She opened the door a crack and peeped around the edge to see who it was before stepping back behind the door and opening it wide to let me in. She closed it behind me and I realised why she had avoided standing in the doorway; she was wearing a corset, lace panties and fishnet stockings, secured by slim garters. Her hair was loose and hanging down almost to her waist, and she wore six-inch stiletto heels. She looked amazing, and for a second all I could do was stare.
"I was about to text you, I thought you weren't going to show!" She locked the front door and started off down the hallway. "Come on, Matt and I are running out of things to talk about." I hadn't moved, and she turned impatiently to see what was holding me up, and caught me ogling her. She smirked and came back to take me by the hand "You aren't here for me, come and meet your co-star!"
She led me down the hallway to her bedroom; she lived in a share-house, and it had been tricky to find a night that all three of us were available and that her room-mates were out. Matt was sitting on her bed, texting someone on his phone, and didn't say anything as we entered. He looked appraisingly at me, and I looked expectantly at Liz. I had no idea how to start, and was hoping that she'd lead the encounter.
Fortunately for me, Liz had a pretty specific idea of what she wanted, and was assertive enough to make it clear. She explained to me that Matt was 100% gay, so she would be involved only as an observer. This was a little disappointing, as I had cherished a small hope that this would turn into a no-holes-barred (pun intended) bi three-way. There was a bottle of lube on her bedside table, along with three condoms (which seemed like too many, but okay). One wall of her room was occupied by a closet with mirrored doors; her bed faced toward it and in front of the mirrored doors was a wicker bucket armchair with a thick cushion, on top of which was a towel. More towels had been placed at the foot of the bed. The room was lit by a dimmer lamp, giving it a cosy and intimate air. Next to the arm chair, on a small side table, were two vibrators and a dildo. It seemed that Liz had given this a lot of thought.
Liz explained that she would sit in the chair and watch as unobtrusively as she could, and asked that we just pretend she wasn't in the room. Privately I thought that it would be a little hard, as she went on to ask that we make use of the towels on the end of the bed. I observed Matt as she spoke- he was about my height and in pretty good shape, though I guessed that he would weigh a little more than I did. I had a swimmer's physique, while he carried a little more bulk. His face was handsome but fairly average-looking, with no real distinguishing features. I found him attractive enough, but wouldn't go out of my way to get his number either. As I studied his face and demeanour from the corner of my eye, I decided that given the option I would rather fuck Liz than Matt.
She asked us if we had any questions and when neither Matt nor myself said anything, she retreated to her chair and gestured at the bed. Matt and I had barely spoken and hadn't really had time to get acquainted, so I wasn't sure how to begin.
I turned to him and he pulled me in immediately for a rather messy kiss- I guess he had no such qualms. We made out for a minute or so; he was a pretty bad kisser, and opened his mouth way too much. By way of getting some relief, I pushed him in to a sitting position on the edge of the bed. I leaned forward to pull his shirt off, and started to trace my tongue down his chest. Matt had other ideas, and pushed gently but firmly on the top of my head. He seemed like he was in a bit of rush, and I chalked it up to nerves. I kissed his cock through his shorts before pulling his pants down to reveal his semi-erect cock. I kissed my way back up his chest as I rubbed his cock with my hand; it was a pretty average dick, and I wasn't too stressed about getting inside myself. I moved my hand up and down his shaft while we kissed, then headed back down to take his cock in my mouth. Matt said nothing, just laid back on the bed, but Liz murmured appreciatively from her chair in the corner. I started moving my lips up and down his shaft, grasping the base with my hand; out of the corner of my eye, I could see Liz fidgeting, rubbing her crotch through her panties. Her reaction was turning me on, and I started to warm up to the idea of someone watching me. It was kind of hot, so I decided to give her a bit of a show.
I made eye contact with Liz as I ran my tongue along Matt's cock and smiled at her; she had this kind of hungry, fascinated look on her face, which changed to a smirk as our eyes met. She was running a finger along her lips on the outside of her panties, which was the source of a small damp spot. I turned back to my task, taking Matt's cock in my mouth and moving up and down in long, slow strokes. I was really enjoying making Liz so horny, but it seemed like Matt was a little frustrated by my sedate pace, and he kept raising his hips to thrust deeper into my mouth. I took his cock back out of my mouth and ran my tongue across the tip, sneaking another glance at Liz as I did.
I stood up and pulled my shirt off, followed by my shorts so that I was in my underwear. On the bed, Matt sat up and pulled his shirt off, shaking his underwear off his feet. He was in good shape, muscular and toned, but with more bulk and less definition than me. I pushed him back down on the bed and straddled him, rubbing my asshole on his cock and kissing him. I could hear Liz making appreciative noises from her chair, as Matt gripped and rubbed my ass. My back was now fully turned to Liz so I couldn't see what she was up to, but it sounded like she was liking what she saw.
Matt slipped his fingers inside the legs of my underwear, pulling the cheeks of my ass apart and running his fingers over my asshole. His movements were still more hurried than mine, and he started to tug at the waistband of my underwear. I stood up, still straddling him, and removed my underwear as seductively as I could, swaying my hips and shimmying out of them. I knelt over his legs and took him in my mouth again, arching my back to expose my ass to Liz. My hole was freshly-shaved and as aesthetically pleasing as I could make it, and I hoped she was enjoying the view. Matt was still trying to increase our rhythm- he seemed kind of impatient, so I decided it was time to move on to the main course.
I asked him pass me the lube and moved up to straddle his hips, rubbing lube on my tight hole. I started to rub my slick asshole up and down his cock, arching my back to give Liz a better view, and was rewarded with a moan. Matt was holding my hips, trying to angle them so that his head would be pressed up against my asshole, so I grabbed a condom and passed it to him. He rolled it quickly down his cock and rubbed a generous handful of lube on it before dropping my hips back down.
The head of his cock was pressing against my hole now, and I leaned back and put my hands on this thighs so that I could control the penetration. I relaxed and breathed out, slowly easing his cock into my ass. I usually warmed up with a few fingers first, so it was slow going, but fortunately Matt was willing to go slowly for this bit. I eased the head inside myself, before sliding slowly down his cock and taking it all.
"Oh fuck yeeeaaahhh!" Liz let out a low exclamation as I lowered myself onto his cock, and I leaned forward to kiss Matt and give her a better view. I started riding Matt's dick with long, slow strokes, easing his cock almost all the way out of myself before sinking back down to take him balls-deep inside me. Liz was trying to stay quiet, but little gasps and moans were escaping from her more and more frequently, and I imagined her rubbing her clit in time with my strokes, the two of us sharing sensations.
