Tinkerbell

Realizing that her right leg was starting to go numb due to the position she had assumed on the couch, Marylyn decided to completely kneel down next to her friend.

Lucy stopped sucking and moved slightly to her left, making room for Marylyn. "Would you like to try it?", she asked point blank.

Getting rid of any shred of caution she might have left, Marylyn nodded and moved closer in between Ward's legs. Her right hand still holding his cock, she started to slowly lower her head towards it. She could now smell the strong scent she had perceived less than a few minutes before. She took the plunge and put her mouth around the head, moving her tongue a little and cupping her lips. She raised her head and smiled, saying outloud: "I can't believe I am doing this".

"You will be fine, don't worry. We are among friends. This will stay between us", said Lucy, trying to reassure her.

Marylyn lowered her head again, and resumed the sucking. She had given oral sex to Ryan before, but it had been three or four years since the last time she had had a cock in her mouth. She recognized the slimy texture and salty taste of the precum, which immediately spread all inside her mouth. The way she remembered it, it was a somewhat disagreeable "flavor", but somehow Ward's precum did not taste the same as Ryan. It was still slimy and salty, but it was not as pungent. For a few moments the thought came to her head that maybe the difference was due to the fact Ward was mostly a vegetarian and exercised daily, while Ryan was more sedentary and definitely and couldn't have a single meal without meat and beer. Whatever the reason, she did not find it as disagreeable as she remembered and continued sucking on the head with more confidence at every passing stroke or her right hand.

Lucy too was fascinated looking at her shy friend sucking the cock of a middle-aged black man. She could see the back of Marylyn's jeans had curved opened and her blouse had inched up, exposing the white skin on her lower back. She instinctively placed her had on her friend's waist and caressed it left and right, slipping her fingers under the waistband of the jeans.

For his part, Ward had continued touching Marylyn's arm, but now his fingers were mostly massaging her arm pit and slipping in between her bra and her skin. Since she was now in front of him, he could also see her breasts more clearly, hanging inside her blouse. Marylyn's fuller overall figure offered a contrast to Lucy's leaner body, and flatter breasts. Ward thought that he was in heaven.

Suddenly, he touched Marylyn's face and said: "Why don't you stop for a second? Let me take off my pants, that way it will be easier".

"Yeah, that's a good idea. Just in case; you know, we don't want to make a mess", said Lucy.

Both women pushed back to give Ward room. As he stood up, he removed his shoes, pulled his pants down, and pulled his shirt over his head. Now Marylyn could see his cock completely free, without pants or boxers. It shot straight out into the air, hanging down slightly, heavy with blood, and it seemed to her that it was pulsating a little. It was the more prominent due to Ward's slender body and flat stomach, which seemed to accentuate the length of his member.

Lucy reached out and stroked Ward's cock while he embraced her as they locked their lips in a passionate kiss. He placed his hands on her back and started to pull her blouse up, and Lucy raised her arms to make it easier for him to undress her. She then removed her pants and revealed long, slender, well-toned legs, typical of a runner, even for someone her age.

Marylyn watched the two of them kiss again while Ward put both hands on Lucy's ass and probed the crack of her cheeks and reached down in front and in between her legs, parting the lips of her pussy with his index finger. At the same time, Lucy got a hold of Ward's erect cock and began to stroke it. Ward removed his hand and Marylyn could see that at least three of his fingers were glistening with Lucy's moisture.

Ward broke off the kiss and sat back down, while Lucy kneeled in front of him. Marylyn did the same, but was interrupted by Ward: "It's not fair, we are naked and you are still dressed".

All hesitance gone, she didn't think twice about it and started to pull her blouse. Lucy got up and walked up to her and started to undo the belt and button of her jeans. Lucy's fingers on her skin electrified her even more. She pulled down her pants and stepped out of them, but kept her panties on.

For a second, Ward admired her curvy figure. She had very white skin, but her legs, arms and shoulders had more color due to her weekly jogs. Her wide hips were covered white cotton panties, and were wide, with round, fleshy cheeks.

