Sue and I have been friends and lovers for several years. One of the best things about our relationship is the fact that we’re not afraid to share our fantasies with one another. One night while we were talking, Sue told me about a dream she had. In her dream, she and I were in the back of an SUV having sex while our friend, Phil, was driving us around. Although I didn’t ask, I couldn’t help but wonder if it was really a dream or if she was hinting around that she wanted to do that.
Sue has always been a bit of a voyeur and exhibitionist, so I knew if I was able to make that “dream” happen, she would go along with it. Of course, I also wondered if this was her way of suggesting a threesome with Phil.
Before I continue I need to tell you about Sue. She is a beautiful woman who recently turned 40. She is 5’4″ tall and weighs approximately 145 pounds. Her shoulder length brown hair frames a pair of chestnut brown eyes and an infectious smile that never seems to leave her face. Sue’s smile was the first feature that I noticed about her and I’ve seen it disarm many an upset customer at her office. Her typical wardrobe does not do justice to her figure, which I consider to be very shapely. When I first met Sue, she had the biggest breasts that I had ever seen in real life. At that time (4 years ago) she was a 36-F! Several years ago she had surgery to reduce them, and now she is a 36-D. Despite the reduction in size, her breasts still garner lots of attention.
My friendship with Phil goes back many years. We were in the military together and worked together during some very tense situations around the world. If there is one person in the world I’d trust with my life, it is Phil. Because our actions and mannerisms were so much alike, and our last names were so similar, people used to refer to us as “twin brothers.” The irony is that physically we could not be more different. I am a 5’9″, 145 pound, Caucasian male with brown hair and blue eyes. My “twin” brother Phil is 5’7″, 165 pounds, keeps his head shaved bald and is black. Nevertheless, I always think of Phil like a brother and would willing do anything I could for him.
A few days later I called Phil and we had a long conversation about Sue’s “dream.” He told me that he was more than wiling to help me make it happen, but that we would need to make sure we worked out all the details so that nobody would get hurt. We discussed all the possible scenarios that could evolve from this, everything from Sue getting cold feet and backing out to things escalating to a full-blown threesome. I assured Phil that I was okay with all the possibilities, and that my main concern was that Sue not feel pressured to do anything she wasn’t really and truly comfortable with. Not surprisingly, he and I were right on track with our thoughts and concerns. Having addressed the best and worst-case scenarios, I put the wheels in motion to make Sue’s fantasy come true.
On Monday, I called Sue at work and asked if she would be able to meet me for a few hours the following week. Since it was two weeks before Christmas, she said she could tell her boss that she needed to finish up some shopping and take the rest of the afternoon off. We agreed to meet the following Tuesday. I told her that I would pick her up in front of the main entrance to the mall and drive over to my hotel to spend the afternoon together.
When Tuesday finally rolled around, I called Sue at her office to make sure everything was still okay. She told me that it was and she would be in front of the mall. “Don’t keep me waiting out there too long, it’s freezing out.”
I glanced over at the television screen and saw that it was only 36 degrees out. I smiled and said, “Baby, a little cold won’t hurt you. Besides, I thought you liked the cold.”
“I do, but I still don’t want to be standing outside any longer than I have to.”
“Okay,” I said, “I’ll be there at exactly 12:00.”
“Okay sweetie, see you then.”
Phil and I met in the lobby as planned and walked out to the parking lot. Phil had managed to rent a Ford Excursion SUV with tinted windows all the way around. From the outside it was almost impossible to see into the vehicle. The only way to see inside was if the sun was shining through and you were on the opposite side. Even then you could only see faint silhouettes of the occupants inside. I knew this was perfect for our little ride. We folded the second row seat down and left the third row up. By doing this, the driver would be able to see everything that was going on in the back, and it also created a large play area between the driver’s seat and back seat.
Traffic was surprisingly light, so we arrived at the mall about 15 minutes ahead of schedule. While we waited we put the final touches on our plan. Barring any unexpected problems, Sue was in for a very memorable afternoon. Right at noon I saw her walk out of the mall and start looking around for my car. Because of the temperature, she was wearing her black, knee-length leather coat. I quickly jumped into the back of the SUV and told Phil to drive up to her. We pulled up in front of the mall, and I don’t think she even gave the SUV a second glance. She was still searching for my car. I opened the rear passenger door and said, “Hey sexy, do you need a ride?”
She looked over at me and said, “What the…?”
“Quick, get in before anyone sees you.”
Sue crawled into the SUV and I closed the door. As soon as the door closed, Phil accelerated away. Because we weren’t in a seat, both Sue and I tumbled backwards towards the third seat. Phil started laughing and that was when Sue realized he was driving.
“Phil! Are you trying to kill us?”
“Nice to see you too, baby girl.”
Sue crawled forward and gave him a hug and a kiss on the cheek. “What are you doing up here? I thought you were still in Texas?”
“My company just sent me up this was on some business. And Rick said he needed my help with something and you know I can never turn down my ‘twin’ brother.”
Sue looked back at me and asked, “Help with what?”
I just smiled and her and said, “Well, you once told me about a dream you had and…”
Sue’s jaw dropped and she said, “Did you tell him about…oh god, you did!”
Sue’s face turned red when she realized that I had told Phil about her dream. For a moment I thought she might kill me, but then she brushed her hair out of her face and smiled at me. I had managed to work my way back to the third row seat and had gotten comfortable. I looked back at her and said, “You know that Phil and I talk about everything. Besides, I couldn’t very well pull this off without him. I figured this was the perfect Christmas present for the woman who has everything.”
Sue looked at me and said, “Baby, that was a fantasy I shared with you. I’m not sure I could actually go through with it. I just…”
I could see that Sue was uncomfortable with what had developed so I tried to ease her fears. “Sweetie, there is nothing to worry about. I just thought that you might want to play out your fantasy. But if you don’t, that’s okay. I’ve always told you that I’d drive eight hours just to spend five minutes with you. And today is no different. It’s no big deal. We are three friends that are going to have lunch together. It doesn’t have to be anything more than that, okay?”
Sue smiled at me and said, “And you’d be okay with that?”
“Of course.”
“Phil,” Sue started, “are you mad at me?”
“Of course not Baby girl. It’s just like Rick said, we’re three friends going to lunch.”
