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my underpants on she asked if I needed some help with that and, before I could answer, wriggled them down my legs and off. She then performed the same service for Kat and then presented herself to Kat for panty stripping. With the final article of clothes tossed into the corner, Sondras eyes went right to my rapidly growing cock. "Looks like somebodys expecting to have some fun here," was all she said as she fell to her knees, grabbed a hold of what shed been staring at and swallowed me whole with her first try, holding my now fully grown member deep in her mouth and then slowly rising up to let me pull out with a pop. "Better than a Popsicle....and bigger too," she smiled. "And look what a pretty pussy Kat has! Its all puffy and with a big clit and it looks like shes ready for some action too!" With that, she pushed Kat gently backwards onto the kitchen/living room separator, which was conveniently set at about 3 feet, leaving Kats ass on the separator, her right leg on the floor and her left leg raised slightly in Sondras right hand. Sondra immediately plunged tongue deep into Kats pussy making Kat jump a bit with a startled laugh that was followed by ticklish laughter and a few groans as well. Soon the groans were winning out over the laughs and she seemed to really be getting into what was becoming a primer on eating pussy that Sondra was giving us both. Kat got the direct benefit, but I was taking notes too, all the while playing with Sondras swinging tits and Kats more stationary pair. After Kats eyes rolled back in her head during a particularly furious bit of pussy munching, she pushed down on Sondras arms and said that she deserved a return favor. They quickly switched positions with Sondra now leaning against the partition and the wall while Kat took what I imagined to be her first real attempt at pussy pillaging. So, while Kats butt was pointing my way anyway, I decided that perhaps her freshly licked pussy would like something larger than a tongue or a couple fingers plunging in it. Naturally, I offered my own swollen muscle of love to that familiar love tunnel. "How about a little change in position?" I asked. "Id like to alternate fucking those two beautiful butts while you two are both bent over the partition." They quickly accommodated my request and I pulled out of Kat and began to rub my cock over Sondras hairless mound, clit and ass. Not wanting to tease her too much, I put on the condom that Sondra insisted upon onto my dick, and watched her grab a hold of Kats arm while I positioned myself for entry. I always enjoy the look on a womans face the first time I enter her. Its not that Im so long but the thickness always seems to make them form that pretty O on



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the mouth as they accept the purple marauder for the first time. Sondra did not disappoint, adding a slightly hanging tongue to the usual O making it look like a Q as she looked backwards over her shoulder at me. A few strokes here and there and then, to keep Kat even warmer than Sondras lips and hands were achieving, I plugged into her for a few more rapid thrusts. "Maybe wed be more comfortable in the bedroom?" It was Sondra doing the offering and no one disagreed. As soon as we all got on the bed together, Sondra dove between Kats thighs while opening her own legs wide apart in an obvious invite for Kat to get in a 69 position with her. This was almost as much fun to watch as it was to participate in. Unfortunately, the video cam was too far away and long forgotten so there would be no visual reminders of this fun afternoon. Kats motions mimicked Sondras somewhat more experienced endeavors. Picking a place to join in was the only challenge. Since Kats twat was nearest, I edged closer to her to slide my dick over the tongue that was reaming her out and then placed the tip of my dick at her labia. Sondra surprised me a bit by engulfing my balls in her mouth, one at a time, over and over until they both started to feel heavy. When she finally let them go, I rammed hard into Kats pussy, which elicited a groan from Sondra since Kat had been nibbling at her clit at the time. I just pushed myself in as deeply as I could and then slowly withdrew to repeat the exercise at the other end of the bed. Kat just held Sondras lips open while she stroked the clit with her fingers. "Aim it right here." And I did. Kat was almost gleeful watching my cock slide in and out of her friends receptive pussy from a distance of about 8 inches. After several minutes of rapid thrust and occasional licks from Kat she said that I should have a chance at an uninterrupted orgasm too. So, she disentangled herself and flipped Sondras leg up over my shoulder leaving me lying on top of her in missionary position. While Sondra seemed sad that Kat had removed herself, it did give me a chance to really hammer the point home. The point of my dick that is. For someone who supposedly had not had sex for 5 years the abilities and talents had certainly not gone away. "Must be like riding a bike," I thought to myself. While I suspected that Sondra had shown more passion for the F on F action, she also seemed a bit saddened that we had not remained a threesome all the time. Did she want to share me or share Kat? Before I got too deeply enmeshed in useless thought, a little voice in the back of my heads said that it was gusher