Carol had just given John a spectacular blow job and then had been cuddling with him, giving soft kisses and sweet murmuring in the afterglow of sex.  I had watched, and once the cuddling began, I had an emotional breakdown over fear of losing Carol to John.   

I had been reassured by John and Carol that they did not mean to leave me out and that they loved me. I had some lingering insecurities.

Carol said, "Dick, you're my husband. John is an intimate good friend.  We don't know how this will all work out.  Let's go to bed."

I was exhausted and emotionally drained.  Bed sounded like a good idea.  However, I did wonder how the new sleeping arrangements would work out.  The first question was easy, Carol would sleep in the middle with John and me on each side.  Carol and I usually slept on our left sides with my cock snuggled between her ass cheeks and my arm around her.  If we kept that same sleeping position, that would mean that Carol would be sleeping facing John or with her arm around him - anxiety.  Carol leaned on her right side, facing me.  She stroked my face and whispered sweet reassurances to me.  

She said, "This is what we wanted.  I will always want you."

I finally relaxed and enjoyed our all being naked in one bed together.

Carol settled into our usual position with my cock between her ass cheeks and my arm around her softly holding her right tit.  Her soft body fit perfectly with mine.  Her ass was warm and welcoming.  John slept on his right side, facing Carol. 

I dozed off for a few minutes then woke up extremely horny.  Both Carol and John were sound asleep.  My cock was still between Carol's ass cheeks, and I had a hard erection.  I started to kiss her neck and run my hands down her body from her tits to her cunt.  I snuggled closer, relishing the warmth of her body and the softness of her skin.  I began rubbing my cock between her cheeks then down under her cunt.  It protruded between her legs, leaving some pre-cum on her.

I was whispering in her ear, "Ohhh, Carol, ahhh." 

Carol gradually woke up and put her hand over her shoulder and pulled me in for a kiss as she turned her head.  We were on sensual overload. 

Carol started whimpering, "Ohhh, Dick. Cock."

Her whimpering woke John up.  At first, he was in a sleepy daze.  He was staring into Carol's eyes.  John leaned into Carol and gave her a kiss that started softly and quickly become hot and heated.  He shifted so that he was body to body with Carol. 

Carol was sandwiched between us, ahh three naked bodies. 

He reached out and pinched her nipples.  He ran his hands from her tits to her cunt.  At her cunt he found my cock sticking out through her legs.  He grabbed my cock and started stroking it, then he rubbed it along Carol's cunt lips.  It felt wonderful.  My insecurities were long forgotten in the heat of our lust.

Carol groaned louder, "Ahhhh, fuck, fuck, my god." 

John took my cock and put it at the entrance to Carol's cunt.  I shuffled my hips forward and I was in her wet, warm, welcoming cunt. 

Carol started flexing her hips, riding on my cock.  I slid deeper and deeper into her.  I clutched her tits and started pulling on her nipples.  Carol lifted her right leg over my hips, opening her cunt for fucking and sucking.  John pulled Carol in for a deep kiss while I was fucking her.  Then he began kissing down her body.  At her tits, he sucked a nipple in and softly bit it.

Carol groaned, "Ahhhhh, fuck, fuck."

She began thrusting her hips and pulling my cock deeper into her.  She was sopping wet and her juices dripped onto my balls.

I felt a wet tongue on my cock and Carol's cunt.  John had slid down and he started to fucklick us.  Fucklicking is a rare but wonderful sexual act where while a man is fucking a woman and another person starts licking his cock and her cunt.

I groaned, "Ohhhh, Ohhhh."

The sensations were incredible.  I had never felt anything as hot as being licked while I was fucking Carol.  John's tongue was licking me from my balls up to Carol's clit.  I pulled Carol tighter into me and my hips were hotly thrusting my cock into Carol and onto John's tongue.  I wrapped my arm around Carol and caressed her tits.  Her nipples were erect and her whole body was bright red.  My breathing was shallow and urgent.  I continued to kiss Carol's neck and shoulders.  Carol is very sensitive about kissing her right behind her ears.  It never fails to arouse her sexual appetite.  You could hear my slapping of balls bouncing off of her.  The room smelled of sex. 

My mind was reeling with the red hot sexual glow of pure lust.  My cock was tingling and my balls were tightening.  I was fingering Carol's cunt while fucking her and while John fucklicked us.

Carol groaned, "My fucking God, lick me. Fuck me. Cummingggg."

Her cunt spasmed around my cock.  I thrust as deeply as I could into her.  My cock started pulsating and shooting wave after wave of cum into her.  I kept cumming and cumming.  My body was filled and consumed with pure carnal pleasure. 

I held Carol tightly while she trembled through her orgasms.  John put his arms around both Carol and me, pulling us into a warm loving embrace.  Carol was still quaking and moaning softly.

Will we ever get to sleep?

To be continued