A couple of years ago my girlfriend and I lived in a one-bedroom apartment. A friend of hers whom she hadn't seen for quite some time called to visit us. She stopped quite late and as she lived some distance away my girlfriend asked her to stop over. I suggested the two ladies slept together in the bed and I would settle down on the sofa. So Carol and her friend Elma went up stairs and I undressed and settled down on the sofa. I found out later on that the girls eventually got around to talking about sex. Carol told her that I had a fairly big cock and could if necessary last for hours before cumming. I think she got Elma going a bit, because the first I knew about anything going to happen was when Carol shouted down to me and asked me to come up for a minute. I walked into the bedroom and in a way my girlfriend was very blunt, and told me that Elma wanted to see my cock as she had been telling her how big it was. I was a bit surprised, as I had not expected this. I could feel my cock beginning to stir within my pyjamas: I thought if I am not quick they are going to see it pop out in a minute. So I said ok but only if you show me your tits first. With that they pulled the bedclothes down kneeled on the bed and both of them pulled their nightdresses over their head. So I was looking at two naked ladies two pairs of tits and two pussies staring at me. I quickly pulled my top off and dropped my bottoms to the floor. So I was now standing there with my cock sticking straight up. I was told to get in the bed and lay in the middle on my back. Both of them started to feel my nipples and then rub their tongues over them. It was very exciting, and then I felt somebody's hand cup my balls and gently squeeze them. When I looked down Elma was just closing her hand around my shaft, she said she hadn't had one as big as this in her before and would look forward to me fucking her. Her hand was rubbing up and down my shaft: she brought her head down and started to rub her tongue around the head. The head of my cock is very sensitive so I thoroughly enjoyed being licked and sucked. Carol moved in then and kneeled over me holding my cock she lined it up and came down until it entered her, Elma was keenly watching my length sink into her pussy. Elma then straddled me and brought her pussy down towards my mouth, my tongue shot out and started to lick between her slit and around her clitty. My girlfriend was riding up and down on my cock with her hands around her friend holding her tits and rubbing her nipples. It was decided then that I would bring them both off. So Elma got off and watched as my cock went in and out of Carols love hole. I was pushing my cock in and out she was getting more excited eventually she shouted out and I could feel her cumming, she collapsed on me and said it was great and that it was made more exciting knowing her friend was watching her. Elma then said she wanted some of that, I withdrew my cock and Elma went on all fours. I positioned myself behind her rubbed my cock between her cheeks my cock was nice and moist from my previous encounter so it felt lovely and slippery between her cheeks. I brought my cock down between her legs and rubbed it up and down her slit and against her clitoris. Putting my hand around I lined it up and slowly pushed it until it started to slide inside her. I put it in nice and gently until it would go no further. I then put my hands around her and cupped her tits in my hands then my hand moved down until I could feel my own cock I then started to rub her clitty. She was getting very excited and told me to fuck her. I held her hips and slowly shoved my cock in and out. She was enjoying the feel of it and told me to do it really hard. So I obliged and fucked her good and hard She was really panting by now and I could feel my cum building up ready to erupt. Her whole body started to shake as she started to cum and that is when I shot my load into her. I lay on my back they pulled the bedclothes back up and snuggled up to me. More was to come the next morning but I will save that for another time.