By the weekend my summer routine was settling down; sleep most of the day away, hang with Kelly or friends in the evening, play on the computer all night, go for my run in the early hours and crash until I started it all over again.  I hadn’t gotten an other opportunity to bang Kelly, with her and her mom moving in, settling down and now off to her father’s for the weekend.  Gwen had only topped me once in that time, and that was tension relief for her after a bad day at work; a quickie and nothing more.

I had just finished my run and was walking up the building’s stairs wiping my face with my sweat soaked tee shirt when I saw Caroline, Kelly’s mom getting the morning paper.  Caroline had a white, terry cloth robe on, wrapped loosely at the waist. Her shoulder length dirty blonde hair hadn’t had the sleep brushed out of it yet.  She bent over at her waist to get the paper and I could see her tits, maybe a set of 36 Cs swinging back and forth as Caroline moved.  She must have heard me gasp at the sight, because she quickly looked up and saw me staring.

“Like what you see?” she asked with a twinkle in her eye.  Caught in the act there wasn’t much I could say except blush and mumble an apology.  “Don’t worry about it.  Even though they aren’t much to look at, boys will be boys.  Why don’t you come in and have some coffee with me?”

I said sure and Caroline quickly led me to her kitchen.  Inside she was even more careless with her robe, allowing the tie to come undone as she poured some coffee.  I had a full view of Kelly’s mom totally naked.  She was about my height, maybe five feet six, fit, but not girlishly slim.  Solid I guess is the right description.  Her bush was trimmed, short brown hair.  Her boobs swayed and jiggled with every move she made, they looked a bit flat, like someone had let some air out of them.  And she was tan all over, so she obviously went to a tanning saloon.

“I hope you don’t mind me not getting dressed.” Caroline asked.  Before I could say anything she looked at my shorts and saw that my dick was springing to life.   “Hmmm, I guess you don’t mind at that.” She said with a laugh.  “Here, let me make you more comfortable.” as she reached in my shorts and expertly shucked my rod out.  “Oh, my!  He’s a lovely one.  Caroline exclaimed. “Why don’t you just take those sweaty shorts off and let some air in?”

I felt very uncomfortable, but with this woman’s tits swinging in the breeze, and having fucked her daughter silly only a few days ago I didn’t see a way out of removing my pants, so off they came.

“That’s better.” Caroline said as she let her robe fall off of her.

Before I could as much as register what was going on Caroline dropped to her knees and put my semi hard cock into her mouth, where she quickly coached it to life. 

“Hmmmmm.  I love young cock; salty, sweaty, so appreciative.”  She continued working her magic on my seven inches, gently taking my nut sack in one hand and rolling my balls between her fingers, giving a gentle squeeze every now and then.  Her lips were professional grade, combined with her tongue she had me writhing in pleasure very quickly.  She licked my rod from the tip of its head all the way to her hand that was holding on to my base when she would suck me like crazy; as she slid her head up, her hair tickled my balls, and her tits swung in the breeze, adding the sensation of soft wings as they caressed my pubes with their dark nipples back and forth, back and forth.  She worked her magic like that for several minutes, even occasionally deep throating me when she said, “What, you haven’t popped yet?” she asked.

“Uhm, no.  Why?  Should I have?” I asked. 

Sounding a little hurt Caroline said “Most guys would have shot their load twice by now.”

“Well, I am not most guys.” was the best reply I could think of.  Give me a break!  My girlfriend’s mother was giving me a blow job for breakfast and was driving me crazy with desire with my dick in her mouth. So I am not that witty with a woman distracting me by sucking my dick, sue me.

“I see.” Caroline said redoubling her efforts on me.  She picked up her pace, really throwing herself into fucking me with her face, she let go of my dick with one hand and started rubbing her pussy.  After a few moments of this she put one dripping finger on my ass and pushed.  I didn’t let her enter me, but the pleasurable pressure was fun.  As I scruntched down in the chair so Caroline had easier access to my back door and cock, I could finally grab one her swinging fun sacks.  I squeezed her nipple just to see what she would do.

