"Are you sure he'll be home?" Amber asked looking at me. "Yeah, I told him that we would be dropping by, I want to buy some cards off him." We were heading to my friend Tom's house that day to buy a few things but at the same time I had a few other things in mind. Tom was twenty-one, the same age as me and had been my best friend since the fourth grade.

Becoming fast friends we had done everything from fishing to jerking off together.

For the past year, Amber and I had been going steady.

We had met working together at the local flea market and after flirting for quite a while and making out in one of the closets there, we starting going out. Amber had long brown hair which seemed to make her hazel eyes not stand out.

She was petite but had a pretty healthy chest, which guys always loved to admire.

One of her favorite things was to were a tight low cut top and a mini-skirt which showed off her legs.

She shared pretty much the same kinks and desires that I had, and was always up for anything. Tom, on the other hand had never had a girlfriend and was feeling pretty lonely and depressed. Hopefully this afternoon would change all that. We arrived at his house a few minutes later, and he invited us in. He still lived at home with his parents but they had what looked like a mansion of a house, so I couldn't blame him for not moving out.

Tom showed us in wearing jean shorts and a new t-shirt. We played a movie then after awhile he was bored. I pulled Amber to the side and told her that he had been pretty lonely and had never been with girl, and that I would start things out, and she could take it however far she wanted to.

With a lingering hand at my crotch she agreed and left to go to the restroom. Tom asked me what was going on and I told him that Amber really wanted to see me suck a length. Tom just stared at me and said, "You told her what we've done?" We had agreed long ago not to tell anyone that we had experimented with sex by jerking each other off and by giving each other a playjob just to see what it felt like. There was nothing wrong with Tom, he just wasnt comfortable around girls. He was 63, and had all the looks, clean shaven, short brown hair, and looked pretty strong, but it was just hi s awkwardness that made him stand out. "Yeah, she played with another girl for awhile too Tom, she really wants to see me sucking you. Is that okay?" Tom nodded okay, then unzipped his pants and showed me his length. It was thicker than mine with a large mushroom head and a little longer. He started pumping it and said, "It's not hard yet though." I got down on my knees and started to toy the head as he closed his eyes.

My tongue darted over the tip as I could feel him grow a little thicker, and I closed my mouth over his growing length and started to suck.

He held my head as my mouth bobbed up and down his shaft, my length growing harder.

I had always been bi, ever since Tom had shown me his length and we jerked off.

It never failed to turn me on that when I saw a length, it made me hard.

Just then I noticed Amber in the doorway, rubbing her softness through her tight jeans. She was turned on too watching me suck him. She told me before that it was a fantasy of hers to see two guys suck each other off, with the help of a woman of course. I took as much of him in my mouth as I could showing her how hard he was. She got on her knees and leaned over and started sucking him as I backed up watching her. Tom opened his eyes as soon as he noticed a different mouth on his length. She looked at him and she teased his length with her tongue. By that time a few drops of pre-cum was teasing out and she toyed it up tasting his sweetness. Tom was eyeing her breasts as she had on a low cut revealing top and he could see just about everything.

He was at full length now seven inches long and thick. Amber seemed to enjoy it as she deepthroated him while massaging his balls. My length was straining against my jeans watching my wife suck off another guy and my hands started to rub her softness through her pants. She was moving her hips to me rubbing her as she unbuttoned her pants and unzipped them.

She let go of his length for a second as she straightened up and pulled down her pants to her knees.

Tom's eyes were bulging as he saw me rub her wet hairy softness and as she started to suck him again I unzipped my own pants and took my length out and rubbed it against her wet softness. Tom seemed intent on watching as I slid inside her, she deep-throated him again.

He groaned as she toyed his balls while I slammed into her from behind. She was practically teasing as I was playing her doggie style as she came two times in as many minutes. Finally I gave in and came inside her as her softness squeezed the last of the cum from my length.

Tom hadn't cum but said he was tired, so we all got dressed again, and it was a bit awkward after that watching another movie. About 45 minutes later I was hard as a rock again thinking of her sucking him. I whispered in her ear how horny it was making me, so she decided to go to the restroom, and I would soon follow.

She went upstairs, and I asked Tom how he liked it. He replied that he was sort of leery of enjoying himself too much, because I was there and that's why he didn't cum in her mouth. I told him to enjoy it, and asked if he was still horny. He rubbed himself through his pants and it was then that I saw his length jutting from his pants leg.

Tom agreed to meet me upstairs in about 10 minutes or so.

