My two year relationship was going well, but when an old friend "Billy" showed up in town one Friday night, an old fantasy idea of mine started to play out. Darlene, my girlfriend, and after her 10 year relationship ended, she was willing to let me do things to her and with her, that she had never dreamed of. She is 5' 6" and weighs 117 pounds, has red hair, great legs, and fantastic 36C breasts, with nipples that can extend more than 12" when sucked. I had suggested adding some spice, in the form of another man, but she just wanted me. However, I thought she was expressing her prudish beginning, because her softness betrayed her words. That night Billy had asked me if we would want to come to his hotel and Jacuzzi, giving me a wishful and obviously horny look. I asked Darlene and to my surprise, she asked why, and gave me a totally sexual, yet shy look. She and billy had danced at the club we were leaving, and when we arrived at his room, we were feeling no pain from the alcohol we had consumed. I took her out on the deck, kissing her and feeling her. She was soaking wet. I looked her in the eyes and said, "let's just play this by ear, and be nice to Billy". He had gone to the bathroom and came out in his boxers. I excused myself and went to the bathroom, giving the time alone. When I came back in the room, they were kissing on the deck. I went out, brought her back in and started to really make out, fingering her totally soaked softness and removed her top, with only mild protest. As I removed her shorts and panties, I motioned for Billy to come in.

When he sat down next to us on the bed Darlene whispered "you bastard" in my ear, as she felt Billy's hands playing with her hardened nipples. I moved enough for Billy to slide in and kiss her. Then things heated up big time. He had his shorts off, and was fingering her as she thrust up with her hips. That was when we both saw Billy's length for the first time. Darlene moved to hold it looking me right in the eyes as she slowly took his huge length in her mouth. It was the most erotic sight I had ever seen, although I was stunned by the size. He was 10" and very thick. Her mouth was totally stretched to the max and her hand couldn't reach all the way around it.

Then he pulled out, laid her down, and positioned himself to enter her. She was rubbing it on her soft edges, not knowing whether she could take it all. He slowly pushed his enormous length in as she squirmed to accommodate his size. She again looked into my eyes with a combination of lust for his length and at the same time, expressing her anger at me for the "set up".

Darlene was now ready to take more, and he slowly shoved the other six inches or so deep into her.

She had him completely inside her sweet stretched softness. They began to get into their pace, and she was coming almost in one continuous orgasm. I had never seen her go so wild as she bucked, looking at me occasionally with indifference. They played for a long time, and I took a walk around the hotel, not knowing how I was really taking this. When I got back, nothing had changed, as they continued to play wildly. I moved up placing my length by Darlene's mouth. She turned away for a brief moment, then turned smiling at me as she slowly took my hard length in her mouth. She looked at me, then at Billy. I came in no time and pulled out just as she concentrated on Billy's twitching length, as it started to explode deep inside her battered softness. She began cumming has he drained his huge load in her.

Darlene had a totally played out look about her as Billy dramatically and slowly pulled his still huge length from her, looking down as her reddened softness clung to his shaft, then he looked her in the eyes and said "wow", Jay is one lucky man.