Note: This story was dynamically reformatted for online reading convenience.
 
 The Painter An Erotic Story by Paige Turner

   Marilyn looked out the window of her apartment at the misty day.  It had
been raining off and on all morning and she was bored with the days of rain
that California offers as the other season.  All morning long she had been
lying in bed and listening to it on the balcony roof outside her bedroom
window.

   Her boyfriend had been in Europe on company business for two weeks.  She
thought about the conversation on the phone last night.  God, she couldn't
wait until he got back!  He was just as horny as she was and they had
talked about the things that he would do to her when he returned.

   She drank her coffee and listened to the rain starting to lash against
the glass.  From her window, she could see down into the apartment below
and across from her.  It was vacant and she had seen a young guy working
down there, getting the empty place ready for the new tenants.  He was a
hunky looking guy with long blond hair and a beard.  She had enjoyed
watching him stretch and bend as he worked on fixing the holes in the wall.
The way that the apartment buildings were situated, she had a view of the
entire inside.  He was wearing painters bib overalls and no shirt.  There
was a prime piece of meat, she thought, enjoying the way the overalls
outlined his tight buns when he would stoop or bend.  She could see an
interesting bulge along the inside of his thigh.  I wonder what he's
packing, she mused to herself.

   She went back to get herself more coffee, thinking about what she would
do with the day.  Maybe just get down some of Johns dirty books from the
shelf and her trusty vibrator.  The conversation last night had resulted in
her getting off, but she was in one of her horny moods.  Sometimes she and
John would just spend Saturday naked, wandering around the apartment and
fucking when the mood stuck them.  She needed one of those days really
badly right now.  Maybe spending the day jilling off was what she needed.

   She went back into the bedroom and looked down at the apartment below,
hoping for another glimpse of the young stud.  She saw him sitting on the
living room floor, eating a sandwich.  She realized that it was noon; he
must be eating his lunch.  He had his back to her and he wasn't alone. 
Someone handed him something that he put up to his lips.  Then he handed it
to the unseen person in the living room.  It took her a second to realize
that he was passing a joint.  That seemed like a good idea \ and she got up
and got the stash from the living room coffee table.  On the way past the
kitchen, she got a croissant and a couple of plums and a banana.  Might as
well be prepared for the munchies, she thought.

   When she got back with the tray, she pulled out the little pipe and put
a bud in it.  She torched it and sucked in the smoke.  It was good Humbolt
bud that John got from a friend of his at work.  It was a nice mellow weed,
not the zombie stuff that just walked up and knocked your brains out.  She
didn't mind being that way occasionally, but this stuff was good for doing
things on.  She took a few more hits and felt the buzz coming on.

   Wandering back to the window seat with her coffee and croissant, she
looked down into the apartment and saw the painter lying on his back.  It
took her a second to realize what was happening.  His overalls were undone
and he was lying there on his back, his hands gripping a dark haired head
over his crotch.  At the angle she was at, she could see all the way down
to his mid thighs.  There was someone working away at him slowly, the dark
haired head bobbing up and down.

   My god, she thought.  She pulled away from the window instinctively,
afraid of being seen.  But then she thought about it and realized that he
would have a hard time seeing into her dark bedroom.  He seemed to be
engrossed in what the dark haired head was doing to his crotch.  She
thought about it for a moment, weighing the possible embarrassment of being
seen against her curiosity.  Marylyn had never seen anyone having sex
before (except in porn movies, which didn't count somehow) and her
curiosity got the best of her.  She edged up to the window and looked down
at the scene taking place in the empty living room.  From the lower angle,
she could see more into the room.  The woman bent over the painter (at
least she assumed it was a woman, it was hard to tell from this angle.) was
holding him with one hand and slowly sucking up his cock.  The top of her
head obscured her view and she wished that she would move so that she could
see what he had.  But evidently the idea was to make this last a while,
because the head moved up and down on him, taking it's time and teasing him
deliciously.  Marilyn could see the head occasionally shake itself from
side to side at the top of the cock.  From what she could see, the person
knew what they were doing.  She wondered if it was a girl or a boy doing
the sucking.  All she could see was the persons head, back, the shoulder
blades and the bumps of the spine down the back.  She was getting very
turned on watching the slow mouth fuck.  She slipped her hand into her robe
and slipped her fingers into the soft folds of her already wet vagina.  She
drew them up the lips, drawing the slipperiness up over her clit, making it
so that she could slid her fingers over her swollen clitoris.

   There was naughtiness to looking down at the people below.  They didn't
know that she was there, they weren't acting for a camera and it was clear
that the painter was into what was going on.  There was a tension to his
muscles as he enjoyed the oral attentions being paid to his groin.  The
blow job went on for some time.  Marilyn kept her eyes on them, rubbing up
and down herself in time with the heads slow bobbing.  Just keeping the
same time as they were gave an added sense of sharing in their private
pleasure.  She built up to almost coming several times, feeling in synch
with the young painter and his lover.  She wondered if it was a guy going
down on him, having fantasized about watching some guys going at it many
times.  She would almost come, then the head would stop it's slow
travelling up and down the unseen cock and she would stop her fingers.  The
orgasm would subside and then the head would go slowly down again.  She
could have brought herself over the edge quite easily many times, but she
kept her strokes in time with theirs, enjoying the teasing sensation the
delayed orgasm was giving her.

   The slow teasing went on for maybe ten or fifteen minutes.  Marylyn
thought that she was going to go nuts if she didn't get off soon.  It took
all of her self discipline to keep form giving in and bringing herself off.
She could feel a trickle from her sopping pussy running down her leg. 
There was a delicious sound of slurping as her fingers stroked up and down
her slit.  She ran two fingers up and down her split, the fat clitoris in
the middle of her fingers.  She stuffed them inside of herself on the down
stroke.

   She had to keep crouched down to see the action in the apartment below.
Finally, they couldn't stand any more and the head pulled off his cock. 
She had only a glimpse of the long shaft, the head standing out as shiny as
a plum, all taut and eager for the pussy that was quickly lowered over it.
She could see a pretty set of tits, but not the girls face.  It was both
disappointing and reassuring to know that she wouldn't be seen.

   The girl had brown nipples that were all stiff and crinkly with desire.
She must have been as turned on as Marylyn, because she engulfed the stiff
cock with one quick slam.  She moved around on it, getting herself settled
on the organ.  The painters hands on her hips pulled her up a little. 
Evidently, she had said something, because she could see his blond beard
moving as if he was saying something.  There was a jiggle to the tits and
Marilyn thought that the girl was laughing.  Then she started to roll her
hips around on his lap.  Moving around in circles and his hands tightened
on her hips, his fingers digging into her.  Marilyn worked her fingers
around inside of herself, putting another one into her vagina, then
plunging it deep until she couldn't cram any more into herself.  She
imitated the way the girl was riding on him and enjoyed the way it dragged
her clit across the palm of her hand.  There was a lot of wetness in her
caused by this teasing that she had been enduring and she wondered at how
the painter had been able to keep from coming.

   It didn't take her long to begin to really start pounding down on him.
Her tits jumped up and down as if in glee as she fucked him hard.  Marilyn
watched as she bent down and kissed him.  She could see the back muscles
jumping and the painters arms reaching down to grab her ass.  She couldn't
see where his hands were, the top of the window cut off the view, but she
could see the muscles in his forearms standing out and bunching as he
helped his fuck mate in her gallop.

   She suddenly thrust her arms and pushed herself up into the sitting
position that she had been in.  She moved her feet and then really began to
go to town on him, pounding him relentlessly.  She could see the painters
body arching up, adding his thrusts to his lovers.  He was bucking up into
her as hard as she was slamming down on him.  Suddenly his back arched up
and he froze.  Marylyn pulled her hand up between her cunt lips, caught her
clit between her knuckles, and squeezed hard.  Her orgasm flashed over her
like a skyrocket, the muscles inside of her sucking on her fingers and her
knees giving away suddenly.  She grabbed for the windowsill and opened her
eyes as she felt her legs giving way.

   She was looking right into the startled face of the painter.

   Jesus, what the hell do I do now?  She had stepped back from the window
quickly, but the painters face was still frozen in her mind.

   There was no doubt that he had seen her.  It was like looking at
someones eyes across a room.  You knew when you were looking at someone and
they were looking back at you.  And there was no doubt about it, he had
seen her watching his lunch hour nooner.

   Oh shit.

   It was one thing to spy on someone if they didn't know you were looking.
It was another to be caught spying on someone.

   Hell.

   She thought about the time that she had had a fight with one of her
college boyfriends and gone back to her dorm room and walked in on her
roommate and her boyfriend going at it.  That time she had excused herself
and left right away.  It had been embarrassing, but nothing like this.  Her
roommate and she had laughed about it afterwards.

   But this was different.

   She went and had a shower and thought about it.  She was chagrined at
being caught spying, but she didn't know them and they didn't know her.  At
least she wouldn't have to face them.  She finished her shower and toweled
off.  She got dressed and decided that she would vacate the scene of her
crime.  What the hell, she would go and do some shopping for the rest of
the afternoon.

   Then she glanced out the window and froze.  There was a cardboard sign
in the empty room.  In blue tape it read: ENJOY THE SHOW?

   It mortified her.  She was set to flee when she saw the other sign.

   C U TOMMOROW?

   She spent the afternoon wandering around an indoor mall window shopping.
She wandered into a few stores, but bought nothing.  How was she going to
deal with this situation?  She wished that she hadn't looked out the
window. Those signs burned into her consciousness all afternoon.  She had
intended to spend the entire afternoon out of the apartment, but she
finally decided that she was being foolish.  She had been caught looking,
but the guy's signs hadn't said 'shame on you' or 'fuck off, voyeur', so
maybe he wasn't pissed.  She had to do something about this.

   She stopped at an artist supply store and bought a large drawing pad and
a big felt tip pen.  She took a deep breath and went home.

   The signs were still there when she got home.  She opened her drawing
pad and wrote in letters large enough to be seen: SORRY

   She thought about it for a moment.  Then she wrote: R U PISSED?  She
thought about it then tore out the sheet.  She wrote U MAD?

   She propped them up in the window she had watched from.  She was afraid
to look out.  She went and got herself a cup of coffee, giving him a half
hour or so to see it and reply.  She looked out the window and there was
another sign.  Seven numbers.  What the hell?  Then she saw the phone on
the floor in front of the sign.

   It took her about fifteen minutes to screw up her courage to the point
where she could pick up the phone and dial the number.  She was nervous
about the whole thing.  It was one thing to spy on someone.  It was a lot
different to talk to the anonymous stranger.  The phone rang for about four
rings before it was picked up.

   "Hello?"

   "Hi." She cleared her throat nervously.  "This is," she almost said her
name, but decided not to at the last minute.  "This is the woman who was
spying on you.  Uh."

   "Oh good!  I was hoping you would call!  I was just about to give up and
take down my sign."

   "Uh.  I was out shopping.  And then I had to think about calling you for
a while.  I'm sorry about ah, looking at you today."

   "No need to apologize.  I found it flattering, but then I'm a bit of an
exhibitionist.  Matter of fact, I had been fantasizing about someone
looking in and seeing Jeanie and I going at it all morning.  Funny how
things work out sometimes, isn't it?"

   "Uh, yeah.  So your not mad at me?"

   "No.  Why should I be?"

   "Well.."

