It was Friday, July 4, 1997. Kelly and I had been invited to a surprise fortieth birthday party for a friend of ours. Cliff’s wife Shelly had been planning the party for several weeks and it was quite a shindig. Shelly had a great spread catered in. A co-worker of Cliff’s moonlighted as a bartender and he volunteered to bartend.

With a bartender, most of the twenty or so invitees were drinking his delicious (and strong) concoctions instead of slamming cans of beer. The net of it was that although the party began at seven by ten o’clock pretty much everyone was in the very, very happy zone.

We all had to arrive by seven as Shelly arrived with Cliff at seven-fifteen. "Surprise!" It was a pool party as their backyard was about three-fourths in-ground pool. It was quite hot and everyone was in their swimsuits when Cliff arrived. I could tell he enjoyed getting a big tit-smashing hug from Kelly, who was one of only three women in a bikini and certainly the best looking of the bunch.

Kelly and I were both thirty-seven. I was six-feet-four and about two-thirty. In my suit, I had standard white-boy issue equipment. Kelly was five-foot-two with long legs, a bubble butt, a huge 34F chest, and shoulder-length dishwater blonde hair. She had an open red rose tattooed on her pubic mound (which no one at the party had ever seen before) and a smoothly-shaved snatch.

It had been a warm summer and Kelly spent plenty of time sunbathing nude in our back yard. She looked amazing in her yellow bikini (and even better to me knowing there were no tan lines). It wasn’t anything obscene, but a bikini nonetheless on 34F boobs.

The group was just a bunch of normal Midwesterners from their mid-thirties through mid-forties, but they were a hell of a lot of fun. Everyone was joking, laughing and flirting from the get-go. About half of the women spent at least some time in the pool. Kelly spent the most time. Most of the guys were in and out of the pool between horsing around and getting drink refills.

Nearly every guy at the party found a way at some point to get their hands onto Kelly’s body. Mostly it was in the pool. It was probably because she wasn’t squealing and slapping hands like a few of the gals. If they wanted a grab or a squeeze, she let them. If their wives slapped them afterward, that was their problem!

Everyone had a big laugh when, in the pool, Kelly was hoisted onto Hank’s shoulders and was using foam-padded sticks to joust another woman on a guy’s shoulders. Between Hank having amazing balance and Kelly being competitive as shit, they beat all challengers by knocking the gals into the water. More than once, in the heat of hilarious battle, Kelly’s bikini top was pushed open and a boob or two flew out. All of the guys noticed and enjoyed it.

That fun ended when Kelly had knocked down all of the women willing to challenge her. We all went back to drinking. Later, after sunset, Hank drug Kelly back into the pool along with another buddy and his wife. Now, with just the pool lights and a few other lights on, Hank announced they were going to play the game “backward.” He and his buddy put Kelly and the other gal on their shoulders pussy-to-face. Now the battle was with the guys facing away from each other. Kelly had to tell Hank which way to move.

Folks were nearly pissing themselves laughing. Later, Kelly shared that after their first knockdown as she and Hank waited for the others to remount, Hank opened his mouth and was dragging his teeth across her twat through the crotch of her bikini. During their third time of waiting for the other team to remount Kelly pulled her bottoms aside baring her twat for Hank. Absolutely no one other than Hank could see what she’d done. He immediately buried his tongue inside her vagina. Kelly nearly had an orgasm and almost fell off of his shoulders.

Their distraction of a tongue in a pussy proved to be too much though and they finally lost a battle. The other team declared the game over as they were finally the winners. Kelly grabbed for Hank’s neck as she came up from under the water. Hank slipped a couple of fingers into her pussy as they made their way along the edge of the pool. He pounded her fast and discretely and got Kelly off before they walked up the steps to exit from the shallow end.

By then everyone was out of the pool grabbing more drinks and snacks. We were anticipating the big community fireworks. Launch time was around ten-thirty and we would have a decent view from their yard. When the five-minute “warning shot” was fired, Cliff turned off the power to their back yard. It was a new moon and the yard was quickly plunged into absolute blackness.

