Saturday morning came, and I woke up in an empty bed. It was 8:30am, and I never slept in that late.

As I heard some activity in the kitchen, I decided to get up and see what was going on.

When I got into the kitchen I said, "What's all the noise in here, can't a guy get some peace and quiet?"

"Shut up! Who sleeps in until 8:30 anyway?"

"Someone that doesn't have anything to do!"

"Apparently. But don't you worry, I'll have a little list of chores here for you shortly."

"What's a guy gotta do to get a cup of coffee around here?"

Jokingly she said, "Kiss my ass?"

"Deal."

Jan got a cup and a coffee packet and put it in the Keurig. Standing facing the coffee machine, I knelt down behind her while lifting her night shirt and started kissing her ass cheeks.

"Hey, what are you doing?"

"Kissing your ass."

I knew how much Jan loved a warm wet tongue going to town on her ass, and I knew she couldn't resist. While the coffee brewed, she just leaned on the countertop and moaned while I started to lick and probe her asshole.

Once the coffee was done, she turned around and said, "Ok that's enough, here's your coffee, there's cream in the fridge."

After our coffee and a little chit-chat, we grabbed something to eat and took showers.

"Here's your list. All you have to do is get the wine, and anything else you might want to drink. I have some beers, but you might want to check them out first."

"What's for dinner tonight?"

"I was going to cook halibut, is that okay with you, or are you one of those people who don't eat fish?"

"No, actually I love halibut. What's for dessert?"

"Strawberries, hopefully with some cream!"

"Whip cream?"

"Among other types..."

I wasn't going to ask any more about what type of cream she might have been referring to.

Around 1:00pm, Jan left for the grocery store, and I headed to a wine store. When I returned, Jan was already in the kitchen starting to prepare dinner.

"What did you get?"

"I got two bottles of Chardonnay, and two bottles of Merlot."

"I know, but what kind?"

"I got Rombauer Chardonnay, and Twomey Merlot!"

"Wow, big spender!"

"Two beautiful wines for two beautiful ladies! Small price to pay for a threesome."

"Don't count your chickens..."

"I know, I know..."

"Why don't you set the table, and open the wine, Cindy will be here at 5:00pm.

I asked, "I'm guessing you want your guests to be in certain locations. Where are the name tags?"

"You're such a smart ass. I'll leave that up to you."

"Well, I'd put Cindy to my left and you on my right, but the table's not long enough for that."

"You're such a dreamer. I'm sure you can figure out something, you have an MBA."

Around 4:00pm, Jan had everything pretty much in order and went to take a shower. When she was all done, she came into the kitchen dressed to kill!

"Wow, Jan, you look so fucking hot!"

"Thank you, John, now you better go and clean yourself up good for our guest."

Jan had on a light fitting beige skirt, a fairly see-through black blouse, and some heels.

I got up behind her and held her close, pushing my crotch into her from behind.

"Go get ready!"

I started kissing the back of her neck as I put one hand on each of her ass cheeks.

"John, I'm serious, stop and go get ready."

"Five minutes baby please, just five minutes."

I knelt down behind her and she started to walk towards the microwave.

"Where are you going?"

"You want five minutes?"

"Yes"

She hit some buttons on the microwave. "Okay, you got five minutes."

While pulling her dress up, she bent over the countertop for me. I rushed over to her and slid her black laced panties down and off one leg and spread her legs a little. Then I buried my face into her ass and performed the best oral analingus I could. Five minutes went by, and then the alarm went off on the microwave.

She immediately turned around, pulled her panties up and said, "Okay, you got your five minutes. Now go get ready, it's 4:30, and you better not be one minute late!"

I went upstairs, took a shower, got dressed and came back down with ten minutes to spare.

"See, ten minutes to spare! So, how do I look?"

"You look very hot and sexy John, you young little stud!"

"I'm not that young."

"Well, you look very good for your age, Cindy even commented to me."

"Oh, what did she say exactly?"

"She just commented on how good you looked and that you seemed very fit."

"She wants me doesn't she?"

"You wish. I don't know what she wants, but I know she'll want that cock of yours. Now grab three wine glasses and place them over there by the wine. Oh, and about tonight.."

