'I wouldn't know,' said Carol, blushing furiously 'I'm still a virgin!'

I looked at her in astonishment.

'Still a virgin? But you went out with Roger for five years. Didn't you ever do it?'

'Roger didn't believe in sex before marriage and, well, you know me. I'm too bloody self-conscious and nervous to say anything.' she replied, her cheeks turning scarlet.

Carol is my best friend. We met at University and we've been close ever since, to the point of taking jobs in the same company. She was the Maid of Honour at my wedding and will be godparent to my any offspring Danny and I produce. She has always had confidence issues though. She finds it difficult to speak to people she doesn't know and blushes easily. She also used to stutter but she had speech therapy at University that killed that.

She had met Roger at Uni and they had seemed to hit it off straight away. They liked the same classic music, read the same books and enjoyed the same movies. When we graduated Roger had got a job 30 miles away but they still saw each other on weekends, alternating between his house and the flat Carol shared with me. The relationship finally ground to a halt when Roger was offered a position abroad and Carol had been single ever since. I knew she found it virtually impossible to meet men and I had encouraged her to join a dating web site. This had been a disaster, none of the potential suitors were anything near compatible to her requirements and the subject had been dropped. Still, she had done well for herself and managed to buy a small flat when I married Danny. She lived there with her three cats and her large collection of classical music.

We got together a couple of times a week for lunch or to go see a movie. When Danny was away on business over the weekend, Carol would come over and keep me company. I suppose I always saw her as an older sister, even though I'm actually six months older than she is. Oh, a brief description… Carol is 5' 10", has dark blonde hair that falls to her shoulders. She has an enormous bust… 36f at one point… and is plump although the weight is carried well over her body. Danny always says that her legs are her best feature. They are long and shapely and she can walk well in heels. Sadly her confidence problems mean that she keeps them covered with long skirts or baggy trousers most of the time. In fact she wears baggy clothes all the time to hide her body. It seems Danny and I are the only people in the world she will relax in front of and actually wear shorts or a tee-shirt when it's hot.

So the conversation sort of died and I regretted bringing up the subject of sex with her.

'Sorry, I didn't mean to embarrass you.' I said after a minutes silence.

'Oh, it's OK. You know me. I get embarrassed every 30 seconds anyway so I would have gone red eventually!' she replied, smiling her gentle smile at me.

She continued 'I sort of wanted to sleep with Roger but his views were fairly strong. His idea of hot bedroom action was French kissing. Of course, we couldn't do this laying down, we had to sit up next to each other.'

'But you shared a bed with him didn't you?' I asked.

'No. He slept on the floor when he stayed at the flat and I had my own room at his house.' she confessed. 'He didn't even get undressed in front of me. He thought that men and women shouldn't see each other naked.'

'Wow, what a weirdo!' I said, regretting it immediately.

'Sorry, there was no need for that!' I said, hoping that she didn't think I thought she was a weirdo by association.

'Don't worry about it Vicky, he was a weirdo. I was glad when he moved away. I was really stuck in a rut with him.'

'So, did he put you off men. I can assure you most men are not like that at all!' I said, thinking of all the sexual partners I had had in my past. 'In fact, I can say that he was probably unique amongst men!'

'I know. And I would like to try sex but I get so nervous I almost vomit when I'm with a man, even if it's just going out for a meal. It's the thought that I'm there with the purpose of finding out if the guy is suitable to go to bed with. I can only relax with men I know are taken… like Danny. I'm fine around him.' She said.

I thought about it for a while and realised that Danny was the only man I had ever seen Carol talk to normally… no embarrassment, no blushes. Well, no more than usual for Carol and no awkward silences from her. The conversation rolled on and we drank more wine. At 10pm I realised that we had finished off the best part of 3 bottles of Chardonney between us and I was pretty wrecked.

'Can I tell you something awful Vicky? Asked Carol

'Of course!' I responded.

'I sometimes wish that I could stop time for a day with Danny and myself outside. Then I could get him to fuck my brains out with no hurt to you!' she whispered.

I almost choked on my mouthful of wine. I had never heard Carol use a swear word stronger than bloody before now. I never thought I would hear her say fuck.

'Bloody hell Carol. How drunk are you?' I laughed but quickly stopped when an image of Danny fucking Carol while I watched sprang into my mind.

'Very. But I mean it. I really think he's the only guy I could get naked in front of without running away. Are you angry with me?' she finished.

I moved next to her and hugged her.

'Of course not. We're best friends, if we can't be honest with each other, who can we be honest to?' I whispered in her ear.

She hugged me back but said no more. We sipped our wine for a while, each lost in our thoughts.

