Among Friends

As I drove the last 30 minutes of the 8 hour drive from Norfolk to north Georgia, my heart felt like a jackhammer in my chest, my palms were sweating, my hands would have been shaking if they weren't gripping the steering wheel so tightly...despite my nervous anticipation ...even more undeniable was my excitement as evidenced by my rock hard cock that had been straining against my pants on and off (mostly on) for much of the drive.

My mind flashed back to the time I had visited (after joining the navy) my best friend Mark and his wife Ellen. I had known them both for years. We had spent the day mudding in Ellen's badass 4wd truck, hiked and laughed and just goofed off in the beautiful outdoors of northwest Georgia.

It was hard not to laugh around Ellen, she was a full of life, bigger than life artist whose infectious laugh and energy filled those around her. It didn't hurt that she was the epitome of a hot southern girl with one exception, she was tall. At nearly 6 feet, some men were intimidated by her, but I had secretly crushed on her for years.

I had spent countless hours in my head thinking about her long perfect legs, hips so well-proportioned to her tall frame. I had stroked myself to completion on so many nights over the years thinking of my hands around her hips.

Her tits were a constant source of torture and delight, especially when she wore a buttoned shirt tied up underneath, pushing her breasts up and letting enough under-boob show to keep me constantly distracted. I always tried very hard to hide my attraction because as much I lusted after Ellen, these were two of my best friends and I would never NEVER do anything to hurt them.

On that day of mudding and hiking, as we were driving back, Ellen asked Mark to drive which was a little unusual cause she loved driving her truck and Mark had told me once that she only let him drive it when she was wanting to fool around. She sat between us, the gear shift rising from the floor between her legs. As we rode back, we kept chatting as always, but this time there was something about the conversation.

It was flirty and filled with a sexual tension that I had never felt with her before. Little comments about how sweaty she had gotten and couldn't wait to feel the hot water all over her body as good as she imagined sets of hands on her would feel...or how she wanted to thank us both for such a great day. She even asked me what I would like but with such a perfectly sweet mix of innocence and suggestiveness that I doubted my sense of a change in her behavior.

As we pulled into their driveway, she leaned away from me and pulled Mark to her and kissed him, her hands caressing his face and chest. As she kissed him, her position turned her barely covered ass up and toward me. The unbelievably sexy ass I had fantasized about repeatedly was right there and I could see both her cheeks and her crotch.

Though her crotch was covered, it was more exposed and close than I had ever seen. I could see red lacy panties and wisps of dark brunette hair peek out. My cock began hardening immediately and I suddenly felt very flushed. I nearly jumped out of my skin when her hand reached back and touched my knee. She broke her kiss and laughed. Not a mean laugh, but a laugh so full of friendship and fun and love of life that despite being incredibly embarrassed at my erection and at having jumped enough from her touch to bang my shin and break their moment, I smiled and laughed with her.

My breath completely stopped in my chest when she leaned across me, her face approaching mine, her lightly scented body wash and natural feminine smell filling my senses. I could feel my body trembling as her hand slid easily across my chest and her lips were now so close to my ear that I could feel them even though they weren't yet in contact.

"Thank you for an amazing day James...you never did tell me how I can properly thank you...too bad...I guess I will have to think of something while I am in the shower. If you think of something before I get out, just cummm in and tell me."

And with that, her hand reached farther across and opened the door. She then slid over me, straddling me at one point and pressing her weight down as she hugged me. My face was now against her neck and her long curly jet-black hair. I couldn't breathe...I knew she felt my erection...hell I was so hard I wouldn't have been surprised if half the county could feel my erection.

I knew Mark was right there as well. As she climbed over and off me and out of the truck, she paused once more, looking straight at me as she unbuttoned two of the three buttons of her shirt, her breasts and nipples coming into view...when she saw my eyes widen and my breath catch again she just smiled and winked and turned on her heel, walking away with an unmistakable sway to her ass that said "damn right I am hot...dream on boys."

When she was gone, I became painfully aware that what had just happened had never ever happened before and worse...my cock was so hard that it was unmistakable. Mark looked down then back up at me with a smirk and raised eyebrow. I started stammering out an apology about how I hadn't been laid in way too long.