Sue still had her leather coat on, but since we had the heat on ‘high’, there was no need for it. She leaned forward and, with my assistance, removed her coat. I folded it up and set it off to the side. I saw that she was wearing a long sleeve, button down shirt and a pair of her favorite low-rise jeans. This time of year she likes to wear boots, and today was no exception. She had chosen a pair of black, zippered, calf-length leather boots with a low heel. Once she was comfortable, she joined me on the backseat, sitting to my left. Phil had managed to get out of the mall parking lot and was now merging onto the highway.
“God, you guys are so good to me,” Sue said as she hugged me.
Because we only see each other every other month or so, I always spend the first few minutes we’re together just absorbing how beautiful she is. As we hugged I inhaled deeply, taking in the mixture of her various scents. I could smell the shower gel she used, her shampoo, and the perfume she was wearing. All combined it made for a very heavenly aroma the seemed to fill the back of the SUV. After our hug, Sue let out a loud sigh, sat back, and leaned her head back against the seat. I leaned over and whispered into her ear, “I hope you’re not mad at me. I was only trying to help. By the way, do you know how much I love you?”
She looked over at me and smiled. “Yes, I know. And you know that you are not playing fair,” she said.
I know from experience that Sue gets very aroused whenever someone whispers into her ear. It does not matter who is doing the whispering or what they are whispering about. Just the simple act of whispering will cause her nipples to harden instantly and goose bumps to appear on her arms. On several occasions in the past we would be at her office when one of her female co-workers would come in and need to tell her something private. Rather than ask me to leave, they would lean down and whisper the information to her. I always got a chuckle out of watching her response to the innocent act. I could see the hair on her arms stand on end and, depending on the top she was wearing, see her nipples stiffen. So, as I whispered into her ear, my intent was not to force her to do anything she didn’t want to do, but I also didn’t want her to later regret a missed opportunity.
I leaned in close again and whispered, “Nobody said I had to play fair. And you don’t have to do anything that you don’t want to do. Just sit back and enjoy the ride.”
I shifted my position a little and lightly traced my tongue along the edge of her ear. I heard her moan softly as I gently sucked on her ear lobe. “Baby,” she whimpered, “you know what that’s doing to me.”
“Yes,” I whispered, “I know. Do you want me to stop? Just tell me to and I will.”
“Do you promise to stop if I ask you to?”
“Absolutely.” I flicked my tongue against her ear lobe again and then retraced the previous path around the outer edge of her ear.
Sue turned to face me and kissed me. As our lips met, she sensuously slid her tongue into my mouth in search of mine. Our tongues met and dueled for control. I reached over with my right hand and ran it along her body, starting at her waist and working it up to her breasts. As my hand moved over her chest, I discerned that she wasn’t wearing a bra. I also confirmed that her nipples were hard. She moaned softly as my hand passed over her tits.
She broke the kiss and looked at me. As I looked into those sexy eyes of hers, I saw a woman who was becoming more receptive to the idea of playing out her fantasy. She looked towards the front of the SUV. I wasn’t sure if she was looking out the windshield or just lost in deep thought. After a few moments, she turned to face me and started kissing me again. I eagerly returned the kiss and it wasn’t long before we were making out hot and heavy on the backseat. Sue leaned down and whispered, “Can Phil see what we’re doing?”
I glanced up and saw that he had turned the rearview mirror so that he had an unobstructed view of us. “Yes, he can see everything. Do you like the thought of that?”
“You know I do.” We resumed kissing and I felt Sue slide her hand down towards my cock. At the same time I slid my right hand underneath her shirt and slowly moved it up until I touched her left breast. She jumped slightly when my thumb grazed across her hard nipple.
“How long will it take us to get back to the hotel?”
“That all depends on how long you want it to take. We can ride around as long as you want, or we can go straight there.”
“Umm, well I’m definitely not in a hurry.”
During one of the many discussions we have had in the past, Sue once commented to me that she always enjoyed extensive foreplay, especially the “dry hump.” I knew from experience that I could make her cum just by kissing her and grinding my crotch into hers. By now Sue had maneuvered herself so that she was straddling me and she was grinding her pelvis against mine. As we were kissing, I began unbuttoning her shirt. It only took a minute for me to get her shirt completely unbuttoned. As soon as I did, I opened her shirt and looked at her breasts. Since her reduction surgery, she has been more willing to go without a bra. I reached down and traced my finger around the edges of her half-dollar sized areolas. As expected, her nipples were as hard as little pebbles and sticking out. I leaned down and gently sucked her left nipple into my mouth.
“Oh geez…you are driving me crazy. That feels so good.”
“It’s supposed to baby,” I said.
Sue’s hips were in constant motion, moving back and forth as well as side to side. As I continued to kiss her I pushed her shirt off of her shoulders and down her arms. She was now completely topless in the back of an SUV. I could see Phil smile as he saw Sue’s shirt come off in the rear view mirror.
Sue leaned back and brushed her hair out of her face. I knew she was very aroused because her cheeks were flushed a deep red. I leaned forward and started sucking on her nipples again as she continued to grind into me. I reached down and unbuttoned her pants, but she stopped me before I could go any further and asked, “Just what do you think you’re doing?”
“Just trying to be helpful,” I replied.
“Sure you are. If you had your way I’d be naked all the time.”
I started rubbing her tits again, concentrating on both of her hard nipples. She leaned down and started kissing me hard, as she resumed grinding her pelvis into mine. I had a suspicion that she was getting very close to her first orgasm of the day. I continued to play with her tits as well as kissing her lips, ears, and neck. She was very turned on, and I had no doubt that her pussy was probably soaked. My suspicions were confirmed about two minutes later when Sue said quietly, “Oh baby…please don’t stop. I’m gonna cum.”
“Say it again so Phil can hear you.”
In a louder voice she said, “Please don’t stop…I’m going to cum.”
Even though I couldn’t see him, there was no doubt that Phil heard what Sue had said. I continued sucking and kissing her nipples as she rode me. A moment later she arched her back, tensed up, and pressed her pelvis hard against mine an orgasm rocked her body. Her breaths were coming in short gasps as she lay on top of me. After a minute or so she looked up at me and said, “That was incredible!”
“Yes it was, but I believe you’ve got some unfinished business here.”
Sue reached down and felt my hard cock through my jeans and said, “Yes, I do.”
