Carol and I had just invited our visitor, my friend Bill, to move into the master bedroom for the next five days. He was visiting us while on a consulting job. We had already had an explosive sex adventure with him and looked forward to many more.

The three of us were exhausted from our earlier sexing. I fell asleep cuddled up to Carol's back, my cock planted firmly between her ass cheeks. I dreamed of Carol exposing her hot body in all manner of places. My dream was interrupted by Carol's moaning and the bed shaking.

I looked groggily, my eyes and body still somewhat asleep, and saw Bill fucking Carol. Her legs were spread wide and her feet were on his shoulders. Bill's cock was buried deep in her cunt. When he stroked out I could see that it was covered with Carol's juices and the large purple cock head was drooling cum. Their eyes were locked on each other, eyes hooded with lust, mouths locked together, devouring each other.

There was a certain lewdness to their fucking. Sexual pleasure was their only desire. They were lost in lust, focused on satisfying their sexual appetite.

Carol groaned, "Oh Yeahhhh, oh, oh, OH, ccummming."

Bill grunted, "FFFuck, yes, yes... Ungh, Ungh."

They both shook as their orgasms rolled through their bodies.

When Carol came back to the real world she saw me watching them. The thrill of watching Carol fuck never diminishes.

Watching her fuck Bill in the middle of the night was overwhelming. My body burned with lust. My mind was reeling and my cock was aching. Carol moved over to me and took my cock in her hot, wet mouth. She swirled her tongue around the head and lapped it from my balls to the tip of my cock.

She started moaning around my cock as she fingered her clit. I was already overheated. I pushed my hips up and my cock down her throat. I groaned and started shooting copious amount of cum into her mouth. It overflowed her mouth and formed a white froth on her lips. I was lost in a never never land of endless lust. Carol cuddled into me and I immediately fell into a deep sleep.

Before Bill left early for work he gave Carol a smoldering kiss and ran his fingers through her soaked cunt lips. He said he should be back around five pm. Carol and I had a leisurely breakfast and smiled at each other a lot.

Carol sat on my lap and told me she loved me and thanked me for letting her fuck Bill.

Carol and I left for work at our usual times. During work my mind wandered, thinking about Carol and sex. As soon as I could I rushed home from work. Carol and Bill were already there, cuddling on the couch. We had no plans for the evening.

We decided to stay in. Carol was wearing an old T shirt of mine, worn thin, with poking nipples and an old fashion pair of white cotton bikini panties. She sat in a lotus position, legs spread wide. I had on a new T shirt, long, with no underpants. Bills was wearing a pair of bulging boxer shorts and an oxford shirt, unbuttoned.

We ordered pizza for dinner and I got out some good Chianti to go with it. On a dare from Bill, Carol went to the door to pay the delivery guy. The delivery boy stuttered and stammered, staring at Carol's nipples. Carol bent over, showing off her ass, and casually got money out of her purse.

When Carol brought the pizza in she had a big smile and her nipples were pointed and her tits flushed red. Bill and I laughed. The night was off to a fun start. I suggested we watch a movie with the pizza. Carol and I had a small collection of porno movies that we had watched together as foreplay. I asked Carol to pick one of her favorites. She smirked and picked out a movie where a woman is pleasured by two men.

We had an old fashioned DVD player. Carol put the disc in, came back to the couch, and sat between Bill and I. She had the remote. She started the movie and settled back with her hands on both of our laps. There was no real plot. The opening scene was a woman on her knees with two large cocks facing her. She started deep throating them alternating back and forth.

I turned to Carol and pulled her in for a kiss. At first it was gentle and soft, but it quickly become fevered, our tongues wrapped around each others, mouths devouring, lips drooling. I broke away for a moment and saw Bill mauling Carol's cunt, his fingers deep in her and coated with her sex juices. I started pulling on her nipples.

She had two horny men pawing at her, driving her into a sexual fevered state. Carol pushed us both away and then got on her knees and hovered over my steel hard cock. She gestured to Bill to come closer so that she could suck his cock. She began impaling herself on my cock, sliding along our mingled juices and taking Bill's cock deep into her throat.

The three of us were in a heightened sexual state. Bill began aggressively face fucking Carol. She was drooling and gasping for breath.

Carol popped Bill's cock out and said, "Fuck my ass."

Bill got behind Carol and lubed his cock and her rosebud with our fucking juices. He slowly entered her ass, pausing each time Carol groaned. Then when he was already deep into her ass he paused to let the three of us enjoy the moment of pure, dirty lustful sex.

She moaned, "Yeahhhh."

Bill turned her head toward him and wrapped his hand around her neck and plunged his tongue into her mouth. Carol's grip on our two cocks tightened and started grinding on them. I could feel Bill's cock gliding over my cock. The feeling of Carol's stuffed cunt gripping both cocks, combined with the feeling of cock on cock was amazing.

Carol started loudly groaning, "Ccock, Pprick, Ddick, Cccunt, Cccunt, Arghhh."

Bill started driving his cock deep into Carol's ass. I was trapped beneath both of them, my cock imprisoned in Carol's cunt. Her cunt was wetter than I had ever felt it. My cock was swimming in her juices and when Bill thrust in his balls rubbed my balls and his cock head glided on me I was swept up in the moment.

I was so excited I nearly blacked out with sexual stimulation. Our double penetration fucking went on and on. I never wanted it to stop. Just when I could take no more Bill began to explode cum into Carol's ass. There was so much it dribbled onto my cock and balls.

Bill, "Ungh, fuck, fuck, argh."

Carol, "Arghhhh, cummming."

I groaned, "Unhhh, Unhhhh, Ahhhh."

Bill collapsed onto Carol's back pinning me between them. Carol looked deeply into my eyes and began tenderly kissing me.

I was still hard and aroused. My cock twitched in Carol's cunt. I pushed Bill off of Carol and got her on her hands and knees. I was in a fever dream. I took hold of her hips and slammed my cock into her cunt, then I froze deeply embedded in her and pulsing with lust. I pulled her back with her hair and starting kissing and nibbling on her mouth. She moaned. I pulled back and plunged into her.

Bill was still dazed but was looking at us with hooded lusty eyes. He rolled over and slid under Carol until his mouth was directly under her cunt. He started licking her clit while I fucked her.

I could feel his tongue as I kept fucking Carol. A few times his tongue slipped from Carol's clit to my cock and then he sucked my balls. I lost control. I was screaming and yelling while plundering Carol's cunt. I was lost in a fantasy land of endless sexual pleasure.

Bill's cock was throbbing and leaking copious amounts of pre cum. Carol rubbed it all over her face and licked the pre cum of off the head.

Carol cried out, "Oh my ffffucking god, Cummmm, cummming."

I kept shooting cum into her cunt, I couldn't stop. My cock was inflamed. It felt like it would never stop. Bill groaned and shot his cum all over Carol's face until it was dripping off of her eyes.