Carol Exposed Pt. 13

Carol and I have enjoyed numerous sexual adventures! Most you may have read about in previous stories Part 1 through part 12!

After our last adventure with Matt and Kate, Carol wanted to slow down. When I say she slowed down, I mean she came to a screeching halt! She began dressing conservatively, always wore a bra and never flashed anyone anymore! Our sex life was next to nothing! I missed and needed more!

We had planned to go to a traveling wildlife museum a few hours from home. She agreed a trip away may be good for us. She booked the hotel reservations several weeks before the event as we were afraid they would sell out.

I came home from a fishing trip and Carol met me at the door with a kiss. She asked if I caught any so I showed my fish to her. I went back outside to clean them and my phone rang. My hands were too messy to answer it so I never took it from my pocket.

After cleaning them I went inside and washed up. I looked to see who had called and was surprised when I saw it was my buddy Steve! We were like brothers up untill a couple years ago when he began dating some bitch that really put him on a tight leash! She never allowed him to talk to any of his friends or meet with them! I never really saw what he saw in her as she was not only a bitch but an over weight bitch that wasn't that good looking!

Carol came into the room as I stared at his name on my caller ID.

"Bad news hun?" She asked.

"No! You but are never going to guess who called when I was cleaning fish!"

"Steve?"

"Yes! Now how did you know that?"

"After you didn't take his call he called my phone!"

"Ya! My hands were too messy to answer! What did he want?"

"Well, for starters, he wanted to let you know that he broke up with the bitch! He called to apologize for ghosting you these past few years! He thought you ignored his call on purpose, thinking you were mad at him for not calling all this time! I told him that wasn't the case and that you were out cleaning fish."

"Wow! Good for him! I wonder why he suddenly saw that she wasn't right for him?"

"He told me that he caught her in bed with another man! They got in a fight that lasted a few days! During that time the bitch drained his savings account & ran all his credit cards sky high!"

"Holy shit!"

"Ya! He sounded very depressed! He never laughed at all and just wasn't himself on the phone! He asked about coming over to talk to you in person Saturday but I told him about our trip to the wildlife museum this weekend."

"Maybe I should call him!"

"That won't be necessary! I invited him over for supper tonight! I need to confess something to you first though before he gets here!

"What's that babe?"

"When I mentioned the museum he said he wished he could go because it's only once every twenty years that it will be this close to home! I told him he should go then just to get his mind off of things! He told me he didn't even have money for groceries this week and couldn't afford it!

He sounded so sad."

"I would have gladly paid his way! Maybe I will call him and tell him that it would be our treat."

"I'm glad you said that because I already told him we would and that's when I invited him over for supper tonight, so you guys can talk! He should be here shortly!"

"Okay great! I better go get a shower and get cleaned up then!"

Steve was there when I got out of the shower. He looked thin and run down! She really worked him over! He and Carol were in the kitchen.

I sat and talked with him but he just wasn't himself! We talked about the trip to the museum but even that didn't excite him much. He thanked us for paying his way and asked about what hotel he needed to make reservations for. Carol told him she would make the reservations for him and not to worry about a thing! Just pack his clothes as meals would be our treat as well!

He was grateful but didn't feel good about taking our money! We told him money was no big deal and not to worry about it! That's what friends are for!

When Carol left the room I mentioned to Steve that she pretty much stopped all sexual fun a while back, so not to get his hopes up about having any fun like we used to with her. He told me he was used to that with the bitch he had been with the past few years!

After dinner and more catching up, he said his good byes before leaving and didn't even give Carol a hug. This was so unlike the Steve we knew before the bitch neutered him!

Carol and I discussed his situation after he left and decided to pay his credit card debts off so he could start fresh.

Friday arrived before we knew it and we were already packed when Steve arrived. He looked just as depressed as he did the other night.

Carol excused herself and went back inside the house. We tossed his bag in my truck and when Carol returned I noticed right away that she had removed her bra!

I looked at her questionably and she simply shrugged her shoulders and took the back seat so Steve and I could do more catching up on the four hour drive.

Steve didn't talk much and the drive seemed extremely long! We finally pulled into a crowded parking lot and went in to get checked in. The guy behind the counter had our room but not Steve's!

"Babe, did you happen to put his room under your name?"

