Megan & Kelly (Older Neighbor Part III)

My neighbor Megan and I had become pretty good friends the last couple of years despite our obvious age difference. I was in my early 20's having just returned from active duty, and she was a single woman in her early 40's after being divorced several years earlier. During the first year we became pretty close and we would frequently get together and chat over a few drinks. She was also a fitness nut as she taught aerobic and kickboxing classes at my gym, and sometimes we would work out or go running together. Having both moved from other places, it was nice to have a friend next door who shared similar interests. At first, neither one of us viewed each other romantically, probably because of the age difference, but as we spent more time together we learned more intimate details about each other. While drinking we would frequently talk about dating, which led to talking about sex, which led to talking about foreplay and masturbation. Soon we knew all about the other's fetishes and sexual desires, and it became pretty obvious that we both had extremely high sex drives. The inevitable result that followed for two people who enjoyed each other's company, lived next door, liked to drink, and were always horny, was a night where we ended up masturbating together. After that night Megan and I started a weekly routine where we would get together for happy hour while sitting and talking bottomless. We made our happy hour into a game of foreplay where we would push our limits on being aroused by remaining bottomless for an hour and a half while talking, teasing, rubbing ourselves, and staring at each other's genitalia. Each time we would then end our happy hour by removing the rest of our clothes and masturbating together. Since we first started masturbating together Megan had requested that we keep our relationship very casual, and she didn't want to progress it further by having actual sex. The only time we would kiss or become intimate was either during or after our masturbation sessions. Although, I desperately want to have sex with her, I also had a very strong appetite and appreciation for mutual masturbation, and overall I was pretty satisfied with our current arrangement and I respected the fact that she did not want to have sex. Nevertheless, in the end there were several times while masturbating where she got lost in the moment and "accidentally" sat on my penis and asked me to keep going until I came inside of her. And this turned in to her, once every couple of months drinking more than usual, having sex with me, and blaming it on the alcohol. However, I wasn't about to argue with her somewhat flawed logic. If I was being totally honest, I was at least a little in love with her, and at times I got the feeling she felt the same, but I think she felt very uncomfortable with society's perception of a woman in her 40's dating a 23 year old. We never discussed our relationship as a secret, but being the taboo nature of our age difference and the extremely personal acts that we performed in front of each other, up to that point I don't think either of us had told anyone else about it. One day as we were cleaning up from our previous masturbation session, Megan told me that she would have to cancel on me next week as her friend Kelly was flying into town on Friday and would be staying with her for the week. I had met Kelly once before when she came to visit last year and they invited me along to play pool at the bar down the street. We had a good time drinking and playing pool, and I immediately noticed that Megan and Kelly reverted to silly college girls when they where together, constantly giggling and laughing while turning everything into a dirty joke. However, Megan thought her visit might not be as much fun this time, and seemed concerned as she told me that Kelly had just finalized her divorce after being married for 10 years and was in pretty bad shape emotionally. Having gone through a tough divorce herself a few years ago, Megan wanted to cheer up her friend and give her a fun week where she could just get stuff off of her mind. Seeing how concerned she was I told her to let me know if I could help in anyway. Kelly was in her late 30's about 5'6, 190 lbs, and was very curvy. Typically I reject the body type classifications that society places on women, but for description purposes she was somewhere between chubby and voluptuous. She had shoulder length brown hair, a very cute face, and a huge rack to match her ample tush. With her stunning curves and beauty she was amazingly perfect like a rubenesque painting. As I was leaving my apartment on Sunday I ran into Megan and Kelly in the hall and I stopped to talk to them for a few minutes, mostly making small talk about Kelly's visit. Kelly seemed to be in good spirits, and had a guilty smile on her face while we chatted. I didn't think much of it because her and Megan were generally always giggling and acting silly. While chatting in the hallway, Megan asked if I wouldn't mind giving her a ride home from work on Monday as she was going to loan her car to Kelly to visit friends in the area. Kelly thought it was a little too funny and laughed out loud when I told Megan, "Yeah, I don't mind coming for you". As