Coeffecient of Friction Pt. 03

Annie was already up the next morning when I came down for breakfast.

"Lily called earlier. Wanted to know if we'd come over for some dessert after dinner."

"Dessert? Now what do you suppose she means by that?" I asked playfully.

"Oh stop, you horn dog," Annie said. "But she did mention that we should dress 'comfortably'."

She said it with a wicked little grin.

To say that I was distracted the rest of the day doesn't begin to describe my state of mind. I could hardly look at Annie without imagining her naked, sucking on Lily's tits, or fondling her pussy, or...If I hadn't wanted to let my sperm supply recharge from the night before, I would have dragged Annie back into bed at least once before lunch. If the evening was headed where I thought it might, I wanted to be able to drop at least one healthy load on or in Annie so Lily could live out her fantasy - and one of mine. So I kept my cock in my pants, even if it was making a not so subtle bulge most of the day.

Over dinner, I asked Annie, "What do you think is going to happen at Lily's tonight?....No, wait, I guess what I want to know is, what do you want to happen at Lily's tonight?"

"Tell you what," Annie replied, "you tell me, and then I'll tell you."

"Okay, sure. I'd be lying if I didn't...um...want to pick up where we left off last night," but I blurted out as fast as I could, "but if you don't want to, or you think Lily wouldn't, that's okay, too. We'll just have dessert, and that will be fine."

Annie smiled broadly, "You know, we've been married so long that we're both thinking the same thing! I want to pick up where we left off, too. Last night was amazing. I know you enjoyed it, and so did I. I kind of want to see what happens next."

"Really?" I asked. 'You're not just indulging my inner caveman? You want this, too? Be honest."

"I am being honest, " Annie replied. "I want it, too."

"So, you're really up for, um, being with Lily? " I asked.

"Yes," Annie answered. "What do I have to say to convince you of that?"

"Just making sure, my love. I really don't want to push you into anything," I said.

"I know. You are always so sweet. One of the many things I love about you....But what about you?" Lily asked.

"What do you mean?"

"I mean," Annie asked, "Do you want her, too? I think she'd like to try some things with you."

Looking back, that shouldn't have surprised me, but in the moment, I was surprised. "Well, I don't know...To be completely honest, the horny side of me wouldn't mind. We both know she's an attractive woman. And she clearly has a fun and naughty side...but...," I paused for a second.

"But what?" Annie asked.

"But I don't know how I'd actually feel afterward. I mean, I'm sure I would enjoy it physically in the moment, but I can't help thinking that I'd feel really guilty about it afterward. I've never been unfaithful to you. I know I've shared fantasies with you, but we both know that has always been just talk, not something I'd ever really considered actually doing. I mean, even if you gave me the go ahead, I'm not sure I wouldn't have this guilty voice somewhere in the back of my mind telling me not to. Do you see what I'm getting at?"

"Of course," Annie said. "And I love you for it. I just hope you weren't thinking I was trying to push you into it."

"Of course not, " I replied.

"So, how are we going to play this tonight?" Annie asked. "If - or when - we get to the point where the three of us are naked and there are bodies being touched, I wouldn't be surprised if Lily asks to put her hands or her mouth on you - "

"And it might be awkward if I say no," I finished Annie's thought for her.

"Right," she replied. "Exactly."

"Well, how about this," I said. "I'm willing to bet she's not going to meet us naked at the door. I'm sure we'll just have dessert and coffee before, you know, things 'get going'. I'll find an excuse to leave the room, and you can tell Lily that we are up for anything that might happen, but for tonight, I'm just an observer - you know, along the lines of last night."

"Good plan," Annie said. "And I have another idea. What if I tell her that since it's her house, she's in charge. She can't have sex with you, but outside of that, she gets to call the shots. Whatever she wants, we'll do. Are you good with that?"

"You bet!" I said with a sly grin.

"Good," Annie replied. "Now, come upstairs and help me pick out some sexy panties to wear....That is, if you think I should wear any at all."

"Oh, I think you should. If only so I can enjoy watching them come off later."

