The Sleepover

Jack and Tracy had been close friends with Janet for years. Their favorite pastime together was sharing a delicious meal and good wine at Janet's, followed by a long, leisurely soak together in her hot tub. Bathing suits were always optional -- and never opted for. They loved their time together naked in the steamy water, surrounded by soft lighting and cool evening air. It didn't hurt that they were all remarkably fit and attractive for their age.

A quintessential child of the late sixties and seventies, Janet had a long, wild sexual history, about which she was happy to share stories. Tracy also had many past partners, but refused to share any details, even with Jack. Of the three, Jack had the least experience, having married young into what became a sexless marriage that spanned decades before he broke free and found Tracy. Before marrying Tracy, his sexual life consisted mainly of fantasies and self-abuse. After they found each other late in life, Tracy and Jack had a strong sex life but nothing especially kinky.

Though he never discussed it with his wife or Janet -- he didn't want to jinx his good fortune -- Jack dearly loved the sensuality and being with these naked ladies on hot tub nights. He adored how free they were showing him their lovely bodies. He loved showing his too, which wasn't surprising given his natural exhibitionism and feverish sexual imagination.

But tonight's get together presented a problem -- the hot tub was on the fritz.

"I apologize for this devasting news," Janet explained when they arrived, pouting as she gave them little kisses and hugs. Doing their best to see the glass half full, Jack and Tracy didn't let the tragic turn of events dampen their spirits, at least outwardly.

"We come to be with you, Janet. The hot tub's just icing on the cake." Tracy smiled warmly.

"Delicious icing, but still just icing." But Jack struggled to set aside his visions of their bodies, warm water dripping from their nipples.

"Fortunately, we have plenty of wine to ease the pain!" Janet pointed to bottles on the counter and to the bottle in Jack's hand.

They drank wine and caught up over appetizers in the living room, laughing and sitting close. The women looked lovely, Janet in her trademark boots and stretchy little dress and Tracy in adorable silk overalls, one shoulder exposed under a colorful gauzy shawl. Despite how well the women were dressed, Jack couldn't banish visions of them undressed.

Janet's dinner was delicious, as always. They talked happily and traded stories as they ate. Ever the gentlemen, Jack kept their wine glasses full.

The empty bottles multiplied as they moved back to the living room after dessert. Jack had been generous with his pours, which he continued in the living room. He was good at holding his liquor. Tracy and Janet were not as adept. As the evening went on the women got increasingly boisterous, hugging each other frequently. Jack readily accepted their boozy hugs.

He especially loved that Janet was getting less careful with that short dress of hers, not bothering to close her gorgeous long legs as she sat across from him. He thought she'd smiled at him once as she displayed her thighs and more to him. He probably just imagined it. She was wearing lacy black panties. He was too busy looking -- and pretending not to look -- to know if Tracy also knew the color of Janet's panties.

___

They stayed later than usual, even without the hot tub session. Jack could tell Tracy was getting a little drunk. She wasn't always making perfect sense when she spoke. But Janet apparently understood her. She hung on every word, laughed, and regularly patted Tracy's knee.

As the night wore on the conversation gradually slowed. Eventually it slowed to the point where Janet's eyes closed as she dozed in her chair. It took Tracy a while to notice, given her own state.

"Look, Jack, Tracy's fallen fast asleep," she whispered. "Isn't she adorable?"

"She is." Jack thought she'd have looked particularly adorable in the hot tub.

They sat silently for a while watching her as Janet fell deeper and deeper into sleep. Eventually, Tracy decided to act.

"It's getting late. We should wake her and say our goodbyes."

"Ok, honey."

Janet seemed dead to the world, so Jack wondered how they'd make their exit.

"Here, I'll wake her." Tracy got up gingerly and wobbled over to Janet, nearly tripping over the dog sleeping on the floor.

"Hey, baby," she said softly, her hand on Janet's shoulder. "It's time for us to go and you to go to bed."

Janet didn't stir. Tracy gave Jack an inebriated smile. She tried again.

"Come on, Janet, time for bed." She gave her a little shake.

Janet managed to open one eye, then smiled.

"Oh my, sorry I dozed off." She tried to rise up from her chair but immediately slumped back down. "Ok then. Thank goodness I have big strong friends who aren't as drunk as I am."

Tracy tried to help her up, but she'd been drinking as much as Janet.

"Come help us, Jack."

"Yeah, Jack!" Janet flashed him a lopsided smile.

