From: spad@netzone.com
Newsgroups: alt.sex.stories
Subject: Becoming Bi
Date: Sat, 10 Feb 1996 16:21:37 -0700

			 Henry, Annie, and Me
		   An Autobiographical Experience
				 by
				 Spad
			       Part One

	I'd known them for about three years. Henry had installed some
new plumbing fixtures in my fitness center. We'd talked and sort of
hit it off and began to see each other socially. At first I'd been
married but then my wife and I divorced. My ex skipped the state to
avoid prosecution for embezzling money from the business but my
friendship with Henry and Annie grew closer as they looked after me
during the traumatic legal battle.

	They were both about my age, 44, with Henry being a year older
and Annie a couple of years younger. He was taller than I, almost six
feet. With graying hair, a slim build and blue eyes. Annie was
shorter, about five-four.

	With a great figure. Her breasts were outstanding. Her nipples
must have been large because they always protruded no matter what she
wore. In her bikini, they were mouth-watering, to say the least.

	One Saturday Henry and I were riding around in his truck,
running errands when he casually asked, "What do you think of Annie?"

	"Hey, Annie's great, the best. You're a lucky guy.

	"You ever think about making it with her?" This question was
as casual as the first, but I was stunned. How do you answer that? I
could piss him off either way. If I said "no" would he think I meant
she was good enough for him but not me? If I said "yes" would he
think, having lost my own, I was after his wife?

	I decided that honesty was the best policy so replied, "Yeah,
I have, she's a sexy lady."

	"How about tonight?" My brain felt frozen. Was this a trick
they were playing? If so, I was going to play along, but cautiously.

	"What time?" I croaked, trying to be cool.

	Henry turned to see if I was ok, then patted my knee and said,
"It's cool, nine o'clock ok?"

	"Sure, I'll bring some wine." Joe cool at his best.

	"Not necessary, but that'll be fine."

	I showed up at their house in the foothills at nine sharp,
still not knowing what to expect. Either sex with Annie, or a big
laugh at my expense. I nervously rang the bell as though I hadn't been
there a hundred times. Henry answered the door and led me to the
living room.

	I knew right then that this was no joke. Annie was on the
couch in a red baby-doll nightie that left absolutely nothing to my
imagination. Her nipples were even larger than I'd thought and her
breasts, though firm and high, seemed to hang heavy with anticipation.
"Sit next to me, and get comfortable," she smiled.

	I sat next to her and she leaned over to kiss me, running her
hand under my knit shirt. As we kissed, I forgot all about Henry and
placed my hand over her left breast, feeling the nipple grow even more
rigid and extend into my hand. She returned the favor by groping my
cock through my sweat pants.

	It was already hard and dripping. As we broke the kiss, she
said, "Let's get undressed." As if you could call what she was wearing
dressed. I she d my shirt, shoes, and sweats like they were on fire.
When I sat back down she'd tossed the nightie to the back of the
couch.

	We kissed again, this time I slid my hand between her spread
thighs and cupped her silky bush. I could feel that her lips were
already damp and squeezed slightly to enjoy the feeling of her cunt in
my hand. As we lashed our tongues together, I felt a hot tongue run
over my cock. I knew where Annie's tongue was, so this had to be...
Henry! Before I could recover from this shock, I felt his mouth
descend down the length of my still-throbbing tool. His fingers
encircled the base and stroked me as he sucked the head.

	Annie spread her legs a little more and, without thinking, I
pushed a finger into her pussy. It was as wet and hot as Henry's mouth
on my dick and I threw my doubts to the wind and pulled Annie against
me to feel her breasts against my chest as we continued our kiss.

	Her nipples were making dents in my pectorals while I rubbed
her clit with the juice I'd gathered from her love nest. Henry was
alternating between sucking my cock and licking my balls. When Annie
said, "I want you in me, now." I could never refuse a lady making that
request and this was no exception. I knelt on the floor between her
spread knees and Henry guided my dick to his wife's pussy. It slid
home smoothly as a banana through whipped cream. She was so wet I
could feel hot cunt cream soaking my balls as I held it deep inside
her, savoring the feeling of first penetration into a new pussy.

	Henry got up on the couch and knelt by Annie, rubbing his hard
meat on her cheek. She turned her head and slurped him into her mouth
as I began to pump in and out of her quivering snatch. I'd seen a lot
of porno films of cock sucking but this was incredible, just inches
from my face, Annie was sucking Henry's dick and massaging his balls.
She rolled her eyes to look at me and winked. I smiled back and she
pulled Henry's prick, shiny with her saliva from her mouth and pointed
it at me, obviously expecting me to suck it. What was I to do? I'd
never sucked a cock. I had mine sucked by a male cousin when we were
about ten or eleven years old, but I'd never done this! What was the
etiquette in social situations like this? I think Miss Manners
overlooked this one. I realized I had no choice, here I was fucking my
friend's wife after he'd sucked my cock, and now his wife was offering
his to me. I did it.

	His uncircumcised cock was smooth, very hard and felt
surprising good as it slid into my mouth, resting heavily on my
tongue. I glanced at Annie, whose eyes were glowing as she watched me
suck her husband's dick while my own was buried deep in her pussy. She
smiled and bent to lick Henry's balls as he slowly pumped in and out
of my face. To my amazement, this was not just good, it was
tremendously exciting.

	After I'd sucked Henry for a few minutes, Annie pulled his
dick from my mouth and started sucking it herself. Taking a clue from
her, I bent to run my tongue over his lightly-haired balls. I could
feel them shifting in his scrotum as I pressed my tongue against them.
Never having done this before, I wasn't sure what to do, but I knew
what I liked and thought if I just did that, I couldn't be too far
off. Henry's sounds of approval told me that one of us was doing
something right, but was it me or Annie? I gave his balls an
experimental swipe up the back and was rewarded with an "Ahhh, that's
good," from Henry. So I wasn't a total loss.

	Annie's pussy was getting so wet I knew there'd be a big spot
on the couch before we were through. I felt my own balls rubbing the
fabric of the cushion as I ground my dick deep inside her. She pulled
Henry's tool out of her lips and we switched yet again. This time I
sucked the head much more enthusiastically, bobbing it back and forth
to fuck him with me face. Henry's hands came down to steady my head as
he shortened the strokes. I could tell that he was getting close to
coming but didn't want to just yet.