"Oh shit! I completely forgot to make a reservation for him!"

"That explains it! Can we get another room please?"

"I'm sorry sir but we are sold out due to the Wildlife Museum! It has drawn quite the number of visitors and I'm afraid every hotel within 50 miles is sold out!"

"I'm so sorry Steve! This is my fault!" She said.

"It's okay! Looks like I will be sleeping in the truck!"

"Nonsense! It's my fault! We have two queen size beds in our room! You can stay with us!"

"I don't want to impose!"

"You won't be imposing! You are our guest so it's settled Steve! It's not going to be a problem!"

We went to our room and took our bags inside. Carol wanted to shower before turning in for the night. The bathroom had no actual door to it, only a doorway with a sink and mirror. The toilet and shower were around the corner so at least they weren't visible from the room!

Carol looked the bathroom situation over and peeled her shirt off in front of the sink and mirror. Steve saw her but looked away. She went the rest of the way in towards the shower to finish undressing and to shower.

She came out in a towel holding the back closed with one hand. She got her hair pick and sat down on the bed and began picking the tangles from her hair.

I took my shower and came out in a towel also. Steve went in next. While he was in there, we had a discussion.

"Honey, I didn't pack anything to wear to bed!" She said.

"I didn't either! Should I get dressed and see if I can go find a store open to buy something?"

"No! You drove all day! I know your tired! Just let it go! It's been a few years, but he has seen me before so it's not like he will see anything new!"

"Are you sure babe?"

"This was my fault! I forgot to make the reservations so if he gets a look at me I guess that will be my fault too!"

I sat on the bed opposite of Carol as we talked. Steve came out of the shower in his towel too. Carol had both arms up picking at her hair and her towel had fallen open in back. I saw it in the bathroom mirror behind her but didn't say anything! I was hoping she left it so he could see too!

Her entire back was showing and the towel was held up only by her big boobs! The top of her butt crack was showing and Steve spotted it right off. He laid on the bed with the towel covering his cock.

From his position he could see a good bit of her side boob as she picked at her hair. She caught him looking and started to adjust her towel! She froze when she noticed the teepee in his lap caused by his hard cock! At first she looked away quickly but then did a double take!

Her eyes were glued to it and she couldn't look away! She finally looked over at me noticing my towel also was sticking out down there. She looked up at me and I shrugged my shoulders. She turned her towel loose and began picking her hair again letting her side boob be seen by Steve! She kept stealing looks at his bulge and then back over at mine!

I let my towel fall to the floor. She saw how hard I was! She turned to look at Steve to see if he saw me. He was stroking his cock under his towel! She for sure couldn't stop staring now!

"It looks like you two guys are a bit puffy!" She said.

"Would you like to see it?" Steve asked!

She didn't answer but she didn't look away either! Steve slid the towel off and let her see it. She watched as he stroked it slowly. After a few minutes he leaned around her some looking at the front of her towel!

"Can I see?" He asked.

She looked at me stroking my cock and back at his. She never took her arms down from picking her hair out, she simply shook her shoulders just enough for the towel to slip allowing the tit closest to him to pop out!

Steve looked it over real good as she watched him stroking himself. He leaned farther around her.

"May I see the other one too please?"

She shook her shoulders once more and her towel fell to her lap exposing both tits to him. He stared at them for the longest time!

Carol finally covered herself, holding her towel shut in back she stood and walked to a dresser drawer. She desperately looked for something to wear. Her towel fell open in back and her perfect ass was there for us to see!

After finding nothing she went to the mirror and finished picking her hair. She let the towel hang open in the back and saw us watching staring at her naked ass! She shrugged her shoulders and the towel slipped off her chest and hung between her and the sink.

I couldn't believe it! She was intentionally allowing Steve to see her!

She saw us looking at her tits in the mirror and accepted that she was going to be seen this weekend. She stepped back from the sink and let the towel fall the rest of the way to the floor!

She grabbed the blow dryer and turned it on. Bending at the waist she let her hair hang over her face as Steve and I looked between her open legs at her shaved lips & tight hole! Her tits swung back and forth as she dried her hair. When she finished she turned it off and laid it on the sink.

She turned to face us and leaned back against the wall allowing us to see her soft and neatly trimmed bush! We couldn't take our eyes off of it!

