An Evening to Remember

I'm fifty years old and have been happily married for 28 years. Our kids are grown and married and life is good. Yet something happened to me recently that really caught me off guard. We've known Joe and Sally for twenty years. A handsome couple, I've found myself envying Joe a time or two over the years as Sally has always kept herself in top shape. Recently, my wife Jenny was visiting family and I was batching for a week. Joe and Sally invited me over for dinner. This was not an unusual invitation.

Sally was dressed to kill that night, so much so that I asked if we were going out instead of dining in. At 5'5", 125lbs 34c breasts, she looks fabulous. She assured me that dinner was at home and ushered me in for pre-dinner cocktails. After dinner, we were sitting around relaxing in the living room with glasses of brandy making small talk. As I relaxed, I noticed that Joe and Sally were getting antsy. Thinking I had overstayed my welcome, I started to make my excuses for going home, thanking them for a wonderful evening. Then Sally spoke.

"Don't go, Mike; at least not yet."

Caught off guard, I settled back in my seat and asked, "Is everything okay?"

Joe spoke, "Well, this is a bit awkward...." I looked back and forth between Joe and Sally as they fidgeted.

"What's this all about?" I asked, concerned for my friends.

"I guess there is no easy way to ask this;" Sally said, "So, I will just blurt it out. We'd like you to go to bed with us."

"What????" I was dumbfounded.

Sally continued, "We have come to the point in our marriage and our sex life where we'd like to try some different things, including a threesome. With all the concern over std's out there, we decided to play it safe. We've known you a long time and decided it would be safe to ask you. If your answer is no we will respect that and never mention it again." My mind was spinning as she went on. "Jenny and I have been close friends for a long time. I would never do anything to jeopardize that, so I asked her first if it was okay if we approached you."

I couldn't believe what I was hearing, and I'd be lying if I said I was not intrigued by the offer. In fact, I found my cock getting hard just listening to Sally. "You talked to Jenny? And she was okay with this?"

As if on cue, my phone buzzed me letting me know I had a text. It was from my wife, Jenny, saying, "Go for it!"

I looked at Sally, who was smiling at me. Then at Joe, who was sheepishly looking around. "Joe, are you sure about this?"

He nervously smiled at me and said, "Yeah, actually I think it will be fun."

Sally was looking hot and now I knew why. I took a drink of my brandy and took a deep breath and said, "I'm in."

That was all she needed to spring into action. Sally got up and started to undress in front of us. Slowly and seductively she unbuttoned her blouse revealing a red lacy push-up bra. Her breasts looked flawless and my cock ached to get loose. Joe was leaning back watching his wife, clearly enjoying the show. Tossing her blouse aside, Sally continued to remove her skirt, revealing a matching red lace thong. For a woman in her late 40's she was pretty hot. She walked over to me and slowly turned around so I could admire her body. I couldn't believe what was happening. She knelt in front of me and placed her hands on my thighs. My cock was bulging against my slacks. "It looks like you need a little help here," she said; and with that, she moved her hands up my thighs to my crotch. She undid my pants and reached in and freed my cock from its confinement. It felt good to have it out, but then I remembered Joe and looked at him. He was looking at my cock and smiling.

Sally got up and went over to Joe and repeated her actions, pulling Joe's cock out of his pants. "Glad to see you boys are ready to play," she said.

I looked at Joe and then at his cock. I'd never seen anyone's cock hard in real life before. He was of similar size to me, maybe a little thicker. "You like what you see?" Sally asked.

I stammered and quickly looked away toward Sally. She was swaying seductively and smiling at me. "You'll get a closer look later on." My mind was a buzz at this point, not understanding what she meant, and not really caring at that point. She reached up behind her back and unhooked her bra and her ample breasts fell into view. She cupped each one in her hands and massaged them with her eyes closed, moaning with the pleasure she was giving herself.

Then she started playing with her thong, rubbing it, dipping her fingers behind the sheer fabric. She looked up at us and said, "You boys are a bit overdressed, don't you think?" Joe wasted no time in taking off his shirt and pants. As soon as I realized what he was doing, I quickly followed suit and shed my clothes. "Mike, would you sit on the couch next to Joe, please?"

She didn't have to ask me twice. I was up and next to Joe in a heartbeat. Joe smiled at me, but said nothing. I noticed he was stroking his cock slowly and my eyes were drawn to his actions. Time seemed to stop as I watched him play with his cock. Sally broke the spell, "Hey boys, eyes on me," she chortled.

