For Elisabeth

I walked back to the window once again, staring out at the night lights of the city below. Tossing back the last of my drink, I grimaced and swallowed. Sighing I pulled the curtains closed and sat back down at the small round table in the hotel room, my fingers tapping against it's fake wood top.

"I wish you would quit pacing and calm down," Dale said and laughed softly.

"I am calm," I argued, reaching to pour another drink, and splashing some of the whiskey on the tabletop. I headed for the bathroom for a towel and as I started out of the bathroom door, I heard a soft knock and froze. My heart thumped in my chest and my mouth went dry. Dale looked at me and smiled then headed for the door. I stood where I was, unable to move, towel dangling from my hands.

"Hi Dale," I heard her voice and saw her in profile as she embraced my husband.

"Hi Elisabeth," was his reply as he broke from the brief hug. Elisabeth turned and looked around the room.

"Where's.." She stopped as she saw me standing in the bathroom doorway.

Glancing at the towel I had hanging in front of me, still in my hands, a smile danced in her eyes and she said, "Taking a bath?"

"No, no I.. oh shit, the table!" I stammered and hurried by her to mop up the whiskey, which was now dripping off the edge of the table onto the floor. I mopped hurriedly, then knelt down and sopped at the wet spot on the carpet.

When I stood up, she was just a couple of feet in front of me. Our eyes met for the first time. I saw the amusement in her dark eyes. 'A person could get lost in those deep, dark eyes,' I thought to myself. My heart was pounding so hard, I wondered if she and Dale could hear it. God, I couldn't believe she was here, standing so close, flesh and blood, heat and fire. The woman I had spent an uncountable multitude of hours online chatting with and on the phone talking and playing, listening to the sound of her southern tinged voice, and her sweet little whimpers as she'd orgasm, cumming in a wave of soft gasps when we'd play at phone sex.

"Not much of a greeting, Anne." she said and startled me from my memories.

"Oh, I'm sorry," I said and pulled her into a tight hug, "I guess I'm a little nervous."

"Just a little?" She laughed.

"Elisabeth, just 'cuz you're here doesn't mean we have to.." I started. She silenced me with her fingers against my lips.

"Shhh."

We had discussed this day, anguished over it, teased and tossed it back and forth like a ball. I had told her I'd never touch her, that I'd not take the chance even if it were offered. I was too worried it would mess with our friendship. She had teased me back, saying all she'd have to say is 'do me' and I would. We had teased and playfully argued about this meeting for over a year. Now that it was here, I was shaking. Whether it was from nervousness or excitement I had yet to determine.

In a fraction of a second, everything over the last year played through head and I made my mind up.

I grabbed her hand at my lips and held them, pressing my lips against them in a soft kiss. I pulled her hand back and with the full of my tongue lapped from the base of her wrist up her palm and along her middle finger, stopping at the tip of the finger and sucking it into my mouth, then pulling it out, my teeth grazing the tip. I stood back a step and looked into her dark eyes once again.

"You know I want you," I said softly.

"Then do me," she answered quietly.

Trembling, I lifted her chin up with my hand and lightly brushed my lips against hers. Her moist lips parted, and what I had intended to be just a light kiss evolved. My tongue slipped between her lips and caressed hers in a brief duel, wet and passionate, electrifying as my whole body tingled with the touch. My hands started wandering over her body, down her back, my fingers stroking then massaging her ass as I pulled her closer, our breasts smashed together.

I broke from our kiss and started a slow path down her neck, kissing, licking and gently sucking with my lips, neck, throat and finally to her cleavage. I licked up from her cleavage to her throat and received a low moan for my efforts. Her hands pulled my head into her body. I fumbled with the buttons of her blouse and pushed it back, watching it fall from her shoulders.

As I struggled with the clasp on her bra, another set of hands joined mine and I looked up into the eyes of my husband and smiled. Dale started kissing along her neck as I moved back and sat on the edge of the bed. I pulled Elisabeth's body along with me, and cupped both of her breasts into my hands. Her hard nipples were jutting out in the space above the web of my hand, between my thumb and index fingers. I pulled one of her nipples against my lips, taking as much of her breast into my mouth as I could, then sucked hard, my tongue lapping back and forth as I let her breast slip from my mouth so that just the nipple was between my lips. I sucked hard, my lips and tongue working furiously as my hand slipped down and unbuttoned her pants and pushed them from her hips.

I ran my hands down between her legs, fingers tracing along the front of her thong, feeling the dampness between her legs, stroking with the side of my hand. I pulled her thong down and let it fall to the floor.

I groaned out loud, my own juices drenching my jeans. I noticed Dale had stepped back and was slipping off the last of his clothes. I pulled Elisabeth against me, my hands going around her, feeling her naked ass against my hands, the heat of her body so very intoxicating. My mouth was still working on her nipples, tongue darting from one to the other, flicking back and forth across each in turn. I glanced at her face. Her eyes were almost closed, her lips parted and a light sheen of moisture covered her forehead. Thinking to myself that that vision of her was so fucking sexy, I stopped and released her body.