I went upstairs and saw my girlfriend rubbing her softness through her pants again. She looked absolutely hot as her hard nipples stuck out from her top. "What did you think of Tom?" I asked her, fishing for information.

"I liked his length, " she said rubbing mine. "but not as good as yours." Her lips kissed at my neck and she turned and kissed me hard on the lips, our bodies rubbing together. My hand reached for her breast as I played with her hard nipple, pulling at it. She pulled down my pants and started to tickle my length .

"Did it turn you on watching me suck him the way I suck you?" she asked as she took my length in her mouth. Her eyes watched me as I mouthed, "Yes, it got me so hard watching you suck him." She moaned as she deep-throated me again, her head bobbing up and down. My hand unzipped her pants as she wiggled on the bed to get them down over her hips. Her black lace panties were damp as I rubbed her softness in unison as she sucked me. Within a few minutes, she whispered for me to play her doggie style on the floor, as to not make any noise to alert Tom. Amber climbed down on her knees and took one hand and spread open her soft edges for me. I slid into her slick softness easily as she moaned while I thrust in and out of her. She closed her eyes and enjoyed the sensations of me pumping her softness and her nearing orgasm. It was then that I saw Tom standing at the door. His eyes were shocked again because at his angle her back was towards him, he could see me pumping in and out of her softness.

He watched for a moment as I teased her with my length, and she moaned wanting me to play her. That was all Tom needed to see as he unzipped his pants and took out his length again, this time completely hard. He moved in front of Amber and it was then that she noticed that he was there.

His 7 inch length was now standing just a few inches from her face and she opened her mouth as he grabbed her head and guided her mouth to his length. Amber wasted no time bobbing up and down on it and rubbing his balls. I played her hard for a few minutes from behind and she said that being on her knees was hurting her. I lay on the floor while she slid off her jeans and leaned over me taking my length in her wet softness.

Tom watched jerking his length as she rocked back and forth on my length for a minute, then opened her mouth to take him. Tom was watching my length slide in and out of her and I know he wanted the same but he told me earlier he didn't feel comfortable doing that.

His hands pulled her head to his length and this time there was pre-cum allover the head of his length. Her tongue toyed it up eagerly as I watched, my own orgasm building. Amber's was rocking back and forth on me as she started to cum again. A moan escaped her lips as her softness tightened around my length, and as she deep-throated him again, I started to shoot.

Stream after stream jetted into her tight softness as she sucked him. The thing was she didn't notice me cumming. She was full on wanting him to shoot his load in her mouth. Her left hand worked his balls while her right stroked the shaft. Her tight mouth bobbed up and down over his lengthhead. "Come on Tom, cum for me.

" she whispered. Tom's balls started to tighten as he looked as her cleavage, wanting to feel her tight breasts. His hand wandered down over one, and rubbed it. "Is that okay?" he asked unsurely. Her right hand cupped his as she slid his hand down her shirt.

"Yes, squeeze them.

" His hand wandered allover her bare breast as I felt her tighten up again around my semi-hard length, and she started to cum.

Let me see your tits, he groaned as he let go of her breast. Amber stopped for a moment and slid one arm, then the other out of her shirt all the while sucking on Toms length. He watched her breasts jiggle as she bounced up and down on my length.

She took his hand cupped it around her breast. Then his fingers started rubbing her large areolas as her nipples jutted out. Amber groaned over his length as he pulled at her nipples and it was pretty obvious that my girlfriend was getting off on this. "Cum for me Tom...cum." she gasped as she neared another orgasm.

Her one hand rubbing his hairy balls while the other stroked his length. She looked him in the eyes as she rode my semi-hard length.

"Cum in my mouth.

" As soon as she said it I saw his balls tighten up and Amber slid her mouth just over his lengthhead. Tom started to shake and moan as jets of cum shot in Ambers mouth.

She groaned, cumming again when she tasted his cum, some drizzling down the side of her mouth. With one hand she quickly wiped it up as we noticed the time. His parents would be home shortly. We all cleaned up quickly after that, because we didnt want him to have to answer questions from his parents. Amber kissed him on the cheek as we left and told him that any time that he needed a good sucking to call her. When we got in the car I asked her, "Did you have a good time hun?" She smiled and said, "Yeah, he had a big load, I didn't think I was going get it all." Then she pulled my close and kissed me, I could still taste his cum on her lips.

Her hands slid over to my hardening length. "I really wish that he could have played me though, he had a nice length." She smiled again and asked. You getting horny again? It was going to be a long night.