A half hour later, we were at Lily's. She was wearing a long, loose top over a pair of skin tight leggings. Unfortunately, the top went down to about mid thigh, denying me a view of her shapely ass. A pity. I was hoping that whatever she wore would either give me a glimpse of panty lines - or, maybe none at all. What I could see of her toned legs was very nice, though. We had coffee and dessert in her kitchen, much like we had probably a hundred times before over the years. There was pleasant conversation, but little indication of what had happened the previous night. We talked about mutual friends and a new TV series and those normal sorts of things that most friends talk about. I was starting to think that the previous night had been a one-time thing, and maybe something had changed in the light of day. Maybe Annie and I had misinterpreted things? I was dying to find out, so I gave Annie's thigh a firm squeeze under the table and said, "Lily, do you mind if I use your restroom?" I wanted to give Annie a chance to bring up the what we had talked about over dinner.

"No, of course not," Lily replied. "Give me and Annie a minute to clear the plates, and we'll meet you in the living room."

My route to the bathroom took me through the living room. As I turned the corner, I almost tripped over my own feet. Right out in the open in plain sight on a side table were the vibrators Annie had told me about and a full tube of lube. There was no way these had been accidentally left out. I did a double take just to make sure I was seeing what I thought - and hoped - was real. I couldn't resist touching one of the vibes.

I took my time in the bathroom. All I had to do was pee, but seeing the vibrators and lube out in the open in the living room had put ideas in my head that were now working their way down below my belt. It took a moment to get the flow of urine going through my stiffening penis. It didn't help that there was a clothes hamper there in the bathroom, and I couldn't help but wonder if any of Lily's unwashed panties were there. I debated having a look, but thought better of it. If there were any, I'd never get my hard on back in my undies. As it was, I had to wait a bit to soften up so I could get it stuffed back into the skimpy, Speedo style briefs Annie had picked out for me to wear. By the time I was coming back into the living room, Annie and Lily were already there, seated across from each other, Lily on the couch, Annie in an overstuffed armchair. Annie gave me a discreet wink, so I knew she had talked with Lily.

I went to sit in a chair next to Annie's, but Lily stopped me.

"Don't sit down quite yet, Andy," she said. "I understand that I'm in charge, so I have a request. Go stand in front of Annie, but face me."

I stepped in front of Annie and turned to face Lily, wondering what she had in mind.

Lily said, "Annie, stand up and unbutton Andy's shirt. But slowly."

Annie did as she was told and let my shirt drop to the floor. My penis started to stiffen again in anticipation of what was coming. It made a noticeable bulge in my shorts, and there was no way to hide it. But I didn't really want to.

"Are you getting excited already?" Lily asked as she gazed at my crotch. "Or did you just wear a snug pair of shorts? Annie, give him a little squeeze and tell me if he's getting hard."

Annie's right hand dropped to my crotch and she gave me a firm but gentle squeeze. That only increased the swelling.

"Well?" Lily asked.

"Oh yes, he's getting hard," Annie said, peering over my shoulder at Lily.

"Good," Lily replied. "Now undo his belt and unzip his fly."

As Annie did so, the growing bulge in my briefs swelled out through the unzipped fly.

"Mmmmmm," Lily purred as much as said. "Now slide his shorts all the way off. But leave the undies on."

Annie pulled at the hem of my shorts and let them drop to the floor. My cock was fully hard now, straining at the pouch of my briefs so that the waistband was pulled away from my waist by an inch or so. There was a clear outline in the fabric along the ridge between the head of my penis and the shaft.

"Stroke him through his underwear," Lily said to Annie.

Annie brought one hand around my left side to cup my balls. She gently slid her right hand back and forth along my shaft, giving the head a squeeze with her fingers with every stroke. After a few moments, she tried to slide her right hand into the top of my waistband, but Lily stopped her.

"No, not yet, Annie," she said. "We're going to play a little game before we get completely naked. And it's your turn next. Step in front of Andy and face me."

Annie did as she was told, but she also made a point of backing her ass up against my cock. The pressure of her body against mine - even through a few layers of clothing - was heavenly. My penis throbbed once in approval, and I could feel pre-cum starting to ooze its way toward the tip.

"Good," Lily said. "Andy, reach around her front and fondle a breast in each hand. Grope them, but gently."

Lily reached up inside her own top to one of her tits to massage it while her other hand slid toward her upper thigh.

"Mmmmmm," Lily purred. "That must feel nice - for both of you...Andy, pull her hair back from one side and kiss your way from her ear down her neck."

I did as Lily asked, and it made Annie sigh heavily. She thrust her ass back against my cock with more determination.

"And now the other side," Lily said.

As I did so, Annie reached behind herself for my cock. But Lily stopped her again.

"Not yet, Annie. We don't want him getting too excited too soon. Just let him rub against your ass. Use your hands to unbutton your blouse."

