Carol

byFoster_Kaizen©

This is the final chapter following Jennys DVD and Jenny and Carol. All characters are over 18. This is a work of fiction.

*

He arrived at Carol's town house at the appointed time holding a bottle of white wine and a bunch of flowers. Carol looked great in a pair of tight fitting jeans, low heels and a shimmery pink top, low cut in front with spaghetti straps barely holding it up. She invited him in and gave him a quick kiss and a hug then turned towards the kitchen beckoning him to follow.

"I've got a cold bottle of champagne, would you like to open it while I put these in water?" He opened the bottle and poured two glasses, as she finished with the flowers. They both took a sip then Carol took his glass off him and set it down on the counter.

"Now," she said, "let me say hello properly." She wrapped her arms around his neck and brought her mouth to his in a long sensual kiss. Her lips parted and their tongues explored each others mouths.

"Mmmm, you kiss so nicely," he said holding her close against him.

"You're pretty good yourself," she replied, "and I can tell you're glad to see me," she murmured moving her hand down and squeezing his growing erection through his jeans. "The other evening at Jennie's place was fantastic, so I thought it would be a good idea to get to know you a bit better."

They headed into the lounge and he sat on the couch while Carol put on some music then she came over and sat close to him while they chatted and sipped champagne.

She leaned closer to him and kissed him, her hand travelling up his thigh and squeezing his cock once again. His hands were busy too, fondling her full breasts through the material of her blouse. "By the way" he said, "did you tell Jennie we were getting together tonight?"

"Of course darling," she replied, "She's at a work function tonight, so she said she might be dropping in later on for a late drink and a fuck, that is if you're still able after I've finished with you."

She kissed him once more and said, "Time to start dinner, come and help me." She started with the stir fry vegies while he got the pasta going. They ate dinner at a small table on her balcony, her eyes sparkled in the candlelight as they chatted and sipped their wine. After dinner he "helped" with the dishes by fondling her bottom as she stacked the dishwasher.

She stood and turned around putting her arms around his neck. "Ready for desert?" she asked.

"As long as you're on the menu" he replied.

"I think we should go and get comfortable," said Carol.

She took his hand and led him to the bedroom. They stood together beside the bed, at five foot seven in her three-inch heels, she was almost exactly the same height as him and this made for an excellent kissing position. The kissed passionately their tongues exploring each other's mouths while their hands fumbled with each other's clothes. He broke the kiss and bent down to push her skintight jeans down her shapely thighs, pausing to slip off her shoes. When the jeans were off, Derek gripped her firm bottom with both hands and used his teeth to pull her panties down, exposing her shaved snatch to his view.

As Derek moved his face closer, his tongue gently probed her slit, licking upwards till he felt her clit, then he sucked the little nub in between his lips eliciting a low moan from Carol.

She (regretfully) pulled his face away, and moved onto the bed pulling him with her. He kicked off his shoes and threw the rest of his clothes on the floor as Carol pushed him back on the bed. She started kissing her way down to his groin where she gently fondled his balls and sucked his cock into her mouth.

"Ummm, that's fantastic," Derek moaned as Carol straddled his head and lowered her pussy onto his mouth. He held her thighs tightly and thrust his tongue deep into her wetness, while his fingers probed gently at her puckered anus.

They quickly got into a comfortable rhythm as they pleasured each other. He felt his cock slipping down her throat as she took him as deep as she could, then slowly raised her head till just the head of his cock was in her mouth and she pushed the tip of her tongue into the slit of his cock. Meanwhile Derek was busy sucking on the nub of her clit rapidly flicking it with his tongue then plunging his tongue inside her.

"Mmmm, I've got to get this cock inside me now!" She said stadling his groin, her small hands resting on his chest for support. She reached down and took hold of his cock and rubbed the sensitive head against her clit. Then she positioned him at the entrance to her cunt and slowly lowered herself down onto his length. Derek groaned as he became fully sheathed inside this beautiful woman, he reached up and caressed her breasts circling her nipples with his thumbs. Carol began to move up and down his cock raising her hips till just the head of his cock was inside then sitting down hard on his cock.