	After we'd traded Henry's cock back and forth a few more
times, Annie asked us to trade positions so Henry could fuck her, too.
I knelt on the floor to guide his cockhead to her well-fucked hole. I
gave her clit a lick and pushed my tongue as far into her passage as
it would go, savoring her juices. To be fair, I gave Henry a final
suck before I sent him off balls-deep in his wife's quim.

	When I took his position on the couch, Annie sucked my
dripping tool in as though it was the fountain of life. When she'd
sucked all traces of her fluids from it, she offered it to Henry. Now
it was my turn to benefit from this double treat. Her lips and tongue
on my balls made his sucking of my cock ten times the thrill I'd ever
felt from being sucked before. As we traded back and forth, I became
so excited, I knew I was losing control. Annie was squirming on the
couch and rubbing her clit as she neared orgasm. She began a humming
moan around my cock and I felt a sloppy wet finger (hers?) tickle my
ass, then probe inside. Annie must have been coming as her sucking
became erratic and the very hard. I couldn't hold back and released a
long stream of semen into her mouth. She was making little "ummm"
sounds and I felt her tongue lapping the head as more of my cream
throbbed into her face. Henry pulled out of her pussy, climbed on the
couch and presented his cock to her face. It must have been her finger
in my ass, because it was still there as he moved. She gave me a final
lick and traded my rapidly softening tool for Henry's Steely Dan. As
she switched, I could see a small drop of my come on the corner of her
lips. I tried to lick his balls, but he was fucking her mouth so hard,
I could only give them an occasional swipe as they went by. I pulled
away a little to watch the action and saw her twirl a finger in her
gaping cunt, then push it into Henry's ass. 'This must have been what
she did with me,' I thought. If it affects him like it did me, he
won't last much longer. This turned out to be true as his thighs
twitched as he held his cock deep in Annie's mouth and began to come.
I reached over and held his balls as he'd done to me and watched Annie
swallow his semen.

	When we finally collapsed on the couch, Annie smiled at me and
asked, "Surprised?"

	"Astonished is more like it," I answered. "And poleaxed with
pleasure, too," I added.

			 Henry, Annie, and Me
			       Part Two

	As we relaxed on the couch, I had to ask, "Why me? Not that
I'm complaining, but what made you both think of me?"

	"Oh come on, we saw how you looked at Annie, we're not exactly
blind."

	"Yeah, especially when I wore my orange bikini. you couldn't
keep your eyes off my boobs. I could see you got a hard-on every time
I bent over, too."

	"Hey, that thing doesn't hide much. I'm not made of stone, you
know."

	"Oh yeah? This thing felt pretty stony a little while ago,"
Henry retorted as he gave my cock a squeeze.

	"What made you think I'd go for all this? I mean, I'd never,
well, done a lot of things."

	"Like suck Henry?" Annie asked. "Somehow we just knew that
when it came time, you'd be ready. Were you? Did it bother you?"

	"I guess not, I did it. What surprised me was that I liked
it."

	"You mean to tell us that you'd never... Not ever?" Annie was
a little shocked.

	"No, when I was a kid I had a cousin suck me once in a while,
but I never did him. Guess I was missing out on something."

	"Annie gets really turned on watching. If you didn't notice."
Henry was holding his cock as well as mine, now.

	"Mmm, yes. It gets me hot to watch two guys do each other."
Annie added.

	"How about having two guys do you?" I asked. "You seemed to
like that, too."

	"Let's see," Henry said. "If I take this one, and you take the
other... "

	He began sucking her right nipple. I got the hint and drew her
left nipple into my lips, feeling it start to grow in my mouth. I let
my hand wander between her legs to find Henry had beaten me there. He
shifted to give me some room by pushing into her cunt while I played
with her extended clit.

	"Ohh, God. That's so good, don't stop. Suck my titties." Henry
pulled his fingers out of Annie and smeared her juices over her tits
where we eagerly licked it off. It was so good that I moved down to
the floor between her legs and buried my tongue in her snatch, lapping
like a madman. After a minute or so of this, she pushed me to my back
and straddled my face, sucking my cock in to the root as she lowered
her silky fur to my eager mouth. I continued to lick from her clit to
her dripping cave, fondling her nipples as I did. Henry moved behind
her and I had a worm's-eye view of his prick nosing into her cunt as
his balls dragged over my forehead.

	I stuck my tongue up to lap around her labia where they were
gripping the base of his cock. I tried, but couldn't force it in
alongside his prick, so gave his balls a couple of licks instead.
Judging from his reaction, he liked that at least as well. He thanked
me by pulling from her pussy and letting me suck her sauce from his
dick. It was great.

	Annie lifted her head from my crotch and said she wanted to
try a new position. This was so good, I couldn't imagine what she
wanted. I soon found out when she rolled on her back and had me put
her legs over my shoulders to fuck her. Henry straddled her head and
she began licking his balls as he pushed his cock into my face. Here I
was again, balls-deep in his wife and he expected my to suck him. This
time, I was more sure of myself and took him in eagerly. As we all
worked on each other, Annie pulled a cushion from the couch and put it
behind her head so she could twist to the side and watch me giving the
second blowjob of my life. I suddenly, if appropriately, thought of a
cartoon I'd seen years before. It was a completely black panel with
the caption, "Suck, Mary, suck. Blow is just a figure of speech."

	I felt Annie's fingers exploring her pussy then move away.
Henry gave a lurch then a contented sigh as she ran the slick digit
around, then into his ass. I should be so lucky, I thought and stepped
up my sucking and fucking. When I felt Annie quiver through a small
orgasm, I wondered again what was the etiquette here. Should I come
first and then let Henry have sloppy seconds? Pull out and let him go
first? Did he plan to come in my mouth? I wasn't sure I was ready for
THAT, even though I'd done it plenty with my ex-wife and other
partners. Before I could resolve these issues, Henry pulled out of my
mouth and said, "Let's trade."

