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When I was a young man, I went to work at a machine shop. After some time on the job, I became friendly with one of the admins in the shop who did the time cards and such. Her name was Valerie, and she had long red hair, and slim athletic figure. She had a gorgeous ass and probably b-cup breasts. She always dressed in a professionally; conservative, but in a way that showed her lovely body. She was gorgeous. At 35ish, Valerie was quite a bit older than my years, and I was completely infatuated.

We'd go out to lunch over the summer, talk and basically just have fun. I'd probably only had intercourse a few times, but there was this one gal (my age) that I saw, and she'd hook me up from time to time... a handjob...maybe a few licks...but we hadn't gone "all-the-way"...so I was pretty inexperienced, but I definitely knew that I'd love to fuck Val. I flirted with her and she flirted back, but she was married and I knew nothing would ever happen. Well I didn't think so anyway. But you should know: by today's standards, Val was a MILF.

Getting to the point, Val's friend was getting married and she was in charge of the entertainment for the evening (i.e., a wedding shower). She told me she had lined up some gal to do a Lingerie Show for the ladies, and of course I commented that this sounded pretty sexy! She told me over lunch that day that she wished there was a male version of a Lingerie Party. I jokingly told her I'd model my underwear for her any time she wanted. We both kind've chuckled at that.

However, a week later, we were out at lunch once again, and she asked me if I was serious, because she'd been thinking about it and wanted to know if I'd give her and her girlfriends a little show at this shower she was planning. I told her of COURSE I was serious! I would have LOVED to get naked with this woman! I guess I assumed if I flashed a little, she'd drag me off to another room and I'd get to fuck her. I think she picked up on this too.

She told me that all the women (including her) were married, and this would purely be a modeling type gig – for fun. I would come out wearing different kinds of underwear (boxers, briefs, novelties), which the ladies could purchase. She told me in no uncertain terms that there would be no sex, and I was disappointed (to say the least).

I thought about it for a while, and was a little embarrassed. I was also very turned on. She must've noticed my uneasiness and she asked me what I thought. I must've blushed, because she said "What the matter?"

I was feeling pretty uncomfortable now, and she said "You know you can tell me..."

"Well Val," I said, "I just think if I came out in my underwear in front of you, I'd embarrass myself."

She got a strange look on her face, and asked what I meant. I fidgeted a little more and said "If I were in my underwear with you, I'd...uh... I think I'd get an erection...and you said 'no soup for you!' – I think I'd probably explode!"

She looked thoughtful for a moment, and even a little surprised.

"You know Jeff," Val said "my friends are all married - they've seen a stiff penis before, and they'd probably love it!"

I was floored that she said "stiff penis" it sounded so clinical.. but so sexy!

Of course, I wasn't giving up hope on Val, so I tried a different approach. I told her I didn't think it'd be fair for me to be standing in front of her and her friends with a hard-on while they were all fully clothed, and that it certainly wouldn't be fair for me to get no relief! What I wanted to say was "God Val, I'll want to slip my bone hard penis in to YOU", but I didn't.

"Jeff, if that happens," Val said "you could always go in to the bathroom and, you know, take care of it," adding "it's only natural". I thought I knew what she meant, and I was rather mortified thinking she knew I masturbated (I did, of course – a lot). Of course I'd never discussed this with her.

"Everybody masturbates Jeff – Hell, the girls would probably love knowing that you had to 'go' for a few minutes". She went on, "As a matter of fact, you could probably just relieve yourself right there in front of us – I bet they love it!"

Then she dropped the bomb "You know, I think I'd love to see you rub your stiffy", and added "but don't forget, we'd only watch; we're all married."

I thought about this for a week, and being the young pup that I was, this was just too much. I wanted Val so bad, but I'd never even admitted masturbating, and I'd certainly never had anyone watch. It might be different if Val was naked and we were one-on-one, but I could barely picture that.

To make a long story short, it never happened. At the end of the summer, I went back to working the night shift, and I eventually took another job. I haven't seen Val since.

God, did I regret that. Ever since then (and that was over 15 years ago), I'd fantasized about what that really would have been like. If I'd saved it all, I bet I'd have a gallon of semen saved up from all the times I'd ejaculated thinking about Val and her friends sitting on sofas and love seats watching me get myself off. Shit! I guess you could say that it's been my ultimate fantasy ever since.

