Note: This story was dynamically reformatted for online reading convenience. I Held Her In My Arms and Enjoyed the Look on Her Face It was great! We had been trying to set something up with this guy who'd been separated from his wife, but it just wasn't happening. Either our schedules wouldn't click, or my wife's interest would fall off. She also felt a bit bad about wanting to fuck this guy, because when he was together with his wife we were all friends. No sex, just friends. Anyway, skipping all the boring stuff, one evening we end up in his apartment. He was not really sure how the proposed threesome was supposed to go, but after having some drinks, he popped a porn in his DVD player. Oh my! To think he had a DVD of MMF threesomes cued up... such a coincidence! LOL. Anyway, we were sitting on his couch, the scene was unfolding on the screen, and my wife sat back and got comfy. She didn't do anything, so I started to rub her leg a bit. He saw me doing that, so he did the same on her other leg. Once she started to breathe heavily, there was no stopping me or him! So I moved my hand up to her one tit, and he started massaging the other, as she was back and forth between watching the screen and closing her eyes. I kissed my way up her neck, and then kissed her deep. She started shoving her tongue in my mouth as far as she could. Our friend was wanting some of that action, and since I didn't want to deprive her, I moved back to her neck. He took almost a second before he was tonguing her mouth, and she let out a nice low moan. I wasn't sure if it was his kiss or my hand on her pussy, but she moaned. I started to unzip her pants as he was removing her top. She was deep back in the couch, getting into it! At that point both he and I were still fully dressed, so he said, "Let's take this someplace more comfortable," and I thought `THANK GOODNESS!' He got up and headed toward his bedroom. She looked at me, smiled a little, and said, "Well, I guess we can't keep him waiting!" We followed him into his bedroom. Once we were inside, we were all shedding clothes and moving around on the bed, into a bunch of tangles. We started with he and I sitting back against his headboard, while my wife switched between sucking our cocks. She was really getting into it, and she started to finger herself as she sucked us off. What a sight! A few minutes into her sucking us, he said he needed to taste her pussy, so he scurried down to the foot of the bed. As soon as his tongue hit her pussy I could tell! She just stopped sucking me, and drew in a big gasp of breath! As he continued to eat her, she was sucking me. Every so often she'd stop and lose herself in his actions! It was so HOT to watch her face! She'd be sucking me, and then her face would contort a bit, and then she'd start sucking me again. That went on for a while until she had a nice orgasm. Since she was dripping wet by that time, he took his place and moved up behind her in a laying-on-her-belly doggy position. She was sucking my cock when the tip of his cock started to slide inside her. It was hot! She stopped sucking me and laid her head on my stomach while he began to slide in and out of her. She squirmed up a bit, and her head was on my chest. She was close enough for me to hold her in my arms, but far enough away where I could watch her face. It was nice to see her ass get pounded into by his stomach, while he was slipping in deep and hard!! That went on for a while with him pounding her, as she was squirming in my arms. It was great. As I continued to hold her in my arms, and he continued to pump in and out of her, she orgasmed. Then she begged him to cum inside her! He didn't last long once she started telling him to cum, so he did. He filled her up with his cum. Then it was my turn.