Marlene Ate and Francis

This story picks up immediately after Marlene, Kate, and Francis Ch. 01. You should probably read that story first to get yourself good and ready for what's to follow.

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Marlene and Kate sat in her car in Marlene's driveway, neither of them willing to break the awkward silence. Marlene was breathing heavy as thoughts of sex mixed with fear and indecision in her mind. How to do it, she thought. Finally, Marlene came to a decision.

"I've thought about it, and I want to be the one who asks Francis." Marlene said. "I think it would be dishonest to try to pretend that I don't want this, and Francis and I have always valued honestly above all else in our relationship."

Kate was taken aback. This was a brave woman indeed, she thought. "OK, if you feel that way, then certainly it's your decision. Should I come in with you or wait outside?"

"You can come in with me. I have a feeling that once Francis sees you, he won't be able to say yes fast enough."

Kate smiled at hearing this. Of course she got compliments on her looks from customers all the time, and she didn't think twice about them, but Marlene just seemed so innocent and unassuming that she couldn't help but be flattered.

Marlene walked through the front door with Kate behind her. "Honey, I'm home" she called out.

Francis was sitting in the family room watching TV. He looked into the foyer and saw Marlene. "Hey honey." he said, not seeing Kate behind her. As they walked into the family room, Francis saw Kate for the first time and shuddered. Who is this he thought?

"Um, Hi." He stammered. "I'm Francis." He stood up and shook her hand.

"Oh sorry honey. This is Kate. Kate, this is my husband Francis" Marlene said. She was more flustered than she thought she'd be, and she could barely think straight with all of the adrenaline coursing through her veins.

"Kate and I met on the plane." She said.

"Oh-Kayyy" Francis said, confused. What was this all about? Kate was a knockout. He couldn't help but be immediately attracted to her. But why had Marlene brought her home with her?

"I have something a little strange to say, and I hope you don't take this the wrong way. I love you, honey, and I want to show you how much I love you in a very special way tonight." Marlene walked up to Francis, put her arms around him, and drew her mouth to his, kissing him passionately.

Separating, she reached a hand out to Kate, who also walked over. She took Kate's hand and put it in Francis's, and Kate took her cue and leaned in towards Francis. As his eyes widened and his heart quickened, Kate put her mouth to his, thrusting her tongue into his mouth. Francis felt like he was going to faint. He kissed her back deliriously.

Kate leaned back and looked at Marlene. Marlene looked at Francis. "Honey, tonight I want you, me, and Kate all to have sex together. I know this sounds strange, but I think it's something that both you and I will enjoy, and I don't want you to feel threatened by it. I love you deeply and I'm doing this for both of us."

Many emotions were overtaking Francis now. He was moved by Marlene heartfelt speech, and also extremely excited at the idea of having sex with both Marlene and Kate. He stared at them dumbstruck for a minute before coming to his senses.

"OK" he said, barely able to talk.

"Are you sure? I don't want you to feel uncomfortable." Marlene asked nervously.

"No, it's OK. I would be lying if I said that I'm not attracted to your friend. And also I have to say that I have long thought about the idea of having a threesome with you. It's something that I've always wanted to do, but I've never know how to bring up the subject."

Kate was overjoyed that Francis agreed. Marlene and Francis both turned to her. "Well, you're the expert. How do we get this started?" Marlene asked her. Francis wondered what Marlene meant by "expert", but he was way too horny at this point for any real rational thought.

Kate reached both hands out and took Marlene and Francis by the hand and drew them to her. Their faces were close now, and they each stared into each others' eyes.

"Before we start, are there any ground rules that you want to follow." Kate said, her business side kicking in. "Is there anything out-of-bounds? Everyone should be in agreement before we start so that there are no hurt feelings afterwards. It's important to me that you both feel comfortable with everything that we're going to do."

Francis thought to himself that he desperately wanted to do anything and everything with Kate, and he hoped Marlene would agree, but he would understand if Marlene didn't want him to fuck her. This was virgin territory for both of them and he just didn't know what the ramifications of intimacy between himself and Kate would be down the road.

