Tiffany’s Lesson

nolan

5/99

Copyright 1999 by nolan. All rights reserved. No copying, reprinting, or distribution
authorized without written approval.


Part I

Our room was spectacular. On the 8th floor, we had a balcony with an ocean view and a window inside which looked over the hallway onto the atrium surrounding the indoor pool. Unlike most cases where the brochures from the travel agent exaggerate the furnishings, we were pleasantly surprised to find a room much more attractive than we had expected. After briefly admiring our furnishings and setting down our bags, we couldn’t keep our hands off of each other. It had been a couple of years since we were able to get away on a vacation like this. Work schedules and the lack of money had made it impossible. But this year we were determined to get away for a week. We chose this resort in San Diego because it offered a quiet retreat for the two of us to relax and rekindle some of that fire that had died down as a result of our hectic lives.

The white sheets were crumpled and gathered around her hips as she rode me. Though the room was nearly dark, we had opened the balcony curtain and the setting sun provided a soft, reddish glow. She was sitting straight up so that I could watch my beautiful wife as her hips thrust down on me. At 28, she still looked like the sexy coed I had fallen in love with in college. She kept herself in shape and still had the body of a 21-year-old. Her hourglass figure hovering over me was very arousing. Her face, which years ago I would have called cute, had evolved into the face of a breathtaking woman. My hands devoured the sensation of the smooth skin of her thighs as I held onto her. I could see the ecstasy in her face through her closed eyes and lower lip which was clenched in her teeth.

Her curly hair was falling from her hair clip and loose strands were dangling in front of her face. She leaned her head back and thrust her chest and beautiful breasts forward as she arched her back in passion. I reached up with my hands to massage and cup her breasts while my fingers gently squeezed her nipples. She raised her hands to mine, kneading my hands into her flesh. Her low moans and grunts added an audible element to the visual arousal I was enjoying. Her pace quickened as she began rising further off of me before plunging back down. With each thrust our bodies slammed together, making a light slapping sound as her ass landed on my thighs. I moaned as I forced myself deeper into her.

I kept checking the hall window out of the corner of my eye. Gwen and I had left the curtain open slightly. The possibility of a stranger or strangers watching us added a bit of excitement to our lovemaking. Finally, I caught a glimpse of someone.
"We have an audience," I whispered.

She moaned in response. Our arousal climbed higher knowing that we were being watched. She reached down with her hands and planted her nails in my chest. She leaned forward slightly and remained still so that I could control the movement. With increased access, I began to thrust up into her. With full strokes, my cock moved in and out of her like a piston. Again, the slamming of our flesh pressing together filled the room with the sound of sex.

"Who is it?" she asked.

"I think it’s a girl."

"What?"

"It looks like a young girl."

The lack of belief in my wife’s voice was understandable. We had done this on previous occasions and had only had men watch us. It seems that men are a little more voyeuristic than women. That, or they're just more adept at picking up on sights like this through small cracks in an open curtain. But this time I was almost certain that I had seen a young girl. I couldn’t tell now because she had hidden herself out of view again.

As we talked about who was watching us, my wife took control of the movement again and began grinding on me. Whenever my wife knew that she was being watched she put an extra effort into her sex. I think perhaps knowing that it might be a girl made her a little more excited. Although she hadn't had any lesbian experiences, I think the idea of another woman, or in this case a girl, watching us made her a little hot.

Again, I caught the girl peeking inside. This time, for a short moment, I looked into her eyes before she ducked away. I placed my hands behind my wife’s hips to pull her ass down onto me. I concentrated on fucking her as I remained aware of our possible viewer.

"I think she’s still there, what do you want to do?" I whispered.

"Are you sure?" my wife asked again.

"Yes, I looked right at her."

"What do you mean by a young girl?."

"She looks like she’s probably in high school. Should we say anything to her?"

A couple of other times we had invited the men who had watched us to join us. My wife seemed to enjoy the attention of two men and I had to admit the excitement of watching her take another man’s dick in her mouth or pussy. We had talked about sharing another woman but had yet to have the opportunity.

"She’s not looking right now," I said. "Why don’t you get up and go to the door?"

With that she raised up off of my cock, wrapped the sheet around her and walked over to the door. I grabbed the blanket and drew it over me. When she opened the door, I saw a quick movement outside the window. The girl was starting to walk away, probably embarrassed to have been caught.

"Wait It’s ok," my wife said as she poked her head outside. "Stop. Come here."

Her voice was very pleasant and soothing as she coaxed the teen back to our door. I could hear her trying to make small conversation with the girl, reassuring her that she wasn’t in trouble for looking in our window. Eventually, I heard my wife ask if she would like to come in.

Hesitantly, the girl peered in through the door. After a couple of seconds of nervous swaying on her feet, the girl looked around and stepped inside.

"I’m Gwen and this is my husband Andrew," she said to the girl.

She was still blushing as she stammered out a hello.

"I’m Tiffany."

"Tiffany, Andrew said he saw you peaking in our window," said Gwen.

A nervous laugh and smile was all the girl could muster in response. I hadn’t said anything yet. I wanted my wife to do the talking because she was less likely to be intimidating. And she seemed to have a way of making people feel at ease, even in awkward situations such as this.

