Erica and I were relaxing at home with a glass of wine in the early evening.  Shehad changed into comfortable clothing after a day out shopping.  Erica wore one of my old, dress shirts over her panties with no bra. 

It was long enough to look almost like a dress.  I was happy though because she left several buttons undone at the top and a couple open at the bottom.  I could easily see one of her very erect nipples poking through the fabric while the other was hidden by the shirt pocket.

We were into our second glass of wine as I admired a good deal of Erica's 34B, perfectly shaped breasts peeking out of the shirt.  I thought that her nipple must be pretty close to appearing.  She sat with her legs crossed so that I also enjoyed seeing her long legs exposed almost to her hip.  I was a bit startled when the doorbell sounded.

Erica said, “Who could that be?”

I jumped up to answer the door as Erica pulled her shirt around her. She moved to a chair so that her back was to the door and she wouldn’t be seen.

I opened the door to find our friend Ken standing there.  He stepped right in.

“I was hoping I’d find you home.  I just dropped May off at the train station.  She’s on her way to Philly to visit the grandkids.  I thought I’d see if you were up for a visit.”

Erica yelled from her chair, “Come on in Ken.” 

I figured she’d jump up and run to put some other outfit on since we now had a visitor. 

To my surprise, she stayed where she was and said, “Come and have a glass of wine with us”.

Ken came in and sat down in the chair across from Erica while I went and got another glass, and another bottle of wine.  I poured Ken a glass, and set it on the coffee table.  I then topped off Erica's glass and sat down on the sofa between them.

I was a bit disappointed to see that Erica still had her shirt pulled closed, and had pulled the bottom down to cover more of her legs.  We have been friends with Ken and May for quite awhile.  I knew he thought Erica was attractive and that he would have appreciated seeing a bit more skin.

As the evening progressed we sat, chatted, and drank more wine.  Erica excused herself to go into the kitchen and prepare some finger food for us.  She returned with a tray and another bottle of wine.  As she placed the tray on the table I watched as her shirt fell open exposing a lot of her breasts to both Ken and me.  She then sat back down without closing her shirt as it had been before. 

It appeared that she was unaware how revealing her shirt now was.  I was fine with seeing a good deal of her breasts, as I’m sure Ken was too.  Each time Erica leaned forward for some food her shirt fell open exposing more of her breasts.  I could see her nipple poking through the fabric at the edge of the shirt.  I knew it was close to slipping out.

I grabbed some snacks and refilled all of the wine glasses.  I noticed that Ken couldn’t keep his eyes off Erica.  I knew he was enjoying more than just our witty conversation.  After a few more sips of wine, Erica’s nipple slipped out of her shirt.  Her pink nipple was extremely erect.

The center was about as thick as my pinky and stuck out about a half inch.  As she leaned back her nipple remained outside of her shirt.  I smiled and shrugged my shoulders as Ken looked over at me.  We were both happy that she didn’t readjust her shirt. 

As Erica moved about in her chair she began to cross and uncross her legs.  This caused her shirt to shift letting us view her shapely legs up to the edge of her panties.

Ken began to tell us that May’s trip was a bit of a surprise to him.  She had decided to go just a few hours before she left.  I knew the wine was affecting him when he started telling us that they usually made love once a week. He then said that since she was now going to be gone for a week it would be over two weeks before they made love again.

Ken said, “I asked her about a quickie before she left and she just laughed.  I said what about a hand job?  She told me to use my own.  That just sucks... she wouldn’t even give me a hand job.”

Erica leaned forward placing her elbows on her knees allowing both of her breasts to appear in the opening of her gaping shirt. 

She laughed and said, “You poor thing.  How are you ever going to survive?”

We all laughed and Erica sat back with one breast still exposed and the nipple of the other breast peeking out.  Erica then excused herself to go to the bathroom. 

While she was gone, Ken said with a smile, “I think Erica has had a few nipple slips.”

“I was seeing a lot more than her nipples,“ I replied. 

Ken then said, “Erica is so hot. You are a lucky guy!  I’m really glad I stopped over for a visit.”

