This is Chapter 3 of Keeping a Grown-Up Carlee, Company. It was part of Chapter 2 but it was running too long for one chapter, so I split it off. All characters are over the age of 18 and the story is completely fictional. Edited and proofed with software so I would expect something may have been missed. Comments on my stories are always appreciated.


I knew that getting caught with Carlee by Peggy was imminent, it was just a matter of time. We seemed to get more and more careless, or daring you could call it, as time went on.

Carlee, and I had a free evening at her house, her mom Peggy would work an occasional weekend, turn over at our place of work was high, and sometimes she was needed to process new employees. There was a high turnover rate, no one wants to work at an assembly job, boring as hell, but pays well for someone like me who does not want to work at a coffee shop, or sell shoes to people with smelly feet.

Carlee and I had no real plans as far as I knew, she mentioned something about me meeting a good friend of hers, a close male, but yet just a Platonic friend. We talked a little, she wanted to know what I thought of the threesome we had with Gina a couple of weeks before, we had not talked much about it yet. I was careful how I answered. I said, "I enjoyed having sex with you and Gina together, and having your blessing, your encouragement just made me feel closer to you, but I hope you know Gina is a cousin, you are my true love," then I kissed her, "I really do love you Carlee."

There, I had said it, maybe in a roundabout way, but it was not because I didn't really mean it, I am in love with her.

Carlee replied, "I love you too, and I am so glad you feel that way, I want you to be happy, and I wanted you and Gina to enjoy each other, and it was fun joining with her for the seduction part. You are just too much fun seducing, so reluctant to have sex with your cousin, but you were no match for the two of us." She then said, "We are both too young to quit having new sexual experiences. It's the only encouragement in the sexual area that my mother has ever given me, she said that to me on my 18th birthday, we shared a bottle of wine to celebrate, and she got loose lipped and said, "Enjoy lots of sex, with lots of partners while you are young, so you don't have any regrets later like I did, and then end up being married too young, unhappy, and having inappropriate couplings."

"I wondered what she meant by that, but figured it was better not to know. I know she was always close to my uncle, my cousin Tommy's dad, who passed away, she really took it hard, they seemed to be too close for just a sister, brother-in-law relationship. Once I got older, I wondered more about it, because if he was my father, it would make me and Tommy, not just cousins, but half siblings as well, but it was likely just my mind taking things too far."

I did not give it much thought, we have rumors like that in our family too. It was hard to believe, and I didn't then, but as we get older we wonder about that kind of stuff more. I have heard my mom who is still a looker, was a whole different person in her teens, and early 20s when she got pregnant with me. In fact, I would not be surprised if either of my parents have not had extramarital relationships, without the other's knowledge. I was premature, so that fueled thoughts of maybe the 8 months between their marriage and my birth was suspect, I have left it alone as I did not want to know.

It felt good to hear from Carlee that she did not have our whole life planned, because our love is not a cure for our curiosity about sex with others. I hoped that having a threesome, would happen again, as it would make things easier for Gina and I. I feel bad about what I have done after that one, instead of setting up a scene where we all three could be together again, I secretly had sex with my cousin since then. We just can't help it, the sex between us was so good. I thought it was the newness, and the reliving of our previous relationship, and thought it would quickly go away, but now I am not sure.

The first time it was her that called me, and talked me into coming over to talk, turned out it was to talk me into us getting naked, and fucking again, but I did not put up a fight.

The second time was on me. I told her I just decided to drop by her place, and see how the room looked since she put back up the drapes etc., a weak story. We both knew why I was there, and were the first couple to fuck in the newly painted guest room, later in the kitchen, then we ended up in her bed most of the day, we are just so infatuated with each other sexually.

Eventually we decided to meet at the park, and we took a hike in the woods, so we could just talk about it without the beds being so convenient. We had a good talk, and we both claimed to be on the same page relationship wise, I just hoped we were being honest. We both claimed to still love each other, but only as kissing cousins, and that we would probably get over the sex part eventually.

