Threesome with James

** Contains male-on-male sex **

Madelyn sits across from us, wearing a little black dress and a sexy pair of heels. Her legs are crossed, her arms resting on the wings of the chair as she gives her instructions.

"Justin, I want you to unbutton James' shirt."

Shifting to face James on the couch, I place both hands on his chest and slide them up to his collar. Slowly, but deftly, I undo one button, then the next, then the next. With the last button free, I wrench his shirt apart, revealing his smooth stomach, his firm pecs, and rock-hard nipples. Turning to face Madelyn, I await my next instruction.

"Justin, I want you to suck James' nipples."

I turn to face him again, and shift my position so that I am on my knees. Placing my hands on his firm chest to steady myself, I lower my mouth to one of his firm nipples and embrace it with my lips. As my tongue flicks over it, James arches his head back against the sofa. I feel his hand on the back of my thigh, firmly massaging and inching its way upwards. Desire overcoming me, I begin to unbuckle James' belt.

"I didn't say you could do that yet, Justin."

As instructed, I move my hands away and back to his chest. I take his other nipple between my teeth and gently bite. James shivers in delight.

"James, now I want you to stand up. Justin, you're to kneel down in front of him."

We do as Madelyn commands, ensuring that we're positioned so that she has the best possible view of what we're all sure will follow. I glance across at her. She's leaning forward in anticipation, chin resting in her hands, elbows resting on knees.

"Okay, Justin, now I want you to remove James' pants."

I rapidly unbuckle his belt, fumbling a little, then wrench it from its loops, tossing it to one side. With a movement of his shoulders, James' loose shirt slips off his arms. Unbuttoning his fly, I slowly pull down the zipper. After gently parting it and catching a glimpse of glorious flesh, I tug his trousers completely down. Now naked, James' smooth, hard cock is just inches from my face. This close, I can see the tiny drop of pre-cum on his tip and can almost feel the heat emanating from it.

"Now I want you to take his cock in your hand."

Steadying myself with one hand on his smooth ass, I wrap my hand around his thick shaft with the other. Forming a firm ring at the base of his cock with my thumb and forefinger, my other fingers gently tickle his balls. Firmly gripping him, sensing his warmth, I bring my hand towards me, squeezing out just a little more stickiness. Then back again. Then towards me again. Then back. I'm transfixed by the movement of his skin as it envelopes then reveals his engorged head. I massage him, James' hand resting on the back of my head.

"Faster, Justin. Finger him with your other hand. James, I want you to tell me when you're about to cum."

The hand on his ass slips between James' firm buttocks. He parts his feet making it easier for my probing finger to find its destination. As I slip a digit into him, James tosses his head back and begins to moan. The movements of my other hand become even more vigorous, his pre-ejaculate allowing my hand to glide over him, frictionlessly

"I'm really close!", James cries.

"Now I want you to take his cock into your mouth, Justin."

Without hesitation, my lips embrace his head. I feel his cock slide over my tongue, which explores the texture of his shape, and I savor his unique taste. I feel his asshole begin to tighten around my finger and his cock begin to jerk in my hand and between my lips.

"Oh, you suck cock so well. Now I want to see him cum. All over your face."

Releasing him from my mouth, I position my face beneath his cock. With a few final flicks of my hand, James ejaculates over my face, droplets of semen splashing my cheeks, forehead, and mouth. Licking my lips, I relish his taste.

Glancing across at Madelyn, I see that she's now reclining in her chair. She has pulled her skirt up and one shapely leg dangles over an armrest. Almost absently, one hand makes gentle circles between her legs.

"Very nice. James, sit down, but don't get dressed. Justin, sit down and take off your shirt."

I find the sofa again. Meeting Madelyn's gaze, I slowly unhook one button, then the next, and ultimately part the fabric. I place my hands at my sides, waiting for your next instruction.

"Now I want to see your cock. Masturbate for me."

