Val Me Carl and Green Dress

Valerie and I have a good friend we spent a fair amount of time with. He was married to one of Val's best friends for almost 35 years until she suddenly died of cancer. Susan's death hit us all hard but none more than Carl of course. He really loved the woman. He told us on more than one occasion that she had been his only love and lover. They both claimed that they took each others virginity and had never wanted any other lovers.

I'm not saying they were prudes or very conservative people. Susan and Val were as similar as peas in a pod. They both were almost braless all the time and they both enjoyed wearing thin shirts in public and letting the men see their nipples thought the shirts they wore even at their advanced ages. Susan and Val have often gotten topless around our pool. Val told me she had no problem with even getting nude in front of Carl but would not do it as long as Susan kept her bottoms on. Susan told Val she enjoyed going topless in front of me but didn't have the courage to get naked. She claimed her pussy was for Carl's viewing only. So Carl has never seen Val naked in person although he has seen the pictures of Val on my computer and she is nude in many of them and Val knows this and doesn't mind. The closest Carl and I have seen Val and Susan nude was when they found some black, deep plunge halter swimsuits with thong backs to wear to the beach. The back of those suits looked a lot like the one the girl wore on 'Crocodile Dundee', you know the one where the crocodile almost got her. Val had surprisingly little trouble into talking Susan into helping her remove the linings from both suits which made them nicely sheer, which we all liked and enjoyed. They both loved to strut their stuff on public beaches. Carl and I enjoyed following behind them watching their bare asses in those thongs and watching all the stares they got from passing men.

Valerie and I have now been married 40 years this year. I was 20 and she was 18 when we got married and I have never regretted it one bit. Carl joined the company I work for about 15 years ago and we soon became good friends. Val met Carl and Susan one Saturday at a company picnic. We soon became good friends and ended up spending time at each others homes and even went camping a few times together. We found out on our first camping trip that they where not quite when they had sex which tickled Val and I to no end. We liked making noise too, so we did. On our second camping trip instead of putting the tents across the camp from each other, we agreed to pitch our tents right next to each other so we could here each others' sexcapeds a lot easier. That was one fun weekend; we kept trying to outdo each other. Val and Susan usually wore just t-shirts or tank-tops around camp except that Susan seemed to always wear underwear, not Val, she preferred going commando while camping. I'm sure Carl may have got a quick glance now and then but never said anything to me about it.

I think it was on our third camping trip, Susan and Carl walked up on Val giving me a blowjob on the picnic table. Val looked up and said hello and went back to blowing me. I told Carl to have a seat and watch. He said he had a better idea. He pulled off his shorts and got on the table next to me. Susan didn't say a thing but quickly sat on the bench between his legs and started to suck him off while glancing at my dick. Val was sucking on me but looking at Carl's dick too. Carl and I have been naked around both wives at the same time on a few occasions, but the girls have only been topless around us. Carl and I have both hugged each others' wife while we were nude and they topless but that was the closest we ever got to doing anything sexual with the others spouse.

Anyway, Susan has been dead now about 7 months and the end of October would have been their anniversary. Valerie being the caring woman she is, suggested we invite Carl over to spend that weekend with us. She figured he would be extra lonely that weekend and that he would need friends around. I told her it was fine with me and to go ahead and give him a call and invite. Carl accepted and showed up about 6 PM that Friday night.

Val was wearing her normal comfortable at home outfit, a mid-thigh length t-shirt only. I whispered in her ear to be careful how she moved and sat because Carl probably hasn't seen any pussy since Susan died and may attack her. She just smiled at me and said, "Well, it wouldn't be the first time he's seen my pussy, I made sure he seen it a few times our last camping trip. One time he got about a five minute look. I even winked at him when he finally looked me in the eyes." I told her I suspected he might have gotten few glances but never an extended view. He never said a thing to me about it.