Cliff worked with some seriously wild guys. They had been characters all night and had the rest of us splitting our guts laughing for hours. As soon as the lights went off one of them screamed “skinny dipping!” and in moments a bunch of, assumedly naked, guys cannonballed into the pool.

Being half-loaded myself, the only reasonable thing to do was strip and jump in, so I did. Cliff followed and by the time the fireworks started, all of the guys were naked and in the pool. In between oohing and aahing at the fireworks, Cliff’s crazy co-workers were trying to convince all of the women to join us. You already know who was the first to walk over to the pool.

The thing is, Kelly did know plenty of these folks and had told me prior that she didn’t want to get too crazy in front of them. But… Kelly was pretty juiced up and the men were naked. Kelly was able to convince Shelly to be a good sport for Cliff and join her. Shelly announced “only as long as the lights stay off” and she and Kelly got naked and jumped in. Soon enough two other women joined us. Within a few minutes after that, everyone was naked and in the pool.

Cliff and I were hanging around Shelly. She’s typically a bit of a prude but she was also drunk and she was grabbing our cocks as much as we were grabbing her tits and ass. She pulled me in and whispered, “Are you really shaved?” I grabbed one of her hands and rubbed it all over my balls and groin, giving her a clear answer. It was too dark to see, but Shelly’s nipples were big and hard and seemed to enjoy our attention. The fireworks were still going through, and that was drawing our attention.

Everyone in the pool was very quiet except for the now less frequent exclamations at the fireworks. In fact, I thought I could hear Kelly’s voice at the other corner of the pool. It seemed to my highly trained ears that her ooh’s and aah’s had a bit of extra moan added to them.

Kelly shared later that as soon as she jumped in the water, the three ringleaders corralled her in the corner of the deep end and had their hands all over her. Getting zero resistance from Kelly, soon she was French kissing each of them as six hands fondled, groped and penetrated her. Her knees were pulled apart and twice a guy swallowed her orgasms while they kissed deeply as the other guys fingered her clit and vagina.

Kelly’s hands were bouncing from cock to cock as she stroked all three of them. The guy she was kissing the most was the guy doing most of the work holding her up. His cock was in the best position for service. They had been playing for maybe fifteen minutes when he broke their kiss and moaned softly into Kelly’s ear that he was cumming. She felt his hot spunk exit his cock into the much cooler pool water.

Kelly sucked on his neck and then his ear, whispering how much she loved feeling him cum. She then paid full attention to the other two guy’s cocks. Just a few minutes passed before she felt another guy twitch and cum flowed out of his dick.

The fireworks finale was magnificent and went on forever! It had everyone’s attention. Kelly and her three friends had meandered to shallower water. Quickly the third guy, Hank, convinced Kelly to let him fuck her. His two buddies helped hold Kelly in position. Her back was against the pool wall and Hank was in front of her fucking her as the other two held her legs open and generally tried to cover up what was happening.

Kelly grabbed one guy’s forearm and clenched it in her mouth as she came in perfect time with the grand finale mass fireworks explosion. Kelly hadn’t thought much about it until once he was inside of her, but Hank had a pretty good-sized cock. She thought it was perhaps seven inches or so and reasonably thick. He got Kelly off hard and paid her a hell of a compliment as he fired his hot load into her at the same time she came. She came even harder looking up at the explosions and knowing the same thing was happening in her twat.

The fireworks were over and their little group broke apart quickly. The fireworks had lit up the pool just enough to make out where folks heads were. It was not too long before the two married guys that Kelly had jacked were saying their goodbyes as their wives drug them home.

It ended up being just Cliff and Shelly, Kelly and me, and Hank left in the pool. Everyone else was getting a fresh drink or peeing. After a few moments of underwater hands getting a read on things, Hank and I were playing with Shelly’s body. Hank held her shoulders as she floated on her back. He wrapped his hands onto her boobs and was tugging her nipples. I was between her legs and fingering her cunt. I rubbed my hardon against her thigh but Shelly was very clear that she wasn’t going to be fucked. No problem. I made her cum anyway. Then I swapped places with Hank and he got her off too.

