Ben sits on top of Gary's cock.

On the pad of towels next to Joyce Bernstein's pool, the little group continued. Joyce's daughter Bernie Bernstein and her boyfriend Gary prepared Bernie's cousin Ben to take the first turn receiving Gary's cock, since Gary had won the impromptu challenge by beating Ben in a swimming race. Gary's sister Lil sat to one side, curled up on a patio chair, watching intently, her eyes flicking back and forth between Gary and Ben's erections. She'd cheered Gary on to win the race, and now she was going to watch him penetrate another man. But now she was fascinated to see Ben's cock head between her brother's lips, then popping up as Gary traded with Bernie, then captured by Bernie's full lips, then popping up again as Bernie traded back.

With Gary and Bernie working on Ben's ass with lubricated, gloved hands, Ben slowly loosened up. First Bernie's pinkie penetrated him, then Gary's, then Bernie's forefinger. Each time Bernie added more lube. When Ben comfortably accepted two of Gary's fingers and one of Bernie's, it was time.

"I guess I'm ready," Ben said.

"You want to lie on your back or get up on your knees?" Gary asked. Gary's favorite position with his friend Peter Walker was with Peter on his knees so Gary could penetrate Peter from behind.

Bernie opened a second condom and rolled it down Gary's precum-oozing cock. Compared to Ben's, it was a bit more of a stretch to get on, especially getting it over the head.

Ben cleared his throat. "How about you lie down and I get on top."

"Does that count as me fucking you?" Gary said, raising his eyebrows. "But okay, let's do it," Gary said. He lay down on the towels and rolled onto his back. He peeled off the slippery glove and dropped it next to the towels, then grabbed the base of his shaft and pointed it up.

Bernie breathed quickly and deeply with excitement, thrilled that her two lovers would now be connected with each other. "Let me help," she said breathlessly.

Gary laughed and smiled at Bernie. "Sure. Be gentle now, it's gonna be my turn next," he said.

"Sure," Ben said. He looked at Bernie and nodded. His cousin's face was beaming with a smile as she anticipated what was to come next.

Even with all the preparation, it was tricky keeping Gary's cock lined up with Ben's ass and at the same time getting Ben to relax enough to let Gary in. But Bernie's smiles, caresses, and encouraging words kept her lover boys' erections hard.

Gary looked at Ben's erection as Ben tried to settle himself facing toward Gary. Ben's golden-bronze tool sprang up from his dark, curly nest of hair and had a tight, crinkled pair of brown-skinned balls underneath. It seemed kind of average size, unlike Pete's long slim dick. Definitely circumcised, like Pete's. A pearly drop nestled in the tip of the sheer condom Bernie had put on Ben's penis. He felt Bernie steadying his cock up against Ben's ring.

Ben looked at Gary's face, seeing Gary looking intently down across his body to where they would connect. He felt Bernie moving Gary's cock against his ass, looking for the way in. He heard Bernie's deep, quick breathing and saw a rosy flush of excitement in her golden-skinned face. He brushed a strand of dark curly hair from Bernie's cheek and smiled at her when she looked up at him. They'd talked about trying this together. Now instead of sitting on Bernie's dildo he would be...

"Push a little," Bernie said, steadying Ben with a hand on his belly as she held Gary's penis on target.

Ben pushed out. Gary pushed up.

"Ah!" Ben sighed as Gary's head popped in. It stretched. It felt hot. It hurt a little. "Wow."

"Yeah," Bernie sighed. She kept a hand on Gary's penis until she was sure Gary was really in. "There." She took her hands away and peeled off her gloves.

"God that feels good," Gary said as Ben's ring slid down his shaft. He bit his lip, holding back his urge to thrust up, hard, deep. He knew better.

Ben settled a little deeper, then a little more. "Whew. Okay, I'm stopping there," he said.

Lil watched wide-eyed as Ben sat on her brother's cock. She tucked a thick fold of towel between her legs so she could press them together while she watched them.

"Wow, guys," Bernie said. She touched her fingertips to Gary's balls, heavy but a little slack, and with the other hand, touched Ben's tightly clenched sack. "Mmmm." She grinned, amazed just to see her boyfriend and her loving cousin together. "New race?" Bernie teased.

"Huh?" Gary asked.

"Who's gonna come first?" Bernie said.

Gary and Ben laughed, relaxing a little.

Taking Bernie's suggestion to heart, Ben started stroking his penis as he balanced on top of Gary, feeling Gary's erection filling his ass. Ben sighed as his cock tingled with pleasure.

Gary looked up at Ben's cock again. It had wilted a bit after Gary had penetrated Ben, but was quickly firming up. He tried pushing up a little to stimulate his own cock, but Ben said, "Ow!" so Gary eased off.

"Kiss me, Bernie," Gary said. "I want to hold you."

Bernie wriggled out of her bathing suit and settled down beside Gary on the towels. She snatched another glance of Ben with his eyes closed, stroking his cock as he rode Gary's erection. She put her arms around Gary's shoulders and kissed him.

Gary hummed with pleasure, feeling Bernie's full lips against his. Her heavy naked breasts pressed against his chest. He reached down, his fingertips questing over her soft belly and through the curls on her mound until he touched her plump outer labia, then opened them to reach inside.

"Oh Gary," Bernie sighed. "Oh yes."

"Uhhhh," Ben sighed as he masturbated. "Ohhhh..." His legs quivered.

"God this feels so good," Gary said. The feel of Bernie holding him tight with her breasts on his skin, her lips to his, Gary's fingers in her wet, eager pussy. The feel of Ben's ass on his cock, tight around Gary's shaft and hot around his cock head. And Ben was starting to move a little now. That felt real good. "Oh yeah."

Lil's breaths came deep and fast as she watched the other three. What had started as Gary claiming his race prize, his cock up Ben's ass -- was now a three-sided sex figure. "Oh yes, oh yes," she murmured.