He braced himself and held her hips then started to thrust upwards, getting into a quick rhythm, thrusting in, out, in out... finally he felt the pressure of the spunk boiling in his balls, he was about to explode, "Yes! Yes! Yes!" cried Carol signalling her approaching orgasm.

"Here it comes!" he groaned with pleasure as he felt his spunk boil up his cock and explode inside her. Carol rolled off his slowly softening cock and they lay facing each other kissing, his fingers gently toying with her clit while she held his cock in her hand slowly swirling her thumb over the bulbous purple helmet.

"I think we need a break," she said as she toyed with his softening cock. "How about you get us a couple of glasses of wine while I go and get cleaned up."

"Sounds like a good deal to me," he said. "See you back here for round two!"

Derek went out to the kitchen to retrieve a couple of glasses and a bottle and had just come out when he heard a key turn in the lock of the front door.

Jennie opened the door and stepped inside. Derek was hidden in the shadows and called out. "Hello there!"

"Fuck!" she exclaimed, "You scared the shit out of me you bastard!"

Derek stepped towards her taking in her beauty as he did. She was wearing a business skirt and a silk blouse. He could just make out the outline of her lacey bra in the vee left by the undone buttons of the garment. White high heels finished off the outfit, accentuating the shape of her gorgeous long legs.

Derek felt his cock give a twitch at the sight. As he drew close she closed her hand around his cock while her other had went around his neck, pulling him into a passionate kiss.

"Hmmm, is that pussy juice I detect on your lips?" She asked breaking the kiss.

"It sure is, Carol and I have been getting nasty while we waited for you."

"OK, I'll take those," she said indicating the bottle and glasses. "You'd better get another glass!"

He padded back to the kitchen while Jenny headed for the bedroom.

Derek got back to the bedroom just in time to see Jenny and Carol locked in a kiss while Carol helped Jenny out of her blouse. He put down the glass and came up behind Jenny unzipping her skirt and sliding it down over her shapely thighs. Jenny lifted one leg at a time to allow him to get the skirt off not letting up on the lip lock she had with Carol. He slid his hand back up her legs moving around to her front where he slid his fingers inside her panties spreading her pussy lips immediately homing in on her clit. Jenny moaned gently into Carol's mouth then turned her head to kiss him, Carols tongue probed his ear while he pushed his tongue past Jenny's lips.

Carol untangled herself and went over to pour the wine into the glasses while Derek helped Jenny off with the rest of her clothes before joining Carol on the bed.

As they sat on the bed sipping their wine, Carol examined Derek's cock, taking it in her hand and working her hand.

"Mmmm, this is such a nice cock don't you think Jenny? It felt so nice inside my pussy before."

So, Derek did you pound that pussy like in the stories, and did your cock made an audible plop as it came out, did it?" Jennie asked jokingly, taking a sip of her wine and moving closer.

"Well if you must know, I did pound that pussy and no silly, that audible plop stuff only happens in the stories and then only as it pops out of your arse."

"OK darling we'll have to listen for it later," laughed Jenny kissing him.

By now Derek's cock was standing at full attention, Carol was laying between his spread legs playing with his balls while Jenny had taken over fondling his cock and giving it the occasional kiss between sips of wine.

"So what's the story behind these marks just below the head Derek? They look like stitch marks."

"Long story, but I'll give you the readers digest version as long as you both keep up the kissing and sucking!"

"OK but get that hand over here and play with my clit while you talk" said Jenny.

"Whaft abft mfe?" mumbled Carol with his cock in her mouth and Derek's hand on the back of her head.

"Don't talk with your mouth full darling, I'll look after you soon." Derek said.

"Anyway about the scars, well I had a problem growing up that my foreskin was too tight and wouldn't fold back over the head, or if it did it would get stuck and be hard to roll back over. So when I was about twenty, I had a circumcision done and as you see everything works perfectly now. So now if your curiosity is satisfied... Carol, get up here and sit on my face and Jenny, my cock needs to be somewhere warm and slippery, any suggestions?"