	"Yes, whimpered Annie, I want some more." More what I wasn't
sure, but whatever it was, I was willing to give it to her. She pulled
her legs from my shoulders and lay flat on her back. Henry began
sucking her cunt and she motioned me to kneel over her face. When I
did, she began by licking my balls, all the way back to my ass, then
sucked my cock deep in her mouth. I leaned forward with my hands on
the floor to keep my weight off her and allow her to suck as much of
my cock as she wanted. Henry had moved up and I looked over my
shoulder to see him plunging his dick into her cunt.

	This was getting to be more than I could handle and I knew
that I was about to come. Annie held my hips and tickled my ass with a
finger. As I was about to let loose, she disappointed me by pulling
her finger away. I wasn't disappointed long, though when I felt a hot,
wet tongue circle my back door, then cautiously poke inside. Of
course, it was Henry, driving me over the top and I came instantly,
squirting long streams of cock juice into Annie's mouth. She seemed to
gurgle happily around my sex drill as it unloaded on her tongue. Henry
switched to a finger in my ass, massaging my prostate until I thought
I'd never have any come again.

	I collapsed to the side, and watched as he shuddered through
his own climax, I noticed how his hips jerked as he filled her depths
with semen. I leaned over to kiss Annie, my mouth skidding on a drop
of my own come dribbling from her lip. It was familiar. It wasn't the
first time I'd tasted my own juices.

	"Thanks, I needed that," I quipped. "It was absolutely the
greatest."

	"I think we all enjoyed that," replied Annie. "I know Henry
did. I could feel him twitching when he got off. He does that when
it's a really good one."

	Henry was laid back against the couch. He looked like a bowl
of limp noodles, his prick lay against his thigh, come seeping from
the tip, the rest slick with Annie's cream. She crawled over to him
and slurped the pliant prick into her mouth, cleaning it of the sex
gravy they'd made. "Oh, I'm sorry, did you want some of this?" She
held the flaccid member up to my gaze.

	I knew what she wanted was to see me sucking it, so I moved
over and drew it in so she could watch. After her mouth, it was
totally cleaned of any flavor at all. She milked the base and a small
drop of come oozed onto my tongue. I pulled back, leaving a strand
between my lip and his cock tip. "Ohhh, nice," she cooed, moving in to
lick the shimmery string from my face.

	As we kissed again, I could taste the mixture of juices on her
mouth. It was really a night of firsts for me.

	I went home that night with a mixture of feelings. This had
been the best sex I could remember for a long time. But this thing
with Henry was confusing. I thought I knew them both pretty well, now
I'd learned that he was bi-sexual and what about me? Was it just the
excitement of having Annie, whom I'd secretly lusted over for years?
Was I just doing this to please her? But I had to admit, I LIKED the
feeling of Henry's hard dick in my mouth as I fucked Annie. It hadn't
really bothered me to lick his balls or do anything else with him. I
hadn't felt any urge to kiss him or do anything really kinky, but what
I had done did feel right. What if he wanted to fuck my ass? I'd had a
girlfriend a while ago that used to do me with a dildo or a vibrator
and I'd liked that. But it was with a woman. Still, I was really
curious. What would it feel like? I suspected it might be better than
the double dildo Pat had used. She used to put one end in her pussy
and fuck me with the other. I used it on her, too. I'd hold it between
my legs to fuck her pussy while I had my cock in her ass. She'd liked
the "anal stimulation" as she'd called it. Henry was about the same
size as the dildo. So I knew there wouldn't be any problems taking it.
What if they wanted me to fuck Henry? Could I keep it up to do that? I
went to sleep with more questions than I had answers.

	About three days later I had a call from Annie. She wanted me
to come over and spend Saturday night. "The kids will be at my folks
for the weekend.

	We thought we'd have a cook-out and, well, you know." I could
almost see her blush over the phone.

	"Sounds great, I'll bring some beer and steaks."

	"Fine, we'll have everything else. Oh, you won't need a suit
for the spa or pool." she giggled a little as she anticipated my
reaction.

	"I take it there won't be anyone else there, then."

	"No, just us chickens."

	"Sure you don't mean Jaybirds?"

	"You're bad, be here at six."

	I showed up at six on the tick, a little nervous but already
semi-hard thinking about her breasts with their long nipples and silky
bush with the velvet lining. Henry answered the door and led me to
the back patio. Their house was on the side of a hill with most of the
property in back and no neighbors above them. We'd have complete
privacy around the pool and spa.

	Annie was in a robe that matched Henry's, blue silk with
geometric designs in dark blue and green. She kissed me and handed me
a package, neatly gift-wrapped. I traded the steaks for it, having
given Henry the case of Moosehead earlier.

	"What's this, my birthday's a long way off."

	"Just a little something for a good friend. Open it." When I
pulled the lid off the box, I saw it was a robe, to match theirs. Not
only was it beautiful, but symbolic, too.

	"Well, are you going to model it?" Henry called over his
shoulder as he maneuvered steaks on the grill.

	"Now?" I asked.

	"Now," said Annie. Not being one to buck the tide, I started
for the house to change. Annie followed me and led me to their bedroom
instead of the guest room I usually stayed in. "Let's get out of those
things," she said, pulling my shirt over my head. I kicked my shoes
off and sat on the bed to let her pull my shorts off. She got the
underwear with them and as she worked them over my feet gave my cock a
little kiss as it bobbed in front of her.

	"Are we going to start before we eat?" I asked.

	"I thought we could talk." She handed me the robe and sat next
to me. As she leaned forward, her robe gaped open and I could see one
of those magnificent nipples. "I want to make sure you're, well,
comfortable with what we did last week. If you'd rather not uh, with
Henry... " Now she was blushing.

	"No, I've thought about it and I know that I liked it. It's
just new to me so you may have to be patient and sometimes tell me
what to do. If it comes to something I don't like, I'll say so. But
I've decided to try anything that doesn't involve drugs or hurting
someone."

	"Good, because that's our rules here. We won't have anything
to do with any drug. I can hardly get Henry to take an aspirin. You
know that." She laid her hand on my leg, just below my cock, which was
starting to grow again and I was sure had an oil leak.

	"You know how much I liked it last week. I trust you two
enough that I'm not concerned about anything. Let's just enjoy and be
happy."

	"Good now that that's clear, we can eat. May I have an
appetizer?" She held my dick through the robe.

	"OK, but let's not stain my new robe, OK?"

