This story is the first story I have ever written and is a fantasy of
mine, the characters are real the story is fictional.  The fantasy
envolves three individuals;  Mark, Tracy, and Lynn.  This fantasy is
writing by yours truly, Mark, and all of us are in our early 50's,
divorced, single with grown children out of the house.   I have known
Tracy for over 10 years, which has been a plutonic relationship until 3
months ago.

Since then, we have been seeing one another on a weekly basis for
dinner/sex on a weekly basis which has been wonderful.  During this time
we have developed a very intimate relationship and have discovered our
mutual desires, needs and sexual  fulfillments.  We are both very oral,
and I am the lucky bastard  to be the first to penetrate her virgin
asshole.  Tracy is very "old fashion" and although somewhat hesitant
experimenting sexual or otherwise, has been open to suggestions from me
with  the trust in me developed over the few short months.

Tracy has just turn 50 and looks like she is in her thirties.  She is a
blonde, with the softest blue eyes, 5'8" tall, slim with average, firm
tits and a tight ass connected to the most beautiful long legs and
picturesque ankles.   I love fucking her with her high heels on .  Once
while taking a bath together, I convinced her to let me shave her pussy
like you see a lot of women with only a v-shaped patch of pubic hair
above the slit.  I could tell while shaving her she was becoming excited
and during the process I would "accidentally" brush her clit with my
finger and insert one partially for the reason to access & rid the outer
pussy lips of hair.  Immediately afterwards, I licked her newly shaved
pussy in which she had 3 successive, screaming orgasms- her fist
multiply orgasmic experience.

Well, I am finally getting to the fantasy.  With our intimacy and trust
building over the months, we began to share our mutual fantasies-mostly
mine-hers being very conventional.  While in bed after a long session of
fucking and licking, I brought up the fantasy that I have always dreamed
and wanted to have sex with two women at the same time (I purposely left
out the most important part of the women also having sex with one
another, knowing that it would be way to much for Tracy to handle).
Tracy seemed initially shocked with any more than two people and had no
desire to participate in any of this activity.  I then suggested maybe
have another women to watch while we had sex and see how things went
from there.  As a side note, a mutual friend of ours, Dennis, who
introduced me to Tracy, had two or three occasions in which we both did
"double duty" to a couple of  women.  Dennis had told Tracy about this
and she could not understand it at all.  Anyway, the possibility of a
threesome with Tracy seemed to be going nowhere and I dropped the
discussion.  I brought it up a couple more times and the results were
that she still had no interest but I got the feeling if the situation
was right for her she might consider for the only reason that I was so
big on it.

One Friday evening, Tracy and I got together with friends at a very
popular, neighborhood bar, which we did often on Friday's.  We ran into
Lynn who is a long-term friend of Tracy's and I have also known Lynn for
some years, through Tracy, running into her on Friday's at our favorite
hangout.   Lynn is a beautiful blond with the most enormous implanted
tits I have ever seen.  She is very open, carefree and Tracy has told me
she is very active sexually.  After a couple of hours of drinking and
socializing, we all were pretty high including Tracy who very seldom
drinks.  For the last hour, I was having a lot of conversation with Lynn
while Tracy was talking with other friends.  I could not keep my eyes
off of Lynn's massive tits, jutting out of a very tight, black satin
blouse, and did not care if she noticed, which I am sure she did.  Out
of nowhere, Lynn noticing my eye direction said " I bet you would love
to fuck them, Mark!"     I responded as sutley as I could with "Who
wouldn't".  She then told me that she has been attracted to me for some
time but didn't want to create problems between her and her good friend
Tracy.  Then it came to me! Here's the opportunity to make my fantasy
come true.  I responded to Lynn by also stating my desires for her and
suggested that as long as Tracy knows what's going on and did not
object, it would not be a concern for all of us.  I told Lynn to take my
lead and I would take care of things.

Since Lynn just flew in from a business trip and took a cab to the bar,
I figured Tracy and I would take her home.  Once their I would put
things into action.  I told Lynn of my fantasy to have a threesome with
Tracy (who was aware of the fantasy) and another girl and also said she
was a little hesitant.  With that I figured since Tracy was feeling the
booze she might be receptive and we can all have a good time.

It was still early when we arrived at Lynn's house and she invited us in
for drinks and some food.  After a drink or so I could tell Tracy was
getting real smashed, silly and playful.  Lynn excused herself to go to
the bathroom and I immediately started making out with Tracy on the
couch.  In short order, I had my fingers in her snatch and she was
rubbing my hard on through my pants.  When I began taking my dick out,
she became uneasy with the possible soon return of Lynn.  I quickly
reminded her of my fantasy and suggested that upon Lynn's return seeing
us in our throes that if Lynn did not object we continue our love
making.  She then got even more uneasy with the suggestion but I
continued kissing her and playing with her clit through the side of her
panties, and I had now removed my cock from my zipper.   In her state of
inebriation, Tracy weakly fought me off, but the booze and her sexual
excitement got the best of her.

