Note: This story was dynamically reformatted for online reading convenience.
 
 After the children left home and went to university, my life disintegrated,
well at least my marriage did.  Without them the sheer loneliness and
boredom of a financially secure relationship began to haunt me.  It didn't
seem worthwhile being with a man who travelled endlessly on business and
worked the most horrendous hours in his pursuit of a partnership with one
of the world's leading law firms.  I became disillusioned and bitter that
Richard wanted to work or travel rather than be with me and that doing a
deal seemed far more important to him than fucking his wife.  Our sex life
all but disappeared.  That was part because he was 'never' at home, but
also because when he was we almost constantly argued.

   So we tried a trial separation.

   *

   We'd known Mike and Carey for several years.  They aren't amongst our
closest friends as a couple for I had met her years ago and she and I
always got on well so when she paired up with Mike, we saw them from time
to time as a foursome They were both in advertising and we saw them fairly
regular, well seeing them fairly regular meant going out to dinner on
average every other month, but Carey and I talked on the phone frequently
and had girly lunches at least monthly It was Carey who'd persuaded me to
take the freelance job and probably they had been the most supportive
couple since the break up.  She was slim, blonde and beautiful and he was
dark, tallish and handsome in a slightly Balkans way, black hair and lots
of it, swarthy features and piercing dark eyes.  We were all in our early
forties but, like me, they could pass for several years younger.

   "Why not escape one week-end with us Cat," Carey had said over a glass
of wine one lunchtime, "and come up to the cottage in Norfolk."

   The idea appealed.  It sounded great to go onto the countryside for a
few days and leave all my worries behind.  So there I was a couple of weeks
later bombing up the M11 in my brand new BMW 323 convertible.  The weather
was unusually warm, so I had the hood down and with both children at uni my
troubles and worries seemed to decrease as I rapidly ate up the miles
between me and their holiday home.

   The satnav on the BMW worked perfectly getting me through the winding
lanes around the Broads in Norfolk to deposit me outside the most charming
thatched cottage imaginable.

   "You have arrived," the slightly annoying voice advised from me from the
speakers as I pulled into the gravel driveway.

   We had a lovely Saturday.  After a light lunch we had a lazy afternoon
around the small pool soaking up the sun, chatting and gossiping about
mutual friends.  We then had a delightful dinner at a local pub that was
within walking distance so there was no worries about drinking and driving.
We took advantage of that by having three bottles of wine between us.

   Walking home all of us dressed in shorts and tees, Mike was in the
middle and he put his arms around both of us as we laughed and joked the
few hundred yards through the failing light back to the cottage.  Brandies
in our hands we sat in the cosy lounge listening to music in candlelight
and, inevitably I guess, the conversation turned to Richard and me.  I
found myself opening up to them and telling them more about the background
and how I felt.  This, for some reason, included my feelings about dating
and even touched on the loneliness and how much I missed being with a man.
I guess the wine and the talk made me a little morbid and I started to cry.
Whilst I'd done plenty of that in the first couple of months it had now
been some time since I'd broken down and I said I was sorry but both of
them were so kind and understanding that my heart went out to such good
friends.

   Carey came and sat right next to me on the sofa and put her arms around
me as Mike said consoling words and told me what a silly and selfish
bastard Richard was.  They made me feel better and being so close to Carey,
for she kept her arms round me, was strangely comforting and the
tearfulness passed as I sipped my brandy.

   "Well I reckon it's time I showed you where things are upstairs Mandy,"
she said, adding, "then we'll get you tucked up in bed shall we, this
Norfolk air is very tiring?"

   Smiling I replied, "Yes mum," and we all laughed.

   She showed me where the bathroom was and how to open the windows with
the burglar proof locks and then into the bedroom that was quite small but
beautifully furnished with a double bed.  I undressed, slipped on a long
tee shirt that I sometimes wear in bed, and went to the bathroom and
cleaned my teeth.  Back in my room I'd just slipped under the single sheet,
for it was still very warm, when there was a knock on the door and Carey
called out as she opened the door,

   "Everything OK luv?" .

