Fantasy Threesome

Sue and I have been friends and lovers for several years. One of the best things about our relationship is the fact that we're not afraid to share our fantasies with one another. One night while we were talking, Sue told me about a dream she had. In her dream, she and I were in the back of an SUV having sex while our friend, Phil, was driving us around. Although I didn't ask, I couldn't help but wonder if it was really a dream or if she was hinting around that she wanted to do that. Sue has always been a bit of a voyeur and exhibitionist, so I knew if I was able to make that "dream" happen, she would go along with it. Of course, I also wondered if this was her way of suggesting a threesome with Phil.

Before I continue I need to tell you about Sue. She is a beautiful woman who recently turned 40. She is 5'4" tall and weighs approximately 145 pounds. Her shoulder length brown hair frames a pair of chestnut brown eyes and an infectious smile that never seems to leave her face. Sue's smile was the first feature that I noticed about her and I've seen it disarm many an upset customer at her office. Her typical wardrobe does not do justice to her figure, which I consider to be very shapely. When I first met Sue, she had the biggest breasts that I had ever seen in real life. At that time (4 years ago) she was a 36-F! Several years ago she had surgery to reduce them, and now she is a 36-D. Despite the reduction in size, her breasts still garner lots of attention.

My friendship with Phil goes back many years. We were in the military together and worked together during some very tense situations around the world. If there is one person in the world I'd trust with my life, it is Phil. Because our actions and mannerisms were so much alike, and our last names were so similar, people used to refer to us as "twin brothers." The irony is that physically we could not be more different. I am a 5'9", 145 pound, Caucasian male with brown hair and blue eyes. My "twin" brother Phil is 5'7", 165 pounds, keeps his head shaved bald and is black. Nevertheless, I always think of Phil like a brother and would willing do anything I could for him.

A few days later I called Phil and we had a long conversation about Sue's "dream." He told me that he was more than wiling to help me make it happen, but that we would need to make sure we worked out all the details so that nobody would get hurt. We discussed all the possible scenarios that could evolve from this, everything from Sue getting cold feet and backing out to things escalating to a full-blown threesome. I assured Phil that I was okay with all the possibilities, and that my main concern was that Sue not feel pressured to do anything she wasn't really and truly comfortable with. Not surprisingly, he and I were right on track with our thoughts and concerns. Having addressed the best and worst-case scenarios, I put the wheels in motion to make Sue's fantasy come true.

On Monday, I called Sue at work and asked if she would be able to meet me for a few hours the following week. Since it was two weeks before Christmas, she said she could tell her boss that she needed to finish up some shopping and take the rest of the afternoon off. We agreed to meet the following Tuesday. I told her that I would pick her up in front of the main entrance to the mall and drive over to my hotel to spend the afternoon together.

When Tuesday finally rolled around, I called Sue at her office to make sure everything was still okay. She told me that it was and she would be in front of the mall. "Don't keep me waiting out there too long, it's freezing out."

I glanced over at the television screen and saw that it was only 36 degrees out. I smiled and said, "Baby, a little cold won't hurt you. Besides, I thought you liked the cold."

"I do, but I still don't want to be standing outside any longer than I have to."

"Okay," I said, "I'll be there at exactly 12:00."

"Okay sweetie, see you then."

Phil and I met in the lobby as planned and walked out to the parking lot. Phil had managed to rent a Ford Excursion SUV with tinted windows all the way around. From the outside it was almost impossible to see into the vehicle. The only way to see inside was if the sun was shining through and you were on the opposite side. Even then you could only see faint silhouettes of the occupants inside. I knew this was perfect for our little ride. We folded the second row seat down and left the third row up. By doing this, the driver would be able to see everything that was going on in the back, and it also created a large play area between the driver's seat and back seat.

Traffic was surprisingly light, so we arrived at the mall about 15 minutes ahead of schedule. While we waited we put the final touches on our plan. Barring any unexpected problems, Sue was in for a very memorable afternoon. Right at noon I saw her walk out of the mall and start looking around for my car. Because of the temperature, she was wearing her black, knee-length leather coat. I quickly jumped into the back of the SUV and told Phil to drive up to her. We pulled up in front of the mall, and I don't think she even gave the SUV a second glance. She was still searching for my car. I opened the rear passenger door and said, "Hey sexy, do you need a ride?"

