A story inspired by a regular user on NN, who announced that she and her husband were going on a road trip and were hoping to contact an amateur cameraman to film their exploits in the bedroom.

The story started with Holly and I corresponding through an amateur website called Newbie Nudes, nice comments at first, then swapping photos, video footage and writing erotic stories to each other.

I am 47, overweight and balding, with a pretty good tan apart from where I wear my pants. I am married to a wife that did not know about the website nor would she enjoy it.

Holly is 58, with a pretty face, red hair and pale freckled skin. She has a superb, slim body for her age and is often shaved. Her tits are small but beautiful; they have slight sag, and are topped off with the most wonderful, pale pink, puffy areolas, and large, hard nipples.

Scott very rarely appears on the website as much more than a prop in the pictures, be it his cock Holly is wanking or sucking, or a hand groping Holly's lovely body. But from what I can make out, he is about the same age as Holly, and again quite pale in complexion and with a well maintained body for his age.

After about 18 months or so, Holly and Scott planned a road trip, and as it happened it would end in the same city as I would be in on a business trip. When we found out we couldn't believe our luck that we would get the chance to meet each other in the flesh.

After making arrangements to book into the same hotel, Holly sent me a personal message and said that her and Scott had been talking and would like, if I were willing, for me to be their camera man for a night. They apparently had often discussed having somebody film them having sex, but had always shied away from it. However, they felt they knew me well enough, but as I also lived across the Atlantic, I was in someways a stranger rather than one of their friends so I fitted the bill for them.

I thought long and hard. I was married, but filming would not be unfaithful, would it? After all it would be Holly and Scott having sex, and I would be behind the camera; so I agreed.

Well, eventually the day came, and I checked into the hotel. It was mid-afternoon and we weren't to meet up until around 19h00, so I stayed in my room, opened my laptop and went onto NN, logging straight onto Holly. I browsed through her photos and as always it proved too much, so I slipped out of my pants and started to stroke my cock. It grew harder and harder, and then just as I could feel my balls filling with spunk I opened up a file of Holly on video that she had made for me personally. I cherished this footage, and often shot my load watching her slowly unzip her top while talking to me, then as her bare breasts filled the screen she gently jiggled them and as usual I shot my load.

I cleaned up, went for a shower, and got dressed ready to meet Holly and Scott.

I put on my regular briefs, a pair of navy chinos and a lightweight, light coloured shirt that I left untucked, with the top two buttons undone and the sleeves rolled up to show off my tanned skin. I didn't bother with socks and slipped on a pair of casual boating type shoes. I splashed on my aftershave and looked in the mirror, I’m not really any sort of picture, so I found it hard to imagine what Holly enjoyed, or got turned on by me, but she said she did, and I was here now, so that was good enough.

Sitting in the hotel lobby I waited, and right on time Holly and Scott arrived. Scott was wearing a lightweight checked shirt and blue jeans with nu-buck shoes and Holly was a picture. Her red hair permed and immaculate, it framed her pale, pretty face. She was wearing a thin, see through, black blouse through which her pretty, lacy, black bra could be clearly seen cupping her delightful small boobs. Her blouse was not tucked in but hung over the waist of her skirt which highlighted her slim waist and flat stomach. Her skirt finished just below the knees. I looked down at her legs and they are covered by either stockings or tights, and she was wearing a pair of wedge heeled, black, open toed sandals.

I jumped up to greet them, firmly shaking Scott’s hand before a brief kiss on each cheek with Holly. During the kiss I felt her breasts brush against my body and immediately my mind was cast back to her photos and my video from NN, which stirred my cock in my pants.

We left the hotel and found a small restaurant for our evening meal, made our orders and open a bottle of wine.

We started with small talk about our trips to get to the hotel, but as the wine took hold we moved on to the matter in hand. We agreed that Scott and Holly would pleasure each other but had no particular plans of how things would go. I was to film and take photos as their session panned out. I could be as dressed or undressed as I felt fit, and indeed welcome to play with myself whilst watching and filming, but there was to be no touching unless all three of us agreed.

Even as we make this agreement I couldn't help but stare down at Holly's little tits and think it would be a shame if after coming all this way I didn't get to have a feel of them, and pull and suck on those lovely big nipples.

