Carol asked me to sleep over after a night of sex with just the two of us.  She told me she keeps a razor, toothbrush, men's underwear just in case.  I am ecstatic.  We fell asleep with me spooning Carol.  Maybe this can all work out. 

In the middle of the night or early morning, I had this fuzzy feeling that my cock is wet.  I woke up and looked down at Carol.  She was kneeling over me with her mouth wrapped around my cock.  She sensed that I was awake and smiled at me.  Although I loved having my cock sucked by her, I'm kind of running out of sexual stamina.  The stimulation is too much.  I pulled Carol off my cock and kissed her with rising passion and lust.  Carol climbed on me and sat on my cock.  She started sliding back and forth and was frigging her clit.

She smiled and said, "I love waking up with a hard cock at hand."

Carol bounced up and down on my cock, all the while moaning.  I started pushing up deeper into her.  This ended up as a morning quickie. We both came with a gentleness that had been missing from our lovemaking.  In the morning I showered, ironed my shirt and suit and looked presentable. Carol watched me get ready while sitting naked in front of her mirror.

She said, "Pick out my underwear."

She had two drawers full of sexy lingerie.  I pulled out a soft pink pair of high cut panties and handed them to her.  She slid them on and smiled at me.  I drove us to work.  No one commented that on the fact that I was wearing the same outfit as yesterday.  Both of us were very busy all day.  For the first time in a while, I was very productive.  Every once in a while Carol would come by my cubicle and smile at me.  At the end of the day, I drove her home and went up to her apartment.

She said, "Don't forget Jake is coming over.  Jake really knows how to fuck me.  He just cums and cums."

My heart sunk.  I had forgotten and my good mood dropped.

We had a light meal and chatted.  My heart really wasn't in it.  Carol said she was going to get changed into some of Jakes's favorite clothes.  She came out dressed in a gossamer halter top that exposed her entire bareback, and I could see her nipples poking out and a denim mini skirt that barely covered her ass.I was immediately turned on but then thought this was for Jake.

Carol asked, "What do you think?  Jake likes a sexy look.  This is what I wore when I met him."

I stuttered, "Great for Jake.  What about me?"

Carol said, "Well you're going to be with Jake and I."

About 30 minutes later there was a knock on the door.  While we were waiting I was pretty sulky.  Carol, still dressed in her sexy outfit, answered it.  I heard her kissing and when I looked it was a good looking young black guy.  Jake.  He was dressed in skinny jeans and a blue polo shirt, untucked.

Jake said, "Well it's been a long time.  Your clothes sure bring back some great memories."   

Carol introduced us, "Dick this is Jake, Jake dick."

We looked warily at each other, then shook hands and said hello.  Jake was a tall, thin black guy, well dressed and altogether normal looking.  He looked very fit with broad shoulders and toned arms.  My mind was racing.  Was Carol going to fuck both of us?  At the same time?

Carol said, "We all know what we're here for.  A simple ground-rule, If any of us says stop, we stop.  We're all equal in tonight's sexy games.  We should get acquainted."

Jake and I made some awkward small talk.  Carol was all over Jake, fawning and pawing.

It was weird, Carol dressed in her sexy outfit, Jake and I, in street clothes.  We attempted small talk at the kitchen table, but not very successfully.  We opened a bottle of the inexpensive Rose Carol seemed to always have.  We finished the first bottle quickly and opened another.  The wine seemed to open everybody up.  I saw Jake's hand under the table caressing Carol's thigh, dangerously close to her cunt.  Carol's face was turning red, her nipples, pointing like erasers and her conversation distracted, her face flushed red with anticipation.

We all talked about where we were from and how Jake and I met Carol.  All of us were in software engineering.  Once we were done eating and chatting we were ready for the main event.  Carol stood up and said let's take this to the bedroom.  She walked ahead of us swaying her hips and her strong ass.

Carol said, "Dick sit in the chair while Jake and I get reacquainted.  Did you bring your phone? Come over to me Jake, it's been a long time."

I got my phone out and set it to camera mode.  I hoped my role wasn't to be cameraman again. 

Carol said, "Let's all get undressed.

Carol put her arms around Jake's neck and gave him a hot tongue twirling kiss.  They both moaned and said it's been too long.  I was mesmerized by Jake's black hands on Carol's pale skin.  Jake slowly pulled the halter top off.  Picture. He stood back and took in Carol's vision of pure sex.  Carol ran her hands over her tits and pinched her nipples.  Picture.  Jake put his hands over Carol's and they both caressed her tits and then moved down to the thong. Picture.  Carol spread her legs giving Jake access to her soaking thong.  Jake was softly moaning. 

