A Learning Experience

I thought I was meeting Mary Rose and Sandy at Mary Rose's house to watch a movie. I wasn't aware that the two of them had ulterior motives until they said, "We're not going to watch a movie because we have ulterior motives."

I'd known the two of them since elementary school and we'd never been more than good friends, despite the fact that they'd both grown into attractive young ladies. Mary Rose had been born in the Philippines and consequently had darker skin, jet black hair and smallish boobs. Sandy was more voluptuous, with big breasts and light brown hair. When they explained their ulterior motives and I realized that they were sexual in nature, I had no complaints. The two of them had two problems in common: they were both unsure of their talent level for certain sexual techniques and it had been a long time since either had a non-self-induced orgasm. They had decided to enlist my help in remedying both situations.

We decided to start with the basics: the handjob. I had them sit on either side of me as they would if we were involved in a make-out and heavy petting session. I had them work together to open my jeans, work them and my underwear down and release my rigid cock. I had each of them show me their technique, neither of which were all that bad, then gave them a few pointers on improving. I reminded them that they were stroking, not picking carrots, and that gentle massaging of the balls was also pleasurable. Once I felt they had it down, I was able to just sit there and enjoy as they alternated stroking my cock and fondling my balls. I watched as they took turns, their soft hands sliding up and down my tool just the way I liked it, feeling my first orgasm quickly rising. I tried to relax and not raise my hips up as I got closer to cumming, just letting them do all of the work. It was Sandy's hand wrapped around my tool when I started spurting, coating her fist with cum. She continued pumping until I was spent, then let my shrinking cock fall against my stomach. She played with the cum on her hand as Mary Rose got up and fetched something to clean me up. I was slightly disappointed that neither of them had licked up my goo.

I went ahead and took my jeans and underwear the rest of the way off, then took off my socks and shirt as well. Indicating that it was my turn to fulfill my part of the bargain, I had each of them sit on either side of me again, though still fully dressed. Sandy was wearing a long sweater with leggings under it and Mary Rose was wearing track pants with a long-sleeved shirt. I encouraged them to relax, pay no attention to the naked man sitting between them and enjoy the feelings they experienced. They both spread their legs as my fingers slid up and down over their pussies. I could feel heat and moisture emanating from both of them. After a few minutes, I slid my hands under their elastic waistbands where I encountered their panties. I could feel the coarse texture of their bushes and the soft flesh of their pussies through their panties as I ran my fingers over the damp material. Their sighing and quiet moaning let me know that I was having the positive effect that I was seeking.

Finally, I slipped my hands into their panties and over their trim bushes until I encountered two slick, slippery slits. I ran my fingers up and down between their lips, gently probing them with a finger each, before focusing on their clits. I gently and lightly massaged their clits while they began to moan louder and move their hips rhythmically. I really didn't have anything to look at since they were both still dressed, so I just focused on bringing them to their sought after orgasms. The longer I massaged their clits, the louder they got and the more they wiggled. I wondered who would cum first and how far behind the other would be. As it turned out, it was a close call. It felt as though Mary Rose came first, but Sandy was just seconds behind her. I continued to finger them as they trembled through their orgasms, not wanting to remove my hands from their panties even when they both sighed, indicating that they were done cumming.

Sandy asked if we'd need to take a break before we did anything else, noticing that my cock was still mostly limp. As I reluctantly slipped my hands from their pants, I explained that just because a guy doesn't look ready doesn't mean he isn't ready; he just needs some encouragement. I suggested visual stimulation as the first option and had them stand in front of me and begin undressing. Because I didn't want to miss anything, I had them take turns while I licked my fingers, noticing a definite difference in their respective flavors.

Sandy pulled her long sweater over her head, revealing her full globes encased in a sexy, lacy bra. I could feel the blood start returning to my cock. Mary Rose pulled her shirt over her head to reveal her hard, pointy nipples pressing out against her white bra. I requested Sandy's leggings go next rather then her bra, so I could enjoy her in bra and panties, like a Victoria's Secret model who'd stepped right off the page. She pushed her leggings over her hips and down her legs, revealing a pair of panties that matched her sexy bra and nearly making my eyes bug out when she leaned forward to push her leggings to her ankles. Her large tits practically spilled out of her bra. She smiled as I gawked at her before turning my attention to Mary Rose, who pushed her track pants over her hips and let them fall to her ankles. She wore white bikini panties which, along with her white bra, stood out against her darker skin.

I had them pause and spin for me, admiring them for a minute or two before giving Sandy the okay to go on. My eyes were glued to her chest as she reached back to unfasten her bra, pushing her tits out even further. Her bra went slack and she let it slide down her arms, the smooth flesh of her globes slowly revealed. My eyes got wider as I saw her large, pink areolas and her thick, hard nipples. She massaged her tits a bit before I turned to look at Mary Rose.

Mary Rose popped open the front clasp of her bra and let it slide off behind her, revealing her smaller, darker areolas and thin, pointy nipples. I turned back to Sandy as she hooked her thumbs in the waistband of her panties and started to push them down. Her tits jiggled enticingly as she worked her panties over her hips and swayed hypnotically as she leaned forward to push them the rest of the way down. As she straightened up, my eyes were drawn from her tits to her trim brown bush. She looked incredibly hot standing before me fully naked.

I turned back to Mary Rose and watched as her trim black bush was revealed, her panties dropping to her ankles. They allowed me to admire them before commenting that I still didn't look quite ready. I responded that pressure was not a good thing in this situation, but that further oral encouragement could work wonders. They knelt and Sandy took my cock in her hand, feeling it growing even as she gently stroked it. I indicated how they could use their hands to bring a flaccid cock back to life then had them alternate using their mouths. Sandy wrapped her lips around my cock and gently pulled on it as she slid her lips from the base to the head. It grew in her mouth as she did this, and grew further when Mary Rose took a turn. It wasn't long before they were sucking on a fully rigid cock. They were both doing an admirable job, picking up on the few pointers I gave them, but we were going to defer finishing this lesson until later.