Shortly after we finished our meal we made our way back to the hotel, Scott and I either side of Holly as she linked her arms through ours.

On arriving back at the hotel we made our way to Holly and Scott's room, and I was so pleased to find it is a very large room, almost a suite, with a sofa and chair, as well as the bed and dressing area.

Holly motioned to us to sit down and then opened up the mini bar to pour us all a drink.

As she bent back and forth I stared at her, taking in her slender curves, her shapely legs and watched her belly and bra encased boobs move under the thin, see through top.

As she passed our drinks she just stood and smiled at us both, then with a sway of her hips and a little wiggle of her chest she announced that she would strip for us both before she and Scott would have sex.

"Pete, you better get the camera and make yourself comfortable. That includes taking off whatever clothes you may want to," Holly said.

I put my drink down and stood up, under the watchful gaze of Holly and Scott I took off my shirt, shoes and trousers, but left my pants on.

As I stripped I felt awkward as Holly and Scott stared at my body, my large belly and man boobs are well tanned but as I let my trousers drop there was a clear white tan line above and below my pants.

Despite my awkwardness I also began to feel aroused, after all what I was revealing was nothing new to them; they'd seen my naked body lots of times in the photos I had sent, so my cock slowly began to swell.

As I stopped at my pants I could feel a slight bulge and I looked at Holly and Scott who were both staring at my groin in anticipation, but I leant forward and picked up the camera.

With that Holly stepped forward, smiling at me, she put an arm around my waist and I could feel her breasts brush against my bare chest through her silky blouse.

Kissing me on the cheek she whispered, "Come on Pete, it's pointless to leave them on now, you'll be hard soon and you'll be glad to get them off." With that she pulled the waistband of my pants away from my waist and looked down into them at my semi-hard cock, before looking back at me and winking. "Well, what do you think?"

I cleared my throat and agreed, and with that she tipped the front of my pants forward and let my cock fall out and then stepped back.

I looked to Scott, and he smiled and said, "Well carry on Pete, as you know we've all agreed no touching so you'll have to take them off yourself!"

I grabbed the sides of the pants and slid them over my hips, and off, all the time my cock was swelling, and then with a flick of my leg I kicked them off completely and stood naked in front of them both.

Now with the camera in my hand I took my place back on the sofa, next to Scott, and looked at Holly who was licking her lips as her eyes remain glued to my groin.

Sitting naked next to Scott I still felt a bit strange, but my attention was drawn back to Holly as she swayed over to the hotel CD player and put on a disc of slow mood music.

With a sway of her slim hips she took in a slow, long, deep, breath and her fingers reached for the top button of her sheer, silky, black blouse.

Her head lowered, and one by one she undid the buttons, whilst continuing to breath slowly and deeply, making her breasts rise and lower underneath the material.

As I watched and filmed her my legs were wide open and my cock is begun to rise. I looked at Scott, but he was transfixed on Holly undoing the blouse.

On undoing the last button Holly looked up and in turn smiled at us both. Slowly she parted the material to reveal her pale, freckly, skin and at the same time rubbed her hands over her flat belly whilst still moving her hips in a circular motion.

Then taking either side of the top she pulled it wide open, and it slid of her lovely shoulders. As she stared at my cock Holly let the garment slip down her arms and back. Once of she took it in one hand and walked towards the sofa. She let it drape over the arm of the sofa next to me before she dragged it over my cock and Scott’s lap finally dropping it on the floor.

The feel of the material made my cock jump, and I was now almost erect, but I resisted touching it and continued to film her.

Her hands slipped into the waistband of her skirt. She stroked her lower belly just above her pubic mound before moving them to the side of the skirt to unzip it.

Holding it place she waited, this time staring at Scott’s crotch before letting it drop to reveal that her knickers were also black and matched her lovely little bra, and that her stockings were real ones held up with a little black suspender belt.

I licked my lips and looked at Scott, and then back to Holly stood there in front of us in her underwear. My cock was semi erect and I carried on filming as Holly moved towards Scott and took off his shirt before throwing it onto the heap of clothes in the corner.

Stepping back again Holly pouted to the camera before slipping one strap of her bra down her arm, followed by the other, and then with one hand behind her back she undid the clasp but held the cups of the bra loosely to her boobs with the other.