   "Look, if we're getting it on in a room with no curtains in the middle
of the day, how can I be mad if you look?  Did it turn you on?"

   "Umm" She thought about hanging up, then thought what the hell.  "Yes,
it did." She finally admitted.

   "Great!"

   Marylyn hadn't expected that reaction.  "Great?"

   "Yeah.  I once spied on my sister and her boyfriend from my tree house
when I was a kid.  It's a long story, but I really enjoyed seeing them make
love."

   "Yeah, but you weren't caught."

   "But I was caught.  It was okay with her.  Well, it was okay if I looked
as long as I didn't tell mom and dad what she was doing in the afternoon
before they got home from work.  She was pretty cool about the whole deal."

   "Wow."

   "Yeah.  I've always had a streak of exhibitionism to me.  So you see why
I'm getting off on this.  Do you want to watch us tomorrow?"

   She hadn't been expecting the invitation and it took her by surprise. 
"I don't know." She hedged.

   "You embarrassed about looking?" He asked.  "Or about being caught
looking?"

   "I don't know." She admitted.  "A little of both, I guess."

   "Well.  I think most people would look if the thought that they wouldn't
be caught.  I know I would, but I guess that I've already admitted that,
haven't I?"

   "Yes."

   "Well, I figured that was bothering you.  I just thought that I would
make sure that you were okay."

   She wondered if he was afraid that she would tell the apartment manager
what he had been up to.  Maybe he was worried about losing his job.

   "Thanks.  Um.  Did you girlfriend know that I was looking?"

   "No.  I didn't tell her."

   "Why not?"

   "Well, I wasn't sure that she would be into doing another nooner here if
she knew that someone was watching."

   "I see."

   "I don't think that she would object if she knew that someone was
watching.  I think that she would get off on it.  Sometimes when we're in
bed, I tell her fantasies.  There's one that I call 'the watcher in the
closet' that I know she likes.  I think that she'd get into it."

   "Yeah?" She was skeptical of that and it must have come through.

   "Yeah." He said confidently.  "I'll tell you what.  This is a speaker
phone.  How about you give me a call just before noon tomorrow and you can
listen in to us?  If you don't say anything, you can listen to us tomorrow
and she won't know that you're there."

   "You're kidding."

   "No, I'm not.  We have a lot of games that we play in bed and this could
be one of the all time best mind fucks that we've ever had."

   "You're really serious, aren't you?" Marilyn thought that this was the
most surreal conversation that she had ever had.

   "Yeah.  You have any favorite thing that you want to see?"

   "I feel like I am ordering take out." She laughed.  "Or calling up a
radio station for a request."

   He laughed.  "Yeah.  Kinky, isn't it?"

   "Yeah.  You'd really do requests?"

   "Yeah.  What do you want to see us do?  Little muff diving?  Doggy
style? Or my favorite number, sixty nine?  I should warn you that my
girlfriend thinks that anal is banal, so there are some boundaries.  Think
of it as a porn movie that you can direct."

   "Hmm." She was intrigued by the offer.  What did she want them to do? 
And would they?

   "Come on.  I'm getting off on being directed in a porn movie.  What do
you want to see us do next?"

   "I don't know.  I'm not used to having conversations like this with
total strangers."

   "Yeah.  It's a real zipless fuck, isn't it?  Maybe that's why it's such
a turn on for me.  Is it turning you on as much as it is me?"

   "Maybe."

   "Maybe?  Bullshit.  You're turned on too, or you would have hung up by
now.  So what do you want to see me do to Jeanie tomorrow?"

   "I know one thing that I want to see."

   "What's that?"

   She hesitated a second.  "I want to see your cock!" She blurted out.

   "Just my cock?  Or do you want to see my hard cock?'

   "Your hard cock." She admitted.

   "Okay.  Look out your window."

   "Give me a second.  I'm in the living room."

   "Okay.  Tell me . .oh.  I see you.  Ready?"

   "Yes." She could see him below her., facing the sliding doors that she
had watched them through a few hours before.  He smiled up at her.

   "Ready?" His voice echoed from the empty apartment.

   "Yes." she whispered.  He reached up and unsnapped his overalls.  First
one strap, then the other.  The front fell down to his waist.  Then she saw
him unsnap the side and it fell down to his ankles.

   She gasped.  There was his cock, sticking out of the thatch of blond
pubic hair that seemed to float around the base of the cock.  He was really
turned on by the conversation, that was evident from the way that his cock
stuck straight out.  He smiled and then stepped out of his clothes and
turned in profile.

   "Do you like it?" He asked.

   "Oh yes!"

   "God.  Now tell me what you want me to do tomorrow.""

   "Touch yourself."

   "Now?"

   "Yes."

   "I will, if you tell me what you want to see tomorrow."

   "Okay."

   "You'll be truthful?  "

   "Yes."

   "Okay." She watched his hand slowly stroke his cock.  Now that he was
stroking himself, she felt at ease with him and began to describe what she
wanted to see.



   "Hey, you!"

   "Hi Jeanie!  What's for lunch?"

   The voices were very far away from the living room and she couldn't hear
them very well.  She had taken the mouth piece out of the phone that she
had in the bed room and had moved a chair over to the window.  That way she
could make as much noise as she wanted without having to worry about them
hearing.  She tucked the phone even tighter into her ear and strained to
hear what they were saying.

   She'd been awake most of the night, fantasizing on watching them,
anticipating seeing them frolicking on the living room floor, developing
the fantasy and making it much more than she knew it would be.  She thought
of being in the same room with a couple making love, being able to walk up
and look closely at any part of them that she wanted to.  Perhaps they
would let her run her hands over their bodies, caress a bare back as it
worked away on top of anothers body.  She knew that she was fantasizing
past what would happen, but because it was happening, she was able to get
into a voyeur fantasy way past any that she had ever had.  Just having
permission to look in real life had supercharged her fantasy life and she
jilled herself off several times, while running variations on the theme of
looking at a couple fucking.

   She had chided herself for letting her imagination run away from her and
thought that if she didn't stop developing the theme way past the point
that it could actually be, she was in danger of disappointing herself
tomorrow.  But it was no use, her fervid imagination was controlling her
and she fell asleep thinking of a pair of young twins that had been brought
up to put on a show in the luxurious hotel room in Monaco that her
mysterious lover had provided for her amusement . . .

   She was really excited by this whole adventure.  She had been soaking
wet since she had hung up on the phone call yesterday and couldn't wait for
the painters lunch hour.  Now that it was really here ....

   She had almost told John about the whole thing last night on the phone,
but she had held back.  She thought that she might have a better story for
him when he got back.  On the book shelf beside her, she had her boyfriends
cam corder set up, zoomed all the way out.  She smiled, thinking that he
would cream when he saw the tape that she was making.  The couple in the
apartment below had spread out their lunch in the living room, but this
time they were sitting so that they were both visible in front of the
sliding glass doors.  They talked about mundane things while they ate.  So
and so had called and wanted him to call back about the bedroom job.  So
and so wanted him to estimate how much it would cost to do their kitchen.
There were a few other things that took her from her fevered fantasy world
and brought her back to reality.  Somehow, she had never considered that
the guy had a life, a job, friends, and all the rest of it.

   This is strange.  I have been horny as hell since yesterday and thinking
about it so much that I couldn't get to sleep for hours.  If this everyday
life shit keeps up much longer, I am going to z out right now before they
get to the good stuff!

   They balled up the sandwich wrappings and put them back in the deli bag.
Jeanie pulled out a joint and lit it, passing it over to him.

   "I've been having a fantasy all morning long." He said.  Marilyn could
hear him sucking in smoke.

   "MMmm?" He handed his girlfriend the joint and she exhaled.  "What
about?"

   "Fucking your brains out doggie style in front of this window."

   "Oh yeah?" She toked the joint.  "Tell me more." She sucked in the
joint.

   "Okay.  Here's the scene.  I'm getting a blow job and you're on your
knees.  Then I do you doggie style."

   Marylyn glanced over to the small TV she had set up as a monitor.  She
could see that Jeanie wasn't really impressed by the fantasy.  She could
see her kind of shrug.

   "What's the big deal about that?"

   "I'll tell you while we're acting it out, okay?"

   Jeanine hit on the joint and held it in.

   "Sounds like you've really thought 'bout it all morning." she hissed
out, trying to hold in the smoke.  She took another toke to top off and
passed it to him.

   "Yeah, I have." He hit heavy on the joint.

   She shrugged.  "What the hell." She pulled her brown sweater over her
head.

   There was a slight angle between the apartment buildings and she had a
good view of them getting undressed.  Jeanie had a cute face, very gamine,
and with her short hair, she reminded Marilyn of a boy.  But when you got
down to her tits, there was no doubt about what her sex was.  Her ass was a
little too heavy for her, belonging on a woman that was both heavier and
taller than Jeanie.  It was a matter of moments until they were naked and
she was on her knees, stroking him slowly.

   "So tell me about this fantasy?" She asked as his cock hardened out.

   "You know yesterday, when we were screwing around in here?  How I was on
my back and you were sucking on me for so long?"

   "Yeah.  I was here, remember?"

   "Well, when you got on top and started fucking me really hard and I
started coming, I started to fantasize about someone watching us getting it
on in here."

   "Mnn." She sucked the head of his cock once.  "Then what happened?"

   "Well, your fucking away on me like mad and making me want to come
really bad.  And I'm trying to hold on and wait for you, but your just
banging me too hard.  Just fucking the come out of me and I can't stop
myself and I know your trying to make me come and I start shooting off in
you.  Then I'm coming really hard, I throw my head back, and there's this
woman watching us!  I look right at her and it looks like she's coming from
watching us.  Oh yeah!!"

   Jeanie sucked his cock in deeper.  Then let it out of her mouth.

   "Then what?"

   "Well, she looked like she was getting her cookies pretty good.  Then
she could see that I had seen her and ducked down out of the way.  Probably
embarrassed at getting caught being a peeping tom."

   "Mmmn" She said around his cock.

   "Make you horny, having someone see you sucking my cock?  Watching you
fuck?"

   She nodded her head, not removing her mouth from him.

   Marilyn watched them in profile.  Jeanie had about half of his good
sized cock in her mouth and was fondling his balls in one hand.  Her other
was between her own thighs.

   "Well, she had ducked out of sight before I could say anything to you. I
thought about telling you about it, but you would have just thought that I
was telling you a story, right?"

   She stopped moving on him and looked up at him inquisitively.  "Right?"
he prompted.

   She nodded again.  "Well, after you left, I thought about what had
happened.  I could lose my job if some one ratted me out to the apartment
manager.  If I went up and knocked on her door, it might really freak her
out, right?  So that was out, too."

   He paused and thrust his cock leisurely into her mouth.  "So what I did
was make a sign asking if she was mad about us and left it in the living
room here while I worked on prepping the kitchen." He slowly humped into
her mouth.  She let him, just holding herself there and looking up at him.

   "Well, I was really nervous.  I figured that she had gone right to the
manager and I kept waiting for the doorbell to ring and him to come
storming in here and fire me.  But as the afternoon wore on, I thought that
maybe she was out or he was and it would take a while for him to come over
and fire me.  And you know how much I need this job right now." Jeanie was
looking up at him with a puzzled frown on her face.  What kind of erotic
story was this?

