Witches' Brew

"Ugh," thought Perry.

It was Halloween and already he had given out a bowl and a half of candy to trick or treaters. Now his friend, Mike, wanted him to go to some Halloween party. He should have seen that coming. Halloween was on a Friday this year. So not only were the usual little costumed kiddies out in force but the adults were going to want to party too.

It wasn't that Perry hated Halloween, it was just that he didn't feel up to it this year. He had just broken up with his girlfriend, well not just, it was three months ago but he was still not over it and he just didn't have that Halloween spirit. He wasn't a spooky, scary, things go bump in the night kind of guy. In fact he was looking forward to Thanksgiving so he could get together with his family and get some of his grandmother's famous pumpkin pie with a crap ton of whipped cream. He had no clue how his night was going to turn out.

'Sorry Mike. Can't go out tonight. Think I might be sick. Next time!' Send text.

"Ahhh," thought Perry, "Now I can just chill and ..."

He had no idea what he could do. Sitting in the house seemed nice but he was restless. Which was funny because he just blew off a chance to go out with his buddy. But he didn't want to go "out", but he felt cooped up inside.

"I'll go for a little walk," he thought.

Perry lived in an apartment building in the suburbs. It was in a good area and he considered himself lucky to be able to afford a place like it on his salary. One of the best parts was that it was close to nature and close enough to the highway that you could get into the city easily if needed but still feel like you were away from the big city hustle.

One of the things he enjoyed doing was walking in the wooded area by his apartment. There was a nice little pathway and it felt good to connect with nature. He didn't usually walk there at night but the moon was full and he figured he was in a safe enough area; besides he could take care of himself if need be.

He walked outside and pulled the collar up on his jacket. He reached in his pocket for his car keys. It was just a short drive, short enough that if you wanted to take a good hike you could walk but that kind of defeated the purpose of walking in the woods. Once there, he parked the car and got out.

"Hmmm. Empty," he thought.

Not that it was that unusual. It was night time. Not like 3 am at night time but still you aren't going to have a playground full of kids with their mom's pushing them on the swings. He checked his pockets to make sure that he had his phone.

"I'm crazy, not stupid," he thought.

He walked to the woods. Immediately he felt at ease.

"Yes, this is what I needed," he thought, "Touch grass and all that."

Walking in the woods at night was different than in the daytime. The trees just felt closer. There were things moving around outside of your vision, sharing the night with you. He felt a comfortable aloneness. It was easy to imagine that you had the whole forest to yourself. The moon shone bright enough that he didn't need a flashlight and he walked the familiar path easily. It seemed that his senses expanded with the night. He could hear better, and his vision was more acute. He could smell the fresh damp earth and a bit of smoke in the air.

"Wait, there shouldn't be smoke in the air," he thought.

He walked towards the smell, careful not to make much noise. He figured it was just some teenagers doing something stupid but he wanted to be careful. As he got closer he could hear voices, female voices.

"A couple of girls up to no good," he thought. "Gawd, I sound like my parents."

He got close enough that he could hear them pretty clearly and could see the glow from the fire. Staying in the shadow he peeked into the clearing. There in the clearing were two women dressed in black standing around a big black cauldron that hung over a log fire. One was a short white woman, kinda round, grey hair with streaks of black. The other one was a tall white woman, thin with long blonde hair. He would guess the shorter one was in her sixties, while the younger one was late to mid twenties.

"What the hell?" he thought. "What are two grown women doing out here cooking at night?"

He inched a little closer so he could hear what they were saying.

"What a perfect night for potion making," said the younger looking woman.

"A full moon, All Hallow's Eve and I got a pair of black sparkly shoes half off online and they fit!" said the older one.

"Did you bring all the components?"

"Of course. Eye of newt and puppy dog tails are in the bag."

"Very funny Katrina," said the younger one.

The older woman, Katrina, cackled. No, really she cackled, not laughed, not chortled, cackled.

"Just hand me the bag," said the younger one. She didn't cackle. She didn't even crack a smile. Perry was beginning to like the older one better.

Katrina handed the younger one the bag of what I assumed were ingredients or "spell components".

"You know, Barbara, the spell requires the 'juice of a succulent fruit'," said Katrina, a smirk on her lips.

"And 'seed of a toadstool' but we don't have that do we?" asked Barbara, stirring with vigour.

