It was 3:40 pm when Mrs. Julie Darlene Mason got out of the taxi at the Omaha, Nebraska Marriott hotel. It was a raw day in late March. A steady rain was falling as the bellman lifted her small suitcase and escorted her to the check-in desk. There, she identified herself and was given a key to her husband Gary's room.

Once in the room, Julie had the bellman put the case on the bed and gave him a generous tip. She slid into the plush chair and rubbed her face. It had been a more grueling trip from New Jersey than she'd expected. The 8 am flight had a connection in Chicago that had been delayed for several hours.

Julie was a high school biology teacher and had taken a personal day to enjoy this long weekend, mini-vacation with her husband. Gary had been working hard, and found out on Tuesday he would need to stay over the weekend for a Saturday meeting. He had called Julie and asked her to join him.

At first she hesitated, knowing she had her own job to attend to. An evening flight would have gotten her in late, and it just didn't seem worth it for a trip to Nebraska. Gary persisted, however, and told her she should take the day off. She said she'd think about it.

Gary called again on Wednesday and said he thought he could get off a little early on Friday, considering the Saturday meeting, and they could go out for a nice evening. Julie relented and she said she'd be in early Friday afternoon. She half expected Gary to be in the room when she arrived.

After stretching the stiffness of the trip away, Julie picked up the room phone and called Gary's cell phone. He answered and said he was running a little behind, but should be back by 5:30. He suggested she take a slow bath and meet him in the downstairs lounge then. She should be ready to go out.

Taking his advice, Julie indulged in a prolonged shower with plenty of hot water. As she toweled off, she brushed the steam off the bathroom mirror and looked at her reflection. At 46, she knew she still looked good enough to turn most heads. She was 5'6" and weighed 125 pounds. She kept trim by working out every day after school.

Julie's eyes were a very pale blue. Her hair had always been deep red, and for years she tried to tone it back. But with all the fashion models going red these days, she brought it out as brassy as she could, keeping it perfectly straight and shoulder length. Speaking of perfectly straight, she also had a great smile, white, white, perfect teeth and full lips she liked to highlight with lipstick that matched her hair.

Yes, Julie knew most of the boys in her biology class fantasized about her. So did most of the male faculty. She'd actually had affairs with two of her fellow teachers before she learned her lesson about not screwing where you work. Gary found out about the second one, the football coach, and she barely kept her marriage together. Given his poor reaction to what he did learn, she didn't have the courage to also mention her first affair.

Julie also never mentioned her student teacher of two years ago. Paul had spent the semester practicing what he'd learned in college on her classes. It was great experience for him and a nice break for her.

Fortunately, or unfortunately, Paul was simply drop-dead gorgeous: tall, slender, blue eyes, blond hair. Some of the female faculty would say some pretty crude things about what they'd like to do with him.

Julie and Paul had gotten along great and she often teased him about how the girls in class undoubtedly fantasized about him. He, on the other hand would ask her advice about how to handle things. He told her about some of the student parties he was invited to, and even showed her a couple of notes the girls had written him.

Julie was shocked, literally. A couple of juniors, very popular, cheerleaders had written what they'd do in explicit, clinical detail. Both, it seemed were very eager to give him a blowjob and perhaps continue on from there. Julie, of course, counseled him to resist these underage, "sirens", as she called them.

Once, about 3 weeks before the end of the semester, when she and Paul were in the teacher's lounge alone, and Paul was relating the latest suggestions of the coeds in class, Julie laughed, but pressed him further.

"How do those notes make you feel?"

"To be honest, some of them get me pretty hot."

"Calm down, big fella," Julie teased. She knew he was living in an apartment away from college during this semester and he had no access to the coeds on campus.

"Seriously, though, Paul, what do you do? I mean I know you're not old enough to go to any of the bars, yet." Julie knew because Paul told her he would 21 the Monday before his student teaching would end. He had asked her if she'd go with him to get his first drink when he was legal. To be a good sport, Julie had agreed.

"Well, I've got ole reliable here," Paul said with a laugh as he held up his hand. Julie groaned, but smiled.

"I really shouldn't be telling you this..." Paul's voice drifted off.

