Pam had called Holly and invited them to dinner out with us on Saturday night.

"What do you think?" Pam asked.

"I think we should rent a hotel room... with two beds," I replied with a grin.

"Great idea," Pam giggled, "we can push the beds together later."

"You can always read my mind," I said to her.

***

Holly and Chris have been our friends for a long time. We were going to celebrate their twenty-sixth anniversary and decided it was time to share our new relationship with them. Over the past two years Chris has confided in me about the lack of sex and interest in their marriage. Holly had also been discussing the same issue with Pam and had asked how we kept our marriage so exciting.

Pam was not shy and told her how we recaptured our sexual excitement for each other and had included a few other people in our sex life. Although surprised, Holly was also very interested and talked with Pam about it often. Pam told me of Holly’s interest so I talked with Chris as well and told him to discuss it with Holly if they had any interest.

Pam and I decided to offer the opportunity to see if they really wanted to try. Pam had told me numerous times that Holly has a huge crush on me, and I know Chris has always been hot for Pam. There has long been sexual tension between the four of us, so we figured they would be open to, and ready for, some fun with us beyond flirting.

***

I made a reservation for the four of us at the steakhouse located on the main floor of the best hotel in town.

Pam convinced Holly to make arrangements for the kids for the weekend even though they are old enough to be on their own. It would be best since, unknown to Holly and Chris, they were not going to be going home Saturday night. The oldest was off with her friends for the weekend with the other three going to Holly's parents.

We met at the restaurant for seven o'clock. Pam was dressed to kill, wearing a white curve-hugging dress and white stilleto heels. I wore my tailored suit, which Pam insisted looked fabulous on me and a tie she picked out. Holly was wearing a knee-length red dress that fit her perfectly, accentuating her curves, and showing ample cleavage. She looked stunning. Chris wore a black suit that fit him well but was a little loose due to his recent weight loss.

I had arranged for a quiet corner table, where we enjoyed an excellent meal and kept ordering more wine and drinks as the evening went on. Pam and I sat next to each other for dinner, flirting with and complimenting our guests, until she and Holly went to freshen up. When they came back I asked Holly to sit with me.

She smiled and took the seat next to me. Pam slid next to Chris, telling him how trim he looked now, and ran her hand over his chest. He actually blushed. As we chatted I made sure as much of my body was touching Holly's as possible, removing my shoe and rubbing my foot behind and over hers, and placing my hand on her leg.

Pam is devastating when she flirts, and Chris was reddened and sweating as she worked her charms on him. Holly forgot about Chris when I slid my hand up her thigh and ran my fingers over her satin-covered pussy. I whispered in her ear gently.

"You are so beautiful, Holly... you are so sexually appealing... so desirable."

She blushed as I whispered in her ear, not looking at me, and squirmed slightly as my finger slid under the leg of her silky panties. I ran my finger along her slit, which was dripping wet, as I continued to whisper.

"You have no idea how hard you make me, Holly... how horny I get just looking at you... how badly I want you."

She suddenly shuddered and I felt her pussy wetten my finger. She had just climaxed at the table. I gently brushed her pussy with my fingers as she recovered. She looked at Chris, who was in another world with Pam fawning over him and turned her face to mine.

"Thank you," she whispered.

"That is only a sample of what the evening holds," I whispered back, "if you and Chris are interested in joining us upstairs."

"Upstairs?" she asked.

"Yes," I replied as my finger slid inside of her, "we have a room waiting for the four of us."

She shuddered again and clamped her thighs tightly together as she experienced another orgasm. My hand was soaking wet.

I caught Pam's attention and motioned upstairs. She whispered in Chris's ear and he looked at me with a suprised look on his face.

"Do you want to join us upstairs?" I asked him.

"Uh...Holly?" he replied as he looked at her.

"Yes," she answered as her hand slid up my leg and rubbed against my semi-hard cock.

"Well... I guess we can come up," he replied.

Pam smiled and I saw him flinch as she rubbed her hand over his crotch.

