That's What Friends Are For

"Yea, I decided to stay for a little while," Phillip said. He took off his shoes and socks, rolled up his pants and let his feet dangle in the warm water.

"Sorry if I scared you, I just thought it'd be funny," Liz said.

"That's OK. It was pretty funny." Now Phillip was even more confused. Was Liz really just being funny and feeling the effects of a lot alcohol? How much was the free flowing booze affecting him?

Before he had time to think more another couple came over and began talking to them both about how great the party is. Phillip let his gaze wonder around the backyard in an attempt to calm his libido. He scrutinized the pool and the other people who were partying. He looked up at the night sky and examined the stars, taking a few sips of his beer. It took a second to hear Liz calling his name.

"Huh? I'm sorry, I was lost in my thoughts," Phillip said. Liz was standing up in the pool, close to the edge next to him. Her incredible cleavage was unavoidable as he looked down at her to talk.

"I said, take your pants off." Phillip froze and scrunched up his face, looking at the couple standing nearby.

"What?"

"We're going to play a pool game and we need you, so unless you have a bathing suit somewhere, you're gonna have to go without."

Understanding a little better, Phillip answered, "Go without?"

The other woman, Mary, answered, "Yea yea, just go in your underwear, it'll be fine. Jules is." Mary motioned across the yard and Phillip saw Jules standing next to a group in soaked boxer briefs.

"Yea but..." Phillips alcohol fogged brain flashed to what kind of underwear he was dressed in that night. Most of the time he would be clad in boxer briefs like Jules, but tonight he had donned a pair of plain black briefs, so the effect of wearing them around the pool would be like wearing tiny speedos.

Seeing his hesitation, Liz jumped in, "C'mon silly, it'll be fine."

Most likely, the alcohol coursing through his veins was affecting his judgement, but Phillip saw the way Liz was looking at him and his mind flashed back to the way her body looked back in the spare bedroom. He felt a tingling sensation in his balls as his dick started to get hard again. He knew when he took his pants off and got in his pool that his erection would be on display to everyone, but what the hell right? It's a party!

Phillip walked over to a chair and placed his shirt on the back. For a moment he felt self conscious about his body again, but looking around he realized there was no reason to be. He worked out, lifted weights, ran. He was tall and relatively thin. He didn't have bulging muscles, but he looked pretty athletic. Long and lean.

Taking his pants off he couldn't help looking at the polaroid that Liz had placed in his back pocket. It wasn't the best quality picture of course, but it was plenty good enough to see her gorgeous chest again. He smiled and then put the photo back into his pants. A couple pairs of eyes followed his nearly naked body as he walked back over to the pool and got in, but he tried to ignore them.

Phillip swam over to Liz and said "Well, lets get this game going."

Practically beaming from ear to ear, Liz agreed. Phillip was sure she'd caught sight of his erection beneath the tiny briefs and smiled back at her. For their part, the other couple seemed not to notice. They were going to be playing two on two water volleyball. It'd been a while since he'd been in a pool, but the area they were playing in was shallow enough for everyone to be able to stand up and not have to swim the entire time.

Back and forth the couples went, launching the ball over the net and volleying it back. Mary and James would score a few points, and then Phillip and Liz would score a few. A particularly competitive round led to the ball going back and forth for several intense minutes until Phillip finally scored. Liz shouted in triumph and high fives Phillip. Then, surreptitiously, Liz reached under the water and pinched Phillips butt. Startled, Phillip glanced at Liz, smiling uncontrollably.

"Oh sorry," Liz said, with a look that said she obviously wasn't as she swam a few feet away. When the game ended the foursome got out of the pool and sat at a table, drinking a few more beers. Liz sat next to Phillip and placed her hand on his knee under the table. As the group talked her hand slowly rose up his leg. Minute by minute it traveled up Phillips leg, having the effect of driving him wild. The game had given him a chance to calm down some and get rid of the sexual desire running through his brain. Then Liz had gone and pinched his butt and now her hand was teasing him. His erection was back in full force.

Finally, while laughing at something James said Liz moved her hand to Phillips crotch and grabbed his hard dick. After holding it there for a few seconds she removed it and used it to wipe pretend tears from her eyes.

Phillips brain flooded with adrenaline as he glanced around the yard. No one else was outside now and he couldn't see anyone inside either. He dimly recalled a few people saying goodbye to Liz while they were playing the game.

