This is a fantasy from long ago about a black, female engineer friend.

I am an Electrical Engineer, military computer design was what I did. Now I'm seventy-one and own a small store in a small town about seventy-five miles north of San Francisco. I sell mineral specimens, jewelry and Grateful Dead memorabilia.

There was a black, female engineer friend that I'd known many years ago and sometimes, as I'm staring up into darkness waiting to fall asleep, she walks gently back into my consciousness, smiling and laughing. And... I remember her. This incident took place about three months before my future wife, Carol and I, first got together, forty-three years ago.

Her name was Jennifer and she was black. Very black. She was that black that some call Purple. She probably still is but I've lost track of her and we haven't talked in over thirty years. Actually, she was my friend from work first, but Carol and her had hung out together a lot and became quite close.

I've been unable to locate her. She probably married and had a dozen kids, she'd talked about having kids many times. I'd really like to see her again before I die. I find myself thinking thoughts like that more and more now. Carol would like to see her again too.

Jen and I were very good friends and could talk about anything, even sex, but we never made it into bed together. Damn, maybe I was really dumb. Actually I think I got the best deal I could ever hope for with Carol, but I could've been very happy with Jennifer too I think.

We actually showed each other our genitals one time and masturbated, which is what this tale is about. Well, we did a lot more than that actually, but we never touched one another sexually.

It was 1970. I was twenty-eight, she was twenty-six and we both worked for an engineering company in San Jose in Northern California. About three months after I started, she'd hired in and as a manager, I was tasked with training her.

The only real Task turned out to be trying to keep my hands off of her, and my mind on engineering. What I really wanted was to throw her on the ground and fuck her until neither of us could walk or think.

She was beautiful, very smart and a damned good engineer. Very strong and had no trouble telling anyone to go to hell if they made her angry. I'd seen it happen and I never wanted to be on the receiving end of her fury. One guy had made some off-color comment and walked away a flayed, bloody mess. No one ever said anything out of line to her again.

She'd fit my profile for The Woman of my Dreams very well, but she worked for me. I was drawn to her but never did or said anything because I didn't want her to get pissed off and go away.

We soon found we both lived in the same apartment complex, Lake Terrace in Mountain View, so we wound up carpooling and became very close friends. No sex though.

It was a Friday night, about 7:30, and we'd been home for at least an hour when she called me. She'd sounded funny so I asked if she wanted me to walk over for a Scotch and a talk. I'd never known a woman that liked Scotch like I do before.

She said she'd be right over and when she arrived I fixed us a couple drinks. I love Laphroaig Islay, an 18 year old single-malt, and 2 ounces in a rocks glass with one ice cube was kind of heavenly for both of us.

We sat in my living room, across from each other in separate chairs and talked for thirty minutes or so about a movie we'd seen and other innocuous things about work. Sipping Scotch and just relaxing, enjoying each other's company. Then she totally stunned me with a question.

"Can you explain to me how a guy masturbates?" she'd asked.

I sat there with my mouth hanging open and finally, being the dumb dork I could be sometimes, said, "It would be a lot better if I showed you."

She sat dead still for about 3 seconds looking at me and thinking about it. Then she'd smiled and said very softly, "Okay."

She had this look on her face. Surprise, pleasure and anticipation mixed with wonder, eyes wide, and a smile. She was beautiful sitting there and I started to get very excited.

I waited for a minute or two to see if she'd change her mind, then reached down and slowly took off my shoes and socks. I stood and pulled my shirt off and finally undid my belt, taking my pants off. I was doing this slowly, stripping for her really but, being the engineer I am, I folded it all neatly.

I kind of ran the flat of my right hand down the front of my briefs across my cock and could feel myself start to get firmer. I stopped that though, I wanted her to see it all. Give her a complete lesson and watch me get hard.

I pushed my briefs slowly down and let her see my cock. I didn't shave, am about two inches in diameter, six and one half inches long, and always very horny. Her intense scrutiny made me get even harder. I felt like a super-stud porn star right then.

She'd let out a soft sigh and my cock jumped, pulsing a couple of times, as my excitement level jumped. She moaned even louder when that happened, then licked her lips and I almost lost it right there.

Seeing her very pink tongue slipping slowly back and forth between her very black lips was one of the hottest things I'd ever seen. They weren't huge lips like some black women but they were big and incredibly sexy.

I thought that maybe I'd finally gotten lucky with Jen, but that didn't happen, at least not like I was hoping it would. As I started slowly stroking my cock she smiled, then grinned and licked her lips, but her eyes never left my cock. They were wide open and she'd had this look of wonder and amazement on her face.

