Bryson and I had been room-mates since our undergrad days. It started off as a random assignment in the dorm lottery, but it worked so well that when it came time to move off-campus, it made sense to lease a house together. We had been lab partners in lower division studies, research partners in graduate work, and now having both been recruited by the same biotech start-up, we found ourselves sharing a lab once again. Over the course of several years, Bryson and I became good friends, almost like brothers. Kinda hard not to when you spend almost every conscious moment together.

So it was probably normal to wonder what would change when Alley joined the research project.

She came on-line about 3 months ago. Since I had poured so much personal time and effort into this project, it would not have been unusual for me to be skeptical about her – or anyone’s – ability to meaningfully contribute. Bryson later said he felt the same, almost even feeling territorial about the work we had done. But to be honest, her research abilities never crossed my mind when the administrator introduced her… the badge on her lab coat may have said ‘Dr.’, but the way she filled it out was shouting ‘woman’. And I was listening. Alley set aside my professional concerns pretty quickly.

Within a week she was up to speed on the project, and within another week she was making a real difference. It was a good match – Bryson is very hands-on, I’m very theoretical, and Alley is enough of both to be able to help make things move forward. Within a month we were a solid team, working together in the lab, and having fun.

Yes, definitely having fun. That was an element that Alley contributed all on her own. With a musical laugh, a mischievous personality, and a teasing playfulness, we definitely had more fun in the lab. She had made it very clear at the beginning that she would not be getting involved with anyone she worked with – something about keeping her fantasy life and her real life well separated. But that never kept her from displaying her femininity… or us from noticing it. For one thing, she almost never wears a bra.

It’s fairly obvious, even through a lab coat, that she doesn’t need to, but I don’t think that’s the whole reason. I think she really enjoys being a little bit of a tease, a little bit of a exhibitionist, and if Bryson or I happened to be faced with a panorama of cleavage while she leaned over to study the latest computer run, well, that seemed to be all right with Alley. If her lab-coat fell open and uncovered her long tanned legs to view, she didn’t seem to mind us viewing.  And it was always a treat to be in the clean-room with her, where the chilled air encouraged her nipples to harden under my eager gaze.

At first, Bryson and I tried to keep things professional in the lab. Sure, we’d have a good laugh at home about the idea of peeking down her blouse like schoolboys. And I’m sure each of us was fantasizing about just exactly what was under that lab coat, and what we would do it she were to share it with one or the other of us. I know I was – I had some full-on raging Technicolor fantasies, with Alley as the star. But as fun as it was to daydream while gazing at a beautiful woman across the room, none of that seemed like it was ever going to go anywhere.

Until Bryson made the connection.

Bryson had discovered a sex story site one day while surfing the net, and showed some of the stories to me. Some of them were pretty bizarre, but there was one author that I liked. In fact, more than once I found myself quietly printing out a copy of one of her stories, and heading off to the men’s room to read through a favorite passage one-handed. I suspect Bryson was doing the same. Hell, how could any man not be lit up by those stories? It became almost a daily ritual to scan the newsgroup to see if there was a new offering from “A…“.

It never occurred to us that Alley-on-the-net might be Alley-from-work until “Alley’s Overture” hit the wire. Bryson brought it home, and with a big grin on his face read it out loud: very blond (check) 5’9″, about 120, pretty slim (check) straight hair, hangs to just above her breasts (check) half-cantaloupe size tits (check) nipples long and hard, with sort of a squared-off end (check, check – hey, I’ve studied those for hours at a time). 

All the way through the whole post, the author’s self-description confirmed what we could see, and fleshed out my fantasies of what I couldn’t see. With an incredulous laugh, Bryson said “so that’s what she does in her spare time!”

Of course, confirming it might be touchy. Does one just come out and ask, “are you the one who’s writing those stories I beat off to every day”? No, something about that doesn’t seem right. Neither one of us really ever had the nerve to broach the subject directly, but eventually we managed to drop enough hints and load enough questions with innuendo, she came right out and asked if we had seen her stories.

And she was really interested in talking about them. In hindsight it shouldn’t have been a surprise. Those wonderfully erotic images could not have come from a woman who was not in touch with her own desires. She was fascinated by the fact that her words on a screen had resulted in real live throbbing hard-ons. She was interested in knowing which scenarios and descriptions had turned each of us on. And through the conversation something was happening that was almost like watching a butterfly emerge from a cocoon… before our eyes her professional veneer peeled away, leaving anunobstructed view into the very blue eyes of a very exciting woman. And as she described her thoughts, her fantasies, her deepest desires, it became clear she was excited, too.

Things changed in our lab. Subtly, but definitely. The playfulness was still there, the teasing was still there. Perhaps it was just more out in the open. Pressing against each other in the lab was no longer so innocent – it seemed as though she were consciously and deliciously pressing herself against one or the other of us, part of her teasing, yet another part of her stoking her own arousal with the knowledge of ours. Our minds were still focused on our project goals, but our bodies were acutely aware of the sexual tension that lingered in the room, the promise of pleasure left unfulfilled

I also noticed that Alley’s style of dress went through some subtle changes. No longer simply casual, yet not outwardly provocative, her attire was inviting and revealing in a soft and seductive way. Her lab coat was almost never buttoned any longer, and the skirts and blouses she wore beneath seemed deliberately chosen to display her charms. Wrap-around skirts that flew open as she walked, exposing a long lovely expanse of leg; a hint of white lace in the v-neck of a sweater, delicately framing her slender neck and accentuating the swell of her breasts.

One day she wore a simple scoop-neck white blouse that seemed molded to those wonderful mounds, and as she walked by the pale skin surrounding her cleavage danced and jiggled in an almost irresistible way. I had to fight not to grab her around the waist and bury my head in her bosom and inhale her.

Oh, and the topics she chose to talk about…

I suspect that if we had asked her some of the questions we got, she’d have grounds for a sexual harassment complaint. But she seemed to enjoy watching us squirm when she asked what things we like to have women do, or what it felt like to come in a woman’s mouth. She asked which of her stories we liked, and why. She asked if either of us had ever had a group experience, or if the two of us had ever shared a woman. Mostly, it seemed that she wanted to know what it felt like to be a man, and what it felt like to make love to a woman.

