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 Chapter 7

   Fred, Katherine, and John

   One morning after breakfast, Katherine stopped John outside the dining
room and asked him if he would stop up at her apartment afterwards.  She
said she wanted to confide in him on a matter of importance to her.  John
queried, "In a half hour or so?"

   "Fine, John.  I'll see you in a half hour," Katherine replied.  John
wondered what Katherine's concern was.  She seemed a little serious.  He
needed, first, to attend to his toilet and shower.  After a half hour had
passed, John appeared at Katherine's door, which, as usual, was open.  John
walked in calling, "Katherine?  John!  Are you here?"

   Katherine called from the kitchen, "Come in John.  I'm making a pot of
coffee for the two of us."

   John sat at the kitchen table while Katherine poured and spoke, "You're
probably wondering what this is all about John, but it's a matter of
intimacy and you're one of few that would understand.  You know Fred.  He's
one of your pals.  Fred and I have been having sex off and on and I've
grown to like him.  I like him so much as to be able to feed his fantasies
and, thus, help his sexual performance.  Fred happened to mention that he
would really enjoy having someone watch him have sex.  It really turned him
on.  I'm not sure that he's ready for a three way party, but he thought
he'd like to experience this fantasy once in his life.  I mentioned you to
him and told him of our one time encounter.  He said he would feel
comfortable with you present.  I told him I would ask and this is where we
are now.  Well, what do you think?"

   John was excited over this new experience, the experience of being a
voyeur.  Still, he calmly and modestly replied, "If you and Fred will be
comfortable, I will be glad to oblige.  I assume he wants me as a looker
and not as a participant."

   Sensitive to his needs, Katherine replied, "Neither Fred nor I have any
objection to your watching us in the nude and masturbating if you so
choose. It would be terribly unfair of us to expect you to sit and
experience no emotion whatsoever."

   "Great," said John.  "Tell me when and I'll be ready.  Did you want me
to say anything to Fred?  Or will you handle that?  If he would feel a
little more comfortable discussing it with me, tell him that I'd be happy
to talk with him."

   "I'll mention our discussion and we'll let him decide, John.  In fact,
I'll call him after we finish our coffee.  Maybe he'll want to give it a
try this morning.  God knows I need it," Katherine added.  "In fact, I'm
wet just thinking about it.  Feel." She took my hand and moved it between
her thighs.  It was indeed hot as was Katherine's and John's yearning.

   "Let me taste it, Katherine," John gasped.  She drew back her dress and
revealed the cunt that he so desired and drank with joy the fluids of her
passion.  "This beats coffee any day," he added coming up for air. 
Katherine laughed.  "I'd better be going.  I'll wait for your call," John
added and left.

   An eternity seemed to have passed.  John's excitement almost got the
better of him when he returned to his apartment.  His dick throbbed and he
desperately wanted to masturbate to relieve the tension.  "A shower might
help," he thought.  It did, and, afterwards, he sat on his lounge naked and
dreamt of the potential of the morning.  Thirty minutes had in fact passed
and the phone rang.

   Katherine asked, "Can you come down an hour from now?  Fred is anxious
and ready.  You know I am." She added, "Just come right in.  Fred and I may
be into a little foreplay when you come, but just have a seat.  My lounge
chair faces my bed.  Make yourself comfortable if you know what I mean. 
See you in an hour, sweetie!"

   The hour passed quickly.  John came to Katherine's door, opened it
quietly and slipped in, locking it behind him.  He headed for the bedroom.
Indeed, Fred and Katherine were already into their lovemaking.  They
acknowledged John's presence with a smile and continued with no words
spoken.  Fred was nude, the first John had ever seen him so.  His abundant
gray hair looked windblown.  His cock still lay limp as he and Katherine
kissed and fondled each other.  The gray hairs on his chest glistened under
the soft light of the bedroom.  A slight paunch led down to a cock encased
in abundant gray hair.  It was obvious that John's entrance had an effect
on Fred.  From its flaccid state, it mushroomed to a full six inches and
stood round and stately under John's gaze.  The muscularity of Fred's youth
was still apparent in his thighs and calves.  His eighty years hadn't
diminished those physical features.

