Chapter Two ::: Jenn & Ross Punish Katie

Jenn had taken Katie and Ross to Victoria's Secret. It was a big store, as their local mall had just rebuilt a couple of months ago. The dressing rooms were huge and roomy just as Jenn liked them to be. She and Katie each had an armload of sexy lingerie they planned to try on.

"If you girls wanted to go shopping, why did I have to come?" Ross asked, as he was a cranky and tired today.

"Because we need your opinion on what looks nice on us," Jenn said as she checked to make sure the salespeople were all busy, before dragging Ross and Katie back to the corner dressing room. She tossed her lingerie onto one of the three benches, shutting the door behind her companions.

"I really don't think I'm supposed to be in here," Ross said quietly.

"Ohhh come on; live dangerously, Ross. That's what makes life so much fun," Jenn said. "Right, Katie?"

"Right," Katie said as she tossed her sexy negligees and teddies on the other bench.

"Okay, what have you done to my girlfriend?" Ross asked Jenn sarcastically. Not that he was really complaining. He enjoyed having two women lusting after him as much as any man would, but this was a whole new side to both of these women and Ross wasn't sure how to handle it.

Jenn laughed impishly. "Why should sexual pleasure be limited? I like exploring. And I think Katie doe,s too."

Katie blushed a little. "Uh...yeah," she said with a little giggle.

Jenn pulled her white tank top off, followed by her skin-tight jeans and a tiny pair of red thongs. She reached for the first article on her pile which was a stretchy lace baby-doll nightie that was a stunning red. She put the sexy little thing on and asked Ross, "So, how does it look?"

Ross felt himself throbbing in his jeans from just the sight of her in the provocative little nightie. "Definitely hot," he smirked.

Katie couldn't help but check her out, too. "It looks great on you, hun," she said with admiration. She was trying on a black ruffled baby doll nightie made of sheer material.

"Seriously sexy," Jenn said, eyeing the way the nightie clung to Katie's luscious curves.

"Holy Hell," Ross whispered, finding it hard to breathe all of the sudden as he stared at Katie's ample cleavage revealed by the low-cut material of the lingerie.

Jenn smirked sliding out of her baby doll nightie and laying it aside. She began massaging her breasts. "What would you like me to try on next?" she asked. "And who feels like undressing me after I'm done putting it on?"

Ross found it hard not to be surprised by Jenn's behavior, even after eight years of having known her. This side of her must have been buried deep beneath all the flirting. He opened his mouth to speak and no words came out.

"Surely I don't have to do this alone, do I?" she asked with an adorable little pout. "Because that's no fun." She pulled on her right nipple a little as she spoke.

"Okay, then I want to undress someone," she announced. "Shopping is supposed to be fun." She moved towards Ross first, unbuttoning his shirt. "I think you might be more open to this little game if you were wearing less." In a matter of seconds Ross was left in just his boxers.

"What would you say if I said I want to watch you undress Katie?" he asked, finally finding his voice.

"What?!" Katie squeaked. It was one thing to explore in his dorm room behind closed doors, but in a public dressing room it was a whole different matter.

Jenn giggled, giving Ross a devilish grin. "Only if you really want me to," she said.

Looking at Katie, Ross reminded, "She has before."

"Ummm...but that was different."

"Then would you like to watch us?" Ross asked, feeling very aroused being in a dressing room with two hot women. A tent was forming in his boxers as he stood there looking at both ladies in various states of undress.

"Uh..."

Ross didn't really give Katie the chance to answer before pushing Jenn up against the wall and pressing his lower body in between her legs. Jenn slid her arms around him, gliding them slowly down to his ass and caressing his tight buttocks. Her tongue slid into his mouth as she began kissing him.

Ross was all over Jenn, pushing her up hard to the dressing room wall. His hands were on her curvy ass, fondling her. "I'm gonna fuck you so hard," he said into her ear, as he pulled back just a little, skimming out of his boxers. "I can't wait to slide into your tight, hot slit." Ross was now naked and thrillingly aroused. He swept his mouth down, kissing Jenn's breasts and lightly biting her aroused nipples. Katie watched every second of the scene before her, going to sit down on the third little bench inside the dressing room. She was so anxious to see this... and so very turned on. She couldn't wait to see Ross pounding into Jenn. And she was hoping that after they were thru, one of them would also make her cum, too

Ross slid his hand down to Jenn's pussy, feeling how wet and hot she was. Her juices were dripping onto his fingers. He glanced over at Katie, really hating to leave her out. "Come on, Katie... can't you play with us?" he asked her, his erection throbbing as he pressed it against Jenn's tummy.

"I just wanna watch..." Katie said, as she slid her hand over the silken fabric of the nightie she was wearing, playing with her hard nipples thru the material. "After you two are finished, you can come up with some creative way to make me cum."

"That shouldn't be too hard," Jenn said with a giggle, giving Katie a wink before grabbing Ross's tight ass cheeks, pulling him in closer. She let out a moan when Ross slid a couple of fingers into her slick heat. He pulled them out after a few thrusts, seeing they were coated with Jenn's juices.

Ross groaned, feeling Jenn's hands squeezing his ass. His cock was getting harder and harder against her stomach. He had to fuck her now. Lifting her up a little by grasping her asscheeks and pushing her up to the wall, Ross slid into her very tight, hot pussy, watching as every inch of his big cock slid into her opening. "Fuck!" he said in a hot whisper, feeling her walls gripping him tightly as he pressed very deep inside of her. Katie was watching too, and she could not help but slide her hand down into the matching panties of baby doll nightie she was wearing. Katie began rubbing her rock-hard clit, trembling with the need to cum.

