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Friends With Benefits

My name is Cindi and I am a 52 yr old average looking women that tries to take care of myself. My husband Jim and I have been happily married for over 30 years and have what I think is a pretty good sex life. Jim is in my opinion a typical guy that is always thinking about sex, reading about sex and surfing the internet looking for you guessed it, SEX! ? I am not a prude but am not as easily distracted as Jim. I do enjoy reading books with sex in them and yes many do arouse me. I don’t take matters into my own hands as often as I would like to unlike Jim who probably does daily. I do fantasize about the people I read about and what it would be like to be in the situations they find themselves in while reading a good part in a book. But I don’t read anything too erotic unless Jim brings me something he has read. Even in those situations I often wonder what it would be like to throw caution to the wind and finally let loose. I know Jim would be right there with me.

We have couple that are great friends (Mike and Stephanie) and we are always flirting back and forth. They are just a little younger and both are very attractive. I catch Jim staring at Stephanie whenever we are together. He just smiles at me when he knows he has been caught. I am not jealous at all since we have been together so long and trust each other. I find her attractive too so I don’t blame him. He rarely notices me stealing looks at Mike because he’s a guy and is thinking about sex and anything related to sex. ?

Here is where it gets good. On Saturday all 4 of us had gone out for the evening for dinner and drinks. We did a little warm up drinking before we left. Jim didn’t drink so he could be the designated driver. So, I was feeling pretty good before we left Mike and Stephanie’s house to head to dinner. We are close friends that hug and kiss each other in greetings and goodbyes but tonight Stephanie was feeling good and was a little more touchy feely with Jim. He wasn’t complaining because fantasizing about fooling around with them was sometimes part of our foreplay leading up to sex. Stephanie is very pretty and Mike is also very good looking. Jim had no problem expressing his fantasies about Stephanie. I’m not jealous at all and neither is Jim which makes it a lot of fun to fantasize out loud. Besides they are great friends and attractive to boot. While my fantasies are pretty vivid in my mind I don’t share them as easily as Jim can. It’s not that I don’t visualize having another partner or partners for a wild time or maybe being restrained while some stud has his way with me. I just have a tough time saying it out loud.

We finished our drinks and headed out to dinner and some more drinks. I sat across from Mike and Jim across from Stephanie. Tonight for some reason I was feeling pretty horny. Maybe it was the drinks or maybe because I had on a summer dress that showed off my 34C tits and a lacy white thong. Or maybe it was because Mike just looked extra hot tonight and Jim and I had just talked the night before about seeing our friends naked sometime.

As the night went on I started to accidentally on purpose rub my leg against his. He would always just look at me and smile with an almost “I know what you are doing” type of smile. After a while he would rub his foot up the inside of my calves ever so slightly. My nipples were hard most of the night which when Jim pointed it out to everyone I had to blame it on the AC in the restaurant. My face went flush as I now had 3 people staring at my chest. But it also made me horny or I guess hornier. I was definitely getting damp. Jim was going to get a good fucking tonight.

We finally finished dinner and headed back to our house to continue the evening. I sat sideways in the seat so that I could talk to Mike and Stephanie in the back seat. Both were feeling pretty good from the cocktails and I just stared as Stephanie stroked Mike’s hair as we talked. His hand was high on her thigh and her skirt had gotten even shorter showing just a glimpse of her red satin panties. We have seen our share of lingerie and nakedness as we have been to a few clubs and beaches where one might expect to see this. But even though we have talked about it in fantasies to rev up an evening I didn’t expect it to get me so worked up with our friends. I mean sure we flirted and there was always sexual innuendo between the guys but this was within reach and there was no awkwardness. Everyone was just feeling good.

