Beth could hardly contain her excitement. Her husband's cousins were arriving that afternoon. Desiree was 21; Kate 20 and Beth always enjoyed their visits. Both girls loved to shop and go out dancing at night. They provided a small diversion in Beth's otherwise mundane life.

As 33, Beth already had three children and was married to Clark for 15 years. Although Beth kept her five- foot frame in shape, Clark and her rarely went out just for fun. So the prospect of these two young women arriving provided Beth with opportunities to go out.

Beth also enjoyed talking with Desiree and Kate. Both women were already more experienced sexually than Beth and neither were married yet. Desiree and Kate talked freely about their sexual exploits, "girl talk," and Beth loved living vicariously through them.

Beth's sexual experiences consisted of only Clark. She was a virgin when she married and Beth's only partner was Clark. Clark's sexual appetite when they first married was voracious. Beth recalled Clark's favorite then was to suck on the nipples of her 36C breasts.

It was almost four years before Beth felt her first orgasm. Curiously, it coincided with the first time Clark performed oral sex on Beth. Since that time, about the only time Beth has an orgasm is with oral sex.

Lately, Clark's appetite for sex was almost non-existent. Even though Beth breast-fed all three children, her 36C breasts were still very firm. Breast-feeding left Beth's nipples thick, long, and sensitive. Many times in bed at night Beth's nipples would harden from the cool air.

Once in bed Beth would spoon Clark and when her nipples just barely brushed against her back, Beth could feel the wetness grow between her legs. Now days, Bret did not notice and Beth was frequently left wanting.

Beth spent the morning cleaning for Desiree and Kate. Beth just put the vacuum away when the doorbell rang. Beth opened the door and welcomed Desiree and Kate inside. Pleasantries exchanged, Beth led the two women into the living room. It had been a year since Beth saw them last.

"Let me look at you two," Beth exclaimed and stepped back as Desiree and Kate twirled and posed like two over eager models.

Beth was impressed. Desiree was a tall, statuesque woman with shoulder length blond hair. With Desiree's hairstyle and color, her and Beth looked a lot alike. Desiree wore a tight, knit shirt, which accented her 40D breasts. Beth could also see the outline of Desiree's thong under her tight stretch knit pants that fit Desiree like a second skin. Kate was just a little shorter than Desiree with short, brown hair. Kate was not as thin, but very shapely.

Beth could immediately see that Kate was not wearing a bra under her thin white T-shirt. Beth easily saw the dark, silver dollar sized areolas on top of Kate's perky, 34B breasts. Kate was wearing short-shorts that clung to her pear-shaped ass and showed off her long, shapely legs. Beth was amazed; the two women could easily have been models.

The three women chatted excitedly until Clark came home. Beth watched as Clark's eyes darted from Desiree's breasts to Kate's breasts. Clark hugged the cousins just a little tighter than Beth thought was necessary. Clark intentional crushed their breasts against his chest with each hug.

Beth's kids arrived from school and Desiree and Kate produced gifts for them. Beth was becoming jealous as she watched Clark ogling Desiree and Kate's ass and taking every opportunity to touch them. He essentially ignored Beth. Beth felt some relief as it appeared that Desiree and Kate were oblivious to Clark's behavior.

About two hours after dinner, Beth showed Desiree and Kate their bedrooms. The cousins complained about being tired and quickly went to bed. With the kids in bed, Clark followed Beth into the bedroom. When Beth was undressed and standing in just her panties, she felt Clark slide up behind her and reach around. Clark grabbed Beth's breasts and squeezed them gently and pinched her nipples.

As Clark pressed against her from behind, she could feel his erection. At first Beth was a bit angry knowing that Clark was just horny from being around Desiree and Kate. But the attention Clark gave to Beth's nipples immediately produced the wetness between her legs and she allowed him to pull her to the bed.

Clark pushed Beth down onto the bed with her feet still flat on the floor. Beth could feel her heart rate increasing as Clark kissed her neck and dragged his tongue down between her breasts. Beth now could feel her juices starting to bathe the inside of her thighs.

Even though she knew Clark was excited because of Desiree and Kate, she was still enjoying the attention she craved so many nights. Clark's warm mouth found her right breast and he drew the nipple upward and sucked gently. As he sucked gently on Beth's nipple, Clark's hand moved down her abdomen and slide under the waistband of her panties. Beth hyperextended her neck and took in short breaths as Clark wormed a finger between her swollen cunt lips and lightly stroked her hard clit. Beth was disparate for Clark to lick her clit, but he continued to suck her nipple and flick it with his tongue.