Later on while we were in the kitchen cleaning up after supper and Carl was watching TV. Val said to me, "You know, I kind of feel sorry for Carl, you know, no pussy or a woman to hug and hold on too. Maybe I ought to sit with him tonight and hug on him a bit. Would you mine? You know it has been quite a while since I held another man too. I always thought that Bill would be a one time thing. You know we had a lot of fun with him. I know you liked watching me fuck him and 'God' I know I enjoyed both of you fucking me at the same time. I'm not saying I want to fuck Carl but if something was to happen, I wouldn't mind it. He is a dear friend and I know he needs it and I would be willing to help him if he wanted to, that is if you wouldn't mine."

I kissed her and told her I thought it was a good idea. I told her she had my blessing to do whatever she felt like she needed to do. Then I smiled and said, "Plus I know you have been drooling ever since you first laid eyes on that dick of his. You've wanted his dick in you mouth for a long time, haven't you?"

She punched me in the shoulder but still smiled and said, "Maybe. But let's not jump to conclusions. He may not want to have sex with me. I think I will take it slow and maybe tease him a bit first, you know I love to tease men!" So that how it started.

After we finished up in the kitchen, I came in first and sat in my favorite chair. Val came in a few seconds later and plopped her ass down next to Carl letting her t-shirt do what ever it wanted to do. Fortunately or unfortunately, all that showed was a lot of leg. He gave her a funny look. Val said to him, "What? Can't I sit next to a good friend? I know you miss holding and hugging Susan, so we decided in the kitchen that you can hug or hold me as long as you want tonight dear." Val then leaned over and gave him a little kiss on the lips. I could see tears in Carl's eyes as he looked at Val and then he put his head on her shoulder. Val then got up and sat in his lap sideways, and as she sat down; she pulled the t-shirt completely from under her, putting her bare ass on his jeans. She then pulled his head under hers and gave him a hug; he actually cried a little as he wrapped his arms around her. A few minutes later I seen a little movement out the corner of my eye and looked over and seen Val take his left arm from around her neck and slowly slide it down to her right breast. She told him to go ahead and hold and squeeze her tit if he wanted. "Just think of me as Susan" she said. Next thing I saw was Carl groping and squeezing my wife's tit and Val's eyes closed and I heard her moan. After a few minutes of this, Val got up and straddled Carl's lap as she faced him. She leaned in and gave him a big kiss as he had both his hands full of her tits. Then I noticed Val started grinding into his crotch, she was definitely getting worked up. A few minutes later I heard the unmistakable sounds Val makes when she cums. I then heard Carl moan.

Val slowly got up and apologized to Carl for making him cum in his pants. He said he didn't mind at all and that she could dance on his lap anytime she felt like it. She smile at him and said she just might take him up on that offer one day soon. Carl then excused himself to go get changed and go to bed. As soon as he left, Val climbed on my lap just as she had with Carl and began to kiss me. I reached around and reached under her t-shirt and grabbed two hands full of bare ass. Val then reached down and pulled my hard cock out of the loose shorts I was wearing and impaled herself onto it. A couple minutes later I notice Carl enter the room and stop as he seen us. I told Val Carl was watching then she surprised me and said, "It's OK, let him watch, I'm not stopping until you fill my pussy with your cum." When I looked again, he was gone.

The next morning everybody was bright and cheerful and there was no mention of last night's activities. According to the TV weatherman, it was to be and unusually warm and sunny day. Val suggested we all go to the beach for some sun and we could go to a little beachside restaurant we knew about for lunch. We all agreed.

I was hoping Val would wear her sheer halter swimsuit for us but instead she wanted to wear a little string-tie bikini. Over the bikini she wore a lime-green gauze sun-dress she shorted a couple years earlier. I guess she was wearing it as a cover-up. She had planned on wearing it as a short dress when she shorten it but had cut off too much and said she couldn't wear it as a dress. I thought she had thrown it out. She claimed she had shorted it about four inches too short to be worn alone. When she says alone, she means with no underwear. Val still likes wearing dresses and skirts without any panties. Even now the green dress barely covers her ass when she stands up. So I figured she would be wearing her bikini bottoms under the dress when we went to eat.

