I couldn’t wait to meet up with Mr. D’Angelo. That Friday I hung out with Karen. We smoked some pot and ended up going to a porno movie. It was my idea. The theatre wasn’t that crowded maybe 20 people were there. We sat in the very last row, no one was around us. We had walked in during the middle of the movie. We were buzzed laughing and joking around. It was Karen’s first XXX movie. I guess we were drawing attention to ourselves as some guys would turn around to see who was making all the noise. In between movies a guy got up and moved into our row on Karen’s side. We were watching the movie when Karen whispered to me to look at the guy on her left. I looked over and could see he was playing with himself. He saw us looking but didn’t stop. I went back to watching the movie on the screen. Karen whispered to me let’s just stare at him and see what happens. We stopped watching the movie and were both watching him. He looked right us. He kept jerking off until he came. Then he just got up and left.
We went back to watching the movie. In the next scene the guy had a big cock. Karen laughed and whispered to me “reminds me of Mr. D.”. I said me too.
After the movie, in the car, Karen and I discussed the movies we saw. In one of the scenes there was a 3 some scene between 2 guys and a girl. I asked Karen if she would try that. She said yes. We both agreed we would try a threesome either way, 2 guys or 2 girls. Karen changed the subject and started talking about Mr. D. She said it was the best sex she ever had and wouldn’t mind doing it again with him. She did say she was a little sore the next day. I said I know what you mean. I told her I was meeting him that Tuesday. Karen joked about coming with me. We both laughed.
As she was getting out of the car, I asked her did you really want to go with me Tuesday or were you just kidding? She said she would if I would. I told her it was ok with me if she wanted to go.
All that talk had made me horny. When I got home, I took off my clothes and immediately played with myself until I had an orgasm. It didn’t take too long.
It was Tuesday morning and I was getting ready to go to work. Karen had agreed to meet me. I couldn’t wait, I was very excited about what could or would happen. I didn’t think Mr. D would mind me bringing Karen. After all what old guy wouldn’t want to fuck two young girls (Karen was 17 and I was 18). I put on the tight blue dress that Mr. D had asked me to wear with my newly purchased lingerie.
Karen and I had gone shopping that weekend. Karen always looked sexy and I wanted her opinion as I wanted to look “hot” for Tuesday. I ended up with a matching black lacy bikini panties and bra. I also purchased black thigh high stockings to complete the look. Normally I wouldn’t buy anything like that. I was changing, I was becoming less shy and enjoying being sexy. I was enjoying being “bad”. Karen also bought sexy lingerie. She ended up with a leopard print matching set. That day she wore a black short leather skirt, with the same black thigh high stockings as me and a beige colored sweater. She looked hot. If she were to walk down the street, I am sure she would cause accidents…lol When I picked her up, I must confess, I was excited by the prospect of seeing her naked. I had fantasized all week about watching Mr. D. fuck her.
On the drive over Karen and I smoked pot. I think we were both a little nervous and this helped. At one point, Karen said I can’t believe we are doing this. All I could say was: I know. We arrived at the short stay hotel a few minutes late. When I pulled in I saw Mr. D’s car right away and he was still sitting in the car. I parked next to him. He got out of his car and walked around to my window. I rolled down my window to talk to him.
Mr. D – Hey Kat, I see you bought Karen with you.
Me – Is that ok?
Mr. D, smiling – Well of course. Give me a minute to get us a room.
He went inside to get a room. Karen and I waited awkwardly in the car, neither one of us said a thing.
I am glad no one was in the parking lot as we got out of the car and walked to the room. They would have thought we were 2 hookers the way we were dressed. Once inside it was obvious that it was a cheap hotel. At least it had a big bed.
Mr. D. – So what a pleasant surprise to see you again Karen. Both you girls look so hot, so sexy. I love both your outfits. So I guess you both want to have some fun, am I right?
Karen and I – Yes
Mr. D. – I can tell you girls have been smoking, got anymore on you?
Karen – sure. She produced a lighter and a joint from her purse. Mr. D sat in the middle of the bed and we each sat next to him. Karen lit the joint took a hit then passed it to Mr. D. We shared the joint along with some small talk.
Mr. D. – So have you girls ever done anything like this?
We both said no at the same time.
Mr. D. – I didn’t think so. How do you girls want to do this? One at a time or…
Before he said anymore I blurted out “Yeah, one at a time”. I had wanted to watch him fuck Karen.
Mr. D. – so girls, we need to get this party started. Who is going to go first?
We both reacted the same way. We looked at each other and said doesn’t matter to me.
Mr. D. – Well then, I guess I’ll have to decide. Stand up and let me get a good look at you both. OK now turn around. Very nice, VERY Nice!! I don’t know which one to fuck first, as he laughed. Kat, why don’t you help Karen take off sweater.
