When I changed my angle to better rub on his cock, he groaned and thrust himself against my foot.

“Fuck… Rayne, I want you to know I didn’t plan this.”

“No, me either, but it’s OK.” With what we were doing now openly acknowledged, I gripped his cock between my toes, squeezing and stroking it through the thin knit. It felt quite substantial and very hard!

“How about your husband?”

“He’d be bummed he missed it.” I smiled. “If he was here, he’d dive right in. Now he’ll just be jealous when I tell him about it.”

‘Moonlight Serenade’ played in the background, the screen unwatched, as he said, “You’ll tell him?”

“Of course! This couldn’t happen any other way… in fact, he’d love it if I sent him a picture.”

“A picture? Oh, I don’t know, I…” When I sat up and slid over and began to fondle him with my hands, he seemed to lose his train of thought, and when I tugged his drawstring loose and reached into his pants, he pulled my face to his and kissed me, this time our tongues tangling with no reservations. I enjoyed his kiss and the feel of his beard and mustache, and the way his cock felt in my hand, thick and hot. His fingers were working at the buttons of his shirt – the one I wore - and he reached inside to squeeze my breast as we swapped spit, his fingers targeting my sensitive nipple.

We enjoyed a combination of serious necking and touching, our passion growing, and by the time we were into ‘Pennsylvania 6-5000’, his face was at my breasts, his lips and tongue on me, and his hand squeezing my thigh just inches from my very wet and ready pussy. I felt his breathing stutter as his fingers touched the satin gusset of my very wet thong, and again when he slid beneath it and into me, gently opening me to his touch, my cunt tight on his fingers.

He brought me to my first orgasm slowly and skillfully, his touch the perfect combination of tender and demanding as he combined a thumb stroking my clit with his fingers finding that perfect spot just inside, and I cried out and thrust against his hand, my legs clamped together on his arm as I came.

We continued to touch, tease, and excite and were both very much ‘In The Mood’ by the time that particular tune in the movie played. He pushed me back on the sofa and slid down to bury his face in my horny pussy, his arms wrapped under my thighs to lift me to his lips. It almost felt like he was licking me in time to the music, occasionally altering with sucking at my clit or thrusting his tongue into me, and he brought me to another orgasm and then another, the climax rocking through my body as I arched against his lips.

If I’d had to guess, given his personality I would have guessed that Mark would be a skilled and considerate lover, focused on his partner’s every sound and movement to cue in on exactly what to do when, and so it proved. He played me like a musical instrument, never missing a note, fingers and tongue and lips coaxing orgasms and unintelligible sounds from me, my response seeming to delight him and push him to even greater efforts.

Nearing exhaustion and needing a break, I pushed him away from my pussy before pulling him back up to me for a kiss. His lips felt hot and puffy, slippery with my juices and scented with my arousal, and I licked his lips and chin, eager to taste what he’d drawn from me. He shared willingly, offering me the tongue that had just provided me with such intense pleasure - which I eagerly sucked - but now I wanted him!

I wiggled out from beneath him and off the sofa, and when he sat up, I tugged his pants down to his ankles. He had a fascinating, beautiful cock, not huge but standing thick and rigid from his lap. He was uncircumcised, and his foreskin covered about half of his fat purple head, a thick vein running up to the fold at the edge. His cock, like his handsome face, had character… OK, that sounds funny, but I don’t know how else to say it!

Maybe it was partly because he’s older, but his penis seemed more veiny, more knobby, I suppose, although that’s not the right word either! I don’t have experience with dozens of cocks, and even less with uncut guys, but I’d never seen one where the bulging veins ran right up into the foreskin, or one with the well-defined bumps and ridges beneath the silky skin on the shaft like Mark had. I wondered if I’d be able to feel them when he entered me, which thought made me gush, but for now, I took him into my mouth.

I tongued his tip, the tiny slit, and pushed his foreskin back with my lips so that I could lick around the rim of his crown. He tasted wonderful, of a soft masculine musk and sea salt, and the slight leakage of his glistening precum had a citrus tang on my tongue. I took him deeper, and then deeper, the tip of his cock in my throat and right at my gag limit, but my lips were stretched around his thick root, so it wasn’t going any deeper.