She moved down and quickly unbuttoned my jeans. My cock practically popped out at her and she wrapped her hand around it and started to stroke it. I always enjoy the sensation when she puts my cock in her mouth, and today was no different. Feeling her warm lips closing around my shaft was unbelievable. Slowly she took more and more of my cock into her mouth. Thanks to her previous performance, I knew it wouldn’t take her long to make me cum. I made eye contact with Phil in the mirror and he just smiled at me. I knew things were going well, but I wanted stir them up just a bit more.
“Sue, are you wearing any panties?”
She looked up at me and replied, “No, not with these jeans. They’re too low-cut.”
“Good. I want you to unzip your jeans and pull them down so Phil can see your pussy and ass.”
She looked at me for a moment and said, “Are you serious?”
“Yes, baby, I am. Is that a problem?”
She looked down at her exposed chest and said, “Why not?”
She sat up and unzipped her jeans and pushed them down to her knees. I could see that Sue had trimmed her pubic hair a little closer than the last time we were together. In fact, she had shaved most of it off except for a small ‘landing strip’ patch. When she saw me looking she smiled and said, “Well, what do you think?”
“Very nice job of landscaping,” I replied. She then leaned forward and resumed sucking my cock.
“Phil, how’s the view from there?”
“Damn brother, it just got a whole lot better! Sue, you’ve got a very nice ass.”
“Thank you sweetie, I’m glad you like it.”
“Yes, I do! As a matter of fact, how about bringing that ass up here so I can see it up close and personal.”
Still on her hands and knees, Sue backed up towards the front of the vehicle. When she felt her ass against the front seat she stopped. Phil reached back between the two front seats and lightly rubbed her ass for a moment. Sue jumped slightly when she felt his hand on her ass. That was the first time he had ever touched her in any sexual way other than a friendly hug. He then he ran his index finger in between her legs. She moaned when she felt his finger playing with her pussy.
“Damn Rick, do you know how wet she is?”
“Brother, I do know how wet she gets. Just wait until you get a taste of that.”
Sue smiled at my comment and said, “You guys are driving me crazy.”
“Speaking of driving, I’d better concentrate on the road more.” Phil put both hands back on the steering wheel and Sue crawled back between my legs and continued sucking on my cock. She was incredibly turned on and she was sucking and stroking my cock like there was no tomorrow. I knew that it wouldn’t be long before she made me cum.
I reached up with my right hand and took a handful of hair and pulled lightly. “You know you’re about to make me cum, right?”
“Um hmm.”
“You enjoy using your mouth to make men cum, don’t you?”
“Um hmm.”
“Are you going to swallow my cum?”
She pulled my cock out of her mouth for a moment and said, “You know I am. I love the taste of your cum going down my throat.”
“Tell Phil what you’re going to do.”
Sue looked over her shoulder and looked at Phil through the rear view mirror. “Phil, Rick’s going to cum in my mouth and I’m going to swallow it.”
“Damn girl, you are so making it hard to concentrate on the road!”
“Well don’t get into an accident. It would be hard to explain to the police why you had a naked girl in the back of your truck.”
Phil laughed and said, “Maybe, but I’m pretty sure we could negotiate our way out of a ticket.”
Sue turned back towards me and continued to suck my cock. With the combination of her mouth and hands, I knew it wouldn’t be long before I came. She sensed my approaching orgasm and sucked even harder. I bit my lip as I came, filling her mouth with my semen. Not surprisingly, Sue’s mouth never left my cock and she swallowed every drop.
“Damn,” I panted, “I think my toes have gone numb.”
Sue let my cock slip out of her mouth and looked up at me with those innocent eyes. “Did I do okay?”
“Baby, you know you did much better than okay. Come up here.”
Sue crawled up so that she was sitting next to me on the seat. She reached down as though she was going to pull her pants up, but I stopped her. “Maybe I should drive now.”
Sue looked at me and smirked, “Maybe you should.”
Without even hesitating I yelled, “Phil, pull over. It’s my turn to drive.”
Phil looked over his shoulder at me and said, “Are you serious?”
“Yeah brother, I’m sure. Pull over as soon as you can.”
It only took a couple of minutes for Phil to find a break in traffic that let him change lanes so he could pull over onto the shoulder of the highway. Once he was stopped, he shifted into “Park” and turned around in the seat facing Sue and I. Sue was sitting with her legs slightly apart, and lightly running her fingers across her pussy.
I crawled up towards the front seat and said, “Brother, I wasn’t kidding when I told you that you had to have a taste of that pussy. I’ll drive to the hotel, you enjoy yourself.”
Phil needed no further encouragement as he quickly slid out of the driver’s seat and jumped into the backseat area. I got into the drivers seat and turned around to watch Phil and Sue get things started. Phil was running his hand along Sue’s leg, from her knee to just below her hip.
Sue looked at Phil and asked, “So, what do you have in mind?”
I’m going to take Rick’s advice and sample that pussy. Is that okay with you?”
“Oh yeah, that is so okay with me.”
“Well, first we need to get a few things out of the way.” Phil reached down and unzipped Sue’s right boot and slipped it off. He then pulled her jeans off of her right leg. Now that her legs were free, Sue leaned back against the seat and spread them wide for Phil. Next, she reached down with her right hand and spread her pussy lips apart.
“Are you going to lick me here,” she asked?
Phil didn’t say a word. He lay down on his stomach and went to work on her pussy. As soon as Phil’s tongue touched her, Sue moaned softly.
Tearing my eyes away from the scene in front of me, I turned around and put the SUV into “Drive” and pulled back into traffic. I adjusted the rearview mirror so that I had a good view of the show. Sue was now rubbing her own tits with her right hand and while her left hand was resting on the back of Phil’s head.
“Oh…you two are most definitely ‘twins.’ You both definitely know…how to eat pussy. God that feels so good!”
Phil looked up and said, “It tastes good too. Rick, you were right. I could eat this pussy for hours.”
“I told you brother. Consider it an ‘all-you-can-eat buffet’.”
Phil wasted no time in burying his face in Sue’s pussy. I could see that Sue was enjoying herself. She was slouched back in the seat with her legs spread wide as Phil continued his assault with his tongue. After a few minutes had passed, I looked at Sue in the mirror and asked, “Baby, are you still enjoying yourself?”
“Oh yeah. Phil…definitely has some skills…in how to eat pussy.”
“And you doubted me?”
Sue started to say something, but moaned loudly. I looked at her in the mirror and asked, “Are you okay?”
