My girlfriend of four years, Stephanie, is a stunning twenty-six year old brunette with beautiful hazel eyes. She is 5’4” with 32D breasts that are 100% natural and deliciously perky. She is always at the gym and her body reflects her hard work. She doesn't have abs but her stomach is perfectly flat and her butt is soft and perky. She's got a very flirty personality and loves to talk about sex and sports. Needless to say, all the guys adore her and I consider myself lucky to be her man. I myself am a very fit guy as I am constantly running and rock climbing. I also have many hobbies. My favorite being photography, which brings me to my story.

My buddy Matt and I have been friends since high school. He and his wife had just gone through a divorce after he caught her cheating on him. He found pictures on her phone with another guys cock in her mouth. Matt found himself at our house many nights watching the games or just hanging out. He vented to us about how she still checks his emails looking for something to make her feel better about what she did. She was always convinced he was cheating as well. We never liked her too much as she didn't get along with my girlfriend. We think she was worried my girlfriend might make a move on Matt, or that he would check her out, which I often caught him doing.

This particular night, after a few drinks, my girlfriend spoke up and said, "Why don't you give her something to find when she checks your emails? Find a girl and take pictures of you guys and send it to yourself from a fake email. Get back at that bitch." Matt continued thinking about her advice and decided he would give it a shot. Two weeks after that night, Matt was over again saying he was frustrated that he couldn't get many girls and the one he did hook up with, wouldn't let him take pictures. I guess Tinder just wasn’t what it is billed as. That night after Matt left Stephanie sadly said, "I just wish there was something we could do to help."

I jokingly replied, "Well you could offer yourself up to take the pictures with him."

She laughed it off and teased me saying, “Oh yeah, you would love that wouldn’t you?” I adore her, but it has long been a fantasy of mine to see her with another guy. We’ll role play the scenario in bed sometimes, but she has always resisted the idea.

A few days later she brought it up to me. She said, "Babe, I feel really bad for Matt. I think he needs something to cheer him up. Would you really mind if I offered myself for the pictures? What do you think? What would you have in mind?"

A little shocked she would even suggest this, I replied, "If you would really be comfortable doing this, I guess I could ask him. I'll take the pictures with my equipment so I get the right angles. We can take some pictures that suggest you’re having sex but without penetration. Maybe some of you guys naked with you straddling him or your hand wrapped around his cock? How do you feel about this whole thing?"

She replied, "A little nervous, I don't want you to get mad at me but I feel as though we should help him out. Poor guy has been so down lately."

"I agree," I said, "I'll ask him tomorrow and see how he feels about the whole thing. I can't believe we're actually entertaining the idea." Stephanie and I always have amazing sex but this particular night was wild. She came three times before I exploded my load in her pussy.

The next day I called Matt after work and asked him to meet me up at a bar for drinks. He agreed. After some small talk I finally brought it up. "So, you know that conversation we had at my house about you getting back at your ex?"

"Yeah, the whole picture scenario where I send it to myself?" he replied.

"Exactly, so Stephanie brought up an interesting idea last night. We want to help you, and if you are willing to follow along, Steph says she won't mind being the girl in the pictures," I said.

He then replied, "I don’t get it? I'm going to take pictures while I fuck her?"

"No you fucking idiot. First of all, you’re not to tell a soul about this or I'll fucking kill you. We are doing this so you can get back at that bitch of an ex," I said. "I'm going to use my camera equipment and photograph you two in positions and angles that imply you two are actually doing it. You’re not actually going to penetrate her and I'm going to crop out her face so your ex doesn't recognize her."

"Wow, you guys would do that for me? And she is okay with this?" he asked in a shocked voice.

"Yeah, she's probably going to be naked so be cool about this please. It should look legit, but we will improvise once we start," I explained.

"I understand man, she is like a sister to me so you don't have to worry. When do we start?" he asked.

"How about Friday night? After work," I said. He agreed and we finished our beers.

When I got home I told my girlfriend he agreed and that he is coming over on Friday. She was excited and nervous at the same time. I could tell in her voice. We fucked like crazy those last few days in that week. I could barely think at work on Friday. I wasn't sure how I would feel when she was naked in front of my friend. How will she feel? Would I be able to get the right shots? Wait, he is going to have to pull his dick out in front of her. How is she going to react when she sees his dick?

When I got home, Stephanie had jumped out of the shower and greeted me down stairs. She smelled delicious. Her pussy was smoothly shaved, she had gotten her nails done, and she was covered in my favorite perfume. I asked, "So, are you ready for tonight?"

