MILF Happy Hour

"Where you going?" Jenn asked.

"To get ready," Alex replied.

"So you're going to go into the restroom and get undressed, then come back out here naked?"

Alex meekly shook her head 'yes', but Jenn's expression told her that wasn't the expected response. She stopped, and while she appeared to be in deep thought she started undoing her top. Jenn's expression changed from 'WTF' to 'that's better'.

"I'm a voyeur, too, and the show starts now. Get those clothes off and show me what you've got," Jenn purred.

Jenn didn't wait for Alex to strip. She sat one glass of wine on the counter next to her best friend, and while watching Alex's every move she sat her own glass on the same counter just inches away. She kicked her sandles off and reached for the buttons on Alex's shorts. She stared deep into her best friend's eyes while undoing the buttons on her shorts. Alex didn't object, and took her sandles off, too. Jenn shimmied Alex's shorts past her hips until gravity took over and pulled them the rest of the way down. Still staring deep into Alex's eyes and ooking for the slightest hint of uneasieness Jenn finished unbuttoning her friend's top. Alex couldn't believe how sexy is was to have Jenn undress her, and all she could do was returns Jenn's intense gaze and let her finish. When her shirt was unbuttoned Jenn slid it off her shoulders. Standing just away, Alex in just her bra and panties, Jenn reached for Alex's glass and handed it to her. She grabbed her own and tilted it slightly to Alex in a small toast.

"You OK?" she asked.

"Definitely," Alex said before she took a quick sip. "This is so sexy! Did you undress Kasey, too? Before your threesome?"

Jenn put her glass back on the counter. She took one step closer to Jenn who reached behind her back, quickly undid her bra and slid the straps past her shoulders and down her arms.

"No, were playing 'Truth or Dare', and I dared her to get naked. I already was so thought it was time for her to get naked to. I dared her, and she disappeared into our bedroom. She came back wearing only a towel, teased us for a minute, then finally took it off."

After Jenn removed Alex's bra, she stepped back and studied her nearly-naked body.

"Damn, you're gorgeous," she said lustfully. "Charles is going to lose it when he sees you."

Alex blushed at Jenn's compliment. Jenn undid her own shorts and shimmied out of them as well. She took of the flimsy outer top then reached behind her back and undid her bra. She removed it while leaving her camisole in place and joined Alex in the 'almost naked' state, Jenn in panties and a camisole, Alex in panties only.

"One more minute..." Jenn said looking at Alex to see if there was any nervousness. When she didn't see any, she continued. "Time to give me those panties."

"What?" Alex mockingly asked. "You just undressed me. You're not going to finish?"

"I'd love to, but if I take those off I won't be able to stop myself. I'd..."

Before Jenn finished her thought Alex put her thumbs inside the waist band of her panties and pushed them down her tan thighs. Jenn couldn't take her eyes off her gorgeous friend as the satin material dropped and exposed the rest of Alex's curves. Her legs, arms, and stomach were tan but the skin under her panties was smooth, creamy white, and contained a perfect triangle of pubic hair in the center.

Jenn had seen Alex naked before, but it had been more than 20 years ago. Back then she thought her friend had a perfect body, but she had looked at it with envy instead of lust. Now she could study every desirable detail - the perfect face that seemed somehow more beautiful than when they were younger. Her breasts were larger but hung lower, and her large, tan nipples made Jenn wet. She had a smallish waist that curved into full, womanly hips that framed a perfectly trimmed patch of dark-brown hair covering her pussy. Her shapely legs deliciously descended down to perfect feet with perfect, pink toe nails. Even though they hadn't discussed it yet, Jenn was pretty sure she was going to spread those perfect legs later that night and bury her face in that perfect MILF pussy.

"Holy crap," Jenn lustfully cooed staring at fully-naked Alex. "Charles may cum as soon as he sees you - you're fucking gorgeous. I hope he doesn't - I want to see some action!"

Alex smiled and feigned modesty as she crossed one knee in front of the other partially covering part of her pubic area. As she blushed, the knock on the door they'd been expecting finally happened.

"Just a second," Jenn whispered as she closed the final step between her and her bestie. She wrapped her arms around Alex's naked body and pulled her tight against her own. She quickly ran her hand up and down Alex's bare back then grabbed her ass and pulled their hips tightly together. She buried her face in Alex's hair and nuzzled her neck before whispering in her ear.

