Middle Age Fun with Friends

Pamela Smith pulled into Shawna Miller's driveway. She was looking forward to visiting with her good friend of many years. She would stop by regularly on just a whim and they would share a glass of wine or two and talk about life in general. It was a good way to unwind on the weekend. Both women were in their mid-40's with kids either grown or off to college.

Pam was happy to see another car in the drive belonging to Rita, another friend in their group. Rita was the youngest of the three at 41, a bubbly gal of Latin descent. The three women and their husbands regularly got together for cookouts and drinks at each other's homes. All three men were on local fire departments in the area, and it gave everyone something in common.

She was looking forward to spending time with the gals today as she had been feeling a little bit down lately with an empty house and her husband Dan not as attentive as she would like him to be. They had a good marriage, but it had cooled over the last few years as many do and it had Pam a little frustrated. Her two good friends always elevated her spirits.

Hopping out of her car, the pretty blonde came to the front door and found it locked. Thinking the ladies must be out back, she walked around the side of the house to the pool area, but there was no sign of life. Stepping through the sliding patio door she made her way into the kitchen area but still found no one. There were a couple of empty wine bottles though.

Then she heard it- a soft moan along with low music coming from around the corner in the living room. Not sure if she should leave or stay, she slowly peered around the corner and got the shock of her life.

There on the couch was Shawna sprawled backwards on top of Ethan, Rita's husband. They were both completely naked and Ethan was slowly working his huge wet cock in and out of Shawna's bloated, red haired pussy. At the same time, he was groping her full ripe tits and rolling the hard bright pink nipples in his fingers. Shawna had one hand down between her legs caressing both her clit and Ethan's very hard cock as he steadily fucked her. They were both moaning with their heads thrown back and obviously enjoying themselves.

Across the room, Rita was noisily sucking the large firm cock of Shawna's husband Matt. The busty Hispanic wife was doing a very good job of deep throating Matt's member, and his swollen balls looked like they were ready to let go any second. Every few seconds she would pop his prick out of her mouth and run her tongue down to his balls, stopping to suck and slobber on them before returning to lick and then suck the fat head back in her mouth. She was using her free hand to rub her wet pussy, the black pubic hair a matted mess, looking as though she had already been fucked.

Pam couldn't believe her eyes, but at the same time couldn't turn away. The two couples were oblivious to her presence and continued nonstop for several minutes until Ethan let out a cry and stabbed his prick all the way up Shawna's drenched pussy, releasing a torrent of cum. Pam could see his cock jerk and pump and Shawna appeared to go over the edge too, moaning and convulsing in a deep orgasm, her cunt spasming on Ethan's fat prick. Ethan's cum leaked out around his pole and clung to Shawna's pussy lips and hair as she worked it in with her fingers.

Meanwhile Matt was spurting a huge load into Rita's hot sucking mouth. She never hesitated and kept sucking until he was spent, with some of his cum and Rita's spit running down her chin and dripping onto her jiggling tits. Rita finally pulled her lips off his cock and looked over at Shawna and Ethan with a laugh and grin on her messy face. Ethan slowly withdrew his spent dick from Shawna's swollen pussy, his cum leaking out in a trail down between Shawna's ass cheeks. Pam couldn't help but notice that even drained, he still had an impressive tool.

Matt and Ethan looked spent, both of their cocks shiny with cum, spit and pussy juices. Pam slowly pulled back and tried to exit quietly, not sure what to think of what she had just seen. She couldn't believe her friends would do such a thing, but they sure seemed to be having a great time....

That evening, Shawna called Pam and asked her to come over for coffee the next morning. Pam agreed, not sure how she was going to look at her friend without it being terribly awkward. When Pam arrived, Shawna cleared the air fairly quickly.

"Pammy, we heard you leave yesterday and peeked out the window as you were backing out. We're guessing that you saw what was going on in our living room. I'm sorry that you had to find out like that. We talked about it after you left yesterday and that's why I called you to come over."

Pam replied, "Yeah, I was actually pretty shocked, but you know, what you guys do is your own business, not mine. Still unbelievable though. I thought I knew you better than that. How long has this been going on?"

