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Arlene's Long Spermfest Weekend

By: yowser



First of a two part series. It was a long weekend...

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Although I had been looking forward to this long three-day weekend getaway for several months, the pure strangeness of it all, as well as the excitement, had my mind whirling. Not to mention some intruding stirrings in my groin, my penis in a happy state of enchanted anticipation. 

Sitting in a stretched-out lounge chair three feet to my right, looking very lovely in a white blouse and dark skirt, was my old friend Lenny's main high school girlfriend. Immediately to my left, in an Adirondack-style chair, was my old jackoff buddy, Lenny himself. 

I hadn't seen Arlene, let along thought of her, in decades, and had only just recently gotten back in touch with Lenny through the dubious miracle of internet social media. 

We were sitting, and reminiscing, on the redwood deck of his hideaway cabin in remote northern California, looking out over the grassy slope that led down to the river, shrunken now in summertime. 

Lenny had invited me out, even offering to pay my air fare from New Jersey for chrissakes, for what he said would be a "splendid weekend of pleasure" up at his place. 

I had had a grand visit the year before, and thrilling memories of a little old-time orgy still reverberated in my hopelessly wanton brain. 

He had been vague on specifics with me this time, but when he wheeled the big black seven series BMW into his driveway after the three hour drive up from the San Francisco airport, I noted a white rental Ford Fusion parked to one side, so someone else was up for the weekend too. 

Lenny had a small, subtle look of amusement on his face. I was totally taken aback to see Arlene greet us at the door.

"Rob!" she said, a big smile on her face when she gave me a hug, and then mentioned she had only come up earlier that morning herself before Lenny had left to fetch me. So she was already in on the scene. 

Sitting there in the warm afternoon sun, filtered through the forest tree leaves, we were sipping our drinks and catching up. All of us were closing in on retirement, although Lenny's wealth management skills, some of which were perhaps even ethical, had gotten him, quite happily, there first. 

Age had hit us all bit unevenly. Lenny had a sizable paunch and skinny white hairless legs that, with his shorts on, looked like they belonged to a stork, and he had filled out the big barrel chest of his German ancestors. 

He had salt-and-pepper hair, nicely cut, and large peasant facial features that had broadened over time – lips, mouth, ears – although his eyes still had the steely glint of desire that they always had, ready for a sexual adventure of one sort or another. 

I had thickened too, but I worked out regularly and was considerably trimmer, enough so, I admit, that I still found ways to admire myself in full length mirrors, clothed or not. I still liked watching my penis get hard in the mirror, it just didn't get enough practice anymore. The head hair had mostly gone, however, and what was left was close-cropped and all gray. 

Arlene, I have to say, looked good – better than the rest of us anyway. She had never been slender, even in high school, but she hadn't packed on an unseemly amount of weight in the meantime and in fact looked zaftig and healthy. She was a half head shorter than Lenny, maybe an inch or so below me. Good sturdy northern European bones.

No makeup, or at least none I could discern. Her skin was white, quite smooth, and she may have dyed her hair, which was dark and soft with a little gray at the edges, on the short side, and it nicely framed her sweet moon face. 

Her dark brown eyes were older, with some crow-lines at the corners, but her face was full and fresh looking. As I remembered from long ago, she smiled easily, with a sparkle in her eyes, always an enhancement to her looks. 

Of course her chest was still magnificent, all held in place in her white cotton blouse, big breasts straining the buttons on her shirt. She had a glass in her hand with some sort of tequila drink, and she had just finished telling a story about her second husband, not exactly flattering to his memory. 

My thoughts drifted back to the first time I had seen Lenny tail her, in the back seat of my family's Kingswood Estate station-wagon with the fake wooden panel sides I had been piloting late that April Friday evening way back. 

Several times I nearly drove off the road since I could barely tear my eyes away from the rear view mirror, desperate to catch as much of the event as possible. I had wanted to park on a hidden side road or one of the pull-offs we often used for our other illicit activities, but Lenny had insisted I keep driving as his lust would not wait. 

It seemed to me this was more dangerous than the slim chance that our mostly incompetent but still troublesome rural police would find us on a pull-off, but as usual, his will prevailed. 

His silly white rump had been going pretty hard at the end of his little copulatory adventure, its rubbery flesh clenching away as he drove his prick into her, with Arlene laid out straight on the bench back seat, her dress pulled way up and her head on the right door armrest. 

They surfaced after a few miles, Lenny with a big shit-eating grin on his face. He rolled down the window and tossed the sloppy, limp, sperm-filled condom out to land by the side of the road in our corner of backwoods New Hampshire where some poor prison roadside crewman would fish it up in his collection bag later that summer. 

"You remember Bob Murdock in our class?" he had just asked Arlene suddenly, turning his head to look at me too. 

"Big meathead?" I asked. "Red hair, dumb as a fencepost?"

"Yep," said Arlene. "What about him?"

"Remember his sister Dora?"

Arlene wrinkled up her nose. "Short? Chubby, but cute? I think she was a year ahead of us?"

"Right," said Lenny, "I never got her to fuck, but she took my prick in her mouth a good half dozen times. She'd let me come there but never would swallow my sperm. Always spit it out afterwards." 

Arlene nearly choked on her drink. 

"What! She sucked you? Dora? I don't believe it. Where?"

"In the car. Out on North Lempster Road, that secluded turn-out you remember."

"I remember very well," she made a face. "Sounds like you didn't keep 'our special place' all that special. After we broke up." 

"Well, we'd broken up." 

There was an awkward silence.

"Her tits weren't that big, but she had wonderful hard nipples," Lenny finally volunteered. "They were fun to fondle whether they were in or out of her shirt."

Another silence. Arlene appeared to be thinking.

"Her tongue was remarkably adept for a first timer," Lenny continued.

Arlene shot him a nasty look.

"Just how many other high-school girls did you fornicate with, anyway, back then?"

"Do you mean girls actually from Greenvale High? Or anyone during the Greenvale era?"

Arlene scowled. "Either, both."

"Do you mean fucked technically? Or dumped my sperm in, on, or around them one way or another?"

"Or maybe even in his own shorts!" I interjected, remembering how Lenny had told me of a tall blonde girl, Carol I think was her name, who would tease him silly on a date but wouldn't touch his penis outside his jeans. 

She would kiss him madly and rub his cock furiously through his pants until he had put a thick wet undercoating of semen on the inside of his jockeys. It seemed to be a particular amusement for her, although she wouldn't let him do anything to her more than rub her breasts through her shirt. 

I saw him on the town green one Saturday night, coming home earlier than I expected from his date, a large dark spot on the crotch of his jeans, and he was walking gingerly, like he didn't want his thighs to rub together. I guessed he was still slimy on the inside of his under-shorts with wet sperm. 

"Don't ask!" he growled at me before I could say a word. 

She drove him nuts, he kept calling her "the original pricktease" and only through a monumental effort of will on his part, since she was so handsome and he was ever over-optimistic on his chances of getting into any girl's shorts back then, he finally managed to get over her and set his sights on another target.

Arlene's face fell even further. She shrugged, "The whole number..."

"Trade secret," smirked Lenny. 

"A dozen?"

Lenny nodded.

"Two dozen?"

"Not saying," said Lenny. 

I could have given Arlene a pretty good estimate, give or take a couple cunts or so, but decided to keep silent. It was closer to the second number than the first.

We talked various sexual escapades and told stories for some time. My cock was getting worked up.

I steered the conversation to more current times.

"So how's your love life these days, Arlene?" I asked. "I would think you would have a pretty good line-up of suitors."

"It goes in spurts," said Arlene.

Lenny snorted. "Mine always has too, the more spurts the better!" he brayed, grabbing his crotch.

Arlene leveled an annoyed look at him. "After all these years, talking to you is still like talking to an eighteen-year old adolescent."

Lenny tried to look offended. 

"I'm pretty happy by myself, no more marriages, thank you very much," she said, turning back to me.

"Got the beach house on the south shore," she said, meaning Massachusetts, "from the divorce from Morris, and I can go months without a date, or even wanting one. There's work," she made a living at a small advertising firm in Providence. "I read, I paint, I do some yoga."

I looked at her, taking in her handsome shape and the easy confident way she sat in her chair. I tried to imagine her in some yoga pose, but my mind somehow kept seeing her do a pose without any clothes on, her big tits slopping to one side or another while she contorted herself around. I flashed on her doing the "downward dog" pose naked, with those big heavy breasts hanging voluptuously, like large beckoning tropical fruits, and her ass pointing skyward. My groin tightened. 

Lenny and I, in the early stages of his interest in her, had taken to skipping last period math to watch the girls' basketball team practice in the gym that senior year when the three of us had turned eighteen. Arlene had been a late-bloomer, never attractive or remarkable enough to catch our attention until that last semester of our high school careers.

Watching her drive to the basket in practice and launch towards the hoop was inevitably arousing however. We watched her breasts bounce up and down as she ran the court, as they were poorly restrained by the primitive sports clothing for women athletes back then. They moved around something lovely under her gym-shirt.

When she rose with a jump-shot to send the ball towards the rim, her soft twin orbs would veer upward with the leap and back down again when she landed. 

This prompted all sorts of physics discussions later between us: Newton's laws of motion, the actual mass of her boobs, how we might manage to calculate the actual mass of her boobs, boob density, spheroid shape deformation in movement, and so on. 

I think we even contemplated some experiments to measure her breasts' angular velocity, using her nipples as data reference points and plotted spatially on two reams of graph paper. We figured we would have to do this experiment with our subject topless however, if we were to get truly accurate data.

Her chest had kept us in constant salivation mode, not yet knowing that Lenny would soon experience her hidden wonders so intimately. I quivered at the memory. 

"You used to look dynamite in cut-offs," I ventured, thinking back to the cut-off jeans she wore those long-ago summers, faded denim with white frayed ends. 

She wore them short, and they barely contained her ass. Combined with a halter top, her dark belly button had been appealing, deep in her soft stomach. She had somehow, without us noticing, turned into a heart-stopper in our tiny little backwoods town. 

"You be up for wearing them again?" Lenny asked, eyebrows arching.

Arlene laughed. "Haven't had a pair for decades. Think I have moved on a little in the style department since then." We looked down appreciatively at her tasteful skirt and her expensive, leather-strapped sandals.

"I could fix you up," said Lenny, with a vaguely wicked grin. He got up and returned with an old pair of work jeans and a pair of scissors. 

He proceeded to cut off the legs, one leg had a hole in the knee anyway, he must have used them for yard work around the house. Not quite satisfied with the look, despite cutting them off nearly to the crotch and at an acute angle, he used the scissors to fray the edges. 

"Here, try these on," he said. "Your hips are wider than mine, but my gut is plenty bigger. I bet you could get 'em on."

Arlene gave him a long look. 

"Alright," she said, with a slight smile. "I'm game," and she stood up. 

Lenny was clearly hoping she would disrobe in front of us but she made her way inside to the bathroom. "Gotta go anyway, be back in a few minutes," she said, while we stayed on the deck. 

I got up to get another beer from the cooler at the corner of the deck.

"She looks good," I said. "You been in touch with her? You didn't say anything last year."

"I poked around and found her online about six months ago. Haven't seen her in person til today, but we have traded most of our personal history details online."

"You reckon she is up for some amusement this weekend?"

"She wouldn't have come here otherwise," he said, his eyes glinting. 

"I remember the first time I got my cock up her," he mused, and had just started re-telling that story, which I had heard a hundred times before, the details of which had become increasingly elaborate, when Arlene returned in the cut-offs. 

The button holding the shorts together was straining, her hips overflowing the waistband, "muffin top" I had heard some call the look, and her ass hung amply out the back, the creases on the underside of her cheeks quite visible. But almost more arousing, she had removed her bra, then put her shirt back on and tied the shirt-ends together under her boobs, a bit like a halter. 

The top buttons of her blouse were undone, her cleavage inviting. Her navel gleamed darkly in her soft round white middle. And every time she shifted her body, her boobs jiggled around underneath the thin white fabric of her shirt. You could see the large dark areolae that surrounded her nipples clearly through the cloth. 

"Holy shit," Lenny exhaled.

Arlene smiled beguilingly. "You like? Just like the old days?" She twisted from side to side so her tits swayed.

"Better," I said. 

She turned to me suddenly. "Sorry big fella," she snapped, a bit unexpectedly. "Flattery will get you nowhere. And flat-out lying is even worse. I can tell you very well that my body thirty plus years later is not the same, and nowhere near as nice now as it was when I was a high-schooler. 'Better' sounds like a mocking word." 

I was startled by her irritation, since my compliment was genuine. 

"That's not what I meant." I looked her straight in the eye. 

"First of all, you do look good. No lie there." My eyes took in her body, feet to neck, lingering on her boobs nestled in her bra-less shirt. 

"Second of all, at our age, you are a composite. When I see you now, besides being aroused," I paused, weighing my words carefully, "my mind races back to the old days, the times I watched you couple with the big lug," pointing at Lenny, "the days we went to the beach, and you wore that brown bikini you'd bought that your mother hated."

Arlene smiled in spite of herself. "The one whose top kept getting pushed around in the ocean surf?" she asked, eyes twinkling. "The one where my boobs kept popping out?"

"Yep. My, that was nice. And now when I see you, I get a visual of everything. You when you were eighteen, all those memories, but also I can guess a little at the intervening years, the experiences you have had since then, the way your sexuality has grown and matured and your experiences have multiplied in the interval. 

"In the flesh now, you are," I was trying for the right phrase, "a sensual totality. You pack a whole lifetime of love and lust and living into these woefully, ah, abbreviated, clothes." I ended with more of a flourish than I wanted. But I meant it. 

Arlene looked at me hard. "Okay, I think I understand. It wasn't clear to me what you meant when you first spoke up." She paused and sat down, then looked at me carefully. 

"Thank you." God, her breasts looked nice as they spread out to the sides under her shirt.

"Did Lenny tell you I would be here today?" she asked suddenly, shooting a sidelong look at Lenny.

"Nope," I said. "Took me totally by surprise." 

"What did he tell you?" she asked, eyebrows arching.

"Said it would be a 'pleasure weekend.' 'Course at my age, that can mean everything up to and including a round of golf and a nap."

Arlene laughed softly and fidgeted with her fingers. Lenny had come up to stand next to her, and was unable to restrain himself from reaching a hand down to her left boob, and began rubbing the outline of a nipple. She carefully removed his paw.

"Unhand me, animal," she said, annoyed. "We have absolutely no hurry, and it appears you have learned nothing about the female of the species in the intervening decades. For us, most of the time, slow is always, always, nicer." 

"Besides," she said, looking up at him a bit indignantly, "Here we are and I have already gone and done a favor for both of you and put on these ridiculous, slut-like, teenage-tramp, cut-off jeans. What are you proposing to do in return?" 

Lenny looked at me before answering. 

"I dunno. Wanna see our cocks?" he asked brightly.

"Let's get something straight right now," went on Arlene. "I am not necessarily adverse to having some pleasure with you gentlemen." 

I couldn't quite tell if she was applying a sarcastic tone to this last word. 

"But the street will be two ways. Understood?"

We both nodded. 

"Good," she said, and stood up. Lord, how nicely her chest moved when unrestrained by a bra. 

"I have something for both of you," she said, reaching inside her purse. 

"Do you want red or blue?" She directed the question to me.

"Blue's a boy's color," I said, and Lenny snickered. 

"Okay, I'll take the wimp red one," he said, "whatever it is you're handing out. Balloons?" 

She handed us each a small article of clothing, and we both examined them.

"Thongs?" I asked, a bit astonished.

"Not quite," Arlene said with a sly smile. "Why don't you both go put them on. You can keep your sandals or footwear on if you like, but nothing else."

Lenny and I looked at each other stupidly. 

"Go on," she urged. "I aim to take a quick walk down by the river to check it out in the meantime. I reckon you'll be done in a few minutes by the time I'm back," and she sauntered off. We both watched her soft, wide appealing ass sway from side to side as she stepped carefully down the path to the river. 

We looked at the handful of fabric in our hands, all strings and a pouch thing attached.

"I know better than not to keep her amused," muttered Lenny, and he took off his shirt and shorts and pulled on the tiny garment. 

It looked even dopier than a thong, basically just enough fabric to hold your bundle together, not even very well, and thin cords of a waist band with a string that ran down your ass-crack to the bottom of the pouch. 

I had to laugh as Lenny stood up, his balls and penis inelegantly hogtied into submission, but Lenny insisted I follow suit. 

Shortly we both stood up tall and checked each other out. All white skin, with our pricks and nuts held in place with these silly things. 


Arlene's Long Spermfest Weekend Ch. 02



The next afternoon we were sitting out again on the deck, and I was starting to wonder how we would handle our second day of orgiastic pleasure. Lenny had talked Arlene into wearing the cut-offs again, and had succeeded in having her go topless. 

She insisted on having her blouse nearby "in case anyone comes by" which Lenny said was near impossible, due to the remoteness of the place, the fact that it was a Saturday and not even a UPS driver would be by, and even if he did, there would be a ring at the front door anyway. 

I don't think she realized just how isolated this little corner of northern California was. Of course, what else made her concern illogical was what we had done out on the deck the day before. What if someone had come by then, Lenny and I with erect pricks out, her with her shirt off, all of that?

But I couldn't stop looking at her today. She had showered the night before, her soft dark hair looked handsome around her full, fresh-looking face, and she was smiling and chatty today. Her big tits with their smooth white skin were inviting, the blue lines of her veins visible under her clear skin. I found myself entertaining fantasies about different ways of splattering them with my sperm. 

Her areolae were large and dark, and I wanted to see her nipples erect, like little bull's-eyes inside their dark-rimmed circles. I visualized puddles of sperm on her chest, a little drop collected at the end of a nipple. 

I sighed and a little shudder went through my hips. I could get used to this summer California weather. It was warm, but dry, and your sweat vanished quickly unless you were in the midst of something serious, maybe like fucking, I thought with a silent laugh. The sunlight was dappled, just the slight sound of the diminished river was off in the near distance. The beer I had felt nice and cold in my hand. 

