Arlene's Long Spermfest Weeend

The next afternoon we were sitting out again on the deck, and I was starting to wonder how we would handle our second day of orgiastic pleasure. Lenny had talked Arlene into wearing the cut-offs again, and had succeeded in having her go topless.

She insisted on having her blouse nearby "in case anyone comes by" which Lenny said was near impossible, due to the remoteness of the place, the fact that it was a Saturday and not even a UPS driver would be by, and even if he did, there would be a ring at the front door anyway.

I don't think she realized just how isolated this little corner of northern California was. Of course, what else made her concern illogical was what we had done out on the deck the day before. What if someone had come by then, Lenny and I with erect pricks out, her with her shirt off, all of that?

But I couldn't stop looking at her today. She had showered the night before, her soft dark hair looked handsome around her full, fresh-looking face, and she was smiling and chatty today. Her big tits with their smooth white skin were inviting, the blue lines of her veins visible under her clear skin. I found myself entertaining fantasies about different ways of splattering them with my sperm.

Her areolae were large and dark, and I wanted to see her nipples erect, like little bull's-eyes inside their dark-rimmed circles. I visualized puddles of sperm on her chest, a little drop collected at the end of a nipple.

I sighed and a little shudder went through my hips. I could get used to this summer California weather. It was warm, but dry, and your sweat vanished quickly unless you were in the midst of something serious, maybe like fucking, I thought with a silent laugh. The sunlight was dappled, just the slight sound of the diminished river was off in the near distance. The beer I had felt nice and cold in my hand.

Lenny had a Hawaiian shirt on and khaki shorts, his eyes sharp as he keenly enjoyed seeing Arlene without her shirt on. She had gotten up for another drink and Lenny eyed the back of her cut-off jeans as she bent over the cooler.

"I sure would like to get my prick up that sweet ass of yours," he said, marveling at the soft heft of her rear end, her ass cheeks hanging out the back. "You be up for that Arlene?"

She laughed. "I cannot imagine that happening," she said. "Not a big fan of anal. Just a few times in my life. Although your prick is small enough it would be more comfortable than the last one."

Lenny pretended not to have noticed the insult.

"I bet your anus would clamp down lovely on my cock," he said. "I could be fingering your clit at the same time," he said hopefully, "and you'd come handsomely."

"Not a chance," said Arlene.

"No way to entice you? At all?"

Arlene got a beer and sat down, her tits splaying off nicely to each side. She considered the matter for a moment.

"Well maybe..." she said thoughtfully.

Lenny's eyebrows went up. "Yeah?" he said, "what would it take?"

She looked off in the distance, pondering.

"If I could see Rob take you in the ass first."

I wish I could have taken a photo of Lenny's face right then - mouth open, eyes wide - it was priceless.

"His balls buried up to your rump, his cock plunging in and out," went on Arlene with a huge smile.

"I'd even pull on your own poor helpless prick at the same time just to sweeten the deal."

You could see Lenny trying to process the image she brought up. He shook his head violently. "Nope."

"Not even for a chance to pack your own peter into my rectum?" taunted Arlene. "Feel my anus scrunch tight on your throbbing cockhead while you spurt your thick manly cum up my ass? Have a hand on each of my boobs?" She waggled her chest with delight.

Lenny shook his head.

I was relieved. Generally I never minded seeing Lenny lose out on some sort of bet or contest, as long as it wasn't with me, but while willing to try all kinds of things, putting my penis into my old jackoff buddy's asshole was not one of them. Even old perverts have their limits, I reasoned.

Although, on the flip side, it would have been a treat to watch him sodomize sweet Arlene, and the pleasure he would have taken doing so would have been both considerable and memorable.

"Ah well," sighed Arlene, in mock disappointment, "too bad." She lay back in her chair, a big satisfied smile on her appealing moon face.

After a pause, we each settled back with our drinks. The talk ranged all over the map, Lenny asking Arlene about what it was like going through life with big handsome tits and all the drooling male attention they would get, Arlene wondering why guys were so tits-happy, us asking her about her favorite cocks, she prodding us about previous lovers, wives, partners. There wasn't much we didn't talk about.

Lenny's eyes were gleaming now, as his imagination was getting the best of him.

