Cuckolding Katie

"Don't get me started." she pleaded rolling off the bed to escape. "I want to save myself for later."

Not wanting to socialise with other guests, we ate alone at the restaurant at a small table letting the excitement of what might happen engulf us. We then headed for the nightclub where we knew Leo would be working. It dark inside with coloured strobe lights highlighting people dancing to a live band, others were socialising at the bar. Leo eventually found us on the dance floor and Katie's hand found mine and gave it a squeeze. He just smiled and waved, there was little point in trying to talk to us over the band.

Katie and I had worked a proposition plan for Leo. We waited until there was an opportunity to get him alone, and I would excuse myself by going to the bathroom leaving Katie free to offer herself. It worked a treat; she simply started up a conversation with him and causally leaned over and suggested our place later. It was all it took, and Katie suggested the look of lust on his face was almost dangerous.

It was after midnight when Katie and I headed back to our unit. We showered and dressed again, then settled in to wait for Leo. It was a nervous wait and at one time Katie wondered whether he would show up. I knew he would, just call it male intuition. It was a little after one when there was a tap at the door. I opened it and invited a grinning Leo inside. His hair was damp and he'd changed into a grey tee shirt and knee length black cargo shorts.

"Sorry I'm a bit late." he said while handing over a bottle of chilled wine. "Couldn't get away and then I shot home for a quick shower."

There wasn't much room to sit in our small unit. Leo stole the only comfortable two seater chair while Katie and I settled on the edge of the bed. With shaking hands I opened the wine and poured three glasses. The conversation was nervous at first, we all knew what was going to happen, but no one was prepared to make the first move. Leo couldn't help but cast his eyes over Katie as she sat on the bed with her legs drawn up beside her. Her skirt had ridden upwards displaying her fine thighs. Eventually Leo brought up the subject of sex.

"So, are you okay with me and Katie getting it on?"

I shrugged my shoulders trying to appear calmer than I actually was; hopefully he couldn't hear my pounding heart.

"Sure, so long as it's alright with Katie."

"And what about you Katie, you okay too?"

Katie smiled and nodded her head, "Yeah; as long as you wear a condom."

I noticed a flicker of disappointment on Leo's face; he obviously hoped to go bare back.

"I got condoms; need to bring my own as regulars don't fit."

"You don't mind that Matt stays and watches." Katie stated. "I might ask him to join in later. I've never done a threesome."

Leo chuckled" Sounds good, wanna get started?"

When Katie didn't respond, Leo smiled and patted his lap, "C'mon over here."

Katie slowly unfolded herself from the bed and took the five nervous steps to where Leo was seated. He reached for Katie's hands and eased her onto his lap, her short skirt riding high as she straddled him. Her hands settled on his shoulders and she hesitated unsure what to do next. Leo leaned forward and nuzzled her neck gently kissing his way upwards until their lips met. What started as a little peck quickly dissolved into a passionate kiss, their heads tilting slightly allowing tongues to play. Katie's arms embraced Leo tightly as his hands began to explore her curves. As the long seconds turned into minutes, I noticed Katie gently rolling her buttocks back and forth against him as they kissed and licked. Between kisses, I could hear Katie's deep breathing and the little sighs of her arousal. I reached down and rubbed my cock which was now straining under my jeans. I was briefly tempted to release it so I could stroke it, but it seemed inappropriate and I resisted, for the time being.

Katie leaned back and lifted Leo's shirt over his head, her hands soon running over his muscled dark skin and tweaking his nipples. He responded by removing Katie's top and running his tongue teasingly over her bra. An impatient Katie slipped her arm straps down and freed her breasts for him to play with; she cooed as he kissed them in turn and then suckled on her erect nipples. Reaching around, she unclasped her bra and let it drop into her lap.

Leo lifted Katie effortlessly with his big strong arms and rolled her sideways onto the chair beside him. During a flurry of little kisses Katie leaned into him and made herself comfortable. Leo turned his attention to her breasts and again began to suckle on them. His big hand slid downwards to her legs, and with a pounding heart I watched Katie lift her skirt and part her thighs wide in absolute submission. His fingers slid high to Katie's panties and she sighed loudly as he gently caressed the little triangle of blue material. She began pushing against his hand, and parting her thighs wider as his hand disappeared down under them. From where I sat, I could see his fingers working under her panties as they kissed. Katie broke the kiss and sighed and whimpered as his finger slid deep inside her.