Lenny had a Hawaiian shirt on and khaki shorts, his eyes sharp as he keenly enjoyed seeing Arlene without her shirt on. She had gotten up for another drink and Lenny eyed the back of her cut-off jeans as she bent over the cooler.

"I sure would like to get my prick up that sweet ass of yours," he said, marveling at the soft heft of her rear end, her ass cheeks hanging out the back. "You be up for that Arlene?"

She laughed. "I cannot imagine that happening," she said. "Not a big fan of anal. Just a few times in my life. Although your prick is small enough it would be more comfortable than the last one."

Lenny pretended not to have noticed the insult. 

"I bet your anus would clamp down lovely on my cock," he said. "I could be fingering your clit at the same time," he said hopefully, "and you'd come handsomely." 

"Not a chance," said Arlene.

"No way to entice you? At all?" 

Arlene got a beer and sat down, her tits splaying off nicely to each side. She considered the matter for a moment. 

"Well maybe..." she said thoughtfully.

Lenny's eyebrows went up. "Yeah?" he said, "what would it take?"

She looked off in the distance, pondering. 

"If I could see Rob take you in the ass first."

I wish I could have taken a photo of Lenny's face right then - mouth open, eyes wide - it was priceless. 

"His balls buried up to your rump, his cock plunging in and out," went on Arlene with a huge smile. 

"I'd even pull on your own poor helpless prick at the same time just to sweeten the deal." 

You could see Lenny trying to process the image she brought up. He shook his head violently. "Nope." 

"Not even for a chance to pack your own peter into my rectum?" taunted Arlene. "Feel my anus scrunch tight on your throbbing cockhead while you spurt your thick manly cum up my ass? Have a hand on each of my boobs?" She waggled her chest with delight. 

Lenny shook his head. 

I was relieved. Generally I never minded seeing Lenny lose out on some sort of bet or contest, as long as it wasn't with me, but while willing to try all kinds of things, putting my penis into my old jackoff buddy's asshole was not one of them. Even old perverts have their limits, I reasoned. 

Although, on the flip side, it would have been a treat to watch him sodomize sweet Arlene, and the pleasure he would have taken doing so would have been both considerable and memorable. 

"Ah well," sighed Arlene, in mock disappointment, "too bad." She lay back in her chair, a big satisfied smile on her appealing moon face. 

After a pause, we each settled back with our drinks. The talk ranged all over the map, Lenny asking Arlene about what it was like going through life with big handsome tits and all the drooling male attention they would get, Arlene wondering why guys were so tits-happy, us asking her about her favorite cocks, she prodding us about previous lovers, wives, partners. There wasn't much we didn't talk about. 

Lenny's eyes were gleaming now, as his imagination was getting the best of him.

"Alright Arlene, you've heard about us a bunch. What about your best sex? Come, tell us."

Arlene looked up, thinking. "You guys want the truth?"

"Why wouldn't we?" said Lenny. 

"You won't be offended?"

"Not sure how that is possible," said Lenny.

"Best orgasm I ever had was by myself."

Lenny nodded thoughtfully. "You didn't have to worry about anyone else," he said.

"Right. And the setting was perfect."

Arlene related a story of a solo spa weekend she had spent on vacation six months after her second divorce, somewhere north of Santa Fe out in the high mesa land. She had splurged on a resort, and had just gotten a massage that afternoon and was all relaxed, sitting out on the little secluded balcony that was attached to her room. 

"Mountains in the distance, warm dry air," she said, reliving the memory. "I hadn't make love for ages, but right then I was very attuned to my body."

"It was very private, no one could see you from anywhere, the solitude really most pleasant. I decided first just to take my clothes off and sunbathe," she said. 

"It was gorgeous. Something about the air, the smells, the freshness of everything, probably because my body was already relaxed and receptive. It really feels good to be naked outside, just not so easy to do usually. I felt my hand drift down to my crotch, and I began rubbing, just gently at first. It felt good."

Lenny was looking intently at her. 

"What were you thinking?" he asked softly. "Did you think about lovemaking with someone in particular? Or some particular arousing activity? Some fantasy? Guys do this all the time."

"No," said Arlene. "Not at all. I just closed my eyes and focused on my sensations. I went very, very slowly, often reaching a certain level of intensity, and then letting my fingers go elsewhere. 

"I would rub my chest, my nipples, my belly, the inside of my thighs, softly caress the hair on my groin and then always come back to my vagina. It probably went on for over an hour, and my first climax was so intense the stretched-out chair I was in ended up shaking violently. I came four more times, way more than usual, and each very strong." 

"Wow, nice," said Lenny. "How did you make yourself come? You'd rather a finger than a vibrator or something else?" 

"Rather my own finger and hands," said Arlene. "I don't like vibrators - too intense and you cannot modulate them like can your hands. I don't masturbate very often, most women don't do nearly as often as I think you guys do, it's different for us."

Lenny looked hard at her. 

"Show us," he said quietly. "Show us how you touched yourself." 

Arlene gave us a sultry, thoughtful look.

After a moment she said, "Okay. But you both have to do the same." 

Lenny and I looked at each other, and he nodded. 

He was the first to stand up, and he pulled off his clothes, then sat down in his chair, pulling it into a circle so that all of us could see each other. I followed suit and Arlene slipped out of her shorts. In the daylight her crotch hair was striking, a fetching dark triangle against the pale skin of her groin.

"Do you always close your eyes?" asked Lenny. 

"Yes," said Arlene softly, "that allows me to focus just on the sensations. It's funny, I usually close my eyes when sucking a cock too, for similar reasons." 

Her fingers were playing lightly over her lips, you could see her slit when she pushed her labia aside, a lovely pink red color. 

Lenny's left hand was cradling his balls, slowly running them through his fingers, while the fingertips of his other hand were sliding, ever so slowly and gently, along his half-erect shaft, slowly lengthening, lingering at his cockhead on the upstroke to tickle the pointy engorged head.

I swallowed hard. Two of my oldest friends were masturbating right in front of me. I looked down at my own prick, which was standing straight up. 

I ran my fingers lightly over the ridge along the edge of my prickhead and coaxed some nice tingling feelings out of it. I was aware of eyes on me and looked up. Arlene's fingers were still in her crotch, Lenny's fingers idly running over his prick, both of them intently staring at me. 

"How long will you take?" asked Lenny, addressing Arlene.

"A good session will be half an hour or longer. If really aroused it can be a couple hours, maybe three or four climaxes." 

Lenny sighed, "Three or four..."

We had some trouble deciding how we were going to continue. Lenny wanted Arlene to take her time and go all the way to an orgasm while we watched. 

Arlene insisted we continue all together. Like most of our plans and little trajectories that weekend, it ended up going in a different direction anyway. 

As Arlene sought, we continued to massage ourselves. It was great fun to look over and see Arlene's finger way up her cunt, pressing the heel of her hand on her mons, and scrunching up her face, then look at Lenny's left hand with a death grip on his balls while he stroked his great gleaming cock up and down. 

He had slicked up his hand with saliva to make his cock glisten. We were silent, but very intent, alternately focusing on pleasuring ourselves and then pausing to take in the sight of the others. 

At one point Lenny couldn't resist standing up and going over to Arlene's recliner to get a closer look, one hand still on his prick and pulling on it while he watched her rub her crotch. Her eyes had been closed and it appeared she was getting close to a climax, but she had heard him come over and looked up. 

Lenny's cock was hard, pointing straight at Arlene. His pointy cockhead was red, wet, menacing. She gave him a look. "Come closer," she said softly. 

Lenny edged nearer, cock waving from side to side. 

Arlene swiveled her legs to the side and sat at the edge of the lounge chair. She leaned forward to kiss the tip of his prick. My groin spasmed, it looked so nice.

She leaned forward some more, her heavy breasts swaying forward as well, and slowly and quite deliberately paid homage to Lenny's prick. 

She kissed the tip, took the head into her mouth, and sent her tongue around it, licking the underside and making his hips quiver. 

She reached forward and held his asscheeks with her hands, and gradually, bit by bit, took his entire length down her throat, til her nose was buried in his groin thicket. I swallowed hard. I wanted it to be my prick in her mouth.

I could see her working her mouth on him, his cockhead must have been a good ways down her throat, and Lenny's face was all scrunched up. It began to look as if this was perhaps not just a short diversion from our group solitary pleasures.

She withdrew a bit and went back to work on his cockhead, sliding it in and out of her mouth, taking time to lick the underside of his shaft. She took frequent breaks to nuzzle and lick his balls while she used one hand to slide up and down his slobbery wet prick. 

I found that I was holding my breath while watching them. Lenny had put his hands on her shoulders to steady himself, his face was red. His eyes were riveted on her actions, the way she held his cock, her mouth and lips moving up and down his shaft.

She was very slow, focused on each movement and action. It was the kind of attention that only came from a deep long desire to please, and she looked like she was enjoying every moment of it herself.

She licked his cockhead lovingly. She held his prick up vertically with one hand and pushed her nose into his balls and rubbed them over her cheeks, smelling them with obvious delight. She ran her fingers along his asscheeks and under his scrotum, pressing and stroking his perineum just as if she knew exactly what he liked. 

She paused and examined his cockhead, all wet and engorged, and gave me a quick almost conspiratorial smile, holding his stiff cock up as if for inspection. 

Then she went to work at him with a will. She took him deep again, then ran her lips up and down his shaft rhythmically, pausing at the head to give him a good wet tonguing. 

She disengaged from time to time, to catch her breath, and feel the stiffness Lenny's cock brought to her hand. It gleamed wet in the sunlight, the veins clearly visible. She held it like a trophy, appreciatively. Then back again she went, her mouth over his prickhead, suckling something lovely. 

Her eyes were closed, it was easy to imagine the pleasure Lenny was experiencing. Lenny's ass cheeks began to quiver, and his hips moved uncontrollably. 

Arlene kept her eyes shut, she had his prick in her mouth as her whole sensory attention. Lenny pressed forward, holding her shoulders tensely, and all of a sudden his ass cheeks began clenching violently. 

Like the other night, I saw a faint smile on Arlene's face while a cock was in her mouth, and I watched her begin to swallow, as Lenny pulsed his sperm into her, now fucking her face uncontrollably with quick, short spasmatic movements, his hands gripping her shoulders hard. 

Several times her throat contracted, her nose full hilt into his groin, and I will not soon forget that sight. Lenny's head was thrown back, he was unsteady on his feet, I saw even his toes tighten. He had humped her sweet mouth something fierce. 

Arlene finished swallowing and took her time to continue to go over Lenny's prick, up and down, very gently I thought, until Lenny couldn't stand even the slightest touch anymore and withdrew. 

His prick slopped out, the head reddish purple, already dwindling, his shaft like a thick, limp garden hose, and everything was wet with her saliva and his left-over semen.

They exchanged looks. 

"That was divine," Lenny finally said, exhaling. "You drain me as well as ever," his cock shrinking further. Arlene had a gleam in her eye, and nodded, running a hand under his balls. 

Lenny staggered over to his chair and sat down. His prick lolled lifeless and spent on his thigh. Arlene gave me a look.

"Like a seat here?" she said, eyebrows arching, as she got up out of her chair.

I was not slow to respond and sat myself down. 

She squatted beside the chair and ran her fingers over my fairly erect member. She examined it with some care, tracing fingers over the edge of my glans, noting its shape and feel. Her eyes were intent, and her fingers hefted my testicles, as if weighing them, sizing them up. She was deep in her own world. 

I adored the slight pressure she gave my balls with a soft squeeze. She slid one fingertip along the tip of my cock, probing gently into my piss-slit. With a smile, she gently stroked my shaft and prickhead, observing how my cock reacted to her touch. 

Any woman who does this sort of worshipful examination to a man's cock gets my thorough, enthusiastic vote, it really is nice to have your cock treated like some sort of divine entity. 

She tickled the tip of her tongue over my piss-slit, then slid her tongue's soft wetness around my cockhead. I wanted to watch but closed my eyes. Warmth and wetness, little tingling feelings going on all over. 

I felt one of her hands heft my balls, running them through her fingers, and then opened my eyes as she shifted and settled in between my legs, gently spreading them apart. Giving me an absolutely lascivious look, she began to suckle my balls, one at a time, running her fingers up and down the inside of my thighs. 

My hips quivered involuntarily. Perhaps in response to my comments from the previous day, she took a long time on my testicles, sometimes holding my prick in one hand, but mostly just getting every square inch of my nuts wetly touched and caressed by her tongue and mouth.

She rose up over me a bit, kneeling, and dropped her mouth down over my cockhead. After my ball workout, the change of focus to my cock was sudden and delightful. But she kept the fingers of one hand working on my testicles, squeezing, grazing with her fingertips, reminding my balls that their job was to produce as much liquid nourishment as possible. 

I came close to climax a couple times, which she seemed to know, as she would leave off her more intense attentions, and divert me by rubbing her tits over me, one time batting my face side to side with the inside of each of her heavy soft breasts. They had heft, and were thoroughly enthralling as I got smacked with them. Lenny's eyes were on our activities like a hawk. 

But each time she returned to my prick, and the crisis could not be put off forever.

For this, she knelt by my side, and licking a prick this way is always nice since her tongue could reach around all parts of my glans ridge, now absolutely desperate to trigger my sperm forth. But even then, she managed to slow things down, keeping light contact with my prickhead with her tongue and lips, and not giving quite enough pressure to make me climax.

She licked along one side of my prick, gave it a few strokes with her hand, and then settled over it for serious. I was so excited at this point that by the time her mouth had completely encircled my prick, I was just about ready to spurt. 

Up and down, with increasing tempo, wet and smooth with a tongue now making full contact with everything it reached, I felt my balls tighten. She squeezed them, encouraging them on. 

Looking at her sweet mouth working me over sent me over the top. My ass-cheeks clenched violently and I sent a good pulse of sperm into her mouth. 

She suctioned this, and the next half dozen thrusts I made, my hips struggling to force my fluids forth. 

Feeling my semen jet into her mouth in a series of strong pulses was intense and immensely satisfying. Her throat contracted as she took my sperm deep into her mouth, her eyes still closed, but a half smile, again, on her lips as she sucked the last bits of sperm out of my loins.

My groin was very happy. I sat there, looking intently at Arlene, who returned my gaze as she continued to work her lips up and down my penis. She had just taken two good long loads of semen from two separate ardent cocks into her mouth, and did not seem displeased with her efforts.

"Now we need to return the favor," Lenny's voice came in, softly.

Arlene shook her head with a smile, wiping her mouth with her hand. "No, I'm good for now. You boys have got my juices going all right, but I think I want to save myself for after dinner." 

She made herself comfortable at my old seat, while I took a towel and cleaned up my crotch. 

We were quiet for some time, looking at each other. Lenny's cock had retreated, totally limp but still wet. Mine likewise had gone flaccid, sitting on the chair it was all soft and damp, its shrunken head nestled limply between my legs.

"So," she gazed at us. "Nice. But I would like to hear what sorts of little fantasies you would like to be engaged in the rest of this weekend." 

Lenny was about to reply, but Arlene continued. "I want you to write them down. Depending on what I like, what seems doable, what sorts of excitement it causes in me, maybe we will act out one of them tomorrow." 




Arlene's Long Spermfest Weekend Ch. 02



So Arlene had us rustle up pen and paper. Lenny wanted to use his computer notebook but Arlene insisted on handwritten notes only. I only found out later that she didn't want them recorded in a form that could be denied at some future time, so it had to be in our own hand, which would serve as a prod to our identity and her memory of our time together here. 

It was apparent that she had given a lot more thought to this weekend than Lenny might have guessed. 

I sat there for awhile, thinking, all the time stealing a glance over at Arlene's chest, which I had a reckoning would figure in my plans. 

She had pulled out a book, and was reading. She had small reading glasses at the end of her nose, no clothes on at all. I put her in incongruous roles. Librarian? Business executive? Her appearance was lovely.

I looked down at my cock, all soft and spent. Lenny was writing furiously, totally engrossed in his work. His prick was mostly limp, lolling over on one thigh, although it stirred from time to time as he wrote. 

Back in the old days, each of these proud cocks would have been hard again by now, even after a short interval, especially with our brains re-engaged with erotic thoughts. A handsome naked woman a few feet away would have meant instant, automatic erections.

But we were old farts now, curse it all, and recovery time had taken a beating on our once youthful pricks. 

Once I started writing, I couldn't stop, however. I generated a couple different scenes, one fairly tame one which indeed involved Arlene's chest and my cock, doing all sorts of lovely rubbings over her boobs and ending with my sperm all over them (or in her mouth, I made sure to give her an option, hoping she would go for at least one of them.) 

I had Lenny fucking her doggie style while she sucked me, with a few other diversions thrown in. I also generated another scenario which was a bit more daring and a little risky. I wasn't sure if Arlene might think it took things a little too far.

Lenny finished his piece and passed it on to Arlene, who folded it and put it away in her purse. I silently handed my own draft over as well. At the very end of my piece, I had written a postscript suggesting that if Arlene was up for my second scenario, that we should find a way to talk beforehand without Lenny around.

We ate happily at our evening meal later, with good wine on hand, all of us at ease with our day so far and looking forward to our post-dinner amusements. Lenny had sharp predatory eyes on Arlene, hopeful for another good night. I think he was intrigued that Arlene had deferred her own pleasure that afternoon. 

She was dressed a bit less provocatively than the night before, with a loose blouse and long dark skirt. Still we couldn't keep our eyes off her, our imaginations fired by the prospect of another night of pleasure. 

We retired to the bedroom with less drama than the day before, but each of us in a heightened state of expectation. 

I have to say that that Saturday evening was about the most enjoyable two-cock, one-woman experience I have ever had, not that I had a lot of these under my belt. For one thing, it was protracted, and the pricks of Lenny and I kept sliding in and out of various arousing events a good pile of times over the next couple of hours. The goal was pleasure, for all of us, and we weren't in any hurry. 

Somehow or another, without any of us saying as much to each other, Lenny and I began by disrobing Arlene. We took turns removing one piece of clothing after another, until she was standing in front of us without a stitch on. 