We went to 'Flagler Beach' on the east coast of Florida, between St. Augustine and Daytona. It is a small beach community with a very nice beach. There are miles of roadway parking right next to the beach. All you have to do is pull off the road and walk a couple hundred feet over the dunes to the beach. We found a fairly deserted section of beach and placed down our towels and cooler. Val got on her front and asked Carl if he would lotion down her back. She had him untie her top before her started. About a half-hour later, Val rolled over but remained topless on this public beach. Since was late in October, we had seen only a dozen people or so on the beach the entire morning, so being topless was no big risk. She did put her top back on when we decided to walk up and down the beach a bit. As soon as we got back to the towels, Val took her top back off. About 1 PM we started getting hungry so we picked up everything and headed to the van. Valerie tossed on her dress not bothering with the bikini top, and before getting in the van, she removed her bottoms saying she didn't feel like wearing them either. Carl asked her if she was going to wear underwear or something under her dress. She smiled at him and said, "Nope didn't bring any. Plus I feeling a bit naughty today and I feel like going commando.

I was surprised she was planning on wearing that little green dress alone. It wasn't a tight dress, just the opposite. It was quite loose actually, and being made of gauze it wouldn't take much wind to flip it up. I was kind of hoping the wind would blow and blow hard. I know Val has flashed her ass many times over the years but not much recently although she still rarely wears underwear. Being in her upper 50's, her body isn't what it used to be. She has put on a few pounds around her midsection, so have I. She rarely wears her skirts above mid-thigh anymore and this green dress barely covers her ass. I hope she knows what she's doing. I know I like her idea and I am pretty sure Carl likes it too by the smile on his face and bulge in his pants.

We arrive at the little restaurant and Valerie leads the way in. Carl and I followed, both hoping to see some bare ass. People glance at her but nobody really seems to care probably thinking she's wearing a cover-up. Valerie takes a chair against the wall facing the entire restaurant. I have no idea what she is showing. I need to go to the bathroom anyway so I thought I could check her out on the way back. Just before I got up, Val stood saying she needed to pee. As she stepped away, she flipped up the back of her dress and showed us her ass. Carl said he remembered us telling him stories of how Val used to expose herself in public but he thought we were just pulling his leg. I told him a lot of it is true and that I have many pictures to prove it he hasn't seen, if he wanted to see them. He said he would love to, so we made plans to look at some of Val's many pictures when we returned.

I seen Val coming back from across the room, she was smiling ear to ear and bouncing across the floor like my Valerie of old, I felt my dick getting hard; I knew she was getting horny. It looked like it might be a fun afternoon. I made my trip to the bathroom and as I returned Val spread her legs wide for me. I could see the wetness of her pussy as I approached. Carl made his trip then, when he was gone I asked Val if she was planning on flashing Carl like she did me. She said the thought crossed her mind. I told her to do it for me. She smiled and said it would be her pleasure. While we waited for his return, Val showed me how short her dress really was. She told me it was so short, she couldn't even sit on it. To prove the point she reached behind her and lifted the dress to her waist. She only had skin to sit on. I asked her if she was having fun. She smiled and said, "Oh yea. I haven't had this kind of naughty fun in a long time. I hope you don't mind because I want to continue a while longer." Just then Carl approached, so did our waiter. I felt Val's leg move against mine. I seen Carl's and the waiter's eyes get large. Val was looking right at Carl, I don't think she even seen the waiter. When Carl sat down, Val asked him if he seen anything he liked on his way back to the table. Carl just smiled.

