Note: This story was dynamically reformatted for online reading convenience.
 
 Author: Donato
Title: The Photo Shoot
Part: One
Universe:
Summary: An erotic tale of two mature women who encounter a "fashion"
photographer
Keywords: MF, cons, oral, anal, orgy, multi racial
Language: English
This a copyrighted original work and the exclusive property of the
author.  You may use this work for your personal use only.  If you wish to
use it, or a portion of it for any other reason, please contact the author
for permission.  This is a work of fiction written for mature audiences
only and if you are not 18 years of age please do not go any further.  The
author hopes you enjoy it and if you have, or have a particular plot you

would like to see developed let him know at senator59@yahoo.com.



   I'd like to try a little something different with this piece/ If you
like it, and have an idea about what the next part should be, please email
me at senator59@yahoo.com.  And thanks for reading!

   PART ONE

   Don was a last minute invitee to the annual AIDS Charity fund raiser and
felt kind of our of place.  His occupation was a little suspect but no one
there knew him so he thought he'd just mingle with all the blue bloods and
pretend he was legit.  Nothing could be farther from the truth.  Don you
see, was a "glamour photographer" which is a fancy name for a guy who
shoots nude photos which some times turn into porn.  Oh, he did do a lot of
fashion stuff and his name was known for that, but his secret love was
shooting porn.

   Many a porn photo shoot turned into an all out orgy before the camera
and Don occasionally got to join in.  He had fucked some of the hottest
stars in film today.  To name a few, Raquel Darien, Jenna Jameson, Lana
Lotts, Lisa lips, Amber Lynn, and Gina Lynn to name a few.  Many of the
older stars did not do film anymore due to the risk of disease but camera
work was still relatively safe since it was mostly simulation but, every so
often the action got a little too hot and whole scale fucking was the
result.

   He would always the greatest fuck of his life and that came from forty
something Amber Lynn.  As they say, she could suck the chrome off a
Peter-Bilt bumper and fuck, well, there was nothing to describe what that
woman could do with her pussy.

   But, here he was, making small talk with a group of forty-something
society babes and oddly enough, enjoying it.  Actually, he was mentally
undressing one and imagining just what they looked like under all that
finery.  He was particular attracted to dark haired lady who had introduced
herself at Anna.  She was very animated in her demeanor and was quite
interested in photography herself and specialized in floral treatments. 
The two left the group and sat on a very plush sofa that placed them quite
close.  Not touching, but he cold smell her divine perfume.

   "So Don, do you just do shoots of high fashion or are there other areas
you like?'

   How do I answer this one, he thought?

   "Actually Anna, I do fashion and Glamour"

   "Glamour, how do you mean?"

   'Oh only for certain clients who want those "intimate" shots for their
husbands, or boy friends."

   "Really?  Just how intimate?"

   "Very," was his response.  He hoped he had not scared her away.

   "Oh, I see, very interesting," she said, with a small smile spreading
across her luscious, ruby lips.  "You know, I'll let you in on a little
secret of mine.  I have lways wanted to have a nude study of me for George
but have never known how to go about it."

   Wow, he thought, what an opening, hope I can land this one, she is
gorgeous and I can just imagine is a s hot as she looks.  "Why don't you
drop by my studio sometime and I'll show you some of my work and see if
you'd be comfortable with it?"

   "Oh.  I'd love to!  Can we do it some time next week?"

   He thought a moment, "Yes, I am totally open all day Wednesday."

   "Wonderful, how does four o'clock sound?"

   "Perfect, here's my card, I'm on the West Side.  No need to call, only
if you will not be able to make.

   "Terrific, oh I have wanted to so something wicked for years." She said
as she pecked him on the cheek, stood, smoothed her skirt and filtered into
the crowd.

   Man oh man, he thought, this was going to be great.  He would have to do
a major cleanup but he had five days to do that and figure out how he was
going that beautiful body nude and on his couch and on film.  And who
knows, if she wanted to do the full porno thing for good old George she
just might get hot enough for him to take a shot at her.  She certainly had
a body die for and was beautiful as well.