Marylyn reached to the front and undid the clasp of her bra. Ward was stunned by her full D-sized orbs. Although they sagged a little due to the weight, they still seemed firm, and her nipples were not the small erect kind, like Lucy's, but rather the wide puffy type, that became intense pink and swollen when she was aroused, just like now. She then proceeded to pull down her panties, and Ward thought he was in heaven: unlike Lucy, Marylyn had dark blond unshaven pubic hair, only trimmed along the edges. He could see the hair near her pussy lips was wet and soapy already.

Both women kneeled in front of Ward. Lucy started to suck on his cock with renewed enthusiasm, while Marylyn cupped his balls. Ward leaned forward and pulled Marylyn towards him by her arm and kissed her passionately. He slid his hand down and started to massage her right breast, while with his right hand he pinched Lucy's left nipple. Marylyn thought that, in contrast to Ryan, Ward's fingers felt rough, with some callouses, but this friction heightened her sensibility.

"Why don't you let her try, Lucy?", said Ward.

Lucy stopped sucking on his cock and straightened her back while putting her right arm on Marylyn's back. Marylyn slid forward and grabbed his cock with firmness, feeling the pulsating warmth of the full length. Without any pants, the black rod seemed longer than it looked before; Marylyn placed both hands on it, and the head as still visible, sticking out above her fingers. She kissed it softly at first, and then stuck out her tongue, sliding it around the head and along the opening on top. She could taste the salty precum, an felt the slimy sensation on her tongue and throat. She removed her left hand and opened her mouth wider, pulling back the foreskin with her right hand. She engulfed the top third of it, and started to develop a rhythm.

At the same time that Marylyn was sucking Ward's cock, Lucy slid her hand down on her back and started to run it along the middle of her crack. "She has beautiful skin and a great ass", thought Lucy while she went farther down and slipped her fingers in between Marylyn's pussy lips from behind.

Marylyn stopped for a moment, surprised by the sudden burst of sensation from Lucy's careful touch. Marylyn continued sucking on Ward's cock, concentrating mostly on the head, sometimes sucking as if trying to get his precum out, other times licking all around the head and watching transfixed how the foreskin covered most of it. Lucy continued rubbing her pussy lips, occasionally sliding in a finger, as she positioned herself behind Marylyn and started to kiss and lick her lower back and her ass cheeks. Maryly felt that she could orgasm anytime.

So did Ward, for whom having two women paying attention to his cock, and specially the spectacle of Marylyn's younger, fuller body, was almost too much, in spite of his experience. He put his hand on her face and pulled her towards him. He and Marylyn fused in a long kiss while he grabbed her tits and lightly pinched her nipples. He then pulled her slightly up, so that her chest was almost in front of his face and started to trace his tongue around her distended, swollen nipples.

As Marylyn slid up towards Ward, she felt him pull her further towards him as he slid slightly forward, flattening his lower body against the couch, forcing her to put her knees on the edge of the sofa. With this move, her pussy rubbed on his engorged cock; as it was flat against Ward's abdomen, she could feel its thickness and length parting her pussy lips and slightly brushing her clitoris, if only for a couple of seconds, which sent shivers up her spine. Ward embraced her firmly as he ran his right hand along her lower back and then down the crack of her ass.

In the meantime, Lucy slid his hand in between Marylyn's legs and got a hold of Ward's cock, pulling it out. Ward had to push down on the couch further to make her job easier. When she finally released it, she started to suck on it, while Ward immersed himself in Marylyn's tits.

Lucy was so close to Marylyn's pussy that the two scents, the one from Ward's cock and her pussy, became one. She stopped for a second, and pushed Ward's rod towards her Marylyn's pussy and started to rub it on the outside of it, parting her labia. As she did this, Lucy, almost instinctively, started to kiss Marylyn's ass cheeks.

Upon seeing this, Ward pulled Marylyn closer to him, kissing her, and in the process forced her to change the angle of her upper body so that her wide hips rose up. Lucy didn't think twice about it, and lowered her tongue down Marylyn's ass crack, while she kept on rubbing Ward's cock on her friend's pussy. She placed her tongue at the entrance of Marylyn's anus and started to lick around it, alternating with small intrusions into it with the tip of her tongue. After about a minute, Marylyn started to moan loudly as she experienced an intense orgasm, the first one in over a year that had not come from masturbation.

Ward placed his hands under her her hips and rose up. When she sensed this, Marylyn hesitated for a second, and said: "How, what....?"

