Gary was my high school chum, my college roommate and my oldest and closest friend in the world. Heck, Gary and I were 48, so by my calculation we had known each other for thirty-five years, at least. He lived on the coast and I lived in our hometown, but we still talked as frequently as we always had. As guys go, most of our deep conversations were mainly grunts and monosyllables, but hey, we UNDERSTOOD each other.

I stared at the picture on the corner of my desk. It was a family portrait; Kat, James, little Katie, and myself. The thing I couldn't get pass was the look of forced happiness on Kat's face. It haunted me. The picture was three months old and I couldn't put my finger on what was wrong. I shook my head as if to scatter the uneasy feelings from my brain, scanned the email once again, and before I could renege, I clicked on the send icon.

Leaning back in my chair, I took a big gulp of almost cold coffee and swallowed. I closed my eyes and grimaced to get past the bitter coldness. I knew it wouldn't take long. Before I could decide whether or not to dump this crap that was currently occupying my coffee cup or to suffer through another swallow the telephone rang.

"Boy, that was a cryptic email, Douglas," Gary's voice greeted. I sat the cup aside and replied, "Thanks for calling me. As you can tell, I need to talk."

"Well, you didn't give me much to go on, except that you are worried about Kat," he commented. "I figured that this was not an email kind of talk and that you didn't want to take this one at home."

"You got that right. I guess I need to cut to the chase on this one, don't I?" I muttered. His murmured "Yep" at least let me know that he was listening although I could hear the tapping of the keyboard in the background.

"Kat is acting strangely," I stated.

"Strange how?" Gary questioned.

The tapping had ceased. I paused before saying, "Since Amy's birth she has been quiet and subdued. You and I both know that is not Kat. Although she appears happy to others, she isn't herself in front of me. She goes to bed early, she wears the most God awful things to sleep in, and sex....forget it.....it is like that part of her has ceased to function."

"WHAT?" he blurted out. "What the hell is going on, you two behaved like depraved high school kids displaying public affection that would embarrass the most people. You are bullshitting me, aren't you?"

"No, Gary, I sure wish I were," I answered. "It is almost as if she has become cold and I don't know how to reach her. That is why I emailed you. I have some ideas, but I need you to talk to Janet before I run them past you."

"You want me to see if Kat is talking to Janet?" Gary quizzed.

"Yes, for starters, see if she has any notion what might be going on with Kat. She may be able to give us a little insight before I try and figure out a plan of attack." So we agreed to talk on Friday evening while Kat took James to the movie and I babysat Amy. That way I could talk to Janet if Gary thought it would help. I had several ideas on how to proceed, but the most important thing is that I would need a couple of co-conspirators; Gary and Janet were perfect partners in this little plan.

Friday night Katie was down for the count and I was sitting back watching porno on the television when I got the call from Janet. Her warm sultry tones gave me a subtle rise in my jeans, making them somewhat tight. I shifted a little and took a long swig of my beer as I listened to Janet go through the pleasantries.

"So, how are you, you handsome man you?" she asked. I was chuckling as her voice oozed through the telephone receiver. Janet and I had always flirted covertly. She was a leggy brunette with such a teasing manner that I couldn't help but flirt back.

"I am super you beautiful temptress you," I replied. "Just sitting here, thinking about you, and contemplating waxing the ole carrot, if you know what I mean."

She giggled and I grew just a little bit harder. Her throaty laughter was all it took. "I hear that you want to know what Kat's problem is," she stated.

The hard on in my jeans subsided a bit as I asked, "For God's sake Janet, if you know would you please give me some idea. I am not a mind reader and I wish I knew what would make her laugh again. She has become so quiet and withdrawn. Kat puts on a good show around the kids, but I can tell."

"Now Douglas, Kat is what....thirty-five?" Janet asked. I gave an mmm into the telephone for agreement since my mouth was full of beer. "Well," she said, "All I know is that about that time in my life, I felt unattractive and trapped."

"WHAT?" I almost yelled into the telephone. "First of all....how the hell could you ever be unattractive and two how the hell could Kat feel that way? All I have done is told her how much I love her and how wonderful she is."

"Calm down big guy," Janet soothingly said. "It isn't that she isn't being told those things, it has more to do with where she is in her life right now. You have been married a long time, about 15 years if my memory is correct. And this is your second marriage, her first," Janet went on. "When was the last time, someone OTHER than you came on to her?" she asked.

"Now Janet, how would I know the answer to that?" I blurted out.

"OK Douglas, how open are you to 'fixing' Kat?' Janet quizzed.

"Janet, spit it out for Heaven's sake. Kat will be back in less than 20 minutes and I am willing to entertain almost any idea to resolve this." I answered.

