Ben held me close to him, one arm around my waist and the other exploring its way up my back. He pulled me into him so that my leg was in between his and our bodies pressed together. His lips gently explored mine and his tongue sought mine with tender abandon. Then his hand found my wet hair clinging to my back and he ran his hand through it a couple of times before gently pulling on it, tipping my head back. I gasped and shivered as his kisses worked their way down my cheek and jaw line, along the sinewy muscle of my neck and down to my collarbone. His arm around my waist held me tighter and pulled me harder against his body as he pulled my head back further.

Water was cascading on my chest now as his lips found the sensitive nipple of one of my breasts. I moved my outside leg slightly to maintain balance and realized my pussy was so wet that I slid up Ben's leg with ease. His hard member was pressing heavily against my leg. I put an arm around his neck and pulled myself back to him, looking down at his eyes with a wildly mischievous grin and a passion I had never had for anyone else. Reaching down between our bodies I took his shaft in my hand. It was not large by any means, about 7-inches long. His head mushroomed to a size twice as wide as his shaft. Reaching lower, I cupped his testicles in my hand and gasped at their size. Each testicle was a little bigger than a large chicken egg.

A shudder gripped my body and I got goose bumps as I realized this was exactly what I wanted - an average size penis and a man that was confident with it and could make me feel so good that his cock would be the greatest thing in the world even if it wasn't as large as Max. Right now that was exactly how I felt and I was absolutely swept away in the emotional maelstrom enveloping me. Turning around I pressed by buttocks against Ben's hardness and turned the shower water off. He wrapped one arm around me from behind that wove its way up my body, tracing its way from my stomach up between my breasts, then across my body and cupped my breast, the nipple pinching softly between a couple of his fingers. His other hand reached up my back and again pulled on my hair. My head leaned back, my back arched and my wet pussy was exposed immediately to the head of his cock. I pushed back against his member, but he pulled back and let go of my hair, pulling me back against his chest with the arm wrapped around my body.

We stepped out of the shower then and haphazardly dried off. I led him, naked, into the guest bedroom where he was staying. Max was waiting outside the bathroom and followed us. Ben didn't seem to mind, or was unaware of, Max's presence. Reaching the bed, I turned and faced Ben, and he immediately embraced me, kissing me again in a more fevered, passionate manner. Even without shoes on I was taller than him, but he definitely knew how to make size unimportant. Holding me close, Ben gradually leaned me back on the bed, letting me down softly as he kissed his way down my neck again and in between my breasts. Then he moved up on the bed with me and lay down between my legs, kissing me as he slid up. His cock slid inside me as his lips reached to kiss mine and I moaned into his mouth when he penetrated me. The difference in size between his head and shaft made and interesting sensation inside me. His head would find all the erogenous spots and brush up against them. Since his shaft wasn't quite as wide, my pussy would push in on his shaft in order to have those spots stimulated again. My body wanted him and pulled him in when he tried pulling out.

Ben's hands ran along my body, through my hair, traced the lines of my face. I felt like I was living a dream. His weight on me when he moved up and down was wonderful as his trimmed hair teased my nipples. He made love to me for like that for an hour, whispering sweet things in my ears occasionally. He teased my senses with his fingernails, running them up and down the length of my body from my elbows to my armpit, down the side of my body and over my ribs, along my buttocks where they pressed into the bed and down the outside of my leg to my knee; then returning up along the inside of my leg, and, when he pulled out, along the outside of my labia, up and out to the edge of my pelvic bone as he slid back in, in to my navel and up my belly to the underside of my breast, back out to my armpit and up my elbow. The sensation was amazing! With just the right pressure as he caressed me, my body felt like it was in a constant state of stimulation.

My orgasm built from deep inside me. The only other time I had felt like this was with Max. As I felt my orgasm building, Ben lifted up and straddled my waist while still inside me, his legs on either side of me, and wrapped his feet under my legs, pressing on the insides of my legs with his feet. He applied pressure with his feet and pulled my legs apart further. Then he began grinding hard and deep against me while he was all the way inside me. I moaned and yelled out his name as his body massaged my clit while he was grinding. His mouth covered one of my nipples and sucked it in. Then he massaged the nipple with his teeth, pushing it up and down between his teeth, letting them touch ever so lightly so it didn't hurt. Ben went back and forth between my breasts like that, leaning forward and kissing my collarbone and nipping at my neck intermittently. It felt wonderful.

