"Oh my God you guys are holding hands!" Mae cried as they walked into the bedroom.

"We sure are, Mae," Ann replied.

She'd already pulled a rolling computer chair in from the office next to the bedroom by the time they got up there and was sitting in it, staring wide-eyed at them, a huge grin plastered on her face.

"This is a little weird," Ann murmured as they walked up to the bed.

"If you wanna stop, just tell me. We can just go back to chilling," Trent said.

"All right, cool. Thanks. But I wanna keep going. This is interesting. And I mean, like I said, it's been too long since I got any, and you turn me on, and I have to admit I've always wanted to try doing it with someone watching." She paused, pursed her lips, like she was screwing up her courage. "Well, I'm gonna start taking my clothes off now."

"Trent should do that, too," Mae said.

Ann laughed. "Yeah, he should."

"All right, just...you know, go easy," he said, taking his shirt off.

"Right back at you," Ann replied.

They watched each other undress, and Mae watched both of them. Trent appreciated how Ann felt as he undid his belt, then his jeans. They dropped to the floor. This was awkward, but being horny was really helping.

"Hey, nice reaction to get," Ann said as she took her shirt off and then saw him in just his boxers, his erection obvious.

He laughed uncomfortably. "Well, you're hot."

"So are you, you don't have anything to worry about, you look fine without your clothes on."

"Come on, enough talking, take it off!" Mae complained.

"You should probably be quieter," Trent said.

She sighed dramatically and crossed her arms. "Hey, I'm the one who made this happen! You two should be happy!"

"And we are, but if you keep interrupting, it's not going to be as good," Ann replied.

"Okay, fine."

She was in her bra and jeans now. While they watched her, she undid her jeans and pulled them and her panties down, getting them around her ankles and kicking them aside. Then, with quick motions, like she wanted to get it over with, she unhooked her bra and dropped it on the floor. "Okay," she said quietly, "I'm naked."

Trent pulled down his boxers and he stared at her. She looked better than he'd thought she would. The shape of her was alluring, tall and nicely curvy, her breasts seemed perfectly sized for her frame, large without being gratuitous. She also looked incredibly vulnerable, her arms hanging down at her sides, lips twisted into an awkward expression, as she looked back at him. She had some really nice thighs, just like Mae, nice and thick.

Trent felt just as exposed as she did as his boxers came off and his erection was fully exposed. He saw her eyes go to it. She didn't look disappointed, at least. There was something mature about Ann, something experienced, something that was just plain different than any of the other women he'd been with (all two of them). Definitely different than Mae.

It was like how he'd often imagined it would actually be like if he were ever lucky enough to hook up with an older woman.

Although in his mind 'older' meant like forty. She didn't seem old, just...older. Like she'd reached adulthood whereas he and Mae were flopping awkwardly in some strange twilight area between youth and adulthood. Not quite one or the other.

"Come on," she said, walking over to him and then taking his hand. She led him over to the bed and they climbed onto it. Trent felt awkward and clumsy, partially from how anxious he was but also from how turned on he was.

Ann was quite attractive, growing more so with each passing minute it seemed, and there was definitely an extra layer of excitement to the whole thing because Mae was watching. He glanced briefly at her as they laid down on the bed. She was watching with wide eyes and a broad grin, looking genuinely just so thrilled to be seeing this.

Well, either she was acting phenomenally, or she had been just dead on honest about how she felt about watching her boyfriend do her friend.

For a moment, they simply laid there and looked at each other.

"You gonna be okay?" Ann asked, a little smile on her face.

"I'm nervous," he admitted.

"It's okay. I get it. I am too...how about we start with a kiss and go from there?"

He laughed. "Yeah."

Why was he so damned nervous!? He'd just been with Mae earlier, and more than once, and it had gone really well.

Well, he told himself, Ann isn't Mae.

That much was obvious.

He got closer to her, and then they were coming together slowly, and their lips met and…

Something seemed to change in...everything. In the air, in him, in her. They kissed, their lips meeting, then came apart briefly, staring at each other. Then they kissed again, more intensely, getting closer, pressing against each other.

He cupped one of her large breasts as he felt her tongue slip into his mouth, probing, gently at first, then more urgently when he moved his own tongue forward. He could feel her nipple against his palm as he began massaging her breast. Ann's hand ran down his side to his hip, lower, then back up, down, she ran her fingers over his shaft, then lower, cupping his balls. He resisted the urge to warn her not to be too rough, the memory of Mae's own handling fresh in his mind, but her touch was much more deft, her experience obvious.

Ann got her other arm around him, slipping it between him and the blanket beneath them, and pulled him into a half hug as she deepened the kiss, a moan escaping her. She was into this, as much as he was. They tongue kissed and touched and enjoyed every second it, the passion not just catching but igniting.