We were headed back to our cars when we realized there was no one on the trail, or cars in the lot. So much for our plan, as we ended up naked in the woods, laying on our clothes in a bed of ferns, fucking like wild animals. I have been trying to forget how good I feel having my cock in her, but it is taking a long time to fuck it out, if young Carlee's sage advice was true.

Despite all the weirdness going on with the three of us, I was still not prepared for what Carlee proposed to me next.

"I just want to put this out there," she said, "seeing you consummate long time desires you and Gina had for each other, got me thinking. I have a similar situation in my life. I also have to admit, that I have always wondered how it would be to have two guys at once. Something I never thought I would get a chance to do, but I never would have imagined having two men I love, and trust in my life. It would be you, and my lifetime friend Chip, my relationship with him has been almost totally Platonic. You are my true love, but he has been my best friend since I can remember."

"This would be so similar to you and your cousins experience, because it will clear up some unfinished business for us. I think Chip and I too, need to get rid of any pent-up sexual frustrations we may have built up over the years from being as close as we were. We had done things some might consider sexual, but they were innocent, and mostly driven by my curiosity, I told you about them before, what we did was no more than getting naked, to show each other our private parts. I guess it might have been a sign of sexual attraction, I wanted to see all of him, and wanted him to see all of me, it seems like it was long ago and was very brief, almost a flash."

"We did have a type of one-way sex a few months ago, I guess you would call it a loving, but not driven by sexual motivations on my part. He was so hurt from a breakup, that he got intoxicated at a party and I had to drive us home. He could not stop talking about her, so I found a place to pull over, and I started jerking him off to get his mind off of his girlfriend who had just broken his heart, but it had little to do with sex. It is just that I love him so much I would have done about anything to make him feel better. I would have just blown him, or even fucked him if I thought it would have been a cure for his hurt. I just worried about it sending him a wrong signal at such a vulnerable time, and that the hand job would not be that sexual.

I admit though, that the feeling I had almost immediately when I pulled his cock out. Then watching it grow in my hand as I jerked him, made me not able to resist leaning over to finish him with my mouth, and take his shot there too. You are the only other person I have had anything close to that kind of feeling with. I worry that I have been lying to myself about my feelings for him being only Platonic. He later told me that he was worried that what I did for him might have a bad effect on the friendship we both cherish, he has always been more cautious than me about crossing that line."

Well, here is my proposal, "Chip is coming over for a visit, just to meet you he thinks. I thought if we were all comfortable with it, the three of us could party awhile, and eventually I will figure out a way to get us all naked together. Then I just have to fuck him. But it has to be in front of you, and maybe with you in some way, like him fucking me as I suck your cock. It would be a good way to put a period, at the end of a chapter in Chip and I's life, and I want to do it with you present, like you had me there when you made love to Gina.

I probably should not have jerked him off earlier this year, causing me to lose control and suck his cock. I may have done it more for myself. To be completely honest, I now really feel like I must have him inside me. It would always be an unanswered question to have never been totally intimate with him."

Even though we had a threesome with Gina, this proposal came out of the blue for me. I enjoyed the MFF threesome to no end, but this was different in that I had not even met this Chip, and I was being asked to get naked, and share Carlee with him. I was not sure how I felt about the possibility of rubbing up against a male stranger in the buff. On the other hand, strangely, the thought of seeing Carlee, and her best male friend fucking for the first time turned me on. It took me a minute or two to try to articulate how I felt about it, but I said, "I no longer know what I will, or will not do under the right circumstances. I have never gone Bi, or ruled it out completely, there is a couple of man to man things that don't totally turn me off."

