Lesley and Dennis

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The way we went from friends to a threesome.
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Lesley and Dennis. True story!

My wife met Lesley at Primary school walking our boys to school, often walking there and back together. Later, I met her, then her husband Dennis. Lesley was not a very attractive woman, overweight, rather like a ball! She did not try to look good and had a huge chip on her shoulder about men in general.

One evening, we had a small party to try out some homemade beer I had brewed; my first! Dennis, my inspiration, had made it before and his beer is quite pleasant. The problem is that home brewing makes strong beer!

Lesley, on this occasion wore her hair loose; naturally curly and long it looked nice and I told her so. This time, she did not return a cutting comment and so we chatted for a longer time than normally. When Dennis joined us, we talked about beer making and in particular, the brew he has going at home now.

"You must come down and try it later Bruce!" he said, as he usually does imitating an Ozzy and calling me Bruce. (A la Monty Python)

Later that evening I felt that Lesley was becoming quite flirty with me and this was something I enjoyed. When she left with Dennis, I gave her hug and she responded positively; no negative, anti-male comments all evening!

Many months later, I visited their home, close to mine where Dennis and I shared a glass of his latest brew; Lesley joined us after putting the kids to bed. She has lost a lot of weight and looks very different. She still cuts men off when they talk to her, so my compliments to her were given with some reserve.

"Thank you!" she said smiling back to me when I told her that she looks so good.

"She is fantastic!" Dennis said, joining in the praise for his wife.

She responded well to all of this and it made me feel comfortable.

"You look very sexy Les'." I said the words that Dennis uses when he flirts with her, usually when I or other friends are around...

Many weeks later, Lesley asked me over to see her new darkroom. I also had a darkroom and she has extended her interest in photography to developing, using B&W. Dennis was chattering excitedly about the work he has done to convert an old cupboard while she and I went inside to check that it is lightproof. Dennis has to remain outside, as there is no room for him.

Lesley and I stand by the bench and prepare to turn off the lights. It often takes five minutes to get accustomed to darkness. After this time, we may see light leaking in. While we wait in the dark, Dennis cracks jokes about what we might be doing together in the dark. We make jokes in return and I made some comments that were not jokes! I reached out to her and pulled her close to me.

Lesley did not resist, nor did she respond when I pulled her chest to mine and enjoyed the feel of her breasts on mine, soft now after loosing so much weight. She whispered to me, "Don't start anything you can't finish!" but remained in my arms, floppy, like a doll. Instantly, my tool started to tingle. I sensed the meaning in her words, even though we could not "finish" in this situation. I held her still for a few seconds, allowing my fingers to slip through the very loose-knit wool of her old, too-large jumper. My finger tips stroked her back softly, I whispered to her, "I haven't started anything yet!"

I felt stupid after saying this; it was a spontaneous thing but senseless. After a minute, we began talking to Dennis about the standard of the light seal around the doorway. Then we opened the door and joined him, over doing the response of our eyes to the brightness of the kitchen. I felt it was obvious to Dennis that we had been flirting in there.

"She's a lucky woman!" He said to us, "having a darkroom to play in!"

I was ready to own up but he did not proceed with this chat. We went on to the cellar area where his beer is maturing. Lesley joined us in a glass of strong ale, after a few sips, Dennis went on to tease his wife about her appearance as she has lost so much weight.

"You gotta say it mate," he nudged me, "she is looking good lately! Her clothes don't fit anymore but it is worth buying new for her."

I nodded and heartily agreed with him, my head full of passionate possibilities about her. I looked closely at her as she stood before us, lifting her arms and spinning slowly, as if to allow us to inspect her.

Her woolly jumper used to fit her but now it is too loose, but it still looks good. I can see her bra clearly under the woolly material, through the very large holes in the knit. Her belly still has a swell as do her hips, thighs and buttocks. Strangely, it is her bust that has lost so much weight. Her breasts used to stick far out in front of her, firm and raised, but now, much smaller they have a natural shape.

She wears a long skirt, as usual not ironed. "I do not do ironing!" she often proclaims, "if you want ironed clothes, do it yourself!"

Many months went by and often, when we meet, Dennis tells me that Lesley has a bit of a fancy for me. Today, he says that he and Lesley have been chatting about things. I let the comment go by; hoping he meant that they had been talking about letting Les and I share the darkroom again, but he says no more.

