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He asked what she had in mind and she said ?I want to go some place to shoot pool. But I want to pretend we just met or we?re just friends. Maybe we can have some fun.?

So 7:00pm came and they headed to a place in NE Philly that was known for its Happy Hours, good bands and yes, they had a pool room.

When they got there, Jim let Michelle go first just to see what sort of looks she got. He glanced around and noticed a few stares especially from a group of guys at the bar. A few of them nudged each other and nodded in Michelle?s direction.

They settled at a high top table near the pool tables with Jim purposely sitting with his back to the wall so he?d be able to any one who was checking her out. After a couple of drinks Jim asked "Feel like a game of pool?" She smiled and said yes. She stood up and put her hand out waiting for him to give her change.

As he placed them in her hands, she ?accidentally? dropped some on the floor "whoops" she said as she bent to pick them up lingering a while as she teased Jim with the view he had of her breasts down her blouse. This also allowed the guys at the bar to get a very good view of her legs, up to the tops of her nylons. She was really enjoying herself as Jim was imagining bending her over the pool table and fucking her right there, but he could tell Michelle was going to make him wait a while yet.

She decided to rack and took this opportunity to bend over a little more than necessary so Jim and possibly the men at the bar could see down her blouse. She then grabbed a pool cue and went to the far end of the table bent down low and wiggled her ass a bit causing her skirt to ride up just enough so their onlookers were glaring in hopes of seeing her ass cheeks. She then straightened up and broke, sinking one ball into a corner pocket. She walked around the table surveying what shot she may have and came and stood in front of Jim. She then bent over the table closing one eye as if to work out her next shot. She stood there for a while so Jim reached out and stroked the inside of her leg with the tips of his fingers, moving higher and higher with each stroke until he was stroking the bottom of her butt. Just as his hand got near her pussy she moved away and took her shot on the other side of the table. She took her shot by sliding the cue through her cleavage.

She missed.

She came back and handed him the cue with one hand and rubbed his cock with the other as she planted a kiss on his check before moving away.

"Your shot!" she said "I'll get more drinks" and walked off towards the main bar. All the men watched her as she walked to the bar. Standing in full view of everyone with her nipples pressing against her blouse alone was enough to get everyone's attention. Although the bar area was crowded, within seconds a smiling young bartender was asking if he could help.

Jim noticed that a couple of guys said something to her on her way there and again on her way back. So he asked what was said. ?Oh nothing much! They all asked if I wanted a drink and to shoot a game with them.?

?Oh!? he inquired, ?what did you say??

?Nothing, Why? Should I have?? She smiled knowingly teasing him.

Jim just laughed and said ?Do what you want darling. You wanted to play.?

After some more showing off, Jim needed another beer. As he headed to the bar, Michelle grabbed him by the arm saying she?d go get it.

Jim watched again as two guys on either side of her spoke while she waited for the drinks. She began to laugh and slightly leaned into one of the guys. Jim watched amused as the guys on either side of her tried to monopolize her attention, as they openly stared at her chest and checked out her legs. When she got back she was a bit flushed.

?Having fun dear?? Jim asked. Michelle smiled broadly and said ?Uh huh.?

As she picked up her cue he had to go to the restroom. Upon his return, both of the men she met at the bar were at the table. She introduced Jim to them as her ?friend?, and then asked theirs names. They introduced themselves to us and each other. One guy was Jason, the other Tom. Apparently they were not friends.

Tom asked if he could play winners and before Jim could respond, Michelle asked ?Wouldn?t you rather play with me?? Tom and Jason just laughed. Well within moments Jim lost by sinking the eight ball. He really couldn?t concentrate because his mind was racing with so many different scenarios. He then took this opportunity to ?claim? how much he was feeling his drinks, just in case the situation called for it.

Tom broke, leaving no shot for Michelle. She decided on one shot and stretched over the table causing her skirt to ride up exposing about half her ass. ?Not bad?. Jason stated. Michelle turned around and saw all 3 of us standing directly behind her staring at her ass.

As she shot with Tom, Jason was the one who had her interest due to his outgoing personality and his non-stop attempts of flirting with her. He would also engage Jim in conversation. Probably since he was only her ?friend? and he didn?t know Tom. Michelle surprisingly beat Tom & it was now Jason?s turn.

The flirting and exposing jumped into high gear. He first walked by to take his shot and as he did he rubbed his hand slightly over her ass. When she didn?t flinch, he became bolder. Next shot he walked behind her and said. ?Hmm, I?ll need some luck for this one.? as he placed his hand under her skirt to rub her ass.

