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3 way fun for the first time

"Hey, that's not fair." He stated in a joking way.

"Yeah, but with people watching it's not that bad." My wife told him.

So we agreed on a time and he was there working on loading the camera and stuff.

We settled down and had a few drinks and decided to do it in the living room where there was more room to work.

"That's fine." Rick, our friend said. He sat one camera on a tripod and held the other in his hand. We had thought about a video but changed our minds. Maybe next time.

Sherri undressed, except for her panties and laid on the floor. I took off my pants and shirt and laid next to her.

"Why don't you let us know what to do and sorta direct us to get the best shots." I told Rick as I noticed he was staring at my wifes amble breast.

She's a 36D, not firm but very nice. Large nipples. She has a little sag going on, but after a couple kids that can be expected. They are very nice though.

Sherri was blushing as she noticed him looking at her, but still wanted to do it.

"Ok. Uh....why don't you guys just start by kissing and touching and I'll move around and get some shots. If you feel like letting go, then go for it." He told us.

Sherri kissing my lips and then moved to my ear. I really like her to do that. When she got there she whispered......

"Did you notice that Rick has a hard on?" She said, then she sucked my ear lobe into her mouth.

"Ummmm, you like that don't you?" I whispered back as I began to fondle her exposed breast. Rolling the nipple around between my fingers as she laid her leg across my waist.

"Uh Huh." She moaned.

Rick was busy taking picture after picture. Move from the hand held on to the tripod. Sherri kept pulling her head away and looking over at him to see if he was doing anything other than taking pictures. So did I.

You could tell he was liking what he was looking at by the bulge in in pants.

I slowly kissed down her neck and found her breast. I flicked my tongue on her nipple and she let out a sigh. Moving my hand down over her stomach I found the elastic band on her panties and ran my hand under it. With one move I pulled her panties down to her knees and caught them with my foot and removed them the rest of the way.

I pulled my hand back up and found her hot wet pussy dripping with excitement.

"I want to taste you." I told her as I kissed my way down across her stomach to her neatly trimmed pussy.

She laid back and pulled her legs up to give me access to her soaked clit.

"Ummmmm, yes." She moaned as my tongue slid across her clit in little circle motions. I looked up over her body and saw that she was looking at Rick as he snapped shot after shot of me licking my treat.

Sherri grabbed my head and began to buck wildly on my tongue. Within seconds she shuttered with a powerful orgasm. I didn't know if it was from me licking her or from her looking at the bulge in Ricks pants.

"Come here." She motioned for me to straddle her chest. I did as she told me. I staddled her chest and hung my hard cock over her face. My balls were heavy and laid on her chim She moved her head down and took them into her mouth.

"Ummmm." I heard a moan from Rick. Then he coughed as if to clear his throat.

"Ummmmm, is right. She is the best." I told him as he leaned down over her face and took a close up of her sucking on my balls.

"I can tell." He said as he snapped another pic.

She let my balls go and let her tongue go up the shaft of my super hard cock, until she found the head. She took it in her mouth and sucked about half of it inside. It was all I could do to not cum right then.

"Why don't you guys 69. Sherri you get on the top so I can get some close ups of you there." Rick said as he reloaded the camera.

"Get shots of me where?" She asked as she pushed me off her and let me lay down. Then she staddled my face.

She has a beautiful pussy and and ass that makes head turn.

"Uh, well, you know." He said as he fumbled with the camera.

"No I don't. Why don't you tell me." She said as she leaned over and took my cock back into her mouth.

"Your ass, hun." I said as she sucked me down till my hair touched her chin. Letting me fall from her mouth again.

"I know, I want to here him say what he wants to take a picture of." She said then went back to sucking me slow and deep.

"Guess you'll have to tell her." I said as I looked up and saw her pussy only inches from my face. Little drop of her juice was dangling from her clit.

"Ok, I want to take a picture of your ass and your pussy open." He said as he sat on the floor directly behind us. Pointed the camera and took at least 6 shots.

"Can you open her up some so I can get a shot?" Rick told me as I looked at him.

"Nope. If you want a shot of her open then you will have to do it." I told him then went back to licking on her clit. Sherri heard me say this and began to move more and more on my tongue. I knew she didn't haven't a problem with it.

Rick reached over and place his finger and thumb on her pussy lips. Sherri stopped moving to allow him to open her to where he wanted to take his picture. Once he got her open he took several shots of her.

"Damn." He said as he took the last shot.

"What's wrong?" I asked him.

"Hummm, nothing at all." He said as he sat there and stared at her open hot pussy. Licking his lips he let her go and stood up. His pants were pushed so far out that I knew he was hurting.

I reached around Sherri's hips and pulled her ass and pussy open and he was like in a trance. Standing there I could actually see his cock pushing further and further out on his pants.

"Dang man, why don't you pull those things off before they rip." I told him and went back to sucking on her clit the way she likes it.

Sherri stopped sucking me and turned her head to see what was going on. Rick undid his pants and let them fall on the floor then he pulled his boxers off and stood there holding the camera in one hand and his very large hard cock in the other.

"Ummmmm, looks like someone likes taking pictures." Sherri said as she looked at him and licked her lips.

"I bet he would like something else too." I said as I licked the length of her clit again.

"Yep." He said as he dropped the camera and began to stroke his cock. Sherri watching the whole scene.

"I know we said that we weren't going to do anything, but you can put it in her for just a second if you want, but only for a second." I told him as I went back to sucking her.

"Is that ok?" He asked.

"Yes, but just for a second." Sherri said as she went back to sucking me harder and deeper than she had before. I knew she wanted to feel him inside her by the way she was sucking me. This had been a fantasy and a point of conversation many times during our love making in the past few months. Now it seemed that she would get what she wanted.

I watched as he knelt behind her. His cock pointing straight out like a big log. He moved forward until the tip touched her lips. With one movement he slide his cock deep inside her. It had to be the prettiest sight I had ever seen.

Sherri pushed back against him to take all he had. Instantly she had her second orgasm. This time her entire body shook.

"Oh my. You are so warm and feel so good." He said as he began to move in and out of her. I went back to licking her clit. His cock only inches above me. It was a tremendous sight to see.

She sucked me so good that I knew it wouldn't be long before I would cum. But, I wanted to hold out as long as I could.

She began to move back and forth on his cock and he began to thrust harder and deep. Picking up speed as he went. He held onto her hips as he pounded into her. I tried to keep up with the movements but it was hard to do. Rick was moving with such speed that his cock sprang out and went right into my mouth. I took it out and placed it back at the entrance of her steaming cunt.

"Fuck me." She said as he rammed it to the helt. He held still and I could see his cock throbbing inside her. I knew he was shooting his cum deep into my wifes pussy.

"Oh yes..It's so warm." Sherri said as she sucked me deep and I began to shoot shot after shot of hot cock juice into her mouth. She was swallowing me as fast as she could. I continued to lick her clit and she shuttered again. Ricks cum was beginning to oooze out of her as he continued to hold still inside her. I kept licking and licking. Both their juices was flowing out of her but I didn't care. I just wanted my baby to be happy and very well pleased.

And she was.