Filming Fun With Carol

Having walked the few yards across the end of our quiet cul-de-sac, I rang Carol's doorbell. I was carrying the traditional gift-wrapped bottle of Southern Comfort I gave her on her birthday, plus a card.

It was Carol's 61st birthday and she lived with her long-term partner Johnny only fifty yards or so from me. I'd moved into the area seven years ago and the two of them had made me immediately welcome. We'd developed a good relationship and although it wasn't so close that we'd go out together, they were always there for a chat, take in parcels, generally help out and occasionally enjoy a beer or glass of wine in the garden on a sunny day.

It was clear from outset that Carol was a "bit of a girl" and had a naughtily dirty sense of humour that she let slip from time to time. We sort of flirted in a very restrained way and it was clear that that's all it was going to be. She was quite petite, I'd say about five feet three inches, and facially very attractive with still very good skin with hardly a wrinkle. Her hair was straight and hung slightly longer than her shoulders, an attractive auburn that must have been out of a bottle but was always very convincing; you'd never know.

She was reasonably slim with nice legs, not particularly long but very shapely. In a way, they reminded me of a young girl's legs. Perhaps the hint of a flaw in an otherwise attractive package was that her breasts looked fairly saggy. It probably didn't help that she clearly didn't wear particularly good bras although her bust looked a reasonable size -- just not up where it might have been. Even she had admitted that, after three kids, her bosom had "gone South"! In a strange way, however, thinking about her saggy tits was a fascination for me. I've never been put off by less-than-perky breasts; I've always felt that a woman's tits were part of her story and were neither good nor bad.

I'll admit that I masturbate from time to time, thinking about Carol. Quite often that would be prompted by catching lengthy glimpses of her bending over, taking stuff in or out of her car's boot. Her skirts were often quite short, and I'd be treated to super looks at her thighs. I never got to see her panties -- but it must have been close!

I have plenty of time to fantasise about sex as although my wife and I aren't divorced, we live a couple of hours apart. A long story but it suits us both. We still see each other every couple of weeks, go away for weekends and holidays and still even enjoy a bit of sex -- but that allows me plenty of time to think about other women and even have the odd adventure off-piste! So, fantasising about Carol, wondering what her tits are really like, whether she has a hairy or smooth cunt and if she's as hot as she hints, has been a very pleasurable pastime!

So, anyway, there was no response to my first ring on her bell, so I tried again. Almost immediately, the door opened, and Carol poked her head out, looking a bit flustered.

"Happy belated Birthday! Sorry I missed it yesterday but, as you know, I was away." I said as I proffered my gift and card.

"Oh blimey, David, that's so sweet that you remembered." she said. "You shouldn't have bothered."

"Don't be silly -- I wouldn't forget your birthday. You've always been so good to me. Still, I'll be off; it looks like I've disturbed you. I'll be back later for my Thank You blowjob!" I said with a grin.

"Ha, it takes a litre bottle to get one of those!" She said with a wink.

And then she paused, letting the door open a little more. I was very surprised to see that she was wearing quite sheer black stockings and black patent leather high-heels under her cheap-looking floral pink housecoat. I'd never seen Carol in anything approaching high heels and the only tights she wore normally were thickish woolly ones when it got cold.

She must have caught my gaze and mumbled "If you don't mind, just hang on there a moment. I'll be right back.", leaving me standing there, quite puzzled. I could hear she and, presumably, Johnny talking quietly and then, after a minute or two she came back, looking a little awkward.

"You've always fancied me, haven't you?" she asked. To which I could only answer "It's been that obvious, has it?"

"Well, don't worry too much about that because if Johnny and I weren't so happy, I'd have loved to have had an affair with you." Wow, was that exciting to hear...?

She continued "But if you have some time to spare right now, Johnny and I have a suggestion that I think could hit the spot for all of us. Would you like to come in?"

Now, that sounded far too intriguing to turn down! "Mmm -- sounds interesting. I'm up for anything!"

She laughed "That's probably just as well. Come on in."

She closed the front door after me and headed towards their lounge. All I could see was her legs and the housecoat, but I did realise what else was different: she was beautifully made up -- another first as far as I could remember.