"I don't think anything is out-of-bounds." said Marlene, surprising both Francis and Kate. "I only know that there are a few things that I definitely do want to happen. First, I want to show Francis just how uninhibited I can be by putting on a show for him. Then I want to watch Francis fuck you long and hard. Then, who knows. Whatever crazy things you can think of I want to do. I don't know if we'll ever do this again, so I want to drink deep and savor every moment of our time together."

Francis was surprised but pleased. He was hearing Marlene say things he never in his wildest imagination imagined she would say, but he was loving every minute. God, was he lucky to have such an open-minded, accepting woman for his wife.

"OK, here's what we'll do. Marlene and I will go upstairs now to your bedroom and get ready. Francis, I want you to come up in ten minutes when we call you, and leave your inhibitions at the bedroom door, because you are not going to believe what you see when you get up there." Kate said. She took Marlene's hand and led her towards the front staircase. Marlene followed behind her, then turned her head and she walked and looked back at Francis. She smiled a big smile at him and said "I love you!"

Francis grinned as he watched her being led upstairs and replied "I love you too sweetie."

Francis say back down on the couch. A million thoughts were racing through his head. Five minutes ago he was bored and wondering what he was going to do tonight. Now we was about to have a threesome with his wife and a beautiful stranger. The minutes passed slowly, and Francis' cock was already straining in his sweatpants. He couldn't wait any more he thought. It seems like it's been hours. What are they doing up there? He heard some walking around and some whispering coming from the bedroom. Were they getting started without him? I hope not. Although he knew that Marlene could cum two dozen times in one night given enough attention, so really he wasn't worried if she wanted to get off one before he came up.

Finally after what seemed like an interminable wait, he heard Marlene's voice calling downstairs, cracking and giggly. "OK honey. Come on up!" she shouted.

Francis raced to the foyer and up the stairs, but when he got to the bedroom, he slowed and walked cautiously into the bedroom doorway. Around the corner he saw shadows flickering from candlelight emanating from the bedroom. When he got to the open doorway, he nearly shot off his load right in his pants.

Kate and Marlene stood at the foot of the bed facing each other. Kate was wearing a black bra and garter belt with black stockings and stiletto heels. Marlene was wearing a purple bustier over which her large breasts poured out along with a thong and knee-high purple high-heeled boots. The two of them were staring into each other's eyes intently. On seeing Francis enter the doorway, Marlene turned her head and looked seductively in his direction. Then she turned her face back towards Kate while Kate pulled their bodies together.

Their lips met just as Marlene turned her head back and they began kissing, softly and sweetly at first. Kate let her lips glide over Marlene's while their eyes closed and Marlene felt a thousand sensations from that one little touch. Marlene opened her lips and ran her tongue over Kate's lips, which made Kate melt in her arms. Marlene sighed as Kate opened her lips and their tongues intertwined and danced about each other, glistening in the candlelight. Their bodies began to writhe against each other as their passion mounted.

Francis watched engrossed for several minutes not even noticing the passage of time. Marlene was opening herself to Kate totally and utterly, and he could see that she truly was as uninhibited as she had sounded downstairs. As Francis watched, Kate ran her hands over Marlene's head, stopping to rub her scalp and pull lightly at the end of her long blonde hair. Marlene gasped with the pleasure of the sensation. She thought of a time many years earlier when Francis had fucked her from behind and, while pounding into her, had pulled her hair and spanked her ass and how good it made her feel. Of all of the times Francis had fucked her from behind, that was one of the ones she remembered most vividly.

Kate brought Marlene back to the moment suddenly when she ran her hands down to her swelling breasts. Kate put one hand on each breast and squeezed Marlene's nipples between her fingers. Marlene's breasts were always very sensitive, so much so that Francis could sometimes make her cum just by sucking on them. Kate's eyes were open now, staring intently and Marlene's blissful expression of otherworldly abandon.

Kate turned her face to look at Francis. She spoke in a half-whisper.

"Francis, your wife has such beautiful tits. You must love how they feel in your hands. Do they taste good?" she asked.

"I love how they taste." Francis replied, nearly delirious from excitement watching the scene unfolding before him. "And I'm not the only one who thinks so. Isn't that right sweetie?"

