Debbie and I have been best friends for over ten years. We met at work, both of us work for a state government agency as programmers and when I was hired I moved into the office right next to hers. She was very helpful in getting me established and up and running. We found out over the course of time that we shared the same views on just about everything.

As we grew closer so did our families. Debbie is a 34 year old woman, 5'8 and a nice but not great body, very pretty but not beautiful. She is married to Jack who is 48 years old 5' 11" pretty much overweight now although he wasn't when they were married. It's the second marriage for both. They have two kids a 14 year old son and a 11 year old girl.

I myself am 43 years old, 5'9" weigh 172, certainly no Brad Pitt but okay I guess. My wife Janet is also 43, 5' 2". what was once a pretty face and great body is now a pretty face and a very overweight body. We have two grown kids, one son, married with one child and a daughter that is attending college in the state.

We are all best friends and really have a great time together, Jack and Janet also work in state government but in different agencies. The four of us try to have lunch together at least once a week and go to each others houses for cook outs and just being together.

Its funny how the personality's mesh, Debbie and I both like to just be alone sometimes, I call it a me day when I take off from work to just laze around the house, maybe do some things or maybe doing nothing at all. Debbie likes the same thing, She and I both try to keep in shape, I run and work out some with the weights, she likes to run and do aerobics. Neither one of us go at it really hard so while we keep in pretty good shape we aren't hard bodys. Now jack and Janet don't do any kind of exercises. They are both people people, they are happiest when they are in a crowd or going somewhere, doesn't matter where, just going.

The agency we work for was going to upgrade one of the systems to a special application that was developed by a private company just for state governments.

24 states were going to purchase this application and the training for this was going to be in Los Angeles. Debbie and I were picked to take this training for our agency. It would be a month long.

When we arrived on a Sunday morning we picked up the rental car and a map of the city and drove to the hotel, only a few minor mistakes along the way. It was a nice place, not ritzy but clean and very well kept. The car, hotel and training were all part of the package when the state bought the application.

It was just after lunch when we got checked in, our rooms were adjoining with a double door between. I got unpacked and knocked on the adjoining door, Deb opened it and moved back to unpacking.

I stepped in the room and she said "hand me the stuff out of the suitcase there"

Okay I am always glad to help so stepping to the open suitcase I see several piles of bras and panties. Picking up a stack of panties I handed them to her and picked up another stack, there was a pretty lacy pair, bikini cut. I whistled "now you have got to let me know when you wear these" I grinned.

"Gimme those you pervert" she scolded snatching them out of my hand but grinning also.

We went about getting settled coming and going in each others rooms several times till finally we just left the adjoining doors open so we could move back and forth freely.

It was very hot so we decided to go swimming, it didn't take me long to get in my trunks and she had a two piece that flattered her figure very well, her upper thighs and ass had a little extra meat on them but they weren't fat just nicely rounded. All in all a nice looking package. I have often told her she is a good looking woman and she is.

We swam and talked for an hour or so then got ready for dinner, afterwards I got comfortable in some lounging shorts and tee shirt and she put on a pair of cotton shorts and a tank top. We have went on weekend trips with each other many times and the only difference was we didn't have our spouses with us.

That first night I really didn't pay any attention to the fact she was a very attractive woman, she was just my friend. We watched TV in her room till about 10:00. Like old friends we laughed and cut up and made fun of the shows we were watching.

For whatever reason when I went to bed I didn't close the adjoining door and she never bothered to either. When the alarm went off Monday morning I rolled out of bed and started getting dressed. I could hear Deb moving around also. Now the adjoining door was at the far end of the room, the bathrooms were just as you come in the door so I guess we figured that was private enough but didn't prove to be so. I was finished dressing and went to see how close she was to being ready.

When I stepped through the door Deb was just coming out of the bathroom having showered and washed her hair. She just had a towel wrapped around her and one around her head. The towel only covered from just above the nipples on her breasts to barely below her pussy.