   "Well, around four thirty, I looked up at the window and there was a
sign.  It said 'NO" and "CALL ME" and a number.  I didn't know what to do,
but I called up the number.  This woman in her forties or fifties answered
and told me that she had really gotten off on our little matinee.  That's
what she called it, a matinee."

   "Is this for real?"

   "What do you think?"

   Jeanie thought about it for a moment.  "Go on."

   "You, too."

   "Tell me the truth!" She squeezed him.

   "OW!  Easy!"

   "Okay!" She let off.

   "Anyway, I started to apologize and the woman said that she was
wondering if we were going to be putting on another show tomorrow.  I
started to stutter that I didn't think so, then she said that if we did,
then she wouldn't have to mention to the manager that I was screwing my
girlfriend in an empty apartment."

   "She didn't!"

   "She did!"

   "This is one of your best," she said admiringly, then sucked him in,
sliding forward to straighten her throat and deep throat him.

   "Thanks.  Anyway, she told me that if we put on a good show, she
wouldn't tell.  Then she said that she wanted to see us fucking doggie
style.  I told her that I didn't think that I'd be able to get it up if I
knew that someone was watching me and . ."

   She slipped him out and commented, "Liar." And giggled before taking him
back in.

   "And then I said that it sounded too kinky for me, go ahead and tell. 
She said that if I felt that way, she would see that I was fired.  Then she
hung up.  I thought about it for a few minutes and then called her back up.
She sounded like she was pleased to hear from me and then started to tell
me how she wanted to see us fuck.  Ohhh!" Marilyn could see Jeanie's throat
gulping.  "Oh yeah!  Oww wee!  Easy!  I'm going to come if you keep that
up!"

   "So?  You decided to go along with this bitch?"

   "Yeah.  She said that she had always wanted to see someone fucking and
doing what she told them to do.  So I said that I'd do it and she could
watch us fucking if she didn't tell."

   "Okay." She turned around and pushed her ass up in the air.  "Let's give
her a show!"

   Marilyn had the feeling that Jeanie was going along with one of her
boyfriends fantasies and getting off on it.  There was something in the
girl's voice that sounded like she didn't really believe him.

   "Okay.  Spread open your pussy so that she can see where I'm going to be
putting my dick.  Show her that lovely snatch of yours.  I just wish that
she could smell how good you smell when you're turned on.  Or feel how
great your pussy milks my cock.  Yeah, like that."

   He dropped down to his knees and put the head of his cock up to her. 
One of her hands came up between her legs, wrapped her hand around his
cock, and guided him into her.  He moved his hips forward and his dick
slide slowly into her.

   "Oh god!"

   "Oh baby!  This is getting to you, isn't it."

   "Yeah!  This is a great fantasy!"

   "How would you feel if it was real?"

   "Kind of slutty.  Thinking about someone blackmailing us to make us do
things.  It's kind of dirty and . ." she hesitated and he pulled back, then
slammed into her.  "Uh!"

   "And?" He prompted.  He drew back slowly, them slammed into her again.
"And?"

   "Turned on!  It turns me on!" She gasped.  "Do that again!  Uh!  Yeah!
Ram that big dick of yours into my cunt!" He did the slow withdrawal and
hard slam again.

   "What would you say to her if you could tell her how you felt?"

   Marilyn was fingering her clit while she slammed a dildoe into her
pussy. God, she was hot!  "I'd tell her, uh, that she was a , uh, lucky
bitch to be, able to see how you fuck me!  I'd tell her that she, huh,
should feel how good you cock, uh, feels inside me."

   "I didn't tell you the other thing that she had me do." He bucked into
her.

   "What's that?" She gasped, working her ass around in a circle.

   "She had me put us on speaker phone, so she could hear us fucking."

   "Oh god!" She bucked back against him.

   "That turns you on, knowing someone's hearing us fuck.  That they're
watching us fuck out brains out, doesn't it?  Knowing that they can see us
and hear us."

   She wailed as her orgasm hit her.  Marilyn could see her free hand
clawing at the carpet.  "Oh god oh god oh GOD!!!!!!!!"

   The painter had his hands on her hips, holding her to him and ridding
her deeply.  The girls body lost some of its tension and she seemed to
melt.

   "God, that was great." She sighed.

   "Yeah.  Turned you on, eh?"

   "Mmmm."

   "Should I invite her over for a close up view?"

   "Sure." She grinned lazily.  "You do that."

   "You don't think I will?"

   "Oh, I know you would.  But I think that you're going to have a long
wait for your dream girl to show up." He laughed.

   "Would you go for having someone watching us close up?  If we could do
it for real?"

   "Mmm.  Maybe.  But it would have to be someone younger than forty.  And
good looking."

   "Long brown hair, kind of liquid eyes, very sleepy and dreamy?"

   "Yeah.  That would do." She wiggled back against him.  "Want to finish
off this way?"

   "Well, we could wait until she gets here.  If she wants to come down and
watch us up close, that is."

   "Hey, I got off on it, already!"

   "Well, I guess that you should be the one to ask her then.  A decision
like this shouldn't be made in the heat of passion, should it?"

   Marilyn held her breath.  Would she actually do it?  Would Jeanie?

   "So what do I do?  Call up some none existent woman and ask her if she
wants to come over and watch us fuck?"

   "No.  All you would have to do would be say, 'would you like to come
down and watch us up close?' Remember what I said about it being on speaker
phone?"

   Jeanie twisted around so that he popped out.  "What the hell is this?"

   "Well.  You know that part where I told you that she was blackmailing
us? That was a lie."

   "Uh huh.  And?"

   "She really exists and she's not forty or fifty."

   There was a look of mingled doubt and a dawning awareness on her face.
"We were really being watched?"

   He spread open her legs and slipped into her.  He kissed her lightly on
the lips.  "We are being watched!"

   She pulled his hair until she could see his face.  "Prove it!" she
demanded.

   "Owww!  Ease off!" When she let go of his hair, he said, "Hey watcher!
Wave at Jeanie, would you?" Marylyn sat frozen for a second.  Jeanie was
looking out the window, but she wasn't looking at her.

   "I don't see anyone."

   "If you did, would you invite them down to join us?"

   "Sure.  If there was someone really watching us, I'd invite them down."
She humored him.

   "Okay.  Say it then."

   "Okay, watcher.  If you're really there, come on down and watch us
fucking."

   "You didn't sound as if you meant it."

   "Right.  Now you're criticizing my acting?"

   "You'd get off on it."

   "Yeah.  I probably would.  I get off on your stories enough."

   "So.  This is the perfect time to try it for real."

   She looked at him.  "Where are you going with this?"

   "Trying to enrich our sex life."

   "By having a non existent voyeur join us?"

   "She exists!" He insisted.  "Come on, wave to us, then when you see
she's real, you can invite her to join us for real.  Or you can just watch
her watching us while we finish off." For a moment, Marilyn froze, seeing
Jeanie looking out the window and searching around for her.  Then she
raised her hand a little.  What the hell, she thought.  She pulled the
curtains wide open and stood up in the window.

   "Don't you see her up there?  Maybe she's shy."

   "My god!  There is a woman up there!  And she's looking at us!"

   "Yeah.  I told you that she was real!"

   "This isn't happening!  Get up!"

   "Why?  I thought that you got off on being watched?"

   "She just looked out her window!  She wasn't watching us!"

   "You really thing so?"

   "Get up!"

   "But I haven't come yet!" He protested.

   "GET OFF ME!"

   "Well, okay!  If that's the way you feel about it." He grumbled.

   He let her up and she scrambled out of the sliding door view.

   "Shit shit shit shit!" Jeanie was swearing.

   "What's the matter?  I thought that you were getting off on that?"

   "There's a difference between fantasy and reality!"

   "Yeah.  I realize that." He said agreeably.

   "Think that she'll report you to the manager?"

   "Naw.  She was really embarrassed to be caught looking at us yesterday."

   "WHAT!  You mean that ....You knew she was watching us!?!?"

   "Well, yeah.  You pissed at me?"

   "Bu ..but..."

   "She was pretty embarrassed about being caught being a peeping Tom.  I
had to talk her into watching us."

   "ARE YOU MAKING THIS SHIT UP??"

   "No.  You're mad at me, aren't you?"

   "Mad at you?  MAD AT YOU!  Why in the hell would you think that?"

   "Well, I'm sorry.  I thought that you would get off on it.  You always
seem to enjoy it when I tell you stories about someone seeing us screwing.
I thought that you might like to see what it would actually be like.  I'm
sorry."

   "Shit shit shit!  Where's my fucking panties?"

   "Uh.  They're over there.  I'll get them." He strolled into view again.

   "She can SEE YOU!" Jeanie screamed at him.

   "Yeah.  So?" Marylyn had gone from turned on to feeling sorry for the
poor guy.  It had been a great fantasy while it lasted, but now it looked
like he was going to have to pay the piper.  She wondered how she would
feel if John had pulled something like this on her.  Probably like Jeanie.

   "What if she calls the cops?"

   "I told you.  I set this up.  Why would she call the cops?" he asked
her.

   "Reality check!  What the fuck is going on here, really?"

   "I told you.  When I was coming yesterday, I looked up and there she
was, looking right at us!  She saw me look at her and then I made a sign
and put it in the window and she called me up.  I told her that I got off
on her watching us and talked her into watching us today."

   "So she isn't going to call the manager?"

   "No.  The whole thing was prearranged.  I asked her what she wanted to
see us do.  You know how I've always wanted to be directed in a porn movie.
So I got her to tell me what she wanted to see us do and all the rest of
it."

   "You're telling me the truth?  This just isn't more of your fantasies
your trying to make me buy into, is it?"

   "Scout's honor!  I thought that having some one watch us for real would
turn you on!" There was silence for a moment.  "Forgive me?"

   "Shit, I don't know."

   "Hey, I'm sorry that this upset you."

   There was a faint sound of a zipper.  "Who is this woman, anyway?"

   "I don't know.  She's just someone who lives in one of the other
apartments.  I don't know anything about her."

   "Really?  And you invited her to watch us fucking?"

   "Uh, yeah.  That about sums it up."

   "Jesus, Jim."

   "Well, it seemed like a good idea at the time." He said defensively.

   "That's your little head thinking.  What if she should recognize us on
the street?  What the hell would I say to her?"

   "Hello?" He said tentatively.  Jeanie snorted.  There was the sound of
footsteps walking across a hard floor and then a door opening and then
banging closed.

   A moment of silence ensued.  Then his voice said meditatively, "Shit. 
There goes my nooners."

   Marylyn broke up.



   She watched him put on his clothes and then pick up the phone.

   "Are you there?"

   She switched on the speaker phone, making a mental note to replace the
talk piece in the head set she had been listening to them through.

   "Yeah.  Sorry about your girlfriend."

   "Oh, she'll get over it.  Probably think it's funny by tonight."

   There was a pause.  "Sorry you didn't get to come."

   He laughed.  "Yeah.  Well, I guess that's one orgasm that never happened
that I'll always remember.  I hope that you got off good on it, though."

   "Well, I was almost there when your girlfriend lost it."

   "Too bad."

   "Yeah."

   There was another moment of silence.  "You want to do what we did
yesterday?  Take the edge off a bit?"

   "What do you mean?"

   "Well.  I was thinking that I could stand in the window and play with
myself some more.  Then you could join me."

   "Hmmm."

   "You up for that?  Whatcha thinking?"

   "I'm amazed at guys.  First you piss off your girlfriend and you're
still trying to get off."