She never quite got around to saying that the no-coworkers rule had been rescinded, but when Bryson asked her if she would help him celebrate on his birthday, Alley smiled and said yes.

The silence from the other room pulled me out of my daydream. No more soft sounds wafting down the hallway, only the crackle of the logs in the fireplace. I wondered how long I had been lost in my thoughts.

Thinking that they had left, I wandered towards the living room… but stopped short when I realized that they were still on the couch, only silent now. They were sitting beside one another, he with his arm around her waist, both gazing contentedly at the fire. Alley had kicked her shoes off, and had her stockinged-feet on the coffee table, legs crossed at the ankles.

This was the first time I had seen Alley outside the lab, and I admit to being a little surprised yet again at the way she was dressed. I’m not sure what I expected, but this was neither the casual attire from work, nor the sexy dress she described (and I fantasized about) in ‘The Cocktail Table’. What I saw was a beautiful blonde woman in a simple calf-length cotton summer dress, the kind that buttons down the front. Modest V-neck, hint of lace here and there, hair up and off her neck, framing her face in a halo of golden highlights. Simple, yes, but God, what a vision. 

I hesitated to step out of the hallway. I didn’t want to interrupt, and instinctively I knew that my presence would break whatever mood was developing… and, I suppose, much as I wanted to be a part of things, this was, after all, to be their night, to be whatever they wanted it to be.

I almost turned to go back to my room… but as I started to back away, Bryson turned to say something, and when she looked up in response, it happened. I don’t know what it was, only Bryson saw it… but whatever he saw kept his words unsaid as he leaned down and pressed his lips gently against hers. Her chin lifted slightly as she stretched to meet his kiss. In the flickering light of the fire I could see their lips move, their mouths open as their tongues reached tentatively out towards one another.

Bryson drew away for a moment, and as Alley opened her eyes he met her look with a questioning expression. Her response, delivered with a smoky smile, was to reach up and capture Bryson in her arms, and draw him back to her lips. No words spoken, but volumes of communication passed through that gaze…  curiosity, concern, hesitant desire on his part… and smoldering arousal on hers.

I had never really seen anyone ‘make out’ before. Sure, I’d watched porno movies, but those never really have any seduction in them, just sex. Part of me wondered if they would take it ‘that far’, but then I recalled Alley’s no-coworkers rule, and decided that the kiss was as far as it was going to go. Still, here were a couple of people sharing their first kiss, a heart-achingly real and romantic moment, full of expressions of hope and desire. And unbeknownst to them, they were sharing it with me. While my mind wrestled with the tableau being painted before me in live, real-time action, I stood watching, unable to walk away

Bryson certainly didn’t need to be persuaded to continue, that much is for sure. I certainly would have done the same… heck, assume green light until told otherwise, right? He returned to her lips with enthusiasm, capturing her tongue in his mouth, nipping gently at her lips and throat with his teeth, drawing wet trails along her neck and shoulders with his lips. Every once in a while he would happen across a spot that Alley really seemed to enjoy, as evidenced by the little gasps of pleasure that escaped from her. I noticed that she really enjoyed when he kissed the little hollow just behind her ear, at the top of her neck.

I was aware, too, that his hands were no longer idle. One hand was around her waist, and didn’t have a lot of mobility, but the other was free to roam, and was beginning to exercise that freedom. At first he was caressing her cheek, cupping her face in his hands. Before too long his hand had migrated down her neck, pausing on her shoulder before dropping, oh-so-casually onto the upper slope of her breast. Oh, those breasts. The soft white swell rising above the edge of her neckline, hinting and promising at what was hidden beneath. 

I have to say, it was a very odd feeling, watching this. So many mixed emotions running through my head. I wanted to watch, silently, as this unfolded, careful not to change it by my presence. I also wanted to be a part of it. I wanted it to be me touching that glorious skin, kissing those soft lips, and more. I was happy for my room-mate, and jealous at the same time.  And excited. Oh, man, my blood was boiling and my cock was starting to rise in vicarious readiness. Lacking a way to resolve the conflict, I stood rooted in place, silently transfixed, participating without involvement.

As if with a mind of its own, Bryson’s hand continued, slowly moving, touching, caressing, until finally it fully covered the mound of her breast.  This, for guys, is the moment of truth: is she going to stop me? Is she going to ignore it? We never know, and it is always an achingly anxious moment. I have no idea how hard Bryson’s heart was beating right then… but mine was about jumping out of my chest with anticipation, and I was fully 6 feet away!  Slowly, oh so slowly, Alley responded in a most wonderfully affirmative way.  Her hand moved up from her side, gently touched Bryson’s hand, and then continued up to the top button on her dress, and languidly unbuttoned it!

Moving back to his hand, Alley stroked his fingers and gently moved them towards the new opening in the neckline of her dress. Then when it was clear that Bryson had found the opening, and had gotten the message, her hand embarked an exploration of its own, followed his arm to his shoulder, then down to his chest.

This seemed to electrify Bryson. With a soft cry of delight, he unbuttoned two or three more buttons at the top of Alley’s dress, enough to be able to slide his hand within, and touch the bare skin of her breast. From my vantage point, I could see his fingers molding and softly squeezing her tit, moving under the cloth to find and tease her nipple. At the same time, Alley was reaching down along his side, dropping to his waist, looking for a way under his rugby shirt. Things were visibly heating up, as each of them began breathing more audibly, and sighing with pleasure at each new discovery.

Bryson withdrew his hand, and began unbuttoning more buttons. When he had opened 4 or 5, he was able to open Alley’s dress to her waist, and began sliding it off her shoulder. I was surprised to see that she *had* worn a bra. Well, not really much of a bra. Silky and lacy, in a soft peach color, it really did more to display her breasts than to support them.

The demi-cups were filled to capacity with the warm, inviting swell of her tit-flesh, and her nipples were clearly visible poking through the open lace that rimmed each cup. As I watched, Bryson rolled the edge of one cup down a little, and grasping her nipple between his thumb and finger rolled it to full erectness.  Alley moaned at this intense stimulation, arching her back to press her tit fully into his hand.

