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Alyssa leaned against the counter and took a small sip of the deep red wine in her glass, savouring the flavour on her tongue before swallowing with a tiny sigh of appreciation. It was a Saturday night; the hectic pace of the past work week was well behind her, and the next one was far enough away still that she wasn’t bothered by it quite yet, so she was deeply in relax-mode. At the moment she was listening absently as her husband, Ben, recounted a humorous story for their dinner guests, her best friend Nick and his wife Jane.

God, just looking at him filled her with such love and lust that her mouth watered and parts of her body tingled in anticipation. She laughed along with everyone else when he reached the punch line and roused enough energy to push away from the counter in order to help him start clearing the table and loading the dishwasher.

Ben couldn’t help but notice that the bright red material of Alyssa’s dress clung to every delicious inch of her curvy body, riding high on her thighs and low over her breasts as she moved competently around the kitchen stacking dishes and wiping up after their dinner. He had to bite back a low groan when she bent over the table to reach some of the unused cutlery and that lovely dress slid another inch higher and closer to heaven. Her long, dark hair fell like a silky waterfall down her back and over her shoulder. He watched her toss her head in an unconsciously sexy gesture as she discussed the latest political situation with Nick, debating with him over the president’s latest decision of foreign policy. Ben noticed that she’d painted her lips the same bright red as the dress and then smeared them with gloss and he indulged himself in wondering just how that wonderful mouth would look wrapped around him later. Realizing that the stirring in his groin was only going to get worse thinking these thoughts, he cleared his throat and suggested that they all grab their drinks and head to the living room for a movie.

Nick was desperately glad that Ben had stepped in and suggested the movie when he had – he may have been best friends with Alyssa since grade school and his wife and her husband may have been in the room with them, but a man would have to have been dead for a year of Sundays before he was blind to the sexuality that Alyssa alluded with every breath. The red dress she had painted on for their casual night at home made his wife’s simple black dress look like a dowdy nun’s habit, and his mind didn’t have to work too hard to imagine what Alyssa had looked like under it. He’d grown hard as they’d argued over politics and he’d been free to look his fill as the dress slithered over her skin as she moved around the kitchen, a subtle perfume that smelled like sin following in her wake.

The two couples continued to talk and drink wine for several hours after the movie had finished, debating hotly about anything and everything that came to mind, laughing at every opportunity and just generally having an amazing night. When Jane yawned for the millionth time, Nick suggested that he and his wife retire to the guest bedroom upstairs. They stood as everyone said their goodnights and drank their last sips of wine, leaving the empty glasses on the kitchen counter on their way upstairs to bed.

Within moments, both Nick and Jane were dressed for bed and had exchanged a chaste, passionless kiss before flipping the lights off and crawling into bed, practically without speaking a word to each other. It wasn’t that Nick didn’t love his wife, because he did, but Jane was too sweet… too kind… too boring to illicit any of the hot, sweaty, painfully arousing fantasies that Nick had woven with Alyssa in mind. Being honest with himself, Nick admitted that he’d wanted Alyssa sexually since she was fifteen, he’d just never made his move because he hadn’t wanted to ruin the best friendship he’d ever had, and now it was too late – she was happily married to Ben and the two of them were even now probably going at it like a couple of rabbits. Damn it, but some men had all the luck! Nick drifted off to sleep, rock hard, with thoughts of Alyssa’s mile long legs wrapped around his waist and his thick cock pounding into her again and again.

*** *** ***

Ben smiled at Alyssa as she puttered around their living room in her bare feet, putting everything back the way it should be and humming to herself in a low, throaty voice – something she only did when slightly drunk. She was swaying her silk-hugged bottom in time with the low rock music coming out of the speakers and Ben had had about all he could take. He was starting to get hard again and all he wanted to do was get his hands on his wife. Hell, he wanted to get his fingers {i}in{/i} his wife. “C’mere Alyssa,” he called from where he lounged on the couch watching the show.

