Diane felt Geoff tense in her mouth and then felt a warm stream hit the back of her throat; then a second. Using her tongue to massage his shaft as it rested inside her mouth she swallowed and then she sucked on his hot cock pulling it slowly from her lips. Looking up at him from between his legs, she smiled and licked the tip of his manhood for the last time. She slid up his body and kissed his lips, her hand grasping his cock, giving it a playful squeeze. He kissed her back and smiled.

“Ummmm, thanks honey” he told her. “Nice way to start a morning.”

He patted her bare ass and rolled out of bed and walked, naked, into the bathroom. In a moment, she heard the shower running. Diane rolled over in bed and looked at the clock. It was 6:30 a.m. She realized she could still get in a quick workout before it was too late. Climbing out of bed, she slipped off her nightgown, put on exercise clothes, and headed to the basement. Forty-five minutes’ later, sweaty but feeling great, she walked into the kitchen to find Geoff dressed for work, drinking coffee and reading the Times. He looked up her and smiled. She knew he was admiring her figure, like he always did. At 33, she worked hard to keep fit. She was only 3 pounds heavier than when they met in college and she was certain that her ass was just as tight. A stylish, size 6 brunette, with a nice firm B cup, Diane knew she still got plenty of looks.

“Hey baby,” she said as she gave him a quick peck.

She poured herself a cup of coffee and drank the orange juice he had set out for her.

“What time will you be home tonight?”

Geoff told her that he had a late meeting and likely would have dinner in the City.

“I’ll be late,” he replied.

She frowned. He was working later and later all the time. Geoff had a great job and the money was terrific, but lately he seemed distant. Even the sex was distant. She thought about this morning, his affect and the fact that he had ignored her sexually. After all, she was the one who rolled over in bed while he was sleeping, she was the one who slipped beneath the covers and licked and sucked him, getting his cock nice and hard until he woke. When he did, she did not stop until he came and she consciously made sure he could watch as she swallowed it all. In return, she got a pat on the ass. That did not seem fair. She felt the need to get laid. Badly. But she determined now was not the time to discuss the issue.

“OK Honey, I’ll make dinner for me and I will see you when you get home. I am heading up to take a shower.”

She kissed him and went upstairs.

Diane spent the rest of the morning straightening up the house and grocery shopping. She decided to hit the mall and look for some new clothes for fall. Walking into Lord and Taylor’s, she ran into Shelly, a neighbor who lived a few houses down her street. They chatted for a few minutes before realizing that they were on the same mission. Happy for the company Diane decided to shop with her. Several hundred dollars later they decided to have lunch.

“How’s Geoff? We haven’t seen the two of you in ages,” Shelly asked.

“He is great, but work is taking him all over the place. He is gone tonight.”

Shelly looked at her and smiled, “why don’t you come over for dinner then. John would love to see you. In fact, I need to make one more stop and then I was going to lay out at the pool and sun. You should come over and relax.”

John and Shelly were great fun and Diane had always thought John, Shelly’s black husband, was not only a great guy but physically charismatic as well. She decided that Shelly’s offer was just the thing she needed instead of a night at home alone.

Shelly’s last stop was at the lingerie store. She spent some time sorting through panties, bras and thongs before deciding on a yellow merry-widow with a ribbed bodice and a built in push up bra. She matched it with a sexy little thong and nude crosshatch thigh high stockings. Diane admired her choice.

“That looks fantastic on you.”

Shelly was quite attractive. Shorter than Diane she was only 5’3” or 4” and a size 2 on a bad day. Except on top. One thing she had that Diane envied were D-cup breasts. Wearing the bodice she looked poured into it.

“I hope John likes it. I promised him a new outfit.” She laughed.

“After the last one he couldn't’t wait for a new one.” She turned her back to Diane and asked, “Back view? He always looks at me this way.”

She giggled. The yellow strap of the thong disappeared in her butt and when she bent over slightly Diane could see that it just barely covered her shaved sex. Diane blushed and replied that she was sure he would approve.