"Maybe we should move to the bedroom. We will be more comfortable there. I will carry you" said Ward, as he stopped to explain, only to resume his motion two seconds later.

Marylyn wrapped her legs around his waist, and as he started walking down the hallway, she could feel his stiff member rubbing and poking around her pussy and close to her ass hole. Although she had just had an orgasm, she was still very horny and the intermittent touches of his cock made her tingle. Even though she was very wet, she could also feel the moist, slippery tip of Ward's dick when it rubbed the outer parts of her thigh.

When they reached the bed, Ward gently lowered Marylyn on it, swiftly moving his right hand and placing two rough fingers at the opening of her pussy. Marylyn opened her legs slightly as she let out a soft moan. Lucy, who had turned on the light as she walked in, hugged Ward from behind and took a hold of his cock, stroking it while she kissed and licked his back.

Realizing that in his lust for the younger of the two women he had neglected Lucy, his loyal lover of years, he turned around and embraced her. Lucy rose up and started to kiss him while still stroking his cock.

"Why don't you lay down next to Marylyn?" whispered Ward.

Lucy got on the bed, but instead of just laying down next to Marylyn, she crawled towards her and gave her a small kiss on the lips. Marylyn, although a little startled since she had never been kissed by a woman, parted her lips slightly and closed her eyes. At the same time, Lucy traced a circle around Marylyn's left breast, and then continued down her abdomen until she reached her friends pubic hair. She opened her fingers and ran them through the dark gold strands, finally placing her middle finger on Marylyn's clitoris. In response to this stimulus, Marylyn's hips rose slightly, as if trying to rub against Lucy's finger.

Ward was only watching the spectacle, but he was enthralled by the sight of the two women kissing and fondling. It wasn't the first time he had been with two women, but she had never been with one as young and as beautiful as Marylyn. He mostly dated other black women, and the occasional white or Hispanic, but most of them were around his age or older. That is why he was more fixated on her than on Lucy, with whom he had had sex many times already. She was a good lover, but the supple figure and fresher skin of Marylyn was irresistible.

He wanted to enjoy this moment as much as possible, but was having a hard time controlling his impulses with Marylyn, so he decided to take care of Lucy first. He approached the end of the bed, leaned behind Lucy, and said: "Hey Marylyn, why don't you move back a little, so that Lucy can see you better". She did as she was told, positioning her head almost past the edge of the opposite side of the bed.

"Honey, why don't you show Marylyn what you can do with your tongue," he said to Lucy.

She smiled and moved over in between Marylyn's legs, and immediately began to kiss her clitoris while at the same time she ran her thumb up and down the entrance to her pussy. With her middle finger, Lucy started to massage the star of Marylyn's ass hole, which was completely whet after all the licking and rubbing.

Nearly in unison, Ward kneeled down behind Lucy and started to lick her pussy and ass while inserting one of his long, thick fingers. Almost immediately, Lucy started to moan rhythmically, and the sounds of the two women filled the room.

After about three or four minutes of this, Ward rose up and grabbed Lucy's hips from behind. He placed his right hand on the inside of her right thigh and pushed it outward two or three inches. He then took hold of his cock and started to rub it against her pussy, to which Lucy reacted with louder moans.

After a few seconds of this, he pushed forward slowly and the tip of his rod went in effortlessly. Lucy stopped licking Marylyn's sex for a moment. Ward pulled almost completely out, and pushed back in, this time inserting an inch or two more. On the third push, he went all the way in to base of his cock, and held it in for a few seconds as she let out a loud "ohhhh" and lowered her head, resting her forehead on the mattress.

He started to pump in and out of her pussy, Ward slid his right hand to the front of Lucy and started to rub her clitoris. Marylyn opened her eyes and contemplated the scene from underneath Lucy, instinctively reaching down with her right hand to continue rubbing her own clitoris, since her friend had stopped her tongue work.

The rhythm on the bed remained steady, since Ward didn't want to go too fast in order to be able to save some from Marylyn. However, he did increase the speed at which he was rubbing Lucy's pussy.