I had them both straighten up, still kneeling, and alternately made out with each of them while fondling their tits. Leaning down, I licked and sucked their nipples while caressing the soft, smooth flesh surrounding them. They seemed to enjoy this attention, but, after a few minutes, I stopped and asked who had the condoms. Mary Rose grabbed a strip she had stashed nearby and tore one off while I reclined lengthwise on the couch. Sandy gently stroked my cock as Mary Rose opened the package and prepared to roll it down my shaft. I explained that they could also use their mouths to roll the condom down, if the mood struck them. Mary Rose gave it a try and was pleased with the result. Since she'd provided the condom, Mary Rose got to ride me first. Sandy moved aside and Mary Rose straddled me on the couch. While Sandy was watching Mary Rose guide my rigid, latex-encased tool toward her pussy, I pulled her toward me, letting her know that she had reserved seating on my face. I told both of them that as soon as one of them had cum, they were to switch positions.

I watched Sandy's pussy getting closer and closer while feeling Mary Rose positioning my cockhead at the entrance to her pussy. I moaned as she slid down on my rod, engulfing it in her snug pussy. As she was starting to slowly ride up and down my cock, I was sticking my tongue out to lap up the juices collecting between Sandy's pussy lips. Holding her ass with both hands, I pulled her pussy close to my face as I slurped up her nectar, causing her to moan. Looking up, I could see that she was fondling her big tits as I ate her pussy. Meanwhile, Mary Rose was gradually increasing the pace that she was riding up and down on my cock. Her pussy felt incredible, even through the latex sheath I was sporting.

As I was pushing my ass up off the couch, forcing my cock deeper into Mary Rose's pussy, I removed one hand from Sandy's ass so that I could slip a finger into her juicy pussy. I started licking her clit as I fingered her pussy which caused her to abandon her tits and grab my head to hold it in place. She was humping my face and moaning while Mary Rose was riding my cock and moaning. It wasn't clear at that point who was going to cum first, but I knew it wouldn't be me.

Sandy's sounds and movements got more frenetic, so I could tell she was closing in on another orgasm. I kept licking and sucking her clit while pumping my finger in and out of her pussy, anticipating a flood of pungent juice precipitating her orgasm. I was not disappointed as she got more and more juicy until she finally cried out and started to quiver. I kept working on her until it seemed like the wave had passed, then dropped my head back, pulled my finger free and started sucking on it. While Mary Rose continued to ride me hard, Sandy gradually got up and turned to her, giving me a great look at her naked ass. I reached out and squeezed it while she coaxed Mary Rose off and insisted that it was time to switch.

Mary Rose reluctantly dismounted and I eyeballed the two of them standing there naked before they changed positions. I barely got to see Sandy climb onto the couch and straddle me before Mary Rose's pussy was in my face. At about the same time I was slipping a finger into her, I could feel my cock slipping into Sandy's snug pussy. I think we all moaned at the same time. I immediately started licking and sucking Mary Rose's clit, assuming she was closer to an orgasm than Sandy had been and wanting to get her there quickly. Her response was immediate as she let out a cry and started humping my face while holding me by the hair. I could feel Sandy riding me slowly; the feel of her pussy sliding up and down my cock was amazing. I pushed up into her each time she came down and was able to maneuver my free hand down to lightly stroke her clit as she fucked me while continuing to finger Mary Rose with the other.

If I'd had to, I could have identified who was who by the different tastes of their pussies. I don't know that I could describe the difference, but there definitely was one. Mary Rose's pussy was beginning to get juicier as she got closer to her second orgasm of the night and I was lapping up the increased flow. She was moving her hips faster and moaning louder and louder while Sandy's pace was also gradually increasing. Finally, Mary Rose let out a cry and shuddered much as Sandy had while cumming in my face. I had grabbed her ass at this point, taking my fingers away from two different pussies, and pulled her pussy against my face while continuing to lick and suck her clit. She cried out again and continued to cum while I squeezed her ass cheeks.

She finally started coming down and I dropped my head back onto the couch while she caught her breath. Sandy was still riding me, pretty hard by now, so I slipped a hand back to her pussy, only to find her hand there already. I wasn't put off, just redirected my hands to her sumptuous boobs and fondled them while she rode me. Mary Rose finally recovered enough to climb off the couch, then turned to Sandy just in time to see her cum again, thanks in part to her own fingers. Her pussy already felt fantastic, but it felt even better as she came while riding me. I was getting pretty close to blowing a load myself, but I didn't want to do it into a condom.

Once Sandy had regained her wits, I had her climb off me, leaving my shiny, latex-clad and rock-hard cock waving in the breeze. While these two hot and naked females stood by, I sat up and removed the condom before inviting them to kneel once again. They went back to sucking my cock as they had been earlier, but with me much closer to orgasming. They were doing an outstanding job, alternating back and forth while also pumping the base and licking and sucking my balls. I just relaxed against the back of the couch and watched, enjoying the feeling of these two talented mouths on my cock. As my cock began to swell, they continued on as I anticipated blowing an enormously pleasurable load into one of their mouths. Sandy had received my load all over her fist, but Mary Rose got my load against the back of her throat.

With a grunt, I started to spew as she let out a squeal of surprise, but kept sucking. After a few spurts, Sandy took over and sucked me until I was dry. When my cock finally dropped limply against my leg, the two of them got up and sat beside me on the couch. As we caught our collective breath, I glanced at the clock and realized how early it was. They really didn't need any lessons, but a little practice never hurt anyone, and we still had the whole night ahead of us.