Set Up

It had been a moderately fun get together at the in-laws. There was a lot of wine, beer, and warm, west coast weather cheer. But it was time to go home. My wife, Kate, was ready to call it a day and our friend, Beth, was spending the weekend with us. She had just recently gone through a bitter divorce, so it was obvious Beth was distracted. She only knew a few people in our family and it seemed obvious to me she wasn't completely comfortable. As her hosts, we felt it was a good time to head home. Plus, our two kids were over stimulated and needed to be put into bed.

Beth is my wife's best friend and at times practically lived at our house when her husband was away on business. We've flirted mercilessly over the years, but obviously respected each other's marriage. I've toyed, but value her "best friend" status with Kate, so I've kept my thoughts and desires to myself. Also, cheating on my wife was not an option for me.

The sun was now setting over the mountains and it started cooling down by the time we arrived home. Beth shivered slightly saying, "I should have packed warmer clothes."

"Do you want one of my sweatshirts?" I asked.

Kate answered for her, "Josh, go sit with her and keep her warm. Do you need another beer? Beth, more wine?"

Beth smiled as I moved over to the bench and put my arms around her. She sighed into my body. Her hair hinted of shampoo... of... mango. I kissed the top of her head. Beth and I had been physically affectionate before. A peck on the lips is a typical greeting. We've physically touched and caressed before during times she would come over for a visit, to drink a glass of wine, and smoke a cigarette with Kate. I was always invited into their conversations and typically the one to comfort Beth in the latest drama of her marriage. So, Kate has never been jealous of me being affectionate with Beth. It was encouraged, in fact.

I figured this was going to be how the rest of the evening would unfold. The three of us would chat about Beth's new life ahead. They'd drink another bottle or two of Chardonnay while I enjoyed some Scotch and a cigar. We'd while away the evening outside on the deck until it was much too late. It would be a typical evening in coastal California between the three of us.

Obviously, Kate was checking in on the kids, but she shortly returned with our fresh drinks. Now, Kate is a beautiful woman and wears the extra pounds from our two kids with class. She is tall with moderately large breasts. Her long brunette hair, usually pulled back in a ponytail, was down tonight. She swiveled into her chair with a twinkle in her eye and a proud smile as she looked across the table at Beth and me on the bench.

Kate stated, "The kids are sooo asleep after all that activity. I hope they let us sleep in tomorrow."

"That's what the playstation and the satellite dish are for." I answered.

Beth shifted, grabbed my wrist and repositioned my arm across her breasts with her back now folded into my chest. I couldn't tell, I couldn't see Beth's eyes, but there was some form of communiKateion going on between the women and I was not in the loop. But I kissed the top of Beth's head to try and be "in the know."

Kate was silent for a few minutes as she watched Beth nuzzle closer, my arm attempting to be a blanket across her chest. She finished her cigarette and suggested, "We should go to bed."

"It isn't THAT late!" I protested. I didn't want to leave the comfort and warmth of holding Beth. Besides, my wrist was being pressed into a firm breast. I wasn't ready to let this moment go.

"No," Kate smiled, "We should all go upstairs. Together!"

I was stunned. My heart started beating in double time. Beth giggled in that sexy, devious way of hers. In a moment, it was obvious they had planned this tryst and I was being happily set up.

My brain registered a thousand thoughts in an instant. I flashed on the only two times I'd ever had threesomes, both while attending college. The first was in the freshman dorms with two girls from the other side of the building. They just took turns with me, however. They didn't touch each other. And, they hardly talked to me the rest of the year. The second threesome was hardly a threesome. It was simply another couple that wanted a cock in the girl's mouth while her boyfriend took her from behind. It wasn't all that special really and was over for me fairly quickly. But, this, this had a different feeling all together. And I couldn't fathom the fact my wife was offering this up as a possibility.

Beth released her hold on my fingers, held out my open hand, and repositioned my palm on her breast saying, "I'm going to need much more wine first."

"Uhmm," I stuttered. "Uhmm, Kate? All of us? In our bed together? Having ... sex?"

Kate coolly answered, "Beth hasn't had sex in months. You, my darling husband, are constantly horny. Beth and I have, uhmm, played once before. This will be fun."

Bam! With another shock to my system I questioned, "The two of you? How? When?"

Beth calmly, using every sex filled pore in her body, tilted her head upward from my shoulder to look at me, "It wasn't anything really. Last year's girl's weekend, we were drunk. We kept our pajamas on. But we kissed. And fondled each other's breasts a bit. But we passed out. She didn't cheat on you, if that is what you are worried about."

Kate stood and held out her hands. "Come on, you two. Let's move upstairs."

Beth peeled herself off my lap and I stood on very shaky legs. Kate moved into my arms for a kiss and a reassuring, "I love you."

"Are you sure?" I managed with a slight waver to my voice.

"Yes. Watch this."