Between Ward's thrusting cock and his finger on her clitoris, it didn't take long for Lucy to reach a climax. After about two or three minutes, she started to breath faster and let out a loud "aawwrrrgg" while Ward continued rubbing her clitoris furiously. Lucy's orgasm lasted about 30 seconds, and she even seemed to shake from the wave of pleasure going through her body. Ward slowed down to a stop, and embraced Lucy from behind, his cock still buried in her pussy, and his upper torso shining with sweat. The embrace lasted what seemed like a glorious eternity to Lucy.

As Ward pulled out, Lucy slumped forward onto the bed, and then turned onto her left side, bending her right leg. She was facing Marylyn, and after a long, satisfied sigh, she reached out to touch her round face, giving her a soft kiss. "You got to try that, Mary, you got to try it", she said as she traced circles around Marylyn's left breast.

Although Marylyn's breasts had never been particularly sensitive, the sensation created by Lucy's fingers on her chest seemed oddly exciting to her, which would puzzle her days later, when she remembered this night and thought back that since she was not attracted to women. Yet, here she was, in a genuine threesome, allowing her fifty-something friend to touch her breasts, and before then, to finger her and lick her ass hole. Moreover, she would also think later, here was this tall, slender, older black man, looking at her with hungry eyes while he stroke his thick, veiny, uncut cock, and he was about to become her first black lover. As she closed her eyes, Marylyn thought that there was indeed always a first time for everything, but she had never thought that she would engage in this kind of first time.

Ward was eager to dive into Marylyn's body, but he also wanted to make this moment last as long as possible. He was so aroused that he thought that he would be able to come twice in a row, without stopping, a feat he had not accomplished since he his early forties. He got close to the bed and knelt down on the edge of the mattress. Marylyn thought that he was getting ready to take her, and she certainly wanted him to.

But Ward wanted to try something else first. "Do you want to taste it, Baby", he told Lucy, "maybe Mary here would like to as well."

Lucy smiled wickedly as she said: "oh yeah, I want to, and I am sure that Mary will too." Lucy crawled towards Ward and immediately engulfed his cock, which was covered with a mix of white foam and clear slime. She sucked eagerly, first the head and then the rest of the shaft.

After a few seconds, Ward tapped her on the face, and she turned to face Marylyn, grabbing her hand and pulling her towards the edge of the bed. Marylyn turned on her right side as she got herself close to Ward and started to timidly kiss his hard rod while cupping his balls. The taste was the same and different at the same time, and she could smell Lucy's vaginal fluid.

As she took more of the cock into her mouth, she felt it pulsate with excitement, and Ward thought he was in heaven. He took a hold of her hand and pulled it off, placing it instead on his right hip; without any prompting, Marylyn reached behind him, resting her hand on his ass to balance herself. After a few seconds, she started to develop a rhythm, swallowing more than half of his length into her mouth.

"There you go, baby, there you go," said Ward gutturally, as he reached down her abdomen and into her pussy.

Marylyn opened her left leg, giving him easier access. He buried his fingers into her pussy; he could see the pink lips of her vagina, engorged and taught at the same time, with only the point of her clitoris flaring out. Lucy just sat there, caressing her friend's lower back and ass cheeks, satisfied with the spectacle.

As Marylyn continued to suck, it took all of Ward's concentration to refrain from coming in her mouth, but he finally settled on a sustained level of arousal. He continued to run his fingers up and down her pussy, and soon almost his whole hand was wet with her non-stop lubrication. He reached further down and started to massage her ass hole with the pussy juices. After a minute of this, he placed his thumb on her clitoris and slowly inserted his thick middle finger in her ass.

Marylyn paused sucking his cock and lowered her head as she moaned loudly in response to his fingering her ass. Ward moved his thumb in a circular motion while he pushed his middle finger in and out slowly but deliberately. He could feel her sphincter resist, tight and distending at the same time, which he interpreted as a sign of receptive pleasure.

"Come on, baby, go back to it" he urged her.

She raised her head and put his cock back in her mouth, this type licking and sucking with urgency, which caused Ward to experience a mixture of slight discomfort that was overwhelmed by great pleasure. Marylyn went as deep as she could, opening her throat while sticking out her tongue. She held it there for a few seconds and then moved her head back. She didn't enjoy the gagging sensation, but she knew he liked it, and did it a second time, which brought Ward to the edge of orgasm.

He felt if he didn't stop her, he was going to explode in her mouth. "Slow down, Mary... argh...".