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Rick was a good guy, we played softball together and hung out, but that was it. Well Rick was pretty buzzed and asked if he could stay on our sofa, so we said he could stay, but he could use our guest room. We headed to ours and Rick into the guest room, which was down the hall from ours. Carol and I were in bed and we started playing around a bit and she grabbed my cock and started stroking it while I kissed and licked her nipples. She was definitely not a quiet sex partner. All of a sudden we heard a noise in the hall, it was Rick going to the bathroom, which was past our room.It kinda startled us as we forgot he was there.After a couple giggles, she asked me if he heard us, and I said if he did hes probably gonna go back to bed and jerk off. When I said that Carol got this gleam in her eye, and said that the thought of someone listening to us have sex and masturbating was pretty hot. I put my finger in her pussy and she was a lot wetter than she was a minute or so before, and to. "Hey, stop that" I said reaching out to get his hand off my cock. Frank grabbed hold of both my hands pushed then over my head then sat on the top of my chest pinning my arms so I couldn't move. For the first time I saw just how big Franks cock was. He started swinging it around making the occasional slap across my face."will you cut that our, and get off me please" I saidHolding on to his cock, he said "Be quiet relax and enjoy it, don't make me put my special gag on you to get you to be quiet." he said holding on to his slowly expanding cock. I didn't want him putting his cock in my mouth, I wasn't even sure it would fit."I think he is liking this Frank" said the shorter one, I realised that I was getting harder again and soon I couldn't stop from making little moans. Frank then pinched my nose and I was forced to open my mouth to breath. With that Frank popped his cock into my mouth. "Don't bite" said Frank in a rather menacing voice, then in a gentler tone said "Ah look your old.
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