She Said She Wanted Me to Make Her Cum

My wife is an ER Dr. who has been on call when not working her rotating 12 hour shifts during the pandemic. At the end of a trip to Southern California in January, where we stayed at her friend Catherine’s elderly parent’s home, Catherine followed me into the bathroom early one morning when I was going to shower and wanted to soap me and have me stroke myself and cum in front of her. She did and I did. Once when my wife was working, Catherine told me she hasn’t had any type of sex with her husband who suffers from a degenerative back. She has sexual desires but doesn’t want to only use a vibrator or finger herself. She wants to be touched and felt. She said she really enjoyed watching me get off. Two weeks ago, Catherine came home from visiting her elderly parents in Sothern California. She and my wife resumed their daily hiking. On this particular day, I didn’t go. I wanted to clean the pool and wash out the filter system. My wife and Catherine returned late morning. It was going to be a warm 88degree day and they had decided to swim and lounge by the pool. The pool temp was already 76 degrees. After a making snacks, they changed into swim suits and sat by the pool. The lowest level of our home has a small studio type apartment that looks out onto the pool. It is used as a changing area with a bathroom, shower, couch and book shelves. It is quite secluded. Catherine changed there and went to the pool where my wife was sitting. My wife changed into her suit in the house. The studio also stores air inflated pool lounges and tubes. While filling the lounges with air, I saw Catherine’s shorts, bra and panties hanging in the bathroom. She is attractive and 5’9”. Her bra said 38B. I imagined myself watching her taking them off. In a previous story, I described her breasts as soft and slightly sagging. She is in her mid 50’s, 10 years younger than my wife and has nearly the same physical features. My wife is also 5’9” with nice soft slightly sagging tits. They both look younger than their age. They could pass for sisters. When I took the pool items out, my wife and Catherine were already in the pool. Both of their suits were clinging to their breasts, nipples were erect and pointing out. Their suits were made of thin material but not transparent. I was checking them out. I watched as both of their breasts bobbed up and down as they moved in the pool. My dick was growing. They slowly swam the length of the pool several times while talking. When they got out of the pool, they sat on chase lounges next to each other and across from me. Their suits clung to their bodies. Their suits formed tightly between their legs, revealing the outline of their outer pussy lips. Catherine’s lips were larger than my wife’s, more prominent and protruding. It was bigger than my wife’s. I couldn’t keep my eyes off of both pussies as well as their mature tits.. My sunglasses were hiding exactly where I looked. I was aroused like a young guy and throbbing. When my cock calmed down a little, I got up and said I was going into the house to get a drink. I went up to the master bedroom which overlooks the pool from the 3rd story and slowly stroked myself while I was looking at them. Oh I was hard. To my surprise they both got back in the pool and began hugging. They didn’t kiss but held each other closely.  Over the last year I have thought my wife has been spending more time doing things with Catherine than with me. My sex drive is much greater than hers. I masturbate 4 or 5 times per week. I make overtures but get nowhere except about once every 3 weeks. She says she’s just not feeling it. I figured it was hormones and age related. Now I wondered if she was enjoying a different feel with Catherine? It turned me on to watch and wonder. How long has this been going on? Will my wife’s desire turn on like it used to a few years ago? Their embrace lasted a few brief moments. While they embraced, my wife’s phone rang interrupting them. She got out of the pool and answered the phone and then started towards the house. Catherine stayed at the pool. I quickly put my dick back in my shorts and sat down to hide my hardon. She was called to the hospital. She showered, dressed and was off to work. She said goodbye to Catherine and told her they would talk tomorrow. I immediately remembered January in her parent’s house. My heart began to pound. I went to the pool and got in the water. I was wearing board shorts that didn’t have a liner. While we spoke, I put my hand under the water and stroked myself once. She watched me. I was getting hard. She smiled and also got in the water. I went to her and put my arms around her. I moved my hands down her back and on her ass rubbing it as I pulled her to me. She placed her hand on my hard cock. I moved up and down as I rubbed myself on her mound. I wanted to penetrate her. After a few up and down rubs,  I said let’s go in the basement.   I grabbed a couple of towels to dry off. I dried her legs from her ankles and slowly moved up. I stopped just below her pussy without touching it. I dried both legs like this, slowly and gently massaging as I went up and down. I stood up, pulled her suit down and fondled her breasts and kissed her. She pulled down my shorts exposing me. She held my hard cock. I cupped her tits, soft and sagging but so exciting. She pulled her suit off and said she wanted me to make her cum. I squatted down and began rubbing her legs up and down. Her pussy was shaved clean. Her pussy lips were swollen protruding and waiting for my mouth. I gently pulled on them with my lips.I sucked them in and out of my mouth. She held my head against her pussy and moaned. I massaged her clit with her juices. I slowly put one finger in her and then a second. She kept moaning and wanted to lay down. As I fingered her from her side, she put me in her mouth and stroked me until I came. She swallowed which my wife never has. She was so horny she kept stroking me faster and faster in her mouth as I brought her to orgasm. She convulsed and clamped my hand with her legs. We were both out of breath. Catherine stared at me and said she needs much more. She said she hadn’t had an orgasm with her husband in three years.  I asked her about the hug she had with my wife. She said she needed physical contact. Nothing sexual. They have only caresssed She said she likes the feeling my wife gives her. They connect in so many ways. She also said she still wants to watch me jerk-off and come. I said OK . We rested, put our suits back on and went back to the pool and relaxed. She said she could go again but would wait until the next time we would get together. I jerked off that night before my wife came home and again the next morning with Catherine clearly on my mind.