I looked at Karen and she gave me a little nod of approval. I started to reach for her when Mr. D. said no hun stand behind her so I can get a nice view.
Doing as told, I moved behind her and lifted her sweater over her head. Karen fixed her hair by fluffing it with her hands.
“I love leopard print”, he said as he was looking at her bra. Now Karen, switch places with Kat and help her out of her dress.
She undid the clasp and unzipped my dress as it fell to the floor. Leaving my standing in my black pumps with only my black lacy panties, matching black bra and black thigh highs.
Mr. D – very nice Kat you look so damn sexy in black, doesn’t she Karen? Turn around, yes indeed; I love blonds in black lingerie.
Karen – I helped her pick it out. She does look great in it.
Well Kat, we have to even it off now don’t we? Take off Karen’s skirt. I did and put my dress and both her sweater and skirt on the dresser.
Mr. D – Both of you two look so hot, I wish I had a camera. Come here closer to me.
He placed his right hand on my breast and his left on Karen’s. He squeezed both our breasts at first lightly then more firmly. He was mirroring his hands on both of us as he slowly, gently moved his hand down to our panties. He was rubbing our pussies through our panties and it felt so good. Karen let out a low “mmm” noise.
Mr. D – I think Karen is ready, Am I right Karen?
“Mmmm, yes” replied Karen.
Mr. D. – Kat take off Karen’s bra.
She turned her back towards me and I undid the clasp to her bra. Mr. D continued to rub us both. I took off her bra and threw it in the direction of our clothes. I didn’t look at her. I was self conscious about looking at her. I just looked back at Mr. D. He must have noticed as he said, Kat look at how perky Karen’s tits are. So I had to look. She did have nice perky tits and I wasn’t the only aroused one as I noticed her nipples. Her nipples were more pinkish in tone then mine. Her areolas and nipples were both smaller than mine. She was also very fair skinned like me. I looked back at Mr. D and when his hands slowly traveled upwards towards her breasts, I just watched. He cupped them and squeezed, tweaked and lightly pinched her nipples. It was a turn on watching Mr. D. and Karen. He leaned into her and began licking her nipples very softly and erotically. Karen let out another “mmm”. He would look at me on occasion making sure I was watching. I wasn’t about to take my eyes off them. It was such a sexy scene that I had fantasized about. I sat down on the bed and just continued watching.
At that point Mr. D stood up and took off his shirt. Karen took off her shoes leaving her in her black thigh high stockings and leopard print panties. Then she went down on her knees in front of him. My mind raced to a scene in a porno movie I Had seen of two girls blowing a guy. However I didn’t know what to do as my usual self consciousness set in. I just sat there watching as Karen reached for his belt.
Mr. D – So I guess you want to watch first huh Kat. Still a little shy. Well you’re not shy are you Karen. Mr. D. centered himself in front of me on an angle so I could see better. Karen was now undoing his belt and pulled it right out of his pants throwing it on the side. I watched as Karen was unbuttoning his pants and pulling his zipper down. I could see the “want” in her eyes. Next his pants fell to his ankles, as my eyes were watching her hands. She tugged downward on his boxers and out flopped his big, thick, semi-hard cock. Karen wrapped her left hand around his meat. She was playing with his cock with her hand.
Mr. D. – You going to show Kat how good a little cock sucker you are, aren’t you?
With that Karen began licking the shaft of his cock as she was holding it in her hand. She licked the head circling her tongue as she looked up at him. She began bobbing her head while holding his meaty cock in her hand. She would alternate using her hand and sucking the head of his cock in her mouth.
Mr. D. – mmmm that a girl.
She began taking more of his cock down her throat, more than I could that’s for sure. It was wild watching as his cock began to grow harder, bigger and fatter. Mr. D. would look over at me now and then. Karen was focused on the task at hand. After his dick got good and hard, Mr. D. stopped Karen and she stood up. He played with her tits and told her to lie on the bed. I got up and he pulled the covers down before she sat on the edge of the right side of the bed. I sat on the end of the left side. Mr. D. held his cock in his hand and walked over to Karen and told her to suck his cock a little more. Karen bent over and opened her mouth as Mr. D. fed her his cock. That lasted just a couple minutes. He told Karen to “take off those panties”. She did but kept her legs closed until Mr. D spread her legs wide open. At that point I saw her pussy clearly and just about like everything else about Karen it was pretty. She was completely shaven. She had practically no pussy lips just a pretty slit (Mr. D’s term for it). Mr. D. gently rubbed her pussy with his middle finger on her clit. Then he wiggled his finger left to right. Karen let out a low moan. He ran his finger up and down and said you’re already wet. Then he inserted his finger inside her, finger fucking her. When Mr. D. looked over at me I was so excited watching, that I began to squeeze my own breasts over my bra. Mr. D. took his finger out of her and grabbed his big cock. He looked at me stroking his cock and said, “take off your bra, Kat”. I was submissive and with Mr. D. being older and my big boss at work….well, I did as told.
