She's thirty minutes late and there's no indication that she'll come

You pace inside your plain motel room at Riverside Motel, deeply worried about what's to come. If Helen didn't show up tonight, then presumably Ted called your bluff and you probably won't have a job come tomorrow morning. Once more, you take a look outside the window that looks out over the motel parking lot and see the exact same scene you saw before. You grunt disappointment, realizing that you don't even know what car Helen drives, so you don't know what to look for. Turning back to the room, you survey it. To be honest, it is not nearly as shoddy as you expected it to be. While it's certainly no honeymoon suite, it appears like every other national chain motel room you've ever stayed in: boring looking with muted colors.

The rest of your day after work was remarkably normal given the circumstances. You went directly to Carrie's apartment once again, and Carrie and you ordered some takeout before driving over to the motel for the main event.

"Relax, babe," Carrie soothes, futilely attempting to calm you down. "Helen will show up."

"How do you know?" you ask, utterly confused as to how your girlfriend remains so confident about the events transpiring later tonight. Deciding to fully articulate your thoughts you continue, "I just don't get how you can be so certain all of the time."

"Because," Carrie says, rising from the bed where she had been sitting down. "I believe in you. I believe in myself. And most importantly, I believe in us, as a team. When we work together, we can accomplish anything. I know from my meeting with Helen earlier today that she is very worried about her husband finding out about her hidden past. And I completely trust your judgment on your boss, Ted. He is greedy enough to sacrifice his wife for a few extra bucks. And when Helen realizes the depths that her husband will sink to for that money, she'll realize that there is no way that he can find out about her debt. So she'll come here tonight. That is how I know."

You smile at Carrie, and take a gander at what she wore for tonight. Unlike your last threesome with Natalie where Carrie wore a little black dress that showed off her skin, this time she is wearing a stylish set of black blouse and blue jeans, which seems almost prudish in comparison. Of course, being the utter sexpot that Carrie is, she still looks fantastic with her perky breasts peaking out her cleavage. In addition, the blue jeans she's wearing were designed for looks rather than comfort, hugging the plentiful curves of her ass. Carrie is also wearing a set of heeled leather boots, which gives her enough extra height to bring her up to your eye level.

"You're right, as always Carrie," you proclaim, walking up to her and kissing her deeply as you rest your hands on her tight butt. "I don't know what I'd do without you."

"Probably give some other slut addicted to your fat cock. I'm just glad that I'm that one that gets first dibs and doles it out to the hottest married women in our life."

"Of course. Our first step was Natalie. Our second step, hopefully, will be Helen. I can't wait to see who you have planned for us down the road."

A loud and jittery knock on the motel room door disrupts your conversation. "Speak of the devil," Carrie says, a smirk of 'I-told-you-so' in her expression. Carrie moves over towards the door while you're left standing there. Opening the plain wooden door, your eyes set upon Helen, wife of Ted and soon to be 3rd woman that you've slept with since the start of your relationship with Carrie.

To be honest, Helen hasn't exactly dressed to impress you. She's wearing a baggy beige sweater on top, presumably for the nighttime chill and it makes a very good effort at suppressing what you know are sizable tits. On bottom she's wearing a pair of raggedy blue jeans that look well worn. It seems to you that she's dressed up more to clean out her attic than participate in a threesome.

"Hello Holly," Carrie greets, staring down the victim of the victim of your machinations. Helen gives a faint shudder when she hears her real name, but quickly gets over it as she brushes Carrie to enter the room proper.

"Well, I'm here," Helen says, mouth set in a tight frown. "Let's get this over with." Ignoring the two of you, she walks over to the bed and begins to take her shoes, a sensible and unsexy pair of flats, off.

Before you can voice your displeasure at her frigid demeanor, Carrie is already on this case, saying coldly, "Come on now, don't be a spoilsport. It goes without saying that if your unenthusiastic behavior ruins the night, our deal will be null and void."

Helen scoffs at that, but she still stands back up, announcing, "I'm going to powder my nose. I'll be right back." She heads to the bathroom, and the instant the door shuts behind her, Carrie moves into close to you, intending on talking a whisper.

"Unfortunately, this isn't going to be a very good experience for any of us if she's this shut off from us."

"I know," you reply back, keeping your voice quiet as well. "But I can't really blame her. We aren't exactly giving her a wealth of good options."

"I agree. Which is why I want you to focus on talking and getting to know her. The sooner that you can break the ice, the sooner you can pound her tight cunt and ruin her for all other men."

"And what are you going to do?" you ask, noting that Carrie did not mention herself in her impromptu plan.

