A Friend in Need

Karen and I have been happily married for nearly 14 years. Our sex life is fine, but uneventful. We seem to find time to make love once or twice a month, always satisfying, but generally the same routine. I often half-joke with her about ways to spice things up between us, like tying each other up, or anal sex, or a threesome, but I knew that those were far too exotic for her, and maybe, after 14 years of marriage, for me too.

Anne had been a good friend of ours for several years. We all worked together and often socialized, just the three of us. She had been divorced long before we knew her and had had only the occasional boyfriend, none of them lasting for long. She and Karen are close, so close that though Karen usually tells me everything, she generally doesn't let me in on the secrets of their intimate girl-to-girl conversations. On a few occasions Karen had said Anne often was lonely without a regular man in her life. When I suggested that it was nothing a little sex wouldn't cure, I'd get that disgusted "is that all you think about" look.

One night the three of us headed out for dinner and a couple of drinks. The dinner conversation was quieter than usual, giving me a sense that something was up. Maybe Anne was having more guy troubles or something. I had no clue, but both girls seemed less talkative than normal. At one point upon returning from the restroom I saw them both hunched over the table speaking in whispers, but they moved apart and fell silent again as soon as I sat down. Girls-only business, I figured.

We retreated back to our place after dinner, the girls settling on the sofa while I mixed up a round of Irish coffees. Karen snuck up behind me while I mixed the drinks, wrapped her arms around me and told me that she loved me. This was a bit strange since I didn't know her for spontaneous outpourings of affection. She further surprised me by sticking her hand inside my front pocket and squeezing my cock. I wasn’t sure what brought this on, but figuring that the drinks had gotten to her, I anticipated a good lovemaking session as soon as Anne went home.

I returned with the drinks and grabbed a seat at the opposite end of the couch from Anne. My wife sat down next to me, as close as she used to sit when we first starting dating. Again a bit surprised by her romanticism, I put my arm around her shoulders. She took my hand and placed it between her soft, small breasts. As much as I wanted to grab her little tits then and there, I held back considering we had company seated just a couple feet away.

We sat sipping our coffees in near total silence for a couple minutes until Karen turned and asked me if I'd be interested in doing Anne a favor. Not anticipating anything special, I said sure, anything. Karen looked at me and smiled an embarrassed kind of smile. Anne nervously watched the conversation unravel between Karen and I from the far end of the sofa. Karen reached down and placed her hand over my crotch, giving it a little squeeze.

She said she and Anne had been talking a while back, and she had let slip that I was pretty good at satisfying a woman orally. I was amazed that these words were actually coming out of my sexually shy wife and that she would have told someone else about my bedroom skills. She softly stroked my hardening dick through my jeans, explaining that it had been a long time between men for Anne, and that she wasn't sure when or if her next boyfriend would appear. She asked if I'd be willing to share my special talents with our good friend. It was hard to know what to say, but what else could I say. I asked Karen if she was OK with this. She replied that she wouldn't have asked me if it wasn't. "What do we do now," I asked. Karen told me to just wait on the couch and they'd be let me know what's next.

The two of them disappeared into the bedroom as my dick hardened inside my jeans. I wasn't sure what was expected of me tonight so I played it cool and kept my boys under wraps, for now. I had fantasized about Anne on occasion. She was as tall as my wife, about 5’9”, with long dark blonde hair reaching all the way down her back. She was outdoorsy as we were, with an athletic build toned by lots of hiking, smallish tits and a tight strong ass. My cock was having trouble sitting still waiting to see what lay in store behind the bedroom door. After a long 5 minutes my wife called me in.

It was a site most men, which up to just a few minutes ago included me, could only dream of. On the bed were both Anne and Karen, propped up by a couple pillows, their long, bare legs stretched the full length of the bed. Karen wore a thin cream-colored cotton nightie that in the light barely revealed the dark shadow of her pussy. Her small breasts gently

raised the fabric off her chest while her nipples, which I've always loved sucking on, poked their way outwards through the material. Anne was in Karen's red nightie, a soft silkie thing I hadn't seen in some time. From what I could tell, her breasts were larger than Karen's, but not by much. The freckles that covered her face extended down her chest, cascading into the cleavage hidden under the nightgown. Her legs, crossed at the ankles, hid her waiting love nest. "I feel a bit overdressed," I said as I approached the edge of the bed.

