Gym Buddies with Benefits

Carly wrapped her hands around his shoulders and held on to him for stability. She had a hard time catching her breath. She rubbed her breasts against him so he could feel how firm he made her nipples. Aching to have his hand in her panties, Carly yearned for him to feel the pool of juice he had caused her to leak.

Feeling her nipples pressed against his chest, Mark mounded her breasts in his hands, tweaking her sensitive buds until she squealed. He swept her shirt over her head and removed her bra with a flick of his fingers. He dipped his head down to taste her, licking her nipples, sucking them to small peaks, and nibbling around her areolas.

Mark ran his hands down her hips, sliding his hands to her ass and squeezing her there. He found her zipper in the back and made quick work of disposing of her skirt. Running his hand between her legs, he found her sopping wet, ready for him. His dick rocketed up and nearly exploded at the feel of her moist cunt.

Carly realized Mark was what she needed now, and he was what she needed 25 years ago. She fought to remember why they didn't share their bodies then. Then she disposed of that thought and surrendered to the now.

Carly struggled to undo the button on his jeans. Mark laughed and helped her pull them down. He was commando; she never pictured him for a commando kind of guy. He was also huge. She couldn't get her hand around him and settled for stroking him as hard as she could. He moaned when she reached his head and stroked the underside of his cock.

She got on her knees, licking the precum off his tip and sucking his head as hard as she could. "I'm going to come if you don't stop now."

He scooped her up and tossed her on the bed, climbing on top of her. He spread her legs apart to make way for his hips. "Baby, I need to be inside you now."

Carly raised her legs to open herself up for him. Mark pushed, but his thick cock was going nowhere. Carly was too tight for him.

He scooted down so his face rested between her legs. He licked her moist hole until she was wetter. He slid two fingers in her and twisted them around while pumping his fingers in and out. Flicking his tongue, he fondled her clit with his mouth, sucking her in with force. Carly spread her legs wider and grabbed the back of his head, pulling his fingers deeper into her. He added a third finger and pumped all three along her G-spot. Carly came unglued, her body floating while stars danced behind her eyes. She held his head and cried out his name as he stretched out her orgasm with his mouth. "Mark, don't stop. That's it."

When Carly came back to Earth, her pussy was wetter, her hole more open. Mark settled atop her and pushed his way inside her, with Carly begging him not to stop. "Oh my god, Mark, you're so big for me. Don't stop. I need to feel you in me."

They held their breaths at the shock of their mating, then Mark moved to a rhythm that sent chills through them both. As Carly breathed faster, Mark fucked harder, taking her deeper and firmer. His dick pistoned in and out of her, rubbing her clit with each thrust.

Carly's pussy was a vise. Mark could hold back no longer. "Carly, I'm going to come."

"Oh god, me too."

His cum shot into her pussy, filling what little room was left. She felt his shaft expand and his heavy balls slap against her ass. This, coupled with Mark's moans and increased thrusts, sent Carly on a rollercoaster of bliss, tearing up and down to the tempo of her pussy's contractions.

Mark rolled off Carly and held her. "Remind me why we didn't do this 25 years ago."

"I recall someone falling in love with another girl."

"That's not how I remember it. I remember thinking I wasn't good enough."

Carly looked shocked. "That was never true. If only I had known."

"No kidding."

***

There was a knock on the door, and Lan peeked her head in.

"We heard some talking and thought you might be available."

Carly was self-conscious to be lying on Lan's bed naked with Lan's husband, but Lan seemed to have no problem with the situation. Nor did Mark. "Come in, sweetheart."

Lan came in, with Seth right behind her. No one was wearing any clothes.

Lan sat on the edge of the bed next to Carly; she put her hand on Carly's thigh. "You're beautiful. Weight training suits you."

Carly turned scarlet. She wasn't used to being around other women naked, much less complimented by one whose husband she had just slept with. She said the only thing she could think of. "Thank you."

Lan laid down next to Carly, so she was sandwiched between Lan and Mark. "I was thinking you and I could play before the guys get involved again."

Was she saying what it sounded like she was saying? "I'm not sure I know what you mean."

Cutting to the chase, Lan leaned over and kissed Carly on the lips while caressing her breast. "I mean, let's enjoy each other, then we can enjoy the guys again."

Lan's lips were soft like no man's lips she'd ever felt, and she stroked Carly's breast like it had never been stroked before. Carly's pussy was already moist and begging for more.

