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Subject: {ASSM} Hindsight Part 2
Date: Fri, 14 Nov 2003 17:10:06 -0500
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One of Dana's hands slid down until it reached the back of Mary
Ellen's thighs. Mary Ellen moaned, almost in protest, but yet, she
spread her legs slightly apart.

Dana's hand was trembling as it slipped between her legs and her
fingertips found her rapidly swelling lips. A gasp escaped her lips
when she felt how wet her friend's vagina was. Her fingers were
immediately covered in her juice.

"Oh Jesus," Mary Ellen moaned when Dana's finger began to play with
her swollen inner lips. They were gentle as they moved over her sex,
so unlike Richard's, she thought. Her breath caught in her throat when
she felt the tip of one of her fingers touch her hole. Without a
conscious thought, her legs opened a little wider, giving Dana's hand
better access. "Oh Dana!" she moaned when she felt the finger began to
worm its way into her pulsing hole.

It was a completely new experience for both women. Dana had felt the
insides of her own vagina a million times but this felt very
different. The tunnel of Mary Ellen's vagina was warmer and wetter
then anything she had ever felt before. Her tight hole was almost
sucking her finger inside. It was apparent to Dana that it had been a
long time since she had felt a penis inside her hole. When she felt
the younger woman tremble and heard another moan, she added a second
finger. Within seconds, the room was filled with the squishing sounds
of her finger moving in and out of the now sloppy hole.

Mary Ellen pulled away from Dana's mouth and buried her face in her
shoulder. She was trembling all over. "What are you doing to me," she
whispered, almost to herself. Still, she gave no resistance. The
events of the last several days and the frustration of last night had
made her mad with excitement. She was no longer able to control her
actions.

Suddenly, Dana boldly removed one wet finger from her vagina and slid
it back across the small sheath of skin between her vagina and anus.
She hesitated for only a second before she touched the tiny puckered
hole.

Mary Ellen tensed. "Oh my God," she gasped as she felt Dana's finger
on her anus. She went up on her toes as if to avoid the contact. The
finger followed, pressing upward until the tip slipped into the tight
hole.

Dana couldn't believe what she was doing. Her own body began to
tremble with excitement. She pushed her finger upward; keeping the
other buried in her vagina.

"Ohhhhh!!!" Mary Ellen moaned as the finger penetrated her rectum. "Oh
Jesus, oh God," she gasped as she felt the digit worm its way deeply
into her body. She pressed downward and took the probing finger into
her as far as it would go. Her body began to shake all over and her
head was spinning out of control. She gasped for breath. Suddenly she
let out a long moan and began to climax.

Dana held on tight as Mary Ellen convulsed in her arms. She moved both
fingers in and out rapidly now. It was incredibly exciting to feel the
younger woman's vagina and anus clamp down on both fingers.

Mary Ellen's legs almost gave out as her climax reached a peak. Her
arms squeezed the older woman and she muffled her cries against her
shoulder.

Dana felt her own vagina quiver and, incredibly, a little climax went
through her. Her legs trembled and her knees almost buckled but she
remained standing by holding onto Mary Ellen.

When their trembling stopped the two women moved apart. Both of their
faces were red with embarrassment.

"Uh... uh... Richard... uh... will be up soon," Mary Ellen stuttered.

"Yes... uh, I have some... errands to run," Dana said. "I'll talk to
you later."

Mary Ellen rushed out of the kitchen and Dana hurried through the back
door.

Chapter 8

Several times during the day Mary Ellen thought of calling Dana.
However, she didn't because she was too embarrassed. Richard had gone
into work after church and she knew that he wouldn't be home until
late. It was a pretty day so she decided to lie out by the pool and
enjoy the fact that she was alone for a change.

She found an old single piece swimsuit and went into the bathroom to
put it on. When she was naked, she thought about masturbating. Since
the incident in the kitchen this morning with Dana there was a
constant throbbing in her vagina. Still, she restrained herself.
However, as she passed her special drawer, she stopped. She bit her
lip in indecision. With a sigh, she opened the drawer and searched
through her toys. There was one she had bought from a mail order
catalog but had never used. It was a small butt plug that had a
vibrator and a wireless remote control. It had been very expensive.

She picked up the package and felt a naughty thrill go through her.
Her hands were trembling as she opened it. The plug was tapered to a
round point at one end and grew gradually larger. At the fattest point
it was about six around. It was flesh colored and six inches long with
a flange at the end.

Mary Ellen's hands were shaking so bad that she dropped the batteries
several times before she had them inside the remote. When she turned
it on, the little plug jumped to life in her hand. A gasp escaped her
lips as she pushed the speed control until it was literally buzzing.

The excited woman hurried into the bathroom and applied some lubricant
to the plug. Quickly, before she changed her mind, she pulled the
crotch of her bathing suit aside and touched the tip to her tiny anal
hole. A groan escaped her lips as she began to slide it into her ass.
It took a substantial push to get the largest section past her
sphincter. It felt as though her sphincter snapped shut like a rubber
band. She whimpered in excitement as she pulled her suit back into
place, hiding the flange of the plug.

She looked at the control in her trembling hand. She hesitated for a
second and then she pushed the button to turn it on. "Ohhhhh God!" she
groaned and her knees almost buckled as the hidden plug came to life.
It wasn't the first time she had had a vibrating plug up her ass but
it seemed so much more naughty this time. She was going outside and
lay at the pool with her ass stuffed with a vibrating plug. God, if
her neighbors knew! she thought and her face flushed.

Mary Ellen turned the still humming device off quickly and hurried to
get a towel and some tanning oil.

Drew was in his office "cave", as Dana called it, when she came in to
talk later that day. He turned away from his computer and smiled at
her. "Hi sweetie." He could immediately see that she was distraught.
"What's wrong?"

Dana had agonized all morning over what she was going to tell Drew
about her conversation with Mary Ellen, or if she were even going to
tell him. Finally, she sighed and said, "Mary Ellen didn't have a good
night. Richard ignored her."

"Oh, that's too bad." Drew was genuinely concerned. He liked Richard
and Mary Ellen and hated to see them have problems.

Dana came over, sat on his lap and kissed him. "I'm so glad I have
you," she said sincerely.

"The feeling is mutual," Drew replied as he hugged her. "So what is
Mary Ellen going to do now?"

"I don't know."

"Has she thought about counseling?" 

"Richard won't do it."

"That man's a lot crazier than I thought. She's such a sexy woman...
and with a great ass I might add," he said and smiled. "I'd be fucking
it every day if I were him."

"Would you?"

Drew looked at her and said, "Would I fuck her ass? Of course." He
smiled broadly.

"No, I mean would you really do something with her?" Dana said
seriously.

"Uh... well, no. I would never do anything behind your back."

Dana looked sad for a moment as she thought about his comment. She had
done "something" behind his back. Her guilt was just below the surface
at all times. She had been so stupid. And, the guy she had the affair
with wasn't near as good as Drew! It was only exciting because it was
different-something new-that she had done it in the first place. She
had realized that doing "new" things were the only way to keep a
marriage fresh.

Dana paused for a minute, thinking. Suddenly, a wild thought occurred
to her. "What if I said it was okay?"

"What was okay?"

"For you to do something with Mary Ellen."

Drew looked at his wife as if he didn't understand. Then his face
showed shock. "What? You're kidding?"

"I'm serious. Don't you see, it's perfect," she said with a big smile.

"Now I know you've gone crazy."

"No I haven't... well, maybe," she laughed. "Think about it. Mary
Ellen is ripe for an affair. If she goes out and finds someone it
could be very dangerous-you know with all the nuts and diseases out
there. You like anal sex, she likes anal sex-although she has never
had it for real-and it would be relatively safe. The only danger would
be if Richard found out and he is basically clueless."

"I can't believe that you're saying this," Drew said, unable to
believe that she could be serious. However, he began to feel
excitement. Maybe it was because she was squirming her sexy ass on his
crotch now.

"Are you saying that you aren't interested?"

"No! Uh... I mean... uh... wouldn't you be jealous?" Suddenly, the
idea was becoming very appealing to him.

"Yes, probably. But it would be very exciting too."

Drew was silent for a long time. He gazed out the window. While he was
looking calm, excitement was now coursing though him. He fought to
keep his voice controlled and said, "So if I said yes, how do you
suppose I would go about it?"

"Well, I don't think she would be a pushover but I'm sure with your
charm you could manage," Dana smiled. She could feel Drew becoming
hard under her ass. "Besides, I could drop a few hints that I wouldn't
mind." Dana had a wide grin on her face as she continued to move on
his lap. Now Drew penis was totally stiff under her. "If she sat on
your lap like I'm doing right now, well..."

"This is crazy."

"But, you want to do it," Dana said and pushed her ass down on his now
throbbing penis. "I can tell. Now, let me tell you what happened this
morning after Mary Ellen and I talked..."

A few minutes later Drew sat with his mouth opened in shock. "So you
actually had your finger up... up her ass?" he said in a trembling
voice.

"Yep! And she almost fell to the floor as she climaxed."

"All right, all right, I'm convinced. So when do I start the big
seduction?" Drew said, suddenly very impatient.

"Well, I saw her go out to the pool a little while ago, so why don't
you go over and talk with her."

Drew almost threw Dana off his lap in his haste. He rushed over and
looked out the window of his office. His "cave" overlooked Mary
Ellen's backyard. Drew often watched her at the pool or gardening. He
saw her lying on her stomach on a lounge chair.

Dana walked up behind him and peeked over his shoulder out the window.
She wrapped her arms around his waist and her hands slipped to the
bulge in his shorts. "She does have a nice ass. Can you imagine that
my finger was between those sweet cheeks a little while ago," she said
as she slowly unzipped his shorts.

"Dana," Drew gasped as she fished inside his shorts for his throbbing
tool.

"Oh my," she gasped as she pulled his penis out as saw the long shaft
pulsing in her hand. "God, this will split those cheeks so wide."

Drew's hips began to move in time with Dana's stroking hand. She could
feel his juice coating her fingers as she moved her hand slowly up and
down the shaft. A chill ran down her spine at the thought of her
husband's fat penis sliding into her friend's ass. She knew how that
felt. "Well, you had better get out there before she goes inside,"
Dana said.

A moan of frustration escaped Drew's lips but he knew that if she kept
stroking him he would waste his seed on the windowsill. He quickly put
on a pair of swim trunks and headed outside.

Chapter 9

Drew stepped inside the gate to the privacy fence that circled the
pool. He smiled brightly as he walked over to the pretty woman. "Wow,
who's my new neighbor?" he said when he saw her new hairstyle.

Mary Ellen jerked her head around and saw the good-looking man
standing over her. "Uh... thanks... uh... well... uh... no... I
was..." she stuttered. Normally she would have welcomed the company of
the sexy man. However, with the plug still inside of her, it was the
worst possible time. Quickly, she lifted up and quickly shut off the
remote discretely. She had been very close to a climax. However, in
her haste, she dropped the little device on the cement.

