It was a Saturday afternoon. Bill had come round to help me put up a shed; the heavy work had been done, leaving the finishing which could be done anytime, so we had adjourned to the living room for a cup of tea. (Bill and his wife Jill were friends from the pub. We’d tried a soft swinging session a couple of weeks earlier, but as the heavy petting progressed Jill got cold feet so that was that. I was not too disappointed as Jill was very poorly endowed, and I like a good pair of tits to get hold of when I’m screwing. We were still all friends). Being a warm day, Carole was dressed lightly in a strappy summer dress that emphasised her curvy figure and permitted a good view of her cleavage. This was a view well worth seeing as she was wearing a new bra that pushed her 40DD’s up and out. Lovely. I could not resist it. I moved behind her, put my arms around her and fondled her breasts. Bill looked on with a grin. Rather than tell me off, Carole leaned back a little, pushed her arse into my swelling groin, and said “That’s nice.” Taking her cue I slipped a hand down the side of her top, inside her bra, and held naked tit. Still no complaints! Game on, thought I. Removing my hands, I slipped the straps off of her shoulders and lowered the top of her dress, then unclipped the bra and slipped those straps aside allowing it to drop free of her breasts. I then went back to fondling them. Bill was watching with the same interested expression, then came forward and took a tit in his hand. “Give it a suck” I told him; he went on his knees and took a nipple in his mouth. He carried on sucking and fondling her mams while I lowered Carole’s dress to the floor, disentangled and removed her bra, and then put my hand on her hips and lowered her panties to her knees revealing her light-brown very fine pubic hair. She lifted a leg, gave it a shake, and the panties dropped off that side and to the floor. She kicked them free of the other foot, leaving her totally naked. Still behind her, I moved one hand to her breast, the other to her snatch. Bill moved his mouth from her breasts, down over her stomach and to her bush, licking her all the way. I used my leg to nudge the inside of the knee, whereupon she moved her legs apart allowing Bill to get his mouth and tongue between her legs onto her clit, whilst I carried on fondling her breasts and squeezing her nipples which she loves. After a very few minutes of this she was whimpering with excitement. I let go of her tits long enough to get my kit off, then resumed my position and attention to her chest, this time bending her forward a little, bending my knees, and sliding my rigid prick up against her slit from behind, with the tip parting her lips and then slipping in a few inches, she was so wet. Then she came. After her long first orgasm, we broke off and Bill removed his clothes. While he was doing this, I guided her to our large leather pouffe and pushed her forward over it, kneeling behind her. I was now able to enter fully. When Bill came over I offered him my place, removing my wet cock which glistened with her juices. He took my position and slipped his very meaty seven inches right up to the hilt at the first thrust. I moved around to the front of Carole. She took my tool and dragged it – and me – to her mouth, where she wanked and sucked me while Bill powered away behind her. She came again, and then a third time as Bill’s prick enlarged and filled her even more prior to coming, which he did, deep inside her, very soon after. While this was happening I came into her mouth. She swallowed it without any hesitation, which was a bit of a surprise as she usually takes my cock out of her mouth just before I come, or spits soon afterwards. Bill and I both withdrew our shrinking pricks from their respective orifices. Carole moved over to the settee (fortunately also leather, in view of the amount of semen that shortly drained out of her cunt) to rest. I followed, buried my head in her groin, and enjoyed a cream pie with what was left whilst I licked her to more orgasms. Bill sat beside her playing with her breasts while she gently played with his prick and balls. After a few minutes of this we were all ready for some more action. This time I took her as she lay with her bum half on, half off of the settee, while Bill had a blow job while kneeling on the settee beside her. After that we were all knackered. We made some fresh tea (the other cups were long cold by now), got dressed and carried on with what we had been doing before. It turned out that she had been disappointed that our earlier attempt had failed, mostly because she had felt the size of his equipment before Jill stopped the fun. She’s not liked to tell me in case I was put out by Jill’s attitude. So she’d dressed provocatively for us that afternoon and got the result she’d hoped for.