It has been a while since my first threesome. I know James enjoyed meeting my friend Lisa, and enjoyed fucking her. Lisa had joined us a few times until a few months ago when she met her now boyfriend.  I got a call from her the other evening, and as we talked, I could tell she wanted to ask me something. I asked her what was up, and she began to talk about the first time she met James for his surprise FFM threesome with us. She asked me if I would be interested in joining her to surprise her boyfriend, like we did for James.

I had never met him, but Lisa had texted pictures of him, so I knew what he looked like. I told her it sounded like it would be fun and I would have no problem joining them for this, but I had to make sure James was okay with me spending the weekend with them.

Her place is about a two-hour drive, and he doesn't like me driving out after dark.

I handed the phone to James and told him it was Lisa and she had something to ask him. He jumped up and grabbed the phone eagerly. I don't know what she was telling him, but I could hear his okay, sure, of course responses. He handed the phone back to me, and Lisa told me to come anytime I could get there on Saturday. We talked for a brief moment, and she said that she had something else to tell me. She sounded serious, and then she told me that her boyfriend, Bill, was huge and extremely long and thick. In my mind, I was wondering what she considered to be huge. I told her I would see her on Saturday, and we said goodbye.

Over the next few days, my mind wandered about what she had said, and it excited me. My imagination was running wild about it.

Saturday morning came, and as I packed my bag, James told me that since I was about to have fun without him, I would owe him a favor again. I knew the price the last time I owed him one was difficult, but once again, I agreed. He laughed and told me to have fun and be careful. I told him I would call him when I got there so he would know I made it safely.

I had no idea how to get to Bill's house, so I punched his address into the navigation system and took off. I made it to their house around one in the afternoon. Lisa ran out, and we hugged, so happy to see each other. Bill came out and introduced himself and shook my hand before he grabbed my bags and showed me to the bedroom I would be in. Lisa whispered to me that he had no idea what was about to happen.

We spent the rest of the day talking and enjoying each other's company. As the day went on, Bill asked us if we wanted to go out and do something, and Lisa told him no, that we wanted to stay in and enjoy talking. Bill asked us several questions, like how long we had known each other, where and how we met, and other questions along those lines. I could tell he was truly interested in Lisa's past. As evening came, Lisa told us that she was going to take her shower and get ready for bed. I chimed in that I should as well. Bill was an excellent host as he showed me where the towels were in the guest bathroom and asked if I needed anything.

We finished our showers, and Bill told us that he needed to take a shower as well, and then we could all visit more. As he showered, I asked Lisa if he would be open to this, and she assured me that it was something that he had fantasized about. She told me that she never told him of our threesomes, so he had no clue what we were about to do. I asked her how things would start, and as usual, we had no idea and agreed to play it as it goes. We remembered how we did it with James and thought maybe we should go that direction.

We sat on the couch waiting for Bill to finish and come to the den. As he walked into the den, Lisa stood up and said she was going to get us a beer. Bill sat down and was being ever so nice to me, asking more questions and keeping a conversation going. Lisa returned and passed out the beer before she came to the couch and sat down beside me.

About halfway through my beer, I leaned over to set it on the coffee table and looked at Bill to be sure he was looking at us. Lisa leaned over to me and told me that she missed seeing me so much, and then kissed me while at the same time, pushing my top open, exposing my tits for Bill to see. I reached over and was fondling her breasts to get them exposed as well.

Our kiss was long and deep as she began to position herself over me. I glanced over to see Bill sitting up in his chair, watching everything. Once our kiss broke, I looked at Bill and asked him if he would like to join us. He was more than happy to oblige as he moved to the couch and began to squeeze my tits.

Lisa stated that the couch was uncomfortable and that we should take it to the bedroom. Bill helped me stand, and while doing so, he had my top off and on the floor. I looked down at his crotch and could see a huge bulge running down his leg. I saw what Lisa was talking about when she told me he was huge.

We made it to the bed, and Lisa put me on my back. Bill watched as Lisa spread my legs and began to lick my soaking wet pussy. I looked at Bill standing and watching as he rubbed his dick. When Lisa told me he was long and thick, I had no idea he was that big.

I began to moan softly, telling Lisa how good she was eating me. I held her head while looking at Bill, watching her. I reached out to him to come closer, and as he did, I took his dick and pulled it toward my mouth. He already had pre cum starting to flow as I struggled to get him in my mouth. I must have had four inches of his dick in my mouth, and he still had his hand around the rest of it, stroking and pushing his pre cum out.

Lisa shifted around on top of me in the sixty-nine position above me. Bill moved around behind her as I began to lick her juices from her pussy. I could see the head of his dick as it began to spread her open as he slowly entered her. He got what looked to be a little more than half in her when she raised her head and groaned loudly. I knew he was stretching her as he entered, and I was thinking I wanted him to stretch me like that.

As he began to fuck her slowly, she went back down on me, licking every inch as she inserted two fingers in me. After a few seconds of him fucking her, he pulled out of her and moved his dick to my mouth once again. As I sucked him, I could taste his pre cum mixed with Lisa's juices. He continued to push in her briefly and pull out for me to suck for a few minutes.

As my body began to quiver, I knew Lisa was about to make me cum. I tensed up, raising my hips in the air to give Lisa full access to my pussy. She knew I was about to cum, so she grabbed my legs to hold them open while she licked every part of my pussy. My moans got louder and longer as she buried her head between my legs.