I was rewarded with a moan of pleasure as she tried to pull away from my hand.  That is difficult when you have a cock in your mouth, but it did allow me to see more of Caroline as her feet were spread for balance.

Her brown fuzz was trimmed neatly, and the dark lips spread nicely, I saw one strand of joy juice slowly making its way to the floor from her open pussy.  This was going to be a tough nut to pop I suspected. 

How wrong I was.

Caroline shifted her feet so she rested her open pussy lips on the heel of one foot while the other leg was stretched away for balance, which still left her wide open for my viewing pleasure.  She resumed her bobbing over my cock by moving her foot.  This was a neat arrangement in that she was getting herself off as she blew me.  A few minutes of that and she let go of my rod to assist her foot by stroking her clit.  She had a monster clit, sticking out nearly ¾ of an inch!  I could tell this was doing wonderful things for her as she started moaning over my dick, “Mmmmmm ….. Ohhhhhhh…… aaaaaaa” and she was building up speed.

I have no idea why or were I got the bright idea, but something told me to stand up and take her right there in the kitchen.  So, without any further thought I stood up, lifting Caroline with me, which generated a groan of displeasure from her has I detached her pussy from her stimulating foot.  As we stood I spun Caroline away from me and gently pushed her face and towards the counter.  She leaned over spreading her ass and opening her pussy for me to see that her lips were clenching and un clenching in anticipation.  With out any warning I slammed all seven inches of my dick into snatch.  She was wet and slippery, as her hungry pussy greedily pulled me inside.  A bit looser than any of the other girls I’d had, but still tight enough. 

As I hit the end of Caroline’s pussy with my dick I heard her moan out, “Ohhhhh yeeessss!  Finally!” The impact of my hard dick against Caroline sent her tits a’ swinin’.  I could see them move forward as I entered her, and I watched them as I pulled back.  I realized that Caroline was close to cumming, so I fucked her for all I could; hard and fast.  I don’t think that I got three strokes into her when she popped.  Her boobs were swinging wildly when she clenched up hard on the counter and started moaning out, “Ohhhhhh!  Gooood!  Oooooooooo!   MMMMMMYYYY  GOOOOOD!  I’M CUUUUMMMINNNGG!  Oh yes!  Oh yes!  Oh yes!  YES! YES! YES! YEEEEEEESSSS!”

Her orgasm seemed to go on forever, and as she is screaming out her pleasure, she has a death grip on the counter to keep from falling.  Her swaying tits had long stopped swaying with our rhythm, but hung there, dangling from her chest, quivering with Caroline’s after orgasm spasms.

She finally is able to take a deep breath and releases my still hard dick form her cunt’s vice grip lips.  As my glistening rod slides out covered in Caroline cum I see that her ass is just sitting there, kind of opening & closing. Since this was entirely spur of the moment, I decide what the hell and aim my cock for her back door.

Caroline feels my dick as his head is pushing past her ass.  She snaps her head up straight and says, “Oh NO!”  I am left to decide if I went too far for only a moment as she thrusts herself on to my rod hard.  We quickly bring work up a good rhythm with those bodacious boobs keeping time to our thrusts and Caroline’s hand reaching down to stoke her clit.

Caroline starts to moan excitedly almost instantly when I hear from the doorway Kelly shout, “Mom!  What are you doing fucking my boyfriend!”

“About to get off for the second time in ten years!”  Get over here and help him!” Caroline retorted. 

My dick started to shrivel and die until I saw Kelly shrug and walk in striping off her top and bra, letting her firm titties feel the fresh morning air, perking those nipples right up.

Caroline moved her feet back a bit more, opening some space between her body and the counter for Kelly to kneel in and start licking her mother’s snatch.  The first flick of Kelly’s little tongue on that clit sent Caroline over the edge.  With nothing more than my dick in her ass and her daughter’s tongue on her swollen clit this woman just melted on us.  “OHHHHHHHHHhhhhhh!  Ohhhhhh!  Ohhhh!  Ohhh!”  Not as intense as her first orgasim, but Caroline’s knees were all wobbly and she had to hold on to the counter and Kelly’s head for support.

