Our Friend Sam Ch 02

"Hi honey, got the project finished. How was your day?" I put my things on the table and grabbed a beer out of the fridge.

Beth had just walked into the kitchen. "It was great!" Her eyes danced as she took the beer from my hand and set it on the table. Still holding my hand she turned and headed back through the house.

"Where we going?" As if I didn't know seeing as how she pulled me into the bedroom. "What's going on?"

"Take your clothes off and lay down." Beth reached up behind her as she spoke and untied the halter-top. She stood smiling at me as I undressed. I knew she must be horny as she didn't often haul me to the bedroom and be so demanding. With her being this turned on my cock began to stiffen slightly as I thought of the possibilities. "Prop your head up on the pillow a little and put your arms out to the side." She was watching my cock as she spoke and smiled as she saw it begin to harden, climbing from my thigh until it was pointed directly at my belly button.

"Oh yeh, I'm going to enjoy this." I knew what was coming as it was my favorite game, with the exception that it was usually I who had to coax her into sitting on my face. It's wasn't that Beth didn't enjoy it, but she always hesitated in being the dominant one. I would position her so that her shins were between my biceps and shoulders, this would open her pussy wide for my tongue and much more comfortable for her to squat. I was never much into bondage but enjoyed the feeling being unable to move my arms and not being able to move much until Beth decided she was thoroughly satisfied.

"I'm sure you will enjoy this." Her eyes sparkled and her hard nipples betrayed her excitement. I watched as she hooked her fingers into her panties and pushed them down onto the floor. Moving onto the bed she lifted my cock to her lips and gave it a quick suck before straddling me and moving up my body. "It's so hard now, I wonder how hard it's going to get before I'm done." She smiled mischievously.

I didn't have any idea what excited her to bring her to this point, but I was sure enjoying it! As she moved over my belly and chest I could feel her juices leaving a trail as she got closer and closer to my face. "I love the feeling of the line of juice you're leaving on me."

"I want you to taste my juice. I want you to push your tongue as deep as it will go then fuck me with it and suck my cunt until I can't stand it." Her pubic bone rested against my chin. She began to rise and move over my mouth. "Then you are going to watch me jack off right before your eyes....then I'm going to suck you off until you blow your hot cum down my throat.." Positioning her legs she pinned my arms and lowered openness onto me.

My eyes went wide and I tried to talk, but she pushed her weight completely down on me. I had done as she said and drove my tongue deep into her and sucked her outer lips into my mouth. "MMMfffffhhhh...." I tasted her juices, but there was something else! My mind whirled as I tried to sort my thoughts. Looking down at my astonishment Beth smiled and with her hands caressed my cheeks.

"Long time, huh?" That's when the realization hit me! This was another man's cum! I tried to move but she bore down heavier with both her legs and pussy. "Sam fucked me this afternoon. I lap fucked him while he played with my breasts. His thick hard cock filled my cunt with all his cream..."

"Mmmmffffuuuccchhhh..." It had been years since I had tasted another man's cum, but a taste that you never forget. She had fucked Sam! It had to be true! I wanted to jack off, my cock throbbed against my belly, but I couldn't move my arms.

I stared up at her as my tongue worked inside her, swallowing as stream after stream of her cum and Sam's flowed into my mouth. I listened intently as she related to me how she had seen him through the window jacking off. How she hurried home and was getting herself off when Sam came and knocked on the door. She had undressed in front of him then pulled his pants down and straddled his legs and shoved his cock in.

Beth's fingers moved down her belly and she gently pulled on her clit. "His cock isn't as long as yours, but it's so thick! I had trouble taking it in!" Using two hands she held her slit open and began rubbing the hard pink nub. "He didn't...didn't...last long. He was so excited...oh...ohhh...I felt it. He...was...so... full-l-l-l." Her muscles spasmed against my tongue and I felt the gush of her juices. "OHHHFUCKKK!!!!" Her fingers stopped and pressed tightly against her clit, her entire body shuddered. She began to fall forward and quickly caught herself by grabbing the headboard. "Oh damn! Oh fucking damn!"

