Upskirt



It all started at the mall, I was shopping for my girlfriend. I wanted to get her some sexy panties, something to spice up our sex life. When I saw this gorgeous women in a mini-skirt. I tried to ignore her, but, she loomed sexuality. She had dark long hair with blonde streaks in it. Her face small, her lips full, dark eyes and a seductive smile. Her breast up turned and shapely. She had to be at least a 36c. Her tummy was flat which was revealed by her cut off shirt. The flesh was broken up by her pleated mini-skirt that drew attention to her long sexy legs. If I had to guess, she was at least five foot nine. I would find out later that her name was Jazzmyn.

She smiled at me as she walked to the stairs to reach the second level. I was drawn to her way by her beauty. Like a moth to a flame she drawn me in. If I didn’t know any better she knew what effect she had on me. All I wanted to see was her panties as I looked up the stairs and up her skirt. Man. that was such a turn on…….my dick throbbed stair after sweet stair. I looked up her sexy legs, then her ass cheeks came into view. The red g-string that split those round butt cheeks rated a throb as the little red material that cover what looked to be a fat twat. Her movements became slow to give me a good look up her skirt as she reached the top. She turned and gave me a wicked smile.

upskirt

My prick jumped for awhile after that and I ran to find my woman a red g-string. I tried to focus on my hot girlfriend, but, my thoughts betrayed me. All I could think about was looking up that sexy woman’s skirt. I shook my head at the thought as the images flashed through my head. I got hard all over again which was kind of embarrassing as I walked through Victoria Secrets. I raised a few eye brows after becoming fully erect.

I ran into this sexy babe again at the food court. I was sitting down enjoying a cold beverage when she walked by with a couple of her girl friends. She noticed me and whispered something to her girls. They shook there heads in disbelief as she talked. They found a table right across from mine and she made sure I had a clear view of her taught crossed thighs. Each woman had there eyes fixed on me as Jazzmyn slowly uncrossed her thighs. I was amazed at the sight as her red g-string came into view. Once again my dick became hard, I was so turned on my prick strained to be let out. The women all had a look of amazement as my dick throbbed against my pants. Two of them began to fan themselves. I finished my drink stood up, hard dick and all. Tossed my drink and went to my car. They watched me until I was out of view.

I rushed home horny…….hoping my woman was home. I already knew what I was going to do. I would surprise her with the panties and beg for a fashion show. She loved to do that for me when ever I brought her something sexy. I pulled up in the driveway and her car was there, my cock jumped. Just as I was about to exit my car a Jag came to a screeching halt behind me. It was Jazzmyn, I looked at my window and made sure my woman wasn’t looking then I walked to her car. What the hell……and before I could get it out. She spread her legs, dayumm girl…..my woman is right inside. After seeing your hard cock, I don’t care, she told me. She caressed her pussy as we talked. Look, I got a woman and I’m not trying to mess that up, I told her. I don’t mind sharing, she smiled. I become dumb founded as I watched her play with her pussy.

I leaned down to get a better look when I heard my woman call at me. Who’s your friend, she asked? A friend from school, she saw me and stop to chat, was the only thing I could think of. Well invite them in, she told me. Well, I think they just wanted to say hi. But, Jazzmyn hopped out her Jag and waved at my girl. Hi, she said boldly. I’m an old friend of your man, just wanted to holla at him. You went to school with Rafel, my girl asked? Yeah we went to…..Fremont I said under my breath. Fremont, she stumbled. Well, come on up, my girl insisted. Ok, I heard Jazzmyn say. Are you crazy, I mumble?? No, this will be fun, she told me and I’m Jazzmyn by the way. I’m Rafel…..yeah, your woman told me, she said. We will be right up, I told my woman. Hoping I would get a chance to brief Jazzmyn before we went in.

Your going to get us both killed, I told Jazzmyn after she parked her car. No I’m not, I’m a good actor, just give me my lines and watch the show. We walked slowly to the house as I told her the particulars. She was a sophomore and I was a senior when we met. I played football and you were a cheerleader, my best friend was Richard Patrick. We called him Richie Rich and my favorite hang out was at the snack bar. I opened the door to let Jazzmyn in.

