2 comments/ 51703 views/ 9 favorites And Lynn Makes Three By: cj8000 She is probably my closest friend. I have known Lynn for almost two decades now. We had the same circle of friends in college and would often call each other as fallback dates, strictly platonic of course. The two of us spent a lot of time together in those years. In fact, acquaintances often mistook us for a couple. All through school, I fielded the statements, "Too bad you two aren't really dating, you're perfect for each other" and "Josh, the two of you should just sleep together and get it over with." I did love Lynn. But, in a way it was like kissing my sister. It was an enjoyable experience the one time we kissed. But I enjoyed how we were with each other on a daily basis more. I didn't want to ruin it by getting all involved romantically. So, we never went any further than that one time, that one kiss. That, and maybe I just was not experienced enough then. I might have just been chicken. Obviously, our history is long and detailed. We've kept in close contact since our college days despite living three hours away in separate cities and separate lives. Lynn was present for my wedding with Kate. She was also one of the first to visit when each of my kids were born. In fact, the kids now call her Auntie Lynn, which makes it even more of an ironic "sister-like" relationship. She made the trek to sit on the couch and watch football with me when I had my vasectomy. She and Kate would alternate fetching me the packages of peas and corn (the ice). I, in return, have been there to hear all the horrors of dating as a 30 and (now) 40 year-old, adult woman. And at every one of our friend's weddings we dance, laugh, and make the wedding bet that she can/won't take home the cute bartender boy. I usually lose that bet as she winks at me on her way out the door at the end of the evening arm-in-arm with said lucky bartender. Kate and Lynn get along as well as can be expected. There was no way initially for them to be great friends. There was simply too much stuff in the way, namely me. In fact, for a time Kate believed I was having an affair with Lynn. I guess I can understand why she would say that, too. First, we are physically affectionate with each other. We greet each other with a peck on the lips. Second, when in business in Los Angeles, I often chose to stay with Lynn at her one bedroom apartment (although I have always slept on the couch). But, thirdly, Kate's concern came mainly from her own hormones during the pregnancy with our two kids. It just stuck in her head that way. She knows and understands now. I haven't ever and won't ever cheat on her. I love Kate and we have a great, healthy, growing relationship as husband and wife. So last Friday, Kate took our kids to Los Angeles to board a plane. The kids are spending a few weeks with my parents at my family cottage on a lake in the mid-west. Kate was obviously apprehensive to have the kids fly alone. But we worked out all the details with the airline and my parents would be right there to pick them up at the gate. I was supposed to go with them to see them off, too. However, at the last minute I couldn't go. A work project started spiraling out of control and needed my immediate attention. Kate was not happy having to drive alone. But there was nothing either of us could do about it. Kate called me from the airport to confirm everything went just fine. The kids had been excited and had no issues with being alone for the next few hours. Kate was allowed to accompany them as far as the gate and talked with the flight attendant in charge who took the kids to their seats. Although Kate was still worried, she didn't show it to the kids and was comforted by the likeable, responsible attendant. "I'm a nervous wreck right now," she said on her cell. "I won't be able to concentrate on anything until I hear their voices on your parent's cell phone in Chicago." "Can you drive?" I inquired. I was concerned about L.A. traffic and the fact that Kate was not the world's best driver. She gets distracted easily and is not familiar with L.A. one bit. In fact, she hates the L.A. freeways with a passion. "No. Not right now," she agreed. I was relieved to hear her admit it. "What should I do? I don't want to hang at Starbucks for the next four hours. The beach, maybe?" My mind flashed to Lynn. It was a Saturday morning. She would most likely be home and she's only a couple of miles from the airport. "Call Lynn. I'll bet she'd meet you somewhere. Or, you could just go hang at her place until my dad calls. Then you should feel more comfortable to drive." I wasn't real sure she'd go for it. Kate has never been to Lynn's place before. I figured she'd hedge that idea and go shopping or something. "Hell yeah! That sounds great," she replied sounding much better all of sudden. I was happy to hear her so enthusiastic about it. I thought it interesting she was so open to the idea. So, Kate got in touch with Lynn and drove over to her house. She was there in a few short minutes and spent the rest of the morning chatting away and drinking coffee. About four hours later, I got the call from my dad. The kids had a blast on the plane and they were now on their way to the cottage. I immediately called Kate. When she answered her cell I could hear laughing and then music in the background. "Hello?" Kate sounded like she didn't know who was calling, although I know I was identified on her phone. But she was upbeat. "They arrived. You can stop worrying now," I informed her. "Great. I actually haven't thought much about it since I got here," Kate replied. "Lynn is a fabulous host. We're having such a great time." In the background I could hear familiar music from the '80s. But I couldn't put my finger on what band. "Good, I'm glad," I said a bit too somberly. I was, no doubt a bit envious. "Tell her I said hi and ask her when she's going to come visit us again." " 'K," was her only reply. There was a brief pause. "I've got about an hour and this project can be put to bed," I continued. "You hittin' the road soon?" I was eager to have Kate at home alone sans kids. "Yeah," she paused again sounding like she didn't want to leave. "Lynn wants to take me out to lunch. I'll make the trek home after that. I figure if traffic isn't bad I'll be home before dinner. Does that work for you?" It was fine. I'd have a couple of hours at home to myself. I never mind that kind of quiet. So we finished up. And that was that. Kate arrived home later that evening. I had dinner ready and we had a wonderful evening without the kids around. In fact, we had a wonderful week. Kate and I had more sex and fun in one week than just about any other week in our marriage. I'd venture to say the sex was better than our honeymoon, too. But if this week was good, it only added fuel to the fire and hinted toward even more fun on the upcoming weekend as Kate and I had plans to go to Las Vegas for a couple of nights. We wanted to take advantage of no kids and escape. I got out of work at noon on Friday. We wanted to hit the road early enough to beat out the majority of the traffic. We were in Vegas and checking into TheHotel by 6 p.m. Now, TheHotel is one of my favorite places to stay. It is modern, stylish, and has one of the best views of the strip from the bar at the top. The suites are simply elegant with dark wood and black leather furniture. The suite I like to reserve has a separate living area