"Well," Shawna said, "it all started about four months ago when you and Danny were out of town on that Bahama vacation. Rita and Ethan were over, and we were having drinks and decided to watch a movie. Unfortunately, or maybe fortunately, Matt had left a porn movie in our DVD player. We all had maybe a little too much to drink and we started watching it. You know what they say about alcohol and inhibitions. At first it was just flirting and daring each other but then things got a little bit out of hand, clothes started coming off and I think you can guess the rest.

We all felt pretty guilty the next day and got together to talk about it. One thing led to another, and we just ended up having sex again. After that, it got easier and now we just love it. We get together whenever the guys' schedule allows and pretty much fuck our brains out.

We do have a few rules; no one on one sex, it's everyone in the same room at the same time. And no one wanders outside the group. No one wants any STD's or wants to get pregnant, and Matt and Ethan have both had vasectomies. It's been more liberating and fun than I ever thought possible, and our sex lives with our husbands are better than ever.

Pammy, the reason I called you over this morning is to invite you and Danny to join us." Pam sat in shock as Shawna went on. "After you left yesterday, we talked about it and the guys were all for it. I think they just want to get a look at those huge boobs of yours! Rita and I have both noticed the guys stealing looks at them when you are over and we're using the pool."

Pam blushed, she had always been a little self-conscious about the size of her breasts and usually dressed conservatively to try to downplay them. Any weight she had gained over the years seemed to all go into her boobs, which Dan had joked that he didn't mind in the least bit.

Shawna went on, "I have to confess Pammy, Rita and I both find Danny attractive too. Those blue eyes and that thick black hair of his........oh please don't take that the wrong way Pam, we would never do anything behind your back, but we know he got clipped too after your youngest was born."

Pam looked at her friend, "I don't know about this Shawna. Doesn't it bother Matt to watch you have sex with Ethan?"

Shawna laughed, "Pammy, I found out that a lot of guys, maybe most, have a hidden fantasy of watching their wives have sex with another guy. We just went a step further. The four of us talked through a lot of things after the first night, decided that we aren't getting any younger and we were really looking for something to spice up our lives.

"Well, you sure accomplished that in a big way" replied Pam.

Shawna continued, "Sometimes the sex isn't just with Ethan, sometimes it's both guys on one of us girls, which if you haven't tried, you are really missing out. We have a lot of variety when we get together."

"Rita and Ethan are ok with this too?" Pam asked.

"Oh yeah" remarked Shawna. "You saw both of them in action yesterday."

"Yeah" said Pam, "they were pretty impressive. Ethan is umm, quite well endowed and Rita, well....wow."

Pam laughed again, "Yeah, Ethan is definitely packing, I think he got the advantage of having a black father if you know what I mean. As far as Rita goes, I really had to step up my oral sex game when the four of us started getting together. When she gets a hard cock in her mouth it's pretty much game over for the guy. She's able to swallow cum like it's not even there.

I'm still spitting a lot but boy, when the guys cum in your mouth, they just about die. There's just something that is so incredibly primal about it and the control you have over them is intense. A lot of times I'll just hold the head in my mouth, let him shoot it on my tongue, and then just push it off with my lip. It ends up on my chin and tits, but the guys love it, and we have a lot of fun even when I gag a little.

The guys end up with a lot of my stuff in their mouth too when they go down on me, which by the way they both do very well. When I cum, I cum a lot. We keep drinks and towels handy" she said with a smile. "Pam, this is all just about sex and having fun, nothing more. It's what sex should be about."

Pam thought for a moment, "Yeah, you're right, sex should be fun. I have to admit, you guys were definitely having fun when I peeked in on you yesterday."

"So you'll join us?", Shawna asked.

"I didn't say that", replied Pam. "Let me talk with Danny. I do have to say that I am intrigued in a very naughty sort of way though."

Shawna reached around behind her and brought out a disk envelope, handing it to Pam. "Maybe this will help you make up your mind. We started videoing our sessions a couple of months ago. It's a huge turn on watching ourselves. We don't share these videos with anyone- ever. You're the first. Take this home and talk it over with Danny and let me know. We would love to have you guys, Pam."

Later that evening Pam and Danny sat on the couch with a couple of drinks and Pam decided to broach the subject. She had slipped the disc into the DVD player earlier.