"What!" Julie was excited. What would this young hunk reveal? Illicit "contact" with one of the girls from class? She had often speculated that it might happen. Be difficult for him to avoid, really.

"Well, um, you know Mrs. Cohen?"

Of course Julie knew Shelly Cohen, taught Spanish and French, pushing 40, about 35 pounds overweight -- made for great tits, though -- bit of a horse face. A few years ago, she and Gary had met socially with Shelly and her husband, Stan for a short time. Mostly what killed it was Stan. He was boring, even for an accountant. Neither Julie nor Gary could stand him.

"Sure, I know Shelly." My god, thought Julie, not Shelly!

"Well, she's been sucking me off a couple of times a week."

"WHAT!!?? Jesus, you're telling me this now, when we have a class? To be continued, that's for sure!"

Except it wasn't continued. They never spoke of it again, not until that last night. Not that Julie didn't want to, but Paul never brought it up again, and Julie didn't feel comfortable pushing him on it. He probably felt embarrassed for bringing it up in the first place. It really gnawed at Julie though.

When observing from the back of the room, Julie's mind would sometimes wander. Shelly's getting some of that, Julie thought, torturing herself with the imaginings. Paul could get practically anyone he wanted. Why was he settling for Shelly? Julie knew the answer. Shelly had given it to her.

During the brief time when she and Gary were paling around with Shelly and Stan, the women formed a close friendship at school. They talked about lots of things, but one of the things that shocked Julie about Shelly was how openly her friend discussed sex.

Julie just never felt very comfortable talking about that aspect of her life. Not Shelly, though and she had plenty to say that shocked Julie (and eventually Gary as Julie related her conversations with Shelly at home).

Shelly had led, and was still leading a very active sex life, at least by Julie's standards. What amazed Julie most was how Shelly still carried on despite the fact that she was married.

"Well, Jules, I still get urges that can't be satisfied at home," Shelly said with a wink. Shelly was the only person ever to call her "Jules", but Julie never corrected her.

"Um, hello, what about Stan?"

"Um, hello, Jules, you've seen Stan, there are better specimens, you know." Stan was short, about 5'5", wiry frame, but balding. The only time Julie had seen him without his shirt, his hairy back disgusted her.

"So you just cheat?"

"Not cheat exactly. Stan knows I go out. He's not blind; he sees how I dress. He knows what's going on, we just don't discuss it. Before we got married, he caught me stepping out on him, once. We had a long discussion where I told him it was just physical. I loved Stan, but also enjoyed other, better looking guys.

"You know Jules, I've never been the best wrapped present at the birthday party, myself." You don't say, thought Julie, maliciously. "But I found out in high school you could attract better quality if the guy knew he could expect something for his troubles. I was always quite popular.

"The secret is letting the guy know you're willing. Very few guys will turn you down," Shelly concluded with a huge smile.

Early on, Julie had actually accompanied Shelly on a Thursday night out. Privately, she thought Shelly was, at best, exaggerating. Basically, she just wanted to see what really happened.

It started one day at school when Shelly told Julie she was going to check out a new place Thursday night and asked if Julie would like to go along. Julie hesitated, but knew Gary would be out of town that night and, unfortunately, so did Shelly.

"Come on," Shelly nagged, "it'll be fun, and you know Gary is out of town."

Unable to think of any really good excuse not to, Julie agreed to go.

Julie insisted on driving so she could control things. She didn't want to be at the mercy of Shelly should she want to leave. After all, she wasn't even sure what, exactly, Shelly was into. Could be some relatively harmless visits to male strip shows. Julie half hoped that's where Shelly would take her. She'd never had the nerve to go to one alone, but was curious.

It was just after 9:00 pm when Julie arrived to pick up Shelly. She went to the door where Stan greeted her. When Shelly emerged from the bedroom, Julie was totally surprised. Shelly was actually dressed quite well in dark slacks, white blouse, and a 3" heel.

The only questionable aspects of Shelly's attire were her blouse, and her lipstick. Shelly had remarkably large breasts, and the blouse and underlying bra played their size to Shelly's complete advantage. It was low cut, but stopped just short of being sluttishly so. Still, Shelly offered plenty of cleavage. The bra seemed to arrange things into perfect spheres. No doubt Shelly also wore an extreme corset of some kind as her figure formed a nice hourglass, albeit somewhat top heavy.