My woman met us at the door. Jazzmyn this is Kelly, Kelly this is Jazzmyn, I introduced them. They greeted one another as we made our way to the den. That’s were we did all our entertaining. Kelly lead the way, we sat and Kelly offered Jazzmyn something to drink. Apple martini if you got it, she said, no, but, I do make a mean daiquiri, Kelly told her. That will be fine, Jazzmyn smiled. You want one honey, she asked on her way to the kitchen.

While Kelly went to fix our drinks Jazzmyn opened her legs and played with her pussy. How far are you going to take this, I asked her. Until I cumm, she told me. Her fingers began to make that wet sound as she became wet. I had to leave before I became hard…..Kelly could always pick up on my arousal. I went into the kitchen and asked could I help. No, no go entertain our guess she insisted. First I want to show you what I bought for you. Mmmmmmm……something for me, she became excited. I pulled the panties out and her eyes lit up like christmas. Oh, good , I’m horny and I can’t wait to model those for you later.

We rejoined Jazzmyn in the den, everyone dove right into the daiquiri. This is good and thank you for inviting me in, Jazzmyn commented. Your welcome and I’m glade you like the drinks, Kelly replied. So, how do you know Rafel, Kelly questioned. Well we met after a game. He played football and I was a cheer leader. He comment on my legs and the rest is history. Really……how come I don’t know about her Rafel, Kelly looked at me?? Oh, nothing happened between us, I told her. You expect me to believe you and this hottie didn’t have anything going. She didn’t look like that when we were in school, I assured her.

The small talked continued for awhile when Kelly asked Jazzmyn if she wanted to see the sexy panties I got her. I almost choked when I heard her pose the question. Of course Jazzmyn wanted to see, I went with Kelly as she went to the bedroom. Not wanting to be teased by Jazzmyn spraeding her legs and fingering her pussy. When I got to the room Kelly was taking off her clothes, what are you doing, I asked her? You heard I’m showing our guess the sexy panties you bought me. I’m doing the fashion show for you and our guess. Baby…..do you think that’s wise? Sure…….she told me. Sweetie, I started to say. Look, you have always wanted to fuck two women at once right?? I just shook my head yes. Well I think this girl has the hots for you and I wouldn’t mind shareing you with her. I like her for some reason as she slip on the low rider blue boy cut panties I bought. Kelly grabbed me by the hand and lead me back to the den.

Kelly pushed me in first so she could make an entrance. Kelly followed me posing like she was on a run way. Jazzmyn whistled and clapped I joined in. Kelly looked so hot in her high heel shoe’s boy cuts and nothing else. Your HOT,,,,,,,,Jazzmyn announced!!! My kelly strutted her stuff and teased her nipples, she then announced she would be back after a quick change. I noticed Jazzmyn’s glass was empty, so, I decided to refresh everyone’s drink. While I pour the drinks, I watched Jazzmyn pull the red material to the side and stroked her wet clit up and down. Man, this woman is fucking horny, I thought.

Kelly walked back in the room, but, didn’t see Jazzmyn playing with her clit. Kelly was wareing a sheer white tong that made her pussy stand out, you could see how nicely she kept it. You could she she was arousal, that her pussy lips were swollen and her clit peaking out/ Kelly was ready to be fucked and she didn’t mind that Jazzmyn could see. Hey, now gurl, those look so…… hot on you, Jazzmyn told her. Yeah, don’t my baby got taste?? Looks like your getting turned on modeling those panties for us, Jazzmyn said boldly. With out even thinking, Kelly said so is Rafel. They both giggle and sipped there drinks. I just sat there trying to hide my throbbing cock. I have one more pair you have got to see, Kelly told Jazzmyn. No sooner than see was gone when Jazzmyn started stroking her clit again.

She was making my dick jump as she leaned back spread her legs and rub the length of her wet pussy lips. It took her a few strokes to settle on her love button. When she did her lips parted, her eyes closed and a soft moan slipped out. I could hear the wet sounds her twat was makeing, the sounds was causing my dick to throb even more. I was being double teamed by to erotic sexy women, both ready and horny. Will I get my wish and have two women at once, I thought to my self.

