Valerie Pt. 06

Our final night together.

Valerie was still getting dressed as I left. I had a class to teach, and she had a full day of classes to attend.

Got through my sessions but could not get my mind off of what we had planned for the evening. Val and I were going to meet up with her roommate Bev and her fiance Mike. Bev wanted to have Mike watch her get fucked. Bev and Val had already fucked and they had teamed up to give Mike a blow job. Should be an interesting evening with a couple of women who clearly enjoyed sex. Cannot wait to see where they take us.

Spent the day working on client issues then headed down to the pool to hang out for a while and eat dinner. We were not supposed to get together until eight, so I had some time to kill. Was down at the pool chatting with some other instructors. About six I saw Bev and Val come down, dressed in bikinis with cover ups, to the pool to grab some food and have a couple of beers. They were down at the other end of the pool and stayed down there. I did not see her fiance Mike.

Was sitting in a lounge chair when another Senior Director from Texas sat down on the end of my chair. It was Carol that I had seen earlier in the week and had noticed how hot she looked. She was pretty conservative in her dress at work. Was definitely seeing her in a different light in her bikini, nice tits and a set of legs I would not mind wrapped around my head. Definitely a nice package for a 40 year old (or so) mother of two.

"How are you? Headed home tomorrow?," she asked.

"I am good, you? Yeah, I'm headed home on the noon flight tomorrow."

"When we get back next week I need some of your time. Have a client who needs some help with evaluating their real estate holdings. Sounds like something your team could help them with."

"That works for me, I think I will be in the office all next week."

"I will set up a meeting," she smiled as she rested her hand on my knee. I smiled back.

Carol got up and walked back to the bar. Watching her 40+ year old ass made me wonder what she was like in bed.

Sat enjoying the scenery, including continuing to check out Carol as she hung out. Caught her looking my way a couple of times.

Val and Bev leave together about 7:30. Must be getting ready. Moved over to the bar to have a couple of drinks before I went upstairs. Spent the next 30 minutes chatting with folks hanging around the bar trying not to think about what was about to happen.

A little after 8:00 I left and headed up to my room. I let myself into the room quietly. It was dark, just light from around the curtains and under the bathroom door lessened the darkness. Stepping into the room I could see Mike, naked, sitting in a chair at the end of the bed, his hard 5" cock pointing straight up.

Seeing me he nodded but could tell he was uncomfortable.

I could hear moaning from the bed. As I rounded the corner into the room I could see Bev on top of Val in the 69 position, both of them working on the pussy in front of them. Bev's pussy and asshole were right in front of Mike. They were not wasting any time.

Val turned her head to look at me, "We could not wait, started without you."

"I am glad you did, please continue," I said, pulling my swimsuit off, tossing it in the corner, followed by the shirt I had been wearing. Val dove back into Bev's pussy.

My cock was about 1/2 hard as I stood next to the bed watching the girls go at each other's pussies. As I watched them my cock hardened. Glancing over I could see Mike looking back and forth between them and my cock.

Reaching out I ran my hand over Bev's back stroking her gently. She moaned as my hand slid down over her ass. Mike was watching my hand now. I moved onto the bed on my knees next to the girls. Val reached up and pulled Bev's ass cheeks apart, totally opening her up. Bev's pussy was pressed firmly against Val's mouth and she was humping her tongue.

I could sense Bev was ready to explode. Sliding my fingers down past her asshole, I pushed two fingers deep in her pussy and Val pulled her mouth away.

Bev groaned, pushing back hard against my fingers. She was unbelievably wet. Suddenly her body went stiff, her pussy felt like a faucet was turned on, Val busy lapping up juices from my hand and Bev's pussy.

"Oh fuck, oh fuck, oh fuck," Bev panted as the orgasm swept through her body and her pussy spasmed, my fingers pushing deep in her.

She collapsed on Val, "Stop, enough, no more," she gasped as she pulled away from my fingers and Val's tongue.

Val was smiling up at me, I leaned down to kiss her pussy juice covered face.

"HMMMMM," she moaned into my mouth.

Bev rolled off of Val onto her back. "That was amazing, you two really got to me." She laid there for a minute catching her breath as Val reached over and began fondling my balls.

Bev suddenly sat up and moved behind me looking over my shoulder.

"You were right, he does have a nice cock. Cannot wait to have it in me." Turning to Mike, "You want to see his cock in me? Watch him fucking me?"

I looked over at him, he just nodded his head yes. His cock was oozing precum and he was just staring at mine.

Val looked up, "I think he likes your cock too."

Bev reached around me, grasping my cock, she began to slowly stroke it. "It feels so nice, I want it in me, filling my pussy." Then looking at Mike,"You like his cock too?"

Mike looked down but nodded his head yes.

"He has never been around another naked hard cock," Bev said.

Val had gotten up on her knees and was right in front of me grinning in an evil kind of way. I was wondering what she and Bev had cooked up. She was looking at Bev over my shoulder. Suddenly she nodded her head and began kissing me. Her lips then began running down my body, leaving a trail of wetness. Reaching my cock she let the head slide into her mouth with Bev's hand still wrapped around it. Bev's hand pulled away as Val's mouth took my cock into it.