   The days flew by as he prepared his studio.  He insured that he had a
proper dressing room fro her, not the usual linen screen that he usually
used.  He had about a dozen or so of Victoria's Secret outfits in varying
colors and sheerness and was pretty sure he had sizes to fit her.  He was
not sure of bra size though, he estimated her at a C cup but could only
guess.  The thong outfits were all one size fits all so no problem there.
He had stocked some chilled white wine to loosen her up and had carefully
arranged his glamour album so it started out with very casual photos and
slowly progressed to the soft porn.  He did not put any hard core in but
had it handy in case she wanted to see it.

   The day arrived and he found he was walking around with a hardon waiting
for her arrival.  The phone rang about an hour prior.  "he answered, "Hi
Don, its Anna." His heart fell to the floor and his dick went limp.  She
was canceling.

   "Uh yes Anna, are you still coming?" ha asked furtively.

   "Oh of course but I wanted to know if I could bring a friend, Carol Ann,
she is also interested in glamour photography".

   Hah, he thought, safety in numbers must be the game.  "But of course,"
was his reply, "I have enough chilled Chardonnay to go around."

   "Oh good, my favorite, see you in a few minutes."

   Oh well, he thought, guess I won't get any today, might as well as enjoy
the view.

   About twenty minutes laterthere was a knock on the door and when he
opened it, he was taken some what aback when he saw Carol Ann.  She was
stunning.  Shoulder length natural red hair, huge green eyes, and an hour
glass figure that seemed to just scream, fuck me.

   "Come ladies and welcome to my studio.  Please have a seat and I will
get us some refreshment." He left the room for a few minutes and
re-appeared with a chilled bottle Chardonnay and found the two women
engrossed over the album he had strategically placed so they would be sure
to see it.

   "Ah, I see you have found my work.  Do you like what you see?"

   "Yes, "they responded simultaneously, but," said Carol Ann,"we are a
little nervous about this.  The photos are a bit racy."

   "Well, Anna said she wanted to be naughty, and I can let her be as
naughty as she wants."

   "Actually," said Anna," I was thinking of something a a bit more
"intimate" if you know what I mean."

   Witht that comment, Don produced his second album.  It contained soft
porn but only of women.  There was no hard core content.  He wanted to see
how far these really wanted to go.

   The two women turned the first page and Anna's eyes lit up.  It was a
photo of a leggy blond, legs spread and cupping her breasts for all to
admire.  As they flipped the pages the pictures became hotter until at the
end there were a few lesbian scenes and one or two with the models fucking
them selves with dildos.  The last one was two gorgeous women on the floor,
pussy to pussy with a two headed dildo stuck in each's cunt.

   He could see that their breathing had increased and they were indeed
getting flushed at the sexuality pictured in front of them.  He offered
them more wine to cool them off a bit.  Each gulped down the glass which he
quickly refilled.  He wondered, was now the time?

   "Wow," murmured Anna, "these are hot, but ah, uh, aw, I don't know how
to ask this."

   "I think I know what you have on your mind and the answer is yes.  Would
you like to see some of my hard core stuff?  I must warn you, it is very
graphic.  Are you prepared for that?"

   Both women nodded their heads as he brought out the third album and
placed it in front of them.  Carol Ann tentatively opened it to the first
page.  Dom had carefully sequenced the photos such that it played out as a
movie as they turned each page with the last showing the cum shot.  The
first photo showed a very pretty blond kneeling in front of a well hung man
holding his semi-turgid cock in her hands.  "Umm, " they both whispered. 
They turned to the next page and the same couple was depicted only this
time she had placed her tongue and his now hard cock.  The women squirmed
in their seats a little as they quickly went to the third page and the
blond e had engulfed the hard cock completely in her mouth.

   Page after page went by as the women became noticeably excited.  When
they saw the picture of penetration they both groaned semi-silently.  Don
knew it was time.  "Ok gals, who wants to have their photo shoot?"

   "Uh, if its all the same to you, we would like to have the shoot of both
of us together," said Anna.

   Better than I hoped, they are into each other, he thought.

   "Fine, would you like to start dressed, some lingerie, or nude?"

   They looked at one another and nodded to each other, "Nude, I think, "
said Carol Ann.

   Perfect.  'OK, get undressed and I'll pose you on the couch, which opens
into a bed, if you like."

   "Open it up and then you can pose us."

   "There are some robes in the dressing room, if you'd like to use them."

