As I sat in the darkness of my room, listening to the soft laughter and muted conversation drifting down the hallway, I found myself pondering the strange and exciting progression of events that had led to this moment...

Wayne and I had been room-mates since our undergrad days. It started off as a random assignment in the dorm lottery, but it worked so well that when it came time to move off-campus, it made sense to lease a house together. We had been lab partners in lower division studies, research partners in graduate work, and now having both been recruited by the same biotech start-up, we found ourselves sharing a lab once again. Over the course of several years, Wayne and I became good friends, almost like brothers. Kinda hard not to when you spend almost every conscious moment together.

So it was probably normal to wonder what would change when Sue joined the research project.

She came on-line about 3 months ago. Since I had poured so much personal time and effort into this project, it would not have been unusual for me to be skeptical about her - or anyone's - ability to meaningfully contribute. Wayne later said he felt the same, almost even feeling territorial about the work we had done. But to be honest, her research abilities never crossed my mind when the administrator introduced her... the badge on her lab coat may have said 'Dr.', but the way she filled it out was shouting 'woman'. And I was listening.

Sue set aside my professional concerns pretty quickly. Within a week she was up to speed on the project, and within another week she was making a real difference. It was a good match - Wayne is very hands-on, I'm very theoretical, and Sue is enough of both to be able to help make things move forward. Within a month we were a solid team, working together in the lab, and having fun.

Yes, definitely having fun. That was an element that Sue contributed all on her own. With a musical laugh, a mischievous personality, and a teasing playfulness, we definitely had more fun in the lab. She had made it very clear at the beginning that she would not be getting involved with anyone she worked with - something about keeping her fantasy life and her real life well separated. But that never kept her from displaying her femininity... or us from noticing it.

For one thing, she almost never wears a bra. It's fairly obvious, even through a lab coat, that she doesn't need to, but I don't think that's the whole reason. I think she really enjoys being a little bit of a tease, a little bit of a exhibitionist, and if Wayne or I happened to be faced with a panorama of cleavage while she leaned over to study the latest computer run, well, that seemed to be all right with Sue. If her lab-coat fell open and uncovered her long tanned legs to view, she didn't seem to mind us viewing. And it was always a treat to be in the clean-room with her, where the chilled air encouraged her nipples to harden under my eager gaze.

At first, Wayne and I tried to keep things professional in the lab. Sure, we'd have a good laugh at home about the idea of peeking down her blouse like schoolboys. And I'm sure each of us was fantasizing about just exactly what was under that lab coat, and what we would do it she were to share it with one or the other of us. I know I was - I had some full-on raging Technicolor fantasies, with Sue as the star. But as fun as it was to daydream while gazing at a beautiful woman across the room, none of that seemed like it was ever going to go anywhere.

Until Wayne made the connection.

Wayne had discovered alt.sex.stories one day while surfing the net, and showed some of the stories to me. Some of them were pretty bizarre, but there was one author that I liked. In fact, more than once I found myself quietly printing out a copy of one of her stories, and heading off to the men's room to read through a favorite passage one-handed. I suspect Wayne was doing the same. Hell, how could any man not be lit up by those stories? It became almost a daily ritual to scan the newsgroup to see if there was a new offering from "SueNH@aol.com".

It never occurred to us that Sue-on-the-net might be Sue-from-work until "Sue's Overture" hit the wire. Wayne brought it home, and with a big grin on his face read it out loud: very blond (check) 5'9", about 120, pretty slim (check) straight hair, hangs to just above her breasts (check) half-cantaloupe size tits (check) nipples long and hard, with sort of a squared-off end (check, check - hey, I've studied those for hours at a time). All the way through the whole post, the author's self-description confirmed what we could see, and fleshed out my fantasies of what I couldn't see. With an incredulous laugh, Wayne said "so that's what she does in her spare time!"

Of course, confirming it might be touchy. Does one just come out and ask, "are you the one who's writing those stories I beat off to every day"? No, something about that doesn't seem right. Neither one of us really ever had the nerve to broach the subject directly, but eventually we managed to drop enough hints and load enough questions with innuendo, she came right out and asked if we had seen her stories.

