A Friend in Need

Sam and Leanne again in another story of our ongoing trek through the lifestyle. If you missed our other stories, we're both in our 50's although Leanne really does not look it. She's a trim, curvy and sexy blonde with blue eyes, a great smile and 38d boobs and I’m a 6' tall fit man with salt & pepper hair, a trimmed beard and blue eyes. We are both battling middle age spread and doing so successfully in spite of our love for good food, desserts and adult beverages.

Before we moved to Florida, Leanne's best friend was Suzy, a fellow teacher. Suzy is in her mid 40's, a driven woman who worked hard to balance the demands of teaching, raising her 3 young children and keeping her businessman husband happy. Several months before we moved, Suzy discovered that her husband was a serial cheater and the knowledge devastated her. She quit caring about a lot of things including her appearance, she ballooned up nearly 200 lbs from her normal 130 and lost interest in most things that she once found enjoyable. Leanne stayed in touch with her friend and eventually, Suzy secured a divorce, custody of the kids and a new outlook on life.

Last June, Suzy called and invited herself to Florida for some much needed R&R. On the day she was to arrive, Leanne had a must attend work related training session so I picked Suzy up at the airport. When the flight came in from Philly, I stood at the entrance to the concourse looking for Leanne's friend. I thought she missed the plane until I heard a familiar voice at my side, "who ya looking for big guy"? she asked. I turned and there was Suzy, but not the large and unhappy woman I'd last seen 3 years ago in Pennsylvania but a new and improved version.

Suzy stood before me in a little sundress, all 5'4 inches of her. Her dark hair was nicely styled and fell softly to her shoulders framing her always pretty face and highlighting her bright brown eyes and sparkling smile. What really surprised me was the terrific little package she presented in the sundress. Gone was big belly, soft ass and saggy boobs, replaced by what looked like a fit and toned body. Suzy reached up and gave me a full body hug and I felt her firm boobs pressed against my chest and couldn't help but say, "hmmmmm, those are new". "Like em"? Suzy said with her familiar smile, "they are just part of what Craig (the ex) paid for out of our settlement. Come on, Im dying to see your pool and our Leanne".

I won't bore you with all the details but we had a very pleasant afternoon and evening around the pool. I got to see a lot more of Suzy's new body displayed in a modest 2 piece suit and I listened as she explained to Leanne how she'd lost over 60 lbs, had a tummy tuck and a boob job and then firmed up the rest with daily workouts. I spent the evening admiring the transformation and really enjoyed the sight of both sexy women floating in our warm pool.

The next day, I had to return to work while Leanne gave Suzy the tour of our little section of paradise. They went out to Sanibel for lunch and then to Bowman's Beach and eventually came home late in the afternoon to lounge by the pool. Leanne opened a bottle of wine and the two friends chatted like they'd never parted.

Leanne had never told Suzy of our lifestyle experiences. We had given thought to including her and her husband but Leanne just didn't care much for Craig and in the end her instincts proved correct. This time however, Leanne opened up a bit and told her friend of some of our lifestyle experiences. Suzy was intrigued and had a lot of questions. Leanne answered her and those answers led to more questions and more wine. By the time I got home from work, Suzy knew a lot more about swinging than she had that morning.

I found them both sitting on the side of the pool sipping their drinks. While the grill heated up, I had a drink too and joined in the conversation, answering Suzy's questions from a male’s point of view. The conversation drifted back and forth during the evening and Suzy revealed that she had not had sex since before she and Craig broke up. She said she just hadn't been interested until recently but had no ready prospects back home.

Since she was staying for a week, I suggested a trip to the East Coast to Trapeze. We described the club and the activities and possibilities there to her and watched as her eyes got big and a slight flush appeared above her modestly covered boobs. She said breathlessly, "It's only Thursday guys, let me think about that a little. A place like that would be a huge step for me."

About 2:00 the next day, my phone rang at work and Leanne said "Hiya Sam, whatcha doin?"

