I roll and look over to the phone seeing a missed call from Grant.  Probably wondering where I am.  Great….

I got up and showered the cold sweat off and eventually called Grant back.

“I’m sorry man.  I passed out when I got home.  Your call woke me up.”

“You sure this doesn’t have anything to do with what we talked about earlier?”

“No, just exhausted from the day.  I’m going to take a pass on tonight.  Some stuff came up at the doctor’s today that’s got my head spinning.  Tell Justine that I’m sorry.”  I promptly hung up the phone before he could argue with a reply.

I didn’t need any more off the wall shit today, but that just wasn’t in the cards.

About an hour later as I was just finishing making some eggs for dinner there was a knock on the door.  I at first ignored it as I thought it was Grant, but the knock came again along with a female voice.

“Matt let me in damn it.  I brought you dinner.”  It was Justine.  FUCK I didn’t want to do this.

I went to the front door and was about to grab the handle when it opened.  They had an extra key and she had used it.  There was a very tired looking Justine who was holding a tin foil-covered plate.

“I brought dinner to you since you skipped out on us tonight.  It’s lasagna and it’s damn tasty.”

“Thanks, J. But I was just making eggs.”

“Breakfast dinner, eh?  I think you’ll find this much more satisfying,”  she said as she just filed right past me and down the hall into the kitchen.

It took me a second to react and I turned to follow her.  I found her in the kitchen grabbing a fork from the drawer and heading towards the mushroom omelet that I had just finished.

“Jenn loved your omelets.”  Great, we were going to have another trip down memory lane.  This was not what I needed today.  She took the fork and had a bite, then unwrapped the tin foil covering the plate she brought.

“This is delicious.  Mind if we swap plates?”  I didn’t know if that was an implied reference to my earlier conversation with Grant or not.

“Be my guest.  Do I need to heat this up?’  I said grabbing the plate.

“No, it should be still warm,” she said through a mouthful of eggs.

“So, Grant told me you guys talked today.”

“Um, yeah,”  I replied awkwardly.

“Look, there is a lot more going on than you know here.  Things haven’t been the best for me either since Jenn died,” I nodded. “She was my best friend, Justine.”

I felt bad we really hadn’t spoken much about this in the past year.  One of us always avoided the topic one way or another.  Jenn and Justine had been college roommates and friends well before I had ever met her.  I remember first meeting Justine and getting the best friend once over to make sure I was good enough for Jenn.  The three of us were close since that day and eventually, Justine ended up the maid of honor at our wedding.

“So, what’s this all about?” I said through a bite of the lasagna.  “I’m trying to get through this, but I don’t think your solution helps, do you?”

“Eh, it’s a long story, Matt.  Jenn and I were really close you know?” she shot me a sideways glance with that.

“Um, Yeah?” I didn’t know where this was leading.

“Well, she and I shared a lot.  A lot about ourselves and, well, everything.”

“OK?  Was there something going on between the two of you or something?” Oh god had I missed this the whole time?

“No, no, no!  Well not really.  It’s not that!  We just shared a lot about each other’s lives.  Including our sex lives.  Um, like, your sex life and it was… it was really hot.  I envied you guys and what you had, and sort of lived through the stories she told me about the two of you.”  I was blushing now.  Fuck, how many intimate details did Justine know about me?  I couldn’t move and I had even stopped chewing.  What the fuck was going on today?

“I know she got off telling me.  She knew how it affected me and how I hung on to every detail.  You know she had that sexy exhibitionist streak and I think telling me satisfied that to some extent.  It started when she told me what happened after I left your little boudoir photo session before the wedding, and it evolved from there.  It was like I was feeding off that energy and needed it.  I never really told Grant much, but whenever she shared anything with me, I’d take my pent-up desire and release it on him and he loved it.  You were there a couple of times.  You saw me, you knew what you were doing then.”  She gave me a wry smirk with that, but I couldn’t respond.  I was frozen there hearing that all my most intimate secrets were shared with her.

“Things haven’t been the greatest in bed for a while with me and Grant, especially after Jenn died.”  She wrinkled her nose with that last part.  “I know for a fact you haven’t got back on the horse yet either and it’s been well over a year now.  I just thought…  well, we just thought that this might solve all of our problems at once.”

“My wife died.  I don’t need to fuck her best friend to get back on the horse.  What the hell are you guys thinking?” I was pretty short with that retort.

“Remember the ski house?”  My face was on fire now.  My god, is that what led up to what happened up there?  I swallowed hard and nodded my head yes.

