Like any airplane seat, mine was designed for only one person but it somehow felt not bad at all to have Jenn on my lap and nuzzled up against me in the dark. I don’t think we could have sat like that for hours but for a few minutes or so it was nice and cozy and intimate in a way that I quite enjoyed and could tell she was happy with too. She just leaned her head on my chest and nuzzled in against my neck with one arm behind my head and other just resting on my chest. I could feel her heart beating against my chest and luxuriated in the in the smell of her hair and the feel of her against me. I was happy to just sit like that for while and could feel myself starting to nod off as we both relaxed into our state of post-Orgasm bliss. I was pretty zoned out and happy really and was not giving thought to much of anything other than how good I felt.

Jenn seemed to be pretty much in the same state of mind as she semi-snoozed against me. But after a minute or two, she checked her watch again and looked up at me with sort of a smirk on her face.

“We have to go in about ten minutes” she said to me as she looked up from her position on my chest.

“Jenn, you do remember we are on an airplane at the moment don’t you? And that we have at least five hours left in this damn flight? I mean c’mon, where exactly are we going to go?”

A low chuckle came from deep in her chest as she pulled back from me so she could look more directly into my face. At the same time the hand that had been resting on my chest slid down to my crotch and started lightly rubbing my exhausted cock. I had just cum twice in the last half hour and so was surprised to feel myself responding to her attention almost right away.

“I sure hope this beautiful cock of yours is not done for the night” she told me with a look of amusement on her face as she continued stroking me through my jeans. “We have some big plans for it still.”

“We?” I said to her in a questioning tone.

“Well, remember me telling you a few minutes ago about how I got down on my knees and licked Corey’s Pussy about an hour ago?”

“Yes, that story has stuck in my mind” I replied with a chuckle of my own. “In fact, I think I can even still smell her on you a bit” I told her with a teasing grin.

She ignored that last remark and took on a more serious expression. “After Corey came all over my face and was re-positioning her panties and her skirt she told me that always finds these super long flights super boring during the part where pretty much everyone is sleeping and she has nothing much to do. She said that she often tries to make the time go faster by slipping into a washroom and masturbating with a little dildo she brings with her.”

Jenn had started to really stroke my cock as told me all this and gave it a bit of a firm squeeze as she paused her story for a second before continuing.

” By now when she was telling me this I was standing up myself and she leaned past me to grab her purse and opened it up to pull out the dildo as though I would not have believed her which I found pretty funny. She told me how she liked to shove it into her Pussy with one hand and work her clit with the other and that on long flights like this 16-hour one she sometimes cums that way four or five times during the flight.”

All this was delivered in the most conversational tone imaginable as though Jenn was describing some movie she had seen or something. It was not the first time Jenn had talked about Sex related stuff in this way and I was getting used to it but it still kind of surprised me just the same. And hugely turned me on especially as she kept slowly stroking my cock while telling me all this.

“Corey told me that she loved Cumming in my mouth, that it felt just great and really helped her along. She said she also loved having your cock in her mouth a couple hours and ago and found the taste of your cum delicious even though she had to share some of it with me.” Jenn had a big smile on her face as she told me all this and her pressure on my cock continued to grow as she continued telling me about Corey.

” But now she had a bit of problem she said because having seen your cock, and having had me licking her Pussy, she was even hornier than normal and desperate to have something inside her. She told me that she would be fine with using her dildo again while she was on her mandated sleep break upstairs in the crew cabin but that she would really prefer to have you fuck her. She asked me if I would mind and said that she wouldn’t do it without me watching.”

I had pretty much some to the point in my short time with Jenn that I figured nothing she could say or do would really shock me as she was just so “out there”. But I was wrong abuot that as this one qualified as a full-on mega-shocker. As she continued to stroke my cock harder as she talked I could see that she had also started rubbing her tits on my chest and I could feel her nipples hardening through her shirt.