   They were in and out of the dressing in a flash and each had on a silk
robe tied at the waist.  He could see their hardened nipples thru the sheer
fabric and knew this would be a great shoot.  In the back of his mind was
the thought he might get as little after all.

   "Ok, sit on the edge of the bed looking at each other and Anna place
your hands on Carol's shoulders.  Yes, that's it, now I will be shooting
continuously and you just start to do whatever comes into your mind.  Its
all digital and we can edit out whatever you don't like afterward."

   Anna slowly let her hand drop to Carol's breast and rubbed tentatively
on her hard nipple.  Carol moaned softly as she softly did the same for
Anna.  Don's cameras were on auto so he just stood behind them and enjoyed
the scene unfolding before him.

   The women went slowly at each other, kissing lightly and then letting
the robes fall to their waists.  Each had gorgeous tits and he didn't know
which set he liked better.  The cameras hummed away taking shot after shot
as the women started to get into it.  They sucked each others nipples and
caressed each's breasts.  Carol stood and let the robe fall to the floor
and Anna wasted no time in placing her mouth over Carol's shaven pussy. 
Carol groaned audibly now and fell back on the bed, legs spread wide.  Anna
shed her robe and crawled between Carol's legs, licking and lapping all the
way to Carol's soaking cunt.

   Goddam, thought Don, this is hot.  He rubbed at his hard crotch.  His
cock ached to be freed and he could feel pressure build in his balls.  But,
he thought, gotta cool it, can't scare them away or make them angry, heaven
forbid.

   The women had turned on each other and now ere engaged in a sensual
sixty-nine.  Each licked and sucked the other's pussy, savoring the sweet
scent and tastes.  The moaning was now at a high level and Anna was the
first to cty out, "Oh my God, I am cumming!  Oh Carol, yes, yes, yes,
yessssssss....." and she bucked her pussy into Carol's face as suddenly
Carol's body stiffened in and mind blowing orgasm.

   "Oh fuck yes, oh fuck, oh, oh, let me cum, yes, yes, oh fuck, oh yeah,
that's so good.......!"

   Don couldn't help himself.  His fly was unzipped and his cock was out
and he was stroking himself when Carol turned and saw him and smiled.  He
didn't need an invitation and quickly was on the bed with his cock deep in
her mouth.  Anna got behind him and began to lick his asshole.  And the
camera whirred on.  He felt like his balls would burst with the pressure
and he said, "I think I'm gonna cum...".

   With that the ladies lay before him jerking his cock waiting for his
ejaculation.  He looked down at them and knew they wanted his spunk so he
jerked at his cockhead and aimed it their faces.  In a moment he felt his
cum spurt forth from his cum hole directly at their eager faces and both
had opened their mouths so he directed his hot stream right into their
eager mouths.  His cum shot forth and filled each of their mouths as he
jerked himself as hard as he could.  He looked down as the last of his
stream dribbled across their faces.  They were covered in his hot, sweet
cum.

   Anna turned to Carol and with cum dripping from her mouth, kissed Carol
deeply her tongue pushing his cum deep into her throat.  They broke the
kiss nand then Carols knelt over Anna and let the cum drip from her mouth
back into Anna's waiting orifice.  Each woman swallowed what was left of
his jism.  They then focused on his still throbbing hardon and licked the
vestiges of his massive orgasm.  And the camera clicked on.

   He looked down at them licking and sucking on his now spent cock and
wished he had rammed it in one of their pussies but hey, a blow job is
good.

   After a few minutes, he said, "Ladies, would like to view your photos?"

   "Yes!", they responded enthusiastically erasing any doubt he might have
had about them.

   He stuffed his cock back in his pants while they donned their robes and
refilled their wine glasses.  The three of them took a seat with him in the
middle as he remotely began to play out the photo session on the fifty inch
plasma monitor hanging on the wall.

   One by one the pictures clicked by and he could feel them move closer to
him.  The pictures were getting them hot all over again and slowly they
inched their hands onto his crotch and began to rub his cock back to life.
Carol began to kiss his neck as the pictures grew hotter and then whispered
"I've to get to get fucked, will you fuck me with beautiful prick?" She
opened her robe and slid down on the couch and began to finger her pussy.

   Don stood and let his pants fall down to his ankles as Anna took her
eyes from the pictures and began to suck him to firmness.  Her mouth was
hot and worked its magic on him as he felt his cock grow to its full
length. She looked up and said, "Go ahead, fuck her but save some for me."

