My Girlfriend's Dirty Past Pt. 02

"Oh, shit, I'm sorry Helen."

"No, it's OK, I'm really flattered. You really do like my little boobies don't you!".

"Oh, fuck yes!"

"Well, it's OK then, your willy is supposed to get hard when you see something you like." She said in a very girly voice, which had me hardening rapidly too in my tight trunks.

Dave relaxed a little and took his hand away leaving his hardening cock in his trunks visible to both of us. It was swelling fast and already pushing against the top of his trunks. Helen giggled as we all watched transfixed by the movement in Dave's trunks, and Helen let out a little squeal of delight as it moved against the tightly tied cord.

"Oh, I think he wants to say hello!" Said Helen again in a girly voice.

Dave moved his legs in slight discomfort in an effort to stop his cockhead rubbing against the tight cord at the top of his trunks, but Helen stopped him.

"No Dave, it's OK, I can help." She said as she reached down and pulled the knot on his trunks undone and lifted it very slightly.

Almost immediately the shiny head of Dave's cock poked out the top of his trunks and Helen gasped.

"Sorry, I can't help it." Said Dave apologetically as he stared first at Helen's tits on show and then his own cock peeping out.

"Don't be sorry, it's lovely!" Said Helen.

This seemed to relax Dave and he put his head right back on the blanket, but his eyes remained fixed on Helen's little tits.

"Wow, Dave your cock is huge." Added Helen, as if it needed saying.

Dave just smiled back and glanced at me, but I just smiled back in a relaxed manner, and he went back to staring at Helen's titties. Helen started to pull on her nipples as she studied Dave's emerging cock. It was now sticking out the top of his trunks about 3 inches and there was plenty still hidden. His cockhead was clearly engorged and looked really big and shiny, and a tiny tear of precome suddenly emerged and glinted in the sunlight.

"Oh, Dave, your cock is beautiful, I love it!"

Helen said getting very excited now, pulling on her right nipple, stretching it until she groaned out load as Dave watched her actions intently, feeding the energy of the erotic vision into his emerging cock.

"Dave, please show me your cock!" Said Helen urgently.

He looked back at me and said,

"You Ok with this Steve?"

"Sure, no problem, show her." I answered calmly.

Dave pulled down his trunks revealing the whole of his cock and hairy balls. His massive cock sprang up like a jack-in-the-box almost straight up in the air like it had a life of its own. Helen gasped and put her hand up to her mouth, her eyes wide with amazement.

"God, Dave, that's fucking huge!"

Dave smiled a proud broad smile looking at Helen and then me as he allowed us to marvel at his magnificent cock. The precome started to run down the head of his cock and sparkled in the sunlight and I had to admit, that engorged head looked really inviting. I licked my lips as Helen and I looked at each other and I just nodded my approval to her to continue.

"Steve?" Said Helen.

"Yeah."

"Do you mind if I suck Dave's cock?"

"Not at all, I think it deserves a good sucking, especially after all the teasing you've given it." I replied.

"Hmm, yummy!" Said Helen, and added, "I want to hold my hair back so you can both see properly when I suck him off, can you hold his cock up straight for me, Steve?"

I looked at Dave who nodded his approval and for the first time in my life I felt another man's cock in my hand as I took hold of it with my right hand holding it up straight for Helen to get a good angle on with her mouth. He was rock hard, and I could feel his cock throbbing between my fingers as I held him for my girlfriend to suck.

Helen held her long blond hair to the side and bobbed her head down towards his cock. She put out her tongue and licked his cockhead and lapped up the precome tasting it in her mouth as she hummed her approval of its taste and covering the whole of his cockhead with her saliva,

"Hmm, yummy cock!" She said.

Dave groaned out loud as Helen really got to work. She licked up and down his massive length and then put her hand around his balls massaging them gently by cupping her hand under them and undulating her fingers rhythmically, then she ran her tongue all over his hairy balls,

"Oh god, even your balls taste delicious!"

She continued to put her mouth over his length and bobbed her wet mouth up and down on it, sucking hard and licking her tongue over his shiny cockhead tasting more of his precome. I shifted my hand slightly on Dave's cock to allow Helen to put her head down again and once more she licked his hairy balls and put them in her mouth sucking them gently, and even let her tongue lick low down right behind his ball sac a couple of times. Dave was loving it, wide eyed and groaning gently as Helen did an expert job on his cock.

"Oh, man, she really knows what she's doing!" Said Dave enthusiastically.

"Well, she's had plenty of cocks to practise on!" I said.

It was amazing to watch my girlfriend perform such an intimate act in such close detail, and I continued to aid her by shifting his cock slightly for both Dave and I to get the best view of Helen as she did an absolutely expert job. I knew of course from my own experience of her sucking me off many a time how good she was but it was quite a different sense of arousal watching her sucking my friend's cock with such attention to detail and my mind drifted off again thinking of how many cocks she must have sucked in her short lifetime to become so good.

Helen pushed her wet mouth slowly up and down Dave's long shaft glistening with her saliva as I kept it upright for her and squeezed his cock gently between my fingers, she looked deep into his eyes in sheer admiration and pleasure, it was obvious she had been really looking forward to this and she was savouring every moment and making occasional slurping noises.

"Oh, god, I'm going to come any second." Said Dave looking down at the action.

"Excellent, come in her face, Dave!" I said with some urgency.

"Wow, really?" Said Dave in slight disbelief.

"Yeah, she wants you to, she fucking loves it. Spatter my girlfriend's face with your come, Dave!"

Helen opened her mouth 2 inches from his cock and said,

"Oh, yes please, come on big boy, please do it in my face, cover me in it! Steve, wank him off in my face!"

