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My old friend Judith from way back who I had not seen for a few years phoned me to tell me she was in town staying in the local five-star hotel. She asked if I would like to call in and say hello for coffee on Saturday at two.

I had forgotten just how attractive Judith was. At forty-five, the same as me, size 12-14, honey blond hair, slightly taller than average and bordering on voluptuous, she still had what it takes to turn heads, be it male or female.
She took great delight in reminding me of some of the male lovers we had shared at the same time a few years ago. A common thread with all of the men we shared, ‘fucked at the same time,’ to use Judith’s words, was they were all five to ten years younger than us, were well hung and could perform for an hour at the time.

She also reminded me of the fantastic lesbian sex we had together, often with a man watching.

“Guess what Mary, I am so horny and sex starved that I have a man who works as a gigolo coming at three. Would you like to stay and watch?”

How could I refuse such an invitation? Little did Judith know I was also horny and sex starved, though she probably guessed.

“Let’s have a shower together and you can help me dress for my new man,” she smiled.

As we undressed and showered I took the opportunity to ogle Judith’s body, and she mine. Long well-formed legs, neatly trimmed pubic hair, flat stomach, good firm 36c tits and her best feature according to most men, which I confirmed as she asked me to wash her back. was her voluptuous, very firm dimple free ass.

“We have very similar bodies as well as very similar sexual tastes,” Judith told me as we smeared body lotion over each other’s bodies.

“I love you teasing my nipples like that, look at the size of them. Lick them for me,” Judith urged as she teased my wet cunt lips with one finger.

“What should I wear for the man I have coming?”

“A simple choice, why not be naked, and lay face down on the bed propped on your elbows when he arrives? Your ass always looked sensational in that position. And I like looking at your ass like that. Remember how I licked and kissed it more than once while you were fucking a man while you were on top of him?”

“And what should I wear?”

“Why not one of my shirts with just one button done up, heels and nothing else? Are you excited at the thought of watching a man we have never met before fucking me while you watch? I am, I love sex with an audience.”

Right on three there was a knock on the door, “If that is you Michael come in,” Judith called out as I ogled her glorious naked ass.

We were both surprised to see a tall thin, short haired honey blond, rather attractive female enter, wearing flat heels, a light yellow two piece outfit, a short skirt with a black leather man’s belt and matching a button up jacket. She was perhaps fifteen-years younger than us with a very sexy, slightly evil looking face with blue eyes.

“I know you were expecting a man for your pleasure, but appearances at first sight can be deceptive. I didn’t expect two ladies, but I am not complaining, this should be a fun afternoon. I feel overdressed when I look at you two, where can I hang my coat,” she smiled with a raspy voice as she slowly and teasingly undid a few buttons and held the coat open.

Judith and I both gasped as apart from a short skirt she was completely naked and beautifully suntanned under the coat with well-formed good-sized tits. We both watched mesmerized as she teased her nipples with a fingertip on each.

“My name really is Michael but I am seriously bisexual and I also go by the name of Michelle. As you can see I had my boobs done but kept my best feature which appeals to both sexes.

“Would one of you ladies help me off with my skirt?” Michelle asked with her hands on her hips.

It was very obvious by now when I looked at the bulge under her skirt that Michelle had a good-sized cock under it.

I always enjoy undressing a man to expose his cock and this time was extra special with Judith watching and wanting and waiting to use his cock while I watched as we had discussed.

As I undid a few buttons Michael tongue kissed me and almost tore my shirt off leaving me completely naked as he shrugged out of his skirt leaving him completely and breathtakingly naked. Very attractive body, gorgeous long legs, well-formed thighs, good hips, firm ass and a huge cock, he was already erect and must have been nine-inches long and very thick.

“Look at the effect you two ladies have had on my cock,” Michael smiled as we watched him tease his erection with the tips of his fingers for our benefit.

“Wow, this is going to be fun, look at that cock. Never had a bi-sexual man or a tranny before,” Judith smiled as she watched Michael flaunt his erection for our benefit before she took his cock in her hand and felt the weight of it.

“Now you Mary, feel the weight of his cock. When was the last time you had bigger than that?”