with a wet bar and large, flat screen t.v. The bathrooms, yes, two of them, are marble and spacious. And the king bed is awesome. Kate loves this place, too. Upon arriving she immediately kicked off her shoes, flopped on the couch, and turned on the large flat screen. Normally, I'd be slightly miffed. We didn't come all the way to Las Vegas to sit on a couch and watch t.v. But, you have to see this hotel. It is more comfortable than home and way more sleek, stylish, and fun. There is nothing like the luxury of a first class hotel suite. As much as we like to gamble, eat, drink, and play, just hanging out in this suite is a blast. "So, what do you want to do for dinner?" I hinted, attempting to nudge us out and explore a bit. "I don't know. I want to save Aureole or Red Square for another night. Let's just go to that burger place in the mall section. Remember?" she asked. Those are a few of our favorite places and we've enjoyed them so much we keep coming back. Creatures of habit, I guess. "The Burger Bar, yeah," I confirmed. "I'm up for that." I paused and watched a few minutes of the movie on the screen. It was The Banger Sisters. Goldie Hawn made a joke about a banana hammock. We both snorted at the reference. Kate can't resist this kind of movie. "Can I shower first? The drive...." I interrupted. "Yeah. Go ahead," waving her hand, keeping her eyes on the screen, "I'm not starved right now anyway. I'm going to pull out one of the bottles of wine we packed in a few minutes. Oh, can you go get me some ice, honey? Before you get in the shower?" Her tone changed and became sweeter when she asked for the favor. And of course, I agreed. I grabbed the bucket and headed down the hall. I filled it up and returned. I dumped the ice in the wet bar sink and pulled out a bottle from the wine carrier. I plunged it in the ice. "You might need more ice in bit," I stated. "I'll get some more when I get out of the shower, 'kay" "'Okay," was all I got from her. I took off my shirt hoping to draw Kate's attention from the moving screen on the wall. Now, I'm no model, but I keep in fairly good shape. I've worked hard to get a decent body at 40 plus years of age. I eat well, go to the gym three times a week to lift weights, and do my fair share of aerobic activity to keep the fat content as minimal as possible. I have zero aspirations to be a body builder, but I'm toned and in the best shape of my life. But, Kate ignored my moderate strip tease and I felt a little dejected. Granted, most people don't have sex the minute they walk into a hotel room, but some sort of playfulness would've been appreciated right now. We were in Las Vegas for heaven sakes. "There's room for two in there," I said unbuckling my belt while simultaneously going heal to toe in an attempt to kick of my shoes. I still had hope. "Josh," she turned and looked me straight in the eye, "we ARE going to have sex, maybe even a lot of sex. I promise. Right now I just want to zone out for a bit. Take your shower. Then we'll go eat, o.k.?" I backed off. Pushing never works anyway. I picked up my shoes and walked into the bedroom area. I threw them next to my small suitcase. I flung my shirt onto the middle of the big bed as I walked into the bathroom. There was a t.v. in the bathroom wall. I had forgotten about that fact. Banger Sisters or SportsCenter? I decided against more t.v. I dropped my jeans and pealed my black boxer-briefs to the floor. I picked them up and set them on the counter. My reflection didn't look too bad. My cock was slightly engorged 'cause I was horny. I was glad I did my manscaping a week ago. My pubic hair was minimal and trimmed. I don't have the six-pack abs I'd like, but there is some muscle definition there. I even looked a little tan from the weekend yard work. If I was going to have sex later, I figured I should shave off this stubble from my face. I pulled my razor and cream out of my kit. I unwrapped a bar of hotel soap and headed for the shower. Just before I turned the water on, I heard Kate's cell phone ring. She answered with a loud, "Hey. There you are!" I lost the rest to the white noise of the shower. I stepped in and moaned to myself in the relaxing warmth. The shower was spacious. It had a seat and was surrounded with glass. I turned the nozzle on to the strongest, massager mode and let it beat up on my road weary back muscles. It's the lower back that gets tight. It felt good, but I really needed strong fingers. And as much as I love my wife, Kate doesn't posses good back massage technique. She has weak finger strength. I switched the shower back to a warm stream, lathered up to shave my face, and scraped away my stubble. I rinsed off and opened the door, grabbing one of those wonderful, thick hotel towels. I opened the door to let some of the steam out and wrapped the towel around my waist. "Kate," I inquired, "did you open the wine?" "Yeah, want some?" she asked. "Please," I said turning back toward the counter and the mirror in the bathroom. "That sounds great." I pulled my deodorant and lotion out of my kit. This Vegas weather in July was already killing my skin and I'd only arrived less than an hour ago. Kate walked in with a glass in either hand, "Josh?" She set my glass of Viognier down next to the sink. I looked at her through the mirror. She'd completely changed in attitude and had a look to her I couldn't identify. It was part apologetic maybe, part excitement, with a bit of mischief, but very sexy. She had let her dark brown hair down. It was no longer in the travel ponytail. So it cascaded around her face and tumbled on her shoulders. "Yeah," I muttered. I picked up my glass, "thanks." "You are very welcome," she said crisply. Kate leaned her hip against the countertop and faced me directly. I looked over my shoulder at her. She wanted my attention. "We are going to have a ... very ... good ... weekend." I cocked my head, "Yeah?" I said slowly. Something was distinctly different right now. "What are you up to?" "Well, for starters, I've changed my mind about dinner. I called and made a reservation at Red Square. I feel like dressing up a bit more now that I've relaxed," she explained. She stopped and took a sip of wine while looking at me over the to edge of the glass. "And?" I continued. My hand motioned for the information I knew was still to come. But there was a knock at the hall door. Kate smiled wickedly and sort of giggled in her glass as she took another big sip. It was a bigger than normal sip. "Go get the door," she laughed. It was a demand, not a request. "I'm not dressed," I complained. I actually whined and my voice went up much too high for even my taste. I hate it when I lose a bit of vocal self-control. But, I was caught off guard and I wasn't in charge at the moment. There was another knock at the door. "Which is so perfect," she continued her hand in the air, her fingers flicking me to go do it, "now GO! Get .... The.... Door." I sort of backed out of the bathroom with her following me, pushing me. She was up to something for sure now and I had the feeling if I just answered the door the mystery would be solved. "I'm confused," I chuckled away my lack of control. I regained my composure enough so that I was no longer whimpering and uncomfortable. I tried to just play and laugh at my predicament. By now, I was already down the little entryway to the main door. I knew very well she wasn't going to tell me who was waiting in the