And she was really interested in talking about them. In hindsight it shouldn't have been a surprise. Those wonderfully erotic images could not have come from a woman who was not in touch with her own desires. She was fascinated by the fact that her words on a screen had resulted in real live throbbing hard-ons. She was interested in knowing which scenarios and descriptions had turned each of us on. And through the conversation something was happening that was almost like watching a butterfly emerge from a cocoon... before our eyes her professional veneer peeled away, leaving an unobstructed view into the very blue eyes of a very exciting woman. And as she described her thoughts, her fantasies, her deepest desires, it became clear she was excited, too.

Things changed in our lab. Subtly, but definitely. The playfulness was still there, the teasing was still there. Perhaps it was just more out in the open. Pressing against each other in the lab was no longer so innocent - it seemed as though she were consciously and deliciously pressing herself against one or the other of us, part of her teasing, yet another part of her stoking her own arousal with the knowledge of ours. Our minds were still focused on our project goals, but our bodies were acutely aware of the sexual tension that lingered in the room, the promise of pleasure left unfulfilled

I also noticed that Sue's style of dress went through some subtle changes. No longer simply casual, yet not outwardly provocative, her attire was inviting and revealing in a soft and seductive way. Her lab coat was almost never buttoned any longer, and the skirts and blouses she wore beneath seemed deliberately chosen to display her charms. Wrap-around skirts that flew open as she walked, exposing a long lovely expanse of leg; a hint of white lace in the v-neck of a sweater, delicately framing her slender neck and accentuating the swell of her breasts. One day she wore a simple scoop-neck white blouse that seemed molded to those wonderful mounds, and as she walked by the pale skin surrounding her cleavage danced and jiggled in an almost irresistible way. I had to fight not to grab her around the waist and bury my head in her bosom and inhale her.

Oh, and the topics she chose to talk about... I suspect that if we had asked her some of the questions we got, she'd have grounds for a sexual harassment complaint. But she seemed to enjoy watching us squirm when she asked what things we like to have women do, or what it felt like to come in a woman's mouth. She asked which of her stories we liked, and why. She asked if either of us had ever had a group experience, or if the two of us had ever shared a woman. Mostly, it seemed that she wanted to know what it felt like to be a man, and what it felt like to make love to a woman.

She never quite got around to saying that the no-coworkers rule had been rescinded, but when Wayne asked her if she would help him celebrate on his birthday, Sue smiled and said yes.

The silence from the other room pulled me out of my daydream. No more soft sounds wafting down the hallway, only the crackle of the logs in the fireplace. I wondered how long I had been lost in my thoughts.

Thinking that they had left, I wandered towards the living room... but stopped short when I realized that they were still on the couch, only silent now. They were sitting beside one another, he with his arm around her waist, both gazing contentedly at the fire. Sue had kicked her shoes off, and had her stockinged feet on the coffee table, legs crossed at the ankles.

This was the first time I had seen Sue outside the lab, and I admit to being a little surprised yet again at the way she was dressed. I'm not sure what I expected, but this was neither the casual attire from work, nor the sexy dress she described (and I fantasized about) in 'The Cocktail Table'. What I saw was a beautiful blonde woman in a simple calf-length cotton summer dress, the kind that buttons down the front. Modest V-neck, hint of lace here and there, hair up and off her neck, framing her face in a halo of golden highlights. Simple, yes, but God, what a vision.

I hesitated to step out of the hallway. I didn't want to interrupt, and instinctively I knew that my presence would break whatever mood was developing... and, I suppose, much as I wanted to be a part of things, this was, after all, to be their night, to be whatever they wanted it to be.

I almost turned to go back to my room... but as I started to back away, Wayne turned to say something, and when she looked up in response, it happened. I don't know what it was, only Wayne saw it... but whatever he saw kept his words unsaid as he leaned down and pressed his lips gently against hers. Her chin lifted slightly as she stretched to meet his kiss. In the flickering light of the fire I could see their lips move, their mouths open as their tongues reached tentatively out towards one another.

