Diddling Again With My Friend

My friend got back from her latest business trip 2 days ago. Last night she came by to see me. She told me about her time alone in various hotels in various towns. In order to beat the boredom and ease the stress she masturbates a lot when on the road. This time she had to visit 5 different places within two weeks. She made it a point to masturbate in all five places including all of her hotel rooms, the bathroom of a conference center, her rental car and the pool in the hotel. Two of the hotels had cable and she could get some good adult movies which enhanced her sessions. I told her about my break up with the man I was seeing and about a few good sessions I'd had on my own since our break up. After our catching up she asked me to take off all my clothes. I started to do so when she said, no, not here in the living room - we are going to the bedroom this time. I was nervous but excited. She told me to take off my clothes and lay on the bed. I did as she asked. She was still fully dressed. I felt a bit awkward just laying there naked with her staring at me. Then she said, masturbate for me. I figured I'd do it better if I closed my eyes and concentrated so I shut my eyes and turned my head to the side and laying on my back I spread my lips with one hand and put the tip of my pointer finger of the other hand inside the lips and started to play. She made no sound, she just watched me do this for a long time, just standing over me. I finally glanced up at her and she was still standing there, fully dressed, and she said, please don't stop, keep playing. This time I left my eyes open and started to move my finger again. She opened my drawer and pulled out a vibe. She knelt on her knees at the side of the bed as I was laying across it sideways and told me to scoot down. I did as she asked and her face was now inches from my hand playing inside my lips. She took the vibe and slid it into me slowly. Then she turned it on low. She started pumping it and I started moving my finger a little faster. As she pumped she suddenly moved my hand away. She got down close and started licking inside my slit. OHHHHHHHHHHHHHHHHHHH, she does that so good. I told her to slow down but she didn't listen. She pumped me faster and kept on sucking and I lost all control. I tensed my legs tight and came hard. She stood up and said, now it's my turn. She started to undress and I just stared at her still in the afterglow of an incredible orgasm. She stood before me completely naked then hopped onto the bed next to me. I rolled onto my side to look at her. She started rubbing her nipples until they were perky and hard. Then she slid down her belly and with two fingers she started to stroke up and down her slit. She slid the fingers down and up, down and up and then down again slipping them into herself. She pumped herself a few times then slid her fingers back up and started stimulating her clit. She was rubbing right on top of her clit with both fingers and moaning and sighing. It looked so good. Then she said, my vibe is in my bag, right there in the corner, go get it. I retrieved the vibe and held it there sitting next to her. She said, come on, you know what to do. I got on the floor on my knees between her legs and slowly slid the vibe into her. She groaned loudly. Pump me she said. I started to pump her slowly and then turned the vibe on to about medium. I could feel her tense. I saw her fingers going faster and she was moaning again. Then she moved her hand from her clit and in one sweep grabbed me by the hair and shoved my face between her legs. I was a little surprised and overwhelmed. At first I just sat motionless though still pumping the vibe. Lick me she said. I'd never done this before. I wasn't sure if I wanted to. She thrust her hips up to me and pushed my head down and my mouth touched her lips. I started to kiss there and she reached down and spread her lips. Lick she said, come on you can do it. Lick and suck she told me. I was so involved in attempting this that I stopped pumping the vibe. I started to do what she said and prayed I was doing it right. I guess it was ok cause she started to moan very loud again. She reached down and began pumping the vibe herself and told me to suck on her clit. I did and she lost all control. She was panting and she stopped pumping the vibe she just shoved it into her. Finally she said, it's ok, you can stop. She let out a big chuckle and said, really, you can stop now. I did stop and looked up at her and we both laughed. She said, that was real good. I moved her hand and pulled the vibe out of her myself. Then she said something very surprising to me. She said she hadn't been with a guy in a long time and missed the real thing. She said she'd told her male friend about us and he wanted to join us. This was a bit much for me. I was starting to get nervous. She said, he's home now, probably jerking off knowing I was coming here and I told him if you agreed I'd call him to come over. I said, right now! She said, yes, he's eagerly awaiting my call. She spent about 20 minutes convincing me that he would use condoms and it would all just be for fun. I finally agreed figuring you only live once. I told her I was concerned about him knowing where I live. She said he's harmless and a good friend who hasn't had a woman in months and