Michelle smiled at him and said ?Oh, I don?t think you?ll need any luck at all.? As she turned she kissed him on the lips. He then proceeded to scratch.

He was at the far end so when she retrieved the cue ball, she walked to the far end and stood with her back to him. She looked over her shoulder at him as she slowly bent over. He stepped right up behind her as he placed his hands on her hips and his hard cock against her ass. As he pressed into her, Jim saw her eyes close and heard a slight moan escape her lips. She opened her eyes and somehow sank the eight ball and won the game.

She then said she was done playing and needed a drink.

She went to Jim as Jason got the drinks. Smiling she asked, ?Are you ok??

?I?m so fine right now.?

?What do you think about him? I think he?s hot.? She said.

?Yeah, he ain?t bad.? Jim said. She looked at him, shocked. ?Wow! You actually gave an opinion about how a guy looks.?

?Yeah I know. Not too often I do that huh? It?s just not me.?

With that Jason returned and asked, ?What?s not you??

Jim got embarrassed as Michelle told Jason what they were saying.

?Oh! So you two play together?? he asked.

?Yeah! Friends with benefits.? she replied smiling.

Jason smiled at Jim giving him a chill. Michelle sensed something and ran with it.

?So Jason, you ever been with a man?? That question shot right through Jim and caused a look of surprise on Jason.

Jim became worried, thinking ?Regardless what is said now, he most likely believes that I?m bi or at least bi-curious.? This thought caused his face to flush as Jason smiled at him and said, ?I have no problem doing a guy?s ass or allowing him to suck my cock.?

From that point on he began paying as much attention to Jim as he did to Michelle. As Jim finished his beer Jason ran to get another, this time with a shot of Jack. By now Jim really needed it. He was intrigued, scared and a bit excited to see where this would go.

He didn?t have long to wait. Jason stated that if we didn?t mind, there was a hotel close by.

Michelle eagerly accepted by kissing Jason on the mouth and then turning to kiss Jim.

They drove together in Jason?s car, Michelle in the middle. The hotel was only minutes from the bar. On the way there Michelle rubbed both of their crotches and as Jason rubbed her pussy, she placed Jim?s hand on his. He only looked at Jim and smiled. She then told Jason that we were not friends, but married. His face lit up and said to her ?Oh I can?t wait to fuck his ass.?

Once in the room Michelle pushed Jim to the bed and kissed him. She broke saying ?Oh God this is so hot. I can?t wait to see you two together.? Before he could protest she again smothered him with her mouth as she rubbed my cock.

Jason was already undressed and was kneeling on the bed. Michelle took his cock into her mouth as she ground her pussy onto Jim?s cock, dry humping him. He was about to burst so decided to have her move so he could undo his pants.

Michelle slid off him and was now lying next to him while still licking Jason?s cock. She pulls her mouth off his cock and kisses Jim. Then she alternates from sucking Jason?s cock & kissing Jim, each time drawing the cock closer to Jim?s mouth. Finally, she has his cock between hers and Jim?s mouth. As she kisses him, his tongue grazes the cock. Michelle then pulls her mouth away from Jim but their tongues still touch, as she guides Jason?s cock between them. Soon Jim is licking Jason?s cock all on his own. The smell and taste isn?t as bad as he feared. In fact it is getting him hotter.

Jason then says ?Oh shit! This feels so damn good. I can?t wait to fuck your husband?s ass.?

Michelle moans and agrees with him. Michelle begins to pull my pants down and off.

Michelle then lies between Jim?s legs and begins running her tongue from his balls to his ass.

She then tried to turn him onto all fours. As she tried Jason pulled away from him and sat on the chair next to the bed. Holding his cock he motioned for Jim to come to him. He felt mesmerized by the events and felt like his body had a mind of its own as he crawled over and kneeled down before Jason, swallowing his cock as his wife looked on.

Michelle then got up and wiggled out of her jeans. As she stepped out of them, she pulled her sweater over her head. There she stood in a red thong with a wet spot and nothing else. Her nipples were hard and she gave them each a pinch and pull before letting her right hand slip inside her thong and rub her hard little nub sending the first shiver of orgasm through her body as she closed her eyes.

Jason had stood up and now had his cock pointing straight up at the ceiling as he watched Michelle play with herself. ?Oh I am definitely going to get some of that tonight, but first I?m going to fuck your husband. He?s been begging for a cock to take his ass, hasn?t he? he asked.

