What Are Friends For
A Ms. Neb Story
mr_neb@hotmail.com

She just came right out and said it. We were just having a casual lunch like we had done many times before. The subject matter was the usual girl talk and then out if the clear blue, she said it.

"I need to tell you something Julie. Matt's and my sex life is OK but it really needs spicing up. My fantasies have been running so strong lately. They have been driving me crazy."

I just sat there in complete silence. I didn't know what to say. As she kept talking, there seemed to be an increasing sense of desperation in her tone.

"My thoughts and dreams have been getting so erotic lately but I'm so timid that I can't seem to be able to act on them. That has just made everything all the more frustrating. I'm scared even telling you this. You have always been so much more adventurous than I am. Can you help me, and us?"

"Am I hearing you right, Ann?" I replied. "Are you asking me to help me improve your sex life?"

She nodded sheepishly.

"Well sweetie, "helping" can be interpreted several ways. What to you mean here? Are you just talking about suggestions or are we talking about something at bit more, shall we say, participatory?"

She lowered her head and looked embarrassed. I knew what the answer was.

"Ok, but how far do you want this to go? Are you really serious about this? I wouldn't want your feelings to get hurt when it's too late to turn back."

Ann seemed to be relieved at this point. "Oh Julie! I trust you completely. You are my best friend. Whatever you think is best is fine with me."

"Alright Ann. I guess you want me to take control of the situation don't you."

"Oh yes, Julie. Please."

"Ok then. This is what I want you to do. Make a light supper for you and Matt and have it out by the pool. Wear your sexiest bikini. Make it all romantic. By eight o'clock, I want you and Matt to be necking pretty heavy. I'll come in through the side gate."

The plan was set and I must admit I was already getting pretty moist in anticipation of the evening's fun.

I arrived at Ann and Matt's beautiful home right at eight. The summer sun was just setting and it was comfortably warm with just a gentle breeze. From the side gate I could see that patio and underwater lights wonderfully lighted the whole pool area. I entered through the gate wearing only my yellow bikini. Even at this point I was breathing pretty heavy, causing my breasts to swell and strain against the almost too small top.

Ann had done exactly as I had suggested. She and Matt were lying together in a chaise lounge chair. She was partially on top of him with one of her legs slipped between his. They were kissing very passionately. In mid-kiss, Ann glanced up and saw me approaching. Matt, with his eyes close, saw nothing. As I approached, I could see that Matt was pretty excited. His erection was pressing hard against his loose fitting swim trunks. There was a dime-sized wet spot in the middle of them. His legs were moving with lots of body language. He was desperate to have his crotch touched. Ann was adding to his frustration by just rubbing his face, neck, chest and stomach with her hands. She was intentionally avoiding the bulge between his legs.

I knelt down beside them, Matt still unaware of my presence. I heard Ann whisper to her husband, "Honey, keep your eyes closed. I have a surprise for you. Don't be startled. Just go with it."

Matt replied simply, "Ok baby."

Ann continued to lie on Matt but she stopped kissing him. I leaned over and planted a big wet-lipped kiss on him. Matt reacted with a twitch from the unfamiliar contact. He opened his eyes, saw me, glanced over at Ann, realized that all was well, and proceeded to surrender. Our mouths parted and our tongues wetly played with each other. At that point, Ann finally grabbed Matt's cock while we were still kissing. He moaned with delight. With a saliva-covered mouth, I got up and stood before my two best friends lying on the lounge chair.

"What's going on here?" Matt asked to no one in particular. Ann was lightly stroking his big cock, still covered by the thin swimsuit material.

"It's OK honey," Ann answered. "I asked Julie to come here tonight. She is going to help make this a wonderful evening."

"That's right Matt. Just relax and enjoy yourself. I promise to make this very memorable. You're off to a great start. That's it Ann. Keep stroking Matt and make him feel good. Let me put on a little show for the two of you."

