My wife and I had discussed her attraction to my best friend, Paul. He was a bit bigger than me at 6', with curly blond hair and had a thin but athletic body. She thought he had a cute ass and his clever sense of humor tickled her. I had teased her with the thought of a threesome for a long time but I had never mentioned it to Paul. And we had never done anything close to a threesome because Jen was basically a shy almost insecure person. But the fantasy made for great sex.

This hot summer day, Paul came over to help us cut up and stack a cord of wood that was delivered as full length logs. It was hard work and we stayed with it for about three hours before the sun had taken enough of our strength. We came in for beers and ice tea and decided to quit early for the day. After a couple of beers I suggested showers and Paul went first. While he was in the shower I spoke to Jen and told her to complain about her back being sore when she was done with her shower. She asked why and with a twinkle in my eye, I said, "Wouldn't you like a nice relaxing back rub." I let her imagination fill in the rest.

The subsequent showers went quickly with a little bit of flirting between Paul and Jen as they came in and out of the bathroom. He, predictably, had a comment and a suggestion for her when she tried to dash to the bedroom in a towel. She of course, stopped and flirted sticking her leg out at him so the fold of the towel opened and showed her whole leg right up to her hip. She came out dressed in a tank top and tiny shorts. The two men were sitting on the couch drinking beers and listening to music. As requested, she mentioned that her back was bothering her and I immediately suggested that I give her a back rub.

I asked Paul to move to the chair, while I spread the cushions of the couch onto the middle of the floor and had her lay down on a sheet used as a covering. She lay on her stomach and I began to rub her lower back, asking her where it hurt and she replied that it was both in her lower back and in her shoulders. I asked Paul how he was feeling and he said fine now that he had a beer in his hand. I then suggested that he get on the other side of her and help me massage her. I sensed no hesitation as he made his way onto the floor.

When I pulled her tank top up to the top of her shoulders she had to rise up off the cushions a bit so it could get over her size C+ breasts. As we got a quick flash of their sides I gave Paul a facial expression that said — pretty nice huh. He nodded back. We massaged her entire back with four hands rolling and kneading her skin. She moaned in response to my questions about how it felt. I made a big deal about trying to get to her shoulders with the tank top on and finally told her in an exasperated tone that the top would have to come off. She objected, but I insisted telling her that she was already naked around her breast area. So she reached up and took it off. I could tell as she settled in again that she was really beginning to enjoy this and I knew her imagination was getting going.

As I rubbed her shoulders in a smooth sensual way I repeated defensively that she complained about the pain in her shoulders and lower back. After a pause I told Paul to pull her shorts down a little so he could fully get to her lower back. Jen acted like she wanted to complain and didn't provide any help but soon Paul had dropped her shorts about three inches lower exposing her whole back. Neither of us could tell if she was wearing panties. We continued to massage her, moving up and down along her back trading places on her lower back and shoulders and then I decided it was time to rub her legs. I told Paul to do the leg closest to him while I did the one closest to me. I told him to follow my lead and we would rub symmetrically down and up her legs. When he moved beside her leg, I could tell from the bulge in his pants that he was getting excited from rubbing her cool smooth flesh.

We started down and took our time doing it each using two hands. We massaged her feet which were nice and clean from the recent shower, lifting them up to get at them. As I returned her leg to the cushion I made sure her legs opened up a bit more than they had. Then I slowly began moving up as Paul followed, gently rubbing around her leg. We moved to the bottom of her shorts and I got two full fingers under the edge touching her ass and the inside of her leg very near her crotch which was very moist. Paul did not follow that move even though I encouraged him with a look. I didn't know how far he would go, but he was clearly enjoying it. I rubbed her ass through the material of her shorts and rocked her back and forth as I did. We both gave her a few very light gentle strokes all over her back and legs as though we were finishing. She stretched with all the tension of her imagination and the massaging.

I then told her it was time to turn over and she objected since she was wearing no top. I told her I would put her loose top over her breasts. I picked it up and held it over her back so she could modestly turn over which she finally did after a bit of protestation. I laid the jersey loosely over her breasts. We began to rub her stomach and the top of her shoulders. I started to rub the sides of her breasts under the top. She was watching us. I told her in kind of a commanding way to keep her eyes closed and just enjoy the feeling. She obeyed. With a look I encouraged Paul to rub around the edges of her breasts and he did. She didn't object. She just lay there with her hands under her head and her eyes closed. I started to move my hands very gently across the tops of her breasts keeping her modesty with the top over my hands while Paul was rubbing her stomach. She was peeking. I told her not to look and threatened to blindfold her. I knew she was curious who was rubbing where and it was driving her nuts.

I lifted my hands off of her and with a look suggested to Paul that he rub her breasts. He lifted his hands and I immediately placed mine back down where he was on her stomach. My fingers were pointed toward her legs and my fingers edged their way under her shorts. With one hand I unsnapped her shorts. Paul who had begun to rub her upper chest had moved down under the tank top and was rubbing and squeezing her breasts. I was smiling at him; encouraging him. She again stretched and slightly arched her body and I knew I had them both. She was having trouble staying still and Paul was definitely into massaging her breasts which he did magnificently using two handed squeezing mixed with gentle finger passes on her nipples. Even though the top blocked my view I could see what was going on and I was enjoying it too.

I caught her peeking again and I took the top off her breasts and placed it over her eyes tucking it under the sides of her head. Her breasts retained most of their perkiness since her hands were still up under her head. Her nipples were huge and as hard as I had ever seen them. Paul and I looked at each other with huge grins on both our faces. I asked her if she was wearing panties and she asked why I wanted to know. I told her to just answer the question and when she said yes, I began to remove her shorts, pulling the zipper down. She didn't object, in fact, she raised her hips as I pulled them off her legs. I sat in between her legs, spreading them wide, and rubbed each leg up and down with one hand. Paul continued to focus on her top although not just on her breasts. He was rubbing her sides pulling the skin toward the middle with smooth strokes up and down the length of her stomach, chest and shoulders, still true to the massage.

I leaned forward and kissed her on her stomach with my chest just touching her panties and Paul returned to touching her breasts. I think she had her first orgasm at that moment as her legs squirmed and her back arched as she tried not to moan. Her breathing, however, was a dead give away. No one acknowledged the orgasm and we continued to massage her. I suggested to Paul that we trade places and we did. After kissing her on her cheeks and neck and getting a warm return kiss from her, I straddled her still blindfolded head and touched her more than massaged her and began kissing her all along her body at the same time. I moved my whole body down toward her stomach while Paul was rubbing her legs.

My hands moved to her panties and began to rub her pussy through the cloth while Paul watched intently. She was soaking and her panties clung to her crack. She was wriggling again and arching and now noticeably moaning. I guess the pretenses were over. I reached each hand under her the sides of her panties and teased her by touching the flesh near her triangle. Looking at Paul, I told him to join in and he also teased her by rubbing her legs in the fold between her legs and her pussy. I pulled the sides of her panties together exposing more of the large swollen lips of her pussy and Paul took advantage of this. My legs were on either side of her chest with my groin hanging in her breasts. I felt Jen's hand reach up and rub my ass through my sweatpants. I turned around and told her not to touch me and to just lean back and be still if she could. She responded by returning her hand behind her head and giving a huge prolonged arch. Paul took advantage of this by rubbing her pussy down the middle with his palm.