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"Oh, shit!" Sandi said as she watched Gail sucking on me.

I turned myself towards her and slipped my arm around her shoulder. I tilted her head back and kissed her. Her mouth was open, and her lips were big and soft. Our tongues met in her mouth and crushed against each other, licking and probing. Her hand was still on my cock, down near the base of the organ, pressed against my body. Each time Gail slid down with her mouth, she banged into Sandi's hand. Sandi began to coordinate her stroking of my cock: as Gail slid back, she slid her hand forward, jerking me off while Gail was sucking me.

I moved my hand down to Sandi's tit. I lifted it in my hand. It was fat and heavy, unlike Gail's pert, firm breast. I ran my hand across the front of her blouse, feeling the nipple swelling in the center of all the softness. I kneaded the flesh, squeezing it under my fingers. I continued to kiss her and play with her tit while she jerked me off and Gail blew me.

Gail had both her hands at her own breasts, and she clutched them with a burning passion. Her legs were open, and my leg was between them. I pressed my knee forward into the wetness of her cunt. She returned the pressure by sliding down on her chair and pressing her cunt against the cap of my knee. I could feel the wetness of her body against my leg, and heard the tickling scrape of her cunt hair as I moved my knee back and forth. She continued to suck on my cock and squeeze her breasts while humping on the end of my knee.

I moved my hand down from Sandi's tit and placed it on the outside of her slacks, between her legs. I pressed upward, curling my fingers around the mound of her pussy. She opened her legs to accommodate my squeezing fingers. Her cunt was big and wide. I could feel the heat of her body against my hand and I squeezed upward with my fingers.

Sandi moaned in my mouth, and her tongue seemed to stiffen against mine as I squeezed her. She tightened her hold on my cock to reciprocate my squeezing.

I was pumping my hips now, pulling my cock in and out of Gail's open mouth. It felt hot and pleasant as she moved her tongue against the underside of my cock. She nuzzled the tip of her tongue into the opening at the end of my cock, and I felt a burning pleasure spread out from there and run down the entire shaft. My legs began to tremble.

I moved my hand up from Sandi's cunt and slid it down the front of her slacks. She sucked in her stomach as my hand slipped into her slacks. She wasn't wearing any panties, and I touched her cunt immediately. Her pussy was thick with hair, and the inner lips of her cunt were swollen and fat. I slid my middle finger down the crack, wetting it in the juices of her excitement, until I found her cunt. I pushed upward with the finger and lodged myself inside her sweltering body. She moaned again as I pushed upward, and she began to breathe through her mouth even though we were still kissing.

I rubbed my knee up and down between Gail's legs, and I could feel the inner lips of her cunt sliding around the thickness of my knee. Her cunt was soaking wet, and I felt trickles of moisture running down my knee, staining my pants. She continued to blow me and I felt my cockhead bury itself near the back of her throat. Somehow she had managed to get the whole seven inches in her mouth.

Sandi's hand, the one on my cock, was wet from Gail's saliva, so that each time she slid it down the shaft after Gail's retreating mouth, it felt as though a second mouth was giving the organ a second sucking. She squeezed her fingers tightly, and the saliva squished.

I pulled my mouth from Sandi's. "Ladies," I gasped. "We're getting carried away. This is terribly hard-on my back."

Gail pulled her mouth away from my cock. Her lips smacked. "Then," she said with a smile on her wet face, "let's go into the bedroom."

No one objected. I pulled my hand away from Sandi's cunt and patted her on the ass as we walked towards the bedroom. Gail was unbuttoning the rest of her robe as we walked, and my cock stuck out of my pants like a seven-inch compass pointing in the direction of sex.

"Let's keep the light on!" Sandi suggested. "It's dirtier that way!"

Again no one objected. Gail was already naked, and Sandi was well on her way. She had her blouse open and her big round tits hung out. There was a white line that curved across the middle of each breast where her tan ended. Her nipples looked starkly red against the pale whiteness of her tits. She shrugged out of the blouse and began to unbutton her slacks.

Gail was sitting on the edge of the bed, with her legs up and open, and she was masturbating herself and looking at me. She twirled her fingers rapidly, and I could hear the wet noise of her cunt.

My shirt was off and I stepped out of my fallen slacks. I was completely naked. Seeing this, Gail took her hand from her cunt and held her legs open for me. She beckoned me with her hand.

"Come and get it!" she said.

I moved towards her and she lay back on the bed with her legs open and up. Her cunt was wet. The pubic hairs were twisted and coated with perspiration, and the cheeks of her ass looked like twin half-moons under the shadow of her cunt hair.

I bent down and applied my lips to her cunt. She moaned loudly as my tongue snaked from my mouth and buried itself in the lining of her cunt. I felt the wetness of the passageway around my tongue, and I pushed deeply into her body until my mouth was pressed against the fur of her pussy. Her cunt smelled clean and powdered, with just the faintest trace of juice lingering near the thick outer lips.

"Oh," Gail moaned. "Eat me! Eat meeee!"

I wriggled my tongue back and forth inside of her body. I could feel the smooth walls of her cunt against my tongue, and I pushed in and out, biting down against the swollen bud of her clit with the edge of my upper teeth.

I felt something wet and hot around my cock. I lifted my face from Gail's cunt and turned. It was Sandi. She was on her knees, kneeling in front of me. I watched as she pumped her head up and down upon my glistening cock. Her face was crushed against my stomach, and my balls banged against her chin. She slid her arms around my hips and grabbed onto my ass with each hand. She pressed my body into her face and continued to eat my cock.

Gail pushed herself up on her elbows and was looking over my shoulder at Sandi. When I turned back towards her, she pushed my face back down between her legs.

"Eat me," she said. "I want to watch."

I found her clit with my tongue and began to play with it. I pushed it back and forth roughly, lashing and licking it until it was stiff and hard. I parted the delicate folds of the lips with my fingers and exposed the bud to my tongue's direct contact. It looked like a small red nipple down between the flap of her lips.

As I buried my face against Gail's cunt again, I was very aware of Sandi's sucking my cock. Her mouth was wide and soft, and she used her tongue like an expert. I couldn't feel her teeth at alclass="underline" all I felt was the soft, pliant pressure of her puckered lips sliding up and down my cock, and the sensual tickle of her tongue against the packet of nerve endings near the underside of the tip. She supported my balls in her open hand, and guided my ass in and out with the of her other hand.

"Sweet Jesus!" Gail moaned. "I've never watched anyone make love before… It's exciting."

I pushed my tongue from her clit and slid it up her box. She moaned as I moved my tongue back and forth, touching first the back wall of her cunt and then the front. She pressed her body up into me.

"That's it… Allen," she said between moans. "Eat me. Eat my pussy… my cunt… eat my cunt, Allen."

I brought my fingers up to her cunt and pushed one down into the wetness of her pussy. She wriggled as my finger entered her, squirming as though I had impaled her with my cock. My tongue returned to stroking her clitoris, and my single finger pumped in and out of her cunt.