It was the evening of a crisp Fall day. The sky still glowed faintly in the west, but streetlights were starting to flicker on through the trees. Dry leaves crinkled underfoot, the gusting wind swirled them in the gutters and across the sidewalk. The threat of an overnight frost made me glad for my long wool skirt and the high cowl-neck collar on my sweater.

I clutched my jacket tighter around my shoulders and headed on up the walk. At the door I had scarcely pressed the buzzer when someone was there to let me in. "Sara? Is it you?" she asked with just a tilt of her head.

"It's me," I smiled, "If you're Judy?" I found myself staring into her deep blue eyes, wondering for the thousandth time why I was here, had I gone totally nuts? But she smiled. A warm, inviting smile that started with her mouth and drifted upwards into the crinkle at the outer edges of her eyes; a smile that removed my lingering doubts. She said, "Yeah, I'm Judy. I'm really glad you could make it," and I knew why I had come.

We'd been friends for so long, it seemed strange to only be meeting her now. For a second I wasn't sure whether I should hug her, but as if we'd had the thought at the same time we spread our arms, I walked inside the doorway, and we embraced. For hours we sat and talked, I shared with her stories of growing up, my friends in high school -- Brenda, my best friend, with the flaming red hair; Terry, who first taught me the things "nice girls do"; the story of Eddy and that incident with the popsicle sticks -- things I was sure I'd forgotten.

We drank lemonade from jelly glasses and talked about baking cookies and chasing fireflies and growing up. She told me stories: memories of music and dancing, the electric thrill of discovery the first time she was aware of a man's eyes on her, a kid's crushes on pop stars and girls a year or two older, stolen kisses out behind the stadium in the evening. I found myself staring once or twice while she talked, imagining the way my fingers might trace the bridge of her nose, or lightly brush the hollow of her eyelids. I imagined what I would do to change her makeup (a compulsive habit), or imagined the delicate scent of her hair, or wondered where she bought her clothes, or what underwear she was wearing.

From time to time I had to blush and look away, embarrassed that she'd become aware of the way I stared at the movement of her lips as she spoke. Day passed into evening that way, we sat and talked without realizing that the sun had gone down and we'd yet to put on any lights, and were famished as well. We decided that rather than raid her kitchen we'd dutch at a restaurant she knew; she drove me because she knew the local roads -- a girl from the east could get lost on those long, straight midwestern streets! The stars peeked through some hazy scudding clouds, a crescent moon hung overhead, she drove a little too fast -- just the way I liked.

Over appetizers we continued our conversation, plus we got at chance to rank the local guy-talent. I confessed to my secret passion for beefcake hunks, even though I always seemed to end up with the kind of gawky pencil-neck accountant types. There was one guy eating pretzels at the bar, I pointed him out and Judy said, "Hmmm. I wonder if he has a boyfriend for me." I couldn't help it, I said with a smile, "Really? I'd have thought you were wondering if he had a girlfriend for you!" She reached and touched my hand, whispering, "I've already got a girlfriend."

Without a sound she mouthed the words, "Don't I?" and let her lips form a silent kiss while her eyes sought confirmation from mine. I felt a scarlet blush flame across my chest and suffuse my face, and prayed it was dark enough she wouldn't notice. No such luck, her fingers squeezed mine and she smiled. The guy at the bar, meanwhile, seemed to be alone.

Despite the cool weather he was dressed in some sort of short-sleeve knit shirt that showed off his well-developed chest and muscular upper arms. To change the subject I asked her what she thought of him. "He's been sucking down shooters since we came in here. I bet his resistance is real low. Think of the things we could do with a body like that!" She looked him over appreciatively, I could see her eyes slowly caress his frame, his thin waist, his tight ass in those khaki pants. "How old do you think he is?" she asked.

I checked out his light-brown, neatly trimmed hair, without a hint of any gray or receding hairline. "Looks about 25 or 26 to me, what do you think?" "Maybe. Think he's worth a shot?" she looked across the table at me. My eyebrows narrowed, "What do you mean?" "Don't come on little-miss-innocent with me, Sara. You know exactly what I mean! Do we go for him or not?" I looked at him again. He looked clean, he looked sexy, he looked really healthy.

He looked like a good time staring me in the face and I wondered if I was going to pass this one up too, the way I'd passed up so many in my life. My voice shook just a little, but I looked her in the eyes and whispered, "We go for him." Before I knew it I was on my feet and had moved to the barstool next to him. My hand reached for a pretzel in his bowl, he reacted with a shock as his hand brushed mine absently. "Oh, I'm sorry," he gushed.

