Life Changing Friends

Last time my Mary and I had sex it was an uninspiring encounter. I was already in bed when she came in and, facing away from me, removed her dress. She unclipped her bra and turned my direction to pull the covers down. Her beautiful pendulous breasts were all I could focus on as she shimmied under the modesty provided by the blankets, and slipped off her panties. We talked briefly, I caressed her breasts, and then focused attention on her clitoris. She always required artificial lubrication, which I retrieved from the bedside drawer and applied to her warm nub, and she eventually climbed aboard, slipping my cock gingerly into her tight pussy.

It didn't take long before I came inside her, and she immediately rolled off me, job done. I leaned towards her, moved my hand down to her warm, lubricated mound, and used my thumb to slip over her clit. A couple of minutes later, while I pondered the evening's TV and she—I suspected—imagined someone, anyone, that wasn't me tensed and quietly came. We politely thanked each other, and would have shook hands if that wouldn't have pushed the awkwardness to 11. But our duty was done; I would not get frustrated for a few weeks, maybe longer. She'd never mention it again if I didn't, I figured.

Maybe we were both wrong about each other but didn't have the words or methods to find out for sure.

-

Mary met Lisa at the gym, discovered she lived close by, and that they shared other similar interests. So Lisa came over for dinner a few times. She was single, late 30s, full-figured, and attractive. We'd sit around drinking wine, discussing the news stories of the day, and then maybe throwing in a few cocktails as the conversation loosened up.

On her first visit, Lisa threw out a casual aside: were Mary and I swingers? It was easy to miss her mention as she really tossed it in quietly, but it gave me an idea of where her head may be. Not that she was particularly prying, and I suspected if I'd chosen to answer "yes" she'd have bolted for the door. She was just testing the water a little, but the inquiry went unanswered and was washed away with the next sip of wine.

Of course, we weren't swingers. Mary's most outrageous sexual encounters were way in her past, referenced only occasionally about previous boyfriends and a couple of experiences she'd tried and not liked, so they never would become part of our bedroom activities. It was clear our current sex life was pedestrian. A few too-honest observations drawling out of my cocktail-lubricated mouth during an attempt at intimacy some weeks ago essentially turned off even our limited repertoire. We were best of friends as always, but we now existed in the sexless zone.

Lisa talked surprisingly candidly about her experiences dating as a mid-thirtysomething professional woman. Apparently most mid-30s males in the dating pool were using pharmaceuticals to guarantee or to enhance their performance. That was a shock. Though I'm older than them, I've never had to turn to the little blue pill; "well, good for you two," Lisa said with a coy smile in response.

She told a story of a first date where the gentleman was courteous and interesting, and Lisa commented that she "didn't expect to go home" that night. First date! She clearly had a sexual appetite that maybe wasn't being served.

Dinner at her house with Mary would still no doubt be a relaxed affair, a couple bottles, and the usual conversation.

-

Lisa answered the door wearing a string-strapped black dress, its lacy bodice tightly wrapping her womanly figure. She had fixed her dark blonde hair and make-up, which was a surprise given the sweat pants and sweatshirt worn at our last meeting. We went inside and exchanged the usual pleasantries.

The dinner table was set elaborately with two short candles adding a low-light ambience. We opened the wine and carried on the small-talk: the work week, who'd seen who, what happened to so-and-so, the usual. It was pleasant enough, and dinner was good. We kicked back with the wine, settling in for the chatter.

"You dressed nicely," Mary said to Lisa, "so I'm glad I got him to clean up. Got him to put on long pants."

Everyone chuckled. Usually I'm in shorts, so no big deal.

"And even underwear," she added.

"Oh, you didn't have to do that for me...be as free as you like," Lisa replied, looking me straight in the eyes, a sexy grin spreading across her face.

Even Mary grinned. Maybe the effects of the vino were relaxing her a little on this weekend night.

"Oh, it's funny," Mary surprisingly continued, "he rarely wears underwear at home, wanders around in his boxers, swinging in the wind if the fly opens."

I start to feel the flush of a blush coming on. While not inaccurate, I always just wanted to be comfortable at home. Lisa laughed, watching me. "Well, if you want to make yourself comfortable here, don't mind me, you can hang out in your boxers. It must be a nice sight for you," she added, looking straight at Mary.

"Well, it's not bad, but, you know, you know how it is."

