0 comments/ 52672 views/ 2 favorites That's What Friend's Are For By: FLAMINLESBO6969 I was sitting in my room crying for about the 5th time this week. It seemed that nothing in my life was going right, then today I found out I wasn't the one that was going to get that big promotion that I so badly needed. About the only good thing was my best friend Katie insisted on taking me out tonight to help me forget all of my problems. She got there at about 6 that evening and looked absolutely gorgeous. I started to feel a wetness between my legs, that kind of made me feel weak in the knees. This was my best friend that I was thinking about in this way. "Nicole!", she said in an aggravated tone, "You need to get it together, now come on we are gonna go out tonight and have lots of fun. I have something that I wanted us to try later, too." This had my curiosity "What are we gonna try later?" "Let's just say, I want you to see what best friends with benefits is all about." I was shocked. Was it really that obvious that I was attracted to her in that way. I had been trying to deny it for the longest time. Maybe she felt the tension too. I felt the strongest sexual tension whenever she was close by. I was so aroused by all of this that I wanted to rip her clothes off right then and there. But I restrained myself. I was certain that this was gonna be a night I'd never forget Katie took me to this bar called Club 69. We had a few drinks and loosened up. I suggested that we shoot a few games of pool before leaving. I knew it was time to go when Katie; who was feeling no pain right about now, came over and whispered in my ear "Let's get out of here, I want to really make you forget your problems and show you why I am your best friend." No questions asked I said "Let's get out of here." Once we got in the car, Katie started to rub my leg, then she leaned over and gave me one of the most passionate kisses I had ever had. I wanted her so bad I didn't care where we were. My cunt was aching for her touch. Then just as soon as it started she stopped. "Nicole, baby, there will be plenty of time for foreplay when we get home. That was just a preview of what is yet to cum." With that we drove back to my place, the sexual tension driving me absolutely crazy. I thought for sure that my wetness was leaking all over the seat. I was on fire and only Katie could quench my desire. In what seemed like an eternity we finally made it to my bedroom. I went into the bathroom to freshened up, when suddenly she was behind me. I could feel the heat from her extremely hot body. First she started messaging my shoulders, then she started to lightly kiss my neck, driving me absolutely crazy. I turned around to look at how beautiful she was and instantly her mouth was on mine. Pushing me over to the bed while she made love to my mouth with her hot tongue. She started undressing me and kissing me everywhere, but where I was yearning to be kissed. She was so incredibly sexy, I almost couldn't believe this was happening. "Now it is your turn to undress me, Nicole. I know you have been hot for me for the longest time. I was just looking for the right time to show you that I feel the same. Show me how much you really want me." "Oh, Katie I can't wait to dive in to your wet pussy, I want to taste you so bad." And with that I hungrily rip her clothes off. We start making out. She is playing with my tits, while I start to finger her sopping wet snatch. She cries out as I get rougher. I am now suckling on her hard and erect nipples and finger fucking her nice and hard. Then suddenly she says "I need to eat you now, lets do 69." I am delighted with her suggestion. We start hungrily feeding on each others hot and wet cunts. I love how she smells and tastes. She is driving me wild, I end up cumming right in her mouth. She licks up every bit of my juice. My orgasm rips right through me and I and trembling just by her touch. Feeling the intensity of my orgasm, and the fact that I am now fingering her in her G-spot and licking her clit in circles, sends her into overdrive and she cums right in my hand. I lick my fingers I love the taste of her so much. "How did you like that Katie?" "It was awesome Nicole, I am so glad we made love like this tonight. I hope I made you feel as good as you made me feel." "Oh, my God I have never cum so hard in my life, I have been wanting you to do that to me for the longest time." "I know, sweetheart. Let's go to sleep now, you wore me out." We end up falling asleep in each others arms. We are still happily together. It is great having a best friend with benefits. That's What Friends Are For It could have happened any day. Amy and I regularly hang out at my apartment. Usually, we just watch TV and talk, but today was different. Today, Amy touched my hand and looked into my eyes and I knew that she wanted to take our friendship to a whole new level. She leaned in and just touched her lips to mine. Her lips were soft, softer than any I had kissed before. I found myself leaning in closer and wanting more. Her tongue slid into the seam of my lips. I opened with a gasp and she darted her tongue into my mouth. I felt her licking at the inside of my lip, before she stroked my tongue with hers. With a slight moan, I stroked her tongue back, massaging it to let her know how much I liked what we were doing. Her hands cupped my face as she guided me to lay back on the couch. She was over me, kissing me and making out with me like we were teenagers. Amy came up for breath and smiled down at me, "I've been wanting to do that for years, but never had the courage to." Her voice was thready and shaking. I stroked my hands up her arms, "I never knew. I don't know how I'd have reacted if you'd asked, but I'm liking this right now...a whole lot." I smiled back up at her. Amy leaned back down to me and kissed me again. "I have some ideas of what I'd like to do with you," she whispered against my lips, "but, I'd like some more space to be able to do them in. Is there any way that I can convince you to move this to your bedroom?" With that she lightly nipped my lower lip, making me whimper. "I think that can be arranged," I whispered back. We moved down the hall to my bedroom. The entire, though short, trip, we touched and fondled. I pulled off Amy's t-shirt, while she kissed my neck. She rubbed my pussy through my jeans, as I pinched her nipples with my fingers. I was soaking wet by the time we made it to the bed and I think she was too. I started to climb into the bed, but Amy stopped me. "I think we are wearing way too many clothes to be laying in bed, don't you?" I turned to her with a coy smile. "Then, I guess you'd better do something about that." Amy's clothes hit the floor. She pulled my t-shirt over my head, revealing my pink, lacy, demi-cup bra. My nipples were already standing at attention. Her hands slipped down my body to the button of my jeans; I felt it pop. The zipper whispered its way down. Her hands were on my hips, pushing my jeans and panties down in one motion. She sank to her knees and helped me step out of my clothing. As I started to put my leg back down, she gripped my ankle and put it over her shoulder. My balance seemed about to fail me, when I felt her heated breath on my bare, soaking wet pussy. Her tongue tickled my outer labia and wiggled its way between my lips, making a bee-line for my clit. My knees started to go soft at the first stroke of her tongue. I moaned and gripped her head for balance and to keep her mouth on my pussy. I was grateful for the bed behind me a moment later. Amy sunk two fingers into my pussy. I was so wet, that they slid right in. She sucked on my clit and let me feel her teeth. I collapsed onto the bed, moaning, shaking and cumming. Amy licked me until I came back down. She kissed her way up my body to my mouth and kissed me again. I could taste myself all over her lips and tongue. I smelled my pussy on her cheeks and chin. Arousal hit me again and I felt my pussy flood. I pushed Amy off me and onto her back. From conversations we'd had about sexual partners, I knew that Amy had very sensitive nipples. So, I attacked. I sucked her left nipple into my mouth and rolled her right nipple between my thumb and forefinger. Her nipples were large and tight. She gasped as I bit down, lashing the very tip with the tip of my tongue. I kissed, licked and sucked my way down Amy's body to her pussy. I could smell her arousal. Her pussy was weeping for relief. I slid a finger into her sopping wet slit. Her eyes rolled back into her head and she moaned. I started to work over her pussy and lightly stroke her back to her ass. Neither of us had heard the front door open or close. We were so involved in our own lust soaked world that, we didn't even hear my husband undressing or stroking himself from the doorway. As I spread Amy's pussy open, I felt his hand smack my ass. "Bad girls," he growled. "You should have waited for me to watch the show." He pushed the head of his cock between my legs. He rubbed all along my pussy, his head hitting my clit. "Now, I get to join, but next time," he continued to thrust his cock along the outside of my pussy, "I had better be invited to watch and join if I want." I had stopped playing with Amy's pussy. "Put your head back down and make her cum," Ryan ordered. His voice was low and soft, but there was no mistaking the order. I lowered my head and continued to lick and suck Amy's pussy. I could feel him behind me, his cock thrusting slowly against the outside of my pussy. Every once in a while he'd murmur an instruction and I would hurry to comply, many times earning me a lovely little smack on my ass. I knew my ass was blushing and my pussy gushing against his cock. I stuck my fingers back into Amy's hole and started to work over her clit. She thrashed her head back and forth, gripping my head to hold me in place and moaning loudly. I knew she was close and I felt Ryan's cock slip into my pussy at the same moment...just the head. I stopped to enjoy the feeling of him inside of me at last, but he stopped too. He held just the head of his cock inside of me until I started on Amy's pussy again. With each of her moans, he pushed another inch into me. As I realized what he was doing, I started to lick and finger fuck Amy faster. Her moans became a continuous soundtrack to Ryan fucking his cock in and out of me. My pussy contracted around him, gripping his cock and trying to suck it in deeper. "You are so fucking hot, you know that," he whispered. "Do you like her pussy?" All I could do was whimper for him. "Do you know how much I love watching you fuck her pussy with your face?" I moaned this time. He continued to slowly fuck his cock into me. "I'm going to fuck you until you make her cum. Do you understand that?" He slammed into me and I raised my head to pant. It felt so good to have his cock so deep in me. I went back to Amy's pussy and redoubled my efforts. I was so close to cumming myself, but I knew that Ryan wouldn't let me cum until Amy did. I reached up and pinched her nipples with one hand, my other hand still buried, two fingers deep in her pussy. I extended my pinky finger and plunged it into her ass. Her moaning and thrashing became more frantic as I sucked, nipped and licked her clit. I could feel her pussy becoming more and more wet. Her breathing changed and soon she was panting and begging. "Please, don't stop. Don't stop," she whispered over and over. "Do you hear her? Do you hear what you're doing to her?," Ryan growled. "Do you feel what you're doing to me?" I knew what I was doing to him. I felt his balls draw up and his cock get harder. I felt his thrusting loose a little of its smooth rhythm. I was frantic. My orgasm was right there. I could go over at anytime, but I wanted to take them both with me. I bit down on Amy's clit and clamped my pussy down on Ryan's cock. The both paused a moment, then started to fuck back faster than before. Amy's hips were grinding into my face as she humped against me. Ryan's cock was pumping into me in a blur. One more nibble on Amy's clit and muscle contraction around his cock and we were all off. I kept me fingers buried in Amy, but had to lay my head on her thigh as my orgasm washed over me. I panted and my eyes rolled back into my head as my pussy fluttered around Ryan's cock. I felt his cock spurt cum deep inside of me. He stayed inside of me a long moment after his final contraction. Slowly, he pulled out of me and collapsed to the bed beside me. I looked at him with a sly smile. I then turned my head to lick Amy clean. She moaned a little as I pulled my fingers out of her. I scooped a load of cum onto my tongue, turned to Ryan and kissed him deeply. He groaned against my lips. "Now, we both know what she tastes like," I told him. "Yes, yes we do. Next time, I get to watch the whole thing," he reminded me. I looked up at Amy. Her eyes were slightly glazed. "Oh yeah," she whispered. "Next time." That's What Friends Are For! Terry and I had just finished eating lunch when the phone rang. “Hello.” “Oh high Betty just a minuet!” Terry gave me a funny look and gave me the phone, “Hay what’s up?” “Oh, Sam I drove the car home from shopping and there is water all over the dive way. You know Scott is out of town for the next two weeks and, well I was wondering if you would come look ate it for me.” “Yea, give me a bout a half hour and I will be over.” I gave the phone back to Terry. She gave me that look again. We had planed a nice day home alone. “Ho Terry you know if you called Scott he would come help you! Come on lets go.” “No I have things to do here. You go but try not to take all day!” I pulled up and gave the horn a bump. I got out and was getting my tools out of the back of the car when I heard the screen door slam. “Hay you! Thanks for coming! I don’t know what I would do with out you while Scott is gone!” “Well that’s what friends are for! I know Scott would,” I turned to look at Betty setting my toolbox down and almost shit! “A, I a know umm, Scott would do the same for Terry!” Let me tell you Betty is five foot three and at thirty four has a hour glass figure that would make any mans dick hard! She has 34bs that I had only seen in a one piece swimsuit once in the five years I had known her and legs made in heaven! Now here she was walking up to me in a halter-top that just barely contained her tits as she walked and some very short, shorts. They hugged her hips and were so low I insanely knew she had to shave or I would be seeing some pubic hair. They had big leg openings that stopped just below her sweet ass cheeks! I had drooled over that ass more than once as I watched her walking in tight pants, but this was different! I couldn’t help but look and I let my eyes run over her licking my lips as she came up to me putting her hand on my shoulder. We had always flirted and played with each other and the relation ship between her and Terry was making my life a whole lot more interesting! “Um, well I have had to call you a few times and you always come for me!” I started to laugh, “Well not yet I haven’t!” She gave me a shove, “Oh shit Sam don’t be funny! We had reached the car, “Ok, ok, plop your sweet little ass in there and open the hood!” Betty opened the door and I watched as she sat down. She kept on foot out side and the other one she slipped in with her. This let the leg of her shorts open up as they pulled tight into her crotch! I almost choked as she leaned forward and lifted the out side leg just a little letting the shorts slide to one side! There it was just bare pussy! “Ohm!” Came out of my mouth and I looked up and into her eyes! Neither of us said a word but she knew what I was looking at and made no effort to cover her self! “Ua, go a head and start it!” I watched as she started the thing and it started pumping water out of the water pump! I leaned into the motor looking at what I need to get then pulled back again looking first at her lovely face then back to her crotch! “Um, ok shut it off!” It’s the water pump. We can have you going in no time! I will run down to the parts store and get one. You call Terry and see if she wants to come over. This will take a couple of hour’s.” Betty move to slip out of the car and the leg of her shorts pulled all the way across her pussy exposing it completely! Her lips were closely shaved and puffy and pink as her shorts fell back to cover it up! I moved away from the finder of the car letting my had dick push my pants out and made no effort to cover up the fact that she had made me hard. Betty’s eyes darted to my bulging pants then back to my eyes. She moved past me letting her right tit slide across my arm her full cleavage catching my eye as she moved past me! “Ok Sam that sounds good to me. I will pay you for the parts when you get back!” I watched her ass as she went to the house, “Hurry back!” she said and I did! Dam near braking all the speed laws as I went to the store and back! I pulled back into the driveway and when I got to her broken car Betty was standing in the open door pushing the screen open and shut. She pointed to the phone and mouthed, “Terry!” I just knobbed to her and started working. I slid under the car starting to take things apart when she walked out of the house and over to the car. She stopped by my feet and leaned on the finder. “Terry said she was cleaning. She might come over later but for now she is staying home.” I slipped out just a little and looked up, up her legs and right into her pussy as she stood there with her legs open leaning on the car. I moved just a little more and was looking up her blouse to! God her nipples were a dark pink and again I felt my dick stiffen in my pants! “Um ok!” I reached for a wrench tearing my eyes from the view I was getting! “Is it ok if I hang out with you while you do this?” she asked. “I’m board and dam tired of being alone all the time!” I looked back up her legs, “Sure, I would like it!” her shaved lips were looking at me as I turned a bolt on the old pump. I could feel my dick twitch in my pants! “Sam,” I looked up beside the motor at her face and realized she had been watching me look up her shorts, “Are you looking up the leg of my shorts!” she asked. “In all the time I have known you I have never seen you dressed like this with out Terry around! It is very, very hot and yes I am looking!” I slipped out now looking up her legs and into her face as she moved to put one foot on each side of my head. “You like what you see then?” “Um, yes very much! You know how I feel about you!” She stepped back putting her feet by my hips then she dropped down to her knees setting on my chest! Her Pussy was so close to my face I could smell it as she slid down my body before leaning over kissing me full on the lips! I held her to me feeling her breasts as they mashed into my chest! She pulled back from me biting her lip as she looked around at the house next door. Betty stood up, “Ho God Sam I’m sorry!” She ran into the house, the door slamming behind her! I got up following her into the living room. She was standing with her hands over her face crying softly as I came up to her. Her head was down letting her blond hair fall over her hands as I put my hand under her chin lifting her head to look into my eyes. I kissed her softly on the lips and then each eye before going back to her lips! “Betty honey look at me.” She looked up into my eyes as I held her close to me chest feeling her big tits pushing into it. “We, um well I like looking at you! I like it a lot! I like that you think enough of me to let me see. It’s just kind of a shock! I mean I know I have seen you and we have played but never by our selves, umm with out Terry. What’s going on?” I kissed her up turned lips again then I pulled her down so she sat in my lap as I sat on the couch. My hard dick pushed into her soft ass through or close. She put her head on my shoulder as I held her. I looked down to see the top of her left breast had pushed out of her top so far I could again see her nipple. “Oh Sam, I don’t know! It’s just that you are always there for me and you always look at me like, umm well some times when you look at me I can see you want me. I mean you take my cloths off with your eyes!” she raised up a little and I got to see more of her nipple! “I’m alone all the time.” She started to cry. I moved the arm I had around her waist up her bare back pulling on her top until her breast came completely out of her top. I lifted her face up to mine again kissing her softly on the lips. Betty pulled away from me and stood up. She turned to straddle my legs and came back down setting on my lap me facing me. Now her clothed pussy was in contact wit my dick and as she settled down on me she ground into it. She put her lips next to mine sticking her tong deep into my throat! We kissed and held each other like that for a long time and she just kept grinding he pussy into me. She was still sobbing softly as we kissed. I ran my hands up her back pushing her top up as I did. I slipped them around to cup her breasts enjoying the softness of them and how her nipples hardened under my touch! I kissed my way down to them pulling first one nipple and then the other into my mouth. They were fire hot as I sucked them! Betty let her head fall beck her hair cascading down her back exposing her long neck to my lips as I kissed my way back up to her chin and he her waiting lips! Now she was grinding into me harder and I could feel that her nether lips were open and that the bulge of my cock had slipped into its crevasse through our cloths! Now she was grinding her clit on me! “Betty honey here wait!” I said trying to lift her up a little moving my cock more into her crotch! She slipped back down over my clothed cock again grinding into me, “Oh God Sam of honey I’m so close! I, I Oho God here umm ohhhhhhhh yes!” Betty went over the top dry humping the bulge in my pants, “UMMMMMMM!” She was shaking as she nuzzled her lips against my neck kissing and biting me as she finished! I lifted her face up kissing her. “Oh Sam god what the hell am I doing? We can’t do this!” she looked at me like I had two heads! I ran my hands up her back pulling her back into my chest. She didn’t resist me at all as I kissed along her neck and down to her still exposed boobs. I licked her nipples and then went back to her soft wet lips. She trembled in my arms as I held her close to me. I whispered softly in her ear as I held her tightly to me, “So far the only thing we have done is a little heave petting. I liked it very much but it will go no farther than this until you want it to.” I kissed her earlobe taking little nibbles feeling her get goose bumps from it, “When you see me looking at you know in your hart that I want you, know that I have felt your heat and that I will take care of it if you let me. Show me as much as you can when I look at you and just enjoy my touch if I find I can touch you!” I kissed her softly, “Now let me up so I can go work on your car!” Marry stood up and adjusted her top back over her exposed breast’s, “What about you?” “I’m ok sweet hart. Just think about me!” I could see Terry’s car coming around the corner; “Here comes Terry!” I stood up and kissed her again, let me go work on that car of yours!” Part 2 A week went by and I didn’t here anything from Betty. I knew the two girls had been talking though and on Friday night at dinner Terry asked me about the next day. “Do you have any plans for tomorrow?” She asked. “UMM, I thought I might go rig up the new sail on the boat. Why?” “Well Betty and I want to go shopping. She is coming over here and then we will go. I just thought you might want to go with us.” “Nope! I can pass on that trip if you don’t mind!” The next morning I woke up early and dressed. I slipped my hand over Terry’s bare ass as I kissed her softly good by and slipped out. I would be a good clear day and I had been looking forward to working on the boat all week. “Besides,” I thought to my self, “After that little event with Betty last week I’m not sure if I want to be there!” I was chuckling to my self as I reached the boat. “Touching her was good though and I can still feel her lips! God I would love to just screw the shit out of her! Oh well that’s not in the cards unless Terry is there with me. But it would be fun!” I laughed! The job I thought would take most of the day only took a couple of hours so I gathered up my stuff and split. I stopped and got a twelve pack of Bud thinking I would have the afternoon and the house to my self! It was about noon and I just knew something sporty would be on the tube. “That’s funny both girls cars are here.” I though as I pulled up on the street and parked. I picked up my beer and walked up to the back porch letting my self in slipping off my wet shoes. There was no one in the kitchen as I slipped my beer in the fridge and moved to the living room. I could hear Terry saying something from the back of the house and walked back to surprise them. I didn’t make any noise walking on the carpet in my socks thinking I might get to scare them. I could hear Terry now, “What the fuck were you thinking Betty?” Betty spoke back to her in a soft voice; “I’m sorry sweet hart. He was a perfect gentleman. He wouldn’t do it! I tried every way I could think of and he didn’t touch me! All I wanted was to be fucked and he wouldn’t do it!” I stopped just out side the bedroom door as I listened to them talking. I moved slowly then froze as I saw Terry and Betty’s reflection in the dresser mirror. Terry had her back to it and Betty was setting side ways so that she could not see my reflection. Both girls were dressed in wearing long thin floor length dresses. “Ok just take off your panties.” Terry told Betty. She moved up a little lifting her summer dress up and hooked her thumbs in the waistband then pulled them off. Terry moved close to her and stroked her face. “You want to get some dick don’t you?” she asked. “You know I do! You know I’m going crazy wanting some,” she looked up at Terry, “Some dick! “Do you want some of Sam’s dick?” “Yes!” “Well he’s not here but I am! Would you like some of my dick!” Terry was kind of breathless as she spoke and her hand dropped down from her friends’ face to her shoulder, “Would you like for me to fuck you with my dick!” Terry lifted her dress up in the front. She pulled it up slowly until she uncovered a big pink cock! It was hooked into a harness and I could tell from the way she was wearing it that it was pushed as deep into her pussy as far as it was hanging out in front of her and that was at least ten inches! It must have been three inches around as Terry stretched her fingers around it, lifting up close to Betty’s face. “Oh God Terry it is big!” Betty said. “Get up on you knees sweet hart!” Betty stood up and crawled up on the bed leaving her dress-covered ass sticking up in the air. Terry lifted Betty’s dress up over her hips letting it fall over her back. She moved up close behind Betty taking each of her ass cheeks in her hands Pulling Betty open exposing her to both of our eyes’ as I looked at them in the mirror. “Oh you are wet sweet hart! Umm I’m going to love fucking you!” Terry was pushing and pulling on the big rubber dick as she played with Betty. “She’s fucking her self with it!” I realized as I looked around the corner at the two girls! Terry worked her dick into Betty’s pussy sliding it up and down over her wet hole. She got the tip good and wet then moved to Betty’s open hole and slowly pushed it into the girl! “Oh god Terry it’s to big! Ooh! Wait O!” Terry pulled back and moved to my drawer. She got out my KY and moved back to Betty’s up turned ass! She gave the tube of lube a big squeeze covering Betty’s open pussy with the stuff then moved back with the rubber cock. She slipped it back into Betty’s open Vagina hole and slowly pushed it into the girl! “OHHH GOD SLOW! Go slow baby!” Terry took Betty by the hips and began a slow in and out movement pushing in and grinding her hips in circles before she pulled back and pushed in again. They fucked like this for a long time both of them panting and groaning when Betty moved away from Terry letting the dick plop out of her. Here I want you on top of me! Oh Terry you bad, bad girl I want you to get on me and fuck me!” Terry pulled her dress over her head then pushed Betty’s dress up over her tits as she moved over her and between her open legs. Now I could see as she slipped her dick back into her girl friend. Terry started a steady fucking motion moving in and out as they began kissing each other! Betty wrapped her legs around Terry’s hips pulling her deeper into her pussy! “Oh God yes fuck me! It’s been so long ooh fuck meeeeeee!” Betty was grunting as she spoke to Terry! My dick was so hard I thought I would pop right there in my pants! I didn’t even think I would need to touch my self as I watched these girls fucking, thrusting, banging into each other! Betty started cuming pushing up hard into Terry. I could see the dildo slip in to the hilt as she began to grunt! It was too much for Terry and as she picked up the pace fucking Betty even harder she came to! Both girls were grunting as they kissed each other, sucking each other’s tongs as mashing their lips together! I came with them as I slipped my cock out and stroked it just a few times! I blew my load into my hand as I watched them finish! I slipped out a handkerchief and wiped my stuff from my hand as I watched them kissing as they came down from there cum! I slipped back a few steps before turning to slip back into the kitchen and out side. I was so turned on I was shaking as I went to the garage. I opened the truck door then slammed it making a lot of nose. I slammed the door to the house making even more noise trying to give them a chance to get them selves together. “Hay is there any one here?” I called. “Be right there! We are trying on some of the stuff we bought!” Terry called to me. Betty came into the kitchen first. Her face was flushed and she was playing with her hair as she came in. I looked at her smiling as I moved over and pulled her into my arms kissing her hard. She kissed me back then pushed me away. “Wow well hello to you to!” she said Terry came into the room and I knew she had needed the extra time to take off her dick as she called it. I pulled her to me kissing her just as hard as I had kissed her friend! “Umm that was nice! Good to see you to!” “Oh lady’s it is so good to see you two!” I said as I started making plans to fuck them both! After all, That’s what friend’s are for! That's What Friends Are For Iain exhaled slowly. His eyes were focussed at some random point in the middle distance and his hands gripped the steering wheel of the stationary car. It was done. It was over. Ended. He tried to analyse his feelings before he set off on the twenty minute journey to his home, and his wife. They didn't make a great deal of sense. The main feeling was one of relief, then sadness, then optimism, regret and an overwhelming sense of having been a complete idiot - coming back to relief: relief that it was over. Had he loved her? God knows! I've been alive for well over fifty years and I'm buggered if I know what being in love is. But that wasn't quite true was it? Iain knew that there was something different about his feelings towards Jill, his wife. Something that hadn't been there in the few months he'd been seeing Eileen. Then again, there was something in his relationship with Eileen that isn't there with Jill. He smiled to himself and shrugged. He'd really miss that. No, REALLY miss that. His eyes refocused on the dashboard and he started the Audi A4. As he pulled away from the car park in Eileen's block of flats, he thought that it would probably be for the last time. The car park had become so familiar to him. It was where he'd first kissed her. Christ! It was like being a teenager again - snogging in the car after I'd given her a lift home. He turned on the radio, wanting to get Eileen, and that image of their first kiss, out of his head. It was over. The next thing he knew he was sitting on his drive, turning off the car ignition. Iain shook his head as he opened the door, grabbed his laptop from the back seat and headed into the house. How many times have I driven home from work on autopilot? One day it'll get me! He let himself in, closely followed by the cat, and called out to Jill that he was home. He contrasted the silent reception with what it would have been like walking in fifteen or twenty years ago, when he would have been bombarded by his son and daughter, anxious to tell him what they'd done at school. Long gone, with careers of their own, Iain still thought of this as their home -- even if they didn't. Then in the silence, he heard Jill's voice, and realised she was on the 'phone. He dropped his bag as he walked into the study, and she looked at him and smiled -- mouthing that she was talking to her mum. He waggled his wrist by his mouth, asking in sign language if she wanted a drink. She nodded a yes, her eyes indicating that a G&T would probably be more welcome than the "C for coffee" shape she made with her hand. He made them both some coffee and dropped Jill's on the desk. As he did so, she raised her eyes to heaven and shook her head. Iain could hear her mother droning on through the earpiece. He just smiled and went to watch the news. He was halfway through the usual Channel 4 doom and gloom by the time she came and sat beside him. "That sounded even more one sided than your mum's usual conversations." He gave her a hug and a peck on the cheek. "It wouldn't be so bad if it was something new, but it's just the same old stuff." Iain squeezed her hand in a gesture of support and asked what was for dinner. Jill just said that as he'd mentioned he'd be a bit late, she'd just get something out of the freezer. "Ah sod that, let's go out to the Italian." Although going to the local Italian restaurant was nothing unusual for them, Iain had changed his life in the past hour and wanted to mark it. After a second or so, she nodded and agreed that it was a good idea, so they both finished their coffee and went to change. Iain sat on the bed watching his wife faff around with makeup and lipstick, and talking about her mum's call. Their conversation was easy, certainly easier than the conversation he'd had with Eileen a couple of hours ago. Then again, when you've lived with someone for over twenty years, conversation should be easy. He looked at Jill, and despite every effort, his mind couldn't resist contrasting her with Eileen. The two women were within months of being the same age, Jill was definitely the better looking of the two; he loved his wife's hair. Short, blonde and really well cut and styled. But the better body belonged to Eileen. Though both women's bodies had suffered the ravages of having kids, for whatever reason: genetics, exercise, diet or just good luck -- Eileen's body was more like that of a thirty something, rather than a fifty something. But it didn't matter to Iain, as she concentrated on eye makeup and talked about her mother (why ARE women so much better at multi-tasking?), he loved her to bits. On impulse he jumped up and put his arms around her, looking over her shoulder at themselves in the mirror. She put down the eye liner, sighed heavily and looked at him in the way she had looked at the kids when they were five and had done something wrong. He kissed her neck. "Hmm, maybe we should forget the Italian and just go to bed..." The disapproving look intensified and Jill shook her head: "Please don't..." And THAT was the huge difference between the two women. He hugged her: "Okay, I just wish you'd tell me why." He smiled again to show that whilst it was an issue, she was off the hook for an answer. She decided her make up was done, and turned to him. She gave him a hug, accompanied by a sigh and then a short kiss. "I keep telling you, I don't know. I'm sorry." Another sigh, "Come on, let's go and eat." They set off on the short walk to the restaurant and Iain instinctively picked up Jill's hand. He thought back to one of the first times he'd gone out with Eileen. As they had set off walking he had grabbed hand. She giggled and said that you could always tell who were the married couples and who was having an affair, because the lovers always held hands, and talked all the time. Iain hadn't replied at the time but reflected that that certainly didn't apply to him and Jill. They had always held hands, and certainly were never short of conversation. Maybe it was just a reflection on Eileen's marriage and its break up. The restaurant was quiet and Jill and Iain got a table in the corner. Jill loved it, with her back to the wall she could people watch to her heart's content. They ordered and as they sipped their drinks he stroked he hand. Just as he had done for over 20 years. "You know I looked up your... OUR ... problem on the internet yesterday." She gave him a concerned look: "What did you Google? 'Why isn't my wife obsessed by sex like me?'" He ignored the implication that it was him that was the problem. "It's actually really common. It affects a lot of women and some men too. And I Googled 'Loss of libido in 50s'" Before she could make a sarcastic comment he went on, still stroking her hand and smiling at her: "Surprise surprise, it's a complicated issue -- partly physical, partly psychological -- and cases differ." "So you think I'm a basket case?" Her eyes smiled at him. "Of course you're a basket case. Why else would you have put up with me for twenty odd years?" He opened his mouth to continue, but she interrupted: "Please don't do this. I don't want to see a counsellor. I don't know why I just don't want to do it anymore." She paused and smiled at him. "I keep telling you to go and find someone else." "And I keep telling you I don't want anyone else." But before he could continue with the conversation they had repeated more times than he cared to remember, the waiter brought a foursome and sat them at the next table. Iain smiled and winked: "Saved by the bell ..." Iain had left for work and Jill had a pretty full, if not particularly strenuous or exciting last day of half term. Next Monday she'd be back at school -- though she only did four days a week since the cuts, and that suited her. Money wasn't a problem for them, and she liked the long weekends that Friday's off gave her. She was just thinking about getting herself showered and dressed when her mobile chirped an incoming message. Anne's request that she meet for coffee was most welcome -- it would break up the day nicely and would fit in with shopping she had to do. She texted back a time and place, and set about getting ready with a lot more enthusiasm. She really enjoyed Anne's company, and was looking forward a good natter with her best friend. As Jill arrived at the coffee shop, Anne was in the short queue so she took Jill's order and Jill found two comfortable seats at the back of the shop. They sat and caught up for a few minutes, but almost immediately Jill sensed something was worrying Anne. Jill looked at her friend, who'd probably kept in better shape than Jill had, but she just looked a bit worried. Jill decided to take the bull by the horns: "So, when are you going to tell me?" Anne looked puzzled: "Tell you what?" "Tell me what the hell is worrying you?" Anne asked if she was really that transparent, but Jill said nothing and just raised her eyebrows. "It's Paul." "Oh my God, he's not having an affair is he? Or is he ill?" "No, no -- nothing like that. At least I'm pretty sure it's nothing like that. I ... erm ... he just doesn't seem to be interested in me anymore?" "What? You two are great together. He adores you." "Oh I know, we enjoy each others company, we laugh and joke but ... he's just not interested in me." Jill just looked at her friend, letting the silence prompt her. "We haven't done it for ages. And the last time I practically had to force myself on him. I was so desperate I even looked up the problem on the internet." Oh God, you as well? Jill's thought was so loud she wondered if she'd actually said it out loud. But Anne went on: "It's actually quite common apparently." You don't say! "I know this is a really personal question but, how often do you and Iain .... you know ..." Anne let the question tail off. Now it was Anne that was using the silence to get information. Jill just started to burble "Umms", "errs" and in the end settled for "I don't really know." "Okay, well, when was the last time you did it?" Jill couldn't remember a time when she had felt so uncomfortable, but Anne was her friend, her confidante. She took a deep breath, and in a barely audible voice, said: "I think it was about three years ago ..." The third bout of silence in the short conversation was not one where someone was waiting for an answer. It was a stunned silence on one part, and a feeling of shame on Jill's behalf. Jill's thoughts raced: Why should I feel ashamed? Inadequate? It's not my fault .. my body just doesn't want to do it. Why should I force it? Then she took another deep breath: "You're right, it is quite common. And actually, more common in women than men. I think Iain googled the same stuff as you." "Oh you poor thing ..." Jill half smiled: "You don't get it do you? Don't feel sorry for me -- it really doesn't worry me -- and that's the problem." "So Iain is like me?" Jill nodded. The two women talked on, gradually feeling more comfortable with the difficult conversation -- but each one finding it hard to understand the other. A few days later, Iain got to the end of a chapter in his book, turned off the bedside light, and turned over putting his arm around Jill as he did so. She snuggled up with her back towards him -- feeling his warm body and arms envelop her. Whilst in no way a fitness fanatic, Iain had looked after himself and she could feel his muscular biceps and forearms. "That feels nice." "I'm glad." No matter how long he thought about, Iain couldn't rationalise the obviously warm, affectionate feelings she felt for him with a complete lack of any desire for sex. He knew what would happen if he pushed it -- they would end up sleeping as far away from each other as it's possible to get in one bed. He was just thinking about moving his hand to caress her breast when she spoke: "I was thinking it's such great weather at the moment; can you swing Friday afternoon off. We can meet at a pub for lunch and go for a walk or something." "Yeah, I've not got a lot on at the moment. Yeah, great idea, let's do that." "Good. I'll think of somewhere to eat." Iain glanced at his watch. Five to twelve -- time to go and meet Jill for a lazy afternoon. He shut down his laptop and left work feeling really good. He was looking forward to a light lunch and a leisurely stroll in the sunshine. The fifteen minute drive to The Hunter's Rest was done with the windows down and wind in (what was left of) his hair. He looked around for Jill's car in the Car Park, but he'd obviously beaten her. He walked into the pub's garden and looked around. He did a double take -- Jill's friend Anne was sitting at a table idly flicking through a magazine. "Do you come here often?" She jumped -- he'd obviously startled her. Then she looked up and smiled: "What are you doing here?" "Meeting Jill for lunch. What about you?" "Ditto -- well, meeting Paul. He's got the afternoon off." Iain was just about to remark on the coincidence, and when his phone chirped a message. He was smelling a rat before he'd even read it. Sry. Got called into work. Enjoy your afternoon of freedom. Love you always, Jill x. Iain's mind raced -- that message was one of the strangest he'd ever got. 