My friend from school, Billy.

[Myjanie12]

Well I ran into an old elementary school friend Billy. He and I go way back. We went to school together from second grade through sixth. I was in a local shopping mall when all of a sudden I heard a voice from the past. I turned around and there was my old classmate and best friend Billy. Now I hadn't seen him since the mid eighties. We talked for a bit and we chatted for a bit and I invited him over for dinner on Friday evening. He was really excited about getting together.

Billy and I were really close but we went to different schools after elementary school so we like many people drifted apart. In fact we would have sleep overs at our houses and have so much fun. The last sleep over was really a crazy one it was Christmas 1977. Billy came to my house and we stayed up all night. Playing records and watching television and talking about being in Jr. High School. Billy also brought over a collection of his fathers Playboy. It was around 11:00 pm and Billy got out the Playboys. I was so excited at new material and lots of it. I only had one of my brothers OUI magazines and had that memorized. I had been masturbating to it and the Sears catalogue for a good while.

Not sure how it came up but I believe that Billy started talking about how he masturbated to the Playboys. Being such close friends I had no trouble talking about it with him. In our fully finished basement which had a work room, a bedroom, complete kitchen, laundry room and then the family room with two couches that when you took the covers off doubled as beds. The lights were off except for the television. Billy and I stripped down to our underwear. He was on one of the couch beds and me on the other. We both ended up naked masturbating to the hot nudes in the magazines. Billy and I talked about what turned us on. I told him that I thought my masturbating was going to payoff to whoever I ended up with.

I wasn't embarrassed at all to reveal myself to him nor was he to me. Billy was taller than me now as I was taller than him up till sixth grade. I wanted to see his penis to see how I compared. I went to the work room and came back with a tape measure. He went first and he measured himself at just about seven inches. I then measured myself and the way I first did it I got six inches. Billy told me I did it wrong and he re measured me at five and half inches. Wow so Billy was bigger than me by one and a half inches. This was the start of my fascination with other men's cocks and comparing them to see how I measured up. This would be my first loss to a bigger guy. One of just many and I had better get used to it.

Billy came over to my bed and laid down at the other end with his magazine and continued masturbating. We talked about how much seamen we made. Billy asked me what if we did each other to make it more exciting. He said that it would feel really good if we did. He asked if I was afraid to do it. I told him that I would be ok if he was and only if he swore that no one would ever know what we did. He agreed to it and we spit on our hands and then shook on it. I then had a really great idea. In the spare bedroom down in the basement was a closet with a few of my sisters dresses and the dresser had panties and other under garments. I told Billy about my idea and he was really excited.

So I went in the bedroom and found this really sexy red sequin dress. I also found a full pair of panty hose control top. I put them on and also used some makeup and then put on lip stick and to top it off I found a pair of high heels I could squeeze into. When I came out of the bedroom Billy whistled at me. My hair was long then as was most guys in the mid to late seventies. I gave myself a shot of her perfume too. Then I laid down next to Billy and I started stroking his super hard erection. I was really turned on and my boner was hurting me pressing hard against the sequin dress.

I stroked him and he was really enjoying it and I could hardly wait until my turn that is if I lasted that long. Then he decided to stand up while I knelt in front of him and stroking his long hard cock. Now I have always been an ass guy loving to squeeze and rub or be rubbed. So I took my free hand and rubbed his ass. He really enjoyed it and he became harder if that was possible. I didn't think about anything other than what I was doing. I was so aroused stroking him and rubbing his sexy ass. Billy began telling me how hot I looked. He wanted me to bend over so he could pretend to hump my ass. He told me that my ass looked more like a girls ass especially in the panty hose.

He rubbed his long cock up and down my crack. Then I felt him pulling at the panty hose and he pulled them down. I felt his head poking my very tight hole. I told him no back door. He continued to rub it up and down my crack. Then Billy decided he wanted a change. He started talking about blow jobs and asked if I had ever had one. I said that I fantasized about it but never had it done. He told me that he watched his older sister blowing her boyfriend in their basement. Billy asked me if I would try and do it to him. I told him that I wasn't sure about it. Billy kept on till I finally caved in because he said he would do it to me. So there I was really exploring the possibilities with my best friend.