And yes, my ex used to watch me masturbate all the time. It's wasn't like I was getting much at home, so I jerked off a lot. She'd watch but didn't seem so thrilled. Besides, it wasn't like she was Valerie or anything. This was the mother of my children and I did get to fuck her on occasion. It certainly wasn't the same for me, either. She wasn't Valerie.

Fast forward the clock about 15 years. Now I'd been employed in the high tech (IT) business, and quite a few years ago I was responsible for some HR and Finance systems for the firm I worked at. In doing so I met Deb, an HR lady. God, can you imagine these days?

Deb and I became fast friends. She was pretty hot too, and oh my GOD what a body she had. She was from Oklahoma and kind of had that "country girl" thing about her. She always wore super-tight jeans that showed off her wicked ass, and large (no ...HUGE) breasts; we're talking custom brassieres here. They jiggled and her nipples were always showing through her blouses, which I think is very, very sexy.

Everyone in the whole facility was VERY familiar with Deb and her giant bosom, but we were good friends. I even got acquainted with her husband, and we'd go dirt-biking together from time to time. I flirted with her BIG time and she played the game right back. We went out to lunch almost every day.

I think Deb really liked me because I had a "bad boy" look about me. I played guitar in a heavy metal band and looked the part. I had the long hair, wore tight jeans and studded belts, and all the accoutrements that go with that style/genre of music. I was definitely not a cowboy like her husband was.

Deb's best friend was a Hispanic gal named Leah. I'd never met her until one day when it snowed and we were all leaving early. Deb and I thought we'd head to a local watering hole and have a few drinks until we had to get home later. That's when Leah showed up, and Deb introduced us. I was blown away. Here was this woman who had SUCH a gorgeous face. Full bee-stung lips, big brown eyes, and a knock-out smile. Wow! And guess what? She ALSO had huge breasts – at least a "D", I thought.

So here I was sitting with these two bodacious dolls (thinking all kinds of sexual thoughts), when Leah decided to come along for drinks. I was thinking I was pretty lucky! We went to this cheesy Irish pub around the corner from work, and I was sitting pretty high on the hog with these two ladies. You can bet I flirted hard too. I half-joked about a three-way with them, and the booze flowed and flowed.

Deb was married and Leah was living with some guy, so I didn't imagine I'd actually get any where with them, but I was having a blast! I was telling them I'd love to see their bare breasts side-by-side, so I could figure out who had the nicest bosom, who was bigger and all that. They seemed to love the attention. Leah was telling us that she was wearing a lace bra that day and she was a 36DD, and Deb remarked that she was wearing a silky bra and was a 36EE (no shit!).

I just kept telling them how turned-on they were making me, and at one point they looked down at my lap and giggled about the obvious lump; teasing me about it, and telling me it was going to be a long night, etc.

I just kept right on telling them I'd be in heaven if I could just see all four of those big breasts, and how when I got home I'd be all over myself like a cheap suit. They both laughed hysterically, and were definitely buzzing from the continuous cocktails.

I should probably point out here and now: I'm not even a "tit man". I mean I love breasts, don't get me wrong! All breasts, all women, all shapes and all sizes! I just love the female form, but I don't really care if a woman's breasts are big or small. I just happened to be with two ladies with BIG breasts!

Anyway, things were getting louder in this dump, so we all decided to go hop in the car, crank up the heat, turn on some tunes and continue to shoot the shit. So we piled in to Deb's car (a pretty fancy Audi) and cranked up the heat (in more ways than one). I sat in the back, and had a great time trying to catch a glimpse down one blouse or another, just ogling cleavage and all that woman flesh. God was I horny as hell!

Finally, I couldn't take it!

I said to Leah "I see you were telling me the truth!"

"What?", Leah said with an odd look on her face

"Well, I can see you ARE wearing a lace bra"!

They both giggled.

Leah said "Yep", and even unbuttoned a couple of buttons so I could see more.

God, her bra was just bulging with soft, fleshy womanhood, and I was freaking out! Here's this gorgeous Latina showing me her bra and we're just all goofing off, playing these games. But she had on the very sexy bra that she'd mentioned earlier, and it was just *so* FULL of her bosom, that my mind was just reeling!

"Well Deb, it's your turn!" I said.