“She told me about how you had fucked her the night before, not ten feet from us in the room next door.  She told me the details, the dirty talk, the slutty things you told her that next night on the couch with me watching.”  She was getting flushed and breathing harder now.  “How you made her do things she didn’t know she wanted to do…  How she did dirty things to you afterward…”

I was so embarrassed as all of the memories of that night came back to me.

*****

I remember that night vividly.  We were exhausted from skiing and had a few drinks late that night with Justine and Grant before heading to bed.  We were in the large common room of the rented condo that had three couches in a U-shaped pattern around the room.  The front of the room had a granite gas fireplace that was lazily pumping out heat into the room making us even more sleepy.  Above the fireplace was a big screen TV where a Westworld episode was winding down.

I looked over and both Justine and Grant were passed out on the opposite couch.  Justine was sleeping in Grant’s lap covered in a fleece throw blanket.  Grant was reclined on the couch with head tilted back and mouth wide open snoring softly.

I was happy with passing out and I thought Jenn was dozing off but as I laid on my side with her on her side behind me, she started rubbing my back. This is how it usually started in bed when she was looking for a little something.  I was intrigued since our best friends were about ten feet away from us on the other couch.  She kept rubbing her hand on my back and slowly inching closer.  Her mouth met the back of my neck with the lightest of kisses.

“Someone’s a little frisky tonight?” I told her

“It might be the wine?” she said huskily.

I reached behind me and started caressing her.  I started right behind her knee and slowly worked my way up.

“You know they are just right there, right?  They could wake up at any time,” I whispered.

I looked back and with a wry grin she whispered back, “We’re under the covers, and look at Grant, he’s dead to the world.”

I thought I was sure as hell game if she was, but I had just one problem. “I’ll be right back, hun.”  With that, I quietly got up and headed to the bathroom.  The drinks from earlier were catching up with me.  When I got back she was sleeping, or at least it looked that way.  Our friends hadn’t moved an inch and now Grant was loudly snoring. 

As I crept back under the covers, I discovered my wife’s ruse as she had only been feigning sleep.  Her bulky hooded sweatshirt was off leaving her in a thin t-shirt and no bra.  I also found my wife’s hand between her legs over her yoga pants.

“Getting more comfortable?” I asked.

“I was hot,” she whispered back with that pouty lower lip that I loved.

I finished creeping in behind her on the couch and started to kiss the back of her neck while I pushed my now raging hard-on into her tights clad ass.  As I was nestling in I also noticed her thong underwear just under my hip and decidedly not on her body. 

I kissed my way up to her ear and hissed into it, “You’re so naughty doing this in front of your best friend, aren’t you?  They could wake up anytime and catch you, couldn’t they?”  She gave the slightest of nods.

“I don’t think you can keep quiet enough,” I continued as I traced my hand down her arm to where she was rubbing her pussy through her tights.  I dove under her hand with mine and found she was on fire and her covered mound was steamy.

“Someone’s being bad, aren’t they?” I asked and again she nodded in response.  “Took the opportunity to take your panties off already, didn’t you?  You are such a little slut.  You’re my little slut, aren’t you?”  She nodded again as I playfully nibbled on her earlobe.

“Yesssss,” she purred.

As I adjusted, I looked up as Grant’s snoring was worsening.  I thought I saw Justine move but as I looked, it was just her chest rising and falling with her breathing.  I returned my attention to Jenn.  I started slowly tracing a line with my finger from her belly button down over her pussy. The lower I got, she started to adjust her legs to give me a bit more room to work.  This also allowed me to go lower and trace all the way down the crack of her ass.  As I got here she softly moaned.

“Be quiet,”  I whispered.  “If you can’t be quiet, I have ways of making you quiet,” I said playfully.

“You’re driving me crazy.  I can’t help it,” she whispered back.

I increased the pressure of my fingers against her pussy and started to aggressively rub up and down her covered slit.  At one point, I went lower and pressed into the pucker of her asshole and surprisingly she pushed her as right back towards my fingers.  This was a rarity for her. 

I only got ass play occasionally and usually when she was good and drunk, which I didn’t think she was currently.  I kept this up for what she must have thought was an eternity.  She was lost in the moment and started to moan a little too loudly.

“Last warning.  Shhhhhh,” I whispered.  I started grinding my hand into her pussy in a circular motion paying particular attention to her tights covered clit.  I knew what I was doing here and she was loving it.  She was rocking her hips to meet my motions and by doing this rubbing her ass into my rock-hard cock.

“Ahhhhrg,” she moaned again.

