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It was well after two when Jenny and I finally reached her friend Alyssa's
apartment. Our original plan had been to pass through Portland completely on
the way home to Seattle but we had gotten a late start and after six hours of
driving from the California border we were both beat. So Jenny had called
Alyssa up from the last rest stop and she had been more than happy to put us
up for the night. They didn't see each other much since we had moved up
north. Me, I was just glad to postpone the last four hour's drive until I got
a little shuteye.
Alyssa met us at the door dressed in a flannel bathrobe that was open just
enough to rouse me a little from my stupor. She hugged Jenny and they went in
chattering away, almost ignoring me as I just missed tripping on the front
step and falling on my face. I said I was tired.
"Oh, god, it's so wonderful to see you again!" Alyssa told her. "And you,
too, Tom." she added as an aside to me. When I lived here in Portland I had
visited here a lot with Jenny, and whenever neither of them were watching I
often scoped Alyssa out head to toe. At twenty seven years old and 130 pounds
she'd never win a beauty contest but that didn't mean she wasn't damned
attractive. Almost as much as Jenny. Her extra weight was distributed
perfectly both above and below the waist. She was the sort you could cuddle
all night long and never get tired of it. It always had been a mystery to me
that she didn't get any dates but her priorities were different, I guess. I
would have purely loved to get her in the sack and often thought of it but I
could never hurt Jenny that way. Didn't mean I couldn't dream, though...
They chattered on for the longest time, oblivious to the late hour. I just
sat quietly on the couch and tried to keep my eyes open. Finally, Jenny
yawned (it looked forced to me) and said it was time to get some sleep. Fine
by me. Even Alyssa's body was failing to keep me awake anymore. Tells you how
tired I was.
Alyssa gave me a blanket and pillow and I sprawled out on the couch while
they went into her bedroom. Through the closed door I could still hear them
gabbing away. I hoped Jenny enjoyed trying to sleep in the passenger's seat
tomorrow. I would not feel sorry for her one bit. As I finally dropped off I
thought I heard a lot of excited, suspicious giggling...

It seemed like seconds later that I was being shaken awake. It was Jenny,
dressed in her pajama top. It was still dark outside so I mumbled something
about what the hell...?
"Sweetheart, I was just thinking and I felt guilty about making you sleep
on this uncomfortable couch." she whispered. I was too tired to be
uncomfortable but was wondering what she was talking about. "Why don't you
come sleep with us in Alyssa's bed? It's big enough."
Now I was fully awake and none too happy. Spending the night next to that
luscious body and unable to do anything about it would not be great fun. But
Jenny finally talked me into. My resistance is very low when I'm pooped.

Jenny took me by the hand and led me into the darkened bedroom. I started
to crawl into bed and she said "You're not going to sleep in your clothes,
are you?"
True enough, out in the front room I had just kicked off my shoes before
laying down. Gee, thanks, honey. It's gonna be hard enough sleeping next to
Alyssa as it is. I wondered if Jenny was trying to get me back for something
I did or said during the day with this torture. I turned to where Alyssa was
laying and said, "Does this bother you at all?"
"Oh, no." she replied "Jenny said you could be trusted."
Jeez. something very funny was going on here but I decided it might be to
my advantage to play it through. So I stripped down to my shorts and climbed
into bed. Jenny got in after me and there I was with a woman on each side of
me. I guess things weren't that bad after all. I put an arm around Jenny's
shoulders and kissed her and told Alyssa goodnight.
Not that it was going to be that easy to sleep. The bed wasn't *that* big
and both of the girls were pressed pretty tight against me. Jenny was
cuddling me on my left in the nightshirt and Alyssa's warm body pressed
against me on the right and while I did't dare find out for sure, I could
have sworn she wasn't wearing anything. All I could feel was bare flesh
pressing against mine. It wasn't going to be a very restful night after all,
especially since I was sporting a raging hard-on.

The night was getting less restful by the minute. Jenny wasn't just
cuddling, but running her hands up and down my chest and legs, making me
tingle. I was fast losing interest in sleep at all. She kissed me back, this
time with her tongue. Her intentions were obvious, but I wasn't so sure.
"Sweetheart," I whispered, "I don't know how to tell you this, but we *are*
in your best friend's bed. It doesn't seem fair to her."
Jenny replied in a throaty voice, "Alyssa doesn't mind." she leaned up on
her elbow for a second and addressed her. "Do you?"
"Not at all." Alyssa replied. "This bed doesn't see much action as it is.
I wouldn't mind watching somebody else for a change. That is, if it doesn't
bother Tom..."
"Who, me?" I squeaked, unable to believe what I was hearing. "Oh, no, not
at all. I seem to be outnumbered anyway."

