Months after our "abduction" scene, I was lounging around the living room at home with Theresa when she said, "Hey I've got a proposition for you."

"The answer is yes," I said half in jest, assuming she was going to ask for some lovemaking in one form or another.

"Good thing you're not a lawyer," she grinned, "You need to hear what it is before you make a decision."

Intrigued, I sat straighter and perked up my ears.

"Listen, I was talking to Steve the other day," she began. Seeing the question in my eyes, she said, "Yeah, that Steve; I've gotten to know him a little and it turns out he's really a nice guy; he was just really into character when we met him, and it was the character that was a bit of an asshole, not him. Anyway, he asked if we might be willing to help out with creating a fantasy scene for Courtney kind of as a present for her birthday, which is coming up in a couple of weeks. He was really cute about it, obviously a little embarrassed and really nervous about my reaction. I think he was scared that I would reject him and that it was really hard for him to expose himself with something so revealing. He really fumbled around before being able to tell me what he wanted. It really touched my heart and I wanted just to agree to help out for both of us, but I actually said I needed to talk to you and see what your response would be. We talked for a while and he laid out what he had been thinking about. I thought it was so sweet of him to put so much effort into it and honored that he was comfortable enough to ask us to participate."

"Geez," I said, "We really got into the fantasy fulfillment business with a vengeance, didn't we? Just last year, I had no idea anyone had such an intense erotic imaginary life, and now here we are acting out with each other and another couple to boot! It's unbelievable!"

"Yeah, it was really hard to expose myself so deeply, but it really paid off for all of us, didn't it? Courtney really helped me make my fantasies more real, and I think she pushed us to act ours out as a way to help her and Steve get started on their own. I feel honored that they want to include us in their play."

"So what's the scene?" I said, "I'm pretty sure we saw some elements of their "secret desires" during the abduction fantasy you guys set up. I gotta say, I still get hard thinking about what happened that night. I loved the part between me and you, but that scene before I 'rescued' you was really fucking hot for me."

"Yeah, me, too," Theresa agreed. "I was thinking I could be really happy in the middle of the sparks they can strike between the two of them, and I wanted to see if you felt the same way. Sounds like you do. Let me tell you what I got from Steve. Basically, he wants to set it up to cater specifically to Courtney's kink for exhibitionism. Steve says she really got off on showing herself naked to you and him as "the guy who abducted me", but doesn't have any interest in the traditional naked/sexual-in-public version of exhibitionism most people think of when they hear the word. She doesn't have my interest in having sex with strangers, or I guess even acquaintances. Not now, anyway, so she would rather no one touch her but Steve. That part about you fingering her and her sucking you must have been Steve's turn-on that she decided to indulge, but she wouldn't set it up that way, so he would be the only one to physically touch her in the scene he's proposing. He says it would be okay to get really close to her; she would really get off on exposing herself as intimately as possible as long as we don't touch. He suggested that breathing onto sensitive areas and inhaling her scent would be especially arousing for her. Also, he thinks she would go wild if she was able to observe us touching each other sexually from really close range. No specifics there, so I guess it would be up to us to decide how to bring that off. Or is that how to bring each other off?" she giggled. "I have some ideas, and I gotta say I got a bit wet talking to Steve about the possibility, and it's happening again right now! Man!"

"I know what you mean, babe," reaching into my pants and readjusting my stiffening cock so it wasn't bent so sharply. "I am so all-in on this - just tell me when and where!"

"OK, I'm not surprised. I'll tell Steve we're into it and find out when he wants to do it. This won't be a surprise; Courtney is in on the planning stages and there's no playacting storyline to stick to. I've got some ideas about what we can do as a sort of 'exhibition' for her, and I'd like to try out some positions with each other so we don't have to figure that out when we get together. One thing I really want to do though: I was telling Courtney about our first scene when you came home and acted like my lover who came over to fuck, and when I got to the anal sex part, her eyes went big and she got pretty quiet. I'm thinking she hasn't been fucked in the ass yet, and it looks like she's really intrigued but probably a little frightened by the prospect like I was before I did it. I thought it would be really hot for all of us if she could get a good look at your cock going in and all the way out of my ass over and over. Just my impression, but it seems like us getting off during this scene isn't really the point and we should probably figure on waiting until later to come with each other, so mostly what I'm thinking of is primarily for the visual effect, like what I just said. I think it would be unbelievably hot to see you push your cockhead into me and take it out so she could see my asshole open and close around you, but probably not likely something that would make us come, which is fine, right?"

"Yeah, I actually think the restraint and anticipation would increase the experience for us, and we can certainly take care of each other later. Can you find out if seeing or hearing us come is part of her turn-on, though? I'd be willing to give her that experience if it was something she really wanted. Maybe she wants my cum on her or something - we should find out what she wants. Can you ask her directly? I think she might be able to tell you more easily than relaying something like that through Steve."

"Wow, I didn't think of that. To have your cum on her without touching you or you touching her? Man - you're getting me so wet right now! It's totally up to her, but I'll see what she wants and we can take it from there. I could totally suck you until you're close then stroke you off on her tits, yeah, I'd like that. I'm kind of hoping she'd like that, too!" Theresa gave me a grin. "You've got an evil streak, my man! I love it! I'll talk to her and get back to you."