The soft music playing in the background was just perfect. I seductively danced while I slowly caressed my body. My hands rubbed up along my thighs, over the string to my yellow bikini, over my waste, and up over the side of my breasts. Just the tips of my fingers quickly passed over my nipples. They were already hard and noticeable through the thin material of the tiny top. I continued my show with increasing intensity. I started rubbing all over my body but initially avoiding my breasts and between my legs. I must say, I was getting pretty turned on by all of this. I guess I am a bit of an exhibitionist because the idea of Matt and Ann watching me just added to the excitement. While my hands caressed my stomach and the exposed areas of my breast, I could feel the warmth and wetness increasing between my legs. I was really getting into this. I was really turning myself on!

It was time to increase the heat. I ran my open hands over my breasts, rubbing them, lifting them and squeezing them through the flimsy bikini top. Eventually my hands made their way down between my legs. When bringing them back up, I could smell the sweet scent of my own wetness.

While I was putting on the show, Ann's face was buried into Matt's neck, kissing and nibbling. She had slipped her hand up the leg opening to Matt's swimsuit and was stroking him directly. Matt's eyes where riveted on me but he was returning his wife's favors by massaging her ample breasts and gently tugging at her nipples that were now quite evident through the pink top of her bikini. We were all enjoying ourselves.

"Ann", I said. "Why don't you ask Matt if he is enjoying himself? Does he like what he sees? Tell him everything is alright with you."

Ann had no problem getting the hint.

"Matt, honey. Do you like looking at Julie dance for you? I can tell that seeing her rub herself excites you. I don't blame you. She is such a beautiful woman. She is turning me on as well."

Ann put her face right to Matt's ear and in almost a whisper she added, "Do you want to fuck her?" She was being intentionally provocative and doing a great job. "Do you want to fuck my best friend? Do you then want to see her make love to your wife?"

"Oh yes baby! I sure do!"

They embraced and kissed. When they were finished, it was time for my exhibition to move to the highest level.

"You two are making me so hot! It is so exciting to see your hand beneath Matt's suit, stroking him like that. My pussy is just dripping with the thought of what he looks like and what it would feel like to have him deep in my mouth or my pussy. Annie, I'll show you mine if you show me Matt's?"

She smiled, took her hand from beneath his suit, and pulled it down, fully exposing him. She resumed her grasp and gently pumped him. He was beautiful! Ann's hand barely made it around its girth. It was quite long, perfectly straight and completely hairless. Ann's caresses kept causing crystal clear syrupy precum to ooze out with each stroke.

"What a beautiful cock you have there Matt! I love seeing a hard fat cock leak precum like that. Let me show you where I'd like you to put that."

I raised my foot onto the corner of the chair, opening my legs. I ran my hand up and down the crotch of my suit and circled the hard bud of my clitoris through the narrow stretch over my pussy. The yellow material was soaked through and easily visible to my two friends. I slipped my hand beneath my thong bottoms and my middle finger instinctively found its mark, right between my slippery pussy lips. It felt so good to feel myself. I withdrew my hand and quickly removed both pieces of my bathing suit.

"My! It feels so good to be here naked. Look at me, both of you. Look how excited I am. Look at how my pussy is dripping with my juices. See it running down my legs? That is all in anticipation of what will happen later."

I moved closer to them, all the while rubbing my pussy and squeezing my large breasts for my friends.

When I was right next to them I said, "Look at my pussy Matt. Can you see how ready I am." I slid two fingers deep into my cunt, almost causing me to come right then and there. I moved them back and forth a few times. The sound of wetness were very clear. My fingers glistened in the romantic light. It was not difficult to smelling how aroused I was.

"Mmmm. That feels so good! Here Matt. Taste me. Taste my pussy juices!"

With two fingers I parted my lips and made another deep thrust into by dripping opening. After withdrawing I moved them over to Matt's mouth but instead of sliding them into his willing mouth, I made sure that I slid the warm slippery wetness all over his lips. His mouth glistened with my juices.

"Kiss her Matt! Kiss you wife quickly! Let her taste another woman's juices!"

He obeyed without hesitation. Before Ann had any time to react, Matt pressed his lips hard against her. His juicy tongue brought my taste deep into her mouth. There were both moaning and licking each other like wild animals! I had to get off! I was driving myself crazy. I wildly began rubbing my clit and sticking my fingers into myself until I came in a thunderous orgasm. I felt warm slippery cum seep out all over my hand and run down my legs. The gentle breeze caused it to evaporate, sending tingles throughout my body. My orgasm was just subsiding when the two of them finished kissing.

