It was Amanda’s birthday weekend, one of my wife, Brenda’s old college friends. We had lived a few hours away so Amanda invited us to stay at her apartment. Amanda had been very close to Brenda during college.

They were very open with each other and loved talking about their sex lives. Amanda would share her hot, drunken one night stands and Brenda would share our threesome and sharing stories. Amanda would forget Brenda was bi and would walk around naked in their dorm. Brenda had a huge crush on her but knew she was straight so never made a move.

At one point, they showed each other their sex toys. Amanda was surprised at the size of Brenda’s dildo. Brenda explained she got one that was like her bf’s for when she missed me, to which Amanda joked, "So now I know what your man’s dick looks like!". She even asked to borrow it, but Brenda wasn’t sure if she was joking or not. On another late night talk, Amanda confessed to Brenda that she never had an orgasm during penetration, just when she masturbated.

Amanda had been in a long term relationship until college and had some hookups but it seemed all the guys she’d been with had no idea what they were doing. Brenda joked around that she could borrow me for a night, and Amanda hinted that she might seriously be down.

When Brenda told me all this, I got extremely turned on. I always found Amanda very attractive so the prospect of her wanting me was very enticing. Brenda loved the idea too, asking me to imagine having sex with Amanda when we fucked. This led to some of the best sex Brenda and I had in a while. Sadly it never happened back then, but this birthday trip could be another chance.

We met up with Amanda and their other friends at a rave. She looked as good as she did in college, long curly ginger hair, fit and tall, beautiful green eyes, C cup boobs and a small but very nice ass. Amanda and I left our group to get drinks and could not find them.

Amanda seemed a bit tipsy. She started dancing on me. I grabbed her by the waist and pushed up against me. Brenda found us like this, to which Amanda quickly pulled away and tried to act like nothing had happened. Brenda gave me a look and smiled. L

We got back to her apartment and took turns showering. Amanda was letting us crash in a pullout mattress in the living room. To our surprise, a couple of her friends, Jess and Carla came back to her apartment as well. They were a couple, so Amanda let them sleep in her room. That meant she would be staying in the living room with us, which got me pretty excited.

Amanda joked to her friends, "If you hear weird noises out here, don’t come out of the room." Brenda and I looked at each other, shocked at what Amanda was implying. Her friends were a bit confused but we all laughed. We were all still pretty drunk and still taking shots. Tired from the rave, we all went to sleep, Amanda took the couch and Brenda and I took the pullout mattress.

A thunderstorm and strong winds woke me up to find I was spooning Amanda. She must have waken up earlier and joined us. I was also cupping her boob over her thin PJ shirt. I tried to move my hand away which must have woken her up, because she grabbed my hand and put it back on her boob. She also pushed her ass against my crotch.

I put my hand on her hip and slowly moved it towards her pussy. I started touching her, while she grinded on me. Either the movement of her body or the storm woke Brenda up. She was facing away from us but turned around. Amanda stopped my hand. Knowing Brenda would love to join, I continued to touch her. Amanda tried to keep quiet but her breathing woke Brenda up.

She saw what was happening and went straight for a kiss. Amanda and Brenda were making out while I played with Amanda’s clit. I got under the sheets, pulled Amanda’s shorts down, and began eating her out. I could see Brenda’s hands grabbing Amanda’s tits and pinching her nipples. Amanda reached under Brenda’s shorts and started touching her. They both moaned softly.

I slid two fingers inside Amanda’s pussy and continued to circle my tongue around her clit. Amanda’s moans got louder but we’re still mostly hidden by the storm.

Brenda and Amanda got completely nude and I took my sweats off. I thought to myself, “fuck am I lucky.” They got on their knees and continued making out. The light coming through the window outlined the bodies. They both looked amazing, their bodies were stunning, both beautiful in their own ways. Brenda was shorter, had smaller perfectly perky boobs, a round ass and the cutest smile. Amanda’s body was stunning, her boobs were more perfect than what I imagined.

Brenda got up from the bed and got her purse. She handed me a condom she had brought just in case. We moved to the floor since the pullout mattress would be too noisy.

Amanda got on her knees, grabbed my dick and began sucking it. Brenda layed on the floor and ate Amanda’s pussy.

I grabbed Amanda’s neck softly chok I ng her (Brenda told me she loved this) and gently pushed her face towards Brenda’s pussy. Amanda began eating out Brenda and spread her ass for me, revealing her pussy and Brenda’s face under it. Brenda playfully winked at me. I put the condom on and slowly pushed my dick inside Amanda. She whispered, "Brenda wasn’t lying, wow! Please go slow"

I obliged and fucked her slowly. Amanda body was shaking in ecstasy. It was her first threesome, and it must have felt amazing having Brenda eat her out while I fucked her.

I picked up the pace and started fucking Amanda harder. I held her ass still for Brenda. After a few minutes, I noticed Amanda’s breathing faster, she stopped eating Brenda out and was hugging her legs instead. She bit Brenda’s thigh to keep her moans in. I wanted to hear her so I moved slightly higher so my dick would hit her g-spot. It seemed to work because Amanda let out loud uncontrollable moans, almost screaming. Her whole body shook and she tried to moved her pussy away from Brenda and I.

I held it in place and fucked her the hardest I could. Her orgasm lasted for what it seemed like a few minutes. I continued fucking her while Brenda played with her clit, causing even more orgasms. I thrusted harder and faster until I came inside her. While I came, Brenda licked my balls, feeling with her tongue how my balls pumped cum inside her friend’s pussy. I took off the condom and Brenda teased me on how much I came, “You don’t cum that much for me.” Amanda blushed. We cleaned up and went to sleep separately.

We didn’t really talked about it the next morning, Amanda seemed embarrassed about the whole thing. Her other friends seemed to have slept through it or not felt comfortable acknowledging it. Before we left, she gave us a long hug and thanked us. Amanda and Brenda texted about it and Amanda said that was the best orgasm she’s ever had.

Brenda was happy to finally have sex with her friend and see me fuck her. It was our first FFM threesome and she really enjoyed seeing me with another girl, so it’s something she wants to do again.