My cock slid in and out of B's soaking pussy. He walked from the side of B to behind her and felt her ass, as i was on the end of the bed with my legs hanging off and her riding me. He was now behind B and I opened my legs so he could get closer to her. I pulled my cock out and told him to go ahead, his cock head pushed slowly against her moist lips and then the rest followed. I felt B's tits as he fucked her while she still sat over me. After a few minutes he pulled his cock out and i quickly slipped my throbbing cock inside her now wetter pussy. As I slid in and out of her, he watched with one hand stroking his cock and the other stroking her ass. I then felt something drop onto the base of my cock and hit my balls, looking up I could see him now stroking her ass with both hands. As I fucked B harder I could feel his cock hitting me but didn't care. B lent back her waist now stretched back and her tits up high and I could feel her playing with his big cock. I then nearly burst as I felt her drop his cock and start rubbing my balls. As she did this I felt something touch just below my balls not her hand but something thicker pressed there. I knew it was his cock and by the smile on B's face she knew too. I felt his cock move down and touch my ass, it felt soft but hard on the head and felt like it was twitching. I felt it push and then go against my ass harder, his cock was soaking from previously being in B's pussy. Now as B rode me pleasuring my cock, this other cock gently started pushing itself in. I felt the warm head push itself in then followed by some of the shaft, my cock now throbbing inside B's pussy wanting to burst as another cock throbbed in me. I could feel it throbbing, growing and tensing. As the length slid in and out of me I felt it throb for the final time, he pulled his cock out and it twitched in his hand before shooting a huge load that splashed over B's ass and up her back. After seeing this my cock ached as B sped up, as she bounced her ass harder my balls tightened and I exploded deep inside her filling her with my cum as I held onto her tits and waist tightly.