She replied, "Yes, I am. I got my nails done, waxed, so I come out smooth in the pictures, and I picked out an outfit. Come see if you approve." We headed up stairs to our room and I immediately saw her outfit on the bed. She put it on and came out to model it for me. She was wearing a brand new tiny black skirt. It was loose and flopping around with her every turn. Her white blouse was also loose and showed most of her cleavage with a black lace bra under. She also had on her tall black heels that made her butt bubble even more. She then lifted her skirt and showed me her sheer lace black thong that she had bought just for today.

We cracked open a bottle of wine as we waited. I could tell she was nervous. She was drinking a whole lot faster than normal. She always loosens up and gets pretty horny with a few glasses of wine. As I poured the last glass from the bottle, we heard a knock at the door. Stephanie ran upstairs from what I thought was nerves and I opened the door. "Hey Matt. What's up?" I said as I greeted him.

He was in gray slacks and a white button down. "I brought two bottles of wine to start the night. Didn't know if you prefer red or white so I brought both," he said as we walked in.

"Perfect, let's sit down and watch the rest of the game. Stephanie is finishing up upstairs," I said. With that, my girlfriend came downstairs and we both turned around. She had put on some last minute make-up. Very sexy, I thought to myself.

Matt quickly spoke, "Wow Steph, you look incredible. No way she is going to believe I picked up a woman like you." She thanked him and went towards the second bottle of wine to pour a glass for Matt. As she leaned down over the coffee table, her blouse hung down flashing her tits to both of us. Over the next hour or so we sat in the living room talking and drinking our wine. I finally suggested we head upstairs and get things started.

As Stephanie and I entered the bedroom Matt said he would hop in the shower real quick to let us finish getting ready. As I got my camera equipment ready Stephanie sat on our bed. We made small talk. I eventually asked if she was ready to do this. “Yeah babe, of course.”

“Nervous at all?” I asked.

“Well….just a little,” she replied trying to avoid eye contact.

“Excited?”

“Would it bother you if I was?” she asked as she smirked at me.

“Baby, you know my fantasies about this. Even though you two aren’t going to fuck you’re still going to be naked together. He’s going to have his hands all over you. You’re probably even going to play with him a little bit.”

“You want to see me stroke his cock?”

I nodded sheepishly.

I couldn’t resist her at this point and she knew. She got up and approached me. We started to kiss and she whispered, “I can’t wait to play with his cock, baby.” I undid her pants and slid my hand down to her pussy and started fingering her. As she reciprocated by grabbing my cock she continued, “I want to feel how hard you are before I play with Matt’s cock.” A few moments of this went by before the bathroom door opened. We both blushed as Matt apologized for interrupting.

“No, no it’s okay. Matt go ahead and take your shirt and pants off and have a seat on the edge of the bed. Steph, go ahead and start by straddling him while I finish getting the camera and lighting set up. Oh, and take off your skirt and top too. You won’t need them for the shoot.” She shot me a sly smile and obediently listened.

As she undressed I went about setting up and dimming the lights a bit. I noticed Matt couldn’t keep his eyes off her and my heart raced.

“You sure you’re okay with this, Steph?” Matt asked.

“Mhmmm,” she replied as she straddled him finally relaxing to rest her weight on him.

“Alright, guys so we want to take photos that look real. So, I’ll give you guys some basic instructions and take a few shots. It’s supposed to look real, so above all be comfortable and look like you’re having fun. Feel free to improvise a bit. I’ll be moving around you guys to get different angles, just try to ignore me. If either of you are uncomfortable just say so and we can try something else, move onto another shot or stop altogether. Cool?

“Okay.”

“Sure thing, babe.”

At this point, just seeing my girlfriend straddling another man in her underwear would have been enough for me.