At the sound of his voice Alyssa tossed a sexy half-smile over her shoulder and continued to grind her hips in time with the music, staying just out of his rich, taunting her husband, enjoying the lust in his eyes as they raked over every inch of her body. “What do you want, Ben?” She asked, full knowledge in her eyes, but wanting him to say the words that never failed to make her hot.

“I want you. In fact,” Ben’s hand snaked out lightning-quick and snagged her wrist, tugging just enough to have her tumbling onto his lap, arousing him even further, “I want to fuck you.” He ran a hand into her hair and pulled her head hard towards him so that he could plunder her mouth, his tongue roughly imitating what he wanted to be doing with other parts of their bodies. His other hand ran up her body to clamp possessively over her breast, squeezing her through the thin material of her dress.

Alyssa moaned with pleasure and teasingly bit Ben’s lower lip, then soothed the tiny ache with her tongue. She could feel the strength of him through his shirt and began to idly play with the buttons, undoing them slowly.

Already hot for her, Ben nipped kisses along her jaw line and down her neck towards where the tops of her glorious breasts rose out of her excuse for a dress. His tongue trailed along the top of one as his hand continued to knead her other one. He found her nipple and tugged on it playfully, rolling it between his thumb and forefinger, enjoying Alyssa’s moans and gasps, annoyed when she pulled slightly away.

“Ben, we can’t. Jane and Nick are upstairs. They might hear us.” She flushed a little. She wasn’t ashamed of her sexuality, but she knew that Jane would be mortified if she woke up and heard them in the throes of passion.

Ben laughed lightly and pulled her back to him for a kiss, “We can and we will have sex in our own house whenever we want. Who knows, maybe Jane would want to join.”

Alyssa laughed deeply at the absurdity of that one, but gave up her protests, which had been weak at best. The truth was, she was hot, she was wet, and she was already too horny to want to put a stop to the pleasure he was giving her. She let out a long, low groan as Ben slid his hand up her inner thigh and pressed his palm to her wetness, surprised and turned on by the fact that she wasn’t wearing any panties.

“God,” Ben gave a choked laugh, “If I’d known at dinner you weren’t wearing panties I would have had you bent over the table before the second course!” He slipped a single finger inside her and shuddered when she tightened around it.

Alyssa sighed as he shoved another thick finger inside of her, stretching her, pleasuring her, “Then it’s a good thing you didn’t know, ‘cuz you might have shocked out guests.” She was squeezing down on his fingers as they moved in and out of her quickly, his thumb rubbing over her clit, slicking it with her own wetness. Alyssa was melting around Ben’s magic fingers, spasming in tight jerky motions every time his thick knuckles slid in and out of her, brushing agonizingly over her swollen, tender clit with each stroke. Alyssa just tipped her head back and panted desperately as she rode his fingers hard and fast like she would his cock when they were done, and had to bite on his shoulder to keep from screaming out loud when the first orgasm ripped through her system.

After she’d recovered her breath, she ripped the shirt from Ben’s shoulders and started on the snap of his jeans, already rubbing his swelling groin through the denim, pouting her lips as she thought about taking all of him into her mouth. At the same time she was fighting with his clothes, Ben was fighting to get his wife out of her red dress without ripping it. After much too long the two of them managed to slide her out of her second skin and her naked body was exposed to Ben’s hungry gaze. Her large round breasts swelled with arousal, her nipples perked and pointing in his direction, begging for his attention. Her long, lean torso was tanned golden like the rest of her and silky smooth. Ben’s gaze went lower, and he felt his mouth water when he looked at her shaved pussy as she straddled him, her entrance hovering teasingly above his hardened cock, its head already glistening with pre cum.

“Do you want to fuck me now, Ben?” she asked in a husky, sex-filled voice.

In answer, Ben speared up, impaling Alyssa on his swollen member roughly, even more turned on when she laughed and tightened around him. She rose on her knees on the couch to get better leverage, drawing her bouncing breasts within easy reach of his mouth. Ben closed his mouth around one hot peak and sucked deeply, nibbling on it, laving at the nipple with his moist tongue. His hands slid around her body and down to her ass to get a better grip and force her to ride him harder, faster, to take more of him into her hot, dripping pussy.

