I laid down on my back on the bed - Kate and Ali got on their knees and Kate straddled my face. "we're going to make out like you want, but you're going to be too busy eating our pussies to see it," she said and lowered her pussy on to my face, pulling her strap-on to the side so I could push my tongue against her wetness. Her familiar smell and taste filled my senses as I pressed my tongue against her clit and licked up and down against her opening. I could feel her move as she kissed her friend and I could sense their hands moving over each other's body. My dick was getting hard and sticking straight up in the air, but it got no attention from the preoccupied women. Kate's body arched back and I imagined Ali sucking her sensitive nipples as I continued to press my mouth against her pussy and chewing gently on her clit. Her breathing came in pants, faster and faster and she pressed her weight down on me so hard I could barely breathe. Kate cried out and came as she ground her pussy against me - the quickest she's ever reached orgasm.
Once her spasms had subsided she moved off the bed and Ali replaced her, lowering her unfamiliar pussy onto my mouth, juices flowing into my mouth. "you wanted a threesome, didn't you? Is this what you expected?" said Kate as she raised my legs in the air. As I licked another woman's pussy, finding her clit and nibbling on it lightly, Kate slipped a lubricated finger up my ass, slowly, and probed deeper and deeper. I moaned and slapped the bed with my hands as she aggressively added a second finger. "Keep eating that pussy or you'll be in worse trouble," said Ali as she ground her pussy down into my face taking my mind away from what Kate was doing. I reached up to touch her breasts, but my hands were slapped away. At that moment, I felt the tip of Kate's strap-on against my ass and the pressure as she slowly pushed it into me. I squirmed against her and against the pussy I was licking, Kate gave me time to get used to the strap-on in my ass and slowly increased her pace and how much of it she was giving me. Ali yelled, "lick my ass, lick my ass!" as her hand reached down and began furiously rubbing her clit. I dipped my tongue into her tight asshole and felt it tighten up as she came in a rush all over my face.
Kate's pace quickened after this and Ali stepped down from the bed and refit her harness and strap-on. Kate's chest was red and her eyes were closed as she thrust faster and faster, the vibrator in her harness pressing against her clit as she reached the depth of each stroke. Kate's small, perky breasts bounced above her bra, pulled down below them by Ali earlier. She stroked my hard cock a few times, but returned both hands to my hips as she drove harder and faster into me, finally letting loose with another yell as she came again., holding herself deep inside me with the vibrator pressed against her clit.
After a few moments, her breathing returned somewhat to normal and she slowly pulled out. "my turn, my turn! I want to fuck that tight man ass," Ali's strap-on was bigger, and had a realistic cock shape. Kate got on her knees and sucked it briefly, spreading saliva on it and then used her hand to guide it toward my ass. She must have sensed my tenseness and stroked my cock a few times and told me to relax.