We paid the bill and headed for the elevators with Pam and Holly in front of us. I motioned to Pam's swaying ass as Chris's eyes were locked on it.

"Doesn't she have a fantastic ass?" I whispered to him.

"Uh... yes," he replied, "it looks so... firm."

"It is... you'll see," I said with a smile.

When we entered the elevator Pam and I stood together with Chris beside her and Holly next to me. I put my arm around Holly and pulled her to me, sliding my hand down and onto her ass. Pam pulled Chris closer and put his hand on her ass. He was sweating and had a bulge in his pants as he felt the firm flesh under her dress.

I slid my other arm up from Pam's waist and snuck my hand between her and Chris, cupping her breast, and gave her a long, deep kiss as they watched. My other hand squeezed Holly's ass cheek and I pulled her tight into me. I felt her legs go on either side of my hip as I pulled her pussy into my hip. I felt her slowly grind into my leg as she felt the contact of my body on hers.

I let go of Pam's breast and slid my hand down her side, making sure Chris felt it, and moved his hand over her ass. My fingers touched his as I slid them into the crack of her ass and down in between. Chris moved his hand away and I put it right back. I turned to Holly and leaned down and kissed her as I rubbed my hip between her legs.

Pam put her hand on Chris's chin and pulled his face to hers, placing her lips over his and pushing her tongue in his mouth, just as the elevator doors opened. I let Pam go and kept my hand on Holly's ass as we walked to the room. I opened the door and ushered them in, letting Pam and Holly go first, and whispered in Chris's ear.

"Pam is hot for you tonight...do you want to be with her?" 

He looked at me with a half-smile.

"Are you serious?"

"Yes... I would love to be with Holly... I thought you might like to be with Pam."

"Hell yes," he replied as he looked at the two women waiting in the room for us. I ushered him in and closed the door.

Pam and I had the room ready. We had soft music in the background and Pam had brought numerous candles and two bottles of wine. Pam lit the candles as I poured us each a glass of wine and turned the room lights off. I raised my glass in a toast.

"To two beautiful women and our loving friendship."

The glasses clinked gently and Chris and Holly both downed the whole glass. I quickly refilled them and took Pam by the waist. We slowly danced to the music as the candles flickered. I prodded Chris and he scooped Holly into his arms as well. We slowly swayed together as couples, Pam and I kissing and groping each other, as Holly and Chris swayed and watched us.

Holly began running her hands over Chris's back and ass, leaning her head into his chest, pushing her belly into his erection. Chris responded by leaning down and kissing her. They started to make out, giving into the lusty sexual tension in the room, as I began to remove my suit. Pam and I kept our mouths together, kissing with our tongues, and my suit jacket came off. I removed my tie, shirt and shoes next. I used my feet to remove my socks, stepping on them and pulling them off.

Holly ran her hands up Chris's shoulder and pushed his jacket off, then began to undo the buttons on his shirt. He helped her remove his shirt and then pulled off his shoes and socks, following my lead. Pam ran her hands over my chest, stomach and back as we swayed together to the music, grinding her lower body into mine, as Holly watched. Chris stood watching as Pam reached over and took Holly by the hand, pulling her over to us, and placed Holly's hand on my chest. 

Pam kept her hand on Holly's, guiding it over my chest and stomach as I slowly wrapped my arms around Holly's waist. I pulled her into me as Pam slid away and removed her hand from Holly's. Pam stepped over to Chris and began by putting her arms over his shoulders and swaying to the music.

Holly looked at me as I pulled her into my arms and I started running my hands over her body. Her hazel eyes twinkled as I stared into them.

"You are so beautiful, Holly," I whispered in her ear, "you have no idea how many men desire you."

"I'm no Pam," she quietly said as she lowered her head.

I lifted her chin with my fingers and gave her a gentle kiss.

"Pam is no Holly, either," I said as I pushed my nose into her neck.

I inhaled her fragrance and began kissing her neck, caressing it with little kisses and whipered into her ear.