	"No problem," she said as she flipped the robe aside and
sucked me in to the root. I felt her tongue lapping all the
lubrication from the head as she sucked me gently. When I was slick
and clean, she stopped and said, "Let's go eat."

	When we joined Henry on the Patio, I caught the smile she
exchanged with him, evidently letting him know that everything was
cool. I helped put the salads and Annie's special baked potatoes on
the table. She'd slice them open and pour in a special mixture of
butter and spices that I loved. She kept the recipe secret, saying as
long as she had a hold on me, I'd keep coming back. Henry served up
the steaks and we settled down for a serious pig-out.

	The dinner conversation centered mostly around business,
Henry's construction and supply business and my Karate school. I'd had
a Nautilus fitness center before the divorce but had eventually closed
it rather than let my ex and her lawyer steal it. I really hated that
because the income was phenomenal, and while not making me rich, I was
certainly well-off. But that's a different and sadder story.

	When all the dishes were in the washer, we headed for the spa
as we usually did. This time, though was different. Instead of me
being tantalized by Annie's orange bikini, I was treated to her nude
body and, I admit, my growing interest in Henry's organ.

	I settle into the bubbling warmth with a contented sigh and a
glass of white zinfandel. Annie and Henry positioned themselves on
either side of me.

	Through the foam, I could see Henry's cock waving in the
currents and Annie's tits bobbing at the surface. She leaned her right
nipple into my arm and kissed me, gently at first, then with passion,
out tongues thrusting and parrying like fencers in a tournament. A
hand grasped my stiffening organ and when I looked down, Henry had one
hand on my dick and one on Annie's dark-furred pussy. I could see he'd
already worked a finger into her as he simultaneously stroked my
foreskin back and forth under the water.

	Annie held a breast out to me and I happily sucked her turgid
nipple between my lips. Henry's head lightly bumped mine as he did the
same on her other breast. Annie leaned back and sighed, "This is
great, a steak dinner and then two cocksuckers to lick my titties."
Her nipples, at least the one I had in my mouth were at rigid
attention and she was lightly thrusting her hips at Henry's hand in
the water.

	"Let's go in the house," Henry said. Because we were limited
in what we could do in the spa, we all made a bee-line for the
bedroom. We didn't even dry off first. As we hit the King-sized water
bed, I snuggled between Annie's legs and began licking her cunt lips.
She lay back and accepted my efforts like a queen receiving gifts from
her subjects. I was stretched out on my stomach between her legs and
Henry was between my legs, licking my balls. My cock was trapped under
my body and I raised up a little to free it, never removing my mouth
from Annie's juicy box. Instead of reaching around to play with my
boner as I expected, Henry ran his tongue up over the back of my balls
between my cheeks, over my anus and to the top of my ass crack.

	It felt so good I made an "mmmnn" noise before I realized what
he was doing. When he did it again, he stopped to run his tongue
around, then into my ass. It felt so go I automatically arched my hips
up to give him better access. Annie guided my head to her clit and I
began working on it with my tongue. When Henry continued by putting a
finger in me I knew I wasn't far away from my first ass fucking. I
hoped I was going to enjoy it.

			Henry, Annie, and Me
			      Part Three

	Annie scooted down in the bed, away from the clit sucking I'd
been giving her. She turned to slide under me into a sixty-nine
position. Henry was somewhere behind me, having temporarily, at least,
removed his finger from my ass. As Annie pulled my cock into her mouth
I felt my back door being rimmed again. After a few tongue thrusts I
was squirming with the pleasure of being expertly reamed. Henry's
removed his tongue and quickly replaced it with his cock. As I felt
the head of his tool nuzzling my anus, Annie stopped her sucking of my
own tool to hiss, "Yes, fuck him, stick it in. I want to see it go
in." From her position under me, she could look straight up at the
cock about to penetrate my virgin ass. She excitedly licked my balls
as her husband worked his tapered cockhead past my puckered rim.

	"Push out with your ass," Henry advised. He knew this was my
first time.

	"Just go slow," I panted. So far it hadn't hurt at all, but
was feeling better than I imagined. A real cock is so much better than
a vibrator or dildo. It's warm and soft on the outside and conforms to
your ass better. I pushed as he suggested and suddenly felt about half
his cock slide into me.

	"Ohh, God," Annie moaned. "You're fucking him. It looks so
good." She slurped my cock back into her mouth and began sucking
furiously. Henry pulled back slowly until only the head was in me and
then pushed in just as slowly. It felt great and he was able to get
more in this time. He repeated this slow-motion fuck until all of his
dick was buried in me. I groaned a little and returned to licking
Annie's cunt. As I thrust my tongue as deep into her as I could, She
fondled my balls, rubbing them against Henry's as he held motionless
inside my ass. Her tongue did a twirling dance around my glans and I
instinctively began fucking her mouth. This had the additional effect
of moving my ass back and forth along Henry's dick.

	"Ahhh, that's good," I heard him sigh as he began pumping in
time with my own movements, making longer strokes as we got into a
rhythm. Annie was making little contended noises as she sucked my
cock. I was now running my tongue along her clit, up one side of the
hood, across the top and down the other, making racetrack ovals as she
twitched under me. Her cream was running down her ass, soaking it. As
I gripped her cheeks, I pushed a finger at her puckered ass. She was
so wet it slid in easily. A muffled "mmmmnnn" around my dick told me
that she liked it so I pushed in a little deeper and began fingering
her in the same rhythm as Henry was fucking me.

	The full-length strokes he was taking seemed to be pushing my
intestines back and forth as he pumped his cock in my ass. Annie's
mouth on my dribbling tool and her hand on my balls were pushing me to
my limit. I plunged another finger into her ass and began sucking her
elongated clit. She humped up against me and ground her pubic bone
against my chin. I drew her clit into my mouth and stroked it with my
tongue tip and I sucked. She hummed her orgasm around my cock and
squeezed my balls gently. I felt her ass contract around my fingers as
I gave her clit a final flick and started coming in her mouth. It felt
like each squirt was timed with Henry's prick pushing into my ass.
Maybe it was my prostate being massaged on the in strokes that did it.
Whatever it was, I shot four long streams of semen into Annie's
willing mouth. My balls felt as though they were retracting into my
body and my ass was going into spasms I'd never felt before.