On the weekend a couple of days after Courtney's birthday, Theresa and I were sitting in Steve's living room with him and Courtney, relaxing with some chat and wine. The talk wasn't sexual, and no mention had been made of what we were all anticipating, but the atmosphere was decidedly different from a casual get-together. Soon, Steve rose from his seat and suggested we all adjourn to the den.

When we walked into the room, it was evident that he had taken some time to set it up for the scene we had all had a hand in planning. Handing out some matches, he asked us to help light the many candles he had set up on every horizontal surface in the room. There was a big mattress with just sheets on it in the middle of the area, with many pillows on the couch and two chairs present. Once the candles were burning brightly, Steve turned off the lamps and sat down on the deep sofa with his legs spread wide. The light in the room was bright enough to see very clearly but softer than the electric lights; perfect for the mood he wanted to set.

Courtney stood with her back to Steve, legs touching the sofa between his splayed legs. "I'd like everyone to keep their clothes on until I'm totally bare," she announced with no visible embarrassment, "that will make this sweeter for me." She smiled and sat on the edge of the couch.

She was wearing a white shirt with many black buttons up the front, loose black slacks, and had rid herself of her shoes somewhere between the living room and den. She appeared to be wearing sheer black socks or hose; the tops were not visible. Steve ran his hands lightly over her arms, and then her sides and the front of her torso. He ran his hands over her breasts but did not stop to cup or fondle them. When his fingers went to the top button on her shirt, we were all quiet, almost in a meditative state but keenly anticipating what was to come.

He took his time with the many buttons, opening her shirt to the waistband of her pants, then pulling out its tails and unbuttoning the remaining ones this revealed. Parting the shirt, he revealed an off-white lace teddy and spread the shirt to reveal Courtney's dark nipples visible through the lace's gaps. He took a moment to cup her breasts lightly in his fingers, and lift them up and let them fall back to her chest a few times so the tips of her breasts dragged across the lace lightly, then he took her shirt off her arms as we watched her nipples stiffen with the friction and the cool air against them.

Courtney was silent, surveying us serenely, interested in our reactions, but not at all self-conscious. When her shirt was laid over the arm of the couch, she stood and Steve undid the catch at the waist of her slacks, pulled down her zipper and the loose slacks fell to the floor on their own. Black stockings with a lace band at mid-thigh were revealed, tight enough to stay in place without garters. Courtney looked gravely at us and said, "The stockings don't count as clothes for tonight." then flashed a little grin.

The black triangle of Courtney's pubic thatch visible through the lace teddy was evidence that she was wearing nothing under that revealing garment. She ran her hands over her hipbones, making sure our gaze was centered on her pelvis, then stepped out of her slacks and turned to show us the globes of her ass. Her legs were spread wide enough so that when she bent over for a long kiss with Steve, her black-furred cunt peeked through the lace at us, a sight so delectable that I began to get aroused and I was certain that Theresa was too.

Steve ran his hands up the backs of Courtney's legs and over the swell of her ass cheeks, kneading them and parting them slightly, dipping his fingertips just a bit between them. They continued kissing as he felt down her cleft and found the snaps securing the gusset of the teddy over Courtney's cunt. Undoing the snaps, he tucked the back part of the gusset under the lace over her ass and let the front part hang down. Her cunt was now visible to us, peeking out at us under the globes of her ass. He ran his fingers flat over her cunt, and spread two of them to rub up and down on the outside of her labia majora, massaging the plump tissue under her lush hair. She sighed in contentment as he kept up his ministrations for some time. Presently, he lightly grasped her prominent labia minora and tugged them down gently, eliciting a quiet hum from Courtney's throat. He started kissing her neck, and his fingers moved lower, pinching gently and pulling until he had her clit between his fingers and was pulling its hood down and up like he was milking a small cock. Courtney raised her ass up slightly and spread her legs a bit to give him better access, and her labia began to part, showing the beginning of her pink core to Theresa and I as we gazed raptly in wonder. Steve began to move his fingers side to side over Courtney's pearl, then slid his middle finger between her labia and buried half of it in her presumably wet folds.

Courtney turned her head to the side so we could watch as Steve brought his finger up to her mouth for her to suckle. I heard Theresa gasp and I could almost imagine how I could come without even being touched. My cock throbbed wildly, and I had to reach into my pants and rotate it to stand straight up against my belly to relieve the ache of it being bent down my pant leg. Courtney's labia were spread beautifully, framed by her dark pubic hair, and it was all I could do to pull my hand off my cock so I wasn't tempted to masturbate to climax there and then.

Courtney stood and turned to face us again, a knowing small smile on her lips. She was well aware of the effect she had on us, and was reveling in the power her body had to arouse us with nothing more than the sight of her. She pulled one strap of her teddy down and extricated her arm from it while Steve reached around to cup her breasts so the lace did not fall from over her breasts. She took the other strap off in a similar fashion, and Steve released her, the teddy staying in place for the moment. Courtney began caressing her breasts through the lace, lightly pinching and twisting her nipples, pulling them so they pushed out against the open fabric. She moved the lace enough so each of her nipples found a hole large enough to poke through into the air, then looked over at us with a sultry grin to see what effect she was having on us. I'm sure we looked rapt enough to keep her happy, I felt like every sexual nerve I had was singing.

She peeled the teddy down to the top of her hips where it stopped its descent and cupped her breasts, lifting them and pulling them out toward us, like she was offering them to suck. Oh, how I wanted those stiff points in my mouth right then! I could feel it down into my balls. I moaned involuntarily, and Courtney smiled in satisfaction.

