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"No," she said, "I have just had to dream about it. This will be a first."

"I guess the first thing then," said Jim, "is to find out what you don't like to do."

"Well, I don't know." she said, "I haven't done this before so I don't know what I don't like. I guess you will just have to try things and if I say I don't like it, then we stop doing that."

"You can count on that!" Jim said holding up his hand. "You say stop, that's what we do. Right Tom?"

"You have that right. And don't be afraid to say you don't like something if you don't Sheila. Jim and I both want you to have as good a time as we have."

"What I really meant," said Jim, "was is there anything about sex that you don't like, like oral sex, anal sex, tasting yourself on a guy, or getting come in your mouth?"

"No, I guess I like all of that as long as you don't put your cock too far into my mouth. I mean I can take quite a bit in my mouth, but I have to be careful how fast it goes in and all, and the anal sex needs to be done carefully so it doesn't hurt, but yea, I do all of that." Sheila said, feeling very happy that she really did like all of that.

"What we have here," Tom said, "is a real party girl! You are going to love this." he said looking at Sheila.

"Good!" she said standing up and removing her blouse. "Now let me see if you have a gun in your pocket or if you are just happy to see me."

Jim's eyes opened wide when he saw Sheila's nice tits, and then he laughed and stood up. "Here's what I've been hiding." he said dropping his pants. His erection was very obvious in his briefs even before he lowered them, letting it spring free.

"Hmm...I guess you are just happy to see me." Sheila said reaching over and taking his hard uncircumcised cock in her hand. "This is pretty nice." She now gave it a few strokes as Tom got up and came around behind her. As she admired Jim's cock, Tom knelt behind her and slid her panties down her legs. As he stood up, she felt another cock poking at her now bare bottom. "Say boys," she said, "it's about time we moved to the bed." Somewhere during all of this the rest of Jim's clothes managed to come off him.

The three of them moved to the bed and lay on their backs on it with Sheila in the middle. "This is terrific!" she said as she stroked two hard cocks. "You know what I would really like? And I know this sounds a little kinky, but...." she said as she sat up and turned around to face them.

"Hey, I like kinky!" said Jim. "What did you have in mind."

"I'd like to watch the two of you stroke these nice cocks yourselves while I watch."

"Only if you play with yourself while we do it." Tom said as he took hold of himself and began to slowly stroke it for her. Jim started moving his hand up and down on his too.

"Like I could resist?" she asked. Her hand went down between her legs as the two men began moving their hands up and down on their cocks. "Oh, this is so hot." she moaned as she watched the two of them. Her finger was moving very quickly over her aroused clit.

"You know," she said with some hesitation, "is there any reason that either of you know of why we should have to use condoms?"

"I'm clean." Tom said. "I just got tested last month. I haven't been with someone in quite some time, but just wanted to be sure."

"I've had a few women." Jim said, "But I just got tested a few weeks ago and it came back clean. I just decided to get the test for the hell of it. Why would you not want us to use them?"

"Well," she began," I know a lot of women whine about the mess and all, but I actually like the feel and taste of come during and after sex. If one of you comes in my mouth, I want to be able to taste it. Even more, I want to be able to taste you while I am blowing you. I like the feeling of a nice hard cock pumping come into me when I am getting laid too. This is the part that most women whine about, but I like the feeling of it running out of me during and after sex too."

"That's okay with me." Jim said.

"Neither one of you minds sloppy seconds since we haven't decided who gets to put their come in me first?"

"It won't bother me." Tom said as his hand began to move a little faster up and down his rigid shaft.

After a few minutes Sheila couldn't take it any longer. "Okay guys," she said as she lay down between them again, "how about one of you put a nice hard cock inside me and let me suck on the other one. I'm sure there is nothing like getting it in both ends at the same time."

"You sure this is your first time at this?" Jim asked her.

"Yea, why?"

"You just seem to know what you are doing. Much more so than I would have expected."

"Let's say that I have a few hours under my belt dreaming about this sort of thing and I have a very good imagination. After my husband stopped wanting me, my imagination went to work and it worked overtime. Especially when I was getting myself off. My," she said stroking the two cocks again, "you two are really excited over this aren't you? Both of your nice cocks are just slobbering at the prospect of having me aren't they?" She was fascinated by the amount of pre-come that the two men were leaking out of their cocks as she played with them, smearing it over the two bulbous cock heads. "It's time one of you got one in each end of me."

"Well, I would hate to keep you waiting for your fantasy any longer, and as horney as I am, I don't want to wait any longer." Jim said as he rolled over onto Sheila and got between her legs.

