Note: This story was dynamically reformatted for online reading convenience. ï>¿My Girlfriend's Sleepover by Joannestillyoung Two girlfriends discover each other. My name is Joanne and my story starts on a snowy winter night in north Texas. My husband and I are empty nesters and like to have our friends over quite often. On this night our friends were heading over for game night, Carol and Barry were our age, early 60's and both Carol and I are a little overweight. On this night Carol came over first and Barry was coming after work. After she had been there a while her phone rang, it was Barry telling her he had to stay at work because the night shift couldn't come in due to the snow. We assured Barry she was safe and could spend the night with us. We played a few games, drank a ton of wine and had a really good time. Around 11:00 my husband Joe said he had drank enough and he was going to bed. We laughed at him and called him an old man, I might even have called him a pussy, lol, too much wine. Carol and I stayed up another 2 hours or so talking. I'm still not sure how, but at some point our discussion turned to sex. She confided in me that her and Barry hardly ever had sex anymore, something that Joe and I still had plenty of. I told her she should buy herself a toy to help her on those long stretches, and to my surprise she said she didnt need one, she takes care of herself in the shower. Now if you knew Carol, that's a very surprising statement, she's pretty conservative and the last person you would expect to hear that from, Again, maybe too much wine. I was happy for her, at least she was still getting some pleasure. I'm not sure what it was, but the thought of that small chubby girl masturbating in the shower was turning me on. I knew right then and there I would be grabbing a toy and taking care of myself tonight, especially since Joe was passed out in the bedroom. We finally went to bed around 1 am and I headed straight for my toy drawer, and then the shower. While I was in the shower, I had a crazy idea. It was now around 1:30 am and I decided to take my favorite toy and head downstairs to the spare room where Carol was sleeping. I stood outside her door, opened my robe and started enjoying myself. I have to admit, I was a little concerned that I was getting so horny thinking of Carol masturbating in the shower, Am I now bisexual? A lesbian? No, I just think that most woman appreciate other women's body's. The more I played, the wetter I was getting. I was so worked up I came twice while standing there, but I still needed more. I slowly and quietly opened her door hoping to see my friend sleeping, and as I did, I heard small little moans coming from inside. To my surprise, I wasn't the only one masturbating that night. There was Carol, laying naked on the bed taking care of business. The way the bed is set up, she could only see me if she looked to the left and back towards the door. Now I had a perfect view of Carol lying there on the bed, naked and playing, and what a view it was. She was lying there, legs partially spread, and rubbing her clit wildly like someone who hasn't gotten laid in a very long time. I guess like me, the talk of sex got her going tonight, and boy was she going at it. I didn't dare turn on my vibrator for fear that she would hear it, so with no other choice, I went to work with my hand and fingers. Even though I'm 60 and sometimes need a little help with some lubrication, I didn't that night, I was soaking wet. I came again almost immediately. There we were, 2 friends masturbating together without one of them knowing the other was watching, or so I thought. What happened next, blew me away. Carol turned and looked right at me and said, "get in here and shut the door before Joe wakes up." Needless to say, I was dumbfounded. I just stood there for about 10 seconds with my hand still on my fun area not knowing what to do. She said, "just get in here, we're both doing the same thing anyway." I slowly walked in the room with my robe wide open and closed the door behind me. I looked at her and told her that this was crazyand we shouldn't be doing this. Once again she shocked me by saying, "I know, but what the hell, there's a first time for everything right?" All the time she was talking, she never stopping what she was doing, not even for a second. I was so turned on, and drunk, that I walked over to the chair in the in the corner of the room, dropped my robe and sat down completely naked. Carol smiled and continued what she was doing. I just sat there, watching her and slowly rubbing myself. She was loving the fact that she had an audience, and after a minute or two, she really started going at it. watching her was just too much for me, I needed more, so I turned on my vibrator and went to work. The thought of me playing with myself in front of Carol while watching her play with herself was just too much, I quickly had a massive orgasm. After watching each other have multiple orgasms Carol told me to join her on the bed where it would be more comfortable, but I told her I would rather sit in the chair so we could see her better. I asked her if she wanted to borrow my vibrator and she told me she had never used one. I suggested she try mine and that she wouldn't be sorry. She agreed and tried it. She started playing while watching me, and after a few seconds her eyes became super wide, all she could say was, "fuck, I need to get one of these!" and to my surprise, she squirted all over the bed. Sitting in that chair, watching her squirt was the sexiest thing I have ever seen and without even realizing it, I was rubbing and fingering so hard I came all over the chair too. Now I know we were probably making a lot of noise, but I don't think Joe heard us since he was upstairs and passed out. I looked at the clock and it was now 3:30am, we were doing this for almost 2 hours, and as much as I was enjoying what we were doing, my pussy was on fire. I finally got up, walked over to the bed and kissed Carol on the forehead. I whispered to her, "keep it, have fun, I have another one upstairs." I walked out of the room and went upstairs. I washed my soaking wet pussy, and went to bed. I woke up the next morning not knowing what to expect. Once I got up the nerve, I got dressed and went downstairs. I don't know how, but Joe was already up and gone to work, presumably very hung over. Carol was in the kitchen having coffee and when she saw me she said, "Good morning, so how did you sleep?" We both laughed and I told her to shut up and get me a cup of coffee while I process what the hell happened last night. While Carol was making me coffee, she turned and said, "I don't know how you feel about last night, but I completely enjoyed what we did with absolutely no regrets no matter how crazy it was, and besides, there's no reason two good friends can't have their own little secrets." I looked her straight in the eyes and told her that I agreed completely. I told since we had nothing else better to do that day, we should smoke a little of Joe's pot and see what the day had in store for us. Carol just looked at me with a giant smile on her face and nodded in agreement. I finished my coffee, figuring I was gonna need the caffeine to get me through the rest of the day. When I finished, I went and got a joint from Joe's little stash. We smoked it over a second cup of coffee and some toast laughing and giggling like two schoolgirls. I told Carol I had an idea and to meet me in my room in 5 minutes. I went upstairs, put on a pair of sexy white panties and left Carol a note to meet me in the bathroom. I grabbed my suction cup dildo and turned on the shower. I attached my rubber friend to the wall, pulled my panties to the side and backed into it. I was in the shower, fucking my dildo while wearing sexy white panties, I was hoping that Carol would like what she saw when she came in. She came in about a 3 minutes later and all she said was "Holy shit, you look incredible doing that" We have a very large shower that you could literally put 4 people in, so I told her if she wanted to join me, she could. Carol dropped all her cloths, walked to the shower, opened the door and just stood there. She told me she didn't know if she was ready for that, so I told her if she was more comfortable, she could just watch me for awhile. Carol started laughing and said, "did you really think I wouldn't come in there, move over and I hope you plan on sharing that thing". The rest of that day was absolutely mind blowing and I'll get to that in chapter 2