I have seen her in bathing suits and little pajamas and never had a sexual thought about her but this sight made my dick start to swell. She didn't see, me she had her head down drying her hair and I took in her long legs still damp from the shower and the cleavage caused by the tightly wrapped towel. She just looked very sexy to me.

I think it reminded me of when I used to see Janet coming out of the shower before she let herself go, We were almost late to a lot of things because she really stirred my blood.

Any how I stepped back into my room before she saw me and hollered "hey kid are you about ready yet."

"Give my about 15 minutes" she hollered back and I heard the hair dryer start. I watched TV till she was ready and we went to the first day of training. The first few days went pretty much the same, the training wasn't hard so we didn't have to do any studying. That left the evenings free to do what we wanted. There was a three hour time difference here so we usually called home when we got in from the training.

Sometimes Janet would call later or Jack. After a couple of times of hearing my phone ring while we were watching TV in Deb's room I bought a portable phone and a multiple switch to plug in with the room phone. When Janet called I didn't have to rush around.

On Thursday night we were trying to find something to watch, all those channels and nothing interesting. As Deb surfed through the channels for the second time she flashed by one of the adult channels, I guess the price of the rooms included them.

We got a quick glimpse of a big breasted blonde sucking a big dick. Deb kind of hesitated and then went on.

"That was the only interesting thing I saw" I quipped.

"Yeah I figured you would like that, cause you are a pervert" she laughed.

"Okay I am, I don't deny it, but hey you can always learn new things, now one or both of us might learn something don't ya think." I was just teasing but I wouldn't mind watching a good porno flick. When my wife and I were young we went to several and had some hot sex when we got home.

"you really want to watch that" she asked with raised eyebrows?

"Is there anything on you want to watch" I asked?

"Not really, and I have wondered what they were like, okay" she said and flipped back to the porno.

The big breasted blonde was taking most of some guys big dick down her throat then taking it out and running her tongue down the underside and around his balls before taking him back in again. I had to re-adjust my self in my shorts as the blood was rushing to my pecker.

Glancing at Deb to see if she had seen me, I needn't have worried, her eyes were glued to the screen. Then the Blonde wrapped her boobs around the guys dick and started sucking the head when it appeared between her tits.

"Those aren't real you know" Deb said, she never took her eyes off the screen.

I laughed "you think that guy cares if they are real or not". "So perverts like you like big fake tits" she looked over at me then back to the screen.

"I don't know about all perverts but I like them real, big or little or in between." I grinned.

The blonde was sucking the guy hard now and pulled his dick out keeping her mouth open while she jacked him off till he shot several ropes of cum into her mouth and over her face.

I laughed "Is jack that messy"?

I saw her blush then grin "that's just a waste."

"Oh ho so you are one of the sought after few that swallow." I countered.

"That's for me to know and you to find out" she laughed and stuck her tongue out at me.

The blonde was joined by a good looking brunette who helped the blonde suck the guy up hard again.

"Ah every mans fantasy" I said "to have two women making love to him".

"Oh, you don't think women don't think about two men making love to them" again I got the raised eyebrow.

"You surprise me my friend, are you saying you have thoughts of two men making love to you?" Now my turn to grin and raise my eyebrows up and down.

She didn't answer directly "I bet a pervert like you would love to have two women doing you, does Janet know about this?"

I had to laugh again because Janet and I had about the same conversation many years ago, she told me the only way I was going to have two women while she was around was if there were two of her.

"Yeah she said if I could find another woman willing, she didn't care, you want to volunteer?" I gave her my best shit eating grin.

She just snorted "you wish" and went back to watching the movie.

Now up till now it was all just friends bantering back and forth for me, when she said that the thought zipped through my mind that yeah I did wish.

On the screen the blonde was riding the guys hard dick and the brunette was grinding her ass around on his face. The sight of that round rod spreading the blondes pussy lips was making my dick harder, it was beginning to make a bulge in the leg of my shorts. The brunette got off the guys face and the blonde got off his dick and they jacked him off onto their faces.