"Okay guys! We all knew when we got into this small room that sooner or later we were going to catch a glimpse of each other nude! I think it's safe to say that we got that awkward step out of the way! Now that we've all seen each other naked can you please stop staring at me?"

"Babe! Speaking for myself, I find it impossible not to stare at your beautiful body and I've seen it a million times! I am betting Steve has a harder time than me to keep from staring!"

"It's true! You look awesome!" Steve said standing nude himself with his hard cock pointing at her.

"Well, thank you guys but please try or I will be buying extra clothes tomorrow!"

"Okay! Okay! No need to go there!"

Carol climbed into bed with me and quickly covered up! I slid in with her and immediately began touching her! She pushed me away and told me not until Steve goes to sleep!

I think he heard her say it because it wasn't long before he began lightly snoring!

She soon gave in shortly after as I kissed her all over. She pulled the covers over her as I went down on her. Once I began she was lost in lust so I eased the covers down so Steve could see me going down on her and watch her as she went off! There was just enough light from outside shining in to let that happen!

I had her so hot that she either didn't notice that I pulled her covers off or she didn't care! Her back was arched and her legs were spread wide! She reached down pulling her pussy open with her fingers and came hard! She muffled her scream some but her body jerked and bucked! She squirted all over me!

She began to come back down and looked over at Steve. He was doing a good job at pretending to be asleep but I saw his eyes wide open when she came! She pulled me up and rolled me over, pulling the covers over herself as she slid down to suck my cock!

I looked at Steve and he gave me a thumbs up! After she was there a while I pushed the covers off of her head and halfway down her body. I wanted Steve to see her tits hanging and to watch her giving me head!

After sucking me a while I pulled her up on top of me and had her sink down on my cock. She pulled the covers over herself again but after fucking her a few minutes I managed to uncover her completely!

I whispered to her to pretend Steve was watching and to give him a good show! I had her sit up and raise her arms up holding her hair as she arched her back sticking her chest out as far as she could! The light shining on her body was almost more than I could take!

She looked at Steve who was still pretending to sleep and I whispered "He wants to see you!" She looked back at me and then back over at him. She started playing with her tits and sucking her own nipples! She even waved at him!

I sat up with her in my lap and turned her so he could see her ass! I stood and she wrapped her legs around me as I fucked her! I stepped so close to his bed that her ass was right above his face! He rolled to his back with his hard cock standing tall! He opened his eyes and watched me sliding in and out of her pussy as it was only inches away!

I leaned over him and began to lay my wife across his chest as I finished her! She began to grip me harder in protest whispering for me not to do it! It was too late now! Her back was on his chest.

I laid her there and stood looking down on her as I fucked her! She saw his cock standing hard! She looked at it then over at him and saw Steve staring at her tits as they bounced up and down with each thrust! She finally gave in and placed her arms above her head giving him open access to see them!

She turned her head away and watched his cock also bouncing with each thrust that I gave her! I was hoping she would take him into her hand or that he would touch her breasts but they both just laid there letting each other look at the other!

It wasn't long before I finished and dumped my load deep in my wife's pussy! When I finished I picked her up and took her back to bed. Nothing more was said!

The next day we dressed and went to the museum. Nothing was said about the night before until Steve went to the restroom, Carol brought it up.

"Honey, I think Steve watched us the whole time we made love last night!"

"You mean when I laid you on top of him?"

"He was definitely awake and watching then but no! I meant before that!"

"What makes you think so?"

"He was already hard when you laid me on top of him! In fact, I saw his dick hard way before that! When I was on top of you I saw it! I waved at him to see if he would wave back! He didn't but I know he was watching!"

"If you knew, I'm surprised you let him watch!"

"I think you knew also! You kept moving the covers off of me so he could see me! I know you miss doing that to me! This weekend was supposed to be the two of us repairing our relationship! I let him see me yes, but I did it for you!"

"I appreciate it babe! More than words can say! You are so beautiful! I wish I could show the world your sexy body!"

"I noticed you are much happier today! It was worth him watching to feel this close again!"

"If you haven't noticed, I think you are bringing Steve out of his funk also! He seems a lot happier today!"

