Melanie was the first to make a move, prompting Amy to moan.  Seeing her friend move toward him also seemed to focus her senses – burning through the fog of her lingering orgasm – because she sat up.  The effort did set off an aftershock that made her shudder and whimper, however.

She had enough coordination to push on his butt, encouraging him to get on with kissing her strawberry-blonde friend.

That was all he needed to slip his left hand behind Melanie’s neck when she knee-walked up to him, and place the other on her taut ass.  She simultaneously lifted her right hand to his cheek, and put the other on his side.

Melanie’s kiss was all fiery, passionate need.  James could taste the wonderfully familiar tang of Amy’s pussy on the blonde’s lips, which made the kiss all the hotter.  Their tongues slipped over each other in an intimate dance, and their hands roamed – exploring each other’s bodies.

The blonde broke from the kiss with a gasp, and moved her lips to his neck.  Between kisses on the sensitive skin, she pleaded, “Please.  I need it.  I need it.”

James heard the top of Amy’s tumbler close, and then the sound of it settling on the bedside table.  His ears warmed a little when he realized he hadn’t noticed her retrieving it for a drink amidst the impassioned kiss.

Amy’s fingers curled around his abdomen from behind and she said, “Don’t make her wait.”

When he put one hand behind Melanie’s back, cupped the other beneath her ass, and started to lean, her lips quickly left his neck and she gasped.  She put a hand behind her, and first unfolded, then parted her legs as he lowered her to the mattress.  As much as his mouth was watering for a longer, deeper taste of her pussy, her firm breasts and erect nipples were right there in front of him – calling to him – so he answered.

Melanie cried out as his lips drew her nipple in.

Amy moaned and said, “She’s got two.  Make some room and share.”

James shifted to the right without relaxing his lips whatsoever.  Amy dropped to her hands on the opposite side and immediately sucked Melanie’s left nipple – growling around it.  He felt the blonde’s hand on the back of his head at the same moment as he saw the other grip Amy’s hair.

James and Amy watched each other as they tantalized Melanie’s breasts with their lips and tongues.  There was something deliciously decadent about it, and he could see it in Amy’s eyes.  From the sexual electricity flowing between them, he imagined it was evident in his own eyes as well.

Melanie writhed and moaned from their ministrations.  Her hand caressed his head, but he could see she was pulling Amy’s hair.  It was also painfully obvious that Amy was enjoying it, so he made a mental note of that.  When Amy let her friend’s nipple go to rapidly flicker her tongue over it, he did the same, and the blonde gasped.  When Amy sucked the turgid point again, he went even further, sucking not just her nipple but her entire areola between his lips.

Melanie yelped, and her fingers momentarily tightened to yank as best they could on his short locks.  Not to be outdone, Amy demonstrated that she could suck just as hard.  Melanie’s back arched up from the bed and he could feel the beautiful woman trembling.

Amy lifted her head – still sucking hard – until Melanie’s breast slipped from her lips with a slurping pop.  She leaned toward James, and he let the blonde’s other nipple go when it was obvious Amy wanted a kiss.  Their lips met in a brief crush of passion over Melanie’s rapidly rising and falling breasts.

“Now get down there and eat her pussy,” Amy said before turning her attention back to her friend’s nipple.

Melanie agreed with a high-pitched, “Please!”

Amy’s encouragement and her friend’s pleading combined with his own desire, so James didn’t waste any time moving down between Melanie’s parted legs.  She sucked in several rapid gasps as he lowered himself to her folds.  He drew in the scent of her arousal – which was slightly different from Amy’s, but just as enticing – and then pressed his tongue into her pink little pussy.

Melanie cried out and lifted her hips, pressing her sex against his lips.  Amy sultrily chuckled around her friend’s nipple in response.  James went straight after the best possible taste of her, turning his head sideways to push his tongue deep inside.  For the second time in only a few days, he drank deep of a fresh, new font of pussy nectar, and reveled in it.

With Amy moaning her approval and her friend whimpering hers, he felt no guilt.  Amy wanted this as much as he did.  She wanted him to take pleasure from Melanie, and most certainly wanted him to give it.  He swirled his tongue along the blonde’s walls, lapping for her honey and feeling her squirm.

Sated – for the moment – on her intoxicating juices, he turned his attention to her pleasure.