This evening, I have been called over to share a drink of homebrew and watch a smut video that he had brought home from work. We often do this and this film is supposed to be special. Not the usual Lesbian film, but one about couples sharing.

"Lesley loves this bit!" Dennis teased as we watch two guys undress a woman, she making feeble attempts to stop them.

Lesley grins derisively at him, "When did you ever bother about what I like?"

"There's the Lesley we all know and love!" I thought, smiling to myself.

Dennis brushed the remark aside and whispered, "She would really like to try it with two men!" he grinned at her as she pretended to be offended at his candid comments.

I felt confident and burst out, "I'd love to try that too!"

Dennis grinned and looked at her. "I told you!" is all he said.

"Don't start what you can't finish!" she said to him seriously. I recalled the time we spent in her darkroom many months ago. It must be her favourite phrase.

We did nothing else after this but watch the film and joke about how many cocks this woman gets. We also drink lots of Dennis's beer.

Later that night, I lay in bed thinking about what had happened. I realised that I was too reserved.

"It's obvious that she fancies me and that they have been chatting about it together. The next time, I am going to urge things on a bit!" I think.

Two days later Dennis comes to my house and chats away in his usual manner and declares that "this next batch of beer is the best ever!" and I should come over this Friday evening to have some.

Later, when alone he whispered excitedly, "Lesley says that if you are good, she'll put on a fashion show for us!"

I recognised this as my chance to set the scene. "I hope she doesn't wear too much!" I joked, hoping it is not taken as a joke.

"You'll see!" he replied grinning in his boyish way, his nostrils flinching as usual when he is close to laughing.

On Friday, I went alone to Dennis and Lesley's and soon Dennis and I are sitting in the lounge watching yet another video and drinking our first glass of beer.

"Lesley's upstairs getting her clothes ready and having a long soak in the bath. You'll love her tonight!"

"Is she going to wear something sexy and see through?" I joked. This time I am confident that we will do more than flirt.

"You'll see!"

I felt sure that we could go a lot farther tonight and I am determined not to sit back waiting for things to happen. I intend to push things.

Half an hour later, the film finished along with the large container of beer.

"Hey Bruce! Put another film in while I get us more of this heavenly juice." He said using our pretend Australian names; we both call each other Bruce!

"Sure thing Bruce!" I reply in the correct mode. Ignoring the titles of the smut films I put one in the VCR. I fast-forward it to avoid the adverts and watch some good action until Dennis returns. This one is about a mature woman (in her 40s), my favourite blue movie, one that Dennis borrowed again just for me.

We sit and enjoy the scene as this lovely woman showers and gets into her bed. Lesley joins us at last after more than an hour.

"Hell, you must have had a long bath!" I joked at her. "I wish I was your flannel!"

The lounge is dark, the thick curtains drawn to block out the summer evening light. Lesley wears a heavy, thick dress, something she had purchased from a charity shop. It was very old fashioned and smelled of mothballs! Dark blue, the heavy cloth hung from the tight waist to her feet; it also went up to her chest, disappearing under a short cloak with a hood. The hood hung loose over Lesley's hair and framed her face. She walked by us and stood in the centre of the room, blocking the action on the screen, something we had both stopped watching.

She stood still and allowed Dennis and I to make comments about her. As all the things were complimentary, she rotated slowly for us. I felt such excitement in my belly, hoping, yet somehow knowing that this could become such a sexy event.

Dennis filled the room with adoring compliments to her; I nodded and agreed with all of them, which, I am sure she discarded with all of the usual things that we say to her. This time though, the atmosphere is very different.

Lesley smiles at us and slowly walks over to her man. Bending toward him, she picks up the beaker of beer and pours some into his glass. I see him grin at her as he looks down to her chest. I can only imagine what he is seeing.

She stands up and turns to me offering me more beer. I drink what is left and nod to her. As she bends forward, she brings out her other hand and clamps the front flaps of the cloak over her chest. I let out a sigh that showed my disappointment looking at Lesley as she grinned back to me, magnificently superior.

I know I am being teased and I thrill at the frustration this causes me.

I drink from the glass and Dennis and I look up to Lesley who steps around the room as if she were inspecting the contents. I feel brave as well as cheated. I stand and approach her.