After another 20 minutes of drinking and talking, Mary and James said they had to leave and made their exit. Liz walked them out and Phillip finished drinking one last beer. When Liz returned, Phillip was putting his shirt back on and getting ready to leave.

"Oh hey, where you going?" Liz said bouncing over to him, her amble breasts just barely contained in the still wet bikini.

"I just figured the party is over, time to go" Phillip said. He couldn't help his eyes wandering over her body again. His mind was flushed with lust as he gazed at her strong legs, ample hips and delicious rack.

"Sit down and stay for a few, I want to talk to you for a minute, I'll get you another beer," Before he had time to object, Liz was walking away to grab him a beer. Not bothering to put his pants back on, Phillip sat down as his mind raced through the possibilities of what could happen. What was he doing? This is his best friends wife for crying out loud!

Liz returned and sat down next to him. Opening the beer and take a large gulp, Phillip decided to think and let Liz do the talking.

"I know this night has been a little crazy, and I'm sorry if I've disturbed you. It's just... I know you and David are good friends, but... like I told you before, our romantic life is at rock bottom right now. I've tried everything. I've lost weight, I've tried to wear sexy clothes around him, I tell him I want it.. uh... sex I mean. Anything. He's just not interested. He doesn't even kiss me anymore. He just tells me he loves me, and even that sounds grudging."

"I'm sorry Liz," downing the beer Phillip turned to her again. At the mention of sex and clothing, his dick began to stir again. He couldn't help it. At least now he had a shirt on though.

"I know, I know I shouldn't be telling you this. But it's hard for me right now." Liz leaned closer to him and dropped her voice to a whisper. "I just feel like I need some physical attention, that's why I've been flirting with you so hard tonight. It felt good to have someone safe show interest in me. I have... needs."

Liz was breathing hot on his neck as she whispered in his ear. She placed her hands on his shoulders and kissed him, like she did before, with a hunger. Phillip tried to resist, keeping his hands at his side, but he didn't pull away. Liz's pulled him closer and kissed him deeper. Liz reached behind her and undid the clasp holding her top together and let it fall into her lap. Her gorgeous, pale breasts spilled free. Phillip pulled away, his eyes locked on her tits and his mouth agape.

"Liz I ..." Before he could say another word, Liz grabbed his hands and mashed them onto her boobs, then dove in to kiss him more. It was over for Phillip, he couldn't resist anymore. His hands squeezed her body and returned her ravenous kisses. Her soft skin in his hands felt amazing and his engorged dick felt like it was trying to burst through his briefs.

Liz broke the kiss next, seemingly out of breath. Her skin flushed and she was breathing heavy. Phillips eyes found her breasts again and fondled them more with his hands. For her part, Liz's eyes found his crotch and the unmistakeable bulge straining against the cotton fabric. She stood up and Phillip stood up with her, now towering over her. Liz hooked her fingers in the fabric of his briefs in slowly started moving one hand inside.

"Hmmm... what have we got here?" Liz said playfully as her hand moved over his dick. His lust fueled penis felt hot in her hands, wrapping her fingers around his shaft and feeling how thick and long it was. She moved her hand and cupped his balls, realizing everything about Phillip was more... generous than David.

Phillips mind went momentarily limp as her hands moved over him, involuntarily moaning as she grabbed him. Looking down he saw something he never thought he'd see. Liz's face was looking up at him, her eyes closed and her mouth slightly agape. Phillip could see her beautiful cleavage and her tits, beyond that he saw her hand plunged into his briefs and moving over his dick.

Liz wasn't sure what she wanted, except that she wanted to see Phillips dick, after that she didn't know. Was she going to fuck him? Her body yearned for sex, but mentally she wasn't sure if she was ready to cheat on her husband... with his best friend of all people. Before she could get cold feet, she took both hands and grabbed the elastic waste band, pulling them down to his feet.

She hesitated a moment before looking, reveling in the fact that for the first time in months, there was a naked man in front of her. She looked up and her eyes boggled. Maybe it had been too long since she'd seen one, or maybe she'd underestimated how big it would be based on how it felt, but to her eyes Phillips dick looked huge. Long, thick, and beautiful. Her tits hardened and she felt the need of her body grow as she took in the rest of his body.

