It was December 2012. Kelly and I were fifty-two. We were no longer kids on the outside but still felt like horny teenagers on the inside. Our sex life had slowed down a bit. We usually fucked about once a week. And I’ll admit that was my fault. My equipment was breaking down far more quickly than Kelly’s. Although clearly, I had never been able to fully keep up with her or she wouldn’t have had sex with dozens of other people throughout our lives.

Kelly still looked great. Her boobs were an unbelievable 36G. She was still a short five-feet-two-inches. She was carrying a few more pounds, but at that age who isn’t? A hundred and thirty still looked damn good on her. She had given up the super long hair years ago and was now a blond with shoulder-length hair. Even all these years later, she still kept her pussy shaved clean every couple of days and was rewarded for that fact by my eating her out every week before we would fuck.

She squirted now more than she ever had. She kept a towel next to the bed and would lay it out anytime her pussy was the main attraction. A couple of nights a week I would hear her bullet vibrator working its magic on her clit. Sometimes while I was sleeping, sometimes while I watched. The climax was pretty much always the same.

She’d use that thing to just about grind off her clit and then her ass would buck around in the air and her cum would start spraying everywhere and then become a stream running from her cunt. She’d double fold the towel and still have to quickly pick it up from the bed so it wouldn’t soak the mattress. But the towel itself was always soaked clean through.

We still hung out with our friends Lisa and Bob and fucked them two or three times a year. Kelly always looked forward to that because Bob was in great shape and could still fuck like a thirty-year-old.

So, we’re at Kelly’s company Christmas party and it’s your usual boring affair. Kelly and I usually go our own ways at these things and blab with whomever. Our attitude has always been that we get to talk to each other all we want but only see some of these folks annually. On the drive home, Kelly was pretty tipsy and told me that Ed had been flirting pretty hard with her for the last hour or so. Ed’s a few years older than us and works in a separate department from Kelly. I’d come to know him through these parties and he seemed like a hell of a nice guy.

Kelly said he was really trying to get into her crotch and was complimenting the hell out of her, rubbing her legs and shoulders, talking politely dirty to her. He had her twat dripping in anticipation. Then Kelly fessed up that he talked her into meeting him in the cloakroom and they were in a mad passionate embrace kissing and sucking each other’s tongues.

Kelly’s Little Black Dress had a deep cut in the front so she could show off her bazookas. He was able to get a hand (or two) down her bra and play with her nipples. She finally relented and let him slip a hand up into her crotch. Although she was strapped in with Spanx she was only wearing a garter and stockings without panties. That was always for my entertainment and we barely made it home after these parties without stopping someplace to fuck.

He played in her soaking wet slit for quite a while as they continued to kiss like horny youngsters. He finally made his way to her clit and brought her to a knee-shaking orgasm. Kelly made him stop at one orgasm. She knew if he kept going she would squirt a river and really didn’t want to do that then or there. Of course, her hand was on his cock and he was begging for relief. Kelly could not risk them getting caught there in the cloakroom.

Even though it was only thirty degrees outside they slipped out a side exit door that went nowhere. Ed pulled out his nice-sized cock and Kelly bent over and sucked him. Ed slipped his hand back into her cunt and she shooed him away. By then Ed was ready to blast. He gave her a decent load which she gulped down and stood up and kissed him. They had only been gone a few minutes and made their way separately back inside through the front door.

Shortly after, Kelly found me and we headed out. The rest of the story that she went on to share was that Ed was still married but his wife had given up on sex. She was never much of anything in bed and had decided post-menopause that it was something she no longer needed to provide.

So, for the last couple of years, Ed’s only outlet was masturbation. It served its purpose but was no substitute. They had discussed divorce and, in that process, she told Ed that if it was just about sex to go find what he needed. She didn’t care as long as he wouldn’t wave it in her face.

Surprisingly to me, Kelly never brought it up again after the drive home. Jump forward a few months and we have cabin fever. A band that we both enjoyed was coming to a local club that we hadn’t been to in a long time, but we had some pretty wild times there years ago.

We’re at the club on a damn cold Saturday night in February. Kelly had on a full-length fancy-ass coat which allowed her to wear what she had on underneath. She wore a sexy as hell black blouse. It was mostly sheer with some really wide stripes that were not see-through. It covered about half of her boobs and had a stripe down the top of each arm. The back was all sheer and it clearly could not be worn with a bra.

Even at her age and their size, Kelly’s boobs defied gravity. Spectacular was the only word for that blouse! She had a black skirt with lots of sparkly things all over. It wasn’t super short, but fairly high on her thighs. She was wearing the same garter and stockings that she had at the Christmas party. She was also wearing a pair of black heels (which I knew would disappear moments after she hit the dancefloor). The work she put into her makeup told me that Kelly was hoping to have a fun night.