Dale pulled her back against him and cupped her breasts and tilted her head back to kiss her. I quickly kicked off my boots and unbuttoned my blouse and tossed it on the floor. Not bothering to remove my bra or jeans, I reached onto the bed and threw the pillow on the floor and laid back, my head near the top of the bed.

When they parted their kiss, I noticed she had been stroking Dale's now very hard cock. It stood erect and proud, dark with blood and lust. In just a few minutes, I thought to myself, I am going to be watching that cock slide in and out of my friend.

Grinning like mad, I watched and when Elisabeth looked up and met my eyes I said, "I want you on my face".

"Oh god," she said and climbed up into the bed and eased her hips over my shoulders. Her pussy, damp and glistening was just a few inches above my face. I looked up as she looked down and our eyes met again. I grinned and snaked out my tongue and watched her face. She tilted her head back and grabbed the headboard as my tongue touched her pussy lips. Slowly, I lapped with the full of my tongue, up and down, wetting the entire outside of her pussy, then back to her ass, her body started rocking slowly back and forth to meet my tongue. I pushed my head up and using the tip of my tongue parted her pussy lips and drove my tongue up into her pussy. Elisabeth thrust down hard on my mouth and I pushed my face into her, my nose brushing along her clit as I tilted my head back and forth.

I motioned with my hand along the side of the bed for Dale to join us and felt the bed move as he joined us. I motioned him on up and he must have realized what I was trying to get him to do because I felt him straddle my body and position himself behind Elisabeth. I wrapped my arms around her thighs and stuck my lips against her clit, sucking on it softly and pulling it out between my lips.

I felt her body tense and push down against my mouth and I smiled to myself as I realized Dale was teasing her ass with his cock. I felt his hips lift up and down as he stroked his cock up and down the crack of her ass. I released my grip on her hips and gently pushed her up, my mouth following and my tongue lapping along her pussy as I tried to tilt my head to watch. I reached down and stroked along Dale's shaft and using the pressure of my tongue strokes on her pussy, I pushed her body back.

I pulled my head away and watched as the tip of Dale's cock slipped slowly into Elisabeth's ass. Her breath caught and I very lightly licked along the outside of her pussy, slowly up and down I went and I felt her body start to relax as Dale pushed more of his cock up into her tight ass. Pulling my head back again, I watched as the last inches of his cock were buried.

I lapped slowly along her pussy, savoring the slight, sweet taste and reveling in the juices Dale's probing on her ass had produced, I stopped to swallow and as they both rocked above me, I went back to my attentions on Elisabeth's now dripping pussy. I buried my face into it, my mouth covering her wet hole and sucking hard, my nose stroking along her slit, hitting her clit as I tilted my head back and forth. With one hand, she pulled at my head, whether it was to encourage me or discourage me, I wasn't sure and knew I wouldn't stop until she came in a torrent of juices on my face.

Dale was fucking her ass harder and faster, the entire bed was shaking and with each stroke into her ass, he drove her pussy harder into my face. I lapped hungrily at her clit, giving it all my attention. Her breath was coming in gasps; low little moans were escaping her lips. The sounds of our sex play filling the air, her whimperings, Dale's deep, low moans, the slapping of his body against her ass as he drove his cock up into her tight hole and the lapping sucking sounds I was making on her drenched pussy was an erotic chorus. I was moaning too, I realized and I was close to cumming, just from the absolute lust of all that was happening.

I slipped my hand up between their bodies and started teasing along Elisabeth's ass with a finger. As Dale pulled out for a stroke, I eased the tip of my finger into her ass and when he pushed the full length of his cock back into her, my finger wedged inside along with it. Elisabeth groaned out loud and I marveled at the feel of her ass and Dale's cock along my finger. I followed along with his strokes, adding a small wiggling finger alongside of his cock in her hot ass.

She pushed her pussy down hard on my face and I had to tilt my head a little to breathe as I licked up and down her slit, hitting her clit each time she'd rock back down. Her body started trembling and I could feel her pussy quivering against my mouth, tongue and cheeks. I pulled my finger out of her ass and held her legs down against my shoulder as she came, her juices drenching me, my entire face wet and sticky. I licked faster, but more gently at her clit as she moaning and shook. I heard Dale grunt and moan and felt his body press down as he filled Elisabeth's ass with jet after jet of his hot cum. The motion of their bodies was rocking me along with them. I closed my eyes as my own body shook with release and moaned against her pussy. I held her tightly against my face as all motions slowed down. I very gently licked along her pussy, cleaning the juices and lightly flicking at her clit. She pulled my head back again. This time I was very sure what she wanted-for me to stop.

I laid my head back and let out a soft laugh. I looked up at her face, her hair a mess, sticking along the sides of her sweaty face, her eyes glazed and still half closed, her face flushed and her lips parted as she gasped for breathe.

"Elisabeth, you are the sexiest thing I have ever seen in my life," I said, breathlessly.