"Lick me," she whispered breathlessly.

Clark smiled removed his hand and slide down to the top of Beth's panties. Clark hooked his thumbs into the waistband and pulled Beth's panties over her thighs, and down to the floor. Beth kicked them aside and spread her legs wide keeping her feet flat on the floor. Clark intentionally tormented her. He slowly let his tongue slide through Beth's pubic bush to just above the opening to her cunt.

Her mind was racing; she was almost pleading for Clark to finish. Clark used his tongue on Beth's cunt lips, then took one of her cunt lips in his mouth and sucked on it. Beth raised her hand to her mouth and was thrilled with Clark's passion. Finally Beth was rewarded as Clark's tongue found her clit and lapped at the hard bud lightly. Beth was now pouring her juices onto his face.

Clark buried his face between Beth's cunt lips and took her clit between his teeth and rapidly rubbed his tongue back and forth over the tip. At the same time, Clark reached up and pinched Beth's nipples between his thumbs and forefingers and pulled them upward stretching her breasts. The sensations were too much and Beth exploded in the most intense orgasm she had experienced in months.

While she was cumming, Clark shoved his hard cock into her cunt and pummeled her with a fury. Beth was fighting not to be too loud with the kids and guest in the house. After fucking Beth on her back for several minutes, Clark pulled out and took Beth's hips and rolled her over. Beth stood up and leaned over the bed with her legs spread wide. She could feel her slimy fluid pouring from her cunt down her thighs. Clark easily pushed his dick back inside her and fucked Beth hard while pulling her hips against him.

Beth's orgasm continued unabated and after just a dozen or so strokes Clark's body stiffened and she felt the warmth of his seed bathing the walls of her overheated vagina. Clark slammed into twice more draining his balls before pulling out and unceremoniously walking into the bathroom. He left Beth at the bed and she collapsed and rolled over on her back.

Clark had not fucked her like that in several months and even though Beth was a little angry and what stimulated him, she let out a long breathe at the pleasure she experienced from her orgasm. Just as she walked into the bathroom, Clark passed her and gave her a peck on the cheek that passed for a goodnight kiss.

Beth looked at herself in the mirror. Her nipples were still engorged and erect and the insides of her thighs were now sticky with a mixture of her cream and Clark's. She cleaned up, put on her nightgown and came back into the bedroom to fine Clark asleep on his side. She crawled into bed and spooned up behind him. When her nipples rubbed against his back, she was amazed to find herself excited again. But she soon fell asleep.

That morning after the kids were off to school, Desiree and Kate wanted to go shopping at the mall. Beth was all for the plan and went upstairs to dress into something that would be easy to remove for trying on clothes.

Desiree and Kate were wearing short sports skirts and pullovers, and easy combination for quickly trying on clothes. The three women went off to the mall. On the way, Desiree mentioned something about hearing the sounds of sex coming from Beth's bedroom during the night. Beth blushed red and continued to drive as Desiree and Kate giggled.

"At least someone's got some last name," Desiree exclaimed and poked at Beth's ribs.

At the mall, the three women enjoyed a morning of shopping at various clothing stores. They tried on several outfits and then ate lunch. After lunch, Desiree suggested a store that Beth never shopped at because the clothing was for young girls.

"Come 'on, it will be fun," Kate encouraged Beth.

Once inside Beth was worried about the youth looking clothes. Desiree and Kate quickly were pulling dresses, skirts, and blouses from the racks and pushing Beth into a large single dressing room and shutting the door. Before Beth knew what was happening, Desiree and Kate were stripping out of their skirts. Beth blushed again and offered to go to a different room.

"No, don't do that, this makes it easy," Desiree explained, "we can try on the clothes, get each other's opinion without leaving, then try on more."

Beth stayed but was still uncomfortable. As Desiree and Kate's skirts came off, Beth was shocked that they were not wearing panties. Desiree's cunt was shaved bald and Kate's pubic hair was just a thin, quarter inch strip. Desiree elbowed Kate at Beth staring at their cunts.

"It makes sex so much better," Desiree commented then laughed.

Kate agreed and the two girls pulled on new skirts. Beth just stood frozen, her face red.

"Here, try on this sundress," Kate said throwing a flowered dress to Beth.

