Chapter 1

My wife and I have been married for about 15 years. We had lost touch with many of our old friends but have become closer with some. One couple, that was friends with my wife before we were married, ended up moving in to our downstairs apartment. Jim and Sara had run into some very hard times and couldn't afford to pay rent anymore. When we offered them our place till they got back on their feet they gladly accepted. Jim is a year older than me and Sara is my age. Sara still looks pretty good for a woman of 56. She had her breasts done and they really look good! She is about 5'8' with blonde hair. Although she has put on a few pounds she still has a great ass as well. We had flirted back and forth since we met and I'm sure she was as attracted to me as I was to her. I even got away with grabbing that ass one day when she was walking in front of me. I didn't know how she would react but she just turned and winked. I really wondered what might happen now that she would be living right downstairs.

It's funny how things happen. My wife and I have some great lovemaking sessions where she lets me fantasize about fucking other women. On many nights she brought Sara into the fantasy. Even though she had brought allot of other women into these fun nights it seemed that Sara would come up most often. I think she started getting worried that I was thinking about fucking her old friend a little too much and the Sara fantasies stopped. Now I had to wonder what she was feeling. Since I was sort of retired and Sara didn't work we would be home all day alone! To be honest I was having second thoughts about the situation myself.

Finally it was moving day and Jim and Sara pulled up with a small Haul. It was a hot day and we were all dressed for the job and the weather. My wife was in shorts and so was I. Jim had on a pair of lightweight pants and Sara was in a pair of tight cutoffs and a tight t-shirt. I had to work hard to keep my eyes off her tits and ass. As the job progressed we all were sweating hard and our clothes were sticking to our bodies. At some point Sara must have taken off her bra to be cooler and her nipples were pressing against her soaked t-shirt. To make maters worse her cutoffs were riding up and the outline of her pussy was all too clear! My wife made a joke about the way she looked and we all laughed. This relieved me a little and I didn't feel as bad about her catching me staring.

After the move Jim and I returned the truck. When we got home the girls had already showered and changed. They both had on light, summery dresses. I let Jim shower up first then headed in myself. We sat in the living room and had a couple of cold beers to relax from the days work then headed downstairs to organize their furniture. There were a lot of boxes to move around and unpack and I caught myself looking at Sara's ass when she bent down to empty one. At first I thought she wasn't wearing any underwear since I didn't see any panty lines; then I saw the outline of a skimpy thong. I was a bit surprised since she wasn't exactly a youngster at 56 but then she had a very nice ass and I would have loved to see what it looked like in that thong.

I had to make sure my wife didn't catch me looking; I didn't want her to start feeling uncomfortable with our new tenants.

We finally got things pretty much organized and it was getting lat. Tomorrow was a work day and we all headed for our beds. The next morning I got up with Lori and put on the coffee. Jim knocked at the door at the top of the basement stairs and said he could smell the "brew" from downstairs and would love a cup. I invited him in and the three of us shared our morning java. He said that Sara was still asleep since she wasn't used to all that manual labor from the day before. We all joked and laughed about how we were getting old. Lori and Jim headed for their cars and went off to work. I did some cleaning and tried to be as quiet as I could so not to wake Sara. When I was done I headed for the shower. I wasn't used to any strangers being home so I walked out of the bathroom with only my robe on. As I walked out I almost knocked Sara over. My robe slipped opens a bit and she had a quick look at my semi-hard cock. She kept her eyes on it for a long time and noticing this I took my time pulling it closed. When she looked up our eyes met and her face turned bright red. There was a long moment of silence and then we both laughed. Sara was wearing a pajama set of satin shorts and button top. The top was unbuttoned down to the bottom of her tits and I had a good view of the whole set. She caught me looking but made no effort to button up. I told her there was coffee on and she said she would love a cup. We went into the kitchen and sat at the table. I couldn't help but notice that even just out of bed she looked very sexy. I guess the fact that her beautiful tits were very much exposed and her little satin bottoms were so sheer that I could see the lips of her pussy through them didn't hurt either. We sipped our coffee and chatted for awhile. I was having trouble hiding my ever hardening cock and I was sure she noticed as she glanced at my crotch quite often. Finally she said she was going to shower. She asked if she could use the upstairs since heir's was not really set up yet. I told her to go right ahead and jokingly asked if she wanted me to come in and scrub her back? She laughingly said "sure, but if I did that then she wanted me to do her whole body"! Then she disappeared into the bathroom.