I poured us more wine.  Erica was already over her limit, but since we weren’t leaving the house, I figured why not?  I knew Ken was happy that she was so relaxed sitting with us.

“You filled my wine glass again.  Are you trying to get me drunk?”  Erica said upon her return.

“Would I ever do that?” I replied.

Erica grabbed her glass as she sat down.  She certainly was not watching her clothing, as her legs were spread a bit and her shirt pulled apart showing her sheer, sexy, panties.  The top of her shirt also pulled open again exposing a bit of her left nipple.  Ken didn’t know where to look.  The outline of her shaved pussy was now clearly visible through her sheer panties. 

As I gazed at her pussy I realized that the panties she was showing us were not the same panties that I had seen before Ken had arrived.  I also noticed that an extra button was now undone at both the top and bottom of her shirt.  Erica clearly was in a teasing mood.

I looked over at Ken as he was trying to adjust a hard on that had appeared in his pants.  I glanced at Erica and saw her smile as she too had seen him making adjustments.

I knew this was going to be an interesting evening.  Erica smiled at me as she made a show of repositioning the bottom of her shirt.  Her efforts were totally ineffective as she moved her legs, leaving them even further apart.  This actually enabled us to see her entire crotch.  It could see that she was now actually wearing a thong.

It looked like it was beginning to slide into the slit of her pussy.  The edges of her outer pussy lips were beginning to peek out of her thong.  Moving about in her seat also caused her top to pull open so that both of her breasts were completely exposed inside her shirt.

At this point Ken, while trying to adjust his hard-on, said, “Erica you’re killing me.  I sure wish May had given me that hand job.”

I laughed and replied, “Erica maybe you should help him out.”

There was about fifteen seconds of silence, then Erica said, “I hope you’re kidding me.”

I laughed and responded, “What’s the big deal? You grab his cock and give him some relief.”

Ken jumped in, “Erica… I’d never tell anyone… that would be so great.  You’ve got me so turned on.  You have the most incredible breasts and nipples… wow!”

“You’ve been able to see my breasts? And nipples?” she said as she pulled her shirt around her in a display of false modesty.

 I knew that she wanted Ken to think her flashing was purely accidental.  That was fine with me.  I just wanted her to get back to some more teasing.

“Erica,” I said, “we got a couple of little peeks of your breasts every once in a while.  Just relax… we thought you were very sexy.  Have a sip of wine.”

She grabbed her wine, sat back, and sighed.  As she did this, she looked at me and gave me a bit of a smile.  She also seemed to forget about holding her shirt together since we were getting a pretty good view of her breasts.

“I’m sorry I was making a big deal about you guys seeing my boobs. It’s really not a big deal, I guess, especially since I’ve gone topless at a few beaches.  I think I’m getting drunk if I’m talking about this,” Erica said.

“Believe me we’re fine with it.  You look terrific!” I replied.

“Really, you’re okay with Ken seeing my breasts?" She said.

“It’s really okay.  You know that I think it’s hot when others get a chance to get a peek. It’s such a turn on.”

Ken added, “I’m okay with it too Erica.”  He laughed and added, “And I do think you should maybe think about giving me a hand job.”

“You’ve got a prayer,” Erica said as she took another gulp of wine.

Ken and I looked at each other as Erica sat back seemingly unaware that were getting a wonderful view.  Her thong had clearly worked its way into the slit of her pussy exposing her puffy outer lips.  As we talked it became apparent that Erica was no longer worried about what we could see.  Her left breast had slipped completely outside her shirt showing us her super erect, pink nipple.

She was clearly feeling no pain, and Ken wasn’t far behind her.  As he chugged his wine he kept trying to push his quite visible erection down.  I caught Erica watching him.  She smiled at me and then turned her hips so that she was now directly facing Ken.

She slid forward in her chair so that only the back edge of her cheeks were resting on it… and grabbed her wine glass from the table.  As she moved forward her thong pulled tightly into her pussy.  She continued leaning forward so that both of her breasts were now hanging out of the shirt.  She then began to move her knees in and out, in a rocking motion.  This certainly caused Ken to focus his attention on her pussy.