"I'm going to do what I always do: please my man. Only this time I'll only be giving you half my attention. I'll also be focused on pleasing our bedroom guest."

"Sounds like a plan. As long as you're sure," you ask, looking deep into Carrie's warm brown eyes. In response, she nods seriously, and before you can talk anymore you hear the bathroom door open. Turning to greet Helen, you're instead gob smacked by a stunning sight.

During the last couple of minutes, Helen shed her frumpy outerwear revealing a surprisingly sexy set of lingerie. Up top is a blood red push up bra, causing her E-cup breasts to look absolutely obscene on her slim frame. Her lower half is a little more complicated, with a full black garter belt and stocking combination. All that's left on her body is a low waisted brief , identical in color to the bra.

While you're staring, and hopefully not drooling, Carrie takes the initiative, "Helen, you look much better, come sit down on the bed with John." You follow her directive, sitting down at the edge of the bed and holding your hand out to Helen. She inclines her head, and takes your hand while sitting down to your right. She lets go of your grip, settling in on a spot about a foot away from you.

"So, Helen..." you trail off, feeling a bit awkward. Last time with Natalie, she was clearly hot to trot and because this situation is so dramatically different, you're not confident about the best way to proceed. "Are you from around the area?"

Helen's piercing blue eyes tighten at your question, but she sighs as she answers, "Nope. I'm from the other side of the country. I wanted to get far away from my family, for obvious reasons."

"Well, that make sense I suppose," you reply thinking. "I do have to ask though: why didn't you file charges against your parents? That would have fixed your credit and you wouldn't have had to change your name to avoid debt collectors."

"That is true but..." Helen says, taking a pause to collect her thoughts. "I didn't want my parents to be in jail for years. Especially when it could solved without too much trouble. I just never thought that anyone would look too closely into my past, at least until you two started digging."

"Yeah, sorry about that," you apologize, catching your girlfriend in the periphery of your vision stripping herself, starting with her blouse and bra.

"It's fine," Helen replies, giving you a warm and dazzling smile. "It's not the first time I've used my body to get what I need."

"Hmm..." you say, leaning in to Helen. "Let us see if we can change that. You should your body for what you want rather than what you need." You gently place your hand on her cheek and brush your lips against hers. Because she hasn't yet pulled away, you take that as a green light to continue and soon you're kissing like teenagers.

You feel someone place a hand on your lap, then it slowly climbs up towards your zipper. Figuring it is Carrie, you take your spare hand and unbutton yourself and raise your butt a smidge, then Carrie finishes the job by sliding your jeans and underwear down.

You then confirm that the mystery hand is Carrie, as the familiarity of her hand is unmistakable as she slowly strokes you up and down, focused more on warming you up rather than getting you off. As you continue to make out with Helen, she suddenly pulls back and moans. Your vision no longer obscured, you see that Carrie has moved onto Helen, lustfully trying to take off her underwear with one hand. Helen quickly obliges Carrie, removing her panties and revealing her pussy, adorned by a thin blonde landing strip. Your girlfriend dives in with no hesitation, eager to get a taste of your newest sexual partner.

"Oh fuck, she's good at that," Helen exclaims, leaning her head back in ecstasy as Carrie's to please her. But before she can espouse any more praises for Carrie, you slip back in with another kiss. This continues for a couple of minutes before Helen pulls back once more. "I'm going to cum," she ekes out.

"Good," you murmur, while Carrie patiently and steadily continues what she's doing.

"Fuck. Fuck. FUCK YES!" she screams, and you get the feeling that her cries easily penetrate the inadequate walls of the motel room. Carrie withdraws from Helen's cunt, and as Helen moves to thank Carrie, saying, "Wow. Tha-" Carrie rises to her feet, pulls Helen up with her, and interrupts her with a kiss.

For a moment you admire the Sapphic display while taking off your shirt and socks, noting to yourself that the sight of a mostly nude Carrie making out with another beautiful woman arouses you immensely. Curiously enough, the only thing she's still wearing are her knee-high heeled boots and it's surprisingly hot, and certainly not the first wardrobe choice that Carrie has introduced to you that you love. Just as quickly as it began, Carrie ends the kiss pulling back and heading back to Helen's pussy. Seeing what she's doing, Helen speaks up, holding up her hands in an effort to stop Carrie.

"Woah, woah, woah. Hold up there, cowgirl. I'm way too sensitive right now for you to go down on me again this soon. Maybe," she says as she looks away, blushing. "I could reciprocate?"

