0 comments/ 94143 views/ 8 favorites A Visit to Remember By: jt123 Traci seemed unusually horny this night considering that she and Jay had a guest staying with them in their small apartment. Very soon after Jay had slipped under the covers on their bed he felt her touch on his chest and stomach. She neatly slipped her hands under his t-shirt and began to rub his stomach in a way that definitely indicated she wanted more. "What about Amy?" Jay whispered motioning his head toward the living room of their one bedroom apartment. Amy had been Traci's roommate during their senior year in college five years earlier. She had just flown up the previous day for a short visit with her old friends. "Don't worry," Traci whispered back, "she's a heavy sleeper." She then dropped her hand down and slipped it under the waistband of Jay's boxers. Her fingers encircled his soft cock and she began to play with it as it grew harder in her hand. Jay looked at her suspiciously, for even if Amy was a heavy sleeper, the way their small apartment was set up she was currently on the couch that was probably only 15' or so from their open bedroom door. All of his intent to further protest vanished as Traci's hand quickly worked his cock to a full erection and Jay's need for sex outweighed his reservations. He slipped his hands under Traci's top and began fondling her soft tits as she continued to tease his cock. Jay loved his wife's tits and he took his time and ran around and over their softness with his fingertips. Traci was clearly ready to advance things as she sat up and pulled off her own top before removing her shorts. Jay did the same and the couple returned to their embrace now both completely naked. Jay dropped his head to her tits and began to drag his tongue around and around on them. He softly kissed them and, when he felt he had prolonged the teasing as long as desirable, he began to concentrate on her nipples. He teased them with his lips and tongue until they were drawn into stiff points standing prominently over her tits. Jay was aware that Traci had started moaning softly in response to his teasing and knew that Amy was likely to hear, but he was caught up enough in the act now that he didn't mind as much. He felt a surge of excitement as his mind envisioned Amy standing naked next to the bed touching herself as she watched the married couple fuck each other on the bed. Jay rolled over onto his back and sighed as Traci moved downwards and he felt her tongue against his hard cock. She continued to lick him for a while longer before she opened her mouth and took him fully inside. She softly sucked on him and used her lips and tongue to continue her teasing. Jay alternated between watching Traci's head move over him and closing his eyes and returning to his vision of Amy standing next to the bed watching. He couldn't actually see Traci's face as her brownish blonde hair had fallen down over her face and obscured his view. Her hair wasn't very long but was just long enough to fall down and cover her face at times like this. He still liked watching her hair sway back and forth as she moved her head over him and he imagined what her mouth looked like holding his hard cock. Traci kept up her oral stimulation of him for a short while longer before she moved up and they embraced in a wet, hungry kiss. Their tongues excitedly played against each other and their hands roamed all over each other's naked bodies. Jay fondled her ass and lower back and savored the feel of her tits pressed into his bare chest. "My turn," he whispered before rolling her over and moving down between her spread legs. He lowered his face to her pussy and started by lightly running his tongue over the damp folds of her pussy. She groaned again as he stepped up the intensity of his teasing. He knew lots of guys in college that said they hated sucking pussy, but Jay had always loved doing it. The intense scent and taste combined with how Traci reacted so intensely all contributed to his desire to suck her as often as possible. He alternated between slipping his tongue inside her and fucking her with it and using it to explore the area around her clit and pussy. By now her pussy was completely soaked from both her own heightened excitement and his saliva. Before he left her pussy he let his tongue slide down even lower a couple of times until he felt the rough edges of her tight asshole under it. She moaned softly as he licked at her asshole briefly before returning to the main focus of his attention. He finally lifted his head from between her legs and moved himself forward on the bed. He brought the tip of his cock right to the wet entrance of her pussy and briefly used his hand to rub the tip up and down her pussy collecting a heavy amount of wetness as it moved. Traci again moaned softly as he did this and her moan intensified as he began to drive his cock into her. At first he only inserted about half of his length before pulling back out so only the tip remained in her. On his second thrust he didn't stop until he was pressed tightly against her and his full length was inside her. They started to fuck at a slow steady pace. Jay knew that if he wasn't careful they might fall into a faster tempo that would be sure to wake up Amy. When she got really excited Traci liked to be fucked hard and fast and they often would both cum as the bed creaked loudly and the sound of their bodies slapping together mixed with their moans of pleasure to fill the room. Traci's eyes were closed and she seemed to be concentrating on the fuck as Jay watched her under him. They easily fell into a steady rhythm where she matched his thrusts by rocking her hips up and into him as he drove into her. Jay reached out to one of her nipples and began to tease it with his fingers as their fuck brought them both closer to cumming. Traci smiled and sighed as he teased her nipple until it was even harder than it had been. Jay knew he was right on the edge of cumming but he wanted to hold out so she would cum first. He concentrated on controlling himself for a short while as he felt and watched Traci getting closer and