They both giggled again, and as if on a dare, Deb unbuttoned her very business like blazer and held it open enough for me to see the while silky fabric that could barely contain HER breasts. They were laughing, but I was staring openly; my jaw hanging like a moron. Then Deb started to button back up.

Leah reached over and put her hand over the buttons, and said "Hey, no fair! I showed more than you did!"

Naturally I chimed in and said "Yeah, don't be such a party pooper!"

Deb sighed and made a big show of opening her top more. Deb was laughing with Leah and I, but my jaw was still on the floor. I could see her big nipples, which were hard as diamonds and were poking out against the slippery fabric, and her pink areola were as big around as a Campbell's soup cans.

These two pairs of breasts were fantastic and it was all I could do to not jump in the front seat and have my way with these women!

I couldn't take it any more, and started to reach for a breast (ANY breast) but Deb's bosom seemed most accessible. Leah playfully slapped my hand.

"Hey! No touching!" she breathed

God, was I disappointed, and was quite vocal about it. The women went on and on about being married, being in love, and all that. I don't think I heard ANY of it. I was beside myself with desire, and they were teasing the crap out of me. This whole time, my jeans were just getting tighter and tighter.

The games and erotic discussion continued and I never got near either pair of gorgeous breasts. On the other hand, they didn't exactly rush to button back up either.

I finally said "Come on ladies, show me your bare breasts; you KNOW I'm dying to see", and quickly added "even if I can't touch!"

"We'll show you ours, if you show us", Leah blurted. There was complete silence as the ladies looked at each other, then burst in to alcohol-induced hysterics. Deb seemed particularly surprised by Leah's comment, but Leah persisted.

"Okay ladies – fair is fair"

With a mischievous smirk, I hiked up my shirt to show them my furry chest. Leah even ran her fingers through my hair, and I sighed and sat back letting them look me up and down. They were very complimentary to, even commenting on the downy fuzz that covered my chest. God it was getting warm in that car – the windows even started to fog up! I sat there with my shirt under my arms and we all laughed, was loving all the "ohhhs and ahhhs" I was hearing.

"Okay ladies, it's your turn!" I said, and continued "I showed you my bare chest, now you show me yours!".

"Oh, no WAY dude! We have a LOT more at risk than you to let you just show that hairy chest!", said Leah.

I swear to God, she winked at Deb, so she had to chime in too.

"That's right – We said we'd show you ours if you show yours, and I want to see what kind of underwear you have on! So, shuck down those Levi's honey!"

God, Deb always called me honey with the Oklahoma twang

She added "Besides, they look pretty uncomfortable from what I can see"

I couldn't argue that, but I did try.

Now, I should say that unlike a lot of the stories I've read, this one is true. I'll be truthful as well. I do NOT have a 10" penis that women can't keep their hands off, I can't make love 27 times in a day, shoot semen through a flaming hoop at 6 meters, NOR am I build like a body builder. I'll just say that I'm a reasonably attractive fellow with a decent build and "normal sized" penis. Enough said.

There was no talking the girls out of this.

Leah said "Well, if you don't want to show...", and they both started to reach for their buttons. They talked me in to it with such a small gesture.

"Okay, just hang on a damn second" (I avoided the phrase "Just keep your shirts on!"), acting all annoyed (yeah, right!).

I got up on my knees in the back seat, kind've hunched over in that confined space. Not the most comfortable position, but I dutifully undid my belt and popped the buttons on my 501's and started to pull them down. I was kind've swaying my boney ass like I was a stripper or something.

My friends were making comments and mock "cat-calls" as the waist of my Levis slid over my butt. Of course, my underwear started to come down with my pants, and Leah practically shouted

"I see your ass-crack, I see your ass crack", followed by more laughter from these gorgeous creatures. I loved this.

So I paused and made a big show of pulling up my underwear, while pulling down my jeans. I finally got those tight jeans down and wiggled my cotton-covered ass at them, and this time, to my surprise, Deb reached out and snapped the waist band of my skivvies making them snap. More giggles. I flopped back down on my butt while Leah was just about to swat me.

I wasn't exactly wearing sexy underwear or anything, but they weren't your typical Hanes either. They were actually a white pair of Calvin Klein high-cut briefs, with kind've a sculpted "pouch" in the front. I liked them because I thought they made me look just a little bigger than I was. It's a male ego thing, I think.

Apparently the girls thought they looked okay, though they did tease me about "whitey-tighties" which brought on another round of giggles.

