I’ve promised Carolyn a long overdue “back rub”; she was laying on the bed, naked, face down on her stomach when I came in to the bedroom, I gently straddled her and began slowly massaging her shoulders and neck placing kisses down her spine, slowly rubbing her back and working on her tight muscles. I applied some lotion, rubbing it into her soft skin, working my way from the back of her neck, across her shoulders, down her back and pausing for a moment on her tight ass, massaging both cheeks, then down the backs of her thighs and down to her calves, and then slowly worked my way back up, massaging up her thighs, just grazing my fingers across her pussy as I worked my hands up on her ass, slowly kissing her lower back, making my way back up between her shoulder blades.

Carolyn was getting relaxed now, as I continued to massage her muscles, slowly working from her neck, shoulders and then teasing with a soft pass down the side of her breasts that were exposed while she lay on top of them, working my way down the middle of her back placing soft kisses on her cheeks and trying to stay away from her moistening pussy for now. I concentrated on her massage still straddling her; the head of my cock would just touch between her ass cheeks as I massaged her back oozing pre cum. I tried not to think about it and continued to massage her.

Carolyn slowly spread her legs apart and propped her ass up just enough for me to see her glistening pussy, she was very wet and I haven’t even begun to work on it yet, but I will. I gained my composure as we have not had sex in awhile, and I wanted to have a long night of fun. I’m on the road a lot and we have cybersex which ends up with me coming for her, but tonight it’s the real thing.

I continued on the massage as Carolyn reached around with one hand and started to stroke my ever growing cock, slowly she would tease my cock by rubbing it up and down her wet pink slit, but she would stop short of letting me plunge my hard cock deep inside her, this was driving me crazy and had to take a break as not to cum yet. We smoked a joint and shared a beer and talked about our previous cybersex endeavors.

Carolyn would make me do things like stroke my cock, play with my balls and pull on my nipples and rub the head of my 7 1/2 inch dick on them. Sometimes she would make me finger my ass and stroke my meat till I cum on my chest. I’ll do whatever she wants, and she can do whatever she wants to me, whatever turns her on I’m hers.

Not that I’m gay by any means, but I enjoy the rare occasion when she licks and fingers my ass and enjoy when she works toys in me, starting with the small and working to the larger. During some of our cybersex play she wants me to cum in my mouth, I’ve tried but it is hard to align it all in the web cam, I’ve told her that I would like to eat my cum from her pussy, but she would have to make me and I would have to be a little buzzed, she said it sounded like fun and we would have to try it. I’ve never really tasted my cum before, let alone anyone else’s. Carolyn would take my oozing cock and rub it on her nipples and I would later lick it off. But the thought of eating cum from her freshly fucked pussy and getting hard again to fuck some more is a real turn on.

After we chilled a bit but getting more aroused by our conversations, we turned to each other and began kissing and I worked my way to her breasts licking, caressing and nibbling on her hard nipples. She played with my nipples and returned the favor. She reached down and dipped her fingers in her pussy and coated her nipples with her pussy juice which I feverously devoured. She then rewet her fingers and covered my dick with her juices and leaned down and began to lick, suck and caress my raging cock. It’s such a turn on when she eats her own pussy juices. She broke away and we kissed savoring each other’s flavors.

I lay on my back with Carolyn’s pussy and ass staring at me straight in the face as she slowly and methodically sucks my cock, I get busy on her glistening pussy. I slowly dip in my tongue and she is hot and wet, her juices are thick and tasty no wonder she likes the taste as much as I do. I spread her lips apart and ease in a finger slowly fucking her pussy; pulling it out and tasting her only to slip it back in and continue to eat her pussy. Carolyn is pumping her pussy back and forth as she continues to suck me. I grab her by the ass and spread her cheeks and stick my tongue in her pussy then in her waiting ass. Darting my tongue in and out of her ass, she starts to relax and loosen up. I dip in a finger into her pussy and then slowly guide it in to her waiting ass. She slowly rocks back and forth on my finger while at the same time I’m eating her pussy and she is sucking my throbbing cock.

Suddenly I feel a finger at my back door trying to gain access; I try to relax as Carolyn inserts a finger deep inside, what pleasure it is, finger going in and out and a warm wet mouth engulfing my shaft. I return the favor by inserting another finger in her tight ass and sucking and nibbling on her dripping pussy. Carolyn is rocking back and forth on my fingers and I’m ready to burst in her mouth as she is now fucking my ass with two then three fingers.

We break away from this and take a well deserved break because I was just about to blow my load. We smoked another joint and have another beer still caressing each other. I asked her if she enjoyed her back rub and she said yes and she enjoyed the extra rubs also! We popped in a DVD of bisexuals having sex, for some reason it is turn the both of us on. While watching the movie there was a scene of a girl with a strap on fucking this dude in the ass and sucking another guy’s cock, Carolyn asked me if I would do that. I asked her what? Suck a cock or let a girl fuck me in the ass with a strap on? I told her I never suck cock but getting fucked in the ass maybe fare play, in return for fucking your ass before. I said. She just smiled.

Both of us are pretty buzzed by now and the movie has us aroused even more. I reach down and dip a finger in Carolyn’s pussy and I reach down and squeeze out some pre cum from my cock and lather it on her nipples, then I lean over and suck it off carefully pulling on her nipples with my teeth, stretching her nipples and then letting go. By now Carolyn is fingering her pussy and rubbing more on her heaving breasts, I continue to work on her nipples first one then the other.