   "Well, just thought I'd ask."

   There was a pause.  "I didn't say no."

   "Maybe your rig . .  What?"

   "I didn't say no." She repeated, amazed at her boldness.

   "Wow.  Cool."

   "I've got a better idea."

   "How's that?"

   "Are you really into exhibitionism?"

   "I guess so.  I know I really got into having you watching us."

   "Well.  How about I grab my cam corder and come down there?"

   He hesitated about one split second.  "Sounds like a plan to me."

   "Good.  I'll see you in a few.  Bye."

   "Bye!"



   She couldn't believe that she was doing this.  She grabbed the cam
corder, pulled the power line out of it and put a fresh tape into it.  She
tossed another tape into her coat pocket and a spare battery.  Then she
walked down the three flights of stair and across the parking lot and up
three flights to the apartment that was about fifteen feet away from her
own window.  Was he going to go through with this?  Was she?

   She hesitated outside the door on the vacant rental.  She mustered up
her courage and knocked on the door.  He opened the door immediately and
she slipped in.

   "Hi!"

   "Hi!"

   He closed the door behind her and she looked at him.  There was a lot of
him to see, as he hadn't gotten dressed.  A good, clean, well muscled body.
There was the smell of paint and turpentine in the air, as well as the
smell of turned on people.  She could feel how soaked her own panties were
and thought that the might be putting out a lot of male sex hormones
himself.

   Was she really going to video tape him jacking off?

   Apparently so.  His cock, which was still in that less than hard, more
than soft, filled out state, caught her eye.  A nice circumcised one, it
was even more impressive up close that across the space between the
buildings.  "Wow," she said, staring down and complimenting him.

   He blushed, which somehow made her feel more confident.  "Uh, thanks."

   She felt a bit odd, just having her long coat on over her slinky satin
robe.  There was a pause when they looked at each other up close.

   "Well, come in!  Make yourself at home!" She laughed in relief,
recognizing his feeble attempt to defuse the situation as nervousness.  It
was good to know that she wasn't the only one nervous about the situation.

   She walked into the apartment, which was the same layout as her own. 
The smell of paint hung in the air and it was making her feel odd.

   "I don't think that I can stay.  The smell of paint is making me sick."

   "Oh." He was disappointed, she could see.  But being a gentleman about
it.

   "How about we go up to my place instead?"

   She walked back to her place by herself, wondering what she had gotten
herself into.  This was getting past where it was an impersonal situation
and she knew it.  He'd stopped being a fantasy sometime during the
conversation that he'd had with his girlfriend and she was realizing that
she might have gotten into something that she shouldn't have.

   Well, she could always back out of it.

   Chicken, a voice whispered in her mind.  You always regret the
temptations that you didn't give into more than the ones that you did.

   She picked up the phone and hit the speed dial.  The phone rang in the
empty apartment and it took him a few rings to pick up.

   "Hello?"

   "Hi, it's me."

   "Hello, me.  Having cold feet?"

   "Something like that.  I just thought that we should talk about what
we're about to do."

   "Okay.  That sounds fair.  After all, we hardly know each other."

   "Yeah.  I don't want you to think that I'm going to sleep with you.  I'm
in a relationship and all." Christ, he was going to think she was a prick
teaser.  She hated that.  But she didn't want him getting any ideas.

   "That's cool.  I'm in a relationship, too.  Or I was at least until a
half hour ago." He chuckled.  "I can see where you're coming from, though.
After all, you don't know me and this is moving pretty fast.  If you want
to back out, that's okay."

   "Well, thanks.  I just wanted to make it clear that this isn't about
sex. Well, it is, but it's not about us having sex, if you see what I
mean?"

   There was a pause.  "Yeah.  I think that I do.  Maybe we should think
about this some more before we do anything that we both regret.  It was a
turn on for me, knowing that you were watching us.  I got off on it.  But
it might complicate both of our lives if we went any further with it."

   "Yeah." She was disappointed, as well as relieved.  "Um, I still want to
thank you for the ah, show."

   He laughed at her nervousness.  "You're welcome.  I will admit that I am
a bit disappointed.  I was looking forward to having Harvey immortalized on
tape."

   "Harvey?"

   "Uh, that's what Jeanie calls my cock." He sounded embarrassed and she
smiled to herself.

   "I like it.  Named after the invisible rabbit?"

   "No.  Well, yes, in a way.  Named after a tom cat that was named after
the rabbit.  It's a long story."

   "Well, I was looking forward to seeing Harvey."

   "Not as much as I was to showing him to you."

   "I was just afraid that I wouldn't be able to keep my hands off him.  I
have a thing for the way rabbits feel."

   "How do rabbits feel?"

   "With their paws."

   "Uggh!"

   "Thanks.  I love bad puns."

   "That was bad, all right."

   "This thing this afternoon isn't going to cause you problems at home is
it?"

   "I don't know.  Sometimes Jeanie will go for some pretty far out things.
Uh, I think she'll get over this one."

   "I hope so."

   "Yeah.  Me too."

   "Want me to call her up and try to explain?" She hoped he would say no.
She didn't have any idea of how she could ever explain how this whole
situation came about.

   "Well, let me think about that for a while.  It's one of those things
that could wind up pissing her off more than helping or it might help.  I
appreciate the offer, though."

   "Well, I feel that it's partly my fault."

   "Naw.  I talked you into it.  Jeanies right about my little head doing
all the thinking."

   "Well.  It's not like we did anything."

   "No, but I was thinking that we might." He admitted.  "I guess that it's
just lucky that you can't stand the smell of paint."

   "Yeah." She paused.  "Thanks for being honest."

   "Yeah, well, what the hell.  Thanks for being open to this whole thing."

   There was another long pause.  "I was glad you talked me into it.  I'm
just sorry that it didn't work out with your lady.  I hope that it doesn't
cause you any problems."

   "She's pretty neat people.  She might laugh about it late on.  One thing
that I'm curious about though: If I ask you something, is it going to piss
you off?"

   "Guess we won't know until you ask.  What's the question?"

   "Would you have come down if Jeanie had asked you to?"

   Marilyn paused.  "I don't know.  Maybe.  I was wondering about that
myself.  I guess we won't know, will we?" There was a pause.  "One things
for sure.  I am sure going to be getting off a lot thinking about what
might have been."

   "Thanks.  Me too." There was a sound of a door opening on his end of the
line.  Suddenly his voice was all business.  "So that would be a primer
coat and two top coats on the new base boards and you think that the new
paint for the walls is close enough so that we can get by with one coat on
them.  How about I come take a look at it tomorrow and you can show me what
you want done with the rest of it?" Obviously, someone had just walked in.

   "I'll be thinking about you tonight.  Tell Jeanie that I am sorry that
she got mad."

   "Okay.  How about tomorrow at noon?" He asked in his business voice.

   "A nooner?  Sure, I could go for another look at that big cock of yours.
I'd be delighted to see how far Harvey can spit." She enjoyed teasing him.

   "Okay.  Harvey will be there?" Making it sound like a question for his
unseen listener.

   "Goodie!  Before you go home tonight, put up a sign and I'll call you."

   "Okay.  You'll call if anything comes up.  Talk to you later."

   "Bye," She whispered in her sexiest voice, putting a lot of throb into
it.

   "Bye," he replied in his business voice.



   She thought about Jeanie and the trick that she had helped him play on
her.  It was an awkward situation for Jeanie and whatever his name was.  It
was odd, but she still didn't know his name.

   It was another afternoon where the rain was coming down between spells
of misty overcast.  She didn't feel like going out and she didn't know what
to do with the rest of the day.  She dug out one of John's erotic novels
and read for a while, hoping that it would put her in the mood.  But her
mind kept circling back to Jeanie.

   She hadn't told him that she had been making a tape of them.  She
thought about just erasing it.  She had made it for John, wanting to tell
him all of the details of the adventure and then showing him the tape after
they had made love until he couldn't anymore.  She figured it would put
enough lead in his pencil for one more lap around the old bed.  But now she
wasn't so sure that she would show it to him.  They had gotten to be
people. Watching them fuck had been one thing.  Having a tape of them
fucking felt like an invasion of privacy.  She paced around the apartment
for a while, thinking about the problem.  She had gotten off on the whole
scene up until Jeanie had lost it.  Now she was obsessed with how she could
make it up to the woman that she had never met.  She had seemed like a nice
person.  She did another little bud to see how being stoned worked on the
problem.  At first, it didn't make any difference.  She was too busy
thinking about the problem.  Finally, she just let it go.

   She was looking at the tape from the cam corder, wondering if she should
look at it or not for the umpteenth time when a thought crossed her mind.
It was a crazy thought and it took a while for her to turn it over and look
at it from all sides.  What the hell, she thought.  Let's give it a try and
see how it goes.



   About five twenty, she called up the vacant apartment and he picked up
in his business voice.

   "Hey you.  I was thinking about your problem."

   "Oh?  What problem?"

   "The one with your girlfriend."

   "Oh.  That problem."

   "Yeah.  There's a plastic bag on the hood of your truck.  Take it home
and give it to her.  Tell her it's from me.  And don't open it.  I put a
note on the box that if you unwrapped it, to throw your ass out.  My number
is on the note inside, so if you don't give it to her, I'll know about it."

   "Why?  What is it?"

   "Something that should get you off the hook.  At least it will give her
someone else to be mad at."

   She hung up the phone.



   The next day she kept her drapes closed until it was lunchtime.  She
wondered if he had thrown the box out or not.  Or opened it and then tossed
it out?  She was pretty nervous about the risk that she was taking.  After
all, if her present was effective, she wouldn't be just an anonymous person
anymore, but somehow involved in their lives.  She didn't know how Jeanie
would react.  Having her showing up on her doorstep and screaming about
what had happened would cause a long explanation.

   Well.  What was done was done.  Now to deal with the consequences.

   She took a deep breath and opened the curtain.  There in the almost done
apartment below her was what she was hoping to see.  Jeanie was standing
looking up at her apartment and she had the phone in her hand.  Marilyn hit
the speed dial on her phone.

   "Hi." Said a voice that she recognized as Jeanie's from yesterday.

   "Hi.  You got the tape." It was a statement that was almost a question.

   "Yes.  Thanks for making it."

   "Your welcome.  So would you like to join me for lunch?"

   "Just me?"

   "No.  You're both invited."

   "Let me ask Jim." So, that was his name.  There was a pause and the
muffled sound of a hand over the phone.  Then she said, "He's just got the
paint clothes he's wearing and he's worried about your furniture." She knew
that he was worried about the smell of paint on them, rather than her
furniture.

   "How about he wears a pair of my old mans sweats?  They should fit him."


   "One sec." Again the muffled phone and then she said.  "Sure.  If it's
not an inconvenience."

   "No problem.  I'll bring them over."

   "I can come up and get them."

   Marilyn thought about that for a split second.  Probably she wanted to
talk to her alone.  "Sure!  See you in a few!"



   Marilyn was pretty antsy waiting the few minutes that it took her to get
there.  When the knock came at the door, it took her only a second to open
it.

   Up close, Jeanie was even cuter.  She had on more stylish clothes than
the jeans and ratty sweater that she had been wearing the day before.

   "Hi Jeanie!  I'm Marilyn!  Come in!"