"Then why don't you get rid of some of those clothes," Karen responded.

"How about all of them," Anne suggested.

Before I could object (not that I would have protested too much at this point), Karen jumped in saying, "Sounds good to me." Karen crawled across the bed over Anne and came to me. She pulled my shirt over my head while Anne watched with anticipation. I'm not a stud by any means, but I also won't embarrass myself or my wife on the beach. I cupped my hands on my wife's round ass as she unbuttoned my jeans. She slipped my jeans off then pulled my boxers down exposing my seven-inch cock to her best friend. Anne smiled at my outstretched hard-on and leaned back into her pillows.

Karen led me to the bed and seated me in front of Anne. "You should know what to do from here," she said. I looked into my wife's blue eyes for a long moment, and kissed her. "I love you. Now, get to work," she commanded pushing me towards her friend. "You've got a couple of horny women to take care of here."

I looked at Anne, her long hair pulled behind her. Her light green eyes smiled at me with nervous anticipation. I tentatively placed my hands on her outstretched legs, and began running my hands up and down her thighs. I hadn't touched another woman in nearly 14 years, and now here I sat ready to tongue fuck one in full view of my devoted wife. My hands slipped under the hemline of Anne's nightgown and I ran them up to her belly. My hands worked their way back down, one of them moving lightly over her pussy. Anne closed her eyes and slid down off the pillows. Her nightgown rose as she moved down, exposing her pussy to us. She had trimmed her dark blonde hairs leaving only a small patch of fuzz surrounding the puffy lips. I pulled her knees up and ran my hand down her thighs until they met her trimmed nest.

Her pussy was warm to the touch. I spread her cunt lips apart and inserted two fingers into her wet hole. Anne breathed out a quiet sigh as my fingers entered her. Karen moved in for a closer look, her breasts barely touching Anne's shoulder. Her curiosity about this other woman's body surprised me. I don't think she'd ever seen another pussy that close other than her own. I was still in shock that she would be letting me do this to another woman, and she seemed to enjoy watching what my fingers could do to her friend.

Slowly, I slid my fingers in and out of Anne's wet hole while my other hand reached up under her nightgown to find her breasts. They were larger than Karen's, but flatter, slumping off towards the sides of her ribcage. Her nipple, hardened from our brief foreplay, stood tall as I circled my fingers around the little nub. Karen reached over and pulled Anne's nightgown up around her neck so she could watch me playing with her friend's breasts. Karen looked at me and smiled, obviously becoming increasingly turned on by this scene.

Leaving her breasts for the time being, I spread Anne's legs farther apart and moved my mouth down to her crotch. Her juices had already moistened the hairs covering her cunt lips. I gently kissed the outer folds of her love nest between her lips and her thighs. Taking in the aroma of another woman for the first time in years, my tongue found and parted her lips. I licked the full length of her slit from the top down to the crest of her asshole. My tongue next sought out her fuck hole and darted in and out of her crack, the tip of my nose nuzzling her clit. Anne squirmed and wiggled her crotch to meet the movements of my mouth. I swirled my tongue clockwise around her engorged love button, then sucked it back into my throat. The deep sucking brought a long moan from within her. Sensing her obvious enjoyment with this motion I alternated full-length licks of her slit topped off by pulling her clit deep into my mouth.

Anne was oblivious to all in the room save my mouth and the sensations it was producing on her cunt. She never noticed Karen had left her side and moved down to the foot of the bed. Karen ran the tips of her fingers up and down the backs of my legs and ass while I worked on her best friend. This gentle tickling made it somewhat difficult to focus on Anne, but I managed to keep my mouth attached to Anne's crotch anyway. Karen reached up between my legs and began fondling my balls. I raised my hips off the bed allowing her freer access to my entire male package. She took full advantage of this by enveloping my cock in her hand and stroking me from behind.

