Penny and Sky

Penny and Sky:
Penny and I and Matt at the Cabin

By Sky

Hi. My name is Sky. Matt is a wonderful husband and I love him very much. Our sex life is great, to say the least. Matt and I enjoying trying different things sexually, because we each enjoy sensual pleasure very much. I also have a wonderful friend and companion in Penny, my next-door neighbor. Penny and I became intimate with each other one day in my garden. Penny and I were already good friends. One day I was enjoying my garden in the nude as I try to do as often as I can. Penny happened to see me there from a window in her house in a room she normally uses only for storage. She told me later that she was drawn to be with me there in my garden and come over and joined me. We soon found ourselves sharing in a moment of wonderful sexual pleasure. After that our friendship also included sexual play. Matt's business requires that he travel and is gone a lot of the time. Penny and I would be intimate with each other while Matt was gone. However, when Matt came home, I shared my self only with him. This was the agreement both Penny and I had and she felt that it was only the right thing to do.

Then one evening, right after Matt had gotten home, we went to a neighborhood party. We had not had a chance to be with each other, yet. I purposely dressed in a seductive way that night to arouse Matt. I bought a red revealing blouse and wore tighter pants than I usually did. As the party went on, we had both gotten aroused and soon wanted each other. So we crept upstairs to a guest bedroom for a naughty rendezvous. There was more in store for us, however. Penny saw us and followed us upstairs. After Matt and I had gotten undressed and were starting to make love, the door opened and Penny stepped in. She stood at the end of the bed for a moment and then quickly undressed. The three of us continued there with each other in our neighbor's guest bedroom. Later that same night we all joined in passion again in our bed at home. We fell asleep together until the next morning.

I woke to the smell of bacon and eggs being cooked. I was alone in the bed; Matt and Penny had already gotten up. I slipped on my robe and found my way to the kitchen. Penny was at the stove cooking breakfast and Matt was sitting at the table sipping on coffee. Penny was wearing a long nightshirt of mine and had pulled her red hair up into a ponytail. It was obvious that Penny had not put on her bra. Her dark red areolas showed clearly through the light cloth and her nipples showed as small buttons. The nightshirt flowed along the curves of her butt, showing the cleavage between her cheeks. I could feel that my nipples were erect because I was chilled from just having got out of a warm bed. Matt had pulled on a pair of pants and a shirt and ran a comb through his hair, but had not yet shaved.

Both looked at me as I came into the room and greeted me with good mornings. Penny came over to me and gave me a kiss on the cheek and said she was about to wake me because breakfast was ready. I went over to Matt and kissed him good morning. He took my hand and squeezed it, gazing at me. Penny set the last of the dishes on the table as I sat down. She picked up the brush she had used for her hair and brushed out my hair for me. It was such a sweet gesture. She sat down and we all dished up.

Conversation was light, maybe even a little uncomfortable. We had all experienced something last night in a moment of passion that was still on all our minds. I wanted to talk about it, yet somehow felt shy. I finally mustered up some courage and spoke about it first. I told Penny and Matt how much I enjoyed the night before and how close I felt to them both. They both said they enjoyed it as much. I teased Penny about being so bold and we all laughed about the look on Matt's face when Penny appeared in the room, especially after she stripped and climbed into the bed with us.

We didn't talk about it much more. We finished our breakfast and cleared off the table. As sorry as I was to see her go, Penny told me she had made some plans for that day and needed to leave. As she got dressed, we talked with each other. I told her how pleased I was for the way things worked out. She said that the way she thought Matt felt toward her as a friend, that joining us would most likely not mess things up between Matt and I. I agreed with her, Matt did enjoy Penny's company. I imagined he even fantasized about her on occasion. She was after all very attractive. As she left she kissed me goodbye. We agreed to get together later. She and Matt kissed each other on the cheek. Matt gave her a hug and squeezed her hand. Then Penny left.

After Penny was gone, Matt came over to me, took my hands in his and looked into my eyes. He said that he loved me and that what had happened the night before with Penny and I was very special. He told me he felt a unique peace about what he had just learned about Penny and I. It seemed he wanted to say more, but didn't. I knew this was a lot for him to grasp all at once. The rest of the day went mostly normal. We puttered around the house, went to lunch and generally spent the day together. It was different though, I could tell Matt had a lot on his mind. After all he had just discovered that his wife not only had been chatting on line with other women, but had also become intimate with the girl next door. Then to add to that, he discovered this fact when this girl next door climbed into bed with them naked and proceeded to join in their love making. Yes, Matt had a lot on his mind.

Later late in the afternoon, just out of the blue, Matt suggested that we go up to his family's cabin, located up in the mountains just a short distance from our house. We had not been there since the summer before. His great-grandfather had built it years ago for his family and it had been used by the following generations ever since. It wasn't anything special, just a small two-room cabin, but it provided a way to get away. I said sure that it sounded like a good idea.