Lisa's eyes lit up for a second and she adjusted the straps of her dress, shaking her ample breasts a little. Maybe she wasn't even wearing a strapless bra, but was relying on her own natural shape. "You have to keep it interesting, though, don't you?" she asked, "make sure there's no reason to look elsewhere?"

It was all non-specific chatter around a subject that was clearly unnerving Mary, but was positively exploitative by Lisa.

Mary took a deep breath and obviously changed the topic: "Any dates, any prospects, any success?"

Lisa pondered for a moment. "Okay," she said, "can I tell you about Joe, without you judging me?" We both nodded, me in anticipation, Mary likely in trepidation.

"We hit the third date mark," she started, "so we all know the expectations for people in our position, and I was ready to find out. I mean, he was okay, a big guy, I just hoped he was big everywhere. But OH. MY. GOD. He was SO HAIRY." Her voice raised precipitously. "I mean, y'know, down there! I was worried if I put my mouth anywhere near it I'd cough up a hairball."

Wow. We all laughed, partly in shock at the explicitness of the statement, and also at the social commentary.

"Well," Mary butted in, "wouldn't need to worry about that with him" - she nodded her head my direction - "as he keeps very trim. I mean, it makes me think I might be looking at a 10-year old, and that bothers me."

"Bullshit," Lisa blurted out sternly, "you're at best looking for an excuse not to suck his cock, but you can't hide behind some fake notion it makes it, y'know, unsavory. If he likes it shaved you should appreciate that you won't be pulling hairs from your tongue or between your teeth. If you don't want to suck his cock, just say it; this sounds like some lame excuse."

I couldn't believe it. The temperature dipped noticeably, and Lisa's commentary hung in the newly cold air. Mary looked at me, looked at Lisa, then looked at her wine glass. "It's just what I think," she awkwardly replied.

"Let's have a drink," said Lisa, breaking the awkwardness by grabbing a bottle of scotch and quickly filling three glasses. We sipped in silence.

Lisa gulped down the last shot of her glass and refilled hers, then mine, and then, with a steely look at Mary that forced her to make her glass available, filled them all. I had an idea where this was going. Lisa clearly knew what she was doing. Mary was processing but probably preparing to fight against whatever it was.

Lisa picked up her glass and left the kitchen without saying a word. Mary and I looked at each other, both gauging reactions. Within a minute there was a yell: "You two, come here. NOW..."

It was clearly Lisa and though the shout didn't suggest terror we were both wide-eyed in astonishment, and stood up.

"...AND BRING YOUR DRINKS AND THE BOTTLE."

-

I scooped up both glasses and the bottle and followed Mary down the hallway. As she reached the open door leading to the source of this yelling Mary stopped dead in her tracks, her jaw dropped open. Cautiously, I peered into the room where my eyes locked on Lisa's as she lay across her bed, head resting on her hand, completely naked.

"I've got an idea," said Lisa with authority, "come the fuck in, shut the door, and keep your mouths shut." She then gestured for the bottle teetering in my hand and I slowly slipped past Mary, popping the cork, and then pouring another shot into the glass in Lisa's outstretched hand. I refilled mine, too, then shook the bottle at Mary who was seemingly stunned into paralysis. She nodded slightly and so I filled the remaining glass.

"Quite simple," stated Lisa, "come in and get nekkid. Totally. No questions, no arguments, just let it go. Good?"

The question was rhetorical. I looked again at Mary, waiting for contrition that this was an event that could not be avoided. She took a step into the room. I interpreted this as a sign and started unbuttoning my shirt, eyes laser-focused on Mary. I could almost hear the cogs churning in her head of what to do, how to do, where to go, what to say.

Lisa reaffirmed the main message. "No questions," she scolded at the considerations roaming silently in both our heads. She jumped from the bed, those pendulous breasts swinging freely, and while I unbuckled my belt I had to sneak a peek at her snatch, which was mostly shaved with a little puff of hair sat atop the hood of her clitoris.

I remained focused on my personal task, dropping my jeans, sitting on the bed to remove shoes and socks, and then finally, excitedly, throwing down my shorts and tossing them into the assembled clothes pile. All the while I kept my eyes on Lisa as she moved towards Mary, holding out her hand, and then guiding her gently towards the bed. With her back to the bed Lisa stood eye-to-eye with Mary and reached her arms around her in what appeared to be a hug, but was used to unzip the back of the shapeless blue and white dress Mary had worn for this evening out.