'Afternoon of freedom?' What's that all about? And Love you always was a bit OTT for Jill (it was normally just 'Love, Jill x'. He was just about to tell Anne that Jill wasn't coming when her phone buzzed. Before she even read it, Iain said: "Paul's not coming!" Anne read the message. "How did you know?" "We've been set up! Jill's cried off too." Iain felt a tightness in his chest, as what was happening got clearer in his mind. As he watched Anne, he saw her face change as the situation dawned on her. Iain sat down on the picnic table bench next to her. "Did Paul say anything odd in his message?" She looked at him, nodding her head slowly: "He said for me to 'make the most of the afternoon and do anything I want.'" Iain felt nauseous with tension. Is Jill really giving me a free pass with her best friend? Is Paul doing the same for Anne? Jill looked at Iain, trying to read his expression: "I take it that Jill has mentioned to you that you and I have a similar ... err ... situation?" Iain's face broke into a half smile: "I gather we both googled the same thing -- with the same results. A big fat 'tough' -- or see if you can persuade your partner into counselling, or into a course of pills. And Jill's way too private to discuss something like this -- and I don't want her on any hormone pills." Anne smiled at him and nodded. She'd known Iain for years, and he was just as much a friend as Jill was. She watched him as he talked, fair hair now more grey than blonde. He'd put on a bit of weight, but was probably in better shape than Paul. She was brought out of her thoughts by a question, and by the fact that Paul had stood up. " ... drink?" She asked for a spritzer, and watched him go. Hmm, nice bum. Iain looked back out of the window as the guy behind the bar got their drinks. Anne looked good, not as naturally attractive as Jill, but Iain knew she was a bit of a gym freak. Her body looked good, and the blouse was tight against what Iain guessed were a very nice pair of ... what? 36C's? He took the drinks out and asked her if she wanted anything to eat. She laughed and said she was starving, but right now, food was the last thing her churning stomach wanted. "I know what you mean. So what shall we do?" Jill looked at her watch -- 5:30. She had no idea what time Iain would get back. She had weeded the back garden on autopilot -- she hadn't really had to go into school of course. Her mind had raced all afternoon trying to work out if she'd done the right thing. She wanted to save her marriage, and she was almost certain Iain had had, and maybe even was still having, a fling with someone from work. She'd turned a blind eye to it because she knew it was her own fault. But even with that threat she couldn't bring herself to have sex with Iain. It wasn't that sex had been bad with Iain -- in fact on occasions it had been spectacular. But that was someone else's life -- not hers. Another Jill -- not the overweight, saggy boobs, frumpy, old looking Jill sitting in the garden imagining her husband with her best friend's legs wrapped round his waist. Why won't that image go away? When it did go away, it was replaced by one of Iain plunging into Anne from behind, and Anne screaming "Yes, yes, yes!". Oh God, what have I done? Her mobile rang and broke her mind out of its confusion of images and worries. "Hi, how are you doing?" Paul sounded as tense as she did. "Don't ask. Did we do the right thing?" "Well, like I told you; I was pretty sure Anne was going to have a fling with a bloke from the gym. And I'd much rather it were with Iain, and all above board and not sordid. And if it all goes wrong, then it was all going to go wrong anyway." "Yeah! Why does that not make me feel better?" At that point she heard the house phone ringing and was just about to tell Paul when he said had an incoming call and broke off. Jill knew who would be on the other end of the line ... and answered with a sheepish "hello". "You scheming little minx!" Iain sounded quite jolly -- I suppose he should be, he's had his first guilt free shag in four years. "Anne and I are at the Hilton -- come on over and join us, Anne's getting your co conspirator to come too." The Hilton! A hotel! Oh my God they did it! They've probably been at it like rabbits all afternoon. Jill suddenly felt like she wanted to throw up. "Jill? Jill? You there?" "What? Oh yeah, sorry. Okay, I'll be there in a while." She hung up wondering how she was ever going to face them. Despite the fact that Paul had been at work when the call came in, and that he'd gone home and changed, he still arrived before Jill. If Jill was going to sit with her husband's lover, she wanted to look as good as she possibly could. Even if it was her best friend. Paul saw his wife and friend in the corner as he entered the bar. They were all smiles -- both of them looked a bit flushed. Or is that just my imagination running riot? As he got nearer he saw his wife smile and she stood up to give him a huge hug and a kiss. As she pressed her body against his, he jumped back and looked at her. She wasn't wearing a bra. He started to say something but she just and kissed him, then stepped back and winked. Paul's throat was dry. He was suddenly absolutely terrified he might lose his wife. Then he saw that smile, and relived that kiss. A kiss that said "we're okay, don't worry." Before Paul could say much more he saw Iain look up and wave. He turned to see Jill coming towards them. He'd always thought of her as "the pretty one" of the two women. She might be a bit overweight, but she still looked good. And she knew how to dress herself to look good too. Iain almost rushed to meet her, held her close and kissed her. "Come and join us. I think you know everyone." His smile was mischievous, and Anne giggled as he said it. The men went to the bar to order, and Jill looked at Anne. Christ! She's not wearing a bra! Anne just smiled as she saw Jill notice her nipples against the thin material of the blouse. Jill couldn't contain it any longer: "Well?" "Well what?" Anne was enjoying watching Jill squirm. "How did it go?" "What go?" Jill just gave Anne her "stern naughty 5 year old" look. "Oh! This afternoon? Oh yeah, we had a good time." That's What Friends Are For I'll bet you did. Jill's mind saw Iain sucking on those nipples as his fingers played with her soaking wet pussy, and stroked her clit. At that point Iain and Paul returned with their drinks. Iain sat down, took a gulp of his drink, and announced: "I needed this. I'm knackered!" "I was just telling Jill what a good time we had this afternoon," Anne said. "Once we'd got over the shock of being set up, you mean!" There was a silence as all four people looked at each other ... "And?" Paul asked. They really were not going to make this easy: "And what?" Iain asked innocently. "What fucking happened?" Anne giggled at the double meaning, and looked at Iain. "Tell them!" Anne said to Iain. Iain looked at the woman he'd loved for over half his life, and the man who'd been a great friend for a fair few years. "Actually, to answer the question 'What fucking happened?', the answer is -- none." Jill and Paul looked stunned, and Paul managed to burble: "But we're in a hotel. She's got no bra on, and you said you're knackered." Anne giggled again: "Our little joke on you two." Iain was smiling at the expressions on the faces of the two schemers. "Come on, we've booked a table -- let's go and eat!" Anne laughed "I'll see you at the table, I've got to go and put something back on. I think I might poke the waiter's eye out otherwise!" Conversation over dinner gradually relaxed and became something like normal, but all four were aware of the elephant in the room. Everyone was thinking about, and no-one was talking about, what had happened in the afternoon. Jill was just beginning to think she was going to have to drag it out of Iain later on, at home, when Anne said: "Okay you two." She looked at her husband and took his hand and smiled at Jill. Then she took a deep breath, glanced at Iain and went on: "It took Iain and I about half an hour to get over the shock you two gave us. When it sank in we were both astounded. I think it was probably the most loving thing I have ever experienced." She looked at Iain who nodded and picked up the thread: "And love is what it's about...You see Anne and I talked for ages this afternoon and we both think that there's two types of sex. There's making love -- and that doesn't have to be slow and tender and loving. It can be energetic and vigorous too. But it's about attitude, wanting to please each other, and a real cementing of a loving, enduring relationship. And ... well, you know what I mean. But besides making love, there's fucking." Jill spluttered in her drink, and Anne giggled as Iain patted her back. While Iain was checking his wife was okay, Anne continued: "That's more about fun, maybe even being a bit selfish, wanting satisfaction, wanting to give it too. But just enjoying sex with no hang-ups or worrying about orgasms. And trying stuff out ..." When Anne saw Jill and Paul's expressions she stopped: "Don't worry, we're not talking leather, whips and gang bangs ... but ... hmmm?" She looked at Iain and raised her eyebrows. He shook his head: "You bloody tease. Stop it!" He looked at Paul: "How'd do you put up with her? What Anne's trying to say is if, and it's a big if, Anne and I decide to take up your offer, we'd like to think it would just be fucking each other. But sometimes it just might turn into making love. We just wanted to make sure you guys know that. It all depends on mood and ... oh all kinds of stuff." Paul cut in: "So what you're saying is we really should have set you up with a prostitute and some gigolo. Because then there'd be no risk of involvement." "Yes, it's going to complicate all four of our lives, and we wanted to make sure you two understood that." Jill opened her mouth to speak but Paul got in first. The words came easily because he'd already said them to Jill earlier. He said that he loved his wife, wanted to preserve their marriage and relationship at all costs. He also said that he knew sex -- of both types -- was important to Anne, and that while he trusted her, he thought that eventually temptation would just grind her down. He looked Anne in the eye: "I don't want you to have an affair, so this way, you can ... get fucked, make love or do whatever you want and not feel guilty. And by the way, you'll know that I will always be here." Jill thought for a minute, deciding what to say. Deciding if she should mention that she was pretty sure that Iain had already strayed. No, I think that's water under the bridge. In the end she looked at all three of the others and nodded to Paul: "What he said!" "Ooookay!" Iain looked round: "What are the ground rules? This bit is entirely up to you two. We'll abide by whatever you want." Jill gave Iain a quizzical look, and he shrugged: "Are we talking a one off event? If not, how often? Weekly? Monthly? For how long? A couple of hours? Overnight? A weekend? It's all up to you two." Paul exhaled: "Wow! Err well, I must admit that I had not thought of this as a one off. That would be pretty cruel I think. But I certainly hadn't imagined you two spending a weekend together either. What do you reckon, Jill?" "A weekend would be okay if we all went. Paul and I could leave you two alone for an afternoon or something. I don't know... a couple of times a month?" Iain and Anne kept silent. They wanted it all to come from their spouses. Paul went on: "How about once a fortnight for starters, and you can do occasional overnighters by agreement with us both." Jill nodded agreement. Iain looked round to see if anyone wanted to add anything: "Okay! Now about this gangbang we've got planned ..." Jill punched him in the arm. But the comment had done its job and the tension had been diffused. "There's one, actually two, more things." Anne cleared her throat, "Protection. And when." Everyone looked at each other. Jill broke the silence: "Protection is up to you two. You are both responsible adults, well, Anne is anyway..." "Hey!" But Jill went on, "As for when ..." She looked at Paul, then Anne and then her husband: "Why not now? You can both go home and get an overnight bag, a toothbrush and a change of clothes." There was a pause, and Paul agreed that he was okay with that: "After all", he said, "we both thought you were at it this afternoon." Iain looked at Anne, who just shrugged and smiled. He shrugged an "Okay" and hoped the others didn't realise he was getting hard just at the thought of it. Having all agreed that Iain and Anne would book a room and stay the night, the conversation went back to being a bit strained. Iain and Anne were both anticipating a night of passion, while Paul and Jill knew they would subject themselves to a night of worry. But they all felt that what they were doing was the right thing to save their marriages. That's What Friends Are For Author's Note: Welcome to a story that is full of firsts for me. Not only is this my first time entering the Earth Day contest, but it's my first time in the first time category! Now if this is the first time you've read one of my stories, here is my usual disclaimer. I believe a good story is like foreplay, a way to build the heat and make the finale all that much stronger so be warned I take my time, but like to think it's worth it in the end. One more note, A big thank you to Ladyver for editing the story you're about to read. Hope you enjoy it. Lovecraft68 * "Jeez, people are pigs!" Sam said from behind me. "You can say that again," I replied, looking at a dirty diaper that was stuck in a bush. "Christ, I'm glad I'm wearing gloves!" Gingerly pulling the diaper from between the branches, I dropped it in one of the two large green trash bags I was dragging along with me. The first was for cans and bottles, the second for any other garbage I found. "What was it?" Sam asked. "Was it grosser than the nasty sandwich I found that almost made me puke?" "It was a diaper." Turning to her, I grinned. "With nasty clumps of shit, so I think I'm ahead in the gross competition." Sam straightened up from the bush she was behind and shrugged. "Okay, I'll give you that one, but only because we're not done yet and I have a feeling I'll find worse." "We'll see." I pointed. "Remember, winner pays for the next horror movie we check out." "Then save your money. There's a new crappy-looking zombie thing out next week." Sam laughed. "And this time I want a large popcorn, no cheaping out, Justin." "If that's the case, I won't go easy on you. I want a slushy and a box of duds." "You're dating a dud, why would you want a box of them?" Sam grinned, waiting for me to take the bait. Unable to help it, I said, "At least I'm dating someone. When was your last date?" "I'd rather be alone than with a bitch," she replied, removing her Red Sox cap and wiping the sweat from her forehead. "Jen's not a bitch. Why do you always call her that?" "Because she is. Maybe you'd see it of you'd stop thinking about her tits." "What can I say?" I laughed. "She has nice tits." "I know. In fact, everyone knows. It's not like she doesn't flaunt them." "If you had them, you'd flaunt them." I smirked, knowing it was a touchy subject. "I have tits!" Sam snapped, biting on my joke. "I just don't strut around showing them off." "I know," I said, pointing to the pink Red Sox T-shirt she was wearing. "Is that your brother's? It looks too big." "I dress comfortable, okay?" She walked around the bush, dragging her trash bag behind her along with the backpack she'd brought. "I don't need to show what I have." She gave her head a toss, sending her long brown braid whipping around. "If a guy wants to go out with me, I want it to be because he likes me, not because he likes my ass." "You have an ass in those jeans? I could have sworn you left it at home." Sam looked at the back of the baggy black jeans she was wearing. I laughed. "What are you doing, looking for it?" "Why are you being a dick to me today?" she asked, her dark brown eyes flashing. "I'm spending my Saturday helping you score brownie points for that little snot, and you're making fun of me!" "Whoa!" I put my hands up defensively. "Hey, Sam, I'm only busting your chops. Since when did you get so sensitive?" "I am not defensive." She stopped in front of me and dropped the bag "But I get a little tired of the jokes sometimes, and not just from you." She sighed. "At least you don't call me a dyke." "I'd never say that," I told her, coming around the bush. "Who said that about you?" "Those idiots, Joe and Dave." Sam waved her hand. "I should just look at the source and let it go." "I work with Dave. Next time I see him, I'll tell him to cut the shit or I'll kick his scrawny ass." "I don't need you sticking up for me," she told me. "Those two idiots are like Beavis and Butthead. They don't matter." "Matters if you're mad." "I'm just in a mood, I guess, but what matters is you'd stick up for me." She rolled her eyes. "God knows my brother wouldn't." "Hey, that's what friends are for, right?" "Right." Sam looked around the stand of trees in Carson's Park I had volunteered to clean as part of Jen's Earth Day weekend. "And I guess they're for helping to pick up bottles and skeezy trash, too." "Yeah." Removing my sunglasses, I pulled my shirt up and wiped my face. "I appreciate it, Sam. Tell you what, I'll treat next movie." She raised her eyebrows. "Large popcorn?" "Large popcorn, and I'll even splurge for two drinks instead of two straws." "Ohhh, treat me like that and this girl will get spoiled!" Batting her long lashes at me, she widened her big brown eyes. "Thank you for my own personal soda, Justin! Can I have snowcaps, too?" "Now you're pushing it." "Please?" She pushed her lips out in a pout. "That's not fair," I told her. "Please, oh, please?" She then made her lower lip tremble, and I sighed dramatically. "Yes, you can have snowcaps, but we share those." "Deal!" She clapped her gloved hands and jumped up and down like a little kid. I laughed. "You're too cute." "Really?" "Yeah, you remind me of my little cousin when you do that." "Oh." She frowned. "I guess there's worse things." "Well"—I put my hand up, knowing I'd made a mistake—"you're cute in other ways, too. You're pretty." "Think so?" She looked at me dubiously. "Oh, yeah. You're real cute. You know, like girl-next-door cute." "I'll take that." She smiled. "Yeah, and a lot of guys like that—not hot, but cute." "You need to learn when to shut up, Justin." "Sorry, I meant—" "Want to take a break?" interrupting me. "We're about halfway through. The playground will be a lot quicker, so how about lunch and we finish up in one shot from here?" I slapped my forehead. "Lunch? Shit, I didn't think of that! You want to take a run down to the—" "I figured you would." Walking past me, Sam sat underneath a large tree and unzipped the backpack, pulling out a yellow can and tossing it to me. "Yoo-hoo?" "My favorite!" I caught the can and popped the top as I sat facing Sam under the tree. "I know," she said, producing a plastic container with two sandwiches in it. "Just like I know Pastrami and cheese is your favorite." "Spicy mustard?" My mouth watered as I took the container. "But of course!" As Sam pulled out a bottle of Mountain Dew and a banana, I removed my work gloves and chugged half the Yoo-hoo. "Wow, these go down too easy," I said. "Kind of like Jen," Sam replied, kicking her sneakers off and stretching her long legs out in front of me. "And go ahead and finish it. I brought you two." "Jen's not a slut, Sam. I told you we've been dating six months and we haven't done anything but make out." "Didn't say she went down on you," Sam said, just loud enough for me to catch it. "Really, Sam?" "Really, Justin." She paused, peeled the banana, and shoved it in her mouth, bobbing her head up and down as if she were blowing it. Then she winked. "Just like that to anyone that pays attention to her." I didn't answer right away. The sight of Sam easily slipping most of the banana down her throat had caught me by surprise. Not that it should have. Sam not only dressed like a guy, but also had a dirtier mouth and mind then most of the ones I knew. She ruined the image by biting the tip off. Collecting myself, I went on the defensive. "Look, Jen's like me. She was raised to take sex seriously and that's why we haven't done anything yet. She thinks you should only have sex once you really care about the other person." "She's a very caring person." "Knock it off, Samantha!" She was pissing me off at this point. "Samantha?" She grinned. "You never call me that. Truth hurt?" "Why do you care? You've done nothing but rag on Jen since I started going out with her. You say she's stuck up and slutty and you barely know her. What's your problem?" "That I care about you and think you're getting used." Sam took the last bite of the banana and tossed the peel into her backpack. "Look at today. She's this big green freak and says Earth Day is such a big deal, but you're here and where is she?" "She's in Jamestown cleaning up the cove. She doesn't have a lot of people helping, so she spread us out." "Yeah, she's spreading all right. My sister says her ex-boyfriend is part of the cleanup. I think he's ..." She snapped her fingers. "At the beach. You can think what you want, but there's no way in hell she isn't fucking Rob and who knows who else. She's using you, Justin, but I guess you'll have to find that out yourself." I stared at her and frowned. I had heard Jen's ex, Rob, was sniffing around, but whenever I mentioned it she got mad and said I was acting jealous and shouldn't worry. When I'd pushed, Jen had brought up Sam and how much time I spent with her and how she wasn't jealous. Watching Sam unwrap a peanut butter and jelly sandwich and begin eating, I recalled how I had told Jen that Sam and I had been best friends since middle school, and that we'd never been more. Jen had insisted that was because that's how I saw it, claiming Sam had a thing for me, that I was too naïve to see it. Just like Sam was telling me I was naïve thinking Jen was waiting for the right time with me. I was well aware I tended to take people at face value and was a little too trusting; but in these cases I was right. Sam was a good friend and had zero interest in being anything but, just as I had no interest in her as a girl. I was also sure Jen wasn't fucking around. Unlike me, Jen had been with someone before, and most likely more than just Ron. Then again, I was the only person my age I knew who hadn't been with anyone. But after my mother had discovered my asshole father had been fucking anything in sight for years, she raised me to believe that sex should be special the first time, with someone who meant something. I not only agreed with her, but swore to her that I would be a better man than my father and would wait until I met someone special. Not that it had been easy. Although I'd never met anyone who I had a serious interest in until Jen, there had been a few girls who'd made it more than clear we could have some fun. Sometimes I wondered if I wasn't being an idiot waiting, passing up on some chances for a good time. But my mother was thrilled with my promise to make my first time meaningful and that had pretty much trapped me into keeping my word. There were times I thought I could just fool around and she would never know, but that would make me a lying dog no better than my father. How many women you screwed didn't make you a man; keeping your word to someone you loved did. And I swore to keep my vow and not be a dog in heat. I did, however, know enough not to tell anyone. That didn't mean I had to advertise the fact I was a virgin, though. Any girl who had been interested in just a good time, I made up the excuse I was dating someone. And I was way too smart to tell any of the guys. Sam knew because Sam pretty much knew everything about me, just as I knew more about her than her own brother and sister. We'd met in fifth grade when we'd been put together as lab partners and had immediately become good friends. We both enjoyed the same books, movies, and video games, and had the same laid-back personalities. Where we were different was when it came to what people thought about us. Sam pretty much marched to the beat of her own drummer dressing like a tomboy and watching football and bad horror movies while spending more time around me and my friends than the other girls. I, on the other hand, wore brand name clothes and took a lot of care with my appearance. Enough for Sam, along with my mother, to teasingly refer to me as a 'pretty boy' who generally tried to put myself out there as cool. I looked down at Sam's legs stretched out in front of me. Her feet were bare, and my eyes lingered on the butterfly tattoo on the top of her left foot. I let my gaze wander up her long legs, which I had to assume were under the baggy jeans. While she looked to her left watching the kids who were running around the small playground, I focused on her chest. There was nothing visible in the loose shirt. Not for the first time, I wondered what she had under there. I wasn't interested in the sense that I wanted her, but in the years I'd known her I'd never seen Sam wear anything tight or even slightly revealing. She never attended any school dances and even when we went swimming a few times she wore shorts and a T-shirt. That was pretty much the only time I'd seen her legs, which although on the slender side, looked pretty good. I went back to looking at the tattoo. It was colorful and in what I considered a sexy spot, yet she rarely even wore sandals to show it off. Her toenails were painted black, and I noticed a silver ring around her middle toe. Sam had once commented she had a boyfriend who liked her feet. I idly wondered if that was why she had gotten the tattoo and wore the ring. Not wanting to look like I was staring, I glanced up. Sam had finished eating and was resting her head against the tree with her eyes closed. I'd meant what I said; she was cute. Sam never wore makeup but didn't seem to need to. Her skin was smooth and her cheeks had a natural color to them, and she had the longest eyelashes I'd ever seen. Those lashes, along with her huge brown eyes, she used to good effect on me, as well as her older siblings and her father. Her mother had the same eyes and would always tell Sam to knock it off, that she had created that look and was immune to it. The use of her big eyes was usually coupled with her pushing her lips into a little-girl pout. Sam's lips were full, and I'd once overheard a couple of guys saying she had blow-job lips. I flashed back to a couple of minutes ago when she made a show of blowing the banana and how her lips had looked wrapped around it. I shook my head. Taking a bite of the sandwich, I looked back down at her foot, wondering what the hell a guy would do with her feet. I moved away from that image, thinking things were getting bad when I was starting to think about Sam's sexual escapades. But all that would change, and soon. A smile crossed my face at the thought of what I had planned for tomorrow night. Mom and her boyfriend Bill were leaving this afternoon to go visit friends in New Hampshire and wouldn't be home until Monday. Jen had been hinting that she was getting comfortable enough to want to sleep together, and when I mentioned my mom would be away for the weekend, she asked if I wanted company. Jen, who was pretty much Sam's opposite was blonde with baby-blue eyes. Whereas Sam was tall and a little on the skinny side, Jen was short with a pair of huge tits that, as Sam had said, she did flaunt. Her ass was damn fine too and she wasn't shy about showing it off. I couldn't wait to get a look at those tits, to feel them, suck on them, and maybe even get my cock between them like in the dirty movies I got off to every night. Well, tomorrow night I'd be getting off with the real thing. The idea of having Jen naked in my bed caused my cock to swell. At the same time, a twinge of nerves fluttered though my stomach. Jen didn't know it was my first time. I supposed I should have mentioned it, but she had experience and I didn't want to look like an idiot. But now that it seemed the time had finally arrived, I was going to be nervous with only porn videos to go by and with a girl who'd done it before. What if I went off quick or didn't get her off quick enough? What if— "Why are you staring at my foot?" I looked up. "Huh?" "You keep looking at my feet." Sam wiggled her toes. "Something wrong with them?" "No, they look fine." "You think my feet are fine?" She laughed. "You have a foot fetish?" "Of course not!" Not wanting to be teased, I turned the conversation in another direction. "So why do you do that?" "What?" She frowned, looking at her feet. "The tattoo?" "Yeah, that and the nails and the ring. You hardly ever wear sandals, even when it's hot, so what's the point?" "The point is I know it's there and I like how the ring looks." Sam shrugged. "I do it for me, not anyone else." I grinned at her. "What about foot boy?" "I didn't get the tattoo for him. I had just gotten it when I met him." She winked. "But he said it made a hell of a bull's-eye." "Eww!" I scrunched my face up. "TMI!" Sam giggled. "But anyway, it's about what's on the inside, Justin—not the outside." "I get that with feelings and stuff, but why does it matter with looks?" "Because vain people are shallow people." Sam reached out and put her hand on my leg. "But you're different, though. You dress like the cool jerk, but you're a great guy." "I don't dress like—" "Bullshit!" She pointed at my sunglasses. "How much were those things?" "A hundred, but they're Foster—" "Mine came from the dollar store and they do the trick." She pulled on my shorts. "What brand are these?" "They're—" I started, but she continued. "And that's an Abercrombie and Fitch T-shirt you're wiping your sweaty face on. What was that, thirty dollars? And you're wearing it to clean up a park." Pointing at her shirt, she said, "This shirt was ten dollars and the jeans were the same on sale. My whole outfit with my sneakers is less than your damn shorts." "It shows." I smirked. The look on Sam's face told me I'd made a mistake, and she quickly made me pay for it. "You would never have made that crack before you started going with Jen." "Oh, come on! I'm just busting your chops." "Oh, that's all? Okay, how about this one? I dress like a poor tomboy and you're mister GQ, pretty boy, but which one of us is still a virgin?" "What the hell kind of crack is that?" I put the sandwich down. "What's that got to do with anything?" "Well, you think I'm so plain and dress so crappy, but I've had a couple of guys who had no problem wanting to get to know me better." "So what? I've had chances, but I promised my mother I'd try to do it the right way. You decided to spread your legs when you had the chance." "Are you saying I'm a slut?" "Of course not! You know better than that. But you know that's a touchy subject with me." "But you never think anything bothers me." Sam waved her hand disgustedly at me. "You really do treat me like a guy." "I ... I treat you like a friend. Since when do I need to treat you all girly?" "You don't, but then again you've never treated a girly have you?" She raised her eyebrows after that one, as if daring me to top it. "Guess you got me on that one," I said with a casual shrug. "But tell you what, how about you ask me again after this weekend?" Sam's eyes narrowed. "What's that supposed to mean?" "It means, I just might..." My phone went off and I couldn't help smiling when "You don't know You're Beautiful" blared from it. It was Jen. The timing couldn't have been better. "Like she doesn't think she's beautiful." Sam muttered "Hey, sweetie." I bit my lip not to laugh at the disgusted look on her face. "Hey, hot stuff!" Jen chirped in my ear. "How goes park detail?" "Halfway," I told her. "It'll be done in a couple hours." "Wow! That was quick!" Hopefully she wouldn't be saying that in my ear in bed, I thought, but said, "I have some help." "That's great! More the merrier! I'm surprised you could rope any of your friends into getting up on Saturday morning." "They didn't. Sam's helping me out." Even as I said it, I wondered why I brought her up. That's What Friends Are For "Sam?" Jen laughed. "I can see that. She doesn't look like the kind of girl who minds getting her hands dirty. Probably didn't even have to worry about what clothes to wear. She looks like that every" "Jen." I turned around, putting my back to Sam and speaking lower. "I've told you about that. Why do you always pick on her?" "Why do you always defend her?" "Because she's my best friend." "Men and women can't be best friends. One of them always ends up wanting it to be more." "Wise for your eighteen years," I told her. "It's true." She sighed. "You hang with her because she's like a guy, but without the attitude, and she hangs with you because she ... well, she proves my point." "That again? Come on, Jen. I've told you Sam's just a buddy." "You see it that way. But anyway, thank you so much for helping me with this, Justin! Earth Day's in the middle of the week, so this Saturday is really the best chance we had to get a lot done." "No problem." Sensing movement, I looked over my shoulder to see Sam slipping her sneakers back on. "So, what are you doing tonight? My mom is leaving in a few hours." Sam got up and putting her Red Sox cap on backwards she grabbed her trash bag and headed for another clump of bushes leaving the backpack behind. "Well, seeing it's going to take a good part of the day up here, we thought we would make the most of it and throw a little party, make a fire, hang out, have some fun." "Really?" Recalling Rob was there, I felt more than a twinge of unease. "How about I come up?" "Well ..." Jen paused, and the twinge grew into a twisting sensation in my stomach. "Well, what?" "Look, Justin, sometimes I just want to hang out with friends and, you know, not always be with someone." "What's that supposed to mean?" I said, raising my voice and glancing over at Sam to see if she had noticed, but she was on her knees pulling beer bottles out from underneath the bushes. "Hey, don't get mad, baby," Jen purred. "I just want to chill with some people I haven't seen in a while, okay?" "I just figured—" "Now, tomorrow, on the other hand," she said, giggling, "rumor has it my hot boyfriend is going to have his place all to himself until the next day. Hmmm." My jealousy was quickly replaced by another twinge, but this one lower than my stomach. "You know, Justin, you've been so sweet about waiting for me, I think it's time you and I got a lot closer." "You do?" It wasn't exactly smooth, but I couldn't think about anything but Jen in my bed looking up at me with those big blue eyes, her naked body moving against mine. "I do, baby. I have some things to do in the morning, but how about I come over around three?" "Yeah, that sounds great." "I'll see you then, baby." Jen released a sweet sigh into the phone that caused my cock to throb and added, "I'm going to so make it worth you waiting." Jen had no idea how long I had really waited. Grinning like an idiot, I said, "I'm sure you'll more than make it up to me." "Oh, I will, and I have to thank you for your help today, too, so I'll have to find something fun to wear, and come up with a proper way to show my appreciation." I was hard as a rock from just her talking about coming over and had to adjust my shorts around my aching dick. "Justin, speaking of your help ... You know there's a little competition going on at school for which team can do the most clean-up this weekend?" "Yeah." "Well, seeing you're going to get done so early, would you mind doing that little playground over on Smith Street?" "Um, well, I was thinking of—" I started. "Please, baby? I'll be ever so grateful." "Well, maybe—" "I'll give you a special treat." She gave that cock-stirring giggle again. "Treat?" I repeated. Please mean what I think you mean! "Sure, I figure if you're going to clean for me I should get all dirty for you." She sighed. "I've been thinking about giving you a nice blow job for awhile now, would that be a good reward?" "I—hell, yeah!" I exclaimed, not caring if I sounded like an excited little kid. "Yeah, baby, you want to feel these lips before those lips?" Jen laughed. "I do like to suck cock. Hopefully you'll return the favor, you know, a kiss for a kiss." "That would only be fair," I said, trying to sound more casual. "I'm all about fair, Justin. But I just called to say hi and see how you were making out. I'll see you tomorrow." "I look forward to it," I replied. But she had already ended the call. "Goddamn." I put the phone back on the clip at my hip and forced myself to stand up. Keeping my back to Sam, I adjusted the bulge in my shorts and turning, I picked up the container covering the remaining sandwich and slipped it into the backpack. I slung it over my shoulder and I tried not to let my mind run wild with thoughts of what tomorrow would bring. A blow job before sex would get me off the hook for being quick. I wondered if Jen would swallow or spit, or maybe jack me off on her amazing tits. I took a deep breath, pushing thoughts of Jen from my mind. I needed to start helping Sam before she started bitching, and do it without an obvious hard-on. My mind already on oral sex, I thought of what Sam had done with the banana and caught myself wondering if she swallowed? The thing about Sam was that if I asked, she would probably answer me, and fairly crudely. Sam got upset when she was considered one of the guys, but she brought it on herself with the way she dressed and her language. Some of my friends and I had debated whether she was a freak or all talk. Personally, my feeling was she would be a wild ride, but not with just anyone. Sam had been with two guys that I knew of and had dated both for months before putting out. "Hey! Helping is one thing, but I'm not doing this shit by myself," she called out. "That what you told your last boyfriend?" I joked. A quick check showed my cock was under control. I turned around in time for her retort. "Coming from the king of doing it himself?" "Laugh it up, Sam. You won't be able to make those jokes after tomorrow." "What do you mean?" She stood up from the bush she was in front of and wiped the dirt from her jeans. "That was Jen. She's coming over tomorrow afternoon, and she's ready." "She's always ready," Sam quipped, but she didn't smile. Instead, she turned serious. "You sure she's not messing with you? She promised you last month, too, remember? Then all of a sudden she needed to do something with her parents." "That was different. She told me after that she was just nervous. Nope, tomorrow is the day, Sam." "Are you sure you want to with her, Justin? I don't think she's really into you." "All that matters is I'll be into her." I laughed, walked over to the tree on my right and removed a beer bottle that was stuck in a small hole. "Cute, that's just the attitude your mother doesn't want you to have." "Don't give me that crap!" She was getting on my nerves again. "I've been with Jen for six months. She does care and she does want to." "I'm sure she wants to, Justin. You're a good-looking guy who treats her better than she deserves. But I don't think she cares." "Of course you don't. You don't like her." "I don't think you care that much about her either." "What?" "You like her, but do you love her? Every time you talk about her, it's about how hot she is, not about how sweet or nice she is. I think you're just getting horny and don't want to wait anymore." "I care about Jen." I didn't say it with as much force as I should have. I did like Jen. I really liked her, but did I love her? Did I know what love was? Hell, I was eighteen. 