Friends with Benefits Leads to More

I turned us a little more so Mac could see her stroking my cock.

Before I could react, Sid bent down and engulfed my cock.

As if rehearsed, Mac and I both said, "Oh fuck." And I closed my eyes and enjoyed Sid's warm, wet lips sliding up and down my shaft.

Fuck. Her lips felt incredible, but I wanted more.

I pulled my hands from her back pockets and reached down and pulled her up off of my cock.

"Noooo." She whimpered and resumed stroking my cock momentarily.

I moved my hands down to her hips and gently turned her around so she was facing Mac and then pulled her back against me - my hard cock pressed between us.

Mac looked up at me. "Come here." I said. He stood, never breaking the grip on his own dick and walked over, facing us.

"Unbutton her blouse, Mac." He paused for only a second to look at Sid and see her nodding, then reached up and unbuttoned the top button, moving further down until her blouse was hanging loose.

"Take it off." He looked down as Sid leaned slightly forward, giving him room to slide the blouse off of her shoulders and down each arm, then tossing it on the couch.

I leaned down and kissed her bare neck and shoulders, all while looking Mac in the eyes.

"Mmmmmmmm." Sid moaned, briefly drawing Mac's gaze from me to her face, then trailing down to her tits, then back up at me.

"Now the jeans." This time he went straight for the button and zipper on her jeans - not waiting for her encouraging nod of approval.

Mac slid Sid's jeans down over her hips, dragging my cock down with them until it flipped back up against the gusset of her panties. I felt Sid squeeze her thighs together and watched Mac pause and look between her legs.

I could tell by the feel of cool air on the head of my cock, in contrast to the heat I could feel from her thighs clasped tightly around the shaft, that Mac could see my cock poking out from between Sid's legs.

"All the way off." I said, snapping Mac out of his trance. He pushed her jeans down and Sid stepped out of them.

"Panties."

Sid relaxed the grip her thighs had on my cock and I pulled back until my cock cleared her ass and flipped back up, then pressed it back against her. I could feel my cock leave a trail of pre-cum up her back.

Mac kneeled and pulled Sid's panties down to her ankles, then held them as she stepped out of them. He stayed on his knees as he held them up to his face and inhaled.

"You like that?"

"Uh huh." Mac replied, barely above a whisper. "So good."

"Kiss her pussy Mac. Then stand up."

He opened his eyes and tossed her panties aside as he fixed his gaze on her pussy and leaned forward and kissed her.

I felt Sid's knees buckle slightly and she trembled for a moment, "Ohhh fuck."

"Stand up Mac."

I looked over Sid's shoulder at Mac while leaning down and whispering into Sid's ear, "What do you want?"

"Oh God, I want you to fuck me."

"What do you want Mac?"

"I want to watch you fuck my wife."

"Sounds like we all want the same thing. Now, push your pants and underwear down to your knees and go sit on the couch."

Then I pressed my cock harder against Sid's ass and reached around with both arms, each hand finding a nipple and rolling them between my fingers.

"Harder. Ohhhhhh yessss. Like that."

I released the nipple in my right hand and slid my hand down to her clit, pressing on it with my thumb in that circular motion that I knew drove her crazy.

"Please fuck me. Please." Pressing her hips upwards to give my fingers access to her pussy.

I extended my fingers and pressed them between the folds of her pussy lips. She was soaked and I could feel the warm stream of her pussy juice on each of her thighs against the side of my hand as I pumped my fingers, hitting her g-spot on each inward stroke.

"Oh fuck. Oh fuck. Oh fuck." She just kept repeating as her first orgasm crashed down on her.

She trembled, and I felt her knees buckle, unable to support her. I released her other nipple and wrapped my arm tightly around her, just beneath her tits and held her up.

"That's right baby, cum for me. Cum all over my hand while Mac watches and strokes his dick."

Hearing his name, Mac looked up. His mouth slightly open as he feverishly stroked his dick. It looked to be about 5 or 6 inches long, though not fully erect, it was probably as erect as he'd been in a long time.

I held his gaze, "Don't you cum till I tell you."

"Fuck, I need to cum."

"Not til I say so Mac, do you hear me?"

"Fuck."

"Mac!"

"Fuck. Ok. Ok." As his hand slowed.

"Good boy."

I had stopped finger-fucking Sid and was gently brushing my thumb across her clit. My hand was covered in her pussy juice.

"Can you stand?" I said in her ear.

"I think so."

"Good. Turn around.'

Sid turned to face me and mindlessly reached for my cock and begin slowly stroking it.