I put on a pair of shorts and a t-shirt. It was going to be a real scorcher so I decided to go "commando" and didn't put on any underwear. I had a lot of housework to do and wanted to be comfortable. I finished cleaning up the kitchen and was at the sink when Sara snuck up behind me and poked me in the back. I jumped and she laughed. She was wearing a short silky robe that left little to the imagination. I stood there with my mouth open and just stared. There was along silence before she looked me dead in the eyes and said, "I guess you like what you see". I said, "We'd better have a little talk today". I was very uncomfortable with this whole thing. I never cheated on Lori and this situation was already getting a little out of hand. I didn't know if Sara was just being the flirt she always was or if she was giving me an invitation. Either way I was walking around with a stiff cock in my pants ever since she moved in and I didn't know how long I could control my animal instincts. Sara sat down at the kitchen table and said if I wanted to talk she would listen. I sat down and tried to explain how I felt but mostly I couldn't keep my eyes from her mostly exposed tits and all could do was stutter and stammer. She finally put her hand on mine and smiled. "I know I must be making you crazy" she said. "That bulge in your shorts is hard to miss and I guess you're not aware that you're peeking out of your shorts". Sure enough I looked down and about two inches of my 8 was hanging out. I quickly tucked it back in. She said it was her fault. She was taking this flirting thing a little too far since there was no one around and she would back off a bit so I wouldn't feel uncomfortable. I was very relieved and said "I had been wondering if she was inviting me to make a real pass". She told me that was a flattering thing to say and if I had she would be hard pressed to turn me down, especially since she had finally gotten a look at what had been hiding in my pants all these years. With that she got up and went downstairs to get dressed.

I took care of my daily chores and had to run to the store to pick up some things for dinner. I knocked on the basement door to let Sara know I was going out and see if she needed anything. She answered the door dressed a bit more conservatively in a pair of white terry shorts and a t-shirt. She said she was ok and that she was trying to get the rest of her and Jim's things put away. I did all my errands in about an hour and headed home. When I pulled into the driveway I had a real perverted thought. I thought about peeping through the downstairs window to see what she was up to. I snuck around to the back of the house where the bedroom was and knelt down at the window. She hadn't gotten around to putting up curtains yet and I could see inside with no problem. I was very surprised at what met my eyes. There was Sara on the bed with her legs wide open working a realistic looking dildo in and out of her pussy. She was bucking her hips violently and from the look on her face I could tell she was about to cum. My cock was almost bursting inside my shorts and I stroked it slowly while I watched. In a matter of just a minute she threw her head back and squeezed her legs together as she came violently! I watched as she lay there with her eyes closed breathing heavily. I didn't linger any longer since I didn't want her to catch me peeping. I quietly snuck back to the front of the house and went in the front door. I made sure I was noisy enough for her to hear me come in and gave a knock on the basement door. She took awhile to answer and looked a bit flushed when she opened up. I asked her if she was alright and she blushed redder but said she had layed down and must have dozed off. There was a little moment of silence then I said I was going to start dinner and went upstairs.

I was getting things started when Sara walked into the kitchen and asked if I needed any help? She gave me a hand and we had dinner pretty much set up in no time. It was around 3:00 and Jim and Lori wouldn't be home till around 5:30. It was too hot to go outside so we went sat in the den and turned on the TV. The usual afternoon junk was on and Sara started flipping through the channels. We had the premium cable service and got all the channels. Sara remarked that she and Jim couldn't afford that service and it would be nice to watch a good movie once in awhile. She flipped to the movie channels and suddenly hit the XXX channel. She let out a little gasp when she saw the action on the screen. There was a woman sitting on a couch and a guy had his face buried between her legs and was really into what he was doing. The woman had her head back and her eyes closed and was moaning loudly. "Do you and Lori watch this channel often" she asked? "We used to watch it a lot but it got sort of boring after awhile" I said. She had her eyes glued to the screen. She said that she and Jim had rented a couple of porn flics but Jim had become very uninterested in sex over the last few years and even though she tried some things to get him started he just wasn't into it. She added that in all the years they were married he had never gone down on her. "That's my favorite thing" I said. "I love making a woman cum like that". She was still watching the TV and I could tell by the way she was squeezing her legs together that it was getting her horny. "I bet you wish you were that woman" I said. She groaned and said she sure did. I don't know what I was thinking, maybe all my blood had left my brain and went into my now rock hard cock. We were both sitting back on the love seat and I put my hand on her leg. At first I just kept it still and she didn't seem to notice since she was so focused on what was on the TV. Slowly and gently I started running my fingers up and down her thigh and still she either didn't mind or didn't notice. I kept inching my way up her leg and soon she relaxed her legs and let them open slightly. I took that as a sign that I could get bolder and slid my hand up higher. She kept her eyes on the set and slouched down on the sofa; as she did my hand slid higher and was now right at the leg of her terry shorts which had ridden up almost to her crotch. I slipped one finger under the soft terry cloth and just ran it back and forth. Her legs opened a bit more and I knew that between the action on the screen and my rubbing her thighs she was getting very horny. I decided to go for it and slid my hand up her shorts until my finger reached her very wet pussy. She jumped a little and turned her face to me. "What are you doing" she whispered but made no move to take my hand away. I asked her if she wanted me to stop and after what seemed like an eternity she softly said "I'll let you know when". With that she turned back to the TV, slid down further on the couch and let her legs open a little more. My fingers were now sliding up and down the lips of her pussy and she was gently rolling her hips to match my strokes. All at once she turned to me and said "would you go down on me... just go down on me but we can't fuck". She sort of took me by surprise so I just nodded. She stood up and slipped her shorts off then sat back down on the couch with her legs open wide. I knelt in front of her and slowly ran the tip of my tongue from the bottom of her soaking wet pussy to her swollen clit. She reached down with both hands, grabbed the back of my head and pulled my face hard against her pussy. Sucked her clit into my mouth and slid my tongue into her. She moaned loudly and began grinding her pussy against my mouth. Within seconds she came for what seemed like forever all the while moaning loudly. After awhile she calmed down and quickly stood up and put her shorts back on. She looked at me and said "I can't believe we just did that". "I don't know what the hell came over me". I asked her if she was going to have a problem wit it and she said it would be ok but quickly left the room and went downstairs.