She was smiling, and then in her turn she removed our own clothes. We stood looking at each other, soft wide grins on our mugs, our cocks just beginning to stir. 

Lenny made a grand gesture to the bed. "A back-rub perhaps? May we attend to your goddess body?" 

His eyebrows arched. Arlene smiled and nodded, and laid herself out face down on the bed. Lenny shot me a glance, and we began to work her over. 

Her skin was so soft, so white, she looked absolutely inviting laid out on the bed, her head turned to one side.

We each took one flank, beginning with her neck and shoulders, and consciously mirroring each other, we worked our way down to her waist, then in silent agreement, shifted to her feet and worked our way back up to her luscious rump. 

It was both satisfying, and arousing, to feel her muscles grow more relaxed as we squeezed her flesh and felt her underlying tissues release their tension. Of course we were both delighted to finally reach her rump-cheeks, which somehow got more attention than the rest of her, all soft and wide, the most amazing shade of pale white, and marvelous to the touch. 

We spread her legs a bit and made sure her inner thighs got their share of attention, and it took every ounce of willpower Lenny had not to finger her cunt or otherwise begin to fondle her cuntlips and entry, as we had a good view of her labia just slightly spread apart from the rear, beckoning to a most extraordinary degree. I wanted to mount her from the rear, right then.

But, we had her turn over and began again, each of us going down each side of her, somehow her breasts requiring more attention than other parts of her. Her nipples weren't small, but only appeared that way compared with the rest of her boobs. She had big dark areolae, lovely circles around her nipples, with little bumps on them. We were sure to make sure they got their fair share of love. 

Her breasts were soft and heaved off to the side, all liquidy in their feel. I never understood how a big chest always could look so flat when lying down when it looked meaty standing up or sitting, but we had great fun with them, hoisting and hefting them, attending to their erect nipples and basically assuring them enthusiastically that they were the most desirable, voluptuous breasts in the world. 

We finally began our descent, and only reluctantly, like with her back, turned to her feet before gradually coming back up to her groin.

Once there, however, Lenny looked over at me. It was not going to be as easy to share duty here as with her asscheeks, and he asserted right of first acquaintance. He began playing his fingers over her cunt hair, and her nicely opened lips, the crimson gash visible inside like a talisman. 

I decided I would just travel her perimeter, kissing every square inch of her body that presented itself, worshiping at the shrine of her skin. I kissed her neck, her shoulders, her legs, and found a way to lick and nibble on her ears and nipples.

Arlene had propped her head up on a pillow at this point and was looking at us working her over, smiling not quite demurely, but in a subtle, thoroughly delighted way. Lenny's eyes were shining as he played his fingers over her labia, noting their moistness and the obvious delight he was causing Arlene. 

It was only a handful of minutes of this however, before Arlene sat up at the top of the bed and motioned us to sit next to her, one of us on each side. 

"Let's slow down," she said softly. "This feels too good to rush." We were happy to comply.

She reached over with each hand and fondled our cocks, which had grown half-hard with anticipation while we had attended to her body rub. 

We saw Arlene's gaze drift over to the mirror, and our eyes followed suit. The sight was enchanting. Big buxom handsome Arlene was sitting between Lenny and me with a hand on each of our cocks, the lit candles illuminating the whole scene with a soft, inviting light. You could see our pricks twitch and bob with her touch, as she lightly caressed them. 

Lenny smiled broadly and posed Arlene what I imagined was a rhetorical question: "Two cocks in the hands worth one in the bush?"

Arlene laughed softly. "No, but this is plenty nice at the moment." 

Lenny's hand had drifted to her crotch, and was fondling her inner lips, now damp and glistening. She spread her legs a bit more, giving us a good look at her increasingly aroused notch. 

Arlene toyed with each of our cocks, turning her head from one to the other of us for an extended kiss, her tongue playing inside my mouth in a way that would have exploded me in high school. I had a hand on the breast closest to me, hefting it, rolling her erect nipple between my fingers. 

At one point she had put the fingers of each hand into a conical, tepee-like shape, and was grazing the sides of our glans with her fingertips, up and down, like a jellyfish moving, just giving light pressure to the underside of our cock-ridges. It felt marvelous. 

Then, she took turns again, of a different sort, and leaned over to take Lenny's cock in her mouth for a quick exploration, then mine. This sight too, was splendid in the mirror, her big breasts hanging handsomely while her mouth went to work on each of our cocks, then turning and going to the other. 

Lenny shot me a look as her tongue worked me over, her mouth moving slowly up and down my shaft, while she kept a hand on his tool. His eyes were narrowed and filled with lust.

Without a word, he removed himself from Arlene's grip, and rearranged us, so that Arlene was kneeling between my legs, her head in my groin. 

"Take Rob all the way in," he urged softly, and I watched, and felt, Arlene's sweet mouth go all the way down my shaft, til my cockhead was at the back of her throat, her nose buried in my groin hair. I felt her squeezing on me, wonderful sensations radiating out of my cock.

I could see the top of her head, her broad back and wide ass beneath and in front of me, and her spread asscheeks and split cuntlips in the mirror.

And then Lenny made his own move, shifting himself up behind Arlene's rear, and feeling up her cunt with one set of fingers. She smiled with her mouth on my prick, and spread her legs a little further so Lenny could reach her better. I shifted them both a bit sideways so I could get a better look at them in the mirror. 

Lenny sidled up to her ass and methodically slipped his prick up her. 

Looking straight at me he had a look of complete enjoyment, and began to slither his prick in and out of her, holding her hips while he pushed his pelvis into her. 

The sight in the mirror etched itself indelibly on my mind. I couldn't see Arlene's face but her head was moving up and down my cock, pausing at the tip to lick and suckle, while her breasts hung down and moved rhythmically while Lenny plowed into her, his ass cheeks clenching and making little saucers with his movement. 

From time to time I reached under her chest to cup her soft heavy breasts, feeling them sway forward and back in time to Lenny's thrusts, and tweaked her nipples.

We continued like this for some time, Lenny demonstrating remarkable stamina in his slow deliberate fucking, my cock growing happier and happier, and closer to climax. 

Lenny was soon sweating hard though, sometimes laying his chest down on Arlene's back and reaching around with his hands to fondle her hanging breasts. 

Arlene was the first to disengage, Lenny's prick slipping out, hard and glistening, and we each watched to see what she might want to do next. Her face was flushed and hot, and her eyes were shining.

"I want to come. Who wants to lick me?" she asked, peering at each of us.

Lenny and I both looked at each other. I wanted to, but was waiting to see if he did too. 

"Go ahead," he said quietly, and we arranged Arlene spread out on the bed with me nestled between her legs. She smelled good, aroused, a rich and dark aroma which her cunt hair held nicely. She was exceedingly wet.

I tickled my tongue over her notch, delighting in the smoothness and dampness of her inside lips, and feeling her cunt-hair graze my nose. I was lying down, and could feel my erect cock pressing hard against the bed.

Lenny moved up to her head and had her take him in her mouth, dangling his prickhead in for a good suckling. He would withdraw from time to time and rub the underside of his cock all over her face, in her hair, along her nose and cheeks. 

I could feel her getting closer, and darted my tongue up her channel, her cunt contracting on my tongue.

Lenny then squatted over her head, facing me, and dropped his balls into her mouth. He shot me a glance of almost evil pleasure. She suckled them while he pushed his ass into her face. 

Her thighs tightened and loosened around my head. She must have clamped down a little too hard for comfort once on Lenny's balls however, probably involuntarily reacting to her own approaching pleasure, as he abruptly disengaged from her mouth and began to plow his cock along her chest. 

She obliged by holding her tits together to make a nice furrow for his prick, and I was treated to the sight of his prick thrusting forward between those luscious boobs, its head appearing at the top of one stroke, only to disappear between her tits on the return. It was almost comical, seeing the red pointy prickhead frantically emerge and retreat as Lenny fiercely drove it in and out. 

We were all sweaty wet by now, our skin surfaces sliding against each other, the whole room humid, rank, filled with the earthy smells of people in lust and working towards their pleasure. 

Lenny's face was flushed, he was thrusting pretty energetically. Her tits were just about perfect for this little endeavor, large and soft enough to make a sweet soft valley for his humping. Arlene had clearly done this before. Lenny's eyes were on the mirror, taking in the sight of me licking Arlene, while his cock plowed up and down her chest. 

I reached under Arlene's ass to hold her cheeks, which were squeezing vigorously at this point. I looked up and saw Lenny make a face and grunt, and his sperm jetted out from his prick between her tits. He kept humping and this apparently sent Arlene over the edge too since I felt her roll her cunt into my tongue and climax in a series of rhythmic clenchings. She came hard, with noisy exhalations, I could feel her whole body vibrate underneath me.

Lenny's prick was barely a foot from my face, his sperm oozing out now from his cock's head and leaving a mess on Arlene's belly. 

Arlene was easing off, her body relaxing, but I continued to lick softly. My own cock was in an unbearable state however.

When Lenny finally slowed down and dismounted, stopping to kiss Arlene and rub her chest, I wasted no time and climbed on top of her myself. I slid my prick in, her channel all soft and lovely, and began thrusting immediately. 

Lenny's sperm squashed around in between us, as I slid along her soft wet body. Between feeling Arlene's climax myself and watching Lenny spurt his semen just a few inches from my face, I was so worked up I felt the crisis mounting quickly. 

Arlene was pulling my asscheeks apart, I could feel my anus get spread open. My thrusts increased in both speed and depth, my prickhead in a delightful state as her cunt gripped me on upstroke and down. My balls were churning, and I felt the first pulse of sperm leave me. I hadn't been in her more than a couple minutes but the evening's excitement had been too overpowering. 

I launched a good six or seven spurts of sperm up her, very strong and satisfying. Arlene's cunt squeezed on me hard, and she continued to clench me as I pulsed my semen into her. She smiled and pushed her tongue into my mouth, and we enjoyed a long kiss. I felt my prick go limp, almost instantly.

And then I lay still. My body was completely drained, Arlene all soft and wet and warm underneath me. She ran her hands softly along my back, and Lenny leaned over for his turn to give her a long grateful kiss. We lay together in a mass there for some time, and I finally rolled off. Lenny was stroking his prick, still sloppy limp, hoping to get it up for another round, but Arlene was spent. 

Her eyes were a bit glazed, she was all sweaty and her body was still slimed with Lenny's sperm. I looked down and realized my own chest hair was matted down with his leavings as well. 

She had climaxed strongly and looked a bit overwhelmed. She gazed dimly at each of us, mumbled something about needing a shower and kissed us each goodnight before we could even react. 

Lenny and I looked at each other's pricks, all shrunken, wet and dangling. We grinned at each other and made our separate ways to bed. If Arlene hadn't been in the shower I would have taken one myself, as I felt and smelled Lenny's semen on me. As it was, my cock wasn't exactly sore, but had gotten more of a workout in the last couple days than I usually managed in a month. I was drained, and fell asleep very quickly that night. 

After lunch that last Sunday, we settled again outside in our now regular chairs outside on the deck, Arlene in the stretched-out one while Lenny and I took the Adirondacks. Arlene had on a long-sleeved white blouse, no bra, and I noticed Lenny's shorts already had a bulge in them.

Arlene and I had risen earlier than Lenny that morning and hatched a little plot for the afternoon. I was pleased she thought my idea was of interest but was a bit anxious as to whether we would be able to pull it off successfully. 

"So, after reading our little treatises, what do you have in mind for us?" Lenny asked, a little too eagerly I thought. 

"Interesting ideas from both of you," replied Arlene. "Thanks for taking the time and thought to do them." 

Lenny looked pleased, and grabbed his crotch. The outline of his stretched-out cock was visible down one pantleg.

"So whose are you going to adopt?" asked Lenny, sending me a sidelong glance. 

Arlene smiled serenely. "I actually want to do a composite. A little of each."

Lenny nodded, "Sure, that's fine."

Arlene stood up, Lenny's gaze following her.

"You mentioned using the lounge chair?" she said, addressing Lenny. Arlene had indeed relayed to me that this had been one part of Lenny's little fantasy, which we had worked into our plans.

"Yes I did." A Cheshire-cat grin covered his face. "Are we on?"

"Why don't you remove your clothes and have a seat?" This was accompanied by a sultry smile. 

"Let me get the camera bag," I said, going inside and returning with Lenny's photographic gear, plus a few other items I had secretly stuffed in the bag earlier that morning. It was a good rig, a nice expensive Canon, tripod etc. 

"I'm glad you mentioned the camera today," I said to Lenny, pointing to his gear. "I don't know why we didn't think to have it out earlier this weekend." 

I thought back to the photos we had taken last year. Some of those images had managed to excite my brain more than once since we had snapped them.

"I think we were just a bit involved in the here and now of things," drawled Lenny. "But today's a good day to get some of our adventures recorded for some later enjoyment and the memories."

I'm not sure he would have said that if he knew what was in store for him. 

He had pulled off his shirt and shorts, and peeled away his undershorts, taking a seat with his legs outstretched. I put the bag at the foot of the lounge chair, unzipped it and got the gear out. Lenny laid back and looked towards Arlene, who had circled around the back of the chair. Lenny had to look straight up to see her. He had started to casually stoke his penis, already full-length although not quite erect, hoping for good things to come.

"Why don't you spread your legs so I can dial things in to get a good shot of your prick?" I asked Lenny, who complied, all the while looking up at Arlene's face and her bra-less breasts stuffed inside her shirt.

I positioned the camera on the tripod and took a good close-up zoom shot of Lenny's crotch, his cock just beginning to stir, stiff enough to lay out thickening on his thigh.

Looking down at him the whole time, Arlene slowly unbuttoned her blouse, so that her breasts hung free, her shirt-ends framing them nicely. I got a nice shot of her as well, an amused smile on her face as she gazed at Lenny. I held my breath. 




Arlene's Long Spermfest Weekend Ch. 02



Lenny had a delighted look on his face, as she leaned forward and draped her boobs over his face, nipples grazing his cheeks. She waved them from side to side, their heft enthralling as they swayed. She dangled them over his eye-sockets.

"Aren't you going to feel them up, you big stud?" she asked with a coy smile, keeping them just out of reach, and Lenny extended both hands upwards towards them. 

This was our prearranged signal and then commenced a sudden flurry of activity. While they had been talking, I had pulled out the rope I had put in the bag with the slipknot pre-tied, and was ready to go. 

As soon as he reached up, Arlene grabbed both his hands and held them tightly up at the corners of the lounge chair's edge. I got the slip knot over his right ankle, looped the rope around the feet of the chair and made another quick loop around his other foot, lashing them quickly to the chair's legs. 

Lenny had begun to struggle with Arlene but she had leverage on her side until I was able to bring the long length of rope around to the top of the chair and secure each of his hands in turn. 

We had him stretched out and bound with his limbs fastened to each corner of the chair in a flash.

"You fuckers!" yelled Lenny. "What the hell do you think you're doing?"

"Just a little fun," smiled Arlene. "Something a little different." 

She stood with her arms crossed, surveying our victim. I made my way around the chair, using some shorter lengths of rope to double secure each limb, as we had figured our initial speed rope routine wasn't going to be adequate for a whole afternoon of fun, which was what we had in mind. 

In a few careful minutes I had him pretty well immobilized. I stood next to Arlene to take in the view, while Lenny yelled at us, threatening all sorts of dire consequences when he got free. 

"Lot of noise, Rob, lot of noise. Think we need to gag him?"

"Naw," I said. "No one for miles to hear, he'll get hoarse after awhile anyway."

Lenny glared at us and continued to berate and threaten us. Arlene took the opportunity while Lenny was busy yelling to rub my crotch through my shorts until my prick bulge was obvious. 

The intensity of Lenny's barrage slowly began to abate. Arlene stood back, eyes at my groin, and then very slowly removed my clothes til I was standing there naked save for my sandals, with my cock pointing out, stiff, heavy and aroused. Arlene turned to give Lenny a look while she played her fingers over my cock. 

Lenny had stopped his yapping, and was watching us intently. I deliberately and slowly removed Arlene's blouse the rest of the way, and then pulled off her skirt. We embraced and kissed each other in front of him, pretending he wasn't there but acutely aware of his eyes on us. 

"Oh dear," Arlene finally said, looking over at our captive, "his cock isn't very hard." 

With exaggerated concern, she sat down next to Lenny, looking him in the face the whole time, and began playing with his tool. She ran her fingers softly around his cockhead and stroked the underside of his balls until his pego was pointing pretty much straight up. Lenny's face was a mixture of anger and pleasure.

I took the opportunity to use the camera for some nice shots of my old buddy restrained but aroused, Arlene's big tits hanging over his crotch while she played with his cock. 

Arlene smiled broadly. "Let's keep Mr. Hot Cock on the edge for the whole afternoon," she proposed. "If he behaves himself maybe we'll let him climax before dinner. And maybe even cut him loose after that," she mused, smiling the whole time. 

Lenny watched her like a cat. 

"Hear that, thou deflowerer of mine own cunt? Taker of my virginity? Contributor to perversion, lecherous habits, and the complete corruption of a small town innocent girl?" she asked, looking straight at Lenny. "Follow directions and you'll be a free man this evening." 

Lenny glared. "And what if I don't?"

Arlene shrugged. "Not sure how many orgasms you can stand to witness Rob and I share. And we're both set to leave tomorrow morning anyway. I can drive Rob to the airport, you don't have to be the one to do that, and we could just put a blanket on you tonight so you don't get cold out here. I'll hold a beer bottle or jug or something for you to pee in before we turn in for the night so you don't wet yourself out here and have to sit in your own urine. 

"We'll call the neighbors from the airport tomorrow when we get there. I'm sure they will be amused when they come over. But I am sure they will be willing to set you free too. It will all be nicer, and more temporary and congenial, if you just play along with our little game this afternoon." 

I couldn't read Lenny's face very well, but he had calmed down a little and at least was not raging against the scene as fiercely anymore. And seriously, what was he going to do anyway? 

