This is lengthy, so settle in and read...
When I was in the service, my wife and I lived in an apartment. One of my buddies that I served with was being transferred and had to give up his apartment. However, since he had to vacate three weeks before he shipped out, he needed a place to stay. We invited him to stay with us. We only had a 1-bedroom apartment, but we had a large sofa in the living room just outside the bedroom that he could sleep comfortably on. He thanked us and promptly moved a few of his belongings in (most of the rest had already been shipped to his next duty station).
Paul was 3" taller than me, standing around 6'2", and quite a good-looking man, bearing some resemblance to Warren Beatty. Being in the service, we were both also in great shape.
Carly was 5'4", had medium-length brown hair, beautiful green bedroom 'fuck me' eyes, and a dancer's body (smaller-sized breasts, flat stomach, and very shapely legs).
Prior to this, Paul and Carly had hit it off in a friendly way. Whenever Carly and I would go out with my buddies and their ladies, Carly would invariably end up dancing with some of the guys that had no one there...Paul sometimes being one of them. Carly admitted on previous occasions that she found Paul to be attractive and wondered why he didn't have a steady girlfriend. For as long as I had known Paul, he dated, but had no committments. Anyway, Carly was more than happy to have Paul stay with us.
In no time at all, Paul was settled in and rapidly becoming a part of our social activities...going out dining and dancing with us, relaxing at the beach, or just hanging out at home with us in conversation and drinks. Carly and Paul had formed a comfortable bond to the point where they enjoyed talking to each other, and even engaged in some tongue-in-cheek flirtatious banter. Because it was in my presence, we all passed it off as harmless fun.
After two weeks had gone by, Carly and I were in our bedroom one late Sunday afternoon, sitting back on our bed, lightly making out and having some erotic discussions. She had several sexual experiences prior to meeting me. And I, having had relatively few, found listening to her tales to be a turn on. I was getting quite aroused when Paul arrived home after an afternoon out on a motorcycle ride. Our bedroom door was wide open so that we could see him enter the living room. He had to pass by our doorway to get to the bathroom, and, as he passed by on his way back to the living room, we called out to him, asking how his day went. He stopped in the doorway to talk to us. We were fully-clothed and propped up against the headboard of our bed. After a moment or two, we invited him in to continue the conversation. He came in and sat down on the corner of our bed.
I don't recall much of the conversation or for how long it went before I found myself playfully tickling Carly's ribs. She began wriggling on the bed to get away from my reach and ended up near the foot of the bed where Paul was, bumping into him. His reaction was to begin ticking her legs just above the knees. I continued my attack on her ribs, but her wriggling moved her down to the point where my hands were at her breasts. Something came over me, and I began to lightly tickle and caress her braless breasts through her shirt. She realized what I was doing, calmed down and began looking up at me. I just looked back into her eyes and smiled. Paul changed from ticking her legs to lightly caressing her legs through her jeans, from her shins to her thighs just above her knees.
I saw her look down at Paul, smile at him, and then say, "That feels so good!" He just smiled back and lengthened his caresses to higher up on her thighs, just about six inches below the juncture of her legs.
After about three minutes, but for what seemed like an eternity, I reached down to the bottom of her shirt, grabbed it, and gently shimmied it up her torso, eventually revealing her beautiful breasts to Paul. He could only stare. And Carly could only smile and stare into my eyes, showing her approval of what was happening. I responded by lightly massaging her breasts and caressing her nipples. Paul sensed what was happening and positioned himself on the bed so that he, too, could feel and caress her tits. My mind was buzzing and my mouth got dry. Here I was in bed with my wife, showing off her breasts to another man and sharing them with him.
Paul took the cue as to where this was potentially leading and leaned down to take her left breast in his mouth. Carly moaned a soft, "Mmmmmmmmm." She sat upright for just a moment to take her shirt completely off, then reclined back down to Paul's hot mouth on her tits. While he was sucking and kissing her nipples, I continued to caress her face, her chest, and her flat stomach.
Paul's kissing began to move down her body toward her stomach, at which time I began to caress and massage her saliva-moistened breasts. While he was kissing her belly, his hands began roaming all over her hips and thighs. I decided that Carly's pants were only in the way. I asked Carly if she wanted me to take them off. Looking right at me, she said, "Yes."
Paul sat up while I unbottoned her jeans, then he, Carly and I began to remove them, revealing her tight, pink cotton panties. Paul then went back to his kissing and caressing, gradually swirling his hands on her legs and hips closer and closer towards her mound. I watched as his hands stopped at the edge of the leg hole of the panties. He put one of his thumbs on her panties on top of where her clit would be and began lightly caressing there. Again, she responded with an, "Mmmmmmmmm," and she began a slight movement with her hips. Then he slipped one hand under her panties through the leg hole and cupped her mound.
Carly decided that the panties were in the way and asked Paul to remove them. She lifted her hips as he slid them down and off her legs. Carly was completely naked in front of another man as I looked on. And this 'other man' had a full view of her hot, puffy pussy lips. It didn't take long before Carly began to unbuckle Paul's belt. As she and Paul completely undressed him, I took my clothes off, too. But I couldn't help but notice, as Paul got down to his underwear, that he was hard and sizable. As his underwear was peeled off, his cock bounced out, up and down at rigid attention.