   He stood before Carol Ann as she spread her cunt lips wide to accept
him. He pushed his cock gently at her soaking pussy and its head slipped
right in.  "Oh yes, that feels so good, That's what I need a good stiff
prick entering my sweet twat.  C'mon, Don, give me some more," and he slid
his prick all the way into her.  He began a slow fuck wanting the both of
them to enjoy it.  Her eyes were closed and she was whispering, "Yes, yes,
oh fuck me, yes, oh fuck me more...."

   Ann got behind Don and on her knees and spread his ass cheeks wide and
began to rim his asshole.  She had lubed her finger with her pussy juice
and pushed it into his ass.  He groaned as she began to finger fuck him. 
He began to fuck Carol harder and harder as Anna fucked his ass harder. 
She could feel his body start shudder with orgasm and pressed against his
prostate to prevent him from shooting his cum.  He orgasmed but she held on
no cum erupted from his prick.  Carol meanwhile felt him grow super hard
and actually thought he had cum so her body reacted involuntarily and she
shook with a power climax.

   Anna pulled his cock from Carol's pussy and began to suck him again.  He
was amazed there was no cum dripping from him and that he was still hard
and firm.  While she continued to work her finger in his ass.  She pulled
away from him and lay on the floor, legs spread, "My turn now, lover, fuck
me with the great cock of yours and he buried himself in her, fucking for
all he was worth.  He didn't want to stop, this was too fantastic.  He
fucked her hard as he fucked him back and he could feel his urge start to
build again.  "I'm gonna fill your hot twat with my cum, are you ready?"

   "Don't talk, just fuck me, let me feel your load shoot deep in me " and
he let his load go, filling her with his hot seed.  He continued to drive
his cock as deeply as he could, forcing as much of his cum into her as he
could.  She thrust her pelvis to meet him and groaned as her orgasm took
over.  Her body stiffened in one final shudder and then she lay quiet.

   Carol Ann said, "Wow, that was the most intense orgasm I have ever seen,
er, guess it was the only one I have ever seen."

   "Yeah, she was really into it," replied Don.

   "Hey, any film left?"

   "Well, its not film, its all digital, all I need do is put another chip
in and we can shoot some more.  What did you have in mind?  Something
special?"

   "Yes, but I don't think you're ready for this.  You'll need a nice stiff
rod and you have already cum twice."

   "You're probably right, I do need some time to re-charge my balls, Ha Ha
Ha."

   "That's OK, Anna looks kind of spent anyway.  Let's do it another time.
How much do we owe you for the photos?"

   "Oh, nothing yet, I have to frame and crop them and make you an album
from the proofs you pick.  Why not come over next Tuesday and I'll have a
layout for you to pick from.  Maybe then we can do your "special"."

   They looked down at Anna and she smiled in agreement.

   "Fine, next Tuesday it is."



   The Following Tuesday

   Don had a beautiful job of sorting thru the photos, printing them, and
arranging them in a chronological sequence that was sure to please the two
women.  He also had a second album of another person who was a porn star
and had come to him for some portfolio photos.  This man was known as Lex
Steele and was renown for the size of his cock.  He told Lex about the two
horny and good looking forty somethings and asked him if he would be
interested in a little four way if he (Don) could pull it off.  Lex had
agreed and would be in the background until called for.

   The women arrived at Don's studio around 4 PM and looked hot to trot. 
Don took one look and remembered Carol Ann saying she wanted something
special when they came back.  He wondered just exotic perversion she had in
mind and hoped it included him.

   "Ladies, welcome, come in, please sit down, everything is ready.  Wine?"

   "Of course Big Boy," replied Anna lasciviously and gave him a
mischievous wink.  Carol Ann grinned her beautiful smile and just licked
her lips lightly.  Don could feel himself start to get hard just looking at
them.  Carol Ann had on a tube top and tight fitting jeans.  She had
obvious implants and her nipples jutted thru the knitted fabric divinely.
Anna wore a loose blouse but the tightest white shorts he had ever seen. 
Her Venus mound was quite prominent and he could see the outline of her
large labia.

   Without any preamble the ladies sat and began to flip thru their album.

   "Oh my, aren't we wicked, um, look at that, wow, is this hot or what?"