   "Hi." Jeanie said shyly.  She stepped in and looked around at the
apartment curiously.  John had a long term lease on the apartment and they
had painted the place to their taste.  The walls were a deep brown that set
off the old photographic prints that were framed in black frames on the
walls.  There were two couches and a coffee table, oak book cases and a
cabinet that hid their TV and stereo gear.  She'd spent the morning
dusting, vacuuming, and straightening up the place in general.  "Nice
place."

   "Thanks.  I'm glad that you came.  I was worried that you wouldn't."

   "I thought about not coming, but I couldn't leave you hanging."

   "I appreciate that.  Why don't you come over for some girl talk after we
all do lunch?"

   Jeanie gave her a grin.  "Yeah.  I'd like that." She looked at her for a
minute.  "Making that tape took a lot of guts," she said with admiration.
Marilyn blushed.

   "Here's the sweats." She said awkwardly.

   "Have you got a towel?  Jim's taking a shower over there.  He didn't
want to smell up your apartment."

   "Yeah.  I'll get one out of the hall closet."

   Jeanie followed her down the hall, checking out the prints on the wall.
"You've got some great prints.  Jim's a photographer, too."

   "Thanks.  John collects old photos.  These were taken by some French guy
whose name I always forget."

   "They're great."

   "Here's a towel.  Do you think he needs soap?"

   "He's got some.  Thanks, though." She looked at her for a minute and
then smiled.  "I better get these over there before he wilts."



   The lunch was cold chicken and hot pot stickers in a mustard sauce.  It
was quick and informal and the finger food was fun to eat.  The women had
white wine with the meal, while Jim had a bottle of Tuborg.

   After a few minutes, it seemed to Marilyn that she had known them for a
long time.  They all had a certain informality to themselves that came from
not taking themselves or things too seriously.  By some sort of unspoken
agreement, they didn't talk about how they had meet or anything previous.
They all relaxed and enjoyed the food and the weed that Marilyn offered as
an appetizer.

   They ate and joked about the weather.  California was having a wetter
than normal year and they all couldn't wait for it to be over.  Marilyn
found out that Jeanie worked as an assistant to a photographer, who was off
on assignment, so that she had very little to do for a few weeks.  She told
them that she liked her job and the guy was a good guy to work for.

   They traded stories about what they did and how they felt about their
jobs.  Marylyn told about how she wrote grant proposals for organizations,
which was a very lucrative, if somewhat uncertain income.

   They cleared away the dishes from the coffee table and then, when their
glasses were refilled and they were all comfortable, they settled back on
the couches.  By unconscious decision, the two women were on one couch
while Jim had the other.

   "Where shall we start?" Jim asked.

   "Why don't we start with what happened yesterday?"

   "No," Marylyn said.  "I think that this starts before yesterday.  I
think that it started with Jims fantasies." Jeanie nodded.

   Jim felt defensive with both women looking at him.  "Gee.  Put me on the
spot, why don't you?"

   "Relax.  I'm just as vulnerable as you are," Marilyn said.  "After all,
I was a willing conspirator yesterday.  Plus there's that tape." Jeanies
great grin flashed.

   "Tape?"

   "I sent him out of the house on an errand last night while I watched it.
He doesn't know what your gift was."

   "Oh.  I see." Marilyn knew that he would be seeing that tape soon. 
There was a sharp curiosity on Jims face.  She could feel a blush spreading
over her face.  Jim noted it, but didn't say anything.

   "Well," Jim began.  "When I was a kid, I used to steal my big brothers
Penthouse magazines and get off on them.  At first, it was just the
pictures, but then I started to read the Forum column.  You know the one
where people write in letters about their sexual adventures?  I really got
into those." He took a sip of his beer.  "Then one night, I began
whispering in my lovers ear about what I thought she might enjoy." He was
beginning to blush a bit himself.  "Stuff about other people joining us,
that sort of thing.  She really got off on it and I kept doing it with
other lovers.  Most of them got off on it, some of them really got off on
it.  Sometimes I would just piss her off.  It all depended on the woman."
He glanced at Jeanie.

   "Well, it's a lot better than, 'Uh, work it baby, work it!'" She said
with a laugh.  "Sometimes you would turn me onto things that I hadn't even
fantasized about before." They smiled at her.

   "Yeah.  The one where someone is watching us was one of your favorites,
isn't it?"

   It was Jeanies turn to blush.  "Yeah.  That one gets me all right."

   "So when I came up with a way of making it happen, why did it piss you
off so much?" Jim asked.

   Jeanie squirmed a little as she reached for her wine glass.  Marilyn
noticed that her nipples were making a noticeable bump in her blouse. 
Well, she thought, at least I'm not the only one who finds this sexy.

   "I guess it just took me by surprise.  After all, whispering fantasies
in my ear while we're fucking is one thing.  Suddenly knowing that someone
was watching me put your cock in my mouth..." She shook her head.  "It was
too impersonal, knowing some stranger was staring at us.  I felt really
naked in that empty room down there." She took a gulp of her wine and
turned to Marilyn.  "Can you see how I felt?"

   Marilyn reached out her hand and gave Jeanies hand a squeeze.  "Yeah. 
You must have felt under a microscope."

   "Yeah.  That's how it was all right.  Like I was standing up in class
and didn't know the answer."

   Jim cut in.  "How did you feel about it?"

   "Well, my boyfriend has been out of town for two and a half weeks and
I've been pretty horny the last week or so.  I'd been watching Jim painting
and checking him out, you know?" she asides to Jeanie, who nodded.  "Then
you guys got into it the day before yesterday" she can feel the blush
spreading up her face and there is nothing she can do about it, but
continue doggedly along with her confession.  "and it got to me.  While you
were sucking him, I was stroking myself and matching your strokes.  It made
me feel sort of like I was a part of your love making.  Then just as I was
about to come, Jim looked up and saw me.  That embarrassed the hell out of
me, being caught like that." She knows that her face is scarlet, but lifts
her eyes and looks over at Jeanie.  There is a look of sympathy on her
face. Jeanie still has a hold of her hand and gives it a squeeze."Anyway,
when I got back to the apartment that afternoon, I looked down and there
was a phone number on a piece of cardboard.  I called the number and then
we got into this conversation and set up what happened yesterday.  I'm
sorry, Jeanie.  It seemed like a good idea at the time."

   "I led her on.  I told her how much you got off on the idea of someone
watching us.  I didn't know that it would freak you out like that."

   "Well, having your boyfriend set you up so that someone can spy on you
while your fucking isn't really romantic.  Kind of one step beyond locker
room bragging." Jim nodded slowly.

   "Yeah.  I guess that I can see that.  Sorry for being so stupid about
it. I had good intentions."

   "That's the only reason that your sorry ass isn't out on the street
right now." Jeanie said.  "Well, that and your tape."

   "What is this tape, anyway?  When do I get to see it?"

   "Well, you'll get to see it sometime when..."

   "I've got a copy.  Should I show it to him?" Marilyn blurted out, the
pot making her incautious..  Then she put her hand over her mouth.  "Forget
I said that!"

   Jeanie laughed at her horrified look.  One of those deep from the belly,
really into it laughs.  "Oh, oh, oh Jesus!  The look on your face, oh ho!"

   Jim is out and out curious about his ladies laughter, but he is smart
enough to know that he should keep his mouth shut.  Marilyn looks over at
him and quickly looks away.  He can see that she has embarrassed herself
and he waits for them to get over it and either move on or go into more
details.

   "The present I gave to you to give to Jeanie.  I thought that it might
get you off the hook."

   Jim nods his head.  "Thanks.  Whatever it was, it helped."

   "Don't worry.  If you're very, very good, sometime I'll show it to you."
Jeanie promised him.  "That is, if it's okay with you?"

   "Yeah, I guess that turn about's fair play." Marilyn said.  "It's yours
to do with whatever you want."

   Jim made a noncommittal mmm.

   The joint that they had smoked had loosened up her inhibitions, but not
to the point where she could talk about it.  "Listen.  I haven't ever done
anything like that before.  So please don't pass it around, okay?" Jeanie
grinned at her discomfort.

   "Okay.  I promise that I won't show it to anyone except Jim."

   "Thanks."

   Jim cleared his throat.  "You've really got my curiosity going.  But I
won't show it to anyone else either, nor try and talk Jeanie into doing
that."

   "Good." She paused, turning it over in her mind.  "What the hell.  Let's
roll another joint and I'll show it to you."

   "Just call me Magic Fingers." Jim said with a grin.  He ran his left
hand back through his hair and came up with a joint.  "Da DA!"

   "Super." Jeanie said.  Jim picked up a lighter and fired it up.  They
passed it around and then Marilyn went and got out the cam corder.  She
opened up the oak cabinet with the audio video equipment in it and
connected the cables, taking a hit when it came around to her.  She pulled
the blinds in the living room to cut down some of the light, picked up the
remote and turned on the system.  When the screen warmed up, she turned on
the cam corder.

   "Ready?" she asked.  They shifted around on the couch so that they could
see the screen.  And there she was.  The little remote that controlled the
cam corder zoom wasn't in the scene, just her head.

   "Hi Jeanie.  I'm Marilyn.  I'm the woman that was watching you and your
boyfriend the last two days while you were having lunch.  I thought I'd
give you this tape and apologize for spying on you.  I know that it was an
invasion of your privacy, watching you have sex and I just wanted to say
how sorry I am.  I shouldn't have done it and I know that.  I just wanted
you to know that I know how horribly embarrassed you must be and tell you
that I am not normally a voyeur."

   She went on to explain about her boyfriend being out of town and how
horny she had been and how jealous she was, watching them make love.  She
told about how she had been seen by Jim and what had happened after that.
She must have apologized a dozen times during the three or four minutes
that she was talking.  Then she finished up her speech with; "I know that
nothing can change the fact that what I did was wrong, but I thought that I
would give you something to make up for it." She smiled at the camera.  "If
you don't want to see something X rated, please shut off this tape now. 
It's just my way of saying that I am sorry.  Okay?" On the screen, she
raised her hand.  A blinking light was in it.  It was the infrared remote
control for the cam corder.  "And that's the naked truth."

   The pull back revealed that she was stark naked the entire time that she
had been taping her apology.  She smiled at them.  "Sorry.  I love bad
puns. This next part is something that my boyfriend and I taped.  I figure
that since I've seen you, you might want to see us!"

   The screen went jagged as the next part of the tape started.  There was
a brief shot of Marylyn sitting up on one elbow in bed.  The real Marilyn
shut off the cam corder and the TV.

   "Aw!" Jim complained.  "Just when it was getting good!"

   Jeanie grinned over at him.  "The next part is really great!" He arched
an eyebrow at her.  "I can see that you were starting to get into it!"

   Marilyn glanced over at Jim.  There was a noticeable bulge in his lap.
The loose sweat pants didn't do anything to restrain his growing cock.

   "Looks like he was really *up* for seeing the next part!"

   "Yeah.  Poor baby is going to have to wait until he's very, very good!"

   "Aw, baby, why do you treat me this way?"

   "'Cause I get off on it, that's why!"

   "Sadist.  What do I have to do to get to see the rest of the tape?"

   "Oh, I'll think of something!" Jeanie said with an evil leer.  He smiled
ruefully back at her.  The dimmed light in the living room made it a more
comfortable and intimate environment.  Marilyn noticed that Jims cock was
still rising in his sweats and she looked it over leisurely.  If the light
had been brighter, she might have pointedly ignored it.  But after showing
everyone her own body stark naked just a few minutes ago on the screen, it
seemed okay for her to ogle him openly.

