Disclaimer: JE owns them. I do not. Rated M for adult situations. This is a Lester/OFC/OFC threesome story. Lester and his girlfriend Megan have some fun with her friend Tina.


Three's Company


Megan's POV

Tina and I laughed as we shoved Les out of the bedroom.

"We have to get ready, baby. Besides, maybe I want a few minutes with Tina by myself," I said with a wink.

Tina shut the bedroom door and then turned and looked at me. "Did you see the look on his face when you said that?"

"I know! Like a fish that couldn't close its mouth!"

We collapsed on the bed in a fit of giggles.

Soon, I couldn't stand it, and I reached over and pulled her to me. "Let's get ready, okay? I've been looking forward to this all week," I whispered before brushing my lips across hers once.

We stood up and quickly threw off our clothes, stealing kisses and caresses as we pulled on the new lingerie we'd gone shopping for a few days before.

"Meg, that purple is gorgeous on you," Tina told me.

I stood in front of the full-length mirror and looked at the babydoll outfit I'd picked out specifically for tonight. It had light pink ribbon straps, with matching lace over the top of the breasts. The purple chiffon was soft, smooth, and hugged my breasts before floating softly away from my body. It came with a matching pair of bikini panties with a wide lacy ribbon across each hip. The entire outfit made me look innocent, but entirely sexy. My hair fell around my shoulders in loose curls.

"Thanks! And what about you?"

I pulled Tina over to the mirror with me. Her ruby red babydoll tied around her neck in a halter style and fell just to below her ass. It had a deep vee neck, with rhinestones in a band just below her breasts and decorating the straps. It made her look unbelievably sexy.

"You are smokin' tonight! I have just one more thing we need to add to both outfits to make them perfect."

Opening the bedside table drawer, I pulled out both pairs of nipple clamps. "Here, take one set." I handed them to her and pulled her clothes up out of the way. "Hold this, too."

After she'd taken hold of the clothes, I opened one of the clamps and then bent down and sucked a nipple into my mouth. As I teased her with my tongue and teeth, her nipple hardened into a tiny nub in my mouth. At her gasp, I attached the clamp. Moving to the other side, I licked and nibbled the other pointed nub, attaching the clamp before giving the chain a gentle tug. She moaned and dropped the fabric over my hand, giving me a wicked grin.

I swallowed hard and pulled the top of my outfit up and out of her way to give her access to my breasts. Instead of moving right to them, she pulled me to her and kissed me hard on the lips before kissing her way down to my chest. When she got to my nipple, she teased it to a hard nub with her tongue and teeth, much like I had with hers. Just before putting the clamp on the other nipple, she bit down sharply, causing me to moan loudly and writhe under the feel of her mouth.

She released me and grinned, helping to smooth down my clothes before saying, "Should we let him come in and join the party now?"

"Uh, heh." I could barely speak. "Yeah, I think so."

I walked over to the door and opened it, calling out softly, "Les, you can come in now." I left the door open and went back over to stand by Tina and the bed so the two of us would be the first things he saw when he came into the room.

He walked in and stopped short, eyes wide and lips curled into a wicked grin. "Holy fucking shit. You two look amazing," he said as he began walking toward us.

Before he could get to us, Tina put out a hand to stop him, pointed to an empty chair near the bed, and said, "Nope. No touching yet. You sit there and just enjoy for a little bit."

Once he was sitting down, I pulled Tina to me, threaded my fingers through her hair, and captured her lips with mine.

As we kissed, our hands began to move over one another's bodies. My free hand slid down her shoulder and over to her chest, my fingers blazing a trail between her breasts before moving across and flicking her nipples through her clothes. I felt her hands move down my back to the bottom of my babydoll and lift it enough that she was cupping my ass, pulling me tight against her.

I moaned into her mouth and released her so I could lead her the two steps to the bed. Pushing her back so she fell gently onto her back on the bed, I climbed up next to her, leaning down to kiss her again, my hair falling all around us.

