Developing Friends Ch. 03

The trio were fed up, so Anna suggested they head to the flat, away from other humans and have some cake that she had made the day before. Her men agreed and off they went, Anna threading her arms around each of them as she walked in the middle.

Back at the flat Anna took the drink order and Robert cut the cake for each of them.

"Make yourself at home." she called to Sam as he sat in the living room.

"I am usually naked at home, young lady!" he replied with a laugh.

"Make yourself at home." she repeated as Robert smiled at her.

The two men chatted and Anna came in with tea and coffee. She looked around the room and went to the windows to open them, pulling the blind up fully to flood the room with sunshine. Then she reached for the picnic blanket and spread it on the carpet, sitting down in the middle.

She patted each side and asked the men to join her, which they willingly did. She then lay back and sighed "The sun is nice" as the two men looked at each other, shrugged and joined her to lie on the blanket in the living room.

Tea, coffee and cakes were finished and Anna was again lying on the blanket, bathed in sunlight.

"You won't get a tan through the windows!" stated Sam.

"I know" she sighed, "but the sun feels so good." Then she stood and left them, just as they began to lie down.

Anna returned a few minutes later and Sam's eyes opened wide. She had changed into a pair of jeans shorts and he could not stop staring at her legs. He had never really thought of seeing too much of her, thinking topless was the limit, but now he saw her lovely legs he had some very naughty thoughts. Thoughts a much older friend shouldn't have about a girl with a boyfriend.

"Right, sunbathing time!" she declared and hit the blanket between her men. "Make yourself at home guys." she said and Sam's cock was twitching like crazy as he stared at her legs.

Both men reclined next to her and she moved her arms to touch each one, loving the secure feel of them flanking her. She looked over at Robert and they smiled, then turned to Sam and smiled at him, closing and opening her eyes slowly to signal her comfort with him. He smiled back and then his hands went to his shirt and began to unbutton it and Anna nodded.

Sam sat up and removed the shirt and Anna patted his arm when he lay back down. All three sighed as they relaxed in the sun, the sounds of the outside world drifting away as the heavy, warm air enveloped them.

Robert was next, he pulled the t-shirt off and Anna patted his arm as he resumed his place on the blanket.

There was no Robin, but the local birds were calling to fill the room with sound.

Anna sat up and lifted the t-shirt up and over her head. Sam looking up at the bra again and smiling. She settled back and turned to return the smile and glanced down to see the obvious arousal showing in his trousers. She nodded again and smiled at the older man.

Sam breathed in deeply. Anna had hinted, but had he misunderstood? His hand went to the belt buckle and slowly undid it.

No one said anything, except the birds.

Next he opened the top of the trousers, but stopped. He was hard, not fully, but still erect at the sight of Anna in her bra and shorts and the beautiful curve of her breasts as they moved with each breath. With his hand on his trousers, Sam could not stop staring at the flowery bra and the soft, pale skin it held. He was growing harder, so decided to leave his trousers on. Out of the corner of his eye, he saw her turn to watch him staring at her chest.

"Make yourself at home." she whispered to him.

Sam began to open the zip of his trousers, acutely aware he was going to spring free and his fingers hesitated.

"So nice." she whispered beside him.

"So nice!" he repeated as the zip was opened and the hard cock rose up.

Anna patted his arm and then Sam reached down and removed his trousers to lie, fully naked, on the floor of the young couple. He turned and this time he watched as Anna was staring at him, at his hard cock. She looked up and smiled.

Robert glanced over as Sam's cock was exposed. The older man was hard and he looked great. Robert was worried about his own erection, but felt fine now, even if it was a bit painful inside his boxers and trousers.. He felt Anna stroke his arm and look at her. She smiled at him and nodded and he reached down to undo the zip, then bent to remove the trousers.

Anna pressed her arms out to touch both men and moved her hands into theirs, causing both their cocks to rise, Robert's still covered with his shorts, but Sam's strained upwards at her touch.

All three remained like that for several minutes. Birdsong filled the room along with the hot sunshine. Anna sighed as she held their hands, one naked older man and her boyfriend, only in his underwear on a blanket on the living room floor. She smiled and released their hands.

Sam opened his eyes as Anna sat up next to him. She was looking at both men, back and forth and Sam's cock twitched again. She patted their arms as she sat there. Sam noticed one bra strap and fallen down and was looping out at the top of her arm. Anna spotted it too as she looked at her older friend and then pulled it down and raised her arm to leave it hanging. Sam did wonder if she wanted a better tan line, but reminded her that you cannot get tanned through glass. She nodded at him, them moved to pull the other strap off her shoulder.

Sam remained looking up at her, gazing at her spine and the way her fair hair fell just below her shoulder. His gaze went down to the bra clasp and the lacy trim on the straps and continued down to where the shorts started. His mind flashed to a vision of looking at a naked back as he entered the woman from behind and desperately tried to forget that image as his cock rose, not unnoticed by the young woman to his right.

