'Do you fancy showing me how to take sexy pictures of Mel?, As she is up for it?' smiled my new friend Nicky. I looked over at his wife Mel, lay on a sunbed in the shade reading a book. They were my only saving grace from my miserable week away in Menorca with Pauline who is now my ex girlfriend. I befriended Nicky and Mel on the opening night when we started talking in the hotel lounge. Nicky was early fifties, dark greying hair, medium build, an accountant back home in the south east of the UK. His wife of 19 years looked a lot younger but in fact had just turned 44 as this was mentioned during our evenings out. Mel stood around five foot nine, had brown shoulder length hair and a fairly firm figure for somebody in her forties. Something she had honed apparently with many hours running in the gym. She wasn't exactly stunning, in fact she was average looking but her bright blue eyes and a lovely quiet unassuming character had grown on me over the week. They sensed there was an issue between me and Pauline straight away, which I suppose was easy as our relationship wasn't great. We met them every night and talked, mostly about the resort, families, respective careers, their work life and my career as a professional photographer. Nicky had also recently bought a good camera, I had been giving him a few useful tips. 'We are going back to our apartment, Mel has had enough of the sun' he said. 'Do you want to come and show me how to take some pictures?' he asked again. I was a little embarrassed when I said 'I will go and fetch my camera and meet you back there' while finishing off my drink. I was up and on my way. Miserable Pauline was having a late afternoon pampering session in the hotel spa so I had at least an hour I reckoned. My heart was beating fast and I was nervous with excitement, this felt a little 'pervy' but also very erotic at the same time. It all started when Nicky asked me to show him how to make the best of his camera and take some pics of them both. I hadn't bought my professional gear with me, it was far too bulky and I wanted to relax, but I had packed an old Nikon D70 which was limiting but would do the job. I shot various pictures of the happy couple on both cameras as the sun set. Job done we joined Pauline in the restaurant and spent the evening talking, drinking and sharing our experiences of life. That was two days ago, yesterday afternoon I took more pictures, this time just Mel in her swimsuit, Nicky taking pics of his wife with my guidance, first around the pool and after in the hotel gardens. The ice was broken when Mel, who had uncharacteristically got tipsy on cocktails, took her top off for one 'very last photo' in a secluded area in the garden. I tapped on their door, Nicky let me in. I could hear a shower running through a closed door as I walked down the corridor to a lounge. 'Its not exactly ideal for photography' I said 'It's very fussy, too much in the background'. We moved a few things but it still wasn't great. I heard the door of the bathroom open, within seconds I caught the whiff of fresh apple like scent. Nicky disappeared into what I presumed was the bedroom. I could here a muffled conversation. 'Is it no good in here?' asked Mel as she walked through the door a few minutes later. My heart skipped a beat, yes she may have been a tad overweight, and her hair was still damp, but her figure looked toned and firm in a tight fitting dark top, short dark blue skirt and stockings. 'We can take some by the window' I suggested. I exposed for her clothing thus burning out the outside detail, it wasn't ideal but this is only a bit of fun anyway. I found it hard to concentrate, it felt a tad uncomfortable with Nicky there, I wondered what he was thinking while I was taking pictures of his wife. I was soon reassured as he asked 'What about in here?' I followed him into the bedroom, the light was on, curtains drawn blocking out the afternoon sunlight. We moved a chair with some clothes thrown over it and a few other things. I drew the curtains which flooded light through then net drapes onto the bed. I stood Mel in front of the window, my mouth was dry with excitement as I imagined what her figure would be like under that skirt and top. Mel appeared nervous, I don't blame her, I was struggling with a mixture of excitement and nerves. My mind went into overdrive thinking of the best way to pose her in very limiting circumstances. It was a bit of fun but I still felt under pressure to do a good job. After briefly stopping to show Nicky the best settings for his camera I looked back at Mel. I asked her to relax and put her weight on her back foot, bend her leg a little bit, she did and smiled on queue. I could sense Mel relaxing as she started flirting a little more, mostly with her husband but on the odd occasion with me. As the shoot progressed she seemed to relax more. 'Can I lie on the bed' she suggested, 'Sure' I replied. She looked stunning. She smiled at me as she lay back on the bed and suggestively lifted her skirt to reveal more of the black stockings until a suspender belt came clearly into view. Wow I thought, you tease, I could clearly see the belt beautifully contrasted against the pale skin tones of her thigh. 'Perfect' I said as my heart skipped a beat, 'leave your hand at the top of the skirt' people can feel awkward not knowing where to put their hands while having their pictures taken. Mel lay there lapping up the attention as we both snapped away, Nicky also occassionaly stopping to encourage her. 'Why don't you just help Nicky take pictures?' suggested Mel. She must have sensed I was running short of ideas in the limited setting. I put my camera down, then her hands came together on her waist, she looked straight into her husband's lens as she unclasped her skirt, lifted her backside and dropped her skirt onto the floor. I felt myself throb as I looked at her lay their in front of me, tight dark top, tight silky looking black knickers and matching stockings and suspenders. Nicky took a few pictures, 'Do you want to take some?' he asked handing me his camera. 