"It will be Sandy's birthday in two weeks," Pam reminded me.

"I remember," I replied, " the big five-o for our little teacher."

"She does not want a party or anything, though," Pam lamented. "She doesn't want to even say the word fifty."

I laughed, "I don't why she worries; she barely looks forty."

"I know," Pam replied. “She looks so good still."

"Like you," I reminded her. "You still look like you're in your thirties."

Although almost forty-nine Pam looked like she was reaching thirty-nine. I worked hard to look and feel younger than my fifty-five years to make sure she didn't look elsewhere. She always laughed and said I had nothing to worry about, but I worried anyway. There were a lot of men far younger than me who lusted after her.

She gave me a kiss for the compliment.

"What if we take them for dinner?" I proposed. "Like we did with Holly and Chris?"

Pam had told me that she had talked with Sandy about our relationship. She said Sandy sounded interested.

"Hmmm... interesting idea," Pam replied.  "I will call her and tell her that you insist."

"I insist?"

"Yes, you," Pam said.  "You don’t know the effect you have on these women. Sandy would be here tonight if you told her to be."

"Hmmm... maybe I should make that call then," I teased.

Pam handed me the phone with a smile.

"I assume you are up to company then?" I asked.

"I know you are...it's been a few days," she teased.

I made the call. When Sandy answered I was very direct.

"I want you and Ted to be at our place tonight for eight."

"Okay... any reason in particular?"

"We want to celebrate your upcoming birthday in a special way," I told her.  "You will be here very late.”

She was quiet for a moment before speaking, "I will see you at eight."

"Sandy, I want you to dress up for me tonight." 

"How so?" she asked in a suspicious tone.

“Short dress, something flirty... and nothing else," I replied as I looked at Pam.

"For you, I have just the right thing," she replied and hung up.

"Told you," Pam said with a big grin on her pretty face.

***

The doorbell rang just before eight. Pam and I answered the door together to find Ted standing there. He handed me a small box.

"Don't ask any questions," he pleaded. "Just take this. I will pick it up tomorrow... with Sandy."

Pam and I looked at each other as he walked away and opened the door of his car. Sandy stepped out wearing an ankle-length coat and white sneakers. She kissed him and came into the house as Ted drove away.

"I hope I'm not late," she said with a pouty expression.

Her blonde hair was in a pony-tail, unusual for her. She was wearing bright-red rimmed glasses, not her normal silver ones.

"Right on time," I replied. “Let me take your coat for you."

Pam's eyes widened as Sandy opened the coat and I helped her out of it.

"You look fabulous. Perfect!" Pam gushed.

I was stunned and instantly hard.

Sandy was wearing a school-girl outfit. A short plaid skirt, white button-up blouse with a red tie, and little white socks.

"I didn't want to be late for class," she purred. "Teacher might not like it."

She ran her hand along the side of my face and turned to Pam.

"Are you a teacher here, too?" she asked.

"Yes, we always work together," Pam replied.

"Oooh, that sounds like fun," Sandy giggled.

Pam is always good at catching on to a situation and took control.

"Have a seat here, Miss," she directed as she gestured to the couch.

Sandy and Pam sat down together and Pam handed her a glass of wine.

"Are you old enough to drink?" Pam inquired.

"Mmm... I'm going to say... yes!" Sandy giggled.  "But just."

She looked at me over the rim of the glass as she drank, her blue eyes twinkling. Fuck she looked hot.

"He's very handsome," she whispered loudly to Pam. “Is he your boyfriend or something?”

"Something," Pam answered with a grin.

I recovered my senses and looked in the box Ted had handed me. In it was a GoPro style camera on a headband and a small camcorder. I excused myself to go set up the "classroom" as Pam refilled their wine glasses. I put the cameras on the dresser and set up our video as well, just for an additional viewpoint.

So Ted likes to watch. Well, we'll give him a good show.

I returned to the living room to see Sandy slowly twirling in front of Pam, showing off her outfit. I caught a glimpse of white cotton under the skirt.

"Someone is a bad girl," I announced in a stern voice.

Pam looked at me quizzically as Sandy froze.

"Do you mean me?" Sandy teased as she put her finger on her chin and sucked her bottom lip in.

"Yes I do," I said.

I lifted her skirt to show Pam the thin white cotton panties.

"You are a bad girl," Pam agreed, "you were told to have nothing underneath."

"Are you mad, teacher?" Sandy pouted.

In response, I sat on the couch, pulled her to me and put her over my knee. I lifted her skirt up and smacked her tight little ass about a dozen times. Then I pulled the panties off, as she giggled and wriggled, and gave them to Pam.

"Such a bad girl," Pam scolded.

I smacked her ass again. The red welt deepened in color.

"I am a bad girl," Sandy sobbed. "But I want to be a good girl."