'Really like' was close enough, and I'd been good long enough. Besides, maybe once we slept together it would take us to that next level. "I don't believe you." Sam picked up a can and tossed it in the bag. Sighing, she walked over to me. "Justin, I know you're tired of me teasing you, and I'm sorry." "It's okay, Sam." I shrugged. "That's what friends are for. We tease each other, you make virgin cracks, and I make tomboy jokes." "Yeah, but the thing is I admire you for it. I really do." "You do?" I raised my eyebrows waiting for the punch line. "I do. Not so much about the sex, but the fact you made a promise to be a certain type of man, and you are." She put her hand on my forearm. "Forget about tomorrow. She's not the one." "Oh, come on!" I rolled my eyes. "You know what, Sam? Maybe you're right that I'm not madly in love, but I do like her and we have been together a while and ... Maybe this will bring us closer." "You should love the person first." "Did you?" I turned it around on her, "Were you in love with that dink, Jack? Were you in love with Derek?" "No, but I never promised I would wait and ..." She shook her head. "I ... settled, for both." "What do you mean?" I asked. "If we're going to talk, I'm getting in the shade." Sam sat down under the tree I had pulled the bottle from and I joined her, sitting in front of her. "Don't get me wrong, Justin. There was something there. Jack and Derek were both nice to me, but it wasn't love. But, well, I figured both times, what am I waiting for? A Family Channel romance? Some perfect guy? So I decided to just have some fun. I guess that's what it was because neither worked out." "So you knew you didn't love them?" "Right." "Then what the hell is your problem with me and Jen?" I said, putting my hands out. "You're being a damn hypocrite." "I ... I guess you're right, but I never planned on it being that special, and at least those guys were serious with me. Jen is using you. It's a game to her. Why tomorrow? What's she doing tonight?" "She's ... going to stay up at the beach and hang with—" "Rob. Justin, Jen's fucking around with him." "You—" "And I'm sure she will come over tomorrow and fuck you because she does want to, but that's all it would be and your first time will be sloppy seconds and—" "Why the hell do you care so much?" I yelled at her. "Jesus Christ, Sam, give it a fucking break and just be happy I'm happy!" "I care because you're too good for that, Justin, and there's better than her out there. If nothing else, girls like Jen are a dime a dozen down the line, but you wanted the first time to be special." "It will be." "Then why not wait a little longer? Dump that bitch and—" "I'm not waiting! Why the hell do you think I can do so much better? Never mind. I'm not starting over and wondering how long it would be with someone else." "You can do better because you deserve better." Sam looked down at the ground and looked as if she were trying to decide what to say next. A first for her. Raising her head, she said softly, "Justin, on the outside, you're a hell of a good-looking guy, especially like this." She tousled my thick black hair. "I like your hair like this, not the way you put all that goop in it most of the time. And how many girls tell you how gorgeous those green eyes are?" I grinned. "Quite a few." "And you played baseball and football." She put her hand on my arm and squeezed. "You were a skinny little geek when we first met. Now look at you." I laughed and made a show of flexing my arm. "I do work out." "And it's pretty obvious, but—" "You checking me out?" I meant it as a joke, but Sam blurted out, "Of course not! I ... I don't look at you like that. I was just trying to ... make a point." She looked away, but not before I noticed she was blushing, which was definitely a first. "Are you blushing?" "No! I'm hot!" She removed her hat and wiped her forehead. "Nah, just cute, remember?" I joked. "Trust me, Justin, I know I'm not hot." She sounded irritable. "Hey! I was kidding!" "But Jen is, and for what it's worth? I never thought you'd be the kind of guy to go for just that." "I like her for other reasons." "Yeah, the two big ones hanging out of her shirt. You're different around her, Justin. When you're with me and Jim and the rest of our friends, you're you, and when you're with her, you're ... a conceited jerk." "I am not!" "Whatever." Sam stood up. "The point I was getting at was even though you're good-looking and popular, you're a sweet guy, and that's pretty rare at our age. That's the best part about you, and that's why you deserve better. Jen is just a shallow bitch." "You're more than that and deserve more. Now, I've told you how I feel and you don't really care, but at least I said it. Hope you have fun tomorrow." She grabbed the bag and turned away from me, ending the conversation. I thought about defending myself, but why bother? Once Sam dug in, nothing changed her mind. She'd made a good point about how I really cared about Jen, but I wasn't about to cancel tomorrow. By her own admission Sam hadn't been gung-ho over the guys she had been with. She was fine with it. Why shouldn't I be? For the next half hour, we moved about the bushes and trees in silence except for the sounds of bottles and cans clinking together. I felt like an ass. Sam was helping me out and I had treated her like crap. Granted, she had been badgering me, but what else was new? In my mind, I heard my mother's voice and one of her famous overused lines, 'If it bothers you, it's because the truth hurts.' Mentally telling my mother to shut up, I glanced up from the bushes, relieved to see we had almost reached the end of the small stand of trees that bordered one side of the playground. "Hey," Sam called out, "looks like I earned that movie after all." "I told you I was treating for you helping," I told her, glad she had spoken and still wanting to keep up our movie tradition. "Doesn't matter, I'd win the gross-out anyway." Turning around, I watched her pick up a stick and poke at something in the grass. "What is it, something dead?" "No, but not only pretty gross, but very fitting. Here!" Sam flicked the stick towards me and something landed at my feet. I looked down to see a condom, an obviously used condom. "That is nasty! Why is it ironic? Because I'll need some for tomorrow?" "No, because it's just like you, used." "Real nice, Sam." I forced myself to not raise my voice. "Why do you keep saying that?" "Because it's obvious, Justin, and I can see what's right in front of me." Before I could respond, she released a long sigh. "Too bad you can't see what's right in front of you." * * * * * I lay on the couch dozing on and off while the Sox were getting their asses handed to them by the Blue Jays. It was only eight thirty, but after spending hours in the sun cleaning the parks, I was exhausted. When Sam and I finished Carson's, she had asked where I was off to. Knowing I was going to hear about it, I told her Jen had asked me to clean up the other playground. Sam gave me a 'what a sap' look, but to my surprise offered to help. The park was pretty small. Because it was in the middle of a neighborhood, it wasn't the drinking, partying hangout Carson's was and only took us an hour. After that, I treated Sam to a sundae at Dairy Queen and then dropped her off at her house. Her mother was on the porch and invited me in, but I told her I needed to go home and shower. Fact was, in addition to being hot and tired, Sam's older sister Brenda was there, and she rode me about Jen even harder than Sam did. In fact, since I'd been with Jen, Brenda, whom I'd always gotten along well with, had been downright rude to me most of the time. I got home just before Bill picked Mom up and was happy to see how excited she was to be going away. She asked for the hundredth time if I was comfortable with her being with Bill and I told her I was thrilled for her. That was no lie. My father was an asshole who my mother wasted way too many years with, and I was sure a lot of that time was for my sake. Bill was a good guy who seemed to go out of his way to do all the little things for Mom that Dad never did. For the most part he was the opposite of my prick father, which made him okay in my book. In the span of the half hour we were home together, Mom asked several times if I was seeing Jen. I was pretty sure she suspected I was glad she was going away for reasons other than her happiness. That suspicion was confirmed when Mom hugged me goodbye and said, "I'm proud of you, Justin. You're only eighteen but more of a man than your father ever was. He was already a dog in heat by your age. I don't know what I was thinking when I married him. But you're not like him, and I'm sure Jen sees that and knows how special you are." She paused and with a sly smile added, "I think you've proved yourself a good man. Maybe it's time you were rewarded for it." After she left, I did a few things around the house she'd asked me to do to get them out of the way, showered, and threw on a pair of shorts and a T-shirt. I figured I would just chill tonight and watch some TV. Lying there, I replayed Mom's words and couldn't help smiling. I had no doubt that was Mom's green light to go for it, without being awkward about it. Her words had put me in a better mood. Because of my father's bullshit, I had promised Mom that I would be better and hold to values he never had, but she had officially let me off the hook. Not that I wouldn't have had Jen over tomorrow anyway, but Mom giving me her blessing removed any feelings that I wasn't doing the right thing. She was right. I had earned it, sitting home whacking off while all my friends had already been getting laid and having fun. Even Sam, the indifferent tomboy who didn't give a rat's ass what she looked like or what people thought of her, had found guys to mess around with. I frowned at that last thought. It wasn't a good one, especially seeing how good a friend Sam was. I'd never once thought I was better than her or anyone else, but that was what it felt like. It also sounded like something Jen would say when making fun of other people, which she did frequently. Sam had made that remark today, that I was different around— I jumped when my cell rang from the coffee table in front of me. Grabbing it, I saw it was Jim, who after Sam was pretty much my closest friend. "Hey, what's up?" I answered. "You got nothing better to do on a Saturday night besides calling a guy?" "Hey, Justin." He didn't sound happy. "Hey, man, I need to talk to you." "What about? I—" I stopped when I heard several people laughing and yelling in the background. "Where are you?" "I'm at Mackerel Cove in Jamestown." "Mackerel Cove? Hey, Jen was up there today." "She still is. That's why I called you." "What's going on?" I sat up on the couch. "Look, Justin, this really sucks for me because you know you're my bud, but I'd be an asshole if I didn't say anything." "About what?" I felt my stomach tighten. "What's going on?" "Me and Josh ran into Jen and her friends up here when they were cleaning. She said if we helped out we could hang out with them at her uncle's house on the beach, and party. So that's where we are now and ... Justin, you know Rob is up here, right?" "I ..." I took a deep breath. "Jim, get to the point." "Point is, Jen was drinking from the time we got to the house at five and she was out of control. Hanging on all the guys, dancing around. Shit, she took her top off at one point." "Jim, are you fucking with me?" Even though I was pretty sure I knew the answer, I had to ask. "Justin, we've been friends since fourth grade. You think I'd joke about this?" "No, I ..." I swallowed hard. "What about Rob?" "Well, after she pretty much cock teased most of the guys there with some bumping and grinding. She pretty much gave him a damn lap dance, then grabbed a bottle of Captain someone brought, and the two of them went into the house." That's What Friends Are For I closed my eyes and rubbed my throbbing temple. Jim was right; there was no way I would think he would lie to me about this. "Hey, you there?" "Yeah," I said softly. "She knows you and I are friends and she did it anyway." "I said something to her and she said for me not to be a bitch and say anything." "I can't believe this." "Yeah, well, believe it, because then she told me if I was a good boy and didn't tell you, she'd hook up with me next weekend up here and she'd make it worth my while." "She ... what?" "She was drunk, so maybe she didn't mean it, but you should have seen her, Justin. You never wanted to hear it, but I knew she was a little wild—but man, there was a point I thought she was looking for a damn gang bang." "Did you tell her you were calling me?" "No. I didn't want to get her going, but she made a couple of cracks earlier that she was going to be staying at your house tomorrow night. According to her, you've been good and she figured she would throw you a bone." "Throw ... me ... a ..." My temple was throbbing harder, my shock having turned to anger. "I feel like a dick doing this over the phone, but I'm stuck up here with Josh and we're hanging at his cousin's tomorrow. I wanted you to know before she saw you tomorrow." "I ... I don't know if I can say thanks," I said in disgust. "I get it. But we're tight, Justin, and this is bullshit. Dude, I don't care how hot she is, I wouldn't fuck that slut with someone else's dick. Who the hell knows where she's been?" "I know where she won't be," I told him. As bad as I wanted to finally get laid, there was no way in hell I would get used like this. "Good, and if she asks, you can tell her I told you." "She'll figure it out. I'll call her tomorrow. I don't even want her coming here." "Don't blame you." Jim sighed. "Not for nothing, but a couple of us told you she was stringing you." "I'm glad you told me, Jim, but I don't need I told you so right now, okay?" "That's cool man. I won't bring it up again." He laughed. "What the hell is so funny?" "I was just thinking I won't have to say I told you so, and neither will anyone else. Fucking Sam will be telling you that for the next six months. She had that bitch pegged from day one." "Thanks for giving me that to look forward to," I told him dryly. "Thanks again, Jim. Now go try to have some fun." "Yeah, I will. You be cool, bro, okay? She's not worth anything stupid and there are plenty of girls who have a thing for you. Hey! Justin, you should give Cindy a call! She's told you point-blank she wants to fuck around with you." "Cindy's ... kind of slutty." "So what? She wants to fuck, then go ahead and do it. Get yourself over this bitch and have some fun. You got her number, call her! You got the house to yourself. Imagine waking up to her in the morning!" He whistled into the phone. "I think she's home tonight, too, so give her a call." I pictured Cindy with her long red hair, perfect little ass, and perky tits, and recalled her telling me, "Screw Jen, Justin. I'm a hell of a lot more fun than that stuck-up bitch." "You know, maybe I will." I ended the call without saying goodbye and sat back against the couch. I couldn't believe Jen had done this to me. I wasn't sold on the idea that she and I would be in it for the long haul, but I hadn't thought I was going to be part of a rotation. I felt like a fucking loser. She was probably fucking Rob's brains out right now and planning on showing up here tomorrow like nothing had happened. I briefly considered letting Jen come by and fucking her anyway. I had been so close to my first time. At this point I would know it didn't mean anything, but it would still be sex. No, I wouldn't let her laugh at me like that. Jim was right. Cindy had been flirting with me since tenth grade. One phone call and she would be on her way. Again, it would mean nothing. Cindy was a big-time party girl who just liked to screw around. But unlike Jen, Cindy would point-blank say all she wanted was fun, so it wasn't as if I'd be using her or getting used. Used. How many times had Sam said that to me just today, never mind over the last six months? She'd been absolutely right. Now I felt even worse. I'd been shitty with her earlier. I rubbed my eyes. To my dismay, I felt tears. I could act mad all I wanted to, but I was hurting. I should have fucking known not to trust Jen. She was nothing like me or the rest of my friends. In a way, I had been like my father, thinking with my cock—not my head—and acting like a jerk just to be with her, in the hope of eventually getting some. I'd have gotten some all right. Some of Rob. Some of whoever she had been with last night. I wiped my eyes again and realized I wasn't hurt as much as I was frustrated. I'd made good on my promise to my mother, and in all honesty I was proud that I had tried to do it the right way by finding someone I could say I loved, someone to make it special with. For all the good it did me. I'd made the mistake of waiting for a girl who was only waiting to 'throw me a bone' while sucking everyone else's. Now I was back at square one.The thought of meeting someone, dating them for a while, and seeing if they were the one was out of the question. I was done with that shit. Time to do what Jim and all my other friends had been doing for the last couple of years. Get fucking laid. I scrolled through my contacts looking for Cindy's number, when I thought about Sam. Even though I was not in the mood to hear her tell me how right she was, I owed her an apology and wanted to get it over with. Fact was, Sam was usually the first person I called when I was pissed off or upset about anything, and I was the one she always came to when she was in the same boat. I hated to dump stuff on her. But like she always said, that's what friends were for. She answered on the second ring. "Hey, lover boy, what's up?" "Listen, Sam, I—" "You need help cleaning another park tonight to make sure you get your piece tomorrow?" "Thanks, Sam." I said, "That's not what I needed to hear right now." "Sorry, did I say that out loud?" "You say everything out loud," I said softly. "But don't worry; I didn't call to ask you for anything." "Hey, everything okay?" she asked. "You don't sound good." "I'm not. I just got some bad news." "Oh, shit! I'm sorry, Justin! I feel like a jerk! What happened, are you okay?" The sincere concern in her voice made me feel even worse. Not just for earlier today, but for doubting that she had been looking out for me all along with Jen. "I guess. I mean it's nothing that serious, I guess." "What is it?" "Jim called me. He's at a beach party in Jamestown. The same one where Jen is and ..." "And what?" "Sam, you were right. Jim said Jen was slutting around cock teasing all the guys and that her and Rob went into her uncle's house to fuck around." "Holy shit! And right in front of him? " "Yeah. She ... she was even telling people she was going to do me tomorrow. She said she figured she would throw me a bone." "Oh, wow. That's crappy, Justin. I'm really sorry." "Are you? You called it all along." "I ... I guess I'm not sorry in one way because this would have been worse if you found out after you slept with her, but I'm sorry for you." "I'm sorry too, Sam. I'm sorry I was an ass today, and I ... I've been one since I met her." "Don't be sorry. I know you were caught up with her. I think you were more focused on just trying to have the first time and getting to where you were thinking more about the act than the girl. But you don't owe me an apology." "Yeah, I do. I guess I wasn't sold either and whenever you brought it up, I was a jerk and took it out on you." "Hey, that's what friends are for. Besides, I rode you a lot about it." She paused. "Justin, are you okay?" "I—no, Sam, I'm not. I'm pissed off and I'm fucking humiliated! She's up there fucking around and telling people I'm next. Are you kidding?" "That's pretty low. I didn't think she was that bad." "Jim said she was drinking and these are her friends, so who knows? But I—" "It hurts," Sam finished. "I don't blame you." "And I'm fucking frustrated!" I snapped. "I've been good, Sam, I really have, and tomorrow was supposed to be the day!" "I know, but would you have wanted it to be with her and then you find that shit out?" "I ... you know what? Maybe I would have." "What?" "Yeah, damn straight!" I was letting the anger get the better of me. "At least if I found out later I would have gotten laid!" "Yeah, but—" "And I made a promise about the first time. Once I do it I don't have to think about that stupid promise anymore! I can just go have some real fun like I should have been doing!" "Justin, that promise is one of the things that make you such a good guy! You're a lot different than—" "I don't want to be!" I yelled. "I don't want to be an asshole like my dad, but Christ, Sam, there's nothing wrong with having sex! I've missed out on a lot of fun, but know what? No more! I had my heart set on this weekend and I'm getting it!" "Whoa! Justin, you're not going to still let Jen come over, are you?" "Fuck her!" I laughed humorlessly. "No—wait—she's fucking everyone else! No, not her." "Good, but then what do you mean you're still going to?" "I'm going to call Cindy and—" "Cindy Reed?" Sam gasped. "Come on, Justin! She'll fuck anyone. May as well as be with Jen." "She will fuck anyone. That's the point. And she's not like Jen because she doesn't pretend she wants anything except to get laid! She's all but jumped me before. I'm going to call her when I hang up with you and—" "Justin, don't do that!" "Why the hell not? I'll get what I want. Cindy will get what she wants. What's the problem?" "Your first time shouldn't be that meaningless, not after how long you tried to make it a certain way." "Fuck that! I tried the right way. I blew off girls who would have because I didn't think they would be serious, and then I get this close and it falls through. I waited long enough to keep my stupid promise to my mother." "That promise was sweet, not stupid." "Fine—stupid, sweet—pick what you want. My mother even made a crack that she knows I'm going to while she's away. I will. It just won't be with who she thinks it will be." "You'll lie to her?" "I don't think she'll actually ask, Sam. Mom doesn't want to know the details. I'll tell her next week Jen was screwing around on me, then I'll move on and she won't care if I start dating around." "Is that what you want to do, Justin? Go from girl to girl like your father?" "Don't pull that shit with me, Sam! I'm not my father! He used women. I won't be using anyone. I'll just hook up with girls just looking to hook up." "Justin, please think about it first. The summer's coming and you'll be at the beach a lot, and we start PC in September. You'll meet a lot of new girls and—" "I am not waiting!" I shouted. "I'm not waiting to meet someone, then dating until I see how I feel about them. That could take months! Fuck that!" "Justin, please calm down. You don't have to yell at me." "I ... I'm sorry, Sam. I'm not mad at you, but I am mad, and worse, I feel like an idiot, and there's no reason to deny myself having some fun. Sorry if it disappoints you and what you want for me." "I ... I'm not disappointed about Jen," she said quietly. "And I'm not disappointed in you that you waited. I'm proud of you. Honestly, Justin, I'm upset with myself for not waiting for the right guy." "And you could still be waiting. At least you had fun and know what it's like. Besides, you used to sit there sometimes and tell me how good Derek was to the point I would tell you to knock it off because you were aggravating me." "Well, all the guys talked about their girlfriends. Why shouldn't I?" Then she asked, "Why did it bother you?" "Because I wasn't getting any! You acted like you never cared and you never even tried to impress a guy and you were doing it! Anyway, I called to say I was sorry and to let you know what happened and that you were right. Now I'm going to call Cindy and see—" "Justin, please don't! Please?" She sounded more upset than I was, and with a sigh I asked, "Sam, why the hell do you care? You cared about it being Jen and now I see why, but Cindy isn't going to break my heart. I know what I'll be getting, and that's laid." "Justin, we're friends, right?" "You're my best friend, Sam. You know that. That's why I called. I ... I needed to vent and tell someone what happened." "I'm glad you did. Now I am going to ask you a favor." "I'm not waiting, Sam!" I shook my head as if she could see me. "No way." "Justin, you're mad, hurt, and frustrated. You don't want to do it like this." "I—" "Let me finish. It's only nine o'clock and it's Saturday night. Neither of us have to work tomorrow, so how about I come over and hang out for a while?" "Sam, no offense, but you're not the girl I'm looking to spend tonight with." "I ... I know that. You've made it clear I'm not that girl." She sounded put off, but kept going. "Like I said, tonight you're angry, and you should at least calm down. So how about this? I'll come over and on the way I'll stop and grab some popcorn and a couple of cheesy horror movies. We'll just hang out and have some laughs." "Sam—" "I promise no 'I told you so,' no 'you should have known better,' and I promise I won't try to talk you out of Cindy." "You won't? Not sure I believe that." "I promise. If you want to talk about it, we will. If not, just you and me eating popcorn and making up dialogue for the crappy movies. Just like we used to do before you started dating Jen." "Yeah, but—" "And tomorrow, once you've calmed down, if you still want to call Cindy, then go ahead. But I'm asking you to at least take one night to think about it, and I'll keep you company so you're not stewing over it. How's that?" "I ... I don't know, Sam." "Please, Justin? Consider it a favor to me." I closed my eyes and thought about it. She had a point that right now I was pissed. If I did have Cindy over, it might not be as much fun as it should be. I'd waited this long. One more night wouldn't make a difference. After brushing her off for Jen so much in the last six months, I did owe Sam something. "Okay. You're right. I'm probably better off with a friend than a slut right now." I laughed. "Too bad I couldn't find a friendly slut!" "Yeah, too bad. Guess you'll just have to settle for me." "I'm not settling," I told her, feeling much calmer. "I'd rather spend time with you right now anyway, Sam. You've never let me down and I appreciate you coming over." "That ... that means a lot, Justin. More than you know. You've helped me as much as I've helped you, you know." "That's what friends are for, right?" I laughed. "That's right, Justin. Good friends will do anything for each other. I'll be there in an hour." * * * * * I looked up when I heard Sam's car pull up and getting off the couch walked over to let her in. When I opened the door, I was surprised to see Sam wearing the long black leather coat she had gotten for Christmas. Granted, it was April and it had cooled down quite a bit, but it wasn't that cold. The second thing that caught my attention was that her long brown hair, which was usually in a braid or a ponytail, was down. "Hey, Justin!" She held up a bag. "I grabbed a couple of oldie, but not so goodies. I got the Alien Dead and Ghost House. I figured they would be good for some laughs. Got popcorn, too!" "Um, okay," I said as she pushed past me. I was surprised when I smelled perfume. I wasn't sure what brand it was, but it smelled pretty damn good. Sam walked into the living room. At the sound of something clicking on the floor. I looked down. "Wow, what's with those shoes?" I asked, staring at the red heels she was wearing. They were high enough that I wondered how she could walk in them, and had straps that wrapped around her ankles. As I stared at the shoes, it dawned on me I could see her calves. "Are you wearing a dress?" "Maybe I felt like dressing up." She turned to face me. "It is Saturday night, after all." "But you're hanging out with me," I said, closing the door behind me and approaching her. "Usually, you're dressed in—" I stopped and stared at her face, taking in her deep red lips. "What's the matter?" "You're wearing make-up!" In addition to her lipstick, Sam's eyelashes looked longer and thicker than usual, she was wearing eye shadow, and her cheeks had more color to them. "So?" "Sam, were you going out tonight? Because if you were, you don't have to hang with me." "Maybe I dressed up for you." She unzipped the top of the jacket, then slipped it off. "Wow!" Sam was wearing a red dress that was not only low-cut enough to show cleavage, but calling the skirt short would be doing it a favor. The hem barely reached her mid-thigh. I wondered what she would do if she dropped something and had to bend over. The dress featured black buttons in the shape of hearts that went down to her waist and staring at the top button, I couldn't help notice how tight the dress was, hugging her small breasts and pushing them up. "Is that a good 'wow'?" She gave me a big smile. "I ... yeah, you look great." I told her and wasn't kidding. Sam's smile widened. When she reached up and pushed her hair back over her shoulder, I noticed that her fingernails were painted the same shade of red as the dress. "Thank you." "Why are you wearing that?" "Oh, I don't know. " She shrugged. "Maybe I'm tired of your tomboy jokes and wanted to show you I can be a woman when I need to be." "A woman?" I laughed. "You're eighteen." She rolled her eyes. "Justin, you are one step forward, two steps back, sometimes. You give me a compliment, then you say something stupid." "Sorry." I pointed at the bag she had tossed on the couch. "You want to give me the popcorn and I'll heat it up while you put the movie in?" "Not yet. I want to talk to you." "I thought you said if I didn't want to talk we didn't—" Without waiting for me to finish, Sam turned her back on me and walked out of the living room and down the hall towards my bedroom. "Okay," I muttered. I followed her down the hallway, my eyes glued to the backs of her long legs, which although a little on the thin side had a nice shape to them. Not just her legs; the tight dress was clinging to what I had to admit was a pretty nice ass and she had a sway to her hips I'd never noticed before when she walked. Sam opened the door to my room. When I entered, she was standing in front of my bed, staring down at the nightstand. "Oh, candles!" she said, picking up the lighter. "I love candles." She lit the two small candles and walked around to the other side of the bed to light the pair on my desk. "You always have candles?" "Tonight was supposed to be, well, you know ..." I sighed. "I thought it would be a nice touch." "They are." She pointed behind me. "Shut the light off." "Why?" "Because I like candlelight." She rolled her eyes. "Why do you always ask questions about everything?" "I don't know." I hit the switch and turned back to see her standing in the dimly lit room. "That's better." She nodded. "Nice soft light. Very romantic, very intimate." "Intimate?" That was an odd word. "Justin, come sit down. I want to ask you something." I walked over to the bed and sat on the edge of it expecting Sam to sit next to me. Instead, she stepped up to me so she was standing directly in front of me between my knees, looking down at me. That's What Friends Are For "What's up?" I asked, trying to keep my eyes on her face and not her tits, which were right in front of me and more than a little distracting, especially with the scent of her perfume wafting from her chest. "Okay, look. This problem you have. On one hand, I believe you should stick to your principles and your promise and wait and make it special." "Here we go." I rolled my eyes. "But I understand your point. You're frustrated and horny and tired of waiting." "Exactly." "So I have a question for you. If you had a choice, would you want it to be with someone who cares about you who'll make it special, or just get a piece of tail to say you got some?" "I don't have a choice. I—" "Just answer the damn question!" She put her hands out. "Stop being a dink and just give me a yes or no. Which would you prefer if you had the choice?" "Okay." I shrugged. "If I had the chance, I would rather it be with someone who—" I stopped. "Who what?" "Fine. I'll sound like an idiot. Someone I have feelings for who cares about me." "That's not being an idiot at all. That's just being—" "A fool. And that question was stupid because I don't have that person, so there is no choice. I was a fucking asshole for waiting, and I am not going to—" "Hey!" Sam put her hands on my shoulders. "That was not being an asshole. Justin, never be upset at yourself for being sweet. Never." "Sweet?" I rolled my eyes again. "My sister is three years older than me and has dated a lot of guys. My friends have been dating as long as I have. Thing is, most guys are jerks who think with their dicks. Nice guys are hard to find, Justin, and you're one of them. Never be sorry for that. It's one of the things I love about you!" "Then, if I'm so great, why am I alone?" "Because you were never serious with anyone, and when you decided to be, it was with the wrong girls. Jen isn't the first popular little snot you've chased." "Maybe you're right. Next time I'll look for more than looks and popular, but for now?" I grinned. "Easy is what I'm looking for." "You said you would rather be with someone who cares." "And I said there isn't anyone who cares and—" "Justin, I'll be your first." "So, I'm going to—" I stopped and blinked. "Wait, what ... what did you just say?" "I said I'll be your first." Sam put her hand on my cheek. "You know I care about you." "You—you're my friend." "I'm also a young woman. I also know how important this is for you and don't want to see you ruin it with some slut after waiting this long." "I—you're fucking with me!" I pushed her hands away from me. "Is that why you dressed like that?" "Yes. I wanted you to see me as a girl, not your friend." "You're screwing with me! I can't believe you would do this to me! What are you trying to do, get me to say I want you, then laugh at me or something?" "I would never hurt you, Justin." She said softly. "You want your first time, and you want it with someone who cares. I care." She smiled. "And when we've talked about it, you've admitted you're worried the girl would have done it and you haven't and you'd look bad. I've fooled around before and know you haven't. We'll take our time, and you would never have to worry about me making fun of you." "Sam, you—" It dawned on me she was completely serious. My mind raced. Sam had been my best friend for years. Although I did think she was pretty and once in a while had a dirty thought about her, I had never really thought of her like that. On the other hand, I'd never seen her dressed like this. She looked damn good and I knew she cared about me. I wouldn't have to worry about experience and— "I won't tell anyone," she added. "No one needs to know, and after, if you want to go slut around, go ahead, but at least the first time will be the right way." "Sam, I—" I closed my eyes and took a deep breath. "I can't do this with you. I appreciate it, but ... we're best friends. I don't want to—" I opened my eyes to see Sam unbuttoning her dress. "What are you doing?" "I'm going to help you stop thinking of me as a friend." Sam reached the last button just above her waist and opened the dress to reveal she wasn't wearing a bra. "Holy shit," I whispered at the sight of her bare breasts. Sam wasn't big on top, but they her breasts were perky, perfectly round, and her pink nipples were erect and less than a foot from my face. Sam let the dress drop to the floor. My jaw fell with it. Sam was now standing in front of me in just a red thong that consisted of red string and a patch of lace between her thighs. Speechless, my eyes roamed up and down her body. Sam was breathing fast, her small tits rising and falling with each breath. Her stomach was smooth and flat, and her hips flared out just enough to give her slender figure a nice shape. I looked at her soft inner thighs and with a start realized I was hard. "Do you like them?" Sam cupped her tits. "I—" "I know they're not that big." Sam's thumbs caressed her nipples. "But they're all yours." "They're ..." I swallowed nervously. "They're beautiful." Looking up at her, I said, "You're beautiful." "Really?" To my surprise she blushed. "You think so?" "Yes." My fingers trembling, I reached out and placed my hands on her hips. "Damn, you look good." "Don't look like your best friend now, do I?" "No, that's for sure." I stared at her nipples. "Wow, they look good." "So what do you say, Justin? You ready for your first time? "I—" I looked down between her thighs, imagining what was beneath the thong. Sam was really offering herself to me. My mind filled with images. Sam on her back, her legs spread, and me lying between them; her on her knees between my legs, her beneath me, her legs wrapped around me. My cock was now throbbing and I was starting to sweat. Sam was still holding her and reaching for them, I whispered, "Yes." "Hold on." Sam caught my wrists, holding my hands inches from her tits. "Just because we're doing this doesn't mean I want to feel cheap about it. You can have anything you want from me, but you're going to be good to me." "Of course I will." "And before you touch anything, you're going to kiss me." Sam tugged my hands up. Getting her meaning, I stood up. In the heels she was just about my height. As she wrapped her arms around my shoulders, she cocked her head, closed her eyes, and parted her lips. I hesitated for a moment, looking at her, thinking I hadn't just been saying it. She really was beautiful. Sliding my arms around her waist, I pulled her close to me and kissed her. Sam moaned softly as our lips pressed together, and her hand slid up through my hair. She worked her lips gently across mine and as I returned the kiss, a feeling of unreality came over me. Was I really standing here making out with Sam? A topless, all but naked, Sam? I came back to reality when Sam's tongue flicked across my lips. Surprise caused me to pause and her fingers tightened in my hair as her tongue pushed against my lips again. I moaned when her soft pink tongue darted into my mouth and across my tongue. Sam was rocking back and forth, grinding her hips into me and I was acutely aware of her hard nipples pressing into my shirt. Sam teased my lips with her tongue. When I went to kiss her, she pulled back, emitting a sexy little giggle that sent a shiver through me. I squeezed her tighter to prevent her from moving and kissed her again, but much harder than before and this time it was my eager tongue pushing between her lips. Unlike me, Sam didn't hesitate to open wide. As my tongue probed her mouth, she closed her lips around it and sucked gently. Her arms sliding down my back and pulled my T-shirt out of my shorts. I raised my arms over my head and Sam broke our kiss. She tugged the shirt over my head, and tossed it to the floor. Rubbing her hands up and down my chest and stomach, she sighed, "Damn Justin, you feel good." "So do you. Wow, Sam you can kiss! I—" "Samantha," she said, putting her arms back around my neck. "Call me Samantha tonight." When she hugged me, her bare tits pushed into my chest and I whispered, "You feel good, Samantha." "So do you," she purred, nibbling at my ear and running her hands up and down my back. "So do you." Sam's lips slid along my neck as her hands caressed my arms and shoulders. I decided to let my hands wander and ran my palms along the soft smooth skin of her back. When I reached her waist, I paused before sliding further south and grabbing her ass. Sam giggled in my ear, then moaned when I gave her cheeks a hard squeeze. Sam's ass was small enough that her cheeks fit easily in my hands. I was surprised at how tight and firm it was. Of course, it wasn't as if I'd really groped too many girls, but damn, she felt good. Sam's lips stopped exploring my neck and once again found my lips. This time . I eagerly accepted both her kiss and her tongue. Sam eased back slightly and grabbed my wrists. I let her guide my hands to her sides and when I used just my fingertips to caress her from her hips to the sides of her tits, she moaned. I wanted to fondle them, but when I reached them, felt my stomach flutter. Sam was pretty much naked and we were making out hot and heavy, but for some reason part of me still thought this could stop. Did I really want to cross that ... The decision was taken from me when Sam pressed my hands to her breasts. I gasped at how soft and firm they were. Sam moaned in my ear when my palms rubbed across her hard nipples. "Yes," she groaned. "Play with them." When I caught her nipples between my fingers, she sighed, saying, "Hmm, just like that." Her hot breath in my ear and the sexy purr of her voice spurred me on. Cupping her tits, I fondled them while stroking her swollen flesh with my thumbs. Sam kissed me again and this time all but devoured my lips as I caressed her nipples. Her tongue plunged into my mouth and swirled around dancing across mine and tickling the roof of my mouth. I slipped my tongue across hers and it occurred to me that there was a better place my tongue could be. Sliding my lips from hers, I planned on targeting her nipple. Instead, as my lips worked down her throat, Sam let her head fall back and seeing the smooth skin of her neck, I kissed her. Sam sighed softly while I sucked on the soft skin just under her ear, and ran her hands over my chest, arms, shoulders as well as my back. She was touching me with a lot more enthusiasm than someone just trying to help out a friend. I was struck by the thought—one that now should have seemed obvious—that Sam had thought about this long before tonight. Working my lips down her neck, and I began kissing the top of her chest. Sam responded by grabbing my hair and pushing my head down. "Don't tease me! Suck on my tits!" That was Sam. As crude as any guy when it came to talking about sex and just as impatient. As my lips grazed the top of her soft breast, her fingers tightened in my hair and she released a whimper that caused my cock to jump. My mouth worked across her breast. Flicking my tongue out, I caught her nipple. Sam gasped and pushed my head down, arching her back and shoving her tit in my face. I opened wide and eagerly sucked not just her nipple, but also half her tit into my mouth. "Oh, yes!" Sam cried out as my lips fastened around her nipple and my tongue teased it. She was grinding harder into me and still cupping her tits. I went from one perfect nipple to the other, sucking and licking one while stroking the other. Sam was moaning and making that hot little whimpering sound, and I was aware of my own sounds of pleasure as I sucked and fondled her tits. This was what I had waited so long for. Sam may not have been the girl I had envisioned it with, but damned if underneath those jeans and T-shirts she wasn't as hot as any girl I'd lusted after. "Oh, that feels so good!" she purred. "Looks good, too!" "Damn straight, they look good," I said around her nipple, causing her to giggle again. Sam's hands trailed down my chest and I gasped when she grabbed my shorts and unsnapped them. My tongue slowed on her tit and my hands trembled in anticipation as I heard my zipper being pulled down. Sam's fingers worked their way into my underwear and I moaned when they wrapped around my aching dick. "Oh!' she exclaimed, "wow, you're hard!" She started stroking me and added, "And big!" "I ... oh!" I groaned when her hand worked its way down my shorts and she released my cock to cup my swollen balls. Sam rubbed them for a moment before once again wrapping her fingers around my cock. When she began slowly pumping it was my turn to whimper. I focused on her tits, sucking and licking as she stroked me. My legs were trembling and in the back of my mind, I started to worry about how fast I was going to cum when we did it. "Damn, you have a nice cock," she cooed. "I love that you're hard for me!" "I ... how could I not be?" I kissed her nipple and grabbed her ass again. "Christ, you're hot, Samantha." "I like hearing you call me that." She tugged gently on my hair. When I looked up from her tits, she lifted my face by my chin and kissed me softly. "Don't worry. I'll take care of you first." "W-what do you mean?" I managed to say around the moans she was inducing by rubbing her finger over the sensitive head of my cock. "You told me you were worried you'd be quick." "Oh." I could feel myself blushing. "Don't be." She gave me a sultry smile that made my cock twitch in her hand. "I know just what to do." She stepped back and gave me a playful push. "Sit on the bed." Caught off guard, I had no choice but to fall into a sitting position on the side of the bed. Sam stepped up to me and pushed her nipple into my face, moaning softly as I quickly took it into my mouth. "Hmm, that is nice." She sighed. "But I think it's only fair that I be nice to you, no?" My eyes widened when Sam slowly sank to her knees between my legs. Grabbing my shorts and underwear, she pulled on them and said, "Lift up." I obeyed and watched my cock spring free when she tugged my shorts over my hips and pushed them down my legs and to the floor. "Oh, look at this." Sam took my cock in her hand and pumped it, licking her red lips. "I think I'm going to enjoy this." She gave the head of my cock a kiss and pulled her head back, taking a thin trail of sticky pre-cum with it. One thought raced through my mind. Blow job! Sam pumped my cock in her fist, and I groaned when she rubbed her other hand across the head, smearing my pre-cum around it. The next time her hand reached the top, she pulled it down the length of my shaft, making it slick. I moaned as she continued to slowly stroke my now glistening cock. Leaning forward, she ran her tongue along the length of my shaft. My hips jerked and I moaned, "Damn." "Like that?" "You ... you don't have to," I said, hoping to hell she wouldn't pay attention to my words. "I don't have to." She winked. "I want to. I love giving head." "You—oh shit!" I cried out like an idiot when Sam opened her mouth and engulfed the head of my cock. She sucked hard, and I groaned at the feeling of more sticky fluid being drawn from my cock. Sam moaned and her brown eyes rolled back as she removed my cock and licked her lips. "I've thought about this for a long time," she whispered, rubbing the head of my cock against her cheek. "I knew you'd have a nice dick. You have a nice everything." Sam's cheek was now sticky from my cock, and she rubbed it on her other cheek. The sight of my cock against her face looked amazing, and again I had the thought that I had to be dreaming. There was no way that Sam the tomboy I'd been hanging around watching horror movies with for years was between my legs ready to suck my cock. Sam proved it a reality by parting her lips and slowly taking my cock deep into her warm, wet mouth. She sighed, stopping more than halfway down my shaft and bobbing her head slowly. "Oh fuck," I moaned as she worked my cock with her mouth. Her lips were wrapped tightly around my shaft, her wet tongue pressing against me, caressing my hard flesh as she took me in and out of her mouth, leaving red lipstick smears on my dick. Sam's eyes were staring directly into mine. "That feels so fucking good," I groaned. "Hmm," Sam agreed, moving her head faster. My hips started rocking, pushing my cock deeper into her mouth, but she didn't seem to mind. Looking past the incredible show of Sam's lips wrapped around my cock, my eyes wandered down. Her long brown hair fanned out across my thighs and down her back and her ass moved back and forth while she blew me. Sam's nipples pressed into my thighs, and all I could think about was that this was even better than I had imagined. Sam made it even better. Slipping my cock from her mouth, she ran her tongue down my shaft, and shocked me by licking my balls. She sucked them into her mouth and stroked my cock as she worked them with her tongue. "Damn," I moaned. "You're ... you're really good at this." It sounded stupid, but Sam giggled. "I told you I like it. I watch a lot of porn, and blow jobs are my favorite!" "Mine too." I sighed as she swirled her tongue across my balls once more, then teased it up and down my shaft before taking me back into her amazing mouth. Sam opened her mouth wider and took me deeper. She paused before bobbing her head much faster. Moaning loudly, I lowered my hand to her head. She didn't seem to mind and I let it rest there, feeling her head moving beneath it. Sam made loud, wet slurping sounds as she sucked harder than before, and my legs trembled as she worked her lips along my shaft. Each time Sam took me deep, she moaned, her eyes closing as she enthusiastically devoured my cock. "Oh, God." My balls tightened and my cock twitched. "Oh, don't stop. Sam ... Samantha, please don't stop!" I was now moaning continuously, my hips thrusting my cock into her mouth. Sam slipped her hand between my legs and rubbed my balls as she took me deep into her mouth again. "Oh fuck!" I yelled when my cock exploded and for the first time in my life I came from something other than my hand. Sam made a loud gurgling noise and squealed around my cock as it erupted in her