Instead of speaking I let my eyes wonder over Tiffany, examining her. She appeared to be no older than 17. She had that young, fresh look of a high school girl. She was a couple of inches shorter than Gwen, maybe around 5’6. Her hair looked to be naturally blonde and was straight. It hung to about her shoulder. She was thin, but with the body of a girl blossoming into womanhood. The curves of her hips had started to emerge and her breasts were developed. She had on a pair of khaki shorts that were cut high onto her thigh and a small, pink T-shirt that clung snuggly to her form. I got an impression of firmness or tightness in her body as I gazed at her. Her hands were in her pockets as she stood nervously beside Gwen.

Gwen was still holding the sheet around her body as she motioned for Tiffany to sit in one of the chairs near the bed. My wife took a seat beside me on the edge of the bed. Tiffany still looked as though she had done something wrong and was expecting some sort of punishment.

"You know, we left the curtain open a little bit on purpose," Gwen said. "We like when people watch us."

Tiffany looked up from the floor, a little confused.

"Andrew and I have had people watch us before. We think it’s exciting."

"How did you see us?" I finally asked.

"I was just walking down the hall toward my mom’s room." Tiffany stuttered. "I was on my way back from the pool. I was hanging out down there for a while."

"What caught your eye in our room?" Gwen asked.

"I had been looking in all the rooms with their curtains open as I walked down the hall. When I looked into yours, I saw..."

"The two of us," Gwen finished her sentence for her.

"Yeah I guess so," Tiffany replied still a little embarrassed.

"So what are you in town for?" Gwen asked, trying to change the subject a bit and ease Tiffany’s mind.

"My mom has a conference so she brought me along. Sort of like a vacation, I guess."

"So you just hang out at the pool all day?" I asked her.

"Pretty much. At least until my mom gets home from her meetings. She’s probably back now. I should go."

"Tiffany, why did you stay and watch us after you realized what we were doing?" Gwen asked her.

"I don’t know. I just did, I guess."

"Did you like watching us?" said Gwen.

She didn’t say anything, but blushed a little bit as her eyes glanced around the room to avoid contact with either one of us.

"It’s ok," Gwen assured her again. "You’re not in trouble and we won’t tell anyone."

"I guess I did. It’s just that, you know, I’ve never really seen anyone doing that. I’m sorry."

"Don’t be sorry Tiffany," said Gwen. "It’s ok to be a little curious."

I could tell that she was still pretty unsure of what was going on so I asked her how much longer she was going to be in town.

"Just until tomorrow night. We’re leaving when my mom gets finished tomorrow afternoon."

I still wasn't sure what Gwen was thinking about Tiffany. I knew that I was interesed in her. She was a beautiful girl, very young and innocent looking. Obviously Gwen had been curious enough to open the door and talk to her. But was she open to the possibility of another woman, much less a teenage girl? And for all I knew, Tiffany was about to run out of the room and we would never see her again. Finally, Gwen spoke up and answered part of my questions.

"Would you like to spend some time with us tomorrow, Tiffany?" Gwen asked. "We could get some lunch and maybe go swimming."

"Um I don’t know." she replied with hesitation.

"If you don’t want to, you don’t have to go," I said.

"It's just that I want to make sure you're ok with what just happened," said Gwen. "I don't want you to feel embarrassed or like you did something bad."

"Well, I guess it would be ok."

"Great. How about we meet in the lobby at around 11:30 and we’ll go get some lunch tomorrow?" asked Gwen.

"Ok," said Tiffany as she went to the door. "I’m really sorry for spying on you two. I didn’t mean it."

"Don’t worry about it. It’s ok," Gwen told her with an assuring kiss on the forehead. "We’ll see you tomorrow."

As Tiffany left and Gwen shut the door she turned back to me and dropped the sheet from around her. I could see her stiff nipples as she walked backed to me in the bed. I had softened a bit as we spoke with Tiffany, but as soon as Gwen slipped back underneath the blanket and took me into her hand I was hard again. After stroking me for a couple of minutes, she got up on her hands and knees and faced away from me.

I got up and positioned myself behind her. She was still wet from our fucking before and I slid into her with ease. She let out a groan as I put my full length inside.

"I am so turned on right now," Gwen said. "I’m on fire."

So the idea of Tiffany did get to her. I thrust in and out of her for several minutes until she shuttered in climax and forced her self back tightly onto me. As her ass and hips quivered around me, I thrust forward and shot off into her hot pussy. We collapsed in a heap and fell asleep.


Part II


Gwen and I slept in on our first morning of vacation before waking up and staying in bed, enjoying the feeling of being wrapped in the other’s arms. Eventually, Gwen got up to take a shower. As she showered, my mind wandered to Tiffany. I felt myself getting aroused thinking about the possibilities. She was beautiful. Realistically, I didn't know what to expect. At the very least, I knew circumstances probably wouldn't lead to anything more than a casual lunch. Perhaps we would find someone more exciting or willing later in our vacation. But I couldn't deny that I was getting extremely aroused thinking about her. By the time my wife got out of the shower, I was completely erect. A little embarrassed, I tried to hide it from her as I headed toward the bathroom and a shower of my own. That's when she turned to face me and give me a kiss. Her leg pressed into me and I knew she felt me. The sight of her wrapped in one of those little hotel towels made it impossible for me to calm down. She smelled so clean and fresh.