Melanie let out a wail when his tongue slid up from her canal to her clit.

He flicked his tongue over her hood, occasionally adding pressure to roll the swollen button.  It was hidden a little more deeply beneath its sheath than Amy’s.   She was a different woman, so he experimented.

His tongue lapped and flicked.  He sucked and probed, all the while paying attention to the twitching of her muscles, and the pitch of her cries.  The more prominent hood guarding her clit had apparently resulted in more sensitivity.  The one time he stabbed his tongue beneath the warding fold, her lurch and sharp scream hinted that it was too much.  The trade-off was discovering that the shaft of that little button was more sensitive too.  That sensitivity was a good thing.

James pressed a thumb just above her hood, rocked it back and forth, and put his tongue to work.  She rewarded him with a deep groan followed by a yipe.  Confidence growing that he knew what she needed, he gave it to her.

She let out a shriek.

“He’s so good, isn’t he?” James heard Amy say.

She replied with a loud, “Yes!”

He could hear the mock warning in her voice when Amy asked, “As good as me?”  Melanie only growled in response – the sound jumping an octave when James slurped on her hood.  Amy giggled and then said, “He is. You can say it.”

“Fuck yes!” Melanie screamed.

“So come for him.”

James could feel Amy moving, and when he lifted his eyes, he saw her scooting toward him.  He tilted his head a little while tonguing Melanie’s hood just below her hidden clit, letting the caress of the sheath do the work instead of directly attacking it.  His thumb rocked with varied speed and pressure, massaging her clitoral shaft.

Amy settled in next to him, playfully spanked his ass, and moaned.  “That’s it.  Make her come.”

Having Amy watch him lick her friend’s pussy was oddly exhilarating.  He wondered if she was experiencing the same fascination he’d felt while watching Melanie go down on her.  The most exquisite part had been seeing Amy come, so he picked up the pace of his flashing tongue in pursuit of that goal.  Melanie erupted in a long, warbling cry.

Amy shifted on the bed as he reveled in the signs that the blonde was ascending toward a peak.  She leaned in close, and whispered, “Get your finger wet and tickle her butt.  Don’t push it in, but act like you might.  It drives her crazy.”

He was anything but too prideful to take a tip from her.  A quick swipe of his thumb was all it took to coat it in Melanie’s slippery juices.  Then he pressed it against the iris of her ass.  Melanie sucked in a huge gasp and released it as a yelp.

James circled his thumb over her back door, and could feel the pucker clenching.  Her nether lips twitched beneath his tongue as well – her intimate muscles contracting in response to the threatened intrusion.

Threaten it he did.  Melanie’s writhing amplified, and it took no small amount of coordination to keep both thumbs, his lips, and tongue where he wanted them.  She cried out every time he increased the pressure of the thumb teasing her ass – just shy of overcoming the tight ring’s defenses.

James probed her limits, seeing just how hard he could lick and suck without triggering too sharp of a response, possibly delaying her climax.  It was a delightful, delicious puzzle that drew him in with single-minded purpose.

So much of his attention was focused on finding the keys to her orgasm that he was caught off-guard when it happened.  A loud and quavering wail burst from Melanie’s lips as her thighs clamped down around his head.  Mingled with it was Amy excitedly crying, “Yes!”

Melanie’s hips bucked as her thighs held him with climax-fueled strength, wrenching his head this way and that.  He quickly set his hands to the task of gripping her thighs, somewhat subduing the wild ride.  The moment he was able to do so, he attacked her clit with quick, heavy swipes of his tongue.  Her back arched high from the bed, and she screamed again.

James chased her pussy as she thrashed through her throes – keeping her coming – and thrilling in her cries of ecstasy.  A steady stream of titillating moans from Amy made it all the more gratifying.

He was far from ready to stop when the viselike grip of her thighs released him, and trembling hands tried to push him away.  Amy tugging on his shoulder was the final straw that caused him to relent.  A relieved whimper escaped Melanie as he lifted his lips from her folds.  She curled up to huff for breath and twitch from the aftershocks of her orgasm.

Amy continued to tug on his shoulder, encouraging him to rise up to his knees.  Fingers slippery with her own juices curled around his neck, and she pulled him into a kiss.

“Oh my god,” she said in a rush of words, and then kissed him again.  “That was so hot.”  She growled into the much longer, tongue-wrangling kiss that followed.