My dick was still in Caroline’s ass as when we all heard Gwen say “Who is fucki …. Oh my.” As she takes in the scene:  Caroline bent over, tits, swaying in the breeze, my dick up her ass, Kelly on the floor in front of her mother, topless, and her face having a few dribbles of girl cum running down it. 

My dick is dead now and slithers out of Caroline.  “Gwen,” I snapped irritated, “close that damn door, take some cloths off and join us.  I am sure Kelly is a bit horny, and I STILL haven’t cum yet!”

The three females say together, “You haven’t?” with their eyes lighting up in realization.

Caroline said, “Why don’t we take this to my bed, its king size so all of us will fit.”

Kelly slowly stood up and looked at Gwen with a bit of … trepidation in her eyes.  Her mother was pulling herself together and leaned over to kiss me and said, “No poachin’ mom, lips only.”  Caroline replied, “Oh, you’re a hateful daughter not share him completely with me.” in a mock brogue. 

We started walking to the bed room Caroline took charge saying, “Gwen, Kelly, out of those cloths.”  Kelly just had to slide out of her shorts, much to my surprise she had no undies on.  Gwen dropped pulled off her sweat shirt and Kelly raised her eyes in surprise at my sister’s lack of a chest.  Gwen was shooting lightening out of her eyes when Caroline intervened and said, “I bet the lads all love making you cum by sucking on your puffy nipples.”  Gwen, was pulled up short and stammered, “Uh, yes.  How did you know?”  Caroline just gave her a knowing smirk. 

Gwen then pulled off her bottoms and showed her bald pussy to us all.  I was surprised as Gwen didn’t like to wax.  She looked triumphantly at Kelly’s crotch with it’s few wisps of pubs just coming in.

I knew this could be a recipe for disaster if this wasn’t handled right.  So, I rushed both Kelly and Gwen, grabbing each of them in an arm and throwing them onto the bed.  Gwen’s nut brown hair flew in all directions, while Kelly’s red pony tail whipped around.  I jumped between them and latched my mouth onto Gwen’s boob bud, quickly getting a rise out of her.  As I did that I took a hand and quickly ran it down to Kelly’s snatch, sliding a finger over her clit, bringing a rise out of her.

Caroline sat in a chair saying “I think I will sit this one out and let you ladies catch up to me.”

I was thankful for that, because I don’t know if I could have maintained my self control while engaged with three women.

I liked Gwen’s nipple round and round, up and down and crossed over it a time or two.  She quickly was moaning and I felt her weight shift as she slid a hand don to stroke her hairless pussy.  Kelly on the other hand quickly got into rhythm with me.  I rubbed a finger around her clit, then over it.  Then I slipped a few fingers into her twat.  I was surprised at how fast she became aroused, she was already dripping girl juice onto the bed.

Round and round my tongue and fingers went.  When I sucked on Gwen’s tit, my fingers went into Kelly’s wet love hole, when I flicked a finger over Kelly’s swollen clit, my tongue flicked a nipple.  Faster and faster I went, both girls at the same time.  Then, they started to move in unison.  It was incredible!  They were twitching together, and now moaning together, “Ohhhhh ….. Ahhhhhhh ….”  Next I saw their hands reaching out for the other girl at the same time.  I nearly came right there just from the knowledge that I hadn’t fucked this up.  Harder and harder my sucking became on Gwen’s tit, deep and more furious my fingers sought Kelly’s G spot, and then their breathing locked together, deep, rhythmic breaths, that ended with an “Ahhhhh”  three, four, five times and then they started cumming, “Ahhhhh…. AHHHHhhhh….. Yeeees! ….  Yeeeessss!  ……. YEEEESSSSS! … OH GOD!” Kelly and Gwen bucked their organisms out together.

This was just great! I happened to look down at Caroline and saw her finishing over her own orgasm with a small vibrator.  She gave me a wink and a leer.

As the girls came off of their high I said, “You know, I still haven’t cum yet.  No one is paying my poor ol’ dick any attention.  All he gets to do is stand there and drip all day.”

