Fluffer in Training Ch. 06

"Oh my gosh," she said, finally breaking out of the trance she'd found herself in, her hands letting go of her big jugs. "I better not keep them waiting." She was just about out the door when she remembered what was expected of her. She turned and grabbed her purse, reaching inside for one of her hairbands, spotting a single white one amongst the others. She chose that one, whipping her black hair up into a ponytail and securing it tightly.

She tapped on the door of Alan's bedroom as she stopped at the entrance, spotting the two of them standing next to his bed, kissing. Alan was naked, his rugged masculine form taking her breath away like it did every time she looked at him. Her eyes quickly went to Carole as they broke their kiss and looked towards her. The older woman looked fantastic, dressed all in black. Her dress was nowhere to be seen, but beneath it she'd been wearing an alluring black bustier. The vertical panels alternated between ones made of shiny satin, and ones with the satin covered with delicate black lace. The bra cups themselves were made of the same shiny satin, with a delicate ribbon of the same black lace trimming the edges of the cups. Rachel looked at the woman's chest, her breasts filling out the cups of the bustier magnificently. Rachel estimated her at a generous C-cup, and they suited her tall slender body perfectly. The cups of the bustier were cut daringly low, barely covering the woman's nipples and areolae. The upper swells curved enticingly, making Rachel's mouth water as she looked at the woman's impressive chest. Rachel let her eyes wonder down, following the lines of the bustier as it nipped in at Carole's waist, emphasizing her hourglass figure. The bustier ended there. Beneath it, the older woman wore a pair of sexy French-cut black panties, the leg openings cut sinfully high on her broad mature hips. Her legs were encased in black thigh-high stockings with delicate lace at the top, the wide elasticized bands gripping the woman's upper thighs snugly to stay in place. Her legs were long and perfectly-shaped. Rachel knew Carole must have been a model as some point. She wore the sexy sky-high pumps she'd been wearing earlier, as well as the glittering earrings and necklace. The whole outfit breathed of sex.

"You're just in time," Carole said, stepping to the side, showing her hand stroking up and down Alan's rising cock. "You look lovely, Rachel. I knew the white one would look great on you. Don't you think so, Alan?"

Alan looked at Rachel, his cock pulsing in Carole's hand as his gaze zeroed in on Rachel's chubby body gloriously on display in the sexy outfit. "Oh fuck, yeah."

Carole felt his reaction as his cock got even harder, smiling to herself as she continued to slowly stroke his stiffening prick. "Come here, girl. I want to see you suck him before he gives me every hard inch of that beautiful cock of his."

Mesmerized by the two sexy people before her, Rachel stepped across the room and automatically dropped to her knees in front of them. Carole pulled Alan closer and presented the tip of his surging dick to Rachel. The young girl immediately opened her mouth, knowing now to stretch her jaw as far open as possible to take his massive girth.

"That's the way," Carole said, using her hand to stuff the bloated head right inside Rachel's open lips. The young girl immediately closed her lips down past the rope-like coronal ridge, feeling the huge knob fill the space between her tongue and the roof of her mouth. She flogged the monstrous cockhead with her tongue, feeling his delicious precum seep from the vent at the tip of his prick onto her eagerly-waiting tongue. "That's a good girl. Let me see you suck it while I jerk it off at the same time." Rachel looked up to see the older woman looking down at her, a bewitching look in her sexy eyes, letting Rachel know who was in charge here. Rachel loved the look on Carole's face, loved knowing she was here to serve these two, wanting to do whatever they wanted her to. She closed her eyes as Carole started pumping his shaft back and forth, forcing more of his slithering goo to ooze forth onto her tongue. Rachel loved the tartness of his cock-honey, sucking for more, her tongue writhing all over the engorged head.

"Let's see you take a little more," Carole said, pulling Alan closer as she pumped her hand back and forth, the front of her hand now hitting Rachel's pursed lips as she shoved a couple more inches of the steely-hard barrel into the girl's hot wet mouth. She smiled up at Alan as the plump girl started whimpering blissfully as she sucked. Alan could feel her tongue fluttering against his cock, her cheeks caving in as Carole pumped his cock back and forth. With what Rachel was doing already with that magical mouth of hers, he knew he couldn't take much longer—and he wanted to fuck Carole badly. They'd been going at it without anyone at the studio knowing for over a month now, and she was an amazing fuck. She was the definition of a hot MILF. She was in her mid-forties, but man, did she know what to do in bed. She was insatiable, and so fucking hot he thought she should teach a course to all the girls in the porn industry. She never seemed to get enough, and she was one of the few who could take every last inch of his huge cock, and still want more. He'd been a MILF fan from his teenage years, and in his senior year of high school, he'd bedded his math teacher, Mrs. Stevens, first, and then three other married teachers followed after that. Mrs. Stevens has spread the word to the other teachers, the word about the tall 18-year old boy with the huge cock—the boy with the huge cock and the prodigious talent to make her scream in ecstasy for hours on end. Alan had been fucking hot MILFs ever since, never looking back—and Carole was one of the hottest.

