Part XIV

      There was a knock at exactly 7:30.  Susan opened the 
door.  Cathy was standing there dressed in slacks and a 
button down shirt.  She was blushing furiously.
      Susan said, "Hi."  Susan was in a robe.
      "I almost chickened out."
      "I know."  Cathy took her friend's hand.  "I'm glad 
you didn't.  Come on in."
      The lights were dim in Cathy's living room.  There was 
a comforter on the floor.  It embarrassed Cathy for some 
reason to know that they'd prepared the room for her to 
watch them have sex.  Charles was sitting in the easy 
chair.  He was in his robe.  
      "Hi, Cathy."
      Her voiced cracked when she said, "Hi Charles."  He 
smiled at her.  He was as hard as he could be thinking 
about what was about to happen.
      Susan said, "Relax.  Are you okay with this?"
      Cathy nodded.  She did not trust herself to speak.
      "Then you sit right here."  She motioned to the couch 
and Cathy sat carefully, legs together, hands folded in her 
lap.
      "We haven't planned anything other than to let you 
watch.  Okay?"
      She nodded.
      "Do you want something to drink?"
      She shook her head no.
      Susan stood right in front of Cathy.  "Do you mind if 
I stand this close?"
      She shook her head no.
      "Come here Charles."  Charles stood behind Susan and 
put his arms around her.  Susan had her eyes on Cathy's as 
Charles began to kiss and nuzzle her neck.  Susan had 
warned him to follow her lead and to not intimidate Cathy 
in any way.
      Cathy looked up at her friend.  She felt the tingle of 
arousal.  She was breathless at the idea that she was about 
to see things she'd never seen before.
      Cathy watched as Susan opened her robe.  Cathy tried 
to keep her eyes on Susan's.
      "Cathy, you can look at me.  I want you to look at 
me."
      Cathy blushed.  But, she looked lower.  She looked at 
Susan's breasts, full and softly round, tipped with those 
incredible nipples.  Suddenly Cathy wondered, had Susan 
told her husband about how the three of them had stripped 
and masturbated together.  She looked at Charles.  He was 
looking at her and he smiled before he turned his attention 
back to Susan.
      His hands slid Susan's robe off and it slid to the 
floor.  "Look at me."
      Cathy looked lower.  She could see her friend's pussy.  
Charles hand moved flat around Cathy's hip and moved across 
her pussy.  Susan pressed her legs together.  Cathy 
noticed, but didn't say anything.  She's not ready yet, she 
thought.
      Susan's legs spread slightly to allow Charles's hand 
to slip between and cup her pussy.  Cathy could feel her 
nipples against her bra.  That was strange.  Cathy could 
never remember feeling that sensation.  She pressed her 
legs together tighter to appease the tightness that grew 
there.
      Cathy could smell Susan.  She breathed deeply without 
thinking, wanting to enjoy the smell of sex.
      "Smells sexy, doesn't it?" Susan asked.  
      Oh god, she noticed, Cathy thought.  She looked at her 
friend, embarrassed and wondering what she was doing, 
sitting there watching her friend naked.  She nodded.
      "Charles, let her smell your finger."
      Oh god, Cathy thought.
      Charles moved his hand from between his wife's legs 
and held a finger out toward Cathy.  He kept it six inches 
away.  Cathy could see Susan's fluids on the finger.  She 
leaned forward and enjoyed the scent.  She shifted in her 
seat.
      Susan pushed Charles back so they could move a little 
further away from Cathy.  Charles's robe slipped from his 
shoulders, but he remained hidden behind Susan.  Cathy 
suddenly realized she was about to see the only other grown 
up dick she'd ever seen except for her husband's.  She 
could feel that she was wet.  Her lubrication had actually 
seeped out of her to where she could feel it on her skin.
      Susan reached behind and, although Cathy could not 
see, she knew that Susan had her hand on Charles and was 
stroking him.