"I love your new look. The hair style fits you perfectly," Drew said
sincerely as he reached down and picked up the remote. He sat down in
a chair. "What's this?"

"Uh... uh... it's a remote to one of... of Brett's toy cars. It's...
uh... around here somewhere."

"I love those things. Maybe if I turn it on we can find it," he said
and pressed the on/off button excitedly as he glanced around the yard.

Mary Ellen's eyes grew wide as the plug started to vibrate. She sucked
in her breath, hoping that Drew wouldn't notice the shocked look on
her face.

"Hmm, don't see anything yet." Then he placed his thumb on the speed
adjustment and turned it up.

Mary Ellen almost gasped and bit her lip as the vibrations increased.
She swallowed hard and fought to keep her hips from moving.

Drew turned it higher. "Are you okay," he asked when he saw her face.

"Uh... yes... uh... it's just a little hot out here." Now she was
trying desperately not to cry out. She could feel the vibrations
radiating through her body. Her nipples were suddenly very hard and
her clit felt like it was swollen to twice its normal size.

"So, is Richard working today?" Drew asked casually as he toyed with
the control, moving the speed control up and down.

Mary Ellen was about to go mad. She knew that if he kept it up she
would climax right there. Sweat began to bead on her forehead. "Uh...
yes, he... uh has some big presentation Tuesday so he has to get it
ready." Mary Ellen started to tremble. "Jesus, I'm hot. Drew... uh...
would you be a doll and get me a glass of lemonade from the
refrigerator."

"Sure," Drew said. He tossed the remote onto the table and walked
toward the house.

The second he was inside, Mary Ellen jumped up and rushed over to grab
the remote. However, before she could turn it off, she began to
climax. Suddenly, she lost strength in her legs and she grabbed the
table for support. Waves of pleasure rolled over her. She felt the
familiar spasms in her anal canal. Her anal climaxes were normally
very strong however her attempt to prevent a climax made this one much
stronger than usual. A groan escaped her lips and she squeezed her ass
cheeks together. Her vagina quivered and throbbed as well. Her fingers
gripped the table as wave after wave of pleasure rushed through her.

"Are you sure you're alright?" Drew asked as he walked back out with
two glasses of lemonade and saw Mary Ellen almost weaving.

"I'm... I'm just hot," she gasped and grabbed the glass and drank half
of it. Finally, when her climax slowed, she walked unsteadily back to
her lounge. A big sigh of relief came from her lips as she sat back
down. However, she almost jumped back up as her weight forced the plug
deep into her rectum.

Drew looked at Mary Ellen with a questioning look. There was something
more going on here, he thought.

Mary Ellen's breathing eventually returned to normal as the spasms
slowed. "That's what I needed," she sighed as she finished the glass.
She sat back and looked at her handsome neighbor. He was staring out
over the fence so she stole a closer look him. His bare chest and arms
showed that he spent a good bit of time in the gym. She had seen him
at the pool often so she was pretty familiar with his physique.
However, her recent sexual frustration and the fact that Dana told her
that he liked her ass made her look at him differently today.

"It's beautiful out here today huh?" Drew said, staring at a flock of
birds swooping in the crystal blue sky.

"Yes it is," Mary Ellen said as her eyes traveled across his strong
chest and rippled stomach. She wasn't referring to the weather though.
Her eyebrows rose when she saw the bulge in his trunks.

Drew liked to wear tight swim trunks. It was a joke between he and
Dana. He would always say that he was in the advertising business so
he knew that it paid to advertise.

Mary Ellen had to agree. She could feel herself becoming excited again
as she stared at the substantial bulge in his shorts. She could see
that Dana wasn't lying when she said that Drew had large equipment.

"You have a great tan," Drew said.

Mary Ellen jumped and looked up. She saw Drew staring at her. Her face
turned scarlet and she said, "Thank you!" Hoping that he hadn't
noticed where her eyes had been.

He had. He slipped down lower in his chair, opening his thighs and
presenting his crotch to her wide eyes.

"Could you get me another," Mary Ellen said as she held out her empty
glass. "Oh and maybe you can add a little Southern Comfort in there
this time," she added with a smile.

"Sure," Drew responded and took her glass and walked toward the
kitchen.

Mary Ellen watched his butt as he walked. I'm not the only one with a
sexy ass! she thought.

 From the upstairs window, Dana watched her friend stare at her
husband's ass as he walked out of sight. In spite of all of the
dangers, or maybe because of them, she found the thought of Drew and
Mary Ellen together incredibly exciting. She knew it wasn't normal but
she couldn't help it. And, yes, there was a little jealously. However,
somehow that felt okay. After all, she had screwed someone behind his
back. She had even let her lover have her in their very own bed, not
to mention the car, the kitchen and even on the back deck.

As Dana continued to stare out of the window, her hand stole down and
inside her shorts. A little gasp escaped her lips when she felt her
swollen sex lips under her finger. Although she had a little climax
this morning with Mary Ellen, she felt excitement building again. In
her mind she could see Mary Ellen on her hands and knees with Drew
behind her. The swollen head of his penis poised at her tiny hole.
Dana's own little hole pulsed as her finger began to move in and out
of her dripping vagina. Suddenly, she stopped and looked around the
room. She needed something.

A naughty thrill ran thought her when she saw an object on Drew's
desk. It was a trophy he had won for first place in an advertising
campaign. It had a heavy wooden base and a nine-inch high brass object
in the center. Dana had said that it looked like a "dildo" or a "butt
plug". Drew didn't think it was funny. He was very proud of the award.

Dana snatched up the trophy and walked back to the window on shaking
legs. She quickly unsnapped her shorts and let them fall to her
ankles. Then she pushed her panties to her thighs. She knew that this
was crazy, but she couldn't help herself. She placed the brass knob at
the entrance to her wet vagina and slowly slipped it inside. A moan
escaped her lips and she began to move it in and out. When it was
dripping with her juices, she pulled it out and moved it toward her
rear hole. She stared out the window at Drew and Mary Ellen as she
slowly slipped it into her ass. "Oh Jesus," she moaned as it went
halfway in. She lifted her leg from her shorts and let the panties
drop to the floor so that she could spread her legs wider. She pushed
again and groaned as the long tube went all the way inside her ass.

Mary Ellen's eye caught movement in their upstairs window as she and
Drew talked. She looked up and saw Dana looking directly at them. As
their eyes met, Mary Ellen felt her face flush at the remembrance of
what had transpired between the two of this morning. Then, suddenly
she jumped when she felt the vibrator come to life again.

"Do you hear that?" Drew asked as he turned up the speed on the remote
control.

"Hear... what?" Mary Ellen answered, knowing perfectly well what he
was talking about.

"I thought I heard a buzzing sound."

Mary Ellen clinched her ass cheeks together and pressed down into the
cushion of the lounge chair to hide the noise.

"Oh well, I thought I'd found Brett's toy. By the way, Dana wanted me
to ask you and Richard over for some steaks on the grill tonight." He
hadn't cleared it with Dana but he knew that it would be fine. He also
figured that Richard wouldn't be home.

"Unfortunately, Richard won't be home until very late and since it's
Memorial Day tomorrow, I'm letting the kids stay with their
grandmother until tomorrow night."

"Well, it's no sense in you eating alone. Come on over about six
okay?"

"Uh... uh... sure," Mary Ellen said. Then she almost sighed as Drew
put the remote down and said he would see her later. As soon as he was
gone, she grabbed the remote to turn it off again and hurried into the
house.

Upstairs, Dana was frantically working the fake dildo in and out of
her ass. Her breath was coming in great gasps. Suddenly, her knees
began to buckle as throbs of pleasure began to radiate from her
stretched hole. "Ahhhh!!!" she gasped as a strong anal climax washed
through her. Within seconds, her hands were trembling so much that she
couldn't hold the heavy trophy and it fell to the floor with a thud,
leaving her stretched hole empty and pulsing.

Dana quickly composed herself, picked up the trophy, hastily cleaned
it and put it back on Drew's desk. She would never look at that award
the same way again.

Drew was smiling when he came back to the house. Dana was coming down
the stairs. "I invited Mary Ellen over for a cook-out tonight," he
said with a broad smile.

"Wonderful. How did your conversation go?" Dana asked, neglecting to
tell him she had watched them from the window.

"I'm not sure. She seemed to be preoccupied for some reason."

Dana wanted to say, "I noticed," but caught herself. "What time is she
coming over?"

"Six."

"Well, I need you to run to the store and pick up a few things."

"Sure," Drew said and kissed her. Then he looked into her eyes and
asked, "Are you sure about this?"

"Yes. Now let me get you a list."

Chapter 10

Mary Ellen was having a difficult time finding something to wear from
her new clothes. She finally decided on a white tube top and matching
pair of stretch short shorts. When she pulled the shorts up her
thighs, she quickly realized that she wouldn't be able to wear
panties. They were far too short and much too tight. She found that
she had the same problem with the top because it wasn't meant to be
worn with anything under it either.

When she was finally dressed, she took one last look in the mirror and
almost gasped. The top and bottom were almost obscene. She could
plainly see her nipples through the thin material and when she turned
around, the cheeks of her ass practically hung out of the shorts. The
seam of the shorts cut between the lips of her vagina and separated
the cheeks of her buttocks. She could feel it rubbing on her sensitive
places with each step she took. For a second she considered changing
but then a little thrill of daring ran through her and she pursed her
lips in determination.

Mary Ellen went through the back way to her neighbor's house. She
found Drew on the patio by the pool, preparing the grill. "Hi," she
said as she approached him.

Drew's eyes opened in shock when he turned and saw Mary Ellen's
outfit.

Mary Ellen felt her face turn red and second-guessed her selection of
clothes again.

"Wow," Drew said, almost drooling. "You... wow... you look great."

"Thank you!" she answered but her face remained hot. "Where's Dana?"
she asked quickly.

"In the kitchen." 

She felt Drew's eyes almost devouring her. As she turned and walked
toward the kitchen she could feel Drew's eyes follow her. A smile came
to her lips and she suddenly felt good about herself. It had been a
long time since a man paid that much attention to her. She couldn't
help swaying her hips a little more than normal as she headed for the
kitchen and she felt a tremor of excitement run through her.

Drew stood with his mouth open as he watched the sexy woman walk away.
He couldn't believe the change in her. Sure, he had seen her wear
those tiny pink shorts to work in the garden but he had never seen her
out in public wearing something so tight. Drew felt his penis twitch
as he watched her swing her ass. He shook his head and turned back to
the grill. He could feel his penis pulsing in his shorts now.