Mr. D. – Spoken as he was rubbing his big, fat cock head on Karen’s slit. Kat show Karen those gorgeous tits of yours. I stood up and faced her. “Karen, doesn’t Kat have beautiful big tits?
Karen – Yes, damn girl you do have some big tits.
I was very aroused as evidenced by my protruding nipples.
Mr. D. – Kat show Karen how you play with your tits. I went back to fondling my own breasts, pulling at my nipples as I looked at Karen then back at Mr. D’s cock.
Mr. D. – Kat take off your panties.
They were both watching me. It was ok by me, I wanted to get naked, I was so horny at that point. I took off my black panties and like Karen left on my thigh highs.
Mr. D. – Kat, rub your pussy for us.
I was standing at the side of the bed in view of them both. They were watching me and I was watching them.
Mr. D. was alternately rubbing his cock on Karen’s pussy and stroking his cock. Karen was fondling her own breasts and when his cock was rubbed on her clit, “mmm’ing”.
I could see Mr. D. start to insert himself into Karen.
Karen – Do you have a condom?
Mr. D. – No, I don’t, should I stop and fuck Kat instead.
Karen – ummm…no….but just don’t cum inside me, ok?
Mr. D. began the process of slowly inserting his big, thick cock into Karen. He would hold it and lean forward. I knew what that felt like. It takes a little “getting use to” but once you do, “ohhhh” what a feeling.
I was totally focused on watching his cock penetrate her as I was rubbing my own clit.
With each forward thrust Karen would make a “mmm” sound. Once Mr. D. reached the half way point the” mmm’s” switched to “ohhhh’s”.
Karen – “Ohhhh, your cock is so big”.
Mr. D. – You both have such nice tight pussies.
Mr. D.’s hand came off his cock and he was now slowly fucking Karen. I, being self conscious, continued to play with myself but would stop before my reaching orgasm.
Karen was definitely more vocal then me. With every inward thrust she would react: “ohhhh” then “mmmm” then “ohhh fuck”, “god”….”yes”….
After about 5 minutes, Mr. D. said let’s change positions so that “Kat can have some fun too”.
He lay down on the bed and then told Karen to get on top of him. She was facing him. He told me to “come over here and sit on his face”. I did so and even though I wanted to face Karen my shyness had me sitting facing the same direction as her. Mr. D. immediately began to lick my pussy. His hands reached up as he was playing with my tits. I heard Karen moaning. I was so ready to have my pussy paid attention to. Mr. D.’s hands left my tits as he leaned forward and took Karen’s hand. He moved her hands on my breasts from behind me. I had fantasized about this happening and now it was. Karen was playing with my tits as she leaned forward still fucking Mr. D. She was moaning as she was playing with my tits. Mr. D’s tongue was on my clit and I loved it.
We changed positions so that Karen and I were now facing each other. Karen was still riding Mr. D. but now I was playing with her tits and she got to enjoy the double sensation. Mr. D. was alternating between using his fingers to finger fuck me and using his mouth to lick my pussy. I was enjoying grabbing Karen’s perky breasts and squeezing as she bounced on Mr. D.
Mr. D started to focus on my clit with both his fingers and mouth. He started to finger fuck me with 2 fingers. Then he tongued my clit, I had my 1st orgasm of the day. I got off his face.
Mr. D. then placed both his hands on Karen’s waist as he was now picking up the pace. He was bouncing her up and down on his cock, each upwards thrust pushed more of his fat cock into Karen.
Karen – “OHHHH, OHHHH”, her pleasure moans were getting louder.
I was enjoying watching Karen’s tits bounce up and down. Mr. D’s hands were now squeezing Karen’s tits. She was now keeping pace on her own.
Karen – “OHHH, OHHHH, AHHHHHHHHHH”, she grinded down hard and fast on him as she had an orgasm.
Karen rolled off of him. Mr. D. jerked off his cock and told Karen to suck his cock. Karen went right to it. She grabbed it and started to suck his cock jerking it with her hand just like Mr. D. had done.
Mr. D. – “That’s it, oh yeah, oh yeah, OH YEAHHHH”. Mr. D was cumming in Karen’s mouth as she held her face on his cock while jerking him off vigorously with her hand. Karen quickly ran into the bathroom, I could hear her spitting out his cum and running the water. When she came back Mr. D. cleaned up in the bathroom. Round 1 was finished…
Karen came back to the bed and said to me, “that was fun”. Mr. D. came back and stood by the foot of the bed.
Mr. D. – My turn to watch girls. I want to see you both kiss.
I sort of froze. I had wondered if this might happen. Karen looked at me and leaned into me and gave me a quick kiss.
Mr. D. – You can do better than that.
