Wifes Friend Gets Surprised

*** This story is based on a fantasy my wife and I have talked about in great detail. ***

My wife and I are both 33 years old, we've been married for 12 years. We've always been strictly monogamous, though we openly share fantasies involving other people, just as foreplay. One particular fantasy involves my wife's friend, Megan. When we're away from each other for any reason, either I'm at work or my wife is out shopping, we often text each other something provocative to gauge the other's level of horniness. One day, our texts went like this:

Me (Mark): "Hey babe, so did you see that picture Megan posted on Instagram earlier today?"

My wife (Holly): "Which one? She posted about a dozen in a row."

Me: "The one that grabbed my attention was the one with her low-cut green shirt."

Holly: "Oh yeah! The one with her nipples practically poking through the fabric?!"

Me: "Yup, that's the one! I think there's something she didn't notice about that picture, though..."

Holly: "Really? What's that?"

Me: "Go look at it."

Holly: "Ok, I've got her profile open on my iPad. Um, let's see... damn, she's always giving herself a hard time about her small tits, but I've got to say, she looks super hot in that shirt. I mean, there's a surprising amount of cleavage for having size B breasts and wearing no bra!"

Me: "Oh yea, no doubt. But, do you notice anything else? What about her ass?"

Holly: "What do you mean? This is a waist up shot, you can't even see where the shirt ends."

Me: "Look closer... at the background."

Holly: "OMG! I've got to call her!"

Me: "Haha, I thought you might."

The picture we were referring to was a selfie of Megan, taken in her bedroom, apparently while trying on different new clothing items. All of the photos are taken with a somewhat blank wall in the background, except the photo we were talking about. This photo was taken against a different wall in her room, a wall with a small vanity, which contained a mirror. Thought it wasn't immediately noticeable, if one zoomed in, they would be rewarded with a stunning view of Megan's bare naked ass and stunning legs!

Holly: "Ok, I just called her, she deleted the photo from her account."

Me: "What a shame, I'm sure others would have noticed and she would have gotten a ton of likes! haha"

Holly: "I'm sure! Hey, did you snap a screen shot?"

Me: "Um, of course I did! Are you kidding? Megan isn't one to flout her assets too much and, other than some awesome cleavage and a few chance glimpses down her braless shirt, I've never seen her so exposed!"

Holly: "Hm... would you rather see her bare ass in person or her bare breasts?"

(This is usually the point where our fantasies start getting more and more explicit.)

Me: "While I love that picture of her ass, I would rather see her breasts. Would you rather let her watch us have sex or watch her have sex?"

Holly: "Oh, definitely watch her have sex! The thought of her watching us is a turn on, but it would be so much better to watch her. Um, would you rather eat her pussy or watch me eat her pussy?"

At this point, I could tell Holly was getting really horny. She only talks about girl-on-girl stuff when she gets really into it.

Me: "Oooo, naughty! While I would jump at the chance to get my tongue between her legs, I think I'd rather watch you do it, since I know that would be a first for you."

Holly: "Yeah, I think I could do it, but I guess we'll never know, it's not like either of us are lesbians anyways. Oh hey, speaking of Megan, she left her jacket at our place a few days ago, could you run it over to her place? I'm on the way home, but she needs it for some event she's going to tonight."

Me: "I guess I could. I'll grab it right now. See you later. Love you!"

Holly: "You're the best, love you!"

So, I went to the front door and found Megan's jacket right where Holly said it would be. Megan only lived about a 10 minute drive from our place, so I figured I'd be back before Holly even got home.

I pulled up to Megan's small 2 bedroom ranch style house and knocked on the door. I waited for a few seconds and then rang the door bell. I didn't hear any footsteps inside, so I knocked again, a little louder. Nothing.

I picked up the phone and called Holly (I had one ear bud in because I'd been listening to music).

"Hey babe, I'm almost home, what's up?", Holly said.

"Hey, I'm here at Megan's place and she's not answering the door."

"Oh, she's probably in the back bedroom, getting ready for tonight, maybe she's listening to music.", replied Holly, "Just go on in, she knows we both know her door code. Just try not to shock her too bad."

I hesitated for a minute, remembering that Megan is pretty big into self defense, "Ok, how about you stay on the line, incase she uses that taser of hers on me or something", I chuckled.

Holly laughed at the thought of me surprising Megan and getting tased, "Haha, ok. Here, accept my video call."