"Yes..."

"No barriers."

"What does that mean exactly?"

"John, that means that if things start to happen, we're three individuals, not a couple and her.

"Oh each man for himself, sort of, kind of?"

"Sort of, kind of. Tonight is about Cindy. Keep that in mind. I don't want you to think you need permission from me to do anything."

Just then the doorbell rang.

"John, why don't you get that, I know you're dying to."

I went and opened the door, and there was Cindy. Oh, my god, did she look stunning. I invited her in, and grabbed the flowers she had brought. She leaned in and gave me a hug and we kissed each other on the cheek and the corners of our mouths touched.

She was wearing a low cut, loose fitting summer dress with some nice red heels and red lipstick. I walked behind her and followed her in. I was lost in her thin muscular legs strutting and swaying those two firm ass cheeks of hers. I thought to myself, my tongue could get lost in those legs and ass for hours!

Jan perked up, "John, doesn't Cindy look hot?"

"Oh yes, very hot!"

Then Cindy said, "Thank you, John, you look very handsome tonight!"

"Thank you! Would you like a glass of wine?"

Cindy walked over to the wine and said, "I'll have a glass of the Rombauer, I love that wine."

Jan said, "I'll have a little of that myself."

While I was pouring the wine, Cindy and Jan starting into a conversation. I was closer to Jan, so I handed a glass to her first, then I walked over to Cindy and handed her glass to her from behind as she was kind of bent over the kitchen island. I got a little close and gently brushed my crotch into her ass from behind. As I slid the glass to her I said, "Here you are, enjoy!"

She pushed her ass back into me, and said, "I'm sure I will!"

Jan noticed what I just did and blurted out, "Is he flirting with you already?"

I was embarrassed, and Cindy could tell because she said, "Oh c'mon Jan, he's fine."

Cindy looked and winked at me when Jan was turned away.

Around 5:30, we gathered in the family room and started munching on some appetizers. Cindy and I were on the couch and Jan sat in the chair closest to the kitchen. I thought Cindy had one of the hottest bodies I'd ever seen on a woman over forty.

We chatted for about thirty minutes, then Jan got up to start getting the food ready to be served. I got up to help Jan in the kitchen, and we eventually sat down and ate dinner.

We polished off the two bottles of Rombauer during dinner. Then I poured everyone a glass of the Merlot.

Jan commented, "Cindy, is he trying to get you drunk?"

"I don't know, but I am starting to feel a little buzz. I'm not used to this good stuff!"

Jan and I cleaned up the kitchen, and when we were about done, I grabbed my glass and the bottle, and joined Cindy on the couch. She was sitting in the middle, so I sat to her right.

Jan eventually joined us with her wine and some strawberries with a chocolate dipping sauce.

I poured the remainder of the bottle in Jan's and Cindy's glass, and got up to get the last bottle of Merlot.

When I sat back down, it seemed like Cindy had moved down closer to my end and Jan was now sitting very close to Cindy.

Then Jan said to me, "Why don't you get a strawberry for Cindy?"

So I grabbed a strawberry, and dipped it in the sauce, and when I went to hand it to her, she opened her mouth like she wanted me to feed it to her. So I held it to her mouth and she took a bite out of it.

Then Jan said, "I'll take the rest of that one."

Cindy asked for another, so I did the same thing again. Then after the ladies had a few strawberries, Cindy grabbed one and gave it to me.

I took a bite then she ate the rest. This was actually getting pretty exciting, and I started to feel a little rise in my cock.

To break my train of thought, I reached for the bottle and topped everyone's glass.

We each took a few sips of our wine. It tasted so good.

I could feel that at any minute something was going to happen. I knew since they knew each other, they most likely had a discussion about tonight, so I just left it in their hands.

I had to excuse myself to go to the restroom, and when I returned, Jan and Cindy were cozily chit-chatting and giggling. I think they were getting a little tipsy.

"Okay you two, what's so funny?" I said.

Cindy replied, "Nothing, just sit your ass back down here."

She patted on the couch right next to her, so I sat down real close. And just as I sat down, she asked me if I wanted another strawberry. I nodded yes, and she grabbed one and put it in her mouth and moved over to give it to me. So, I leaned in and took a bite.