"Hey Dan, I picked up a movie today that I was wondering if you wanted to watch with me."

"This isn't another one of those chick flicks, is it?" asked Dan.

Pam hit the play button, smiled at Dan and said "I don't know, I think there may be chicks in it. Let's watch and see." Five minutes later as he watched his good friends sucking and fucking in ecstasy on their large screen TV, Dan sat on the couch with an achingly hard cock. He looked over at Pam, "What in the world is this? Where did you get this?"

Pam then relayed to Dan what had happened to her and also about her talk with Shawna. Dan sat mesmerized watching the screen.

"Well, what do you think?" she said. "Could you watch me fuck Matt or Ethan?"

"God, I don't know Pammy", he said. "The pervert guy in me says hell yes. Our sex life seems like it's maybe in a rut lately. What do you think? Would you be OK watching me have sex with Shawna and Rita?"

Pam replied by pulling his hard cock out of the boxers he was wearing and began licking around the engorged head with her wet tongue. She looked up at him and said, "as long as I get more of this than they do....."

The next day Pam called Shawna and told her the news. Looking at the guys' work schedules it was going to be a couple of weeks before they could all get together.

Later that morning, Pam was standing naked in front of her bedroom mirror, looking herself over. Her big round tits dominated her chest, although they had sagged a just little bit over the years. She had a nice soft patch of blonde hair between her legs that Danny did not want her to shave. She had put on a few pounds since her college days, but not bad and still looked pretty good for her age. The small amount of weight had just made her curvier and more voluptuous.

"Looks like I could get some sun," she said to herself. She fished around in her drawers and found one of her old bikinis that she used to wear. She had switched to a one-piece suit years ago when her two kids were young. The bikini was fairly snug and almost dangerously small on top, just barely covering her nipples, but for tanning would probably be fine. "I think the guys would probably like a few nice tan lines" she smiled to herself......

The next couple of weeks went by fairly quickly with the gals doing a little shopping for some skimpy lingerie for the party. All three gals purchased baby doll type outfits with almost transparent tops and then some silk robes to cover up. They also purchased the guys some silky boxers to wear.

The day of the party finally arrived, and all three couples gathered at Shawna and Matt's house. Everyone had a drink or two to help loosen up a little bit. Shawna pulled Pam aside and slipped her a Viagra pill for Dan. "Once in a while the guys take these if we know it's going to be a long evening. Trust me, I think Danny's going to need this before we get done with him" she said with a wink.

After an hour of small talk and flirting, everyone agreed that they probably needed to change and get more comfortable. The ladies all went into the master bedroom to freshen up and change into their outfits while the guys changed into their boxers in the other room. The air in the master bedroom was thick with perfume as the girls applied their sexiest make up. When they were done, they all came back out to the living room where the guys were sitting, clad in just their silky boxers.

Over the years the guys had stayed in pretty good shape between the gym, fire training and sports. Ethan was slightly darker complected than the other two men, almost bearing a slight resemblance to Derek Jeter. Matt had blonde hair and a very muscular upper build. Dan was no slouch in that department either with a patch of black hair on his well-defined chest. He had tanned a little bit with Pam which only helped to show off his definition even more.

Matt and Ethan were sitting on the couch while Dan was seated on the loveseat just across the room. As the ladies filed in, the sexual tension in the air was unmistakable. Pam and Rita took up positions on each side of Dan which left just one seat open for Pam between Matt and Ethan.

Everyone had a drink in their hand and Shawna started up the DVD player with a sexy porn movie to help break the ice. As they watched the movie, they were laughing and flirting but there was no hiding the fact that the breathing in the room had started to escalate and there were very noticeable bulges in the guys' boxer shorts.

Soon, hands started to wander a little bit and Ethan and Matt were very softly caressing Pam's big tits through her eveningwear. Across the room Rita and Shawna both had their hands on Dan's lap slowly dragging their fingers across his hard cock which at this point was standing straight up to the waistband of his boxers. Rita was the first to stand up and shed her silk robe followed by Shawna.