Dana was standing at the sink when Mary Ellen entered. She also had on
a pair of tight shorts and a halter-top. She always looks so classy,
Mary Ellen thought. "Hi!" she said somewhat self-consciously.

Dana had the same look of surprise on her face as Drew had when she
turned around to face the younger woman. Then her face broke into a
wide smile. "My, my," she said as her eyes scanned up and down the
pretty woman's body. "It looks like you want to get raped tonight,"
she laughed.

"Is it too much?" Mary Ellen asked with concern in her voice.

"Absolutely not. I'm surprised that Drew let you off the patio
though." She paused as she continued to scan the shapely woman's body.
"You have an amazing shape lady," she said sincerely.

"Thank you!" Mary Ellen said and blushed at the older woman's
appraising stare.

"Turn around."

Mary Ellen hesitated but then turned around. She felt Dana's eyes on
her ass and her face grew warmer when she remembered what had happened
earlier. Then the same little chill of excitement she had felt when
Drew looked at her ran down her spine. Suddenly, she felt Dana step
close behind her. Her heart started pounding in her chest. Then, she
closed her eyes and gasped as she felt the warm hands of her friend
caressing her buttocks just like this morning. Without debating
whether it was right or wrong, she pushed back into the roaming hands
and moaned.

"Oh God," Dana gasped as her hands slid down to touch the soft skin
below the elastic of the legs of her shorts. Her fingers slipped under
the leg band and lifted up until she held both cheeks in the palm of
her hands. She felt Mary Ellen push her buttock back slightly and
heard her moan. "We had better get outside or I'll rape you," she
whispered in warning and quickly kissed the younger woman's bare
shoulder and gave her buttocks one last squeeze.

Mary Ellen felt goose bumps form on her shoulders and she sighed and
reached down to adjust her shorts. She attempted to pull them from
between her now swelling lips but it was useless. She had never had
that problem when she had pubic hair.

"Fix yourself a drink and then help me take things out to the patio."

Mary Ellen composed herself and walked over to the bar. She got
herself a drink and stood watching Dana. The older woman seemed so
sophisticated and sexy-everything that she wanted to be. She glanced
down at Dana's hands as she molded the raw hamburger. Then her face
flushed hot and she could almost feel the woman's manicured finger
sliding up her ass again. Suddenly she felt a little remorse at how
far she had let things go and a frown came to her face.

Dana looked up and saw her frown. "What's wrong?" she asked.

"Dana... uh... about... uh this morning..." Mary Ellen hesitated, not
sure what she was going to say.

"Don't worry sweetie, that will be our little secret. Just between us
girls," she said with a bright smile as she tried to ease the younger
woman's concern. In truth, she was just as embarrassed as Mary Ellen.
"Come on and help me carry the food outside."

The three of them sat on the patio and ate a quiet dinner. They made
small talk about the weather and kids as they finished off a pitcher
of Drew's "special" punch. It was pretty much half fruit juice and
half alcohol, so it didn't talk long for all of them to feel the
affects.

"Excuse me for a second." Dana said and then went inside and put on
some soft music. The stereo system piped the music outside through
speakers around the patio. When she came back out, she reached her
hand out to Drew. He got up and stepped into her arms and they danced
around the patio as the sun began to set over the trees. A warm breeze
made the wind chimes hanging from the patio roof jingle.

When the song ended, Dana looked at Mary Ellen and saw a sad look on
her face. Her heart went out to her friend. She knew that she was
feeling like a third wheel. "Drew, dance with Mary Ellen," she
whispered.

"Gladly," Drew said and stepped over to pull the reluctant lady into
his arms.

"I'll get some more of Drew's special brew," Dana said as she picked
up the empty pitcher and went into the house.

Drew held Mary Ellen tightly in his arms as he moved effortlessly
around the patio. He and Dana had taken ballroom dancing lessons for
years and he was quite adept.

As the two danced the sun disappeared over the horizon and the patio
lights came on, giving the entire area a romantic glow.

The alcohol, the music and the warm breeze made Mary Ellen relax and
she almost melted into Drew's strong arms. She barely realized that
Drew's hands had slipped down to the curves of her buttocks. Suddenly,
she sucked in her breath as his hands pushed her shorts up and cupped
her soft cheeks just like Dana had done earlier. "Drew," she whispered
but didn't try to pull from his warm embrace. Instead, she let her
head fall to his shoulder.

"God, you have a sexy ass," he whispered. 

Mary Ellen could only moan at his surprising words, as she felt his
strong hands squeezing her cheeks. Suddenly she could feel his rapidly
swelling penis against her leg. "Drew please," she almost whined,
realizing that Dana could come out any second.


Dana smiled as she watched the two from the kitchen window. She could
feel her excitement begin to grow. Instead of rushing back outside,
she waited, giving Drew time to loosen her up. An excited sigh came to
her lips when Drew turned the woman so that her back was facing the
window. She could see her husband's hands kneading her soft ass
cheeks. When she looked at his face, she saw him smile and wink. A
chill of excitement ran down her spine and she picked up the pitcher
of drinks and carried it back out onto the patio.

The two barely noticed her as she sat back down at the table. When the
next song began, Dana stood up. "Mind if I cut in?"

Mary Ellen jumped in shock when she realized that Dana was standing
behind her. She pulled quickly from Drew's arms.

However, instead of stepping into Drew's arms, Dana pulled Mary Ellen
to her.

Mary Ellen's mouth opened as if to protest. 

Dana smiled and said, "I can dance with him anytime." Then she pulled
the surprised woman close to her.

Suddenly, Mary Ellen breasts were pressed to the older woman's and she
could feel her warm and soft body touching hers from breasts to
thighs. A little moan escaped her lips and she again melted into her
arms. Her head was light as a multitude of sensations rushed over her.
She could feel excitement building as the seam of her tight shorts
rubbed her between the cheeks of her buttocks as they moved slowly
around the patio. She let Dana lead and her head drifted to her
shoulder.

When the song ended, Dana and Mary Ellen continued to move without the
music until another song came on. Dana smiled over Mary Ellen's
shoulder at Drew as he sat at the table and watched. She could see the
tent in his shorts. Then, like he had done, she slipped her hands down
Mary Ellen's back until they were resting on her buttocks again. Dana
could feel her heart pounding in her chest as she slipped them lower
and grasped the younger woman's soft ass cheeks.

Drew's penis was pulsing in his shorts as he watched his wife caress
Mary Ellen's ass. He was finding it hard to believe that he was
actually watching his wife caress another woman.

Mary Ellen was very much aware of where Dana's hands were. She was
embarrassed by the display, but nonetheless excited. Her conservative
side was telling her to stop this but the alcohol and her newly
discovered wild side was egging her on. "Dana," she whispered as she
felt the older woman's fingers slip under the tight shorts until they
were between her cheeks. "Oh God!" she moaned when she realized that
the tips of her fingers were just a fraction of an inch from her
pulsing rear hole.

Dana moved her fingers that fraction of an inch and touched her little
rose.

Mary Ellen pulled her head from Dana's shoulder and looked at her with
her eyes wide. Then she realized that Dana had worked the two of them
over to a dark section of the patio. Still, she knew that Drew could
see them. She watched, as if hypnotized, as Dana's lips moved toward
her.

Drew was beside himself with excitement now. He reached down and
rubbed his erection, wanting to pull it out but deciding to wait.

Electric shocks ran through both women as their lips touched. As
Dana's fingers teased the pulsing little hole, her tongue worked
inside Mary Ellen's willing mouth. A jolt of electricity went though
her when the younger woman began to suck on her tongue. Their bodies
began to squirm against one another as everyone's excitement grew
rapidly.

Finally, Dana pulled away, gasping for breath. "Let's get into the hot
tub," she suggested.

At first Mary Ellen looked at her like she didn't understand. Her head
was spinning wildly now. "Uh... uh... I'll have to... uh... get my
bathing suit."

"That's okay, we'll just take our tops off." With that, Dana reached
down and pulled Mary Ellen's tube top up and over her head.

The younger woman gasped as her breasts were suddenly bared. Then she
watched as her friend quickly did the same thing, revealing her firm
breasts. Almost hypnotized, Mary Ellen let Dana lead her over to the
bubbling water of the hot tub.

The two women stepped into the tub and sunk down until their breasts
were under the foaming water.

"Ohhhhh!!!" Mary Ellen moaned in pleasure as the warmth of the water
surrounded her body. The steam and heat of the tub made her head spin
even more.

"Come on Drew, join us," Dana called.

As Drew got up, he felt the alcohol going to his head and he swayed
just a bit. He stood, his shorts tented from his throbbing erection,
and looked at the two women. Then, he walked over to the edge of the
hot tub and stopped at the edge in indecision. Does she want me to get
in with my shorts on? he thought.

Dana anticipated his question and said teasingly, "Come on Drew, take
your shorts off. You're not embarrassed are you?"

It was intended as a challenge and it worked. Drew reached down and
unsnapped his shorts. Then he pulled the zipper down and paused. He
smiled at the two women and let them drop to the ground.

Mary Ellen sucked in her breath. Drew had on a pair of white boxer
briefs that hugged his lower half like a second skin. She could
plainly see his throbbing erection straining down one leg.

"Come on," Dana encouraged.

Drew hooked his fingers in the waistband and slowly pulled his
underwear down. His hard penis sprung up and slapped his stomach
bringing nervous giggles from the girls. Now his shaft was pointing
directly at the two women and there was a drop of clear juice hanging
from the slit in the head. Drew intentionally made his penis throb,
causing the juice to drip from his penis to the water below.

Mary Ellen gasped and placed her hand over her mouth. She had never
seen a penis so large or so beautiful. Even his testicles were huge.
She felt her little rear hole quiver at the thought of something so
big going in there.

Dana moved to give Drew room between them and waved him over.

Drew slipped in between the two and placed his arms around their
shoulders. He could feel Mary Ellen become tense under his arm.

When the younger woman looked over, she saw Dana snuggled into Drew,
so she relaxed and did the same.

The three of them sat quietly for a while, enjoying the warmth of the
tub and the closeness of their bodies.

Mary Ellen closed her eyes and leaned her head onto Drew's shoulder.
She barely noticed the hand that was draped over her shoulder move
until it was at the side of her breast. Her eyes flew open and she
looked to the side. Drew and Dana were kissing. She held her breath as
the hand moved slowly over her breast until it was squeezing the soft
flesh. Her body began to tremble and she closed her eyes again. She
suppressed a moan of excitement.

Dana slid her hand under the water until she wrapped it around Drew's
pulsing penis. When their lips pulled apart, she watched Drew turn to
Mary Ellen and present his lips to her.

Mary Ellen looked at Dana and saw her nod her head up and down. "Oh
God," she whispered as Drew's lips met hers. Her mind was racing as
they kissed passionately. It had been so long since Richard had kissed
her like this and she had missed it... but this was so wrong. Yet, she
couldn't bring herself to push him away. Instead her mouth opened and
let his tongue enter.

