Happy Seventieth Birthday Walt!

"Well mister expert, Susan has talked you up to no end, raved over your skills for more then a year to me now, so happy birthday and dive in, show me what you have got," Vicky said and spread her legs a little more to expose her pussy further for Walt to inspect and toy with.

Walt looked at Susan who nodded and reached over to take Vicky's hand on the bed into her own, holding it tightly and looking at her friend's face for any signs that she was changing her mind. Walt didn't see any expression on this friend of Susan, Vicky, to say she was nothing but happy for him to begin. He didn't waste any more time thinking at that moment, he took action.

Vicky looked across at Susan and smiled despite her small amount of nerves. She knew once it started she would feel better, it was the anticipation that was the worst part. Her mind kept reminding her that despite hearing about Walt for so long this was their first meeting and here she was about to get fucked by him! His age also flashed across her mind, they had a forty-eight year gap between them, and it was all happening with her best friend right next to her equally naked!

Walt licked his index and middle finger on his right hand and once they were nicely wet, with a fluid motion of his wrist, rubbed the tips down the outer lips of Vicky's pussy, using them to spread the labia slightly apart and then he ran the fingers back up doing the same thing. He was encouraged when he saw a slight shudder pass along her back and made a small circle, with just light pressure, around the centre point of her pussy before he again rubbed the length of her rapidly aroused pussy.

Susan watched her friend's face and smiled when she saw Vicky close her eyes and heard heterosexual gasp a little. She knew from experience that Walt was good with this fingers and now she was overjoyed to see Vicky was enjoying them too.

Walt made another loop with his fingers, spreading the lips a little more each time and pressing a little firmer, always eliciting more noise from Vicky and another shudder all over her body. Finally he slipped the tips of his fingers past her spread and engorged pussy lips, entering just the entrance of her sex, there he stopped and just focused his attention for a short time rubbing and caressing her sensitive flesh, wiggling his fingers and teasing her clit with his thumb lightly before he pushed and eased a fraction more into her.

"Oh wow" Vicky exclaimed as she felt Walt's hard fingers enter her. Susan had been right he was good with his fingers, her pussy was already on fire and had gotten so wet from her arousal as he had been playing with her. Her whole body seemed to tingle as he touched her pussy.

"I knew you'd like it!" Susan said eagerly and squeezed her friend's hand before looking over her shoulder at Walt and, smiling broadly, she encouraged him to show her everything.

Walt smiled and began to slide his fingers deeper into Vicky, giving her touches here and there, sliding them back and forth half about inch at a time and generally focusing his efforts on all her most sensitive areas. He was surprised to feel that Vicky was looser then Susan. She was still tight but not as much, she felt like she may be a bit deeper too. Walt wondered for a second if this was just a natural thing, every vagina was different of course, or because Vicky was more experienced with bigger cock then her friend who had told him had only had one other cock in her one time in the eighteen months they had been having sex. At any rate he didn't concern himself with it, having his fingers inside Vicky felt great and he couldn't wait to feel what it would be like to have his old cock inside another young pussy besides Susan's.

Vicky gasped and lowered her head down until her forehead met the bed. She had never felt so good or so aroused from being fingered before. Most guys just did it to make sure she was good and wet for them to stick their cock into and get their rocks off, but Walt seemed to relish giving pleasure with his fingers, it wasn't just a case of getting her ready to be fucked he actually seemed to want her to get off herself from his fingers inside her pussy. She was more then willing to do just that too.

Susan had to hold back a laugh as she watched Vicky react to Walt's talented fingers. She felt her own pussy grow wetter and ache to be touched too, watching her friend get such pleasure made her want some too.

"Hey what about me?" she said to Walt and wiggled her arse at him. "You've got two hands you know."

Walt chuckled and with his left hand he slid two fingers into the much more familiar pussy of Susan too. He could feel the contrast easily. Susan indeed was tighter then Vicky, she held his fingers more firmly within her warm vagina and he could feel how much wetter she was too. That didn't surprise him really, she was always very aroused when she came over to see him and Vicky would naturally need a little more encouragement with this being the first time she had met him.

