We hadn't seen Will since we'd graduated from college more than twenty years ago. We had lost track of each other but had reconnected through an internet website. Tom, my husband, and I had been chatting with Will for several months now online and we also had many phone conversations with him. It seemed like we had reestablished the relationship we previously had in our college days.
We had exchanged photos online, and found Will to look almost the same. He was still quite fit, tanned, and now had quite a bit of gray in his hair. Tom still looked fantastic also. My college days' long hair was now shoulder length. We both exercise regularly, so my body is still in pretty good shape. My 34B breasts are as perky as ever, and I still often go without a bra with no problem just as I did in college.
Tom and I decided that it would be great to see Will again, and invited him to come for a visit. Since he was currently single, and owned his own business, he had no problem arranging a trip to see us.
We picked Will up at the airport, and within minutes knew that our friendship would take up where it had left off. The hour-long trip back to our home went quickly, and we were all happy to be with each other once again.
While Will had primarily been Tom's friend in "the old days," it was apparent that he was definitely more interested in me now! I had worn a low-cut, scoop-neck blouse with a demi-bra that barely covered my nipples. I had thought about going braless, but didn't know how Will would react. I also wore a short, mid-thigh-length skirt that showed off my well-toned legs. I was sure by his reaction to me that he would have been fine with the no-bra look.
As I was getting things ready in the kitchen Will was staying very close to me. I caught him trying to peek down my top quite a few times. I was sure Tom had noticed this too. I was never one to be shy, so as I fixed dinner I did quite a bit of bending over, giving Will a good look. As I did this, I looked over at Tom giving me a big smile. He was certainly was enjoying the view too.
While dinner was cooking, we enjoyed pre-dinner wine. As we drank, we all were becoming much more relaxed. I sat in a chair across from Will and Tom. As I crossed and uncrossed my legs, my skirt had ridden up quite high, exposing a good deal of leg. At times I was sure that Tom as well as Will got brief flashes of my pretty, sheer thong. I was definitely feeling my wine. At one point, I bent over in front of them to fill up the snack tray and knew my skirt had risen high enough to give them a peek of my cheeks and the small thin strip of thong between my legs. As I sat down again, Will looked at me and gave me a big smile. He was certainly enjoying Will's visit too.
As we enjoyed our dinner and more wine, I was up and down quite a bit. The effect of the wine and the appreciative looks I was getting caused me to linger a bit whenever I bent over. I could feel my small breasts beginning to spill out of my bra as Tom and Will ogled me. I knew they were both enjoying the view. I also knew that Tom was fine with me doing this, since I had done a bit of flashing a few times. I left to use the bathroom, and upon returning I reached over to pour us all some more wine. As I bent forward my top gaped open, allowing them to see that one nipple was actually peeking out of my bra, which I had arranged while in the bathroom. I knew Will had to see my hard, pink, erect nipple.
I had always enjoyed doing a bit of teasing, but Tom and I had always discussed my flirting with others in advance. Since we had not discussed me doing this with Will, I figured Tom must know that I was a little turned on by him. I wanted to show him that I still had it. At one point during dinner I reached around Will to place more bread on the table and "accidentally" pressed my breast into his arm. I then stammered an apology for bumping him. Will replied with a laugh, that I could bump him any time.
I eventually shooed them from the kitchen, and told them to go watch TV. Tom said he wanted to change into some more comfortable clothes, and Will agreed that that sounded good. Tom changed into a pair of workout shorts and a T-shirt. Will returned in a pair of baggy gym shorts and a tank top. They went into the den to watch a little TV as I completed the clean up. Will and Tom each sat at one end of the couch. As it turned out, the TV was tuned into Showtime, and the show Real Sex was on.
They began watching a segment about nude beaches. I could see what they were watching, and yelled in to Will telling him that we had been to nude beaches in Saint Martin. He wanted more info, and I ended up telling him that Tom went nude and I usually went topless (see the opening picture). He thought that was very hot, and said that he wanted to go with us the next time we went. I came in and sat down between them on the couch.
The next segment of the show was about couples who made their own porn movies. As we watched Tom told Will that we had made one. I gave Tom a look like I was going to kill him.