He started fingering Carol's cunt through the thong and then he pulled the thong off.  Picture. Carol was standing there dressed only in her shoes.  She looked hot. I took a few more pictures.  I was breathing hard and fondling my growing cock through my pants. I couldn't stay in the chair.  I got behind Carol and stroked both her tits.  She moaned.  Soon Jake and I were four hands caressing Carol.   Jake sucked one tit and I sucked the other. All of us were breathing heavily.

Carol moaned, "Let's all get undressed."

I was a little hesitant but Jake just pulled his clothes off threw them to the floor.  When he and I were naked, we checked each other's cock out.  Jakes cock was very long and thin compared to my average length and my considerable girth.  Carol stepped back so we could visualize her amazing body.  I could smell her sex.  She pulled us both of us down to the bed.  We were lying one on each side.  It was awkward in the beginning.  I would go to kiss Carol and Jake would be right there.  I would go to finger her cunt and Jake's hand was already there.  My heart was beating wildly.  My mind was in turmoil.  My cock was rock hard.  When I looked at Jake his cock was rock hard.

We soon got into a rhythm.  Carol would go back and forth kissing and soon she was stroking both cocks.  We were all very horny..  Jake started finger fucking Carol and I could hear her wetness.  He brought his finger to his lips and loudly sucked on it.  Carol bent down and sucked Jake's cock into her mouth.  She groaned.  Jake had a hardon that went straight up to his belly button. As Carol was bent over to suck Jake's cock I started to lick her cunt and ass.  Her cunt was dripping, cunt lips pouting, clit erect like our cocks.

Carol moaned, "Ahhh cocks for meee."

Jake pulled Carol to him.  I was frozen for a moment, then I rolled over and snugged my cock between her ass cheeks and started kissing and licking her neck.  Carol pushed her ass tightly against my cock and started humping both of us.  I was awash in lust, experiencing things I had never dreamed of.  Carol kept groaning and as both of us pleasured her.  Carol climbed on Jake and was rubbing her whole body on him.  Jake pulled Carol to her hands and knees.  I was barely breathing and my mind was in turmoil.  I wanted to see Jake fuck Carol.  I wanted Carol to myself.

Jake rubbed his cock on Carol's dripping cunt lips.  He was lingering in this moment before he plunged his cock into her cunt. Carol pushed back and caught Jake's cock in her cunt.  Jake and Carol both looked at me with hooded eyes.  Jake began to push deeply into Carol's cunt.

She moaned, "Jake, fuck meeee."

I couldn't stand being left out.  I slid underneath Carol until my face was right below her cunt.  Jake's cock was coated with Carol's juices.  Her labia expanded and contracted as his cock slid in and out of her.  I could see everything as if it were on a giant screen.  The veins in his cock were bright purple and expanded as he pushed deeper into her.  Carol's clit was directly above my mouth.  I sucked it and lapped it while Jake's cock was just above me.  His balls bounced off Carol's clit while I was sucking it.  On one very deep thrust, Jake's cock slid out of Carol and knocked me on my forehead.  I put my hands around it and aimed it back into her cunt.  Jake grunted.

Time stood still for me.  There was nothing else in this world than this sexual drama.  My cock was burning. Carol started moaning and her body was flushed red.  Her whole body was lying on me as Jake fucked her. She put her head down on my legs and stuck her ass up so that Jake could go deeper.  I started humping my cock into the air.  Carol grabbed it and started rubbing it all over her face.  I was on the verge of exploding when Carol took my cock into her mouth.  Now she was getting fucked and sucking my cock.  

Carol started babbling, "Jake, Jake, meeeeeee."

Jake's cock started pulsating, his balls contracting.  Carol's head bobbed up and down on my cock.  Jake froze and pushed deep into Carol's cunt.  His cum was streaming out of her.  Some of it landed on my face.  At that point, I didn't care about anything but cuming.

I exploded.  My cock shot stream after stream of cum, coating Carol's mouth and her face. 

Jake pulled his cock out of Carol and collapsed on the bed.  Carol collapsed on top of me.  I held her tightly.  Her face was still nuzzling my cock.  I was confused but sexually satiated. 

The night will continue in episode 9