   "Yes great, I'm fine now," I smiled at my friend as she came into the
room wearing a lacy nightdress that was very low at the front.

   "Good, I'm pleased," she replied coming over and sitting on the side of
the bed.

   We talked for a while about the 'trial separation' Richard and I were
having and how things had changed for me.  I said how lucky she and Mike
were to be in such a loving relationships.  She was sitting very close to
me so that my leg under the sheet was pressed against her hips and as she
moved or leaned forward the loose top of her nightdress would gape and I
couldn't avoid seeing down it.  Several times I saw most of her small
breasts and twice I saw her nipples as well.  I didn't think anything of it
for we were close friends and several times I'd showered with her after
playing tennis and even this afternoon she'd sunbathed topless.

   "Can anyone join in?" I heard Mike saying from outside the door which
he'd tapped upon discretely before putting his head round it..

   "Sure, the more the merrier," I responded pulling the sheet up a little.
I was aware that the thin tee shirt was stretched fairly tightly across my
breasts and that most likely the outline of my large nipples would be
showing through it.  He walked in carrying the bottle of cognac and three
balloon glasses.

   "Perhaps a nightcap ladies?" he asked plopping himself down on the other
side of the bed to Carey.

   "Please," we both said as he poured them out.

   "You know Cat," Mike said seriously, "Richard must have been absolutely
barmy to let you go by being so fucking stupid, mustn't he Carey?

   "Yes" my friend replied lifting her hand and running the back of fingers
across my cheek.  "Bloody stupid to lose such a gorgeous and lovely woman."

   They were making feel a little weepy again with their so encouraging and
loving support.

   "Come on Cat, don't let it get to you again," Carey said, her fingers
gently clasping my chin.  "He's just not worth it, if work means so much to
him that he completely neglects you."

   "I know, I know," I said fighting back the tears, "it's just that I so
miss him."

   "Him?" Mike said.

   "Well no not him but a man, being held and being cuddled, having
company, oh you know what I mean."

   "Yes darling, yes we do," Carey murmured taking me into her arms and
holding me.  It felt nice and I found myself cuddling up to her, but more
like a baby to a mother or like sisters than anything else.

   Mike leaned forward and put his arms around both of us.  He kissed me on
the head and muttered softly.

   "You know that we both love you don't you Cat and that we'd do anything
for you?"

   I smiled at him and replied, "Yes Mike, you are both so kind to me and
I'm very grateful."

   I was still in Carey's arms my larger breasts pressed against her pert
boobs her fingers gently stroking my hair.  Mike still had his arms round
the pair of us, one knee on the bed pushing into my hip.  Carey moved her
face so she was looking directly into my eyes and smiled as she whispered,
quite hoarsely I noticed,

   "Men can be such bastards Cat, who needs them really?"

   I looked directly into her eyes as she said that and saw such love,
affection and understanding in them.

   "I don't know Care, but they have their uses, sometimes." I whispered
feeling suddenly very excited but not being really aware why and what at.

   "I know darling you told me earlier, remember?" she said referring back
to a chat we'd had during the afternoon when Mike had popped to the shops
and I'd told her how terribly frustrated I became.  "And, darling, I have
the answer to that," she whispered staring deeply into my eyes one of her
hands stroking my chestnut hair that I had left long so it was tumbling
over my bare shoulders.  I didn't speak for I had no idea what she meant so
I raised my eyebrows at her.

   "Yes we have the answer Cat, Mike and I have it don't we darling?" she
said as she looked at Mike.

   "Well we think we do," he added.

   "Yes darling," Carey cooed,.  "You know that Mike and I are deeply in
love don't you?  You know that we both love each other and that we both
love you as well don't you?"

   "Yes Carey," I croaked as she put her fingers just where my neck joins
my shoulders one of them gently rubbing my bare skin where the tee shirt
ended.  And then she hit me with the bombshell that was, in some ways, the
most generous and loving thing that had ever been said to me.

   "Cat darling I want you and Mike to make love," she blurted out.

   I didn't know what to say or think as her incredible words burned into
my brain.  She went on,

   "I want to share him with you so we can all love each other and so you
can enjoy sex without any recriminations or entanglement for I know you
don't want that."