She looked over at me and said, "What the...?"

"Quick, get in before anyone sees you."

Sue crawled into the SUV and I closed the door. As soon as the door closed, Phil accelerated away. Because we weren't in a seat, both Sue and I tumbled backwards towards the third seat. Phil started laughing and that was when Sue realized he was driving.

"Phil! Are you trying to kill us?"

"Nice to see you too, baby girl."

Sue crawled forward and gave him a hug and a kiss on the cheek. "What are you doing up here? I thought you were still in Texas?"

"My company just sent me up this was on some business. And Rick said he needed my help with something and you know I can never turn down my 'twin' brother."

Sue looked back at me and asked, "Help with what?"

I just smiled and her and said, "Well, you once told me about a dream you had and..."

Sue's jaw dropped and she said, "Did you tell him about...oh god, you did!"

Sue's face turned red when she realized that I had told Phil about her dream. For a moment I thought she might kill me, but then she brushed her hair out of her face and smiled at me. I had managed to work my way back to the third row seat and had gotten comfortable. I looked back at her and said, "You know that Phil and I talk about everything. Besides, I couldn't very well pull this off without him. I figured this was the perfect Christmas present for the woman who has everything."

Sue looked at me and said, "Baby, that was a fantasy I shared with you. I'm not sure I could actually go through with it. I just..."

I could see that Sue was uncomfortable with what had developed so I tried to ease her fears. "Sweetie, there is nothing to worry about. I just thought that you might want to play out your fantasy. But if you don't, that's okay. I've always told you that I'd drive eight hours just to spend five minutes with you. And today is no different. It's no big deal. We are three friends that are going to have lunch together. It doesn't have to be anything more than that, okay?"

Sue smiled at me and said, "And you'd be okay with that?"

"Of course."

"Phil," Sue started, "are you mad at me?"

"Of course not Baby girl. It's just like Rick said, we're three friends going to lunch."

Sue still had her leather coat on, but since we had the heat on 'high', there was no need for it. She leaned forward and, with my assistance, removed her coat. I folded it up and set it off to the side. I saw that she was wearing a long sleeve, button down shirt and a pair of her favorite low-rise jeans. This time of year she likes to wear boots, and today was no exception. She had chosen a pair of black, zippered, calf-length leather boots with a low heel. Once she was comfortable, she joined me on the backseat, sitting to my left. Phil had managed to get out of the mall parking lot and was now merging onto the highway.

"God, you guys are so good to me," Sue said as she hugged me.

Because we only see each other every other month or so, I always spend the first few minutes we're together just absorbing how beautiful she is. As we hugged I inhaled deeply, taking in the mixture of her various scents. I could smell the shower gel she used, her shampoo, and the perfume she was wearing. All combined it made for a very heavenly aroma the seemed to fill the back of the SUV. After our hug, Sue let out a loud sigh, sat back, and leaned her head back against the seat. I leaned over and whispered into her ear, "I hope you're not mad at me. I was only trying to help. By the way, do you know how much I love you?"

She looked over at me and smiled. "Yes, I know. And you know that you are not playing fair," she said.

I know from experience that Sue gets very aroused whenever someone whispers into her ear. It does not matter who is doing the whispering or what they are whispering about. Just the simple act of whispering will cause her nipples to harden instantly and goose bumps to appear on her arms. On several occasions in the past we would be at her office when one of her female co-workers would come in and need to tell her something private. Rather than ask me to leave, they would lean down and whisper the information to her. I always got a chuckle out of watching her response to the innocent act. I could see the hair on her arms stand on end and, depending on the top she was wearing, see her nipples stiffen. So, as I whispered into her ear, my intent was not to force her to do anything she didn't want to do, but I also didn't want her to later regret a missed opportunity.

I leaned in close again and whispered, "Nobody said I had to play fair. And you don't have to do anything that you don't want to do. Just sit back and enjoy the ride."

I shifted my position a little and lightly traced my tongue along the edge of her ear. I heard her moan softly as I gently sucked on her ear lobe. "Baby," she whimpered, "you know what that's doing to me."