She said something about not having much time, but I was beyond stopping. I reached up to where the towel was tucked in between her breasts and tore it from her. As the towel fell to the floor, I backed her up against the vanity outside the bathroom door. Quickly, I tugged my shirt over my head and pulled my shorts off. I grabbed her and pulled her to me. Passionately, I kissed her and tasted her mouth. She was right about not having much time, but that didn't matter. A quick session of animalistic sex was what I needed. I took her breasts in my hands and squeezed as my tongue continued to explore her mouth. My hard on was rubbing against her thigh. I reached down between her legs and put my hand on her pussy. She was wet for me.

I grabbed her hips with both hands and turned her around. As we both stood in front of the mirror at the vanity, I pushed her down a bit so that she was bent over for me. Her tits were pressed against the cold, marble surface as I nudged her legs wider apart. I then placed the tip of my cock at her opening. With one powerful thrust, I buried myself to the hilt. I heard her groan loudly. My hands squeezed the flesh of her ass as I pounded into her. In the mirror, I could see her face, contorted in passion. She looked up into the glass and our eyes locked in the reflections.

"I want you and Tiffany both today," I told her.

"If you promise to give me this every morning that we're here, you can have us both," she replied.

I had her pinned against the countertop as I ground myself into her pussy. Her wet heat felt incredible and I knew I was about to cum. I gave her several more quick thrusts and then buried myself deep inside as I emptied into her. My loud groans echoed in the room. I slipped out of Gwen and stumbled into the shower.

When I got out of the shower, I put on a pair of shorts and a golf shirt. Gwen had put on a lavender summer dress with a material light enough and a skirt short enough to give me peaks throughout the day. Finally we headed out the door, anticpating what the day would hold. When we got downstairs, Tiffany was already sitting in one of the chairs waiting for us. She had on a light skirt and a sweater over a tank top underneath. She looked adorable with only a hint of makeup and a little bit of pink lipstick.

"Have you been waiting long?" asked Gwen.

"No. Only a couple of minutes."

"Good. Ready for some lunch?" I asked. "What do you feel like?"

"It doesn’t matter to me. Whatever you guys want."

"How about that little café we saw down on the boulevard," Gwen suggested.

Having agreed on the restaurant we went out to our car and drove a couple of blocks to the café. During lunch the conversation was casual, if a little awkward. I could tell Gwen was trying to make Tiffany feel at ease given the circumstances of the night before. We found out that she had just finished her junior year in high school and was looking forward to life as a senior. After two years as a cheerleader she had joined the swim team because she thought cheerleading was too fake and swimming was a chance to maybe earn a scholarship. She didn’t have a serious boyfriend though she had dated a few boys this past school year. She lived with her mom in Oregon and as she mentioned before was in San Diego with her mom for a conference. She said a few more things, but I was too intoxicated with her young beauty to concentrate on what she was saying. My imagination was running wild as we ate. When she began to suck on the ice cubes from her iced tea, I almost had to excuse myself from the table.

After lunch, the three of us went back to the hotel and agreed to meet down at the pool after going back to our rooms to change. Gwen and I went back and began changing into our swimsuits. She put on her pink bikini, a special purchase for the vacation, and I put an old pair of trunks that I had brought along. Gwen looked sexy in her new suit and it was all I could do not to put Tiffany on hold for another quickie in the room.

"She seems like a nice girl," Gwen said. "Pretty too. I noticed you staring at her quite a bit over lunch."

"I wasn’t exactly staring. I was just interested in what she had to say."

"Yeah, right. Her breasts weren’t doing any talking as far as I could tell."

I gave her a swat on her pink-enclosed butt and headed for the door as I reminded her that it was her idea to make plans with Tiffany today.

Gwen and I had jumped in the pool and were enjoying the cool water when Tiffany came out. I could see from the shoulder strap tan lines that she had probably worn a bikini and gone to the beach earlier in the week. But she had on a turquoise one-piece, perhaps still feeling a little embarrassed around us and not wanting to wear anything too revealing. Still, the material of her suit hugged her body tightly and accentuated her young, firm body. Gwen nudged me in the side to stop staring at her.

I ordered us some drinks from the bar as we continued to lounge in and around the pool. I made the assumption that Tiffany would want a banana daiquiri like Gwen and knew that at a resort like this they weren’t going to worry much about her age. I ordered a rum and coke. The drinks helped loosen everyone up a little bit and we started getting more comfortable with each other. Gwen and Tiffany were playing around in the pool, dunking each other under the water. Tiffany even mentioned that Gwen reminded her of her friend’s older sister. Eventually, it started to get a little bit late so Gwen moved the process along knowing that Tiffany would need to leave in a couple of hours.

"I think Andrew and I are done swimming and will probably head back up to the room," she said. "You’re more than welcome to join us."

"I shouldn’t," Tiffany replied. "But thanks for lunch and everything."

I was disappointed when she said that and hoped that our afternoon wasn't over.

"Tiffany, we insist," I said. "Just until your mom gets back. You can hang with us."

Gwen handed Tiffany a towel and told her that she would really enjoy it if she came up with us. She put up a little bit more of a fight before her hesitation subsided and she followed us.

When we got to the room, the air conditioning made it a little cold and I could see goosebumps rise on both of the girls' arms.

"Andrew, why don’t you go in the bathroom and change while we girls get out of these wet suits out here," Gwen told me.