hallway. I turned to open the door, but decided to take a peak in the little eyehole. "Oh, just open the damn door," she said loud enough to be heard outside in the hallway. There was a familiar burst of laughter on the other side of the door. I hadn't really gotten a look anyway, so I just turned the handle and pulled the door open wide. I had to hold the towel together at my waist. It wasn't staying together on it's own. I don't really know the order of thoughts that flew threw my mind at that very moment. I was simply stunned. If I had a few questions before, I had even more now. Lynn looked beautiful standing in the hallway. She was wearing a white linen blouse and a pair of black shorts. She had a small, rolling suitcase with a coordinated black hat hanging on the long, suitcase handle. I noticed her red painted toes in black sandals. "Hi," Lynn smiled brightly. No, she beamed. It was her big, toothy, white, clean, gracious smile and it was coupled with a knowing gleam in her eye. "Um," I stammered and looked back to Kate. "Let her in, Josh," Kate laughed. I moved out of the way for Lynn to enter. She glided through the door and kissed me on the cheek as she passed. Her suitcase made rhythmic clicks rolling over the tile. A suitcase? "You didn't tell him I was coming yet," Lynn revealed as she and Kate hugged their hello. "No, I was about to. But you got here too quickly," Kate laughed. "Wine?" I let go of the door. It closed hard. I trailed them back into the living space and just stood there holding my towel together. Lynn looked back at me with that big grin on her face. She sat her ass back on the edge of the desk. Kate poured the wine. "So. You two have cooked something up. What don't I know?" I pleaded for some understanding while still trying to sound masculine with some semblance of self-control. See, in the span of about two minutes, my mind raced through a ton of questions, logistics, and issues. I figured out immediately they must have worked this through last weekend. That was the 'when'. The 'who' and the 'where' parts were fairly obvious to me as they were both here at the same time in this hotel room. The questions I had centered mostly round the 'what' and the 'why'. Now, if you've read the other stories I've posted on Literotica, you'll already know the recent trysts my wife and I have had with other women, two other women at two other times within the last year to be exact. We don't have threesomes often. Those previous two were it in the entire ten plus years of our marriage. Both times I felt were just a gift, a one time only deal. I was grateful, but have never insisted or asked for them again. So, you can understand my surprise and you can also understand why my mind jumped to the thought of another threesome. Still, this was Lynn. I mean, this was Lynn. LYNN! The first two threesomes were with Kate's friends. Lynn was a close friend of mine. So, I was a bit confused with this idea. And I decided to let the 'what' and the 'why' play themselves out on their own. Kate handed the wine glass to Lynn. They 'clinked', took a sip, and turned to look at me standing there. "Why don't you take Lynn's bag into the other room and get some clothes on," Kate suggested. "Oh," she thought of something and turned to Lynn, "I made a reservation at Red Square for the three of us. Have you ever been there?" "No. I always stay up at Ceasars or Paris when I come to Vegas," Lynn answered as I moved across the room to get her suitcase. Holding my towel tight to my waist, I leaned in to pick the suitcase up and whispered to both of them, "I'm a bit confused. But," I paused, "I'll wait." They giggled. Lynn cocked her head sideways, "Auhhhh." She pitied me in my state. But she was still sort of giggly. I took the case into the room. I didn't know where to put it. Was she really staying with us? Was she sleeping in the king bed with us? Or, might I be jumping to conclusions and would do the gentlemanly thing and sleep on the couch? That couldn't be the plan, could it? Kate said we'd have sex. I set the bag over by the window. I needed my wine and went in search of where I left it. It was still in the bathroom on the counter. I picked it up and took a swig. It was still cool. The outside of the glass was wet because of the humidity in the room. I could hear the girls talking. My head was foggy, too. From the living room I heard, "This is an incredible suite," Lynn said admiringly. "Nice choice!" "It is our favorite place. It's expensive, but worth every penny," Kate agreed. "So, what do you think, Josh?" Lynn yelled from other room. "Is it ok with you? Can I crash this little party with you and Kate?" she was now walking into the bathroom. "Absolutely," I said and turned back to face the door. I realized an upcoming erection was starting to tent the towel out a bit. Kate appeared over Lynn's shoulder, "Some rules, first?" It wasn't really a question. "ONE," she paused, "One, the Las Vegas motto applies. What happens here stays here, right?" My penis swelled a bit as I realized the question of 'what' was just now being answered. And Lynn Makes Three "And two, if this gets weird between you two, it stops," Kate said sternly. "One of you will get that fabulous couch if we can't all be agreeable and comfortable together. Got it?" "Got it!" Lynn and I said in unison. We sort of stared each other down. We were silent for a moment. She looked so sexy. It was like I was looking at her in a whole new way. Kate put a hand on Lynn's hip and squeezed by her through the door and into the bathroom. "Oh, and rule number three," she interrupted our moment. She pulled her shirt up and off her head and stood there in her bra, "this suite is now considered clothing optional." Kate had our full attention now. She reached behind her back and unsnapped her bra. Her large breasts came into view and bounced. She dropped the bra on top of her shirt on the floor. "I need to shower before dinner." She turned and started the shower. I looked at Lynn. She looked at me. She glanced down at the full tent of my towel. "I take it you are ok with all this," she acknowledged over the loud shower water by quickly pointing with her chin and glancing down at my protruding penis in the towel. "Kate, I think Josh is just fine with these rules," Lynn loudly voiced to Kate. Kate turned around and started to unsnap her pants. She looked at my towel too, "If that is uncomfortable, honey, just take it off!" She was mocking me, but in a nice way. Her pants hit the floor. She slid her panties down and stepped out of them completely nude. She nudged her pants next to her shirt with her toe. Lynn announced, "I'm next!" She backed out of doorway and disappeared toward the living room. Kate moved up next to me. Her body looked fantastic. Her large breasts swayed as she moved. Her round, womanly curves teased. She kissed me. It was a very sensual kiss. Our tongues played. She pulled away and cocked her head toward the living room, "Go play. Get some more wine. I'll be done here in a minute." She pulled her hair up into a ponytail and tied it with a band from her wrist. She reached around me to fish out her razor, "Can I borrow your shaving cream?" "Sure, it's in there," I pointed to the shower. "Thanks honey! Go keep her company," she chided as she turned and opened the glass shower door. She stepped into the water. I was still a bit taken aback. The whole situation was spinning in front of me, but I