"I want you after we are done with Charles." She quickly kissed her cheek and found her soft, full lips where she gave Alex a short, intense, wet kiss.

"Me, too..." Alex replied as she wished her first kiss with Jenn didn't have to be so short.

"Wait here," Jenn whispered. She walked around the short wall that blocked the vanity from the room door and opened it.

"Hey, Charles," she said as she reached her hand out to him to welcome him in. "Alex is waiting on you."

"Hey, Jenn - you're looking pretty h..."

As She led him around the vanity wall, Charles saw Alex in all her glory, standing naked waiting on him to satisfy her. He was so surprised he didn't even finish his sentence.

"She's gorgeous, isn't she," Jenn asked Charles as he stood with his mouth wide open.

He didn't speak but shook his head 'yes'.

"She looks good enough to fuck, so get undressed," she continued, dropping his hand.

Charles did as he was told, and in under 20 seconds he was as naked as Alex. He was a little over six feet tall and had the build of a former athlete. Most importantly, he was every bit as advertised - between his legs was at least 9 inches of magnificent manhood.. Even more amazing, it was as thick as her own wrist. When he first started taking off his underwear he was partially hard, but the time he took off his socks he was fully hard and ready to satisfy Alex.

"Wow, that is amazing!" Jenn purred. Alex couldn't take her eyes off of it but shook her head in agreement.

Jenn took Alex by the hand, but instead of reaching her other hand out to take Charles's hand, she took the large handle between his legs. She led them to the king-sized bed, and let go of Alex's hand. She used Charles's massive shaft as a lever and turned him to where the bed was behind him. Once she had him placed where she wanted him, she reluctantly let go of his hardness.

Charles sat down on the bed, reached his hand out to Alex and pulled her to him. Even though she was 5' 7", his huge hands made her look small as he cupped her naked butt and pulled her to him. He buried his face between her gorgeous tits and hungrily kissed each of them. She tilted her head back and moaned as she got ready for the next part. She looked in his eyes with a seductive gaze then pushed him back on the bed. She crawled in as well and straddled his body.

"Take all the time you need," he said in a deep, reassuring baritone voice. "I want you to enjoy this as much as possible."

Alex straddled Charles's legs so that she could stroke his massive shaft while trying to decide if it was going to fit in her. Jenn pulled a chair next to the bed so she could watch their every move. Once settled in she put her feet up on the bed just inches from Alex's leg. As her best friend continued to stroke the massive shaft, she noticed it looked like it was going halfway between her belly button and boobs. She wasn't sure if it was going to rearrange her insides or give her the most amazing orgasms ever.

Jenn took her phone and took a quick picture of Alex straddling Charles.

"Holy, shit! It looks even bigger on screen," she mused. She held the pic up for Alex to see.

"You OK if I share this with Mark? He won't believe how big it is without proof."

Alex shook her head 'yes' and raised up on her knees so she could maneuver the head to her pussy.

Jenn typed a text to her husband while watching Alex.

'What do you think' she typed before attaching the picture. After sending, she again watched Alex's every move. Alex maneuvered it between her legs and tried to lower herself on it. Charles was as thick as Alex's wrist, so barely any of the massive head fit inside her.

"Maybe some lube or lotion would help?" Jenn asked noticing Alex's struggle. Her phone chimed.

"I'm so wet, I don't think I need anything," Alex moaned as she tried again. This time most of the head disappeared. "Can you hand me my wine?"

Jenn read Mark's reply as she went to the counter to retrieve Alex's wine glass.

"I think you should do it," he replied. She handed the glass to Alex and sat back down. Once settled she typed again.

"No, what do you think of HIS DICK?" Jenn typed.

Alex took a long drink of wine and moved off to the side of Charles. She tipped the glass until she could pour the remainder on the head of Charles's dick. When it was running down the sides she took him in her mouth. Opened as wide as she could, she could only get about 1/3 in. She closed her lips around his shaft and moved her head up and down.

Jenn's phone beeped again.

'It's massive, Alex is almost as gorgeous as you are, and I think you should fuck him, too. Don't waste this opportunity. You let me fuck Kasey, so I owe you one.'

Jenn typed again.