It was like time has stopped as Karen leaned into me once more. We kissed the same way as Karen pulled back but then she leaned in again and we were peak kissing each other on the lips as we both pulled back each time.
Mr. D. – No, I mean a kiss, kiss.
Karen looked at me with an “I will if you will” kind of expression and head nod. I slightly nodded showing my approval. She moved closer to me, leaned into me and we began a passionate kiss. She introduced her tongue to mine. My mind already began to wonder, how far will this go? All I knew was that I was making out with another girl and I liked it.
Mr. D. – That’s more like it.
Karen was definitely bolder than me. She moved her hand onto my breast. She was very sensuous. Her touch was light and soft. Then she began squeezing my breast more firmly.
Mr. D. – What do you think, nice tits huh Karen.
Karen – Kat, you do have nice tits. She lowered her head and began to lick and suck my nipple. As she was doing it I began to think that I wanted to this to her. Mr. D. was sitting on the bed watching us. Karen’s one hand started to make its way slowly down my body. I didn’t mind, I was so hot. Her hand found my pussy. Karen was playing with my pussy.
Me – “ummm”
Mr. D. watching realized I was enjoying it all, told Karen to “lick my pussy”.
Karen did as told and immediately went down on me. I was running my hands through her hair, she was driving me crazy.
Me – “ohhh, mmmm”
Mr. D. moved closer to me. He was slowly jerking his cock right by me face. I reached out and replaced his hand with my hand. As I was playing with his cock, I felt Karen’s finger go inside me. Karen was finger fucking me while licking my clit. Mr. D put his cock in my mouth as I began sucking on his big cockhead. Mr. D. was holding his cock as I sucked it.
It didn’t take long before I began twitching and OHHHH’ing as a result of the orgasm Karen gave me.
Mr. D. – Ok Kat, why don’t you return the favor to Karen.
Karen and I switched positions. I got a chance to do to her what she did to me. I fantasized about this and I wasn’t disappointed. I remember thinking, wow I am about to lick Karen’s pussy. Then my tongue began to explore. I began by licking softly circling her clit. Soon I was eating her in earnest. I also began finger fucking her as I was going down on her. Karen had Mr. D’s now hard cock in her mouth. I remember living in the moment and burning this site into my memory. The difference between Karen and I is that she was more vocal. Her UMMM and AHHH and OHHHHs were more regular and louder.
I felt proud of myself for giving her an earth shattering orgasm. Once Karen recovered, Mr. D. re-positioned us. I was in the doggy position. Karen was lying at the head of the bed legs spread wide. My face was buried in her pussy. Mr. D was behind me as he began to insert that big, fat cock of his into my tight little pussy. I was so ready for him to fuck me. He started slow as it took me time to get use to that big cock of his again. Now I was the vocal one. With each thrust, OHHH, MMMMM… Trust me, it was impossible to keep silent with that sized cock entering your body. At this point, through my moans, I still managed to pleasure Karen’s pussy. Mr. D, started to fuck me harder. I was now just enjoying the fucking. Karen got up and Mr. D. took the opportunity to re-position us. This time Karen was lying on the bed with her head at the foot of the bed. I was in the 69 position with Karen. Karen was alternately licking my pussy and Mr. D’s cock. He was still fucking me doggy style when Karen wasn’t sucking his cock. I was able to lick Karen’s pussy in this position. When I gave her a 2nd orgasm, her body shook and she was loudly saying OHHHHHH, OHHHHH, OHHHH GOD!!!
Now it was my turn. Mr. D. began fucking me harder and faster. I was now the one moaning loudly. I thought I was going to die from pleasure when Karen started to rub my clit with her fingers as Mr.D. was pounding me.OHH, OHHH, OHH GOD!! OHHH GOD!!!! OHHHHHHHHHHHHHHHHHH, I had an incredible orgasm.
As I was recovering, Mr. D. stood up and called Karen over. He told her to suck his cock. She was on her knees and he was feeding her his cock. Karen could definitely take more of his cock in her mouth than I. I was watching in amazement.
Mr D – You’re not going to let Karen have all the fun, are you Kat? Come on over here.
I got down on my knees next to Karen.
Mr D – Let Kat have a little taste. My heart was pounding with anticipation as Karen handed me his cock. I began to lick the head of his cock. I would bob my head on his cock then hand it over to Karen who would do the same.
Mr. D – I am gonna cum, open up your mouths and stick out you tongues. We did and he sprayed his cum on our faces and tongues. We both swallowed what landed on our tongues. Mr. D asked us to kiss and we did. Mr D. pretty much ran out of there as he had to go. We all cleaned up and left. The ride home was awkward we didn’t really talk.
Karen ended up getting a job at ITT. Our friendship was never the same. Mr. D left the company a couple weeks after Karen got hired. I was dating my future husband.
I did have more adventures and I plan to continue writing here.

---