was at a minimum keeping up with shear adrenaline. I didn't want this opportunity to go away. That was for sure. So, I realized I needed to take it one step further. I needed to test the waters, so to speak, with Lynn. I finished with my bathroom prep and walked out. I left while Kate lifted a foot up on the seat, shaving her legs. Lynn was in the living room. She was checking her cell phone for something. She looked up as I entered and flipped the phone shut. She put it back in her purse on the desk with careful attention. "Josh, I know this must seem crazy. Well, it is ... crazy! Do you think you can abide by your wife's rules?" she asked. She seemed for the first time a bit flustered. "I mean, wow, we've been ... for years ... and I've always ... and you're just ... " She was, for the first time tonight, apprehensive. It was now my turn to take the lead. I pulled the wine bottle out of the sink. It dripped on the carpet. I motioned for her glass and she complied holding it out for me, almost to quickly. I split what was left between our two glasses. I set the empty bottle down on the glass-topped coffee table and straightened back up. I looked right into her eyes. "Lynn," I couldn't decide which eye to concentrate on, "I'd like to propose a toast." She picked up her glass and readied it to clink. "To a wonderful, memorable weekend. Let the clothes fall where they may!" She relaxed and giggled as her head tilted slightly back. She still seemed slightly nervous. But, we clinked our glasses and took a sip. When she was done, I took the glass out of her hand and set them both on the table next to the bottle. I placed a hand on her hip and one on her cheek. Her hands came around me with one over my shoulder and one around my waist. I kissed her. Now, remember, I had kissed her once before twenty or so years ago. It is amazing how things can be nothing like you remember them. Her lips were perfect. Her tongue felt like it already knew my tongue. Our kiss was one of pure excitement. We must have explored each other for about ten minutes. Her hands traced my naked upper body going from my chest to my shoulders and down my arms. We stopped kissing when we heard the shower shut off. Kate interrupted, "Are you two having any fun yet?" The door to the shower clicked open. I heard drips of water. Lynn answered loud enough for Kate to hear, "Yes. Josh is a very good kisser. Better than I remember, too." I gave her my best understanding smile. "Are you naked, yet?" Kate responded from the bathroom. "No. And THAT needs to change," I answered over my shoulder, keeping my eyes on Lynn. I undid the tuck in my towel and dropped it over the arm of the chair next to us. I stood there completely nude in front of my best friend. My penis stood out, not in a complete erection, but swollen and hardening. "I've seen you before, you know," Lynn confessed darting her eyes from my gaze to my penis. "I've watched you get dressed at my apartment a few times. I hope you don't mind." I shrugged my answer and changed the direction of the conversation, "I think it is your turn for the shower. And I should get dressed," I thumbed the direction over my right shoulder. I wanted to postpone this now that I'd kissed her. Teasing was a priority now. "Yes," she replied. She started to delicately unbutton the top buttons of her blouse when Kate came into the room with one towel wrapped around her waist and another twisted up around her head. I glanced at her over my shoulder and watched her amazing breasts bob about as she walked. She moved next to me and slid a hand over my naked ass. My penis hardened even more. Kate teased, "I'm hungry. Let's save the sex until after dinner. What do you two think?" She walked by me on her way to her purse. She pulled out her brush, dropped the hair towel to the floor, and started brushing her hair as she watched Lynn and me. Her large breasts jiggled from the brushing action. I laughed, "I may be naked, but I've only gotten to first base with Lynn so far. So, I think we're safe." Lynn snickered as she pulled her blouse off her shoulders, "Your naked, how could it only be first base?" Now, I haven't described Lynn yet. She has curly, jet black hair that is kept slightly shoulder length. She has a beautiful, round face and a large toothy smile. She has a constant happy aura about her and her eyes always twinkle when she talks. I rarely can remember a sour look on her face. She seems tall at about 5-10 or so. She is self-described as flat chested and I'd bet she doesn't own a bra. She has a tight, athletic stomach from years of ab crunches, gym workouts and yoga. Lynn also has rather wide hips. From the rear, I've always noticed a large, wide ass. It isn't fat at all as she doesn't have an ounce of fat on her body. However, her ass is rather the bottom half of the hourglass. Sexy, yes she is. Lynn looked me straight in the eyes as she slid the blouse off her shoulders and draped it over the arm of the chair next to my towel. I broke our eye contact and stared at here tiny tits. She hardly had any breasts at all. They were tiny bumps and capped with dark, brown nipples. She was obviously aroused, however. Her nipples looked very hard and her breasts looked as if they were trying so hard to get bigger. "What do you think, Josh?" Lynn asked as she pulled her nipples out with her fingers and thumbs. "They aren't much. But they are very sensitive." I was at a loss for words. I am a breast man, no doubt. But these were so unique, small, and sexy. I so wanted to lick and pinch them. I didn't really know how to respond, so I back pedaled, "You should shower. Kate's hungry." I repeated my directional thumb motion over my shoulder as before. Kate and Lynn both chuckled. Kate was bent over combing out the underside of the back of her hair. Her breasts swayed behind the dark brown curtain as she brushed. Kate was trying to ignore us, it seemed. Lynn crooked her left leg up and slid off the sandal on her foot. She repeated it with the right. She glanced at me again. Then she unsnapped her black shorts and lowered the zipper. Blue panties peaked out from between the teeth of the zipper. She turned slightly to the side, bent over, and dropped her shorts and stepped out of them. She picked them up and placed them next to her blouse. My penis was erect and pointing to the ceiling. "You sure he doesn't need sex right now," Lynn said to Kate, pointing at my member with a finger wriggling subtly at her hip. It was like she was trying to ignore the obvious with Kate, yet her eyes were on fire and communicated something completely different with me. Kate peaked around her hair, flipped it back in place, and stood up. Trying to remain just a bit aloof, she continued to brush her long, dark brown hair, "Oh, THAT will still be there when we get back from dinner. Do you think you can hang on until then, honey?" She was teasing me now. It was her way of retaining control of the situation. I breathed in deeply and let it out slowly. "I'll manage," I reacted in a fun way. I tried with all my might not grab my penis in my fist. I just needed to touch it. Or something. With that, Lynn saddled up to my side and kissed me softly on the cheek, "This is going to be fun!" Then she passed me like before and headed into the bedroom. I heard her rustling around in her suitcase and saw her streak briefly by the doorway as she entered the bathroom with a small bag. "I should get dressed," I