"Douglas, here is my suggestion. I am going to go to Victoria's Secret website and pick out some things for Kat. Sometime over the next two days, go into the web site and buy the things on Kat's wish list in appropriate sizes, of course. Then, when you have done that and have received the package, call me back. By the way, have the package sent to your office, not to your home." She said.

"Sure Janet, but what then?" I asked.

"Simple Douglas, we are going to seduce Kat." Janet replied.

Janet laughingly hung up the telephone before I could ask her what she had in mind, but frankly I was open to anything. Kat wasn't going to go to counseling and I figured that Janet was on the right track. Kat was so busy with the children and staying at home that her life had sort of closed in around her. Since Janet was closer to Gary and my age than Kat's, I also sort of thought that she might have her finger on what was wrong. It seemed a crock that when women went through the "change of life" that they got hot flashes and irritable. On the other hand, when men when through the "change of life" they got a new red sports car and a trophy wife. Somehow it didn't seem fair. Yet Janet and Gary seemed to figure it out, Janet got the red BMW Z-3 convertible and Gary got a wife that was ready to fuck him anytime and anywhere. So, I was ready to listen to Gary and Janet on this one.

After going to the website the next day, I just shook my head. My credit card would never be the same. Not only was there about three hundred dollars in underwear, all sorts of wonderful, lacy unmentionables but there was also clothes that were, to say the least, provocative and to say the most, downright sexy. It was so strange, buying things that my wife didn't pick out as well as things that I hadn't seen her wear in a very long time. Needless to say, my "little friend" got very hard imagining my lovely petite wife in the same wonderful poses as the models for Vicky's.

I received an email at work from Gary asking if I had done as Janet suggested. My response was short and sweet telling him that the package was due to arrive by the 12th of the month. He sent back a naughty message from Janet and I could read the humor in the note. I shook my head and laughed at us, conspiring to seduce my wife. The possibilities were endless and I couldn't help but imagine the suggestions that Janet would have the next time we talked. Kat and I taking a long weekend while Gary and Janet kept the kids, Janet making arrangements for us to fly to some exotic locale, or even Janet convincing Kat to seduce me. I was so horny at the thoughts that I started masturbating regularly just to keep from going crazy.

When the package arrived, I had an immediate hard-on when I read the label. Since I wasn't getting it regularly at home, I knew that I was a sad case. I immediately picked up the telephone and called Janet at work.

"Vaughn and Vaughn Construction, may I direct your call" Janet's sexy voice came over the receiver.

"Why yes Beautiful, wanna fuck?" I replied.

Her voice lowered as she said, "Damn you, thought you would never ask!" "So talk to me Douglas, has the package arrived?" she asked softly.

"Why yes it has, as a matter of fact, it is here on the floor of my office." I answered. "Now what?" I said.

"Let me talk to Gary and we will give you a call tonight. Play dumb though, I may talk to Kat first. Take the package and store it somewhere safe so she won't find it." She warned. "And Douglas, hun, pick up some pretty feminine wrapping paper, a bow and a box big enough for a couple of the items, OK?"

That night we did get a call from Gary and Janet, and to my surprise they invited themselves up for the weekend. Kat seemed pleased to have the company although I never got to talk to Gary or Janet because Kat did all the talking. Because Kat was so excited we made love for the first time in two weeks and bless her little heart, she even initiated the lovemaking. I said a prayer thanking the Good Lord and my friends for helping to make such a change in my lovely wife. Almost thirteen years separated us and my sex drive still exceeded hers. And what was the old wives tale? A woman peaks sexually in her mid to late thirties? I wish. Right now, Kat was the least sexual she had ever been.

I looked at my wife again. Kat never slept in the nude, but tonight she dropped off before she could pull back on the sweatpants and tee shirt she normally wore to bed. I pulled the covers back slowly to gaze at her beautiful body. At 5'4", she wasn't a terribly tall woman, but she was nicely proportioned. I gazed at her rounded breasts as they gently leaned into the mattress and the curve of her hips as she slept curved around a pillow. My finger grazed the mole that was on her lower left ass cheek and I smiled. Yes, she was still a gorgeous and well-built woman and my prick couldn't help itself, it hardened at the thought of taking her again. I rubbed my hand up her back and then gently back down to cup her ass. She shifted a little bit, but feeling the draft, she scooted closer to me and I spooned her body into mine. My hard on gently eased between her thighs and I drifted off to sleep, sated for the first time in months.

Kat was a ball of fire at home the following few days, cleaning house and getting ready for our company. Gary and Janet's kids were older and self-sufficient, so they weren't coming with them. A swift email from Gary advised me to dump our kids with either my mom or Kat's mom for Saturday night. And I made quick calls to take care of that business. I still was in the dark concerning our plans, but I was just so happy to see Kat excited about something, anything, and I figured that our plans, us three conspirators would be fun.

