One of my wife's best friends Kelly, lived very close to my office. Kelly and her husband were good friends of ours ever since college. Kelly, a very attractive, 5' 6" brunette, had just had a baby a few months earlier and was home alone most days as her husband was back at work and often traveled.

My wife asked me to bring a few things over to her one afternoon since our kids were a bit older now and we had no use for our baby accessories. We had a baby gate that needed to be installed at their house and since her husband was out for a couple of days I agreed to stop by and hook it up for her. So the next day, I brought a bag of baby clothes, the gate and a few other odds and ends to work with me as I planned to go over on my lunch break.

So lunch time came and off I went to Kelly's house. I knocked a few times and waited but there was no answer. I knocked again several times and began to wonder why she wasn't answering the door since she was expecting me. Then, after another minute or so I heard her voice ask who it was and upon hearing that it was me, she began undoing the lock and she opened the door. As she opened the door I was a bit surprised by what I saw.

She had her shirt partially on with a towel wrapped around her breasts underneath. The towel added a bit more coverage since her shirt was loose and the towel reached the waist of her white sweat pants that she was wearing. I was a bit taken back and I could tell she was a bit disheveled. She apologized for the delay and said that he was in the middle of pumping and was caught off guard when I knocked. Having a few kids of my own, I remember the days when my wife did the same thing when the little one was at day care. She would pump her breast milk into bottles for use at a later time. Anyway, I apologized and told her I could come back another time, and she insisted it was fine and to come inside. I followed her into the living room with all of the things and saw the breast pump on the coffee table in front of the couch and next to it was a baby bottle half filled with breast milk. We talked briefly about the gate which was to be installed at the bottom of the staircase right next to the living room and I again asked her if now was a good time. She said if I didn't mind her pumping while I worked she was fine with me installing it now.

I acted as normal as I possibly could and said it's no problem for me. I began putting together the gate and tried my best not to stare at Kelly on the couch repositioning herself. She kept her shirt around her neck covering her breasts but slid the pump underneath. From my quick glances I could see the side of her torso and her back with no bra on of course. Again, I tried to go about my business but was rather turned on by the situation I found myself in.

We made some small talk while this was going on but this entire time I felt my cock getting harder and harder. The thought of Kelly's tits barely hidden under her loosely hung shirt around her neck and her pumping milk for some reason was really turning me on. The towel was gone an only the large shirt covered her swollen breasts. As we talked for the next 15 minutes both of us became more comfortable with the atmosphere that we were sharing. She was openly telling me about the breast feeding process and how much time she spent pumping. She then says, and I'll never forget it, that she couldn't wait to finish because the pump really hurts her nipples. She goes on to mention that the pump causes them to get so hard and raw after awhile she could hardly stand it. I was shocked and extremely turned on hearing my wife's friend talk about her breast and nipples openly to me.

I remember uttering something like, "Yeah, I remember my wife used to say the same thing'.

Kelly then said, "I can see it's having a similar effect on you."

I was caught. In my assembling the gate I hadn't even bothered trying to conceal my hard-on and apparently she had noticed. I let out a little laugh and apologized and she said not to worry, that it sometimes turned her husband on too. I said I used to love to watch my wife and it just brought back some memories.

Well the ice was officially broken now and we were both a lot more casual. In fact when she finished with one breast and started to do the next, she lifted her shirt and didn't really bother to try and cover up. I stared a little more obviously now and didn't try to pretend that I wasn't looking. We definitely had moved up a notch on the comfort scale and we were both acting like it was no big deal. I was in the middle of a conversation with her and she just sat there, holding her exposed breast, positioning it in the pump like it was no big deal for me to see.

And then, without any hesitation, Kelly still looking down at her pump says, "Well, if you'd like to watch you can, I still have one more boob to do".

Gulp. I couldn't believe were this was going.

I jokingly replied, "Well, if you insist.. Do you mind if I sit on the couch with you?" .

"Sure, might as well get a good view" she said, as I got up and walked over to the couch and sat down next to her.

I just remember how nervous I was. I sat there and watched her position her exposed boob into the cup and turn on the machine. The cup latched on to her breast and the suction started. I sat almost with my legs cross facing her with my cock bulging inside my pants. I didn't try to hide it at all at that point, in fact I was actually trying to make it as obvious as possible.

"So you like watching?" she asked.

"I do" I responded and I thanked her again for letting me observe.

I then said in a joking manner that I might have to 'lock my office door for some alone time' when I got back to work and I slightly gave my cock a squeeze on the outside of my pants. Kelly saw me do this and I think it aroused her a little bit.

"Are you going to think about me when you get back to work?" she asked.

"Well, to be honest it's going to be hard for me to concentrate on anything until I do" I responded.

For the next minute or so she quizzed me on alone time I like to have at the office. She was asking where I did it and how I did it, things like that. I think she was enjoying asking me these types of questions while I sat there watching her pump topless.

Finally without skipping a beast she told me, "You can do it here if you like."

Gulp. I couldn't believe what I just heard her say. I instantly got excited and nervous at the same time.

I didn't know how to react or what to say.

I kind of chuckled again and sarcastically said, "Oh sure, you don't mind if I masturbate right hear next to you while you pump?"

