either of them. A popular athlete, he never lacked for girls friends, but had been taken with the pert curve of Carolyn's behind and the upturn of her growing breasts.

When she accepted his invitation to go to the drive-in that night, she immediately thought of telling Marsha. But, for no particular reason, she changed her mind at the last moment and put the telephone back in the cradle. She thought of John's kiss for the rest of the afternoon and, as she relaxed in the bath, she closed her eyes and remembered the feeling of his penis pressing against her thigh as their lips pressed together. She wondered what it looked like and a tight feeling in the pit of her stomach told her that she would soon know!

He had kissed her as soon as they pulled into the drive-in and she answered him savagely, meeting his lips with a hungry pressure as he drove his tongue into her mouth and his hands began roaming over her body. She let them go and encouraged him by rubbing his chest and arms with her own hands as her tongue met his and tried to delve as deeply into his throat as she could go. She whimpered in excitement as he squeezed her breasts, and her hand pressed his closer and harder. Not satisfied, he caressed her behind and rubbed her thighs, reaching the hem of her skirt and sliding it up until her white panties showed.

Her own hand was rubbing his thigh as she waited for his fingers to climb further up her leg. Suddenly, he took her hand in his and placed it firmly on the hard lump of his penis. She gasped as she felt it jump under the smooth fabric of his trousers, and his hand guided hers in a slow rubbing motion that she continued after he let go. His hands went back to her thighs and rubbed her soaking pussy through the slick cloth of her panties. His fingers slipped inside and she felt them probing her pussy as she found the zipper of his trousers. She pulled it down as John pulled her panties down over her behind and massaged the cheeks of her bare ass. She raised up so he could pull them the rest of the way down and freed his penis as he did so. It sprang out hard and furious, and her eyes opened wide as she saw it.

John guided her hand once more and she felt the smooth skin of his cock for the first time as he taught her how to stroke it up and down. Reaching down, he freed his balls and she felt their heavy softness, feeling them slip away from her fingers inside their warm sac. His fingers were stroking her pussy by now and she shifted her weight again as he opened her lips and played with her clitoris. His fingers probed her pussy lightly and she gasped as they touched the delicate membrane of her hymen and pressed softly inward.

"Be careful. Don't hurt me," she whispered.

He did not answer but pressed his mouth on hers and she felt his tongue pulsing in and out of her mouth as his hand guided hers up and down his cock to match the rhythm of his tongue. His other hand set up a similar pattern on her clitoris until she was conscious of nothing but the pulsing of his fingers and the swollen thickness of his cock in her hand. She could hardly breathe because of the excitement that was building in her, and she broke the kiss finally to look down at the beautiful cock in her hand. The head was almost purple and shone darkly as drops of moisture oozed from the slit in its tip.

"Suck it!" John Whispered urgently.

She looked at him to see if he really meant it. He was sitting with his head thrown back and his eyes closed. There was no question that he had meant what he said. Very slowly, she lowered her head, his fingers still strumming her clitoris. When her closed lips came in contact with the rubbery head he thrust upward, trying to feed her. She let the tip of her tongue brush over it and found the taste to be far from unpleasant. His hand on the back of her head drove her down and she found her mouth filled with is cock and she gagged.

"I'm sorry," she apologized. "I've never done this before."

"If you don't like it..."

"No!" she objected. "I do like it. It's just that you have to let me get used to it!"

Slowly, she returned to her task. This time she took several inches of his cock into her mouth and sucked it as he had told her to in the beginning. The effect was immediate on him and he groaned and twisted his hips, trying to fuck her virgin mouth as she sucked her first cock. She marveled at the hot, spongy feel of the head as it slid over her tongue and felt the loose skin sliding between her lips as her head tried to match the furious pumping of his hips.

Suddenly, Carolyn became aware of something happening and a salty taste invaded her mouth as John's cock shot streams of come. It took a moment for her to realize what was happening and then all the hushed stories she had heard came back to her in a heady, exciting rush. She sucked the throbbing cock with a vengeance to capture drop after drop and swallowed it all greedily. As she sucked, the lovely thing began to wilt in her mouth and John forced her away from it.