Will looked at me, placed his hand on my thigh at the hem of my skirt, and said, "Did you really make a movie?"
I stammered a bit, and said with a laugh, "We did. Tom forced me to."
Will replied, "Now that's one movie I'd really like to see!"
"You've got a prayer," I replied.
We continued watching other people's homemade movies. Will never moved his hand off my leg. As we watched, he began lightly stroking my inner thigh. Tom placed his hand on my other leg, and began lightly stroking it, and slid a couple of fingers upward under my skirt. I looked at him and smiled.
Tom took that as a good sign. He began to gently push my skirt up even higher as he rubbed my thigh. Will continued rubbing my leg also, though not as high up. I think Will was watching my legs more than the movies on the TV. I couldn't believe how high I was letting Tom go. It seemed the movies were turning me on a bit. Tom decided go up higher. I thought he wanted Will to see more and maybe get a peek of my thong.
As soon as he brushed my pussy with my fingertips, I stood up and said, "You guys look pretty comfortable, so I think I'll change too."
As I left, I heard Will tell Tom that he really wanted to see our movie. As I listened from our bedroom doorway Tom told him that I would have a fit. I changed into a white cotton nightgown. It was not a super sheer type, but rather a flowing gown that reached my knees with buttons running from the plunging neckline to the bottom. The bottom four buttons were undone, as were the top two. This exposed my legs to mid thigh, and quite a bit of my breasts. While you couldn't see through the fabric, it would be obvious that I was braless, because my thick, erect nipples were clearly poking through the flimsy fabric.
When I returned to the living room I gasped, as I saw our video on the screen. I said, "Tom! What are you doing? Get that video off."
As our video continued I saw myself sit down in my bikini on a lounge by our pool. I watched myself slide the shoulder straps down on my suit. As I did this one of my breasts was completely exposed for a couple of seconds.
"Tom, turn it off now!"
"I told Will I'd show him only a bit of the beginning; there really isn't that much action right off," Tom replied.
"He just saw my boob!"
Will said, "You really look hot, Kristen. You have a fantastic body!"
At that point, I sat down between them in a bit of a huff. It was then that they got a chance to look at me. They appeared to be surprised to see me wearing a white cotton nightgown.
Tom said, "Erica, just watch, nothing is happening yet. You can tell me when to turn it off."
I replied, "Alright, but just a few more minutes."
We went back to watching our movie. In our video, a knock was heard at the gate, and I got up to find the lawn man (Tom) there. As I walked past the camera, my top was barely covering my nipples. Will again commented about how fantastic I looked. The lawn man started trimming some of the shrubs as he went about his work. I watched myself lie down on the lounge facedown, and unhooked the back of my top. I then slid it out from under me.
At this point Will said, "Now this is really getting good," and patted me on the leg. He left his hand where it was as we continued watching the movie. The three of us watched the video as I picked up a magazine and leaned up on my elbows. The camera angle was from the side thus showing my entire breast hanging down. Only my nipple was not exposed. Will began rubbing the inside of my thigh just below the buttoned edge of my nightgown.
The movie continued with me sitting up on the lounge exposing my breasts to the lawn guy. I asked him if he'd like a cold drink. I then stood up and walked into the house wearing only my string bikini bottom. As I did this no one said anything. I was about to say turn it off, but instead leaned forward resting my chin in my hands. As I did this my nightgown fell away from my chest exposing both of my tits to Will and Tom. I pretended to be engrossed in the movie and not to notice that they were now watching the real deal rather than the movie.
I watched as Will slowly slid his hand higher up my leg, allowing his fingers to gently dance up and down my inner thigh beneath my nightgown. As Tom watched, I slowly separated my legs a bit more.
At this point, I could see that Tom had a huge erection. I was sure Will did too. I didn't want Will to see me look so I kept on watching our movie. I watched myself walk out and sit next to the yard guy, handing him a beer. We were both drinking when he asked me if he could touch my breast. In our movie I pretended to be shocked, but told him he could if he really wanted to. The yard guy then began to feel my breast and play with my nipple.