"Why do guys like to do that" she turned to me for the answer.

"Hey that just the movies, I understand they do that so the audience can see that the guy actually did cum. I think there are much better places to deposit that my self." Again I gave her my shit eating grin. I could see her nipples were hard so the movie must be getting to her also.

She was shaking her finger at me and smiling and I saw her take a quick glance down at the bulge in my shorts.

"I can see you like this movie you pervert" Deb said.

"Yeah and I see you kind of like it also" I countered, she looked down at her stiff nipples. I don't think she realized they were hard. She blushed and crossed her arms over her breasts. "Must be the air conditioner" she said. She turned back to the TV.

The scene had moved to the outdoors and a different guy was in the process of undressing a stunning redhead. When she was down to just her panties she knelt down and pulled this guys pants open and fished out a monster, thing must have been twelve or thirteen inches long.

"Good gosh, is that thing real" Debbie blurted out.

Now I would like to say that mine was that big, or heck just big but I have a normal 6 1/2 inches. It is wider than most I have seen, kind of tapers down from a thick base to the tip. It seems to have pleased the few women I have been with pretty well and it sure pleases the hell out of me.

"Yep they do come in that size, but you know what they say, its not the size, its how you use it" I quipped.

"Looks like that would hurt to me." she was staring hard at the screen as the redhead tried getting the guys big dick in her mouth, she couldn't get much in maybe the head and a couple of inches. She was jacking the rest up and down.

"Well don't you ladies stretch enough to get a baby out, I would think if the guy was slow and gentle you could probably handle it." In my minds eye I could see Deb spread before me and I had a big cock I was just easing into her hot pussy, my cock twitched again.

She didn't see it she was watching as the redhead spread wide and the guy held his dick in one hand as he fed it into her shiny pussy, you could tell they had her well lubed up. We watched the rest of the movie, commenting back and forth, joking about big dicks and fake boobs. When two guys double teamed the big blonde I saw her rubbing her leg near her crotch.

It was about 11:00 when the movie went off. I was going to go to bed and I know she was too, We always hug when we meet or leave each other but I was kind of embarrassed to get up, my dick was about three fourths hard. I tried to not bring any attention to it as I stood up she did to.

I kept my hips back from her as we hugged but I could feel her hard nipples against my chest, my best friend felt pretty good. We kissed on the cheek and I went and got into bed. I couldn't go to sleep, I could feel Deb's nipples against my chest. I finally had to throw back the covers and jack off, the vision in my mind of Deb spread before me.

The next morning when we had a hello hug before heading off for breakfast, it was just as always, best friends. This was Friday night and we didn't have to get up early so we took the map and toured some of the Famous spots. We had a lot of fun, like I said we think just about alike. We called Jack and Janet on our cell phones from the walk of stars just to rub it in.

It was almost midnight when we got back but we were keyed up and not sleepy so we decided to see what was on the tube. I took a shower and put on my shorts. When I got in her room she was coming out of the bathroom from her shower, she had on a long cotton sleeping shirt, you know the kind, just a long tee shirt is what it is.

Sitting down on the small couch close to each other I could smell the clean fresh scent of her soap. There were a lot of movies on but we had either seen them of weren't interested in them. She looked at me and raised her eyebrows, I grinned and nodded and she went to the porno channel.

We came in just as some guy was shoving his dick into a tiny blonde on her hands and knees. He fucked her for a while and then another guy came up on his knees in front of her and she started sucking him off.

"There you go" I said "you can imagine how that would feel."

She pinched me on the arm "I have" she replied.

"Feel good does it?" I smiled. She didn't look at me just chuckled, "does in my imagination."

"Ah so you have never experienced that huh, well me either." I told her.

Now she raised her eyebrows and looked over at me. "That's a good thing that you have never had two men do you." she smirked.

