That's What Friends Are For

I met Gail while we both worked as overnight stockers for a 24-hour superstore. I had been there a couple of years before she joined our crew. Although she was over 15 years my senior, I thought she was attractive in a mature-women-fantasy sort of way. It was her figure I was most impressed with, as she still had curves and a striking body with large breasts and a shapely ass. She had dark auburn hair that was naturally very curly and a pale skin complexion. Even though she usually dressed very conservatively, I thought she was hot in her own way.

I might have even approached her in those first two years we worked together if I hadn't found out she was married, to a minister of all people. Gail was the classic preacher's wife; she never cursed, was as soft spoken & mild-mannered as anyone I knew and she simply came across as too innocent to flirt with. A mother of four children (her oldest son was just a few years younger than me) and a grandmother of three, she often told me about the church activities she and her family would do.

She was however, very personable and I talked to her often, striking up a good solid co-worker friendship with her. Gail was truly saintly. Sex just never entered my mind with her those first couple of years I knew her.

It was during our third year of working together that I heard the wildest rumor about Gail. Word was going around that she had a threesome with a couple of the guys who worked on the floor crew. Our store would use a company that hired European workers to clean our floors overnight. The rumor was that Gail had hooked up with a couple of the Czech floor crew guys.

I was stunned, shocked and even turned on. For the next couple of days, I looked at Gail in a different light. I remembered seeing her talking to the guys on that floor crew often. She seemed to be flirting with them. Finally, one day I couldn't resist, I had to ask Gail. I went to her department and pulled her to the side for a little privacy.

Although I was apprehensive, worried I might insult her, I managed to ask her if the rumor was true. She was surprisingly amused of what I had heard, but assured me it wasn't true. She did admit that she had an affair with one of the guys from the floor crew. She told me that she would meet up with him after work or even during lunch breaks for sex. I couldn't picture this quiet, mild-mannered woman having adulterous sex, but it was true. She had a very naughty side to her.

Gail confessed that her husband barely touched her over the last decade and even when they did have sex, he was nothing to write home about. She said it was the first time she had strayed in her marriage but she was glad she did, she actually felt more alive in those four months she had the affair than in a very long time. She admitted that she discovered late in life how much she truly enjoyed sex.

As she confessed her personal sins, I found myself becoming very aroused and curious what she might be like in bed. When I became flirtatious, she responded in a positive way. She admitted to being attracted to me and we discussed her coming over my place sometime soon.

A week later, Gail came over to my apartment after work and we had our first sexual tryst. I discovered that Gail was very inexperienced in a lot of sexual positions and acts, but was very surprised that she was fantastic in bed. The woman simply loved to be fucked long and hard. I was amazed that this older woman could take a pounding and wanted more...more than I could dish out. Despite the fact that she was in her late 50's, her sexual stamina was incredible. While she came three times that first morning, I was spent after my first orgasm.

For the next couple of months, Gail came over a few times for a good hour or two of hard fucking. For someone as shy and soft-spoken as she was, Gail was surprisingly vocal in bed and would moan and pant loudly. It was also the only time I heard her use profanity as she would scream "Fuck me!" or "Give me that big cock!".

Apparently my 8 ½" cock impressed her enough to tell a friend of hers that I had the biggest cock she had ever seen. She told me she confessed to her best friend about our affair and that she bragged about me often to her. She said her friend was in the same situation, being in a dull, sexless marriage. I told Gail she should be careful who she talks to about us, but she assured me it was ok.

It was on her fourth visit that something interesting and very telling happened. We had discussed her coming over after work in the morning and drove our cars to my apartment. As we walked to my door, my neighbors were leaving their place. Melo and Kelvin saw and greeted me.

"Yo, Bobby! Whats up?" Kelvin said.

"Hey guys," I responded. "Heading to work?"

"Yeah, going in early today." He replied. They both worked at the same place. Sometimes they were going in when I was getting off work.

"And WHO do we have here?" Mello asked in a teasing manner, seeing I had female company.

"Oh, this is Gail. Gail, this is Melo and Kelvin, my neighbors."

"Hello, hello," Mello greeted my guest in a flirtatious way. "My, my... Bob has a good eye for the ladies." Gail smiled at the compliment and shook their hands.