I still couldn't move, and as I waited for her to recover, gently licked her cum from her outer lips. Being careful not to touch her sensitive clit. Silently I prayed she would recover as my cock was straining for relief! Her cunt full from Sam's prick and if I hadn't known better her unbelievable story! Slowly she moved from over me and knelt on the bed at my waist. Reaching over she gripped my cock and held it straight up. I tightened, as just her touch had me wanting to release my load.

"I told him you would really enjoy hearing about what happened. I didn't tell him I was saving his load for you but I think he knew." I wrinkled my eyebrows questioningly. "After it happened I went in the bedroom and put panties on, but when I came back and sat down he asked me to masturbate for him."

"Did you do it?" Damn, I thought to myself she had jacked off for him too! It was almost too much, with her hand barely gripping my cock she began to stroke me.

"Oh yes, he sat and watched me. I pulled my panties to the side and he watched me finger my little hard clit." Her grip tightened and I raised my hips to meet her thrust. "But what really got me off was him telling me how he filmed having three-ways with Martha and her older sister." With that her mouth dropped over the head of my cock and as her fist slapped against her mouth I erupted.

"HE-E-E-e-e-what-t-t-t-t!!!!! OHHHHFUCKKKKMEEEEE!!!" Load after load erupted into her mouth. Beth swallowed furiously trying to get it all, but I watched as it leaked around the corners of her lips and over her pumping fist. "Oh damn! Oh FUCKING damn!!" There was no reason to doubt any of her story, and I was spent by the time she milked the last of my cum. "Oh fuck Beth! This is so unreal."

"I know" Beth said over her shoulder as she went into the bathroom. I lay there thinking of the past few minutes and tried to sort through all that had just happened. I heard the shower running and in a few minutes Beth came out with a towel wrapped around her wet hair. "The question I have is, where does it all go from here? I mean you say you told him that you would tell me and then he also knew that you were still filled...I would guess then that he wasn't upset."

"No I don't think he was. He smiled at me before he left and said he would see us later." Taking a robe she wrapped it around herself and headed out of the bedroom. "I'll get some supper started."

I showered while Beth fixed dinner then went out and sat with her in the kitchen. We talked through dinner, the main discussion being what had transpired that afternoon. Matter-of-fact it was the main topic of the entire evening along with the memories we had had with another couple years earlier. We decided it might be fun to include Sam.

Beth and I slept late the next morning so breakfast was actually lunch. We were discussing Sam when the phone rang and Beth answered it.

"Hello?" She looked at me and mouthed the word 'Sam'. "Yes I've thought about yesterday too." She paused and listened. "Yes, I told him" Another pause and I could see Beth's nipples harden against the old t-shirt she was wearing. "Yes, he cleaned me up very nicely. Yes, he is...it's beginning to." Beth looked at me then down at my crotch where there was the first hint of an erection against my boxers. "We'd like that." She nodded. "We have a wide screen down in the Family Room, we'll be down there. Just come on in...ok, see you shortly."

Beth hung the phone up and turned to me. "We better get showered, Sam is going to be down in a little while. He's bringing a movie he wants us to watch with him." She walked towards our bedroom and pointed me to the guest bath and giggled. "You go in there and behave yourself. Oh..and I don't think you need to dress up...clean boxers will do."

I had taken a quick shower, and was trying to arrange my hard cock in my boxers when Beth came out of the bathroom. She had fixed her hair and as she walked across the room naked I couldn't help but admire her beauty. She glanced down at my erection and smiled, then grabbing an oversize 't' from her drawer pulled it down over her head. "I think this is plenty. Let's go downstairs." Sam was just coming in the back door as we walked into the kitchen.

"Hi folks." He glanced at Beth and then at me standing in only boxers, with a very obvious erection. "I...uh...brought a video..." He stood awkwardly and held up the movie.

I smiled and turned towards the fridge. "Hey Sam! How about a beer." There was no mistaking his nervousness. "Guess you both kind of got caught with your pants down today, huh?" I laughed handing him the beer trying to put him more at ease.

Beth walked over to him and gave him a quick hug, then reached up and touched his cheek. "It's ok Sam. Are you ok?" She smiled up into his eyes.