"I think I have just the place," purred Jenny.

Derek lay back on the bed as Carol crawled up and planted a sensuous kiss on his lips before straddling him and lowering her pussy to his waiting tongue. Meanwhile Jenny squatted on the bed over his erection and aimed the head of his cock at her slick snatch, she captured the head between her pussy lips and skilfully gripped him before slowly lowering and raising herself up and down his shaft.

The feeling of Jenny working on his cock was exquisite, Derek was doing mental math tables while sucking and licking on Carols cunt as he probed her bottom with his fingers.

"Oh Derek, just there, lick my clit, Yes that's the spot! Can you get another finger in my bum?

"Fwiff fpleasurf," he mumbled

"Oh God that's great" Carol cried "I need your cock in there... Jenny... do you mind?

"Not as long as you get your tongue on my clit while Derek fucks your arse" Jenny replied

The changed positions Jenny got comfortable at the head of the bed while Carol got down between her legs and quickly had Jenny moaning with pleasure from the soft touch of her lips and tongue.

Derek grabbed a tube of lube off the bedside table and poured a generous amount into his hand to warm it. He worked his fingers around Carols lovely puckered opening then pushed first one finger then another and finally three fingers into Carols opening. Derek could feel the sphincter muscle contracting and dilating around his fingers, he could not wait to get his cock back inside this beautiful woman.

He got up on his knees and guided his cock pushing it gently against the entrance to her bottom, Carol relaxed her muscles and allowed the intruder to enter her, as Derek slowly fed his cock into her inch by delicious inch till he was finally balls deep inside her.

Derek began slowly moving in and out gradually fucking Carol harder and harder as his thrusts became more urgent.

Jenny moved herself around and slid under Carol with her head between her legs so the girls were now in the classic 69 position. Carols mouth once again limpeted onto Jenny's cunt.

Jenny lapped and licked on Carol's cunt sliding her tongue up and down the slit probing her with her tongue and skilfully teasing her clit.

Derek was in seventh heaven, on every inwards stroke his balls would drag over Jenny's forehead, he held still, fully sheathed enjoying the sensation while Jenny fondled his balls and probed his bottom with her delicate finger.

"Oooh you two are driving me crazy! I'm getting sooo close," Carol said thrusting back against Derek's cock.

"I'm almost there Carol, I'm about to blow!"

"Yes! Yes! Go! Go! Go!"

Derek sped up the pace, slamming his cock in and out, holding on to Carols slim waist as he pounded her, his balls slapping against her finally erupting sending spurt after spurt of spunk into Carols bowels. His legs were weak from the exertion and he rolled sideways on the bed his softening cock following him out of Carols arse.

"I heard it!" yelled Jenny

"Heard what?" asked Carol and Derek together.

"The audible plop!"

The three fell back on the bed laughing at the ridiculous joke and cuddled and kissed before heading to the bathroom to get cleaned up.

There was just room in Carols shower for the three of them, they kissed and fondled each other as they helped wash each other with shower gel.

Jenny reached for Derek's cock as they stepped out of the shower, "as soon as you can get this hard again, you'd better be ready to give me a hard fast fucking, you owe me at least four orgasms!"

"Come on Jenny" said Carol passing her a big fluffy towel, "I'm ready for some more pussy licking, Derek can join in again when he's ready!"

"You're always ready for pussy licking so that's no surprise, but I'm a bit thirsty so I vote we gat another glass of wine, some snacks, then we'll get back to it."

"OK" Carol pouted. She placed one foot on the bathtub. "Derek darling, how about you give my pussy a big wet kiss while Jenny gets the snacks and wine ready?"

"You're incorrigible" Jenny laughed heading to the kitchen, her towel wrapped around her.

In answer Derek got down on his knees and holding onto Carols leg ran his tongue through Carols freshly washed slit, then sealing his lips over her cunt, kissed her thrusting his tongue as deep inside as he could. His tongue then found her clit and he sucked the nub between his lips and hummed.

