*fantasy when my then gf & I first moved to a new city and after a week she invited some work friends over. Now single, but still having this fantasy*

My girlfriend Shannon (40, 5’5, 110, 34, 30, 32, C cups, reddish hair shoulder length) and I (51, 5’9, 195) were new to the area. She got a job right away and invited most of the kids (most were in their 20's) over to get acquainted. We all were feeling good and all afternoon the conversations had a lot of sexual innuendos. One of the guys, Mark (24, about 5’11, about 170), left early but returned later. When Mark returned, he had changed from his shorts to a pair of sweats because the evening was starting to get cool. Due to the nature of the conversations, it was easy to tell that Mark was a bit excited and Shannon noticed so began to tease him about the lump in his sweats. Of course others joined in. This caused him to get a bit embarrassed so he teased her about her pointy nipples poking out her tank top, but she just rolled with it.

A few minutes later everyone started to leave. Mark was a bit disappointed, not realizing everyone was going to leave so soon after he got back. Shannon said he can still hangout anyway since he only lived right around the corner. As everyone left Mark asked Shannon for another beer. Since she was sitting on a lounge chair she just pointed to the cooler, telling him to get it himself. As he walked past her, she reached out and pulled down his sweatpants. He looked like he was about to fall on his face, but she reached out and pulled him back towards her. He spun and lost his balance, landing almost on top of her. It was so comical, we couldn’t help laughing. That is until her and I saw his cock flop right in front of her face. She just stared in shock, then said, "Damn! That's the biggest cock I've seen in real life!"

He pushed off the lounge and stood up right next to her struggling to get his sweatpants up from around his knees with his cock hanging out, face beet red. She asked, "How big does it get when hard?"

Mark froze and said sheepishly, “I don’t know"

As he got his sweats up and almost over his ass and genitals, she reached out and stopped him, still in awe and asked, “You really don’t know? You have to have an idea?”

I guess the embarrassment passed and her hand preventing him from covering up gave him confidence as he said, “Grab it and find out."

It looked like she remembered I was there and without taking her eyes off his cock she said, “Hun, I know I, Umm, well, but Ummmm, look at this cock. I mean..."

I too was in awe and interrupted her and said, "Yeah baby. Go ahead."

As in a trance, she reached out and started stroking it. Turning slightly to smile at me, she asked, "Do I look hot with his huge cock in my tiny little hands?"

Still staring, all I could do was nod my head yes.

Guiding him by his cock, she positioned him in front of her and started to stroke his cock with both hands. His cock started to get bigger, longer as he is looking down at her and smiling, he's swelling up inches from her face.

She asked, “How many inches is it?”

“It’s about 9 and a half inches, 10 when I'm rock hard, but I'm not there yet."

She looked at me and asked, "Baby can I get him ‘rock hard' just to see how big it gets?"

My mouth was dry as I said "Sure".

Before I knew what she was about to do, she leaned forward and took the head of his cock in her mouth and started sucking on it while stroking it with both of her hands. She looked at me, while she sucked his cock for a few moments before withdrawing it from her mouth and asking me with a huge smile on her face, "Baby, do I look hot with my lips around the head of this big cock in my mouth?"

I couldn't believe that I was getting hard watching her. She started sucking on it really hard as she was grabbing his ass and pulling his massive cock into her mouth as deep as she could. Next thing I know I'm watching her sitting on the edge of the lounge chair and deep throating the whole thing, all the way to his balls! I could see it in her throat as his eyes rolled back in his head.
He gasped and exclaimed, "No one has been able to do that with the whole thing. Nobody!"

She pulled off and looked up at him, "Does your girlfriend suck your cock this good?" He couldn't answer as she started slamming the whole thing down her throat over and over. She pulled his cock out of her mouth, looked at me and asked, "Do I look hot sucking my friend's huge cock?"

I just nodded yes and couldn't stop watching her. She stood up and grabbed him by his cock and said to me, "Follow us to the bedroom."

We went inside and she pushed him on his back, then told me "Lay on the other side of him. I want to watch you jerk off watching me."

I was so hard when I pulled my cock out and started stroking it. She kept watching me and smiling as she was stroking Mark's cock with both hands and sucking on his balls.

She looked me in the eyes, and then slid her mouth up and down his shaft from his head to his really tight balls. She then said to me, "Kiss me!"