Although I did wonder what would be up once he did get his freedom, but Arlene and I had talked about that a bit already and we had some precautionary plans in place. 

As usual, we didn't follow the script perfectly, but that was fine. 

My fantasy had involved a long, lascivious coupling with Arlene within sight of the immobilized Lenny, plus a few other amusements thrown in. We did manage the first alright, but the second part ended up being more free-form than either of us had reckoned on. 

To begin with, Arlene took me by surprise and went inside to pull out Lenny's small portable sound system from his living room, and after hooking it up out on the deck, she proceeded to put some old pre-World War II swing music on, a minor obsession that Lenny had revealed to us earlier that weekend. 

We had found it puzzling that he, of all people, had gotten interested in big-band music, but we had humored him over the weekend when he wanted some tunes on. 

After setting up some old Benny Goodman stuff on the soundbox, Arlene stroked me hard and we proceeded to do some naked dancing on the porch, my cock swaying to the old time music. 

I am not a very good dancer in the first place, but I am definitely certain I never did any extended naked dancing with my prick erect, or at least stiff out in the open, for as long as we did that afternoon. 

Arlene had a smile on her face throughout, pleased with her little diversion, and made sure to graze my cockhead from time to time with her soft cunt-hair as we cavorted across the porch in time with the music. Her eyes were either on my face, smiling the whole time, or Lenny, or my cock. She appeared to enjoy watching my stiff prick sway and bob about while we twirled around. 

She was light on her feet. Watching her tits move about from side to side, then feeling them when she pressed them into my chest when we came together, was absolutely entrancing. After half an hour or so, we were sweating and took a break for drinks. 

We sat on each side of Lenny, Arlene extending a beer bottle to him to give him a drink, while she ran her fingers up and down his prick.

After we cooled off a little, we laid out a blanket and towel on the deck and Arlene spread herself wide on it, legs enchantingly apart so that her split showed right within clear view of Lenny, positioning her own head in a path that would let her maintain eye contact with him. Her cunt was directly facing our roped-up friend. 

She'd brought a few pillows out too, and stuck one under her head to elevate it. She looked so inviting I couldn't help kneeling on all fours in front of her cunt and giving her a nice long licking. Lenny was treated to the sight of my arse just a few feet away, my balls hanging and my prick bobbing up and down as I attended to Arlene. My anus was pointed right at him.

The inner armchair photographer in me wondered whether maybe he was getting to see my 'best side.' I licked Arlene enough to get her legs moving restlessly, but didn't want her to come yet, so I left off and moved up next to her head. We kissed, and I let my hands play along her nipples, kneading her boobs and moving them about, making sure Lenny saw how much I was enjoying them. 

Soon she had turned her head and had me in her mouth and she slowly tongued my shaft and head, one hand under my balls, rubbing nicely on my perineum. 

At one point I thought it might be fun for Lenny to see what his 'lick the prick' game looked like as a spectator, so I bobbed my prick just out of reach of Arlene's mouth and we played a nice game of 'catch the cock.' 

After a good workout, and my sperm beginning to build up some pressure in my balls, I squatted over her head while facing Lenny, and let Arlene suckle my balls and rub my ass, my prick untouched but pointing straight up. 

Lenny looked at the whole scene intensely, his own prick stiff out along his belly. He would have seen my erect cock in front of him, as well as Arlene's spread wide cunt, all damp and pink. After some moments, I rubbed my balls and prick all over her face, reaching down to tickle her cunt with one hand. 

We took frequent breaks, and disengaged for drinks and various backrubs and other contact. I re-positioned the camera several times, using the remote shutter activator to get some good shots of Arlene and me, depending on what we were doing, as well, of course, of getting some great shots of Lenny all tied up and his prick being licked, tickled, fondled, teased and otherwise tormented. 

Arlene's eyes were shining. The whole thing went on for the rest of the afternoon, as we had no interest in shortening our pleasure. Often we just lay next to each other, kissing and softly fondling each other's groin, making little lovey-dovey noises we knew would aggravate Lenny.

But as the day wore on, I got so that I wanted more and more to enter her, at least for a little while, and feel her cunt gripping my cock. So one time, after getting her real close to a climax with my tongue, I finally knelt in front of her and placed my prickhead right at her entrance. She was playing with my nipples as I was above her, giving me very sweet sensations.

I went real slow. I wanted to feel each part of my prickhead enter her. I stopped every quarter inch of penetration, just feeling the new section of my prick that was now inside her, caressed by her cunt's warmth and wetness. 

When just my prickhead alone was inside her, I halted, and made tiny little back and forth motions, feeling her cuntlips hold my cock's head. But Arlene's eyes were gleaming, and she urged me in all the way. 

I laid out on top of her, and inch by inch moved my prick forward until I was buried up her. Arlene responded with a little wiggle of her rump, which set my prick nerve endings off in a delightful spasm. Her fingers trailed across my back and rump, and she pulled my asscheeks apart, coaxing me to begin moving more urgently. 

I moved as slowly and deliberately as a I could, trying to hold off. I had noted earlier that Arlene liked pressure right at the top of my thrust, so I made sure to grind my pelvis into her there, sliding side to side at the top. 

We stopped to kiss, and Arlene made little murmuring noises I knew would irritate Lenny no end. I could feel his eyes boring in on my back and rump, knowing he had a fantastic viewpoint to see me while I impaled Arlene. 

Too quickly I felt my sperm begin to rise however, and I pulled out, kneeling to lick Arlene's engorged and now very wet notch. 

We rearranged everything and reversed, so that she was on top now, her head facing Lenny, and I got to watch her big swaying tits over me. She was slow and deliberate, grinding her cunt onto my prick, which quivered with the contact. I saw her give Lenny a look now and then, enjoying the display of her own pleasure, and provoking his discomfort.

She sensed me getting close however and left off after a few minutes, but knelt down and let me run my cock up and down the valley between her breasts, which she held together. It was a kick watching my prickhead poke through at the top of a stroke, then disappear again in between those heavenly soft orbs. 

But of course at this stage I couldn't take much of this either, I was getting awfully close, and she laid off again. She stood up slowly, eyes on Lenny, whose gaze was direct, his expression a little hard to read. She made her way over to him and sat by his side, her eyes locked on his, and ran her fingers up and down his prick til his hips squirmed in pleasure. 

She leaned forward and whispered in his ear. "Rob is going to take me now," her grin very wide, "he's going to fuck me pretty hard, I think." She let her mouth drift down to his cockhead, and gave him a pretty good licking and sucking until he was starting to pant with desire. 

She spread herself out on the blanket, eyes on Lenny the whole time, and motioned me to her. I walked over in an exaggerated fashion, making sure Lenny saw my erect cock wag from side to side. I even stroked myself a couple times before kneeling in front of Arlene's invitingly spread legs, and playing my cockhead over her lips. Arlene's gaze urged me in.

Entering a sweet warm eager cunt is just about one of the nicest things in the world. We were slow about it, and Arlene and I lay coupled together for some time before I felt her give me the first cuntal squeeze. 

Her tongue was in my mouth, and her breasts were squashed underneath me, soft and sweaty. I knew Lenny was watching, and salivating, his own cock hard and wishing he was in my place. 

I started slowly, moving my rumpcheeks in a deliberate fashion, while Arlene pulled on them, spreading my anus wide, for Lenny's benefit. I continued for a bit, going slow, sometimes withdrawing far enough so that just my prickhead was inside her, giving Lenny a good view of my bunched-up testicles and Arlene's cunt gripping me, then plunging back in with energy. 

I would stop from time to time, but each time I started up again, my hips pushed into her more quickly, and more firmly. Arlene was louder than usual, making enchanting little love noises and extended exhaled sighs of pleasure. 

I found myself getting close and finally went all out, grunting while I pushed, Arlene yelling in a louder and louder voice: "Fuck me, fuck me Rob!" 

I went hard at the end, faster and faster until my sperm shot out at the top of a thrust, my ass squeezing

tight in delicious fashion. Arlene's hands urged me into her until all was done, my asscheeks finally just going through the motions. 

We lay still for several minutes, kissing and Arlene caressing my back. I finally rolled off, my prick soft and wet and I saw Arlene give Lenny a distinctly conquering look. His own expression was hard to read, he was not doing any revealing. 

Arlene got to her feet and went over to Lenny, playing a hand over his ramrod cock. "That was a nice fuck," she said to Lenny, drawing out the last word and making it sound as dirty as possible. "Your old friend knows how to fill me with sperm."

She gave me a look. "Rob, you think we can lower the back of this chair without letting our prisoner loose?" It was one of those lounge-chairs that you could adjust the back angle with a set of stepped stops. 

We were able to do so with only a little rearranging, and ended up just tightening up the ropes restraining his hands so he wouldn't go anywhere. Lenny was flat on his back now, prick laid out hard and full on his belly. 

Arlene gave him a big smile and sat down on his chest, straddling him. "Would your prick like a good climax?" she asked, eyes glinting. "You up for a big blast of semen?" Lenny didn't say anything, just gave her a long look, and nodded every so slightly.  

"Good," murmured Arlene, "good." She leaned forward and dangled her tits into his face, one at a time, so that Lenny could tongue and suck on her nipples. She batted his face back and forth with them, their heft making little slapping sounds on his cheeks, as she smiled. She ran a hand back to his prick to fondle it and make sure it was hard. 

"I wanna come first though," she said, and she edged forward, squatting over his head and nuzzling her cunt hair over his face, up and down along his nose and chin, before settling in over his mouth. "Lick me you big stud," she ordered, and didn't wait for a response, just started moving her cunt over his mouth. 

She directed me around to the top of the lounge-chair, and guessing what she wanted, I pulled up one of the other chairs to take a seat, while I leaned forward. She held on to my shoulders for balance as she played her cunt over Lenny's mouth. 

I could see his tongue dart into her, my own sperm starting to leak out onto him. She must have been pretty close to a climax because the whole thing didn't take long. She ground her cunt into him and I could feel her hand-grip on my shoulders tighten. 

Her legs squeezed his head. With a low exhalation that grew louder and louder she came strongly, her hips curling into him and pushing down on him pretty hard, for a moment I was wondering if he was going to get suffocated in his position with Arlene's cunt mashed into his mouth and her thighs gripping his face. 

She rubbed back and forth strongly over his mouth, til she was spent, her cunt rocking more slowly and more quietly. She lingered her crotch over his mouth, extending her own face to mine for a long tongue-embracing kiss. I could feel that the tension in her body had left her. I reached out and groped her breasts, hanging so lovely in front of me, their big heft just sitting there, swaying back and forth. 

She gave me an evil smile. "I think he got a good taste of your sperm, Rob."

"Well, and your own juices too," I returned. His face was indeed slick with our fluids. I couldn't really get a good read of his facial expression, but he exchanged searching glances with each of us, more or less indicating he had no idea of what was next in store for him. It must have driven him nuts, Mr. In-Charge, not having any control at all. 

She stood up.

"What do you think, Rob? Time for our friend's cock? Let's check it out."

We moved down to Lenny's crotch, each of us on one side of the lounge-chair. His prick was pretty hard, laying down stiff on his belly, pointing up towards his head. Arlene ran her fingers along its length, playing briefly with his cockhead. 

We could see it twitch as she touched it. She extended her tongue, and just barely grazed it over his cockhead. I couldn't help myself and circled around between his legs, fondling his balls, which were moving around in their sack. Lenny was making little moaning noises. 

"Suck his balls, Rob," Arlene said. "I bet he'll like that. I'll leave off his prick a little bit. He's dying to explode, but I think we can make him wait a little longer." 

She ran her fingers over his belly and chest, tickling his armpits until he squirmed. "This is even more fun than I thought it would be," she said, a wide smile on her face. 

It was a little awkward for me to be in between his legs, I was a bit outstretched but found a usable position on my knees, with most of my torso above my navel resting on the lounger. My prick was dangling free, I could even feel it cool off a bit as its wetness dried in the summer air. 

I couldn't believe I was doing this. Lenny's balls were right in front of me, all drawn up and looking like they were ready to go. I began licking them, and then heard the camera's shutter clicking. Arlene was snapping some pictures. I looked up with some alarm, but she seemed to anticipate my concern. 

"I'm behind you Rob, the only face in the pics will be Lenny's." I looked up to see Lenny glaring. 

Ha! I went back to work. They were good sized nuts, with a fair amount of hair. They smelled real male, and had a nice resistant pressure in my mouth. I enjoyed the whole thing more than I expected. 




Arlene's Long Spermfest Weekend Ch. 02



I would take one at a time in my mouth, then both of them, although I had to stretch my mouth wide to do so. I moved my lips around them, sucked them, tongued them. They were salty and tightly packed in their sack, all firmly wrinkled. 

Lenny was moving his legs about, clearly enjoying the attention despite himself. I felt my own cock stirring again too. This was more exciting than I had bargained on. My own knees were spread so my balls were hanging, but I felt them start to tighten and rise up in their sack. 

Then I felt a pair of hands on them. Arlene was behind me and began pulling on my testicles, then rubbing my prick. Her fingers traced along my asscheeks. 

It sure felt good. My prick began growing, which surprised me. I hadn't been out of Arlene for more than half an hour or so, and here I was getting excited again. She was very soft with her hands, and rubbing my perineum was intoxicating. But I wasn't all that comfortable in the position, and I finally stood up. 

Arlene's eyes drifted to my crotch. 

"You up for another, Rob? I wasn't sure." Her eyes were questioning, but hopeful. 

"Yeah, I think so." She came over for a kiss, and we embraced, my cock poking into her silky cunt-hair. Out of the corner of my eye I saw Lenny's face all twisted up. 

She had me lie down on the rearranged beach towel so that I was parallel to Lenny. She was on the far side of me from him, so she could attend to my prick and more or less at the same time have eye contact with our captive. He had turned his head to watch us. 

She sat comfortably next to me and for the next ten or twenty minutes just played with my penis. Not very seriously, just stroking it and waving it about, since it wasn't super hard, running her hands under my balls. She did something with it that no one had ever done before, taking it in the palms of her hands and rolling it from side to side, almost like she had a lump of bread dough and was twisting and pressing it into a thinner strand. 

She twisted it half a rotation one way, then the other, usually not putting much pressure on the head (although it was splendid when she did) but mostly the shaft, always varying tempo and pressure so it never was anything but delicious. 

She kept eyeing Lenny, then looking intently at my cock, while I had my head on the pillow, my hands back behind my head. I had hardened enough to be penetration-worthy, and this seemed to satisfy Arlene. 

She got up and made her way over to Lenny, pausing at his groin and licking his prick into an agonizingly stiff condition. This took very little time, he had never really gone limp the whole afternoon, and I am sure he was aching for some relief. 

She lowered her cunt onto his face again to tickle his nose with her cunt-hair, and then beckoned me over. 

"Let's have Lenny suck you a bit first. If he does a decent job of that, I'll finish you off and maybe then we can do something about his, ah, enduring erection." She gazed at his prick laid out full length, very hard, on his belly. It twitched as we looked at it, bringing a broad smile to Arlene's face. 

I considered for a moment how I wanted to do this, for he was, of course, not in a position to do much moving around himself. 

I started by squatting over his mouth, facing his crotch and feet, while my ass was almost in his nose and had him suckle my balls. 

I stroked myself while he did that, it felt nice to have his mouth moving wetly along my testicles. I then reversed direction, and plopped my prickhead into his mouth for a good tonguing. 

I could do all the moving and took him deep a couple times, although it clearly wasn't very comfortable for him. It actually wasn't that comfortable for me either, since I had to bend my knees a bit to get to just the right height to work my prick in his mouth. But I give him credit, he was game for it, attended to me properly, and it did feel good. 

I was about to stand up and give my knees a break when Arlene gave me a wicked grin. "Mark him, Rob. I want to see you push your penis all over his face."

I enjoyed this more than I would have thought, plowing the underside of my shaft and prickhead all over his mug, his eyebrows, nose, cheeks, ears, forehead. 

Something got into me and after I stood up, and did the same to some other parts of his body, pushing my cock along his armpits and nipples, which now that I noticed, had gone and gotten erect themselves, little tiny nubbins of retirement-age male flesh, poking up like feisty little gopher snouts from the great white plains of his stretched out torso. 

Arlene giggled. She came up behind me after I stood up, and we both gazed at Lenny, while she reached around with her hands and toyed with my prick, now quite hard, pointing skyward and telling me that it was time for some serious sustained attention. 

I could feel her breasts pressing into my back, her groin pressing into my asscheeks. Lenny looked at us intently, no expression on his face, although his prick would twitch every so often. 

She turned me around to face her, then slowly and deliberately knelt in front of me, her knees on the blanket, and took me in her mouth. 

This is always a bit of a delicate position for me. It feels great to be standing and look down at the person sucking you, but balance always became an issue the more aroused I would get. But the sight was superb, the top of Arlene's head moving, her chest visible below swaying with her movements, my prick disappearing into her mouth and then coming back into view, when she would tickle the tip with her tongue, all sorts of wonderful sensations emanating from my prick and balls, as she was pressing and squeezing my testicles at the same time as she tongued me. 

I had my hands on my hips initially, but within a couple minutes I had to put them on her shoulders to keep my balance. 

She knew I was close and did not hold back. My legs were tensing and my hold on her shoulders had tightened. She was uptempo now, her mouth moving quickly over my cock. Involuntarily I found myself bucking my hips into her mouth and as my sperm shot forth I let out a long low yelp of pleasure. 

I kept pushing into her, she kept herself still, letting me slide my prick in and out along her lips, and my sperm was pulled out of me by the actions of her tongue and mouth. My ass quivered when I was done, and she gave my rump a soft congratulatory squeeze, then gazed up at me with her big sweet eyes, a pleased look on her face. Smile still there, she directed her gaze to Lenny. 

It was apparent from her facial expression that she still had a last mouthful of semen. She slowly stood up and walked over to Lenny. She bent down and gave him a long deep kiss, my sperm oozing into his mouth. Lenny's eyes were wide, but she wasn't going to leave him until he had swallowed. He made no sign of doing any such thing, so Arlene finally pinched his nose shut with her fingers, cutting off his air supply. He finally had to swallow in order to get a breath, his throat contracting and then gulping in some air. I had no idea Arlene, sweet girl from the country, could evince this sort of cunning. 

