Hotel Fun with Friends

"You like having an audience?" Asked Audrey, looking up at Tim.

Tim smiled at her and said "Pretty hot, yeah."

Audrey began unbuttoning her pajama top starting with the bottom. She skipped the one button that was dead center of her cleavage. When she was through she looked back up at him. "Think you could help me with this last one, Sarah?"

"Oh of course." Sarah said with a slight teasing tone in her voice. She shuffled over to the side of the bed, still on her knees and reached out to the remaining button on Audrey's top. She looked up at her boyfriend while she undid it allowing Audrey's chest to be set free. She could see the lust in his eyes as he took in Audrey's bare torso and milky white and ripe tits. Sarah started kissing Audrey's stomach not breaking her gaze from Tim. Tim started stroking himself as he watched his girlfriend explore this married woman's upper body with her lips and tongue, the trail of saliva catching the reflection from the single light source of the room as she made her way to her mountainous mammaries. Audrey brought her hand up to Sarah's head, running her hair through her fingers as she started to suck on the bottom of her right breast. The jiggle it created was driving both men crazy, a sight the both of them had only ever dreamed of.

"Fuck that's so hot." John said with his head rested on Audrey's shoulder. Sarah looked at Tim. "Are you enjoying watching this, honey?"

"I am. Can you tell?" Tim responded. He took a step toward the two girls and stroked himself down to his base, drawing the skin of his cock tight. He held his hand there as his cock, now rigid as ever, throbbed with every beat of his heart as it cantilevered out over the playful erotic scene below. Audrey could feel her husband squirming behind her, getting his free hand down to his own cock. He pressed it against her buttocks and pinned himself against her, making sure she could feel his own pulse.

Sarah grabbed onto Tim, still sucking and licking Audrey's breast.

"Need some help?" Audrey asked.

"Mm, please." Said Sarah. Audrey freed her hand from the back of Sarah's head and touched Tim's bare cock for the first time. She was surprised at how warm it was. She stroked it slowly while Tim continued to hold it straight out for her at the base.

"I can't believe how hard this thing is." Audrey said. Sarah unlatched again from Audrey's tit, letting it jiggle back to rest against her other boob. Now both she and Audrey were stroking Tim who stood there dumbfounded at the two beautiful women who were fixated on his big penis.

"Can I suck you again yet?" Sarah asked. Tim directed his shaft over to her mouth. She once again bobbed her head on the first 1/3 of his cock while Audrey gripped and stroked the remainder in unison with her sucking. Audrey leaned back to John and said "I need you back inside me please." and without hesitation he found her wet pussy and slid himself in.

"I'm definitely not going to last long watching this." John said. Audrey looked back at him again, smiled and kissed him, her hand not leaving Tims cock. "Is it ok if I suck him too?" Audrey intimately asked John.

"Yeah, I bet he'd like that a lot. Go ahead." John answered.

Sarah pulled Tim's slick wet rod out of her mouth and aimed it at Audrey's face. She opened her mouth and let him rest the hulking head of his cock on her tongue. She stared at him for a few seconds sharing an intimate moment as she felt the full weight of his cock for the first time with her mouth. She closed her lips around the head and swirled her tongue as best as she could around it. She could feel every beat of Tim's heart as the skin of his cock head expanded softly against the roof of her mouth. John began to fuck her from the other end, in turn forcing his wife to take more of Tim in her mouth.

"Mmm this is incredibly hot. I've never seen his cock being sucked by someone else before." Sarah said as she watched on.

Tim didn't even have to move. John was fucking his wife on to his dick for him. He brushed Audrey's hair to the side of her face admiring her valiant effort to take as much of him as possible. Audrey was dripping wet with this new sensation, being filled with cock from both ends. She could feel her orgasm mounting with each passing second.

"I don't think she needs to worry about not cumming this time." Said Sarah. Without missing a beat she lifted Audrey's leg, taking in the view of John fully disappearing into his wife's swollen, soaked pussy at a rate of one pump per second. His full and heavy balls slapped against the wet mess with each thrust. Sarah started to kiss and lick Audrey's abdomen, moving closer and closer to her mound below. Once she made it, she started licking at Audrey's clit side to side and up and down. Audrey's eye balls shot straight back, the huge cock in her mouth muffling her moan of sheer ecstasy. She was on the precipice of a huge orgasm.

She had to pull off of Tim to take a breath. She leaned back once more to John and said "I want to ride you. I always cum hardest when I riding your cock."

John pulled out and Tim and Sarah took a step back allowing John to move down onto the floor. He found a reasonable location giving all other participants room to move around and lay down on his back. Audrey kneeled down beside him and swung a leg over. She grabbed onto her husband's dick and slowly lowered herself down, impaling herself once again.

"I hope you have a lot saved up for me, baby. I want you to fill me up." Audrey said into John's ear. She brought herself upright, swinging her hair out of her face while finding her balance. She was now free to set the pace of her orgasm and began fucking her husband, gripping his cock with her fertile pussy each time he bottomed out inside of her. Audrey looked back up to see Tim waiting for his chance to get back in the action, and motioned for him to step forward. As he did, she grabbed his cock and looked down at John and said "Knock me up while I suck this cock, honey. Don't stop, just fill me up." And practically threw her mouth back on to Tim's engorged member. John watched from below as his wife used both hands and her mouth to pleasure Tim while she rode John. A few intensely erotic minutes of this threesome passed with neither men surprisingly giving in to cumming. Audrey eventually needed to check her balance and grabbed on to Tim's thighs. She could feel his leg muscles tensing as he gently thrust into her mouth. Sarah came up behind her boyfriend and reached around, grabbing on to his dick stroking it opposite his thrusting motion. The moans from all intensified.

Audrey was the first to reach orgasm. She stopped moving to feel both of the cocks throbbing inside of her and it was too much for her to handle. Her pussy quivered and squeezed John's cock, begging for the sweet cum building up inside of it. Both men stopped their thrusting and watched as Audrey's legs shook from her quaking orgasm. Her single long moan filled the dark room around them.

"I've held back for so long, I have to cum too." Tim announced. Audrey leaned back, relieving him from her mouth while both Tim and Sarah stepped forward further over John. Sarah began to vigorously stroke and pump Tim's cock.

John had his own huge load of cum that he could feel already at the tip of his cock. He could feel drips of warm sweat and spit on his chest falling from Tim's cock as Sarah jacked him off.

Tim arched his back and Sarah let go. His cock began to buck and bounce as stream after stream of silvery hot cum shot out onto Audreys chest, plastering her in his seed.

John could not hold back any longer either. He grabbed onto his wife's thighs and pulled himself as deep as he could go. Audrey realized what was happening and wiggled her bottom around on him, egging him on. Tim's cum had streamed down her abdomen and pooled between them. John moved his hands to Audrey's waist and finally allowed his cock to twitch inside of her. The two locked eyes as he pumped her full of his hot semen. As she lifted herself off of him she could feel the excess cum mixing with her own as it dripped out of her and onto her husband.

Still eye level with Tim's deflating cock, she rested her back against the bed and said. "Why don't you stand up so I can lick you both clean."