From the noises emanating deep in her throat, I sensed Anne was closing in on her climax. She shuddered once and let out a small yelp when I circled my lips around her clit. She grabbed the back of my head holding it in place, preventing me from leaving the excited little nub. I concentrated on circling and pulling on her clit with my lips. When I inserted an index finger into her dripping hole, she let out a loud growl and began bucking her hips. A long sustained "ohhh" poured from her as her whole body jerked and jumped underneath me. She never let go of the back of my head while she came, and I was more than happy to hold on until she was through. When she finally relaxed and fell back on the pillows, she kept repeating "thank you thank you thank you". I rolled over between the two women and looked at Karen. She smiled at me and whispered, "Are you too tired to continue?"

"I'm only getting started…I hope," I replied. I leaned up to kiss her, but she pulled away, probably resisting the taste of Anne's juices on my lips. I stopped her retreat and pulled her back into a kiss. Her resistance turned to hunger as she drove her tongue into me almost as if she wanted to drink out all of this other woman's fluids from within me. I squeezed her breasts and pulled her on top of me. I released from our kiss and moved myself under her, positioning her pussy above my face. She pulled her nightgown up over her head leaving us both naked in front of Anne whose nightie was still bunched up above her breasts. Looking up I could see my wife's small tits, 32a as it reads on her bras, but still the sexiest titties I'd ever fondled. Her nipples stood out like pencil erasers above the small pink circles.

Karen lowered her pussy to my face, my tongue forced to seek its way through the thick mass of unshaven fuzz hiding her crack. This was a move we had made countless times before but this time it felt different. Maybe it was the semi-naked woman lying next to us on the bed, or Karen having just watched me eat her best friend, or the lingering smell of Anne's pussy on my face. Karen's slit was wetter and hotter, and her moans louder and hungrier than I remembered from any of our recent lovemaking sessions. As soon as my tongue parted the thin covering of skin over her clit, Karen dropped all of her weight on my face. My tongue worked her clit excitedly while my chin massaged the opening of her vagina. I reached behind her and grabbed her fleshy butt cheeks, squeezing them in my hands. I pulled her cheeks apart, spreading her pussy lips open at the same time, giving my tongue greater access to her entire dripping nest. She rocked herself on top of me, sliding her soaking slit over my lashing tongue. With each shiver of pleasure, she would collapse on top of my face, smothering my mouth and nose with her crotch.

Anne shifted positions now, moving her head down next to my thigh. While Karen rode my face, I felt Anne reach out and place her hand on the inside of my thigh. She stroked my leg, stopping a few inches short of my balls. I reached down and took her hand, gave it gentle squeeze and escorted it up to my aching dick. Anne wrapped her long, thin fingers around my shaft and started stroking it slowly up and down its full length. She moved in closer, placing one arm between my legs, while the other hand continued jerking my cock.

Karen shifted her weight up for a moment and moved her own hand down to her well-oiled pussy. She began purposefully rubbing her clit allowing me to devote full attention to probing her deep hole with my tongue. My tongue lashed in and out of her cunt, stretching into her as far as I could possibly make that little muscle stretch. My index finger circled the tight ring of her asshole. Her rear hole was wet and slippery from her flowing pussy juices and I entered easily. She peaked with my tongue sliding in and out of her pussy and my finger wedged inside her ass. "Oh god yes" she yelled out as she stiffened atop me. With Anne maintaining her grip on my cock I worked my mouth up and down Karen's pussy as she came, and then came again. When her orgasms finally subsided, she slid backwards, her juicy pussy sliding over the top of Anne's hand on my dick. Anne surprisingly never let go of my rod as Karen slid her cunt over her hand, and though she really couldn’t stroke it in this position, she continued to squeeze and knead my dick underneath Karen's tummy.

Karen finally rolled off of me, draping her arm across my chest. Anne picked up her cock stroking where she had left off while Karen observed contentedly. Karen rested her head on my chest getting a closer look at Anne's handjob techniques. "What can we do for you?" she asked me.

"Anything you like," I replied.

"Anything you want," Anne added suggestively, cupping my balls in her palm.

My wife smiled her agreement. "I really want to fuck both of you," I replied checking Karen's expression for her approval. "I'm sure we could do that, but Anne's not even naked yet," Karen observed. With that Anne pulled off her nightgown revealing herself in full to us.