What seemed like an eternity, Lynn finally returned and to the both of
our surprise, she had changed into a very thin, silk nightgown that was
difficult to see through but very revealing.   Her huge tits were
sticking so far out with all the cleavage showing I almost shot my wad.
When Lynn saw Tracy and myself on the couch with my hand up her cunt and
her stroking my hard dick, Lynn exclaimed " I'm so glad I got
comfortable seeing the two of you decided the same".  With her return
and remark, Tracy became embarrassed and slurred apologies while I just
sat there with my raging, exposed hard on.  Lynn sat down in a chair
next to the couch smiling and looking at the both of us and said that
she would leave the room so that we could be alone but then interjected
that it would be a real turn on for her if she could stay and watch!

I immediately jumped up before Tracy could say or do anything and took a
couple of steps forward so that I was facing both Lynn and Tracy with my
hard dick that was almost hitting the ceiling still exposed and
twitching at the thought of what hopefully would happen.  As I looked at
Tracy with her mouth agape and a frightened look on her face, I said
with the most unthreating and encouraging manner "Tracy, why don't you
come over here and show Lynn the new way I showed you to go down on me.
"My Gawwwwwd, Mark you have got to be kidding !" in her wonderful
southern drawl.  Knowing her response to my suggestion, I quickly
reached over and grabbed her arms and picked her up from the couch and
pinned her body against mine while kissing and grabbing her all over.

With her weak protesting, I gently began lowering Tracy to her knees
while Lynn sat no more that a foot or so from us watching very intently
with those massive tits going up and down with her somewhat heavy
breathing.  Lynn told Tracy that she thought it would be real exciting
to see her new technique on blowjobs because it was her favorite sexual
activity.  Tracy was still hesitant and seemed to be totally embarrassed
with her face becoming pinker by the second.  Tracy was now on her
knees, leaning back on her heels directly in front of Lynn and myself,
when I took her hand and placed it on my hard dick and inched forward
enough so that the head of my cock was rubbing against her face and
lips.  She unwillingly only for the fact of Lynn's presence began taking
my cock slowly into her lips and once this happened passed the point of
no return and began to somewhat relax and began her sucking motion while
stroking the base of my cock and balls.

After some short minutes with Tracy licking and sucking my cock in the
conventional manner, I kept on talking to her, encouraging her and so
forth, so that she would feel comfortable and not end this incredible
event.  Then Lynn realizing Tracy awkward predicament, said in her
nicest way that Tracy was very good at what she was doing but noticed
nothing that was unique or different.  I then asked Tracy while looking
down at her with my dick still in her mouth with her big eyes staring up
at me to show Lynn the "surprise" I taught her.  She then took my cock
out and began to rub it around her face for about 1 minute.  Then she
placed her lips right over the top of the head of my cock and very
slowly began to allow a long stream of spit come out and attach to my
now almost ready to explode cock.  Then sticking out her long tongue
with the saliva now dripping from her tougue to the tip of my dick! Lynn
let out a loud gasp and exclaimed "What a turn on!"  Tracy then began to
lick the spit all over my dick giving it a shiny glow while in turn
stroking my member.  At this time I started my next move by reaching
down a putting my hand down the inside of Lynn's nightgown and grabbed
her left tit in a backwards manner which only covered a slight surface
of that magnificent breast and began twisting her nipple lightly.  I
then put my middle finger from my other hand into her mouth which she
started sucking on.

I am still amazed that I didn't yet blow my load watching both Tracy and
Lynn and feeling their lips at work with me caressing
those enormous boobs.  Not knowing that I could last much longer Lynn
removed my finger from her mouth and said "Tracy, please let me do what
you just did to Mark!"  Tracy then leaned back on her heels and quietly
nodded her head OK, probably for the reason; she would no longer be in
the spotlight. Tracy then leaned over on her on her side with her arm
barely holding up her head facing the both of us.  She was definitely a
little confuse with what was going on and I believe she was only
agreeing only because she knew how much I desired for this to happen.

Lynn got off the chair and on to her knees and began stroking  and
licking my cock.  Then performed the same actions with the spit hanging
off her lips and tongue with a more animated and relaxed fashion than
Tracy.  While Lynn was busy between my legs I slowly knelt down and
reached over to Tracy next to me now on her back and began rubbing her
pussy and legs. I then somehow managed to remove her panties and had her
skirt above her hips while Lynn was know going full speed ahead on my
dickhead.

