Arlene's Long Spermfest Weekend Ch. 02

I would take one at a time in my mouth, then both of them, although I had to stretch my mouth wide to do so. I moved my lips around them, sucked them, tongued them. They were salty and tightly packed in their sack, all firmly wrinkled.

Lenny was moving his legs about, clearly enjoying the attention despite himself. I felt my own cock stirring again too. This was more exciting than I had bargained on. My own knees were spread so my balls were hanging, but I felt them start to tighten and rise up in their sack.

Then I felt a pair of hands on them. Arlene was behind me and began pulling on my testicles, then rubbing my prick. Her fingers traced along my asscheeks.

It sure felt good. My prick began growing, which surprised me. I hadn't been out of Arlene for more than half an hour or so, and here I was getting excited again. She was very soft with her hands, and rubbing my perineum was intoxicating. But I wasn't all that comfortable in the position, and I finally stood up.

Arlene's eyes drifted to my crotch.

"You up for another, Rob? I wasn't sure." Her eyes were questioning, but hopeful.

"Yeah, I think so." She came over for a kiss, and we embraced, my cock poking into her silky cunt-hair. Out of the corner of my eye I saw Lenny's face all twisted up.

She had me lie down on the rearranged beach towel so that I was parallel to Lenny. She was on the far side of me from him, so she could attend to my prick and more or less at the same time have eye contact with our captive. He had turned his head to watch us.

She sat comfortably next to me and for the next ten or twenty minutes just played with my penis. Not very seriously, just stroking it and waving it about, since it wasn't super hard, running her hands under my balls. She did something with it that no one had ever done before, taking it in the palms of her hands and rolling it from side to side, almost like she had a lump of bread dough and was twisting and pressing it into a thinner strand.

She twisted it half a rotation one way, then the other, usually not putting much pressure on the head (although it was splendid when she did) but mostly the shaft, always varying tempo and pressure so it never was anything but delicious.

She kept eyeing Lenny, then looking intently at my cock, while I had my head on the pillow, my hands back behind my head. I had hardened enough to be penetration-worthy, and this seemed to satisfy Arlene.

She got up and made her way over to Lenny, pausing at his groin and licking his prick into an agonizingly stiff condition. This took very little time, he had never really gone limp the whole afternoon, and I am sure he was aching for some relief.

She lowered her cunt onto his face again to tickle his nose with her cunt-hair, and then beckoned me over.

"Let's have Lenny suck you a bit first. If he does a decent job of that, I'll finish you off and maybe then we can do something about his, ah, enduring erection." She gazed at his prick laid out full length, very hard, on his belly. It twitched as we looked at it, bringing a broad smile to Arlene's face.

I considered for a moment how I wanted to do this, for he was, of course, not in a position to do much moving around himself.

I started by squatting over his mouth, facing his crotch and feet, while my ass was almost in his nose and had him suckle my balls.

I stroked myself while he did that, it felt nice to have his mouth moving wetly along my testicles. I then reversed direction, and plopped my prickhead into his mouth for a good tonguing.

I could do all the moving and took him deep a couple times, although it clearly wasn't very comfortable for him. It actually wasn't that comfortable for me either, since I had to bend my knees a bit to get to just the right height to work my prick in his mouth. But I give him credit, he was game for it, attended to me properly, and it did feel good.

I was about to stand up and give my knees a break when Arlene gave me a wicked grin. "Mark him, Rob. I want to see you push your penis all over his face."

I enjoyed this more than I would have thought, plowing the underside of my shaft and prickhead all over his mug, his eyebrows, nose, cheeks, ears, forehead.

Something got into me and after I stood up, and did the same to some other parts of his body, pushing my cock along his armpits and nipples, which now that I noticed, had gone and gotten erect themselves, little tiny nubbins of retirement-age male flesh, poking up like feisty little gopher snouts from the great white plains of his stretched out torso.

Arlene giggled. She came up behind me after I stood up, and we both gazed at Lenny, while she reached around with her hands and toyed with my prick, now quite hard, pointing skyward and telling me that it was time for some serious sustained attention.

I could feel her breasts pressing into my back, her groin pressing into my asscheeks. Lenny looked at us intently, no expression on his face, although his prick would twitch every so often.

