We were in her Van, parked at the top of the cliffs at Black's Beach the first time I brought the subject up. I had always wanted to watch my wife fuck another guy while I watched, but she didn't want any part of it. Maybe my girlfriend would be more receptive to the idea. Our affair was over a year old at the time and calm- ing down some from the frenetic start we enjoyed. I asked if she had ever thought about making love to two guys at once, she said that she had, but never had an opportunity to try. I told her that I could make it happen if she was interested. From the way her kisses increased in intensity I felt I had my answer. The first questions were who, and how do I know he doesn't have any diseases, good questions in this day and age. I told her I had a good friend at work that I'd known for many years, married and not active out- side of his marriage but had been talking about how bored he was getting. Having made a couple of cruises with him, and seeing him in the shower the added bonus was he happen- ed to be hung like a horse. (Almost). She asked if I had said anything to him, and I said that I hadn't but if she was interested I would drop a hint and see what his reaction would be. With her approval I did. His reaction was fairly predictable, at first he thought I was kidding but got very interested when I assured him it wasn't a joke. About two weeks later, when our time had just about expired at our favorite pay by the hour motel I asked if she wanted me to give Jerry a call, I knew his wife was working and if he was home he would be alone all afternoon. She said well, I don't know but what the hell, so I got dressed and called Jerry up from the pay phone outside. He was home, I asked him if he felt like some company, I still think he didn't believe I was serious but he said sure, c'mon over. The ride from Point Loma to North County was very quiet, a lot of silent looks back and forth. She was very nervous and so was I. She held my hand very tightly as we walked up to Jerry's door and rang the bell. He met us with a cold beer and after nervous intro- ductions we went upstairs to his computer room. I could tell he was impressed, she's a very pretty lady and has a trim figure to match. The beer and Jerry's quick wit soon had us relaxed. He put an X-Rated movie in the VCR and we commented how we had been watching movies all morning. He had picked this one very carefully, the TV screen was filled with 2 guys and 1 girl. We watched quietly for a while, my dick was trying to rip its way out of my Levies and the air was so thick with sexual tension you could cut it with a knife. We were sitting on the floor in front of the TV and Jerry asked if anyone wanted another beer. I said yes and bring back the Cuervo too. While he was gone I leaned over and pulled her to me and we started kissing like there was no tomorrow. By the time Jerry got back we were stretched out on the floor and I was fumbling with her belt. The same belt I had unhooked a hundred times was all of a sudden giving me problems. I said please give me a hand here man, I can't get this undone, Jerry laid down beside us and we very slowly unsnapped her jeans. I moved down to her feet and took off her sneakers and socks, Jerry had her jeans unfastened and she picked her hips off the floor so he could slide them down her legs and off. I moved back up and pulled her sweater up and over her head, now she was only wearing white bikini panties, Her pink nipples were hard and we quickly each started sucking on them while taking off our own clothes. When I finished undressing I moved down and started kissing and sucking on her between the legs, through her panties. When I looked up she had Jerry's dick in her hand and was open- ing her mouth to take it in. He was impressive even when only partially hard. I left her panties on and continued to eat her until her crotch was totally soaked, I moved over and watched her suck Jerry's dick, I knew he was enjoying it cause she loves to have a man in her mouth, I asked if I could have a shot of that and he pulled back to let me take his place. By this time I knew she was ready to fuck him, and like she was reading my mind she pulled her panties off and opened her legs wide. Jerry moved between her legs and I asked him to kneel cause I wanted to watch his dick slide into her, He rubbed the head up and down her crack several times and then almost like he was teasing, he put the head in, I watched her cunt lips spread as he pushed in and then they closed back around his shaft as he got deeper inside her. He started thrusting slowly, each time he went in farther until finally he was fully buried. I watched her face as he started to slam into her and knew she was loving it. I moved up and touched her mouth with my dick and she took me in as well as she could considering that she was being pushed through the carpet by Jerry's thrusts. Jerry started pumping harder and I knew he was going to come and that was enough to bring me over the edge, as he filled her pussy with come I filled her mouth. We kind of lay there in a heap for a while, we were all grinning like bird fed cats. I had always thought that a threesome would be fun and I was right. I leaned over and sucked one of her nipples into my mouth and got it all wet, we had just fin- ished passing the Cuervo around and I shook some salt onto her nipple, licked it off and took another shooter, by the time came to get dressed and leave we had salted just about every part of our bodies you could imagine. It turned out to be the best day I have ever had with my lady, we got together pretty regularly after that, until Jerry trans- ferred back East, I'm still seeing her on occasion but we never have enjoyed another threesome.