Kathy approached me one night after a wild night of love. “I have to ask you a favor.” “Anything love.” “It involves Beth.” I expected Kathy to ask for me to hook up Beth with a friend, as she seemed a little down after the divorce. She had gone through two loser boyfriends quickly and I had several available friends. “Beth wants to have a baby before it gets too late.” “Beth is only 28, she has plenty of time,” I said. “She wants you to father her child.” Although I had come twice in short order, I instantly became hard. Beth and I had been platonic friends, but I had lusted after her for a long time. The thought of getting to see Beth naked was something I found very exciting. She had breasts Kathy could only dream about. “I take it that the way you’re hardening is an affirmative?” Kathy playfully squeezed my cock and we made it a third time, a first for me. We set the date to a Friday night. Beth was going to join us for dinner, and then Kathy was going to spend the night at her sister’s. About 4:00 PM, Kathy and I took a shower together and Kathy had to keep me away from her. I was hard just thinking about the evening, but Kathy wouldn’t let me waste my semen on anyone but Beth. Beth arrived at 5:00 PM, right on schedule. Both Kathy and Beth wore bluejean shorts and button down short sleeve shirts. Kathy’s was maroon while Beth’s was white. The buttons seemed strained and Beth’s white bra was somewhat visible underneath. We had a great dinner of fish and salad with fresh bread. Between the three of us, two bottles of chardonnay had been consumed and another had been opened. All of us were feeling no pain and had loosened up, which was good. None of us had any experience with this sort of thing. We retired to the living room after dinner, each with a glass of wine and Norah Jones playing soft in the background. I sat in a recliner while the girls sat on the couch. Kathy took another sip of her wine, but then set it down. “I better slow down.” Beth moved back to Kathy’s side of the couch and handed her back the wine glass, saying, “Relax and enjoy, we don’t get together enough.” It wasn’t lost on me that Beth didn’t move back. Kathy moved as if to get up. “I really should leave so you two can…” But Beth put her hands on Kathy’s shoulders. “You don’t have to leave on account of me,” said Beth softly. I watched in amazement as Beth slowly began to massage Kathy’s shoulders and neck. Kathy downed her wine in one gulp, set down her empty glass and shifted on the couch so her back was to Beth and was facing me. Beth continued massaging Kathy’s shoulders, but had scooted closer so her front was molded against Kathy’s back. Kathy’s eyes were closed and she hummed “mmmmmm” under her breath. She loved getting her shoulders and back rubbed by me under any circumstances, but especially when she drank wine. I noticed Beth’s hands had moved down to rub my wife’s upper arms and she kissed the back of her neck softly. She nuzzled up to Kathy’s ear and kissed the lobe while her hands moved to the inside part of the arms, the back of Beth’s hands “inadvertently” brushing the sides of Kathy’s breasts. I had to shift in the chair as my erection was becoming uncomfortable, but was afraid to break the moment. I suddenly saw pink, as Beth’s tongue snaked out of her mouth and danced on Kathy’s ear. She softly nibbled on the lobe while at the same time, her hands moved directly over Kathy’s breasts. Kathy sighed audibly and tilted her head so Beth could nibble her neck. Beth’s hands rubbed the front of my wife and danced down her stomach, fluttering on her thighs for a moment before moving up to her neck. She stroked Kathy’s throat for a moment, then moved down to the blouse unbuttoning as she went. Once completely unbuttoned, Beth pulled the shirt tails out and began to rub each cup of Kathy’s bra. Her mouth nibbled on Kathy’s neck, but her body was not still. She rubbed against Kathy’s back and made a humming sound herself. She rubbed her large, sensitive breasts against my wife’s back while massaging Kathy’s smaller breasts. Beth was now pinching Kathy’s nipples through the bra; something I knew would get Kathy going further. The bra was a front clasp type and I held my breath as Beth quickly undid the clasp and freed Kathy’s 34B breasts. The nipples were pink and hard as erasers. Beth pinched them between her knuckles and looked over Kathy’s shoulder at her chest. She squeezed the whole breast, and then would lightly rub her fingernail over the nipple, causing Kathy to moan. “What does Kathy like?” For the first time, Beth acknowledged me and Kathy opened her eyes, as if she had forgotten I was in the room. “She likes her nipples pinched and bit. Bite them with your teeth.” Kathy moaned and closed her eyes just hearing me say it. Beth pulled Kathy back on the couch and moved her head over Kathy’s shoulder, nibbling the front of her neck, her chest and finally her breasts. Nibbling on the nipples, Kathy’s back arched as Beth’s hands moved down her body, playing in the navel before unsnapping and unzipping the shorts. My wife, who had only had sex once before she met me and had never shown any bisexual tendencies, was moaning like I’d never seen. Her hands were on the back of