Play Nice With Barb

It was a bright Chicago day. A hot, semi-windy day...perfect for sailing on Lake Michigan, and that was the plan. Donny and I were on vacation that summer, and we decided to visit one of his old friends, Sam. It had been over 18 years since we saw Sam. He and Donny had been close friends since high school, and though he stood up for Donny at our wedding, I didn't know him all that well. What I did remember was how good-looking he was. I had wondered if he had kept himself up, after all these years, and I was pleasantly surprised. Oh, his hair had thinned and grayed, but his body was still in great shape.

We got a call from Sam, saying he'd be over to pick us up in an hour. Donny and I switched our underwear to swimwear, each put on shorts and shirts and packed a straw bag with towels, lotion, etc. and headed down to our hotel lobby. Sam's car drove up shortly. We piled in and took off for the harbor.

"Kate will be joining us at the dock. One of our kids is under the weather and she had to make plans for a sitter." Said Sam, as he drove.

We had yet to meet Sam's new wife, Kate. He hadn't really said too much about her, except they had been married for ten years and had two young kids. Everything went off as planned, and by the time we were ready to set sail, Kate met us at the dock. She was a short, well-built brunette and she was young! Sam's age is the same as ours (early fifties), but his wife couldn't have been more than 35. As we exchanged introductions, I noticed how easy going and rather feisty she was. Perhaps she was just what attractive Sam needed to keep him in line.

Sam's sailboat was no yacht by any means, but there was plenty of room for the four of us. He described it as a day schooner and rattled off its limited amenities, as we slowly maneuvered through the harbor. Neither Donny nor I had ever been sailing, so this was going to be a real adventure. After showing off some sailing techniques to catch the wind, our captain soon had us heading for deeper water. We settled back to enjoy the ride, when Kate decided to sun bathe.

"Would you like to join me, Barb? It's a beautiful day for it," she asked, as she stripped off her shorts and top to reveal a skimpy black bra and thong bikini.

The sight of her younger, tanned and toned body instantly made me feel jealous and embarrassed. I declined her invitation and offered some lame excuse about having an allergic reaction to the sun tan lotion. Sam changed the subject, by offering us something to drink. The guys drank beer, while me and Kate had wine coolers. Donny and Sam recounted old times, as Kate and I discussed kids, husbands, etc.

The wine, the balmy weather and the pleasant company made for a relaxing afternoon. By now, the wind had let up and we just drifted on the big lake. It was easy to see that Sam and Kate had only been married ten years. They were still quite amorous, and seemed to be quite comfortable displaying it. They snuggled and kissed, while Donny and I took in the show.

"Honey, put some lotion on me, so I don't burn," Kate said, as she handed the lotion to Sam and turned toward us, with her back to him.

"Sure, Baby. Where do you want it?" He asked, gazing up at her.

"Oh, all over... you know." She purred.

Sam started spreading the white goo on her thin ankles and slowly worked his way up her athletic legs. When he rubbed the lotion on her exposed ass, she let out a moan and shoved it in his face. From our vantage point, we couldn't see his face. However, by the sounds of her moans, he was most likely using his tongue in her ass crack. As his hands continued to apply the lotion up her torso, I wondered why Donny and I weren't at all offended by their behavior. Normally, watching a couple we hardly knew having an erotic interlude in such close proximity would have upset us, but this was different. Somehow it seemed so innocent and natural. It didn't dawn on me that I might be getting excited, until I felt Donny's slide his arm behind my shoulder. We were seated on a long bench seat with Donny's legs on either side of me. I eased back against his arm and decided to watch our two hosts directly across from us, only a few feet away.

Sam greased her body from bottom to top and was working on her arms, when she quickly turned around to face him. She reached down, pulled his t-shirt off, took a glob of lotion and massaged it into his hairy chest. When she had his muscular chest saturated, she leaned over to whisper something in his ear. She went to her knees in front of him, put a hand on each of his shoulders and nodded to him. His hands reached around her and untied her bra top and I felt my pussy twinge. He removed her top and pulled her close. She clutched him tight and massaged his oily naked chest with hers. Her sexy moaning increased as their upper bodies slapped each other. With my extra clothes on, the heat of the day combined with viewing their heated passion made me feel uncomfortable and sticky. I squirmed against Donny and felt a bead of sweat trickle down my cleavage.

"God dam newlyweds," Donny whispered to me, half-laughing.