Alley seemed really impatient to have her tits naked in Bryson’s hands, as both her hands rose to the valley of her cleavage, and popped the front latch of her bra. All of a sudden, the breasts that I had dreamed about were fully exposed to my view, less than two meters away. What a wonderful sight – firm and soft and glowing in the soft light of the fire, bouncing slightly with her movements, with her nipples fully extended and erect. Of course, my unobstructed view was short-lived, as Bryson pushed her bra-straps off her shoulders, then bent over to take one nipple between his lips as he gently twisted and pulled the other with his fingers.

I had to wonder what that felt like – for each of them. As I watched, Alley’s head lolled back on her neck and she began to breathe rapidly, so clearly she was enjoying Bryson’s fingers and tongue. And for Bryson, well, to have those prizes bare and warm under his touch and taste must have been heavenly. I watched as his hands roamed between them, molding and squeezing, stroking and caressing, all the while kissing and sucking and licking at Alley’s exposed tits and hard nipples.

This was clearly getting to Alley. As if shaking off a fog, she drew Bryson’s face to hers and began hungrily kissing him, sucking her tongue into her mouth as she sought out his nipples with her free hand. She found the bottom of his shirt and slid beneath it, moving her hand about until she alighted on first one nipple, then the other, mimicking what he was doing to hers, perhaps to illustrate the pleasure he was giving her.

Bryson once again broke the kiss and returned his mouth to her tits, and as he sucked her nipple between his lips he began to slide his hand lower, and slipping his hand over her flat tummy, along her sleek hips to the hem of her dress, reaching almost to where her delicate ankles were still crossed.  Slowly at first, then more determined as she showed no sign of resistance, Bryson worked the hem of her dress up past her knees, along her stockinged-thighs, finally dipping beneath the cloth to caress her legs.

I watched as his hand entered this cloth-shrouded cavern between her legs, first his fingers disappearing into the darkness, then his whole hand. When had reached halfway up her thighs, I heard him gasp and he drew away to look at her. She smiled, whispered something I couldn’t catch. I heard him sigh, and kiss her more recklessly as he started working at the remaining buttons of her dress.  It wasn’t until he had unfastened the last and laid her bare to his (and my) eyes, that I understood his gasp.

Under her simple dress, Alley had dressed to thrill. Matching her lacy peach bra was a pair of sheer silk panties, through which the texture of her pubic hair could be plainly seen. And circling the tops of her thighs were the lace borders of a pair of thigh-high stockings.  The gasp I heard was when Bryson reached the top of her hose and found the warm bare skin of Alley’s inner thigh, inviting his eager touch.

I don’t know what Bryson was thinking (or *if* Bryson was thinking), but I was hit with the full import of this unveiling. It meant that Alley was not only allowing Bryson to undress her, but that she had anticipated it when she dressed for the evening, and chose her underclothes to make it as exciting as possible for
him. I don’t know about most guys, but that’s a highly erotic concept for me… to know that the woman wants it as much as I do, and goes out of her way to make my heart race.

Of course, I had the luxury of time to think about such things. Bryson was busy. While nibbling on her neck and her breasts, his hands were roaming between the lace edge of her stockings and the elastic edge of her panties.  As she languidly uncrossed her legs and parted her thighs, I could see that the panties tapered away to only a thin string disappearing between the cheeks of her ass, and had a growing wet spot right at the center of the crotch.

Alley guided Bryson’s hand to her mound with one hand, while the other held his head against her breast. He caressed her pussy through the thin silk of her panties for a moment, pressing his finger into the vertical crease of her lips, rubbing the place where the wetness had begun to spread, tracing the bottom border to the edge of her ass cheeks, enjoying the tactile contrast between warm skin and cool silk. After a moment, he traced the edges with his fingers until he found a gap between her warm skin and the cloth covering it.

From my place in the darkness of the hallway, I could clearly see as his fingers dipped beneath the silk and brushed through the fine blonde hair adorning her mound. Stroking, caressing, probing, slowly yet urgently, I watched as the fingers, seemingly disembodied, reached lowed and lower until they dipped into the wet slit between her pussy lips.

Again, Alley seemed impatient to be naked under Bryson’s touch. She grabbed his wrist and pulled his hands out of her panties… but before he had a chance to react or protest, she arched her back to lift her hips off the couch, slid her panties down and off her legs, and kicked them away. Even in the dim light of the fire, I could see that her self-description was true – when excited, Alley’s cunt lips swell and separate, a very inviting (and exciting) sight.

Kissing Bryson deeply, she guided his hand back to the warm wetness of her pussy, and sighed with pleasure as he began to explore the excited core of her pleasure. She seemed to be paralyzed by the sensations he was providing, for other than her kiss she was momentarily passive.

I was transfixed by the sight of my best friend’s fingers exploring, and then disappearing into our lab partner’s pussy, and I was again struck by a sense of surreal conflict: Part of me was detached, as if watching an x-rated video, seeing an anonymous couple go at it for the camera. But it periodically occurred to me that there was no camera, and this was no anonymous couple. These were people that I knew well, that I saw daily in the cloak of everyday life, and they were making love to each other not 6 feet away from me. I was mesmerized by the view, every cell and membrane in my body was paying full attention to the scene before me, and yearning to be a part of it. My cock was so hard it ached, and I could feel a wet spot of my own, as my pre-come began to leak out of my hole in ready anticipation.

Bryson definitely knew what he was doing. Each of us had had girlfriends from time to time, and had talked about sex on a number of occasions, but I had no real concept of his ‘technique’, and seeing him strumming chords on her responsive body was fascinating. His fingers gently combed through the fine hair on her mound, and periodically dipped into the crease in her lips past the nubbin of her clit, eliciting a gasp each time.

Teasingly, he avoided her hotspot for several moments, then brushed directly over it, catching her by surprise. I could clearly see his fingers enter her pussy, parting the full lips and stroking the hot, wet flesh in search of the g-spot we had read so much about. I could see his finger glisten with her juices as he traced her lips, then gently spread them to expose her clit to his touch.

