A Surprise Threesome

Well, I keep wondering how I got myself into this situation. I'm 53 years old and I have a beautiful 26 year old woman under me, just about to have an earth shattering orgasm. Maybe I should start at the beginning.

As far as Amy goes, I have known her since she was born. Her parents were friends of my parents. She was one of those OOPS babies. You know, a wild New Years Eve party, then on the way home some sexy talk and a little touchy feely so by the time you get to the front door your ripping your clothes off and finding the first soft surface to flop down on and get to the real business. No thoughts of birth control, just unbridled passion. She's so wet she's dripping and he's so hard he almost hurts. Her legs are tucked back with here knees almost next to her ears, he's pounding her so hard she cries out in a pain/ecstasy whimper each time he bottoms out. Mouths locked together sucking on each other's tongues and holding each other so tight some of the blood circulation is starting to slow down. Suddenly the moment is upon them and the waves of an intense orgasm begin to swell up and engulf them both. Wave after wave, spasm after spasm, hell the house could fall down around them and they wouldn't know it. Their mouths part as she screams like she has never screamed before as he drives his cock to the bottom over and over while unloading a stream of hot cum deep into her swollen pussy. He can't remember the last time he climaxed this intensely. She wraps her legs around him and begs him not to stop, he can't figure out why he's still hard. Thrust after thrust and he's still cumming for what seems like gallons. But all good things must come to an end. The body tremors begin to subside and that rock hard cock begins its slow decent. They both realize they are gasping for air so they just lay there holding each other and smiling. And thus, Amy was conceived.

I watched this little girl grow up into a beautiful woman. She is about five foot nothing and weighs in at about 105 pounds. Petite, shapely, and firm, she works out almost every day and has since she was on the cheer leading squad in high school. But I have looked at her a little different since I first saw her in a little bathing suit on her 18th birthday at her patent's house. They have a pool in their back yard and we always had a pool party for her on her birthday. The little two piece thing she wore that year really made me sit up and take notice. This was one hot little girl turned woman. I took lots of pictures.

We've always been real close too. Stayed in touch for holidays and birthdays, and got together on occasion for lunch and she would ask advice once in a while. She's always called me Uncle Jim and I've always treated her like a niece. Although I have to admit, there have been many times I have looked at her and wondered what it would be like... especially during those summer parties in the back yard around the pool. She's very athletic and not at all modest. She liked to get all wet then come over and plop herself in my lap. I would pretend to be a little irritated but I would never make her get up. I would start a little tickling and she would squirm and squeal and hug my head to her chest and we would laugh. I would start to feel myself get aroused though and would have to tell her she had to get up. I sure didn't want to have her feel me getting all turned on, not with all that family around anyway.

Then last Christmas she introduced me to her new boyfriend, Joe. A real nice guy, he was tall and athletic and real good looking. He was also very friendly and not at all shy. We talked a lot about all kinds of things and I found myself really liking this guy. He wasn't the usual little puppy dog Amy had a tendency to bring home; this guy was a real catch. The three of use were standing around after dinner when the conversation started to get a little racy. Not crude or explicit, just a little racy when I winked at Joe and asked him if he had any nude pictures of Amy. Amy gave me an; "Uncle Jim!!!" and slapped me on the arm

Joe Said, "No Why?"

So I replied; "Would you like some?"

This remark made Amy slap me again and we all laughed and the conversation moved on to other things. All in all it was a great Christmas.

A couple of weeks later the phone rang and it was Amy. She asked me if I would take a couple of pictures of her and Joe so she could get them framed. I had forgotten all about our little exchange at Christmas and I'm pretty good with a camera and am the one that usually takes the pictures at all of the family events so it didn't seem unusual at all for her to call and ask a question like this. It seemed as though she and Joe were getting a bit serious so I just figured they wanted some pictures of the two of them. I said sure, grabbed my camera, and headed on over.

When I arrived I was met at the door by the both of them, Amy was wearing her usual sweatpants and sweatshirt and Joe was wearing what looked like pajama bottoms and a t-shirt. No reason to be suspicious here, I figured we would discuss what kind of clothing and shots and backdrops we would need to get a couple of good shots. There were the usual pleasantries and grabbed a soda from fridge and sat down on the couch. "So", I said, "what kind of shots are you two looking for?"