*** *** ***

Nick awoke from his fitful fantasies with the same raging hardon he’d gone to bed with, and a sexual ache so low in his stomach he thought he was about to explode all over the sheets if he didn’t release himself soon. Deciding that turning and taking his wife in the middle of the night in a house that wasn’t theirs would only freak Jane out, and knowing that masturbating in the bathroom wouldn’t be nearly as satisfying as being inside of a woman, Nick tried to mentally urge it down. He lay in the dark for several moments with no luck, the erotic images of a naked Alyssa bucking wildly against his body in pure passion was still too fresh in his mind.

Thirsty from all the effort, he slipped out of bed, adjusted the loose grey jogging pants that rested on his hips, rubbed his erection absently and decided to go down to the kitchen to see if he could at least get a nice, stiff drink. He wandered into the kitchen, only semi-aroused now, his hair rumpled from sleep, and his chest bare. He was just about to tug the fridge door open when he heard the distinct sounds of muffled moans and the wet, sucking sound that accompanies wild sex. The sound of sweaty flesh rubbing against sweaty flesh and the little sounds of delight that Alyssa was making in the back of her throat nearly undid Nick right there and then. Holy shit, he thought, I can’t believe I’m hearing this! I shouldn’t listen. I should go back upstairs and pretend none of this ever happened…

But the instant Nick heard Alyssa’s slightly sleepy, wholly aroused voice ask, “Do you want to fuck me now, Ben?” all rational thought drained out of one head and pumped hot blood into his other one. He nearly soaked the front of his pants just from hearing that vulgar word used by his beautiful Alyssa. He stroked himself through the cotton of his pants, unable to help himself now, and stepped closer towards the living room, careful to stay in the shadows.

He looked around the corner of a wall just in time to see a gloriously naked Alyssa rise onto her knees on the sofa, her legs straddling Ben’s hips and open wide to his avid gaze. Nick stroked himself harder and admired the perfection of her breasts, the darkened nipples hardened so much he was sure she was experiencing that exquisite pleasure-pain that good sex sometimes brings. As he watched, Alyssa ran one hand over breasts, tugging at her nipples to release some of the pressure before she gave a little cry of frustration and thrust them wantonly in her husband’s face, biting her lower lip when he sucked one swollen nipple deeply into his mouth.

When her small, warm hand came around to cover the base of Ben’s shaft and guide him into her slick wetness, Nick nearly groaned with frustration at not having her hand and then her tight, wet pussy clamped around {i}him{/i}.

Nick watched, transfixed, as Alyssa rode Ben at a mind-numbing pace, muffling her cries of excitement as best she could, running her petite hands all over both their bodies, searching for the most pleasure, the most fulfillment. When the pace grew so intense, and the climax inside of her was clawing its way out Alyssa gave into a last deep, throaty moan and heard it echoed by Ben as he finished right with her, coming inside of her in several quick bursts that she milked out of him the best she could. Just as the couple on the couch was finishing, so was Nick from his hiding place in the kitchen. He hadn’t been able to control himself, so he had stroked himself to completion in unison with their orgasms, and he’d came all over the wall he hid behind. Before he could stop it, a satisfied groan slipped through his lips. By the frantic and startled gasps coming from the living room, he knew Alyssa had heard him.

*** *** ***

Alyssa’s entire body felt like melted wax under Ben’s stroking hands after they’d climaxed together and she was sure that as soon as the two of them could rouse enough energy, they’d pleasure each other all over again. They were that insatiable. But all her contentment was shattered when she heard a low, distinctly male groan come from the kitchen. She gasped in shock and bolted upright, feeling Ben’s now limp cock slip out of her with a quiet slurping sound as she jumped to her feet and tried vainly to hide her naked body behind her hands as her startled eyes met Nick’s guilty ones across the room.

“Oh god, Nick! What the hell are you doing down here?” She asked in shock, her voice still husky from the sex.