They drove their separate cars home. Diane put together a beach bag and clothes for the evening. She brought her favorite bikini, a matching wrap, underwear and a light summer dress. Driving over she thought about the differences between Shelly and John and she and Geoff. Both couples had been married over a decade. Although Shelly and John were a couple of years older, they still acted like newlyweds. Shelly had confided to her that John was a fabulous lover. She said he had stamina, was “well endowed,” could “fuck for hours” and always made sure Shelly was satisfied. A tall well built, black man Diane had always found him enticing. She sighed and wondered why Geoff seemed to have lost his zeal.

Diane quickly changed in the guest bedroom and walked out to the pool. Shelly was already there, getting some sun. She was lying on her stomach and when she lifted her head, Diane saw that she was topless. She could see Shelly’s perfectly formed breasts hanging, her nipples just touching the lounge chair. Shelly tuned slightly as she walked up.

Relax and have some tea.” She indicated the pitcher on the table.

Diane took off her wrap and slid into the adjacent lounge chair. She adjusted her sunglasses and poured a glass of tea. She sipped it and blanched.

“Tea?” She laughed. “No way!”

Shelly chuckled. “Long Island Iced Tea, dear.”

Diane took another sip, this time expecting the taste of alcohol.

She smiled. “Ummm, perfect.”

She leaned back in the chair and let the sun warm her body.

She reached for the oil and covered her belly, chest, arms and legs. She was careful to cover the inner part of her breasts, which were still pretty pale. She had not’t tanned in this suit yet this year. She noticed that Shelly was tanned all over.

“Do you sunbathe topless here all the time?”

Shelly nodded and said that the neighbors were rarely home and in any event they were good friends.

“Anyway, it’s not like they haven’t seen them.” She laughed.

Diane let that one go by but made note. She knew Shelly and John had a bit of a reputation. Shelly had told her about a trip to the Caribbean that had gotten pretty wild. They chatted a bit more and then Shelly grabbed a magazine, rolled over on her back, and began to read. Diane, on her second Long Island Iced Tea, was nice and relaxed and she turned onto her back. She drifted off.

She opened her eyes slowly and for a second forgot where she was. The sun was low in the sky; she realized that she had dozed for about an hour. She lifted her head and saw that Shelly was no longer in the lounge chair. She had a beach towel draped over her. She stretched, was a bit embarrassed, and got up and walked inside the house. She saw a briefcase on the counter and heard voices in the in the distance.

“I don’t know honey. We never talked about it. She might.” It was Shelly.

There was a low laugh from John. “Mmmm,”

Shelly said, “If she was holding what I am she would be interested.” She giggled.

“Well I am happy to let her try.” John replied.

The voices became louder.

“Well, well, well, look who lives.” John smiled and laughed as she walked into the kitchen.

He was wearing an unbuttoned short-sleeved shirt and swim trunks. Still contained in his trunks, his erection was obvious, and Diane now understood what Shelly was referring to.

Blushing Diane smiled, “I guess I fell asleep.”

John leaned over and gave her a kiss on the cheek. “Great to see you.”

His hand lingered on her side a little longer than necessary.

“You too, John. It has been a bit.”

Shelly followed him in the room. She was topless, wearing her bikini bottoms, but she had put on a loose sheer wrap.

“I covered you up so you wouldn't’t burn. “ She smiled.

Diane thanked her.

“Lets’ make another pitcher of tea,” Shelly declared, “and relax in the hot tub and then have dinner. Diane, you’ll stay for dinner?”

It was a question but not really one she expected an answer to. It was more of a declaration. Although she mildly protested, Diane was happy to stay and not eat alone.

The three of them headed out to the pool area. Shelly and John’s hot tub was enclosed on three sides and quite private. Shelly dropped her wrap and slid in. Diane followed. The water was perfect. They each sipped their tea and let the water massage their skin. John climbed in as well.

“Ummmmm, perfect way to end the week.”

He closed his eyes and let the water rise to his shoulders. Shelly slid over next to him and nuzzled.

He leaned over and they kissed. She kissed him deeper.

“Shelly,” John said, “We have company.”