'Maybe. Show's starting. I want to watch. I love you! XOXOXO, Jenn'

Alex licked all the wine off of Charles' erection while struggling to get more of it's massive size in her mouth. When she had him covered in her saliva, she again straddled Charles and raised up where she could guide him between her legs. This time she was able to get more of his huge dick inside.

"Oh my god, this feels amazing," she moaned as she raised back up.

With a few more attempts she had half of him inside her. Now she could get in a rhythm, slowly moving up and down, and adding a little more pressure to each downward push. With each thrust she felt the tightness of her pussy give way a little more, and a little more of Charles entered her. Every time she thought nothing could ever feel any better, another centimeter took her breath away and proved her wrong.

Jenn couldn't take her eyes off her gorgeous friend trying to take in the massive black cock. She had seen her naked many times when they were younger, but always in non-sexual situations. Her body had changed since those days, but Jenn now saw her larger, slightly droopier boobs, her larger hips, and her more curvy body as truly sexual and desirable.

As Alex got into an up-and-down rhythm, she finally took in his full length. She cupped her large, soft boobs and pinched her nipples between her thumbs and index fingers. At first her moans were understandable words like 'oh god' and 'fuck yeah', but the faster she rode him the more unintelligible her moans became. Eventually they turned to long, loud 'unnnhhhhhhhhhh' punctuated with grunting "I'm", urghhhhhhh, "gonna", ahhhhhhhhh, "CUM!".

Jenn was using the bed as an ottoman, and her left foot was just inches from Alex's leg as she lustfully rode Charles's giant erection. As she watched her friend move up and down riding the massive dick she also found it very erotic to see her red-painted toes so close to Alex's smooth, slightly-tanned leg. She began to lightly caress that beautiful leg, and feel of Alex's skin added to the visual stimulation and the sexual desire she was feeling. As Alex's pleasure intensified, the more turned on Jenn got. Then Alex stared sensuously at Jenn while running her fingers along Jenn's foot, and the sexiness of her gaze, plus site of her friend's perfect, pink fingernails mingling with her red toe nails was more than she could take.

Jenn hadn't been with a woman since she was a new teacher, and she and Mark had a threesome with her teaching friend, Kasey. That was new, and exciting, and very sexy, and she loved every minute of exploring Kasey's naked body, and having her friend give her amazing physical pleasure in return. But then life happened, and babies came, and life became more than the next sexual adventure. But watching her gorgeous best-friend-ever riding a massive dick had reawakened those desires she had felt with Kasey so many years ago. When she took off Alex's panties she desperately wanted to bury her face between best friend's legs and once again taste pussy. But after watching that same desirable woman struggle to ride a massive black cock and so obviously enjoying it, she also wanted to experience that.

"Oh my god... I'm going to cum again... ohhhhh fuck, yeah..."

Jenn was still surprised at how large Charles' dick was each time Alex raised up off of it. But she was almost shocked at how quickly it disappeared inside Alex's pussy again and again and again. Her moaning mixed with wet, intimate sounds of two bodies simultaneously giving and receiving pleasure made it nearly impossible for Jenn to just watch.

"Im cummmmmmming..." Alex scream as her body again tensed and delicious waves of orgasm raced through every nerve ending.

Jenn wasn't too surprised at how quickly Alex came. She also wasn't surprised as how incredibly horny she was. Before Alex finished her second orgasm of the night Jenn removed her camisole and matching printed panties. Charles and Alex couldn't take their eyes off her while she finally exposed her gorgeous 36D boobs with large pink nipples and the hint of light brown hair between her long legs.

"Oh fuck, that was incredible," Alex moaned as she collapsed in exhaustion. "I don't think I've ever cum that hard."

She rolled off of Charles and on to her back. She reached out to now-naked Jenn and pulled her into bed with them. As she tried to catch her breath she saw Charles cock still pointing to the sky.

"Do you ever cum?" she asked as she reached over and started stroking it.

"I do, but lucky for you ladies it sometimes takes a while," he answered.

"Well, don't just sit there - do me again," she said, eagerly spreading her legs.

Charles did exactly as Alex requested, but this time he was able to slide his dick inside her in a single motion. she moaned loudly while while his size again overwhelmed her.

"Oh my god, yes - that feels so amazing. You're going to make me cum again all over your huge, beautiful dick!"

Jenn laid down next to Alex while Charles frantically pounded her pussy.