Both girls groaned as he rubbed his fingers back and forth in their pussies. He deployed his thumbs onto their clits and pressed against the small nubs making each jerk and cry out their approval, he suspected they were feeding off eachother in the vocal stakes, when one made a gasp or cry the other would follow.

The room began to smell of that alluring aroma of aroused women as his fingers continued to assault the two highly pleasured friends. Susan was rocking back and forth on the bed and he could tell she was getting closer to orgasm. Vicky was much harder to read, he had no frame of reference for her but judging by how much wetter she had become and the noises she was making she was very much enjoying his efforts.

"Oh God!" Susan exclaimed as her body shook hard and Walt felt her muscles contract on his fingers, she had reached her peak. Normally it took longer then the three or so minutes he had currently been working her pussy with his fingers before she came but he suspected that with Vicky here right next to her, her own pussy being played with too, there had been extra stimulation which had sped up the process of getting Susan to climax.

Vicky hearing Susan cry out and feeling the bed shake as she came, groaned too. She could feel the closeness of her friend's naked body, Susan's hand gripping tightly onto her own, and that with the unarguably good technique that Walt had with his fingers, made her feel closer to orgasm then she thought she should be right now. It was like her body was responding on its own; she felt the usual feelings deep inside, her pussy growing wetter and the sensations getting more acute as the old fingers inside her did their magic.

"Oh fuck Vicky!" Susan said and placed her head on the back of Vicky's. Her gasping breaths blew over her friend's hair and down past her ears and that made Vicky tense up as the orgasm that had been brewing grew to its height. Walt must have sensed it too because he stopped sliding his fingers and focused on the very sensitive area near the entrance and rubbing her hard clit with his thumb, bringing Vicky to a shuddering climax of her own.

"Wow I have never felt anything like that before!" Vicky said as both girls half collapsed onto the bed in a heap, their arms shaking too much from their respective orgasms to support them staying on all fours.

Walt looked at the two sweat covered, red faced friends. Their breasts rose and fell quickly as they took in air in rapid breaths. He liked the contrast between them, Susan with her modest pert pair tipped with the hard pink nipples and Vicky who's were bigger, fuller and rounded with large dark nipples. They hung nicely but firmly.

"I told you he was good with his fingers," Susan said with a grin and she placed her hand on her friend's flat stomach, resting it right around Vicky's belly button. Vicky without thinking rested her own hand over Susan's and placed her head on her shoulder.

"You weren't kidding!" she said as she panted and planted a kiss on Susan's naked shoulder. "If you get that sort of treatment each time I can see why you come over here so much now."

Walt smiled and felt his cock throb with desire. The air smelled of their combined orgasms and that heady mix made his blood boil with need.

"Well he's shown you how good he is with his fingers, why don't you show him how good you are with your mouth?" Susan said and kissed her friend on the top of her head.

"Hardly seems fair really, it's his big day, I think we should share!" Vicky said and grinned wickedly at Susan.

"Yeah you're right, this is meant to be a birthday gift after all. Come here Walt, lay down between us on the bed and relax."

Both girls moved apart and left a space between themselves for Walt to fill. He looked at both, drinking in their nakedness with his eyes and then settled himself onto the bed between them. Right away both girls pressed their bodies closer to him until he was a sandwich filling between two very sexy naked slices of female bread and Susan reached down taking his cock in her hand, rubbing it gently in a light grip.

"He likes this," Susan said softly looking into her friend's eyes as her hand caressed his old cock. Vicky nodded and reached down with her own had to add her touch to that of Susan upon his hard rod.

Walt was on his back and looking up at the two girls above him, they had leaned up on their elbows and their breasts were hanging down, Vicky's much more then Susan's, over his chest as they talked to eachother while jointly stroking his cock. He couldn't believe how sexy they were and that they were both naked on the bed with him, his sense of how lucky he was had grown much larger.

"Now I think its time he got a taste of some of the things to come from his gift," Susan said and leaned forwards toward Vicky, her lips brushing her friend's as they kissed softly. Vicky responded, closing her eyes as the kiss deepened a little, both girls pressing their upper bodies against eachother over Walt as he watched, his cock held firmly between their hands as they put on a teasing show for him.