Karen leaned in to kiss me, probably to distract my stare as I took in all of Anne's naked features. With Karen's tongue probing my throat, Anne turned her attention back to my cock, but this time with the soft flick of her tongue at the base of my towering hard shaft. She softly licked up the length of my pole until she reached the top. With my dick pointing straight up in the air, she inserted the tip of her tongue into my peehole, then took my reddened cockhead into her mouth. She released it and swirled her tongue around the head before swallowing it down again. She repeated this motion several times bringing me closer and closer each time.

Karen's lips never left mine while her friend licked and sucked my bone-hard cock. I couldn't believe the sensation of having two female tongues caressing the most sensitive areas of my body. I didn't want to come just yet so I asked them both to turn around and get on their knees facing the wall. They looked at each other and did as I requested, raising their asses to me, their heads and shoulders resting side-by side on the bed. This afforded me an opportunity to view both of their pussies and assholes side by side. Karen's patch is heavily covered with light brown fur, the hairs growing longer the closer you come to the slit. She had shaved for me once many years ago and swore to never do so again. I had come to appreciate the warmth and softness of her thick bush which was still wet with her cum juices and my saliva. Anne's bush was more sparse owing to its recent trimming, perhaps in anticipation of tonight. Her pink lips peaked through the dark fuzz, her love hole opened up to my view. They both had beautifully smooth, full (but most definitely not fat) asses that shaped their love mounds perfectly. From where I sat admiring these two sexy honeypots, I could smell their combined musk rising with their heat in the air.

"Who wants to be first?" I asked as I slipped a finger into each one of their wet cunts. Neither responded right away so I informed them that since Anne was our guest she could have the honors. I positioned myself between her legs, my rod harder and longer than it's ever been. Karen started to lie down and I told her to stay where she was because she wouldn't be waiting long. Karen and Anne turned and looked at each other as I moved my cock towards Anne's dark blonde nest.

I slipped the tip of my dick between the folds of her pussy lips and ran it up and down the length of her crack. With a single motion, I slipped inside her slowly inching my way to the further reaches of her innards. She closed her eyes and leaned forward with me as I moved deeper inside her. I was surprised at how different she felt from Karen, tighter between her lips, but more open the deeper I went.

I began rotating my hips, thrusting in and out of her foreign hole. Anne responded by pushing back on my cock letting me bury myself deep in her bowels. I could feel that telling pressure building at the back of my balls, so I backed out of her and shifted over between Karen's thighs. Anne groaned in mock disappointment, but I think they both knew what my plans were now.

Karen spread her legs in anticipation. She reached between her thighs and pulled her cunt lips apart giving me an open path into her wet hole. I entered her with one quick thrust, not going in quite as far as I did Anne before pulling back. I knew from experience that she liked me to fuck her with shorter strokes at first, almost coming out before plunging back in. Karen was normally a quiet lay, but tonight her moaning and sighing began on my first penetration. As I pushed and pulled my cock inside her, Anne moved her hand to her own pussy and set to rubbing on her clit. Karen worked hers as well as I fucked her. She reached over and grabbed Anne's free hand, pulled it to her and gave it a squeeze. Their eyes and hands never left each other as I pulled out of Karen and moved back over to Anne.

Anne reached out to grab my cock and pull it back inside her. I fucked her harder this time, ready and wanting to unload my heat inside this new woman. My orgasm held out longer than I anticipated and after a couple more minutes fucking Anne's backside, I started to move back to Karen.

Karen stopped me and said, "Wait, I've got an idea that may make this easier."

She instructed Anne to get up on all fours. Karen grabbed a couple of pillows that had been tossed off the bed long ago and slid herself underneath Anne, between her legs. She lay on her back facing Anne and positioned the pillows under her ass cheeks, raising them up a couple of inches. "This just keeps getting better and better", I thought.

I now had both pussies in one place, one on top of the other. The sight of Anne hovering naked over my wife, her tits swaying just inches over Karen's, and their eyes locked in on one another, almost made me come right there on the bedspread. I quickly moved in and slipped back into Karen's waiting pussy. I massaged Anne's ass while my belly slammed into her butt cheeks with each stroke into Karen. Anne's tits were bumping and sliding over Karen's nipples each time our bodies collided. While I fucked Karen with increasing determination, I slipped my thumb inside Anne's snatch, kneading her clit with my middle and index fingers.