Friends and Benefits
Chapter 33

Caution: This Sex Story contains strong sexual content, including Ma/Fa, Fa/Fa, Consensual, Romantic, Light Bond, Group Sex, First, Safe Sex, Oral Sex, Masturbation, Petting, Sex Toys, Exhibitionism, Voyeurism, Slow, School,

Desc: Sex Story: Chapter 33 - I told her "It's a long, complicated story about friends with benefits. Or without benefits. Or... I don't know. Friends and benefits." It was the story of my mid-twenties and sorting out my confusion about women, love, and sex. But it was only in telling my story to a non-traditional "therapist" that I really found the answers and learned about the varied forms that love can take. Note slow code.

Sherri motioned for me to sit on Lisa's bed. I did so, nervously drumming my fingers on the mattress. I did not want to second guess this.

Sherri sensed my nervousness and smiled. She casually took her shirt off and hung it on the closet door handle. She was shimmying out of her pants when we heard the toilet flush. She paused, standing in just her bra and panties. Lisa walked in, wearing only her stockings. The two women grinned at each other.

"I thought you might like first shot at him." Sherri said.

"Gawd, yes." Lisa replied. "At least first shot at his cock. You can have his tongue."

"Do I get a say in this?" I asked.

"Not as long as you're dressed," Sherri said.

I chuckled. "That's easy to fix."

Lisa came over and started undoing my belt while I finished removing my shirt. I lifted my hips to let her slide my pants and underwear down, but she was then stymied by the fact that my shoes were still on. I started to help her, but didn't have a chance. Sherri, now nude, knelt on the bed next to me and pulled my mouth to hers. After a ferocious kiss, she pushed my head toward her breasts.

I kissed them and sucked her nipples, running my tongue from one to another. I started to lose my balance in doing so, and slowly fell onto my back. Sherri followed me down, keeping her breasts within reach of my lips.

Meanwhile, Lisa had successfully finished stripping me. I could feel her hand and then her mouth on my cock. I was hard as rock in only moments.

Lisa pulled back for a moment. "Shift," she said.

We moved until I was lying fully on the bed, with Sherri curled near my chest. We both watched as Lisa rolled a condom on and then straddled me, holding the tip of my cock against her opening. She grinned at me and Sherri and then slowly lowered herself down.

I groaned. She was hot and slick and her stockings rubbed my legs as she shifted around until my cock was inside her as deep as it would go. She shot us a grin under half-lidded eyes.

"Ready for me?" Sherri asked.

I nodded, and she swung a leg over my head, almost sitting on my chest. I reached up to hold her hips as she inched forward. I almost chuckled as our eyes met, looking through the valley of her breasts. We shifted a bit more and I raised my head to tentatively tongue her slit. Sherri grabbed a pillow and slid it under my neck. I gave her pussy a long lick in appreciation.

Lisa started riding me, raising and lowering herself. I could hear her sighing and moaning as she did, but the sound was largely muffled by Sherri's thighs. I did my best to lick and suck Sherri's clit, doing what I remembered she'd liked, but the angle wasn't quite right to give her the full treatment. Apparently she thought so too, because after a few minutes, she lifted herself off and swung out to the side.

I grinned at Lisa when she came into view. She was fondling her breasts as she fucked me, and she grinned back. Sherri quickly moved around and knelt behind her.

"Let me do that," she murmured, reaching around to caress Lisa's breasts. Lisa nodded and put her own hands down to steady herself. She closed her eyes when Sherri began kissing her neck and shoulder, before moving behind her ear.

"That's very nice," Lisa murmured.

I reached down and held Lisa's hips. She sped up her motion and I began thrusting up to meet her. Meanwhile, Sherri rolled Lisa's nipples between her fingers and nibbled on her ear. Lisa started moaning, muttering "oh yeah, oh yeah," over and over again. We sped up and she started gasping and trembling. After a few minutes, she came with a shriek. Still shaking, she collapsed forward onto my chest.

Sherri shot me a smug smile. I couldn't help but grin back.

"God, that was good," Lisa said, raising her head and smiling at me.

"My pleasure."

She nodded and then eased herself off of me. My cock thwapped against my abdomen once it slid out of her. She rolled to the side and, when I looked down, Sherri was removing the condom. I looked a question at her.

"You said you wanted a threesome," she said.

She replaced the old condom with a new one and then straddled me herself. I reached down and held her hips as she sank onto my cock. She squeezed her pussy muscles tight, causing me to gasp, and then did it again. It was almost a deliberate tease. I tried to glare at her, but it felt too good for me to pull it off.

Our eyes met, and Sherri didn't look away.

"Breathe," she said.

I started to take full breaths like she'd taught me, all the while continuing to look into her left eye. The world beyond us seemed to fade away a bit. Enough that I didn't realize Lisa had left until she returned, her face appearing by my side.

"I cleaned off the lube. May I?"

I nodded, not quite knowing what I was acquiescing to. A moment later, I found out as she climbed onto the bed and planted a knee on either side of my head, facing Sherri.

"I know you won't be able to see," Lisa said, "but I'm going to play with Sherri's breasts while you eat me." Then she lowered her pussy to my lips.

