Thats What Friends Are For 2

We had known Phil and his wife, Ann, for a few years. Ann was away for the weekend seeing some old school-friends so we had invited Phil out for a meal and a drink. We invited Phil back to our house for a nightcap and I went to the kitchen to prepare some drinks. While I was in the kitchen music started coming from the living room, nothing raucous, just something quiet and relaxing. I was bit surprised when I returned to the living room to find Sue and Phil dancing to the music.

The dancing was more of a smooch really. Phil had his hands on Sue's waist and had pulled her close. Sue had her head on his shoulder and they were moving together very well. When I offered them their drinks they looked a bit sheepish as they broke apart and collected their glasses. We all sat down, Sue and I on the sofa, Phil on a chair and discussed the evening and what Phil's wife would be doing now.

I admitted that I found Ann attractive and would happily take her out on a date if we were both single. This resulted in Phil saying how much he liked Sue, to which I replied that it was fairly obvious from the way they were dancing that Sue liked Phil too. Sue gave me a slight punch / nudge but didn't deny it. Well, before the conversation got too heavy Phil finished his drink and said it was time to leave.

The music was still playing so Sue stood up and instead of saying goodbye, offered Phil a goodnight dance. Of course Phil was too much of a gentleman to refuse and they started swaying to the music. Within a couple of minutes they had moved closer together and they were more or less in the same position as when I had brought them their drinks.

As they continued to dance one of Phil's hands moved down to Sue's bottom and seemed to pull her closer. Sue didn't object and when they turned so that Phil's back was to me, I noticed that she looked very comfortable with her head resting on his shoulder. While they were in this position, with Phil's back to Sue's eyes suddenly opened and she emitted a slight moan. When they completed their turn so that Sue's back was to me Sue's skirt was hitched up slightly and Phil's hand was underneath it. I knew that Sue had worn a thong for the night out so I assumed Phil was having a quick feel of Sue's bum before he headed off home.

A slightly faster song started playing and they moved slightly apart but continued to dance. While they danced Phil was trying to look down Sue's blouse and I knew that as I had noticed Sue was bound to have too. Sure enough she moved towards him and rubbed her breasts across Phil's chest. He was a bit surprised but quickly recovered and happily stood his ground, allowing Sue's arousal to increase and her nipples to become visible through the blouse. Phil leaned in and pulled Sue close to him again. He glanced across at me possibly expecting some reaction but I just smiled and gave him a slight nod.

They continued to dance and the hand I could see again made its way down to her bum and he started caressing her cheeks. I was getting more turned on by the second and was wondering how far this was going to go. We had never really discussed involving anyone else in our sex life so we were definitely pushing back the boundaries even though it had not gone very far yet.

I went to get another drink for myself and I deliberately took my time to see if my absence allowed things to progress. When I returned and sat down again they had turned around and Phil's hand had risen and was in the middle of Sue's back. The beat of the music changed and they moved apart. Phil started to slide his hand round towards the side of Sue's body and moved it up until he was just touching the side of her breast through her blouse. Phil then stretched his thumb out so that it reached around to the front of the breast and stroked across Sue's nipple. This elicited a groan from Sue.

I was fast coming to the conclusion that Sue was becoming so aroused that she would be willing to take things to their natural conclusion. I suddenly felt a bit unsure about that but as I'd not stopped them at the start I decided to go with the flow. Of course the alcohol I had consumed probably had something to do with that.

Phil leant down and whispered something in Sue's ear. A look of surprise came to Sue's face, as if she suddenly realised that it wasn't me she was dancing with and who was fondling her breast and she pulled away. She stared across at me as though she expected me to object and when I didn't she relaxed and turned back towards Phil.