I moved my hand from between her legs and lifted myself up to grab her panties from underneath my hip.  Before she knew what was happening I swiftly brought them to her face and stuffed them into her mouth.

“That should keep you quiet.  You brought this on yourself,”  I whispered into her ear.  “Next time we stop all together.  Understand?” She nodded again as I went back to teasing her pussy.  I continued to kiss her neck working my way to her jaw.  She was breathing rapidly while her hand was caressing her breasts. 

I had only pulled the panties in the mouth trick once before and that was one of the hottest times we’ve ever had in all of our years together.  I’m not sure what made me do it then and I wasn’t sure why now, but looking at her with her eyes closed and her thong half sticking out of her mouth was driving me crazy.

Then out of the corner of my eye, I saw it.  Justine had her eyes open.  She wasn’t moving but she was definitely awake.  I kept up as if I hadn’t noticed.  Looking at Jenn with her eyes closed, she was blissfully unaware and I wasn’t going to stop.  Maybe I could push her over the edge with this tonight.

“Help me pull these down a bit,” I whispered into her ear as I started tugging on her tights.  She helped me pull the tights down over her very shapely ass.  She took the opportunity to take one of her hands and started rubbing my cock through my shorts.

I used the same approach as I had used to tease her over her tights.  I traced over her sensitive areas and let my fingers wander everywhere.  First with light touches then more firmly over time.  At one point, I again wandered to her little puckered hole and circled it.  She once again pushed back against me and I obliged by pressing my finger firmly against it but not penetrating.

“Such a little slut,” I playfully hissed into her ear.  She did not reply as the panties were still lodged in her mouth.  She did continue to lowly moan.

It was about this time that I looked up.  Justine was caught, or maybe a better way to put it was that I was caught.  Our eyes met.  I thought she’d close them and feign sleep but she didn’t she just kept looking.  Looking over her arm was moving in a rhythmic motion under the covers.  My god, she was touching herself watching us.  My head just about exploded.

I looked down at Jenn, again eyes closed and unaware.  Her mouth was full of her own thong.  A rush of blood went to my face.  It was one thing that she was watching all of this but I just realized she was watching Jenn enjoy herself with her own panties in her mouth as a gag. 'Yikes, this is going to make the rest of the trip awkward.'  Not much I could do about it now, though. 

I looked back up, furrowed my brow and made a, “Shhh,” motion with my lips to Justine.  I think the realization had hit her now and what looked like a gasp was forming at her mouth.  This quickly turned to a wicked grin followed by a wink.

At this point, I returned my attention elsewhere and I started working Jenn’s clit furiously.  I knew this usually got her off.  After about a minute, I worked my way to her ear again.

I whispered, “Keep your eyes closed.  She’s watching us.  Justine is watching you.  You dirty little slut, this is what you wanted.”  Her breathing got more rapid.  I darted from her clit inside her pussy repeatedly.

“She’s watching, and you can’t stop it.  You don’t want to stop it. Your best friend is watching me get you off with your pretty little panties stuffed in your mouth.  It feels too good to stop.  Doesn’t it?”

There was a low panty-muffled moan and a small nod yes to this.  She started bucking into my hand and breathing harder.  The thong fell out of her mouth as her face scrunched up.  She continued this very soft and low moan.  This was it, I just about had her.

“Go ahead.  Let it go.  Cum with her watching you.  Do it!”

I kept working her pussy and within a minute, her whole body tensed then shook.  She gasped and then she slowly relaxed.

I looked up across the room and I caught Justine’s eyes again.  I made a forceful closed eye motion to her and she closed her eyes.  Cuddling up to Jenn, she whispered, “Was she really watching?”

“Look for yourself.” She turned her head to see Justine in the same position she had remembered with her eyes closed and breathing softly.  Grant was still loudly snoring.

I smiled at her.  “It was super-hot though wasn’t it?”

“Let’s go to bed,” she said in a hushed tone.

“What about me?” I said pushing my hard cock into her ass.  She pulled up her tights, got up, grabbed her hooded sweatshirt, and turned to me and smiled.

“I’m going to bed,” she said, then smiled and walked off out of the room.

I didn’t know if she was playing with me or what at this point, but I had just gotten her off and I was in serious need of relief.  As I got up, the blanket dropped to the floor revealing my erection through my shorts.  I once again caught Justine’s eye and that wave of embarrassment returned as my face flushed.

Justine gave me a crooked smile as I looked back to make sure we had gotten everything on the couch.  I walked out without saying a word.  As I got to our room the door was closed.  I turned the knob and entered.  Jenn was in bed on her side curled up under the covers facing away from the door.  I got in bed and turned on my side facing the opposite direction and started to figure out how I was going to relieve myself.