closer to her own orgasm. Suddenly her eyes opened wide and her mouth formed into an O shape. She let out a long, soft moan as she started to cum. Seeing and feeling her cum under him was too much for Jay to handle. He gave her about three more firm thrusts and he contorted his face with a mixture of pleasure and relief as he started pumping his cum into her. Their mutual orgasms continued for a while longer as they kept up their fuck throughout. Only after he was completely spent and her orgasm had fully passed did he lower himself down on top of her and embrace her in a deep kiss. His cock was still inside her as they lay together and kissed. It was at the same moment they both became aware of a noise near the doorway to their bedroom. They looked over together and Jay's mouth opened in surprise as she saw Amy standing just inside their doorway staring at them. She wore what looked like a men's white dress shirt that came down to just above her knees. The top two buttons were open, but what really drew Jay's attention was that her left hand was caressing her tit through her top. He looked back to Traci to see her reaction but she was still staring directly at Amy. Jay looked back and as Amy shifted slightly in the soft moonlight coming through the window he could see that her right hand was between her legs playing with her pussy. He was very excited at seeing Amy's obvious excitement, but he wasn't sure how to react to her presence. Mostly he didn't know how Traci was going to react. He looked back at his wife and saw that she was staring directly at their guest. He watched in surprise as Traci extended her right arm towards Amy off the edge of the bed. Without a word Amy moved to the edge of the bed and took her hand. The two women were now holding hands and looking intently at each other. Jay was excited and interested in what might happen so he rolled off of Traci and lay down next to her. His movement left Traci laying on her back and completely naked before Amy. Amy's gaze shifted down from Traci's face and she surveyed the naked body before her. Jay felt a surge of excitement that peaked again when Amy's gaze left Traci momentarily and she let her eyes explore his wet, softening cock. Amy released Traci's hand and began to crawl into bed with them. Jay was now wildly excited and his head was spinning at the thought that one of his wildest fantasies was about to come true. Traci made no movement that would indicate she didn't want Amy to join them and soon there were three in the bed. Amy first lowered her mouth to Traci's stomach and began to give her soft kisses. She continued kissing her as Amy moved lower with the kisses moving down her hips and onto her thighs. Jay couldn't believe what he was seeing. Amy's long wavy brown hair started falling down over her face and blocking his view so he turned and focused on watching his wife react to the other woman's touch. Traci groaned and then sighed so Jay looked back at Amy and saw that she had moved between her spread legs and was sucking her pussy just as he had done not long before. Jay watched excitedly as Amy licked and sucked at Traci's excited pussy. She moved her mouth close to her and drove her tongue deeply inside Traci as Traci groaned in pleasure. Jay realized that Amy was literally sucking his own cum out of his wife's pussy! He shifted so he could see better and watched as Amy continued her sucking and teasing. Something about the way Amy moved between his wife's legs struck him. There was something about her movements that suggested she wasn't at all uncomfortable or unsure what to do. Jay realized that Traci's roommate, about whom he had often fantasized during their days together in college, was at least bisexual if not a lesbian. He watched as Amy's experienced tongue continued to tease his wife and was hit by another thought. Traci hadn't at all been surprised or hesitant with Amy since they discovered her watching them. As Amy sucked at her Traci also appeared comfortable in a way that suggested that she too was no stranger to sex with another woman. Traci's hands taking hold of his head interrupted Jay's thoughts. He looked down at her and saw her looking back at him with a wild sexual gleam in her eyes. She pulled his head down to her tits that he eagerly began kissing and sucking as Amy continued doing the same to her pussy. Jay lost track of time for a while as he focused on teasing and exciting her tits and his mind raced with the thought that Amy was still sucking her pussy in their own bed. It may have been hours or only a few minutes later, but Traci's hand pushed his face tightly against her tits and he heard her start to moan. She called out, "Oh God!" and started to cum for the second time that night. Jay wished he could have watched Amy as she sucked on Traci's pussy throughout the orgasm, but Traci kept him held tightly against her chest. Instead he sucked one of her hard nipples into his mouth and rolled his tongue around and around it as he sucked. Traci's orgasm was considerably more intense than any Jay had seen her have in a long time. She moaned over and over as it seemed like her orgasm hit her in waves. After she finally began to regain her composure she released his head and he immediately turned to see what Amy was doing. He watched as she gave Traci's pussy one or two more licks and then raised her head. Their eyes met briefly and Jay couldn't believe how sexy she looked with her chin and cheeks coated in Traci's pussy juices. Jay thought he picked up an attraction or connection between himself and Amy in that moment but before anything else happened Traci sat up, took hold of Amy's shirt, and pulled her down onto the bed. As the two women came down onto the bed Traci rolled Amy over so Amy ended up on her back with Traci laying next to her. Jay only sat and watched as Traci began to hurriedly unbutton her ex-roommate's top. If Jay had any questions about his wife having been with other women before they disappeared now. Seeing how confidently and directly she was undressing Amy definitely indicated to Jay that she had done this before and