   "My God Anna, we look like two middle aged porn queens.  George will
just flip when he sees you eating my pussy and wow, look at you sucking
Don's gorgeous cock!  God, I think I'm getting wet just looking at us."

   "God, me too," was Anna's reply as she rubbed at her crotch.  They went
thru the album and then noticed the second book.  "Hey Don, what's this?"

   "That's a shoot I did the other day.  See if you like it."

   They opened the album together and there was an audible gasp from each
as they gazed on Lex's magnificent body and in particular, his cock.  Lex
was posed in a classic Greek god pose in full flex but his cock was soft.
Even soft, it was spectacular, about ten inches long and two inches in
diameter.  His body was muscular and his head shaven.  The women flipped
the pages hoping to see that huge cock erect, but that was not to be.  Don
did not put any photos of Lex erect on purpose.  He wanted the ladies to
ask for it.

   "God, what a cock, I just wish he had a stiffie", said Carol Ann.

   "Me too," echoed Anna.  They both looked at Don.  He smiled.

   "Ladies, if you'd like to see the biggest cock in porn hard, you will
have to do it yourselves.  Lex, can you come in here?"

   Lex walked into the room, a confidant smile on his handsome face, his
cock swinging in front of him.  He was totally naked.  Carol and Anna's
eyes opened wide as they let their gaze roll over him.  He reached down and
held his huge, soft cock for them to inspect.

   Neither women was quite sure of what to do.  They were basically lily
white in their backgrounds and most assuredly had never seen a black man
naked much less one holding out a monster cock for them to inspect.

   "Problem, ladies?  Never seen a chocolate stick like this before?"

   The two women looked from each to him and to his cock, not sure of how
to reply.

   He continued, "You know its true, once you've had black, you never go
back, hahahahah...".

   They whispered to each other "Carol Ann, I will if you will but we have
to do it together."

   "OK, but what do we first?"

   "I guess just take his cock in our hands and play with it a little. 
What do you think?"

   "I'm dying to see it hard and would love to feel it inside me, but I
guess that's too much, right?"

   "Oh of course, the very thought of fucking a black man is repulsive to
me."

   "Yes, me too.  Let's just play with it a while."

   The two women rose and knelt on either side of the black Adonis and each
reached out to touch the proffered penis.  As soon as their fingers made
contact, Lex let go so they would be in control.  He was curious what these
two white bread chicks would do and Don was secretly video taping the
entire event.  Lex's cock began to stir as the women ran their fingers up
and down its length, Carol grasped it wither entire hand and exclaimed, "Oh
my." She began to rub it up and down and it began to rise somewhat.  His
prick was so long that even when he was fully erect, it still hung down but
when hard, it was very hard.

   Carol could feel the blood starting to fill the huge cock as it swelled
in her hand.  She placed her second hand on it while Anna caressed his
balls and played with his ball sac.  Carol begin to jerk him off as his
dick hardened.  It grew another two to three inches as he became turgid. 
Carol Ann could not control herself as she slipped the massive head between
her ruby red lips.  She could taste a trace of his pre-cum as she swirled
her tongue around his cum hole.  He tasted sweet.  As he groaned in
pleasure, it emboldened her to take more into her mouth but she could only
fit three or four inches.  She began to jerk and suck hungrily.

   Meanwhile Ann sucked one of his balls in her mouth as she sucked on his
ball sac.  She rolled the globule around with her tongue and began to
finger his ass.  God he's hung like a horse, she thought to herself.

   Lex let them minister to him and knew he could outlast anything hey
would try.  He had fucked over three thousand women in his porn career and
two amateur housewives would certainly not get the better of him.  So he
let them have their fun.  What he really wanted was to fuck each of their
asses, but that would have to be seen.

   Carol Ann was really getting hot as she sucked Lex's cock.  She had
pulled her tube top down so he could fondle her tits while she sucked him
off.  She kept pumping his cock with one while she rubbed her pussy with
the other.

   Not believing it was she talking, Anna heard her say, "Oh Lex; please
fuck me, I've got to feel that huge cock in me!" Anna figured why not? 
Who's to know, just Don and he was their personal confidant now.  So, she
began to pull off her clothes as Carol stood and dropped her jeans and
stepped out of them and headed for the bed, Lex said," Carol, most women
cannot take a cock this large so you had better got on top of me so you can
control the level of penetration."