“Okay, stop, please stop!” I cried out.

 I had taken all that I could from her. I didn’t remember how good she was at this until then.

She crawled off of me and fell on her back, spreading her legs to give me access. As I moved toward her, I heard her tell Bill to fuck me good, but not to finish until I finished her. She knew I liked to be fucked good while going down on women, and she was going to see that I was going to be satisfied.

As I began to lick her, Bill raised me to my knees and spread my legs apart. As he entered me, I felt him stretch me. He pushed in me for what felt like a foot as I groaned. He was being easy as he entered me so as not to hurt me, and I could tell that he had a lot more to get in me.

He began to fuck me with a slow rhythm as I pleased Lisa. As soon as I heard her first moan, I sucked her clit into my mouth and ran my tongue all over it. My actions were bringing quick jerks from her body. I switched from her clit to her pussy, pushing my tongue as deep in her as I could.

I heard Lisa moan out the word more, and it wasn't a second before I realized she was talking to Bill and not me. After he pulled back, he pushed in me deeper than he had been, causing me to raise my head and gasp. Lisa grabbed my head and pulled me back down between her legs and held me there, telling me to lick her good.

The more I sucked and licked her clit, the stronger her body jerked and gyrated. I had difficulty focusing on her as Bill was picking up his pace. Lisa and I locked eyes when I heard her say more again.

Bill shoved his dick further in me, and I could feel him stretching me while he went deeper in me. Once again, I raised my head and let out a long, deep groan from the deeper penetration. It felt like he was in my stomach. He was hitting something that made me shiver and jerk a little. It was like a little pain, but it felt so good.

Once I recovered from the last push, I went back to working Lisa's clit, making her jerk and groan a little louder. I knew I had her about to climax when she began to thrust her pussy at me. She could barely get the words out when I heard her tell Bill to fuck me hard.

I knew he was about to push himself all the way in me, and my body tensed up in preparation for what I thought was about to happen. Lisa once again pulled my head between her legs as she rolled side to side, as her orgasm took over her body.

At the same time, Bill pushed in me deeper than he ever had, causing me to scream out. He was deep and stretching me as he began to fuck me a little harder. At this point, Lisa began to relax, and I was getting louder with my groans.

She knew I was about to orgasm, telling Bill to fuck me harder. He was so big and had me stretched so tight, I could feel every vein and ridge on his dick. I felt him swelling inside me as his dick began to pulse. I screamed out for him to ease up, but he just kept plunging in and out of me.

Lisa had sat up and was holding me as I felt Bill tense and moan. I could feel every pulse of his dick as he shot what felt like gallons of his cum in me. I was still having my orgasm as he slid out of me, and I fell over on my back on the bed.

Lisa moved next to me and pushed her fingers in me while she whispered a soft moan. She pulled her cum covered fingers out and put them in her mouth. She repeated her actions a few times before she moved up and kissed me. As we kissed, she pushed her tongue in my mouth and pushed Bill's cum in for me to taste.

I heard Bill tell Lisa how awesome this was and asked what brought this on. I told him that a while back, I had asked Lisa to help me fulfill my husband's threesome fantasy, and she did. So when she told me she wanted to do that for you, here I am. He began to ask us some questions, and I could see he was getting a little excited as we told him of our past fun.

After a short time, I told them I was going to bed and left them to go to the guest bedroom. I heard them mumbling to each other as they were going to bed, too. It was a few minutes before I saw the hall light come on and Lisa came into the bedroom. She wanted to tell me that Bill told her how awesome it was with us and how he had no idea something like this would ever happen to him. We giggled about it as she added that he wanted to fuck me again. Before I could respond, she stood up and left, and Bill walked in.

I was a little sore, but I wanted to fuck him too. As he stood next to the bed, I took him in my mouth and began to suck him the best I could. After a few minutes, he pulled back and moved me back on the bed while spreading my legs. He went down on me for a few minutes before I told him to fuck me. I wanted him to fuck me. I wanted to feel how deep he could go in me again. He slid me to the edge of the bed and lifted my legs as he spread them apart. I felt the stretch as the head of his dick entered me. He went in me slowly, and I could feel the tightness as he did. I gasped as he pushed himself entirely in me. There was no working up to his length. It was a shock to feel him go so deep on his first thrust, and my body stiffened as it took my breath. Once he was in, he began to fuck me harder, driving each thrust as deep as he could get while telling me that I could take it. Hearing him tell me that turned me on to the point that I told him to fuck me harder. I

t only took a few thrusts of him hitting something in me that deep that I began to climax. I tried to relax, but he was so big, I couldn't.

He kept shoving his dick in me repeatedly while telling me to take him. I was coming so hard that my body was stiff as I told him to slow down. He was so deep inside me that my body was shaking. I was coming so hard that the sounds coming from me were grunts and moans.

I could feel him as his thrusts became awkward and he began to grunt and groan, but he was not stopping his thrusts. He made what I believe to be three or four more thrusts before he went deep and held it. I could feel his dick throbbing as he once again pumped me full of his cum. I was relieved when he pulled out of me. I needed to catch my breath.

As he pulled out, my body began to relax.

The next morning, Lisa crawled into bed with me and we talked about everything under the sun. It had been a while since we had seen each other and had some catching up to do.

After a while, it was time for me to go. I packed my bag and loaded it in the truck as Lisa and Bill walked me out. Bill told me how nice it was to meet me and thanked me for the wonderful surprise we gave him. I told him we would do it again.