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"Then it's settled." Jenny said, laying back down and caressing my body
again. It occured to me that the whole thing sounded suspiciously
well-rehearsed and then I asked myself what the hell I was worrying about.
I kissed her again, tracing delicate lines down her cheek to her ear and
then down to the base of her throat with my open mouth. I could feel her
shiver at the sensation as I undid her pajama top with practiced ease. I felt
a little self-concious. I had never made love in front of an audience before,
especially not one in the same bed. I could feel the heat of Alyssa's body
pressed against my back and it seemed to increase my excitement tenfold.
Jenny's hands ran down my sides and reached into my shorts, caressing my
cock as I undid the last button on her top. I opened it to reveal the
treasures that lay within. It was getting kind of warm so I took the blanket
off of Jenny and myself. It was dark, but still light enough to see fairly
well. Might as well give her a good show. In case you couldn't guess, I was
relly getting into this. Alyssa gathered the sheets around herself almost
selfconciously as I moved on my hands and knees to hover over Jenny.
I continued roving over Jenny's nude form with mouth and hands as she
shifted and moaned with pleasure. I took one delicate nipple in my mouth and
sucked it gently, letting it harden under my tender ministrations. Out of one
corner of my eyes I could see Alyssa watching wide-eyed, still wrapped in the
bedclothes.
Jenny grabbed the waistband of my shorts and pulled them down, and I
kicked them off onto the floor. I glanced again at Alyssa and could see her
staring at my cock, jutting stiff and hard from between my legs. This was
getting better by the second.
I moved my attentions from Jenny's breast down lower. I slowly, lovingly
made my way to the curly tuft of her pubic hair. Without warning I plunged
down between her legs and began running my tongue along the cleft of her
pussy, first on the outside and then slowly, tantalizingly working my way
inside. Jenny began to gasp and moan as her hips started pumping. Alyssa
suddenly said, "God, this is so great!" in a high, excited voice.
I was inclined to agree, but couldn't say anything as my mouth was already
busy.
Jenny must have been as excited as me, because it took her much less time
than usual to build up a full head of steam and before I knew it her gasps
grew in intensity and she suddenly stoped as every muscle in her body locked
in an intense orgasm. Slowly, slowly she relaxed and released a long sigh of
contentment. I crawled back up to lay beside her and she her tight until the
shivering subsided.
After a few minutes she said, "You always did know how to get to me. But
now I've got something for you..."
"And what is that?" I asked. Then Alyssa cleared her throat and I looked
behind me.
She had finally shed the blankets, throwing them off the bed completely.
In the semi-darkness I could see her in all her naked glory. My eyes roamed
over the magnificence of her body, from her flowing hair to large, inviting,
hard-nippled breasts, to her wide hips to the dark mystery of her crotch.
This was the body I had seen and held in hundreds of idle erotic dreams now
brought to glorious reality. I turned to Jenny and said, "Are you serious?"
"Love," she said, "Since our high school days Alyssa and I have shared
almost everything, both good and bad. You're one of the good things that
we've been waiting a long time to share."
I didn't have time to say much else before Alyssa made me lay down with a
firm hand. She gave me a deep kiss that suddenly made my heart pound like an
overworked compressor and took my breath away for a moment. I reached out and
explored her body with my hands as she was exploring mine.
Suddenly I had two sets of hands caressing me as Jenny joined her. I lay
back and enjoyed the unbelievable sensation. And, to my astonishment, I saw
that they were caressing each other as well as me. I would have to ask Jenny
about the extent of her "sharing" with Alyssa at some future time but I was
enjoying myself too much worry about it now.
They worked me over on each side with their tongues as well as their hands
and bodies. I fondled Alyssa's ample breasts, feeling their swelling
roundness, their weight in my hands, as I had so often dreamed of doing
before.
Their attentions moved farther down my body to the region of my hips. With
a light, feathery touch they teased my throbbing cock. Jenny raised my cock
up and they both bent down and kissed a deep tongue kiss, with the head of my
cock in between. The feeling of two slippery tongues writhing around the most
sensitive part of my body was almost too much to bear and I groaned
involuntarily. They broke and Alyssa looked at me with a wicked smile. Then
she glanced over at Jenny who nodded briefly. Alyssa crawled astride my hips
and I knew what she was up to.
She slowly guided me into her and then sat down on my cock, forcing it
deep into the slippery warmth of her body. I reached up and held her to me as
I began to pump with slow rhythem. Jenny wasn't left out, as she kissed
Alyssa and fondled both her and me. I felt just a twinge of jealousy at this
unguessed side of Jenny's personality but the mood overpowered everything
else.
Alyssa was really getting into it. Her breath was coming out in gasps that
were getting shorter and sharper and I began to think I might outlast her.
But the pressure in my loins was building too quickly and before I knew it I
orgasmed with a grunt, injecting my load deep into the warm depths of her
body. Apparently she had been close herself, because her gasps became cries
and I pumped even more furiously, ignoring the overpowering sensitivity of my
cock. Less than a minute later, she came with a cry that must have awakened
the neighbors, and then relaxed with a sigh and she rested her head upon my
chest and I stroked her hair gently. Jenny favored me with a last, deep kiss
before we all collapsed from exhaustion.
I fell asleep a bit later with each arm around a beautiful girl, cuddled
up next to me. I'd never been so happy or contented in my life.

We all slept well past noon the next day. At Alyssa's urging, we decided
to postpone leaving by a day at least. I was amazed to discover that she had
had her eye on me almost as long as I had one on her. We spent most of the
day talking and I discovered many things about both of them that I didn't
know. Like the fact that last night was the very first tiem they had done
anything like that. But as the day wore on we became very close indeed.
Almost like an extended family. That night wasn't a repeat performance, but
much, much better. The element of surprise was gone, but the intimacy flowed
much more naturally. I shan't bore you with details but let me say it was by
far the most incredible night of my life.

Jenny and I are back in Seattle now, but we talk of those nights often.
Alyssa calls on occasion, but I understand she has a boyfriend now who is
very jealous and possessive. Since he's twice my size I'm not about to make
him listen to reason so until she gives him the boot I guess Jenny and I will
just have to make it alone. Not that there's anything wrong with that, mind
you, but we've both had our eyes opened to something better. And we're
looking forward to the day Alyssa might join us again.