He kissed her lightly again and broke it off. He looked at Diane and smiled. They finished their drinks and poured another. After a bit, Diane said she needed to get out, afraid of becoming a prune. She turned to climb out of the tub when John declared,

“Diane, you have the sexiest ass of anyone I know.”

He chuckled, she turned and looked over her shoulder and blushed. She smiled and teased,

“Oh John you say the sweetest things.”

She climbed out of the tub and still turned away from him playfully wiggled her butt and then grabbed a towel and covered up.

She went inside and making herself at home, looked in the refrigerator for some fruit. She grabbed an apple and took a quick glance at the paper. A few minutes later, she had finished her apple and walked back outside. She gasped; John was sitting on the side of the tub, naked. Shelly was still in the tub next to him but her head was in his lap, her hand wrapped around his manhood, the head of it in her mouth. One of John’s hands was resting on the side of the tub, the other guiding her head up and down on his cock. He looked up, saw her and with a look of surprise and shock he quickly slid into the tub. Diane turned and walked back inside saying over her shoulder

“Sorry, sorry.”

When she got in the kitchen, she felt herself blush and then laugh. She decided she should leave the two lovebirds alone for the night.

A few minutes later, naked in the guest room, her suit on the floor in the guest bathroom, she was drying herself off when Shelly knocked. Shelly entered, apologizing as soon as the door opened.

“We thought you were up here taking a shower.”

Shelly had put her bikini top back on and had a beach towel around her waist.

“No, No it’s my fault.” Diane replied. “I am sorry too. I should go home.”

Shelly protested and then laughed, “Well, you’re sorry, I’m sorry, but John is sorriest. I never saw a man lose an erection so fast in my life.”

Diane could not help but laugh at that one. She reached for the lace white thong on the bed and pulled it on.

Shelly paused, “Wow you got some sun.”

Diane looked in the mirror.

Her bottom had tan lines cutting across her butt in a nice V.

“I did, didn't’t I?” Diane replied.

Her breasts were darkened across the top but still pale where her suit had covered them. She reached for her sun dress and stepped into it, reaching her hands through the straps. She turned for Shelly.

“Zip me?” As Shelly zipped up the back, she again apologized and asked Diane to stay for dinner.

“You and we are going to have to face it sometime. Better now than at some dinner party.”

In fairness to Shelly Diane realized that she was making sense. She turned and agreed.

She went back downstairs with Shelly. John had changed into loose sweatpants cut off at the knee and a shirt. It was still unbuttoned and Diane couldn't’t help but notice that he was in great shape. He said nothing but he did look embarrassed. Shelly went off to the bedroom to change. The silence was deafening. In tandem, they turned and both started to speak. Then they both laughed. Mumbling “sorry’s” they looked at each other, grabbed their respective glasses, and made a silly toast of forgiveness. Diane wasn't’t sure who drank faster, her or John. They poured another round and began to make dinner. Diane tossed a salad while John prepared chops for the grill. Diane admired John as he stood over the grill. She thought that he really was a sexy guy, and Shelly was right. He was well endowed. Very well endowed. She smiled to herself.

Shelly came down and caught her looking.

“What is that Cheshire cat smile about?” She asked coyly.

Diane turned, blushed and said, “Oh. Nothing.”

Shelly stood close behind her looking outside at John too.

“Mmmm he is hot isn’t he? I don’t know how I got so lucky.”

She felt Shelly’s hand on the back of her thigh lightly moving up and down above her hemline. Diane realized that it had been there from the time she had walked up. It felt nice. She said nothing about it.

“Is that right?”

“Oh, honey. It is right. He is sweet. He brings me flowers for no reason. Massages at night when I am tired. Breakfast in bed on Sundays.”

She paused, “except when he has a golf game.” She laughed.

“And of course, the sex.”

Diane laughed, “Well from what I saw that is a two way street.”

She felt Shelly’s hand moving a bit higher and once again made no comment.

“Well, we make sure each of us gets what we want.”

Her fingers touched the apex of Diane’s legs and her bottom. Diane turned to look at her and smiled,

“What are you doing?”