For the next minute or two, Katie moved urgently against Leo's hard working finger, the noisy slurping of her wetness reaching my ears. She moved her hand over to his cargo shorts and began rubbing the substantial bulge beneath. Between kisses she began fumbling one handed with the belt buckle, Leo rolled from the chair and stood before my Katie offering himself to her. Sliding forward, she grinned and licked her lips as her fingers released the button and zip of his cargo shorts. His shorts hit the carpet leaving only a pair of grey briefs which were stretched horribly at the front.

"Oh, my my." whispered Katie as she ran her hand across the bulge.

She eased the front of Leo's briefs down freeing his erection which sprung out heavily before her.

Katie hadn't been exaggerating about Leo's size, she turned her face towards me and smiled with a told you so gaze. As Katie took it in hand, I compared her wrist to the thick shaft which seemed equal in size. Leaning forward she rubbed both sides her cheeks over the shaft before placing it vertically up her face. With his dark balls resting on her chin, the head reached beyond her forehead. Katie leaned back slightly allowing his heavy shaft to slide down her face until the head perched on her lips, the tip of her tongue then flicked back and forth under the head. Leo took himself in hand and directed the head between her lips, her mouth slowly easing allowing him entry. He sighed and removed his hand as Katie wide stretched mouth suckled upon the head.

Leo stood still as Katie diligently worked his cock; it seemed to grow firmer as the seconds passed by, the thick veins more pronounced. It was particularly thick at the base and I wonder how Katie might cope with his size, I was certainly going to find out, that's for sure. Katie seemed to enjoy caressing Leo's powerful thighs while she sucked, by this time she had worked out that it was impossible take much more than the head into her mouth. My girl was an accomplished cock sucker and she worked Leo with some finesse, the pleasure evident on his grinning face. Every now and then she would kiss her way down his shaft before taking him back into her mouth. Leo took himself in hand again and slowly stroked his shaft as Katie suckled. She dropped one hand between her thighs and slowly caressed her pussy through her panties.

Then without warning, Leo moaned and eased his cock from Katie's mouth firing a thick line of cum across her lips and left cheek. She swiftly lifted her face by the time the second line erupted catching her squarely on the neck. Katie held still as Leo slowly stroked his cock empty. I smiled as Katie tactfully avoided taking his cum covered head into her mouth. While she didn't mind facials, tasting and swallowing were generally avoided, unless she was in the mood for it.

"Didn't expect that." Katie commented after wiping her lips and cheek clean with her fingers.

"Sorry, couldn't help myself. You were so good I couldn't stop myself." Leo wheezed with an apologetic smile on his face. "Don't worry, I can keep going."

Katie looked over at me and grinned sheepishly. She looked a mess, her face all shiny and thick globules of cum running down her tan neck and over her pale breasts.

She looked over at me, "Can you get something for this please darling."

Leo crashed onto the chair as I went into the bathroom, returning with a towel and a warm face cloth. Leo and I watched as Katie wiped his cum from herself with the towel and then washed herself with the face cloth. She then knelt between Leo's legs and dutifully cleaned his cock before sliding her mouth over it once again. By this time I would be thinking of sleep, but it was obvious Leo's cock still wanted to play.

Leo lifted Katie onto the chair and rolled himself into a kneeling position in front of her. Without hesitation, she lifted her skirt and spread her thighs wide leaving her panties in view. I watched as Leo seductively kissed his way up each thigh until he reached her panties. I could tell Katie was aroused, her thighs trembling with anticipation, her head thrown backwards and her eyes closed. She cried out as Leo began licking the front of her panties, and quickly reached down and slid them aside exposing her pussy unashamedly for him. With her other hand, she pulled Leo's face into her mass of curls. She sat still for a few seconds as he explored her with his tongue; then began writhing back against him. Placing her lovely long legs across his shoulders she settled back on the chair whimpering with pleasure. Leo pushed her skirt high over her waist and dragged her panties downwards. Katie raised her buttocks and then her legs high in the air so that they could be discarded, and then dropped her legs back over his shoulders.