He leaned back and said, “Erica, I can’t take it anymore!  You are so incredibly sexy.  My cock is going to burst through my jeans.”

She replied, “You poor thing.  What’s causing your problem?”

“You!  You’re causing my problem!  Your tits are right in my face.  They’re incredible, and it’s hard for me to take my eyes off your pussy.  I can see all of you except your inner lips.  My cock is gonna burst!

“You poor thing,” she laughed.  “Have you been looking at me sexually?  I can’t believe it.  What could you see?  A bit of my tits… my pussy?  Is this what you want to see?”

She then moved forward to the edge of her chair and spread her legs wide in front of him.  She reached down and pulled on the waist band of her thong and seemed unaware that she had totally uncovered her smooth, bald, pussy.  Ken leaned back and moaned.  I couldn’t believe that she was showing us her entire pussy.  My cock was now as erect as Ken’s.

Erica reached down and covered her pussy with her hand.  She gasped as she said, “Oh, my gosh!  I can’t believe I was showing you my bare pussy.  I thought I was still covered by my thong.”

She then leaned back in her chair while continuing to cover herself.

 “Wow!  I can’t believe you showed me your pussy.  I’ve had fantasies about this.  I’ve always wanted to see it.  It’s even hotter than I thought it would be.  You have a beautiful pussy. May and I have fantasized about fooling around with you two when we make love.  You look unbelievable.  Please let me see it again.” Ken pleaded.

Erica looked at me, smiled, removed her hand from her panties, and as she said, “I’m glad you liked it.  Do you really think May would really like to play with us?  I can’t believe I just did that. I’m drunk.  I can’t believe you two think about us like that.  I think I’ll better have some more wine, and it looks like you better readjust your cock before it bursts through your pants.”

We all laughed as Ken slid his hand inside his pants to try and get his erection down into a more comfortable position.

Erica said, “I guess you’re right.  By the looks of you, maybe May should have given you that hand job.  I think that if you’re feeling as drunk as me, you’d better plan on using our guest room tonight.”

“I don’t think it would be a great idea for me to drive right now, so I think I’ll take you up on the offer,” Ken replied.

“I think you should give Ken that hand job.  Look at his jeans.  His dick is just about bursting out of his pants.  If he sleeps here tonight he’ll probably have a wet dream and mess up the bed,” I said.

“You don’t give up.  I think you have a one-track mind.  You really want to watch me jerk Ken off don’t you?” Kristen questioned.

“It would be the humane thing for you to do since you’re the one who got him in this state.  It would also be hot watching you playing with his cock.”

As we talked, Erica’s tits were still clearly visible within her shirt and her thong had not covered her pussy again.  Her pussy lips appeared to be shiny.  I assumed that was because she was getting turned on exhibiting herself to us and she was really wet.

At this point, Erica stood up, readjusted her clothing, and said, “I’m going to make sure the guest room is all set for Ken.”

While she was doing that, Ken I continued talking.  He couldn’t stop saying how hot Erica was, and that it was unbelievable that she had let him see her. Erica reappeared just as Ken said how lucky I was because I was going to be able to fuck her tonight and that he was left getting into bed with his aching hard-on.

Erica had heard the end of our conversation and said, “Are you still talking about your hard on?  You don’t give up, do you?  I suppose Luke is still saying that I should jerk you off.  Well, stand up let me see what condition you’re in.”

Ken stood as instructed. His erection was clearly poking through his pants as he said, “See!  You really do have me all hot and bothered.”

Erica looked over at me and then back at Ken and said, “Take it out. I want to see how bad off you are.”

Ken glanced at me, “You’d better do as she says,” I said.

He then stood up, undid his belt, and dropped his pants.

 All Erica said was, “Wow!  I guess you do need some relief.  I can’t believe I’m going to say this, but if you both want me to do this I guess I can jerk you off.  Let’s just move into the guest room.  I think we’ll all be more comfortable there.”