I staggered over to an empty chair.

"Finally," she began, looking deeply into Lenny's eyes. "It's your turn. You have borne up very well, thanks," giving his prick a squeeze. 

"Do you want to fuck me or have me take you in your mouth?" she asked in a low sultry voice, fingers rubbing his prick. 

Lenny looked at her evenly. "How about both, in reverse order from the way you asked? Can I get free first?"

Arlene smiled. "Yes and no to your questions. Both is fine, but you need to be held in place for the next bit." She leaned over and gave him a long kiss. 

She moved down to his groin and began to tickle her tongue over his prickhead, probing his piss-slit with just the tip of her tongue. 

For the first time in a few hours, Lenny had a smile on his face as he watched Arlene suck him. She played her mouth over him and licked his prick. In very few minutes it was apparent he was just about ready to climax, and for the first time that afternoon, relaxed and with my own pleasure now taken care of, I had a pang of regret for what we had done to him. 

His cock had been hard for hours, had received only desultory, teasing attention, and he had witnessed each of us take our pleasure in front of him, me twice. It had to have been intensely frustrating. 

But Arlene had said yes to both his requests, so she left off before Lenny ejaculated. She straddled his chest and dipped her breasts, one at a time, into his face so he could suck her nipples, then nuzzled her cunt into his face before sliding down to mount him. 

She put her hands on his shoulders, and it was obvious Lenny would have loved to have reached out with his hands and fondled her breasts. But Arlene kept looking straight at him, her smile a quiet, delighted one, and she ground into him slowly, with a twisting motion to her ass that looked lovely. 

I got the camera out and got some wonderful shots, both of her big haunches from the rear, only Lenny's balls showing from underneath, while his prick was up her, and from the front with her breasts draped over him. 

He wasn't going to last long, but Arlene made it go longer than it might have otherwise. At the end she was rocking pretty quickly over him, and you could see him trying to push his hips into her but of course he couldn't do much of this, both being restrained, and being held down by Arlene's weight. 

"Aaarghh, ahhhh," Lenny went, his face all screwed up. "Ahhh," he growled and his pelvis pushed hard, he pressed into her as much as he possibly could have. Even after his hips stopped moving, Arlene kept up a slow, soft rocking. 

I could see her asscheeks contracting, clipping his prick and still pulling on it with her innards. Lenny's smile was worth it. 

She finally dismounted, taking time to rub her cunt up and down over his stomach, leaving a wet trail, and she and I undid his restraints. He rubbed his wrists and stood up. None of us knew what to say, but I think we were all thinking about this new wrinkle to our weekend adventures. 

We separated silently, a bit awkwardly, and each of us took a break and did solitary things before dinner, lost in our own thoughts. For me, my mind ran all over the place. The weekend had been such a blur of unbridled sexual energy, doing things with people I hadn't seen in ages, masturbating my cock in front of others, being masturbated, seen my old buddy's prick get pleasured over and over, been sucked a pile of times myself and planted my penis, what, two or three times up Arlene's sweet, furry enthusiastic cunt? A whirl. 

After a fairly uneventful dinner, a bit quieter and less charged than our earlier meals together, except for Lenny's occasional predatory stare over at Arlene, we again retired to the bedroom.

While the other encounters this weekend before this afternoon had all possessed elements of a caring or at least creative eroticism, that evening, at least for Lenny, was all animal. We disrobed Arlene, and I think she had a sense of what was coming down the pike, because she sat down abruptly at the edge of the bed and unzipped Lenny, taking his prick out and starting to suck him right there, before he got any other ideas. It was almost like she was trying to redirect his energy. 

Lenny was happy for a time just to see her blow him, watching her intently as she tongued his prickhead and took his member down her throat. He reached down with one hand and groped a breast, a tight smile on his face.

After a few minutes, with a steely glint in his eyes, he pushed Arlene, not too gently, back on the bed and pulled off his clothes. He positioned himself in between her legs and ran a finger along her cunt lips. 

They weren't wet enough for his liking so he licked a finger and rubbed them a bit. Then he put his cockhead, all red and engorged, at her channel and with one hand directed his prick up and down, pushing her lips around. With a narrow look on his face, he tweaked her nipples and laid down on top of her, pushing his prick up her straight away. 

It was a good ten or fifteen minutes of hard fucking. Lenny wasn't non-stop, he would pause from time to time, his prick firmly up her, and he varied the tempo a bit. But a lot of it was rough, he pushed into her powerfully enough that her breasts jiggled abruptly with the thrusts, all soft and liquid-like as they reacted to his fierce pounding. 

She looked a little surprised sometimes, not uncomfortable, but with a sort of deer-in-the-headlights look on her face. 

I pulled off my clothes and watched, my cock stiff enough to be pointing straight out. I halfway wanted to sidle up to Arlene's head so she could suckle me while Lenny was at work, but something told me not to do this. 

He had pulled her legs up high at the end, her heels on his back, and was going at her with a will. I saw his balls from behind, all drawn up, with his ass squeezing together hard with each thrust. 

The frantic end came quickly, I could tell exactly when his sperm first let loose, and he grunted loudly and kept pushing hard for another half dozen thrusts, pinning Arlene underneath him. His mouth was on her neck, leaving a mark that was still there the next morning. 

Arlene's face wasn't easy to read. Among other things I think she was glad he hadn't taken too much longer to come, but she ran her hands softly along his back just the same. 

After a few minutes, Lenny uncunted and straddled her chest. He ran the bottom of his semen-slimed prick along her cheeks and eyebrows and hair, leaving a trail visible in the candlelight, finally dropping his cockhead into her mouth to get cleaned off. 

After a couple minutes, he was satisfied and pulled out. His cock came out of her mouth all rubbery, long and soft, dwindling swiftly. He shot me a look. 

"Rob, why don't you eat her," he said, more a command than an invitation. 

I hesitated for a moment, trying to think ahead. I certainly wanted Arlene to get some pleasure of her own, but wanted it done well. Lenny got up and sat by the side of the bed, his cock sloppy wet between his legs. 

I moved over next to Arlene, and to my pleasure, she pulled my cock over to her head before I could do anything else. She tongued and sucked me for a bit. How many times this weekend had she had a cock in her mouth? I had lost track although I am sure Lenny would have kept a tally. Regardless, it still felt nice. But Lenny was impatient, and gestured for me to get to work on Arlene's cunt. 

I decided to go for the best of both worlds and positioned myself over Arlene on all fours, staring at her spread, oozing wet groin. A quick look at her let me know she was willing and I lowered myself into a nice sixty-nine position on top of her. 

Her wet cunt hair pressed against my mouth as I slid my tongue around her lips and into her well lubricated notch. Her soft body was warm and welcoming underneath me. I could feel her tonguing my member while I played about her own groin. It took some time for her to get really aroused, I don't think Lenny had done much for her in that department when he was up her. 

But she began moving her thighs about eventually, and I could see her legs beginning to tense. The sensations on my own prick were delightful, but the only drawback of this amusing little sexual pose, as much as I love a good sixty-nine, is that your attention is divided, and being on top of a woman always is a bit odd as a guy, always a bit afraid to thrust your cock too enthusiastically with her head in such a vulnerable position.

Having said that, she was doing lovely things to my cock, and I found my hips moving about in pleasure, her fingertips caressing my ass. Her cuntlips were soggy wet at this point, between Lenny humping her, her own juices forming and my own saliva adding to everything else. 

Her little tip of a clitoris was nice and firm, and by flicking my tongue along it, I could feel her hips tensing underneath me. There was something about having her own pleasure build that increased my own excitement too, and I found my own hips moving more and more as well. 

I had worked a finger, a bit awkwardly, into her channel while I continued my licking, and felt her cunt muscles tightening on it while I slithered it in and out. 

Her legs suddenly straightened out and I felt her disengage her mouth from my own cock. She was breathing hard, almost in a moan, and I settled in to bring her over the edge. She came hard, her legs really straight and shaking, and I felt her roll her cunt into me with three or four good strong pushes. Her cunt muscles squeezed my finger rhythmically, and it was a distinct treat to feel her climax that way. 

We lay still for a bit, basically just holding each others' groin in an embrace and letting our bodies rest. 

Eventually she rolled me over, so that she was on top of me, and raised up on all fours. Her cunt was right above my head, all lovely wet and gaping. I could see the white undersides of her breasts dangle over me down by my crotch, and she went to work on my prick with her mouth. 

Feeling her climax with my own mouth had me pretty worked up. The sight of her breasts swaying over my crotch, and seeing her mouth going up and down on my prick while she was on all fours added to the thrill. I could glimpse Lenny out of the corner of my eye, he was stroking his own cock, now long but not quite hard yet. 

She would pause at the tip of my penis often, licking around the head, and then just taking the head itself in her mouth. I could feel her lips playing over my glans, doing lovely things as she moved softly up and down, varying her rhythm. 

She had one hand on my balls, holding and squeezing them. The whole business was becoming unendurable, a saturation of feelings, the visuals of her breasts and cunt over me. 

She had started moving up and down on my prickhead more energetically and I lost it. I felt my anus squeeze tight, my hips bucked and my sperm burst forth. 

With the first spurt she went down further on my cock, then back up to my head alone, and I both saw her throat contract, and felt her suctioning my seed, a couple strong pulses and then much smaller ones at the end. 

I was panting, and it felt like the very last reserve of my semen had found its home. She slowed down until the touch became unbearable, and then she disengaged, my cock flopping out lifeless. Arlene shifted and knelt next to my groin, her fingers playing very lightly over my crotch hair and balls.

All of a sudden, Lenny was kneeling next to her, extending his nearly hard dick to her face. He pushed his cockhead at her until she basically had no choice except to take him in her mouth or turn her head away. 

His expression was intense, and he watched her, her own eyes closed, as her lips moved over his tool. For several minutes she attended to him, and I could see that his tool was slowly getting harder and harder. 

When he did pull out, it was plenty stiff. He moved her around, pulling out a pillow to put under her belly, and got her in a frog position. He gave me a steely look before sidling up behind her and pushing his prick, after stroking it a couple times with his hand, up her well-spread cunt. I could see that he had been eyeing her anus with total lust, and I was half-afraid that he had been planning to ram his prick unceremoniously up her ass but he didn't. 

But he pushed hard and fast into her spread cunt from the start, at first just kneeling while he plowed her doggy style. His eyes had a hard determined look to them I had seen many a time before when in the grips of a copulation. He licked a thumb, and worked it around her anus for a bit, finally inserting it while he plowed away. A tight smile formed on his face. 




Arlene's Long Spermfest Weekend Ch. 02



He was going to finish his night by propelling his sperm into her even if it killed him. You could hear his hips slapping into her soft asscheeks. He settled onto her back after a bit, reaching around to grab her breasts, which he kneaded roughly while he ground his hips into her. 

For some reason I didn't want to be right next to them for all of this, so I drifted to the side of the room and the chair there, and sat down. Arlene had turned her head to one side, and gave me a look. It didn't appear to be all that enjoyable for her.  

He was working her hard, sweat on his forehead. Luckily, but a bit surprisingly to me, Lenny didn't take that long to finish. He let out a long low bellow when his hips started their last frantic assault and he finally divested himself of the remains of his semen payload. 

His face was all contorted. His ass had humped hard into her at first with the climax, then arching his back slower and deeper, until his body went completely limp on top of her. He closed his eyes, still with a grip on her breasts until finally his hands and arms too, relaxed. He lay there for some time. 

Arlene's eyes suggested she felt trapped underneath his weight but she didn't yet want to move out from under him. I had the odd thought that if I had stuck Lenny's rump with a cattle prod right then he probably wouldn't have moved. Finally Arlene made an effort to disengage, his prick slopped out, and she made her way out from underneath him, her eyes a bit wide. 

She said her goodnights to us, not as warmly as for the last couple nights, and did not linger. Lenny gave me a dim, exhausted look and I made my way to my room. My crotch was warm, but completely depleted. Sleep came quickly.

I awoke the next morning while it was still dark, just a little of the waning moonlight coming in through the window. 

In my dream someone had been pulling on my cock, doing sweet deliberate things to it. When I awoke with my cock hard, I figured the sensations would go away, but they continued. A warm body was next to me, and I became aware of some fingers softly caressing my cockhead. 

"It's me," murmured Arlene. "I was lonely."

"I thought you weren't going to share anyone's bed this weekend?" I whispered back.

"I wasn't going to sleep with Lenny. It would be too complicated, and I just didn't want to do it. But I couldn't say no to him and yes to you."

We lay in silence for awhile, her body warm and cozy next to mine, while her fingers kept softly caressing my cock, now in its early morning rock-hard phase.

"Rob?" she asked tentatively, fingers continuing to fondle me.

"Yes?"

"You remember when Lenny and I broke up?"

Of course I did. I had talked both of them down from various ledges of one sort or another for several weeks after they split, their anger at each other spilling out all over the place, and I had kept both of them from doing or saying things that I knew they would regret later. They both trusted me, both talked to me.

"Sure. It was a tough time." I answered, keeping it simple.

I felt her hesitate.

"Why didn't you hook up with me? I knew you were interested."

This was true. It was vastly tempting to catch Arlene on the rebound, and more than once I imagined her performing all her recently learned sexual activities on me, making my cock enjoy all those things that had enlivened Lenny's groin. Those thoughts had animated more than one of my masturbatory sessions back then. 

I answered mostly truthfully. I said I had a sense of loyalty to Lenny, however misguided, since I knew it would not be reciprocated. I knew even then that if the tables had been turned, and it was Arlene and I that had broken up, his penis would have been up her faster than you could say "Adam."

"It would have been strange," I said. "I am not sure my friendship with Lenny would have survived."

She was silent for awhile. "I suppose you are right," she finally said. "But we would have made nice music together."

I put my arm around her and gave her a squeeze.

"I can't argue with that," I said.And then I found her head moving down to my groin, her hands urging my legs apart, and her lips over my cockhead, her tongue running around the edge of my glands and some fingers circling my balls, squeezing my scrotum. I closed my eyes. 

It was a long, languorous, early morning suck. Divine actually. 

I wasn't sure how much more semen my body was capable of cranking out, but Arlene gave me a good half hour's worth of attention, enough to produce plenty of fluid in the end. 

She fondled my cock with her hands, like she had the other day, rolling it between her palms. She pulled on it, pressed it lightly up and down with her fingertips, played her tongue over every square inch of its surface. 

And each time that she sensed I was getting too excited, she left off and kissed the inside of my thighs, or dangled her breasts over my body, giving me a nipple rub all over, until she felt it safe to approach my prick again. She spent a lot of time on my balls, rubbing them, taking them one at a time in her mouth, then both, moving them wetly about.

I had spread my legs very wide at this point, reveling in the touch while she crouched at my groin. She was holding my shaft upright in one hand, applying just a light touch along its length while she was nuzzling my perineum. And then I felt some pressure at the edge of my anus. 

It wasn't a finger, it was too soft, too wet, not rigid enough. It was her tongue that was poking about the entrance to my rectum and then just inside it. I couldn't believe it. 

If you had told me in high school that Arlene's tongue would be up my ass some day I would either have laughed you out of the room or come in my pants, maybe both. But here she was, probing about my anus to wonderful effect, the heel of one hand pressing firmly against my perineum. I exhaled in pleasure. 

After a few minutes of this delightful anal exploration, she went back to work on my cock with her mouth, which really was getting close to the inevitable. 

She had worked a wet finger up to where her tongue had just been in my ass, pushing it up to a spot that was producing delightful sensations. 

There was just enough light to see her head over my cock, her breasts moving slightly with her head movements, and feel those splendid probing explorations of her finger. My balls were tightly drawn up, the pressure building rapidly. 

I found that my legs were tensing, moving about restlessly. Her mouth was mostly over my prickhead, lips lightly suckling my glans, and moving up and down just a little bit. The wet insistent pressure along the edge of my cockhead was intoxicating. 

Every inch of my prick was screaming pleasure. She picked up tempo, going a little deeper each time, and her finger hit some wonderful spot inside my ass that set me off. My hips bucked against her, and the first wave of an intense spurt of semen hit the back of her throat. 

She continued to suck and I sent pulse after pulse of my fluids forth into her. One finger continued to work my ass. It was as intense a climax as I could remember, and my prick kept squeezing, long after all my sperm was gone, while she continued to suck me, milking my balls way past empty. 

She finally came back up next to me in bed and pulled up the covers. 

"Can I return the favor?" I asked.

"No," she murmured. "I am actually a little sore from last night. You can consider this a thank-you for being a friend back in high school."

"I like how you express gratitude," I said, and she laughed quietly. "What can I do to keep you thankful?"

"Just hold me," she said.

I did just that and we drifted off together for another couple hours of sleep. She made sure to leave my room before Lenny awoke, just to keep things from being odd. 

After saying goodbye to Arlene in the morning after breakfast, Lenny and I mostly drove in silence on the way to the airport. Arlene had been planning to drive on herself to some place along the Oregon coast before heading back east in few days. 

When Lenny and I did talk, it wasn't about the weekend. I kept opening my mouth to try to discuss it, in particular to issue an apology to Lenny, my old bud, but managed to change my mind every time before anything came out. 

Finally when we were almost to the airport I blurted out "Hey look, Lenny, I am sorry about the bondage thing." 

He waved a hand and smiled. "No worries mate. That was fine. I got my reward at the end. I ended up enjoying it more than you might think."

"Well, at the very least you were stuck. For a pile of hours. Couldn't have been all that comfortable. Although your hardon did last all afternoon."

"Like I said, the reward was fine." He paused.

"But you guys sure cranked up the audio more than you needed to." 

I smiled ruefully. "Yes, I guess we did get carried away with the noise part."

"The other thing you need to know," Lenny confided. "I made more a fuss of discomfort and annoyance for Arlene's sake." 

I arched my eyebrows, "Yes?"