He told me what to do from seeing his sister. First I licked his long shaft and then I ran my tongue over the tip before taking him in my mouth. I never told anyone about what I did including my wife. Billy said he never told anyone about our experiment either. I got him a couple times with my teeth by accident and I was going to stop but he told me to keep going anyway. I did working on his sexy cock and had to stop several times cause I got hair in my mouth. Then without warning I felt him let go and filled my mouth. It was very warm and kind of sweet tasting. I gagged a bit but managed to swallow most of it. I ran and got a drink of orange soda to clear my mouth. Billy wouldn't wear the dress and he didn't give me head but he did rub my ass and get me off stroking me though. I wanted to finally tell about our night and this now leads up to the dinner on Friday night with my wife.

[Myjanie12]

Well Friday finally arrived and I made sure that Jane fixed all Billy's favorites. Fried chicken and mashed potatoes, gravy, green beans, applesauce, and dinner rolls. Dessert was a chocolate cake with vanilla ice cream and cold beer to wash it all down. Billy asked me if I had told Jane about or encounter. I told him that she didn't know and he asked if I minded if he told her about it after dinner. I told him go ahead and so after dinner he embellished to her the account. She sat there in amazement listening to his every word. Then Jane smiled and laughed calling me a tally wackier sucker. We sat talking and catching up on what we had been doing.

Billy then makes a confession that the first time he met my wife not long after we were married how he wanted to fuck her brains out. I was getting turned on by what he was saying. Billy started describing Jane's body and what he wanted to do to her. He also said he wanted to tie me up and make me suck his cock once again. Jane sat at the table legs crossed and finishing her drink. She then asked me what I thought about Billy's revelation. Before I could answer her she asked if I wanted to watch her sucking Billy's cock. Then Billy said he had a great idea. We could have a penis contest with the winner getting to tie up the loser and suck the winners cock and then the ultimate prize, Jane's wet pussy and mouth while the loser watched.

Jane looked at me and asked if I was up to a contest. I told her that I could hardly wait. She asked me if I wanted to see my buddy from school fucking her good and hard. I told her to get the ruler. She went to the kitchen and came back with the wooden ruler. Billy laughed saying how appropriate as it was my old elementary school ruler. He was surprised that I still had it. Jane told us to follow her upstairs to the bedroom. She smacked her right ass cheek while we made our way to the bedroom. Jane lit some candles and a stick of incense. Then she pulled the bedspread off onto the floor. She grabbed a sexy piece of Victoria Secrets Lingerie. It was pink and a real boner making.

She went into our bathroom and put it on. From where she was we could see her get topless via the vanity mirror. She yelled out for us to strip down to our underwear. We she came out she couldn't believe her eye's in that Billy was wearing a thong with a little patch that covered just enough but you could tell he was packing. So Jane said for us to drop em on the count of three. We stood before her and she counted off. On three we dropped em and she came over to me and laughed as she measured me and announced four inches. Billy asked what happened cause he remember me being at least five and half inches. Jane told him I had the incredible shrinking penis. They both were laughing at me. Then she grabbed Billy's cock and stroked it until all the wrinkles were out. She measured him and announced eight and three quarters a real man sized penis.

I asked Billy how did he grow even bigger. He admitted to stretching devises and taking all kinds of supplements to go along with it and that he would help me grow my cock bigger too if I wanted. If I didn't mind another man touching me. I said sure thing what do I have to lose. Jane laughed and said I needed all the help I can get. Then Billy asked where the shackles or cord was to tie me up. Jane came back from our closet with a plastic container full of all kinds of toys including several large life like penis's including a huge black one. Billy picked it up and asked Jane if she had ever fucked a brother. Jane laughed and said," do sharks bite?" Then she told Billy that was my favorite fantasy watching her getting fucked by a couple well hung black studs in a motel room.

Billy tied me up my hands behind my back while sitting in a chair. Then he smacked me in the mouth with the back of his hand. Dam that hurt and I yelled out. He smacked me again right across the mouth and it stung. Jane called him a bully and he grabbed her by the hair and pulled her down on the bed. He then tied her spread eagle on the bed and he came back over to me. He put his cock on my lips and told me to start sucking it calling me a little fucking no dick bitch. Jane didn't like what he was doing and called him an asshole. He told her to shut the fuck up her turn was coming. I really didn't want to perform oral sex on him as I didn't like how he was treating us.