probably with Amy. Traci pushed her top aside exposing Amy's tits and body to both her and Jay. Jay stared lustfully at Amy's tits. They always looked perfectly sized for her 5' 6" height and he was surprised that they even looked bigger than he had fantasized naked. They held their shape perfectly and he let out his own groan as he watch Traci start to softly caress them with her fingers. That lasted only a brief while as Amy then looked up at Traci and whispered, "Do me." Without hesitation Traci dropped between Amy's legs and began sucking her pussy. Amy groaned loudly and began rubbing her own tits as Traci busily licked and sucked at her wet pussy. Jay watched in shock and excitement as Traci quickly worked Amy into a frenzy and then as Amy unleashed a massive orgasm with his wife's mouth still working at her pussy. Amy's body shook from the power of her orgasm and it took her several minutes to regain her breath and composure. During that time Traci stayed between her legs and continued to gently explore her pussy. As Amy had done a few minutes earlier Traci now raised her head from her lover's pussy and made eye contact with Jay. Her chin and face were coated in Amy's juices and she and Jay stared deeply into each other's eyes for a few moments without moving. Traci then crawled over to him and pushed him back until he was laying flat on his back. For the second time that night she lowered her mouth to his excited cock and took him inside. She bathed him with her lips and tongue as he groaned in pleasure. This blowjob was different from before in one key way that Jay could sense in her actions. Before she had intended to excite and tease him before they fucked, but now she wanted this to be the final act. She sucked him wantonly and Jay knew she wanted him to cum. After all he had just seen he knew he wouldn't last long. He closed his eyes for a moment and just savored the intense feelings her mouth gave him. Suddenly she released him from her mouth. Jay opened his eyes to see what had happened and was surprised to see that Amy had moved next to his wife. Amy replaced Traci's mouth with her own as Jay groaned again and Traci watched excitedly. Amy's blowjob was different from Traci's but equally amazing. She sucked him and teased him with a completely different style than Traci but he was soon moaning in lust and knew he was going to cum soon. Just then he felt a new sensation on him and looked down again to see Traci had moved back and brought her mouth to the side of his shaft. Amy now concentrated on the tip of his cock as Traci let her lips and tongue slide up and down his shaft. Shortly afterward the two women began trading his cock back and forth between them. They sat side by side and would take turns sucking him and licking him for a few moments before letting the other woman have a turn. Jay couldn't believe the sensations he was experiencing. Rapidly moving back and forth between the two women was not only visually the hottest thing he had ever seen, but then feeling their different styles and techniques changing so quickly was more than he could stand. He closed his eyes and lost track of whose mouth was around him. Finally he couldn't wait any longer and he groaned, "I'm cumming." Immediately a hand grasped the base of his cock and began to stroke him up and down firmly. He let out a long moan and he started cumming. The hand on him slipped up and down easily with the combined saliva of the two women offering lubrication as it continued stroking all the cum out of him. Jay was surprised at how much cum shot out of him but was not surprised at the intensity of his orgasm. He had never seen or experienced anything as wild as this and he couldn't remember a time when his own orgasm felt as intense. Jay finally opened his eyes and saw that his stomach was covered with small droplets of cum. What most interested him was that Traci's hand, the one holding his cock, and arm also had his cum on them and that Amy's chest just over her tits had a line of his cum on it. He figured that Traci must have directed his initial shot of cum so that it landed on Amy's chest and then jerked the rest of it out onto wherever it happened to land. With her hand still around his cock Traci leaned forward and met Amy with a soft, probing kiss. Jay could see their tongues dancing back and forth and tried to memorize the sensual vision before him. They kissed for a short while before all three lay down on the bed together. Jay helped Amy massage the cum on Traci's arm and hand into her skin and Jay watched intently as Traci rubbed his cum into Amy's chest. Finally Jay laid back as first just Traci and then both women began rubbing his cum into his stomach. When they finished he and Traci exchanged a very sensual, slow kiss that lasted for several minutes. Traci and Amy exchanged one last kiss before the three of them settled down together on the bed. It was crowded with them all there but Jay certainly didn't mind. The last thought that ran through his mind before he finally fell asleep was that he and Traci were going to have quite a lot to talk about in the morning. A Visit to Remember Rebecca and Sean had been married for a little over three years. They had married right after her college graduation, and so were still in their mid twenties. They were very happy; they had a fantastic sex life and lots of friends. Though they had recently moved, they still tried to keep in touch with all of their college friends; the move had even put them closer to a few of those friends, and they were looking forward to being able to see them more often. One of those friends, Mark, had made arrangements to come spend the weekend with Sean and Rebecca in their new house. They were both looking forward to the visit, though Rebecca was a little disappointed by the timing. Though they had moved almost a month ago, they had both been so busy with work that they had not had time to finish the unpacking. So, in the few days leading up to Mark’s arrival, Rebecca worked non-stop to get the house in order. She knew that he probably wouldn’t care if there were a few things in