He wasn't sure how long they made out for, but it seemed like a long time.

When it changed, it was Ann who took the lead, gently pushing him onto his back.

"Let me handle this now," she said, and the look she gave him was more confident.

"Okay," he replied, breathing heavily. "What are you-uh, oh," he said, cutting off as she got lower and then bent down and ran her tongue over the head of his cock. "Oh man. That's-ah-wow." He groaned as she continued licking, dragging her tongue everywhere. And then her lips. Oh fuck her lips. She went faster, bobbing her head, slipping her lips skillfully up and down his shaft, over the head, sensations of hot pleasure running wild through him.

He didn't mean to compare, but fuck, she blew away not just Mae, but the very short list of women who'd done this for him in his life.

It was incredible.

"Holy shit, Ann...oh my fucking God…" he moaned.

"Oh wow. Man. This is so hot," Mae whispered. He glanced over at her. She was squirming around in the chair, and he realized she was trying to get her pants unzipped and repositioned. Finally, she shoved her hand down them and started touching herself.

The sight of that, and the moan she let out, and the pleasure from Ann's oral sex was too much.

"Gonna blow!" he cried, and then it was too late.

He was cumming in Ann's mouth. She made a surprised sound, but she didn't take it out of her mouth. She kept sucking, and the pleasure magnified. His cock twitched over and over as it rapidly released his cum in between her lips, into her mouth, her hot wet mouth as she sucked him dry. She sucked everything out, then took it out of her mouth.

"A little more warning would've been nice," she said, then laughed a little.

"I'm sorry, I didn't mean to," Trent replied. "It surprised me. Oh wow. You're so good at that."

"Well thanks," she said. "Guess I'll take the compliment. Uh...you got any mouthwash?"

"Yeah, in the bathroom, door to the right of this one," he replied.

"Cool. Be right back."

She got up, and he found himself sitting up and looking at her ass as she left the room. She had a nice thick ass. He looked over at Mae.

"So, um, how's it going so far for you?" he asked.

"Dude, this is sooooo hot. Like I've known that I wanted to watch people fuck, like my friends or my girlfriend or boyfriend or whatever, for a long time. But I didn't know, like, how hot it was going to be. Porn is nothing compared to this! You and Selmers look SO good together! Selmers! You look amazing sucking dick!" she called.

They heard her gargling and then spit, then laugh. "Thank you, Mae! I've never gotten that particular, uh, compliment before."

She rinsed and spat again, then came back into the bedroom.

"Hopefully I look as good doing oral," Trent said.

"Oh you're gonna do me too?" she asked as she climbed onto the bed.

"I mean yeah, that's only fair," he replied.

"Man, Mae was right about you, you are nice. I haven't had oral sex in like...three years?"

"Oh God! How have you survived!? I just had it for the first time last night and like holy shit I want more! I'm going to want it like every day!"

"Man, if Trent is willing to eat pussy every single day then I'd say he's worth marrying," Ann said as she laid on her back beside him. "At this point, my standards are there." She hesitated, then winced. "Sorry, dude, I didn't mean for that to sound mean."

"It's okay," he replied, "I didn't think you were insulting me."

"Yeah...just self depreciation more than anything."

"Well," Trent leaned in and gave her a kiss, "I'll see if I can cheer you up."

"I'm pretty cheered honestly. Kissing a hot guy and hanging out with my friend and toking up is doing wonders. But this oral is gonna be great," she replied, spreading her legs wide across the bed.

"You're pretty confident in my abilities," Trent said as he laid between her thighs.

"Eating pussy is like super easy, all you gotta do is lick clit and listen if I tell you something," Ann replied.

He couldn't argue with that.

"Hurry!" Mae whispered. "Do it! I wanna see!"

"Okay, okay," he replied, and he got to it.

Ann let out her breath all in one long, slow exhale as he started licking her. She began panting before long and her legs moved to either side of him, feet sliding slowly back and forth. Encouraged, he kept going, doing more than just stroking her clit with his tongue and pressing more firmly against it. That got a reaction out of her.

She let out a loud moan of pure pleasure and reached down, running her fingers through the fur atop his head. "Oh man," she whispered, her voice harsh, "I-I'd forgotten how good it was. Just-mmm! Yeah, just like that...please don't stop…" she moaned.

"Just so you know, boyfriend of mine, you look just as good eating pussy as she does sucking dick," Mae said.

Encouraged even more, Trent kept at it.

He made good and liberal use of his tongue and then his lip and then his finger, slipping it into her, finding her tight and so slick inside.

It was strange and incredibly gratifying to hear what Ann sounded like when she was being sexually pleasured. She had a kind of scratchy voice, a little smoky, and it sounded very pleasing as she moaned and occasionally let out a high-pitched cry of pleasure from his foreplay. He slipped a finger back into her wet opening again, then two, working her as much as he could.

