Our First Time

My wife and I had just celebrated out 27th anniversary a couple of weeks before we took a trip to Minneapolis with another couple we have been friends with for a long time. My wife, Alex and I are both in the management area with different companies, while our friend, Chad is an attorney. His wife, Carla is a stay at home mom. I lived with Chad in college and he was in our wedding party. Carla had been married before and had a college age kid. They also had a first grader from their marriage of nine years. We were all good friends and tried to get away together once every year or two. In between we would see each other every couple of months since we lived about an hour apart. We all took Monday off from work and were going to a football game on Sunday. Other than that nothing was planned for the weekend except some R&R&R, rest-relaxation-rum.

We had booked a suite downtown that was set up with two bedrooms with bathes and a common area in the middle with a couple of couches, a table and chairs, and a mini kitchen. We were pretty beat after the three hour trip following a long week at work. We had a couple of drinks and crashed on Friday night. We awoke to the sound of someone in the common area getting some breakfast ready. I had my usual weekend hard on and wanted to play, but Alex coaxed me into going out and checking the activity in the kitchen. Chad was making some coffee and toast, and had already been down to the exercise room for his morning routine. He was the one of us that could certainly afford to go a few days without a workout. He is 49 years old with red hair and a nice build. He has never been heavy and did not develop that beer belly that I had. When we lived together 28 years ago, we routinely saw each other naked. Chad is well built in the penis area as well. He is uncut and about six inches when he is soft. I have never seen him hard, but I would think it grows. On the other hand, I am at the max five inches long and about the thickness of a broom handle. I am 50 and about 25 pounds too heavy. I was also a couple of inches shorter than his six foot frame. At 48, Alex is a few pounds heavy, but has kept her figure pretty nice considering she has two kids that are in their 20's. She has 34B tits with sensitive nipples. Carla is the youngest of us at 37 and also the biggest. She stands two to three inches taller than my 5'7" wife and is quite heavy. She is big boned with a pretty ample ass and very large breasts.

"Carla is getting ready to go for a swim. Are you guys going to join us?"

"Sounds good to me. I'll see if Alex is up to it," I said as I returned to our room. She was in the bathroom brushing her teeth. I reach around her feeling for her tits and said, "They are going for a swim. Do you want to join them or should we just stay here and find something else to do?"

She moved my hands away and said, "Get your suit on and get in the cold water so that thing shrivels up. We can take care of that tonight."

I stripped off my running shorts that serve as my pj's and moved my hard on into her panty covered butt. "You sure you don't want some of this now and tonight?"

"You probably couldn't get it up twice in a day anyway," she laughed as she pushed me away and closed the bathroom door. I proceeded to get my swimming trunks on and get my cock settled down. Alex emerged from the bathroom with her suit on which disappointed me since I wasn't able to watch. She wore a one piece conservative black swimsuit.

Carla and Chad were waiting for us when we emerged from the bedroom. We headed to the pool and spent some time in the hot tub and pool. It was easy to see that Carla was not real comfortable with her body in the swimsuit. But after spending some time with us and seeing my beer belly hanging out she loosened up a bit. We had a couple of Bloody Mary's and played some keep away in the pool which spurred some physical contact. I could see Carla's nipples come to attention on a couple of occasions after Chad and her fought for the ball. It was getting close to lunch time when we decided to order a pizza and head to the room. We took our time getting to the room and the pizza arrived shortly after we got up there. That meant eating with our swimsuits on which was fine with me. Carla's boobs are big and I enjoyed the cleavage she was showing. After our showers we did some shopping and bar hopping in the downtown area before stopping for dinner. We decided we would just go back to the hotel and play some cards and have a few more drinks rather than taking in the bar scene. We were getting old.

We played a couple of games of pinnacle and were getting a little plastered when Carla said, "Why don't you teach us how to play poker." Chad and I occasionally got some guys together and had a poker game.

"You just want us to teach you so you can come to our poker parties," I said.

"You watch it on TV all the time so it would be nice to learn," Alex added.

We proceeded to get the poker deck out and explain the rules as we played some mock hands. We then played for about a half an hour before Carla said, "I don't know what you get out of this but it's pretty boring."