Unsure of what to do, Beth removed her top and pants on put on the sundress over her panties and bra. She could not keep her eyes off of Desiree and Kate. Desiree removed her top and bra revealing huge, firm 40D breasts that were obviously hard as rocks. Once again Kate was braless, but when she removed her top, Beth could see that Kate's nipples were sticking out hard on top of her small 34B breasts. Desiree and Kate helped each other dress and turned to Beth.

"No, no," Kate chided Beth, "remove your bra."

Here words snapped Beth back to reality and she wondered if the girls realized she was staring again. Desiree and Kate exchanged knowing glances unseen by Beth. Beth turned around with her back to the girls and removed her bras. The cool air of the store felt good on Beth's breasts and her nipples harden also.

She rearranged the dress and turned back around looking in the mirror. Beth was aware of Desiree and Kate talking but paid little attention. The dress Beth was wearing was too young. It barely covered her ass and Beth's 36C tits were straining to break through the top. Beth saw Desiree walking up behind her in the mirror. Beth thought Desiree was naked, but dismissed the thought.

Desiree had removed all of her clothes as well as Kate. Desiree moved up behind Beth and placed her arms around Beth's chest just as Clark had done the night before.

"Let me fixed this," Desiree whispered into Beth's ear, her lips lightly touching Beth as she spoke.

Beth froze as Desiree pulled the center of the dress together allowing Beth's breasts to spring out. At the same time Beth could feel the hem of the dress being raised and looked down to see Kate, now naked pulling the dress up over Beth's ass.

"What are you doing?" Beth asked with a whisper feeling that familiar wetness between her thighs.

"Shhhhh," Desiree cooed as she kneaded Beth's breasts in her hands.

Beth was unsure of what to do. Desiree was making her breasts ache to be sucked. Kate worked the dress over Beth's ass and began to massage Beth's cunt through her panties. Beth closed her eyes and tried not to think about what she was doing. Desiree took the hem of the dressed and pulled it over Beth's head. She then turned Beth around facing her.

Beth's eyes were still closed, but she could feel Desiree's nipples touching her nipples. Beth felt Desiree's lips nimbly touching her lips and then Desiree planted a wet kiss over Beth's mouth and forced her tongues inside. Beth was acutely aware that Desiree's 40D breasts were smashed against the tops of her breasts. As Desiree kissed Beth passionately, Beth felt her panties being rolled down over her hips. Beth broke the kiss.

"We shouldn't, we'll get caught," Beth cooed in a faint protest.

"Not if no one hears you scream," Desiree said in a sexy voice then covered Beth's mouth again with hers.

Beth felt Kate pushing her thighs apart and Beth moved her feet outward in response to Kate's pressure on her thighs. Desiree's tongue continued to explore Beth's mouth and their tongues frequently touched and stroked each other. Beth realized she was kissing Desiree back.

Desiree moved back a little but continued her kiss. Beth felt Desiree's hands back on Beth's breasts, massaging and squeezing her firm globes. Desiree dropped one hand and took Beth's hand and placed it on her breasts. Beth jerked her hand away and Desiree broke the kiss and looked into Beth's eyes.

"We should stop," Beth whispered.

Beth gasped as she felt for the first time in her life, a woman's tongue bathing her clit. She knew it was Kate. Beth looked down between her breasts and Desiree and saw a naked Kate on her knees between Beth's thighs.

"Do you want us to stop?" Desiree asked and kissed Beth's neck.

Beth could not answer. Kate used her thumbs to spread Beth's cunt open so wide Beth could feel the air blowing against her clit and into her cunt. Beth felt her breathing increasing as Desiree worked her mouth down to Beth's left breast. Desiree sucked into her mouth as much of Beth's breasts as her mouth would hold.

At the same time, Desiree used her other hand to tease and torment Beth's right breast and nipple. Beth's closed her eyes again and slightly parted her lips trying to protest. Kate's tongues swirl around her clit then licked up and down the entire length of Beth's cunt lips. Kate would occasionally tongue-fuck Beth's cunt eliciting moans from Beth. The last moan, Desiree raised her mouth from Beth's tit and warned that she would have to "gag" Beth if she was not quite.

Beth felt sweat beading on her forehead as the two young women continued attending to her tits and cunt. Kate was using her tongue with such skill that Beth's cunt was gushing. While Beth was fighting the excitement Kate was so easily producing, Desiree was showing equal skill in manipulating Beth's breast.

Beth's breasts were swollen from excitement and each touch, tweak, or pull on her nipples by Desiree sent shocks through her body. She was starting to get louder and Desiree looked knowing at Kate. Kate increased her attention to Beth's clit and Desiree quickly covered Beth's mouth with hers.