I heard Jenn turn and then pull close to me.  Quickly I realized she wasn’t wearing her shirt as she pushed her naked pert breasts against me.

“Thank you.  That was incredible.  In fact, I’m still a little buzzed from all that!  Wow, that was so, soooo intense.”  She reached down and grabbed my cock as she continued.  “I don’t think I can handle anymore tonight, but I do think you deserve a reward, don’t you?”  I nodded in appreciation.

"I wonder what kind of reward have you earned?" she asked with a playful smile and continued, "A naughty reward? Yes, a very naughty reward for you I think!"

With that, she smiled and pulled me onto my back and continued to stroke my cock.  It hurt considerably from the lack of attention at this point.  She kissed me full on the lips ramming her tongue into me roughly.  She turned my head to the side and started nibbling on my ear.  She was pushing the buttons she’d come to know so well over the years on me.

Jenn then kissed down my body as she continued to stroke me.  The wait was agony!  I needed a release and I needed it now!  I sensed she knew this quite well and continued to tease me.  She licked me up and down, rubbing my cock on her cheeks.  Her hands had worked their way to my balls and just under my balls finding another button she knows drives me crazy.  At this point, she was using her playbook from over the years for when she doesn’t really feel like having sex, but wants to make me happy.  We were both fairly unselfish in bed to our mutual benefit.

Through my excited haze, I vaguely heard our friends go to bed in the room next door through the thin walls.  This was where she started deviating from her normal playbook.  Her hand and fingers were going quite a bit lower than she’d ever dared try before.  I looked down at about the same time she looked up.

“You didn’t think I was going to let you get away with being that naughty to me without any consequences, did you?” She had the most devilish smile saying this.  And with that she impaled her mouth on my cock, bobbing up and down with wild abandon.  At the same time, she was working my tight hole with her finger.  Just dancing around it almost tickling it.  I let out a very throaty groan.  This wasn’t anything I was looking for but it felt damn good and I wasn’t about to stop her.

Her mouth leaped off my cock and she started licking and sucking my balls, spreading my legs wide apart with her hands.  She had stopped her assault on my asshole and started stroking me as she was using her mouth in all manner of ways on my balls.  She stopped sucking but kept stroking while she looked up at me.  “Do you want me to stop?” she asked coyly.

I quickly and loudly yelled, “NO!” to that and she smiled.

“I’ll give you the same warning.  If you’re too loud I’ll find a way to keep you quiet.  You don’t want the neighbors to hear.”

I could hear grunts and groans from the next room with a rhythmic banging of the headboard against the wall.  I doubted they would hear me with the way they were going at it in there.  I think Jenn realized it too at about the same time.  While I was distracted she took her hands and lifted my legs up and even wider.  I was now in a very vulnerable position.

“Stroke it.  Stroke it until I tell you to stop.  If you stop, I'll stop.” 

She dove back down on my balls as I started to pleasure myself.  This was all new.  Once before, maybe in college, she had sucked my balls while I masturbated until I came. My head was about to explode and I wasn’t very far from the release I so desperately needed.  Unfortunately, Jenn wasn’t done with new experiences and worked her mouth and tongue down my taint and started licking my asshole.

“Oh, my god.  Why does that feel so good?  Oh, my god.”  I had no control.  I heard a muffled laugh from her but she didn’t stop.  She was using her tongue to penetrate me and it felt unbelievable.  My breathing got ragged and within about ten seconds my loins started to burn.  I held my breath for the upcoming release. 

She sensed it and replaced her tongue with her finger that she plunged into my ass.  That was all I could take.  I started shooting ropes of cum all over my stomach and chest as she pulled out her finger and swirled the tip of her finger around my asshole.

I slowed my stroking and looked up.  She has the sweetest smile on her face.  God, I loved her for these moments.  She was completely content with the fact that she had made me so happy in such a naughty way.  That made me completely taken aback by what she did next.

She grabbed my hand and started licking and sucking the cum off my hand.  When she felt satisfied that I was clean there, she turned to my stomach and started to lick the remnants clean as well.  Who the fuck was this woman and what had she done with my wife?

Looking up at me with a smile, she took the tip of her finger, the same that had just been in my ass minutes earlier, and started to swirl the last bit on my chest onto her finger as she leaned into me.  She was about to kiss me but as her face got closer, she replaced it with that finger and stuck it in my mouth. 