"Really!" I reacted, and added, "You don't suppose this is high-seas etiquette, do you?"

Now our hosts were French-kissing and made no indication they even knew we were there. Squirming more on my seat, I felt my husband's growing hardon against my ass. I remembered thinking how high-schoolish this all seemed, but there was no denying how turned on I was becoming. There was no getting around the heat either. I unbuttoned my top to cool down and Donny took it as a sign that I wanted to fool around. He quickly shoved his hand inside my top and bathing suit. I grabbed his wrist, when he started fondling one of my big tits. Instinctively, I tried to pull his hand away, when he spoke.

"Oh well Honey. When in Rome, as they say..."

I continued, in vain, to get him to release his grip. I couldn't take my eyes off of Sam's talented hands kneading his wife's sweet ass, and her hands sliding down his chest to his crotch. My nipples hardened at Donny's touch, when I imagined her unzipping him and whipping out his manhood. It was hardly my imagination when she obviously started stroking his cock. I reached around behind me and felt the length of Donny's erection. Their sloppy kisses momentarily subsided. Sam leaned down and our eyes met, as his expert fingers slowly rolled Kate's thong over her tight ass. I focused on his eyes intently. They darted away to scan Donny's hand fondling my tits, then returned quickly back to give me a vicious wink. I smiled, returned his wink, and watched him settle back with Kate's head in his lap.

Our eyes focused on each other, while his wife's head bobbed up and down on his tool. The slurping sounds of her blowjob mixed with the sound of tiny waves splashing against the boat. Imagining I had hold of Sam's cock, I continued to tug away at Donny's love muscle as best I could, considering the layers of clothing. With my free hand I unbuttoned the rest of my blouse and indicated to Donny to take it off. Watching Sam's lustful expressions, as his wife's head bobbing increased was a complete turn on. My juices were flowing nonstop and I wanted a hard cock in me so bad. Donny lowered the straps of my one-piece suit over my shoulders. I was sure his next step would be to expose my huge hooters to his old friend, but it was not to be. Unfortunately, my husband was content to continue his assault on my breast undercover. As hot as I was, I still wasn't forward enough to expose myself. This had to be my husband's choice. Even when Sam's eyes widened at seeing my cleavage, all I could offer was a sad pout.

Realizing that Donny was being surprisingly cautious, I didn't think it would hurt to take my shorts off. After all, it was turning into a scorcher of a day. There's no way my broad hips or full ass could compete with 'little miss trim and taunt', but I figured, what the hell? I let go of my grip on Donny's prick, pulled his hand away from my tits, stood up and undid my shorts.

One thing I forgot was you're not supposed to do is stand in a boat, at least not a boat this small. I squirmed out of my shorts ok, but when I went to pick them up I lost my balance. Completely out of control, I fell forward onto our hosts. Trying to grab something to break my fall, one hand grabbed Sam's naked shoulder, while the other took hold of the back of Kate's head.

"OH SHIT, DAM!" I screamed and watched my shorts fly out of the boat.

Suddenly, I felt Sam's face buried in my cleavage. Without realizing it, I used Kate's head for leverage to back away from him. In doing so, I accidentally forced her to swallow most of his cock. Looking down into Sam's piercing green eyes, I was oblivious to the sound of Kate gagging.

"Oh God! Sam, I'm sorry! What a klutz!" I said and turned beet red.

"That's quite all right Barb...but I think Kate's choking," he said, pulling my hand from her head.

"Oh Christ, what have I done!" I said, stunned at my ignorance.

For the first time, I looked down at her, steadying myself against his shoulders.

"Kate! Kate, are you all right?" I yelled for a response.

She had pulled out Sam's meat, but held on to it for dear life. Her naked breast heaved to take in more air. I kept yelling for an 'OK' response from the poor girl, but was also enamored with the size and condition of Sam's throbbing cock. She had it fully lubed and leaking long streams of precum He was most definitely on the verge of exploding. I looked down in her direction, but focused on his joystick. He must have sensed my staring eyes and began to tuck it into his shorts. By this time, Donny joined Kate on his knees and was rubbing her back. I'm sure he was concerned with her welfare, even if he did get an occasional peak at her cute little tits and pussy. Slowly, her coughing stopped and her breathing stabilized. She took a long drink of water and gathered herself.

"Geez, Honey. It you want some deep throat action, all you have to do is ask!" She laughed and looked up at him.

