My girlfriend Alex was HOT--hot looking, that is. Athletic, graceful, a great swimmer whom I had met at the college pool. But getting her to have fun, spontaneous or passionate sex was an impossibility. I was 21, she was 18. She had only had one other lover before me, and seemed to have ZERO imagination about sex, no real desire. She was asexual, frigid. But what a beauty. Fantastic face and body, long thick dark hair down to her unbelievably sexy ass. Her one concession was to go down on me, every morning, without fail, for about ten minutes. She did it dutifully, methodically, as if it was entirely a favor to me. No indication of any excitement on her part. No sounds from her. She did it so slowly and with such disinterest I could never cum. She didn't seem to want it at all. But there was one consolation: she had an incredibly easy time deep-throating. I was not small, at 7.5 inches (I know many exaggerate on these internet sites but I swear that is a totally accurate measurement, and while it may not sound impressive compared to the many liars who claim 13 inches, it is substantially above the average of 5.5-6 inches). And I had always wanted to see what it was like to be deep-throated, so in some degree, it was my wish come true. I didn't dare ask her to "do it faster" or longer or whatever. I felt like it was such a "favor" for her to do ANYTHING with me, I accepted it and was grateful for it. I genuinely moaned with pleasure and amazement over her unique deep throating talent during each session, but like I said, I never was able to cum because it was too dispassionate and too short of a time period. One thing she would NEVER do was allow me to touch her pussy, nor did she ever seem to touch it herself. I asked her, dont you like to masturbate? No, she had never tried it. Well, one day one summer, everything changed. There was a nude beach near our house. A very beautiful, natural, secluded area right in the city near our place, a college housing apartment. It was down a very steep embankment along a major river--almost a cliff, really--some 150 feet below a park. You had to climb down the precarious embankment, hanging onto roots and vines and fumbling with your feet to find rocks that wouldn't slide and send you for a serious fall. I had heard little about it except that most of the sunbathers were supposedly gay men. I avoided it for that reason, being a young homophobe. One day while walking in the park near the beach, Alex, who I felt certain did not know the reputation of the beach, said, "Let's go down there." I thought maybe that would be the perfect thing to shake loose her uptight sexuality, seeing people who felt comfortable about nudity. Not wanting her to die of a heart attack, however, I asked, "You do know this place is supposed to be a nude beach?" "Oh, yeah," she kind of scoffed, laughingly, as if any such thought was totally preposterous, unimaginable to someone as prudish as her. "I heard something about that but I don't believe it." As we walked into the remote area, I began to feel a bit nervous. But within a few minutes, we were approached by a friendly, kind of gawky, skinny, tall young man maybe four years older than us in a pair of skimpy speedos hidden by a huge baggy tee shirt, and a huge grin. He said, "Hi!" and we struck up a conversation, which began to ease my nervousness about the supposed gayness of the place. He didn't seem gay at all, at least he didn't come onto me like a lot of gay men did. He was just a very nice, immediately likable, regular guy. He invited us to his blanket and we all sat down, talked a few more minutes, and he opened a duffle bag and offered us a couple of warmish beers. We felt instantly comfortable with him and his winning smile, so decided, why not. We introduced ourselves and I told him we were living together, boyfriend and girlfriend. I didn't perceive him as any "threat" because he was so skinny and didn't exactly have the most handsome face, but I was very protective and territorial about Alex because she was such a hot looking woman and constantly being hit on by men. And as meager as our sex life was, I didn't want to lose that morning deepthroat session, and held out eternal hope that I would be able to coax her to eventually do more. In fact, we had talked about marriage and were "engaged to be engaged." As we began sipping, he suddenly stood up and took off his tee shirt and sandals. I thought I would seize the opportunity to show off my muscular build and assert my superiority over him by taking off my clothes, too. He stopped undressing once he was down to his speedos and squatted down to pick up his beer and take a sip. Looking out of the corners of his eyes at my crotch, I worried that maybe he was gay after all, but it seemed more like he was just being polite, letting me catch up with him. There was an element of "checking me out," too, but it didn't seem salacious. I sensed it was