One of the benefits from the company that I work for is memgership in their gym. I have been working out 3-4 times a week ever since the birth of oour baby girl. I had taken the day off to take our baby girl to the doctor for a check-up. All was fine as we headed toward my mom's house. I felt that I needed some time alone, so I asked my mother to keep Heather over night. Bruce was out of town on business, so I planned a quite movie nitht at home. My co-worked Susie also worked out at the same gym. Unbeknown to me, since I usually don't go in the afternoon, Susie was there, I was finishing up my workout and headed for the showes. I sat down on the bench and rested my head against the wall getting my breath back from exercising. With each breath, my breasts moved up and down in rhythm with my chest. Tiny beads of sweat gave a warm glow to my full mounds. I started massaging y brreasts and twistingmy nipples. In walked Susie, sweaty from her work out. She saw me playing w3ith my breasts and walked over to me/ "Do....you.....need....some.....help" She leaned in to my breasts and starteed to lick, nip, and suck hungrily. I was getting into it, but did not want to get caught in a compromising situation. We had not been sexual active with each other for quite some time. "Please....stop. Lets.....go...to....my...house. Bruce.....is...out .....town,....and.....the.....baby....is.....with......mom." I left first and Susie followed a few minutes later. Once we were baack at my house, we undressed each other, exposing Susie's magnificent brerasts. Her nipples were beery large with pointy centers. I raised my hands to her breasts, cupping them as our mouths met. Our kiss was sweet and patient, then more aggressive. My lips parted to let Susie's tongue in. Susie squeezed my hard breasts and both of us began to breathe more heavily as our mouths finally came apart. She kissed my neck, ear,, and shoulders. She cradled one luscious hard breast in her palm and lowered he mouth to my nipple. She explored it licking, flicking, and teasing it with he lips, then sucking it all the way into her mouth. I held Susie's head in my hands, watching, sighing softly, and then panting more excitedly. Susie know habving been here before, exactly what it would take to have me begging to be fucked in only a few minutes and she carefully worked to bring it about. When my nipple was wet and erect, she pinched it gently in her fingers while turining to the other one. She pushed me back on the bed and feasted don my scrumptious breasts, and in only a few minutes I was twistin and moaning, whimpering softly. "OOOHHHH.......OOOHH, it.....feels.....so.....good! God.....I....love....the......way.......you......suck...me." Susie wanted to explore every inch of me, but I was already approaching the urgent stage. My eyes were glazed, my hips churning involuntarily, and Susie knew I was on the verge of coming. She kissed my midriff, breasts, and nipples again and then my mouth demandingly. I moaned into my teeth, arching my back, almost begging Susie with my body alone to do it, to finish it. I was eager amd ardemt, but Susie was not going to miss her opportunity. .She quickly slid down between my thighs and pressed her lips to my very wet pussy, sliding her tongue into it. "UUhhh!.....OOhh.....OOHH...god!" I moaned, shivering uncontrollably. She had me shaking and clenching heatedly. Susie stabbed her tongue deep into my pussy, and then drew it oout slowly, running the edge of it along my swollen clit. When she knew I had reached the point of no return, she began to concentrate on my clit totally, flicking and stroking it with her tongue. My body stiffened, and then went into convulsions as I came. I was truly shaken by it, and was still gasping and quivering when Susie slid back up to kiss me. Susie was very aroused from my orgasm, and rubbing her naked body against mine aroused her further. I gasped softly, my eyes still glassy with bliss. I kissed her heatedly as my mouth dropped to her breast,I held them in my hands and sucked her nipples hungrily. Susie whimpered excitedly as my lips closed over one of her nipples. "YYYyyeeessss......YYees....fuck....me. Do....me......quick. " Yes...yes...I...wil." I panted too, slipping down Susie's squirming body. Susie was very arooused and it took only a few touches of my tongue against her clit to make her come. A sharp, wrenching climax shook her body, and she was gasping helplessly as it blinded her with quick rapture. Susie was in the m iddle of