promised I picked up Megan from work on Monday and as I drove us home I asked how Kelly was doing, saying that she seemed like she in good spirits when I ran into them the day before. Megan hesitated and said, "Yeah, I told her to act normal if we ran into you, I'm sorry... but.. I may have told her about our weekly happy hour" I was surprised that Megan had told Kelly about us. I didn't mind at all, but I immediately wondered how much she had told Kelly. Did she really tell her that we masturbate together? Instantly, I was a little aroused from the thought of two women talking about me masturbating. I laughed and said "so that's why she had that grin on her face when I ran into you" "Yeah, she is horrible at keeping secrets", Megan said while sighing. Although, I was curious as to how much she had told Kelly, I really didn't care that she had given up our secret, and I didn't need an explanation. However, she must have felt compelled to explain further as she quickly spilled the details of how it came up, "Kelly has been deeply depressed, and I was hoping that she would forget about her problems if we had a few drinks, instead Kelly got 'sad drunk' on me. She started telling me about her divorce as she was upset and crying. I was trying to be positive and let her know that life was not over. You know...that she has some things to look forward to... that being single can be fun and to enjoy it. In the process, I guess I gave away that I was "having fun" with someone... and then she would not let it go" Laughing at her for over-explaining, I said, "You don't need to explain, it's okay... but I am curious about how much you told her?" With a devilish grin she said, "Well, it really worked in keeping her mind occupied... For the first time all night she wanted to talk about something besides her divorce. She wouldn't let it go and kept asking me questions until I ended up telling her pretty much everything." Now laughing, she continued, "so basically I told her that we get together on Wednesday nights, pull down our pants, have a few drinks while being bottomless, and then masturbate together.... She was completely shocked, she couldn't get over it." Jokingly I responded, "well I hope you didn't give away all my secrets" Uncontrollably laughing, she said, "oh... I told her all about your beautiful cock" I am not sure if she was joking, but either way I was aroused at the idea that two women were talking in detail about my cock as they were imagining it in the their heads, I started to get hard as I tried to laugh it off. Megan continued, "Now Kelly keeps bringing it up and joking about it. She keeps telling me that she can keep herself entertained if I want to still meet with you on Wednesday night." While laughing I said "Well, it wouldn't be right to leave your guest alone, you should invite her to join us" She playfully hit me on the shoulder and sarcastically said "What a thoughtful suggestion. Are you sure you wouldn't mind?" Playing along, I said, "Well, my concern is purely for your friend, I just want to help her any way that I can" While rolling her eyes and laughing, she responded, "riii-ght" For the rest of the ride home we talked about other things although I couldn't get the thought of Kelly and Megan discussing my cock out of my head and maintained an erection that bulged in my pants. It was hard to tell whether she noticed my bulge since I was driving, but it was pretty noticeable since I was wearing dress pants. When we returned home and were parting ways to our respective apartments, she asked if I had made any plans for Wednesday since she had canceled. Adding that it might have to be a shorter session than we are used to, but she might be able to sneak away for a bit since Kelly kept saying she didn't mind. I told her I didn't have any plans, and to text me if she wanted to get together. The following night I got a text from Megan that read, "I just talked to Kelly and she said it's completely cool if we want to meet up tomorrow" I looked out my window at Megan's apartment and noticed that none of her lights were on. I figured they must be out drinking, and I thought there was a good chance that they were being drunk and silly. I thought that maybe if I floated the idea of Kelly joining us again, that they might talk and giggle about the possibility. Half joking, I responded, "Great - Is Kelly going to be joining us?" She didn't immediately responded, and a couple minutes later she texted back, "Kelly saw your text. Says it's not cool to toy with her" I quickly replied, "Hmmm. Did you explain how our happy hour works? She will need to toy herself - ha ha" After 30 mins I didn't get a reply and I was worried that I had gone too far, and that maybe Megan was mad at me. I started to regret my half joking suggestions that she invite Kelly. As each minute passed without a reply I became more scared that I put our friendship, as well as our masturbation sessions in jeopardy. Here I had this amazingly hot woman, who for some reason wanted to spend time with me and share her most personal and intimate moments, and I was screwing it up. Finally, I got a reply from Megan, "Are you serious about inviting her?" Proceeding with caution, I responded, "I don't want to mess anything up with you - I currently