I had only met Jenn about 24 hours ago and had hugely enjoyed sucking and nuzzling her tits, bringing her to Orgasm by rubbing her clit as we flew along on the first leg of our journey and fucking her in the airline lounge Shower between flights. Cumming in our flight attendant Corey’s mouth a couple hours ago had been quite a surprise to put it mildly and then Cumming in Jenn’s mouth and then again on her tits in the last half hour had just felt so good.

But it was all quite a lot to take in and now the idea of adding to it all by fucking Corey seemed just too much to process. I was totally taken with Jenn and had already been letting my mind drift to the long-term with her even after only knowing her briefly. But I have to admit that as I thought of those deep brown luscious tits Corey had made a point of showing me earlier and Jenn’s earlier description of Corey’s partially shaven Pussy, I could not help but think about Corey naked and wanting me to fuck her.

With all that going through my head at once, the most I could muster as Jenn waited for me to respond was to grunt out a “so what did you say to her about that little idea of hers?”

“Just like you, I was so stunned by it, I actually didn’t really say much of anything at all but told her would think about it. I came back to my seat and sat her watching you sleep for a few minutes. I couldn’t help but think of Corey’s Pussy which looks so pink against her dark skin. And how much I like the look and feel and taste of your cock and how I Love the feel of you Cumming in my mouth. And how Hot it would be to put all that together and watch you fuck her. I have never done a threesome and never seen anyone else fucking live and the idea of it just kind of thrilled me as I sat there thinking about it.”

I couldn’t think of anything to say as she told me all this and just sorted of nodded my head along with her as she talked. My thoughts of Corey naked accelerated even more as Jenn talked though and my cock was getting so hard again that I had to shift around in my seat to make sure Jenn didn’t accidentally sit on it. By now she had re-positioned herself too and moved the hand that was rubbing my cock down into her own lap to start rubbing herself. She had also removed the arm she’d around my neck so that she could reach her tits and had I could see her rubbing her nipples as talked to me. She seemed to be working her Pussy and nipples at the same time and I found myself wondering if she was going to cum yet again as she talked to me about this plan she and Corey had hatched.

“So I decided, what the fuck, YOLO and I walked back up the galley to tell her I agreed with her suggestion. She was standing there with a colleague who had just come down from the crew’s sleeping cabin upstairs and was helping Corey fix her hair a bit it seemed. She made a point of greeting me just like any other passenger but as her colleague moved off she turned to me with a glint in her eye and said she could tell I was going to say yes.”

Jenn adopted a slightly puzzled look as she described her conversation with Corey.

” I am not sure how she knew that but obviously she was right. So I told her that as long as you are cool with the idea, we would meet her in the crew cabin when her rest break started. She gave me a few details about when and where and as I mentioned a few minutes ago, she also asked me to make sure that you arrived a bit drained so that you don’t cum too quickly and spoil her fun.”

” That’s why I figured I would wake you up with a hand job but swallow your cum so it would not make a mess. But that titty-fuck a few minutes ago was not really part of the plan” she said in a matter-of-fact tone that made it sound like she felt this was a perfectly reasonable and normal series of events.

I was now pretty sure that Jenn was going to cum again no matter what I said in response to all of this as she was rubbing herself hard now. I quickly shifted in my seat so that she was more slumped into it with me rather than on my lap. It allowed me to quickly reach down and brush her hand aside as I shoved my own hand into her yoga pants. I could feel her Pussy was already soaked yet again and I slipped my middle finger into and started massaging her G-spot as I leaned over and pushed her shirt aside with my chin to take one of her hard nipples in my mouth. She seemed to find my sudden assertiveness a turn on just gave in and stopped her story to focus on her building Orgasm. Sure enough, she buried her face into my shoulder to avoid shouting as her body spasmed against me and her Orgasm overtook her ability to speak.

“I take it that is a yes” she laughed as she shuddered against me.

“Yes, for sure as long as you are totally and completely fine with it” I said to her with a serious look.

“I am totally fine with it on two conditions” she told me.

“First, I have to be there when you start fucking her. She told me that we should not both come to the crew cabin at the same time as it would be too noticeable and that I am to follow you by about five minutes or so. So you will be in with her before me and you can’t fuck then” she admonished me.