"Take your shirt off" Liz ordered. Phillip complied and she looked over his body again. Lean, muscular, and with his long dick protruding out like a flag, the whole effect drove her wild. She knew what she wanted and she wasn't going to give Phillip a chance to say no. His heavy breathing caused his chest to rise and fall dramatically, she grabbed hold of the shaft with both hands and felt how hot his dick was. She couldn't remember a time that had been this erotic with David. Even when they had sex a long time ago, it was clinical. Like a chore to be performed.

Liz smiled as she continued to ogle Phillips cock. She used her left hand to cup his balls, fondle them back and forth, and she used her right to slowly start jerking him off. A previous boyfriend had told her she had a tendency to squeeze to hard when she was playing with his dick and had taught her to be firm, but gentle. She put that lesson to use now as she gradually increased the tempo of her strokes. Phillip moaned, loudly, and put his hands up to his face in an attempt to control himself.

Liz marveled at how big it was. She knew basically what to expect after seeing Phillip prance around in soaked briefs for so long, but she was still surprised she'd never noticed how big he was before. She must have been consciously or unconsciously avoiding looking at his crotch. She used to try and size guys up all the time, like a mental game. Her eyes were always on the lookout for tell tale signs of tenting in mens pants. But somewhere along the way, when sex had become boring with David she must have switched all that off.

Now she was very aware of every inch of Phillips long, thick penis. She examined the veins bulging and the color of the head. She noted how the head of his penis was a little bit thicker than the shaft, a real feet considering how thick the shaft was already, giving it a slight mushroom look. Measuring, she placed both her hands on the shaft and noted possibly two inches protruded beyond her hands including the head.

She wanted to taste it so bad, especially now that it was right in her face and she'd been listening to Phillip grunt and moan. Now he started to thrust into her hands, fucking them with his desire. He might not have even realized what he was doing. Seeing his body thrust back and forth made her picture what it would feel like if he was plunging in and out of her body...

Liz moaned as she opened her mouth and kissed Phillips penis. Phillip practically cried out. Liz kissed it more, opening her mouth a little more and using her tongue. Rolling it around the head of the big dick, she made sure the whole thing was nice and wet. She held onto the shaft with her right hand and braced her left hand against Phillips body. She wanted his dick, but she wasn't ready for him to thrust into her mouth real hard just yet.

"You like this?" Liz asked sweetly, looking up into Phillips eyes with his dick sliding into her mouth. Phillip nodded frantically. Liz slowly removed the dick from her mouth. "What do you like?"

Phillip took a deep breath and said, "I like your mouth on my dick."

Liz slid it back in, feeling its warmth in her mouth, its thickness keeping her teeth wide open. She rolled her mouth around it and moved her tongue all over the sensitive head. Then, in quick succession she plunged it in and out of her mouth several times. Phillip yelled and grabbed a hold of her head.

Liz pulled the big dick out of her mouth and gasped slightly. "Sorry, I couldn't resist, but you're going to have to be more quiet."

Phillip then remembered his best friend, and her husband, was still in the house. He should feel sorry, but right now the erotic sexual energy mixed with alcohol was banishing all those thoughts from his mind. In the state he was in, looking down at Liz and her gorgeous body, his dick enveloped in her warm, wet mouth, he didn't care about David at all.

"Liz, do you want to touch yourself?"

She smiled around his dick and said "Mmmm hmmm..."

"Do it then, touch yourself, imagine my big dick being in you and touch yourself," Phillip said, pushing his hard dick a little further into the back of Liz's mouth. The feel of her lips and tongue cut through the alcohol and set his body on fire.

Liz took a moment to take off her bikini bottom and then assumed the position again, happily jamming Phillips fat cock back into her waiting mouth. She loved it, loved having a dick in her mouth again, but felt especially glad that it was Phillips, someone she trusted. Still stroking him with her right hand as she moved her mouth up and down, she used her other to begin exploring her own sex, feeling her body tremble as she did so.

"That's right Liz, good girl. Do you like being told what to do?"

Liz nodded her head up and down and hummed "mmmmm hmmmmm" with her lips still gliding up and down the long shaft of his manhood. For a moment she removes her mouth and looks up him, her heaving chest lifting her breasts. "Lets move over here away from the pool... and the light."