She broke from the kiss to playfully lap up her friend’s juices from his chin.

Melanie muttered something he couldn’t understand, which was interrupted in the middle by a whimper.  Amy gave him another quick peck on the lips, and then graced him with a look that was dominated by bright eyes and a jubilant grin, before sitting down next to her friend.

James gave his cock a squeeze to quell its throbbing as he admired the quivering blonde and Amy leaning in to listen.  He still couldn’t make out her words, but apparently Amy could.

She moaned and said, “I know, but just wait until that big, hard cock is deep inside you.”

He plainly heard Melanie whimper, “Oh my god,” as she curled up even tighter.  Amy giggled while stroking her friend’s gorgeous ass.

She glanced over at James, and upon seeing him with his cock in hand, she grinned.  Quick waves of her hand palm down encouraged him to sit, so he did.  She continued to wave as she scooted toward him, so he lay back.  His head had barely touched the mattress before Amy’s tongue slid up his length from root to tip.

James groaned and stroked her hair as Amy slathered her tongue all over him, and occasionally suckled the tip.  At the same time as he heard Melanie groan, and saw the blonde roll onto her back, Amy gave his swollen tip a final kiss, and turned her attention to her friend.

Amy sexily crawled over top of Melanie, and then leaned in for a kiss.  James propped himself up on his elbows to watch the pair swirl their tongues together.  Amy then leaned down even more to whisper in Melanie’s ear.  The blonde glanced at him, and then whimpered.  While he couldn’t hear her words, there was no mistaking the deep, sultry tone with which Amy was whispering.

“Yes,” Melanie quietly answered.

Amy let out a long, purring moan, gave her friend one last peck on the lips, and then sat down next to her.  She met James’ eye, nodded toward the bedside table, and said, “Water.  Please?”

“Both?” he asked as he scooted to the edge of the bed.

Amy answered, “Mmm hmm,” as she helped her friend sit up.

James fetched their water from the bedside table, and then sat down on his side of the bed to have a drink as well.  Though Amy had prepared them before leaving for the gym, the well-insulated tumblers had kept the water inside icy cold, and it would continue to do so for hours.

Any time Amy’s lips weren’t on the spout of her tumbler, they were whispering in Melanie’s ear.  The blonde frequently looked at him, and each time, her eyes fell upon his erection.  Her eyes somehow spoke of both anticipation and trepidation at the same time.

When Amy took her friend’s tumbler, she offered James a smile and licked her lips.  Taking that as a signal, he put his water on the nightstand while Amy did the same.

“Get over here,” Amy said once she turned back around.  She then proceeded to engage Melanie in a hungry kiss, while simultaneously pushing the blonde down toward the mattress.

Cock bouncing in anticipation, James moved toward the two women.  Amy pushed on Melanie’s knee as they kissed, and her friend parted her legs.  That’s when the brunette broke from the kiss, sat down, and beckoned James with waving fingers.

He didn’t need to be told twice.

Amy took hold of his erection, and then bent down to take it in her mouth.  She gave him noisy, sloppy head for a second or two, and then let it pop from between her lips.  As she straightened, she pulled him closer, until he was situated between Melanie’s legs.

“Are you ready?” Amy asked her friend.

“No,” Melanie replied – following it with a nervous chuckle.

Amy guided his cockhead to press against the blonde’s folds.  Melanie gasped from the touch.  Amy’s wetting of his tip in her mouth proved to be unnecessary.  Melanie was soaking wet.  He could feel her slippery juices coating the head of his cock as Amy rubbed it up and down the parting of Melanie’s lips, and he could see her womanly dew glistening in the light.

“Easy,” Amy said as she wriggled his erection into position to penetrate her friend.  Then, she pushed on his butt with the other hand.

Melanie’s eyes shot wide open and she yelped as his cock popped inside her.  Both her hands slapped to the mattress and yanked at the sheets.  Amy’s hand moved from his butt to his hip, but he’d already paused at the moment of penetration due to how the blonde had reacted.  Melanie’s back arched so high that she would have been staring at the headboard behind her – if her eyes hadn’t rolled up in her head mid-scream.

James growled as Amy almost imperceptibly wriggled his cock just inside Melanie’s pussy.  He could feel the blonde’s intimate muscles relaxing as Melanie’s back settled to the mattress.  She was every bit as tight as Amy, and the way she’d instinctively clenched up at the intrusion of his big cock told him that she was going to squeeze him just as tight when she came as well.