"Okay, I'm ready," Alan said, stepping back and pulling his surging dick out of Rachel's mouth before it got too late.

"Just relax for second, lover-boy," Carole said, releasing his prick and turning to face Rachel, her hands fisted on her hips as she set her feet about shoulder-width apart. "Now it's my turn. Take my panties off, girl." Carole's domineering tone and imposing stance made Rachel shiver, but she did as she was told immediately. Kneeling in front of the tall older woman, she reached up and slid her fingers beneath the waistband of the high-cut black panties. As Carole shifted her hips, she drew them down and off her long toned legs. "That's a good girl. Now smell them."

Rachel obediently brought the woman's panties to her face, the warm womanly scent wafting into her senses erotically. The fragrance was intoxicating—slightly musky and perfumy, but not offensive at all—it was all woman. "Lick them." Rachel responded to Carole's demanding tone, turning the panties inside out and running the flat of her tongue up the gusset. The material was soaked with the woman's juices, the acrid flavor hitting Rachel's taste buds in a delicious assault. Like she'd done with the starlet, Tanya, as soon as she tasted the heady elixir, she wanted more. She pressed the panties harder against her tongue, sucking at the sodden material, slurping noisily as she pulled the tantalizing morsels of nectar onto her tongue.

"Oh fuck," Rachel hear Alan mutter under his breath, but she was too carried away to even look up. She pushed the panties right into her mouth, sucking at the soaked cloth feverishly.

"I think she's ready for the real thing," Carole said, stepping right up in front of Rachel. She set her feet further apart as she reached forward, pulling the panties out of Rachel's mouth and tossing them aside. She slid her hands around to the back of Rachel's head, her long slender fingers fisting in the girl's hair. She pulled Rachel forward. "Here you go. I think that this is what you really want."

As soon as she pressed Rachel's mouth to her bubbling snatch, the young girl was lost. Rachel slid her tongue eagerly between the woman's slick labia, the warm petals closing around her tongue as she instinctively feathered it deep into the woman's gooey canal. The scent and flavor of Carole's cunt-juice had set her on fire, and Rachel enthusiastically worked her tongue all around and inside the woman's shaven mound.

"Oh Jesus, you were right," Rachel heard Carole say to Alan. "That mouth of hers is absolutely amazing."

"I know," replied, "but I want you here on the bed. You can feed that gorgeous cunt of yours to her later."

Rachel felt Carole pull away from her working mouth as Alan picked the woman up and placed her on the bed. The older woman edged herself up until she was leaning on the stack of pillows in front of the headboard. Settled into position, she looked at Alan, the look of a sultry enchantress in her eyes. She slowly drew her knees up, and then let her nylon-clad legs roll open. "C'mon, baby," she said to Alan, crooking her index finger at him, beckoning him enticingly, "come and give Momma every hard inch of that big beautiful cock of yours."

As Alan climbed onto the bed, Rachel could see the pink petals of the woman's glistening cunt part as her thighs rolled open further to each side. Rachel felt herself salivating as she looked at the woman's beautiful pussy. It was cleanly shaven, the mound of her sex a warm pink, her fleshy inner lips a brighter shade of pink, and they glistened—they glistened with a fragrant coating of her womanly nectar. Rachel could smell her cunt from the side of the bed. The rich vivid scent was sensual and alluring, making Rachel want to bury her face in it so bad that she felt her own pussy weeping uncontrollably, soaking the front of her tiny g-string panties.

"Oh yeah, let me work that big fat head inside me for a minute," Carole said once Alan positioned himself on his knees between her spread thighs and fit the engorged knob of his cock between her parted labial gates. Carole wriggled her hips, getting the crimson crown settled just inside her, her shiny pink labia circling the huge knob possessively. She rolled her hips, and to Rachel it looked like the woman was flexing her pussy, the lips seeming to grip and pull at the invading monster.