Without thinking, Carly's body responded. She kissed Lan back and rolled toward her. Carly stroked Lan's shiny black hair while Lan tweaked her nipples into firm red berries. Lan ran her hand down Carly's curves, stroking in where her waist curved in and sliding out where her hip swayed out. Carly brought her mouth down to Lan's breasts, sucking on her nipples and marveling at the feel of a woman's breast in her hand, in her mouth.

Lan parted Carly's legs and found the creamy dew in the V there. Carly bucked into Lan's hand, hungry for her touch. Lan slid down to Carly's pussy, sucking her lips like candy. She spread her lips to find Carly's pussy dripping with her husband's cum. Lan lapped at his cum as Carly parted her legs wider and pushed her pussy into Lan's face.

Lan slid two fingers deep into Carly and went straight to her G-spot. She stroked her fingers over that sensitive spot, causing Carly to cry out. Lan moved up to Carly's clit, teasing it with her teeth, her tongue, her lips. Carly yanked Lan's head into her and begged her for more. "Like that. Don't stop. Oh god, that's so good."

Carly came all over Lan's face and hand, squirting out her juice and pushing out Mark's cum. Carly had a brief glimpse of Mark and Seth stroking their dicks, but otherwise she went to her own world, bathing Lan's face in her nectar.

***

When Lan slid her face out from Carly's sopping cunt, she looked at the two horny men, and she looked back down at Carly's wet pussy. "It's time for Carly to get DP'd."

Everyone in the room knew what that meant, except Carly. "What's that?"

Seth stepped up to explain it to Carly. "DP stands for double penetration. It means you get two guys at once."

"What? Where?"

"Vagina and ass."

"No, no, no. That's not for me." Carly had had a bad experience when she first tried anal sex in college. It was horribly painful, and she vowed never to do it again. In fairness, though, her partner had no idea what he was doing, and he just jammed it in without any lube or anal foreplay.

Carly knew Seth was a big fan of anal play. Maybe she was missing out on something after all. Seth was her chance to experience these sorts of these; Michael would be suspicious if she asked out of the blue to try anal sex.

Lan wanted to smooth out the situation. "Most women like it. I love it. You may never get this opportunity again."

It was going to take more convincing than that for Carly. "I don't think so."

Mark was eager to help. "Carly, you know how you and I regret not getting together all those years ago? You'll regret not trying this."

Mark knew how to speak to her heart. So did Seth. "You've been trying to be a different person, one who takes more risks in life and is willing to try things. This is one of those things."

Talk about pressure. But they were right. "OK, I'll try it. But remember the safe word, right? It's 'no.'"

"Got it," said Seth, "I can remember that."

Seth took one look at Mark's massive member and said, "I'd better be in back. And it'll be easier on the floor."

Lan threw a blanket on the floor. Mark laid down on it. "Carly, come lie on top of me."

Carly got on her knees and positioned herself over Mark. All the juice from herself and Mark's cum helped him slide inside her. He filled her up; she couldn't imagine how Seth was going to fit in any other part of her body.

Seth rubbed some lube on her asshole and took his time running his fingers in circles around her. She was self-conscious to have him playing down there, but felt her muscles relax with his lazy toying with her. After several minutes of teasing her virgin hole, Seth slid a finger insider her. He wiggled the tip just past her stiff outer ring. When she indicated her surprise at how good it felt, he slid the rest of his finger in.

"How does that feel, Carly?"

"Not bad."

"It gets better."

He wiggled his finger around and pulled it in and out. She felt her anus give way. He felt the muscles relax too, and eased the tip of a second finger into the stiff outer muscle. When she moaned, he inserted the second finger all the way. He started by rubbing the fingers in and out of her at a slow, easy pace. As she moaned more, he played with both fingers inside her, scissoring them back and forth to open her up further.

"How do you like my fingers in your ass?"

She couldn't lie. "It feels good."

Seth leaned over and whispered in her ear. "Do you want me to fuck you up the ass?"

"Yes."

"Baby, it's going to feel so good. Big cock in your pussy. Big cock in your ass. Tell me you want it."

"I want it."

"Beg for it."

"Please fuck me."

"Fuck you where?"

"Please fuck me up the ass." Carly couldn't believe the words that were coming from her mouth. Where was the old, reserved Carly who was content with missionary style?

"Good girl."

