Matt and Sam met during their senior year in college, dated for almost two years and then were married. Matt at 25 and Sam at 24 had an active and fun sex life and they both had very active imaginations. Although if you asked either one of them point blank they wouldn't be able to recall when 'it' first occurred, the it was an apparently innocent foray deeper into their imaginative sex lives, their sexual fantasies and the darkness that sometimes overtakes couples wandering through a marriage searching for more than they should be. Matt had just stepping out of the shower and drying off when Sam reached around his waist and began stroking his cock. He was hard in an instant and he turned his head and smiled at her.

"Nice honey but let's move this into the bedroom."

"Alright big boy."

It was that simple really, just another of there sexual liaisons after a long, hard day at work. Matt was lying on his side on one elbow waiting for his wife but when Sam crawled up on the bed she playfully pushed him over onto his back and straddled his waist. She bent down and kissed him, dragging her breasts and hard nipples across his chest and sending shivers down his spine. Matt reached underneath her and took a breast into his right hand and began massaging it, rolling the nipple between his fingers.

Sam broke the kiss and sat up. "I want to be on top tonight."

Matt shifted his hips a little to accommodate her. "That's fine with me."

Sam reached behind her and took his cock with two fingers and positioned him then slowly slid backwards and down until his hardness slid deep inside her.

Matt smiled up at her as he caressed her nipple with his fingertips. "Oh honey that feels fucking good."

Sam was very slowly rocking back and forth, her eyes closed and her head tilted backward, as she slowly pleasured herself and her husband. Matt was watching her, as he always did in this position and he was puzzled, something was different tonight. Sam was thinking about something or someone else and he could see it written on her face.

Curious he whispered. "What are you thinking about Sam?"

She opened her eyes and smiled down at the love of her life. "Nothing baby, just enjoying that gorgeous hard cock of yours."

She closed her eyes again and a strange smile came over her. Matt replied, "Alright honey." But it wasn't all right; he knew that she was thinking about somebody else, of that he was positive. Both of them had used fantasies in their lovemaking sessions since their first tryst in his college dorm room. It had started innocently enough with them teasing each other about making love to other people and even about having a threesome while they played with each other's bodies. Sometimes they play-acted like they were other people, one time he was an older professor of hers bringing her to sexual heights in the classroom. One time she was a nurse in the emergency room performing a physical examination on him while other nurses and doctors looked on. Simple and fun things like that, things that most people do in the privacy of their own bedroom but things that can get out of hand if you don't watch out. Still they had never brought anyone into their fantasies to use for orgasmic sexual purposes at least not until tonight. Tonight was different and Matt knew it he just didn't know what had caused the change in Sam.

When they both had finished making love and were lying cuddled up to each other, spooning, she had scooted up to his back, her arm across his waist lazily playing with his limp cock then she whispered in his ear, "I was thinking about Ted."

Matt stiffened. Ted was Matt's best friend; they had grown up together going to the same schools from second grade through college. Ted had been their best man at the wedding and they had often gone out on dates, just the three of them. Ted was good looking and had dated a variety of girls that Matt had classified as 10's but none of them ever lasted long and for the life of him he didn't understand why. Ted was 6'2", well tanned, muscular in a sinewy way with blonde hair and blue eyes and Matt had always teased him that in the 1938 Germany they would have loved him. Still, why was Sam thinking about Ted while they made love? He turned his head toward Sam. "How come?"

Sam slowly got up onto one elbow and Matt rolled over to face her. There was just enough ambient light coming through the window that he could see her face. "Oh honey don't look so worried, it was just a fantasy."

Matt thought about that for a while then he nodded his head. "Yea maybe, but while my cock was buried inside you, you were wishing it was Ted's."

Sam saw the hurt on his face and wished that she had never told him or at least made up a different story. "Matt I love you not Ted, it was just a fantasy and we've used fantasies in our lovemaking for years. I'm sorry if I hurt you" She kissed him on the cheek.

