The Fifth Floor

"Russ started tanning naked and talked me into doing the same thing."

"You didn't. On the roof?"

"Linda I didn't just tan on the roof naked, I walked all over that roof naked, and even looked down on the streets."

"Oh my god, you're kidding."

"I still can't believe that I did those things."

"But...I don't even know what questions to ask. Isn't it cold up there?" Diane explained about the dark buildings and blocking the cool breezes, but added that the weather had to be at least mild and sunny for them to be able to do that.

"So," she added, "We're out of luck now because it's going to get a lot cooler for awhile."

"How neat is that. Your own private tanning place. Your huge private tanning place."

"I felt so vulnerable and so totally naked walking away from any protection like that, but at the same time, I felt such a rush of excitement that I could hardly breathe. Why don't you join us the next time?"
Linda's eyes went wide and her hand went to Diane's arm as she said, "I can't...I mean Russ would...you know, naked and..."
"I'm sure he would be willing to stay covered so you could go up and see what it's like to tan up there."
"But I don't even own a bikini anymore."

"So, sun in your bra and panties."

"Diane...," she said louder than she intended, "You don't care if Russ sees me like that?"

"You'd be covered. In fact, you'd show less than in a bikini."

"But it isn't the same thing."

"It's all in the mind."

"Most of sex and lovemaking is in the mind too though."

"Well, think about it. It's really neat up there and I know you'd love it."

"I will think about it, okay? I'd love to get a start on a tan, but...you know. Russ and..."
"I know, but...Russ come back out here for a second hon."

Again Linda's eyes went wide and her heart raced not knowing what Diane was up to now. He came out and before he said anything Diane asked him, "How would you feel if you were to see Linda in her bra and panties?"
"Honored, to say the least, and I'd stare I'm sure, at least for a few minutes. Is my birthday coming or something?"

"No silly, I just told Linda she should join us."

"That would be great, yes join us the next time. I'll even keep my underwear on."

"Oh that, Russ doesn't own a swimsuit either, so he'd tan in his briefs, but you've seen his briefs now, so that's no big thing."

"I'll tell you what," Russ said, "You and I can take turns between the lounge and the chair."

"It's like I told Diane, I'll think about it, and believe me I will be thinking about it."

"Great, I hope you do join us," and Russ left them to talk again. He knew they had more to say that wouldn't be said if he hung around there.

Diane looked at Linda and said, "See, he wants you to join us too."

"Oh god, I'll say one thing, you two keep my life interesting to say the least. Now not only do I have to think about him seeing me in bra and panties but I would see his...I mean I'd see him, you know almost naked."

"You've already seen his naked butt and hip."

"We both know that leaves some pretty critical real estate left to see."

Diane laughed and admitted, "Yes, I know it does."

"Look, it isn't that I'm a prude by a long shot. I've seen guys naked and hard as hammers, but number one, it's been a long time and number two, I'm a whole lot closer to Russ emotionally than any of the others in my past."
"Except for your ex husband."

"Well yes, but I'm not even sure about that and I'm not going there."

Chapter Ten

The subject of sunning on the roof didn't come up again until the next weekend. Saturday was sunny, but too cool and breezy to be able to sun on the roof. But Sunday was a different matter. By ten in the morning, the temperature was expected to be in the high sixties and would pass the seventy three degree mark by two o'clock. Diane went across the hall to Linda's just before nine and over coffee asked her, "So will you join us on the roof, Lin?"

"I want to, I really do."

"Then do it, what can it hurt?"

"It isn't hard to tell that my breasts are anything but big, and my belly isn't as tight as it used to be."

"Linda, I have never heard one word from Russ about your breast size, and he's told me a hundred times that he thinks you have a great shape, and I don't mean for your age. You have no reason to hide yourself and I mean that. Be proud that you look as good as you do, girl."

"Will you be naked?"
"I'll be in my bikini, but so what if I did take that off?"

"I don't know, I guess that wouldn't matter."

"I wouldn't be surprised if I did get rid of my top before long, because I don't want to get tan lines now."

But your bottoms will..."

"I know and I might untie them."