Melo and Kelvin were my 20-something-year old black neighbors. If I called them a couple of ladies' men, it would be an understatement. It seemed like they had a different woman, of all colors, leaving or coming in their apartment all the time. It also wasn't unusual to hear moans and the sounds of intense sex from their apartment.

Since their place was at the end of the building, the only neighbor who could ever really hear the amorous noises coming from their apartment was me. I really didn't mind, I often found it exciting. I imagined they were really good lovers to get that kind of response and have so many women over. They admitted to me that they usually engaged in threesomes with their female guests.

As we spoke for a few minutes, it was clear that the guys were checking out Gail. When we ended the conversation and started to head to my front door, they were teasing me with a thumbs up sign with their tongues out when she wasn't looking.

Inside my apartment, Gail seemed to want to know more about Melo and Kelvin. "That's an unusual name, Melo." She commented.

"His first name is Carmelo, like the professional basketball player. He prefers to be called Melo." I explained.

"They seem like nice guys." Gail said.

"Yeah, they are. They are also the horniest guys I have ever met, I bet they have probably bedded half the women in town." I added.

"Really?" Gail's tone sounded intrigued by that.

During sex, Gail was especially passionate and excited. It was like she was hornier than ever before but I also noticed that she had her eyes closed most of the time and then it hit me... she was fantasizing about someone else and I think I knew who.

After sex, as we laid in bed, I had to ask, "Gail, have you ever had sex with a black man?"

"Oh gosh, no. Never." She answered, almost like she would never think of having sex with a man of another race. I decided to drop the subject but I was sure what had her more turned on than ever before.

A couple of days later, my neighbors were asking me about Gail. Melo and Kelvin seemed to be very interested in Gail as well and were even more captivated when I told them about how she was a minister's wife but secretly had a very sexual and insatiable side to her. They agreed that on the outside she seemed like the last woman who would be hot in bed, but I assured them that she was.

The next week Gail approached me about the possibility of coming over on Saturday, this was a bit unusual because usually she wanted to come over after work in the middle of the work week but she asked if she could come over that afternoon, while we were on our two-day break. I told her I looked forward to it. Little did she know, I was going to try to arrange a special surprise.

When I got home, I saw Melo and Kelvin's car was parked in front of the apartment. I knocked on the door. Kelvin answered and invited me in. "What's up Bobby?" Melo greeted me when I came in their living room.

"I have a proposition for you guys..." I told them my ideal. I'm sure they hadn't had many guys invite them to have sex with the woman they were seeing, but Gail was a friend and I was so curious how it would play out with these two studs. I told them she was visiting Saturday and to wait about 5 to 10 minutes to come over. I asked if it was cool if I watched and they agreed, if she was ok with it.

Since I felt a little guilty and ashamed that I had set this up, feeling like I was putting Gail in a situation she didn't ask for. I asked them to be extremely courteous and to drop the whole idea if Gail did not respond in a positive way. They agreed and I felt better about the arrangement.

Saturday, when I answered the door expecting Gail, I got a big surprise. There was Gail, with some other woman. Like Gail, she was in her late 50's, but attractive for a woman her age. She was much more petite than Gail and even stood a couple inches shorter.

"Bobby, I would like for you to meet my good friend Susan." Gail said. Susan was a member of Gail's church and apparently, the friend that Gail did so much bragging about me to. Susan wanted to finally meet me. At first, I was a little embarrassed that Gail had brought her over, but Susan was complimentary and genuinely seemed impressed with me.

Susan admitted that Gail often boasted about me and she begged Gail to meet me. I had thought that Gail was just stroking my ego when she told me that she bragged about my cock and bedside manner to a friend, but I guess it was true. After a few minutes Susan said that she was going to leave us alone when suddenly there was a knock on the door. My heart froze, because I knew who it was and I was afraid this would ruin everything.

Sure enough, it was Melo and Kelvin, right on cue and seemingly unfazed that there was another woman in my living room. Introductions and reintroductions were made between the guys & ladies. I have two large sofas on each side of the living room about 7 or 8 feet apart, facing each other. The guys took one sofa, while I sat with the ladies on the other. Susan was a little perplexed but she suddenly was in no rush to leave. I got the feeling that Gail was also a bit confused, wondering why they were here.

