Bear Women - Mistress Caroline

"Yes...Yes...Yes" Caroline shouted, clutching at her cunt with her hands as it clamped down around my erupting shaft, milking out its load of semen. Ed shot a load out of his penis at the same time, the first shoot landing on Caroline's arm and the table. A detached part of my brain registered that even as I surged another load, filling her with more semen. As I did, she ground herself back against me, instinctively pushing me inside her as deep as she could.

I held my spurting cock in her cum-filled hole until if finally stopped shooting. Then I slowly backed my cum-cover penis out of her wide open vagina. I looked down to see a long strand of cum leak out of her pussy and drip down onto the table, joining the pool of fluid under her ass. I sat down in my chair, mesmerized by the gross obscenity of the additional creamy goop that ran out of her.

It was a few moments before anyone spoke. Caroline looked up at me and smiled. then she glanced over to Ed and saw his cock, softening in his hand and dripping with his own cum.

"Did you jerk off without permission?" she demanded.

"Yes, mistress," he replied like a little boy.

"Where is your cum supposed to go?"

"Only in your body or in my body, mistress."

"You broke the rules, you little shit," she scolded. "For punishment, cleanup our mess...with your tongue!"

"Yes, mistress," he answered. His tone was submissive and cowardly, but his eyes glistened with excitement. I shifted out of the way as Ed came over and started licking our juices off the table. Eventually, he started licking Caroline, cleaning all the foamy sex fluids from her skin before moving to her cunt and sucking all the juices out of her. When he completed that, she grabbed her ankles and pulled herself open, exposing her ass to him.

"Clean my ass, too!" she ordered. As I watched Ed lick the crack of her ass, I noticed that he was already fully erect again. I have to admit, I was feeling resurrection in my loins as well, just from watching.

"Stick your tongue in my ass!" she told him. "Tongue-fuck my ass." Ed did as he was told, obviously enjoying it. Caroline too was enjoying it, and after a few moments, she clenched her eyes closed and shivered. It looked like she had a small orgasm just from getting her ass tongue fucked. She was the kinky-est women I had ever known, and we were just getting started.

"Enough!" she ordered. "No help me up." Ed helped her off the table and she stood next to the table, pausing a moment to stabilize her equilibrium. Then she looked over at me.

"That was well beyond what I expected out of you," she purred. "Most men your age are still more focused on their own pleasure rather than their partner's. I would like to explore this some more, but let me show you around the house while we rest."

She lead me around the house, explaining how the party nights were set up. Upstairs, their bedroom was considered off limits, but each of the two kids beds were covered in plastic and then flannel sheets to be able to support "private" encounters if the guests chose. The living room was full of cushions to allow group activity. Going down stairs to the basement, there was a large room that was half family room and half, well equipped gym. The family room portion was carpeted with second-hand furniture around a television. The gym half had a rubber mat floor and was set up with a weight bench, a pulley & weight exercise machine, and a rack of horizontal slats against a wall. All the walls were carpeted which created a very quiet room. Since Caroline and Ed did not strike me as super-fitness types, I looked at Caroline with a raised eyebrow as she showed me this area.

"This is also our dungeon of sorts," she explained. We can use the equipment to tie up our slaves as we need to. And the sound-proofing allows the subjects to scream if they need to." I noticed a bright sparkle in her eyes as she talked about this. This was not a scene I really was into but I knew that some people really found extreme sexual thrills in bondage and torture so that's ok.

"Each guest knows that the safety word is catastrophe," she explained. "At the mention of that word, the activity that person is involved in must stop. That prevents things from getting out of hand. Are you interested in playing down here?"

"I am not really sure I am ready for that yet," I answered honestly. "I could take domination and denial to a point, but I really don't think I find pain sexy."

"Maybe you can come down and watch," she purred with a smile. I could use you for a diversion and a tease while punishing one of my slaves." She moved closer and rubbed her leather-clad body against me. Her erect nipples pressed against my chest. "But right now, I want to ride you. Let's go back up stairs." She took me by the hand and led be back to the living room. Ed was waiting in the corner, having already laid the cushions out over the carpet.

"Lay back and let me ride you," She told me. "You know I like to be in control. And I really want to control you." I had heard this before, mainly because most guys wanted to go too fast, but with Caroline, her concept of control was a little different. In spite of a bit of worry, I laid back and let her straddle me.

"I'm already so wet," she said as she smiled down at me. "That this is going to slide in too easy. I need to feel every bit of it so I am going to go very slow." With that, she positioned my cock at the entrance to her hot pussy and began her slow decent over it. I could feel my cockhead push her inner lips apart. It was at that point that she paused, welcoming my manhood into the depths of her body.

She pushed down a little more and the swollen head of my cock was fully in her. She inhaled a sharp breath as it filled her, pre-orgasmic sparks starting to fire though her nervous system. She moved herself back up so the head of my cock was once again at the entrance of her cunt, then down again until she enveloped the head of my prick. After several more short up and down trips, I felt same muscle squeeze in the walls of her cunt that I felt be fore just before...