The kiss went on for a long time until Dana pulled Drew's lips back to
hers. Now, he had one hand on Dana's breast and the other on Mary
Ellen's. Dana's hand continued to pump his penis under the bubbling
water. Suddenly, he felt like he might climax. "Wait," he almost
screamed and pulled from between the two women. He stood up quickly
and turned to sit on the edge of the tub, gasping for breath.

Dana smiled as she watched his penis throb with excitement. "Two women
are almost too much for you huh?" she joked.

Mary Ellen's eyes were opened wide as she stared in the flickering
light at Drew's throbbing penis. She squirmed her hips under the
water.

"Almost," Drew gasped as he fought to gain control of himself.

Dana slid over next to Mary Ellen and put her arm around her. 

With little resistance, Mary Ellen let the older woman pull her into
an embrace and bring their lips together again. There was a moan from
the man sitting on the side of the tub as he watched the women kiss.
He had never seen anything so beautiful.

When Dana pulled away, she giggled as she saw that her husband had his
hand wrapped around his penis. She whispered something to Mary Ellen.
Then she pulled away from her and waded her way over until she was
standing next to Drew. She pushed his hand away and took his penis
into her fist. As she held his penis up, she looked at Mary Ellen and
smiled. Then she dropped her head. Her tongue came out and she began
to lick Drew's pulsing shaft.

Mary Ellen squeezed her legs together as she watched her neighbor
licking her husband's penis right in front of her. The entire night
had become surreal. She watched her friend's jaws bulge with her
husband's thick cock and her own mouth watered. Her hand stole under
the water and drifted between her spread legs. A moan escaped her lips
when her fingers found her swollen sex. Her body trembled and she felt
like she could climax right there.

Drew gasped when his wife sucked the large head of his penis deep
inside. He could see that Mary Ellen was watching intently. He leaned
back on his hands and lifted his hips, forcing his penis deeper into
his wife's mouth. A moan escaped his lips as she used her tongue in a
butterfly motion to tease the dripping slit at the head. Then she
closed her lips around the head and used her teeth to gently nip the
sensitive skin beneath the crown.

 From years of experience, Dana knew what Drew loved. Sometimes she
would tease him unmercifully like this, never giving him enough
pressure to get off. A smile was on her face as her hand moved up and
down the shaft and her tongue laved the swollen head trapped in her
sucking mouth. Eventually, Dana pulled her lips from Drew's penis with
a loud pop. She smiled at Mary Ellen and motioned her over before
dropping her head back to his penis.

Mary Ellen shook her head no but her body was saying yes. She felt
like some unknown force was pulling her toward them. Her eyes stared
at Dana's bobbing head as she sucked loudly. She had always wanted to
suck Richard but he had refused. He said it was dirty and perverted.

Dana pulled her mouth from Drew and looked at the still seated woman.
"Come here!" Dana said. The words sounded so harsh, almost like a
command.

Slowly, Mary Ellen began to wade toward the couple. If she had not
been in water, she feared that her legs wouldn't carry her. A second
later, she was standing inches from the two. Her naked chest was
heaving up and down in excitement. Water shimmered on her breasts,
reflecting in the hanging lights. Her nipples were hard pebbles.

Drew could feel the blood pounding in his temples as he stared at the
beautiful bare breasts of his neighbor. He looked down at this wife
and then at Mary Ellen. He held his breath when he saw Dana hold his
penis out to Mary Ellen and then heard her say, "Come closer and suck
it!"

Mary Ellen hesitantly took one more step and reached out with a
trembling hand and touched Drew's saliva wet penis. It almost felt hot
enough to burn her hand. She wrapped her fingers around it, marveling
at how large it looked and felt in her tiny hand. She could feel it
pulsing as the blood rushed through it. She trembled. Her brain was
screaming "No!" but her body was saying, "Yes!"

"Suck it Mary Ellen," Dana said again and reached up to push the
woman's head down toward her husband's penis.

A groan caught in Mary Ellen's throat as her mouth opened and she took
Drew's penis into her mouth. She felt her swollen vagina pulse as the
smooth and swollen head slid past her lips and into her mouth. It
brought back memories of her high school days. Specifically, the night
she had given her one and only blowjob to Billy Taylor. It was an
exciting experience but one she had never repeated. Then, her thoughts
returned to the present and about all the times that Drew's penis had
been inside Dana's body. However instead of being repulsed, she felt
electric shocks rush through her. She sucked even harder. A steady
stream of his pre-cum juice coated her tongue and she swallowed.
Another moan escaped her throat.

"That's it, suck it, suck his big cock!" Dana whispered as she leaned
close to her friend. "You're making him so hot."

Mary Ellen moaned at Dana's nasty words. Her hand began to move faster
up and down the long shaft and her lips made a sucking sound as she
lost herself in the pleasurable task. She never thought oral sex could
be so exciting.

Drew was going mad with desire. His hips began to lift from the side
of the tub and he felt his balls churning. "Oh God," he moaned.

Dana could tell the signs and she knew that Drew was close to
climaxing. She decided to warn her friend. "Mary Ellen, Drew is going
to cum," she whispered into her ear.

Mary Ellen felt a chill go down her spine at the words and she moaned
deep in her throat. However, she didn't stop her movements.

"Do you want to drink his cum?" Dana asked excitedly when she didn't
pull away.

Another moan came from deep in Mary Ellen's throat. Her hand now
became a blur as she began to desperately seek her reward.

"Ohhhhh!!!" Drew moaned loudly and he lifted his hips. Suddenly, his
balls pulled tight to his groin and his penis erupted.

A second later, Mary Ellen's mouth was being filled with Drew's thick
sperm. It shot out of the head like a cannon, splattering the back of
her throat. She swallowed and moaned as his thick juice slid down her
throat. Her mouth filled again and again. Each time she swallowed and
then sucked for more.

Dana watched in amazement as Mary Ellen drank her husband's sperm like
she had been doing it all her life. She knew that there was a wild
women buried inside her friend. A smile came to her lips as she
watched her continue to milk his softening penis until it fell wetly
from her mouth.

Mary Ellen had lost track of where she was and what she was doing.
When she looked up, she saw Dana and Drew smiling at her. Suddenly,
she felt very self-conscious. With a trembling hand she wiped a drop
of sperm from the corner of her mouth and her face turned red with
embarrassment.

"Uh... let me get us a couple more drinks," Drew said, suddenly
uncomfortable himself. He hurried off toward the house.

Dana watched his naked ass and smiled. She turned to Mary Ellen and
said, "So how did you like giving your first blow job?"

That brought a smile to Mary Ellen's lips. "It wasn't really my
first-high school dance. But this one was much better. It was
amazing."

Chapter 11

When Drew was out of sight, Dana moved next to her still very excited
friend. She smiled when she didn't resist as she pulled her into her
arms. Their lips pressed together. It was Dana's turn to moan when she
tasted Drew's sperm in her mouth. When she pulled away she said, "Your
mouth tastes sweet. Giving a blow job is fun isn't it?" Her hand
slipped under the water and between the younger woman's legs.

"Yes," Mary Ellen answered. Suddenly, her eyes opened wide and she
gasped. However, she moved her legs apart for the woman's searching
hand.

Dana worked her fingers under the crotch of her friend's wet shorts
and into her willing vagina. Never in her life had she done something
like this. It was hard for her to believe that she was being so
aggressive.

"Oh God Dana," Mary Ellen moaned in excitement.

"Hmmm... hmmmmmm!!!" Drew said, clearing his throat, as he stood over
the women.

Both women jumped in surprise and they looked like kids caught with
their hands in the cookie jar.

"Drinks are served," he said, standing unashamedly above them totally
naked, holding a tray of drinks. His still long penis hung limply
between his legs and there was a tiny drop of sperm at the slit.

Both Dana and Mary Ellen's eyes were drawn to his groin. A smile came
to Dana's lips as she reached up and grasped his penis and said, "I
think Mary Ellen has already had her drink." She looked at Mary Ellen
and then laughed. Then she let go of Drew's stiffening penis and took
Mary Ellen's hand to lead her out of the hot tub.

Drew gasped when he saw that Mary Ellen's white shorts had become
totally transparent in the hot tub. They were plastered to her lower
half like a second skin. He could plainly see her swollen sex lips and
the tiny tuft of hair at the top.

Mary Ellen saw Drew's eyes and looked down. A sudden chill of naughty
excitement rushed through her when she realized that she was
practically naked.

"Oh my," Dana exclaimed and then laughed when she saw what the two
were looking at. With a push of her hand she turned the younger woman
around so that they could see the rear view. Like the front, Mary
Ellen appeared practically naked. The white cloth clung to her
buttocks showing her pale ass cheeks. The tan lines from her bathing
suit were visible as well.

Drew felt his penis twitch and begin to growth again.

Dana turned the woman back around and gave Drew another smile. Then
she led Mary Ellen over to the table to sit down.

The three of them sat at the table and had another drink. Had Drew not
been naked and the two women topless, it would have appeared to be
three friends having a casual drink.

However, the situation was anything but casual. 

Drew's eyes feasted on the two sexy women sitting across from him. It
almost appeared as if they were thrusting their breasts out to him. He
smiled as he first caught Dana and then Mary Ellen's eyes.

Dana smiled and Mary Ellen flushed. 

Still, Mary Ellen didn't try to cover her bare breasts. She could feel
water running from her breasts and dripping onto her thighs, sending
shivers of excitement through her. Her hard nipples suddenly felt
burning hot.

After a while, Dana saw that Mary Ellen was trembling and stood up,
holding her hand out to her. "The air is getting chilly out here.
Let's go inside where we can be more comfortable."

The younger woman hesitated, suddenly looking frightened. She looked
from Dana to Drew with indecision on her face.

Dana knew what she was thinking. "It's okay," she whispered, as she
pulled her to her feet, "you don't have to do anything you don't want
to do."

Mary Ellen stood uneasily and let Dana hold her hand as she was led
toward the patio door with Drew following close behind. However,
before they went inside Dana stopped and turned to Mary Ellen. "Let's
take off these wet shorts." Before Mary Ellen could stop her, she
unsnapped her shorts and let them drop to the patio floor. Then Dana
looked at Mary Ellen with lust in her eyes and let her own shorts
fall.

Mary Ellen gasped, as she stood naked with Dana in front of her and
Drew behind. She could feel Drew's eyes on her bare buttocks and Dana
staring at her breasts. She almost felt like running. She suddenly
thought of the story of the spider and the fly. However, before she
could react, Dana was pulling her into the house and through the
kitchen to the family room. She sat her down on the sofa and quickly
sat close to her.

"Dana, I... I should... get home... uh Richard will be home soon."