Matt didn't say anything more for several minutes. Then he quietly asked if I thought Penny would like to go also. My heart leaped. I now saw what plans he had been making. I was so excited; I jumped up and said yes for Penny before I even asked her. It was apparent to me that he was not upset at me or thought different about me. I was so glad. In fact he was inviting Penny to join us. Smiling, Matt asked if I was sure and I told him I was definite. I gave him a big hug and told him I would go right away and tell Penny.

I went right over to Penny's house. Containing my excitement, I told her that Matt and I made plans to go up to the family cabin. She said that was nice and wished us a good time. Then I casually told her that Matt asked if she would like to go along. As it sank in what I had just said, I could see her spirit brighten and a smile raced across her face. She was so excited; she jumped up and hugged me. She had been worried that maybe what she did made things bad for Matt and I. Now knowing that Matt had made plans for a day out that included her told us both that things seemed okay. She again told me how excited she was about joining us at the cabin.

We both wanted the day at the cabin to be special. We knew that the trip was not just for a day in the mountains, but also intended for some sexual play. Penny and I shared some ideas on some things that we could do. Our focus seemed to be on making sure the day was special for Matt. We both wanted to see that Matt enjoy a very sensual time, maybe the best he ever had. Simply, we wanted him to really enjoy the sexual company of two attractive girls.

One thing that I wanted was for Penny to be sure that I had no reservations about her and Matt. I told her how close I felt to her and that I had no problem including her in my relationship with Matt. I wanted her pleasure and comfort as much as I wanted it for him. She looked at me and I saw tears welling in her eyes. She hugged me and thanked me for being such a good friend. With that Penny and I went shopping for our picnic.

The next morning Penny came over and her and I finished getting the things packed and ready. Penny was wearing a white blue and red striped buttoned blouse, which she had tied in front showing off her belly button. She had on a pair of white shorts and white canvas shoes. She was wearing her hair down. I was wearing the same red blouse I wore to the party night before last that showed my cleavage, with a black pair of jeans. My mid-length blond hair was accented nicely on the red. We both decided the night before that we would not wear our bras for this trip, for Matt's sake. It felt good to have my breasts free under my blouse, jiggling as I moved around. Rubbing on material of my blouse made my nipples erect. Apparently Penny was enjoying the same sensation as her nipples showed erect also.

Matt loaded our picnic stuff into the car and we took off. The trip to the cabin took about 2 hours. We live about 30 minutes away from the foothills, then a drive up the canyon. A ways up the canyon we turned off onto a small paved road that led up in a smaller canyon. At about the time when the road leveled off, we turned onto a dirt road and came to a locked gate. Matt got out, unlocked the gate and drove through. He locked it back up and we drove on. Just a few minutes later, driving along the edge of an open meadow we came upon the cabin. It stood at the edge of the tree line of a stand of pines. A couple of pines were growing near the door. There was a barbecue pit built of stone standing nearby. An old out-house stood a short distance away. Along with the door, there were several small windows. Under each window was a flower box. Nothing really was growing in them, just some wild unattended plants. Close by was a small pond fed by a very small steam, which continued after the pond on through the meadow. It was a very rustic setting.

As we got out of the car, you could smell the pines in the air. The sun was shining bright and you could feel the warmth on your skin, but the air was still a little cool. It was quiet, peaceful and to say the least secluded. Matt went up to the cabin door unlocked a padlock and swung it open. As we step inside into the main room, you could smell the musty smell of the cabin having been locked up all year. There was a cold chill in the cabin, captured from the cold night before. At one end of the cabin through a small door was the kitchen. In there you could see an old wood-burning cook stove. The main room had several mismatched pieces of furniture, an old overstuffed couch and chair, a small table, a love seat and other pieces. On the walls were hung all sorts of old nick-knacks and old tools. There was even and old bear skin rug lying on the floor. In one corner stood a big wood-burning stove, used to heat the cabin. At the other end of the cabin were two large beds, each covered with heavy feather quilts of all kinds of colorful patterns. They were both set into their own cubicles, serving somewhat as a room. Each cubicle had a brightly colored curtain that could be pulled closed for privacy. We stood staring and caught ourselves looking at the beds. I know in my mind that I was imagining what was going to happen there that day.

Matt said he was going to get a fire started to take off the chill. Penny and I went into the kitchen to check it out and also get a fire started in an old cook stove. We had brought along tea and coffee to drink. A hot drink sounded good. I found the kindling and some small pieces and soon had a nice fire going. I poured some water we brought in an old coffeepot and set it on the stove to heat up. Matt came into the kitchen from the other room, with a bucksaw and small axe and announced he had to go find some firewood. The forest nearby would have plenty, he was sure.

After he left Penny and I decided we needed to inspect the beds. We just wanted to be sure they were clean and usable. Inside we were both feeling excitement about the day and were looking forward to what this day might bring. We knew these beds were going to offer a special setting for us. We were so pleased Matt wanted all three of us to come here to the cabin. We threw back the covers. There were three layers of heavy quilts. We took off all but one and put them onto the other bed.