“Yes…I’m fine. Phil is just…driving me crazy. He’s got two fingers…in my pussy and he is sucking on my…clit.”
“Phil, I think you may be in the zone.”
“This is a zone I could stay in all night. This pussy tastes good.”
The aroma of sex filled the interior of the SUV. I decided to add to Sue’s torment just a little, so I rolled down both rear windows about 1/3 of the way. Cold air quickly filled the SUV and Sue’s nipples responded immediately.
“Hey,” she cried, “that’s cold!”
“Sorry baby, it’s getting a little warm up here. I hope you don’t mind,” I said with a smile.
Phil looked up and said, “I agree, it’s getting a little hot back here too.”
Rather than argue, Sue reached down and grabbed Phil’s head and pushed it back into her pussy. Phil got the hint and resumed his task. He was still finger fucking her pussy as his tongue slid along the length of her slit. As he flicked his tongue against her clit, she started to squirm around more.
“Phil, if you…keep that up, you’re going…to make me cum.”
“Do you want to cum baby girl? Do you want me to make you cum?”
“Yes…I want to cum. Make me cum right now!”
Looking in the mirror it appeared as though Phil was licking constantly and he had at least two fingers buried inside her pussy. Sue was playing with her own nipples, pulling and tugging them away from her body. The combination was driving Sue crazy.
“Phil, I think…I’m getting ready…to cum. Please…don’t stop. Oh geez…I’m cumming!’
Sue thrust her hips up, trying to maintain as much contact with Phil as possible. She also had her hands on the back of his head, trying to keep his tongue in contact with her pussy.
As the show unfolded behind me, I discovered how challenging it was to drive with a major hard-on. I could only imagine that Phil was suffering from the same problem. Fortunately we were only a few minutes from the hotel.
I glanced into the rearview mirror and saw that Sue was sitting back with her eyes closed. I looked over my right shoulder and saw Phil resting on his elbows as he allowed Sue a moment to catch her breath.
“Hey, we’re almost to the hotel. Sue, you may want to put something on or you’ll be cold when you get out,” I said.
Sue sat up and reached down to find her jeans. As she slipped her right leg back into her pants and pulled them up she asked, “What did you do with my shirt?”
Phil picked up her coat and held it out for her. “Here you go. Just slip this on until we get upstairs.”
Sue looked at Phil for a second before saying, “Oh, what the hell. Nobody will know the difference.”
I pulled up in front of the hotel and stopped at the front doors. “Why don’t you two head inside while I find a place to park this beast?”
As he opened the door Phil asked, “Rick, you want us to wait for you in the lobby?”
“No brother, you two head on up and pick up where you left off. I’ll be up a soon as I get parked.”
“You sure,” he asked?
“Absolutely. It might take a few minutes to find a spot and I’d hate to waste a minute of our time together. I’ve got your extra room key, so I’ll let myself in. Just enjoy yourself.”
Phil closed the door and he and Sue disappeared through the front door of the hotel. I drove around to the side of the building looking for a parking spot. About halfway down the row I found a spot. I parked and got out of the truck. After locking the doors, I walked into the lobby of the hotel. I sat down in the lobby and watched the television, deliberately stalling. I wanted to give Sue and Phil a few minutes to pick up where they left off.
As Rick drove off, Phil took Sue by the arm and led her into the hotel. Even though she was partially dressed, Sue felt like everyone in the lobby was staring at her. She hadn’t bothered to button her coat; instead she was holding it closed by folding her arms across her body. She couldn’t help but wonder if they knew what she had been doing in the SUV? As they stopped in front of the elevators, Sue looked up and saw that both elevator cars were at the 15th floor. She also noticed that the elevators doors were a highly polished and she could see her and Phil’s reflections as though they were standing in front of a mirror.
Phil was standing behind her and reached around her to push the call button. He then gently grasped each of her arms and pulled them down by her sides. Sue gasped softly as her coat opened slightly. Looking at her reflection she could see a three-inch gap open, revealing that she was not wearing a shirt under her coat. Even though you couldn’t see her breasts, anyone coming off the elevator would know that she was topless underneath her coat. Sue felt her heart racing as she watched the elevator numbers decrease. She also noticed that she had a familiar throb and wetness between her legs.
Phil leaned down and whispered, “Are you okay?”
Sue started to respond, but jumped when she heard the familiar ‘ding’ of the elevator car signaling its arrival. She held her breath as the doors opened. She was relieved to see that the interior of the elevator was empty. They quickly entered the car and Sue walked to the rear and turned around. Once doors closed, Phil pushed the button for the ninth floor. He then stepped in front of Sue and backed her into the corner. He was so close that she could smell her own womanly scent on his face. One of the things that really turned her on was having Rick kiss her after having his face buried in her pussy. She loved to taste herself on his lips. Phil leaned down and kissed her hard, probing her mouth with his tongue. At the same time his hands came up and pushed her coat open so he could rub her tits. She moaned loudly as his hands found her hard nipples. He broke off the kiss and leaned over so that his mouth was right next to her ear. He whispered, “Are you ready for an hour or so of me and Rick?”
Sue immediately realized that Rick had told Phil about whispering into her ear. “Oh yeah, I’m ready.”
“I’ll bet your pussy is really wet right now just thinking about what’s going to happen.” As he was whispering, Phil continued to run his hands over her tits, paying particular attention to her nipples.
Before Sue could reply, the elevator doors opened. Phil took her by the hand and led the way down the hall, stopping in front of room 921. He found his room key slid it into the electronic lock. Once the lock clicked, Phil pushed the door opened and stepped aside for Sue to enter the room. He followed her inside and as soon as the door closed, he turned her around to face him. Without saying a word, he put both of his hands on her shoulders and pushed down. Sue immediately got the hint and knelt down in front of him.
Without a moment’s hesitation, he unbuttoned his pants and pulled his cock out. It was rock hard and he immediately pushed it into her mouth. Sue was initially caught a little off guard by Phil’s aggressiveness. He wasn’t being rough, just forceful enough to really turn her on. She didn’t think her pussy could get any wetter, but as he pushed his cock into her mouth she felt her pussy start to throb. It actually felt like she had peed her pants! Phil held Sue by her hair as he pushed his thick cock deeper into her mouth. Rick had passed on many tidbits of information about Sue, and one thing she enjoyed was being controlled.
