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 CHAPTER 3

   She sauntered over to him and put her hands on his chest, looking
straight into his eyes and whispered in a voice we could all hear.

   "I am more than willing to comply with all of your wishes and all of the
wishes of everyone here.  You will have to promise me that you will be
gentle and treat me like a lady."

   Having said that she slowly let her hands slide down his pecks across
his flat stomach and stopped at the edge of his suit, pulling it away from
his tan flesh, she reached in and clutched his steel hard organ.

   We were standing now with our mouths open, when she looked each of us in
the eyes and then back to Ray.

   "Agreed?"

   "Yes," we whispered in unison, not wanting to disturb the mood.

   Ray bent down wrapped his arms around and kissed her gently and deeply,
as he undid the string that held her bikini top on.  It did not drop
because her breasts were pressed against his chest.

   Kyle moved around behind her and hooked his fingers in the thin strings
at the sides of the bottoms.  Slowly he peeled them off her creamy buns,
down along her upper thighs until the crotch strap finally pulled free of
her pouting labia.  He then released the cloth and let gravity do its job.

   With all that had happened in the last few minutes, I had forgotten that
I still had the camera running and had been filming the rug.  Recovering
quickly I captured Carol's descent to her knees taking Ray's spandex with
her.  The white top of her suit fluttered to the floor.  As soon as his
dick sprang free she made it her prisoner, trapped in the warmth of her
mouth.  Kyle's hands and lips had been exploring every inch of her
delicious skin.

   Careful not to disturb Carol from her appointed task, Ray slowly sat
back down on the couch, forcing Kyle to back up to make room for Carol to
push her rear towards him.

   John must have been feeling left out, so he moved alongside her and
began fondling her body.  Kyle had gotten down on his back and slid between
her knees, then spread her legs until her pussy settled delicately on his
lips.

   Kneeling I brought the camera next to her face and shifted to macro. 
Instantly her taunt red lips came in to view as Ray's cock, wet and
glistening, slid deep into her mouth, as she brought her head down
engulfing three fourths of it into her oral cavity.  I could make out blond
fuzz above her upper lip that had not been evident without the
magnification of the camera.  Ever so slowly she raised her head until the
edges of Ray's glands could be seen before she reversed direction and
swallowed him again.

   She began moving faster and I could not keep up with her movements at
such high magnification so I backed off, panned out and moved around behind
her to capture Kyle's ministrations of her lower anatomy.

   I straddled Kyle's chest and lowered the camera away from my eye until
it was level with his face, shifted to macro and moved in.  Keeping the
camera in focus was very difficult because it was hard to find a focal
point with all the movement that was going on.  I managed to zero in on
Kyle's tongue flicking her clitoris rapidly back and forth.  Juices were
running from her sex in rivulets into his mouth and disappeared as moaning
was filling the room from several sources.

   As I backed I caught John's large black finger finding safe haven in her
wet cunt, then he withdrew it, ran it up the crack of her butt and very
slowly inserted it into her asshole.  Deeper and deeper John advanced until
the knuckles of his adjoining fingers were pressed between her cheeks. 
Another, louder moan emanated from around Ray's penis as John's fingers hit
bottom.

   The big black man had hold of her left breast with his left hand as he
sawed his right index finger in and out of her rectum.

   Pressing his shoulders against the back of the couch Ray had began
moving his hips up and back while holding onto the sides of Carols face. 
She was looking up into Ray's face as he began straining with the effort of
his approaching orgasm.

   I ran around behind the couch and focused the camera over Ray's shoulder
down into Carol's sparkling blue eyes.  Faster and deeper he moved as his
release became inevitable.  Then with a loud gasp he lunged deep into her
mouth burying her nose into his dark kinky pubic hair.

   Having raised his rear off the couch and suspending it there for a
fraction of a second his loins bucked back spasmodically and then
immediately rushed forward pumping his seed down her throat.  Time after
time he spasmed, punctuating each with a loud grunt, her cheeks expanded
with each thrust.

   Then slowly Ray lowered his trembling butt cheeks back to the black
leather couch and released her head for the first time since his orgasm
began.  Carol, half humming half moaning, began the apparently delicious
task of draining Ray of any male fluids that remained.  I zoomed in as she
removed her lips from his penis and smacking them exposing a strand of
semen that was suspended between her lips.

   Smiling directly into the camera she licked her lips and said.  "Next".

   By this time Kyle had gotten from between her legs and was picking her
up.  Gently he lay her face up on the coffee table, removed his trunks and
crawled forward between her out spread thighs.

   Now Kyle is not a large man, yet his dick, as we had learned from many
showers at the gym, was disproportionate to the rest of his body.  Carol
Gasped when she saw it because nothing that size looked as though it
belonged on his body.