I made numerous apologies and begged her forgiveness. She claimed to be OK and was quite gracious about it. She was even in the process of apologizing for their sexual antics, when she noticed the wet spot on the crotch of my swimsuit. I caught her staring, pulled up my straps, and quickly took my seat next to Donny.

"Well Barb, I'm glad to see you're comfortable enough around us to finally do a little sunbathing," she said, ignoring my embarrassment.

I could see now that I (or we) were quite comfortable being with them. Even though we had only recently met, it was obvious she was every bit as relaxed, unpretentious and friendly as Sam. I no longer felt at all threatened by her appearance. She was genuinely a nice person, and we all had a big laugh at how silly we had acted. The two of us girls grabbed two more wine coolers. She remarked about the hot sun's effect on my not-so-tanned skin, so I opted to put on some lotion. When I had most of myself covered, she offered to do my back.

"Sure Kate, as long as you don't use the same application technique you did with Sam!" I laughed and passed her the tube of lotion.

She giggled and crawled around behind me. She dripped some lotion on my back and massaged it into my skin as she whispered.

"What's a matter, Barb? Not into that girl-girl thing?" She continued, "Me neither, but look at the two perverts we married. Just look at them!"

Donny and Sam were sitting there on either side of the tiller watching our every movement.

"They look so innocent don't they? Just seeing the two of us sitting together is enough to get them going. Hey, want to have some fun with 'em? Just play along and I'll show you what kind of sick-o's they are," she whispered.

I nodded to her and smiled at them. Kate then seductively pulled my straps down my shoulders. As each strap fell their eyes got bigger and bigger. She told me to lay my head back and fake a swoon. When I closed my eyes and leaned back she lightly kissed my neck. I opened my eyes just enough to see their expressions, as she ran her petite hand over my shoulders. Both of their mouths fell open in utter amazement. They were excited, not disgusted with our play-acting.

"See, what did I tell you? We've married two perverts. Wouldn't it be interesting to see just how shameless they are, Barb?" She asked.

"Sure, this is fun" I answered, devilishly.

"Sammy told me a while ago that he always thought you probably had a great set of jugs. I guess he's never seen you naked. And over the years, I was sure he fantasized them way out of proportion. But I was wrong. Now I can plainly see he was right on, with is assessment. They truly are magnificent! Barb, would you or Donny be offended if I showed them off, I mean just to make a point? I promise not to attack you or anything. You know, just for fun, to see what they'll do?"

God, I don't think I've ever had another woman compliment my boobs! I wasn't sure how to react to her. I definitely didn't want to give her the idea that I was queer, but flirting with the guys was fun and delightfully erotic.

"Sure, go ahead. A short little peak couldn't hurt anything," I said, under my breath.

Even though our little lesbian exercise was all make-believe teasing, I felt my body subconsciously aroused by her tender touch and naughty kisses. My pussy was on fire and once again my eyes locked onto Sam. Kate slowly rolled the top of my suit down over my mounds. When she reached my nipples she stopped. She was teasing these guys to the max with my body. Her methods were more erotic than I could have dreamed of, but they were having the suspected effect. As if on cue, both guys unzipped their shorts and pulled out their beautiful hard cocks. As they began stroking in anticipation, Kate pulled my suit down another inch to expose my hard nipples. Seeing Sam's wonderful hunk of meat growing larger and harder by the second shot a wave of wanton lust through me.

My pulse quickened and my chest heaved against the remaining restraint of my suit. When Kate licked her fingertips and then my nipples with them, I watched glistening precum forming on Sam's ready cockhead. Did she hear my deep moan when she finally released my D-cup boulders? She must have, because the next thing I knew she was no longer behind me, but in front of me. How could she move that fast? That thought vanished from my cloudy brain and was replaced by the sight of her lifting, sucking, licking and biting my big boobs. Soon each melon was bathed with her saliva and I could hear her muttering.

"Oh God Sammy! They are every bit as big and juicy as you thought they'd be. Ummm, soo yummy! Come here Sam. Don't you want a taste?" she turned to him and commanded.