Mary's eyes were fixed forward, but she didn't fight. She let the dress fall exposing her mis-matched underwear of a ragged nude-colored bra and black panties. Staying in the same position Lisa didn't miss a beat in unhooking the bra, then took a slight step back. The bra loosened on her shoulders, and while Mary paused, Lisa quickly pulled it aside to reveal her full, soft, beautiful breasts. I couldn't believe it and, from the look on her face, neither could Mary.

Maintaining the momentum, Lisa then dropped to her knees, curled her fingers around the waistband of Mary's panties and in one quick move pulled them down.

We all froze.

Unbeknownst to me, and clearly a shock to Lisa, Mary was beautifully, cleanly, perfectly shaved. Lisa looked to me as I sat dumbfounded on the bed, and with a shrug indicated that wasn't what I knew. What happened next seared in my mind's eye for the rest of my years.

Panties around her ankles, Mary dropped to her knees, too, facing Lisa eye-to-eye, took both of Lisa's breasts in her hands, and laid upon her a kiss that was awe-inspiring. It was big, deep, and impactful. And totally shocking. As their lips parted and Mary's hands remained massaging Lisa's glorious tits, the balance of power shifted.

Mary suddenly stood up and Lisa watched her eyes, a little shell-shocked, but nearly not so much as when Mary placed her hands behind Lisa's head and pushed it into her midriff. Mary held her hands there and evidently Lisa got the message, extending her tongue to trace an outline around Mary's wonderfully bald labia. Mary's head flopped back, I shifted my position to get a better view, and Lisa went to work, flicking her tongue over Mary's clit, then bringing up her fingers to part the lips and push her tongue deep inside her wet pussy. Mary squealed with a deep intake of breath, and I could see her thighs tensing and then shaking. Slowly, Lisa backed out and stood facing Mary, her chin and lips glistening from the juices that also coated Mary's pussy. They kissed again, and as they pulled away, looked at me.

I hadn't realized, stunned as I was by this development, but my cock had reacted all on its own and stood proudly to attention. Lisa and Mary, now seemingly communicating telepathically dropped to their knees in front of me, looked at each other, and Mary took the base of my cock in her hand and started gently pulling while Lisa pulled the tip towards her mouth and started licking. As I looked down I wanted to sear this moment in my mind. When Mary moved her head closer and her and Lisa kissed over the throbbing tip of my cock, I was so stunned, so elated, so happy it helped me forget the chemical reactions also firing so I knew I could hold out for a while.

Lisa stopped, stood, and lay back on the bed, spreading her legs wide, exposing her beautiful pussy. "You," she barked, pointing at me, "here" directing me to her mound. "You," she quickly followed up, pointing at Mary, "sit yourself here" raising her finger to her mouth. Mary and I exchanged glances and Mary quickly straddled Lisa and lowered her pussy over the now-gaping mouth, its tongue extended to receive its payload.

I got on my knees, licked my lips, and went to work on Lisa's lips. There was a lot of material to work around, inside and out. I did my best, trying to listen out for signs that I was in the ball park, but with my ears blocked by Lisa's thighs, all I could hear were muffled moans. I hoped they were Lisa's but they could also be Mary's. I had to look up and see what was happening. Mary's back was arched, her head thrown back as her pussy was sucked, licked, I couldn't see, but whatever Lisa was doing, it was effective. Seconds later Mary tensed and then groaned and with none of the caution I'd seen before, embraced a spectacular orgasm, cupping her breasts, the nipples clamped between her fingers in a way that would have guaranteed I got slapped in the face. But what the hell...look at this.

Mary rolled off Lisa's face and capitulated to the duvet. Spent. Lisa was covered in girl cum, but now able to focus on her own pleasure reached up and pushed my head back between her legs. "I'm close," she whispered, so I returned to action, licking the length of her pussy, upwards to flick up the hood of her clit and then pressing down, circling, responding to her grinding and groans.

She was close. Lisa suddenly gasped and I maintained motion as her hips started to grind and rotate with my tongue's movement around her dripping pussy. Then she came with some gusto, with short intakes of breath, her hands gripping the duvet, before finally relaxing, twitching a couple of times, and letting out a deep sigh. I looked up and Mary was smiling broadly at me and blew an air kiss. I looked over to Lisa and her hair was beaded with sweat and disheveled in that beautiful way that only a great sex session can create.