mentioned to Kate. I needed to do something. Standing around naked felt out of place. I looked around the room to assess the situation. Kate was pouring herself some more wine. She hoisted the bottle to me as if to silently ask if I wanted more. I shook my head, no. "I'm not a cave dweller, so I'm going to hang up my towel ... in the bathroom," I confessed. I was trying not to be too obvious. I wanted to peak at Lynn. However, I also am somewhat of a neat freak and don't leave my things just lying around, especially if it is a wet towel on leather furniture. Kate smiled and winked. I walked naked into the bathroom. Lynn was showering with her hands up and over her head. The stall was just starting to steam and I could make out the basic body parts through the lightly frosted glass. "Just hanging up my towel," I loudly stated. Lynn laughed out loud. Her enthusiasm echoed throughout the tile bathroom. "Where are we going for dinner again?" she asked as a continuation of her laugh. It was obvious she wanted to keep this all light and fun. "Red Square," I answered. "It's a Russian place. They serve vodka on an ice blocked bar." "Sounds fun," Lynn said loudly. She had her back turned to me through the glass and I could vaguely make out the crack in her ass, a thin waist, and shoulder blades. She had a razor in one hand and was shaving her pits. Her hand pointed to the ceiling like a ballet dancer. I still didn't know if she shaved elsewhere. "It is fun," I continued. I had already hung up the towel and was now just standing there, naked and turned on. "What should I wear?" she asked. "I didn't bring much. According to Kate, I was to pack for fun and sex." I liked hearing that and smirked my approval to myself over my shoulder in the mirror. How vain?! From the other room Kate shouted, "Vegas, Baby!" She was listening apparently. We all understood and laughed. "Did you bring the 'Little Black Dress'?" I asked hopefully. I didn't really know if she had one. Kate did and hardly wore it anymore. Actually, I don't think it fit Kate anymore since the kids. It had been that long ago. "Remember that dress I wore to the dinner at Killer Shrimp a few months ago?" Lynn informed. "No!" I teased her like a sister. "We sat out on the patio. You wore a jacket the whole time," I complained. "Yeah, it's Los Angeles, but it was also February or March." Actually, I think it was just a cool evening in May. But who's counting. "Yeah. You're right," she sighed loudly. She punched off the shower. The room was suddenly more personal. And I was still naked and my penis was fairly erect, thick with anticipation. I grabbed a clean, dry towel for her and readied myself for her at the shower door. It opened with a pop. My eyes automatically went down to her crotch. She was trimmed cleanly around the edges and sported a nicely manicured, small triangle of curly, black ringlets. The hair was obviously wet and I noticed a few droplets of water that looked a bit like clear pearls. I raised my eyes to hers and extended my arm with the towel. "Thank you," she said matter-of-factly. Her eyes twinkled. "I'm ..... " I paused. "I'm going to go figure what I should wear." I turned and walked out of the bathroom into the bedroom. And I walked right into Kate sliding on a dress I had never seen before. Now, for those that have read my previous accounts (here in Literotica) with my wife, know that she is voluptuous. She is tall and exactly the same height as me. Barefoot, she stands 5-11. With heals she is delightfully taller than me. In fact, for our first date, she asked me what she should wear to my company party. I stated without missing a beat, "Be tall. Heals are fine with me. As much as I'm a breast man, you have wonderfully long legs." She didn't disappoint. Talk about a little black dress. Dreams are made of that first date with my wife. However, this dress was something completely different. Kate, after two kids and now 40+ years of age, has put on a few pounds. She wears the extra weight well, however. Her breasts are now even larger, much to my happiness. And she is, shall we say, no longer skinny. She is age proportional and its all good. This dress accentuated everything I love physically about Kate. It was black with a plunging neckline and sleeveless. It fitted like a glove yet seemed to hide the few rolls around her stomach and hips with wonderful overlapping material. She adjusted a wide, matching belt around her hips. The length came to about mid-thigh. Not slutty short, but not conservative knee length either. It was beautiful. Sexy. And black! "What do you think?" she asked somewhat demurely. "Wow!" I encouraged. "You look fantastic!" I felt underdressed standing there naked. Kate went in search of her shoes in her suitcase when her cell phone rang. I realized, knowing sex wasn't going to happen this minute, an urgent need to just get dressed. I quickly dove toward my bag and pulled out my underware, socks, black slacks, and a blue dress shirt. I decided to give the girls some privacy and took my clothes into the living room right as Lynn walked out of the bathroom wrapped in her towel. "All yours," I gestured to the bedroom as I walked out into the living room, clothes in hand. I placed my clothes on a chair and pulled on my pants. My shirt needed ironing so I found the board and plugged in the iron to get out the minor wrinkles from my shirt. Kate was busy on her phone with a work related call but had followed me into the living area and sat at the desk. She crossed her legs and played with her toes as she talked. A few minutes went by, I was now pressed and dressed in a cobalt blue dress shirt with an open collar. I wore black dress slacks and debated about the need for the matching jacket, although I knew I would wear it. It always chose to be overdressed than underdressed. It's a James Bond thing. I was sitting on the chair putting on my black socks, when Lynn came out of the bedroom. She was stunning. Stunning! She looked even sexier with clothes on. It was the 'Little Black Dress' after all, however, dark, bluish purple, no black. It shimmered. It looked almost like lingerie or silk it was so delicate. And it was obvious, with this dress you simply couldn't wear anything underneath. With next to no breasts, she could get away with this dress. The hemline was at mid thigh. The only other thing she wore was a pendant necklace that hung at the flat space below her angular, jutting collarbones. Her tiny breasts poked out beautifully. And shoes. She wore strappy black heals. They made her nearly taller than Kate with heals. I was going to be the short one by two inches or so. I was in heaven. "Wow!" I stated in awe. I stood with one sock on my foot with the other sock in my hand. Lynn twirled with the balance of a dancer saying, "I've never had the guts to wear this dress. I bought it for an old, potential boyfriend. But, he never gave me the chance." When she turned around, the material clung wonderfully between the crack in her ass and highlighted a most perfect, round butt. Kate put her fingers over the mouthpiece of the cell phone, "Lynn, Holy .....!" Her face exaggerated a look of amazement. She turned back to her conversation, "Harold, really. I'm about to see another client in a few minutes." She lied. "I promise, I will be all over this issue first thing next week. You will be my first priority. 