have a pretty good deal in place- ha ha" To my surprise, Megan responded, "It might be fun... and it might help her take her mind off things" I couldn't believe that she actually was suggesting that we invite her friend to masturbate with us. Trying to hide my ecstatic state of mind I texted, "As long as you are good - I'm game" After a few mins, she texted back, "She is in. We'll meet at your place at 6" A few minutes later I received another text from her reading "you can't have sex with her though. I'm serious" "ha ha - ok - that's fair" I wasn't sure whether she was protecting her friend from me, or if she thought she might get jealous if I had sex with her friend, but I quickly realized that I didn't care as I was ecstatic that I had plans to masturbate with two women. The next day I was so excited about having Kelly join us, that I took the day off from work, knowing I would not get anything done anyway. I spent much of the day daydreaming about what would take place that night, and while cleaning my apartment I re-arraigned my furniture to make everything perfect. I don't think there was an hour that passed from the time I woke up until that evening when my penis was not hard and I spent much of the day rubbing and edging myself to ensure that I had the most explosive orgasm possible for that evening. Often when Megan and I would get together for our bottomless happy hour, one of us would already be bottomless when the other arrived (since she lived directly next door, and we were the only apartments on the top floor, sometimes we would show up bottomless too). Shortly before they arrived I decided to text Megan and ask her if I should open the door without pants. She quickly responded "OMG Yes! That will be hilarious to see her face". So I removed my pants and underwear, leaving me wearing a white undershirt, a blue dress shirt with the sleeves rolled up and a pair of socks. My penis was rock hard and I was so excited that there was almost a constant oozing of precum from the tip of my penis. A few minutes later I heard a knock on the door and looked through the peep hole as my heart was pounding. I then put a casual smile on my face as opened the door quickly and said hello as I leaned in to give Kelly a hug before she even had a chance to look down and see I was not wearing pants or underwear. As we released from our embrace, her hand swung down and brushed against my penis. Feeling something on her hand she looked down and saw my erect penis staring at her. She gasped in shock as her jaw dropped and her eyes became big. She remained motionless for a few seconds just staring at my penis before Megan and I broke her stare with laughter. She then started to grin and said, "I was not expecting that surprise". We all continued to laugh as I invited them into my apartment. As Kelly walked in she looked curiously at her hand feeling something wet, her jaw dropped again as she realized that she had precum on her hand from when it brushed against my penis. Now hysterically laughing she squealed, "oh my god, is this you!" Bashfully laughing I handed her a tissue and said, "Sorry, that was not part of the surprise" As our laughing subsided she smiled and said, "That was by far the quickest time between 'hello' that I have had cum on me". I apologized again, "Sorry, I really didn't mean for that to happen" Giving me a devilish look, Kelly replied, "That's okay, Megan warned me about how much you cum", Megan then hit Kelly playfully on the shoulder in protest of Kelly revealing what she had said. After laughing at their playful banter, I asked them what I could get them for drinks, and without prompting Megan started to unbutton her jeans. Megan pulled her jeans and panties right off, revealing her full bush of bright reddish orange hair. Kelly then took the cue and started to unbutton her jeans. I watched Kelly anxiously as I tried to rattle off what types of liquor I had to make drinks with. After unzipping her jeans and pulling the back down under butt, Kelly then sat down on my couch and pulled her tightly fitting jeans off of her legs. As she removed them I stared at her as she revealed that she was not wearing panties and I caught my first glimpse of her amazing pussy. Kelly was completely shaven and being a curvy girl, she had a very present mound. Sitting on the couch thinking about what kind of drink she wanted, Kelly must have felt my eyes clamping down on her mound and she subtly spread open her knees as her eyes looked to the ceiling like she was thinking hard about her drink decision. I now had a full view of her pussy and her mound was a perfect clam shape, about the size of a small half cantaloupe. I invited the ladies into the kitchen while I prepared their drinks and we chatted about our favorite types of beers and liquors. While making their drinks I would look up and see Megan leaning against the wall just a few feet across from Kelly who was leaning her hip on my kitchen counter. It was an amazing sight to see two women standing and talking to me with their pussies in plain view. I loved seeing the contrast in their body types while they were standing next to each other. Megan was very athletic and looked like a chiseled sculpture. She was tall (6-3) and very toned, she had curly red