Mom gave me a quick kiss this morning after breakfast, and then told me that she had a friend across town that needed my attention.

Rachael Smith is a little weird sometimes, but I think you’ll enjoy a change in pace, mom said. Just go along with whatever she suggests and I’m sure you won’t regret it. I promised her that you’d be there by ten-0-clock so you’d better get a move on. Here’s her address.

I wondered what she was talking about all the way to Mrs. Smiths house, but had not a clue until I got inside and Mrs. Smith led me down into her basement playroom.

When we got downstairs, Mrs. Smith introduced me to another woman, Rhonda Williams. There was quite a contrast between the two of them. Rachael was in her fifties and had what appeared to be a fairly nice set of tits, but Rhonda who appeared to be in her thirties, had a pair of knockers that were straining the hell out of the buttons on her white cotton blouse.

Mrs. Smith was dressed in a short, black leather dress that zipped down the front and was wearing a pair of spiked heeled black pumps and dark stockings. Rhonda had on a short black, leather skirt and was also wearing spiked heels and dark hose.

After she introduced me to Rhonda, Mrs. Smith informed me that she’d caught Rhonda masturbating and that she was going to punish and humiliate her. As part of her punishment I was to both watch and participate in any way that I desired!!! Of course I got a hard-on thinking about what Rhonda and Rachael were going to look like in the buff and when Rachael invited me to expose myself, I did.

Your mother said that she thought that you probably had a nice penis, Rachael remarked when I hauled my stiff pecker out of my slacks. You certainly do have a nice one, doesn’t he Rhonda?

Rhonda nodded in agreement.
Rachael then said that it was time for Rhonda’s punishment to begin and ordered her to take off her clothes.

As she stripped, Rachael fondled different parts of Rhonda’s voluptuous body and invited me to do likewise. By the time she was down to garter-belt, hose and shoes, Rhonda was panting with lust and begging Rachael to let her suck her pussy instead of being whipped. Rachael had unzipped her dress and I quickly discovered that she was panty less, the thick triangle of her black pubic hair was lewdly framed by her garter straps and garter belt!!

Show Dick what you were doing when I caught you, Rachael said.

Rhonda spread her legs and reached for her pussy. Quickly finding her already aroused clitoris, she began stroking it and the inner lips of her pussy. In a few minutes her large clit had become fully aroused and swollen from her masturbating and was actually sticking out of her pussy like a small penis!!

Rhonda was now squeezing and fondling her pendulous tits with one hand while she continued her self -gratification with the other. A few minutes later she began moaning softly and bucking against the hand on her clit. She climaxed and a pearly stream of her juice exited her spasming cunt and trickled down her crotch.

It was all I could do at this point not to jack off myself.

Rachael stepped over to Rhonda and shoved her pussy into Rhonda’s face. Suck my pussy you sorry slut, she said. Suck it while Dick fucks you.

That was my que and I aimed for Rhonda’s drooping pussy lips as I rammed into her doggie style. Reaching around her, I held on to her large dangling tits while I fucked her drooling pussy and she lapped away at Rachael’s fury snatch. Rachael allowed Rhonda to suck her puss and me to fuck her from behind for several minutes until she figured that Rhonda was thoroughly aroused. Then she backed away and ordered me to pull out of Rhonda. Rachael then made Rhonda sit in a chair and hang her big old pendulous titties over the back of the chair.

You aren’t going to whip me on my poor titties, are you?? Rhonda wailed.

I most certainly am and you’d better not try to cover them with your hands either, Rachael responded. She then picked up a whip she called her cat of nine tails and started lashing Rhonda’s jiggling orbs. I thought that the whip would hurt, but apparently it was a special kind of whip that did more to stimulate than inflict pain. Rhonda’s thick nipples became more and more puckered as Rachael lashed at them until Rhonda was finally in such a state of arousal that she began masturbating again.

Rachael grabbed her hands and bound them to the chair.

You’re going to watch me receive a good fucking from this young stud, you horny slut, but you won’t be able to do anything but watch, Rachael said. Fuck me good Dick.?

For a woman in her forties, Rachael still had a very shapely body and although her breasts weren’t as big as Rhonda’s, they were firm and succulent. Rachael’s nipples were long and puckered to the max as I captured one in my mouth while she guided my hard cock into her wet snatch. Lying back on an overstuffed leather sofa in the playroom, she wrapped her nylon-encased legs over my back and bucked her ass upward at my every thrust into her soppy pussy.

I fucked her for all I was worth for several minutes until we were both bathed in sweat. She finally started moaning and wailing and I felt her orgasm flood her convulsing cunt and bath me in her cum. I couldn’t hold it any longer and filled her to overflowing with my load of creamy spunk.

Rhonda was so wound up at this point that she was struggling to get loose and almost foaming at the mouth. Rachael finally slid out from under me and untied the half-crazed woman.

The minute she was free she pounced on me and began frantically sucking on my wilting cock with everything she had. Amazingly, I felt myself getting hard again and let her have her way until I was hard as a bone once more.

Rhonda wasted no time squirming down on my bone until she’d totally engulfed me in her horny pussy. Then she leaned forward so that I could fondle and suck on her huge tits while she rode my pole. Her ride lasted quite a while and I thoroughly enjoyed playing with her dangling breasts while she bounced up and down on my cock.

I pulled on her long nipples; slapped her dangling tits, making them jiggle and quiver on her chest, squeezed and milked them as her climax approached.

At one point Rachael leaned over and Rhonda sucked on her strutted breasts briefly while Rachael reached down between us and played with Rhonda’s excited clit. Horny Rhonda finally achieved a shattering climax that left her drained and she rolled off me and lay on the floor clutching her pussy.

When I got home tonight, Mom asked if I’d had a good time at Rachael’s and I just looked at her. She giggled and reached for my crotch, but I turned away. Man I was fucked out after spending the day with Mrs. Smith and her friend!!!

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