Just then Kelly walked back in wereing the red g-string I bought. It was eye popping on on her. We matching now, I heard Jazzmyn say. Then she stood up and took off her skirt. Revealing her wet red g-string, I could hardly believe my eyes. The women looked over one another then turn there focus on me. You look mighty hard over there, Kelly anounced. Which one of us is turning you on the most? Jazzmyn asked, as she stripped down to her heels and g-string.

My mind was flooded as I drank in there beauty. I got stuck on stupid as the posed and shook there bottoms at me. The atmosphere was like a popular strip club. The girls took turn giving me a lap dance, Kelly’s ass….. familiar, soft to to touch, tender. Jazzmyn’s ass firm, shapely and athletic, either ass would make any man throb. With out saying a word Kelly let out her ten inch friend. He was so hard and happy to be let out. Jazzmyn’s eyes popped and her mouth ooooooh at the sight. You are one lucky woman, she told Kelly. I know, I love his cock as she stoked the length. My dick jumped in her hand and Jazzmyn looked on with lust in her eye’s.

May I touch your hard friend, Jazzmyn asked with anticipation in her voice? I too had a lump in my throat as we waited to see what Kelly’s answer would be. her touch was marvelous as usual her touch was always tender. Kelly looked into my eye’s as she relinquished my cock…..I mean her cock to Jazzmyn. Her first touch was delicious and i tried not to show to much emotion. I knew that’s why Kelly was still eyeing me. When she didn’t see that much emotion she broke her stare to put her erect nipple in my mouth. I clamped down on her nipple, she loved me roughing up her nipples. She moaned immediately as Jazzmyn stroked my prick.

I was on my way to heaven as I lightly bit and swirled my tongue over Kelly’s sensitive nipple. Jazzmyn used both of her small hands to stroke my shaft and rub my nut sack. Kelly wasn’t a balls type of girl, so, the attention she gave my nuts intensified the pleasure. I finally got into the swing of things as the sweet moans of Kelly relaxed me and I found her wet pussy. Her moan went up an octave…..at that same time I felt Jazzmyn”s hot mouth engulf my the head of my hard dick. Every muscle tensed up and I almost came in her wet mouth.

While Jazzmyn was making my toe’s curl with her wonderful dick sucking skills. I sucked Kelly’s nipple and finger her clit. I rubbed it up and down and every time my finger tip glided over the tip of her clit her body jumped. I made slow circles on the tip of her love button making her sweet nectar run down her inner thigh. Rolling her clit between my fore finger and thumb…… Kelly’s body trembled as she fucked my fingers. Her moans signaled to me that she was nearing climax and I knew how to finish her off. I flatten her clit out with my thumb, Kelly knew what was to come. She opened her legs as much as she could as I applied pressure. Working my thumb in a circular motion, but, never removing my thumb from her love button. I caressed her clit with just the right movement, always keeping the right amount pressure on the most sensitive part of her clit…….the tip. It didn’t take long before Kelly was telling us that she was cummmmmmming. Her body shaking and jerking as she fell to the sofa. To add to her orgasm I let her watch me lick my nectar covered hand clean. That really set her off.

Jazzmyn had me all to her self as her head went up and down on my dick. She made eye contact with Kelly when my dick hit the back of her throat. Kelly played in her cumm as she watch this hotty suck my prick down her throat. You hot cock sucker…….dayummm you suck a goooooood, I heard my self say. Rafel, finger her pussy I heard Kelly command. My first touch of Jazzmyn’s twat was awesome! She was hot and wet and her pussy quivered when I found her clit. I was amazed, just a few hours ago i was looking up this woman’s skirt. Now I was had my fingers in her pussy and she was deep sucking my hard cock. For the edification of my sexy woman.

Wow……Kelly exclaimed. Damm…. gurl……you got skill! I have never sucked his dick like as Jazzmyn’s throat massage my prick. Is his cock in your throat, Kelly asked? All Jazzmyn could do was humm yes as my dick throbbed in her mouth. I was in amazement my self as I watched half of my ten inch prick disappear down her throat. I looked over at Kelly who was really turned on by the sight. She had two fingers shoved in her gushing pussy asking questions like, dose it hurt? Can you show me how to do that? I’ve never seen anything so erotic, Kelly told her.