Kelly and Gwen looked in each other’s eyes and nodded.  They quickly rolled me on to my back and dove down to my dick.  Gwen started licking one side of my dripping love stick, and Kelly was on the other side.  One girl went up my rod, while the other went down me.  God, it was incredible.  Watching them I almost blew my load.  Gwen’s hair was splayed out on the bed, partially covering my leg.  Kelly’s had fallen out of her pony tail and was using her red ends to tickle my balls and slightly hide what they were doing so it would be a surprise.

I didn’t see Caroline come to the bed, but I felt a lubed finger start to slide into my ass.  Looking down it was Caroline.  She smiled at me and showed me a long and thin vibrator, and then she winked at me.  “Girls, roll him to his knees and get underneath him please.” Caroline directed.  The girls obliged without missing a lick.  Now I could see Kelly lying on her back, perky tits point up into the air, hard and firm, with wet pubes plastered to her mound.  Gwen on the other hand had no tits, but her nipples were straining to poke an eye out.  Her bald pussy glistened with the remains of her cum.  It was a sight to behold.  Then I felt Caroline’s finger pop out of my ass to be replaced by a vibrator.  It still felt weird sliding in me.  But once it hit the spot, WOW!

Caroline knew when she was deep enough as now my body jerked up in pleasure.  The vibrator sent tingling sensations through out my nuts and dick.  Every time she hit that spot it felt like I was cumming, but not cumming.  Caroline slide that thing in slowly at first, bringing a low growl from me, but she wouldn’t be rushed.  Slowly, ever so slowly she increased her pace, and I began moaning myself, “Ohhhhh!  Ohhhhh!  Fuck me!  Fuck my ass bitch!  Harder!”  Caroline increased the pace and I could fee the girls having a bit of trouble keeping up as now it was my dick’s turn to bounce and swing in the breeze.  I could feel pre cum and God knows what else cumming from my cock, but no orgasm.  As I started to build up an other growl, Caroline said, “Girls! Quickly!  Oh you knees!”  They stopped trying to lick me off and rolled on to their knees with their asses facing me.  God!  Both of them had beautiful asses.  Actually, nearly the same size too.  Gwen’s was an alabaster pale white while Kelly’s was the pink white you often see with red heads.  I knew neither of them could really take my rod up their ass without some prep and lots of lube, so I aimed my love tool at Kelly’s open cunt.  I slammed into her and felt her juices just spurt out over my balls.  I must have slammed into her like a piston for nearly a minute when she started announcing another impending organism with her moaning.  That was my clue to switch my man meat to my lovely sister’s dripping pussy.  I swear, the girl could make the Sahara a lake!  There was already a pool of joy juice under her twat, and a string going from that open hole to the bed!  I slammed my rock hard rod into Gwen and she cried out, “OH GOD YES!  FINALLY!” and slammed back onto me, squishing out more girl cum.  That put me over the edge, with Kelly fingering Gwen and Gwen’s hand in Kelly’s snatch and Caroline violating my ass with her vibrator.  “AAAAA!!! God! I’m cuummming!” I shouted as fire raced from my balls up my shaft to shoot out in blessed relieve into my sweet sisters pussy.  Spurt after spurt.  That put Gwen over the edge as she came in her own shuddering orgasm, which put Kelly over the edge

The three of us collapsed on to the bed, my arms around both Kelly and Gwen, holding them tight, while Caroline slide the vibrator out of my ass and moved on to the bed.  I knew it would be a few minutes before I was ready again, but that didn’t mean I had to be rude, these three women just gave me an experience that one can only dream about.  So, with a final hug for Kelly and Gwen, I rolled on to my back and motioned to Caroline to squat over my mouth.  She raised her eyebrows at my presumptiveness but quickly climbed on board.

Caroline startled my head with her knees, lowering her moist twat on to my mouth. While she trimmed her bush, she left the hair in her nether region natural where it was able to catch and hold her love juices, and more excitingly for me, he musky sent.  She smelled similar to Kelly, but slightly different, not as sweaty.  Gwen had a bit of a fruitier scent, oddly.