Another sensation, though, ended up driving me over the edge. My legs hung over the edge of the bed and were forced apart by Ben's feet. While he was grinding in me, I all of a sudden felt Max nudge his tongue under Ben and begin licking my pussy while Ben was inside me. Ben, again, didn't seem to mind Max's presence and maintained his grinding. It was finally too much for me and all the muscles in my body seemed to tense. I wrapped my arms around Ben and dug my fingers into his back as my orgasm hit. I could feel my pussy contract around Ben's cock and begin involuntarily milking it. Ben wasn't far behind and I could feel him hold onto me tight as he began to shoot his load inside my longing pussy. Max continued to lap at our juices as Ben lay on top of me and looked at me, smiling warmly. Then he pushed up into me all the way, leaned on his side and pulled my head down to his chest, draping one of my legs over his as we turned on our sides and wrapping one of his arms around me. Max continued his licking.

"Sorry about Max," I said sheepishly.

"It's not a problem for me as long as it's not a problem for you," he replied.

"Would you think less of me if I told you I enjoy Max sexually?" I was going to get it out on the table and see how he responded. So far, Ben had been very open-minded about everything.

"I couldn't think less of you if I tried," he whispered as he held me tighter.

"I mean it, Ben; I have sex with Max sometimes. Well, not recently, just because of all the stuff going on with me. But I get moods where I just want to have sex with him."

"Okay."

"That doesn't bother you at all?"

"Nope. In fact, would you mind if I watched some time?"

I held Ben tight. "I would love it."

"By the way," he whispered, "I'm not done with you yet. I know you enjoyed making love; would you like to just fuck now?"

I smiled and rolled over. "I'd love to." He leaned over and kissed me again.

"I hope you don't mind toys, because I brought a couple for you. I was only planning on giving them to you, but if you don't mind, I'd like to use them on you."

"Do whatever you want, Ben."

Ben got up and went to the closet. He opened his bag and I watched as he took out the toys. My mouth dropped when I saw one toy in particular. The package said it was a 15-inch dildo and it was as big around as Max the entire length - almost 6-inches. Ben tore open the package and waved it at me. "That's for later," he said with a weird grin. "This one is for now." He opened the package of another dildo that said it was 10-inches. It was about half as wide as the large dildo and looked much more comfortable right now. Max just sat on the floor watching us quizzically as Ben got back onto the bed with me.

Putting his hands on either side of my hips, Ben lifted me up on all fours. He went to my side and reached around behind me, penetrating me with the dildo. I knew the dildo had testicles on it and I couldn't feel them yet, so I knew he didn't have it all the way in me yet. I moaned as he stroked the dildo in and out of me a few more times, penetrating me deeper and deeper, until I finally felt the silicon testicles. Never had I felt safe enough with someone to let them handle me this way, and it was turning me on tremendously. A few minutes later I was worked up really good again.

"Harder, harder," I whimpered between thrusts.

The dildo pounded me harder and faster until I reached another orgasm. Ben slowed down then and moved along my body toward my head until his cock was in front of me. Then he pushed the dildo in me hard and deep. When I opened my mouth to gasp, Ben put his head in my mouth. He held still then as I began sucking on him, then scooted closer so that I could take more of it in my mouth. The rocking motion my body had gotten into with the dildo forced me up and down on Ben's cock and I hungrily accepted it deeper and deeper until I had it all in my mouth. This wasn't really very hard considering I was used to deep-throating Max. Ben was nowhere near that big. He was actually a very comfortable fit in my mouth. Then Ben reached down with one hand and held my head still. While the dildo pistoned in out of my pussy, Ben fucked my mouth vigorously. Then, as he came, he held the dildo deep in my pussy and pushed down my throat. I swallowed squirt after squirt of his milky fluid. Then, when he was done, instead of pulling anything out of me, he started it all back up again.

With all the sucking his cock was getting, Ben stayed pretty hard, although not quite as hard as he was earlier when we made love. I actually enjoyed him being not so hard, especially since he was in my mouth still. After about 10 more minutes of this I had another orgasm and he was hard again. Once my orgasm passed, Ben pulled the dildo out of me, lay down on the bed and pulled me on top of him. As I straddled him I tried to position myself to take his cock back in my pussy. I was aching to have him back in side me, but he held me up and wouldn't let me ride him. Then, I watched him reach around behind me. At first I wasn't sure what he was doing, but then I felt the head of the dildo that was just in me and I leaned forward so that he could penetrate me with it easier. It was a wonderful feeling to be fucked by the dildo while staring deep in his eyes. A couple of minutes later I was riding the dildo harder. I closed my eyes and lifted my head up as Ben caught one of my swaying breasts and suckled on it. I never expected what happened next.