For her part, Alley’s breathing had been getting very ragged. Several times it seemed as though she were well on the way to coming, but each time Bryson backed away, stroking the skin of her thighs and ass as if to calm her. It was obvious that he knew just how to get her going, but also obvious that he wanted this to last for a while.

After the third time that he backed away, Alley broke their hungry kiss, opened her heavy-lidded blue eyes, and in a gasping voice said “Bryson, that feels so good, pleeeeeese don’t stop”.

Bryson grinned, and said “Alley, I’m just getting started. Why don’t you lie back and relax for a while”. With a gentle push, Bryson encouraged Alley to turn slightly and lean back. When she was done, she was laying on her back on the couch, one leg behind Bryson, the other still on the coffee table. What a sight! Even from six feet away, I drank in every detail, from her beautiful blue eyes turned smoky with excitement, to her delicate feet still covered in sheer hose. And in between lay one gorgeous and fully turned-on woman.  Breasts full and soft on her chest, nipples fully erect, sparse blonde hair framing pussy lips that were fully engorged and open and wet, just as she had described. Laid out across my field of view, I had new appreciation for just how well she was put together. Her firm breasts were the perfect counterpoint to a high, tight butt, perched wonderfully atop a pair of long and slender legs.

Still fully dressed, Bryson knelt on the couch between her smooth thighs and began to kiss his way down the length of her body. Taking time to suck each nipple lovingly between his lips, he traced a trail with his tongue down past her ribs, detouring briefly at her navel, then down some more. When he got to her crotch, he playfully started to tease her again… kissing her warm thighs, her stomach, licking along the edge of her pussy lips, but getting nowhere near her clit.

Alley was having none of that. She reached down and grabbed his head with her hands, and guided his face directly into her cunt. In case he was at all slow in taking the hint, she raised her hips off the couch a couple of times, rubbing her clit against the tip of his nose. “Lick me, Bryson”, she moaned, “taste mypussy, make me come”.

Bryson got the hint. Gently holding her lips apart with the fingers of one hand, he gently lowered the tip of his tongue to the very point of her clit, causing her to gasp with the intensity of the direct contact. As he began to lick and suck at her most tender flesh, a finger of his other hand probed between her full, wet cunt lips, seeking the g-spot at her core. I could definitely tell when he found it – her body went rigid as if with an electric shock, and then it seemed as if every part of her became more open.

Her mouth opened, her head tilted back as she began to pant, and her thighs spread a little wider, as if trying to draw Bryson and his insistent fingers farther into her body. Standing here,watching that, I was so into the scene that the fantasy of doing it and the reality of seeing it blended together. I wanted to touch her. I wanted to be causing those gasps and squeals of pleasure. I wanted to be licking her. I wanted to taste her juices as I probed her pussy with my tongue.

I wanted to taste her juices… then it struck me. She had kicked her panties off, they were probably around here somewhere. I glanced around, and saw that they lay in a crumpled heap, halfway between the coffee table and my place of concealment. Without really giving any conscious thought, I noticed that Alley’s eyes were closed, Bryson’s vision was blocked by the mound of the pussy he was busy eating, I crossed those three feet to retrieve the panties and quickly returned to the safety of the dark hall.

Once there, it didn’t seem like I was in control of my own actions. I could feel one hand loosen the string of my old sweatpants and begin to withdraw my hard cock, while the other hand brought Alley’s panties to my face. As I inhaled the scent of her pussy, I watched my best friend licking her and listened to her gasps of excitement and pleasure, and began to stroke my cock. Bryson was now stroking two fingers in an increasingly demanding rhythm, sawing in and out of her hot cunt as he licked her clit, pressing his fingers up so they grazed her g-spot on each out-stroke. Unconsciously I adopted the same rhythm as I stroked my own cock in the darkness. Under my steadily pumping fist, the pre-come that had leaked from the tip of my penis made slick, syrupy noises in sympathetic accompaniment to the sounds coming from the couch.

I could see Alley’s back arch as she pressed her mound against Bryson’s lips, impossibly yearning for still more stimulation. I watched as her legs rhythmically squeezed around his torso and then spread wide for his access.  When they weren’t being used to draw her knees up and apart, holding herself open for him, Alley’s hands were busy on her own tits, tweaking her nipples and squeezing the hot mounds, ratcheting her own pleasure higher.

I heard a low moan of pleasure from somewhere, a new sound full of passion and wanting and lust. In the heartbeat before I realized it was coming from me, I saw Alley’s head turn in my direction, her eyes slowly opening. Before I could withdraw into the shadows, she saw me… one hand holding her silk panties to my face, drinking in her aroma, the other hand stroking my cock in the same rhythm as the fingers penetrating her cunt, my eyes locked on her undulating body. As our eyes met, a look of surprise crossed her face, then an understanding smile…

Watching Alley come was like watching daybreak splash inexorably across the slopes of the rockies. It started in her toes, which curled and clenched with erotic tension. The soles of her feet arched, and I could see the muscles in her calves draw tight. By the time the wave of pleasure reached her thighs, her legs were trembling and quivering, the skin visibly vibrating in the amber firelight.

Her feet pressed down and her back arched, lifting her until only her feet and shoulders were still touching the couch. As Bryson continued to coax her higher, towards the peak she so desperately wanted, I could actually see a bright blush of excitement spread like a heat rash between her breasts, down across her abdomen and up towards her slender throat. As the her passion built, I could see the soft pads of her nipples bloom outward, as the squared-off points swelled and darkened. Her hands grasped at his head, clawing passionately through his hair, her straightened arms pushed her tits together into a bottomless valley of radiant pink flesh.

I realized, as I stood and watched from my now-revealed hiding place, that through the course of her orgasm Alley’s breathing had stopped. I think mine had, too. The only sound in the room was the muffled squish of Bryson’s fingers as they continued to plunge in and out of her soaking cunt. As the glow of her still-peaking orgasm rose further up her neck to her face, I could hear her begin to wail, almost like the whistle of an approaching train. The sound grew in pitch and intensity until the peak caught her, and then she exploded.