boxes, but to her it was the principle of the thing. Besides, if that’s what it took to get them completely settled in, she was glad for the motivation. Sean and Mark had attended the same university and had been good friends while there and since. Rebecca knew him fairly well from her visits to see Sean, though she didn’t know him as well as Sean did. She did know that Mark had always had a huge crush on her. Actually, she thought, it wasn’t so much a crush as he just wanted to get in her pants. She was flattered, but she was also spoken for. Besides, though Mark wasn't an unattractive guy, he just wasn’t really her type. Sean, on the other hand, was definitely her type. He stood about six feet tall with broad, strong shoulders. He wasn’t overly buff, but she loved how strong he felt when lying above her in bed. She found his sandy blonde hair and deep brown eyes very attractive. Mark was almost exactly the same height as Sean, but he was much leaner. She had always thought that if had just put on a little weight and/or muscle that he would be a knock-out. Mark had black hair that Rebecca had always known him to keep clipped short, almost military-style. He also had very large hands for the rest of his body, a feature that sometimes made him look awkward. On the Saturday of Mark’s arrival, Sean and Rebecca rose early to finish off the few remaining things that needed to be done around the house. Mark would be arriving around lunchtime, and they still needed to get the guestroom looking presentable. When lunchtime neared, Sean left Rebecca to finish and went out back to fire up the grill. He intended to have lunch ready when Mark walked in the door. Rebecca finished quickly, jumped in the shower, and was getting dressed when she heard the doorbell ring. “Sean, he’s here, can you let him in?” she called down the hall. “Sean?” Damn, she thought, he must still be out back. Luckily she was almost dressed, so she quickly pulled her shirt over her head and went to the door. Rebecca opened the door and stopped abruptly when she saw Mark standing there. He had apparently taken her mental advice, because he barely looked anything like the lanky college boy she remembered. He had obviously been working out; the polo shirt he wore hung across his shoulders like he was in a magazine. He looked as though he had finally grown into his hands. He had grown out his buzz cut, and his head was now covered with thick black hair, just a little longer than normal, and just the way Rebecca liked it. Mark grinned. “Hey, Rebecca, how are you?” She blushed when she realized that she had been staring, and she could tell he knew why. He leaned forward to give her a hug; he was obviously enjoying the role reversal, and he squeezed her close to his hard chest. Before now, she had always been the one to make him uncomfortable. “Hi Mark, come on in. It’s good to see you.” Rebecca pulled away and held the door open for Mark, and watched his ass in his tight jeans walk past her into the hallway. Damn, she thought, this is definitely not the Mark I remember. Along with his new looks, he seemed to have developed a new confidence. She could certainly see why. By then, Sean had noticed Mark’s arrival and had come in from the back. The wonderful aroma of charcoal drifted in from the open door and brought Rebecca back to her senses. She listened as Sean good-naturedly teased Mark about his new appearance. Once the guys had finished their hellos, they all followed their noses out to the patio and the waiting food. Lunch was good, and the combination of eating a big meal, finishing off the six-pack that Mark had brought, and finally getting to sit down after all of the preparations made Rebecca sleepy. It was a beautiful day, and Rebecca found herself slipping in and out of sleep in her lawn chair. Sean and Mark were talking about buddies from school, mostly people Rebecca didn’t know, so she found it hard to pay attention to the conversation. At one point she came enough out of her doze to hear the guys talking about someone they had known at school. “Yeah, well, he always did get the hot chicks. Don’t know why since he was such an asshole.” “You know who he really wanted, don’t you? Rebecca,” Mark offered. At the mention of her name, Rebecca listened more closely, though she kept her eyes closed. She was curious to see where this was going to go, and wondered who it was they were talking about. “Can’t say I blame him, of course,” Mark continued. “You know damn well that she’s hot as hell. In fact, she looks even better now than she did back then.” Rebecca felt herself flush at the compliment. She tried to not draw any attention to herself since they obviously thought she was asleep and not listening. What was up with this? she wondered. She had always known that Mark had the hots for her; why was her body acting like this was breaking news? Rebecca suddenly became aware of the painful crick in her neck, no doubt brought on by sleeping in a plastic chair. She stretched her arms theatrically to let them know she was awake, and slowly got to her feet. “Boys, no offense, but I’ve got to go lie down somewhere more comfortable for a little while. Don’t let me sleep too long, okay?” Rebecca went inside and headed for her bedroom for a nap. All the extra work had just caught up with her and she felt exhausted. She felt a little bad deserting their guest, but she knew that the guys would find plenty to talk about. Besides, she’d been right next to them sleeping already, and they hadn’t seemed to mind. “Man, I think she heard you,” Sean chuckled after she had closed the door behind her. Mark shrugged. “I don’t care. Besides, she was seriously checking me out when I first got here.” “Really?” “Yup.” Mark grinned. Sean looked his friend over. It was true that he looked little like the guy he had known in college. In fact, Sean thought, they now actually looked a lot alike except for their faces. Mark had filled out to the point that his body was shaped very much like Sean’s, and Sean knew that Rebecca was attracted to him. It only made sense that she would find someone who looked like him