It was still chilly in the cabin and we both had goose bumps. I suggested we get into the bed so we kicked off our shoes and climbed in, first Penny and then I followed. We cuddled close, facing each other and pulled the quilt over us. We sank into the softness of the bed as it cradled us. At first the bed was cold. We cuddled together shivering, holding our arms to ourselves. Then we reached out and wrapped our arms around each other.

Soon the chill was subsiding and we laid there looking at each other. Penny told me again how excited she was to be there. She said she had only imagined that something like this could ever happen that included me and also Matt. She again told me how good it felt making love with us the night before last and then gave me a kiss on the cheek. I returned her kiss on her lips.

We lay there gazing at each other. Then Penny pulled me close and began kissing me on the neck. I loved being kissed on the neck, so I swept back my hair and exposed my neck to her. She kissed me softly on my neck, slowly moving toward my ear. She gave quiet kisses to my ear and even nibbled on it. This gave me the chills and sent sexy shivers through me. I felt good to be lying here with Penny in that most wonderful secluded place in the most wonderful soft bed. Her kisses trailed down along my cheek to my lips and we allowed ourselves to get caught up in a long kiss. Soon our tongues began exploring each other's mouth. Our kisses became wet and passionate, our breathing got heavier. We pulled our bodies close to each other, hugging our breasts together.

Penny pulled away slightly and I felt her hand fumbling with my top blouse buttons. She loosened the top two buttons, which allowed her hand to slip inside. Her hand was cool to the touch as it circled and cupped my breast. This gave me goose bumps. She massaged my breast and found my nipple with her fingers. She rolled my nipple back and forth between her fingers and gently tugged. This was such a sweet sensation. I managed to unbutton her top buttons and took her breast into my hand. I loved touching her soft, pliable breasts. I massaged it and found her nipple. I rolled the nipple in my fingers while gently tugging on her.

Soon things began heating up. When I felt Penny unfastening my pants, I could almost feel myself getting wet. With her one hand she opened and unzipped the front of my pants. I helped her a little by holding onto the fabric. She slid her fingers under the waistband of my panties and she smoothed her hand across my bare pubis, feeling my naked skin. As she slid her hand down to my crotch, I lifted my leg so that her hand could find its way. She teasingly flitted her fingers across my clit. Her fingers moved down, slightly parting the soft folds of my labia and gently rubbed at my vagina until my wet came to the top. Her finger became moist and she drew that wetness back to my clit, drawing small circles. She rubbed again at my opening to wet her finger and again drew the wetness to my clit.

I fumbled to unbutton her shorts. I was shaking with excitement. Penny helped me by unbuttoning and unzipping her shorts. She went further. Lifting her butt, she slipped her clothes off her hips and past her butt. Then she slid her pants all the way down and off her feet. She turned back to me and lifted her leg up so that I touch her. I let my hand smooth over her inner thigh, drawing close to her pussy and then smoothing over the other thigh. I enjoyed teasing Penny like this. Then I reached my hand past her pussy and to the roundness of her butt, trailing my finger along the cleavage of her butt. I led my finger up along the line to her pussy and found Penny very wet. I slipped into Penny at first with one finger and then with my two middle fingers, rubbing her clit with the palm of my hand. We returned to our kiss and had both our hands fingering and rubbing each other. We were breathing heavy, deep in the seduction. I wanted to give Penny easier access to me, so I lifted my butt from the bed and started to pull my pants down. I had them down almost to my knees when we heard Matt come in the main room.

We had sort of forgotten about Matt and he came in announcing how he had found a pile of firewood already cut and stacked by someone else. When he realized what we were doing he stopped dead in his tracks. We must have had a guilty look on our faces as we looked over at him from under the blanket. A smile broadened across his face. He extended his finger and mockingly shamed us, telling us were naughty girls. He mumbled something about 'leave those two together for a moment and see what happens' and then he clucked his tongue.

Penny and I look at each other and smiled. We jumped from the bed and ran over to Matt. Penny already had her pants off; I stopped and removed mine. All we had on was our open shirts. We took Matt by each hand and led him over to the bed. We had Matt sit on the edge of the bed and we untied and removed Matt's boots. He just sat there with a big grin on his face, willing to let us do what we wanted to him.

I pulled Matt to his feet and unbuttoned his shirt. I ran my hands over him and kissed his smooth chest. I licked and suckled on his paps. Penny unbuttoned Matt's pants and pulled just his pants down to his ankles. She had him step out of them. She nuzzled and bit at Matt's cock through his shorts, rubbing her hands over his stomach. You could see him grow inside his underwear. I reached around behind him, squeezed and massaged his butt. Penny pulled the front of Matt's shorts down and his hardening penis fell loose. She and I both knelt in front of him and played with his cock and balls until he was very hard.