Jan said, "Hey I'll take a piece of that too."

Cindy then leaned over to Jan and gave her the rest. As she released the fruit, I could see their two mouths join as they finished their strawberry.

Jan and Cindy then began to kiss and make out with each other. It was the hottest thing I've ever seen. After a few minutes of watching them, Jan pushed her back into the couch without their lips separating. Then I could feel Cindy reach behind me and pull me into their kiss.

The three of us were now all kissing each other. Tongues were everywhere. I was kissing Cindy, and I could feel Jan probing into our kiss with her tongue, and then we would kind of rotate.

Jan then grabbed my right hand and placed it on Cindy's right leg, and I could see her then place that free hand on Cindy's left leg.

Cindy's leg felt so good. I just held my hand there and could see Jan moving hers up to Cindy's pussy while pushing her skirt up.

Jan worked her way into Cindy's pussy and started to play with it. Cindy was seriously starting to breathe heavily. I could tell she was enjoying what Jan was doing to her.

Then Jan got down on the floor and knelt between Cindy's legs. While Cindy and I were making out, Jan started kissing her thighs and worked her way towards the promised land. Once she got there our kiss broke and I was just watching Jan. She was so soft and tender with her kisses. She never removed Cindy's panties, but gently planted soft loving kisses to her pussy through her soaked panties.

Jan then stood up and bent over and kissed us both. I could smell Cindy's pussy on Jan's mouth.

Then she said as she handed us our wine glasses, "Drink up. Maybe we should move to the bedroom."

Jan left us and went to the restroom. Cindy and I stayed on the couch and kissed until the bathroom was available.

Then Cindy said, "I guess it's my turn."

As Cindy went to the restroom, I turned down the lights and joined Jan in her bedroom.

When I got in there, Jan came to me and whispered, "Remember, it's about her tonight."

Jan and I started kissing while we were waiting for Cindy. When Cindy entered the room, Jan held out her arm for her to enter our circle. Then Jan and Cindy started to kiss as we all held each other, and I started kissing Cindy's neck down to her collar bone.

Their kissing intensified, and I could see their hands start to explore each other. I went over to the nightstand and turned off the light. There was enough light coming in through the window blinds that we could all see each other.

Jan reached behind her and unzipped her dress. Then she helped her arms out of it while it fell to the floor.

There stood Cindy in her panties, a bra and heels. I was getting so hard watching these two, I couldn't move. I really didn't know what to do. As they continued in a kissing frenzy, I went behind Jan and unzipped her dress, and then undid her bra and removed it.

Cindy grabbed Jan's tit's and felt them up while they continued. Then I got behind Cindy and did the same.

Jan then led Cindy to the bed and placed her in the middle on her back, and then got on top of her. They starting kissing passionately, and then Jan kissed her way down to Cindy's breast. She started licking and sucking on it. While doing so, she looked over at me as if she wanted me to join them.

I took my clothes off and joined Jan in sucking on Cindy's breasts. Once I was there keeping Cindy's tits occupied, Jan wasted no time moving on to her pussy. She slipped off Cindy's panties and dove in. I positioned myself to watch Jan. It was so hot watching Jan eat Cindy's box. She was in total control.

Cindy and I started kissing as I continued feeling and squeezing her tits. Then Jan grabbed my arm and started pulling me to her.

When I got to her, she whispered to me, "Why don't you join me?"

Jan and I kissed and made out a little right in front of Cindy's dripping pussy. I could taste her juices on Jan's lips.

Our kiss broke, and we both went to work on Cindy. We would lick and probe her pussy, then switch off and take turns on her clit. Cindy was going absolutely crazy. I couldn't resist any more. While Jan was working on her clit I moved down and positioned myself at Cindy's little puckered asshole. I went to work on her asshole, licking it and probing it. Cindy offered no resistance.

Jan went back and concentrated on Cindy's clit and then also started fingering her as I continued on her ass. Cindy eventually screamed and came loads.

After she settled down, Jan moved on top of her and they began to kiss. Jan moved herself into Cindy's position, and Cindy came down to me by Jan's pussy. We both started licking Jan's inner thighs until we got to her pussy, and then I slid her panties off for Cindy.

