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I hope this becomes a tradition for me! Last year, I found myself in the middle of a man sandwich as I celebrated America's older nude woman independence with two guys. This year, I ended up having some fun with my FWB and a female friend of his. After work on Saturday, I headed to a BBQ I was invited to. It was actually the BBQ being hosted by one of the guys who I had the threesome with last year. There was definitely a little pretence here, and I know that I was definitely thinking I would end up hooking up with this milfs over 40 guy at the end of the night. As the night wore on, he was definitely starting to get a little touchy/feely with me. Things seemed to be heading in the right direction, until I got a call mature female nudes from my FWB, mature female porn Mark. Mark: "Hey, what are you up to?" Me: "I'm hanging out at a BBQ. You?" Mark: "Well...I'm kinda trying to get a little situation going here" Me: "Oh yeah? What kind of situation?" Mark: "You remember how you said that if I needed a second girl that you would step up?" Me: "Yeah. What, you found one?" Mark" "Yup!" So, as you may have surmised from that quick exchange, I had agreed to be the second girl in a threesome if the situation ever arose. I'm not really into girls, but he had never had a threesome with two girls before (and neither had I for that matter) and I figured it was the least I could do after the multiple times he's delivered for me. As bad as I felt leaving the guy at the BBQ high and dry, I felt like I had a much bigger commitment to my FWB. Besides, I could always come back to hook up with this guy; my FWB may not come across another opportunity like this again. So I bid farewell to my guy at the BBQ (he was visibly bummed out) and headed to Mark's place. When I got there, he introduced me to Carolyn. A cute, very petite brunette. She had a pixie cut hair cut, light brown eyes and a very pretty face. I introduced myself and we all had a seat on the couch and talked a bit while enjoying a drink. I think both Carolyn and I were waiting for Mark to make a move because she and I just continued to talk, and we actually hit it off pretty well. Finally, Mark seemed to realize that he was going to have to get things going. He started to kiss Carolyn's neck. She actually tried to continue our conversation, but didn't take long for her to give into Mark. They started to make out and he started to feel her up. Getting to just sit there and watch them was actually a huge turn on. Eventually though, Mark asked me to join them on the couch they were on. I sat on his left and he then started to make out with me. I felt his hand roaming on me while he did. I was wearing a skirt so he focused on grabbing my thighs a lot. "Can I kiss her?" Carolyn spoke up. I have to admit, I was pretty nervous. Carolyn brought her body across Mark and leaned in to kiss me. It started as a soft kiss, but next thing I know we're making out like two high school kids. I could feel Mark's hand slide under the back of my shirt, and I'm guessing he was doing the same with Carolyn. He was pushing upward, and Carolyn broke briefly to let Mark take her shirt off. She wasn't wearing a bra but she didn't really need one. I took my shirt off as well but still had my bra on. "Those are gorgeous" she said when she saw my boobs. "Ugh I'm so jealous of girls like you." She started to feel them up and kissing my neck as she did. I could feel Mark's hand fumbling with the back of my bra, desperately trying to unclasp it. I ended up reaching behind and helping him. When my bra came off, Carolyn immediately moved down to them and start to kiss and suck my nipples. Mark started to make out with me again as she did. At some point while we were making out, Mark had taken his cock out because when we broke from our kiss, Carolyn stopped kissing my boobs and started going down on him. Mark pushed my head downward, and I joined Carolyn. It was pretty hot to share a dick with another girl like that, but eventually my competitive side came out and I found myself being a little greedy with it. Mark had managed to pull my thong down and was fingering me while Carolyn and I went down on him. I ended up getting on top of him first and started to ride him on the couch. This is where my inexperience with this kind of threesome, or even girls, showed as I completely left Carolyn out. She definitely made sure to insert herself though because next thing I know, her jeans are off and I have her ass right in front of my face as she had Mark eat her out while I rode him. Things became a bit of a blur from this point on. At some point we ended up switching and Mark started doing Carolyn doggy style while she ate me out. This was the first time a girl had gone down on me and if I'm being honest, it didn't feel any different than a guy eating me out other than knowing it was a girl between my legs. I did try going down on her as well and it wasn't bad, but it just proved that girls just aren't my thing. We had Mark lay down on his back and I rode him while she sat on his face and Carolyn and I made out. Carolyn and I kept moaning into each other as we both obviously enjoyed what Mark was doing to us. She kept playing with my boobs and would intermittently suck on my nipples. The hottest position of the whole thing was when Carolyn and I were 69ing while Mark was fucking me from behind. Feeling my clit being licked while getting fucked was unreal. I had wanted to try it before but it's impossible to convince a guy to get that close to another guy's cock lol. When Mark was ready to cum, he wanted to cum on both of us but Carolyn just wasn't into it. Instead, he just ended up cumming on my face. Carolyn was still horny though and kept eating me out while she played with herself. Mark just sat to the side and watched. She made me cum and eventually she came as well just from playing with herself. I cleaned myself up, got dressed, and said my goodbyes. They were both still naked when I left and I'm sure they had some more fun once I left. Mark had a massive smile on his face and called me the next day to thank me. 1gUcAeK DirtyLisa 1CsAcTm 1CsAcTm