Lamely Nick shook his head, trying to form coherent thoughts, when all he could think of was how amazing Alyssa looked after she’d been pleasured; her skin warmed and flushed as blood rushed to the surface, the nipples of her heavy swollen breasts still perking upwards, the slight abrasions on the inside of her thighs where Ben’s 5 o’clock shadow had rubbed mercilessly during a bout of hot oral pleasuring… “‘Lys…. I don’t know what to say…”

Alyssa tried to hold on to her shock, her anger, but the way that Nick’s hard gaze continued to rake over her naked body as if trying to memorize every inch of it, started to arouse her again. Ben, who had been silently contemplating every angle of this situation since Nick had entered the room, just said her name softly and tugged Alyssa once again to sit on his lap, but this time she was facing Nick, her back nestled against his chest.

“Ben…” she started to protest, but her husband just shushed her quietly.

His hands stroked soothingly over Alyssa’s shoulders, back and arms, but his eyes never left Nick’s face. “What do you think of my wife, Nick?” His hand stroked lazily under her arm and across her ribs to gently cup her left breast, his thumb absently caressing her distended nipple.

Nick shook his clouded head, unable to imagine why Ben hadn’t leapt off the couch and started pounding on him already. If anyone had seen his wife this way, Nick would have killed the man first and then regretted it later. Nick’s eyes were drawn involuntarily to where Ben’s hand lay possessively over Alyssa’s creamy breast and the saliva in his mouth dried up. God! What he wouldn’t give to be the one holding her like that!

“I asked you a question, Nick,” Ben said again, enjoying his role as mediator between his own fantasies and those that were obviously running through Nick’s own mind. He’d wanted to see Alyssa with another man or woman for years now, wanted to know how she’d react to the pleasure that other people could bring her. He kissed the side of Alyssa’s neck and felt her shudder of response. “What do you think of my wife?”

Nick had to clear his throat before he could speak, aware that his previously spent cock was hard again and eagerly starting to poke out the waistband of his loose-fitting pants. “She’s beautiful. A goddess.” He managed to choke out.

Ben gently moved Alyssa’s hand away from where it modestly lay covering her shaven sex, and nudged her legs open a very little bit, sliding his warm hand slowly up and down the inside of her thighs. When she tried to clamp around his hand to prevent this intimacy in front of Nick, he merely nudged her open again. “Do you want to fuck my wife Nick?” Ben asked in that quiet way of his. “Because I think you do. I think you’ve fantasized about her for years.” His voice was soft, seductive, and just a little dangerous. “Why don’t you come a little closer, Nick?”

Nick’s feet had obeyed Ben’s words without Nick being aware of it. He stood right in front of the couple, his erection stirring hungrily in his pants at his nearness to his adolescent fantasies fulfilled. His hand reached out involuntarily to run over Alyssa’s main of dark hair, playing with the tips of it, lifting it away from her breast so that he could see them unguarded.

In that silky, smooth voice of his Ben said, “If you want to fuck her, you have to tell me, Nick. You have only to say the words and it can become a reality. She’s already turned on by this little display, aren’t you babe?” He caught her earlobe between his teeth and continued to slide his finger up and down her wet slit, using her own juices to lubricate her taut nipples. Alyssa’s only response to Ben’s question was a deep, throaty moan.

“Just think Nick,” Ben continued in that same tempting tone of voice, “You could have your cock in my wife, you could be pounding yourself into her sweet, tight little hole if only you’d just say the words. She’d probably be really grateful to you, too. And when she’s feeling particularly grateful, Alyssa gives really great head. I’m talking truly world-class blowjobs.” He smiled as he felt the response of his wife’s body, heard her tiny gasps as his words weaved a fantasy in her own brain.

“I…” Nick trailed off. Alyssa was so hot, so seemingly ready, but he wasn’t sure she truly wanted him. He wasn’t sure she wasn’t just being seduced by Ben’s voice and caresses into taking part in both men’s fantasies.

But then Alyssa looked up at him with wide eyes that burned with hunger and need, a lust for him he’d never seen in his own wife’s eyes. “Please Nick,” she whispered quietly.

That one, pleading word undid all the control he was fighting for and the truth came tumbling out of his lips, “God I want you. I’ve wanted to fuck you since we were fifteen years old. Even tonight, while Jane was in the room, all I could think about was bending you over the fricking counter or having you straddle me in my chair and riding me until we were both mindless. I want to fuck you. I want to come inside you and hear you moan for more.”