more like there was some other reason he wanted me to reach a state of nudity at about the same time that he did--like maybe, I thought at the time, he just wanted to be sure I was okay with stripping down all the way so he would not feel wierd about being the only one naked. I had my shirt and pants off and was in my BVD's, and reaching for the waistline about to pull them down. As he saw this, he stood back up and began to very casually strip off his bathing suit. Both of us reached full nudity at the same moment. I hadn't really been paying attention to his crotch, but when he had stood back up I first noticed and was shocked at the size of the bulge stuffed into his speedos! The jiggling mass of flesh was just beginning to visually register with me when he pulled them down and I experienced first denial, then disbelief, at how much cock I was seeing unfold and then emerge. As they peeled off, what looked like a (very large! spongey half-boner sort of sprang out and flopped and waggled from side to side but continued pointing downward, and his balls looked enormous as he unleashed his junk from the confines of the rather tight swimwear. I realized that he had no "half-boner" after all. It was just that he was enormous soft--a good 7 inches long, very close to my fully erect length when I pushed the ruler into my abdomen and strained to get my whole hard-on to stick as far out as possible (and here he was, casually hanging there effortlessly matching my best length)--and much, much thicker than me, fully twice as big around soft as mine was hard! Now I am a "grower," not a "shower." My dick is pathetically small when it is flaccid. It is so shriveled up I can't believe it. And in a situation like this, it gets even tinier, as if it is embarrassed! My first instinct was fear that Alex would now compare me to him and think I was a runt. I was very muscular and athletic, unlike this guy, and here he was with a dick that was bigger soft than mine was hard. She had only been with one other man before me and told me that the only other penis she had seen was at an erotic film festival we went to on our first date (which had misled me to expect her to be some sort of sex maniac! in which the only actors were not at all especially well endowed. I feared she would compare me to this friendly stud and think I was inadequate. I was always a bit worried about size, probably because my best friend as a teen had been extra well hung and I had seen a lot of porn in which of course the actors tend to be pretty huge. Well, my fears, it turned out, were nothing compared to what proceeded to happen. I looked at her and her eyes were bulging more than our new friend's speedos had been. His name was, are you ready? Dick. Now it dawned on me why he had paused undressing and made sure I was going to finish stripping before he did so, too. He thought I might not take off my underwear once I saw how huge he was. He knew I was competing with him and wanted to trounce my anatomical "pair of fours" in one fell swoop with his genital "Royal Flush"--his mammoth prick. He wanted to be damn sure Alex got an eyeful of both our packages, side by side, to see the comparison. He wanted to show me up! Dick sat back now grinning more broadly than ever, almost looking like he was about to break out with laughter at at both my micro-flaccid-on and Alex's reaction and the way her eyes were unabashedly glommed onto his private--or should I say now public--parts. On the other hand, I thought he sensed my initial territoriality about her, and as he glanced over to me I'm sure I could not disguise the utter fear on my face, the sense of defeat and being beaten by the fact that his cock was so superior to mine, and that my girlfriend was obviously mesmerized by it. He leaned back on his arms, spread his legs apart and sighed, "What a beautiful secluded spot this is! I love to sunbathe here. No tan lines." His heavy third limb sort of slunked over his sack from one side to the other and looked like it was growing even fuller, though still mostly flaccid and pointing mostly downward. As his massive soft-on flopped to the side, his mammoth balls showed. Alex's eyes followed and her tongue crept to the corner of her mouth, then licked involuntarily several times, back and forth across her lips. Suddenly Alex, the prude, whom I was neverand I do mean NEVER--able to get to undress even partially for a little "afternoon delight," whose ONLY protocol was to do it in the morning, when we woke up, and remain uptight as a Prussian general the rest of the day, stands up, kicks off her boots, drops her jeans, and steps out of the black full-body leotard she always wore (which were like a chastity belt at the derriere, and she wore them in order to thwart any attempt by me to reach down into her pants and attempt to entice her by getting at her genitals with my hand). She stood there, stark naked, still staring, fixated