I couldn’t utter a word the pleasure was so good. Her throat and hot mouth had my balls ready to explode, I fought with all I had not to cumm. With Kelly on her way to her second orgasm, I finally became comfortable to explore Jazzmyn’s pussy. Her pussy was soaked, her clit swollen, the feel of new pussy sent pleasure through me. My fingers exploring her wet pussy and clit intensified the suction on my prick. Her tongue was so active as the suction she had pulled nicely on my fore skin. I wondered how my throbbing in her throat made her feel. The only thing I could come up with was it made her feel erotic, even slutty. That’s why she put her all into such a fantastic blow job.

Kelly wanted some attention as she pulled my shoulders down onto the sofa. Jazzmyn repositioned her self between my legs as she continued to deep throat my cock. Kelly also repositioned her self over my face as she lowered herself down onto me awaiting hot tongue. Her scent…. erotic as I watched her swollen wet clit come at me. The soft flesh embraced my lips as my tongue ran over her twitching love button. Her shapely thighs shook as I attacked……massaged and stroked her clit with my active tongue. Her sweet nectar ooozed into my mouth while she pinched and twist her erect nipples. The pleasure was so intense on her throbbing clit she had to rotate her hips to quit from going crazy. Ooooh…..baby….your hot mouth is doing me right, Kelly moaned.

My nuts were tight, loaded and ready for release while Jazzmyn worked her magic on my jumping dick. I believed the passionate moans of me sucking Kelly’s pussy turned up the suction of Jazzmyn’s blow job. My toe’s were so tightly curled I thought they would turn white. Her tongue so active finding spots on my dick I didn’t know I had. Her slurping sounds were immense as her and Kelly made erotic music. I was in heaven with these two hotties, one sucking my man juice right from my cock. The other grinding her hot, wet pussy on my eager, active tongue. This was my first F.M.F(female, male, female) and it was better than I imagined it.

Jazzmyn could sense I was going to shot my load. She eased her throat off my dick and lightly pumped it as she massaged my balls. Your cock is so yummy I could suck on it all day, she told us. Dayumm…..gurl…..he must be sucking the hell out your twat. Got you moaning like a porn movie, she told Kelly. He…..he…he hitting my spot. Mmmmmmm you got to try his mouth to know what I mean, Kelly told her. I don’t know about his mouth yet. But, that cock of his need a good riding, she told Kelly. Be….be….be…..my guess gurl. He has plenty for me, Kelly ensured her.

Jazzmyn didn’t waste any time positioning her self over my swaying hard prick. Her hand grasped my dick to hold it still as she lowered her self onto my prick. She slowly caressed her pussy lips and clit with the head of my dick. The texture of her pussy was sensuous, not tender like my Kelly’s. Her juices where warmer as well, but, she felt just as good as Kelly so far. She got a lot wetter than and she like more fore play as she lubricated the head of my penis real well. The sensation flowing through my dick was overwhelming and I wanted her to put my cock in her.

I couldn’t see a thing, but, Kelly saw every thing. Yeah………gurl….. you gonna enjoy my dick. Just don’t fall in love, my dick is addictive, Kelly moaned. That’s when I felt Jazzmyn’s hot pussy lips cover the head of my dick. The pleasure bolted through my prick, triggering my tongue into overdrive. Kelly squealed from the intensity as Jazzmyn continued down my pole. She was very tight and her pussy clung to my cock, massaging every inch of my dick. I wanted to moan…..but….. Kelly was grinding on and filling my mouth with her sweet nectar.

The show must of really turned Kelly on as she watched Jazzmyn’s slow decent on my prick. Kelly had three powerful orgasm’s in a row. The only other time she ever did that was when I begged her to fuck me out doors. So, I know watching another woman fuck my dick was a outstanding turn on for her. Her clit quivered in my mouth as she watched Jazzmyn engulf my penis. Jazzmyn finally broke her low concentrated moan to pant…..this dick is…… is filling my cunt up…. and it feeeeeels……….. soooooooo…… gooooooood.