Wayne drew away for a moment, and as Sue opened her eyes he met her look with a questioning expression. Her response, delivered with a smoky smile, was to reach up and capture Wayne in her arms, and draw him back to her lips. No words spoken, but volumes of communication passed through that gaze... curiosity, concern, hesitant desire on his part... and smoldering arousal on hers.

I had never really seen anyone 'make out' before. Sure, I'd watched porno movies, but those never really have any seduction in them, just sex. Part of me wondered if they would take it 'that far', but then I recalled Sue's no-coworkers rule, and decided that the kiss was as far as it was going to go. Still, here were a couple of people sharing their first kiss, a heart-achingly real and romantic moment, full of expressions of hope and desire. And unbeknownst to them, they were sharing it with me. While my mind wrestled with the tableau being painted before me in live, real-time action, I stood watching, unable to walk away

Wayne certainly didn't need to be persuaded to continue, that much is for sure. I certainly would have done the same... heck, assume green light until told otherwise, right? He returned to her lips with enthusiasm, capturing her tongue in his mouth, nipping gently at her lips and throat with his teeth, drawing wet trails along her neck and shoulders with his lips. Every once in a while he would happen across a spot that Sue really seemed to enjoy, as evidenced by the little gasps of pleasure that escaped from her. I noticed that she really enjoyed when he kissed the little hollow just behind her ear, at the top of her neck.

I was aware, too, that his hands were no longer idle. One hand was around her waist, and didn't have a lot of mobility, but the other was free to roam, and was beginning to exercise that freedom. At first he was caressing her cheek, cupping her face in his hands. Before too long his hand had migrated down her neck, pausing on her shoulder before dropping, oh-so-casually onto the upper slope of her breast. Oh, those breasts. The soft white swell rising above the edge of her neckline, hinting and promising at what was hidden beneath.

I have to say, it was a very odd feeling, watching this. So many mixed emotions running through my head. I wanted to watch, silently, as this unfolded, careful not to change it by my presence. I also wanted to be a part of it. I wanted it to be me touching that glorious skin, kissing those soft lips, and more. I was happy for my room-mate, and jealous at the same time. And excited. Oh, man, my blood was boiling and my cock was starting to rise in vicarious readiness. Lacking a way to resolve the conflict, I stood rooted in place, silently transfixed, participating without involvement.

As if with a mind of its own, Wayne's hand continued, slowly moving, touching, caressing, until finally it fully covered the mound of her breast. This, for guys, is the moment of truth: is she going to stop me? Is she going to ignore it? We never know, and it is always an achingly anxious moment. I have no idea how hard Wayne's heart was beating right then... but mine was about jumping out of my chest with anticipation, and I was fully 6 feet away!

Slowly, oh so slowly, Sue responded in a most wonderfully affirmative way. Her hand moved up from her side, gently touched Wayne's hand, and then continued up to the top button on her dress, and languidly unbuttoned it! Moving back to his hand, Sue stroked his fingers and gently moved them towards the new opening in the neckline of her dress. Then when it was clear that Wayne had found the opening, and had gotten the message, her hand embarked an exploration of its own, followed his arm to his shoulder, then down to his chest

This seemed to electrify Wayne. With a soft cry of delight, he unbuttoned two or three more buttons at the top of Sue's dress, enough to be able to slide his hand within, and touch the bare skin of her breast. From my vantage point, I could see his fingers molding and softly squeezing her tit, moving under the cloth to find and tease her nipple. At the same time, Sue was reaching down along his side, dropping to his waist, looking for a way under his rugby shirt. Things were visibly heating up, as each of them began breathing more audibly, and sighing with pleasure at each new discovery.

Wayne withdrew his hand, and began unbuttoning more buttons. When he had opened 4 or 5, he was able to open Sue's dress to her waist, and began sliding it off her shoulder. I was surprised to see that she *had*worn a bra. Well, not really much of a bra. Silky and lacy, in a soft peach color, it really did more to display her breasts than to support them. The demi-cups were filled to capacity with the warm, inviting swell of her tit-flesh, and her nipples were clearly visible poking through the open lace that rimmed each cup. As I watched, Wayne rolled the edge of one cup down a little, and grasping her nipple between his thumb and finger rolled it to full erectness. Sue moaned at this intense stimulation, arching her back to press her tit fully into his hand.