hair, long toned legs, a full bush of pubic hair, and was wearing a white top that was covering her well defined b-cup chest and came mid-way down her amazing four pack abs. Kelly on the other hand was a curvy goddess with a voluptuous figure that proudly displayed all the authentic features of the female body. She had thick hips, legs, and thighs, and a magnificent ass that was perfectly round with sharp curves. She was much shorter than Megan(5-6), and her plump pussy was completely clean shaven. Underneath her pick long sleeved tight fitting shirt, she had a huge d-cup rack that was almost hypnotic. After I finished making the drinks we headed back into the living room where we continued to talk. They sat on my small leather couch, and I was sitting about 3 feet away in a large lounge chair next to them at a 90 degree angle. Kelly was still astounded that we met weekly for drinks while sitting bottomless, and wanted to know every detail about our routine. As Megan and I were explaining our routine and the types of things that we did, I started to casually stroked my cock. Kelly stopped trying to take quick little glances at my cock and was now staring. Almost as if she were confused, it was obvious that my stroking caused her to lose focus of everything else. Watching me with dumbfounded look on her face, I momentarily paused my stroking and asked if she was okay with it. "Yeah, it's fine, I just can't believe that you jerking off like that... while you are talking... like everything is normal" As Megan giggled at the shocked looked on her friend's face, Kelly continued "I just have never seen a man casually jerk off in front of me" Megan chimed in saying, "My ex husband would never masturbate in front of me, even while having sex, so I love to see him jerk his cock like that." Realizing that she might have sounded like she was objecting, Kelly said, "Don't get me wrong, I was just not expecting you to start jerking off mid conversation. That is one of the hottest things I have ever seen, I just cant believe I am actually talking to a guy while he is masturbating" Laughing I asked her, "So you are okay with it?" Kelly responded, "Yep. please continue, and I will see if I can form sentences while you do that in front of me" I loved how unhinged she became at the sight of me masturbating, as if it was so powerful that she could not function. Being that she had been married for so long in a sexless relationship, I realize that her reaction probably was due more to her lack of recent experience than anything truly unique or special about me, but nevertheless I loved how her world had stopped when I started stroking my penis. From there our conversation revolved mostly around sex and masturbation, and I could barley touch myself before I felt my cock wanting to explode. Soon after Kelly started describing her masturbation habits she looked over to Megan who had put one leg on the arm of the couch and now had her legs spread open and was masturbating on the couch while sitting next to her. Megan closed her eyes and leaned back as she was slowly rubbing her beautiful hairy pussy. Almost as if Megan had given Kelly permission, Kelly then spread open her round thighs and started rubbing her mound with her fingers. I was stroking my cock as slowly as possible as not to cum, Megan was on the far side of Kelly with her eyes closed and slowly enjoying herself, and Kelly was sitting up facing me with her legs spread open as she started going harder at her yearning pussy. As Kelly and I were rubbing ourselves we sat up and faced each other. We were close enough that my right knee was rubbing against her left leg, and I could tell Kelly was a little uneasy about being so close to me while Megan was masturbating on the other side of her with her eyes closed. To keep the conversation going I was asking Kelly about her masturbation techniques, clit vs. g-spot, her use of toys, etc. and she demonstrated as she showed me how she usually used 4 fingers to rub her pussy, sometimes slipping her middle finger insider her while grinding her palm against her clit. She kept looking over to Megan as if she was making sure that it was okay that she was masturbating with me in such close proximity. When Megan open her eyes and looked over at us, she must have seen Kelly's concern because she placed her hand on Kelly's shoulder and said, "Have fun, just don't cum yet." Kelly got the approval that she wanted and then just focused her attention on me. Seeing Kelly become more engaged with me, Megan became more interested in how turned on Kelly was, and scooted closer to Kelly on the couch, putting her leg against Kelly's and placed her hand on the inside of Kelly's thigh. Megan's hand was just inches away from Kelly's pussy and she commented about how she could feel heat radiating from it. I got so turned on by seeing Megan's hand in such close proximity to Kelly's plump mound which was squishing around in her fingers. Megan started to smile as she was masturbating while watching me and Kelly, and I could tell that she was happy about how worked up her friend was getting. As usual, while Megan was rubbing her bush, I soon could see the creamy white substance start to fill within her pubic hairs. Her cum was so thick that her bright reddish