"Shhhh!" Dana whispered as she pushed the nervous woman back and
brought her lips to hers. She heard Mary Ellen moan as her tongue
entered her mouth. Her hand slowly came up and found one of her firm
breasts. She squeezed the heavy orb and used her finger to run across
the hard nipple. She felt the woman tremble in her arms and a moan
escaped her lips.

"Dana... please," Mary Ellen said as she broke the kiss. Then she
looked over and saw Drew sitting on a chair across from them. She
gasped. He had his hand wrapped around his now very hard penis and was
moving it up and down slowly. The large head was swollen again and
looked almost purple. There was a steady stream of juice running from
the split and across his fingers. While she felt scared, she found the
sight nonetheless exciting. It amazed her that he was getting so
excited from just looking at her body.

Dana leaned close to Mary Ellen and whispered, "Would you like Drew to
fuck you?"

"Oh God... uh... I can't," she protested with excitement and fear in
her voice.

"Why not? It's okay with me."

"Richard... I can't... uh... it's not... not right," she stuttered,
suddenly very flustered.

"All right. I told you we wouldn't do anything that you didn't want us
to do." Dana knew that she was on very tenuous ground now. None of
them had ever been here before and she didn't want to ruin her
friendship with Mary Ellen. She thought for a second and then
whispered, "How about you letting him eat you?" Her hand continued to
knead the younger woman's now heaving breast. "I know you would like
it because he's very good."

Mary Ellen gasped and opened her mouth to protest. However, no words
came out. She could feel her vagina pulsing with excitement at Dana's
words. She had never been eaten but she had dreamed about it a
thousand times. Suddenly in her alcohol fogged brain, it didn't seem
like such a bad idea. And, after all it wasn't really cheating was it?
she thought.

When she didn't respond, Dana turned to Drew and said, "Come on Drew,
show Mary Ellen what a talented tongue you have."

Drew was up from his chair before Dana's words were out of her mouth.
A second later he was kneeling in front of the trembling woman.

Mary Ellen's eyes were wide with fright as she looked at the man
kneeling at her feet. Her conviction started to falter. She knew that
this was so wrong and that she should leave. Yet, her heart was
pounding in her chest and blood was rushing to her head. Again, she
opened her mouth to protest but before she could get any words out,
Dana placed her lips over hers and her fingers began to play with her
breast again.

Now Drew's hands were trembling as he touched the younger woman's
knees and pressed her legs outward. At the same time, Dana's kissed
down her neck and over the soft skin until she took a stiff nipple
into her mouth.

"Oh Jesus," Mary Ellen gasped. As if she had no control over what was
happening to her, she allowed her legs to be opened wide, letting her
arms fall to her sides. She thought she was going to pass out when she
felt Drew's lips on the inside of her thigh.

Dana glanced down and smiled at her husband before quickly going back
to sucking Mary Ellen's hard nipple.

"Oh God... please... please," Mary Ellen moaned and her head began to
move from side to side. However, she wasn't sure whether she was
begging for them to stop or continue.

It didn't matter to the excited couple as they worked Mary Ellen to a
fervor pitch.

The soft skin of Mary Ellen's upper thighs became wet with Drew's
saliva as he gently licked his way higher, kissing and sucking the
tender skin as he went. He could smell her excitement as he neared her
swollen vagina. Almost forcefully he pressed her thighs wider apart.
Suddenly his head dropped and he moved his mouth to her swollen sex
lips.

"Ohhhhh myyyyyy Goddddd!!" Mary Ellen screamed as she felt a mouth on
her vagina for the first time in her life. Her hips lifted up and one
hand reached for Drew's head to grasp his hair.

Dana let the wet nipple slip from her lips and looked down at her
husband. She could see his tongue as it slipped inside the now
squirming woman. She reached down and lifted one of Mary Ellen's
thighs in order to give Drew better access. Her own vagina was pulsing
with excitement as she watched the love of her life eat another woman.
Strangely, instead of being jealous, she felt only excitement. She
turned and kissed the woman's now gasping mouth.

Mary Ellen was going mad with desire now. At one end, Drew was
pressing his tongue into her vagina and at the other Dana was doing
the same thing to her mouth. Waves of pleasure rippled up and down her
body. It felt as though every nerve ending was charged with
electricity.

Drew moaned when he tasted the copious juice flowing from the excited
woman. Her response motivated him to work even harder and he used
every technique he knew to bring her pleasure. The crazily excited
woman's hands in his hair egged him on. He pulled back momentarily,
his chin dripping with her juices, and there was a smile on his face.
He used his fingers to open her swollen sex lips. With an animal like
moan he dove back in, letting his tongue have access to the most
sensitive places. First he pressed in as deep as he could go and then
he pulled back, letting his tongue worry the little clit at the top
before slipping his mouth back to the slick inner lips and sucking
them inside.

Mary Ellen was moaning continuously and incoherently now. She gasped
for breath and her hips lifted from the sofa as her excitement grew.

Drew licked and sucked the sweet vagina until he felt that Mary Ellen
was close to a climax. When he pulled back, a loud moan of frustration
escaped from the frantic woman. He felt her fingers tighten in his
hair and she tried to pull his head back. Drew quickly lifted her
other leg and placed it over his shoulder and then pulled her down
slightly. His mouth returned to her vagina and he began to suck her
again.

Mary Ellen screamed in pleasure.

Suddenly a naughty thought came to Drew and he pulled his mouth back
again. Then, his hands opened the cheeks of her ass, exposing the tiny
rose of her anus. He saw the little hole pulsing, almost beckoning
him. His head bent down and he began to circle it with his tongue.

Mary Ellen's eyes flew open as she felt Drew's tongue on her little
rear hole. "Oh Jesus... oh God... Ohhhhh!!!" she gasped and pushed her
hips toward the tickling tongue.

That was what Drew was waiting for and he pressed his tongue into the
tight hole.

Mary Ellen's entire body suddenly shook and her mouth opened as if to
scream. However, nothing came out. Never in her life had she
experienced anything quite like this. It felt as if the nerve endings
in her ass were on fire as Drew's tongue forced its way into her
rectum. Suddenly, fireworks started to go off in her head.

Dana could feel Mary Ellen tense and knew that she was close to
climax. She pinched her nipple and pushed her tongue back into her
mouth. Then, she pulled back and whispered, "Is Drew tonguing your
ass?" It was a rhetorical question designed to excite. "I love it when
he does that to me. He's so talented."

"Oh lordddddd!!!" Mary Ellen screamed.

Dana held on tight as the younger woman began to convulse in her arms.
She pressed her lips to hers again.

Mary Ellen screamed into the older woman's searching mouth and her
body stiffened. Waves of pleasure rushed up and down her body and her
heart pounded in her chest as a tremendous climax overtook her. The
pleasure went on and on. When one climax ended, another started until
she couldn't tell when one ended and another started.

Drew's sucking mouth was deluged with Mary Ellen's copious juices. He
would have smiled but his mouth was filled over and over with her
squirting liquid.

Finally, Mary Ellen relaxed into Dana's comforting arms and her body
fell suddenly limp. There were little whimpers coming from her lips
but her eyes were closed.

Drew pulled away and looked up at his wife. 

She smiled at his juice soaked face and nodded to him that he should
leave them alone.

He returned the smile and got up quietly and left the room.

After some time, Dana quietly asked, "Was it good?" 

"Oh Jesus," Mary Ellen whispered. "I never knew that it could be like
that."

Just then, the lights of a car pulling up Mary Ellen's driveway
startled the two women.

"That's Richard!" Mary Ellen gasped in panic. "I have to get home."
She jumped up and looked around the room as if disoriented.

"Wait, I'll get you some dry clothes," Dana said calmly. "You can tell
him that you were just visiting with me. That's not a lie."

A few minutes later, Mary Ellen was gone and Dana was rushing upstairs
to Drew.

Chapter 12 

The following morning Dana was sitting in her kitchen, wondering if
she should call Mary Ellen, when there was a light tap at her door.
She looked up and saw Mary Ellen open the door and come in. She
couldn't read the expression on her friend's face and felt a sudden
rush of dread. "Good morning," she whispered.

"Good morning," Mary Ellen answered in a non-committal tone as she
walked over and got herself a cup of coffee.

Dana couldn't tell her mood from her voice or her expression. She saw
that she was wearing a short bathrobe and slippers. It was almost 9 am
and she was generally an early riser.

Mary Ellen sat at the table across from Dana. Then she glanced into
the older woman's eyes before she blushed and looked down into her
coffee.

Dana remained silent, not knowing what to say. While she tried to look
relaxed, she could feel her heart beating heavily in her chest and her
palms were beginning to sweat.

"Dana... uh... what we did, what happened yesterday... oh God," Mary
Ellen started to say and stopped. Tears began to flow from her eyes.

Dana felt the blood run from her face. Here it comes! she thought. She
hates us now.

"I... I can't believe that I... that we..." Mary Ellen stopped again
and took a deep breath. Then she said, "It was... the most amazing
thing... that has ever happened to me!"

At first Dana didn't think she heard her correctly. Then her face was
suddenly beaming. She reached over and grasped her friend's hand, her
face full of relief. She suppressed a sudden urge to jump up and hug
her. "You're not mad at us then?" she asked tentatively, her voice
almost quivering.

"Oh God no. I... I felt guilty last night... but... but then this
morning... well... I had these dreams about... about us... you know
sex dreams. I realized this morning what I've been missing," she said
with a slightly sad look on her face, and then added, "I'm thirty-five
years old and never had really had good sex." Again Mary Ellen paused
as if deep in thought. Then she said, "No, I'm not mad at anyone. I
owe you and Drew so much. I feel like... like a new world has opened
to me. I don't think I can go back, but... but I don't know what to do
now."

Dana squeezed her hand as tears came to her own eyes. "I'm so
relieved. I worried all night that we had gone too far. That...
that... you would hate us."

"Actually, I feel closer to you than my own family," Mary Ellen said
as tears streamed down her cheeks.

Dana got up and quickly came around the table to her friend. She
pulled her up until they were standing face to face. Suddenly she
pulled the younger woman to her and their lips met.

Both women moaned as their lips pressed together and their tongues
dueled. Then, when they parted, they were both breathing heavily.

"I think we can help," Dana said with a lustful smile. As she said
this, she wrapped her arms around the younger woman and boldly grabbed
her buttocks and pulled her to her body. Her hands slipped down and
under the short bathrobe and found that her cheeks were bare. "Your
ass cheeks are so soft," she whispered. Her excitement grew when she
realized that Mary Ellen was back to play. "Where's Richard?"

"He went into work as usual," Mary Ellen answered with a playful
smile. "Where's Drew?" she countered.

"Upstairs in his 'cave'," Dana laughed and then said, "Why? Do you
want to play again?"

"Well, maybe... I..." she said and paused before adding with a little
stutter of embarrassment, "Uh... uh... I would like to... to... oh
damn."

