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We arrive at Red Rooster on a Wednesday night. There is not a large crowd and since it is not a weekend, the upstairs couple's only area is not open. There are about seven other couples and maybe 15 unattached guys. For those of you have not read our stories, Dee and I love Vegas!!!

Dee is wearing her deep cut black top, with no bra of course. The one that makes it very easy to expose her tits. A skirt that is not too short and not too tight, with no panties, and sandals that have a slight heel complete her outfit.

We get a drink, and after slowly walking around, we settle at a table that is right in the middle of the seating area. There is a couple at the next table, about our age I guess, and while not models they are certainly attractive enough. They look over as we sit down and we say hi. They smile and say hello.

After a while they get up and go to the bar. When they return they stop at our table and ask if we would mind if they joined us. We tell them we would be happy to have them sit with us. They introduce themselves as Tom and Karen, from the San Diego area. Tom is about six feet tall, short dark hair, with a little extra around the middle just like me. Karen is a bit taller than Dee with about the same overall build, except maybe a little less chest. She has dark hair with a few highlights that comes to about mid neck. Both are casually dressed, he in slacks and polo shirt, her in a scoop neck blue silk-looking blouse and black slacks, with nice 4" pumps.

We learn that they have been to RR a few times when they have come to Vegas. They don't do anything like this otherwise, but have had some good experiences here. They are quick to volunteer that Karen has learned that she likes to play with other women, and they have talked about a FFM threesome. I ask if they would be interested in the two of them playing with Dee, while I just lend a hand or tongue here and there. They both agree that sounds like a great idea and suggest we find a private room.

Once we are in the room, Tom comes up behind Dee and slips his arms around her, pulling her close to his body. She can feel the bulge in his pants pressing against her ass. Karen steps in front of her and kisses her on the lips. Tom's hands come up and cup Dee's breasts as Karen's fingers find her nipples through the material of her top.

Karen breaks the kiss and begins pulling Dee's top off. Tom has undone her skirt and is pushing it down over her hips. Soon Dee is standing there naked, except for her shoes. Tom and Karen quickly strip off their clothes and start caressing Dee's body with their hands, placing little licks and kisses here and there. She rolls one of Karen's nipples between her fingers as her other hand finds Tom's thick hard cock. I, too, have shed my clothes and hover around, occasionally running my hands over both Karen's ass and Dee's.

They lead Dee to the bed and lie her down. Karen licks her thighs, spreading her legs wide as she does. Tom starts at her belly and licks and kisses his way up to her tits, spending time on each of her nipples. Karen reaches Dee's crotch and teases her cunt lips with her tongue. She runs her tongue up and down Dee's slit, and then flicks her clit before sucking it into her mouth. Karen's hands are under Dee, kneading her ass as she buries her face in Dee's hot wet pussy.

Tom has reached Dee's face and kisses her deeply, fucking her mouth with his tongue. He then kneels next to Dee's head, offering her his massive hard cock. She licks the head once before parting her lips and taking his tool into her waiting mouth. He is playing with her tit with one hand and has a handful of her hair in the other, helping her move up and down on his impaled dick.

Karen's mouth is now fully concentrating on Dee's clit while she uses two of her long fingers to pump in and out of her slippery pussy. Dee's hips are pressing up to her mouth as her first orgasm arrives in a rush.

I am on the bed next to Karen, watching her working on Dee's pussy, watching my wife take Tom's cock in her mouth. I run my hands along Karen's legs and ass, occasionally sliding a hand between her spread legs and along her dripping pussy. I slip a finger inside her and she moans, a muffled moan, into Dee's cunt. I raise my finger to my mouth and taste her pussy juice. Different than Dee's taste, but nice.

Dee's hands grasp Karen's head and she holds her tightly to her as she cums. Karen is fingering her hard and fast while sucking her clit. I have pushed two fingers into Karen during this. As Dee comes down, Karen is just lightly licking, with her fingers unmoving but still inside Dee.

