The three of us lounged there for a few minutes, all entangled. Lisa and I still faced towards the foot of the bed, partially draped over Mark, who had dozed off. I carefully rolled over and reached to the floor to grab my boxers so I could wipe Lisa’s face clean of the cum Mark and I had sprayed all over her. She smiled. She sighed longingly and placed her head sideways on Mark’s pelvis, staring across him and into my eyes, searching.

I was dazed – Lisa was so amazingly hot. I used my hand to gently stroke her long dark hair while connecting with her eyes. She smiled again, lovingly. I smiled back. I quietly whispered “You’re so amazing. Oh man, that was so intense.” Then I looked towards my feet at Mark’s sleeping face and whispered back to her, “Sorry we shot all over you!”

In a slightly raspier whisper she answered, “Mmmm – are you kidding me?! – that was perfect,” then continued in a low voice, “But you know baby, don’t think we’re done with Mark yet!” as she pulled me back over Mark again into a passionate kiss. “He doesn’t know what he’s drunkenly stumbled into – but he’s definitely gonna be our toy for a while now!”

My cock instantly jumped back to attention. She was so sure of what she wanted. So hot. I leaned further over Mark, bringing my face to hers. She was truly amazing.

We grabbed at each other’s faces and kissed for another minute or two — the kiss becoming more and more erotic, more and more intense. She was now quietly moaning again. She slowly rolled her head back, pushing her neck and breasts forward. I gently caressed her shoulders with both my hands while scooting myself up to lean over her and continue the passion, ramping up the intensity, kissing her all over.

Mark was now stirring a little – his legs started to move around, you could see that he was aware we were fired up again and his hands were now roaming all over our legs – both our legs. I admit it was a little odd at first, but he seemed to have lost track of whose legs were whose and was caressing the two of us as if we were one melded body – which totally was turning me on. I remembered back to our gym showers, checking out Mark’s smooth hairless torso when he was unaware, and now he was rubbing my legs naked right next to me.

Mark started to sit himself up and pulled his legs out from between the two of us while Lisa and I kept kissing – this freed up space on the small bed for Lisa to lie down while Mark and I both found ourselves above her, on either side. I looked at him liked I’d looked at Lisa, trying to see into what he was thinking. His eyes were sorta glazed over, but he was smiling, and obviously he too was still hungry for more. He seemed to be asking me permission.

I looked at Lisa. She was completely lost in the situation, eyes barely open with head hanging back, just enjoying the passion. Then I looked back at him, raised my eyebrows acceptingly, gave a nod, and returned to ravaging Lisa’s sexy pert breasts. I guess that nod was permission enough. Mark went to town on her other side, doing the same things I was doing. Then Mark also placed his arm over my back in a light hug, I guess to tell me thank you or something, not sure.

Lisa was in heaven. She had the two of us now driving her crazy. I took her one arm and lifted it up and over her head, pinning it there with my hand while caressing and licking her torso… now slowly tracing my tongue along her side, up and towards her underarm, then back towards her breasts, carefully circling, but avoiding her nipples – using my other hand’s fingertips to gently also tease. Lisa wasn’t that ticklish and this gentle fingertip thing always made her crazy… She started moaning uncontrollably and Mark definitely took notice. He pulled his arm back from over me and started to follow my moves on her. He used his one hand to take her free arm up and over her head and to join with ours, the three of us now all clasping hands over her head, then he and I together went crazy on her breasts, nipples, shoulders, underarms, sides, nipples, breasts, sides, underarms, breasts…. Hands sliding lightly, lips kissing everywhere, occasionally touching our tongue tips on here and there. She was writhing her body all over the place, rocking side to side while we had her arms pinned above her. Lisa started thrashing her legs and pelvis around so Mark and I placed our own bodies, and our throbbing cocks, lightly on either side of her (but still holding half our weight up and off her with our arms. As we did this, Mark and I would occasionally brush our sides slightly against one another as we pinned her tighter — and she kept moaning louder and louder.

We mirrored each other’s moves slowly down her body, eyeing one other across her body with our knowing, sly looks, while she rolled around moaning on the bed out of control. Mark was now taking the lead – his free hand slid down her stomach to her thigh. So my free hand followed suit on the other side… His lips went for one nipple, mine for the other. He licked down towards her navel, so did I – And meanwhile we were both still grinding our rock hard cocks into her legs and sides, ourselves writhing and waving our bodies while licking away (and though I don’t think he noticed, I sure as hell noticed that he and I were lightly rubbing our sides and butts against one another amidst all the motions).