I would have rather stayed out so that we could all change together but I didn’t want to press my luck this early. Instead, I left the door cracked a little bit so I could see them. Tiffany had her back to me as she slipped the shoulder straps of her suit over her arms. Even her nude back was arousing to me. When she bent over to pull it the rest of the way off, I held my breath when her ass was exposed. I was right about the bikini tan lines. Her bronze hips were contrasted by the white area of her ass cheeks. I thought I could see a small tuft of hair between her legs. I stiffened and rubbed myself as I watched. She turned around to lay her swimsuit on the table before taking some clothes from Gwen. I salivated when I saw her young, perky breasts. By now, I had taken my dick out of my shorts and was getting close to orgasm. But I stopped myself because I wanted to wait for what might happen. I listened to the girls talk.

"You’re a very pretty girl, Tiffany," Gwen said. "You must have a lot of boys after you back in Oregon."

"I don’t know if I would say a lot of boys," Tiffany replied. "But, I’ve had a few boyfriends."

"Tiffany, I just wanted to say again that you seeing us through the window last night was not a problem," Gwen said. "I hope you don’t feel bad. Like I said, Andrew and I left the curtain open a little bit on purpose hoping that someone would watch."

Probably because she had spent all day with us and felt a little more comfortable, Tiffany was actually able to talk about it to Gwen.

"It was just, you know once I saw what was going on I just couldn’t walk away," she said. "It’s not like I’m some sort of peeping Tom or anything."

"Hey, if I would have seen two people having sex I would have stopped to watch too," Gwen said as they both laughed. "Mind if I ask you something?"

"Go ahead."

"Have you and one of your boyfriends ever done it? I mean, are you still a virgin?"

"Well, I’ve fooled around with a couple of boys before but I’ve never actually, you know."


Part III


I stepped out of the bathroom when I saw that the girls were finished changing.

"What are you two talking about?" I asked.

"Oh, just girl-talk," Gwen said. "Boys and stuff. I was just asking Tiffany about her boyfriends back in Oregon. She hasn’t let one of those horny guys get lucky with her yet."

"Oh, a good girl huh?" I said with a wink at Tiffany.

"I guess so," she replied.

The girls had taken a seat on the edge of the bed and I crawled back behind them to stretch out. Something about a hard day of lunch and swimming that really takes it out of you. I was still comfortable with letting Gwen control the conversation and kind of set the pace for the day. I knew that she could relate to Tiffany better than me and was able to make her feel more comfortable. We talked about movies we had seen recently and what kind of music Tiffany liked. Eventually, Gwen turned the conversation back toward sex.

"I remember my first time," Gwen said.

"Oh, God not this story again," I groaned.

"He gets a little jealous when I tell this one because he wasn’t my first," Gwen said as she nudged Tiffany.

"When I was 17 I took a vacation with my parents to Hawaii. We were there for two weeks and I met this guy who lived there. One of the locals, I guess you could say. Anyway, it was just kind of a crazy summer fling, except that it only lasted a few days. One evening after a party on the beach the two of us sneaked off to a secluded hut that he knew about. I had the feeling that he had taken girls there before because he was just a little too familiar with the set-up, if you know what I mean. It was pretty dark in there, but we didn’t care because we just wanted to make-out for a while."

Tiffany smiled a little bit when she could see where the story was headed.

"And like it usually happens, things started to heat up a little bit. Next thing I know, he’s got his hand in my shorts, pulling them down. I guess I was just so turned on that I didn’t stop him. There was an old cot in there and he pushed me back towards it and laid me down. He didn’t even bother taking his shirt off but just sort of climbed on top of me. It didn’t last very long and wasn’t all that fun for me. But, I was young. What did I expect?"

"If you would have saved yourself for me, you could have expected a night of glorious passion," I said.

The two girls laughed.

"I’ve come close, but it’s just never went that far," said Tiffany. "I guess I’ve just never been comfortable enough with a guy."

"It makes a big difference for a girl whether or not she feels comfortable with the guy who’s her first," said Gwen. "It’s not like it is for a guy who will do it with any girl that is willing."

I had a notion to take offense at that statement but I knew it was true.

As our conversation continued, the girls turned to face each other on the side of the bed. They each had a leg up on the bed and one foot resting on the floor. I turned over to lay on my side so that I could move closer to them. Gwen placed her hand on my side and rubbed it up and down to my leg. I placed my hand in the small of her back.

"Tiffany, if you ever get lucky enough to have a guy like Andrew who cares enough to make you feel comfortable, sex can be pretty incredible."

I pulled her down to me for a kiss. I’m not sure what Tiffany thought about it since she was sitting right next to us, but she didn’t get up. Briefly I let my tongue slip into my wife’s mouth before she sat up again. I noticed that when she did, she let her hand fall onto Tiffany’s leg. I certainly didn’t have the courage to touch Tiffany yet, but instead took my hand off of Gwen’s back and placed it on her thigh. I knew that if Tiffany wasn’t there that Gwen and I would have been seconds away from fucking. As it were, my patience was straining.

"I just hope I do find a guy that I’m comfortable with someday," said Tiffany. "It’s not like I don’t want to have sex. I don’t exactly enjoy having to do it myself all the time."