   Jeanie had noticed that Marilyn was checking him out.  She was feeling
pretty turned on and daring right then.  She told him, "How about you start
with showing us your cock?"

   She'd startled him.  "Huh?  Right here?"

   "Sure.  I know that Marilyn would probably like to see how nice it looks
close up.  Take it out and show us what it looks like!" She turned to
Marilyn.  "How about it Marilyn?  You up for a little show and tell?" She
giggled.

   "Sure!"

   "Okay, Jim.  Let her see that towering pillar of manliness, that velvet
covered steel shaft!  That phallic wonder bar!" She started to giggle
uncontrollably.  "Show us what you got, big fella!"

   Jim was momentarily non plused.  Then he shrugged.  "Okay."

   Instead of pulling it out of his pants lying on the couch, he stood up
and pulled down his sweats and stepped out of them.  His cock was almost at
full attention, filled out and jerking it's way to full erection.  Every
time his heart beat, there would be a little jerk.  Jeanie turned to
Marilyn on the couch.  "Neat, eh?" She nodded back, never taking her eyes
from his cock.  "I'll bet we can get him to play with it for us, right
Jim?"

   He was flattered to be the object of Marlyn's stare, as well as
embarrassed by his girl friend making him into a sex object.  It wasn't
enough embarrassment to make him lose his erection though.

   "Hey.  Why am I the only one naked here?"

   "You're not naked.  You still have your top and socks on!"

   "Take em off, take em off!" Marylyn chanted.  Jeanie joined in the
chanting.  They kept it up until he good naturaledly pulled his shirt over
his head.  "I'm keeping the sox on though.  I don't want to get cold feet."

   That awful pun did something to Marilyn.  She loved bad puns and it made
her feel like she had known them both for a long time.  After the
appreciative groans, she felt liberated to enjoy herself.

   Jeanie leaned over to her and whispered in her ear.  "I hope that you're
getting off on this as much as I am!" Marilyn nodded.

   "Hey!  No fair having secrets!" Jim complained.

   "I was just asking her if she had any music she could put on to have you
dance for us to." Jeanie lied swiftly.  "I want to see you strutting your
stuff like some Chippendale stripper.  I want you to really put on a show
for us!"

   "Yeah!' Let's clear the coffee table away!  I'll get out some music.!"

   The couple moved the coffee table while Marilyn dug out "You can leave
your hat on", a favorite of hers since the movie Nine and a Half Weeks.  In
a few moments, they were ready and Jim was grinning nervously as they took
their seat on the couch.

   "How about this, girlfriend?  You ready to do some serious ogling?"
Jeanie asked with a leer.

   "I don't know about you, but I'm just dying to see some stud come out
and get nasty!"

   "Well, then, roll the music!" Marilyn hit the remote and Randy Newman
began to sing.  Jim swayed around a bit, working his way into the act.

   The two women were in an anything goes frame of mind.  Marilyn reached
behind her, turned on a halogen lamp, and aimed it at him like a spot
light. "Oh yeah!  Just what we needed!  Shake that thing, stud!" Jeanie
called.  She was being deliberately crude, making Marilyn loose her own
inhibitions, making her feel like she could say anything and not be self
conscious about it.

   Jim was a good dancer and moved well.  He closed his eyes and felt his
way into the music, beginning to get the beat inside of him.  He began to
feel like Mick Jagger, prancing around in front of the two women on the
couch.  He turned his back on them, bent over, and shook his ass at them.
Appreciative cat calls egged him on.  He turned and put his hands on top of
his head and gave a kind of slow roll up and down his body, making his
stomach muscles ripple.  He gave a roll to his hips and drew circles in the
air for them.  He was digging the girls-out-on-a-Saturday-night feeling
that their lewd remarks were setting.  They seemed to be egging each other
on, trying to top each other in grossness.

   "Check out the size of that cock!"

   "Yeah, and his buns!  Oh!  Wouldn't you like to get your hands on
those?"

   He moved around and gave them a view of his backside, working his hips
around in circles.  He thought of women strippers he'd seen and tried to
imitate their moves.

   The more that he danced, the more daring he felt.  There was something
that appealed to his exhibitionistic streak and his cock was rock hard. 
The way that the women were leaning forward on the coach, taking gulps of
their wine, drinking in the sight of his dirty dancing.  He closed his eyes
and felt like he was in a club, dancing for a room full of horny women.

   Jim was a pretty limber guy, used to stretching and bending.  He moved
around until he was on the floor on his knees in front of them, just out of
arms reach.  Then he leaned back on his hands, then back further until his
back was arched up, his cock pointing at the ceiling.  The moans that the
women gave him made him want to push the boundaries further.  He rolled
over and up to his feet in a fluid move.

   Both women were leaning forward on the couch.  "Shake that thing!" "Show
us what your got!"

   He moved around in a circle, just out of arms reach.  Then he danced a
little closer.  Jeanie reached out for him and he danced nimbly away,
shaking his finger at her.  No touching.

   "Aww!" she protested.  He shook his head at her.

   "Sorry ladies, Club policy.  No touching the performers."

   "Aw, he's no fun!" Jeanie complained, getting into the role playing.

   "Probably gay anyway," Marilyn asided loudly to her.  Jeanie giggled,
enjoying the way that she had picked up on the game.  "All these guys are
too pretty to be straight."

   "What a waste!" Jeanie lamented.

   Jim grinned at their ribald comments.  Then he danced even closer to
them, flexing his body and making his cock wave in front of their wide
eyes. He stood only inches in front of their faces.  Jeanie reached a hand
up again and he gave her hand a light slap to remind her of 'the clubs no
touching policy.' What he was about to do was going to push the bounds and
he wanted to make sure that he wasn't distracted before he finished his
performance.

   He moved so that his feet were between theirs, moving his hips
suggestively and making his cock dance just in front of their faces.  Both
of them were staring at it wide eyed as it moved back and forth just inches
in front of their faces.  He danced back a couple of steps, turned his back
on them, and crouched down, making thrusting movements with his hips.  He
looked over his shoulder at Jeanie, who tore her eyes off of his ass and
looked at him.  Her lust filled gaze answered his questioning look, giving
him permission to go for whatever he wanted to do.

   He moved around so that he was facing them again.  He moved up in front
of Jeanie, stalking her the way a matador stalks a bull in the arena. 
Small steps, moving up to her face.  She watched his cock like it was a
cobra being eyed by a mongoose.  He danced up slowly, closing the gap
between the tip of his cock and her face.  Then he moved his hips, widening
the spread of his legs, moving right over her legs.  Her mouth opened in
amazement.  He danced his cock for her, moving his hips so that it drew a
circle around her face.  Her face followed him through two circles until
she couldn't stand it anymore and she tried to grab him into her mouth.  He
dodged aside, feeling her wet lips on the side of his cock, missing taking
him in to her mouth.  He gave a twist to his hips and smacked the side of
her face playfully with his cock, like he had swatted her hand when she
reached for him.  Before she could react, he jumped back out of her reach.

   He glanced over at Marylyn, catching her slack jawed look of lust.  He
spun in front of her, seeing Jeanie lean back on the couch in delicious
frustration.  Her smoldering glance he returned with a grin.  He was
enjoying teasing her.  Now how would she feel if he did this?

   He moved in on Marilyn, who didn't even glance over at Jeanie.  He moved
his weight from foot to foot, working his way in towards her.  He glanced
over to check out Jeanie's reaction.  She was breathing hard and watching
his cock.  She must of felt his gaze, because she looked up at him briefly,
just a quick glance, then back to his hips swaying in front of Marilyn. 
Her hand unsnapped her jeans and plunged down inside her pants.  I guess
that answers how she feels, he thought, dancing even closer to Marilyn.  He
raised one leg and held it up in the air.  Then he fell to the left and
caught the arm of the couch with the ball of his foot, keeping his balance
and putting his crotch right into Marilyn's face.  He miss stepped just a
little, but it was enough to cause his dick to make contact with her face.
He thrust up and moved the tip of his cock along her hair line, across her
forehead and then down alongside her face and under her chin.  He could
feel her warm breath on his cock.  He twisted and brought it across her
shoulder and down her arm, then shifted his weight until the tip drew
across her breasts and snagged in her arm pit.  She moaned, then moved back
on the coach, hands busy between them.  Jim thought for a second that she
was making a grab for him and he was leaning too heavily on the arm of the
couch with his foot to jump back.

   But she was tearing her blouse open and fumbling at the front closure on
her bra.  In a second, she was laying back with her head against the back
of the couch, thrusting her breasts up in the air.  Jim glanced over at
Jeanie, checking for her approval of what he was going to do next.  She
gave him a quick nod, her hands busy between her own legs.  Then Jim pulled
his cock under her right tit, pulling back so that the tip went up her
cleavage, then drawing the tip over the erect nipple, trying to draw a
circle around it, but misjudging and having it slip down under the curve of
her breast.  She moaned and he moved forward again, glancing at Jeanie to
check how she was handling this.  Her heavy lidded stare never left the
action, so he thought that she was okay with what he was doing.

   He pushed his cock up between her breasts, then swayed form side to
side, dragging his ball sack across the nipple of first one breast, then
the other.  Marilyn arched her back up, pressing against his balls, digging
the feeling of his pubic hair grazing lightly across her skin.  She moaned,
a delicious low throated sound that tightened the tip of his penis to plum
tautness.  He moved back so that she could feel the tip dragging across her
skin, the tip leaving a wet trail.  God, this was exciting!

   This time he moved so that the tip touched the left nipple and he moved
so that he was able to draw a circle around her nip, causing her to moan
again.  He could feel her moving under him, trying to make the contact
heavier.  Her nipples were both hard as little pebbles.  He thrust a
little, moving the tip of his cock so that the ridge dragged the stiff
nipple over.  He felt a hand on his ass and knew that it wasn't Marilyns,
both of her were still trapped down below his spread thighs.  Jeanie
obviously couldn't resist a coping a feel.  He sawed his ridge across her
nipple a few more times, then moved it so that it was aimed right between
her tits again.  Then he drew it down, down over her stomach until it
bumped past her navel.  He pushed it so that it was pushing into her belly
button, the big cock head totally filling it.  With that as an anchor
point, he moved around.  He could feel her arm muscles against his thighs.
She must be playing with herself, he thought, delightedly.  He looked over
at Jeanie.  She had a hand inside of her velour top and was massaging a
breast, her other hand busy in her pants, obviously enjoying the lewd show
he was putting on.

   He put his leg down from the arm of the couch onto the cushion, then put
his other foot up on the cushion, he put his hands on the back of the couch
and moved his cock up, up between her breasts and under her throat, then up
through her hair, tracing the outline of her face with his cock.  He slid
around her face twice, then moved so that it slid down across her forehead,
then lowered himself so that it was lying along her nose, the long shaft
laying up across her nose and forehead, his balls divided by the tip of her
nose.  She moaned and arched under him, the nose tip moving side to side.
He pulled back and back farther yet.  The tip of his cock moved down her
nose until it suddenly flopped down onto her lips.  He felt her mouth open
and he moved forward, thrusting away from her lips, the tip nudging her
closed eye.  Then he drew back suddenly, the skin of his cock dragging her
lower lip down, the wetness a delicious thrill.

