Though both of our hubbies traveled a lot, Fran and I couldn't get together that often. This evening, I drove over to Fran's place dressed in my favorite short red skirt and a skin-tight black pullover. Fran had come to expect me without underwear, and tonight was no exception. When she came to the door, she looked at my protruding nipples, handed me a glass of rose, and grabbed hers off an end table. Fran wore a see-through night dress without matching panties. She was growing a little patch in front. I'm sure it drove her husband crazy, and it was doing that for me. Her nipples told the same story as mine. We kissed briefly, sipped the wine, and set the glasses back down. We were already too wet to hold off our passion.

Our arms drew us tightly together. Our breasts slid up and down against each other as we began deep, murmuring kisses. I felt my insides swelling up as she reached for the fabric hiding my boobs. I squeezed her nipples through the silky mesh of her night dress. Her knee came up between my legs. I felt the skirt’s cloth against my smooth-shaved lips. I moaned quietly as she rubbed her leg there. When she lowered her foot, I pushed my own knee into her night-dress and between her legs. Her cool moisture soaked through to my bare leg.

I wanted to touch her beautiful orbs. The night-dress had a deep V reaching down to her navel. I pulled it apart and lifted those globes up to where I could play with them and reach them with my mouth. "Oh, yes, yes," she spoke as I licked and sucked them one by one. A tug at the shoulders dropped the night dress to the floor. I pushed her back, back toward her bedroom. Partway there, she grabbed my arm and dragged me in there almost running. The bedcovers had already been pulled over. I shoved her back onto the bed with her legs hanging over.

"Oh, Nancy, Nancy," she exclaimed as my tongue worked its way down to her navel and circled there. Her legs flew apart showing me how wet and inflamed the flesh around her vagina was. I pulled her lips apart to see more of her dampness and find her bud. She screamed when I tasted it. She writhed when my fingers played at her opening. "Fuck me. Fuck me," she begged. I pursed my lips around her clit and slid two fingers in.

I fucked her like that until I could tell she was ready. Then I took out my fingers and lifted her butt to allow my tongue to enter her love hole. A gush of her juices ran over my chin and down to her rear as her orgasm exploded. "Don't stop. Don't stop," she grunted. My thumb found her little nub and pressed it with a circular motion. My tongue continued to lap at her gushing vagina. Her juices had run down to her anus, and I used my other thumb to lubricate her rim and penetrate her there. A series of guttural moans told me she was finished.

When she tugged at my shoulders, I knew it was my turn. She tore off my pullover as she dragged me up to lie side by side with her on the bed. We covered each other's faces with kisses as we played roughly with each other's boobs. That ended quickly as she moved downward to my chest and reached under my skirt. Somehow, the skirt came off. She sucked hard on my nipples, one by one, while her hand rubbed forcefully against my bare sex. My back arched in response as I exhaled loudly. She shoved two fingers deep into my vagina and wrapped her mouth around my mound. Her tongue played between my lips as she chewed on my mound.

Within seconds, a fire from my toes to my scalp lit off a screaming orgasm. My whole body shook and rocked. "I'm gonna pee. I'm gonna pee," my pussy told me when she entered me with her tongue. Instead a gush of my sex juices washed over her face. I arched my back uncontrollably for an unbelievably long time while she used my cum to rim my asshole with her finger and plunged her tongue in and out of my sex. Then it was over. I collapsed back against a pillow, panting, covered in sweat.

Fran kissed my legs and my pussy and worked her way up to my face. "I'm sorry. I didn't expect that to happen," I told her as I licked off her cheeks and lips. The musky aroma of our love making filled our nostrils as we pecked at each other. A leg pressed against each of our swollen pussies.

The moment came when Fran mentioned an idea that had been percolating in her imagination, "There's a pub with bands and dancing in an old warehouse down in Annapolis. Never know what might happen there."

"When?" I asked.

"It's only 5 o'clock. We could go tonight."

"I don't even have panties on," I complained.

