Lisa and I were talking about our fantasies. This is before we began swinging. She had a fantasy about her girlfriend Carrie. Now this fantasy was probably pretty obtainable. Carrie was a petite girl, auburn hair, always wore tight low rider jeans, and a very cute smile. She had a few dimples that really set it off. Lisa's fantasy was for a girl on girl with Carrie. I was all excited about it. She knew that I thought Carrie was sexy. Carrie knew it as well. When Carrie would come over the two of them would tease the hell out of me leaving me rock hard and frustrated. Carrie would bend over in front of me, then while being bent over turn back with a sexy smile,"Is my ass in your way?" She had a dynamite tight litte ass. So after discussing all of Lisa's fantasies as well as my own, we talked about the one's that were likely to happen. Lisa said she would talk to Carrie about the girl - girl thing. She knew Carrie had been with her other friend, Mel and her husband, and also just with Mel. So weeks went by when one day out of the blue, Carrie showed up at the door. " Are you ready?" she said. Lisa's eyes lit up. This was her first f-f experience besides playing with her sister. I was only supposed to be a spectator, which I didn't mind, I was already throbbing with pre cum oozing at the tip of my hard cock. We all went to the bedroom, Lisa and I stripped but Carrie just took her top off and pants, but left her camoflauge panties on. I couldn't believe how big Carrie's boobs were. She always had them hidden I guess. Lisa knew I was stoked. She rubbed my throbbing hard cock a few times and "You be good, You can touch but nothing else." As the two of them began to kiss and rub against each other I was on fire. I loved seeing Lisa tease Carries nipples until they were hard and pointy. Carrie had bent over and stuck her ass right in my face as she had done many times before. I could see the cameltoe outlines in her panties. "I bet he's loving that!" Lisa would say. They loved teasing me. They both were up on their knees and Lisa pulled down Carries panties. Carries little butt was a rock hard bubble butt, but miniature. They layed next to me and began to 69. Carries face was right next to mine. Lisa strattled her and began to lick her pussy. Lisa reached back and took my hand and put it on Carries belly. I knew this was a sign to say its ok the play. As I was exploring Carries tight little body, Lisa would lean over and suck me visciously. Carrie was rubbing my body as well. Carrie leaned over and gave me the most sensual french kiss. She was really getting into it. I began to think to myself, this isn't about them anymore they want me to be involved. I began to play a little more. I was licking Lisa doggy style when I felt Carrie begin to suck me and jerk me off. Lisa's phone rang. She decided to answer seeing it was her mother. We all stopped for a moment. Lisa got off the bed just chattering away. She began to leave the room and waved Carrie and I on as to go ahead. Carrie leaned over and began to suck me. I positioned her legs over top of my face and said,"Finally!" In which she got a cute little chuckle. I licked her wet clit, her juices were running all down my chin. I was giving her a rim job when Lisa came back. Lisa got on the bed and strattled my pulsating cock. Her and Carrie were facing each other once again. LIsa rode my cock like she never had before. She was arching her back as Carrie sucked her huge nipples. Carrie was upright now so that cute little ass was like two little balloons.Carrie was riding my face just like Lisa was riding my cock. Carrie was rubbing that soaked pussy from my eyebrows to my chin. She was diddling with her clit the whole time. I heard Lisa start screaming,"OH MY GOD!" as she was "bouncing" up and down on my cock. Carrie was moaning "Mmm,Ohhh" I watched Lisas boobs bouncing, and almost lifted both of them with a hard thrust and shot my load deep inside Lisa. Things settled down as we all layed there naked. Carrie looked at me in the eye and said," Next time mister,YOU"RE TAKING MY ASS!" I felt like I just had another orgasm, a rush shot through my body. The girls just giggled and we all got up. I let the two of them go take a shower together as I cleaned up the room. What a day.