   Katherine responded to Fred's rigidity.  She knelt between his legs and
took his cock deep into her throat.  In kneeling, her cunt turned to John
for direct viewing and he could see and figuratively taste the wetness of
Katherine.  Fred's head faced John.  He winked and motioned for John to
take his clothes off.  He watched closely as John removed his shoes and
socks as well as his shirt.  As John stood to remove his pants and
underwear, Fred raised his head slightly to get a good glimpse of John's
cock.  Needless to say, John's hardness met Fred's eyes and he groaned with
the excitement that Katherine's tongue and John's stiffness provided.

   To his surprise, being a voyeur was comfortable to John.  He could enjoy
the activity and his own body without any obligation to others except
himself.  He could control his excitement through a slow manipulation of
his very hard cock.  His strokes were long and slow.  He massaged the glans
with the profusion of fluids that came from his prostate.  Fred watched his
every move, obviously enjoying every moment.  Fred then motioned to
Katherine for a change of position.  He wanted a sixty-nine.  That way, he
would suck Katherine's cunt and still keep his head toward John to enjoy
John's excitement.  It was getting hard for John to stay in control now. 
His cock and his mind wanted to get into the action.  Seeing Fred's tongue
dart in and out of Katherine's cunt made John want to kneel over Fred's
head and stick his hard dick into Katherine's wet cunt.  The only thing
that kept him from it was his lack of familiarity with Fred's likes and
dislikes.  He wasn't sure how Fred would react to licking John's cock and
Katherine's cunt simultaneously.  So he stayed in his chair, his legs
spread, his cock in his hand, his excitement in control.  Katherine wanted
some of Fred's hard cock too.  She drew her cunt from Fred's face and lay
with her head facing John.

   Before Fred's entry into Katherine's hot cunt, Fred took his hard cock
into his hand and slowly massaged it.  It bounced freely before him and he
collected the juice from the tip of his cock and tasted.  The gray hair of
his chest and belly glistened with his sweat and the juices of Katherine's
wet cunt.  Fred knelt in such a way as to give John a full view of his cock
as he pulled back his foreskin and tasted.  Then he aimed his stiff shaft
into Katherine's cunt and slowly but deeply moved it back and forth.  The
movement of Fred's hips, the tensing of his stomach and groin muscles,
excited John greatly.  But the deep thrusts into Katherine's cunt excited
him more.  John could tell that Fred was close to coming.  Fred knew it,
too, and decided to delay his orgasm to prolong the ecstasy.

   He withdrew from Katherine's cunt and bent forward to have Katherine
take his hard cock into her mouth, sucking the juices from her cunt.  John
got a better view of Fred's cock now.  It was a healthy six inches of cock,
swollen, and throbbing with lust.  Most likely, Katherine could be credited
for Fred's heightened sexuality, too.  Her open-mindedness and compassion
for Fred's sexual well being served them both well.

   Fred now had Katherine reverse her head away from John.  He turned his
back to John and drove his hard cock into Katherine.  It was a new view for
John, an exhilarating one at that.  He came to see for the first time in
his life, that the cock's shaft was much longer when viewed from the rear.
It was perceptible high above Fred's testicles, almost to his asshole. 
This was the most erotic view of fucking John had ever imagined, mainly
because he had never witnessed a live fuck at such close range.  He could
also sense that there was finality to Fred's thrusts now.  So John stroked
his hard cock with that same finality.  At each of Fred's thrusts, John
stroked long.  Katherine sensed it, too.  She began to moan and respond to
Fred's thrusts with reciprocal thrusts of her pelvis.  And then it came. 
Katherine, Fred, and John cried out as one in the ecstasy of their orgasms.
John could see Fred's come oozing from Katherine's cunt along with her
orgasmic juices.  John rose up, swiped at that abundance of fluids to taste
and shot his load at Fred's cock and Katherine's cunt.  With that he fell
back into the chair utterly spent.  So too did Fred and Katherine.  Only
then did Fred motion to John to lay with them, Katherine in the middle. 
Katherine dozed with her hand on Fred and John's cocks while Fred and
John's hands intertwined and playfully massaged Katherine's wet cunt.  They
all slept for an hour.