Sue let out a loud moan as she sucked on his cock. She started to stroke his cock with her left hand and slid her right hand into her own pants. She wasn’t surprised to find that she was drenched. She quickly unbuttoned her pants so she had some room to work. She wanted to finger fuck herself while she enjoyed the cock in her mouth.
Phil reached down and pushed her coat off of her shoulders and let it drop to the floor, leaving her topless. He couldn’t help but admire the view from above as this beautiful woman knelt in front of him sucking his cock. He was determined to sample everything she had to offer before the day was done. He took a deep breath, pulled his cock out and said, “Take your clothes off and come over to the sofa.”
He kicked his shoes off and stepped out of his pants. Sue sat down and quickly unzipped her boots and slid them off. Her jeans quickly followed them. She stood up and looked over at Phil. He had taken a seat in the middle of the sofa, stroking his cock, which was pointed obscenely towards the ceiling. She walked over to him and stopped directly in front of him. Sue observed that Phil’s cock was about the same length as Rick’s, but it was slightly thicker. The biggest difference was that Phil has a lot less pubic hair than Rick. She also noticed that Phil’s cock had a large vein running along the left side, from the base to just below the plumb shaped head.
“Baby, it’s time for you to fuck me with that pussy,” he said.
“My pleasure,” Sue purred. Before she straddled him, she leaned down and licked his cock, from base to tip. As her tongue circled around the head, she could taste the pre-cum that was starting to leak out. After a few moments, she moved forward and straddled him while holding his cock with her right hand. She slid the head of his cock along her slit several times, getting it very wet. Then, without saying a word, she sat all the way down on his cock. The feeling of his cock burrowing into her pussy was unbelievable. She knew that if it weren’t for the fact that she had just had an orgasm in the car, she would have cum right there on the spot. Even with that, Sue knew that it probably wouldn’t take long to get there again.
As she felt her ass cheeks contact his thighs, she stopped to catch her breath. Phil quickly starting playing with her hard nipples, sucking on one, then the other. His hands were roaming all over her body, paying particular attention to her ass.
“Sue, your pussy feels like it’s on fire. It feels like molten lava in there.”
“Oh, believe me, it is. God, your cock feels so good!”
Sue started to slowly ride his cock. She was definitely in no hurry to rush this moment. Each time she rose up, she stopped just short of letting his cock head escape from her pussy before sliding back down. As she was riding Phil, she realized that she was facing the window, and the blinds were open. She seriously doubted that anyone could have seen into the room, but just the mere thought that they might was very erotic. Deep down she loved the idea of performing sexual acts in front of other people. On more than one occasion Rick had talked about taking her to a sexual club and having her perform in front of other people. She didn’t know if he was serious or not, but the mere thought of him doing that would always push her over the edge and cause her to have a mind-blowing orgasm.
She looked down at the parking lot to see if she could see Rick. She thought she saw the SUV, but she couldn’t see anybody walking around. About that time she felt one of Phil’s fingers slide across her asshole, which made her jump a little.
Rick introduced Sue to anal sex several months earlier, and ever since then she had become a big fan. He quickly figured out that the key for Sue was to go slow, be patient, and not rush into it. With the right preparation, she loved taking his hard cock up her ass. In fact, the last few times they had been together she had practically begged Rick to fuck her in her ass.
Rick had in fact passed this information on to Phil. Phil really liked the idea of pushing his cock into Sue’s ass, but he could never force her to do something like that. So, he just followed Rick’s advice and didn’t try to force anything. He just lightly grazed a finger across the opening a few times. Each time Sue would slide down his cock, he would spread her ass cheeks and lightly circle her anus.
Sue’s eyes were closed as she felt Phil’s finger playing with her ass. Her pleasure was interrupted by Phil saying, “Bro, I hope you don’t mind, but I just had to have some of this pussy.”
She looked over towards the door and saw Rick standing by the open door looking at them. One look at his face and Sue knew he was enjoying what he saw.
After waiting a very long 10-15 minutes, I took the elevator up to the ninth floor. I walked off the elevator and down to room 921. I put my ear up to the door and listened for just a minute. I didn’t hear much, so I used the key card to let myself in. The first thing that I saw was Sue’s coat, jeans, and boots on the floor by the front door. I also became aware of the aroma of sex. It seemed to permeate the air. As I looked around the room, my eyes fell on a very erotic image. Phil was sitting, naked, on the sofa. Sue, who was also naked, was straddling him, with his cock buried in her pussy. The contrast of their skin was the first thing that caught my eye. Phil’s dark hands were grabbing Sue’s ass, which was a creamy shade of white.
He looked up at me and said, “Bro, I hope you don’t mind, but I just had to have some of this pussy.”
Sue also looked over at me. I smiled and said, “You know I don’t mind a bit. You two seem to be enjoying yourselves.”
Phil laughed and said, “You have no idea. Are you enjoying yourself Sue?”
“Oh yeah! Rick knows how much I love riding a hard cock.”
I noticed that Phil had his hands on Sue’s ass. Every time she would slide back down onto his cock, he would use one of his fingers to tease her asshole. I had told him that if he takes and time and does it right, she’d be begging him to fuck her in the ass. I decided to make myself more comfortable in order to enjoy the show, so I quickly removed my shoes and undressed. I took a seat on the edge of the bed, which was opposite the couch. From here I had an excellent view of Phil’s cock sliding in and out of Sue’s pussy.
As Sue slid down his pole, Phil moaned and said, “Do you know how long it’s been since I’ve cum?”
“No, tell me.”
“It’s been over a week. My girl has been out of town and I haven’t jacked off one time. I’ve been saving it all for you.”
“My, my,” Sue purred, “that’s an awful lot of cum. I hope I can handle it all.”
Phil just laughed and said, “I don’t think that will be a problem for you.”
After a couple of minutes of riding Phil’s cock Sue asked, “Do you mind if I turn around?”
“Not even a little bit,” Phil replied.
As Sue stood up, Phil’s cock slipped out of her pussy. I could see that it was covered with pussy juice. Sue turned around with her back to Phil and straddled his legs. He reached up and put his hands on her waist to help guide her into position. Once she was in place she lowered herself down until his cock was buried inside her again. She resumed her previous rhythm, only this time she was looking at me as I stroked my own very hard cock.