"Won't that be a surprise for someone," she countered. "But I should probably lend you a pair for your purse," she added after a few moment's thought. "Never know what might be running down your leg on the way home," she giggled.

Considering the heat of our romp that was just wearing off, we decided we'd better shower, which we did together, soapy hands gliding over each other's bodies, which included special attention to special places. When the soap was gone, we fingered each other until we both came again.

We got dressed. Fran's skirt was just as short as mine, and she also chose to put her underwear in her purse.

"I guess we won't be waiting for the next crab fest," I quipped as I rode shotgun in Fran's SUV.

Fran and I sat at a booth and ordered our drinks. When they came and we had a sip, we stepped out onto the tiny dance floor. On maybe the third dance, we watched two very put together men get up from their table and approach us just as the music got slower.

"Two ladies shouldn't have to dance with each other," one of the men said to us. Then, suddenly getting embarrassed, "Uh. Unless. You know." I noticed a heavy accent. Was it French?

I smiled at Fran and then replied, "Are you asking to dance with us?" Not waiting for an answer, I turned to one of them and took his hand. Fran did likewise. After a couple fast dances, I suggested, "Why don't we sit down?"

"I'm Giovanni, but you can call me Gio," the taller one said.

"I'm Edoardo. Ed," the man who danced with me said. "We're from Italy."

Fran and I introduced ourselves. "What brings you two to America?" I asked.

"We're here for some training at the Naval Academy," Ed replied.

"You're, like, officers? In your navy?" Fran asked.

They nodded.

"Where's your ship?" I asked.

"La Spezia," they replied in unison. "We flew here," Ed added.

Having seen their rings, I teased them, "Two married Italians hitting on two married American girls."

"Well attitudes are a bit relaxed for us," Gio replied. I wasn’t sure I could believe that but I didn’t object when I felt his hand on my leg under the table.

“Oh my,” I thought. Things were moving along quickly. I reached behind his arm and put my hand on the side of his leg. Gio's fingers started to pull up my skirt. I wondered if Fran noticed, but Ed's hand wasn't on the table either. Gio's hand moved up the inside of my leg.

I looked him in the eyes. "Oh my," I mumbled out loud, as I felt myself getting wet.

I smiled at him when his fingers found my naked pussy lips. "Oh my," he replied when he realized I didn't have any panties on. “Oh my,” had become the quote of the night. A finger pushed in between. My hand started searching. I found his cock aimed down his leg. I could tell it was getting harder. I rubbed it. He rubbed me. We kissed politely, considering the public setting. I saw Fran take a huge deep breath.

Everybody's hands ended up on the table when Fran saw the waitress headed our way. "Another round of drinks?" Everybody nodded. "You guys were drinking beer, right?"

"On second thought, maybe we should get a couple bottles of chianti. To go," Fran piped in.

The waitress, who had seen the boys join us, knew exactly what was happening. "I have to pour at least one glass before you can take the bottles."

"No problem," Ed agreed.

Waiting for the wine gave us a chance to work out some details.

"Where are you staying? Not on the base I hope?" I asked.

"No, we're at the Hampton Inn," Gio replied. "I hope you don't mind, but the Italian navy makes us share a room with two beds. We bunk together at sea, after all."

"That sounds like a lark," Fran giggled.

"Well, it would be a lark with you two," Ed quipped.

The waitress brought four glasses and two open bottles on a tray. She set everything down, poured a barely qualifying taste in each glass, and dropped the check. ”Have a wonderful evening,” she quipped with a wry smile.

“Maybe you should join us,” Fran offered, half in jest.

“Ha, ha,” she replied and turned away.

I grabbed Gio's hard and squeezed. He managed to find my hole and get a finger in. With our other hands, we emptied our glasses. Fran and Ed were kissing, and it was painfully obvious what was going on under the table.

"You two better get a room," I joked. The two naval officers laid down enough cash to cover the bill and a generous tip and led us out.

