Andy and I had been fucking my wife Helen for a few years. He would come round about twice a week, sometime I would be at work when he came round. Helen would tell me what had happened and I would give her another load. Andy's Mrs had no idea what he was getting up to. He told us that she had gone of sex awhile a go and he was lucky to get it once a month. We had arranged to go to Italy and asked Andy and he Mrs if they would like to tag along. They both liked the idea and so it was arranged. When he came over he would tell Helen that he would find it hard to keep his hands off her when she had her bikini on when we went away. She told him that he would have to behave. We all traveled to Italy, the weather was very hot and we spent the first few days by the pool. I could see Andy looking across at Helen and she would look at him and smile and tease him by opening re-arranging her top or bikini bottoms. On day we decided to go to the beach, Andy's Mrs said it was a bit to hot for her and she would stay by the pool. So Andy, Helen and I went off for the day. There was a few people on the beach and we walked along we found a quiet spot and put down the towels. Helen lay took her dress of as she had her bikini on underneath and lay down on the towel. Andy and I went for a swim, when we got back Helen had unhooked her top on was laying face down. Andy and I lay down either side of her She looked up and I gave her a kiss. She turned over holding on to her top. She lay back down on her back with her top covering her small boob loosely. She closed her eyes and I could see Andy looking at her with a small bulge forming in his swimming shorts. I said to Helen I think you are getting Andy excited, she looked over towards him smiled and took her top off. She lent over to him and kissed him and touching the front of his swimming shorts and said your right. I put my hand on her boob and started rubbing it Andy took hold of the other and we both fondled her boobs. Andy was kissing her and she was rubbing his cock. I sat up and watched. She was trying to get his cock out but was struggling to free it. Sitting there watching under the hot sun was so horny and not knowing if we were being watched. Andy helped Helen tack his swimming shorts off and her was rock hard. He had his had down her bikini bottoms and was rubbing her, she was wanking him and playing with his balls. I could see he was fingering her as she was arching her back. She stopped wanking him and knelt down and took his cock in her mouth. He was laying on his back and holding on to he head as she sucked him. I got behind her moved her bikini bottoms to one side and started rubbing her. She was soaking. As I fingered her she started rocking between us taking Andy deep in her mouth. Now she has sucked Andy lots of times in the passed but never let him cum in her mouth. She said that was only for me. I have told her I would never mind if she did. As she was sucking Andy said he was about to shoot, but instead of taking it out her mouth she got faster. I had 2 fingers up her cunt and she was moaning. Andy pulled her head down on his cock and started cumming she just kept on sucking. I couldn't believe it I always wanted to she her swallow another guys spunk. I dropped my swimming shorts and put my cock up her it went straight in it was that wet, She gasped but kept sucking Andy. He lay back on the towel and she was rubbing him and sucking him as I fucked her. Andy was playing with her tits. I took my cock out of her and got her on to her back I took off her bottoms and started to fuck her. I bent down and kissed her pushing my tongue deep in her mouth so I could taste Andy's spunk as I fucked her. I wasn't long before I shot my load in her. She was still playing with Andy. I got off her and lay beside her. we were all naked Helen holding are cocks. After a bit Andy started getting hard, he got between her legs and started to lick her hairy cunt. She left go of my cock and pushed his head down and started fucking his face. He licked her for a while before fucking her.After he fucked her I got between her legs and licked her out till she came before fucking her again. We got our swimming gear on and when for a swim. Lots of touching, fingering and wanking before we left for the hotel. When we got back Andy's Mrs asked if we had had a good time, we all said we had. Next day Andy said that his Mrs wanted him to fuck her and he couldn't say no. We fucked a lot that 2 weeks the 3 of us and sometimes Andy and Helen alone.