   He tried to stand up on the couch, but the cushions were too soft and he
started to fall.  He was able to catch himself on the back of it and stop
himself from crushing Jeanie.  He threw a leg up on the back of the couch
and almost hit Marilyn with his foot.  Careful, he thought to himself.

   The music had long since stopped, but he had the rhythm in his head and
kept his body moving.  Jeanie pulled her scoop necked top aside and worked
her breast out the opening.  Obviously, she wanted some of the same
treatment that he had just got done giving Marylyn.  She cupped her own
breast, dragging the nipple across the tip of his cock.  Marilyn opened her
eyes and looked over at his girlfriend.  Jeanie had moved so that her head
was lying back in a corner of the couch and she could see that she had her
hands down her pants, the knuckles on the back of her hand forming four
little lumps that moved under the cloth covering her crotch.  Marilyn
unsnapped her own jeans and tried to put her hand down them, but the
sliding down the couch she had done had caused the material to become
stretched tight, blocking her hand.  She squirmed around, sliding the jeans
down enough to give her access.  The sexual frustrations of two and a half
weeks needed taking care of and she didn't care if they saw her or not. 
Her inhibitions had weakened watching Jim dance and departed when he
dragged the wonderful cock of his over her face.  When she had ripped open
her blouse, she had worried briefly about what Jeanie might be thinking,
but had forgotten all about her when he started that wonderful sliding all
up and down her face and boobs.  Her hand plunged into her panties, fingers
stabbing into the wet slickness and up inside of her.  A quick squeeze and
the pressure on her clit made her moan as a mini orgasm ripped through her.
When she opened her eyes, she was looking right up between Jims legs, the
curve of his butt opening and closing as he moved around on Jeanie's
breast, the wrinkled ball sac sliding around on those two eggs clenched up
tight to his body, the vieny column pointing down to the brown tip moving
over Jeanie's stiff brown nipple.  Jeanie's legs were spread open, one leg
on the outside of his, her hand humping away at her cunt under the jeans.
God, it was a hot scene, she thought to herself and her fingers worked away
inside of her, her other fingers pinching her nipple lightly.

   She wanted to reach out and touch them, his cock and balls, the firm
buns dimpling in front of her.  She wanted to see Jeanie's hand working
away without the cloth in the way of her gaze.  She wanted to take and nip
that firm ass, nip it along that furrow, tongue that ball sack and push
those balls around with her tongue.  There was a horniness that she hadn't
felt in years coursing through her as she stared at hot scene in front of
her.  Her jeans were in the way, limiting the way that she could move her
hand.

   Jim moved on the couch, trying to work his way around to where he could
get his cock to a better position.  He bumped her with his foot, then tried
to work his leg up, his squirming moving that great ass in front of her. 
She moved out of his way, standing up and letting him get himself
straightened out on the couch.  He moved into a crouch over Jeanie. 
Marylyn thought that they wouldn't mind if she got out of her jeans so that
she could play with herself easier.  She squirmed out of them and her
panties, kicking off her loafers until she was just standing there in her
open bra and blouse.

   Jim was hunching forward over Jeanie.  Marylyn crouched down a little
behind them and could see that Jims cock was dipping into her mouth. 
Jeanies hips were thrusting up in the air, her fingers busy in her crotch.
Marylyn got down, kneeling between her legs.  She bent forward and licked
at his ass, tracing a line along side of his crack.  She turned her head
and licked down the other side of his crack.  She could feel a trickle of
her juices running down her thigh.  She felt like anything went.  She knee
walked up, feeling her legs meet Jeanies thighs.  She sat back and then
leaned in, licking that ball sack that was holding his wonderful balls. 
She licked them, hearing him moan and getting a deliciously dirty thrill
from knowing that his cock was busy in Jeanies mouth.  She could hear her
slurping on it, sucking him into her and she almost came, just hearing the
wonderful sounds that they were making.

   She nuzzled her way in, her nose bisecting the furrow and allowing her
to get closer to his balls.  'She got her lips on them and then gently
sucked them into her mouth, feeling his ass muscles clench at the
sensations that he was feeling.

   She sucked and tongued his balls gently for a few minutes.  She could
feel him thrust and sometimes she could feel his cock moved by Jeanie's
mouth.  She could feel the side of Jeanie's hand working on the side of her
leg.  Then she went up on him, tonguing her way through that area behind
his balls, her nose plowing up his furrow.  She felt him tense as she got
closer to his ass hole, feeling the way he was anticipating or wondering
what she would do when she got to there.

   She didn't know what she was going to do when she got there, either. 
But when she did, she just traced a circle and then pushed her tongue
slowly inside of him, feeling like she was doing something really dirty and
thrilled by it.  He groaned as she pushed her pointed tongue into him,
tasting the tangy tartness of his asshole.  Then she fattened out her
tongue and felt him slowly open to her.  His ass cheeks were rock hard
against her face.  There was another moan and she wiggled her tongue.  "Oh
god!" he groaned.  She knew that she could make him come if she kept this
up, so she took her sly tongue out of him and continued up his furrow, the
hairs rasping over her tongue and lips until she got to the top of his ass
mounds.  Giving into a sudden impulse, she bit him.  She felt him lunge
forward and she chuckled.

   Breaking that taboo with his ass had opened her up.  She pushed herself
up, pushing against his ass.  She stood up and then grabbed a hold of
Jeanies pants, pulling them down her legs.  Jeanie hunched upward, lifting
her buttocks off the couch so that she could get them down off her.  Then
there was Jeanie's hand, furiously rubbing away.

   Marilyn had never seen another woman jill off in real life before, so
she knelt down between her legs and got a close up view.  She hadn't been
prepared for how wonderful the smell was up close and she had an impulse to
lick her fingers, but she was afraid that that might freak her out and she
didn't want to freak Jeanie out in any way shape manner or form!  She
wanted her to have a good time and keep the mood of the sex feast going. 
But she made a note of how good she smelled and suddenly understood how men
and women could get into licking pussy.

   She reached up between them and grabbed a hold of his cock.  It was the
first time she had held it and she noticed that it was just slightly
thicker than Johns.  She had probably had bigger cocks, but that had been a
long time ago and the thrill of touching a strange cock was both novel and
exciting.  She stroked it, feeling the pubic hairs on the top of her thumb
and forefinger, sliding down the shaft, she felt Jeanies lips.  She felt
that she could do anything with them that she wanted.

   She stroked him for a while, then pulled him up out of Jeanie's mouth.
Jeanie moaned a protest, but when she guided him in a circle around her
lips, she stuck out her tongue and Marilyn could feel her tongue lapping
the bottom of her hand.  On impulse, she put a couple of fingers inside of
herself and then brought them up to Jeanie's lips.  She sucked them into
her mouth, tonguing them and slurping the pussy juice off of them.

   There was one thing that Marylyn had a letch to see up close and she
stayed kneeling between their legs while she pulled him back by the cock.
He got the idea and wormed his way down until he had the head of his dick
pointing down into Jeanie's finger filled cunt.  Jeanie pulled her fingers
out of herself and was ready to take him inside of her, but Marilyn had a
good grip on his cock and wouldn't let him thrust forward into her.  She
took her free hand and widened Jeanies cunt lips.  Cunt lips so purple with
desire that it looked like someone had painted them.  She stroked his dick
and put her head up close, close enough so that she could lick it.  She
moved it to one side and there was that place which was normally hidden
behind the neat little triangle of hair.  She had pulled the lips back and
there was Jeanies clit.  Laid open in the folds of skin, spread open like a
butterfly, the heavy shaft filled out as big as her little finger.  The
sheath of skin covering her from the top of the spread out down to where
the shiny little pearly tip peered out.  She was awed by this close up view
and would have continued to look at it for a long time, but Jeanie made a
frustrated sound and Marilyn knew that she wanted desperately to have that
big cock of Jims inside of her.  After all, how much clit teasing could one
girl take?

   Some impulse caused her to blow on the clit, a puckered up stream of air
that she could direct like it was a fire hose.  There was an immediate
tensioning of the leg muscles and then the clit seemed to get bigger.  The
tingly little breeze must have had an effect on Jim to, because his moan
and Jeanies were almost simultaneous.  She flicked the stream of air over
Jeanies clit and she made this wonderful mewing sound that came straight
from her cunt.

   Marylyns hand took Jims cock and rubbed the tip up into the spread lips.
She made it so that the prick lightly grazed Jeanies clit.  She loved
having control of them like this and from their moans, they were enjoying
it too.  She slipped her tongue out, lapped the end of his cock, on that
special place right under the glans, and loved the guttural moan that he
made.

   She wandered her hot tongue back and forth on him, keeping a tight grip
on him so that he couldn't thrust forward and into Jeanie.  But Jeanie had
been frustrated long enough and hunched herself up so that the tip of his
dick slipped inside of her pussy.  Marilyn had her fist around him though,
the edge of her little finger braced against Jeanies pubic bone so that it
couldn't go further in.  She lapped him, making him squirm.  Giving into a
sudden letch, she shoved her tongue down into the shaft and pushed it
inside of the tightly stretched vagina.

   "Oh god!" Jeanie moaned.  "Ohhhhhhhhhh!"

   Marilyn smiled inside, digging how much power she had.  She curled her
tongue up, moving her head a bit so that his balls were on her forehead. 
They both moaned.  She worked the tip of her tongue over the little pee
slit, worrying it until it parted as much as it could.  She had never made
love with a woman, though she had thought about it once in a while. 
Somehow, this was like she was eating them both out.

   Maybe, she thought to herself.  Then before she could think about it any
more, she pulled her tongue out of them and let go of his cock.  She had
only a quick look at the little brown wrinkled hole before she stabbed her
tongue into it, the sudden sensation causing Jim to thrust away from it. 
But the only place that he could go was straight ahead, pushing his dick
deep into Jeanie with one lunge.  Marylyn had kept her tongue in contact
the whole time and when he bottomed out, she kept pushing it forward.

   Jeanies "Ahhh!" and Jims "Ugghhhhhhhhhh!" mingled together and Marylyns
tongue pushed up inside of him, stabbing through the tight rings of his ass
hole until her lips were pressed tightly to him.  She worked her tongue
around in there while he moved around.  Maybe he was trying to get away,
maybe he was enjoying it.  She didn't much care at that point.  He groaned
again as she worked away in him.

   "Oh god!  You feel so big!" Jeanie moaned.  "Ohh!"

   Marylyn began to jab her tongue into him, causing him to take little
jerky motions.  She dug the musky smell of him, the wonderful way that she
would jab and he would jerk.  "Oh yes!  Oh god!  Marylyn, what are your
doing to him?  It's so wonderful!"

   Marylyn giggled, then lightly stroked his balls.  They were pulled up as
tight to him as they could get.  She felt down past them, slightly
surprised to feel that shaft ending just past them and the tightness of
Jeanies pussy stretched around it.  The slick fluids she had been producing
with her arousal made the space below slippery.  She lightly traced her way
down between her buttocks, tracing out the slick path that went all the way
down to the couch cushions.  The temptation was there and she took a moment
to get her finger slick with Jeanies juices before she acted on it.  Then
she pointed it at her little asshole and started to push.