Squeezing a breast in one hand, forefinger and thumb tight around the nipple, Courtney slid her other hand inside the lace of the almost-off teddy and began to caress and rotate her mons. I was painfully aware of the agreement we had made to stay clothed until she was totally bare, and I knew she was postponing that moment to keep us in a state of frustrated arousal for as long as she could manage. She slid one finger between her slick labia, then another. Curling them toward herself, she slid them into her sheath and began fucking herself as we watched. My cock strained against my waistband, clear fluid leaking out of the tip and down over my glans. My God, was she going to make herself come right now? I spared a quick look over to Theresa, took in her flushed cheeks, and mouthed, "Wow!" silently and she nodded at me. Her hand was on her thigh and I imagined how much she wanted to mirror what Courtney was doing to her cunt right now.

Courtney wobbled a bit on her feet, and Steve stood quickly to support her against his chest. He moved her hand away from her breast, and took both into his hands, kneading them and pulling hard on her nipples, stretching her breasts out into points with his strong tugging. He obviously wanted her to come and was doing his best to help make it happen.

Courtney's attention turned inward now, her eyes closed and her hand started slapping faster against her cunt, her wetness audible as she fucked her fingers in and out. In a few moments, she was moaning, then calling out wordlessly with her orgasm. Steve held her close in his arms as she shuddered in release, supporting her as her legs gave way. He let her down gently on the mattress and pulled the bunched teddy down over her hips and off her legs, signaling the rest of us that it was time to disrobe if we wanted to.

There was no hesitation from any of the three still clothed, and we were standing around the bed bare in what I'm sure was record time. Theresa sat on the bed next to Courtney, saying, "You were magnificent, my dear. I wet through my panties watching that! Bravo!"

Courtney opened her eyes and smiled. "I'm glad you liked it. I hoped you would. I really liked it myself."

Theresa glanced over to Steve who was cupping his balls in one hand, softly bouncing his straining penis up and down, pausing at times to stretch his scrotum down and release his cock to slap up against his belly. I don't think he realized what a performance he was putting on for us, he seemed still mesmerized by his lover's recent display. Turning to look down into Courtney's eyes she said playfully, "Steve's so damn hard I'm worried he's going to hurt himself! What a nice hard cock you get to play with just the right size and everything, love the cute head, and looks like he's got just enough foreskin left to do something interesting with!"

"Is there a right size?" Courtney asked, "seems like people are always saying bigger is better."

"Oh, no," admonished Theresa, "Everyone is different, and a nice snug fit in your cunt is important, to be sure, but if the guy's too big, it's too difficult to take him in your ass comfortably."

"You...like that? Anal, I mean. I'm not sure I..."

Theresa laughed. "I know exactly what you mean - I was reluctant to try it for a long time, and only partly because I was worried about discomfort. I love it now, as long as I'm warmed up well and we go slow. Anyway, we digress. Shouldn't we make sure Steve gets to have a nice orgasm also? I'd love to see him come in your mouth, and I bet he'd love it, too. Mmmmm...wait, I know we're hands-off with you tonight, but does that apply to Steve also? I'm ready, willing, and able to help you take care of that erection he's waving around over there."

"We talked about it earlier," Courtney said, "and agreed that he could do anything you all were comfortable with but I asked him not to initiate anything so you didn't feel pressured. Sounds like you don't?"

"Well, right now, Phil and I have agreed that he's the only one to fuck me, but I'm willing to be touched otherwise, and I would surely love to help you suck that cock!"

"I think I'd like that," Courtney said in a low voice and motioned Steve over with a crook of her fingers.

Steve moved onto the bed on his knees close to Courtney's head opposite from where Theresa kneeled at her other shoulder. Theresa reached out and gripped Steve's cock, stroking it gently, squeezing out a few clear drops from the slit at the top.

'Do you like swallowing cum?" Theresa asked Courtney. "I think there's going to be a lot of it soon, and I'd love to see it in your mouth."

Both Steve and Courtney made involuntary noises deep in their throats. Courtney ventured, "Um, yeah, well I do..."

And Theresa grinned, "Well, not everyone's "cup of tea" as they say, but I just love it. Hope there's a little left for me to get a taste when you're done."

Steve's eyes looked unfocused and he just moaned with anticipation. Theresa is a great one for setting the bar in advance - "thinking about it is half the fun" she often says.

She pulled Steve's cock down and pointed it toward Courtney's mouth. "Get a little closer," she instructed Steve, "and reach under her head and lift her up onto your cock. She's not in a good position to do much moving."

Steve complied and both he and Courtney hummed as her lips contacted his glans and he pulled her mouth halfway onto his erection.

"Jesus, that's so hot," Theresa enthused, and continued to direct the play: "move her back and forth slowly...gently...yeah, just like that...ooh, I think I'm gonna melt just watching you two!"

Theresa slipped two fingers deep into her cunt as she looked on, rubbing her mons with her palm as her fingers bottomed out in her cunt. She removed them and brought her hand up to Steve's face. "Here," she said, "clean these off for me, okay?" with a little smile.

His eyebrows shot up, but he quickly bent his head to capture Theresa's fingers in his mouth and sucked lustily on them. Courtney moaned around his cock, also affected by the display. "Mmmm...I wondered if you'd like that," Theresa said to her.