"Fantasies! Well sure we've used them but it's never been anybody we really knew, not someone so close to us and certainly not Ted and definitely not when you were coming." He was angry now and knew it showed and he wished there were a quick way out of this mess. He rolled back over and faced the wall and angrily pulled the covers up over his shoulders. Again Sam kissed his cheek and then she rolled over to her side of the bed. She took a deep breath and curled up and went to sleep. And that was that - until three days later.

It was 7:13 on Saturday evening and Sam was standing at the kitchen sink washing the dishes. It had been a fun afternoon, a killer BBQ with Ted and his latest girlfriend, Ann Meyers. The four of them had killed three bottles of wine, downed uncountable hamburgers and hot dogs and just enjoyed each other's company on a sunny afternoon. Matt came up behind Sam and put his arms under her arms and cupped her breasts.

"Oh sweeties that feels so nice, let me finish washing these dishes and we can go upstairs and finish this off properly."

"Hey that's a good idea babe, as long as you plan on fucking me and not Ted!"

Sam spun around and slapped his face. "How dare you talk to me like that Matt Foster, how dare you!" She had tears in her eyes as she leaned back against the countertop.

Matt held up his arms defensively. "Christ Sam you were all over him this afternoon. Teasing and flirting with him and touching him all over. Even Ann was shocked at your behavior, what in the hell is going on with you?"

"I was not all over him!" Although she knew that she had been. "Look honey I'm sorry if I made you jealous I didn't mean to, it's just that, well..."

"I can't believe you Sam; you actually want to go to bed with him don't you?"

Sam grabbed a dishtowel and dried her hands then walked over and sat down at the table. "No, not really but..."

"But What Sam?"

"Matt do you remember us talking about having somebody watching us while we made love?"

Matt though back through their various fantasies and then he remembered what she was talking about. One time he had brought up the idea of a peeping Tom, only in her scenario it had been a peeping Ted. They had made love on the top of the sheets with the curtains open and pretended that Ted was outside the window watching them and jacking off. They had teased each other about the size of Ted's cock and how he would go crazy watching Sam naked and getting fucked. Matt had even laughed about Ted not being able to touch her and then he had cum inside her, deep, hard and fast. "Yea I do, I think we used Ted as our phantom peeping Tom."

"Yes we did. Look honey don't get mad at me but that fantasy has stayed with me for months now and every time I see Ted it comes back almost like it really happened. You know Ted has always teased me and I've always flirted right back but I can't get this damn fantasy out of my mind, I'm so sorry baby." She stood up and pulled him into her arms and they kissed.

Later that night, after another lovemaking session Matt was laying on his back his hands under the back of his head. "Do you want me to ask him?"

Sam turned over onto her side, a quizzical look on her face. "Ask who, what?"

"Sam... do you want me to ask Ted to watch us?"

Sam fell onto her back, avoiding Matt's eyes. She was quiet for a long time then she said, "Yes," with a squeaky voice.

"Alright I'll talk to him." The next day Matt called Ted from work and they made plans to meet for a beer after quitting time. When Matt walked into the downtown bar Ted was already sitting on a stool a beer stein in his hand. Ted grinned at his lifelong friend and pulled out a barstool and Matt sat down next to him.

While Matt ordered a draft Ted turned to face his friend. "What's up buddy, you sounded kind of weird on the phone. I hope theirs nothing wrong on the home front."

Matt took a deep breath then started out. "Look Ted how long have we known each other?"

"Since second grade, you know that."

"Well I have a favor to ask and I don't want you going all weird on me."

Ted stared at Matt for a minute. "Alright. I'm calm, cool and collected, so who do you want me to kill?"

"Shit Ted its Sam, she..."

"You want me to kill your wife?"

"No stupid I don't want you to kill anybody. It's... it's..."

"Come on Matt, spit it out."

"Look this is really hard for me to explain, but here goes. Sam and I have had this thing we do when we make love, we... ah... fantasize about things and people. We've done it since we first met but a couple of years ago one fantasy came along and... well this one involves you. See Ted, sometimes when we make love we pretend that we're other people or that other people are in bed with us, doing things to us, you know just to make the sex more exciting. Matt took a deep breath. "Christ this even sounds weird to me! Anyway, one of Sam's fantasies, well ours really, is that you're outside the bedroom window watching us... watching us making love. I mean it's just been a fantasy of ours to have somebody watching us making love at least that was true until last Saturday night."