"You are a very desirable, sexually appealing woman Holly... and I find you incredibly sexy... so fucking hot."

"I'm not exactly slim and trim... like Pam is... and I have had four children, too," she muttered in a hushed voice.

I ran my hands along her sides and up over her big, heavy breasts. I kept whispering to her in a gentle tone.

"You are very sexy, Holly... I love your curves... your body... you."

She swallowed hard and looked over at Chris. Pam was kissing him, grinding her body into his, as his hands roamed her body.

"You know we love you, Holly... and that we love Chris?"

"Yes," she answered meekly as she watched Pam reaching down to undo Chris's belt.

"Do you find me attractive?" I asked.

"Oh god yes," she quickly replied as her eyes locked onto mine.

"Would you like to make love with me?" I questioned.

"Oh god yes," she replied again.

I reached down and undid my belt and pants and slid them down to the floor. I stepped out of them and kicked them aside just as Chris scrambled to pull his off. I tapped Chris on the shoulder.

"Are you sure you are both good with this?" I asked him.

He looked at Holly, who nodded yes, and then at me.

"Yes, we both are."

"Yes, we are,” added Holly.

”You know we love you both, right?” I asked.

”Yes,” they both answered.

”We hoped you would want to share our love, ”  Pam added.

”We do,” said Chris as Holly nodded in agreement.

I pulled my boxers off and my erect cock bobbed into sight as Chris dropped his boxers.

”You are really big!” Holly blurted out.

 "This is very nice,” Pam added as she grabbed Chris’s cock and stroked it.

I grabbed Holly’s hand and put it on my cock before pulling her close to me. I moaned as her hand stroked my throbbing shaft. I reached around and pulled down the zipper on Holly’s dress. Pam turned her back to Chris and told him to unzip her, then slowly lowered her dress to the floor. I slid the dress off of Holly and stepped back.

Chris and I stood awestruck at the sight in front of us. Pam was wearing a white lace bra and thong while Holly was wearing red silk bra and panties.. They both looked spectacular. Chris looked at Holly.

”Wow... you look fucking hot,” he said.

Holly beamed with pride at being complimented by her husband with Pam standing in front of him.

”You are so beautiful Holly,” Pam added.

Before she could speak I pulled her to me and gave her a deep kiss. I reached around and undid her bra, dropping it to the floor. I grabbed her big, heavy breasts and began to knead them as I continued to kiss her. She moaned as my tongue pushed into her mouth and she grabbed my cock with both hands. She stroked it’s full length and moaned into my mouth.

”God, you have a great cock.”

”I hope you enjoy it,” I responded.

I turned her around to the bed and put my thumbs on her panties, pulling them down, and pushed her onto the bed. I pulled her legs apart to put my face between them. I looked over to watch Pam as she slid her thong off and stood in front of Chris, who was sitting on the edge of the bed, as she lifted one leg up and put her foot on his lap. He was awestruck by the beautiful pussy in front of him.

I looked at the beautiful sight in front of me. Holly’s pussy was neatly trimmed with fuzz along both of her thick, reddish, puffy lips. The hair continued up into a nice little bush. I looked up at Holly.

"You have a beautiful pussy,” I told her.

I put my face down and inhaled her womanly fragrance. It lit my brain with lust and I had to taste her. I licked her slit, her lips and kissed her clit. I ran my tongue over her juicy slit, sucked on her clit and pushed my tongue in her. She groaned loudly as my hands travelled up and grabbed her big breasts, squeezing them, as my tongue worked her pussy. 

She rolled her hips and pushed herself into my mouth, moaning, and I felt her hands on the back of my head. Her legs pressed against my head as she suddenly groaned and orgasmed. I was locked in place as she shook and I continued to lick her as her climax subsided. I knew she would have another if I kept it up. 

She did. This time she pulled on my hair and became very vocal.

"Oh my god... oh my god... oh my fucking god,” she moaned loudly as her whole body shook with her orgasm.

I heard Chris groan loudly from the other bed.