Steve continued to move Courtney's head slowly up and down, her cheeks hollowed with the force of her suction every time he lowered her. He groaned and crooned endearments to her too softly for me to hear.

After a minute or two, Theresa said "Hey, can I have a bit of that, honey?" with just a hint of pleading.

Courtney pushed up lightly on Steve's hipbone and he laid her head back on the mattress and withdrew from her mouth, straightening up on his knees and letting his cock point up at Theresa. She took the invitation and gripped his cock, slick with Courtney's saliva, and stroked it, gathering enough skin from his shaft to roll up his glans beneath her fingers and keep the friction low enough on the head to be comfortable.

"I need you in my mouth," she said and she bent down, off-hand on the bed to keep her breasts from brushing Courtney's belly and she engulfed Steve's cock in one smooth motion. She sucked him faster than the rhythm he had initiated with Courtney, keeping her fingers in tight to her lips, letting the head of his cock withdraw from her lips to be gripped by her circling fingers, managing to keep his tip in contact with her lips each time she withdrew. She poured on the power, gripping him firmly and stroking with an even tempo. She was making little humming noises every time she took him deep in her mouth, and Steve began to moan in response, twining his fingers in the hair at the nape of her neck to urge her on.

"Fuck, that's hot, girl," Courtney breathed, rapt as she viewed her lover's cock pumping between Theresa's lips from below.

Presently, Theresa pulled her mouth off his cock, continued stroking him in her fist, and said to Courtney, "Turn on your side, dear, and you can finish him off. I think I got him close for you."

Courtney did as instructed, turning to face Steve and rising up on an elbow so she would have the leverage to move how she wished. Theresa released Steve's erection and gave him a little push to urge him down on his side facing Courtney, his pelvis level with her face.

Courtney gave a little growl and gripped his root, swallowing his cock slowly, pulling her mouth off to lick him up and down, slicking him all over with saliva. Satisfied with her ministrations, she then engulfed the part of his cock rising above her fingers circling his base, and started sucking in earnest. Theresa leaned down so her mouth was near Courtney's ear. "You're magnificent," she said, "my cunt's getting wet again watching you. Make him come in your mouth - show me how you do him, honey."

Courtney mumbled something made incoherent by the shaft filling her mouth, and Theresa got up and walked around the bed to climb in behind Steve, still staring at Courtney's lips sliding on his cock.

Theresa rubbed Steve's back, murmuring something to him I couldn't catch, and caressed his ass with her other hand. Courtney kicked her rhythm and intensity up a notch and Steve threw his head back, moaning, "Fuck, Cort, you're gonna...I'm gonna..." and subsided into moans. He gripped the sheets hard with one hand and bucked his hips at his lover's face.

Theresa turned, scooped up one of the bottles of lube that Steve had thoughtfully left in convenient places around the bed, and slipped the fingers of one hand between the cheeks of Steve's ass. She moved her hand around a bit then gripped his ass firmly. Steve let out a loud "Ohhh...God!" and rolled his hips as Courtney re-positioned herself to accommodate his increased thrusting, keeping her hand firmly encircling his cock and plunging her mouth up and down faster.

"I put a finger in his ass," Theresa informed the room, "and I think he likes it!"

Courtney's eyes snapped open and focused on Theresa's face in wonder or in question, it was hard to tell.

"Never did that before, huh?" Theresa smiled and kept moving her hand back and forth between Steve's cleft. "You should try it sometime - see how much he likes it?"

Indeed, Steve was liking something that was going on. He took Courtney's head in both hands, bucked up into her mouth, one, two, three, four times, and called out in a strangled cry, "Oh...oh...oh...ooohhh...Fuck!" and I knew he was spilling his semen into Courtney's mouth.

Theresa extricated her hand from Steve's ass and leaned over so her face was an inch away from where Courtney still captured Steve's cock between her lips. "Don't swallow it all, girl, I want to see his cum in your mouth! Now take him out so I can get a little myself!"

Courtney complied with Theresa's request, pulling Steve's cock from between her lips and pointing it up so a small stream of semen dripped down his shaft from the head. She opened her mouth and moved her tongue up a little, showing Theresa the small white pool of cum remaining in her mouth, then closed up as Theresa gripped Steve's cock, her throat working as she swallowed his seed.

Theresa pulled Steve's cock from base to just under the head, pushing out another small stream of cum from his slit, bent over, and sucked it off him with relish. She released him and licked off her fingers, swallowing again with a "cat got the cream" expression, and said in wonder, "You are just the hottest thing, babe," looking at Courtney with glowing affection. "I just loved watching you suck him and take his cream."

Theresa walked back around the bed and lay down next to Courtney, looking at her back which was still turned.

"I hope you'd like to watch me come," Theresa said to Courtney, "because right now I need to lie back and let Phil eat me until I make his face all wet."

That got Courtney's attention, and she rolled over so she could see Theresa and me. "I think I'd like that," she said.

Theresa laughed and said, "You like watching as well as being watched, don't you?" and Courtney just nodded in assent.

Taking my cue, I climbed between Theresa's legs which she had conveniently left open for me. Knowing she was quite aroused already, I parted her thatch to expose her luscious labia and dove in, sucking them entirely into my mouth, licking over them from top to bottom, allowing them to stay closed for the moment. I sucked on them, pulling out to stretch them, then moved up to do the same with her clit, leaving it covered with its hood and capturing it between my lips, applying a soft suction. I suckled her like this for a while, enjoying her small murmurs of pleasure, reveling in the sensation of her labia filling my mouth.