The angle was awful, so I just let loose, licking and sucking anything I could touch. She seemed to appreciate it—she kept saying "oh yeah, oh yes, keep licking me." I did my best, but my neck got sore all too quickly. Fortunately, I had an idea. I gently lifted Lisa off my face.

"New position," I said. "Lisa, lie on your back and let Sherri lick you while I fuck her doggie style."

Sherri got a wry grin on her face and nodded. We quickly moved into position, and I slid my cock back into Sherri while she buried her head between Lisa's thighs. Lisa reached down and stroked Sherri's hair a few times before looking at me and grinning. Then she settled back, letting her eyes flutter closed as she sighed and moaned.

I just drank in the sight. A beautiful blonde, her chest rising and falling as she bit her lip and whimpered. The dark hair of another woman cascading across her thighs, blending with the blonde's stockings. And of course, Sherri's magnificent back and ass, directly under my gaze.

Sherri's pussy felt wonderful, too. I had a steady rhythm going, and was no danger in coming soon, so I could just enjoy the pleasure spreading out from my cock. She squeezed my shaft from time to time, but seemed to be concentrating more on Lisa.

Which was paying off. Lisa whimpered louder and her breathing grew more ragged. She opened her eyes and met my gaze.

"Come with me," she said.

I sped up my thrusts. Sherri clamped down tight around my shaft, making her pussy a wet, slick vise. Meanwhile, Lisa began calling out "Oh yeah, oh yeah, oh yeah!" We locked eyes again, as best we could with both of us moving so much, and then, with a yell, Lisa went over the edge, pulling me with her. I exploded, seeing stars. I barely managed not to collapse on top of Sherri, who seemed the only one not lost in ecstasy.

Eventually, we sorted ourselves out, the three of us lying side by side, while Lisa and I continued to catch our breath. Sherri had fetched us a glass of water, which we passed around, each greedily taking sips.

"That was incredible," I said, as the warm post-coital glow began to envelope me.

"It was," Lisa said, nodding. The she turned to Sherri. "Except you didn't come."

Sherri shrugged. "That's okay."

"No," Lisa said, "it's not." She opened a nightstand drawer and fished around in it for a moment, before withdrawing a long, black dildo-shaped vibrator.

Sherri chuckled at the sight of it.

"We're going to get you off," Lisa said. Then she looked at me, waving the toy. "Do you want to do the honors?"

I laughed. "I suspect you'll be better than me."

"Fine. You get her breasts." With that, Lisa slid down between Sherri's thighs. She grinned up at us, as she rotated the base of the vibrator, turning it on.

I looked at Sherri, who just smiled. Then she sucked in her breath. My eyes followed hers down to where Lisa had clearly started touching the toy to Sherri's clit. Time to get to work.

I lowered my head and captured Sherri's nearest nipple with my lips. After a while, I moved over and sucked the other one. I alternated for quite a while, sensing her breathing slowly getting deeper and fuller, as the buzz sounded in my ears.

I pulled back for a moment and glanced down. Lisa was licking Sherri, the toy out of sight down below. Probably inside Sherri, judging by her coos. I looked up at Sherri's face. Her eyes were a little glassy and her grin was wide. I returned to kissing her breasts, but then trailed upward, across her shoulder and neck. We smiled at each other as my face hung, inches from hers. Then I slowly lowered my head until my lips met hers.

We kissed passionately; hot and wet and pausing only long enough for quick breaths. Sherri's eyes stayed closed as she started to gasp and shake, while I covered her jaw and ears with kisses before returning to her mouth. Our tongues dueled for mere moments before she turned her head to the side, let out a long moan, and went stiff. I pulled back, and watched the tremors of her orgasms flow through her body.

The buzzing stopped, and I looked down at Lisa, who grinned up at me. Then her eyes flicked to my cock, which was hard once again.

Our next round was slower and more sensual. Lisa slid up between Sherri and me, lying on her back. After getting a new condom, I lay on top of her, and Sherri grabbed my cock, and slid it into Lisa. Then Lisa wrapped her stockinged legs around me as I began to stroke in and out. Sherri stretched out beside us, grinning, and running her fingers along my back. After a bit, she snuggled against us, close enough that I could feel her breath on my cheek.

So could Lisa. She turned her head and pursed her lips. Sherri kissed her, their tongues connecting. They broke off and looked at me, slyly. Sherri was the first to kiss me, and then Lisa. Then both of them together, one on my jaw while the other kissed my mouth. I pulled back, and watched them together once again.

Strange to be kissing one woman while screwing another. I quickly banished that thought. This was definitely no time to be thinking.

Lisa built to her orgasm slowly, burying her head in my neck when she finally came. I was still hard, so she and Sherri switched places. Lisa kissed both of us as we screwed, but also kept running her hand over my back and ass, occasionally grabbing my ass hard. She grinned at me whenever I looked at her with a raised eyebrow for doing so. Again, the three way kissing continued.