Susan broke off the kiss and was the first to move down on the bed; once she could bring her lips down onto Walt's cock she did so and flicked the head with her wet tongue while Vicky held the shaft upright and still for her. Susan gave another flick and then settled her lips around the head and sucked gently on the sensitive organ.

Vicky softly massaged the shaft as Susan sucked the head; she matched her hand up with Susan bobbing her head, taking an inch of cock between her lips then letting all but the tip slip out again before repeating, following Vicky's had as it went up and down the wrinkled shaft.

Walt watched as his cock was manipulated by the two girls. Susan sucking him always felt amazing but Vicky rubbing him heightened the pleasure. He throbbed in her hand as Susan moaned as she felt it with her mouth too, then he felt Vicky's hand removed.

Vicky slipped down to join her friend, she kissed the lower part of Walt's cock while Susan continued to suck the upper reaches, then she licked along the length she could get at until her tongue met Susan's lips. Once there Vicky licked back down again and wrapped her lips around the shaft.

Susan groaned again and sucked a little harder, taking another half an inch into her warm mouth as Vicky licked and sucked the shaft from the side, both girls doing their utmost to make the sight and feel of it as sexy as possible.

"That feel good birthday boy?" Vicky asked, taking her lips from around his cock for a moment before replacing them once again. Susan looked up while keeping her mouth firmly covering the head of his cock to see Walt's expression as he answered.

"Very good," he said as his eyes met Susan's; she winked at him and ran her tongue around the head of his cock before pulling her cheeks in as she sucked deeply.

"Hmm, I want a taste," Vicky said and kissed Susan on her cheek while playfully pushing her aside. Susan removed her lips from the head of Walt's cock and allowed her friend to take her place. Vicky didn't waste time, she opened her soft lips and took two inches of Walt into her mouth, closing her lips around him and sucking his cock gently but firmly. Susan reached under her friend's mouth and took hold around the base of Walt's shaft with one hand, her other hand coming to rest on Vicky's back, stroking her naked skin as she squeezed the hard cock being sucked.

"You like that, you old goer?" Susan asked and gripped the base of his cock more firmly as Vicky began to lick and suck harder, her head bobbing up and down rapidly. She had always been more aggressive with her mouth then her friend.

"Love it," he replied through clenched teeth. Feeling Vicky suck him while Susan, his regular partner, rubbed his cock was very agreeable to him. Walt couldn't help but compare Susan's style of oral with Vicky, he had taught Susan who had been inexperienced to go slowly, build up the pressure over time. Vicky had her own style, whether taught by someone or arrived at by her own experiences in this area, she was much more quick to go for full force sucking, trying to get the guy off as quick as possible. He would like to pass on a few tips to her before the day was done.

"Good, but we are just getting started so don't go peaking too early," Susan said and leaned down along side Vicky to add her mouth to the assault on Walt's cock. Both girls taking turns to suck and lick.

After a few minutes of their oral assault, both girls sat up and began to caress each others breasts softly, almost absentmindedly. Their faces were turned to Walt, both smiling and looking at him with a glint of mischief in their eyes.

"I want to know what that thing feels like in my pussy!" Vicky said. "Susan has told me so much, but nothing beats first hand experience I find."

She ran her hand down between her own legs and easily slipped two fingers into her wet pussy before rubbing the slick digits down Walt's cock, adding to her and Susan's saliva her own aroused juices.

"But if you get his wonderful cock what do I get?" Susan asked petulantly, crossing her arms over her chest like a spoiled brat not getting what they want and having a tantrum.

"Well I don't think a gentleman like Walt would mind us sharing him, would you Walt?" Vicky said with a wicked smile.

"Oh in that case," Susan giggled.

"Help me out first though," Vicky said to her friend as she threw a leg over Walt's hips and straddled him. Susan reached down and with her right hand held Walt upright, while Vicky moved herself into position, looking down as best she could to guide her pussy over the head of the thick cock.

"Right there," Susan said as Vicky settled into place.

With a gentle touch of her left hand, Susan spread the lips of Vicky's pussy and with her other hand she guided Walt's cock until the tip was nestled between the folds of Vicky's pussy and just inside the entrance. That done Susan released his shaft and brought both her hands up to cup Vicky's face in her palms.