Cindy went right to work on Jan's pussy. I joined in with her for a while, then I moved on top of Jan and put my cock in her mouth. I don't know if I had ever been so hard.

While Jan started sucking my cock, I moved into a 69 and joined Cindy. I grabbed both of Jan's legs, and pulled them back, one on each side exposing all of Jan. I pulled them back even further exposing her ass to Cindy. I wanted to see if Cindy would go for it, but she didn't. So, I leaned over further and found my way to Jan's asshole and started licking it.

After a while, I moved back to Jans' clit and surprisingly, Cindy moved lower and started licking Jan's ass. I pulled Jan's legs a little further back giving Cindy a better angle. I then reached around each side and grabbed each of Jan's ass cheeks and spread them to open up her asshole to see if Cindy would go for it.

To my surprise, Cindy stuck her tongue at Jan's asshole and started to probe it. I just couldn't believe what was going on right in front of me, and we were just getting started.

Jan had quit sucking on me because she must have known I was going to blow my nut. I knew that Cindy and I had to get her to come. So I moved Cindy's face back to Jan's pussy and we both went to town until we were able to get her off.

While Jan settled down, Cindy and I continued enjoying each other's mouths and tongues with Jan's soaked pussy right in front of us. The smell of Jan's sex was incredible.

I needed to put my dick in something, so I positioned myself at Jan's opening and prepared to mount her. Cindy and I were still kissing heavily and my cock was just laying on top of Cindy.

Then I felt Cindy take my cock in her hand, and she started to jack me off slowly and softly.

Cindy then moved down and took my cock in her mouth and starting kissing and licking it. She started taking it further into her beautiful mouth. I was watching Jan watching her and remaining motionless.

As Cindy worked my cock to a full hardon, I pushed it into Jan's pussy and gave her a few slow and gentle thrusts. Cindy remained close watching my cock disappear and reappear. Then I pulled out and offered it back to her loaded with Jan's juices.

She gobbled it up and started sucking it on it like she hadn't sucked a cocked in years. While this was going on, Jan moved over to her, and they both started working on me. Jan was licking my shaft while Cindy kept what she could in her mouth. Then Jan rolled over onto her back and took my balls into her mouth.

This went on for a few minutes. I knew I was going to cum, and I didn't know if Cindy wanted it.

So I said, "I'm going to cum!"

Cindy just kept on sucking until I blew a huge load into her mouth. She managed all of it.

Some of it dripped out of her mouth, and I pulled out after I was done, which put Cindy and Jan pretty much mouth to mouth.

They started kissing with Cindy's mouth still full of my sperm. It was the absolute most erotic thing I had ever seen.

I moved over to the other side of the bed I got between Jan's legs and put my cock in her and started fucking her. I couldn't wait any more. I wanted to see what Cindy did while I was fucking Jan.

Cindy eventually turned around on top of Jan, so they were in a 69. Cindy was licking anything and everything, Jan's clit, her pussy lips and the top of my cock when I pulled out.

Jan was doing a number on Cindy, because she was just moaning to Jan's tongue probes.

I didn't know how much fucking I could take. I really wanted to fuck Cindy, but in particular, I wanted to fuck her in the ass. I knew I could fuck Jan's ass anytime.

Cindy and I were able to get Jan to come without me blowing another load. Jan must have been reading my mind, and knew it was time to concentrate on Cindy.

Jan sat up against the headboard and pulled Cindy to her, and sat her in front, resting her back against her stomach. She then reached around her and started playing with Cindy's beautiful tits.

I got down between Cindy's legs and started licking her inner thighs and pussy. While I was busy eating her, I could see Jan grabbing Cindy's and moving it so she could rub her clit as I ate her.

So, there I was, eating out Cindy, while she's rubbing her own clit, resting back in Jan's embrace while Jan was massaging Cindy's breasts and watching us.

I couldn't wait anymore as I got up and pushed my cock into Cindy's pussy. I fucked her hard for about ten minutes. I could feel Jan holding her tightly as I went at her.

Cindy finally started to yell out, "Cum inside me John, please, cum inside me, I need it, please fuck me harder!"

I continued fucking her as hard as I could. I was moving both her and Jan with my thrusts.