As I was riding the dildo and had my eyes closed, Ben had positioned himself so his cock could penetrate me when he was ready. I was dripping cum from both of us by now and loved the feeling of Ben beneath me. Suddenly, on one of my thrusts back against the dildo, Ben's cock was inside with the dildo. I gasped at the brief moment of pain and leaned into Ben's shoulder and held still. He made sure the rhythm was unbroken, though, and thrust the dildo in and out of me with the same timing I was riding it before. Then he began thrusting asynchronously with the dildo - when the dildo pushed in, his cock pulled back; when the dildo pulled back, his cock thrust in. I groaned Ben's name as this ravaging continued. In no time I was experiencing another orgasm, and then another. I went through 3 more orgasms before I finally had to get up and tell Ben I needed to go to the bathroom. He said he did too and we both went to the guest bathroom, cleaning up afterward.

The rest of the day we flirted and played with each other. I cooked dinner before David came home and we all ate well that night. Ben talked with David as if nothing had happened and everyone had a good time without any awkward moments to speak of. David and I walked Max later in the evening, and I was content even though we didn't talk the entire time. We talked a little before going to bed again, but not about Ben or what we were going to do. David talked about some things going on at work and that was the extent of our interaction the rest of the evening. I slept well that night in anticipation of what tomorrow might bring.

The next day I woke up with David, but I kept up appearances that I was still asleep. When he walked out the door I went to the window to watch him drive away. Then I slid into Ben's room and silently undressed. Looking in his bag, I pulled out the dildo he had used the day before. Curious; I couldn't find the large dildo in there anywhere. I lifted the sheet Ben was sleeping under and was a little surprised to find he was sleeping naked. Leaning over, I licked gently on his flaccid cock, tempting and teasing it to wake up. Blood began to fill the tissue in his penis and he was getting hard, but he didn't stir so much as a muscle to indicate he was waking up. Even his breathing remained unchanged.

I began to get curious about how long he would either stay asleep or maintain the facade that he was asleep, so I decided to play a game with myself. Assuming he was asleep, I wanted to see how long I could play with his cock before he would wake up; I wanted to see what I could get away with before he opened his eyes. I licked up and down his hard shaft, teased his testicles with my tongue, tugged softly on his scrotum with my teeth, put just his head in my mouth and licked and sucked it like a lollipop. Still no movement. I put one of his testicles fully in my mouth and rolled it around with my tongue while I gently squeezed the base of his shaft. Looking up I noticed some pre-cum start to drip out of his penis as I squeezed his base. I took the other testicle in my mouth and continued to massage and squeeze the base of his cock. More semen came out and it began rolling down his head and onto his shaft. I licked lower, nibbling on the skin between his scrotum and his anus. More semen came out, but he didn't stir, not a muscle.

Reaching down between my legs, I felt how wet I had become. I inserted the dildo in me while I licked on Ben's cock. Unable to resist any longer, I took Ben's whole cock in my mouth with one movement. A moan escaped him as I swallowed him and now I knew he was awake. Before he had a chance to do anything else, I climbed up on the bed and straddled his cock, handing him the dildo to insert into me. Once he had reached around and inserted the dildo in me, I took his cock and positioned it so I could lower myself onto it. I gasped as he penetrated me and told him to fuck me. Ben obliged me and fucked me like he had the day before. This time, though, he pulled the dildo out of me before he came. His hands grabbed my hips and forced me down hard on his throbbing member as he came hard deep inside me.

We laid together for a few minutes before Ben rolled me onto my stomach and got up behind me, lifting me on all fours. I felt the head of what I thought was his cock rubbing up and down on my pussy lips. He was rubbing my back gently, then ran his hand through my hair, and finally wrapped my hair around his hand and pulled my head back. My body instinctively pushed back against the cock, and I was instantly filled with a very large cock. All the air escaped me briefly and I knew I must have been penetrated by the large dildo I had seen yesterday. Ben pushed it in me some more and I rocked forward. Then he just held it there and pulled me by my hair, rocking me back onto the monster cock further. I gasped and panted as the cock filled me further. It wasn't the same as Max, but it felt damn good.

"More! Deeper!" I managed to get out in a somewhat hoarse, loud whisper.