I looked at my phone and accepted video chat. My wife's face popped up and I could see her just entering the front door of our house. I entered the door code and slowly stepped into Megan's house.

I made sure to make a considerable amount of noise coming into the house, "Hello, Megan. I've got your jacket, Holly told me to drop it by."

... No response...

I looked at my phone and said, "Holly, I don't hear anything, are you sure she's home?"

Holly was walking around in the kitchen, putting her small bag of groceries away. She off-handedly replied, "Yeah, I just talked to her before you called. She said she was going to start getting ready for tonight."

I walked past the living room and a little way down the hall. Then, I heard what sounded like running water in the bathroom down the hallway.

I froze at the sound, knowing it might mean Megan was in the shower, "Babe, I think she's in the shower or something, I hear running water."

On my phone, I saw Holly headed down the hall towards our room. She thought for a second and said, "Well, knock on the door and tell her you're there. She might get spooked if her missing jacket all the sudden appears in her house."

My heart started to pound at the thought of interrupting Megan's shower. Being a warm-blooded male, I naturally thought I might get a chance to see her in a towel or something, however slim the odds. I cleared my throat and replied "Ok... here goes."

I walk down the hall and knock on the bathroom door, gently. Nothing. But I could clearly hear the shower running.

I turned to look at Holly. She was in our bedroom, sitting on our bed. It looked like I had her full attention as I said, "You think she's ok? Like, she didn't slip and hit her head or anything right?"

Holly thought for a second and said, "I mean, she would have heard that knocking pretty clearly in there. Open the door."

My heart felt like it was going to pound out of my chest, thinking of Megan in the shower, as I said, "Are you sure? That's kinda iffy isn't it?"

My wife bit her lip for a second, then replied, "You're going to feel like an ass if she's lying on her shower floor unconscious. Just do it."

"Ok, here goes.", I said, releasing a breath that I didn't realize I had been holding.

I turn the knob and open the bathroom door, walking into the steamy room. As soon as I made sense of what I'm seeing, I quickly stepped back out of the bathroom, leaving the door cracked just a little.

With my back to the hallway wall, I stammered, "Babe, um, I know why she didn't hear me. She's got earbuds in, must be waterproof."

Holly looked confused, "How do you know? Isn't she showering?"

"Yes, but she's got that glass shower door, remember?", I said, wincing in preparation of my wife's wrath when she realized I might have seen her friend naked.

Holly thought on that for a second or two, closing to sidestep the obvious implication, "Oh... so she's listening to music while she showers?"

If she wasn't going to mention Megan's nakedness, I sure wasn't, "Um... not exactly. Maybe it's music, but I'm guessing it's an audio book or something because... well, she's not dancing."

Holly smirked, letting out a little chuckle when she replied, "What do you mean? What's she doing?"

Crap, she was going to make me say it. I thought, 'Well, It's always best to be honest and open, right?', so I said, "I'm pretty sure she's... um... I think she's getting ready to masturbate."

Holly's jaw dropped. I didn't know what to expect. Was she mad? Should I run? I waited for what seemed like forever for her to respond. When she did, she seemed more shocked than anything. Her tone was one of curiosity and interest, like when she presses her friends for some juicy gossip, "WHAT?! Oh My God! How do you know?"

Encouraged by her flirtatious, non-threatening tone, I said, "I only saw for a second, but she was leaning her back against the wall while she played with her tits."

As I stood in the hallway, trying to see through the crack in the bathroom door, I heard clattering and rustled fabric in my ear bud.

Holly sounded a little out of breath when she got my attention, "Hey... babe... was it like this..."

I looked at my phone. Holly had ripped off her shirt and undid her bra, exposing her size 32C breasts. She propped the phone on her dresser and leaned back against the wall, grabbing her breasts, right hand on right breast and left hand on left breast.

"HOLY SHIT, BABE!", I said, struggling to decide wether to focus 100% of my attention on the video chat or the crack in the bathroom door, "Um... no... I mean, she has those little B size tits, so her arms we crossed."

Holly crossed her arms, her nipples hardening as she played with them with opposite hands. "Like this?", she said, closing her eyes and focusing on the feeling.

"Yes...", I began to reply, but was cut short by the sound of the running water stopping abruptly. I told Holly, "Hold on, I hear something."