   "Oh God Carey," I said startled and shocked at what I'd heard.

   "Of course Mandy," Mike joined in.  "That's only if you'd like to and if
you fancy me."

   I'd never thought of my friend's husband in that light and I told them
that.

   "I know you haven't Cat I know," Carey said.  "As I would never have
thought of Richard like that or Mike of you, but given the circumstances
and totally and completely with my agreement, why not?  You do find him
attractive don't you?"

   I agreed truthfully that I did but that I wasn't at all sure about the
idea.

   "We both want to do this for you Cat and for us," Carey whispered, her
fingers now running along my shoulder going under the top of the tee shirt
towards my shoulder joint.  "Please say yes darling please let's do this."

   I looked from her to Mike and back again my heart pounding as I thought
of the sexual satisfaction they were offering me.  They both stared at me
with love and now I could see desire in their eyes as well.

   "Well Cat?" Mike asked flashing a broad and quite endearing smile at me.
"You're not going to ruin my ego completely by rejecting me?  I will never
get over it if you do you know."

   I smiled at that and heard myself whispering to Carey, "Oh Carey you are
both so kind."

   "No it's not kind for we love you and we love each other and we want to
share that with you," she said, adding.  "Say yes Mandy, please say yes."

   "Oh Carey, oh Mike, oh dear," I muttered, pausing before very softly
adding.  "Yes, yes, oh yes please."

   Carey hugged me laughing out as she said, "That's great Cat, I'm so
pleased.".

   "Yes" Mike said joining in and leaning over kissed me on the cheek.  "So
am I Cat, so am I"

   "There's just one proviso Cat.  "Carey said quite seriously.  "And
that's that I'm here in the room with you both when you make love."

   That also shocked me at first.  But as I thought about it I could see
her reasoning and looking at her and smiling I replied, "Yes of course
Carey, I understand that and that'll be fine."

   "Wonderful," she beamed smiling from cheek to cheek and squeezing my
hand as she added, "I really am so pleased darling."

   She slowly pulled the sheet back until it was nearly down to my knees.
My breasts were making a large bulge in the tee shirt and my nipples, that
I realised had hardened as I'd taken in what my friends had suggested, were
sticking out like two acorns.  The tee shirt hardly covered my crotch and
my bare, tanned lags were stretched out vanishing under the sheet.  I
watched as Carey took the hem of the tee shirt in her hands and said very
thickly,

   "I don't think you'll be needing this do you Cat?"

   I looked into my friend's eyes feeling very nervous but also extremely
excited as I said softly, "No Carey, I don't suppose I will."

   Then seemingly so slowly, but in reality fairly swiftly, I felt her pull
the hem up.  It went up past my thighs until it was caught under my bottom.
I lifted myself up to help her and felt it slip over the vee at the top of
my legs.  It snaked up my tummy and over my waist.  As it reached my
breasts I lifted my arms up so that Carey could pull the long tee shirt off
me.  I felt a little embarrassed sitting there bare breasted with the sheet
now beneath my knees my tawny hair covered mound exposed to their view.

   "Oh Cat," Mike murmured, "Your breasts are every bit as wonderful as
I've always imagined them." He ran the back of his fingers across the flesh
above my nipples sending such a shudder of feelings through me that I'm
sure my body jolted a little.

   Smiling I replied, "That's if you like saggy tits Mike," as I looked
down at them feeling as though they were sort of sitting on the band of
slightly bloated flesh around my stomach.  I know my boobs look good when
I'm standing and am dressed but the DD size of them and the ravishes of
childbirth have made them in need of support so, sitting upright really
did, I felt, present them in the worst possible light.

   "No they are lovely," he said reaching out and cupping one as he leaned
forward and kissed me softly on my lips.  I glanced at Carey as we kissed
and felt reassured by her smile and the squeeze she gave me on my hand.

   She said softly and very thickly, "Why don't you undress darling and get
in bed with Cat?"