I was sitting at my desk that Friday afternoon when Gary and Janet came into town. Admittedly, I was excited as Kat about their arrival. When my personal assistant buzzed in to notify me that I had visitors in the lobby, I almost ran down the hall to greet them. There they were, Gary and his wonderful grin and Janet with all her luscious curves. They came into my office and sat down in the sitting area while I closed the door behind them. They were casually dressed and seemed so at ease. I was amazed at their non-chalance given the weekend at hand. I sat in the chair across from them and said, "So, what is the plan?"

Janet grinned, a big old grin. You know, the kind of grin that someone gives when they know something that no one else knows. "You know, I haven't even told Gary what I have come up with for this weekend," she said slyly.

Gary gave a sideways glance to his wife then shifted his eyes back to me, "She is telling the truth Doug ole man, haven't been given a clue. All I was told was that we were coming to visit you for the weekend and other than the messages that Janet has had me forward to you, I am as in the dark about this covert operation as you are!" he said.

I shook my head, leave it to Janet to concoct plan that intricate and so damn secretive. "OK Janet, so, let me guess, you all are going to keep the kids while I whisk Kat to your house for the weekend, right?" I asked.

She grinned even wider. "You guys have to remember that I went to college with you. Yes, different dormitory, but I had heard stories about you from my girlfriends. That was even before I wrangled an introduction to Gary. Certainly you know that what you two did with Cecile was the stuff of legends, don't you?" she asked provocatively.

I looked at Gary and I know I went white. Gary was slowly turning from an embarrassed shade of red to almost a pre-heart attack color of purple. "Cecile... I don't remember a Cecile, do you Gary?" I stumbled across the words, the lie not even forming before Janet's laughter rang throughout the room.

"Bullshit," she said. "I heard all about you two and Cecile. I didn't ever tell Gary, because I had him convinced that I was a sweet innocent Southern Belle. But Cecile told me. So my knowledge isn't even third hand. Would you and Gary care to refresh each other's memories, or shall I?"

I looked at Gary. Gary looked at me. Neither of us had forgotten. We both good-naturedly fought over the attention of Cecile. Cecile liked Gary and it was obvious. Gary was tall, good looking and the most charming son of a gun on campus. I was like his comic relief. Not tall but a quick sardonic sense of humor that played well to Gary's straight man act. Gary, Cecile, Donna and myself went out on a double date. When the evening was over, Gary, Cecile and myself wound up in our dorm room. Since it was late, Cecile and Gary wound up in one bed, I was in the other. Before the evening was over, the three of us were in the two beds, pushed together. The alcohol had loosened our inhibitions and we wound up pleasuring sweet Cecile at the same time. In that brief instant I thought of Cecile, her blonde hair swept around Gary's prick while I was fucking her from behind. My prick hardened at the thought and then immediately I realized EXACTLY what Janet was suggesting. Gary and I seduce Kat.

I swallowed and cleared my throat. I looked at Janet, and Janet was sitting there, pleased with herself. I looked over at Gary; he was staring at Janet like she was possessed by an alien life force. Gary and I had no need to 'refresh' our memories. They were indelibly etched into our minds. "Janet, you don't have to tell us the story, we were there," I answered. "But let me say the words, YOU think that WE, that is Gary and I, make love to my wife at the same time?" I asked. Janet's smile changed to a huge grin and she nodded her head affirmatively.

"Gary, I am too stunned to speak. What do you think?" I asked him. Gary just sat there, staring at Janet. Janet stared back at him. "You knew about Cecile? You never asked. WHY?" Gary sputtered out.

"Insofar as we were concerned, that was ancient history. Besides I didn't want you to ever be reminded of Cecile. I had fallen in love with you and I didn't see any need to bring it up, that is, until now," she answered.

"Wait a minute, Janet, why in the world do you think this is the answer to Kat's lack of....um....interest?" I interjected.

"Simple, I think that Kat has always been a little attracted to Gary. I have watched us four flirt with each other over the last fifteen years, hell seventeen years if you include the two years you dated. Kat believes that she isn't capable of attracting attention and she believes that the only reason that you want her is because you are married to her, you know that old fidelity belief. So, I think the answer is to allow Gary to flirt with her, seduce her, and you join them," she replied.

Janet had assessed the situation and as always she was succinct and accurate. I knew that Kat would never be able to resist Gary and he is the one man of which I would never feel threatened. I loved him as a brother, heck, even closer than that.

Gary still sat there, stunned. "Gary? Gary? What are you thinking?" I asked.

"Janet, let me understand this. Please correct me at any time. You want me to make love to Kat?" he asked.

"Yes, I do." She replied as she reached to hold his hand.

"Janet, love, and what do YOU get out of this experience?" he asked.

"Why, simply, the opportunity to watch you and perhaps even change the 'solution' from three to four by adding one more," she said giggling.