Cliff knew that fucking Kelly would be a quick ticket to hell with Shelly right next to him but he let Kelly tug his cock until he ached. Hank and I switched places again. Shelly had no problem leaving me with blue balls, but she was sure enjoying her orgasms. We kept Shelly facing away from Cliff.

Kelly took Cliff by the hand and they quietly moved to the steps at the end of the pool. They stepped out of the water, snuck across the yard, and slipped into the house to “use the facilities” as they told someone.

As soon as Cliff closed the bathroom door he bent Kelly over the vanity and shoved his cock into her wet slit. Cliff wasn’t real long but he was hard as hell and was already on the brink as he slipped it in. He fucked her fast enough that Kelly had a small orgasm while Cliff emptied his balls into her twat. He stepped into the shower and pissed. He was done quickly and slipped back outside with Shelly none the wiser.

Hank was working Shelly to her fourth orgasm. Kelly had sat on the toilet to drop whatever cum Cliff left in her and she peed a river from all of the drinking. Someone knocked on the bathroom door and Kelly said; “Sure, c’mon in.” She was done peeing and was wiping off her twat. She was drunk enough she couldn’t have cared less who walked in and saw her. It was Shelly who opened the door and stepped inside.

“How can you see?” she said as she flipped on the light switch. Kelly stood up just then and noticed that Shelly’s eye immediately goes to her cunt and she was looking at her tattoo. Shelly slipped past but took hold of Kelly’s hand. Shelly sat on the toilet and began to pee as she pulled Kelly in front of her.

Shelly was marveling at Kelly’s tattoo and her bare cunt. Shelly’s bush was trimmed fairly short but certainly not hairless. Shelly reached out and ran her hand over Kelly’s mound. “Damn! Would you look at that! All these years and I had no idea?” Shelly raised her gaze to Kelly’s chest. “Now these, we all knew you had to have these!” and with that Shelly reached up and pinched Kelly’s very red and very hard post-orgasm nipples.

Kelly couldn’t help but moan. Sex so far had been fun but no one had sucked on her nipples and she really needed that to help make it all feel complete. Only because Kelly was shit-faced would she have ever hefted her breasts in front of Shelly’s face and rolled her own nipples. Shelly leaned forward. Perhaps for a better look? All I know is that the prudish Shelly would never have done what she did next unless she was also shit-faced.

Shelly sucked first on one nipple, then the other and back and forth. Kelly was moaning with pleasure. Kelly slipped a hand to her cunt and started to frig her clit. Shelly put her hand in Kelly’s crotch. Kelly stopped masturbating, moaning in anticipation of Shelly’s next move.

My cock was ready to explode. The bathroom faced the backyard. With just a pool, a fence and a ravine beyond that, the only curtain was a thin very see-through sheer. The light caught everyone’s attention when Shelly flipped the switch. It was the only light anyplace and we could all see Shelly sitting on the pot with Kelly standing in front of her.

There had to be a dozen of us crowded around, six feet or so from the window, watching the scene unfold. All of us were still naked. I hushed everyone into silence so we wouldn’t be heard. Some guy’s wife was next to/in front of me. She had backed up a few inches. My hard-on poked her in her ribs. She turned to me and gently grasped my cock. She whispered to me “Is that your wife?” I nodded. She had a nice pair of firm B-cup boobies. She stayed half facing me, half watching the show and gently stroked my cock with one hand while her other hand rolled around my hairless ballsack. I occasionally tweaked her nipples as I watched Shelly and my wife.

Shelly slipped fingers into Kelly’s soaking wet cunt. Kelly moaned loudly and came immediately. We all heard her cum. Kelly tugged Shelly’s head to her chest and encouraged Shelly to suck harder on her nipples. Kelly was moaning non-stop.

Shelly pulled her hand out of Kelly’s pussy and pushed Kelly back a few inches. Then she lowered her head to Kelly’s pussy. Kelly lifted one foot onto the back of the toilet and gave Shelly full access to her gash as well as she gave the backyard audience a great view of her bright red cunt. Kelly was looking right at us and admitted to me later that she could see nothing but her own reflection in the window.