By the time the movie was halfway over, she had sucked him hard once more and had come in his hand as he frigged her clitoris to a frenzy. She climbed on top of him and pressed his cock against the soft down of her cunt and pressed her lips to his as he fumbled between them. She squealed sharply as his cock penetrated her hymen and entered her pussy. Despite the burning sensation in her pussy, she humped him madly, feeling his cock pressing against her cervix. He pulled out of her abruptly and she felt his come splashing against her stomach as she held his cock close to her as he continued to thrust his hips at her.

It marked the beginning of her lifelong infatuation with sex, and she spent the rest of that year meeting John whenever and wherever she could. She became expert at deriving pleasure from his and soon learned how to entice him into serving all her pleasure points.

They were in John's bedroom when Marsha discovered them. They had thought they were alone in the house and had wasted no time in getting out of their clothes. Marsha walked in on them, they were in the sixty-nine position with Carolyn kneeling over John's mouth as she sucked his cock and jerked him off the way he especially loved. Marsha stopped cold as she saw them and stood for a moment watching. So busy with one another, they were, that neither realized she was there. Carolyn's thighs hid John's view, and when she turned her eyes and saw her best friend watching, she froze, the swollen cock halfway down her throat, her hands cradling his balls.

Neither girl moved until Marsh licked her lips nervously and moved her hand to her breast. As she did, Carolyn slid John's red cock as far into her throat as she could, making him moan as she forced the muscles of her throat to swallow frantically. As he began to come, she lifted her head and used her hand to pump his cock so that Marsha could see the gobs of come spurting up on Carolyn's face and hair.

Marsha gasped and fled.

Carolyn's orgasm washed over her like a wave as John's tongue swirled over her clitoris, and she came again, almost immediately, grinding her pussy into his face.

She found Marsha in her own room. She was sitting on the edge of her bed with tears running down her cheeks. At first Carolyn had not noticed it, but she soon realized Marsha's hands were in her shorts and the girl was very obviously playing with herself as she sat crying.

"I'm sorry," Carolyn said and sat beside her.

"It's all right," Marsha sniffled. "It's just..."

"What?"

"I can't tell you."

"Please! Don't cry! I didn't want you to know!" Carolyn pleaded. She put her arms around Marsha to comfort her and felt the girl's wet cheek against her own. For the first time, too, she became aware of the firmness of her friend's breasts.

"Oh, Carolyn," Marsha sobbed. It was so... so... Oh, God! How could you stand it?"

"What do you mean?"

Marsha stopped crying and tried to get hold of herself.

"I'm sorry," she said stiffly. "I guess I got carried away seeing you and Johnnie like that. It's O.K., though. You're my best friend, so I won't get mad."

Slowly, it began to dawn on Carolyn.

"You and Johnnie?" she asked, her voice barely a whisper. They were still holding one another and Marsha's arms held her closely.

"Are you mad at me?" Marsha asked in a tiny voice.

"No! You did it with your brother?"

"It wasn't like that!" Marsha pleaded. "I mean, I love Johnnie. Please don't tell anybody. I'd die if anybody else found out."

"I won't tell. And don't you!" Carolyn replied. "But..."

"But what?" Marsha was suddenly alarmed.

"Well, you saw me with Johnnie. It's not fair unless you let me see you."

Marsha's eyes widened.

"Carolyn! What are you saying?"

"Nothing. Just that you have to let me watch you with him, just like you watched me. Then we'll be even."

Marsha looked around as if to make sure they were alone.

"We, uh... we sort of do everything," she said quietly.

"So do we."

"I know. Johnnie told me."

"You knew we went all the way?"

"He told me when you blew him in the drive-in. You really turned him on! He didn't want any other girl but you. And me, of course."

"Then why did you get so upset just now?"

"Seeing you doing that to him. It just made me want... never mind. I guess I was just acting silly. And besides, you caught me playing with myself. I was a little embarrassed, and all. Besides, you're so pretty and I'm so..."

Carolyn impulsively kissed the other girl and was surprised to have the kiss returned. The tip of Marsha's tongue touched her lips for a second and then the kiss was gone. Carolyn remembered the delicious hot flush that crept through her as she realized what the kiss really meant.

"You kiss good," she said. "And besides, I don't know why you think I'm so pretty. Look at you you're breasts are twice as big as mine. I bet Johnnie really likes them."

Marsha smiled and looked down at herself.

"He likes to suck them," she said. "I love it when he does."