Without skipping a beat Amy said, "Well, the pictures of me naked that we talked about, don't you remember?"

I think I about shot Pepsi out of my nose. At that point she pulled her sweatshirt off, cupped those beautiful perky little breast with her hands, and asked if I thought they were worthy of being photographed. I had to take a deep breath and compose myself as I was scrambling to get the camera and flash attachment out of the camera bag and put together. Joe just didn't exist in the room anymore as far as I was concerned. All I could see were those near perfect tits resting in the hands of a girl I've had the hots for quite a long time. Trying to stay composed I began to take a couple of shots from a few different angles. She then asked me what kind of poses I thought she should be doing. I told her to just do whatever came to mind. With that she stood up, turned her back to me, and slowly removed her sweatpants by pushing them slowly down to her ankles keeping her knees perfectly straight.

I'm snapping pictures as fast as my flash will recover and suddenly realizing I am getting really hard. "This can't be true, this can't be happening to me," I kept thinking, "what's next?"

Suddenly Joe is back in my field of vision as he kneels down behind Amy, who is still bent over at the waist, and begins to tongue her ass. Snap flash, snap flash, snap flash. I'm thinking I'm real glad I brought three 512 meg cards, that's over 600 pictures. Then I look again and I see that Joe is naked too. My first thought was, "Whoa Joe, no wonder Amy likes you so much." as I got a good look and this guy's equipment. He was hung like a stud horse. He was at least 8", cut, and real thick, and he was hard as a rock. He started looking at me and the camera and petting that pretty round ass of Amy's. Then he would stick his tongue out and run it up the crack of her ass. Snap flash, snap flash, snap flash, I was burning up memory card like crazy.

Then Amy stood up and said she would be a lot more comfortable if we were all in the bedroom, she thought we could get a little more creative with positions and get some real good shots. She looked at me and said, "Are you all right with this?" to which I replied with something almost intelligible and I picked up my camera and tripod and followed them into the bedroom.

Amy jumped up on the bed and began a slow bump and grind routine caressing her body all over as she raised and lowered her legs and arched her back. Joe sat to one side and just watched this for a while. Snap flash, snap flash, snap flash, I was totally lost in this unbelievable sex show. Joe then slid in next to her and helped with the caressing and rubbing and then he started to kiss her body. Starting at her neck he began a licking and kissing thing that slowly moved down her body as he made his way to those beautiful perky little titties with real hard nipples. Snap flash, snap flash, snap flash, I was getting close to the end of my first memory card. "I better slow down" I thought to myself, "or I'm going to run out of memory. I lowered the camera for a moment and moved to get into a better position.

Amy's voice kind of startle me a little and I didn't really understand what she said so I just looked at her with a puzzled look on my face. "Aren't you a little uncomfortable?" she said again. It took me a second or two, but I realized she was looking at my crotch and the bulge that was trying to bust through my 501s.

"Oh, yea", I muttered.

"Well, take your damned clothes off then, you'll be a lot more comfortable and it will make it easier for me to play with you." I immediately set the camera down and started to pull my clothes off. I was taking my shirt off when I realized what it was she had said. I kept on taking my clothes off and tried to keep in control. She was smiling and Joe was taking a real interest in what I was uncovering.

I have a pretty good digital camera that also takes videos with sound. Not real high resolution, but with a 512 meg card it will take a little over 40 minutes of video with sound. I set up my tripod, made a few adjustments in the camera's menu, installed a fresh memory card, hit the shutter button, and let her rip. I told them they were on, and said the more action the better. Joe jumped right in and started the kissing and licking again and I stayed with the camera for a minute. Just to make sure the focus was good and there was enough light. With the curtains open and the overhead light on it looked like things were going to work out real good. "What the hell are you doing, get that ass of yours over hear." That was Amy, and like an obedient puppy dog I jumped up on the bed on the other side of her and proceeded to help Joe work on that tight smooth body that was under us. Amy squirmed and cooed and seemed to be enjoying all the attention. She then reached over and started to lightly touch my raging hard on. "Ooooh," she said "you're a big one too." I'm not too bad at about 7 ½ inches, cut, and a pretty good handful. Joe and I were pretty similar in that department. "Let's compare you two." She said as she slid out from under us and got us both on our knees facing each other. She then grabbed a cock in each hand and pulled us together so our cocks were side by side. Then she took our cocks and put them together and grabbed them in one hand. Her little hand couldn't wrap all the way around the two cocks so she used her other hand too, one over the top and one under. We were real close to the same size alright, and Joe seemed to be real comfortable being this close to me. I found it oddly exciting myself and Amy seemed to really enjoy being in so much control.