Sue seemed really impatient to have her tits naked in Wayne's hands, as both her hands rose to the valley of her cleavage, and popped the front latch of her bra. All of a sudden, the breasts that I had dreamed about were fully exposed to my view, less than two meters away. What a wonderful sight - firm and soft and glowing in the soft light of the fire, bouncing slightly with her movements, with her nipples fully extended and erect. Of course, my unobstructed view was short-lived, as Wayne pushed her bra-straps off her shoulders, then bent over to take one nipple between his lips as he gently twisted and pulled the other with his fingers.

I had to wonder what that felt like - for each of them. As I watched, Sue's head lolled back on her neck and she began to breathe rapidly, so clearly she was enjoying Wayne's fingers and tongue. And for Wayne, well, to have those prizes bare and warm under his touch and taste must have been heavenly. I watched as his hands roamed between them, molding and squeezing, stroking and caressing, all the while kissing and sucking and licking at Sue's exposed tits and hard nipples.

This was clearly getting to Sue. As if shaking off a fog, she drew Wayne's face to hers and began hungrily kissing him, sucking her tongue into her mouth as she sought out his nipples with her free hand. She found the bottom of his shirt and slid beneath it, moving her hand about until she alighted on first one nipple, then the other, mimicking what he was doing to hers, perhaps to illustrate the pleasure he was giving her.

Wayne once again broke the kiss and returned his mouth to her tits, and as he sucked her nipple between his lips he began to slide his hand lower, and slipping his hand over her flat tummy, along her sleek hips to the hem of her dress, reaching almost to where her delicate ankles were still crossed. Slowly at first, then more determined as she showed no sign of resistance, Wayne worked the hem of her dress up past her knees, along her stockinged thighs, finally dipping beneath the cloth to caress her legs. I watched as his hand entered this cloth-shrouded cavern between her legs, first his fingers disappearing into the darkness, then his whole hand. When had reached halfway up her thighs, I heard him gasp and he drew away to look at her. She smiled, whispered something I couldn't catch. I heard him sigh, and kiss her more recklessly as he started working at the remaining buttons of her dress.

I don't know what Wayne was thinking (or *if*Wayne was thinking), but I was hit with the full import of this unveiling. It meant that Sue was not only allowing Wayne to undress her, but that she had anticipated it when she dressed for the evening, and chose her underclothes to make it as exciting as possible for him. I don't know about most guys, but that's a highly erotic concept for me... to know that the woman wants it as much as I do, and goes out of her way to make my heart race.

Of course, I had the luxury of time to think about such things. Wayne was busy. While nibbling on her neck and her breasts, his hands were roaming between the lace edge of her stockings and the elastic edge of her panties. As she languidly uncrossed her legs and parted her thighs, I could see that the panties tapered away to only a thin string disappearing between the cheeks of her ass, and had a growing wet spot right at the center of the crotch.

Sue guided Wayne's hand to her mound with one hand, while the other held his head against her breast. He caressed her pussy through the thin silk of her panties for a moment, pressing his finger into the vertical crease of her lips, rubbing the place where the wetness had begun to spread, tracing the bottom border to the edge of her ass cheeks, enjoying the tactile contrast between warm skin and cool silk. After a moment, he traced the edges with his fingers until he found a gap between her warm skin and the cloth covering it. From my place in the darkness of the hallway, I could clearly see as his fingers dipped beneath the silk and brushed through the fine blonde hair adorning her mound. Stroking, caressing, probing, slowly yet urgently, I watched as the fingers, seemingly disembodied, reached lowed and lower until they dipped into the wet slit between her pussy lips.

