Friends & Benefits

Sheila and I had become "Friends with Benefits" about six months earlier. I had recently moved to the area and didn't know anybody, she was a divorcee who had just ended her first post-marriage relationship. The attraction was immediate and strong. I'm a 30 year old bald black man. She's a cute 5' 2" blond with beautiful blue eyes, big enough to match her surgically enhanced 34C breasts. They were a divorce present to herself, "We never had children, but I still got the twins in the settlement," she liked to say. Although the passion was initially overpowering, the Friends with Benefits relationship hadn't included quite as many benefits as I'd imagined, and I'd become content with just being friends.

She called me one Thursday night, obviously a few margaritas into the evening, and demanded that I get my "cute ass" to the bar she was personally keeping in business. I thought I knew what the night had in store, and quickly rushed to meet her. When I arrived, I saw that she wasn't alone, she was drinking with a co-worker, a man named Jamie. I had heard her talk about Jamie before, and knew that she had a thing for him. They had bonded at work by commiserating over her divorce and his current marriage troubles. I could tell that the two of them were a couple of hours ahead of me in terms of alcohol, and tried to catch up as quickly as I could. Sheila drunkenly, recapped the situation of the night for me. Jamie and his wife had a big blow up, and she had packed up and taken their two children to her mother's house. He seemed fairly certain that this was the end of his marriage, and Sheila only seemed to be encouraging that assumption. Assessing the situation, I realized that my benefits probably wouldn't be redeemed that night.

As the evening progressed, we decided to go to a nearby club. I jumped in my car, while Jamie and Sheila got into her two seat convertible. I wondered if I should even join them, or if I should just go home. I decided to go to the club, and the three of us took turns buying rounds. Sheila was the queen of the dance floor, but pushed away all of her potential suitors except for Jamie. I stood a few feet away, swaying to the beat while I watched her tease the crowd. She turned towards me, pointed in my direction, and beckoned me to her with one finger. I danced my way to her, and suddenly it was six months earlier. The passion had returned. Our hands explored each other as we grinded our bodies against one another. Just as I felt myself leaning in for a kiss, she pushed me away, turned around and began to grind with Jamie. I tried to not look humiliated as I walked to the bar to get another round.

I returned with the drinks, and we stood a few feet from the railing overlooking the city, still swaying to the beat. The song changed and Sheila let out an almost orgasmic moan in approval. She turned to me, grabbed my belt buckle and pulled me towards her. As she pulled me to her, she was also backing herself into Jamie, until the two of us had her in a sandwich. Sheila had a sexy, seductive look in her eyes as she grabbed the back of my head and began to pull me in for a kiss. I resisted, prompting her to give me a sexy pout and ask, "You're not going to kiss me?"

With that, she had me. I leaned in and kissed her, all the while grinding and groping on the dance floor. She pulled her lips away from mine, and without breaking eye contact with me, raised her right hand up to the back of Jamie's neck, and pulled his head down to hers. She turned her head to kiss him, while keeping her left hand on my ass, making sure I didn't pull away. As I saw her unbridled lust manifesting itself, pulling away was the last thing on my mind. I was so turned on seeing this beautiful young woman assert herself sexually, I began to grind even harder. I aggressively grabbed her breasts as I leaned in to bite her exposed neck. I heard someone moan with pleasure, although I'm not sure which one of the three of us it was. Jamie was the one who finally broke our tryst saying, "I'll go pay the check."

Sheila and I stood there, no longer grinding, but still holding onto one another, swaying to a song that was no longer playing. We just stared at one another, her breasts heaving, her right hand rubbing up and down my chest. I began to realize that what seemed like every eye in the bar was focused on us. We both began to speak at the same time, "You first." I insisted.

"I just wanted to make sure you weren't going to call it a night." Sheila said as she traced a finger around my nipple through my shirt.

"Things aren't going to be too crowded if I join you?" I asked, implying that I hadn't already made up my mind to join them for the night.

"My apartment's big enough for three." She smiled, grabbing my hand and leading me towards Jamie at the bar. As soon as he signed the check, Sheila handed Jamie her keys and informed him I'd be joining them. I climbed into the passenger seat of her two-seater, Sheila on my lap. As we pulled away, I rubbed my left hand up and down her left side, while rubbing the inside of her right thigh with my right hand. Sheila turned her head towards mine, reached her right hand over my right shoulder, cupping the back of my neck, and pulled me in for a kiss. As our tongues explored each other, I grabbed her left breast with my left hand and began to rub the hot, swollen, wet space between her legs with my right. Sheila had trimmed the area recently, making her swollen labia stand out that much more. As I teased her area, she pulled away from my lips to let out a satisfied moan. Sheila took her right hand from around my neck and put it between her legs, guiding my hand to where she wanted it. She slid a couple of inches to her right until she was sitting on top of my now rock hard erection. As I used my fingers to pleasure her, it was causing her hips to pleasure me.

