“What are you doing?” Doc whispered. 

“What does it feel like I’m doing?” Carrie unzipped his jeans and slid a hand inside. She couldn’t resist him so close, feeling him long and lean against her. 

“Carrie,” he warned, glancing over at Maureen. She was curled up beside them, snoring, oblivious. 

“Shhh,” she whispered, feeling him getting hard in her hand. “Let me jerk you off. It will make me happy.”

He chuckled. “Hard to say no to that.” 

So they fumbled in the darkness, undressing each other, groping until they were both breathless and wanting more. 

“God, I want to fuck you,” he whispered as she straddled him, his cock like steel as she pressed it against his belly with the wetness of her cunt. 

“No,” she murmured, sliding her hips forward, back, slipping his cock up and down her slit. “Like this.”

He groaned, holding her hips, letting her rub against him. It was so good it made her head spin. She could feel every vein in his cock as she rode those ridges, up and down, back and forth, wetting his crotch with her juices. When he pulled her to him and took a nipple into his mouth, she moaned and arched, making him urge her quiet, “Shhh!” 

But Maureen was still sleeping it off, and neither of them wanted to, or could, stop. 

“Please,” she begged him, rolling, grinding. “Oh Doc, you make me feel so good.” 

He gave a soft grunt as she centered her clit right against the head of his cock, making fast circles, and she knew he was close, his breath coming fast, his fingers digging into her hips. 

“Come with me,” she insisted throatily, burying her face against his neck. “Now… oh god yes, now, now!” 

She felt the fiery hot gush of his cum against her clit, sending her immediately over the edge, falling into bliss, meeting him with every delicious, trembling thrust as she thrashed on top of him and he tried, unsuccessfully, to keep her still. 

Finally she rested her cheek against his chest, still straddling him, and murmured, “Now I can sleep.”

He laughed silently, kissing her forehead. “Goodnight.” 

That was all she remembered until Maureen was slipping into bed again, hair still wet from a shower, sandwiching Carrie between her and Doc in the little bed. She’d left the bathroom door open, the light on, but it was still dark outside and dim in the room. 

"Mo?” Carrie murmured, feeling Maureen’s body against hers, fully nude, little breasts pressed into her back, nipples hard, probably from cold. 

“I’m sorry,” Maureen whispered, kissing Carrie’s cheek in the darkness. “I was an idiot. A very drunk idiot.” 

“S’okay.” Carrie snuggled back against her friend, feeling Doc beside her on the other side, his breathing deep and even.

“So looks like you brought a friend home.” Maureen kissed Carrie’s shoulder, her little tongue teasing a little. “Want to share?”

“Oh… yeah…” Carrie flushed and was glad for the darkness. “Doc helped me carry you home.”

“Sorry about that.” Maureen sighed. “Maybe I should make it up to him.”

Carrie felt Doc go rigid beside her, his breath catching, and it took her a moment to realize that Maureen had reached across her to touch him. 

“What do you say?” Maureen’s mouth moved over Carrie’s ear to her chin, her little tongue seeking entrance to a kiss. Carrie hesitated at first, but the weight of Maureen’s body, the press of her breasts, the heat of her pussy as she straddled Carrie’s thigh, made her give in. She could never say no to Maureen. 

“Oh god,” Doc whispered in the darkness, and Carrie reached down to feel Maureen’s hand moving over his shaft. He was half-hard and quickly moving toward fully erect. “Carrie.” He gulped. “Are you… is this…?”

“Yes.” Carrie joined Maureen, their soft hands groping and tugging at his dick. He groaned as Maureen threw off the covers and settled herself between his thighs, tonguing his balls as Carrie slid her hand up and down his shaft. 

“I like this,” Maureen giggled, her tongue sliding up to meet Carrie’s and they kissed deeply over the head of his cock. Carrie felt his hand in her hair. “Sit on his face. I want to fuck him.” 

Doc helped her, moving her thighs so she was straddling his face and Maureen settled herself in his lap. Carrie saw her reaching down, grabbing his cock and stroking it against her pussy. 

“Let me.” Carrie took him in her hand, guiding, aiming him. He gasped when she parted Maureen’s swollen lips with his cock and put the head right at the entrance of her pussy. Maureen leaned over and kissed her friend as she slid down his length, moaning softly and rocking on him. “Does it feel good?” Carrie asked, wrapping her arms around Maureen, their breasts pressed together, nipples kissing. 