"You've already got about 10-inches in you honey," Ben informed me, sounding a little concerned. "Are you sure you can handle more?"

"Yes!� I gasped. "Just do it!"

Then, as Ben pushed the monster dildo further into me, I experienced something that was terrifying and wonderful at the same time. There was a very sudden, very sharp pain all at once and my eyes were filled with a white light so white that it was dark, and a dark so dark that it was light. I felt all the strength and control over muscles in my body leave me entirely. Ben held the dildo there inside me, not moving at all as I regained my senses. I could feel the cock pressed hard against the deepest part of my womb, threatening to break through the thin barrier to my insides. When I finally got through the initial pain and had regained my strength and senses, I mustered "I'm okay," and Ben began just moving the dildo around while it was that deep inside me, massaging my skewered pussy until all I felt was the most intense pleasure I'd ever experienced.

Ben let go of my hair then and put his hand in the middle of my back between my shoulders and gently pushed my face down onto his pillow. My hands were over my head and he reached up and pulled on my shoulder until he could grab my arm. Then he took and placed my hand on my stomach and held his hand on top of mine. The feeling was amazing. I could feel the cock churning around in my womb, pushing against my fingers. Then Ben began stroking the dildo in and out of me in long, slow strokes. My hand rose and fell with my womb as it was filled and then emptied.

"How much...?" I gasped as the monster dildo deprived me of air.

"Almost all of it. There's only about an inch left. Are you sure you're alright?"

"Yes... oh, yes." I couldn't believe I had 14 inches of cock inside me. I'm 6'1" and have a long torso and a deep uterus. But I never thought I could handle that much cock! "I want it all. Try to get it all in... unh... oh..."

Then I felt them. The silicon testicles were now pressing against my pussy lips. Ben stroked the dildo in and out of me all the way a few more times and then pulled it out. I immediately felt a sad emptiness. But he soon rectified that. Ben helped me down off the bed and put me on all fours facing away from the bed. I looked behind him and saw him put something on the side of the bed and attach the dildo to it. Then he pulled me back by my hips until the cock head was at my entrance and put the head inside me. He walked around front and pulled a chair over to sit in front of me. I pushed back against the monster inside me and began fucking myself with the dildo. Ben watched as I took it all in and began fucking it harder. Then he sat forward in the chair and offered his cock to my mouth. I had to lean forward a bit to take it all in my mouth, and that made me take longer strokes on the dildo.

It was only a couple of minutes more before I had an orgasm. I screamed with Ben's cock in my mouth as my pussy milked the monster cock invading it. I tried to stop fucking the dildo after my orgasm and just concentrate on sucking Ben's cock, but Ben leaned forward and pushed and pulled on my hips, forcing me into a rhythmic fucking with the dildo again. By now I was sucking hard on Ben's cock and his mushroomed head felt good in my throat. It wasn't long before I was experiencing another orgasm, and then they just wouldn't stop. I had 5 orgasms in a row, and one that seemed like it lasted 5 minutes or more. Ben finally held my head still, planted his cock in my mouth to the base and dumped his load fully down my throat while his large testicles rested on my chin. His cock throbbed with each squirt and I felt like I had swallowed a good half-pint of his cum before he pulled out, squirting cum indiscriminately on the edges of my mouth and on my cheek.

Some time during all this, Max had come in and I now saw him sitting next to the chair Ben was in. Max's tongue was hanging out and he was panting, and I could see his penis had come fully out of its sheath. Ben encouraged me to keep fucking the dildo and went to get something out of his bag. I continued fucking the dildo while Ben rubbed something on my breasts and snapped his fingers at Max to come over. Max sniffed my breasts briefly and then began rigorously licking one of them. I moaned and unconsciously began fucking the dildo harder. Max licked off whatever was on both of my breasts and I had another orgasm. Then I watched while Ben rubbed whatever it was onto Max's cock and led the dog around in front of me.

Max stood perpendicular to my body as Ben lifted the dog's cock to my mouth. I opened up and sucked it in, realizing then that Ben had coated it with honey. Max must have loved it because he had licked my breasts eagerly when they had honey on them. And I had to admit that it made Max's cock taste better than ever. I closed my eyes then and fucked back against the dildo as Max's cock came out of my throat. Then I rocked back forward and took all 11-inches of Max's cock into my throat. I loved the feel of his cock in my throat and had long ago learned to take it all in. I even found that having him cum while he was all the way in my mouth made swallowing a non-issue since it just ran down my throat. Opening my eyes briefly, I saw Ben watching me while he jacked off in the chair. He was hard again and I was sure he wanted in me.