He made her orgasm, not once but twice.

"Okay, okay," she panted, "okay, dude. Need a...oh, need a break."

Trent fell back, wiping his mouth on the back of his hand, feeling pretty satisfied. She laid there, panting, her big breasts swaying as she stared at the ceiling, a little tremor of post-orgasmic pleasure rippling through her like an occasional aftershock.

"So, like, I take it that was good, huh?" Mae said.

"That...is an understatement. Dude. That oral. Was amazing. I hope I did half that well."

"I think you did," he replied.

"We can have sex now if you want. I am like so fucking wet, and so horny. I haven't been this horny in forever. I want to be fucked. I want to be fucked now and fucked hard."

"Do I have to pull out?" he asked.

"Could you?" Mae asked, and they both looked over at her. She looked awkward suddenly. "It's just-I want, you know, I want me to be the first one he doesn't pull out of."

"That's fair," Ann said.

"Yeah, that's fair," Trent agreed. "I'll pull out."

"Do you care if he busts in my mouth again?" Ann asked.

"Ew, you actually want him to?" Mae replied.

Ann twisted her lips in consideration. "So, when it comes to sex stuff, it's less what you want to do necessarily, and more what you're willing to do? Sex is actually pretty gross, but it feels amazing. And different things feel awesome for different people. On the whole, though, dudes really like it if you let them bust a nut in your mouth right after fucking you."

"I've actually never done that before," Trent said.

"All the more reason you'll love it. But like, Mae, right now, I gotta be honest, I want to do really nice things for your boyfriend. Because for real, that oral: perfect. I mean, you know."

"Oh yeah," she said with a grin, "I know now. But okay, that makes sense. It's being sex-nice. Yeah, I don't mind."

"Cool." Ann laid back down on her back and shifted a bit. "Fuck me."

Trent was already mostly hard again after having shot a load into her mouth once, but having her say that to him and looking down at her, seeing her wonderful, curvaceous, nude body, the way she was looking at him, the desire in her eyes…

He was fully hard again by the time he got up against her and slipped right inside of her. Ann let out a loud moan as she accepted his shaft. Trent laid down on top of her and quickly began driving into her, the pleasure hitting him hard as he stared into her wide brown eyes. Ann was panting again, staring up at him, a wild kind of smile coming onto her face. He still couldn't believe this was happening, that he was living this moment, having sex with this attractive stranger, although like Mae, she didn't really feel like a stranger.

Both of them kind of felt like people he'd known for years, but had been away from for a really long time, and was getting back in touch with.

He went hard, like she'd wanted, pushing deep inside of her again and again. Ann moaned and yelled, gripping him tightly, holding him against her. They kissed and he could feel her pushing up with her hips each time he drove down into her, bringing him deeper within her. Time lost meaning as they made love, pleasured gasps and loud moans escaping them both as they went at it, and he almost didn't pull out in time.

But he did, remembering as the orgasm was coming up on him.

"Okay," he said, pushing himself up, "I'm gonna...oh man," he whispered, his eyes catching on her big brown-furred breasts, the way they swayed and jiggled as he screwed her.

"You're gonna bust?" she asked.

"Yeah," he managed.

She laughed. "I'm ready."

Trent drove into her more furiously for several more seconds, making her cry out, and then he pulled out of her and scrambled to get into position. It was awkward and clumsy, as he'd seen it done God knew how many times on porn, but he managed to make it and good fucking hell was it worth it. He put it in her mouth and she closed her lips around his dick and began sucking, triggering him instantly and he started unloading a second time. She let out a little moan as he groaned loudly, reaching up and working his dick with her hand, her lips secured around the tip. She sucked everything out and the pleasure almost blacked him out.

When he was finished, he sat down heavily on the bed, then laid down on his back, trying to get his breath back.

"That good?" Ann asked.

"That good," he groaned.

"Same...Mae?"

"Super, super hot but like, I'm so horny now…" she complained. "I actually came while you guys were fucking but like I'm still horny."

"I can have sex again," Trent said. "I just need some time."

"Awesome! Selmers, will you watch?"

"Yeah, sure," she replied. "But uh...you got anything to drink?"

"Besides water, no idea actually, haven't even had the chance to do a grocery run," Trent replied.

"Ah shit! I forgot to go see Gregg and Angus today! Ah hell, I should hit them up online...but I'm horny…"

"Okay," Ann said, getting up, "I'm gonna go see what's to drink, and get my weed pipe to smoke some more weed, and I'll be right back up to watch."

"Cool!" Mae replied, shooting to her feet. She took off her shirt and started peeling her panties off. "Come on, boyfriend, let's get you hard again. You say you're attracted to me, prove it!" Mae cried as she tossed her panties aside.

"All right but-oh shit!" Mae leaped onto him.