This happened over ten years ago. My best friend at the time had a wife that was girl next door beautiful. She was wild. She would end up nude all the time. Her breasts were c/d cups. She was petite brown curly hair hazel eyes. Everything started between us while she was pregnant the first time. We would hang out and she would talk about how large her breasts had become. Then advanced to how tight her pussy had become. My friend loved to drink. He would get pissed and just pass out. Well, one of these evenings I got brave after he passed out and asked to see her engorged breasts. To my delight she obliged. Her milk filled breasts were huge. Since I had gotten this far, I asked to touch. She was a little hesitant but said sure why not. My hubby's not touching me anymore. I began to fondle her breasts. I could tell she really was into it. Her nipples began to leak a little. This got me very excited and I asked if she wanted me to clean them off. I'm not sure she expected me to lick and suck on her nipples. I could tell she was really beginning to get horny. She straddled me as I continued sucking and playing with her breasts. I of course became aroused myself and she could feel me through my shorts. She leaned and whispered into "Wow, Tony you're big, bigger than my man. How about since you've seen me you let me see you?" Well she was right. She had me very turned on. There wasn't much I would say no to at this point. I told her sure. She slid back, unzipped my zipper and reached in. She reached through the hole in my boxers and pulled out my rock-hard cock. All 7 very thick inches exposed. I looked at her and could see her biting her lip as she held on to me stroking up and down with both hands. I could tell she was very aroused. She said I would try and take you but I don't know how well he's sleeping. I pulled her in close and said you might not let me fuck you right now but I will feel your pussy around my cock. She laughed and said I'll let you feel it around you. She stood up pulled off her tights. She wasn't wearing any panties and she was completely smooth, no hair at all. It was so sexy. She got on top and straddled me. She began to work her pussy lips around my cock. She said I'm not going to let you enter me but I'm going to make you cum. I couldn't believe how hot she was. She began to gyrate and grind. I grabbed her huge breasts and continued to suck and fondle her beautiful breasts. Her pussy lips were soaking and it felt so great with my cock pressed against her lips. I couldn't last long. After what felt like forever but was probably only ten minutes, I could myself reaching climax. Her swollen lips and clit continued to run as I told her I was going to cum. This made her more eager and she moved faster as I couldn't take it anymore. I told her I was cumming and let loose. I shot everywhere and our juices mixed as she continued to torture my post orgasm cock. She looked at me moved in gave me a kiss on the cheek and said thank you. She stood up and went to her bedroom. I was exhausted and still had too many beers in me to drive home so I crashed on the couch. As I lay there reminiscing about what just happened, I hear her in the other room with her husband. She was in there fucking him with my cum all over her pussy. She was in there giving my best friend, her husband my sloppy seconds. It was so hot. Of course, I woke up early and split the next morning. I found out and it made sense that my friend had not really passed out but witnessed the whole thing. He had actually put her up to do it with me. We did play more afterwards and I got to fuck her properly a few times. Mind you, not as many times as I would have liked but a few times. They were a great couple.