"What do think I'm doin baby" I replied, "I'm working."

"Well you shouldn't be" she said with a giggle, "I told Suzy this morning that our pool is usually clothing optional and

she was not the least bit put off by it. In fact, she shucked that top right away so we're both lying in the sun topless. You're missing it Sam..." she said softly before she hung up the phone.

Needless to say, I was squirming a bit in my seat imagining Suzy's new boobs exposed to the sun next to my lovely wife. About a half an hour later, Leanne called back.

"Sam" she said sweetly, "whatcha doing now hon?"

"Damnit Lee, I'm still working, or trying to, why?"

"Suzy and I just opened our second bottle of wine and I miss you. Besides, she decided that 'clothing optional' meant just that and so now, we're floating naked on the rafts, talking about a lot of stuff and wishing you were here too."

"Both of you"? I asked.

"Yep, both of us. Here, ask her yourself" An obviously tipsy Suzy got on the phone.

"Hi Sam" she said excitedly, "This being naked outside is soo cool. I didn't know I was a freakin nudist. Too bad you're not here you could see us naked and know what Sam? I wouldn't mind at all".

"Suzy" I whispered into the phone so no one else in the office could hear, "you just stay naked, I feel a headache coming on and I think I’m gonna knock off early". It took me about 45 minutes to clear my desk and secure permission to take a few hours sick time and then I had a 30 minute commute to get home and I thought that drive would never end.

I walked through the garage and family room and onto the lanai and found the pool empty. The slider to our bedroom was partially open and Leanne called me from there.

"Sam honey, we're in here"

When I walked in the bedroom, I found Leanne on her back with Suzy snuggled up to her resting her head on my wife's lovely right boob. I finally got a good look at the new Suzy, her boobs were great, probably 36d's with huge nipples. I looked down her body and saw that she had a thick landing strip of dark hair below her flat tummy. As I looked closer, I saw Suzy's hand softly caressing Leanne's thigh and lower abdomen. My dick was making a tent out of the front of my slacks as I asked for an explanation.

"I've always wanted to taste another woman" Suzy replied "but I never had either the courage or the opportunity. So, after I talked to you on the phone, I told Leanne how lucky she was to have an open relationship that worked both ways. Then I took the plunge and told her about wanting to try another woman and just asked her if I could play with her. She said she didn't mind but just wasn't into girls all that much so here we are. Nothing happened besides us touching a little but it felt so nice. You're not mad are you Sam"?

"Suzy, how the hell could I be mad" I said as I pulled my shirt off and unbuckled my pants, "there are two beautiful women naked in my bed, shit, I’m happy. I think I should join you if neither of you mind" Suzy sat up giving me a different look at her great tits and then down to her landing strip that I saw was trimmed to just above her luscious looking outer lips. She met my eyes and said softly, "I don't mind at all Sam, not at all".

With that, I dropped my pants and climbed naked onto the bed next to my wife. Leanne, meanwhile, smiled at me and reached out her hand to my dick and stroked it to its full hardness.

"Mmmmmmmm, is that for me" she said as she turned to me for a kiss. When she came up for air, I could see that Suzy was softly caressing her back and ass as I fondled her nipple. Leanne rolled over on her back allowing me access to her neck and tits while Suzy continued to caress her hips and thighs. I heard an intake of breath as I saw Suzy make contact with Leanne's pussy lips. As I watched, Suzy leaned forward and kissed Leanne under her right breast and began to slowly work her mouth over my wife's tit as her fingers started to push into Leanne's trimmed pussy. My wife involuntarily spread her legs to give her friend better access and I watched as Suzy began to explore my wife. Leanne's hips started to move in rhythm with Suzy's movement.