Johnny was sat on their leather couch, dressed in a pair of shorts and a t-shirt, which seemed a little odd compared with Carol. Looking up he smiled. "Hi David. We've just opened a bottle of wine -- want a glass?" In the cooler was sat a decent New Zealand Sauvignon Blanc so that was a no-brainer! As I accepted the glass from Carol, she sat down next to Johnny, still annoyingly keeping herself covered up...

Getting comfortable in an armchair by the fireplace, my curiosity got the better of me. "So why have I been dragged in here, then?" I grinned.

"Umm... We wouldn't normally admit this to anyone around here, but you turned up at just the right time." Carol began, looking as much at Johnny, as if for support, as at me.

"The truth is that we're members of a couple of amateur porn-sharing forums and from time to time Johnny takes videos of me stripping and playing with myself to upload. Members always seem to like what we do but Johnny thinks that we ought to go further. We were going to do the usual sort of stuff this afternoon but try to add in me giving him a blowjob. But for ages, Johnny has wanted to see me with another man, both because it's something that turns him on but also because it would make our videos much hotter. I've never been keen on being that intimate with a stranger. But then you rang the bell just as we were discussing today's video -- and you're hardly a stranger, are you? Johnny likes you and he knows I've often wondered about having sex with you. What do you think? Are you a bit shocked? Have we offended you?"

After getting all of that out without seeming to take a breath, Carol shut up and looked at Johnny again. "I couldn't have explained it better myself, babe." he said, patting her knee. She looked relieved and looked up at me.

My face must have been a picture. In truth my mind was turning somersaults! Just hearing Carol saying all this was a massive turn-on and I could feel myself getting the beginnings of an erection. And to think that I might actually get to fuck her was beyond my most fevered fantasy.

But -- and it was a big but -- I'd never had any kind of audience when having sex before. I suppose I'm quite old-fashioned in that I'm sensitive to mood, and the woman and I being completely relaxed. How on earth would I cope with someone watching, especially Carol's partner? And bloody filming! And I think I felt more intimidated because the observer was going to be a man, somehow. Seems funny to admit that no man has ever seen me with an erection -- and I've never seen a man hard in real life. Just the way it's been...

So, I was worried about the shame of not getting hard because I felt uncomfortable. I wasn't concerned about how I looked in general; I reckon I look better than Johnny despite him being a few years younger than me. I'm 67 but I've stayed fit all my life and I still cycle keenly, walk a lot, work with weights and sometimes still go rock-climbing. And I watch what I eat and drink. I'm tall, just over six feet two inches, tanned and with very short hair. And, dare I say it, many women have complimented me on my penis. It's not much longer than average, but it's very thick, and veiny, which seems to be attractive to most women. I haven't been circumcised but as soon as I get hard my foreskin easily slips back, exposing my helmet which goes a nice shade of purple! And one benefit of old age is that it takes me much longer to ejaculate that it did. If necessary, I could easily last an hour or more of constant fucking...

No, it wasn't my looks I was worried about. It was the old bloke thing: will I get hard?

But fuck it, I'm getting to hopefully shag Carol or even just see her nude at last. And this chance, if I turn it down now, will probably never come again. So, with a more confident grin than I felt, I answered "Wow, what an offer -- how could I refuse? I'm obviously really excited and, yes, you're right, I've fantasised about you, Carol, for years. Dare I admit that I've often wanked, thinking of you?"

At which, Johnny, grinning from ear to ear, looked at Carol and said, "There you are -- what did I tell you?"

"I just thought you were being a dirty bastard!" she retorted.

I continued "And it's quite an honour for you, Carol, to choose me and you, Johnny, to entrust Carol to me. So, yes please -- bring it on! What happens next?"

This was when it became obvious that Johnny would call the shots. He'd obviously done this sort of thing before and wasn't fazed by the new plan to have Carol fucked by someone else.

"Well, it'll be the usual sort of stuff, really. Although Carol does strip nicely for the camera, seeing as you're here, David, I think it'll work better if you undress one another. After that, a bit of foreplay -- oral, stroking each other, wanking and fingering, before fucking. I'd like you to start off in the missionary position with you holding her legs back so I can film all the action, before moving to doggy. Carol's tits look great when they're swinging about under her. And at this stage I must ask you -- are you OK with anal, because it's very popular with the punters and, anyway, Carol loves it!"