With a gasp, her hips thrust up and back, her ass-cheeks flexed and jiggled, as if rising to meet and impale herself on his hand. Her breath came in rhythmic grunts as the wave caught took control of her muscles, tossing her about in its fury. Bryson fought to keep his mouth on her cunt as it undulated and pulsed before him. I could see his cheeks pucker as he sucked directly on her clit, adding intensity to the avalanche of excitement that was coursing through every part of her body.

And through it all, her eyes were wide open, and locked on mine. I think that was the most exciting thing I’ve ever seen a woman do. It was as though, even while her body was writhing in the throes of uncontrollable wave of pleasure, she managed to keep her eyes open, gazing into mine, to consciously open herself up and share this most intimate and precious moment with me.

Then it was past. While Bryson amused himself by gently licking her thighs and rubbing his hands over the skin of her still-spasming butt, Alley gestured to me. “Come here”, she implored. At the fragile sound of her shaky voice, Bryson looked up and saw me. “How long have you been there?” he asked with laughter in his voice. More than a little embarrassed at being caught peeping – I shrugged and said nothing. “Come hold me”, she said again, and lifted her arms in my direction as she lay naked before me.

About that time I remembered that my pants were around my ankles, and my hard cock was poking out from the end of my motionless fist. Caught between a compelling desire to take her in my arms, and a embarrassed impulse to cover up and run, I stood motionless, as if rooted to the spot. Finally Alley, in a voice breathy but firm said “It turns me on to see how you guys work together in the lab. I was hoping you guys would… uh… work together with me.” Bryson said, “You’re already dressed for the party, you might as well join in.”

How could I say no to that? Without further thought or hesitation, I silently kicked the crumpled pants off my bare feet, and crossed the two paces to the couch. I sat on the end near her head, and as soon as I was settled she skootched herself up until her upper body was laying across my lap. As I took her in my arms, she said “I was hoping you would be here. It didn’t seem right to do this without you” and reached up to kiss me.

Wow, what lips. I met her open mouth with my own, brushing her tousled hair out of her face, cradling her head in my hands. I was instantly lost in the sensations… smell, taste, touch, all heavenly. Her tongue snaked into my mouth and began to wrestle mine, a match I eagerly joined. Have you ever had that feeling of falling when you kiss, sort of like time and space have dropped away? Well this was like that. Her lips were soft and full, her breath sweet, and at that moment nothing else existed in my world.

Well, that is until a moan snaked out from between her lips. It wasn’t until then that I remembered the woman I was kissing was almost completely naked, and my best friend was between her nylon-clad legs, merrily licking the juices from her pussy. What an exciting image!

Each time Bryson brushed a particularly sensitive spot, I could feel her quiver with an aftershock of the orgasm he had just given her. I could feel her heart beating against my arm, I could feel the quick intake of her breath, I could feel her hot skin against my own… all while acutely aware that she was being licked and caressed by another man at the same time.

Alley broke our kiss and sat up. For a panicked moment I thought that she was going to get up and leave, and I thought I was going to die at the idea that I could no longer touch her. But she only went far enough to draw Bryson up to his knees, and begin to kiss and caress him. She reached up her arms and placed them around his neck, sharing with him the lips and tongue that so recently had been mine. For a flash I was insanely jealous, and put my arms around her to pull her back to me.

But in putting my arms around her, I found those magnificent tits. Still burning with the heat of her excitement, the skin of her body was hot and moist and firm and soft all at the same time. From my position behind her, I took both her breasts in my hands, cupping them and gently squeezing them together. She seemed to like that, as she moaned slightly and arched her back slightly.

While I amused myself with her long-dreamed-about tits, Alley’s hands were busy too. Looking over her shoulder, I could see that with one hand she was stroking and squeezing the length of Bryson’s still-covered dick, and rubbing his chest up inside his shirt with the other. Bryson, who had so selflessly pleased her moments before, was quickly reacting to the onslaught of her attentions.

I watched as her hand reached down and began to pull up the bottom of Bryson’s shirt. He grasped it and started to peel it up, and as soon as it was past she leaned forward to take one of his nipples in her mouth. I heard Bryson gasp, for the first time in a while, and his breathing became audible as she licked and sucked and gently bit that sensitive nubbin of flesh. She laved the smooth expanse of his chest with her tongue, kissing and caressing everywhere, yet always drawn back to his nipples as if they were magnetized.

With my eyes I followed her other hand to his belt, which she opened with surprising dexterity. Next I heard the soft pop of the button, and the sigh of his zipper as she ease it down the length of his groin. Her hand covered the bulge made by his brief-covered penis, and stroked up and down for a moment, lingering over the wet spot at the tip. Finally she tugged gently at the waistband of his underpants, and dipped her hand inside, much as he had done with hers.

I could only imagine what the cool skin of her hand felt like against the taut skin of his hard-on. He, by now, had been hard continuously for over a half-hour (as had I), and this was the first time it had been touched by anything other than his clothes. Immediately he began to sigh, and swayed slightly as his knees weakened under the stimulation.

Alley left Bryson’s nipples with a soft kiss, and bent down to look at Bryson’s dick. I confess, I did to. As he wriggled his pants and underwear past his hips, and struggled to remove them past his knees (while still kneeling!) Outside of a porn movie, this was the first time I had ever seen an erect penis other than my own. I noticed that his was longer than mine… but not quite so thick. After a moment, Bryson had freed himself from his clothes, and was again kneeling between Alley’s legs. I was holding her from behind, fondling her tits, caressing her skin wherever I could reach it, pressing my own hot skin against hers, my cock momentarily content to be lodged against the soft flesh of her hips.

Seemingly oblivious to my presence, Alley’s hands performed a hypnotic dance over the surface of Bryson’s hardness, grasping its bulk in one hand while sliding the other down to caress his balls, and dip further into the darkness below. I could readily imagine what she was doing, but didn’t need to, as Bryson’s moans and whispers perfectly accompanied the movements of her fingers.

For my part, I was entranced with the sensation of the heavy softness of her breasts tightening and bouncing gently in my hands as she moved her hands up and down along the length of my friend’s cock.  After a moment, Alley scooped up a finger-full of the clear pre-come she had coaxed from the head of his penis, and brought it to her lips. Looking him square in the eye as she licked his warm fluid from her hand, she said “Tastes great. Shall we see if it’s filling?”