“Okay, that is not hard to live with” I replied.

“What’s the second condition?”

“I Love your cum and I don’t want her to have it all so you have to promise not to cum inside her. I want to see you Cumming and I want to be able to swallow some of it without having to lick it out of her Pussy. I already told Corey that and she is cool with it so I hope you are and that you think you will able to act accordingly.”

“Wow, what a tough negotiator you are” I laughed. “It’s a deal.”

“Great. And now that you have sidetracked me by making me cum again, we have no time left. Corey’s break started two minutes ago and she is expecting you so head on up there right now and I will follow along shortly.”

I could not really believe this was happening but off I went. I headed up to the galley area trying to look as though I was just heading to the washroom. I pushed through the curtain and almost bumped into a flight attendant who was just putting away a tray in the galley area. I figured I would have to delay until she moved away but she looked right at me with a huge grin.

“Looking for Corey are you?” she asked me.

“Uhhhh, yes I am” I stammered out.

“Just head up these stairs” she directed me as she pulled another curtain aside. I could see a tightly spiraling staircase and climbed it quickly. I came out into a small landing area that had doors left and right both marked Crew Only. Corey had told Jenn to enter the one on the left tentatively at its door handle. I had expected it to be locked but to my surprise it opened out toward me and I stepped through with no real idea what to expect.

What greeted me was a small room that was still somewhat larger than I’d expected. Immediately to my right was a small sink with a little counter space full of what looked like hair care products and a bunch of other stuff I didn’t recognize or really care about. As I closed the door behind me I could see a clothes rack on my left with a uniform hanging off it and on the wall just beyond it were a couple of fold down bunk beds that were in the stowed away position. And back to my right in the corner furthest from the door was one of the most stunning sights I’d ever beheld.

Corey was standing there wearing nothing but a neon pink bra and matching panties. They stood out spectacularly against her dark brown skin and as cliché as it sounds, looking at her literally took my breath away. As I drank her in, her eyes met mine and seem to flash fire and pure lust at me like I had never seen before.

“I was not totally sure you would make it so I got started without you a bit. I hope you don’t mind.”

It was only then that I noticed the dildo peeking out from her drawn aside panties. With one hand she was holding the panties to the side and with the other she was working the dildo slowly in and out of her Vagina. The motion of doing so had caused her upper arms to squeeze against her tits which were only barely contained by her bra. They seemed to almost pulsate in front of me and I could barely take my eyes of them.

“Now that you are here, I won’t be needing this” she told me as she pulled the dildo out. She made a big point of sliding it into her mouth and licking it clean while watching me. She put it aside and leaned back against the wall with her shoulders touching against it while she pushed her hips out toward me.

“Jenn said, we cannot fuck or have me suck your cock again until she gets here so how bout you lick my Pussy until she arrives?”

Without waiting for an answer, she turned her back on me and took a step out from the wall. Bending at the waist she reached down to grab her panties and slowly drag them down her legs. She moved her feet about eighteen inches apart as she did so to ensure that her asshole was easy for me to see fully and then as she bent right to the ground, I could see her swollen dark brown Pussy opening up toward me. From behind I could see the hint of her bush topping what I could tell was an already very wet opening.

Any guilt or worry I had about any of this whole thing disappeared on the spot. As she turned back toward me she raised one foot up on a small chair that I had not noticed earlier so that her Pussy was fully open to me. She grabbed a handful of her pubic hair and pulled it back so that her clit fully popped out from under its hood.

I wasted no time at all and sank to my knees in front of her. I started licking and sucking her clit like a man who has been in the desert with no water for days and just stumbled into an oasis. I alternated back and forth between licking her clit and the lips of her Pussy. I lifted her leg up slightly with my hand so that I could run my tongue over her taint right down to her asshole and all the way back up to her clit. I folded my tongue over to make it seem like a mini-cock and pushed it as deep into her Pussy as I could before pulling it out and lapping at her clit once more.