attractive as well. *************** In the bedroom, Rebecca had found herself suddenly less sleepy. She was thinking about what she had overheard and trying to figure out what about it had made her feel so hot. In fact, she realized, she was horny as hell. She stripped and crawled between the covers. She usually slept in the nude, especially in warm weather like now, though normally she would have covered up with a guest in the house. This afternoon, though, her horniness lowered her inhibitions. The feel of the cool sheets on her skin was fabulous, and she didn’t really think Mark would come into her bedroom anyway. Rebecca lay absentmindedly thinking about Mark, running her fingers over her body slowly. She remembered how it felt to be pressed up against him in his hug, and found herself imagining his weight on top of her. She was now wide awake and painfully horny. What she really wanted was a hard fuck, but she knew she’d have to make do with her fingers. She hoped that Mark wouldn’t mind the sex he was going to hear coming out of this room tonight, because she was planning on jumping Sean the instant he came to bed. Rebecca ran her fingers over her breasts, pulling at her rock-hard nipples. She lowered one hand and ran her fingers through her trimmed bush. She didn’t want to tease herself right now, however, and she shoved her fingers in her dripping wet pussy and attacked her clit. With one hand on her clit and the other still tugging at her nipples, it didn’t take long for Rebecca to feel her orgasm building. She doubled her efforts on her clit and her release hit hard, making her back arch and her legs shake. She came down from her high slowly, wondering if she had made any noise, and deciding she didn’t care. She knew that when she was really into sex she could be very loud, and she had definitely been into it then. There wasn’t anything she could do about it if she had been loud, and besides, she kind of liked the idea that the guys had heard her. It made her feel naughty to think that they knew what she was feeling and why. Now that she had had her release Rebecca was feeling more relaxed, and she quickly drifted to sleep. *************** The guys had been talking out back for a long time and finally decided to come in. They settled down on the couch and decided on drinks and a card game. Sean went to the kitchen for the drinks with instructions to Mark to check the drawers in the den for cards. A minute later Mark stuck his head into the kitchen. “Hey man, no cards in the den.” “Okay, let me think. Oh, I think we had them in the bedroom last. Check the drawer in the bedside table. And be quiet; I think Rebecca’s still asleep.” Mark walked down the hall and quietly pushed the door open. Rebecca had drawn the heavy curtains so she could sleep, and the room was very dark. He stood in the doorway for a moment letting his eyes adjust and getting his bearings. As he became able to see, Mark realized that the little light in the room was highlighting some very tantalizing curves on the bed. He took a few steps closer and was able to focus on Rebecca’s naked body curved sexily in front of him. She lay half on her back half on her side, and her long brown hair was strewn wildly on her pillow. She had mostly thrown off the sheet, but the corner teasingly draped over her legs, hiding the place where they met. This drove Mark even more crazy than if he had been able to see everything clearly. Her breasts were not huge but they were perfectly shaped. The room was a little chilly, and her nipples stood out tall from the perfect mounds. One of Rebecca’s hands lay cupping her breast, the other high on her inner thigh; Mark wondered if she had placed them there intentionally. The thought of Rebecca touching herself set his heart racing. The overall picture that lay before him was beautiful and incredibly sexy, and he couldn’t tear his eyes away. Mark heard footsteps behind him and knew he was about to get caught, but he still couldn’t bring himself to stop looking at Rebecca’s sleeping form. “What’s the matter, still can’t find those cards?” Sean asked in a hushed voice. Sean came to stand beside Mark, and, as his eyes adjusted, slowly realized the alluring scene that lay before them. “I’m sorry man,” Mark said as he turned to leave the room. “She’s just so gorgeous.” “I know.” Sean was obviously just as affected by the scene as Mark had been, and he lingered over his sleeping wife for a few moments before following Mark down the hall. Both men went back to the couch and sat, not even trying to hide the bulges in their pants. Sean was seriously considering leaving Mark alone with the TV for awhile and heading back to the bedroom. “God, you’re so lucky,” Mark said after a few moments. “I don’t see how you can just sit here with her in there like that.” Sean grinned. “I’m seriously considering deserting you for a few.” He looked at his friend in obvious discomfort and decided that wouldn’t be very nice, but damn, was he going to fuck the hell out of her later. ****************** Rebecca lay sleeping in the bed, and was only slightly awakened when she felt Sean’s warm naked body against hers. She snuggled up to him and drifted back to sleep. She was pulled closer to consciousness again when he began lazily circling her breasts with his fingers. Rebecca loved to have her breasts fondled; she lay still with her eyes closed and enjoyed the sensations caused by his talented fingers. His lazy motions became more deliberate and when he finally brushed across her nipple a moan escaped from Rebecca’s lips. Encouraged by her response, he lowered his head and licked across her nipple slowly, then twirled his tongue around its base. When she arched up into him, he covered as much of her breast as he could with his warm mouth, swirling her sensitive nipple with his tongue. This treatment had driven Rebecca into a frenzy, and she finally opened her eyes to watch. Her eyes were blurry from sleep and it was very dark, so at first she thought her imagination was running wild; she had thought that she had seen Mark’s dark hair instead of her husband’s. She blinked a few