Dee had to release Tom's cock from her mouth as she came, but now allows it back between her lips as she tastes his pre-cum. Karen now starts moving up Dee's body, licking and kissing her skin as she goes until she reaches her tits. There she stays for a while, sucking Dee's nipples, her body still between her spread legs, as I play with Karen's pussy and ass.

Tom withdraws his cock from Dee's mouth, and when Karen reaches Dee's face she kisses her. Karen's tongue dances with hers, Dee tasting herself on Karen's lips. Karen asks if she will return the favor and she says she will. Karen lies on her back and spreads her legs wide. Dee begins at her knees, with licks and little kisses, moving up her thighs until she reaches Karen's very wet slit. Dee explores around her pussy with her tongue, running around the lips and then between them. Finally she flicks her clit with the tip of her tongue and Karen's hips jump, a groan escapes her lips. Dee spreads her pussy lips with her fingers and dips her tongue deep into her. She moves her tongue in and out of Karen's hole, fucking her with her tongue. When Dee finally moves to suck her clit into her mouth, she slides two fingers deep into her cunt.

At this point Tom moves behind Dee and with his hands on her hips, brings her up onto her knees, with her legs slightly parted. He guides his cock head to her pussy lips, rubs it up and down her slit a few times, then pushes the massive head into her opening. As Dee sucks and fingers Karen, Tom works his cock all the way into her hot pussy. He gets a good rhythm going, pumping Dee while hanging on to her hips, his balls slapping her ass with each deep thrust.

After watching all this for a while, I go to Karen and start sucking and nibbling her tits while she grabs my cock in her hand and slowly works it over. I hear her breathing getting rapid so I lightly bite one nipple while pinching the other. Dee also can tell Karen is close and really fingers her fast and hard while sucking her clit. Karen's body bucks and shakes as she has a very strong, very long, and very vocal orgasm.

When she has come down a bit, she pulls my cock to her mouth and licks the length of it. I leave her tits so I can watch Tom pounding into my wife. While still situated between Karen's open legs, she has dropped her head to the bed and is just concentrating on the great pounding she is getting. Soon she is moaning and about to cum, her fingers still deep inside Karen. Tom's breathing picks up, as does the speed of his fucking. Then, just as Dee's orgasm hits, he announces he is cumming and drives his cock as hard as he can into her again and again, depositing his load deep in her cunt.

Tom finally pulls his still semi-erect cock from Dee's pussy and she rolls over onto her back. Karen quickly crawls over to Tom and takes his cock in her mouth, cleaning off the mixture of his and Dee's cum. I come to Dee and give her a deep, hard kiss and tell her I love you. I then move between her legs and slip my raging hard on into her hot, soaking wet pussy. Through the wetness I can feel the heat like I am in a furnace. I slowly push my cock all the way in, then pull back until the head is just within her lips. We slowly fuck, enjoying the wonderful, familiar feel of my cock in her.

Karen has sucked Tom back to full hardness, and he now again offers his cock to Dee's lips. She opens and accepts his massive tool once more to her mouth. She looks beautiful with my cock moving in and out of her as she moves her mouth up and down another. Karen crawls over and begins licking Dee's nipples and playing with her tits. She turns her body so I am able to reach her and I slide two fingers into her pussy and finger fuck her.

After what may be three minutes or an hour, who knows, Karen tells Tom she needs for him to fuck her. He pulls his cock from Dee's mouth, lies Karen down next to us and proceeds to fuck the hell out of her. I am able to play with Karen's tits and nipples and Tom is able to do the same with Dee.

I feel that familiar feeling in my balls and I know that I can't last much longer. Dee knows it also and gest that devilish smile on her face. As I begin shooting my load into her, I can feel her cunt squeezing my cock, trying to milk every drop from me. When I'm finished I run my hands over her body, a big smile on my face.

Next to us, it appears they have both cum as well and are looking at us with big grins also. We unhook ourselves from our mates, and I bend over and give Karen a big, deep kiss and Tom does the same to Dee. We all get up to get dressed and Karen takes Dee in her arms and kisses her. Even after everything we have just been through, the sight of the two of them, naked, kissing each other is still hot as hell.

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