The conversation went on for about five minutes when Melo and Kelvin admitted they were here to see Gail. "Me?" She asked in shock. They told her they were so impressed with her when they first met her, they had hoped to see her again to get to know her better. Gail was stunned.

They invited her to come and sit on the sofa with them. Gail looked at me and looked at Susan, I think she was looking for someone to talk her out of it, but I was eager to see what would happen and Susan just seemed perplexed with all of this.

Gail slowly rose and even more carefully walked across the room, sitting between Melo and Kelvin. At first the men gave Gail plenty of elbow room, asking her questions and letting her open up about herself, even letting her ask a few questions as well. Susan and I were reduced to quiet observers, watching at what was unfolding in front of us.

I was thinking this was all a huge mistake, especially with her friend here. Gail seemed very uneasy at first, stammering and with a very uncomfortable expression on her face. But the men obviously knew what they were doing and they worked Gail with a relaxed style and expert touch. The conversation slowly got more personal and as it did, the men stealthy moved closer to Gail.

Melo finally broke the ice and flustered Gail when he asked, "So Bobby says you have never enjoyed interracial sex?" Gail was dumbfounded and seemed afraid to answer.

"I...uh, well...Um." Gail didn't know what to say.

"Gail! You haven't, have you?!" Susan interrupted. It was the first thing she had said since Gail moved to the other sofa.

"No, of course not." Gail informed her. Melo put the conversation back to where he was trying to steer it. "You mean a fine woman like you has never had the best kind of sex?" He tells her.

"Wha...what's...the best kind?" Gail stammered, obviously filled with nervous energy.

"The kind that only a black man and a white woman can make." Kelvin tells Gail. Susan's eyebrows perk up and she lets out an audible sound of shock. Gail appeared stunned by Kelvin's comment.

Now the conversation started to get heated and sexual. Susan and I could only watch as these two men put a trance on Gail with their words and sparked her imagination. Melo and Kelvin began to sell to Gail the idea that she has never truly experienced pleasure until she has been with a black man. They are bold in their boastfulness. Gail actually hangs on to their every word as they tell her she has missed out in life by not making love to a black man.

They have also slid right up on her and managed to get her to sit back. Relaxed and charmed with their words, Gail may not have noticed that Melo had his arm around her or that Kelvin has his hand on her thigh. She is absorbing their pitch to why she needs to try interracial sex.

I look over at Susan and I can see her chest heave in deep sighs as if she is ready to hyperventilate. I have to imagine she has never witnessed anything like this but I can't talk to her without breaking the spell the men are weaving over Gail.

Gail is just totally mesmerized by both men, turning her head back and forth when she is answering their questions. It was like she forgot we were sitting on the other side of the room. They have her admitting that she was captivated by the two after their first meeting and she even breaks down confessing that she was envisioning them while she & I were having sex that morning and has thought about them since.

Both Susan and I are stunned as Gail confesses that she has been curious about interracial sex for many years. But when she asks if it is true that most black men are well-endowed, that was when I realized that Gail was truly putty in their hands. I suspected that she was a woman who really loved a huge cock, but I was about to find out how much.

Gail boldly asked the men if they had a bigger cock than me. "Bobby, has a big dick?" Kelvin asks her.

"The biggest I have ever seen." Her admission put a smile to my face. It also seemed to challenge the men.

"Speaking of endowments, you have got such a wonderful body. Why don't you let us see you a little better?" Melo says as the men invite Gail to stand. Gail is wearing a blouse and dress pants, nothing fancy or sexy, but the two men look her up and down, admiring her ample figure. Both men are wearing jeans and a dress shirt. Gail seems to be looking them over too, as is her friend, quietly, from the end of the couch.

"Damn, you really have a great body Ms. Gail," Kelvin says in a complimentary way. "Your cup size is...?"