"When you have money on the line it's more exciting," I said.

"That wouldn't be much fun because it wouldn't mean much if I won Chad's money or Alex won yours."

"That probably would be the other way around anyway."

"You are pretty cocky. I bet we could hold our own."

"So name the stakes and we can find out."

"How about strip poker," Chad blurted.

Alex added, "You better be willing to show the package if you lose."

"I don't have much of a package, but I'm in," I said.

"No one would want to see my blubber," Carla said.

"Stan was looking at your tits all morning in the pool," my wife added.

"I may need another bottle of rum to go along with that," Carla said.

"I don't want this to ruin our friendship so we only go ahead with this if everyone if comfortable and we agree to guidelines," I said. "We'll go to our room and talk about it and you guys can stay here and decide if you are game. If anyone isn't 100% sure we don't do it." We headed to our room and closed the door.

As soon as we closed the door, Alex grabbed me and gave me a long passionate kiss. "God, I'm horny. What do think about being naked in front of them?"

"I would love to see Carla's tits. They are huge. I know what Chad has when he's soft, but I would like to see how big he gets."

"Do you think he's big?"

"He's bigger soft than I am hard and he isn't circumcised."

"I have never seen an adult cock that wasn't circumcised. Yours is the only hard one I've seen other than the couple of porn's we watched."

My wife was a virgin and quite naïve when we married so this was getting me very excited. "So does that mean you are in?"

"What do you think?" She said as she started rubbing my cock.

"Hopefully they feel the same way." We kissed again before heading back into the common area where we found Chad and Carla in a passionate kiss themselves.

"We're game if you are," I said.

"Shuffle the cards," was Carla's response.

We agreed to all start with an equal number of articles to make things fair. Chad and I both wore an undershirt, so we had six pieces with our socks. The girls also had sox, pants, shirts, bras, and panties. Carla had to remove a light jacket she was wearing over her button up blouse that was stretched to the max. We would play 7 card stud with the loser taking off a piece of clothing. Since there was no drawing of cards, there really wasn't any skill involved. We moved from the kitchen table to the two small couches with an end table. We played the game slowly, giving an analysis of each card that was turned after the two hole cards were dealt.

Chad lost the first two hands and was without sox. Carla lost, Chad lost, and Alex lost. That left me fully dressed and Chad with his shirt off, with the girls each missing a sock. I lost the next three hands, so both Chad and I had removed our shirts. The girls were getting quite a kick out of us losing since we were the poker experts. Chad lost the next hand and took off his t-shirt. I followed and did the same.

"I like how this is working," Carla said. "These two guys will be naked and we can quit."

"No quitting until we are all naked."

"What are your consequences when you don't have any clothes to lose?"

"We could take digital pictures of them once they are naked and lose again," Alex added.

"That sounds like a good idea as long as it's not me," Carla said. "I hate pictures because they make me look fatter."

"How about if the loser draws a card and anyone who draws the same colored card is in the picture with them," I said.

"That could get interesting," Chad added.

Carla proceeded to lose the next two hands and really hesitated as it was her turn to take off her blouse.

"They saw you in your swimsuit and your bra doesn't reveal much more."

"I suppose you're right," Carla said as she unbuttoned her blouse and slid it off he shoulders.

"How big are they?" I asked as my wife punched me in the arm.

"40DD," Chad said as Carla punched him.

Chad lost the next hand and had to remove his pants. He was wearing white jockeys and I could see his semi erect penis growing by the second.

"How big is that thing," Alex said as she stared in amazement.

"I guess you will find out in a little while," Carla giggled. "It's big enough."

Alex lost her second sock before Chad lost again.

"I can't believe this," Chad said as his red complexion turned redder.

"Let's see the Whopper babes," his wife said.

From a sitting position, her worked his shorts over his hips and threw them on his pile of clothes. His cock stuck out from his groin in a very impressive manner. He had to be at least 8-9 inches long and was significantly thicker than mine.

Alex whistled and said to Carla, "How do you take all of that?"

"Sometimes nice and slow and sometimes hard and fast. It stretches."

Chad picked up the cards and dealt the next hand which I lost. I got up to take off my pants leaving me in my boxers with my tiny dick hard as a rock.