I had to laugh "That's not what I meant, I meant I never had two girls do me."

The movie was making me horny, my dick was rising in my shorts, I could see Deb was running her hands down her thighs, I think she wanted to rub her pussy as much as I wanted to stroke my hardening cock.

The little blonde was being bounced forward by the guy shoving his dick in her from behind and swallowing the front guys cock almost to the base when she was. I wanted to do something to relieve the tension so I just tried to nonchalantly run my palm down my leg pressing hard on my dick. I saw her eye's glance down when I did that.

"Movie getting to you is it buddy?" she looked out of the corner of her eye.

"Well yeah kid it is." I told her.

"If you have to have some relief then go ahead, its not like I haven't seen one before." she said.

I didn't say anything just grinned but a thrill shot through me thinking about jacking off in front of her.

"Ho no you don't, you don't get a free show unless you join me, I can tell you want to do some rubbing yourself" I countered.

She pointed her finger at herself and gave me that who me expression. She turned to watching the movie.

I don't guess there really was any kind of plot to this thing because as soon as both guys shot off on the girl, one over her ass and the other in her hair and face then they went inside to a bedroom where a short haired girl was on her knees over a guy lying on the bed. Her ass was toward the camera, her slit framed by her tight ass and thighs, they would pan around to her head bobbing up and down on his dick.

I had my hand on my dick just pressing it against my leg, my eyes were going back and forth from the screen to Deb. I caught her doing the same glancing over to my hand on my dick then back to the screen. So it was going to be a game of chicken to see who was going to start.

The girl on the screen turned around facing the camera. putting her legs on the outside of the guys' and squatted down sliding down onto him, well the sight of his dick sliding up into her cunt spreading those lips had me reaching down into my shorts and pulling my dick up to where I could start stroking it, I had my hand inside my shorts so Deb could only see the head and my hand on the upstroke.

Deb saw me but she didn't say anything, I saw her hand closest to me slide down between her thighs and under her gown.

I slowly stroked my dick, it felt good and the scent of her arousal mingled with the clean smell of her soap making me even harder.

The girl on the screen was bouncing up and down on the guy now and every time I glanced over she had her hand working. My problem was I could see down in her lap but her shirt still covered her hand. Okay if we are going to play this game then I am going to up the stakes. I rose up and slid my shorts down off my ass to my upper thighs giving my dick and balls the freedom they wanted. Now I was running my hand up over the head gathering the pre cum that was beginning to form and slicking my shaft with it. I saw her eyes widen when she glanced over but went back to watching the screen.

The girl on the screen was now on her knees and the guy was fucking her from behind. The camera shot was underneath her looking up at his cock pumping her and his swinging balls. I could see Deb's hand working harder.

"No fair kid" I said softly.

"What... what's no fair." she took a quick look at my dick then back to the screen.

"You get a good view of two very nice dicks and I can only see one nice pussy." I told her.

"Pervert" was all she said but she pulled her shirt up her legs till her moving hand came into view, she didn't have on any panties and her hand was cupped between her legs. Looked like her middle finger was in her pussy and she was using the knuckle of her first finger to rub around on her clit. The soft brown hair on her mound sticking out around her hand.

My excitement level went up about ten notches. This was the first live pussy I have seen other than Janet's since we were married. I squeezed my dick a little harder and worked just a little faster. I had almost quit watching the movie now I was concentrating on her moving hand, her middle finger easing in and out of those tight held lips.

I looked up and saw she was watching me jack off now and not the movie.

Not looking into her eyes I said "You still have a better view than I do."

At first I thought she was going to ignore me but she twisted around sitting back in the corner of the couch and opening her legs, her knee bent and laying against the back of the couch and the other leg on the floor. This was a straight on shot between her legs. She had fine legs fleshy and firm, tight lips that looked like they were sucking her working finger. It was such a pretty pussy her hair curling out around her hand.

