Transforming Genevieve Ch. 24

Months passed and I continued satisfying my lust for sex seeing Bill when he could get away and filling in the times he couldn't with Steve and his amazing youthful rock-hard cock.

It's often said that all good things come to an end, and I discovered how painful that end can be when Bill announced out of the clear blue that he couldn't see me any longer. Apparently, his comment long ago that he would never leave his wife Tess was becoming reality. She had accepted a position as head of student counseling at a very large school district in California and as the good husband, he would be moving to the west coast with her.

I was devastated, and sternly rejected his suggestion that we have one last fuck for old times. I knew deep inside that my relationship with Bill would never go beyond what it had been. I was his concubine, available to satisfy his cravings and fetishes that his wife wouldn't or couldn't gratify. I would move on from him and perhaps find a replacement at some time in the not too distant future. Until that time, I still had Steve Kozmel, who unknowingly served to fulfill my needs very well, and on the night, Bill dumped me, my needs overwhelmed me.

"Ms. Walker, what a pleasant surprise," Steve said answering my call.

"Are you busy tonight?" I asked.

He paused for a moment and then answered, "I'm just hangin with my buddy Frank."

"Oh okay, never mind I don't want to ruin your evening," I answered.

"We're just smoking some blunts and watching porn on the internet," he replied.

I laughed and then said, "That sounds like fun."

I heard Steve's muffled voice and assumed he'd placed his hand over the speaker to talk to his friend.

"Wanna join us?" he asked.

"Love to, Steve," I answered.

"Great, I'm at Frank's place do you need a ride?" he asked.

"Nope, just give me the address," I said.

"It's 50 West Main Street, apartment 2-B," he replied.

"I can be there in half an hour."

"See you then," he said before disconnecting our call.

I was dressed in a tight pair of blue jeans and changed to a white pullover tee-shirt not bothering with a bra. Slipping on a pair of black heels and donning a waist-length black leather jacket I headed to my car. I'd replaced my tired old Volvo months before with a newer version of the same make.

As I drove toward Main Street I wondered if Steve was or had filled Frank in on our sexual history, I'd know soon enough.

I pulled up in front of Frank's apartment building but had to drive a half block beyond to find a space, and as I walked toward his building, I spotted a couple of black guys walking on the other side of Main Street. Of course, they noticed me and as they j-walked toward me I grew a little concerned.

"Hey mamma, what's shakin?" One of them remarked as they stepped up on the curb.

"Not interested," I sternly replied trying to sidestep them both.

"How can you not be interested in what we can offer," he answered.

I was only a few steps from Frank's building, but I knew if I tried a mad dash for the door, they'd intercept me, so I decided to talk my way out of their obvious offer.

"I'd love to see what you two have to offer, but I have two big burly friends waiting for me in that building," I said pointing to the entry of 50 West Main.

"Well, if you change your mind, and wanna enjoy some big black cock, my place is right down the street." He replied pointing toward the buildings across the street.

"Which one is it?" I asked.

"On the corner, 59 West Main, apartment one." He answered.

"Got it, I'll keep your offer in mind," I said knowing I'd not need to remember the number.

I turned and walked the short distance to Frank's building and open the door stepping into a dimly lit entry hall. The inside door was locked so I searched for the doorbell for apartment 2-B and pushed it twice. A few seconds later the buzzer on the inside door sounded and I pushed it open stepping into the first-floor hall.

"Up here," I heard Steve say from the second floor.

I started up the narrow staircase lighted by a single light bulb on the landing. Steve appeared at the top of the stairs and said, "Good to see you, Gen."

"I'm horny as hell," I said as I took his hand in mine.

He smiled, squeezed my hand, and then replied, "Is that so."

Frank's apartment, a small one-bedroom unit, was furnished with second-hand furniture that had seen better days. The couch was covered with a large blanket which I'm sure hid both wear and stains. The entire place was littered with empty pizza boxes, beer cans, and liquor bottles. The ashtray on the coffee table was overflowing with cigarettes and more than a few pot roaches.

"This is Frank," Steve said introducing his buddy to me.

Frank didn't stand up but looked toward me with bloodshot droopy eyes and then said, "What's up."

He was clearly drunk and stoned making me think he'd not be of much use to help me with my horny state.

The one thing that impressed me about his entire place was the huge television mounted on the wall in front of the couch, and as Steve had mentioned earlier a porn movie was playing on the big screen.