I listened as the clock in my office click off five minutes of absolute silence as Gary and I stared at each other. Looking at each other, but not really seeing each other. I knew that the two of us were weighing the options and considering all the possibilities. Smiling at Gary, I asked him "Do you see a down side to this?"

He smiled at Janet, and pulling her close said, "None, damn it, and I must admit that I love this plan."

Janet giggled, then preceded to outline our roles for the next two days. I was to play the loving and attentive husband, but allow Gary to be with her privately. Tonight was to be the dry run, the set-up for the seduction. Tomorrow night was to be the point of no return, where Kat was to be shown, quite graphically, just how attractive she was.

Janet asked for the package from Victoria Secret's and asked for the wrapping paper and box that she had asked for me to pick up. As Gary and I switched our conversation to business, Janet proceeded to wrap a certain selection of items that she mentally had already put together. When she finished, I buzzed Angie and told her that I was leaving for the afternoon. I called Kat and told her that our company was in town and that they were bringing me home. The three of us left the office to put our plan into action.

I knew was on the menu for the evening. Burgers and beans grilled outside by the pool. We pulled into the driveway, and my cock hardened at the prospect for the weekend. I knew that we would have kids tonight, but I couldn't wait to see Gary in action. When Kat heard the car, she opened the door even before I could enter the hall. I looked at my lovely wife. Her lovely body was covered by a, surprise, new bathing suit. She was wearing a mesh cover, but the bathing suit, wow; it was black with a boy's cut bottom and a cute little top that accentuated her full breasts. I gave her a smile and a quick kiss then sidestepped for her to greet our company. She gave Janet a quick hug, and said "Douglas, take their suitcases upstairs to the spare bedroom and I will fix Gary and Janet a drink."

She led the way to the kitchen, her rounded little butt swaying underneath the cover-up. I looked at Gary and he looked back and leered as he stared at my wife's ass. Janet giggled and Kat turned around to look at us, but by the time she looked we had wiped the smiles off of our faces and we looked so innocent. Janet called out, "Kat, sweetie, if you have some wine open I'll take a glass. I am going upstairs with Douglas and change into my suit." Janet followed me and we went upstairs as Gary went with Kat into the kitchen. As I dropped the cases on the bed then turned to leave, Janet put a hand on my shoulder.

"Wait, you need to give Gary a little time," she said. She pushed me gently against the door and leaned her body into mine. Janet and I are about the same height and I was standing nose to nose with her, within each other's private zone. She turned her head slightly so she could whisper in my ear, "And I know the perfect way for us to kill at least a few minutes," and she shifted her head slightly and her lips pressed into mine for a slow, intimate kiss.

Her lips were soft and pliant and I could taste sweetness of Coke on her breath. Her kiss forced my mouth gently open and her tongue eased in past my lips to seek out mine. My arms moved up and around to hold her as we explored each other's mouth. Janet slowly flicked her tongue around mine, then slowly touched the roof of my mouth and slowly ran it over my teeth. And as she broke the embrace, I opened my eyes to look into her warm brown eyes. I saw her desire there, heavy and laden with possibilities and I felt my cock immediately harden more.

Her left hand left my neck, and with palm upturned, she dragged her fingers downward lightly grazing my chest. But she didn't stop there; her hand continued it's slow descent, past my middle, past my belly button, until her fingers lightly touched my bulge. When she reached my balls, her slow descent ceased and she ran the tip of her finger, with much more pressure, up the length of my hard cock. Her eyes widened perceptibly at the size of my erection and her smile increased. She quickly leaned in and dropped a quick kiss on my lips and said, "Maybe you had better go downstairs now."

I stepped out the door and heard it close behind me and for just a minute I stood in the hall, my mind replaying the last couple of minutes. Janet and I went back a long way, as I mentally tallied the years, at least twenty-seven years by my calculation I always thought she was a wonderful gal. My appreciation of her just increased to past incredible and was rapidly moving toward utterly amazed. I shook my head in disbelief of my good fortune and decided it was past time to interrupt "the master" at work.

In the kitchen, Gary was wasting no time. I walked in to find my wife with her hands over his, showing him how to mold hamburger patties. Please, I knew that Gary was more than capable of patting out a few burgers, but he looked so innocent and helpless as Kat was holding his hands and he was forming misshapen hamburgers under her watchful eye. "Whatcha doing?" I asked. They both looked up at me and Kat answered, "Gary offered to help make the hamburgers and I was showing him how to do it." Gary looked at me, his eyes twinkling, and said "You know Douglas, everybody does it a little bit different," his tone emphasizing the word little almost making it a come on line. From that moment on, I just sat back and watched Gary work his magic spell on Kat. His words were innocently suggestive, his motions and actions teasing and flirtatious and the only thing that kept me sane was that Janet was doing the same to me. This night was one utter teasefest and I could hardly wait until tomorrow. As Kat and I settled into the evening, I found Kat in my arms again. As I held her, we talked in quiet low tones about our company, and as she dropped off to sleep, Kat's last words to me were "Funny, I feel the closest to them that I ever have." I smiled and slowly drifted off to sleep beside her, anxiously awaiting for tomorrow to unfold.