I cracked the door a little bit just in time to make eye contact with Megan. The shower door was now open and the water was turned off. But, she still leaned back against the wall, slowly fondling her nipples. When she saw me, she froze, fingers on her nipples, breathing heavy.

I could not believe this. I had only ever seen another woman's breasts in movies or on TV, usually with my wife watching with me. Once in a while, I would get a good look at a friend's cleavage or something like that, but nothing like this. My wife's breasts were the only ones I had seen in person since we've been married. I stammered, trying to fill the silence with something, anything to explain my awkward presence in Megan's bathroom, "Um...Uh... sorry Megan!" (Averting my eyes) "Holly sent me over with your jacket and..."

Megan held up a finger, opened the shower door, leaning out to reach for her phone. It was right next to me, on the bathroom vanity, and she snapped her fingers and pointed. Trying not to stare at her perky nipples, I quickly handed her the phone. She pushed pause on whatever she was listening to and took out her ear buds, setting them and her phone on the toilet seat. She wasn't making a huge effort to hide her nakedness from me, which I thought was great, and odd at the same time.

In my ear, I heard Holly breathing heavy, "Babe... what's she doing? What's going on?! mmmm"

I glanced at my phone and saw my wife rubbing her nipple with one hand and the other hand was down her pants! I couldn't believe how horny she was.

I held up my phone to Megan and said, "Oh...Um... Megan, Holly is on the phone. She thought it would be a good idea to have me on video chat, in case you tased me or something."

Megan chuckled, turning off the shower and grabbing a towel.

As she wrapped herself in the towel, she laughed, "Haha, I would never tase you, Mark! Let me see Holly, I want to say hi."

"Um... Holly, Megan wants to say hi.", I said, hoping to alert Holly to cover up. But, I didn't turn the phone. I wasn't sure what Holly or Megan would do to me if I exposed what Holly was doing.

Holly opened her eyes wide and said, "Oh...well...uuuuuummmm."

I could tell she was conflicted. She wanted to say hi to her friend, but she obviously didn't want to take her hand out of her pants or cover her breasts.

Before I could stop her, Megan grabbed the phone out of my hands, playfully, and turned it to face her as she said, "Hey Holly, I... oh... shit."

Megan stared into the phone, frozen in place. I couldn't see Holly's reaction, but I could tell she wasn't fumbling for her clothes by the sound in my ear.

Holly, breathing heavy, struggled to formulate a response, "Oh Megan, um, hey!"

Megan looked up at me and tapped the side of her head, indicating my ear bud. I reached up and turned it off. Megan made no attempt to return my phone.

"So, yeah, your husband kinda walked in on me naked...", she said, attempting to lighten the mood.

Holly stared right at Megan, continuing to feel her tits while the other hand was in her pants, "Uh huh, he told me you were feeling your tits and I started demonstrating to him. I guess it got me hornier than I thought..."

Megan sidestepped me and made her way to her room. Right before entering, she looked up at me and jerked her head, implying I should follow. I quickly entered her room as she sat on her bed in her towel.

"Well, yeah, I was listening to a romance novel and things got a little heated...", said Megan, transfixed on what she was seeing on my phone, " I was just getting into it when I heard a noise... guess that was Mark in the hallway."

I stood by the bed and Megan patted the spot next to her, so I sat down. Together, we watched as Holly stripped off her pants and panties and began running her hand slowly up and down her pussy. I was beyond stunned. I was scared to move or say anything, not wanting to stop whatever craziness was happening before me. My wife had never... I mean NEVER done anything like this before. I once tried to get her to flash someone from our balcony on a cruise ship vacation we had taken, and she refused.

She breathily said, "Megan... I'm so sorry, Mark and I were just playing around... you can give the phone back to him if you want... this just feels so good right now..."

"Um, yeah... so this is a little awkward", Megan said, "but I was already super turned on by my book and I was really looking forward to giving myself an orgasm, so... if you don't mind... I mean, your husband is right here... I'm going to keep watching..."

Megan bit her lower lip, waiting for Holly to tell her to give me my phone back. All that came from Holly was a little whimper. Megan let out a breath and squirmed a little in her towel, obviously getting worked up watching my wife masturbate. With her free hand, she began absentmindedly massaging her breast through the towel.

"Holly...", Megan said quietly and slowly, "If you keep this up, I'm going to have to take care of myself... and your husband is sitting right here." She glanced up at me and winked, she actually winked!