times and decided that the light and her daydreams were combining to play tricks on her. She closed her eyes again, pulling his chin up for a kiss. When their lips met, Rebecca knew that something was different and her eyes flew open. “Mark!” He leaned forward and kissed her again. Rebecca’s mind was in turmoil. As much as she had enjoyed her fantasy earlier that afternoon, she didn’t think this was right. She knew Sean would be livid. “Mark, no, we can’t do thi-oooooooooh.” Her protests were quickly cut off when she felt one of Mark’s thick fingers sliding between her pussy lips. Mark’s dark green eyes bored into hers. He tilted his head toward the doorway, and Rebecca looked to see her husband leaning against the wall, watching them intently. His eyes were glazed over and he was stroking the front of his pants. His shirt was off, and in the light from the hall she could see that his nipples were tiny and tight. Rebecca’s attention was jerked back to Mark when she felt his finger return to her pussy. He began to kiss all over her face and neck, and Rebecca lost herself in the exquisite feelings that were coursing through her body. Mark worked his way back down to her chest, giving her other breast the same wonderful treatment the first had received. After a few minutes at her breasts, Mark began kissing and licking his way down Rebecca’s flat stomach, taking his time and savoring the taste of her soft skin. Sean had by this time removed his clothes and had come over near the bed. He turned on the small lamp and stood watching as his friend reveled in his wife’s beautiful body. Though Mark was incredibly aroused, he was determined to make this last as long as he could. He wanted to just shove his cock into Rebecca and fuck her hard, but he knew this was probably his only chance to be with this amazing woman. He had nibbled and kissed his way down to her stomach, and was nuzzling her soft mound of hair. This whole time his finger had continued teasing the outside of her lips, and her moisture was running down her legs and over his fingers. Rebecca opened her eyes and saw Sean standing above her, his dick inches from her face. When he saw her looking, he took his cock and rubbed the tip over her lips. He knew she loved to suck him and that this would drive her wild. It didn’t take long before Rebecca’s tongue had licked every drop of precum from his tip and was greedily licking his shaft. She grabbed his ass, pulled him closer, and swallowed his dick in one smooth motion, taking him in almost to his balls on the first stroke. She held him deep in her throat by his ass, and sucked and licked on his shaft until he was groaning in pleasure. Mark looked up at Sean’s groans, and saw Rebecca’s lips wrapped around the base of his shaft. He let out a groan of his own and buried his face in her wet pussy, licking for all he was worth. The combination of this new stimulation and the dick in her mouth threw Rebecca’s body into overdrive. She began twitching on the bed beneath them. Both men wanted to push her over the edge, so Sean reached down and began fondling her breasts, pulling and twisting her nipples roughly like he knew she loved. Mark saw how close she was and simultaneously sucked her clit into his mouth and pushed his large forefinger deep into her pussy. The combination of all of this was too much for Rebecca, who screamed out her orgasm, her body lifting far off of the bed. The waves of pleasure ran through her for what seemed like several minutes. Sean had removed his dick from her mouth when she first started cumming, but the guys maintained their assaults on her breasts, clit, and pussy until she collapsed on the bed, moaning quietly. The men watched Rebecca as she lay exhausted on the bed, both of them wondering if they had overdone it. That had been a very violent orgasm, and they weren’t sure if she’d be up for any more. Then, after a minute or so, she opened her eyes, looked up at Mark who was kneeling between her legs, and said quietly, “What are you waiting for, Stud? I need to be fucked!” He lost no time in sliding his rock hard dick into her waiting hole. She moaned when his thick cock stretched her wide, and knew that it wouldn’t be long before she had another mind shattering orgasm. Mark grabbed her legs and pulled them up in front of his chest so that she was bent at the waist, and began long steady strokes that set her on fire. Sean had returned his attention to her breasts and stomach, and when he trailed his fingers down and over her clit, she screamed out in pleasure. He continued to push her close to orgasm, but every time she thought the damn would break he would back off, teasing her mercilessly. Rebecca’s obvious pleasure and her tight, gorgeous body was taking its toll on Mark. He knew he wouldn’t last much longer so he let go of Rebecca’s legs, which she quickly wrapped around his body. He then reached under her and grabbed her ass and began pounding her with his cock, pulling her tight against him. Sean was merely enjoying the show from a few feet away. The two lovers ground their bodies into each other passionately, and soon Mark had leaned down on top of Rebecca, holding her tightly as he emptied his seed inside of her. Rebecca remembered her earlier wish to feel his weight above her; she had been right, it was a wonderful feeling to be surrounded by his strong body. After a moment, Mark pulled out and collapsed next to Rebecca on the bed. Sean took no time in replacing him between her legs. They settled into a slower rhythm, though Sean knew he couldn’t keep up the slow pace for long. He had been horny ever since seeing her naked earlier, and he had just watched a hot display between his wife and his friend. He had known how hot she was during sex, but he’d never before been an outside observer. If anything, it had been even hotter to watch her with someone else. Mark was collapsed next to Rebecca on the bed, but he found the energy to roll over to face her. He moved in close and began nuzzling at her neck and biting at her earlobe. “God, Baby, you are so hot,” he breathed into her ear. “I’ve wanted to do that