I had dated a friend for a short time, less than 6 months.  Our relationship was turbulent and slightly rocky, finally we both agreed we made better friends.  That was almost 2 years ago.  Recently our friendship has deepened and he has become more than just a friend.  He has shown me a new career course and has helped my ship out of the harbor, and for that I owe him everything.  I promised him a trip to Las Vegas one of his favorite places.  He loved staying at his favorite hotel, enjoying the splendor.  We were able to get a room with a Jacuzzi tub and a 3 headed shower stall in the new tower.  As we unpacked, he started planning our short weekend, filling our days with shopping and gambling and our nights with shows.  I was first slightly perplexed about the room, noticing the single bed.  It had been years since we slept together.  Sleeping with anyone new was always difficult for me.  Having sex was easy, but actually being able to sleep was the difficult part.  I calmed myself with the thought that it would only be for a few days.  If it came to it, I could easily go without sleep for that period of time. 

We freshened ourselves and changed prior to going downstairs to check out the casino.   He decided to dress in his lucky tan slacks which clung to his tight ass like a second skin.  I was unable to take my eyes off his sweet little ass.  I dressed casually and comfortably in a pair of old jeans and a cut off t-shirt.  I hated wearing bras and decided against one.  My breasts were small and firm enough that they didn't need any additional support.  His eyes lit up and he made the strangest comment about the lack of bra.  As we looked over the casino, he decided to go play with the high rollers, leaving me at the slot machines.  I inserted my play card and started the wonderful enjoyment of loosing money.  Gambling has never been my strong suite, so when I do gamble I do it in fun, fully expecting to loose my shirt.   After several hours of play, and winning back double of what I put in the machine, I decided to go looking for my friend Max.  I found him still at the high rollers table.  He motioned for me to approach him.  Two beautiful women were at either side of him as he finger a tall stack of chips.  Luck was with us, for he was winning also.  He asked how I did, and I told him about the $1,200 I had just won.  He played two more hands and then decided it was enough, cashing in his chips.  I was surprised by his accumulation of over $220K. 

As we returned to our room, we placed our winnings in the safe.  We were both tired from our "strenuous" day and decided it would be best to take a nap, prior to going out in the evening.  As we were getting undressed, we heard a knock at the door.  Being a little surprised, Max went to open it.  In came the two beautiful girls that were sitting besides him as he was winning.  Max motioned them into the room and introduced me.  They were a little surprised to see that we were sharing a room, and a little disappointed.  They wanted to take Max for a run...  One of my fantasies has always been to watch while Max fucked someone else.  I eagerly agreed, setting myself into the chase lounge across from the bed.  The girls seemed willing enough, agreeing to a price of $1,200 for both.  As they undressed Max, I noticed his cock becoming hard.  He looked slightly nervous not really wanting to have me as his audience.  Soon the girls had his nerves calmed as they took turns sucking on his hard cock.  One of the girls straddled his large hard cock as the other sucked on his nipples and caressed his body.  Then she rose and straddled Max's face, pushing her hot pussy onto his welcoming mouth.  As he sucked her wet pussy, the other girl rode his cock.  The girls kissed and played with each other as they enjoyed Max.  I was getting so horny watching what was happening, that I placed my hands under my panties and started playing with my wet pussy.  Max's body bounced and wiggled as he came, shooting his load deep up the girl's cunt.  The girls rolled off of Max, and started kissing and stroking each other, giving Max an opportunity to rest.   Max looked across at me as I continued finger fucking myself to an orgasm. 

The girls sensing Max's readiness, turned back their attention to him.  One of the girls started sucking his cock to hardness as the other sucked on his balls.    He laid there motionless, closing his eyes enjoying the attention.  He loved having his cock sucked and in a way I felt slightly jealous.  I loved sucking on his cock when we were together.  His cock was a marvel...  It was so small when it was soft.  Then as I start sucking, it would expand and become this hard large cock that exploded from my mouth.  The girls were able to suck him to orgasm.   They rose from the bed, announcing Max's time was up.  Max promptly paid them and they left the room.  Max returned to the bed and laid down.  I continued fucking myself to yet another orgasm.  When I was through, I joined Max in bed, curling up on my side facing my back to him.  I had enjoyed the experience immensely and yet I was filled with jealousy.  The feelings I had for Max were for a dear friend, and yet I missed sucking on his cock. 