mouth. She continued to suck, and I whimpered as each suck caused a long spurt of cum to squirt into her mouth. Sam was moaning and sucking even faster as if she loved it, and I gasped when she sucked harder, milking every drop from my spurting dick. "Goddamn!" I gasped, leaning back on my elbows on the bed, fighting to catch my breath. " Sam that was ... wow!" "Hmmm." Sam removed my cock from her mouth and surprised me yet again by opening wide and showing me her cum-coated tongue. She closed her mouth and after making a show of swallowing, smacked her lips. "A lot better than a banana," she said with a wink. "Holy shit," I said, grinning at her. "I can't believe you just did that." "Hey!" She laughed. "That's what friends are for." She kissed the tip of my cock. "Did I do a good job? Did you like your first blow job?" "I ... I don't think I'll ever forget it." "I hope not." She looked serious for a moment but then smiled. Walking over to the top of the bed, she sat down and swung her long legs onto it. I watched as she slowly spread her legs and grabbed the thong, sliding it to the side just enough for me to see the edge of her smooth pink skin. "Want to see mine?" "Hell, yeah," I said, kicking my shorts from around my ankles, getting onto the bed on my hands and knees, and crawling up between her legs. "Oh, that looks good!" she told me. "God, you're sexy!" That's What Friends Are For "Thank you. You're"—I laughed—"damn, Samantha, where have you been hiding this?" "It's been right in front of you for a long time, you were too busy looking at everyone else." I wasn't sure how to reply to that, but Sam didn't seem to be waiting for an answer. Lifting her leg, she asked, "Want my shoes on or off?" I looked at the hot red stilettos and thought of her keeping them on, but I caught sight of her toes which were now painted red. The thought of having her completely naked outweighed how sexy the shoes were and I smiled. "Off." "Do the honors," Sam said, placing her heel on my thigh. I grabbed her ankle and lifted her leg, my eyes fixed on the red patch between her thighs that showed a dark spot in the middle where her pussy was soaking through. Goddamn, she was into this! Forcing myself to pay attention, I unsnapped the strap around her ankle and slowly slid the shoe off. I stared at the butterfly tattoo and on a whim kissed it. "Do that again." I kissed the top of her foot again, and she whispered, "Kiss my toes." I shrugged. Hell, she had just sucked my cock. The least I could do was kiss her toes. I gave each of her toes a soft kiss, and she sighed. "I like that." "You do?" "Yeah." Wiggling her toes against my lips, she laughed. "I lied when I said I had a boyfriend into feet. I'm the one who likes it." "Oh." Lifting her other leg, I removed that shoe, this time running my tongue playfully along her toes. Sam giggled, causing me to smile and suck two of her toes into my mouth. "Ohh, that's nice!" she purred. "The other guys looked at me like I was nuts." "Every part of you is sexy," I told her, lifting her leg higher and kissing the sole of her foot. "Say that again," she said softly. "Samantha"—I kissed the top of her foot—"you look amazing." "So do you, but I've always thought that about you." "Really?" "Oh, yeah." She reached between her legs and rubbed the wet spot on her thong. "Can't you tell?" She then placed her feet on my thighs and pulled her thong over her hips. "I think I did something very nice for you, and it's time for you to repay the favor." Sam lifted her legs straight up and. I watched with my mouth watering and my cock dripping as she peeled the thong from her pussy and slid it up her legs. Sam's pussy was as pink as her nipples and not only smooth, but glistening from how wet she was. Sam bent her legs, pushed the thong down to her feet playfully, and kicked it off. It landed on my chest. Grabbing it, I brought it to my nose and inhaled. "Damn," I whispered at the scent of her pussy. "Why settle for that, when the real thing's right here." My eyes widened as she slowly opened her legs until they were completely spread. Sam lowered her legs so that her knees were over my hips. As I knelt there, she reached down and spread her pussy open. "Come give your Samantha a kiss," she whispered. My Samantha? She had said it in that sexy purr she'd been using since we started. As I stretched out on the bed so that I was propped up on my elbows between her thighs, I said, "I like how that sounds." "So do I." She tapped her red nail on her clit. "Now, how about you show me what you've learned from all that porn you watch." I placed my hands on her soft thighs and stared at her swollen pink button. Leaning in, I took a deep breath, inhaling the intoxicating scent of her pussy. I then blew lightly on her clit, and she moaned, "Don't be a tease!" I licked my lips and then flicked my tongue out, licking hers. I ran my tongue up through her wet flesh, savoring the taste of the sticky fluid gathering in my mouth. When I reached her clit, I circled it and then gave it a soft kiss. Sam moaned and jerked her hips, pushing her warm, wet flesh into my face. I worked back down the length of her pussy, enjoying the way her thighs trembled beneath my hands and the soft moans coming from her as I swirled my tongue through her wet lips. I forced myself to not attack her pussy the way I wanted to and took my time exploring her with my tongue. Sam was whimpering softly, but not telling me to go faster. I pushed my tongue against her and slid down the length of her pussy, shoving it inside her. "Oh shit!" she groaned as I wiggled my tongue. I moved my hands between her legs, gently spread her lips, and moved my tongue in and out of her, getting another mouthful of her delicious juices. "Oh, God, that feels good!" she moaned, causing my cock to again stir. "Please lick my clit! I need to come so bad!" I eagerly slipped my tongue from inside her and slid it back to the top of her pussy, sucking her clit into my mouth. "Oh, right there! Hmm just like that, honey," she cooed. Honey? Again, the way she said it made it just fine with me, and I gently sucked her clit. Sam draped her legs over my shoulders and began sliding her soft feet across my back. I traced her clit with my tongue in slow circles and she sighed in pleasure, her feet resting on my shoulders. I took turns first licking then sucking her hard pink nub, and Sam moaned and whimpered as I pleasured her. "You look damn good between my legs, green eyes," she told me. "Damn good." "It's a damn good place to be," I said around her clit. "Slip your fingers inside me." I moved my hand down and gently pushed two fingers inside as she had asked. "Oh yeah ... Now in and out, nice and easy." I moaned into her at the sensation of having my fingers inside her. Sam's pussy wasn't just tight, but hot and wet, and the thought that it would be more than my fingers inside her soon had my cock fully hard and pushing into the mattress. Sam moved her hips, rocking them in time with my fingers. Sam released a long moan as she played with her nipples. Eyes closed and lips parted, she sighed softly each time my fingers pushed into her. Her red nails teasing her nipples had my hips grinding into the bed as I continued to work her clit with my lips and tongue. "Oh, honey," she purred, "right there, just like that!" She gasped and her hips moved faster, thrusting hard into my fingers. "Suck on it!" As soon as I started sucking Sam's clit, she began pumping her hips and making sharp little yelping sounds. "Right there! Oh god, Justin, a little more! Oh, just a little more!" She emitted a loud squeal and moaned, "Oh, please keep sucking! Please don't stop, baby! Please, please—oh, please!" That last 'please' turned into a long, loud squeal that caused my cock to jump. As I continued to suck on her clit, Sam bucked her hips wildly, releasing one squeal after another. Her already tight pussy contracted around my thrusting fingers, and as she ground her pussy into my face, she clamped my head with her thighs, pinning me to her quivering flesh. I sure as hell wasn't complaining. In fact, my cock was throbbing at the sound of her cumming and at the way her pussy was not only squeezing my fingers but also sucking them in as I continued to thrust them into her. Sam arched her back, pushing her pussy even harder into my face, and cried out so loudly I smiled at the thought the neighbors would probably hear it. Her pussy tightened around my fingers once more. With a soft whimper, Sam's body relaxed and her legs slipped from my shoulders and onto the bed. "Oh, god, I needed that, Justin. That was so good!" Smiling, I gave her clit another kiss and reluctantly lifted my face from her sopping pussy. "You really liked it? I did okay?" "Can't you tell?" She laughed. "You really think I would fake it?" "No," I said, feeling pretty proud of myself. "Justin?" "What?" "Are you hard again?" "After that? How could I not be?" I sat up on my knees, exposing my cock standing at attention between my legs. "Damn, that looks good." Sam propped herself up on the pillows and beckoned me with her finger. "How about you come up here and let me feel you inside me?" "I ... I really can?" Sam rolled her eyes. "Nah, I sucked you off and let you suck me off. Now I'm going to just get up and leave. For someone who wanted it so bad..." "I do want you!" I exclaimed, crawling up between her legs, placing my hands on either side of her shoulders, and looking down at her. Sam smiled up at me, placing her hands on my shoulders. "Then what are you waiting for, Justin? Make love to me." Make love to her. I always thought of it as sex, but hearing it that way did sound pretty good. The fact it came from a beautiful girl lying naked beneath me added to the thrill. I grabbed my cock and we both moaned as I rubbed it up and down the length of her soaking pussy. "You're teasing again. Inside, Justin, please? I want you so bad." Damn! I pushed the head of my cock through her pussy. When I reached her entrance and started to push inside, I stopped. "Shit." "What?" For the first time, Sam looked nervous. "Shit, what? What's the matter? You don't want to?" "I do!" I told her, "but I need to, you know"—I reached across the bed to my nightstand drawer—"wear something." "Screw it," Sam said, reaching down between us and grabbing my cock. "I haven't been with anyone is months and I always used something and you haven't been with anyone. I'm on the pill and I ... I want to feel you. Nothing between us, just you inside me. Please?" "I ... Oh, my god!" I cried out, when pushing my cock against her, Sam thrust her hips. The head of my cock sank into her hot, wet flesh and I moaned at how incredible it felt. "All the way!" Sam moaned. "All the way inside!" So far, I'd been trying to go as slow as I could and not act like what I was: an excited virgin. But at the feeling of her hot pussy around the sensitive head of my cock, I lost control and with a thrust of my hips pushed myself deep inside her. "Oh, Justin!" Sam called out, wrapping her arms around my shoulders as I sank into her warm, welcoming flesh. I gasped and remained above her, taking in the incredible sensation of being completely inside her. Sam's hot pussy surrounded my cock and I couldn't believe how good it felt. I moved my hips back, and then pushed forward, again sliding myself into the wet heat of her body. "Easy," Sam said, her eyes wide. "You're ... you're pretty damn big. Just go nice and slow, okay?" I forced myself to do as she asked and moved my hips slowly back and forth, sliding my cock halfway out before pushing back into her. We both moaned each time I thrust forward. Pulling me down to her, Sam found my lips with hers and moved her hips in time with mine. I relaxed and sighed into her mouth at the feeling of her small breasts pressing against me as I moved within her. Sam's lips left mine. Holding the back of my head, she pressed my face into her neck. I kissed her softly and began to move more confidently, sliding more of my cock from inside her and plunging it back in. Sam moaned each time I penetrated her warm depths, her hips moving harder into mine, pushing me deeper. "How do I feel?" she whispered in my ear. "Do I feel good?" "You ... feel ... amazing," I answered in between the sounds of pleasure I couldn't help releasing each time our hips thrust into each other. "So do you," she breathed in my ear. "I knew you would." "You ... you thought about this?" "Can't you tell?" She released a sharp yelp when I drove my hips harder into her. "I've wanted you, Justin. I've wanted you for a long time and ... after you called, I told myself I wasn't going to let you go with anyone else. I wanted to be your first." "You ... you are," I moaned. "I ... I'm glad you are." "You mean it?" She kissed my neck, and this time it was Sam who shoved her hips hard into me. "You're happy to be with me?" "Very happy," I said. "You were right. This is so much better with someone who's special to me." "You're very special to me." Sam pushed on my shoulders Straightening my arms, I looked down at her. My eyes fastened on her perfect tits, which were now covered with a light sheen of sweat. Her thighs were pressed against mine and her fingers were digging into my shoulders. Sam's hips were moving in perfect rhythm with mine, and as good as it felt, I couldn't help thinking about what it would feel like to do it in other positions. I had waited so long for this and wanted to enjoy it in every way I could. "Justin, I—" "Can we move?" I asked her. "M-move?" "Yeah. Can we, you know"—I gave her a wink—"try a different way?" Sam frowned. For a moment she looked upset and I thought I'd somehow screwed up, but she quickly smiled and said, "Anything you want, Justin. I want you to remember this." "I—" "So we can move, but I want to finish like this. Is that okay?" "Sure." I lowered my head and sucked her nipple into my mouth, causing her to moan. "Can we—?" "I know what you want." She winked. "Sit up." I forced myself to slide from inside her and sat back on my knees, watching as Sam drew her legs up and rolled over onto her hands and knees. "Goddamn," I breathed as I took in the sight of Sam from behind. Her firm little ass looked even better pushed up in the air and her slick pink pussy was winking at me from between her soft thighs. Kneeling behind her, I grabbed her hips and placed my cock on the cheek of her ass, admiring how good it looked there. Sam tossed her head, sending her long brown hair across the smooth skin of her back. "You going to take me or just look at me?" Take her. The way she said that caused me to push my cock down between her legs and enter her with one long thrust. "Oh fuck!" Sam cried out. "Damn, that's deep!" "Sorry." I began to pull out, when she managed to surprise me yet again. "I didn't say stop! Just said you were deep. Now go ahead and give it to me." Jesus, she was hot! As I slammed my hard cock into her and listened to her cry out, it hit me that I finally had the answer to my question of whether or not Sam would be a freak. Holding her hips, I started fucking her with long, hard strokes. Each one ended with her releasing a high-pitched yelp and me moaning softly at how good her pussy felt squeezing my cock, fucking her. That thought stuck in my mind, and I smiled as I continued pumping my hips and slamming my cock into her. This was even better than I had hoped it would be. Not just sex, but with a girl who sure as hell wasn't shy about it and who was not only damn sexy, but the only person I completely trusted. Sam sounded as if she were enjoying it as well. That opinion was driven home when she started rocking back and forth, shoving her pretty little ass back into my driving cock. "Oh, fuck, this feels good!" Sam moaned. "Damn, I've dreamed of this for months." I'd been dreaming of it for longer than that, but had anyone told me it would be Sam I would be doing it to I would have laughed. I wasn't laughing now, however. Right now, I was moaning like an idiot, but enjoying every minute of it. I slowed my thrusts, savoring how every inch of my cock felt sliding into her hot pussy. "Stop." "I ... am I doing something wrong?" "Hell, no!" She laughed. "But I want my favorite. Lay on your back." Sam hadn't steered me wrong so far And withdrawing my glistening cock from her, I lay on my back. Sam swung her leg over my hips and straddled me. Reaching back, she guided my cock to her pussy and let her weight go. We both moaned as she impaled herself on my cock and started rocking her hips back and forth. Sam braced her hands on my chest and leaned over, sliding her tits back and forth, her nipples grazing my lips. I stuck my tongue out and Sam sighed as it flicked across her nipples. She stopped moving and placed her nipple in my mouth, lowering herself so I could suck on it. Sam moaned and then switched, allowing me to tend to her other nipple. She stopped sliding back and forth and worked my cock in and out of her pussy. Moving faster and harder, Sam slammed herself up and down, and it was my turn to start making whimpering sounds while she rode me like a porn star. She yelped each time my cock buried itself inside her, but she continued to buck wildly on top of me. I was breathing hard and my legs were trembling beneath her as she moved even faster. "Oh shit," I moaned, "Sam, I—" "Not yet," she said, immediately slowing down. I whimpered in frustration as the feeling I was going to come faded, but Sam made up for it. Rocking her hips gently across me, she sat straight up and lifted her arms over her head, making a show of slowly and sensually riding me. "Look at you," I whispered, staring at her gorgeous tits and slender body as she teased herself across my cock. "Jesus, you look hot." "Glad you think so," she purred as she cupped her tits and stroked her nipples. "I told you, I'm going to make tonight something you'll never forget." I put my hands on her hips and began to push and pull, guiding her along my cock. In this position, she was teasing, but I didn't mind. The longer this lasted the better. At this point I was struck with how good she looked as much as with how damn good she felt. Sam was sweating and her face was flushed and her nipples looked as hard as I felt. Her pink clit was swollen and peeking out from between her lips and her soft sighs were music to my ears. Sam smiled down at me and said, "How about we go back to where we started?" She rolled off me. No sooner was she on her back, than I was back between her legs and sinking slowly into her. "Hmm, that's nice" she said as I slowly moved inside her. "Come down here." I slid my arms under hers so our bodies were pressed together. As her lips found mine, Sam wrapped her long legs around my waist, pulling me deeper into her warm embrace. I began moving a little faster but was still taking my time, finding that I was enjoying it as much as I had going harder when she was on her knees. As Sam's tongue entered my mouth, I thought it couldn't get any better than this. Our entwined bodies were moving in perfect harmony and Sam's soft lips and tongue were teasing and caressing my own. Her nipples were poking into my chest and her arms and legs were wrapped tightly around me. "Oh, Justin," she moaned, pulling her lips from mine, "you feel so good. Please don't go any faster. Just keep doing it like this." I had no problem listening to her. I couldn't believe how good this felt, and not just the sex. Having Sam this close to me, her sweaty body wrapped around mine and her warm flesh sucking me into her, was amazing. She was moaning and purring in my ear as our bodies moved as one. Looking down at her, I smiled at the sight of her perfect lips slightly parted and her face flushed with passion. Her long hair was fanned across my pillows and her eyes were closed as we made love in the soft glow of the candles. Sam had mentioned making love when we started. I wasn't sure if that's what we were doing at this point, but right now there was no doubt we were making love. I'd never thought of my first time really being anything but sex and getting off, but this was even better. Sam opened her eyes and stared up at me, her lips curling into a soft smile. I said, "Samantha, you're so beautiful." "You ... you're not just saying that because we're—" "No, I mean it." I paused and moaned as I felt my body tensing. "You're absolutely beautiful." "I—oh!" Her legs tightened around me and her hips moved faster. "Please don't stop, Justin! Please keep going! I ... I want to cum with you inside me." Her words sent a thrill though me. Even as I felt my own orgasm building, I fought to not move any faster. I was using long, slow strokes, and I felt Sam's back arch and her hips push into me. She was whimpering in my ear and her thighs were trembling against my sides. I was shaking as well with the effort to hold back as long as possible. That's What Friends Are For "Yes," she moaned. "I ... ohhhh." Sam squealed in my ear, and I gasped as her pussy tightened around me, her hips grinding into mine. As she released a series of soft yelps in my ear, Sam's arms and legs tightened around me. Her lips to my ear, she whispered, "I ... I love you, Justin." "You—" "I ... I'm so in love you!" she said, and then cried out in my ear as her hips thrust harder into mine. She started to speak again, but all that came out was a long, high-pitched squeal as her pussy convulsed around me. With a loud cry of my own, my body lost its battle to hold back and exploded inside her. "Oh, yes!" she cried as I my hips pumped faster, each thrust ending in another spurt of cum deep inside her. Sam squealed in delight and I whimpered at the sensation of her pussy contracting around me, milking my still squirting cock. "God that feels so good!" she moaned. "I've never felt that before. It—ohh, yes." She sighed as my cock released another long, hot stream inside her. "Oh, damn," I groaned as my spent cock gave up its last few drops. "Hmm, that's it," she cooed as she stroked my hair, "give it all to me." I slumped against her. Kissing my neck, she rubbed my back and spoke softly in my ear. "There you go, honey, just relax. Stay right here and let me hold you." I closed my eyes and sighed at the feeling of my cock softening inside her. Sam lay beneath me stroking my hair and breathing heavy in my ear. Releasing a deep breath, I rolled over onto my back and stared at the ceiling. "Oh, my god, I can't believe we just did that." "Are you sorry you did?" she asked. "Sam, I mean Samantha, that was ... beautiful." "I like that." She giggled. Rolling over onto her side, she slid up against me and put her arm across my waist. My breathing slowing down, I put my arm around her shoulders and said, "Damn, I'm tired." "So close your eyes and rest." She kissed my cheek and then resting her head on my shoulder, she asked, "Do you mind?" "Not at all. You feel good close to me." "So do you." I closed my eyes and smiled. I couldn't ever remember being this relaxed. I lightly ran my fingers along Sam's shoulder and she cooed softly, nuzzling her face into my neck. I pulled her closer to me and kissed the top of her head, letting my head fall back on the pillow, my mind drifting. * * * * * I opened my eyes and turned my head to look at the nightstand. It was just after one. A couple of the candles had burned out. Taking a deep breath, I smiled at the sweet scent of Sam. My smiled widened at the sensation of her warm, soft body next to mine. She had draped her leg across my thigh and the heat of her pussy pressed into me. Her breasts were pushing against my side and she was breathing deeply into my neck. I lay there amazed at how good this felt. Actually sleeping with someone was something that had never crossed my mind. It felt far better than I would have imagined. I tightened my arm around Sam's shoulders and she whimpered into my neck. I kissed the top of her head. A moment later she lifted her face from my neck, sighed, and said, "Wow, its late." "Or early." I kissed her cheek. "Sam, that was incredible. I ... thank you." I felt stupid saying it but really had no idea what else to say. "Hey, that's what friends are for," she said in a subdued tone. "You okay?" I asked. "Yeah." She moved her leg from over mine and sat up. The sight of her perfect tits caused my cock to respond all over again to the sight of her naked body. Reaching out, I ran my hand down the smooth skin of her back. "Come here," I said, pulling gently on her arm for her to lie back down with me. Sam pulled away from my touch. "No, I have to get going." "You're leaving?" I sat up next to her. "You're not going to spend the night?" "I can't." Sam slid over to the edge of the bed, swinging her legs over the side. "Call your mom and tell her you're staying over at a friend's house and—" "It's not about my mother. I told her I might not be coming home tonight." "Then why are you?" I asked, confused. "Justin, I"—Sam took a deep breath, and when she looked at me I was surprised to see that her eyes were wet—"I said something to you tonight and you ... you didn't answer me." As soon as she spoke, I heard her plain as day telling me she loved me. I'd started to say something, but I'd cum and we'd fallen asleep. I'd been surprised she'd said it and hadn't been sure how I had felt, but after having her next to me and— "And that's okay," she continued. "You didn't have to if you didn't feel it." "Sam—Samantha ..." I started, but she went on speaking. "But I had to say it. I've been in love with you for a while now, Justin. I ... I thought maybe you would notice or maybe say you felt the same way, but you just kept chasing girls like Jen. You were obsessed with her, and I figured there was no chance." "You should have said—" "When you called and said she cheated on you, I told myself tonight was the night. No more waiting for you to come around. I was going to not only tell you, but show you." She sighed. "I guess in a way I used you, took advantage of how bad you wanted sex, and used that to be with you. I figured if nothing else I could say I know what you feel like and maybe, just maybe, you would see me as more than a friend." "Sam, trust me, I ... I see you very differently now." "I'm sure you do. You've seen me as a woman and not just a tomboy who likes all the same things you do, but I was hoping for more." "Well, I ... I wasn't expecting this and—" "Just let me finish," she said, wiping her eyes. "Tonight was amazing. You felt even better than I thought you would. I ... I would love to spend the night, but we'd end up having sex again and then again in the morning and ... it's one thing to say I had sex with you so you would have a special first time." "That I could tell myself was just sex, but if I spend the night it ... it would hurt too much if I sleep with you. I'll feel even worse, and I don't want to be a fuck buddy or a friend with benefits." "Samantha, you're more than that. You're my—" "Best friend, and I know that's all I am. I tried and it didn't work out for me, but at least I won't go to bed thinking about you and wondering anymore." She paused and then picked her dress up from the floor. "I'm going to ask that you don't tell anyone we were together. I ... I don't need to hear about it from anyone." "I'd never tell people anything like that. Unless of course it was because—" "My sister knows how I feel. She pushed me to come to you. She told me that even though guys try to play it off they never forget their first girl, so at least I know that no matter what happens as we get older you'll always remember me for something." She started to stand, but I caught her arm. "Hey, hold on," I told her. "You did a lot of talking and didn't let me say anything just now." "You don't have to. It's what you didn't say. That was enough." "Sam, you caught me by surprise! I ... I never knew you felt that way." "Don't worry, Justin. I'm not mad at you. I guess I should be mad at me." "Sam, you're right. I will always remember tonight." "I'm glad." She started to pull away, but I held onto her arm. "Know what I'll remember?" "That I give good head?" She rolled her eyes. "You really are like a guy sometimes." I laughed but quickly turned serious when she didn't smile. "What I'll remember is being amazed at how beautiful you really are. I'll remember how much I meant to you that you would be with me even if that's all it was. But mostly? I'll remember how good you felt when we were done. How good you felt lying here in my arms and falling asleep with me." "You—really?" "Really, Samantha." Sliding over to her, I put my arms around her shoulders. "And there's one more thing I'll remember." "What's that?" "What a fucking stupid asshole I was for never seeing you as more than a friend. That it never hit me how much you care and how you've always been there for me." "You have for me, too." "No." I snapped my fingers. "There's one more thing about tonight." "I ... I'd really like to go, Justin. I'll call you tomorrow and—" "I'll never forget that the night we slept together for the first time was the first time I told you that"—placing my lips to her ear, I finished softly—"that I love you, too." "You don't have to say that." "I mean it. And it has nothing to do with the sex. It was lying here with you and how perfect you felt in my arms." I cupped her chin and turned her face to mine and kissed her. "I do love you, Samantha." "Please don't be messing with me, Justin. I—" I stopped her with a long, deep kiss. Leaning back against the headboard, I pulled her back onto the bed with me. Sam resisted for second and then dropped the dress and slid up next to me. As she had before, she wrapped her arm around my waist and put her head on my shoulder. "I love you, Justin.." She said, "I want this to be the start of something for us, not a one-time thing." "Then don't leave." I put my arm around her shoulders. "And we don't have to have sex again. You can just spend the night and—" "Well, let's not get crazy." She giggled. "If I stay, we're fucking again." "Fucking?" I laughed. "That's the Sam I know and love!" "I don't want to be Sam to you anymore." "Okay, but Samantha just isn't you." I snapped my fingers. "How about Sammi?" "Sammi?" She kissed my neck. "I like that!" "Sammi it is." I hugged her closer. "And I'll have no problem telling people we're together." "Good. I'll be your dirty girl, but not your dirty secret." "Dirty girl?" My cock stirred at her words. "Hmm-mm" she said, laughing. "Making love was nice, and I'm sure we'll do that again. But for the most part, this girl wants to get fucked." "I ... I think I can handle that." "Good, and as much as I loved you cumming inside me the first time, I'll let you, you know, cum on me if you want." "On you?" I smiled as my mind filled with sexy images. "Like on your tits?" "Tits? I was thinking on my face, but sure, you can cum on my tits." "You'd let me cum on your face?" My cock hardened, and I moaned when Sam noticed and reached down and took it in her hand. "Why not?" she asked as she stroked me. "That's what friends are for." She giggled. "No, Sammi," I told her, turning my head and kissing her, "that's what girlfriends are for." * Author's Note: So there you have it, my First Time debut. I hope you had as much fun reading it as I did writing it as it was a break from my last contest story which was pretty dark. As I always say Lit is a free site and the only payment we receive is in the form of votes and comments. This is also a contest entry to please take the time and vote! As always, thank you for reading and supporting my work. Its readers like you that keep me writing! Lovecraft68 That's What Friends Are For Based on a true story. Standalone story. There will not be a sequel. Please leave feedback. ***** Phillip and David had been friends for a long time, over ten years. They'd known each other through high school, college and now remained friends in their adult life. David got married to Liz four years ago. Phillip remained single. He'd had a few girlfriends, some serious, some not so serious, but they hadn't worked out. Much of Phillip and David's day to day friendship revolved around NFL football and especially fantasy football. For the uninitiated, fantasy football is a game a group of friends play. Before the NFL season starts, a group of 10 or more friends get together and have "draft". They take turns picking real players they want on their fantasy football team. So, you pick one quarterback, a few receivers, a few running backs and a defense. When the real games are played, if your player achieves certain in game statistics (like getting a touchdown) your team gets points. So you try to build a good team so that you can score throughout the year. Because the NFL season only plays games once per week, this makes each week of fantasy football kinda like an episode of a television show. When the week is over, Phillip and David talk about their players who did good or bad, or players on other teams that did good or bad, and they get ready for the next week by trying to reform everything. Of course, Phillip and David talk about regular occurrences of day to day life, like work and such. But, during the season, the main driver of their conversation is the NFL and fantasy football. They also make bets about certain players and games, for relatively small amounts of money. While instant messaging each other one day at work about football, David suggested Philip come over to watch the games on Sunday afternoon. "We'll have a good time." Phillip had been over to David's house many times. "Will Liz be there?" Phillip asked. "Yea, but she won't get in the way," David said. "She knows not to bother me while I'm watching football." Phillip thought that was kind of a strange thing to say. He hadn't been suggesting Liz would get in the way, he was just curious if she'd be out or not. Phillip decided it would be best to maybe bring a little food and some wine over, and be on his best behavior. Maybe Liz and David were going through a little rocky period. Now that he thought about it, David had said a few times recently that he was "annoyed" with Liz for one reason or another. But it all seemed so trivial that Phillip just chalked it up to what happens when you live with someone. Sunday arrived and Phillip arrived just before the 1 pm games got started. He brought over some pizza, beer and wine. Liz answered the door, smiling happily. "Hey! I'm so glad you could come over! Oh you brought pizza, that's so nice. I think we were just about to order some." Phillip put the food and drinks down and gave Liz a hug. Phillip, being 6 foot 2, tended to be taller than most people he met, but he always felt gigantic around Liz. She seemed especially short right now as she wasn't wearing any shoes. Liz liked to joke that her drivers license said "5 foot 3" so that's what she gave out as her height, but she was really more like five feet even. Phillip could hear the pre-game shows blaring from the living room and walked in to find David engrossed in the coverage, with his laptop open in front of him. Phillip only participated in one fantasy football league and did it mostly for fun. David played in half a dozen or more, and also bet money on certain aspects of the game. So, he tended to watch the games while also checking stats around the league on his computer to see how everyone was doing. Phillip approached him and made a show of getting his attention, "Hey buddy, whats up? Games haven't even started yet and you look like you're completely stressed." David fake laughed and stood up, "Well, you know I take this seriously. How's it going? You want to eat?" David finished the beer he had in his hand and opened another one. Phillip noticed a small group of three empty beer bottles that had already formed on the table. "Shall we eat in the dining room?" Liz asked, setting a few places for them. David stayed put on the couch, "hey uh, I think I'm gonna stay here. The games are starting." Liz glared at David for a second and then said, "Yes, and you can see the TV from the dining room, and nothing about the games will change just because you're in here. C'mon. There's nowhere for us to put food down in there." David rolled his eyes and said "OK" and sat down at the table, bringing his laptop with him. Liz and Phillip talked while David stayed glued to the TV and laptop. When someone scored a touchdown, Phillip looked at David to see his reaction. It was surprisingly mixed. "Do you have that guy on any of your teams?" Phillip asked. "Yes, I do. But I'm also facing him in several," David said. Liz laughed and said, "See, you can't even be happy. Phillip, you're not obsessed with this stuff are you?" "Well... I am. But I only have one team to worry about. So, fantasy keeps me interested in many more games than I would be otherwise, but I'm not affected by every single play because I'm not in multiple leagues like this guy," Phillip said. "Why do you do this to yourself? Who are you even rooting for, you've got different guys on your team, and at the same time those guys are owned in other leagues you're in by other players." "I know, its a wreck. I'll cut down next year," David said, finishing off another beer. "But when you have a guy from work ask you to play, its hard to say no. Or a friend. Or a cousin." "... or some guy on the internet," Liz finished. "Yea that too. I am definitely in too many. Its very stressful. Like being in multiple Monopoly games at the same time," David said, smiling for once this afternoon. Liz rolled her eyes again. As another player score, David banged his fist on the counter. "Its just a game honey, remember that. Its just a game." David got up from the table, grabbed his lap top and moved back to the couch. Phillip followed and handed David another beer. Philip was surprised how quickly he finished it and estimated that David had finished 6 beers, and halftime for the first game had just started. There was a lot of football left to watch and his friend was fixing to get very drunk. David was intent on watching the games, glaring at the screen and then turning to his laptop to check deeper stats around the league. Phillip occupied himself by trying to talk to David, before deciding it was easier to talk to Liz. He tried to make his life sound a little more interesting than it really was. He hadn't done anything especially interesting and nothing special was going on at his job, but he didn't want to sound completely boring either. So he made small talk with his views on a few movies he had seen lately (by himself) and talked about his progress in his part time photography classes. Liz, for her part anyway, sounded really interested. As if she didn't spend a whole lot of time getting to chat with another person that often. While they were talking, Phillip made a sarcastic comment about the announcers of the game they were watching and Liz laughed out loud, heartily. She leaned forward, laughing and lightly pounding her first on her knee. Phillip couldn't help but notice in that moment that the V of her shirt was cut a little deeper than he'd noticed when he first came in. Now that she was leaning forward he could see far down her chest. Her heaving chest made her cleavage look especially alluring to him. Feeling embarrassed as Liz came back up for air, Phillip let the conversation die out and focused back in on the game. He talked a little to David, who had finished off another three beers since an hour had passed since Halftime. "Hey buddy," Phillip said, nudging David. "You OK. Have you had too many?" "What? C'mon. I'm fine," David said. Phillip glanced at Liz and saw her cringe. He decided to pick up all of their plates and glasses and bring them into the kitchen. Excusing himself by saying that he needed a break from the non-stop football, he started washing their few dishes. His mind drifted back to Liz's plunging neckline, and then he thought maybe he should go. Clearly something wasn't right in the house and it wasn't fair for him to be fantasizing about Liz's boobs while David was right there watching football. Phillip heard a few beer bottles crash to the ground and then some whispering, followed immediately by David yelling, "I'm fine OK!?" Liz retreated into the kitchen and started helping him with the dishes. "I'm sorry, I'm not sure what's wrong. He's just... not very happy lately." Liz whispered to Phillip, making an excuse for David. "That's OK." Liz stopped what she was doing as a tear formed in her eye. "Its not OK. He's like this more and more often. I feel like I can't even hardly talk around here anymore and..." Liz glanced into the living room and saw that David had fallen asleep on the couch. Involuntarily she moved closer to Phillip, standing in front of him now, pressed against him lightly. "Its just that..." Liz was breathing a little heavy now, with a few more tears running down her face. "Liz, what is it? What's wrong?" He leaned down so she could whisper if she wanted to. Her face flushed and crying freely now Liz's face moved right next to his cheek, ready to tell him. Instead she took a deep breath and kissed him on the lips. Responding to the need in her kiss, Phillip put his arms around her and returned the kiss. After a few seconds he broke away and stepped away from Liz, looking down, feeling awful. "I'm sorry, I'm sorry Phillip, I'm sorry, its just, we haven't had sex in months. He doesn't even kiss me anymore." Liz frantically wiped the tears from her face and then quickly left the kitchen and went upstairs. Phillip took a minute to compose himself, wrote the passed out David a note, and left. The next day he talked to David who apparently had no idea what went on while he passed out. David said he didn't wake up till 9 pm, had a couple more beers and then went to sleep for good. Trying to search for details, Phillip probed deeper. "Yea, Liz seemed a little upset with you," Phillip said. "It's OK. She's concerned. She thinks I have a drinking problem and that I'm stressing myself out. It's fine. I'll make it up to her." Phillip decided that was enough information. Liz clearly hadn't said anything about the kiss and Phillip wasn't about to. As far as he was concerned, it never happened. Phillip liked Liz and in many ways she was gorgeous, but he had decided to put all of that out of his mind. It was a non-event, like a scene from a movie or something, it happened to somebody else. Two weeks passed and Phillips plan of pretending like it never happened was working out nicely. He had almost forgotten about the whole thing. Right up until the moment when David invited him over to their house for a big BBQ. Then it all came crashing back. Her heaving chest, her full lips, and the kiss. "A BBQ?" Phillip said, stalling for time and desperately trying to think of an excuse not to come. "Yea, we're going to have a bunch of people over, play some music, heat up the hot tub. It'll be great. It's supposed to be 70 degrees this weekend." Objectively it sounded great, but Phillip was now very concerned about being around Liz in swimwear. He wasn't sure at all that he could control his thoughts or his wandering eyes after what had happened. Of course, there'd be many other people there and maybe Liz and David had fixed whatever was going on with them. "I don't know, it's kinda short notice," Phillip said. "What? That's freaking bull crap, you know you don't have anything to do."