Once Caroline was comfortable, I slowly started licking her wet slit from her puckered back door to her clit, which had retreated under it’s hood.  It took me only a few licks to coach that clit out, and after that … well only a few more licks and Caroline’s clit was standing proudly at attention.  Once I got Caroline to start running her pussy with it’s deliciously wet hair over my face, I was able to let my hand do some wandering.  A quick squeeze of Caroline’s boobs brought her to slam onto my face, my hand were interested in Kelly and Gwen’s bodies.  Who knows what trouble two girls can get into by themselves?

 Also, I found out that those naughty girls were engaged in some play of their own.  While I couldn’t see them, I felt Kelly and Gwen turn to each other and move their heads together.  Then I heard Gwen give a gasp of pleasure and I peaked:  Kelly had her lips locked on my sweet sister’s puffy nipple, giving it a mini blow job.  This had Gwen twitching this way and that way instantly. 

Since blood is thicker than water, I figured turn about is fair play and slid my hand up Kelly’s leg to her semi open love hole.  I slid several fingers inside Kelly and got them good and covered with her cum, and then I slid a finger into Kelly’s ass.  This made Kelly squirm her ass closer to my hand for some more attention.  Caroline meanwhile decided to lean over and start sucking my dick back to life. 

I felt her luscious lips plant themselves at the base of my cock as she started to lick.  Only a few turns had my rod standing back fully at attention and Caroline saying, “God I love young men!”  With my free hand I caressed her boobs, pulling on the nipples, squeezing them, once again starting to bring Caroline up the ladder to another orgasm.  As her breathing grew a bit ragged and deeper, she said, “This time I want that hot cock in me when I pop!” and then she slid off my face and squatted over my straining seven inch rod.  In an expert motion she impaled herself on me with a shout of “OH YES!”

By facing away from me Caroline made it so she could reach Kelly’s and Gwen’s dripping and clenching love canals leaving my hands free to work on Caroline. 

So I did.

As Caroline rode me like a bull at a rodeo, I fingered her bodacious clit.  That little man was so sensitive!  Each flick of my finger brought a “Yes!” or a “Ahhhh!” from Caroline.  Up and down she went, forward and back, grinding her cunt on me, harder and harder I noticed that she leaked almost as much as Kelly did!  My balls were soaked in Caroline’s love juice. 

As Caroline rode me, she leaned forward and put her face between Gwen’s legs, quickly bringing my sister to new heights of pleasure!  Kelly had Gwen’s nipples puffed out over an inch, and Caroline was licking my sister’s slit, lapping up all that flowed out.  Then Gwen in an acrobatic feat to amaze the masters got her face between Kelly’s legs, pushing my hand away from Kelly’s clit, all the while Caroline was eating her!

The three women were eating and fingering each other as Caroline rode me to break me!  It didn’t take long for the three to join together as one.  There breathing locked first.  Quick short breaths followed by ever deepening ones; followed by the moans of, “Yeeees … Ahhhhh …. More ….Ahhhhhh …..Ahhhhh ..” followed by the twitches in unison.  As they continued to build up to their orgasms, I felt my balls start to constrict with the pressure that would soon build to the point that escape was only outside my dick when Caroline gave a yelp and sat bolt upright on me.  She quivered from head to toe, nearly shaking herself off of my seven inch pole, as her pussy went medieval on my rod and squeezed me for all that cunt was worth.  That put Kelly and Gwen over the edge as they shuddered out their orgasms in near silence, just the convulsions and fresh, heavy musky scent permeating the air.  The three female orgasms put me over the edge and I burst loose deep into Caroline.  Three, four five massive spurts of fresh man juice went up that dripping pussy, which sent Caroline over the edge again, or deeper, I never did figure that out.

As the Caroline sagged over, her lust finally sated, Kelly came to with a vengeance and pushed her mother off my spent dick, hissing as she grabbed my limp rod, “I have waited for over a week to feel this inside of me again, to have you split my ass in painful splendor.  You are not done!  You will do me now!” lancing her petit mouth around my spunk covered limp dick. 

I don’t know if it was the taste of me or her mother on my dick that drove her, but Kelly was a girl possessed.  From barely being able to get my head inside her moth last week to stuffing me in her face and sucking that cock back to life, this was a tiger I had at the end of my rod!