on his member, and now licking her lips in a very obvious way, at Dick's dick. Yes, she replied to his comment. I can certainly see why you do need to sunbathe nude-- because you have more skin surface under your speedos than outside of them!" He laughed heartily in response and I gulped and felt my heart sink into my stomach. Her genitals looked surprisingly different than I had ever seen them--which was not very many times, the way she was always avoiding letting me have any contact with them: visibly puffy and reddened, the swollen lips of her cunt were visibly glistening with moisture. Alex took a giant step toward him from the edge of the blanket right into the space between his spread-out feet, stopping and planting her feet spread apart so wide that they made contact with the insides of his calves, invading his "personal space" zone to the point where her somewhat open pussy, right at his head level, stared directly into his face and blatantly tempted "Just try not to want me." Looking like she had moved in to get a better view, and continuing her fixed gaze on his mammoth balls and schlong, she added, with a wicked smile and in a flirtatious tone of voice that shifted from humorous to hot: "It would be a crime to keep a cock that big and beautiful all packed up--" His dick was now curved into a semi-hard giant penis as big as any porn star I had ever seen. Alex added quickly, as if talking directly to it: "you deserve a LOT of attention! At this point, Dicks dick did a world's record sudden erection into a full, raging, standing-at-full attention hard-on that reached up way past his navel, and was as big around as the beer cans we were drinking out of. I never would have thought a cock like that could go from zero to sixty in a matter of seconds, but his sure did, filling up and expanding like a water balloon being filled with a firehose. It stood out away from his body, which was even more remarkable to behold--it just simply looked way too weighty and massive to stand up that rigidly, like it was defying a hell of a lot of gravity. It was not just a big but a beautiful cock, and it began pulsing visibly, and twitched involuntarily several times, as the smile on his face melted into a dazed look, his mouth open. I swear this is true: he literally DROOLED for a second, caught himself and closed his mouth and swallowed. Dick wasn't the only one whose mouth was open: as Alex stood there, fixated on his gigantic, protruding, straining member, her mouth went into almost spastic, subconsciously driven motions, her tongue slathering and licking her lips in pure reflexive response to the sight of Dick's hot, beckoning phallic mega-flesh. Her tongue looked thick and wet, probing her own mouth in a more sexy, suggestive and provocative way than I ever imagined any woman could do. What happened next paralyzed me, sent me speechless, into a confused mixture of jealous rage and sexual bliss: Alex slumped to her knees, bent over and plunged her salivating mouth down onto this perfect strangers outstretched, towering cock with moans and groans of lust I had never thought she was capable of uttering. Compared to the silence I elicited when she softly sucked me, she sounded like she was already half-orgasming on the first deep, hungrily sucking swallow of Dick's enormous, erect shaft. I had been with her for months, but the tones of voice that were emitting from her throat were like someone I had never heard before. She was totally at the mercy of that giant dick. A muffled squeal of delight and amazement emitted with each downward thrust until his gigantic pole reached the point where it pried its way into her hungry throat and the only sound was that of her sucking lips smacking and begging for every millimeter of dick she could possibly take in. On the way back up, she moaned with impassioned appreciation and gratitude. Alex's head bobbed up and down slavishly, like she was unable NOT to keep sucking now that she had discovered the pure joy of a huge penis in her mouth and throat. She seemed to be possessed by its power and desirability. It was obvious from the way her whole being was focused on that big dick that she had been transformed in an instant: her idea of sex as something she could think of in any "take it or leave it" way was a thing of the past. Her next action was even more amazing: it was like some unknown sex-crazed slut hiding deep within her was suddenly freed from its dungeon by the sight of this oversized cock. From sort of a squatting position but bending forward and basically holding up her upper body by using the now-supersized monster in her mouth as a kind of tripod prong, both hands moved to her pussy and she began rubbing her clit frantically while her whole upper body moved up and down at a pace I had never been the beneficiary of when she was with me. I mean, she was an acrobat in the way she was able to kneel but bend forward over him and