I’m pretty new to swinging and though I’d heard about people making love in groups, frankly, the idea had never appealed much to me. However a few weeks back it happened for the first time. I've been seeing Janet for about three years. It’s a simple, sexual relationship with no strings, agreeable to both of us. Her husband was some years older than she was and, though she would never consider leaving him, the evenings and nights we spend together give her the sexual fulfilment missing from her marriage. Janet is 43 now, a few years younger than me, and though she’s had a couple of children she's kept her figure trim and her sexual appetite very much alive. Janet had often talked about her friend, Frances, whose married life was equally sexless and who not long ago had met an old boyfriend again. Frances's husband was particularly possessive and she could only meet her boyfriend, Tom, for occasional dates. A night out with Janet was Frances's only excuse to stay away and she couldn't use it very often. Anyway, just recently Janet's husband took early retirement and they moved to East Anglia which meant the end of our relationship. Fortunately, her aged mother still lived near me here in Leeds and so we manage to have the occasional, if infrequent, evening together. It’s invariably at short notice, but my social life has always allowed for last-minute arrangements. Janet has always been an inventive lover, never afraid to suggest something new and over the period of our affair she taught me a great deal. At the beginning of last month my phone rang and a husky voice said, "I'm visiting my mother tomorrow. She's in need of some loving company and after I've seen her I could do with some of the same myself - are you free?" No names, no hello, how are you? - typical Janet. She suggested we met in the bar of an hotel on the south side of Leeds and explained that she was giving Frances (whom I’d never actually met before) an alibi so she could get together with Tom. I arrived late and found Tom, Frances and Janet were already into their first drinks. Tom and Frances were introduced to me and the four of us settled down for a friendly drink. Frances and Tom were a bit older than Janet, but clearly utterly engrossed in each other. As their glasses emptied I asked what the ladies would like to drink, but Frances, glancing at Janet, said she'd booked a room in the hotel and had some bottles there - why didn't we all go up? I looked at Janet who smiled back her agreement and we made our way upstairs. Both the women were wearing ordinary, day wear; Frances had a white cotton blouse and a light blue pleated skirt, Janet was wearing a dark blue blouse and a slim, navy skirt. Frances and Janet saw to the drinks whilst Tom and I perched a little uneasily on either side of the double bed. The ladies came to their respective sides of the bed and sat down beside them. I glanced at our image in the mirror on the wall opposite the foot of the bed, and thought how odd the situation looked, two couples with their backs to each other on either side of a bed. For a few moments Frances and Tom chatted, then she put their glasses on the table beside the bed and pulled Tom to her kissing him deeply. Janet touched my neck and I leaned towards her, whispering in her ear that it might be better if we left Frances and Tom in private. "Do you want to go? I mean, maybe they don't mind," Janet whispered. "What do you mean, that they stay here as well? I asked. "Why not," said Janet, "they're not shy, so why should we be?" She put her lips near mine and whispered "Kiss me." We kissed long and hard, our tongues licking deep into each other's mouth. A hand laid gently on my side interrupted us. "Do you two want to stay here with us?" asked Frances. I looked at Janet, who nodded encouragingly. "If it's OK with you," I said. "There's a first time for everything, Stu," said Frances, but first, be a dear and turn out the main light. Just leave the table light." I got up and crossed to the door where the switches were. As I turned back, Frances raised her knee and slipped her skirt high on her hips revealing her lacy panties and petticoat. Tom was hanging his jacket over the chair and turned back to the bed. Kneeling beside Frances he placed his hand on her thigh and up between her legs, caressing her hairy mound through the flimsy material. At the same time Frances reached her hand up to his crotch and smiled as she grasped his hardened cock through his trousers. "Take them off, Tom, I can't wait - it's been a long time." Janet had swung her legs on to the bed too and moved over towards Frances as I walked back to the bed in the dim, half light. I lay down beside her, then realised she'd already undone her blouse. As usual she wasn't wearing a bra and her breasts fell gently into my hands. "Lick them for me darling," she whispered. I bent his head and placed my lips around her erect nipples. Janet moaned gently. I opened my eyes and, still licking Janet's heaving breasts, watched as Frances pulled down Tom's pants and drew his cock towards her mouth. Moving over her, Tom pulled her skirt further up, clear of her legs and, pushing the soft material of her panties to one side, buried his tongue in her cunt, the classic 69 position. Frances sucked noisily and pulled the stem of his cock as she licked around the head. Janet, evidently sensing that I was watching them, pulled my head up towards hers. "Don't leave me behind lover, it's ages since you gave me what I want." "What's that?" I asked playfully. "The best length you've got, hard up inside me." "We'll have to do something about that then," I replied and slipped my hand down to her mound, hot and hard through the soft material of her skirt. Frances's moaning interrupted us again and Janet turned to look at her friend. Frances pulled Tom's cock out of her mouth. "I'm sorry my dear, I can't hold on any more. I want it up, now." Tom raised himself and started to feel her breasts through the cotton blouse. "Not now, Tom, I can't wait for that, just fuck me." She moved slightly up the bed and pulled a pillow under her hips. As Tom moved towards her, she opened her legs wide, touching Janet's thigh, and reached for Tom's cock. He knelt between her legs and leaned forward above her. Drawing the gusset of her panties to one