After Annie undid the last button, I took the initiative to slide her blouse off her shoulders and let it drop to the floor. The bra we had chosen was made of stretch lace. It held her full, rounded breasts up beautifully, but was cut low enough to reveal her substantial cleavage. The open lace left nothing to the imagination; her areolas and hardened nipples were obvious. Lily inhaled noticeably as she stared at Annie's breasts. I involuntarily but gently thrust my pelvis and cock against her ass.

"She has beautiful tits, doesn't she, Andy,?" Lilly asked, never once taking her eyes off them.

Then, looking up to me as I peered over Annie's shoulder she said, "There are probably millions of guys - and more than a few women - who would love to do what you are about to."

"And what's that?" I asked eagerly.

"Unclasp her bra and cup each of her breasts with one hand."

In my haste, I fumbled with Annie's bra for a few seconds, but soon had it off and my hands on her tits by the time it hit the floor.

Lily said, "Massage her tits."

As I did so, Lily removed her own top.

"Should I take off my bra, too?" she asked playfully.

Before I could answer, Annie blurted out, "Yes please!"

Just two words. But one of the most arousing things I had ever heard her say.

Lily slipped off her own bra to reveal her small but still firm breasts. Her areolas were a light pinkish brown and also small, but they were topped with nipples that must have been almost a quarter of an inch long. They stuck straight out, firm as pencil erasers.

"Do this to Annie's nipples," she said to me. She crossed her arms and grasped each nipple between a thumb and forefinger. Gently pinching, she rolled each nipple back and forth and pulled them out slowly away from her chest. The tip of her tongue parted her lips.

I did the same to Annie and she sighed deeply as she slid one hand down toward her crotch.

"Now," Lily said, "lift up one of those tits so she can suck on the nipple."

I dutifully pushed Annie's right breast toward her mouth. She opened her mouth and extended her tongue to greet it, happily sucking the hard little nipple into her mouth when it reached her lips. Annie knows this drives me wild.

"That's it, suck it, Annie," I whispered into her ear.

"You enjoy watching a woman pleasure herself, don't you, Andy?" Lily said.

"Yes," I said.

"Me too," Lily replied. "Now take off her shorts. But leave the panties on."

I had to drop Annie's tits to undo her shorts. But she took over where I left off, lifting her left breast to her own mouth so she could continue sucking. Annie's skirt fell away to reveal a pair of lace panties matching her bra. It too, hid no secrets. I could clearly see her pubic hair and the outline of her pussy lips through the lace. I watched as Lily's eyes walked from Annie's tits down to her crotch.

"Mmmmm, that's a very sexy lingerie set, Annie, " Lily said. "I especially like the panties. Let's see if we can make them wet...Andy, massage her pussy through her panties."

I placed my right hand between Annie's thighs and immediately felt the heat of her aroused vagina against my palm and fingers. I rubbed very gently at first and then squeezed her lips together and massaged them. Annie inhaled sharply with pleasure and moved her feet to spread her legs wider and give me more access. I continued to grind my penis against her panty covered ass. It was becoming an perfect combination of pleasure and torture feeling her body against mine, but through two layers of clothing. Lily only turned up the pleasure and the agony by sliding off her leggings to reveal a pair of sheer, nearly see through panties of her own. As she sat back down, she brazenly spread her legs, giving both of us a clear view of her crotch. I thought I could see a damp spot on the gusset. My cock throbbed once in appreciation.

"Press your fingers up between her pussy lips," Lily said. "And push her panties in, like this."

Lily pressed two fingers against the gusset of her own panties, and they slid a short way into her vagina. I did the same to Annie. I felt her lips part and my fingertips slip easily into the warm wetness. It was both intoxicating and frustrating for both us not to be able to push them in deeper. Annie thrust her pelvis with more determination now, back against my cock and then forward against my hand. Her body was begging to be fully penetrated - wiith anything - my fingers, one of the vibrators, my cock...I looked across to Lily and could see the hairy, swollen outer lips of her pussy almost fully exposed now that much of the crotch of her panties was pressed into her vagina. She was pushing and rubbing more energetically, too. I couldn't help but imagine...

"Is she wet?" Lily asked, snapping me back into the moment.

"Yes...very," I replied.

"Good," Lily said. "I want to see. Pull your fingers and her panties out."

I did, and we both looked down to see an obvious wet spot on the crotch of Annie's panties.