"It's your turn now Matt. Show me the beautiful body of your lovely wife."

Ann relaxed and laid on her back on the lounge chair. Matt lifted Ann's leg, showing me the damp soaked crotch of her tiny bikini bottoms. He deftly removed her top, releasing her luscious breast. Her nipples were so taught and erect. Matt pulled the tie string of her bottoms and in moments we were all naked. I continued to give Matt directions.

"That's it Matt. Kiss those beautiful breasts. Lick her nipples to get her even more excited. Oh yes Matt! Show me her pussy. Yes. Part her legs. Spread her pussy lips. Let me see her. Yes, like that. Oh my! Rub her gently Matt. Rub her mound and beside her beautiful lips. Yes, like that. She love that, see? She's so pink, juicy and inviting. She is dripping! Put them in her. Put your fingers inside her. Oh yes! Now make her come! Fuck her with your fingers. More! Faster!"

Ann was wildly thrashing on the lounge and screaming. "YES Matt! I'm coming! Oh it feels so good! I love you! I love you Matt!"

There was no mystery that Ann had her climax. I could see her pussy clench down on Matt's fingers. Like me, Ann sputtered plenty of cum during her orgasm. Matt's hand, Ann's thighs, and the chair were all wet.

While Ann temporarily recovered, I took Matt by the hand and had him stand up. Ann just lay there and looked over to us. Matt was a beautiful man. He was perfectly tanned and just the right physique. His hands and arms were strong and his stomach was flat and toned. He stood before me. His eight inch cock was sticking straight out from his body, his large balls were hanging tantalizingly below. I squatted in front of Matt, holding him at the hips to steady myself. I intentionally spread my legs in a very unlady-like way. The cool air continued to excite my pussy and my juices just continued to drip to the ground.

"Watch me Ann. Watch me. I'm going to give you a lesson on how to suck cock! All I ask is that you play with yourself the entire time."

Matt looked straight down at me while I began. I intentionally avoided the dribbling tip and instead, started licking the side of his cock. I ran my extended tongue all along the thick shaft and continued to talk as best as I could.

"Mmmm. His cock is so warm. I can feel the blood surging through it. I want it so bad! Look at me Annie. Look at me suck your husband's cock. See? I'm kissing and licking his balls. Watch this Annie. This drives them crazy! See? I put my fingers into my pussy getting them all wet and slippery. I know this drives men crazy. They really get off watching me rub my own juices all over their cock. They want you to lick and suck your own cum right from their cock. Men love the idea of a woman tasting a woman. Frankly, I love it too! I love sliding his dick across my face, smearing it with warm pussy juice and precum. If I'm not careful, he'll come right there but we don't want that, do we?"

Ann was living up to her part of the bargain. She had propped herself up to give herself a good view. She was busily rubbing her tits, squeezing her nipples and just about every time I glanced over, her fingers were sliding in and out of her pussy or rubbing her exposed clit.

"That's it Ann. Make yourself feel good while I continue to suck Matt's cock."

Talking was now more difficult. I slid Matt's juicy cock deep into my mouth causing him to expel a great moan and a huge amount of precum into my mouth. The taste was incredible. His juice was so sweet, thick and quite warm. I had no problem tasting my own juices as well. There was something real exotic about sucking my own pussy wetness from a man's cock.

"Ann, watch what I am doing now. This is very special. It helps a man imagine what may come next. Matt wants to come so bad and he wants to come all over me. Here is how I show him that it is OK."

I began massaging Matt's balls and scratching at them with my long fingernails. I felt Matt grow even harder and bigger in my mouth. My head was moving faster and faster, sucking him in and out of my mouth. I made sure I was very noisy about it and very messy. I took him from my mouth and slowly slid my lips up from the base to the tip of his wet cock. Precum pressed out each time I repeated the stroke.

"Show him you like his taste Ann. Lick him like this."

I extended my tongue and slowly slid the tip through the clear juices that had emerged. Matt groaned and secreted more.