Mary looked at Lisa as she brushed the hair from her face, and asked "his turn?" Lisa nodded, and sprung into action. "Up here, let's do this," Lisa said to me, gesturing to lay on the bed. Following instructions I lay back and Mary leaned over from her position on the bed and started to gently lick Lisa's juices from around my mouth and chin. I was still slightly off-kilter by her behavior and it showed in my face.

"Shut up," she said, softly, "no questions, remember." And then we kissed as passionately as we ever had, and as we did I felt Lisa's warm breath on my throbbing cock as she took it into her mouth, her lips curling deep down my shaft. I could feel it wouldn't be long as Mary lifted her head and let her breasts drape gently over my chest.

Lisa looked up and, looking at Mary, asked "Is this okay?"

It was the first time she hadn't just made a decision, but Mary was now clearly complicit, and nodded as Lisa lifted herself up and stradled me, taking my cock in her hand and guiding it into her moist pussy. The shocks kept coming when Mary leaned over to Lisa and kissed her while lifting her hands to cup Lisa's giant breasts. Lisa rose and fell steadily on my cock then took Mary's hand from her breast and pulled it down to her clit. Mary responded, gently rubbing her fingers over the top of Lisa's glistening mound as she dropped down my shaft.

"Oh god," Lisa declared suddenly, "I'm cumming again." And she raised the tempo on my cock and Mary focused attention on caressing her as Lisa's eyes closed and she released a loud moan. I clenched every muscle, hoping not to finish while Lisa was in the throes of her ecstasy. Mary kept pace, flicking her thumb over Lisa's exposed clit as she dropped down, pushing my cock as deep inside her as it would go. With one last shudder Lisa's body tensed and she fell forward, propping herself on her arms either side of my ribcage.

"Do you want to finish him?" Lisa asked Mary. Mary nodded very slightly, and slowly Lisa lifted herself off my rigid member that then flopped onto my stomach. Mary repeated Lisa's moves, straddling me then taking my cock in her hand and very slowly guiding it to her warm pussy. But I decided to take charge and quickly moved the side, grabbing Mary by the waist and turning her on to her back. She let it happen in a complicit way I'd never witnessed before, so I was determined to take advantage. Standing at the edge of the bed I pulled her hips towards me, lifted her feet on to my shoulders, then very slowly pressed the tip of my cock in to her pink lips. She groaned immediately, at which point Lisa reached over and spread Mary's lips as wide as they would go, letting me enter her easily.

I thrust slowly but deep, deep as I could go. Mary grasped at her own breasts, pulling them towards her chin, and Lisa reached down to massage Mary's clit. I pulled back slowly, then pushed forward quickly shifting the bed base and causing Mary to bite her lip with each pulsated squeal. A few thrusts later, it was time, and it was going to be one for the ages. I pumped and pumped, Mary gasping a high-pitched squeal with each thrust. Lisa looked me in the eyes and I gave a knowing nod. I pulled out and took a step back. Lisa immediately dropped to her knees in front of me, staring up as I started to pull on my cock. Without taking her eyes off me, Lisa smacked Mary on the leg, pulling her forward. Mary looked up and Lisa quickly grabbed her hand, pulling her off the bed, to join her in front of me. Stunningly, Mary slipped off the bed and knelt next to Lisa, then pushed her head back, and brushed her hair from her forehead and shoulders.

This was more than I could have imagined. But as my mind was racing I wasn't yanking my own business enough. Lisa took over, grabbing my cock in her hand and wrapping her red lips around the tip, drinking in the sweet mix of her own and Mary's juices. I opened my eyes wide trying to make sure I saw and recorded in my mind's eye every moment. Now was the moment.

I regained composure and focus, and took hold of my cock as it throbbed from Lisa's caress. I backed up slightly and Lisa gently lifted Mary's chin, pulling it down so she opened her mouth. I pulled and started to cum, the first stream lifted over Lisa, landing on the top of her head. She pulled Mary's face to hers and the second fired into her cheek and across Mary's nose. I redirected to Mary—wow, I'd never believed this was possible—I fired straight into her mouth, another over her nose, then back to Lisa to pull out every last drop onto her tongue.

Lisa looked at Mary who was simply stunned by this entire event. Lisa lifted her hand to the side of Mary's face and pulled it towards her, opening her mouth, and pushing her cum covered tongue inside Mary's mouth. Their tongues intertwined, swapping my love juice between them.

Slowly Lisa pulled away and swallowed, her eyes fixed on Mary, who licked her lips and followed, taking a deep gulp of my cum.