It wasn’t warm in the room, but we were covered with a sheen of sweat from our exertions. I was buried deep within Mrs. D, grinding my pubic hair against her clit. Her legs were wrapped around my waist, heels pulling against my butt, urging me to go harder. The room was filled with her moans, my grunts, the squishy sounds from her nether regions, and the scent of her passion.

“What the fuck?” in a voice I recognized immediately. We jumped.

“Oh, shit!” Mrs. D exclaimed.

Looking over I saw Bud standing in the doorway, eyes like saucers, mouth hanging open, hand to chest like he did when his heart was acting weird. Guess we needed to start locking the door when we were fucking. We were on top of the sheets so there was no way for either of us to cover up. I slipped off to my left to put me between her and Bud and lay on my right side with her behind me. She spooned against me, effectively hiding everything of any real consequence.

“I might ask you the same thing,” I said in an annoyed and put-upon tone. “Why aren’t you at work?” Instinct had kicked in with the goal of controlling this most awkward situation. In truth, I had wondered if she’d be open to Bud joining us but hadn’t been able to figure out how to bring it up. Mrs. D’s daughter was my girlfriend, but Mrs. D and I had been screwing for a few months. She was at her sexual peak and needed release but didn’t do one-night stands, and serious relationship prospects were non-existent in her circles.

“The boss’s son wanted some extra time. You know how that goes.” His boss was an ass. To him, employees were tools, and cheap ones at that. I’d wished he could find a better job, but those prospects were about as limited as Mrs. D’s were for a relationship. Small town life.

“I’m ... I’m ... I’m sorry, I should go,” Bud stammered. His face was so red he could have subbed for a traffic light, and was so flustered I almost laughed. He walked out of sight and I made a quick decision.

“Bud. Come here,” I called. I heard some shuffling on the living room carpet, then Bud slowly stuck his head around the door frame. “Join us.” I’d thought his eyes were big before.

“What?” Mrs. D slapped me on the shoulder blade. I slid away from her to the very edge of the mattress and rolled over toward her. Bud had a clear view for a few moments. She was so shocked she apparently didn’t think of that because she made no effort to cover her assets. Her eyes were as big as Bud’s.

“You don’t like the idea? You get double the pleasure and you have a back-up for when I can’t be here.” Fuck, I was really reaching. Truth was, I could use some help with her. Fucking her, then going out and fucking her daughter while making sure the daughter never found out was getting old, believe it or not. Bud had been between girlfriends for some time, and I knew he could use some ass. Mrs. D would get more dick. Win-win-win.

“Jesus Christ, Steve. That’s fucked up.” Mrs. D rolled over onto her back with her hand over her eyes, now fully exposed to Bud’s view. I couldn’t figure out if she’d forgotten about him or was enticing him while dealing with some old-school issues. I looked back to Bud. He had moved fully into the doorway and a tent was forming in his pants. OK, he was game. I turned back to Mrs. D, placed my hand flat on her belly, and waited, refraining from checking her crotch to see if she was still wet. Her nipples were still hard and that was a good sign.

After what seemed like a few minutes, but I’m sure was much quicker than that, she let out a deep sigh, removed her hand, and looked at Bud. I saw her gaze drop to his crotch, then back to his face. “Marsha can never know. OK?” I looked over at him and could swear a bit of color drained from his face. All he could do was nod. “Well, get those clothes off and come here.”

I know neither Bud nor myself had ever been in a threesome. I didn’t know if she had, but she seemed to be taking charge, so I was good with that. Bud hesitated for a moment, then nervously began undressing, an act which gained speed and urgency quickly. He was soon standing at the foot of the bed, naked with a raging boner. Fuck, he was bigger than I would have thought. Bigger than me, and not by just a little. He wasn’t as large as Doug, though, who one girl had referred to as a “baloney roll” when she refused to fuck him because of his size. Bud was not as tall as me and weighed about 30 lbs. less. He wasn’t athletic because of a birth defect that caused him to be short a couple of ribs on the left side. That was also the cause of some heart flutters he experienced occasionally when stressed, which was why he would hold his hand to his chest. Nothing life-threatening according to him, just uncomfortable when it happened.

Mrs. D’s eyes were locked on his dick and I heard her breathing quicken. I wondered if he might end up replacing me rather than helping me. Honestly, by then I’d be okay with that. I slipped my fingers between her thighs and her legs spread to allow access. That opened her fully to Bud’s view. Sweet Jesus, she was still soaking wet. I coated a couple of fingers with her nectar and sucked them clean. “She’s like honey, Bud. Try her.”

Bud had been mesmerized by seeing her pussy for the first time, but that broke the spell. He lay down across the foot of the bed and dropped his mouth to her labia. “Oh, fuck,” she exclaimed as his tongue found her clit. A jerk went through her, her knees came up, and her fingers grabbed his hair to pull him tighter to her. He placed his hands on the insides of her thighs, pressing her legs further open and back, tilting her pussy into his mouth. A shudder went through her.

Oh, fuck! I thought of something. Jumping up (I swear neither of them noticed) I went to the front door and locked it. On the way back to the bedroom I heard Mrs. D cry out, “Gaah, fuck, aahh.” Entering the room, I saw her hips bucking against Bud’s mouth, her face contorted in orgasm. Well done, Bud. Her eyes were squeezed shut but her mouth was open so I crawled onto the bed and slipped my dick into it. “Mmmmph,” came from her as I fed in my cock, just hitting the back of her throat. The few times I’d cum in her mouth she’d swallowed. My imagination went to her swallowing us both ... together. Shit, that almost put me over the top and I pulled my dick free before I did.

She was obviously in no condition to be running any show now, so I had an idea. “Fuck her, Bud. Fuck the shit out of her. She’s wide open for you and I swear you’ve never had a fuck like her before.” Bud looked up from her crotch. His nose, mouth, chin and part of his cheeks were soaked in her juice. As he moved up between her legs I said, “Kiss her. See what she does.” I was enjoying this.

When Bud was in position two things happened. First, Mrs. D grabbed him behind the head with her left hand, pulling him down so she could clean herself from his lips and chin before shoving her tongue into his mouth. Second, she grasped his cock with her right hand and lined the head up with her woman’s well. He paused, focused on the attention she was giving his face and mouth. She broke the kiss. “Sweet Jesus, put that thing in me,” she demanded.

Bud began sliding into her, apparently not fast enough to suit her. Remember, she was about to climax on my dick when he walked in. She’d had some orgasms that day, but none while filled. Her frustration was becoming palatable. “Fuck,” she exclaimed. “Fuck me!” With that she wrapped her legs around his waist and yanked herself up to him, impaling herself on him fully. “Guahh, fuck that’s good. God, you fill me so good. Fuck me. Fuck me hard and fast. Goddamn your dick is big. FUCK ME!”

Still fully in her, he drove her down into the mattress with enough force that it sounded like he pushed the air out of her. WTF? He’s a little guy. She relaxed her leg grip on his waist as he lifted, pulling out until just the head was in, then drove back down into her. She grunted like she’d been hit in the stomach. He lifted himself onto his outstretched arms and began driving into her, faster and harder with each stroke. Every time he bottomed, he pushed her slightly up in the bed and it sent her tits flopping wildly. After about a dozen thrusts her head bumped the wall and she put her hands against it to stop that motion. He never let up and she never tried to slow his attack.

It was incredible watching them fuck as I sat on the bed next to them. Again, the room was filled with their grunts and moans, the slapping of flesh together, the squishiness of her pussy being hammered, and the scent of her heat. I began slowly stroking my dick, not to get off, but because what I was seeing was so hot it just wanted some attention.