As we walked out of the market we ran into a woman, Mary Jo and her daughter who used to live next door to us. We exchanged pleasantries and found that she had split from her husband and was living with her 3 kids nearby. She was getting the kids ready for a weekend with their father and then she would have a quiet weekend watching it snow. Kerri said that was our plan as well. Kerri & I are in our mid 50’s and our kids are grown and gone. Mary Jo is about 10 years younger. Kerri still looks good, a few extra pounds here & there but she still turns me on. I figured we would dig out my porn collection and fool around by the fireplace while the snow came down. Running into Mary Jo though was seeming to dim those prospects however. I could see the look on Kerri’s face and she was worrying about Mary Jo being alone so she invited her to our house for dinner. Mary Jo (MJ) jumped at the idea so we were going to have company for the afternoon and evening. It was now official, no sweaty sex for me tonite and if the snow was as big as indicated maybe none for the weekend.
We got home and put all of our stuff away. Kerri told me to start a fire and we settled down to catch up of the last several years. I was in and out of the room as the girls were yapping up a storm. As I returned to the room I was stunned to hear MJ say, “he was awful in bed, it was a real waste of a big, lovely cock.” Kerri laughed and I must have come in on the end of a complaint about her Ex. Kerri looked up at me and said, “well he has a lovely cock, if not too big, sorry dear, but what he lacks in size he makes up for in effort.” That got a laugh from them both and I faked a measure of hurt.

Then Kerri told MJ about my watching her sunbath in the back yard years ago. I was getting embarrassed as she told her about my peeking. “You wore that black bikini and of course your backyard was outside our bedroom window. I’m sure if he was home alone he had a good time watching.” She laughed and made a motion with her hand like she was jacking off an imaginary cock. MJ looked up at me and said, “naughty boy”. I didn’t quite know what to do or say and I guess from my expression I was agreeing with Kerri that often I jacked off while watching Mary Jo in the yard. “I have a confession”, Kerri said. “One day we actually did it at the window while we watched you. Leaned over the window ledge and well he took it from there. “ MJ sat up and said “you’re kidding, you got all revved up over me just laying there?” I said, “well you were pretty hot laying there and she knows what a sucker I am for a black underwear. Don’t let her fool you either, she was as turned on as I was, in fact I think it was her idea.” Kerri just sort of blushed and nodded. It got real quiet and I noticed that MJ was squeezing her legs together. Kerri got up from the chair and said , “your fire is getting it real hot in here” and then she took off her sweater and left her tee shirt on. Her nipples were poking through her lacy bra and were evident through her plain white tee shirt. I was sitting on the arm of Kerri’s chair and MJ sort of squirmed to face us. Kerri has nice round large breasts with very sensitive nipples. I enjoy them a lot and she loves that I enjoy them. MJ is much smaller in the breast area but still nice as I remember from the summer bikini days.

The silence was deafening but finally MJ broke the tension by asking, “excuse me, I need to use your restroom”. When she returned it was apparent she didn’t have a bra on. Her tits moved freely beneath her red blouse that was half unbuttoned as she sat back down. I looked at MJ then Kerri. Kerri took her hand and ran it up under my sweatshirt and rubbed my back up and down, slowly. If we were alone in bed that would be a tip off that she was horny. She would snuggle up behind me and rub my back then put her naked chest on back and I could feel her nipples harden. Now I was getting hard, and it was a good thing I had blue jeans on or it would be showing. It seemed forever but it was only a few seconds and finally Kerri asked, “so are you seeing anyone?” That question was certain to get us off the sex track but MJ put us right back on it. She went on to explain that with a couple of young kids (along with Wendy her 20 year old daughter) it made dating difficult. She had a date the prior weekend and had it planned for the house to by empty for the night and she would take her friend home and see what happened. Unfortunately her daughter’s plans changed and she had friends at home. Her night of pleasure was done and she never heard from the guy after that. “I’ve sort of been on edge all week”, she laughed.