His voice was husky, but had that velvet undertone guys take on when they've been drinking. "No problem." I caught his eye. "My friend and I," I nodded to Judy across the room, "were wondering if you'd like to chat a while." He was clearly flustered, and seemed to stutter for a second or so until I said, "Oh, not here. We could go someplace more private if you like." If anything this flustered him even more.

I covered his hand with mine, he calmed instantly, grabbed his jacket from a nearby hook, and followed me to the table, where Judy had thrown down some money and risen to her feet. It was sort of funny, but of all things they shook hands on meeting. He told us his name, Ken, then meekly followed us to the parking lot and Judy's car. I wasn't about to let him get away at this point, so we squeezed into the front seat together -- Ken and I shared the passenger's seat. I sat on his lap, aware of Judy's obvious envy.

I wasn't sure which one she was most envious of, him or me; I don't think she knew either. I squirmed into his lap, he wrapped his arms around me and I let him smell the hair at the back of my neck.

I moaned once when his hands closed on my breasts; I looked over at her through hooded eyes. Traces of an enigmatic smile played with the corners of her mouth and she drove -- if anything -- even faster than earlier that evening. The streetlights shot by in a blur. At her apartment, once we'd closed the door I turned and plastered my body to his. He was a full head taller than either of us, I could just bite the skin of his neck if I craned and stood on tiptoe. Judy came up behind him, sandwiching his gorgeous body between us.

My hands sought the snaps and zippers of his jeans, he kicked off his shoes and Judy pulled his shirt over his head. Soon enough we had him bare-ass naked, standing in his white socks, in the middle of her living room. Her hands on his waist, Judy marched him to the bedroom, where he fell backwards across the bed, a shit-eating grin suffusing his features.

She was standing beside the bed and I looked over at her, antsy with anticipation. She winked at me, I moved behind her and deftly removed her top, leaving my hands on her shoulders, lightly brushing her bra straps. I let my lips brush the hair on the back of her neck then, with a tiny growl in her ear I unhooked her bra and pushed her down onto the bed beside our new friend. He reached out for her, balancing her with a hand in each armpit.

He lifted her forward and up over his face, clumsily suckling one pert, pointed breast between his lips. Judy let out a little yelp -- he had bitten down a little bit hard on her sensitive nipple. I reached between his legs and grasped the loose skin of his balls, squeezing tight. When I was sure I had his undivided attention I growled, "Better be good, Kenny-boy.

Wouldn't want anybody to get hurt, we've got big plans for you tonight." He was all meekness and contrition, and gave her a feeble tongue-tied apology as best he could. She beamed down at him and purred, "I know a better way you could apologize." She shucked her panties and squirmed her way up his body, plastering herself across his face. He mouthed at her hungrily -- sending her into a minor fit of giggles -- while I stripped the rest of my clothes. I crawled up onto the bed and straddled his waist.

I was directly behind Judy, and started to stroke the soft skin of her shoulders with my fingertips as she rocked back and forth on the tip of Ken's lapping tongue. My hands stroked around her upper arms, tickling the warm depressions underneath, then moving to the downy velvet swell of her lower breasts. I felt an almost electric tingle in my fingers as I slowly circled her nipples, coaxing them erect with my fingertips.

I slowly stroked the swollen nubs between my thumb and the back of my knuckles. The dual pressure of my hands on her breasts and Ken's tongue between her legs started her quivering and I quickly moved closer, clasping her back to my chest to balance and support her as she began to moan softly between clenched teeth, "Oh god, sweet."

Her moaning turned into gasps as she pressed herself harder against Ken's clumsy slurping tongue and his lightly bristled cheeks. She arched her neck, her hair draping itself across my shoulders and stroking my face. I let my teeth begin to graze her earlobe then took her entire ear into my mouth and stroked the sensitive inner folds with my soft wet tongue.

My breasts were pressed tight into her shoulderblades, my own nipples, swollen, strained for the returning pressure of her skin. My pubic hair was drenched with my own moisture and I slowly tickled that hair across Ken's chest. His hands moved to my hips and began stroking up and down across my thighs, then one of his powerful hands moved between my legs where the back of his thumb grazed my swollen clit.

He slowly inserted two fingers inside me as I rocked behind Judy, gasping and mumbling nothing into her ear. "Turn around," she whispered to me, wrenching her pussy from his face and moving herself to straddle his long-neglected hips. I obediently twisted myself around, my legs spread over his mouth. My thighs could feel the wetness of his cheeks, still drenched with her scent.