"OK guys, I want you two to fuck my hands." Joe smiled at me and I smiled at Amy. Then Joe started to move his cock back and forth in Amy's hands. It felt really good and I kind of just let the motion of Joe's body take me away a little bit. I closed my eyes and felt his cock move back and forth next to mine and the light friction Amy's hands caused felt real good. "Come on, you too." Amy said. That snapped me out of it for a minute and I started the same motion as Joe. We moved away from each other, and then back towards each other, back and forth. It was really starting to feel real good. I closed my eyes and just let the sensation take over once again. As we moved back and forth, Joe leaned in and rested his head next to mine and he put his arms up around me slightly. He then started to move his hands up and down my body, slowly and gently he caressed me. He then let one hand cup my ass and, with a little pressure, he began to regulate our pumping motion pulling me towards him and then letting me pull away slightly so the heads of our cocks slid against each other's and through Amy's hands. He put his other hand on the back of my head so he could hold me to him cheek to cheek, he began to moan slightly. He started to increase the speed of our pumping and moan just a bit more when he pulled his face away from the side of my face and pressed his lips to mine. This caught me a bit by surprise but I didn't move away. Amy them put her lips in on ours and began to lick our lips with her tongue. At this point Joe opened his mouth and began to tongue Amy and me; I just took a deep breath and opened my mouth and all lips and tongues were wildly licking and sucking other lips and tongues. Amy moved her head away suddenly and Joe laid a deep wet kiss on me with tongue wildly searching my mouth. I couldn't stop, it felt so good, and I kissed him back deep and hard. I put my arms around him and we kissed and pumped Amy's hands and I began to get lost in the ecstasy of it. I also felt myself getting ready to blow a load.

I broke my mouth free and gasped to Joe that I was getting real close, he smiled at me and stopped pumping. He and Amy laid me back on the bed. Amy moved around so she could lie next to me and she began to kiss me deep. I loved the way she nibbled on my lip and tongue and she really seemed to like it wet and sloppy. Suddenly my cock was engulfed by a hot, wet mouth. I looked down to see Joe take almost every inch down his throat, then back up the shaft to the head where he licked and lightly nibbled, then back down to the bottom again. I grabbed a handful of tit and held on. Joe was working faster and faster and I knew it was going to happen real quickly. One more time to the head of my dick with a little nibble and it was all over. I jerked and stiffened up with a monster body spasm as Joe took my cock deep into his mouth and sucked for all he was worth. I exploded in his mouth. Amy giggled and yelled encouragement to Joe to suck me dry. I came over and over again. Joe sucked and sucked and tried not to let any escape. Amy jumped down and took over and took my cock deep into her mouth as Joe licked my tightened up balls and let my cum slide out all over my cock and balls as Amy licked it up and sucked me harder and deeper. They stopped a moment and kissed deep to share my juice and then went back to licking me and licking up my cum. I could not stop the spasms, the orgasm was intense and they wouldn't stop sucking and licking my now very tender cock head. It seemed to last forever.

Finally they began to slow down as my cock began to soften and get smaller. Amy began to giggle a little and she and Joe started kissing and licking cum off each other as I laid there and tried to regain my senses. After a moment or two, the two of them moved there way up to my face and laid their heads one on each of my shoulders. Then Amy kissed me and cooed a little and asked what I thought of all of this. I told her I was just a little taken back and would have to get back to her on that. "But I will tell you it's been a lot of fun." I said.

"Well I'm glad you have enjoyed it," she said "but I'll tell you right now we're not done yet." With that she kissed me again real deep and wet, and began to caress my chest and stomach. Joe just laid still and watched and she worked her tongue in and around my mouth and nibbled on my lips. He seemed to be real content just laying there watching his girlfriend get me real turned on again.