When I leaned over to kiss her, she grabbed his cock with one hand and pushed my head down on his raging cock with her other hand. Laughing she told me, "Suck on his head, baby. C'mon open up."

I tried pushing up, but I was at an awkward position with no leverage. She kept rubbing his head across my lips and telling me, "Suck it Mikey, c'mon suck it." I kept trying to turn my head away telling her NO but she said, "I'm not going to stop until you put the head of Mark's cock in your mouth. Just TWO Seconds baby. Please? C’mon baby. Don't be afraid. It's only a cock. No one will know. For me? Please?"

She then started telling me how I told her I would do anything sexual for her, as long as she enjoyed it. She then said, "You might as well do it because I'm rubbing it across your lips anyhow."

As she kept trying to shove it in my mouth, I noticed that he was just lying there laughing and smiling as she rubbed his cockhead across my lips. He was enjoying watching her trying to make me suck his cock.

She pleaded, "Baby please! You said anything once, even if you hate it." Then teasingly she said, "Baby you know you don't HATE this, right baby? You're too strong. You would've stopped me before I even started. Please stop faking and do it just once for me."

"Fine, I'll do it. But only if you let me up after I do it."

She giggled as I gave in to her. I slowly opened my mouth as she pushed my head down on his raging hard cock and shoved as much of it in my mouth as she could. She then let my head up. I was so happy because I thought she was going to let me up. Instead she pushed my mouth back down on it and ****** me to keep sucking on it.

She was saying, "Damn this is hot. It's making me so fucking horny. You look so hot sucking cock baby. Keep sucking it while play with my pussy. Don't stop baby. You’re going to make me cum. Please baby. Don’t stop until I cum baby. Keep sucking cock for me to cum."

Then I noticed his hands grabbed my head as he started fucking my mouth. The head of his cock swelled and his cock felt so hot and stiff. She started touching herself, telling Mark, "Oh yeah. Fuck his mouth. Fuck his mouth harder." She leaned over and started sucking on my cock making my head reel as her and her new friend were totally getting off on forcing me to suck his cock."

"Oh wow baby, his cock is so hard. It does look like it's at least ten inches."

She started to cum as she was telling him, "Watching you fuck Mike's mouth is making me cum."

I then felt his massive head get even bigger, his balls got tight and he told her that he was going to cum too! She told me, "Suck that cock harder baby, deeper! Make that cock cum."

Mark started to cum and shoved his cock down my throat as far possible. Then she started to deep throat me, then pulled off, begging me, "Keep sucking on his cock baby. Keep sucking, keep his cock hard. DON'T LET HIM GO SOFT", she yelled at me. I didn't know what else to do. I didn't know what I was doing. I was on auto-pilot. My body was reacting to her words. I was sucking on him to keep him rock hard. She then told me, "Lay on your back."

As I did, she mounted me in a 69.

As I'm sucking on her pussy, I looked up and saw his huge cock start rubbing her pussy lips as it started to stretch her pussy.

She asked me, "Can you see my pussy lips wrap around his cock?"

I told her yes. She then asked me, "Does it look hot with his huge cock in my tiny little pussy?" You knew your tight little pussy lips getting stretched by his massive cock looks super-hot, and then you asked him, "Do you like fucking my tight pussy with your huge cock? Do you like fucking my pussy inches away from Mike's face?" He must have because he started to cum again and she started deep throating me until I came.

Shannon started screaming for me to suck her clit harder so I could make her cum on his cock. She then shook, having the biggest orgasm I have seen since I've known her.

After that, when Mark left she apologized. I told her there was no need, I enjoyed it. She then said, "Baby I'm not saying sorry for doing it. I'm saying I'm sorry for not doing sooner. That was so much fun seeing you suck that cock."

Since that night, she totally loved getting off on being a dirty little slut. Especially if I walked in on her being naughty. She LOVED getting "caught" on her knees sucking on a hard cock.

The guys think that they just got busted with her cheating on me. I'd walk in and with that guy freaking out; she will stop sucking and say to me, "Dammit babe. You should've warned me you were coming. Now look! He's getting soft. Get your ass over here and get him hard again."

When I hesitate as always, she stands and says, "Don't let me call everyone and tell them how much you love sucking cock. Just get here and suck it & it'll continue to be our little secret." Then with a chuckle, she'll look at the guys and with an evil grin say to him, "Unless you tell your friends. Then we'll just have to keep sucking all your cocks to be sure you keep our secret."
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