Yes, by all means, Sam come and get me! I thought to myself. Oh, and by the way, someone will need to fuck me PDQ! Enough of this lesbian bullshit. Kate had made her point, but now my blood was boiling. While Sam and Donny traded looks of astonishment, I sensed a sweet four-way happening. Some sinful dick-swapping just between old (and new) friends would be just what the doctor ordered. As Sam's wife continued to saturate my bosom, I tugged away at the rest of my suit. Pushing and pulling, I finally slithered out of it and lay on the bench completely naked. Donny went to his knees and came up from behind Kate. Watching him fumbling with her bikini bra and thong, I started fingering my drenched pussy and waited for Sam. He approached me, still stroking his nine-inch boner. Stopping right next to me, he stood silently, jacking himself and leering down at my boobs and wet pussy.

What the fuck is he waiting for? Was I supposed to reach up and grab that handsome cock I've only dreamed of for years? Yes, I could do that. Maybe he too was living out a long, lost dream of seeing me like this, and simply wanted to savor the moment? That's possible. If that's the case, then I'll just feed the fire and give him a good show. Perhaps then he'll slip me that big hunk of meat. Looking up into his eyes again, I slowly rolled my hips and spread my legs open. I stopped fingering my clit and parted my pussy lips wide. With my other hand I inserted three fingers and started to moan. With one foot on the bench and the other on the floor, I pushed down and raised my pelvis nice and high, so he got a nice view of me fucking myself. I had a good rhythm thing going, shoving my fingers in deeper with each stroke. Pulling back the first hand, I ran it up my torso and took hold of one of my boobs. I took one last glance into his eyes, lay my head back against the bench, arched my back and squeezed my tit tight. Now, in full masturbation mode and muttering obscenities, I sneaked a peak to catch his response. His eyes grew wide and then squinted shut. His hand and cock were a blur, as he beat away at himself. I felt a fat drop of his precum hit one of my tits, and knew it wouldn't be long until he erupted. Watching him watching me fuck myself was much too much passion for this old girl, and I started having an orgasm.

"Fuck! Oh FUCK! Godd-dammm!" I screamed and felt my entire body tighten and then quiver in utter pleasure.

Sam was still pumping away and slinging more clear jism all over my chest. It took all my will power not to reach up and bring him off. Instead, I took hold of both of my oversized tits, rubbed them together and pulled one up to my lips to lick the nipple. I had just greased up my cleavage with his precum and awaited Sam's full load, when the unthinkable happened.

I heard a disturbing ringing sound. Heard it again, and knew it was the sound of a cell phone. Out of the corner of my eye, I saw Kate fumbling through her beach bag. Oh God, a cell call in the middle of Lake Michigan. That can't be good news. Why doesn't he just hurry up and get off on me? Too late, he overhead Kate's conversation and stopped stroking. Plaintively I watched his erection fade away, while he stepped back into his swimsuit.

"Is he OK or what?" Sam asked his wife, with a concerned tone to his voice.

"Oh, I think so. His fever is up to 103, so who knows?" Said Kate, hanging up the phone.

I squeezed back into my suit and Donny joined me again on our bench seat. Kate explained that the call was from her temporary babysitter, saying their son had gotten worse and we would have to cut short our little adventure. The news kind of took the wind out of our sails, so to speak. Before long, Sam had us back at the harbor. As our little craft found its way through a myriad of boats of all sizes, we headed toward the dock.

"You know Sam; there's no reason why this should spoil the day for all of us. These nice folks came all this way to visit, and its such a beautiful day for sailing. Why don't you guys gone on without me?" Asked Kate, as she stepped onto the dock.

"But Honey, what about the boy? What if he..." Sam started.

"Oh, he's probably fine. You know how kids are at that age. Here, you keep the phone and I'll call once I know something," she commanded.

"Well, I suppose its OK, if you guys are game?" He asked us, somewhat reluctantly.

Donny and I smiled, nodded and thanked Kate for being so thoughtful. As we trolled away from the dock and waved goodbye to Kate, she offered one last bit of advice.

"Now, you two studs play nice with Barb, OK?" She yelled and gave us one last smile.

We left the harbor once again and headed out for deeper water. The big lake had become much more crowded since our first voyage. Far too crowded to consider doing what we did on the first trip. Beside, the general mood on board was rather somber. We each grabbed another beer to lighten up. The guys chatted away about guy stuff. I took in the sights of the splendid Chicago skyline. By the time we passed the Navy Pier, the wind picked up and we were really scootin' along. Closing my eyes, with my face to the wind, I almost felt like we were flying. Once in a while the wind would shift a bit and I could plainly overhear their discussion, which by now, had switched from sports to women (men are so limited).