More turned on than she’d ever been before in her life Alyssa reach out and grasped Nick’s wrist, bringing his hand up to her mouth. She licked her lips in anticipation, then kissed the tip of his middle finger, then slid her tongue all the way from his fingertip to its base. She laved at the base of his finger for a moment, then sucked the length of his finger inside of her mouth in a parody of the act he was clearly thinking about. All the while, Ben’s hands never stopped pleasuring his wife, his thumb rubbing quick circles around and around it, never giving her the full contact, the full fulfillment she craved so desperately. She’d never been this horny, this frustrated, this anxious for anything in her whole life. She discovered that the stirring of Ben’s cock against her ass, and the not-so- steady sound of Nick’s breath pushing too quickly through his lips was an aphrodisiac like no other. She found that she liked the thought of her husband watching her, encouraging her to fuck Nick in front of him, for his pleasure of watching as much as her pleasure in the doing.

Ben patted Alyssa’s ass and then urged her to move off of him so that he could get up and give the new couple a little more space. He walked across the room, poured himself another glass of wine and took a seat in his favourite easy chair, intending to enjoy the coming show to its fullest. He stroked himself with one hand as he brought the glass of wine to his lips with the other.

Nick couldn’t believe what was happening to him, but he couldn’t bare to pinch himself in case this whole fantasy-come-reality wasn’t really real. Alyssa stood in front of him now, her petite frame seeming even smaller next to his height. Without a word, but with a low hum of appreciation deep in her throat, she tugged his cotton pants down around his ankles and waited patiently while he stepped out of them altogether. Nick’s cock was slightly longer and much thicker than Ben’s was, and the contrasts between the two parts interested Alyssa enormously. She was already wet just thinking about how Nick would feel inside of her, stretching her more fully than she’d ever been stretched before.

His hands reached out to lightly touch her hips first, and Alyssa thought she’d nearly come out of her skin at that slight touch alone it was so foreign and wonderful. Then he skimmed his fingers in a slow trail over every inch of her body he could reach while standing, learning every curve and dip and pleasure point he could. He wanted to draw the pleasure and raw sexual tension for both of them and for Ben, who was watching silently still, his breathing a little more laboured after watching their initial reaction to each others’ touch.

Both of Nick’s hands came up to squeeze and knead at Alyssa’s round breasts, lifting them to feel the weight of them in his palms, tweaking her nipples to increase her pleasure. He slowly bent his head and drew the nipple of her right breast into his mouth, hungrily nibbling, twisting, pinching, anything to illicit the hot little gasps she wasn’t able to control. He felt Alyssa shudder once, then twice as she rose in a first quiet climax.

Her right hand clamped around him so hot he nearly came right there before he was able to control it. Her hand moved along his shaft with purpose, spreading the pre cum that dewed the top of his cock along its whole length, massaging it into his burning skin. She ran a cool fingertip along the slit at the head of is penis then covered the entire head with her palm, massaging him gently to a painful arousal. With her left hand she rolled his balls, giving them attention as well, loving the feel of them jerking and swelling in hand, imagining how it would feel when he unloaded into her tight hole.

“Fuck, I’m wet!” Alyssa moaned, finally breaking the quiet spell that had fallen over the living room. Instinctively she moved her hips, grinding them towards Nick’s hands as she continued to work on his pulsing rod with her own silky soft hands. Nick ran a palm over her shaven mound, thrilling in the smoothness. He trailed a fingertip over her swollen clit, already able to feel the hot, wet damp of her arousal. When he failed to give her what she wanted, Alyssa moaned in frustration and pressed her hand over his, guiding him until he had two fingers deep inside of her, her eyes nearly rolling into the back of her head as he flicked them back and forth quickly inside of her. She was about to scream with pleasure, but Nick’s mouth covered hers aggressively, thrusting his tongue in and out of her, mimicking the motion and speed of his fingers. When she sucked on his tongue and nibble on his lower lip, she drove him wild wondering what that hover-vac of a mouth could do on other parts of his anatomy. God! She was a thousand times hotter than anything he’d ever imagined. A thousand times tighter and more aroused.