"Fuck me hard and fast!" Jenn exclaimed, loving the sensation of Ross's huge shaft speared so deep inside of her. As Katie watched, fingering herself, she hoped no one in the department store would hear Jenn's loud cries of ecstasy as Ross began to pound himself in and out of her repeatedly.

The entire cubicle of the dressing room seemed to shake as Ross was plugging away at Jenn's sticky pussy. He was grabbing her ass, squeezing the tight cheeks in his hands as his erection was engulfed by her tight channel. "Ohhh fuck... I am gonna cum!" he said in a shriek, loving every second of the intense fucking they shared.

"I'm cumming, too!!!!" Jenn screamed, her pussy getting so tight around Ross's cock, the walls squeezing him as he was spurting his hot seed very deep into her lovely body. Katie watched, pouting a little, because she too wanted to cum, ever so bad. She had two fingers trapped deep her pussy, but she needed more.

*~~*

Ross slid out of Jenn, rubbing his cockhead against her inner thigh and smearing it with his seed. He then walked over to Katie, pushing it up to her lips. Katie began licking it clean. She loved the combined tastes of Ross's semen and Jenn's pussy juices. She couldn't believe she was doing this as she was tasting the slippery moisture on the tip of Ross's shaft.

"Naughty girl," Ross said, giving Katie a smirk. He then reached for Jenn to give her a long hot kiss. He thrust his tongue into her mouth, teasing her tongue with his.

After he disengaged from the kinky kiss, he looked into Jenn's eyes. "Katie has been a bad, bad girl, Jenn... fingering herself while we fucked. I say we punish her," said Ross with a mischievous little wink. "Whattaya think?"

"Ohhh yeah, she's been a really bad girl," Jenn nodded, seeing Katie's hand down the front of her panties as Katie was touching her creamy pussy. "Let's take her clothes off... and have our way with her."

Ross grabbed Katie, holding her tight so Jenn could undress her. Jenn started to strip Katie out of the lingerie, licking her lips when she thought of the last time when she had gotten a taste of Katie's sweet slit. Soon Katie was naked, and Ross still held her there in a tight grip. "Bite her nipples, Jenn," he commanded her. "Make her scream..."

Bending down a little, Jenn licked Katie's nipples, making them harder and more aroused. She then took one into her mouth, suckling on it hard. After it was super-aroused, she bit down on it, hearing Katie cry out in pleasure/pain. Ross, still holding Katie tight, went to sit on the dressing room bench Katie had previously occupied, pulling Katie down into his lap over his semi-hard cock. He pressed it to her belly as he lay her down with her sexy ass up in the air. He gave her ass a hard little slap, and then looked at Jenn. "Jenn, you finger her pussy while I spank her ass," Ross suggested with a naughty gleam in his eyes. He had always wanted to "punish" his prudish little girlfriend.

Katie could hardly believe the words coming out of her boyfriend's mouth. It scared yet thrilled her. Who was this man? Things had changed so much since last Friday night during their first of many threesomes, and for once the three of them weren't fighting or arguing as they always had before when they had met up with each other.

Jenn smirked. "Mmmmmmmm ... with pleasure," she said, as she did just that, fingering Katie. Ross slapped Katie's ass each time that two of Jenn's fingers disappeared inside of her, causing Katie to moan in both pleasure and pain. It was a kinky combination of pure sexual bliss that she had never felt before. Soon the fingering sped up as did the spanking. Katie started to moan feverishly as her clit tingled and her ass grew bright red.

"Bad girl," Ross whispered in Katie's ear as he bent over her, letting his tongue slide into the shell of her ear as he slapped her again.

"Oh yes......I'm a VERY bad girl. I should be punished for an extremely long time," Katie said as she howled with each slap upon her curvaceous ass.

"Oh...that can be arranged," he growled, smacking her asscheeks much harder this time.

Katie was so dizzy with pleasure from the combination of the fingering and the spankings. It was hard to believe she found this so arousing. She felt her climax nearing as she felt Jenn's fingers going deeper and deeper into her moist pussy each time. She had to bite down on her own hand to keep from crying out too loud as she was sure the whole department store could hear them by this point. "Ooooooooh yes!!! MORE," she pleaded.

"Give it to her, Jenn. Give it to her hard and fast!!! Make her pussy sore!" Ross commanded Jenn as he spanked Katie's ass again and again.

Jenn gave Ross a devilish wink, thrusting two more fingers into Katie's very wet pussy. Katie was now stretched open wide as now four of Jenn's long fingers disappeared into Katie's tight slit. The fingers rammed into Katie repeatedly. Katie let out a wild shriek as she began to cum very hard, soaking Jenn's fingers with her feminine juices. As she was cumming, Ross smacked her cute little ass so hard that her body nearly fell off his lap.

Ross caught her though, holding onto her tightly as her orgasm subsided. He looked over at Jenn, seeing her licking her fingers clean of Katie's delicious pussy juices. Ross then smirked as he turned Katie over in his arms, staring into her dazed face. Katie was weak as she wrapped her arms around her boyfriend and pulled Jenn close as well in the process.

"I loved my punishment," she told them as she kissed first Ross on the lips, then Jenn.

"And we loved giving it to you," said Jenn with a naughty smirk.

"I think Jenn needs a spanking next..." said Ross teasingly as he reached over and gave one of Jenn's nipples a little pinch.

"Wrong, Sexy," said Katie to her boyfriend. "You better get your credit card out... You have two women now, and we both are going to buy some lingerie."

"What? You gotta be kidding!" Ross gasped, wincing as he wasn't sure if he could keep up with BOTH of these women and their various needs.

Katie only giggled, giving Jenn a little wink. Ross wasn't off the hook yet.