He nodded and hesitated. "Yes, it's just...different...strange...you know..." He seemed to relax some and chuckled. "Yes I guess we did! It's funny I've admired Beth for years, and have to admit that I've fantasized about being caught in that 'position'... especially since I lost Martha..."

"Honey, I filled the bar fridge downstairs so there is wine and beer down there, but I made some snacks and they're up here. Will you put them on a tray and bring them down, please." She took Sam's hand and turned towards the family room. "Sam and I will be downstairs." I could hear Beth talking softly to him as they left. I didn't know what she was saying, but visibly saw Sam begin to relax.

It took a few minutes as I gathered everything together and headed downstairs. Sam was sitting on the couch, Beth had removed her t-shirt and was kneeling in front of Sam in just a pair of sheer panties. His shorts were around his ankles, and from her movements knew that she held his cock in her hand. My own cock was hard and having found the opening now stood rock hard and exposed as I set the tray on the bar. I pulled my own shirt off and tossed it on the bar stool as I walked over to them.

"Look Jon." Looking down she held Sam's hard cock. It was slightly shorter than mine, but much thicker. She looked up at Sam, "I've never touched an uncircumcised cock, do you mind?" Her gaze went back to the cock she held and slowly pulled the foreskin over the head and back.

Sam looked at me and smiled. "No Beth, I don't mind. It just seems strange with another man being here. Martha and I often discussed it, but something that we never experienced." Beth's hand continued to gently play with Sam's uncut cock while her other hand wandered aimlessly through his thick gray chest hairs.

"Beth and I did years ago, but from what she told me you have experienced things with Martha and her sister Marilyn, that we never have. Oh, I've seen her with other women but not with her sister. Now that must have been erotic!"

Sam had reached down cupping one of Beth's heavy breasts and smiled. "It definitely was, we were in our early thirties when I first happened upon them together, and continued for nearly forty years. Even before I retired Martha would call me to say that her sister was there. It was like the first time! I couldn't wait to get home and join them." Precum was leaking copiously from his cock as Beth continued to pull the foreskin up covering the head and then down tightly against the base.

My own fist had been stroking my hardness as we talked. Beth ran her fingers down along Sam's side and hooking her fingers into the waistband began tugging on them. Sam lifted his hips as she released his cock just long enough to pull them down and toss them, and his shorts aside. Sam wasn't grossly covered with hair but his naked hard cock stood out amidst the thick gray, along with some hints of dark brown.

His gaze had been going back and forth from Beth's breasts to my moving fist, and now that he was completely naked, watched as I pushed my boxers down. His cock stood straight up and although I imagined it wasn't as firm as it had been in his younger years was still quite impressive. From the conversation and watching Beth explore his manhood had brought me to full staff and it pointed straight back up towards me, the swollen head almost reaching my belly button.

"OH DAMN!" Sam's body tensed and he gripped the cushions with both hands as Beth, pulling the foreskin down, exposed the mushroom head of his cock. In one move, opening her mouth as wide as she could, had taken him and was now sucking noisily. With wide eyes, he watched her head bob up and down. "OH SWEET MOTHER!" Holding tightly to the base she sucked as much of him into her throat as she could.

Beth had always loved to suck cock. She reveled in the feel of the spongy hardness sliding between her lips, remarking how she could feel it throb and thicken as she sucked. When one hand disappeared between her own thighs I knew that as she excited herself Sam wouldn't be able to long withstand her experienced tongue and lips.

Getting onto my knees behind her I pulled her panties down to her thighs, holding my cock in front of me I moved forward, and didn't stop until my cock was buried deep in her wetness. A small moan escaped from her and her fingers moved faster against her clit. "Feels good, doesn't it Sam?" I had to smile at the look on his face, as his eyes went from Beth's slurping lips to my cock slamming into her from behind.

He nodded his head. "Yes...damn...yes!" His hands held both of Beth's upper arms as her groans became louder and her head moved faster. "Oh..OH-H-H...JON!" Sam stared at me wide-eyed.