"I knew she was going to enjoy it more if she thought I was pissed off or didn't like what was happening. The more likely I can keep her interest up, the more likely we might be able to do this sort of event again." 

I thought for a moment. "Hmm."

"Besides," he said as he turned the car off onto the airport exit road, "the next time we get together it means I get to do the same thing to her that she did to me." 

He paused. "Wouldn't she look nice with her big tits tied up and splayed out to the side while some nice artistic rope-work held her in place on the lounge-chair?" 

He looked at me and we both smiled broadly. "Her legs spread wide, her big-lipped cunt agape and wet and completely at our mercy?"

"We'd be rubbing our pricks all over her, in her mouth, up her cunt, squashing our balls into her face while she wouldn't be able to move an inch underneath us. We could take all day to play with her."

This felt like a new chapter for us. If I could get a chance to get together with Arlene again, pushing some of these boundaries wouldn't necessarily be a bad thing. Lenny, despite all his flaws, was an endlessly entertaining character. 

"You're on," I said., and Lenny gave me a big shit-eating grin.



Arlene's Long Spermfest Weekend



We both busted up looking at each other. 

"Couple of beached whales," I lamented. "Albino beached whales."

"At least with cocks, at least we got cocks," said Lenny. 

"Man this is uncomfortable," I said, shifting my legs, "worse than a jockstrap. I never knew that having a string pull on your butt crack could be so irritating." 

"I have had some girls say that about thongs," said Lenny. "The only reason to wear one was for the slut-look, they said, certainly not for comfort. But of course that explains a whole lot of women's clothing anyway. We should ask Her Highness later for her opinion, as a conversation piece anyway."

"Right, but most women look way better in thongs than we do," I said ruefully, and Lenny laughed.

"Tell you what," he said, looking at me evenly. "Let's make sure Arlene gets an eyeful when she returns. We can tell her that we were thinking of her and we'd still be mostly telling the truth." 

Taking me by surprise, he reached a hand over and began to fondle my prick through the thin nylon or whatever fabric it was of the pouch. With all the fun of seeing Arlene and thinking back to old days, it took very little attention from his fingers before my cock was straining against the pouch, pushing it out at a fairly absurd angle. 

It felt good. I liked the light touch of his fingers over my cock, especially when he was caressing the head. He squeezed and stroked, lovely sensations radiating from my groin. One of my balls had gotten loose and was hanging out one side. Lenny stopped to enjoy the view. 

"Nice," he said, "she'll be pleased." He looked down at his crotch.

I took a breath. "You gonna get yourself up?" I asked. 

Lenny looked at me intently, a challenge in his eyes. "No, you do it," he said. "I just did you." 

Not quite trembling, I reached over with one excited hand and felt his cock through the pouch. It was soft, warm, limp, all hanging there bunched together with his balls, his pubic hair sticking out wildly beyond the pouch. 

I ran my fingers under his balls, and rubbed his cock, which reacted quickly to the touch. The fabric made it easy to slide your hand along his package, with barely any friction, and within a couple minutes his cock had gone from limp to half hard, his shaft folded over on itself, and the ridge of his cockhead outlined in the pouch, pointing down. 

We were both circumcised, as we were boys of an age when the middle class in our corner of the world were foreskin clipped as a routine. I could feel the distinct edge of his cockhead as it grew, a bit like running your fingers along the edges of a firm, just-picked mushroom. 

His prickhead, as I well knew, was pointy, and I could feel the very tip, its little piss-slit just visible as a dark line through the fabric, with the rest of the head tapering off like a large dangerous arrowhead. 

Despite myself, I enjoyed feeling his cock grow hard under my attention, the slowly increasing hydraulic pressure as it got aroused. 

"Excellent," I said, stopping to examine my work. We both watched as his cock continued to grow on its own, swelling and filling out the pouch. 

Despite what we had each said about them, the pouches were intriguing. By wearing them on the one piece of our anatomy we most prized, we managed to highlight our pricks. 

I could clearly discern the outline of Lenny's pointy cockhead through the thin red fabric of the pouch, and his cock pushing against its restraints. 

"I'm hoping you get that thing up her one way or another today."

Lenny nodded, then glanced down by the river. Arlene was making her way up the backyard slope but wasn't looking our way yet. 

We stood at the back of the deck, beers in hand, and watched her, those big succulent tits swaying from one side to another as she came up the slope. 

She stopped at the top of the steps to the deck and examined us. 

"Well, well," she finally said. "I got you both the right size at least." 

Lenny cracked up, since the pouches had been adequate for us when limp, but totally out-manned when aroused. Arlene had walked over and was eying the one testicle of mine that had escaped confinement. She reached over and tucked it back into the bundle.

"You losing a nut there," she said. 

"Hoping I lose more than that," I replied, and she gave me a quizzical look.

"Okay, gentlemen," she said, motioning us to our chairs. "Let's have a little talk."

We sat down, the wooden surface of my Adirondack style chair making an unpleasantly rough impression on my effectively naked ass. I felt tense, expectant, not sure what direction we were headed. 

Lenny, usually the one in control, appeared out-maneuvered at the moment, and his eyes were sharp but his movements passive and tentative. It appeared that Arlene would be arranging things. 

"So," she began, giving each of us a long appraising look, noting the bulge in our pouches as our organs strained, half hard, against the thin fabric. 

"I am guessing that each of you were hoping for some sexual amusement this weekend, correct?"

We both looked at each other and nodded. 

"Sure," said Lenny. "We're not teenagers any more, but that doesn't mean a good energetic quivering fuck would be unwelcome," trying to sound more in command than he was. 

"A 'good energetic quivering fuck?' " Arlene asked almost sarcastically. "That all?" 

"It was plenty good a few decades ago," Lenny said, half defiantly. "I seem to remember you..."

Arlene waved a hand and cut him off. 

"A few things have changed since then. Number one, I am positive you are not good for three in a row anymore."

Lenny sucked in his gut and said, "Well I think you should try me out before making those kinds of pronouncements."

Arlene laughed. "Okay, fair enough. I certainly am willing to see you demonstrate your, um, enduring sexual prowess. But, I'm sorry, an eighteen year old prick is an eager young colt, and while maybe not ready for pasture yet, I guarantee the cocks on you boys aren't exactly long distance endurance runners anymore." 

She eyed us evenly. 

"Today will be test day," she went on. "It will give us some idea of how the rest of the weekend will go." 

I didn't like the way she said "us."

She stretched her legs out and laid back on her lounge chair, her tits spreading out nicely to each side, nipples pushing out against her blouse. 

"Talk to me," she said with a slight, challenging smile. "Tell me about some of your favorite erotic experiences. Not a 'top ten' list thing, just special adventures that were memorable. You, Rob, you start."

I sat for a moment, trying to sort out my thoughts. Of course I had told Lenny all sorts of sex stories over time. A huge percentage of our misspent youth was occupied by sex talk, all day, when we weren't occupied actually stroking ourselves together or intently watching the other wankoff. 

Getting back to knowing him now meant a lot of story swapping about erotic events in the intervening years. It had been easy for us to slip into old, familiar, hyper-sexual patterns. But Arlene I hadn't seen in ages, and while I thought I knew her back then, I really didn't have a handle on her now, what she was like, what she might be wanting. 

She was looking at me directly. 

"What made for a memorable night for you?" she prodded. "A warm candle-lit bedroom scene? Or did you like a quick clandestine encounter in the woods? Or at the beach?" Her eyes sparkled. 

"Well," I began hesitantly, trying both to be honest but also to say something that would please her. 

"Best was always when it took a long time." 

Arlene nodded. I paused, then continued. "Early in my marriage a sex session would rarely last less than an hour, sometimes twice that. A long build up, that was always sweet." 

She looked at me. "Deborah?" she said. "Was that her name?" Lenny must have told her some of my history. I nodded. Deborah had been my last college love and then my wife, but we had split ages ago.

"What did she do? What did you like?"

I flashed back on the way during the hot summer nights she would take her shirt off during dinner in our cramped New York apartment, and I told Arlene how she would wave her small supple breasts around in our tiny kitchen til my cock was hard and straining in my trousers and I couldn't wait to get into bed with her after dinner. We skipped a lot of desserts in those days. 

"So you were excited by seeing her topless?" Arlene asked gently.

"Yes, of course. I think most guys operate very quickly in the visual arena."

"Having her shirt off, was that a tease to you? Or an invitation?"

"Well, it certainly was a signal that she was interested. And that she enjoyed pleasing me."

"Was it always better when you knew someone was as anxious as you to make love?" she asked.

"Yes, of course." 

"What else made for a satisfying experience?"

"Anything to draw it out. It was so much nicer when she, or any of my partners for that matter, would tease my cock, make my groin ache to erupt, then back off, letting my semen go on 'simmer' in my balls as it were, and then pick up tempo again, especially if done with imagination. 

"It was always best when someone knew my prick well enough to know when it was getting close, and then ease off. Many times then, probably most, I would cross that threshold too quickly. Of course often times I wanted to, couldn't imagine holding back, and those were nice times too. But the long lingering ones, those I tend to remember. 

"One time though," I paused, "I couldn't wait. I pushed her onto the dinner table, her back flat out between the plates. I pulled up her dress, pushed her panties to one side and just plunged into her. Her hair got in the butter. I took her right there, hard, the dishes rattling and the table legs shaking. Fucked her good. I probably wasn't inside her more than a few minutes." 

Arlene nodded. "Sounds almost like a rape?" 

"Well, I am pretty sure she enjoyed it as much as I did."

Arlene pursed her lips and gave me a reflective glance.

"And testicle attention too," I added as an afterthought. "A hugely neglected piece of anatomy."

"Licked?" asked Arlene with the flicker of a smile. "Suckled?"

"Yes to both. Just rubbed is plenty nice. A long languorous perineum rub is enchanting." My hips quivered with the thought. 

"Looking back, a fair number of my partners never really caught on to this." 

Arlene smiled knowingly. "Well, to some women, I think balls are perhaps intimidating. Most of us know enough that you need to be gentle with them, but perhaps not much more than that. Women have nipples and know what can happen to attention there, but we don't have the same equivalents for your male loins, all sitting there out in the open."

The thought of her mouth on my balls, her tongue sliding along their twin sensitive globes, made my ass squeeze in pleasure.

"And you, Mr. Hot Cock," she said, turning to Lenny. "What was best for you?"

"There were different things," said Lenny. "But I would be a liar if I said I didn't like a good conquest."

"There is something intoxicating about finding a new potential hookup, a handsome looking wench, at a party or a bar, who doesn't yet know she wants you, and then taking the rest of the evening or afternoon to arrange the situation so that she decides she DOES want you and can't wait to feel your prick slithered up her cunt and stretching it wide in a delicious fashion, and then you end up in the same bed together later that night, and she's doing lovely things to your cock and making your sperm overheat and then fucking her brains out til she is a quivering semen-soaked mess and your cock is soft and spent inside her and wrung out like an old wet dishrag, and you know she has your sperm flooding every inch of her innards, all gooey and warm and happy, right where it belongs." 

"I seem to remember something about this conquest thing," said Arlene, eyes twinkling. "Although I didn't have much interest in you in the beginning."

"You didn't want to have anything to do with me!" exclaimed Lenny. "I had a hellava time with you."

"And we know how that worked out," retorted Arlene. "Took my virginity, introduced all sorts of perverted activities into my life, ruined me forever."

"Forgive me?" asked Lenny in pretend contrition. 

"Almost," ventured Arlene. "But besides the conquest part, what else was best for you? My best couplings with you were almost always not the first ones. You would shoot inside me pretty fast in those days, but the second one was always longer. Nicer for me anyway, especially if you just stayed inside me and then got hard again. 

"It felt great to have your cock in me go from limp and spent to hard again. I almost never had a climax with you the first time, much more often on the second. I assume twice was good for you too, but we actually never talked about it that much then."

"Seconds are great," admitted Lenny, "slower and a bit less intense, at least for guys. One thing that was nice with you though, and it shouldn't be a surprise since I mentioned it a lot and we did it a lot. When you took me in your mouth. You weren't the first to do so." 

I had to look away at this comment, as I think I was eligible for that honor, but wasn't sure whether Lenny ever confessed this to Arlene or anyone else. 

"But it was so so sweet to have your mouth over my cock. Oh you were good! Such a warm, wet soft mouth! A tongue that performed marvelous feats. Those wonderful, lingering geographical explorations your tongue took, up and down my cock, all along the head, sucking my sperm forth like that's what you were born to do. 

"Your lips cupping my prickhead, suctioning out my semen. And you learned on me! Your first penis! I busted both your cherry and your tonsils!" 

He looked like a triumphant rooster in the hen-house. 

"It was especially sweet if we had a safe place to ourselves, and time, and your shirt was off and I could grope your tits while you sucked me." His eyes looked dreamy. 

"God, that was heaven back then. All those days when neither one of us had a condom around? Still could be fun. Remember those times coming back from skiing?"

Arlene grinned. "Yes, of course."

This was another one of those crazy teenaged stunts, the kind of thing you couldn't believe unless you saw it happen. If any of our parents had known about this little vehicular exploit we would have been thrown out of the house, with car privileges permanently removed. 

Lenny would be driving back from one of our ski trips up north in the family station wagon, the heat cranked way up to warm us up after skiing. Arlene took to giving him head while he drove. 

She would unzip his jeans and fish his prick out of his long-johns, stroke it a few times and then basically put her head in his lap and take him in her mouth. 

I didn't get a very good view from the back seat of the car, just her head going up and down on him while he tried to keep the vehicle on the road, then his hips bucking frantically when he launched his spermload into her mouth. It was stupid and risky, but it gave me an idea how often Lenny got his rocks off in those days. Naturally I spent most of my life back then in perpetual envy of the two of them.

Lenny looked down at his crotch. All this reminiscing had made his cock hard. His red pouch was pointing in an anti-gravity direction, his cockhead pushing straight up against the fabric. 

"Well, look at this," he said, wagging his prick from side to side. 

"Hate to waste an erection," he said. Of course he and I used to say that to each other all the time, and then we would stroke our pricks together until sperm was flying everywhere. We both smiled at hearing the old phrase tumble out. 

"Can't let a hardon go to waste," mimicked Arlene. "And then you would plug me as fast as you could." 

Lenny stood up and moved over next to Arlene.

She looked up at his pouch, about eye height and inches from her face, and ran her fingers over his cock, smoothly gliding her hand over the satiny fabric and the underlying monster. It visibly hardened under her touch, growing longer and thickening. 

Arlene smiled, and I couldn't help but guess where her thoughts went, back to when she was first introduced to Lenny and his cock, and did all sorts of exciting illicit things for the first time, that she had done many a time since, perhaps even with lots of men. 

Then Arlene suddenly made a face and rapidly withdrew her hand, "Hey what am I doing?"

Lenny thrust his prick closer, "Just what you should be doing," he said, rather emphatically. 

Arlene stared at him. "No, here is the deal."

"I knew very well that by being invited here that one or both of you would be hoping to get into my shorts." She gave us each a long look. "Right?"

We both smirked. "Of course," said Lenny. "This is like that movie 'The Big Chill,' an old gathering of boomer friends. You cannot revisit the past entirely and authentically, but creative reenactment is certainly an appealing option!" 

He put on his best salesman face. "Remember the first time my cock went up your cunt?" he asked in almost comical delight. 

Arlene waved him off. 

"Nope. Not gonna happen that way. Back then all you guys were into calling the shots. No more of that." 

"That's funny," Lenny scowled, "I was sure all along that girls always were the ones in control. Pretty damn hard to get a cock past a set of thighs that are clamped shut tight," he said with exaggerated aggravation. 

"And not like I didn't do a whole lot of trying."

Arlene settled back in her chair, eying Lenny's bulging prick bundle. "So, whoever wants some pleasure from me will need to earn it."

Lenny and I exchanged glances. 

"What sort of earning is required?" Lenny grumbled. "Can't we at least opt for direct deposit?"

Arlene pretended she hadn't heard him.

"I said I had some concerns about your, ah, stamina," said Arlene evenly. "I am not, totally not, interested in the old five-minute hump-and-done routine."

Lenny wagged his pouch from side to side. "Not a problem sweetie, just give me a try. And when I'm done you got another hard one right next door," he said, pointing at my own bulge, which while not poking out with quite the same vigor, was clearly straining in its fabric basket. 

"I have the fullest confidence that this weekend you will not lack for cock attention and pro-longed pleasure." He exaggerated and drew out the last two words so much that both Arlene and I laughed. 

"Tell you what," she said. "Let's see how many ejaculations each of you can produce before dinner. One with the most gets to have me after we take a break for dinner and eat." 

She looked at her phone on the table next to her. 

"Nearly four hours til six o' clock. That will guarantee a nice drawn-out lascivious coupling later. I can think of all sorts of things that would be fun to do then with a cock that doesn't expire instantly. And in the meantime I would enjoy seeing your own little penis play. 

"You guys can pretend you are overheated adolescents again while you wank your pricks about. The phallocentric dream. Shouldn't be a trouble for you boys."

She sat back and looked at each of us. She seemed very pleased with herself. She took a sip of her tequila. "I'd be surprised if either of you gets past two."

"Two ejaculations?" I asked. 

She nodded. I was a bit afraid she was right. 

Lenny and I looked at each other, then he shrugged. 

"Okay, but it seems an awful waste of semen that could be put to better use somewhere else." 

His eyes traveled from her mouth, to her boobs, to her crotch. 

"Are you going to help at all? Or are we on our own?"

Arlene considered this for a moment. 

"I could imagine touching you a time or two, but am not going to help in any other way," she finally said, then her face brightened. 




Arlene's Long Spermfest Weekend



"Ah, I know!"

I didn't like the sudden evil smile on her face. 

"I think I want you to attend to each other." 

You could see her thinking it all through. "It won't be each of you just stroking solo, it will be a far more entertaining contest. You will have to pleasure each other!" 

Her grin got wider. "What fun!"

Lenny and I looked at each other, then our pouched pricks. I tried to visualize what it would be like to be masturbating him in front of Arlene. His brain was likely similarly employed. We were quiet for a moment. 