I returned him to my mouth and gently stroked his shaft with my hand. Plenty of sweet syrupy precum coated my willing tongue. I really love doing what I did next. I softly slid his thick member from my mouth. I added lots of my saliva to all that delicious precum and let it flow from my mouth in a slow stream. I intentionally wanted the thickened bubbled mixture to resemble cum in every possible way. I wanted him to know that I loved the idea that he may soon provide me with the real think. I made quite a show if it. I slowly slid Matt's cock across my parted lips while dribbling surrogate cum all around it.

I really liked this. I really loved dribbling warm saliva from around a man's cock and feeling it warm and wet, flowing onto my breasts, between them, down my stomach and between my legs.

Matt was quivering now and loosing control. I knew that he would come very soon. I grabbed hard at his balls and slipped him from my mouth. Spit covered my lips and chin. I licked his shaft as fast as I could to keep him at the brink without going over. I looked at Ann. She had driven herself to the edge as well. Her breathing was fast and shallow. One hand was wrapped around her giggling breasts, the other was feverishly working at her pussy.

"Talk to me Ann! Talk to me!" I said as best as I could. "What do you want me to do? Do you want me to stop? Do you want me to keep going? Matt is so close honey. He is so close to coming! TALK TO ME!"

She was having trouble forming words. There were lots of groans.

"Oh Julie, Julie! I don't know! I've never felt like this. I am so excited! This is all so hot. I never thought it would be so exciting to see another woman suck my husband's cock! You are so beautiful, so uninhibited, and so sexy. I wish I could be more like you! I am about to make myself come!"

"Listen Ann", I continued while still slobbering all over Matt's magnificent dick. "Your husband needs your help. He is going to have a coronary if he doesn't come soon. Do you want me to do it? Do you want me to suck him to orgasm."

"ANNIE!", Matt shouted.

"Oh Julie! Oh Matt! I'm coming. I'M COMING! Make him come too Julie. Do it!"

It wasn't easy but I managed to start sucking hard on Matt while still looking at Ann. Her whole body shook and quivered while she made herself come. Her hand just froze with several fingers thrust deep inside herself. Erotic wet sounds came from between her legs. It was impressive. When her climax ebbed, her hand fell away to her side. Her legs were straddling the lounge, fully exposing herself to me. The brilliant pink flesh of her inner folds was soaking wet and contrasted sharply against her dark tanned skin. A small pool lay between her legs. I could smell her cum from where I was.

It was time to relieve poor Matt of his problem. When I was sure that Ann had recovered enough to watch me, I went to "work". I was like an animal. I was sucking wildly. Saliva was flinging all over. My breast where dripping. The saliva trickled down between my legs and joined with my juices before dripping away. Several times I brought the slippery wetness from my pussy and rubbed it all over Matt's thrusting cock. I had no hesitation to licking it all back off again. I could tell this was adding to his enjoyment.

My first indication was the deep grunts Matt started to make. His legs began to buckle and I was afraid the he would not be able to stand through to the end. I felt his balls in my hand lift up closer to his body. His cock was very deep in my mouth at that time so the swelling at the base was felt by my lips. Precum slid into my throat for the last time.

Matt threw his head back and let out a loud groan. My tongue, resting all along the engorged shaft, felt the knot of Matt's orgasm rocket through the entire length. A strong burst of cum pressed hard at the back of my throat and filled every void not occupied by the spurting member. Instantly my tongue was coated with the man's ejaculate. It was thick, like a milk shake, with a very strong but enjoyable taste. I was no novice to having a man's cum in my mouth but it felt unusually warm. With Matt's impressive cock filling my mouth, there was no way I could hold even that first eruption. Thick white cum began seeping from the around my lips. I felt it trickle from my mouth, coat my lips and begin to cling to my chin.

With Matt just beginning his orgasm, I wanted this to be a spectacular sight. Both of my friends where watching me. I opened my mouth very wide. Matt could see how his creamy white semen was coating the inside of my mouth and my tongue. I flicked my warm coated tongue along the sensitive underside of his cock while he continued to spurt. A streak ran across my cheek and into my long blonde hair. I made no attempt to control anything. Another squirt spattered against my upper teeth causing some to slide into my mouth and the rest to cling to my lips and face. Other spurts struck my tongue and dangled in obscene threads. I made sure that Ann could see every long spurt strike me somewhere on the face or in my mouth. When Matt could no longer generate long strands, I laid his cock between my breasts, letting the warm oozing cum collect in my cleavage. Slowly his still firm cock slid through and smeared his sticky cum between my breasts.