“Oh god yes.” Maureen began to fuck him, slow at first, using his cock for her own pleasure. Carrie felt the pleasure of it in his mouth as he licked and sucked at her pussy. He was trying hard not to get distracted by Maureen, but he was failing miserably. 

“Do you like his tongue in your cunt?” Maureen’s breath was hot in her ear, panting. 

“Yes,” Carrie agreed, working her little clit against it, making circles with her hips. 

“More than mine?” Maureen smiled, reaching down with one hand to spread Carrie’s pussy for his mouth. “She’s got a gorgeous pussy, doesn’t she, Doc?”

“Mmmm!” That’s all he managed. 

“I know, she tastes so fucking good.” Maureen lifted her fingers to her tongue, sucking Carrie’s juices and then hooking her fingers in Carrie’s mouth, making her taste herself. “I love licking her until she comes for me.”

Carrie moaned softly, moving her hips even faster. 

“Come on, big boy, help me get her off.” Maureen slid Doc out of her pussy and Carrie heard him groan softly. Then Maureen pressed Carrie into the pillows, settling herself between her thighs. Doc joined her and both of them began to kiss and lick her mound. She couldn’t tell where one began and the other ended. A tongue lashed at her clit, another probed her hole, fingers spread her wide, oh god, there was even something—a finger? a tongue?—pressed against the pucker of her ass. 

She whimpered, one hand fisting Doc’s dark curls, the other tangled in Maureen’s long hair as they worked together to make her come. Carrie tried to resist, wanting it to last, wanting it to go on forever, but there was no holding back. Maureen’s fingers curled inside of her, Doc’s tongue flicked at her clit, and she was lost, her belly clenching and then releasing, giving them her orgasm, the very thing they wanted. 

“Good girl.” Maureen kissed her trembling thighs, her belly, and Doc trailed after her, both of them settling, one on each side of her. 

“She’s right,” Doc agreed, burying his face against Carrie’s neck. “You taste fantastic. “

“Do you want his cock, baby?” Maureen already had her hand on it, stroking him against Carrie’s hip. He was harder than she’d ever felt him before. “Do you want him to fuck you?”

“Mo,” she whimpered, turning to hide her face against her friend’s breasts. “Don’t.” 

“She hasn’t been fucked by a cock in…” Maureen grinned over at Doc. “Three years?” Carrie sighed, closing her eyes, and Maureen laughed. “Fine, I’m going to have to keep him all to myself then… while you watch.”

“Come on, Doc.” Maureen got up on her hands and knees, situating herself so that her mouth was over Carrie’s pussy, and vice versa, giving herself a playful slap on her own ass. “It’s all yours. Wanna go for a ride?” 

Doc leaned in to whisper, “Are you okay?” in Carrie’s ear. 

What could she say? Maureen wanted what she wanted—and she always got what she wanted.

“It’s okay.” Carrie nodded. “I want to see you fuck her.” 

Oh god, it was true. She did want to see him fuck her. What was wrong with her? 

Doc moved behind Maureen and Carrie had a clear view, even in the dimness, of his cock hard in his hand as he pressed it against the wet stretch of Maureen’s pussy. Carrie reached up and spread Maureen’s swollen lips, making her gasp.

“Do it,” Carrie whispered, biting her lip when Maureen’s mouth fastened gently over Carrie’s aching mound. “Fuck her, Doc. I want to see you fuck her.”

He took a shuddering breath as he slipped the head of his dick into her, just the tip, hesitating, maybe just savoring the feeling. Maureen moaned and rocked back, moving her hips, taking him into her further. 

“Christ, that’s good.” Doc’s hands moved to her hips, caressing her ass as she arched, giving him an even deeper angle. “Oh god…” Carrie cupped his balls, her fingernails lightly grazing them as he began to thrust, loving the weight of them in her hands. 

“Ohhhh yes, Mo.” Carrie lifted her hips as Maureen’s tongue began to work its incredible magic. “Lick it. Oh fuck, I love your mouth on me.” 

Somehow she knew Doc wasn’t going to last long—being with two women at once had to be pushing him to the limits. He was fucking her valiantly, and Maureen was loving it—Carrie could tell by the way she was grinding her hips back—but he couldn’t keep up that pace for long. Carrie’s fingers spread Maureen wider, her thumb focusing on her clit, giving her a little more incentive. She was sopping wet, her juices flowing heavy and strong—Carrie could smell her musky scent.

