I had a bit of vacation time that the rest of the family couldn't join me, and our old friends from our hometown, Lori and George, invited me to come out and stay with them. They're a little bit younger than us and have no children. They're both tall, slim and good-looking. George is taller than I am; he's blonde, good looking and fit. Lori has the face of a model, is about 5'6", with short dark hair and small breasts that seem to be as firm as when I first met her over 20 years ago. I know this because she often goes braless and I can make out her chunky nipples as they make their presence known under her clothes. We're all become very close friends over the years, and Lori and I somehow always do a bit of flirting when we're around each other. I've often wondered if there was more to it on her side than banter. As for me, I've fantasized about her in weak moments for years.

As the evening progressed, we all drank a bit too much wine and they started to get amorous in front of me. I watched as they kissed deeply and he gave her tits a little squeeze through her clothes. I jokingly said to George, "let me know if you need any help."

He looked at me with a wink and replied, "Help yourself," then he got up and headed toward the kitchen. Lori spread her arms invitingly and I moved over to the couch where she was sitting and she pulled me to her for a kiss. Like I've said, I've had fantasies about kissing her. The reality turned out to be just as good as the dream. As we kissed, I got bold and reached up to feel her breasts. She reached between us, but rather than stop me, she popped open a couple of buttons on her shirt. I slipped a hand inside her blouse and pinched at her hard nipple. Her eyes widened, but there was no protest from her, so I decided to see how much farther this might go. I began to nibble my way downward as I unbuttoned her shirt and pushed it out of the way. My mouth found her hard nipple and I swirled my tongue over it. She moaned, but suddenly pushed me away and began to stand up.

I thought the fun was over at this point, but Lori just smiled, took my hand and started to lead me toward the bedroom, her blouse hanging open and her breasts swinging free. I'm surprised to see George leaning against the wall of the living room. Had he been there the whole time, watching us kiss? I noticed he was smiling at me, and that his jeans couldn't hide the bulge of his hard cock. Lori kissed him, hugging him while reaching behind herself to grab my cock through my jeans. Feeling bolder again, I pushed up against her ass and ground my cock against her.

George broke their kiss and asked me, "Would you like to join us for some fun in the bedroom?" I nodded, unable to believe my luck, and we all went into the bedroom, where the two of us men began the task of pulling off Lori's shirt and giving her firm little breasts all the attention we can. Once we've removed her shirt, she lay back on the bed and we descended on her. At some point, I looked up and discovered George had removed his shirt. He'd also opened his pants and his cock was sticking out proudly. Lori turned to him and took his rod eagerly in her mouth, slurping on it until George moaned. His balls were beginning to pull up tight against his impressive shaft so I could tell he was almost ready to cum.

Before he could climax, he pushed her away and pulled off his pants and briefs, then began to tug Lori's jeans and panties down her long legs. Tossing them aside, he knelt between Lori's slim thighs and started licking her neatly trimmed pussy. She bucked against his face as he quickly brought her to an intense orgasm. As she lay there trying to catch her breath, George looked over at me and says "Your turn, Gary. She's all warmed up and ready for your cock."

I stripped quickly and crouched between her legs. "Hurry up and fuck me," she moaned. I pushed the head of my cock inside her juicy tunnel and held still for a moment. Lori lifted her hips up to meet my cock as I slowly fed my cock into her.

"That's right, Gary, screw her, but don't come inside her," George urged. "I want to see you shoot off." He was running his hands over my buns and back, which seemed a bit odd to me, but it felt good, so I just went with the flow. I did my best to fuck Lori slowly, but couldn't help going faster and faster as her fingers traced patterns all over my chest, sides and back. Her tight pussy was juicy, wet and squeezing hard. As she was reaching a very noisy climax, George reached down between us and wrapped his hand around my balls and the base of my shaft. It was too much for me to handle and I pulled out, ready to cum. George grabbed my dick and pumped it until I shot a big load all over Lori's belly; some of it shot up to her chin.

George took my place the instant I moved away. Lori's orgasm seemed to prolong itself and start building immediately toward another. After a few minutes in the missionary position, he rolled off her and lay down close to the edge of the bed with his feet off the side. Lori sat on his cock with her back to him, which gave me a great view of his cock as it entered her dark-haired pussy. I watched as he fucked her, watched his pole moving in and out of her cunt, watched as her clit and inner lips became engorged with her arousal, turning a darker shade of pink the more he stroked in and out of her. His balls were jiggling back and forth, her breasts were bobbing in rhythm as she frantically rode him, moving back and forth and up and down on his cock.

I wasn't too surprised to notice that my rod had become stiff again watching them in action. Lori saw it as well, and motioned for me to come closer, so I stood on the bed beside them and she began to suck on me as she rode George. After a few moments, she released my cock and looked up at me. "Kiss me," she said in a breathless moan. I knelt next to Lori and started kissing her. In a few brief moments, she grabbed my head and pushed it downward, first to her breasts and then to her belly, which was smeared with my cum, and finally to her pussy. "Lick my clit while George fucks me, Gary," she moaned. "Make me cum hard!" Feeling his cock graze my tongue as he slid in and out of her pussy and I kissed her clit excited me. His cock fascinated me. Hesitantly, I moved my hand down to get a quick feel of his balls. When he made no objection -- after all, he'd jacked me off just a few moments before -- I cupped his balls in my hand. Then with my other hand I felt his hard shaft, slick with their juices, as it moved in and out of Lori's pussy.

I was still licking Lori's pussy and clit, and now I felt her push my face further down. "Lick George's balls for him," she grunted. I was eager to do just that, and glad that they seemed to want the same thing. I gently started sucking on George's balls while he pumped his wife's pussy. It was so exciting seeing two people up close! I alternated between licking her clit and his cock, occasionally dipping lower to suck on his balls. After a few minutes of this Lori stiffened and moaned as she climaxed for at least the third time.

She climbed off him and asked him to take her from behind. He gladly moved behind her and mounted her doggie-style. I moved behind them and cupped his balls again as he thrust into her. I knelt to put my head between his legs, trying to keep licking his balls, but I could only tongue them occasionally while he fucked her that way. Then I felt his hand on the back of my head, pushing it up toward his ass. I knew exactly what he wanted, and I was excited about doing it for him.