I slid him all the way out and then plunged back in again, taking him to the root. As I repeated the motion he groaned and thrust up into my mouth, and I cupped his heavy balls in my fingers. I was very aware of the bulging veins and hard ridges on his erotically gnarly shaft as I sucked him, the feeling very pronounced against my sensitive lips and tongue, and he gasped as I let my teeth slide lightly over the velvety skin of his penis.

He rested a hand lightly on my head, not forcing me down on him (which is good – I don’t care for that!) and used his other hand to hold my hair out of the way so that he could watch me suck his beautiful cock. Knowing he was watching, I let him slip from my lips, looking him in the eye as I did so, then watching him watch me as I licked up and down his shaft, around the head, and pushed the tip of my tongue into his opening. He was leaking furiously now, and I played with that too, stretching glistening strands from my lips or tongue to his cock.

Richard loves to watch me suck his cock, and I love watching his eyes and his expression as he watches me. Mark was the same; maybe most men are.

Seeing the arousal and appreciation in his eyes, along with the feel and taste of him in my mouth, was arousing me in turn, renewing some of the excitement he’d wrung out of me. I moved lower, letting his cock lie across my face as I sucked one of his big balls, the right one, into my mouth; I’d been planning on taking both, but quickly realized there was no way! His balls were too large for that, but I gave the one in my mouth a thorough tongue bath before letting it slide out, putting light pressure on it with teeth and lips and hearing him moan as it slipped free.

“Did I hurt you?” I love sucking Richard’s balls, and he loves that fine line between pleasure and pain that a little well-applied pressure can provide; I’d tried the same trick on Mark.

He blew out a pent-up breath. “No… well, yes, a little, but fuck! Don’t stop, please.”

“I won’t, but take a picture first!” I gave him my phone, and he took one with his cock against my face as I licked his balls, a second with me pulling his fleshy foreskin back as I tongued his tip, and a final one with my lips wrapped around his thick shaft, his cock about halfway into my mouth, before setting the phone down. It seems my cock-sucking skills had overcome his shyness!

“Thanks, Richie will love those!” I smiled before taking his other testicle into my mouth for its own little tongue bath. His heavy balls hung low in his silken sack, so it was easy to suck on one as the other slid against my cheek and chin, his straining cock, still leaking, leaving wet smears on my other cheek and temple. I ran a finger around his corona, my other hand beneath him, tickling his taint, and he groaned.

“Fuck… you’re going to make me come.”

I let his left plum slip free and smiled up at him, licking my lips. “I hope so! Whenever you’re ready…”

“I wanted to come inside of you.”

“We’ll do that next… I need to taste you.”

“You know I don’t have the stamina of someone your age.”

“Mark, please; we’ll figure it out – and I’m in no hurry. Come for me… I love to feel a man come in my mouth.”

“Rayne, my god…”

I took him back into my mouth, using my lips and tongue on his cock and my fingers on his sack, his taint, and to tickle his tight star. Watching him, I knew by his expression that he was close, and, ironically, the movie on the screen had just launched into ‘String of Pearls’ when I felt his cock leap and spasm. I debated momentarily about pulling away and letting him string his pearls all over me, to make a joke about it, but then his first big spurt rocketed into my mouth and throat and I closed my eyes and reveled in the sensations of his orgasm, relishing each new spurt.

His cock throbbed and pumped, his warm, creamy semen filling my mouth. I still had one fingertip tight against his anus and I pushed into him just slightly so I could feel it spasm, gripping my finger as he came, pumping and throbbing. He gushed and gushed (it must have been a while!) and filled my mouth to overflowing. I had to let a dribble of cum escape – or pull back and get squirted – and the spermy trickle ran down my neck and onto my breasts and tummy.

When he finally finished pumping, I kept him in my mouth, swirling my warm liquid treasure around his cock head, my tongue caressing him until he begged me to stop, his post-orgasm organ too sensitive for more. I let him slip free, noisily vacuuming in all of his cum as he did in order to not waste any. I opened my mouth, showing him what he’d bestowed upon me, and then swallowed – it required three gulps to get it all down!