Holly went limp. I climbed up and kissed her. I looked over to see Chris on his back, head back and eyes closed, as Pam deep-throated his cock.

"Fuck, she looks hot with a cock in her mouth, ” I thought to myself.

I moved to the side so I could watch as Pam sucked on Chris. I ran my cock over Holly’s lips and felt her tongue on my cock. She lifted her head up and tried to take me into her mouth. I pulled her up onto one elbow and put my hand on her head. I pushed my cock into her open mouth and slowly fucked her mouth as I watched Pam and Chris. Pam pulled away and I heard her telling him to wait. She had her fingers squeezing around the base of his cock, trying to stop him from cumming. She succeeded.

I looked down at Holly as she took more and more of my thick shaft past her lips.

"Look at me,” I said.

Her sparkling hazel eyes looked at me in adoration as my cock slid in and out of her mouth. She was having an easier time of it now. I pulled my cock away, leaned over, and kissed her.

"I want you to ride me,” I told her.

With a big smile she moved over as I lay down on the bed. She quickly straddled me and grabbed my cock with her hand. She looked over to see Chris mounting Pam, his hard cock pushing into her pussy, just as she felt the tip of my cock enter her pussy. She looked at me and tried to slide herself down. With a surprised look on her face she lifted up and tried again

She was too tight to take my thick, swollen cock in one try.

She rode up and down, groaning, as my entire cock finally filled her silky channel. Her eyes rolled back in her head and she trembled as she climaxed suddenly. Chris looked over and watched as she groaned loudly. She leaned her head onto my chest and tried to catch her breath. I didn’t let her as I started thrusting my cock into her. She continued moaning as I pounded into her, her hips shaking with each thrust. She pushed herself up and started rocking her hips, fucking my cock, and I felt her pussy clench tight again in climax. I reached up grabbed her big bouncing breasts. Fuck they were nice.

"My...  god!” she moaned as she came again.

Chris groaned and I watched as his cock slipped out and sprayed streams of cum on Pam’s stomach. The first one landed between her breasts and the rest splattered her stomach. His hand pumped his cock hard as he tried to milk all of his cum out. 

"Fuck... that’s so fucking hot," I said to myself. Watching Pam with another guy always made me excited.

Pam looked over and smiled as Holly collapsed on top of me. She was out of breath and my cock popped out of her soaking wet pussy. Chris slumped back on his knees, spent as well. Pam told him to go and cuddle with Holly so I could fuck her while he and Holly watched.

I rolled Holly onto her side and got up so Chris could take my place. I told him to lay behind her and spoon so they could watch Pam and I. He did, and I heard him say “I love you” to Holly as he wrapped his arm around her. Holly had a very contented look on her face.

I climbed on the bed and Pam sat up to kiss me. I lifted my cock to her face and she greedily took the pulsing head into her mouth. She sucked me slowly, swallowing most of it each time, as my fingers found her waiting pussy. I played with her, making her jump and flinch in pleasure. I buzzed my finger over her clit and she suddenly pulled her mouth away, fell back on the bed, and groaned loudly. Her orgasm was huge, she had been waiting for it, and she quivered for almost half a minute.

She reached up and grabbed my head, pulling my face to hers, and kissed me deeply.

"God, I love you,” she purred.

I slipped between her legs and rubbed my aching cock along her wet lips. I looked at the load of cum Chris had left on her stomach and between her breasts. My mind screamed at me "That's so fucking hot!" 

I needed to fuck her. I rammed myself into her and fucked her hard and fast. My climax was quick.

"Oh yeah, baby,” Pam urged, “fuck me baby... cum all over me... cover me baby.”

I pulled out as my cock erupted, huge streams of pearly juice spraying over Pam’s beautiful body. I groaned loudly as spurt after spurt pumped out, emptying my swollen balls, and covered Pam’s breasts and stomach with another load of cum.

 I laid on top of her, feeling the cum on my stomach, and we kissed.

"Wow, what a huge load!” Holly blurted out.