We had to release her arms from over her head in order to move further down her body, which freed her hands to run her fingers caressingly through our hair, while we kept licking… We were moving slowly south, and you could tell she urgently needed more. Her gentle strokes in our hair were becoming more assertive, she was gripping tighter, pushing our heads towards her now totally wet pussy… But we were both smiling at one another across her, knowing we were making her crazy and easily resisting her pushes. Mark even winked at one point as she futilely thrust her pelvis upward trying to close the gap to our mouths – but we resisted, only creeping down her body inch by torturous inch, teasing her, our hands also now lightly stroking her inner thighs.

With our tongues just reaching her navel, we began working our way towards the OUTSIDE of her legs — though she was begging us to go inward, and throwing her pelvis around desperately trying to steer us back in the other direction… Regardless of her pleas, we each pulled our one leg of hers towards us, stretching her apart further and further, caressing the one leg like a trophy, while we gently continued moving our kisses to the outside of her legs (not inward), massaging, stroking, licking, kissing… hovering over her, still grinding our cocks on her smooth legs. When she seemed blind with frustration, we looked at one another and somehow together decided it was time, and both slowly worked our lips inward and over each thigh, each of us towards one side of her dripping cunt.

Mark and I were practically cheek to cheek, but we were lost in Lisa’s body and didn’t notice. I moved my fingers to slowly touch “my” outer lip of her pussy and watched as Mark did the same. Just as we were doing with pulling her legs, we each were now gently pulling apart her pussy lips too…

She went nuts. Violently bucking and tossing. Moaning. Soaking wet.

But our fingers still just gently crept along her lips, teasing up and down while we kissed her legs and held her down tight with our other hands and our bodies… Then, to her great relief, we finally each solidly licked one side of her pussy, and both slightly teased inside her with just a finger, each pushing in a little and pulling her a little bit apart. We gently pulled — stretching, teasing, licking. I licked my fingertip and put it back in her. Mark did the same. She went wild. You could tell she wanted more than just a fingertip, but we held her down and let her moan and moan and moan.

I decided it was time Lisa got fucked – she’d whimpered long enough. I took my hand from her crotch and wiped it dry on the sheet, then ran that hand lightly down Mark’s bare back towards his ass and sorta pulled and guided him – nudging him into action. He looked at me. He wasn’t freaked that I’d touched him – and he definitely got the message…

I smirked… went back to licking my side of her sweet pussy, then started licking and working my way back up towards her face, sliding my now dripping and hungry cock along her smooth side, while Mark sat up and brought his own cock to the edge of her pussy. As I reached her head, I sat up on my knees and offered my cock to her hungry mouth, while checking out Mark. There he was on display, with that sexy taut six pack, and now his 7” cock also barely inside Lisa, teasing her – the scene was making me mental too… I thrust my cock deep into Lisa’s waiting mouth, and she managed to take most all of it in without choking… I positioned myself above her head, so I could watch the action, and leaned a little over her and towards Mark, nodding my okay to him.

He beamed, but moved patiently. He obviously wanted to savor the situation and take his time. Lisa was muttering some begs and moans, though my cock was muffling her. Mark used his hand to wield his cock like a tool, poking the tip of his cock up and down her slit, in and around, barely piercing into her. Making her crazy. She kept sliding herself around, trying to impale onto him, but he was showing incredible self-control for someone who was still probably a bit drunk. I, on the other hand, was now losing control! I leaned over Lisa’s head and buried her face under me (she was still swallowing my cock) as I arched my body tight so I could lick her nipples, which also gave me a chance to check out Mark super close without it seeming too weird. I kept thrusting my pelvis in and out of her willing mouth, getting closer to cumming but sooo wanting to savor this too. Lisa was bouncing around like a total maniac.

I wanted to lick her everywhere. I wanted to taste her juices. I wanted to fuck her mouth. And I also knew I wanted to touch Mark. Would he freak out?

I kept licking her breasts and tight stomach. But now, while on my knees face-pumping her, I thought — fuck it — and took my two hands to grab Mark’s shoulders (like resting on them), as if I needed help with supporting myself as I kept moving my lips and face down her body. He totally went with the flow and let me lean on him like it was no big deal. In fact, Mark got into it and leaned his head back, closing his eyes, and just soaking up more of the feelings, while he kept wielding his tool barely inside Lisa… I licked at Lisa ravenously, which meant I was now lapping my tongue right near his cock that Mark was still using to do all this teasing in her. He just kept at it, poking her pussy only an inch or so, until she was soaking and whimpering.

Now I really wanted to feel more of him – so I started to move my hands down a little – no longer just holding on for “support”. I lightly and slowly slid my hands down his muscular shoulders and torso, towards his abs, but also tried to keep my focus on how my mouth was working its way to her clit (and Mark’s cock up close too!). Mark wasn’t really paying attention to my hands, he was lost in the scene with his head still rolled back and seemingly completely focused on poking his cock into Lisa. He started to push in just a little further.

“Ahh Lisa, you are so hot…” Mark said in a low soothing voice… “Your pussy is so wet. You guys are so sexy. You’re dying for my cock, aren’t you Lisa? Tell me.” Then a moment later, more forcefully, “Tell me.”