"Oh fuck, Carole. You are so fucking hot," Alan said as he looked down at their joined bodies. He reached down and wrapped his big hands around Carole's slender ankles, lifting her legs straight up. Holding her firmly by the ankles, he spread her long legs far out to each side, opening her right up for the assault he knew was coming. With her dagger-like stiletto heels pointed skyward, he shifted into position. "I can't wait any longer—time for you to get fucked."

Rachel saw the woman smile as Alan started to flex forward, the head of his prick disappearing from view into Carole's hot oily depths. It looked like he was going to split the woman in two, but Rachel saw her eyes glaze over with desire as he went deeper. She knew his massive prick was stretching her insides, the steely barrel of his prick parting the hot pink folds of flesh as inch after inch disappeared from view.

"Yes, give it to me," Carole hissed, her hands clutching at the sheets in a death-grip. Alan was not to be denied, insistently thrusting forward, pushing her legs up and further out to each side, spreading her apart like a wishbone. Rachel could see Carole panting excitedly, her body writhing and twisting as she pulled at the sheets while the huge cock went deeper, filling and stretching her slippery trench. Alan kept driving forward, until finally, his groin pressed against hers, his stallion-like cock buried to the hilt, the engorged head pressing up against Carole's cervix.

"Oh fuck, I'm gonna come, I'm gonna...OHHHHHHHHHHHHH," Carole groaned loudly, twisting and bucking as her climax hit her. She was thrashing about like a wildcat, her orgasm blasting through her like an atomic bomb. She was panting like crazy, her hands pulling the sheets up from the bed as she shook and spasmed.

"Oh my God," Rachel muttered under her breath as she watched, totally spellbound. She could see the muscles on the insides of the woman's spread thighs quivering like mad as her orgasm shot through her. Her shattering release went on for a long time, Alan punching his cock into her with rapid short strokes, stoking the furnace deep inside her. Before her climax ended, Alan drew his cock back and drove it in again, bottoming out once more.

"Oh fuck, yessss," Carole hissed as the two lovers got into a rhythm. Even with him holding her legs wide apart, she was able to flex and roll her hips, making sure his hammering cock rubbed against every square inch of her tight coital walls. She was panting like a runaway steam engine, but still fucked back at the young stud, her talented mature pussy gripping and pulling at him possessively.

Rachel could see Alan was getting closer himself. The intensity of their fucking was amazing. He leaned forwards, the older woman's legs now pressed up against his shoulders as he folded her up like a pretzel. Carole let go of the sheets and wrapped her hands behind his neck, pulling his mouth down to hers as she kissed him passionately. Rachel watched as Alan withdrew and then corkscrewed his hips as he drove forward, stirring the woman's insides like a batch of wet cement.

"OH GODDDDD..." Carole threw her head back and moaned loudly as she came, flopping about like a ragdoll as Alan hammered her deep into the mattress. Rachel could hear the bed squeaking like crazy, the headboard bumping against the wall in a steady tattoo. But she knew neither of the two lovers heard it at all, they were too wrapped up in their own pleasure.

"Oh fuck, I'm gonna come," Alan said, pulling back one last time before pounding the hard fleshy stake between his legs deep into Carole's velvety love-pocket, getting it buried to the hilt just as he started to go off.

"Yessss," Carole hissed as she climaxed again, her hips twisting from side to side as she used the muscles inside her to pull every precious drop out of his overflowing balls.

Rachel saw Alan's buttocks clenching and unclenching as he poured his seed into the woman, his muscular butt making her mouth water as she thought about all that creamy cum he was dumping into the woman's hot oily snatch. He groaned and flexed as he unloaded, grinding his midsection up against Carole's, basting her insides like a Christmas turkey. Finally, his climax ended, and he collapsed onto the older woman, letting her legs slip out from around his body, her stiletto heels digging into the mattress on either side of his tall muscular form.

Still on her knees beside the bed, Rachel stared, spellbound, listening to their ragged panting turn into longer deep breaths as they both recovered. She saw Carole look over Alan's shoulder at her, a nasty look in her eyes that made Rachel shiver, wondering what was coming next.

"I think it's time we put our clean-up girl to work," Carole said, pushing Alan back. He got the idea and slowly withdrew, his spent cock coming out of her gooey twat in a slippery rush. As soon as he got off her, Carole closed her legs tightly. He climbed off the bed and stood in front of Rachel, his semi-hard dick covered with a mixture of brilliant white semen and Carole's glistening cunt-honey.