Her mouth crept open and all I could think of was putting my cock there. Hell, she was twenty-six years old and it was difficult for me to believe that she'd never seen a man play with his cock before.

This was in 1970 and the Internet did not exist yet, it would be another 13 years before it would come along. It actually started in about 1958 with DARPANET, a defense department network, then ARPANET and email about 1969. TCP/IP, packet data transfer came in about 1974, and then USENET, the first real public network and finally it became what we know now. I helped design some of it. Shit! The engineer in me.

She watched for about half a minute then stood up and motioned for me to stop. I'm just standing there, feeling slightly foolish with my very hard cock in my hand wondering, why?

"Do you want to watch me too?" she finally asked very softly, looking directly at my hand holding my cock. My mind was racing and I was desperately hoping this was finally going to get us in bed together.

She kind of blushed and I do not know how to describe that. Her skin tone just changed, became a little darker, maybe lightened, I don't know. I'd never seen a black woman do that before and it excited me beyond belief. My cock just jumped hard, right out of my hand, and slapped against my stomach.

I said, "Oh God yes. I would love to see that. That'll make it a lot easier for me to show you the whole thing. You've already seen the start but it's going to be a lot easier for me watching a naked woman masturbating too."

Then she looked directly into my eyes and slowly stripped for me. Just like I'd done for her. Never taking her eyes off mine as I studied her body. One piece of clothing at a time. First her dress which was a soft, grey wrap around thing that moved like flowing water when she did.

She untied it and, taking her time, unwrapped it. It was a strippers move like I'd done for her, slow and sensual. Her bra and panties were matching see-through red lace and seeing the contrasts of her black skin through that red lace started my blood boiling.

When she'd reached back to unclasp her bra her breasts lifted and stuck out farther, and my mouth started to water until I had to swallow several times. Her dark nipples were poking out openings in the lace and I understood why her nipples always stuck out. Every time I'd seen them I loved them.

She let the straps just slide down her arms until they caught on her elbows but she held the cups up to her breasts with her hands for a moment. She looked up at me with a kind of, 'Oh shit, what have I done.' expression on her face and very wide eyes. Then she smiled and just slowly dropped her hands, taking the cups with them until the bra dropped to the floor at her feet.

God, her body was gorgeous and I had to think about something else before I erupted. I wanted this to last for as long as possible. I also wanted to suck those nipples and just devour her, eating her and licking and whatever else we could think of. She had a couple tattoos on her upper-left arm. A Celtic Cross and something else and I decided to ask about those later.

Her breasts were big and firm. They were thirty-six C, she'd told me before, with smaller areola, much darker than her breast, and big nipples. She just stood there in red lace hip-hugger panties (My personal favorite) and shoes and I just stood there and ogled her.

My cock was pulsing and twitching and she was staring at it. It had started to ooze pre-cum and that was dripping off the end and onto the carpet. She'd glanced down at it on the carpet and that was very exciting too. And she'd lick her lips with that very pink tongue.

I didn't dare touch it right then. I just let it drip and the thought, 'I'm going to have to clean that up.' passed through my mind. Just a fleeting thought though, because all I wanted to think about was Jennifer and her naked body there in front of me.

She leaned down to take off her shoes and when she'd bent over, her black breasts just kind of 'Flowed' forward and hung there, and I wanted to bury my face in them. She'd looked up at me as I stared at them, jiggling and swaying as she moved her arms. Then she did it deliberately for a minute or two.

She smiled then and deliberately shook her shoulders making them sway and flip around more. Again I had to swallow several times to keep from drooling. My cock got harder and oozed more and twitched several times.

She stood, stuck her thumbs in the waist band of her panties and slowly rolled them down her legs. She must have been very wet then because the crotch stuck to her sex for a second or two.

Her pussy was flat, just a slit. The lips did not protrude and the inner ones were tucked up inside.

'She shaves very close.' was my thought. She'd told me that too, and I wanted to just slam my face between her legs and devour her. I had so much saliva in my mouth I had a to swallow several more times.

We just stood there looking at each other. She stared to my cock and I switched my gaze between her pussy and her breasts. I was as excited as I had ever been and I just wanted to stand and stare for as long as possible. I wanted to burn this image into my mind forever, and I did. I still see it at night sometimes.

I started slowly stroking my cock and she'd stared at my hand moving over it. She reached down with her left hand, spread her lips and inserted two fingers of her right into her pussy, then started to rub her clitoris with them. I immediately stopped stroking myself before I came all over her, me and everything else in the room. Her odor hit me like a wall and my whole world narrowed to seeing and smelling her.

