After turning twenty-one, I started to frequent Jerry's Saloon, a popular dive bar near my college campus.  One night early in the school year, Lena and I both ended up leaving Jerry's at the same time, and headed back to the dorms at the same time.  I had talked to Lena often when I would bump into her on campus, and more recently I was also starting to see her at Jerry's.  

I was (and mostly still am) really not a ladies’ man.  Despite some very exciting sexual experiences, I haven’t been with that many women.  Only two by that point, in fact.  Certainly at that time, I was not smooth with women.

If anything, I’d maybe developed some skill at sniffing out other bi guys, simply due to more experience in that department, but women were another story.  Being the romantically clueless guy that I was, so far as I could tell, Lena was just an acquaintance from school whom I enjoyed talking to.

So we walked together, chatting amiably, though not at all flirtatiously.  It was an unusually warm evening, and the walk was pleasant, so we took our time.  As we reached the edge of campus, my hand bumped hers accidentally.  She grabbed it, softly.  We stopped, turned towards each other and she kissed me.  First on the lips, then with our tongues.

She pulled back and smiled at me.  God, she had a beautiful smile.  She whispered into my ear, "Want to come up to my room?  Val won't be home until late."

I gulped. "Gladly."

Despite my complete ignorance of her prior interest in me, I did find Lena very attractive.  Physically, she was stunning.  About 5’6”, full-figured, with nice rounded curves.  She was also Indian-American, with beautiful brown eyes, a nice smile and long, straight, jet-black hair.

I was thrilled.  I hadn't had a girlfriend in over two years, since just before starting college.  I had only ever had a handful of dates in that whole time, none of which went anywhere.  Other than that, my sole sexual experience with a woman was in a threesome with someone else's girlfriend in the past summer.  It was fantastic sexually, but left me unfulfilled romantically.

So this was the first time in ... well, forever, it seemed ... that I'd had a woman interested in ME as a primary partner. Even if it ended up being just one night, that would be better than I'd had in a very long time. 

Once in her apartment and then inside her bedroom, we resumed the kiss.  She started peeling my clothes off.  I realized that despite our horniness, there might be one problem that could shut this whole thing down. "Are you sure this is OK?  We've been drinking, you know."

"Don't worry, I got there just before you.  I only had one beer.  I'm perfectly able to give consent.  And I do." She grinned. "But maybe I should ask too.  May I pleasure you?"

"Oh God, yes," I breathed.

She kissed my neck, then licked my nipples.  Which aren't as sensitive as a woman's and I don't consider them an erogenous zone exactly, but it did feel nice.  

Then she pulled down my pants, with my underwear still on, and put her warm mouth over the end of my tool through the fabric.  She pulled off the underwear, took my rod in without any prelude and started working her mouth up and down on it.  Boy, did that feel good!

After a couple of minutes, I said, "May I return the favor?"

Lena whispered, "Oh, yes," and stripped her clothes off, almost frantically, and jumped on her twin bed.  There's no feeling like someone who really wants you!  She seemed to be pretty eager about everything we'd done so far, so I just dove right into her fabulous pussy.  I relished the musky taste, the feel of her soft brown-tinged labia in my mouth, the tangy wetness of her vagina, her hard little pink clitoris, the black hairs framing it.

Thanks to my first girlfriend, I’d been taught to pay attention to a woman's whole body and not just her genitals.  While my mouth worked on her juicy center, I roamed my hands over her lovely ass, her round hips, up over her rounded belly and up to her large breasts.  

Boy, were those nice, by the way.  Big and soft, with dark brown nipples and really large brown areolae punctuated by a few follicles.  I couldn't wait to get my mouth on them, but for the moment my mouth had even more important business down below.

She beckoned me to get all the way up on the bed, flipped around so her legs straddled my head, and lowered that delightful cunny right onto my face.  Then she took my pole in her mouth and resumed the excellent sucking she'd been doing before.  I would not realize until much later in life how uncommon is the woman who genuinely enjoys a good 69.  She seemed to be getting into it as much as me, which is a special thing indeed.

After all, 69 is one of my favorite positions of all time.  With a guy, it IS my favorite position.  With a woman, I like it at least 95% as much as conventional penis-in-vagina sex.  I just love the feeling of pleasuring a partner while she (or he) does the same back to me.  There is a wonderful mutuality and intimacy to it that in some ways exceeds all other sex acts. 

Put less analytically, it was So Fucking Hot. 