Holding one cup in each hand she massaged her tits with the black, lacy material before she threw the bra at Scott, and revealing her pert, creamy white breasts, puffy pink areolas and enormous hard nipples.

With her hands on her hips Holly thrust her chest towards me and the camera, her boobs were magnificent. So often the subject of my sexual desires on NN, so often I have creamed into a tissue over them, and now here they were in flesh in front of me.

I found I couldn’t help myself and my free hand has slipped onto my now hard cock and I gave it a couple of gentle strokes.

"You really are a breast man aren't you Pete?" Holly asked. "How often have I sat at home trying to picture you, with your hard cock in your hand, wanking over me, it makes me really wet, doesn't it Scott?"

With that I panned the camera to Scott who had undone the front of his trousers and was sitting there with his cock in his hand too. I found myself zooming in on Scott’s cock. Mine at 5" is quite small, whilst Scott’s was a good 1.5" longer and, as in so many photos I had seen of his cock, he was shaved.

I am not gay, but I found myself staring at Scott’s hard prick, I had never seen another man hard in the flesh before, let alone seen one slowly wanking.

Scott stared at his wife and said, "Come on, girl, lets get those knickers off and see how wet you are today, looking at Pete sitting there with his prick in his hand."

My attention and the camera were back on Holly and she laughed, making her titties wobble. With her fingers on the top of her waistband, she pulled it away from her belly slightly before slipping a hand down into the black material. Although the material was not see through there was no doubt about what was going on underneath it, as Holly started to rub her clit whilst her other hand traveled back up over her belly and onto her breast, roughly massaging and pulling at her enormous nipples making them even harder.

With her hand in her knickers she pushed forward the material and in a downwards movement she revealed her shaven pussy and her long slender fingers worked their way through her labia towards her love tunnel.

Scott reached over and roughly tugged at Holly's knickers, pulling them over her boyish hips and down her thighs.

As he pulled them down her legs she parted them just enough to allow herself to slip two of her fingers into her pussy whilst she continued to rub her clit with her thumb.

I stroked my cock harder, but at the same time tried not to get too over excited as I panned from Holly's face, eyes closed, breathing deeply, and mouth open. Down to her boobs which were now pinky red from being mauled by her own hands, and her nipples stood completely erect and about the size of a small grape.

Then down further to Holly's shaven haven, to her exposed clit being rubbed roughly with her thumb and her labia, spread wide open, revealing the pink inner lips as she frigged herself with her fingers.

Scott stepped forward, his trousers and pants right off, he was naked and his erect cock looked massive compared to mine. Bending forward he grabbed Holly by her back and forced his large lips onto her nipples, sucking and nibbling at them, she held his head to her with her hands allowing Scott to force his fingers into her open pussy lips and his large thumb onto her swollen clit.

As Scott worked his lips on Holly's tits and fingered her love tube Holly beckoned me forward. "Take some close up shots Pete," she breathed heavily.

I ran my spare hand across my chest, and then down to my hard cock and gave it a squeeze, before pulling on it three of four times creating a tingle in my bollocks.

First I zoomed in on Scott’s mouth, his large lips were pulling hard on holly's puffy hard nipples and lifted her creamy, freckly, breast flesh up off her ribs then as his lips opened I filmed him, gently nibbling all around her pink nipple making her sway her torso so her nipples were pulled taut, stretching her small titties to their maximum.

As I panned down her flat stomach I came to Holly's shaven pubic mound, and as if Scott could see what I could through the screen, he opened Holly's labia with his thumb to reveal her swollen, ruby pink clit and the Barbie pink, wet inner pussy lips.

Holly's labia were not large and I wondered what they tasted of as Scott roughly rubbed her clit with his large thumb.

I got closer still, knelt between Scott and Holly, his hard cock and balls inches from my face; I zoomed in on Scott’s fingers. Amazingly three of them, deep in her vagina, up to his third knuckles, and then out, and then back in, Holly's love juices gleamed on his fingers in the room's light.

Then Holly's hand flicked across the camera and made it's way onto Scott’s erect penis. she slid her long, slender, fingers around his shaft about half way down before massaging in a dollop of pre-cum over his exposed helmet with her thumb.