 "Hey!" Phillip said. "What? You know its true, now come on. Maybe you'll meet someone nice there anyway. We're going to have a lot of people there, some you've never met before, I think." Phillip really was in no position to say no. He'd have to just do his best to keep away from Liz and mingle with anyone he didn't know. Maybe he could leave early or something. "OK." A few days passed and Phillip thought he came up with an idea that will make sure he's not alone with Liz. He was going to play a part, like in a stage play, the part of "cool party guy". That's not normally something he would try to do, but he thought if he tried his absolute best to be outgoing and funny that several people at least would flock to him and he wouldn't be alone with Liz at all. To execute this plan he dressed in a really loud shirt, a bright yellow button down combined with nice looking pants. He decided he wasn't going to bring a bathing suit, he wanted no part of getting into the hot tub, especially not if there was a chance that Liz would be around there too. He also decided to wear some blue wayfarer sunglasses. His secret weapon for being "cool party guy" was an old school instant camera. The camera was new, a Fuji Instax 200. But the effect was the same classic square of film ejecting from the camera and developing before everyones eyes in a few minutes. Phillip had brought it to a Christmas party last year and everyone loved it. People were begging to have their pictures taken all night with him and others and everyone smiled and laughed as the pictures slowly came out. Phillip was hoping the effect would be the same tonight. He was positive all of this would work. He arrived 45 minutes late and planned on leaving after a couple of hours. Just enough time that David wouldn't be able to complain that he left early. When he first arrived to their large house, he felt good. Someone opened the door for him who turned out to be a stranger named Mike. Apparently Liz and David were too busy dealing with all the guests and having fun. Good. Within a few minutes he felt sure that his plan was working. A couple already slightly drunk people were drawn to his loud shirt and the ridiculously large camera that he had with him. At first no one said anything, but then a woman named Marie asked him what kind of camera it was. As a response, he lifted the camera to his eye, centered it on a couple standing near him and took a picture. As soon as the picture was pushed out of the camera people knew what it was and crowded around to see it develop. Soon everyone around wanted to try it out. Everything was going just as according to plan. Until about 45 minutes after he got there, David finally greeted him. David who was clearly shitfaced drunk already. "Heeeeeeeey Buddy, what's up? How long have yoooouuu been here," David slurred his words, big time. He stumbled towards Phillip and practically fell down. Phillip held him up and looked at him, eyes wide. It wasn't 9 pm yet and David was completely drunk. "You OK David," Phillip asked. David composed himself and stood up. "Yea, I'm fine. We're just having a party riiiight?" a few people cheered and David took a large sip of an unknown, dark, mixed drink. David walked away, presumably to get another drink. Phillip watched him go into the kitchen and lightly spank the butt of a woman he didn't recognize. Apparently David was pretty friendly with her though as her only response was to turn around, laugh, and exchange a few words with David. Phillip caught sight of Liz and immediately regretted coming. She was looking deeply upset and trying desperately to hold things together because of the 25 people that were in her house at that moment. Phillip's mind started racing, trying to come up with a reason to leave before something got out of hand. Before he could do anything, Liz approached him and the group he was talking to. Wearing a brave smile Liz moved into the group and said, "Wow, that's a cool camera Phillip." A few more pictures were taken and Phillip had to replace the film pack. Phillips blood pressure relaxed as he didn't see David anywhere and Liz seemed to be relaxing and having an OK time. He downed a few beers along with everyone else and tried to get back into the party spirit. An hour later Phillip had just finished playing Cards Against Humanity with Liz and a few others. When they'd decided they had enough, Liz leaned over and whispered in his ear "David went upstairs to bed, he's had too much to drink." Phillip shrugged his shoulders and tried to give Liz a look that said, "Well, what can you do?" Liz smiled at the group, a much warmer smile than the fake one she'd been putting on for show earlier and said, "Hey, a few of us are getting into the pool out back, ya'll should join us." A few people answered in the affirmative and Phillip looked at his watch, thinking now would be a good time to leave. "David can you help me with something for a minute?" Liz asked, walking away and motioning for him to follow. Phillip grimaced and followed her, unable to deny a friend asking for help. Liz led them to a spare bedroom on the first floor. "I want you to take my picture with your instant camera." "OK sure, its been a big hit with everyone. Most people haven't seen one in a real long time." Liz disappeared into a walk in closet for a minute and came out wearing a bikini bathing suit. Phillip just barely contained a gasp. Liz looked stunning in the tiny bikini with black poke a dots. Calming himself he cooly said, "Nice bathing suit." "Thank you." Liz turned on a table lamp and then stood in front of Phillip. After a minute she laughed and said, "Well?" "Well what?" Phillip had been too distracted by Liz's body. Her chest was heaving and she really did look incredible. "Take my picture dummy, that's what I called you in here for." "Oh right, I'm sorry. I've had a lot to drink. On the count of three, OK? One... two..." Before he got to three, Liz reached behind her and unsnapped her bikini top. Her breasts were revealed as the tiny top fell to the floor and the flash for the instant camera went off. Phillip was stunned. He froze as the print was ejected from the camera. He couldn't stop staring at Liz as he felt his penis get hard. He guessed she had C cup breasts, but on her thin figure and short frame, they appeared huge. Liz bent down and casually picked up her top, then walked over to where Phillip was frozen. She took the print out of the camera. She placed it on the table as she put her top back on. Phillip was no longer frozen in place, but he was still keenly aware of Liz's body and had yet to say anything. He didn't know what to do. "I think you should come hang out with us by the pool for a while OK? Grab a beer and come find me." Phillip took a deep breath and said he would. By now, the picture had developed. The beauty of Liz's perfect breasts were immortalized in all their glory. Liz picked up the picture again and slid it into Phillips back pants pocket. Standing so close to him, she pressed her body against his and said, "You keep that, I don't have any pockets right now." Liz stepped out and only then did Phillip realize he'd been partially holding his breath. He sat down on the bed and took several deep breaths, feeling his heart rate begin to slow down. He knew he should leave, now, this instant and possibly never come over to this house again. He should either tell David the truth of what had happened, or barring that, just stop being friends with David and Liz all together. Instead he got another beer and did exactly what Liz asked him to, he went outside to the pool and found her lounging in the shallow end. Her body was now soaking wet and gently lit by the few lights they had outside. Phillips dick was still hard and he worried about how noticeable it might be as he walked over to Liz. "Oh good, you decided to stay, I'm glad." That's What Friends Are For "Yea, I decided to stay for a little while," Phillip said. He took off his shoes and socks, rolled up his pants and let his feet dangle in the warm water. "Sorry if I scared you, I just thought it'd be funny," Liz said. "That's OK. It was pretty funny." Now Phillip was even more confused. Was Liz really just being funny and feeling the effects of a lot alcohol? How much was the free flowing booze affecting him? Before he had time to think more another couple came over and began talking to them both about how great the party is. Phillip let his gaze wonder around the backyard in an attempt to calm his libido. He scrutinized the pool and the other people who were partying. He looked up at the night sky and examined the stars, taking a few sips of his beer. It took a second to hear Liz calling his name. "Huh? I'm sorry, I was lost in my thoughts," Phillip said. Liz was standing up in the pool, close to the edge next to him. Her incredible cleavage was unavoidable as he looked down at her to talk. "I said, take your pants off." Phillip froze and scrunched up his face, looking at the couple standing nearby. "What?" "We're going to play a pool game and we need you, so unless you have a bathing suit somewhere, you're gonna have to go without." Understanding a little better, Phillip answered, "Go without?" The other woman, Mary, answered, "Yea yea, just go in your underwear, it'll be fine. Jules is." Mary motioned across the yard and Phillip saw Jules standing next to a group in soaked boxer briefs. "Yea but..." Phillips alcohol fogged brain flashed to what kind of underwear he was dressed in that night. Most of the time he would be clad in boxer briefs like Jules, but tonight he had donned a pair of plain black briefs, so the effect of wearing them around the pool would be like wearing tiny speedos. Seeing his hesitation, Liz jumped in, "C'mon silly, it'll be fine." Most likely, the alcohol coursing through his veins was affecting his judgement, but Phillip saw the way Liz was looking at him and his mind flashed back to the way her body looked back in the spare bedroom. He felt a tingling sensation in his balls as his dick started to get hard again. He knew when he took his pants off and got in his pool that his erection would be on display to everyone, but what the hell right? It's a party! Phillip walked over to a chair and placed his shirt on the back. For a moment he felt self conscious about his body again, but looking around he realized there was no reason to be. He worked out, lifted weights, ran. He was tall and relatively thin. He didn't have bulging muscles, but he looked pretty athletic. Long and lean. Taking his pants off he couldn't help looking at the polaroid that Liz had placed in his back pocket. It wasn't the best quality picture of course, but it was plenty good enough to see her gorgeous chest again. He smiled and then put the photo back into his pants. A couple pairs of eyes followed his nearly naked body as he walked back over to the pool and got in, but he tried to ignore them. Phillip swam over to Liz and said "Well, lets get this game going." Practically beaming from ear to ear, Liz agreed. Phillip was sure she'd caught sight of his erection beneath the tiny briefs and smiled back at her. For their part, the other couple seemed not to notice. They were going to be playing two on two water volleyball. It'd been a while since he'd been in a pool, but the area they were playing in was shallow enough for everyone to be able to stand up and not have to swim the entire time. Back and forth the couples went, launching the ball over the net and volleying it back. Mary and James would score a few points, and then Phillip and Liz would score a few. A particularly competitive round led to the ball going back and forth for several intense minutes until Phillip finally scored. Liz shouted in triumph and high fives Phillip. Then, surreptitiously, Liz reached under the water and pinched Phillips butt. Startled, Phillip glanced at Liz, smiling uncontrollably. "Oh sorry," Liz said, with a look that said she obviously wasn't as she swam a few feet away. When the game ended the foursome got out of the pool and sat at a table, drinking a few more beers. Liz sat next to Phillip and placed her hand on his knee under the table. As the group talked her hand slowly rose up his leg. Minute by minute it traveled up Phillips leg, having the effect of driving him wild. The game had given him a chance to calm down some and get rid of the sexual desire running through his brain. Then Liz had gone and pinched his butt and now her hand was teasing him. His erection was back in full force. Finally, while laughing at something James said Liz moved her hand to Phillips crotch and grabbed his hard dick. After holding it there for a few seconds she removed it and used it to wipe pretend tears from her eyes. Phillips brain flooded with adrenaline as he glanced around the yard. No one else was outside now and he couldn't see anyone inside either. He dimly recalled a few people saying goodbye to Liz while they were playing the game. After another 20 minutes of drinking and talking, Mary and James said they had to leave and made their exit. Liz walked them out and Phillip finished drinking one last beer. When Liz returned, Phillip was putting his shirt back on and getting ready to leave. "Oh hey, where you going?" Liz said bouncing over to him, her amble breasts just barely contained in the still wet bikini. "I just figured the party is over, time to go" Phillip said. He couldn't help his eyes wandering over her body again. His mind was flushed with lust as he gazed at her strong legs, ample hips and delicious rack. "Sit down and stay for a few, I want to talk to you for a minute, I'll get you another beer," Before he had time to object, Liz was walking away to grab him a beer. Not bothering to put his pants back on, Phillip sat down as his mind raced through the possibilities of what could happen. What was he doing? This is his best friends wife for crying out loud! Liz returned and sat down next to him. Opening the beer and take a large gulp, Phillip decided to think and let Liz do the talking. "I know this night has been a little crazy, and I'm sorry if I've disturbed you. It's just... I know you and David are good friends, but... like I told you before, our romantic life is at rock bottom right now. I've tried everything. I've lost weight, I've tried to wear sexy clothes around him, I tell him I want it.. uh... sex I mean. Anything. He's just not interested. He doesn't even kiss me anymore. He just tells me he loves me, and even that sounds grudging." "I'm sorry Liz," downing the beer Phillip turned to her again. At the mention of sex and clothing, his dick began to stir again. He couldn't help it. At least now he had a shirt on though. "I know, I know I shouldn't be telling you this. But it's hard for me right now." Liz leaned closer to him and dropped her voice to a whisper. "I just feel like I need some physical attention, that's why I've been flirting with you so hard tonight. It felt good to have someone safe show interest in me. I have... needs." Liz was breathing hot on his neck as she whispered in his ear. She placed her hands on his shoulders and kissed him, like she did before, with a hunger. Phillip tried to resist, keeping his hands at his side, but he didn't pull away. Liz's pulled him closer and kissed him deeper. Liz reached behind her and undid the clasp holding her top together and let it fall into her lap. Her gorgeous, pale breasts spilled free. Phillip pulled away, his eyes locked on her tits and his mouth agape. "Liz I ..." Before he could say another word, Liz grabbed his hands and mashed them onto her boobs, then dove in to kiss him more. It was over for Phillip, he couldn't resist anymore. His hands squeezed her body and returned her ravenous kisses. Her soft skin in his hands felt amazing and his engorged dick felt like it was trying to burst through his briefs. Liz broke the kiss next, seemingly out of breath. Her skin flushed and she was breathing heavy. Phillips eyes found her breasts again and fondled them more with his hands. For her part, Liz's eyes found his crotch and the unmistakeable bulge straining against the cotton fabric. She stood up and Phillip stood up with her, now towering over her. Liz hooked her fingers in the fabric of his briefs in slowly started moving one hand inside. "Hmmm... what have we got here?" Liz said playfully as her hand moved over his dick. His lust fueled penis felt hot in her hands, wrapping her fingers around his shaft and feeling how thick and long it was. She moved her hand and cupped his balls, realizing everything about Phillip was more... generous than David. Phillips mind went momentarily limp as her hands moved over him, involuntarily moaning as she grabbed him. Looking down he saw something he never thought he'd see. Liz's face was looking up at him, her eyes closed and her mouth slightly agape. Phillip could see her beautiful cleavage and her tits, beyond that he saw her hand plunged into his briefs and moving over his dick. Liz wasn't sure what she wanted, except that she wanted to see Phillips dick, after that she didn't know. Was she going to fuck him? Her body yearned for sex, but mentally she wasn't sure if she was ready to cheat on her husband... with his best friend of all people. Before she could get cold feet, she took both hands and grabbed the elastic waste band, pulling them down to his feet. She hesitated a moment before looking, reveling in the fact that for the first time in months, there was a naked man in front of her. She looked up and her eyes boggled. Maybe it had been too long since she'd seen one, or maybe she'd underestimated how big it would be based on how it felt, but to her eyes Phillips dick looked huge. Long, thick, and beautiful. Her tits hardened and she felt the need of her body grow as she took in the rest of his body. "Take your shirt off" Liz ordered. Phillip complied and she looked over his body again. Lean, muscular, and with his long dick protruding out like a flag, the whole effect drove her wild. She knew what she wanted and she wasn't going to give Phillip a chance to say no. His heavy breathing caused his chest to rise and fall dramatically, she grabbed hold of the shaft with both hands and felt how hot his dick was. She couldn't remember a time that had been this erotic with David. Even when they had sex a long time ago, it was clinical. Like a chore to be performed. Liz smiled as she continued to ogle Phillips cock. She used her left hand to cup his balls, fondle them back and forth, and she used her right to slowly start jerking him off. A previous boyfriend had told her she had a tendency to squeeze to hard when she was playing with his dick and had taught her to be firm, but gentle. She put that lesson to use now as she gradually increased the tempo of her strokes. Phillip moaned, loudly, and put his hands up to his face in an attempt to control himself. Liz marveled at how big it was. She knew basically what to expect after seeing Phillip prance around in soaked briefs for so long, but she was still surprised she'd never noticed how big he was before. She must have been consciously or unconsciously avoiding looking at his crotch. She used to try and size guys up all the time, like a mental game. Her eyes were always on the lookout for tell tale signs of tenting in mens pants. But somewhere along the way, when sex had become boring with David she must have switched all that off. Now she was very aware of every inch of Phillips long, thick penis. She examined the veins bulging and the color of the head. She noted how the head of his penis was a little bit thicker than the shaft, a real feet considering how thick the shaft was already, giving it a slight mushroom look. Measuring, she placed both her hands on the shaft and noted possibly two inches protruded beyond her hands including the head. She wanted to taste it so bad, especially now that it was right in her face and she'd been listening to Phillip grunt and moan. Now he started to thrust into her hands, fucking them with his desire. He might not have even realized what he was doing. Seeing his body thrust back and forth made her picture what it would feel like if he was plunging in and out of her body... Liz moaned as she opened her mouth and kissed Phillips penis. Phillip practically cried out. Liz kissed it more, opening her mouth a little more and using her tongue. Rolling it around the head of the big dick, she made sure the whole thing was nice and wet. She held onto the shaft with her right hand and braced her left hand against Phillips body. She wanted his dick, but she wasn't ready for him to thrust into her mouth real hard just yet. "You like this?" Liz asked sweetly, looking up into Phillips eyes with his dick sliding into her mouth. Phillip nodded frantically. Liz slowly removed the dick from her mouth. "What do you like?" Phillip took a deep breath and said, "I like your mouth on my dick." Liz slid it back in, feeling its warmth in her mouth, its thickness keeping her teeth wide open. She rolled her mouth around it and moved her tongue all over the sensitive head. Then, in quick succession she plunged it in and out of her mouth several times. Phillip yelled and grabbed a hold of her head. Liz pulled the big dick out of her mouth and gasped slightly. "Sorry, I couldn't resist, but you're going to have to be more quiet." Phillip then remembered his best friend, and her husband, was still in the house. He should feel sorry, but right now the erotic sexual energy mixed with alcohol was banishing all those thoughts from his mind. In the state he was in, looking down at Liz and her gorgeous body, his dick enveloped in her warm, wet mouth, he didn't care about David at all. "Liz, do you want to touch yourself?" She smiled around his dick and said "Mmmm hmmm..." "Do it then, touch yourself, imagine my big dick being in you and touch yourself," Phillip said, pushing his hard dick a little further into the back of Liz's mouth. The feel of her lips and tongue cut through the alcohol and set his body on fire. Liz took a moment to take off her bikini bottom and then assumed the position again, happily jamming Phillips fat cock back into her waiting mouth. She loved it, loved having a dick in her mouth again, but felt especially glad that it was Phillips, someone she trusted. Still stroking him with her right hand as she moved her mouth up and down, she used her other to begin exploring her own sex, feeling her body tremble as she did so. "That's right Liz, good girl. Do you like being told what to do?" Liz nodded her head up and down and hummed "mmmmm hmmmmm" with her lips still gliding up and down the long shaft of his manhood. For a moment she removes her mouth and looks up him, her heaving chest lifting her breasts. "Lets move over here away from the pool... and the light." Liz's knees were hurting here on the concrete by the pool. She walked silently with Phillip over to the grass. Before resuming her assault on his penis, she grabbed his head and pulled it down to her breasts. Phillip didn't need any more encouragement. His mouth opened and enveloped her right nipple, his hands wrapped around that same breast and smashed it against his face. Phillip moaned uncontrollably as his tongue flicked back and forth across her tight nipple. As good as it felt, Liz wanted to get back to work. She pushed him away and happily kneeled down in the much softer grass. She kissed his dick a few times before sliding it back into her mouth, frantically going to work. Up and down her mouth plunged on his dick as one hand caressed the shaft. Her other hand reached behind Phillip and grabbed his butt, gently pulling him closer to her. Liz can't believe how good she feels as Phillips hips buck into her, pushing his dick into the back of her throat. She slides a few fingers inside herself again as her mouth finds a wonderful rhythm on his dick. She wants him to cum. "Please cum Phillip, fill my mouth up," she moans as she takes his cock again. Faster than ever now, Phillips hips are fucking her face and she feels it swell in her mouth. She grabs his balls and gives them a light squeeze, begging for the release. "I'm gonna cum right now, ohmygod," Phillip practically yells. With one final, unintelligible moan, it begins. The best orgasm he's had in years washes over him as jets of his seed shoot into Liz's mouth. Thankful for the warning, Liz slid his dick out of her mouth so that just the head of his penis was past her ruby red lips. Swallowing the first load quickly, she was ready for the next as she milked his dick for everything he had. Hoping for more, she swallowed another mouthful and then closed her mouth around Phillips throbbing penis as his spurts slowed to dribbles. Thrilled to be back in her mouth, Phillip thrusted a few more times to finish his orgasm and one last little jet of cum flew into Liz's mouth. She loved it. When he had enough, when his load subsided, he removed his dick from her mouth's embrace and stood over her, watching her flushed face as Liz closed her eyes, saw her fingers continue to probe her vagina and plunge inside of herself. He stared at her gorgeous breasts again and knelt down in the grass to get a closer look. Not satisfied, he leaned over and took one of her nipples into his mouth, loving the sound of Liz's voice as she said, "Oh god that feels good." He grabbed the breast with both hands and sucked on her nipple a little harder, rolling his tongue over it and loving every second of it. It'd been so long for her Liz wasn't sure she was going to be able to, but now with Phillip attacking her breasts she knew an orgasm was building, and it was going to come soon. Her body was on fire and she felt electricity flowing from her head to her toes. She'd love to ... "Oh, Phillip. Oh god. Please... I want you. Want to feel you inside me," she begged, pure lust clouding her brain. Just then, Phillip forcefully grabbed her hands and pulled her up so she was standing, within seconds he turned her around and bent her over the nearby picnic table. He'd felt his dick harden again as he sucked on Liz's breasts and knew from her vocalizations what she wanted. What she needed. Without thinking, he jammed his penis into her fast and hard, causing her to cry out from the sudden large intrusion. Liz slammed her hand down on the table. Now, bent over the table, her upper body pressed against it like a common whore Elizabeth felt her body about to explode. Phillips thick member prodded in and out of her, his body pressing up against her ass firmly as he pushed it all the way in. With all of his weight pushing into her, Phillip reached around and grabbed her breasts, both hands roughly tormenting her, "Come on baby, come on. I know you need to." Liz couldn't take it anymore, her body had built to a peak and exploded as Phillips long dick slammed into her again. When he felt her orgasm hit her, he picked up the pace of his thrusts a little and Liz cried out in a combination of ecstasy and agony. "Oooooh god... keep going ... please, yes... uuhhhhhggghhhh," not able to hold herself up at all, her body went slack. Only able to mutter, "don't stop..." as she rode the waves of her orgasm. Afraid of hurting her, or making her uncomfortable, Phillip slowed his thrusts to a very slow, careful in and out motion while Elizabeth rode her orgasm to its final completion. "God Phillip, that was amazing, fuck... its been so long for me," Elizabeth said, still out of breath. "Liz, turn around," Taking a deep breath, Liz rolled over so that she was lying on her back on the table, her legs still hanging off the side. Phillip grabbed them and moved his body close to hers again. "I still want to cum in you baby." That's What Friends Are For "Oh my god," Liz said. She opened her legs wider and wrapped them around Phillips waste as his dick probed her pussy again. "Be gentle OK." Liz began to fantasize about Phillip cumming again, this time inside her, feeling his hot cum explode deep in her quivering pussy. The erotic thoughts flooded her vagina with wetness again, making it easy for Phillip to plunge in and out after her intense orgasm. She wanted it so bad, wanted to hear him shout again and jerk his dick deep in her. "Cum for me baby, give me a huge load." Phillips heart raced as he felt another orgasm building in his balls. He leaned over further and covered Liz's whole body with his, his mouth mashed down on her breast as his hands reached under and gripped her hard ass and pulled it closer to his plunging dick. He just barely controlled his shout, stifling it into a grunt he'd never heard before as cock shivered and pulsed and shot his cum into Liz's warm, waiting body. "Yesss baby, give it to me. Please, I want it all, deep inside me. Oh fuck!" Shot after shot of hot, sticky cum blasted its way deep into Liz as Phillip collapsed on top of her, his breaths coming heavy as he gasped for air. It all sent her over the edge again; Liz slammed her mouth down onto Phillips shoulder to keep from screaming as another orgasm rocked her body to its core. After a few minutes they both caught their breath and seemed to return to some of their sense. Quietly they put their clothes back on. Without saying anything, Phillip kissed Liz on the lips. Nothing had to be said between them. They both knew he had to leave and he then walked to his car, closing the gate to the fence on his way out. What happened, happened, and was amazing. But it could never happen again. With her clothes still halfway put on and disheveled, Liz walked inside, tears streaming down her face. Tears caused by the incredibly erotic and explosive sex. Tears caused by the happiness of being with a great man after so long, one who showed her once again what it felt like to be a woman; to be desired and pleased. And tears from knowing she'd never get to be with him again, the greatest lover she'd ever had. That's What Friends Are For We had known Phil and his wife, Ann, for a few years. Ann was away for the weekend seeing some old school-friends so we had invited Phil out for a meal and a drink. We invited Phil back to our house for a nightcap and I went to the kitchen to prepare some drinks. While I was in the kitchen music started coming from the living room, nothing raucous, just something quiet and relaxing. I was bit surprised when I returned to the living room to find Sue and Phil dancing to the music. The dancing was more of a smooch really. Phil had his hands on Sue's waist and had pulled her close. Sue had her head on his shoulder and they were moving together very well. When I offered them their drinks they looked a bit sheepish as they broke apart and collected their glasses. We all sat down, Sue and I on the sofa, Phil on a chair and discussed the evening and what Phil's wife would be doing now. I admitted that I found Ann attractive and would happily take her out on a date if we were both single. This resulted in Phil saying how much he liked Sue, to which I replied that it was fairly obvious from the way they were dancing that Sue liked Phil too. Sue gave me a slight punch / nudge but didn't deny it. Well, before the conversation got too heavy Phil finished his drink and said it was time to leave. The music was still playing so Sue stood up and instead of saying goodbye, offered Phil a goodnight dance. Of course Phil was too much of a gentleman to refuse and they started swaying to the music. Within a couple of minutes they had moved closer together and they were more or less in the same position as when I had brought them their drinks. As they continued to dance one of Phil's hands moved down to Sue's bottom and seemed to pull her closer. Sue didn't object and when they turned so that Phil's back was to me, I noticed that she looked very comfortable with her head resting on his shoulder. While they were in this position, with Phil's back to Sue's eyes suddenly opened and she emitted a slight moan. When they completed their turn so that Sue's back was to me Sue's skirt was hitched up slightly and Phil's hand was underneath it. I knew that Sue had worn a thong for the night out so I assumed Phil was having a quick feel of Sue's bum before he headed off home. A slightly faster song started playing and they moved slightly apart but continued to dance. While they danced Phil was trying to look down Sue's blouse and I knew that as I had noticed Sue was bound to have too. Sure enough she moved towards him and rubbed her breasts across Phil's chest. He was a bit surprised but quickly recovered and happily stood his ground, allowing Sue's arousal to increase and her nipples to become visible through the blouse. Phil leaned in and pulled Sue close to him again. He glanced across at me possibly expecting some reaction but I just smiled and gave him a slight nod. They continued to dance and the hand I could see again made its way down to her bum and he started caressing her cheeks. I was getting more turned on by the second and was wondering how far this was going to go. We had never really discussed involving anyone else in our sex life so we were definitely pushing back the boundaries even though it had not gone very far yet. I went to get another drink for myself and I deliberately took my time to see if my absence allowed things to progress. When I returned and sat down again they had turned around and Phil's hand had risen and was in the middle of Sue's back. The beat of the music changed and they moved apart. Phil started to slide his hand round towards the side of Sue's body and moved it up until he was just touching the side of her breast through her blouse. Phil then stretched his thumb out so that it reached around to the front of the breast and stroked across Sue's nipple. This elicited a groan from Sue. I was fast coming to the conclusion that Sue was becoming so aroused that she would be willing to take things to their natural conclusion. I suddenly felt a bit unsure about that but as I'd not stopped them at the start I decided to go with the flow. Of course the alcohol I had consumed probably had something to do with that. Phil leant down and whispered something in Sue's ear. A look of surprise came to Sue's face, as if she suddenly realised that it wasn't me she was dancing with and who was fondling her breast and she pulled away. She stared across at me as though she expected me to object and when I didn't she relaxed and turned back towards Phil. Phil moved her body slightly more away from his and fully cupped her breast in his hand. He turned her so that I could see what he was doing as he gently squeezed and fondled her breast. Sue's eyes were closed as she gace herself up to the pleasurable feeling Phil was causing but Phil was looking at me. As he was a friend I assumed his expression was one seeking approval for what he was doing and encouragement to go on. When I still didn't object his fondling and squeezing of her breast became more pronounced. Sue opened her eyes and saw Phil looking at me and she too looked across at me then turned her body even more. I could now see exactly how he was caress her breast. He would alternate between holding it in his hand gently squeezing it and cupping it whilst brushing across the very prominent nipple with his thumb. Each time Phil tweaked her nipple Sue would chew slightly on her bottom lip – a sure sign of the passion building in her. By now, although the music was still playing, Sue and Phil had given up any pretence of dancing, they just gently swayed to the music. Phil continued his ministrations until the music stopped. I was quite surprised when Sue eased herself away from him and walked across to the Hi-Fi to put on another CD. I think she was giving me a chance to stop proceedings but I was so caught up in what was going on that my erection was painful in my trousers and I had committed myself to seeing it through. When Sue walked back to the middle of the room her nipple was clearly pressing out the thin material of her bra and blouse. As she walked back she smiled at me mentioned that the room was getting hot. She then undid the top buttons on her blouse, causing it to gape, exposing the tops of her breasts and her nipples because of the half-cup bra she was wearing. Sue turned back to Phil and held out her arms for him to continue the dance. Phil moved towards her, her blouse gaping because of the loose buttons and her breasts being thrust up and out by the bra, and he stared at the tops of her breasts, obviously keen to try to see more. Phil placed one arm on Sue's waist and the other returned to stroking her breast. They both stood facing me and I watched as Phil slowly moved his hand down to the bottom of the blouse and underneath the material. His hand then rose until he had firmly grasped her breast. This time instead of caressing her breast his fingers made straight for the erect nipple that was all too apparent above the bra. Sue would close her eyes for a few seconds then open them and stare directly at me as Phil continued his caresses. This went on for a few minutes by which time Sue was beginning to breathe quite deeply. Sue then raised her hand to her blouse and began slowly to undo the remaining buttons on her blouse from the top. She watched me as she opened all of the buttons, leaving the blouse gaping open to the waist. Once it was fully open I could see Phil's fingers as they squeezed and pinched at her nipple. Sue looked at me and her eyes dropped to my groin, where my erection was all too apparent. Sue moved in front of me and Phil moved behind her. As Sue undid the buttons on the sleeves of her blouse Phil lowered the blouse from her shoulders, revealing the half-cup bra supporting my wife's lovely breasts with her nipples poking out above the bra. The blouse dropped to the floor then Phil reached round and cupped both breasts. Sue's eyes closed as Phil squeezed and caressed her, ensuring that he spent time tweaking her nipples. Her eyes opened and she wriggled her body as the cooling air caressed her bare flesh. My next surprise was when Sue told Phil "Get my tits right out.". Phil showed no hesitation in undoing her bra and Sue then leant forward and shook her chest in my direction. This freed her breasts and her bra worked its way down her arms until she allowed it to drop to the floor. Sue and Phil turned to face each other – side on to me – and Phil reached out to again fondle the now free lovely breasts of my wife. While he was doing that Sue took hold of the bottom of his t-shirt and started lifting it. Phil briefly released her breasts and Sue worked his t-shirt above his head and dropped it to the floor. She then raked her nails gently down his chest. I had experienced that so many times I knew exactly what please Phil would be feeling. Sue had decided to get things moving more quickly because she moved her hand straight to Sue's belt, loosened it, then unzipped his trousers and worked them down his legs. When they reached his feet, Phil stepped out of his trousers and his shoes, and was left wearing only his underwear. His erection was tenting his underwear and as Sue stood back up she took hold of his cock and stroked it through the material. I decided I might as well join Phil in his undressed state and quickly stripped myself of my clothes. I stood up and moved towards Sue but she turned to me and shook her head. She told me to sit back down on the chair. I was somewhat disappointed but made my way back to my seat, sat down and started stroking myself. Sue turned me and told me to make sure that I didn't come be cause she want everything we both had. Phil reached around to the back of Sue's skirt and unzipped it. Sue wiggled her hips and the skirt fell to the floor, revealing that all she had underneath it was a suspender belt and her stockings. I didn't have a clue what had happened to the thong she had been wearing at the start of the evening. (I subsequently learned that she had taken it off as soon as she had got home after Phil had dared her to before they started dancing.) Sue looked fantastic, her high-heeled shoes helping to shape her long legs that seemed to go on forever. Phil got down on his knees in front of her and started stroking her legs through her stocking whilst kissing the exposed tops of her thighs. Sue grabbed Phil's head and crushed his head in the gap at the op of her legs. She then edged backwards to the sofa, where she sat down and opened her legs. Phil moved away from her and I could see the thin strip of hair above her slit. As she lay back of the sofa she opened her legs wider then reached down and ran a finger through her very moist lips. Phil and I watched as she dipped her finger into her tunnel then used her juices to lubricate her clit. Phil took the opportunity to lose his underwear and, like me, slowly stroke his cock as he watched Sue. Massaging her clitoris with one hand, Sue plunged three fingers of her other hand into her slit. Phil then moved in and started kissing her breasts but didn't take long to move his mouth down to her groin. He removed Sue's hands and replaced with his own and his mouth. It took only a couple of minutes of Phil licking around and penetrating her slit before Sue had her first orgasm. Sue reached down and took hold of Phil's head and eased him away from her sex. She tugged him gently upwards and he moved willingly until his cock was at the entrance of slit. He rubbed his cock across her lips, mixing his pre-cum with Sue's juices. He then kept his cock just at the entrance to Sue's slit, moving his hips in a circular pattern. Sue tried getting his cock inside her by moving her hips towards him but Phil was wise to that and kept teasing her. Sue's arousal was building again, her nipples as erect as I've ever seen them. Phil eventually took pity on her and eased his cock inside then slowly eased out again. That caused Sue to moan with a mixture of pleasure and frustration. Sue then became quite vocal, telling Phil to put it in as far as it would go. Phil thrust back in to Sue and she reached down to grab him and keep in. Phil uttered a groan and I knew then that Sue was using her muscles to clamp down on him and keep him inside. They lay like that for about five minutes with Phil hips twitching as Sue stimulated him. She then released him and he started moving in and out. Sue kept time with him and their pace gradually increased. I moved over to them and brushed my cock against Sue's lips. Her mouth opened and I eased my cock inside. Sue moved one of hands from Phil and started stroking my balls and up and down my shaft and she also teased the end with her tongue and lips. Phil's pace and thrusting increased to such an extent that I couldn't keep my cock in Sue's mouth so I moved back slightly. As her arousal increased, Sue pulled faster on my length. Suddenly Phil announced that he was going to come and as he spurted inside her Sue moaned as another orgasm took her. That was the encouragement I needed and my orgasm hit me, my come landing on Sue's chest. My orgasm was so intense that my legs gave way and I ended up on my knees. From that position I leaned over and kissed Sue and told her how much I loved her. As Phil softened he slipped out of Sue then he and I both stood up, held our hands out to Sue and lifted her off the couch. I then went upstairs to run a bath for Sue. While I was gone Phil got dressed and as I came back downstairs he and Sue were embracing at the door. I walked him to his car and he expressed his surprise at what had happened. I reassured him that I was okay with it and hinted that it would be good if we could involve Ann next time. Phil said he'd see what he could do then got in his car and drove off. When I went back into the house Sue was gathering clothes together. I moved towards her, took her in my arms and held her close. We stood like that for a few minutes then Sue went upstairs to relax in her bath while I sat down to reflect on a surprising end to the night. That's What Friends are For Let me tell you about my loving wife. We've been married for eighteen years. Some of those years were really good and some were really tough. When our son was six I lost my job and money and tempers got short for quite a while. It was tough on all of us. She never gave up on me or on us. In the good times or the tough I've always been able to count on her support and love. I've always hoped she felt the same about me. Last weekend I found out how she felt about me in a way I never expected. Last weekend was Memorial Day weekend. We hadn't made any plans that I knew about. I figured we'd stay home, kick back, relax, sit out by the pool, and maybe do a couple things on the "Honey-do" list. I was wrong. Friday at work some of my co-workers said we should start the weekend by going to lunch at a nice place. I said I'd drive. When we got to my car there was an envelope on the dash. My car was locked and the envelope wasn't there when I locked it that morning. It had to be a note from Sara. I put the envelope in my pocket and noticed there was something in it besides a note. After we had ordered at Chili's two of the group took off for the men's room and I thought, "Why not?" I took the envelope out and opened it. A key fell out, clanked once on the table and then fell