I went ahead and started licking his big huge cock and then he forced it down my throat and I gagged. He grabbed me around the throat and choked me I almost passed out. My cock was so hard and he started licking it and then he went crazy sucking it for all he was worth. It felt so good and he told me that he wished he did that on the night we did one another. He also said that he wanted to fuck my little sexy girl ass so badly. He asked me if I wanted his cock in my ass. I said yes and he pulled me up out of the chair and laid me across Jane's belly. He asked if we had any lube. Jane told him in the night stand. He grabbed some KY his and hers and squirted some on his huge cock. Then I felt him as he entered me oh it felt good and also a bit painful if he went to fast.

He fucked me across Jane's stomach and made sure she could see how my ass was stretched open by his big thick member. He decided that he wanted something else and he put me back in the chair and told me to watch. Then he proceeded to try and make Jane suck his cock but she refused him. Billy became enraged and he came over to me and stuck me twice in the stomach. Sitting I just doubled over and he grabbed me by the hair pulling my head back and bringing his hand back. I waited for his hand to hit me but Jane yelled out to stop. He looked at her holding my head backward and asking if she would do as he asked. She nodded and he went over to her and she started licking his big cock. I watched as she then sucked it. He was on top of her facing the head board with his cock in her mouth.

She sucked on him for about five or six minutes. Then he stopped and next he unbuttoned the snaps on her lacey little pink panties. He asked If I could see ok. Then he squirted some more KY on his huge penis before entering Jane's pussy. I watched as he worked his ass up and down nice long strokes so I could see his long shaft covered in a mixture of their juices almost come out but stopping at the tip. Then he would pull out and re enter Jane and she was going crazy telling him to not pull out but he ignored her. I could tell she was getting really mad. Then he started going faster and she was now almost screaming from the rough sex. He told her what each type of thrusting was. Like slow and smooth was a gentle lover, while fast jabbing deep thrust were those of a mad crazed rapist who loved being in control of her sexy body. He continued with those asking her if she wanted more. She begged him for harder and he pounded her twat like a jack hammer on a city side walk. She was almost crying from the pounding he was giving her.

I watched as he fucked her brains out and his ass pumping deep driving his enormous cock inside her already stretched pussy. He was really giving her a good going over. She asked if he would untie her hands so she could rub his ass. He did so and she dug her nails into his ass which in turn made him thrust even harder. They were now into a really good rhythm and I knew it wouldn't be long before she climaxed. I looked into her eyes as he filled her pink stretched clit full of his hot juicy seamen. She dug her nails in his ass and screamed for joy as his jack hammer of a cock pounded the cum in her thirsty hairy snatch. Then he pulled out cum dripping from his cock. Her pussy was still stretched open and I could see right inside that cum filled cunt. Oh my so much milky seamen in her. He then came over to me and ordered me to clean his cock. I gladly did so and upon finishing he untied me so I could have at her.

I climbed right on top of her and boy did she feel lose. Between the stretching and all the cum my little dick was just rattling around inside that gapping hole. I decided to pull out when Jane said she couldn't even feel my tiny cock in her. I went down on her and clean her up getting all the cum I could even sticking my tongue inside her out stretched twat. I untied her and she got up and rushed over to where Billy was sitting and lowered her shelf onto his semi hard fuck stick. She was bouncing up and down on him and he went full tilt hard in just a few seconds. She road him for the longest time while he was sitting in the chair. Finally he filled her again and this time he was screaming as his hot cum was shooting inside her. She was so wet like nothing I had seen before. When she raised off him a long stream of sticky creamy goodness hung between the tip of his manly cock and to somewhere inside her open hole. Then as she walked around the room he was running down her legs. I offered to clean it up for her but she said that it felt good being so wet and sticky. Wow! I must admit he really gave it to her good. So good that I tried to use my little thing on her and she wanted nothing to do with me saying she wouldn't feel me anyway and asked when he is coming back to take care of her. I handed her my cell phone and she called him up and he is coming over sometime this week. She told him he should plan on spending the night. Looks like masturbating and the guest room for me in my near future.