About this time, Tom began to rub my arm casually brushing against my breast. I squeezed his fingers between my arm and breast and smiled at him. He slowly moved on to stroke the underside of my breast. I continued to watch the video as Will and Tom continued touching me. I looked back at the movie in time to see me lie down on my back. Our lawn guy was now massaging both of my tits, and playing with my nipples. He then slowly slid his hand down my stomach and slid his fingers into my bikini bottom.
I was about to say, "Quick, turn it off," but I didn't. I was getting so turned on I couldn't stop what was happening. I leaned back into the couch, thus taking away their view of my tits, but allowing us to continue watching. Will commented on how beautiful my breasts were, and how much he loved seeing my nipples. His hand was now only about two inches from my pussy. I knew he was wondering if I still had my thong on.
Tom moved his hand and started rubbing my shoulder. As he massaged my shoulder, he slowly pushed the strap of my nightgown down a bit more. It finally slipped off and slid down my arm, barely catching on my very erect nipple. I reached to pull it up. He asked me to leave it where it was, saying that Will had already seen my breasts in our movie.
As I withdrew my hand, the nightgown slipped off my nipple, exposing my entire left breast to them. I never looked down, but continued watching our video as the lawn guy continued to slide his hand into my bikini bottom. Will and Tom were still staring at my exposed breast. Tom reached over and began gently stroking the underside of my tit. I let out a small sigh as he then moved on to my nipple. It was very erect, sticking out about a half inch, and as thick as the tip of my little finger. Instead of its normal pink color, it was now a deep red. He lightly rubbed it and tugged on it, as Will watched his every move.
Tom then leaned closer and kissed me lightly on the neck. As he did this, he reached over and slid my nightgown off my right breast, and began gently fondling it. I was now sitting topless between Will and Tom. I looked at Tom and then Will and just smiled. Will continued to rub my thigh, making larger and larger circles as he slowly inched his way toward my pussy. It was then that I noticed Will's cock standing straight up forming a tent in his shorts.
Tom focused his attention on the breast closest to him. He caught Will's eye and motioned for him to touch my other breast. He was more than happy to comply. He tentatively stroked the side of my breast, watching my reaction. When I let out a little groan, he cupped my entire breast and began to lightly stroke my nipple. Within a few moments, Will was totally engrossed in examining my breast.
Tom then lowered his head and sucked my nipple into his mouth as I continued watching Will tugging on my other nipple. It was only a matter of seconds before Will decided to move his mouth to my other tit. I then reached out and grabbed the backs of their heads, drawing both of them more fully into my breasts. With this encouragement Will looked like he was about to devour my breast.
As Tom licked my nipple he placed his hand on my thigh. My nightgown was now just a few inches below my pussy. Tom began to run his fingertips lightly up and down my thigh. Each time he moved his hand upward, he pushed my nightgown even higher. Tom really wanted to know if I had panties on. As he rubbed the inside of my leg, I parted my thighs even farther so that my knees were now about two feet apart. He continued sliding his hand upward and lightly brushed my pussy. I wore no panties.
I seemed to be alternately looking at our video and watching Will playing with my breast. I looked at our movie and saw that it had reached the part where I moved to the bedroom with the lawn guy. I knew I was about to lie on the bed, remove my bikini bottom and spread my legs. I was about to tell Tom to turn it off. I was so excited now and getting hotter by the second that I didn't care. As I watched myself in the video, I slid off my bikini bottom and lay back on the bed.
Tom now knew that I wanted more. He started sliding his fingers up and down the groove between my leg and outer pussy lips, and then circled down the opposite side. I knew that he had decided that he wanted Will to see my smoothly shaved pussy. He slowly pushed my nightgown above my pussy as he stroked me. He moved his hand aside for a moment so that Will could easily see my now glistening, pink pussy.
Will stopped playing with my tit and moved sideways on the couch to get a better look. Tom followed by lightly sliding his finger down the center of my slit. As he touched my clit, I sucked in a deep breath. I then separated my legs even farther, pressing one against Will and the other against Tom. I was sitting there with my legs spread wide open watching Will, as he watched Tom separate my small pink, rose-petal-like inner lips. He dipped a finger into my dripping opening. I thrust my hips upward and his finger slipped deeply into me.