to the floor. I had successfully gotten everyone's attention. Brad all but crawled under the table to retrieve the key and when he handed it back he asked, "What's this for?" I read the first line of the note that came with the key. "Honey, I have a surprise for you this weekend at our cabin." I stopped reading out loud as the guys hooted and made noises about my weekend at the cabin. In less than a minute Brad noticed the intensity of my reading and asked me to share. I did. "Honey, I have a surprise for you this weekend at our cabin. Here are your instructions: After work you are not to come home. Drive to the cabin. Don't bring anyone with you. I know it's a big cabin but the surprise I have planned won't happen if you bring or invite anyone else. Stop along the way and eat. I don't want you to arrive hungry for food. Drive carefully and make sure you don't arrive until between seven and seven thirty. When you arrive shut off your cell phone and leave it in the car. You will find another envelope under the doormat of the cabin. Follow those instructions and I promise you a weekend we won't ever forget. I love you, Sara" There were the jokes and jibes about me needing to take Tuesday off the recoup from a weekend in the woods, about how Sara had decided to kill me and the way to do it and avoid prison was to fuck me to death and even a request for the address of the cabin so they could visit and bring me Viagra and vitamins. I told them the cabin was in the mountains outside Idlewild and I made up an address. Our cabin is near Big Bear Lake not Idlewild. Back at work I found I wasn't getting anything done. Sara had surprised me before but never anything so dramatic. I knew sex was a big part of the surprise but what was she planning? Finally it was one minute after five and Brad stopped by my office. "Decided to work overtime tonight?" He asked. "Yup. One full minute." We walked out to our cars and Brad said, "You know every guy at lunch and every guy we told about your surprise hates you." "Hates me?" "Damn right! I am alone this weekend. Not even a date. And you are off to a weekend of sex and love with one of the most attractive, sexy women I've ever met. I hate you and I envy you. Enjoy it for all of us who don't have your life." He got is his car and drove off, leaving me standing in the parking lot watching him go. He thinks Sara is sexy. So do I. He envies me. So do I. I did get in my car and as I drove to Big Bear Lake I thought about what Brad said. If I accepted the challenge I had a heavy responsibility to the guys to really get with the program and enjoy every moment of this weekend! OK! I could do it! I had dinner in the car. Having been on the road with my job I think I've had as many meals behind the wheel as I have had sitting in a restaurant. I followed instructions and drove very carefully. When I saw a rest stop about half way up the mountain I pulled in, used the porcelain facilities and threw away the evidence of where I'd had dinner. I arrived at the dam at Big Bear Lake at seven. Fifteen minutes later I was at our cabin and had my second surprise. The first was the envelope. The second surprise was that Sara's car wasn't parked at the cabin. I parked and went to the mat. The porch light was on and the envelope was there. Near our front door is a bench made of a fallen log. I sat and read. "Hi Honey. You made it! I'll bet you are full of questions and anxious to get this weekend started. However, I want you to take your time and read this carefully before you take the key out of your pocket and use it. I want you to do me a favor. I have never asked for a favor this big before. I had you drive all this way in hopes that you would do me this favor. Read what the favor is and decide. I love you either way, but I want you to do the favor. You are the best lover any woman could ask for. You always make the fireworks go for me and just snuggling with you makes me wet. I have a friend, no; we have a friend who has never had the kind of loving that you share with me. In the eighteen years we've been married I think I've had about seven thousand orgasms. She's never had one. The favor I want is for you to spend this weekend giving her the gift of being loved the way you love me. She is inside the cabin wearing a new nightgown. At five thirty she showered and shaved and has been getting ready for her lover. She heard your car and poured you a glass of wine. The bed has new linens on it. Everything is ready for you. Take off your tie. Take out the key and use it... if you are granting me this favor. If you aren't then drive into town to the market and park there. Turn your cell phone on and I'll call you. I love you, Sara" I read the note three times. My wife was asking me to go inside and make love for the weekend to another woman! She didn't tell me who. She did tell me I knew her. It took me a while to get my head around this favor. When I did I stood up, took the key from my pocket and opened the door. I stepped inside and closed the door. There were five or six candles burning in the living room. The cabin was very quiet. "Hi Honey, I'm home." I called out. "I'm scared." The voice was like that of a young girl and was coming from the kitchen. "Do you have a glass of wine for me?" "Yes." "Drink half and count to ten." I waited what I thought was long enough for her to do that and I said, "I'm gonna sit on the couch. When you're ready come sit with me and give me the half you didn't drink. I need it." I sat and waited. I heard her move and resisted the urge to turn and look. She sat next to me and held out a full glass of wine. "I refilled your glass." It was Kelly! Of all Sara's and my friends I would not, did not, think it would be Kelly. She is sexy and sensual. Her short red hair was shining in the candlelight. The sparkle in her eyes showed that she was both excited and scared. I looked beyond her face and saw a very sexy nightgown that covered but did not hide her body. Her C cup sized breasts were visible and my attention was drawn to her dark and hard nipples. They were conical, puffy, as though swollen with lust. I took the wine from her hand and swallowed half. Then I put the glass on the end table and turned back to Kelly. I slowly put my hands on her face and drew her to me. Our first kiss was soft and slow. Not tentative, but gentle and slow. I thought about the words in Sara's note. She's never had an orgasm. I need to go slowly, gently into this dark night, I thought. She didn't resist but didn't participate very much either. I kissed her again and again, my hands still holding her face. She was beginning to warm up. At first she was holding her breath as we kissed. Now she was breathing and pressing her lips against mine. A few more kisses and she parted her lips just a little. I pressed in with my tongue just enough to touch her lips and run my tongue along her lips. When that kiss ended I let her face go and stood up. I took her hands and helped her stand. Then I wrapped my arms around her and kissed her again. I wanted to go faster. I resisted. Sometime in that kiss she wrapped her arms around me and began kissing back. Many kisses later I had explored her back with my hands and she had explored most of mine. I had wanted to cup her ass but hadn't, yet. She broke the kiss and said, "Please don't disappear. I have to go." As she ran to the bathroom I saw her naked behind through the filmy nightgown and my erection grew harder. I looked at the couch and where she had been sitting there was a small wet spot. I finished off the glass of wine. I had reached my limit for the evening. I thought about taking the glass into the kitchen, but the door opened and Sara came back. "Feeling better?" "Yes, and I'm not as scared." I reached out and pulled her close. I moved slowly wanting her to always think she was safe. Kelly looked up at me and wordlessly asked to be kissed. I did. We did. And we repeated the process often over the next little while. Eventually, I wanted to sit down or lie down. We sat on the couch and Kelly turned in my arms so she leaned across my lap facing me. A couple kisses later she put my hand on her breast. I kneaded the entire breast and felt the nipple respond against my palm. When my fingers grasped her nipple she moaned into my mouth and her tongue plunged deeply into my mouth. Oh, it had been almost twenty years since I held another woman's tit in my hand. Oh, how sweet it felt. I had been going slowly and now moved the pace up a notch. I leaned forward and took that nipple onto my mouth, through the nightgown. She moaned again. As I ministered to her nipple and breast my hand caressed her arm. I felt the goose-bumps on her arm and realized that she was getting cold. I was the one dressed. I released her breast and helped her sit up so I could get off the couch. Her eyes went wide. "I'm going to start the other fire in the cabin." I used a wooden match and started the kindling and logs in the fireplace. In minutes the room had a warm feeling and glow. I went back to Kelly and kissed her some more. The goose-bumps were gone. She was warming to the situation and so was I. Over the years that we had known Kelly I had danced with her a few times and had worried that she always noticed my hard-on when we danced. I always noticed the firm press of her breasts against my chest and the way she molded her hips to mine. I had seen her in a bikini a few times as well, but never this revealed. One of the times we came up for air in our lip-lock competition I asked, "Are you ready to go a little farther?" Kelly looked at me with the firelight in her eyes and said, "I'm about to faint if we don't do more than kiss! I love you! I want you to love me!" "That may be the easiest request to give in to that I've ever heard." I stood up and helped Kelly stand. "Close your eyes." When her eyes closed I grabbed the hem of her nightgown and lifted it over her head and off. My hands went to the tiny triangle covering her pussy and as I lowered it I could smell her juices. She stepped out of the thong when I got it to her ankles. I turned my head and slowly went face first into her slit. Kelly was freshly shaved and smooth as a baby's butt. My tongue slid easily into her wetness. I felt her knees weaken so I wrapped my arms around her legs and helped her recline on the rug in front of the fire. As her head gently hit the floor I parted her legs and slid between them. Just before my tongue touched her again I said, "I'm going to lick, and suck, and nibble on you until you cum all over me. Take your time. There is no hurry. We have all weekend." Kelly's response was to grab my head with both hands and spread her legs even wider. I used my hands to part her lips and I touched my tongue to her slippery interior. Kelly moaned and said, "Oh God, that feels so good!" She was right. She felt fantastic! Slowly I licked her from bottom to top, pausing for a single flick across her clit at the top. She twitched when I touched her clitoris. When I came back to it on the second pass it was peeking out from its hood and she jerked hard when I touched it. Kelly's hands were holding my head tight and she was moving beneath my face like she wanted to somehow get all of my face into her pussy. Using my hands I put her feet on my back and reached around her legs to her breasts. I rubbed circled on her nipples with the palms of my hands and felt them tighten as the quality of Kelly's moans changed. "Oh God! Oh God! I'm shaking! Oh God!" She was getting closer to that first orgasm. I knew she wanted it badly and that only a sadistic bastard would back off when she was this close. I don't want to be thought of as sadistic so I sucked her nub into my mouth and pressed my face into her slit. Her reaction was instantaneous! She screamed, thrashed and flooded me with her cum! Her heels pounded on my back. Her legs clamped on my head and her hands grabbed handfuls of hair and pulled. I had thoughts about suffocating and what Kelly would tell the paramedics when they came to get the body. Those thoughts went away when Kelly relaxed enough that I could again get breath. My eyes watched her breasts as her breath calmed a little. I pushed myself up and folded her nearly in half. Kelly looked at my face and I placed my cock at her open and ready entrance. "I want you," I said. The instant her mouth opened I pushed into her all the way. Whatever it was she was going to say was lost forever in a long "Aaaarrrrruuuugggghhhhh." My cock throbbed I was so hot for this! I held still at the deepest and then slowly stroked in and out. Kelly met every thrust with her own. Her hands grabbed my sides and tried to pull me to her harder and faster. I paced my strokes and gradually increased the pace and the power of the hit when I reached bottom. The sound of her pussy and my cock slamming together was met with the sounds both of us were making with our mouths. This was not making love this was animals fucking with abandonment! I felt my cock swell and my cum propelling itself into her depths. Her walls gripped me and her juices flowed onto both of us as we came. We were panting and held as still as we could while we came down to earth again. I rolled off to Kelly's side and kissed her. At the end of the kiss Kelly looked at me and said, "Please Sir, when you're able, may I have some more?" and she giggled. We snuggled together on the rug until the fire was simply embers and the room was starting to get cold. "Can we go to bed?" "Sure. I'd love to sleep with you. I'll get the central heat going and meet you upstairs, OK?" "I'll wait for you." Kelly sat on the rug and waited while I started the heating system and made sure the doors were locked. I took her hand and we walked up the stairs together. At the bathroom Kelly pushed me inside and said, "Maybe we should shower. One of us got a little sweaty." She said it with a big grin. I didn't argue. The water was hot and soaping her delightful body gave me a wonderful opportunity to explore her and enjoy the feel of her. She returned the favor, with particular attention to my cock and his two close friends. She dried me and I dried her, although I don't honestly believe she ever got dry. We turned down the bed and got in. When I get in bed with my wife after sex she needs a little time before further activity. Kelly got in, pulled up the covers, grabbed my cock and began a slow stroke towards heaven. As she stroked we kissed and talked. It was difficult to concentrate on the conversation. "Those orgasms are my first." "I am surprised. I would have thought you were having O's quite often." "Jack never believed a woman could have orgasms. He thought you had to have a dick." "Almost makes me wish we had made a video so he could see what he missed out on." "Almost?" "Yeah. Almost. Truth is I don't want to share any part of that with anyone. I am honored that you and Sara picked me for this honor. Any man worth calling himself a man would love being with you." "I'm thirty four years old and no man has treated me like you just did. Why?" "Not to change the subject, but, are you wet?" "Yes." "Give me a taste." "What?" "Dip your finger into your honey and give me a taste." "It'll cost you." "What?" "If I give you a taste you have to fuck me again." "That was the idea. Only, I think you should fuck me." "OK!" Kelly's hand released my hard cock and seconds later came out from under the covers sparkling with her nectar. I sucked her fingers and flipped onto my back. Kelly threw her leg over my body and opened her pussy as she settled down over my cock. Her hands went to my shoulders after she aligned my shaft with her entrance, then she sat down on me. Her pubic bone against my skin, with grinding. Kelly must have practiced for the rodeo because she rode me like there was a prize for ridding hard and cumming often. I held her hips for a while and then held her tits and pulled on her nipples and she never stopped! She said she was cumming. She screamed! She threw her head back and damned near fell off the bed. But, she never stopped until I filled her cunny with another load. When I came she raised up off me and bent over to watch our combined juices flow out of her and drip onto my belly. She bounded out of bed, got a wash cloth and used it and her mouth to get us both clean. Five minutes later at least one of us was asleep. When my eyes opened the sun was up. On of the reasons we bought this cabin was that the windows in the master bedroom faced away from the morning sun. Some light still came in but not the blinding sunlight of dawn in the mountains. I was on my side and spooned against Kelly. My right arm draped over her chest and my right hand held her breast. I wasn't aware of what the clue was that I gave her that I was awake but she knew. Very softly she spoke. "Did last night really happen?" "Reach into yourself and see if you feel differently from most mornings." She moved a little and brought her hand up to her mouth. Two fingers went in and I heard a slurping noise. "It did happen! Thanks!" "May I remind you of something? That was Friday night. This is Saturday, then we have Sunday and a nice drive home on Monday. We have lots of time together." "From what I feel pressed against my butt I think you might want more of what we had last night. Is that how you want to start the day or can I offer you breakfast?" "Kelly, I want both. First, I want more information. You came easily last night. You were wet and willing and it seemed the most natural familiar thing for you to cum. Why do you think you haven't cum before?" "I think I never felt safe enough before. I also think it was the anticipation. Sara offered this weekend to me almost a month ago. We talked about it almost every day. She went shopping with me for the sheets on the bed, for the nightgown I wore last night and for the two you haven't seen yet. Sarah told me what you like. She and I went shopping for food and we picked out the CD's so we could have music. Damn, I was so nervous last night that I forgot to turn on the stereo." I tightened my grip on her breast and said, "I think the music we had was quite nice." It did get loud a couple of times!" "So do you think it would take that kind of build up for you to cum again?" That's What Friends are For "No! The way I feel right now if you touch my pussy I'll probably cum!" I released her breast and said, "Please roll onto your back." Kelly moved slowly, rubbing her back against me as she shifted position on the bed. I got off the bed. Her eyes widened and I grabbed her ankles. I shifted her so she was sideways on the bed. I dropped to my knees beside the bed and drew her to me. I kissed the inside of her right thigh with a soft, wet kiss. My hands and arms went along her outer thighs and held her hips. Kelly moaned. "God, you are such a tease!" "We have only just begun." I moved to the other thigh and kissed. I moved my kisses toward her pussy and moved my hands towards her tits. I watched, between kisses, as her nipples tightened and her breathing changed. As I switched to her other thigh I blew across her pussy. She shuddered and moaned. The next kiss was close enough to her pussy that I could feel her heat on my face. When I ended that kiss Kelly opened her legs really wide and said, "Please kiss my pussy." I kissed her outer lips with kisses ever so light. All around her slit I kissed. She squirmed and tried to push her pussy into my face. I found her hard nipples and gently held them. Then I plunged my tongue into her slit! Her reaction was an explosion! Her hips bucked and her pussy lifted my head as I was plunged as deep into her as my face would go. She screamed and it was a good thing that our cabin is as remote as it is. If someone did hear her I'm sure they knew she wasn't hurt. That was the scream of a huge orgasm. I quickly stood and held her legs open, positioning my cock at her opening and sliding in as she continued to orgasm. Her hands grabbed my hips and pulled me in as deeply as possible. "Oh God! Fill me up!" I did exactly that. I wondered how hard she wanted it. I didn't wonder long. "Harder! Slam your cock into my pussy! Fuck me forever!" It wasn't forever, it was too good to last very long at all. As my balls unloaded into Kelly she was on the verge of cumming again. I pulled out, dropped to my knees and sucked her pussy into my mouth. The instant I did Kelly came again! I held on to her clit as she thrashed on the bed and came hard. After a few seconds her hands were pushing at my head and she said, "Please stop! I'll die! I can't take more." I released her clit and moved up along side her on the bed. We cuddled in silence for a few minutes and then Kelly looked at me. "How does Sara ever let you leave the house?" "One of us has to earn enough for new sheets." We laughed and kissed. A few more minutes and the urge to pee was too strong to ignore. I said I'd be back and left the bed headed for the bathroom. Kelly followed me. When I stood before the toilet Kelly reached around me and took hold of my penis. "Let me. I love the feeling of holding a penis as a man pees." She didn't spill a drop. I wasn't going to ask how many men she had done that with. I didn't care. When I was done she quickly spun around me and sat down. I knelt and said, "Open your legs." Kelly gave me a funny look and opened her legs. Her flow stopped. I reached in and used two fingers to part her lips. "Pee." She blushed and let go. I felt the flow and watched the flow. When the flow stopped I used some paper to wipe her. It was not going to dry her. There were combined juices still flowing from her pussy. "That was wonderful! I love that feeling. It is so intimate! I also love watching my cum drip out of your pussy. That's the best." "No one has ever done that to me before. It is so very intimate." "This is a terrible time to ask this, but we've fucked four times and I've cum in you every time. What kind of birth control are we using?" "Sarah said you would eventually ask. I had a hysterectomy ten years ago. It's a long story and I'll tell you, if you want to know." "Can you tell me while we have breakfast? I'm really hungry." She did tell me, and it explained a lot. While we made breakfast together we didn't bother getting dressed. Kelly explained that when she was married her husband had taken her to a party at a campground in the desert. The party had about a hundred people attending and camping for the weekend. Someone had slipped her some drugs and during a weekend she could not remember she had been fucked many, many times. She told me that when the drugs wore off she was in a hospital out in the desert and the hysterectomy had already happened. Someone had stabbed her with an ice pick and it had infected her uterus. The marriage was over when she heard about her winning the contest for who got fucked the most. The contest was her husband's idea. Not only was the marriage over she dropped all her supposed friends who had been there and watched or participated in the contest. Kelly had taken everything she owned and moved away. She had not been back. She didn't know where her ex was or about any of the other people from that time in her life. The first and best friend she had made after the move was Sara. Breakfast was over, the dishes done and put away, and I was standing in the kitchen with a beautiful nude woman. I knew that she thought the weekend was about sex, and it was, but it was about something more. I remembered the words in Sara's note: "spend this weekend giving her the gift of being loved the way you love me." "Kelly, I want you to get dressed. I want to take you somewhere. Dress in jeans and a shirt. Can you do that?" "Sara said you would want me to dress that way if we went somewhere. I brought that. Where are we going?" "For a drive. There is something I want to share with you. Let's get dressed." As we dressed Kelly asked, "Do you want me to wear a bra?" "Can you be comfortable if we stop at Subway's for lunch if you don't have a bra on?" "I don't think so. I will if you want me to." "Wear a nice bra." Ten minutes later we were in the car and on the road. Kelly brought a day pack with us. It looked familiar. When I asked about it she said Sara had given it to her to bring along if we went out of the cabin. I asked what was in it and she said Sara told her not to look until we got there. I let it go. I had a suspicion about what was in the pack. Years before, when Sara and I bought the cabin we wandered around the area looking for beautiful places that might become our secret places. We found a few. I was taking Kelly to my favorite. The lake is surrounded by mountains and up on one of them is a fire road that leads to an overlook. From the overlook you can see the whole lake and you are high enough to see about fifty miles to a peak that is always covered with snow. At the overlook there is a rock. A huge rock about fifteen feet across and it is almost perfectly flat. Many times Sara and I sat there on the edge of that rock and watched sunrises and sunsets and the activities on the lake. Almost as many times we stripped off and made love on the warm rock. My suspicion was that there was a blanket in the pack. After we parked the car we still had a short hike to the overlook. The trail was getting overgrown. Most people didn't know about this spot. I'd never seen any evidence, other than the trail, that anyone had been there. When we got to the rock Kelly jumped up on it and went to the edge. "Oh my, Nick this is fantastic!" I joined her and stood behind her looking out at the valley and lake. I wrapped my arms around her and kissed her on the neck. I stayed there after the kiss and held her close. Kelly wrapped her arms around mine and held me close to her, leaning back against me. I kissed her neck again. She softly moaned and tilted her head a little to increase my access to her neck. In a little while I asked her to sit on the edge of the rock. I sat behind her and as I kissed her neck I fondled her through her lacy bra and shirt. When my hands went to the bottom of her shirt and started up inside the shirt she stopped me. "Do you plan to torture me and tease me till I'm crazy and then tell me I have to wait till we're back at the cabin to fuck?" "No. I plan to love you and love you and love you with my hands, my mouth, my cock and my heart and if you happen to get fucked in the process, so much the better." "What if someone sees us?" "Sara and I have been here many times and no one has ever been here when we were. I'm not worried about intruders. I promise that you are safe here with me." "Kiss me." "That is the plan, Honey." She turned around and straddled my lap. The kissing got serious. We explored each other's mouths, necks, ears and faces with our lips. I held her close with my hands on her ass. I was sure she could feel my hard on as she rocked against it periodically. Kelly leaned back a few inches and pulled her shirt off. Her lacy white bra looked really nice as it gently held her breasts. I could see her areola and nipples through the lace. I noticed that it was a front closure. I leaned forward and put my hands on her back as I kissed on tit through the bra. Kelly put her hands on my head and held my face to her nipple. As I reached for the closure I felt a breeze and somehow I caught a movement with my peripheral vision. I grabbed Kelly's shirt just as the breeze lifted it off the rock. "Nice save! That would be cute if my shirt flew down to the lake from here." "Let's put the shirt and bra in the pack, shall we?" "And we can find out what's in there." Kelly scampered off my lap and grabbed the pack. Inside was a short backpacker's mattress, a blanket and two hand towels. There were also ten of those hand wipes that we get when we buy chicken take-out. "I understand everything except the wipes," Kelly said. "Then let's not worry about those." I opened the valve on the small mattress and it filled itself. I spread the blanket over the mattress and put a small rock on the two towels. As I made camp Kelly took off her clothes. When I looked up she was standing with the valley and lake framed around her beautiful body. I reached for her and she danced away. "You need to get naked too!" I did and we pushed our clothes into the pack. Kelly put herself on the mattress and spread her legs in invitation. I knelt between her legs and slowly entered her. She was very wet. We both made moans as we joined. When I was in I leaned forward and embraced her, pressing my lips to hers. We rocked together for quite a while feeling the sun and breeze on our skin and the heat of our bodies pressed together. We kissed. Sometimes softly with just lips and sometimes invading each other's mouths with great passion. Kelly ran her hands up and down my back. During the passionate kisses I felt her nails making themselves known on my back. I liked it. Kelly broke a kiss and said, "Fuck me harder, please." I knew what was about to happen. I had positioned the mattress for this very purpose. I lifted up enough that I could thrust into Kelly with vigor. Each time I did she slid about half an inch. After a few minutes of this Kelly's head was over the edge of the rock. "Look back at the valley." Kelly tilted her head as far back as it would go and she could see the valley below us. I stroked into her and she felt the start of an orgasm. "Sweetheart, do you want to cum?" "Yes! I'm going to cum!" I pulled out and dropped onto the blanket putting my face into Kelly's sweet wet pussy. I heard her gasp and then I felt her hands on my head. I sucked her clit and flicked my tongue on it. That was enough. I held on to her hips as another orgasm tore through her. We held quite still for a while then I dragged her back onto the rock where she could lay flat. I lay next to her and we kissed some more. "You didn't cum yet." "Are you recovered enough for some more activity?" "I've waited all my life for how you make me feel! Of course, I'm ready for more." "Then please get on your knees." Kelly put her knees on the mattress and her hands toward the edge of the rock. When she looked up she was again looking out at the valley. I knelt behind her and put my cock into her welcoming pussy. I held her hips and pushed all the way in. As I pushed in I felt the flow of her nectar as it came out of her and dripped from both of us. I pushed in hard and began pistoning in and out using my hips and hands to assist. Kelly matched my thrusts with her own. I moved my hand to her shoulders and that changed the way her slippery walls felt to my cock. "Stop! Oh Nick, stop!" I did. I could feel my cock throbbing in her. "What's wrong Kelly?" "Nothing! Nick, I want you in my ass! Please fuck my ass!" I pulled out of her vagina and rubbed my wet cock across her pucker. Then I touched it against her and said, "Take a deep breath and the blow it out." She did. When she blew it out she relaxed and I slipped right in. I was in about an inch or maybe two. Kelly took another deep breath and blew it out. I slid in all the way. "Oh God. I love having my ass filled. Fuck me! You can make me cum. I know you can!" I rocked back and forth, sliding in and out of her ass. Kelly reached back and stroked her clit and slid a finger into her pussy as I stroked. I felt her finger against my cock through her vaginal walls. That was all I could take! I slammed in as far as I could go and said, "I'm cumming! Cum with me!" As my cock spasmed and shot my load into Kelly's ass I felt her muscles clench and she came! I felt a sudden rush of fluid on my balls and running down my legs. We both collapsed. For a long time we lay on the rock as we felt my cock soften and retreat from her ass. I reached the backpack and reached inside. When I found the wipes I pulled them out and opened one. I used it to clean my now soft cock. Then I opened another and used it too. The third one I used to clean around Kelly's pucker. Kelly sat up and said, "Sara knew I'd let you fuck my ass." "It must be something about the view from here," I said with a grin. I looked in the pack and found a small sandwich bag that I put the wipes and wrappers in. Kelly watched. "Your wife thinks of everything!" "You best friend is like that." We laughed and kissed and held each other until we were in the shade and it started getting cool. Dressed, minus the bra, we walked back to the car arm in arm. We didn't see anyone until we were almost back in town. "Lover, can we go back there?" "We could. But I have another place I'd love to take you. It's on the other side of the lake and really incredible. But, you can choose." "Couldn't be better than where we were." "Don't judge too soon. As my Dad used to say, don't compare apples and oranges if you haven't eaten an orange." "Smart man, your Dad." Back at the cabin I gave Kelly a good scrubbing in the shower and we decided to eat in town for dinner. Kelly wore a dress that I recognized as Sara's. The perfect size four little black dress. With suspender hose and three inch heels she was dressed to get attention. She certainly had mine. As we left the cabin I put my arm around her and noticed that there were no panty lines or the feel of a bra on her. She smiled at me and said, "Do you approve?" "If I give in to my feelings we may get barred from the restaurant and arrested before eight tonight." "That gives us a couple hours of fun before then. Let's go!" When Kelly got in the car she spread her legs assuring that I could see her shiny bare slit. My best friend started to rise again. When I sat in the car I looked over and Kelly had bunched her dress up to her waist. The suspenders showed and the bare skin near her pussy was available. I reached for her and she laughed. "Dinner, remember?" "Just checking on the dessert." We went to dinner at a lodge that also had dancing. After dinner we stayed a while and danced. The band leader deserved a big tip. He played lots of slow songs for us. When I was young and learning how to dance and date my Dad taught me things that didn't really make sense to me for a few years. I wanted to thank him again for one of the pearls of wisdom that has served me well. Dancing can be making love with your clothes on. Anyone watching Kelly and I would have verified that proverb. It was almost midnight when we returned to the cabin. When we walked in I noticed something different. Over by the back door a small red light was on. It was not on when we left. I smiled. Sara was nearby. Standing ion the living room I turned on a small table lamp and undressed Kelly. I kissed her body and massaged every inch of skin I could reach. I told her how lucky I felt, how privileged to be her lover. Every time she opened her mouth to say something I stuck my tongue in it. As we kissed she helped me shed my clothes and I helped maneuver us to the little red light next to the back door. I opened the door and saw that the hot tub was steaming in the cool of the evening. I picked Kelly up and deposited her in the water. "Oh my God. I didn't know you had a hot tub! When did you turn it on?" "Earlier. Do you like it?" "No. You aren't in it! Get in here and bring that cock with you." I did. I love eating pussy in our hot tub. Up until that moment it had always been Sara's but I soon discovered that I loved eating Kelly's too. After she came the first time I stood and she sucked me until I was about ready to pop. At that moment the back door to the cabin opened and Sara came out. I saw her in all her nude splendor and her smile was the best part. Sara is a beautiful woman and I never tire of looking, touching, kissing and loving her. She looked at me standing in our hot tub with my cock in Kelly's mouth and she said, "Is there room for me in there?" Kelly jumped and splashed and tried to cover herself. Her eyes bugged out and she stammered, "Sara, Sara what?" Sara went to her friend and took her in her arms. "Relax. You aren't doing anything wrong or bad or that you need to stop. I just knew you were having a great weekend and I thought perhaps it could include me and still be a great weekend." "I'm so surprised! I thought you dropped me here and went back down the mountain. I am so surprised!" Sara climbed into the tub and kissed me. It was a hot kiss. She was very turned on. I gave it back to her with just as much passion. Then Sara sat me down and drew Kelly to us. I put my arm around Kelly and sat her on my lap. Her ass against my hard on had to be telling her something. I wasn't totally sure what but I wanted the message to be that the weekend was only going to get better. I hoped I was right. With Kelly sitting on my lap Sara stood in front of her and put her arms around Kelly's shoulders. Her face was a few inches from Kelly's. "How long has it been since a woman who loves you kissed you?" "A very long time, if ever." "It's coming." "God, I hope so." They leaned together and kissed. I had one arm around Kelly and my hand was cradling her breast. My other hand went to Sara's pussy. At the first touch she spread her lags allowing my access. They moaned together and kissed more. Sara moved her hands down to Kelly's chest and I moved my hand out of her way. Kelly used both hands to hold Sara's tits. I could see that both women's nipples were hard. Kelly pulled back a bit and said, "Are you really OK with this?" Sara answered by kissing Kelly deeply, softly and insistently. Kelly pushed her back at the end of the kiss. "I you're that sure..." she said then rose up off my lap and used her hand to guide me into her pussy. Once seated, she reached for Sara and they resumed kissing and teasing each other. I felt Kelly squeezing my cock and rocking her ass against me. I resumed touching Sara's pussy and found that Kelly's hand was there too. I didn't retreat. I felt a shudder in Sara and knew she was close. She climbed up on the seat and straddled both Kelly and I and then sat down on Kelly's lap. I used both hands to hold her pussy open and Kelly played a concerto on her clit. Sara moaned loudly and buried her face in Kelly's neck. Sara's hands were on my back and I felt the nails dig in. That did it for me, I gushed into Kelly. That's What Friends are For Eventually Sara picked up her head and looked at both of us. "Honey, I felt you come in Kelly and I felt you cum too." "Personally I think Cal Tech measured that on the Richter scale. That was really incredible!" Kelly didn't say anything. I started to worry that after-the-fact she was emotionally closing up. I turned her face to mine and gently kissed her. "Are you OK, Honey?" I asked. "I'm afraid." Her voice was as soft as a breeze. If Sara and I had been more than six inches from her we wouldn't have heard her. Sara wrapped her arms around Kelly and softly asked, "Afraid of?" "I'm afraid I won't ever be able to walk properly again." When we stopped laughing we got out of the tub and went inside. Upstairs we discovered the creative mind of Sara at work. She had taken our roll-away bed and put it next to the queen bed in the bedroom. She had covered the combined mattresses with a huge piece of cloth and we had a giant bed for three. During the night I made love to Sara and spooned with her. At about an hour before dawn I turned over and discovered the delight of making love with Kelly and spooning her. I awoke in the middle of the bed alone. I could smell coffee and breakfast. I got up, took care of my bathroom needs including shaving, and went down stairs. I did not put clothes on. As I entered the kitchen I saw that both women were dressed, sort of. Thy both had on nighties. Not that they hid anything, they just advertised the treasures within. Sara was wearing teal and Kelly green. My favorite colors. "Did you ladies sleep well?" "Yes, thank you." They answered in unison. Breakfast was served and we ate with gusto. Something had us develop a real hunger. Very little was said until the dishes were done and the kitchen cleaned up. As Kelly and I did the last little items in the kitchen Sara went upstairs and when she came back she had a pair of boxers in her hand. "We need to talk with you and if you don't cover that boy up we won't be able to leave him or you alone." I put the boxers on and sat on the couch. Sara and Kelly drew up chairs to face me and they sat down. "Honey, I worried a little about asking you for this favor. Even as we were setting things up here in the cabin I worried about your reaction. I know you haven't ever messed around with anyone except me since we've been married and I didn't know if you would do it. I sat over across the street from the market on Friday night and I wondered if you would show up there. At eight thirty I thought maybe you just read the note and turned around and went home. I drove close enough to the cabin to see your car was here. Then I drove to Bill and Karen's cabin and spent the night there." I didn't say anything. I was listening but I was also looking at the two women sitting facing me. Both are about the same size, with Sara being blond and Kelly a redhead. I could see their breasts and their legs as if they were nude. I was turned on. I was making an effort to pay attention but it was hard, no, make that difficult. "I have known that Kelly loved us both for some time. I think I knew she loved you before she would admit it to herself. I have loved her as a friend and as a sister for the years since we met. When she shared with me what was missing in her life I knew it was the chance I had to take. Even if it was only for this one weekend it would be worth it. Kelly deserved to be loved." Kelly took over. "I was sitting here in the cabin alone from seven o'clock on. I was scared. A hundred thoughts rushed through my mind. What if he comes in but sees me and changes his mind? What if he reads the note and drives off? What if this weekend ruins my friendship with Sara? Then I heard your car drive up and park. I heard you walk to the porch and I heard you tear open the envelope. I was right inside the door. I moved to the kitchen to pour the wine and I couldn't come back out of the kitchen. When you opened the door I thought I'd pee myself. Then you said, "Hi Honey I'm home" and I knew it would be OK. I still couldn't just walk out of the kitchen. You made it easier for me. All evening long you were so gentle and slow, so careful not to rush me. You convinced me that you loved me. You made me feel safe. I relaxed and you loved me better than anyone has ever loved me. I knew then that Sara had been right I did love you." She paused. "I love you," Sara said. I looked at both women and said, "I love both of you." Sara looked at Kelly who was crying and said, "Can we talk about what we do next?" I answered, "Yes. We can talk about it for the rest of our lives because I want to live with both of you and love both of you." Kelly started to speak. I held up a hand to stop in front of both of them and I got up and walked out into the kitchen. As I moved I said, "Please don't move and don't talk." When I returned I had something in each hand. I knelt in front of Kelly and motioned for Sara to come close. Her face was streaked with tears as was Kelly's. I held Sara's hand and said, to Kelly, "Kelly Williams will you take Nick and Sara to be your husband and wife from this moment forward as long as the love lights our lives?" Before she could answer I turned to Sara and said, "Sara Peterson will you take Kelly Williams and Nick as your husband and wife from this moment forward as long as the love lights our lives?" They held my hands and looked at each other then Sara turned to me and started to speak. Within one word Kelly was speaking with her. "Nick Peterson will you take Sara and Kelly as your wives to love from this moment forward for as long as love lights our lives?" We all three answered, "Yes!" I took the kitchen napkin rings and put one on each of their hands. We hugged and there were a few tears. The meeting was adjourned to the bedroom and the marriage was consummated more than once. Between carnal exercises we did talk about logistics, about what we could do with Kelly's condo, and how we were going to explain the three of us living together. We concluded that Kelly would keep her condo and rent it to someone, Kelly would move into our home and we would talk more about what we would tell people. It was starting to get towards dusk on Sunday