	"Oh, God Damn! You're coming! It's so tight, so hot, Ahhhh,
sheeeiit." Henry shoved deep into me and I could actually feel his
cock throbbing as he shuddered in his own orgasm. I felt a warmth in
my ass and knew it was his come, pouring from his body into mine.

	Annie put her arms around my waist and pulled me down on top
of her, Henry collapsed over my back and we rolled onto our sides,
still locked together.

	I hadn't even removed my fingers from her ass and Henry was
only beginning to soften in me. We'd started out covered in water from
the spa and now we were covered in sweat.

	Henry rolled onto his back, pulling his cock wetly from my
ass. "Damn! That was good. You're sure you've never done this before?"
He panted.

	Annie finally let my deflated dick slid from her mouth. She
licked a drop of semen from her lip and said, " We almost came
together. That was great.

	It's hard enough to have two come at once, but three, wow!"
She squirmed up to me and kissed me deeply. I could again taste traces
of my come on her tongue. We broke apart and she leaned over me to
kiss Henry just as deeply. I wondered if he recognized my come on his
wife's mouth. Annie looked at me seriously, "Thanks, that was really
one terrific fuck. We both appreciate it."

	"I liked it a lot, too, you know. It's not like I didn't get
anything out of it." I replied.

	"Believe me, I know," Annie smiled, licking her lips sexily.

	Henry leaned over and gave Annie another kiss, patted my ass
and said, "Now that we've had our mutual admiration session, what say
we have a quick shower and attack the desert we never had."

	"Desert?" I asked hopefully. Annie was a wizard with deserts.
After all this exercise, I thought I'd earned some high-calorie
rewards.

	"Desert!" Annie said. "I just had mine." She smacked her lips
again as she stared pointedly at my groin. "But maybe if I let you two
recharge, I'll get some more?"

	"Deal," said Henry and I almost together.

	We all shuffled into their master bathroom and I was treated
to the most sybaritic shower of my life. Because Henry was in the
construction business, he'd built their bathroom with the best he
could find. The shower was huge, with a separate shower head and
controls on each end. Both heads were of the massage type on long
hoses. They both were experts in using these clever devices and
sandwiched me in the middle and used both heads on me at once. When
they were through, I'd been rinsed, lathered, massaged, rinsed a gain
and generally treated to a luxury bathing. They even took turns
sucking my cock and rimming my ass. "Got to make sure we got all the
soap off,"

	Annie grinned. "Sometimes it's best to get a second opinion,
too."

	I was too tuned out to reply. All I could do was lie back and
grin. When we got out, they had warm towels ready. I'd always liked
big towels but these were so huge they could have been terry cloth bed
sheets. I did ask how they kept them so warm. "The towel racks are
part of the plumbing." Henry answered. The hot water flows through
them, getting the towels warm while you shower." Damn clever, these
plumbers.

	We put our matching robes back on and Annie served desert. It
was my favorite that wasn't chocolate. Pineapple upside down cake. I
have this theory called Rule Four, "If it ain't chocolate, it ain't
desert." Because this wasn't chocolate, it was just a delayed part of
the meal and we weren't really having desert. Good thinking, huh? I
noticed Annie ate a very small portion, but like me, Henry pigged out.

	We sat on the patio, watching the stars over the mountain with
Annie snuggled between us on the padded bench by the pool. She had one
hand under Henry's and my robes, gently fondling our balls. I
reciprocated by slipping my hand inside hers to cup her breasts and
tweak her nipples. I glanced down and Henry's hand was between her
thighs, moving slowly back and forth. I though I could detect a whiff
off her cunt cream so she must have been getting very wet. My dick was
starting to rise as her nipples grew in my hand.

	I looked over and Henry's cock was sticking straight up from
between the fold of his robe.

	Never one to miss an opportunity, Annie bent over and sucked
the head into her mouth, sucking noisily. Her new position turned her
hips to me with the bottom of her robe just barely covering those
rounded cheeks. I slid my hand under the hem and felt the firm globes
and the crevice between them.

	My fingers wandered around her smooth hills and then explored
her crack, running over her ass all the way into her pussy, now
juicing freely. She shifted around more to get her knees on the bench,
never loosing her liplock on Henry's tool. Annie waggled her ass at me
so I moved to my knees behind her and ran my tongue into her cunt then
up over her ass, all the way to the top of her crack. On the way back
down, I stopped to circle her dark pink starfish before scooping more
of her delicious cream from her pussy. I made another round trip, this
time stopping on the return trip to part her asshole with my tongue,
slipping it as far inside as I could. She moaned around Henry's cock
as I thrust it in and out. My own cock was now dripping pre-cum and
throbbing for some pussy.

	I moved behind her and rubbed my prick up and down her cunt
lips, wetting the head with her juices. I pushed it up between her ass
cheeks to get my balls against her open vagina. When I felt her warm
cream coating my balls, I pulled back and gently put the head into her
opening. She wriggled her hips again and pushed back against me and I
slid in until my balls were once again resting against her clit.

	We paused for a few seconds to savor the feeling, the began a
slow fuck. I ran my finger around her labia where they grasped the
base of my cock. She was so wet, there was fluids coating me here.
too. When the finger was liberally covered with her juice, I ran it
around her ass then pushed it in to the second knuckle. "Mmmm, yes, do
my ass, too," Annie mumbled as she licked Henry's balls. He was
thrusting up into her face and holding her breasts as he began
breathing fast and deep. She must have been giving him a special blow
job if he was going to come so fast. Especially when it wasn't the
first time tonight. I speeded up my fucking of her ass and pussy and
reached around to play with her clit. I've always believed that nice
guys finish last and wanted her to get off at least once before I came
in her cunt. This wasn't going to be easy because she felt very tight
in this position and my finger in her ass was massaging my cock as we
fucked.

	She must have been doing even better on Henry than I thought
because he suddenly groaned out "Oh, shit! I'm coming, I'm coming!"
and shuddered twice as he humped deeply into Annie's mouth. I could
hear her swallowing so it must have been a large load of semen he gave
her, She added her hand to mine, massaging her labia and clit until
she gasped for breath and I felt her pussy and ass contract several
times as she climaxed around my fingers and cock. I slowed down to
allow her to recover and she rose up from Henry's groin to suck down
more air. The sudden motion pulled her off my cock and I fell back,
letting it wave around in the night air.