"To what?"

"This... this is going to sound... crazy... you're going to think I'm
crazy but I... I want to... to watch."

"Watch what?"

"You and Drew... you know... uh... do it."

"You want to watch us fuck?" Dana said too loudly.

Mary Ellen's face turned another shade of red and her chin dropped.
"Yes," she whispered. "You know... uh... anal sex." There she had said
it. She had dreamed about it all night long... all of her life long.
She had never even seen a porno movie but she had read stories about
anal sex and seen it in her mind a thousand times.

"Oh my God, Drew is going to go crazy! Wait here." With that Dana
turned and left the woman standing in the kitchen as she practically
ran upstairs.

Mary Ellen began to tremble as she waited for Dana's return. "This is
crazy!" she kept telling herself. She had a sudden urge to run out of
the house but she had come this far and she was pretty sure she would
never get another chance like this. She steeled herself with
determination and forced herself to stay put. A few minutes later Dana
came back down the stairs with a wide grin on her face.

"Come on, Drew's waiting for us." Dana took Mary Ellen's hand but she
felt her resist. When she turned to her she could see excitement but
also fear on her face. "What's the matter?"

"Uh... I'm not ready to... to go... to go all the way. I just want
to... to watch."

Another smile came to Dana's face. "That's okay. Come on," she said
and like last night added, "we won't force you to do anything that you
don't want to do." She pulled the pretty woman up the stairs behind
her.

When Dana brought Mary Ellen into their bedroom, they saw Drew lying
in bed shirtless with the sheet pulled to his waist. He had a big
smile on his face and there was a major tent in the sheet. "Hi," Drew
said almost sheepishly.

"Uh... hi," Mary Ellen answered self-consciously.

Dana led Mary Ellen to a comfortable chair at the end of the bed. "You
can watch from here," she whispered.

Mary Ellen pulled her robe closed around her and sat down, suddenly
more nervous than she could ever remember being. A little moan escaped
her lips as her buttocks pressed to the seat. What no one but her knew
was that she had slipped the remote controlled vibrator up her ass
before coming over. She placed her hand in her robe pocket and grasped
the control tightly.

In the mean time, Dana hurried to the side of the bed and
unceremoniously stripped off her clothes. A second later, she was in
Drew's arms and they were kissing passionately. They could both feel
Mary Ellen's excited eyes watching them.

As Dana kissed Drew, her hand slipped under the sheet and grasped his
pulsing erection. She moved her hand up and down and heard him moan.
Finally, she broke the kiss and looked at her friend at the end of the
bed. With a devilish smile, she slowly pulled the sheet down to reveal
the throbbing organ.

Mary Ellen gasped when she saw the large penis that Dana held in her
fist. It had been fairly dark last night when she had sucked him off
so she hadn't gotten a really good look. Even later in the living
room, she had been too excited to study his equipment. But now, it
looked much larger in the bright sun-lit bedroom. She squeezed her
legs together and felt her vagina pulse at the thought of that large
tool going into Dana's ass. A little spasm of pleasure went through
her anus and her sphincter squeezed around the flesh like vibrator
deep inside her.

Dana smiled at Mary Ellen and held his dripping penis up proudly for
her to see, almost waving it at her friend. "I don't think he needs to
be sucked to get him ready but it's such fun," she said and opened her
mouth to take his throbbing tool inside. She began to suck noisily as
her hand moved slowly up and down the shaft. She pulled it out and
smiled at the fascinated woman at the end of the bed, then quickly
took it back inside her mouth again.

Drew tried to remain still as he watched Mary Ellen through
half-closed eyes. He could see her staring at them as Dana sucked him.
A thrill of exhibitionist pleasure rushed through his body and he
lifted his hips and spread his legs. His fingers twined in Dana's hair
and he helped her move her mouth up and down on his penis. However,
when his balls began to churn, he knew that he needed to stop her or
risk climaxing in her mouth. With great willpower, he pulled her mouth
from him, causing a loud pop. "I've got to fuck you!" he groaned, loud
enough for Mary Ellen to hear.

Mary Ellen gasped at his words. She squirmed on the chair and then
secretly turned on the vibrator in her ass. Suddenly little waves of
vibration began to ripple through her anal canal, making her swollen
sex lips drip.

Drew pulled Dana to the end of the bed and had her get onto her hands
and knees with her ass facing Mary Ellen. He knelt beside her and
reached over to grasp her smooth ass cheeks. He watched Mary Ellen's
eyes as he slowly opened her cheeks, revealing her swollen sex and the
tiny rose of her anus.

Mary Ellen gasped when she saw her friend so brazenly exposed in the
bright room. She had looked at herself in the mirror many times but it
was always difficult to get a good view. Now she could see Dana's tiny
anus just a few feet in front of her face. Her breathing grew more
rapid as she stared at the tiny pulsing hole. It was pink and wrinkled
and she noted that there wasn't a hair anywhere to be found. The only
word that came to her mind at the moment was "beautiful."

Drew wet a finger and brought it to Dana's hole. He heard two moans,
one from Dana and one from Mary Ellen, as he slowly slipped it inside.
He watched the mesmerized woman's face as he pressed his finger inward
until it was entirely buried.

Mary Ellen was having a difficult time catching her breath. Her head
was spinning with excitement and her anus was pulsing with the
vibrations of the dildo. She had never seen anything so exciting or
obscene. She had to slow down the speed of the vibrator in fear that
she would climax too soon.

Within seconds Drew had Dana gasping in excitement as he moved his
finger in and out. When he added a second finger he got a loud moan
from her and she pushed her hips back as her little hole sucked both
of them inside. He looked over at Mary Ellen as he pulled the fingers
out. Then he used the index finger of both hands to open her hole. A
smile came to his lips when he saw Mary Ellen's eyes open wide. He
could see her chest heaving up and down under the robe that had
carelessly opened to reveal the soft cleavage of her breasts.

The sight of her best friend squirming on the bed as her husband held
her anus open was almost more than the excited woman could take. She
closed her eyes and moaned as her mouth opened to try to catch her
breath. When she opened her eyes again, she was startled... Drew was
standing next to her. His dripping penis was throbbing just inches
from her face. She quickly looked at the bed and saw Dana staring back
at her, still on her hands and knees. Her eyes were glazed over with
lust.

"Get him wet for me!" Dana gasped. 

With a trembling hand, Mary Ellen reached out and wrapped her fingers
around the long shaft. She almost pulled her hand away when she felt
the hot flesh. However, instead, she squeezed her fingers tightly and
watched as a bubble of clear juice formed at the tip. It grew larger
until the bubble turned to a drip and began to fall toward the floor
like a silky strand of spider's silk. Quickly her tongue came out and
caught the drip and she sucked it into her mouth. Another moan escaped
her lips when she tasted his sweet juice. Without hesitation she
opened her mouth and sucked the head inside, bringing a moan from
Drew. Her hand began to work up and down the shaft, milking more of
the sweet liquid into her hungry mouth. Suddenly, she was lost in her
sensual task, sucking and pumping the hot shaft in her hand.

Drew reached forward and reluctantly pushed Mary Ellen back. He feared
that he would squirt in her mouth if she kept it up. His penis popped
from her lips and she looked up at him like she didn't understand.

Then Mary Ellen's face colored when she saw her two friends looking at
her. She let go of the wet shaft reluctantly and then watched as Drew
climbed back onto the bed. He straddled Dana's squirming buttocks with
his back facing Mary Ellen. Now she had a perfect view of both of
their asses. Drew's squirming testicles hung low, almost touching
Dana's buttocks. She watched as he pushed his wet penis downward until
the head was almost touching the tiny rose of her anus. Mary Ellen
gasped, wondering how the large head would ever fit into the tiny
hole. She held her breath as the head touched the hole. The muscles in
Drew's thighs bulged as he squatted lower, pressing the head into the
resisting sphincter. It took several seconds before the little hole
opened and swallowed the crown of the invading penis.

Everyone in the room moaned and the two on the bed froze. It was like
a ritual for Drew and Dana. Drew knew that Dana needed a moment to
adjust, so he waited, feeling her little hole pulse around the head of
his penis.

Finally, Drew shifted his weight forward, pressing his penis, inch by
inch, into Dana's resisting hole. Inside his wife's ass was a familiar
and comfortable place for Drew, almost natural, yet tight and
exciting. It was also extremely exciting to know that Mary Ellen was
watching the incredibly intimate act. He fought not to spend himself
prematurely as the combined pressure of her tight rectum and the
exhibitionistic thrill consumed him. He bit his lip and pressed
downward, his face showing a grimace of pleasure and concentration.

"Oh God, oh God, oh God," Dana moaned. She had never been so excited.
She squirmed her buttocks from side to side and relaxed her sphincter,
desperately wanting all of him inside. Gradually her tight hole
relaxed, allowing the long shaft to slide deep into her. She could
almost feel Mary Ellen's eyes on her and she spread her legs wider to
make sure that she had a good view.

The room was charged with electricity as Drew's penis slowly
disappeared into his wife. Then a loud moan escaped his lips when he
felt his balls touch her swollen sex lips. He knew that he was in as
far as he could go.

Mary Ellen's heart was pounding in her chest as she turned the remote
control higher. She watched as Drew slowly pulled his penis from the
tight hole. She could see the little hole resist, almost turning
inside out. When only the head was inside, he pushed forward again,
bringing a groan of pleasure from both him and Dana. He did it again
and again until, soon, he was moving slowly in and out at a steady
tempo.

Dana's fingers gripped the sheet as her husband began to move faster.
The expression of pleasure on her face matched his now. She pressed
her ass back at him to take him deeper with each thrust. Within
seconds she was no longer concerned with Mary Ellen... she only wanted
the large shaft to ravage her ass.

The bedsprings began to creek as the two thrashed on the bed like dogs
in heat.

Mary Ellen was mesmerized as she watched the point where Dana's
sphincter stretched to accommodate her husband. The round hole seemed
impossibly stretched and the little wrinkles had turned into smooth
flesh. Suddenly, a loud moan brought her back to reality.

"Oh God, I'm going to cum," Drew hissed. The pleasure of her tight
hole was just too much for him.

"Yes, yes, yes! Cum in me! Cum in my assssss!!!" Dana screamed as she
neared her own climax.

Mary Ellen was nearing her peak as well. She watched in fascination as
Drew's balls began to tighten. Then she heard him groan and saw the
muscles between his balls and anus began to spasm and throb. Suddenly,
she knew that he was cumming. Her own ass pulsed as a strong climax
overtook her. She pressed her ass down in the chair, forcing the dildo
as deeply as it would go, and turned the remote to the highest level.
"Oh Jesus!!!" she groaned.