Always eager help -- in this case, like a boy scout gone horribly wrong -- Jack was up in a flash and got next to Janet. She put her arm around his strong shoulders and he held her around the waist. Tracy tried the same on the other side but was neither tall nor sober enough to make much difference. Jack was on his own for this, an assignment he relished.

"One, two three," he counted and on four he managed to get her upright.

"My heroes!" She tried to kiss him on the cheek but missed and grazed his ear. She missed Tracy's head entirely. Trying to get a more reliable grip on her, Jack's hand slipped up so it was just touching Janet's ample breast.

"Ok, let's get this pretty lady to bed." Tracy imagined she was actually a factor in the effort.

Jack slowly led Janet, and Tracy, down the hall, Janet professing her love for them the whole way. Pushing the door to the bedroom open with his foot, Jack led the lurching group towards Janet's big bed. Turning, he gently helped lower her to the mattress. She fell softly onto her back, her feet still on the floor. Jack turned on the bedside lamp.

"I've got this, you two," she said.

"I'm not so sure." Tracy smiled.

"Well, we get by with a little help from our friends!" Janet smiled.

"We'll get you ready for bed, then. Okay?" Tracy asked.

"Please," Janey replied quietly, her eyes nearly closed.

They started with her boots. Jack got the left one off easily, then the right after Tracy struggled with it unsuccessfully. Janet's pretty toes, tipped with bright red nail polish, wiggled happily.

"Mmmm," she murmured.

"Now for your cute dress." Tracy's ability to read Jack's mind was uncanny.

"Off with the dress!" Janet proclaimed, throwing her long arms over her head with a flourish.

Tracy fumbled a bit but Jack was on task and they slowly pulled her tight, stretchy dress up over her hips and breasts, then over her head. Tracy managed to remove Janet's earrings, one of which had caught on the dress. Jack admired Janet's luscious body, now encased only in a sheer red brassiere and the lace panties.

"Should I ask Jack to leave before we finish, Janet?"

He was horrified at the suggestion.

"God no. Nothing here he hasn't seen before." Janet opened her eyes and smiled at them, to Jack's profound relief.

"Alright, then." Tracy was game and Jack loved her for that.

Tracy reached down and undid the front of Janet's sexy bra. As she pulled it open, Janet's large, perfect breasts emerged. Janet rubbed them and gave each erect nipple a pinch, to Jack's delight.

"Ahhhh, freedom." Janet smiled and continued to massage her breasts, looking Tracy, then Jack, in the eye.

"Almost done, then. Help me, Jack." Tracy managed to lift Janet's hips off the mattress.

Jack looked at Tracy for permission. She smiled and nodded.

Savoring every instant, Jack very slowly pulled Janet's sheer black panties over her hips and down her shapely legs as she looked him in the eyes. Her beautiful pussy was clean shaven. Jack's cock stirred as he gazed at the enticing cleft between her legs. Janet rubbed her hips, then briefly stroked her pussy.

Jack hoped his growing erection wasn't noticeable.

"Total freedom!" She stretched out her long arms and legs in the big comfortable bed.

She was a beauty: a lovely face and beautiful eyes, long auburn hair, and a fit, slim body. Jack looked at Tracy, but her eyes were transfixed on Janet, who had carelessly let her right leg swing open, slightly spreading the delicate lips of her pussy. Her pink vagina glistened in the soft light.

Trying to maintain her composure, Tracy asked what Janet wanted to wear to bed.

"I sleep naked!"

Jack appreciated Janet's free spirit and that she shared his taste in sleepwear.

"Naked it is then!" Tracy said, then lost her balance and landed on the bed next to Janet.

"You guys have been drinking as much as me. I think you should stay the night. The police here are brutal. And I'm too loaded to bail you out of jail."

Despite Janet's inebriated state, Jack couldn't dispute her logic. He sat on the bed, on the other side of their naked friend.

"You're driving, Jack. What do you think?" Tracy asked.

He paused, as if mulling over a tricky question.

"Well, we don't have anything pressing early tomorrow and I've gone this long in life without a DUI. I don't want to start now." He paused again, for affect. "So I vote stay." For a man whose cock was now fully running his brain, his logic was also remarkably sound.

"Then it's unanimous!" Tracy shot back. Jack loved her so much.

"The guest room, then?" she asked.

"Oh, please. That bed's small and uncomfortable. We're like family, and this bed is soooo comfy and it's huge. Let's all sleep here and keep ourselves warm." As Janet patted both sides of the bed next to her, her voluptuous breasts shook enticingly.