"I hear you guys used to stroke each other, no sense in pretending that it didn't happen." She looked at us with an amused smile. "You can get your big manly organs all warmed up, and then I'll get to have some fun this evening."

Lenny's eyes found mine.

"I see zee little flaw in your plans," I finally said, doing my best French Canadian accent, mimicking the only ethnic minority we had in our old New Hampshire hometown.

"What's that?" she frowned.

"Seems to me your contest is designed to see which cock is going to hold out the longest, presumably thus providing you the greatest, extended pleasure later, right?"

Arlene nodded. 

"And seeing multiple ejaculations will assuage any doubts you have about potential cock vigor and longevity in action?"

She nodded again. 

"So why in the world should I try to coax as many spurts as possible from my opponent?" I said with exaggerated exasperation, pointing at Lenny, or rather his cock. 

"Wouldn't that be counter-productive? He erupts three times under my expert ministrations but me only once since he deliberately is clumsy in stroking my prick? The incentive is for me to do a lousy job on him, keeping his count down, rather than up." 

Arlene's eyes narrowed, "Yes, right..."

"So, either we shouldn't be doing each other, or..." I paused, thinking about each of us jerking ourselves off all afternoon. "Seems to me your real goal is seeing how long a cock can hold up. Why don't you just measure the length of time each cock stays hard? That gives you a Cock Longevity Index, a CLI."

"Expressed in 'hardness minutes,' " chimed in Lenny. 

"Yeah, but then all that means is that when that cock does erupt this evening, it will be fast and furious and I'll maybe have a a huge load of pent-up sperm inside me, but it won't necessarily take very long to do it." Arlene looked at me with a challenge in her eye. "No fun there."

"Okay," I conceded. "We end with a climax, that way the next cockstand will still be long-lasting, but the testicle-tanks won't be completely depleted."

Arlene pondered this all for some minutes. "Alright, you're on. Point taken."

"So how are we going to establish a hardness standard?" ventured Lenny.

"If I can fold it in half, it's soft," said Arlene.

The thought of my hard cock getting folded in half made me wince. 

Arlene laughed. "Okay, folded at all. If it folds, the penis is done." 

"Toast," went Lenny, "inactive, deceased, dormant, dead."

We all looked at each other.

"So, we good to go?" I asked, pointing to both our crotches. Indeed it would have taken some effort to fold either of them, the way they were poking against their pouches.

"Go pee you guys," laughed Arlene. "It will be awhile before you'll be able to do so again, at least hopefully. Then we'll start." 

Lenny and I went in to the bathroom together. Our cocks were hard and it took a moment for them to relax enough to let out our urine. We pissed into the toilet at the same time, playing our ancient dueling urine streams game and laughing like a couple of teenagers. 

"Not sure about this," I went. 

"I'm not worried," said Lenny. "Regardless of which one of us pokes her tonight, she's gonna want more. She's eager to get her fill and I guarantee your cock will have gotten a good workout before the weekend is over."

"That's a bit what I'm afraid of," I said, only half jokingly. 

We made our way back out to the deck. 

"So let me get this straight," I said to Arlene, reclined on her lounge chair, drink in hand. 

"We each produce an erection and keep it that way, what, til dinnertime? Whoever goes soft first loses? Anything else?"

"Wait, wasn't there the issue of ending with a climax? How's that going to happen if someone goes limp? There are some things to get clear still," went Lenny.

"Okay," said Arlene, holding her hand up for attention. 

"I have decided how it will go. You guys get hard and we mark the time when you both are suitably erect. I will be prosecutor, judge and jury for the stiffness part of the deal, no appeals," she said evenly. 

"On your own, you can do anything you want to stay hard. And every twenty minutes," she said eying us closely, "you each give the other a good five minute work-over. I still like the idea of having you do each other. The cock owner has to sit or lie back while attended to, cannot dodge or move away. If somebody makes a semen mess, then the contest is over." 

Lenny and I looked at each other. 

"Alright, some issues," said Lenny testily. "What is the order of each other doing the work-over? Who goes first?"

"Flip for it, then alternate," said Arlene, like she was explaining the rules to kindergarteners.

"Okay, but what if, say, we go three hours, and Rob manages, somehow, through divine luck or something, to get me off during his five minutes of fame attending to me, but I haven't put so much as a finger on him during that cycle? Shouldn't I get a chance to see if I can bring him off too? In less time? Gotta be some reciprocity involved. Otherwise it's not fair." Lenny was adamant. 

"Point taken," said Arlene, acting mature. "There has to be reciprocity. But if the cycle comes around and the first cock X does not spurt, but cock Y does, then cock Y is the loser, doesn't get another chance at it. Clear?"

"Wish we weren't cock X or cock Y," muttered Lenny. "So impersonal."

"Don't you guys always name your cocks anyway?" asked Arlene, wide-eyed and smiling. "Didn't you call yours John?" 

She imitated Lenny's high school voice, "'Hey, I'm gonna get John up you tonight one way or another!' you used to say. Or 'How's about a goodnight kiss to the ol' Johnboy?' while you waved your penis in my face after a good fuck."

Lenny grinned broadly. "Yep, 'John' it was. You remembered!"

Arlene turned to me. "Alright, what's your cock's name?" 

"Shemp," I said, face reddening, while Lenny doubled over laughing. 

"Don't ask, it's a long story." 

"Shemp?" Arlene asked incredulously. "Like one of the Three Stooges?" 

"Look, I answered you," I said with some heat, "I shouldn't be penalized for telling the truth." 

"Okay, okay," Arlene laughed while holding up a hand. 

"Shemp it is. John vs. Shemp. Gotta be a winner in there somewhere," she said, gazing at our pouches. 

"Better be," she said under her breath.

"But what if the 'winner' never comes?" objected Lenny, his lawyer brain never totally disengaged.

"That defeats your whole goal, thereby producing an over-ardent, and thus premature, lovemaking event for you later. What about that?"

"I will take care of things if that occurs," smiled Arlene. 

Lenny's eyes gleamed.

"Okay. Two more requests," I said, "and we can begin." 

Arlene rolled her eyes. "Now what?"

"Will you do us the honor of making us hard to start us off?" I bowed to her in over-dramatic fashion.

Arlene smiled. "Okay, fair enough. Pull off your pouches."

We eagerly complied, both our pricks in a half-excited state anyway. She had us stand on each side of her, and used both hands to fondle us, reaching under our ballsacks and rubbing our shafts and prickheads. It did not take long before we both were hard, too stiff to fold anyway. 

Arlene admired her handiwork. "Nice," she said. And then she leaned forward in turn and gave each of our cocks a nice little kiss and took each of our prickheads in her mouth for a moment. My hips quivered as her soft warm mouth gave me a wet caress, and I felt her tongue circle around my prickhead. Oh man, was that sweet. 

She laid back, glanced at her phone and announced the time, 2:25. 

"I had one more request though," I continued. 

"Yes you did. What now?" she said a little petulantly. 

"Would you be kind enough to remove your shirt?"

"Alright," she laughed. And we were treated to the sight of her pulling her shirt off, and each one of her glorious white melons were freed from their confinement to spread out resting on her ribcage. 

They weren't as meaty or as firm as they used to be, but still had a mouthwatering heft to them as they sprawled out. My cock bobbed with the sight. Lenny and I both sat back on our own chairs. 

"Now what?" said Lenny, a hand at his cock, just barely caressing it. "We can't just fucking jack off for three hours straight."

"We can do anything we want," I said, "those were the rules." I looked at Arlene for confirmation and she nodded. 

"Why don't we see if our own perverted minds are sufficient to keep us hard? Lenny, you love telling the story of deflowering our favorite ex-virgin over here," jabbing my thumb in Arlene's direction. 

"Why don't you retell both of us that little adventure to start? That ought to be arousing enough."

Lenny smiled broadly. "Fine idea. I am sure Arlene will be happy to chime in with any corrections."

"Or emissions!" I cracked.

So we spent the afternoon trading stories. Lenny was careful to de-raunchify some of the stories that involved Arlene, as there were plenty of places in some of the stories where he had insisted to me that certain activities took place that he didn't mention in her company. 

Some of the stories were so engrossing that Arlene as timekeeper forgot to stop to have us attend to each other, but it didn't really matter. Our cocks stayed plenty hard. 

I have to admit the first masturbation cycle was a bit odd though. Lenny had finished his Arlene conquest story and started another. Arlene noted that more than twenty minutes had gone by and we had to flip a coin. 

Lenny "won" the toss and elected to have me do him first. He sat back in his chair and fixed me with a challenging stare.

I approached his seat and had him spread his legs. I very tentatively began by rubbing his balls with one hand, and lightly running the fingers of my other hand up and down his shaft, caressing his prickhead with my fingertips. 

His penis was handsome enough in the afternoon filtered light on the porch, all stiff and smooth like ivory, the veins a crooked purple-blue network, like colorful rivers drawn on a map. His cock's pointy prickhead I recollected got a red or purplish color when aroused. 

It was odd, the rest of him had gotten older and a bit weathered, but his cock, except for some gray hair mixed in the midst of his dark groin thicket, was pretty much exactly as I remembered it. 

I knew it well, about the same size as mine, but of course I always thought mine was handsomer, although he had succeeded in giving his a lot more life experience. 

But an erect cock, almost any erect cock, is just about one of the most stunning sights in the world, and I had the pleasure of having a nice one in my hands. 

Within a few minutes I even had some precum leaking out of his piss-slit, which I smeared around that lovely ridge that encircled his prickhead. He had to have been really aroused for this to be happening so early. I had been stroking him for just a few minutes. 

It seemed quite possible then that we were not going to be lasting very long at all. I decided to hold back a bit. It would be a shame to have it come to an end so soon. Lenny's face was scrunched up and you could see he was having a tough time keeping the arousing prick sensations from over-taking him. 

My fingers glided along his smooth shaft, delighting in the smoothness of it all. His balls felt nice in my hands, so firm in their scrotal sack. It is such a completely different experience to be stroking a cock other than your own, even though the topology is roughly identical.

I imagined his prick lodged up Arlene later, and then all the sperm he would launch into her, flooding her cunt and providing him enormous pleasure. I was far more excited myself than I should have been. 

Arlene watched the whole proceedings intensely and signaled when the five minutes were up. I got up and sat down at my own chair. Lenny stood up, a bit red-faced. 

"Five minutes at a time may be a bit too long for this sort of attention," he said, and Arlene gave a dark laugh. 

"Ha! Already you are set with your excuses. I thought these big manly pricks of yours were good for longer than this!"

"Okay, okay," said Lenny, "but you have to remember that you are here and your shirt is off. You are, and have been, a highly lust-producing machine your whole life, dear Arlene. That doesn't make it easier." 

Arlene just smiled. Lenny turned to me after I had seated myself and spread my legs. 

"Go," said Arlene softly, looking at her phone for a time confirmation.

Lenny rummaged a hand under my nuts, rolling them in his fingers, while pulling on my prick-shaft at the same time with his other hand. 

My mind raced back to the first time he had done this, ages ago, the first fingers besides mine that I could remember touching my cock, except maybe for the errant doctor or two. In those sex-saturated teenage days we talked sex nonstop, about what we would do with girlfriends when we finally had them, and of course our cocks were agonizingly hard pretty much all day long. 

Just like today, I think I had been the one who stroked his prick first before he agreed to do me, on that first day that we decided we should 'practice' on each other to see what it would feel like to have someone else coax one's desire forth. 

The feelings then of having a strange pair of hands on an organ made for pleasure, that had only felt such enjoyment from your own fingers, had been somehow enchanting, as if opening a door to a new world. 

Of course back then I would have preferred that it had been a handsome busty wench of a girl instead of Lenny, but at the time it was certainly at least marginally satisfying, and far more exciting than my own familiar solo touch. 

His hands were rougher now, and had naturally been all over all sorts of sexual organs in the meantime, likely dozens if not hundreds of groins, but it somehow felt great to return back in time. 

How many cunts had he felt up with his fingers? I wondered how many, if any, cocks he had fondled in the interim. After all these years, had his hands only been on his own cock, and mine? 

I closed my eyes and let my head rest on the chair's back. The trick of course was not to let him make me come, at least not until I had done him first. As if that was going to be easy. I tried to focus on the sound of the river in the distance, the crickets making their noises, anything that would keep me from sensing the wonderful tingles his hands were provoking. 

And he was working my cockhead now, that lovely center of nerve endings which were urging me into an unwanted eruption. 

I squashed my ass down onto the chair firmly, hoping to replace some of the pleasure sensations from my cock with those of discomfort from my butt, and did manage to hold out until I heard Arlene say "five minutes is up" in a vaguely detached tone, and the fingers left off.

I opened my eyes. Arlene was staring intently at my cock, which was twitching and pointing straight up. Her eyes were shining. Lenny stood up, his prick bobbing, and sat down at his own chair again, giving Arlene a long look.

Arlene's smile was wide. 

"This is certainly going to be fun," she murmured. "Not sure how long you big studs are going to hold out, however. At this rate there is no way you will make it to dinner." 

She was looking at Lenny's prick, poking up stiffly and damp at the head. 

We didn't end up making it to dinnertime, unless you wanted to call it a very early dinner. 

It wasn't quite two hours, and the five minute reciprocal work-overs had became increasingly difficult to endure. 

Both of us early on, and independently, had decided to go "easy" on each other, embarrassed that we would be erupting way too soon for Arlene's pleasure, but by the fourth or fifth time, even "easy" was getting to be an ordeal. 

And of course we had been talking sex non-stop, and our cocks had never gone soft. 

Lenny, who had gone second on what was to prove to be our next-to-last round, had caught me off-guard and attended to my prick far more energetically than I had for him, and he clearly had been hoping to bring me off, so that he would be declared the winner and be done with it. 

He was stroking me hard at the end, my balls aching for release. My hands gripped the armrests of my chair while I tried to keep my ass from clenching, my hips bucking, my sperm spewing forth. I barely held out my time, enormously relieved when Arlene announced 'five minutes' and Lenny, annoyed, got up and sat down at his chair. 

He knew he had been close to getting me off. There was a fair amount of fluid leaking out of my cockhead. 

Our last set of stories before the next round got increasingly raunchy, some deliberately aimed at the limit of Arlene's perceived boundaries. 

"Okay, your turn Rob," Arlene announced when twenty minutes had passed. 

I positioned myself between Lenny's legs, determined to fetch his sperm forth as fast as I could, and then see if I could keep myself from ejaculating afterward. 

After a few careful strokes with the fingers of one hand, bringing his cock to steel-like stiffness, I took a breath and focused my thoughts. 

I reached over with my other hand and placed his penis in my mouth. Lenny waved his hands and shouted out an objection but Arlene shook him off. 

"Not against the rules," she said, "anything goes." 

Out of the corner of my eye I could see her smile broadly.

I hadn't had a cock in my mouth for some time. My lips had closed over his engorged head, my tongue feeling its smooth turgid pressure. Lenny's cockhead was just how I remembered it, pointed, slick, with a narrow eager piss-slit that pushed back against my mouth involuntarily. 

I had spread his legs farther apart, and used a free hand to fondle his balls, all moving about in their drawn-up sack. Lenny's body had tensed, and I was convinced I could hear him grinding his teeth together. 

I went up and down a few times to make everything real slick, and then basically tried to do to him what I most enjoyed having done to me. 

I suckled his prickhead predominantly, making sure my tongue circled his hyper-aroused head, then went up and down his shaft a few times, then back to his penis-head, then repeated it all, working his balls continually, getting a nice rhythm going. 

He was leaking a fair amount of salty slippery fluid at this point, and I was enjoying both the taste and smell of his groin, and how his cock had become so hard and excited in my mouth. I figured I would definitely have his sperm before the five minutes were up. 

I could see Arlene leaning forward, her heavy breasts hanging enticingly, as she watched us intently. 

Then remembering my own advice, the pleasures I had experienced at the hands and mouths of others, I disengaged and suckled his nuts for a moment, slicking them up and feeling their sweaty, resistant pressure, smelling their musk, before returning to his prickhead, and used my hand to rummage wetly around his balls. 

The feel of his prickhead in my mouth was, I have to say, wonderful, all smooth but engorged, wet and aroused and ready for action. 

I tickled my tongue on his slit, and used my lips over the ridge of his prickhead. I could feel his legs tensing, his hips moving in a constricted, restrained way that meant he was trying to will them to stay still. 




Arlene's Long Spermfest Weekend



Then a sudden shift in cock hardness and some hip movements told me it was time. His cockhead was fully in my mouth when I felt the first pulse and a gush of sperm, then I pulled off and carefully and efficiently jerked him off the rest of the way, my hand moving slippery wet up and down his rhythmically contracting prick. 

In the old days, I would have sent his sperm a good foot or so up in the air, but now it just flowed up and out and down his cock in a stream of white viscous glue. 

There was plenty of it though, he kept oozing semen in soft twitches and it all collected in his groin thicket, making a mess of tangled wet crotch hair. 

I lowered my head to his thigh and let the sperm in my mouth dribble out on his leg, then wiped my mouth with the back of my hand. 

Lenny had never taken my semen in his mouth, and I wasn't about to show Arlene I would accept his until he had tasted mine.

Arlene was smiling broadly. "Took four minutes, seven seconds to empty Captain Bull Balls!" she cried.

Lenny's face was red and angry. I knew what kind of competitor he was, and I would be in the ride of my life trying to withstand his own efforts to get me off next. 

He stood up and grabbed a towel to clean himself off, while I took my own seat. 

He looked determined as he approached my crotch and spread my legs roughly apart. 

Lenny turned to face Arlene. "Just to be clear, if I get him off sooner than the four minutes seven he did to me, I win, right?"

Arlene nodded, and Lenny turned back to me. 

"Begin," said Arlene quietly.

I closed my eyes. My mind was all over the place. I both didn't want to feel what was about to happen, but at the same time I did. 

Lenny rubbed my shaft gently and ran his fingers lightly over my prickhead. It was luscious. 

My prick had had lots of adventures since high school, but here it was back in the first hands besides my own that had made it spurt semen. 