"You don't need seed of a toadstool, especially if you aren't looking to catch toads. The spell will be fine without it," said Katrina.

Barbara rolled her eyes.

Katrina started to unbutton her blouse. She wore a simple black blouse with a black skirt and black shoes, she was wearing a couple of thin silver necklaces with a silver pendant attached to one.

"I hope you didn't 'forget' the toadstool just so you could fuck me out here," said Barbara.

They were both wearing all black but Barbara had on black leather pants and black high heel boots. Her only jewellery were a couple of silver rings, one on her thumb with a polished red stone and the other a simple band on her ring finger.

"Honey, I've known you far too long to need to forget components in order to fuck you. I legitimately tried finding someone for seed of toadstool but there simply were no suitable options. I swear dating apps are the work of Satan himself."

By this time Katrina had her blouse off and was taking off her bra, also black. Barbara unzipped the back of her leather pants and started to shimmy them off. Perry couldn't believe his luck. It looked like these two women were going to fuck right in front of him. He did think it was a bit strange that they were going to do it outside and with a big cauldron boiling but he didn't think too much about it. Two women were going to fuck in front of him! So much better than giving out Halloween candy.

Katrina was topless and working on taking off her skirt while Barbara was just in her bra and panties. Perry took the opportunity to compare the two women. Outside of the age difference, Katrina was the bigger of the two physically, that included her boobs and ass. While they weren't perky they were both nice and round. He had no clue about bra or panty sizes but he knew they were bigger than usual and actually quite pleasant to look at. His ex had been pretty average in boob size and kinda flat in the ass area. He sighed. Here he was about to see a real life porn scene and he kept thinking of her. He thought that was pretty pathetic.

He turned his attention to Barbara. She was taller than Katrina and toned. Her breasts were definitely smaller, a C size if he had to guess, half a grapefruit is what he would say. Smaller than his ex but not by much. He sighed. He'd just have to live with not being over her yet. Anyway Barbara's ass was bigger and more toned than his ex. He didn't consider himself much of an ass man, or a boob man to be honest, but he could see himself being smothered by those cheeks with a smile on his face.

Katrina and Barbara were naked now and Perry was ready for the action to begin. Katrina walked over to Barbara and kissed her, putting her hand behind her head. Perry had assumed that Barbara would be the more assertive one based on what he had seen of the two but it seemed that Katrina was more in control. He heard a soft moan from Barbara as Katrina's kiss got harder and she pressed her body closer. Barbara moved her hand down Katrina's body and then up her back.

"Fuck," said Barbara.

"Yes, that's part of the plan," said Katrina.

"Shut up," said Barbara with a smile, "I forgot how good a kisser you are."

Katrina kissed her again, her tongue moved inside Barbara's mouth. Her lips pressed tightly as she circled Barbara's tongue with her own. Her body pressed tightly against her as the heat built between them. Barbara moaned again as Katrina started kissing the base of her neck. Her hands moved up and down her back, following the generous curves of her body. She reached for her full breasts, her fingers searching and finding her nipples. She pulled and twisted them causing Katrina to hiss and moan loudly.

Barbara kissed Katrina hard. Her legs entwined around hers as she began to grind and slide up and down her thigh. Katrina grabbed her hair and pulled her head back kissing and sucking on her neck.

"Time to get things started," said Katrina.

She stepped away from Barbara, who was now panting with desire, and came back with a folded blanket and folding chair. She put the folded blanket on the ground and opened up the chair and sat on it with her legs spread.

"You know what to do," she said.

Barbara knelt between Katrina's legs and began placing small kisses up her inner thigh all the time looking up at her. She moved up higher and higher up her thigh until she was just about to kiss her pussy and then she'd go to the other thigh and start over again. After doing this a couple of times she'd kiss just above her pussy, a quick peck, almost chaste before moving to the opposite thigh. Her hands were by her side as she just used her lips, kissing there and there along her thigh.

Perry could almost see Katrina's pussy getting wetter from across the clearing, though in reality it was just his imagination he was sure but the scene was just so hot. Katrina's hands were busy as she touched herself, cupping her full breasts, pulling her nipples, rubbing over her belly and sides, up her chest and even over her arms. It was too much for Perry and he had to free himself from his pants. Hell, if they can do what he was looking at then he could whack off in the bushes. Hell, he was already as hard as a rock.

