It was late at night when I got a call from my friend Michelle, she was crying so hard I could hardly understand what she said. I got out of bed and went down the hall so I wouldn't wake my husband, I finally got out of her that she had a horrible fight with her boyfriend and had been driving around for a while. She was sitting in my drive and needed to come in and talk. She looked so miserable as I let her in, it had been raining pretty hard so she got soaked coming up to the door, I had never seen her face so sad in all the years I have known her. I grabbed a towel and blanket as she took off her coat and when I put the towel around her she just hugged me & started sobbing. I stood for a while hugging her and just trying to get her calmed down again, after a bit she got to the sniffling stage and I moved her to the couch with me. After wrapping a blanket around her I went and got something for us to drink, I had a feeling it was going to be a long night and we were going to need it.

 

My hubby was standing at the top of the stairs behind the couch looking at Michelle and making a gesture wondering if he should come down, I just waved him back to bed figuring one of us should get some sleep. I got settled onto the couch with her and she told me what had happened before she got to my place. And as we sat there talking I noticed her still damp shirt was clinging to her chest, I could see all the details of her bra through the material right down to her tightly puckered nipples and I immediately felt ashamed for noticing so I looked down quickly. We had always joked and played together about having a girl/girl experience and there had been a few times where we had gotten really turned on talking, but this was different, she was clearly upset and here I was thinking about putting my mouth on her, what the hell was wrong with me?!

 

Michelle had calmed down and we settled in with a movie, the blanket was behind us and I was running my hands through her hair as she laid in my lap. I was pretty wrung out so I leaned back into the corner of the couch and rested my head back, I think I must have dozed off just a little because it startled me when she moved. She had one hand under my thigh and one resting at my knee with her head laying on top of my thigh, I felt her shift bringing the bottom hand a little further up my leg and her head a little closer to my hip. My breath caught in my chest and I felt my stomach drop, I knew she was just getting comfortable but my mind was racing, my husband & I had made love before we feel asleep so my pussy had that still puffy and sensitive feeling to it and my shorts had rode up slightly when we settled onto the couch. The combination was making me feel restless but I was afraid to move and disturb her in case she had finally fallen asleep. I focused on the movie and found my hand was now stroking the back of her neck and the side of her face, she was so beautiful.

 

I couldn't help but feel how soft she was, it was so different from a man's skin, I could see why men love to touch women and I just didn't want to stop myself either. She sighed softly and her breath across my inner thigh caused my gut to tighten and I felt my own nipples harden, the thoughts going through my mind only made things worse so I couldn't help but squirm a little. When I did she moved again too, she kind of rolled a little bit throwing one leg over mine so her body was sort of laying on me now, the hand that had been on my knee was now tucked around and very close to the bottom of my shorts and her face was laying directly on my leg now, I instantly knew she was no longer sleeping because I felt her lips gently kiss my thigh.

 

I wrapped my hand in her hair and with my other hand I began to touch my aching tits, she started moving her hips bringing her warm cunt up against my knee and I groaned out loud at her heat. She finally raised her face to look at me and I swear I fell in love with her at that moment, her mouth was slightly open and I wanted to kiss her more than anything in the world, I raised one hand to my mouth and brought my fingers to my lips as if in a kiss then brought them to her mouth and she kissed them back, sticking her tongue out slightly to trace the tips and my hips raised up at the sensation. She smiled then and lowered her face to my lap, her lips and tongue kissed and licked right around the leg of my shorts and I felt the wetness pool and spread between my legs, I suddenly realized she must smell my husband's cum too and I started to push her away afraid of letting her taste it.

 

As I struggled her hand slipped inside my shorts and I felt her tracing my pussy lips... my legs spread a little more to give her access and I felt her breath blow on my clit and she slipped her finger inside me. "I will taste like Mike" I moaned out and I felt her laugh right against my wet pussy, "that's ok, I have always wanted to taste him too" and with that she began to lick up my juice. I don't know how but she found exactly what I wanted right away, with two of her slim fingers inside me she began to rub that spot, oh my God, that spot.... her mouth closed in on my clit and she gently sucked, not too hard, just enough to pull it a little and I felt her grinding her pussy against my leg a little faster. She slowly stroked in & out with her fingers, I had always loved that and my husband's fingers were so big that two was almost too much for me, but hers were just the right size....

 

I held the back of her head with one hand and the other one I put my hand inside her t-shirt wanting to finally feel those breasts I had seen so many times but never touched. They were bigger than mine but fit right into my hands and I began to roll the nipples between my fingers, she groaned her pleasure into my cunt and I tugged them a little. Her eyes found mine and I knew that this was something she loved also, as I would pull gently on her nipple her mouth would open just a little - her body had become still and she let me explore her chest more. My hand found her other breast and she quickly pressed her nipple into the palm of my hand, I squeezed it just as I loved to have mine squeezed and she placed a small kiss on my arm, her lips still had a coating of my wetness on them and left a little trial behind on my arm.

 

As I looked at it I felt a surge of passion and lust, the image of her before me wanting me to pleasure her was almost too much and I grabbed her nipples between my fingers and pulled a little harder this time. She closed her eyes and gasped and with a moan she dropped her mouth back to my cunt, her hand began to move and she finger fucked me quicker. I was very close to cumming and told her so. She pushed her fingers in as far as she could and left them there as the tips rubbed in a circle on my g-spot and when her mouth began to suck at me harder I came on her face, I was pushing and riding her mouth as she ate me out, my body was shaking and every muscle in my body felt alive!