I looked across his powerful body at Judy, positioned to receive his upward thrust as the first rubbery strokes of his tongue salved the twisted inner folds of my pussy. With two fingers on the base of his cock she slowly lowered herself onto him, the flared bulbous head and thick veined shaft gradually being engulfed in her warm, wet, downy mound.

When she had finally taken him fully inside herself she reached out her hands to me, and we fell together, hugging at first, then seeking each others' mouths where we let our tongues intertwine, savoring the soft warm strokes of our tongues on each others tongue, teeth, and gums. Our breasts swayed together, nipples grazing each other as we swayed to the gentle rhythm of our rocking together on top of Ken's muscular frame. My hands fell from her shoulders to her hips, then traced across the soft swell of her stomach to where my fingers could slowly twine in her sweet dark fleece.

I felt for the inner folds of her clit, and could easily touch the soft lips and swollen nub as they slightly stretched each time Ken's shaft invaded her. With the softest of touches in that most delicate of places I coaxed her into a state of even greater agitation and excitement. From the frenzied way she began to hump him and the way her breasts bounced against mine I could tell that she was about to come. Leaving my right hand to attend to her clitoris I moved my left hand to her breast where I gently grasped the nipple between my thumb and forefinger. She moaned helplessly into my mouth, arching her neck and quivering uncontrollably while her fingers grasped convulsively at my back and her cunt clutched at Ken's pulsating prick.

I pressed my own clit against the swell of his tongue and rubbed myself feverishly against the pressure of his lips and shortly joined her in orgasm, my own thighs clutching convulsively at his cheeks. With another short kiss she and I fell together on the bed, our arms around each other and our legs around our friend with the prick. After a few minutes we were again able to see straight and slowly started sorting ourselves out.

As I began to rise from the bed, though, Ken grabbed my hips from behind and forcefully reminded me he hadn't been adequately serviced. I sank back against his chest while Judy took his cock between her hands and positioned it at the entrance to my pussy. With a flick of her wrists she popped it up and inside me. The flared head stroked my inner walls, spreading the dripping moisture and soothing the fevered itching of my cunt. I stroked myself up and down, the cheeks of my ass rocking back and forth on his hairy abdomen. His hands reached up onto my chest and cupped my breasts in his palms.

I lay back across him and enjoyed the feeling of his lust until, as I lay there, I felt the gentlest of tender, warm caresses between my spread legs, then Judy's soft lips on my clit, teasing it, coaxing it to life, stroking my inner lips with her sweet warm tongue. She painted swirls of luscious dew from one side of my pussy to the other, reveling in my curly floss, lingering for eternal moments over my quivering tumescent clit, stroking the rigid shaft of Ken's prick where it entered my cunt-hole. I reached down and touched her face with my fingertips, the soft eyebrows, the taut cheekbones, the supple lips; then back across her ears to curl her silken hair between my fingers, to grab huge handfuls of her gorgeous locks as she slurped from the base of Ken's pole upwards to the puckered skin of my hole, stroking further upward to ravish the eager flesh of my clit with her silken lips and velvet tongue.

She continued these ministrations, her hands stroking across my belly, working gradually across my ribs to join Ken's hands on my tits, where she brusquely brushed him aside and teased the flesh of my breasts with the lightest of gentle strokes, upward across the hollow of my armpits to the puckered recesses of my areole. The gentle drip of my juices and her warm spit drooling across his prick and down along his balls finally sent Ken into a frenzied bucking of his hips, as with a guttural moan his balls sent their sweet warm load coursing through his prick to splatter against the deepest wells of my cunt.

The heat of his jism, the warmth of her tongue, the feel of their hands on my chest pushed me gently over the edge and I fell blissfully into a gorgeous, swooning orgasm that spread like fire from those precious points of contact out across the clenched cheeks of my ass and the relaxed swell of my belly. His prick plopped out of me, the last few gobs of his spunk shooting up to land on my pubic hair where Judy eagerly brushed it aside with her tongue. My hands still twined in her hair I pulled her upwards across my body to plaster her soft warm body against me, kissing her so deep, hard, and wet that I thought our mouths must finally melt together.

Our arms locked around each other and we rolled off Ken, who promptly rolled over and began to drowse. I murmured sweetness into her ears, heard the same from her, and as a burning wave of longing and desire flooded my ribcage, I decided that drowning in her blue eyes was the way I'd most prefer to die.