"If you're asking if I would be willing to do a straight threesome with you and your friend, it would be different from our threesome with Gina, you knew her before the three of us got together, but I never met Chip, nor has he met me. Let the two of us meet first, and as far as my part is, I will sneak in a yes or no nod before we start anything sexual as a threesome. I love you, and I am not a jealous or possessive person. I have never been anything but turned on when you tell details, of when you fucked someone in the past, like Jimmy. Thinking about watching my lover fuck her longtime friend for the first time takes me to a whole other level of arousal. It does sound very much like me and Gina, other than the cousin part, so like you let the two of us enjoy each other, it would not be fair to the two of you to not have some time to be on your own sexually. I would be just as happy as you were watching your lover fuck someone they have had some long time feelings for."

"That sounds fair, and pretty damn hot, it has made me a little wet already just talking about it. I would have the same rule I guess, sometimes you know chemistry is good or bad right away. I'm so excited at the possibility of having a threesome with the two of you, it's giving me chills."

Well, Chip came over, and it did not take me long to find out that she had not overstated what a good guy he seemed to be, I was glad to see she has him for a friend. They likely have no relationship goals, in spite of their normal boy/girl sexual attraction. Besides, we don't own each other's bodies or souls, situations change, feelings change. With Carlee starting college, and me grad school, it will likely be a long time before we could even consider any kind of total commitment to each other.

I gave her the nod yes, and she came up with such an obvious plan, so much so, we probably should have just took our clothes off, and got started. We smoked some weed, then Carlee wanted to play a stripping game. She said she felt lucky and wanted to see us both or fit bodies naked at the same time. I mentioned strip poker, but so we would not have to think much we just made it a draw game, whoever drew the best 5 cards got to pick their choice of a piece of clothing off of the person of their choice.

With two guys and one girl guess what hot girl was standing there totally naked first? When Carlee stripped off her panties to be totally naked, I still had my shirt and boxers. Thanks to Carlee's last pick, Chip just had his shirt, and looked a little embarrassed with a boner. I see her naked like that quite often, but Chip was getting a real treat getting to now get to see Carlee's perfect body, au-natural, and for not just a minute or two. As I have said before, her body is a plastic surgeons' nightmare, nothing he could improve, perfect in every way.

Just seeing her not able to contain her joy, and he could not hide his amazement, as she took the chair that was in front of Chip, and pushed it closer to give him the best view. She is so beautiful any way she dresses, she is even beautiful in the morning when she gets up with her hair mussed, and no makeup on. Seeing her sit naked in front of her friend Chip was different, it seemed to give her a special glow, and look of excitement.

She was now totally exposed to her best male friend for the first time since she had developed such a perfect body. He had seen a lot of it when she has been in her bikini I assume, but now she was giving him a close up look at what has been hidden from him, the special part of a woman that men love to see, and experience. He now was no longer trying to hide his stiff penis, and she was determined to do a lot more than just jerk it off this time.

Carlee was so happy to be giving Chip such a close up look at her shaved genitals for the first time, she could not stop giggling, giving away her joy. In order to make sure he saw everything, she lifted her legs, then spread them wide enough to put her feet up on his chair, one on each side of him, it was quite a view he got that way, showing both her pussy, and her wonderful ass, including that cute little button of a butt hole. Carlee knew how to make even that view more seductive, as she put a hand on each side of her pussy, and spread her lips open enough to show the pink of her vagina entrance, in what I could only describe as a, "this is for you Chip" pose.

She giggled in delight as she saw the look it brought to Chip's face, seeing her actual opening. I understood why she was just so excited to finally show her best friend Chip, who she loves so much, every last part of her naked body. I felt the same kind of excitement when Carlee pulled off my towel, with my cousin Gina right beside me. She could hardly contain herself but managed to give him a cute little innocent grin as he looked, that just topped the view off.

As worked up as we all were, I was still curious to see how this was going to lead into threesome sex, but again, I forgot how straight forward Carlee is.

"Okay guys, I am totally naked in a room with my two most favorite men in the world, I have my legs spread wide, especially for you Chip, I wanted you to see everything that Jeff has already seen, and has explored with his tongue and penis. It's time for us to do some things I have done with Jeff, and some other boys, I need to have real sex with you Chip. In setting this up, I have made myself hornier than I have ever been in my life, and I am ready to try something wild and new. How does this sound to the two of you, shed what clothes you have left, and be naked with me. I love and trust you both enough to offer you anything you want from me sexually. I just have to have both of you tonight, you can both have me at once, or take turns. My only rule is that the other has to be able to watch, and share this special occasion."

