Well my buddy and I had talked about a threesome for some time. Normally us guys think two girls and us... well I am all about the experience and that of the lady. In this case it was my wife and a friend of over 40 years. My friend is going through a divorce from a nasty woman. He is a smallish tennis player, somewhat of an egomaniac but an old friend since the 1st grade. My wife has known him for nearly 20 years and always finds his choice of women "odd". Long story short we meet up after a weekend wedding. Head for dinner and drinks the three of us. After a bottle of Merlot and a nightcap, and yes we did chat about some of his choices and he explained it was the sex.. well we went slighty off target and spoke about threesomes and things we had and had not done in our life yet (bucket list). My wife, normally conservative even though she was from Scandinavia, has a certain "male model" type she always finds a attractive (then there is me LOL) has always been somewhat turned off by my friend but knows he would fall on a sword for us. We headed back to our hotel room at a great B&B and opened a bottle of wine. We continued chatting... my buddy gives great back rubs and my wife was a bit sore. She was lying on the bed and he on her back massaging her when I noticed that he had a growing hard on through his pants. I said nothing and he kept his distance (per say). I refilled the wine glasses and I told him that she had been complaining about her lower back and thighs. Well he started massaging them by now she must have at least felt his hard on but ok. I joked about having your 3some and she said... nothing. He continued to massage her and I gently kissed her and then kissed her on her neck as he massaged her. I moved down her neck to her shoulders and began to run my hands softly across her back. I then touched her buttocks and thighs and then took my friend´s hands and moved them along her backside and to the edge of her crotch. He nervously did this, she said nothing. Well we continued this for a few minutes and I began kissing her back through her blouse. I loosened her blouse for easier access and his hands slowly moved up her sides. I directed them to glance her breasts as she was lying there. I asked her to turn to her side, she refused so I kept kissing her and I guided my and his hands to cup her crotch from behind. Her legs slowly spread apart allowing this to happen. I started rubbing her hard and she was getting heated up. I took his hand and let him do it and I continued kissing her neck then mouth. We stopped up for a second and then I asked if she needed to loosen her skirt so he could massage her lower back. She said ok... He quickly went to work and massaged her buttocks while one hand moved back to her crotch. I then slowly removed her skirt so her panties were showing. I kissed her back and then grabbed her breasts from behind guiding my friend´s hand to them he did. Things were super hot now. I asked "do you want him to kiss your sides?" she said.."yes".. he did just that eventually kissing her sides and nipples. She turned over and I kissed her stomach and moved down to her panty line as he rubbed her chest, sides and kissed them in between. I removed her skirt and she reached for my pants touching my crotch. I looked to my friend and guided him down to kiss her stomach. He did... eventually taking a place between her legs while I moved to her side. He kissed her slowly as I kissed her mouth, he slowly pulled down her panty line exposing some of her vagina. He used his tongue , looked at me and asked if it was ok... she reponded and I did.."yes"... he continued finally I pulled off her panty and joined him in kissing her, licking her etc... She was writhing in ecstacy. He moved to her side again as I took over and in the corner of my eye I saw her reach for his jeans, pulling on the button, he opened it and she grabbed for his cock. I was scared but in awe... She pulled him closer as I licked her and she pulled down his underwear exposing his super hard cock. Inches from her face she leaned forward and started kissing it, then sucking on it. I stopped and she turned to her side sucking on his cock as I kissed her back and neck. I then turned her toward me and kissed her neck and chest as he repositioned himself. I asked..."do you want this.." She said... yes... he stood between her legs kissing them and then slowly guided his cock to her pussy rubbing it lightly on her lips. She began to writhe in more enjoyment finally. I backed off and started to watch it all go down. He grabbed her legs and spread them farther apart and asked me.."are you sure..?" I nodded and he slowly pushed in. Seeing this was an atomic bomb of emotions. Thrilled, hurt etc.. after a few thrusts he began to push harder and farther. She pulled me over and started sucking on my cock (she hates giving BJs). I am too busy to enjoy as he is moving his cock in and out of her. She eventually pulls away from me and focuses on him. He lifts her hips and starts really pushing hard. I know he is near... but this is too fast. I tell him she likes it from behind... he pulls out and turns her over, and puts his cock right in and starts working again. She then drops to the bed and he is fucking her from ontop/behind. She is grabbing the sheets and looks to me... a blank stare. I smiled and kissed her. She then turns over and he climbs on top again. I make a feint movement to join in but notice she is not interested. He then starts grunting and talking to her... "you feel so good..." she only responds "yeah.." Well here I am as a tourist in my own MFM. She then blurts out..."fuck me, fuck me harder now..." he does ... it is like I have left the room. Now about 7 minutes in of him pumping her he asks how she wants it... she tells him "spray it on my chest..." , he repeats it and keeps pumping. I can see he is about to cum and she says..."just don´t cum yet, in me..." I am thinking ummm this is odd... confusing... he keeps fucking her he starts to pull out, she grabs his cock, inserts it back into her pussy and tells him ".I want you to cum inside me... I love the feeling of cum in me... the warmth..." He looks at me... I say nothing and he pumps a few more times - I say "speak dirty"... on key he says... "I am about to cum... I am going to put my seed in you"... she says "yes..." he follows with "I am going to put a baby in you..." and she says..." fuck me harder, it is ok put a baby in me... oh god"... he finally explodes in her, he stops pumping and falls on top of her. Here I am the... tourist. He falls off her and she gets up runs to the bathroom his cum pouring out of her. She climbs back in bed holds me and falls asleep. I go to bed with a super hard on and could not sleep. (more in next story...) So ... my 1st experience was very "different".