'Kay? Great. Bye." She snapped the phone shut. " .... Shit! You look amazing. Josh is going to eat you up at dinner." She said it like I wasn't in the room. "Thank you," said Lynn a little bit cautiously. She looked at herself in the mirror at the back of the bar between the glass shelves and drinking glasses. She turned to admire herself as if no other person was in the room. She looked happy. "I think my biggest thrill is just going to be walking around with both of you on either arm," I admitted. Truthfully, being the envy of everyone as we walked around Vegas casinos and restaurants was pure fantasy and it was getting my ego primed. I was honestly looking forward to that just as much as the sex that would probably come later. Ok, maybe not, but dinner was still going to be quite a thrill. "Girl, look at you," Kate twisted around the desk and approached Lynn from behind. Kate's hands went to Lynn's hips. "Very nice. Where did you get this?" she continued with a hand dropping subtly lower over the top of Lynn's ass and the other up to her sleeve at her shoulder, feeling the material between her fingers and thumb. Lynn stiffened slightly to Kate's touch, "I bought this years ago for what was supposed to be a special evening. But the guy never showed up. I'd made him dinner and everything." "Idiot," I commented. I sat down to finish putting on my socks and shoes. I glanced back at the girls. Lynn was turned away from me. Kate had already turned toward me. "What?" I stated, realizing I must have done something wrong. I slipped on my left shoe. "I think she bought this dress for you, dear," Kate kindly hinted with a not so hint of sarcasm. Lynn brushed Kate and the comments away, "Yeah, but really. Forget it. I've held on to the dress, but not the memory. Really, Josh. Let's not delve into the past, o.k.? I don't want to make any issues or make this any more difficult. Things are different and better right now. And the dress is still good, right!? Besides, I'm getting REALLY hungry." She pleaded with Kate for help with her hands and a subtle pawing. Kate jumped to the rescue and made for her purse on the desk, "I agree. Let's go. Are you ready, Josh?" I was still stunned. My mind was warping at light speed back to college, searching. And I simply couldn't remember. I would have known about this, right? Was I really that stupid? I looked down and tied my other shoe. Undoubtedly, I was that stupid back then and maybe now, too. But I simply couldn't remember at the moment and I needed to just let it go or I could put a serious damper on the evening and the weekend. And Lynn Makes Three I finished my shoes and stood up from the chair. Kate was ready, purse in hand by the door. Lynn had retrieved a tiny, black purse barely enough for anything but an i.d. and lipstick. She slung it over her shoulders. "I'm ready," Lynn stated looking at me. She looked shy all of a sudden. "Lynn," I still needed to say something, "I am so sorry if I ever caused you any hurt. You know I would never do that to you on purpose." "I know, Josh. I've always known that," she said as she kissed me on the cheek. "Can we go have fun now?" I could tell she wanted to run. I smiled from the kiss and the statement, "Absolutely. Let's go." I paused for second and looked into her eyes, "You know I love you, right!" It was a statement, not a question. I didn't want an answer. And with that, we all piled out into the hallway toward the elevator, readjusting ourselves for the first few steps. I had a beautiful woman on each arm. I was in heaven. I couldn't wait to see the reaction of strangers around the casino. I didn't have to wait long. The elevator doors opened to see two men, about 30 years of age dressed in jeans and loose, untucked shirts. They looked like they had coordinated their outfits before setting out on an evening of throwing their money away at the blackjack tables and getting wasted. The girls let go of my arm and I let them walk into the elevator first. They left a space between them for me and turned to face the door. They were smiling big as they turned back at me. I followed them into my anointed space in the middle, noticing the men's faces before I turned my back to them. They had an expression that hinted at jealousy. And their eyes roamed the backs of the women. I turned and we all rode down to the casino level in complete silence. The girls squeezed my arms like they understood the importance of my moment. Now, Red Square is a stylish, Leningrad-themed bar just off the casino floor at Mandalay Bay. It is festooned with propaganda art on wonderful, neutral brown walls. The high ceilings exude a feeling of what it must be like to be in the old Czar's palace. You can't miss the headless statue of Lenin and the simulated bird droppings standing guard outside the entrance to the restaurant. Kate held her arm out in front of me and pointed out the statue to Lynn. Under the statue we entered, arm in arm, over the embedded red and white-outlined square logo of the concrete floor in the foyer. The tall, blonde, beautiful hostess said our table would be about twenty or, possibly, thirty minutes. "Perfect," I stated enthusiastically. "Vodka?" I asked Lynn with an arm extended to the crowded bar. Kate led the way through the throngs of people to a small, available spot at the far end of the ice-blocked bar. I followed Lynn and watched her ass dance wonderfully under the oh-so thin fabric of her dress. In my head, I started to worry that some other man might notice how sexy she was and come in and swoop her away like the bartenders at all those weddings. I most definitely wanted her for myself tonight. The place was crazy packed and the bar itself was an insanely tight squeeze. Kate elbowed in, leaned over the edge exposing her deep cleavage, and tried to get the attention of one of the bartenders. Lynn took the only other available space right next to her. She had to slip in sideways, facing Kate, as that was the only way she'd fit. I stepped right up behind both of them with a hand on the small of Kate's back just above the belt and below the deep scoop at the back of her dress. "What can I get for you," shouted a rather handsome, dark haired bartender. He was wearing the uniform, black polo shirt with the "Join The Party" on the back. Kate bounced a bit as she answered, "Three Red Square martinis, please!" Lynn leaned in on her elbow and smiled at the bartender who, for some reason, didn't seem to even notice my two, beautiful companions. Then again, this place was packed with gorgeous women. I looked around. Kate and Lynn were just two of many. The bartender quickly went to work. Lynn turned back toward me. "Quite the place!" she stated her eyes starting at my eyes but wandering over the multi-colored glass chandelier and the heavy red drapes hanging all the way to the floor from hoops like a tent. "This place is amazing." For a brief moment I saw what she must have looked like as a little girl when looking at a Christmas tree or a shooting star. "I like the ice bar. Pretty unique, huh?" I said leaning in closer to her ear. I wanted to suck on her ear lobe. I was THAT close. I placed a hand high on her ass. Her eyes darted back to mine. She leaned in and kissed me briefly on the lips. I'm not sure why, but it was nice moment. I left my hand in its place to caress her ass as we stood there, snugly, forced together by the crowd behind us. Again, I was amazed at how her dress was no more that a whisp of material. Kate smiled at our embrace. But