That must have struck a cord with my wife, because she blurted out, "Fuck Megan... I don't care! We fantasize about you all the time!" I couldn't believe it! Whenever I had tried to get a little flirty with Megan when she hung out at our place, Holly would always shut it down quickly. Up until now, my wife would ONLY allow dirty talk about Megan in the bedroom or over text.

Megan's jaw dropped and she looked from the phone to me, then back to the phone, "Shit, really?!" Then she looked down at the obvious hard-on in my pants.

I felt my face turn red as I said, "Yeah, totally, sorry... um... you're just so hot and seeing my wife so horny has me hard as a rock."

Megan reached up and slowly undid her towel, letting it fall to the bed around her. She turned towards me a little, letting me see her still hard nipples.

Megan turned back to Holly and said, "Ok, Holly, look at me..." When she had my wife's attention, she held the phone out farther away from herself and turned with her back to me, giving Holly a full view of her breasts and me in the background. She said, "I'm completely naked in front of Mark..."

Holly just started as she rubbed her pussy and played with her nipple. Almost in a whisper, she said, "Shit, you are so hot Megan... don't you think so, Mark."

"Um, Yes, absolutely, 100%, stunning...", I said, knowing that, if my wife had any jealousy issues with Megan, I wouldn't be sitting there.

Megan blushed a little and let out an exasperated breath, "Damn it, I am getting wet here..." She reached between her naked legs and shuddered a little as her fingers found her clit. Then, she scooted up in her bed and laid back against the pillows, spreading her legs a little and rubbing her hand deeply over her pussy from top to bottom. Her fingers glistened a little with her juices.

At that point, I wasn't sure how far things were supposed to go. I said loudly enough for Holly to hear, "Holly, damn it, Megan is feeling herself..."

Holly looked intently into the phone, not able to see much of anything, since Megan was now holding the phone closer to her face. Her breasts were barely viable to my wife. She told me, "Babe, take the phone and show me what she is doing...oh... mmmmm"

Megan handed me with phone and began teasing her nipples with her free hand, keeping the other hand rubbing up and down her wet slit. "Mmmmmm... Holly, I'm so fucking horny right now." Megan sighed, "I can't believe this is happening... I feel bad, though... tempting Mark like this." She looked up at me with an apology in her eyes.

Holly stopped what she was doing and sat up, saying, "Oh fuck, yeah... Mark, baby, I'm SO sorry, do you want to come fuck me? I'm so ready! Megan could watch over the phone... if she wants to."

Hearing that, Megan inserted a finger into her pussy and let out a relaxing whine as she did. She quickly said, "No... I don't think that would work... I can't wait that long... Holly, Mark could jack off right here, right?"

Holly hesitated, conflicted as she pleasured herself and thought. During our horny conversations, we had talked about another woman seeing my dick. I knew it turned Holly on when we fantasized about her watching another woman sucking it. But, for real? Holly wasn't sure.

"Um... I guess... what do you think, Mark?" Holly said, uncertainly, "Could you jerk off in front of Megan?"

Without hesitation, not wanting any of this to stop, I said, "Yes. Yes I could."

I gave Megan back the phone so I could take off my pants and underwear. My dick stuck out, solid as could be. Megan pointed the phone at me and Holly moaned as she saw me expose my cock to her friend for the first time.

I took the phone back from Megan and pointed it back at her as she began to finger fuck herself while watching my Holly do the same. I slowly played with my dick, not wanting to get too excited too quickly.

Holly's rhythmic fingering became more intense as she said, "Ooohhhhh... fuck, babe... I don't know what it is about seeing you there, but I'm soaked... Megan, I know you're not les, but damn, right now, I could totally suck your tits... uuuuuuuuuuummmmmmm."

Megan increased her pace as well and said, "I totally get it...fuck... this feels so good right now... I can't take my eyes off of your fingers going in and out of your wet pussy... damn it, what the hell?! I've NEVER had this reaction to another woman... EVER!"

Holly looked down, thinking hard and said, "Mark... you know how we're always fantasizing about Megan..."

"Yeah..." I said

"Well, I kind of want to see some of that... right now..."

Now, this was new. I was completely in uncharted waters at that point. "Um, ok, like what?" I replied.

Holly slowed her rhythmic massage of her clit and thought. "First of all, I want to see you kiss her..." she said, bitting her lower lip again.