"You know what to do," was all he said as he put his hand on the back of Rachel's head and pulled her into his messy crotch. Carole had propped herself up on one elbow to watch, a sly smile on her face as the young girl eagerly leaned forward and started licking Alan's cock.

Rachel was incredibly aroused, the two older people treating her like their sex slave. She was surprised that she found herself dizzy with excitement at the thought of it. She didn't hesitate when Alan started to pull her forward, eagerly sliding her tongue out of her mouth and running the flat paddle up the full lengthy of his tumescent dick, a huge gob of semen building on her tongue. When she reached the drooling tip, she drew her tongue back into her mouth, savoring the flavor of their mixed juices, feeling her taste buds come alive under the heady combination. She swallowed, the silky juices sliding luxuriously down her throat. "Mmmm," she purred, enthusiastically bringing her mouth back to his sticky loins for more.

"That's a good girl. Get it all," Carole encouraged. Rachel didn't need any coaxing, licking up every drop that she could. She took his balls in the palm of her hand and licked their juices off his satin-smooth sack, and then licked at the warm crease where his leg met his body, and then his shaven groin. Every drop of semen and cunt-juice was now safely stored in her belly, a glistening sheen of her drying saliva was all that was left on his muscular body.

"I've got more of that for you," Carole said, crooking her finger towards Rachel. She eased herself back against the pillows stacked against the headboard, sitting up once more. Rachel thought she looked beautiful, still wearing the sexy black bustier and thigh-high stockings. "I've been keeping it warm for you." She drew her knees up again, her stiletto heels digging into the mattress as she slowly rolled her legs open. Rachel couldn't help but crawl onto the mattress, hypnotized by the lurid sight of the woman's glistening inner thighs and pussy. It was a mess of cum, from both of them. Her shiny inner thighs were spackled with gobs of pearly semen, while a thick milky trail oozed from between her puffy cunt-lips, sliding slowly down her body towards the sheets.

Rachel didn't want that cum to go to waste by getting soaked into the sheets, so she crawled forward and lowered her face, plunging her tongue into Carole's drooling twat just in time. She made a sound like someone slurping up a strand of spaghetti as she drew the precious wad of cum into her mouth. She swallowed, giving off an unconscious purr of contentment as the clumpy goo slid down her throat.

"There's more. Get it all, girl," Carole said, rolling her hips teasingly. Rachel eagerly went back for more, pressing her face flush up against the woman's glistening mound, her tongue sliding deep into the woman's cum-filled channel. She felt Carole's hands on the back of her head, pulling her face even harder against the woman's dripping cunt. "Oh my God, she's fantastic. I'm gonna let her make me come. Keep at it, girl. Just a little bit longer." Carole rolled her hips up as she pulled Rachel's eager mouth against her, grinding her pussy into the young girl's mouth. Rachel's tongue was driving her insane, spinning in slow tantalizing circles all over her steaming insides. Her juices were flowing onto the girl's tongue, eagerly drawn back and down to Rachel's waiting stomach. Rachel was devouring her pussy, making sweet oral love to it as she licked and sucked, almost trying to get her whole face inside Carole's dripping box.

"Oh fuck," Carole groaned deep in her throat, panting raggedly, her perfect tits heaving up and down in the sexy bustier. "Yes...yes...yessssssssssssssss." She came quickly under the girl's skilful tongue, her wide mature hips bouncing up and down on the bed, happy to see that Rachel stayed right with her, licking furiously at her gushing cunt.

Rachel licked and sucked, pulling the gooey juices into her mouth, feeling her own pleasure level climbing as she swallowed. Overcome with excitement, she slid her fingers under the edge of her tiny panties, finding her own cunt absolutely dripping. She touched the protruding nodule of her clit, finding it fiery-hot and throbbing. She rubbed it, the slightest touch rocketing her over the top. "Ohhnnn," she groaned like an animal as she started to come. She was trembling like crazy, but kept her mouth working, licking and sucking at the woman's overflowing trough.

"That's it, let it go. Come for me, girl. Come for me." Carole's words reached Rachel in a cloud of euphoria, her climax causing her to almost black out with pleasure. The intensity finally slowed, but she kept sucking and licking. Carole moved her mouth all around her loins, having the girl clean her just as thoroughly as she'd cleaned Alan, making sure the young girl had gotten every drop from her last climax, as well as all the spunk Alan had dumped into her. Satisfied, she pushed Rachel away. "She is a hungry little thing, isn't she?" Carole addressed Alan as if Rachel wasn't even there.