Liz's knees were hurting here on the concrete by the pool. She walked silently with Phillip over to the grass. Before resuming her assault on his penis, she grabbed his head and pulled it down to her breasts. Phillip didn't need any more encouragement. His mouth opened and enveloped her right nipple, his hands wrapped around that same breast and smashed it against his face. Phillip moaned uncontrollably as his tongue flicked back and forth across her tight nipple.

As good as it felt, Liz wanted to get back to work. She pushed him away and happily kneeled down in the much softer grass. She kissed his dick a few times before sliding it back into her mouth, frantically going to work. Up and down her mouth plunged on his dick as one hand caressed the shaft. Her other hand reached behind Phillip and grabbed his butt, gently pulling him closer to her.

Liz can't believe how good she feels as Phillips hips buck into her, pushing his dick into the back of her throat. She slides a few fingers inside herself again as her mouth finds a wonderful rhythm on his dick. She wants him to cum.

"Please cum Phillip, fill my mouth up," she moans as she takes his cock again. Faster than ever now, Phillips hips are fucking her face and she feels it swell in her mouth. She grabs his balls and gives them a light squeeze, begging for the release.

"I'm gonna cum right now, ohmygod," Phillip practically yells. With one final, unintelligible moan, it begins. The best orgasm he's had in years washes over him as jets of his seed shoot into Liz's mouth. Thankful for the warning, Liz slid his dick out of her mouth so that just the head of his penis was past her ruby red lips. Swallowing the first load quickly, she was ready for the next as she milked his dick for everything he had. Hoping for more, she swallowed another mouthful and then closed her mouth around Phillips throbbing penis as his spurts slowed to dribbles. Thrilled to be back in her mouth, Phillip thrusted a few more times to finish his orgasm and one last little jet of cum flew into Liz's mouth. She loved it.

When he had enough, when his load subsided, he removed his dick from her mouth's embrace and stood over her, watching her flushed face as Liz closed her eyes, saw her fingers continue to probe her vagina and plunge inside of herself. He stared at her gorgeous breasts again and knelt down in the grass to get a closer look. Not satisfied, he leaned over and took one of her nipples into his mouth, loving the sound of Liz's voice as she said, "Oh god that feels good." He grabbed the breast with both hands and sucked on her nipple a little harder, rolling his tongue over it and loving every second of it.

It'd been so long for her Liz wasn't sure she was going to be able to, but now with Phillip attacking her breasts she knew an orgasm was building, and it was going to come soon. Her body was on fire and she felt electricity flowing from her head to her toes. She'd love to ...

"Oh, Phillip. Oh god. Please... I want you. Want to feel you inside me," she begged, pure lust clouding her brain.

Just then, Phillip forcefully grabbed her hands and pulled her up so she was standing, within seconds he turned her around and bent her over the nearby picnic table. He'd felt his dick harden again as he sucked on Liz's breasts and knew from her vocalizations what she wanted. What she needed. Without thinking, he jammed his penis into her fast and hard, causing her to cry out from the sudden large intrusion. Liz slammed her hand down on the table.

Now, bent over the table, her upper body pressed against it like a common whore Elizabeth felt her body about to explode. Phillips thick member prodded in and out of her, his body pressing up against her ass firmly as he pushed it all the way in.

With all of his weight pushing into her, Phillip reached around and grabbed her breasts, both hands roughly tormenting her, "Come on baby, come on. I know you need to." Liz couldn't take it anymore, her body had built to a peak and exploded as Phillips long dick slammed into her again. When he felt her orgasm hit her, he picked up the pace of his thrusts a little and Liz cried out in a combination of ecstasy and agony.

"Oooooh god... keep going ... please, yes... uuhhhhhggghhhh," not able to hold herself up at all, her body went slack. Only able to mutter, "don't stop..." as she rode the waves of her orgasm. Afraid of hurting her, or making her uncomfortable, Phillip slowed his thrusts to a very slow, careful in and out motion while Elizabeth rode her orgasm to its final completion.

"God Phillip, that was amazing, fuck... its been so long for me," Elizabeth said, still out of breath.

"Liz, turn around," Taking a deep breath, Liz rolled over so that she was lying on her back on the table, her legs still hanging off the side. Phillip grabbed them and moved his body close to hers again. "I still want to cum in you baby."