for such a long time. I want to do it again right now. I want to fuck your hot cunt.” The nasty talk was having its desired effect on Rebecca, as she was now moaning loudly. Mark leaned over and muffled her moan with a deep kiss. Their tongues danced and fought until Rebecca couldn’t take it any longer. “Someone needs to suck my tits right now!” Neither man wasted any time in complying with the command, and Rebecca quickly had a mouth on each breast. “Ohgod, ohgod, ohgod, ohhhhh!” she screamed as her second orgasm washed over her. A Visit to Remember Rob went to stay with his aunt's house for a week one summer when his dad and step-mom went out of town on vacation. To put it more properly, it was his "step-aunt's" house, as it was his step-mom's sister. His aunt Becky had one daughter, Tara, who was also a newly turned eighteen-year-old and had always had a soft spot in Rob's world. Rob had met his cousin and aunt before, but he was going to get much friendlier this visit. Nothing abnormal happened the first few days. One evening, however, when Becky was out at the store, Rob was sitting in the living room reading a book when Tara called for him down the hallway. Rob followed her voice and quickly found that it came from the bathroom, which was left slightly open. Tara's voice wasn't urgent so Rob came to the door and asked what she needed. Tara told him to come in, and he was shocked when he opened the door. Tara was in the bathtub, taking a bubble bath, with her legs hanging out the side and was wearing green stilettos. She had a very devious smile, which only made her look more seductive than she already did. Rob had always thought she looked good, but seeing her covered only in bubbles, her breasts slightly exposed, her arms resting on the side of the tub and her legs up in the air, and even the way her long dark hair contrasted her creamy white skin, Rob was simply speechless. She playfully swayed her legs a bit and cocked her head, and asked him how he liked her shoes. Rob muttered something indistinguishable, and Tara giggled to herself. She asked him to come over and take them off, because she didn't want to get them wet. Without thinking about it, Rob obliged, sitting next to her legs on the end of the tub and slipped off her shoes. Tara sighed happily as he did this, then started to complain how her feet were hurting her and how much she loved a nice massage. Rob had never been a foot fetish kind of guy, but something about touching them excited him, if for no other reason than that he was touching this hot naked chick who he was sort of related to. Shoving the objections out of his head, Rob gently touched Tara's feet, and she slowly pulled them up and put them in Rob's lap, dangerously close to his already very excited self. She moaned pleasurably as he stroked and massaged her bare feet. Leaning her head back and closing her eyes, a smile came on her face as she extended her legs into Rob's hands, clearly indicating that she wanted him to go further up. Rob for a second resisted, but just then Tara breathed in deeply and even more of her breasts were exposed. Hot desire shot the resistance right out of him, and Rob rubbed Tara's shins and calves. Tara cocked her head to the side slightly, her smile becoming more sexual, and she slowly ran her hands through her hair, which exposed a pronounced curvature to her breasts. Just as Rob's hands glided up Tara's legs even further, venturing under the bubbles, there was a noise at the front door. Rob froze in terror, which Tara didn't help as she opened her eyes slightly and said in an extremely seductive voice, "Mom's back, better leave, cousin." Rob stared at his buxom beauty cousin for a split second before rushing into his room and closing the door. His heart beat slowed only when enough time passed to tell him his aunt suspected nothing. The next day was one of those perfect days that happen once or twice a summer. The sun was shinning and a few puffy clouds scattered the sky, and there was a soft breeze that kept the heat from getting too hot without making the air feel cold. After a leisurely breakfast, Rob wondered outside to the pool area in the backyard, where he found Aunt Becky relaxing on a lounge, reading a book. Aunt Becky was definitely his favorite aunt, mostly because she was simply very attractive yet very nice. She had long, straight brownish-red hair that came down a little past her shoulders, with a sharp nose and a beautiful smile. She was fairly tall, slim yet still held a figure that included very nice hips and ass and large breasts like her daughter. She was wearing a fairly low-cut white tank-top that was thin enough to allow her nipples to poke through, and a loose jeans skirt that slid pretty far down her leg as she had one knee bent and the other straight. A pang of guilt struck Rob, as he awoke from having unconsciously stared at her for a few seconds, remembering that he had only the night before was pretty close to having sex with her daughter. Just as his thoughts started to envision Tara naked in the bathtub again, Becky looked up and smiled broadly, inviting Rob to come join her. She put her book down as Rob came over and pulled her knees up to her chest, incidentally giving Rob a magnificent view in between her legs. Rob sat down at the end of the bench, and as they talked, he had to try very hard to keep his eyes out from between her long, toned, sexy legs... Rob jumped slightly and looked back at Aunt Becky's face as she chuckled. "You're not awake yet, are you?" "No, not really," Rob said, glancing down only to look right back up upon seeing the blue material between her legs. "Are you having fun here?" "Oh yeah, I'm lovin' it." "Well, I hope it at least's beats sitting at home all week." Rob laughed, thinking about the difference between seeing Tara in the bathtub and doctored images on the internet. "Yeah, you know, can't beat not having to cook." "Mmmm, glad you are enjoying that too," Aunt Becky said in a voice and manner that reminded Rob all to much of Tara last night. "So what book are you reading?" Rob asked politely. "Oh," Becky muttered, brushing