She smiled and looked straight, out of the window and the sun flooding through. She exhaled and Sam watched her hands raise, fingers gripping the bra clasp to release it and the beautiful sight of her totally bare back as the material was pulled free. She reached over her head and threw it on the sofa behind the trio and Sam was so shocked that for a second he didn't even notice her breasts were now totally bared.

His cock twitched, the head swelling red and free of the foreskin.

Anna turned and smiled at him, still sitting up, her arm partially obscuring his vision, so she put it behind her and partly turned towards the older man so he had a great view.

Sam's eyes were wide and his cock reared up as he gazed at her naked breasts, inches from him. The nipples were hardening, turning that lovely raspberry colour he had seen on screen and through his viewfinder. The pink areola was swelling with them as they rose up proud from the pale breasts.

"Fuck" he mumbled and the topless girl giggled and turned before lying down again.

Robert was smiling as Anna reclined, her breasts jiggling as she rested on her back, then staying upright, the red nipples high and hard on the pale skin. His cock rose in his shorts and he felt her pat his arm, then she turned to smile at him with a warmth and love that only she could. He smiled back and her eyes glanced down at his shorts and the faint wet patch the pre-cum was making on them.

"So nice" she whispered and stroked her lover's arm.

Robert understood and took a deep breath, then reached down and slid the last piece of clothing from his body, the hard cock rising up in the warm air, clear liquid pooling out of the open slit. He lay back down as Anna held his hand again, staring at the hard cock and smiling.

"So. Nice." she sighed.

All was quiet in the room as Anna, in just her shorts, reached down to hold the hands of the men around her, both naked and hard.

"I feel safe with my two men guarding me."

Robert giggled. "Not that we could do much to protect you like this!"

Sam chortled, "Maybe swordfight!" All three laughed at that and Sam loved the gentle bobbing of Anna's breasts as she laughed.

The birds carried on singing and the outside world went on as normal, the trio not caring as they enjoyed the spring heat of the sun on them. Anna would glance from side to side at the hard cocks that were beside her, still straining up. Sam had his eyes closed, except for a little slit to gaze at Anna's breasts and beautifully erect nipples that still rose excitedly from her pink areola and the pale breasts. His cock kept twitching at the sight.

Anna looked to her left. She knew Sam didn't have his eyes fully closed and was staring at her body. She smiled at him and whispered "everything OK?"

"Yes. Yes" he whispered, "fine. It is so nice in the sun."

"And you have a good view, right!" and giggled.

"Busted!" he whispered as they both laughed.

Anna breathed in, then moved her hand over the breast closest to the older man, the palm caressing the hard nipple causing a faint moan from her and Sam. She squeezed the hand of Robert and he looked across to see her actions.

She looked to her lover and smiled as they both nodded.

Sam's eyes opened as Anna sat up next to him, getting a wonderful view of her breast and the curve as it rose from her skin, the hard nipple backlit by the sun, silhouetted beautifully.

She turned and looked at Sam, a slight look of worry on her face. Her gaze went from his eyes down his body to his penis, still hard and leaking clear fluid that was running over the underside of his swollen, curved helmet and dripping off the ridge of the head onto his belly.

"What is wrong, Anna?"

She breathed in deeply and looked at his face again. The dark eyes warmed her, the lines around his eyes and his tanned face giving away his older years.

"It looks as if I have caused a problem again" and she looked down at the twitching cock.

"It is natural, do not worry" he mumbled, aware the younger woman was now staring at his penis.

"I do worry, Sam. I worry about you."

She turned, resting on her knees next to his torso. Sam now had a great view of both breasts as they rose from her sigh.

"It is ok" he reassured her with a smile.

Anna smiled back at her older friend, then turned to look at the straining cock.

"Hmmmmm" she mumbled, "maybe you need a hand."

Sam thought he had stopped breathing, surely his heart had missed several beats and his hearing must be really bad with his older age.

Anna smiled at him again as his entire body froze, all except his penis, which rose higher.

"Do you?" she whispered

Sam was unable to talk as she looked him in his dark eyes with her blue ones, they sparkled at him.

His mouth opened to say something, but nothing came out. She smiled again and turned to look at his groin.

"So nice" she whispered and reached her hand out to stroke the hard shaft with a fingertip.

Sam groaned and Anna turned to look him in the eyes again.

She bent lower to his head and whispered "You do need a hand, Sam." and stroked him again with a finger.

Sam could only groan, so Anna took that as a yes and looked him in the eyes as her hand closed around his shaft.

He wanted to close his eyes from the pleasure, but kept looking into hers as she smiled at him, her hand now holding his hard penis.