   She gently pushed me back indicating that I should lay flat on the bed.
I snuggled down as Mike quickly lifted his shirt over his head revealing
the dark skinned muscular body I had glanced at quite admiringly while we
had been sunbathing earlier.  I could feel the excitement and anticipation
together with nervousness and a little guilt building up in me as I saw his
fingers undo the belt and zip on his shorts.  Slowly he pushed them and his
underpants down at the same time.  Lifting them outwards to go over his
penis he then quickly shoved them down freeing his full erection and baring
himself for me.  He really did look rather magnificent naked.  His flat,
six pack stomach, lithe, muscular body, slender, powerful looking legs and
his thick, dark and fairly long, fully erect penis, surrounded by a mass of
black, pubic hairs all combined to make for a vision over which any women
would drool.  And one laying naked before him waiting to make love to him
drooled particularly.

   He seemed to pause for a moment as if exhibiting himself to me to ensure
my approval before lying beside and whispering as he took me into his arms,

   "I want this to be so good for you Cat, but if at any time you feel
uncomfortable please just say so and we'll stop immediately."

   His arms went round me pulling my body towards him his mouth opening as
it came near to mine.  It felt good to be in a man's arms after three
months, but also very strange knowing that it was my friend's husband and
that she was sitting on the bed watching everything we did.  It also felt a
little too intimate kissing him.  I had just got used to the fact that
Carey was going to let him fuck me, but somehow cuddling and particularly
kissing seemed wrong.  I held myself a little stiff avoiding his mouth as I
turned my head to look at Carey.  She was smiling encouragingly and nodded
as if to give her approval to what her husband was suggesting.  This made
me feel better and I relaxed a little sinking more deeply into Mike's
embrace.  It was wonderful to once more have my breasts squashed against a
man's firm chest, to have a pair of hands roam over my body and to feel the
exciting hardness of his erection press deeply and so suggestively into the
softness of my tummy.  He kissed me, quite tentatively at first making me
feel that perhaps he was suffering the same reservations as I was, but then
with increasing vigour.  My mouth opened and, without really thinking, I
ground my lips on his and let his tongue dart into my mouth.

   The excitement was mounting in me rapidly.  Far too rapidly I knew for I
could feel myself responding far too quickly and far too strongly.  It was,
of course due to the pangs of extreme frustration of no sex for those
months.  The excitement almost made me forget Carey was watching and I held
her husband tighter and kissed him very deeply.

   As his mouth found my aching nipple and his hand slid down my stomach
and between my legs the feelings built up rapidly.  But remembering that my
friend was watching and that is was her husband about to finger fuck me
they were not just feelings of arousal.  I felt very guilt as well almost
in equal parts.

   I caught Carey's eye and again she smiled and reached out her hand, took
hold of mine and squeezed it saying quietly.

   "It's ok Cat, everything's ok it's cool, go for it," she whispered

   From a mild tingle and gentle warmth the other feelings, those of
artousal, quickly became a torrent of shuddering feelings and blazing heat.

   "Oh god," I moaned.  "Oh my god Mike."

   "Yes Cat," I heard him say as if from afar.  "Yes love, let it go, let
it go cum Cat, let yourself cum."

   He was reading me so well for that was precisely what I wanted, no
needed, to do, but it made me feel a little foolish.  He had hardly touched
me, we hadn't made love and I hadn't even felt his cock, yet here I was,
like a teenager a quivering wreck about to cum before she was even
fingered, let alone fucked.

   I felt his fingers slide into my seriously soaked vagina at the same
time as his mouth found my aching nipple.  The slow movements of his
fingers on the so sensitive inner lips and walls of my most intimate place
combined with the chewing, slurping, sucking and kissing on my nipples sent
me roaring right over the top.

   As I gasped and moaned, sighed and grunted my body stiffening and
convulsing so Carey came closer.  She held my face in her hands stroking my
hair and caressing my forehead.  She bent closert whispering.

   "Oh yes darling, enjoy it, go with it, let yourself go." Her face was
now touching mine and I could smell her perfume and hair spray and, as I
opened my eyes, I could see the small crumbs of slightly caked mascara on
her eyelids.  "Is it good Cat, is it wonderful for you?" she breathed
softly kissing my cheek.