I kissed my way down her neck and across her shoulder, making my way down until I was nuzzling her nipple through her clothes. Pulling it up out of the way, I ran my tongue over the nipple and clamp and then across the chain until I could tongue the other. Finally, I continued kissing my way down until I reached the top of her panties. My tongue darted out and ran up her slit over the cloth, causing her to gasp.

Tina said, "Turn around, Meggie. Let me taste you, too."

I watched Les and grinned as I slid my panties off and tossed them to him before turning around and straddling Tina. My pussy hovering inches above her face, I moved my fingers to her panties and whispered, "Lift your hips for me, T."

As soon as she did, I slid her thong off, tossing it to Les. We looked over to see that he had his cock out and had begun to stroke himself using both our panties.

As I lowered my head, I felt Tina move underneath me just enough that suddenly, her hands were on my hips, pulling me down to meet her tongue. When she licked my slit all the way from the bottom to the top and circled my clit, I couldn't wait any longer and buried my face in her dripping pussy. I nibbled her lips and let my tongue trace them before thrusting it deep into her hole. She cried out, the sound muffled as the vibrations on my pussy nearly sent me over the edge.

I lifted my head a bit, watching Les out of the corner of my eye, and sucked two fingers into my mouth, wetting them. Then I moved my tongue back to Tina's pussy, circling her clit as I slowly pushed both fingers inside her. After giving her a moment to get used to the feeling, I began thrusting them in and out. She moaned loudly and began mimicking my movements, and I suddenly felt myself being filled with her small fingers.

I knew I was getting close to an orgasm, and I wanted her to come with me. Quickening the thrusts of my fingers, I let my tongue finally run over her clit. Her hips bucked up to meet my hand and face. With every touch of my tongue to her clit, her pussy squeezed my fingers so tightly that I was afraid they might break.

When she sucked my clit into her mouth and bit down gently, I shattered and took my control with me. I began nibbling her clit hard, adding a third finger to the two I had thrusting in and out of her pussy already. Soon, she was flying with me, our orgasms only seconds apart. When we finally stopped shaking, I climbed off her, moving up to lie beside her. We kissed slowly, tasting ourselves on the other's lips.

As soon as we came up for air, we looked over at Les and then back at each other. Silenting agreeing on a plan, we got up from the bed and moved to stand just in front of him. I moved Tina so she was just shy of being between his legs, and then I stepped around behind her. Reaching up, I untied her top, using my hands to help guide it up past her breasts, my fingers gliding softly across her nipples until I'd pulled it off over her head.

Les leaned forward and captured a nipple between his teeth, sawing gently back and forth and causing her to moan. He released it and moved up to her mouth, kissing her and tasting the rest of my juices on her lips. While they kissed, I kept my hands moving all over Tina's skin—her breasts, her ass, her tiny waist; every bit of her was touched before they broke apart.

Finally, she pushed herself gently away from him and pulled me in front of her. Standing behind me, she gave me the same treatment I'd given her. Reaching around from behind me, her hands gently guided my top up over my narrow hips, past my trim waist, and up over my full breasts, finally pulling it off over my head. She slid one hand down my stomach to my pussy, and I watched Lester's eyes grow even darker with lust as her finger slid between my lips, caressing my hard little nub before moving back away.

Les snaked his arm around my waist, pulling me to him, and kissed me hard, his tongue forcing itself into my mouth to stroke mine. I felt one of Tina's hands on my pussy at the same time Les moaned into my mouth, so I knew she was stroking his cock with one hand while fingering my pussy again with the other.

By some silent communication, Tina and I both backed away at the same time, leaving Les looking a bit disoriented in the chair.

"Stand up," I told him quietly.

Tina took his hand, and we led him to the edge of the bed. We both helped raise his shirt off over his head, and each of us took a nipple into our mouths. Our teeth and tongues made his dark nipples into hard points and had him shaking.

We began making our way down his stomach, nipping, licking, and kissing, all the way to the top of his sweats. Pulling them down and off together, Tina and I pushed Les until he fell back onto the bed. We moved on either side of him, our mouths attacking the skin under his navel before moving down.