Barbara was licking Katrina, her tongue moving up and down the length of her pussy. Katrina had her eyes closed and head back, moaning as Barbara ate her out. Barbara started to suck and lick harder as Katrina's hips started moving.

"Yes suck my pussy. Eat me out honey. Eat my pussy good," moaned Katrina.

Barbara started really sucking on her pussy, taking her clit into her mouth. She slid two fingers inside her and started working them in and out. Katrina started bucking her hips in time with Barbara's fingers. Then Barbara stopped and started to kiss her way up Katrina's body. She kissed her neck, whispered something in her ear and then stepped away from her and into the shadow.

"What the fuck?" asked Perry, watching as Barbara disappeared from view. "It was just getting to the good part."

However Katrina wasn't about to let Barbara's exit keep her from enjoying herself. Perry's attention was back on the clearing as Katrina used her fingers to rub over her pussy. Up and down over her glistening lips then sliding a finger in and up. One hand on her pussy the other over her full breast, pulling her rigid nipple.

"Fuck that's hot," whispered Perry.

"Glad you like it. You're going to get to see much more," said Barbara from behind him.

"Oh shit," said Perry, caught with his pants literally down.

"Indeed," said Barbara arching one of her well manicured eyebrows. "Come with me."

Perry thought about running. He pulled up his pants and followed Barbara into the clearing.

"Well, well, well," said Katrina continuing to rub her pussy, "What have we here?"

"A Peeping Tom," said Barbara.

"The name is Perry," said Perry, and then slapped his forehead. "They didn't need to know that," he thought.

"Well Perry," said Barbara, her voice dripping with contempt, "it looks like you'll be joining us in our potion making."

"I, I, don't know anything about potion making," stammered Perry. There was something intimidating about Barbara up close. Intimidating but also wildly erotic.

Katrina chuckled. "I like this one Barb."

"You would."

"I heard that," said Katrina, "Don't mind Barbara there. She's just upset about losing her lover; he was a normie like you."

Barbara hissed and Perry jumped back. Katrina, however, didn't seem fazed.

"You don't have to know anything at all honey. In fact I think you'll rather enjoy it," she looked at his crotch, "Oh yes, I think you'll enjoy it very much."

Perry looked down. In his haste to pull up his pants he had forgotten to do up the zipper, and not only was he still quite hard, it was very noticeable. He could feel himself blushing. He was standing in a forest clearing with two naked women, fully clothed but he was the most nervous and uncomfortable one there.

"You might as well take those off honey," said Katrina waving at his clothes, "You're not going to need them for a while. I assure you, we'll keep you nice and warm." She giggled, low and throaty.

Perry put one arm across his chest and his hand over his crotch, crossing his legs.

"What?"

"Get naked Peeper!" commanded Barbara.

"Barbara! That's no way to get our friend here in the mood."

"He shouldn't even be here," countered Barbara.

"No, he shouldn't. You set the wards around the area, yes?"

"Yes," replied Barbara sheepishly.

"And yet, here Perry is." Katrina smiled over at Perry in what he could only describe as matronly. A sexy, naked, matron; which for Perry was quite disturbing.

"He shouldn't be," Barbara said, all but pouting. "You know me Katrina. My spells are good, those wards are tight. And he was spying on us! And masturbating! You should have seen him pulling on that big fat cock of his."

"Oh?" asked Katrina, one eyebrow arched.

Barbara crossed her arms under her breasts and kept her mouth shut.

"Well, Perry dear, let us see this 'big, fat cock'. Don't make me come over there and yank your pants down. Or would you like such a thing?" said Katrina.

"Oh for fucks sake," said Barbara.

She stepped in front of Perry and grabbed his shirt pulling up. To Perry she smelled of wildflowers. Strangely sweet and soft compared to her demeanor. He again took notice of her body, her breasts firm upon her chest, her nipples, a pink rose color, half erect, matching the color of her lips, eyes blue like the deepest winter ice.

"I'm sorry for your boyfriend. That seems rough," he said.

"He didn't die, you idiot. We broke up," said Barbara, tugging at his jeans.

"Oh. I know how that feels. I broke up with my girlfriend too. It sucks."

"You don't know shit about anything." She got his pants undone and pushed them, along with his underwear, to the ground. Perry's cock sprang up, proud and erect.

"You know what? You need to chill the fuck out Barbara," he said. He grabbed her by the neck and kissed her hard.