This was bliss and it all started when I had to have a look up Jazzmyn’s skirt. Now she was easing down my rod with her tight, wet pussy. My cock throbbed agnist her tender walls. The wetness was so, warm making her descend really erotic. Her walls felt like waves of pleasure all over my prick. Even Kelly’s moan became even more powerful. Jazzmyn finally had all of me in her clutching pussy. She paused a moment……letting her pussy adjust to the size of my cock. She sighed as my penis jumped in her pussy. When she was comfortable she placed her hands on my chest. She braced her self as she rasied and lowered her sexy hips up and down my prick.

After a few moments Jazzmyn had a good pace going. Encouraged by Kelly moaning…. ride that dick girl. I swore I was in a porn movie as Kelly fucked my mouth and Jazzmyn rode my dick. Jazzmyn rode my cock like she owned it, her pussy sucked my prick with every bounce. She did circles, front to back and bounced in every direction there was. All this as she moaned….good dick….goooooood daddy dick. The pleasure was awesome as her pussy coated my shaft and balls with her yummy nectar. The pleasure and frustration was overwhelming, frustrating because I couldn’t hit that pussy the way I wanted to.

Kelly grinded and wailed as her cumm filled my mouth. Jazzmyn rode my cock and and exploded all over my nut sack. That dick is so good, she told Kelly. How do you ever get enough of that pulsating muscle, she questioned?? I told you to be careful…..his dick is addictive, Kelly Reminded her. Jazzym was riding out her her climax as they spoke. Most men would of came after I ride there cock like that. But, his dick is still hard and rubbing agnist my velvet walls. Don’t you just love that, Kelly asked?? As she rolled off my face and petted her clit, she does that to calm her her self down.

I popped up with my dick still lodged in Jazzmyn’s soaked coochie, but, Jazzmyn’s focus was on Kelly and her calm down method. I rolled Jazzmyn onto her back. This put her legs on my shoulders giving me ultimate access to pound her sweet ass. Oooooooh…….get that pussy, Kelly urged. Aaaaaaah…… that dick is even longer than I thought, Jazzmyn moaned. With her legs up and my girl friend urgeing me on. I was free to pound Jazzmyn’s pussy like I wanted.

First I teased the pussy with long slow deliberate strokes. Easing my long cock down into the profundity of her virgina. Easing my cock out of her pussy just enough to let her clit pop back into place. Then, feeling the pleasure as the tip of my prick push back pass her soft pussy and swollen clit. Our bodies jerked from the pleasure as I continued to push my penis in to her tight hole. Letting my dick sit there and throb for a few seconds while I enjoyed the sweet quivering of her pussy. I almost came.

Fighting through the bliss I began to pick up the pace while Kelly moved into position behind me. I felt her hot breathe on my nuts and ass hole adding to the intensity. I was in full beat the pussy up mold….the slaps of our pelvis’s was the only sound in the room besides moans. Fuck…..that pussssssscy,,,,ba-be…. Kelly offered. The feeling was so goooooood. Her pussy gripped, massaged and stroked my dick as I fucked Jazzmyn’s hot hole. New pusssssssscy…….I was hitting that ass just like I wanted as my nuts grew tight. Jazzmyn grunted and oooooooohed as the slaps rung out……I was on the edge. My cock was ready to erupt deep in Jazzmyn’s pussy.

Then…..I felt Kelly’s soft lips at the base of my balls, as she moaned how good Jazzmyn and I tasted. This was huge for my mostly conservative sexy girl friend. The thought of her licking at another woman’s pussy with my dick buried in it. Made my cock jump, erupt and drain my balls. I had never came so hard and so long, Jazzmyn was speaking in tongues and Kelly was lapping up the mixture. My dick pumped and pumped ounce after pleasure pleasing ounce into Jazzmyn’s sweet pussy. Even thou, I shot the hardest load I had ever shot in my life…….. my dick was still throbbing for more pussy.

I slowly eased out of Jazzmyn who was still shaking from from her climax. I looked over at Kelly who was on all fours shaking that sexy ass at me. She was getting the last erotic mixture of Jazzmyn’s and I. Baby…..she said softly. I never thought pussy and cumm could taste sooooooo……goooooood. The mixture has me so fucking hot. Please put that ten inch cock in my quivering cunt. I could hardly believe it was Kelly speaking to me. I grabbed her hips and aligned my pens up with her drenching pussy.