"I don't think I'm following you Matt, what do you want from me?"

"I... well Sam actually, see she wants you to watch us making love."

To say that Ted was stunned would have been the understatement of the year. He sat there, his mouth agape staring at his friend. "You're shitting me! You... you want me to stand outside your window and watch you and Sam making love - are you two nuts?"

"Jesus not so loud Ted I don't need everyone in the bar to know what we're talking about. Look, Sam was thinking that you would be sitting in the room with us, you know watching us making love and she wants to see... uh... watch you jacking off while you watch us."

Ted was shaking his head from side to side. He took a swig of his beer then asked. "Look buddy you know that I like Sam, hell I love her, but I think this is a bit too much, even for you. Are you sure that this is her idea."

Matt took out his cell phone and speed dialed his house. When Sam answered he told her his was with Ted then handed the phone to his friend.

"Hello?"

"Oh hi Ted." Sam said.

"Look Sam, Matt is telling me something and I just want to hear it from your own mouth, you know, what you want."

"Didn't Matt explain it to you?"

"Yes he did but now I want to hear it from you Sam. Christ Sam we have teased each other ever since you and Matt met but I never thought something like this would pop up. Say it Sam, tell me what 'you' want me to do." He heard her take a sharp breath.

"I want you to come over to our house Saturday night and watch Matt and me making love. There, I said it."

"Is there anything else Sam?" He could almost feel her blushing through the phone.

"Well... uh... I kind of wanted to see you play with yourself too, that is if you want to do that."

Ted was shaking his head in amazement. "If that's what you want Sam, I guess I'm game." He handed the phone back to Matt and chugged the remainder of his beer down. Matt closed the phone and put it back in his pocket. Ted stared at him. "Well partner I see that she is serious and I guess you are too but I have to tell you I'm not all that comfortable with this idea."

"Hell Ted I'm not either, look you don't have to do it, not if you don't want to."

Ted was upset at being asked to be a part of Sam and Matt's sex life. "Jesus Christ Matt it's not that I don't want to do it, it's just that it's fucking weird. What the hell do you really know about me? Huh? For instance do you have any idea how many times I've jacked off thinking about Sam? Wondering exactly what she would look like naked, no you don't. Sam is the single reason I can't find a steady girlfriend, and why is that my friend? Because they none of the girls I've dated match up to her that's why and now you two freaks want me to watch you making love and jack off for your pleasure! Well I'm all for it but I just want you to know this isn't going to be the piece of cake that you two think it is."

They made arrangements to meet that Saturday night and when Matt walked out the front door of the bar Ted was still sitting on his barstool shaking his head in amazement and the bartender had already set another beer in front of him.

It was eight o'clock Saturday night when Matt heard the front doorbell ringing. He was in the den making drinks and he yelled to Sam, "Honey could you get that please."

"Sure, I've got it." Sam walked into the foyer and opened the door and let Ted inside. Her stomach was turning butterflies and she hoped she wasn't trembling although she felt like she was. "Hi Ted." Damn he looked good tonight she thought.

Ted bent down and kissed her cheek. "Hi sweetie."

She smiled at him and grabbed his hand and tugged. "Come on in the den I think that Matt is making us drinks."

Ted followed her into the den and as he watched her walking down the hallway he fantasized about what she was going to look like naked, what she and Matt would do in their bed and what it would be like to jack off while watching them. They all had a drink and Sam set ground rules for the night. Matt had moved a living room easy chair into the bedroom by the end of the bed so that Ted would have a place to watch their every move. Ted would be able to wander around the room as much as he wanted to get a better angle or view or he could just sit in the chair but there would be no touching allowed.

Everyone nodded his or her agreement of the rules and although it seemed like a perfect time to move into the bedroom, no one moved. Finally Ted said, "Look I know how awkward this is for all of us, are you two sure you want to go through with this? I mean we can just call it a night right now and there is no harm done."