We ate our meal as if everything was normal. Except that every few minutes, I would run my hand along the inside of Val's leg all the way to her wet pussy which I did plunge a finger into a couple times. I don't think she closed her legs the entire meal. I noticed more and more people walking slowly across in front of our table. I also looked underneath once and Val had taken one of Carl's hands and had placed it inside her other leg. Val said he never touched her pussy but did rub up and down her leg getting very close to it. As we left the restaurant, I gave a quick lift to the back if Val's dress to about mid-back. She just kept walking, but I did hear her squeal and giggle a little.

Once back in the van I told Val I remember something else she hadn't done in a long while. "What's that," she asked. I said, "Ride naked."

Carl said, "What?" I told him that Val use to like to ride around naked. "No fucking way." he said.

Then Val said, "Yes I did. I once rode naked across five states in one day. I only put a long t-shirt on when I had to get out of the car. And I feel like doing it again." At that she pulled her dress off and tossed it to the back of the van. She was now naked in front of Carl for the first time but he couldn't see much of her because he was seated behind her. But I had a feeling he would be seeing all of her soon enough.

We were at home in an hour. Val climbed out of the van naked and stood at the side door of our house waiting for me to unlock it. She was facing Carl letting him get a good look at her. Once inside, Val stated that she wanted to stay naked. I told her it was OK by me and Carl said he didn't mind either. Then Val said she didn't want to be the only one naked. I pulled down my shorts and stepped out of them and walked up to Val and gave her a big hug and kiss. By this time Carl had removed his shorts and Val then walked up to him and gave him a hug and a big kiss. By this time, Carl and I were sporting nice size erections. Val stood between us and took one in each hand and said, "It has been many years since I've held a cock in both hand at the same time. The last time I did, I ended up having both of them fucking me at the same time too. Today has really made me horny so I hope I can convince you boys to fuck me at the same time. Will you?" We both said yes. "Good," she said, "Carl you can have my pussy and honey, you can take my ass please, so now, to the bedroom boys." She led the way still holding our cocks.

We didn't get to sleep until just before dawn. We all slept in my and Val's king size bed with Val in the middle. Carl became a regular visitor to our bed after that night.

A couple months later we found out he was having trouble making the mortgage on his house. Since Susan died and one income dried up, Val said she didn't see why he needed to live in that big four-bedroom house along. Since his two kids are gone and married with kids of their own, Val and I decide to ask him move into one of our spare bedrooms, since our kids are also grown and married, and live with us and to sell his big old house. He agreed, as long as he got to pay for the lights and cable and we take care of everything else. We all agreed and now Val has two men to take care of and she also has two men to take care of her and keep her happy.

Carl doesn't sleep with us every night. Some nights he sleeps alone, some nights Val sleeps with him in his room, but Val mostly sleeps with me in our bed. While we were in bed one night a couple weeks ago, she admitted to me that she didn't know she still had this much sex left in her. She said that having sex regularly with two men seems to have reactivated her sex drive and she seems to want sex as much now as when she was thirty years old.

Carl and I do our best to keep her sexed up. We love taking her out and exposing her in public. She loves it as much now as she ever had. I got her do something a couple weeks ago she had thought about but had never done before. I had her walk the sidewalks downtown in a very short black skirt, braless in her sheer black blouse, it was completely unbuttoned and both her tits hanging out. She walked 6 blocks in broad daylight. I held her hand as both men and women walked past and looked at her. It made her very horny. Carl had dropped us off and was waiting for us to pick us back up. She sat in my lap with her skirt around her waist and was riding my cock with her tits bouncing up and down as Carl drove back down the very same street in his pick-up truck that she had just walked down. Saying many people noticed Val and her tits bouncing up and down would be an understatement. That same evening, Val wore just a mid-thigh length black silk nightgown to the movies. She sat between me and Carl and had one of our fingers in her pussy the entire movie. She said she lost count on how many orgasms we brought her to but the cushion beneath her had a big wet spot on it when we left.

We were joking around the other night, at least I think she was joking, she said that we still had an empty bedroom and wondered if Carl or me knew any good looking men that might be willing to move in there and help Carl and me help take care of her. She said she was sure willing to try and feed and take care of three men.