We had had a wonderful evening- visiting with friends, good food, good wine.

Heather and I were just getting into bed in Loris guest room when there was a knock.

Lori walked in wearing a long t-shirt.

She said she just got some new thong underwear and wanted to show us. Heather and I just sat there, not quite knowing how to react as Lori whipped the shirt off and started walking back and forth in just a sexy thong. Lori has one of those pert, cute bodies. High breasts, very round soft place. She looked great. I was especially confounded because several months earlier, before Heather and I hooked up, Lori had turned me down flat. She asked us our opinion. We both told her we liked what we saw. Then, Lori turned out the light and leaned over the bed and kissed Heather. I just watched. I didnt want to ruin the moment by saying anything. I couldnt believe that she was kissing my girlfriend right in front of me. She pulled Heathers t-shirt off and started to play with her breasts. Heather moaned and, as she was wont to do, decided to take charge and grabbed Lori and laid her on the bed. The two women were rubbing up and down each others bodies and I sat there, mesmerized by the sight of them kissing and writhing over each other. Now, Lori decided to take over and rolled Heather onto her back. She kissed her neck and worked her way down to her nipples. Heather is a tall Irish brunette.

She has the best tits I have ever seen- large, round, firm and with perfect nipples. Personally, I could never get enough. Lori took each one in her mouth and sucked it.

Heather closed her eyes and moaned. Lori was still mouthing her breasts when she moved her hand to Heathers softness. Heathers legs fell open for her.

I could feel my breathing getting heavy and couldnt believe my good fortune. When Loris fingers went into her softness, I thought I had died and gone to heaven. But it got better.

Lori began moving down Heathers body, kissing and caressing every inch of her skin. The window was behind them and Heather, laid out on the bed, was lit from behind- a warm, glowing silhouette. As Lori got down between her legs, I knew this was one of those images I would never forget. Lori put her face into Heathers softness. Heathers head rolled back and she started to make these motions with her body. Like waves of feeling washing over her. Her head would lift slightly, then her breasts, and then the wave would reach her hips, grinding them into Loris face. Lori was making noises, also.

She was really into it, her whole mouth sucking and toying- I could hear the sounds. She put a finger in and Heather exploded. Her breasts were shaking, her head rolling back and forth. And I got a first row seat in watching my girlfriends face as she came all over Lori. I couldnt help it I reached out and caressed her breasts as she came. I took one in my mouth and savored. I could feel her quivering and moaning. Her face was so beautiful at that moment.

I wished I could watch her coming like that every time. Heather lay exhausted in the moonlight. Lori got up and crawled over to me, lying on the other side of the bed. She kissed me, putting her tongue in my mouth. I could taste Heather on her.

It was extremely hot. She took my shirt off, too, and started rubbing my body. I was already so hot from watching that I just laid back and let her have her way. I knew Heather was watching me with Lori, like I had done before. When Lori got between my legs, I was already teasing. She lowered her face over my softness and I could feel her breath first, then her tongue on me. She knew what she was doing.

She took a long lap up my whole softness then ran the tip of her tongue around the outside of my warmth. She forced her tongue inside of me, rotating it around. Her whole mouth was covering me, stimulating my lips and personal place.

When she ran her tongue up to my personal place to toy it directly, my hips lifted off the bed. Heather couldnt not participate. She was kissing me and squeezing my tits and pulling on my nipples.

Loris tongue and fingers were making me crazy. I had two women fondling me and sucking me and eating me.

I had never experienced anything like it before. My whole body was engulfed in pleasure. Lori was lapping at my softness when she turned her hand to find my g-spot. I screamed and came all over her.

Heather was kissing and toying my ear as I rocked my body on Loris face and hand. When I was done, Lori climbed up, kissed both of us again, and then left the room.

Heather and I looked at each other, not really understanding what had happened here tonight. We shrugged it off, held each other and went to sleep.