He was careful and deliberate. I tried to tune out the sensations but I kept going back over to the images in my head and what it had felt like to have his stiff, aroused cock erupting in my own mouth and it got me far too excited. 

I was also having some qualms about beating Lenny at our little competition, who never liked to lose at anything. I never minded seeing him lose out on bets and contests with others, but with me it was always a conflict. 

It was usually easier, and better all around, just to let him win these sorts of events. I used to let him win our distance sperm-shooting contests, he always enjoyed victory more than I did. And here he was the host this weekend and had gone to some trouble to get this all arranged. If I took Arlene first tonight, he might be pissed the whole weekend. 

My will began to waver. Should I let him win? Or steel my endurance and hold out for bragging rights later to be the first one in line for Arlene? 

It turned out not to be so much a matter of will, more just the irresistible feelings that overwhelmed my groin. Thinking of Arlene's crotch, and the exquisite sensations my prick would feel when up her, made my cock spasm in pleasure. 

A moment later, a change in feel, a wet different pressure on my cockhead made me open my eyes, and I saw that my prick was in Lenny's mouth. 

Now here was something different. He had never really ever sucked me before, only tonguing me briefly and letting his saliva drip on my prick to make it slippery wet to stroke, even though I had done him orally plenty of times. 

He had always been content to stroke me with his hands to completion, but today he had a goal at stake that made him pull out all the stops. 

He didn't suck long, just enough to really make my hips start to squirm, but he managed to make my whole shaft, piss-slit to balls, sopping wet, and his hands were sliding up and down with a vengeance now. 

I couldn't see what time Arlene's phone indicated. 

She was staring open-mouthed, her big breasts dangling as she leaned forward, completely absorbed at the proceedings. One of Lenny's hands was pulling lovely on my prick, his fingers just right along my cockhead, his other hand squeezing and urging my balls to do their job. 

Then I felt the root of my prick contract, and my balls no longer could hold out, and then a rush of semen coming. 

Lenny kept one hand on me, somewhat distractedly coaxing the rest of my sperm up and out, and asked Arlene the time. My groin kept squeezing, my semen getting forced out against my will.

When the number she began with started with "three" I didn't need to hear the rest. I knew I had lost. 

My fluids were all over Lenny's hand and dribbling down my shaft. 

Lenny's smile was both fierce and triumphant.

We cleaned up and I noted that Arlene's eyes were shining. 

"You both lasted longer than I thought." was her only comment. We took a break before eating, Arlene taking a shower before dressing for dinner.

The meal was a simple affair, salmon and salad. Arlene wore a plain, sleeveless, off-white dress, and had done us the great indulgence of dispensing with her bra. 

She had on a simple, expensive pendant-necklace, the single dark jewel that hung on it drawing one's attention to her soft neck and inviting cleavage. Simple small understated silver hoops in her ears exuded class. 

The soft fabric of her dress clung to her hips and waist, and of course we could see her nipples clearly outlined in the stretchy cloth. If you had seen her from a distance you would have just thought that here was an elegant woman, maybe someone you would see at a fundraiser for the local opera company, comfortably off, at ease with herself. 

But up close the white dress was absolutely intoxicating. The thin fabric revealed that she had no undergarments on, with just the suggestion of a dark crotch hair triangle showing through the front cloth of her dress. I suddenly realized that I had been hoping that she hadn't done the shaved cunt thing. 

Neither Lenny or I could keep our eyes off of her all evening. 

However, unlike the afternoon, we did not talk sex at all at dinner, but politics, current events, various personal history items. I realized after awhile that we were consciously avoiding anything even remotely sexual, a complete contrast to the afternoon. 

But I also noted that the tension of anticipation in the air had become tangible. The air crackled. If Arlene stood up to get another glass of wine, our eyes followed each little shift that her boobs made in her dress, or how her hips moved when she walked. A couple times Arlene smiled quietly at us, but this was the only acknowledgment she gave to our riveted attention. 

We made it to the end of dinner and Lenny listed our dessert options and asked what we wanted. Arlene gave him a long searching look. I held my breath. 

"I think you will do," she said, looking at him evenly, her eyes drifting from his face to his crotch. "I need to watch my figure." 

Lenny's eyes gleamed and he smiled broadly. He cleared the plates and reappeared with a tray with three brandy snifters, saying something about having at least some other additional liquid refreshment as an aperitif, at which Arlene again smiled, giving Lenny a long look. 

Lenny urged us out to the deck again, with the evening air having cooled a bit, and gave us each our snifter. It was nice brandy, I was going to have to ask him what kind. He stood right next to Arlene as we looked out over the back, and before long his arm was around her and his hand had drifted up to one shoulder, which he began to casually rub. 

Arlene's face flushed, and it wasn't too long before Lenny was now also rubbing one of her ass-cheeks through the thin dress. Lenny leaned over and gave her a kiss, his tongue dangling into her mouth. She returned the kiss with some enthusiasm, her head tilted back and eyes closed. 

Pretty soon I saw that Lenny's hand had slipped up her dress, squeezing her ass. After a couple minutes Arlene suggested that perhaps it was time to retire to bed, and we all put our glasses down and gathered up and went, without so much as another word, to Lenny's bedroom. 

Lenny made a show of turning down the covers, exposing the soft sheets. He lit a candle on the bedside table, then another one at the other end of the room by the dresser near the foot of the bed, with its mirror effectively doubling that candle's light. 

He turned deliberately and looked long at Arlene. 

"Would you like to see what you have done?" he asked softly, eyebrows arching.

She nodded silently. 

Lenny slowly removed his sandals, trousers and boxers. His cock stood out nearly horizontal, in Arlene's direction, its pointy head all engorged. He squeezed his ass cheeks, making it bob up and down a couple times. 

"I've been waiting for this all afternoon," he said softly. "Actually, for months." He pulled off his shirt and calmly walked over to Arlene.

He leaned forward and kissed her, once gently, then several times more with some energy. Her arms went around him, and I had the odd thought that Lenny's cock might end up leaving a damp mark on her nice clean white dress where his cockhead poked into her. It didn't matter, since he ended up pulling her dress off fairly quickly, and they settled in next to each other on the bed. 

Feeling rather foolish standing there, I took a seat at the only chair in the room, in the corner, and watched, almost like an anthropologist, their mounting preliminaries.

In some ways I had seen it all before. The familiar way they lay next to each other, kissing, their hands having drifted down to each other's crotch. But in high school they had usually been semi-clothed, off in a dark corner of a gym during a dance, or in whatever surreptitious spot they could find so they could attend to their pressing erotic business and remain unnoticed. 

I was apt to hover near them when possible back then, trying both to get a glimpse of their lovemaking for my own arousal, but also sometimes to act as lookout. I had saved their bacon more than once, perhaps one reason why I had been allowed to be close enough to view their intimacies. 

Of course, for Lenny it then also automatically meant he had someone to brag to afterward. 

"You see how hard I fucked her?" he would crow. Or "Twice in twenty minutes! I plugged her good! Her cunt got one damn good workout!" 

He always ended with the same tired advice: "You gotta get yourself a girl, Rob." I felt like slugging him.

But tonight, there was no need to hide, no reason to rush a climax, and they were unhurried and deliberate, almost in slow motion. 

They lay next to each other kissing for the longest time, fingers reaching and rubbing, sometimes Lenny's hands on her breasts or mound, tickling her crotch hair, which was dark with only a few gray hairs visible. If she trimmed it, she didn't do much. Maybe she didn't dye her hair after all and was just one of those people whose natural hair color just stayed dark. One of Arlene's hands was always on his prick, or under his balls, rubbing him softly. It was very quiet, very dreamy.

Finally Lenny arose on his knees, and inserted his head in between her legs, spreading them gently. He nuzzled her cunt, running his nose through her thick groin hair, and tickled his tongue out to dance along her cuntlips. Arlene settled back, her head turning to one side, and I saw her cross her arms over her chest, cradling each breast, almost as if she was giving herself a hug. 

Lenny was slow and very deliberate, and I guessed, correctly, that his aim was to either bring her off before he put his cock up her, or get her so close that her climax was assured regardless. He licked softly and thoroughly, and Arlene's hip movements suggested she was pleased with the attention. 

What I wasn't prepared for though however, was how often they shifted around. He turned aside after a time, and Arlene circled around to his own crotch and delicately took his prickhead in her mouth for awhile. She licked the tip, ran her tongue up and down his shaft, all very lightly and without stimulating him too greatly. 

At one point she had nestled herself down between his legs, spreading them aside, and was noshing on his balls. I couldn't quite tell if she was sneaking her tongue into his ass or not, but it clearly felt good. Lenny couldn't take much of this, and soon they had reversed position again, and he was back to licking her crotch. 

It was a delightful dance, each movement bringing them a little closer to the edge, but never quite reaching it. 

The light had grown dimmer outside as night fell and I realized I had had no idea of how long they had been attending to each other. The candles gave their bodies a nice warm glow. It was getting hot in the room, they seemed to be heating it up, and I found myself removing my shirt for comfort, then feeling a little silly, the rest of my clothes as well. 

My cock stood out horizontal in a delightful agony, it had gotten completely excited with the sight of the nearby erotic activity. Lenny's mouth was on Arlene's cunt at the time, and noticing me for the first time since they began, Arlene sent me a quick, quiet conspiratorial look of delight, her eyes lingering, I thought perhaps even hungrily, on my stiff cock. 

He rose on his knees, and gently spread her legs a little further apart, then nudged his crotch forward so that his prickhead was just barely touching her cunt lips. 

With a sly smile as he gazed at her, he used one hand to run his prickhead along her lips, first one side then the other, pausing to push her clitoris around a little with his pointy cockhead and dampen it. 

And then, looking at her the whole time, he slowly pushed his cock into her. She rolled her hips into his, and he paused when he was fully buried up her. I held my breath. He gently laid down on top of her, and all they did was kiss for several minutes, the only other movements were Arlene's hands caressing his back and rump. 

I could see the side of one of Arlene's breasts squashing out from underneath Lenny. One or another of the two old lovers must have finally contracted their groin however, and that set off a very slow pelvic dance. Lenny's ass-cheeks contracted in and out, little saucers forming in his rumpcheeks, as he ground his pelvis slowly into her. 

Her thighs were spread wide, although sometimes she would close them tightly and grip his sides while he slid in and out of her. He would pause at times, and I could just barely discern Arlene squeezing her groin around him, and he would begin again. 

After a bit of slow, sustained grinding, he slowly withdrew, and once again licked her cunt. She was heating up and enjoying herself a bit more, her breathing more shallow and rapid. Her toes curled and released. He was on his knees, head down at her groin, bent forward, and I could see his drawn-up testicles from the rear, and his rigid cock bobbing as he worked her over. 

He mounted her again, a bit less gently than the first time, and they ground into each other for a spell, mouths locked together. He decided not to remain long and soon withdrew, then made his way up her body until he was straddling her chest, just below her boobs. 

He kneaded them for a bit, and then slid forward on all fours, pushing his hard, wet prick all along her face, up and down her cheeks and nose, even into her hair, where it left a damp trail. He dangled his balls into her mouth for a good suckling, while she traced his ass crack with the fingers of one hand. Her legs were still spread, and I got a good look at her cunt, lips all spread open and the moist inner area exposed. 

Then the damnedest thing happened. He rose off her and dangled his prickhead over her mouth. She went to lick the tip and he clenched his asscheeks, making his prick bob away, just beyond reach. She giggled and for several minutes they played a game of 'lick the prick.' 

I wondered if this had been part of their sexplay when they were lovers back in high school. I had never seen them do this and Lenny had never mentioned it. She would extend an eager tongue and lips ready to catch his glans, and Lenny would bob his cock just far enough so she couldn't reach it. 

Of course with his weight on her he could keep her pinned down and unable to stretch the way she might have otherwise. I had to smile. Naturally Lenny had to let her "win" eventually, and was happy to let her lips move over his cockhead and have her lick the rest of his member. I saw her tongue dart along his shaft, and then tickle his cockhead in the dim light. 

He marked her face again with his wet prick, leaving damp streaks on her cheeks, and retreated to her crotch. A few licks got her hips moving, and he buried his face into her crotch intensely, alternately sticking his tongue all the way up her womb and then tickling her clitoris. 

She was ready, and crunched her pelvis into him, holding his head with her hands. Her legs stiffened out and her thighs began to quiver uncontrollably. She came twice in a row, exhaling hard and turning her head from side to side, the first one very quickly and strongly with a quiet, stifled murmur of pleasure, the second wave a little less powerfully. 

I found myself holding my breath, aware that I could feel my own blood pulsing in my veins. 

Lenny raised off, and it became clear he planned to mount her a final time. He slid his cock in and laid out on top of her, her hands around his ass and back. Again though, he was not in a hurry, at least not initially, but moved in and around her in an odd side to side movement, his ass cheeks clenching firmly but slowly. 

He raised himself up on his hands at one point, urging his hips into her deeply, while they looked at each other and he bucked into her a little more rapidly. Arlene directed a look my way, and gave me a signal I interpreted to mean I should come over. 

She whispered to me, saying something about wanting two cocks at the same time. I wasn't sure this would have been Lenny's favorite idea, but he kept grinding into her, and I had a feeling that he was so close to coming that nothing really mattered to him as long as he didn't need to pull out again. 

I knelt next to her head, which she had turned in my direction. She took my cock in her mouth. It wasn't fully hard but by the time she had given it a few long sucks she had made it that way. It was an odd feeling to feel her mouth go over me at the same time that Lenny was driving into her, since her body moved with his now, and his thrusts were becoming both more rapid and more vigorous. 

Her breasts were sloped out to each side, jiggling in time to Lenny's thrusts. He put his head on her shoulder now, his whole body laid out on top, his legs stiffening, and I could see his rump really working hard. 

With a sort of strangled cry, almost a sustained long grunt, his ass clenched fiercely, his hips drove into hers and he began to send his sperm into her. It was six strong frantic pushes before he slowed down, until his asscheeks were merely meekly doing their thrusting, finally stopping altogether while he relaxed on top of her. 

Arlene tongued my prick a little longer, I saw her smile with her lips around my cockhead, which actually looked a little odd, as I had never seen anyone smile with a cock in their mouth before, and then she left off to kiss Lenny, keeping one hand on my prick at the same time, sliding her fingers gently up and down my shaft. 

They nuzzled for some time, before Lenny finally rolled off, his cock flopping out all limp and totally soaked. The moment he was out, Arlene looked at me and invited me, with her eyes alone, to take his place. 

I scrambled down, pausing just a moment at her crotch, then buried my own cock up her. Her groin hair felt soft and damp against mine, and I was pleased to feel her run her soft fingers over my back and rump, tickling and pressing my balls and perineum. At this point the whole room smelled like sex – musty, sweaty, humid.




Arlene's Long Spermfest Weekend



Her cunt was all warm and wet, a bit sloppy. She sucked on my tongue, and I felt her squeeze her groin around my cock with lovely effects. I couldn't quite believe what my nerve endings were telling me. 

My prick was up my old buddy's girlfriend's cunt, already basted with his own sperm, and here she was, squeezing my excited cock with enthusiasm. This was Arlene, of the delectable heavy breasts and much storied sexual energy. I could feel her soft but willing body underneath me. 

At first I wanted to just do her quickly, as my balls were ready and I had been aroused for the whole evening, but Arlene slowed us down. She uncoupled after a few minutes, and rolled me around to the bottom, nuzzling my balls and licking them before lowering her cunt down on me, thighs gripping my torso. 

She sat on top of me for awhile, gently squeezing her cunt on my prick, and slowly rocking her pelvis, tweaking my nipples with her hands while I reached up and toyed with her hanging breasts. 

Lenny was watching to one side, and I noticed then that the large mirror on the dresser next to the candle was set up so that from my vantage at the top of the bed I could see Arlene's back and rump in the mirror, while she had mounted me. 

It was a double pleasure, seeing her breasts swaying over me in the foreground, and at the same time I could watch her squeeze her rump cheeks in the mirror while she rode me. Lenny clearly had arranged his room for exactly this sort of sight. It was vintage Lenny. 

She pinned my shoulders down with her hands and ground into me with increasing vigor. Her big ass cheeks in the mirror oscillated back and forth. Despite the enthralling view however, I wanted to finish on top of her, and managed to roll her over, keeping my cock up her the whole time. 

She giggled while we barrel-rolled over, and we kissed, her fingers lightly trolling over my ass and back. And I humped her good. I couldn't hold back any further, the whole day's worth of images and arousal finally snapping off with a huge crackling burst of energy. 

My first pulse of sperm hit her right at the top of my thrust, her hands holding my asscheeks tightly in a death-grip, spreading them apart and urging me into her. I felt my hips bucking uncontrollably, her own groin squeezing me for everything I had, until my balls were drained, my ass making pitiful little mini-squeezes after the fact, trying to urge the last bit of sperm I had in my testicles up and into her. 

We lay still for a bit, the night sounds gradually intruding, insect noises and a light breeze. She finally uncunted, and we sat next to each other, kissing. Lenny was over in a moment, to get some kisses in as well, his fingers rubbing her nipples. I think he was up for one more, his cock still a bit dangly and only half erect, but he started stroking it, trying to make it hard. But Arlene had had her fill for that night. 

She had said earlier in the day that she would not be spending the night with either of us in our beds, at which Lenny's face had fallen. 

"You haven't heard me snore," she insisted, and refused all entreaties. Lenny tried again now to convince her to stay the night, almost pleading to have her next to him in bed til morning, but she gently but firmly declined. 

Before leaving the room, she gave each of us a long lingering kiss, the fingers of one hand playing over our balls and wet hanging pricks. And then she was off to the extra-bedroom with a little smile to each of us. 

"Thank you gents!" she said. Lenny and I looked at each other after she left, and he raised his eyebrows. 

"Nice," he exhaled, "she's still a fine fuckstress." 

"And tomorrow looks promising as well," I added. 

He slapped me on the back and gave me a broad grin, and I made my way to my own bedroom, my groin warm and invigorated, pretty well done in for the evening.