she interrupted the moment to scoot Lynn's martini over and hand me mine, which was difficult without spilling some over the edge. I was being bumped from behind. "Glasnost," I said holding up my martini. I noticed pieces floating in the drink. It was a dirty martini, afterall. The three of us all took a sip. The drink was scrumptious with the blue-cheese stuffed olives. I dribbled a bit over the rim and had to shake off the spillage from my hand behind my back. We chatted, sipped, touched, and flirted with each other until the hostess approached with three menus. We followed her to our table around a small wall from the bar. Our spot was a deep, burgundy, velvet booth. Lynn scooted in first on one side. Kate quickly plopped down next to her leaving me to sit across from both of them. I had wanted to sit next to Lynn, but I hid my disappointment by impersonating my best 007 and asking the hostess a question while sliding into my side, "Can we start with the Siberian nachos while we look over the menu?" "Sure thing, I'll tell your server," and she was off. "Siberian nachos?" asked a wide-eyed Lynn. She smiled and looked eagerly between Kate and me. She shifted in her seat. I felt bigger than normal and winked back at her. Kate answered, "Salmon and caviar and crème fraiche ... Easily one of our favorites here." Kat has, and always will be, a food and wine geek. I watched as the hostess relayed our order. I then took a sip of my martini. Over my glass I could see Kate and Lynn sitting fairly close to each other considering the booth could probably hold three on each side. I couldn't tell exactly, but it looked like they were holding hands. The meal progressed beautifully. I had the chef's special, a Roquefort-crusted filet mignon with a red-wine reduction sauce. Kate ordered more salmon with mushrooms. Lynn had some pasta and crabmeat with white wine. "One vodka is enough or I will pass out," she admitted. We didn't want that, so I withheld any and all teasing on the subject. Eventually, our hunger for food was more than satisfied. It was memorable. Our plates were cleared and we awaited the check. Kate leaned up and put her left elbow on the table and turned to her left toward Lynn. Lynn shifted her gaze to Kate. "Lynn, how about we skip desert," Kate started. Lynn's hand went to her stomach and mumbled a quick agreement. "Besides," Kate continued, "I think Josh and I would rather boogie back upstairs to the room and get you naked. Are you ready for that?" Lynn answered by pulling herself up from leaning back in the booth. She shifted with a leg up on the seat. She looked into my eyes, but quickly put a hand to the side of Kate's head, guiding the two of them into a passionate kiss. Kate's hand went to the back of Lynn's head and pressed in on her black curls. For me, the room stood still. Watching my wife and my closest friend kiss this way in a public restaurant made my head swim and my penis stiffen. Not to mention that I had known Lynn for years and never suspected she had any sexual inclination toward women. Kate's experimentations were not such a surprise anymore. Their tongues darted in and out of each other's lips. They parted briefly and dove back in only after switching the angle of their heads. Their hands explored their exposed arms and Kate dropped her right hand down onto what must have been Lynn's thigh or calf. I quickly glanced around the room trying not to be too obvious. But, the table next to us had turned silent. The men were staring blatantly. Their wives or girlfriends tried to capture back the attention of their men with disapproving looks to them and to me. When I looked back to Kate and Lynn, they separated reluctantly. Lynn's left hand dropped back to the table. She leaned against her right arm into the back of the cushioned booth and sighed heavily. Kate turned back facing me. Her left hand remained in Lynn's thigh, I assumed. From my left came our server, "I take it you'd like the check or can I actually convince you to have some dessert." She was very sweet and obviously knew what was going on. "No," I said sort of embarrassed but chuckling, "I think the check will be fine." Kate smiled big with not a care in the world. Lynn blushed a bit. The check was placed on the table. I put it through to the room with a healthy tip and announced, "Ready?" It wasn't really a question. I stood. Kate slid out of the booth first and turned to wait for Lynn. Lynn's dress stretched as she slid out of the booth nearly exposing one of her small breasts. She reached up a hand and Kate pulled her to her feet. They walked toward the exit holding hands. I followed admiringly. Once out into the casino, I caught Lynn's other hand. Again, I enjoyed the looks of interest our threesome received as we made our way around and back to TheHotel. The elevator wasn't too far away. Inside the empty elevator, Kate turned to Lynn and they locked together for another kiss. I stood behind Lynn and let my hands wander up the outside of her legs. I brought my hands up to her waist and pulled a bit of her dress with it. Lynn let out a little "Mmmm!" and wiggled her ass back into me partially, I think, to stop me from completely removing the thin garment and exposing her altogether. We reached our floor, the door opened, and we all tumbled out into the elevator foyer. I pulled out the room card and lead the way down the hall. "That is one nice ass," Lynn said to Kate. They were holding hands when I turned my head to acknowledge the complement. "Thank you. Want to see more of it?" I encouraged. I slid the key in the slot and opened the door pushing it wide for the girls to go in first. Kate immediately walked with purpose across through the living room, around the desk, and up to the big picture window that looked out into the Las Vegas night. She dropped her belt on the floor with a bit of a thud. The shoes were next. Lynn carefully set her little purse on the coffee table and just stood there. It was obvious to me that she wasn't sure and not able to make the next move. "I'm going to make sure we have wine for later," I said in an attempt to at least take some action. I ducked into the bedroom to retrieve the other bottles of wine we had packed away. I returned to the living room quickly. Kate had turned back around with one hand inside her dress attending to the needs of her left breast. Lynn hadn't moved. "Before we all get too comfortable, I'm going to get more ice for these," waiving the bottles in the air. I set them in the sink. "We might want these later." I grabbed the ice bucket. "Don't take too long," Lynn said suggestively. She scratched the front of her thigh just above the hemline of her Kleenex like hemline. "Um. Dear?" Kate interrupted before I opened the door. "We might be naked when you get back." "Please do," I chuckled, trying to stay as in control as manly as possible given the circumstances. I quickly darted toward the door, trying not to be obvious. I needed to hurry. I didn't want to miss a minute of this part of the evening. Fantasies are made of this stuff. So, I flew. It was maybe three minutes. If you would have seen me in the hallway, it might have looked like a sitcom. I ran down the hall, dropping the bucket twice on the way 'cause it kept hitting my thigh with my over zealous motions. I over filled the tin contraption, having to hit the button twice, and spilled ice all over the floor. I spilled even more as I raced back