We both turned to look at Sally as she peeled off her red laced thong revealing a mostly shaved pussy. There was just a patch of trimmed hair resting above her clit. Damn she looked hot. Without really thinking, I grabbed my cock and started stroking it; a river of precum flooded out providing me with plenty of natural lube, which only heightened my sensitivity. Sally handed me her thong and then knelt in front of us.

She grabbed our cock holding hands and gently moved them away from our cocks, then she leaned toward my cock and started licking my shaft like a popsicle. I leaned back and moaned with pleasure. After a few moments she moved to Joe's cock and he responded similarly. I watched Sally lick Joe's cock and then lower her head and open her mouth, taking Joe's cock all the way down her throat. Joe continued to moan as Sally bobbed up and down his cock a few times. I watched intently hoping she would do that to me as well.

I was not disappointed. After a few deep sucks, she shifted to my cock and treated me to the best blowjob I had ever had up to that point. I had to push her away, fearing I'd cum too soon.

Sally got up and pushed us apart, sitting between us. She started playing with her breasts and then said, "I sure wish I had two hungry men sucking on these." Joe immediately leaned in and started to lick the nipple of the breast closet to him. Taking his cue, I shifted on the couch for better positioning and went to work on the other breast. Sally placed a hand on my head, pressing me toward her breast as she moaned with pleasure. My hand fell between her legs and I started moving up her thigh toward her pussy. When I finally arrived, she was sopping wet. I couldn't believe how wet she was. She was grinding her pussy into my hand as she pressed my head to her breast. I fingered her wet pussy as I sucked greedily on her breasts. She moaned louder and louder until she climaxed, pushing us both away.

Breathing heavily she said, "Oh my, oh my, that was incredible."

I looked at her body, then at my wet hand. I moved my hand to my face, smelling her scent and licking my fingers. I couldn't wait to fuck Sally.

After she regained some composure, Sally stood saying, "Let's continue this in the bedroom." As we stood, she grabbed our cocks and pulled them together. Neither one of us said a word as she rubbed them together a bit. I didn't know what to think or say but it felt good so I stood there with my eyes closed. She shifted around and grabbed a cock in each hand and said, "Come on boys. Time's a wasting." She led us by the cocks like pull-toys into the bedroom. I couldn't have imagined what would happen next if I tried.

"Mike, lie down on the center of the bed." The bed clothes had been pulled back earlier so I complied with Sally's command. She jumped up on the bed and straddled me and then positioned herself directly over my face. I looked up at her wet pussy and licked my lips in anticipation. "Ready?" Without hesitation, I nodded my head and she lowered herself down on my face.

I wasted no time in exploring her moist folds, licking and nibbling on her sweet pussy. My hands grabbed her ass as I pressed my face against her pussy giving her my best effort. Working away on her pussy, I almost forgot about Joe until I felt a hand on my cock. My eyes popped open and I gasped, looking up at Sally. Her eyes were closed in bliss as she grinded away against my mouth. I was in no position to protest. Then I felt a warm mouth licking and sucking my shaft and I knew my best friend was sucking my dick. It was unlike anything I had ever experienced. He knew just what to do, where to touch, where to apply pressure, bringing me close to cumming, then backing off. My mind was racing, but my mouth was full of pussy, so I let go and tried to concentrate on eating Sally's sweet pussy.

A few moments later she started bucking against my face and moaning hard. I knew she was close. I positioned my finger against her asshole and started pressing. She moaned louder as her hole gave way to my probing and after only a few seconds more of my finger-fucking her ass, she clamped down on my face and came hard. Joe released my cock at just the right moment or I'd have cum with her.

She rolled off me, moaning and gasping for breath. "Mmmm Mike, that was wonderful. Did you like it too?" I looked at Joe, grinning at me, then back to Sally, "That was a first for me, to be sure."

"But did you like it? Did you like having Joe suck your cock while you were eating my pussy?"

There, she said it. She knew Joe was sucking my cock. She wanted my approval. I did enjoy it, very much. But could I say it? Could I say out loud that I liked having one of my best friends suck my cock while I ate out his wife? They were both watching me intently. I hesitated a moment then said, "Yes. It was the best blowjob I've ever had. Licking your sweet pussy was icing on the proverbial cake."