"I'm ready," Matt said, "let's all stand up and get undressed together, Okay?"

Everyone agreed and then they all stood up but no one made any attempt to take off their clothes.

Sam took a deep breath and looked over at Matt and he just shrugged his shoulders as if to say it was her call. "Look guys I know that this is embarrassing for you but it isn't like this is a dick measuring contest or anything." She reached up and began unbuttoning her blouse. With her eyes closed she finished with the buttons then let the garment slide down off her shoulders and onto the floor. She reached over to her right side and unzipped her slack and they slid down into a pile at her feet and she simple stepped out of them. She was wearing a pair of lacy white panties and a push up bra and she reached behind her and unsnapped her bra and took it off and dropped it onto the blouse. The panties were next and she put her fingers in the waistband and pushed them down over her hips and then bent over and pulled them off too. When she opened her eyes she saw that Ted and Matt were both hard but still fully dressed and watching her. She was particularly interested in Ted's hard on; she had always wanted to see his cock, to see what he looked like. "Well I did my part, how about the two of you?"

Ted stood there in awe of Sam and her body, she was so relaxed, so confident and so God damned beautiful. When her bra finally disappeared and he saw her breasts for the first time he realized that they were even better looking than he had imagined, standing out so firm from her body. She had silver dollar sized red areolas with medium sized nipples on breasts that looked to be maybe 34C or so. When Sam removed her panties he noticed that she had shaved off most of her pubic hair leaving just a heart shaped patch above the top of her vagina. Her labia were puffy and he thought he saw some cum leaking out of her.

Matt shrugged his shoulders and pulled his sport shirt over his head and set it down onto the couch. He wasn't particularly self conscious about being naked because he and Ted had played sports together and showered together in the gym many times and of course, he had Sam were married. He unbuckled his jeans and pushed them down and kicked them off. He was wearing a pair of Jockey style underpants and his cock pushing out prominently. He avoided Ted's eyes preferring to look at his wife as he pushed his shorts over his hips and down his legs. His cock sprung free bouncing up and down as he stood there. "Well Ted I guess it's your turn." Matt said.

Ted had seen Matt's cock many times too but not in maybe the last four or five years and he was impressed with his size. He looked to be maybe eight inches which was bigger than him and he was thicker too. He stood up and smiled at his two friends. "Okay, here goes." He took off his t-shirt and tossed it onto the floor then unbuttoned his jeans and pushed them down and off. He too was wearing a pair of Jockey style shorts and he slipped them off and stood there with his cock in his hand. "Not as big as yours Matt but I've never had any complaints from the ladies."

Sam stared at Ted's cock and she liked the light brown color and especially the dark brown ring around the shaft just below the ridgeline where he had been circumcised. He had a nice mushroom shaped head with a large lip that she thought that it would feel nice both in her vagina as well as in her mouth although that wasn't a possibility. She could almost feel the edge of his head pushing and pulling on her labia as he fucked her and the thought made her even wetter than she already was. "Well come on guys it's time for the show." She took Ted by one hand and Matt by the other and the three of them walked down the hallway and into the master bedroom.

Once they all got into the room Sam closed the door and with her bare butt to the door watched her husband and Ted. She loved Matt so much but there was something, something about Ted that intensely attracted her. She knew that she couldn't ever tell Matt about it and in fact, going this far had been pushing the limits of her sexual powers over him. While Matt was completely comfortable in their bedroom it was obvious that Ted wasn't. He was nervous flitting about until he finally excused himself to go to the bathroom. She moved away from the door and walked over and turned on first one and then the other bedside lamp and then turned out the room lights. She lit a candle and placed it on her dresser and inhaled the lilac aroma. The chair was strategically placed at the foot of their bed just off to the right so Ted would have a perfect view of both of them. She pulled down the comforter and sheets until they were piled on the floor at the foot of the bed. She wanted to be seen and watched and she didn't want anything to interfere with Ted's view of her. In her mind the fantasy was going to be real and she wanted Ted to shoot his cum over and over watching her hot body fucking Matt.