side and pulling her cunt lips wide with her other hand, Frances fed Tom's cock into her cunt. Keeping one hand around it as it slipped into her, she reached forward and pulled his bottom towards her with the other. As the last of his cock disappeared inside her she lifted her legs and wrapped them around his back, lifting her hips sharply upward to meet his thrusts. All the action was inside her, his upper body still clear of hers as he pushed his loins hard against her hips. Frances's movements became faster and very soon she began to moan louder. "That's it, Tom, right in, keep it in, oh yes, that's good, that's wonderful." Tom's face, damp with sweat, tightened. "Are you ready, Frances?" "Oh yes, Tom, yes, go on, do it. Shoot it up me, go on." "OK," he panted, "here it comes." "Harder, Tom, harder, don't stop, oh yes, yes." Tom grunted as he released his cream into her. "I can feel it Tom, go on, pump me full darling. That's it, all the way." Their orgasm passed slowly and Frances lowered her legs as Tom drew back. Frances pushed him back further still. "Let me suck it, the last of it," and, sitting up, took Tom's softening cock, glistening with their juices, into her mouth, sucking it and licking the cum from his shaft. Janet and I had virtually stopped to watch them, As Frances lay back and pulled Tom down beside her, she turned to us with a broad, smile, her face still wet with love juice. "That was so good. I couldn't wait any longer, you didn't mind you two?" "Not at all," said Janet, "though you'll have to wait for us to catch up now." Janet turned back to me. "Are you ready, Stu? I'm as horny as hell after watching them. Just get me out of these clothes." She sat up and let the blouse fall back on the bed. I got off the bed and started to undo my trousers, but Janet stood up too and took over for me. As she pulled my trousers down, her breasts brushed my cock which had pushed out of my boxers. As she stood up, she took it in her hand and pulled the foreskin back and forth a few times before dragging my pants down as well. I pulled off my shirt and socks then reached behind Janet to unzip her skirt. Pushing it down over her hips I realised Janet hadn't been wearing any panties. We kissed and as we did, I held on to the cheeks of her bottom and nuzzled my cock into her crotch. Janet opened her legs slightly so that the head of my dick pushed into her outer lips. I reached down and found that her love juice was running down the inside of her legs. "Come on, Stu, I'm more than ready, you can feel that. Lie down." I lay back on the bed, conscious of my cock sticking up ramrod stiff and Tom and Frances watching as Janet knelt on one knee beside me. Reaching down she took my cock in her hand and guided it into her cunt. As she sank on to my cock she caught her breath. "God, I'd forgotten how thick you are, Stu, give me a moment." She lifted herself again, then leaning back, pushed hard down on to me. My cock slipped into her like iron into a velvet pouch. Janet ground her hips into my crotch, pushing her cunt down as hard as she could and rubbing the walls of her love tube against my cock. I lifted my hands and cupped her breasts, gently kneading them as she swung from side to side impaling herself on my rod. She covered my hands with hers and squeezed tighter. "Pull the nipples, I like it to hurt just a little. That's right, oh that's good." Frances had turned on to her side to face them and Tom rested on one elbow behind her, his hand inside her blouse, caressing her breasts as they watched Janet riding me. Janet took her hands from mine and leaned forward, taking her weight on her wrists. That raised her bottom and meant she could lift her thighs off my cock before ramming her cunt down on to him again. She glanced across at Frances who smiled warmly back at her. "Is that good, Jan?" "Just wonderful," gasped Janet. "Can you feel it slipping hard and tough up inside, dear?" "It's like a ridged pole reaching up to my chest." Frances leaned up. "Can I watch it as it goes in?" she asked. "Feel free," said Janet through her teeth. Frances slipped down the bed. I felt her position herself between his legs and then the warmth of her breath on my balls as she put her head close to watch. "You're so wet, Jan. It's running down the side of Stu's cock every time you pull out," said Frances. Janet began to build to her climax, her breaths shorter and faster. "Are you coming, Jan?" asked Frances. "Getting there," Janet replied, between gasps. "Tell me when you're near, love," said Frances. Janet pounded herself harder on to my cock and I could feel my cum welling up inside my loins. "Come on Janet," I said, "fuck me, girl, fuck!" Janet redoubled her thrusts. "Oh, oh, it's coming," she moaned, "it's starting." Between my legs I suddenly felt Frances's finger pushing up into my ass. My cum began to pump up my cock as Janet let out a loud groan. Frances's fingering was an entirely new sensation for me and my cock jerked as the first stream of cum erupted into Janet's cunt. Frances groaned with pleasure and as Janet's climax ran through her body she let out a long low moan. In the meantime, Tom had moved behind Frances, lifted her skirt and slipped down her panties. Without moving her hand from my bottom, she opened her legs wide enough for Tom, who was now hard and long again, to push his cock up her cunt. As Janet came, Frances said to her, "Lift up, Jan, let me share the last of it." Janet lifted her hips and I felt Frances's mouth close around my cock, her tongue licking inside the foreskin. Tom was now in his stride behind her, pistoning his cock in and out of her cunt. Resting his hands on the small of her back to keep her hips low enough for him to fuck her properly, he slapped his thighs against her round cheeks. Through tight breaths, he said, "Don't stop Frances, here's some more for you, just another push." Suddenly Frances's mouth tightened around my cock and I knew Tom was pumping more cream into her cunt. After we'd sorted ourselves out we cuddled in pairs on the bed, the two girls with their bottoms touching, their legs sometimes crossing each others. I’d never experienced another couple in bed with me nor had a second woman fingered me as I screwed. As I thought later, it's never happened again either, but I live in hope.