So here I am with these two beautiful women, now bent over the front seats watching my every move, and of course their breasts were half exposed, AND my levis were around my ankles. So I played up the tease/ham/show-off routine, and while I kind've opened my legs a little, I said "Like what you see? I think it's my turn!" It sure was pretty quiet now.

Frankly, I was starting to get aroused, and it was WARM in the back of that car, so when I looked down, I was quite pleased. I looked like I was filling out my underwear pretty well. I looked back up and Deb and Leah were looking right at the front on my skivvies, which really were NOT doing a great job hiding my penis. The warmth in the car had my scrotum all loosened up too and my balls were hanging more than usual. I was feeling pretty stud-like sitting there like that with two lovely ladies eying me up and down.

Leah kind of whispered now.

"Looks like you're packing some meat there, Jeff"

Deb chimed in with,

"Yeah, a nice looking package!"

Of course, my penis seemed to be listening to these flattering remarks, and I could feel the blood pouring in and inflating me, making the bulge grow as I got more and more erect.

Deb almost half-murmured "I like how I can see the ridge", and Leah added that she thought I was growing.

I fidgeted a little, and I'm sure they could see my half-mast penis flopping around in my drawers. I was getting aroused, and it was a LITTLE embarrassing. I was in the "down position" too, so as I continued to stiffen the more uncomfortable I was getting as I started stretching that pouch out.

"Well, I'm just a guy in my underwear – I can't see what is so special", And quickly added "I think it's my turn for a little show"

They looked at each other again, and something was clearly up between those two.

"Well Jeff, you said you were going to show us, but you're just sitting there filling up your underwear. Is this what you want to see?" Leah asked.

I looked to see the straps of Leah's bra off her shoulders. I think I grew a little more, and unconsciously ran my fingertips over my growing penis to shift some things around. I never took my eyes off Leah as she cupped her two big bosoms in her hands and pushed them up, making the flesh jiggle as they started to spill over the top of her bra. Her skin was so soft and smooth – almost an olive complexion. The lace started to fall away and I licked my lips as the dark areolas were becoming exposed.

I was becoming uncomfortably harder as Leah's gorgeous breasts came more and more in to view.

She stopped for a moment though, when Deb said "I think he likes you Leah!" as she giggled softly and pointed to my stretching crotch.

"Jeff, you'd better give that thing some air, don't you think?" Leah agreed and stopped holding her breasts up for me.

"That's right, and a deals a deal!" whispered Leah.

"No, it's okay – I'll just make a little adjustment", I said and reached in to my skivvies and moved my penis a little.

"Don't be shy Jeff, if you want to see these" emphasizing her enormous breasts, "you'll strip those 'panties' down"

God, why did she have to call them PANTIES any way? To make the point clearer, Leah reached down and snapped my waist band again.

I hooked my thumbs under the waist band and hesitated.

"You guys promise you'll take your bras off so I can see both of you?" I was breathless, but quickly added "Everything?"

They giggled again, and Deb said "Where's the beef, honey!"

Hell, at this point, I couldn't contain myself any more. My penis just had to come out, and I though "To hell with it!"

As I pulled down my skivvies, my penis was still in the "down position".

Leah said "Yeah baby – Lets see what you have there!"

More and more of my fleshy shaft was exposed as I lowered more. I paused when just my glans were tucked under the band.

"Ready?" I said. Both girls breathed "uh huh!"

So I yanked down just a little more and like a spring, my penis pretty much exploded from my pants and made a 'thwap' sound as it slapped against my belly. They cheered, and the ever prim HR girl, Deb, said

"NICE COCK!"

I was blown away, but delighted to be out of my underwear. It was quiet for a sec, and I watched the girls looking intently as my "cock" throbbed against my belly. I was pretty well slouched down in the seat still, so as more blood poured in to my glans, my penis seemed to want to stand. I was becoming completely and utterly erect in front of these girls and I'd still not seen a bare breast.

Leah said I looked like I was going to explode, as she eyed the long vein running up the underside of my shaft to the glans.

"You have such a big head, and I love the way it flares out to such a big ridge running around the edge", Deb commented.

I used my thumbs and made my penis stand up for her, and pointed "What? This"? She only nodded, but never took her eyes off of me.