 

Suddenly I noticed a movement out of the corner of my eye... Mike was standing on the stairs not 5 feet away from me. My body jerked from fear but she must have thought it was part of my orgasm because she never stopped what she was doing, the look on my husband's face was part lust part fury and I didn't know which one would win out until I dropped my eyes. He was wearing baggy cotton pants and I could see not only how hard he was but how his cock had started leaking, I couldn't help but lick my lips at the thought of that liquid on my tongue, and he grabbed himself in reaction knowing exactly what was going through my mind, I gave him a small grin and he smiled back while pulling his dick out and started to stroke it.

 

He knew this had always been a fantasy of mine and to know he was watching me while it happened was even better. I gave him a look that told him how I was going to thank him later, he quietly moved back up the stairs a little so he could watch without her seeing him. The exchange had taken only a few seconds and during this time she had begun to really grind against my leg her body moving in circles as she worked herself faster.

 

I knew she was getting herself off really hard so I pulled her nipple out away from her body enough that I knew it would hurt a little, her head came up and she softly said, "harder". Hearing her ask me for pain in such a small voice and knowing my husband was now watching made something inside me click, I held her hair in my hand and tugged a little so she couldn't look away from me and rolled her nipple between my fingers, "tell me what you want baby" I said to her and she just bit her lip. I switched back to her other nipple again and began to tweak it, each time the jolt went directly to her pussy and she would grind into me again until she couldn't take it anymore and as I felt her legs beginning to shake I pulled harder going back and forth between the two making her climax last as long as possible.

 

As she began to settle down I pushed on her shoulders making her sit up a little so I could get out from under her. More than anything I wanted to put my hands all over her, I managed to get her sitting up and lean back against the back of the couch without seeing my husband still sitting above us on the stairs. I quickly slipped off my shirt & shorts which we had worked around earlier, and pulled her shirt & bra off over her head and her pants came off within a few seconds after that, she seemed to share my sense of urgency and wanted to help me get her unclothed just as quick. I sat on my heels and looked at her when we were done, you could tell she had been crying earlier but she had a look in her eye that showed she was no longer thinking about a man and I couldn't wait to eat her alive! I finally leaned forward to kiss her and our breasts touched before our mouths, I couldn't help but giggle a little and she laughed with me, softly I rubbed against her a little more so she could feel the cold metal of my nipple rings against her and gently touched my lips to hers.

 

I could feel my heart beating in my throat as I held myself against her, I could smell the musk of Mike & I on her breath and as I kissed her I rubbed my pubic bone against her spread legs, and I could feel her tensing up again. Her legs tightened around my hips as her pussy rubbed against my bush, she was slowly getting herself off while our mouths danced tenderly, tongues darting out to taste and tease, I softly kissed my way down her perfumed neck. My hands moved to her breasts rubbing and pulling at them and as I reached her nipples I took one deeply into my mouth, sucking it strongly I felt her raise her chest and I started to suck a little harder. Now it was her hands that had wound in my hair urging me without words to make her cum, I moved my mouth on her nipple enjoying the new texture, feeling the rubbery tip hard at the end but soft all around with little bumps and ridges, I thought I would try all the things I so loved to have done to my body on her so I gently used my teeth to hold it while my tongue brushed back and forth. This brought a gasp from her so I bite down a little harder and start sucking again, I ran my fingertips down her belly and made her shiver a little as my thumb found her clit and I moved in a circle around it not quite touching it.

 

She was really working her pussy on me now, wet squishy sounds were all I could hear and just when I felt her starting to shake I pulled my hips back and thrust a couple fingers into her, she raised her ass off the couch and jerked her pelvis back and forth and I rocked my fingers inside her stroking the bump inside that I knew made her cum. I raised my head from her nipple and with my hand buried deep between her legs and her cum running across my wrist, I looked over her head and meet my husband's eyes, he had also cum and was now watching us with hungry eyes and his cock was getting hard again in his hands....

 

I put both hands at her waist and began to lower myself down so I could finally taste her, her body was completely relaxed now and her eyes were closed so I softly kissed her belly, hips, legs and thighs slowly working my way to her swollen sex. She sighed a little as I blew out a little breath on it, she was so sensitive I was amazed, having always been on the other end of this type of thing I found I wasn't totally sure where to go from here. I placed a kiss right on her clit with its red little button sticking out and she groaned louder, I smiled a little, I kissed all down her lips starting to really get into it, with her taste in my mouth I put a hand between my own legs. As I kissed and licked her pussy I traced the same places with my hands on myself feeling the differences and similarities, her legs were quivering a little again. I used my other hand on her again, putting just one finger inside her this time, I watched it move in and out then I would lick her. I alternated between the two watching to see which she wanted more, she began to push down against my hand harder so I stroked her more putting another finger inside her, she was moving so much I found it hard to keep my mouth on her, I looked again to see her pinching her own nipples and my own hand was working in and out of my pussy so close to getting off too, I sucked harder on her lips and kept flicking on her clit... her moans were getting harder and faster and she started to fuck my face.

 

I pulled her clit into my mouth and put a 3rd finger inside her moving deeply and she grabbed the back of my head, I came hard on my hand and I felt her wetness on my face telling me she was cummig too so I kept licking and sucking her eating her pussy as if my life depended on it... her body trembled and shook and I was still stroking my own wet lips enjoying the soft melting sensation in our bodies. She slowly started to unclench her legs and relaxed back and I laid my head down on her lap totally wore out...... I heard a small sound above us and smiled to myself as I thought what would be waiting for me upstairs.

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