Michael was obviously enjoying the attention he was receiving from two naked, very horny older women as he volunteered, “I have had lots of straight identifying men who were attracted to me as Michelle and experiences with men who were attracted to me as Michael. I have had men and women who I met as Michael and dated and had sex with as Michelle and the other way around.

“But never, two naked, very fuckable older women in the same session,” Michael whispered as Judith and he tongue kissed with his cock in her hand.

“I hope you like my ass, kiss and lick it for me while my friend Mary watches. She loves watching. Do it right and you can fuck it later while she watches.”

Judith was correct, watching Michael obviously enjoying himself as he kissed and licked Judith’s glorious ass cheeks was very exciting for me as I sat in a chair and teased my cunt lips.

“Love that big tranny cock, love it and want it, I am so horny,” Judith murmured as she held Michael’s very erect cock while he lavished her ass with his mouth and lips.

“And I love your glorious big ass, I am going to take you up on your promise and fuck it for you while your friend watches.”

Five minutes later Michael was standing teasing his erect nipples, his huge nine-inch erection the center of attention for two naked women, with Judith sitting on a chair while I was enjoying watching Judith suck his huge cock as I knelt between her legs and licked her cunt lips while teasing her nipples with the tips of a finger on each.

“Love having my cock sucked by a very sexy older woman while watching her girlfriend licking her cunt lips, love it.”

I could sense Judith was close to orgasm as she was breathing very heavily and when Michael repeated, “Love having my cock sucked by a very sexy older woman while watching her girlfriend licking her cunt lips, love it, wonderful foreplay,” I could feel Judith shaking as she groaned very loudly and had three quick orgasms.

I watched as Judith grabbed Michael’s erection and very confidently led him to the bed. “Never had a man with a cock and tits before, and what a cock, magnificent.”

“Show me what you can do with that magnificent cock, big boy. Two orgasms for me, then you can turn me over and have my ass. And make it good for Mary, turn her on while she watches.

“I love a challenge and I intend to. This is for both of you,” Michael boasted as I watched in awe as he slowly slid his long, thick erection into Judith as she moaned and wrapped her legs around him.

“Fuck me, I am so horny, I am overdue for a really good fuck, show me what a man with tits can do.”

Michael soon showed us he was a very good sexual performer as he teased Judith, and me as I watched, by almost withdrawing his cock and then slowly sliding his full length back into her.

“One more orgasm for me, then you can turn me over and have my ass. You should be very good at it,” Judith groaned as her whole body shook as she orgasmed.

“Fuck me, I am so horny, show me what a man with tits can do,” Judith repeated. “Fuck me harder, harder, harder. Love that huge cock in me.”

“Kiss my ass again before you fuck it,” Judith smiled as she positioned herself on her hands and knees.

“Mary can rub some oil on your cock and my ass for me before you start.”

I found it very exciting rubbing oil onto Michael’s rock-hard erection while Judith watched, as he rubbed oil onto her glorious ass at the same time as me, especially knowing what I was going to watch him do with it. I couldn’t help myself from teasing his cock and scratching his balls as I licked his man boob nipples at the same time.

“Lay on your back on the bed, so I can lick your cunt lips while he is fucking my ass,” Judith told me as she positioned herself on her knees and elbows.

It was absolutely awesome watching Michael's huge erection slowly sliding into Judith’s glorious ass in the wall mirror, especially when her tongue found my clitorous with her arms wrapped around my thighs.

Almost immediately Judith was making noises somewhere between a mewing and guttural noise as Michael slapped into her as she enjoyed taking all of his huge cock in her ass.

The sensation of her expertly licking my cunt lips as I watched in the mirror as Michael slid his full nine-inch erection into her glorious ass in conjunction with the noise they were making as well as Judith’s commentary had me on the brink of orgasm very quickly.

In the mirror I could see his hands holding the twin orbs of her gorgeous ass as he worked away, trying to heighten the sexual pleasure for three people, kneading and manipulating the ripe cheeks of her ass as he slid the full length of his cock all the way into her.

“Like watching this while I am licking your cunt lips Mary? He really is fucking me very hard with his magic cock.