Shelly grinned and asked slyly if she should stop.

“I didn’t say that. I just asked.”

With that Shelly moved a finger in between Diane’s legs and felt the dampness there. She smiled and removed her hand as John headed to the door with dinner. He opened it and walked in.

“Who’s ready to eat?” he asked, Shelly giggled and replied, “Well, I am.”

The double entendre was obvious to Diane. She held back a smile. They moved to the dining room table where John had set out three settings. Shelly directed Diane to her left and had John sit across from them. Diane wasn't’t in her chair 30 seconds when Shelly’s hand was back in her lap. She felt her fingers fumble to get under her sun dress and then nuzzle between her thighs. Diane parted her legs just a bit. She could feel Shelly’s fingers pressing and probing. She looked over at John who seemed unaware. Shelly removed her hand for a moment and cut into her chop. She put her hand back in Diane’s lap. This time her finger slipped under the lace thong covering Diane’s sex. As she raised the chop to her mouth she grinned mischievously and said,

“Mmmm nice and pink inside. Perfect John. That’s how you like it too, right?”

She glanced from John and looked at Diane smiling. Diane groaned.

“That was bad.” She laughed.

John looked at both of them. “What are you two babbling about?”

Shelly just laughed.

Diane could barely concentrate on her meal. Shelly’s had was dancing about in her lap. She felt herself flush and her nipples were sensitive. She hadn’t done anything like this since college. She realized that back then, like tonight, she had been buzzed as well. John rose to clear the table and Shelly quickly removed her hand. When he disappeared into the kitchen Diane looked at Shelly.

“Oh my God, what are we doing?”

Shelly looked at her and whispered, “I can’t help it. And I know John can’t get his eyes off of you either. We both want you.”

Diane mind raced. Images of Shelly, topless at the pool, trying on the lingerie and then the image of John’s cock in Shelly’s mouth flashed through her mind. What am I doing, she thought? Then John walked back in and she stared at him imagining him naked from the waist down. She felt flush and looked back at Shelly. The look was one of approval. Of acquiescence. Shelly smiled.

“Can I get anyone dessert or an after dinner cocktail?”

Shelly smiled and said “Diane? A cock … tail?”

With that, she gestured for John to come towards her and as he did, she reached for his shorts, pulled him between the two of them and pulled the front of his shorts down off his waist revealing a good portion of his cock, hanging between his legs. She leaned forward and kissed him about halfway down his shaft. With her free hand, she reached in and pulled him free, cradling him in her palm. She offered it to Diane,

“Guests first.” She giggled once again.

Diane looked at his manhood. Still soft it was bigger than Geoff’s was hard. Dark and swelling, his circumcised head pointed at her like a snake. She moved her eyes upwards looking into John’s. She smiled. He nodded. Keeping eye contact, she extended her tongue and licked the tip of his cock. She ran her tongue around the head and then flicked the bottom of it, licking up two or three times. She adjusted in her seat, took his cock from Shelly, and guided it into her mouth. Because he wasn’t hard, she could take all of it and she moved forward until her lips were pressed against his belly. His cock filled her mouth and she could feel it swelling. As it did her lips moved farther from his belly, she sucked, massaging her lips as it hardened in her mouth. It didn’t take long for him to stiffen and she slowly pulled her lips off his shaft. She pressed his cock against his belly and licked the shaft from the start of his balls up to the tip. She never took her eyes of off John’s. As she licked she gave him the hint of a smile.

She felt Shelly’s gaze on her and turned to look at her. She blushed.

“You go girl.” Shelly said playfully.

She leaned over, kissed John’s cock as she passed it and then kissed Diane.

“We could take this to our bedroom.”

In an instant, they all got up and moved to the master suite. Shelly led the way, Diane was wrapped in John’s arm and he leaning over kissing her deeply as they walked. His tongue was deep in her mouth and she sucked it like it was a small cock.

Shelly turned and looked at Diane, “You can’t imagine how many times we have thought about this.”