balance, and use her strong abs and back muscles, moaning and slurping passionately--yes, PASSIONATELY, to my disbelief--as she chugged Dick's 10+incher deep, her head bobbing up and down, so WANTING it, unlike she had ever been with me, and a quantity of gooey saliva I had never been able to cause her to produce came pouring out over his rod, all over his balls and legs and the blanket under him, and he writhed and grimaced in ecstasy and he fought to control his urge to be milked dry by her gulping, demanding throat. Up and down, up and down, she sucked and moaned, nonstop, while fingering herself furiously. Her mouth literally gushed and bathed his cock in hot saliva, and her pussy was squirting. Between the spit-bath running out of her turned-on mouth and the cunt juices running down her legs, the slurping, squishing and smacking noises were positively obscene. It seemed like she was having throat orgasms, her eyes rolling back into her head and her face and chest flushed bright red, her eyebrows moving in that expression that wrote plainly on her face just how totally amazed she was by the size of the cock with each stoke into and halfway out of her mouth and throat. As she shoved her head down onto it, her lips folded inside, pulled by the tight fit of the wide, thick rod she so greedily fucked her mouth on. She was sucking with true abandon. After a few dozen pumps, she would have to pull her head off of it to breathe in loud excited gasps, sounding like a sprinter who had just run the 50 yard dash, then plunge back down onto it and groan like it was all new again. Her ability to take almost the whole length and girth of that massive, long organ was like some kind of optical illusion. Only about the bottom two inches were left over each time she plunged down. It was the thickness of his cock that made it seem impossible that she was able to go even that deep. The way her jaw opened up reminded me of a snake eating a rodent that looked too big for it to ingest. I would have thought it would hurt her, but it was so obvious she was getting off like never before, any worry I had of injury disappeared by the third or fourth bob of her head. There was a glazed look in her eye that she took on as the first minute or two passed, a look that I could only describe as triumph. She seemed like someone who was genuinely starved, and getting her first "meal" in years. Dick was reeling. From the look of sheer ecstacy on his face, he had never had anyone who could do him this way, and he knew he was the Cock King, with this guy's girlfriend ignoring her boyfriend and succumbing to this all-powerful dick just moments after it was revealed-- and pumping her throat down onto it right there in front of her boyfriend, caring about nothing but Dick's awesome, commanding, demanding, deserving cock. After about five minutes of this, she did something that just about made me cum, and I'm sure from how he was fighting for control Dick felt the same way. For the first moment since she had begun pumping his giant cock so rhythmically and so persistently that I thought she was going to suffer a whiplash, she finally pulled her mouth off of him, reared back her head, inhaled a deep, loud breath with a sighing noise, her eyebrows raising and her mouth forming into a delighted, evil smile as her eyes gazed and fixated on the impressive cock as it flapped back onto Dick's belly, then her hands moved from her dripping, soaked pussy to the base of his raging dick, pulled it forward, she licked her lips again, looking mesmerized by it and glancing up at Dick's face only for a second, then back at the cock which she was now stroking with one hand and holding at the base with her other hand, and PLUNGED, I mean PLUNGED down onto it--all the way, totally, to the hilt. This time, with his entire penis literally all the way down her throat, she held it there, not bouncing her head back upward, and, still holding it deep inside her she rolled over onto her side, pulling Dick with her about as much with her clamped-on mouth and throat hanging on for dear life as with her hands. She held it...and held it...for what seemed like almost two minutes. All three of us were dead silent during the first part of this time, and almost as motionless as we were silent. "Oh, GOD," Dick exclaimed. "THANK YOU! THANK YOU!!!" Her eyes had been closed tight for the last couple of minutes, but she opened them as she continued holding her lips firmly around the base of that enormous dick, her chin digging against his balls and pressing her nose into his abdomen, and looked up at him and winked. Suddenly, almost involuntarily, she pulled back about halfway up his cock and opened her mouth wide, barely enough room between his huge shaft and her gaping open mouth, saliva pouring down from her lower lip, to inhale and begin panting for oxygen, first through her mouth and then through her nose, now holding perfectly still