I think Gwen and I were both a little shocked by her boldness in saying that. We both just kind of looked at each other before the three of us laughed, relieving some of the tension in the room.

"As pretty as you are, I’m sure you’ll have plenty of candidates," I said. "I know if I was a few years younger I would be after you."

I think my compliment made her blush a little bit, which was the reaction I was going for. Gwen also reassured her again that she was very pretty and that she was sure to find a good guy. While we were talking I had started rubbing my hand up and down Gwen’s thigh and had started going underneath the edge of her shorts. I let my hand rest under there and placed a finger on my wife’s panties. I looked up and saw that Tiffany could see what I was doing.

"He does this because he knows what it does to me," Gwen finally said. "Mister, we have company. Don’t you ever think with anything but what’s in your pants?"

"Well, it is a little difficult considering I’m laying on this bed beside two beautiful girls," I replied. "You don’t blame a guy for getting a little aroused, do you? Besides, it’s not like Tiffany hasn’t seen us before."

I looked up and winked at Tiffany and she blushed with embarassment.

I let my hand slip further into my wife’s shorts, now pressing against her panties. I was staring into my wife’s eyes, looking for an indication of our next move. I was surprised when I heard what it was.

"Tiffany, we really like you and think you’re a wonderful young girl," she said. "I may be out of line asking this, but would you like to."

Gwen didn’t get a chance to finish her sentence before she saw a small nod from Tiffany. I was surprised when Tiffany seemed to agree so willingly. I thought because of her youth and inexperience that maybe the whole concept was unrealistic. I could still see a little bit of hesitation or nervousness, but I could also see that Tiffany was starting to enjoy our company. Gwen took Tiffany into her arms and gave her a hug before breaking away and leaning down to kiss me again. Gwen had one hand on my chest while we kissed and her other hand rubbing Tiffany’s leg. I reached up to caress my wife’s breasts through her T-shirt. Since she wasn’t wearing a bra, her nipples quickly stiffened for me.

"Tiffany, would you let Andrew kiss you?"

Another small nod. Gwen sat up from me and I leaned up closer to Tiffany. My heart raced with anticipation of finally touching this girl. Slowly, our faces got closer before our lips met. I felt like I was a teenager all over again in the backseat of my car. Her lips were soft. I felt Gwen come closer to us and put a hand on each of us, caressing us as we kissed. Our kiss was innocent at first, but eventually built some passion. She actually kissed me.

Gwen reached behind me and grabbed at the back of my shirt, motioning me to take it off. I sat up in the bed as I pulled it over my head. When I turned back to face the girls I saw Gwen leaning in for a kiss of her own. Tiffany’s head pulled back right at first, but then she stopped and let Gwen kiss her. I wondered what was going on in her mind. She had just accidentally met us last night and here we were kissing her.

With my shirt off, I moved back to where the girls were sitting so that I could reach the two of them. I placed a hand on each of their legs as they kissed. Gwen then turned to me again and placed her tongue in my mouth. I still had one hand on Tiffany’s thigh as I pulled Gwen’s shirt out of her shorts. As I pulled it up, she took over and lifted it over her head. Her breasts swung free and I hungered for her stiff, pink nipples. Tiffany just stared at her.

"Would you like to join us?" Gwen asked Tiffany.

She didn’t say anything in response, but only started to remove her shirt. I rubbed her stomach and sides as she pulled it over her head. She had on a white, lacey bra and her flesh pressed up and over the edge of the material. Her breasts weren’t quite as big as Gwen’s, but I could tell that they were very firm. Gwen leaned forward to Tiffany and reached around to the clasp in the back. With one, easy motion she had her bra off and my arousal grew when I finally saw her bare tits up close. I pulled her down to me for another kiss as my hand massaged her breast. Her nipples stiffened at my touch.

Gwen then took the initiative, probably sensing that Tiffany wasn’t sure of the situation.

"Tiffany, are you sure you’re ok with this?" she asked. "I think we can have a lot of fun, but if you don’t want to that’s ok."

"I’m fine," she replied with a small nod.

Gwen then turned to me and pulled at the button of my shorts. Her expert fingers quickly had the button undone and she slipped her hand inside to feel my erection. At first she rubbed me with her hand before taking me into her fingers and squeezing.

"I think he’s hard for us," she whispered.

I took Tiffany by the hand and pulled her down to my growing cock. I wanted her to touch me. She let me place her hand on my hardness and eventually started rubbing it. I groaned in pleasure.

"That feels so good," I said.

Gwen stood up from the bed and proceeded to take her shorts off. She lowered them down her milky thighs and onto the floor. Then she put her thumbs in the waistband of her red bikini panties and peeled them to the floor. She then went to Tiffany and stood her up. She helped Tiffany get out of her shorts, but left her to take her panties off on her own. Tiffany didn’t hesitate, and slowly lowered her pink cotton panties to the floor. My cock strained against my shorts when I saw her standing there naked. Her young, fresh pussy had just a light hint of blonde hair. I was very aroused looking at those two.

"I think he might need some help," Gwen whispered as she climbed onto the bed with me.

Tiffany took a seat next to me as Gwen proceeded to pull my shorts the rest of the way off before yanking my underwear down over my stiff member and the rest of the way off of my legs. Once freed, my cock sprung into the air. I’m not overly large, probably around seven inches. It may have been that Tiffany had never seen a man’s cock up close like this, but she had the unmistakable look of arousal in her eyes.