Ken and I followed Erica into the room.  She climbed up onto the bed and lay down on her side.  She leaned up on her elbow causing her shirt to fall away from her chest, exposing her breasts to us.

 She patted the bed next to her and said,  ”Climb up here next to me and lie down on your back... and I guess you’d better lose the pants.”

Ken just about jumped out of his pants.  He lay down on his back next to Erica, while I sat in the chair at the foot of the bed. His cock was now bobbing up and down. Erica looked at his him and slowly reached out and lightly touched the tip of his dick.  A fiber of pre-cum stretched out between her fingers and his hard-on. She then slowly began to rub the oozing pre-cum around the head of his cock. 

Next, she made a circle with the tips of all five of her fingers and slid them down over his now bulging cock head. She looked quite surprised to see how large his dick had become. Erica slowly slid her hand down and grasped his shaft.  As she began stroking him, he rolled onto his side so that he was facing her.

“I just want to be able to see your tits, if that’s okay with you Erica.  I know May is really going to want to do the same for you, Luke… thank you both!” Ken said.

In answer, Erica smiled, reached up, and unbuttoned the rest of her shirt.  “Here you go… enjoy!”

I know it seems weird that I was sitting there watching this, but it was unbelievably exciting watching her displaying her breasts, and playing with Ken’s dick.  The thought of May returning the favor was pretty exciting also.

She resumed stroking his cock by pulling it toward her now that he was on his side.  As she stroked him he began to moan and thrust his hips toward her. He then reached across and placed his hand on her hip.  I watched as he slowly inched his way closer to Erica. 

Within a few minutes, the tip of his dick was brushing the flimsy fabric of Erica's thong.  Ken began lightly rubbing her hip.  As he did this he pushed her shirt back off of her hip.  This left her lying there with her breasts out and a skinny band of elastic around her waist holding the tiny triangle of sheer thong fabric that didn’t quite cover her pussy.

I watched, mesmerized as Erica continued tugging on his cock.  With each stroke, she rubbed the end of his dick against her thong.  Ken glanced over at me with a questioning look on his face.  I smiled and shrugged my shoulders.  He then began to slide his hand up Erica’s side.  He paused as the heel of his hand rested slightly above her left tit.  Erica looked at him, and then at me, and smiled.  That was all the encouragement he needed.  He moved his hand down and grasped her breast.

She let out a small sigh as Ken began an examination of both of her breasts.  He particularly seemed to enjoy playing with her nipples.  He tugged on them stretching them out about an inch.  While Ken was exploring all of her breasts, my horny wife had stopped pulling on his cock and was now rubbing the head of his penis back and forth across her pussy.

Ken seemed to be really enjoying this and moved his hand back to her hip.  He began to slowly run his fingers in the groove between her leg and hip gradually moving down to the edge of her pussy.  He then started running his fingers back and forth along the edge of her thong.

Slowly but surely, I could see his fingertips sliding beneath the wispy fabric.  While he continued the back and forth motion he was also pushing the little triangle of fabric downward.  With each pass of his fingertips, he was able to touch more of her pussy, and I could see that more than half of her pussy was exposed.

Erica certainly had to know what was happening.  Besides feeling his fingers lightly brushing her pussy, she was now rubbing the tip of his dick in a circular motion around her puffy slit.  This meant that she was rubbing his cock against her bare pussy.  She also seemed to be using his dick head to push her thong to out of the way.

Within a few moments, her pussy was totally exposed. Ken withdrew his hand as Erica was now sliding his cockhead lightly up the groove between her inner and out lips and then down the groove on the other side.  Ken began playing with her breasts again while she continued massaging her pussy with his dick. 

Erica seemed to be enjoying the attention her nipple was getting and began rubbing her clit with the head of Ken’s cock.  Gradually she moved his cock down so that it was resting on the upper edge of her small, pink, rose petal-like inner pussy lips.  She then began to rub his dick lightly back and forth over her glistening inner lips. 