She gave a little shake and, with her fingers still buried in her pussy, grabbed a chair and drug it toward the center of the room. I followed with another and we placed them facing each other about three feet apart. I almost beat my cock to death banging it against the chair as I struggled with it. I was so excited, I just couldn't get coordinated.

She moved like an Olympic athlete and laughed at me as I struggled.

I'd laughed too and that lightened things a little. Then I sat and kind of slid down in the chair until my butt was on the edge. My balls were hanging over the edge and I started to slow stroke my cock again.

She sat and did the same thing, just following me by about two seconds, and when I stroked she slipped a couple fingers back into herself.

When I grabbed my balls, she took her fingers out and grabbed her whole pussy with her hand and squeezed. We were both breathing a lot harder then and moaning softly as we masturbated ourselves. Watching each other intently.

She copied me for a few minutes and finally whispered, "I just had to show you too, and it really turns me on to let you watch. I've wanted to do this for a long time and when you said you'd show me, I couldn't resist."

I whispered, "God Jenn, what the hell are we doing?"

She whispered back, "Learning a lot of neat new stuff. About life and each other. We'll have to really think about this later, but right now I just want to let you watch what I do as I watch you. I have wondered what guys looked like doing it. Masturbating.", and then she smiled at me and I almost lost it again. But everything was suddenly OK.

We'd speed up until we were ready to go off like bombs and then slow down or completely stop. At one point, I don't know how much later, I got up and brought back twp cold sodas. She was still laid back in the chair, legs open and her body fully exposed to me and as I walked back, cock stiff and swaying, her body quivered and her breasts moved.

As I bent over the side of her chair to hand her a soda I could see her marvelous tits and her pussy, open and very wet. I could smell her even more and slowly took a very deep breath through my nose. I wanted to touch her so bad I wasn't sure I could stop myself.

God, what tits. Full and heavy, but when they moved, the sight shook me like an earthquake. Her skin was very black and her nipples and dark spot around them were even blacker. I wanted to grab them and suck on them so bad.

I could see her crotch up close and I could smell her excitement. It was heavy, musky, soft and sweet too, and I will never know how I kept from coming all over her.

She was staring at my cock, sticking straight out, about a foot from her face and hard enough to use as a weapon. It throbbed and kind of ached and bounced up and down every time my heart beat. I still think about that scene sometimes when I masturbate.

I slowly went back to my chair and sat down again. I started to stroke myself again but she gave this Shushing sound and indicated for me to stop and follow her lead. She started fucking herself with her right hand and playing with her tits and nipples with her left.

I started stroking myself, at her speed using my right hand, and was pulling on my own nipples with my left, just as she was. They're quite sensitive actually, so that was turning me on a lot too.

She'd speed up, then slow down or stop and just lay there and pant. I'd just follow her lead and it seemed to go on forever. At one point she switched hands and was sucking the juices off her right hand as she fucked herself with her left.

It took me a couple of seconds to follow her lead. I'd been leaking pre-cum all over my right hand and I wasn't sure I wanted to suck my own cock. I finally just did it, but it seemed like I waited for five minutes. I do not remember what it tasted like, I was to interested in her response.

Another big, soft smile and a lick of her lips was it. She later said it took me about 5 seconds and that she kind of fell in love with me at that point because she never thought I'd do it. SHIT! My ego soared at that statement.

I was speechless. Struck absolutely dumb, with my mouth hanging open. She stood up and leaned toward me, reaching out and just gently lifted my chin with the back of her right hand then cupped my face with it. I stood also and reached across, stroking her left cheek with the fingers of my right hand and then did the same cupping move to her face.

As I remember it, we both snaked our tongues out at the same time and licked each other's palms. I stroked hers slowly, several times with just the tip and she did the same to me. The same hands we'd both just licked free of our own cum.

But I could taste her, very subtle but there, and my breathing went to almost explosive inhales and exhales. She did the same thing and her breathing was not slow either so I thought she'd tasted me too. At least I'd hoped she had.

That's the only time we touched each other that night, but it didn't end there either. We sat back down and just looked at each other. I was still so dumbfounded all I could do was stare at her with an intense expression on my face.

She just sat and looked back for several minutes then finally stood up and went into the kitchen. She was a little wobbly as she'd walked and I knew just how she felt. I'm not sure today if I could have stood up then.

She came back carrying a couple of wine glasses and a cold bottle of something white. When she handed me my glass she bent way over and sniffed. I could hear her take a deep breath and sigh it out as she stood up with this crooked smile on her face.

She was smelling me just like I had done to her and THAT almost made me come. She poured me a glass and when she did she stood very close with her pussy about six inches from my face. Just like I'd done to her. And I could see the lips twitch. They were also very wet and her juices were slowly running down her thighs and I wanted to lick them clean for her.