My own cock was raging in my swimming trunks and I managed to liberate it into the open with my other hand and Helen looked down at it appreciatively, and then I did as she asked, and gave Dave's heavy cock and few short tugs as he cried out and started to shoot his load all over Helen's smiling face,

"Oh, fuck, yeah, I love it! Give me a really spunky face you bad boy!" She cried.

Dave's cock jerked heavily and I felt it pulsing 4 then 5 times and great gulps of spunk shot all over my beautiful girlfriend's face. Some of it also landed in her mouth and on her outstretched tongue which she quickly swallowed and opened her mouth again like a greedy dog hoping for more. I rubbed Dave's cock all over her face covering her with his come just for good measure. Dave was obviously unbearably excited and blurted out,

"Jesus, Helen, you dirty slag!" with great emphasis on the word 'dirty'.

Helen just looked up triumphantly grinning wildly, come dripping from all over her face onto Dave's cock and belly,

"Yes, I am Dave, I love it, I am a dirty fucking slag and you know it, and your come is delicious!"

She said as she licked up the drips from his cock and belly, and I finally let go of Dave's cock as Helen took over and squeezed the last drops of sperm from it, licking then off the end of his cockhead. She then looked at my hard dick as I slowly wanked off in front of her, both Dave and I were open mouthed at Helen's display, both unbearably aroused but slightly shocked at how filthy she could be. She eyed my cock hungrily and asked,

"So, Dave, are you going to be kind to Steve, and repay the compliment?"

Dave looked back not quite understanding her question,

"Will you wank Steve off in my face please?" She clarified.

Dave glanced at me and I just shrugged nonchalantly.

"Oh! Sure!" Said Dave a little hesitantly.

And I experienced another first as Dave took hold of my cock and gently wanked me off as Helen leant over with her mouth open just above my hard dick pumping in Dave's fist. It didn't take long for my legs to tense, and that familiar sensation to build in my manhood as I breathed out a rapid,

"Oh, yes, yes, keep going Dave."

Then I shoot my load forcefully adding to the gooey mess on Helen's smiling face.

"Oh man, that was so good!" I said with great relief.

Dave kept gently rolling my foreskin up and down, I think he was enjoying the novelty of it being circumcised himself and some of my come leaked down over his fingers. Helen immediately took his hand from my cock and looking him in the eyes licked my come off my friend's fingers. Then very suddenly Helen exclaimed,

"Oh Shit!"

"What's up?" Dave said in surprise.

"There's a guy watching us!" She said in a loud whisper.

We all looked over toward the sea where an older guy with a walking stick and trilby hat was standing only about 20 feet away just gorping at us eyes wide and mouth slightly open. We were so lost in our own little erotic world we hadn't noticed him and had no idea how long he had been there watching our escapades.

The old guy was fully clothed, seemingly slightly overdressed for the beach, probably in his late 60s.

"It's OK, it's just some dirty old man." Helen said to us both.

What I sight we must have made! Helen just sat up showing him her pert little breasts as the come of two men slowly dripped down her face onto them, and she put her hands round our still stiff cocks, then she rolled her tongue as far as it would go around her mouth and lips licking up some of our come with obvious relish.

"Hi, darling! Do you want a closer look?"

"Shit, Helen!" I said nervously, "What the fuck!"

"Don't worry about it, he's harmless, and it adds a little spice being watched anyway, I really like it."

Dave started to snigger next to me as we all watched the old man just look a little more intently but didn't move a muscle.

"It's OK, come and say hello, and I might show you something more". Said Helen.

My girlfriend was obviously almost drunk with lust and seemed more than happy to push things even further. The old man slowly moved a little closer to us, tentatively. He came within about 6 feet of us and just took in the scene in silence as he looked at each of his. His eyes dotted from Helen's come spattered face to her little titties, a dripple of sperm just hanging off her left nipple, and then he looked down to her hands as she gently wanked our cocks. He came a bit closer still, and watched Helen play with our cocks. Close up he looked a little seedy, his clothes pretty old and his shoes slightly tattered and speckled with sand.

He looked back at Helen's face still silent looking more than a bit surprised.

"My friend's have just covered me in spunk!" She said merrily.

The was pause for a moment and then,

"So I see young lady." Said the old man finally. He actually sounded a little more well to do than perhaps we had supposed.

He cleared his throat and spoke again,

"Well, if you ever get lonely came and see me sometime. I'm just over the bay at Seaview Cottage."

Helen just rolled her breasts around at him and said,

"OK, I might do that."

With that the old man took one more long look at us all, casually turned and slowly walked away across the beach.

Helen burst into laughter and Dave and I looked at her both chuckling in amazement.

"Well boys, how about a nice snog?"

With that she grabbed me round the neck and pulled me into her face kissing me hard, smearing the come all over my face. I could taste our combined come which was quite pleasant as Helen pushed a little more into my mouth with her tongue. Then she withdrew from me a little and looked over at Dave who was quietly watching with amusement,

"Don't I deserve a nice kiss then Dave?"

"Sure thing." Said Dave with surprising enthusiasm and he leant into her and snogged her hard. Helen rubbed her face over his covering his own face with come. Then we took turns both snogging my girlfriend and really got into it,

"Feed me with your come boys!" Said demanded.

We continued licking up the come from her face and pushing it into her mouth which she licked up and swallowed gratefully.

Finally, we all sat back a little exhausted. Helen had a smug contented look on her face as she opened the chiller and passed around the cold beers,

"Something to wash down the spunk boys?" She offered.

We happily took up her offer and lay back enjoying a drink, nodding off in the sunshine, Helen's little breasts still on display to anyone who happened to walk past.

To be continued.