"Yes," I whispered, "I know. Do you want me to stop? Just tell me to and I will."

"Do you promise to stop if I ask you to?"

"Absolutely." I flicked my tongue against her ear lobe again and then retraced the previous path around the outer edge of her ear.

Sue turned to face me and kissed me. As our lips met, she sensuously slid her tongue into my mouth in search of mine. Our tongues met and dueled for control. I reached over with my right hand and ran it along her body, starting at her waist and working it up to her breasts. As my hand moved over her chest, I discerned that she wasn't wearing a bra. I also confirmed that her nipples were hard. She moaned softly as my hand passed over her tits.

She broke the kiss and looked at me. As I looked into those sexy eyes of hers, I saw a woman who was becoming more receptive to the idea of playing out her fantasy. She looked towards the front of the SUV. I wasn't sure if she was looking out the windshield or just lost in deep thought. After a few moments, she turned to face me and started kissing me again. I eagerly returned the kiss and it wasn't long before we were making out hot and heavy on the backseat. Sue leaned down and whispered, "Can Phil see what we're doing?"

I glanced up and saw that he had turned the rearview mirror so that he had an unobstructed view of us. "Yes, he can see everything. Do you like the thought of that?"

"You know I do." We resumed kissing and I felt Sue slide her hand down towards my cock. At the same time I slid my right hand underneath her shirt and slowly moved it up until I touched her left breast. She jumped slightly when my thumb grazed across her hard nipple.

"How long will it take us to get back to the hotel?"

"That all depends on how long you want it to take. We can ride around as long as you want, or we can go straight there."

"Umm, well I'm definitely not in a hurry."

During one of the many discussions we have had in the past, Sue once commented to me that she always enjoyed extensive foreplay, especially the "dry hump." I knew from experience that I could make her cum just by kissing her and grinding my crotch into hers. By now Sue had maneuvered herself so that she was straddling me and she was grinding her pelvis against mine. As we were kissing, I began unbuttoning her shirt. It only took a minute for me to get her shirt completely unbuttoned. As soon as I did, I opened her shirt and looked at her breasts. Since her reduction surgery, she has been more willing to go without a bra. I reached down and traced my finger around the edges of her half-dollar sized areolas. As expected, her nipples were as hard as little pebbles and sticking out. I leaned down and gently sucked her left nipple into my mouth.

"Oh geez...you are driving me crazy. That feels so good."

"It's supposed to baby," I said.

Sue's hips were in constant motion, moving back and forth as well as side to side. As I continued to kiss her I pushed her shirt off of her shoulders and down her arms. She was now completely topless in the back of an SUV. I could see Phil smile as he saw Sue's shirt come off in the rear view mirror.

Sue leaned back and brushed her hair out of her face. I knew she was very aroused because her cheeks were flushed a deep red. I leaned forward and started sucking on her nipples again as she continued to grind into me. I reached down and unbuttoned her pants, but she stopped me before I could go any further and asked, "Just what do you think you're doing?"

"Just trying to be helpful," I replied.

"Sure you are. If you had your way I'd be naked all the time."

I started rubbing her tits again, concentrating on both of her hard nipples. She leaned down and started kissing me hard, as she resumed grinding her pelvis into mine. I had a suspicion that she was getting very close to her first orgasm of the day. I continued to play with her tits as well as kissing her lips, ears, and neck. She was very turned on, and I had no doubt that her pussy was probably soaked. My suspicions were confirmed about two minutes later when Sue said quietly, "Oh baby...please don't stop. I'm gonna cum."

"Say it again so Phil can hear you."

In a louder voice she said, "Please don't stop...I'm going to cum."

Even though I couldn't see him, there was no doubt that Phil heard what Sue had said. I continued sucking and kissing her nipples as she rode me. A moment later she arched her back, tensed up, and pressed her pelvis hard against mine an orgasm rocked her body. Her breaths were coming in short gasps as she lay on top of me. After a minute or so she looked up at me and said, "That was incredible!"

"Yes it was, but I believe you've got some unfinished business here."

Sue reached down and felt my hard cock through my jeans and said, "Yes, I do."