Shelly went to town eating Kelly’s pussy. Never in a million years would any of us suspected Shelly would have even known how. Kelly’s legs were getting weak. Shelly pushed her to the vanity and had her lay back across the sink as Shelly ate her clit and fingered her cunt. We all had a great view of Kelly’s pussy.

Kelly reached down to get some fingers into Shelly. Shelly lifted a knee and shin onto the vanity and that gave us all a great look at Shelly’s twat. She had just trimmed it down in front but had shaved her lips clean. I looked around our group. Four women were down on their knees.

Two gals were sucking their husbands. Shelly’s best friend was on her knees sucking Cliff. Another gal I didn’t really know anything about was sucking on Hank. The gal that was stroking me had the attention of her husband and he was watching us and quite hard because of it. She whispered something to him and he nodded. She dropped to her knees and swallowed my cock.

I could see Kelly’s feet in the air and her legs were trembling. I knew damn well that was not the first pussy Shelly had eaten. She had my wife on a non-stop orgasm. Kelly was trying to jack Shelly but soon Kelly had both arms randomly in the air reaching for God himself to save her from the onslaught.

We all heard the scream. Hell, the neighbors probably heard the scream. I saw Kelly blast, no drench, Shelly with cum. One of the husbands held his wife’s head tight and came in her mouth. It was like watching dominoes. In succession, four more of us shot our loads into a mouth. My receptacle swiveled on her knees and caught her husband as he jerked his load into her mouth. I watched her take a big gulp as she swallowed us both.

Then we watched Shelly stand up and I saw Kelly’s cum dripping from her face. Shelly was clearly laughing and probably asking Kelly ‘What in the hell just happened?’ Shelly found a towel and wiped herself from her forehead to her tits. We could all see how incredibly wet she was. I heard murmurs through our group of Peeping Tom’s and… Okay, what is the female version called? Folks were clearly shocked and awed at Kelly’s orgasm.

Shelly helped Kelly off of the vanity and then flipped off the lights. The whole crowd of us made a beeline to the pool and jumped in. Again, in pitch blackness, and coming away from lights, everyone was a bit disoriented. We heard Shelly ask where everyone was. In unison “in the pool!” we responded. It took a minute but Kelly and I found each other.

I pulled Kelly to the deep end and whispered to her what we all just watched. I slipped a couple of fingers into her wet and blazing hot slit. Kelly just groaned when I told her how we all watched her and Shelly make out, watched her squirt, and how most of the guys came in a mouth as we watched. Kelly was drunk, orgasm-wasted, and system overloaded from hearing she had been watched by literally everyone there. She had no idea what she needed or wanted at that moment.

Shelly had asked Cliff to turn on a couple of small lights. Some folks were leaving and needed to find clothes, etc. Kelly and I climbed out of the pool. Several couples left. Shelly, Cliff, and a few other folks went inside.

The husband of the gal who blew Cliff was standing near the bar kind of trying to hide the fact that he was rock hard. He was probably the oldest guy there. His current wife was his second. I told Kelly how his wife had taken care of Cliff. She was one of them that had gone inside.

Kelly walked up to him and grasped his cock. She whispered in his ear “I hear this may be my fault. Would you like to cum?” He didn’t respond. He just followed Kelly and she walked him to the pool. She took a couple of steps into the water and grasped the metal handrail that stood in the middle of the steps. She bent over and popped her ass at him. He stepped forward. Kelly reached between her legs, grabbed his hardon, and guided him into her pussy.

Kelly told me later that he was a fat boy. Average length but “fat as a beer can with a head to match.” He fucked her standing up holding onto the pool handrail for as long as Kelly could take it. His fat cock was wearing her out and she needed to lay down. There was a pool lounger laying on the deck and Kelly laid down on that and spread her legs. He continued to stretch her cunt to its limits.