orange bush would turn almost completely white as they got soaked in her womanly cream. Megan and Kelly were now sitting directly next to each other facing me with their legs spread open. Seeing two amazing pussies being masturbated just a couple feet away made the pressure of wanting to release almost unbearable. I had to take frequent breaks to keep from cumming in which I would rub my testicles as I fought off the urge. As I rested my throbbing cock, I noticed a look of curiosity on Kelly's face as she watched the precum slowly seep out. Wanting to give Kelly a little show since she seemed intrigued, I resisted the urge to rub the precum around my head, instead letting it build up on the tip of my cock. I scooted to the edge of my chair so the tip of my penis was pointed toward the floor. Then as the cum continued to drip I saw her face light up as precum started slowly dangling off the tip of my penis. It was so thick that instead of breaking and falling to the floor, it just held on, dangling a couple inches below my penis. Trying hard not to move so that the cum would not break, I held still for what seemed like 10 minutes, allowing more precum to slowly trickle out and work it's way to the bottom of the dangling strand. I continued to let the the cum strand build without breaking, and it just dripped further and further down, until I had a string of cum from the tip of my penis that was attached to the floor. Having witnessed precum dangling from cock before, Megan knew exactly what to do as she grabbed the cum from the bottom of the strand and collected in her hand. "It's too nice to waste" she said as she took my cum in her hand and started to rub it in to her pussy. Kelly's eyes got big as she watched her friend use my cum as lubrication on her already soaked pussy, and for the first time instead of looking at me, Kelly was watching Megan as she masturbated. Enjoying what she saw, Kelly put one foot on the couch and turned to face Megan. I slowly stroked my cock as I watched the girls masturbate face to face. Kelly's face had a look of amazement, and I would have guessed it was the first time she had seen a woman masturbate in person. Normally Megan and I would sit bottomless for and hour and a half while talking and teasing, then we would get completely naked and make ourselves cum as many times as possible. However, after an hour of being bottomless with Kelly and Megan, during which time we put on little shows for each other while edging ourselves, I started entering a state of frantic desperation. After just a few seconds of rubbing, my cock would throb for minutes as I fiercely fought the urge to spray cum. Afraid that I would cum without touching my cock, I suggested they strip off the rest of their clothing while I make us more drinks in the kitchen, thus providing a segue to progress our session as well as give me a few minutes of distraction to calm down. However, while making our drinks I found little relief as I couldn't wait to see Kelly's huge tits when I returned. I threw off the rest of my clothes in the kitchen and poured the drinks as fast as I could. Walking back into the living room with the drinks, I then saw Kelly and Megan completely naked sitting up right on the couch with their knees spread apart as if they were patiently waiting for me to fuck them. They soon broke into giggling as they witnessed my reaction of entering a room with waiting spread pussies. I stood there in awe as I looked at the two women and their beautiful naked bodies. Kelly's tits were better than I had imagined, they were huge and came mid way down her stomach with her nipples being bright pink and massive. After I gave the girls their drinks, we chatted a bit more before Megan suggested that I pull up my chair so it is facing the middle of the couch. I did, and with my chair facing them, they each had one knee inside of my spread knees, and I had a perfect view of both the girls. Megan had her thick white cream entangled throughout her bush and Kelly's full mound was sweating profusely. I commented on how wet Kelly's pussy looked and she said that when she gets worked up that her pussy "starts heating", turning warm and sweaty. Seeing me curious about her "heating pussy", Kelly turned to Megan and asked, "Can he feel it?". Megan while half joking, reluctantly agreed, "Yeah, I guess for a minute". Wanting nothing more, I sat up and reached for her plump mound. She was not lying, as my hand started to get close I felt heat coming off of her pussy and it was really warm to the touch. I felt myself wanting to cum as I put my hand all over her burning mound. Her plump mound was soft, hot, and wet, and when cupping it, it was a little more than a handful. As I held and squished her pussy around in my hand I could feel a difference in texture from the slick and slippery cum to the watery sweat that covered her pussy. I could have spent the entire day feeling her magnificent mound, but I wanted to be careful not to make Megan too jealous, and tried to contain my enthusiasm. After that Megan made the suggestion that we take turns cumming so the other two could watch and asked Kelly if she wanted to go first. Kelly eagerly agreed and immediately started squishing her pussy around in her hand. Megan then