Michelle crawled up on the bed and said ?Oh yes. He needs a hard cock buried in his ass,? as Jason rolled onto his back and pulled Jim between his legs. Jim then bent down and sucked his cock into his mouth. Jason watched Michelle's face as Jim licked and swirled the head with his tongue. As Jim moaned, Jason looked Michelle in the face as her husband swallowed his cock until his nose was buried in his pubes. With the cock in his throat, he worked his tongue on the underside of Jason?s cock. This brought a loud moan from both Jason and Michelle as her first orgasm washed over her body and soaked her thong with pussy juice.

Jason reached out and pulled Michelle's thong aside to see a very wet, very red, completely shaved pussy... ?Oh I like shaved pussies. They?re my favorite.? he said. He then wrapped his finger around the gusset and pulled them off. "Hold up his legs, high and wide, your husband is about to get fucked"

Michelle grabbed Jim's ankles and spread his legs for Jason. Jason reached over to the nightstand a grabbed a condom and rolled it down his hard throbbing cock. He opened the small bottle of lube and squirted a nice thick line on his cock from the base to the head. He grabbed Jim's ankles from Michelle and moved in to line up his fuck stick with the married ass spread before him. Michelle reached out and stroked Jason's cock to spread the lube all around. "Be gentle." Jim said with a very worried look on his face.

"Don't worry faggot, it'll only hurt for a little while. Chew on this." Jason said as he took Michelle's wet thong and pushed it into Jim's open mouth. "Want to lube him up?" Jason asked Michelle.

"I'd love to". Michelle dripped some lube right onto Jim's twitching hole and rubbed it in as he moaned into her thong. Slowly she worked one finger into his ass and sawed it back and forth. As Jim moaned in pleasure, she slid in a second. She felt his hole tighten around her fingers now buried past the second knuckle. She touched his prostate and his throbbing cock oozed cum as his moaning got loader and loader.

"Good thing he has that thong in his mouth or they would be calling the front desk next door."

When she believed his ass loose and ready, Jason lined his cock up with Jim's hole with a little help from Michelle, pressing the head in just past his outer ring. Pulling back so just the tip was in he pressed in again. "Take deep breaths, baby. You know what it's like to fuck an ass, now you?ll see how it is to get fucked in the ass.?

Jason laughed and said, ?Relax and take my cock like you know you want it." Jim began to take long deep breaths as Jason slowly and steadily buried his cock into his ass. Jason held still as Jim's breathing became deeper and steadier. Michelle furiously fingered her own pussy with 2 fingers as she watched the two men.

Jason began to fuck Jim's virgin ass with long slow strokes. Building speed and slowing down as his moans grew. Jim had his eyes closed with his head back moaning the entire time. Jason reached down and pulled the thong from his mouth. "AAH man that feels so good! A nice hard cock in my ass. It feels so much better than your finger baby. Oh yeah Fuck me, fuck my ass, pound that cock into my ass!!"

Jason picked up the pace as Michelle had yet another orgasm. Her hand was wet with her pussy juice as she licked her fingers and pinched her hard nipples. Watching these two guys go at it, she couldn't help herself any longer, she had to join in so she got up and straddled Jim's face. She lowered her pussy on to his moaning mouth as Jason leaned in and sucked her nipples.

Jim licked her pussy as Jason fucked his ass until she exploded again, all over Jim's face. Jason was getting close but was not ready for this to end. He pulled out and left a gapping hole where his cock had just been. Michelle got off Jim's face and leaned back against the headboard of the bed. Jim rose up and got on all fours. Jason again spread his ass. Jim turned and said ?Oh yeah! Plunge that cock back into my ass again and make me cum!? With that Jim buried his face back in Michelle's pussy and started licking like his life depended on it.

Michelle grabbed his head and ground it into her cunt and then pushed his head lower until he was licking her asshole. Jim had never rimmed her ass before and had not actually thought too much. But he was so hot he?d have just about done anything at that moment

Jason got behind Jim and with one push plunged into his ass and fucked him like the cock whore he was becoming. It didn't take long and Jason was ready to shoot his wad. Not wanting to waste it in a condom, he pulled out and ripped the condom from his cock. He turned Jim back around and had both Jim and Michelle with their mouths open ready to take his hot load. He stood on the motel bed and towered over the two of them as they took turns licking and sucking his balls and cock. It was Michelle who got the first shot of his thick cum. It sprayed into her open mouth as he shoved his cock deep into her mouth. Then before he shot the next wad he pulled out and aimed for Jim's open mouth, feeding him a full mouth as well.

What a site these two were; mouths and faces slippery with cum. As Jason was done shooting his cum, he leaned down and gave Michelle a long kiss to taste his own seed in her mouth. As he leaned in and slipped his tongue into her mouth, Michelle reached down to grab Jim's cock. With one stroke she was rewarded with a hand full of Jim's juice, sticky, wet and warm.