I was getting very excited so I scooted up and got on my knees, dropping my raging hard on in front of my wife’s face. Leanne sucked me in and began to slowly blow me. In a few minutes, Leanne's eyes widened and she moaned around my cock. I looked down to see Suzy bury her face in my wife's pussy. For someone who said she had never done that before, the girl showed a lot of natural talent. In no time, my wife was in the midst of her first orgasm. Suzy had lifted her ass in the air and was rubbing her clit as she ate Leanne. Her

hand matched her tongue and both women began to cum in continuing bursts of pleasure. Leanne lost interest in my cock as her orgasms took over but I was content to just watch the show.

Eventually, both women collapsed in a sweaty heap of orgasmic exhaustion. In a few minutes, I found myself lying on my back with Leanne on one side and Suzy on the other. After awhile, Leanne slid her hand down my stomach and began to absent mindedly stroke my dick which eventually rose to its firmness again. Suzy was watching her friend intently as she massaged my dick and finally said "Sam, would it bother you if I watched? I've never seen anybody make love and I'd like to watch you and Leanne." I had no objection for sure and rolled Leanne over on her front, raising her shapely butt in the air. I got behind her and slipped in to the hilt in one thrust. She moaned in pleasure as I slid deeply into her. I slowly fucked my wife and watched as Suzy reached under Leanne with one hand and started to rub her tit. I could clearly see Suzy's other hand finding its way into her very wet and puffy pussy.

"OH God!! This is soooo hot" Suzy hissed. "I can see Sam's dick sliding in and out of you. OMG, I’m gonna cum." With that, Suzy lifted her hips off the bed and came very hard. Leanne was not too far behind. She moaned into the pillow and thrust her hips back to me and came hard around my dick. Suzy continued to rub her slit until Leanne came down. I was about to shift into the home stretch when Suzy surprised us both.

"Leanne" she whispered huskily, "It's been a very long time for me and I really want something in me. Can I please borrow Sam for just a few minutes? Would you mind?"

"Of course I don't mind and I’m pretty sure Sam doesn't, do you honey" Leanne had pulled away from me so there I was on my knees with a flaming erection and a stupid smile on my face. How the hell could mind this situation. Leanne directed Suzy in front of me and had her raise her very cute ass. I could see her pussy lips opening pinkly before me, wet with her juices. My wife took my dick in hand and guided it to her friend's opening and eased the head into her. I took it from there and placed my hands on Suzy's hips and slowly pushed into her surprisingly tight pussy.

"Oh.....my....God" she moaned as I slid to the hilt. "It’s been so damn long. Fuckin Craig should see this."

I really wanted to give her an exemplary boink but honestly, with all the stimulation of the last half hour or so, I had very little self control left. I pumped her slowly for several strokes and felt her tight pussy tighten even more around my dick.

"I’m gonna cum Sam" she moaned.

"You better baby cause I can't last long like this"

With that, I thrust deeply into her, once, twice three times and then felt my balls tighten as I exploded inside her. Suzy came hard as I continued to ejaculate in my wife's friend. As I finished, Suzy collapsed onto her stomach and my softening dick slipped out of her. I flopped on my back and was totally surprised when Leanne leaned forward and sucked my wet and still semi hard cock into her mouth.

"Mmmmmmm" she said as she sucked a little life back into me "that was so hot to watch, I just had to have a taste".

Suzy moved to the other side of me and leaned in to help Leanne. For a few minutes, I was in heaven with both women stroking and licking my dick. Alas, this is a true story and I AM in my 50's so an immediate recovery just was not in the cards. It was however, a very nice way to wind down from a terrific afternoon.

The rest of Suzy's visit was a lot of fun. We played together several more times. I finally got to taste Suzy and both women happily gave me a blow job. I learned too that Suzy, like Leanne, was a swallower and Suzy learned that Leanne really had no interest in doing other girls.

Fortunately for me, my oral skills are more than adequate and my tongue has no recovery issues so our guest went to sleep with a smile for the rest of her vacation. We did take Suzy to the club that weekend but that's a different story.