I never looked up, my eyes were glued to her glistening lips, they were coated with her arousal. My hand was going a little faster now, I didn't have to speed up. This erotic sight was making the cum in my balls boil.

I used my other hand to cup my balls, when I did this she moved her other hand to her cunt rolling her clit between thumb and finger and putting three fingers in her juicy cunt. She was breathing hard now and I looked up to see her face was flushed and her mouth was open in a little O. Her eye's were on my moving hand and hard dick.

I knew when she had her orgasm from the little "uhhhhhhh" sound she made and the muscles in her legs tensed. The fingers that were flashing in and out of her cunt suddenly jammed in and I could see her clear cream running out around them.

That was so hot I raised my ass up off the couch and shot about three big wads of cum out over my shorts to hit the floor a few feet away. As I kept pumping the cum would ooze out on the up stroke. Looking up from that pretty pussy again I saw she was enthralled with my shooting dick, never taking her eye's off my moving hand even as her pussy throbbed around her fingers.

When there was no more cum in my balls. I removed my hand watching her eyes, she kept them on my hard dick, normally it would start to bend over in a bow because it would be softening. The thrill of having her watch me kept it hard. She was still moving her fingers slowly in and out of her wet pussy.

"Thanks kid, I will sleep much better tonight" I said softly.

She jumped like she had been in a trance. Jerking her eyes from my cock back to my face she blushed and then grinned. "Me too you pervert." She sat there with her pretty pussy exposed to my gaze and me with my hard dick sticking up neither of us knowing what to do next.

Deb finally moved her knee off the couch and put her shirt back down her legs. I figured this was my que and I got up pulling my shorts up, that hard dick didn't want to go in there. She got up also saying "I think I will have to take another shower now."

It was time for the good night hug but we were both unsure of what to do now. I moved forward and hugged her, this time I didn't move my groin back, she came against me lightly but enough to feel my dick against her belly and I felt those hard nipples against my chest. I was going to kiss her on the cheek and I don't know if she turned or I did or we both did but instead of a cheek our lips met. It shocked us both and it was only a momentary kiss but her lips felt so soft.

She brought a hand up to caress my cheek, giving me a smile she said "good night pervert."

I could smell her sweet aroma on her hand and I think my dick got even harder.

"I am going to have to take a very cold shower I think." winking at her I touched the tip of her nose with my finger "goodnight kid."

I did take a shower and my cock did soften but lying in bed thinking about how good her pussy looked I had to jack off again.

We slept late Saturday morning and she got up before I did, the first thing I knew was the cover being pulled off me.

"You going to sleep all day, come on lets see some sights." she cajoled. The first sight she saw was my hard dick making a tent of my shorts.

"Good gosh pervert don't that thing ever go down?" She should surely know about a piss hardon by now.

"You sure are chipper this morning." I grumped.

"Come on lets go to Disneyland, get dressed lazy" she insisted.

"Okay Okay I'll be ready in a minute, do you mind?" I was referring to her sitting on my bed while I was trying to get ready.

"No not at all I'll just wait here." she grinned, I knew my friend was trying to embarrass me so I thought okay if that's how you want to play. I got up stripped off my shorts and headed for the bathroom, hard dick swinging in front of me.

From behind I heard "oohhh nice buns, be careful going around that corner" and lots of giggling.

After my showering and shaving I came out of the bathroom, by now I was sorry I had come in here naked. I did feel sort of embarrassed but when I stepped out Deb had gone back to her room. I was slipping my pants on when she came back.

"Had to get my purse, dang I missed the show didn't I" and gave me a little smirk.

We spent the whole afternoon and late into the night at Disneyland, we had a great time. She did some shopping at some of places there for the kids and family, I went in one store bought my wife and kids something and then just sit outside while she visited other shops.

I didn't mind I love to watch the good looking women stroll by in their tight shorts or mini skirts, nipples tenting their tops. We took the packages to the car then came back, I think we rode everything there was to ride. It was about 12:00 pm when we entered the hotel.