Leah said she saw the veins on the top side of my penis as they were pulsing with my desire, and commented how much they protruded. I told her (no, I practically BEGGED her) to touch it.

"No touching, but we love to look and watch! Deb, look at his balls! They look so hard and full! Do you see how his left nut hangs just a little lower?"

I pushed my underwear down to my ankles and fingered my testicles around in my pouch. Of course my scrotum was loose, but it moved when I touched. They seemed fascinated by this thing. Sometimes us fellows rarely even notice, but they were in awe.

With these two ladies ogling my rigid erection, I'd almost forgotten about their gorgeous breasts right there in front of me. Deb said

"Will you get up on your knees so we can see how your cock looks when you're standing?" Deb asked.

I wiggled around and managed to get on my knees with my erection standing proud at a 45 degree angle from my stomach. God, I was harder than a calculus test!

Deb noticed too, and she told Leah "Well, I can't see what harm a touch could do!"

As she leaned over the seat to get closer to my bouncing penis and testes, her breast popped out of the bra and top, and her large, suck able nipples immediately caught my attention. But then I felt her fingers under my scrotum, seeming to weigh their fullness. I gasped with pleasure as she held my swollen nuts and pushed them around inside my sack. I was in ecstasy.

Then she dragged her finger tips up the length of my shaft, then back down and under my scrotum. She did this a few times, then gripped my shaft firmly and watched the skin move back and forth over my penis. She told me she loved how I was circumcised; because there wasn't a lot of loose skin.

She didn't stop! She just squeezed and slid her tiny fist up and down my shaft. I was really enjoying how the top of her hand, between her thumb and fore-finger nudged up against my glans and back and forth over the corona. I started to leak pre-cum, and I thought I would explode when Leah, watching with the same interest that a scientist might have, suddenly said "Deb! That's enough!"

I whimpered. I felt like a teenager. I was going to cum and I told them it wouldn't take long but couldn't just stop! Deb and Leah looked at each other.

"Ah-hah! Well, now it's YOUR turn Jeffrey"

Together they lifted their bras up until their amazing breasts swung free. God, Deb's nipples were huge – sticking out almost a half-inch, and such a light pink! Her areolas were puckered, and I love that. I call them Braille Nipples, because even a blind man would be able to tell she was aroused. Her breasts were incredibly firm for their size and I loved the way they moved and swung and finally settled on the seat in front of her.

Leah's breasts were nearly as big, but her nipples were puffy and swollen. Light brown in color and nearly two inches across, and just so...so suck able. She held them for me and squeezed them, while lightly pinched her nipples.

Then they both asked (almost like it was planned) "Do you like our breasts Jeff?"

I couldn't answer. I just reached down to touch (I was still kneeling). Once again they said "No touching!", almost simultaneously. God I was frustrated, horny and ready to shoot the biggest load of semen of my life, and I couldn't even touch them!

I told them I was so hot and bothered, I was going to have to cum. Leah snickered at the look of dismay on my face, and said "Good...do it!" and added "We want to watch your cum fly and splatter all over"

"That's right" Deb said. "We want to see you get yourself off, so go for it!!"

Suddenly my mind snapped back 20 years to Valerie, and her sexy request; the one I was too chicken to act on. My mind reeled! I pretty much knew I wasn't going to get laid, I wasn't going to get a threesome, no one was going to give me a blowjob, or even a handjob, and it sure appeared that I wouldn't get to get my hands on these two pairs of fantastic breasts. But I needed to unload, and I needed to unload BAD. I was worked up to the point of desperation! I mean, we'd been flirting and had been verbally sexual all afternoon, and my penis had been up and down like a yo-yo.

But right now, I was kneeling in the back seat of Deb's car, my rock-hard penis jutting out lewdly, my balls were heavy with semen, and these two gorgeous women with their breasts half-exposed were encouraging me to masturbate. My only concern: Did these women really want to see me masturbate and shoot, or were they just teasing me? I hesitated for just a second.

"Okay - What do you want me to do"?

Deb, the most prim and proper HR lady didn't hesitate for a second. She said "Show us how you jerk off! Just sit back, relax, wrap your hand around that fat cock and rub one out!"

God she was a dirty girl!

Leah was pretty quiet for now. She just focused on my exposed penis and heavy balls. My package was bouncing around as I slumped back in the seat and straightened my legs underneath me, and she never took her eyes off me. However, she did continue to caress her big bosom and pinch her nipples. God, they were fantastic!!

