Alex and Diane Freeman had been married for quite some years now. The kids had grown up, moved on and had families of their own, which made them grandparents. Alex now sixty-three and looking forward to his retirement and why not he'd worked hard over the years and with Diane's help they had paid off the mortgage and put together a nice little nest egg. Diane was a few years younger, fifty-nine coming up to her big six-oh in a few more months. Overall they'd had a pretty good life together and like all married couples had seen their trials and tribulations, but had managed to get through them. Like many couples at that age they had hit that comfort zone, did most things together, but for the past five years Alex had lost interest in having sex, the frequency between sessions became less and less until finally it did not exist. It didn't really bother Diane too much, but at times she still felt she would like a little more attention from Alex in that area ... alas it seemed it was never to be.

Tony Baldwin was a friend of theirs from way back, from their teenage years in fact. There had been a group of them who seemed inseparable. Like all teenage friends they grew up, Alex and Diane had always been an item and it was no surprise to any of the group that they eventually married. The friends slowly drifting apart, going their separate ways, different jobs and different areas or parts of the world. Regular letters became the occasional Christmas card and in some instances even that stopped.

Tony Baldwin was one of the group that had dropped off the edge of the world and no one knew where he had finished up, a strong suggestion that he was in Australia ... but no one could confirm that.

Then one day out of the blue Alex received a call ... he recognized the accent but not the caller. When the caller told him who he was Alex couldn't believe it.

"God Tony ... Tony Baldwin ... how the hell are you ... we've all been wondering where the hell you had vanished to ... heavens how long has it been?"

"Don't even go there pal ... long enough" was his reply.

Suddenly the years were just stripped away and it was just like the old times again. Tony had married and had in fact emigrated to Australia some time ago. Now retired he had time on his hands and was endeavoring to catch up with past friends. He'd known where Alex and Diane had moved to and took pot luck with the phone book, and bingo he had hit the right button and found Alex and Diane.

"Hey look ... Diane and I were thinking of going out to Oz for a holiday ... how about we catch up with you and your wife ... perhaps give us some ideas where to go?"

The catch up was organized and along with another long last couple that made six of them ... it proved a tremendous success. Tony was quite a bit different to the last time they'd seen him ... a few pounds heavier ... in fact quite a few pounds heavier ... but it was the same Tony underneath it all. He and his wife Beth seemed very suited to each other. The thing was they had all matured with age ... like all people do, but the old friendship was still the same. Tony and Alex continued to keep in contact with each other and when Tony said he was coming over for a few days, Alex and Diane were quick to make sure he stayed with them.

When Tony eventually did arrive it was old friends meeting up all over again.

Now there was only one problem to all this ... well not exactly a problem ... but it was going to lead to one.

Alex and Diane's place only had two bedrooms ... so ok, what's the problem ... one room for Alex and Diane and the other for Tony you say ... yes well that's fine. Only at times Alex had a big snoring problem and when he snored he really snored. Diane would take refuge in the other bedroom away from the noise, but now Tony was occupying that room and as it would happen Alex's snoring started that night.

Diane nudged him, pushed and punched him. For a moment or two this seemed to work only for him to start over again ... no matter what she did she could not stop his snoring. "Errrrrrr" she said and punched her pillow in sheer frustration, pulling it over her head "Zzzzzz" "Zzzzzz". Unrelenting, the noise continued on and on.

Frustration and anger starting to show as she hurled the pillow across the room "Grrrrrrr" she screamed.

She got from bed, picked up the pillow and set off down the hall. She'd pick up a blanket and sleep on the settee in the lounge, a little uncomfortable, maybe, but anything was better than trying to sleep next to that ... to that, she couldn't think of anything near well enough to describe it.

As she reached for a blanket Tony came from his room.

"God what the hell's that noise" he asked

"That's you pal Alex, my husband ... it's one thing he does well ... snore"

"God is he like this every night?" he asked

"Most"

"How the hell do you get any sleep with that racket going on?"

