Copyright 1997, Studs Manly,   ALL Rights Reserved

This story may not be reproduced in any form for profit without
the written permission of the author.  This story may be freely
distributed with this notice attached.  The author may be contacted
through mrdouble@airmail.net.




                              Jayne
                     by Dave Nichols

     Jayne and I have been friends since our school days.  Both
of us were shy and insecure.  She was slender when we first met
and felt outclassed than the curvy girls in our class.  I was
lanky, a non-athlete.  We were the brainiest kids in class and
became friends.  Over the years I watched her blossom and fill
out, turning into a shapely blue-eyed blonde.
     We stayed in touch over the years and recently she and her
husband moved back to our home town.  Her grandmother died and
with part of her inheritance she constructed a large indoor pool. 
Jayne always loved swimming and the private indoor pool was a way
to avoid mingling with people (she's still shy.)  I had a stand-
ing invitation to make use of the pool, and over the past few
months I've gone swimming, joined by Jayne and her husband Mark.
     Last weekend I stopped by to return a book I had borrowed, a
technical manual of Mark's.  He was out of town on business and
Jayne  and I started talking about the "old days."  Since those
had been socially awkward times for both of us, we had never
discussed those years much.
     "David, since Mark isn't here, I'm going to ask you some-
thing.  I heard some gossip about you back then and I've always
wondered if it was true."  
     I had no idea what was on her mind.  "Ask me," I said.  "I
have nothing to hide."
     Jayne grinned and her blue eyes twinkled.  "According to the
gossip, you did."  I was still in the dark.
     "Remember Phil?  He always gossiped with the girls.  He always
talked about anything the girls wanted to hear, like what the
guys said about the girls, dirty jokes he'd heard or even stuff
about the guys in the shower room after phys ed class."  Jayne's
face began to get red.  She always had been a bit prudish and I
knew she was getting into something sexual.
     "David, I'll just come out and say it.  Phil told all the
girls that you were . . . that . . . you had . . . oh, this is
just embarrassing . . ."
     "Just say it," I said.  By that time, I knew what she was
trying to say.
     "Phil told the girls you had the biggest prick of all the
guys in school.  Was it true?"  She had said that very fast,
almost as if she didn't want to think about the words.  I just
smiled and watched her squirm in her embarrassed state.
     "Well?"  She asked.
     I chuckled a bit.  "Jayne, I don't know what to say.  All
right, of the guys in the locker room, I guess I was the biggest,
down there.  When I walked into the shower, all the conversation
and joking would stop.  God, talk about mortified!   I felt like
a freak."
     "Was it . . . were you . . . excited?"  Jayne was almost
whispering.  Her voice was breathy.  Was she getting turned-on?
     "You mean, was it hard?" Jayne'a eyes got wide and she
smiled faintly as she rapidly drew in a breath.  "No, no one in
school ever saw me with a hard-on."  That's when I realized that
I wasn't embarrassed talking with Jayne about this, and she sure
didn't seem embarrassed any longer.  Fact is, I was getting
turned on myself.
     "David, how big are you?"  Jayne's eyes were wide and almost
glassy.  She was excited.  And she had her hands tucked between
her legs, putting pressure on her crotch.
     "Soft or hard?" I asked, feeling myself get harder.
     "Hard," she whispered.
     "It's been a while since I checked.  A bit longer than eight
inches," I answered, amazed at the conversation. 
     Jayne sucked in air and moaned.  "Mark is only five inches
and he's the only man who . . . .  And since his surgery last
year, he hasn't been able to . . .we haven't . . . ."  Suddenly,
she stood and walked away a few steps.  She paused and then
turned to me.
     "David, do you think I'm  attractive . . . sexy attractive?"
     Jayne's long blonde hair and blue eyes and trim shape would
have turned many teenage girls green with envy. "Jayne, believe
me, I think you're . . uh . . ."  I suddenly choked up a bit
because Jayne had suddenly whipped her t-shirt over her head. 
She may have been 40 but her pink-nippled breasts showed no signs
of gravity's pull as they stood firmly, full and proud and
braless.  Her long hair fell about her shoulders and she tossed
the shirt aside.  
     "And my breasts, David."  She brought her hands up and
squeezed those globes.  "Do you like them?" 
     I couldn't say anything.  Here was a lovely lady and friend
I'd know for over 25 years and she was showing me her tits.  Hey,
I was shocked!  Who wouldn't be?  I had no idea what to say or
do.  So I just nodded.
     Jayne walked over, took my hands and placed them on those
soft but firm globes.  The nipples swelled and pushed at my
palms.  She closed her eyes and let her hands slide along my arms
to my head.  She leaned forward as she pulled my head towards
her.  I was not so befuddled that I didn't know what to do with a
full breast.  I opened my mouth and began sucking and she held my
head tightly to her and moaned.