I sat down on the sofa with my throbbing cock and wondered if I had just made a very serious mistake. Then I remembered that Lori and Jim would be coming home soon and I had to get composed in a big hurry. I washed up and got busy in the kitchen. It was quarter to five. I started setting the table and Sara walked into the room. "I'm sorry" she said and gave me a hug. I told her it was OK and it was me who started it so it was my fault. She disagreed and said that she could have stopped it any time and that it was her who asked me to go down on her. She quickly added that she had not cum that hard in a very long time and as far as she was concerned she was glad it happened. I was very relieved and told her so. Then she surprised me again by saying "I guess I owe you one... it wouldn't be fair if she didn't pay me back for the favor. I started to say that it was getting late but before I could get the words out she had dropped to her knees, pulled down my shorts, and had my half hard cock I her mouth. My cock got rock hard in less that a second and she was sucking it fast and hard. Within 10 seconds I came so hard that I almost fell down! She sucked every drop of cum from my cock then got up and gave me a deep kiss on my lips. She smiled and said "you'd better get dinner on the table because a car just pulled in the driveway".

I got my shorts up and tried to compose myself as fast as I could. I knew I'd have to try to hide the guilty look on my face when Lori came in. The door opened and I stood in front of the sink washing dishes as whoever it was came down the hall. Sara was sitting at the table reading a magazine. Jim said' "hello" as he entered the room. I was sort of relieved but still hoped what had just happened was not written all over my face. Sara stood up and gave Jim a big hug and kiss hello. "So, what did you guys do all day?" Sara told him she managed to get most of their stuff put away and then helped me get dinner together. He jokingly said "I was wondering what you two might get into with nobody here to keep an eye on you". I tried to look as innocent as I could and joked back at him that Sara was playing hard to get all day. We all laughed and Jim headed downstairs to wash up and change. Sara went down with him and gave me a wink and a sexy grin as she left. I breathed a big sigh of relief once they were gone. My mind was racing... this situation was already out of control and this was just the first day! Just then Lori pulled into the driveway and once again I had to try to look as innocent as I could. She came in and walked straight into the kitchen. "So... were you a good boy today?" She asked with a sly smile on her face. Lori looked very nice in a pair of dressy slacks and a low cut white top that showed off her big tits. She was showing more and more cleavage these days with what she wore to work. I had commented on several occasions that the guys at work must be enjoying the view. She always said that she was not interested in anyone else but being the jealous guy I was I still wondered. Lori had put on a few pounds since our son was born but was very pretty and had a very nice rack! We asked about each others day and after a quick hug and kiss hello she headed for the bedroom to change. I was pretty sure she didn't suspect anything and hoped Sara was being cool as well.

We all sat down for dinner and some wine. After we ate and finished the first bottle we started another. By 8:00 we were sitting in the den and working on the third. It was a bit uncomfortable sitting on the love seat with Lori thinking about what had taken place on it just a few hours earlier. The fact that we were all feeling very mellow from the wine was helping me to relax about the days activities. We talked and joked for awhile and then I said I was in the mood to smoke a little weed. I knew Jim didn't partake and neither did Lori. Sara liked to smoke but Jim didn't like her to; in fact he really didn't like her to drink either. Sara had a drinking problem and although she had it under control Jim still kept an eye on her I knew it wasn't cool to light up there so I started out of the room, before I got to the door Sara said, "I'd like a couple of hits if you don't mind". I looked at Jim and I guess with all the wine we had drank he was caught off guard. He laughed and told her to go ahead. We left the room and headed for the bathroom. I turned on the vent fan and lit up a nice fat joint of something very good that a friend had given me. I took a long drag and passed the joint to Sara. She took a good hit and as she passed it back the door opened and Lori walked in. She said "what the hell" and took the joint out of my hand. I watched as she also took a big hit. She started coughing and gagging but once it passed she took another. This time she managed to hold it in and exhaled slowly. We passed it around several times and I was getting pretty "stoned". I could tell the girls were also feeling pretty good as they started giggling for no reason. We all walked back to the den and sat down. Jim looked at the three of us with those stupid grins on our faces and started to laugh. "Guess you guys are feeling pretty good now" he said. I just looked at him and drawled, "Yeah man".