Diane gave a little chuckle. "Well normally I use the spare bedroom and shut the door ... but as you are now our guest at present ... I'm going to use the settee in the lounge"

"God you can't use that ... you'll never get a restful sleep ... here give me the pillow and blanket I'll sleep on the settee"

"Oh no ... you're the guest ... and besides you have put a little bit of beef on around the middle" she said smiling and giving his belly a friendly pat.

"I can sleep anywhere ... come on give me the blankets, that bed is much more comfortable for you ... go on"

But Diane was adamant ... he was the guest ... he gets the bed.

"Oh god this is stupid ... I'll not rest easy knowing you're trying to doss down on that settee"

"I'll be fine ... you'll see"

Tony hesitated for a moment, trying to think of the right way to put this

"Er ... may I make another suggestion ... er that bed is big enough for two" he held up his hands before she could protest his proposal. "You take the left side and I'll take the right ... there's plenty of gap between us and I promise no funny business ... I won't take advantage of you ... as long as you promise not to take advantage of me" he said with a cheeky smile.

"No we couldn't ... what will people think ... me sleeping in another man's bed?"

"I'm not going to say anything ... are you?"

Diane looked longingly at the soft mattress; it was a better option to that hard settee.

"And if Alex wakes up and finds me in bed with you ... door closed?"

"I think you'll be well awake before he is ... just take your blanket and pillow and spend the last hour or so on the settee ... he'll think you've been there all night"

"Just keep well to your side ... hear me" she said.

With palms turned upward "Hey trust me ... you won't know I'm there ... if I'm awake first I'll give you a shake ... hey you don't snore do you?" he added smiling.

She gave him a dig and returning the smile said "No ... no I don't"

Diane lay on her side, facing away from Tony, she felt the bed compress as Tony lay beside her, likewise on his side facing away from Diane. There was an awkward silence, each in their own thoughts ... for Diane it certainly beat that uncomfortable couch. Knowing Tony was so close to her had her mind racing, she was having "what if" thoughts. What if Tony made a move on her, what would be her reaction? Not having had any sexual contact for so long, having a another man beside her in bed she was thinking what it would be like if Tony was touching her, his hands running over her body, Tony kissing her and then ... and then ... oh god no not that ... would he? Would she let it happen? Her mind was running riot, the thoughts coming at her like a torrent of water, thoughts of Tony inside her ... oh god no ... no, trying to shake such thoughts from her now active mind

Tony was having a struggle with his own thoughts. Diane's warm body so close to his, had his mind working overtime. The more he tried to rid himself of such thoughts the worse it got. The bed shook a little as he tried to make himself more comfortable ... he was becoming restless.

Diane's thoughts continued ... perhaps a little risqué ... but hey they were just thoughts and after all nothing was going to happen ... but like Tony she enjoyed the thoughts and was somewhat unwilling to just quickly discard them.

Tony's thoughts and Diane's body so close was getting to him, he had an erection on that was hard and big ... the likes he'd never had in a long while. He rolled on his back, staring at the ceiling, his hand covered his erection "Oh god ... how he'd love to fuck Diane right now and here she was right next to him, he just had to reach out for her" he thought to himself. He could imagine himself inside her, warm, wet and wrapped tight around the shaft as he slid it in and out. This thing wasn't going to go away and as long as he had it he couldn't go to sleep. He listened to her gentle breathing next to him. He turned on his other side, now facing her back. The time ticked by, his frustration grew. He shuffled a little nearer to her and could feel the radiant heat from her body, the fragrant smell of her perfume ... god she smelt good.

He had to do something ... he knew what he'd do, reach out to her, put his arm around her waist. If she suddenly woke up or protested he'd pretend he'd been asleep and must have instinctively reached out thinking it was his wife Beth, apologize and hopefully all would be well. He did just that, arm around her waist and snuggled up close. He felt her body stiffen and then relax, saying nothing, just continual gentle breathing.

She was awake he thought ... she'd felt his arm around her waist but still said nothing, she was playing the pretend game also.