I moved closer and knelt down right in front of them. I had an extreme close up as Sue fucked herself with Phil’s cock. As she pushed herself up, I could see his shaft coated with her pussy juice. This was the first time I had ever seen another man’s cock up close like this. I actually found it fascinating watching as Sue impaled herself on his penis.
“Baby,” Sue said, “come here.”
I stood up, walked closer and stopped in front of her. She leaned forward and grabbed my cock with her left hand and started stroking it. Then she guided my cock into her mouth and started sucking. I ran my fingers through her hair and said, “Hey baby, you’re having your first official threesome. Riding one cock while sucking another.”
Sue pulled my cock out of her mouth and said, “I can’t believe I waited so long to try this out.”
“Don’t worry sweetie,” I said with a smile, “we can make up for lost time.”
Sue resumed sucking my cock while she continued to ride Phil’s. After a couple of minutes I noticed that she seemed to be riding Phil a little harder. A few moments I heard Phil say, “Baby, I’m getting ready to pop!”
Sue let my cock slip from her mouth and said, “Oh, please do. I want…to feel you…cum in my pussy. I’m ready.”
I backed away and sat down on the bed to watch the rest of the show. Sue had both of her hands on Phil’s knees and he was gripping her around the waist.
“Are you sure you’re ready for this,” he asked?
“Yes! God, I’m sure! Please…fuck me…hard!”
Phil started really pulling her down onto his cock. It only took a few more strokes before he groaned loudly and pulled down hard on her hips, completely burying his cock inside her pussy. I could see his balls contracting has he emptied his load into her. She groaned loudly as he was filling her pussy with his cum.
Sue just sat there for a few moments, and then she lay back against Phil. “Wow, that was pretty intense. It feels like you shot a gallon of cum into me.”
“At least. We may need a towel to clean up the mess.”
“No, that won’t be necessary.” With that, Sue stood up slowly. Phil’s cock was covered with a combination of their juices. I saw a strand of cum connect them for a few seconds as she stood up. As soon as she was up, she turned around and knelt between his legs. She then leaned down and started licking his cock.
“Oh, shit,” Phil groaned, “she’s not…?”
From my position I could see Sue head bobbing up and down as she licked and sucked Phil’s cock clean. I knew I didn’t dare pass up this opportunity, so I knelt down behind Sue. She felt me between her legs and spread her knees apart for me. I held my cock in my right hand and slid it along her pussy, getting it nice and wet.
“Baby,” I asked, “are you ready for some more?”
She pulled Phil’s cock out of her mouth and replied, “Oh yeah, I’m ready. But it’s pretty messy down there.”
Without saying a word, I pushed my cock into her pussy as deep as I could. Between the combination of her juices and Phil’s cum, she was very wet. She moaned loudly as my balls slapped against her ass. I started to fuck her with nice slow strokes. Her pussy was soaking wet and making squishing noise every time I pushed my cock in. She resumed licking and sucking on Phil’s cock.
“Damn,” Phil said, “if she keeps this up I’m going to be hard again in record time!”
“Nothing wrong with that, my brother. You don’t mind if Phil wants to fuck you some more, do you baby?”
“Hmmm, not at all.”
After about a dozen or so strokes, I pulled my cock out and let it slide between the cheeks of her ass. My cock was very wet and slid easily between her ass cheeks. I slid it back and forth several times before pushing it back into her cunt. I reached down and dragged my thumb along the crack of her ass, stopping at her asshole. I lightly circled the opening, making sure it was nice and wet. As I continued to fuck her with my cock, I gently pushed my thumb into her ass.
Sue moaned softly and pushed back against my thumb. “Baby,” she gasped, “you’re driving me crazy.”
“I do believe that’s the idea. Do you want me to stop?”
“Don’t be silly. But can we move over to the bed? This floor is starting to hurt my knees.”
“That’s a good idea.”
I pulled my cock out and stood up. Ever the gentleman, I helped Sue to her feet and led her over to the bed. She got onto the bed on her hands and knees, with her ass facing me. I got onto the bed behind her and wasted no time getting my cock back into her pussy. I knew that since she had already cum twice that her pussy would be very sensitive and she would start trying to slow things down a bit.
As Phil stood up he said, “Wow, I need something to drink.” He walked over to the kitchen and got a bottle of water out of the refrigerator. I motioned for him to come over and stand in front of Sue. She saw him walk up and reached over with her free hand and started rubbing his cock, which was semi-hard.
Without saying a word she pulled him closed and started sucking his cock again. Once again Sue was sucking one cock while getting fucked by another. We established a pretty good rhythm. Every third or forth stroke I would reach down and run my finger across her clit. Phil was playing with her nipples as she worked on his cock. After a few minutes of this, I pulled my cock out and slid it along the crack of her ass several times before putting back into her pussy. I did that several more times, getting her ass wet. Then, as I had done before, I lightly pressed my thumb against her anal opening. Sue moaned softly when the tip of my thumb entered her back door.
“You like my thumb in you ass, don’t you,” I asked?
“Hmm hmm,” she mumbled.
“Yeah, me too.”
After a few minutes, Phil pulled his cock out of her and said, “Damn brother, I need a break.”
“No problem. Sue,” I said, “roll over on your back.”
Sue let out a loud sigh, rolled over onto her back and looked up at me. As I moved around the bed I spread her legs apart slightly. I crawled onto the bed and lay down on top of her. I reached down and guided my cock back into her pussy. Once I had the full length of my cock inside her, I slowly moved my hips in a circular motion. I then began fucking her with slow strokes. Each time I would push forward I would grind my pubic bone against hers.
I could feel Sue’s hands sliding up and down my back as I fucked her. Each time I had my cock fully inside her, I would do a slow grind. I could tell she was enjoying that, because every time I did it a soft moan escaped from her lips.
“Oh baby, that feels…so good. If you keep that up you’re gonna make me…cum again.”
“Is that a bad thing,” I asked?
“You know it’s not, but I…oh God…you know how sensitive my pussy gets after I cum.”
I smiled at her and said, “Yeah, I know. Pretty soon you’ll have a hair trigger.”
Sue said, “Oh…you know me…too well.”
I kept this routine up for several moments. I sensed that Sue was getting close to her third orgasm of the afternoon. She was really starting to squirm around, especially when I would drive my cock deep into her. I moved my hands up so that they were beside her head. Ever so gently, I took hold of each of her hands so she couldn’t move them.
“That’s not fair holding me down like that.”