   "Yes Carey, yes Mike," I moaned.  "It's fantastic," I added, as I
squirmed myself more firmly onto his pleasure giving fingers and pushed my
breasts harder against his mouth that was relieving some of the tension
from my nipples.  I was now having a full orgasm, I was in the throes of a
climax, Carey's husband was making me cum as I lay nestled in her arms her
lips pressed against my face.  Carey and I were holding hands as Mike
thrust his fingers in and out of me simulating the fucking movements that
needed so badly.  It wasn't just Mike who was reading me so well for my
wonderful friend Carey was doing that as well.  As her husband finger
fucked me she knew instinctively what I wanted.  I felt her moving my hand
and then marvellously placing it right on Mike's gorgeous erection.  That
felt wonderful.  It was hot, hard, straining and smooth and it was was
precisely what I needed!

   As I struggled for breath and tried desperately to stop the bucking,
writhing movements of my body so Carey's lips touched mine, so her tongue
ran along them and so they opened and surrounded mine.  I was too far gone,
too aroused and far too far into the ecstasy of this wonderful climax to
query it.  To wonder at it or to question the fact that our opened mouths
were now grinding against each other.  So as I, possibly groaning and
grunting, screaming and certainly writhing and squirming, rather noisily
climaxed, Carey kissed my mouth and held my hands whilst her husband surged
his fingers in and out of my pussy and sucked greedily, but so satisfyingly
on my breasts."Oh Cat," Carey breathed as they both held me tightly through
those post orgasmic moments that can be so traumatic.

   "Cat that was fantastic," Mike said slipping his fingers out of me. 
"Was it good for you?"

   Still glowing from the shuddering power of the orgasm I softly said, "Oh
yes.  Yes it was, it was amazing."

   "When did you last have one?" Mike asked his hands idly trailing across
my tingling breasts.

   "An orgasm or a er, um...."

   Smiling and cupping my breast he said.  "Fuck, is that the word you are
searching for?"

   That made me smile.  "Yes I guess it is.  About four months I think" I
replied.  "It was some time, weeks actually before we separated.

   "Oh poor you, that must be awful," Carey whispered her arms still
cradling my head as she gently stroked my hair.  "That bastard has to lot
to pay for."

   I smiled, "Oh it's not too bad Care, you get used to it you know."

   "Never," she retorted firmly, "I could never get used to going without
sex.  Mike and I have it nearly every day, don't we darling?" she said
leaning across me and kissing her husband.  I watched in close up as their
tongues met and as they licked all round the other's lips before pressing
their mouths together into a deep and very passionate kiss.

   It was a quite amazing scene.  There was I naked on a bed, my best
friend's husband also naked and erect having just made me cum with his
hands as she kissed me.  Now, as I looked on they were kissing and touching
each other very intimately with their legs pressed against my nakedness. 
Even as all that was registering with me things became even more bizarre
for Mike was now reaching down and taking the bottom of Carey's tee shirt
that she'd worn outside her shorts.  I watched in amazement, with a little
trepidation and I have to say a degree of excitement, as slowly he pulled
that up and up until it was bunched around her chest just under her
armpits. Almost as if rehearsed they broke their kiss and Carey lifted her
arms up straight and with one smooth movement Mike slid the tee shirt up
and off her body.  They kissed again and Mike's hand found his wife's
breast and he caressed that just a foot or so from my staring eyes.

   "You sexy, randy bugger," Carey said smiling and looking down at me. 
"See Cat what I have to put up with, see what a letch he is, I lend him to
you and what does he do?  Can't keep your hands off can you?" she went on
referring back to her husband whose erection she was stroking.

   "Sorry darling but you know what I am and what you do to me, don't you?"

   "Yes ok, you're forgiven but this is supposed to be for Caty not me you
stupid bugger.  " Carey laughed back as she broke away from her husband and
bent her body towards me her face once more coming very close to mine.  She
placed her hands on my cheeks and, looking deep into my eyes, whispere.,

   "I want you and Mike to make love now darling," her fingers gently
caressing my skin, "I want you to have him Cat, I want him to fuck you." We
looked into each others eyes as she said that.  My mind was registering the
enormity and unconventionality of what we were doing and my body was
reacting to the anticipation of what she was offering.