I leaned into Cindy and said, "I'm going to cum now, is that okay?"

Cindy, just moaned, "Mmm, hmm."

I grabbed each of her legs with my arms, and lifted them up as I leaned in and we starting making out heavily. Finally, I blew my load in her pussy, and kept pumping until I went soft.

We all collapsed as we were laying there on each other. As I got off of her, Jan moved into Cindy's pussy and started eating her out while my cum was dripping out of it.

She was so sexy holding her ass up while going down on Cindy.

Then I got behind her and started eating her ass out.

When Jan was finished with Cindy, she got up and went to the bathroom, and on her way back, stopped at her dresser and got her bottle of lube.

She handed it to me and whispered in my ear, "Cindy wants to watch you fuck my ass. She told me the other day."

Jan got on the bed face down next to Cindy, on her knees, and held her ass high up in the air for me.

So, I got behind her, and started gently kissing and licking her ass.

As I continued, I looked at Cindy, and motioned her over to me. When she got to me, I whispered to her, "Do you want to help?"

Cindy replied, "Yes, but I'm not real sure what to do."

"Just do what I do."

I started gently kissing Jan ass cheeks, then licking them, then I would stop and motion for her to do it. Cindy just followed my lead. I wasn't sure what I wanted more, to fuck Jan's ass, or to watch Cindy lick it.

I eventually got to licking and kissing and probing Jan's ass, and I didn't know if Cindy would do that, but she did. She really seemed to be into it. As Cindy continued munching on Jan's ass, I joined in with her, and Jan was just squirming from the sensation of two mouths feasting on her ass.

Then I whispered to Cindy, "Do you want us to do this to you?"

"Yes, but I want to watch you fuck her first."

With that, I grabbed the lube and put some on my hardening cock.

Then I handed it to Cindy as I whispered to her, "Put some on her ass and work it inside. Watch."

I held out my hand, and Cindy put lube on it, and I showed her how to slowly and gently work it into Jan's ass. Then I put some on Cindy's hand and I put her hand on my cock to lube it up.

As she was working me to a hardon, Cindy whispered in my ear, "Will you fuck my ass too?"

We started to kiss as I said, "Mmm hmm."

As we kissed, I took my right hand, behind Cindy's ass and started playing with it.

"Does that feel good?"

"Yes."

Then Cindy said, "Show me what you're going to do to me!"

I then stopped kissing Cindy, and focused on Jan's ass. I slowly worked in one finger and pushed it in. Once Jan seemed adjusted, I added another. Once I had two fingers totally in Jan's ass, I looked at Cindy. She looked mesmerized.

I grabbed my cock, and slid it up and down Jan's greased up ass crack, then I aimed my head at her little star opening and easily pushed it right in. I just held still as I let Jan's ass conform to my cock head.

I looked at Cindy, and she looked back at me not saying anything. Then I whispered to her, "Want a closer view?"

Cindy nodded yes.

I grabbed Cindy gently by the back of her neck, and pulled her toward the base of my cock. She started kissing and licking my cock as I slowly started working the rest of the way into Jan.

Once totally inside her, I started thrusting until I was eventually doing an all-out ass fuck. I grabbed Cindy and we started making out as I was pounding Jan's ass. I knew that I wasn't going to last long inside Jan's ass, so I stopped kissing Cindy.

I brought my hand to Cindy's ass and started playing with it. Then I brought it back to my mouth and put some saliva on it, then went back at her ass and tried to finger it. She wasn't very wet back there, so I brought my hand to her mouth and told her to spit in it.

Cindy did everything I had asked her to do. I was able to finally get a finger in her ass while I fucked Jan.

I asked her, "Does it feel okay, are you sure you want me to?"

Cindy said, "I'm sure, just be gentle with me, I've only done it a few times, and it's been years."

With that, I leaned over Jan, and wrapped my arms around her, and fucked her ass as hard as I could. Jan was just moaning with the pleasure and the pain, trying to show Cindy what she had to look forward to.

I finally came, and as my cock stopped shooting, I pulled back slowly to let Cindy watch me exit.