The lipstick was bright red and so shiny it looked wet. Shelly had a full mouth with puffy lips. It must have taken quite a bit of lipstick to get the effect. It did make her come off as something of a tart.

Leaving the house, Stan wished them a good time, and playfully cautioned them not to stay out too late. When he leaned in to kiss Shelley, she offered her cheek. While the coldness surprised her, Julie wouldn't realize the full extent of that surprise until the evening was at an end.

As they headed for the car, Julie thought that Shelly had actually cleaned up pretty well for their night out, but there was no doubt in her mind as to who was better looking and more desirable. Julie was sure her slimmer figure combined with her near perfect face would draw much more attention than Shelly would attract. Secretly, Julie was very please with that.

With Shelly navigating, the women found their destination with no trouble. It was a new bar to Julie's disappointment -- she really had hoped to see strippers. Inside, Shelly directed Julie to two empty seats at the bar.

The place wasn't crowded, yet. Shelly said she preferred the bar because they were more approachable there than at a table. Sipping their drinks, the women faced each other and made small conversation. Rather than looking at each other, however, each was surveying the premises.

People were entering at an increasing pace until, at shortly past 10, the place was rather full and things were picking up. The women were on their third round of drinks at this point, although they had paid for only the initial one.

Several men had stopped by to chat. Most appeared to be in their late twenties or early thirties, professionals who were still establishing careers, not settled down yet. Some were from out of town, in town on business, staying the weekend, just out for some fun. All of them spent the bulk of their efforts at seducing Julie. Yes, they looked at Shelly, but only to gawk at those huge tits. Julie supposed that, for a young single man, the temptation would be impossible to deny.

Secretly, however, Julie was absolutely delighted that these men, all very attractive were coming on to her. It excited her in a way she hadn't imagined it would. She knew she was almost old enough to be the mother of some of them, and it was something of an ego trip that they still found her attractive.

And the men were virtually ignoring Shelly. She thought Shelly must be furious that she'd brought Julie along seeing how Shelly could get no attention in the presence of her more beautiful companion -- despite flaunting those knockers.

Then it all fell apart for Julie.

It was about 10:30 and began innocently enough. Two guys, good looking, mid to late twenties, came over and began chatting with Julie. Shelly reached over and gently pulled on the taller one's arm until he turned to face her. She flashed a bright smile. For a brief moment her full red mouth over powered her chest.

Shelly reached her hand behind his neck, pulled his ear to her mouth, and whispered something. Julie hadn't heard what Shelly said, but the man pulled his head back and said, "Really, what?" Shelly pulled him back in and again whispered. The man nodded. She whispered again, and he nodded for the last time. Shelly turned to Julie.

"Would you mind my bag for a few moments?"

Without waiting for a reply, Shelly linked her arm into the man's and they strolled off. Julie watched with her mouth open until it appeared from her seat, they walked out the door. She wasn't sure, however, because of the crowd. She turned back to the other guy.

"What was that all about?" he asked.

"Actually, I have no idea. This is the first time I've been out like this with her."

They remained pretty much like Shelly and her guy had left them, not knowing what to say to each other. Drinking in silence, they finished their drinks and he ordered another round. This got them talking again, but just as they did, Shelly returned, alone.

"Where's Max?" the guy who remained with Julie asked.

"He's just over there," Shelly said and nodded her head in the direction of his friend who had stopped to chat with a couple of other guys about twenty feet away. The man left to join his buddy.

Julie and Shelly looked at each other. Shelly was a bit of a mess. Her hair was mussed and her lipstick was all smudged. Seeing the look on Julie's face, Shelly spoke, while pulling a compact from her purse.

"Am I a mess?"

"Did you just screw that guy?"

Shelly laughed. "Lord no, was I gone that long? Just a blowjob, that's all."

"A what?!"

Shelly laughed again. "You heard right. I sucked him off. In his car. Do you want the details? How big he was? How hard? How much he came? Did I spit or swallow?"

"You're putting me on, right? You know that guy and set this up to, what, shock me? Have some fun with my reaction?"

"Jules, honey, it happened. I'm sure you're shocked enough."