is very horny. So she placed the call. We each put on one of my robes and about a 1/2 hour later he rang the bell. She answered and let him in and introduced us. He was very cute. She told me he had about a 7' dick so he told her, she had not seen for herself. She broke the ice by asking him, so did you jerk it knowing we were here together. He said, I sure did, but I'm eagerly awaiting playing with you. She offered him a drink which he refused. He wanted to get down to business. She said follow me and headed to my room. We both followed. She took off her robe and let it slip to the floor and she laid back down on my bed completely naked. She started to rub her tits and her stomach and then slid her hand over her mound. She asked me to come lay next to her. I did with my robe still on. She opened my robe and told me to masturbate. I felt a little funny and hesitated. She said, come on, you know you like it girl. I could see the bulge in his pants as he stood there watching us. She pushed me to sit me up and pulled off my robe then pushed me back down on my back. She said, now play. She laid on her back too and started to rub her clit with both fingers. I made little circles on mine with one finger. He stood in mesmerized just watching but I could see he had a full erection. He ran his hand over his bulge a few times, then undid his fly and his buttons and let his pants drop to the floor. He took off his underwear and next his shirt and stood there naked before us, aside from socks. He immediately started to stroke his dick. Watching him stroke was turning me on and I started to circle my clit faster and faster. Finally he said, who is first. I didn't answer. She said, I'll be first. He fumbled for his pants and pulled condoms out of his pocket. He muttered something about how he should have taken them out prior. Watching him put on the condom got me very excited for some reason. He walked over to her and grabbed her legs and lifted them off the bed. He held them up high over her head and watched a few minutes as she continued to finger herself. Watching this got me so excited. The I saw him enter her. OHHHHHH that really got me. I could not believe I was watching this live, watching him screw her hard, watching her finger her clit while I lay right next to them fingering mine. He did have a nice thick 7' dick and he certainly seemed to be pleasing her with it. He pumped her hard and then placed her legs on his shoulders and leaned down on the bed with his hands. I knew this was it, he was going to really give it to her. He started pumping her furiously and she was grunting and he was grunting and groaning. She was playing with her clit hard now and she yelled, I'm cumming. She exploded which sent him over the edge. He said he was cumming and thrust deep into her. He held still as he came and then pumped her hard a few more times. Then he pulled out. He looked over at me just as my orgasm hit. I couldn't control it, I didn't care that a stranger was watching me cum. It was too exciting. As I came he let her feet drop back down onto the bed and she lay there on her back just panting. He collapsed onto the bed on top of her. They both turned and watched me finish cumming. He looked at me and said, you're next. By this point we'd each had 2 orgasms. Him at home alone and just then. Us with each other and again then. I was satisfied and didn't really want to do anything more with him. But they had other ideas. The 3 of us lay there talking for a little bit when he asked her to blow him. She started to give him a blow job and I just watched with my face only a about a foot away. He enjoyed this for a while and then said to her, now it's your friend's turn. I got a little nervous but just laid there. Being she was on her knees she reached over and grabbed a condom and put it on him. Then she told him, take her from behind. Before I realized it, he rolled over and flipped me onto my belly. He mounted me from behind, lifted my hips up so I was on my knees and then I felt his dick plunge into me. He was a strong thruster and I knew he'd just come twice so I was going to get pumped for a long while. I also knew I couldn't get to my clit and I wasn't going to orgasm this way. I resigned myself that he was going to get his jollies and yes it was pleasurable being pumped. My friend realized I wasn't going to cum that way and decided to help things along. She grabbed a vibe, turned it on high and laid down next to us, reached under me and placed it on my clit. She moved it over my clit for me in circles. This must have excited him cause he started to pump harder and faster and I had all to do to hang on. I felt one hard thrust and then he was still. He was cumming. He pulled out and fell to the bed in a heap. I lay flat on my belly trapping the vibe under me. I told her to stop, it was ok and she let go of the vibe. I rolled over and grabbed it and turned it off. I didn't cum again but I was ok with it. We all laid there making small talk and laughing for a good 45 minutes. Then we decided to order a pizza so we dressed, had some pizza and watched a dvd. They left together saying they were going to grab some drinks and I stayed home and went to bed. As I laid in bed, I thought about all I'd done in that bed just a few hours earlier. I drifted off to sleep and slept so soundly and satisfied.