"Alright Arlene, you've heard about us a bunch. What about your best sex? Come, tell us."

Arlene looked up, thinking. "You guys want the truth?"

"Why wouldn't we?" said Lenny.

"You won't be offended?"

"Not sure how that is possible," said Lenny.

"Best orgasm I ever had was by myself."

Lenny nodded thoughtfully. "You didn't have to worry about anyone else," he said.

"Right. And the setting was perfect."

Arlene related a story of a solo spa weekend she had spent on vacation six months after her second divorce, somewhere north of Santa Fe out in the high mesa land. She had splurged on a resort, and had just gotten a massage that afternoon and was all relaxed, sitting out on the little secluded balcony that was attached to her room.

"Mountains in the distance, warm dry air," she said, reliving the memory. "I hadn't make love for ages, but right then I was very attuned to my body."

"It was very private, no one could see you from anywhere, the solitude really most pleasant. I decided first just to take my clothes off and sunbathe," she said.

"It was gorgeous. Something about the air, the smells, the freshness of everything, probably because my body was already relaxed and receptive. It really feels good to be naked outside, just not so easy to do usually. I felt my hand drift down to my crotch, and I began rubbing, just gently at first. It felt good."

Lenny was looking intently at her.

"What were you thinking?" he asked softly. "Did you think about lovemaking with someone in particular? Or some particular arousing activity? Some fantasy? Guys do this all the time."

"No," said Arlene. "Not at all. I just closed my eyes and focused on my sensations. I went very, very slowly, often reaching a certain level of intensity, and then letting my fingers go elsewhere.

"I would rub my chest, my nipples, my belly, the inside of my thighs, softly caress the hair on my groin and then always come back to my vagina. It probably went on for over an hour, and my first climax was so intense the stretched-out chair I was in ended up shaking violently. I came four more times, way more than usual, and each very strong."

"Wow, nice," said Lenny. "How did you make yourself come? You'd rather a finger than a vibrator or something else?"

"Rather my own finger and hands," said Arlene. "I don't like vibrators - too intense and you cannot modulate them like can your hands. I don't masturbate very often, most women don't do nearly as often as I think you guys do, it's different for us."

Lenny looked hard at her.

"Show us," he said quietly. "Show us how you touched yourself."

Arlene gave us a sultry, thoughtful look.

After a moment she said, "Okay. But you both have to do the same."

Lenny and I looked at each other, and he nodded.

He was the first to stand up, and he pulled off his clothes, then sat down in his chair, pulling it into a circle so that all of us could see each other. I followed suit and Arlene slipped out of her shorts. In the daylight her crotch hair was striking, a fetching dark triangle against the pale skin of her groin.

"Do you always close your eyes?" asked Lenny.

"Yes," said Arlene softly, "that allows me to focus just on the sensations. It's funny, I usually close my eyes when sucking a cock too, for similar reasons."

Her fingers were playing lightly over her lips, you could see her slit when she pushed her labia aside, a lovely pink red color.

Lenny's left hand was cradling his balls, slowly running them through his fingers, while the fingertips of his other hand were sliding, ever so slowly and gently, along his half-erect shaft, slowly lengthening, lingering at his cockhead on the upstroke to tickle the pointy engorged head.

I swallowed hard. Two of my oldest friends were masturbating right in front of me. I looked down at my own prick, which was standing straight up.

I ran my fingers lightly over the ridge along the edge of my prickhead and coaxed some nice tingling feelings out of it. I was aware of eyes on me and looked up. Arlene's fingers were still in her crotch, Lenny's fingers idly running over his prick, both of them intently staring at me.

"How long will you take?" asked Lenny, addressing Arlene.

"A good session will be half an hour or longer. If really aroused it can be a couple hours, maybe three or four climaxes."

Lenny sighed, "Three or four..."

We had some trouble deciding how we were going to continue. Lenny wanted Arlene to take her time and go all the way to an orgasm while we watched.

Arlene insisted we continue all together. Like most of our plans and little trajectories that weekend, it ended up going in a different direction anyway.

As Arlene sought, we continued to massage ourselves. It was great fun to look over and see Arlene's finger way up her cunt, pressing the heel of her hand on her mons, and scrunching up her face, then look at Lenny's left hand with a death grip on his balls while he stroked his great gleaming cock up and down.