Again, how I managed not to cum over what seemed like an eternity (now
no longer than ten minutes), I determined to make the next move in order
to fulfill all of my fantasy.

I disengaged myself from Lynn and moved over to Tracy's and open and
spread her bare legs.  I pulled Lynn next to me on my side so we were
now both facing Tracy who was I'm sure wondering what the hell is going
to happen next.  I then moved as close as I could to Tracy so that I my
cock was just barely touching her pussy.  Lynn made a remark to Tracy
how she liked her shaved pussy and had always wanted to but, never
shaved.   I then said to Lynn " Take my dick in your hand and start
rubbing it around Tracy pussy without entering it." As she did so, Tracy
began humping and very quietly moaning.
I knew this would get her going because although Tracy likes a lot of
foreplay and intimacy, when she becomes ready and wet, she wants to be
fucked deep and hard.  With Lynn rubbing and slapping my cock on and
around her pussy, I could tell that Tracy wanted my dick right now and
was so excited that she didn't care if Lynn or a Mob was present.

I then told Tracy that she had to ask Lynn to fuck her with my dick.  I
stated very sternly, you must say these words exactly "PLEASE LYNN,
PLEASE PUT MARK'S BIG HARD, SLIPPERY SPIT COVERED COCK INTO MY SHAVED
PUSSY".  Since Tracy is very verbal, see had no problem reiterating the
request and did so in her very sultry & southern tone.  As instructed,
Lynn then placed my dick at her pussy entrance and with little effort my
cock disappeared into her lips while Lynn still held on to the base of
my cock.  As I began thrusting away at Tracy, I turned and began kissing
Lynn while opening her nightgown and groped those tits and reached for
her uncovered pussy.  I then gently lower Lynn to the floor adjacent to
Tracy while ending on top of Tracy.  I then began to place my attention
to fucking Tracy while fingering Lynn who was now on her side facing
Tracy and myself with her one leg to the side.  With Lynn on her side
facing Tracy, her big tits were covering Tracy's right arm and onto her
breasts.    As I was pumping away at Tracy, it was a real turn on to see
the two of them side-by-side with Lynn's breasts swinging back and forth
with Tracy's motion.  I could tell by the way Tracy was gently moaning
and her hip motion, she was getting ready to cum.  Even though she was
seconds away, I could no longer maintain and withdrew and blew my load
all over the both of them. I have always had strong orgasms and still to
this age. I must have dropped a gallon of come over each of them with at
least 7 to 8 streaming squirts of ooze.

Immediately after cumming, I began licking Tracy's pussy to orgasm,
which she almost pulled my hair out clutching onto my head.  I then
moved over to Lynn and began fingering and licking her hairy pussy while
Tracy watched.  Lynn is a big girl in stature with an enormous pussy to
match her tits. I had both her legs in the air and spread very wide
where I could get my entire mouth inside her lips and then began licking
with a single motion from her asshole and back to her gapping cunt. I
then rolled her over on her front and got her up on her spread legs so
that I could pay more attention to her ass.   I had her butt spread wide
open and then let a large portion of spit come out of my mouth and
dripping into her asshole.  I then penetrated her ass with my index
finger while licking wildly at her cunt and clit.  I thought Tracy was
verbal, but Lynn takes the cake.  She was screaming all kind of
obcentaties "LICK MY CLIT, SPIT IN MY ASSHOLE, FUCK ME IN THE ASS YOU
BASTARD!"  In the corner of my eye I was watching Tracy who was wide
eyed and I'm sure amazed at what was happening.  She had her hand on her
pussy while not playing with herself, somewhat  protecting her fragile
being.  Lynn exploded with a tremendous orgasm screaming "OH GOD I'M
GOING TO FUCKING CUM, I'M GOING TO FUCKING CUM" over and over again,
until she fell flat on her front with those gorgeous tits protruding
from her sides.

Well, now begins the after moments  when all of us has cummed and what
next if anything.  Especially for Tracy, since I haven't had the chance
to talk with her about her feelings what had just   transpired.  Not
knowing a thing about Lynn and where she was coming from, I figured I
would cuddle between them and continue to lead the direction if any and
did so.  Speaking to the both of them, I conveyed my feelings of our
adventure and how exiting this has been for me and hoped they had no ill
feelings. I said that I sincerely respected both of them and experience
my lifelong fantasy enjoying their love together.  It was a one-way
discussion with me doing all the talking while Tracy just listened and
midway through my chatting, Lynn began playing with my cock.  Needless
to say the old boy began to perk up to its raging state and I thought
maybe the final part of my fantasy may come true.  I knew that Tracy had
about as much as she could handle for the evening and Lynn by her
actions stroking my cock was ready for some more adventure.