"But no hanky-panky!" Janet winked.

Jack's heart raced. Once again, he looked to Tracy for permission to accept Janet's thrilling offer.

"If we can sit shoulder to shoulder naked in the hot tub, I don't see that getting a good night's sleep here together in this big bed should be a problem. Do you, Jack?"

It was thoughtful of her to ask, but Jack was sure Tracy absolutely knew his answer.

Still, he paused to imply he was thinking it over.

"Sure. Why not?"

Tracy and Janet smiled.

"Then hop on in, you two!" Janet managed to squirm her way under the covers. Jack studied her every move.

"Since we weren't planning to spend the night, we didn't bring PJs," Tracy said. Actually, Jack had his with him since he always slept naked.

"Seeing each other naked isn't exactly a new development, right?" Janet seemed to have rebounded a bit from the alcohol.

"Right!" Tracy smiled.

As Janet and Jack looked on, Tracy stood, removed her shawl, undid a few buttons, and let her silk overalls fall to the floor. Quickly, she undid her bra and pulled it off. Her wonderful breasts jiggled slightly and her pink nipples hardened. She slid her green satin panties down her perfectly toned legs, revealing her golden bush and light pink lips peeking out from underneath.

As Tracy bent over to pick up her clothes, Janet reached over and gave her a playful pat on the ass.

"Looking good, mama!"

Jack agreed -- both mamas were looking very good. Now it was his turn and he hoped his cock would behave and not give him away too badly. He thought of the coming election, hoping it would cool his ardor.

Tracy climbed naked into the middle of the bed, next to Janet, the covers pulled up to, but not covering, their ravishing breasts -- the same way they always sat in the hot tub. Their eyes were on him.

He kicked off his shoes and pulled off his socks, unbuttoned and took off his shirt, undid his pants and let them fall to the floor, then slowly slid his briefs down over his growing cock and off. The women had certainly seen him naked before, but Janet hadn't seen his cock semi-erect. They admired his long, tall, lean body -- and slightly twitching cock.

When he bent to pick up his clothes, Janet reached over and patted his ass, too.

"Looking good, handsome!"

He blushed at Janet's compliment -- and at the thought she'd touched his naked ass. He wondered if blushing might divert blood flow and help calm his blossoming erection. It didn't. He climbed into bed next to Tracy, with Janet on the other side.

"See, there's lots of room. Isn't it comfortable?" Janet asked.

Jack remembered how comfortable it was from the time he and Tracy housesat for Janet. They made love in her bed. The thought didn't quell his erection.

Janet reached over them and turned off the lamp, her breasts moving just over their faces.

"Sweet dreams, dear ones," she cooed in the darkness, then gave them each a quick kiss as she got back in her spot. She was asleep in moments.

___

Back in Janet's bed -- but with Janet this time -- Tracy lit a long candle on Jack's side of the bed. She faced him and pulled herself close. Jack loved feeling her gorgeous breasts pressed against his chest and feeling her soft bush against his skin.

"Oooh," Tracy cooed softly in Jack's ear as she reached in and gently stroked his thick cock. Jack squeezed her perfect little ass with his right hand, sliding it between her cheeks. She lifted her leg slightly so he had better access to her pussy.

"Rub me," she whispered into his ear, reading his mind yet again. "Janet's sound asleep."

Looking over Tracy's shoulder Jack saw Janet was less than a foot way, facing them, but sound asleep. His heart raced.

He licked his fingers and reached back between Tracy's delectable cheeks and began softly stroking her pussy, spreading her lips to gently caress her. Tracy shuddered at the intense sensations. Her clit hardened at Jack's touch and she began rocking her hips toward him, grinding against his now rock hard cock. As Jack primed Tracy's pussy with his experienced fingers, she began to moan very softly, her warm breath in his ear.

"Do you think she'll wake up if we have sex?" she whispered.

"I don't think so, but let's take that risk." The thought of having sex with Tracy while Janet slept in the same bed was a fantasy even Jack hadn't come up with.

Tracy lifted her leg higher and rubbed some of her slick juices onto his eager cock, directing it to the mouth of her vagina. Jack pulled her closer, his strong hand squeezing her ass, firmly massaging between her cheeks with his finger, the way she liked.

Tracy sighed.

"That feels so good," she whispered. "Fuck me, Jack, here next to Janet."