He had slicked up his hand with saliva to make his cock glisten. We were silent, but very intent, alternately focusing on pleasuring ourselves and then pausing to take in the sight of the others.

At one point Lenny couldn't resist standing up and going over to Arlene's recliner to get a closer look, one hand still on his prick and pulling on it while he watched her rub her crotch. Her eyes had been closed and it appeared she was getting close to a climax, but she had heard him come over and looked up.

Lenny's cock was hard, pointing straight at Arlene. His pointy cockhead was red, wet, menacing. She gave him a look. "Come closer," she said softly.

Lenny edged nearer, cock waving from side to side.

Arlene swiveled her legs to the side and sat at the edge of the lounge chair. She leaned forward to kiss the tip of his prick. My groin spasmed, it looked so nice.

She leaned forward some more, her heavy breasts swaying forward as well, and slowly and quite deliberately paid homage to Lenny's prick.

She kissed the tip, took the head into her mouth, and sent her tongue around it, licking the underside and making his hips quiver.

She reached forward and held his asscheeks with her hands, and gradually, bit by bit, took his entire length down her throat, til her nose was buried in his groin thicket. I swallowed hard. I wanted it to be my prick in her mouth.

I could see her working her mouth on him, his cockhead must have been a good ways down her throat, and Lenny's face was all scrunched up. It began to look as if this was perhaps not just a short diversion from our group solitary pleasures.

She withdrew a bit and went back to work on his cockhead, sliding it in and out of her mouth, taking time to lick the underside of his shaft. She took frequent breaks to nuzzle and lick his balls while she used one hand to slide up and down his slobbery wet prick.

I found that I was holding my breath while watching them. Lenny had put his hands on her shoulders to steady himself, his face was red. His eyes were riveted on her actions, the way she held his cock, her mouth and lips moving up and down his shaft.

She was very slow, focused on each movement and action. It was the kind of attention that only came from a deep long desire to please, and she looked like she was enjoying every moment of it herself.

She licked his cockhead lovingly. She held his prick up vertically with one hand and pushed her nose into his balls and rubbed them over her cheeks, smelling them with obvious delight. She ran her fingers along his asscheeks and under his scrotum, pressing and stroking his perineum just as if she knew exactly what he liked.

She paused and examined his cockhead, all wet and engorged, and gave me a quick almost conspiratorial smile, holding his stiff cock up as if for inspection.

Then she went to work at him with a will. She took him deep again, then ran her lips up and down his shaft rhythmically, pausing at the head to give him a good wet tonguing.

She disengaged from time to time, to catch her breath, and feel the stiffness Lenny's cock brought to her hand. It gleamed wet in the sunlight, the veins clearly visible. She held it like a trophy, appreciatively. Then back again she went, her mouth over his prickhead, suckling something lovely.

Her eyes were closed, it was easy to imagine the pleasure Lenny was experiencing. Lenny's ass cheeks began to quiver, and his hips moved uncontrollably.

Arlene kept her eyes shut, she had his prick in her mouth as her whole sensory attention. Lenny pressed forward, holding her shoulders tensely, and all of a sudden his ass cheeks began clenching violently.

Like the other night, I saw a faint smile on Arlene's face while a cock was in her mouth, and I watched her begin to swallow, as Lenny pulsed his sperm into her, now fucking her face uncontrollably with quick, short spasmatic movements, his hands gripping her shoulders hard.

Several times her throat contracted, her nose full hilt into his groin, and I will not soon forget that sight. Lenny's head was thrown back, he was unsteady on his feet, I saw even his toes tighten. He had humped her sweet mouth something fierce.

Arlene finished swallowing and took her time to continue to go over Lenny's prick, up and down, very gently I thought, until Lenny couldn't stand even the slightest touch anymore and withdrew.

His prick slopped out, the head reddish purple, already dwindling, his shaft like a thick, limp garden hose, and everything was wet with her saliva and his left-over semen.

They exchanged looks.

"That was divine," Lenny finally said, exhaling. "You drain me as well as ever," his cock shrinking further. Arlene had a gleam in her eye, and nodded, running a hand under his balls.

Lenny staggered over to his chair and sat down. His prick lolled lifeless and spent on his thigh. Arlene gave me a look.

