Fulfilling James

"Are you ready? Do you want my cock to spread you wide open and fill up your pussy?"

James nodded again, but Carl wanted to hear it. "Tell me what you want me to do."

"I want you to put your - your big cock inside my tight little pussy and fill me up and fuck me."

James had barely whispered those last few words and he was practically vibrating with excitement. Sam kept one hand soothingly on James's stomach, but sat up so he could see Carl slipping inside. As Carl pressed forward, it looked at first like he would never fit. But agonizingly slowly, James stretched wider and wider around Carl's flared cock head until finally, it slipped inside and James's hole tightened just past the corona. James was breathing hard and staring wide-eyed at both of them.

"Does that feel good, James? Do you want me to keep going?"

"Feels.. big. Wait a minute."

So Carl stayed still, and Sam slowly toyed with James's cock as he became accustomed to the stretch. After a minute he said, "Ok - go in further." Carl leant forward over James and flexed his hips. Sam watched breathlessly as Carl's cock slowly disappeared inside the boy's body. James seemed to spread his legs still wider. "Oh, that's good. Go all the way in, please, Carl." Carl kept pressing until he was fully seated, James's cock rubbing against him and his balls nestled between James's spread legs.

"God, you feel good James," he said, flexing his cock slightly. "You're so tight and so wet. Are you ready for me to move?" James nodded and Carl began slowly withdrawing just an inch or two and pressing back in.

At the very first stroke, James moaned, "Oh, fuck! Fuck me!" and Carl began moving slightly faster, slightly harder. It took barely a minute for James to work himself up and gasp out, "I'm cumming! Oh fuck, Carl, I'm cumming on your cock!" Carl thrust hard all the way in and stayed deep inside as James clenched around him, pressing his hips up and writhing so his dick rubbed against Carl. After he stilled, he opened his eyes and said "Keep going. I want more".

Carl and Sam both laughed and Carl resumed fucking in and out. Now that he'd come, James was less desperate and ready to engage in the fantasies he'd clearly been having about this moment. He reached down and spread his own legs wider, almost lewdly, and said "Fill my pussy with your hard cock, Carl! I need you inside me. I need you to fuck me! You make my pussy feel so good, to feel your big dick stretching me wide open."

Now it was Carl's turn to groan and begin desperately thrusting. "Are you ready for me to come in that pussy, boy? Ready for me to fill it up with cum? Your sweet little cunt is going to make me cum so hard, deep inside you." James moaned in response and tried to spread himself even wider, humping his hips up at Carl in time with his strokes. Carl began fucking him madly, then froze as James's eyes widened at the feeling of cum spurting into him. They lay there for a moment, then Carl hefted himself up and slowly withdrew, dick dripping with their combined cum.

James's pussy was swollen and gaping, with Carl's cum oozing out of him. As Carl stepped away, Sam quickly moved into his seat, told James "Keep those legs spread wide for me", and dove his head in, lapping eagerly at the hot hole and tasting Carl's salty cum from inside James. James was taken by surprise and gasped as he felt Sam's tongue working inside him, fucking into him and then licking up to suck in his dick. Once he was cleaned up, Sam withdrew. "More?" he asked, not sure how much more James could take.

James, however, was nowhere near done and gaining confidence. "I want to ride you." Sam wasn't sure if getting harder was possible, but his dick was certainly trying.

He rolled over onto his back, cock jutting up into the air. James immediately clambered over and swung a leg across him. "I want you deep inside me, Sam. I need your dick," he said, as he held it and positioned it at the entrance of his grasping cunt. He paused there, the tip just touching him and then slowly sank down. Sam felt like he was being encased in lava as the walls of James's pussy closed around his cock. Once James was fully seated, he began rocking back and forth, slowly, not ever really rising but creating friction where his pussy clenched at the base of Sam's cock. James's own cock lay splayed out against Sam and Sam reached a hand out and rubbed along its shaft.

After a few minutes of this, Sam was desperate. "You're teasing me," he said, chiding. "Fuck yourself on my cock."

James followed his instructions. He rose and fell, slowly at first but then rapidly and hungrily. Carl came and stood behind him, reaching between them and rubbing first at James's cock, then at the base of Sam's, sometimes over the tight, stretched skin where James and Sam were joined. "God, you feel good inside me, Sam." James grunted, "I just want you to keep filling me up forever." He drove himself down hard, taking Sam to the hilt. Sam felt his cock bottoming out inside James and fought hard to maintain control. He put his hands on James's hips and began directing his motion - James braced his own hands on Sam's chest and let himself be led, up and down, quickening until finally Sam slammed up and held James tightly to him while his cock throbbed and spurted. James stayed still until Sam quieted, but then started rising and falling again, insatiable. Carl helped James to lean back while still fucking Sam's half-hard cock and then lowered his head to suck James into his mouth while James worked himself up and down. A moment later, James yelled and came, one hand behind him for support while the other clasped Carl's head to his groin.

Finally, exhaustedly, they all disengaged and collapsed on the bed. James was breathing hard and Carl brought in a few glasses of water. After a few minutes, Sam asked, "Good birthday?" and James laughed.

"I feel better, " he said, "thanks." He drank some and lay back. "I was thinking of ordering myself a dildo for my birthday, but I think I liked this more."