"Don't wear him out too much, I want a go with that fat cock of his too, you know," she said and kissed Vicky on the lips quickly before leaning back and focusing her attention at where her best friend and her elderly lover tentatively met.

Vicky smiled and placed her hands on Walt's hairy old chest, she looked down at him and then over at Susan before she began lowering herself, a little at a time, taking his cock into her warm embrace and feeling a small amount of shock at how she had to stretch to accommodate his thick organ. Something else occurred to her too, how different it felt going bareback with Walt. Vicky, like Susan, never had sex without a condom with other guys. The risk of pregnancy was one reason but another for Vicky was the mess she disliked; all that cum had a habit of coming back out at opportune moments unless she could get a good shower right away. Susan had assured her Walt didn't produce much cum due to his age and an operation he'd had, and there was no risk of either of them getting pregnant due to his vasectomy years ago so if he blew in her it would be fine.

"Oh!" It was an elongated sound, stretched as much as she felt inside by the hard cock that now filled her pussy. She was glad he had fingered her to an orgasm now. That added wetness was making a big difference she felt.

Susan was watching as Walt's cock, the cock that had brought her so much pleasure in the past year and a half, went into her friend. It was a strange feeling she had, half of her was happy she could do this for Walt yet also she felt a little jealous that it wasn't her he was inside, still she told herself she would get her turn soon.

Walt looked to the side and met Susan's eyes. He could see the lust there and felt a deep sense of pleasure. His cock was getting a good workout from Vicky; she was sliding herself up and down his length, bouncing on top of him and clenching her arse cheeks tightly when he was fully inside her on down thrusts, now it was time to take care of Susan.

He reached over with his hand and slipped a finger into Susan's wet pussy. She opened her thighs to allow him greater access and placed her hand over his, pressing his finger, so hard with old age, deeper inside herself as she moaned and gasped while he wiggled the digit.

Vicky watched as her best friend was fingered by the man whose cock she had inside her own pussy. It made her feel hotter than ever and she rocked and thrust herself up and down on his cock harder, her breasts bouncing with the effort.

"Oh fuck that's hot!" Vicky gasped out as she worked her pussy hard on the thick cock inside her. Her eyes were focused on Susan's pussy, the lips spread and puffy, showing the pink hole inside where Walt's old finger was disappearing and then appearing once more slick with Susan's wetness.

Susan groaned loudly as Walt found her G-spot and focused on it. She was rotating her hips on his hand and occasionally she would look over at her friend who was going crazy on the cock she so wanted to have inside herself right now.

"I need that cock in me Vicky!" Susan suddenly said, she couldn't take it any more, she was so aroused, so desperate to feel her pussy filled with Walt's cock she thought she may go out of her mind.

Vicky half laughed and half groaned, and she sank fully down so all Walt was inside her accepting pussy. She sat there, looking at Susan for a second and smiled.

"I did say we'd share, and fuck me Suzy, you look ready to explode!"

Susan nodded and cried out as Walt rubbed the most sensitive area inside her tight, wet pussy one more time. She felt the bed move as Vicky got up and let Walt's cock slip from her gaping pussy, he had stretched her nicely. She stepped off the bed to give Susan lots of room and her friend quickly laid herself flat on her back, knees raised and separated, offering full access to her beautiful pussy.

"I need you in me now!" she said breathlessly to Walt who didn't waste time, he was quickly on top of her, pressing his old body to her supple young one as he settled between her thighs.

His cock was being guided into Susan's waiting pussy by Vicky's hand. The wetness from Vicky made his entrance easy, as did his assault on her with his fingers but she still was tight, certainly more then her friend, and he had to take care not to rush until he had fully adjusted to him being in her. Finally he felt her relax a little and he began to thrust his hips back and forth in the rhythm he had perfected over the last fifty years.

"Fuck me; I need to come on your cock!" Susan said and gasped a loud pleasure moan.

Vicky looked surprised at her friend, she never would have expected Susan to be so vocal or crude during sex. She was learning a lot about her friend today, and having a lot of fun, herself, in the process.