   Lex lay on the bed and held his magnificent tool upright as Carol
straddled him, looked at Anna who nodded, and began to lower her wet pussy
on his burgeoning cockhead.  As soon as he split her lips she knew she
could not take it all.  But she would cram as much as she could into her.

   Lex felt her tightness and loved it.  All he ever got to fuck were the
Pea Coat Sleeves of tired porn queens.  Now this was a pussy!  He pushed up
gently as she lowered herself ever so slowly.  "Oh my fucking God, he is so
huge, oh Anna, I think I'm gonna cum already and her body shuddered as the
first orgasm hit her.  Her cunt contracted on his cock and he loved the
feeling.

   "Oh baby, give a good fuck, yeah, tighten that cunt, oh man, that's so
good."

   Lost in the throes of orgasm, Carol bobbed up and down on his pulsing
cock, hoping he would cum, but that would never happen.  Lex was a master
fucker and he came when he wanted.  He drove his cock as far as he could
and she screamed in pain so he eased off.  Anna got on the bed and lowered
her dripping cunt on his face.  "C'mon Studley, eat my pussy, make me cum
too."

   Carol could feel more and more of his huge meat entering her and she
relaxed her cunt as much as she could but she was still orgasming and could
only cry out in pain as he assaulted her innards.  "No, no, please no more,
I can't take any more...." And she lifted herself off and fell on the bed
beside him.  As soon as he brought his pole upright, Anna was astride him
spreading her cunt wide and feeling him enter her.  He pushed as he felt
she was a little looser than Carol and six inches slid smoothly in.

   "Oh fuck baby, that's good, take some more of me," he groaned, feeling
the hot wetness envelop his pulsing hardon.  "Yeah baby, good," as another
two inches slid in, "Oh fuck, you're better than any porn queen, take it
all you fucking slut," and he jammed himself into her as she squatted with
all her might.  His cock was deep in her cervix and she could feel it
pressing against her diaphragm making it difficult for her to breathe.  Her
breath began to come in short gasps and finally she screamed "Take it out,
I can't breathe, please take it out...." And with that, Lex withdrew his
throbbing prick.  He actually wanted her to take all of him and he wanted
cum, but that was not to be.

   Now both women lay on the bed, coming down form the sexual high they had
both experienced.  Lex knelt on the bed between then stroking his cock to
keep if hard.  He said, "Ladies.  I know you want to get off but I need to
be deep inside yo to do that.  I have found that the only way most women
can accommodate me is to let me fuck them up their ass.  Would either oif
you be willing to try that?  I really want to fuck you let my cum shoot
deep in you."

   Neither of the ladies had ever experienced anal sex and both were
initially reluctant but as they whispered among them selves they convinced
each other that this might be the only time they could experience anal sex
and with a stud like this, who was to know?  Meanwhile, the video recorder
continued to record the entire scene.

   "Will it hurt?"

   "Only at the very first, its like when you first lost your cheery. 
Think you can handle that?"

   Both ladies grinned and nodded.  Losing their cherries was one of the
best fucks both had ever had.

   "OK, now you have to pick who the lucky lady will be since once we
start, I won't be able to stop.  What I suggest is we act out a scene from
a film I did.  I will lie on the bed and grease up my cock to make entry
easier, the lucky one will straddle me and control penetration as we did
before.  The other lass will get between my legs and lick the other's pussy
while we are fucking.  There should be plenty of cum dripping out her ass
so you can get a good taste.  Are you game?"

   Both the women nodded agreement.  Don interjected with "Might I suggest
that I fuck the second lady from behind so she at least gets a good fucking
from me?"

   "All right, now we're talking ," said Anna.  "Pick a number a number
between one and ten Carol."

   "Six"

   "Hah!  I win," cried out Anna as she watched Lex generously lube up his
hard pole.  He lay on the bed and waved his cock around beckoning to Anna
who was just about drooling at the sight of it.  She climbed up on the bed
and got astride him, facing away (giving the camcorder a great view) and
began to lower herself on him.  She spread her ass as he smeared some lube
on her asshole and gently pushed his hard cock at her.