One by one, I release the buttons of my jeans. I shuffle a little so that I can pull them just beneath by buttocks. My hard cock sits tight against my stomach, both Madelyn's and James' eyes focused on it. Slowly, my right hand encloses my shaft, and I masturbate for the both of them with long languid strokes.

Madelyn's fingers cease their circles. Her arms cross in front of her chest as she pulls the straps of her dress down her shoulders, revealing her magnificent breasts. Her delicate fingers return between her legs and flick in and out of her cunt. Her eyes glance across to James, her lips curling with the hint of a smile. My eyes follow to see that our joint performance has made James hard again.

"Justin, stand in front of James. Then I want to watch him fuck you."

I rise from the couch, stepping out of my jeans and step in front of James, facing Madelyn. I bend at the waist slightly, my hands resting on my thighs. I hear movement from behind me, then feel strong hands on my buttocks, spreading them. Then, without warning, lips embrace my asshole and a moist tongue begins to forcefully probe. Eyes closed, I moan in pleasure. I feel James' tongue make delicious wet circles around my rim, then he stops, releases me, and I sense him stand. My breath catches in my chest as I anticipate what's about to happen.

I feel his hands spread my ass once more, and then a wonderful heat against my anus. The heat becomes more intense as he slowly pushes into me. With small but delicious pressure, my ass envelopes the head of his cock. His hands release their grip and reaches in front me, taking my member in a gentle grip. Slowly, James steps backwards towards the couch and I step with him as he holds me in place. Gently, he lowers himself so that he sits on the couch, my legs straddling his. Gradually, I take the weight off my legs causing me to lower further on to James' cock. I gasp with pleasure as he sinks deeper into me.

Madelyn rises from her seat, allowing her skirt to fall to the floor. Wearing only her heels, she approaches us, then steps precariously on the couch. James positions my cock so that it points directly upwards, then facing us, Madelyn straddles it, her weight causing me to penetrate her to my base.

"I don't want either of you to cum ... yet," she instructs.

Sandwiched between the two of you, I feel James' cock deep in my ass and Madelyn's delicious pussy enveloping me. On the balls of my feet, I am able to maintain a rhythm, and with the tips of her shoes balancing on the edge of the couch, Madelyn is able to do likewise. I feel my orgasm welling up and I invoke any number of thoughts: work, sports, anything ... just to postpone it. I am closely saved by Madelyn rising off me and stepping to the floor.

"Justin, get off James. James, stay where you are."

I push myself off James, enjoying the sensation of his slick cock sliding out of me. I stand to one side as James takes his turn to be straddled. He reclines back in the sofa as Madelyn steps over his hips, facing him. His cock slides effortlessly into her cunt as her knees sink into the couch. Madelyn leans forward until her firm nipples tickle his chest, her breasts gently swaying back and forth with her movements.

"You know what I want, Justin."

"I do, Madelyn," I respond with a smile.

Parting James' knees, I kneel down, positioning myself behind Madelyn's curvy ass. Inches from my face, James' slick cock slides in and out of her, and I breathe deep their combined scent. Holding her hips steady, I place my tongue on the small of her back and slowly trail downwards to the cleft of her buttocks, until ultimately finding my destination. Probing her ass gently and moistly, I savor her taste, while enjoying the sensation of James' sac brushing against my chin, and the sound of their gentle moans.

I stand, and pushing James' knees together, I straddle his thighs once more. Then I position my cock against Madelyn's asshole as James had done to me moments before. I could already feel James' heat moving within her against my tip.

The wetness my mouth had left eased my passage into her. Slowly but surely, I apply greater pressure while Madelyn's moans become more and more audible. I can feel James' hard shaft against mine as we moved together inside her.

"Please ... Madelyn ... so close."

"Okay. Both of you ... now."

We release almost simultaneously. I feel James cock throb and buck within her just as he no doubt feels mine. Between the two of us, we fill her, before all of us collapse in a satisfied, exhausted, breathless heap.