It had been several years since Nicki had slept with anyone else, and our sex life was adequate. Not spectacular, but good enough. She was now 38 and was losing interest in some activities. In particular, she seemed to almost completely lose interest in sucking cock, and had definitely decided she didn't want me to cum in her mouth any more. She said she didn't know why, but it just started turning her off. I thought this was strange considering her past experiences and the fact that she had probably swallowed several hundred of my loads over the years. Anyway, back to the story. Let me describe her. She is about 5' 2", somewhere around 125 pounds, good body, about 36-27-35, dark black hair, blue eyes, and a pinkish complexion. She has terrific legs and a round, tight ass. She has some scarring from giving birth to 3 children by C-section (which has kept her pussy very tight). She is in good shape, though the scarring has created a small paunch, which is often mistaken for a slightly big waist. Pressures of life had started getting to her and she made a habit of getting away on her own for a few days each spring. Until this year, it had been a trip to visit her parents and sisters. However, her family recently moved to within a two hour drive and she saw them a lot more often, so that wouldn't do this year. In talking with a Terri, mutual friend of ours, they decided to go on a short trip together - down south where the weather was warmer. They decided on Hilton Head Island since Nicki got a substantial discount at a hotel there which was affiliated with her employer. They took off on a Sunday night and planned to drive through the night and arrive there in the morning. Let me take a moment to describe our friend, Terri. She is blond and very sensuous, but not the thin attractive type. She has a few large features, including her breasts, and sometimes has a weight problem. But, she carries it very well and is very cute. She also has a wild streak. She spends a lot of time screwing around and even visited swinger clubs with one of her previous employers. Back to the story. They had a wonderful time. They hit various pubs and bars at happy hour, got badly sunburned on the beach, and visited the magnificent plantations in the area. On their first day, they became acquainted with a young man in his early twenties who worked at the resort. Just on a friendly hello basis. Later that evening, they ran into him again at a Mexican restaurant where he worked a second job. They became friendly and he offered to point them to some interesting places. Over the next couple of days, the women flirted with him as women are apt to do in these situations - nothing really serious, just some fun. On their last evening, they ate at the Mexican Restaurant and Matt, the young man, was on duty. They sat in his zone and talked and flirted all during the 3 hours they were there. Terri seemed intent on embarrassing him with her sexual innuendos. When they got up to leave, Terri slipped a note into the check wallet for Matt. The note said to come by their room after he got off and had the resort name and room number. She didn't tell Nicki about it until much later. After visiting several drinking establishments, neither woman was feeling much pain, except for the more intense areas of sunburn. About midnight, Terri remarked that they had to get back to the hotel to rest up for their return trip in the morning. She added that she left the note for Matt and he got off duty at midnight. I spoke with Nicki shortly after they got back to their room, it was about 12:15, and she told me she had a great time and told me of some of the night's adventures, including the note to Matt. I asked her what they would do if he showed up and she said she would let Terri handle him. A few minutes later, she said there was a knocking on the door. Terri opened it and it was Matt. Nicki said she had to go but would call me in the morning after they awoke. Turns out she called me about 2am and had a very interesting story to tell. Terri had invited Matt into the room and he produced a bottle of Tequila, a 12-pack of Coors Lite, and a bottle of Chablis. He said he didn't know their preference so he decided to cover al the bases. Terri shouted "shooters!" grabbed the Tequila and went to gather some glasses. They had a few shooters and talked, with Terri and Matt getting more and more friendly. It was clear to Nicki that something was going to happen. She felt helpless, though, because she felt too drunk to wander out of the room at 1am alone, but was uncomfortable staying. She told them she was going to take a long soothing bath and they had the bedroom to themselves. In her bath, she could hear Terri giggling, occasional moaning, and more giggling. She let her imagination run wild with what was happening in the other room. This got her quite aroused and very horny. After about an hour, Nicki was getting a little water-logged and had to get out. She thought the coast was clear as she hadn't heard anything for a while. She threw on her robe, slowly opened the door and loudly announced she was coming out. Entering the bedroom, she saw Matt sitting in the arm chair with his shirt unbuttoned and naked from the waist down. Terri was on the floor between his legs with her dress pulled back to reveal her breasts. She was slowly sucking on Matt's cock.. Nicki started to leave, but Terri stopped