Tom didn't have to tell Will to touch my pussy. He started lightly stroking my vulva. Tom withdrew his finger and pulled my inner lips apart showing him the inner pinkness of my vagina. He knew that Will couldn't wait to try fingering me, so he moved his hand aside. Will quickly took over fingering me with one, and then sliding two fingers in and out of my dripping vagina. Tom went back to tugging on my super-erect nipples, stretching them outward. He then moved my hand to his shorts where his hard-on was straining to get out.
I began lightly running my fingers up and down the length of his cock, pulled it from his shorts and finally grasped it completely. I looked at Tom and he motioned for me to look at Will's shorts. With no hesitation, I reached out, grabbed Will's dick, pulled it out of his shorts, and began stroking him also. I was now stroking two extremely hard cocks at the same time!
Will continued fingering me and Tom started to play with my clit. They both rubbed my pussy together, pulling on my lips, flicking my clit, and at one point they both fingered me simultaneously. It was quite an unusual sensation feeling two guys' fingers, buried deep in my pussy. I continued stroking both of them as I got closer and closer to orgasm. Tom stood up and took off his shorts. As he did this I turned to Will and watched him pull off his shorts too.
I was momentarily taken aback as I really got to see Will's cock. He was uncircumcised. While we've had experiences with other couples, this was turning out to be our first threesome, and Will was the first uncircumcised guy that I had ever played with.
"I've never seen an uncircumcised cock in person before," I said.
Will replied, "Feel free to check it out any way you'd like."
I looked at Tom and he said, "Enjoy yourself." With that he sat back to watch.
I tentatively grasped his hard cock. It was about eight inches long and very thick. His foreskin completely covered the head of his penis even though he was fully erect. I slowly slid my hand down his shaft exposing the tip of his dick. I then moved my hand upward, causing his foreskin to once again cover his cock. I repeated this several times, each time allowing more of his cockhead to be exposed. I finally pushed down on his shaft, making the bulbous head of his cock appear. With my other hand I lightly grasped the head of his cock while feeling the edge of his large cock head.
As I explored his dick, my back was turned toward Tom. He placed his arms around me and began playing with my breasts again while watching me with Will. Will was enjoying my touch and had one hand stroking my smooth labia. I began lightly grabbing a bit of Will's foreskin with two fingers on each hand and stretching it about an inch beyond the end of his penis. He seemed to really enjoy that.
Will began fingering me again, and Tom moved his hand to my clit. I was so excited that my clit felt like it was the size of a pea. As Tom watched, I began to really jerk Will off. I ran my hand up and down the full length of his engorged cock. I stopped for a moment to spread the precum that had appeared at the tip of his dick. I then licked my fingers and rubbed the underside of the exposed head of his cock. He was moaning, as was I from the attention my pussy was getting from the two of them.
I think Tom was surprised a bit when I leaned over and flicked the head of Will's dick with my tongue. I then began to circle the rim of his cock head with my tongue, eventually allowing him to press his cock into my mouth. I worked at getting all of him in, but he was too big. Will was really enjoying his blowjob and Tom seemed to be enjoying watching me.
Will leaned back onto the couch as I continued sucking his cock. Tom moved to his knees between my legs. He drove his tongue as deep as he could into my pussy. I was literally dripping. He tongue fucked me for a couple of minutes before moving up to my clit. He spread my labia wide so that the skin around my clit was taut. He then began making circles around my clit with his tongue. Will started tugging on my nipples. Within a few moments, I really started to moan and began pressing my pussy against Tom's face. I let go of Will's cock and grabbed the back of Tom's head, pulling his mouth firmly against my pussy. My orgasm came on quickly, but was extremely intense.
I leaned back and said, "I have to catch my breath." We all sat there for a few minutes and looked at our video for the first time in a few minutes. In the video, I was sucking our lawn guy's cock.
I then reached over and grabbed Will's cock again. I stroked him a few times, and then pulled Tom closer to me by his dick. As I jerked them, I pulled them to their feet in front of me.