      "Cathy, you know that all you have to do is say stop 
and Charles will immediately leave the room and you and I 
can talk, right?"
      Cathy nodded.
      Susan kept her eyes on Cathy, but turned her head to 
talk to Charles.  "Charles, did you know Lisa and I stopped 
by to visit Cathy yesterday?"
      Cathy realized that Susan was about to tell Charles 
what they did.  She was hesitating, looking at Cathy, 
waiting for a sign of objection.  Cathy blushed, but said 
nothing.  She sat carefully still, waiting to hear what was 
next.
      "Oh, you did?"
      "Yes.  Do you know what we talked about?"
      "What?"
      "Masturbation."
      "Hmmm"
      "We told Cathy how fun it is to watch a guy 
masturbate.  She's never seen that."
      "Oh?"
      "Cathy, would you like to see my husbands dick?"
      Cathy nodded.
      "Cathy, sweetie, say something.  All you're doing is 
nodding."
      "Yes."
      "Yes, what?"
      "Yes, I'd like to see your husband's dick, if that's 
okay."
      "Everything is okay."
      Susan stood to one side and pulled Charles cock up so 
that Cathy could see.  Susan's hand gripped Charles's cock 
and moved back and forth.  Cathy felt like she could barely 
breathe she was so turned on.  She squirmed and clenched 
her legs.
      "Do you like what you see?"
      Cathy nodded, her eyes not moving from the cock being 
stroked in front of her.
      Susan faced her husband and moved slowly to her knees.  
Susan leaned forward slowly, wanting to tease Cathy with 
the expectation of what she was about to do and what Cathy 
was about to see.
      Cathy watched her friends tongue, pink and wet, extend 
from her mouth as Susan leaned closer and closer to the 
swollen head of the dick in front of her face.  Just as the 
tip of her tongue touched her husband's cock, she turned 
and looked at Cathy with a smile.  Cathy appeared almost 
mesmerized, not moving, just staring at the couple in front 
of her.
      Susan's tongue circled the tip of her husband's cock, 
swirling several times around him.  Charles leaned his head 
back.  He was so turned on by what his wife was doing and 
by the fact that the very proper, shy Cathy was watching.
      Susan's mouth closed around his cock and she slid down 
the length of him, taking him into her mouth.  Charles 
stood still as Susan's mouth stroked over his cock, two, 
three times.  His hands moved to her head and rested 
lightly there.
      Cathy noticed how tender his hands were on Susan's 
head.  Cathy looked up at Charles's body, his stomach, his 
chest, the way hair swirled around his nipples.  She looked 
at his butt and the way it clenched as Susan sucked him.
      She watched his cock slide wetly in and out of Susan's 
mouth.  Susan's eyes were closed.  Her lips made a perfect 
seal against his skin.  I wonder if that's what a cock 
looks like sliding between a woman's legs, thought Cathy.  
And then she realized she would find out shortly.  A spasm, 
not just a tightness, but an actual mini-orgasmic spasm 
emanated from her groin.  Her legs pressed together and she 
raised her right leg slightly two or three times to rub 
herself.  
      Susan noticed.
      Susan kept a hand on Charles's cock and it looked like 
she was talking into a microphone when she said, "Cathy, 
why don't you take off your pants and play with yourself.  
It's okay.  Really."
      Oh god, oh god, oh god.  It was the wildest thing 
she'd ever done to get naked and masturbate with her 
friends.  Then the wildest thing was to sit there and watch 
Susan suck her husband's cock.  And now, she was going to 
join in.  Sort of.  She was going to take her pants off.  
For the first time ever a man, other than her husband, 
would be able to look between her legs and she was going to 
finger herself.  Oh god.
      Cathy looked up at Charles.  His head was tilted 
slightly back and his eyes were closed.  It was almost as 
if he wasn't paying attention.  But he was.  He was 
listening closely.  Susan could tell he was because when 
she'd suggested to Cathy that she take her pants off, Susan 
had felt Charles's cock jump.