Cindy seemed pretty vulnerable, so I thought I'd see how far I could push her. I knew that this was our first time, but I thought since I was going to be there for almost another week, that there was a good chance, we'd all be together again.

So I whispered to Cindy, "I normally thank her for pleasuring me. You can join me if you like."

So I bent over and started kissing, licking, and probing Jan's ass. Cindy just watched, as I'm sure she'd never seen anything like this before. My cum was now dripping out, and I looked over at Cindy.

She seemed unsure what to do, but she finally came and joined me. It was such a turn on to be cleaning up my mess with Cindy. She had no idea what she had coming.

After we were done, Jan turned over, and we all three just kind of laid there on each side of her taking in what just happened.

I honestly didn't think anything else was going to happen that night.

I had to use the restroom, so I excused myself, and when I returned, Jan and Cindy were in each other's arms kissing heavily. I'm sure her smell and my remnants were still on Cindy's face.

Then Jan moved Cindy onto her stomach into the middle of the bed and left for the restroom.

While Jan was gone, I climbed on Cindy as asked her, "Do you still want what you said earlier?"

"Yes, John. I'm a little nervous, but if you promise to be patient with me."

I thought that was music to my ears. I slid down and started kissing my way down to Cindy's ass and gave her the Jan treatment.

Her ass was so firm, and her skin smelled so good. I was in heaven kissing her ass cheeks and couldn't wait to get inside her.

When Jan came back, she sat up at the headboard and spread her legs and positioned herself for Cindy to go down on her. They seemed to really enjoy eating other's pussies. I bet they had some award-winning oral sessions those two. Cindy didn't waste any time and started munching on Jan's pussy while I worked on her ass.

The site was unreal. Here I was tongue fucking Cindy's ass while she's eating Jan's pussy.

I had Cindy pretty relaxed, so I grabbed the lube and started lubing up my cock and her asshole. I worked in a finger, then a second. She was pretty tight. I didn't know if this was going to happen.

Then I raised Cindy up a little so she was on her knees and pressed my dick head into her ass.

It wouldn't go in, and Cindy seemed to be pulling away. She stopped with Jan, and just waited for me to try again. I got more lube, and it slid in on the second try.

Cindy was just holding on to Jan as I pushed in.

I was very patient and took my time getting most of my cock in her ass. Once I got a little over half of it in, I started out and then back in with short gentle strokes.

I eventually was able to fuck Cindy's ass fairly deep. It was interesting how different she felt than Jan. It felt like there was a heating blanket wrapped around my dick. I didn't want to move, just hold it in there for a while and enjoy the sensation.

I started to move and pump her ass again. I went slow and deep but was gentle with her. I knew she couldn't take what Jan and I do. After about five minutes, I felt a load coming.

I said, "Oh my God Cindy, I'm gonna cum, I'm gonna cum.

I exploded and just held myself as far into her as I could as my body spasmed.

We all collapsed on each other and fell asleep.

I woke up around 2:00am, and Jan and Cindy were sound asleep. I went to the bathroom and came back and Cindy turned to Jan exposing her ass to me.

I got into bed and cuddled behind Cindy, with my crotch in her ass. She wiggled her ass a little, so I knew she wasn't asleep. I put my hand on her ass and started gently playing with it. It was still wet from all the cum and lube.

I brought my hand to my face so I could smell it. The smell, and the thought of what happened a few hours ago started to make my dick hard again, and I felt it twitch.

I felt Cindy wiggle her ass again. She reached behind her and grabbed my cock, and started to gently rub it as to get me hard and not wake Jan up.

Then I grabbed her hand and put it on her ass cheek and moved it as to spread her ass open for me.

I grabbed my cock and found her ass hole and slipped it in.

The feeling of the walls of her ass around my cock once again made me hard as a rock. I just shoved it in as far as I could and held Cindy close.

I didn't know if I should be doing this, but I remembered Jan saying, "Tonight's for Cindy, no barriers."

We ended up falling asleep like this.

I woke up around 8:00am to an empty bed.

I heard Jan and Cindy talking in the kitchen. They must have made coffee and were just hanging out.

About a half hour later, I got up and joined them.

Nothing was really said about what had happened last night. Cindy just thanked us for a great evening, kissed us both and then left.

...to be continued...