I seized his cock, which was still thick and hot but slowly softening, in my fist and milked the last of the cream out of it, a large bulb of cum gathering at its tip. I licked up the new bead of white and then stood and straddled his legs, lowering myself onto them before pressing my lips to his and giving that last little smidgeon of cream back to him. To my immense pleasure, he took it eagerly and stuck his tongue into my mouth, seeking more. He kissed me and licked my lips and neck, lowering his head to lick his cum from my chest and breasts as well.

As the flames of our arousal slowly died down, we simply remained naked on his sofa, wrapped in each other’s arms. We enjoyed the remainder of the movie and the abrupt ending, although Glenn still went missing and was presumed dead; you'd have thought that by now, he'd know better than to get on that plane!

When he switched over to soft jazz music and the screen went dark, we just held each other, touching, talking, exploring every little crease and ridge of each other’s bodies, the soft and the hard places, the cum-slick and the sweat-soaked. He licked the seat from beneath my breasts, and I sampled the salty droplets from the hollow at the base of his throat as we savored more of each other’s intimate flavors.

Truthfully, this easy, tender intimacy felt more like cheating on Richard than the sex had. I know it stemmed from our friendship, and that we could only engage in this way because we’d had that relationship first and trusted and cared about each other – and I knew I wasn’t ever dumping Richard for any other man on earth – but spending those post-sexual intimate moments with another man still felt like cheating. It was weird, a little bit of dissonance in an otherwise amazing evening, and as much as I was enjoying it, I reached down and lifted his cock, warm, thick, and flaccid, and squeezed it, moving from tender intimacy back into the purely sexual realm.

As I played with his fleshy foreskin, I said, “I don’t suppose you like to check and see if I have any more orgasms in me while this amazing little guy recovers, would you?”

“Little… thanks!” He chuckled. “Is that even possible, that you’ve got another orgasm or two tucked away somewhere?” 

“It’s been known to happen. I can tell you where to start looking if that helps.”

“No, I think I’d rather enjoy the search.”

He turned out to be an excellent hunter, as I’d expected. He left no ground uncovered, no stone unturned, and his lips, tongue, and fingers had searched everywhere from my ears to my nipples to my tight little star, down to my toes and the soles of my feet before he discovered how sensitive my inner thighs were, and that clue led him on. He’d been so close when he’d tongued my tender anus mid-search, and I’d come hard, so you would have thought… but no, he’d kept searching!

Now, though, as he crept ever closer, he seemed to lose his way, wandering around my mound, my outer lips, the creases at the tops of my thighs… so fucking close, my clit no doubt hard and sticking out, beckoning him, and yet he couldn’t find it! When he pushed his tongue into my ass, I gave up on him ever finding the target on his own, and grabbed him by the hair, thrusting my pussy into his face.

“Mark, fuck… oh my God! It’s… yes, right there! Fuck... fuck!”

I could hear and feel him laughing, the sadistic bastard, as he sucked on my clit and tongued me to a monstrous climax. I humped his face, grinding into him, holding him against my sex, and doing my best to suffocate him, but he just laughed and licked and sucked, and made me come, again and again. When I fell back, every bone in my body turned to Jell-O, he raised his face, lips and chin dripping, and looked at me.

“Did I find them all?”

Between heavy breaths, I managed, “Almost.”

He grinned and stood, his cock mostly erect, and I hoped he’d slide it into me – I was certainly wet enough! Instead, he said, “Hold on a sec, I’ll be right back.”

He disappeared into the bedroom while I lay there, heart pounding, trying not to melt into his sofa cushions, and when he returned a moment later, he was struggling to get the double cock ring over his equipment as he walked. When he came close, I took over, getting his big, low-hanging balls through one loop and stretching the other over his semi-rigid cock. I don’t know if he’d gone and had the gadget professionally fitted at some cock ring superstore or what – Dick Rings ‘r’ Us or something - but it was a perfect fit, tight around the thick base of his cock, and he began to further swell and stiffen almost immediately as it did its job.

When I took him into my mouth, I could feel him growing and hardening, throbbing, and I traced the lines of his bulging veins with my tongue. When I let it slip free, I gripped his balls and let his cock stand proud - and I couldn’t help it, I laughed!