"Oh am I going to love this." she said as she spread her legs and then lifted them, helping Jim get into her.

Tom knelt by her head and put his hard cock up to her mouth. While this all worked, it wasn't the best position to use for this. Sheila sucked on Tom's cock while Jim was moving in and out of her, but they were pretty much in each other's way. "Ya know Jim," Tom said, "if you took her doggie style, it might work a lot better."

This position wasn't working any better for Jim and Sheila, so they all changed positions. Sheila got on her hands and knees in the middle of the bed and Jim re-entered her from the rear. Tom moved around to her head and sat on his haunches. Now Sheila could easily blow Tom as Jim merrily pumped away at her hot tight little bottom.

Tom was the only one sitting back and enjoying this to the fullest; he wasn't overly horney as he had already had Sheila once this evening. Jim was obviously very horney and very excited by this little threesome scene. Tom could tell by the expression his face and the way he was pumping away at Sheila that he wasn't going to last long. Sheila was living her fantasy to the fullest, and from her moaning as she blew Tom, it was obvious to both Tom and Jim that she was getting close to coming.

"This is soooo hot." Jim moaned. "Damn she's tight. Man, I can't last much longer."

There was a muffled response from Sheila, muffled by Tom's hard cock in her mouth, but it was plain that she was on the verge to coming herself.

Jim was hanging onto Sheila's hips as he pumped away. A few short seconds later he went over the edge. "Oh baby....." he groaned, "here it comes." His first thick load of come shot up his rigid shaft and deep into her. His orgasm was so intense that he had to stop pumping as the first few spurts of his come surged up his hard cock and deep into Sheila.

Now Sheila started to come. There were a few muffled grunts with Tom's cock in her mouth, then she pulled her head back and moaned, "Oh....oh.... YESSSSSSSSSSS!........oh fill me baby." she panted. She tried to pay attention to Tom's cock by stroking it with her hand, but the intensity of her orgasm really prevented her from concentrating on what she was doing to him.

"Oh man......that was intense." Jim panted as his orgasm subsided and he leaned over Sheila's back.

"Yea,....that was good." Sheila panted. "Just as good as I thought it would be. Now Tom, how about you taking a turn back there while I suck on Jim some."

Tom was more than ready to get into her tight little body again. He moved around to her behind just as Jim was pulling his half hard cock out of her. There was a trickle of come running out of Sheila as Tom got into position and put his very hard cock up to her sex opening. He thought it was a odd sensation entering her with another man's come running out and making her very slick, but none the less, he found it to be a huge turn-on and entered Sheila in one swift stroke. Now he could feel the wetness of Sheila's juices and Jim's come getting the base of his cock and his pubic hair wet as he began to pump in and out of Sheila. The first time he had had sex with her he had worn a condom. While the sex with her had felt great, there was nothing like feeling her wetness directly on his cock. Now the added sensation of another man's come on him only added to the sexual excitement. As he began to pump away at her, he noticed that the come and juice leaking out of her was getting his balls wet there was so much of it. Jim must have really filled her with his come. Now it was his turn again. Even after just having sex with Jim, Sheila was still as tight as the first time he and been inside her that evening.

Jim had moved up to Sheila's head and sat on his haunches as Tom had. It seemed that she wanted to suck on his cock even though it had just been inside her and he had just come. While he thought it was unlikely that he would even get hard again after just coming, he let her suck on it. Much to his surprise, she was so good at it, and this was such an erotically charged situation that he felt himself coming back to life in just a few short minutes.

"She is really hot and tight." said Tom pumping in and out of a very wet Sheila.

"Yea! Her husband is nuts." replied Jim, now really getting into the blowjob he was getting from Sheila.

"Hard to believe that she had two kids huh?"

"Two? No kidding? I noticed some faint stretch marks and figured maybe she had one. She's so tight I thought she felt like she had never had one."

"Yea, two, no kidding."

"I'm sure glad you two like what you are getting." Sheila said as she slipped Jim's cock out of her mouth to admire it. "I know I like what I'm getting." She began stroking Jim's quickly hardening cock with her hand as she examined it.

"Is this all you thought it would be?" asked Jim as he reached under her and began to play with her breasts and nipples.

"Yea, maybe better. You two really know how to make me feel good. You know Jim, this is the first uncircumcised cock I have ever played with." she said as her hand moved the foreskin over the head and back down the shaft. "These are interesting."

"Play with it all you want baby. You're making me feel good." Jim said, thoroughly enjoying how she was making him feel. By now he was fully hard and knew he was going to be coming in her mouth pretty soon.