My hands wandered to my lap now. With one hand, I traced my finger tips over my swollen shaft. I guess I wasn't quite ready to "jerk off", as Deb so eloquently put it. I was feeling like I couldn't possibly make this a 30 second show and have these beautiful women think I was "Two Tug Tommy". After all, I had some pride left, even if I did feel like I was going to explode!

With my other hand, my finger tips moved over the sensitive skin of my scrotum, which at this point was still very relaxed. My full testes hung loosely, bobbing naturally in their warm sac. I think Leah was particularly intrigued by my balls. She remarked once again that she loved how my left testicle was hanging a little lower than my right.

Here she was, continually saying "no touching", but then she reached down and lightly touched the soft skin of my scrotum and watched it move and contract and she pushed my left testicle up and down.

I moved my hand again and continued running my finger tips over my penis. I could feel the veins expanding with the pulse with my heart beat, as I touched myself all over. I could feel the skin continuing to tighten along my staff, and could feel the ridge of my glans starting to become even more pronounced as the head of my penis started to bulge. I was simply engorged!

While I was concentrating on pleasuring myself for these ladies I looked up, seeing my friends enjoying my proud manhood standing tall before them. Both girls whispered encouraging remarks. Leah whispered to Deb that I had a beautiful penis, and Leah sighed and said that she loved how straight my cock was, how the veins bulged, and how fat my head was.

"Come on Jeff, show us how you pleasure yourself", Deb prompted. She was caressing her big, hard nipples at this point too, and I couldn't take my eyes off either of them.

The encouragement was definitely making me feel more and more brave, so I wrapped my big hand around the lower part of my penis and gently squeezed, feeling the blood rush up the shaft in to my glans. While maintaining a light grip, I moved my hand upward and looked down to see the head of my penis still swelling.

The once somewhat wrinkled, fleshy colored appearance of my glans was quickly changing before my eyes. My glans were turning slightly pink and becoming shiny as my skin expanded to make room for my arousal. My hand tightened around the base of my penis, but remained loose toward the top, where my fingers could lightly rub against the ridge around the helmet-shaped glans.

God, it felt so good! It was SUCH a turn-on to be masturbating in front of these two lovely women. Truly a fantasy-come-true, and after all these years!

I pulled upward slowly, watching my penis lose that innocent look. My penis was completely erect and begging for attention. It stood proudly, as my hand moved more swiftly and urgently up and down my shaft. The girls were getting an eye full, and so was I, watching their jiggling breasts, caressing fingertips, and hard nipples.

I was completely aroused and totally turned on. My glans was a much darker shade of red now, and quite a bit wider across than the thickest part of my shaft. The head now looked a bit like a big mushroom starting at the very tip, and flaring out before the paler skin of my phallus met with it. I moved my finger tips under my glans where the skin of my shaft meets the head at the corona, and gentle moved them in a circular motion.

"God that must feel so good", Leah gasped as a bit of lubricating pre-cum started to leak out of the tip of my penis.

I realized that whatever innocent look my penis might have had before, had been replaced. I no longer held a penis in my big hands; I was holding my cock; A completely erect, completely rigid extension of my body, and a proud symbol of my arousal for these women.

"Oh yeah baby, come on and rub that big cock for us – make all that hot cum shoot out!" Deb said.

The women were REALLY enjoying my fantasy-come-true, as I was sitting there in that warm car, stroking my rock-hard shaft for their entertainment. They were watching my hips move, my breathing becoming more ragged, my eyes rolling back in my head, and moans escaping my lips. My balls bounced up and down while I stroked myself a little harder. Soon they were tightening against my body and were definitely bloated with semen.

Deb and Leah were watching my dick intently as my strokes became more aggressive; more desperate. Telling them how good they were making my cock feel, I was continually rewarded by watching these gals touching and pinching their nipples, and gently squeezing the soft tissue of their big breasts. They knew that my balls were completely loaded with boiling semen. No, not semen: cum; White-Hot, scalding cum. It needed to come out.

I bent to my task now, my hand moving much faster up and down my cock. I still had a firm grip at the base of my shaft, and the top edge of my fingers brushed back and forth over the ridge around the head of my cock. Pre-cum was started to leak out, and was being smeared over my thick head, which is now a very deep red. My hand moved faster and faster, and my other hand was touching my balls...and under my balls, just as I'd imagined doing in front of Valerie and her friends, all those years before; jerking off firmly and steadily.

