It was a warm summer day. My friend Liz had invited me over to her place for the afternoon. Liz lives just outside of the city on a large ranch. Her husband is wealthy and they live in a 12,000 sq. ft. mansion. I always jump at the chance to go out there. They have a beautiful private lake that you have to drive around to get to the house. It is so beautiful and peaceful. Liz and I are only a year apart in age and have been friends for a long time. I guess most men would say that I am beautiful, but Liz has a very sexy beauty. She has large breasts and a small ass and, although dyed, is a striking blonde. I am blonde also but mine is natural as attested to by my pubic hair. When I arrived I notice that Liz had invited another friend, Dana. I have known Dana for a while, too, and was glad to see her again. We talked for quite a while, as any normal group of 30 somethings would do. The wine we had been sipping ran out and Liz offered to go get some more. When she returned she suggested that we go outside by the pool to drink it. That sounded good so we picked up our glasses and went followed her out. Naturally the wine was starting to have a little affect and I taunted Liz saying "swing that ass girl". To which she obliged with exaggerated thrusts of her hips from side to side. This continued until we got to the pool furniture at which time Liz hiked her skirt up and "mooned" us. We laughed and carried on for quite a while. A short time later I looked up and saw that we had finished almost 1/2 of this second bottle of wine. You could see its affect on us. We had become more boisterous and couldn't stop laughing. Finally, Liz stood up and said it's too hot to sit out here. I am going to take a swim. She insisted that Dana and I join her. I protested stating that I had not brought a bathing suit. To which Liz laughed and said "who needs a suit!" and proceeded to take her clothes off. Dana and I cat-called and whistled and carried on during the whole disrobing process. Liz insisted that we take our clothes off too. Again, I protested. I told her that I was too embarrassed to take my clothes off in front of her. Liz reminded me that we had known each other a long time and had seen each other naked on previous occasions, so what was the big deal. She promised that her husband wouldn't be home for another 4 or 5 hours so it was safe. Before I could protest again, Dana reached around me from behind and started unbuttoning my blouse. Oh, what the heck. I decided to go ahead and disrobe. A refreshing swim sounded good right now. The kidding didn't stop here. I was no sooner in the water than Liz was giving me a hard time about how erect my nipples were. It was the cold water... but I told her that their two naked bodies was just too much for me. To which she laughed and reached across and tweaked one of my nipples. This started a round of chasing and nipple tweaking that left us out of breath and with reddened erect nipples. I climbed out of the pool and laid on one of the lounge chairs. Liz and Dana decided to do the same. Liz disappeared for a minute and came back with some suntan lotion. "No need getting a sunburn" she laughed and then proceeded to squirt me. I grabbed the bottle away from her and chased her around the pool squirting streams of lotion at her. Liz ran behind Dana so I just squirted Dana. Dana screamed because of the sudden coolness of the lotion and jumped. Liz reached around her and started to rub the lotion in, doing it real sexy like, especially concentrating on boobs. Moving her hands in large circles. Dana was just staring down at Liz's hands. I joked that Liz was enjoying herself a little too much. Which only encouraged Liz more. She reached down and cupped a hand over Dana's pussy and moaned "Mmmm". Dana jerked away and Liz chased her around the pool. I just laughed and laughed until I collapsed on the lounger. Dana and Liz came running over to me screaming "if you think that is funny". Huh? Oh no, not me. But before I could get up they had me pinned to the chair and were tickling me. I am most ticklish on my inner thigh and when Liz discovered that she abandoned my underarms and concentrated on my inner thigh. I squirmed and fought to get loose. This wrestling match resulted in Liz tickling my pussy several times. She thought it was hilarious. I was starting to get a little alarmed because it felt good and was actually making me horny. Dana reached across me to tickle under both of my arms at the same time. This positioned her right breast directly over my face. My only defense available was to grab her nipple with by teeth. She jokingly pushed her boob into my face and told me that I had 30 minutes to stop. I said "you wish!" Finally, the tickling stopped and we all tried to get our breath. I rolled over on my stomach. I wanted to tan for a while and I didn't want my friends to see how aroused I had become. Dana then asked me if I would like for her to finish applying the lotion so I would tan evenly on my back. With my OK she began to rub the lotion in. I was really amazed at how good that felt. A woman's hands are so much softer than a mans and Dana's felt so sensuous, like a massage. I relaxed and enjoyed it. Suddenly, a second set of hands started putting lotion on my calves and ankles. Liz promised she would tickle me this time so I let her continue. Both girls arrived at my ass at the same time, but neither went any further. Dana came back up and applied the lotion to my sides, rubbing the sides of my breasts in the process. Liz started to apply the lotion to the inside of my thighs so I clamped my legs together tightly. Liz slapped me on the butt and promised she wouldn't tickle. But unless I wanted to have a burn line on the inside of my legs I needed to spread my legs and let her apply the lotion. I gave in and opened my legs. Liz jumped to it with a gusto, using long strokes to run up and down my whole leg and one time. She kept bumping my swollen pussy. I told her to be careful. I was concerned she would be able to feel how wet my pussy was becoming. Naturally, she just bumped it harder. I accidentally let out a moan and Liz heard it. She quickly accused me of getting off on what they were doing. To which I protested loudly that I wasn't, I was just sweating a little. Both girls attacked my ass. They each took a cheek and rubbed it down good with lotion. Both of them kept slipping fingers down my crack occasionally touching my rosebud. I was really starting to get turned on but I wasn't going to let on, so I bit my lip and listened to my heart race. At this point Liz grabbed by arm and pulled telling me to turn over. I said that I wasn't though on that side yet. She slapped me on my ass and told me again to turn over, so I did. The process started all over again, Liz at my ankles and Dana at my shoulders. Dana asked me if it was alright for her to put lotion on my breasts. I told her that she had better unless she wanted me to burn an area that was not used to direct exposure to the sun. She quickly went to it. I couldn't tell if she knew how much it was turning me, but she seemed to linger there for a long time. Once she left my breasts she started applying lotion to my tummy. Liz, by this time had made it to my inner thighs again and told me to open my legs. Before she even gave me a chance to object she pried my legs apart and start rubbing. I guess Dana didn't think it was comfortable reaching across the lounge chair so she decided to straddle it. All of sudden her ass was right before my face. I gave her a hard time and told her if I had wanted to see her ass up close I would have asked. To which she move closer threatening to sit on me. I screamed and she moved away a little bit. Liz is now working my upper thigh and bumping my pussy again. I am starting to get really horny now. And Dana's ass keeps swaying over me. I suddenly noticed that her pussy looked awfully wet too. Was she becoming aroused also? This thought was too much for me. I leaned forward and planted a kiss directly on her pussy. She moaned enthusiastically. Liz saw this and remarked "Oh, you couldn't resist could you?" Then suddenly she planted a kiss on my pussy. Wow, sparks!! I gasped and when I did Dana decided to sit directly on my face. With Liz licking at my pussy I started lapping hungrily at Dana's. I was surprised at how familiar the taste was. That aroused me all the more. We kept this up until Dana and I had both cum several times. Liz now begged us to do the same for her and Dana and I took turns licking her pussy. Then we had Liz stand up and Dana licked her pussy from the front and I licked her ass and pussy from behind. Liz came almost immediately, gushing torrents that Dana and I lapped at and then licked off of each other. It was a first for all of us but needless to say there have been many a bottle of wine downed since then. Although we have done it with just 2 of us we still prefer the options that 3 provides.
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