"Yes!" she exclaimed while clapping her hands together. "I only wish I could have watched." Again, as if on cue, Joe lowered himself down to my cock and started repeating his actions on my cock while Sally watched. "Oh yes, Joe, suck that cock. Suck him for me."

The scene before me was a bit surreal. Sally bouncing on her knees encouraging her husband who was working away on my cock like a seasoned pro. Before long I found myself coming close again so I pushed Joe away, still hoping for a chance to fuck Sally. He fell back with a smack of his lips letting us know he was enjoying himself. I never would have guessed he was a closet cocksucker.

Sally had a broad smile on her face. "You want to fuck me, Mike?"

I smiled and nodded, "Hell yes; I've thought of little else since we started this little game."

I want you to fuck me, Mike; but first I want you help me do one thing." I looked at her with a puzzled expression on my face. I glanced at Joe who was smiling away. Then she hit me with it. "I want you to help me suck Joe's cock. Then you can fuck my lights out."

There it was, out on the table. My mind was spinning. Could I do it? Could I suck a cock???

While I was deliberating the question, Sally had Joe lie down on the bed and she got between his legs and started to lick his shaft. I watched her intently, wanting very much to fuck her lights out. After a few moments, she looked at me and said, "Come closer, just watch me for a bit." Mechanically I obeyed and leaned in closer watching her masterfully suck her husband's cock.

This was as close as I had ever been to another guy's hard cock. I found myself starring at it as she licked and sucked it. I began wondering how it would feel to touch and stroke Joe's cock. As if she could read my mind, Sally stopped sucking and started stroking. She smiled at me and took my hand and pulled it toward Joe's cock. Again, I mechanically opened my hand and then wrapped it around Joe's shaft. It felt both strange and familiar. Somehow, I expected it to harder. I don't know why, but was surprised to discover it both hot, hard and smooth at the same time, sort of spongy.

Sally cooed, "Oh yes, Mike, feel his cock in your hand. Stroke it; play with it." Joe started moaning with pleasure as I stroked him. The sound startled me and I looked up at Joe's face. He was watching me, grinning, nodding in approval. I abandoned all resistance at the moment and began exploring his cock with my hands.

"Suck it," Sally commanded. "Go ahead and suck it, Mike. You know you want to."

I did. I did want to suck Joe's cock. I couldn't believe what I was about to do, what I wanted to do with Joe's cock. I lowered my mouth onto Joe's cock and let it slip past my lips. I began sucking his knob while stroking his shaft as Sally encouraged me. "Yes, Mike; keep going." Soon, I lost all sense of myself and started to stoke and suck his cock like it was the most natural thing in the world. I found I enjoyed licking and sucking Joe's cock. His response only heightened my pleasure at giving him pleasure. I began to experiment with flicking my tongue around the head; massaging his balls; grasping, squeezing and releasing his shaft while I sucked the tip. I took as much of his cock in my mouth as I could until I started to gag a bit and backed off. I used my tongue to rub the underside of his shaft as I sucked out the precum that was oozing out. I was so caught up in what I was doing that I was startled when he tried to pushed me away. Sally was cheering me on talking about how hot it was to watch me suck Joe that I didn't want quit, so I resisted his push and redoubled my effort at sucking him off.

"Unless you want me to blow my wad in your mouth, you'd better stop!" At hearing this words I decided right then and there that I wanted to make him cum, to feel his cock explode in my mouth. Faster and faster I went with Sally clapping and encouraging Joe to cum in my mouth.

I felt his cock expand and I knew the time had come. He grabbed my head cried out while pounding my mouth and let loose. The first wad surprised me as it hit the back of my throat. I had no choice but to swallow. The second and third blast filled my mouth and started leaking out of my mouth. I eagerly took all he had, squeezing and sucking until he collapsed back on the bed.

Sally grabbed my head and pulled me into a deep kiss, sharing Joe's cum while we kissed. She licked the excess cum off my face and kissed me again and again telling me that it was the hottest thing she had ever seen. I was so hard at that point that I kissed her back, grabbing her and spinning her around until she was under me. While continuing to kiss her, I grabbed my cock and directed it to her still wet pussy. I thrust my cock into her ready pussy with abandonment. She grabbed my back and pulled me toward her, screaming in my ear, "Fuck me, fuck me, fuck me."

