A Wild Night with Elly

Larry clearly remembered that unusually warm September day when he first met Kelly five years ago.

Larry and his wife Allison had volunteered to help his goddaughter Lynn transport her stuff to college, and get settled in her dorm room. Lynn was the only child of his lifelong friend Sam who had died almost seven years ago. Shortly before Sam passed away Larry had promised that he would look after Lynn, like she was one of his own, and help Sam's wife Jennifer in any way that he could. Over the coming years Larry watched Lynn grow from a child who was devastated by the loss of her father, into a beautiful, intelligent, and vibrant young woman. Larry and Lynn enjoyed a very close bond, and talked at least a couple of times each week, with Lynn often asking Larry for advice instead of her mom.

Larry carried a heavy box into Lynn's dorm room and momentarily stopped in his tracks as he noticed this beautiful young woman talking to Lynn. After he set the box in the corner Lynn stopped him and said, "Larry this is my new friend Kelly." Larry and Kelly both smiled and exchanged pleasantries.

As Larry went back to the van for another load of boxes he kept thinking about the lovely young woman he had just met. Kelly was an extremely beautiful woman about five foot five inches tall, with smooth mocha colored skin. She had an exotic Polynesian look with beautiful expressive brown eyes, high cheekbones, and sensuous full lips that were framed by long dark hair that flowed halfway down her back. The tight pink shorts and white top that she was wearing accentuated her firm breasts and ass.

When Larry returned with more boxes Kelly was bent over at the waist getting something out of a box on the floor. Her firm ass was pointed in his direction. When Kelly moved he could see her full breasts swaying inside the tight top revealing that she wasn't wearing a bra. Larry's body responded and his dick started to stir in his pants, much to his dismay.

Kelly looked over her shoulder and caught Larry starring at her ass, and noticed the tent in the front of his pants. Kelly loved the way men looked at her, and enjoyed teasing them unmercifully. She felt her dark pointy nipples becoming stiff and thrusting against the thin material of her tight top. She turned around quickly and moved towards Larry to help him with the boxes, giving him a nice view of her firm breasts and dark nipples stretching the thin material of the tight white top. Kelly smiled teasingly and when she was three feet away from him she stopped and lowered her glance to his crotch and asked, "Do you need any help with that?"

Larry knew that Kelly had caught him looking, and the double meaning of her words caused him to pause for a few seconds before he finally stammered , "I'm not sure."

Kelly laughed and reached out and took the top box and carried it over to where Lynn was standing. Kelly whispered something to Lynn and they both glanced at Larry and giggled wildly.

Lynn and Kelly became very close friends, and from that day on every time Larry came to visit Lynn at college Kelly always managed to find a way to tease and flirt with him. Larry would always get noticeably aroused, and then Kelly would flash him a seductive smile while her smoldering brown eyes screamed fuck me. Larry was usually left standing there thinking about Kelly, and on more than occasion he was forced to quickly hide his erection before Allison or Lynn noticed his condition. Later when he was at home alone just thinking about Kelly would make him hard and cause him to masturbate while he fantasized about doing all sorts of nasty things with her.

During their phone conversations Lynn would sometimes make comments to Larry about Kelly's wild sexual exploits, and her special attraction to older men. One night Lynn called Larry after returning from a frat party, where she had too much to drink. She was crying because some guy she hardly knew had been groping her, and trying to talk her into going to his room. Lynn had slapped him across the face and left the party. After talking with Larry for a couple of minutes she finally calmed down and stopped crying. "You're such a great guy Larry. You always make me feel better when we talk, and I hope that I'm lucky enough to find someone like you for a husband someday."

Larry replied, "Thank you Lynn. You're a beautiful and very special young woman and I know that you will find the right guy someday who will make you happy, treat you with respect, and appreciate all you have to offer."

"Kelly and I are always talking about how great a guy you are. Kelly finds you very attractive Larry, that's why she is always teasing you unmercifully and making you hard. She has mentioned on more than one occasion that she would love to get you alone and seduce you. She has such beautiful breasts and her delicious pussy is shaved smooth, and tastes so good. I bet you would just love to eat her pussy and fuck her, wouldn't you Larry?"