Leo quickly began demonstrating his fine pussy licking skills. He positioned Katie's long legs back against her chest fully exposing her pussy. I moved closer to get a better view. He started with long slow licks up and down her gapping slit, her finger reaching down and spreading them further. He suckled on each lip before burying his face firmly between them. Katie whimpered as Leo mashed his face round and round before settling on her clitoris. A long dark finger slid easily inside her and was joined by another. Leo then settled into a nice rhythm of stroking and sucking, he held Katie's legs high giving me a nice clear view of proceedings.

Katie loved being licked and Leo's expertise was being well received. Her head was lying back on the headrest of the chair, her eyes closed and her lips slightly apart. She was clearly in another world. I began to recognise the tell tale signs of an orgasm approaching, the little sighs and whimpered and the faint trembling of her body. Leo too picked up on it and picked up his tempo. The trembling of her body became more rigorous as her orgasm arrived, and Leo did well to meet her erratic writhing. Her hands reached around his neck hand held him tight as the first shudder raked her body. She cried out loudly as her body arched high into the air, but Leo continued to torment her with his skilled tongue and swift moving fingers.

"Don't stop." I said to Leo. "She'll cum a few times if you keep going."

Katie's movements became less frantic as her first big orgasm waned, she allowed herself to fall back onto the chair as her subsequent smaller orgasms arrived as I knew they would. She ran her fingers through his hair as she welcomed the each little shudder though her body until she slowly relaxed.

Leo sat back and looked at Katie's pussy. Her curls were sopping wet and flat against her skin. Her lips below were pink and swollen, her clitoris peeking out at us. Leo took himself in hand and stroked his long thick shaft in anticipation.

"Time to fuck me." Katie suggested in a seductive purr.

"Do I need to wear a condom?" he asked hopefully.

"Yes." Katie answered after a few seconds of deliberation.

Leo reached for his cargo shorts and removed three condom packets all joined together. He tore one off and looked over at me.

"Want to put it on for me?" he asked.

I shook my head. While I was excited at what was happening, his suggestion went beyond the call of duty.

Leo shrugged his shoulders, "Some guys do."

He placed the condom in Katie's hand, "You can do the honours."

Katie sat up as Leo got to his feet and stood before her. Without hesitation she opened her mouth to accept his swinging shaft, her fingers tore the packet open and removed the pink coloured condom. She continued to suck on the bulbous glistening head for a few seconds before dropping him from her mouth. After checking she had it the right way round, she placed the condom at the tip of the head and attempted to roll it over it. Unfortunately, the bulbous girth made it impossible.

"Open it wide with your fingers; then put it over." Leo suggested.

Katie stretched the condom wide and placed right over the head before releasing it; then she rolled it down as far as she could, but it rolled back down his shaft a little.

"It always happens." Leo reassured Katie as she again attempted to it roll right down to the base.

The problem was an obvious one, his thick shaft tapered widely outwards at the base resulting in the condom rolling backwards each time Katie tried get it right to the end. It seemed to settle naturally in the same place leaving a good inch and a half bare which Katie wasn't happy with.

"That's as good as it gets." Leo suggested taking himself in hand.

Katie settled back in the chair, eased her buttocks forward and parted her thighs wide for him. Leo placed a cushion on the floor and knelt on it. I moved closer for a better view as Leo lifted his cock and guided it between Katie's wide spread thighs.

Leo looked over at me, "Some guys wanna put it in for their lady; you wanna do it for her?"

I again shook my head, "Nah."

Katie reached down impatiently and rubbed her clitoris as the plastic covered head penetrated her outer lips. Katie's fingers left her clitoris and positioned the head at her opening; she sat up to see what was happening as Leo applied a little pressure. His girth failed to penetrate her and his cock bent upwards at the base as a little more pressure was applied.

"Oh, maybe this isn't such a good idea." Katie muttered with a grimace.

Leo grinned, "Its okay pretty lady. Just need a little lube on the condom and we'll be fine."

Katie looked over at me, Lube please darling."

I retrieved a bottle of Gun Oil, our lube of choice from the bedside cabinet and handed it to Leo. He poured a little onto his hands and rubbed them together before massaging the condom.

"Hey, this is good stuff." he commented as he again pointed his cock at Katie's pussy.