The snow was starting as we made small talk. It was really difficult to watch my wife Kerri and her huge breasts poking through her shirt and MJ with her blouse hanging open exposing her smaller but delicious looking chest. MJ got up and walked over to the fire. She looked over her shoulder and asked, “you two ever, well you know, done anything kinky, I mean besides screwing at the window watching me in a bikini?” Kerri explained that we did all sorts of things but of course kinky was in the eye of the beholder. While she looked at the fire, MJ said, “oh something like, uh well do you watch porn?” We laughed and said we watched sometimes, on cable tv, DVDs and we had even been to a theatre a couple of times. Still looking at the fire MJ asked, “Do you have any here?” Kerri stood up and walked over to her and softly asked, “Have what?” The two lovely women were just inches apart and MJ just smiled as if to say, you know what I mean. Kerri looked at me and said, “Why don’t you get the box out?” I retrieved a box of about 10 DVDs and handed the box to Kerri. She smiled and looked at MJ and said, “her ya go, find one you like”. MJ looked at each one and handed one to Kerri. It was titled “Older Women – Younger Women”. Kerri smiled and said, “Its my favorite too”. She handed it to me and I put it in the player. Kerri & I went to the couch and sat down, MJ turned and unbuttoned the remaining couple of buttons on her blouse and let if fall open, then she sat down in the chair next to the couch. The movie started. Of course the first scene was a 45+ women with a huge chest sitting next to a 20 something women and the she was attempting to seduce her. It started slowly but before long the older women had the younger ones blouse & pants off and was kissing and touching her.

MJ was biting her lower lip and squirming in her seat. Kerri smiled and said, “told you it was good, didn’t I?” I got up to keep the fire going and as I returned Kerri had removed her tee shirt and MJ had slipped her open blouse over her shoulders exposing her breasts. Her nipples were erect and the 2 of them lit by the fire was incredibly sexy. Kerri came to me and pulled on my belt and undid my jeans, letting them fall to the floor. I stepped out and stood in front of the 2 sexy women, my cock pushing against the fabric of my undershorts. We sat back down only this time all 3 of us were on the couch. Kerri & I were at one end of the sofa and MJ the other end, closer to the fire. Kerri was snuggled up close to me, I could feel the lace of her bra on my chest and her leg was swung over my leg and very close to my now throbbing cock. MJ was squirming on the couch, watching the movie then looking at us. The second scene ended (2 flight attendants getting it on at a hotel) and Kerri leaned over and kissed me, lightly at first but then her tongue went into my mouth and we locked mouths as she straddled my leg and rubbed her pussy on my leg. I heard her whimper and then sigh as our kiss broke. MJ was smiling at us and seemed to be straining to keep her hands off of herself. She quickly lost that battle and began to lightly rub her breasts circling her nipples with her fingers, then lightly pinching them, drawing them out, moaning in the process. Kerri was rubbing her leg over my cock and pressing her tits on my chest.

The next scene was about to start when Kerri used the remote to pause the action. “Already hot and horny”, MJ said not taking her hand from her nipples. Kerri smiled and squeezed my cock on the outside of my shorts and nodded. Then she asked, “I don’t know about you but I am almost at the point of no return”, then she laughed. “You ever done this before?” she asked MJ. She simply shook her head and asked “you?” “Nope”, Kerri replied, we have had a couple of offers but never had the nerve to go ahead, that was a number of years ago though. Then MJ stood in front of the fire and asked, “well how about, uh shit how do I ask this, have you ever done it with a women?” I smiled and said yes. Kerri looked at me and said, “not you dumbass, I think she means me.” Kerri got up and stepped over to MJ and said, “No”. MJ faced her and said “me neither”. Kerri raised her hands to MJ’s breasts and ran her fingers over them. MJ moaned a bit and moved her hand to Kerri’s bra covered chest. The purple lacy bra held up her lovely tits but it seemed they were about to burst to get free. MJ took both in her hand and squeezed, then let her thumbs slide inside the lacy fabric and found Kerri’s nipples. It was now Kerri’s turn to moan. Kerri reached behind herself and with one quick motion unsnapped her bra. (I’ve been with her over 30 years and still have not mastered that move.) Her bra slid down just a bit but enough to expose her nipples. She eased the garment from her and stepped closer to MJ. She took my wife’s breasts in her hands and held them for a moment, then they looked at each other and then to me still sitting on the couch as if to say, “here goes”. They leaned forward and kissed, each still holding the others breasts. At first the kiss was light then it became more intense, their tongues getting into the action. I don’t know how long it lasted but it was hot, very hot. After the kiss broke, all you could hear in the room was the crackling fire and the 2 of them panting a bit. They stood there and looked down at me, then MJ slid off her pants and panties in one move, Kerri followed and now they were both completely nude before me in front of the fire. I removed my shorts and tee shirt so now all 3 of us were ready. MJ sat down first, then took Kerri’s hand and guided her between us. It was obvious Kerri was going to be the first to get the attention. Kerri then hit the play button on the remote and the movie started again.