Larry was in shock as Lynn's words quickly registered in his brain. He had always thought that his goddaughter Lynn was a sweet and innocent young woman, and had never heard such explicit language come out of her mouth before. Larry sat there silently for a moment as he savored Lynn's description of Kelly's body, and pictured Lynn and Kelly's young bodies intertwined in passion. He realized that his cock was stirring in his pants, and that Lynn was waiting for him to say something. Larry finally replied, "Lynn it's obvious that you had too much to drink tonight, and I don't really think that I should be my sexual desires or fantasies with you."

"I'm sorry Larry, I didn't mean to make you so uncomfortable. I just wanted you to know that Kelly thinks you're great, and would be willing to do anything to make you happy. I like Allison very much, but sometimes it doesn't seem like the two of you are very happy anymore. You're more to me than just a godfather, and I want you to be happy and enjoy all the pleasures that life has to offer. Please don't tell my mom that I got drunk, and said all those things to you."

Larry laughed and said, "It's okay Lynn, our conversation tonight will stay between us. I'm flattered that a beautiful young woman like Kelly would find an older man like me attractive, even though I can't understand why. You better get some sleep so you don't fall asleep during your classes tomorrow. Goodnight Lynn."

"Goodnight Larry, thanks again for being so understanding."

The years passed quickly, and Larry and Allison decided to throw a graduation party for Lynn at their house since they had a pool and hot tub. Lynn had graduated with excellent grades and a degree in hotel management. Kelly had obtained a degree in marketing.

The party was a huge success with everyone having a great time. Lynn, Kelly, and Lynn's mom Jennifer had decided to sleep over at Larry's so they could drink and not worry about having to drive home afterwards. Around eleven all the other guests had left so Allison and Jennifer said they were calling it a day, and headed off to bed. It was a beautiful warm, star filled, summer night and Larry decided to stay up with Lynn and Kelly. Both of them had been drinking quite a bit and he wanted to make sure they were going to be okay.

Larry sat in the chaise, pretending to be asleep, but stealing a glance at the two young women in the pool every chance he got. They were both wearing very skimpy bikinis. The tops only covered half of their full breasts, and the bottoms barely covered their pussies and ass. Larry felt his cock twitching as he noticed that Lynn and Kelly were standing very close to each other in the water. When Kelly reached out and started touching Lynn's breasts Larry's cock hardened quickly. He watched through half closed eyes as Lynn's hands were all over Kelly's breasts. The two women quickly removed the bikini tops from each other, freeing their breasts. They pulled each other closer, mashing their bare breasts and nipples together as they kissed. Larry had never seen two women making out before, and his cock was straining against the front of his swim trunks. Both women had one hand under the water and it was obvious from their facial expressions, and the moans drifting in the air, that they were fingering each other under the water. Larry was getting so hot watching them that he wanted to get his cock out and jerk off, or else join them in the pool. Within minutes they had both fingered each other to a climax.

Kelly was still very horny so she suggested going into the hot tub so they could have some more fun.

Larry finally got to see their wonderful breasts as they got out of the pool. Lynn's large breasts had beautiful round aureoles and pointy nipples. Kelly's firm breasts were a perfect size, and her nipples were much darker and longer than Lynn's. He thought about how their breasts would feel in his hands, and in his mouth while he sucked on their swollen nipples.

Larry watched the two young women thrashing around in the hot tub, both finally moaning with orgasmic pleasure. When he thought they had finished for the night Larry slowly drifted off to sleep. He dreamed about fucking and sucking the two gorgeous woman at the same time.

Kelly and Lynn were temporarily spent so they decided to get out of the hot tub and lay out and look up at the stars. They had to walk past Larry to get to the other chaise. Kelly stopped abruptly, and Lynn almost walked into her. Kelly pointed to Larry laying there on the chaise sleeping. There was just enough moonlight for Kelly and Lynn to see the huge bulge tenting his swim trunks. Kelly whispered into Lynn's ear, "Oh doesn't that look yummy, it makes me so fucking hot thinking about how that would feel inside of me. Larry must be having a very naughty dream. I think that we should attack him and help ourselves to some hot cock and cream."

Lynn stood there frozen, torn between the inviting looking bulge that was making her wet between her legs, and the moral dilemma of having sex with her godfather who was a married man. Finally she whispered back to Kelly, "Why don't you have some fun with Larry, and I'll just watch."