When Alyssa’s face flushed, her breathing grew ragged and her moans became screams, she finished her second orgasm of the night with Nick and decided it was time to up the tempo a little. Alyssa walked over to the couch and bent over its back, her sweet ass lifting in perfect temptation for Nick. She looked at him over her shoulder and gave him one hell of a come-hither smile, licking her lips sweetly in anticipation. “I want you inside of me Nick,” she told him in that throaty, sex-filled voice of hers. “I want your thick, hot cock fucking me hard from behind. I want to feel you slam into me, your balls smacking my ass…”

She didn’t get another word out as the picture her words had created sprang to life in Nick’s mind and his patience broke, mounting her with a fierce passion, ramming into her so hard he shocked an excited cry out of her. Alyssa could do nothing but absorb the sensations as his thick head, lubed with his hot pre-cum slammed into her over and over again. The feel of his long, thick cock pushing in and out of her almost violently, the knowledge that this was not her husband who was banging her into blissful oblivion, made her even wetter. She could feel her juices running down around the long length of him, making his each stroke into her tight hole only more pleasurable. Alyssa swore she could feel every vein and ridge on his cock as he pounded into her.

Nick couldn’t believe his luck. The woman of every fantasy he’d ever had in his entire teen and adult life was right now leaning over the back of her couch, moaning his name and bouncing back against him like a wanton little whore, exciting at the slurping sounds the two of them were making as they came together and then slid apart, even as her own husband watched and jerked off to them. Nick hadn’t been able to be gentle with her, and he was sure that her hips and breasts would bear marks from his rough touch, a strangely exciting thought to him. She was so amazingly tight that Nick had almost come after his first stroke into her. God she was hot!

“Oh god Nick! Oh god!” She cried in wild abandon now, not even trying to be quiet anymore. Her senses were reeling to fast and too hard for her to care that they might wake Jane up. “Fuck me! Oh dear god! Nick, fuck me!”

Her words undid him more than anything. His grip on her hips tightened, “Oh shit, Alyssa. I’m coming… I’m fucking going to come. Stay with me!”

Alyssa felt his cock jerk and twitch inside of her, she felt the pressure of his balls as they contracted and released, and she moaned like a little slut as he shot load after load into her throbbing cunt. When he was done, and he rested exhausted, his limp cock still inside of her, her body still bent over the couch, he trailed kisses down her back and reached around her to fondle her firm, sweet tits appreciatively.

When Alyssa began to stir sleepily, a smile as content as the cat that ate the canary crossing her face, Nick picked her up and carried her around to the other side of the couch and sat down with her on his lap. “How was that, baby?” he asked into her ear, running his tongue around the outside shell of it.

Alyssa practically purred as she ran her hands lazily over her own body, lingering on her now tender breasts before sliding slowly to rest between her legs. The insides of her thighs were damp with her own juices, her pussy lips swollen and achingly sensitive to her touch. “Mmm… That was incredible.” She forced herself to open her eyes and smiled at Ben who still had his hand firmly stroking his cock. “Did you enjoy watching us, baby?”

Her husband merely smiled and gestured to her to come over to him. As relaxed and fluid as liquid, she gave Nick a last hot, wet kiss before sliding to the ground and crawling on all fours over to the chair that Ben reclined in. She ran her hands up and down the outside of his thighs before reaching up to wind them around his neck, pulling him down so that she could kiss him senseless, pressing her warm breasts against his chest, rubbing him with them for good measure. “God! I think I’ve created a monster. You’re insatiable!” he groaned out when she merely licked her lips and snuggled into him. But Ben’s eyes crossed and his breath backed up in his lungs as his wife started the next act.

“Did I mention that I was grateful to you for this little idea of yours, Ben? Like, really grateful?!” Her eyes gleamed in the semi-darkness of the room.