She was shocked as his lips met hers. Her mouth opened and his tongue slid in. She blinked several times before kissing him back. She pulled him in, sucking on his tongue. His arms wrapped around her, his hands gliding up and down her back.

"Whooo hooo! Look at you two! Save some of that for the spell though." yelled Katrina.

They jumped back from each other, both of them blushing a bit.

"Sorry," apologized Perry.

"Umm yeah. Nice cock," said Barbara, she reached out and gave it a little tug.

"Okay, let's get this potion started. I've added a few ingredients seeing as we have our new *ahem* volunteer. Barb, can you get the air mattress and pump and we'll collect the final bit."

"You brought it? I'm surprised seeing as it was just going to be us," said Barbara. "You didn't arrange for our friend here did you?"

"No, no. I just like to be prepared. Honestly, I don't know where Perry came from."

"I live around here," said Perry.

Katrina patted him on the cheek. "You're cute but shut up. This is witches' work. Here, drink this."

Perry sniffed it, shrugged and drank it down. "Blech!"

"That's a good boy. That'll help you with your contribution."

"What am I supposed to be contributing?" asked Perry.

"Seed of a toadstool."

Perry looked puzzled.

"Cum. The potion requires male and female cum. You'll be providing the male cum. And judging by the toadstool you're sporting you'll do fine in helping produce the female cum too."

Katrina cackled.

"So you want me to jerk off into a pot?"

"Oh no. We've got a much more fun way. You're going to fuck me and Barb and we'll gather the seed from that."

Perry stood there with his mouth open. He couldn't believe what he had just heard. He closed his mouth. Then he opened it again.

"Oh sweet boy," said Katrina caressing his cheek, "Don't you want to fuck two horny witches beneath the full moon?"

"I do," said Perry, "especially you. But these sort of things don't happen, especially not to me."

"It is tonight," said Katrina.

She leaned up and kissed him. Perry put his arms around her and leaned into her kiss, moaning in her mouth. She tasted like peppermint and he swirled his tongue around hers. He wanted to devour her. She felt different from Barbara, she was soft in ways and places Barbara wasn't. With Barbara it was intense, a super nova explosion, with Katrina it was like being dipped in lava, a heat that burned throughout you. You were going to be consumed by pleasure either way.

"Are you sure we're going to need the mattress?" asked Barbara walking up with her arms full.

Perry blushed but kept his arms around Katrina.

"Unless you want to fuck on the ground we are," said Katrina.

Barbara put the mattress and air pump on the ground.

"I checked the wards while I was getting the stuff. We won't be disturbed."

A look passed between Katrina and Barbara.

"Perry, honey, do you know how to inflate an air mattress?" asked Katrina.

"Sure. Put your lips together and blow," said Perry.

Barbara laughed.

"Yeah, I know how to blow up an air mattress," replied Perry.

"Good, can you inflate it for us?"

"Sure."

He walked over and unrolled the air mattress and hooked up the pump. Katrina motioned Barbara over and put her arm around her waist. She whispered in her ear and kissed the base of her neck. Perry was fiddling with the pump and didn't notice.

"That should do it. The mattress will be pumped up in no time and ..." said Perry then he noticed the women.

Katrina and Barbara were now making out and kissing passionately. Perry sat back and watched them, his cock getting harder with each second. Katrina had Barbara's breast in her mouth, her tongue swirling around her erect nipple. Barbara moaned, raking her fingers through Katrina's hair, and lifted her breast to her hungry nibbling. She pushed her down into the chair and knelt between her thick thighs.

"Oh fuck," said Perry.

They didn't even hear him, they were so engaged with each other. Barbara was now licking Katrina's pussy, long licks up and over her pussy lips. Katrina had her legs spread wide looking down at her as she did, her hands in her hair, over her shoulders. She put her hand on the back of Barbara's head keeping her firmly between her legs as she let out little moans of pleasure.

"The bed is ready," said Perry.

Barbara and Katrina continued their love making. Perry walked over and tapped Barbara on the shoulder.

"The bed is ready if -"

Barbara turned and took his stiff cock into her mouth.

"Oh shit," breathed Perry.

Barbara bobbed her head up and down his cock taking him fully into her mouth. Katrina bent over and started to kiss and lick her neck and shoulders.

"Fuck," said Perry.