"Okay Lynn, but feel free to join in anytime you want. I'm sure that Larry has enough cream for two hungry kitties."

Lynn put her bikini top back on stood behind chaise that Larry was sleeping on. She knew it was wrong to watch Kelly and him, but some deep dark desire inside of her wanted to see Larry in action. She had to admit that she had fantasized about Larry fucking her or eating her pussy many times when she masturbated. She had even bought a cock shaped vibrator, and when she pushed it deep inside of her and climaxed she often pretended it was Larry fucking her.

Kelly's mouth and pussy were watering as she stood there looking at Larry's erection, thinking about how she wanted to attack him. She had wanted this man for so many years, and it looked like tonight she was finally going to get what she desired. The chaise was wide enough for two people so Kelly crawled next to Larry, being careful not to actually get against him. Then her delicate hand reached out and gently traced the full length of his stiff shaft, until a soft moan escaped from Larry's lips. Kelly could tell that his meat was a nice length and thickness. Her pussy juices were running down her legs. Kelly carefully worked her fingers inside the leg of the swim trucks and grasped the shaft with her soft hand. Again she caressed the length until Larry moaned.

Watching Kelly caress Larry and hearing him moan softly was getting to Lynn. Her hands were tweaking her nipples making them hard and needy again.

Kelly wanted to free Larry's cock from his swim trunks so she could lick it with her tongue, and take him into her mouth and suck him. Very carefully she worked the leg portion of the trunks upward towards his balls, and then used her soft hand to guide his shaft to the freedom of the night air. Finally her patience was rewarded and Larry's nicely shaped cock was sticking straight up in the air. Kelly positioned herself and moved her mouth towards the swollen cock that was calling her name. It had been a long time since she wanted a particular mans cock so badly. When her mouth was almost touching him her tongue flicked out and tickled the swollen cock head until Larry stirred a little and moaned louder. Kelly backed off for a few seconds not wanting to wake him just yet. Kelly repeated the gentle tongue action a few more times, and then her patience ran out. She opened her mouth as wide as she could and slowly engulfed half of Larry's throbbing rod, and then started sucking.

Larry moaned and thrust his hips upwards as his eyes fluttered open. Once he realized what was happening he groaned, "Oh my gawd Kelly, what are you doing?"

Kelly removed the hot rod from her mouth and replied, "I'm sucking your beautiful cock Larry. Doesn't it feel good? I know that you have thought about me doing this to you, and I want to taste your cream before you fuck me. You just lay back and let Kelly show you how much she wants your fucking cock."

Lynn was standing there with one hand working on her nipples, and the other inside her bikini bottom rubbing her slippery snatch. When Larry opened his eyes she quickly moved backwards so he couldn't see her.

Larry was struggling to gain his composure. He knew this was wrong but Kelly was right about him fantasizing about this moment for a very long time. He was going to stop her, but before he could move her hot hungry mouth was swallowing his cock again. All he could do was moan with pleasure as his fingers ran through her long dark hair.

Kelly knew that no man could resist her hot sucking mouth. She loved the feeling of power it gave her to have a mans cock buried in her mouth. She had sucked quite a few cocks in her life and acquired a real talent for driving men crazy. She looked up into Larry's face as she slowly worked downward an inch at a time until her full lips were at his balls, and his cock was buried down her throat. Her hand was squeezing around the base of his balls to keep him from shooting too quickly.

Larry watched in total amazement as Kelly swallowed his whole shaft. Feeling the head of his cock lodged in the tight opening of her throat almost caused him to blow his load. His hands were in her hair gently pulling her mouth up and down his shaft as he fucked her face. Larry had never felt anything so incredible in his life before. Allison would give him a blow job from time to time, but nothing like this young cocksucker.

Kelly backed off his shaft so she could breathe, then used her tongue to torture his throbbing head, before sliding the whole shaft back down her throat. The look on Larry's face was pure rapture as he enjoyed and appreciated her oral talents. Kelly would take him close to shooting and then back off.

Kelly's hot mouth was driving Larry crazy. Every time he felt ready to shoot she would stop and wait a minute, then go back down on him. He was whimpering at this point, "Oh you fucking cocksucker, please let me cum in your hot wet mouth!"