Marlene awoke from her reverie at hearing Francis speak and immediately knew what he wanted to see next. Marlene took Kate's hands and gently pushed her down so that she sat at the edge of the bed. She then took a step back and faced turned so that both Kate and Francis could get a good look at her.

She began running her fingers over her breasts. The tips of her fingers darted over her nipples and turned them rock hard. She squeezed her breasts and massaged them together, showing Kate and Francis her ample cleavage. How Francis loved to slide his cock between those tits she thought. Plenty of time for that later, though.

Marlene cupped her left breast and, slowly moving her eyes from Kate to Francis and back, lowered her head down and ran her tongue down the length of it all the way to her erect nipple. Once she reached it, she began to flick her tongue back and forth over it, making it even harder. Kate was enthralled by Marlene's performance. Although she had beautiful C cups herself, she was never able to give her own breasts this kind of attention and she was fascinated by how absorbed Marlene was in pleasuring herself this way. Francis of course had seen this particular show before, but he smiled wickedly at Kate knowing that the show was even more for her than it was for him.

Marlene now took her nipple between her teeth and pulled and sucked on it. She started to moan loudly.

"Oh god. Can you see how hard my nipples are? I love that taste of my nipples. It makes me so wet. I know it makes you horny to watch me suck my tits like this, doesn't it honey." she asked Francis.

"Oh yeah baby. You know I love watching you pleasure yourself like that. Every time you do it it makes me think of the first time I ever saw you reach your tongue down and run it over those beautiful tits." Francis replied.

Marlene shifted and began giving her right breast the same treatment. Soon she was darting her tongue from the left nipple to her right and back. She was so excited she thought she might make herself cum right there. God what a turn on it was to do this in front of Kate!

Kate couldn't stand it any more. She reached a hand down to her own dripping wet pussy and began rubbing her fingers over her clit. As soon as she touched it, she felt her first orgasm of the night ripple lightly through her body. She kept rubbing and sliding her fingers over her hole to spread her pussy juices all over, watching Marlene lavish attention on her big gorgeous breasts. Just as Kate felt another orgasm swelling up, Marlene dropped her tits and smiled.

"Alright, am I the only one who's going to fuck me tonight or what?" she laughed.

Kate didn't need any more prodding. She stood up from the bed and took Marlene's hands, lowering her down to the bed. Marlene sat on the edge of the bed as Kate kneeled before her. Kate knew that her clients always loved when she assumed this submissive position on the floor while they were on the bed, and she intended to give Marlene the royal treatment tonight. Kate reached up and grabbed the sides of Marlene's panties, pulling them down to her feet and off.

Before Kate lay Marlene's bare pussy. Marlene didn't shave her pussy, but her blond pubic hair was thin and barely covered her outer lips. Kate licked her lips in anticipation.

"Do you want me to eat you out?" she asked Marlene.

"Yes, please. Please stick your tongue in my pussy. I've wanted your tongue on my pussy since the moment you sat down next to me on the plane. I've been wet for hours thinking about your tongue on my pussy."

Francis was taken aback. He figured they had met on the plane, but he didn't really know any details until know. He imagined his wife sitting next to this bombshell on the plane getting wet and managed to get even hornier. His dick was getting ready to burst out of his pants now and he knew he would have to get some relief somehow soon. But the show was just to good to think of anything else right now.

Kate moved in closer and began kissing Marlene knees, moving up her thighs, and licking and nibbling on her belly. Her tongue and lips slid downward as Marlene turned her head upwards and let out a great sigh of ecstasy. Kate's tongue found Marlene's clit and began slow circles around it. The circles slowly sped up and she started to flick the very tip of her tongue over Marlene's clit. Marlene was gasping for air now and felt herself getting ready to cum. Kate could sense her readiness and started sliding her whole tongue up and down Marlene's sopping wet pussy. She darted her tongue in and out of her hole, alternating tongue-fucking her with sucking and nibbling on her engorged clit.

Marlene couldn't hold back any longer and let forth a load low moan as she had an incredible orgasm. Wave after wave shot through her as her pussy contracted and her whole chest heaved up and down. The spasms subsided only briefly while Kate continued to eat her out. Within a few seconds a second orgasm overtook Marlene, a little milder than the first but still strong enough to elicit a heavy moan from her.