Chip knows her too, even better than me, she gets what she wants, so he pulled off his shirt first, now his hard cock was even more obvious, sticking straight out in front of him. I would not say he was embarrassed, but I think what he was seeing and showing, might have put him in a state of shock for a few moments. As far as myself was concerned, as I removed my boxers, I was not sure I was ready to be naked with another man. I have been in showers at school, but not with another guy with a hardon like my own, but not with a naked girl present that had big plans for us.

I knew before he got here what she had planned, this was all a big surprise to him still. He recovered from the shock of it all, and was then ready to add to the evenings dialog, "My God Carlee, you're my best friend, and the most beautiful woman I have ever seen, I did not think I would ever get to see, and find out you have the most beautiful pussy I had ever seen too, you are just perfect. I would not have been ready for this kind of view of you when we were younger, but you have no idea how many hardons, and even some wet dreams you caused me to have. I remember how you talked me into getting naked with you briefly, I was so shaken, I didn't even get a good look of your hidden parts. Now, I am sitting here looking at your vagina so close, I can even see the pink of your partly open hole, and your juices dripping from it. Yes, I would love to use my tongue to taste you, and then maybe make love to you. But I am still afraid something like this might hurt our friendship I so cherish."

I felt like I should give him the OK too, since I was now considered to be her boyfriend, "Go ahead Chip, you need to see it even closer, and taste it for fuck's sake, it does not just look great, her vagina is so tight, even around your tongue, look at how lit up her face is right now, have you ever seen her with such a glow, I haven't, she is so excited to have you take her. How could it not be a beautiful thing for me to witness?"

He looked at her face, then mine, and then reluctantly moved toward her but stopped short again in hesitation, he wanted her, I think their close friendship was still making him hesitate to take her. I can understand him not wanting to risk losing their close friendship. I did not know what more I could add, but I followed up on what I said to try to convince him what was on the table for him, and that they can be on their own at first, "You two engage each other anyway you decide, and I will watch, and maybe join in at what I deem is the proper time."

Carlee, was not about to let him off the hook, she knew what a hard sell he could be. She made him take her by her ankles, and had him hold her legs open as wide as they go. She now had her hands free to use her fingers to enter, and spread her vagina open so far, that even I could see the entire depth of it from where I was.

Then she said, "Chip see the inside of my vagina, now there is truly nothing else I have to show you. She focused down at what she was showing, and said look at my anxious pussy, just look at its opening, and how it's just quivering in anticipation, and dripping my juices. It's waiting for you, and only you right now, it's just aching for your attention on this special night. This is full circle from when we were just sexually curious, and you were so sweet to show me all of you, yours was the first penis I had seen. Looking at you now, with your hard penis, and all your body exposed to me, I just have to have you. Don't rob me of this opportunity. Let's not leave that chapter unfinished, it is not fair to either of us."

"Please, Chip, I just have to have you, if you don't hurry and get your face over here, and your tongue deep inside me, you are going to have to watch me cry."

Wow! What a hard sell, but she got him, she knows how to open her tear ducts on cue. Before one could make its way down her face, his head was deep in her sex.

I can't describe exactly what he was doing to her, but I can try to paint a picture of what I was seeing. Carlee, now with the heels of her feet up on the chair, knees-up, and spread. Chip, was holding the inside of her thighs tenderly, to keep her pussy spread open as he used his tongue on her, exactly where and how, I don't know. But he was getting sounds, and some looks on her face that I have never seen or heard from her. If I don't lose her to him because of these hidden skills I don't think she knew he had, I have to have a man to man, to try to get some tips.
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Pub: Jan 03 2021 11:10 UTC
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