We never got to sleep in anymore. Yet, I didn't hear the children and when Kat and I woke up and I looked at the clock, it was after 10 am. My eyes nearly bulged out of my head as I looked at Kat and she looked at me. I threw on some clothes as Kat ran into the bathroom to get ready. As I came down the stairs I saw Gary in the backyard, shooting baskets with Jason our son and Janet in the rocking chair holding Amy, the baby. Jazz music filled the air and I could smell breakfast. "Good morning," I greeted Janet. Janet smiled at me and said, "Did you and Kat sleep well?"

"We sure did. Why didn't you wake us up?" I asked. "Hey, we are up around 6 am anyway, Gary is like an alarm clock. I heard the baby squirming and I got her up and fed her. Jason woke up around 7 and has kept Gary pleasantly preoccupied for the last couple of hours." She replied. "I think Amy is ready to go down again," and she stood up. "When I get back, I'll make you some eggs." She promised and she softly padded her way upstairs to put the baby down. I heard her pass Kat in the hall and the two of them giggling made me horny just thinking about them. Kat came down first but Janet was quick to follow. Janet forced us to sit down and she fixed breakfast for us. The rest of the day was very much like before. Gary, Janet, Kat and I visited. We played with the children. And I watched as Gary paid an inordinate amount of attention to Kat. We swam in the pool and by mid-afternoon we broke out the blender and were enjoying pina coladas complete with little paper parasols. As the evening approached, I made the point to collect the children and drop them off at my mother's house. To my surprise, Janet asked to go with me, saying that she hadn't seen my Mom in a long time. Hey, I knew the truth, I don't think that she ever spent more than 10 minutes in her company in the years that Janet and I knew each other. My cock twitched at the thought of being alone with Janet. Janet smiled her bewitching smile and I was immediately hard. I thought to myself, "Dammit, and I am wearing shorts too." I didn't even give it a second thought that I was leaving Kat with Gary.

The ride back from Mom's was the most pleasant torture ever devised by a sadist. Janet's sundress kept riding up her thighs and I could hardly pay attention to the road for looking at her beautiful suntanned thighs. She slid more towards the driver seat as she stretched her legs. Her dress eased a little higher and I kept on looking. Yet I nearly jumped out of my skin when she gently laid her hand on my knee. The hair prickled under her touch and my cock that was asleep after stimulus from my Mother sprang to attention. She turned slightly in the seat and her hand started its slow ascent to my crotch. I swerved slightly and she giggled. It didn't take us long to get back to the house although I was in the mood to lengthen the trip, but there was a part of me that wanted to see how the evening ended, and prolonging the beginning would delay the inevitable. And I was anticipating the culmination of all Janet's plans.

When we arrived, Gary was sitting in front of the TV set, watching the rest of the baseball game while slowly sipping a beer. He looked at me, smiled, shrugged his shoulders, and winked at Janet. I slipped back to the kitchen, grabbed a cold one when Janet accosted me in front of the refrigerator.

"Kat is upstairs, getting ready for the evening....Gary told me," she said.

"What do you want me to do?" the question popped from my mouth without a coherent thought behind it.

"Remember the package that I wrapped for you?" Janet replied. I nodded affirmatively. "Take it upstairs, lay it on the bed for Kat, and ask her to wear it for you this evening," she replied. "Oh, and don't forget to give her this," handing me a nice cool glass of wine.

I went out to the trunk of my car, got the gift box and returned to the kitchen grabbing the glass of wine as I came back through. I slipped into our bedroom, placing the package in the middle of the bed. I gently eased the door open and Kat glanced quickly to see me. I noticed that she seemed sort of disappointed. She sunk lower in the tub, the bubbles covering her body. I sat down on the toilet and handed her the glass of wine. She slowly sipped its contents and leaned her head back against the wall.

"Kat, sweetheart, I bought something for you. It is on the bed, and it would bring me great pleasure if you would wear everything in the box tonight," I stated.

"Why thank you Doug, you shouldn't have!" her response was immediate.

"No my love, I think you need a little pick me up and the outfit is just a little something." I replied.