"I think the easiest way to answer is that II can't think of anything I've tried and not liked! And yes, I love anal -- either giving or taking..." I answered.

"Brilliant" Johnny continued "I suggest that while Carol's in the doggy position you do her anally then. I'm hoping you'll enjoy it and relax, David. With any luck you'll forget about the camera altogether. Unless there's a good reason I shan't interfere. Oh, and the videos don't normally run much longer than thirty to forty-five minutes. One final thing -- I shall be staying clothed while filming; I want to put a distance between me and the two of you. But I might take advantage afterwards of you being here, David -- I'd love to have a video of Carol and me fucking. But we can cross that bridge later. Any questions, or shall we move into the bedroom?"

"No, it sounds straightforward when you put it like that" I replied. "I'll be honest -- I'm just worrying about being able to rise to the occasion."

"Oh, don't worry about that -- that's my job" said Carol with a cheeky grin. "Judging by the bulge in your jeans, you're at least halfway there!" And she reached over and just brushed my jeans lightly with her fingers. Wow -- my Christmases were coming all on the same day! A couple of hours ago I'd have done anything to feel Carol's touch on my cock... As I was thinking that, I remembered two other things to be grateful for. A few hours earlier, whilst still in bed I'd treated myself to an overdue and very enjoyable wank, shooting about a week's worth of cum -- that should help me last longer. And I'd recently changed to wearing pouch-type briefs that looked much sexier and were also very comfortable. So at least I wouldn't look too bad when I stripped off -- or, better still, when Carol undressed me!

"OK you two, let's get to the bedroom and get started" said Johnny smartly. And with that he got up and we followed him down the hallway and into their bedroom. They had a nice big king-size bed but there was still plenty of room for action when, say, standing up whilst allowing Johnny space to move as he wanted. As Johnny moved around the room, turning on a couple of photographic lights I had to concede that the two of them had got this worked out nicely.

While I'd been looking around, Carol had ditched the crappy housecoat and was now wearing a very see-through, mid-thigh length black negligee. Underneath there was the classic black push-up bra, a very thin, very small lacy black thong, black suspender belt with nearly-black stockings. And those high heels transformed her legs; her calves and thighs were tautened, and her ankles appeared slimmer. With the contrast of the black lingerie against her pale skin, her auburn hair falling on her shoulders and the careful make-up accentuating her pale grey eyes she looked... well, fuckable! I felt quite dowdy next to her in my jeans and t-shirt, but I realised just what a lucky lad I was. And my cock obviously thought so too -- it didn't seem as if I was going to have a problem!

So, when Johnny said, "OK you two, over to you now -- let's have some action!" it was with a shock that I realised that I'd already forgotten about him, transfixed and aroused as I was by Carol.

We met at the foot of the bed and put our arms around each other. Despite her heels she was still quite a bit shorter than me, and it was hot to see her reach her head back so that I could kiss her, tentatively at first but I soon felt her tongue feeling for mine. It took no time at all for us to relax, and our lips were pressing hard together, our tongues performing their dance of desire. My dreams were coming true; kissing Carol so passionately and deeply was something I could never have imagined happening.

And I was hard; God, I was hard! However enjoyable all the sex acts are, nothing gets me going more than losing myself in that first fevered kiss. As I could feel my cock swelling, all my fears evaporated -- this was going to be fucking wonderful!

I held her tighter, pushing my erection against her stomach and feeling her breasts against my chest. Her hands had dropped to my bum, and it was obvious where they were going next!

Releasing her, I quickly undid the little bow on her negligee, easing it open and letting it slide to the floor around her shoes. She was there, exposed for my gaze and, wow, she looked fantastic! No matter how saggy her tits might be, the bra was doing its job well -- her cleavage was so inviting, and I just had to kiss the tops of her breasts and run my tongue between them. A quick glance also answered another question: her thong was so brief that it was clear that she was completely smooth down there. Perfect! And through the thin lace I could just catch a glimpse of her tantalising slit. I couldn't help myself; I had to slip my fingers gently into her thong and she felt so good. Her cunt lips were as smooth as they looked and felt warm in the palm of my hand. I ran my middle finger very lightly into her slit and almost instantly found her clitoris, already free from the deliciously soft protective hood and very hard. I was surprised at how big it was already. And she was wet. Very wet. Not long before I need to lick up her juices and tease her clit with my tongue...