"Holy shit,” Chris added.

We looked over at them and laughed as they began laughing.

"The next one is yours, Holly,” I said as I blew her a kiss.

"Another one?” she asked with raised eyebrows.

 I looked at Pam.

"You want to cuddle with Chris?”

Pam smiled and replied, ”In a few minutes.” She got up and went to the bathroom with Holly.

I told Chris to eat Pam’s pussy until he was ready to go again.

"I don’t know if I can...I haven't cum twice since I was thirty,” he said quietly.

"You can,” I said, “focus on Pam first and then watch me fuck your wife.”

"It was so fucking hot watching her ride you,” he confided.

"Watching you cum on Pam almost set me off,” I added.

The women returned and Pam climbed into bed with Chris. She started kissing him and I saw his cock twitch as his hands filled with her big breasts.

Holly meekly climbed on the bed with me. She kept covering her stomach with her arms. It had a very slight amount of flabby skin and a few stretch marks. She was very self-conscious about herself. I reached for her and pulled her to me. We started kissing and I rolled her onto her back. I ran my hand over her large, heavy breasts and massaged them. I moved down and sucked her big, thick nipples and ran my hand over her stomach. She tried to take my hand away.

"I want to feel and see all of your beautiful body,” I told her.

"But that part is... ugly,” she said quietly.

"Not to me... and not to Chris,” I assured her.

I sucked, licked and kissed her breasts as my hand travelled her lower body. I slowly worked my way down her stomach, kissing and licking her light stretch marks, as I massaged her puffy nipples with my fingers. I told her how beautiful they were as a sexy reminder that she was a mother and a mature woman. They were part of her and just added to her appeal. I looked over as I heard Pam moaning with Chris’s face between her legs.

I slid my hand down to Holly’s pussy. She was wet and I slipped two fingers into her. I climbed up and put my cock in her face while my fingers worked her juicy pussy. She licked my cock and brought her hands over my throbbing shaft. She pumped me with both hands as she sucked me, slowly taking me in and out of her mouth, as my fingers brought her to orgasm.

"My god... how do you do that?” she moaned after her climax subsided.

"I love to please a woman,” I said loudly.

Chris looked over at me as he caught the message. He was kneeling as I was, Pam sucking him slowly, getting him fully hard.

"I’m going to fuck you, Holly,” I teased, “while Chris watches.”

"Oooh,” she giggled and looked over at Chris.

She watched as Pam sucked him, his hand squeezing her breasts, and blew him a kiss.

I pushed her legs apart, grabbed her ankles, and lifted her legs high and wide. I pushed my thick, swollen head into her entrance and teased her with it by keeping it there.

"Do you want me to fuck you, Holly?” I teased.

"Yes... fuck me... fuck me hard,” she moaned loudly.

I pushed into her, taking four thrusts to bury my eight inches, and pumped slowly.

"Your cock is so fucking big,” she groaned.

"No... you are fucking tight,” I responded, knowing that she wanted to hear that.

I started to fuck her hard, slamming into her, her big breasts jiggling. I could see Chris watching as Pam slowly stroked his cock. I sped up, pushed her legs together tight, and put them straight up in the air.

"Oh god... oh god... fuck me... fuck me...“ Holly moaned over and over.

"Your pussy is so fucking tight... feels so fucking good,” I moaned.

I pulled out and dropped her legs. I pushed my cock in again, right to the hilt, and put my left leg over hers. I looked to make sure that Chris was watching. He was mesmerized by the sight of his wife getting fucked. I pulled her other leg under mine so that I was straddling both of her legs with my cock in her pussy.

"Are you ready?” I teased.

"I am ready for anything you want to do to me,” Holly groaned.

 I very slowly moved my hips.

"You feel massive!” Holly blurted out.

I pumped my hips quickly and the massive orgasm hit her. Her eyes rolled back in her head, her back arched upwards and her whole body shook. I pumped again and she groaned loudly. She shook as her stomach clenched and her shoulders lifted off of the bed as the waves of orgasm hit her.