He was elated at this risky, kinky turn of events. He began to penetrate her slowly and gently. Tracy's pussy was soaking wet and wonderfully tight. He took his time pushing into her. They kissed passionately as he pushed until he was fully inside, then moved in and out. Tracy groaned softly with each slow slide. She reached between them and rubbed her clit in time with his thrusts. His tongue in her mouth and his cock filling her pussy, he pushed a finger slightly into her ass. Tracy shivered and rubbed her clit harder as they fucked just inches from their sleeping friend.

It didn't take long before they were both on the very edge of coming.

"I'm going to come, baby," she whispered.

Jack increased the power of his thrusts and pulled her even closer, the tip of his finger in her ass. After a few minutes, she suddenly began to shake and kissed him deeply to cover the sound of the explosive orgasm that overwhelmed her. She bit his lip slightly as she struggled not to wake Janet.

A moment later Jack's monumental orgasm erupted, enveloping him in waves of pure ecstasy as he filled Tracy with his cum. It took all his strength not to cry out. She kissed him furiously as he drove in and out of her until, eventually, his orgasm faded.

They held each other tightly and silently as he slowly softened and eventually slipped out of her, his cum running down from inside her. Sighing, Tracy kissed him once more, turned in the bed toward Janet so her back was pressed up against him, his wet cock pressed between the cheeks of her ass. Jack kissed her neck and reached around and held one of her perfect breasts.

Jack couldn't imagine his erotic good fortune in what had just happened there in Janet's bed.

They fell asleep in moments, Tracy more deeply than Jack.

___

Sometime in the night, Jack woke briefly and watched Janet in the flickering candlelight as she got up and went into the bathroom. He absolutely loved her beautiful body. But he quickly fell back asleep, his back now to Tracy.

When Janet returned, it was to Jack's side of the bed.

He awoke feeling the warmth of Janet's naked body as she sidled up to him, face to face.

"Hi Jack," she whispered in his ear, the slight scent of alcohol still noticeable. "You and Tracy making love in my bed was so sexy."

So she hadn't been sleeping as hard as Jack and Tracy thought. She nibbled on his earlobe.

"I hope this isn't too bold, but could I taste Tracy's pussy on your cock?"

Jack shuddered and felt torn. He turned to look at Tracy, who seemed dead to the world. His cock knew what it wanted: being in Janet's pretty mouth. But his brain wanted Tracy's approval in all sexual matters.

Before he could resolve his dilemma, Janet sided with his cock and started kissing her way down his body, stopping to suck each of his nipples, her hand gently massaging his balls. Jack's erection had returned with a rigid vengeance. His cock got the deciding vote on how to proceed.

Janet unhurriedly began licking his balls, then ever so slowly worked her way up his hard shaft, savoring the flavor of Tracy's sweet juices mixed with Jack's cum. When she reached the sensitive spot below the tip she wrapped her lips around the shaft and kissed and sucked lightly, murmuring softly. The vibrations from her murmurs and the feeling of her warm wet mouth on his cock made Jack tremble.

Janet moved to the head of his cock, opened her mouth, and slid down onto him. Languidly moving her mouth up and down, Janet took his cock deeper and deeper. To Jack's delight, she consumed its entire length, the head in her throat. Jack gripped the sheets with both hands as the rapturous sensations brought him closer and closer. He stroked her soft hair as she sucked him deeply with her warm mouth.

Before he could come, Janet pulled her mouth away. She sat up and carefully climbed on top of Jack, facing him, her thighs squeezing his hips. She rose up, took his hard wet cock in her hand, and lowered her hungry wet pussy onto it.

Jack couldn't believe his fantasies about Janet were coming true. Her pussy was so smooth, slippery, and warm. She fucked him slowly and well, her experience showing as she gently slid up and down his cock. Jack was mesmerized by the sight of her large breasts moving in time with her hips. The sight of his cock disappearing inside her made him delirious. A blissful smile on her face, Janet's eyes were closed.

She took his hand and guided it to her pussy. His fingers felt his cock moving in and out of her as she raised and lowered herself. Jack began to stroke her clit in time with her movements. With his other hand he fondled her magnificent breasts, pinching her nipples firmly. With each pinch Janet groaned quietly as she continued to ride him, seductively grinding her hips back and forth.

As her movements got more intense, Jack knew she was close. The thought brought him to the edge. Moments later, she came hard, her hand over her mouth so as not to wake Tracy. Her intense orgasm went on and on. Jack felt her pussy contract around his cock. And that was the end for Jack -- his body shook with each ecstatic throb of his orgasm as he spurted his warm cum deep inside Janet's exquisite pussy.