"What time?"
"Ten o'clock. Just wear jeans and a top, and...Linda don't wear some god awful big panties and an old ladies bra. Wear as small as you have at least, or you'll have stripes like a zebra."

"I'll be in the hall at ten then." Diane smiled showing her pleasure that Linda would join them, even if it meant that Russ couldn't go naked this time. He wouldn't complain, especially if he could see Linda in her panties.

When she went back to Russ and gave him the news he stopped her and said, "I still don't understand how it is that you don't care that Linda saw me almost naked, and I doubt that you'd care if I was naked in front of her. On top of that, you're encouraging the situation where I'll see her in her panties. How is it that none of that bothers you?"

"I don't know. I suppose it's like we talked about before, I don't feel threatened with her. I know you'd love to see her naked, and she'd love to see you naked, and I don't really care. I know you'd make love to her in a heartbeat."

"But that action would certainly bother you."
"Probably so." He stopped there and processed what she had just said, probably. Not hell yes, or no, or of course, but just probably. He just couldn't get his mind around this whole thing.

They met Linda in the hall and the three of them made their way to the roof. As soon as they were in the fresh air, Linda smiled and took a deep breath, and when she saw their little bower with the furniture, she looked around and thoroughly surveyed the situation. "So this is where you two almost burned."

Diane smiled and said, "This is the place. Small, but very warm and secluded."

"I love it. I'll bet that before this day is over it will get too warm in here."
"It might, and if it does we'll just move out far enough to be comfortable again."

"And the maintenance guy said okay?"

"He said he's just looking the other way for us, as long as we don't advertise what we're doing."

"But you told me."

"That's different, you're special."

"Thank you."

"So," Diane said, "Now all we do is strip and catch some rays while we read or whatever."

Diane and Russ didn't notice, but Linda was all but holding her breath and watched as Diane stripped to her bikini before she started to undress in front of her friends. She didn't dare even look at Russ right then, or she was afraid she would run away. She wanted him to see her naked, but she just didn't have the courage to go through with it. She really wanted to see him naked, but she refused to even dwell on that idea, except when she was alone in her apartment.

Russ was watching Linda as much as he could without her catching him staring. He watched her slowly shed her blouse and then hesitate before slipping her pants down her hips and pushing them aside with her foot. She chanced a glance at Russ then and saw him standing there in his briefs with a full erection that he couldn't begin to hide from her. Her world spun so she quickly lay down on the lounge. Diane took the lounge next to Linda, but Russ stood there for another minute while Linda forced herself to look down at her book that she hadn't even opened. She didn't see him because she felt she didn't dare look up, but she could feel him close to her. He bent down then and kissed her softly and told her, "You look so incredible, and thank you for agreeing to spend the day with us up here."

She had to look up then and she saw his cock head pushing against the now very damp cotton of his briefs. She didn't mean to stare, but she couldn't help it. His cock was within her reach as he stayed bent over her. He kissed her again and straightened up and she managed to drag her eyes up to his as she said, "Thank you for inviting me." That was all she could think to say right then. It was the combination of everything that was overwhelming her. Diane had all but told her she would be naked at some point, and that Diane wanted her to at the very least take her bra off. On top of that, for all intents, she saw Russ' hard cock. In fact, she could almost feel his cock it was so close to her. She didn't know how she was going to last the day up there, but she was determined to try.

Diane had only been pretending to read her book as she watched Linda out of the corner of her eyes. She put her book down then, as Russ moved to the chair and asked, "Doing okay, Linda?"

She gave Diane a weak smile and said, "I think so, but...we need to talk later."

"Of course, and I can almost guess what about." Linda was at a loss for words again. Diane knew that she had been staring at Russ' cock. She had to know that, and yet she just smiled like it happened everyday.

Chapter Eleven

The threesome settled down and actually read for awhile, and Russ' cock softened as well. He spent a good part of his time glancing over at the two women in his life, and smiled to himself as Diane took her top off, and tossed it aside without saying anything, and went back to her book again. It wasn't half an hour later when Diane turned onto her belly and untied her bottoms and moved the strings so she wouldn't have tan lines from them. It was Russ' turn to hold his breath then when he saw Linda slip her bra straps down and the pull her arms out of them, but then she stopped leaving her bra in place. Diane leaned over and she and Linda whispered back and forth for a second before they returned to their books.