      Cathy looked at Susan, kneeling naked, her breasts 
moving gently as she moved her hand and her nipples in a 
state of arousal.  And the scent of arousal was as big a 
turn on as anything.
      Cathy's voice cracked when she said, "Okay." 
      Her hands moved to the button on her pants.  Susan 
smiled and said softly, "Stop anytime you want.  Okay?  
Please?"
      Cathy nodded, not trusting her voice, not knowing 
exactly what to say, and not at all wanting to stop.  She 
was in another world and she was going to see where it led.  
      Cathy unsnapped her pants and pulled the zipper down.  
It seemed almost strange to her that Charles still had his 
eyes closed, but that Susan was watching intently, with a 
sweet smile and a nod of encouragement.
      Susan noticed Cathy looking at her and said, "Do you 
mind that I want to see your pussy?  This is so hot.  
Letting you watch and knowing that you're turned on.  I 
want to see you turned on."
      Cathy was actually able to laugh a bit.  "Well, you'll 
certainly be able to see that.  My panties are soaked."  Oh 
god, she couldn't believe she'd said that in front of 
Charles.  She'd never in her life let a man hear that she 
was wet.  In fact, it wasn't until the last couple of days 
that she'd let a girlfriend hear her say anything like 
that.
      Charles heard.  He couldn't help but smile and look 
down.  Sweet, innocent, Cathy was raising her hips to push 
her pants down.  She took her panties at the same time.  
She was leaning back on the sofa and Charles watched her 
pussy come into view.  He almost came.
      Cathy pushed her pants and her panties down over her 
legs to her ankles.  She kicked them off one ankle, but 
they tangled on the other.  She raised her leg so she could 
grab the pants.  Charles and Susan both enjoyed seeing the 
softness of her pussy, the folds opening slightly with the 
movement.
      Susan said, "You're close to coming aren't you?"
      Cathy thought she was talking to her at first.  Then, 
she noticed that Susan was looking up at Charles.  Charles 
nodded.
      "Not yet.  Okay?"
      "Okay."  His voiced cracked just like Cathy's had.  
For some reason that made Cathy very comfortable.  There 
was tremendous tension in the room, but it was very good 
tension and it was a tension they shared.
      Cathy surprised her friends by spreading her legs 
almost two feet.  She rested her hands on her inner thighs 
so Susan and Charles would have an unfettered view of her 
pussy.  She smiled at the expression on Susan's face.
      Cathy almost wished that Susan would lean just a 
little closer and lick her.  She wanted to know what that 
would feel like.
      Susan looked at Cathy.  Susan still had Charles's cock 
in her hand.  It didn't look like Cathy was being too shy.  
"Do you want to touch his cock?"  Her hand was flat beneath 
his cock, offering it to Cathy's touch.
      After a second or too, her eyes wide, a buzz in her 
ears, short of breath, Cathy nodded.
      Cathy's hand reached out and lay gently across the top 
of Charles's cock.  He enjoyed the contrast of that new, 
cool hand on top with the warm, familiar hand beneath.
      Cathy's fingers curled gently over his cock, touching 
Susan's palm.
      "Stroke him."
      Susan removed her hand slowly and Cathy circled her 
hand around the only grown-up cock she'd ever touched 
beside her ex-husband's.  She enjoyed the differences, the 
differences in size and even a subtle difference to the way 
the skin felt.  She moved her hand to see if that felt the 
same or different.
      Cathy saw Charles's ass flex and suddenly she wanted 
to feel that, too.  She really didn't think Susan would 
mind.  On her own, she switched hands on his cock and moved 
her free hand to rest flat against his ass.
      Back when she was married, she'd touched her husband, 
of course.  But, even though that touching was to encourage 
and enjoy sex, this touching of Charles was different.  The 
quality of the touch was different.  She was touching for 
the unabashed and acknowledged reason of exploration, to 
focus on the cock and the ass and to almost study what they 
did.