I heard a gasp then a groan as Val's mouth completely engulfed my cock. Looking over, Mike was staring at us, his cock almost literally dripping precum. Val was slowly fucking my cock with her mouth. Bev slid off of the bed and went to stand beside Mike.

She leaned over, swiping her finger over his cock, his precum sticking to it. Raising it to his mouth she swiped it over his tongue.

"You like watching his cock get sucked? It looks like you do. You keep watching it."

Mike nodded.

Val pulled off my cock and grabbing it pointed it at Mike, "You wanna taste? It is yummy."

Mike's eyes got big and he looked up at Bev silently pleading with her.

Bev leaned down to him, "It's okay, just a taste. Not going to make you get him off, I want his cum in my pussy."

Val licked the head of my cock, "Like this."

"I will help you, like Val did for us in the morning. Get out of the chair and on your knees."

She guided him from the chair and on to his knees, as she got on her knees next to him.

Val looked up at me smiling, "This is going to be so hot."

"Move down here," Bev said.

I moved off of the bed and stood in front of them. Val moved behind me looking over my shoulder, her tits pressed into me.

Bev smiled and reached out to grab my cock, pulling me closer to them. Her tongue darted out of her mouth, flicking across the head of my cock. She then began alternating tonguing the tip and taking the head into her mouth. Giving head was clearly something she enjoyed.

After about a minute she pulled her mouth away and holding my cock placed it right in front of Mike's mouth.

"Go ahead, lick it."

Mike did not move, his eyes fixed on my cock, looking a bit terrified. Then Bev swiped my cock across Mike's lips. He pulled his head back a bit.

"Lick it," Bev said sharply.

Mike's tongue came out and tentatively swiped across the head of my cock. Val inhaled as he did that and I felt her hand move down across my ass. By the feel of it she had moved to her pussy.

Mike licked it a few more times, seeming to relax some. Then Bev pulled me forward a bit, the head of my cock slipping past his lips. He did not move for a second, then softly began to suck on it.

"OH SHIT." I heard Val behind me, her hand moving faster between us.

Bev smiled, "Good job, just go slow and get used to it."

Mike was now imitating Bev from earlier, licking the tip then sucking the head.

"That's it, get it good and hard for me. Get him ready to fuck me."

Bev had moved her hand down my cock, fingers wrapped around the base. She took her other hand and put it behind Mike's head.

My senses were in overload. Val masturbating and rubbing her tits against me, Bev holding my cock while her fiance sucked my cock, his first, was fucking exciting. I wanted more of his mouth.

The next time he opened his mouth to suck the head, I pushed forward slightly, half of my cock going into his mouth. It did not go in far enough to gag him.

Bev smiled, "Good work, let's feed more of him to you. Just open your mouth."

I could tell he was not sure, but did as he was told.

Looking up at me,"Go ahead, fuck his face. But make sure you save it for me."

Bev moved her hand to the base of my cock and held Mike's head steady as I slowly started to fuck his face, going a bit deeper as with each stroke. Suddenly he gagged, pulling his head away coughing.

"It's okay. just relax. You can do it, take all of his cock in your mouth," Bev said as she demonstrated by swallowing my cock for a few seconds.

"Now you do it," she said, holding my cock in front of his mouth.

Mike moved slowly to my cock, his mouth opening. Bev moved her hand to just the base of my cock and placed her hand on the back of Mike's head. As my cock entered his mouth, she pulled her hand away and pushed Mike's head forward, jamming my cock all the way in his mouth.

I could see Mike trying to pull off of my cock, but Bev had his head trapped in her hands now. He was coughing, gagging, tears running down his face, drool oozing around my cock. Bev held him in place for about 30 seconds before releasing his head. Mike sat back, ass on his heels, gasping for breath.

Bev held him, "That was awesome, such a good cocksucker. Did you like that?"

Mike lowered his head, quietly nodding yes.

"I think he liked it," I said looking down at his cock dripping precum on his thighs.

"Oh my, that is so hot. Sucking him really turned you on didn't it?," Bev said looking at Mike's face.

"Yes," he said quietly.

Bev reached down and scooped some of the precum from his thigh and raised it to his lips. His tongue flicked out and licked it from her fingers.

Val was still leaning over me, her pussy play had slowed down. She whispered in my ear, "That was so hot, my pussy is dripping from watching that."

Bev moved Mike back to the chair, "Sit down."

Val moved in front of me grabbing my cock," This is going to be so fun to watch. Fuck her good," she said as she kissed me.

Bev had moved on the bed on all fours in front of Mike, so he was watching us from the side. I moved past Mike and got on the bed behind Bev. Val moved behind MIke to watch.

Bev's wet, puffy pussy was visible as she sat on the bed. I leaned forward and ran my tongue up the length of her pussy.

"OH GOD. I am ready just stick your cock in me already."

Moving up on my knees, I grabbed my cock and began rubbing it up and down her slit. She was dripping wet and kept trying to push back against me but I kept teasing her.

"Stop it. I need you cock, please fuck me."

I looked a Mike," Should I fuck her now? Want to see my cock in her?"