“Be a good boy and clean it up, please?” she asked in a dainty tone.  I dutifully sucked it and she soon removed it with a soft “pop” and leaned in to kiss me.  Another surprise as she had been saving a bit of me that she had cleaned up for this kiss.  It was hot as I tasted a bit of my salty self in that kiss.  So many new tricks from her in one night!

She broke the kiss and rolled off me.  “Now who’s the naughty one? Huh?  Oh, honey, it’s OK, if you didn’t like it just tell me and we’ll never do it again.”

I laughed at that.  “What got into you tonight?” She shrugged her shoulders continuing,  “That was really hot.  I don’t think I can even move right now.”  She turned to me and started giggling.

I was then aware of Justine calling out from next door!  You could barely make it out over the bed banging against the wall, but you could hear her moaning, “Fuck me, come on fuck me harder!  Give it to me!  Oh, I need it!  Fuck me!”

Less than a minute later there was a really hard slam of the headboard into the wall followed by Grant’s, “ARRGGGHHHHH!”  We could hear the bed shift and then muffled talking.

Jenn looked at me as she continued to giggle.  “I guess we weren’t the only ones who had a good night.  You sure she wasn’t watching me?”

I smiled as I thought about how Justine had probably gotten fired up watching us earlier.  Watching her best friend brought to orgasm with her own panties in her mouth would have been enough to get anyone’s engine going.  I looked over at Jenn who didn’t have any idea at all that this had happened.  I wondered what the next morning was going to be like.  I flashed to the feeling of my wife's tongue fucking my ass unexpectedly as I came and smiled to myself as I rolled over and drifted off to sleep

******

As all of those thoughts came quickly back to me, my cock started to stir and I realized I was still in front of Justine in my kitchen.

“Uhh, OK.  I mean I’m a little embarrassed and conflicted right now.”  The thoughts of Jenn and I being intimate had stirred up a great flood of emotions weirdly mixed now with embarrassment.  I was trying to hold back outwardly showing any of this.

“Hey, hey. This isn’t about that.  I was just trying to give you the larger picture here.”  There was a real look of compassion and concern on her face as she said this. 

“I miss her, and I still cry that she’s not here.  If I feel that way, I don’t even want to think about what you must be feeling.  Maybe I didn’t go about this the right way and maybe I didn’t think through this conversation before I came over.  Telling you how your wife recounted all of the intimate details of your sex life probably wasn’t the greatest of ideas either."

She added, “What I do know is, when I told Grant that night that I had watched Jenn and you, and you had known, it was the hottest sex we’ve ever had.  I used that for years to get him going.  We fantasized about it and well, those fantasies got bigger and, uh, more intense and well, included you two quite a bit.  When Jenn died, it just wasn’t there for us anymore and it’s a giant hole in our relationship and now there are some, uh, performance issues.”  This was all a little much for me to take in.  I certainly didn’t want to hear about my friend’s “performance issues.”

She continued, “You should see the porn history I stumbled upon a few weeks back.  Let’s just say it goes down a bit more of an extreme path.  After I found it I watched a little, maybe too much.  Grant and I talked a bunch about it.  There were some very specific things turning him on and… and I guess that led to the conversation you had with him this morning.” She paused for a moment.

“I’m just saying that this would be helping us out and I think it would be helping you out.  I’m perfectly fine forgetting this and never bringing it up again if you don’t want us to.  I just wanted you to know this isn’t coming from a place of pity.  I loved Jenn and loved you because of how happy you made her.” She was fighting back tears at this point.

“You just shut everything and everyone out.  You seem fine on the outside, but it’s just an act.  I can see that pretty clearly.  You’ve pretty much given up on any emotion.”  Justine was the second person to see through me today.  'What the hell was going on?  I thought I had this under control!'

“I wish this hadn’t happened.  Her accident, today, all of it, but it did.”  She was sobbing now.  “I’m sorry.  I’m sorry, Matt.  I’m sorry digging all this up was selfish of us, selfish of me and it obviously isn’t helping you.  I just thought we could both meet our… um… needs.”

I stepped forward and hugged her.  She wept into my shoulder and wrapped her arms around me.  After a few seconds, I nudged her back.

“Look, it’s been a long strange day.  I’m a bit overwhelmed right now and need some time to think it all through.” I stammered.

“I have a shift at 11 tonight and probably should be getting home to get ready,” she said as her voice cracked from the emotion filling her.

“Want me to walk you home?” I asked.  She nodded yes and we walked out the door and down the street a block to her house.  We didn’t say a word until she was walking up her steps.  “Thank you, J.”  She turned back, smiled, and watched me walk away.  I don’t think either of us knew what else to say.