     A minute or two later, after I had sucked her nipples into
rigid 1/2-inch bullets, she pushed me back and said, "I want to
see it."  Grabbing my belt, it took her a matter of seconds to
unfasten my pants and tug them down.  Out sprang my almost-hard
cock.  As Jayne stared, slack-jawed, blood finished rushing to my
dick and it stood waving, almost nine inches long and, from the
look on her face and the way she licked her lips, Jayne was
pleased.
     "It's true.  My god, David, that's the biggest . . . " 
     Jayne put both of her hands on my dick.
     ". . . fattest . . ."  She stroked it and then bent down and
stuck out her tongue, licking a long trail from my balls to the
head of my dick.
     " . . . best tasting prick I've ever seen or tasted.  More." 
So saying, she engulfed my knob between her lips and proceeded to
suck me like she was starving.  And she got most of my dick in
her mouth, too, something very few women had ever done.
     Well, it didn't take long to get to the next stage.  Soon
Jayne was on her back on the sofa, one foot on the floor and one
hooked over the back.  "Fuck me with that thing, David.   I've
wanted it for so long.  Show me it was worth waiting for."
     Between Jayne's splayed thighs was her wet, scarlet gash,
surrounded by soft curls of light brown.  I aimed my rigid cock
at that target and looked at her face.  "Damn, it's so fucking
big," she breathed.  "Gimme, gimme!"  I could feel the heat from
her before I felt the slickness, then my knob slid between her
fold and into the tightness of her pussy.  Jayne closed her eyes
and groaned as millimeter after millimeter of hard flesh disap-
peared into her tunnel of lust.
     Jayne's legs wrapped around me.  She hugged me to her, her
breasts mashed by my chest, our sweat mingling.  She pressed her
lips to mine and our tongues danced and fought in time to our
fucking.  We were making love, making up for lost time, and
fucking with passion.  I could feel my cockhead banging the
entrance to her cervix with each downstroke.  She grunted each
time, but it seemed to be just what she wanted.
     I wasn't sure about cumming inside of her and as my climax
approached, I told her I was close.
     "Cum inside me!" she gasped, tightening her hold with her
legs and arms.  "Damn, I need to be fucked!" she yelled.  I just
let myself go and I felt my prostate spasm and my cum raced up my
cock and sprayed high into Jayne's body.  I could feel her pussy
squeezing vise-like as she, too, reached an orgasm which also
showed on her face  The muscles of her body tightened then
relaxed, then tightened again as wave after wave of pleasure
coursed through her.
     As my shrinking cock soaked inside her, we hugged, kissed,
and she cried a little.  She said that Mark had encouraged her to
find a lover and agreed that since they both knew and trusted me,
and if I wanted her, and if the arrangement was satisfactory to
me . . . .
     We jumped in the pool, naked and refreshed.  Soon I asked
her to sit on the pool's edge, her feet in the water, while I ate
her out.  While I did that, Jayne told me that she and another
classmate of ours, Kathy, occasionally got together for some
mutual licking.
     "David, if it hadn't been for Kathy, I'd have . . . ooh,
yeah, right there! . . .I'd have gone crazy.  She makes me cum,
but I needed to be fucked.  Oh . . . yes!  Mark doesn't know that
Kathy and I . . . "  She didn't finish the sentence.  I was
fucking her with three fingers and nibbling her and she was
cumming a torrent into my mouth.
     Minutes later, we had moved to a lounge chair where Jayne
leisurely toyed with my cock and balls.  She licked and nuzzled
and sucked my jewels like they were long-lost friends.
     "You know, David, Kathy and I often had fantasies about you. 
She wanted to know if it was big, too.  Now I get to tell her
that you really are big . . . and tasty . . . oh, and a great
fucker!"  Jayne started sucking on me with a vengeance and she
managed to work her index finger up my rectum until I filled her
mouth with my hot cum.
     The next day, I was back at Jayne's lying face down on that
same lounge and Jayne was giving me a wonderful back massage when
the doorbell rang.  Jayne, wearing a one-piece swimsuit, answered
the door and returned with Kathy.  Kathy has black hair and is into
health foods and yoga and is, as always, quite a beauty.  I
occasionally bump into her but we tend to have a different circle
of friends for the most part and our interests seemed quite
different.
     "David, Kathy's going to help me give you a massage, okay?"
     "If two gorgeous women want to put their hands on me, I'd be
crazy to resist.  And I am not crazy."  Kathy was wearing shorts
and her shapely legs sent a rush of blood to my cock.  She
stepped beside me while Jayne resumed working on my shoulders. 
Kathy removed the towel covering my naked ass.
