I am unable medically to get erect so S and me have not had sex for 5yrs. She is 68 and I 64. We have the occasional play but rarely. I have asked her to find another man, just for sex with my blessing, but she said she could never have another man inside her.

So I have been teasing her for quite a while about having another woman/girl for a play date and I could watch.

. She actually agreed but said I had to find someone she would like and be comfortable with. After lots of head scratching I went to the shop that Kel works in. We both know her really well from our local but ain't saw her for years, anyway she came outside on a smoke break and I explained my needs.

She went quiet then asked, "Just me and your S and you watch?", "No sex with you mate I couldn't do that to Bry, her other half. "No I'm peep only", She laughed, we swapped numbers to sort out a time. The stars aligned three weeks later. . Kelly was 39 but looked exactly how she did at 20, thin small boob's, little great shaped arse and great legs, she always had great legs. S was the opposite, 36GG boob's that had now sadly sagged down over her chubby tummy, her arse was still in good shape, lovely and soft.

. Kel got to ours after her school run, we all sat and had a great catch up, crying laughing at some things from years back. I wondered who would start us off, it was S who suggested going upstairs. I perched myself on the set of drawers and the girls stood face to face at the foot of the bed.

Kel leaned forward to kiss S, she responded and they really got into that first kiss. S unbuttoned Kels shirt showing her small bra, Kel took S's top off and stood back, "Kin ell S I knew they were big but wow!", They laughed as Kels jeans came off, little black g string great ass and those legs. S had joggers on but no panties, her mound was chubby now emphasising her indie even more.

Kel undid S's bra and watched them unveil infront of her, "Fuck S they are, your nipples are bigger than my tits", S took Kels bra off, small firm mounds with little bullet hard nipples, followed by her panties, she had a nice shaved runway and cutie pussy lips. They held each other and kissed again, working their way onto the bed. Kel sat astride her pussy to pussy and started rolling and holding S's tit's, "Oh these are just incredible they must hurt they are so heavy.

S was rubbing Kels boob's, mainly pulling and twisting her nipples, K lifted S's boob to her mouth and stretched her mouth over her nipple, her tongue must have been doing double time on them by the look on S's face. . Kel slid down the bed rubbing her hands over S's tummy, S opened her legs then held her knees high and apart. Kels tongue flicked like a snakes to start before she got down to serious business, S was moving her hips side to side and lifting up off the bed, as Kels face lifted I saw she had 3 fingers inside S, who shaped Kels hand so that her whole hand went inside her. Kel moved her arm like a piston as she put her mouth back to S's pussy.

I watched S's face move and her lips curl then heard her usual orgasm sounds, I could hear Kel lapping and slurping, as her face lifted she looked quite wet. . Not wasting a second Kel moved up over S and lowered her fanny to S's mouth, S got well into it quickly making Kel jump and wriggle and she rubbed her wet puss all over S's face. She whispered to S who nodded to whatever it was, maybe it was when Kel leaned backwards making my view a hell of a lot better.

K started moaning and grabbing her hair grinding around on S's tongue then she literally squealed out and sprayed squirt after squirt all over S's face. They rolled to face each other, legs and arms wrapped around, kissing sucking each other's tongues. It was possibly the best thing I ever saw in my life, how easy women make oral on each another look, and the look on Kel's face when she saw S's tit's!!....