"Ya I did notice that! I've told you before! Steve is the one friend I feel comfortable with! He has never tried touching me or anything! Even last night when you laid me on top of him! He was hard so I know he was horny! I stretched my arms up so he had every chance to touch my breasts but he didn't! I'm glad if it helped him too!"

"I'm sure he appreciated it also!"

"Shh! Here he comes! I need to use the restroom too! I'll be back!"

Steve and I waited out side the restroom and I asked him why he didn't touch her. He told me he wasn't sure she would be okay with it! It was then that she came out of the restroom and both of us noticed right away that she had removed her bra! She smiled when she saw us both looking!

The museum was awesome but we were only a half of the way through it! The best exhibit we saw today was when we looked down Carol's blouse!

We went out to eat and headed back to the room! Tonight was less awkward than last night! Carol stripped her blouse off right away and caught us off guard! We were surprised! She looked at both of us and laughed!

"You guys crack me up! Both of you spent half the day trying to see down my blouse! I know you saw them so what's the big deal that I take it off now!"

"No big deal! Please continue!" I said!

"Whatever!"

She left us there with our tongues hanging out as she went in to take a shower! We heard the water turn on and the shower curtain slide shut!

"Babe! Do you need us to wash your back?" I yelled into the bathroom!

"No! I got it!"

"Okay! How about the front?"

"Shut up!"

Steve and I both laughed! I had an idea! I whispered to him and told him about my plan! He was in agreement! We both stripped naked and tip toed quietly into the bathroom. We stood on both ends of the tub. I slid the curtain open just enough to step inside!

"What are you doing?"She asked!

"Do you trust me babe?"

"Yes, but you shouldn't be in here! What about Steve?"

That was Steve's Que to join us! He slid the curtain open and stepped in behind her!

"I'm right here!"

Carol covered her breasts with her arns and scooted closer to me looking over her shoulder at him with his hard dick! She was okay being nude in front of him in the room but felt nervous and naked now in such a close and confined area!

She looked at me nervously! I took her by her shoulders, looked her in the eyes and asked again, "Babe! Do you trust me?"

She slowly nodded a yes.

"Hand me the soap!"

She handed the soap to me slowly.

"Now hand Steve the wash cloth!"

She just stared at me! I finally took the wash cloth from her and she watched as I handed it to Steve! Her arms were still crossed over her chest!

"Turn and face the wall babe and put your arms up high against it. Now move your feet apart!"

"That's perfect babe! I love you! Steve, I am going to soap her up! Any place I soap her, I want you to wipe her down with the wash cloth!"

"Okay buddy! I can do that!"

Carol turned away from Steve and began to protest, "Are you sure you want to do this? I mean do we really want to encourage touching?"

"Babe we touched Matt and Kate and had a good time!"

"I know but we were all drunk and I really regretted it the next day!"

"It's okay babe! there are no other girls here to make you jealous and you know how Steve and I feel about you! You know how much I want to see him touching you!"

She stared me in the eyes for a good while before she gave a big sigh, turned and placed her hands high up against the shower wall again.

Carol never looked at Steve but stared right at me as I soaped up her Right arm and arm pit. Her eyes got bigger when she felt Steve begin scrubbing her there! He was dangerously close to her right breast!

I repeated soaping her left arm and Steve had to step behind her in order to reach this side. Carol's eyes got really big when she felt his cock bump into her ass!

I soaped up her back from her shoulders to her waste! I made sure to soap her ribs up and brushed against her side boobs while doing it! I stepped back for Steve to wash her!

Steve scrubbed her back and also brushed against her side boobs a little! No one was speaking! I kissed her shoulder and motioned for Steve to do the same! I saw her back tense a little at the feel of his lips on her bare shoulder!

I squatted down beside her and soaped her leg from her ankle to just below her butt cheeks. Steve scrubbed her leg and foot. I kissed her thigh! I soaped the other leg. He washed and kissed it also!

Carol looked over her shoulder at me knowing there was only one area left to wash behind her! She knew I would not pass up the opportunity to let Steve touch her there!

I looked into her eyes as I soaped her soft ass cheeks! She felt me slide the soap down between them and my finger as it tickled her hole! When I stepped back she felt Steve wash her ass very thoroughly!

I leaned in and kissed her butt and began nibbling on it. I motioned for Steve to join me! She tucked her ass in a little when she felt his lips on her ass but she let it happen!