"Holy shit,” I heard Chris say.

"Oh yes, ride that wave Holly,” Pam urged, knowing what had just happened.

Each time Holly started to recover I pumped again, starting it all over again. After the third time I relented. I pulled my cock out and waited for her to recover.

"What... was that?”  she moaned as she rolled on her side.

"He hit your spot,” Pam giggled, “you like that?”

"Fuck yes,” Holly groaned.

I rolled Holly over on her stomach, lifted her hips up, and pushed my cock into her dripping hot pussy.

"Oh... fuck... oh... fuck,” Holly grunted as I started to fuck her again. I grabbed her firm ass cheeks and kneaded them as I fucked her from behind. I looked over at Chris and motioned him over. He looked at me quizzically.

"Fuck her mouth while I fuck her,” I said.

He jumped up on the bed, pulled her head up, and shoved his cock in her mouth. Pam came over and kissed me while I fucked Holly. Holly moaned and groaned as two cocks pumped into her.

Chris groaned and came in Holly’s face, spilling his load all over it, and stuck his cock back in her mouth. It made Holly cum again and she groaned with Chris’s cock in her mouth. She pushed back into me hard, suddenly went limp, and collapsed on the bed.

I pulled my cock out and pushed Pam’s mouth onto it. Chris watched as she took my whole cock down her throat. I pulled out and told her to get on the other bed. She got on her hands and knees and stuck her perfect ass in the air. I plunged my cock into her and fucked her hard. 

"Oh yes baby... fuck me good... make me cum,” she moaned.

I pounded my thick cock into her and then suddenly stopped with just tip inside of her. I reached my hand under and rubbed her clit as I waited a moment and drove it in again. She grunted loudly. I pulled back, held the tip at her entrance as I rubbed her clit, and thrust again. Pam cried out as her climax hit.

"Fuck... fuck... fuck...” she grunted. Her back arched upwards and her head shook side to side as the orgasm passed through her.

She fell forward onto the bed, my cock popping out, and moaned. I needed to cum.

I returned to Holly, still laying on her stomach, and rolled her over onto her back. I spread her legs apart as she moaned. 

"Watch me fuck her,” I told Chris.

I hooked my arms under her knees, lifted her legs slightly, and pushed into her glistening wet pussy. I fucked her with abandon, reaching up and squeezing her big bouncing breasts, and got ready to empty my balls.

"Here it comes... just for you Holly,” I groaned as I pulled out.

I jerked my exploding cock as another big load pumped out. The streams of hot, creamy cum covered her chin, her breasts and lower stomach as I groaned loudly. I kept pumping my shaft until there was nothing left to come out. I slid back down and buried my aching cock in Holly as my huge orgasm waned, her hot silky wetness enveloping me, and enjoyed the feel of her.

Now spent and relaxed I pulled out and looked up at Chris. His cock was hard from watching Holly get fucked and from the sight of my cum streaming all over her.

"Now you fuck her,” I urged.

I moved over to Pam, who was still laying motionless, and watched as Chris fucked his wife. He fucked her like a madman, both of them moaning in unison, until he pulled out and came on her stomach. He put his cock back in her pussy and I watched as they held hands until his now flaccid cock slipped out. He lay down with her and they fell asleep.

I pulled the covers over Pam and I, cuddled up to her, and went to sleep.

I awoke to the sound of fucking and watched as Chris and Holly enjoyed a slow, loving couple's fuck. They kissed, her legs wrapped around his waist, as he slowly made love with her.

Pam reached over and stroked my cock.

"Let’s go shower,” she said.

We enjoyed each other in the shower and dried each other off. Pam kissed me gently.

"You gave Holly the fuck of her lifetime,” she giggled.

"I think Chris will remember how sexy she is now,” I said, “he was cranked up watching her.”

"Maybe next time I get two cocks at once,” she purred as she ran her hand over my chest.

"I’m good with that,” I replied, "and I'm sure Chris will be."