"You must be boiling in all these clothes!" I say to her and turn her to face her man. She pulls the cloth tight to her chest again as she looks closely at Dennis. I reach in front and undo the two buttons at her neck that secure the cloak. She holds the cloth tightly; Dennis nods at her to play on.

I pull the hood from her head and stand behind her as I smooth her hair back from her face. Standing close to her, I smell the scent of her clean hair. I let out a slight sigh and Lesley leans back just a little into my arms. I whisper to her, "Let go babes!" and try to pull the cloak open.

She holds the flaps closed in just one hand but does not try to stop me removing the top. Slowly, I pull the thick cloth apart exposing her shoulders; I can see that her chest in naked and I thrill at the sight of her, still covered but exposed. As I become more persistent, she allows the cloth to fall. I look over her shoulders to Dennis who rubs his hands with childish glee, then to her breasts.

Heavy, the soft flesh hangs over the bodice of the dress, exposed to our greedy eyes. I stop and enjoy the moment; I pretend that I am giving Lesley time to stop but in fact, I take in the detail of her fine natural shape. My tool is aching with desire and excitement, not solid yet, but in a state that is full of sensuous potential.

I look at Dennis and at Lesley. She relaxes more into my arms, her back in my chest, I know things are cool. I whisper to her truthfully that I love her breasts. For the first time, I look at them, nipples long and dark, point at her man in front of us. Bravely, excitedly, I let my hand move in front of her and lift gently the softness of her right breast.

"Don't!" she said to me.

"..start anything I can't finish!" I carried on her phrase.

She grinned knowingly at me. "I've started," I said, feeling clever, "and I intend to finish!"

I watch her as she looks at Dennis, who nods back to her, lifting his drink and leaning back into the chair, relaxing. His body language said "over to you!"

I did not know what to do next. I knew I was ok with her breasts but I wanted to kiss her. As she faced her man, I pulled her back to me so that I could lift and feel both boobs. As she moved into me, my tool rubbed into her buttocks, or at least into the back of her thick velvet dress.

I keep looking at Dennis, ready to stop at the first sign of distress or discomfort. I see nothing and continue to enjoy her beautiful breasts. I am no longer able to resist the need to kiss her. I start to kiss her neck and sigh lovingly as I breathe in the subtle scent she wears. She pushes her buttocks into my groin in response as I kiss her neck and the side of her face.

Now, I lift the two globes as high as I can and let them slip through my hands until I feel the hard tips in my palm. The feeling sends a shiver through my body and I grip them firmly, crushing her flesh. I love this feeling as the hard tips push into my hands, defiantly, daring me to continue.

I want to rip her clothes off and I would do if I did not still feel a little reserved. There is a tension between us, as if we all know what we want to happen but are still afraid to do something wrong. I feel this too, yet it gives a nice edge to my excitement.

Instead of taking the lead, I say to Dennis, "I could use a hand here mate!"

He gets up reluctantly. I want to get him involved but as he stands in front of us, without coming too close I change my mind.

"Hold Lesley's hands please," I say, "I don't want her to trip!"

I grip her arms and move them so that I raise her hands in front of her man. As soon as Dennis holds them, I let go of her and step away.

"I have to undo these mate!" I say to him "and I can't see much!"

In fact, I just wanted him to be involved and by holding her hands he could stop her from resisting me as I removed her heavy dress. The dress had two tiny buttons at the top, under the back of her neck, followed by many hook and eye clips. As I went down the dress, so it became loose and soon it fell forward exposing her breasts properly. She stood silently as we gazed at her body, slowly becoming more open to our affectionate eyes.

At the last hook, the dress fell from her hips but remained upright, simply supported by the rigid thickness of the cloth, forming a tent shape around her legs. I push it down, and without speaking, Lesley steps from the warm material. Now she stood with just an elegant pair of old fashioned Directorie knickers. Her legs had a pair of calf length stockings, which gripped her legs just under her knees.

I've never seen a woman in such clothing, the panties show her large buttocks and thighs to perfection. As I kneel behind her, watching her step out of the dress, I feel the heat from her body. I feel so many impulses, which I curb in each case. Now I want to kiss her large buttocks and legs, so attractive are they. I resist, sure that I will be able to enjoy her in full later.