"Ah ahhh, mmmmm," Beth's scream was covered by Desiree's mouth.

Beth rocked her hips back and forth pushing her cunt into Kate's tongue as an orgasm of unbelievable power shot through Beth's body. Desiree hugged Beth tightly and Kate did not let up on Beth's clit. She was trembling as the orgasm went on and on. She thought she was going to go crazy if Kate did not stop. She began rocking her hips and tried to move her cunt from Kate's tantalizing tongue.

It was too late, Beth's orgasm increased in intensity making the one she experienced with Clark the night before look like pre-orgasm. Desiree kept Beth's mouth covered and finally Kate stopped, stood up and kissed Beth's neck.

Beth's body was covered in sweat and there were drips of female cum on the floor of the dressing room. Beth's legs were wobbly as Desiree released her. Beth watched as Kate and Desiree kissed each other very passionately and then turned to dress.

Beth was in shock and just stood, frozen on weak legs, as Desiree and Kate dressed. Finally dressed, Desiree turned to Beth who stood, still naked, not speaking.

"Are you alright?" Desiree asked then laughed, "Beth, you need to get dressed. Kate, help her."

Kate helped Beth put her pants and sweater on. Finally Beth spoke in almost a monotone.

"Wait, my bra and panties," Beth said.

"You don't need them," Desiree responded.

"Yeah, and we need to get rid of that bush too," Kate added and helped Beth pull her pants over her hips without panties.

Dressed, Beth looked in the mirror. If a person looked closely they could tell Beth was braless. Desiree led Beth from the dressing room. From the corner of her eye, Beth saw Kate throw Beth's bra and panties into the garbage. Beth allowed Desiree to put her in the passage seat and Desiree drove. Kate leaned over from the back seat and put her hand on Beth's shoulder.

"Are you okay?" Kate asked, "we had a great time."

Beth looked at Kate and responded, "I'm great, just great, that was fantastic."

Beth did not say another word all the way home. Desiree and Kate were worried until they arrived home. Desiree lean over to kiss Beth and when Beth returned the kiss, the two women knew everything was going to be great.

The remainder of the evening Beth was full of energy, laughing and playful. Clark assumed it was because of the great sex from last night. Clark's attention was back on Desiree and Kate during the evening, but Beth did not care.

The next morning after the kids were off to school and Clark left for work, Beth went upstairs to shower before Desiree and Kate woke. Beth enjoyed the hot shower. She dried, wrapped at towel around her and exited the bathroom and was a little startled to see Desiree and Kate standing there naked waiting for her. Desiree walked up to Beth and kissed her deeply on the lips and pulled the towel from Beth's body.

"It's our turn," Desiree whispered.

Beth did not understand but allowed Desiree to lead her to the bed. Desiree and Kate helped Beth kiss them and Kate directed Beth's head down to Desiree's neck and shoulders. Beth understood now what they wanted and started to kiss Desiree with more purpose.

Beth felt Kate kissing the back of her neck as Beth finally reached Desiree breast and mimicked what Desiree done to her the day before. Beth felt a sense of pride when she heard Desiree moan and push Beth's head to the other breasts. Kate left the room and returned as Desiree lay on her back and tried to push Beth's head down below her stomach.

"Wait, we need to get rid of that bush," Kate reminded Desiree.

Beth allowed the two women to lead her into the bathroom. Desiree lathered Beth's cunt with soap and Kate took a razor and with ease shaved Beth bald. Then Desiree told Beth to bend over and place her hands flat on the floor while spreading her legs. Beth completely trusted the two women now and readily complied. Desiree then pulled Beth's asscheeks apart exposing her tight anal sphincter.

Beth jumped when she felt Kate's hand spreading lather on her anal sphincter and down between her asscheeks. Kate quickly shaved all the hair from Beth's ass. The women rinsed and dried her letting their fingers play with Beth's clit to the point was almost was cumming again. They led her back to the bedroom where Desiree again laid on her back and encouraged Beth to kneel between her legs.

Beth eagerly started kissing and sucking Desiree's breasts. She forgot about Kate and looked around to find her. In the mirror she saw herself kneeling on her knees, ass sticking in the air between Desiree lewdly splayed legs. Beth saw Kate on the other side of the room fumbling with something.

Desiree grabbing Beth's hair and trying to force her head down below her waist. Beth resisted and tried to go back to Desiree's breasts. Desiree pushed harder and Beth realized that Desiree wanted her to perform oral sex. She was not sure and started to say something to resist when she felt the sting of a hand on her ass.