Damn, she smelled good. It was very hard to not just reach out with my tongue and lick her. She later told me she'd wanted me to do exactly that, but was glad I'd stopped. She'd wanted to swallow my cock and lick my balls at the moment when I stood before her and she'd smelled me.

I guess smelling me really turned her on because she started rubbing herself again as she backed toward her chair and sat down again and I just followed along. I kind of liked her in charge. It felt good knowing she liked what we were doing.

She sped up then and was pulling on her nipples and moaning, and I just followed along, loving every second of it. As she switched breasts I did too just following along and we started masturbating looking directly into each others eyes.

After a few minutes I started watching her face as she stared at me stroking my cock. Her eyes would widen and her eyebrows arch and then she'd smile or lick her lips and I almost asked her what she was thinking. Then she'd glance up at my face and I'd switch to staring at her as she fucked herself with her hand. I was sure my face was expressing the same things hers had.

We just kept doing that until she started to climb toward orgasm and I was following right along with her, as usual. All of a sudden she started to shake and moan and her eyes rolled back in her head. Then her head snapped back and her back arched up, shoving her tits toward the ceiling and she choked off a scream.

She jerked her head back down, snapping her eyes open. lockIng them on my cock and I exploded, moaning, shaking from head to toe and. We both had massive orgasms.

I couldn't have formed a lucid thought right then if I'd had to save our lives, but I'll never stop seeing the images of her having that orgasm. She just shook from her head down her arms to her hands, down her torso to her hips, then her legs. That still is the sexiest thing I have ever seen. I sincerely hope I can see that image in my mind as I die.

I must have shot six or seven times and it arched out between her legs and under her chair, almost hitting her. All this time I just switched between watching her face and her crotch, capturing image after image in my mind. I still see those images and they turn me on as much today as they did then.

Then something happened that I had never seen before, she squirted. When she did she took a quick, very deep breath and moaned very loud, almost a scream. Then she kind of just melted. At least that's what it looked like to me. She relaxed completely, all of a sudden and all over.

She looked at me and smiled this beautiful little smile that just melted me. I had never been that completely satisfied before. We must have sat like that for 30 minutes and looked at each other. In all that time we'd only said a couple words to each other. I have very hazy memories of us getting dressed and her leaving. I didn't even kiss her goodnight or say a word and neither did she.

This all happened a couple of months before Carol and I met and I introduced them soon after we did. I wanted to hide nothing from her and these were the two closest people on the planet to me.

Carol knew Jenn and I talked and told each other everything, but she didn't understand why. I never told her about that incident. I waited, wanting them to get so close that nothing would ever drive them apart because I hated the thought of losing either one, then I just never told her. I would NEVER have touched Jen in a sexual way either, unless Carol asked me to.

After that night, Jen and I just completely relaxed around each other. We'd thought we were close before and understood each other, but that was pale compared to what we wound up with. Complete trust in each other. We each held a piece of the others soul in our hearts and hers has never left mine. I'd like to know if she still has mine. I chose to think she does.

We never talked about it and we never repeated it. I'd thought about it off and on and I'm pretty sure she did too, because I'd see these sidelong looks every once in a while. I'd see it in her eyes when I caught her looking at me. I know she caught me too. But, we never talked about it.

About 6 months after that incident Jen told me that she wanted to try another woman, a couple, and said, "Carol is my top pick right now so you would just kind of come with the package I guess."

I'd wondered why she never brought up boyfriends. I'd told her about my girlfriends and even having sex with them. At that time talking about gay and lesbian stuff wasn't something that was done much.

We never talked about that either and not doing so has turned into the single biggest regret of my life. A month after she told me about the threesome idea, she transferred to another facility with more pay and a managers position. The job was clear across town from where we lived, so she'd moved after three months and we saw a lot less of each other.
I've wondered a few times through the years if she was a lesbian and decided probably yes, she was. I didn't give a shit, I'd just wanted her any way I could have her. Married to two women is the way I've decided I would have liked it. Even if they got each other more than I got them, I'd get to watch.

We kept in touch for several years and then lost track of each other. Carol and I had moved to Germany for two years and when we got back she'd left for another company and I never found her again. That is incredibly sad to me. I hope she was as happy as I've been for the last forty three years.

Now it's a sad but oh so wonderful memory that I'll always have. I've adored my wife since we met and would never change it. But what the three of us might have had and shared for all those forty three years haunts me some times when I lay awake, staring into the black void over my bed.

I'm always depressed then and sometimes I shed a tear or two but then I roll to my right and gather my still beautiful wife in my arms and I'm okay again, for a while.

And I drift into sleep, smiling, thinking of all the years we've had.