Phil moved her body slightly more away from his and fully cupped her breast in his hand. He turned her so that I could see what he was doing as he gently squeezed and fondled her breast. Sue's eyes were closed as she gace herself up to the pleasurable feeling Phil was causing but Phil was looking at me. As he was a friend I assumed his expression was one seeking approval for what he was doing and encouragement to go on. When I still didn't object his fondling and squeezing of her breast became more pronounced.

Sue opened her eyes and saw Phil looking at me and she too looked across at me then turned her body even more. I could now see exactly how he was caress her breast. He would alternate between holding it in his hand gently squeezing it and cupping it whilst brushing across the very prominent nipple with his thumb. Each time Phil tweaked her nipple Sue would chew slightly on her bottom lip – a sure sign of the passion building in her. By now, although the music was still playing, Sue and Phil had given up any pretence of dancing, they just gently swayed to the music.

Phil continued his ministrations until the music stopped. I was quite surprised when Sue eased herself away from him and walked across to the Hi-Fi to put on another CD. I think she was giving me a chance to stop proceedings but I was so caught up in what was going on that my erection was painful in my trousers and I had committed myself to seeing it through. When Sue walked back to the middle of the room her nipple was clearly pressing out the thin material of her bra and blouse. As she walked back she smiled at me mentioned that the room was getting hot. She then undid the top buttons on her blouse, causing it to gape, exposing the tops of her breasts and her nipples because of the half-cup bra she was wearing.

Sue turned back to Phil and held out her arms for him to continue the dance. Phil moved towards her, her blouse gaping because of the loose buttons and her breasts being thrust up and out by the bra, and he stared at the tops of her breasts, obviously keen to try to see more. Phil placed one arm on Sue's waist and the other returned to stroking her breast.

They both stood facing me and I watched as Phil slowly moved his hand down to the bottom of the blouse and underneath the material. His hand then rose until he had firmly grasped her breast. This time instead of caressing her breast his fingers made straight for the erect nipple that was all too apparent above the bra. Sue would close her eyes for a few seconds then open them and stare directly at me as Phil continued his caresses. This went on for a few minutes by which time Sue was beginning to breathe quite deeply. Sue then raised her hand to her blouse and began slowly to undo the remaining buttons on her blouse from the top. She watched me as she opened all of the buttons, leaving the blouse gaping open to the waist. Once it was fully open I could see Phil's fingers as they squeezed and pinched at her nipple.

Sue looked at me and her eyes dropped to my groin, where my erection was all too apparent. Sue moved in front of me and Phil moved behind her. As Sue undid the buttons on the sleeves of her blouse Phil lowered the blouse from her shoulders, revealing the half-cup bra supporting my wife's lovely breasts with her nipples poking out above the bra. The blouse dropped to the floor then Phil reached round and cupped both breasts. Sue's eyes closed as Phil squeezed and caressed her, ensuring that he spent time tweaking her nipples. Her eyes opened and she wriggled her body as the cooling air caressed her bare flesh.

My next surprise was when Sue told Phil "Get my tits right out.". Phil showed no hesitation in undoing her bra and Sue then leant forward and shook her chest in my direction. This freed her breasts and her bra worked its way down her arms until she allowed it to drop to the floor. Sue and Phil turned to face each other – side on to me – and Phil reached out to again fondle the now free lovely breasts of my wife. While he was doing that Sue took hold of the bottom of his t-shirt and started lifting it.

Phil briefly released her breasts and Sue worked his t-shirt above his head and dropped it to the floor. She then raked her nails gently down his chest. I had experienced that so many times I knew exactly what please Phil would be feeling. Sue had decided to get things moving more quickly because she moved her hand straight to Sue's belt, loosened it, then unzipped his trousers and worked them down his legs. When they reached his feet, Phil stepped out of his trousers and his shoes, and was left wearing only his underwear. His erection was tenting his underwear and as Sue stood back up she took hold of his cock and stroked it through the material. I decided I might as well join Phil in his undressed state and quickly stripped myself of my clothes.