   "You still want to don't you darling?" she said very croakily as my eyes
took in her small breasts dangling just inches from my own larger fuller
boobs.  She put one of her hands on my forehead and running that through my
hair as Mike snuggled up alongside me she went on.  "You still want to have
sex with Mike don't you?"

   I felt terrible yet wonderful, guilty yet pleased and slightly demeaned
yet excited.  It took me a few moments to find my voice and the words.

   "Yes Carey, yes please," was the rather lame answer that came out from
my mouth as my mind reeled from the confusing situation unfolding before
me.

   Mike leaned over me squashing my breasts with his hairy chest as his
hand joined his wife's running through my hair,

   "You have such a stunning body Cat," he whispered his lips once more
finding my horrendously erect nipple sucking all of it deep into his mouth.
I could feel his hardness pressing against my leg as he slid half on top
me. Carey moved away a little as her husband positioned himself on top of
me his cock moulding itself into my stomach.

   We kissed and again in some ways this seemed an even more outrageous an
act to be performing with my friend's husband in front of her than the
earlier climax had been.  Odd thinking I know but kissing him was so
personal, so intimate so loving and so close.  It didn't have the sort of
dispassionate element that Carey had introduced of "borrowing her husband"
to relieve my sexual frustration.  But as his tongue delved in my mouth and
as I kissed him back with equal fervour, and as I felt him positioning
himself between my thighs that I willingly and totally without inhibitions
now, spread for him, such thoughts were cast from my mind.  Now, sexual
satisfaction and the prospect of the ecstasy of another orgasm that would
remove the pangs of frustration that filled me, were my focus and little
other considerations were in my mind.

   I felt Carey close to me and I looked at her as she again cradled my
head in her arms.  This time, though, it wasn't the feel of her cotton tee
shirt on my shoulder, it wasn't the material that brushed against my cheek
and chin and it wasn't her clothing that touched me.  No this time it was
her bare skin, this time it was her naked breasts that pressed against me
as she held me in a tight and loving embrace.  And it didn't feel wrong. 
Mike had slid down a little so that his erection was between my thighs.

   "I'm going to be fucked right now," I thought rather stupidly as he
pressed it against those moist and sensitive lips.

   "Are you ready, Cat?" Carey whispered right in my ear squeezing my hand
encouragingly.  "Are you ready for Mike to make love to you?  Are you ready
for him to fuck you Cat?"

   "Yes Carey, oh yes I am," I breathed as I saw her reach down and take
hold of her husband's beautiful erection.  Pulling gently on it, she placed
the tip right against my blood engorged, totally soaked lips; the side of
her hand touched them as well.

   "Then Mike" she said quietly as she kissed him on the top of his head.
"Why don't you fuck my best friend?"

   I then had that absolutely fantastic feeling of a man's length sliding
slowly up inside me.  That marvellous sensation of being penetrated of
being filled and of being, almost, consumed by a man.  I grunted and
groaned as those familiar but now long lost sensations rushed through me.
It was so gorgeous to once more have a man inside me and I began to lose
all reason and contact with reality.  Mike wasn't fucking me, I realised in
the normal sense of the way.  He wasn't thrusting at me or surging in and
out.  No, what he was doing was holding himself rigidly still inside me. 
Why?  I have no idea.  But it was perfect, just right and so appropriate to
what I wanted and needed.  I wanted to savour and relish the feel of his
hardened flesh inside me and I needed to revel in that sensation.  But more
so, with Carey cuddling me the situation called for that.  The feel of a
man inside me as a woman caressed and soothed me.  I'd never experienced
anything like it before.  Anything like having a cock inside me whilst
another woman stroked, touched and pressed herself against me.  While she
stroked my hair, gently rubbed my face and pressed my head against her bare
chest.  I then felt her leg pressing against me.  Pressing against me from
my hip to my toes.  It was bare and I looked down at her and saw that she'd
removed her shorts and was now dressed merely in a little white, lacy
thong. She'd undressed I realised, taken her clothes off stripped herself
almost bare in preparation I suddenly realised with a shock for joining in,
for being part of this, part of us, part of me.  Was I concerned?  Was I
outraged or shocked?  No not a bit.  Somehow and for some reason it seemed
absolutely the perfect thing to do.