He pulled Kelly’s legs to his chest, wrapped his arms around them and held her knees tightly to himself. Kelly couldn’t believe how long the dude was lasting. She had her last orgasm long ago and her twat was starting to feel the abuse. She finally begged him to cum. He pulled his cock out and climbed over her chest. He jerked a few dribbles of cum onto her face. He helped her to stand up. Kelly was wiping and licking off his cum as they came inside.

I had only stayed and watched them fuck for a couple of minutes when I realized I was the last one, other than them, still outside. I went inside. Soon it was just Shelly, Cliff, Shelly’s best friend who blew Cliff, and me in the house. Shelly was clearly horny as hell. It was my first good view of Shelly’s boobs. Nice hard, average-sized nipples on some silver-dollar-momma sized areolae topping a set of C-cups.

Shelly gave me a big hug and thanked us for coming to their party. I grabbed her butt with both hands as we hugged. Shelly moaned a little bit as I played with her ass. I slowly stepped out of our hug and I moved a hand to her front and felt her bush, while my middle finger slipped into her slick wetness. As soon as I drew a finger across her clit she stepped back, continuing the charade of a prude, albeit a naked one. Cliff winked at me as he led Shelly down the hallway to their bedroom for a good fucking.

Shelly’s friend’s name was Debbie as we made our acquaintance. If I had to guess, I would have thought that Debbie was probably half Asian. She was small and very exotic looking. She asked me if I knew what Kelly and her husband were up to, knowing damn well she also knew the answer. She got up off from a chair and walked up to me. She reached for my shaved balls and we started making out. She was playing with my cock and my sack with both hands as we kissed. She pulled me to the couch and laid down and spread her legs. She pulled my cock to her hole and I slipped right in. Not the tightest, nor the wettest, but a pussy is a pussy and I fucked her hard.

She had some decent sized B-cup boobs that were flying every which direction as I banged her. She groaned that she loved feeling my bare nuts banging her asshole. Definitely a naughty momma. It took a few minutes before I got her off. She immediately flipped over and had me fuck her doggy style. She had her face buried in the couch as I banged her from behind.

I was facing the sliding door to the backyard, fucking his wife, as her husband opened it and came inside, having just fucked my wife. Kelly was right behind him. Kelly looked utterly destroyed. They had been outside for at least twenty minutes since I left them. Debbie popped her head up and said “hello”. He and Kelly came over and watched us fuck. Her husband asked about Shelly and Cliff as his wife wiped a drop of cum off the end of his cock. Much to my disappointment Debbie pulled away from me and stood up. She was done fucking me. I had precum dripping from my cock.

We decided to all go open their bedroom door to say goodbye to Cliff and Shelly. The lights were on. Shelly had her feet on Cliff’s shoulders and he was drilling her butthole. Shelly was on another planet and didn’t seem to notice us. I don’t think she even opened her eyes?

Cliff grabbed her ankles and spread her feet far apart nodding down for us to look at his cock buried to the hilt in her pooper. We all stepped up and took a good look. Yep, he was all the way in, no doubt. Debbie and Kelly slapped Cliff on the ass. I gave him a thumbs up.

Kelly and I only lived a mile or so away and didn’t bother looking for our clothes that night. Kelly was also totally wiped out and passed out on the drive home. I carried her into the house and put her to bed. I was dripping pre-cum like a faucet and was a little frustrated that I didn’t get to unload in Debbie. I stayed up and plugged in an orgy porno. I was lying on the couch watching it and I guess I felt like making a mess. I didn’t bother to catch my load. Instead, I let it spray all over my chest and groin.

I must have passed out too? I woke up the next morning with a dried cum mess on myself. Kelly and I had a pretty quiet day on Saturday as we slowly recovered. By Sunday we were both hot as hell talking about the party, who did what and spent the day naked, fucking all over the house as well as the backyard.

Thank heavens Cliff (and everyone who watched her) was smart enough to never tell Shelly what we saw that night. We learned a lot about the real Shelly. A couple of weeks after the party she said something to Kelly about being so drunk that she couldn’t remember anything at all about the party. She has never stopped playing the prude to this day.