Kelly said, "Well, since we have to keep you watching me a secret, you might as well have your fun hear instead of at your office. It's safer right?"

"Yeah, I guess it is better here. Are you sure?" I nervously asked again.

She just nodded, and said, "Go for it".

Wow. I had no idea how to begin. I felt funny just standing up and undressing but I knew I couldn't let this moment pass me buy. So, I began to slowly massage my crotch with my pants still on. It felt good to openly massage my cock with her permission. This kind of started the process and she was now watching me massage my cock through my pants.
I slowly undid my belt (kind of making a little show out of it) and then my pants and slowly slid them down to my ankles. Kelly watched intently the entire time. I slid my hands beneath my boxers and slowly massaged my cock and balls again enjoying the moment. I then grabbed the waist of my boxers and slid them down slowly, exposing my hard cock to her for the first time. And just like that I was completely exposed to my wife's friend from the waist down. I leaned back a little and turned to face her. She was sitting about 4 feet away staring at my cock which was pointing up at her ceiling. She turned a little bit and watched as I began slowly stroking my cock. I used long and slow strokes up and down my shaft as she sat topless in front of me, her tits engorged and her nipples hard. She just smiled and asked me a few times if it felt good.

"Oh god Kelly, this feels so good. You look so sexy" I muttered out.

I started to talk a little dirty to her and she didn't seem to mind. I was excited to hear her talk back to me about how the pump pulled on her nipples and how hard it made them. In the midst of our mild dirty talk I asked her to show me more of her.

"I would love to see your pussy" I said, unsure if she would actually do it or just take it as dirty talk.

And as she sat on the couch, she smiled at first then let one hand fall between her legs. She rubbed her fingers over the crotch of her sweat pants a few times and it was so hot to see her do this. And then, with one hand she grabbed the back of her sweat pants and scooted them below her ass and then completely off. She didn't remove her white panties but it was so hot seeing her like that. She was sitting sideways on the couch facing me. One knee up and the other leg hanging off the couch with the crotch of her panties fully exposed for me. She continued to rub herself a few times which drove me crazy.

"You look so sexy Kelly" I remember saying to her. "Pull your panties to the side for me" I asked.

Kelly grabbed the crotch of her panties and for the first time, this beautiful girl I've known since college showed me her beautiful pussy. She had a lovely black bush and I could see her pink lips hidden underneath. She looked down at herself and slid a finger down between her legs slightly parting her lips apart for me to see. I was in heaven. Pre-cum was oozing out the tip of my cock by now and I just sat there stroking my cock as she gently caressed her pussy for me. I told her what a sexy pussy she had and how I would love to cum all over it.

For the next few minutes Kelly and I sat facing each other pleasuring ourselves. With my hand slowly sliding up and down my hard cock, Kelly was sliding fingers in her pussy slowing fucking herself. I could even hear her wetness over the gentle hum of the pump that was still suctioned onto her breast. Her fingers were so wet when she pulled them out.

"Are you close to cumming for me?" she asked.

"Yes, I am babe. You're making me so hot. Can I cum for you?" I asked.

"Yes, but you better hurry, I'm almost finished" Kelly said.

I then kneeled on the couch and scooted close to her. The leg she had on the couch was now raised up and extended, so she basically had both legs spread as far as they could be. One leg draped over the back of the couch and one leg on the floor. She looked so damn hot like this showing me as much of her pussy as she could. It felt so naughty to see this married friend in such an exposed position. My cock was an inch above her pussy, and although the thought raced through my mind about fucking that beautiful pussy I didn't want to push it at that moment. The front of my thighs were touching her thighs and ass as she was now almost on her back with her legs raised to the ceiling. The sound of the pump still milking her in the background.

I began to stroke faster with the intent of cumming all over this beautiful married woman. Her hand now circling her clit faster and faster. I remember the back of her hand brushing up against my balls as we both masturbated ourselves.

"I'm cumming!" I moaned to her.

And within seconds I began spraying her stomach. 4 or 5 of large streams covered Kelly's torso as she played with herself and gave out some sexy moans. I just slowly milked my cock of every last drop as it dripped down her lower stomach and hand, and all over her pubic hair. I watcher her come to a climax as she rubbed herself off with my cum all over her. It was one of the hottest things I've ever encountered. I collapsed back into the couch with my cock pulsating in the air. Kelly reached over and turned off the machine, her pussy still glistening wide open for me to examine. We both started laughing with delight over what just transpired. She got up and walked to her kitchen wearing nothing but her cum stained panties. I remained sitting on her couch with my cock covered in my own cum as she returned with a towel which I used to clean myself up.

We put ourselves together and I cleaned up my mess from the gate. She walked me to the front door and I thanked her again and said maybe I could drop off some more things another time. She looked at me and said she'd like that.

About two weeks later she talked to my wife and asked to borrow a few more things. I'll never forget at dinner that night my wife asked me if I'd drop of a few things at Kelly's house the next day. I told her that I thought I could if I wasn't too busy at work that day (wink).

And so, the next day I took a long lunch and took some things to Kelly's house.

I'll share that experience another time :)