long enough to tell her to stay, that they were almost done and Matt had to leave soon anyway. Nicki was a bit out-of-sorts, but also very excited. There was literally nowhere in the room she could go without this sexual act being in plain sight. She decided to lay back on the bed and watch. She offered comments about how nice his cock looked and on the techniques Terri was using. After a few minutes Terri told her she should come show her. Nicki blushed and told her she couldn't. She got up to go fix another drink, which caused to her pass right next to Terri and Matt. She downed another shot quickly, then poured a glass of wine. She was now only a few feet away and had a perfect view of Terri's mouth sucking in Matt's hard cock. She was about half of his 7 or 8 inches with slow strokes, stopping on when her lips were around the head to swirl her tongue around it. Matt alternated between watching and laying his head back with eyes closed. Terri told him to relax and give her "some more". Nicki asked about that and Terri told her she had already sucked him off once. The first time took only a few strokes and was too fast for her to get into it. She said she really wanted to fuck him but her sunburn really hurt, especially on her ass. Nicki asked how long she had been at it and Terri remarked it had been about 20 minutes, but she couldn't get him to shoot again. Matt added that this was normal for him, quick the first time and a real long lasting hard-on every time after that. The women looked at each other and Terri said, "Now I know, I am sorry I can't fuck him!" After several more minutes, Matt commented that he really had to leave and Terri sounded disappointed that she hadn't been able to get him to unload again. She asked him to really relax and give her a few more minutes. Matt said he really wanted to cum too. He said his balls were beginning to ache and he could stay about 5 minutes more, but really had to get going. Terri started sucking again while Nicki looked on. A few minutes passed and Terri mentioned that perhaps it wouldn't work and her mouth and neck were starting to get sore also. Matt had an incredibly disappointed look on his face, but agreed. Terri sat back away from him to stretch. At the moment, Nicki rushed over and lowered her mouth to his cock, sucking it into her mouth. She kneeled between his legs and bobbed her head on his hard member. Then she stopped and licked along its length and took his balls into her mouth. Terri watched and commented "Go for it girl!" Nicki smiled and said they couldn't send him away like that. She returned to the head of his cock and pursed her lips. She slowly started sliding it into her mouth, over her tongue, and into her throat. A second or two later, she had his whole cock in her mouth and her nose pressed into his pubic hair. Terri and Matt gasped in unison. Nicki then skipped her lips up and down his shaft, sliding the head of his cock into her throat on each stroke. This went on like this for a short while, Matt started humping his cock into her mouth as well. It soon looked like he was fucking her mouth. Nicki was really moaning, almost as load as Matt was. Terri then did something completely unexpected. She reached under Nicki's robe and started fingering her clit. This set Nicki off in convulsions as her orgasm hit her. While she was cumming, she put her mouth in high-gear on Matt's cock. She could feel the cock in her mouth getting harder and seemingly longer as it entered her throat on each stroke. She ran her tongue over it and sucked its entire length. Then, Matt screamed "Oh, my God - I'm going to cum!". Nicki removed her mouth and motioned Terri over. Terri took his cock into her mouth and had just closed her lips over the head when he started to shoot. She tried to swallow all of it, but a few drops managed to get past her lips and onto her cheek. She sucked on him a few more minutes, until his hardness subsided. He looked wiped out and said he really had to go, but he wanted to stay. They agreed as they needed their rest for the drive back home early in the morning. He dressed, kissed each of them deeply, and then left. Terri told Nicki she looked like she had fun. Nicki said she had never been that turned on sucking a cock before. She had always looked at it as "servicing the man" which wasn't very arousing on its own. Certainly as part of a long love-making session. Bother women were a little embarrassed at their own actions but chalked it up to the liquor and the sexual tension in the room. Terri asked Nicki why she didn't let Matt cum in her mouth. Nicki responded that, while she knew I allowed her to fool around if she wanted to, she really didn't want to. Terri said "Don't you think that taking a young man's hard cock into your throat falls into that category?" "I guess so, but I feel a little better about it this way. I really didn't do much more than kiss a part of his body, you are the one who actually sucked him off! And anyway, isn't this place called Hilton HEAD?" said Nicki. Terri said the issue was up to debate. Matt would have cum even without Terri's mouth and that was all due to Nicki's sucking, which then made it an official blow- job. They talked about it a lot during the 10-hour ride home and Nicki got really turned on again. By the time she arrived home, she was hot-to-trot. I certainly made out well from that, but that's another story.