with the top four or five inches of his cock in her mouth. As she recovered, her mouth closed around him again and began visibly feeling up the thickness of his shaft and the moaning (from both of them) started up again. The difference became obvious between how she sucked Dick and how she had sucked me--she was more FEELING his cock with her lips, mouth, tongue and throat--she was RECEIVING pleasure and totally digging his body while he benefitted from it... where with me she was TOUCHING my cock with her oral apparatus, GIVING pleasure, half-heartedly, and not feeling much in return. Now both of her hands were on the base of his dick, grasping and feeling it up, and as one of her hands moved down around his heavy balls and began massaging them, the other moved up and down the thick meat, too big for her fingers and thumb to reach around to where they touched. At this point, something happened I never would have thought possible: with both hands wrapped around Dick's demanding cock, while no longer touching herself or being touched, Alex CAME. Between the screams emitting from her throat and the sucking, smacking sounds as she gobbled, licked, kissed and worshipped Dick's cock, her hands moved back down to her pussy and she thrust several fingers from both hands into her now gaping, drenched hole. That did it for me. I had been rock hard watching this but mostly hiding my cock from view, feeling completely outdone. Now I just decided, the hell with it, it's actually kind of exciting to compare and for her to prefer the big cock so much, so I started jacking, and came faster than I ever had before. I was so turned on I stayed hard, and kept jacking, cumming a second time soon after. Dick, who could no longer stand it, screamed out and poured enough gizm into her face to replenish all the fluids she was losing, and again Alex the prude amazed me by swallowing at least half of his cum, but with what looked like quarts gushing out of the sides of her mouth, which refused to let go of his prize dick. When she finally let go, out came the gasping, raspy-throated words Thank you...thank you over and over, back to Dick. Long gooey gobs of cum and thick saliva strung between her grateful gasps and the tip of Dick's wide, long, enormous cockhead. She was shaking, her voice was shaking. She was in cocksucker heaven. "God, oh god, you are STILL so big," she marveled, continuing to lick and suck him clean for at least five full minutes after his spent dick finally went about half soft. Without asking me, Alex invited Dick to return home with us and for the next three weeks we had a bizarre relationship in which she virtually ignored my cock and made it clear she had no more interest in me, and couldn't get enough of his and had no compunction whatever about worshipping him right in front of me, almost as if I wasn't there, but I think both of them really got off on the fact that I was, and all the implications that went along with the situation. There was only one bedroom, so we slept together, them in her bed and me in mine right next to hers, but now every morning instead of servicing me reluctantly, I woke up to the sounds of her sucking Dick passionately and gratefully next to me, and I jacked off while I watched the "live porn show." No longer did she limit her sexual activities to once a day, ten minutes in the morning. The morning session alone now lasted about 45 minutes to an hour, as she mastered the art of teasing Dick's cock to keep him from cumming too soon, so she could luxuriate in his awesome genital splendor, sucking, backing off, admiring, squeezing, licking, kissing, almost making him shoot, whapping it against his belly playfully... it went on and on, with Alex hypnotized by the monstrous phallus. We were on summer break and Dick had just been laid off from his job so had noplace to go, so the three of us then took our morning exercise, with Alex showing off her catch by taking Dick by the hand at the pool, which always breathed just enough stimulus into his flaccid junk to where Dick's enormous bulge was the object of every woman's eye there, some of them stopping in mid-lane to stand and stare unabashedly--a fact which Alex bragged about frequently while she was back at our place, sucking, backing off periodically to catch her breath and admire the beauty and awe of Dick's monster cock between her marathon face-fucks on his pampered penis. Back home, by mid-afternoon Dick's dick was able to entice her into what I had always wished for but never could get--spontaneous, lust filled sexual attention from Alex, who, as soon as she sensed he had recovered from the morning and had a full load restored to his balls, would proceed to empty them again with her throat. Alex was on Dick's cock morning, afternoon and night... and though we both lost her to an even bigger hung stud a few weeks later, who she moved in with, those were the hottest three weeks of my life.