We got to the house and Jim poured some drinks and made himself a double since his driving duties were over. He said he had some catching up to do. It was a warm clear night and we sat on the back deck looking at the moonlight reflecting on the small lake behind the house. Jim went inside to use the bathroom and I followed him in to grab some snacks. There was just a low light on in the kitchen so it didn’t shine too much onto the patio to ruin the beautiful view. I was in the hallway looking in the pantry and had bent over to grab some pretzels when I felt this hand slowly slide up my inner thigh and lightly brush across my pussy through my panties. I said “knock it off Jim” because that was something he always did. Now a hand cupped my breast and I turned around to bitch at Jim but was speechless when I saw that it was Mike and not Jim. He said “I have wanted to do that for a long time”. I was thinking me too in my head but said nothing. He leaned down and kissed me and my head was spinning but I returned the kiss. One hand cupped the back of his head and the other grabbed his ass and pulled him in tighter. I hadn’t kissed another man in a long time and my god was it hot. I quickly regained my composure and grabbed the pretzels and headed to join the others. When I approached Jim and Stephanie in the dark I saw Stephanie’s head leaning over on Jim’s shoulder and his arm was around her. Mike came up behind me and I motioned for him to be quiet. We stood and watched for a little while when Stephanie leaned in to kiss Jim. He did not resist. I was getting so hot just watching without them knowing we were there. Mike grabbed my ass and gave it a gentle squeeze and this sent a shock wave straight through me. I cleared my throat and we walked up. Stephanie just rested her head against Jim but neither bothered to separate.

All kinds of thoughts were racing through my head and I just blurted out “anyone want to get in the hot tub?”. Everyone said yes so fast it was almost as if it was on cue. Stephanie said “we don’t have any suits but who cares, we are all friends and you know we all secretly have wanted to see each other naked”. If we weren’t all a little drunk this might have been awkward and everyone laughed. I ran in and grabbed some towels for everyone. When I came out they were already in the hot tub. I said “no fair I have to strip in front of everyone and didn’t get to see anything”. They all agreed and each stood up and got out of the tub. Jim was sporting a half a hard on already. Stephanie bounced over with her perky 32B’s and a nicely shaved pussy. She had a slender body with a nice tan. Her long blonde hair pulled back into a ponytail. Mike is about 6’2 with an athletic body, short dark hair, and a chiseled chin. His cock was only semi erect and it looked 6 inches already and quite thick. It had a great head on it. A very nice knob! You know where the head is bigger around than the shaft. It’s the kind I would like to see in the porn we watch. Just fun to wrap lips around and give lots of tongue action and imagine the extra sensations it would give me.

All three came over and started to undress me. This has been one of my fantasies for as long as I can remember. To be at the center of everyone’s attention and being slowly undressed by multiple people. Jim pulled my dress up over my head and it wasn’t even off when I could feel hands caressing my body. I am not sure who removed my bra and panties and didn’t really care. We just all had a group hug before someone said “now can we get back in?” We all laughed and jumped into the hot tub. We were all talking and drinking when I felt a toe sliding up my calf and then my thigh. I could tell it wasn’t Mike or Jim by the direction of where it was coming from. It was Stephanie. She gave me a coy little smile and a quick head nod as to say meet me inside. She excused herself to the bathroom and I said I needed to go also and asked if anyone wanted refills. When I got inside the kitchen Stephanie came out of the dark hallway and just dropped her towel and pressed her body to mine and kissed me. It was so warm and exciting. I let my towel drop and now we were pressed together locked in a hot kiss. Our hands gently rubbing each other’s backs and asses. I was sooo horny! We broke the kiss when Mike popped his head in the door and said “I was wondering where you two were. Why don’t you bring the party back out here where we can enjoy it too?” I was a little flush from being caught but the alcohol gave me some necessary courage. I mixed some fresh drinks and we headed back out.