"Lick her, you selfish bitch," Beth heard Kate yell and then another slap to Beth's ass.

"Ow, don't do that," Beth protested and tried to pull away.

Desiree pulled Beth head down and held wrapped her legs around Beth's back. Beth tried to struggle and felt Kate slap her ass again. Her ass was hurting but Kate continued to spank her. Beth twisted and turned trying to free herself from Desiree's grip. The girls were laughing, but Beth was panicking. Kate quickened the speed of her spanking Beth's ass turning it a bright red. She felt a strange sensation down in her loins as the spanking continued.

To Beth's shock she was starting to enjoy the spankings and felt an orgasm building. Desiree could tell that Beth was getting close also and released her legs. Beth quit struggling and wiggled her ass in response to Kate's blows. Desiree pushed Beth face into her cunt.

Beth could smell the musty odor of a woman's cunt, sexually wet and excited. She slowly stuck her tongue out and felt the soft, wet flesh of Desiree's cunt. Beth moved her tongue upward and felt a hard, fleshy nub. She was cumming and did not realize the spankings were no longer continued. As her orgasm continued she moaned and sucked Desiree's clit into her mouth and sucked slowly imitating what she enjoyed Clark doing to her clit.

Kate adjusted the dildo she was wearing inserting the rod on the inside into her own cunt. Satisfied that the double dildo was securely imbedded in her cunt, Kate knelt behind Beth's quivering ass. Kate would see the female cum dripping from Beth's cunt as she lined up the tip of the ten inch rubber dick with Beth opening. Beth pulled and lapped at Desiree clit and then felt her cunt being penetrated.

"Ahhhh, ohhhhh, that feels so good," Beth responded as Kate easily slid all ten inches into Beth's cunt.

Beth increased her attention to Desiree's clit listening to Desiree moan and feeling her pushing her hips upward. Beth began moving her ass back and forth to meet the trust from Kate's rubber dick. Kate lean forward and rubbed her tits back and forth on Beth's back as she fucked Beth's cunt with slow, long strokes. Each downward stroke into Beth's cunt produced a deep stroke into Kate's cunt from the alternate rubber dick. The three women were lost in fucking, licking, and lapping at each other.

Desiree was the first to cum announcing it to the other two women.

"Oh god, Beth, lick me faster, stick your tongue in my cunt, please, ohhhhh, I'm cumming, ohhhh," Desiree screamed.

Beth felt the splash of female cum hit her face and licked it off enjoying the taste. Beth furiously sucked and bit Desiree's clit while she slammed her hips back against Kate. Kate and Beth were in a rhythm fucking each other that produced indescribable feelings.

Shortly after Desiree exploded, Beth bit down on Desiree's clit as she experienced her orgasm. Kate immediately followed and thrust harder and deeper into Beth's cunt. Beth shook her head from side to side and pleaded with Kate to stop. Kate's arms were wrapped around Beth and her hands were milking Beth's tits.

Beth burst with another orgasm, the first multiple orgasm of her life. Kate pulled the dildo from Beth's cunt and collapsed beside Desiree. Beth lay between the two girls, barely conscious, ragged breathing, and completely content.

Beth woke after noon and found her bed empty. She called out to Kate and Desiree and heard nothing. Beth walked carefully to the bathroom and quickly showered. She pulled on a robe and went to the two girls' bedroom. There Beth found a note and a wrapped gift with her name. Beth read the note.

"Beth, we enjoyed our visit immensely but have to be on our way. Thanks for everything and we will see you in a few months. Enjoy the gift.

The girls both signed it "Love, Desiree and Kate."

Beth sighed and took the gift back to her room.

It had been almost two weeks since Desiree and Kate visited. As Clark left for work he asked Beth what she planned for the day.

"Shopping," Beth said in a daydream.

Beth arrived at the shop where she, Desiree, and Kate "tried" on clothes before. Again, the clothes were too young for Beth, but she found a short, skirt and went to try it on. Beth removed her skirt feeling the cool air on her bare cunt.

The girls were right, Clark loved her shaved cunt and sex was so much better. Beth spread her legs and opened her purse removing Desiree and Kate's gift. Beth closed her eyes and slowly inserted the eight-inch dildo into her cunt. Beth fucked herself with one hand and used her other hand to pinch her nipples. As the orgasm began to build, Beth never thought she would have so much fun in a dressing room.