   In such circumstances it wasn't at all surprising, given my extreme
frustration and lack of recent sexual involvement that I started to orgasm
again.  But it wasn't like any climax I'd ever had before.  No somehow they
took me halfway up the mountainside and found a plateau of feelings and
sensations there that they then carried me along without going further
towards scaling the peak and reaching the crescendo.  I drifted along that
plane just beneath climaxing where my entire mind and body are so
sensitised but not totally sated.  It was wonderful.  It was a state I'd
never experienced before, a place I hadn't visited, a journey I'd never
taken.  But I was now such a willing visitor, such an avid traveller and
such a supplicant participant in this amazing adventure that I took to it
like a duck takes to water.

   As Mike occasionally moved around inside me so my body would shudder
with feelings and so low moans would burst from my mouth.  As they happened
so Carey would whisper to me and stroke my face and hair.  As I clearly
became more aroused and comfortable so they both became more adventurous.
And as they did that so I responded and reciprocated.

   In this wonderfully erotic, loving and tender mutual embrace boundaries
became blurred and edges merged together.  It was almost as if I lost the
clarity to understand where my body ended and where theirs began.  It was
as though we were becoming one mass of naked entwined, sexually aroused
flesh with no separate entities just one being.  We were all connected, me
completely to Mike, and Carey and me by our bodies being entwined.  My arm
had slipped around her and she was cradling my face to her breasts.  Mike
caressed my breasts as he surged slowly in and out of me holding me back
from erupting with a sexual technique the level of which I didn't know
existed.

   I saw that his hands were not just roaming over my body, but that he was
also caressing, stroking and squeezing his wife's as Carey's fingers
trailed down both his and mine.  My hands had found the tender, smoothness
of her back and unconsciously had stroked it sliding up towards her
shoulders and down to where the roundness of her bottom sank into the
softness of the bed.  His hands found my breasts and squeezed and moulded
their pliant, soft and so sensitive flesh.  He bent his body so that his
mouth could reach my hardened aching nipples and with a wantonly slurping
sound he took them into his mouth the sucking, licking and chewing on the
pink tips sending such incredible feelings through me.  Carey's fingers
slid down from my chin, slowly but purposefully.  With her other hand she
turned my face so our eyes met as her fingers went further downwards.  As
we looked deeply into each others eyes so they continued moving.  Continued
on a path to a destination of which we were both now aware.  Her eyes
looking to mine for a signal I guess.  A red light or a green one?  A sign
from me that implied no or one that said yes.  The merest shake of my head
or a look in my eyes that indicated my disagreement would, I knew, mean
that they would retreat from the start of the swell of my right breast that
they were now lightly touching.  But the nodding of my head the look of
agreement in them or even I assumed the closing of them would tell her that
her fingers would be welcome guests on that aching mound that so badly
cried out for more attention.  I smiled, I nodded and slowly closed my
eyes. And then those wonderful fingers moved up the slope.  They slid onto
the higher parts, they moved towards the peak of those mounds.  Eyes closed
I felt my friend caress my breasts, fondle them and touch and then squeeze,
so deliciously my nipples.  I opened my eyes and hers were still looking at
me.  We looked into each others eyes as smiles slowly spread over both of
our faces.

   "Oh Cat," she sighed.

   "Oh Care," I whined back still slightly smiling as I felt her cup the
fullness in her hands.  I closed my eyes again simply letting the feelings
of what she and her husband were creating in me wash over me.

   I guess that was the final barrier.  The last hurdle to what, maybe,
they'd planned, but what I like to think was a spontaneous act of erotic
tenderness for that was how I viewed what we doing.  It wasn't lesbianism
or even bisexuality, it wasn't what some would consider a sexually deviant
threesome.  It was more, it was much, much more than that.  It seemed so
natural, normal and perfect: an act of sheer loving indulgence.  It was a
joining together of three loving friends.  It was a trinity of sexual
union.