She turned me around to face her, then slowly and deliberately knelt in front of me, her knees on the blanket, and took me in her mouth.

This is always a bit of a delicate position for me. It feels great to be standing and look down at the person sucking you, but balance always became an issue the more aroused I would get. But the sight was superb, the top of Arlene's head moving, her chest visible below swaying with her movements, my prick disappearing into her mouth and then coming back into view, when she would tickle the tip with her tongue, all sorts of wonderful sensations emanating from my prick and balls, as she was pressing and squeezing my testicles at the same time as she tongued me.

I had my hands on my hips initially, but within a couple minutes I had to put them on her shoulders to keep my balance.

She knew I was close and did not hold back. My legs were tensing and my hold on her shoulders had tightened. She was uptempo now, her mouth moving quickly over my cock. Involuntarily I found myself bucking my hips into her mouth and as my sperm shot forth I let out a long low yelp of pleasure.

I kept pushing into her, she kept herself still, letting me slide my prick in and out along her lips, and my sperm was pulled out of me by the actions of her tongue and mouth. My ass quivered when I was done, and she gave my rump a soft congratulatory squeeze, then gazed up at me with her big sweet eyes, a pleased look on her face. Smile still there, she directed her gaze to Lenny.

It was apparent from her facial expression that she still had a last mouthful of semen. She slowly stood up and walked over to Lenny. She bent down and gave him a long deep kiss, my sperm oozing into his mouth. Lenny's eyes were wide, but she wasn't going to leave him until he had swallowed. He made no sign of doing any such thing, so Arlene finally pinched his nose shut with her fingers, cutting off his air supply. He finally had to swallow in order to get a breath, his throat contracting and then gulping in some air. I had no idea Arlene, sweet girl from the country, could evince this sort of cunning.

I staggered over to an empty chair.

"Finally," she began, looking deeply into Lenny's eyes. "It's your turn. You have borne up very well, thanks," giving his prick a squeeze.

"Do you want to fuck me or have me take you in your mouth?" she asked in a low sultry voice, fingers rubbing his prick.

Lenny looked at her evenly. "How about both, in reverse order from the way you asked? Can I get free first?"

Arlene smiled. "Yes and no to your questions. Both is fine, but you need to be held in place for the next bit." She leaned over and gave him a long kiss.

She moved down to his groin and began to tickle her tongue over his prickhead, probing his piss-slit with just the tip of her tongue.

For the first time in a few hours, Lenny had a smile on his face as he watched Arlene suck him. She played her mouth over him and licked his prick. In very few minutes it was apparent he was just about ready to climax, and for the first time that afternoon, relaxed and with my own pleasure now taken care of, I had a pang of regret for what we had done to him.

His cock had been hard for hours, had received only desultory, teasing attention, and he had witnessed each of us take our pleasure in front of him, me twice. It had to have been intensely frustrating.

But Arlene had said yes to both his requests, so she left off before Lenny ejaculated. She straddled his chest and dipped her breasts, one at a time, into his face so he could suck her nipples, then nuzzled her cunt into his face before sliding down to mount him.

She put her hands on his shoulders, and it was obvious Lenny would have loved to have reached out with his hands and fondled her breasts. But Arlene kept looking straight at him, her smile a quiet, delighted one, and she ground into him slowly, with a twisting motion to her ass that looked lovely.

I got the camera out and got some wonderful shots, both of her big haunches from the rear, only Lenny's balls showing from underneath, while his prick was up her, and from the front with her breasts draped over him.

He wasn't going to last long, but Arlene made it go longer than it might have otherwise. At the end she was rocking pretty quickly over him, and you could see him trying to push his hips into her but of course he couldn't do much of this, both being restrained, and being held down by Arlene's weight.

"Aaarghh, ahhhh," Lenny went, his face all screwed up. "Ahhh," he growled and his pelvis pushed hard, he pressed into her as much as he possibly could have. Even after his hips stopped moving, Arlene kept up a slow, soft rocking.

I could see her asscheeks contracting, clipping his prick and still pulling on it with her innards. Lenny's smile was worth it.