"Of course," Carrie says, smiling. "But who do you want to please? Me and my tight wet pussy?" she asks, slipping two fingers inside for a moment, "Or John and his thick, hard cock?" Hearing your name called, your flex your penis causing to bob up and down as well as captivating Helen's bright blue eyes for a moment.

"Yes, Helen. Who do you want to please?" you ask your sexual guest as you walk up close to her, your erect dick making contact with her stomach and smearing the slightest bit of precum on her. Your eyes shoot to Carrie to give her a look, and as if by telepathic communication she knows what you want. She maneuvers herself to be behind Helen, where she unsnaps her crimson bra. Mesmerized by the sexual frenzy that Carrie always gives off, Helen silently shrugs out of her bra, releasing her glorious tits for you to see. Unable to resist Helen's fantastic breasts, you bring your hands up to them and caress them, opting to be gentle rather than rough until you can determine which style she prefers. Helen slowly snakes a hand towards your cock and she lightly grazes it, but she doesn't shift it or break contact.

"I don't know," she finally utters, looking up at you with those big doe eyes. "Would you please tell me what to do? " Helen moans as Carrie closes in behind her, leaning down to pepper her neck with kisses.

Knowing that Carrie prefers when you take control of the situation, you ask a question in return, "Helen, have you ever gone down on a woman before?" She just shakes her head no and you continue on, "Well, we need to rectify that. A woman like you is too beautiful to waste on only men."

"It's true Helen," Carrie adds as she pulls off and lies down on the queen-sized bed. Captivated, Helen's gaze follows Carrie and her tight body, taking note of her womanhood. "You never know when you'll need to go down on a lesbian police officer to get out a ticket, and from personal experience I know that it helps to be prepared for a situation like that."

Your eyebrows raise at that bit of information, as Carrie has not told you that story up to this point. You gently push Helen, and as if possessed by a ghost, she slowly walks to the bed and lies down on her stomach between Carrie's legs, only a foot away for Carrie's snatch. With Helen still wearing her garter belt and stockings and Carrie in her boots, you're the only one here fully naked but you're certainly fine with that as their clothes accentuate their nudity and makes them look even hotter.

You follow the two the bed, unable to resist copping a feel of Helen's ass as you make your way to the headboard where Carrie's head is. You sit down next your her, and Carrie swiftly brings her hand to your crotch to give it light strokes, the kind where you'll stay hard but never cum.

"Now," Carrie says calmly, epitomizing like the hot teacher that every boy going through puberty has fantasized about. "I'm a little different that most girls in a couple ways, including the fact that generally I'm easy to make orgasm. That combined with the fact that we're in a situation like now where I'm hot to trot will expedite the process. But first things first, you want get between my legs and kiss the insides of my thighs and outer lips of my vagina." Helen quickly complies and gently gets to work, utterly entranced by Carrie's opening.

"Next, you'll want to start working the clit into your ministrations. But don't necessarily go all out immediately, as you want to arouse your woman into a crescendo of pleasure and not go for the proverbial kill without working your way there." In response, Helen complies like a dutiful student, not wanting to appear as if she was slacking.

"And my final step for you is to start hitting multiple spots at once. As you know, a woman has many pleasure zones on her body, whether it be your anus, labia, clitoris, g-spot, or somewhere else. You're going to want to you use your hands to add to the experience, going for two different zones at once in a nice steady rhythm. And if you're feeling particularly naughty, you can go for three."

"Carrie herself," you helpfully add, "Particularly loves it when she gets two fingers curled up and rubbing her g-spot while you subject her clit to a tongue barrage."

Helen tentatively follows Carrie's directions, inserting her fingers inside of Carrie and getting to work. In less than a minute Carrie is moaning out in a minor orgasm, and Helen pulls back, pride infusing her cheeks.

"Good job, Helen. Did you like it?" Helen just nods in response, clearly still a little embarrassed by how enthusiastically she got into it. "Well, don't consider yourself a prodigy just yet. As I said before, I generally cum very easily and when I'm between another woman and man I have an even shorter fuse. So get back to work while I work on the one thing in this room that is tastier than your sweet cunt."

Hearing your cue, you reposition yourself so that you straddle Carrie's head while facing Helen as she leans back. Opening her mouth, you carefully slide your dick inside as she stretches wide to accept your considerable thickness. Being in a position that makes movement difficult for Carrie puts you in the driver seat, so you rock your cock back and forth slowly, allowing your girlfriend to adjust as painlessly as possible. Carrie hums excitedly as she crosses the halfway point of accepting your dick, and you're aren't entirely sure if it's because of you or Helen's rapidly improving cunnilingus.