He couldn’t wait to make that happen.

Melanie gasped, and then let out a sharp whimper.  As the sound echoed back from the walls, she propped herself up on her elbows, and her eyes once again widened at the sight of his cock stretching her pussy.

Her voice high-pitched and breathless, she said, “Oh my god.”

“It’s only going to get better,” Amy said sultrily.  “Feel it.  Feel the way he’s stretching out that tight little pussy.  Mmm!  Think how good it’s going to feel so deep inside you.”

“Oh god,” Melanie exclaimed as she sank back to the mattress, grasped her breasts in both hands, and squeezed.

Amy continued to stir his cock with slightly larger, circling motions for a second or two more.  Then, her hand moved back to his ass.

When he slipped an inch deeper at Amy’s urging, Melanie cried out, “Ooo-ah!”

Despite the heavenly embrace of Melanie’s pussy and the wondrous vision of her still squeezing her breasts with a look of pure rapture on her face, he sensed Amy looking at him.  She was wearing a naughty grin when he glanced at her.  She squeezed his butt and moaned before looking back at her friend, tugging on his cock, and pushing on his butt.

Melanie absolutely mauled her breasts and her mouth hung open in a silent scream as Amy guided him to slowly bury about half his cock inside the blonde’s tight young pussy.  A trilling whimper finally escaped Melanie when Amy silently instructed him to pause.  The blonde’s left hand slammed to the mattress, while the right shot up to her head and pulled at her locks.  A sudden, violent shudder wracked her body for a second.

Amy said, “Feels so good, doesn’t it?”

Her voice quavering, Melanie responded, “So fucking full!”

James growled loud and long from the sensation of Melanie’s slippery, silky walls molded around him like a second skin.  He could almost feel waves of excitement rolling off Amy as she watched her friend writhing on the bed.

“How does that pussy feel, baby?” Amy asked.

The beginning of the word was another growl when he looked at her and answered, “Amazing.”

“As good as mine?”

Having just watched this play out, and fairly confident that she didn’t have a jealous bone in her body at the moment, he answered, “Oh yeah.”

The way her eyes lit up certainly indicated it was the right answer.  Melanie lifted her head for a moment to look at where they were joined and groaned as her head dropped back to the mattress.

Amy instructed, “Fuck her, baby.”

Melanie gasped as he withdrew.  Amy kept the three fingers curled around the root of his cock and the hand on his buttock in place.  James followed her silent cues, and slowly sank to about the same depth before pulling back for another thrust.

“Ah!  Oh!  Oh!” Melanie whimpered in time with the motion of his hips.

Those slippery walls caressing him, Melanie’s whimpers, and Amy’s quick, excited breaths gave him chills.  After a few strokes, Amy released him and said, “Just like that.”

He maintained the same slow pace and depth as Amy moved toward the head of the bed and turned.  She gave her brunette locks a flip, pushed what strands hadn’t settled over her left shoulder into place, and then leaned over Melanie.

The blonde erupted into a high-pitched moan when Amy fulfilled the fantasy she’d mentioned earlier and started tonguing her friend’s clit.

Amy’s flickering tongue added a new dimension of pleasure for him as well.  The erratic caress felt divine, but watching her go down on her friend was even better.  He was so enthralled with the vision that he was just as surprised as Amy when she stiffened and whimpered.  James lifted his eyes and grinned when he saw that Melanie had taken advantage of her friend’s pussy being within reach to slide her fingers inside.

The slow pace and the control necessary to maintain it kept him from receiving too much pleasure, and allowed him to enjoy the veritable banquet of sights, sounds, and sensations.  Melanie’s stomach muscles tightened in response to his thrusts.  Amy’s incredible ass wiggled.  Both women moaned and whimpered.  The pleasure was evident in their expressions, and Melanie’s face was beginning to show a deepening blush of color.

Amy’s tongue paused for a moment.  She looked up, caught his eye, and mouthed the word faster.  He obliged by nudging the speed of his thrusts a little higher.  Amy smiled in approval and turned her attention back to Melanie’s clit with increased fervor.

Melanie signaled her approval with a far louder and sharper whimper.