Again, Sue seemed impatient to be naked under Wayne's touch. She grabbed his wrist and pulled his hands out of her panties... but before he had a chance to react or protest, she arched her back to lift her hips off the couch, slid her panties down and off her legs, and kicked them away. Even in the dim light of the fire, I could see that her self-description was true - when excited, Sue's cunt lips swell and separate, a very inviting (and exciting) sight. Kissing Wayne deeply, she guided his hand back to the warm wetness of her pussy, and sighed with pleasure as he began to explore the excited core of her pleasure. She seemed to be paralyzed by the sensations he was providing, for other than her kiss she was momentarily passive.

I was transfixed by the sight of my best friend's fingers exploring, and then disappearing into our lab partner's pussy, and I was again struck by a sense of surreal conflict: Part of me was detached, as if watching an x-rated video, seeing an anonymous couple go at it for the camera. But it periodically occurred to me that there was no camera, and this was no anonymous couple. These were people that I knew well, that I saw daily in the cloak of everyday life, and they were making love to each other not 6 feet away from me. I was mesmerized by the view, every cell and membrane in my body was paying full attention to the scene before me, and yearning to be a part of it. My cock was so hard it ached, and I could feel a wet spot of my own, as my pre-come began to leak out of my hole in ready anticipation.

Wayne definitely knew what he was doing. Each of us had had girlfriends from time to time, and had talked about sex on a number of occasions, but I had no real concept of his 'technique', and seeing him strumming chords on her responsive body was fascinating. His fingers gently combed through the fine hair on her mound, and periodically dipped into the crease in her lips past the nubbin of her clit, eliciting a gasp each time. Teasingly, he avoided her hotspot for several moments, then brushed directly over it, catching her by surprise. I could clearly see his fingers enter her pussy, parting the full lips and stroking the hot, wet flesh in search of the g-spot we had read so much about. I could see his finger glisten with her juices as he traced her lips, then gently spread them to expose her clit to his touch.

For her part, Sue's breathing had been getting very ragged. Several times it seemed as though she were well on the way to coming, but each time Wayne backed away, stroking the skin of her thighs and ass as if to calm her. It was obvious that he knew just how to get her going, but also obvious that he wanted this to last for a while.

After the third time that he backed away, Sue broke their hungry kiss, opened her heavy-lidded blue eyes, and in a gasping voice said "Wayne, that feels so good, pleeeeeese don't stop".

Wayne grinned, and said "Sue, I'm just getting started. Why don't you lie back and relax for a while". With a gentle push, Wayne encouraged Sue to turn slightly and lean back. When she was done, she was laying on her back on the couch, one leg behind Wayne, the other still on the coffee table. What a sight! Even from six feet away, I drank in every detail, from her beautiful blue eyes turned smoky with excitement, to her delicate feet still covered in sheer hose. And in between lay one gorgeous and fully turned-on woman. Breasts full and soft on her chest, nipples fully erect, sparse blonde hair framing pussy lips that were fully engorged and open and wet, just as she had described. Laid out across my field of view, I had new appreciation for just how well she was put together. Her firm breasts were the perfect counterpoint to a high, tight butt, perched wonderfully atop a pair of long and slender legs.

Still fully dressed, Wayne knelt on the couch between her smooth thighs and began to kiss his way down the length of her body. Taking time to suck each nipple lovingly between his lips, he traced a trail with his tongue down past her ribs, detouring briefly at her navel, then down some more. When he got to her crotch, he playfully started to tease her again... kissing her warm thighs, her stomach, licking along the edge of her pussy lips, but getting nowhere near her clit.

Sue was having none of that. She reached down and grabbed his head with her hands, and guided his face directly into her cunt. In case he was at all slow in taking the hint, she raised her hips off the couch a couple of times, rubbing her clit against the tip of his nose. "Lick me, Wayne", she moaned, "taste my pussy, make me come".

Wayne got the hint. Gently holding her lips apart with the fingers of one hand, he gently lowered the tip of his tongue to the very point of her clit, causing her to gasp with the intensity of the direct contact. As he began to lick and suck at her most tender flesh, a finger of his other hand probed between her full, wet cunt lips, seeking the g-spot at her core. I could definitely tell when he found it - her body went rigid as if with an electric shock, and then it seemed as if every part of her became more open. Her mouth opened, her head tilted back as she began to pant, and her thighs spread a little wider, as if trying to draw Wayne and his insistent fingers farther into her body.