Speaking of Helen, you turn your gaze up and look at her, or more specifically, the top of her head as she's intensely focused on making Carrie cum again. You smile and idly reach down to pinch Carrie's nipple which elicits another moan of pleasure.

It is slow progress, but eventually you manage to cram every inch of your cock down Carrie's gullet. It causes her throat bulge obscenely, and you can't resist bringing a hand down to her neck and gently fondling it, curious to see if you can feel your penis through her throat.

"Wow," you hear, and you see Helen looking up from her duties to stare at the oral sex that you're receiving. "That's impressive."

"Yes she is," you reply. Your compliment doesn't go unnoticed as Carrie hums again. Beginning to pull out and thrust back in slowly, you grope her tits, but this time much harder, knowing that Carrie gets off on when you are aggressive and rough with her. "Certainly the most sexually skilled woman that I've ever had the fortune to sleep with. These last three months that we've spent together have been among the best of my life, and I hope that continues for a long time." In response, Carrie acts appreciatively by patting your groping hands.

"I've had so many firsts with her," you continue. Glancing at your cock disappearing down Carrie's gullet you add, "She was the first woman able to deep throat me. As well as the first girl with big enough tits for a boob job. And just last week, when I mentioned that I wanted to have a threesome with a married woman she knew the perfect candidate and had her in our bed the very next night." Helen has stopped pleasing using her tongue to please Carrie, relying on digital means only. She's enraptured by your speech, clearly curious as to how Carrie lives her life.

"And so, when after my first threesome last week, Carrie told me to pick another married woman from my life. That day I had to decide, your husband was absolutely horrendous to me. And so when I wanted to get back at him, I knew the best way was through you."

Helen gasps in shock as to the underlying reason for the ****, and clearly she hadn't realized that you targeted her because of Ted. But you keep going, the momentum of your words preventing any chance of stopping. "So we targeted you, Helen. We hired a private investigator to look into you and your husband," you state, neglecting the fact that said private investigator was on retainer for Carrie's family, "and they found a lot of information. Such as your original name and your debt. But we also found something about Ted that you should know about."

"What is it?" Helen questions, as she prolongs her finger fucking of Carrie. Carrie is turned on and wet enough that Helen would have no trouble going fast, but due to your conversation she has slowed down.

"Ted is stealing money from his company," you answer, "by firing employees and siphoning portions of their severance pay from them."

"What?" Helen stutters out, shocked.

"It's true. And tomorrow morning I'm going to walk into our CEO's office and tell her all about it."

"Is...is that why he told me to go out tonight? Gave me a free pass to do whatever I want, and that my imagination was the limits?" Helen mumbles quietly to herself, struck by the implications.

"Of course not," you cut in, halting Helen's musings. "Ted sent you here to prevent me from sandbagging his bonus that he earns every year from cutting costs. From my estimation, it's worth a little over $100,000. So at the very least you know that Ted thinks highly of you as an escort."

By this point Helen has completely stopped fingering Carrie, and noting that she is receiving no more stimulation Carrie taps your thigh, signifying that you should remove your dick from her throat. You comply, though not without a tinge of regret as you were so close to cumming. But you had the feeling that what Carrie was about to say was very important, so after your dick is free and clear you help Carrie up to a sitting position.

"It's okay Helen," Carrie comforts, reaching out an arm and placing it on Helen's shoulder. "Nothing that we told wasn't already something you knew deep down, right?" Helen doesn't respond so Carrie gets even closer and envelops her into a tight hug. You shift down the bed to get closer to the two, and the sight of their breasts squished together causes your dick to ache at just how beautiful both of these bombshells are.

"But what you need to do now, my dear Helen, is focus on your future," Carrie states seriously and solemnly.

Helen nods in return, and looks towards the both of you, saying, "It's okay. And I knew that when I married Ted that he was a greedy son of a bitch looking for a trophy wife. I just assumed that if I held up my end of the bargain, he would as well. But if he would rather cuckold himself rather than lose a few dollars, then I should indulge him, shouldn't I?" Helen reaches out to Carrie and initiates a long kiss with her, while her right hand snakes towards yours. You accept it and soon she's dragging you in for a kiss as well.

After a few minutes of first base, Carrie pulls all of you apart, stating "Now, I believe only two of us have cum thus far. A situation that we need to resolve without further ado. Helen, would you like to get started?"

Helen nods lustfully, eager to get your cock in her mouth. You take this momentary to reposition yourself, leaning your back against the headboard and spreading your legs wide enough for Helen to fit between. Carrie, on the other hand, sits at your side, giving her easy access to kiss while keeping your dick in reach.