We stood and I had Carol turn with her arms up holding her hair out of the way as I soaped up her neck and shoulders. Steve washed those areas as Carol stared straight ahead! She knew Steve was going to be allowed to touch and explore every inch of her body!

I washed her ribs and tummy! I lifted each breast to soap beneath them! Steve washed her belly and her ribs and he too lifted each of her breasts with one hand while he washed under it with the other! I saw her breathing change when he took a hold of her breasts!

I soaped up her tits real good making sure to squeeze and shake them as I did! Steve took his time doing the same as he washed them! I resoaped her nipples pulling them out and rolling them between my fingers. I stepped back to watch him do the same with them!

I leaned in and began licking the nipple closest to me and told Steve we need to make sure we got all the soap off of them! I motioned for him to check her other tit! He took it in his hand and lifted it to his mouth. She flinched as he licked the tip! He flicked it back and forth with his tongue until he saw me begin sucking her right tit deep in my mouth! He didn't need to be told what to do next!

Carol closed her eyes as Steve and I sucked her tits real good for a very long time! I finally turned her tit loose and squatted down next to her leg. Steve followed me!

I soaped up her leg closest to him first making sure I went up her inner thigh all the way to her shaved lips! I soaped her hip also over to her bush but didnt soap it up yet! Steve washed her leg and hip brushing against her cunt as he did! She stared straight ahead!

I repeated doing her other leg! Steve had to reposition himself directly in front of her to reach her other leg! His face was eye level to her pussy! Her clit was swollen and sticking out from between her lips!

After he finished with her leg we both began kissing her thighs and hips! We stood up kissing her neck. I turned her face towards me and kissed her deeply on the lips. After the kiss I looked her in the eyes and said,

"Babe! We have one place left to wash!"

She looked at me but didn't speak!

"We can stop now if you want us to or if you would rather we finished washing you then we will need you to spread your legs farther apart! It's up to you!"

She didn't move! She just stared at me! She never said no yet either, nor did she lower her arms! I reached over and began playing with her right tit! Steve began doing the same with the left one! After several long seconds she looked straight ahead again, arched her back sticking her tits out farther as we played with them and she spread her feet apart as wide as she could resigning her most intimate place to us.

I kissed her cheek, then her nipple. I squatted down before her open sex! Steve also kissed her cheek and nipple before joining me. I soaped up her pussy real good and shampooed her bush. I ran my fingers through her cunt lips and sat back to watch Steve to wash her there.

Steve was very gentle with the wash cloth as he washed her folds and soon he finished!

I told him we needed to check for remaining soap! Carol tensed when I began opening her up more by pulling her lips apart and looking up into her! I let Steve take a turn looking and she tensed even more when she felt him pull her lips open! She closed her eyes knowing his face was so close to her open pussy and he was looking up inside her!

I leaned in, gave her clit a lick and her knees almost buckled! I caught her and told Steve that I didn't taste anything but didn't get much time to check her and that maybe he should try while I held her up!

Steve leaned in and sucked her clit inside his lips! Her knees buckled again but I was standing holding her up! She looked me in the eyes as Steve licked her pussy in the shower!

She put one hand in his head and held him against her cunt as he licked away at her! I watched her eyes as they glassed over and her mouth opened! Her breathing became deeper and faster! Her lip quivered and In no time at all she let out a moan and flooded Steve with her juice! She almost fell as she climaxed and I couldn't hold her!

She slipped to her knees and Steve kissed her! She kissed him back thanking him. After she caught her breath I handed her the soap! Steve handed her the wash clothe.

She didn't take either of them at first as she sat staring at the soap knowing what we were expecting her to do, contemplating if she would or wouldn't do it.

Finally she took the soap and then the cloth. She began soaping up my cock and my balls! After washing them Steve moved in closer with his cock pointing at her too!

She took the hint and took his cock in her hands, soaping him up real good! She stroked it and I could tell she wanted him to cum on her but finally she just washed him off! When she was done she started to stand! I put my hand on her shoulder and forced her back to her knees!

She looked up at me!

"Carol, are you sure you got all the soap off of us?" I asked.

"Pretty sure!"

"Pretty sure isn't going to cut it babe!"