She smiled and helped Diane out of her sun dress. She guided Diane to the bed and had her lie across it on her back. John had stripped off his shorts and was standing there. Shelly was stripping off her skirt. She looked at John and asked what he was waiting for. He slid onto the bed on his knees and offered his cock to Diane as she lay back on the pillow. Diane eagerly took it back into her mouth and began to suck him. In seconds, he was hard again and he had to lean over her on all fours so she could comfortably fit him in her mouth. John moaned with pleasure as she worked him in and out of her mouth.

Meanwhile Shelly, wearing only a blouse had positioned herself between Diane legs and was licking and kissing her way up her inner thigh. When she reached her pelvis she carefully pulled the thong down and away revealing Diane’s glistening shaved labia. Shelly wasted no time. She carefully spread Diane’s lips with her fingers and dove in with her tongue. Diane gasped with pleasure. She tightened her grip on John’s cock and bobbed on his cock with an increased frenzy. She felt his hand on her nipple, tickling, taunting it as she sucked. Shelly’s tongue was driving her crazy. She quivered under her touch and felt the warm rush begin to overcome her. She pulled John’s cock from her mouth and cried out as she came. Shelly could feel the tension and she pressed her tongue tight against Diane’s chit as the orgasm swept over her. She caught her breath and moved away from Shelly rolling onto her knees so she could suck John’s cock while he kneeled on the bed. She placed her hands on the bed as he raised himself up and began to buck his hips moving his cock in and out of her mouth.

Shelly was not finished and she slid under Diane. Holding onto Diane’s hips, she lifted her face close to Diane’s pussy and began to lick it slowly from bottom to top. Diane pulled John’s cock from her mouth and began to masturbate him with her hand. She moaned with pleasure as Shelly brought her to a second orgasm.

“Oh my god,” she cried.

She lifted her leg over Shelly and turned around presenting herself to John. He grasped her hips, pulled her towards him and slammed his hard, thick, 8” cock into her from behind. She moaned, bit her lip and pushed back into him.

“That … feels… so … good” She moaned in rhythm with his thrusts.

She could feel his body slap against her bottom. His cock filled her like she had never been filled before. She tightened her pussy lips around his cock each time he thrust in her. It felt absolutely wonderful. Something she needed, craved. Shelly was sitting next to her caressing her breast and nuzzling her neck. Her other hand was between her own legs pleasuring herself. She was almost cooing as she told John,

“C’mon baby fuck her. Fill her with your cock. I know how good it feels. C’mon baby she loves it. Don’t you Honey?”

John increased his pace and then, with one deep thrust, exploded inside her. Diane could feel him pulsating. She pressed back into him so he would remain inside her as long as possible. Finally sated, she fell forward flat onto the bed. She felt Shelly move and without looking, she knew that Shelly had taken John in her mouth and was sucking him clean. In a moment, she felt warm breath between her thighs. She lifted her hips and felt a tongue licking her once more. Still on the bed, she tilted her head down and saw Shelly astride her. She could look between Shelly parted legs, her bottom facing Diane, past Shelly's hanging breasts, and see her face between her thighs. Shelly licked, sucked and kissed her until she was satisfied she had cleaned her as well as she could with her mouth.

John walked around to her face and whispered, "We should get a shower.”

The three of them got in together where they lathered up and while rinsing off, John and Diane passionately kissed. To Diane’s surprise, Shelly got on her knees and sucked her husband to a second orgasm.

Diane cleaned up, dried off, and slipped her dress back on. Shelly slipped on a silk robe, lightly tied it. John did the same and they walked her to the front door. Turning to look at them she smiled and blushed.

“That was wonderful.”

Shelly looked at her and replied “Diane, come over any time you want. No matter if one or both of us are home.” She smiled.

“I will.” She grinned.

She reached under John’s robe finding him. She looked at Shelly, leaned forward to kiss her cheek, and then John’s. She bent at her knees, lowered herself kissed the head of his cock, and once more took all of it into her mouth. She pulled back and kissed the head once more. Staring at his cock, she declared,

“Then I’ll see you tomorrow.”

She headed home and wondered if Geoff was waiting.