She reached across the gear shift with her left hand, and let Jamie's impressively sized member out of its cage. She licked her hand and started to jerk Jamie off as he drove. "I can't believe how good both of these giant cocks are going to feel inside of me." Sheila growled, as if possessed. Finally we pulled up to her apartment, but the three of us were in the middle of something and too preoccupied to stop. I slid my index and middle fingers deep into Sheila's soft, warm pussy, tickling for her G-spot. The closer I got, the more she writhed in my lap. While my left hand was up her blouse, groping her left breast and nipple, Sheila was leaning towards Jamie, with whom she was locked in a passionate kiss while continuing to satisfy him with her left hand.

We might have never left that car, except that Sheila finally reached her point of no return. Her body spasmed twice as I pulled my cum soaked hand from between her thighs. Sheila watched lustily as I licked her juices from my hand. "God that's hot" she breathily exhaled. We quickly cleaned ourselves up and rushed into Sheila's apartment.

For a moment there was a awkward silence as we all tried to decide how to restart the festivities. "Let's go back to step one." Jamie suggested. He walked to Sheila's stereo and put in a dance CD. Quiet enough not to wake the neighbors, but clear enough to reawaken our libidos. Sheila and I began to grind together in the middle of her living room, as Jamie slid in behind her. She grabbed the back of his neck, and we recreated the position that had caused everyone at the club to take notice.

This time, instead of leaving to pay the bill, Jamie began to pull off Sheila's blouse. As his hands moved up her body, removing her top, I began to kiss my way downward, sliding her skirt and thong to the floor and tossing them to the side. From my kneeling position I took a moment to appreciate the beautiful swollen alter that beckoned me to worship. I licked her tender, moist pussy, causing her to shake. Using Jamie for support, she wrapped her legs around my neck pushed herself into my mouth. Jamie laid her down upon the sofa and in a position resembling a 69, took one of her breasts into his mouth. Sheila reached up and began to pull his shirt off, scratching his back as she did it. With her feet, she started to pull at the bottom of my shirt as well. "Mmm, naked boys." She moaned.

I pulled my head away from her legs only long enough to take my shirt off. I began to take off my jeans without stopping what I was doing. I heard Jamie's belt buckle hit the floor, and knew that I was the only one with any clothing still on. That soon changed as I kicked off my pants and socks. I could feel Jamie change positions and knew just where he was headed when I heard Sheila lustfully whisper "Fuck my titties."

As I continued to pleasure her below her waist, Jamie sat astride of Sheila and began to slide his rock hard penis between her breasts. I don't know which of us was the first, but soon all three of us were moaning with pleasure. Jamie's pace began to increase and I heard Sheila order "Cum in my mouth!" With that he stood up beside her and Sheila turned onto her side to take Jamie into her mouth. Although she tried to keep my head between her legs, I had other plans. I turned Sheila all the way over, so that she was on all fours, and I slid my throbbing member into her dripping wet cunt.

With a cock in her mouth and another in her pussy, Sheila was in her own libidinous paradise. When Jamie finally shot his load, his orgasmic grunt was only rivaled by the sound of Sheila's ravenous moans as she tried to swallow every drop. I continued to pound her from behind as they began to kiss, Sheila giving Jamie a taste of his own seed. As Jamie moved his way down to her breasts, I grabbed Sheila's long blond hair. With her neck tilted back towards me I leaned in and bit it, feeling the sweat from my chest mix with the sweat on her back. My body began to tighten up, and I knew that I was reaching a long overdue release. Both of Sheila's hands gripped my ass as she said, "I want to feel you cum inside of me." With that I let out a loud grunt as I felt my seed fill up her tight little vagina.

We sat on the couch under a blanket, Jamie and I again sandwiching Sheila. Our hands, lips and tongues running all over her body. Hers all over ours. I excused myself for a glass of water. Drinking it slowly, I was still processing the night's events in my mind. I went to the stereo and turned it off, we had forgotten the music was even playing. Softly at first, then louder, I heard a familiar noise coming from the direction of the couch. Sheila was mounted on top of Jamie, blissfully riding him, her eyes closed. Her perfect medically enhanced breasts and nipples pointing proudly to the ceiling. I thought back to six months prior, when she had been too self-conscious to even be on top. As I quietly gathered my clothes and prepared to call a cab back to my car, I realized that the benefits our friendship had produced went beyond sexual. I took one last look back as I walked out the door. Our eyes met and she blew me a kiss. I smiled back, gave her a wink, and closed the door behind me.