"As you can see I don't have as much to work with," I said.

"I've had them that size and they work too," Carla said reassuringly.

Chad lost the next hand and drew a red card along with Alex and me. He positioned himself between us and my wife couldn't take her eyes off his prick. It was fully erect but only a little bit of the head was peaking out from under the foreskin. Carla took a quick picture and we dealt the cards. I lost the hand and quickly stood to remove my boxers and toss them on the pile.

"Woo Hoo," Carla yelled as both of the guys were now nude. "Is it time to quit?"

"Not a chance," I said as I dealt the cards.

Carla lost the next hand and got up to remove her pants. She had on tight black slacks and struggled to get them over her ample hips without pulling her panties with them. She now had on her white bra and matching white cotton panties. She also lost the next hand and we were going to see some boobs, big boobs. She turned her back to her husband and he unclasped her bra. She turned red as she moved the material away from her body.

"God they are huge," I said.

"I guess we are the under endowed," my wife added.

"They get in the way sometimes so don't feel so bad."

She had dollar sized aureoles and her nipples were erect.

Chad lost the next two hands. The first picture had him and Carla posing with a passionate kiss. He was playing with her nipples and she was stroking him. I took my time taking the picture so they could play. The second picture had Chad alone playing with his big prick. I lost the next two and had to pose by myself for the fist one. I was joined on either side by the ladies for the second picture. My wife quickly grabbed my cock and started stroking. She moved her hand down a bit and Carla covered up the top half with her hand. I reached a hand for each one of their boobs and enjoyed the moment.

Alex lost the next hand and finally had to remove her blouse. Chad lost the next two hands and posed with each of the ladies. Alex was first and she wasted no time putting her hand on his huge prick for the first time while he reached into her bra and brought a moan from my wife. I instructed Carla to put one of her legs over Chad's to expose her panty covered pussy. Chad immediately started playing with her clit through her white cotton panties as she stroked him. I let them play until Chad suddenly moved a hand to stop Carla's stroking.

"I'm going to come if you keep that up."

"I'm close too so don't stop," Carla added as she started humping his hand.

"The picture is taken so it's time to finish the game," I said. "We can get to the coming when everyone is naked."

Carla lost the next hand and quickly slipped out of her panties.

"You had better get me a towel before I sit down or I will mess up the couch."

I got her a towel as Chad dealt the next hand. Alex finally lost her pants, and I could see her panties were wet with pussy juice.

Chad lost the next hand and had to pose with me. At first we just sat beside each other.

"Why don't you two stand up and have a sword fight," Alex said as she grabbed the camera.

We stood and tentatively moved our butts around occasionally touching our pricks together. This really sent a thrill through me as I have always wanted to feel another man's cock. I finally reached out and grabbed his prick and mine. I held them end to end and pulled his foreskin over the top of my prick. What a feeling that was.

"God, you are really big," I said as I started to move his foreskin back and forth. "I can jack both of us off at the same time."

"I am going to come," Chad said as he reached down and squeezed hard on his prick to stop himself.

"That was hot you homos," Carla said as she absently played with her pussy.

"It doesn't look like you minded," I said.

"Not at all, now let's get Alex naked."

I lost the next hand and was joined on either side of me by Chad and Carla. We all grabbed for each other's genitals as Alex snapped a couple of pictures. Any homophobia between the guys was gone. Alex lost the next hand and quickly removed her bra. Carla posed alone for the next photo and was not shy about spreading her legs and playing with herself. Her husband lost again and was joined by my wife and me. Chad wasted no time in bending over to suck on Alex's nipples as we played with his cock. Finally Alex lost her panties leaving everyone nude.

"What's next?" Carla asked.

"How about if we take some video doing it the same way we did the pictures? We can each draw a card and if it is red you are in the video. The highest card of those not in the video is the director. We can shoot five scenes and see what happens. I will get the video camera and everyone can cool down a little bit and have another drink."

Alex asked as she looked at me, "Is everyone game for what might be happening next?"

Carla and Chad held each other and both nodded their approval.

"Since I don't hear any objections, I'll get the camera."

"I'll help you," Alex said as we headed to our room.