Kelly loves for me to tease her pussy before entry. Rubbing the head of my dick along the folds of her pussy lips and clit. She is so responsive to the caressing of her pussy by the tip of my cock. She moaned and sighed when I touched her clit and rubbed my penis over her ass hole. Her body quivered as I played in her pussy with the tip of my prick. Never entering her throbbing hole, always putting the head of my cock on it. She whimpered from the pleasure letting her self be worked up into a frenzy.

Once there she would beg for me to fuck her. This would turn me on beyond wanting, I would slam my cock as deep and as hard as I could into her tender pussy. She’s almost there…….i could feel it. Her moans are becoming more severe and her wetness flowed even more. Ahhhhhh…..baby….I’m ready for your hard, long, phat cock. Please…..fuck my pussy…..please….fuck my pussy, Kelly begged. But, I’ve heard her beg better than that. So, I rimmed her hole some more, touching het clit and poking at her ass hole.

Her body jumped and she squirmed like she was on fire. FUCK ME……damm it……..FUCK ME…….I NEED YOUR DICK IN MY PUSSY. Jazzmyn got into it as she fingered her soaked pussy. Fuck her pussy, Jazzmyn urged. That’s when I plunged my dick into her wet pussy. Dayumm…your pussy is gooooood ba-be. Your hot and wet as I pumped her tender pussy. My dick jumped with each deep thrust and her soft ass was a sweet cushion. I pounded her tight pussy from the back. Ooooh…….ooooh…….oooooh was all I heard from Kelly while I filled her cunt.

I was beyond turned on and my girl had never been turn on this much. Her pussy muscles gripped my cock as I long dick her sweet twat. Just when I thought it couldn’t get any better. I saw Jazzmyn move into position beneath us, she pulled Kelly’s hips towards her. A moment later I heard my girl moan like I never heard her moan before. Your dick……her tongue…….my clit……my pussssssssssssscy…….your dick……her tongue…….my…..my….clit…….I-I-I’m cummmmmmmming.
Ooooooh…….my dammm……ooooooh my dammmmm…….I’m cummmmming again. Her body jerked as Jazzmyn sucked her clit and I pumped her pussy.

Her coochie milked my cock like a velvet vise, a very sweet tender velvet vise. I’m cummmmmmming again Kelly announced. I never knew my girl could cumm this much and so quickly. Kelly was wonton and I could feel it all over my prick. The feeling was contagious as I found my self wetting my thumb in Kelly’s wetness and before I could think I rammed it in her ass. She shuttered………… and came once again. Oooooooh my……..I have never been FUCKED THIS GOOOOOOOD, she anounced. My ass, my pussy , my clit………I’m in ecstasy…..suck me……. fuck me, Kelly demanded.

I thought everything was set, Jazzmyn was sucking Kelly’s clit driving her crazy. I was pounding her pussy with my cock and my thumb pumped her ass. But, Kelly must of figured Jazzmyn wasn’t getting any attention. I almost came when I saw Kelly bury her head into Jazzmyn’s pussy. I was shocked when I heard the sucking sounds muffled by the moans, everyone fucking, sucking and fingering holes, clits and dick.

The tension was building like a bullet being shot out of a gun. My mouth being the only one free, I began to coach us all into orgasm. Dayummm…. babe…sounds like your sucking a gooooood pussy and Jazzmyn your sucking the hell out of my girls clit. This dirty talked turned things up a degree or two. Jazzmyn went first as I watched her legs lock around Kelly’s head and a faint scream of climax came from beneath us. Kelly went next her pussy clutched my dick, her pucker squeezed my thumb and her cry of pleasure was blocked by Jazzmyn’s wet pussy. Kelly’s pussy did things on my cock I never felt before. Clutching…..spasms….squezzing and release.

I couldn’t take it any more….I slammed my cock all the way up her pussy. Shooting my load into her milking cunt, seconds later I heard Jazzmyn slurping at the mixture Kelly and I made. I couldn’t stop pumping my girls ass and pussy. I felt another load and I erupted for a second time. Never had I done that before as I fucked Kelly’s pussy long and deep. We were spent as we peel off one another, sucking and gasping for air. We found ourselves in a FMF sandwich as we rested for a while only to start again. Jazzmyn became a very nice part of our sex life. But, I’ll save that for another story.