I pulled back, eliciting a disappointed "Awww" and parted her lips with my thumbs so I could get a short glimpse of her exquisite open cunt glistening in the candlelight before I resumed my oral ministrations. I am always in awe of sight Theresa's cunt when it's engorged and open, and wish I could spend minutes gazing at it, but contented myself with a short time of rubbing my thumb over the pearl of her clit to keep her impatience at a low ebb while I gazed at her open core.

I finally lowered my face again and slid my tongue flat between her labia and licked deliberately up to swirl it over her clit. Keeping a slow pace, I laved her from bottom to top, giving special attention to her clit each time my tongue rose to the top of her lips.

She was humming now and Courtney was entranced. "Keep that up, Phil," she instructed, "this is so damn hot!"

Not that I needed the encouragement, but I continued to lick Theresa, taking in her heady musk scent and loving her taste as I always do. She was on the stronger, earthier side today, which is my preference, but I always love Theresa's cunt whatever part of her cycle she is in.

I glanced over to see Steve's hand slip under Courtney's ass so he could gently caress her labia with his fingers, just a nice gentle pressure to keep her arousal simmering, not looking to make her come. Courtney sighed and pushed up against him as they both looked on.

I bent to my task, speeding up my pace and slipping my tongue into Theresa's cunt slightly when I was able. I didn't expend any effort to try to make her cunt visible to the spectators, as they seemed more taken with watching the effect on my lover, her facial expression, vocalizations, and the flush starting to spread over her chest now. I was happy they didn't care about seeing what my tongue was doing, as I feel the best cunnilingus is a whole mouth experience and therefore totally obscures the view for onlookers.

I sucked her labia in again, pulling up on them, then licking down and between to lave her clit before sucking in and up on her lips again. I concentrated on just sucking up and licking back down, a little faster now, then keeping it steady, hearing Theresa getting more aroused as I worked. I decided on no fingers in her cunt today; it was an off and on thing for us, sometimes she likes it, sometimes not. I thought I wouldn't distract her now as she sounded like she was close to getting off and probably didn't need any extra help; I figured I didn't want to put her off if she wasn't into it today.

Courtney was talking to Theresa, telling her how beautiful she was and how hot seeing us make love was for her. Theresa was beyond words at this point, cooing and moaning as I lavished her cunt with my love and attention. Did I mention that I love licking her cunt? I could do this for a long time and love every minute of it.

I realized Courtney's words were pushing Theresa's arousal higher and higher. Courtney noted this and now was telling Theresa how much she wanted to see her come, how much she wanted to hear her wail when I brought her to climax with my tongue. I was licking and sucking faster now, and certainly was willing to take some credit for Theresa's spiraling moans, but I knew that Courtney was pushing her over the edge faster than she would have gone from my mouth alone.

"Ooooh...ooooh...ooooh...AAAAAAAHHH!" Theresa came with a torrent of sound and a little gush of cream in my mouth. I continued sucking her gently, taking all of her labia and clit into my mouth at once, applying suction as she shuddered, calmed, and shuddered again in a long and obviously satisfying orgasm.

We all lay down on the bed, hugging in our coupled pairs as we took some time to come back to ourselves after another sweet experience.

"Hey Court," Steve spoke up after a while, "I want to show these guys how lovely you are from the rearview. I'd really like that if you don't mind."

All of us were aware that this was the second core part of the plan that Courtney had made when this scene was being planned, the first being her initial masturbation performance. I thought it was sweet of Steve, though, to give her an opportunity to back out if she was getting cold feet at this point in the evening.

Courtney gave him a wide smile and replied, "I guess I could help you out with that, dude."

"OK, Steve directed, "turn over and get up on hands and knees and I'll show them why I love you this way so much."

We moved to the side of the bed to give Courtney room for this maneuver and were rewarded with the sight of her rear presented to us, back flat and parallel to the bed, pushing up on straightened arms. Her breasts swaying beneath her chest like ripe peaches from a tree branch, the tips pointy and nipples beginning to swell and protrude. I longed to cup one in my palm and tweak the hardening bud in my fingers but managed to resist the impulse. Her black stockings set off the creamy globes of her ass just a few inches above.

Courtney's knees were just barely spread, and Steve told her, "Yeah, just like that for now," while caressing her back with both hands. He continued the light back massage for a short while, then ran his hands over her bottom and down the backs of her legs. He was at her side and facing us to her rear, and I got the impression he had practiced this in order to be able to display her effectively without fumbling now when it counted. He lightly massaged her bottom with one hand, reaching under her with the other to caress her belly and breasts.

He brought his hands back to her legs, fingers on the insides of her them now, fingertips brushing across her pubic bush and dipping fractionally into the cleft of her buttocks then up to her back again. He continued this soft massage/titillation, warming all of us up for what I anticipated was to be the main event on Courtney's evening agenda. He mesmerized Theresa and me with his slow sweeping movements, then slowed and stopped with his hands on Courtney's lower back.

"Spread your legs, babe," he directed and she did just that.