Standing there, watching that, I was so into the scene that the fantasy of doing it and the reality of seeing it blended together. I wanted to touch her. I wanted to be causing those gasps and squeals of pleasure. I wanted to be licking her. I wanted to be tasting her juices as I probed her pussy with my tongue.

I wanted to taste her juices... then it struck me. She had kicked her panties off, they were probably around here somewhere. I glanced around, and saw that they lay in a crumpled heap, halfway between the coffee table and my place of concealment. Without really giving any conscious thought, I noticed that Sue's eyes were closed, Wayne's vision was blocked by the mound of the pussy he was busy eating, I crossed those three feet to retrieve the panties and quickly returned to the safety of the dark hall.

Once there, it didn't seem like I was in control of my own actions. I could feel one hand loosen the string of my old sweatpants and begin to withdraw my hard cock, while the other hand brought Sue's panties to my face. As I inhaled the scent of her pussy, I watched my best friend licking her and listened to her gasps of excitement and pleasure, and began to stroke my cock. Wayne was now stroking two fingers in an increasingly demanding rhythm, sawing in and out of her hot cunt as he licked her clit, pressing his fingers up so they grazed her g-spot on each out-stroke. Unconsciously I adopted the same rhythm as I stroked my own cock in the darkness. Under my steadily pumping fist, the pre-come that had leaked from the tip of my penis made slick, syrupy noises in sympathetic accompaniment to the sounds coming from the couch.

I could see Sue's back arch as she pressed her mound against Wayne's lips, impossibly yearning for still more stimulation. I watched as her legs rhythmically squeezed around his torso and then spread wide for his access. When they weren't being used to draw her knees up and apart, holding herself open for him, Sue's hands were busy on her own tits, tweaking her nipples and squeezing the hot mounds, ratcheting her own pleasure higher.

I heard a low moan of pleasure from somewhere, a new sound full of passion and wanting and lust. In the heartbeat before I realized it was coming from me, I saw Sue's head turn in my direction, her eyes slowly opening. Before I could withdraw into the shadows, she saw me... one hand holding her silk panties to my face, drinking in her aroma, the other hand stroking my cock in the same rhythm as the fingers penetrating her cunt, my eyes locked on her undulating body. As our eyes met, a look of surprise crossed her face, then an understanding smile...

Watching Sue come was like watching daybreak splash inexorably across the slopes of the rockies. It started in her toes, which curled and clenched with erotic tension. The soles of her feet arched, and I could see the muscles in her calves draw tight. By the time the wave of pleasure reached her thighs, her legs were trembling and quivering, the skin visibly vibrating in the amber firelight.

Her feet pressed down and her back arched, lifting her until only her feet and shoulders were still touching the couch. As Wayne continued to coax her higher, towards the peak she so desperately wanted, I could actually see a bright blush of excitement spread like a heat rash between her breasts, down across her abdomen and up towards her slender throat. As the her passion built, I could see the soft pads of her nipples bloom outward, as the squared-off points swelled and darkened. Her hands grasped at his head, clawing passionately through his hair, her straightened arms pushed her tits together into a bottomless valley of radiant pink flesh.

I realized, as I stood and watched from my now-revealed hiding place, that through the course of her orgasm Sue's breathing had stopped. I think mine had, too. The only sound in the room was the muffled squish of Wayne's fingers as they continued to plunge in and out of her soaking cunt. As the glow of her still-peaking orgasm rose further up her neck to her face, I could hear her begin to wail, almost like the whistle of an approaching train. The sound grew in pitch and intensity until the peak caught her, and then she exploded.

With a gasp, her hips thrust up and back, her ass-cheeks flexed and jiggled, as if rising to meet and impale herself on his hand. Her breath came in rhythmic grunts as the wave caught took control of her muscles, tossing her about in its fury. Wayne fought to keep his mouth on her cunt as it undulated and pulsed before him. I could see his cheeks pucker as he sucked directly on her clit, adding intensity to the avalanche of excitement that was coursing through every part of her body.