Mike sat down next to me and Stephanie giggled and plopped down next to Jim. Jim said “where did you guys go and what’s up” and Stephanie reached down and grabbed his cock and said “you will be soon!” Jim looked at me and I just gave him a smile and he just sat back to take it all in. “Seriously, what’s happening?” Jim said. Mike said “if you keep asking questions then probably nothing”. With that I sat back and closed my eyes while Mike’s fingers found my very slippery pussy. I returned the favor and starting to stroke his cock. I could feel some extra motion in the water and opened my eyes to see Stephanie patting the tub edge as if to tell Jim to have a seat. As he rose out of the water I could see he was fully erect. Stephanie slide in between his legs and began to give him a slow and deep blow job. Mike said “how about I give you some of the same” as he lifted me out of the tub and placed me on the side. He took no time running his tongue over my clit and lips gently alternating between licking and sucking on my clit and lips. I was so fucking horny watching Jim getting blown in front of me while he watched me being eaten in front of him. It just pushed me over the edge and I came harder than I think I ever had.

Now it was Mike’s turn to be pleasured. We traded places and I began to slowly lick from the base of his balls, up his shaft, and circled the oversized head. His fully erect cock was about 9 inches and very thick. He twitched when I reached the top and I licked the little bit of pre-cum that had risen to the top. Stephanie came over to join me and we began to give Mike a double blow job. Our tongues were flicking all over the place. We each had one hand on each other’s tits, pinching and lightly twisting nipples and it was driving me crazy. Our other hands were stroking Mike’s shaft and gently squeezing his balls. Our tongues met at the top of his cock and we stopped long enough to enjoy a soft juicy kiss. Jim was feeling a little left out so we gave Mike a quick three-way kiss and headed over to give Jim the same treatment. His cock was still rock hard. But this time Mike was fingering both of our pussies from behind. And then it happened. Mike pressed his hard cock against my wet pussy and slowly rubbed the head back and forth teasing my clit and more importantly me! The extra large rim around that big cock head was rubbing my clit in just the right way. A fantasy I have pleasured myself to for a long time and thought would never happen. I had always wanted to be fucked doggie style while giving a blow job and now it was really happening. I had even fantasized about Mike fucking me while blowing Jim and now he was about to. I leaned back into Mike and slid my slick pussy onto his throbbing cock. I wasn’t sure I could take it all and the extra girth gave me the most awesome sensations. My whole pussy tingled and pulsated around him. I could feel it pulsing inside of me. I slid down until he was all the way in. It was fucking heaven! He began to pump me slowly at first and I matched his rhythm on Jim’s cock. As Mike pumped harder and faster I did the same for Jim. Stephanie had stopped blowing Jim and had moved underneath and was biting my nipples with just the right amount of pressure while rubbing my clit with her other hand. I began to cum and starting bucking up and down on Mike’s cock as fast and as hard as I could. My whole body shook and my pussy contracted around his beautiful thick cock. Mike too had reached his limit with me fucking him so wildly and announced he was coming too. I could feel his cock pulsate over and over again as he unloaded his cum deep inside of me. It was so intense and my body went flush for a few moments.

Jim said “that was soo fucking hot too watch right in front of me. Why haven’t we done this before?” Stephanie spoke up and said “who cares it’s happening now and it’s our turn!”. With that Jim sat Stephanie up on the edge of the tub and went down on her for a long time. I was reaching between his legs and stroking his cock. It was rock hard. Stephanie said “ I need you to fuck me now and Cindi I want to taste you while he fucks me”. So, we all moved into the house and up to the bedroom. Stephanie lay on her back while Jim slowly entered her dripping pussy. I moved up and straddled her face while facing Jim. She was moaning in deep soft moans and Jim fucked her long and slow. A bolt of lightning ripped through me when I felt her tongue touch my clit for the first time. It was nothing I had ever felt before. I had only ever done this once at a sleepover in high school but we didn’t know what we were doing and it was over too quickly to really enjoy it. This time I was going to make it count and I pressed myself down onto her soft mouth. She expertly pleasured my pussy. It was so incredible and unlike a man. She knew exactly where, how, and when to kiss, suck,caress, flick, etc. It was as if she could read my mind. No offense to Jim but she rocked my world!

