She was in the bedroom watching TV and I just walked in and without a word locked the door stripped, freeing my erect cock which bounced in anticipation. I climbed in bed next to her and she smiled,"hello?" She said quisically. "I want you so fucking bad" I whispered. She sighed "I didn't really feel like it tonight but let's take care of your friend.". She leaned down and pushing me on my back gently took the head of my cock between her thumb and forefinger, slipped the head between her lips and tickled the tip with her tounge. I moaned in pleasure as she adjusted her position so both hands could caress my package as she took more of me into her mouth. She fondled the underside of sac as she held the base of my cock. It felt so good. I was a little dissapointed because I really wanted to fuck. But she gives such good head that I felt awesome right now. I started to think about a pic i had seen online of some anal play that had really turned me on. we had talked about exploring new things. I slid my hand under my ass and slid my middle finger into my asshole sending a wave of pleasure through mybody. My hips rose up as my cheeks tightened thrusting the whole length of my cock into her mouth and forcing her hand away from the base of my dick She moaned and reached her own hand around my waist and pushed my hand away moving in to take over. Once she replaced my finger with hers my hands went to her head and I tilted my hips towrds her giving her better access to my butt. She started to bob her head. My dick pumping in and out of her mouth in rythym with her finger in and out of my ass. I could hardly believe but it felt like my dick got even harder. As she thrust her finger in up to her second knuckle I felt the cum rising in my balls. I passed my hand down her neck over her shoulders and back until I got to her ass and I massaged her firm cheeks. She moaned and shifted her butt closer as I continued to massage her cheek she stopped her movements. I groaned grinding my hips to fuck her face but realized what she wanted. The moment I pressed my finger to her anus she mumbled "yes" around my cock and renewed her efforts to suck the cum out of me. When I pressed my finger into her her mouth pressed my shaft. We both thrust our fingers in unison but I couldn't keep the rythym as I lost myself in the pleasure of her oral skills. I pressed my finger in as she grinded her pelvis on my hand. I felt my orgasm approaching and she too felt it and slowed her movements. She shifted now lifting a leg over my head and straddling my face geinding her ass into my face. Her finger now planted deeply in my hole she wasn't moving it because she was supporting herself on that elbow as she reached down with her other hand and rubbed her clit as I toungued her asshole. Suddenly her whole body shivered, and went rigid as she smothered me and her juices ran over my face. This was too much for me and my cock exploded. The first spasm sending cum down her throat she gagged and took her mouth away but she lifted my ass with her finger still deep inside and my orgasm intesified sending a second and then third shower of cum into the air hitting her neck and then hair as she turned her head and collapsed on top of me. She pulled her finger out and rolled off of me and looked at the ceiling. she sighed " I changed my mind. I need your cock inside me and I mean now. I obliged and she came two more times before I came again and went soft. I thought we were done but she sucked me till I was hard enough for her to climb on top of me for two more. Finally, I came weakly for a third time and we drifted off to sleep in each others arms.