"Want a beer?" Steve asked as I slipped my jacket off.

"Sure, is there someplace I can hang this?" I replied holding my jacket over my forearm.

"I'll take it," he replied then headed toward the kitchen to grab my beer.

"Can I sit here?" I asked Frank, who was studying the sexy blonde sucking a rock-hard cock on the screen.

"Whatever," Frank replied showing no interest in me.

Steve returned and as he sat down beside me handed me a bottle of beer. "I'll roll us a fresh blunt," he said.

I crossed my legs and as I waved one sexy heel for Frank to see I leaned a little toward him and quietly said, "She's not much of a cock sucker."

He seemed somewhat surprised that I would critique her oral skills and answered, "She could suck my cock anytime."

Steve finished the joint, lit it, and handed it to me. I took a light drag and passed it to Frank. As he sucked deeply on the blunt, I exhaled and remarked, "She doesn't take him nearly as deep as she should."

He handed the smoke back to me and as I took a deeper toke he replied, "And you're an expert at deepthroating cock?"

Steve didn't give me a chance to reply and said, "Gen knows how to handle a big hard cock."

I smiled at Steve and passed the joint to him as I placed my hand on Frank's thigh. He lurched a little at my touch and glanced toward me for the first time as I announced, "I love swallowing a rock-hard cock."

Frank grinned as he realized I'd be showing him how to properly suck cock later, just as the male porn star stood up and began stocking his cock for the money shot. He unloaded all over that sexy blonde's face and tits a gooey cum load that clung to her eyelashes, upper lip, and chin.

I took a healthy gulp from my beer and squeezed his thigh as I said, "I love having my face painted just like that."

I moved my hand higher on his thigh and found a healthy erection growing under his jeans. I'm not sure if it was a result of the porno or my lustful comments but at that point, I couldn't care less.

We finished the joint and I drank the rest of my beer, I don't have much experience with pot, but I know enough to tell when I'm getting good and stoned. Steve reached for and began groping my tits through my tee-shirt as I began rubbing Frank's growing erection through his jeans.

The next scene in the porn movie featured two black chicks working on one white guy and as they took turns sucking his cock none of us were paying much attention to the television anymore.

I wanted Steve to squeeze my tits flesh to flesh, so I pulled my tee-shirt from the waistband of my jeans and turned it inside out as I lifted it over my head.

Frank, seeing my tits for the first time said one word, "Sweet."

I was stroking his nearly erect cock and wanted to feel him pulsing in my hand. "Let me see your package," I remarked.

Frank wasted no time, unzipping his pants and pushing them down past his knees. He waved it proudly at me as he settled back into the cushions.

"Sweet," I said using the same word to describe his healthy cock that he'd used when he first saw my tits.

Steve stood up and dropped his pants then sat down next to me providing a hard cock I was all too familiar with. Both of them turned enough so they could reach my tits and I circled both shafts with my delicate hands. As they played, I stroked and watched the trio of interracial sex porn stars perform on the big screen.

I was woozy from the pot, but knew what I wanted and said, "I need something to suck on."

Frank moved his hand from my chest, grabbed my wrist and pulled my fingers from his cock, and then said, "Suck this!" He was a man of few words, and to be completely honest I wanted to suck his rock-hard cock more than anything.

I stood up, kicked my heels off, undid my jeans, and shimmied out of the tight denim. Seeing my naked loins Frank again spoke a single word, "Fuck!"

I just smiled at him as I knelt on the sofa between them.

Steve didn't wait for my knees to settle into the cushion before his strong fingers began sliding through the moist flesh of my labia.

I paused a moment and studied the rock-hard cock before me. It was at least seven inches, not as thick as some I've swallowed before, but the flaring corona at the base of his cock head begged to be caressed by the smooth moist flesh of my throat. As I lowered my mouth toward him a small droplet of pre-cum oozed from the opening of his urethra. I used my fingers to smear it evenly over his smooth cock head.

I flipped my hair aside to allow Frank an unobstructed view of my oral talents then slowly lowered my lips toward his cock head. When my lips touched his glans, I exhaled harshly over his cock, and then filled my lungs with oxygen. In one slow sensual slide, I took him completely, his flaring corona slipping through and into my moist warm throat.

"OH FUCK!" he exclaimed as I pressed my nose against his loins.