"Does it hurt, or feel really, really good?" Jenn asked as she rubbed Alex's stomach and slowly moved her hand downward. She had gotten so aroused earlier feeling her foot rubbing against Alex's leg while Alex writhed in pleasure. Now she was smelling Alex's hair while feeling he lips brush against the other woman's ear while her hand caressed her stomach.

"It feels so fucking good," Alex panted.

"And you look so sexy getting fucked. When you get tired, I want to fuck him too." Jenn's fingers felt the soft fur between Alex's legs and then grazed across her clitoris. When Alex gasped Jenn continuing massaging that most sensitive area.

"Oh, yeah - you've got to feel this - but it may be a couple of more times before I'm done," Alex grunted her answer as Charles continued to fuck her.

"Fuck me... hard. Give me all... that massive dick!" she grunted between thrusts.

Charles fucked her even harder, and Jenn loved watching her boobs violently move with each thrust. She took one in her hand and another in her mouth, and the combination of all her sensitive spots being attended to at one time caused another earth-shattering orgasm. Charles pulled out, rolled her on to her stomach, raised her hips up, and reentered her. Her moans were even more unintelligible as he violently fucked her doggy style, and Jenn was sure she came at least twice more before she collapsed.

"Oh my god I'm worn out," Alex panted as Charles rolled off of her and on to his back, his dick glistening with Alex's sexual juices. "That was more amazing than I could ever imagine, but damn I'm wore out."

Jenn crawled across Alex's naked body. When she was between the two, she took Charles dick in her hand. She had touched it twice already, but this was the first time it was for her own pleasure. She opened wide and took him in her mouth and enjoyed the taste of her best friend's pussy for the first time. She was so horny after lusting after Alex's body and then watching her cum, and she knew once she took Charles inside her, she would cum right away.

Alex was exhausted from her massive multiple orgasms, but Jenn's naked body crawling over her invigorated her. She rolled on her side close enough to Jenn to whisper, "I had to cheat to get to experience this amazing dick, and you get to do it with your husband's permission? That's not fair..." she mockingly teased.

Jenn paused from licking Alex's juices off of Charles long enough to reply, "Weeeellllll, it's not totally free for me... I had to make him a promise, too." Then, she moved the final two inches between the two of them and gave her best friend another short, hot and wet kiss. She pushed her tongue in Alex's mouth until she felt her tongue, and the she quickly, softly sucked on it. Alex eagerly kissed Jenn as well and was almost disappointed when she stopped kissing to return her attention to Charles.

"What did you promise him?" Alex asked. Jenn had taken almost half of his nine inches in her mouth and had to reluctantly release it to answer.

"I promised him a couple of naked pictures of you..." she said as she stared into Alex's eyes while running her tongue from the base of his shaft slowly up to the huge, dark head. She lightly flicked her tongue across that most sensitive area while wearing a naughty grin.

Alex seemed surprised but pleased at the request.

"I guess if your staying with me and I get you for the whole night I can do that..."

Jenn rolled on her back, spread her legs and looked at Charles with a 'come fuck me' look. Charles knew what she wanted and moved between her spread legs. When he placed the head of his dick in the opening of her pussy she gasped and looked at Alex.

"Can you grab my phone and text Mark? Our last message should be showing. Tell him it's you, and that I'm doing what he wanted me to do."

She was about to ask Alex to do one more thing, but when Charles pushed more of his dick inside her, she gasped and forgot about anything else other than how amazing it felt as he entered her. Alex took her place in the chair and opened the phone, and as her best friend moaned in erotic pleasure she started typing her message to Mark.

"Hi Mark - it's Alex. Jenn asked me to text you."

She thought about adding the next part but decided to send instead. Within seconds the phone buzzed with Mark's response.

"Hi Alex - did she do it?"

Alex typed 'yeah she did' and sent the message. She turned the phone sideways to get a picture, but before she could take it, Mark replied with a picture request. She took a few, and looked at each one for the sexiest view. She found one with Jenn's long legs spread wide, her red-painted toes pointed as Charles huge dick was about half inside her pussy. Her 36D tits moved in unison to his thrusts as her hands grasped his butt.

"How's this?" she typed and then sent the attachment.

"It was almost a minute before he responded. Since it wasn't almost instantaneous like his earlier replies, she was a little concerned the picture was more than he could take. She relaxed when he finally did respond.

"That's fucking sexy as HELL!" he replied. A few seconds later the phone buzzed again.