She seemed to be enjoying herself, and I continued to roam my hands all over her lovely body: legs, hips, butt, back, arms, everywhere I could reach, taking my time in finally getting to her hanging breasts, which had been resting on my belly.  I savored the soft suppleness of them, combined with the almost rubbery feel of her generous areolae and firm nipples.  Once I started working on her breasts, she started moaning loudly, building to a crescendo.  She pulled her mouth off my cock at this point, tensing up in orgasm, then collapsed next to me.

After a moment Lena regained her composure, flipped around and lay back on the bed.  She grabbed a condom from her nightstand drawer and said, "Put this on and finish inside me."

Once inside her pussy, I found it (like all pussies) wonderfully warm, silky, smooth and stimulating.  It didn't take long before I was cumming too.  She started moaning again sympathetically as I did so, and kissed me intensely.  We drifted off to sleep in each other's arms, still naked, with me next to the wall and her on the side closer to the center of the room.  The dorm wasn't air-conditioned and it was pretty warm in the room, so we only barely pulled a sheet over ourselves.

I awoke to the sound of the outer apartment door opening.  A moment later the bedroom door opened, and in walked Val.  Even in the darkness I could see she had taken her top off in the living room and come in topless, presumably due to the heat. It  looked like she was only wearing panties.  I decided to lie as quietly as possible and not give away my presence immediately, in order to at least give her the chance to hide under the covers.

And then the most amazing thing happened.  

Instead of getting directly in her bed, Val leaned down and kissed Lena quickly on the lips, squeezed her exposed right nipple and whispered, "Goodnight, roomie.”

Although I'd done a good job of keeping my body still, my penis instantly sprang erect against Lena's hips, which made her inhale suddenly.  At nearly the same instant in the darkness, Val's eyes met my now very wide-open eyes, and hers popped wide open too at the realization that I was there.

I think both women uttered, "Oh shit!" at the same time.  Val jumped in her bed and pulled her covers up over her (nice-looking) boobs, while Lena pulled our covers over us.

I had no idea what would happen next, but didn't feel like I should be the first one to say anything.  I stayed frozen.

Val sat up in the bed, a sheet still pulled up to cover her chest.  "So, who are you hiding over there, Lena?"

"You know Joe, don't you?"

"Oh sure. Hi, Joe.  Sorry to barge in on you two like this."  In a conspiratorial voice she added, "Hope you’ve both had a nice evening."

Lena ventured slowly, "So, Joe ... uh ... well, I know this sounds weird, but as I guess you just saw, Valerie and I have a sort of special ... relationship."

"Okay."

"I mean, it's not an exclusive relationship.  So nobody’s being cheated on here.  More of an arrangement.  You're okay seeing me with Joe, right, Val?"

"Of course.  It's wonderful. Like I said, I'm glad for you both.  Joe, Lena hasn't been with a guy since school started, so this is really good for her."

"Shut up!" Lena retorted.  "Anyway, sometimes ... well, at night one of us gets a little lonely or, you know, needy, and we help each other out."

"Sounds like a nice arrangement. Nothing wrong with friends helping each other out now and then." 

I paused then added, "Actually, I've been known to get together with a buddy and help each other out too."

Val sat up higher, her covers slipping down to expose a little cleavage. "Really?" 

I could tell Lena was now looking at me intently too.  "But you're obviously not gay."

Funny how when a woman is bisexual, people don't automatically question whether she is gay.  But if a guy who likes women happens to also enjoy sucking the occasional dick, there's always the question.

And it's especially ironic here, because in Valerie's case a lot of people did wonder if she was gay.  Not because she liked pussy: no one but Lena and I actually knew that.  It’s just that Lena was a bit stereotypically ... well, not quite masculine, but she fit a certain stereotype.  

Like Lena, she was a somewhat heavy-set woman, but in a different way.  Whereas Lena was soft and curvy, Val was solid.  Athletic and muscular.  She worked part-time in a warehouse, a job that required her to lift 70-pound boxes all day long.  Her frizzy, sandy-blonde hair was short and spiky. 

So her looks, combined with her manly job, made a lot of people speculate about her sexuality.  Not me, though.  I knew she'd had a boyfriend the whole previous year, though they'd recently broken up.

"Did I seem gay to you tonight?" I asked Lena.

"Uh, definitely not." She grinned. "No way could a gay guy be that good at eating pussy.”

Val giggled from her bed.  "Niiiice."

Lena ventured, "So, Valerie ..." saying each syllable of the name slowly, "as you can tell, Joe and I have satisfied each other tonight.  How are you doing?"

Val didn't answer.  I suspected she was blushing at this awkward inquiry.