An hour later, everybody was showered, shaved and dressed for a major night on the town. Janet was her usual amazing self in a pair of sheer slacks and blouse. For effect she was braless; her nipples so dark and noticeable. Although the outfit was black and stylish, she had dressed purposefully so Kat would be the center of attention. And from the moment that Kat entered the room, Gary's eyes and my eyes were affixed upon her. Janet had impeccable taste, the dress was electric blue and tight. The dress had maybe an 18 inch skirt drop, and if Kat were to bend over, just right, you could catch a glimpse of her panties, assuming that Janet included panties in the package. The neckline was low and the dress was backless. I looked at Gary and he looked at me, and I looked down to see just how badly I was tenting my khakis. Kat smiled at me, somewhat unsure. Janet squealed and started complimenting Kat on just how nice she looked. What a pair they made, both gorgeous brunettes and both extremely sexy. I punched Gary in the shoulder and leaned in just enough that he could hear in my sotto voice "You are one lucky bastard." He replied in the same tone, "I think we both are!"

Dinner was a haze. We spent the evening dancing, flirting and drinking. The drinking made us bold. Dancing became foreplay on the dance floor, hands touching bare skin, furtive kisses placed on cheeks and shoulders. I glanced over my shoulder as Gary and Kat were slowly swaying, holding each other. She was laughing and looking him in the eye and he was holding her close to him as he looked down into her face. I watched his hand caress her back as they danced. Of course, after a couple glasses of wine, my hands were busy stroking the luscious Janet who molded her body into mine. I felt my cock begin to stir and Janet did too. She pressed even closer and ran her hand through my hair. I really didn't care what was happening, I was just going with the flow.

We made our way back to our table to order dessert. Everyone ordered something different, and the funny thing is that we ate off of each other's forks and spoons. Chocolate, cream, strawberry, lemon, almond, and coffee; all the flavors blended and I couldn't help but draw an analogy to our lovemaking tonight. We would all blend together as a wonderful compliment to each other. I finally looked around the table and said, "Anybody ready to take this party home?" I wasn't surprised when all eating utensils were dropped and the bill was immediately settled.

I found it amazing what car seating will do. As we walked to the car, Janet complained that she was tipsy and that she needed to sit in the front seat so she wouldn't be sick. Kat had no complaints slipping into the back seat with Gary. I noticed that there was not a "Great Divide" in the backseat; Kat was snuggling into Gary's arms....almost as if they were on a date. Then I mentally kicked myself, because dammit, I had arranged the date. As I glanced into the backseat, they made such a cute couple. I could even see Gary's hand underneath her top and she was giggling softly. Janet moaned and said, "Can I lean down in the seat?"

Before I could stop the little minx, Janet had laid her head on my leg. Gary called to his wife, "Hun, are you all right?" Her voice was somewhat muffled when she said, "Yes Gary, I will be all right." What Gary didn't know is that Janet was running her hand up my pant leg. I was watching my best friend fondle my wife and his wife was all but giving me a hand job. Luckily for us, we weren't two minutes from the house, but I was sporting a woody that Janet was lovingly stroking. I couldn't even begin to imagine Gary's erection.

We arrived at home and not a minute too soon. I vaguely remember Gary getting out of the car, and shifting his weight to help ease his prick. Kat eased out beside him, giggling as she tried to smooth her skirt down, which had ridden up to her panties. Yes, she was wearing panties although that is a generous term for that little scrap of silk between her legs. It was a thong that was electric blue and matched her dress. You could hardly tell the difference between the panties and the dress, but the fact that the fabric disappeared into the loving confines of her ass gave it away. I was too drunk to gawk, but not so drunk that I couldn't enjoy the view. Kat leaned into Gary as she made her way into the house, Janet locked arms with me and we followed them inside.

When we got to the living room, Kat had sat on the couch and had thrown her legs onto Gary's lap. Janet took her place in an armchair and I peered in to watch Gary start to take off Kat's new sandals at Janet's request. I stepped into the kitchen only to hear the padding of feet behind me. I turned around to see Janet grinning at me. "Need a little help?" she asked. "Nope, I think I have it covered," as I grabbed a corkscrew, bottle of my best white zinfandel. I handed her four glasses as she leaned into me and placed a very seductive kiss on my mouth. "Well, let's not stop the party," she replied following me into the living room.

Gary had made the most of his opportunity. I walked in to the vista of my best friend and Kat engaging in some very steamy kissing. His hands were wandering up her skirt and she was moaning into his mouth. I slowly eased my way out of the room because Janet grabbed my shirt and pulled me back into the kitchen. She sort of slung me into the wall and threw herself into me, kissing me with all of her pent up passion. And I kissed her back. Our tongues touched and played between each other's mouths and she sucked my tongue ever so slowly and my cock just got harder, pressing against my slacks.