     "Nice buns, David," she said in the dusky tone of voice that
had always driven guys up the wall.  I felt warm oil being poured
on me then Kathy's hands spread it and started kneading my flesh. 
"Firm, too," she said.
     "All right," I said, "in the interest of equality, if I'm
going to be butt naked, you two can as well.  Strip, ladies." 
Jayne's swimsuit was off in seconds.  Kathy was slower, almost
teasing.  First she removed her shoes the, turning her back to
me, she pulled off her shirt and removed her bra.  She then
tugged her shorts and panties down, bending over and pushing her
lovely ass inches from my face.  Then she turned.
     Her well-toned body was one that even twenty-year-old girls
would envy and men young and old have wet dreams about.  Full,
firm breasts which, like Jayne's, showed no sign of sagging. 
Small, brown nipples, flat stomach and black curls atop her mons.
     "All right, David," Kathy says.  "Now I want to see what I've
heard about for years and Jayne's been talking non-stop about. 
Roll over."  I watched Kathy's face as I rolled onto my back.  She
was pleased when my cock popped into view.  Jayne wrapped her
hand around my hard-on.
     "See, Kathy?  He is big."  Kathy smiled and her nipples
stiffened as I watched her shudder and she grabbed my leg to
steady herself.  "Kathy cums really fast, David.  I can get her to
cum a dozen times when we're making it.  Nice, isn't it, Kathy?"
     "God, yes," Kathy answered in a breathy voice that reflected
her excitement.  I reached over to cup her pussy in my palm. 
Again, Kathy shuddered when I touched her.  A small orgasm coursed
through her and I felt her pussy spritz some juice onto my hand. 
She was sensitive, alright.
     Jayne was squeezing my shaft and slowly moving her face
toward it as she knelt beside me.  Kathy did the same, though
holding my hand between her legs as she also reached out to touch
my balls.
     "Taste him," Jayne softly urged, and Kathy stuck out her
tongue and flicked it lightly over the crinkled skin of my sac. 
It was my turn to gasp then and Jayne squeezed a glistening drop
of pre-cum from my cock and her tongue snaked to my slit and
caught it.  I watched two women I'd known over half of my life
hover around my cock and then begin to lick it as if it were a
lollipop or a creamsicle.  
     Kathy took the head into her mouth and, as my hard-on disap-
peared between her lips, Jayne relinquished her grip on me.  I
guess her yoga training had taught her some mighty good muscle
control, because she took my cock, all 9 1/2" of rigid man-flesh,
between her lips.
     "Oh, my god!" was all I could gasp.  No one had ever done
that to me before.  Jayne looked at me and smiled.
     "He likes that, Kathy," she said.  Kathy shuddered and came
again.  When her mouth came off my cock there was a shiny string
of saliva or pre-squirt that connected her lip to the tip of my
cock.  
     "I just have to fuck this now!" Kathy said, quickly standing
and kneeling on the lounge, while Jayne again held my hard-on and
aimed it at the gash that was lowering.  Kathy was already tremb-
ling before contact and as soon as her folds touched my knob, she
grabbed hold of Jayne to steady herself as she came.  Still, she
lowered her pussy and as that sheath enveloped me, I could feel
the muscles contract with each surge of her orgasm.
     Kathy kept cumming the entire time she rode me, engulfing my
entire length, then rising to expose most of the juice-glazed
meat.  My pubic hair was soaked by her warm secretions and with
each orgasmic wave I could feel her muscles squeeze hard and her
cervix seemed to nibble and tease the head of my stalk.
     I was fingering Jayne's wet pussy and she seemed almost as
wired and turned on as Kathy was.  Her nipples were cherry red and
she was really getting off watching judy and getting fingered. 
Despite all the stimulation, I was able to keep from coming and
after her umpteenth orgasm, Kathy climbed off of me and told me to
get up.  She then laid down on the lounge, Jayne got above her in
a 69 position, and Kathy said to me, "Fuck her, David.  I want to
watch that big pole fuck her cunt and fill it with cum!"
          Kathy guided my cock between Jayne's wet pussy lips and
I held Jayne's hips as I fucked her from behind.  The were
devouring each other and every so often I'd feel Kathy's tongue
swiping at my withdrawing piston or on my swinging balls.  Those
two were still orgasming so I finally let go, sending a flood of
jism into Jayne's pussy.  The three of us were groaning and
shouting, wailing and grunting as we all came.  Jayne's pussy
muscles clamped tightly, squeezing splooge into Kathy's mouth.
     Needless to say, Kathy and I are together a lot now.  Whenev-
er possible we get together with Jayne for threeway fun, either
at her pool or in the apartment Kathy and I share.  We've known
each other for more 25 years, but those two were worth waiting
for! 

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