I whispered to Penny that we should continue where we left off. We had Matt sit on the end of the bed while Penny and I climbed back in, this time without the cover. I thought he might enjoy watching us. We lay down facing each other and began kissing again. I slid my hand between Penny thighs as she lifted he leg and her hand found it's way to my wet pussy. Matt sat at the end of the bed watching as Penny and I continued. From where he was sitting Matt was able to see a full view of our exposed and wet pussies while the other girl was playing. He sat there wide eyed and started slowly stroking his cock. We broke our kiss and Penny and I looked up at Matt. We both continued to rub and finger each other as we watched him stroke his penis.

After a moment, Penny rolled onto her back and sat up. Reaching for Matt, she took his face in her hands and started to kiss him. Slowly Penny pulled Matt back on top of her. She wrapped her legs around his butt and encouraged him to enter her. Matt eased his cock into her wet vagina. I smoothed my hand along Matt's butt and between his butt cheeks, reaching behind to his balls. I gently rolled them in my hand. I then leaned into them and kissed Matt on the cheek. He turned to me and kissed me deep and passionate. Then I turned to Penny and we kissed deeply. Penny reached for my wet pussy with her free hand. Suddenly Matt got up from Penny. He sat back down at the end of the bed. His cock was hard, standing straight up and glistening wet from Penny’s pussy. He said he was about to cum and wanted to stop before cumming to early.

Penny looked at me and we smiled at each other. She flipped herself around, onto her belly and lay down between Matt’s legs. She took Matt's hard wet cock into her mouth. She tongued and sucked the length of his shaft. I crawled up to Matt and started to kiss him with hot wet kisses. I reached my hand down and took his balls into my hand and fondled them while Penny was sucking on his cock.

It wasn’t too long before Matt’s breathing became very hard and he began to moan. Penny pulled away and we watched as a stream of thick white sperm erupted from the head of Matt's cock in several huge pulses. Penny stoked Matt as he came. His cum ran down his cock onto her fingers and down onto his balls and pubic hair. The room was filled with the scent of his cum. I got up and got some paper towels from our picnic supplies. I helped Penny and Matt clean up.

Then in a joking tone, Matt apologized for interrupting what Penny and I had been doing and suggested that maybe we should continue. We were so turned on after watching Matt cum that Penny and I did not hesitate to re-embrace each other. We first slipped off our blouses; our only remaining clothes and locked ourselves back into a passionate kiss. We lay down on the bed, facing each other and pressing our bodies together tight. I reached around and pulled Penny to me by holding onto her butt. She slid her leg up over my hip. I reached down over the cheek of her butt and drew my fingers along her wet slit. I brought my hand back around to the front and as I did Penny lifted her knee. I cupped my hand over her pussy and let my fingers slide inside. I slid my fingers in and out of Penny as she rocked her hips in unison.

After a moment I got up and flipped myself around to face the other direction. Lying on our sides, we maneuvered into a 69 position. I first just looked at Penny's pussy. She was visibly wet. Her juices had wetted the folds of her labia and her clit was swollen, begging to be touched. I took a breath of her sex. She smelled so seductive and the aroma filled my head. Penny started giving my pussy small teasing kisses and licks. I could feel her suck in one of my lips and gently bite down on it, then do the same thing to the other. We each had our legs up and pulled up toward our shoulders, letting the other have full access. Soon Penny buried her tongue deep into my hot vagina. I started to lick and suck on her clit. She moaned as I sucked on it and licked her soaking slit. Penny was licking my clit in small circles. She brought her arm in a way where she could insert her fingers into my vagina and darted them in and out.

It was not too long before we both came, collapsing onto the bed. We lay there holding cuddling with each other until we caught our breath and relaxed after the intensity our orgasm. Matt lay down beside us, holding his arms around the both of us.

After cuddling for a few moments, we all got up to fix our picnic lunch. Penny and I put on our blouses and pants. Matt pulled on his pants, leaving his boots off. The kitchen was warm from the fire in the cook stove and the water was getting hot. Matt continued to get the fire going in the wood stove in the main room. Penny and I prepared the sandwiches and hot drinks.

We chatted quietly with each other, looking forward to more as the day went by. We planned to eat our lunch outside next to the pond. When our lunch was ready, we gathered the picnic things together, including the towels we brought along in case we wanted to swim. There was an old thin blanket there in the cabin we used to spread out on the grass.

As we stepped out of the cabin you could see an old stone path that had been laid out years ago, leading down to the water's edge. There was a place made nearby surrounded with large logs where an open fire could be built. The pond was not too big and crystal clear all the way to the bottom. It appeared to be only about knee deep. A small stream that came snaking its way from the woods fed the pond. On the other side the stream led out of the pond and continued on through the small meadow, disappearing again on the other side. The meadow was covered in grasses and small mountain flowers of every color.