With a playful laugh, she slowly lowered her body back against mine, and spread her legs. As she lay back, she held onto his penis, drawing him farther into the v of her thighs. At once she began to rub the head of his cock against her clit, rhythmically using her own body to arouse him further.  From my vantage point, I could her hand moving, up and back, and periodically I could see the pinkish head of his penis part through her pubic hair and ride up along her slit, growing redder and wetter with each pass. She was so wet and open by this time, it almost seemed that his head was ironing her lips into that distinctive butterfly shape.

I sat and watched, one part silent observer and one part involved. I still had her magnificent tits in my hands, and could feel her body respond in pleasure each time I roughly strummed my thumbs across her swollen nipples. I could feel her twitch in my arms as the cock she held in her hands brushed across her throbbing clit yet again. Most of all, I could feel her skin, everywhere I touched, glowing with the heat of her arousal. 

Bryson started rocking slightly on his knees, contributing to the movement of his clock across Alley’s clit. After several moments of this, without moving anything but her hips, Alley arched her back while Bryson stroked forward, and captured his cock between her lips. He gasped. She shuddered. I watched in awe as the wet mushroom head of his cock spread her swollen lips, then began slowly, amazingly to disappear between them.

I don’t know how Bryson kept from just mashing himself into her. I probably would have. But with impressive restraint, he playfully turned the tables on Alley. He withdrew slightly, until with a soft ‘plop’ the head of his cock drew free of her cunt, and began… rubbing the head against her clit again. Alley moaned, and tried to capture his length within her, and each time she tried he teased her a little, and backed away. When it was almost at the point that *I* couldn’t stand the tension anymore, Alley bucked up at the same instant that Bryson rocked forward, and all of a sudden he was in her to the hilt. Alley and Bryson moaned in sweet harmony at the sensations they had caused for each other.

For a moment, everyone froze, Bryson with his cock buried fully inside Alley’s pussy, me with my hands on her tits and my face buried in her fragrant blonde hair. For about two heartbeats, nobody moved… and then Bryson’s eyes opened wide in surprise. “Can you feel that?” Alley asked. “Feel it?” he gasped.  “Hell, if you keep doing that I’m going to finish before I start!” Looking down, I realized that the rhythmic contractions rolling under the skin of Alley’s flat stomach probably translated to some pretty intense squeezing action within her cunt. Alley was milking Bryson’s penis, and judging from the way his eyes were beginning to roll back in his head, it was having an effect.

Giggling now, Alley reached up and started tweaking his nipples. “C’mon, lover, what’s the matter? Can’t concentrate?” Bryson’s response was to withdraw until I could see the rim of his glans poking out from between the lips of Alley’s pussy, and slide himself smoothly back in, in, all the way in. This time it was Alley’s turn to gasp, and Bryson’s to laugh, and do it again.

Before too long, Bryson had built up a rhythm, fucking his cock in and out of her very accommodating cunt. He did a couple of short strokes, pulling almost all the way out, and then slamming himself in to the balls, as if to catch her by surprise. Each time he penetrated her, I could feel her quiver in my arms, as the tension built between them.

Bryson reached down and grasped Alley’s legs behind the knees, and drew them up until they were pressed against his chest. When he slid into her the next time, the effect was electric, as the change of angle tilted her pussy up so that his cock grazed against that magical g-spot. Holding one leg in each hand, he caressed the length of them from the stocking-covered toes at the end, to the warm ass-checks pressed against his thighs. She gasped as he teased the rim of her anus with a finger, and sighed when he sucked her toes into his mouth.

I couldn’t believe what I was seeing, only two feet from my eyes. I could clearly see Bryson’s dick glistening with Alley’s juices as he slid in and out of her belly. The skin of his taut erection drew her lips outward as he withdrew, then pressed and parted them as he penetrated anew. As if a moth drawn to a lamp, I
watched as my own hand drifted slowly past Alley’s abdomen, and came to rest in the v of soft curls shrouding her core. Gently parting her lips, I reached down and with finger began to caress her clit, only millimeters from where my room-mate’s cock was sliding forcefully in and out. 

Alley’s hips began to buck as she started to climb towards her orgasm, and Bryson groaned in pleasure as he felt the initial contractions deep within her. He started to drive into her with a new intensity, slamming his hips forward and jerking them back. The sounds of their lovemaking filled the room, with the slapping of his hips against the soft skin of her ass, the slurpy squish of his cock plowing in and out of her cunt, and their gasps and moans as each stroke drove them ever higher towards their climax.

With his stroking hips now a blur, Bryson groaned “I’m gonna come”. Alley didn’t respond, and I realized that again I had not heard her breathe in a while. I looked over her shoulder and saw that her eyes were closed in concentration, her mouth slack as her approaching orgasm took control of her. I continued rubbing her clit with one hand, strumming her nipples with the other, and began to gnaw on her neck at the place I had noticed she liked so long ago.

The effect was immediate. I felt her go stiff, and even though Bryson was holding her legs against his chest, she managed to arch her back and impale herself more deeply on his pistoning cock. Her nipple impossibly grew even harder in my hand, as I squeezed and flicked the tip with my fingernail and thumb. Just as she started to come, I leaned around and began to kiss her, teasing her mouth with my tongue, and that last bit of stimulation seemed to carry her over the edge. Carry, hell, it *launched* her over the top!

As Alley hit her peak she gasped aloud, and began keening in a breathy, high-pitched squeal of ecstasy. She quivered and shook and panted and moaned and bucked and writhed, as Bryson continued fucking in and out of her with all his strength, frantically plunging his cock all the way into her quivering slit. I could actually see her cunt lips fluttering and tightening around Bryson’s invading shaft as her orgasm swept through her. Her stiffened body transferred the full impact of his thrusts to me, making me a part of this exciting dance they were playing out before me.

Somehow she managed to get her legs around Bryson’s waist, and hooking her feet behind his back she began meeting his thrusts with her own, slamming her pelvis up against his hips, driving his hardness deeper into herself. No part of her remained on the couch, as her shoulders were against my chest and her taut ass spasmed wildly, guided only by the stiff cock that
impaled her. I watched Bryson reach down and grab a cheek in each hand, supporting her while giving himself more leverage as he thrust inward. I suppose too, that with all the moving she was doing he needed a handhold just so that he could keep his cock inside her.