Seth added one more finger to Carly's ass. She didn't flinch or buck, and it slid much more easily than the first two. Her body was getting ready. He played with her with all three fingers, stretching her hole to prepare it for his dick. She moved her ass back toward him, signaling her pleasure.

It was time. Seth removed his fingers from Carly's ass and rubbed more lube on her asshole and his dick. He positioned his head at her anus and pushed. When Carly squirmed, Mark said, "Shhh, take a deep breath in, then exhale." Carly kept taking deep breaths while Seth pushed into her.

He felt his head penetrate her outer ring of muscles, then he kept pushing to drive his shaft home. Mark's dick rubbed against Seth through the thin membrane separating them. Carly squealed at the feeling of fullness, both large men penetrating her, filling her lower holes to their stuffing point. She fought to catch her breath and felt tears come to her eyes. She was on the verge of hyperventilating.

Lan sensed her distress and stepped in to help. "Carly, it's OK. You've got this. I've done this a bunch, and I'm smaller than you are. Relax and I promise you will enjoy it. You have two men worshipping your body. Revel in it."

Carly took some deep breaths and wrapped her head around what was happening. She may never have this opportunity again. She needed to bask in it. "OK, I'm ready."

Seth resumed his motions, sliding in and out of Carly, rubbing against Mark in the process. Mark thrust from the bottom, giving Carly friction against her G-spot and clit. Trying to match the rhythm of their thrusts, Carly traded pushing her pelvis against Mark and Seth. She could feel them rubbing up against each other inside herself, and the feeling of alternating movement on either side of her divide was intoxicating. She could feel their balls bouncing off her ass. The idea of two men wrapped around her, two dicks inside her, four balls cradling her ass—it was all so enticing. She started to relax and enjoy the erotic experience.

Lan knew what Carly was feeling, and she wanted to enhance Carly's experience. "Carly, how do you like being fucked by two men?"

"So good."

"You like it in your ass and your cunt at the same time? Are you a slut?"

"Yes. I mean no. I don't know."

"You're our little slut. Next time we'll have one more man. You can suck him off while two guys fuck you. Would you like that?"

"Yes."

"Good girl. I knew you needed to get fucked good."

Lan's words turned Seth and Mark on too. They grunted to Carly's responses that she liked getting fucked by two men, and she wanted all her holes filled. Seth was the first to say, "I'm going to come. Fuck, yeah. Fuck."

Carly couldn't take all the sensations—her clit, her G-spot, her sensitive asshole. She followed Seth into her hardest climax ever, her mind floating above her body being fucked to oblivion. She had a vague image of the two men pleasuring her body even as they used it for their own pleasure. She basked in that reality, her mind as fully consumed as her body.

As Seth was filling her ass with his cum, Mark was adding to the cum already in her pussy. They pushed themselves hard into her holes, thrusting until they had emptied themselves.

When both men pulled out, Carly felt their cum leak out of her holes. That sensation alone—the nastiness of what she had done—was almost enough to send her back to ecstasy.

***

Lan had been lying on the bed watching her friends pleasure each other. She had her hands on her pussy, rubbing her clit and fingering her hole. She was near coming when she saw the men shoot their loads into Carly. Mark looked up and eyed his wife. "Give me a minute, baby."

When Carly climbed off Mark, he got on the bed to cuddle his wife. He ran his lips along her collar bone and cupped her breast in his hand. Lan reached down to squeeze his spent penis. She knew how to take care of that. "Scoot up and lean against the headboard."

Pushing the pillows aside, Mark sat at the head of the bed, straddling his legs around his wife's head. Lan rolled over and planted her face in his groin. She took the tip of his cock in her mouth and sucked hard while fondling his balls. Mark moaned as she ran her lips down his shaft, pinching him with the amount of pressure he loved. Mark's cock grew, making it more difficult for Lan to stuff him in her mouth. She focused her mouth on his head and stroked his firm shaft with her hands.

Lan shoved her ass high in the air, her asshole winking at Seth and Carly. Seth was ready to be back in the game and couldn't resist that tight hole. He climbed behind Lan and rubbed her with his thumb. "Lan, ok?"

Lan loved anal sex and mumbled "yes" around her husband's dick.

Seth was hungry to get inside her, but tried to slow down to prepare her. He grabbed her ass cheeks and pulled them apart, stretching her hole into an oval. He leaned over and licked her rim, teasing her by spearing his tongue into her. Making her moan with long, slow licks, he tickled her with flicks of his tongue. He moved one thumb to one side of her hole and pulled her open, pushing his tongue deeper on that side. He put another thumb on the other side, opening her up to lick her out good. He spit in her asshole, preparing her to take his dick.