"I know you said that you’ve fooled around, but how far have you actually gone?" Gwen asked.

"I gave a guy a hand-job once. And my old boyfriend stuck his hand in my pants, but that’s about it."

"Maybe today we’ll do a little more," I said with a small smile.

Gwen placed her hand on my dick and was stroking me up and down. As she pumped me, I could see Tiffany looking at my thickness and also peaking at Gwen.

"Would you like to feel him?" Gwen asked.

Tiffany moved down on the bed so that she was sitting on my left side while Gwen remained on my right. I was in heaven lying on my back between them. Slowly, Tiffany reached out her left hand and placed her fingers on the head of my cock. Gwen let go of me to allow our new friend to take me. I didn’t think it was possible, but I actually grew harder when Tiffany touched me. There was something about the sweet innocence of this girl that made me very aroused. Even though she wasn’t experienced, her rubbing and stroking of me was incredible.

"Does that feel good?" Gwen asked me.

"Mmmmm...oh, yes."

I could see that Gwen had placed her hand between her legs and was beginning to finger her wet slit. I watched as two fingers disappeared into her hole. I pulled Tiffany up from my dick so that I could kiss her again. As I kissed her, I turned so that I could lay her down on her back. I continued to kiss her as my hand caressed her tits. As I played with them, I could hear her breathing get heavier.

Gwen came around on the other side of Tiffany so that she was now the one in the middle. I knew we had to take it slow because of Tiffany’s inexperience, but it was all I could do to remain patient. I wanted her very badly. Gwen took Tiffany’s other breast in her hand and tweaked her nipple. Then she began gently massaging her, trying to warm her up. Her hands roamed across Tiffany’s breasts and abdomen as I continued to kiss her.

"Why don’t you taste her," Gwen said. "I know she would like that."

I didn’t need anymore encouragement than that and moved my mouth from hers and down onto her neck. Gently, I nibbled and sucked at her skin. She trembled. I then proceeded down her neck and onto her chest. I let my mouth trail around her breast, kissing her. Finally, I ran my tongue up the side of her tit and across her nipple. She jumped at the surprise. Then I took her stiff, pink tip into my mouth. I flicked my tongue across it before sucking her all the way in.

"Relax. Enjoy the feeling of his mouth," Gwen said reassuringly.

Tiffany's mind had to be racing. In a matter of hours she had gone from an embarrassed stranger to this. She was letting an older man who she barely knew caress her body with his tongue. A mix of arousal and nervousness had to be coursing through her.

As I continued to tongue her sweet breasts, I placed my hand down between her legs on her inner thigh. I groped her there, massaging and kneading her skin. I took my time working my way up because I wanted to make sure she was ok. Slowly, I proceeded toward her virgin mound. At first, I placed only two fingers on her outer lips. I rubbed them around. She exhaled loudly. Then, I gently let one finger slip in between her lips. She was wet.

I lowered my mouth and tongue down from her breasts and across her stomach as my finger began to explore her wetness. I could see that my wife had resumed her massaging and caressing of Tiffany’s breasts. I ran my finger up and down her wet slit and finally found her tiny clit. Her hips jumped from the bed when I touched her there. My mouth was now down on the top of her hips. I moved my tongue across her light pubic hair before planting a kiss between her legs. Another moan told me that she was enjoying this.

"Ooh, his mouth feel good doesn’t it?" Gwen asked.

Tiffany’s eyes were closed and she only groaned in response. I let my tongue slide inside of her and I licked her full length. With long, slow strokes I licked her. Again, Gwen was fingering herself as she watched me. Tiffany’s young pussy tasted so fresh and I could smell her arousal. Finally, I raised my tongue to concentrate on her hot button. I sucked her in my mouth and flicked my tongue like I had to her nipple earlier. She let out a small shriek. For several minutes I circled my tongue around her, enjoying the sound of her quickening breath.

"Have you ever cum with a man before, Tiffany?" Gwen asked her.

"No," was all she could whisper before groaning again.

"Just relax and feel the intensity and burning in your body. Let yourself go."

I really wanted her to cum for me. I remained gentle as I worked my tongue on her. I slipped a finger inside of her while I licked. After a couple of more minutes I thought I could tell that she was close. Her breathing had intensified and she was now moaning and thrusting her hips up to my mouth. My tongue focused in on her clit as I tried to bring her off.

Then, it happened. She screamed as her orgasm began. She was whining and moaning, almost as if in pain but I knew it was from pleasure. I held my finger inside of her as I felt her cum for me. Her thighs quivered around me as the waves of pleasure shot through her body. After several seconds of thrashing around the bed, she slowed and her breathing calmed.

"Did you like that?" Gwen asked the obvious.

With an exhale Tiffany said that she did and let a small smile cross her lips. By this time, my cock was painfully hard. I needed to feel someone. Gwen realized this and pulled me up from between Tiffany’s legs and onto my back. My cock was standing straight in the air. Gwen didn’t waste anytime kissing around my body but just lowered her mouth to me.

She took the head of my cock into her mouth and I groaned loudly. With her hand on the base, she pumped up and down on me. I reached beside me and caressed Tiffany’s tits while Gwen sucked on me. Then, while still sucking my dick, Gwen reached up with her hand and pulled Tiffany down towards her.