I pushed my cock toward her face and she just stared at me! She knew I wanted her to suck it while Steve watched her doing it in the well lit bathroom! She also knew I was going to have her suck Steves cock too! She wasn't sure she wanted things to go this far! She knew Steve had just given her a great orgasm so after several long seconds of just staring at me, she reached up and started stroking my cock!

She looked at my cock trying to get the nerve to let my best friend watch her sucking me! Steve pushed his cock closer to her face too! She looked up at me again still stroking mine! She reached up taking his in her other hand and began tugging on it too!

God she looked so sexy naked on her knees in the shower as she stroked both of our cocks!

Still looking up at me she stopped stroking them but pulled mine towards her lips kissing it! Her eyes looked so daring and submissive as she pulled his closer and kissed it also! She pulled them both in to her lips and kissed both cocks on the heads as they touched each other!

She obviously wasn't ready to suck our cocks so she stood and gave us both a kiss telling us she didn't taste any soap.

We got out of the shower we helped her dry off then we went in and got in bed. Steve took his bed and we took ours! I was hoping she would invite him over but she didn't! We didn't want to push things so we didn't say anything. We still had the rest of tonight and tomorrow night left!

I tried to make love to her but she was afraid he would be watching again! I told her he has seen everything already so what's the big deal! I was so horny I had to take her so I kept trying! Finally in the morning right about day break she let me slip into her from behind! She kept an eye on Steve to make sure he wasn't awake!

He had his back to us but was laying on top of the covers! After doing her a short time he rolled over! His cock was hard and Carol quickly pulled the covers up! She stared at his cock! She was so horny now too that she let me keep doing her under the covers!

Steve yawned and opened his eyes watching us! Carol tapped my hip to stop but I wasn't going to! She held the covers tight to her chin! Steve started stroking himself and I felt her relax as she watched him! I knew she loved watching guys jack off so with every thrust I slid her cover down some!

Her left tit slid out from under the covers but she quickly covered it again! He stretched his neck trying to see so I tugged her cover down again exposing her tit! She looked back at me sternly, almost as if she wanted me to stop as she covered herself again!

Again Steve stretched to see it again I pulled her cover down off her tit! Carol pulled the cover over her tit a third time! This time Steve stood and kept jerking himself!

Carol watched him stroking himself as he moved closer and closer. She had her hand on the cover, holding it tight. She felt me tugging it down again. This time she let it slip from under her hand as she relaxed watching him!

Her hand was covering her tit so Steve stepped closer as he stroked his cock! He kept looking at her tit! My wife began to toy with her nipple teasing it and him! She wanted him to cum on her! She no longer tried to hide her tit! She twisted and pulled her nipple! She pulled it to her mouth and flicked it with her tongue trying to make him cum!

She began sucking her nipple so I tugged the cover further to expose her other tit! She actually helped pushing the blanket down so she could toy with both of her nipples! She looked to me and asked if I wanted her to touch him! I nodded and she moved one hand to his balls and played with them and her tit at the same time!

He kept stroking it so she wanted to up the game to get him off! She traced her hand down her tummy towards her bush! I kept fucking her and since she was going there I pulled the covers down till her bush was showing!

She played with her hair and then her hand went lower so I pulled the covers off completely! She pulled her cunt lips open and let Steve see my cock sliding in and out of her pussy! He stroked harder so Carol began to rub her clit with a finger tip. She was getting worked up too!

I wasn't sure how much more I could take! I could see both her and Steve were close as well! I tried thinking of anything else but the situation at hand so I could last! Carol rubbed herself faster and squeezed her tit hard and began to moan! Steve jerked hard and fast letting out a groan and shot his cum all over my wife's pussy! No sooner than his first strand hit her bush I saw her go off too! She screamed and squirted us both as Steve kept shooting all over her pussy! That was it for me too! I began busting my nuts up inside her!

We all came together and were all spent! My wife's pussy was a mess! She had globs of cum all over it and down inside her split! His cum ran down onto my cock while I was doing her so I'm sure I pushed some of his up inside of her too!

We showered together and went out for breakfast. We spent the day at the museum! She didn't bother wearing a bra today at all! She saw us peeking at her a lot smiling each time she caught us. One time when she was coming out of the restroom and no one was around she flashed us! After the show we went out to eat and then back to the hotel room!