Pam was hesitant, having a few second thoughts, but after glancing down at the guys' clearly outlined erections straining their silky boxers, she untied her sash and removed her robe too. Ethan and Matt's eyes immediately went to her huge tits which were clearly on display through the flimsy material of her top. Her nipples had hardened into small knots and were poking against the material. She sat back down between the guys, trembling slightly with excitement and nervousness as they again gently caressed her breasts and inner thighs while nibbling on her neck and earlobes.

Across the room, Rita and Shawna, who were more relaxed and not wanting to be outdone, removed the slinky tops, fully revealing their beautiful naked breasts. Rita had very ample tits with large dark areolas and pencil eraser nipples. Shawna's milky white tits were only slightly smaller with swollen puffy nipples.

All eyes were on Pam at this point as she hesitated for a few seconds and then very slowly pulled her top up over her head and discarded it. This was new daring territory for her and she stood there naked except for the flimsy panties that hid her rapidly moistening pussy. Her big round tits were definitely much larger than either of the other girls, with beautiful large pink areolas and sensitive hard nipples. Her tanning routine had left prominent bikini lines contrasting with the pale white skin that comprised the rest of her jiggling globes.

By this time, with all the visual stimulation, all three guys had almost painfully stiff erections in their boxers. As the gals sat back down Shawna and Rita immediately went to work on Dan, slowly working his boxers down his legs and off. Rita slipped her hand around his hard cock and started to very slowly jack him off. The head of his cock was almost purple with a small amount of pre-cum leaking out and Rita smeared it around the thick head.

On the couch, Ethan and Matt each had ahold of one of Pam's huge tits and were licking and sucking her sensitive nipples. Pam gazed back across the room as both ladies slid down the loveseat onto their knees. Rita extended her tongue and started to lick and slobber around Dan's bloated cock head while Shawna went a little lower and began to tongue his balls. On their way down to their knees they had both removed their skimpy panties and were now totally naked.

Pam extended her trembling hands out to gently feel both of the guys' hard straining cocks through their boxers. She could scarcely believe that she was doing this, but the eroticism was intoxicating. Here she was, married at 45 years of age with her hands around two thick, engorged cocks, neither of which belonged to her husband. The guys responded by slipping their hands down inside of Pam's now embarrassingly wet panties and began massaging her pussy lips and clit.

It wasn't long before Matt and Ethan were both naked and Pam's soaked panties were down on the floor by her feet. Ethan got down on his knees between Pam's smooth spread thighs and began to slowly lick her drooling pussy and suck on her clit while he inserted two fingers into her hot slit.

Pam gazed back across the room at Dan and saw that Shawna had now taken charge of his cock and was slowly sucking it as far as she could into her very wet mouth. Dan's prick was shiny and dripping with saliva as the two women took turns moving around his balls and the base of his cock.

Rita then took her turn and managed to work her full, wet lips down Dan's cock, swallowing it all the way down to the root. She made eye contact with Pam as she did this and winked at her. Pam felt a twinge of jealousy but then looked down at Rita's husband with his tongue now buried deeply in her sopping wet pussy. She squeezed her big tits together and smiled, winking back at Rita.

As she did this, Matt stood up and presented his rock-hard shaft to Pam's lipstick covered lips. He looked down at her and said softly "only if you want to, Pam." Pam responded looking up at Matt and slowly licking the wet tip of his leaking cock, forming a string of pre-cum between her tongue and the tip of his prick. He slid his cock forward and her lips yielded to his fat head as he slowly slid his dick to the back of her throat. She sucked his meaty shaft for a couple of minutes as he moaned in pleasure.

As he removed his cock from her mouth, she could feel Ethan moving behind her on the couch. Matt sat down beside her and drew Pam gently down towards his lap. Ethan brought Pam's thigh up in the air and slipped his bloated prick up between her legs, resting it in her soaking wet pussy hair. She trembled once more as the first cock that was not her husband's grazed against her slick, open vaginal lips. Pam was now laying on her side facing the action on the loveseat with Matt's cock in her face and Ethan's prick at the entrance to her furnace like pussy.

Over on the loveseat, Shawna had now mounted Dan and was facing Pam, slowly sliding her fiery red pussy up and down on Dan's glistening pole. Rita had moved up farther and was straddling Dan's head, standing on the loveseat, feeding him her slick dark-haired cunt.