As she rubbed, she pulled her left foot up raising her knee off of the bed. This enabled both Ken and me to see her now wide open pussy.  With her legs spread this way, she began moving Ken’s dick back and forth across her inner lips. This motion caused her small inner lips to open up so that we could see the opening of her vagina.

She was stroking Ken and tapping the head of his cock against her pussy opening when she said, “I know I said that I’d get you off Ken, but don’t get your hopes up for more than that.  I want you to lie on your back again, and I’ll rub that massive hard-on of yours with my pussy… how does that sound?”

Ken stammered, “Whatever you say.  I can’t believe what you’ve already done for me.  You’re amazing,” and with that, he rolled onto his back.

Erica then sat up, looked at his cock which was standing straight up, and straddled his legs facing me.  She gave him a few strokes and pressed his dick down as she slid forward pinning his cock beneath her pussy.  She slid forward and stopped about an inch before she reached the head of his cock.  She looked at me and smiled.

I smiled back and said, “That’s some hand job!”

Erica then reached down to her pussy and spread her inner lips so that they were now on each side of his dick.  She then began to slide slowly back and forth.  Each time she slid forward on his penis she got closer to his dickhead.  Ken was really beginning to moan and raise his hips each time she got near the end of his cock with her dripping pussy. 

Erica seemed to sense that he was getting close to an orgasm and stopped moving.  She leaned back and rested a moment. As she did, Ken reached up and grabbed her tits.  As he kneaded her soft breasts, he slid his left hand down her side and slowly lowered it to her pussy.  I watched intently as he began rubbing her clit, and then slid his fingers down so that he was lightly stroking her ruby red inner pussy lips.

She sighed and leaned back.  As she leaned back toward Ken her pussy rose up a bit off of his cock and Ken quickly slid his fingers over her open pussy.  Within a moment he easily slipped one, and then another finger into her wide open vagina.  Erica started moaning as he worked his fingers in and out of her.

I could tell she  was close to cumming when she said, “Stop Ken.  I want to rub my pussy on your cock again.”

Ken withdrew his fingers, pushed his dick down again, and leaned back. Erica resumed sliding up and down his dick, but she was now sliding down onto the ridge of his cockhead.  She seemed to really enjoy the sensation of him rubbing against her inner pussy lips. 

As she continued, she moved further down his dick so that the bulbous head of his cock was pressed against her wide open pussy.  Ken could certainly feel this and began to thrust his hips upward each time Erica moved toward the tip of his throbbing penis.

I watched as my wife  literally ground her pussy down onto my friends dick.  From where I was sitting I could see that at least half of the head of his dick was pressing into her.  She was watching me as she continued pressing down on him and then easing up. 

Each time she pressed downward, she got a bit more of the head of Ken’s now oozing dick into her pussy.  She smiled at me and lifted her pussy up off of Ken. His cock immediately sprang upward and rested lightly against the opening of her vagina.

Erica looked at Ken and said, “Do you like me rubbing your dick with my pussy?”

Ken moaned, “It feels unbelievable.  Can you please do it again?”

“You’ve been very patient.  I think I can do a little more of that for you before I finish that hand job,” she replied.

She looked at me and smiled.  She leaned forward a bit and began lowering herself to pin Ken’s penis down again.  As I gazed at the sight before me Erica lowered herself a bit too fast, and the bulbous head of Ken’s cock slipped completely into her dripping pussy.

“Ohhhhhhhh, wow!  I didn’t mean to do that,” she panted while remaining with his cock partially buried within her.

Ken moaned, “Don’t stop, don’t stop!”

I stood up next to her, placed my hands on her shoulders, and pressed downward.  I was mesmerized as I watched Ken’s cock disappear completely into Erica’s vagina.

I said, “I don’t think a hand job is going to cut it anymore.”

With Ken’s dick fully embedded in her pussy Erica let out a low guttural moan and said, “Is it okay?”

Ken immediately replied, “It’s fantastic.  Please don’t stop.”

Erica looked up, shook her head, and said, “I figured it would be okay with you Ken.  I was asking Tom.”

