After lounging around the apartment complex pool for most of the afternoon, it was getting too hot for me to stay - even with generous amounts of sunscreen. Glancing over to my wife, Linda, I smiled in appreciation of how sexy she truly was. Linda was sitting on the chaise with her eyes closed. Wearing just a string bikini, she was baking herself to get a gorgeous golden brown tan. At 5'4" and 120 pounds, Linda wasn't skinny. She had all the right curves and her succulent D-sized breasts over-filled her bikini bra. Linda repeatedly said she would love to eliminate all her tan lines and often undid the strings when nobody was around the pool. I wondered how Linda would react if someone accidentally caught her sunbathing in the nude. This thought often was the fuel for one of my fantasies - to see Linda actually having sex with another man. I got up from my poolside chair, tapped Linda on the shoulder and told her I was going up to the apartment to cool off.

Bill was coming out of his apartment heading for the pool as I headed up the stairs. Both Bill and his wife Jan had become good friends in the short time we all lived in this complex. Bill was about six feet tall, sandy brown hair, and lean - not skinny, but lean with very firm muscle tone. Bill's bathing suit was small and tight fitting like the type competitive swimmers wear. The first day he had come out to the pool while Linda and I were out there, Linda adjusted her sunglasses to get a better look. Turning to me, she had remarked how Bill's suit left little to the imagination and could even tell that his sizeable manhood was circumcised. We both had laughed that day and I kidded her about having a wondering eye. Linda retorted that what's good for the goose is good for the gander, and if I could enjoy looking at all the other wives that came down to the pool, then she could enjoy looking at the men. I had to agree.

When I got up to our apartment, I looked back over to the pool to see Bill taking up the chair that I had just vacated and was engaging Linda in conversation. I entered our apartment and went directly to the refrigerator to retrieve a cold beer. The cool apartment felt wonderful on my overheated skin. An hour later, I was on my third beer and starting to feel a pleasant buzz when Linda came through the door with Bill behind her. Both thought I had the right idea and were coming in to cool off too. Bill explained that Jan and the kids had gone to Austin for the weekend to visit her parents.

Not wanting to get the furniture covered with tanning lotion and sweat, Linda grabbed an old beach blanket out of the linen closet and spread it out in the middle of the living room. The three of us moved down on the floor onto the blanket and continued with conversation and beer. Linda and I were facing each other and Bill was stretched out along the side with his head at Linda's end and his feet down beside me. I noticed each time Linda raised her bottle to take a sip; Bill's eyes were glued to the exposed side of her breast. The small bikini bra covered the center front portion of Linda's breasts including her nipples, but left the overflowing sides completely bare. What Bill could not see was that I also noticed Linda's eyes repeatedly checking out the soft bulge in his swimsuit. When that bulge made a small movement, I knew Bill's thoughts were turning to sex. At that moment, I wondered to myself whether I wanted my best fantasy to become a reality. Without coming to any conclusion, I decided to see how far things might go if I just went with the flow.

As time went on, Bill and Linda caught up with me on the number of beers consumed and the three of us were light headed. We all were laughing at stupid things and the conversation became more sexually oriented. Bill asked me if Linda and I ever watched a porno video together. As Linda and I exchanged glances, we admitted that we had done that once or twice. Then Bill asked if we actually owned any, and when we said we didn't, he offered to bring one up. Once again, Linda and I exchanged glances and she surprised me by saying, "Sure, why not." I half expected her to make some protesting comment.

Bill hopped up and ran down to his apartment while Linda and I took the opportunity to fetch additional beer. Bill returned almost immediately and handed me the DVD. Linda moved the blanket back next to the sofa and positioned herself in the middle of the blanket facing the TV while leaning back against the front of the sofa. Bill sat down next to her at the edge of the blanket. After inserting the DVD, I sat down next to Linda on the side opposite Bill.