Just as the rising tide of her orgasm swept her fully away, Bryson’s started.  I could see Alley’s tummy and thighs rippling with the wild contractions going on inside her, and could only imagine what that felt like to Bryson. He grunted and stiffened and began stabbing his cock at a staccato pace, and beads of sweat broke out all over his body. With my hand close to where their bodies were joined, I could feel the change in Alley’s cunt as Bryson’s rod stiffened inside her and began pumping his come into her depths.

With each powerful squirt, I could feel Alley’s body recoil in response, as if feeling each jet of hot sperm splashing against her womb causes another silent spasm deep inside her quivering cunt. As Bryson lost coordination and slowed his now random thrusts, I saw that his cock was coated now with a glistening white froth where it emerged from between her blood-red lips, a mixture of his juices and hers stirred up from deep within Alley’s still-twitching hole.

Slowly, oh so slowly, each of them came back to earth, breathless from the exertion, glowing from the heat of the passion they had created. Bryson released his hold on her butt, and fell forward slightly, resting his sweaty face in the valley between her tits while I nuzzled her neck and gently caressed her face, brushing her hair away from her heavy-lidded eyes. As her breathing returned to normal, her moans faded away, and as she reached back to run her fingers through my hair she opened her eyes, kissed me softly, and sighed, “That was wonderful.”
I probably could have stayed there all night, holding Alley in my arms, but with Bryson’s weight on top of hers I started getting a little uncomfortable.  So after a while, I started to move as if to get up, figuring that they might want to snuggle together in front of the fire. It didn’t seem right to ask if I ‘got a turn’, so I figured that I’d go take care of my still-raging hard-on in the privacy of my own room.

I slid out from beneath her shoulders, and laid Alley gently back on the cushions of the couch. As she settled back, I could hear the sucking sound of her pussy as it reluctantly released its hold on Bryson’s softening cock. But I noticed that her eyes were still on me, and she was smiling the most mischievous smile I’d ever seen. “Where are you going” she asked. “Don’t you have something you’d like to share with me?”

Well, it really wouldn’t have mattered what I said in response. Fact was, she could plainly see what I wanted to ‘share’ with her – as I stood beside the couch, it was sticking up from my groin at an angle, and was pretty much pounding out her name. She turned her face toward me, and before I knew what she was doing she had taken the head of my cock in her mouth, and began swirling the end of it with her tongue.

After what seemed like hours of watching, the sensation of having her hot wet mouth wrapped around me was intense, to say the least. For the first time that evening, I was actually *involved* in the action, and I loved it! And as a bonus, I still got to watch! Feeling the soft surface of her tongue move against the underside of my glans, while seeing the head twitch against her parted lips, the overload on my senses made my knees weaken beneath me.

Feeling me sway, Alley motioned for me to lay on the floor next to the couch.  Without releasing my dick from her mouth, she followed me down. I wound up laying on the rug in the opposite direction that she had been on the couch, which turned out to give her a pretty nice angle for what she wanted to do.  She turned over slightly, so that she was laying on her side, and had both hands free. One of those hands wrapped itself around the base of my cock, and began softly stroking up and down. The other hand started caressing my balls, scraping my softest places so gently with her fingernails that it probably would have tickled if it hadn’t felt so good.

And never missing a beat with her mouth. Oh, that mouth. Her lips had ripened with her arousal, and the sensation of her licking and kissing me was almost like being enveloped by a cloud. A hot, wet cloud, with a wiggly tongue inside. I watched as her mouth opened to accept the whole head of my cock, then watched it re-appear, glistening with her saliva, as she pulled her lips past the edge of my glans. Over and over, my aching dick-head slowly disappeared into that wonderful mouth, only to be chased out again by the dancing tip of her tongue.
My hips start rising involuntarily (well mostly) as she licks me, and in response she begins bobbing her head up and down, taking more of me in her mouth with each stroke. I am entranced by this, absorbing it as if in a dream. While I feel every cell of my blood-engorged cock rising to her call, I also watch her lips and tongue move, see my cock shine in the firelight, and can hear the soft sucking noises made by her mouth as it moves up and down my length. Well lubricated with her saliva, the only friction I feel is that from the tension in her lips, and it is heavenly.

Bit by bit she works her way down, until I can feel her nose bump gently against my balls. I am no great cocksman, but because I am built kinda thick (or have never been with the right woman) I have never been deep-throated before. I groaned in a mixture of
pleasure and surprise as I felt, for the first time,
the sensation of being held entirely in a woman’s

And hold me she did. Nostrils flaring as she breathed, she simply held my length in her mouth, squeezing my root with her lips as my tip lay deep in her throat. I could feel her tongue swishing across the width of my shaft, and thought it couldn’t possibly get any better than that… and then it did.  Somehow she started squeezing and relaxing the muscles of her throat,
milking me with her mouth as she milked Bryson with her cunt. I don’t know if she was swallowing or just moving her neck or what… all I know is that it felt incredible, and it made me cry out in pleasure.

Slowly she withdrew allowing my shaft to slip from her mouth until just the tip remained. Replacing her hand around the base, she began sliding up and down my well-moistened cock, following her hand with her lips in coordinated motion. The heat, the sliding slickness, the pressure of her hand milking me into her mouth, it was too much stimulation for me to last very long. I began panting in rhythm with her motions, crying out when she squeezed or licked in a particularly luscious way.

Just as I started to feel the sweet beginnings of release build up in my loins, she stopped and lifted her head sexy blond head. “Not so fast, lover” she said, and I thought I would die if she didn’t continue.

But when she turned around and began to straddle my waist, I started to think that maybe she might have a nice idea. Laying down on top of me, I could for the first time feel her beautiful tits press against my chest, and her nylon-sheathed thighs against my skin. Two of my favorite things. She leaned forward and began to kiss me, licking my lips and teasing my tongue as her hips started to rise and fall over mine.