I smiled to let her know I was fine with it.  She smiled back and moved slowly upward until only the tip of his dick was still within her.  She then moved very slowly downward allowing only the head of his cock to pop back into her waiting vagina.  After repeating this motion a few more times she sank down allowing his penis to fully enter her.  They both moaned in unison as she settled on him.

Ken reached up and grabbed her breasts with both hands.  Once again he explored her breasts thoroughly.  He ended up grasping her nipples and stretching them outward at least an inch as Erica resumed her vaginal dick massage. 

I couldn’t take much more myself so I dropped my pants, removed my shirt, and climbed up onto the bed with them.  Erica reached over and immediately began stroking my dick.  I moved closer and Erica lowered her head and sucked my cock into her mouth.  It was pretty amazing watching Ken’s swollen member pumping in and out of Erica's super soaked pussy as my cock slid in and out of her mouth.

I reached down with one hand and placed my fingers on both sides of Erica’s clit.  I rubbed it lightly and then began to pull the surrounding lips upward tightening the area around her vaginal opening.                        

Ken sounded like he was going to cum at any moment so I said, “Would you like to watch me stick my cock in Erica?”

He quickly pulled his cock out of her.  She let out a loud moan as he withdrew his cock. “That would be so hot!” he replied.

I pulled Erica toward me and pushed her down onto her back.  I looked at Ken and said, “You can get as close as you want and watch as I enter her.”

Ken moved down as I climbed between Erica’s spread legs.  He was only inches away as I rubbed her clit with my dick.  I then used my penis to rub the gaping opening of her pussy that Ken had stretched wide as he vacated her.  I rubbed the head of my cock around the opening as Ken reached up and again started playing with Kristen’s nipples.  I lowered myself into Erica’s waiting vagina as Ken watched every inch of my cock disappear within her.  I slowly began to pump, each time withdrawing my cock until only the tip was within her.

Ken slid his hand down her stomach until he was touching her clit.  He began massaging it as I continued working in and out of her.  Erica certainly seemed to be enjoying all of the attention.  I watched as Ken seemed to be moving in for a closer look.  He actually had his head resting on her stomach.  He then stuck out his tongue and licked Erica's clit.  I was okay with that as long as he stayed away from me.  He continued to lick her as Erica’s groans became more frantic.

I withdrew my cock and said, “Erica said that she would make you cum, and I think you should return the favor.”

Ken jumped up to replace me and buried his cock deep within her.  He began putting everything he had left into fucking her. Erica wrapped her legs around him as he continued pounding her pussy.  Her panting and moaning were increasing with each thrust.  Ken’s pace increased as she started to cum.  He continued thrusting deep within her as she came with a violent orgasm. Within a moment he unloaded all of his built up cum deep into her pussy and collapsed on top of her.

 The two of them stayed like that for a few moments as Erica said, “I had no idea tonight was going to turn out like this.”

I replied, “I didn’t either, but it certainly was hot!”

As Ken rolled off her he said, “It was an unbelievably erotic night.  I feel like I dreamed this. I can’t wait to tell May about!  We talked many times about fooling around with you two and how hot it would be.  We just didn’t know how to bring it up to you.”

“Well, I think Erica solved that problem for you tonight,” I replied.

I watched as Ken’s cum was oozing out between Erica’s pussy lips.  She looked up at me and said, “Wouldn’t you like to cum too?  My pussy has been stretched a bit, so there is plenty of room for you, and I’m very well lubricated!”

I still had a huge erection but had never had the desire to enter a woman who was full of another man’s sperm.  As I watched Ken’s cum continue to pour out of her I said, “I think I’ll settle for a blowjob.”

I moved my throbbing dick to her lips.  she opened her mouth and proceeded to give me the most unbelievable blowjob ever.  As I began to cum I pulled out and shot my load across her breasts.  I looked down and thought… that looks like about half of what I just watched pouring out of Erica a few minutes ago.

That wrapped up our evening.  Both Erica and I are very curious to see whether playing with May and Ken will ever happen.  We’ll keep you posted.