He reached over and rubbed his hand over Katrina's shoulder and upper back. She grabbed his wrist and pulled his hand to her hanging breast. Barbara reached her hand over searching for and finding her other breast, tugging at her nipple while continuing to suck Perry's cock. Perry was bent over trying to keep his hand on Katrina's breast while keeping his cock inside Barbara's wet mouth.

"Let's get on the mattress," said Katrina.

"Huh?"

"The mattress. We're moving to the mattress," said Katrina to Perry.

"Okay," said Perry, not moving as Barbara continued to suck his cock.

"I got this," said Barbara.

She grabbed his hips and moved him back, while her mouth never left his organ. Once he was near the air mattress she pushed with one hand while grabbing one of his ankles and yanking. Perry tripped and fell flat on his back on the mattress.

"Let's get on the mattress," said Barbara.

Katrina laughed.

"That'll do it," she said.

She walked on her knees and straddled his head facing his feet. Perry lifted his head and dragged his tongue between her lower lips.

"Mmmm yeah," said Katrina. "Come on and eat my pussy."

Barbara straddled his hips and took a hold of his cock. She lowered herself on to it, taking his entire length inside her.

"Oh gawd that's good."

Perry moaned and arched his hips up burying himself even deeper inside her.

"Keep licking Perry," said Katrina, wiggling her hips, rubbing her pussy over his lips.

Perry continued licking her pussy, and reached up to rub over her legs and then down to rub over Barbara's legs and hips. Barbara was facing Katrina and they leaned forward to kiss each other. Perry continued touching each of them as he ate Katrina's pussy. Barbara rocked her hips moving up and down on his thick hard cock. Katrina moaned into Barbara's mouth, touching her breasts, rubbing her thumbs over her erect nipples.

Throughout the clearing the sounds of moans, grunts and heavy breathing filled the air. Barbara's moaning got louder as she bounced faster on top of Perry. Katrina's fingers danced across her clit as she rushed towards orgasm. Suddenly she stiffened and she let out a long loud moan and Perry thought he could almost make out words within her moan. As she climaxed her pussy squeezed and released his cock, almost like a milking action, causing all thought to leave his mind as he pushed his hips up and his cock exploded inside her. He came so hard it was like stars exploding behind his eyelids, he almost could have sworn he saw constellation patterns. He tried to scream but they were muffled by Katrina's pussy. He felt Barbara roll off of him. Katrina lifted herself off of his face.

"Hurry, Barbara baby. Get me off," she said.

Barbara came from in front of the cauldron and stuck two of her fingers inside Katrina while kissing her. She moved her fingers back and forth, you could tell by the sound how wet she was. Katrina was panting and making high pitched moans.

"She's coming," said Perry.

Barbara shot him a look that said no shit Sherlock louder than words.

"Get the cup," moaned Katrina.

"Cup?" thought Perry.

Barbara put the cup under Katrina's pussy just as she threw her head back and screamed. This time Perry was pretty certain he heard words in her scream as she squirted as she came; most of it going into the cup.

"Wow," said Perry.

"You're still up," said Katrina, a little surprised.

"Well parts of him," said Barbara smirking, "He's fading though. I suspect he'll be out in a matter of minutes."

"Impressive. Did you get the *ahem* seed into the potion?"

"Yes. And while not as impressive as his staying awake, the methods were quite enjoyable."

"I'm sure," said Katrina and she patted Perry's cheek.

"What the fuck is going on here?" thought Perry as a big yawn escaped his lips.

Katrina and Barbara stood around the cauldron.

"I'll just put my head down for a second and then I'll ask," thought Perry as he put his head down on his arms.

Perry woke up.

"What? Huh? What the?"

He was in his house, on his couch. It was morning.

"No way. No fucking way!"

He looked around. How did he get here? He checked his clothes. Yes, the same clothes. He grabbed his phone. He hadn't recorded anything on his phone. Of course he hadn't.

"That was not a dream. This is not a dream," he said to himself.

He went out and checked his car.

"Wait, where are my keys?"

He checked where he usually put them. Not there. He checked his jacket. Not there.

"Okay, that's weird. I know I had my keys."

He saw them on the little table in his living room next to the couch. Next to his keys was a bottle. He was certain he hadn't put that bottle there. He picked it up and looked at it.

"Love potion #69?"

There was a note under it.

This is a bottle of love potion #69. Use with caution. It won't make someone fall in love with you but it can't hurt.

XOXO

Barbara & Katarina