Jim was getting close to cumming and so was Stephanie. He flipped her over and was doing her from behind hitting those places that only doggie style can hit. She pulled me down under her and began to caress my pussy with her tongue some more. Now Mike had recovered and offered his once again hard cock to my awaiting mouth. I took as much as I could and gagged a little. Watching all of this and fucking Stephanie was just all too much for Jim to take in and he started thrusting for all he was worth. Stephanie was moaning loudly but never broke her ultimate kiss on me. Jim went ridgid for a second as he pumped his first shot of cum into Stephanie’s wet pussy. Then he began to slowly thrust again and he pumped out the rest. Stephanie shook with a powerful orgasm as she clamped down on my clit. That sent me over the edge too. I came in waves. Stephanie continued to sweetly satisfy me as my orgasm slowly subsided.

We all lay there for a short while catching our breath and just caressing each other. After a while Mike was ready again. He slid in beside me and entered my pussy from behind. I pulled my leg up in the air so he could get in deeper. I was still so wet from the earlier fucking and pussy eating that he just slid all the way in. He slowly pumped me from behind. Stephanie began to gently rub my clit and lips and would run her fingers over Mike’s cock as he stroked in and out. She said “ this is soo fucking hot just watching Mike fuck you”. She got down real close to watch his cock going in and out of my pussy. She got up on her knees and started to tongue my clit again. She said “you taste wonderful and I just can’t get enough of you”. With that Jim said “me either” as he entered Stephanie from behind. I wish I had a picture or better yet a movie. There I was being fucked by our handsome best friend while being pleasured by our other fucking hot best friend while she is being fucked by Jim. Words can barely describe it so a video would have been better! It was almost like the good old fashioned porn that actually had a plot and some dialogue. ?

Everyone was about ready to cum. Stephanie moved up and we both were sucking on each others tits. She began to move around and Jim was trying to stay inside of her. She said “I’ve never been eaten while being fucked. Please eat me”. With that we were in a 69. We were pleasuring each other so gently and softly that the waves were building strong and fast. Mike and Jim could sense our orgasms approaching and began to fuck each of us hard. It was a new experience for me (oh hell this whole thing was) to look up while pleasuring Stephanie and having Jim’s cock inches from my face pounding her sweet pussy. Stephanie began to cum first and as I could feel the wetness in her pussy grow it sent me over the edge too. Then the guys started cumming. Boy did they ever cum!

We lay in a big pile for a while. I was alternating kissing Mike then Stephanie. It was a pleasure I had just never known before. The kisses with Mike were more forceful as the lust overcame him and very sensual and soft with Stephanie as we gently caressed each other’s bodies slowly ending in a long entangled hug.

We all showered off and headed down for a snack. We were starving and thirsty. After a while Stephanie grabbed Mike’s hand and led him to the spare bedroom. They looked back and gave us a big smile. I had to feel Mike inside of me one more time. So, he laid down on the sofa and I climbed on top. I was sore and tired but his cock inside of me felt so nice. We drifted off to sleep.

Early in the morning I heard the bedroom door open and Stephanie came out and climbed under the blanket with us. She said Jim would probably sleep all day after what she did to him. Mike woke up and Stephanie put on some coffee. I sucked on his cock while she sat at the kitchen table watching and playing with herself. Mike said he was cumming and I just sucked down on him while came in my mouth. It was so good. I went over and played with her tits until she made herself cum. It’s an incredible feeling knowing that I can bring so much pleasure that I didn’t know I was capable of.

After they left I crawled in bed with Jim and we relived the nights experience. We talked in great detail about everything and how much fun it was. I stroked Jim as we talked and I said things out loud that I never would have before. Talking frankly about being fucked, eaten, pleasuring and being pleasured by Stephanie and everything else was a huge release in itself. I didn’t feel prudish anymore. He said talking about it with me and hearing my excitement was a huge turn on and his cock said he was not lying. I knew Jim was a visual guy when it came to all things related to sex but apparently guys are just as turned on talking about it with their partners. I was still sore so I sucked on him and stroked him until he came and I swallowed it. There wasn’t much left in him but I was happy to oblige!

Never thought any fantasies would come true at this point in life, but this one surpassed all expectations.

Stephanie called later that day and asked what our plans were next weekend! This is going to be a lot of fun!

9/30/19