said she wanted to give Kelly a little extra motivation by lubing up my cock in front of her while she was masturbating. With a bottle of lube Megan stood up and keeled in front of me. I was still sitting in the chair that was now directly facing Kelly who was sitting on the couch with her legs spread. Megan took the bottle of lube and raised it about a foot above my cock. Slowly she dripped the lube on me as it drizzled all over my crotch. Kelly was now aggressively fucking herself, frantically rubbing her clit with her hand moving so fast it looked like a blur. In between gasping and making little whimpering sounds, Kelly kept saying "more" as she watched Megan poor the lube on to me. They both got a little carried away because soon I had what seemed like half a bottle covering my entire crotch and I could feel the lube start to soak into towel underneath my ass. Megan then started to rub the lube in and stroke my shaft. I could not believe that Megan was jerking me off while I was watching her friend masturbate. I can remember hearing the sound of the lube squishing in Megan's hand as she stroked me, and at the same time hearing Kelly's fingers squishing inside her pussy while we looked at each other. Then Kelly started to whine loudly, and with her left hand she grabbed the couch cushion through the towel that was underneath her and squeezed it until her hand turned purple. Her right hand was furiously rubbing her clit and she said, "oh fuck", as her body stared convulsing like she was having a seizure. She screamed and whimpered as I watched her amazing curves shake and tremble through her massive orgasm. She kept on rubbing herself through the orgasm until her thighs clamped shut with her hand still trying to attack her pussy. It almost like she was fighting against her body as the sensation became too intense for her to take. She then fell over and collapsed on the couch while panting and gasping for air, exposing her amazingly curvy ass. Megan was still kneeling by my chair slowly stroking my penis as she paused and looked at me. We both smiled as we looked at the shapely ass that was directly facing us. We could see the sweat and cum running from her pussy around the back of her thighs, and I just stared at her ass as Megan continued stroking my cock. Next it was Megan's turn, and Megan loved the feeling of holding a hard cock in her idle hand while she masturbated. So after Kelly recovered she switch spots with me so that I could sit next to Megan on the couch and she could hold my cock. As Kelly sat down in the chair facing me she put one leg on the arm of the chair and spread her legs open. Her thick womanly thighs had wetness all over them, and her mound was bright red and glistening from being covered in cum and sweat. Megan cuddled up next to me and grabbed my cock firmly with her left hand. I warned her not to stroke me anymore as I could feel myself wanted to cum, and I was libel to release if she stroked anymore. So she gripped my cock even tighter trying to avoid moving it around in her hand. However due to the massive amount of lube that I had on my crotch, I could still feel her hand slipping up and down on my shaft as she began to jill herself off. Megan started off much slower than Kelly did and at first she closed her eyes and leaned her head back while she slowly rubbed her clit. She then would insert several fingers taking more of her womanly cream and rubbing into her bush (She knew I love to see her bush lathered with her thick and creamy cum, so I am not sure if she did this for my benefit or not, but either way it was an amazing sight seeing her bright red bush turn white from her cum). The way Megan was sitting made her abs contract every time she made the lightest of movements, and looking down at her I could see her ripped abs flex and tighten in unison with the movement of her hand as she rubbed her pussy. As her pace picked up and her bush became wetter and whiter, the smell of her pussy became rich and powerful. She started to rub her clit faster and faster and her grip on my cock tightened as she got closer to cumming. Precum from my cock was dripping down the side of her hand and I was fighting hard to keep myself from exploding. While being lost between Megan's amazing body and my own internal struggle to withhold my climax, I was surprised to look up and see Kelly again stoking her pussy while fondling her soft dangling breasts. It was almost as if she were in a trance as her eyes were locked onto Megan's hand gripping my cum drizzling, lube covered cock. Suddenly I felt a jolt as Megan's hand squeezed my cock so hard it was moderately painful and she let out a soft moan as she started to climax. Her fingers were sliding up and down at a rapid pace inside her creamy white bush, and her entire body tightened as she exposed every muscle in her chiseled figure. Megan trembled for what seemed like 3 mins, and I felt every vibration go through her hand while she tightly gripped my penis. She then pulled me closer and kissed me as she slowed the pace of her fingers against her clit. As Megan started to come down from her orgasmic high I noticed her fingers picked up the pace again. Without hesitation she looked at me and pointed to the chair that Kelly was sitting