“Steph, start by slowly kissing around Matt’s neck, shoulders, and collarbone.” She listened! She actually listened! It was happening. “Matt, place your hands on her hips, but feel free to move them around to embrace her back or run up to her chest.” As Stephanie sensuously kissed he began to get comfortable and his hands began to wander. He inched up her stomach towards her bra, but didn’t quite touch it. After a few moments I said, “Okay, Matt your turn.” He began to kiss around her neck working towards her collarbones. As he did this he finally grabbed her breasts. “Pull down her bra straps to expose her.” As he did her 32D boobs spilled out revealing her perky breasts and hard nipples. Stephanie reached behind and undid her bra strap, slid it down and threw it to the floor. I didn’t tell him to, but Matt began to massage one boob and began sucking on her other nipple. He slowly alternated between the two as Stephanie’s breathing began to quicken and grow louder. She leaned her head back and glanced towards me smiling. Her eye contact said it all - she was enjoying this. If it stopped here I would’ve been happy. Her reaction got me excited. I found what we were doing to be very exciting and although they weren't going to fuck just the idea of him seeing my girlfriend naked, her enjoying this, their skin touching, and them playing with each other turned me on. I thought I would be distracted trying to get the right shots, but my mind kept wondering what was going through her head. Matt began kissing his way back up to her neck, and I told Stephanie I wanted another set of shots with her topless and her boobs pressing up against him while she kissed his body again. A few more moments of this and her pace quickened. She rubbed her chest against his and pulled her waist tighter to his.

“Okay, for this next set of shots I want you both to stand up. Embrace, but leave a little room between you so I can get the shots. Matt, start by kissing Stephanie’s neck line again and let your hands at her waist. Babe, start with one hand on his waist and the other on his chest.” They listened and I could tell Matt was fully erect at this point as his member was outlined and straining against his underwear. Steph must’ve noticed too, because she glanced and her eyes widened focused on his cock as they were getting into position. As he was kissing her one of his hands wandered to her boob and he began groping her. Steph’s breathing quickened again. “Babe, slowly bring your hand down Matt’s chest and rest on the outside of his underwear feeling his bulge.” Her hand was shaking but without hesitation she did so and began subtly kneading his cock through his underwear. “Next, bring your fingers up to the waistband. Pause for a moment and slide your hand underneath.” Again, she did so without hesitation. I could see through the fabric she had grabbed his cock and was ever so slightly massaging it. “Matt, I want you to do the same. Bring your free hand to rest on her pussy over her underwear. Then bring your fingers to the band, pause, and slide your hand under.” He kept kissing her neck while he did this. When Matt slid his hand under Stephanie’s underwear she let out a soft gasp and her breathing deepened and tilted her head slightly back. The sexual tension was palpable at this point and I watched in amazement as their hands both slowly began to pick up the pace underneath the underwear. Here in full view, without barely noticing I was there, was my girlfriend being fingered as she was stroking my friend’s cock right in front of me - and they were both enjoying it! I watched for a moment as she began kissing his neck too. I wasn’t sure how far I ultimately wanted her to go, but I interrupted to ask for the next set of shots.

“Okay, babe. Go ahead and take off your underwear and get on your knees.” As she did she looked at me, her face flush and eyes wide from the excitement.

“Now, I want you to place the side of your face against his dick. Close your eyes and open your mouth like you're longing to take him. Next curl your fingers over his waistband and slowly pull it down.” Eagerly she cupped his balls, ran her fingers over his shaft and up to pull his underwear down. Exactly as I hoped his dick sprang to life right in front of her face. It grazed her open mouth and there was no way she couldn’t have been thinking about anything other than taking his member into her mouth and sucking him. He was impressive too. He was every bit of eight inches and proportionally thick. Thus must’ve been a thrill for her as I’m slightly above average at six-and-a-half inches. With the side of her head still pressed against his pelvis and her mouth still open, lips grazing his cock, she opened her eyes and looked lustfully at his member. I saw her tongue peek forwards him to taste him. I told her, “Now, stroke him slowly a few times and guide him towards your mouth. Stop just before though.” She actually listened to me. She was enjoying this just as much, if not more than I was. As I checked my camera after every shot I noticed he was leaking pre-cum as she stroked. She then leaned forward with her mouth open and stopped right before his cock. If she were to close her mouth, half of his head would be in her mouth. She kept her mouth wide open as I clicked away. It was then where I noticed that I caught a picture where her lips accidentally grazed his cock and his pre-cum had gotten on her lips. Gracefully she was bringing his head just up to touch her lips. As I moved around to get the shot from different angles the tip of his head would pop in and out in incrementally smallers bits, as if she couldn’t help herself from edging further.

Needless to say I was rock hard. When I told her I got the shot I needed, she stopped and licked her lips to taste his salty precum.

“That’s perfect, baby. Now go ahead and stand up. I want you both to embrace each other like before. Matt, go ahead and place one hand on Steph’s breast and the other to her pussy. Steph go ahead grab Matt’s cock.” She stood up and moved towards him grabbing his dick and without instruction began fully stroking him. As he moved towards her his right hand found her right breast and his left hand fell to her pussy. They both were kissing each others necks, but as his fingers slid into my girlfriends pussy she stopped and let out a genuine moan. She made eye contact with me. I could see the lust in her eyes. I could hardly believe this was happening. I was aching with desire and jealousy.