When Matt was completely spent, I stood and walked very slowly over to Ann. I watched her eyes dart all over my naked body, stopping at every location dotted by her husbands sperm. His scent was manly, very strong and I loved it. I made no attempt to reduce what had just happened to me. I made no attempt to stop the cum from sliding further down between my breasts. I ignored the droplet that was dangling from my nose and tapping at my upper lip. I wished I could have seen the white streak of cum sliding down my cheek. I made sure that I did not swallow the heady cream that still coated my mouth and lay thick at the back of my throat. I did not wipe away the thick stringy threads that ran from one breast to another.

Reaching the chair, I dropped to my hands and knees and skulked over Ann's prone body like a lioness about to consume her prey. My large cum-spattered breast hung down and swayed while I made my way up between her legs. I paused for a moment to look at her still spread pussy.

Even through the strong scent of Matt's ejaculate, I could sense the faint aroma of Ann's nectar. With no preamble I thrust two fingers deep into my friend's juicy pussy. She let out a gasp. I spent just a short time fucking her with my fingers and then I withdrew and continued up her body. There was a look of trepidation but willingness on her face. I looked deep into her eyes and said nothing. I took my hand and smeared her own juices around her mouth then I let my arms buckle and I collapsed on top of Ann. Our breasts pressed hard against each other. I dropped my face to hers and kissed her deeply. My tongue, still coated and tasting like cum, pressed deep into Ann's mouth. She did not pull away and soon we were in an oblivious state of rapture. We kissed wildly. I let a mouthful of saliva and cum flow out and then into Ann's mouth. Our tongues alternately thrust into each other's mouths, tasting, sharing, and exchanging Matt's thick seed. We kissed each other's faces. We reveled in the naughty feeling of lesbian sex yet sticky and smelling like Matt's cum. Semen and pussy juices made our bodies all slippery while we writhed on the lounge. The smell of wet sex was thick in the summer air.

Now I had no doubt that Ann had totally surrendered to the thought of me loving her. I moved down her slippery body. In turn I took each breast into my wet mouth, still velvety from Matt's cum. I suckled at each nipple and circled them with my tongue. I licked the salty and sweet tastes of both man and woman from her body. Slowly I traversed her body, licking her, leaving a trail of saliva on her stomach. Down I went until I was at her pussy. It was aromatic and exhilarating. I loved the look of her plump lips, eager for sucking, and her protruding clitoris, desperate for another shattering orgasm.

I licked her slowly from her anus, up over her opening, to her clit. Her taste was as sweet as any flower, her juices thin, slippery and abundant on my tongue. I plunged into her deeply with my hungry tongue. I savagely licked from side to side, sucking the essence from her. I made sure that my lips were rubbing her clitoris the entire time, charging her to another climax. My tongue was still deep within her when she came. My face was flooded with the elixir of womanhood. I now smelled like woman but I did not smell like me. My tongue remained deep within Ann until the very last twitch, the very last spasm, the very last spurt was complete. Only then did I with draw my slippery face up from her pussy.

As I had done with Matt's cum, I now did with Ann's. Matt had been standing right beside us, his erect cock being sustained by his own stroking. I stood up and wrapped my hands around Matt's neck. I kissed him with a messy mouth and thrust my tongue, bathed in his wife's cum, between his lips. Together we savored the texture, scent, and taste of liquid Ann.

I took hold of Matt by his cock and lead him to his wife. With my back to her, I straddled her body and the lounge chair. I guided Matt's fabulous dick to Ann's pussy and teasingly rubbed it all about her opening. She was still sensitive from her recent orgasm but wanted his penetration so very much. I used his cock to tease her but eventually took him from her. I circled Matt's cock with my tongue and licked his precum and Ann's juices.

I was aching to have my pussy touched, my vagina penetrated, and my body rocked by another orgasm. Under the present circumstances, only Ann was in a position to take care of me. Was she at a state of inhibition where she would be willing? There was only one way to find out. I was already straddling her so it was little effort to move up her body until my legs were on either side of her head. My shaved and dripping opening was just inches above her face. I was not going to press the issue any further but even if she did nothing I was going to drench her face drop by drop.