Kelly looked up at said, "Okay baby I'm ready to taste your cream now!" She started bobbing up and down on the shaft faster, and sucking even harder, until she felt Larry's whole body tense. Then she opened her mouth wide and used both of her soft hands to pull on his cock. Larry grunted like a wild animal and exploded into her hot greedy mouth. Stream after stream of hot sticky cum shot in her mouth and pooled on her tongue. When he was done shooting Kelly made sure that he watched as she slowly swirled his load around in her mouth and then swallowed it. Then she went back to work on cleaning his cock, making sure that she captured every last drop of jism. She smiled up at him and said, "Oh Larry your cum tasted so good."

Lynn started to climax and moan loudly shortly after watching Kelly devour Larry's cock and swallow his load. She was disappointed that Kelly had not saved any to share with her. She would have really enjoyed a taste of Larry's nectar.

Larry realized for the first time that Lynn had been standing there watching what had just happened. He was embarrassed, and yet there was something about Lynn watching that also turned him on.

Kelly didn't want to waste a moment so she sat down on Larry's lap and humped her thinly covered pussy against his semi erect shaft. Her bikini bottom was soaked and the material was pulled tightly into her slit, tormenting her clit and allowing her slick outer lips to actually rub against the shaft pinned underneath her. Kelly was getting hotter and hotter as she rocked back and forth against his cock while moaning wildly.

Larry sucked her tits and nipples, as he cupped her firm ass. His strong hands on her ass were pulling her even tighter against his swelling cock. One of his fingers snaked inside her bikini bottom and started running up and down between her ass cheeks. When his lubricated finger reached her anal opening he massaged the brown puckered opening looking for a way inside.

Lynn had laid down of the other chaise and now had two fingers buried deep inside her pussy as she watched Kelly humping Larry.

Kelly came with a loud moan as Larry's finger slipped inside her ass. Her whole body trembled as his finger continued to fuck her tight ass, until she stopped moving back and forth and collapsed against Larry's body.

Larry laid Kelly down on the chaise and was just ready to remove her bikini bottom and start eating her wet twat when there was a scream from inside the house. He jumped up quickly and stuffed his cock back in his swim trunks as he dashed into the house.

When he reached the bedroom Allison was in a state of panic. "Larry there is a bat in the house. I was sleeping and then I woke up for some reason and heard something rustling against the drapes. When I turned on the light it started flying around the room and I screamed."

Larry finally tracked down the flying intruder and captured it alive. He took it outside and let it fly off into the night. With Allison awake his night of fun was over, and he just stood there overcome with disappointment. He kept thinking about what might have been. Larry wondered whether he would ever see Kelly again.

Kelly and Lynn both managed to find jobs around the same time, and shared an apartment. Unfortunately they had to move to Dallas which was twelve hundred miles away. Lynn became a management trainee at a posh five star hotel, and Kelly went to work for a software development company.

Another year passed and Larry's life became dull and boring. Something about that missed opportunity with Kelly haunted him. He often wondered whether Lynn would have eventually joined in the action that night. He still remembered how incredibly hot she had looked that night laying there on the chaise with two fingers buried deep in her snatch, and her nipples looking like they were going to explode. He had wanted to fuck both of them. Sometimes Larry fantasized about being with Kelly or Lynn individually, and sometimes he was with both of them.

One day Larry's boss walked into his office and gave him a very important project. The company needed to replace some of their existing software and Larry was going to be in charge of selecting and implementing the new software. If things went well he would receive a big promotion at the end of the project. When Larry researched vendors he was pleasantly surprised to see that the company where Kelly worked was one of the market leaders. He contacted them for information, and they appeared to have a good product. During one of his phone conversations with the account manager Howard, he asked about Kelly. Howard not only knew Kelly, she was his new assistant. Howard asked Larry whether that would be a problem. He didn't want to put Larry into a position where there might be a conflict of interest. Larry responded that he would select the software vendor based on their product, and he didn't have a problem with Kelly being involved. Howard suggested that Larry should come visit them in Dallas. They would put him up at a first class hotel and show him their product. Larry could also visit a couple of other customers in the area who were using the same software.