"Oooooh....that's very nice," Lily said. "We want her nicely lubed for what's coming next."

What's coming next? A hundred delicious ideas popped into my head. I hoped she wold command me to fuck Annie right there while she watched and fucked herself with one of her toys. But she came up with something just about as good.

"Have you ever tried panty stuffing, Annie?" Lily asked.

"No...I don't think so," Annie answered. "What exactly is it?"

"Here, I'll show you," Lily said. "Take off your panties and give them to me."

Annie quickly slid off her panties and handed them over to Lily. Seeing her fully naked now made my cock throb again.

Lily stood to take them and removed her own panties. I couldn't help it at that point and started to rub my cock through my underwear. There was now a growing wet spot on them from the pre-cum dribbling out the tip of my cock.

Lily seated herself again, legs spread wide. Her vagina was swollen, lips splayed slightly, and clearly very wet. Her substantial clit was at full mast, proudly standing out between her lips. I stared but didn't care if either of the ladies noticed. It was like being high.

"I like to do it sometimes when I masturbate," Lily said. "It makes me feel...well, naughty and sexy at the same time."

With that, she spread her pussy lips with one hand and started pressing Annie's panties up into her vagina with the other. When there was just an inch or so of fabric left visible, she stopped pushing and focused on massaging her engorged clit. It was one of the sexiest things I had ever seen.

"God, it feels soooo good," Lily said. "Want to try it Annie? I think you'll like it. Go ahead and use my panties."

Annie picked up Lily's panties and sat back in the arm chair. She spread her legs to reveal an equally aroused pussy. Her clit isn't as big as Lily's, but her lips are puffier, and more distended and splayed. I could see wetness already oozing from her opening down towards her asshole. I would have given anything to thrust inside her right then, but I was frozen in place, just dumbfounded by the excitement of what I was seeing. Slowly, tentatively, she started to push Lily's panties into her vagina. It was like the first time she let me fuck her ass; she wasn't sure if it would hurt, or if she would like it, but once the sensation hit, she was all in. She eagerly pushed the panties in as far as they would go and got to work on her clit. I could tell she was enjoying it when she tilted her head back, closed her eyes, and let out a quiet but satisfied little moan.

I was swiveling my head back and forth between the two women like a line judge at a tennis match, and my cock was now leaking a steady stream of pre-cum.

"Looks like you're getting wet, too, Andy," Lily said. "Enjoying the show, then?"

"Ohhhh...yes," I said, trying not to sound too eager, but doing a poor job of hiding it. My right hand squeezing my cock through my briefs was a dead give away, anyway.

"Why don't you take your dick out and join us?" Lily commanded as much as asked. "Have a seat where you can see...And we can see you," she added with a grin.

I gratefully dropped my briefs, sat in a chair opposite the two ladies, and began a stroke session that I can only describe as...heavenly. As I worked my hand up and down from my balls to the tip of my cock, I noticed both women staring at my penis. Soon, their rhythms fell into sync with mine. The head of my cock swelled even more and started to turn a deep purple. I stared at one panty filled pussy and then the other as my arousal built. I started to stroke faster. To hell with fucking, I thought, I'm going to cum doing this! I flexed my buttocks and started to thrust my penis into my hand.

"Whoa, Andy!" Lily said. "Don't cum yet. We need to save that for later. Tell you what. Give your cock a rest for a few minutes, and Annie and I will give you a little treat."

I wondered what Lily had in mind - and what could be better than what we were already doing - but I released my grip on my cock.

"Good boy," Lily said. "But don't worry. I think you're going to enjoy this."

With that, she stood up, walked over to me, reached down between her legs, and slowly pulled Annie's panties out of her vagina. She looked over to Annie.

"You, too," she said. "Bring those panties over."

Annie got up from her chair and did the sexiest, most seductive walk she could over to my chair, the bit of Lily's panties still visible dangling between her pussy lips. She put one foot up on the seat next to me so her crotch was what seemed like only inches from my face. She spread her pussy lips with her left hand, found Lily's panties with her right, and ever so slowly eased them out of her vagina, pulling a thread of her own cum out with them. It made me gasp. I had never seen anything so arousing. It took a Herculean effort not to reach for my cock. Annie held Lily's soaking panties by one finger in front of my face for a moment and then dropped them onto my cock before going back to her seat. Lily did the same. Looking back, it's a minor miracle that I didn't cum just from that. But somehow, I held off.