"Yes, Sam. You need this."

Robert had sat up to watch as his girlfriend took the older man's cock in her hand. He caressed her back and moved slightly so he had a better view.

Sam lifted his head and looked down. Anna's hand was wrapped around his shaft and she was gently stroking him. She gave him a squeeze and sighed as the pre-cum ran from the hole, running her thumb over it to smear the swollen head, sliding her thumb down the arrowhead at the back of the helmet.

"So nice" she whispered as she gazed at the hard cock in her hand as the clear liquid ran out.

Sam looked up at her, her nipples were swollen and red as she breathed deeply. He was transfixed by the rising and falling of her breasts as her hand moved over his shaft.

Anna looked at him, her eyes dreamy now. Then she reached down to his hand and lifted it to a breast.

"You need this, Sam" she whispered and gripped the hard cock.

Sam felt her soft skin, warmed by the sun, a firm soft breast with the hard nipple pressing on his palm. He caressed it, running his fingers over the nipple to tease it as she sighed, her hand moving faster on his cock now.

She looked at him and smiled, then turned to look at the beautiful cock in her hand. She held the shaft and pressed her thumb up over the tender skin beneath the head and then stroked the ridge above. Sam groaned and squeezed the breast and released more clear liquid. Her hand moved up and down, travelling up to pull the skin over the head, then back to show the full size of the penis. She squirmed slightly as his hand caressed her and the fingers stroked her sensitive nipple. She breathed faster, but not as fast as the man she was holding.

Sam was tying to think of something to distract him, but his hand was on the beautiful young woman's breast, her hard nipple between two fingers and her hand was wanking him off. His breathing was ragged and his cock was twitching at her exquisite touch.

Anna's mouth was open as she panted slightly, Sam's fingers had stroked her nipple until she thought it would burst. His hand was rougher than Robert's, the extra years and outdoor life had made the skin courser, but she loved his gentle touch on her skin. His cock was swelling now, so hard in her hand, the head angry and red as the pre-cum dripped off with each upward movement of her hand. She knew he was close and wanted it.

"Close" he whispered, still unwilling to close his eyes for fear he would lose sight of Anna, her wonderful breast that he was holding and her firm hand that was wanking him. He was panting and groaning and trying to hold back the semen to prolong this fabulous experience.

"Good," she whispered, "good. I want to see you."

A loud groan drowned out the birdsong and Anna felt the cock in her hand swell more. Instinctively she pulled it back as Sam's hips pushed up, his hand gripping her left breast as the stream of semen shone in the sunlight, arcing up in front of her face before landing with a splat on the chest of the older man.

Anna groaned too as she saw the older man orgasm and she gripped the cock hard as he pushed his hips up again to let loose another white load that hit his upper belly. She felt him pulse several times more, stroking him as he orgasmed in her hand, his body shaking now.

The stillness returned as Anna and Sam looked at the string of sperm down his body. She smiled at him, then looked at his cock again, the swelling subsiding in her hand. She squeezed her hand up it, much like Robert drying wiping water from the negatives and smiled as a large globule of semen bubbled from the slit and fell onto Sam's body. Then she wiped her thumb over the sensitive head, the older man shuddering at the touch as his cock twitched again before she released it. He looked down and could see the glisten of his cum on her thumb.

"So nice" she looked at him with warmth as her hand went to his on her breast and squeezed it. "Thank you, Sam" and she bent to kiss his cheek.

The older man was exhausted and could barely whisper "Thank you, Anna" back to her.

Robert walked back into the room, his cock still hard and Anna resisted the urge to open her mouth around it.

He handed the pair some wipes and tissues, "Thought you might need these." Then he went to lying down again as Sam began cleaning the cum from his body, noticing that Anna had left the smear of it on her thumb as she turned to sit facing the window again.

"Anyone want more tea or coffee?" she asked and then stood to go to the kitchen as the mumbled replies came from the men.

The trio sat in the sun a bit longer, but it was moving away from the window now. Robert had lost his erection, mainly as he wanted to save himself to get inside Anna later, as she had promised when they met in the kitchen to get more cake.

Sam was still naked and feeling happy. No one mentioned what had happened, it was just another normal day with this couple.

After refreshments, Sam looked at his watch and announced he should go, to leave the younger couple alone. He dressed and collected his things in his bag and all three said their thanks, the pair showing him to the door.

"Thank you for a lovely day" he said and turned to lean across to Anna for the kiss on the cheeks, but found her lips on his for a second before they smacked on the side of his face. She smiled at the startled man.

Robert shook his hand, then leaned in to hug him tightly.

All three smiled at each other as they waved goodbye and Sam walked home with his head buzzing.

Within minutes Sam's telephone pinged "See you soon. A & R."

He smiled and twitched inside his trousers. He couldn't wait.