'If Danny was willing, would you let me watch him take your virginity?' I asked, my stomach knotting up with excitement as I said the words.

'Yes.' she whispered after a minutes silence 'Anything to just get it over and done with!'

We said no more and headed for bed. As soon as I was in bed I began masturbating, imagining my husband's cock penetrating Carol for the first time and fucking her gently with his beautiful prick. I imagined Carol looking over to me and whispering thank you as she had her first orgasm. I fantasised watching him cum inside her then roll off, their bodies lightly covered with sweat as their breathing returned to normal, cum running down her thighs from her pussy. I called out when the first wave of orgasm hit me and had to stuff the duvet in my mouth so Carol didn't hear me. I went to sleep exhausted.

Next morning we were both nursing hangovers and Carol seemed very edgy. Finally I asked what was bothering her.

'About last night...' she started, blushing deeply.

'We were drunk. You didn't know what you were saying.' I said, tactfully.

'Well, I was drunk but I did know what I was saying. Vicky, would you let Danny take my virginity?' she stammered.

I didn't know what to think. The thought of Danny fucking Carol still turned me on and I knew Danny would be up for it...we had experimented with group sex at college and we were fine about sharing ourselves sexually. But this was Carol whom we both loved as a friend and was totally without sexual experience. I told Carol to wait in the kitchen and I rang Danny on his mobile.

'Good morning sweetheart.' he said on answering.

I got straight to the point and told him what Carol had asked for. He was quiet for a minute then said:

'If we are all happy, then I'll do it. Same rules apply as at college though... you have to be there and anyone can say stop it at any time.'

'OK, I said. I think we should do this. Carol seems to have got herself into a right state, it must have taken a lot for her to ask me in the first place.'

'Well, it will be different, I've never taken someone's virginity before. When do you want to do this? I'm back on Friday night but I'll be knackered then. Do you want to ask her if Saturday is OK? Shit, got to go love, give me a ring later!' and Danny put the phone down.

I walked back into the kitchen. Carol was sitting at the table crying slightly.

'Are you OK? I said, hugging her gently. 'Danny says that he will do it if I am present to watch, we are all happy about it and we agree that if any of us feel uncomfortable then we stop, no questions asked. I am happy and so is Danny.' I said gently.

Carol was quiet for several minutes then looked me in the eye and said thank you. I told her Danny had suggested next Saturday and she was fine with that. We dropped the subject then and carried on with our plans for the rest of the weekend. It wasn't until a particularly satisfying cybersex session with Danny on the Thursday evening that I began to get exited about watching him deflower Carol.

Saturday

I awoke in Danny's arms at 7am and we made love slowly and gently for an hour before getting up and doing our normal weekend chores Carol rang around 2pm sounding excited, scared and embarrassed at the same time.

'What should I wear?' she asked me.

'Whatever makes you comfortable.' I answered.

'I'll be uncomfortable no matter what I wear so I may as well wear what Danny likes.' she laughed.

'Well he thinks you have wonderful legs so wear something that will show them off… stockings, not tights. And hold ups if possible. Danny prefers them to suspenders.' I said.

I looked up to see Danny watching and listening to my conversation. He nodded and gave me the thumbs up. Carol asked my advice on several other things then hung up.

'She'll be here at 7pm.' I said.

'Cool. Just enough time for us to go back to bed.' whispered Danny, caressing my braless boobs through my tee shirt and making my nipples erect.

'Off me you dog. You have to save yourself for Carol' I laughed, wriggling out of his grasp.

7pm and I was sat in the living room with Danny. He was wearing a pair of chinos and a white shirt. I had on a long black dress that clung to my body. Danny is 6' tall, broad and well muscled. He has blonde hair, wears a goatee beard and has lots of body hair... a real Viking look! I am 5' 1", and very slim. I have short ginger hair and freckles. Danny says I look Elfin which is his way of seeing I'm short and have more nipple than breast! I was really turned on and I could see that Danny was semi-erect already. Carol walked in around 7:20pm just as we were thinking she had lost her nerve but she had just had problems starting her temperamental car.

Carol was wearing a black wrap around skirt with a cream silk blouse. As she walked across the living room the skirt parted and she flashed her black stocking tops at us. I had seen her wear this skirt before and she usually used pins to keep it from opening and revealing her legs. She sat down and carefully covered her crossed legs with her skirt. She had chosen the single chair, leaving Danny and myself on the sofa. Danny poured us all wine and we chatted for a while. I had decided to let Danny flirt and see if Carol responded. If she didn't I was going to intervene and try and move things on. After the first bottle of wine she seemed to calm down and relax a little, even managing to laugh at Danny's odd stories.

We finished the bottle of wine and I had to go into the garage to get another.