We went over to a grassy area and spread out the blanket and set out the lunch. The sun was shining and felt warm. There was a small breeze whispering through the trees, filled with the scent of pine. We sat and enjoyed our meal, talking about how beautiful the day was. After we finished eating, Penny and I wanted to go for a walk in the meadow. But just like in my garden, I wanted to enjoy my walk in the nude. I unbuttoned my blouse and removed it. My skin caught the breeze. The coolness gave me goose bumps and made my nipples erect. But the sun's warmth felt so good on my skin. I cupped both my breasts and massaged them, twisting at my nipples. I closed my eyes and turned my face up to the sun. Penny also removed her blouse and then stood to slip off her shorts. She slid her hands over her skin, soothing her goose bumps she was getting with the small breeze. I unfastened my pants and slipped them off. We tossed our clothes into the same pile on the blanket. I leaned down to Matt and gave him a warm kiss. Then I went over to Penny and took her hand.

We started to walk hand in hand across the meadow. As we walked along I imagined what Matt must have been seeing. He was watching these two attractive girls walking away from him across a scenic meadow, holding hands, totally nude. He saw how their hair fell onto their shoulders and backs. He followed the curve of their hips and as it led to their shapely butts, leading down their smooth legs. He watched how their hips swayed with each graceful step.

As we walked we stopped and picked flowers and put them in our hair. We would squat down and look closely at small animal tracks or unique flowering plants. We played games of tag, running around in the clean air with our arms outstretched. I enjoyed that day being there with Penny, seeing her there nude with me, enjoying her nakedness. Penny was beautiful with her hair filled with flowers. She was blessed with freckles, freckles that fell like kisses from her face on down onto her breasts. I felt so free there, in the wide open and being naked without a fear of being seen.

We returned back to where we had our picnic. Matt had his feet dangling in the water of the pond. He said he had been waiting and asked if we would like to take a swim with him. We said a swim sounded great. He stood up and removed his shirt and pants. Naked, he stepped gingerly into the water. The water came to his thighs and then he lowered himself into the water to his neck. He drew a quick breath as he did. He invited us in, saying the water felt really good. Penny and I carefully stepped into the water. It was chilly at first, but out legs got used to it soon. Then we lowered our selves into the water. It was cooler than we thought. In fact, at first, it was more cold than cool. We played about in the water, swimming and floating around. After a moment Penny and I stood up again. Our wet skin, glistening in the sun, was covered with goose bumps, even our areolas were bumpy with goose bumps and our nipples were shriveled yet erect with the chill. When Matt stood up we looked and Matt's penis had shriveled from the cold water and was but a little button nestled in his pubic hair. Penny and I giggled and pointed it out to Matt. He looked down and then up again. He just smiled and shrugged his shoulders.

We stood and shivered for a moment and then decided that there was a warm bed inside that we all wanted to get into. Grabbing our towels and drying off as we ran, we headed for the cabin. By now the wood stove had the cabin warmed, but we were still chilled. Matt dashed for the bed first and got in. Penny followed right after, crawling over him to the other side. I slipped in next to Matt and pulled the covers over us all. Penny and I cuddled up next to Matt shivering, waiting to get warm. Matt shifted himself to put his arm under us and we wrapped out arms over his chest. We lay there shivering until we started to feel warm.

Matt looked over to me and smiled. I kissed him. When he looked over to Penny, she also kissed him. Then I remembered Matt's cold little button penis. I lifted the covers and looked. Sure enough, he was still very small. I scooted down under the covers to his little cock and took it all into my mouth, nuzzling in his hair. I swirled his little button around in circles with my tongue. He stayed small for a moment and then began to slowly grow. It felt so unique growing in my mouth from being so very tiny. I kept swirling his cock with my tongue until it mostly filled my mouth and then let it go. If fell semi-hard onto his pubic hair. Matt said he enjoyed the feeling of my warm mouth on his cold penis very much. Then he suddenly jumped up from the bed and said he would be right back and ran out through the kitchen. We could hear him leave by the back door.

Penny and I lay on our sides propped up on our elbows waiting for him to come back. Penny ran her hand up and down my side and smoothed it over my butt. She even traced her fingers along my butt crack, brushing my pussy with her fingertips. Soon Matt returned. He was wet and cold again from jumping in the pond again. He stopped and pointed at his cock, which was tiny again, then smiled at us. We motioned him into the bed. He toweled off really quick and got back in between us. This time Penny went down and she took his button into her mouth. Matt was lying back, sitting up on his elbows watching Penny lick his penis like I did. I watched as I could see from Penny's reaction that he was getting bigger. She kept his cock in her mouth until it was completely grown. She let it drop from her mouth into her hand, then kissed the entire length of his shaft from the head to his balls.

While Penny was busy with Matt between his legs, I turned to Matt and began kissing him deeply. He reached his hand up between my legs and started rubbing his fingers in my wetness. I was getting turned on again by now and so were Matt and Penny.

