Houseguest Ch. 2

"She wasn't upset?" I had just told Kevin about talking to Mary and his face showed surprise.

"No, matter of fact, she really got turned on!" I laughed, "I listened to her jack off while I told her all about it. " We had ordered out and were sitting at the table just finishing up.

"Wow! When things settle down for me, I hope I can find a girl that is like Mary! I can't believe she did it on the phone with you. " Kevin was cleaning off the table and having gotten home before me was walking around with just his boxers on. It was unmistakable the effect of our conversation was having. His hard-on made a tent in the front of them.

"That would be something, wouldn't it? Maybe get to watch them do each other. " I had gotten my shower and also in boxers my cock throbbed. I knew I was turned on thinking about this morning and Mary, but I also found it erotic to see Kevin's hard cock and imagine how it would look fucking her. I knew it was fantasy as Mary wouldn't want to turn it into reality, but now that I had seen his cock my imagination was working overtime.

What amazed me was how turned on Kevin got thinking of Mary. It's not that she is unattractive but she wasn't the same girl as she was thirty years ago. Age takes it's toll on all of us, at 50 her breasts weren't as firm and her hips had broadened some. Actually, I thought, as I pictured her in my mind I can see why she turned him on. Mary has dark brown hair, shoulder length, with light blue eyes and a great smile that lights up the whole room. At 5'6" and 140 pounds she is well proportioned, especially her 38D breasts and small dark nipples that are sensitive as hell! Great legs that at the "V" where they join her hips hide her pink slit and clit under a thick brown trimmed mat of pubic hair. I unconsciously played with my cock, as I thought about her standing naked in front of Kevin.

Kevin laughed, "Let me find a girlfriend first... You ready to watch the movie?" He glanced down at my fist pulling on my cock.

"Sure am!" We headed towards the living room.

"Damn! Mary really likes that fantasy!" We had watched the entire movie and stroked our cocks but neither of us had cum. We had teased our cocks through it and both of us sat in our boxers with our cocks pulled out. My cock strained for release and the veins stood out along the length, the head swollen and a dark purple. Kevin was in the same situation and I could see the head glisten with the precum that coated it. "Let's watch it again... but I don't think I'll make it all the way through!"

Rewinding the tape I watched him continue to stroke the length of his hard shaft. Pushing the start button I heard the movie begin but couldn't take my eyes off his cock. My own fist moved over the crown of my cock as I stared at him. I hadn't considered doing this with another guy, but watching him and with my own balls full I stared lustily at him jacking off.

"Kevin... would you... ahh... would you mind... " Damn! The urge was almost unbearable! I wanted to take his cock and jack him off!! What was I thinking?!

He was staring at my fist pumping. "Not at all... if you don't. " Releasing his cock he pushed my hand away and began jacking me off.

"OH SHIT! DAMN!" I grabbed his hardness and stroked the thick length. Our arms slammed one against the other as we held the other's cock. Feeling his cock in my hand, the hard pliant flesh in my fist. It felt so different! I watched his balls draw closer to his body and his cock expand. He was going to cum... I was going to make him cum!! My fist moved faster as did his on my cock.

"OHHHHHFUCKKKKKKKKK... " Load after load of his hot cum erupted from his cock. I jacked faster pulling my hand over the head feeling and seeing his cum cover my fist. His hand made short jerky motions on my shaft as he came. "ohhhhyesss-s-s-s... " I milked the last of his load. He stared at his hand on my cock and began to pump the length.

"Ohhh... " My body tightened and my hips lifted off the couch as I feel my load travel from deep in my belly. "AHHHHGGGGAAAA... " Cum shot straight up in the air and fell on his arm and all over my boxers. He continued faster until I was empty. "ohhhhdamnnn... ohhhdamn-n-n-n... "

Our heads fell back against the couch, our eyes closed and each of us in our own thoughts. We still held each other's now softening pricks. I couldn't believe what had just happened, but it was really erotic!

"oh damn... damn... ohfuckkkkk... " Kevin and I jumped at the sound! There sat Mary in the chair, naked, her clothes in a heap on the floor. Her legs spread with one hand jamming a dildo in and out of her pussy! The fingers of her other hand pressing down against her clit and rubbing furiously. "... AHHHHHHHGGGGGRR... Oh mygawdddd... " Her hips bucked against her hands and fingers as she climaxed. With her eyes riveted on Kevin's and my cocks and hands she slowly came down from her orgasm and relaxed into the chair. As the muscles released the hold on the dildo it fell to the floor. The mat of thick hair surrounding her slit was matted with her juices. Taking her finger she followed the wetness between her thighs and lifted her finger to her lips and tasted her own juices.