Kate turned toward Beth. They slid into each other's arms and I witnessed a most erotic, passionate kiss. Their lips melted together, and for about a minute, I stood there transfixed with desire and stupid with anticipation of what awaited us upstairs.

They parted. Beth sighed and looked at me with a hint of embarrassment. Kate straightened her shirt and used her fingers to clean up her lips. She glanced in my direction, "I'm sure. This will be fun."

Beth downed a nearly complete glass of wine.

And with that we quickly gathered our wine paraphernalia and hastily left them on the kitchen counter on the trek up the stairs to our bedroom. Kate was first in the room and with one quick motion pulled the comforter and sheets completely off the end of the bed allowing them to cascade to the floor. Beth excused herself into our bathroom and closed the door. I didn't know what to do, so I walked around to my side of the bed and started to take off my shoes. I rarely undo the laces, however, this time I meticulously put a foot up on wood rail so I could at least appear in some form of control. Yet, my stomach was flipping and jumping. My penis was rock hard and obvious. Kate vanished into the walk-in closet just as Beth came out of the bathroom. She just stood there. It was my turn to take control.

I motioned to Beth. "Come here."

From the closet came, "Josh, would you please remove her clothes!"

I smiled as Beth and I met at the foot of the bed. I put my hands to her face. "I've wanted to do this for a long, long time." And I gave her a deep kiss. Our tongues danced. It was a kiss that resembled nothing of our past greeting kisses. Our hands explored each other. I broke the kiss and used my trembling fingers to start unbuttoning her dress in the front until it was slightly open down to her waist. My hands went up to slowly push the dress over her shoulders. Beth turned her head toward the closet. My eyes followed to see Kate, nude, leaning against the door frame watching us. She looked alive. Her full breasts heaved with her breathing as she watched.

"Don't stop now," she said seemingly casually. Beth and I looked back at each other as her dress hit the floor. She was left wearing only white, lace boy-shorts and a white bra. She pulled her earrings off and placed them on my dresser. I reached behind her to unsnap her bra and was relieved it wasn't a difficult clasp. Her breasts kept their shape. They weren't as big as Kate's. But they were model perfect, rounded with small nipples that pointed slightly upwards. My hands had a mind of their own and cupped each one. It was the first time I'd touched naked breasts that weren't Kate's in the last ten years.

"You aren't undressed," Beth said in order to interrupt my trance.

I stepped back and pulled my sweatshirt and then T-shirt over my head while Beth joined Kate on the bed. They held hands and leaned back against the pillows and the head board. "Nice chest," mocked Beth. Now, I'm no male model. I'm 41 years old. But I've been a regular at the local gym for five or so years now. I exercise regularly and have continued to work my weight back to what it says on my driver's license. I don't have six-pack abs, but I don't have any sign of a beer belly either. I don't work out to bulk up. I work out to be as cut as I can. I'm proud of my physical appearance and have an exhibitionist streak. I, honestly, was a bit surprised I wasn't the first one naked.

"Can I see your penis now?" Beth asked.

I unbuttoned my jeans, carefully released my penis from my clothes, and dropped my pants and underwear in one quick motion. I stepped out of them pushed them to the side of the bed by my shoes. I was now naked. Only Beth was left with a hint of clothes on.

"Can I help you out of those?" I said to Beth as I climbed up onto our king sized bed.

"Yes, girl. You need to be naked," stated Kate. "Nude up!"

I reached down as Beth inched her ass up off the bed and carefully pulled her panties off her hips and down her legs, dropping them on the floor at the foot of the bed. Beth was shaved save for a small line of hair. She made a small attempt to cover up, but Kate grabbed her hands and leaned in for a kiss. I slid up behind Beth and put my hand on her stomach, slightly afraid of touching something too quickly. As Kate and Beth kissed, I planted small kisses on Beth's shoulders and arm. My hand moved up to cup her right breast from behind and she let out a small moan.

"You should kiss your wife first," hushed Beth as she slid out from the middle spot toward the foot of the bed and spun around to watch. I remained in a sitting position, but shifted in, twisted, and gave my wife one of the most passionate kisses of all our marriage. My hand found Kate's breast while her hand traced my chest with her fingers, curving up and over my shoulder and then back again. In the midst of my passion with Kate, I felt a pair of hands on my penis. One hand slid up and down the length and another weighed my balls. That was followed by a warm wetness and a tongue engulfing the head. I had to break my kiss with Kate.

"Umm... Look at that," I said to Kate. We watched as Beth lovingly enveloped my penis with her mouth. Her hands continued their own mission of stimulation while my hands continued to explore my wife. Kate's left hand and fingers found the folds of her pussy and she started to play with herself while watching the blow job.

Beth popped up from her handy work and said, "I can't believe you shave your balls. They are so smooth. I like it. A lot."

I answered, "I like that you like it." I've kept my balls shaved ever since my vasectomy two years ago. I like how it feels, too.