I called in at the loo on the way past so I was gone for nearly five minutes. When I returned Carol was sat next to Danny. She was sat slightly twisted on the sofa so her crossed legs were pointing at him. She hadn't bothered pulling her skirt over her legs like she usually did and her skirt had fallen away from them revealing her long, shapely legs as far as her stocking tops. Danny was finishing some joke or other making her laugh. As he laughed with her he put his hand on her knee. I could almost see her leave the seat as she jumped at his touch. She quickly regained her composure and when he casually caressed her knee a second time she didn't react at all.

I filled their glasses and sat back in the chair to watch Danny flirting. His hand touched her knee more and more often until he finally left his hand there. Carol sank a little further back in the sofa, pushing her legs towards him as he began to lightly caress her knee and lower thigh. Danny's hand slowly moved further up Carol's thigh gently exploring higher and higher as he continued talking to us both. Carol was responding to the conversation less and less and I remembered my first fumbles with a boy and how nervous I'd been. Danny eventually got to the top of her stockings and his fingers caressed bare flesh. Carol sat upright and I thought she was going to run. Instead she leaned forward, offering her face to Danny. Danny got the hint and gently pressed his lips against hers. They kissed gently for a minute, then harder their mouths opening and their tongues exploring each other.

I watched them kiss, willing them on. Danny kept his right hand moving gently on Carol's upper thigh, caressing the white skin above her stockings. His other hand caressed her cheek and pushed through her hair pulling her face to his. Carol kept her hands in her lap, seemingly not knowing what to do with them. Her skirt had pulled all the way off her legs now and I could see her panties. I'd never thought about Carol in a sexual way before buy I began to imagine how her pussy would look and what she would taste like. I had been with women before in threesomes but wasn't into it that much. I'd done it mostly for Danny to watch. Now I was actively fantasising about my best friend while my husband kissed and caressed her.

Finally they broke for air and Carol sat back on the sofa. She was breathing heavily and her face was flushed red. Danny was smiling at me and I could see the bulge in his trousers. Danny's cock is fairly long… about 7" and really thick. I can only just get my little fingers around it when I wank him off and have a lot of trouble getting much of him in my little mouth. Luckily I have a long tongue to compensate!

'Wow!' said Carol eventually and got to her feet and headed for the bathroom.

As soon as she had left the room I jumped on Danny for a kiss of my own. His hands immediately ran up the backs of my legs, pushing my skirt up around my waist and fondled my bum. One long finger slid in under my thong to tease my pussy. I groaned into his mouth, wanting more, but pulled away as I heard the toilet flush upstairs. This was Carol's night, I would get my satisfaction later.

Carol looked more composed when she walked back into the room. She sat next to Danny again and let her long skirt fall away to reveal her long legs again. This time she didn't cross her legs but sat with her knees together. Danny reached for her again gently kissing her and running his hand up her thigh. His hand moved quickly this time, pushing the top of the skirt out of the way until he was caressing Carol from her knee all the way up her thigh to her panties. I could hear her moan gently and see her quiver slightly under his touch. Finally her hands touched my husband, rubbing his back and touching his face. I was getting frustrated watching them now, wishing I was watching a porn movie so I could skip forward.

As if reading my thoughts Danny's hand moved to Carols huge breasts, first cupping one then the other through her clothes. Carol moaned again, seemingly approving of Danny's actions. I watched dry mouthed as Danny slowly unbuttoned Carols blouse, starting from the top and working his way down. When he reached the last button he pulled back from Carol and looked at her bra-clad breasts. Carol lay back on the sofa in front of him, her boobs going up and down as she breathed deeply. She looked like she was ready to explode!

Danny slowly unbuttoned his shirt, finally pulling it out of his trousers and dropping it to the floor. Carol blushed again and seemed unsure what to do next. Danny took her hands and placed them palm down on his chest. Carol slowly caressed him, running her fingers through his chest hair. Danny stopped her for a moment and removed her blouse then pulled her tight to him, kissing her passionately. Carol rubbed his back, even going as far as reaching below his belt to squeeze the tops of his buttocks.

Again they parted and Danny stood up.

'Bedroom?' he asked.

Carol nodded, her cheeks blushing and Danny led her upstairs to our bedroom. I followed along behind, feeling like I was invisible and getting a real voyeuristic thrill at the thought. I took my time going upstairs, stopping to turn lights off and found them lying side by side on the bed kissing and rubbing each other's backs. The lighting was subdued, we had planned it earlier that day, but left plenty of light to see details. I sat down in an easy chair to one side of the bed and hitched my skirt up. The chair was in shadow compared to the bed, the idea was to make me disappear.