   "Oh, noooo...." But she didn't sound like she meant it and Marilyn kept
up the pressure.  Slowly the tight ring parted and her finger slipped
slowly in.  Jeanie gave a groan of delight at the new sensation and her
finger could feel the ring around it squeezing and relaxing.  She imitated
the squeezing with thrusts of her tongue and could feel Jims cock stiffen
and relax, then Jeanie tighten, then her tongue would thrust and the circle
would start again.  She kept up the pressure of her finger until it was
buried as deeply as she could get it.  She could feel Jim's cock buried
inside of Jeanie alongside her finger and she rubbed it with the finger she
had inside of her.  She began to move it gently from side to side, subtly
rubbing him and enjoying their moans.

   For several minutes she played with them, enjoying the control that she
had over their nervous systems.  This was getting to them and finally they
couldn't take any more and begin to move.  Reluctantly, she pulled her
tongue out of Jim and then her finger out of Jeanie.  They were beginning
to move more, the length of the cock being exposed and then hidden again.
She watched them fuck, fascinated by the way that Jims cock would pull out
her pussy, the tight sheath clinging to her lovers phallus as if wanting to
suck it in.

   She stuck her fingers into her pussy and played with herself for a few
minutes.  Jim was thrusting almost the full length into Jeanie.  She could
see a tiny bit of color of his glans on the pull back.  It was evident that
he was getting into it.

   She wondered what Jeanie was looking like right now.  She backed away
and got up.  Jim put his legs together, sock covered toes digging into the
carpet and butt clenching as he drove into her.  Jeanies legs were spread
wide, toes curled up in ecstasy.  She moved around them until she could see
Jeanies face.  Her eyes were closed and she looked like she had put on a
heavy coat of eye shadow.  There was a curious grimace on her face, one
that would flash when ever Jim was thrust deep into her.  Marilyn wondered
if he was hitting her cervix.

   Jeanie suddenly opened her eyes and looked right into Marylyns.  She
glanced down at where Marylyns fingers were buried inside of her own box.
She looked at them for a while, then looked back up into her eyes.  Jeanies
body was getting pounded ruthlessly by Jim, her brown eyes reduced to
slits. Then her face scrunched up and she arched back, toes curled and she
screamed as her orgasm hit her.

   God, she looks beautiful, Marylyn thought, like she was having some kind
of religious experience.  She watched as she thrashed and twitched under
the sensual assault.  I wonder what I look like when I come?

   Jim had grabbed her ass and was holding himself tight up in her while
Jeanie came.  He waited a moment and Marylyn could see his ass clenched
tight, the rock hard buns quivering with the force of his deep thrust in
her pussy.  She watched and he gradually relaxed.  Jeanies hands, which had
been clawing into his shoulders relaxed and she lay under him gasping,
trying to catch her breath.

   "You okay, hon?" he asked her.

   "Mum hum." She replied.  "Am I ever!" She opened her eyes and looked up
at Marilyn and grinned.

   "Ready for more?"

   "Mmmmn.  Aren't we forgetting our hostess though?"

   He whispered something in her ear.  "Don't you wish!  But I can think of
something that we could do that might make her happy." She whispered back
to him and he eased back, stretching his arms out and taking his weight off
her.

   "Sounds like a plan to me!" he grinned down at her.  He turned his head
to Marylyn.  "Come on over here!"

   She moved over to where they were lying on the couch.  "What do you have
in mind?"

   "Set your ass up here in the corner so I can eat that lovely pussy of
yours."

   Marylyn grinned at them and scooted up on the corner of the couch.  She
looked down between her legs at Jeanie.  "You going to be okay with this?"
Jeanie looked up at her and grinned.  "Yeah.  Just let me scrunch down a
little."

   Jim and she wiggled down the couch, working their bodies so that Jeanie
was lying flatter.  Jeanie reached behind her head and adjusted the pillow.


   "You sure you're up for this?" Jim asked her.

   "Oh, yeah!  Am I ever!" He laughed at the enthusiasm in her voice and
then looked up at Marylyn.

   "Okay, now move down to where you're almost sitting on her head.  Yeah.
That's it." He coached her.

   Jeanie spoke up.  "God, you look wet!"

   "I am, honey, I am!" she said with a lusty laugh.  "Hope you like the
view!"

   "I love the view!  Ready?"

   "Sure am!" Jim said enthusiastically.

   "You're going to love this," Jeanie promised.  "He gives the best head!"

   "I don't think that it's going to take much to get me off," Marylyn
confessed.  "I damn near came just watching you come.  Did anyone ever tell
you that you look like your transformed when you come?"

   "No, but it's a compliment that I'll always treasure!"

   "Now lean back and enjoy," Jim said.

   It had been odd and exciting, having a conversation while knowing all
the time that Jim had his cock buried in Jeanie.  She watched as he lowered
himself down and put his face up between he legs.  He worked his hands
around until they were under her.  He urged her forward and she went along
with the directions that the hands were giving her.  She was worried about
Jeanie and made sure that she wasn't putting her weight down on her head.

   She finally got settled, feeling her ass settling down on Jeanies head.
She felt her move around and then her arms came up and grabbed her waist.
She tried to pull back, disappointed that this wasn't going to work, but
Jeanies hands pulled her down further.  Jims tongue lapped into her
lightly, a quick lick down her labia.  Then another tongue was thrusting
into her.

   She froze for a second, thinking that what she was feeling must have
been a mistake.  But the tongue inside of her licked up into her again and
she realized that it was deliberate.

   "Oh my god!" Jim had gently sucked her clit into his mouth and he was
softly moving his tongue back and forth over it while Jeanies was lapping a
circle of fire around her vagina.  "Oh GOD!"

   The pent up desires inside of her had been too long building.  She came,
the quickest orgasm that she had ever had.  She jerked and quivered and the
two hungry mouths began to lap her faster.  The first orgasm was just the
platform that the other ones were built on.

   She squirmed and humped up and down spasmodically while they feasted on
her.  She felt like she had never been eaten before and couldn't believe
how fantastic it felt.  Once in a great while, she would get into multiple
orgasms and this was one of those times.

   She supported herself on her hands and let them pull her around, the
four hands on her waist and ass guiding and restraining her, allowing her
to move but not too far.  They worked her to where the greedy mouths were
feasting and she gave in to the sensations.  She went into a place where
the only thing that she could feel was the tongues, slippery ells wiggling
up inside of her, teasing out orgasm after orgasm.  They worked together
and they worked separately, combining different tempos and pacing,
counterpoint to each other, other times in synch.  She felt like she was
being played.  She gasped and groaned, roiling circles of desire running
through her body, feeling like she was about to explode, like she was going
to float away, like she would die if the kept going and not caring.  It
couldn't get any better than this.

   She felt the tongue in her vagina slither out and the hands were urging
her to slide down a little.  She felt something big tying to force it's way
up inside her and she groaned as her pussy lips were spread apart.  A
distant part of her mind (or what was left of it) knew it was Jeanies chin
that was forcing it's way into her.  But she was twitching from the tongue
that was playing across her peritoneum.  Then the tongue was forcing it's
way up into her ass hole, a bolt of raspy slithering insinuation sensation
that spread her open and she just melted.  She felt like she was letting
something into her soul.

   She screamed, leaning back and arching up.  The tongue on her clit was
furiously blasting her into another orgasm, bumping and lashing and
churning out orgasm after orgasm.  She heard another scream echoing her own
and she had her mind explode into a rich red tapestry of exploding streaks
of fiery white gold that flowed over her and made it impossible for her to
go on.  The sensations suddenly overwhelmed her and she wretched herself
free of their grasp, pushing her self up and out from between then, somehow
rolling away from them so that she could get great gulping gasps of air.

   She laid there, motionless on the carpet, her body covered by a slick
coat of sweat, her cunt pounding and gulping, the echoes of the endless
batch of orgasms dying away with in her.  She was vaguely aware of the
couple on the couch pounding away, Jeanie churning out another orgasm and
then Jim gasping and working his own orgasm until he collapsed on top of
her, spent.

   She floated back up into full consciousness and lifted her head and
turned herself on her side.  It looked like they were catching their
breaths too.

   "My god, guys!  That was the best orgasm of my life!"

   Jim rolled his head over and looked down at her with a sleepy smile on
his still wet with her juices face.  Jeanie had her face partially hidden
by his shoulder, but she could tell she was grinning from the crinkles
around her eyes.

   "Glad you could come." He punned at her.  Jeanie gave him a pinch in the
side.  "Ow!"

   "You guys want to stay for dinner?"

   "I've got to finish that apartment." He made a feeble attempt to get up.
"Soon as I learn to walk again."

   "Take your time.  I'm in no rush to do anything besides lie here and
nap."

   "That sounds good." Jeanie agreed.

   "Well, that's okay for you two to say.  I've got to work." With an
extraordinary effort, he managed to sit up.  "So far, so good." He thought
about it for a second.  "So far, too damn far."

   "What's a matter, big guy?  We wear your ass out?"

   "Ass, tongue, cock and a few other parts that have yet to be heard
from," he admitted.

   Jeanie flipped her leg up over him and sat up, making it look easy.  She
giggled at them.

   He got to his feet.  "Wow, I can walk!  A miracle!"

   He walked over and pulled on the sweat pants that were on the other
couch.  There was a search for one sock that had gone down behind the
cushions.  Then he pulled on the sweatshirt.

   "Back to the salt mines.  Be good, you two."

   "We aren't good," Jeanie said.  "We're great!"

   He laughed and walked over to where he had left his paint shoes by the
door.  "Thanks for lunch!" he called out.  Then the door opened and closed
and he was gone.

   "Wow."

   "Yeah." Jeanie replied.  She looked over at Marilyn with concern.  "You
okay?"

   "Mmm.  Better than okay.  Fantastic.  I just don't want to move again
for the rest of my life." She forced herself up onto an elbow.  "Thanks. 
That was fantastic."

   "Yeah.  Thanks for turning me on to that."

   "Me turning you on to what?"

   "The whole, uh, anal thing.  I didn't have any idea of how fantastic it
could feel to have some one," she blushed, "you know."

   "Well, you seemed to have turned me onto something new, too.  I have
never come in my life like that!  Two tongues, all I can say is wow!" She
sighed.  "Anything else is going to be a let down."

   "Glad you enjoyed it.  I don't know about you, but I think I'm going to
go home and take a nap."

   "Why bother going home?  Why don't you crash out here?  There's plenty
of room, we've got a big bed."

   Jeanie gave her a sly grin.  "You coming onto me girl?"

   Marilyn paused.  "I wasn't, really."

   Jeanie pouted.  "Aw, I'm disappointed." Then she grinned to show that
she was kidding.

   "Well.  If you want me to, I could." She blushed.  "Um.  I've never been
with a woman before."

   "You haven't?  You're kidding!"

   "Uh, no.  I've thought about it, but it just never came up before."

   "Well.  You could have fooled me.  You were great."

   "Thanks.  I guess I really got carried away by the heat of the moment.
It just seemed like the thing to do at the time."

   "Hmm.  Well, I guess that I better get dressed and go then."

   "You're welcome to stay.  Really"

   "You sure?"

   "Yeah.  Want to grab a quick shower and then a nap?"

   Jeanie bit her lower lip.  "I might want to fool around a little.  Is
that going to be okay?  Once I get started, I can really keep going for
quite a while."

   Marylyn thought it over for a moment, checking out how she really felt.
Everything in her was in agreement.  "I'd love to have you." Jeanie looked
at her blankly for just a moment, then caught the pun and grinned.

   "I'd love to be had by you!" she volleyed back.

   They grinned at each other.  Marylyn suddenly thought that her rainy
days weren't going to be as empty anymore.