in, saying, "I'm gonna cum again soon, sit over there, I want to feel your cum on me " I looked at Kelly who was in mid-masturbation, and she quickly got up to swap seats with me. I sat down in the chair facing the couch and Kelly sat down next to Megan on the couch. Megan shifted closer to Kelly so she was right up against her. She then grabbed Kelly's right leg and put it on top of her left leg. I looked on in amazement as both woman were spread wide towards me with their legs crossing and their hips and shoulders touching. They were both rapidly rubbing their pussy's with their eyes locked on me, now stroking my lube-shiny cock. I sat on the edge of the chair so my stoking penis was just inches away from them. They were looking at me so eagerly and seemed so intrigued with each stroke, almost like I was putting on a show for them. As I jerked off in front of them it made me feel so powerful to have their eyes on me watching and waiting for me to cum. "Make sure your first shot goes on me, I don't want you to shoot Kelly in the face", Megan said teasing. Kelly's eyes got big as if she was surprised by Megan's words. I had cum on Megan probably 50 times, but we hadn't discussed if I would cum on Kelly or if she even wanted me to cum on her. However, as Kelly started to smile at me with her legs spread wide open, I think it was a safe assumption as to what she wanted. Nevertheless, I looked at her and said, "You want me to?". Kelly rapidly shook her head while saying "Yeah". Then without knowing if it was okay to cum on her pussy, I looked at her pussy, asking, "on your..." She interrupted my question saying, "doesn't matter, anywhere you want" As Megan was close to her second orgasm she looked up at me and said, "Baby, I'm close, I want your cum" I then got out of the chair and leaded over her Megan. Just before I hit my climax, I noticed cum not shooting but spilling out of my penis, almost as if I was overflowing. Wanting so desperately to feel that orgasmic high I just kept stroking my penis as hard as I could with cum all over my hand and flinging off my cock. A few seconds later I felt my orgasm hit and it was the most amazing and exhilarating rush I have ever felt. I exploded as I leaned over Megan and spayed her with as much force as I have ever had. With the first shot I hit Megan in the middle of her chest, and it splashed off Megan it hit Kelly on the cheek, neck, right breast, and shoulder. It splashed into Megan's hair and hit both shoulders, chin, and breasts. With my second shot, almost having as much force as the first, I spayed Megan's pussy. Megan was cumming right as I was cumming on her pussy, and when it hit her she squealed. Later she said it was one of the most amazing things she had ever felt as she actually felt the shot of cum spay inside her vagina. Then I quickly turned to Kelly and shot 2 ropes of cum all over her huge tits and stomach. Not expecting it to still be shooting, she was surprised and squealed after the first two shots. Still rapidly rubbing her pussy I drained the remaining cum in my body out on her masturbating pussy. I probably shot 4 or 5 soft ropes on her pussy and as my cum covered her hand and mound you could immediately smell the scent of my cum. Standing over her as she sat on the couch, I was milking my penis to get the last couple drops out on to her pussy and I notice my cock was almost perfectly at her eye level. She was staring at my penis as she had this look of desperation on her face from wanting to cum. Now masturbating herself in my cum, my cum was making squishing noises while being rubbed into her pussy and as the last big drop fell onto her hand she started to orgasm again. I stood there and stared as she trembled and shivered through another orgasm, only this time with me coating her fingers and pussy. While Megan was watching me cum all over her friend, she was again picking up the pace of her rubbing fingers, trying to orgasm once more. Wanting to help her, I leaned over and started to kiss her. She grabbed me and pulled me into her body and as my body rubbed against hers, I could feel how soaked she was from both of our cum. I started to stoke my cock and grind it into her as she was rubbing her pussy. Kelly must have seen our uncomfortable position and moved off the couch to give us more room. I then stretched her out over the the couch as I laid on top of her. I held myself up with one arm and knee and continued to stoke myself over her body while we kissed. I whispered in her ear encouraging her to cum while telling her how amazing she was. She held on to my arm that was holding me up as she started to orgasm once more. While feeling her trembling body beneath, that me pushed me over the edge, and I felt my testicles tingle again. I looked down at my penis and aimed it at her crotch as cum started to flow out once more. This time only producing a small amount, I watched it as it fell on to her already cum drenched pussy. Kelly said, "Oh my god! You are cumming again?", as she was now sitting on the chair watching me in disbelief as I came onto Megan. After I finished cumming I immediately collapsed on Megan and kissed her. As she was catching her breath I slowly ground my softening penis into the still warm cum that I had just put on her pussy.