I obliged, banging away, not caring or thinking about Joe, who was obviously watching me fuck his wife. Unfortunately, I was so far gone with everything that I didn't last as long as I'd have liked, so after only a few minutes of having her sweet pussy gripping my cock, I climaxed, filling her pussy with my cum. I collapsed on top of her as she hugged me close, still gripping my cock with her clenched pussy, whispering in my ear, "Oh Mike, that was so hot."

After I caught my breath, I reluctantly rolled off Sally. Grinning ear to ear, I leaned back and drank in Sally's beauty. She looked over at Joe and with a smile she crooked her finger at him. I thought he was going to come over and snuggle on the other side of her, but to my surprise he moved right down between her legs and started to lick off my cum, oozing out of her pussy. I watched intently as he dove his tongue in, pulling out more and more of my cum. He licked and sucked until she came again. Then he moved on top of her and opened his mouth and much of my cum dripped out on her breasts. Clearly is was mixed with some of his saliva, but it was mostly my cum. After emptying his mouth, he smeared my cum on her breasts, then offered his fingers to Sally, who eagerly licked them clean. He then pointed to the breast closest to me and said, "I believe that one is yours." Without further ado, he went to work, licking and sucking on the other breast, cleaning off all my cum. I smiled and turned my attention to the breast closest to me and started licking and sucking it clean. Sally moaned and squirmed with delight as we cleaned her up. After we finished, we laid down on either side of Sally enjoying the afterglow that comes with good sex.

Sally reached over and placed her right hand on my cock and her left hand on Joe's. She began playing with our cocks and it didn't take long before both of us were hard again. She sat up and asked us if we would suck each other in a 69 position while she watched. She didn't have to ask twice. We quickly positioned ourselves and I found myself staring, once again, at Joe's cock. This time I didn't need any encouragement. I leaned in and began to lick up and down the shaft. I played with his balls while taking his tip in my mouth and gently sucking it. Similarly, Joe was working magic in my cock. I couldn't tell you what I liked better – sucking Joe's dick or having him suck and play with my cock.

Sally was leaning back fingering herself and saying how hot we were. Then I felt Joe begin to play with my asshole. No one had ever touched me back there and the shock of it made me jump. "Oh Joe," Sally said, "must be a virgin ass." Joe continued to rub my hole, applying more and more pressure each time until his finger popped into my hole. I jumped again. I couldn't believe how good it felt to have his finger in my asshole. Soon he was plunging his finger in and out of my asshole while sucking my cock. Then he touched something deep within me that caused me to cum unexpectedly on the spot! I stopped sucking Joe and let the experience wash over me like a title wave. It was the most intense orgasm I'd ever had.

When he finished, I said, "What the hell did you do?"

"I massaged your prostate gland," he said. "Did you like it?"

"Like it??? It felt incredible," I said.

"There is only one thing that feels better," he said.

"What's that?" I asked.

"Having a cock massage your prostate."

"Really?" At that point I was up for anything. Joe's cock was still hard. "Would you use yours to do it?"

Joe smiled at me. "I thought you'd never ask."

With Sally clapping in approval, I got on my knees and pointed my ass up in the air. Joe pulled out a bottle of lube from somewhere and poured a liberal amount on my ass. He worked the lube into my ass with his fingers, first one then two, as I moaned with pleasure. Never in a million years would I have thought having someone play with your ass could feel so good. Then he lubed up his cock and pressed it against my hole. "It may burn a little at first, but trust me, it will pass into pure pleasure," Joe said.

He spread my ass cheeks and pushed his cock against my hole. I bit my lower lip as the pressure increased and then I felt the tip of his cock penetrate. I groaned. He was right; it did burn a little, but I pushed back against his cock waiting for it to pain to pass. I felt his cock begin to glide into me, filling me like I've never been filled before. I moaned and grimaced with pain as he slid in until I felt his hips against my ass. He rested there for a few minutes to let my ass adjust to being filled with his cock. I was grateful. I began to relax and found that the burning did subside. After a few more minutes of resting, Joe began to slowly pull his cock out of my ass. But before fully removing his cock he began to push back. I found myself pushing against him, wanting him to be buried again in my ass. "Nice," he said. He repeated this action and soon I discovered that the pain had totally abated and I was enjoying the feeling of his cock sliding in and out of my ass. Our tempo increased each time with commentary offered by Sally and soon I felt his cock expand and I knew he was close to cuming. I clenched my ass muscles together, squeezing his cock as he fucked me and I heard him, "I'm cuming; I'm cuming!"