I wanted to continue with this, but Penny and I had planned a little something special for this trip, something just for fun. When we went shopping, we bought strawberries and whipped cream. I reluctantly got up from the bed and said I was going to get it ready. Penny offered to help me but I told her that I just wanted them to stay in bed and I could take care of it okay. I gave Penny a wink that I knew they both saw. I intentionally wanted Penny and Matt to be alone. I did not have a problem with them doing anything together while I was gone, in fact I was hoping for it.

I went into the kitchen took out the container full of strawberries. I took my time and carefully prepared the fruit. I slowly and deliberately picked off the green tops of each strawberry. When I was done, I peeked around the corner to see what Matt and Penny were doing. Penny was on her side facing at Matt. She was up on her elbow supporting her head in her hand. She had her leg propped up, with her foot on her knee. Matt had his hand between her legs massaging the flesh of her labia. Penny's free hand was fondling his penis. They were looking at each other and quietly talking. A welling up in my heart came. It was exciting to see this happening.

I returned to the strawberries. I sliced each one carefully into thick slices. I looked again. This time Penny was bent down and they were kissing. Matt fingers were probing Penny's vagina and rubbing her clit. Penny was stroking Matt's penis. Both were slowly rocking their hips. It really turned me on to look in and see them. I returned again to the strawberries.

This time I neatly arranged each slice carefully on a plate, taking my time. This time when I peeked, Penny had climbed onto Matt and was leaning forward on her hands on his chest. Matt had his hands holding her hips and Penny was gently rocking back and forth. Matt was watching Penny's face. Penny had her eyes closed and was biting her lower lip. My heart leaped and I had a delicious tingly feeling between my thighs. I just stood and watched for a moment. I was so aroused. I got wetter and wetter as I watched. Both my best friends were pleasing each other and with me there. I did not feel any ill will towards them. Instead I felt like I was sharing the two closest people to me.

I came into the room with the strawberries and whipped cream and stepped over to the bed. They both looked up at as if to make sure I was okay with what they were doing. I playfully mumbled something about 'leave those two together for a moment and see what happens' and then I clucked my tongue. They both laughed and then Penny slipped off, sitting next to Matt. Matt's cock lay hard and glistening wet from being inside Penny. I stood and looked at his hard cock. I had a strong desire from between my thighs to have it also inside me. I set the dessert to the side and climbed onto Matt's hips. I reached between my legs and lifted Matt's penis to the opening of my wet vagina. I slowly eased his cock into me as I sat down. I leaned forward onto my hands and moved my torso back and forth to allow Matt to stroke in and out. It did feel so good having his cock fill me. Penny sat next to me, gazing at my face. I looked up from Matt and looked over to her. She and I held our gaze while I sat there rocking on Matt. I didn't want to stop, I was about to come and I knew Matt must be close to, but there were other plans, so I stopped and climbed off Matt.

Standing next to the bed, I reached for the whipped cream and squirted a line along Matt's wet cock. Then I laid about four slices of strawberries in the cream. With Penny's help, we ate the strawberries and licked the cream from his penis. Matt put his arms up under his head and lay there enjoying the personal treatment. Some cream got into his pubic hair so I licked it up as best I could. Then Penny took the can of whipped cream and put a small dab on each of Matt's paps with one strawberry. We each took a pap and sucked off the fruit and cream.

Matt asked for the can of whipped cream and asked me to lie down where he had been. He put a dab on each of my small pink nipples. He and Penny each took a breast and licked away the cream. My nipples were so sensitive and the licking and sucking gave me a warm feeling in my crotch. Then Matt gently opened my legs, lifting them up and put a small squirt into the opening of my vagina. Then he took a large slice of strawberry and handed it to me. I pushed the slice just a little inside of me. Instead of himself bending down to get the strawberry, he asked Penny to. He had a shy smirk on his face and a twinkle in his eye. Matt was really enjoying all this play. Penny gladly moved herself between my open legs and began fishing for the strawberry with her tongue. With a little help from me pushing, she managed to get the strawberry out of my pussy and into her mouth. She licked away the remainder of the cream and my juices.

Then Penny sat up and looked at me. She said that there was something different about licking my pubic area versus licking Matt's. She pretended to look perplexed. I caught on to what she meant because this was another plan we had made the night before. I said yes, I think I knew what she meant, putting on a look of deep understanding. Matt was looking back and forth wondering what we were talking about. We both turned to Matt and explained to him that we had made some plans for him to try something. He looked at us suspiciously. Penny asked if he liked our pussies shaved they way they were. He said yes, he did like the naked look that it gave to us girls and he liked how it felt to his touch and his mouth. We both agreed with him how we also liked touching each other's naked pussy. We looked at each other and at almost the same time told him we would like to shave him clean like we were. This took Matt by surprise and at first he hesitantly said no. We told him how good it felt. We told him how nasty it felt. We crawled over to the edge of the bed where he was standing, one of us on each side, looking at him. He stammered out how it would irritate too much and some other excuses. We pleaded with him playfully. He decided to let us shave him when we mentioned how good it might feel when his cock was buried deep inside our wet pussies and our pubic bones met skin to skin.