I stood up and moved towards Sue but she turned to me and shook her head. She told me to sit back down on the chair. I was somewhat disappointed but made my way back to my seat, sat down and started stroking myself. Sue turned me and told me to make sure that I didn't come be cause she want everything we both had.

Phil reached around to the back of Sue's skirt and unzipped it. Sue wiggled her hips and the skirt fell to the floor, revealing that all she had underneath it was a suspender belt and her stockings. I didn't have a clue what had happened to the thong she had been wearing at the start of the evening. (I subsequently learned that she had taken it off as soon as she had got home after Phil had dared her to before they started dancing.)

Sue looked fantastic, her high-heeled shoes helping to shape her long legs that seemed to go on forever. Phil got down on his knees in front of her and started stroking her legs through her stocking whilst kissing the exposed tops of her thighs. Sue grabbed Phil's head and crushed his head in the gap at the op of her legs. She then edged backwards to the sofa, where she sat down and opened her legs. Phil moved away from her and I could see the thin strip of hair above her slit. As she lay back of the sofa she opened her legs wider then reached down and ran a finger through her very moist lips. Phil and I watched as she dipped her finger into her tunnel then used her juices to lubricate her clit. Phil took the opportunity to lose his underwear and, like me, slowly stroke his cock as he watched Sue.

Massaging her clitoris with one hand, Sue plunged three fingers of her other hand into her slit. Phil then moved in and started kissing her breasts but didn't take long to move his mouth down to her groin. He removed Sue's hands and replaced with his own and his mouth. It took only a couple of minutes of Phil licking around and penetrating her slit before Sue had her first orgasm.

Sue reached down and took hold of Phil's head and eased him away from her sex. She tugged him gently upwards and he moved willingly until his cock was at the entrance of slit. He rubbed his cock across her lips, mixing his pre-cum with Sue's juices. He then kept his cock just at the entrance to Sue's slit, moving his hips in a circular pattern. Sue tried getting his cock inside her by moving her hips towards him but Phil was wise to that and kept teasing her. Sue's arousal was building again, her nipples as erect as I've ever seen them.

Phil eventually took pity on her and eased his cock inside then slowly eased out again. That caused Sue to moan with a mixture of pleasure and frustration. Sue then became quite vocal, telling Phil to put it in as far as it would go. Phil thrust back in to Sue and she reached down to grab him and keep in. Phil uttered a groan and I knew then that Sue was using her muscles to clamp down on him and keep him inside. They lay like that for about five minutes with Phil hips twitching as Sue stimulated him. She then released him and he started moving in and out. Sue kept time with him and their pace gradually increased.

I moved over to them and brushed my cock against Sue's lips. Her mouth opened and I eased my cock inside. Sue moved one of hands from Phil and started stroking my balls and up and down my shaft and she also teased the end with her tongue and lips. Phil's pace and thrusting increased to such an extent that I couldn't keep my cock in Sue's mouth so I moved back slightly. As her arousal increased, Sue pulled faster on my length. Suddenly Phil announced that he was going to come and as he spurted inside her Sue moaned as another orgasm took her. That was the encouragement I needed and my orgasm hit me, my come landing on Sue's chest. My orgasm was so intense that my legs gave way and I ended up on my knees. From that position I leaned over and kissed Sue and told her how much I loved her.

As Phil softened he slipped out of Sue then he and I both stood up, held our hands out to Sue and lifted her off the couch. I then went upstairs to run a bath for Sue. While I was gone Phil got dressed and as I came back downstairs he and Sue were embracing at the door. I walked him to his car and he expressed his surprise at what had happened. I reassured him that I was okay with it and hinted that it would be good if we could involve Ann next time. Phil said he'd see what he could do then got in his car and drove off.

When I went back into the house Sue was gathering clothes together. I moved towards her, took her in my arms and held her close. We stood like that for a few minutes then Sue went upstairs to relax in her bath while I sat down to reflect on a surprising end to the night.