I leaned down and took her nipple in my mouth, first sucking, then pulling back and clenching it firmly between my teeth and pulling gently.

"Oh fuck... Yes... That. Yes."

Then, "Noooo." As I released her nipple and looked up at her. "Fucking beautiful," I said, kissing her passionately.

We broke our kiss and I gently turned her towards Mac, "Let's walk you over in front of Mac." I said as I guided her by her hips until she was directly in front of Mac.

"Spread your stance out, bend over and put your hands on Mac's thighs, then lean down and suck his cock." Mac held his cock up as he watched Sid bend over, open her mouth and take all of him in one downward movement.

"Oh shit! I'm gonna cum!"

"Look at me Mac." I was standing behind Sid, my cock pressed up against her ass, watching the back of her head as it bobbed up and down on Mac's cock. Mac looked up.

"Don't you fucking cum until I tell you - you understand?!"

"Oh fuck..."

"Mac!"

"Ok. Ok. No cuming til you say - but I don't know how long I can hold out. It's been a while... Oh fuck Sid, slow down a little bit... oh fuck..."

I reached down and grabbed a handful of Sid's hair and lifted her off of Mac's cock. "Sid, ease up baby. I don't want him to cum yet."

"Ok." She panted.

"Sid, listen to me, I want you to tell Mac everything I'm doing to you and how it feels and you can suck his cock when you're not talking. Got it?"

"Yes."

I stepped back and knelt behind Sid, giving me the perfect view of her pussy and ass - and also watching her suck Mac's dick.

Her pussy lips were puffy, red and nearly dripping with pussy juice. I leaned in and licked her pussy from behind, then pressed the tip of my tongue into her opening.

"Oh fuck Mac, he's licking my pussy and tongue fucking me... ohfuckohfuckohfuck..." followed by a sucking sound as she resumed sucking him.

Mac could only grunt as he tried to focus on not exploding in Sid's mouth.

I continued to work her pussy hard with my tongue, lapping at her aromatic pussy juice and brought my hand up to pinch her clit between my thumb and forefinger.

Her high-pitched, muffled scream filled the room as she wiggled and pumped her hips in unison with my tongue and thumb.

After a few minutes, I flattened out my tongue and trailed a long, slow lick from her pussy to her quivering little rosebud and push two fingers into her pussy.

I heard her lips make a popping sound as she pulled off of Mac's cock, "Oh baby, oh fuck... he's finger fucking me and tonguing my ass! Oh yesssssss!" Then a gurgling sound as she resumed bobbing up and down on Mac's cock - her mouth slightly open and strings of saliva stretching from his cock to her lips.

I switched my hands so I could move the one I'd been using to finger fuck her up to her ass and used the combination of my saliva and her pussy juice to ease my thumb into her ass.

I leaned back enough to take in the visual...

Sid was bent over, supporting herself with her hands on Mac's thighs, sucking and licking his dick and bathing it with saliva that flowed down his shaft onto his balls and was pooling on the couch...

I couldn't see Mac, but from the movement of his shoulders and torso, he must've been rolling his head left and right, mumbling almost incoherently, "fuckfuckfuckfuck..." Honestly, I don't know how he lasted this long.

Sid's tits were hanging down and alternately swinging and bouncing around from the effects of her bobbing head and pumping her hips.

My left hand was pressed against Sid's pussy as I fucked her with my thumb and pinched and rubbed her clit, and the thumb of my right hand was pumping in and out of her ass, causing her ass-cheeks to ripple.

A low, guttural moan escaped Sid's lips, then, "He's pushing a finger into my ass! Unnnngh!"

I stood up behind Sid, realizing I was still fully clothed, except that my rock-hard cock was jutting out from my slacks, so I pulled my left hand out of Sid's pussy and loosened my slacks, letting them fall to my feet, then grabbed my cock and lined it up with her pussy.

Sid spasmed as the tip of my cock pressed past her soaking pussy lips - her pussy juice immediately covering my cock, "Oh my fucking god baby - he's pushing his cock into me - he's fucking me!" This time she didn't resume sucking Mac's cock. Instead, she lifted her head so she could look at Mac, "oh yesss, oh yesss. Oh. Oh. Ungh... Soooo fucking good... fuck me Nick! Fuck me! Fuck me!"

I pulled my thumb out of her ass and grabbed her hips with both hands and fucked her hard. I could feel my balls swinging back and forth, slapping against her clit each time I slammed my cock into her,

Sounds were coming out of her mouth, but they were a mix of groans, grunts and gasps with an occasional, "Harder Nick! Fuck me harder! Oh fuck - so deep! Fuck me Nick! Oh baby, he's fucking me soooo good!"