I held him deep using my muscles to caress his cock and proving my point earlier that the porn star wasn't all that great a cock sucker. His hand moved to the back of my head and pressed my mouth firmer against his loins.

From behind, Steve had begun fingering my wet slit and had three fingers inside my steamy tight cunt.

"You're right dude, she knows how to suck cock," Frank remarked as he lifted his hips driving his cock head deeper.

Steve was exploring every part of my tight slit with his fingers, spreading me open and sinking as deep as his fingers reached.

I began fucking Frank's rock-hard cock, lifting my mouth until his cock head slipped from between my moist lips then plunging until his flaring corona spread my throat open and slipped into the smooth soft flesh beyond.

Steve's fingers worked their magic on my loins and with the effects of the pot I was already craving to have more than his talented digits inside me. "Fuck me from behind, Steve," I suggested.

I felt him stand and then his hands twisted my hips so he could fuck me doggie while standing.

Frank continued guiding my mouth over his throbbing cock, pressing down on the back of my head to ensure each stroke down sent his fat cock head and wide corona deep in my throat.

Steve pressed his big cock against my loins and with one slow thrust buried his cock balls deep in my sopping wet cunt.

"That's what I needed, one cock filling my throat while another fills my tight cunt," I remarked while Frank's cock was outside my mouth.

My salvia glands were providing more than enough lubricant for Frank's cock and the excess flowed from my mouth coating his scrotum and soaking into the cover below.

From behind Steve was pounding my slippery cunt harder and harder slamming his cock head against my cervix with each thrust. That incredible numbing sensation of an approaching orgasm began in my loins and I encouraged him saying, "Fuck me hard, I wanna cum."

I concentrated on my pleasure, allowing Frank to guide my mouth and throat with his firm grip on my head.

"Fuck her, make her cum so I can have sloppy seconds," Frank said.

Steve's grip on my hips tightened and he began pounding me with his fat rock-hard cock.

With his cock buried in my throat I groaned deeply as my climax crashed into me. Steve's fucking took on a splashing sound as my cunt flooded with orgasmic fluids and I rode his beautiful hard cock through an intense and extremely satisfying orgasm. Wave after wave of sexual pleasure consumed my body and I moaned repeatedly as it peaked and then slowly began to subside.

Frank lifted my face from his cock and I was finally able to speak, "That was so fuckin good."

It was clear that Frank wanted his turn inside my sopping wet quivering cunt and he confirmed that saying, "You ready for a second go-round?"

I turned my face toward him and instantly replied, "Absolutely."

As I straightened up Steve's pulsing cock slipped from my wet cunt, and as I moved to mount Frank, he slid down so his hips rested on the edge of the sofa.

"You gonna make me cum again?" I asked as I lifted one leg over Frank's loins.

"Fuckin A," he answered.

His salvia-coated cock slipped between my ass cheeks as I lowered my hips toward him.

"Suck my nipples," I suggested as I straighten enough so my soft tits were directly in front of his face.

"Oh Yeah," he replied as I leaned forward and placed my forearms on the back of the sofa.

Steve had been standing where he'd fucked me, but seeing my position instantly moved behind the sofa bringing his slippery wet cock within inches of my soft moist lips.

Frank reached between us and guided his throbbing rock-hard cock to my swollen slit.

As I dropped down on his cock, Frank thrust up and, in an instant, my quivering wet cunt was again filled with thick cock meat.

"Suck my cock," Steve nearly demanded.

I smiled and replied, "Love to."

Frank was already fucking my cunt with reckless abandon, almost as if he was in some kind of sprint to fill me with thick creamy cum.

"Slow down Frank, I wanna bathe you with my cunt juices before you cum," I remarked.

"Gimmie that hot throat," Steve said urging me to begin my oral pleasure of his big beautiful cock.

I parted my lips, extended my tongue, and moved forward until his cock head rested on the smooth slippery flesh of my tongue.

Frank slowed his thrusts up into me and I began meeting each one with an equally slow plunge making sure to grind my clit against his pubic bone at the bottom of each sensual slide, his mouth caressing each of my tits and sucking on the erect nubs of pleasure at their center.

"I love having my tits sucked," I remarked letting him know his mouth was pleasing me.

Steve moved his hips forward sliding his rock-hard cock closer and closer to the tight opening of my throat.