“Don’t stop, but I want you to bring your foreheads together to meet each other’s gaze.” Without skipping a beat they did. This seemed to intensify their passion. They made eye contact as he fingered her and she stroked him. Both breathing heavily, at this point their open mouths met and they began to kiss. Stephanie was more or less at a point of no return. “Great, one last thing before we move on. Stephanie move behind Matt and press yourself to him. Use one hand reach across his chest to pull him in and the other to stroke him. Matt, I want you to reach around and finger her if you can. Baby, kiss his shoulder and look towards the camera.” As she looked towards the camera and me she slipped me a devilish smile. She knew what I was after and she was enjoying every bit of it.

She never broke eye contact with me as she stroked my best friend’s dick towards me. “I want a reverse shot too, baby,” she said panting. Matt came behind her pressing his cock into her ass. He cupped her breasts and began to finger her. She tilted her neck, inviting him to kiss her there, as she reached around to feel for his throbbing member. Stephanie was always the exhibionist and as he thrust his fingers deep into her she began to moan into his ear. “Oh, that feels so good, Matt.”

“Perfect, okay now I want you both to lay on the bed. Start by fooling around and running your hands across each others bodies. Matt, suck on Steph’s nipples. After a few moments baby, I want you to kiss your way to Matt’s groin.” They needed little encouragement and wasted no time. Matt’s fingers were exploring deep inside my girlfriend while his lips judiciously worked between her nipples. Stephanie was panting deeply with her fingers wrapped around my friends cock stroking him like she does me on a daily basis. The scene wasn’t different from most any other nights of ours, except this time she was with another man and she was enjoying it as much if not more so because of the thrill. Stephanie was always a bit of an exhibitionist as she enjoyed filming ourselves or masturbating over Skype if either of us were away. She met my gaze. Her eyes communicating so much. Here was the woman I love overcome with pleasure from another man. There was a subtle pit in my stomach watching her stroke my friend, watching him finger her, suck on, and kiss her body. Hearing her moan, so visibly enjoying it. Despite it all, I couldn’t turn away. I was so hard. I wanted to push him aside and thrust deep into her. I don’t know if she would’ve stopped if I asked her to. I smiled and winked and she let out another deep moan.

Stephanie pushed him away and crawled on top of him with his dick pressed between them. She began kissing down his body, dragging her tits across his chest, then abdomen, and groin. Pressing her tits around his cock and stroking him with them for a moment. She looked up to meet his gaze while she titty fucked my friend. Then moved down and began kissing the side of his cock. It almost seemed that she kissed and licked him with more care, diligence, and fervor than with me. She took him into her mouth and he began to moan. With every slurp and bob I felt a twinge in my body unable to look away or stop taking photographs. As she wrapped her lips around my friends cock she made sure to meet my gaze. This went on for a solid minute or two before she moved her way back up his body in reverse. Again taking his large throbbing glistening member between her breasts, kissing all the way up his chest.

“Okay, Matt, your turn,” I said. He got the idea.

He began fingering her and sucking on her nipples again. He began to kiss his way down her chest and abdomen, until he got to her pussy. He slowly kissed around it before beginning to eat her out. With both hands on her hips and his face buried between her legs, Stephanie thrust back into him. Her moans became louder and louder and thrusts more regular. She pulled one of his hand up to her breast so he was groping her as he was eating her out.

“Oh, God, Matt. Ohhhhh, ohhhhhh, ohhhhhhh, ffffuuccckk.”

One hand guided Matt’s hand as he groped her breasts and the other on his head. Stephanie turned her head toward me. Her eyes half slit and lips quivering as her body bucked almost uncontrollably. I blew her a kiss as she continued to moan. I couldn’t control myself. I put the camera down and went to her side. I kissed her passionately and began sucking on her free breast. She reached into my pants and started stroking me. I stepped towards her and she pulled me into her mouth. She sucked voraciously and stopped to catch her breath.

“Ooooohhhhh, fffuckkk. I need you. I need you in me. Please, fuck me!” she gasped. My stomach sank but I wanted to see it as badly as she wanted it. Matt stopped, unsure of what to do next.

“Okay, baby. Straddle Matt to make it look like you’re riding him.”