this wrenching orgasm when Bruce walked in the door. Both Susie and I were moaning and panting so much that we did not notice him for a few minutes. Susie, who was still slack and trrobbing from her orgasm, felt my body stiffen. "Bruce....we...did....not.....hear....you....come.....in. I....was....not....expecting.....you......till.....tommorrow." I was breathing so heavily, I could barely talk. "But I could hear you as soon as I opened the front door. He was grinning, unbuckling his pants. "I don't know. Maybe I'll forgive you both if you let me join in." By now Bruce had his pants down, and his gigantic cocksprang into biew, jumping and sweelling. He came up behind me, guiding his huge jimping cock with one hand, sliding it up under my ass and into my pussy, pushing in deep. "OOOoohhh.....Bruce!" I gasped as it slid up into me. He encircled me with his arms from behind, squeezing my breasts and pumping into me hard. Susie quickly took my large, hard, breasts from his hands and began tonguing and sucking my nipples thirstily. "OOOooohhhhh......." I moaneed, giving myself up to it eagerly. "GGgggooood....do......it....hard." I begged, pushing my breasts into Susie's mouth, groaning as Bruce's huge cock ripped up into me. It was wildly exciting. Susie and Bruce fucked me vigorously, bringing me wuickly to the edge. In addition to sucking my breasts, Susie dipped one hand to my dripping slit and rubbed my clit, scissoring it between two fingers. This, along with Bruce's up thrusting, skewering cock jamming repeatedly into my pussy.drove me even wilder. And Susie too. Her fingers on my clit occasionally grazed the enormous, iron-hard stalk of Bruce's prick as it hammered up into my cunt, sending thrills through Susie, who hoped she would soon be feeling it hammering up into her as well. I began to come without warning, a violent, wrenching squealing orgasm. Finally my body went slack and Bruce caressed me in his arms. Bruce and I were both desperatly panting. Bruce was first to recover, and it took me a few more miutes to regain my senses. Even when I did, I was still groggy from all the activity. "OOOoooohhhhh......god.......I......don't......tink....I.....have......ever....cum......that......hard......before."I was as limp as a rag doll; my brreaths came in ragged panting gasps. My body was damp with the perspiration of our passion. Bruces laid on his back as Susie seduced him. She licked and sucked his hard-on untill Bruce was seeing stars. He was panting hard and asked her to stop, as he was about to cum. She put one nipple into his mouth. She could feel the thunderous pounding of his heart, as they laid still for awhile. She held back as they settled down some. She licked his inner thighs, barely touching his package. Bruce needed release. He was hot and sweaty as Susie straddled his hips. She slowly lowered her cunt down on Bruce's hare organ and saat still for a few minutes. Bruce was panting heavily for her to let him cum. She started riding him and soon their pace picked up. Bruce grabbed her hips in order to pound her harder. Susie was bucking wildly. her breasts bouncing up and down. She met Bruce stroke for stroke. After a few more sabage lunges of Bruce's prick and she erupted in a shocking torrent of coming. Bruce's body stiffed and he shot a massive wad of cum up into her. They collapsed in a pile oc sweaty. spasming flesh, panting and groaning. I climbed in the bed with them and held both of them as they came down from their high. Susie could barely lift a finger, as she was totally exhausted. We both kidded her and she went on home. Bruce and I held each other for a while and I started feeling frisky, but I knew that Bruce was exhausted. I started rubbing my breasts and tweaking my nipples. My breathing was becoming more labored as my fingers roamed between my thighs. I could feel my pussy getting wet. My heart was pounding and I was sucking in air like a sprinter. My face and breasts were flushed. Soon I felt Bruce's hand touching me. He was hard again and ready for another round. He laid on top of me, carefully placing his erect solider in between my breasts. I squeezed my breasts together as Bruce start rocking back and forth. After several thrusts, Bruce shot several dollops of cum on my breasts. He fell off of me gasping frantically and sweaty. I held him until his heart stopped racing and his breathing slowed down. We held each other and drifted off to sleep. We had totally satisfied each other to the point of complete bliss.