Penny and I gleefully jumped up from the bed and naked, ran outside to the car. I had left the one last package out there. It was a shoebox that I had put into it all the things we would need for our little fun with Matt. We went back into the cabin. The wood stove by now had the cabin nicely warm. We pulled the love seat near the stove and had Matt to sit there. Penny began laying out all the items. I went into the kitchen and poured a bowl with hot water.

Matt sat down and we had him bring his butt to the edge. Opening his legs, Penny and I sat down in front of him. Matt sat there shaking his head, not believing that he was going to allow us to do this to him. We started my clipping away the most of his hair with trimming scissors. Then I wet a washcloth in the hot water and laid it over the stubble. Penny had the shaving cream and razor. After a moment I removed the cloth and Penny applied a liberal amount of shaving cream to Matt. Then Penny began shaving away the remainder of Matt's hair. His cock was not entirely erect and lay limp on his new bare skin. I took the razor from Penny and carefully shaved the hair from his balls. They weren't really hairy, but what few hairs there were, were now gone.

We toweled Matt off and looked at our work. I had never seen Matt without hair around his penis. It looked so different and so smooth. Penny and I ran our hands over the smoothness. Even Matt was rubbing his hands over his new bare skin, feeling his balls and cock. He said he liked the feeling. Then I leaned in and kissed his naked cock and pubis, Penny joined me on the other side. We played mouth games with his cock, licking and running our wet mouths up and down. Matt was very erect again.

Penny and I led Matt by the hand back over to the bed. We had made plans before that if we got Matt to let us shave him, then we were going to do something special. We had Matt lay down on the bed. Then Penny climbed into the bed with him and straddled his hips. I reached in from behind and lifted his cock up to the opening of Penny's pussy. Then she slowly slid down on his cock as far as she could in one stroke. She was so wet by this time and it went in very easy. I watched as Matt's hard penis slipped away into Penny's vagina. I saw how Penny's labia spread and his cock slipped between the folds of her pussy. She sat all the way down and squirmed herself to rub her bare pubis to his bare pubis. After only a moment she then lifted her self off, letting his penis fall with a little slap. She looked at him and asked how it felt. All Matt could say was wow. Then she next to him on the bed and I took her place. Matt lay there watching us. As I straddled Matt, Penny lifted his cock with her hand and held it to my pussy. I felt the head of his cock at my opening. As I sat down I felt the head move up and the shaft of his hardness fill me. I sat as far down as I could. I felt filled and having his cock felt very good. I squirmed to rub skin to skin with him. It felt very different now not having any hair between us. Then I slid off Matt and I asked him how it felt. He just closed his eyes. Penny and I switched again and again she let his long hard cock slide into her hot pussy. After the one stroke into her wet vagina, then we switched again. I let his cock go deep inside of me and then I climbed off to let Penny have her turn. We knew this would drive Matt wild having both of us take turns.

As my turn came, I sat down and Matt eased his cock into me, he made a comment how great if felt, but he felt left out on the whipped cream. He had a sad puppy dog look on his face and then smiled mischievously. Penny and I knew what he was suggesting. I got off and picked up the whipped cream but he took it from me. Lifting up his cock, Matt squirted a large dob of cream where his hair was before. He let his cock fall back down into the whipped cream. Then he squirted some all over his balls leaving only his cock showing. His whole crotch was covered with the whipped cream. Now he invited Penny to have her turn. Penny, with a glint in her eye and a smile on her face, positioned her self over him. I lifted Matt's cock from behind. As Penny went down on his cock, she sat down into the cream. It squeezed out from underneath her. It was cool and she drew her breath in. As I was watching from behind, the whipped cream squeezed out and I quickly reached in my hand and held the cream back up against Penny's behind and Matt's balls.

As she sat down I continued to spread the hand full of whipped cream up along her butt crack, allowing my finger to trace along past her butt hole and to the top. She squirmed around in the cream. Her and Matt both mentioned how naughty this felt. I was enjoying playing with the cream on her butt and his balls. My finger found her butt hole again and I played around it with my finger. Then feeling a little ornery, I pressed the tip of my finger against her little hole. She responded with a quiet moan. I continued to circle her hole and then pressed in again, only this time entering her with the tip of my finger. She pushed back against me. I continued to press my finger into her butt hole. I was easy to tell this felt very good to her. I started to circle around inside her hole, probing in and out, while she had Matt's cock deep in her pussy.

After a moment of this action I felt her butt start to tighten and she started to quiver, but she restrained her moves. She closed her eyes and held her head down. I felt a rhythm from inside her. As she came, I continued to move my finger and as the contractions subsided I gently slipped out my finger. Matt watched her face and was aware she was cumming, but he also restrained his moves so he would not cum too soon.