I just floated in that haze of pleasure. It could have been hours or minutes or days. Kissing, caressing, thrusting. Being caressed and kissed in turn. After an eternity or twenty minutes, Sherri began squeezing my shaft with her pussy. Only then did I begin to build, slowly, and almost incrementally, toward my orgasm. It finally arrived, rolling through me as a wave, rather than exploding. I shook and gasped and when I could finally breathe again, couldn't help laughing, happy and amazed.

Lisa and Sherri shared my warm smiles and each kissed me one more time before I began the undesirable task of disengaging and disposing of the condom. They hadn't moved, so I slid back into bed next to Sherri, smiling at Lisa on the far side as I did so.

"Thank you," I said.

"Oh, thank you," Lisa said.

Sherri just smiled.

"You can stay, right?" Lisa asked. "Overnight?"

I nodded. "Yeah, I'm going to stay." I cuddled into Sherri's side, and Lisa did the same on her other side. It was cramped, but the three of us could fit nicely onto the bed if we wanted to. We lay there, flesh against flesh, for some time.

Finally, Sherri spoke. "I should go back to my own bed."

"No," I said. "We can all stay here. At least until we fall asleep."

"Then I'm not in the middle," she said.

"Then Lisa should be," I said. "She instigated this whole thing, after all."

"Ooh!" Lisa cooed.

Sherri shook her head, amused, but then sat up and switched places with Lisa. Then Sherri rolled on her side, facing away. Lisa spooned her, and I spooned Lisa. With my upper arm, I reached across and caressed Sherri's shoulder. She reached up and took my hand in hers. Slowly, we drifted off to sleep.


I jostled awake just as dawn was beginning to break. Sherri had gotten out of bed and was walking toward the door. I waited, heard the toilet flush, and waited some more. After several minutes, I realized she wasn't coming back. I gingerly slipped from under the covers and padded into the hall.

Sherri sat nude, at the kitchen table. She'd started coffee and was reading a book. She looked up and smiled when I walked in.

"Enjoy yourself?"

"Hell, yeah. Thank you."

She grinned. "You're welcome."

I poured myself some coffee and sank into the seat across from her. "It really was incredible."

"Good." She looked at me, almost examining me for a moment, as if she might see the answer to her question before she asked. "Did it satisfy your curiosity?"

I raised my eyebrows. "Satisfy? Well, sort of. I'm no longer curious, but I know I'll want to do it again."

"But you're not going to obsess about it, right?"

I paused and set my mug down. "No, but who said I was obsessing?"

"Well, you obviously were when you tried to set up things with Tina and Sharon."

"Okay," I admitted. "I was then. But I'm over it. If I wasn't before, I certainly am after last night."

"Good. You're more attractive when you're not obsessing about Sharon."

I started to get pissed, but then I bit my tongue. Except I really did need to say something. I set my mug down.

"Okay," I said. "I was obsessing. But I have to ask ... what's up with the wall of pictures in your bedroom?"

Sherri's eyebrows shot up. "The pictures of Danny?"

I nodded.

"That's not obsessing."

"Well... ," I swirled my finger around the rim of my mug, "Sharon has a similar collage of Allen in her bedroom. Would you say she's obsessing?"

"That's different."

I raised my eyebrows pointedly.

"It is."

"Okay," I said, making a conciliatory sweep of my hands, "but—and this is not to say that I'm not grateful—would you have done everything you did for me if I didn't remind you of your brother?"

Sherri's eyes flared, but I met them, and despite the tightness in my chest, didn't look away. We stared at each other, and then she looked away.

"No," she said.

"You certainly pushed me, at times. I wasn't entirely sure it was a good thing."

"Do you now?"

I paused. "I don't know. But I do know that, when you pushed, it wasn't about me. You were pushing for your own reasons."

"Like what?"

"I think ... I think because you were afraid of failing with me." I paused, carefully studying her to judge her reaction. While my heart was pounding, I did my best to remain calm. I think it helped, because Sherri remained tense, but didn't get angry.

She let out a deep breath, and then slowly nodded. "That's probably true."

"And," I said, "I think you were afraid of failing because you haven't forgiven yourself for failing Danny."

"I haven't," she said, with a small snort. "But I've known that."

I looked at her in surprise.

"You don't get a master's in psychology without examining your own demons."

"So," I asked, "why haven't you exorcised them?"

She half-shrugged. "I have been. Slowly, through my work."

I nodded. "But maybe your work would be better if you didn't go so slow."

She arched her eyebrows.

"Seriously," I said. "Like with me, you'd be able to see your client a little clearer. And maybe you'll know when to move on, because a client can't be saved, no matter how much you try."

"I can't quit on someone who needs me."

"Yes," I said, "you can. You quit on your client who insisted on the incest fantasy."

She nodded, conceding the point.

"And even if he hadn't been a jerk, you might have needed to give up on him. After all, sometimes doctors have to give up on some patients so they can save others. What would you have done if another client had needed you badly the same night I did?"

"I don't know," she admitted.

I smiled. "Well, since you'll be training assistants, I'm not sure that problem will come up in the future. But the point stands."

She took a deep breath and nodded. "I'll think about what you've said." The she stood. "I need to take a shower and get started on my day."

"Okay. Want me to fix breakfast?"

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