I have a special friend. She and I have had a unique relationship for many years. We met when she moved in next to me when she was 19 years old. We seemed to hit it off pretty good, as friends. I had recently been divorced, she was living with the love of her life. Unfortunately, they had a parting of the ways. Through the years she has had boyfriends come and go. I've had a couple serious encounters. We may hardly see each other for years or it may be somewhat more frequently. The last few months it has been regularly.

We have masturbated together on and off for many years.Some of my fondest memories include her. She comes over several times a week. My nickname for her is Blondie.Well, it seems Blondie isn;t getting much out of the once-a-week fucking from her boyfriend. She's always been one who loves to play with herself, but lately almost every time she comes over, her hand is in her clothes, touching herself. Sometimes she gets herself off. To her chagrine, she's started thinking about me when she's home sometimes, or even with her honey. She said she doesn't want to, but there it is. Personally, I'm honored to be thought of that way by her.

Indeed, Blondie still is an attractive woman.And to me, she still looks sexy, still has that erotic appeal. She still makes me horny!

Yesterday turned out a little different. Actually, way different. Another friend of ours, Tracy, has been staying at my house for over a month. I thought she may be getting a little bit suspicious, since Blondie and I close the door a lot when we "visit". Tracy is about 10 years younger, big blonde hair, slim, but tight, and a really cute ass. I get the hots for her even though I try not to. Though not particularly attractive, at times Tracy can look REAL good.
Well, yesterday...

I was laying up on my bed, kicking back, when Blondie came over. She was "in the mood". As I began to rub and squeeze the outside of my jeans, Blondie stood leaning against the side of my bed, her hand finding it's way into her pants. I could tell she was especially horny. It was contagious. I reached into my unfastened jeans and wrapped my hand around my balls and rubbed them. Time for the lotion! I poured some into my hand and rubbed it all over my now-enlarging cock. Blondie was feeling the power. SHe had both hands between her legs, occasionally taking one out to pinch her nipple or caress her breast. She looked SO sexy! It was really turning me on to watch her get into it! I pulled my cock and balls out of my pants. Soon they were pulled down to my knees. Blondie's pants were undone and open, her fingers tickling her clit. She had pulled her top up for easier access to her breasts. We were getting into it pretty good and starting to breathe a little hard when....
suddenly, the door flew open and in came Tracy. It happened too fast to cover up, so there were the two of us, in the middle of masturbating, caught red-handed, in a matter of speaking. I don't know who was the most surprised. Us in being caught or Tracy upon seeing us . 

"Oh my god."Tracy exclaimed.
"Shut the door,"I said quickly. 
She did, but from the inside. "What are you guys doing? Well, that was a stupid thing to say. I can see what you're doing!"

Blondie was so cool about it. After her momentary shock, she kept rubbing herself. "I'm so horny," she breathed. I took that opportunity to carry on, too. I reached for the lotion and applied some more, as Tracy watched. She kept glancing back and forth, from Blondie to me and back again. She kind of laughed and said,"Now you're making me horny!"

I hope so! I've always wanted Tracy to see me jack off and now here she was. So, I tried to show her just how much she turned me on. Soon Tracy was reaching for her pussy, too. Blondie asked her,"Do you like your pussy licked?" "uh-huh". Nodding towards me she says,"He tells me he's pretty good at it. And I'd like to seeif he is. I'd like to see him eat you out. I'd like to see him lick your pussy. Would you like him to do that?"
"I don't know if I want him to, though"
"Why not?" I asked.
"Because we're friends, that's why".
"I could make you cum and cum,"I promised.
"Get up on the bed so I can watch you play with yourself," Blondie told her. She complied.

So for some time the three of us masturbated and watched each other masturbate. It was HOT!! And getting hotter!
"Wouldn't you love to have your pussy licked right now," Blondie asked her
"Oh, yeah." Turning to me she said," Lick my pussy".

Oh, yeah. Would I? I didn't need another invitation. I was on it. I gave her a severe tongue lashing. My face was soaked with her juice after cumming twice. Blondie came watching us.Then Tracy reached out for my cock and began to stroke it. My swollen member felt so good in her hand. As she pumped on it, Blondie was at it again, erotic and breathing hard. Tracy wanted to make me cum, and she was doing a good job of it. I was on my knees, leaning back, watching Blondie get herself off again, as Tracy pumped harder and faster. Oh, I was going to cum! I could feel it boiling in my balls, getting ready to erupt. Here it comes! I gasped and tightened up, took a deep breath...and exploded! My cum splattered about, pushing Blondie over the edge, cumming hard. If I'm not mistaken, Tracy may even have cum again!

The three of us got a tremendous amount of enjoyment out of it. We talked about maybe doing it again some day.
Hold on, somebody's knocking on my bedroom door.
What a wonderful surprise. It's Blondie and Tracy, asking to come in.