Caroline and Gwen looked slightly bemused at Kelly’s actions, but then shrugged in a ‘What the Hell, it isn’t hurting anyone.’ motion, and moved to join Kelly.

Kelly gave a sort of feral snarl as Gwen moved up to my nutsack, so she moved back a bit and let Caroline start to finger Kelly’s slit.  Since Gwen couldn’t help her baby brother out, she dove between Caroline’s legs and started eating her.  Caroline wasn’t making much progress with her daughter possessed of lust, so she merged with Gwen and they started 69ing each other. 

Kelly liked that arrangement and redoubled her efforts at sucking life back into my dick.  She was helped by Caroline and Gwen’s near instant arousal.  The two women started moaning and grinding almost as soon as their lips touched pussy.  The room was filled with “Ohhhh!”s  and “Ahhhhh!”s from the two lovers.  This brought a spark of life back to my limp rod, and Kelly snuck a finger onto my ass.  That brought me back to life once again.  I let Kelly go on sucking me as my rod finished his return to size.  It didn’t take long and Kelly was starting to have some problems fitting me in her small mouth again.  After she gagged the third time, I pulled my dick away from Kelly and took charge.  I spun her around so her cute pink red ass was in the air.  Damn! That girl had the cutest ass ever!  So nice and round!  Small, easily fit in a hand.  Nice and taught too, no flab there!    She was on her knees panting like a bitch in heat, as Caroline and Gwen licked each other to an orgasm right under Kelly’s nose.  I ran my rod through her slit getting it wet and ready, each time I hit her clit she would wave that ass like a flag.  After the third or fourth time I figured she was ready and I aimed for her pretty little star hole.  I so wanted to slam into Kelly, but knew she could take dick like that yet, so I gently pushed on her back door.  Kelly brought her head up like a deer in the headlights, and then she pushed herself back onto me.  All the way.  Once she sunk my dick in past the rings of her ass muscles, she gave herself a moment to adjust, then she started fucking me, slowly, but quickly building up speed.  With each thrust, she moaned “Yeeeessss!”  So deeeeep!  Soooo haaaard!  AAAAAAHHHH”.   That got Caroline and Gwen’s attention back from wherever they were.  Caroline scooted under Kelly, lining her mouth up with Kelly’s slit.  Caroline planted that mouth on her daughter’s dripping pussy and started eating her with wild abandon.  Kelly appreciated this and increased her pace on my dick, and then started the waterworks flowing from her pussy, all over her mother’s face and hair.  Gwen, not to be left out of the fun latched her lips onto Kelly’s A cup boobs.  A few licks on her nipples and Kelly was screaming out, “I’MMMMMM CUMMMMMING!” and she squirted several times onto my dick and her mom before I realized she was over the top.

Since Kelly wanted me so badly, I figured this was the time to slide into that soaked love hole.  I whipped my rod out of her ass and picked Kelly up in my arms, and then I impaled her pussy on me as she was still squirting onto her mother’s face.  She totally lost it!  She clung to me like a cat, raking her nails up and down my back shouting “OH MY GOD! OH MY GOD OH MY FUCKING!” as I slammed in and out of her velvety, wet, oh so wet and sweet pussy; finally causing her to lose all control of herself, pissing over me as I slammed her back against the door frame.  I pounded her pussy while she clawed my back and pissed herself silly, shouting the whole time incoherently, “AAAAAAAAHHHHHHH!”  in my ear.  The combination of her claws along my back and the warm piss running off of my balls sent me over the edge and I bust lose.  The fire running up my balls to erupt from my head to freedom inside Kelly’s gloriously soaked love hole,  Spurt after spurt shot into this girl, draining me until I had to stumble back to Caroline’s bed and lay Kelly down with her sweat soaked hair plastered to her angelic face.  As Kelly snuggled into my arms a bit closer I heard Caroline say to Gwen, “Wow, we have to do this again sometime.”

At this point we will leave Zack, Gwen, Sha’La, Kelly & Caroline to their fun as there are some other’s whose adventures I wish to divulge to you, gentle reader in the near future.