Diane's naughty thoughts continued to harass her ... try as she might those erotic thoughts would not go away ... she was almost willing Tony to do something to her. It wasn't as if she'd had thoughts about him in the past ... why now she wondered? When his arm went around her waist she almost yelled out ... it took a moment for her to work out if it was real or just her imagination ... but she soon realized it was real enough. Lie still and pretend to be asleep ... see what happens.

Tony lay close to her, his arm around her waist, breathing in her scent, her body ... next move.

Slowly his hand stroked her stomach ... god that felt good ... and she wasn't protesting. He moved his hand up, touching her breast ... warm firm breasts ... now cupping one of them and still no protest ... finger and thumb tweaking and twirling the nipple ... it was hard and he heard a soft murmur come from her. Surely she must be aware of his actions.

Diane felt Tony's hand on her stomach as he slowly stroked it. It gave her a delightful shudder. Oh god I've got to stop this and stop it right now. She was about to protest when his hand cupped her breast ... another delightful shudder ... oh god ... oh god what am I doing. She said to herself ... her nipples now standing up hard.

Well so far so good, thought Tony ... might as well go for gold. His hand was now under her nightdress, working up her thigh, the feel of her warm soft flesh almost unbearable making his cock throb even harder

Diane rolled on to her back and parted her legs slightly ... no words were spoken ... no words were needed. He felt her course pubic hair, his finger tracing the slit that vanished between her legs ... following it he found her entrance pushing his finger inside it. She gasped and arched her back a little. Her pussy was warm and wet, he knew she was ready for him, eager to have him ... so far she'd made no resistance to his advances ... she was ready to be taken.

"Oh god ... oh my god" she sighed. What am I doing? What am I doing here? She asked herself and all the time Tony's finger continued to delve inside her warm wet pussy. She knew only too well what she was doing. One half was saying. This is all wrong ... whilst the other was saying go on ... go on you deserve it. Oh she'd been lost in her own thoughts from time to time ... had here own dreams and fantasies, having men other than Alex, but they were just that, dreams and fantasies. She knew she wasn't the only one who had them. She was sure Alex must have had his own fantasies about other women, but that did not mean he actually carried them out. Now she was in bed with a long lost friend and this was no dream and no fantasy ... it was real and she was enjoying it ... guilt? Well there was no time for guilt; she'd feel guilty later.

Tony jostled and twisted as he pulled and tugged to get his boxer shorts off. He always wore boxers and t-shirt at nighttime ... he wanted to be free of them ... wanted to feel her warm flesh against his flesh. She was his ... there would be no stopping him now, she wanted it and he was only too willing to give it to her.

As Tony jostled and fought to get out of his shorts, Diane could sense and feel an urgency in Tony. She knew the time had come; there was no reverse and no stopping. She pulled the hem of her nightdress up around her waist and spread her legs apart. She was ready for him.

Tony now free of his shorts he climbed on top of her, god he was heavy. He pushed her legs even further apart. Now everything happened so fast, she felt his hard cock briefly brush her thigh, then against her slit and now it was being thrust inside her.

"Oh—my—god" she gasped; as Tony's hard cock opened her up. His whole weight bearing down on her, his ass already humping between her legs, pushing and thrusting deep inside her. Hump ... hump ... hump.

"Oh god ... oh my god" was all she could say.

"You alright ... you ok love ... I'm not hurting you am I?" he asked

"No ... no ... I'm fine, I really am" she replied, giving him a reassuring smile.

Their faces and mouths were close, Diane could feel Tony's hot breath, and then his lips were upon her lips, kissing her with passion and lust, pushing his tongue inside her mouth. At first she did not respond resisting the kiss and suddenly the same passion and lust that filled Tony filled Diane and she returned the kiss with just as much passion and lust. She wanted to scream, wanted to shout but to do so might wake Alex and all the while Tony's ass continued to rise and fall and his cock continued to thrust inside her. Then she felt something she'd not felt in a long while ... an orgasm ... she was cuming and it felt oh so good as the feeling rippled through her body.