	Annie pushed me to a sitting position then lowered herself
back on my glistening cock, her back to me. "Eat me," she commanded
Henry as she began bouncing on my lap. Henry pulled a cushion from the
bench and knelt in front of her, burying his face in her bush. I could
feel his tongue lapping away at her clit just above my cock,
occasionally making an excursion down to lick it where it entered his
wife's body. As Annie raised up, he pried my cock from her cunt and
sucked it clean of our juices, then put it back in and resumed his
work on Annie's clit.

	I now held her breasts, feeling the long nipples and rubbing
them with my thumbs. Annie pressed Henry's head into her crotch and
cried, "Oh yes. I'm coming again. Eat my, fuck me. Oh God, yesss!"
This time when I felt her contractions begin, I couldn't hold back. I
felt her hot fluids run over my balls as I squirted my come into her
twitching pussy. When I fell back, drained, Henry pulled me from her
dripping well again and sucked my cock and balls clean. He finished by
giving Annie the same service, lapping between her legs, labia to ass,
sucking her clean of both our creams.

	I was limp from pleasure, completely satiated. Annie leaned
back against me and covered my hands on her breasts with her own.
Henry stood up, a strand of come hanging from his dick. Annie gave it
a squeeze and pulled him to her. She let the silvery stream drip onto
her tongue then pulled him closer. "Suck him," she murmured to me.
After all this I was barely able to move, but leaned forward until she
could guide his cock into my mouth. She milked his dick and I felt a
small dribble of come slid onto my tongue. I sucked his soft tool as
Annie jacked it back and forth working the foreskin over the head,
then exposing it until I'd cleaned him as thoroughly as he had me.

	When Henry pulled back, she turned and kissed me, running her
tongue in as if to explore and search my mouth for contraband. I could
taste Henry's slghtly spicy semen, whether it was from her mouth or
what I'd cleaned from his cock, I couldn't tell. Not that it really
mattered any more, I thought.

			 Henry, Annie, and Me
			      Part Four

	After the last fuck and suck on the patio, we were all pretty
exhausted and so we called it a night. It felt strange to climb into
their king-sized bed with both of them. Annie wound up in the middle
with Henry and I on the outside. Even as new as this was and with
Annie's nipples digging into my back, I fell asleep within seconds.

	I'd like to say that I woke up with one of them wrapping their
lips around my cock, but the truth was, the sound of the shower and
the smell of coffee brewing brought me to my senses. I rolled over
once and then got up to search for my shaving kit. Annie stuck her
head in from the kitchen and said, "I put your stuff in the bathroom,
Henry's already in the shower. You've got time. Breakfast is 30
minutes away." I staggered to the bathroom, still naked, and took took
my morning piss. Their house was so luxurious that the toilet was a
separate room from the shower.

	Henry must have heard the toilet flush beause he stuck his
head out and said, "If you're ready, come on in. the water's fine."

	"Oh yeah, I've heard that line before. They tell you that to
lure you into the ice house." The cloud of steam belied my retort, but
I opted to brush my teeth instead. After brushing, Henry was still in
the shower, so I thought, "What the hell?" and stepped in. After all,
we'd showered together before. I turned on the second shower head,
adjusted the water, and lathered up. As I was rinsing my hair, I felt
Henry's hand lathering my cock and balls.

	"Breakfast'll be ready soon, so I thought I'd speed things up
by giving you a hand."

	"Give me too much of a hand and we'll be late." To show I
wasn't serious, I gave his balls a friendly squeeze. His cock
immediately came to half-mast. "Uh-oh. Looks like I should take my own
advice," I released his nuts and finished washing as quickly as I
could. Henry left the shower and when I emerged, he was slipping into
his robe. I shaved and put on my robe an padded out to the kitchen.

	Annie was setting a plate full of her special eggs on the
table. She turned her face up for a kiss. I gave her a nice one,
passionate, but not urgent. "Ummm, already shaved, that's nice." She
patted my butt and sat down at the end of the table.

	Annie's eggs were what I called "omelets for the inept" when I
made them. They had all the ingredients of an omelet, but then were
simply scrambled instead of the fancy folded-over trick I could never
master. With the eggs, toast, juice and coffee, we were all quite well
fortified by the time the food was gone. Henry and I cleaned up while
Annie took a turn in the shower.

	We were settled on the patio enjoying the view and anothe
glass of fresh-squeezed orange juice when she came out, wearing a
smile and perfume. "I was thinking about this in the shower," she
said, kneeling between us. She flipped our robes aside and sucked
first Henry, then myself to erections. We scooted close together to
make switching between us easier. Annie alternated between us, jacking
the cock she wasn't sucking and fingering the balls of the one she
was.

	When she stood up, her pussy was on a level with my nose and
so I buried my face in her bush and ran my tongue around her clit.
"Mmmm, that's what I need, ohh, yeah, do it." When her cunt cream was
flowing freely, she turned to Henry, "Your turn."

	As my friend lapped away at his wife's gooey sex tunnel, her
ass was turned to me. Now Annie had one of the nicest asses I'd ever
seen and asses were something I noticed. Hers was rounded and firm. It
wasn't large, but her butt cheeks curved into her thighs with an
almost upward tilt. The cheeks never quite closed unless she was
clenching them in passion, like now. I didn't even try to resist so
knelt behind her and started licking her cheeks, giving them little
bites and kisses as I went over them. She wriggled her hips
appreciatively and, encouraged, I let my tongue slide over the hills
and valleys like a cross-country skier exploring a new mountain.

	One thing about those hills, they all led to the same valley.
As I circled closer to her center, she unclenched those cheeks to let
me know she was enjoying the attention. Henry's work on her pussy
though, caused her to tense up every now and then so I used my hands
to keep a little separation for me. The first time my tongue slithered
over her rosy pucker, she gave a small moan. I did it again to make
sure it was me and not Henry exciting her and she pushed back against
me in time with my lapping of her ass. I ran my tongue tip in spirals
around her ass, then let it just barely slid in the open center. "Oh
God, I can't stand it!" she moaned and bent over, pulling her labia
from Henry's face. Taking this as a signal to do more, I shoved my
tongue in deep, and felt the slick walls of her ass grab it in a
strange kind of hug.