I knew only to well what he was experiencing. Between the tongue lashing on the head of his prick and the pumping up and down of her fist up and down on his shaft, there was no way he would be able to last. Nodding, I smiled at him. "Go ahead, Sam. Cum in her mouth, she'll swallow it all." Beth's inner muscles clutched at my prick and I knew that she too was close to getting herself off.

"AHHHhhhhdamnnnNNNN!!!" Sam's hips pushed up off the couch as Beth sucked him as deep into her mouth as she could. "AHHH! AHHH! UGHHhhhh..." His body shook as he emptied his balls into her mouth. You could hear Beth trying to swallow his cum and suck at the same time. "ohhh no more...no more-e-e-e-e..." Finally he collapsed back against the couch, beads of perspiration rolled off his forehead.

Beth's own climax was approaching as she met my every thrust. Her fingers rubbed along the underside of my cock as she rubbed her hard clit. She now held Sam's emptied cock in her fist, her head rested on the joint of his thigh and lower torso. She watched as her hand gently pumped the foreskin up and back over the head of his cock.

"Uh...uh...uhgghh.." Beth moaned as I slammed into her, my balls slapping against her fingers. "ohhhHHHHHHFUCK...ME-E-E-E-E-E!!!!" She cried out as she climaxed. As her body convulsed I held her hips tightly and spreading her cheeks apart watched as my cock, coated with her flowing juices, pistoned in and out of her. "I'm-m-m...going to ... cum! NOW!!! OHHH FUCK-K-K-K!!!"

"Me too! Me TO-O-O-O-O-o-o-o!!" I pushed deep and hard, her head bouncing off Sam's lower belly. "GRRRRRUGHHHH-H-H-H..." Three rapid bursts of cum erupted deep inside her as I held her tight and didn't move.

Sam stared down the plane of her back. "Do it! Do her! Yes!" Leaning slightly forward he reached under Beth and cupped her breasts in his large hands. "Jack off on her ass! Cum all over it!"

With ropes of cum still erupting I pulled out of her. Gripping the shaft I jacked my remaining load onto her. Aiming the milky-white liquid between her cheeks it began to run down over the tight puckered back hole. As I finished and began to soften, I ran the head along the crease spreading my seed. The head of my cock glistened with the remnants of my load.

I sat back and sat, straightening my bent legs out. Cum was running down the crease of her ass cheeks mixing with the load that leaked from her used cunt, then dripped onto the carpet. Beth's fingers would move between her thighs, coating them with her cum, then back to her clit. Although she had just had a shattering orgasm, I knew she was working herself up to another smaller one before she would be satisfied.

She turned towards me and looked between my thighs at my flaccid prick. As she moved closer, her fingers working her clit, I held it towards her and relished the sensation as she took my spent member into the warmth of her mouth, licking me clean.

Sam now saw what I had been witnessing. As if in slow motion he moved off the couch towards Beth. Our eyes met as he lightly laid his palms on Beth's ass and using his tongue lapped up the load that ran between her cheeks.

Beth stopped what she was doing and looked up at me. "Oh my gawd Jon! He's...he's"

I smiled, "Yes baby, he is..." I caressed her cheek, as Sam having finished cleaning her backside, turned onto his back and pushing her fingers away pulled her pussy down to his mouth.

"Mmmm..." I soft moan vibrated around my cock as she felt his tongue replace her fingers. "ohhhhga-a-a-a-a..." It took only moments before Beth's hands that rested on my thighs, tightened their grip as her orgasm built. Releasing my cock from the inner softness of her mouth she looked up at me. "Oh gawd Sweetheart! I'm...I'm..." Looking up at me her body shuddered. Speaking softly I could barely hear her as her eyes closed, "cumming...oh damn...I'm cumming-g-g-g-g..." With a final gasp her body went rigid and then collapsed, as it relaxed, down onto Sam's face.

All was quiet for a few moments until she managed to slide her leg over Sam's chest, releasing him, and rolling onto her back beside us. Sam looked back up at me and winked, a mixture of my cum and Beth's coating his face.

I smiled and winked back at him. "Now didn't somebody say they had a movie that we are supposed to watch?"