"But, why?"

"As I told you, Stan's not the most exciting guy around, so I use a lot of fantasizing in our relationships. It helps me and, believe it or not, Stan benefits, too. Doing what I just did to that guy has put me in a good mood for Stan later.

"We'll have much more fun in bed because I'm so cranked up right now. You know a lot of women look at naked guys in magazines or in videos and get all worked up over their cocks. They use them for fantasies. They masturbate thinking and viewing them.

"I know you guys watch adult videos, you told me. What happens when the guy climaxes, and shoots his load all over the woman? Does it get you hot? Especially, when he has a really big load? Well, I just took that one step further. I actually saw the cock, touched it, sucked it, got that load.

"That cock in my hand and then my mouth sent shivers through me, right down to my pussy. My clit was twitching, is twitching. I'll be taking that home for Stan's benefit. He knows what he's getting out of this and that's why he's Ok with me going out. He doesn't know all the details, nor does he care. He just accepts his good fortune. And believe me, it is his good fortune."

Julie had just stared as Shelly spoke. She was speechless. Just then, a couple of new guys stopped. This time, they spoke primarily to Shelly, virtually ignoring Julie. After a few minutes, they left. Almost immediately, a tall handsome gentleman said hello. In very short order, Shelly had her arm linked with his as they strolled out the door. Julie's head was spinning.

During the ten to fifteen minutes Shelly was gone, a nice looking man in his mid-thirties stopped and began chatting with Julie. She couldn't remember anything either of them said. She was just amazed at Shelly.

When Shelly returned again, she was freshly made up and her hair combed.

"I stopped in the ladies room to freshen up," she said.

The guy Julie was talking to immediately started talking to Shelly, but she pretty much ignored him. Rather, she began talking to this really young guy who just sat down on the bar stool next to hers. He barely looked legal to Julie. In fact the bartender carded him, even though there was a bouncer at the door who did that. Within ten minutes, Shelly and her young man left!

While Julie was left gasping at what was happening, the guy trying to have a conversation with her, got her attention.

"Are you going to let your friend have all the fun?" he asked with a slight leer.

At that moment, she couldn't think at all.

"I'm sorry," Julie said, "I have to go to the ladies room." She picked up both purses and walked out the door.

In the parking lot, Julie looked around for Shelly, but she was nowhere to be seen. Julie walked to her car, and stood by the door, scanning the lot. After a few minutes, she saw a car interior light go on as a door opened. Shelly got out first, then the kid. They started back to the bar. Julie spoke loud enough to be heard.

"Shelly, over here, I'm over here," Julie called.

At the same time she opened the car door so Shelly could see the light. Shelly waved goodbye to her date(?) and walked to Julie's car.

"I've had enough. I need to get out of here," was all Julie could manage, as she climbed into the drivers seat. Shelly got in the other side.

Shelly did all the talking as Julie drove her home. Basically she just blabbed on. How Julie must be surprised. How she had been about ready to go anyway, the kid really sent her over the edge, great cock, huge load, delicious. How Stan was really so understanding of her needs, how she really did love him.

Shelly told Julie how she really didn't screw around on her husband, just the oral sex, to get her mind fuelled. She really didn't do it that often. Yes she went out regularly, but she didn't go down on some guy every time. Tonight was special. She never went with three guys, just one. Ok, sometimes two, but that was rare, indeed. And on and on. It seemed like Shelly needed to just talk, a stream of consciousness.

At Shelly's house, Julie asked if she could use the bathroom before driving herself home. In the living room, Julie was shocked for the umteenth time that night when Stan stood to greet them and Shelly greeted him with a full, open-mouth, deep kiss. When she came out of the power room, Julie caught Stan pawing Shelly. He straightened up quickly, and Julie saw what appeared to be a "tent" in his pants. But it was so small, she wasn't sure.

Driving home, Julie was disturbed by many things. But the thing that confused her most, was how turned on she was. Her panties were soaked. She had been thoroughly disgusted with Shelly's behavior, or so she thought, so why this feeling.

At home, she undressed, retrieved her favorite vibrator and spent an hour and a half pleasuring herself. She relieved the entire evening, climaxing more times than she could ever remember.

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