on his mind until he heard the words coming out of his mouth.

"I’d love to shove my cock up your ass."

A big grin spread across Stan’s face.

"I thought you’d never ask," he said.

He crawled on top of Fred and turned around with his ass hovering over the head of his cock. Fred’s throat tightened. Was he really ready for this? Stan’s ass was not nearly as attractive as Kate’s, or any other girls ass he had ever fucked.

But he didn’t have time to back out. Kate held his long cock up and Stan dropped his ass on it. Half of it sunk in and Fred’s eyes rolled back in his head.

"Oh fuck," Stan said with a grunt.

Fred’s hands were flat on the bed on either side of him. The rest of his body was stiff and his teeth were clenched tight. He was afraid to put his hands on Stan’s ass. It didn’t feel right to grab another man that way, even if his cock was buried in his ass.

Stan looked over his shoulder. He had a grimace on his face like he was in pain, and beads of sweat on his forehead.

"Goddamn that’s a big cock," he said.

"No kidding. That’s all you’ve been talking about."

Stan was on his knees, bent forward with his hands on Fred’s thighs. He was trembling all over.

"It feels so good," he said.

He started rocking back and forth, moving himself slowly up and down on his cock. It went deeper a tiny bit at a time until it bumped into a wall deep inside and Stan grunted.

Kate was staring at them. Her finger rubbed her pussy and she was chewing her lower lip like she was trying to keep her moans down to the high pitched whimpers that came out.

Stan’s ass was much tighter than Fred expected. He didn’t want to guess how many cocks he’d taken up his ass, but he would have believed his hole had been so stretched that neither of them would feel anything.

Fred could not move. If Stan was a girl, he would have had both hands on her ass and pulled her down as hard as he could. Girls loved when he was rough. Wasn’t that what Kate said?

But he was reluctant to touch Stan. Intimacy with another guy might have been ok for Stan, but he wasn’t ready to show that much interest. It didn’t hurt, though, that he was sliding up and down on his fat cock and groaning louder and louder.

"Oh God," Fred said with a deep groan.

He couldn’t hold it back any longer and let his cum spew out.

"Oh baby yeah. I can feel it," Stan said.

Kate moaned, too. Her eyes were squeezed shut and her lower lip trembled. She had three fingers buried to the knuckles in her wet pussy and her hips twitched.

Stan stopped pounding himself on Fred’s cock and was still, just moaning and panting with his head down. His back was covered with sweat. Fred’s cum oozed out of the tight ring of his ass and dripped down the shaft of his cock.

It was still rigid and hard, even after he had cum twice. Stan rocked back and forth on it a