We rested for a few hours before going to one of the many one of the shows.   After the show, we decided it was time for some dinner.  As we were enjoying a delicious dinner at the Balagio Hotel, we ran across the girls again.  They were sitting with two men, trying to coax them to hire their services.  They were very lovely creatures both slight and firm.  Self-consciously I looked down at my own body.  I was soft with slight curves.  As I compared my body to theirs, I found myself feeling deeply depressed.  After we finished dinner, we decided on a short walk before going back to our hotel room.  As we walked we ran into a friend of Max's.  Max introduced me to his friend Mike and asked him to come back with us for a drink.  Mike followed us to our room, watching the sway of my hips.  We ordered drinks from room service.  Upon arrival, Max changed the subject explaining to Mike what he had done earlier this afternoon.  Max stressed he would like the same treatment I had given him, he wanted to watch while I had sex with someone.  Mike was an eager and willing party, as he quickly undressed.  He crossed the room and embraced me in his arms.  I couldn't believe this gorgeous man wanted to have set with me. 

He slowly undressed me as I ran my fingers over his smooth skin.  Max assumed the same position I had across from the bed.  Mike maneuvered me to the bed and laid me down.  He grasped hold of each one of my firm little breasts and started to suck.   He sucked on my nipples until they were hard.  I spread my legs, sliding the tip of his cock over my hot flesh.  His cock was so hard and large that I couldn't wait until he plunged deep inside me.  He moved his mouth down my tummy, while stroking my hot pussy with his long manicured fingers.  He started sucking my pussy lips as he inserted two fingers deep up my cunt.  I arched my hips meeting each one of his thrusts.  I held onto his head, curling his dark soft hair around my fingers.   I felt the initial orgasm starting.  I wanted us to orgasm together; therefore, I pulled his head away from my pussy.  I found his mouth with mine and deepened our kiss.  Mike inserted his hard cock deep up inside me and I folded my legs around his waist.  He rode me hard and fast, each of us meeting each other's thrusts.  We came together in one torrent moment. 

As we came I looked over to Max.  He had his own cock out of his pants and was frantically pumping it.  Not wanting to waste a drop of precious cum, I crawled over to Max and inserted his head into my mouth.  Initially he was shocked with the unexpected pleasure.  Mike followed me to Max.  As I sucked Max's hard throbbing cock, Mike inserted his re-newed hardon deep up my ass, as he reached down to play with my pussy.  The initial pain was over powering but soon after it turned into pleasure.   As Mike rode my ass, I sucked on Max's cock, playing with his balls.  Max tentatively ran his fingers in my hair.  The three of us came in a few minutes of each other. 

It was Max's idea that Mike stay the night.  I was in the middle with the two men on either side.  I laid there for hours not able to sleep, with both men sawing wood in their slumber.  I reached over to both men and started stroking their soft cocks.   I was surprised when Max's started to respond first.  As they started getting hard, I took turns at sucking on their cocks.  Each man started to wake as their bodies were stirred with desire.  I straddled Max's cock between my legs as Mike entered me from behind.  I laid on top of Max as Mike reached to my front cupping my breasts in his hands.  I rode Max hard, greeting each one of Mike's plunges with my own, causing Max's dick to go in deeper.  Again, we came in seconds of each other.  This time, I was ready to sleep, as I curled between my two lovers.   The next morning, we all showered and dressed.  After breakfast we said our farewells to Mike, with the promise that we would all meet again sometime soon.  Max and I checked out of the hotel...  and once again, we turned back into friends our sexual regression to be placed back into the past...