Alyssa ran the tips of his nails lightly up the inside of Ben’s thighs, back and forth, slowly drawing out the anticipation, her eyes holding his gaze intently before they slid down his body to fix on his already throbbing cock as it swelled under her attention. She brushed both her thumbs lazily up the entire length of him, her pressure feather-light, arousing him fully with barely any effort. Her hands still working torturously slowly on his member, Alyssa began to plant light kisses along his thighs, the hair there tickling her slightly. She ran her tongue around his navel and down along his treasure trail teasingly, careful to draw out the anticipation she could feel humming through Ben’s tense body.

Alyssa rested her cheek on Ben’s thigh, her lips only inches away from her ultimate goal. She licked her lips hungrily, but forced herself to go slowly even though all she wanted was the feeling of her husband’s thick cock swelling in her mouth. Patiently she ran smooth fingers over his balls, cupping them before squeezing them gently and massaging them with her thumbs.

“Thata girl,” Ben groaned as his hands ran into her hair, his fingers tangling it, then brushing it off of her face, clearing the view so that Nick could see and appreciate everything Alyssa was doing to him from across the room. He tipped his head back and closed his eyes, nearly coming out of his skin when Alyssa’s hot little tongue touched him for the first time. With one hand in her hair and the other one making long, lazy strokes along her jaw, down her neck and across her shoulders, Ben greedily urged her lips to make fuller contact, practically begging for what she would give him.

Nick could barely believe his eyes as he watched Alyssa arouse Ben to the point of what had to be an almost painful erection. God he was so turned on by all of this. What he wouldn’t give for her hot, wet mouth to be sucking him off right now. But even still, he loved to watch her body, the way her back arched as she bent over Ben’s lap, the way she wiggled her ass in his direction, raising it enough for him to see her swollen, dripping pussy. God, she had a mouth like a Hoover Vac and the body of a pin-up, what more could a man ask for?

Alyssa moaned deep in her throat anticipating the pleasure she could bring Ben, loving the power she had to arouse and torture. She pressed her breasts against his legs, running her nipples wantonly against him, turned on by the contrasting feel of them against his hair. Finally she gave into her desires and ran her wet tongue along the entire length of him, from base to head, thrilling in the shudders and moans she could draw from him. She was murmuring things to him now, dirty, hot little phrases that only increased their pleasure as she ran hot, open mouth kisses along the sides of his manhood. She licked up and down his shaft teasingly before swirling her tongue around his head, running it over his slit. His hands grew desperate in her hair as he fought to possess her mouth more fully. He grunted with satisfaction when he felt her take him all the way into her mouth and as far down her throat as it was possible for him to go.

Alyssa moaned like a little slut as she sucked hard on his rock-hard cock as he continued to deep fuck her throat, straining and grunting with the effort to find his own pleasure. Alyssa could feel her who body flush with the exertion of pleasuring her husband, she could feel her juices dewing and beginning to drip down her inner thighs. Deciding to tease him a little, Alyssa let his head slide from her mouth with a satisfying pop. She slid her fingers between her own legs and into her wetness then rubbed her juices in long, slow motions up and down his cock, her mouth always hovering just enough above his member that it never made contact. The possibility that he could ram his manhood into the warm, wet cave of Alyssa’s mouth and the feel of her breath as it panted out of her in short gasps drove Ben wild. When he couldn’t stand it any longer, he surged upwards with his pelvis and guided her face down with the hand in her hair at the same time. He groaned triumphantly and he slid all the way into her, touching the back of her throat. She stroked him with her hand in unison with her mouth, the tight “O” of her lips sucking the most pleasure she could from him.

Nick couldn’t take it anymore. The sight of his best friend giving the blowjob of a lifetime to her husband on the floor in front of him was just too much. The sight of her lips as they strained around Ben’s cock, the jiggle of her heavy breasts. The wet sounds of sucking and slurping as Alyssa noisily continued to deep throat Ben was painfully arousing. When Ben’s eyes opened to meet Nick’s and he smiled a smile of pure invitation, Nick didn’t wait for him to offer again.

