My girlfriend Shannon (40, 5’5, 110#, 34C, 30, 32, red hair shoulder length) and I (51, 5’9, 195) were new to the area. She got a job right away and invited a few people over to get acquainted. One of the guys, Mark (21, about 5’11, maybe 170), left early but returned later just as the party was winding down. Shannon said he can still hangout because he lived right around the corner.

We all were feeling good and all afternoon the conversations had a lot of sexual innuendos. When Mark returned, he had changed from his shorts to a pair of sweats because it was starting to get cool out. Due to the sexual banter, Shannon noticed that he was a bit excited and teased him about the lump in his sweats. This caused him to get a bit embarrassed and teased her because we could see her pointy nipples through her tank top.

A few minutes Mark asked for another beer so Shannon pointed to the cooler and told him to get it himself. She was sitting on a lounge chair and as he walked past her, she reached out and pulled down his sweatpants. He looked like he was about to fall forward until she pulled him back towards her. He spun and lost his balance, landing almost on top of her. It was so comical, we all couldn’t help laughing. That is until we saw his cock flopped right in front of her face. She just stared in shock, then said, “Damn! That’s the biggest cock I’ve seen in real life!”

He pushed off the lounge and stood up right next to her struggling to get his sweatpants up from around his ankles with his cock hanging out, face beet red. She asked, “How big is it when you’re completely hard?”

Mark froze and said sheepishly, “I don’t know”

As he got his sweats up and almost past his thighs, she reached out and grabbed them, still in awe and asked, “You really don’t know? You have to have an idea?”

I guess the embarrassment passed and her hand preventing him from covering up gave him confidence as he said, “Grab it and find out.”

It looked like she remembered I was there and turned to ask, “Hun, I know I, Umm, well, but Ummmm, look at this cock. I mean...”

I too was in awe and interrupted her and said, “Yeah baby. Go ahead.”

As in a trance, she reached over and started stroking it. Smiling at me, she asked, “Do I look hot with his huge cock in my tiny little hands?”

Still staring, all I could do was nod my head yes.

Guiding him by his cock, she positioned him in front of her and started to stroke his cock with both hands. His cock started to get bigger, longer as he is looking down at her and smiling, he’s swelling up inches from her face.

She asked, “How many inches is it?”

“It’s 9 and a half inches, 10 when I’m rock hard, but I’m not there yet.”

She looked at me and asked, “Baby can I get him ‘rock hard’ just to see how big it gets?”

My mouth was dry as I said “Sure”.

Before I knew what she was about to do, she leaned forward and took the head of his cock in her mouth and started sucking on it while stroking it with both of her hands. She looked at me, while she sucked his cock for a few moments before withdrawing it from her mouth and asking me with a huge smile on her face, “Baby, do I look hot with my lips around the head of this big cock in my mouth?”

I couldn’t believe that I was getting hard watching her. She started sucking on it really hard as she was grabbing his ass and pulling his massive cock into her mouth as deep as she could. Next thing I know I’m watching her sitting on the edge of the lounge chair and deep throating the whole thing, all the way to his balls! His eyes rolled back in his head. He gasped and exclaimed, “No one has been able to do that with the whole thing. Nobody!”

She looked up at him and asked, “Does your girlfriend suck your cock this good?” He couldn’t answer as she started slamming the whole thing down her throat over and over. She pulled his cock out of her mouth, looked at me and asked, “Do I look hot sucking my friend’s huge cock?”

I just nodded yes and couldn’t stop watching her. She stood up and grabbed him by his cock and said to me, “Follow us to the bedroom.”

We went inside and she pushed him on his back, then told me “Lay on the other side of him. I want to watch you jerk off watching me.”

I was so hard when I pulled my cock out and started stroking it. She kept watching me and smiling as she was stroking Mark’s cock with both hands and sucking on his balls.

She looked me in the eyes, and then slid her mouth up and down his shaft from his head to his really tight balls. She then said to me, “Kiss me!”

When I leaned over to kiss her, she grabbed his cock with one hand and pushed my head down on his raging cock with her other hand. Laughing she told me, “Suck on his head, baby. C’mon open up.”