   On his knees, between her legs he prepared to insert his prick into her.
She reached down and gently grasped it, guiding it to her dripping pussy.
Gently he rocked forward, inserting the head into her opening, pausing and
again rocking forward, pausing, pulling back, pausing, rocking forward,
slowly, patiently, yet deliberately, he pressed his cock into her cunt. 
She groaned and pulled her knees up, spreading them wide, to the point that
his dick and her pussy were the only parts of their bodies that were
touching.

   Deeper and deeper he pressed.  You could see the outline of his organ
ripple under the muscles of her stomach as it slid inside her until the red
of his hair mingled with the gold of hers.  As he drew back her coral pink
insides clasped his cock following his withdrawal as if her cunt was
reluctant to let him go.  Her opening was stretched tightly around the
piston of flesh that was probing her deepest recesses.

   John and I began moving at the same time.  I went around to her left
side, video still rolling, settled next to Kyle and got some excellent
shots of his dick moving in and out of her.

   John had moved up around her head and leaned over and kissed her deeply
while his hands lightly caressed her exposed skin.  Tweaking her nipples
and occasionally dragging his nails up and the bare expanse of flesh from
the top of her mound across her stomach to the bottom of her breasts and
back, he would send chills through her body.  Her right hand found his swim
trunks and snaked its way up his leg until her tiny fingers clasped at the
huge appendage hidden there.

   John moved back and removed his suit.  I knew John was big, as with
Kyle, we had seen him in the shower at the gym, but none of us had ever
seen him erect.  He was massive.  I could not believe that a human could
have such a large organ.  It looked as though it had the length of a long
neck beer bottle and the diameter of the same.  Carol was grunting with
each of Kyle's thrusts as he began to intensify his efforts.  She reached
down to John's black balls and gently drew him to her mouth.  Sticking out
her tongue and licking away the pre-seminal fluid at the tip of his organ.

   Then opening her mouth wide she was able to get the head of his penis
into her mouth.  You could tell it was a strain, as her eyes were tightly
shut and her lips were stretched into a thin red line just behind the ridge
of his glands.  He could get no more in nor would it accomplish anything to
try to withdraw, so he just held it there letting the vibrations that Kyle
was sending through her body transfer to his ebony meat.

   Kyle was pounding in earnest and Carol was concentrating on the friction
and energy that was building in her cunt.  John reached down and lightly
scraped his nail across the erect button of her clitoris triggering the
beginning of what appeared would be an enormous orgasm.

   John continued to flick her button as you could see the tension in her
thighs and stomach begin to ripple.  She brought her heals around Kyle and
placed them on his butt and began driving him farther and harder in to her
core.  She arched her back as the orgasm washed over her and her vaginal
muscles clamped around the flesh that was pounding into her.

   The increased pressure was more than Kyle could contain and he let out a
long, low wail increasing in pitch and volume as the two reached their
climax together.  John's dick popped from Carol's mouth as the she seemed
to lose control of her body and she flopped around on top of the small
coffee table like a fish in the bottom of a boat.  It looked as though
someone was touching the two of them with live electric wires.  Finally
Kyle slumped forward and rested his head on Carol's heaving chest.

   I had never witnessed such an intense climax in any of my sexual
encounters and to tell you the truth it made me feel a little inadequate.
The low battery indicator had just begun flashing on the camera.  So I
nudged Kyle with my elbow and he rolled off to the floor, his penis slipped
from Carols pussy, which was gaping wide open with Irishman's sperm running
out of her body, down the crack of her ass and puddled on the comforter
that covered the coffee table.

   I got really close and macro'ed in on her exposed pussy.  I could
actually see deep inside of her.  If I had had a flash light I could have
gotten some really interesting internal views.  Next time I thought.  I
turned off the camera and sat back on my heels.  I looked hungrily at
Carol's exhausted form, wanting to attach my mouth to her soggy slit and
suck their juices from her body, but I was unsure what the others would
have thought.

   I got up, went to the bathroom and wet a couple of wash cloths and
grabbed a towel.  When I returned I caught the questioning look of John, I
shrugged.  I also wondered if John and I would have a chance for our
release.

   I glanced over at Kyle who seemed barely able to move and then at Ray
who was still sprawled out on the couch.  I then tossed Kyle one of the
wash cloths and he jumped when the cold cloth hit his stomach.

   I knelt between Carol's legs and carefully began to wipe the remains of
their coupling from her body.  After having cleaned her up I leaned over
and kissed the pink little button that was still standing defiantly.  She
reached down and grabbed my ears, pulled me up her body, kissed me
passionately and thanked me for the sponge bath.

   She searched my face and grinned, "not to worry lover, there is allot
more where that came from.  I just need to catch my breath and get
something to drink."