She moved down and quickly unbuttoned my jeans. My cock practically popped out at her and she wrapped her hand around it and started to stroke it. I always enjoy the sensation when she puts my cock in her mouth, and today was no different. Feeling her warm lips closing around my shaft was unbelievable. Slowly she took more and more of my cock into her mouth. Thanks to her previous performance, I knew it wouldn't take her long to make me cum. I made eye contact with Phil in the mirror and he just smiled at me. I knew things were going well, but I wanted stir them up just a bit more.

"Sue, are you wearing any panties?"

She looked up at me and replied, "No, not with these jeans. They're too low-cut."

"Good. I want you to unzip your jeans and pull them down so Phil can see your pussy and ass."

She looked at me for a moment and said, "Are you serious?"

"Yes, baby, I am. Is that a problem?"

She looked down at her exposed chest and said, "Why not?"

She sat up and unzipped her jeans and pushed them down to her knees. I could see that Sue had trimmed her pubic hair a little closer than the last time we were together. In fact, she had shaved most of it off except for a small 'landing strip' patch. When she saw me looking she smiled and said, "Well, what do you think?"

"Very nice job of landscaping," I replied. She then leaned forward and resumed sucking my cock.

"Phil, how's the view from there?"

"Damn brother, it just got a whole lot better! Sue, you've got a very nice ass."

"Thank you sweetie, I'm glad you like it."

"Yes, I do! As a matter of fact, how about bringing that ass up here so I can see it up close and personal."

Still on her hands and knees, Sue backed up towards the front of the vehicle. When she felt her ass against the front seat she stopped. Phil reached back between the two front seats and lightly rubbed her ass for a moment. Sue jumped slightly when she felt his hand on her ass. That was the first time he had ever touched her in any sexual way other than a friendly hug. He then he ran his index finger in between her legs. She moaned when she felt his finger playing with her pussy.

"Damn Rick, do you know how wet she is?"

"Brother, I do know how wet she gets. Just wait until you get a taste of that."

Sue smiled at my comment and said, "You guys are driving me crazy."

"Speaking of driving, I'd better concentrate on the road more." Phil put both hands back on the steering wheel and Sue crawled back between my legs and continued sucking on my cock. She was incredibly turned on and she was sucking and stroking my cock like there was no tomorrow. I knew that it wouldn't be long before she made me cum.

I reached up with my right hand and took a handful of hair and pulled lightly. "You know you're about to make me cum, right?"

"Um hmm."

"You enjoy using your mouth to make men cum, don't you?"

"Um hmm."

"Are you going to swallow my cum?"

She pulled my cock out of her mouth for a moment and said, "You know I am. I love the taste of your cum going down my throat."

"Tell Phil what you're going to do."

Sue looked over her shoulder and looked at Phil through the rear view mirror. "Phil, Rick's going to cum in my mouth and I'm going to swallow it."

"Damn girl, you are so making it hard to concentrate on the road!"

"Well don't get into an accident. It would be hard to explain to the police why you had a naked girl in the back of your truck."

Phil laughed and said, "Maybe, but I'm pretty sure we could negotiate our way out of a ticket."

Sue turned back towards me and continued to suck my cock. With the combination of her mouth and hands, I knew it wouldn't be long before I came. She sensed my approaching orgasm and sucked even harder. I bit my lip as I came, filling her mouth with my semen. Not surprisingly, Sue's mouth never left my cock and she swallowed every drop.

"Damn," I panted, "I think my toes have gone numb."

Sue let my cock slip out of her mouth and looked up at me with those innocent eyes. "Did I do okay?"

"Baby, you know you did much better than okay. Come up here."

Sue crawled up so that she was sitting next to me on the seat. She reached down as though she was going to pull her pants up, but I stopped her. "Maybe I should drive now."

Sue looked at me and smirked, "Maybe you should."

Without even hesitating I yelled, "Phil, pull over. It's my turn to drive."

Phil looked over his shoulder at me and said, "Are you serious?"

"Yeah brother, I'm sure. Pull over as soon as you can."

It only took a couple of minutes for Phil to find a break in traffic that let him change lanes so he could pull over onto the shoulder of the highway. Once he was stopped, he shifted into "Park" and turned around in the seat facing Sue and I. Sue was sitting with her legs slightly apart, and lightly running her fingers across her pussy.