She never planned on having an affair. It was just something that happened. She loved her husband and other men rarely crossed her mind, but then there was Tom, her husband's friend. Tom and Jim had known each other since high school and they were close. Tom had even been the best man at Jim's wedding five years earlier. The friendship had expanded to include their wives. They would all get together occasionally for dinner or just to talk. Things were really good for a while, until Tom and his wife began having problems that led to their separation. That is when the affair became something more than a fantasy for Alice. Alice had grown fairly close to Tom. It seemed only natural when she began to have sexual fantasies that included him. Many times while she was lying in bed she would touch her body and just let pictures come to mind. Early one morning while she was doing this her thoughts stopped on Tom and she was surprised at the intensity of her desire for her husband's friend. Her orgasm that morning was one of the best she had had in a long time. Alice continued to have these fantasies for several months. They became very detailed and elaborate. Then one day Tom called. Alice had no idea that Tom had felt desire for her. Through that conversation it became apparent to them both that there was something between them. They started talking about their fantasies that included each other almost every day. Alice looked forward to these times. It was nice to hear from someone other than her husband that she was sexy and desirable. They soon began to have phone sex, talking each other to orgasm on a regular basis. Alice was thrilled by this daring new twist on her friendship with Tom and her sex life. Tom and Alice continued their affair on the phone for quite a while. They both suspected that someday it might go further, but neither knew how soon. The physical affair started when Jim had to work late one evening. Tom had been invited over for dinner and Alice didn't want to cancel on him, so they would dine alone. She was very careful in preparing dinner that evening, making sure everything was just perfect. She set a table for two and as dinner was at a point where it could be left she went to shower. Alice carefully washed and took the extra time to shave her legs and trim her pubic area. She applied makeup and perfume, wanting to look her best for Tom. She was so excited at the idea of having him to herself that night. She checked on dinner and the clock, Tom would be there in twenty minutes. She felt butterflies in her stomach and a tingle between her thighs. There was just enough time to bring herself to orgasm. Alice went to her bedroom and propped herself up on pillows so she could see her mound. She stroked her breast and pinched the nipples savoring the stab of pleasure/pain each pinch brought. She slid her hand all over her body, caressing her breasts, belly, thighs and finally her own sex. She could smell her excitement in the air as she cupped herself. She let her middle finger gently part her lips and her thumb fall on her clit. Her other hand was still pinching and pulling on her nipples. Her hips began to rock on their own as she drove first one and then two fingers deep into her wetness. She was very close to one mind-blowing orgasm. She moved her fingers faster, fucking her pussy just right, imagining it was Tom in her. Her body tensed and her breath caught as her climax flooded her senses, wave after wave of sweet release crashed over her. Alice lay there for a few moments more until her breathing was normal and she could not her the pounding of her heart any longer. It was a good thing she got up when she did, Tom would be there any minute and she had to get dressed. Hurriedly she chose a knee length black and white print skirt and a spaghetti strap tank top sweater. She was just about to slip on the black panties when the doorbell rang. She threw them down and ran to answer the door. Tom looked great, in his jeans and boots. Alice let him in and they had a beer while waiting for dinner to finish. Alice explained to Tom that Jim would be home late because of work. She was at the stove putting the finishing touches on their dinner when Tom came up behind her and slid his hands around her waist. Alice melted in his arms. She had been waiting so long to feel his touch, had spent so many moments wondering what it would feel like to be in his arms. She turned off the fire and then turned to Tom. She was looking in his eyes as their lips met for their first kiss. He was so soft but firm with her. She was completely lost in Tom's eyes and his kiss. She let her hands roam over his back and arms. He was pulling her closer, his hands pressed at the small of her back. He slipped a thigh between her legs as he pushed his hands under her sweater. Alice trembled with both fear and excitement. His hands were so warm and she could feel their strength. She broke the kiss and without a word led him to her bedroom, the room she shared with Jim. She had wondered what he looked like and now she was going to find out. She closed the door and turned back to Tom who was standing at the foot of the bed. She took the three steps to him and placed her hands on his chest. She unbuttoned his shirt and pushed it open. She rubbed her palms all over his chest, and leaned in to flick her tongue across his nipples. She kept licking and sucking first one and then the other nipple as her hands moved to his jeans. She unbuttoned and unzipped them and pushed them down over his buttocks. Alice moved her hands to the front of Tom's underwear and felt him hot and hard. She traced her fingernails over the bulge of his cock. She lowered herself to her knees and pushed Tom's jeans down further and then pushed the underwear down, freeing his beautifully hard dick. Alice brought her hands up the inside of Tom's thighs and cupped his balls in one hand and took hold of him with the other. She began to stroke Tom's hardness slowly while looking up at the pleasure on his face. She loved when he closed his eyes and just let himself be touched. She brought her lips to the tip of him and kissed, then licked, letting her tongue move all over the head of his rigid organ. Slowly, savoring each inch, she drew Tom into her mouth until he touched the back of her throat. Then she pulled off, almost all the way and slowly swallowed his cock again and again. Alice was terribly horny by this time. She needed this cock, Tom's cock, to fill her pussy. She stood and pushed him back onto the bed. Alice pulled her sweated over her head to reveal her full breasts and hard nipples. She straddled Tom and guided him into her. She moved down him slowly, wanting only to feel as much as possible. It felt so good inside her. Alice started moving on his cock letting it fill her full and then moving up until he almost fell out. As her desire grew, so did her motions, faster and harder she fucked a very willing Tom. He placed his hands on her hips helping to hold her as he met her thrusts. They fucked furiously until she felt him growing even harder in her pussy. Then she felt him tense and as he fucked her. She was so excited that he was close she felt her own climax coming. After a few more hard strokes they both came together, his hot seed spilling deep within her quivering womb. She collapsed on his chest breathing hard, his heart pounding in her ears. Slowly they recovered and Alice felt Tom growing hard again. She knew that this was only the beginning of the affair and that they would have a lot of time to explore their fan- tasies as they got to know one another's bodies.