She sure cums easily, Kate thought. This should make the evening fun. Kate dove in know with abandon, sucking Marlene pussy lips and clit into her mouth, running her tongue the entire length of her pussy, and forcing her tongue into Marlene's hole. Marlene came yet again, bigger and stronger than the first two, this time temporarily losing control of her upper body and flopping down onto the bed.

Kate slowly eased back from Marlene's pussy, then lifted herself up onto the bed and brought her lips to Marlene's. Marlene licked Kate's lips and tasted her own juices all over her mouth. They were warm and slightly salty, and Kate smiled down on Marlene after seeing the look of ecstasy on her face.

"That was amazing!" Marlene exclaimed. "I want to return the favor. Let me taste your pussy now. Francis -- do you want to see me lick this lovely woman's pussy?" she teased.

Francis blurted out "Of course! But I think it's time I get in on this little threesome." He said, pulling off his t-shirt and sweatpants. In a few seconds he was standing naked next to the bed. Marlene and Kate both looked at him, Kate for the first time. Kate liked what she saw. He was already fully erect and looked to have at least seven inches of thick cock ready for the two of them. She was definitely looking forward to having that cock inside every hole in her body.

Kate lay down on her back and slid up toward the top of the bed. Marlene climbed onto the bed after her and crouched on all fours in front of her. Marlene lowered her face to Kate's waiting cunt and started licking voraciously. Whereas Kate had started her oral explorations of Marlene's pussy gingerly and with care, Marlene dove into Kate's pussy.

The second her tongue hit Kate's pussy, a long forgotten memory had shot into Marlene's consciousness. Marlene had in fact tasted pussy once before, on a night many years earlier when she and two of her girlfriends and had picked up three guys at a bar in Germany and taken them home. The six of them had a drunken orgy that night, and although she couldn't remember many details, so did remember a few fleeting moments, including eating out one of her girlfriends while her other girlfriend was fucked by two of the guys at the same time. Other memories of that night floated back too, like when, after two of the guys they had brought home had passed out on the couch, she and her girlfriends had taken the last guy and all sucked his cock at the same time, their tongues overlapping and rubbing against each other as they slid over his member. Boy how could she have forgotten that night? Was it just the booze, or had she somehow repressed that memory?

Marlene was startled back to the present when she felt Francis' cock sliding into her wet pussy from behind. She took a break from sucking on Kate's clit long enough to look over her shoulder at Francis and see him kneeling behind her, easing his dick into her cunt. He had a look of amazement on his face, like he thought this must be some kind of dream or something.

"You aren't dreaming, sweetie." she said to him. "You're fucking me doggy-style while I eat out a raven-haired goddess in our bed. You better not stop until you cum inside of me either!" she commanded.

Francis was more than happy to obey. His cock penetrated deep inside of her now and he started to rock back and forth, slowly at first, then increasing in speed, while Marlene matched his rocking with a slow-then-fast tongue fucking of Kate's hole.

Kate was in heaven now. She watched intently as Marlene lavished attention on her cunt, and saw the look in Francis' eyes that he too was in heaven. I bet he's fantasized about this very moment a thousand times, she thought to herself. All men do. She felt gratified that she was able to bring out such passion in this couple.

Francis was now fucking Marlene's pussy with great vigor, slamming his rod into her over and over. Marlene bucked front and back with the force of his thrusts. Her tongue pushed deep into Kate's pussy, and Kate felt herself cumming yet again. Kate's hands were exploring her own breasts now, running her nipples and running up and down her body, and also running through Marlene's hair cascading over her torso.

"Oh yeah your pussy feels so good. You're squeezing me dick aren't you? I can tell you're trying to hold me inside you." Francis moaned. He could feel himself welling up and ready to blow his load inside of Marlene. Marlene could feel it too.

"Oh honey please cum inside of me. I want to feel your cum shooting deep into my pussy. I ache for your cum." Marlene replied.

Kate was impressed with Marlene and Francis' lovemaking talk. She had been with couples before who barely said a word during their experience, and she again felt lucky to have hit on two people so in love and so comfortable with each other that she can relax and enjoy herself like this.