House keeping didn't show up today so our bed was a sticky mess yet! Carol asked Steve if he would mind sharing his queen size bed. He told her as long as she slept in the middle! We all laughed!

Carol got her shower first while Steve and I looked over a few items we bought at the museum. She came out in a towel but dropped it as she climbed into bed and covered up. I let Steve jump in the shower next. Carol and I had a short conversation while he was in there.

"Honey, I know you like showing me off and we both knew he would be seeing me this weekend but when you let him in the shower last night inviting him to touch me even using his tongue on me getting me off are you sure this is what you want? I mean really sure?"

He came out nude before I could answer her. His cock was already hard as he climbed in bed with my wife. I went in last and when I was about to come out I heard them giggling and laughing.

I stepped into the room and asked what they were up to and if they had started without me. Steve said they hadn't done anything except she saw the tee pee his cock was causing in the cover so she reached over and patted it saying he looked puffy.

We all laughed about it and seeing my naked wife laying next to my best friend who was also naked, nade me puffy as well!

I climbed into the bed on my side and snuggled up next to my wife. She kept looking at our cocks pushing the covers up.

It was obvious that she wanted to see them so I slid my covers down and let mine stand free. Steve soon did the same.

She stared at both of our cocks until steve handed her the camera and said here, take a picture it lasts longer! She smacked him but did take the camera and snapped a couple of photos of our cocks. She even took close ups of his!

She handed the camera back to Steve. My cock was hard I could hardly stand it. Carol got up on her knees between my legs pulling the covers up around herself and started sucking me. She didn't stop when I pushed the covers off of her head so Steve could watch.

She didn't stop when he stood and brought the camera close to her face and snapped a photo of her doing it. When the flash went off she opened her eyes and saw him pointing the camera at her getting a close up! She looked directly into the camera and let him take it.

I took this as a go ahead so I pushed her covers down to her hips so he could see her tits swinging below her. He moved in and took photos of them too!

He reached under her and began squeezing her tits. Her only reaction was to raise herself up giving him better access and looking up at me while sucking my cock.

Steve got behind her and slowly slid the covers down and off exposing her ass to him! He got real close looking at everything she had! He took photos of her back there and she simply held still with my cock in her mouth and let him! It wasn't until he kissed her ass that she took my cock from her mouth. She looked back over her shoulder at him. They both stared at each other. Locking eyes as he continued kissing and nibbling on her ass!

She looked up at me unsure of what to do. She saw I wasn't going to stop him from kissing her ass so she began sucking my cock again. Her eyes weren't closed as before but kept looking side to side all the while wondering how far I was going to let him go.

She thought back to the night when she handed him the photo of her ass and the comment that he made about licking that ass from one end of the split to the other. She wondered if he was going to do that or if he was going to keep kissing her cheeks.

It wasn't long before she got her answer! She felt his kisses moving slowly towards her tight hole. She felt his lips kissing it then his tongue came out darting in and out of her little hole! She stopped sucking me and looked back over her shoulder at him again.

She got self conscious and tucked her ass pulling the covers up over her hips again. Dropping to her elbows she went back to work on me.

He walked back around to the side of the bed and put his cock close to her face. She looked at it and then at me again not sure what to do. She kept sucking mine and looking up at me. I nodded towards his and she reluctantly reached over and took him in her hand. She started stroking his cock while sucking mine!

She still had eye contact with me so again I nodded towards him and she pulled off my cock and looked at his so close to her face now as he pushed it towards her. She began kissing it, looking at me the whole time. She saw that I was obviously enjoying it so she stuck her tongue out and swirled it around on his head. Again seeing I wasn't going to stop her she sucked him in deep and held him there! She pulled back looking at me and let him push her cheek out with it! It was the most erotic thing I had ever seen! She alternated between both of us sucking a few strokes before switching to the other!

I pushed the covers back some so he could see her tits hanging! He reached under her and took her tit in his hand and began massaging it! She looked up at me as he felt her tit! She tried fitting both cocks in her mouth at the same time but the angle was wrong!