her book behind the bench and looking quite flushed. "It's nothing, just something to do." "Oh," Rob said, and there was a brief awkward silence. "So Tara tells me you're pretty good at massages," Aunt Becky said, and Rob snapped his head up suddenly. He started to go pale, but the look on Becky's face told him she must not have heard about everything. "I try it when I can," Rob said, not sure what to say. "Well, do you want another chance?" Becky asked. Rob was slightly stunned, as she continued. "My back has been aching recently, and I think a nice massage might just do the trick." Rob grunted a consent, and, as his Aunt smiled and said "Great!" he wondered at this second strange situation. Becky adjusted the beach bench so it laid flat and laid down on her stomach. Not sure where to start, Rob hesitated for a few seconds before Aunt Becky spoke up. "Just sit across my backside here," she said nonchalantly, though Rob's heart leaped as it appeared she meant sitting right on her ass. Not wanting to over assume, Rob climbed on her, once accidentally grazing her ass with his hand, and lowered himself down onto her on her lower back. He was about to start when she piped in for him to scoot further back. He scooted a little further, starting to feel her soft cheeks with his groin, but she kept saying "further" until he was directly on her ass, highly turned on by the strange feeling of his balls settling between her cheeks. "Nature's cushion, that's what I like to say," added Aunt Becky proudly. "It's very nice," Rob said, trying to say something to continue conversation but instantly regretting his word choice. Becky glanced back at him without a word, looking again rather flushed. Rob, not knowing what else to do, leaned forward and began to rub her back. He tried his best to be thorough, but the white tank-top was not helping any, as it kept creasing and making it hard to massage. After what seemed like the tenth time of straightening her shirt out, Becky said "You know what, let me help you." Aunt Becky began to move, and Rob instinctively scooted back a bit. Before he knew what was going on, Becky had sat up, her lower legs now still underneath Rob, while she was now sitting on his lap, her back to his face, nearly touching his nose. Rob realized how they were sitting, and also realized, his hands holding the bunched up material, that her skirt had somehow slid up so there was only her panties separating her naked ass to his pants. His heart leaped further when he realized through feeling his very hard and upright self squeezed between two tight yet soft ass cheeks that she was wearing a thong. He was so busy earlier trying not to look in between her legs that he hadn't noticed it. Just as his closeness to his now incredibly hot and sexy aunt began to sink in, his heart leaped even more. His nose was less than an inch from her shirt, and sudden movement had made him for a split second not realize what she was doing. It was not until her hair started disappearing in white and the white was replaced with tan that he realized she was taking off her tank top. As she turned slightly to toss the shirt aside, the side of her breast came into view and the hope beyond hopes that he would see her entire breast shot through his head, Rob felt himself on the verge of bursting being so close to a topless woman, his hard cock still lodged in Becky's ass crack. He had almost began to wrap his hands around her sides and grab her breasts when she raised herself up off his lap and laid back down, her cleavage sticking out a bit on her sides, and as an added bonus, her skirt still around her waist, her ass naked except for the tiny blue strap going around her waist and between her cheeks. "Still say it's nice?" Becky asked, breaking the feeling that the last ten seconds had taken much much longer. She asked it playfully, eying Rob, who was staring at her hump, and taking the edge of her skirt in her fingers. Rob was speechless, his eyes darting from Aunt Becky's devilish grin to her practically naked ass. After several long seconds passed, she giggled to herself and flicked the skirt back over her ass, adding that he'd seen enough. Closing her eyes expectantly, it finally sunk in for Rob that his aunt had helped him by removing her shirt and letting him massage her bare back. He scooted forward again onto her ass (being sure to run his hand on her as much as he could in the process), and continued the massage. As he continued for well over ten minutes, he was really thinking about what had happened during those brief seconds. Surprised at his own lack of connecting one and two, he felt suddenly very embarrassed by his aunt very intimately feeling his excitement. He started to slow up a bit as waves of embarrassment, guilt, and ecstatic excitement crashed in his head. It was then that they both heard the alarm clock coming from Tara's room. Rob just barely caught himself from leaping up, but Aunt Becky saved him from wondering what to do in front of Tara. "You'd might want to get off, or else you'll be doing this for Tara too," Becky said, smiling back at Rob with a playful smile. As soon as he stood up though, Rob missed the feeling of her ass between his legs and wished he'd stayed on, even with the awkwardness of seeing the woman's daughter. Rob looked at the patio door, hearing Tara getting something in the kitchen, then glanced back over at his Aunt Becky, who had stood up, with her naked back towards Rob, putting the lounge back the way it was. He watched, intoxicated, as she turned around, with one arm lazily covering her breasts, and sat back down on the pool lounge, reaching down and picking up her book. With one fluid motion she opened the book and removed her arm, so the book and her hands holding the book at least covered her nipples, but most of her large breasts were still left exposed. She glanced up at him, one part of her bangs falling down in her face oh so seductively, and started reading her book again. Rob, not sure of what Tara would think of him sitting so close to her topless mother decided to go in and see what Tara was doing.