Carolyn and I kissed as we enjoyed the view of her horny friend sitting on the sofa. Sundress pulled down over her bare tits and her legs wide open, exposing her smooth pussy.
She undressed me, slowly, button by button on my shirt, then my trousers. I was naked now, apart from my Calvin's; my huge bulge making a wet patch at its tip. Carolyn was loving putting on a show for her horny friend, who had started to gently gyrate her hips, angling her pussy up towards our gaze. Carolyn moved behind me, kissing my neck, her hands all over my chest, my nipples. Jennifer was transfixed, her eyes focused on the bulge in my boxers.
Carolyn knew what she wanted. She slowly pulled my boxers down, letting my hard on spring out and bounce in front of us. Jennifer let out a lustful moan. 'Fuck, Carolyn, how do you take all that!?' 'You're about to find out' Carolyn responded.
I knew my queue. With Carolyn slowly stroking my swollen length and snaking her fingers round my balls, i stepped forward towards the sofa. Jennifer knew her queue too, and she leant forward, placed her hands on my hips, and started to lick the wet tip of my cock, tasting me for the first time.
Carolyn stepped back, and I watched her undress too, stepping out of her dress to reveal her amazing curves. Her gorgeous tits with nipples already erect. She sat on the sofa next to her friend, laid back, pulled her knickers to one side, and started slowly stroking the length of her pussy. She was going to enjoy what she wanted, to see my use and fuck her best friend, and it was turning her on massively.
I placed my hands on Jennifer's head, taking a handful of her hair and pulling it to one side to make sure i, and Carolyn, could watch her feast on my cock. Her tongue had licked the precum from me, and now she opened her mouth wide and took the swollen end of me in her mouth. Then, taking an extra inch of me with each stroke, she began to suck my cock.
I don't think I have ever been so hard. Jennifer was slowly taking my cock deeper and deeper in her mouth, and Carolyn wash pushing her fingers deeper and deeper into her wet cunt. First one finger, then two, then three.
Jennifer pulled out, her hands still on my hips. She was breathing deeply as she stared at my big cock, her tits rising and falling in that fucking horny way I love when a playmate is so turned on.
'God, your cock feels amazing, Phillip' And with no further comment, she opened wide again and took me as deep as she could, the tip of me now pushing against the narrow entrance to her throat.
'Fuck yes, Jennifer, show me how deep you want me'. She moved her hands round to my bum so she could pull me deeper, immediately gagging as my swollen cock stretched her throat. The sound of her friend gagging on my cock and the sight of her hungrily deep throating me was making Carolyn moan too. She had had to take her fingers out of her cunt, she didn't want to cum yet, and was now pinching her nipples and stroking, massaging her tits.
My horn was raging, too, and I took Jennifer's head in both hands, gripping her hair more tightly now, and I began to fuck her face. And, my God, was she ever up for that. She kept her hands on my bum, digging her nails into me to prevent her from pulling away, and I fucked her mouth with long deep thrusts. Each one deeper than the other, and accompanied by that fucking horny gagging sound as my cock stretched her throat. A stream of gag juices now fell from her mouth, and onto her tits, which drove us all even more wild.
Jennifer was gagging, moaning - so beautiful. And when I pulled out to give her a breath, she looked up at me, d*unk with lust and gasping from the facefucking I was giving her.
I pushed her back onto the sofa. Her head against the backboard, and stepped onto the cushions myself, so I was standing over her, my cock dripping onto her face. But before I could slide my cock back inside her, Carolyn jumped up onto her knees and starting kissing her friend, desperate to taste the juices from my cock.
She stopped as quickly as she had started, jumping off the sofa and throwing cushions onto the floor. I watched in amazement as she knelt between her friends legs and buried her face in her swollen cunt. At that very moment, I grabbed Jennifer again and thrust my cock into her mouth.
Jennifer went wild, thrusting her hips to push her cunt up to meet Carolyn's eager tongue. Moaning, gagging, gagging and moaning as I fucked her deeper and harder than before. And I was in threesome heaven, these two horny housewives turning into dirty sluts before my eyes.
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now that sounds like lots of fun 