Despite the increased, slippery friction and the more frequent brushes of Amy’s tongue, James’ ardor was still in check.  Melanie was breathing harder – ascending her mountain.  She began to twitch from the electric jolts of pleasure shooting through her body.  A growl rumbled in his throat as he anticipated a far better view of her tipping over the edge into climax than he’d had with his head between her thighs.

“Faster,” Amy ordered, barely pausing her tongue to do so.

Melanie cried out in response, “Yes!”

James obliged, but only a few strokes later, Amy repeated her order.  When James again obeyed, Melanie erupted into a yelp.

That’s when he felt the first tickle.  James clenched his teeth and his will.

Amy replaced her tongue with her flashing fingers and asked, “You want more of that big cock, don’t you?”

Melanie yelped again and her hand – still dripping with Amy’s juices – slammed into the mattress to claw at the sheets.

“You want more, don’t you?” Amy repeated more insistently.

“All of–” Melanie cried, but it rose into an inarticulate shriek.

Her voice almost a growl, Amy said, “Fuck her, baby.  Make her come.”

James let out a growling scream as he buried his cock balls deep in Melanie for the first time.  A clap sounded as their flesh collided and his balls slapped against her ass.  Melanie loosed a shocked-sounding scream, and then sucked air back into her lungs with a wheezy gasp.

The tickle had already become an itch.  By the time he’d pounded his cock home twice more, the itch was heating up and spreading.  James leaned back ever so slightly as he withdrew on the next thrust, until he felt the tug on the root of his cock.  It was a trick he’d learned by accident that helped delay orgasm, and he desperately wanted to see the gorgeous blonde come before he did.

Melanie let out loud, whimpering cries with every thrust.  The screams were almost musical in the way they jumped up and down in pitch.  Her breasts bounced and quivered.  Her face grew ruddy with the rising heat of her passion.  Her expression grew tight.

“Yes!  Come for him!” Amy called out, her fingers still strumming her friend’s clit at a frantic pace.

James roared as he fought against his own orgasm while continuing to slam Melanie’s pussy, driving her toward hers.  Just as he thought he was going to lose the battle, she came.

Melanie popped up from the bed with a scream as orgasm ripped through her.  James drove his cock home one last time, and left it buried.  The blonde fell back to the rumpled sheets, where she flopped and thrashed and bucked through the waves of climax assaulting her.  Clipped cries burst from her lips with every spike of ecstasy.

James gritted his teeth, grunted, and growled.  Her wild throes and that tight pussy milking his cock were threatening to push him over the edge as well.  As much as he wanted to see the whole of her beautiful agony play out, he knew it was a losing battle.

Amy must have been able to see it.  “Fill her up.  Come in her pussy.”

“Come in meee!” Melanie echoed.

James surrendered and roared through half a dozen jerky thrusts before his throat tightened and his seed surged up.

An explosive shout burst from his lips as he fell forward, pinning Melanie to the bed with his cock, and flooded her with cum.  Again and again he pulsed, grunting with every ejaculation while Melanie flopped and writhed beneath him.

“Deep in her,” he barely heard Amy excitedly say.  “Give her every drop.”

The burning ecstasy cooled as James dribbled the last of his seed into Melanie’s cream-filled pussy.  Not long after came an even more urgent sensitivity that hit him with little warning.  He reacted instinctively, yanking free of her clinging embrace to sit back on his heels.  When his eyes focused, he saw the first dollop of semen well up from her gaped canal.

He wasn’t the only one to notice.  Amy moaned, and immediately leaned over her friend.  Melanie gasped, bucked and futilely tried to escape the cum-hungry brunette by scooting away.  All she accomplished was making more room for Amy to grab behind her right knee, push it out wide, and dive into her pussy.

James couldn’t resist watching Amy’s tongue swirl through his cum, even though his cock was screaming in protest.  Melanie writhed and whimpered – the sounds sharp, and almost pained.  Amy moaned, lapped up his cream, and probed with her tongue seeking more.

After a minute or so, Melanie let out an especially loud yelp, followed by pushing on her friend’s head and quickly repeating, “Please.  Please.  Please.”

Amy’s moan turned sad, but she relented.  She sat up on her knees, turned to show James her cum-smeared lips and chin, and then licked her lips.

That’s when James groaned, let his eyes drift shut, and fell over on the bed amidst a peal of laughter from Amy.