“Who said I’m playing fair?”
I looked over to my right and saw Phil quietly watching the show. He never said a word, just took in all the sights and sounds. I knew he was planning something in his head, but I wasn’t sure just what.
On my next down stroke, Sue actually pushed her pelvis up towards mine. “Oh my…oh baby…please don’t stop…I’m very close…I am so close. Are you going to cum soon?”
“Yes baby, very soon. Do you want to cum with me?”
“Oh…yeah…you know I…do. Please cum…with me. I want to…fill your cock…explode inside me.”
“My pleasure.” I knew I was close, so I increased my tempo. I wasn’t fucking her hard, just a nice, steady pace. About thirty seconds later I felt her arch her hips up against me.
“Rick! Right there…don’t move…please don’t stop…Ahhhhhh,” she screamed as she came.
I buried my cock inside her as my balls erupted. I could feel the muscles of her pussy squeezing every drop of cum out of me. I held still as her body was racked with a series of spasms. I maintained my grip on her hands and continued to keep my body pressed tightly against hers. After a minute or so, I felt her body starting to relax. I leaned down and kissed her. I would slide my tongue into her mouth and she would suck on it like a miniature cock.
As my breathing slowed down, I felt my softening cock slip out of Sue’s pussy. I rolled over onto my back and lay next to Sue. Phil had changed positions and was standing quietly at the end of the bed waiting for me to move. As soon as I was out of the way, Phil moved in between Sue’s legs. He placed each of her legs over his shoulders and scooted up on his knees until his cock was at the entrance of her pussy.
Sue shook her head and said, “Oh Phil…it’s definitely too early for that…my pussy is very sensitive.”
Phil smiled and acted as though he hadn’t heard a thing. Sue made a half-hearted attempt to cover her pussy with her hand, but Phil was too fast for her. She moaned, “Oh my…” as his cock found its target. As he pushed forward and slid his cock deep inside her, Sue’s eyes rolled back into her head.
“Oh my…you guys are…gonna fuck me to death.”
“Come on baby girl, you know you’re loving all this attention.”
I was still lying next to Sue, so I reached over and started caressing her tits. Her nipples were, not surprisingly, hard and very responsive to my touch. She was gripping the sheets tightly as Phil slowly fucked her. Her legs were still against his chest, pointed up at the ceiling and he was up on his knees.
I moved around so that I was actually lying above Sue’s head. From here I had a good view of Phil’s cock moving in and out of her pussy. Phil reached down and tried to rub her clit with his thumb, but Sue had moved her hand over and was trying to stop him.
“Oh no…you can’t do that…it’s way too sensitive,” she panted.
Phil looked up at me and said, “Sue, you can’t tell me ‘no’.”
To prove his point, Phil leaned forward and placed his hands on the bed, next to her head. He was now completely on top of Sue, with her legs still on his shoulders. He reached down and grabbed her hands and moved them up beside her head.
Phil shifted his legs so that he was in a “push-up” position, and he starting fucking Sue again. He started fucking her with long, slow strokes. She groaned again and tried to free her hands from his grip. But she was helpless to do anything but lie there while Phil continued to give her pussy a workout. During the next few minutes the only sounds in the room were Phil breathing and an occasional moan from Sue.
Finally Sue looked over at me and said, “Baby, if you guys…will give me a few…minutes to rest…I’ve got an…idea.”
“I’m listening.”
“Well, we could…Ahhhhh…Oh geez!”
Just as Sue had started to tell me her idea, Phil started to fuck her harder. He was pulling his cock almost all the way out and then pushing back in as deep as he could.
“Baby,” I said, “I’m still waiting.”
“Please give…me a few…minutes to rest and I want…you both to…fuck me at the same time.”
Phil stopped immediately and looked over at me. He then looked down at Sue and asked, “Are you serious? A DP? Do you think you can handle that?”
Sue took a deep breath and said, “I don’t know, but I really want to find out. I just need a few minutes to calm down.”
Phil shifted his weight and released his grip on Sue’s hands. He sat back, allowing Sue to relax her legs a bit. As Sue brought her legs down off of Phil’s shoulders, he slid back, pulling his cock out of her pussy. He got off the bed and walked over and sat down on the sofa. Sue was still lying on her back, legs apart, looking very sexy.
I walked over to the refrigerator and grabbed a bottle of water. I opened it and handed it to Sue. She took a long drink and then propped herself up against the headboard.
“You two seem to be pretty good at this stuff. Have you done this before?”
I laughed and said, “Nope, it’s a first for me.”
Phil laughed too and said, “Yeah, me too. Thought about it several times, but never went through with it.”
“Well,” she said, “that’s good because I’d hate to think that I was not living up to your expectations.”
That comment almost caused me to spit water all over the place. “Sue, the last thing in the world you should ever do is waste time comparing yourself to anybody.”
“Amen, brother,” Phil echoed.
“I suppose, but you know how we women can be sometimes.”
“Yeah, we know. Hey baby, while you’re laying there relaxing, spread your legs and let me see that well fucked pussy of yours.”
Sue spread her legs seductively and said, “You mean this pussy?”
“Yes, that pussy.”
Sue reached down and lightly ran a finger along the edges of her pussy. She didn’t have an abundance of pubic hair, but what she had was thoroughly matted down from all fucking up to this point. She traced the outline of her outer lips, starting at the top and working her way down. As she brought her hand back up, she used two fingers to open up her pussy and show us the inside. Her pussy was a nice shade of red from our recent activity. Then she inserted a finger partially into the opening. “Oops,” she said, “that just slipped in.”
Phil came back with, “Baby girl, be careful or something else just might slip back in.”
“Well,” she said, “I said I needed a little break. I just might be ready to continue. Why don’t you come over here and let me play with your cock some more?”
Phil needed no further encouragement. He stood up and walked over beside the bed. Sue moved the pillow and had him sit at the head of the bed, resting against the headboard. She got onto her hands and knees and positioned herself between his legs. Once in position she started licking his balls and cock with her tongue. Phil had one hand resting lightly on the back of her head as she was doing that. I walked over to my backpack and retrieved a few items that I thought I might need. Then I moved back over to the bed and got into position behind Sue.
“Baby, do you mind if I play with you ass?”
“Not at all sweetie, it’s all yours.”