With a simple little push, the head of Leo's cock slipped easily into Katie's pussy. She sighed loudly as Leo held still for a few seconds giving her time to get used to his girth. Then with gentle little movements, his cock began its journey inside Katie's pussy. Her hand lay flat against his navel ensuring that he didn't go too deep too fast. When she felt she could trust Leo to be gentle, she leaned back in the chair making herself comfortable. But half way in, Katie began to whimper quietly and Leo slowed his pace.

"Christ, its fucking huge." she whispered for my benefit.

From where I was sitting, I could see how stretched Katie was. Her glistening inner lips stretched tight around his shaft hugging every little contour, her outer lips were gapping exposing her engorged clitoris. Leo continued his assault easing deeper and deeper into Katie until the ring of the condom began touching her outer lips. A little frown on her face told of her discomfort and wasn't lost on Leo. He reached down and pulled the rim of the condom hard against him and eased his last inches into Katie.

Leo lifted Katie's knees and placed her legs around his buttocks which seemed to make his penetration a little more comfortable. At first Katie lay still as Leo settled into a nice slow rhythm. I could see she was taking his full length; he would then pull back until her lips began to taper over the head before sliding deep back inside again. Her eyes were closed and her head hung backwards, a position indicating her enjoyment.

Then Leo began to pick up the tempo and his thrusts became more vigorous, the hollow slapping of bodies meeting becoming louder and louder. Katie began to whimper as she arched her back under his assault, her legs held him tightly. For the next few minutes Leo rode Katie with long solid strokes, his thick thighs bristling with muscle as he plunged deep into her. Again the condom rolling down his thick shaft became an irritant and Katie eventually pulled away from him. She looked over at me as her hand reached down to the condom, with a quick flick she rolled it from his shaft and dropped it to the floor. Leo grinned lustfully as Katie reached for his cock and slipped it back into her waiting pussy, it slid easily and noisily into the hilt causing Katie to sigh deeply.

"Mmmm, that's much better." Leo reassured Katie as he began to ride her with long strokes.

She didn't reply, just closed her eyes and drifted into another world. I was surprised that she disposed of the condom as it had been one of the conditions that she went ahead with getting it on with Leo. I could only put it down to the irritation of the rim sliding down his shaft being too much to put up with.

After a while, Leo took Katie by the arms and pulled her close. Wrapping his arms tightly around her, he lifted her effortlessly from the chair. With his cock fully impaled inside her, he turned towards the bed and slowly let her slide downwards. His cock slipped from her and hung heavily as she wriggled up the bed. He followed and dropped his face between her widely parted thighs.

"Ohhhhhhhhh, that's nice, really nice." she muttered as Leo's tongue lapped at her clitoris.

As Leo slid upwards, Katie reached for his cock and guided it back inside her. I was now only inches from them, and with Katie's thighs spread wide, I had a perfect view of Leo's cock sliding back and forth. It was shiny and slick from her juices, her stretched lips hugging every little contour of his shaft. Katie's lips were now puffy and pink as she pushed upwards to meet his every thrust.

"Having fun?" I asked when she opened her eyes and looked up at me.

Reaching over, she took my hand in hers and gave it a squeeze, "Sure am. Don't worry, you'll get yours later."

Katie then closed her eyes and let my hand go; she placed her arms around Leo's neck and hugged him tightly. He moved his lips to hers and I watched as they kissed passionately, their cheeks moving as tongues played. I felt a strange emotion flow through me. While I found the sex between Katie and Leo exciting to watch, the intimate kissing made me feel uncomfortable. Maybe a kind of jealousy, but it was more that Katie could kiss Leo with such passion when it was really only sex. I averted my eyes to Katie's wide spread thighs as they rolled up against Leo. Between their bodies, I caught glimpse of his dark shaft sliding back and forth between her pussy lips.

Leo raised Katie's legs over his shoulders, his height lifting her buttocks from the bed. She moaned loudly as his cock slid into the hilt and then back out again. He placed his big hands under her buttocks, as his following long slow strokes slid effortlessly within her. Her pussy glistened with damp arousal and the aroma of her sex was now strong.

"No, no," Katie muttered lifting her legs from her shoulders and dropping then to the bed. "You're too big for that."