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Ben laughed and running his hands around the waistband of Noreen's sweatpants replied, "Let's all get these clothes in a pile on the floor and start the bed making some noise."
Letting my pants fall to the floor I gave Noreen's ass a slap and said, "That's the plan so let's go."
And we proceeded to strip on the way to the bedroom. I knew what Noreen had on her mind so I let her direct the opening round. Sitting down on the floor next to the bed she had Ben stand in front of her. Big Ben was already getting stiff as Noreen held it and Ben's balls in her hands.
She then had me stand on the bed behind her which had my semi hard dick pointing at Ben's smiling face. Noreen took the head of Ben's cock in her mouth as Ben did the same for me and the festivities were underway.
As Ben skillfully sucked me off I could look down past his head to see Noreen going to town on his 12 inch cock. She was quickly working six inches between her lips, bobbing her head back and forth. I knew Ben was happy on both ends because I know from experience Noreen gives great head.
Despite the considerable distraction he had below Ben was doing a magnificent job taking almost the length of my nine inches between his lips. I thought it would be rude to grab his head and fuck his face without asking so I ran my fingers through his thick blonde hair and we both found that very pleasing.
Down below Noreen was finding her stride being able to swallow a good nine inches of Big Ben while stroking the backs of Ben's thighs. She was showing her stuff that's for sure and I had little doubt she would impress Ben by being able to take in every bit of Big Ben.
But I guess in the interest of pacing herself Noreen stopped, slapped Ben on his firm little ass and said, "OK boys that will do for the warm up let's shift around and move to something else."
Ben seemed a little disappointed when he looked up at me but I patted him on the head and said, "Fear not, we've got plenty of time to get it all and you'll get it all."
He smiled and jiggling my balls said, "Yeah I guess I can get back to these in due time."
Ben then stepped back and taking Noreen by the hand planted his feet to pull with everything he had to get her to her feet. And he barely had enough.
I'm sure Ben was up for what came next I just don't know how he would be doing when it was over. Ben layed down in the center of the bed on his back and Noreen climbed up straddling his chest. Ben was smiling as he rubbed Noreen's thick thighs but that was the last I saw of his face as Noreen slid forward and with her thighs flanking Ben's head planted her pussy on his smiling lips.
As Noreen enjoyed her face ride I moved down to take my shot at sucking on Big Ben. Having had the experience of Ben's foot long before I knew I could only manage so much of it but it was fun to try. Holding the shaft in my hand I licked the big head all around like a lollipop before adjusting my jaw and taking it in my mouth.
With Noreen planting him firmly into the mattress Ben wasn't moving his body much so I was able to get in a good position to work up and down and take a little more of his thick dick between my lips with every motion. I got about four inches and was able to get some good suction and the thought crossed my mind that maybe someday I'd get good enough at sucking cock that I could swallow this monster.
Meanwhile I could tell even buried under Noreen Ben was getting the job done because I could hear the familiar moans and feel the motion of my big girlfriend getting off. I reached over to stroke Noreen's hip just to let her know she was on my mind. Even if Ben's big dick was my focus.
I felt Noreen move towards me and rest on Ben's flat stomach so I let the six inches of his dick I had in my mouth slip out and turned to look at Noreen who looked over her shoulder at me, "Oh Russell would you be a dear and roll a condom on that flag pole. Ben is quite muff muncher, I'm good and wet and ready to mount that baby."
Down where I was I rubbed one of Noreen's big butt cheeks and kissed the other before replying, "Of course dear, if you think you're ready you've got a tall order here."
"That's a challenge I'm ready for Russell. Slip it on cause I'm gonna show this sweet young man what a big girl can do when she's got a big toy to play with" answered Noreen.
As I reached for the condoms on the nightstand I saw Ben and his face was beet red. I moved next to his face and seeing he was breathing asked, "Are you OK there Ben?"
He was a little out of breath but answered, "I'll be fine, fuck that's a lot of woman to be under. Never done anything quite like that before. Could I get some water?"
"Just a second" I answered before returning to put that condom on him.
As Noreen got herself in position I got a cup of water for Ben. He tilted his head to take the water and I said, "You survived your first journey into the Thunder Cave, you're a good man."
He looked at me with a puzzled look so I explained, "In that position with her Thunder Thighs on either side of your head it's like being in a cave, all you can do is lick your way out."
Ben laughed and poured the remainder of the water on his face which was getting back to normal. He said, "That's a new one on me, I'll have to OOOOOOhhhhh god."
I turned to see that Noreen had made her move and lowered herself down taking four inches of Big Ben into her sweet snatch and getting started on taking it all. Noreen began slowly working more of Ben's cock into her, smiling with her eyes closed. I gave Ben a kiss and moved around to get behind Noreen and began massaging her shoulders, back and hips.
As she took in more of Ben's cock I reached around to squeeze Noreen's fat jugs. She was feeling it, easing herself down a little bit at a time, and it was sweet as Noreen leaned back against me and took in more of Ben's big dick. I had one hand playing with her clit and the other squeezing her tits as I held my shoulder against her back to help Noreen stay upright.
Finally she sighed and sank all the way down to engulf all twelve inches. She then started rocking and grinding in my arms on top of Ben, her pussy stuffed and said, "Fuck this is an awesome feeling Ben you've got a real pussy pleaser here. Russell I hope you're hard because when I'm done with this one I'm so fucking hot I'm going to need you to jump right on and fuck me."
I gave Noreen's tits a squeeze with both hands and replied, "Don't worry Hon I'll be right there when you're ready."
Ben gave out a low groan as he came and Noreen just stayed on top of him as his cock slowly went soft. Noreen got up on her knees and eased forward so her tits were hanging in Ben's face and he didn't need any coaxing to take them in his hands and start sucking on them. She then looked over her shoulder at me, slapped her fat butt and said, "OK Russell hit it hard."
I had already rolled a condom on and was balancing myself with one hand on Noreen's big butt more than ready to stick it to her from behind. I easily slipped my cock into Noreen's wet and ready pussy and taking a good grip on a hip with each hand got right to banging her.
