Two things were raging when I woke up at about 3 AM, my thirst and a huge erection. My girlfriend was spread out to my left, arms above her head and her legs entwined with mine. She was sound asleep; her nipples were hard, and I wondered what she was dreaming about. Carla was laying on her side to the right of me, her right breast pressed against my arm. She was also asleep. Sometimes life wasn't so bad.

I extricated myself by climbing over Carla, who stirred. Remembering that we'd not closed any of the curtains downstairs I grabbed a gown. No one would be about of course, I thought of the eyeful that the Dumpy Divorcee (as we called her) from next door had got when my girlfriend and I had got carried away on the dining table one evening. Truth was she wasn't really dumpy, just a very small lady who was a few pounds overweight. She was a divorcee, that much was true, but damned if I could remember her name.

I went downstairs, closed the curtains and turned off the unnecessary lights. I leaned against the counter worktop as I downed a pint of cold water. Lost in reflection, I hadn't noticed Carla's arrival. She stood in the doorway, naked of course.

"You keep appearing in doorways like that," I said.

"You know what happened last time. Pleased to see me?" There was no hiding the rising bulge under my gown. She stood in front of me and undid the tie. "Hello, is that for me?"

"If you want it."

"I want it." She fell to her knees as I shrugged off the gown. "Now, that girlfriend of yours reckons she's the queen of the blowjob, doesn't she?"

"You heard?"

She smiled, then licked the underside of my cock from base to tip. I hardened. She looked up at me and her left hand cradled my balls. She kneaded them as she licked all around my swollen tip. "Long and thick, lovely," she murmured, the took half of me into her soft mouth. She rubbed me against the inside of one cheek, then the other. She started to suck gently, working backwards and forwards slowly. She started to work her tongue along my shaft in unison. Everything she did was in harmony.

She stopped suddenly, looked up through watery eyes, and without moving doubled the suction at the same instant as she squeezed my balls. I gasped and hoped my girlfriend hadn't heard. Carla held me in that state for several seconds then dived forward on me. I felt my balls hit her chin as my cock went past her gag reflex and into her throat. She held me again, then pulled back, sucking hard, tongue working around my cock head. Then she did it again, and again, faster and faster. I thought I would explode. The she stopped again with me halfway into her sweet mouth. The suction was immense, her tongue was going crazy, my balls were being kneaded like dough and, of course, the inevitable happened and I filled her mouth with my hot sticky juice.

Carla kept sucking hard until every drop came out of me, and I thought she'd turn my balls inside out. Then she pulled away and, without breaking eye contact, gulped the lot down.

"I win I think." She stood, poured herself a glass of water then stood with her back to me. I reached around and squeezed her tits, then lowered my right to her soaking wet pussy. "That's nice, slow and gentle please," she said. "You won't be ready for ages, make me come like this."

The lady always gets what she wants, and I considered myself a bit of an artist with my fingers. It took ten minutes of slow teasing until I held her up as her knees buckled with the force of her orgasm.

We stood for several minutes, my hands gently stroking her full breasts. Carla broke the silence, "I'm going to my own bed now. In the morning I want you to fuck your girlfriend senseless, go slowly and gently. I want half the street to hear her yell and scream. I want to get myself off listening to you two. Deal?"

"Be rude not to," I said.

I woke again at just after six. My girlfriend was lying on my left, on her back, legs slightly apart, and arms raised above her head. I turned onto my side and began circling her nipples gently with my fingertips. Her hips moved slightly as she slumbered, and she parted her legs a little more. I ran my fingertip down between her tits to her belly button then slowly back again, before repeating the journey, this time going lower. She lifted her hips in response and opened her eyes. I kept going to her wet lips, worked my finger around them, parting them slightly before returning to circle her clitoris. The second in three hours. She closed her eyes and murmured, "what about Carla?"

"She's a big girl, if she wants to get off listening to us that's up to her. Now, nice and slow, just how you like it." Truth be told she liked it just about any way. I moved on top of her and eased my cock into its familiar home. She moved her legs upwards slightly, as she always did, and ground her hips gently, as she always did.

I paused, then eased a little more into her before slowly retreating until I was almost free. I drove in again, all the way this time and she gasped. I paused again with my cock head pressing hard against her cervix. I eased myself up a couple of inches, increasing the pressure on her then slowly, rhythmically, we moved as one.

She started to yell just after she made the familiar move of locking her legs around me. I kept up the slow, relentless rhythm as she started to shout and scream while thrashing wildly beneath me, her pussy tensing around me each time I withdrew the relaxing to allow me easy access as I pushed back into her. I knew she was close when she grabbed her ankles, as she always did, changing my angle into her. I increased the pace, going as deep as I could, then she screamed, squeezed me with her legs, and tensed her pussy. I managed three more hard thrusts before filling her.

We lay, locked together. After ten minutes she spoke, "need to get up, you stay here until I've showered. Don't want to find you balls-deep in Carla."

Good thing you weren't downstairs earlier then. "You are going to be thoroughly spanked for this," I said.

"You wish."

"I'll just see if Carla fancies it then."

"You dare."