But she had ideas of her own. While I had been lost in admiration and excitement, I had felt her undo the belt of my jeans and unzip them. I could feel her eager hands pressing against my knickers. I thrilled to her touch, but I needed to break off for just a little while. "Hang on a minute" I whispered as I bent down to kick off my shoes -- luckily I wasn't wearing socks! And I slid off my jeans before putting my arms around her again. She wasted no time, and I felt her fingers inside my knickers, already stroking my cock.

"Mmm, who's a big boy? I want to see this -- take off your pants!" she commanded, stepping back slightly. I didn't need to be asked twice -- and I knew what I was going to do. My cock was straining at the leash, so I slipped my knickers down slowly, allowing the waistband to pull my cock down, against its will. And just before the elastic was going to slide down off the end of my cock, I paused and then let my throbbing member spring back up impressively. An old trick but it always works well and adds a bit of drama! And I'd have to say that my cock looked as good as it had for years. It was absolutely fully engorged at the thought of what was to come...

Gratifyingly, Carol let out a little gasp before curling her fingers around it and starting to tug at it quite surprisingly hard whilst kneading my balls with the other hand. And she knew what she was doing; it felt fantastic! But I thought I'd act up for the camera.

"That needs sucking -- get on your knees!" And with another gasp she did just that, quickly kneeling and getting her lips around just the shiny tip to start before sliding them slowly down the shaft. Her lipsticked lips looked wonderful as they took in more of my throbbing penis. Was she going to get it all in at her first try? But she had other ideas... She took her mouth away and started licking and kissing my balls, stroking my cock with her other hand, more gently now.

"Oh God, I just love the feel of your smooth cock and balls. Such a lovely change from a hairy man" she said, stealing the very briefest of glances at Johnny, I could guess what that meant...

But I wanted her full attention so I commanded "I'm glad you like it, and you can enjoy it all you want later. But right now, I want to see if you can get my whole cock in your mouth. I want to see it disappear between your lips." Good girl: she was straight onto it. Once more she opened her mouth wide to take a cock that seemed even thicker than the first time and slid those sexy lips down my member. Every now and again she'd withdraw a bit and then start again, not trying to wank me but, I think, just taking a breath. And so, at last, she only had about an inch to go. To be honest, I don't know how she was doing it, where was she putting it? But I was conscious of time and, once again, I felt like being someone I normally wasn't for the camera. Usually, I only ever want sex to be consensual, but I wanted to be a bit bad.

"That looks and feels really fantastic, Carol, but you have a little more to go. Do you want any help?" And with that, I put my hands behind her head and gently pushed her towards me, something I'd never done before. She resisted gently, with a muffled "Mmmph", but the last of my cock disappeared into her mouth before she pulled away, gagging slightly.

"There, that wasn't too bad, was it?" I asked. "Try it one more time, without me pushing." Wordlessly she did as she was told, her mouth making steady progress as before, until slowing again with the last inch. I could see her taking a breath and then she pushed the last of my swollen penis into her, pulling me towards her with her hands around my thighs. I could sense that she was just about to gag again, so gave her one last instruction: "That's fantastic; hold it there and look up at me."

And she did. Her mouth was almost distended with the thick base of my cock forcing her lips wide while her eyes looked up at me like a puppy's -- loving and compliant. And as she did, I sensed, rather than saw, that Johnny had moved the camera right up by my shoulder and was capturing his partner with her mouth crammed full of another man's cock.

And it occurred to me that Carol might be a woman who does what she's told sexually, perhaps even likes to be commanded. I locked that thought away...

But time was pressing, so I said "You've been a very good, and sexy, girl. It's your turn now!" She slowly pulled her lips back up my cock and as a parting shot, ran her tongue underneath it, the full length, smiling as she finished. "Ooh, I really loved that. You have a delicious cock. You and I are going to have so much fun..."