Slowly she slipped from the chair and moving on her hands and knees came towards us. Her full breasts swayed as she moved closer to us. Kneeling between Kevin and I she placed her hands on ours and squeezed. Looking directly in my eyes she leaned towards Kevin and began licking cum from his flaccid prick and off my fingers that still held him. She worked her fingers under mine and my hand fell away. Still looking directly at me and with a small smile on her cum coated lips she opened her mouth and sucked him in completely. Not a word was spoken and Kevin and I could only stare as Mary continued to work her lips up and down his shaft. Releasing my cock he used his cum covered hand to reach between his legs and pull on his balls, as he did and Mary sucked the head of his cock I could see it begin to harden.

Lifting off his cock Mary moved her hand slowly up and down his shaft, watching as he pulled on his ball sac. "Oh it looks like you are ready for more. You're getting so nice and hard again. "

"With that mouth and those beautiful breasts, it would get any man excited. " Kevin spoke softly and smiled as his cock continued to rise.

"Come with me... and maybe we can make Don's fantasy come true. " Holding his cock she stood and he rose with her. Turning she smiled at me and led Kevin by his cock towards the bedroom.

I sat and watched them disappear into the bedroom. Still in shock I couldn't move but just sit and try to digest what had just happened. Thoughts and visions flew through my mind. I had just jacked off my best friend and he had done me! Mary had come home and caught us. She had watched Kevin and I and had gotten off watching us. I had never seen her suck another cock, but I had just seen her do it! Now she was in the bedroom with him... the bedroom!! Snapping out of my stupor I headed in that direction.

"Yes! Oh God yes!!! Please don't stop!" I stood in the doorway. Mary was laid back on the bed, her thighs clamped against Kevin's head. Moving his hands to the inside of her thighs he spread her legs open and with his thumbs pulled the lips of her pussy open. His tongue plunged deep into her then up to her clit. Sucking her hard clit between his lips his tongue flicked over the hard button.

I moved towards the bed and sat beside them, reaching out I took her nipple and rolled it gently in my fingers.

Mary grabbed my cock and began stroking me. "Oh God, Honey he's eating my pussy... I'm going to cum... ohhh nooo... NO-O-O-O-O not there! Please-e-e-e... ohhhHHHHHHHYESSSSSSSS... "

Her body began to convulse. Looking down at Kevin I saw his thumb enter her wet cunt then covered with her juices he pushed it into her tight back hole. In all our years she had never allowed me to enter that forbidden area. Kevin gently pushed until the knuckle was past the tight muscle, continuing I watched it disappear deep into her. Her grip tightened on my cock and her body began to shake.

It began as a low wail, "ohhhhHHHHHI'MMMccccuummminggGGGGGG... ohhh fuckkkkkkkkKKKKKKKK!!!... " She screamed as her orgasm racked her body. Kevin's thumb pushed deep into her and his tongue ravaged her hard clit. Her cum glistened on her swollen slit and matted the hair surrounding it. "NOOOO DON'T STOP! PLEASE-E-E-E... "

Kevin lifted his tongue from her clit, his thumb still buried he moved up towards her. His cock was hard and the veins throbbed along the shaft. The purple head dripped precum, holding his cock he pressed the head against her wet open slit and pushed forward.

"Ohhhhmyyygawddddd... biggggg... ohhhhhgawdddd... " Mary's stared wide-eyed at me as Kevin's balls slapped against his thumb. "He's huge!... He's fuc... kingggg... mee-e-e-e... ohgawdddamnnnn... "

Kevin was fucking her! Long slow full strokes I watched his cock appear and then disappear into her. As he withdrew the inner folds of her pussy would be pulled outward, his cock covered with her juices. Pushing forward the shaft would disappear deep into her, Mary moaning in ecstasy as he buried his cock deep into her until his own light brown pubic hair mixed with her matted thick bush. I watched mesmerized as he fucked her, my own cock growing hard as I listened to the sound of his cock fuck her wetness.

Mary placed both hands between her thighs. With her index and middle finger she spread the top of her slit wide exposing the pink nub of her clit that stood rigid outside of the hooded sheath. Using the same two fingers of her other hand she began rubbing up and down and in circles over her clit. "Ohhh... fuck me... he's fucking me... ohhgawd! I'm going to cum!"

"Yes! That's it lover! Jack off for him, show Kevin how I love to see you get off! I'm watching his cock do you... he's splitting your cunt wide. " I urged her on, her fingers increased their tempo and pressure.

"NOOOOOOMORE-E-E-E-E-E!!!!... ohhhhhHHHHHHGGAAWWDDDDDDddddd... " Her fingers were a blur. Kevin's cock slammed wildly in and out of her swollen slit. There was a resounding 'PLOP' as he pulled his thumb from her tight back hole. "AAHHHHHGGGGGGGGGAAWWWWDdddd... " She wailed with another orgasm, her body shook uncontrollably.