   The head of his cock was smooth, shiny, and black as it pushed into her.
She moaned as she felt her rectum stretch to receive him.  She winced at
the sharp pain as he entered her and there was a soft "pop" as the head of
his prick slid past her sphincter muscles.  "Ohhhhhhhhhh............" she
moaned, "Yes, just like popping my cherry but oh, so much hotter."

   She slowly slid up and down his stiff cock and he let her maintain
control not wanting to rush her.  She was so tight and he knew he would cum
in her.  He could not help himself with an ass fuck this tight.  She felt
good!  Up and down she went, slowly, taking a little more of him each time.
He had about eight inches in her when Carol got on her knees and began to
lick Anna's pussy, savoring her sweet cunt juice as it flowed from her. 
Carol used her fingers to spread her labia wide and began to lick at her
clit.

   Don then got behind Carol and smoothly slid his cock into her dripping
pussy with no preamble.  He just wanted to fuck her, pure and simple. 
Carol felt him ram his stiff cock up her and pushed her ass back to meet
him while tightening the walls of her pussy to give him a nice tight fit.
He began to hammer her with piston like strokes which made her suck Anna's
clit all the harder.  Anna kept sliding down Lex's greased cock and could
feel him expanding her insides.  It was an incredible feeling, so much cock
buried deep in her ass, her pussy being gorged by her best friend and the
sound of Don's stiff prick beating a steady tattoo on Carol's cunt.

   "Oh yeah baby, let me fill you up with my black pole.  Can you feel it
deep?"

   "Yes, oh yes, it so deep and huge, fuck my ass Lex, yes, fill my body
with your gorgeous black prick, oh yes." And then, he was in, buried to his
balls in her as she sat on his flat stomach and rocked back and forth on
his big, hard cock.

   "Oh baby, you're there, oh that's soooooooo nice now slide up and down
my cock, fuck me good, and make me cum.  I want to fill your ass with my
hot cum."

   "Oh lex, oh, oh, its so good, I can feel you deep in me," and Anna began
raid up and down thrusts on Lex's cock.  She could feel herself about to
cum and she let loose with a scream as she did, "OHHHHHHHHH FUCK YES!  I AM
CUMMINGGGGG!"

   That was all Lex needed and he released his jet stream of cum deep in
her.  She continued to ride his pole as he pumped her full of his cum. 
And, as he said, it began to flow from her ass and was lapped up by Carol
Ann and then Don shot his load deep in Carol Ann's pussy.  "Um, yes, oh so
good, keep cumming Don, oh Lex, you are so sweet, I love your cum".

   Don with drew his dripping dick from Carol Ann and began to jerk himself
off as he knew he could shoot again.  He pulled Carol from Anna's dripping
ass hole, and insuring the camcorder had a good shot shoved his cock deep
in Carol's throat.  "Umpf, oooof, ahhg," gagged Carol as he rammed his
ready to shoot prick down her throat and then he came.

   "Ah fuck yes, suck my cock, drink my cum you hot slut, yeah, drink it
all."

   Carol absorbed as much as she could and then began to gag so he
withdrew, cum still dripping from his cockeye and he rubbed it all over her
face as she licked at her lips.  "Cum tastes good doesn't it Carol?"

   "Oh yes, I never sucked my husband's cum but now I sure will.  Its
great! I can't wait to suck him dry tonight."

   Meanwhile Anna was still lost in a sexual frenzy riding up and down
Lex's huge cock.  All thirteen inches were buried in her ass and she was
loving it but Lex was going soft.  This was one of the best ass fucks he
had ever had.  Slowly his dick slipped from her enlarged asshole and the
remainder of his cum flowed from her.  She reached down with her fingers
and brought the goo to her mouth, wanting to taste it herself.  "Umm,
sweet," she said.  "My old man is gonna get some surprise as well," she
grinned.

   They all had a good, long, but tired laugh.

   About an hour later as they were saying their goodbyes, Don said, 'Uh
ladies, there is the cost of your album.  Its $500.00."

   "No problem Don Sweetie," as Carol peeled off five new hundred bills,
and Lex, here's a little something for you from the two of us provided if
we ever meet again, I get to ride your pole up me ass," and she gave Lex
$200.00.

   After the girls were gone, Lex asked if Don had got it all on tape.

   "You know it pal and are we going to have some fun with this.  Come on,
lets go out and get some dinner and figure how to parlay this into
something really good.

   TO BE CONTINUED