      The hand on the ass certainly didn't escape Susan's 
attention.  She decided to go further.  She moved her lips 
back to the tip of her husband's cock.  "Jack him off in my 
mouth."
      Cathy's stomach tightened and she had a catch in her 
breathing.  Without thought, she started to jack the cock 
off in her friend's mouth.  Charles stood as still as he 
could, even though Cathy could feel his butt clench and 
unclench with the movements of her hand.  Susan sat still, 
her mouth maybe and inch and a half over her husband's 
cock.  The only person really moving was Cathy.  Her hand 
moved back and forth while she stared at what she was 
doing. 
      On Charles's cock, where it moved slightly in and out, 
the skin began to get wetter and wetter from Susan's mouth.  
Her lips bumped gently against Cathy's fingers.
      Susan looked up and enjoyed seeing Cathy watching.  
She smiled as much as she could with her mouth opened wide 
to accommodate Charles.  Cathy smiled, too.
      Cathy continued to stroke.  She experimented, changing 
speeds, changing pressure.  She thought maybe she could 
actually sense Charles's approval by the tightness of the 
cheeks of his ass beneath her hand.  She moved that hand 
and her fingers were curved just slightly as they followed 
the curve into the crack of his ass.  This is so nasty, she 
thought.  So nasty and fun.
      Charles's hips started to move.  He was getting close 
to coming.  Cathy looked at Susan.  Susan nodded.  Yes, she 
was saying, make him come in my mouth.
      Cathy stroked, steadily, trying to move her hand the 
length of his cock, trying to move from the crinkly hair at 
the base to the softness of Susan's lips.  
      Charles began to come.
      Cathy felt his cock swell and pulse.
      Susan felt the first warm sense of slick fluid and 
then the pulse that she knew signaled that his sperm was on 
the way.
      Susan opened her mouth and held the tip of his cock on 
the flat of her tongue.  Typically, she would want to suck 
him deep, feel him erupt in the wet depth of her mouth and 
throat, but this time, she wanted Cathy to see.
      And Cathy did see.  She watched as the tip of 
Charles's cock seem to rise slightly and then pulse as a 
stream of come squirted into Susan's mouth.  Cathy noticed 
Susan's throat work as she swallowed the liquid from her 
husband's cock.  
      Cathy had another small orgasmic pulse and realized 
that she was sitting with legs spread, her pussy exposed 
and she had not even tried to touch herself.  It excited 
her that her friends could see her sex.
      Charles relaxed and Cathy realized he'd risen to his 
toes as he had an orgasm.  Susan's lips circled over the 
cock in her mouth.  Cathy could see that Susan was licking 
the cock.  A little of his come coated the edge of her 
hand.  What would that taste like?
      When Cathy removed her hand from Charles's cock, 
Susan's hand replaced it.  Cathy blushed as she raised her 
hand to her face.  She breathed in the sharp smell of 
semen.  It was okay.  Susan knew that Cathy was exploring.  
Susan and Charles would not mind that she wanted to smell 
his semen and even taste it.
      Cathy ran her hand over her lips.  His scent was 
strong.  She licked her lips and tasted come for the first 
time in her life.  Strong.  A man taste.  A taste of sex.
      Susan smiled and raised her eyes in question.  Cathy 
nodded and smiled back.  Susan stroked and squeezed until a 
final drop of fluid hung from the tip of hid cock.  She 
pushed the cock toward Cathy in offering.
      Cathy focused on the cock as she leaned over to get 
closer.  The cock was starting to lose it's hardness.  It 
was shiny with Susan's saliva.  The semen was a pearly drop 
that was starting to spread over the tip.  She moved closer 
and closer, not taking her eyes off of the cock.
      She extended her tongue and felt the wet heat of the 
cock and tasted the semen.  She swirled her tongue around 
the tip, wanting to feel the texture of him against her 
tongues.  Finally, she closed her lips over him and sucked 
slightly, tasting and enjoying and feeling terribly 
terribly sexy and nasty.