“Yessss. Pleeeaaase… yes.” She struggled to get out between her moans and with my cock still muffling her words. “Please – mmmm… plleeeeeaase Maaarkk”…

At this point I was licking past her navel and nearing her clit. My hands were also now flat on Mark’s chest, lightly floating and rubbing across his hard body, which seemed like it was making him even hotter because with her words and my light touches his cock seemed to swelled yet another inch, if that was even possible!

I slid my hands down and around his sides and then across his smooth skin towards his back, just above his butt, while my mouth hit the target, Lisa’s waiting and engorged clit. Seeing that Mark wasn’t freaking on my touches, and now that I was starting to lightly swirl my tongue and gently suck on her clit, I also slid my hands down and over just the top of his tight athletic ass.

It was all so intense, Mark couldn’t wait any longer – he clenched his cheeks tight, which felt awesome as I was grabbing him, and then he firmly, but slowly, pushed his cock all the way deep inside Lisa, while I kept licking and sucking her clit, pulling Mark by his butt forward into her. This left his pelvis an inch from my eyes, and his cock sliding right past my tongue as he started to fuck her while I held on.

Lisa nearly bit my cock with this first full and deep stroke, but then she got it together. She took her own hands and rubbed all over my back, working her hands towards my own butt. She knew how crazy it made me when she was lightly caressing my ass or pulling my cheeks apart, so she went for it while still swallowing me. Mark just kept stroking into her — long, deep, slightly faster. I took Lisa’s caressing on my butt as a guide, and started doing the same gestures to Mark’s butt – which only made him start pounding faster and faster, bumping his abs and pelvis into my head with every thrust, as I kept swirling my tongue on her clit.

I was getting mental – and so close to cumming. I was thrusting my own hips hard, pushing my cock deep into her mouth, while she kept encouraging me further by pulling harder on my ass cheeks. She even took a fingertip and lightly teased my butthole – which made me lurch forward in shock (I’d never felt that before), then after a sec, I relaxed into it. She wasn’t pushing into me or anything, just lightly tapping my hole, and I started to realize it was actually feeling awesome. Licking her, rubbing Mark’s ass with my hands while he pumped, pounding Lisa’s mouth while she pulled at my cheeks, seeing Mark sliding in and out of her – I couldn’t take it much longer. Even Mark was letting all the stops go and had put his two hands on my back and sides for support while now ravenously fucking Lisa silly…

She had almost stopped the sucking motions – her mouth was still locked wet around my cock, but she was too dazed to suck any more – she was busy just breathing and almost cumming – I could tell she was going to explode any second and was laser-focused on Mark’s amazing cock pounding her like crazy while my tongue twirled on her clit. I was ready to cum too though, so I just kept thrusting into her mouth hoping I could just hold back a little longer.

The body gymnastics were too much to be able to see exactly what Mark’s face said, but judging by size of his engorged cock, the power of his thrusts, and the clenching of his hot ass that I was holding onto, he was ready to blow.

Lisa went first… Her mouth had this low rumble then moan, which felt incredible surrounding my cock. Her mouth clamped down tight on me while she threw her body from side to side with now a much, much louder moan, though still muffled by my hard-on. I slid my dick in and out of her mouth a little more, just about to cum myself, while still licking her clit continuously through her incredible orgasm. She was tossing her pelvis, trying to move left and right, while totally squeezing my cheeks, but Mark’s huge cock and my body on top of her had Lisa tightly pinned to the bed. Which was obviously all that Mark needed to see — and with one last outstroke then one last huge thrust forward, Mark, watching Lisa’s frenzied orgasm, let out his own gutteral moan as he dropped his load deep inside her. As he thrust forward and held himself deep against her, I felt his butt clenching with each pulse of cum, and that was it for me… My cock let go five full loads of cum deep down Lisa’s throat. I tried to pull back out of her so she wouldn’t choke on the mouthful but she somehow managed to swallow up every drop while still writhing around, moaning, and grabbing my body.

Mark let out a deep, solid, exhale and then gently slumped forward, basically landing on top of my back to create a three-high sandwich out of the three of us. He was totally spent. Fuck, we ALL were totally spent!

I loved that he had felt okay collapsing on me like that, but we WERE all smothering each other, especially Lisa, so after a few seconds of this I took my arms up Mark’s back, hugged and rubbed him a little, and then pushed him up and over to one side, so we could free up Lisa and untangled ourselves.

Mark rolled to the wall at the edge of the bed with a huge smile on his face and a dazed look. Lisa just lay there with her eyes staring at the ceiling. I slowly moved my face up beside Lisa, gently kissed the side of her one cheek and said thank you, then rolled on my back beside her staring at the ceiling, also lost in thought.