She finally dismounted, taking time to rub her cunt up and down over his stomach, leaving a wet trail, and she and I undid his restraints. He rubbed his wrists and stood up. None of us knew what to say, but I think we were all thinking about this new wrinkle to our weekend adventures.

We separated silently, a bit awkwardly, and each of us took a break and did solitary things before dinner, lost in our own thoughts. For me, my mind ran all over the place. The weekend had been such a blur of unbridled sexual energy, doing things with people I hadn't seen in ages, masturbating my cock in front of others, being masturbated, seen my old buddy's prick get pleasured over and over, been sucked a pile of times myself and planted my penis, what, two or three times up Arlene's sweet, furry enthusiastic cunt? A whirl.

After a fairly uneventful dinner, a bit quieter and less charged than our earlier meals together, except for Lenny's occasional predatory stare over at Arlene, we again retired to the bedroom.

While the other encounters this weekend before this afternoon had all possessed elements of a caring or at least creative eroticism, that evening, at least for Lenny, was all animal. We disrobed Arlene, and I think she had a sense of what was coming down the pike, because she sat down abruptly at the edge of the bed and unzipped Lenny, taking his prick out and starting to suck him right there, before he got any other ideas. It was almost like she was trying to redirect his energy.

Lenny was happy for a time just to see her blow him, watching her intently as she tongued his prickhead and took his member down her throat. He reached down with one hand and groped a breast, a tight smile on his face.

After a few minutes, with a steely glint in his eyes, he pushed Arlene, not too gently, back on the bed and pulled off his clothes. He positioned himself in between her legs and ran a finger along her cunt lips.

They weren't wet enough for his liking so he licked a finger and rubbed them a bit. Then he put his cockhead, all red and engorged, at her channel and with one hand directed his prick up and down, pushing her lips around. With a narrow look on his face, he tweaked her nipples and laid down on top of her, pushing his prick up her straight away.

It was a good ten or fifteen minutes of hard fucking. Lenny wasn't non-stop, he would pause from time to time, his prick firmly up her, and he varied the tempo a bit. But a lot of it was rough, he pushed into her powerfully enough that her breasts jiggled abruptly with the thrusts, all soft and liquid-like as they reacted to his fierce pounding.

She looked a little surprised sometimes, not uncomfortable, but with a sort of deer-in-the-headlights look on her face.

I pulled off my clothes and watched, my cock stiff enough to be pointing straight out. I halfway wanted to sidle up to Arlene's head so she could suckle me while Lenny was at work, but something told me not to do this.

He had pulled her legs up high at the end, her heels on his back, and was going at her with a will. I saw his balls from behind, all drawn up, with his ass squeezing together hard with each thrust.

The frantic end came quickly, I could tell exactly when his sperm first let loose, and he grunted loudly and kept pushing hard for another half dozen thrusts, pinning Arlene underneath him. His mouth was on her neck, leaving a mark that was still there the next morning.

Arlene's face wasn't easy to read. Among other things I think she was glad he hadn't taken too much longer to come, but she ran her hands softly along his back just the same.

After a few minutes, Lenny uncunted and straddled her chest. He ran the bottom of his semen-slimed prick along her cheeks and eyebrows and hair, leaving a trail visible in the candlelight, finally dropping his cockhead into her mouth to get cleaned off.

After a couple minutes, he was satisfied and pulled out. His cock came out of her mouth all rubbery, long and soft, dwindling swiftly. He shot me a look.

"Rob, why don't you eat her," he said, more a command than an invitation.

I hesitated for a moment, trying to think ahead. I certainly wanted Arlene to get some pleasure of her own, but wanted it done well. Lenny got up and sat by the side of the bed, his cock sloppy wet between his legs.

I moved over next to Arlene, and to my pleasure, she pulled my cock over to her head before I could do anything else. She tongued and sucked me for a bit. How many times this weekend had she had a cock in her mouth? I had lost track although I am sure Lenny would have kept a tally. Regardless, it still felt nice. But Lenny was impatient, and gestured for me to get to work on Arlene's cunt.

I decided to go for the best of both worlds and positioned myself over Arlene on all fours, staring at her spread, oozing wet groin. A quick look at her let me know she was willing and I lowered myself into a nice sixty-nine position on top of her.