Part of me was really enjoying the feeling of her writhing sensuously atop me, rubbing her body against mine, dragging her heavy tits across my chest.  But as soon as I felt the wet heat of her pussy rubbing against the shaft of my cock, I knew I had to have it. Now. Alley rocked her hips back and forth, bathing the top surface of my hard-on with her juices, and rubbing her clit back and forth against the rim of my cockhead. I was gasping in delight at the feeling, and saw in her face that she was enjoying it too. After a moment, she captured the tip of me between her lips, and slowly impaled herself on it, her eyes locked on mine as she welcomed my thick member into her body.

When she reached the bottom, she let out a sigh of pleasure. “Oh, god that feels good”, she moaned. I would have agreed, if I had been able to form the words. Right then, however, the only part of me that I had any awareness of was buried inside her. Words can’t describe what that pussy of hers felt like wrapped around me – it was hot and wet, tight, grasping and squeezing me like a warm velvet glove.

Propping herself up on her arms, she drew her legs up under her and began sliding her cunt up and down on my column. The change in her position somehow opened her up to me, and now I could actually feel her clit rub against my shaft as she made love to me. And because of her position, I found that I could now touch her from head to toe, an opportunity I quickly availed myself of.

I ran my hands down the length of her sleek calves, gently squeezing and massaging her feet through the hose she still wore. Roaming up along her flexing thighs, I explored the elastic rim of her stockings, fascinated by the feel of the lace against her skin. With one hand, I roamed around to explore her clenching ass, sneaking a finger into the hot valley between her cheeks and teasing the rim of her asshole, eliciting a soft cry from her lips.

I let her take the lead in our lovemaking, but I was far from passive. I kissed and sucked and bit her nipples each time they came within range, I tickled and touched and squeezed and pinched her hot flesh, and even gently slapped her ass as it pumped up and down on me. I sensed that she wanted to make this last a little bit, so I occupied myself with the oh-so-pleasant task
of finding out which parts of her were the most sensitive, which made her squirm, which made her gasp.

I noticed that she was looking up at Bryson’s form on the couch, and smiling.  After a momentary flash of petty jealousy subsided (hey, what’s she doing looking at some other guy when she’s got *me* inside her?), I followed her gaze and saw that Bryson had recovered somewhat, and was watching the two of us as I had earlier. Actually, more than watching. As I craned my neck to get a better look, I realized that he had been watching us for some time, for his cock was fully erect, and he was stroking it at the same pace as Alley pumped up and down on me.

Without missing a beat, Alley leaned forward and kissed the tip of his cock. I didn’t mind, as it brought her tits up so that they enveloped my face in their billowy softness. Bryson scootched eagerly towards the edge of the couch, bringing himself within reach of her mouth, and as I watched in awe, she slid her mouth all the way down on his slender prick.

Talk about your up-close views! Alley began giving Bryson the blow-job of his life, three inches from the tip of my nose. I could see her muscles working as she swirled and teased the head of his cock. She stopped riding up and down on me for a moment, as she concentrated on one dick at a time, and quickly fell into a rhythm.

Holding him between her lips, she fucked her pussy down around me for several lingering strokes, until she had me gasping. Then she would pause her action, and while squeezing me from within, bobbed her head hungrily down onto Bryson’s prong, forcing cries of delight from him. Back and forth she went, one then the other, fucking and sucking and licking and squeezing and pumping and licking.

Hard as I tried, there was no way I could last under the onslaught of all this stimulation. I had it coming from every angle, the feeling of her pussy on my turgid cock, the sweet taste of her tit-flesh in my mouth, the sounds and sights of the blowjob just over my head, even the smell of the cunt-spiced come-juices she was eagerly licking off Bryson’s dick.

I started panting, and moaning, and I think it triggered Bryson, too. She stopped moving on me for a moment, shifting her full attention to the shaft in her mouth. Up and down, back and forth, she sucked and licked and stroked until she had Bryson groaning in delight, and still she went on. Reaching between his legs, she tickled his balls, and when the tip of her finger entered the tight ring of his ass, he exploded. At the instant she heard his cry, she took him all the way in her mouth and held him there, letting him fuck in and out slightly as his balls emptied into her throat.

I saw the muscles under his shaft pulsing with his orgasm, and saw the muscles in her throat working to receive it, milking him, swallowing his seed, sucking out every last drop… and then, she gently released him from her grip, her smile glazed with his milky come… and turned her attention back to me.

“C’mon, lover, fuck me good” she whispered, as she started to squeeze me again. At that I moved my hands to her waist, and holding her firmly in place I began to buck my hips up off the carpet. If she wanted to get fucked, I was more than ready to do it. All the way out, and all the way back in, I slammed my cock into her with every ounce of energy I had. I could see from the look on her face that I was getting to her, her mouth dropped open, she started to pant as I bucked and fucked beneath her.

Crouched on her hands and knees above me, she was almost motionless as my throbbing dick pistoned in and out of her from below. I knew I couldn’t keep going for long at this pace. As I watched, I could see the beginning flush of her orgasm start to spread across her chest. She was panting, now, totally caught up in the sensations pulsing through her body. I was rapidly losing it, I could feel my long-delayed orgasm start to boil up from my balls, up, up, gathering speed as it came. I reached around and put the tip of my finger into her ass as I bit the nipple dangling hot and red in front of my face.

I vaguely remember feeling every muscle in her body go taut as I started to come. I will never know if the first jet of come I fired into her cunt triggered her orgasm, or if the first contraction of her pussy triggered mine. Whatever the case, they coincided in an amazing nuclear conflagration of sexual pleasure. I pumped what felt like gallons of hot come into the clasping bottomless pit of her womb, and the spasms rippling through her hungrily milked it out of me.

I felt like I was so far inside her, I was going to see the head of my dick come out her mouth. I could feel every ripple of her orgasm, every flutter of her spasming cunt lips, and I suspect she could feel the pulsing of my cock. At least, from the squeals it sounded like she could.

And finally, just before she collapsed in a sweaty and exhausted heap on top of me, panting and grinning, I felt a gentle kiss on the lips, and a quiet whisper in my ear, “I think I have an idea for a new story…”

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