down the hall again toward the suite, pausing once to decide if it was worth picking up the ice pieces only decide I was an idiot. I passed our door and attempted to enter the wrong room. Swearing ensued. Noticing the mistake, I went back a room. I juggled the key and the ice bucket and opened the door. I entered and stopped. I closed the door quietly. Before proceeding into view, I collected myself with a deep breath and thought for second. I calmly stepped forward through the foyer into the room. At first glance, Kate was still by the window. She had pulled the shoulders of her dress through her arms and let it drop down about her waist. Her breasts were large, swollen, and on display. She had thumbs inside at her waist and was about to push the dress off her hips. Lynn had turned the armchair around and was sitting facing toward her, still in her dress as I could see the straps on her shoulders in place well above those amazing collarbones. Her legs, however, were up and draped seductively and wide over the arms. I have no knowledge of her hands and hemline. I heard quiet, alternative, acoustic music from the t.v. That wasn't there before. My mind raced with what I had missed while I was on my ice mission. But, I knew I didn't need to interrupt what was in front of me. I needed to finish the mission and put the ice in the sink. I loudly emptied the bucket over the two bottles. The haul of ice was woefully short. So I decided to just ad cold water as a supplement. While the tap ran, I thoughtfully decided to open one bottle, just in case. I knew that Kate would thank me for my efforts later. I turned while leveraging the cork out of the bottle. Kate had moved in front of the armchair. Her thumbs had pushed her dress right to that very edge at her hips, that point where one more smidge and the dress would fall all the way to the floor. And then she looked up and locked her eyes on me. I stood somewhat dumbstruck with a corkscrew holding a cork erection in my hand and a full bottle of Chardonnay in the other. The tap water in the sink was loud. I sure as hell wasn't channeling James Bond at that moment. But, I did what I thought he would approve of, which was to wink and turn my back to give Kate a quick moment of privacy. I dug the bottle into the ice water and turned off the tap. I poured myself a drink with a fresh glass off the shelf, languishing in the idea of what I would do next. In fact, I postponed my curiosity, James would be proud, and took pleasure in the fine drink in my hand. However, looking at my face in the mirror, my eyes told my other eyes that I was being coy. Stop it! So, I turned back around to engage in the action. Cautiously! Kate was now naked next to a puddle of a dress kicked to the side of the chair. She was again kissing Lynn's upturned face, although her long, brunette hair hid most of their embrace. The movement, however, was enough to convey they had established a serious passion. I took one more sip of wine, set my glass down on the bar, and moved behind the chair. I gently gathered with a couple of swipes all of Kate's hair into a ponytail behind her head. It hardly disturbed their kiss. But what I saw underneath the hair left an impression. Lynn had splayed her legs over the armchair. Her dress had delicately fallen down to her hips. Kate was brazenly fingering Lynn's pussy with one upturned hand and her middle finger. The other hand rested just under one of Lynn's knees on the arm of the chair for support. Lynn, in turn, had both hands on Kate's breasts. Her thumbs alternating over Kate's nipples like windshield wipers on automatic. Their kiss was loud. They smacked when the came up for air. I tried to figure out how I could become part of this magic without interrupting the moment. I figured I could at least help Lynn get out of her delicate dress. I reached down with a hand to either side and fished for the hem around her waist. I don't think I was even noticed. In fact, I know I surprised them when I forced them to break their French kiss to bring the dress over Lynn's head. They, thankfully, enjoyed the break in the intensity and giggled. Kate stood up and put her hands on her hips. "Josh, I think you need to nude up and join us," she encouraged breathlessly. She was breathing deep as her breasts heaved as she talked. Lynn forced her legs to the floor and sort of pushed Kate out of the way in order to stand. She turned and stood next to Kate. She looked at Kate's hip-hand thing and then playfully mimicked her. In a commanding voice Lynn gazed toward me and said, "Strip!" I pulled my shirt out of my pants and unbuttoned just the top few buttons in an already open collared shirt. I gathered the bottoms and pulled it, inside out, over my head. Normally, this is not my normal routine. I always unbutton completely. I'd be worried my shirt was inside out. But, now was not the time. I cavalierly discarded the shirt by the cabinet under the flat screen (where I'd see it later). Kate smirked, good or bad I couldn't tell. I ignored her by looking at Lynn. I undid my belt. I undid my pants. I lowered my zipper and froze. I still had shoes and socks on. So, I did the to heal dance for a second. The socks, thank goodness came off without me looking like an uncoordinated flamingo. I dropped them next to my shoes in the middle of the floor. Carefully bridging a fairly awake cock, I hooked my thumbs inside the waistband of my underwear and brought both pants and underpants down to my ankles in one swift motion. I stepped out of them and casually draped them over the back of armchair, trying to be the best naked Bond guy ever. My cock was pleasantly way thick without being totally erect. It sort of hung out there, blood engorged and waiting. It pointed heavily toward their feet, waiting to be erect inside a willing wet, warm place. I think the women were impressed. At least, Lynn had a 'wow' expression. Kate looked proud, like she wanted to share. Her hips rotated and her hands clasped behind her back in anticipation. I felt like a man. That is the best way I can describe the moment. I was empowered. I was IN power. Power to the Penis! All my clumsiness went away, forgotten. Lynn tilted her head towards Kate, "Can I have him first?" "Can I help?" came Kate's seductive answer. "Please," came Lynn's nearly whispered answer. It was almost a thank you. Kate grabbed Lynn's hand and led her through the maze of furniture, slowly past me, and toward the bedroom door. Lynn, however, stopped her, grabbed my hand, and added me into the train. I would have followed without the gesture. Kate headed straight for the bedroom. She pulled the bed spread completely off and left it at the base of the bed. She left the sheet in tact and crawled up on the king bed. She positioned herself just off the middle and patted the bed next to her. Lynn let go of my hand, walked on her knees across the mattress, and sat down next to Kate. They embraced. I slid in behind Lynn and rubbed the nubs of her breasts in the palms of my hands. Kate and I spent quite some time kissing, sucking, and playing with Lynn's body. Our hands explored every crevice and body part. I repositioned myself between the two ladies at their knees. They stayed preoccupied with locked lips and massaging hands. I spread Lynn's long legs with one high in the air, knocking her back onto the pillows by lifting one up and over my head. They laughed as Kate also fell forward on top of her.