Getting out of the chair, Ben walked around behind me and rubbed my pussy, now soaking wet from both of our juices. That sent me over the edge again and my body was wracked with a tremendous orgasm. Ben called Max to him and nudged me forward so that the monster dildo popped out of me. Max promptly took the dildo's place. He mounted me and began thrusting, missing my pussy but trying hard anyway. Ben carefully guided Max's cock head to my pussy lips, and once there the dog knew exactly what to do. Max pistoned all 11-inches of his cock in and out of my pussy like a machine, faster and harder than any man ever had, and, I believed, ever could. I leaned forward with my face on the floor, gasping and grabbing at the carpet, digging my hands into the floor with all my might. I moaned as Max pounded harder, slapping his large dangling testicles against my clit and pussy lips.

While I was gasping for air, Ben had walked around front of me and lifted me up. He carefully slid under me, spreading my legs as he forced his way down my body. Max, slightly annoyed by the intrusion, growled, leaned forward and nipped the nape of my neck. It didn't hurt, but it was enough to make me freeze. Under me, Ben had positioned his cock at my pussy. I looked down at him with begging eyes, not sure I could handle what he was about to do. But then it happened and there was nothing I could do. He pushed his cock up inside my pussy with Max and the two began pummeling my pussy with their cocks. There was nothing I could do anymore, and I loved the feeling of these two cocks inside me.

Ben was the first to cum, and just in time too. He shot his hot load inside of me just as Max was beginning to get his knot. I knew once that happened I was in for a lot of pain if one of them wasn't out of me. Once Ben came, though, he pulled out and Max's knot filled up the space left, growing larger and larger. All of Ben's cum, and the stretching my pussy had already had, made it easy for Max's knot to now pop in and out of me, until he finally held still with his cock embedded deep inside me. I felt the familiar swell of his knot as it finally sealed itself in my pussy, and a minute later his seed was flooding my womb, joining Ben's seed in a cum filled pool inside me. Max turned and dismounted me, his cock still joined to me, so that we were butt-to-butt. Ben pet Max and made sure he didn't try to tear himself out of me, but Max had never done that anyway so it was nothing I was worried about. Ben came around front of me and cajoled me into laying my head on the floor and just relaxing, and then he left the room.

When Ben came back he gave me a glass of water. I drank it, gave the glass back to Ben and leaned forward as Max's knot shrunk. Ben asked me to let him know when Max was almost ready to pull out and I agreed. Max moved slightly and I could feel the cum mixture slosh around inside me. I put a hand back on my belly and wiggled my ass slightly back and forth, feeling the cum splash around inside me and Max's cock straining against my belly. The knot in Max's cock was almost small enough to allow him to dislodge from me so I told Ben. He went around behind me just as Max pulled free. I gasped as the dog popped out and turned my face on the floor to watch Ben.

Ben knelt down behind me, fucked me with his hard cock a few strokes, then removed himslef and inserted the monster dildo in me once more. This time it slid in with ease. I moaned at the feeling of the deep insertion and the cum that was still in me splashing around inside me, warm and soothing. Then, I held absolutely still, grabbing at the carpet with all my might as I strove to relax while Ben inserted his cock in my ass. Since his head was the biggest part of his cock, once it popped in I was alright. Fortunately, he had lubed himself up with cum by fucking me before he pushed in my ass. The feeling of a cock in my ass and a huge one in my pussy was almost more than I could handle. I could feel the two cocks rubbing against each other through the thin membrane separating my holes inside me. In short order, I had another orgasm, my sphincter muscles clutching down on Ben's cock when I did, and he shot another hot load deep in my ass. When he finally released me from both cocks, I collapsed on the floor while he lay on top of me, kissing my neck and ears and whispering his love for me.

Ben gave me everything I wanted over the next couple of days before he finally left. We stayed in touch over the following months as things deteriorated between David and me. Three months after we got divorced, Ben and I got together and have been together ever since. While we are not married, there is no distrust between us; I have never cheated on him and he has never cheated on me. We have been together almost 5 years now and satisfy each other regularly. Max is never left wanting for attention, and Ben is never jealous when I give it to him. Quite often, Ben will just watch while I fuck the large dildo or Max and never get involved. I have my two best friends in the whole world with me every day and I'm satisfied beyond my dreams. What more could a girl ask for?