She did and at first he was sitting up sucking on her breasts when she began pressing into him. Then she pushed him down and started dry humping him moving back and forth. She was still panting heavily and as wet as she was had no issue grinding back and forth into him. They both wanted it at this point and he struggled to force himself into her. I watched for a moment more before I suggested a new angle.

“Okay, great job, baby. Now lie on your back. Matt, hover over the top of her. Now baby, grab his cock and bring his head just up to your pussy as if you were guiding him in, but stop just before.”

As she was doing this she began using the head of his dick to masturbate. With every stroke he edged closer to penetration. Her moans indicated he pressed just a little further every time. With her hand guiding his dick she pulled him ever closer and she raised her hips to meet his throbbing engorged member. She was using the head of his cock and was now thoroughly rubbing her clitoris. She was aching for him, but turned to look at me.

She met my gaze seeking approval. While looking me in the eye, my girlfriend was masturbating with my best friends cock. As she looked at me she whimpered, “Oh god, Matt. Fuck, you feel so good. You’re so fucking hard. Ohhhh, I want you.”

She let out a soft breathy moan and closed her eyes as he slid into her for the first time. With his initial thrust he sank about half of his cock into her. With his second she took all 8 inches. He continued thrusting and began kissing her. She leaned her head forward and bit his shoulder, then turned to look at me while he pushed deep into her.

“Ohhhhhhhh fffffuuuuuccckkkk, Matt,” she said as she pulled him out and retreated her hips. She again met my gaze with eyes wide open and her mouth open gasping for more.

“Perfect baby, you’re doing great.” I said. “I want you both on your side. Turn to face me. Matt wrap one hand underneath her and reach up to grab her breast. Kiss her neck and with your other hand place it on her hip to pull her into you. Baby, grab his cock and bring it to your pussy to look as if you’re helping him guide him in to take you from behind.”

This was it. She couldn’t take anymore. This was one of her favorite positions and I knew she wouldn’t be able to resist. Just as before she held his cock and brought him to her pussy. She began massaging her opening with his head. The moans came again, stronger, louder than before. The entire time never breaking eye contact with me.

“Oh Fuck. Ohhhhh Mattt, Please. Please fuck me.”

I got every shot. With every stroke he edged closer. She was rubbing the tip of his cock on her engorged clitoris. With every stroke and subsequent thrust they got a little closer to penetration. The tip of his head began popping in and out. My girlfriend, the woman I adore and sexually idolize, was becoming a goddess right in front of me. My friends arms wrapped around her. Groping her tits. Kissing her neck. She was stroking him into her as I was watching and hearing her call out his name. Writhing in pleasure she met my gaze again. Biting her lip, trying to hold back, but still moaning and calling his name.

“Oh, god Matt. Ughhhh. Matt, you’re so hard. Fuck me. I need you in me. I need your hard cock in me.”

As we made eye contact he slipped into her. I kept snapping shots as my best friends cock easily slid up my girlfriend’s soaking pussy. My favorite shot of the day happened at that moment when my Stephanie’s head tilted back, both their eyes closed, and her mouth opened up, letting a deep moan out. She moaned louder, with her eyes closed she threw her head back into his chest. They began kissing passionately as he thrust into her and she pushed back into him. With a seamless rhythm they were fucking right in front of me. She pulled her mouth away from his and continued to moan.

“Oh fuck. Don’t stop. Don’t stop. You’re soo hard. You’re soooo fucking deep. Fuck me, Matt. Fuck me.”

Their pace quickened. She begged him to go deeper.

“Oh God, cum for me Matt. I want you to cum in me,” she moaned. I inched closer to her and she reached inside my shorts as she was moaning and started stroking my cock. I was in pure bliss. After a few minutes of this, Matt couldn’t take anymore. Without a condom he began to cum. My best friend was cumming in the woman I love. She cried out, “Oh god, I’m cumming, Matt. Don’t stop. Don’t stop. You’re cumming so deep in me.”

Her body began to tremble and she let out a final moan as she climaxed before coming to a rest. Maybe it’s because he was bigger than me or just because of the situation, but I have never her seen her orgasm like this before.

Grabbing me by the cock she pulled me to the bed. She hungrily started sucking me. Still soaking and full of my friends cum she climbed on top of me. She easily forced me into her and I slid right in. I was so horny from all of this it was only a few moments before I came. She rolled off of me and lay between us flushed and utterly exhausted. “Well, that should make her jealous,” she sighed.

*Inspired by a story from Rhill2u*