She stepped away long enough to drop a quick kiss on my cheek and whispered into my ear, "Why don't you go watch the love birds and I will be back." I stepped to the doorway and leaned against the jam. Gary's hands were all over Kat and she had her hands exploring him. His shirt was unbuttoned and she was moaning. My groin tightened at the sound, it was so intimate. I just got harder watching them make out on the couch. They broke from the kiss and Kat's hair was tousled and her lips were swollen from kissing. Gary was making his way to the apex of her thighs to apply some intimate kisses and her head was leaning back against the arm of the couch as he shimmied her panties down her legs and ran his hand between them. As he started to go down on her, I heard her strangled "No," as he began to lick and she shifted to move him off of her. I put the bottle of wine on the counter and went in to the head of the couch. Kat's eyes were shut, but she was struggling against wanting to make love with Gary and how it would impact us. I leaned over the back of the couch and kissed her as Gary continued to lick her clit. Her eyes flew open and she looked at me and started to break the caress, but I tightened my arms around her and kissed her even harder, thrusting my tongue into her mouth as I could hear Gary moan as he licked and kissed her sweet box. My hands held her tightly and she ceased struggling against me and began to run her hands around my neck and over my chest. Kat groaned into my mouth and I felt her body move against Gary's tender licks and nibbles. Her body was moving in rhythm to reach orgasm, but Gary backed off so she wouldn't cum. Her groan of frustration was audible to us all. Gary chuckled and started applying slow kisses up and down her legs, pausing to suck and lick her toes. I continued kissing Kat's luscious mouth and she was no longer struggling against us, she was enjoying the attention. I didn't hear Janet enter the room, but she came in and whispered something in Gary's ear. From my position behind the couch, I watched Gary swing upwards and scoop up Kat into his arms. He lifted her from the couch and headed directly for our bedroom. Janet grabbed my hand and we followed.

The bedroom was lit by at least a dozen candles. Janet had slipped into the room and placed them strategically around on the windowsills and the dresser tops. The room was warm and inviting and all the covers on the bed were on the floor, just the sheet exposed. Gary lovingly placed Kat in the middle of the bed, his weight following her onto the mattress. He took a position on the left side of Kat and I quickly followed to her right side. She looked at Gary, and then she looked at me. Gary didn't give her a great deal of time to evaluate or consider the situation nor the circumstances. He immediately leaned in and engaged her mouth in a slow intimate kiss. I watched, but was immediately drawn to the same places that Gary was. Gary undid her dress, the neckline falling to her waist, her lovely breasts exposed to my touch and taste. As he licked and kissed her face and mouth, my mouth explored her breasts. I licked the tender underside and I could taste her excitement. Her body trembled beneath us and I just got harder. I broke from her body long enough to take off my shirt. I threw it across the room without looking and went back to exploring the curves of her tits. I did not spend time teasing her nipples, they were hard without me doing so, so I just licked the tips and watched them pucker even more. Gary's hand sort of pushed me down, and I eased to one side as Gary rolled her partially onto him, their kissing primal and heated. Immediately I saw the problem; there was a small zipper on the back of the dress that kept the skirt from being lowered. I ran my tongue down her spinal column and I felt her shiver as well as heard her moan. My mouth followed the zipper downward, licking the skin as it became exposed. As soon as the garment was loosened, Gary took his thumbs and started lowering the dress, revealing Kat in all her splendid nudity. I took over, drawing the garment down past her sexy feet and soon I tossed it the same place that I tossed my shirt. This time I looked up to see Janet, leaning against the chest of drawers and drinking the wine that I had forgotten about. She smiled at me and made a hand motion to tell me to get back to work, and I did, after sliding out of my pants. I was already hard and leaking and I caught Janet's smile of approval as I took over Gary's place.

Gary rolled Kat my way and my hands started roaming her back, her ass and any bare skin I could explore. As I kissed her my hands rubbed each indentation of her spine, only to graze my nails along her rib cage. It wasn't until I felt a hand creep around and cup her breasts that I realized that Gary was back on the bed and spooning Kat from behind. My hands hit more naked skin and I knew that there were three naked bodies on the bed. I let go of Kat's mouth and Gary turned her head to capture her mouth and I started my slow descent down her front: first a collarbone to lick, then a ripe breast with a succulent nipple to taste. I heard her moans and whimpers and I heard Gary's accompanying groans. I headed even further south to her pussy. To my surprise, she had shaved so closely that there was a slender strip of black curls at the top of her love nest, but nothing on her pussy lips. Her little slit had parted and she was fully exposed, her excitement evident. I ran my finger up her pink and felt the heat and wetness. Kat squirmed against my hand as I kissed her pussy lips, taking them gently in my mouth and nibbling on their fullness. From my viewpoint, I could see Gary kissing and caressing her as I took a long lick from her rear entry point to the little clit that was poking out from her inner lips. I leaned my head into her pussy and started licking and sucking in earnest. I didn't care what Gary was doing to her, I wanted to hear her cum and I knew that licking her would bring her pleasure. As I swirled my tongue over her clit and around the moist folds, she kept thrusting against my face. I held my position as my hands parted her center so I could get to her core. Her vagina was glistening and wet and I lapped all of her, especially when I felt her thrusting become more hurried and excited. I kept waiting on her strangled scream and I felt her body's response to her orgasm as her creamy juices covered my mouth and chin while she wrapped her legs around my head, pulling me closer into her pussy.