"Good girls do what they are told," I said sternly.

"I will do anything you say," Sandy pleaded. "I want to be a good girl."

I looked down at her perky little ass and at the little pout between her legs. I put my finger in and slid it along the length of her slit. I stood her up and offered her my glistening wet finger. She sucked it into her mouth as she looked in my eyes.

I looked over and realized Pam had her phone out. She had taped the spanking. Shit, I forgot about the cameras.

"Time for class," Pam announced.

She took Sandy by the hand and led her to the bedroom. I followed along and turned on our camera, watching Sandy's eyes light up when she saw it, and turned on Ted's cameras. The GoPro light started blinking and I realized it was live-feed.

Ted was watching.

I showed Pam and she sent him the video from her phone. I put the camera on my head and sat in the chair.

"Sandy...I think Pam should help you with your tie," I announced.

Sandy put her hands behind her back and fidgeted while Pam undid the tie slowly and then pulled it around the collar and off. She then undid the buttons on the white blouse, exposing the small cleavage Sandy had to offer. Pam caressed her little pert nipples.

Sandy smiled and giggled as she undid Pam's blouse. Her eyes went wide as big, firm breasts spilled out as the top opened up. They jiggled slightly as her erect nipples were exposed. Pam giggled and put Sandy's little hands on her breasts, letting her feel them as she shook her shoulders slightly. Sandy giggled.

Pam took Sandy's hands and put them on her skirt. Sandy slowly worked the skirt down until she was eye-level with Pam's little fluff.  She looked at Pam's pussy with a lusty grin.

"Looks tasty," she teased. "I've never tried one before, though."

"That's why you are here," I replied. "To learn new things."

Pam and Sandy giggled as they looked at me sitting naked in the chair with the camera on my head.

"Pam, I think you should lay down on the bed," I announced.

Pam giggled and lay down on her side and watched. Fuck, she looked so delicious as she smiled at me and rubbed her nipples.

Sandy looked at me pouting, "What about me?"

"Come over here," I said as I gestured between my legs. "Kneel down."

She got on her knees and looked up me with doe-like eyes and her lower lip sucked in. I shifted forward in the chair. Her hungry eyes took in the sight of my swollen cock as I put it in front of her face.

"Wow," she said quietly. "It's really big."

"You are going to love it," Pam chuckled.

She turned to Pam and said quietly in her normal voice, "I don't think it will fit, Pam. He's really thick, way bigger than Ted."

Pam got on her knees next to her and put her arm around her waist. She reached out and put Sandy's hand on my cock, guiding it up and down as she whispered to her.

"Don't worry, he is always gentle... unless you ask him to not be," she giggled.

Sandy smiled again and giggled, "Well, it will be fun to try."

Pam leaned her head over and licked the underside of my swollen cock, making it twitch. Sandy giggled and copied her. Pam licked over and around the pulsing head. Sandy did the same. Pam put her lips on the side my shaft and dragged her mouth up and down, sucking as she did. Sandy did the same on the other side. The two of them licked up and down until Pam finally put her mouth over me.

I was struggling not to cum. Pam slowly sucked me, her tongue twirling along the bottom of my shaft. She pulled away and pointed my cock at Sandy. She hesitated for a moment and then pushed her stretched mouth over the swollen head.

She struggled as she tried to take me into her mouth. Pam coached and positioned her until suddenly she had about half of my shaft in. She slowly worked up and down with her lips stretched tight around my thick shaft as she learned to suck my cock. Pam put Sandy's hand on the lower part of my cock and Sandy began pumping in rhythm with her mouth. Pam urged her on.

"That's it, Sandy... suck that big cock... pump it... suck it... he's going to cum soon."

I groaned and forced myself to keep the camera pointed at them as I erupted. Sandy began choking as my cum poured into her mouth, forcing her to pull away as the remaining streams covered her face. Pam grabbed my cock and pumped it at Sandy's face, telling her to keep sucking. She grabbed her pony-tail and pulled Sandy's mouth to it.

"Suck it. Suck all of his cum out... be a good girl and suck that fat cock!" she urged.

Sandy swallowed and took me into her mouth. It was made easier by the slippery cum and she sucked my cock until Pam let her pull her head back. Then Pam held her head as she ran my cock over her face and smeared the greasy pole around. 

"Lick it," Pam instructed. "Lick that big cock clean."

As Sandy licked my cock Pam's phone went off. She went over to it and saw a message from Ted. She read it out loud.

"That was the hottest thing I've ever seen!"

Pam grinned ear to ear. 

"Pam's turn," I announced after I caught my breath.

Pam lay down on the bed and spread her legs as Sandy looked up at me with her cum-covered face.

"Time to try something new," I told her. "And don't wipe any of that off."