Beth’s head, stroking and pushing the head into her bosom. Beth sat up and I could see the spittle shining on each breast. Both women stood up and kissed, their tongues plainly visibly sliding into each other’s mouth. Kathy moved her hands from Beth’s head, down her arms and onto the breasts I’d been thinking about for a long time. She stopped kissing and moved around behind Beth, both of them facing me. Kathy’s hands unbuttoned Beth’s blouse and pulled it off. The breasts seemed to swell in the lacy bra before Kathy undid the front clasp and revealed them, finally, to me. Each breast stood firm and perfectly proportioned to her body. The nipples were brown and at least a half inch long. When Kathy pinched the nipples between her finger tips, Beth moaned and her knees buckled slightly. Beth turned around and kissed Kathy again. Both women rubbed their breasts against the other. Beth lowered her head and bit Kathy’s nipples, her hands pulling down my wife’s shorts and panties. I clearly saw how wet the slit was and could now smell the unmistakable odor of sex. Beth’s finger knuckled the slit and twirled Kathy’s clit. The moan’s escaping Kathy’s mouth were continuous now. Beth pulled off her own shorts and panties before moving her head back up and kissing my wife, my sweet innocent wife, right on the lips. Each girl humped the other’s thigh, rubbing their vulvas over the smooth, creamy skin. Beth looked over at me and said, “Are you gonna join us or what?” I looked to Kathy, who gave me a wink before doing something I’ll never forget. She lowered her head and began licking and sucking on Beth’s nipples. Turning Beth so both of were sideways to me, she suckled the nipples with her teeth, pulling them away from the body. The effect was instantaneous. Beth moaned loudly and again her knees buckled. Kathy moved her hands to Beth’s vulva, opening up that pink flower and moving her finger up and down the slit. One finger disappeared while at the same time, Kathy bit down sharply on Beth’s left nipple. Beth began to cum, her pelvis gyrating with my wife’s finger. I stood up and removed my clothes. My cock was so hard, it hurt. The head was red and inflamed. I was afraid to touch it, for fear I would come on the spot. Before I could join in on the fun, Beth admonished me. “Not yet big boy, it’s her turn first.” Kathy lay down on the couch. My wife, who in the past was the most modest person I knew, was naked in my living room with an equally beautiful woman. “Kathy, have you ever tasted pussy?” To my surprise, Kathy nodded yes demurely. “I’ve tasted myself once and awhile.” She looked embarrassed for the first time this whole evening. Beth kneeled on the floor next to Kathy and pinched her wonderfully sensitive pink nipples. She lowered her head and licked them, biting occasionally. One hand inched its way up Kathy’s thigh, finally settling on the light brown mound. Beth moved to the other nipple, which forced her breasts to dangle over Kathy’s navel. Kathy adjusted her pelvis, so Beth’s chest now made contact with her mound. Raising her right knee, Kathy humped up towards one 38D breast. Beth took the hint and climbed on the couch, lying between Kathy’s thighs. Beth rose up on her elbows, rubbing first one and then the other breast into Kathy’s cunt. As Kathy became more and more excited, Beth started thrusting into Kathy, actually fucking with her breasts. One hard, brown nipple would enter and then the other, back and forth. Both girls were breathing heavy, moaning under there breath, when suddenly Kathy started humping up wildly, cumming harder than I’d ever seen. She locked her ankles behind Beth’s back and pulled Beth’s breasts into her pussy. She groaned “Oh my, oh my, oh FUCK, aaaarrrgghhh!” and came, rotating her hips into her good friends chest. Beth kept biting Kathy’s nipples, groaning herself. Once Kathy unlocked her ankles, Beth moved up and dangled her breasts into Kathy’s face. “Taste it! Taste your pussy on my tits!” Kathy wildly licked and sucked not only the nipples, but the whole breast, covering Beth’s chest in spittle. Beth moaned, grinding her nipples into my wife’s, face. I moved towards them, unable to stand anymore. My penis stood up against my belly, the head wet with pre-cum. My own nipples were hard as rocks. Beth’s ass was in the air and her pussy was dribbling juice down her thighs. I planned on entering her from behind, but Kathy stopped me. “Your turn,” was all she said, but that was enough. “Fuck her tit’s, that’s what you want.” It was too. I knew it. Kathy knew it. Beth knew it and lay on her back, squeezing her nipples. I straddled Beth’s stomach, looking down at her breasts shimmering with my wife’s juices. “Do it!” was all Beth could say. Her eyes were half closed and a slight smile crossed her lips. I moved my cock to one breast, scooping up Kathy’s pussy juice with my cock head and rubbing it into one brown, erect nipple. Beth moaned and looked down at my penis pricking her nipple. She grabbed it and guided me between both breasts, mashing both of them around my shaft. I moaned and threw my head back. Titty-fucking was something I had only been able to do with Kathy once or twice, but something I never failed to get off on.