My name is Ellen and my husband Brian describes me as a very pretty MILF with curly shoulder-length red hair and blue eyes; I am in my mid fifties; 5’4”, 120lb, with 34C/D nice firm natural breasts with sensitive pinkish-brown nipples, a nice round silky smooth ass, long straight legs and a tight partially shaved pussy.
Brian is in his late forties, very handsome and athletic 6’3” and 190lbs with a nice big and thick cock that always seems to be ready for me. If you have read any of my other stories you will know that Brian loves to create all kinds of sexual encounters and role-plays with me as the center of attention. Our long time friend David who’s a good looking guy very similar to Brian in age and build now stays with us at least a couple of nights in the week and pretty much all weekend (lucky me).
This Friday evening we had a lot of sex and when we finally went to bed I was literally pickle-in-the-middle and before we all go to sleep I gently hold a soft warm cock in each hand intending to go to sleep this way. Pretty soon I can hear Brian has fallen asleep and I am drifting off when I slowly realize that David’s cock is growing hard in my hand. Brian turns his back to me as he is sound asleep.
Still holding David’s cock in my hand I turn on to my side so my tits are facing him and he right away buries his face between them and begins to lick and kiss them and it feels incredible when he just flits the tip of his tongue over my sensitive nipples (I bet every woman just goes to heaven over that kind of nipple treatment). I tighten my grip on his cock and slowly stroke it while he now is holding my tits in his hands and licks and sucks my already hard nipples.
It is incredibly erotic to lay right next to your sleeping husband stroking another man’s cock while he’s groping, licking and sucking your tits. With one hand David gently spreads my legs and slides a finger into my very wet pussy as I still am stroking his cock and fondling his balls and he’s also sucking my tits and nipples.
After a while I gently push David on to his back and very carefully and quietly I get on top of him with a leg on each side of his face and my face right over his poking hard cock. In this 69-position he grabs my ass and buries his mouth in my pussy and start licking my pussylips and clitoris while I slowly insert his cock into my mouth and begin to suck him in long hard motions.
After quite some time in the 69 position sucking his cock and licking his balls whale he’s eating my pussy and tongue fucking me I need to have his cock in my pussy. Very quietly I get up on my knees with my back towards David’s face, I position my dripping wet pussy right above his hard cock and I stiffen as Brian turns around so he’s facing us but from the sounds of it he’s still sleeping.
I grab David’s cock and position his cockhead against my pussy-opening and with a silent sight I lower myself onto his pole and enjoy the feeling of his big throbbing cock filling out my pussy. Very slowly I move up and down on his magnificent cock just feeling every inch of it inside my pussy. I lean a little backwards toward David so he can reach my tits from behind me.
Being as quiet as possible I ride David’s cock a little harder while he squeezes my tits and pulls my very hard nipples, it is a tremendous turn-on to fuck another man right next to you sleeping husband (every woman should get to try that sometime). In fact the slyness of this is so extremely erotic that I can feel my orgasm approaching and as that’s happening I tighten my pussy and ride David’s cock really hard.
As my orgasm hits me I don’t care anymore and I practically jump up and down on his cock until I feel him coming inside me and I let out some loud moans and groans as I keep tightening my pussy around David’s shaft making sure I milk every single drop of cum out of his balls and cock.
I’m just sitting on David’s cock enjoying the feel of it in my pussy and letting my orgasm evaporate when I get completely startled
Brian: “that was fucking hot to watch you”
Ellen: “I’m sorry I thought you were asleep?”
Brian: “oh no, I’ve been with you every step of the way and enjoyed it tremendously”
Ellen: “so you’re not mad at me?”
Brian: “hell no, I told you that whenever you want you can fuck David to your heart’s content”
Ellen: “thank you, I really appreciate that, it was so erotic being right next to you and he started playing with my tits”
Brian: “good, because let me tell you, you looked so beautiful and blessed out fucking him”
Ellen: “oh it was insanely erotic”
Brian: “well now it’s time you 69 me so I can clean your pussy before you fuck me the same way”
Ellen: “are you serious?”
Brian and David lifts me off David’s cock and places my pussy over Brian’s mouth and David grabs Brian’s cock with his left hand and with his right hand he gently pushes my head towards it and he steers Brian’s cock into my mouth. With both his hands Brian spread my ass-cheeks opening my pussy wide, puts his lips firmly against my pussylips and begins to suck like a vacuum. As Brian sucks I can feel all David’s cum running out of my pussy and Brian sticks his tongue as deep as he can and lick the inside of me
Brian: “ok now your pussy is clean, let’s work on getting it filled again?”