He slid to the floor and came up behind Alyssa, her mouth still latched happily onto her husband’s cock. Nick drew her farther back and onto her knees, spreading her legs wider and running a large arm around her waist, caressing her flat stomach with one hand as he gripped his hard cock in the other hand and positioned it to plunge into her, filling her fully from behind once again. The moan that escaped from Alyssa vibrated in her throat and nearly had Ben coming at once.

The feeling was absolutely indescribable. The sensation of having two cocks buried deep in her hot little body, one at each end, both stretching her fully, was the most arousing thing she’d ever felt before in her life – something she wanted to experience again and again for as long as the two men could last.

Nick slid his massive cock knob in and out of her tight little passage teasingly, drawing out their pleasure, forcing her to push her ass back at him and open her swollen pussy lips wider, begging him for release of her own. She wanted to come and she was impatient with it. When Nick finally thrust all the way into her, Alyssa reared up, Ben’s dick falling from her lips, dripping a bit of pre-cum down her chin. Alyssa reached up to drag Ben’s face down to her to kiss while Nick pounded into her from behind, leaving possessive bruises on her hips as his fingers dug in for purchase. Ben could taste himself on her lips as he fucked her with his mouth, guiding her hand to wrap around his dick for a handjob.

The excited moans coming out of Alyssa’s hot little mouth, the nearly breathless gasps were music to the ears of the men she was fucking like a fifty dollar whore. Ben, impatient with the kissing, guided Alyssa’s head back to his lap, moving his hips with the steady sucking rhythm she set, shallow fucking her mouth as Nick pounded into her from behind, grunting her passion and satisfaction after each thrust. He felt his balls begin to tighten and jerk, his cock begin to twitch as she tightened her pussy muscles around the length of him expertly.

“Oh god! ‘Lys, I’m coming. I’m going to fucking come again! That’s it baby, take me. Take me all in. Show me how you like it!” Nick could feel sweat pop out on his forehead as he fought for his pleasure, twisting her hard nipples between his thumb and forefinger as he rammed into her over and over and over again from behind.

Alyssa moaned happily around Ben’s cock as it filled her mouth, and followed Nick into his orgasm, squeezing every drop of cum out of his cock, practically screaming as the pleasure ripped through her. As Nick’s thick rod pulsed inside of her, emptying himself over and over again into her tight little hole, she knew she’d found heaven. There was something incredible about having a man come inside of you when you had yet another man’s cock in your mouth. Alyssa could feel the wetness sloppy within her and loved every second of the sensation as she continued to suck off Ben wantonly.

Nick, a dazed but pleased expression on his face eased out of Alyssa’s wonderful body and dropped back onto the carpet, exhausted, as he listened to the sounds of the fucking still going on. God, Alyssa was an animal! Like the freaking Energizer bunny – she’d just keep going… and going… and going.

“C’mon baby. That’s right. That’s my baby,” Nick could hear Ben’s breathless and excited voice coaching Alyssa as she sucked him, her lips and tongue teasing every bit of pleasure out of him she could. Ben couldn’t hold on any longer as he watched Alyssa’s beautiful face slurping at his hard rod and felt her silky soft hands jerking him off, he knew it was time. He didn’t even bother to warn Alyssa, knowing how hot coming in her mouth usually made her. He felt his cock twitch, jerk twice in warning them shot load after load of come down her throat which she greedily sucked at it and swallowed it al down. Ben groaned loudly after his completion and then dragged Alyssa onto his lap, spreading her legs and finger fucking her until she came for the final time.

When she was sated, Alyssa curled sleepily against her husband’s chest, loving the well-used feeling of her body as his hands stroked her soothingly, as his voice murmured endearments in a low voice into her ear. Before she knew it, she was sleeping easily with her arms twined around his neck, her butt snuggled into his lap, his cock now resting easily against her ass cheeks.

“Well… that was fun.” Ben stated with a cocky grin splitting his face as her ran his hands lightly over the bruises Nick had made on Alyssa’s hip. “We’ll have to invite you over for dinner more often!”

Nick just chuckled deep in his throat, running a hand over the heart that was still pounding in his chest to fall lazily against his abdomen, close to his spent but well-pleasured cock, “God! I think that was the best dessert I’ve ever had!”

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