It started out as an exciting weekend and went totally sideways but turned out to be an interesting and exciting time completely different from how I expected. I was on my way to Vegas from L.A. for a convention when I began to have car trouble. Fortunately, I found myself in the small town of Bakersfield and I wasn't stranded remotely on the side of the highway. I was able to limp my truck to the garage in town. It was Friday evening around 9, so the garage was closed but, the sign said they were open Saturday. I was hopeful they could fix it in the morning and that I could still make at least part of the convention.

I had never been to Bakersfield before, so I checked into a motel and decided to go and explore on foot. It was a warm evening and, after a short walk I spotted a bar and decided to check it out and cool off.

I figured a cold beer was exactly what was needed at this point. I was feeling depressed about the possibility of missing the convention. Multiple beers were definitely in order. The bar was a little run down and the beer was cold. My seat was comfy so I settled in to drown my sorrows and refresh my attitude. 

After the fifth beer, I started feeling better and began to look around the bar. Seeing a couple of pool tables, I decided to shoot a few games. 

No one was playing, so I decided to get a few practice games in since it had been a while since I played.

After a couple of practice games, a pretty younger lady started making conversation with me. Cara was her name, a twenty-two-year-old blonde with wavy hair roughly 5' and very pretty with perky breasts that stuck straight out from her chest. I got her a drink and we talked, getting to know each other. We laughed and joked while we played pool. A few times, we angled hips or arms, brushing bodies against each other while we played pool. She seemed to be flirting with me a little. She would laugh at my jokes and occasionally squeeze my arm affectionately.

Her friend Ann joined us a little while later. Suddenly Cara’s demeanor changed. Ann, thirty-eight, a pretty woman, about 5'6" tall with larger sexy breasts stood closely near Cara, and Cara pulled away from me significantly. Ann seemed to speak for Cara too. Suddenly, Cara wasn't as outgoing as she was before Ann joined us. I didn't think much more of it than that. Having consumed a lot of alcohol, my mind didn't dwell on small things. 

I bought us all another round and we continued to talk and drink until it was closing time.

None of us wanted to end the night, so Ann suggested we go back to their hotel where they had beer and rye.

Their hotel was closer than mine, almost in between. The hotel wasn't far so a brisk walk did us all a little good.

Back at their room, Ann got me a beer and poured each of us a rye and ginger. She put on some slow sensual music. It played unobtrusively In the background. It was nice. Conversation flowed as it had all evening, easy and inviting. I was really enjoying myself and hoping that me and Cara would get some alone time. A hot sexy mood was in the air. It had been way too long for me and the teasing and physical contact from earlier continued to drive me crazy with anticipation. By then, I had an obvious hard-on, bulging from my shorts.

Now a little about me, I'm Al, twenty-five years old, a little above average height and weight. I'm a very smart person but not always the swiftest in picking up subtle signs. When Ann and Cara began to slow dance together and gently kiss it all suddenly made sense. I felt like such an idiot that I didn't see the signs before.

As they danced, they kissed on the lips slowly, lightly, provocatively. Cara’s hands caressed Ann’s back and Ann’s hands grazed Cara’s ass. Cara was wearing a light summer dress. Ann had on shorts and a tank top shirt. I almost instantly got a rock-hard erection and my mind started to race with all the possibilities of what might happen next.

Momentarily, I noticed them pull apart a bit and turn toward me. I shifted my gaze from hands on asses, to their faces. Cara smiled big, I must have looked like a deer in the headlights and I couldn’t even speak. My mouth hung wide open. It was the most erotic sight I had ever seen.

I composed myself and began to take a step toward them when Ann put up her hand and said,  "Stop right there, Al. All you get to do is watch.” She nodded her head toward the sofa as she wrapped her arm around Cara’s shoulder and pulled her close.  

As Ann spoke, the smile on Cara's face diminished a little. Mine did too, I’m sure. I was looking forward to touching soft skin. Taking female scent into my nostrils. Pressing myself against and into warm flesh tonight. 

They returned to making out, and Ann grabbed the bottom of Cara's dress and pulled it up as Cara raised her arms to allow the garment to be removed. She then reached around and undid her bra pulling it forward over Cara's shoulders. This revealed her perky, beautiful breasts. About a C cup, I would have guessed. 

Standing there, Cara’s chest heaved slightly as her breath quickened with the excitement in the air. Her nipples were rock hard, about the size of a pencil eraser. She looked at me, seeking approval, touching herself. Cara grinned, satisfied when she saw me staring at her breasts and smiling.

Cara returned the undressing maneuver with Ann, pulling her shirt overhead and discarding it to the bed. It is very erotic watching a half-naked woman undress another woman. When she pulled back her bra, Ann stood there with a set of my guess would be D cup breasts. A little sag but still beautiful large areolas and hard nipples about ¾ inch wide. Large compared to Cara's. Both women's breasts were stunning and I wanted to put my mouth on them so badly. I wanted to flick my tongue and suck the skin into my mouth.

My cock was straining against my Jeans at this point aching to be let out of its denim prison. I didn't wait for permission as I undid my belt and pants unleashing my hard cock. I can't remember a time I was as hard as this except the threesome I had with Kevin and Angie as you may have read in Movie night Surprise.

I sat on the couch enjoying the beautiful sight in front of me.

As they continued to explore each other and undress each other I would occasionally get a lust-filled glance from Cara. I started slowly stroking my cock. I wanted to enjoy this entire show and not cum too early. It was looking like they were taking their time as well. I settled in with my right hand on my hard cock and fingers from my left hand against my lips and teeth. I wanted to taste woman juices so badly. I imagined my own lips in place of Ann’s. Then, I imagined my lips beside Ann’s kissing Cara with her. I imagined gripping Cara’s shoulder with one hand and the other wrapped around Ann’s waist. I wanted those warm, writhing women in my arms.  