The next scene was a female teacher and 2 female students, (I guess you have figured out the plot for this one already). MJ began to play with Kerri’s breast and I did the same. As I said before there is a lot to play with but I was ready to go so I immediately began to suck her nipples, back and forth between them as she likes. MJ took a deep breath and after I left one tit she took it in her mouth and now each of my wife’s nipples were being sucked. By now the movie had both of the school girls sucking on the huge breasts of their teacher. Kerri was moaning and groaning and raising her ass off the couch as we sucked on her. Her hands were on our heads holding them in place. I was licking her nipple like it was her clit and I noticed MJ looking over at me. We stopped and kissed each other. Kerri held our heads together as we found each other’s tongues. Now there were sounds of the 3 of us moaning. MJ went back to work on Kerri’s breast with her mouth, but Kerri pushed my head past her chest until it was obvious what she wanted. I kissed down her stomach to her pubic mound, then I slid off the couch and knelt between her legs. MJ was sucking and watching intently. I licked her thighs and then her pubic hair, using my tongue to hunt for her pussy. It wasn’t difficult to find as her lips was open and very moist.

I started at the top of her opening and slowly licked to the bottom, that little area between her pussy and ass. I flicked my tongue over that tiny little spot and that sent Kerri wild. She cried out “oh fuck that’s it baby right there, oh yes”. I looked up through her hair and saw MJ licking her nipple but watching me. She couldn’t see precisely where I was licking, only that I was licking her pussy. “Oh baby you know right where to go first don’t you?”, Kerri said. Then she pushed MJ’s head down a bit. Kerri spread her legs wide to accommodate both of us. MJ watched as I licked up and down my wife’s pussy. MJ kissed Kerri’s thighs as I teased her with my tongue. MJ drew a deep breath and then touched Kerri’s pussy, she began to use her finger as I used my tongue. Kerri was moaning and sighing and now began to grunt and groan as fingers and tongue pleasured her. She raised her ass off the couch as far as she could with the 2 of us there and said, “my clit, please my clit”. I looked at MJ who smiled and I took her clit between my lips and sucked just a bit then started to lick. I could feel MJ’s hand on my face a bit as I began to lick Kerri’s clit. I knew from the sounds she was making that her orgasm was close and normally I would have stopped and stared again but something told me she was ready and wanted to explode. Just then I heard her cry out as MJ slid 2 fingers into her wet pussy. I looked down and saw the fingers slide slowly into her all the way to the knuckle. “Oh yes fuck me, please fuck me” she cried so back to her clit I went as I felt MJ fuck Kerri’s pussy with her fingers. In no time Kerri started to cum. When she is turned on, I mean really, really turned on she makes these sounds and she was now making them and had a death grip on the couch. She was going over the top. Its impossible to describe the guttural sounds she was making, almost something out of a horror movie but her orgasm took over and she seemed to explode. I don’t know how long she was “up there” but as she was coming down she cried out “oh fuck” as she tried to catch her breath. After a moment or 2 we climbed up on the couch again and sat next to her. We exchanged kissed, each sharing Kerri’s juices.

After a minute or so Kerri looked at us and said, “ I want to see you fuck her, I want to watch your cock in her pussy”. She reached down with one hand and grabbed my cock and let the other hand find MJ’s pussy. I heard MJ whimper loudly as Kerri found her pussy with her finger then her clit. MJ spread her legs and Kerri drove 2 fingers into her. Now it was MJ’s turn cry out. I stood between her legs and held my cock. Kerri, with her fingers still in her friend’s pussy slid to the floor as well and took my cock in her mouth. Then she pulled away and removed her fingers. I guided my cock to her opening and Kerri pulled MJ’s pussy lips apart exposing her clit. I eased into her and she was so wet it was incredible. Kerri was teasing her clit just as she would tease herself when she would masturbate in front of me. I was all the way in now and Kerri started to suck on MJs nipples as she played with her clit. The only action was Kerri’s tongue so Mj cried out “fuck me, please fuck me, I have to cum oh god I am ready”. That was all I needed so I started to fuck her fast and as hard as I could. Her legs were spread wide so as I fucked her she wrapped her legs around me. Kerri was rubbing MJ’s clit but then I felt her finger along my cock, she had slipped her finger into MJ’s pussy along with my cock, “oh shit oh shit” cried MJ as she got up on her elbows as if to see what was going on in her pussy. Kerri went back to her clit as I fucked her. I don’t know why I didn’t cum right away, but I was glad I didn’t because now MJ was starting to cum and she rolled her head to one side and bit into the sofa cushion as she came. I felt her shudder again and again as I continued to thrust in and out of her. Kerri was still rubbing her clit as MJ began to relax after her orgasm.