At first, she just leaned back against the wall and shoved her Pussy up for me to fully access. But as I worked on her, she started to buck and moan. She pulled her tits out of her bra and started rubbing her nipples with one hand and I could see them hardening when I looked up at her very briefly just to make sure I was reading her well. All of a sudden her other hand reached around behind my neck to pull me in and jam my mouth on to her Pussy even more forcefully than I had already been.

“I’m Cumming sooooo hard” she moaned in a way that she was clearly trying to control from being too loud but could not fully hold in.

I just clamped on to her clit and with the pressure she was applying I could not really lick it properly so just sucked it fully into my mouth and held it there, massaging it with lips as best I could. That obviously worked well as I could feel her going over the edge and Cumming hard in my mouth. She let go of my head which allowed me to slide down just a bit and shove my tongue inside her. As Jenn had already told me, she was not a squirter but she sure did get wet and my face was quickly covered in her juices.

“Goddamn that was awesome” she said as she gently pushed my head back and looked down into my eyes.

“You are so good at that. Jenn is in for a real treat with you that is for sure. But my Pussy is still on fire and I cannot wait until she gets here so I can get that cock of yours out and ride it hard.”

“Uh, hellooooo?” came a voice from behind me. “I’ve been here for the last five minutes you two Pussy hounds” Jenn said with a laugh as she moved up beside us.

She bent down to kiss me and made a bit point of licking my lips and all around my face.

“Now we smell and taste the same” she said with a chuckle.

Her face was now right level with Corey’s sopping Pussy and she leaned over and gave it a quick kiss which I found pretty funny.

“That was so Hot to watch. I just about came again myself when you did Corey and I can’t wait to see what you get up to next” she told us.

“Here, let me help you out of this bra” she said to Corey as she moved behind her to undo the snap on it.

The bra fell from Corey’s shoulders and to the floor and to my surprise, Jenn slid back around Corey to take one of her hugely erect deep brown nipples into her mouth. Corey’s head went back as Jenn’s mouth moved from one nipple to the other. As her hand slid down to Corey’s bush and she slipped a finger into her eager Vagina, Jenn took her mouth off Corey’s tits long enough to tell me to get my clothes off so that Corey could enjoy my cock at last.

I needed no prompting and made no pretense of taking my stuff off in any kind of seductive or teasing way. I was naked in two seconds flat and stood there expectantly but not really sure whether to lead the action or follow Corey. Turns out it was neither. Reaching up to a small shelf near the bunk beds, Jenn pulled down two blankets and quickly spread them out on floor. Corey was totally focussed on my cock in a way that I have to admit was pretty flattering but also made me wonder if she was going to just swallow it whole and do me some damage!

With the blankets laid out on the floor, Jenn directed me to lie down on my back and as I did so, she got down on her knees beside me and took my cock in her hand. With a quick look up at Corey she shoved it deep into her throat and started bobbing up and down on it. I was torn between watching my cock disappearing into Jenn’s mouth and looking at the naked Corey standing above us with her legs apart enough that I was staring right into her gaping wet Pussy.

“Get down her and suck his balls” Jenn commanded Corey.

She quickly complied and I was treated to first double Blowjob of my life. Just as I was worried I was going to blow my load way too soon, they pulled off my cock at some sort of mutual signal and started kissing each other. Jenn ran her mouth down Corey’s neck to her nipples once again but Corey pushed her back gently and started undoing Jenn’s shirt as I looked on with my cock waving in the air between them.

I knew Jenn has incredibly sensitive nipples and enjoyed watching Corey take them in her mouth one at a time as she reached down and rubbed her own Pussy while doing so. I could see Jenn building again already. Before Corey and I knew it, Jenn was coming again and we watched her body buck and shudder into it. She slumped back against the wall and leaned against it limply. Her tits hanging out of her shirt, nipples firm and proud, a look of exhausted pleasure on her face, made her look just so damn sexy.

“Enough for me for now you two. The whole point here is for you two to fuck like crazy so get it already would ya!” she said to us with a mock exasperation.

“I want to see that beautiful brown Pussy riding that big beautiful cock like crazy” she said as she looked up at us in anticipation.