"Like a seat here?" she said, eyebrows arching, as she got up out of her chair.

I was not slow to respond and sat myself down.

She squatted beside the chair and ran her fingers over my fairly erect member. She examined it with some care, tracing fingers over the edge of my glans, noting its shape and feel. Her eyes were intent, and her fingers hefted my testicles, as if weighing them, sizing them up. She was deep in her own world.

I adored the slight pressure she gave my balls with a soft squeeze. She slid one fingertip along the tip of my cock, probing gently into my piss-slit. With a smile, she gently stroked my shaft and prickhead, observing how my cock reacted to her touch.

Any woman who does this sort of worshipful examination to a man's cock gets my thorough, enthusiastic vote, it really is nice to have your cock treated like some sort of divine entity.

She tickled the tip of her tongue over my piss-slit, then slid her tongue's soft wetness around my cockhead. I wanted to watch but closed my eyes. Warmth and wetness, little tingling feelings going on all over.

I felt one of her hands heft my balls, running them through her fingers, and then opened my eyes as she shifted and settled in between my legs, gently spreading them apart. Giving me an absolutely lascivious look, she began to suckle my balls, one at a time, running her fingers up and down the inside of my thighs.

My hips quivered involuntarily. Perhaps in response to my comments from the previous day, she took a long time on my testicles, sometimes holding my prick in one hand, but mostly just getting every square inch of my nuts wetly touched and caressed by her tongue and mouth.

She rose up over me a bit, kneeling, and dropped her mouth down over my cockhead. After my ball workout, the change of focus to my cock was sudden and delightful. But she kept the fingers of one hand working on my testicles, squeezing, grazing with her fingertips, reminding my balls that their job was to produce as much liquid nourishment as possible.

I came close to climax a couple times, which she seemed to know, as she would leave off her more intense attentions, and divert me by rubbing her tits over me, one time batting my face side to side with the inside of each of her heavy soft breasts. They had heft, and were thoroughly enthralling as I got smacked with them. Lenny's eyes were on our activities like a hawk.

But each time she returned to my prick, and the crisis could not be put off forever.

For this, she knelt by my side, and licking a prick this way is always nice since her tongue could reach around all parts of my glans ridge, now absolutely desperate to trigger my sperm forth. But even then, she managed to slow things down, keeping light contact with my prickhead with her tongue and lips, and not giving quite enough pressure to make me climax.

She licked along one side of my prick, gave it a few strokes with her hand, and then settled over it for serious. I was so excited at this point that by the time her mouth had completely encircled my prick, I was just about ready to spurt.

Up and down, with increasing tempo, wet and smooth with a tongue now making full contact with everything it reached, I felt my balls tighten. She squeezed them, encouraging them on.

Looking at her sweet mouth working me over sent me over the top. My ass-cheeks clenched violently and I sent a good pulse of sperm into her mouth.

She suctioned this, and the next half dozen thrusts I made, my hips struggling to force my fluids forth.

Feeling my semen jet into her mouth in a series of strong pulses was intense and immensely satisfying. Her throat contracted as she took my sperm deep into her mouth, her eyes still closed, but a half smile, again, on her lips as she sucked the last bits of sperm out of my loins.

My groin was very happy. I sat there, looking intently at Arlene, who returned my gaze as she continued to work her lips up and down my penis. She had just taken two good long loads of semen from two separate ardent cocks into her mouth, and did not seem displeased with her efforts.

"Now we need to return the favor," Lenny's voice came in, softly.

Arlene shook her head with a smile, wiping her mouth with her hand. "No, I'm good for now. You boys have got my juices going all right, but I think I want to save myself for after dinner."

She made herself comfortable at my old seat, while I took a towel and cleaned up my crotch.

We were quiet for some time, looking at each other. Lenny's cock had retreated, totally limp but still wet. Mine likewise had gone flaccid, sitting on the chair it was all soft and damp, its shrunken head nestled limply between my legs.

"So," she gazed at us. "Nice. But I would like to hear what sorts of little fantasies you would like to be engaged in the rest of this weekend."

Lenny was about to reply, but Arlene continued. "I want you to write them down. Depending on what I like, what seems doable, what sorts of excitement it causes in me, maybe we will act out one of them tomorrow."