Excitedly, Seth rubbed Lan's puckered hole with lube, and circled her with firmer and firmer strokes. As her muscles loosened, he slipped two fingers into her ass, watching her wrinkles stretch as he added a third finger. Lan pushed her ass back to him, indicating her pleasure at the sensation. Seth moved his fingers in and out of her, scissoring them around her hole to loosen her muscles and open her up.

When Lan's ass seemed ready, Seth lined up his cock with her well-lubed pucker. He pushed and was welcomed with a pop of her ringed muscles. Once his head got through, he was able to push his shaft deep into her channel until his balls rested on her ass. Lan moaned on her husband's cock.

With each thrust Seth pounded into Lan's ass, Lan's mouth slammed into her husband's cock. She moaned on him, sending vibrations down his cock and up his spine. Seth moved faster and faster, Lan's tight ass bringing him closer to his release. Lan's mouth thrust on her husband until a final deep pound sent him over the edge. Mark shot his little remaining seed into his wife's mouth, pushing her head onto him as his dick pulsed his cum deep into her mouth.

The taste of Mark's desire set her on edge. Seth reached down to rub her clit while he pounded her ass. Lan pushed her ass back into him, joining the tempo of his thrusts. His friction on her clit was exquisite, and she came from her ass and her clit, screaming around her husband's dick. She pulled her mouth off her husband long enough to scream out her joy: "Fuck that asshole, fuck it hard. Give me what you've got. Fuck it hard. Harder." Seth struggled to keep up with her demands; his young pelvis and dick did their best to keep pace with her desires.

Lan floated above her body while Seth pounded harder and harder, the eager ministrations of a young man. When he felt her contractions, he could hold back no longer. Seth thrust himself deep in her channel and held himself there while he pumped his cum in her ass.

When he pulled out of her, his cum followed out, oozing out of her hole. His dick twitched at the sight—why does seeing his cum drip out of a woman never get old?

CHAPTER 11: TIE HER UP

Carly invited Seth over for dinner Thursday night. She decided not to mention what she had seen at the mall, even though it was eating at her. Why ruin their last day together?

Seth felt like he was just getting started with Carly. When she asked him to hold her down, it cued him in that she might like a little light bondage. He went to Cuffs & Ties to get a starter set.

He told her he needed her to wear a blindfold. She was skeptical, but he promised she'd love it.

"Babe, you let me fuck you with a spatula. This is even better."

She turned red at the memory, then decided to dive in.

Carly held still while he slipped the blindfold over her head. Fuck, she looked hot.

Seth pulled out a duffle bag stuffed with toys. He put padded cuffs on her wrists and ankles, and attached the cuffs to straps that he ran under the mattress. Carly was spread open, arms in a deep V and legs providing a perfect view of her pussy. He was almost too turned on to function.

He reached into his bag and pulled out a large bottle of baby oil. He poured a handful in his left hand and rubbed it on her left leg, massaging her foot and moving up her inner thigh to her mound. She squealed and bucked her hips for him to give her the release she craved. "Not yet, horny girl."

He lubed up his right hand and echoed his attention to her right foot and leg, ending with a tender rub of her mound. Now she was begging and attempting to spread her legs for more contact. She arched her back and pushed her ankles out as far as the straps would let her. He smiled but refused to give her what she wanted.

He gave a generous pour of the oil over her taut stomach and perky breasts. He glided his hands along her tummy, tickling her bellybutton as he went. He gave her breasts extra attention, circling them in large to small circles until he reached her nipples. He squeezed and teased her nipples until they were firm berries. He massaged the oil down one arm and then the next, ending with a slight hand massage that he knew she would love. She caressed one of his hands back, but the other she grabbed with nails digging in and said, "Seth, you're making me crazy." He smiled—that was part of his game.

Short of pouring oil on her face or flipping her over, Seth had lubed Carly all over. Time to get to work.

Seth removed his clothes. His cock was erect, pointing straight at his target: Carly. Beginning with her inner thighs, Seth nipped the soft, tender flesh there. He dug his teeth in, leaving half-moons, then blew warm air over those intrusions to soften the pain. Carly squirmed through the bites but held on for the pleasure she knew was coming.