Sandy’s hands were now tangled in my hair and pushing me down. Her silence was broken by a deep moaning sigh and then a series of staccato gasps, increasing in pitch as they did in volume. All illusion of my being in control was gone as her hips bucked across my face and it was all I could do to continue to breathe.

Her orgasm culminated with a hard upward thrust and she lifted both me and her hips clean off the floor as she gave a ragged gasping moan and her thighs clamped down over my ears so tightly as to even hurt a little. The strong whip was followed by a few aftershocks that slowly subsided in length and intensity.

As my vision cleared and the blood rushed back into my head, I looked up at two smiling faces. Sandy had the bemused look of someone who was just happy with the world and wanted to enjoy it, but Gina had a different look. Some of it was the look I had come to associate with Gina and sex, a look that made me think of the smile someone has a few minutes after they get off a roller coaster, when they can still remember how it felt but they are just beginning to look forward to the next ride.

The other part could only be described as pride. A teacher’s pride in her student. She wasn’t jealous or upset that I had just had my face buried in another girl’s pussy, just proud that I had done well at it.

Sandy spoke first. “Oh my fucking God! I swear I haven’t felt like that in years, if ever. That was the wildest thing!” She broke off and pulled Gina down for a kiss while I pulled myself up next to her. I just watched as the two of them kissed each other and it was at that point that I realized something. Just as Gina had shown no jealousy of me going down on Sandy, I was feeling no anxiety as they kissed each other. Which reminded me of something I had thought a few minutes before.

“Um, so how long? I mean, you know, I had no idea, I just…”

Gina saved me from my nervous talking syndrome. “You mean when did your girlfriend seduce your best friend? About two weeks ago. That night you had to close and Sandy gave me a ride home. We talked forever, and Missy fell asleep, and you were working…”

“Are you mad Lance?” Sandy asked me. I think she knew better and I know Gina did, but she still asked. She seemed a little uncertain, and with a moment’s thought I realized that it was only half about me. Gina really had “seduced” my best friend. A story I would get out of Gina later. “It just kind of happened. I was going to tell you, but Gina wanted to make it a surprise and…”

“Do I look mad?” I leaned in and kissed first her and then Gina. “I’m thrilled. Don’t you know how long I’ve wanted to get between your legs?”

“She knows. She has known the whole time.” Gina pulled me down and lay down next to me so that I was lying in between the two girls. “And she’s wanted you too. For just about as long. But she didn’t want to be your first. Something about a sense of responsibility and decorum. Something I obviously am not troubled by.”

“Thank God,” I said, turning first left and then right to kiss them both. “What’s that line at the very end of Casablanca? The one about friendships?”

Oh no,” groaned Gina with a false dismay, “Don’t start that. Not hear and not now. Put that mouth back to work doing better things.” Gina pulled my head down into her chest.

Of course, I knew the line. I also knew what Gina would most likely do. I could rest later. I sucked her familiar tit into my mouth and nibbled lightly. Sandy began to run her hands up and down my body from behind me. The erection that had gone somewhat half-mast as I concentrated on eating Sandy’s pussy and then recovering began to stiffen and grow again with the stroking motion of her hands as they approached my waist.

As Sandy began to run her hands over the cheeks of my ass I heard her kiss Gina above me and then her lips and teeth were at my neck. She nibbled back and forth while I continued to attack Gina’s breasts with my mouth. I also knew that Gina loved the way it felt on her breasts and thighs when I had left a shadow of beard on my face the way I had this afternoon. Just rough enough to heighten the pleasure without being abrasive is what she would say.

Sandy’s oral attentions had begun to migrate down my back, and one of her hands was cupping the left cheek of my ass and squeezing. I hated it when she stopped and let go but my dismay quickly left me as the girls pushed me flat on my back and kissed each other over my chest.

Gina cocked an eyebrow at Sandy and she smiled back and gave a slight nod. Gina looked me in the eyes, smiles and ran her tongue left to right across her teeth. “Baby,” she said, “I know you are going to like this.”