   But of course the languid lovemaking couldn't continue for ever. 
Naturally our responding bodies demanded more, they wanted to go further,
push the boundaries out and start the final ascent to the peak of the
mountain of orgasm.

   Mike held my breast as I watched with fascinated intensity my friend's
face moved towards it.  As if watching a particularly well made erotic
movie I saw her lips open.  It was as if he was offering her my breasts,
but in this situation of near perfect sexual harmony they were not my
breasts.  They were our breasts.  They were Mike's, Carey's and my breasts.
I saw her face descend and I saw my nipple vanish inside her pink lips.  I
then felt the exquisite sensation of my best friend sucking my nipple at
the same time as her husband started to thrust in and out of my cunt with a
little more urgency.

   Carey moved so that she was bent into an almost foetal position.  She
had her face on my chest as she now totally unashamedly made oral love to
my breasts.  As her mouth and teeth and her lips and hands stimulated every
nerve end in my breasts and nipples and as her husband's cock did so many
things to me so I found that my hand slid further down her body.  So I
found that touching her bottom became important to me.  And so I found that
I wanted to touch her and to touch her intimately.  The feel of her rounded
bottom at first and then the cleft in the middle slightly later was so
wonderful.  As was the slight pounding in my chest as my fingers touched
her.  As were her fingers leaving my breast and now, with little
hesitation, sliding under me and fumbling between my bottom and bed.  As
was the desire that she created in me.  I realised I wanted her to touch me
and that I wanted to touch her.

   I moved my bottom a little so that she had more room and then I felt my
entire body buck as my long term friend's fingers touched the lips of my
vagina that were stretched and opened by her husband's penis.  Carey moved
her bottom which my hand was caressing.  She moved it in a suggestive and
inviting way.  In a way that opened her up and in a way that clearly
indicated what she wanted me to do.

   It felt so perfectly natural, so appropriate and so wonderful to be
giving pleasure to my friend who was rapidly also becoming my lover.

   Almost at the same time as Carey touched the back of the lips of my
vagina so mine found the swollen, velvety wetness of hers.  My heart
pounded as I ran my fingers along them replicating the movements that men
had done on mine and which had pleasured me so much in the past.

   But it all got too much for us.  Mike had been in me now for a long time
and understandably he could not wait.  Carey had been slowly building up to
making love to me and I had had a man in me and a woman caressing me for
what seemed an age.  And now we really were as one emotionally for we each
needed, almost desperately it seemed, to gain the release from the sexual
torment that extreme arousal creates.

   "Oh fuck me Mike," I couldn't help gasping.  "Please fuck me now, I
can't wait."

   "Yes Mike fuck Cat," Carey breathed her fingers slipping just inside my
lips.

   "Oh god yes, yes," he moaned as he started thrusting harder and harder
at me.  It was glorious and I started to cum.  I started to lose conscious
and logical thought as the sensations roaring through my body distorted my
mind.  I went into that state of such arousal and sexual extremity that I
might just as well been unconscious.  I lost all sense and meaning and had
no idea whatsoever about what I was doing and what I was saying.  My body
became a receptacle for them to pleasure.  My breasts were mounds for them
to adore and my cunt became the focus of everything.  Of Mike's cock.  Of
Carey's fingers and of my feelings.  I orgasmed very heavily indeed.  It
wasn't until those feelings subsided a little that I felt the wetness of
Carey clamped firmly around my fingers and I then realised they were buried
deeply inside her.  She was grunting and clasping her thighs around my
hand.

   "Oh, oh, oh.  Oh yes, yes Cat, yes," she moaned as her fingers dug
deeply into my breast.  The three of us were a pile of naked thrusting,
convulsing flesh as we all climaxed together.  As we had the most mutual of
three-way orgasms.  As each of us made the other cum so heavily and
strongly

   I woke the next morning alone.  Almost immediately my eyes opened my
mind flicked back to last night.  My first thought was had it really
happened?  Maybe it had been a dream?  But I knew that it hadn't been and
that indeed last night I had made love to my best friend as her husband had
fucked me.