"Well, I might as well go and get this over with," Emma thought with resignation as she rinsed out her coffee cup and placed it in the dishwasher. It was time for her annual pilgrimage to her OB/GYN.

She shuddered as she thought about how embarrassed and uncomfortable she would soon feel. With nothing but one of those drafty paper gowns over her, her doctor would spread her legs wide, placing her feet in those cold, uncomfortable stirrups, and then proceed to poke and prod her most intimate areas. She had considered changing to a female doctor, but had decided that a woman exploring her 'down there' would be even more uncomfortable.

Emma took one last look around her kitchen, making sure everything was cleaned up and put away. She hated coming home to a dirty kitchen. Then pausing to look at herself in the hall mirror, she studied the face and figure that looked back at her.

At forty years of age, Emma was worried. She no longer saw the youthful eyes staring back at her that she had once seen. All her life people had been attracted to her beauty, which she had just taken for granted. Now, the slight wrinkles around her eyes and mouth, reminded her that the beauty that had made her life easier before, was slowly slipping away. Where had the time gone?

"Growing old is the pits!" she thought to herself.

Grabbing her keys and her pocketbook, she suddenly remembered she needed to drop off some items at her friend Terri's house for the benefit auction on Saturday. Looking at the clock on the wall, Emma tried to decide if she had enough time to run by Terri's before she had to be at the Doctor's office.

"I think I can do it and still make my appointment on time. Just as long as we don't get started talking," Emma thought as she put the car in gear.

Emma had met Terri and her husband, Paul, at a neighborhood cookout some three years ago. And while their husbands were casual neighborhood acquaintances, Emma had quickly became friends with the outgoing and vivacious brunette. She appreciated Terri's humor, and the way she always seemed to laugh at herself. Emma thought Terri had been hilariously straightforward about the fact that her perfect 'C' cup breasts had been a birthday present from Paul. And no matter how serious their discussions became, Terri never seemed to take herself seriously.

As they got to know one another better, Terri had encouraged Emma to join her in working out two mornings a week at the local gym. She had been surprised at how good it made her feel. They also enjoyed walking while they talked and tried to take regular walks through the neighborhood together each week. But what Emma liked most about Terri was her forthright manner. You seemed to always know where you stood with her. There were no pretenses with Terri. If she said it, she meant it.

Emma pulled into the driveway moments later, and noticed both cars were still in the garage. "I guess Paul hasn't left for work yet," she thought. "That's good. Maybe I won't get tied up talking and miss my doctor's appointment."

She knocked once on the back door of her friend's house, and then walked on in as she usually did.

"It's me," she announced softly, in case Paul was on the phone. She knew he worked from home sometimes, and didn't want to disturb him.

When she reached the kitchen, there was no sign of Terri or Paul. Assuming that Paul was in his study on the phone, she headed up the stairs to find Terri. "She's probably up in her bedroom and didn't hear me," Emma thought.

Emma was half-way up the stairs when she heard Paul groan. She froze as she listened intently. Did she really hear that? Then just seconds later, "Oo-o-o! I just love it when you work from home, baby," she heard Terri coo sexily.

Mounting another step, her eyes could now see the second floor hallway and the open bedroom door mere feet away. Taking one more step up brought her eyes up to a level where she could now see her two friends naked and intertwined on the bed.

"Ohmygod!" Emma thought, as she stood poised on the step, ready to turn and run. "I think I'd better come back another time." But she just couldn't tear her eyes away from the sight in front of her. She found herself becoming captivated by what she was seeing.

Emma had never really noticed Paul before. But as she stood there, riveted by the site in front of her, she realized that he had a very masculine body. His broad shoulders, and strong hairy chest, with well-defined abs were a pleasure to look at.

"Damn, Paul's really sexy," she thought.

The alarm bells were ringing in Emma's head, telling her just to back quietly down the stairs before she was discovered. But her latent voyeurism, began to surface, causing her to ignore the mental warnings.

Terri, with her long dark hair hanging down over her face and pooling onto his abdomen, was obviously hot and heavy into giving Paul an oral workout, and the scene brought back a long forgotten memory from Emma's college days.

Her roommate at the time, was a bit of a slut. Late one night, Robin had returned to their dorm room, high as a kite, and with a cute guy in tow. They were reeking with the smell of pot.

When they started to undress right there in front of her, Emma realized that they had assumed she was asleep. Emma started to say something, but just stopped as she saw the handsome young man slide out of his tightie-whitie's.

It was only the second male cock she had ever seen. She lay very still as she watched in amazement, the ease and comfort that her roommate seemed to have, as she knelt and took his hard cock into her mouth. Emma was surprised to see that Robin was actually touching herself, bringing herself to her own organism as the boy exploded all over her face and tits. Emma still remembered the feelings that flooded her as she had rubbed her own swollen, throbbing pussy while she watched them, awestruck.

That had happened three more times, before they graduated, and Emma had masturbated herself to a glorious organism every time. It's funny, but she had never considered joining them, or even telling her roommate she had watched. It had once crossed her mind she should tell Robin thank you, for all the pleasure they had given her, but she had never gotten the courage to mention it. She had long ago pushed those memories to the back of her mind.

Now, those memories came flooding back and she found herself with the fingers of her left hand, gently fondling her breast and nipple through her blouse. Raising the wrap-around skirt she had worn to easily get in and out of at the doctor's office to her waist, she reached inside her panties, fondling her aching, moist pussy as she watched Terri, who was kneeling between Paul's spread legs, as she continued to work her oral magic on his erection.

"The doctor sure did a good job on her tits," Emma thought as she looked at the large firm breasts with their dark red nipples, beneath her friend's kneeling form. "But her ass is not as cute as mine!"

Emma knew that she had a fine ass. Adam was constantly telling her so. And he was always asking her to fuck it. "Maybe ... one day," she thought becoming even more aroused as she watched Paul building to an impending explosion as Terri continued to suck his cock.

Without realizing it, Emma found herself standing at the open door. Her blouse was unbuttoned, and her breasts hanging out of the lacy cups of her bra, as she was squeezed and pinched her own nipples. She could make out more of Paul's tight abs and his flat stomach now, and a sexy shiver coursed through her at the sight of his chiseled body, and the slight sheen of perspiration glistening on Terri and Paul's bodies.