“And I love it, especially with you watching.”

As Michael slammed into her ass the fantastic, slapping, noise turned all three of us on to a simultaneous orgasm.

After as the three of us showered together Judith teased Michael by telling him he could have me if he could get it up again. Even after he had lost his erection he must have been five or six inches long.

While we showered Judith and I teased him by kissing and licking each other while we both toyed with his erection in turn.

“I would love to watch you fuck Mary. I will help you get your erection back if you need some help. Lay on your back on the shower floor for me. I have a very good success rate with this trick,” Judith smiled as she knelt over his groin, legs apart with her hands on her hips, very much in control of the situation.

I knew what was coming, I had seen Judith do this before, she had even done it to me more than once, and it was very exciting watching her tease a man like this.

“Most men love my golden showers, how about you?” she teased as she built the tension. “I can change my mind if you want me to?”

The look on Michael’s face was one of intense anticipation as Judy played the moment.

“I want it, you are a very exciting woman.”

“Count to three for me and you can have it.”

On the count of three Judith teased some more, “I expect you get your erection back for both of us. Promise?” as she slowly urinated over his groin area, then increased the flow to a torrent.

“Like that Michael? I think so, look at the size of your cock and the look of pleasure on your face.”

While he was showering again Judith and I teased him by kissing and licking each other some more while we both toyed with his erection in turn.

He was masturbating his raging erection as he watched and obviously enjoyed both of us lick and kiss one of his nipples, then the other as Judith scratched his balls.

“Now that it is my turn, how would you like to fuck me Michael? I am very turned on after watching you fuck Judith and absolutely hanging out for a really good fuck.” I asked as I pinched both of his nipples.

Without waiting for an answer or saying a word I laid him on his back and toyed with his roaring erection as I slowly, very slowly eased my very wet cunt lips onto his full length as Judith watched.

I love being in control when fucking a man and this was no exception as I made full use of my pelvic muscles.

I motioned for Judith to come and kiss me as I enjoyed the full length of his cock inside me.

“Sit on his face Judith so we can kiss each other with his cock in me.”

Judith did, and for me there in nothing quite like sitting on and using a huge cock while another woman is watching, enjoying and tongue kissing and teasing my nipples.

I had never sat on a man’s cock with tits before and he was obviously enjoying me teasing his nipples with my fingertips then pinching them, a little harder each time.

Then I slowly, ever so slowly I built up to a most memorable orgasm.

“Watch me cum Judith, watch me, what a fuck with you watching, I am going to cum on a tranny’s huge cock,” I groaned after what must have been nine minutes in that position.

“Watch me cum Judith, watch,” I repeated as I shuddered and had a noisy and very wet orgasm.

I notice Michael still has a rock hard erection as he stands up and Judith walks over to him and runs her hands down his chest, then toys with his erection.

“Would you like a hand job to finish you off? Do I have your permission?” she teases, not waiting for an answer.

I look at him and I can see he appears to be very keen on the idea as he teases his roaring erection with the tips of his fingers as Judith strokes his full length with two hands.

At the same time, I stood behind him and teased his nipples.

“What else would you like?” I teased.

“Get the belt I was wearing, double it over and beat my ass with it.

“Do it harder, much harder, I love it with an erection,” me moaned as Judith and I did just that.

“You need to tell us what you need. Your cock is still rock hard.

“Beat my ass with the buckle end, hard, harder, I love it,” he moans.

I watch as he barely manages to mumble, ‘yes’ as he holds Judith’s hands and guides them along his throbbing cock.

“Wow, fancy that, what a turn on,” Judith smiles.

“Now beat me really good and very hard. Don’t hold back.

“Love watching you two in the mirrors and I can see my cock sliding in and out of your hands in the side mirrors,” he purrs as we get into a rhythm, “Love it.”

As we both pleasure him, that is enough to tip him over the edge. We can both hear him shout and scream, “Oh fuck, I’m cumming, I’m cumming, I’m cumming,” as his whole body shudders and he shoots across the room.

After he left, Judith and I showered together and had the most wonderful lesbian sex. However, that is another story.
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