Mid-Life But No Crisis

I had been married 18 years and while it wasn't earth shattering I was reasonably happy with my life. We had enough money to be able to live a bit. We never had children for various reasons. My sex life was OK, regular and I guess quite routine. My husband, Andy, was my first and only lover and while I sometimes fantasised about other men I was a long way from acting out my fantasies.

I worked part time as a receptionist and for about 3 months had acted as a sort of unpaid counsellor to my friend Wendy whose life had been turned upside down when she caught her husband with his hand up another womans blouse at a party. They had tried to reconcile things but eventually he left her for the other woman.

She was devastated and spent the most part of her days weeping. Well I was due holidays and I suggested to her that we get away to the sun for a week, to take her mind off things, and relax in a different environment. Andy was OK with that, he was very busy in work and agreed the break would be good for me.

So, we flew off to Portugal, two 38 year old women.

Once we arrived Wendy visibly relaxed and for the first few days we just soaked up the sun by the pool, had nice meals and a few glasses of wine at night. The resort was quiet, it was off season and most people in our apartments were English guys on golfing holidays.

I love the heat of the sun on my body and despite my 38 years I felt OK going topless. It gave me a bit of a kick to see guys admiring my body as I sat reading and sun bathing.

I had always tried to keep in shape through playing tennis and swimming and was happy enough with my body. I am quite sallow skinned, with short jet black hair. My bum is bigger than I would like but my breasts are 36C and still reasonably firm.

Wendy on the other hand is quite petite. A very slim redhead she has small pert breasts. While she likes the sun her complexion kept her in the shade quite a bit, but she was happy to sit at a table, having a drink, occasionally chatting to others.

Well, one night about 4 days into the holiday we were out a bit later than usual. We were both in good humour, enjoying ourselves, having a laugh and decided to stop in the hotel bar for one last drink.

We were sitting at the bar. There were only 2 others there and they started chatting to us. Both guys were English, in their late twenties, on a golf trip. Their rings indicated both were married.

Well, it felt good, to be chatting with 2 younger men, letting them flirt with us. I could see Wendy was a bit drunk but was having fun. The bar closed and to my surprise Wendy suggested we open a bottle of wine in our apartment.

Well, back in the apartment we chatted and had a laugh and soon both of our bottles of wine were gone and Wendy was definitely a bit drunk.

One of the guys offered to find a shop that sold wine and to bring back another bottle, so he headed off. I went into the kitchen to put together a few snacks for us all. I had just got them ready when I heard giggling from the other room.

I went out and stopped in my tracks. Wendy and the other guy, Brian, were locked in a very passionate kiss on one of the setees. I just stood and watched, they were oblivious to my presence.

As I watched I could see his hand, very clearly under her top massaging her breasts. He moved her top up, exposing her pink nipples, I just watched his hand playing with them and then his mouth moving down to suck on them.

I heard movement behind me, Alan, had returned. I looked around gestured to him to stay quiet, we both smiled as he saw what was going on. He put the wine down, stood behind me as we both watched.

Wendy was stroking Brians head as he sucked her breasts. Then to my amazement his hand moved between her legs. It was obviously a while since she had been with a man. She moaned as his fingers touched her. Her skirt rode up as he explored her. He had her panties pulled to one side clearly exposing the red hairs on her pussy.

It was only when I felt Alans hands on my shoulders that I realised how engrossed I was in their activity. I froze , on the one hand turned on by watching, but on the other aware that I wouldn't, couldn't let myself get involved. I didn't want to spoil Wendys fun by interrupting though.

Wendy was rubbing him through his pants. I just stared as he opened them, watched her hand encircling his thick, hard cock.

Alan moved closer to me, held me against him, both of us still watching. I could feel his cock pushing against my bum. I wanted to stop him but couldn't to interrupt the others.So I just stood still as he pushed gently against me.

She was stroking him as he explored her, his fingers moving in and out.

I felt the back of my skirt being lifted slowly, then a hand moving over my bum. That was too much, I moved his hand away - whispered no. He stopped, whispered sorry. Then he tried his luck, moved his hands up to touch my breasts through my top. I didn't stop him this time, decided it was OK but no more.

In front of us Brian had moved to stand in front of Wendy. I just stared as he opened her legs and literally plunged into her. I could'nt believe my best friend was being ridden right in front of my eyes.

As we watched Alan was massaging my breasts, his breathing heavy, his cock hard against my bum. I was very turned on and gasped when he moved under my top onto my bare breasts. He didn't stop...slipped my top over my head so his hands couldroam all over them.

Brian was moving fast inside Wendy and in no time I saw him pulling out, shooting his load on to her belly.

He rolled off her. She was rubbing herself, obviously unfulfilled. To my amazement Alan moved from behind me, crossed the room and before she could say anything he had dropped his pants and taken his friends place inside her. He moved at a steady pace and before long Wendy was moaning and screaming as she reached orgasm. He moved faster then and in another minute he was pumping his seed into her.

There was silence for a while as everybody recovered. I just stood there. Brian was the first to move. He crossed the room naked. Took my hand, led me, in a daze to the other setee.

I had no resistance as he kissed me. My heart was thumping but I was so turned on. Alan came over, sat on the other side of me. I just closed my eyes, felt their kisses. Lay back as two hungry mouths sucked on my heavy breasts.

My skirt, panties followed. I felt myself being lifted, turned, then as I lay face down I realised that a hard cock was brushing my lips as another moved over my pussy.

I was helpless to resist, opened my mouth and started licking and sucking as I felt my legs being opened and a hard shaft entering me from behind.

I dont know how long it lasted or how many times I came, its just a blur of pleasure. The guys swapped places once or twice until I felt one pumping his seed into my pussy then the other literally filling my mouth with his warm cum.

I collapsed and fell asleep.

When I awoke, they had left. They flew home that morning leaving Wendy and I 2 days to get the smiles off our faces before I returned to my husband.