Next, as she has probably done a thousand times before she gently slid his foreskin up to his bell end and back again, making Scott stifle a groan against her breast as he continued to suck her nipples

Back and forth she slowly wanked Scott, pulling his foreskin as tight back as possible before rubbing it back up to his dickhead.

As I filmed, Scott and Holly changed their positions and Scott’s wet fingers were released from her pussy as she slid down his body, her titties brushed over his stomach and his cock until she was kneeling in front of him.

Holly looked at me and smiled; I couldn't help but grab my cock again and started stroking it in anticipation. Holly reached out and patted my energetic hand and mouthed to me to slow down and wait. I looked up at Scott and he was staring at us with a massive grin, then raising his eyebrows and grabbed Holly by the back of her head.

Holly turned her attention back to Scott’s cock and with one hand started to stroke it again, as the other slipped between his legs and started to massage his balls.

Scott pulled Holly's head forward, eager to push his large cock into her mouth but Holly remained in control and slipped out her tongue, run it around his helmet and up over the top, taking off another piece of pre-cum in the process, all the time she stroked his hard shaft and caressed his sack.

Slowly Holly slipped her lips over his cock and gently sucked before she slid it back out again. Expertly, again and again she repeated this motion, each time taking in a little more of his shaft. Then with a lick of her already moist lips she slid her mouth right down his prick and took in a good 5" of his 6", leaving her nose just short of his shaved lower belly.

Scott need no second invitation, and roughly holding Holly's head, he started to pump her mouth with such force she put a hand around his arse to hold herself to him as she struggled to breath through her nose.

Whilst this was going on she reached over with her spare hand and gently took my spare hand off my cock and put it on one of her boobs.

I am now in heaven, the flesh that had been the inspiration for many a wank at home was now in one of my hands.

I continued to film Holly sliding her red lips up and down Scott’s long shaft, occasionally letting it slip right out of her mouth so she could lick around his helmet before he dragged her head forward, forcing his hard cock back down her throat to the base.

As I looked up, I got a nod and smile of approval from Scott, as my spare hand to gently cupped one of Holly's soft, creamy white breasts.

I cupped it softly, and loosely enough that I could stroke and feel her soft skin, and the firmness of her mature tit, but still let it wobble as she had her face fucked, and let her so hard nipple brush lightly across the palm of my hand.

I looked at her lovely face and Holly opened one eye and winked before Scott rammed his cock as far down her throat as humanly possible and made her gag.

Her response was not to remove it but to withdraw it slightly and then cupped her hand over mine and squeezed it tighter against her small fleshy boob.

Finally Scott pulled out, leaving behind a trail of pre-cum that stuck to Holly's lips before dripping down onto her breasts and my fingers.

Holly and I stood up, and again I stroked my cock with my spare hand. Scott asked me if I enjoyed the feel of Holly's tits. I took a massive breath, my chubby torso inflated right out and replied that it was a fantasy come true.

"Great," Scott replied. “Now I’m going lay down and she is going to ride me, and I want you to get some shots of my cock slipping in and out of her love tunnel.”

With that Scott laid on the bed and Holly straddled his cock, still wearing her stockings and suspenders and her high heeled sandals.

I did as I was told and took up a location behind Holly's arse and bending down I could see Scott’s hard cock sliding along holly's wet and naturally opening labia. Her pussy looked so inviting I couldn’t help but give my cock another couple of hard pulls as I filmed her arse, and her ring. Then zooming in, and with massive clarity, I filled the screen with Scott’s cock and Holly's pussy lips as I watched Holly teases his helmet with her labia. She slid down onto his prick and the pair of them gave out a loud moan as she did.

The sight was awe inspiring as Holly then proceeded to slip her wet cunt up and down his hard shaft, at the same time he tried to pump his hips up and force it ever deeper into her.

After a couple of minutes I relocated myself, continuing to film, I worked my way down the side of the couple, Scott’s slight belly was now flat but in contrast Holly's very slight rolls of fat were hanging down and wobbling in such a mature and sexy way, a way that you'd never see in a typical porn film with bimbo, young females.