"Now Helen," Carrie inquires. "Unlike your inexperience with woman, I assume that you have given a blow job before, correct?" Helen nods with a look of exasperation in her face, as if she was insulted that Carrie thought she was that sexually naive. "Good. Have you ever sucked a cock as big as John's?"

"No, ma'am. I've had some of a similar length before but nothing compares to its fantastic girth. I'm not even close to getting my fingers to fully wrap around it," she exclaims, clearly looking forward to future events tonight.

"Wonderful. And now, for the first time, you will suck a cock that is truly worthy of your beauty, a cock that will stand at the forefront of your sexual desires for the rest of your days."

Helen takes that as a go ahead as she get to work, keen on pleasing your dick. She has to stretch her mouth wide, but soon she has your cock head in her mouth with her long tongue tickling your frenulum in a divinely delightful way. Her hands stay busy as well, with one stroking your cock up and down while the other massages your balls.

You and Carrie just stay silent for a couple as Helen gets into a groove, the only sounds in the room the loud noises of Helen's work. The combination of your loving girlfriend in your arms while another beautiful babe slobbers on your dick is better than you ever imagined.

"So," Carrie says, ending the silence. "How is she?"

"Very competent," you answer. "Though not nearly as good as you of course," you add hastily.

"Well, you have to forgive her. I had difficulty adjusting to the thickness of your cock when we first started dating." You don't remember it being exactly like that, the memory of the first time that Carrie blew you as vivid as if it happened yesterday. You were wrapping up your first date together and when you dropped her off back at her apartment, she mentioned that she was thirsty and asked you if you wanted to come up for a drink. On your way up she clarified the situation to you, mentioning that she didn't like to have sex with guys on the first date, and the minute you entered the confines of her apartment you quickly learned that rule either didn't apply to oral or you. She dropped to her knees to suck you off, and it was by far the best blow job you've ever had up to that point. And over the course of the last three months she had honed her skills from a expert to a master.

"Excellent choice, though," Carrie speaks, halting your reminiscing. "Extremely fuckable as well. The ability to **** her was a nice bonus too."

"Really?" you ask. "I thought it might have been needlessly risky."

"Nah, it just made it much hotter. We are going to have to mix it up for the next girl though. Two tanned medium height blondes with big fake tits in a row, I think you might be developing a type."

Before you can object to Carrie's insinuations that you have a type, Helen suddenly pulls off your cock, indignation in her voice as she argues, "Hey. My tits aren't fake, all right? Just because yours look like mosquito bites in comparison doesn't mean mine aren't real."

"Well," Carrie, "the best way to tell if a gal's breasts are enhanced or not is to feel them, so we should let John determine your authenticity."

At this point you've caught onto what Carrie is doing, so you play along, stating in the most authoritative manner you can, "That sounds acceptable, I will be the arbiter on whether or not you have had a boob job. And I'll use my dick to do so."

Helen complies quickly, repositioning herself so that your thick cock lines up with her cleavage. She starts the tit fuck, massaging her breasts around your dick while taking the opportunity to lick the head of your cock when it gets in range of her tongue.

"You've clearly done this before," Carrie says, impressed. Helen takes a moment to give a pointed look at Carrie before resuming while you lean back into the pillows and bask. Carrie snuggles up to the crook of your shoulder, and you gently kiss each other.

Alas, you are not superhuman, and Helen's expertise in tit fucking brings you to the precipice in no time. Pulling away from Carrie, you urgently moan out, "I'm gonna cum." Carrie pulls you back into a kiss, this time passionately while Helen milks your cock through your orgasm. You spurt so times, and the sexual euphoria permeating the room inhibits your ability to count just how many ropes you shot, but you were certain that it was in the double digits.

When Carrie finally pulls back you're able to see the damage you've inflicted upon Helen, with the underside of her chin drenched in your seed. It then dropped down onto her the upper slopes of her breasts as well, coating the majority of the real estate there.

Carrie shifts down the bed towards Helen, and you know what she's after. She take a finger and scoops up a dollop of cum and inserts it into Helen's mouth, who accepts it without complaint. Helen takes the hint and returns the favor, and over the course of five minutes your two sexual partners for the night trade your spunk back and forth until Helen is clean enough to pass a health inspection.

Having nothing to focus on anymore, both ladies look back at you and your wilting cock, hungrily. Clearly they want more.

A/N: Hello all. This chapter, as you can obviously tell, is the longest thus far in the story. I am curious as to your opinion on its length, and whether or not I should retain this method for the sex scenes. Let me know in the comments, and as always, I appreciate all the likes, comments, bookmarks, views, and follows that you give me.