Mike gulped but nodded his head yes.

I lined my cock up with Bev's pussy and rammed it all the way in one move. She gasped then moaned.

Looking at Val, "He does have a nice cock, hits all the right spots."

I grab her hips and start to slowly fuck her.

Bev looks back, "Go fast, cum in me. I need you to cum in me for him."

I look over at Mike, his mouth is open and he is staring at my cock fucking his fiance. Val is draped over him, her arms over his chest, her tits pressed against his neck. His cock is hard, twitching and leaking.

Val is whispering in his ear, "Look at his big cock fucking her.  He is going to cum in your fiancé's pussy, Use her hard.  You like that?"

He just nodded.  I am fucking her as fast as I can now.  My only goal is to unload in her. Nothing but raw sex.  She is grunting every time I bottom out in her.  

Bev lowers her head to the bed pushing her ass up letting me get deeper in her.  I feel her fingers move to her clit, rubbing it as I pound my way to cumming in her.  

Val is keeping up a steady whisper in Mike's ear, "Look at her, she is such a slut, fucking another guy right in front of you.  He is pounding her so hard, his big cock fucking her good."

I see Bev move her head to look at MIke.  She is gasping now, working her clit over with her fingers.

Her body suddenly goes stiff, she starts shaking, still looking at Mike, "OH FUCK YES, CUM IN ME FILL ME UP. "

My cock feels like her pussy is gripping me, trying to pull my cum out.  I grab her hips pulling her back to me and go as deep as I can and begin to unload in her, my cum flooding her pussy.  

"OH my god," I hear Val say as I turn to look at them.  Mike's cock has exploded, cum on his chest, on Val's arms, on his thighs.  HIs eyes and mouth are wide open, and he is panting along with Bev and me.

Bev fell flat on the bed and landed on top of her, my cock sliding out of her filled pussy.  I rolled to her side and could see Val moving our way, pulling Mike's arm.

As she stepped to the edge of the bed, she put her hand on Bev's hip and told her to rollover.  Val grabbed her legs. pushed them up and leaned in to lick her pussy from top to bottom.

Bev groaned as Val stepped back and pushed Mike's head into her pussy.

"Clean her up, suck his cum out."

He tentatively licked her pussy, not sure what he would find.  

Bev grabbed his head, pulling him into her," Stick your tongue in there, suck his cum out."  

Mike then began to lick and suck her pussy.  Bev held his head in place, moving him around as he ate her creampied pussy.  

"Good MIke, suck up all of his cum.  You like that?"

He nodded his head yes and kept working her pussy.  Val had moved over to me and leaned in to take my cock in her mouth.  She began cleaning Bev's cum off of my cock and balls.

She hummed around my cock then looking up said," Yum you guys taste so good."

Bev pulled Mike off of her pussy and pulled him up to kiss him.  She broke away and said," Thank you, that was so hot having you watch and then clean me up.  And I almost came from watching you suck his cock.  You want to suck more cocks?"

MIke looked at me, then Val near my cock then Bev, "Yes it was amazing.  Have wondered what it would feel like for a long time.  Can't wait till we find another one to play with."

We all laid together in bed for a while.  After about 15 minutes Bev said, "We should be going."

Bev and Mike got up and dressed.  Coming over to the bed, Bev leaned in kissing Val goodbye, squeezing her tits as she did so.  She then leaned over her head next to mine, "That was a great fuck.  Thanks for letting Mike suck your cock, I will get him more of them."

She then kissed me lightly on the lips and then on the head of my cock.  Bev stood up and led Mike out of the room.

Val looked at me," That was the hottest thing I have seen since you fucked Cathy in the shower that day.  I came so hard when you started cumming in Bev and when Mike's cock exploded my knees buckled."  She was snuggled up against me, her tits pressing on me.

It had been an amazing week with her but I had to leave in the morning.  Val had two more days of class.  She was lying next to me being uncharacteristically quiet and still.  

I began to softly rub her back and she purred, pressing her body harder against mine.  She moved on top of me, our faces very close, her pussy rubbing on my awakening cock.

"This has been a great week.  Thanks for letting me fuck you, I understand why Cathy always loved the time you guys could spend together.  I wish you could stay longer."

"I am glad you tracked me down.  It was amazing fucking you, you are so uninhibited."

"Did you like Mike sucking your cock?"

I smiled at her, "I don't really care who sucks my cock."

Val laughed.  Then my cock twitched and touched the opening to her pussy.  She moaned and slid down a bit, positioning the head of my cock against her still sopping entryway.

"Would you have sucked him?"

I smiled, "Yeah, but I think if any of us had touched it it would have gone off.  He was throbbing and leaking almost the whole time."

Val just looked at me, her pussy rubbing against my revived cock.  She moaned quietly then tilted her head up to kiss me.  Laying her head on my chest we just laid there for a couple of minutes.

"Do you have to leave in the morning?" she said quietly.

"Yes I do."  

She slid down a little further on my cock.  "Then I am going to fuck you nice and slow one last time."

Val rode me slowly, building up her orgasm and coaxed one last load into her pussy.  It was a great end to a week of fucking and playing with her.