I let Tina take his cock into her mouth while I moved lower and felt his hips jerk as I sucked one of his balls into my mouth, my fingers rolling the other around in my palm. My tongue was moving like crazy, swirling the ball around in my mouth, pushing lightly on it, stroking it before I let it out with a plop. I wasted no time sucking the other into my mouth and giving it the same treatment as I had the first.

As I massaged his balls with my hands and mouth, Tina had his cock in her mouth as far as she could take him. When she saw me release the second ball from my mouth, she pulled me up, and I took the base of his cock into my hand, letting her mouth work him at the top. We played with Les like that for a few minutes, taking turns with him in our mouths, our hands never still, roaming over his gorgeous body. Just before he reached the edge of his control, we backed off.

Tina crawled up on Les and straddled his thighs before raising up and lowering herself on his hard, throbbing cock. As he began slowly moving underneath her, he grabbed my hand and pulled me up to him. He crooked a finger at me to get me to come closer to his face. I leaned down to hear what he was whispering.

"Move over my face, honey. I wanna taste your sweetness."

I whimpered and moved around to the top of his head. I dropped to my knees and scooted up so I was hovered right above his mouth. His hands moved up and pulled my hips down until I was within reach of his lips and tongue. When he had me in the place he wanted, his hands moved back down to Tina's hips, and his tongue darted out to lick my slit from top to bottom and back.

As Les continued to fuck Tina with his cock and me with his tongue, I leaned forward enough to pull Tina toward me. Our lips met, teeth clashing and tongues stroking, as Les pushed our passion higher and higher. I moved my hands to her breasts, squeezing, before concentrating on her nipples. I pinched and twisted them around the clamps as her hands moved down behind her to gently squeeze Lester's balls.

I felt my orgasm beginning to rise to the surface and moaned against Tina's mouth. She made a noise low in her throat and began to ride Les harder as her own orgasm began creeping up on her. He felt the tension in both of us and sped up the movement of his hips and mouth, his tongue assaulting my pussy and his hips becoming a jackhammer up into Tina.

She soon pinched my nipples hard and began crying out as Les pushed her over the edge. Feeling her tighten around him, he sucked my clit into his mouth, biting down on the bundle of nerves, which caused my orgasm to hit hard. My juices poured out of me and down into his mouth. He lapped up every drop, thrusting one last hard time into Tina's pussy before coming hard inside her.

We collapsed to the side of him, and when he could move, he pulled us to him, holding us tightly to his sides. He brushed a kiss across each of our lips, letting us both taste me before we all fell into a deep sleep from exhaustion.

I woke up a couple of hours later to the feel of a tongue running up my slit. I looked down and saw the top of Lester's head as he tasted me. "Mmm, hi, baby," I murmured.

He lifted his head and smiled. "I couldn't wait anymore. I want to be inside you," he whispered. At my nod, he slid up between my thighs, kissing me to swallow my moans as his huge cock slid into my already sopping wet pussy. "Christ, Meg, you're so tight," he groaned against my lips.

I nearly cried out as he seated himself inside me. I'd never been with anyone that could fill me as completely as Les.

"Fuck, baby!" I whimpered.

Suddenly, he began thrusting harder into me, and when I opened my eyes, I saw why. Tina had woken up and was down behind him, her tongue teasing his asshole. He continued thrusting hard into my pussy, pulling all the way out before slamming hard back into me. When he reached down between us and found my clit with his fingers, I felt my orgasm winding up. He pinched it hard, and I screamed out his name, hurtling over the edge into the abyss. As soon as I came, he clenched around Tina's tongue in his ass and shot his hot cum deep inside me. She moved up to kiss me as Les fell beside me, panting.

I turned over on my side and looked down at Tina. Not wanting her to feel left out, I leaned down to kiss her softly. My fingers traveled down her cheek, over her breast, where I flicked her nipple once, and then continued downward. When I reached her pussy, I used one finger to trace her lips and was thrilled to find her already wet for me.

Les had recovered enough that I felt him pressed up behind me, watching over my shoulder at Tina's reaction to my kisses and touch. His hands were moving slowly over my body, loving caresses brushing over my shoulder, down my arm, over my hip, and up my thigh. I shivered and slid my tongue into Tina's parted lips to meet her own as my finger found its way into her dripping pussy. I started slowly, one finger moving in and out, in no rush, just building up her pleasure.