She grabs my cock and begins to lick up and down the shaft and swirling around the head before taking it deep in her mouth. Finally she guides my waiting cock into her pussy and I sink it in up to my balls. We start a rhythm and she plays with my nipples and fondles my balls. I lean down and I suck and lick on her tasty breasts. She whispers in my ear that she wants me to cum deep in her pussy, and then she told me that she wanted me to eat my come from her. With that I asked her what she’ll do in return; she said it depends on me, if you get hard again you can fuck me in the ass. She said, and if you don’t I’m going to fuck you in the ass till you do. Well a win/win.

We were now in a fucking frenzy, thinking of what was going to happen in a little bit I felt my balls stir and my cum erupting from deep inside me, as my cum exploded in her pussy and my cock started to soften, Carolyn told me to get up and eat her pussy and not to stop until she was clean, she wanted all of that nasty cum out of her. At the time it sounded like a great idea, but as my dick softened so did the mood, Carolyn said don’t even think about going to sleep, she lay on her back and with me resting in a heap on top of her she grabbed my head and forced my face between her freshly fucked pussy. I knew what was about to happen. Carolyn rolled over and straddled my face, my cum was deep in her pussy and I was now in the position with her freshly fucked pussy over my mouth I began to lick and tease her pussy and wait on my cum to ooze out.

Carolyn reached between my face and her pussy and fingered herself as to coax out my cum. She removed her finger and my cum began running out in thick streams. I caught the first of it and thought I would not like it but to my surprise it wasn’t that bad and with that said I dove my tongue in deep and spread her lips apart and not to miss a drop of my cum. I ate her pussy for all its worth, and with Carolyn’s approval and when she was satisfied that I got her pussy all clean did she let me stop.

Looking down at my limp but ever very slowly growing cock she decided that it was my turn to get fucked as I let her down by not getting hard. I was too spent to argue she rolled me over on my hands and knees and began stroking my cock to milk out the last drops of cum which she stuffed in my tight ass with a finger. Carolyn then reached and got the anal lube that we purchased a few weeks back and lubed my ass and then began to ease in a finger, I was still a little loose from earlier and as she worked her finger she applied more lube and then put in another finger, then another, three was the most I ever took but she kept on and got in four, I was delirious.

My ass was getting use to the abuse, as I tried to relax, Carolyn was now reaching for the toys, she pulled out a small vibrator and it slipped right in so she got the next larger one and began fucking me, she said something about how I liked it and that I deserved what was coming because my cock wasn’t hard for her. More lube and I felt a larger dildo invading my ass, it was a red jelly one the same size as my cock, slowly it parted my ass and she worked in the head and slowly drove it all the way, she then pulled it all the way out and then slowly back in to the hilt. My ass was giving in. I rolled over on my back with this large dildo being worked in my ass , Carolyn was now pumping the dildo in and out, stopping from time to time to completely remove it add more lube then sink it back in.

She said now I know what it feels like to be fucked in the ass with a huge cock, all I could do was mutter something and play with her nipples, she then lowered her head and inhaled my twitching cock as she fucked my ass. My cock began to stir and become semi hard, she pulled out the dildo, reached down and grabbed my dick and stuck the head of my cock in my now well opened ass, she pushed a little harder and my cock entered my own ass. Carolyn kept pumping my cock in and out of my ass finally it has all the way in with nothing but my balls hanging out. I felt them stir as she worked my cock in and out of my own ass; I was about to cum in my own ass, but remembered that I still had an ass to fuck.

Gathering our wits we took a quick break, my ass was still quivering from the assault and my cock was growing. I asked Carolyn if I could fuck her ass and she looked at my cock as it stood to attention and gave me the ok. After our break I ate her pussy which was flowing as she was excited as I was from the anal assault I was just given, working from her pussy then back and forth to her ass Carolyn began loosening up. I pumped some lube on her ass then I placed my finger on her asshole, Carolyn slowly backed up on it and then devoured it all, I pumped it in and out all the while her ass was giving in I added another finger, she rocked back and forth on them both, I would stop from time to time and sink my tongue deep in her ass, then open her up with my fingers, I was so horny now. I placed the head of my cock in her pussy and drove it deep pulled it out and aimed for her waiting ass.

I placed the head of my cock in her tight ass and slowly coaxed it in. Slowly my cock was engulfed deep in her ass, I paused for a second letting Carolyn get used to its size then I pulled all the way out just in time to see her ass close up and then I slowly pushed my cock all the way in and repeating this a few times her ass was now mine. Gliding in and out of her ass was fantastic and a rare treat for me, Carolyn reached down for her rabbit and started to work on her pussy, she now had my cock in her ass and a vibrator up her pussy she was delirious with pleasure and her pussy was gushing, I tried to stay focused but she has making it difficult by squeezing her ass around my cock trying to milk the cum from it. I held on for as long as I could and told Carolyn that I had to cum soon, she kept rocking on my cock till I was about to explode deep in her ass, reluctantly I pulled out and sprayed cum all over her freshly fucked ass; as it found its way down covering her pussy she then turned and looked at me and I knew what I had to do.