"D" Gail says softly, almost as if she is embarrassed to admit it. Kelvin slides his hand up and cups one of her breasts and gives it a gentle squeeze. Gail gasps in surprise but doesn't object. The men are as close as they can be to her. Melo starts to grip Gail's ass as well as take a hold of her other breast. "You like the way we are touching you Ms. Gail?" He asks her.

"Y...Y...Yes." She stammers. Gail closes her eyes and you sense she is soaking up being felt up by these two black men. "How...how old are you guys?" She asks curiously.

"22" Kelvin answers.

"24" Melo says.

"I have children older than both of you!" She confesses. It's a realization that even makes Susan's jaw drop. "I've never been with anyone so much younger..." Suddenly the men begin to kiss Gail's neck and cheeks. "...never been with two men at the same time..." With stealth and gracefulness, they begin to open her blouse and undo her pants. "...and I've NEVER been with a black man..." Melo and Kelvin begin to undress Gail. "...oh WOW!" she exclaims exasperated. Gail begins to return their kisses, if she had any objection, she has lost any inhibition now.

It takes less than a minute for the men to have Gail completely nude as she is sandwiched between Melo and Kelvin. I think this was the first time Susan saw Gail undressed. She had the same reaction as I did, seeing Gail completely naked for the first time, being in awe and total admiration.

Gail had the body of a much younger woman. Her large tits were firm as well as her shapely ass. Gail showed no embarrassment or discomfort being nude in front of her friend, she was too focused on what the men were doing. She also had a curiosity herself and started to make her way for Melo's zipper.

Melo realized what she was doing and stood back a step so Gail could make her way opening his pants. Her hands appeared to shake a little as she undid his pants and opened his zipper. Her hand went inside his pants and it only took a second for her to gasp in shock. When Melo let his pants fall to his ankles, Susan and I saw what made Gail react so strongly.

"Oh my God!" Susan blurted out as we realized that Melo's cock was fully erect and easily over 10" long and incredibly thick. Gail shot a look to her friend for the first time since she left our couch, both ladies gave each other the most incredulous look, as if they wondered if they were dreaming.

"HE IS HUGE Gail!" Susan said loudly as she propped up to the edge of the sofa. She was awestruck almost as much as Gail was, but it was Gail that was holding his manhood.

"I...I...I can't believe how...how... big it is!" Gail said stunned while inspecting his rod with her hand. Suddenly, Kelvin took Gail's other hand and placed it on his erect cock which he had pulled out while the three of us were in awe of Melo.

"Susan!" Gail shouted realizing she was holding two cocks of great size and girth. All she could do is shake her head in amazement as she gripped well over 20 inches of black cock.

"Jesus Christ! Gail, they're both...so...so... hung!" I had to laugh deep inside, hearing this church lady talk this way.

Gail panted with the realization that the men not only met her expectations but totally exceeded it. "These are the most amazing cocks I have ever seen!" Gail exclaimed.

I might have been jealous or my ego bruised if I wasn't watching a woman that was genuinely excited and aroused by something that I had a part of. In a strange way, I had hoped that Gail would be blown away with Melo & Kelvin, but I would be lying if I also didn't admit that I had a strong case of penis envy.

The guys continued to kiss and fondle Gail as she now began to kiss them back while stroking their monsterous, dark poles in her hands. She whimpered loudly, displaying a heightened state of disbelief with the situation she found herself in.

I couldn't even imagine what her friend Susan was thinking. She just sat on the couch, mouth agape and her eyes nearly popping out of their sockets as her friend and fellow church member was making out with two well-endowed black men, both over thirty years their junior.

Once again, Gail spoke to Susan as she said, "I can't even wrap my hand around their cocks!" Showing Susan that her thumb wasn't touching her fingers as she gripped their penises. "This is unbelievable!" It was hard to tell if Gail was trying to amaze Susan with this impressive display or if she was teasing her by the fact that she was the one enjoying the company of these two studs and that Susan was just an observer.

Gail jerked the men's cocks off and even rubbing their heads on her hips and stomach. More and more she kissed the two men, deeper and stronger, moaning and sighing even louder. Melo started to suck on Gail's nipples, Kelvin began rubbing her pussy while he and Gail started to French kiss with passion. You could hear her pussy was soaking wet by the sound of his fingers sloshing between her lips.