He paused to lube the fingers of one hand parted her hair with his other hand and slid the slick fingers along Courtney's labia, opening and slicking them. He pulled one of her lips out, revealing a pink line down her center, then pulled the other lip in the opposite direction. He opened her cunt to us, displaying her spread-wide labia with their dark pink edges shading to conch shell pink at her core. My cock had subsided to half-hard but now stiffened again to full tumescence. Courtney's lips were not as long as Theresa's but generous and attractively "butterfly wings" shaped. This was the most erotic sight I had ever seen in person other than Theresa. There was one word that came to mind, and I said it: "Perfect, that's just perfect, Courtney."

"Mmmm...yeah," Theresa agreed, "you're way hot, babe."

Courtney preened in appreciation. She arched her back, lifting her ass, and spread her legs wider, thrusting her bottom back toward us. She was presenting, like a proud lioness in estrus and it was breathtaking. Steve, continuing to hold Courtney's labia wide, encouraged us to get nearer: "Come take a closer look, guys," and I willingly complied brushing past Theresa to put my face within an inch of Courtney's cunt.

I inhaled deeply, saying, "God, I love your scent," and began exhaling long, soft breaths onto her vulva, starting where her labia met at the perineum and slowly working my way down. When I reached her clit area, Steve managed somehow to pull her clitoral hood down with his little fingers, exposing her pearl. I kept in place and repeatedly blew warm air over her clit head and she moaned in pleasure. Keeping my mouth close to her core so she could feel my breath when I spoke, I asked Steve to spread Courtney's ass cheeks for me, and he slid his hands up to do so.

Digging his fingers into the cleft of her buttocks, Steve pulled them wide and exposed her crinkled anus to my view. She had little hair there, so nothing impeded my gaze of the long, deeply defined ridges of her anal star. I moved in and began breathing on her in the same way as I had her cunt, and she made a quizzical sound initially, then subtly questioning hums, " Mmm?...mmm?...mmm?" as though she was pleasantly surprised that she felt more comfortable with this attention than she had anticipated.

I quit blowing air over her asshole and started talking to her. "I really want to put out my tongue and run it over your rosebud," I said, and I was close enough to actually contact her there if I fully extended my tongue. I was very aroused, my cock was straining. "I'd like to open your ass with it and push it in as far as I can get it, slide it in and out until you tell me to stop."

"Fuck, Phil, nobody's ever done that to me before..." Courtney replied.

"It feels so much better than you would think," Theresa interjected, "Believe me, I know. If you can just get over the idea of it, it's pretty damn mindblowing. Now," she said directing her words to me, "get out of the way and let me get close to that pretty bottom!"

I did so and Theresa moved in close to Courtney's ass. I lay down near Courtney's side so I could feast my eyes on her lovely dependent breasts and heard Theresa sweetly say, "Pussy, please," to Steve who dutifully moved his hands down to open Courtney's labia. I presently heard Theresa breathing loudly.

"Oh, oh, oh," Courtney squealed every time Theresa breathed out, and I looked down under Courtney's belly to see Theresa blowing strongly through pursed lips directly onto Courtney's clit.

"Ah, ah, stop...stop, please," she pleaded, 'that's too much right now, but with a nice warm tongue after every few breaths or so, I think it might be really awesome."

"I would so much like to lick you from top to bottom right now!" Theresa said playfully. She looked up at Steve. "About the blowing and licking thing?" she said, "Listen and learn dude, listen and learn."

She moved away from Courtney's rear and said, "Wow, that was just amazing girl. I've never been that close to the "nether side" of a woman before, and I'm thinking I could maybe get used to it. You are flat-out drop-dead gorgeous with your ass in the air like that. Thank you so much!"

"Yeah," I said, "you are magnificent."

Theresa laughed merrily, "And his cock is saying exactly the same thing! I've never seen it harder than this, and it's all for you, honey."

Courtney didn't actually blush, but she was wearing a pretty self-satisfied smile on her face and absolutely nothing else.

"You wanna lie down and take it easy for a while?" Theresa asked her. "Phil and I would like to show you a few things if you're into it"

"Oh yeah, I'm ready for someone else to be "on" for a bit," she replied, and turned over and collapsed into the mattress.

"Put your arms at your sides, and your hands on your belly, or maybe even your pussy if you're so inclined," Theresa instructed her, "I don't want to bump you when I'm getting into place."

Theresa straddled Courtney in a pre-69 position, pubis just above her face, and her face hovering over Courtney's bush but did not sink down to make contact. "OK, I'm ready," Theresa said to me and I moved so I was at Courtney's head, reaching out to run two fingers up between Theresa's labia, then sliding them into her flowing cunt.

'Damn, you ain't just kidding, are you?" I said playfully and carefully positioned myself with my knees just to either side of Courtney's head so my jutting cock was nestled between Theresa's cunt lips. Courtney's eyes were riveted on our genitals hovering just out of reach above her. I rolled my hips forward and my cockhead slipped easily into Theresa's cunt. I stopped when just the head was in, and Theresa asked Courtney how she wanted us to proceed.

"This is all for you, honey. Just tell us what you want to see..."

"Oh," said Courtney, "just, just the head Phil, let me see it come out of her. And can you slide it up and down her slit? I'd like to see you spread her with your cockhead."

Her words were my command and I did exactly as she said. She cooed softly as she watched and I kept fucking Theresa with just my glans, pausing to slide between her labia every so often.

