My work mate stayed over with me and my wife on Saturday night and we did a tour of several of the bars in Rochester. We were both teasing her all night and the banter took an erotic turn more than once. She even allowed herself to get chatted up by one of the barmen at a wine bar with me and my mate watching and laughing. The guy was holding her hand and telling her what lovely long blonde hair she had. My mate was all for breaking it up,if anything he was more concerned than me but i told him she was just having a laugh. He seemed to be getting quite protective over her. I should mention that recently when he stayed over i caught sight of them shagging each other without them noticing me and managed to watch the whole thing. With this in mind i expected things to happen later on back at our house and i was looking for the signs. By the time we arrived home all three of us had had quite a bit to drink and although tired we settled in the lounge with brandies with an old film on the tv. Probably within half an hour or so my mrs had fallen asleep and me and my mate were sleepy too. I said i was going up to bed and my mate said he was going to finish his drink and go to our spare room. He asked if i needed help taking my mrs upstairs and i told him not to worry and that she would be fine where she was. I got her a pillow,made her comfy and covered her with a thin sheet. She appeared very tired and barely woke. Soon i retired leaving her asleep and him sitting in the chair nearby watching the film. I left it a good half hour,crept slowly downstairs again and peered around the stairwell wall. My mrs was very much awake and kneeling on all fours on the sofa just dressed in her bra and panties. My mate was starkers. He was holding his cock and the plummy end of it was sliding slowly in and out of her mouth. As i watched he sat back on the sofa and presented his upright shaft for her. She wasted no time straddling him,pulling her panties to one side she easily slid inch by inch down on to his shaft until she was fully impaled on it. She seemed to settle for a minute or so when it was fully inside her then she arched her back slightly and proceeded to move gently up and down. With her panties pulled away from her pussy i could see more or less everything including the creamy white fluid building around his shaft and her stretched lips. He undid her bra and threw it off. He sucked and licked at her breasts and nipples as she slowly rode him. His hands gripped her buttocks as she used his cock fully. My cock was so solid as i watched them. She bent forwards and they locked tongues as he continued to push up in to her. They soon changed position and she was now on her back,legs parted and in the air. With one hand she held her panties to one side as he penetrated her and started to really slam in to her,her other hand gripped the sofa. He was really going for it now,faster and faster. She said something to him and he stopped and withdrew. He turned around and pulled her on top of him. Now she once more had his cock in her mouth and was wanking the shaft. He meanwhile had her thighs parted and was eating her,licking at her pussy like a man possessed,his fingers probing both her holes. I heard him say he was cumming and as i watched he did just that. She slowly wanked his shaft whilst cupping his balls. The large end of his cock never left her mouth as he emptied his cum in to her. She stroked and swallowed for what seemed like an age. With his cock slipping gently in and out of her mouth she spoke to him. His fingers delved deeper in to her pussy and they increased speed. She pulled herself further upright and he carried on working on her as she lightly ground down on to both his hands and his tongue. This didnt last long as she started to shake and she came heavily as he fully tasted her juices. She slumped forwards and they both lay together. I slunk back to bed to wank myself in to a frenzy. I awoke a couple of hours later to find her still not in our bed. Creeping back downstairs i found them at it again. This time she was face down on the floor,a cushion positioned beneath her belly,she was naked,as was he. He was behind her fucking her slowly. She eventually rose up on to all fours and arched herb back,he resumed fucking her pussy. I watched them change position three times before he had her on her back,legs held high. He slipped out of her pussy and i could see them excitedly chuckling and laughing as he gently tried to push the head of his cock against the entrance to her arse. She was holding her legs up and out for him to gain access but saying no and laughing. He held her legs and i could see his shaft positioned at her arse entrance. As she giggled he smiled and his groin urged forwards,i realised his cock was pushing its way inside her. She was still smiling but she was obviously finding it both erotic and uncomfortable. He was sliding the end of his cock ever so slowly in and out and was clearly loving it. She must have relaxed more as he gently fucked her because she started to pant and urge him on. His thrusts became harder,more and more of his cock entered her and she started to cum,aided by her fingers on her clit and her pussy. He said he was cumming and with his cock fully embedded in her arse he filled her again. I left them snogging like a couple of kids and went back to bed. He is going away for a month soon but when he returns she has said he can stay whenever he likes,i think i know why.