Her tits are softfirm and her nipples were hard.

I soon had my hand under her shirt. I lifted it up to reveal her see-thru bra.

I unhooked it and buried my face between her tits. I've known Carl and Ivonne for quite a few years. She is about 15 years younger than Carl and about 10 younger than me. We share some outdoor interests. Several days ago, we met for breakfast at a local diner. After eating, there was a pause in conversation.

Finally Carl spoke up "We are considering trying a '3-way', would you be interested?" I nearly choked on my coffee.

Ivonne is cute, large tits, and a few extra pounds. I looked at her, and could see her large nipples poking thru her sweatshirt. She was blushing, but grinning "It started out as Carl's idea when we were watching a porn movie. I've thought about it for a while, and it excited me. I agreed to try it, but, I wanted to select someone I'd be comfortable with." I looked from one to the other, judging if they were serious.

Having been in several 3-ways, I knew there was the possibility that one or the other could "Chicken Out" when the action started. Since I had nothing planned for the day, I replied "Would you like to try it right now?" Ivonne reached for the check and motioned for the waitress. We were soon headed for their house. There, we sat on the couch and outlined some limits few actually. I put my arm around her shoulders, looked at Carl "Mind if I start?" He grinned and said "Be my guest." I kissed her and rubbed my hand across her tits. She was wearing a thin bra under her sweatshirt. Her tits are softfirm and her nipples were hard. I soon had my hand under her shirt. I lifted it up to reveal her see-thru bra.

I unhooked it and buried my face between her tits. I then took turns sucking her nipples. Ivonne was squirming and moaning. I slid my hand down to rub her crotch thru her jeans. She spread her legs. I could feel the heat between her legs. "Carl, why don't you pull off her jeans?" He got down in front of her and unfastened them. Ivonne lifted her hips to allow him to pull off her jeans, shoes, and socks.

I pulled off her sweatshirt and bra.

Ivonne's panties were as sheer as her bra. I reached down to caress her softness thru her panties.

They were damp! "I want to get these really wet, then keep them as a reminder." Ivonne had her hips off the couch, pushing herself up to my hand. When her panties were soaked, I told Carl to pull them off.

I got down between her legs, and looked over at Carl.

"Why don't you feed her some length?" He quickly unzipped and knelt on the couch. I buried my face into her crotch as she took Carl's thingy into her mouth.

He was so excited that he soon filled her mouth with cum. I toyed Ivonne's soft edges, then found her personal place. She moaned then screamed.

I gently toyed up her juices.

I stood up, dropped my pants and shorts, and then sat on the couch. Ivonne soon had my thingy buried in her throat.

She only flinched a little when I spread some of her juices up to her sensitive place. As I fingered her tight soft place, Ivonne worked my thingy over.

I filled her mouth with my cum. Carl went to get us some coffee.

When he came back, I asked "Should we get undressed like her?" Ivonne piped up "Does that mean we're not thru?" Carl and I undressed and joined Ivonne on the couch. She had her legs spread. As we drank our coffee, our hands would caress.

Ivonne's nipples and softness were sensitive and she was soon stroking both thingys. "I want a 'DP' just like in the video! Carl my love, go get the lube please." While he was gone, I asked Ivonne if I could try her softness and then her soft place. She played with the pre-cum on my thingy "That sounds like fun!" She rolled over on top of me, and slid her wet softness down on my thingy. Carl seemed surprised when he came back and saw us playing. I pushed her off of me, and grinned "Just a little warm-up. Let's get on the floor." I told Carl to lie on his back, so we could make an "Ivonne Sandwich" He handed me the lube and lay down. Ivonne toyed his thingy then got on top of him. She slid his thingy into her softness, then looked over her shoulder at me "Be gentle please." I squeezed some lube on her little opening and worked it in, then lubed my thingy. I slowly slid my thingy into her.

Carl commented "I can feel your thingy slide in." Ivonne was moaning.

She started rotating her hips to feel both thingys. Since we'd both already had a cum, Carl and I were able to give Ivonne several orgasms before we shot our loads into her.

When I pulled out of her, Ivonne kissed Carl and then rolled off of him, and lay spread eagle gasping.

Cum was flowing out of both warmths. Ivonne grinned "WOW!" After we recovered slightly, the site of Carls length, while no longer than 6, but built like a can of beer, intrigued me. I am probably about 2 longer, but nowhere as thick.

I wanted to taste it and have it stretch my mouth. I slid off of the chair and down between his legs.

One of my hands went to his length and the other to his balls.

Ivonne smiled and leaned over and started sucking and biting on Carls nipples. As she did this, his length swiftly came to attention. As I sucked on it, I knew I had to have it. I raised up and said to him, I need this in me. Ivonne said, Let me do the honors. And with that as I got on my hands and knees she took the tube of lube and coated my softness warmth. She lovingly penetrated me with her finger lubing me affectionately. Leaning over to kiss me she said, Youre going to love it! With that, she got up and left the room as I felt Carl put the head of his length to my warmth. He reached around and played with my balls as he gently pushed.

I felt as if he were splitting me wide open. I let out a gasp as his swollen head entered me.

He held still letting me adjust.

As I raised my head up, grasping for air, I saw Ivonne reenter the room with a sizeable strap-on around her waist. I found out later that this type of strap-on had a personal place teaser under it. Ivonne got on her knees behind Carl just as he had pushed all of his length in me and said, Honey Im going to make you cum and play your eyes out.

With little hesitation, she started into Carl and proceeded to play his budding warmth for all she was worth. As Carl was shoving into me, she was pushing into him. I found myself excited beyond words with the mental site of all of this and my length was throbbing. Carl reached down and started stroking my length and telling me not to cum.

I dont know how long it went on, but I heard Ivonne cum two times and then she pulled out of Carl and got up and started to suck his tits as he was rolling her nipples between his fingers. I was so hot and I knew I was going to cum but just before I did Carl let out a loud groan and I felt him drop his hot load in me. Stay on your hands and knees he told me, as he withdrew.

He no longer was in me and all of a sudden, I felt Ivonnes hands on my soft place cheeks spreading them and then her tongue working my sensitive place. She was toying up Carls cum and then I felt Carls hot mouth taking my pulsating length. Mouth play me he said! Just as I started to mouth play him, wanting so much to cum in his warm mouth, Ivonne took her strap-on and swiftly went fully into my well-lubed and played sensitive place. As my playing of Carls mouth increased in action so did the playing of my soft place by Ivonne. In what seemed like no time I was shooting wad after wad into Carls receptive mouth and Ivonne was screaming with another orgasm of her own. Carl slid out from underneath me and I collapsed on the floor with Ivonne and her strap-on buried deep in me. Carl turned to Ivonne and kissed her giving her part of my load that he had not swallowed. Carl then sat in front of me and I took his length into my mouth wanting to taste his load. As this started Ivonne, seemingly never content, started soft place playing me again. God, it was fantastic being filled from both ends.

Soon Ivonne came again and withdrew from me. She pulled her strap-on off and stood in front of Carl as he rolled her nipples with both hands and toyed her juices. I sucked with a fury and soon Carl was able to give me a small load of his salty cum.

I happily toyed him clean and then rolled over thinking what a hell of a morning this has been. I left a little later with Ivonnes wet panties, knowing that every time I remember this a smile would come on my face.

I also was thinking, who would be special enough to bring so this could be a four-way.