“Oh wait,” Doc groaned, slowing. “Oh fuck. Wait.” 

But Maureen wasn’t waiting. She was fucking him back, fast and furious, her pussy quivering and ready to come. Carrie nudged her over, using her thumb as leverage, seeing Maureen’s flat, muscled belly clench and release, knowing her pussy was milking Doc’s cock. 

“Oh damnit, I can’t stop—” Doc moaned, and Carrie grabbed his cock, sliding it quickly out of Maureen’s cunt. The first blast of his cum landed there on the hot pink flesh of her pussy and began to drip down toward Carrie’s waiting mouth, but she didn’t want to wait. Instead, she covered the head of Doc’s dick with her mouth and sucked, feeling the next wave of his orgasm exploding against her tongue, her thumb never moving from Maureen’s quivering clit. 

“Naughty girl,” Maureen gasped, turning around and grasping Doc’s cock, her hand over Carrie’s. “Taking all that cum.” Then Maureen kissed her, her tongue searching and finding the residue in her mouth, the last blast of the white stuff slipping between their lips, wetting their kiss. 

“You’re bad, Mo,” Carrie whispered as Maureen giggled and settled on one side of Carrie, Doc on the other, pulling the covers over them.

“Sinner extraordinaire. Going straight to hell,” Maureen agreed sleepily, snuggling close. “That’s me.”

---

“Open up, Carrie!” The pounding on the door jolted the three of them awake far too soon after they’d all drifted off. “I know she’s in there! Maureen! Open this door!”

“James,” Maureen mumbled, rolling out of bed to the floor with a low groan. 

“You better get it before someone calls the front desk.” Doc nudged Carrie, who was already rubbing her eyes and fumbling her way out of the morass of covers. 

“Maureen, do you want to see him?” Carrie’s voice was hoarse and tired as she looked at her friend, now crawling her way toward the bathroom.

“Five minutes,” Maureen croaked. “Tell him I’ll be out in five minutes.”

Carrie unlocked the deadbolt but left the chain on. “What can I do for you, James?”

“Get her,” was all he said, his mouth barely moving with the words. 

“She’ll be out in five minutes.” Carrie shut the door, leaning against it and waiting for him to pound on it again, but he didn’t. She could hear a flurry of activity in the bathroom, accompanied by an occasional soft moan of pain. She had no doubt Maureen was at least severely hungover, if not still actually somewhat drunk.

“You okay?” Carrie knocked softly on the bathroom door. 

“Fine!” Maureen called, loud and overly cheerful. She opened the bathroom door, upright this time, and looked fairly good for rolling out of bed just a few moments before, although the Jovan Musk she’d sprayed only served to cover the smell of tequila underneath, in spite of her late night shower.

“Are you sure you want to go?” Carrie searched her friend’s eyes and tried to hug her, but Maureen shrugged her off. 

“I have to.” She found her shoes next to the bed, slipping them on. “I’ll call you later, okay?”

Carrie nodded, sitting on the edge of the bed where Doc was half-up on his elbow, just watching. 

“Maureen!” James’ voice vibrated through the door. 

“Gotta go!” Maureen whispered, leaning over and kissing Carrie on the cheek, giving her a quick squeeze. “Love you!”

“Love you, too,” Carrie murmured as she watched her friend sail out the door. 

“Hey now…” Doc moved behind Carrie as her shoulders sagged. She was fighting tears—but she didn’t want to cry in front of him. In front of anyone. “Are you okay?”

“I’m going to lose her.” Her voice came out strangled, choked with the emotion she was trying to hold back.

He slipped his arms around her waist. “She’s not much of a friend if she lets some guy come between you.”

“She’s…” Carrie sighed, letting herself lean back against him. “She’s not just a friend.”

“Yeah, I gathered that.” He gently kissed her neck. “And James is obviously not okay with your… relationship.”

She looked over her shoulder at him and smiled wryly. “He doesn’t share well with others.”

“Come on.” Doc stood, holding out his hand. “I know something that will cheer you up.”

“I doubt it.”

“Trust me.” He caught her hand, pulling her up. “What do you have to lose?”

Everything, she thought, but she followed him anyway.