Sandy giggled as she climbed between Pam's legs and lay on her stomach. Pam's beautiful pussy was wet and ready. Her pouty lips were swollen and pink and her clit was waiting. Sandy was very hesitant so I sat on the bed and instructed her.

"Start by kissing it all over," I said as I pushed her face into Pam's glistening slit.

"Good girl, now make your tongue flat and lick between her juicy lips."

Pam moaned as Sandy's little tongue went along her slit.

"Now put your tongue between her lips and lick it, flick it around, put it inside of her."

Sandy did as she was told, her tongue licking and flickering. Pam moaned and rolled her hips.

"Now wiggle your tongue over her clit."

Pam starting bucking her hips as her clit finally got what it was waiting for. Her hand grabbed Sandy's pony-tail and she pulled her face into her pussy, bucking and rolling as she climaxed. She let out a huge groan and locked her thighs onto Sandy's head as she quivered with her orgasm. She relaxed and released her grip on Sandy.

Sandy looked up at me and into the camera. She was showing Ted her glazed, wet face covered in both of our juices. She licked her lips.

"Pam, you taste so good," Sandy purred. "I wish I had tried this before."

Pam just moaned. 

I was getting hard again after watching that and told Sandy to get up on her knees. She put her little ass up in the air. It was still covered partly by the skirt and I tossed it up over her back. Pam pushed her pussy back into her face.

I remembered the camcorder. I quickly grabbed it from the dresser and checked it out. It was very high-end, with live-stream as well, and I turned it on as I got behind Sandy. She was trapped between us with her ass in the air and her face between Pam's legs. I pointed the recorder at myself.

"I am going to fuck your little school-girl now," I said into the camera.

I panned down to my throbbing cock and then to her little dripping-wet snatch. It glistened with wetness and looked so inviting. 

"I am going to put the entire eight inches of my cock into her," I teased.

I ran the camera along the length of my cock as Sandy mumbled between Pam's legs.

I handed Pam the camcorder.

"Keep it on her face," I instructed.

Pam smiled as she pulled Sandy's face up so that she could see it in the camera.

I started by putting a finger in her, then two, then forced three inside. I worked her slowly and she grunted and groaned as I fucked her with my fingers. I took them out and gently rubbed her little clit, making her twitch and jump as I stroked my cock and lined it up.

I pushed gently as the swollen head pushed past her thin pussy lips and into her hot little hole. She groaned as I slowly worked in it. I kept going slowly, playing with clit at the same time, until I was about half in. I stopped and let her pussy adjust to the intruder.

Pam kept Sandy's head up and recorded her face as I pushed into her. Pam nodded at me when she knew Sandy was ready for more.

I pulled back a little and pushed in again. I kept my head down and the GoPro on her pussy as I heard her groan again. I slowly fucked her with half my length and felt her orgasm. She bucked as I flicked her clit and her already-tight pussy grabbed me like a fucking vise. She shuddered and grunted as she came, pushing her little ass back at me as the orgasm wound through her.

As soon as her vise-like grip released I pushed more of my cock into her. Fuck, she was tight. I worked it in and out as she went limp. I held her hips up and kept slowly hammering my cock deeper into her. At the seven-inch mark, she grunted loudly and started moving her hips again.

"Do you want it all?" Pam asked her. "Do you want all of that big, fat cock?"

"Yes," she whimpered, "I can't believe there is more."

"There is," Pam told her. "Are you sure?"

"Yes," she whimpered as she nodded her head.

I pulled back and drove my entire cock into her. She groaned loudly and shook as my cock battered her insides and stretched her pussy as I began to fuck her harder. I sped up as she was getting used to it, her grunts turning to moans as my cock pumped in and out of her tight little pussy.

The camera followed as I looked up at Pam and grabbed Sandy's pony-tail. I needed to fuck her hard.  She was so tight I couldn't help myself. I pulled her head back as I rammed in and out her, hearing her grunt and whimper until my cock exploded. I held her head back as I erupted into her little pussy. I gripped her pony-tail and kept my cock buried in her as it pumped her full of cum.

I finally let her go and her head collapsed down on Pam's pussy. I grabbed her hips and pumped about ten more times before slowly pulling my cock out. The camera watched as a huge load of cum slipped past my cock and then out of her stretched hole. It poured onto the bed and seemed to never end. It slowly streamed out of her, running between those slender little pussy lips as it dripped down.

Pam's phone buzzed. I handed it to Pam after I read it.

"Oh my fucking god that was awesome!"

I chuckled as I thought of Ted watching my big cock going in and my cum running out of his petite little wife.

I moved away and lay down with Pam. Sandy lay between our legs, totally exhausted and never moved as we kissed. We put our heads together on the pillow and relaxed.

"I think class is over for tonight," I said to Pam.