Some time ago we had bought a suction cup gizmo at the adult store. It sucked in her nipple and then enabled rolling a ring onto the base of her nipple which constricted it, but not too much, and gave her bullet hard, dark red nipples. She loved both the look it gave her and the feel of bullet hard nips. Her protruding nipples really topped off the blouse (all puns intended).

We had arrived early enough that we were even able to get our previously-favorite table off to the side of the dancefloor tucked into an alcove. We had a few drinks and flirted before the band started. We weren’t the first ones out there, but soon enough we were dancing. We took a few more breaks than we used to. And I still sat out plenty of songs so Kelly could have her fun. And she really did. She had guys in their thirties working their way in to dance with the hot gal with the huge boobs and sexy legs.

One guy was into dirty dancing and he had her on his thigh as he humped away at her. I noticed Kelly had undone several small buttons on her blouse and it was now open just about to nipple level. The dancefloor was packed cheek to cheek. The guy had spun her around and was basically humping her ass. She could feel his cock was at full staff and poking her butt. He was slipping his hands in and out of her blouse tweaking her nipples.

On the next song, the band really took up the heat and dimmed their lights. This guy’s hands were all over her ass. He kept tugging her skirt higher and higher until Kelly realized her butt was fully exposed. But it was dark, the place was packed and she was surrounded by a dozen people that she could have reached out and touched, so she let him play. He was spreading her cheeks and kneading her buns.

He finally worked some fingers into her bare slit. He spun her around again and pulled her back against his cock and then slipped his hands down to her pussy and started aggressively rubbing her clit. Kelly was amazed at his good aim. He was rubbing it exactly how she liked it rubbed. She leaned her head back into his neck and was nibbling his ear and moaning directly into his ear as he made her cum.

“Oh, fuck… Oh, fuck… That feels so good… Make me cum… Oh, fuck that’s it, yeah make me cum. Oh, fuck yeah!”

She could feel him humping her ass as he fingered her. As she came, he stiffened up and pulled her tight to him. As soon as Kelly came off her orgasm he helped pull her skirt back down, kissed her on the neck and slipped away. Kelly came and found me with a huge grin on her face. I asked her what she was up and she told me about the young guy that got her off and came in his slacks. We had a good laugh and another drink.

Perhaps an hour had gone by when we came off the dancefloor for a break and a drink. As we’re sitting there, Ed appears! He introduces himself to me. No need. We shake hands and Kelly gives him a big hug. He holds her in the hug for a long time. We had an extra bar stool tucked next to us holding our coats. We adjusted and Ed joined us. Kelly let him know that she and I had discussed everything from the Christmas party. Kelly is fine with flirting and more, maybe much more, she just wants guys to know that she and I have no secrets.

They head off to dance and flirt. Kelly had a few drinks in her and was worked up by the guy who jacked her off. She was the horny one putting the moves on Ed. She was stroking his cock through his jeans.

“So, your wife doesn’t want this in her pussy? What the fuck is wrong with her? This is a nice cock! Do you know how to use it?”

“Hell, yes I do!” was his reply.

“Do you think you would know how to use it on me?”

“I’d love to try! I would love to fuck you. I’d like to eat that bare pussy of yours, too!”

“Ooo, I love having my pussy eaten. I like to have my pussy eaten while I have a hard cock in my mouth.”

“I can’t wait to feel that.”

“So, what do you really want out of this?”

“I told you at the party, she won’t fuck me anymore and gave me the okay to find pussy someplace else. I don’t want a girlfriend. I don’t want a different wife. I just want to find someone I can fuck without strings attached. All I need is to cum in a pussy every few weeks or so.”

“What if my husband joined in and made it a three-way?”

“Sounds like fun. As long as I can cum in a pussy. He doesn’t, you know… I mean…”

“Oh, hell no! He wants nothing to do with your junk. He just knows that sometimes two cocks feel better in me than one. I’ve got three doors to knock on. It’s nice when more than one has company.”

From the look on her face, I knew what was up as soon as I saw her walking toward me.

“I’ll pull the car around. And Ed, I’ll wait for you to get behind us.”

As soon as we walked in the door I went downstairs and opened the hot tub. I took a quick shower and got in and really enjoyed relaxing my muscles in the hot water. It was probably twenty minutes or so before Kelly and Ed appeared. They were naked and his limp cock was dripping.

Kelly had pulled him into our bedroom and had him help her undress. Then she undressed him. His cock was so hard it looked like it might break and had a stream of pre-cum running from it. Kelly couldn’t help herself and she dropped to her knees and sucked him off. She was far less drunk than at the Christmas party and noticed more when he came. She enjoyed a big load from Ed with a strong blast into her mouth. His cock was just a tad longer than mine when hard but he was uncut and hung much longer than mine when limp.