Linda wasn't reading however. She was staring at her book and working things out in her mind. It was a struggle for Russ not to stare as she reached back and unhooked her bra and coaxed it forward before laying it down next to her. Russ could now see her modest breasts and it was all he could do not to go over to her and kiss and suckle those cute pert and very white breasts. He knew this was going to be a very tiring day for him as his cock rose to full stature yet again. It was to be an elevator day for his cock without a doubt.

Diane waited a few minutes and then softly asked her, "So what do you think, is this nice or what?"

"This is heavenly."
"You doing okay without," and she didn't have to finish her sentence.

"I'm getting there."

"Russ tried very hard not to stare at you and make you uncomfortable, but he failed totally," and Linda just smiled. She liked hearing that he really had gawked at her little breasts. It had been so long since she had experienced the feelings that were invading her now.

Russ stood up and holding out both of his hands while his cock was still more soft than hard said, "Let's take a short walk and enjoy the breezes."

Diane jumped up, but Linda hesitated until Diane said, "Come on it will feel good to move around for a few minutes." Linda felt pretty proud of herself when she jumped up to join them, until Russ stepped between them and put his arms around both of them. "Wait a second," Diane said and she pulled her untied bikini bottoms off and tossed them aside and ended up on the other side of Linda. "Okay now I'm ready." Linda swallowed and glanced at Russ' suddenly growing cock and then quickly looked straight ahead. They walked three abreast across the roof without a care in the world. Linda's heart was rushing. Her arm was around Russ' waist and she felt his body move as they walked, and her other arm was around Diane's naked waist. She had no desires for another woman, but the combination of feeling nothing but warm skin on both sides of her just emphasized the fact that she was out in the sun and naked except for her little panties.

They walked almost the length of the roof before they stopped and looked over the edge toward the subdivision just as Russ and Diane had done the time before. "I can't believe I'm standing here watching cars come and go and see that whole group of houses and I'm standing here all but naked."

"It's really an intense feeling isn't it Linda," Diane asked her.

"It's over the top intense. I haven't done anything crazy for so long and this tops anything I've ever done before."

The situation was about to take another jump forward as Diane said, "I'm going to do something that I've never even considered doing before. In fact three months ago I would have said I'd never do it in my lifetime."

"What's that?"

"I'll show you. Turn toward Russ a little, and Russ you stand still." Diane moved behind Russ and then in one swift move his briefs were almost to his ankles and his slowly softening cock jumped to attention almost instantly and Linda's eyes went wide and her mouth wouldn't close. None of them spoke as Diane watched them stand there in near shock. She knew that Russ really wanted to be naked, so it wouldn't be long before he recovered, but poor Linda was going to take some time. Russ and Linda were frozen in place for seconds that seemed like minutes to them. Linda made no effort to look away from his cock. Then a tear slipped down her cheek and Diane saw it almost immediately. When a second one appeared she put her arm around Linda and whispered, "It's okay Lin, it's okay. Look at him as much as you want I don't mind."

Linda licked her lips and managed to say, "No, you don't understand."

"I'm sorry, I didn't think that would shock you that much."

"It isn't...oh god."

Diane took Linda's left hand and touched Russ's hard cock head and shaft and said, "Touch it Linda, feel it so looking at it won't be an issue anymore."

Diane was surprised to feel Linda's hand shaking a little, but she didn't pull away. Her hand opened and then wrapped around his shaft as Russ stood there still as a statue and watched what she was doing. Linda's eyes went up to Russ's and she stared into him as her hand moved slightly before she pulled back and turned away. With her head tipping back, she once again whispered, "Oh god," to herself.

Russ moved around and pulled her against him and she felt his nakedness as her arms went around him. "Linda honey, just hold me and relax, it's okay."

"But it isn't okay, it's terrible."

"What's so terrible?'

"I should have never come up here and I knew it, but I just couldn't stay away. I couldn't say no."

Diane moved closer and it became a three way embrace as she said, "Tell us Linda. Tell us what you're feeling please. We wanted this to be a wonderful day for you. Let's walk back and then talk about this okay?"