“Wow! That’s amazing, I can’t believe how beautiful your cock is… look at that thing, so hard, all veiny and studly.” It was, too, rigidly upright, the ring tight on his shaft and the veins bulging, his half-exposed cock head purple, and the rest red and swollen and hard as stone, clear precum glistening at its tip.

He laughed too. “Ok, if you’re done embarrassing me…”

“No, I mean it! I love it, Mark, I can’t wait to have you in me, but I’m enjoying looking at it too much.”

“Well, I’ve enjoyed looking at you, so knock yourself out!” Relaxed now, knowing he’d have no problem staying hard, he leaned back and let his cock jut upward. I touched it, stroked it, traced his ridges and veins, and took it in my mouth. I sucked his balls some more, his cock growing so thick and hard with the ring trapping his blood flow that I was afraid it must hurt, but he assured me it didn’t.

When I couldn’t wait any longer, I lay back against the arm of the sofa and pulled my legs up and far apart, exposing and opening my wet, puffy, horny pussy to him. He smiled appreciatively as I said, “Fuck me, Mark, hold my legs up so I can watch you enter me.”

He got between my legs, pulling my calves up to rest on his shoulders, and, holding his cock angled downward with one thumb he slid it between my lips in a delicious cameltoe slide. He didn’t need to – I was plenty wet and he could have thrust right in – but he waited until he’d made me come by rubbing his glans on my clit before he slowly entered me.

I felt his tip probing at me, and then the heavenly stretch of him opening me, and I watched as his cock head slowly entered my body, my tight opening pushing his foreskin back. The head disappeared as his rigid shaft slowly followed, and I don’t know if it was because I was watching him enter me or what, but I swear I could feel every vein and bump of his hard, ropey cock pass my lips as he worked it into me… slowly, ever so slowly filling me. I longed for him to just slam it deep… but no, this was too good, too erotic, too delectable and euphoric to pass up.

I could feel an enormous orgasm building, but I resisted the urge to thrust myself up onto him until I felt his pubic bone pressed to me and his balls hanging warm and sensual against my bottom, and then I came in an astonishing, monstrous rush, jamming myself onto him, grinding, crying out.

He rode me hard, slamming into me throughout my climax, but when I collapsed afterward, my legs still over his shoulders, he continued to fuck me with long, slow, full-length strokes, using every millimeter of his impossibly swollen organ. Gasping, sweating profusely, I watched him slide in and out of me, again and again, his cock ring keeping him massively hard and thick. It was beautiful, it was obscene, it was loving, it was intense… it was intimate, and it was hard, filthy fucking at its finest. I came… I don’t know how many times, none as hard as that first one but each one wonderful.

When he eventually groaned and announced he was coming I hooked my heels into his shoulder blades and reached forward and around him, grabbing his ass and pulling him deep into me so that he wouldn’t even think of pulling out. I wanted his cum, and I wanted to feel him throb as he filled me… and then he did. It felt amazing, his cock spasming and pumping deep inside of me, so hard and so thick, and I moved my hips in small motions, being sure to milk him of every drop.

After, he remained inside of me, his head bent and his chest rising and falling as he caught his breath. I loved the way his cock would occasionally pulse inside of me, an orgasm aftershock as he lay in my velvet embrace, bathed in a pool of his warm cum. I could feel his balls hanging down on my ass, and the way the muscles would draw them up just slightly when his cock would spasm. Having my dear, sexy friend inside of my body, each of us satiated but astonished at what we’d just done, was a deeply intimate and gratifying feeling.

I wasn’t sure he felt the same, but when he raised his head and opened his eyes, I knew he did. “Rayne, my god!  That was incredible. I didn’t know I had it in me!”

I almost said, ‘You don’t, you have it in me!’, but it wasn’t a good time to be flippant. It had been too good, too close, too intimate of a moment in time to ruin it by being silly. “Unbelievably good, Mark… I had faith in you. You’ve always been the kind of man that gives so much.”

He stroked my hair. “I should feel very bad about this, you being married, but I don’t. Is that wrong?”