My cock is filled with Brian’s cock so I can’t reply.
David sticks his tongue in my mouth as I suck Brian’s cock so I slowly let go of his cock and tongue-kiss David while I slowly stroke Brian’s cock and after a little while I direct David’s mouth to Brian’s cock. Now it’s my turn to gently push David’s head down as I steer Brian’s cock into his mouth – for me it is such an incredibly erotic image to see a man sucking a cock.
I gently pull Brian’s cock out of David’s mouth and suck it a couple of times before I have us taking turns while Brian is loudly licking and sucking my pussy-lips and clitoris and inside my again very wet pussy. It’s very erotic taking turns with David sucking and licking Brian’s cock and balls and tongue-kissing each other as well and David reaches out and begin to pull on my tits like he’s milking them (this always drives me crazy wild).
Brian is sucking hard on my big pussy-lips like he’s sucking a cock which always makes my pussy go crazy while David is milking my tits in long firm strokes and he and I are tongue-kissing and licking and sucking Brian’s very hard cock.
I am so horny now that I have to have Brian’s cock in my pussy, so I move down to ride him and David grabs Brian’s cock and inserts it into my pussy as I lower myself onto him. As I slowly ride him David begins to lick my pussy and Brian’s cock and again I lean slightly backward so Brian can grab my tits.
David: “mmmmmm your pussy juices on Brian’s cock tastes good”
Ellen: “I’m glad you like, I love the taste of mixed pussy and cock”
David: “when did you taste that?”
Ellen: “When Brian was fucking my friend Liz”
David: “do I want to meet her”
Ellen: “maybe, but not until I’m ready – I really enjoy having the two of you for myself”
David: “of course, don’t worry I like it the way we have it now”
Brian: “less talk more fuck please”
Ellen: “yes master”
With Brian’s cock deep inside my pussy I grind back and forth as he pulls on my nipples and David now stands up in front of me and begin to spank my tits with his half hard cock. At some point Brian pours lubricant on my tits and smothers it all over them, he then grabs David’s cock which he puts between them and he pushes my tits around his cock so he can fuck them while I fuck Brian.
To my amazement David’s grows completely hard between my tits and every time he moves forward between them I can lick his glistening cockhead. Brian let go of my tits and David immediately pushes them around his cock while Brian grabs my hips and moves me hard up and down on his cock which is hammering my extremely wet pussy.
Brian: “fuck me you slut, fuck me”
Ellen: “I am master; I’m fucking you all I can”
Brian: “I wanna fill you pussy with cum”
Ellen: “ohhh yes, please master fill me up”
David: “I didn’t know you are submissive you titty-fucked slut”
Ellen: “ohhh yes I love to be told what to do”
David: slaps my tits with his hand “don’t forget to call me master”
Ellen: “yes master”
With David’s cock gliding up and down between my well lubricated tits and Brian is pushing me fast up and down on his very hard throbbing cock and just as I feel Brian tensing and getting ready to fill my pussy I get hit with my own orgasm. As soon as my orgasm hits Brian shoots a load of warm wonderful cum into my pussy while David again spanks my tits with his cock.
As I slowly gets off Brian’s cock David hurries between my legs with his face and before I know it he spreads my pussy wide open and sucks and licks all Brian’s cum out of me. After he’s done we all lie down with me as the pickle-in-the-middle, but I think this time we’re actually gonna catch some sleep.
David: “wow, I didn’t know you’re submissive”
Brian: “oh she’s very submissive, I’ll show you soon”
Ellen: “yeah, I love having men telling me what to do and if I’m not good enough I love to be punished”
David: “you mean like spanked and such”
Ellen: “yes I like to be tied, gagged and used and have my ass and tits spanked or whipped”
Brian: “I’ll show you our secret room tomorrow”
David: “secret room?”
Ellen: “yes, that’s where I get disciplined so I can become a better sex-slave”
David: “holy shit, that actually sounds incredibly erotic”
Ellen: “you’ll see and you won’t be disappointed”
David: “nothing about you would disappoint me”
Ellen: “that’s sweet, now I need to sleep – good night”
I then again take their soft cocks in my hands and this time I fall asleep before them.