This is the third story in a series. The first story is real, as in non fiction. The subsequent stories are works of fiction/fantasy, with bits and pieces taken from my own sexual experiences.

When last we saw our heroes, Frank and David, they had promised Barbara that they would bring a young lady to taste. David couldn’t be there but Frank kept the promise and showed up promptly at 5pm on Friday night. By golly, he wasn’t alone.

Answering her doorbell she was greeted by Frank and two very leggy young ladies. Both wearing jeans and Harvard t- shirts. The taller of the two, a natural blond, was Karen. The other, a fiery redhead, was Judy. Both slender with nice curves and smallish breasts. Babbs’ eyes lit up upon seeing the girls.

“Welcome, come on in.” invited Babbs. “ Let’s go into the greenhouse and pick some berries to have with the champagne. After the girls returned from the garden, they all sat in the living room, ate sweet berries and drank the champagne that Frank had sent over earlier. Frank knew the sexual appetites of all three women and he suggested some ground rules. “No hard biting, light spanking is cool, no scat. Other than that anything goes. The three girls more or less simultaneously said “ No biting?! That sucks”. They all laughed.

Barbara was looking at Judy ... there was something out of place that she couldn’t put her finger on. ‘ Maybe I’m just nervous about having my first girl on girl contact. That’s it ... just preflight jitters.’

Champagne quaffed ... berries noshed, they followed Babbs to her bedroom. Karen and Judy were agog at the size of Barb’s bed, an Alaska King.( almost twice the size of a king size, this bed needed its own zip code.)

Barbara turned the webcams on and told them about her history with me. About how I wasn’t able to perform anymore and how I had set her up with Frank, wanting him to please her in my place. She told them of a woman that only two weeks ago, was a sexually repressed mousey little girl. Thus informed that I would be happily and proudly watching her, they all agreed and gave me a big hello wave. Frank stood in front of Barbara and unbuttoned her lacey blouse and slipped it over her shoulders. She didn’t wear a bra because her boobs were smallish though still firm and perky, even at 52. Karen began to undress as did Judy. Karen’s tits had bright pink nipples and areolas. Judy’s were smaller, maybe an A cup with dark nipples. Babbs was wondering what kind of boxers Frank wore today ... his usual Mickey Mouse? Nope, he went commando tonight. Frank had undressed faster than the ladies and was now relaxing on the hundred acre bed.

Judy had pulled her jeans off and Barbs went to help her with her panties. She slid Judy’s pink panties to the floor and as she stepped out of them, a footlong sausage flipped up and hit Barbara’s cheek. Barb knelt there, momentarily bewildered by this. What’s going ... oh shit!! ... She’s got a cock! That’s what Barbara couldn’t place before, Judy had an Adams apple. She had a cock that made Franks nine incher look like a wee willy. (Well, maybe not a wee one) It was easily twelve inches long and almost as thick as Frank’s. Barb was thrilled with her new soon to be lover.

She was in awe of his foot long slab of meat. Barbara reached out and took hold of it using both hands. She needed two more hands to hold all of it. Babs whispered, “This ... is the most incredible thing I have ever seen!” Judy blushed and whispered a soft thank you.

Together, Judy and Karen finished taking Barb’s clothes off and stood admiring her body.

Karen walked behind her and ran her hand over and gently squeezed Barbara’s ass. “I’d kill to have such a firm ass! I can’t believe that you’re 52. Your tits are firm too and they’re real!” Barb blushed like a schoolgirl. “I’m old enough to be your mother ... just don’t call me mom” Babs said with a giggle. Karen giggled, “Ok mother”. Judy was also amazed at this beautiful middle aged specimen of feminine loveliness. “My mom doesn’t look anything like you!”. Clothing shed ... they all moved to the bed.

Karen asked if there was a map available because a person could get lost on this bed. With a wink, Barb told her “Just follow your nose”. Karen took the hint and stuck her nose in Barbara’s crotch, inhaling deeply. “Mmmmmmm, smells sweet. Can I taste it?”

Babbs sat back and pulled the young lass’ head down to her pussy. A very very long tongue snaked out and buried itself in Barbara’s twat. Babs was shocked,” Holy shit! That’s the longest tongue in history! You must be very popular.” Karen said her specialty was hitting a g spot with it. Wow!