	Henry was throwing pads and pillows from the patio furniture
on the kool-decking and making us an impromptu bed. Annie and I sank
to the comfort of this thoughtful gesture, but I never lost my liplock
on her butt. As we lay there, Henry gathered my cock and balls in his
hands and began sucking and licking. I was able to reach over Annie's
hip and cup her cunt in my hand.

	Annie pushed her pubic bone against my hand and I stuck my two
middle fingers into her sex pit, letting my thumb roam over what I
thought of as the sailor, frequently called "the little man in the
boat". After a minute or so of this, she shuddered twice, then her
body tensed all over as she sighed out an orgasm. I lightened up on
her, knowing how sensitive one gets afterward and she finally pulled
away and said, "My God, that was good. Now let me rest a minute and
watch you two."

	"What do you want to watch?" asked Henry, raising his mouth
from my dick.

	"Rub your peters together, I like that, for openers, anyway."
I'd never done this, so I had no idea how she wanted us to start.
Henry knelt in front of me and took my cock in his hand and pressed
the tip against his. I got the idea and held his as he did mine. I had
to admit, it felt pretty good, rubbing his hard, slick knob against
mine. He pulled my foreskin forward until it slid over his cockhead.
This felt even better, his foreskin was too tight to fit like that and
so we had to use mine whenever we did this in the future. "Now rub
your balls together," Annie directed. She was sitting on a mat with
her legs crossed, exposing her pussy, which was gaping open in the
aftermath of her climax.

	Once again Henry had to show me what to do. We moved closer
together, until out cocks were pressed flat against each other and
held each other's balls as we rubbed them together. I looked over at
Annie, she was watching us intently, slowly rubbing her pussy. Henry
slid his cock down until it rested under my balls, pressing against
the sensistive area betwenn my scrotem and ass. He humped his hips
back and forth a few times, simulating fucking me. Annie crawled over
to us and pushed us apart enough to reach our groins. She sucked
Henry's prick into her mouth as she held mine. What she did next, I'd
never even seen in a porno film. I'd heard of it, but didn't think it
was really something that could be done, much less enjoyed. She
stuffed my cock in beside his, sucking both heads at the same time. I
could feel Henry's glans, hot and throbbing slightly, pressing against
mine as Annie's tongue lapped over and around both of us. She couldn't
get much suction going with her mouth stretched out like that but
everything else felt great. Her hands cupped our balls as Henry tried
to fuck her mouth with short movements that rubbed our dicks
sensuously over each other. I steadyed myself with a hand on her
shoulder as she took her hand from my balls and rubbed her own crotch
with it.

	When her hand returned, she parted my butt cheeks and used the
now-slippery finger to stroke my rim. She moved her other hand to her
bush and gathered up some sex juice before giving Henry the same
treatment. She finally pulled her lips from our tools, looked up at us
and said, "Sometime I'd like you both to come like that but right now
I need to be fucked. Both of you at once." She pushed us to the mats
and we rolled around kissing her nipples and playing with her clit
before she pulled Henry on top of her and guided his dick to her sex
nest. After her was in to his balls, they rolled to their sides,
facing away from me. "In my ass, but slowly," Annie hissed.

	I moved down to check out that lovely piece of her real
estate. In her position her buns were closed so I spread them before
licking once more into her valley. She was still somewhat wet from my
earlier reaming, so I gave her only a short treatment. Henry's balls
were close by so I gave them a few licks while I was in the
neighborhood. It seemed like the friendly thing to do considering I
was about to fuck his wife in the ass.

	I probed her with one, then two fingers. It's really true, I
could feel his cock working in her cunt, although the separation was
considerably thicker than the "thin membrane" you're always reading
about. "Your cock, now." Annie commanded.

	I quickly slid back up behind her and pressed my hard-on
between her cheeks. She arched back to meet me a little and I felt the
head wetly nuzzle her ass. I pressed and she did her part by pushing
out with her sphincter until my tapered glans slipped in. I paused to
give her time to adjust. She humped back at me until about an inch of
my shaft was in her. Henry had considerately stopped fucking her pussy
until we were ready. Annie moved a little more and I kept the pressure
on her from my side. She seemed to suddenly open up and I slid in all
the way. With my cock nestled deep in her ass, I held her breasts from
the rear and savored the sensations. Henry's cock was a hard pressure
against mine in the heat of Annie's body. I could feel her rectum
making little twitching motions as it adapted to this invader in her
depths. Her nipples were not just hard, they were extended almost an
inch and seemed to snuggle into my palms as I cupped her tanned tits.

	Henry finally started stroking in and out of her pussy, but
slowly. I asked Annie, "how do you want this, together ot
alternating?"

	"Alternating for now, if you can." When Henry pulled out, I
waited until I felt him leave just the head in her then began to pull
my rod back. As I slid out, I felt him push in. When he started out
again, I matched his speed as I stroked back in. The sensations were
almost too good for words. "Ohhh, God, yes, yes, fuck me." Annie
sighed so softly I almost didn't hear her. She held very still and let
us pleasure her. I began thumbing her nipples as Henry, no doubt more
familiar with what she wanted, speeded up slightly. We continued to
alternate strokes as Annie began breathing hard and gasping passionate
orders. "Mmmm, yes. Faster, fuck my ass, fuck my pussy. Do it, both of
you! Oh shit, it's so damn good. Two cocks in me. Fuck it, fuck it."

	She began having small orgasms and I know we both felt ripples
in her pussy and ass as her muscles twitched and contracted from the
double fucking she was getting. "I'm getting close," Henry panted. My
own come wasn't far off either. Henry began pumping faster, ignoring
our earlier rythym.

	"Yes, come in me. Both of you come, come, come!" Annie began
bucking her hips back and forth urging us on. The contractions in her
body and the feeling of Henry's hard dick stroking alongside mine were
pushing me over the edge. When Annie began wailing and crying out that
she was coming again, I couldn't wait. I shoved my cock as deeply into
her as I could and felt my entire length contract almost painfully as
I squirted into her. Henry was pumping so hard, his balls were
slapping mine. It was still almost a minute before I felt his dick
throb and knew he was coming, too. My own penis was half-deflated by
now and Annie's continuing contractions were beginning to push it from
her body. I snuggled in so her butt was pressed against my groin and
slowly fondled her breasts.