I could see a film of sweat begin to appear on her back, and noticed I was sweating bullets as I pounded into her.

Sid's body was beginning to tremble - I recognized the symptoms - there was no stopping the orgasm that was about to roll over her. "Oh yes, that's right, fucking cum for me you little slut and suck the cum outta Mac's balls!"

Mac looked up at me.

"Cum! Now! Paint her face and tits!"

Mac roared as his balls exploded cum up the shaft of his dick. I pushed hard into Sid's pussy and looked around her to see Mac fire a stream of cum onto her chin.

His hips were bucking up off the couch as two more loads of cum spasmed from his dick into Sid's open mouth -- she didn't even try to swallow, instead, letting Mac's cum slide out of her mouth down onto his softening cock as she gasped for air.

I re-centered myself behind her, tightened my grip on her hips and resumed fucking her with purpose -the sound of flesh slapping against flesh as I jackhammered my own hips and fucked her hard.

I felt her pussy tighten its grip on my cock as her own orgasm finally peaked and her legs trembled weakly while I held her up and felt the cum in my balls start to boil.

It was time, "Oh YESSSS! Take my cum you slut!" I exploded into her pussy, triggering her second orgasm, "oh fuck baby! He's coming in me! He's filling my pussy with cum! Oh fuck yessss! Fill me up!"

I kept pumping my cum into her and saw that it was beginning to leak out from around my cock.

I bent at the waist and pressed my chest into her back - all three of us gasping to catch our breath. My weight was too much for her and I felt Sid's knee's buckle as she slowly sank to her knees on the floor - her face turned to the side and pressing against Mac's soft cock and balls.

My cock slipped from her pussy as I followed her down, resting behind her, also on my knees, with my semi-erect cock nestled between her ass cheeks.

For several minutes, the only sound in the room was the music and our panting as we all began to recover.

"Holly shit! That was fucking incredible! Nick, you can fuck my wife anytime, as long as we can do this again!"

I didn't have the energy to speak.

"Mmmmmm, oh yes he can..." came a low, almost muffled comment from Sid.

Mac gently tapped Sid on the back, "Can you sit up baby? I need some water."

I leaned back so Sid could sit up and let Mac stand. There was cum everywhere - on Mac's cock and crotch, on the couch, on the floor, on Sid's face and tit's, leaking from her pussy and dripping from my cock onto the carpet.

"Water sounds good to me too." I said.

"Of course," Mac replied, "Sid?"

Sid had continued sitting up on her knees and was leaning back into me with her head tilted back into my shoulder and her eyes closed - her tits and chest still rising and falling, "Un huh." Was all she could manage.

Mac swayed and reached out to balance himself, "fuck me" he moaned, then stumbled forward.

I nudged Sid forward so she would lean into the couch, then stood up, removed my shoes and socks, stepped out of my slacks and sat down on the couch, naked from the waist down.

Sid was resting her head on the couch and turned towards me and opened her eyes.

Her mouth, cheeks and chin were shiny with Mac's cum. Her hair was a mess.

She lifted her head and looked at my cock, then, smiling, she scooted down and positioned herself between my legs, leaned up and took my soft cock into her mouth and began suckling as if she was nursing from it.

I leaned my head back and closed my eyes, content with the feeling of her soft lips gently wrapped around the head of my cock.

"Jesus, Sid - didn't you get enough?" Asked Mac as he approached with 3 glasses of water.

"Nuh uh." Sid replied, keeping her mouth on my cock.

"He might need a break." Mac said, setting Sid's water on the table, handing me mine and standing as he sipped his water and watched.

Sid stopped and looked up at me, her expression asking if Mac was right.

I took another sip of water and reached down with my other hand and pushed her head back into my crotch, happy to feel her mouth resume suckling the head of my cock.

Mac chuckled. "Ok, well, I'm going up to take a shower and go to bed - damn, there's cum everywhere - fuck it, we'll deal with it tomorrow. Nick, if you stay - and you're welcome to, the guest room is the first door on the left at the top of the stairs. If not, it was a fucking intense fucking night - it might take me a while to recover - like 6 fucking months, but I hope we can do it again some time."

"Cool. Not sure if I'm staying - got an early tee time in the morning, but thanks. Yeah... I don't know if we could ever duplicate this night, but I'm with ya, it's worth trying. Night Mac."

"Night." Mac turned to walk away, stopped and turned around, surveying the scene, "Fucking cum everywhere..." then turned and walked towards the stairs.