I reached down and spread her ass cheeks apart, exposing her asshole. I began by probing her ass with my tongue. She always loves when I do that, and the moan that I heard from her confirmed it. I continued by moving my tongue around in circles, getting the area nice and wet. I placed my index finger against her ass and slowly pushed it forward until it was about halfway inside her. Then I started to finger-fuck her ass. With each stroke I would push my finger in a little deeper until it was completely inside her.
Sue looked back at me and said, “Ummm, that feels really good baby.”
I smiled back at her and said, “I know it does sweetie. I’m just getting you ready for the big show.”
“Hmmm, I can hardly wait.”
As she continued to pleasure Phil with her mouth, I gradually worked a second finger into her ass. I could feel her relaxing as she got used to the rear penetration. After a few more minutes of my tongue and fingers, I knew she was ready.
“Baby, are you ready to get fucked again?”
“I’m always ready for that. Where do you want me?”
“Well,” I said looking around the room, “I think over on the sofa would work the best.”
“Sounds good to me.”
Phil got off the bed and walked over to the sofa. He sat down in the middle, still stroking his hard cock. Sue immediately straddled him and slowly lowered herself down until she was completely impaled on his cock.
“Oh my…that feels so good,” she moaned.
Sue started to slowly move up and down on his cock. I reached over and picked up a condom and quickly slipped it onto my cock. I also added a generous amount of lube to make things easier.
“Are you ready baby,” I asked?
Sue took a deep breath and said, “I think so.”
She leaned forward until her tits were crushed against Phil’s chest. Phil reached back and spread her cheeks wide for me. I squeezed a large amount of lubricant onto my fingers and slowly applied it to her asshole.
I placed the tip of my cock against her ass, and then took a deep breath. Slowly, I pushed forward until the head of my cock slipped passed her sphincter. I heard Sue inhale quickly the head of my cock entered her ass. I paused for a moment to allow her to get used to the feeling. After a few moments, I continued to push slowly forward. When I was about halfway inside I stopped again and asked, “Baby, are you okay?”
“Oh…yeah. Fuck…this feels so good.”
I heard Phil laugh and say, “So, baby girl is enjoying her first DP.”
“Oh,” Sue moaned, “baby girl is enjoying a lot of firsts.”
I pulled my cock back just a bit, and then continued pushing it forward. Before I knew it, my cock was completely in her ass.
“Well, we’re both in as far as we can go,” I announced.
“Oh…I feel so…full. I can’t believe that I’m…doing this.”
I figured the next move was only natural, so I began easing my cock out of her ass. When I was about 3/4 of the way out, I pushed it back inside. Sue moaned loudly, but since she didn’t say anything else I continued. I settled into a slow steady rhythm so I wouldn’t hurt her. Phil adjusted and started timing his strokes opposite mine. In no time at all Sue was being fucked in both her pussy and ass.
By now Sue was sitting up and had her hands on Phil’s shoulders for support. She looked over her right shoulder at me and said, “Thank you baby!
“You’re welcome.”
“Sue,” Phil said, “you are a pro at this!”
“I don’t know about that, but this does feel…so good. Phil, can you lick my tits?”
“My pleasure.”
I heard another moan from Sue as Phil starting sucking on her nipples. “Oh…this…you guys are driving…me nuts.”
“Well, we aim to please,” Phil replied.
“Can you do something for me?”
“What baby,” I asked?
“Swap places.”
“If that’s what you want, of course.”
I pulled my cock out of her ass and stepped from between Phil’s legs. I removed the condom and used a washcloth to quickly wipe off my cock. Sue stood up on shaky legs and held on to me for support while Phil moved. I sat down on the sofa and Sue moved back into position, straddling me as she lowered her pussy onto my cock. She started riding me as Phil was putting on a condom. As soon as Phil was ready he moved up behind Sue. She leaned against me and I reached back and spread her ass wide.
“Damn,” Phil said, “I can’t believe I’m about to fuck this ass.”
Sue let out another moan as Phil slid his cock deep into her ass. As soon as he was in place we resumed our previous rhythm. Phil had his hands on Sue’s shoulders and was using the leverage to drive his cock as deep as possible. I was using both my fingers and mouth on her nipples, which was driving her crazy.
I pulled Sue towards me and started kissing her. At the same time, I slid my hands down her arms until they were at her wrists. Taking a wrist in each hand, I moved her arms back until they were actually behind her. Phil picked up on what I was doing and moved his hands from her shoulders and grabbed each of her wrists. He was now holding her arms behind her as he fucked her ass. Now my hands were free to play with her nipples as we kissed.
As soon as Sue realized what was going on, she moaned loudly. “Oh guys…that’s not…fair.”
Sue and I resumed our passionate kisses as Phil maintained control of her hands while he fucked her ass. My hands were busy caressing her tits and playing with her nipples. Every now and then I would lightly pinch her nipples between my thumb and forefinger, causing her to moan loudly.
“You two…aren’t playing…fair…at all!”
“No baby girl,” Phil said, “we didn’t plan to.”
“Oh my…I think I’m going to…oh god…cum again.”
“I know baby, I’ve got the same problem,” I groaned.
“Rick…don’t stop…playing with my tits…I’m so close! Oh…it feels…so…good!”
I continued to kiss her lips, face, and neck while I was fucking her. M fingers were busy with her tits, and I was still pinching her nipples, a little harder than before. Phil was still pumping away in her ass while holding her hands behind her back.
Sue suddenly stiffened up and her eyes rolled back into her head. “Oh my…ahhhhhhhh…I’m cummmming!”
Phil pulled his cock out of her ass and removed the condom as fast as he could. He moved over next to her and said, “Baby girl, finish me with your mouth.”
Sue’s grabbed his cock and started stroking it as he continued to ride me. As soon as her lips closed around his tool Phil said, “That’s it baby, get ready. Here it comes.”
Watching Sue suck his cock so close to me was enough to trigger my orgasm at the same time. I pushed my hips up in an effort to get my cock as deep as possible. I felt my scrotum tighten up as I emptied another load into her.
Sue moaned loudly as she was filled simultaneously. As soon as she swallowed Phil’s load she let his cock slip from her mouth and said, “Wow, that was perfect timing. I felt you both come at the same time!”
Phil just smiled at her and said, “Well, we wouldn’t want to disappoint you, now would we?”
She looked at me and said, “No chance in that happening. Thank you baby, that was the most incredible afternoon of my life.”
“You’re very welcome my love.”
THE END