I said, "You both look like you could use a little attention."
I then pulled them closer and began to flick the head of Tom's dick with my tongue. It was then Will's turn. I pushed his foreskin back and once again began circling the fat rim of his cock with my tongue. It was incredibly hot playing with both of their throbbing cocks at the same time. I slowly began drawing Will's cock into my mouth. His cock head was very big and I really had to open my mouth to be able to then wrap my lips around the shaft of his penis. While I was sucking Will, Tom started playing with my tits again. I was beginning to get excited all over again.
After working on Will for several minutes, I turned back to Tom. As I sucked on him I continued jerking Will off. I then began alternating sucking for a few seconds on one cock and then the other. What I really would have liked to have done was to try and suck on both cocks at the same time, but I knew there was no way that could happen with Will's big cock head. I knew that by the way they were thrusting their cocks as far into my mouth as they could that they were both getting close. Sucking two cocks together like that got my pussy dripping wet all over again.
I suddenly pulled Will down on the couch by his penis. I let go of Tom and said, "I want to see if an uncircumcised cock feels different in my pussy."
Tom replied with a smile, "It's your pussy."
I then positioned myself facing outward over Will's cock. Will held his cock upright as I slowly lowered my enflamed pussy downward until my inner lips were barely touching the tip of his shrouded cock. Tom had positioned himself on his knees in front of me. He was mesmerized watching as I slowly lowered myself, forcing his foreskin down his shaft. I didn't think I would be able to take all of him. Will was patient as I worked him slowly into my super-wet, slippery vagina.
As I rode his cock, Tom reached out and began rubbing my clit. It all felt so wonderful! Tom moved forward and stuck out his tongue and began to lick my clit. He was trying to be very careful and only get my love bud and not Will's cock. At that point I couldn't have cared less if he had touched Will's pulsating cock. I've never make so much noise during lovemaking as I was now. I was cramming every inch of him into my soggy pussy.
This was the first time Tom ever licked my clit as I was being fucked by another guy. A female friend had licked me once while Tom was fucking me, but I was a bit worried about having Tom's mouth near Will's cock. I told Will he'd better keep his cock where it was. He said that would be fine with him.
Tom continued using his tongue to flick my clit. I was gyrating wildly. I'd never felt such a wonderful sensation. I pulled Tom's head even closer and he began to suck on my clit. As soon as he sucked my hardened clit between his lips, I really began going wild. I couldn't get enough of Will's cock and Tom's sucking. I told them I was about to cum again and wanted to slow down.
I then pushed Tom's head away and raised myself up off Will's dick. Next, I told Will that I wanted him to fuck me from behind. I'd never been fucked from behind with a cock as big as Will's, and I wanted to see what it was like. I then knelt down on the floor, leaning on the couch.
Tom was watching closely as Will positioned himself behind me and began rubbing his cock up and my slit. He teased my inner lips open with that big cock. The bulbous head of his dick was stretching the opening of my vagina. He leaned forward and his cock head sort of popped into my unbelievably wet pussy. He slowly pushed it in as far as it would go. I could feel it pressing against my cervix. He then pulled slowly back until his cock head was again stretching the opening of my pussy. He slowly pushed it in again. It felt unbelievable as he repeated this same motion over and over again. I asked Tom to sit on the couch in front of me and started giving him some attention by sucking his cock again.
It was only a matter of minutes before I started moaning. Will picked up his pace, and I could tell there would be no stopping him this time. As he pounded my pussy, I started wildly pumping Tom's cock in and out of my mouth. My body started shuddering as Will let loose his load into me. I came with a violent spasm.
It only took another stroke or two between my lips before Tom started to cum. I felt a huge load leave Tom's pulsating cock and enter into my waiting mouth. With a few swipes of my tongue I downed every drop. It was incredibly hot having two cocks in my body at the same time.
We all collapsed back on the couch. I said, "Wow! Now that was something I never anticipated happening during your visit, Will!"
Will and Tom both agreed with me.
Will left the following day, but we all agreed that we would see each other again soon.