Friends of ours, Albert and Anita, had an unexpected errand to run that required traveling to a city 400 miles from our town. My wife, Michelle, and I talked with Albert and Anita about taking trips to the major cities in our area since we always have fun when we're together.

They asked us if we would like to join them on this trip, explaining that it was unplanned, and they couldn't afford to do more than get there and head home. We had no actual plans for the weekend, so we agreed to go.

Anita warned us that she couldn't guarantee we'd have a bed at the motel where she had made reservations. We told her that we would bring our sleeping bags and that floor space in their room suited our budget better anyway.

Time spent with Albert and Anita is always charged with sexual energy as we trade erotic banter almost continually. Only the fact that there isn't mutual physical attraction among the four of us has kept us out of the same bed.

However, eight hours on the road with sex as the main topic had us all very aroused. Drinks over dinner enhanced this mood.

The motel was cheap. The king-size bed left just enough room for the small single trundle bed the staff rolled in. Michelle decided she would be happier in a sleeping bag on the floor, allowing me to have the trundle bed.

We set the trundle up beside the main bed, and Michelle made her bed on the only floor space left, at the foot of the other beds.

We prepared for sleep. It turns out we all prefer to sleep in the nude at home but brought something to wear for this trip. Both Albert and I had loose-fitting shorts. Michelle had a long white satin tee shirt trimmed in purple leaves.

Anita came out of the bathroom in a small white silk blouse and matching tap (very short) shorts. This sheer outfit clearly showed her well-formed breasts and lace panties underneath it.

We settled in to watch TV, all hoping for adult movies. Unfortunately, the only cable station this motel offered had the adult movie scheduled for much later. No other program seemed to hold our interest. Michelle and Albert were dozing off, so we decided to turn off the TV and call it a night.

We got quite a surprise when Albert turned off the lights. The curtains were thin and did nothing to stop the light from streaming in. A large yellow security lamp outside our picture window ensured we knew just how thin the curtains were.

I could easily see Albert snuggling up to Anita on the bed next to me. Michelle quickly fell asleep in the shadows on the floor. That left me feeling horny and alone.

Anita and Albert are a very tactile couple and like to sleep wrapped around each other. On the hottest night, they still prefer to maintain body contact until they rise. Albert had also boasted to me that he fucks Anita at least once a day.

I was hoping they would try a quiet coupling that I could watch and get off on. I arranged my pillows to give me a good view but hide my face from them. All seemed to be going well. Anita was facing me, and Albert had settled in behind her with his hand on her breast, then he started to snore.

I couldn't get comfortable after that. My shorts became unbearable, and I removed them. I tried my favorite position, cock in hand, but I wouldn't sleep. I then realized that I heard the same restless tossing from Anita. So I resumed my watching position.

Anita had pushed the covers down to her waist. She was lying on her side, facing me. I could see her hard nipples tracing lines in her silky blouse as they lifted, rose, and fell.

I started to run my fingertips across my stiffening cock. As I watched, I saw that Anita was gently squeezing and releasing her breasts with her arms. It was very subtle, and I wasn't sure if it was deliberate. I was afraid to look at her face for confirmation. If she acted because she thought I was asleep, I certainly didn't want to interrupt her.

I recalled a story Albert told of the time he and Anita visited an X-rated movie theater. After they had been there some time, she spotted a man several rows ahead of them involved in some activity she couldn't quite see.

She asked Albert what was going on. Albert took one look and insisted they leave right then. As she got up to leave, she saw the man had his cock in his hand, all 12+ inches of it, and he was taking long leisurely strokes on it.

As they entered the central aisle to leave, the man turned to look with a big smile on his face, proud of what he had in his hand. Whenever they tell this story, Anita's eyes always glaze over with excitement.

With this in mind, and my heart pounding in my chest, I started exaggerating my stroking to clarify what I was doing under my covers. I was still playing possum, pretending my actions were independent of anything Anita was doing.

I used long slow strokes. I was encouraged when she started rubbing the area just under her breasts. This wasn't the unconscious movements of a sleeping person but the deliberate self-stimulation of a horny woman.

I still was unsure of this game. True, the exhibitionist in me wanted her to watch me beat off. The voyeur in me wanted to watch her stroke to climax. What if I was wrong, and she was acting privately, believing we were all sleeping. I could ruin our friendship if I acted too boldly.

I wanted further proof we were interacting. I faked a stretch that caused my blanket to fall off the bed and left my sheet at my waist. My face was still hidden from Anita's. I felt as nervous as the first time I ever got laid. I swallowed so loudly I thought it could be heard in the next room.

