Darlene and I have had a great sex life in our two years together, with me getting her to do sexual things she previously would never have considered. She is divorced and 33 and I am divorced and 45. She is 5' 5" a beautiful redhead, slim with great breasts, especially large pink nipples and aureole. Her sweet pussy is tight, delicate and relatively, inexperienced. I got her to show her attributes more than her usual conservative way and to act out (partially) a fantasy of mine. When we traveled recently, I encouraged her to act as if she was by herself at the club in our hotel, flirting with men she found attractive, teasing them and finally I even got her to let one take her to the parking lot to feel her up and then join me in our room. Even though I told her that it was OK to go further and bring him up, she would not. When she returned to the room she tried to convince me she only wanted me, but her soaking pussy betrayed her. We had a wild night of sex and she came as I got her to admit she wanted his cock in her. As soon as we rolled apart however, she was back to her conservative self, saying she really would never do anything like that. The following week, a friend of mine, Billy, was in town. He had moved 1500 miles away and was here to party. The three of us went to a local club. Darlene took turns dancing with both of us. She whispered to me that Billy had gotten her hot during the last slow dance. I pushed her to tell me more but she got up to dance with him again. Another slow song. I watched as he rubbed against her and saw his large hands on her ass. When they returned he asked us to come back to his hotel and Jacuzzi. Darlene was reluctant, but we went. When we got there, we went out on the balcony and I kissed her, slipping my hand into her panties, feeling her soaking pussy. I asked her teasingly if she was hot because of Billy and she moved my hand and tongued me hard. I told her to "be nice to Billy" and I went in to the bathroom, leaving them on the balcony. When I returned, they were kissing and Billy again had his hands on her great ass. Darlene was startled and embarrassed when I surprised them and she headed for the bathroom. I told Billy my fantasy, which totally exited him and I said, let me see what I can do. When Darlene returned, I met her in the room, leaving Billy on the balcony. I took her in my arms and kissed her, guiding her to the bed. I again slid my hands down inside her panties feeling her wetness. She protested as I continued our sensuous kissing and slid her panties and shorts down and off. I kept kissing her not allowing her protests to deter me as I maneuvered her and fingered her. She had never been hotter. I motioned Billy to the bed, and he sat down next to us quietly removing his shorts and took my place kissing Darlene. She glanced at me as I slid back, allowing Billy to replace my hand with his. Darlene gave me a look I'll never forget as she moved around to hold his cock. It was then that she (and I) noticed what she had a hold of. Billy's cock was enormous, at least 9 inches and very thick. Her fingers could not close around it as she attempted to get the head of it in her mouth, all the time giving me disgusted side glances, like, "I'll show you". She took about half of him in her mouth and then shook with her first orgasm. Next, Billy moved around sliding his huge cock head up and down her very wet slit. It looked like an impossible fit but she arched up, wanting it, trying to get the head in. I was looking at her face, then at her pussy as the head of his cock disappeared into her pussy. I moved my rock hard cock to her mouth and she payed no attention to me and moved her head as he slid another few inches into her. Just then another intense orgasm hit her as she bucked and shuddered. Billy took advantage, pushing the rest of his long cock to the very back of her quivering pussy. I had never seen such a surprised, yet lustful look on her pretty face before. As Darlene's breathing slowed down she looked at me, smiling slightly as she slowly took my cock in her mouth. As Billy started to get in rhythm he slid her top off and began sucking her beautiful nipples. I started my own earth shattering eruption pulling out shooting on her face and breasts. I slid back a bit and enjoyed watching as the two of them french kissed and spoke in gasps as they fucked like porn stars. I moved closer and watched in amazement as Billy's monster cock plowed into her previously sweet, tight pussy. Their moans started to change as they both neared orgasm. Darlene saying "Oh God, Oh God, you're about to shoot, shoot, give me your cum, oh God, I'm cumming". Billy mouthed that he too was cumming and they thrashed and held each other tightly as they vocally came together as I watched. I then moved up, kissing Darlene and told her it was OK. She was still shaking as Billy continued to slowly slide his wilting cock in and out. He kissed Darlene deeply, slowly rolling off, watching his still huge cock pull out of her pussy, leaving it gaping open, reddened and cum pouring out on to the bedspread. Darlene and I also witnessed the same moment, my cock had never been so ready. I moved on top of Darlene before she could react, easily sliding in to the hilt, feeling no resistance in the pussy that had always been so tight. A pang of doubt hit me as I fucked her hard, my balls slapping against her cum soaked ass. She looked me in the eyes with indifference for a bit, the she got into it, and began moving with me, sucking my tongue as we both came yet again. I stayed inside her as my thoughts clouded with doubt. Billy gave me a gentle push off of her, and he took my place, pushing his giant, hard again glistening cock all the way in, causing Darlene to squeal with excitement and lust. Their session continued while I went to the bathroom, then I took a walk to the lobby, and returned to find them as I had left them, kissing and fucking fast and furiously. I sat in a chair by the bed watching and thinking. After that night two weeks ago, our sex has been awesome and her pussy is slowly tightening up again. I must admit, I like it tight, but the feel of it after it had been mauled by Billy's "battering ram" was equally awesome. Billy emailed us that he is "cumming again" in six weeks. Darlene gave me a shy, embarrassed look and said "I just want you . . ." I said, we'll see . . . then I took her by the hand and we had another great fuck session . . . she had only been wetter and hotter one other time. We'll see. . .