night when I said we had a very pressing logistical conversation to have. Sara took one look at me and said, "He's hungry." We went out to eat and I held hands with both, walked with my arms around both and we had a great dinner. We were back in the cabin before nine and the ladies led me up to the bedroom and undressed me. I returned the favor, taking one item from each lady until both were nude. I excused myself to go to the bathroom and Kelly said, "Come on! This is fun." She brought Sara into the bathroom and showed her how to hold and aim my penis. They seemed disappointed that I ran out of pee so soon. When Sara sat down Kelly dropped in front of her and opened her lips to she could watch Sara pee. When we got back to the bed Sara remarked that we had been married less than a day and had already done things she never would have imagined. At breakfast we agreed to leave Kelly's car at the cabin and come back up next weekend to get it. Sara admitted that she wanted to go back to the outlook where she had watched Kelly and I fuck. Kelly wanted to go back too. That's What Friends Are For I had sat at the computer and read then re-read the e-mail he had up on screen. I couldn't believe he had met with her. While I was at work, she had gone to his house. Her e-mail was thanking him for the amazing time they had and she was feeling horny again. While he was working away, I searched his sent e-mails, finding e-mails to her. I grew angry when I read their letters. Why did he contact her in the first place? After all, she was my friend. She had always flirted with him. I knew they were curious about one another but I never thought he'd meet with her! We had mutual fantasies about her but I never expected this. They had been exchanging e-mails for at least a week. I noted they had only met once but were planning to meet again. I was hurt, but as I read his e-mails to her, I grew wet and hot. He asked her if she wanted to come meet with the two of us. He even went so far as to tell her about my pussy. The last e-mail they exchanged, they planned to meet again at his place the following day. I wanted to walk in the other room and scream at him. I wanted to call her and tell her I knew. But I had a better plan. The following day I called in sick. I showered and slipped on my crotch less panties before getting in the car. She was due to arrive at 10:00 am. I didn't want to get there before her. I waited for her leave her house. She was looking as beautiful as ever. Her black hair swung as she walked to her car. I watched as she pulled out of her driveway. She was on her way to see my lover. The nerve of her! I was jealous and angry but yet, I felt turned on. I left my house at 9:30 am. While I drove the hour long drive I grew excited in anticipation of what I would find when I arrived. I parked my car on the street and walked up his long private driveway. I could feel my heart beating. As I approached the house, I could hear their voices. He'd say something, and she'd laugh. I stood there feeling jealous that she was laughing at his jokes. How dare she? How dare he tell her the same old jokes? It grew quiet with the exception of their footsteps ascending up to the master bedroom. I waited for what seemed like a long long time. The master bedroom windows were open, I could hear them whispering but I couldn't quite make out what they were saying. She started giggling. I wished she'd stop sounding so happy. They grew silent. And then she began to moan. It was time for me to make my entrance. Quietly, I opened the French doors that led to the kitchen. I slipped off my shoes and headed for the stairs. I could feel the heat between my legs. My thighs grew wet from the excitement. As I walked up the stairs, I removed my clothes, leaving a trail behind me. Slowly, without a sound I reached the doorway to his room. The door was slightly ajar. As I peeked through the door, I could see his back was turned towards me while she reclined on the bed, her brown smooth legs opened. Her feet rested on his shoulders as he kneeled between her legs. He was moaning as he licked her pussy. Her hips moved left and right as he buried his face between her legs. I snuck up behind him, wrapped my arms around his torso and ran my through the soft hairs on his chest. Sliding my hands downward, I reached for his cock. It was big, hard and wet on the tip. I moved my hand up and down his cock while squeezing his balls. He slid his finger into her as he turned to look at me. He smiled and kissed me. The taste of her pussy that was still on his tongue was now in my mouth. I could hear her wet pussy as he slid his fingers in and out. He slowly slid his finger out as I positioned myself between her legs, and placed her feet on my shoulders. I licked her wet pussy. She moaned again, pushing her pussy into my face. He got up on the bed and began kissing her. For a moment, her hips stopped moving as if to ask, "how can he be kissing me while licking my pussy?" After a moment (I assume, he was reassuring her) she began moving her hips. She grabbed my hair and pushed my face into her hot moisture. She moaned louder. I looked up; he was pinching one of her hard brown nipples while biting the other. I could see his soft lips against her dark skin. She began to breathe harder and faster. I reached under the bed for our little box of toys and it was where it's always been. I opened the lid and felt around. Ah ha, there it is. The double-ended dildo. I got up from between her legs and lay down on the bed next to her. He was on the other side of her. She looked at me longingly, her lips slightly parted. Her skin was smooth and warm. There was a slight shiny layer of sweat over her body. I kissed her. Her lips were soft and her breath warm. She pulled me closer and kissed me harder and deeper. I began to run the dildo between her legs. Her eyes were closed. I looked over at him. He smiled at me, leaned across her body and began to kiss me. God, he turned me on and seeing him touch her drove me wild. I was wild with passion for him, for him and her. As I ran the dildo between her legs, he leaned down to lick her wet pussy. I whispered, "baby, lick her clit." I could see his fingers spreading her pussy open. I love his hands. His manly fingers slid between the folds of her moist petals. She spread her legs apart and began thrusting her hips upward as if to say "somebody please take me." He teased her with his fingers first, rubbing her clit gently as I pulled the hood back. Her clit was pink and hard. Watching his finger turned me on. They were wet with her juices. He'd thrust his finger in then gently glided them over her clit. Over and over his finger slid in and out. I kissed her as he did this. Her breath was hot. I could feel that she was incredibly turned on. He knelt beside her and slid his hands under her and centered her on the bed. I slid down between her legs and inserted the tip of my double-ended dildo into her. She gasped in delight. She sat up and spread my legs. She looked at him said, "slide it in her." His eyes grew big as he slid the other end into to me. Our legs intertwined, we began to thrust ourselves towards one other, the dildo thrust deep into our wet pussies. Sliding back and forth, the sound of our excitement filled the room. He licked us both as we rubbed our pussies together. I could feel his tongue on our clits. "Oh God," he moaned. You two are so beautiful. She began to beg, "give me your cock, please, give it to me. Put it in my mouth." He continued licking our clits as straddle his hips over her face. She grabbed his cock hard and began to suck on it. With the double-ended dildo still inside of me, I leaned up on my elbows so I could watch his hard cock slide in and out of her mouth. It was glistening. He licked us both but I could see he was losing his concentration. He moved his hips, thrusting his cock deep in her throat. I could see her finger sliding into his ass. He face reddened from the pleasure. I pushed the dildo deep into me, deep into her. Grinding my pussy against hers. She writhed and moaned as I moved faster. I moved with the rhythm of her finger in his ass. I reached between my legs and began to rub my clit as he licked hers. I could feel his tongue, her clit and my fingers all furiously grinding together. She sucked his cock harder and faster as she pushed her finger deeper inside of him. Each on of us began to moan louder as the sounds of sex grew wetter and faster. Suddenly, I began to feel as if my head would explode, she screamed, "oh god, o god." As she took his cock in her hand and began jacking him off hard and fast. He ground his face into her pussy as his hips began to thrust back and forth, pushing his ass onto her finger. Suddenly, we each began to shake and shudder as we let out our screams of ecstasy. In an instant there was silence as the pleasure over took us all. Our bodies stiffened. I could feel the warm liquid of her pussy gush over my pussy as I my body jerked uncontrollably. He let out a sigh as he shot his hot cum over her dark erect nipples. He fell to the side, and lay quietly on his back. I slowly removed the dildo from her, then me. Together, the three us lay, side by side, breathing. He reached across her body and pulled me closer. The three of us silently held each other closely. I wondered what the next e-mail would say. That's What Friends Are For I had been at my job for about a month. The job had forced me to move to a new state. The only people I had met were my fellow workers. I had ventured into the normal places that a single male would go to meet people...clubs, but had met no one. One day Bob, who had the cubbyhole next to mine, asked if I wanted to come over for dinner with him and his wife Dee. I had told him of my loneliness so he took it upon himself to befriend me. I arrived for dinner around 7:30. The conversation was basic small talk, getting to know everyone. And yes...sex was part of it. After dinner we headed to the den. It was Dee that suggested we play "Quarter Bounce". Now I had been a participant in this contest before but I had always known my fellow competitors. I was headed into uncharted territory. I began to get nervous. Being 5-9 and 135 my alcohol tolerance is very low. I was certain I was in trouble. Jerry was 6-5 and 250 and a solid 250. As for Dee, I had never been able to drink a woman under the table. Something was up. I was able to keep up only because of my accuracy. Now I had always been turned on by seeing a woman intoxicated. Every time I bounced a quarter in I chose Dee to down her shot. But Dee and Bob ganged up on me. And soon my accuracy began to suffer but not theirs. After a while I had to excuse myself to the bathroom. When I came back they decided to end the game. According to their rules, the game is over at the first restroom break. Good thing because I was wasted by this time. So we adjourned to the couch and continued our dinner conversation. After some pleasant and humorous chatting, Dee asked me what the kinkiest thing I had ever done was. I told her about an experience in college where I had put on panties on a dare. Dee reacted to this by moving closer to me. "Funny you should mention that," Dee said. "I have always wanted to dress up a man like a woman, but Bob is not a willing subject. Would you do it?" I was kind of shocked. I had just met them as a couple. This was rather forward, but I remembered how those panties felt that night long ago. "Not really," I said. Now Dee had slid right next to me and began to rub my thigh. I was getting hard and she made it a point to bump against my manhood. Resistance was never a strong point of mine and Dee was very persistent. I began to worry that Bob would get pissed that Dee was working on me. I looked over at him and he had a devilish smirk on his face. I was in BIG trouble. Dee kept the conversation going about various subjects but kept caressing my thigh. Occasionally she would ask if I was ready and got the same answer. Finally Bob chimed in. "Dude, she won't quit. Trust me, I know." Dee was looking into my eyes. She leaned over and began kissing me. What was I supposed to do? I tried to pull back but she reached into my pants and began stroking me. That was it. "Okay, you win. I'll do it, but Bob has to stay in the living room." With that Dee grabbed my hand and helped me back to the bedroom. I just stood in the middle of the room, staggering from my drunken state. "Let's start by removing these," Dee said. With that I was barefoot. "Now let's get started," she said. She then unzipped my jeans and very slowly pulled them down to the floor. She noticed that there was a wet spot on my briefs. "We better be careful. Don't want an accident to happen." And just as slowly she pulled my briefs off. My cock jumped to attention. "Okay, let's see what I have here." She looked around in her dresser drawer and pulled out a pair of blue panties. "These will do just fine." She knelt down and lifted one of my legs and placed it in the hole. Then the other leg. I couldn't believe I was actually doing this. She slowly pulled the panties up and over my ass until I was completely covered again. I admitted to myself they felt good. "How do they feel?" "Pretty sexy," I said. Now she had in her hand a pair of panty hose. As a teenager I once wanted to try on a pair of my mom's hose, but was too scared. "She is really going to do this," I thought to myself. "And I am going to let her." She sat me on the bed, lifted my legs up, placed my feet into the stocking part and rolled them up. "This is making me wet," she said. "We may not get you completely dressed." She headed into the closet while I was admiring myself in the mirror. My legs looked good. My ass was round and bulbous, ghetto booty. Dee emerged from the closet with a white slip, a black lace bra, a blue dress and something in a box. My heart was racing. I was giddy with anticipation. "Let's remove this," she said. And off came my shirt. "Now slip your arms in." Before I knew it, she was latching up the bra and putting falsies in the cups. "What next?" I asked. I could not believe I wanted her to hurry. "Lift your arms up," Dee said. I obliged as she slid the slip down over my head and down my body. I was in heaven. The silk felt so good on my body. Then came the dress. "I want to see," I squealed. "Let me look." "Hold on, one more thing," she said. She opened up the box and pulled out a wig, slipped it on my head and adjusted it. "Perfect." I looked into the mirror and couldn't believe what I saw. I was seeing a totally different person looking back at me. I was admiring myself in the mirror when Bob came into the room. He walked up behind me. "Not bad," he said. "Not bad at all." Then he did something unexpected. He began gently rubbing my ass. "Very nice," he said. I began to get scared. What did he have in mind? I soon found out. He reached around my waist, lifted up the dress and skirt, reached into the panties and began stroking me. I was in a fog for about a second. He was so gentle. This was a man doing this to me. Hold the phone...A MAN. I tried to struggle to get away but I was no match for him. He wrapped me in a full nelson and then let Dee get in front of me. She got on her knees and slid my cock down her throat. She was good. I soon relaxed. I just closed my eyes and let Bob hold me up while Dee did her magic. I had never been so hard in my life. She was all over my cock and had me in heaven. I felt like a totally different person. Then I felt Bob pull down the garments covering my ass. His hand began working its way into my crack and his finger was wet and cold. There was some sort of liquid on it. Then I realized what was coming next. He pressed his finger, covered with a lubricant, into my hole. Nice and slowly he pushed it in. I was familiar with this as a former girlfriend used to do this to me and I loved it. I shoved myself into him. His finger went in up to the first knuckle. He began moving it around getting me nice and slippery. My hole slowly adjusted to the intrusion. I was now moaning in excitement. Just then Dee took her mouth off of me and climbed onto the bed. I wasn't sure what was next, but I soon found out. Bob whirled me around and threw me face down onto the bed. Dee grabbed my arms and held them straight out. Bob lifted up the dress and skirt, pulled down the panties and hose and spread my cheeks. The head of his cock was at the entrance. Slowly he pushed it through. I howled in pain, but it felt good. He stopped, allowing me to adjust to the plug in my butt. Little by little he pushed in further until I felt his thighs pressed against mine. Dee lifted my chin. "How you doing lady? Feel good?" All I could do was moan and lower my face onto the mattress. I was being slammed by a man, something I would have never dreamed of happening. Bob began to slowly draw himself in and out. I soon found myself thrusting into him. Bob began to pound away. "First timer," he said. "Nice and tight. I love it, a virgin." I was gasping for breath in excitement. Every thrust sent me further into delirium. I knew Bob was strong, but I did not know how strong until he wrapped his arms around my waist and lifted me off the bed. He held me off the ground and began pounding away. I was folded in half. I was flopping around on his cock like a rag doll. My cock was hard enough to cut diamonds. It was so rigid it would not flinch an inch. I soon began to feel my toes tingle. Dee noticed my sac stirring. "You're ready to cum," she said. "Let it loose, spray it." And with that I straightened up and exploded. I thought I had shot my cock completely off my groin. My cum shot halfway across the room. I felt like I was going to fill Lake Superior. The last of the spurts subsided and Bob laid me down on the bed and pulled out. I was spent, but they were not through. While I was being ravaged, Dee had slipped into a strap-on. "My turn," she said. She lifted up my hips and helped herself inside my ass. "Next time, don't resist me," she said. "You know you like it." I was in heaven again. Her dildo was just the right size. She was pounding away and I loved it. And once again I was hard as granite. Meanwhile Bob had returned from the restroom after bathing his cock. Dee pulled my arms behind me and balanced me on my knees. Bob inched closer and placed his cock on my lips. "Let's see what kind of woman you really are," he said. Then he shoved his cock down my throat. There I was being pounded at both ends. I had always wondered what a woman thinks with a cock in each end. Now I knew. Bob and Dee had good rhythm. Every time Bob shoved himself in, Dee did the same. My cock was ready to explode again and so was Bob's. I tried to get my mouth off of him but I was held prisoner, my arms by Dee and my head by Bob. Bob's cock began to swell. He was about to cum and I could not get away. "Ever tasted a man's cum," Bob said. He reached down and pinched my nose close right at the time he exploded into my mouth. He filled my mouth and throat with his nectar. I could not get it out of my mouth. I had to swallow. I found myself lovingly sucking his cock dry. Some oozed out of the corners of my mouth but I managed to drink most of it. Not as salty as mine; I had tasted myself before. Dee let loose of my arms and I wrapped them around Bob. I wanted all his juice. I licked his cock all over. I did not want it to go. I sucked and licked him gently back to an erection. All the time Dee was working my ass hard. "You want some more don't you," Bob said. "Be careful what you wish for." Bob started to get hard again. I began to fondle his balls and Bob moaned. I now had Bob in ecstasy. I wanted to see how far he would let me go. I slid a finger into his crack. He grabbed my hand and shoved the finger in. He must have anticipated this because he was all slippery inside. I worked him over until I felt his cock swell again. He growled, pulled my head into him and blasted his juice into my throat. Once Bob had emptied himself, Dee pulled me back onto her. "Ride me," she said. I was more than happy to oblige. I had done this before with girlfriends. I was bouncing on her like a trampoline. Bob then leaned in and began licking my cock. I wanted him all over my cock, but I was in a very high state of arousal. With the first touch of his lips I blasted into his face. "Whoa, wasn't ready for that," he said. He clamped down on my cock and sucked out my juice. It was so sensitive and felt so good. A man knows what a man wants. Before he could regroup I was finished. With that Dee let go of me and I fell over. Not an ounce of energy left. Dee and Bob began caressing me, rubbing my forehead, running their hands all over my body. "You were very good," said Bob. "We'll make sure nothing happens to you." Within minutes I was asleep, or passed out. When I awoke I was still in the dress, slip, bra and wig. I was sandwiched between the two of them, Dee spooning me. The panties and hose were in a pile on the floor. I was itching around my crotch and reached down to scratch. My cock was hard but something was different. I was now clean shaven. Dee must have notice my stirring because she reached around and began stroking me. "Like that?" she said. "We wanted to surprise you with a little something." As if what happened the night before wasn't surprise enough. That's What Friends Are For I wasn't sure why I let my friend convince me to go along with him, after all, All week long, all he and his girlfriend did was try to convince me that what I needed was a piece of ass. It's been several months now and at first I tried to convince them that I was still in mourning over my break up with my ex. This story kept them at bay for a while but my friend was one of those "fall off a horse get right back on" kind of guys and my explanation was less than satisfying for him. They let me be over the holidays so they could lovey dovey and reaffirm there relationship, but I swear their new years resolution was to get me laid because January second they came back at me like a New England storm. I had been so resistant that I started thinking maybe there was something wrong with me. Maybe I was living in denial. Not a bad place to be, I mean the rent is cheap and the view was nice. February was fastly approaching and I knew I would feel the pangs of loneliness on this holiday as well, so when Ben and his girlfriend Denise insisted that I go shopping with them I broke down and agreed. We started late stopping to have a late lunch and a few cocktails, which I thought would be a good reason for me to bow out when the shopping started. But they would have no part of it. It was uneventful at first we stopped to pick up a few cards than to a candy store buying some chocolates and what have you. We meandered through a few knick knack stores and I had to admit even being the third wheel, Ben's girlfriend had a nice way of making me feel like I belonged. I was just starting to think, "maybe this wasn't such a bad idea" up until we stopped at a specialty store. This was one of those fetish lingerie - clothing stores that sold everything you wanted from Victoria Secrets but were afraid to ask. I tried to bow out at this point thinking, "Maybe they wanted to do this one by themselves." But Denise would have no part of it. And Ben, well he just nudged me in, saying he could use the company. Inside was a plethora of leather, vinyl and shear. The sales girl was dressed in spiked heels and vinyl very short maids out fit so the bottoms of her garters peaked out from below her skirt holding up black fishnet stockings. Her skirt was so short the bottom of her round firm buttocks peaked out enough to create a stir in my belly... and below. Ben just looked at me and smiled. Okay so maybe this won't be so bad. Denise mentioned something to the sales girl then came back and told us that the sales girl was just about to close up but she has a lot to do in the back so we can be her last customers. The sales girl locked the door and disappeared in the back room. I meandered through the store amazed at some of the outfits that people squeezed themselves into while Denise and Ben walked through the store shopping. I heard her squeal a few times at the different outfits that Ben had been pulling out for her. Denise had an armload of clothes and her and Ben went through a beaded curtain into the changing area. I stayed out front and looked at the collection of sex toys and enhancements while I let my imagination run me through the gamut of possibilities. I don'' know how much time had passed so I thought I might sneak over and try and rush Ben and Denise through... I felt that maybe we were taking advantage of the poor girl's time. I peeked in through the beaded curtain and Ben was sitting on a bench with a big grin on his face. "Pssst, Ben what are you doing?" "Hey Come on in here, Denise is modeling for me." I tried to back out but Ben jumped up and grabbed my hand and pulled me into the dressing area. "Sit!" I sat slowly and waited for the inevitable scream when Denise walked out and saw me. The curtain opened and Denise stepped out in Spiked heels and a cris crossed latex out fit that raised her breast and out lined her perfectly shaved pussy. Her excitement was obvious as her lips were puffy and I caught her scent. I would have gotten up to leave but my cock rose to the occasion before me and I couldn't move. Instead of the scream of anger I had anticipated from Denise, She just smiled. "Hello Mark" she said to me "What took you so long?" Denise than reached down and ran her finger along the length of her pussy lips. "Ben I think we have to buy this." I was too stunned to say anything. Denise just stepped to Ben and began kissing him. She slid her hand over and cupped my crotch. She moaned into Ben's mouth and pulled away. "The mind is reeling but the flesh is wanting... I like that" Ben stood and began removing his clothes while Denise concentrating on taking off mine. My mind was numb; this doesn't happen to me, this happens to people in magazines. Denise gently tugged at my pants. "Don't make me work for this, you're not to big to be spanked." I'm not sure why, but I felt she meant it. I stood immediately and let her pull off my pants. My cock sprang out to point straight at Denise. She took my obvious excitement and slowly began to feast on it. I closed my eyes just as I saw Ben crawling under Denise to enjoy her delights. It felt like an eternity as Denise brought me to the brink and back several times. My knees were weakening tears were forming in my eyes, all I wanted was to cum. She pushed me away and sat down hard on Ben's face. He obviously was doing to Denise what Denise was doing to me. Only Denise took charge, pulled Ben's face deeper in and came on his face with a loud scream. She rolled down and around engulfing Ben's cock in her mouth but not before telling me to mount her from behind. I made my move when she stopped me. "Not from behind, in my behind." I was stunned but who was I to deny myself something one could only dream about. I looked at that magnificent ass and thought, "God loves me." I spotted my target when I heard from behind me "You'll need this." I turned quickly to see the sales girl bare ass naked holding a tube of lube and a life like latex penis. She tossed me the lube and I quickly squeezed out a generous gob, smoothing it into Denise's ass. Her moans echoed out from her cock filled mouth. I slowly parted her ass cheeks and penetrated her ass. Nothing in my whole life compared to the warm feeling surrounding my hard cock. If I died right now, they wouldn't be able to wipe the grin from my face. "You like that huh?" The sales girl asked. I couldn't even answer just continue my slow assault on my best friend's girlfriend's ass. I watched the sales girl circle around stand over Ben and lower her pussy onto his face. I would be hard pressed to have to decide who was getting the better deal Me with my cock buried deep in Denise's ass or Ben being expertly sucked on by Denise while savoring the delights of this beautiful women sitting on his face. We moved like we were born this way moaning sucking and fucking. Denise let Ben's hard cock pop out of her mouth and screamed. "Fuck me!" I though she was screaming for me but it turned out she wanted to be double penetrated. Ben slid his cock down and without me missing a stroke he raised himself into her dripping pussy. Denise let out a long deep moan. The sales girl didn't want to be left out. She laid herself out on the floor and began fucking herself with the rubber cock. I had never seen a woman masturbate before and it was almost too much for me to bear. I pulled my cock from Denise's ass and came all over her back. I completely forgot about Denise and Ben and left them to there own play and crawled over to the sales girl and replaced my mouth with the rubber penis. I licked and lapped until she came in my mouth. She pulled my head deep into her pussy locked her legs around me and tightened until I couldn't move. She screamed with pleasure and let me go. Pushing me on my back she slowly lowered herself onto my revitalized cock and began riding me. I was ecstatic; this woman had muscles that would make a mouth envious. I could feel every internal squeeze. Than I felt something else. She had squeezed something cold down my ass. I was too enraptured to try and get away and continued to enjoy her sweet pussy riding my cock. That's when it hit me. She had placed the dildo at the entrance to my ass and before I could move away she pushed. WHAM! She was fucking me both ways. As soon as that latex toy hit my prostate I was a mad man possessed. I buck and pushed and she rode me like a bronco until I erupted like a volcano. The sales girl screamed in sexual pleasure, stepped off me, and continued to fuck my ass as I shot load after load of cum into the air. She lapped the cum off my belly and rested her head on my shoulder. All I could think was "Thank you Ben and Denise for caring." Amy and I have been together for almost two years now; She was Denise's maid of honor and I was Ben's best man. The wedding was fun but the honeymoon was fantastic. I can hardly wait for our wedding night. That's What Friends Are For I knew Jenna was easy--most of my guy friends had already fucked her--but I didn't know how slutty she was until the day I met her. We were introduced by a mutual friend as she sat cross-legged on the grass outside the commmunity college centre, wearing a fairly short skirt, and smoking a joint with three male classmates. I didn't really mean to peek, but it was hard NOT to notice that she wasn't wearing any panties, and that her cunt was shaved bare. I gasped as I caught a glimpse of her bald pussy, then blushed a deep shade of red. I had heard there were women who did that, but I'd never met any. She just laughed and winked at me, totally at ease with herself and her raw brand of sexuality. In all honesty, that was the main reason I wanted to meet her. I was still an awkward virgin, and I was completely fascinated by girls who went around screwing a whole whack of different guys. I also found out later the same day that she wasn't just your everyday easy fuck. Apparently, Jenna was also known for her kink, something pretty rare among freshman college girls. I didn't quite understand why she immediately took me under her wing. Maybe she saw something in me that I hadn't yet seen in myself, or maybe she was simply into corrupting innocents. I didn't question it too much, either. I was just glad to be welcomed into her clique... one of the "bad girls" who gave the boys wet dreams every night and hard-ons every day. In my first heady week as one of Jenna's gang, I actually caught more than a few guys in class staring at my tits, my legs or my miniskirt--knowing that there was nothing underneath but smooth skin and a wet snatch--and rubbing their hard cocks over tight jeans. It was a well-known fact that I was a virgin aching to get fucked, so it wasn't surprising that my male classmates were beating a path to my door, climbing over each other to be my first "date". I'd tell Jenna who asked me out, and she'd tell me who was worth doing. But then she'd always add that I should wait until the big seniors' Halloween party, where the men... not boys... were sure to "give me the ride of my life and make me cum so damn hard that my brains would blow out my ears". "These seniors," she boasted, "just LOVE to deflower frosh. It's all my brother and his rugby buddies ever talk about. There's like a whole ritual involved. The guy brings the girl back to his room, pounds her pussy for hours on end, then takes her panties and hangs them outside his door to show everyone what he did to her. Some of these chicks think it's demeaning, but," she added conspiratorially, "I pretend to be a virgin just to get that well-fucked." So, in spite of the fact that I had to walk around day after day with a sodden cunt, wanting desperately to jump the next guy who passed, squeezing my legs together to stop the juices from dribbling down my thighs, the pressure making me throb all the more, I held out until October 28. By then, my would-be freshmen lovers were worked up into a frenzy, and people were taking bets on when I'd give in and to whom. That night, my parents drove me over to Jenna's. I was dressed as an African tribeswoman, with a spear in one hand and a doggie bone in my teased-up hair, a black leotard and tights over a black lace thong, and a skimpy grass skirt and grass anklets. The form-fitting leotard hugged my large tits, and the neckline plunged low enough to expose my cleavage. The tights were perfect for showing off my shapely legs. Jenna hugged me tight as I walked through the door, pointedly introduced me to her brother William, and dismissively presented his friend Josh and her current "boyfriend without strings" Nick from Australia. Since her parents were out of town, we helped ourselves to their booze, and had a nice buzz on by the time we left for the blow-out, Jenna unsteadily taking the wheel of the family car. The event turned out to be a dud, with too may fresh-faced frosh chicks hanging about, vying for attention. Not that I cared. I was totally in lust with William, an older male version of Jenna, incredibly attractive and exuding some sort of feral sexuality. And I could tell that he was drawn to me, too. He kept staring in my direction, unconsciously licking his full red lips, then exchanging knowing glances with Jenna. I wondered what that was all about, but relegated the thought to the back of my mind. After an hour or so, frustrated that the cute girls weren't paying any attention to him, Josh suggested that we go to a private bash in the student "ghetto" where the other senior ruggers were partying. So we headed over to their friend Peggy's, and found a nice-sized group of people getting shit-faced in the kitchen, or bumping and grinding on the makeshift dance floor in the living room. There were enough women there to make Josh happy, and enough new meat to satisfy Jenna. Before long, Nick indicated to Jenna which guy to seduce, and she went for it like a hungry wolf bounding after its helpless prey. Within minutes, she was leading her poor victim off to one of the bedrooms, with Nick following a half-hour later to watch and jerk off. "It's one of our favourite games," she had confided to me earlier that week. "He just loves to watch me get fucked while he stands over me and strokes his huge cock. He gives me enough time to make sure the guy is so far gone that he wouldn't stop even if his own mother was watching, then he comes in and gets off." I was thinking about their little game when William caught my attention, nodded at the dance floor, and pulled me easily into his strong, athletic arms. The second his fingers grazed the bare skin on my neck, I felt sparks. There was something electric in his touch, and it made my juices gush, soaking my thong through and through, and coating my thighs as we danced. I thrust my hips into him, feeling the base of his shaft press against my pulsing cunt; he pushed his pelvis into me, crushing his long, thick cock between us. Our bodies melded, our mouths hungrily sought each other out, our tongues danced and played, his hands slid up my sides to feel my protruding tit flesh, my hands encircled him and clasped his asscheeks. How I wanted that amazing prick of his buried deep inside me, filling me up, then slamming me over and over and over. I have no idea how I managed to stop myself from immediately pulling him into a bedroom and fucking his brains out seven ways from Sunday. I may have managed too well. I was so lost in William and the sensation of his body glued to mine, of his tongue in my mouth, of his hands on my skin, of his ass in my grip, of his cock between us and of my pussy pushing hard against him, that I didn't realize it was time to go. Josh, having had no luck, was herding us out the door and to the car. William climbed into the back seat first, pushed Josh aside and pulled me in next to him, then commanded Nick to sit in the back with us. Josh and I were perplexed, the other three looked at each other with cheshire cat grins. Again, I wondered at the meaning of it all. No sooner had Jenna pulled out of the parking spot than William unzipped his jeans, releasing his hard fuckmeat, precum glistening on the tip under the harsh light of the street lamps as it poured in through the rear windshield. I stared at the beautiful piece of flesh, mesmerized by the veiny shaft and the well-defined head, until I suddenly felt Nick grab a large tuft of my hair and savagely push my head between William's legs, hissing, "Suck his cock, bitch." Rather than upsetting me, his order made me even hotter and hornier, and I quickly pulled the magnificent cap into my mouth, sucking it hard, occasionally snaking my tongue out over it, and sometimes letting it pop out, only to greedily take it back in. While Nick shoved my head down, William bucked his hips up, and half his rod disappeared inside my mouth. I could hear Nick unzip his own pants and stroke his monster cock at an ever-increasing rate. He kept pushing my head more and more violently until I had swallowed most of William's dick, the tip hitting the back of my throat and making me gag. Triumphant, Nick yelled out, "Now fuck her mouth, fuck the slut's mouth until you cum down her gullet." William pumped into me as I bobbed my head along his shaft, much to Nick's delight. "Yes, that's it, suck him off, you needy cunt," he demanded. Again, his words didn't offend me, they just egged me on. For 20 minutes, Nick relentlessly pushed and pulled my hair with one hand, and jacked off with the other. William kept pounding harder and faster, and I kept sucking faster and harder. The sounds of wet cock filled the air. Then, about seven minutes before we got to my house, Nick started to scream again, "Enough fooling around, you pussies! YOU... fill her whore mouth with your jizz. And YOU... close your slut lips around him and suction his spunk right out of him." I felt William's shaft fill with cum, and then pulse with each successive stream of hot seed. While I struggled to swallow it all, Nick rudely twisted my arm out behind me, grabbed my hand, and placed it around his unbelievably thick pole, forcing me to jerk him, crying out, "Yeah, fuck, just keep stroking, you stupid whore, keep stroking 'til I cum all over your fucking hand. Got me, cunt?" I tried to nod as I sucked the last drops out of William's hole. Nick got incensed, grabbed more hair and pulled on it until I was sitting up, my face next to his, his breath hot on my cheek. "You're lucky we're almost at your house, bitch, or I'd paint your fucking face and tits." And with that, his cock filled and erupted, cum dripped down over my fingers, he pulled my hand in front of my mouth, and ordered, "Swallow me, slut." I did. Greedily. A minute later, we were in front of my house. As I got out of the car, William kissed me on the lips, Nick briefly grabbed my cunt, then slapped my ass with a resonating THWACK. Once inside the confines of my room, I went to remove my tights, and found that they stuck to my legs, so wet that it was hard to get them off. As for my thong, it was beyond soaked. I could easily have wrung a half-cup of juices out of it. I needed to cum so badly that it only took a few minutes of fingering before I exploded in a cataclysmic orgasm, muffling my cries by burying my face deep in a pillow. To my amazement, my shameless friend Jenna didn't say a word to me about the incident when I saw her in school first thing Monday morning. But she seemed to have told all our freshmen classmates. Girls looked wide-eyed and whispered as I walked by; guys shot me appreciative glances. And yet, the date offers stopped, and existing offers were retracted... not in disgust or malice, but for some unfathomable reason. It appeared as if there were some giant conspiracy in the workings, the details of which were known to everybody but me. I tried to contain my paranoia, but a game was definitely afoot. A glimpse into this game came late Friday afternoon. Nick was at the college visiting Jenna, and after my last class, while I stood in the hallway talking to a friend, he snuck up behind me, pinned me to the wall, and breathed heavily into my ear, "Hey, slut. You'd better make damn sure that your whore cunt is at Jenna's by 8 tomorrow night, or I'll fucking take you right here on Monday morning, in front of all your pussy friends." His words made my insides twitch and pulse wildly. I couldn't wait. The next 28 hours took about 28 weeks, but Saturday finally arrived, and I borrowed my parents' car to drive to Jenna's. I arrived 20 minutes early, so I sat in the car and massaged my clit under the thong I had carefully selected based on how it would look hanging on the outside of someone's door. At 7:56, I walked up to the house and rang the bell. Nick came to the door, totally naked, his giant cock dangling between his legs. He pulled me inside, and before closing the door behind me, shouted, "Our little whore has arrived." He roughly poked two fingers into the small of my back, pushing me toward and up the stairs, and into the study on the second floor. Music filled the room, and there was a haze of thick smoke from the joint that William and Jenna were sharing. Jenna was on the couch, clearly naked under a blanket, and William was on the floor, bare-chested, his rippling muscles making me weak in the knees. Nick shoved me down on the floor next to him, and crawled under the bottom of the blanket, inching his way up until he was very obviously between Jenna's splayed legs, then making loud slurping noises as he sucked her cunt. William quickly looked away, focused his attention on me, and drew me in for a deep, lusty kiss. Pumping my mouth with his tongue, he placed his hand on my crotch, and rubbed his palm up and down. Moaning loudly into his mouth, I awkwardly undid the button on his jeans, and fumbled with his zipper until it finally opened. Still uncertain in my movements, although I had given dozens of hand jobs and blow jobs in the past, I clumsily pulled out his cock, and stroked his already hard shaft roughly, twisting and turning my wrist, tugging at his meat. He pulled away from me momentarily, a wide grin on his twisted lips, and quietly said, "I hear you're a virgin, Sal. Want me to fuck you into oblivion?" My snatch beat out a tattoo, and I could feel the first trickles of juice overflowing and staining my white thong. I leaned very close to him, my voice barely a whisper, "You know how bad I want you. I can't think of anything BUT your big, fat prick inside me." He grunted something unintelligible, got up, put his arms under me and scooped me up, carrying me off to his bedroom. He dropped me onto his hard bed, and began searching his nighstand for something. I thought he must be looking for a condom, but instead, he pulled out three dildos, each one longer than the last. I actually winced at the sight of the third one, estimating its length at 11 or 12 inches. He turned to me with that same twisted smile, casually asking, "Hope you don't mind if I probe your pussy with these babies before I fuck you properly?" He firmly pushed me