There was a long bit of silence then Jim picked up the remote and turned on the TV. I must have forgotten to change the channel from that afternoon and there was a hot three way going on. I thought Jim would have changed the channel right away since I knew he didn't like that stuff but he just sat there staring. Me, Lori, and Sara just stared at the screen with our mouths drooped open. Nobody said a word for awhile then Sara let out a low sexy moan. Jim looked at her and then at me and I thought we were busted. Lori finally asked jokingly, "so, is this what you guys were doing all day?" I turned bright red. Jim finally switched it off and Sara protested loudly, "hey, I was just getting into that"! Then Lori surprised me when she protested as well. Jim looked at me and I just said, "Hey, whatever keeps them happy", so he clicked back but said, "I'm not into this crap" and strolled out of the room. I heard the basement door open and close as he went downstairs. Meanwhile me and the two girls watched the action on the screen. Lori and I were on the love seat and Sara was off to the side in a chair. Lori told her to come on over and sit with us so she could see better and Sara came over and sat next to me. There I was sitting on a little love seat with Lori on one side of me and Sara on the other. I think the pot must have made Lori lose all her inhibitions because normally she would never have let a scene like this happen.

The three way on the screen was very hot. There was one guy and two hot middle age women fooling around on a couch.The two women were rubbing the guys cock through his pants and he had a very obvious bulge there. He was running his hands up and down their thighs and then started rubbing their pussies. One girl was in a short skirt and the other was in a pair of skimpy terry shorts like the ones Sara had on the day before. As the action on the screen heated up I could feel my cock getting hard and I was more than just a little uncomfortable sitting there with my wife on one side of me and Sara on the other. The sofa was pretty small and both of them had their thighs pressed against mine. Lori was starting to squirm around a little and I knew the movie was starting to get to her, especially after that weed. Sara had her legs squeezed tight together and from the look on her face she was very turned on. I was afraid to move... I didn't want Lori to think I was trying to get closer to Sara, if that was even possible. None of us had said a word for the last five minutes but Sara was making these soft little moaning sounds in her throat and she was now squeezing her legs together in a slow rythem. I glanced at Lori and could see that her nipples were hard and I knew her pussy was getting very wet. I wondered how long she would let this go on. Finally she looked down at the large bulge in my shorts and I guess that snapped her out of it. She stood up and said, "Well... I guess there will be a lot of rocking and rollin in this house tonight". Then she grabbed the remote and abruptly shut off the TV.

That broke the spell and Sara also stood up. She was turned towards me and her crotch was right at eye level. There was a very noticeable wet in her shorts! She must have realized this and said "I'd better go see how Jim is doing" and left the room. Lori's eyes were sort of glazed over and her nipples were still pressing through her tight top. I grabbed her and kissed her passionately. She practically dragged me to the bedroom and ripped my clothes off. She threw me on the bed and started sucking my cock like a two hundred dollar whore. I had all I could do to not blow my load right then and there. She finally stopped and got undressed. She joined me on the bed and started slowly stroking my cock. "So, did that movie turn you on hon." she asked? I said yes and she then asked "I bet you'd like to have Sara in a three way wouldn't you?" I was a bit lost for words. She had brought Sara into our fantasy lovemaking before but not in a three way. I just nodded. I looked at her a reminded her that she told me many times that she was not interested in a three way of any kind and she just laughed. "Well, I'm sure Sara noticed that bulge in your shorts as well as I did". "I don't know about you two being home alone every day" she added. Then she dropped a bomb when she asked me why the TV was tuned to the XXX channel? I told her that I had been flipping through the channels and saw a pretty hot scene but had to shut the TV in a hurry when I heard Sara come up the stairs. She just said "uh huh" and started stroking my cock a little faster. I rolled her over, got on top of her and started sliding the tip of my cock along her very wet pussy. She spread her legs wide and said "c'mon, fuck me... fuck me hard... fuck me like you'd like to fuck Sara." I slammed my cock in her hard and started fucking her with long hard strokes. I came pretty fast and kept stroking until she came too. We kissed for awhile then lay there quietly until I fell asleep.