I slowly ran my hand up from my cock to my chest. I began squeezing my chest and pinching my nipple. Anita's rubbing had pushed her blouse up, exposing her midriff. Emitting a soft sigh, she ran her hand up over her blouse to squeeze her breast and pinch her nipple. My heart skipped a beat, my pulse raced, and my cock throbbed. I had no doubts now. We were going to masturbate for each other while our spouses slept.

I alternated between my nipples and my cock, teasing each with light slow caresses. Anita's hand was roaming all over her body with the same soft caresses. She was also pushing her sheet clear of her body.

Taking the hint, I moved my sheet down a little with each pass of my hand. It took many tries before my cock was fully exposed to Anita's view. Finally, I grabbed it at the base and displayed it for her inspection. At a snail's pace, I milked my cock with long tight strokes. Then, pointing and thrusting straight at Anita, I gave her a view of how my cock would look if seen from inside her pussy.

She started thrusting her hips in unison and disturbed her husband. We both covered up instantly. Albert rolled over and wrapped his arm around Anita. He must have sensed her arousal because his hand found its way into her crotch, and he began fingering her. Anita withered and panted in response.

I had mixed emotions over this turn in events, disappointment at being interrupted, glad that I could now watch them, satisfied knowing I had brought her to such heights of arousal with my performance.

Knowing I was watching seemed to increase Anita's pleasure. I wondered if she might tell her lover so that they both could enjoy the feeling and perform for me. Instead, she chose to keep it private and secret and was soon shuddering in orgasm.

Anita settled in to reciprocate, stroking Albert's cock while slipping a bare thigh free of the covers on my side to keep my interest, a signal that I wasn't forgotten. Albert didn't seem to be responding, no doubt worn down from doing all the driving, and was soon snoring again.

I figured that was all the activity for the evening and curled up to try and sleep. I kept half an eye on Anita in case I was wrong.

Anita played a waiting game. She used subtle movements over a long time to get back in position on her side facing me and with her sheet pulled free of her body. She seemed very intent on not disturbing her husband again but determined to watch me masturbate.

We were now making eye contact. Anita signaled her readiness and encouraged me to begin by reaching under her blouse and squeezing her breast. I again pushed the sheet clear of my hard-on and started a gentle teasing.

I coaxed a drop of pre-cum to the tip, scooped it up on my finger, and brought it to my lips. Anita's mouth parted, and her tongue slipped out in a copy of my tasting motion.

I licked my palm for lubrication and began a slow but steady rubbing of my swollen head. Anita brought a finger to her mouth to lick and suck, letting me know just what she desired. I arched my back and moaned in silence over the feel of my hand and her watching eyes.

Sheets flew as we were interrupted again. I could see her disappointment as she found herself once again wrapped around Albert. So it went for seven hours. Each time we were interrupted, I would resign myself that it was over for the night. I truly underestimated her desire to watch me. No matter how long it took or how much she had seen before, Anita would work into position and encourage me to begin again. I have a lasting memory of her gray eyes, half-open and shining with desire as she watched me through the night.

At five in the morning, we were able to complete our game. All of us had been up to visit the bathroom, and my watch alarm had gone off, unintentionally, at 4:45. I thought the night over.

I was astonished when the other two fell into a sound sleep again, and Anita began to unbutton her blouse. She exposed her breasts to me for the first time. She was pulling and pinching her nipples with great urgency.

I responded, stroking hard and steady. Everything was right. It felt so good. I was withering with the passion of the moment. I had no other thought than to shoot my load for Anita's eyes. I was so close, and then I had a mini orgasm. The kind where there is no ejaculation, the cock goes semi-hard, and the head gets super sensitive.

I needed to begin again if I was to build to a second and full orgasm. Anita seemed to sense my need and increased her visual stimuli by pulling her shorts up by the cuff to expose her mound as she stroked it.

It had the desired effect on me, and I was able to resume my stroking. In no time, I was building toward another, more powerful release. Again, Anita's eyes took in the entire scene, wandering from my straining cock, across my heaving chest, and up to my tensed face with my own watching eyes.

Then it happened. My body froze as my cock fired jets of cum. They hit the mattress with solid thumps.

Anita was thrilled. Her eyes sparkled. As I came down from the heights of passion, I snuggled into my blankets to enjoy the great afterglow.

I watched as Anita returned the favor. She rolled onto her back and used both hands to rub her exposed breasts. She ran her hands down her body to her thighs and back up and under her shorts to give me peeks at her ass and pussy.

She kept glancing over at me to ensure I was still watching. I responded with my body each time she pulled at a nipple or ran fingers over her clit. Soon she had both hands working her pussy as she climbed to her release.

Anita rolled onto her stomach, trapping an arm under her, with the hand tucked between her legs. With her eyes locked on mine, she came quietly. We both were able to fall asleep at that point.

It wasn't much longer after that trip that the four of us did end up in bed together.