Beth then looked to Kate, "Can I fuck him now? I need cock inside me soon or I'll explode." Kate didn't even need to say anything, as Beth was straddling me and pointing my erection upward in the direction of her waiting pussy before she even finished her sentence. She took the head and slid it up and down getting her wetness and her saliva to join into one lubricant. With one hand squeezing her own breast and the other guiding the head to her entrance, she slowly sat down, one inch at a time, her hair cascading over her face. She felt tighter than Kate. It felt more glove-like.

"Oh my god!" was all Beth could say. Her eyes closed as she sat almost motionless with my cock buried as far as all eight inches would go. Some of her blond hair fell forward over her face.

"Do you like it? It's perfect, don't you think?" added Kate, her fingers still working on her clit while occasionally dipping into her vagina. I moved my hand over to help her, but she deflected my hand and asked for me to concentrate on Beth for a while saying, "She needs you right now."

Beth started to rock up and down. My hands went to her breasts and were then joined by hers. A soft moan escaped from deep within her as she continued her crescendo. As Beth appeared closer to her orgasm, Kate repositioned herself on her knees next to Beth. She pushed Beth's hair off her face and the two of them kissed deeply. Beth moaned into Kates lips in an orgasm. They hugged fervently. They kissed some more. My hands roamed over both their bodies, although I'm not sure they were even aware they were there.

Kate broke their kiss and bent down to take Beth's right nipple into her lips. Her tongue darted out and circled and flicked it. Beth dropped her head back in a low moan. She started moving on my cock again as it was still hard. My left hand caressed my wife's round ass. Upon feeling my hand there, Kate shifted her knees wider giving me access to play with her wetness. She was, indeed, wet. I removed my fingers to smell and taste the familiar slippery stuff.

As I returned my fingers to my wife's pussy Beth asked, "Can I have a taste of you, too, Kate?" Kate just moaned into her breasts in the affirmative. So, I got my fingers good and wet and held them up for Beth. She grabbed my wrist and sniffed briefly before snaking her tongue around the tips of my fingers. She moved deeper on my cock and sucked harder on my fingers. Kate kept playing with Beth's breasts. I returned my fingers to stimulate my wife. After a few minutes, Beth pushed Kate backwards and started bucking on my cock, flipping her blonde hair around like a go-go dancer from the '60s. Her breasts bounced freely. She ground down onto me with such a force I figured to be bruised later. Kate and I simply watched as Beth went at it. Ultimately, Kate just collapsed onto my chest in one heap. I hugged her as we breathed deeply. She occasionally twitched.

I glanced over to Kate. She had a smile on her face that communiKateed one part pride and another part lust. Her fingers were back between her legs.

I realized I had not yet had an orgasm. I was so hard. It was my turn.

"Beth, switch places with Kate." I said as I kissed the top of mango, blonde head again. She groggily rolled over to my right as Kate mounted me. I knew exactly what angle I needed to have my penis for Kate to enjoy this position. So, I scooted down so a lay completely flat. Kate slid down onto my coated, wet penis with ease. She squeezed her big breasts together and started to ride up and then come down hard. She'd grind there at the bottom a little bit before starting the motion again.

Beth nuzzled her head onto my shoulder and putting her hand on my chest to trace a finger around my chest hair. She looked up at Kate saying, "Look how beautiful she is. Kate you are so beautiful." I'm not sure Kate heard her. Her orgasm was coming on quickly. And I was right there, too.

I reached over to paw Beth's breast and said, "We're about to come." Kate let out a long moan and ground down on me again. Beth got on her hands and knees and kissed me while I played with her hanging breasts. I moaned into her mouth, as I was about to come.

When I did, I almost thrust Kate into the ceiling. She landed back down on me with such a force I was going to be bruised for sure. She came hard. Grinding. Wet.

We all sort of collapsed and held each other for a while. I stayed inside Kate for a bit until she slid off of me over to my left on the bed. Her eyes were closed but her hand ran up and down my body silently. Nobody really said anything. I played with Beth's breasts some more and traced the little points of her nipples. Since she had turned around a bit and put her head on my stomach looking up at me. She smiled and winked. Kate's hand found the top of her head and she played a bit with her hair before tracing a line back up to my chest and shoulder.

After a few minutes, hopefully before it got awkward for anyone, I quietly broke the silence and inquired, "We're not done yet.... Are we? Can we do that again?"

"Do you have more in you?" asked Beth.

"Oh, yes he does!" answered Kate. "He has quite the stamina these days," while patting me on the chest like I was a good dog. "But, let's take a break first. I need a smoke and another glass of wine."

Kate rolled off the bed and onto her unsteady feet. Beth rolled off the other side and grabbed my big floppy sweatshirt.

"Can I wear this?" she asked holding it up.

"Please do!" I said grabbing my jeans and sliding them on sans underwear.

Kate came out of the bathroom in her bathrobe and we all sort of sheepishly followed her back downstairs for some more wine.

To be continued...