He quickly shot that down by saying "man, shut the fuck up with that...we both know any man would be like you are now and you've crushed on Ellen since high school. Don't deny it...of course I have known...I am your best friend. I remember how you looked at her back in our senior year and I see how you still look at her when you think no one is looking or when it's clear that everyone is looking."

"I am sorry Mark, she's just so...well damn, you are one lucky fucking guy."

"Are you really this clueless...you can be that lucky too...especially if she ever found out why your nickname 'the whopper' has nothing to do with your love of burger king...course now that she has felt it she knows."

"Mark, man, I don't know what to say...I didn't mean any disrespect..."

"Jesus James...you really do spend too much time in that brilliant head of yours. Let me spell it out for you. Two weeks ago, Ellen fulfilled a fantasy of mine to have sex with her and another woman...you remember Allison right."

"Holy shit dude...you're getting two beauties at once while I am stuck on a fucking ship with all guys and only prostitutes or women wanting paycheck husbands..."

"You gonna shut up long enough for me to finish? Anyway, it was fucking amazing...everything you ever thought...it was better. Afterward, I thanked her...she laughed and said she had a different thank you in mind. I knew then that she was up to something but hell I always have had a great time, so I played along and asked her how I could ever thank her sufficiently."

"She leaned in close, just like she did to you tonight and whispered how she wanted to be the center of attention with me and another guy...not just any guy though...someone we both know and trust and who would be so cute to see completely mind-blown deer in headlights frozen when he realizes we are serious.

"She said that there really is only one guy that fits that bill James. She even made me admit that I knew she was right and then told me that this was the thank you she wanted."

When he finished, I started getting angry...I knew now that this one big "fuck with James" moment. I told him he had never fucked with me like this before and that it hurt. "Dude, you have a gorgeous wife who is undeniably hot as fuck. You know I haven't been getting laid and you two tease me and then have a big laugh at poor blue balls James. Why are you doing this?"

Mark sat back in genuine surprise. "Wow James...just wow. This isn't a trick. Ellen wants to have a threesome with both of us. She wants to suck and fuck you. She wants your hands and mouth all over her. She wants to make your fantasies come true. And yes, of course she knows you fantasize about her. You are probably the only person we know who thinks only you know about your crush on her. Quit being a dumbass and go join her in the shower."

Embarrassed...no, that doesn't do it justice...horribly mortified, I hung my head. "I am sorry Mark...I don't know if I can. You guys are my best friends. You know my family history. You know that you two are more my family than my blood family will ever be. I can't afford to fuck that up. How do you know this won't end up hurting us or tearing us apart?" I felt as ashamed as anytime in my life as a couple tears escaped and rolled down my cheeks.

"James...go easy man...look, we have been friends for five years now and nothing, I mean mothing, is going to change that. You have a chance to really enjoy yourself and get something and someone you long desired and deserved, but if you can't get out of your own way...well, maybe it just isn't meant to be. But whether it happens or doesn't happen, we will always...look at me goddammit...always be friends. Nothing will change that."

I couldn't bring myself to speak but did see in his eyes the truth of his words and knew that Mark meant them to his core. I nodded. Sensing that there was nothing more to say in that moment, Mark opened his door and got out.

After a few seconds delay, I did the same. Walking into their house, I heard the water turn off in the bathroom. Mark walked to the back and into the bathroom with Ellen. I sat down heavily on the couch and reflected...mind and emotions totally in turmoil at what the last couple hours had brought.

A few moments later I caught a glimpse of Ellen, towel clad...long sexy legs exposed so high I would have been able to see everything in different lighting or from a different angle. She paused cocked her hip toward me, winked, stuck her tongue out at me then shrugged with almost a "oh well" expression and went out of sight as she closed their bedroom door.

Mark came back out and sat next to me on the couch. "Well man...I let her know what we talked about in the truck and it's all good. She is disappointed but we both love you man and our friendship comes first. Are you sure you don't want to try this?"

"Mark, I have never been less sure of something in my life...I am so damned conflicted and jumbled up...I wish I were more like you...see someone I like and just go for it."