Kevin slowed his pounding as Mary attempted to recover. Holding her thighs he began an easy motion, his cock almost leaving her as he pulled back. Just as the crown would appear he would gently push fully into her, his hands holding her thighs wide. As her breathing returned to near normal he lifted one leg over and rolled her onto her belly, his cock never leaving her pussy. Gently he lifted Mary up onto her knees and reentered her completely.

"You want me to cum in her? Fill her up with my cum?... I'm getting close" Kevin looked down at his cock increasing its tempo into her spread slit, then looked up at me.

"I want you to unload... yes... do it!" I stared as his prick worked in and out of her. Mary lifted herself up onto her hands and her full breasts hung down and swayed each time he pushed into her. The nipples, fully erect, brushed against the rumpled bed covers with each thrust.

Mary looked over to me sitting next to her. "I can feel it Don. His cock is getting bigger... he's going to cum in me. " She glanced down at my hard cock and then directly into my eyes with a small smile on her lips. "Cum in me Kevin... do it... let him see you cum in me. " Her voice lowered almost to a whisper as she continued to look at me. "Watch him lover... watch him cum. "

Kevin's tempo had increased and his hands gripped Mary's hips. His gaze was directed down at his cock ravaging her cunt. His face was a deep red and the veins stood out on his neck. I could see every muscle stand out on his stomach as he pulled Mary's hips back to him and he pushed deep into her and held her tight.

"ohhhh damn... ohhhdamnnnn!!... he's cumming! I can feel it!"

There was a rush of air from Kevin's lungs as the first load erupted deep into Mary's depths. Holding her hips he forced himself in and out of her in short staccato thrusts, each one unloading his hot cum until it began to drip from her. His movements slowed as the last of his load emptied, slipping soft from Mary's filled pussy he sat back and looked at the cum as it mixed into the hair surrounding her slit.

"I'm so full, I can feel it... " Mary reached out and touched my throbbing cock. "Now lets fulfill the rest of our fantasy... please. " She moved towards me and her hand pressed my chest, I fell back onto the ed. Turning towards my cock as her leg passed over my chest she lowered her filled cunt onto my lips. "The rest of our fantasy, lover. Take his cum and make me cum again. "

I felt her hand circle my cock. I wanted to suck her pussy clean, but yet I wanted to turn away. This had always been a part of our fantasy, and now here it was pressing against my face. Tentatively I allowed my tongue to extend along the folds of her slit and I heard the gasp escape from her lips. Her grip tightened on my cock. This is what we had dreamed of! The lust in her gasp and her touch to my prick carried me past the point of indecision. Moving my arms I took both breasts in my palms and pulled her tighter to me. Extending my tongue as far as possible began sucking and licking Kevin's cum.

"Oh yes! Oh gawd Don!!" Mary ground her pussy into my working lips. Her hips moved back and forth so my tongue entered her filled pussy and then over her clit. Leaning forward her hands found my balls and cock. Cupping my balls she could feel them fill with cum, her fist pumped up and down my shaft. "I'm going to cum! Eat my cunt! Suck my filled pussy!"

There was no stopping now! My tongue worked over her pussy and clit. I swallowed Kevin's jism and could taste Mary's juices mixed in with it. Her movements told me she was going to release another climax into my open mouth. Her hands worked my balls and along the shaft of my throbbing cock. I felt her mouth close over the head and my hips rose to meet them as my load began to erupt from deep in my belly.

"OH! OHH! I'm cumming... LOVER!!... " Her hips and hands moved in cadence as we both erupted.

"mmmmrrrgggggfffff... " My balls exploded carrying my load the length of my cock.

"OHHHHHHFUCKKKKK... he's... gawddDDDD... sucking your cock!... I'm cummingg gg-g-g-g-g again-n-n-n-n-n... "

What was she saying?! What?!? I couldn't stop the load of cum. A mouth was over the head of my cock and a hand was stroking the shaft. I couldn't hold it! Mary's body shuddered and relaxed, her pussy settled softly against my working lips and tongue.

"Damn Don! Kevin is sucking your cock. He's taking all your cum... I'm jacking you off and he's doing you. Oh my God!" Mary moved from me and lifting my head I looked down. "He's doing you lover... "

There between my thighs my cock was buried in his mouth, Mary's hand held the base and jacked the remaining load into his throat. Sitting back she let my flaccid prick lay on my belly, the last of my cum dripped from the tip.

We all sat trying to absorb what had just happened, and wondering what the rest of the weekend was going to bring...