'God, that's awesome," Courtney breathed, obviously indulging her voyeur side now and liking it. "Can you go...deeper?" I pushed in halfway. "Ooooh...put it in all the way!" and I surged forward and bottomed out in Theresa's cunt. Gripping both her hipbones, I started fucking her with hard, short strokes, pulling out only an inch or so before slamming forward again, flattening Theresa's ass against my legs and making it jiggle with my efforts.

Courtney was moaning now, and Theresa informed me, "Steve's licking her now while she watches us fuck." Somehow listening to Theresa describe the action made it all the more erotic, and Courtney's moans indicated that she agreed.

Theresa pushed her ass up against me hard and kept it there, so I stopped thrusting and held still with my cock in her balls deep. "I'm gonna pull off now, Phil," she announced, "but I want you to stay right there."

Somehow, she extricated herself without getting tangled up with anyone, and the result was that my hard cock shining with Theresa's cream was bobbing just above Courtney's face.

Theresa turned around at Courtney's side and took my cock into her mouth slowly sucking off all her juices while Courtney stared from inches away, her mouth open in a little "o" and I wondered if she was imagining sucking a wet cock like Theresa was doing. "God, I taste fine," she grinned up at me, "don't I babe?"

The only response available to me was, "You surely do, my dear - come up here and give me a little." Theresa rose up and kissed me, thrusting her tongue deep in my mouth to suck.

Below us we heard Courtney sighing with a small sweet orgasm from Steve's questing tongue.

Breaking away, Theresa looked down lovingly at Courtney and said, "Just one more thing," with a wicked grin, something that had become a bit of a catchphrase between her and me while making love, something serious but also playful that we had repeated ever since our first fantasy role play.

"You might want to move and let us have center stage, you guys," she said, speaking to both Steve and Courtney. "I think you'll have a better view from the sides. I want Phil to fuck my ass now, and I'd like both of you to have a clear view of how we do it. Educational, right?" she giggled and positioned herself on her knees in the middle of the bed after they cleared the space. She gathered a couple of pillows, crossing her arms on them, then lowering her torso to lay her head down on her arms, leaving her ass tilted up alluringly.

Having grabbed a bottle of lube during the repositioning, I asked Theresa, "Do you mind if Steve gets you ready? If he's willing, of course," and I looked questioningly at him.

'Fuck...I...yeah, that would be hot," Theresa admitted, "Do you call that 'hands-on training'?" She smirked, inordinately amused with her own attempt at humor. The rest of us groaned in feigned disgust and everyone laughed.

I motioned Steve closer and held out the lube bottle, squeezing out a large dollop onto his fingers. I spread Theresa's ass cheek for him, exposing her anus, and said, "Spread it out all around her hole," I instructed, "just massage lightly at first, get everything nice and slick."

He did so and after a little while, Theresa sighed and pushed her bottom out against his hand a little. "That's a good sign that she's ready for more," I said, "give me your fingers again." I put more lube on them. "The key to this is to make sure to use enough lube - if you can feel friction, it's probably painful for your partner. When in doubt, more lube. Worst to happen is things get messy, but messy is a lot better than painful."

As Steve applied the lube to Theresa's asshole, I said, "Go ahead and push a finger in a little. Make sure you are pushing a little lube with it, then kind of press sideways a little like you're opening her ass a bit and just go around the ring like that." He carefully did just what I said, and I have to admit it turned me on to see his finger in Theresa's ass and hear her humming in appreciation. I looked down at Courtney and found her staring intently at Steve's finger, her hand moving between her thighs. She likes it, too, I thought.

Theresa gave signs of liking it even more as she pushed her ass back. Steve didn't get her message, so I told him it was time to slide his finger in deeper, but first pull out and lube up more.

Like a dutiful student, Steve did exactly as I instructed, pushing more lube into Theresa's anus as his finger entered her to the first knuckle. "More," Theresa breathed, and Steve slid his finger in one more knuckle deep.

"Now fuck her slowly with it," I said, telling him how I would do it if it were my finger. "Give it a little circular motion and make sure she's nice and slippery for my cock."

Courtney mewled slightly, clearly getting off both on the visual aspect of her lover finger fucking Theresa's lovely ass, but also my verbal commentary on how to do it.

I applied a line of lube onto the top of my hard cock, making sure Courtney had a clear view of the process. Her eyes moved from Theresa's ass to my cock as I slowly spread the lube and stroked my cock to spread it over the whole surface. Steve's attention was rapt on his finger slowly fucking Theresa's asshole.

"You like how her ass feels around your finger?" I asked Steve and he replied with a strangled, "Fuck, yeah!" while Courtney's breath caught in her throat and I think her fingers danced faster between her legs. I forebore to suggest that he apply the same technique to Courtney's ass in the near future, thinking that they were both considering it right now without any encouragement from me.

"OK," I said, "time for my cock now, Steve. Thanks for helping us out." He gulped and withdrew his finger. I think the fact that his fingering was just a prelude to our anal fucking and gone right out of his head as the sensation of having his digit tight in a "forbidden" passage had overwhelmed him. He and Courtney bent closer as I applied another dollop of lube directly to the head of my cock and pressed it straight onto Theresa's anus.

"Fuck, Phil....that's...my God..." Courtney stammered as I pushed firmly against Theresa's rosebud, and with all the activity and preparation, her ass opened around my glans and I slipped in easily. I stopped, saying, "I just want to give her time to get used to me. She's looser than usual tonight because we're so turned on by you guys, so maybe if you want to try this, you should take a little longer. Just remember, more lube and more time makes it better. Everybody likes more, right?"