back, pulled off my thong, and spread my legs as wide as he could get them, stopping for a minute to stare. "Well, you sure as hell have a beautiful, kissable, lickable, fuckable cunt, Sal." As if to make his point, he bent down and took one long lick between my swollen folds, his tongue flat as he glided it along my slit, making me moan and shudder. I needed his dick so badly at that point that I could have screamed. He saw the need in my eyes, and responded by taking the first dildo, lubing it, and shoving it deep into my hole, all the way in to its hilt. Fuck, it felt good. I'd inserted a wide variety of objects into my pussy over the years, but nothing had ever felt quite as amazing as him slowly pumping me with his dildos, getting my canal all slick and greasy, readying me for his cock. The 12-inch toy was a bit of a shock, rudely banging up against my cervix, and causing some degree of pain. Yet this kind of pain was pure bliss, and I relished every second of it. He pounded me with the "foot-long" until I could barely breathe, until my legs started to shake, until I was so close to climax that I could already taste it. And then he just stopped. "No dildo's going to make you cum, Sal. My cock, my whole cock, nothing but my cock is going to give you that sweet release." He removed the dildo, placed it with the others on his nightstand, stood up, and stripped his clothes off before my eyes. I spread my legs even wider for him, but to my surprise, he closed them. I could tell he was enjoying the look of amazement on my face. He abruptly turned me over onto my stomach, lifted my ass in the air, trailed his fingers between my engorged pussy lips--I swear I heard him lick and suck those fingers right after--and pushed my head down on the mattress, my cheek against the soft flannel sheet, my nose breathing in his scent. Steadying my hips with his hands, then separating my folds with his thumbs, he rubbed his thick cock along my slit, teased the entrance the slightest bit, then rammed his seven inches right in. I thought I might pass out. Nothing had ever prepared me for the feeling of being impaled by a hard dick. His flesh filled me, and I was lost. My cunt pulsed and throbbed around him, and he bent down to whisper in my ear, "Squeeze me with your muscles." I had no clue what he was talking about. He said a little louder, "Try to clench your cunt". I tried... and it worked! What a revelation. The feeling of engulfing him within my walls nearly sent me into instant orgasm. He started to pump me slowly, deliciously, while I focused on contracting and expanding my muscles around him. We both moaned with pleasure. After a few minutes, we settled into a good rhythm, his thrusts and my squeezes almost perfectly in synch. The momentum built, he fucked me faster, harder... but something was missing. I tried to figure out which piece was gone from the puzzle. It finally hit me: my aching clit was untouched and unloved. Reaching my hand down, I started to massage it in slow circles, the puzzle pieces clicked into place, all reason left me, and my animal instincts took over. I bucked my hips back into him like a bitch in heat, maximizing his penetration. I rapidly clenched and unclenched my muscles around him. I rubbed, palmed, pushed and pressured my clit. I swayed and rocked and met his every thrust. I could hear him groaning somewhere at a great distance. I didn't care. All I wanted was to cum. Cum hard. Cum like I had never cum before. Our bodies were a writhing, heaving, twisted mass, joined at the pelvis by a poking, prodding, ramming, pistoning piece of meat, until neither one of us could stand it anymore. His cock filled out inside my cunt... holy fuck, I could actually feel it thicken inside me. I was still marveling at the sensation when he suddenly embedded his nails in my hips, arched his back, and screamed, "Holy Jesus, FUCKKKKKKKKK," holding that "K" and his magnificent prick in place while he trembled, and his cumhole shot rope after rope of his jizz into my hungry, waiting snatch. Just as his climax was ebbing, his throbbing cock--pushed and held so deep inside me--hurled me into an explosive orgasm of my own. Shrieking into the night, my voice piercing the air, I came with an intensity I would never have believed possible. My legs shook uncontrollably, the spasms in my cunt seemed to radiate to my very extremities, my heart raced, my temples pounded, I found it almost impossible to breathe. And the duration... it seemed like my body was wracked by wave after endless wave. He held me in place until the climax subsided, until the aftershocks passed, until I could barely remember who or where I was, then finally collapsed by my side, gasping for breath, pushing my sweat-soaked hair out of my eyes. "How's that, Sal?" he asked, laughing. Between gulps for air, I answered gleefully, "fucking... amazing...just... fan... fucking... tastic." That's when we heard a voice, and realized we were no longer alone. "Pussies. You're such goddamn pussies. That wasn't a fuck, that was a fucking love-in." Nick was back, as caustic as ever. He droned on and on. "What kind of slut fucks like that? If you were my whore cunt, I'd show you what a real fucking is all about. Jesus, mate," he turned his venom on William, "I can't believe you just took her like a pussy. What the fuck is wrong with you? Didn't anyone ever show you how to ball a whore?" I think he would have gone on forever, but William had had his fill. He sprang to his feet, grabbed a tuft of Nick's wild, curly hair, and dragged him right out the door, slamming it behind him. As he turned back around, he could see that I was holding my thong on one finger. Smiling, he took it from me, opened his door, placed it on the knob, and came back to bed, hopping in beside me, and holding me tight for a few minutes before I had to go. That's What Friends Are For When I got to campus on Monday morning, I was greeted like a returning war hero by my fellow frosh. I got high fives from all the guys, not to mention enough date requests to last me until graduation, and secret smiles and winks from all the girls, except the prissiest ones. With a wink and a hug, Jenna acknowledged me as a full-fledged member of the "bad girls" club. And Nick, dear Nick, hopped back to Australia, undoubtedly to tell the kangaroos that they were mating all wrong. That's What Friends Are For The phone rang one Saturday morning and Laura answered. "Ken, it's Amy," she yelled in the basement. "Something is wrong with their pool. She wants to talk to you." He came up the stairs and took the phone from his wife. "What's wrong Aims?" as he called her by the nickname they fondly used. "The filter is backing up and dumping crap in the pool. Steve's out of town this weekend; can you come take a look at it?" Ken said he would and hung up the phone. "I need to go to Steve and Amy's. The filter on the pool is acting up and Steve's gone this weekend." He gave Laura a quick kiss and said, "See you later." Laura walked him to the door. "They always seem to have problems with that pool. Will you know how to fix it?" As Ken gathered some tools together he replied, "I won't know until I look at it." As he drove to their house, he wondered why Amy called him. They didn't have a pool and while over at Steve and Amy's often to swim, never really helped Steve with any maintenance issues. He hoped he could fix the problem. He pulled up in their driveway and since they were good friends, walked around the back to the pool. No one was out there and he looked in the pool and could see debris coming out of the filter intakes. He knocked on the back door and in a minute Amy answered. She was wearing a light blue bikini and had a cover on but it was open. Ken always thought she looked hot – she was 41, a few years younger than him and her and Steve had three kids. She worked out a lot and while petite, her body was very fit. She wore her blond hair past her shoulders and usually had it in a ponytail, giving her the girl next door appearance. He could see her firm abs and nice legs, all very tan from the time she obviously spent by their pool. Ken and Laura hadn't had sex in several months; she was going through menopause and had lost her desire. Anytime Ken would approach her, it ended it arguments and Laura crying, accusing Ken of being selfish. Occasional masturbation sessions had been his only release lately and seeing Amy caused a stirring in his groin. "I'm glad you're here." Amy's voice snapped him out of his daydream. "I'm not sure what's wrong. And I always let Steve take care of the pool." "That's okay. Let's take a look and see." They walked over to the filter and opened the top. They could see right away the blades that spun the filtering system were broken due to a toy car getting jammed in it. "Dammit, " Amy complained. "I've told the kids to keep their toys away from the pool. Someone will answer to this." She took the car after Ken removed it from the motor. "I'll need to run to the pool store to see if I can get a new one. I'll be right back." Ken left and was back in about twenty minutes. It took him about a half hour to replace the blades, as he was guessing as he went, not having a pool himself. When he finished, he was soaked with sweat. Even though it was still late morning, it was already hot. "Oh, Ken. I feel so bad. You've spent so much time on this. How much do we owe you?" "Aims, you don't have to pay me. Tell you what. Cover the cost of the part I had to buy and how about if I take a swim to cool off? Unless you have things to do." "No, nothings going on right now. The kids are with their grandparents until later today and I was just cleaning before I came out to the pool. Let's get you a pair of Steve's trunks." Steve and Ken were almost the same build, Ken just a few pounds heavier so they felt Steve's trunks would fit. They walked to the small pool house and Amy opened the door. Ken had been in it before and it was pretty bare bones. A drying rack to hang wet suits, some pool gear and toys and an old love seat to sit on when changing clothes. Amy handed him a pair of trunks. "I'll go make some drinks for us and meet you at the pool." She left the pool house and Steve started to undress. He had his shirt off and was removing his shorts and underwear. As he reached to pull the trunks on the door opened. "Oh, I forgot to ask....ohhh.....," Amy's voice trailed off as she saw him, trunks at his knees. A heavy silence enveloped the small room. Their eyes met and neither one blinked or moved. Steve made no effort to pull the trunks up and watched as Amy's eyes lowered to his cock. It twitched and started to harden, Ken getting excited quickly as he hadn't had sex in a while. "Oh shit, I'm sorry Aims, I'm sorry." He quickly pulled the trunks up and held a towel in front of him. He suddenly felt very nervous and wanted to leave. "I'll just go and have Laura bring the trunks back another time." He started to leave but Amy blocked the path to the door. She reached up and placed a hand behind his neck and pulled his face toward her. Planting a kiss on his lips, Ken was stunned. His erection was instant and filled the front of his trunks. He returned the kiss, their lips smacking as she wrapped both arms around his neck. Her tongue started licking his lips and gently probed his mouth. As their tongues entwined, they embraced in a long kiss. Ken finally pulled back and removed Amy's arms from his neck. "Jesus, Amy. We can't do this. You're Laura's best friend!" He really wanted to leave but she stood her ground. "It's okay. Laura has told me about your uhh...ummm...." she hesitated, looking at him. "About our sex life? Or lack there of?" "Yes, "she answered quietly. "I want to help you." And with that, she quickly moved to him and embraced again. His lips found hers and started smacking together as they made out. The cover fell from Amy and she was only in her bikini. Ken gripped her ass and lifting her up, pressed her against the wall. He started grinding his engorged cock against her pussy through their swimsuits. Amy wrapped her legs around his waist and dry humped back at him, amazed at how hard he was. Ken moved his kisses down her jaw, reaching her ear. As he kissed it, Amy could feel her pussy become drenched from her juices and a small wet spot appeared in the front of her bikini. Ken reached inside her bikini to grip her bare ass and found a firm set of globes. He massaged and squeezed her cheeks, continuing to hump her against the wall. She pushed him back and guided him to the chair. Before he sat down, she reached inside his trunks and softly grabbed his cock with both of her small hands. The touch was so delicate yet electrifying, Ken almost came right then and struggled to hold back. "You're too excited. Let me calm you down so we have more time." As she tugged his trunks off him, she pushed him to sit in the love seat. She stood and reached behind her to untie the bikini top. As it slid down her arms, it exposed a small, pert pair of breasts, jutting out proudly. They were topped by light pink nipples that were erect and as big around as one of his fingers. She moved her hands up from her belly, slowly grazing around her navel. Amy trailed a finger slowly to her left nipple and tweaked it, while caressing her other breast. "Ahhh....I know you want these....but later. " She was moaning as she spoke. She shed the bottom part and Ken looked upon the beautiful pussy in front of him. Her pussy was already damp, her lips swollen. She had a fine layer of blond hair, very sparse, just above her pussy. Ken inhaled as he saw a faint trail of blond hairs extend from her pussy to her navel. She looked incredibly hot, standing there nude, and seeing her tan lines from her bikini. His cock twitched and spasmed, something Amy didn't miss. She knelt in front of him, reaching behind her head and releasing her ponytail. Her hair cascaded down around her shoulders and she started caressing his arms, feeling the muscles. Her touch was so light and erotic, Ken again almost came. He reached out and felt her nipple, running his finger over it and drawing circles around it. She shivered and goose bumps appeared on her arms. Moving her hands to his chest, Amy ran drew lazy circles around his nipples. Ken was so hard it hurt and Amy finally reached down and wrapped her hand around his shaft. He bucked his hips and precum leaked from the tip of his dick. Amy felt it with her finger and rubbed it into the head of his cock. Her other hand slowly slid down and cupped his balls. She slowly stroked his cock with her hand and asked him to lean back. Ken sank into the love seat and Amy lowered her head, her hair hanging down and she gently let the ends of her hair touch his cock and balls. The feeling was unlike anything Ken experienced before and more precum leaked from his cock. "God, Aims. It's been so long I'm not going to last." He was already panting and moaning and she continued the soft caress with her hair. "Don't worry, "she whispered as she lowered her head, taking Ken's cock into her mouth. It was wet and hot as Ken arched his back to allow her to take him deeper. She slowly lowered her lips down his cock until her nose bumped against his stomach. She could taste his sweat mixed with the male scent and it excited her more. She moved her lips back to the tip of his shaft and slowly ran her tongue around the sensitive head. As she again massaged his balls, Ken couldn't take anymore. "Amy....Amy.....cuming....I'm cumminnggg....., "he groaned as he tried to warn her. He exploded in her mouth, months of pent up frustration released. Amy tried to keep her mouth on him, but the force of his cum made her gag. As she moved off him, he spurted again, hitting her face and running down her cheek. Three more spurts and he had covered her arm with his cum. She giggled as she wiped some of it away. "Wow. You poor guy. You were really built up." As he looked at her, cum on her face, she looked hotter than ever. He reached and pulled her to him, kissing her and tasting the remains of his cum. "Sorry. I tried to warn you. Laura doesn't let me cum in her mouth." "It's okay. I enjoy sucking Steve and he cums in my mouth all the time. With the kids around, I like to tease him with quickie blow jobs." Ken was excited to hear her talk like this as even though she was hot, she always seemed the proper wife and mom. He laid her gently on the love seat and said, "Your turn!" She leaned back now and Ken started kissing her neck, slowly moving around and coming back up. She opened her mouth as his tongue slid in and their lips hungrily crushed together. Ken ran his hand along the length of her calf, circling around the back of her knee when he reached it. Amy squirmed and gave a low moan as they continued kissing. He crept with agonizing slowness up her thigh, reaching up and grazing her pussy lips. "Ohhhh.....mmmmm........ "she moaned in his mouth. They were embraced in a furiously passionate kiss and Ken repeated his movements on her other leg. Amy continued to squirm and Ken broke their kiss, moving down her neck. She tasted like coconut oil as he moved to her breast and she felt him take her nipple into his mouth. She pushed forward to give him more. "Kennn.....oh mannn.....," she continued to moan. He licked and gently bit her nipple, causing her to squeal in delight. He moved to her other nipple. Licking, sucking and biting as he lathered them with his mouth. Amy's eyes were closed as she enjoyed his attention to her breasts. She felt his hand glide slowly back up her leg and her eyes opened in surprise when he slid a finger in her steaming pussy. Ken couldn't believe hot wet she was and started pushing in and out. Amy was slowly pumping in rhythm with his finger and Ken started licking down past her tits. He tongued down her belly, feeling the muscles in her abs. He reached her navel and inserted his tongue causing her to shiver, still fingering her, and moved lower. She inhaled sharply in anticipation. "Mmmm.....mmmmm.....oh god...," she continued to moan as she enjoyed what he was doing. He slid down her mound, licking and kissing gently as he went. He reached her pussy and lightly kissed her outer lips and slowly inserted his tongue in her. He removed his finger and reaching under her, grabbed her by the ass and raised her up. As he did this, he tongue went further in, moving quickly back and forth. "Ohhh.....ohhhh.....aaahhhh.....keep licking meeee....." She grabbed his hair and was pumping her pussy into his face, wanting his tongue deeper in her. As he continued to lap at her, he shoved two fingers in her and Amy exploded with her own orgasm. "Goddd......cumminnggggg......make me cummmm..... ," she moaned and pumped her hips furiously as she came hard from Ken sucking and fingering her. She whimpered and moaned a little more and laid back on the love seat, panting. "Ken, that was something. Can I keep you around just for that?" And they looked at each other and broke out laughing. Ken stood up and Amy noticed he was hard again. She raised an eyebrow and looked at him. He was so excited, he had another erection, something that didn't happen very often at his age. "You really excite me Amy, "he said softly, almost a whisper. Her heart started racing again as Ken sat on the love seat and Amy grabbed his cock, lowering herself on his lap. Ken almost came as Amy's pussy was incredibly tight and her warmth closed around him. He grabbed her firm ass cheeks as she started to ride up and down his shaft. Her hands were on the back of the love seat, which allowed her to control her body so she could move her hips the way she wanted to. "Oh, Oh, Oh, Oh, Oh!" She moaned as she bounced up and down on the love seat. Ken had one hand grabbing her breast as he sucked on it, the other hand grabbing her firm ass cheek. "Ahh, ahh, ahh, ahh, oh, oh!" Amy continued to moan as the love seat was squeaking to her riding Ken's dick. His other hand now grabbed her ass as well and he held her in place, pistoning his shaft up into her. Ken was reaching the point of coming again and he reached up to pull her off him. "What, what's wrong?" she asked as they stopped. "Turn around. I want to do you from behind." She turned around and was on the cushions on her knees, her ass lifted in the air for him. He had her by the hips and pushed his cock against her sopping pussy. He noticed a heart shaped tattoo on her ass cheek, easily sliding in and started pumping into her. Their pace quickened and soon his balls were slapping against her ass. "Uugh, uugh, uugh, uugh, uugh, "Amy grunted as Ken slammed his cock over and over in her pussy. He reached up and pulled back on her hair and this triggered something wild in Amy. As he held her hair, she started pumping harder back against him, their bodied slapping together. Ken had reached the edge and couldn't last. He was surprised when Amy squealed before him as she came, and her pussy wrapped tighter around his cock. "Again....cumminng again!" He loudly moaned as he came in her sweet, hot pussy. He continued pumping his hips until his cock was milked dry. He pulled his softening cock from her and they sat down on the love seat. Amy leaned against him and he wrapped his arm around her. "Why now, Aims, "he asked, thinking they had been friends for years and nothing was even remotely indicated this would happen. "Well, after Laura told me what was happening, I just wanted to help you. But Steve and Laura don't know about it, so you can't say anything." As they sat together in the pool house, Ken wondered if any of his wife's other friends felt this way. That's What Friends Are For Bright sunlight streaming in through the window brought me around from a long and deep sleep. The night before had been quite a late one for me, my husband Tim and I had been to visit friends, we chatted for so long it must have been nearly two am before we arrived home, but it had certainly been a fun evening. Tim of course had long been up and left for work before eight am, the coffee he brought me earlier was now stone cold by the side of the bed. I lay there thinking how well we had done in recent years. We were both twenty-three when we married twelve years ago. I had been very fortunate, when I left school my first job was as a sales clerk in a jewelry store owned by a Mr Isaacs. Within a year Mr Isaacs decided I had some talent and he spent the next six years teaching me the art of a bench jeweler, making and repairing all types of jewelry and the business was very successful. Mr Isaacs eventually retired and sold the business to a huge chain of jewelry stores. He knew I would not be happy with them, so he gave me all of his tools and equipment and advised me to start up on my own. Three months later we had converted one of the garages into a workshop and Jane's Custom Jewelers was born. I became known for custom-made engagement and wedding rings, and life was good. I was close to falling asleep again when a car horn tooted in the drive. I leapt out of bed and hurried to the window to see my friend Lin getting out of her car. I dashed downstairs and let her in the front door, we went straight to the kitchen for our morning coffee and our usual putting the world to rights chat. I had first met Lin when we were setting up my company; she was our lawyer's girlfriend and still is. Despite our differences we got on well from the first minute we met, Lin is the gregarious party girl, where I am the mouse like homebody. "What the fuck are you wearing?" Lin asked jokingly, as I got the coffee going. "You don't think its sexy then?" I did a twirl in my orange pyjamas, which have an all over pattern of small bears. "One advantage of being less than ninety pounds and struggling to reach five foot tall is I can wear children clothes." Lin continued to laugh as I danced around the kitchen showing off my pyjamas and getting the giggles myself. After my final pirouette I sat on her lap, we were both close to tears with laughter. As she held me close her hands opened up and she cupped my 32A breasts and rubbed my nipples with her fingers through the outside of my pyjamas. "Wow! You may have small tits Jane, but those nipples are huge and fantastic when stimulated." I leaned back into her, enjoying the surges her sexy attentions were giving me, before the coffeepot announced it was ready and I jumped off her lap and busied myself serving our drinks. We enjoyed our usual one-hour chat, before Lin had to get back on the road. As a drug company representative, she had appointments at all times of day, but she had plenty of time to visit me as well. After she left, I got back to work and had quite a smile on my face thinking how much I had enjoyed the stimulation and wondering if Lin was a bit bisexual, sex was something we had never discussed together. Lin must have thought the same, she called me three hours later to apologise for groping me and no, she was not bisexual, but she had enjoyed our moment together. "I quite enjoyed it myself, Tim rarely does that anymore." I told her. "Stop there! I will be over in a few days; you can give me all the nitty-gritty then." Lin meant what she said, as soon as she got in the door on her next visit, she wanted to know the sexual history of my life. "Start off with your worst lover," she said. "Well that's easy, I met this nice boy named Tony, he was good looking and quite suave, we were both about twenty years old. I was quite innocent then and it was a good two weeks of dating before he tried anything. First off, he just played with my nipples, sucked them and so on, then he started fingering me and eventually started to lick my pussy, which was rather good. The problem began when I got his cock out one night to play with, and he came off in my hand within a few seconds." "I put his premature response down to first time nerves, but his staying power never improved much. Whenever I tried to suck him, he came as soon as I took him in my mouth. By the time we got to trying full sex, he was coming off before he even got it in me. He was a disaster." "This sounds familiar." Lin said. "What happened?" "He did have a good tongue and we stayed together for another few weeks but then we drifted apart." "That sounds just like my worst one, but he could not even get an erection. He did make up for it with other things, but I do like a hard cock in me, so he had to go." Lin said laughing. "Anyway, back to work for me, see you in three days, start thinking about your best ever man." I had no problem bringing that memory back. After Lin left I went up to the bathroom to take a bath. Laying back in the warm water I opened my legs wide and put them on the sides of the bath and relived my best ever sex in my mind, while bringing myself to orgasm with the help of the showerhead, something I rarely do nowadays. Lin arrived three days later at her normal ten o clock in the morning. It was. "Make some coffee and let's hear that best ever sex story, then I will tell you mine." Coffee and snacks made, I started my story. It was early evening on the day of my wedding. The reception was going well and by seven o'clock I went up to our overnight hotel room to take off my wedding dress and get changed for the dancing we would be having later on. I had already drunk quite a bit of wine and had brought a bottle with me. I was feeling happy and very mellow. There was a tap on the door and when I opened it, there was a guy with a wedding dress bag saying he had come to help fold and pack mine for me. I just presumed he had something to do with the hotel and I invited him in. He was very friendly, quite young and good-looking. We chatted about how the wedding had gone and I never felt anything was wrong, even when he suggested he had better get my dress packed and asked me to turn around so he could unzip me. With the dress off I sat on the edge of the bed in my new silk bra and panty set with white holdups. He even complimented me on my underwear as he packed the dress in the long bag; I even stood up and helped him to get it in smoothly. He produced a smaller bag and told me this one was for the underwear to go in. Whether it was the drink, I do not know, but I did not suspect anything was wrong so I took off the rest of my clothes. As I got naked he went into the bathroom and brought back my silky dressing gown, and then he held it up for me to get into. It just all seemed so natural. We sat on the edge of the bed chatting for a few minutes, he poured me another glass of wine, which I threw back, and he poured me another one. He told a joke, which gave me the giggles. I lay back on the bed laughing and giggling, until I felt a hand on each knee opening my legs. I offered no resistance and a second or two later, I felt his tongue licking my inner thigh. He kept on licking; his tongue crept up to my pussy and immediately I became incredibly aroused and ready for the next sexy stimulation I knew was coming. It was the lapping of my life; my clit was alive to the slightest touch of his tongue. I must have cum more than a few times. I was squeezing his head with my legs around his neck, and my hands were holding his head pulling his face into me taking every pleasure I could get, until I needed something else. "Fuck me to death now." I remember shouting out. "You wanted to die?" Lin asked, looking shocked. "No silly! I just did not want tenderness, consideration or even kindness. I just wanted the meanest, hardest fuck I could get." I replied laughing. "Oh yes, I like that as well." Lin said with a smirk. And I certainly got it. I was like a rag doll being thrown up and down and he certainly pounded me, the sexual energy flowing through me took all my energy and I thought I may black out with the pleasure surges flowing through me. In fact I probably did. I have no recollection of him leaving, just being woken up by my husband saying 'wake up darling the party is still on, did the wine get to you?' I still felt exhausted but managed to jump in the shower and was back at the party in thirty minutes. It went on for another few hours until everybody left and we both went to bed. The marriage was not consummated that night, we were both too tired. The next day I asked the staff if they knew who had helped me with my dress but nobody knew what I was talking about. To this day I have no idea who it was who fucked me that night. It wasn't a guest because I knew all of them. "That is some story." Lin said, "Fucked by a mystery man on your wedding night. And Tim never noticed you had just been fucked?" "No, he never suspected a thing." "And it's just been him for these last twelve years, no extras?" "Just him," I confirmed to her. I told her we still did a lot of oral sex for about a year or so after the marriage, until one day he decided it was the sort of thing prostitutes did and it was not for us. I was disappointed but he still fucked me every Wednesday and Saturday night, so I was happy with that. Although now he has cut out the Wednesday session, as he claimed he gets too tired for work the next day. Once a week is a lot more than many couples have sex, or so he told me. Lin seemed surprised about Tim's attitude to sex, so I told her all about another of his funny little quirks. During the summer months, I have all my pubic hair waxed off. Tim likes to watch me walking about the house with no panties on, he says I have a young girl's pussy, until I get turned on, and then it opens up waiting to be pleasured. He seems to think him watching me will get me excited, it has not happened yet, but he still wants to do it and he does enjoy it. "That is really weird; does he never touch you while looking?" Lin asked. "No, he just stares." I told her laughing. "So then, let me hear your best sexy experience." I asked her. "Of course, well it is still going on now." Lin said, and began her story. It all started about eight months ago. Lin does quite a high mileage in her car and has it serviced at a small garage called Hines Motors. She usually leaves it with them in the morning and they have a young lad named Pete who drives her back home. He's their gopher; he gets parts and generally runs around all day. Lin told me she's always got on quite well with Pete; he is about twenty and a bit cheeky sometimes with his saucy comments, but good fun. He would often go in for a coffee at her place, if he did not have a lot of work on. This one particular day, he ambled in and sat at the table, while Lin poured the coffee as they chatted. She passed him a full cup and, as he took it, for some incredible reason the handle broke off and the full contents spilt on his legs. "I can see where this is going," I said. "Don't interrupt, you'll spoil it," she told me. "Sorry, go on," I replied. She carried on with her story; she told me how she screamed for Pete to remove his jeans to stop any burning. He stood up and dropped them straight down and Lin gave him a towel to dry his legs. Fortunately he had avoided receiving any burns, and as he dried himself off she couldn't help but notice a very nice cock hanging down between his legs. To avoid embarrassment she told him she would be buying him underwear for Christmas, which he thought was funny seeing as he wasn't in the least bit shy. Lin's eyes could not stop looking at Pete's cock, although it was flaccid it was still impressively long, but it wasn't the length that aroused her interest, it was the width. Apparently Pete has a cock as thick as a Coke can and her mind was soon racing with lurid thoughts. She wanted it. She just stood there feasting her eyes on it, until he sat back down and his T-shirt covered up that lovely big endowment of his. Pete knew that Lin was enthralled by the sight of his cock; he told her if she wanted to see it again, she would first have to show him what she had to offer. Lin didn't hesitate; she stepped towards him pulling her skirt up to her waist, eager to demonstrate how willing she was. Pete didn't hesitate either; within seconds he had Lin's panties pulled down to the floor and a hand roughly slapping her pussy, which had a very desirable effect on them both. A very hard angry looking cock was soon out on display and Lin was desperate to get it inside her as quickly as possible. As he sat before her she straddled him, slowly sinking down on his cock, he entered her easily and the contracting walls of her pussy sent pulses of pleasure all through her. There was no stopping them now, Lin's hungry pussy squeezing Pete's swollen cock as it pummelled her insides. There was no finesse, just pure fucking for the sake of lust. His pace just never stopped until spurt after spurt of his cum shot up deep inside her, the whole thing lasted no more than three minutes, but Lin was on her third orgasm as he finished. She stood up and rushed to the bathroom to clean up and to get her breath back. While she was doing the necessary lady thing, she heard Pete call out to thank her for the coffee and to let her know he would return in three hours to collect her to go and get her car back from service. Lin took a shower and got on with some paperwork, passing time until she heard Pete honk the horn to announce his return. When she got in his car she hardly spoke, she had no idea what to say, but he had things all worked out. He told her he had no interest in love or romance, but if she ever wanted straight forward sex, then just say 'do not spill the coffee' and they would both know what that meant. "So, 'do not spill the coffee' is your code for a fuck then?" I asked her. "Sure is," she replied, "it's the perfect quote. Me and Pete have an understanding now. Tom gives me love and romance and Pete gives me unadulterated sex. It is the best of both worlds for me." "Lucky you," I said, all pleased for her. Lin beamed a big happy smile and returned to work leaving me to relive her excitement in my mind and it did sound good. We had enjoyed telling each other about the exciting times in our lives and as the weeks rolled into summer, we both added little extra fruity bits to our stories and had great fun telling them again. I told her I had waxed all my pubes off and was back to flashing to Tim every evening, but it still never went anywhere. It was now July. Lin had called and suggested I fire up my hot tub for an afternoon soak, if I was not too busy. It was a great idea, by three in the afternoon the temperature was up to 104f just as Lin arrived. We both put on bikinis and jumped in the water. We soaked and chatted for a few minutes. "Let me check out your nipples, I have wanted to get my hands on them again for months." Lin said, and we both laughed. I went and sat on her lap and her hands came around, pushing up my top and started to tantalize my nipples by rolling them with her fingers. With one hand pulling and stroking my nipples her other hand slid inside my bikini bottoms. "Just checking how good a waxing you had." She said. However, I did not care, her fingers were already at my pussy slit and I knew I would be opening wide to get the stimulation my pussy so desperately needed. When I heard Lin gasp I knew my clit had come out to meet her probing fingers. "Oh my God, it's huge." She exclaimed. "I have got to get my tongue to that." With those words, she pushed my bikini bottoms down over my hips and pulled them off over my ankles. I laid back and floated, raising my hips to the surface of the water. Any shyness I felt evaporated as Lin pushed her head between my legs. She hungrily licked and teased my clit better than any man has even done; she had two or maybe three fingers up inside me, thrusting in and out and at a nice steady pace. My pussy clamped her fingers tightly as the first orgasm swept over me. When the big orgasm hit, my legs tightened on her head and my whole body went stiff. My heart was racing as I let her head go and my breathing started to slow down. "Lin that was absolutely amazing, I have never orgasmed so strongly before, thank you, thank you." I repeated. "We may be having more fun yet. I invited Pete to join us, but I do not know if he can make it. If he does, remember he was picked for one asset only, and it's not his brain." We both started to giggle like schoolgirls. It was great fun and less than five minutes later Pete turned up. He ambled over to where we were and sat down at the bench beside the hot tub. "Let me finish my cigarette and I will join you." He called out to us. I could not help but watch him strip down to his boxers, hoping to see the cock that had got Lin in such a tizzy, but no luck, he jumped in and we all chatted with small talk for a few minutes. "Stand up Pete; I want to show Jane your best asset." Pete stood up and the water was up to his mid thigh, Lin leaned over and pulled his boxers down. My mind was racing when I saw it. What a fabulous cock, big, wide and hanging there quite harmlessly, for the moment at least. I looked Pete straight in the face. "Can I touch it Pete." I asked him. "Of course," he replied. Pete pushed his boxers down to his ankles as I scampered over to him and took hold of that beauty. With just three pulls it had nearly doubled in size. Going through my mind was could I get this huge thing inside of me, and could I even get it in my mouth? What I did know for sure, was my desire to be fucked by this thing, no matter what. Pete was enjoying the attention and Lin was playing with herself while watching us. I held him with both hands and put his cock head in my mouth. I had just started to lick him when he leaned over, picked me up under my arms, and sat down with me on his lap facing him. I had not put my bikini bottoms back on after Lin had removed them. The head of his cock touched the tip of my clit; the first wave hit me before he even entered me. He pulled up my bikini top and started sucking on my nipples as his cock was slowly buried deeper inside me with every thrust of his body. The slick walls of my pussy were now contracting, sending pulses of pleasure through Pete's engorged erection. I was in heaven with multiple orgasms coursing through me like electricity. I could hear his breathing get faster as he approached his orgasm and my pussy was ready to drain him of his fluids. He came with four or five spurts deep inside of me, while my pussy muscles squeezed his cock to release every drop of his cum in me. His cock was superb, the best I had ever had fuck me, I will never forget the initial feelings that cock had invoked in me. Lin certainly knew how to pick a cock for good fucking. I settled back to sitting in the spa and we all just looked at each other, with some tension until Lin spoke. "So what do you all think of the weather this week." We all cracked up with that. We relaxed for a bit longer in the spa, before I got out, dressed and went to make coffee and something to eat. I returned to find Pete dressed and Lin with a towel wrapped around her as she dried herself. We sat at the outdoor table, ate all the food I had prepared, and then Lin stood up, dropped her towel, and said. "One person here has not been fucked, abused or sexually interfered with all day; it's about time this was rectified." Pete and I burst into laughter as Lin stood there like a diva with her arms raised. I cleared away the plates and coffee mugs and threw a blanket and pillows on the table. Pete had already pulled Lin's bikini panties off and was soon on his knees licking her clit. That's What Friends Are For From behind, I removed her bikini top and cupped her breasts in my hands, tweaking her nipples just like she had mine. Pete stood up after a few minutes and laid Lin across the table. She had her legs wide apart and Pete was slapping her pussy really hard with his hand. As Lin screamed out in delight, I grabbed a bottle of baby oil and began to massage the contents all over her body, going from her breasts right down to her pussy and back up again. Lin's body was now glistening with the oil; Pete lifted her legs onto his shoulders, leaned forward, then easily penetrated her with just the head of his cock. He was teasing her, making her beg him to fuck her. She was so wet; I could see her juices flowing out of her as she pleaded for cock. Pete finally relented and thrust his whole length effortlessly inside of her with one fluid motion and then stopped. I was fascinated watching them, Lin was obviously having her first orgasm and a few seconds later he pulled out of her nearly all the way, only to drive his cock deep into that hungry wet pussy again. He fucked her hard now, using his thick cock like a piston as Lin moaned with pleasure beneath him. "Oh, Pete!" Lin cried out, her body pushing up to meet his every thrust. Her eyes stayed closed as her hips jerked to his movement. She clutched his hips, pulling him into her pussy as deep as he could go. "Oh my God Pete! Come now, come in me now!" His panting and grunting gave him away as he filled Lin with his seed, and she replied with the sounds of a very contented woman. Pete decided he had better get back to work, leaving Lin sprawled across the table with cum leaking from her pussy. I helped her back into the spa to recover, then I cleared away all the bits we had brought outside, made fresh coffee and was pleased to see Lin was revived, dressed and sitting at the table when I came back out. "Well that was one hell of a fucking afternoon. Like I told you, not the brightest guy, but what a fabulous cock." She quipped. "Well you both gave me the best sex I have ever had and I don't know how to thank you." "No need to thank me, what you did with that baby oil massage was fantastic; I definitely want that again sometime." "It will be my pleasure." I said, with a beaming smile on my face. Lin left shortly after, I tried to do some work but I needed to get that showerhead busy in my favourite position in the bath. I had to keep repeating this often just to keep me sane. Lin arrived the following day and things were getting back to normal. We discussed 'the event' as we called it and how good it had made me feel, when unexpectedly she said. "When was your car last serviced? You should call Hines Motors and get it done. I don't mind sharing." She suggested laughing. I made the call and took my car in for service a week later, Pete drove me home. We never talked much on the way but I did say to him. "Do not spill the coffee!"