"It's just a mindset James...only you can get you there. Why don't you get a shower so you don't get dirt everywhere and we'll get some food going."

As I stripped down and stepped into the hot water, my cock rose as I replayed Ellen's touch and scent and the feel of her breath on my ear and her body pressing down against my hard cock. Catching myself, I finished showering and turned off the water. As I stepped out, I froze because there was Ellen, holding a towel out in front of her waiting on me.

She didn't give me time to get back in my head and instead stepped forward and began drying me off. Her touch sending shivers up and down my spine and goosebumps all over my body. Her lips found mine as she dropped the towel separating us and pressed her nude form to me. My painfully and fully erect cock stabbed against the little strip of pubic hair and upward to her belly button.

I moaned as her hands reached down and wrapped around my cock. My body shook in a mix of years of pent up desire and nervousness. I tried to pull away...not because I didn't want this but because I wanted it so badly that I was at risk of cumming almost immediately. As if peering straight into my fears, Ellen broke the kiss and whispered "please let me suck your cock. I know it won't take long, I don't want it to. I've wanted to do this for years and I'm tired of waiting. I want you to let go and cum for me."

She knelt before me and wasted no time...no foreplay, no licking slowly around...she took my cockhead between her lips, her tongue did things I still can't believe as she bobbed part way down twice before taking me fully down her throat...all 8"...her fingers stroking my balls...pulling them down away from my body.

"Oh fuck Ellen...oh fuck...oh fuck yes! I can't believe this isn't a dream. Oh god...I won't last if you keep that up."

Ellen pulled back up and off my cock...giggling as it bounced up and down. She looked up at me and said words I'd fantasized for years hearing.

"James I want you to cum in my mouth and throat now so that we can get to some real fucking...by the time I'm done with you, neither of us will be able to walk straight".

She then grabbed my hands, put them on her head and told me "now fuck my mouth like you know how and like I know you want to and like I want you to...show me you love me."

I was gone. No hesitation remained as I pulled her forward and onto my cock...her lips wrapping around as I pressed her head downward until my cock reached her throat. Pausing only to shift the angle of my hips slightly, I forced her head down until her nose was against my pubes and my cockhead was firmly lodged in her throat.

Hearing her moan and feeling her tongue sneak out to lick my balls, I held her there until I saw her eyes water from the effort and her face begin to redden from oxygen deprivation. I pulled back and she took in a deep breath before plunging back down fully. I moaned loudly when my cockhead popped into her throat with such exquisite perfection. I knew I couldn't hold out.

"Oh fuck Ellen, here it comes...I'm fucking cumming..."

It felt as if my balls swelled and then shrank down to a pinpoint as the strongest orgasm of my short adult life hit me. The first jet was so strong and large that I felt it reverberate through Ellen when it hit her. She immediately began working her throat to swallow, backing off just enough to have my cock in her mouth instead of her throat. Her moans filled the room as her tongue wrapped itself around my throbbing exploding cock and proceeded to drain me as I had never been drained before. Shot after shot of cum filled her mouth. It leaded around the edges of her lips.

As my orgasm finally subsided I was overcome with a wave of appreciation and love and friendship for this woman who I had secretly lusted after for years and only adored from a near afar. As she looked up at me with an oh so typical mischievous and light-hearted grin, she took a finger and swiped the cum that had escaped her mouth and sucked it clean.

I smiled and said "I think I've died and gone to heaven cause I'm with an angel."

She just rolled her eyes at my cheesy comment and didn't miss a beat "oh hell no baby..I'm all she devil right now and you better not be dead cause I need to be fucked long, hard and deep all night and into tomorrow!"

I pulled her up and without thought of anything other than my love for her, kissed her...my tongue demanding entrance to her mouth. To her credit she paused only momentarily her eyes opening and searching mine. Seeing that I was just lost in the moment she opened her mouth to me and watched my reaction when I realized that I could taste myself in her mouth.

I would love to say I didn't miss a beat, but I did...I paused...enough that she noticed and started to pull away. That did it though...determined not to let a kiss I had longed for forever end like this, I grabbed her head and pulled her back to me, my lips crushing hers and my tongue seeking to dance with hers. Ellen responded immediately, and the kiss was the most intense sexual connecting experience of my life...my cock immediately began filling again, my need for her so complete, rapture finally had experiential meaning to me.

