Ann had rented a hotel room so we could have a king size bed to play on. I got to the room about 6:45 and I was really nervous. However after we had undressed, Ann and I sat on the bed facing one another. Our hands began to roam one another and she said, "I'll calm you down," and she rolled me over onto my back and moved between my legs. She held my lips open and dove right in. She licked and sucked my clit, and slowly licked from my clit to the bottom of my slit. I cupped and massaged my breasts as I enjoyed her eating me. The plan had been for Greg to come in and "catch" us, and we heard him drove up (he has the loudest truck) so I knew he was about to come in. Unfortunately, the door was locked and Ann had to get up to let him in. There I was lying spread-eagled on the bed when he walked in, and I nonchalantly go, "Hi Greg, nice to meet you," and he said, "Hi Jennifer nice to meet you too. Looks like you girls are having a good time" and Ann said, yes...and went back to licking my pussy. Greg knelt behind her and began to finger her pussy and flick her clit. He was sitting on his knees so he could watch us. The closer she got to orgasm, the harder she sucked me, during her orgasm she sucked onto my clit so hard I came at the same time. Greg moved onto the bed between us and laid on his back. Ann laid on his right side facing him, and I on the left. Our fingertips ran over his chest and our mouths kissed and licked his nipples. Then I began to kiss down his stomach toward his cock and she followed my lead. Our heads were at his groin and began to lick and kiss all around his cock without actually touching it. We both moved around to between his legs and she sucked the tip of his cock into her mouth and I massaged his balls. I watched her lick the tip and pump the shaft. Then it was my turn. I swallowed him whole and sucked hard and I heard him groan. I released and let her suck again. We traded sucks off and on, until she moved up and gave him a passionate kiss and I took over sucking his cock. I moved up next to him and leaned over his left leg so I could have plenty of room to slide my mouth over his cock while I massaged his balls, which gave him complete access to my ass and pussy. He reached forward and slid his thick fingers in my pussy and I pushed against his fingers when I was sucking up his cock. He moaned and thrust to meet my mouth on my downward sucks. He warned me before he came, like he thought I wouldn't swallow with the great intensity I was sucking his cock. He exploded in my mouth and I swallowed nearly all his cum, but left just enough for Ann to have. I then continued to suck him lightly until his cock had gone limp. Both Ann and I moved back up and snuggled next to him while Greg caught his breath. After a few minutes he moved down and began to eat my pussy. Ann began to suck my nipples and kiss my lips as Greg slid his fingers inside me and stroked my G spot as he licked and sucked my clit. He took his free hand and slid it inside Ann's pussy. She then laid on her back and enjoyed his fingering as I enjoyed his mouth. We pinched and rolled each others nipples as our pussies were being pleased. I could feel my pussy tightening and I knew I was close to cumming. I grabbed his head and began to grind my pussy against his face, Thrusting up and down and around...His pace never changed, he continued to eat me slow and steady-that way he could maintain his tongue's stamina. As I ground harder and more urgently he flicked my clit harder and he could feel my pussy clenching his fingers and coating them. He withdrew his fingers from our pussies and got on his knees and slid his hard cock into Ann's pussy. I sat up and watched it move in and out so easily from her wet cunt. I sucked and teased her nipples as she moaned and writhed to the feeling of his cock inside her. I moved to my knees next to Greg and reached down behind his ass and massaged his balls as he pounded her pussy hard. Ann was nearly screaming as her next orgasm was approaching and her whole body shuddered as she came. She then begged him to cum inside her and that was about all he needed and he let out a huge groan as he filled her pussy with his hot cum. Greg then laid on one side and I on the other. Running our fingers over her chest, playing with her nipples. Biting them, pinching them, sucking them...kissing and licking her whole breast. My mouth moved down her stomach, I had to taste that sweet pussy. I laid between her legs and spread her smooth lips apart. Her clit was already hard and swollen-just like a little cock sticking straight out there. I licked from the bottom of her slit, twirling my tongue at her entrance and moving back up to her clit. I then slowly circled her clit and then flattening my tongue and pressing hard against her clit and up. I would then flick it fast and get her just to the point of cumming and go back and taste her sweet juice flowing freely from her pussy. I slid a finger inside and found her g spot and massaged it slowly and gently. I was out of hands so I was unable to hold her open to get directly on her clit, but I was able to suck her lips into my mouth and move my tongue around her clit hood and she began to pump against my hand. I could feel my own pussy walls beginning to pulse by the sheer excitement of pleasuring my lover. I slid my finger out of her pussy just before she came and held her open once again and ate her slowly. I took a temporary break from licking her to rest my tongue and I rubbed her clit with my fingertips. She began to apologize for not cumming, and how she kept losing it, and I confessed that was my fault. I was making it last for her. I then asked Greg to give me a helping hand. He slid his thick fingers in her pussy as I held her open and licked that hard clit. His face was right next to mine watching my every flick. With an intense suck and one deep thrust of his fingers, she came instantly, all over his hand...soaking it. Then we rested a minute or two again and I began to stroke his hard cock with my hand. Grasping it firmly, yet gently and tugging it back and forth. I licked the tip and sucked it into my mouth. I sucked his cock for what seemed forever and moved up and slid his cock deep inside my pussy. Much to my surprise, even though he was average size (about 7 inches) he was able to hit "bottom". He fucked me hard and fast and his cock grazed my clit as it slid in and out of my pussy which was absolutely amazing! I came on his cock while I begged him to continue to fuck me hard and then he blew his load inside me. Then we all collapsed and snuggled and talked and laughed. Greg was behind me, spooning and Ann was in front of me and we were breast to breast... kissing deeply, while playing with one another's breasts. Greg began to kiss the back of my neck...light open mouthed kisses, massaging my shoulders and kissing all over my back. He moved down and began to kiss and fondle my butt as I put Ann's nipples in my mouth. As I still had a nipple deep in my mouth, Greg rolled me over onto my back and spread my legs again so he could taste me. He licked me until he couldn't stand it anymore and he came up and slid his hard cock inside my pussy. We shook the entire bed and the headboard was banging so hard against the wall I knew for sure it would punch a hole in it. He reached down and began to stroke my clit as he slid in and out of my pussy. My moaning became more intense and louder with every thrust. Finally my cunt grabbed a hold of his cock and held it inside me for what seemed a lifetime and he came just after I did. He pulled off and laid on the other side of Ann. We did a few more variations of the same thing, and the evening ended with Ann sucking Greg's cock while he watched me slide her vibrator in and out of my pussy and over my clit.