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A Great Night. (bi, mmf,)

I'd always had the fantasy of watching Max have sex with another man and our neighbor, Jim, seemed to be the perfect one. He was a sweet, big, funny, bear of a guy who'd become a true friend over the past year. He was also openly gay, which was a big plus. It was an obvious no-brainer to me, but Max wasn't sure. He was excited by the idea, judging from the instant erection he got whenever I brought it up, he was just concerned about Jim's reaction. He kept running through all the what if's. What if Jim wasn't into that kind of thing? What if Jim felt awkward or uncomfortable afterwards? What if it hurt our friendship? Jim's in his mid twenties, we're late forties, what if the age thing bothers him? I knew he was overthinking the situation, as usual, and I knew from experience that what he needed was a little push to get things started.

One morning, after Max left for work, I walked over to Jim's with a proposition. That night when Max got home the apartment was dark except for the light from our bedroom. I heard him moving around, keys dropping onto the table. Then I heard him coming down the hall, trying to be quiet. Jim was standing naked, leaning against the dresser and I was sitting crosslegged on the bed in a t-shirt and panties. Max froze when he came through the door, looking more than a little surprised. Jim and I were grinning like idiots. After a minute, I reached over and tugged on Jim's cock. "I brought you something." I said, in what would have been my sexiest voice, if I hadn't started giggling.

Max wriggled out of his clothes in about thirty seconds and if I'd had any doubts about his reaction to the little scene, they were gone when I saw his hard cock come bobbing out of his boxers. I motioned him over. "Come on," I said. "I want to see you guys kiss." I figured I'd gone to the trouble to set things up, I should have a say in how it went. They didn't seem to mind, in fact, they started making out like horny teenagers. Biting. Kissing. Running their hands across each others bodies. I slipped off my underwear, tossed them onto the floor and started fingering myself, without once taking my eyes off the action. I loved the way they looked together. I was especially turned on by their differences.

Jim was a large man. Six feet three or four. Two hundred fifty or sixty. Meaty with just the start of a belly. Dark fur on his chest and legs. Max was smaller. Five feet ten and, maybe, one hundred seventy pounds. His skin was hairless and pale. Their cocks were close in length, but Jim's was very thick and veiny, with a head that mushroomed out like a weight pulling the stiff shaft down, straight out in front of him. Max's was smooth, slinder, curving up and away from his body. Very different and very sexy. Every time Jim's big hand cupped Max's ass I thought I'd faint.

"That's nice," I said, sitting up for a better view. "But you know what I want to see." They both looked over at me, smiling, and Max dropped to his knees in front of Jim without saying a word. This was so cool. It was like directing my dream movie, only better. He started by running his tongue across Jim's balls and up the underside of his cock. Teasing and licking the swollen glans. By the time he took the oversized head in his mouth, his lips gliding down the fat shaft to the base and back to the purple tip, Jim was already moaning and breathing hard. I didn't think it would take long and I was right. Within a few minutes Jim was pumping like crazy and Max was glued to his cock. When Jim climaxed Max milked him for every drop. I was impressed.

Jim practically tossed Max onto the bed next to me and started sucking his cock. Max lay back, eyes closed, lost in the sensations, one hand on Jim's head as it bobbed up and down. I noticed that Jim was playing with himself at the same time and I leaned over and got the KY I'd stashed in the nightstand. "I'll be the fluffer," I told him, scooting next to them. "And you concentrate on what you're doing." With that, I began to fondle and pull at his dick, covering it with a thick layer of lube, all the while whispering in his ear about the nasty things I wanted to see him do. My other hand I found Max and eased two slippery fingers into his ass. He was groaning, muttering under his breath. By the time he came, Jim was as hard as a rock again. Don't you love younger guys?

Jim rolled Max over and pulled him onto all fours at the edge of the bed. I spread Max's cheeks apart, as Jim moved into position, and realized that he was a lot bigger than my strapon. I didn't know if Max would be able take something that size. In fact, watching Jim press his cock against Max's ass, moving it from side to side, trying to work it into the tiny opening, I was pretty sure Max couldn't. Then, suddenly, the enormous head slipped inside. Max gave a loud grunt and I could see his body tense. Jim stood motionless, breathing deeply, giving them both time to relax. After a moment he bagan to ease his cock in slowly, an inch at a time, sinking the entire length in Max'x ass. Then just as slowly, he slid his cock back and repeated the same motion again.

I think he was very close to cumming at first, but he got control quickly and began increasing the speed. Finally he settled into a steady pace, driving his cock into Max with smooth, even strokes. I could tell he had found his rythym and I knew my baby's poor little ass was in for a serious ride. I crawled around in front of Max so he could eat me while I watched. Each movement shoved his mouth against my clit, sending wave after wave of pleasure through my body. I lost track of how many times I came and what was going on around me. I was pulled out of my daze by the bed shaking wildly. Jim had put one foot up on the mattress to get a better angle and was pounding his cock into Max's ass faster and harder with each thrust. They were both moaning and cursing when Jim burried his cock to the base and froze there for a second. He rammed it home again and I could see cum running down Max's legs. Then he eased it in as deep as possible on last time.

We all collapsed, trying to catch our breath. Talking. Laughing. Someone was thirsty, maybe me, and after much decussion we headed down the hall for beer. Giggling and playing grab ass all the way. Jim was like the energizer bunny, his cock standing out stiff in front of him. Before we'd finished our first bottle, he had Max bent across the kitchen table and was fucking his brains out. The edge of the table banged against the wall each time he drove his cock home, Max was moaning, Jim was grunting and I was sitting on the counter cheering them on. I wonder what the neighbors thought?

The three of us finally ended up back in bed, Max and I screwing while Jim watched. Then we all snuggled up together. Tired. Happy. An old movie on the tube. I was just drifting off when I glanced over and saw Jim lieing on his back in the blue TV light, his dick as hard and fat as ever. "Baby," I said, nudging Max with my foot. "I think our friend still needs a little attention." I fell asleep watching Max slowly sucking Jim's cock.

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