“Less so for you than it is for me, but really, it’s OK. Richard understands, and he knows how much you and I care for each other. When I told you that his only problem would be not being a part of it, I meant it. He feels – we both do - that sex is part of life and part of affection, a physical way to share and deepen a relationship that is already intimate in other ways.” I moved slightly and felt him move inside of me, and he blew out a quick breath.

“Fuck, you feel so good. I wish I could stay in you forever.”

“Me too, but that he might object to.”

He smiled. “I guess I should take it out, huh?”

I wiggled my hips. “Not on my account, I love the way you feel. I suppose you’ll shrink up and slide out soon anyway, huh?”

“Not necessarily, not right away. The ring keeps me pretty hard for a while.”

I smiled. “You old guys know all the good tricks.”

“Hey, now! Here I thought we were doing so well.”

 “Oh, we are! I meant that in a positive way. You ever tried boner pills?”

He laughed. “Wow! Kind of a personal question, but then I do have my cock in you and just pumped in a huge load, so I suppose you’re entitled – and yes, I have. Not tonight though, because I wasn’t expecting this.”

“That was all you? I’m deeply impressed! You did men your age proud.”

“All the boys back at the home, you mean? Thanks!”

“Not at all what I meant – and you’re not that old! However, whenever you feel like removing your cock from my pussy, I’d love to lick you clean.”

“Love your subtlety – you’ve always had that knack - and that sounds too good to pass up!”

I gasped when he slipped free, my body missing that full-feeling sensation, but we tasted amazing together. His cock was still thick, but rubbery and slowly going soft as I licked and sucked away our combined love juices, enjoying playing with his silky foreskin with my lips and tongue. When he was limp and floppy enough, I carefully worked the rings off of him. When I’d finished, and licked clean where they’d been, he surprised me by returning the favor, his face at my crotch as he lapped up cream like a kitten – except, unlike him, I came again.

After, once we’d lain together to enjoy the afterglow for a time, I got cleaned up and dressed, and we made a commitment to do it again, next time with Richard - and Mark’s Viagra - involved. He walked me to my car, and despite his determined efforts and my own, I could still feel his cum soaking my panties. I liked that, a wet reminder that my friend is a beautiful, sexy man. We shared a last long, deep kiss, and before I pulled out of the parking garage, I texted the three photos to Richard.

It was after three a.m. when I got back to my brother's house, but Sherry was still up – and she wanted to know every detail!  She ate it up, no doubt becoming aroused, and swore that she was somehow going to get my brother involved in something similar.

As we talked, my phone vibrated and dinged softly, and when I opened the text, I laughed. Sherry asked what it was, and after a moment’s hesitation, I showed her. It was a close-up photo of a big, hard cock gripped firmly in a fist, an enormous load of creamy white cum running down it and over the fingers, onto his balls.

Sherry stared at it for a long time. “Is this the guy you were just with?”

“No – look up at the top.”

“This is from Richard?”

I laughed. “Not only from, that is Richard. I think he enjoyed the pictures I sent him.”

"Wow." She passed my phone back to me. “You sent him pictures? Of you and…”

I’d opened my photo album, and now I showed her the pictures of me and Mark. She flipped back and forth through the pictures, including one I’d shot in front of the restaurant that showed a fully-clothed Mark, almost full length, smiling into the camera. She jumped back to texts to stare at Richard’s cum-covered cock and balls, and then returned to look at Mark some more, her fingers sliding on the screen as she expanded and reduced each image.

“Amazing… how old did you say this guy is?”

“Mark? He’s sixty-six.”

“He’s a fine looking man… and Jesus, that cock! Both of them, I mean; you’re a very lucky girl.”

“I know!” I laughed. “You really need to get Tommy to open up, Sher. You’d have a blast.” They're only a couple of years older than me and Richard, but time was a-wasting!

She laughed too. “Well, horny as I am right now, this would be a good time for me to start working on him!”

She rose to head for bed, and I stood and gave her a hug. She sniffed the air, and I felt her shudder. “You smell like sex… lots of hot, filthy sex. I love it.”

I laughed. “There’s a reason for that.” I wished her good luck and told her I was going to grab a shower before bed.

As I was drying off after my shower I could hear them talking, but couldn’t make out the words. I also heard the sounds of their lovemaking a short time later, as I was falling asleep, and I smiled, knowing I was partially responsible.