We were both tired, it had been a good but long day. She had her packages and was going through the adjoining door when I said. "I'm kind of keyed up, think I need something to relax me". Now I said this in jest or at least I think it was in jest. Deb stopped in the door, looking at me with one eyebrow raised.

"Oh you do huh, I am going to take a shower, when you finish yours come on over and we will talk about relaxing you, pervert."

I took my shower and wrapped a towel around me and went in her room, she was still in the bathroom so I set down on the couch and waited. It wasn't but a minute she came out, like I saw her before with just a towel wrapped around her, long legs still glistening with moisture. She saw me sitting there and laughed.

"I see we had the same idea on what outfit to wear." She came over and sat on the couch by me. "Do you want me to turn on the TV?" she asked.

I was already getting hard, when she sat down that towel rode up to just covering her pussy, her fine legs exposed all the way. I sure didn't need anything else to stimulate me.

"No Kid, There is enough visual stimulation right here." I replied.

This seem to please her, she grinned and settled back against the corner of the couch about like she was last night. Her movement caused the towel to ride up above her pussy. When she placed one foot against the back of the couch, there it was, that pretty cunt I saw last night no hand in the way this time. Her curly brown hair was still damp from the shower and her lips were very tight just a dark line running down to show where the slit was.

I reached for my towel undoing it I let it fall open and started slowly stroking my cock, never taking my eye's off her exposed pussy.

I said "you need to join me kid." I looked up into her eyes and got a tiny grin as her hand moved over and she started running her middle finger up and down her slit.

We watched each other for a few strokes, I could see her finger gleaming with her juice as she worked her middle finger in and out of her hot hole. I was starting with my precum and when the first drop came I smeared it over the head of my cock.

"I could use some more lubrication kid." I informed her.

"Oh, what did you have in mind?" she asked.

I nodded toward her working finger "You look like you could spare some." I said hopefully.

She cocked her head to one side, thought about it and put two fingers in her pussy bringing them out coated with her slick juice, leaning forward she moved to my cock. I moved my hand and she coated my cock. The feel of her hand on my dick making it twitch. She did this three times till I was slick with her juice then went back to fingering her self.

I started stroking again, her cunt juice making my hand slide much easier. She was beginning to breath harder and I could feel my balls tingling. Watching her fingers fuck that pretty pussy I wanted to have my finger there.

"I think I need some more, can I get it my self?" I was afraid to look at her.

She moved over to sit beside me legs spread just a little, the towel was up around her waist now. I slid my hand over her smooth thigh then down between her legs cupping her with my hand. The feel of her hair was so sensuous against my palm. Then I ran my middle finger between those tight lips rubbing her clit before sinking my middle finger into her hot center.

"Ohhhhhhhh" a soft breathless little sound.

This was the first pussy other than Janet's I had felt since we were married, it felt so hot and wet and tight, any thoughts of taking my finger out was forgotten. I started working it in and out squeezing her swollen lips with the finger on each side of the middle one.

I was watching my hand as it pleasured my friend, she lay back against the couch and one of her hands brushed across my belly and encircled my dick. It was my turn to groan as her soft hand slid down to the base of my cock, tightened and pulled upwards, bolts of pleasure shot through my dick. I looked up at her face, her head was back on the couch and her eyes were closed, her face flushing as her climax approached.

I was working two fingers in her now rolling my palm over her mound, my fingers were rubbing her clit as I drove them in and out of her ever flowing pussy. They were coated with her juice. She was making soft little "ummm" "ummmm" sounds and her legs spread wider to give me better access.

She was moving her hand up and down me giving wonderful thrills but she really was lost in the pleasure of my hand as I brought her to her orgasm.

I heard that "huhhhhh" and felt her cunt clamp my fingers, she hunched her ass up giving me a better angle. Her hand on my cock squeezed hard and all pumping stopped.