The hotel was only a block away. Before we went any further, the men established that we didn't need to shop for condoms. The men had walked to the pub. Fran decided to move her car, not being sure how long she might be leaving it. I walked arm in arm with Gio. We waited in the lobby for Fran, and all took the elevator.

Gio and I started kissing as soon as the door closed. He dragged me over to the nearest bed, pausing to set his bottle on the end table. Ed pushed Fran against the door, somehow set his wine on the floor, and pulled up her top and skirt. She opened his pants and guided him in just like that.

"I always wanted to take a girl in her clothes who had no undies on," Gio told me. I pulled up my top and opened my legs without pulling up the skirt.

"Well, you better fuck me, then," I challenged him.

I watched him unzip and take out a lovely uncut shaft. He lifted my skirt and entered me without further ado. His strokes were deep and powerful as he held onto my tits. I pushed up with all my strength against each drive. In just a few minutes, I was sure he was about to cum, but he pulled out. Instead, he dropped down and, raising the hem of the skirt, stared at my engorged pussy. Then, he planted his face between my legs and started licking. His tongue set my clit on fire while I don't know how many fingers, it must have been three, forced their way into my vagina. The orgasm that hadn't arrived with his penis came on with loud gasps. As it crested, he squeezed my tits and reentered me with a little guidance from my fingers. It wasn't long before his climax joined mine and filled my begging hole.

As we both collapsed, I realized I had lost track of Fran. She was on her knees on the other bed. Ed was pounding her from behind with his hands reaching under her to tug on her boobs. His pace quickened, his breaths, spasmodic. He was cumming. He kept at it until his weakening shaft popped out. It glistened with her juices and droplets of his jelly.

"Oh shit, that was good," she exclaimed.

"Me, too," I extolled.

After we all caught our breaths, Fran said, "Maybe we should work on that wine."

The men retrieved the bottles and plastic cups that came with the room. Since the room only had one desk chair, we sat on the two beds facing each other. I was pretty sure Fran and I were leaving spots on the bed covers if we hadn’t already, but that was housekeeping's problem.

"Do you two find girls in every port?" I asked Ed, who was sitting across from me.

"I stay away from whores, so it only happens once in a while. Bar pickups, mostly," he answered. "Besides, we aren't in port that much and when we are, we're pretty busy with the ships."

"Same for me," added Gio.

"And the ladies back home, are they staying faithful?" Fran asked.

"I'm pretty sure she has her fun, but we don't talk about it," Ed admitted.

"It must be hard for her, me being away so much," Gio agreed. "I couldn't be mad at her, but I'd rather not know. Jealousy isn't rational."

When the wine was gone and I could feel the buzz, I leaned over and put my hands on Ed's knee. "You guys clearly know how to have fun." I slid my hands further up his legs. His cock was already swelling, and I intended to improve on that.

Wrapping both hands around it, I just pulled on it and rubbed. Then, I dropped to my knees between the bed and pushed Ed back to lay flat. With the tip between my lips, I kept stroking him 'til he was rock hard. I gave him the full treatment, licking Fran's musky flavor off the sides, sucking on his balls, gnawing. I took him deep into my mouth and bobbed up and down 'til his breathing told me he was ready.

I paused enough to ask, "Pussy or mouth?"

Mouth it was. I took Ed in again, absorbing his thrusts, and finally sucked jet after jet of his cum into my throat. I swallowed most of it but showed a small portion on my lips to the others. Fran didn’t look; her back was turned. She was bouncing up and down on Gio's dick. It wasn't long before their moans told me their time had arrived.

"I've never seen another guy get laid," Ed commented. "Awesome."

My pussy was aching for more, and Ed's dick was not completely gone. I rubbed it and sucked it some more. His fingers played with my clit and found their way inside. I worked him until I could sit on his cock and moved up to do that. After he was inside, I laid down on his chest for kissing while he pounded me from below.

"You came back up quickly," I whispered.

"Blue pill," he admitted in my ear. He got his hand between us and was playing with my clit while we fucked. I came before he did, but soon I felt his hot discharge deep inside me.