Barb twisted around and pulled Karen into a 69 with Babbs on top. They both started exploring each other with their tongues.

They broke out the lube, Frank lubed Barbara and Judy lubed Frank. Frank teased his way into Barbara’s rosebud with slow gentle pressure and was soon rewarded by being all the way in her bottom. Judy waited till Frank bottomed out in Barbara and began to rub his equine cock on Frank’s slippery anus. This was obviously not Frank’s first rodeo because after only a few seconds, Judy was also balls deep.

It took a minute to develop a rhythm, but once they did, the fireworks started flying. Alternately, Frank’s balls would hit Karen’s nose ( her nose was in Barb’s snatch) then Judy’s sizable beanbag would slam into Frank’s. Barb pulled herself forward so that she could lick Karen’s asshole and box at the same time. At least five minutes of confused thrusting passed. Thrust, bonk, pull, thrust, bonk, pull ... Karen kept getting bonked in the nose with Frank’s testicles on every thrust and was hoping that he’d cum before her nose started to bleed.

Maybe he could read minds because seconds later, Frank plowed deep into Barbara and spilled the first load of the night. First of many. Frank pinched Barb’s butt causing her to tighten up and prevent leakage as he pulled out. He forced himself backwards onto Judy’s cock and after 10 or 15 long thrusts, felt Her cock pulse and swell in his ass. Judy deposited a sizable load in Frank and a large thick glob of it came out as her cock was withdrawn. Luckily, all of them had used enemas at home so there were no little brown bits to be seen.

Karen and Barbara were still dining at the Y ... Karen demonstrated her ability to probe the depths of Barbara’s vagina. Babs was shaking and cuming ... ramming her fingers into Karen’s tight little box. Karen came and splashed her juices all over Babbs face. Babbs thought, “ She squirts!, I thought that was just movie stuff.” The girls licked each other clean as the boys went to wash their bits for the next round. Nobody wants a shitty dick.

Barbara asked Karen if she had ever given Judy head. Karen replied,” only once, that damned thing almost came out of my ass. If you suck him off, go very slowly, it can actually injure your throat. Were you able to get all of Frank in your throat?” Barb looked disappointed. “No, I kept choking and gagging after only half. It’s so damned thick.”

“Maybe you need some pointers, I’ll tell him not to thrust into your mouth. He has to let you control how much you take.” Judy had heard this conversation and told Barb,” I’ll just lie there, very still. I won’t grab your head or try to make you take it if you can’t. You certainly won’t be the first person that couldn’t. If you want, I can show you myself.” Barb looked confused, “How? By blowing Frank?” Judy laughed,” no silly, by blowing myself.” Babs’ eyes went wide. “ You can suck your own dick?!!”

“Sure can, I blow myself almost every morning before I go to work. I can swallow almost nine inches before my ribs get in the way. Probably more if someone pushes on my ass. Want a demo?” Judy said with obvious pride.

Barb, Karen and Frank all said, “Fuck yeah!!.” Frank told Judy, “ you’re gonna have to teach me to do it. I’d suck my dick every day if I could reach it. Probably be late for work every day too.”

Judy went to the bed and pulled her legs back and somehow got her knees behind her shoulders. “Good thing I’m very flexible”. Her cock flopped down and bonked her on the nose. She called out to Barbara,” Hey mother, come and feed me my cock. Babs laughed” You call me mother again and I’m gonna swat your ass with a wooden spoon.”

Barb moved to Judy’s side and took the cock in hand. She hesitated a moment and then kissed the head, “for good luck”. She placed the head in Judy’s open mouth ... suction did the rest. Judy was getting hard and managed to get, as promised, almost nine inches in her mouth. She was trying to get more ... Barb placed her hands on Judy’s upturned ass and gently pushed down ... gently ... gently. Judy managed to swallow another two inches. One inch to go!! She started thrusting her pelvis ... fucking her own mouth. After a minute, she had to come up for air.

She took a noisy breath in. “Damn! That’s deeper than I’ve ever gone.! My balls were in my eyes.” She straightened her legs out and stretched a bit. “Can’t go that deep for very long or I’ll pass out.”.