"Oh shit," she exclaimed. "Oooh Fuck, I'm cumming." She pressed down hard taking my whole cock in, then held herself down on me while her vagina convulsed around my shaft and her whole body began to shudder. I forced myself to lie still as Caroline rode me through her orgasm.

When her orgasm was over, she fell forward on me, her large breasts crushing me. The tip of my dick was still in her, and I rubbed her back. She was breathing heavy and it took a moment before she could say more than, "Wow."

"Oh baby, that was incredible. That orgasm was so powerful that I feel week." she said with a weak voice. "My pussy still wants more, but I don't have the strength. Give me another moment to rest, ok?" I nodded yes, but I had an idea that would really knock her socks off. As she laid there, I looked over to Ed and caught his eye. With one free hand, I slowly motioned to him to come closer. As he moved closer, I pointed at her ass. His eyes got wide, but he started to move closer. I gave him the clenched fist signal hold and he understood to wait.

"Mistress Caroline," I whined. "I am not sure I can hold off much longer. It feels so good." I wrapped my arms around her leather encased body and started to thrust my hips to drive my cock in and out of her.

"No, oh no," she began to moan as she started meeting his strokes. "Too soon...happening so fast? I'm going to come. -- I'm cumming. -- CUMMING!" She sat bolt upright and was thrusting her hips down on me as her tits flew all over. I was clutching at her hips and she leaned forward and rested her hands on my shoulders, her huge tits jiggling over me as she slammed her hairy pussy onto my cock as fast as she could. I signaled Ed and felt the cushions sagging between my legs as he made his way behind her. I reached around and grabbed her ass and pulled her down hard on me, holding her still and spreading her ass to open it for Ed's use. I felt her body shift as Ed pressed his cock against the rubbery tightness of his wife's back door.

"Ed, you shit!" she gasped. "What are you doing?" I held her tight as the first part of his cock bored into her ass, then Ed had to start slowly fucking in and out, pushing farther in each time. Caroline moaned and groaned, adjusting to two cocks in her body. She told me later that even though they were not huge pricks, having them in her pussy and asshole at the same time made them seem very big indeed. She said she was so overwhelmed with the need for raw fucking she did not know which way to move.

Caroline started wildly humping back at the two of us, thrusting her cunt onto my shaft and then fucking her butthole onto Ed's prick. Only a thin flesh membrane divided her pussy and bowels so Ed and I could actually feel each other's presence in her body. Ed grunted as forced cum-laden cock all the way into the tightness of his wife's sphincter. For a moment he was still as he took in the pleasure of his wife forcing the warmth of her bowels onto his cock. Then he started thrusting again, rhythmically pounding his aching into her ass.

"Fuck my pussy," Caroline screamed. "Fuck my ass!" Sweat dripped from her body as she humped frantically between us, her big tits swaying back and forth above me. Ed and I responded responded to her direction, trying to coordinate the rythum of her motion with our own individual thrusts. Ed was in more of a position to really ram her, and I could feel him pounding her asshole ever harder, his prick swelling with the load of cum that would shower her bowels.

"I'm cumming!" Caroline screamed suddenly. Ed and I could both feel the orgasm burst violently deep inside her belly, radiating through her pussy and asshole with waves of muscle spasms. We both could feel her fuck holes spasm even harder around our cocks. I looked up and watched as her mouth opened but no more sound came out. Her body spasmed so violently that is was like a seizure, where she had no control left over her body. Her eyes were wide and she gripped her own belly and shook on top of me.

Ed rammed forward hard, sinking his prick one more time fully into her asshole. He was cumming too, shooting his second load of the night deep inside his wife's shaking ass. Even as she was engulfed by her orgasm she felt her anal tunnel showered with more juice and reach around to pull him into her sphincter.

That was enough for me too. I was able to maintain control thru her first wave of contractions, but when she went into full body tremors, I could hold back no more. I cried out, thrusting my hips up as high as I could with the weight on top of me, trying to ram my prick as far into her throbbing pussy as I could.

Caroline groaned her way through one body spasm after another, over and over again. Even as Ed and I were still, trying to regain our breath, she twitched and shook. Finally she collapsed on top of me, the movement pulling Ed's prick quickly out of her ass. She lay there panting, trying to get enough air back into her lungs to be able to speak.

Ed told me later that he looked down on his wife and mistress at that moment and it was an incredible sight. His white cum was seeping out of her ass as it slowly closed from his pounding. He could see where it ran down to where my cock was still inside her pussy, there joining the sappy white goo running out of her cunt, down and around my balls and puddling under my ass.

As we cleaned up, she told me I passed my audition and looked forward to introducing me to some of the other guests at her party. I looked forward to it!