"I thought we should maybe talk about this a little," she said as we got the camera and tripod out. "I have never had sex with anyone but you, but I think I want to feel Chad's cock inside of me. He is so big."

"I love you and want you to feel that. I may be jealous, but I would love to see him fuck you. How would you feel about me and Carla or even Chad?"

"I almost came when you guys started touching each others cocks. Let's go for it." We kissed and gathered up our equipment.

"Are you guys still game for this?" Alex asked when we got downstairs.

"We are if you are, but don't feel you have to. We can just watch each other if you would rather do that," Carla said.

Alex moved over and gave her hug, and said, "I really want to feel him inside of me if you're ok with that." They hugged tightly, rubbing their tits together. "Let's get going before I come just thinking about it."

"By the way, I've had a vasectomy," I said.

"So have I," Chad added.

"Pick a card. The red ones are winners. If they are all red, we pick again," I said as I shuffled the cards and spread them out.

Carla and Chad drew the red cards and Alex drew the high black card. I moved behind the camera and started it rolling. They sat on the couch, kissing and playing with each other.

"Go down on him but don't let him come," Alex instructed. Carla leaned over and started to move her lips around Chad's prick. She managed to get about half of it in her mouth and moved in at a steady pace. It wasn't long before Chad pulled her off to keep from shooting his load. "Now it's your turn, but make her come," Alex said to Chad. Chad guided Carla onto the couch and started sucking on her huge tits before making his way to her pussy. She had nice black pubic hair that was already stuck together with her pussy juice. Chad nibbled on her clit as he moved a finger into her cunt. In a matter of minutes she was climaxing hard. After she had come down from her high, he moved up to her tits before giving her a kiss with his come covered mouth. He then wiped his face with the towel on the couch.

"Cut," Alex said. "Let's draw again."

Alex drew the lone red card and Chad had the high black one.

"Make yourself come," Chad said with a smile.

"That won't take long," she said as she sat on the couch with her legs spread and immediately started to finger fuck herself. This really surprised me as I always had to really coax her to ever touch herself, and she never did it to orgasm. I a matter of minutes she was screaming in orgasm.

"Two down and three to go. I am feeling left out."

We drew again and the guys got the red cards. We both turned as red as the cards. Alex got the high black card.

"I won't make you do anything you don't want to so let me know if you object. How about playing with each other a little bit."

We sat on the couch and reached for each others dicks and balls. We were looking at each others pricks when Alex looked at me and said, "Suck him." I looked at Chad before sliding to my knees. I tentatively licked the side of his shaft and his balls before moving up to the top. I pulled the foreskin over the head and took my first cock into my mouth. I pulled all the way up and pulled his skin back to expose the head. I ran my tongue around the massive head before taking him back in my mouth, moving up and down. He pulled my head away in a couple of minutes and stood me up. In one swift motion I was buried in his mouth and he sucked me furiously. I had to pull away after a minute to keep from coming.

"You little cocksuckers," Carla giggled as she gave Chad a peck on his lips. "That is hot."

Alex and I drew the red cards and Carla told us to do whatever we wanted. I was so close to coming that I just kept Alex's hands and mouth away from me. I went down on her and made her come a couple of time before I slid up her body and buried my prick to the hilt in one stroke. I just held it there and kissed her passionately, before withdrawing. "Just a sample of what you might get later," I said as I stood up. "One more to go, so coming is allowed and needed. Let's draw.

Carla and I drew the red cards and Alex drew the high black one. "Fuck her good," my wife said as Chad took over the filming. We moved to the couch and started kissing. I couldn't keep my hands off her big tits. She played with my tiny prick for a few minutes before I made my way to the floor and started eating her to a couple of orgasms. I moved back up her body and worshipped her boobs for five minutes before I stood and guided her to a kneeling position. I entered her doggie style and fucked her from behind. Her big tits were swaying in the air. Since she was used to something so much bigger, I was not sure she was getting anything out of this. The lack of my size and her ample ass didn't allow for much penetration. However, she was soon coming, so the angle might have been hitting her G-spot. I withdrew and guided her back to a sitting position with my cock dangling in her face. She immediately took it into her mouth, cleaning off her pussy juice.