We shifted a little and she got them both in her mouth! She pushed herself down as deep as she could go on them until she finally came up for air. He backed away and walked behind her again! He pulled the covers off exposing her ass again. He ran his hands over her smooth ass and down her thighs! She held my cock in her mouth but was no longer sucking it! Her eyes were focused straight ahead now as she felt his hand move up her inner thigh! I saw her tense up as he slid his fingers into her wet slit! He slid his finger inside her and her eyes got bigger!

Steve was the one friend she felt comfortable with because he had never touched her and now, in just two days he has seen her nude, felt every inch of her body in the shower, watched her being fucked by me, licked her pussy, sucked her tits and now he was staring at her asshole and he had his finger inside her pussy!

He took his finger out and knelt behind her. Carol looked out the corner of her eye again wondering what was going to happen next! Steve leaned in and began licking her pussy and asshole!

I could see she was unsure of herself but she didn't stop him! After a few seconds she began to suck my cock again and she surrendered herself to his tongue again.

He stood after a bit and she looked over her shoulder at him! He was stroking his cock and rubbing her ass! She looked back at me as she held my cock in her hand! I smiled at her and whispered,

"Do you want him to put it inside you?"

She stared at me but never answered! She lowered her head and took my cock back into her mouth and started sucking me again! She never took her eyes off of mine!

She saw me as I looked up at Steve and nodded for him to take her! She felt him step up closer behind her. She held my cock in her mouth waiting for what she knew was coming next.

She felt him rubbing it up and down her slit! She felt him line it up to her entrance and as he pushed himself slowly inside her!

I watched her eyes bulge as he slid slowly into her and knew that my best friend had his cock inside my wife! He began rocking in and out of her. I saw a tear roll out of her eye and down her cheek as I allowed my best friend to fuck her! This was the first cock she has had inside her other than mine! She began sucking my cock again even though her tears kept flowing!

He fucked her a slowly while sliding all the way out and then slowly sinking back inside her. After a while he began to really pound into her pussy hard and fast! She pulled my cock from her mouth and squeezed it hard as he rammed into her pussy! He groaned and began pounding her harder as his climax drew near! My wife who was actively pushing herself back against his cock taking him deep inside her satrted screaming, "YES! YES! Fuck me Steve!" Her climax took her over the edge too and Steve could take it no longer! He groaned and began shooting his spunk up inside my wife! When he had finished and caught his breathe, I told him to trade me places. I had to have her pussy and I had to have it now!

She released my cock and held her head low laying face down in the covers silently sobbing.

I got up, walked up behind her and saw his cum leaking from her pussy. I slid into her easily and took sloppy seconds! She lifted her head as I entered her and saw that Steve had sat before her with his cum drenched cock. She knew what was expected of her so she wiped away a tear and took him into her mouth. She started sucking him until he was clean! It wasn't long before I added my cum to his!

Steve slid out from under her to make room for me. I slid in and she sucked mine clean as well!

I got up and went to the restroom and when I returned Carol was still on her hands and knees with her ass high in the air. She held her pillow over her head. Steve was behind her with the camera and no sooner than the click and flash of the camera went off she started crying!

I came over and held her assuring her everything was alright! She held me tight and soon she felt at ease again knowing that I loved her more than ever! We all slept together that night and I woke to Carol sucking my cock and stroking Steve's.

It never got much further than that so we showered and got dressed for the drive home! She wore a short skirt no panties and a button up blouse with no bra! She had us both wear gym shorts no boxers!

We barely got on the road and She had a hand on both of our thighs! She pulled our cocks out of the leg holes of our shorts and held them while we went down the highway! I told Steve he should unbutton her blouse so he asked her if it was okay. She told him yes so he undid it and she rode home with her tits out!

After we got home she asked Steve how bad his credit card debt was and he told her nearly ten grand! She said thats a lot and went inside! Steve and I talked about the weekend and she came back out. She had taken her shirt off and was completely topless.

She kissed him good bye and asked if he would like to feel her up before he left. He said he would love to feel her up one more time! He started massaging her tits and she stood there letting him for a while before she stepped back. She held her shorts away from her tummy and took his hand placing it inside them!

He got a puzzled look on his face and pulled his hand out! In it was a check for twelve thousand dollars!

She kissed him again and told him to clear his credit card debt and enjoy the rest! We have money so take it and don't be a stranger! Stop by anytime!

stay tuned for part 14!