With a strength I didn't know I had, I lifted her up, her legs immediately wrapping around me, her hand slipping between us to find my cock and guide it where we both knew it had to be. Slipping it between the engorged wet lips of her cunt...when it was there, she removed her hand and grabbed around my neck. "Now fuck me with that big cock James."

I let her weight go completely, her eyes widened, and a screamed groan escaped her mouth as her weight dropped her fully onto my cock. She bit into my shoulder hard enough that I knew it would be marked for days and I fucking loved it. I walked with her in my arms, our bodies connected out of the bathroom and into their bedroom and froze momentarily when I saw Mark. I stood still with Ellen straddling me, my cock buried fully inside her. She turned her head toward Mark and upon seeing him smiled.

"hey honey...James got out of his head."

As if to emphasize her point she squeezed down on me and it felt like nothing I had ever experienced before...liquid heat mixed with the softest velvety spongy glove molding itself to my cock and massaging me. Not to be outdone, I flexed my own core which caused my cockhead to expand and flare outward...Ellen's eyes widened as she turned back to me.

"Now where were we...oh yea...you were just about to fuck my brains out."

I could say that I was torn and uncertain and worried about our friendship but that would be bullshit revisionist history. In that moment I did look at Mark but with my cock buried inside Ellen and my lust unleashed and in full run, he would have had to intervene forcefully to stop us...he didn't. In fact, he opened the door to their bedroom and led the way, stripping his own clothes off as he went.

As I stepped through and into their bedroom, Mark came up to us...standing behind Ellen and facing me, I had a feeling I knew what he was up to...when Ellen felt him, she reached a hand back to hold him at bay.

"Whoa there Mark...we just started...I want you both but need to ease into it a little bit."

"Don't worry baby, I will ease just a little bit inside."

"Mark, you asshole."

"Nah baby, Mark is going to mark your asshole"

"Ugh...you double asshole."

Feeling just a bit frustrated at the interruption, I chimed in, "Hey are we gonna fuck or stand around talking about whose asshole is getting Marked?"

"Hey buddy, didn't know this was multiple choice...Mark never turns down a willing asshole."

"Oh for fucks sake dude shut up and help me show Ellen a good time here."

"Yeah, what he said."

As we reached the bed, I leaned forward easing Ellen's body onto the bed then followed her down until I lay on top of her. I felt her legs clench around me, her nails went immediately to my back and our mouths met. She sucked my tongue into her mouth and teased it with hers. Her tongue danced on and around and away.

I lost myself in her. All else vanished or just ceased to exist. For a few moments I achieved nirvana. Our bodies slapped repeatedly together, her nails dug in to my back, her teeth once again found the flesh of my shoulder. My pubic bone ground up and against her exposed and enlarged clit as I used the full length of my cock to fill and empty her.

I had never felt sure around women before. I had fucked and gone down on a few but was never sure if I really got them off. Ellen was different. Her body was so responsive, her sexuality was so on the surface that when she came there was no doubt...and she came...gloriously and loudly and wetly...her cunt making noises I had never heard until then and her abdomen clenching and unclenching so violently I thought it had to hurt.

Deep inside her...I thought it would have been all about clenching down, but it was the opposite at least at first...it was like she ballooned open deep inside and then the waves of pulsating and gripping started and I was truly lost. I lost all sense of anything but fucking this beautiful woman. I groaned out my own need.

"Yes Ellen, cum for me...cum all over my cock you beautiful needy slut...oh fuck yes...dig your nails in, mark my back...god yes...bite me, let it out babe...fuck yes!"

"Flip her over and fuck her from behind..."

One sentence brought me back to the moment. The realization that I wasn't alone with Ellen but instead was fucking Mark's wife in front of him. I looked into Ellen's eyes and saw her playfulness and her fire...challenging me to see what I would do. Determined to rise to the challenge, I grabbed her right thigh, lifting and swinging it left across her body, effectively flipping her onto her stomach in one quick motion.