They took a quick shower with Kelly ensuring his cock was clean and he cleaned her pussy to perfection. When they climbed into the hot tub Kelly sat on his lap and let him work over her boobs. Then she got up and sat on the edge, inviting Ed to eat her pussy. Ed knew how to eat pussy. Kelly came in about two minutes and then another time as she smashed his face into her cunt and I saw her cum running down from his chin.

She slipped down into the water and was playing with his cock. Once she had him hard she got on all fours facing me and asked Ed to, “Put that lonely cock in my pussy and fuck me!”

It took them a few moments to get adjusted and Ed to get his cock inside. As soon as he was, he started fucking her in a nice easy rhythm. Kelly tugged at my cock. I rose out of the water and she sucked me in. Kelly’s favorite position is doggy style unless she’s lucky enough to have two cocks and get spit-roasted. Twice she had to spit out my cock to scream through an orgasm. 

Ed fucked her right through them both. Kelly was in heaven. Five minutes later she had another screamer. Her knees were giving out. She stood up and then stepped out of the hot tub. She grabbed a towel and asked Ed, “Would you like to join me upstairs?” He looked at me and I nodded approval.

They both headed upstairs to our bedroom. I figured I’d give them some privacy. Maybe Ed couldn’t pop because he just had? Maybe he couldn’t with me right there? Who knew and I figured I’d let them work that out.

I got out and dried off and stepped up to the sink and jerked my cock. Thinking about Kelly’s cunt so far that night and of the hours to come, it didn’t take much for me to drain my nuts with four strong streams of sperm. I fell asleep in the guest room downstairs to the sound of our bed slowly creaking as they fucked.

Kelly told me that as soon as they got upstairs she went down on his cock again to get him stiff. She also reminded him that he hasn’t fucked in years and she was there for him to use as he wanted. “You pick the positions. I just love the feel of a cock in me.” Ed laid on his side and positioned Kelly in kind of a scissors position. He had her leg on top of his, his cock slid in and her leg on top of his other leg. They were basically at a ninety-degree position with each other.

Kelly liked how it felt as they were both laying down as they fucked. Ed was staying hard and they fucked for a long time like that. Kelly used a free hand to run over her clit and thought to herself just how nice it all felt, a cock fucking away and her clit getting some gentle attention. Kelly brought herself to orgasm.

Then she moved a hand down deep, behind her leg and got hold of Ed’s sack. She was gently rolling his nuts and tugging his sack. She felt his sack move from spread out and soft to hard and crinkly and knew he would cum soon. She kept working on his nuts and Ed kept stroking her pussy. He groaned and kept stroking his cock in and out of her vagina. He never broke stride although she knew he had orgasmed. A couple of minutes later his cock had deflated although it didn’t slide out.

A few minutes after that Ed rolled to his back. Kelly was fascinated by his cock. It was maybe a bit over six inches fully hard but at least four or five when limp. She crawled down to both inspect and suck clean his dick. She crawled up when finished and gave him a big hug. He dipped down and suckled her boobs. They fell asleep in a tangle.

Kelly woke up around six a.m. and felt for Ed’s cock. It was limp. She scooted under the covers and sucked him until he was erect. Then she played with it for a minute sliding his sheath up and down over his head. She threw a leg over him, held his dick in position and slowly slid her cunt onto his hard-on. She rode him slowly at first and then picked up the pace. She was eventually laying on his chest with her ass slapping up and down on his cock.

Kelly came and squirted a little bit and fucked through it. She was on a mission to give Ed another orgasm. She slammed his cock for another few minutes until she was getting close to being out of breath. Then she had her money shot! Ed groaned as she was fucking him and shot his load. It was just in time. Kelly was exhausted and rolled over. She laid there catching her breath. Ed was thanking her profusely for being there for him. Kelly was more enjoying the feeling of his cum slipping out of her slit and sliding down her butt.

Ed apologized for staying overnight and made clear that was never his intent. Kelly assured him it was okay with both of us and we all needed to find out if we want to do this. Kelly told Ed he was a great fuck, had a nice cock, shot a nice load, was a nice guy, and if he wanted to fuck her every few weeks, her pussy would enjoy that. They had a tender hug and then Ed got up, got dressed, asked Kelly to thank me on his behalf, and drove home.

A couple of hours later Kelly came down and fucked me awake. She told me about their agreement. It was a couple of weeks later when Ed came over on a Saturday morning and they fucked for an hour. For the next couple of years, they would fuck once or twice a month. About half of the time it was all three of us and Kelly loved the spit-roasts. Other times I’d usually go run some errands and give them the house.

Ed’s wife finally figured out what she was trying to block from her mind. Ed confessed everything. He wasn’t embarrassed. She told him to go find pussy and he did. Well, she lied. And then filed for divorce. Ed and Kelly agreed it was time for their friends with benefits sessions to end. The good news is that Ed found someone a couple of years ago and is now happily remarried, and according to what he told Kelly, he’s “Getting pussy!”