I could feel flutters like birds in my lower abdomen. I could feel my balls aching to release of their healthy load. My cock was pulsing in my hand. I was watching the girls who were listening to me react, watching intently and encouraging me with downright dirty things to say.

"Come on baby – blow your load!", "Beat that big cock", and the like. I was almost delirious as the girls looked on with anticipation. I kept thinking about how prim and proper these women were at work (particularly Deb!), and how downright dirty they were talking to me now!

I was going to cum in a big way, and soon. Those birds in my stomach were moving around almost feeling like little cramps; the beginning of my orgasm. I was moaning and whimpering as my hand jerked and stroked up and down my rigid cock. I could feel cum boiling in my balls, and Leah and Deb could see the semen trickling out of the opening in my angry looking cock-head. The lubrication it created pushed me over the top.

"Cum Jeff, let us see that big load", Leah said.

She'd dropped her hand from her big, brown nipples and was caressing my thigh just lightly. Deb dropped her hand to my other thigh.

"Yeah baby, let it go – let it fly!"

Leah said to Deb, almost like I wasn't there "I love watching him beat off! Look at his hand stroke that cock!"

As I rubbed myself faster and faster, I could feel the hot cum traveling through my balls, building at the base of my dick. It always amazes me how much harder my cock gets just before I cum, and the girls noticed as well.

"Oh my God Jeff – you're going to cum – I can see it!" Leah said.

Pre-cum was smeared all over my cock now and I was a mess, beating my cock faster and faster. Cum started to gather and dribble out of my bloated cock-head.

"Cum Jeff!" Deb said.

"Leah! He's cumming!"

Then as if all the birds in my stomach started to fly away, a big thick ropey jet of semen flew out of my cock. It shot nearly straight up in the air and landed just under my chin. It was very warm against my skin. Another big wad of cum exploded from my dick drawing a white line of cum up my chest. That was immediately followed by another blast. It almost felt like someone had fed a length of cord into my penis, and were now slowly pulling it out in jerks and twitches.

I watch the girls smiling and encouraging me excitedly, but I never took my eyes off their jiggling tits, as I felt the ecstasy of my release. My torrential ejaculation started to subside along with the contractions within my cock. My hand slowed almost to a stop, as I squeezed the last bits of my arousal out of my excited dick.

"Oh my God Leah, did you see how far his cum flew!?"

Leah nodded and added excitedly "that was such a huge load!" Then she reached down and touched one of the big puddles of cum on my stomach, wiggling around in it. With a smile, she tasted just a drop of me. Deb also had a little taste of my puddled up pleasure, telling me I was awesome.

I closed my eyes for a moment, enjoying my self-inflicted pleasure, listening to the girls talk excitedly about what I'd just done. I leaned back in my long-awaited bliss and looked down. My cock was turning back into a penis now, but it looked as if someone has drawn thick white lines up my belly and chest. God, it felt SO good to cum and feel that release. I was SO glad Deb and Leah were there!

Well, the girls helped me clean up and I stowed away my equipment. I was disappointed to see those gorgeous breasts being packed back in to their bras, but I guess all wonderful things need to come to an end.

We all talked about how fun and erotic this had been, and I did express my disappointment that I didn't get to have sex with either of them. I told them both how beautiful they were, and how delighted I'd be to try it again sometime, but perhaps in a different environment where we could all be more comfortable. However, it was getting late, and the gals needed to get home, so we went our separate ways.

Unfortunately, I never got to do this with Deb and Leah again. Six months or so later, Leah was laid off amid significant downsizing at the company. Deb and I remained friends for quite a while after this, and we spoke of that day quite often. One day, out of the blue, Deb and I made love and it was incredible. For a couple of years after that, we'd sneak off for lunch time quickies, but I think that would be a whole new story.

I'd also started a relationship with a gal and told Deb about it. She seemed to cool off quite a bit after that, and at one point told me that if I continued with this other girl, she'd no longer have sex with me. I thought this was pretty selfish, as she was clearly having relations with her husband, but when I wanted to have a relationship other than her, it wasn't cool.

I told her this, and much to my disappointment we really haven't seen each other since. We did part as friends, but I will never forget that snowy afternoon.

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