Watching the girl on the screen slurping the huge hard cock had an immediate affect on the three of us. For both Bill and I, the picture on the TV made us hard almost immediately. Linda and I both noticed Bill's cock growing and extending towards his hip while straining against his swimsuit. She crossed her legs and began slowly rubbing one foot with the other. I knew immediately that the TV image and the sight of Bill's cock was turning Linda on. Her hardened nipples pushing against the bra of her bikini also betrayed her casual appearance.

While watching the action on the screen, trying not to be obvious, I moved my hand to my trunks and started gently squeezing my cock increasing my pleasure as I got harder. When I glanced left, I saw Bill's hand covering his bulge. He too was slowly tracing the outline of the head of his hardening member while staring straight ahead. Linda moved her hands to between her thighs and began pressing down on her pubic bone. After about 10 minutes of watching the hardcore action on the TV, I inched closer to Linda and reached to her chin. Turning her face to me, I engaged her in a long loving kiss. Without breaking the kiss, my hand slowly dropped from her chin, caressed her neck and moved down onto her breasts. I was so hard at that moment that I didn't care that Bill was there.

Linda's reaction to my hand caressing her breasts told me that she was truly hot and very horny. Her breathing was becoming more labored and she closed her eyes while pressing my hand tighter on her breast. I stroked the breast closest to me while moving her bikini bra up exposing her beautiful boobs. I saw Bill's head crank right immediately and his eyes locked on Linda's breasts. Bill reached over and tentatively placed his hand on Linda's stomach. Linda's breathing became more rapid and her kiss became more passionate. I reached down and guided Bill's hand up to Linda's left breast. Both Bill and I were giving each breast a workout. When our kiss ended, I moved my mouth close to her ear and whispered that I wanted her to kiss Bill.

With Bill and I still caressing her breasts, Linda turned to Bill and leaned over to kiss him. She changed her position and Bill leaned back on the floor bringing Linda above him while they continued to kiss. As her pendulant breasts reached down to graze Bill's chest, I reached to Linda's back and undid both the top and bottom knots of her bikini bra and gently dragged the bra out of the way. Linda supported herself with one hand while using her other hand to feel Bill's chest and stomach. As her hand moved lower on his stomach, I reached over and pulled her hand downwards over Bill's swimsuit towards his pulsing manhood. As her hand traveled the length of his cock discovering and squeezing, Bill raised his hips in an effort to increase the pressure of the contact.

"God, I need to free this thing!" Bill exclaimed while pushing the top of his swimsuit down. As his fully engorged member sprang out of its confinement, Linda grabbed it and started to stroke it while she stared totally transfixed at the sight of his huge love muscle. All the veins in Bill's cock were fully engorged and clearly defined while his heartbeat was obvious in the visible pulsing movements.

I moved behind Linda and tugged at the knots of her bikini bottom. She slowly turned her face towards me showing completely flushed cheeks and total lust in her eyes. I knew her eyes were asking for permission to continue. Looking straight into her eyes, I mouthed a kiss and slowly closed and opened my eyes once. She returned her gaze to Bill's cock and moved closer to it. Bill's hand moved to the back of her head and gently pushed her towards his loins. Linda adjusted her position so that she could use two hands to hold and control Bill's cock. Even with two hands on his cock, a full one-third of his magnificent erection stood above her hands. She could feel the heat radiating from his manhood and held it against her cheek taking in the musky aroma of his sex. It was obvious that she was savoring this as she started to rub his cock around her face and across her lips. Her tongue snaked out to taste the flavor of different parts of his impressive manhood. Bill's cock developed a bead of seminal fluid which Linda gently began spreading around his purple helmet with her index finger. As more fluid rose to the surface, she continued working it into the skin of his cockhead and the junction at the top of his shaft. The effect of this on Bill only made him want to fuck her face more urgently. He didn't have to wait long as Linda's tongue shot out and replaced her finger as the tool to administer this exquisite pleasure. She licked his cockhead completely tasting his sweet precum and finally the object of her lust disappeared into her mouth as Bill's thrusting became more intense. Her tongue swirled around the bulbous head that filled her mouth; tasting, feeling, and then finding that spot that drives all men over the brink.