Traveling Companions

I put the last few items neatly on the desk, stowed the suitcase, and took a moment to stretch before surveying the night's accommodations for the first time. Not bad, actually, all things considered. And certainly better than what would be expected, considering the train wreck that the first day of our trip had turned out to be.

Ok, so maybe it wasn't a disaster on the order of "Plains, Trains, and Automobiles," but a variety of errors, delays, and unfortunate events had culminated in us arriving in this town considerably later than expected, to the point that the hotel had declared us a "No Show," cancelled our reservation, and assigned our room to other guests. Fortunately, the establishment down the street had had a room that could rent to the trio of ragged, exhausted travelers who had come stumbling into the lobby shortly after midnight. The room was small and a little shabby, but clean and tidy. A lone King-size bed, but the pull-out couch provided sufficient sleeping space for myself and my two companions.

One of those companions was already attired in her bedtime ensemble of a light shirt and shorts, and was curled up on the edge of the bed, either asleep or close to it. Tammy was a last-minute addition to our expedition; a friend of the daughter of a co-worker who just happened to be heading the same place we were already going. Not as awkward as it sounds, as the co-worked in question was quite a bit older than me; at 23, Tammy was actually only slightly younger than Angela and I.

As if summoned by my thoughts, Angela emerged from the bathroom wrapped in a fluffy robe, hair still damp from her shower, breath smelling minty as she gave me a quick hug. "Your turn," she told me, releasing me and turning towards the bed.

A lifelong family friend, former classmate, and possibly my best friend in the world, Angie was also the reason for this little cross-country trek. She had finally landed her dream job, but that job required a major relocation to.the west coast, and since we soon would not be able to see each other as often, she had insisted that I make the trip with her. A few days' travel, followed by a week in Vancouver sounded like fun.

The shower was hot and satisfying, and by the time I reluctantly shut off the water, I was feeling much more relaxed. I brushed my teeth quickly, slipped on the boxers I had packed for bedtime, and padded back out i to the room -- to be greeted by a most unexpected sight!

Tammy was still asleep on her edge of the bed, but the blanket had been pushed down almost to her knees, either through sleep movements or from Angie preparing the bed for herself. Angie was also asleep, strerched out on the other half of the bed. Stark naked. Evidently she had flopped down on the bed "for a minute or so" before getting ready for bed, but the long day had caught up with her.

Without really meaning to, I stood and stared at my friend for what felt like an inappropriately long time. Despite our years of closeness, I had never had the opportunity to see her in that state. and I couldn't help but take a moment to admire her beautiful, fit figure. At last, common sense got the better of me, and I shook myself back to action. That pull-out bed wasn't going to make itself.

I took a long look at the couch in the corner, longer than I had spent admiring Angie's nude body, then heaved a sigh as the exhaustion of the day fully settled over me.

"Fuck it," I thought. "That's not gonna happen." I quickly switched off the remaining lights, flopped onto the bed between the two.sleeping ladies, and was out in seconds.

I woke some time later in the night. Angie had shifted in her sleep, and was lying closely against me, one arm and one leg thrown across me. Not an unpleasant situation, nor really an unusual one given our years of friendship and her affectionate nature. The degree of skin-to-skin contact we were sharing, however, was new to me. I decided to enjoy it while it lasted, but a soft sound from the other side caught my attention. Tammy, apparently dreaming. Shifting and making sounds in her sleep.

Or not. A sudden exhalation, and a slight shift of position. The dim light in the room was just sufficient for me to see that her hand was inside her shorts, and was moving slowly. Another gasp, a soft, extended moan, and it was clear she was actually pleasuring herself, probably trying not to wake us up in the process.

I felt movement, and turned to see Angie smile as we made eye contact; clearly she had also been awakened by our bedmate's late-night activities, and as she snuggled more tightly against me while we enjoyed the show, I became more acutely aware of the lack of clothing separating us. My cock was rapidly getting hard, and she was likely to notice at any moment.

Tammy's hands were still busy expoloring her body; she had pushed her shirt up to more easily massage her tits with one hand, while the other strained the waistband of her shorts. Her gasps and moans were becoming louder and more frequent as she worked herself.

Meanwhile, Angie's hand was gliding slowly down my torso as she watched and listened, and I jumped when her fingers ran overbtge very prominent tent in my shorts. We were far beyond anything that had ever happened between us, but the sexual charge in the air was powerful. I heard a quick intake of.breath, and then my best friend's hand was inside my shorts.

I gasped at the sudden contact, barely remembering that I needed to stay quiet. Or maybe I didn't. Tammy had pushed her shorts down onto her thighs, and was starting to give her pussy some serious attention. The soft squishing sounds of her arousal were audible over her moans and then hum of the air conditioner, and the musky smell of sex was starting to fill the room.

Again Angela shifted, and I felt her slide carefully down the bed. Still not quite believing the situation, I groaned slightly as she carefully slid my shorts down and off. A few seconds spent examining my cock for the first time, and then the warmth of her mouth engulfed me.

Tammy suddenly sat bolt upright beside me, and I thought we were busted, show time over, but was apparently lost in her own mad desire, quickly whipping he shirt over her head, kicking her shorts on the floor, and returning to the task of vigorously masturbating. She was moaning almost constantly now, the squishing sounds of her pussy become more of a sloshing, splashing almost as her juices flooded the area.

Angie increased her attention in tandem with Tammy, her head bobbing as her hand worked the base of my cock, and with all the various sources of stimulation, I knew I wouldn't last long. Angie knew it to.l, and she was determined to finish me off by the time Tammy completed her own task.

Everything happened at once. Tammy clamped her hands tightly over her pussy, froze for a second, then bucked her hips violently off the bed as she howled out her climax, drenching the bed with a massive gush of wetness. Angie took me deep in her mouth -- I could feel the head of my cock against her throat -- and squeezed with her hand. I tensed, my recent pent-up sexual boiling over at last, and groaned loudly as I erupted, filling her waiting mouth with a huge mass of sticky wetness.

My orgasm felt like it lasted at least ten minutes, but when I came down, Tammy was still moaning as she massaged out a few final aftershocks before withdrawing her fingers from her pussy, licking her fingers clean, and rolling over to face the wall again, wet spot be damned. Angie crawled back up beside me without a word, cuddling back against me as we had been when I woke up.

Exhausted, satisfied, and quite happy, I wrapped my arms around her and held her close.