Lena was now sitting up against the headboard, her breasts out.  "Because you look like you could use a little 'help,'" raising her arms to air quotes on that last word (her tits wobbling heavily as she lifted her arms, by the way). 

She continued, “Listen, I've already had sex with both of you.  Why not both at the same time? I know Val hasn't had a dick in her in a while."

"Now you shut up!" replied Val playfully.

Reaching for my hard cock, Lena seductively said to me, "I can tell you're up for another round. Wanna threesome? Yeah, of course you do.  You're male, you're breathing, and you're not gay."  

Jesus, this woman was direct.  If she wanted something, she just asked for it, no fucking around.  I'd always kind of liked her, but I was liking this side of her even more. 

To be honest, I would be thrilled if this turned into an ongoing relationship, even without the Valerie threesome, although that made a helluva start.

Lena moved over to Val's bed, asked, "Ready, sweetie?” and started kissing her, reaching under the covers to touch her her pussy.  "Oh, you're already wet."  

Valerie whimpered lightly. Lena quickly moved down Val's body, pausing briefly to suck her breasts, and then continued down to eat her out.

"Joe, come on over and give Val a taste of your cock,” she said from between Val’s legs.  

I stood next to the bed, made eye contact with Val and asked, “This okay?”

She replied by taking on my pole and slurping on it.  Oh yeah... despite what others might have thought, definitely not gay.

Then I got squeezed out of the way as Lena moved up and straddled Val’s head, sitting on her face.  Soon I could hear delicious slurping sounds from Val's eager eating.

This gave me the chance to sample Val's body.  Obviously, as someone who is comfortable getting together with both sexes, I'm certainly not going to be intimidated or turned off by a woman who was less feminine than most. Even a woman who was more muscular than me, which Val might well have been.  I got my head behind Lena's ass, licked that hole for a second (prompting a startled "ooh!"), then lowered my head to Val's breasts.  

Needless to say they were firmer than most, similar in size to Lena's, so in the D-cup range.  They had hardly any areolae but huge spongy nipples.  I sucked them eagerly, moving one hand down over her firm belly to work on her pussy.  

My hand found a lump sticking up through her blonde pubes.  She had an unusually long clit. It must have been almost half an inch long.  I dipped a finger in her very wet hole and rubbed it up and down around her labia, then I stroked gently up and down the length of her macro-clit.

I couldn't wait to get that mini-dick in my mouth, so I kissed my way down her belly and to her pussy, immediately taking her nubbin gently into my mouth. This prompted loud moans from above, muffled by Lena's body.  I alternated my mouth's activity between her big clit, her labia and her dripping honeypot.

Lena flipped around so she was facing the other way (but still riding Val's mouth), then bent down to take turns licking Val's pussy from the 69 position. "She tastes pretty good, right?"

"Oh yeah."

"I bet you like her little dick too."

"Oh yeah." Not the most original response.

"Just wait until you're inside her. She's super tight. Hey Val, you ready to get fucked?”

"Mmm-mmph," mumbled Val into Lena's snatch.  We took that as a yes.

I slipped on a condom, then got between Val's powerful legs and slowly eased my way in.  Lena wasn't kidding: she was super tight.  She obviously worked out her Kegels as much as all the other muscles in her body.  Her body definitely held some pleasant surprises! Every few seconds, she'd squeeze her walls around my cock, almost tighter than an asshole (not that I knew what that felt like - yet).  Though even on my second round of the night, I wouldn't last long with this much pressure on my organ.

I helped stave off the inevitable by taking long slow strokes, holding steady on the downstroke and grinding my pelvis against that awesome big clit of hers. 

Meanwhile, Lena had gone back to sitting on Val's face. Soon the combination of being licked, fucked, clit-rubbed, and face-sat upon simultaneously was too much for Val, and she writhed in a powerful orgasm.  As she did, her powerful pussy walls contracted repeatedly, bringing me to climax a moment later.

Far too soon, my penis started shrinking inside the condom and I had to pop out.  Lena hadn't cum yet, but Val was working her good at the other end.  I reached around and massaged her pendulous breasts, my cum-covered cock against the small of her back, and that seemed to pull the trigger for her.  Soon she was writhing in orgasm.  We collapsed in a pile on Val's bed, all three of us well-sated. 

That should have been the end of the night's excitement.

But then we heard the lock turning in the outside of the apartment, followed by the door creaking open and slamming shut.  It could only be Fay, their other roommate, who had the other bedroom.  Except she wasn’t supposed to be here.

This could be awkward.