I looked up to see why I didn't hear her scream and saw that her mouth was occupied. Gary's backside was in prime view for me as he worked his hips back and forth. Kat loved sucking me, so I knew that Gary was in for a real treat. I continued to slowly lick and tease her love button. Kat couldn't avoid being stimulated any way she moved. I saw her hands loving stoke Gary's ass and I just teased her even more. Her hips started moving beneath me again and I knew that she was on the verge of cuming again, so I eased off with my mouth and tilted her hips slightly so I had free access to her lovely vagina and that lovely little puckered rosebud directly underneath. As I blew gently into her pussy, I started drawing slow circles around her asshole. As I stuck my tongue into her moistness, my finger began to slowly fuck her ass. She tasted so good as I licked her, and I couldn't get enough of her sweetness. With my fingers working back and forth in both her holes my tongue returned to her clit to tease and lick it. It didn't take long; the orgasm was hard and gushing, soaking me as well as the sheet underneath. I didn't know what to do next, so I eased back up and stroked Gary's flank. He glanced over his shoulder and gave me a quizzical look. I leaned in and whispered in his ear, "Why don't you enter Kat and roll her on top of you?" he nodded in agreement and she moaned in disappointment as Gary's fairly large prick left her mouth. Then she realized that Gary was going to enter her and she spread her legs apart to accommodate his body. I leaned in to kiss her while Gary was positioning himself, and I could taste him on her. I kissed her even deeper and longer.

As my hands touched her, lightly feathering on her body, Gary with a single thrust entered her. Kat drew her legs up to her chest to allow him to enter her as deeply as possible. I heard her voice trembling say, "Oh Gary, you feel so good, Fuck me." He rolled her onto him so she was astride him, and replied to her "No sweetness, it is your turn, you Fuck me." She arched her back and ground her pussy onto his cock and I burned with the desire to fuck her as well. Gary's hands were playing with her tits and her perky little bum was bouncing up and down to fulfill his request.

I looked over at Janet and was amazed that she was still watching. The only difference was that her hand was now buried in her pants and as she drank her wine and watched the bed sport taking place, she was masturbating. I slipped off the bed to gather Janet into my arms and kiss her slowly, allowing her to taste Kat on my tongue. She groaned and she leaned her body into me holding me tightly all the while. I quickly undressed Janet and guided her to the bed. She looked a little confused when I motioned for her to sit on her husband's face, but without much hesitation she crawled on the bed, face to face with Kat. As Janet eased herself down onto her hubby's eager tongue, Kat reached over and leaned in to kiss Janet.

I just sort of watched as she leaned in and kissed Janet as passionately as I had seen her kiss Gary. Janet wrapped her arms around Kat and they began to tease and caress each other. I kind of felt out of place until I realized that I could give Kat something tonight that she had never had, oops other than the threesome of course. I went to Kat's lovely bum and proceeded to spit and lubricate my cock. It was hard and red and I knew that it wouldn't be long before Gary and I both spend. As she rose up to kiss Janet I guided the head of my dick to that lovely little rosebud asshole that I had never broached before. As she sort of stiffened up, Janet leaned into her and whispered into her ear, "Don't tense up, relax and you will enjoy it."

I slowly pushed against her muscle and she relaxed for me and I just sort of slipped in. It was such a different feel, with tremendous pressure where the muscle held me in her tight passage. She let out a sigh and Janet leaned in to kiss her breasts and she started to rock slowly back and forth, I guess feeling both lengths filling her up. As she drove downward, I heard Gary cry out and Janet cried out in response. I was too busy licking up Kat's sweet back and watching my prick slowly work its way in and out of her ass to pay much attention.

As Kat's thrusts became more urgent, I felt the pressure begin to build in my balls and knew I was going to erupt soon. I felt her clench me, different somehow and I lost it. I felt the jism rise in my cock and shoot into her warm depths as she leaned into Janet. By now, Janet had eased off of Gary and was holding Kat as I slowly left her warm body and the four of us settled into the bed, arms and legs entangled, kissing and caressing each other. When Kat sort of caught her breath, she leaned up on her elbow and said, "Now whose bright idea was this?"

Janet, Gary and I looked at each other and threw up our hands. "Yours! And a wonderful idea it was Kat!" I responded.

All four of us made love in a variety of positions that night on our king size bed. We marked a lifetime of "firsts" off of our respective lists, but needless to say, I think it won't be our "lasts" given Kat's revived eager attitude!

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