I pulled my cockhead slowly out, Courtney gasping as the flange of it reappeared first, then Theresa's anus contracted and pushed it out in a rush. I pulled back so they could watch as her asshole closed up again, repeated the lube dollop on my glans, and pushed it back in again. Feeling like I had enough lubrication, I fucked her ass slowly with just the head of my cock, making it more of a titillating visual experience for Steve and Courtney rather than something that would bring either Theresa or me to orgasm. They were both transfixed by the sight of Theresa's ass opening to accept me and closing down again when I withdrew. I kept my hand around the base of my erection as I needed to keep my cock aligned correctly so I could give our friends a good show.

"Can you take him deeper?" Courtney asked Theresa in a small voice.

"Oh yeah, especially now after all that preliminary." my lover replied.

I pushed in just the head of my cock again, then thrust another inch in slowly, withdrew a bit, and slid in some more. Courtney's eyes got big, but she didn't utter a sound. I figured she was imagining Steve's cock pushing into her ass, and I wondered what she thought about that possibility. I didn't have any question about what Steve was thinking as I looked over and saw him stroking his cock firmly, obviously imagining his own cock in Theresa's ass. I thought he might spurt his cum on Theresa's ass cheek right next to me if he wasn't careful.

I continued to go a bit deeper with every thrust until my pubic hair was brushing up against Theresa's buttocks. Courtney gasped when I bottomed out, and I asked Theresa, "Ready, babe?" and she gave me a heartfelt affirmative "MmmHmmm!"

I started at a moderate pace, pulling only a couple of inches out before sliding back to the hilt. "I really love how your rosebud squeezes my root," I told Theresa, giving some advice to Steve at the same time, "I love being so deep inside you."

Theresa stopped the humming in her throat to say, "It's really great tonight honey." Then as if she just considered it, "Hey, Court - would you like to see Phil come on your breasts tonight? I could bring him close in my ass and stroke him off on you if that sounds good." She must have planned on suggesting this earlier, as I couldn't imagine that she would have been able to formulate the idea and express it coherently while we were fucking. I sure wouldn't have been able to.

"Damn, Theresa, you're too fucking much," Courtney said admiringly. "I don't know..." she looked at Steve. He was in a bit of a daze and seemed to have difficulty finding words, but just nodded encouragingly at her. "Yeah...." she said slowly, "I think that might be pretty...interesting."

I started thrusting faster, staying with the short, sharp jabs, and felt my balls tighten as I let my arousal heighten. This was almost too much for Steve, who gave a muffled curse and took his hand off his prick which jerked wildly without spurting cum on Theresa's ass. I figured it was a close-run thing and smiled to myself.

"Hey, Courtney," Theresa called, "when I pull off his cock, lie down and I'll stroke him off on you." She continued to thrust her ass back onto my cock, pulling away to get a longer stroke, then pushing back all the way until her ass slapped my legs. My cock was swelling and I was getting closer, and wondering if Theresa could feel it too.

Suddenly, she moved away from me, leaving my cock bouncing in the cool air. She moved behind me pressing her breasts to my back and putting her arm around me to keep me upright on my knees. "Closer," she ordered tersely to Courtney who maneuvered herself so one breast was directly under my cock. My cock was so slick with lube that Theresa was able to slam her fist over me from head to root without friction.

Murmuring into my ear, she told me that she was, "Doing this just like you do," and, "I'm gonna masturbate you right onto those pretty tits," and "I want your white cum all over her brown nipples - she wants to rub it into her chest after you come," and other sexual crooning that I couldn't process as I jerked, cried out and came in hard spurts onto Courtney while she encouraged me, "Yes, come for me Phil, give me that cum...rrrr that's so hot!"

I watched Courtney start rubbing my semen into her chest, then Theresa pushed me over to my back, straddled my head with her legs, rubbing her cunt down on my face, and taking the tip of my cock into her mouth, sucking the last drops of cum from me. I weakly thought that it probably wasn't the best hygienic practice for her to be sucking me right after I had been in her ass, but I didn't have the strength to object.

From the sounds Courtney and Steve were making, I assumed they were fucking somewhere very near me, but I could see nothing but Theresa's sweet ass as I furiously licked her cunt and she writhed on top of me. It seemed to take no time at all before she was shuddering in climax, then collapsed on me. I was happy to have her so obviously transported by her experiences, but I was going to have trouble breathing pretty soon if I didn't move out from under her. I got her to roll over, and took a while to watch Courtney on top of Steve, fucking him quickly, her breasts bouncing alluringly with each thrust. As much as I would have liked to watch them fuck until they came, I figured that now was probably the best time to leave as it would be nice for them to be alone when they came to after lovemaking.

I got up, gathered Theresa's and my clothes together, and persuaded her to get up and come into the living room with me.

"Here," I said, giving Theresa her clothes and shoes. While we dressed, I told her what I thought about leaving them alone before they were done fucking, and she agreed but was just a little grumpy about me rousting her out of bed before she was ready to move.

As we left, we heard Courtney singing out as she reached for her release, and we smiled at each other at the sweet sound. We went down the walk to our car and I wondered if there were to be more times ahead that we would be making this stroll completely sated as we were tonight.