"Why don’t you try," she said. "Just put him in your mouth. Lick him and taste him."

"But I’ve never," Tiffany said.

"It’s ok. I’ll tell you what to do," said Gwen.

She then gently placed her hand on the back of Tiffany’s head and lowered her to me. She was pointing my cock toward Tiffany’s mouth. Finally, I felt her mouth on me. I threw my head back in ecstasy.

"Just relax and take him inside. Taste him with your tongue."

Gwen pulled Tiffany’s hair out of her face so that I could watch our young pupil as she tried to suck me. It was obvious that she was having some trouble with the size but she did manage to get my head into her mouth. Beyond that, she relied on her hand to stroke me. Still, the feeling was incredible.

"How’s she doing?" Gwen asked.

"Unbelievable. I can barely stand it," I replied.

Gwen stopped her instruction and instead let Tiffany try things on her own. She began to get a pretty good rhythm up and down on me. Slowly, she was able to take more of my dick into her mouth. Either way, I knew I wasn’t going to be able to hold back much longer. The sight of that pretty, young face along with the feeling of her hot, wet mouth were driving me insane. I mouthed the words ‘I’m gonna cum’ to Gwen.

Then my balls tightened as I began to erupt. I felt the first shot fire into the back of Tiffany’s throat. I think it surprised her a little bit because she jerked her head back off of me. But she kept her hand on me and pumped me through my orgasm. A spurt of my cum landed on her arm and the rest ran down her hand. In her excitement, she actually lowered her head back down to taste some of my semen. It was incredible. Gwen took Tiffany's hand into her mouth for a taste of her own.

"Oh God," was all I could stutter as I caught my breath. "That was incredible."

I thought I saw Tiffany smile. In reality, I wasn’t sure what to expect when I came in her mouth. But she seemed to handle it quite well. My beautiful wife, Gwen, had set this whole thing up and there she was aroused and ready to go. Up until then she had to watch Tiffany and I. I knew that she deserved some special attention.

As I raised up off of my back I gave Tiffany a long, passionate kiss. She was definitely into it now and I could feel her kissing me back hard. I drew away from Tiffany and turned to Gwen who again was relying on her fingers for stimulation.

"Let me," I said.

I then slid close to her and placed my hand between her legs. Her pussy felt like it was on fire and she was dripping wet. I slid my fingers into her hot hole before bringing them up to her stiff clit. I circled her spot with my finger, slowly at first but then faster. Her loud moans told me she approved.

"You two have me so turned on," she said. "I need it so bad."

I briefly looked toward Tiffany and nodded for her to join me. She was already getting up and walking around towards where Gwen was sitting on the bed. Gwen was there with her legs hanging over the edge, leaning back on her hands. Tiffany stood on the floor beside her and took her breasts in her hands. Gwen moaned. I continued to work my finger in her, bringing her closer to the edge. I knew she needed more.

"Would you like Tiffany to feel you?" I asked her as I looked up to gauge Tiffany’s response.

"Oh yes," she replied.

Tiffany looked into my eyes and I gave her a reassuring gesture before taking my hand away from Gwen’s pussy. Tiffany got on her knees beside the bed and placed her hand on Gwen’s thighs. She spent a few seconds caressing her before working up the courage to slip her hand between her legs. Gwen spread her legs wide for her in anticipation. My cock was starting to regain some stiffness as I watched the scene unfold. Our sweet, young Tiffany was about to finger my wife.

When she finally placed a finger in her slit, Gwen let out a cry. I could see that Tiffany was running her fingers up and down. I then watched as she let two of them slip inside and thrust in and out. I moved behind Gwen so that I could hold her in my arms and caress her breasts. I pinched and massaged her nipples as she laid back into me, enjoying the feeling of Tiffany’s fingers. Gwen then placed her hand on the back of Tiffany’s head, trying to coax her down to her hot pussy.

I was sure that Tiffany had never done that before, but she didn’t put up a fight and lowered her head to Gwen. Again she may have been inexperienced, but the fact that she was trying turned Gwen on. I saw Tiffany sort of stick out her tongue to taste her. Gwen thrust her hips forward to meet her tongue. For a couple of minutes I could tell that Tiffany was just trying to get used to the fact that she was eating another woman’s pussy. Eventually though, she started to lick her. I could tell from Gwen’s stiff nipples in my hands and her groans of ecstasy that she was enjoying every minute of it.

"I think you’re going to make her cum," I told Tiffany.

I was extremely aroused again watching this and my hard on pressed into Gwen’s back. I then positioned myself so that I could reach her clit while Tiffany licked her. My finger circling her clit was more than she could stand. Her entire body tensed as she grabbed Tiffany’s head and my finger brought her off. Her hips bucked against Tiffany as she started to cum. Loud moans and gasps for air filled the room. Gwen was literally trembling. Tiffany leaned back and kissed my wife’s legs while she continued to cum.

"I need you inside of me," Gwen said.

I pushed Gwen forward on the bed until I was able to sit on the edge. I held my dick straight up as I grabbed Gwen’s ass and pulled her back down onto me. As Gwen stood in front of me she slowly lowered her quivering cunt to my cock. As I reached her opening, she thrust all the way down. I leaned back on my hands as I remained sitting on the edge of the bed, loving the feel of Gwen’s wetness around me.