"She's so fucking wet," Frank remarked.

His cock was filling me perfectly and I added to his pleasure by clenching my vaginal muscles tightly around his throbbing cock.

Steve pulled back until his cock slipped from my soft oral grasp and I urged him on saying, "Deeper Steve."

His hands grasped my skull and as he slipped back inside my mouth his cock head slid across my tongue and wedged against the opening of my throat.

"Uh-huh," I moaned.

His big cock head and flaring corona stretched me open and with a forceful thrust, he was buried in my throat.

I love that sensation, the feel of a big rock-hard cock stretching my flesh and throbbing against my soft throat tissue.

My oral glands exploded with saliva and each time Steve pulled back my spit stretched off the head of his cock. "Fuck my face," I pleaded.

Frank's hands were resting on my hips, guiding my loins up and down on his surging fat cock and he continued suckling my soft sensitive tits.

"Your mouth is so fuckin hot," Steve exclaimed as he increased the pace of his thrusts against my face.

My experience with his cock confirmed that in short order he'd be pumping thick hot creamy cum at me.

"Coat me Steve, plaster my face with your hot juice," I urged.

He wasted no time, stroking his throbbing cock rapidly as his balls pumped their hot sauce through his urethra. With a deep guttural moan, Steve's cock exploded, the first thick wad striking my forehead with enough force to make me pull back a little. It flowed down along my nose just as the second shot hit me pasting one eye shut. "Argh," I exclaimed feeling the lava hot cream coating my face.

Several more blasts from his cock completed his artwork, my eyes, cheeks, lips, and tongue evenly coated with his youthful thick sperm.

"Whew," he remarked as his cock finally just oozed the last of his load.

Having dispatched Steve with my oral talents, I could now concentrate on the cock that filled my quivering cunt. "Fuck me harder, I wanna cover your big hard cock with my juice," I said.

Frank didn't react to my request, so I began to pound my loins into him harder and faster. "I need to cum again," I said.

I rode his awesome cock for several minutes until my throbbing flesh tightened around his rock-hard cock and my loins began tingling with the sensation of an impending climax.

"That's it, Frank, make me cum," I squealed as my body convulsed and my orgasm began.

"OH GOD YES!" I screamed as I rode him to the pinnacle of pleasure and beyond.

I love all-consuming orgasms and this one ranked high on my list. With his pulsing cock bathed in my flow, Frank reached his breaking point, he lifted my hips high above his lap and his cock slipped from my quivering cunt.

"I'm Cumming," he bellowed.

His cock slapped against my ass cheeks and began erupting. Shot after thick shot of his cum sailed above my ass splashing into the small of my back and coating my ass cheeks with creamy sauce.

I reached behind and wrapped my delicate fingers around his throbbing cock, coating them with the last of his load. Once I was sure his balls had drained themselves completely, I brought my hand to my mouth to taste Frank's essence. It tasted rather piquant unlike any I'd tasted before. I wondered if the volume of THC coursing through his veins changed the taste of his sperm.

I slipped off his lap and sat down next to him, knowing that the coating on my ass and back would be transferred to the old blanket covering his couch.

Steve sat beside me and glanced past me at his friend, "She's an incredible fuck," he said.

Frank just shook his head while he slowly stroked his softening cock.

"Want another blunt?" Steve suggested.

"I'm good," I answered, knowing if I smoked anymore, I'd most likely pass out, which I didn't want to happen.

What I wanted to happen was for these two studs to recover and give me a second good fucking.

While we sat there the unending porn continued this time a plump mature redhead was being pounded from behind by a black guy with a huge cock. Each time he slammed into her the excess flesh on her body moved like waves and her big floppy tits swung back and forth.

Frank nudged me as he asked, "Think you could deepthroat his big black cock?"

I giggled and replied, "I'd love to try."

The three of us sat there watching the plump redhead get pounded, I grabbed the pair of cocks on either side of me and started stroking them to entice a second erection from them. I wanted more, needed more, craved more cock. I'm not sure if it was the beer or the pot, but nothing I did seemed to work. After stroking them both for who knows how long I glanced at Frank, he'd passed out proving him useless for the remainder of the night. Steve's cock seemed to be reacting and I figured one is better than none, but Steve eventually said, "I'm about spent, Gen."

"You're fucking kidding," I almost growled.

"Too much beer and far too many blunts," he replied.