The kissing began to increase in intensity after a couple of minutes and Danny reached down and pulled Carols left leg up to him, pushing his right leg between her thighs. He pushed her skirt behind her and began running his hand up and down her thigh again. This time his hand occasionally ran over her panty clad bum. Carol was running her nails down his back, her breathing loud and heavy.

Danny pulled away after five minutes or so and began to unfasten his trousers. Carol lay on her back panting and watching him. I grinned to myself when I saw the dark patch on the thigh of Danny's pale Chinos. Danny pushed his trousers off and threw them onto the floor, his big prick straining at his Lycra trunks. He moved back to Carol and gently undid her skirt, pulling it out from under her and throwing it on the floor.

I suddenly realised just how much weight Carol had lost over the last couple of years. She still had a slightly rounded belly but nowhere near as big as it had been at college. Her legs and bum were nicely shaped through the use of the exercise bike she had bought last year. Her panties really did her justice. Silk French cut panties with lots of lace.

Danny moved over her, his right leg going back between her legs. They resumed their kissing urgently rubbing their hands up and down each other's back and buttocks. Danny deftly unfastened Carol's bra and pushed the straps off her back so his hands had an uninterrupted run. When they broke for air again Danny pulled Carol's bra straps off her shoulders and she moved her arms forward so it slipped off between them. Danny pushed her onto her back and gently took one huge nipple in his mouth. Carol moaned loudly as Danny sucked at her nipple and I watched her huge breasts quiver as she thrust her body against Danny urging him to suck harder.

I slowly pulled my dress up over my head and let it drop to one side of the chair. My own nipples were rock hard and standing out from my tiny breasts. I ran my hands over them, rubbing and pinching the nipples as I watched Danny suck Carol to what I later found out was a small orgasm.

Danny pulled off her after she had cum and let her calm down, gently kissing her face, neck and chest. Each kiss seemed to make her shiver slightly causing little bolts of excitement in my belly. Danny moved down the bed, pushing Carol flat on her back and gently pulled her panties off. Now she was naked except for her stockings. Her legs were parted slightly and I could see her pussy. Her pubic hair was fairly sparse and hardly covered her lips at all. Her clit hood was very prominent and her labia were full and swollen. Danny pulled his own shorts off causing his cock to spring out causing a gasp from Carol at the size of it. I pushed my thong off my body and lay back naked, spreading my legs and putting them on the arms of the chair.

Danny knelt between Carol's legs, gently parting them and placing her legs either side of his. He held his cock in one hand and slowly rubbed his cock head against her labia. Carol shuddered, her breathing laboured and her face flushed red.

'Are you ready?' He whispered.

Carol responded by nodding her head. Her arms were either side of her body and she looked really tense. Danny slowly and gently pushed forward, his cock sliding easily into Carol's wet pussy. Carol threw her head back and moaned loudly as he smoothly slid his cock into her virgin hole. He got about five inches in and stopped, letting her adjust to his size, whispering reassurance and running his hands over her body. I pushed two fingers into my own cunt and began to rub my clit.

Danny began fucking Carol, moving his cock in and out of her gently and slowly. Carol lay still at first but was moaning loudly. After a minute or so she began to move her hips in time with his thrusts. Her hands came up and began to explore Danny's body again. Danny grabbed her right leg and pulled it up so it her lower leg was wrapped around his back. This changed the angle of his cock and he went deeper into Carol. Carol shouted out and pulled Danny close to her, wrapping her other leg around him as he fucked her deeply. Danny leant over Carol and kissed her. She responded passionately pulling him closer and running her hands through his hair. Danny began fucking her harder, pulling his cock almost clear of her pussy before smoothly pushing it all the way in so his balls were pressing against her bum. Carol moaned and yelled aloud, encouraging him to fuck her. I moved my fingers inside my pussy and on my clit, keeping pace with their fucking. I could feel my climax starting and lost track of what they were doing for a while as my orgasm hit me. I shouted out and pushed myself deep in the chair.

I recovered my senses in time to see Danny thrust hard into Carol and hold himself in her. He grunted as he shot his cum deep inside her. Carol screamed and her limbs shuddered as she came. Danny kept his cock inside her, kissing and stroking her as she calmed down. I joined them on the bed, hugging them both and kissing Danny. Carol pulled me towards her, kissing me on the lips and thanking me. Danny's cock softened enough that it fell out of Carol and he rolled off her. Carol lay on her back breathing heavily causing her heavy breasts to wobble like jelly. I stroked her hair on one side as Danny kissed her gently from the other.

‘Thank you both.’ Carol whispered eventually.

‘You’re welcome!’ Danny and I said simultaneously making us all laugh.