I then raised up with my now hard dick sticking out and made the
statement standing in front of  both of them that I would lastly like to
fuck the shit out of Lynn's tits.  Of course, Tracy was again wide-eyed
and again not conversant.  Lynn was totally ready if you remember her
comment/invitation at the bar earlier this evening!  For my final
fantasy purposes, I decided to take a different approach to this tit
fucking episode.  Instead of sitting on Lynn's lower breast region
facing her, I reversed the position of sitting on her chest between
those god awful tits and her face with me facing her feet. I then asked
Tracy to kneel over Lynn with her chin resting on her stomach before her
tits so that when I thrusted forward she could receive my cock into her
mouth.

Again, Tracy just sat there thinking that all she going to get is a
mouth full of cum which she is inclined to, loves the taste and always
swallows after swirling around in her mouth and licking the remains from
her lips.  As I mounted Lynn in the above, described fashion, I began
sliding my cock between those lovely tits as she squeezed them together
with both of her hands.  As  I was thrusting back and forth I would
pause on the backward motion with my ass right over her mouth in which
she would lick my gapping asshole with her tongue.  God I was in
heaven.  I reached over and encouraged lightly to Tracy with one  hand
on her arm and other on her head to move into the position below Lynn's
tits so that my cock would enter her mouth on the forward motion.  She
slowly moved into position, with her legs spread wide on her knees over
Lynn and because of Lynn's sizable tits I could barely get my cock
forward enough to reach her mouth ending up with her flicking her tongue
out to touch it on the forward motion.

With all in place, I grabbed Tracy's hands and told her while placing
them on Lynn's tits that she should touch her implanted tits (since she
has been considering getting this operation) to feel what implants are
like to further her decision-"yeah, right"!   With my hands on top of
hers, I started squeezing her hands on top of  those enormous breast as
Tracy continued flicking the head of my cock and Lynn holding the sides
of her breasts to maintain the conclave needed to keep my dick between
her tits.  I then made the next move by taking one of Lynn's hands and
with difficultly because of  distance, placing it between Tracy's
crouch.  I then reached back toward Tracy upward protruding spread ass
and had enough of reach to find that Lynn's finger had penetrated her
pussy and was finger fucking  the shit out of her.  Lynn was again
starting her verbal triad exclaiming very loudly -" FUCK MY BIG TITS,
SQUEEZE THE SHIT OUT OF MY TITS, I LOVE LICKING YOUR ASSHOLE, YOUR PUSSY
IS SO WET TRACY!!!!"  I then inserted my finger into Tracy asshole and
with my other hand took the middle finger of one of Tracy's hands and
shoved it into Lynn's wide-open pussy and continued to hold on to her
hand/finger while shoving it back and forth into Lynn's hairy pussy.

At this time we were all moaning, screaming and even Tracy was
exclaiming -"CUM IN MY MOUTH MARK, OH I'M GOING TO CUM, FUCK MY ASSHOLE
, FUCK MY CUNT!"

We all cummed at least once and ended up all huddled together in a pile
on Lynn's living room floor.  I began to cuddle and kiss the both of
them while telling them what wonderful and beautify women they are.
This soothed Tracy who loves sweet endearments whispered to her and she
was quietly whimpering with all the new and different sexual exposure
she just experienced.  I assisted Tracy in getting her clothes on while
getting dressed myself.  Lynn was still lying on the floor, with her
nightgown totally open and invited us to spend the nite.  I declined her
invitation, knowing that Tracy had more than enough new excitement and
would be uncomfortable thinking what else I have in mind.  Tracy started
heading for the door while I grabbed Lynn, and started hugging her while
groping her tits and whispered my appreciations and said I hope we can
do this again another time depending on Tracy's willingness and maybe we
can make it a foursome.  She whispered back that she loved to and had
the "perfect guy" in mind.

All the way back to Tracy's I talked about different subjects to ease
her emotional state and spent the night holding her without any sexual
initiation on my part.  The next morning over coffee she brought up last
evening and conveyed that she enjoyed the sex with me but because of her
southern, strict upbringing and shyness she felt uncomfortable if not
embarrassed particularly in the beginning.  She also mentioned that it
was even more difficult with Lynn because they were such good friends
over the years and felt it will be a little uneasy talking with over the
phone or going shopping which they often did.  I responded by telling
Tracy that Life is all about taking RISKS and CHANGE and as we all knew,
this was my idea under my initiation and there should be no guilt on her
part or her intent.

On the way home, I knew it would be some time for Tracy to consider
another Fantasy and the next one would fully discussed and agreed
instead of leading her into another situation.  I then started dreaming
about another fantasy thinking about my last statement to Lynn about a
foursome and only wished she said another GIRL instead of a GUY! O well
that another storyÉÉÉ.