Then I panned onto her gorgeous little breasts, again gently bouncing and wobbling with her erect nipples hanging vertically. They were just waiting for Scott to reach up and pull them, and almost through telepathy that's what he does.

Holly lifted her self upright and sat astride Scott, bouncing up and down, her tiny belly wobbled in rhythm as Scott mauled her hard nipples. Then, just as she did when giving Scott a blow job, Holly took one of Scott’s hands away and replaced it with mine. With half open eyes and deep breaths they both turned to me and smiled.

Faster and faster Scott pumped Holly, and with more and more energy she bounced about on his cock.

As Holly leant back, bouncing and grinding her pussy and pubic mound onto Scott’s cock both Scott and I continued to massage and pull on her titties, whilst her swayed from side to side, eyes closed and moaning.

Then out of the blue Holly pulled our hands away and jumped off Scott’s prick.

"Get up!" she demanded. "I want to be on my back and pounded into an orgasm."

With that Scott got up and smiled at me and Holly, he placed her on the bed with her stocking covered legs draped over the side and her arse just rested on the edge.

Scott, with his cock large and erect, and glowing red from the previous fucking, moved between her legs and put the tip of his cock onto her wet labia. In one thrust he shoved it right up to the end of his shaft making Holly groan out loud, thrusting up her breasts whilst gripping the bed linen either side of her as she tensed herself ready to be roughly shagged.

I stroked my cock in anticipation and focused the camera on the pair of them, and then Scott started. Slowly at first, but he got faster and faster, sliding his cock out almost so it came free and then ramming back into Holly's pussy making it squelch and her gasp.

I moved to the back of Scott and filmed his large balls slap against Holly's arse hole and listened to the wet noises coming out of her lover tunnel.

Then moving back to the front I looked at Holly, her mouth was wide open, gasping for breath, between her pleasurable moans. Her breasts, with those nipples still so erect, jiggling back and forth as Scott forced himself in and out of her.

Then it happened, Holly arched her back and made the loudest groan yet and Scott tensed up with his cock firmly fixed deep inside her and the pair of them shuddered.

I roughly stroked my cock as I looked through the lens of the camera, I filmed the pair cumming together before Holly reached over and roughly pushed my hand of it.

Scott gently pushed himself in and out a few more times as he finished ejaculating and then withdrew his already semi-limp, spunk covered prick, and motioned me to film Holly’s labia close up.

I knelt in front of Holly, between her legs, and focused and filmed as she forced Scott’s cum out her vagina, letting it run down her arse before it finally dripped onto the bedding and the carpet.

With that Scott stepped forward and shook his soft cock in Holly's direction. The last of his cum splashed onto her tits, which made her laugh.

Holly sat up and looked at me. "I know we said no touching but I’m sure you won't mind if I finish you off, Pete, while Scott films"

I stood up, my erect cock in Holly's sight line and looked to Scott. He smiled and reached to take the camera off me and ushered me forward.

At the same time Holly dipped her head forward and encircled my bell end with her tongue before pulling away and looking up at me.

"You don't know how long I’ve wanted to do this Pete. Just like you wanking over my tits and pussy, I’ve frigged myself off thinking of having your little cock in my mouth."

With that Holly bent forward again and slid her lips right down my shaft until her nose disappeared into my pubes.

Like Scott before I was compelled to hold Holly's head, running my fingers through her hair, but at the same time I pushed myself into her willing mouth. Inside her mouth I could feel her tongue darting around my shaft as I pushed and released.

Then after just a few moments I could feel myself coming to the boil, and so could Holly. She slid her mouth of my cock and replaced it with her hand and started to wank me off.

What a feeling on my cock to have such a lady with her slender fingers working my cock so expertly I thought.

Unfortunately with this level of skill I did not last long and shot my considerable load straight at Holly's boobs. As I did she swayed her torso so I covered both of them, before pulling me forward by my cock and wiping off the excess onto her nipples.

Letting go of my cock she looked at Scott and me and smiled. "Spunk is really good for the skin Pete, why don't you rub it in for me?"

I did not wait for a second invitation and immediately smeared my warm, white cream over her breasts before I paid particular attention to her areolas and nipples.

Eventually we all got up and went to the bathroom to shower and clean up before I got dressed and made my way back to my room with my head full of so many fantasies enacted.