She was happy to be moving and that gave her time to try and get control of herself. She still couldn't think straight, especially when she remembered looking at his cock and then wrapping her hand around it. His cock felt so hard and big to her. It felt alive and warm and hard and soft all at the same time. They went back the same as the started the walk with her arms around both Russ and Diane, her two very naked friends.

Chapter Twelve

Being back in their little protected area seemed to help Linda and she took a deep breath. None of them sat down but rather stood close together as Diane said once again, "Tell us Linda, please."

"It actually started before New Years Eve," and then looking at Russ said, "But when you kissed me I almost fainted, but at the same time my heart was rushing and I didn't want that kiss to ever end. I know I was feeling the wine more than a little, but that wasn't the problem." She looked at Diane and decided she was going to really speak her mind good or bad. Then looking back at Russ she said, "I wanted you so much right then and that feeling has never left me. I knew I could never have you or even share anything more intimate than that kiss, but that didn't stop me from thinking about it. Then when I took my bra off for you, I had so many feelings and thoughts. I wanted you to see my breasts then. I wanted to close my eyes and think I could feel the heat of your gaze. But then Diane pulled your briefs down and I could actually see your hard cock. Not just the outline that I had been staring at, but your cock right there for my eyes...I just fell apart. And then Diane put my hand on you, that was just too much for me.

She stopped talking, but Diane and Russ just waited a second to see if she had more to say. Linda looked past them and stared toward the distance for a second before she admitted, "It's just been so long since...well..."

Russ touched her face and kissed her cheek before telling her, "Please don't stop now, honey. Please tell us the rest. We want you to be happy, and right now I'm afraid you won't even want to be with us."

"It isn't that, Russ. This is so hard to say. It's so personal."

He tried to lighten the moment by making her look at his smile as he said, "You've just hand your sweet hand on my very hard cock. The cock that you made hard in the first place by the way, so I'd say we're close enough to talk about anything now."

She was having trouble with eye contact, but she said, "I haven't...the only orgasm I've had in almost four years has been from my hand and my vibrator and they just haven't...they're just not the same, better than nothing, but not the same."

"I agree," Diane told her. "Good sometimes and different, but they can never replace sharing the experience."

"That's it. The sharing, knowing that my partner has the power to get me that excited, and makes me want to please him the same way. God, it's so intertwined. Anyway, there's more, but that's part of it."

"So you haven't made love to a man in those four years," Diane asked.
"That's right. My husband and I...well, getting pregnant with Tina was one of the few times that I can even remember being with him. I'm sorry to spoil your day up here."

"You're not spoiling anything. Look at us, we're up here getting sun and we're together. On top of that, we're talking as only the closest of friends can talk. In fact, we've never been this intimate and open with our close friends that you met that night."

"Well at least now, you know why I'm such a mess emotionally."

"Considering how we've been teasing you and making things worse for you, without knowing that we were making matters worse, I'd say you've been very strong. You're not an emotional mess as far as I'm concerned anyway."

"Come over here to the bedspread for a minute Linda, and lie on your back please," Russ asked

"What for?"

"I'll show you in a minute." With her lying down, Diane quickly whispered to Russ and then just stepped back.

Russ was quick to take action and not ask questions because he was afraid that Diane would change her mind. A moment later, Russ was over her and coaxing her panties down and off of her. She lifted her hips and her eyes never left his face as he moved over her and lay on her. They kissed then just as they had kissed New Years Eve, only this time their naked bodies came together and their hands were free to explore each other. Then with his lips to her ear he whispered, "Though I'd give anything for us to make love, I can't. But I'm going to do everything else that I've dreamed of doing to you and for you. I want nothing more than to please you totally."

"Do you love me just a little, Russ?"

He whispered to her, "I love you a lot Linda, and I think you know that." His hands were exploring her breast as they whispered back and forth and he could feel the fire in her soul. He stopped talking and kissed his way down to her breasts where he spent a minute nibbling her nipples, and running his tongue back and forth over them. Then he kissed his way down to where he wanted to be and she wanted him to be. When he kissed her mound for the first time, her hips came up to his lips begging him for more.