	It was a couple of minutes before anyone spoke. Then Annie
sighed, that was the most fantastic fuck I think I've ever had."

	"Don't let it go to your head," Henry said, "she says that
almost every time."

	"Well, I certainly can't argue about it. Do you guys know any
more tricks designed to turn me into an old man before my time?"

	Annie turned to smile at me over her shoulder, "As they say,
you ain't seen nothin' yet."

	"Oh shit, I may be dead before tomorrow night. Hey, I'm not a
young guy any more."

	"Oh sure," Henry grinned, "I'm your age and I don't teach
karate classes every night and kick those 20-year old's asses for
fun."

	"Yeah, but I don't have to fuck 'em first. Besides, I can
outsmart those guys, I'm just a beginner here. Especially next to you
two."

	"Honey, you're a fast learner." Annie chided me. "With your
attitude and equipment in such good shape, you'll do fine." I was too
whipped out to think of an appropriate response so I just rolled onto
my back and closd my eyes. It was time for my morning nap. I'd never
taken one before but this seemed like a good time to start.

	I hadn't really intended to take a nap, but Annie eventually
got up and came back with hot towels and washcloths. Before I could
get up, she bent over me and said, "Relax, it's time for me to take
care of my men." She started cleaning me off and the warmth of the
towel and the soothing strokes of her hands on my satiated sex relaxed
me so much that, when she covered me with a warm towel and turned to
do Henry, I drifted off into a dreamless sleep.

	I awoke with a tickle under my nose. Thinking it was a fly, I
tried to bruch it off without opening my eyes. My hand met resistance
much different than a fly, although it did rhyme, it wasn't a fly but
Annie's thigh. My eyes popped open and all I could see was a warm
pussy, framed by a dark, silky bush. Annie had straddled my face and
was rubbing her clit on my nose.

	I smiled, reached up and held her ass cheeks and pulled her
down to me, running my tongue into and around her cunt. It was slighly
damp and smelled of soap and perhaps just a touch of Henry's semen.

	"About time you woke up, sleepyhead." Annie rotated her hips
back and forth to settle her labia around my tongue. "It's almost
eleven o'clock. Time for your lunch break."

	"I'm having lunch now," I mumbled out of her pussy.

	"Mmmm, yes. Don't eat too fast, now. There'll be plenty for
later." I felt someone standing behind me and rolled my eyes around to
see Henry, standing over my head. I looked straight up and Annie was
lifting his balls to her lips. Her tongue slathered them with
affection before she released them to suck his soft cock into her
mouth. The flavor of her pussy started to change as she lubricated.
Sometimes odd thoughts occur to me at the most inappropriate moments.
Right at that instant, the term 'Bartholoman Glands" pooped into my
head. Maybe it wasn't so inappropriate at that because those were the
little workers producing her delicious sex sauce. Still you wouldn't
think trivia like that would pop up while I was eating pussy.

	Henry stepped back, his now-rigid tool bobbing in the air.
"Let's change," Annie suggested. I wasn't sure what we were changing
to, but she probably had someting in mind. Henry lay on his back and
Annie had me kneel between his legs, and start sucking his cock. It
felt odd, my ass up in the air while they both observed my
performance. It wasn't long before Annie moved behind me and started
stroking my hard-on while fondling my ass. No one seemed in a hurry, I
knew I wasn't, so I tried a slow, sucking with Henry. I liked that,
to sometimes be sucked just enough to keep the pot boiling without
making me erupt too soon. I hoped he liked it too.

	I definitely liked what Annie did next. She started kissing my
balls from the back. I spread my knees to show my pleasure and make it
easier for her. When licked over my balls and up onto my right
buttock, I felt little goosebumps march over my ass, right behind her
tongue. She made this trip several times, alternating between left and
right cheeks. At the same time, she was stroking my cock with one
hand. On about the sixth trip, she apparently couldn't decide between
left and right so split the difference, making a slithery trail up my
crack. When she teased my pucker it made my cock jump in her hand and
an extra-large drop of clear juice dripped from the end. Annie felt
this offering with her fingers then moved her head around to suck it
from my prick.

	When she returned behind me, she ran her tongue around my
cheeks, then dipped it into my anus. With one hand on my cock, and her
tongue in my ass, I lost my concentration on Henry who bucked his hips
a little to remind me his cock still needed some attention. I resumed
speed on his dick, still enjoying the attention I was getting from
Annie when she moved away from my backside.

	When I thought she'd gone for good, I felt a movement behind
me, then a warm, pleasant vibration around my ass. "This'll be nice,"
Annie said. Well, I'd been fucked with a vibrator before and knew I'd
like that. I turned my head and wow! Annie was sprouting a cock from
her pussy. She had a double dildo/vibrator bery similar to the one I'd
had used on me before. One end fit into her cunt, the other sticking
out like a cock. The batteries and controls were in the middle and
stuck down like balls. "Ready for this big boy?" Annie smiled as she
twisted the control and the techno-tool hummed at a faster rate. She
knee-walked around to Henry and stuck the business end at his face.
"Suck my cock," she demanded. Henry sucked the soft plastic as it
hummed its tune as though it wre the real thing. Annie oohed and ahhed
as though she could feel something. I think she got off from watching
her guy suck cock.

	When she was satisfied with his performance she returned to
me, and gave my ass another tongue job. She had the longest tongue of
anyone I've ever known. It felt like a hot snake slithering up my hole
as she worked my prostate with it. When she pulled back, I was
quivering with excitement and had sucked Henry's tool in to the base,
my lips almost at his balls. Annie positioned the tip of her plastic
pud against my hole and wriggled her hips to ease it into my ass. I
pushed out with my ass, (my haven't we learned a lot the past week or
two?) and it smoothly slid in a couple of inches. The vibration and
Annie's soft hand holding my balls reassured me that this was going to
be special. She began fucking in and out, going deeper every few
strokes until I felt her pubic hair brushing softly against my cheeks.

	Henry pulled his dick from my mouth and crawled down to watch
Annie fucking me. One of them, I think it was still Annie, fondled my
balls and cock as I continued to leak my oily fluids from the tip. "Oh
God Yes!"