A few more strokes on this fascinating variation of cock and she put it back in her mouth. Sheila began to suck on him with a renewed determination to please him and make him come for her.

"I'm going to come pretty soon." Tom moaned as he continued to pump away at Sheila's tight little bottom.

"Kinda hard to believe her husband doesn't think she it too hot any more isn't it?" said Jim with his eyes shut and his head back. Sheila's oral work was really getting to him.

"Yea.....I'm.....Oh God this is great....I'm COMING!" moaned Tom as his second orgasm of the evening started. Now his hands clung to her hips even tighter as he thrust himself deep into Sheila as the first spurt of his hot come rushed out of his balls and exploded deep inside her. He was only able to give her short little pumps as he groaned and tried to stay as deep inside her as he could while the next few spurts of come shot out of his climaxing cock.

Sheila became to come again as soon as she felt Tom shooting his load of come into her. She groaned and tried to keep sucking on Jim, but that proved too difficult. Soon she let Jim's cock slip out of her mouth and tried to stroke him with her hand. She could breath easier now and moaned loudly as Tom filled her.

Jim had been getting pretty close to coming himself, but when she let him slip out of her mouth, that slowed him down a little.

"This is incredible." Tom said softly as he pumped the last few spurts of come into her.

"There is just something about being in a woman right after another guy has isn't there?" Jim asked him.

"Yea, but I haven't had the pleasure in quite a while." Tom said. He was now motionless but still deep inside Sheila. "There is something that is, well,...very erotic about it."

"I always thought so." Jim said, thinking about the last time he had been with a woman just after another man had. "Say...uh....Sheila, would you mind if I didn't come in your mouth and went back and took Tom's place and came in your nice little rear?"

"Okay," she said, "I can probably come again if you can manage to fuck me for just a minute or two. I'm like that."

Jim scurried around to Sheila's bottom. "Out of the way pal." he said to Tom. "I have another load for the lady."

"Okay." Tom said as he reluctantly withdrew. He lay on his back next to Sheila. "You really are very sexy." he whispered to her just before he moved his head over and kissed her.

"Thanks." she said just before she opened her mouth to accept his tongue.

"Oh damn this is sloppy and hot." Jim said as he slid all the way into Sheila. "My come, your come, her come.....just hot wet sexy sex! I love it." He started pumping, giving her long slow strokes, as he enjoyed the very sexy feeling of all the come getting his whole crotch wet. Now it was Tom's come that was getting him all wet and dripping off his balls.

A few seemingly short minutes and Jim was ready to come in Sheila's tight vagina again. "I'm going to come in you pretty quickly now." Jim moaned.

"That's okay, I'm ready to come too." she said breaking her kiss with Tom. "Go ahead and fill me honey. Give me all of your hot come!....I'm..COMING!" she groaned loud and long. "I'm coming soooo good."

That was enough for Jim. He passed the point of stopping."Oh God baby.... here it comes! I'M COMING TOO!" he half shouted. For the second time that evening his come shot up his cock and deep into the now climaxing Sheila. Jim thought he had given her his all the last time, but was surprised at the amount of come that he at least thought he was giving her this time. Spurt after spurt of his white hot come came rushing up his rock hard cock and into her climaxing body. It felt so good he could hardly pump at all, not that Sheila seemed to notice as she came around his hard cock.

When it was finally over for both of them, they again lay on the bed again, not saying much for a few minutes. It was Sheila who finally spoke. "You guys wouldn't believe the river of come running out of me and down my ass." she said as she lay there.

"That's what you wanted wasn't it?" asked Jim, still breathing hard.

"Yea," she said softly, "that's what I wanted. It feels nice." It felt even better knowing that two good looking guys had really found her very exciting, had wanted her, and had just fucked her silly.

A little later Sheila got up, went to the bathroom to clean herself up some, and then slowly got dressed. Sheila gave Tom her panties as a reminder of this trip, something he was thrilled to have. He laughed and said that at least with these he could be sure it wasn't a dream. When she was ready to go, she came over to the two men who thought she was still a very sexy and desirable woman, and gave them each a long passionate kiss goodbye. "Thanks for everything." she said. "I guess I need to do some thinking about what to do with that husband of mine, but I really don't' think I need to spend the rest of my life with someone who really doesn't like the way I look - especially after this evening." As she left, a little reminder of the hot time she had just had started to run slowly down her leg; she smiled.

Copyright (C) February, 1997 by Art. All rights reserved.