Looking up at Matt and still holding his cock to Ann's pussy I said, "Not yet Matt. First, fuck me."

Matt went around to Ann's head. Ann then guided his cock around my opening. She released him and in one move he thrust his organ home. I released a loud groan and yelled about how good it felt.

"Make her feel good Matt", I heard Ann say. "Use that beautiful cock to make her come! Make her feel as good as you make me feel!"

And oh my! Did it feel good! Matt pounded me with thrust after thrust. I was delirious with the feeling of being so filled. I tried as best as I could to please Ann again but it was no use. I couldn't concentrate. In just seconds I was coming. Then there was a new sensation! A tongue! Ann's tongue was flicking at my clitoris while her husband was fucking me to orgasm. My whole body shivered and I exploded in ecstasy. My pussy spat with cum, wetting them both! I tried to hold myself up over Ann but couldn't. I collapsed on her soft body.

"Now me darling", Ann begged to Matt. "Do me now!"

My vision was just clearing when I saw Matt's penis again. It was slick and shimmering in the moonlight. Instinctively, I sucked him completely into my mouth. I now tasted my own cum and I loved it! I released him and watched him penetrate his wife. He resumed his thrusting. The sight of Matt using his cock in such a talented manner was so damned hot. It was so wonderful to have my face so close to the act. I was fascinated by the sight of the sleeve of thin skin on Matt's cock riding up and down as he fucked his wife. Her pink inner folds would leave her body as he withdrew as if trying to hang onto him. His cock was covered in a thin film of juices and they smelled magnificent. The wet sound of their love making was driving me crazy. I was so excited that I could feel my juices leaving my pussy. That meant that they had to be dripping on Ann's face.

I lowered my face and again licked Ann's clit. Her juices and Matt's precum electrified my tongue. Almost immediately I felt the sensation of Ann's tongue in my pussy. We both moaned. We were all racing to orgasm. Ann, as inexperienced as she was, was making me feel wonderful. Her licks and sucking were in all the right places. She stopped only as her orgasm took hold of her.

"I'm coming. Julie! Matt! You're both making me cum! I feel so good! It feels so good to have you both there! Oh it feels so good to lick you Julie. I didn't think I could but I love it. I love the feeling of my tongue in your pussy and your juices on my face."

She couldn't speak any more. Her orgasm began while Matt was still thrusting in and out of her and I was feverishly licking them both. I envied Matt's cock. It must have been feeling every squeeze and clench that Ann could deliver. I began to feel and taste Ann's cum emerging from around Matt's cock. She seeped all around him and I licked as much of it as I could from her pussy and his shaft.

Matt was now coming. He let out such deep groans, almost of agony, and then pumped semen into his wife. I watched his magnificent body all through the process. His chest and stomach muscled tightened and rippled. His buttock clenched to iron hardness. His neck stiffened and the veins swelled. He stopped his thrusting and I just watched the twitching of the base of his cock that was the subtle evidence that he was filling his wife.

When I knew he was finished, I pushed Matt away. His creamy cock slid out with a wicked plop. A huge drop of cum dangled from the end. Quickly I took him into my mouth and then withdrew him, sucking the thick warm cum from his shaft.

I wanted to see a well-fucked pussy from as close as possible. Ann's pussy was still open, exposing her deep insides. Wetness was everywhere. Every bump, every fold, every fleshy surface was covered in a thin white coating of cum. The smell and taste of sex was very strong and wonderful.

Into her I plunged my tongue. I wanted to bathe it in Matt's thick ejaculate laced so perfectly with Ann's cum. It was all so warm, wet, heady, and erotic. I drank as much of the two of them as I could. As my reward, Ann came again, spurting my face.

Ann had not neglected me through all of this. The last orgasm was to be mine. I arched my back and lifted my head up and shouted through cum covered lips.

"That's it Ann. Like that! You're making me come! Inside! Put your tongue inside! Use your lips on my clit! Oh yes! Like that! Like THAT!"

Over the edge I went, quivering violently all the way down. My pussy dribbled cum all over my lover's face. When it was over I turned around on Ann. Our last act together was to lie there, face to face, arm in arm, kissing with slippery lips and hugging our sticky bodies.