Carolyn eyed the larger girl's nipples poking through the light fabric of her T-shirt. Even at 15, Marsha's breasts were large and heavy, almost as large then as Connie's were now, Carolyn thought to herself as she reminisced. And easily as sensitive! She had giggled mischievously as she tickled one of Marsha's nipples, making the other girl gasp with surprise.

"Carolyn!"

"As good as Johnnie?"

Marsha looked at her coyly.

"Maybe," she said with a little grin. She was looking away, but her eyes met Carolyn's for a scant moment. The meaning was there, all right. Carolyn saw that look too many times after that to have forgotten how it affected her then.

Now it was her turn to become shy.

"I can be better," she said, lowering her eyes.

Marsha did not answer but continued to look down at the bed- covers. Her hands twisted together nervously.

"Want to see?" Carolyn pressed. Marsha nodded once without looking at her.

"Promise not to tell anybody?"

Again, Marsha nodded and Carolyn slid next to her.

"Lift up your shirt," she whispered, and when Marsha did, she stared at the full, blue-veined breasts with their pink caps.

She ran her hands softly over one of them, feeling its full weight as she lifted it. Without another word, she bent her head and captured the turgid nipple and began sucking, moving her tongue over it. She felt Marsha's own hands tentatively exploring her body and when she shifted to the other breast and continued sucking, Marsha peeled her shirt away and began fondling her small, hard breasts, too.

"Am I as good as Johnnie?" she asked impishly and went back to sucking the excited nipple.

Marsha's only answer was a strange sound from deep in her throat and the movement of her hands to Carolyn's shorts. Without taking her lips away from Marsha's tits, she shifted her weight and allowed the girl to run her hand down inside her panties to caress her pussy.

When John found them, Carolyn recalled, they were wearing only their panties, and had only slipped them back on when they heard him coming.

Connie moved sinuously beneath her and Carolyn slid her fingers into the soft mat of pubic hair between the girl's thighs. She had always enjoyed the bodies of larger women, a throw-back, she was sure, to her years with Marsha and John. Don had rejoined them and was assisting Connie in ministering to Carolyn's pussy, tonguing it deeply as Connie sucked her clitoris. It was a rare combination of effects she especially loved and wondered why she had never before recognized just how sexy a man Don was. They had known one another for several years and had just now decided to see one another socially. Tonight, she had been hoping for a nice lay, but this was much, much more than she had bargained for.

Don tasted the heady aroma of Carolyn's pussy and pressed his tongue further inside her. His cheek was pressed against Connie's and he could feel the muscles of her jaw and face working as she sucked her pink clitoris. He put his arm around Connie and cupped her large breast, pressing his still-limp cock against her ample ass. She tensed her muscles, pinching it be- tween the smooth, firm cheeks. As the two of them continued eating Carolyn, he felt his cock begin to slowly grow as the warmth of Connie's ass filled him. She, too, was becoming aware of the stiffening prick between her cheeks as she began to make a slow, rubbing motion with her hips. Carolyn's lips and tongue at her cunt also enhanced her rhythm and Don knew her orgasm was not far off.

Connie reminded him of someone else he had once known and loved. They were much younger then, but Sue had the same wide, ample body and the full, pendulous breasts that marked Connie so distinctively. They had met at a party and each had left their own date to slip away. Taken with the wildness of the moment, they had gone to his apartment and necked heavily until he slipped his hand inside her bra to feel her nipples. He winced in pleasure as he remembered the way she had grabbed his hand and pressed it hard against her warm flesh. Reaching behind her, he unhooked her bra even as she was pulling her sweater over her head and immediately kissed the huge nipples as they came tumbling into view. Sue's breasts hung low and pendulous, the tips crowned with dark brown areolae and huge nipples that stood out like corks. He lifted one of her breasts with both hands and devoured it, sucking as much soft flesh into his mouth as he could hold.

As he licked and sucked her breasts, Sue's hands tentatively roamed to the waistband of his trousers and lingered there. Without leaving her breasts, he ran his right hand down her back and slipped it inside her slacks to feel the soft flesh of her ass. As he did, she expertly undid his belt and pulled down his zipper she grasped his raging cock at the same moment he found the wet folds of her pussy. As he frigged her wet hole, she pulled away and bent over to take his cock in her mouth to run her tongue the full length of the big vein swelling beneath it. Sue had always sucked his cock better than anyone in the world until he met Connie. It had been years since he had seen her, but he could still feel her lips and tongue urging the juices out of his balls.