Ann had Cara's pants off and was pulling off her lacy white panties, exposing her tiny, completely bald pussy. It was absolutely beautiful, I could see how wet she was from the juices glistening in the light. A few moments later Cara was pulling Ann's panties off revealing two beautifully shaved pussy lips with a little patch of hair above her clit. It was equally as beautiful and wet.

If possible, my cock got even harder at the sight before me I continued to slowly stroke and enjoy the show I was getting. 

Both women were now completely naked. Cara was sucking on Ann's left nipple, while Ann's fingers explored Cara's pussy gently stroking the lips at first then sliding one finger inside and soon after a second finger. Cara was moaning and grinding her pussy against Ann's palm, her two fingers curled up inside stroking her g-spot, Cara began to tremble as Ann was caressing Cara's nipple pinching and flicking.

Cara's eyes locked onto my hard cock in my hand as I stroked it up and down. Ann’s face was buried in Cara’s neck, sucking and biting, pulling Cara’s body close. Cara took advantage of Ann’s distracted necking to keep her eyes on my cock. I could see Ann’s elbow and arm moving rhythmically. I imagined what my own fingers wanted to be doing and that Ann was doing them. Stiff thumb rubbing clit and sliding down between slippery labia, Cara groaned and rolled her head to the side, closing her eyes, briefly. She tightened her grip around Ann’s shoulders, slumping to the side toward me with a smile on her face. Licking her lips ever so slightly she shuddered and squealed, then relaxed into Ann having her first orgasm of the night. When Cara’s eyes opened, she looked toward me with a grin. She appeared so relaxed.

It was the most erotic sight I had ever witnessed and the night wasn't over yet. Or, well, I hoped it wasn't. Ann lay Cara down on the bed and allowed her to rest and recoup from her orgasm, then as she began to get her strength a few minutes later she got up and straddled Cara's face dropping her pussy onto Cara's mouth and tongue. She was facing me and watching me stroke my cock, all ready to burst at this point.

Ann kept riding Cara's face. I continued to stroke my cock it all felt so unreal, but so hot. I wanted to join them but was told I wasn't welcome. Yet there I was in their hotel room, stroking my hard cock. I was definitely conflicted.

Honestly, this was beyond what I had figured tonight would progress, so I was still a very happy man and wanted to stay that way, so watching was what I would do. 

Ann gently commanded Cara to lick here, nibble there, more of this, more of that. She provided specific direction and I could tell when Cara had found the right rhythm because Ann would go silent and close her eyes and her body would begin a slow, fluid humping motion. Ann ran her own hands up and down her body, pinching her breasts and tugging at her own hard nipples. I wanted to touch so badly. I stopped stroking my cock to watch more intently and retain my load. I didn’t want to cum yet. I had played with edging before and this was the prime real-life opportunity to take advantage of my training. 

Cara quietly slurped and suckled at Ann’s deliciously beautiful twat. I could see Cara’s jaw and chin moving. Her hands gently and sometimes firmly gripped Ann’s thighs and ass cheeks. Sometimes Cara would shake her head back and forth. When that happened Ann’s head would toss back, with her head then rolling forward and her hair flowing from behind her shoulders to the front. She would hunch forward and squeal. Cara moved her hand to her mound and fingered her own slit, middle finger rubbing wet cunt juices. The smell of tasty pussy filled my nostrils. My cock oozed pre-cum and my balls ached. All of me ached to be up close and present with the two women 10 feet away from me.  

Ann, now bent over, putting them into a 69 position, and began lapping and exploring Cara's sweet little wet pussy making her wiggle and writhe. Ann really was giving Cara a tongue lashing and finger fuck. 

Ann looked over to me and appeared to assess the angle and distance between me and them both at the bed. She grabbed Cara's hips and positioned her at the end of the bed at a different angle so I was sure to see. She spread Cara's leg out to the side and supported it with her shoulder. I could see.

Cara was giving back the best she could between moans and Ann was getting more vocal as Cara's tongue and fingers were getting Ann super aroused.  

This was getting me so hot. My rockrock-hardk was ready to burst but I wasn't ready to blow my load just yet. I wanted to cum along with these beautiful ladies. 

As they licked and ground away on each other getting hotter and closer to orgasm I could sense they were very close so I began to stroke again mounting quickly faster and harder. I was bound and determined to come with them. Not being able to touch them this might be the closest I will get to being with them.

They were really getting worked up fucking each other. Their fingers and tongues were in constant movement both grinding their pussies against each other's faces, fingers frantically driving in and out of each other's cunts. I could hear how wet they were, smooth, stiff fingers sloshing in and out. It was so hot. My orgasm was on the brink, but I was still holding off. It was seriously so close to a mind-blowing release. It dribbled. I squeezed uncomfortably hard with my hand.

I could see the lust in Cara's eyes as she stared at my hard cock while I stroked it. So close to orgasm. Suddenly, she started to scream and convulse into Ann's cunt as her orgasm washed over her. That brought Ann to the brink and pushed her over the edge and triggered her own orgasm. I was only a second behind as all the muscles in my body flexed and my throbbing cock pumped stream after stream of hot cum all over my stomach. 

We all lay there panting and sweating, all of us spent, reveling in the afterglow, trying to recover from such an incredible event!

I slowly started to get up and head to the bathroom to clean up all my cum from my body.

When I came back Cara and Ann were drifting off holding each other on the bed. They looked so sexy and peaceful. I didn't want to wake them so in my drunken state I got dressed and left to walk to my motel room reliving all the events of the night. It was in all accounts an amazing night but it was a bit disappointing as to what it could have been. What might have been.