As she slipped off Matt she whispered to me, confirming what I had suspected, that she had just cum. Matt lay there waiting for me with a warm smile on his face. Penny and Matt were covered with whipped cream, far too much to lick off, so I took a towel and cleaned off Matt, while Penny cleaned herself. Then I wanted to have my turn with the whipped cream. I knew Penny would return the favor to me, but I did not intend to restrain myself. I wanted to have Matt cum with me and feel his hot cum pour into my vagina.

Penny took the can and squired the whipped cream similar to what Matt did. I almost came as Matt's cock slid into me, the anticipation being so high. I felt the cool whipped cream ooze underneath me and it spread between us. I felt Penny's hand catch the cream from behind and push it back onto us. I squirmed around in the cream pushing my clit down onto Matt's pubic bone. I slowly started to rock on Matt. I felt Penny's hand smooth the cool cream up my ass, sliding along my crack and pass my ass hole. Then her finger slid back down and pressed against my hole. I knew this was going to feel very special. I rocked my hips and let Matt's cock slowly stroke in and out of me. Penny pressed firmer and her finger began to enter me. Matt had closed his eyes and his face had an intent look. Penny's finger then slid into my ass and she began rubbing the inside. The unique sensation it was giving me along with have Matt's swelling cock inside my hot wet pussy was so very good. I began to quicken my rocking on Matt, letting him stroke in and out with longer strokes. Penny gently probed her finger into my butt hole and drew small circles.

It wasn't very long that I felt the beginning waves of my orgasm start to rise. The contractions got so strong it left me feeling dizzy. I started to moan and my breathing got heavier. Matt started to let him self go, rocking his hips in unison with me. I felt his cock swell huge inside me and then I felt his it start to contact. With a couple of pumps, I felt his hot semen pour out into pussy. My orgasm took my breath away. I lay down onto Matt and we locked into a hot wild kiss, both of us groaning with pleasure. Penny was rubbing my back and had her finger gently working in my butt. As the undulations subsided, I collapsed onto Matt's chest and lay there catching my breath. Penny gently removed her finger. She cleaned the cream from her hands and then lay with Matt and I. Matt penis soon softened and slid out of my pussy. We all just lay there for a moment.

Soon we got up. Matt and I each took a towel and started wiping away the cream. Penny helped me by taking the towel and kneeling in front of me. As she wiped away cream, she would kiss my clean skin. After I was clean, she kissed me on my bare pubis, holding me from behind. She took her tongue and reached in for my clit. I leaned into her and stepped my feet apart a little. My swollen clit was sensitive, but it felt good having Penny play with it with her tongue.

I lifted her up to me and took her head in my hands. I drew slowly closer to her and gently gave her a long sensual kiss on her lips. She moved her hand behind my head and we held the kiss. I parted my lips and touched hers lips with my tongue. She opened her mouth and we began sharing our tongues. As our kiss grew hotter, I guided her back onto the bed. I wanted her to have another but greater orgasm. As we lay down, I slid my hand down and had her close her legs. I turned my body around facing the other direction and got up onto my knees. I held my arms out onto her legs and kept her from opening them. I pressed my face into her crotch and breathed a hot breath over her pussy. Then I moved to her knees and started to kiss the inside of each leg. As I kissed moving closer toward her waiting pussy, I would let her open her legs just a little more. Soon I was kissing inside of each thigh, close to her wet pussy. By this time, her knees were bent and her legs were open. She tried lifting her hips up, to get me to taste her sex, but I continued to kiss only the very close inside of each thigh. She wanted more from me so badly. Then I had her lift her knees where they came up and over to her shoulders. This completely exposed her whole pubic area. Her pussy and pussy lips were glistening with her juices. Even her wetness had run down to her butt hole and it was wet. The smell of her sex was aromatic and powerful. I started at her clit, swirling it with my tongue and giving it small suckling kisses. Then I trailed my tongue down into her wet slit and began probing her wet vagina as deep as I could. I moved back to suck and lick her clit and then again probed her pussy.

At the same time Matt joined me with Penny. He first gave her a hot wet kiss. As he did, his hand cupped her breast and his fingers played with nipples. He then moved down to her breasts, licking and sucking on her erect sensitive nipples. He would swirl each nipple in his mouth and then suckle. He licked all around her nipples and kissed her all over her breasts. He would give her deep tonguing kisses. I probed my finger into her wetness and then pressed the tip against her butt hole. Then I wet it again and pressed again until my finger was able easily entered her. With one finger gently rubbing the inside of her butt, I let my thumb enter her vagina. I sucked on her clit as I gently stroked both her holes. Soon Penny began letting out loud moans and I felt her pussy tighten on my thumb. She bucked her hips against my mouth and she squeezed onto Matt. Matt and I continued to pleasure her until the last contraction subsided.

We all crawled up next to each other, Penny in the middle. We were spent from our play. Pulling the soft quilt over us, we settled in and soon drifted off to sleep. We had a wonderful nap together. When we woke, it was soon to get dark. We gathered our things and made sure the cabin was closed up properly. We had made some great memories there in the cabin that day. That cabin got visited more often after that. It became a favorite place for us three to come and play.