As Amy kissed me and cooed in my ear she let her hand roam down to my just starting to awaken cock. And with Joe lying as close as he was she could switch back and forth between or cocks and play with both of us. Then she grabbed Joe's cock and began pulling him up towards our faces using his cock as a pull rope. Joe squirmed a bit but obediently began to edge his way up until his cock was right under my chin and Amy was alternating kissing me and sucking Joe's dick. This went on for a while until Amy reached behind my head, tipped it up, and then shoved Joe's cock in my mouth. I wasn't quite expecting that and it took me a bit by surprise. My mind was kind of racing as I tried to take as much of Joe in as I could but the position was just a bit uncomfortable. I could only manage to get the head of his cock in to my mouth in this position, but it gave me a sensation I certainly wasn't familiar with and I must say I kind of enjoyed it. All hot and smooth with a hint of a taste of pre cum that was not at all unpleasant.

I couldn't hold this position for very much longer so I rolled up on my side and rolled Joe over onto his back. "OOOO, I think he likes it," Amy mused, and Joe just closed his eyes and smiled.

I didn't know exactly what I was doing but I did know what I liked so I tried my best to do the things Joe had done to me. Getting past the gag reflex was a little tricky but I did finally manage to get most of Joe's eight inches in my mouth. Then as I slid back up his shaft I gripped it with my hand a bit and then hovered on the head of his cock for a while as I licked and nibbled around the hood and tip. Then back down my throat it went. I was really getting into it when Amy whispered in my ear that she thought Joe was getting real close. I hadn't been paying a lot of attention to Joe, just his cock, but I could see now he was breathing real quick and his eyes seems to be a bit glazed over. So I grabbed onto his cock and wrapped my mouth around the head and began a slow rhythmic pump up and down. Joe started to moan a bit so I picked up the pace. As his breathing and moaning quickened so did my movement up and down the shaft of his cock. He was so hard, what an incredible sensation I thought. Amy kept whispering that I was doing real good, just don't do anything different, just keep doing it just like that. I was lost in the passion and heat of the moment when suddenly Joe cried out and began to jerk about and his cock just seemed to explode. Amy said, "Now suck, suck it for all it's worth. Don't stop now; just keep sucking as long as that cock of his is hard."

I drove my mouth down over his cock and felt his cum filling my mouth. Thick and salty and hot, I started to gag a little but managed to hang on. Joe was shaking with spasms and Amy was licking his balls and slurping up all the cum that was oozing out of the corners of my mouth, as I kept right on sucking. Joe started to tell me to stop but I wasn't about to stop until Amy told me I could. I latched on with my mouth and ran my tongue again and again over the hood of his cock. Each time I did he would shoot another load of cum into my now very overfull mouth. I did stop for just a moment to slam my tongue down Amy's mouth and slosh a mouthful of cum back and forth a couple of times but I went right back to that throbbing cock and stayed there until it started to go soft. Then I kissed Amy again and then put a near totally soft cock back in my mouth and swirled my tongue around its head. This made Joe quiver again and give up the last few drops of cum left.

I laid there with my head on Joe's stomach and his cock in my mouth not really wanting to move. It was just so comfortable. Amy licked his now loose balls and then would lick the corners of my mouth where some of Joe's cum had escaped. I couldn't believe how awesome this all felt. I looked at Amy and smiled. I let Joe's cock slide from my mouth and I put my hand behind Amy's head and drew her towards me. We kissed a long slow kiss, and then we looked at each other again. As she smiled at me I could feel my cock beginning to come back alive and I knew what had to be next. I think Joe sensed it too because he slid out from between us and let us get into an intense embrace. My hand reached down and I felt one of the wettest pussies I have ever experienced. She was hot and dripping wet. I swirled her little clit around at the end of my fingers and she just seemed to melt into me. I inserted a couple of fingers and she began to moan and groan and tell me how ready she was for me. "I need you to fuck me," she said "I need you to fuck me with that big hard cock of yours and I need you to fuck me right now," but it was my turn to do a little teasing. She wasn't getting away that easy.