Now it was MJ’s turn to be out of breath and she said, “wow I didn’t realize how out of shape I was until that, Its been a long time since I came like that.” Kerri laughed and said, “yeah I might have to have the sofa recovered, you might have bit clear through it.” MJ told us she got in the habit of burying her head in her pillow when she came so she didn’t make noise that could be heard in the house. Her 20 year old Wendy embarrassed her one night telling her to try and be quiet when she masturbated. Ever since then, it’s been head in the pillow time. I was still inside her when Kerri leaned over MJ and asked, “do you talk to your daughter like that, I mean about masturbating, sex and stuff?” MJ laughed a bit and said, “well you saw her, she is quite a good looking young woman and she probably gets more than I do, as long as she is careful, well I guess it’s better to talk to her than worry about it.” I was really getting more aroused thinking about that young hot 20 year old as I was standing there with my cock in her mom’s pussy. MJ looked up at me and said, “hum, you like this mother daughter sex thing don’t you?” I guess she could feel me swell in her pussy. I was a bit embarrassed at being caught and then said, “well you were pretty hot in the back yard and I couldn’t help but think about you and Kerri as sort of daughter mother thing.”

I pulled back and slammed into her as hard as I could and MJ grunted. I did that a few times and my mind kept wandering to her daughter until Kerri leaned over to MJ and kissed her and said, “well I guess it’s his turn huh? I know what he wants.” Kerri knelt next to MJ’s head and reached down between her own legs and rubbed her pussy, then MJ reached up and put her hand between Kerri’s legs and started to play with her. Kerri let out a moan, took a deep breath and leaned over and kissed MJ’s nipples then kissed down her stomach and found her pussy. She was licking MJ’s clit as I fucked her. This took MJ by surprise and she quickly was getting hot again, much quicker this time. This time she didn’t bite the couch, she let out a cry, a long oh fuck and she began to shudder as her orgasm started. She seemed to cum a couple of times but I was transfixed on my wife licking MJ’s clit as I fucked her. After her orgasm subsided she pulled me in closer with her legs and looked over to Kerri and reached between her legs and then moved one of Kerri’s legs and slid her head between my wife’s legs. She licked her clit a little then stopped and said to me, “move around here and fuck your wife again.” I said “yes mam” and moved into place and slammed my cock into Kerri’s pussy.

The girls were in a 69 with Kerri on top and I was fucking her from behind. I was getting real close to exploding but first Kerri started to cum again as MJ licked her clit as I fucked her from behind. I started to grunt and groan and Kerri took her head from MJ’s crotch as I rammed her pussy. As I started to let go she pulled away and quickly got in position on top of MJ so their mouths were close together. I let go and the first stream of cum shot across each of their faces. Kerri grabbed my cock and squeezed it as another bit of cum shot out and Kerri caught it in her mouth. Then she stroked the last bit out and MJ licked it off the tip of my cock and Kerri’s hand. Then she licked the first bit off of Kerri’s face. After she got it all, Kerri returned the favor. Now I was my turn to be out of breath as Kerri slowly stroked my cock. MJ then kissed Kerri and they locked lips and let their tongues explore the others mouth. There was no room for me on the couch as the girls were laying there, Kerri on top of MJ. I stepped back and looked at them and they looked back at me. I had caught my breath so I looked out the window and it was snowing like hell. The TV had the scene screen from the DVD we started so it was over. I looked at the box and it was 2 and a half hours long. I told the girls how hard it was snowing and they got up and ran to the window to look out. Kerri took the DVD out of the player and said, “looks like we are stuck here for a while, let’s go upstairs and watch this, it’s really hot. MJ hopped up, grabbed all the clothes and up the stairs they went. Oh my this was going to be one super snow storm. To be continued!