As she stands before us, Dennis, still holding her hands, whistles crudely at this new, strange woman. I stand beside him and we gaze at her. She has a classic shape; still losing weight; she has a moderate tummy and thick thighs and buttocks. She does not feel coy or shy in front of me, confident by my response that she is being appreciated as well as adored.

Crudely, I grip my solid tool and shake it, making sure that both see me. "I have such a stiffy for her Bruce!" I say using our Oz chatter.

"Me too mate!" he declared to us both.

Lesley grins at us; the type of negative response she often makes to men would be impossible here. She smiles and looks at the two men before her with lumps in their trousers.

"It's a good job I know what to do with those!" she joked.

Instantly, Dennis starts to undress. I follow him and naked, I quickly stand beside Lesley with my knob pointing at her belly. She looked down to my tool and I followed her gaze to see a large glob of clear fluid oozing from my tip. As I step close to her, she grips it and bends it away from her panties giving me such a thrill. I move closer now and as I do, she rubs her fingers over the slippery end, spreading the sticky fluid over my helmet.

Dennis joins us and stands predictably beside her, mirroring what I do. I lift her breast again but now I want to explore her panties. I caress her breasts for a while and soon allow my hand over her soft belly. The elastic is tight around her waste but that is ok, I move over the silky smooth cloth.

As I move down her belly, she sighs and squeezes my cock in her hand. I am shocked when my hand goes down to her sex. The knickers legs are so loose that my fingers find their way into the confines and into the mass of hair Lesley has; her final protection.

Her thighs part for me, yet her feet remain unmoved. My fingers find her moistness instantly. As I slip my middle finger along her slit, she sighs, lets go of my tool and wraps her arm around my neck. Her right leg raises and she opens herself to my greedy touch.

I forget Dennis, but I see that he is watching me while his hand lifts her soft breasts; he is awed at what we are doing.

I slide my fingers along her slit without penetrating, feeling the sticky liquid coming from her, making me feel powerful, as if she were mine. Crudely, I remove my hand and look at the shinny mess on my fingers, shinning in the glow from the tv, something we have long ago lost interest in. Dennis sees the goo on my hand and breaks away from our action.

He pulls her arms to the side and suggests that she lies down. Lesley obliges eagerly and lays on the soft mat in front of the TV. The screen light shines on her body, blue and red at times, making her glow with colours. Dennis makes his way straight to her panties and pulls the material to one side exposing her mass of hair to our eyes.

Before I can kneel down, he has his face buried in her hair. Instantly, Lesley sighs. Not once, but continuously, gasping even as he drinks from her hidden hole. I kneel beside her and she grabs my tool, pulling me along her body. I know what she means and I walk on knees to her shoulders. As soon as she can, she rams my cock into her mouth, her tongue flicking furiously over the tip making me gasp with delight.

She pushes me deep in her mouth and then slides me out; when at the right position, she flicks her tongue over me sending shivers into my balls. I want to ram it into her throat, but, as is my intention tonight, I allow her to control the action. I watch her as she sucks my tool into her greedy mouth and in turn, I watch as Dennis laps at her hole. He holds her thighs, one in each hand and pushes them as wide as he can. Crudely, Lesley lifts her knees, her feet by his shoulders, so that he can have full access to her sex.

I see her shudder silently; "is she cumming already?" I wonder. Her tongue stops moving for a few seconds and she lets out a long sigh. I think she did cum. I feel so excited now. My knob is tingling with so many thrills generated by the mood, by what I see and what I feel.

A few seconds later, Lesley resumes her action on my tool, this time holding the shaft with her hand. She gently squeezes the shaft and I feel more clear ooze dribble into her mouth. I don't know if she can taste the weak flavour of my precum, but she continues to enjoy what we do. Dennis growls in a lewd manner as he devours her dripping sex.

I watch in awe as he moves her thighs so that her feet now rest on his shoulders. He lets her thighs go and lifts his back, raising her legs. She allows them to fall apart knees bent, giving her body to him. I see his hands move between her legs, but I do not see what he is doing. It is obvious really as she starts to gasp again when he touches her. Lesley stops sucking as this happens; my tool stuck in her mouth but ignored by her. I reach down to cup her breast; gently, I enjoy the weight of her soft flesh, lifting and squeezing. I can see that her chest and face have a pink glow, beads of sweat cover her brow.

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