And pull my dick I did. The two of them were quite a sight. Lisa's face was flushed, her eyes closed while Beth licked and sucked her pink nipples, sliding across to give each her attention. Lisa's legs were trembling and her knees seemed to be drifting apart.

Beth, too, was showing enthusiasm as she nibbled and caressed. Her own dark nipples, surprisingly long for her tidy little boobs, looked like pencils, and bent over as she was her tight ass projected nicely.

A moment later she looked sideways at me.

"Not that I mind the view, but don't be shy, John. You don't have to keep your hands to yourself."

She didn't need to say it twice. I moved behind her and reached around to caress, just brush really, those round, firm little tits.

Impressively her nipples actually got even harder when I touched them. Encouraged, I took them in my fingers and gently tweaked.

Beth immediately sighed and shifted her weight, pushing back into me. My hard cock was suddenly nestled between her buttocks.

"Hmm," she said "A lucious girl in front of me and a man behind me."

She wiggled, and the pulse that went through me must have been apparent, because she stopped.

"Whoa, there John. Not just yet -- unless you really want to."

I wasn't ready yet, so we both held our hips still until the moment passed. My hands stayed busy, stroking Beth's hemispherical boobs and playing with her amazing nipples. She, in turn, was keeping Lisa happy by lapping at her breasts and suckinq Lisa's shorter but fatter nipples.

"Shouldn't we move this to the bed?" asked Lisa softly, "I...I need to sit down, at least."

"Oh, I'd like that," said Beth, "How about you, John? Think you could break off long enough to get horizontal?"

"I think I could manage it." I replied, "If it didn't take too long."

Lisa sat down on the edge of the bed and looked at her neighbor. She seemed exultant, but also nervous.

"Beth, I've never...I don't...you'll need to show me what to do."

Beth knelt on the carpet before Lisa.

"Sweetie, the only important thing is to enjoy yourself. Pleasing you will please me, and if there's anything you think I'll be missing I bet John here would oblige, wouldn't you, John?"

"You bet!", I replied.

"Good," said Lisa, "Because I'd like you to touch me some more, and in other places. In fact," and she looked down, embarassed, "I'd like both of you to."

I sat at the head of the bed and gestured to Lisa.

"Here, honey, lean against me, like when we watch TV."

With her head on my shoulder I put my arms around her. This way I could hold her, but also touch her breasts.

Beth stood at the foot of the bed and smiled.

"God, you're a beautiful girl, Lisa," she said. She stood looking a moment longer, then moved up to straddle Lisa, who lay with her legs together and her eyes closed. I began massaging her breasts and stroking her nipples, keeping them firm. Beth, meanwhile, was stroking Lisa's hips and then the front of her thighs. Everything she did was gentle and careful, in spite of the grin she threw at me.

For my part, I appreciated the time she spent upright. It was fun to be playing with Lisa's large, soft breasts while admiring Beth's little hardballs. My hands still remembered her hard nipples.

After a time, Lisa sighed softly. As if this were a signal, Beth leaned forward and began to bestow small kisses on Lisa's belly, approaching but not quite reaching the upper fringes of the bush that Lisa kept full but neatly trimmed. Soon her attentions shifted to her hips and thighs, then sliding over to kiss and then lick the valley where Lisa's legs still touched.

Knowing how it sometimes made Lisa crazy, I changed my caresses to light flicks, taps really, of her nipples. When it was just us this often spread her legs, and after a few moments it worked -- another small sigh and the muscles of her right thigh moved. Beth took the hint and lifted her left leg over as Lisa opened halfway for her. Knowing how much Lisa enjoyed having her pussy licked, I didn't think it would be long until both legs opened, but Beth was taking her time, only moving forward when Lisa gave a hint.

She didn't wait long. Both legs spread, eyes shut, Lisa accepted Beth's mouth on her pussy.

Seated at her head I had a partial view. I could see that Beth began with a kiss on the nether-lips, generally a good idea with Lisa. After a few such Lisa's quiff would usually begin to open for me, and it seemed for Beth as well. I could see her tongue slipping up and down Lisa's valley, slowly, teasing her clitoris out. When it did emerge I could tell -- a ripple went through Lisa's body.

Now Beth settled down to licking puss. Some people find it disagreeable, some make it a chore, but Beth clearly took pleasure in it. She tipped her head to follow her tongue, and after the opening strokes, as I could just begin to smell Lisa slicking up, her arc must have gone almost as far south as Lisa's asshole, an area I had generally left alone but had to reconsider in view of the evident pleasure I saw, and certainly so far north as to leave Lisa's small bush damp.

She got a rhythm going, always a good thing with Lisa, and I tried to help out by stroking Lisa's tits to the same beat, running my fingers over her nipples as I judged Beth's tongue was passing over her clitoris. Up and back, up and back, and while Lisa, often a noisy fuck, remained silent, I could feel tension build and her aroma strengthen -- she must have been runnin a river down there, and Beth was steadily lapping it up and letting her build.

Finally Lisa's hips began to lift, a good sign that she was close, and for the first time she touched Beth, resting a hand on the back of her head. Her other hand groped for mine and held it while Beth shifted to a faster and more shallow tonguing, apparently concentrating on the clit. Lisa's fingers held Beth to her happy task as her hips rose again, staying up now, until finally she came with a gasp and a long shallow shudder. Beth stayed right with her, licking more slowly as Lisa settled and slowly relaxed, only stopping with a last kiss when Lisa was rag-doll limp.

Sliding off the end of the bed Beth looked up at me and grinned again.

"That," she said, "was fun. Now you, John -- you've been a sport. I think it's your turn."

Lisa opened her eyes. "I'm going to wash up," she said, and got to her feet. She headed into the bathroom, but left the door open.

She sounded a little strange, and I was sort of concerned. I had never seen Lisa with another woman before, or even another man, and I wasn't sure how she was feeling. Hell, I had just watched someone else give my girlfriend an orgasm, and I wasn't too sure how I was feeling about it either. I thought about stopping here, calling this off, unless the two of them wanted to take it up later, after I left...

Beth derailed my train of thought by kneeling in front of me. Uncertain though my thoughts were, my cock was rock-hard even before her tongue traversed its length, with an extra little sideslip at the top. Suddenly I was quite clear about what I wanted.

"Swing around this way, could you?" I asked.

"Twist my arm," she replied, and shifted so that her little quiff was over my face.

We teased each other for a little bit, sorting out preferences. I learned that she liked a very light finger, and she liked it to keep moving. She learned some of my buttons as well, particularly just how sensitive my helmet is.

When I could see her clit peeking out and smell her aroma, I put my hands on her rump and pulled her down to me. Now I could lick her brown little snatch and taste her juice and softly press and gently lash her clitoris -- long and slender like her nipples. Her flavour was slightly more tart than Lisa's, and her fluid a bit thicker as I dragged my tongue along the widening gap between her pussy lips.

Meanwhile she was going great guns herself, licking my cock in a swirling motion and then taking it between her lips for several head bobs. It felt like all the sperm I had ever produced was building up in my sack, and I briefly imagined that Beth might be injured if I let go without warning.

Clearly no warning was needed, however. It was obvious from her rythm that she was well aware of how close I was, and backed off just enough to hold me there. Lisa was a geat fuck, but Beth could clearly teach her things about oral sex.

Inspired by Beth's technique, I tried to emulate it. As she would approach orgasm her hips would naturally push forward, I found, simultaneous with slow pulsations in her clitoris. If I backed off for just a moment she'd relax, just stepping back from the brink, and I could keep her hanging just a little longer.