As she said it I felt the first light touch of Sandy’s tongue on my cock. As Gina moved down to be face to face with Sandy and my harder than ever before dick resting between them I realized I was about to experience the secret wish of every guy watching best girlfriends saunter through the mall with that “we share everything” attitude.

Gina and Sandy moved together and began to kiss on either side of my hard shaft. It was almost as though they were kissing each other and my cock just happened to be in the way.

Their two tongues twirled about me, covering every side and little spot as the saliva from their open mouths began to slicken my cock and create a feeling that I don’t think I had ever even been able to dream about, it was so inconceivable.

Their mouths moved up and down the sides, wet and warm, stroking me with the lips from their half open mouths. Neither made any move to relieve my tension by taking me fully into her mouth, a method that simply made greater my desire to see and feel it. Every few moments they would pause to kiss each other and then return to driving me mad.

Gina was running her hands all about me and my thighs while Sandy had kept her left hand grasping the base of my cock and guiding it in the direction she chose this entire time. Although it seemed an overwhelming eternity, I knew that it had only been a few minutes since I felt that first light touch of Sandy’s tongue.

Both girls slowed their motions down and came to a stop to indulge in a long French kiss in the air above me before I finally got what I had been hoping for when it became obvious what was about to happen. Sandy took her grip on the base of my hard dick and directed the head of my cock into Gina’s open mouth.

Gina sucked me hard into her mouth and slipped the head about halfway into her throat. She then pulled up in a long slow motion while still sucking hard. The head of my hard cock slipped out of her mouth with an audible “pop”. She circled the ridge with her tongue and then pulled away. Sandy leaned forward.

I watched in awe as a scene I had imagined in a thousand idle fantasies came true. Sandy slipped her lips lightly over my head and slid the length of my shaft into her warm mouth.

She did it with a lighter and looser feel than Gina did. Whereas Gina felt as though she was devouring me with every motion, Sandy was more leisurely, taking time to savor the feelings and run her tongue across the side and bottom while gently sliding up and down. It was a more passive approach but equally pleasurable. I moaned softly with the slow tremor that traveled up my body as Sandy used her mouth to make love to my cock. After a couple of minutes of this exquisite torture she once again presented me as a target to Gina.

Gina attacked my cock as though it had become the prize in a competition. She began to pump me hard in and out for a moment before she gave me an appraising look and then sought out eye contact with Sandy. I felt certain I knew what was about to happen and I braced myself against the pleasure so that I could watch Sandy.

Gina took a couple of light strokes to prepare herself and then slammed me hard into her throat until her lips came to rest against the fingers that Sandy still had wrapped around the base of my cock.

I saw Sandy’s eyes go wide as she realized what this meant and how much of me was in Gina’s mouth. I knew how she felt, for even now I was always surprised when Gina did this. By Sandy’s reaction, I could tell that Gina had not revealed all of her secrets.

Gina began to thrust me deep into her throat with the long, powerful strokes that I could never resist, and I knew my time was short before I would explode.

Each time her lips traveled all the way down to Sandy’s fingers and each time I watched this I felt myself closer to the edge. I wondered if I should say something, though I felt certain that Gina knew exactly how I was feeling and probably had as good an idea of how much I could stand as I myself did.

Sure enough, just as I was sure I was hitting that point of no return; Gina slowed and began to ease off. She pulled me out of her mouth with a grin for me, and a wink for Sandy.

“Shall we make him work for it Sandy?”

“All I know is that I need that fucking cock in my pussy, NOW!” Sandy put her hands on my chest and pushed me back towards the floor. She swung one leg over me while Gina scrambled out of the way, and reached behind her to guide my swollen cock into her. She was so warm it was almost a burning sensation to enter her. I watched with fascination as my sweet older friend began to rock back and forth on my hard prick that was buried in her cunt.

“Oh my God, yes, oh Lance, you have no idea how bad I wanted this.” Sandy had her eyes closed and was looking up at the ceiling with her head thrown back and her blond hair sweeping over her shoulders. I lifted my hands to pinch her nipples and the resulting spasm and sharp intake of breath was most rewarding. I was really getting into watching Sandy ride me when my view was suddenly blocked.

Gina must have gotten tired of the lack of attention being paid to her most intimate part.