As soon as Dana felt Drew's penis hit bottom and begin to pulse, her
own climax began. Her anal walls collapsed around the squirting shaft,
literally sucking his cum into her willing hole. It was almost as if
she could feel his juice scalding the walls of her tunnel as it hurled
from the swollen head.

Mary Ellen fought to keep her eyes open as pleasure consumed her. Deep
inside her mind she felt a moment of regret; she desperately wanted to
feel what Dana was feeling right now; she wanted to feel a throbbing
penis filling her with cream, instead of the cold rubber dildo.

Dana's hole was still throbbing on Drew's shaft when his balls were
empty. It felt to him like she had sucked every ounce of his juice
from his body. He held his position over her until, finally, his penis
began to wilt and slowly slipped from the clinching hole. He collapsed
onto the bed with a loud moan.

The woman in the chair was approaching another climax as she watched
Drew's penis slip from Dana's ass. The sight of the older woman's
stretched anus with cum dripping out took her over the top again. Her
eyes hooded over as she watched a dribble of cream run out and down
her swollen sex lips before falling to the bed. Soon, Mary Ellen's
groans of pleasure turned into little whimpers and her body continued
to jerk as if she were having a seizure.

Finally, the room was silent but for the still heavy breathing of all
three of them.

Drew was gasping for breath as Dana lay on her stomach next to him
squirming on the destroyed bed sheets. Mary Ellen was slumped on the
chair with her legs spread carelessly and her robe half off her body
baring her breasts. Her eyes were closed as she sucked air into her
lungs through her mouth. A little moan escaped her lips as she found
the remote control and turned off the vibrator.

Chapter 13

It was some time later when Drew quietly got off the bed and went into
the bathroom for a shower. He took one last look at the two exhausted
women and sighed before he closed the door.

When Dana could finally open her eyes, she saw Mary Ellen at the foot
of the bed looking lonely. She smiled at her and opened her arms.

Mary Ellen hesitated for just a second before she crawled onto the bed
with her friend.

"Here, let's take this off," Dana said as she helped the younger woman
take off her bathrobe. When she was naked, she pulled the slightly
tense women into her arms. A comfortable sigh escaped her lips as
their bare bodies touched.

After the initial shock of the feel of her naked body pressing to
another woman for the first time, Mary Ellen relaxed and snuggled into
her friend's arms.

"So was it what you expected?" Dana whispered.

"It was... it was so much more." Mary Ellen's face flushed at the
memory of watching the large penis slip into Dana's little hole.

"Was yours as good as mine?"

"I don't know, but after the third one I thought I was going to die,"
Mary Ellen giggled, her face buried shyly in Dana's shoulder.

Dana turned her friend's face toward her and looked into her still
lust filled eyes. "I'm glad." Slowly her lips descended until she
touched Mary Ellen's. She felt her tense and resist for a second until
a moan escaped her lips and she relaxed, opening her mouth to let her
tongue inside.

The kiss went on for a long time before they parted breathlessly. 

Dana slowly brought her hand up and cupped one of Mary Ellen's soft
breasts. She began to knead the flesh idly as she asked, "So do you
want to go any further?"

The room grew silent as Dana ran a fingernail around one of Mary
Ellen's suddenly hard nipples. She saw goose bumps appear on her white
skin.

"I... uh... I... don't know. Uh... did it hurt?"

"No, not at all. He stretches me so good."

"Drew's penis looks so big next to... to your little hole."

"Don't worry, it's very flexible," Dana laughed.

Over the years Mary Ellen had used a variety of instruments to
pleasure herself anally. However, she had always been in control of
how fast and how deep they went. She saw how violently Drew had thrust
into Dana's ass as his excitement grew and worried that it might hurt.
Still, the desire to have anal sex was overpowering. "I want to... to
know what it feels like to have... have a cock cum in my ass," Mary
Ellen blurted.

"I can tell you that it's a wonderful feeling and that's there's
nothing quite like it. And..." Dana started and paused with a blush,
"And I love to feel Drew's cum dripping out for hours." She felt Mary
Ellen tremble in her arms.

"Do... do you think... uh... that Drew could get it up... you know...
get it hard again?"

Dana felt a thrill of excitement at the woman's words. "Yes, I'm
positive, especially if we gave him a little encouragement."

Mary Ellen started to ask what she meant by "a little encouragement"
but stopped when Dana began to kiss down her neck. She was suddenly
tense as the woman gently kissed across her neck and to the swell of
her breast. "Dana... what are... are you doing?" She knew perfectly
well what Dana was doing. She held her breath as Dana's lips moved
slowly across the soft white flesh toward her nipple. "Oh Jesus," she
moaned when her tongue found the hard nub.

Dana smiled at her friend's moan and opened her mouth to suck the
nipple inside. She had never done anything like this in her life. But
somehow, at the moment, it seemed so right. As she sucked one nipple,
her hand came up to caress the other breast. When she felt Mary Ellen
begin to squirm under her she pulled away and quickly straddled her
waist. She looked down at the surprised woman for a second before she
dropped her head and began to suck on her breasts again. She squeezed
the two together and moved her mouth from one wet nipple to the other,
her salvia running into the space between them.

"Dana, Dana, Dana," Mary Ellen moaned as she closed her eyes in
pleasure.

When both breasts were covered in her saliva she began to kiss lower.
Her lips slowly traced a wet path down to her stomach, stopping to
worry her ticklish bellybutton.

Suddenly, Mary Ellen realized where her friend was heading. Her hands
reached out to grasp her head. However, for some reason she didn't
have the strength to stop her. Her fingers entwined in her hair and
followed her head lower. When Dana's tongue licked the little patch of
pubic hair, she lifted her hips and moaned. Unconsciously, her fingers
began to push her head lower.

Dana would have smiled but she was suddenly too excited. In all her
life she never imagined that she would be doing what she was about to
do. Her lips moved lower and she felt Mary Ellen open her legs to give
her room. On her knees now, her tongue moved through the soft pubic
hair until it reached the top of the now squirming woman's vagina.
With a guttural like moan she moved her mouth down.

"Oh Jesssssuusss!!!" Mary Ellen screamed when she felt her swollen
lips being parted by the searching tongue.

"Mmmmm!!!" Dana moaned as her tongue found the sweet bubbling juice
between her lips. Her head was spinning from the naughty excitement of
what she was doing. The smell and taste of the excited woman consumed
her senses. Suddenly she wondered why she hadn't done this before as
her mouth was filled with the sweet taste of the younger woman.

As Dana's mouth worked on her swollen lips, her chin touched
something. She pulled back briefly and saw something between the
woman's cheeks. However, before she could investigate, Mary Ellen
pulled her head tightly to her groin. Dana knew what she wanted and
she began to suck her hole.

"Oh! Oh! Ohhhhh!" Mary Ellen moaned as she pushed the head tightly
between her legs. She raised her legs and wrapped them around Dana's
neck, her heels digging into her upper back. Suddenly, she was
climaxing again.

It was difficult for Dana to hold the thrashing woman on the bed as
her hips bucked and her thighs twisted her head. However, she held on,
sucking and chewing the swollen flesh like a mad woman now. It took
quite some time before she felt the hands in her hair, and the thighs
pressed to her face release her.

As soon as Mary Ellen began to relax, Dana pushed the surprised
woman's legs upward until they were pressed to her breasts. She looked
down and almost gasped when she saw the flange of the dildo that was
still in Mary Ellen's rectum.

Suddenly, Mary Ellen realized that she still had the dildo up her and
groaned with mortification.

"What's this?" Dana asked as she reached down and touched the
vibrator.

Mary Ellen groaned again and turned her head away. "It's... it's a
little remote controlled toy. I... I didn't expect... anyone to see
it."

"Very cute," Dana said with a broad smile. "Where's the remote?"

"In... in my robe."

Dana reached over and pulled the remote control device from the pocket
of her bathrobe. She held it up and studied the little device. Then
she pressed the "on" button. A devilish smile came to her face.

"Oh Jesus Dana," Mary Ellen groaned when the vibrator came to life in
her ass.

Dana's smile broadened and she turned the speed up and watched the
woman squirm. And, just like Drew had done the day before, she began
to move the speed control higher and then lower, watching her friend's
frantic movements. Then she reached down and placed her middle finger
at the entrance to Mary Ellen's vagina. With a little push she buried
her finger deep.

"Dana please," Mary Ellen hissed as she felt the woman's finger moving
inside her.

Dana turned the vibrator up another notch. "Oh wow!!!" Dana said when
she felt the vibrations through the thin wall separating her vagina
from anus. She began to move the finger in and out and watched Mary
Ellen's excitement grow. Finally, she turned it off and said, "We'll
have to explore that some other time. I have other plans for your
little hole now."

Mary Ellen almost sighed in relief but then she realized what Dana had
said and her eyes opened wide.

With that Dana reached down and gently pulled the long penis-like
object from her clenching hole.

Mary Ellen groaned as the device slipped from her anus, leaving her
suddenly feeling very empty.

The length and width of the dildo surprised Dana. If she can take this
up her ass, she won't have any problem with Drew, she thought. Then
she tossed the dildo aside and pushed her legs back to her chest
again. Her mouth dropped to begin to kiss down her swollen vaginal
lips again.

"Dannnnnaaaa!!!" Mary Ellen moaned as she started to suck her again.

Slowly Dana moved her tongue from the clenching hole of her vagina and
moved lower. Her own heart was pounding in her chest at the thought of
what she was about to do. It never occurred to her to try something
like this, at least not to another woman. Her tongue slipped across
the tiny sheath of skin separating her vagina from her anus.

"Nooooo Dana!!!" Mary Ellen gasped but she didn't push her away.
Instead her hands went back to the pretty woman's head and her fingers
dug into her scalp. She felt Dana's tongue as it began to circle her
stretched hole and she gasped for breath.

With a push, Dana's tongue penetrated her anus and slipped inside Mary
Ellen's clenching asshole.

"Ahhhhheeeee!!!" Mary Ellen screamed and began to tremble in climax.

Dana would have smiled but her mouth and tongue were busy. She kept
working on the tiny hole until Mary Ellen pushed her head away. She
smiled up at the exhausted woman and saw her open her arms. As soon as
she was over her, their lips met.

Chapter 14

It was several minutes later when Mary Ellen began to stir. She sat up
and looked lovingly down at her friend. Suddenly, she bent her head
and licked one of Dana's nipples playfully.

Dana moaned and looked at her now smiling friend. She reached up and
pulled her head down to her breast again, almost smothering her in her
flesh.

Mary Ellen went willingly, allowing the older woman to direct her
mouth across her heaving breast. Her heart was pounding as she suckled
on another woman's breast for the first time in her life. She licked
it and used her tongue like she loved to have done to her. Soon she
moved to the other breast and did the same thing. Dana's moans
encouraged her and she began to kiss down the slope of her breast to
her stomach.