Her wet cunt hair pressed against my mouth as I slid my tongue around her lips and into her well lubricated notch. Her soft body was warm and welcoming underneath me. I could feel her tonguing my member while I played about her own groin. It took some time for her to get really aroused, I don't think Lenny had done much for her in that department when he was up her.

But she began moving her thighs about eventually, and I could see her legs beginning to tense. The sensations on my own prick were delightful, but the only drawback of this amusing little sexual pose, as much as I love a good sixty-nine, is that your attention is divided, and being on top of a woman always is a bit odd as a guy, always a bit afraid to thrust your cock too enthusiastically with her head in such a vulnerable position.

Having said that, she was doing lovely things to my cock, and I found my hips moving about in pleasure, her fingertips caressing my ass. Her cuntlips were soggy wet at this point, between Lenny humping her, her own juices forming and my own saliva adding to everything else.

Her little tip of a clitoris was nice and firm, and by flicking my tongue along it, I could feel her hips tensing underneath me. There was something about having her own pleasure build that increased my own excitement too, and I found my own hips moving more and more as well.

I had worked a finger, a bit awkwardly, into her channel while I continued my licking, and felt her cunt muscles tightening on it while I slithered it in and out.

Her legs suddenly straightened out and I felt her disengage her mouth from my own cock. She was breathing hard, almost in a moan, and I settled in to bring her over the edge. She came hard, her legs really straight and shaking, and I felt her roll her cunt into me with three or four good strong pushes. Her cunt muscles squeezed my finger rhythmically, and it was a distinct treat to feel her climax that way.

We lay still for a bit, basically just holding each others' groin in an embrace and letting our bodies rest.

Eventually she rolled me over, so that she was on top of me, and raised up on all fours. Her cunt was right above my head, all lovely wet and gaping. I could see the white undersides of her breasts dangle over me down by my crotch, and she went to work on my prick with her mouth.

Feeling her climax with my own mouth had me pretty worked up. The sight of her breasts swaying over my crotch, and seeing her mouth going up and down on my prick while she was on all fours added to the thrill. I could glimpse Lenny out of the corner of my eye, he was stroking his own cock, now long but not quite hard yet.

She would pause at the tip of my penis often, licking around the head, and then just taking the head itself in her mouth. I could feel her lips playing over my glans, doing lovely things as she moved softly up and down, varying her rhythm.

She had one hand on my balls, holding and squeezing them. The whole business was becoming unendurable, a saturation of feelings, the visuals of her breasts and cunt over me.

She had started moving up and down on my prickhead more energetically and I lost it. I felt my anus squeeze tight, my hips bucked and my sperm burst forth.

With the first spurt she went down further on my cock, then back up to my head alone, and I both saw her throat contract, and felt her suctioning my seed, a couple strong pulses and then much smaller ones at the end.

I was panting, and it felt like the very last reserve of my semen had found its home. She slowed down until the touch became unbearable, and then she disengaged, my cock flopping out lifeless. Arlene shifted and knelt next to my groin, her fingers playing very lightly over my crotch hair and balls.

All of a sudden, Lenny was kneeling next to her, extending his nearly hard dick to her face. He pushed his cockhead at her until she basically had no choice except to take him in her mouth or turn her head away.

His expression was intense, and he watched her, her own eyes closed, as her lips moved over his tool. For several minutes she attended to him, and I could see that his tool was slowly getting harder and harder.

When he did pull out, it was plenty stiff. He moved her around, pulling out a pillow to put under her belly, and got her in a frog position. He gave me a steely look before sidling up behind her and pushing his prick, after stroking it a couple times with his hand, up her well-spread cunt. I could see that he had been eyeing her anus with total lust, and I was half-afraid that he had been planning to ram his prick unceremoniously up her ass but he didn't.

But he pushed hard and fast into her spread cunt from the start, at first just kneeling while he plowed her doggy style. His eyes had a hard determined look to them I had seen many a time before when in the grips of a copulation. He licked a thumb, and worked it around her anus for a bit, finally inserting it while he plowed away. A tight smile formed on his face.