When she began to writhe under my touch, I slowly added a second finger and felt Les reach over me to pick up the chains connected to the nipple clamps we were both still wearing. As he began to tug gently, I added a third finger and moved my lips to Tina's neck, where I sucked gently. The harder he pulled, the faster my thrusts got and the harder I sucked. He gave a sharp yank, causing us both to cry out, and when my thumb found Tina's clit and my teeth sank into the skin at the base of her neck, she exploded around my fingers, coming hard.

Les released the chains and began nuzzling my neck, kissing me right under my ear and making me squirm back against him. I felt him grow even harder, and I knew I wanted him again.

I sat up and crawled off the bed carefully. "Give me a couple of minutes," I said, grinning, before grabbing my bag and sneaking off to the bathroom. I saw him scoot closer to Tina and kiss her tenderly as I closed the bathroom door.

I spent five minutes in the bathroom getting ready. I got the large strap-on dildo I'd bought for this weekend out of my bag and pulled it on. I also threw on a robe so I could surprise them, as well as a bottle of lube for Les to use on me.

I walked back into the bedroom and smiled as they looked at me curiously. "Are you guys ready for the next round?" I asked. At their nod, I told Les to back away and Tina to roll over on her tummy. "Put a pillow under her hips please, baby."

Once he'd done that, I moved up to the bed, handed him the lube, and then undid the robe and let it fall to the floor.

Lester's eyes grew big as he caught sight of the colorful, eight-inch dildo attached to the harness down at my pussy. I put my finger to my lips and moved my lips near his ear. I licked the shell once and nibbled the lobe before whispering, "Use the lube and fuck my ass, baby. I want you in there so bad right now."

He gulped and nodded.

I climbed up on the bed and took the lube from him, pouring a bit onto the dildo before handing it back to him. I then used my hands to part Tina's thighs a bit, my fingers teasing her pussy. When she was moaning and moving under my hand, I knew she was ready.

I held the dildo steady and slowly slid into her from behind. She gasped as I filled her. When she saw Les out of the corner of her eye, she knew it was me, and that made her moan loudly.

"Relax, Tina. Just let it feel good."

I leaned over her, getting into a comfortable position so my ass was up in the air enough that Les could easily slide into me. I felt him move up behind me, and then suddenly, his tongue was on my hole, teasing me. I relaxed, knowing it would only hurt if I tensed up. As I slowly slid in and out of Tina, Les began dripping lube onto my hole. He slowly slid in a finger, pumping it in and out of me a few times before adding another.

When he had three fingers inside me, he added more lube, and then he took out his fingers and replaced them with the head of his cock. Each thrust of mine into Tina sent him a bit farther into my ass, until he was fully inside me. He began to move in sync with me, our thrusts timed perfectly. He gave a particularly hard thrust, and it pushed me forward enough that I went deep inside Tina. We all three made noises, from whimpers to moans, at the feelings.

Within minutes, Tina was trembling beneath me. I quickened my thrusts. Les knew we were close, so he reached around me and under the harness to begin stroking my clit as he thrust into me.

"Come, honey," he whispered.

I thrust harder and harder into Tina, and when she cried out, I let myself go, too. When my ass clenched around him, Les cried my name out quietly as he came.

We stayed like that for several minutes, all three of us coming down from our orgasms, until finally, Les pulled out of my ass and I pulled out of Tina. When Les got off the bed to make a quick trip to the bathroom, I unbuckled the strap-on and handed it to him to take with him and leave there for me.

Once he'd gone, I collapsed next to Tina and kissed her tenderly. Les climbed back up into the bed with us and lay on my other side. Tina fell asleep on her tummy with me facing her, my hand on her arm. Les snuggled in behind me, spooning against my back with his arm wrapped around my waist, as we both fell asleep again, soft smiles on all our faces.


A/N: Thank you so much for all the kind words throughout this posting! For now, this is the last one, but I won't mark it complete in case I get some inspiration at a later date. ;)