"Mary Ellen," Dana hissed, "You don't have to... to..." but her
comment was interrupted when the woman began to kiss lower. She gasped
as Mary Ellen's tongue slipped across her lower stomach and stopped at
the top of her sex. Dana held her breath.

The younger woman hesitated. She knew she wanted to do this, yet she
was worried that she wouldn't know what to do. She gathered up her
courage and began to move again. Slowly, her tongue tickled ever lower
until it found the swollen clit between the soft folds of skin.

"Ahhhhh!!!" Dana groaned and bucked her hips upward. 

Mary Ellen pulled away as if she were surprised at the older woman's
reaction. She thought for a second that she had hurt her. However when
she saw the pleasure on her face, she smiled and lowered her head
again. A second later her tongue slipped between the swollen lips and
into her warm and very wet cavern.

At that moment, Drew stepped out of the bathroom drying his hair, with
a towel wrapped around his waist. He half-expected Mary Ellen to be
gone. Instead, what greeted his eyes was Mary Ellen's head buried
between the legs of his moaning wife. He froze and stared in
amazement, his penis quickly began to tent his towel. Excitedly he
moved over and sat in the same chair that Mary Ellen had used. He
opened the towel around his waist and grasped his throbbing organ. A
big smile covered his face as he watched the two women squirm on the
bed.

Mary Ellen lost herself in the pleasurable task of licking Dana's
little hole. She hadn't heard Drew come in because of Dana's screams.

Dana opened her eyes and saw her husband. "Wait Mary Ellen," she said
to the surprised woman. "Get on your back."

In a daze, and without looking around, Mary Ellen went to her back
with her head toward the foot of the bed. A second later Dana was
straddling her face.

Drew masturbated slowly as he watched his wife squat over the woman
below. She was facing away from him but turned and smiled over her
shoulder as she lowered her crotch.

Both women moaned as Dana sat her saturated vagina on the prone
woman's willing face. The juice streaming from her hole deluged Mary
Ellen's mouth. She swallowed and pressed her tongue in for more.

With a groan, Dana went to her hands so that she was in the "69"
position with Mary Ellen. Her head immediately went between her legs.

"Oh Goddddd!!!" Mary Ellen groaned as she felt a mouth on her swollen
sex again. She closed her eyes and sighed then went back to licking
the vagina above her mouth. Suddenly, she felt something drip on her
nose. She opened her eyes and gasped. Drew's cum was running out of
her still stretched rear hole. Without thinking twice, she moved her
lips higher until her tongue touched the skin between her vagina and
anus. She licked upward, gathering up the running sperm.

"Jesusssss!!!" Dana screamed when she felt the tongue touch her now
pulsing sphincter. Suddenly it was sliding inside and she lost
control, her body shaking with a tremendous climax. Her arms and legs
shook, barely able to hold her above her lover.

Mary Ellen had surprised even herself with her nasty act. However, it
had excited her beyond belief. As she continued to lick the little
hole, she saw movement above her. Her eyes opened wide when she
realized that Drew was standing at the foot of the bed. His penis was
rock hard and suddenly just above her face. She dropped her head to
the bed and watched as he brought the swollen head to Dana's vagina.
Everyone gasped as the shaft began to disappear inside the willing
hole.

The position that Mary Ellen was in gave her an unobstructed view of
Drew's penis as it separated the lips of Dana's vagina. The sight
fascinated her. She watched as he began to saw it in and out, his
balls inches above her face. She could see Dana's thick juice begin to
coat the shaft. With a little whimper she stuck out her tongue and
began to lick Drew's testicles.

"Oh God," Drew moaned. 

When Drew groaned, Dana turned her head and saw the look of pleasure
on his face. She smiled at him and said, "Mary Ellen has decided that
she wants to feel you in her ass."

Drew's eyes opened wide in shock. "Really?" he gasped.
Unceremoniously, he pulled his penis from Dana's hole and looked down
at the blushing woman. "Are you sure?" he asked.

"Yes!" she whispered, her face as red as a beet. 

Quickly, before she could change her mind, Drew pulled away and let
her get up. Dana helped the trembling woman get onto her hands and
knees. Then, she knelt beside her husband and reached for his
throbbing penis. "Let me get him wet," she said and bent to take his
penis into her mouth.

Drew moaned and looked at Mary Ellen. He saw her head turned and that
she was watching Dana with a combination of fear and excitement on her
face. He also had his reservations about putting his large tool into
her virgin ass. However, a team of wild horses couldn't stop him now.

"That should do it," Dana said when she pulled her mouth from Drew's
now dripping penis. Then she pushed his penis down until it was at the
entrance to Mary Ellen's little hole.

The room suddenly became deadly quiet as all three of them held their
breath.

Dana positioned the head on the tiny rose. 

Drew fought to keep from forcing his penis into the now trembling
woman. He waited and allowed Dana to push the head forward. With a
little help from him, the swollen head opened the sphincter and
slipped inside.

"Oh my Goddddd!!!" Mary Ellen screamed when she felt a real penis in
her ass for the first time in her life. She tried desperately to hold
still but her hips began to move. She wanted more.

Slowly Drew pressed forward, letting his wife's hand continue to guide
him. He watched in fascination as his shaft began to disappear. He had
done this many times with Dana and it was always incredibly exciting,
yet this was different; this was a virgin under him. His own legs
began to tremble with excitement and his heart pounded in his chest as
he watched inch after inch of his long shaft disappear.

Mary Ellen couldn't catch her breath. Her head was spinning wildly.
She could feel every inch of Drew's fat shaft as it stretched her and
slipped ever deeper. It felt so different from the hard plastic or the
impersonal rubber dildos she had used for years. This was a real
penis, she told herself.

When only her hand was between Mary Ellen and Drew, Dana let go of his
penis.

A grunt came from Mary Ellen's lips as she hunched her hips back at
him, taking the remaining two inches. Suddenly, she felt his balls
touch her vagina. She had all of him.

"Oh my," Dana moaned when she looked down at the incredible sight. Not
a fraction of Drew's penis could be seen.

It took incredible willpower for the man not to begin to pound into
the tight hole. He waited patiently as the tiny hole of the woman
below him adjusted to his width and length. It felt as though his
penis was enclosed in a slick, wet glove; one that was molded to his
penis like it had been made for him alone. It was tight, yet supple,
massaging every inch of his shaft.

Suddenly, Mary Ellen went crazy. "Fuck me! Fuck my ass!" she screamed.
Her hips pressed back and her hands reached for Drew's thighs as she
pulled him into her. It was like nothing she had ever felt before.
Yes, she had had plenty of vibrators up her ass but nothing quite this
long and certainly not warm and pulsing like this. The experience was
beyond her wildest dream.

Drew began to move slowly at first, taking his time in order not to
hurt her. However, gradually he realized that she was more than ready
for him. He moved faster as the hole opened and literally sucked him
inside. Soon, he was pounding into her, his hips a blur.

"Yes, yes, yes, oh God yes!" Mary Ellen screamed as electric pulses of
pleasure rippled up and down her spine. Within seconds she was
climaxing wildly for what must have been the tenth time that
afternoon.

Drew continued to pound into her as he and Dana watched Mary Ellen
climax over and over. As soon as one would end, another would start.

Dana reached between her own legs and began to play with her swollen
sex lips as she watched the younger woman convulse in pleasure.

When Mary Ellen's legs started to give out, Drew moved to his side,
taking her with him, his penis never leaving her still clenching ass.
He kept turning until he was on his back and Mary Ellen was sitting on
him. There was an almost crazed look on her face and her eyes glowing
with lust as she immediately began to move up and down on his shaft,
hardly missing a beat in the transition. This position forced Drew's
penis even deeper into her. She began to lift up until almost his
entire penis was out of her and then fall back down hard. "Fuck me!
Fuck me! Fuck me!" she screamed incoherently as her thighs slapped on
his.

The two continued to ravish each other as Dana watched in amazement. 

Finally, Drew couldn't take anymore. "Oh God, I'm going to cum," he
warned.

"Yes, yes, yes, cum in my assssss!!!" Mary Ellen screamed. Suddenly
she felt the penis in her ass push as deep as it would go. She thought
she could actually feel the head expand. Then there was soothing
warmth deep in her bowels as Drew sent his sperm deep into her ass.

It felt to Drew like his head was going to explode. His balls pulled
up into his body as he released everything he had into her warm
cavern.

As the two lovers climaxed, Dana's fingers brought her to a climax as
well. She watched the two of them collapse on the bed and she quickly
followed, leaving all of them entwined on the bed in exhaustion.

Epilog

Some time later Mary Ellen and Dana slipped out of bed. They stopped
at the door and looked back. Drew was sprawled on the bed asleep. His
legs were spread and his now soft penis was dribbling a trickle of cum
on his thigh. The women looked at each other and smiled as they left
the room.

Dana remained naked and Mary Ellen put on her robe as they stood
talking quietly at the kitchen door.

"So, are you satisfied? I mean was it as good as you imagined?" Dana
asked hopefully.

"It was better than anything I have ever experienced," Mary Ellen
responded. Then she whispered, "Thank you! I would have never known
that pleasure if you hadn't almost dragged me."

"My pleasure," Dana said as she pulled the younger woman into her
arms. Their lips met in a tender and emotional kiss. When they pulled
away, Dana had a troubled look on her face.

"What's the matter?"

"Nothing, I was just wondering where we go from here?"

"Well, I have a lot of thinking to do," Mary Ellen answered. She
paused as she looked into Dana's eyes. "I know I love Richard and I'm
pretty sure he loves me. I think I owe it to our marriage and the kids
to try harder to work out our differences."

"Oh," Dana said in a disappointed tone. She was immediately sorry. She
only wished the best for Mary Ellen, yet she couldn't deny a feeling
of pending loss.

"Richard and I are going to have a long talk tonight. If he won't
talk, I'm going to drag him to a counselor. One way or another we are
going to work out our differences with his work hours and sex."

"I'm happy for you and you know I only want the best for you," Dana
said as a little tear forced its way from her eye.

Mary Ellen smiled and said, "Regardless of what we work out, I know
that I can never go back. Would... would you mind if I stop by from
time to time... you know... in more than a... a neighborly way?"

Dana didn't understand and looked back at her curiously.

"That's only if you don't mind sharing Drew." 

Suddenly Dana's face brightened. She almost yelped and hugged the
surprised woman. "Anytime you want," she said excitedly.

"Watch out, or I might start sneaking over when you're away." They
both laughed.

The two women parted after an emotional final kiss. As Mary Ellen
walked across the backyard, she felt a trickle of Drew's sperm begin
to dribble from her little hole and a shiver of pleasure ran through
her. No, she could never go back, she thought and squeezed her cheeks
together.

The End

-- 
Pursuant to the Berne Convention, this work is copyright with all rights
reserved by its author unless explicitly indicated.
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