Tiffany watched in what appeared to be amazement. She couldn’t take her eyes off of my dick sliding in and out of Gwen. Knowing that she was being watched, Gwen was really starting to grind on me. She twisted her hips with every thrust down onto me, really showing off her pussy.

"Oh God, Tiffany," she said. "He feels incredible. I’m on fire. Would you like to?"

Tiffany paused, unsure what to do or say.

"Are you sure?" she replied.

"Yeah, it’s ok"

With that, Gwen gave me a couple of more hard thrusts before letting my dick slip out of her. My erection was glistening in the air. I turned towards Tiffany.

"Just be careful," Gwen said. "Remember, she’s never done this."

I nodded that I understood.

"Maybe it would be better if you laid on your back," Gwen told me.

I wasn’t in any position to argue. So I laid down on my back and placed a pillow under my head. Gwen reached over to feel Tiffany. I could tell she was still wet because Gwen’s fingers slid in effortlessly.

"Here. Just get above him and take it slow," Gwen instructed. "Take your time."

Gwen pulled on Tiffany’s arm until she was straddling herself over me. I could barely restrain from grabbing her hips and thrusting into her. Instead I remained still, more than willing to let Tiffany experiment with me. Gwen took hold of my cock as she placed her hand underneath of Tiffany’s ass, lifting her slightly.

"Now, just take in whatever you can," said Gwen as she positioned my dick at Tiffany’s wet opening.

Tiffany’s eyes were closed as she began to lower onto me. Gwen still had her hand on me as Tiffany let the head of my prick slide inside. She let out a small gasp. For a while, she remained relatively still trying to get used to the feeling of having me inside of her. Slowly, she was able to take me in an inch at a time. She felt incredibly tight and I was almost afraid that I would hurt her. Gwen moved behind Tiffany to caress her breasts and whisper encouragement in her ear.

"You’re doing fine," she said. "Relax, and enjoy the feeling."

I still had some length to give and I was dying to force myself up into her. But I knew if Tiffany took me instead of the other way, it would be twice as sweet. She was incredibly wet so that helped the entry. Finally, she took the plunge and lowered herself all the way down onto me. I felt myself break through her barrier as she let out a small scream. It was incredible. This sweet, young girl who we had just met last night had just let me take her virginity. Still, I didn’t move much because I wanted her to control the action.

"Can you feel him all the way up inside?" Gwen whispered in her ear. "It’s really turning me on watching you on him."

"Oh Tiffany," I cried.

I reached up with my hands and grabbed her breasts. I squeezed them and pinched her nipples as she began to ride me with more confidence. I saw that the sheets from the bed were around her thighs and realized that we were in the same position Gwen and I had been in the night before when she saw us through the window.

"Feels better to be in here than outside looking in, doesn’t it?" I asked.

"Mmm-hmm," she moaned.

Gwen reached around and placed her fingers down on Tiffany’s pussy. I knew that she was looking for her clit, trying to make her cum on me. Until that point, Tiffany had stayed slow in her thrusts on me. But when Gwen began to circle her clit, she grew more frantic and quickened her pace. She actually started to fuck me and I couldn’t believe what I was seeing or feeling. I was in heaven.

Tiffany’s cries grew louder as the intensity in her pussy grew stronger. Gwen concentrated on her clit while I began to thrust into her. Then she collapsed down onto my chest, laying her head on my shoulder as she began to cry out in orgasm. Her cries were right in my ear as she pumped up and down on me, electricity ripping through her body from head to toe. I could feel her stiff nipples against my chest as she thrashed around on me. She began to breath and cry out almost uncontrollably, as the intense pleasure waved over her.

"Oh God, I’m getting close." I yelled out.

Gwen then pushed Tiffany’s ass up and off of me and took my dick in her hand. I then felt her take me into her mouth, tasting Tiffany’s sweet, sticky juice. Tiffany remained laying on my chest as I approached an orgasm of my own. I squeezed her and held her tight to me. Gwen’s mouth was driving me crazy.

I then let out another loud cry as I felt myself begin to cum in Gwen’s mouth. Gwen pumped my dick furiously as I fired into her throat. Her head never stopped bobbing up and down on me until I was completely finished. She milked me of every drop.

"Oh Gwen," I moaned.

Gwen then let me slip out of her mouth and climbed up to lay next to me. Tiffany climbed off of me and laid on the other side. I wrapped my arms around the shoulders of both girls, holding them close to me. For several minutes, none of us spoke as our minds raced with what had just happened. Finally, Gwen broke the silence.

"I bet you never had this in mind when you agreed to come with your mom to this conference," she joked.

"Not quite," Tiffany replied. "I still can’t really believe it."

"Well when we left the curtain open last night, we certainly weren’t expecting anyone like you," I said. "But I’m sure glad it worked out like it did."

"I bet you are," Gwen said with a nudge. "I don’t know if I’ve ever seen you so turned on."

After several more minutes, Tiffany realized that it was getting late and that she should probably head back to her room so that her mom wouldn’t get back and worry about where she was. I really hated to see her go. Besides for the obvious arousal, I had enjoyed Tiffany’s company and hoped for nothing but the best in her future.

"Remember, always take a chance and peek in the windows," Gwen told her as she was leaving. "You never know what you’re going to see."