"Ohhh Derek darling! You are such a good pussy licker!"

"OK you two, break it up, snacks are ready," called Jenny from the lounge room.

Derek gave Carol one last slurp from her arse to her clit then stood up and kissed her, "more later babe, lets eat... some food I mean" he added seeing the glint in her eye.

Carol shuddered then tasted the faint scent of her own pussy juices on his kiss.

They trooped into the lounge room where Jenny had spread out some snacks and poured three glasses of wine.

The three friends chatted and joked as they ate and drank occasionally exchanging an intimate touch of a breast a quick squeeze of a cock and a kiss. As the food disappeared and the wine flowed the kisses become more sensual. Derek fondled and kissed both women's breasts and nipples moving to their mouths and kissing them both alternately while they played with his balls and growing erection.

Derek then grabbed Carol and Jenny by the hand and led them to the bedroom.

"You ready for that hard fast fucking Jenny?"

"I'm always ready for your cock darling."

They reached the bed and he eased Jenny down on her back, his fingers found her pussy wet and ready for him.

He pulled her close to him and raised her legs so they were resting on his shoulders placing a pillow under her to give him a better angle of penetration, then he gently pushed his cock inside her velvety wetness.

Carol kissed him, then asked, "Jenny, mind if I sit here?"

"Mmmm, I'd love you to."

Derek waited till Carol was settled in position over Jenny's face then he started to pump slowly in and out of Jenny's willing cunt. He knew that having come twice already tonight he was going to be able to hold off his orgasm for some time.

Carol reached for his face and pulled him into a sexy kiss as she felt her pussy being kissed and sucked by Jenny's talented tongue.

Derek increased his pace and started pounding in and out of Jenny in long strokes, he could tell she was close to orgasm by her moans and shaking, her cunt was squeezing on his cock as he gave her one last deep thrust and then stayed buried balls deep inside her as she climaxed around him. As Carol rolled off her face, Derek lowered her legs and pressed his body down on hers, she reached up and pulled him down for a deep kiss. Carol's familiar taste was on his tongue as they kissed.

"My turn," called Carol laying back, legs spread and fingering her wet dripping pussy.

"You two go ahead, I think I'll just watch for a while. My pussy is a bit tender from all of that, I guess I'm not as young as I used to be!"

"Non-sense Jenny you're still the hottest forty year old I know and a great fuck!"

"OK you two, you can trade compliments later, meantime Derek... get over here and put that fuck stick where it can do some good!"

Derek rolled over and supporting himself on one arm used the other hand to rub the head of his cock up and down Carols slit, teasing her and slapping her clit with it.

"Are you ready for this?" he asked

"Oh I am sooo ready. Get in here and fuck my brains out!"

Derek needed no further encouragement. He positioned his cock at the entrance to her sopping vagina and thrust in to the hilt in one swift motion. Carol twined her legs around his as he lay on top of her thrusting happily in and out of her juicy warm pussy. She pulled his head down and growled, "faster... faster" before locking her lips on his and thrusting her tongue into his mouth. He could feel the last drops of spunk that he could muster bubbling their way from his balls, Carol was close too urging him on and thrusting back to meet him. Finally they came together still pumping into each other as their orgasms peaked. Derek collapsed on top of Carol, totally exhausted by the exertion, Carol wrapped her arms around him and kissed him once again. "Not a bad effort for an old fella," she said.

"Hey! who're you calling old?" he retorted rolling her over on top of him, his cock was only just inside her and rapidly deflating.

"OK lover don't take it to heart, you're still the best fuck I know and the best pussy licker... besides Jenny that is!"

The three fuck buddies showered quickly once again, Jenny and Derek dressing back into street clothes. "That was fun guys, why don't we get together again next week for a return match, and... I've got some new toys coming by mail order, they should be here by then." Carol offered.

"Sounds like fun" said Jenny grabbing her keys, and giving them both a final kiss good bye.

"OK I'm up for it.... well not now," he admitted. "But I will be by then, looks like I might need some vitamins, you two could wear me out at this rate."

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