'Yes sure' I quickly took the camera and started taking pictures as Nicky walked over to her, leant across the bed and started kissing her. Her hand pulled his head towards hers as their kisses became more passionate. Nicky sat next to her and carried on kissing as If they had forgotten I was in the room. 'Carry on taking' said Nicky to me as he briefly pulled away from his wife before returning to kiss her again. It was a tad awkward but that was overwhelmed by how horny I was feeling watching these two make out in front of me. I noticed his hand slip down the front of her tight black knickers and heard her groan in delight as she felt him. I moved closer and shot a few close ups, I noticed the black cloth over his middle finger moving as he worked on her. He then pulled away. 'Your turn Mark' as if he was offering me another go with his camera, only this time it was his wife. I didn't need asking twice, I was there in a shot and was going to make a good job taking over from him. It was easy as both Mel and me were both turned on, I felt her tongue wrap around mine as I grabbed her tight and kissed her. I felt her body shake with nervous anticipation as my hands roamed over her, one straight to her breasts, she stretched out a little as if encouraging me to be brave and explore lower down. I worked my fingers under her knicker elastic and felt it slide up my hand as I pushed my fingers down through her public hair and onto a very wet pussy. I felt her body rise in anticipation as she gently groaned in approval. I could hear Nicky taking the occasional picture but that was very much background noise to what I was experiencing. She gasped mid kiss as I worked my fingers around her. She turned away a little and lifted her hips up off the bed. I felt her kickers slip away from my hand, I looked down to see Nicky gently easing them off her, he had also removed his shorts to reveal his erect cock. I didn't want to look but couldn't help notice, he was very average in size, about the same size as mine. She turned to kiss him as he lay the other side of the bed. I took the opportunity to move my hand under her top and onto her breast only to find he had beaten me to it. His hand graciously moved onto the other breast so I could play with the nearest one. I will admit it was very clumsy, un-orchestrated and we did not work together as a team as our hands bumped into each other while they roamed and explored Mel. I felt my cock bursting to get out from under my shorts. I stood up and took my shorts and underwear off. Nicky and Mel just carried on oblivious, I lay down behind her and started kissing her back and running my hands up her stocking'ed legs, she turned towards me a little, reached around with her right hand and gently grabbed hold of my cock and started playing with it. Nicky knelt up and watched with a smile on his face as she turned and kissed me, driving her tongue into my mouth. I looked at him as I was making out with his wife, he was loving it. It felt very odd but I was so turned on it didn't matter. I could feel my cock throb at the end of every stroke as she gently rubbed me. I was very much in the moment and really wanted her, she was so horny and loving the attention. I felt Nicky knock my hand, I looked over to see him handing me a condom. I hate condoms but needs must, I took it, sat on the bed with my back to them and feverishly ripped at the packet. I looked over my shoulder to see Mel slip her top off and unclip her bra to let loose her firm beautiful breasts. I could smell the rubber as my sweaty hands struggled to put the condom on. Nice and securely in place I turned to see Mel with her back to me kissing Nicky. I spooned up behind her and started kissing her neck as I pushed my cock between her thighs. I heard her mumble something to her husband before opening her legs giving me access to her. 'Oh yes' she cried as her body stiffened and she pushed back on me. I felt her tight pussy slip over my cock right down to its base. She turned a little to make my work easier and opened her legs a little more. 'Ooooooo, bloody hell' she shouted with pleasure as I felt her husbands hand brush my cock as he worked on her clitoris while I fucked her. Her cries of pleasure were having an effect on me, I didn't want it to be over before it begun. I felt her push back hard on me when I slowed the pumping down. She started to get more frantic as I felt her body pushing back on my cock with her husband still stroking her. I heard her say something like 'I'm sorry' to her husband as her body went all taught, then I felt it shudder followed by an almighty cry of pleasure pushing back on me very hard as she reached orgasmed. All this was too much for me as I shot as well, feeling her exhausted body still pulling me in. I gently cuddled her, cupping her breasts and kissing her neck. I let go when I felt her turn onto her back to give Nicky easy access to her pussy. It must have been a minute at the most before he came. It turned awkward as all three of us lay on the bed. I felt very much a gooseberry now. I got up, acting as if everything was normal, dressed, picked up my camera and left. It would be great to say it lasted along time and we did it again and again. But in truth it was all over in a few short minutes, but it is the most erotic experience of my life and one I will never forget. Of course I did meet Nicky and Mel a few more times over the holiday and one occasion we did do it again. I have kept in contact by email since our return. Nicky admitted they had pre-orchestrated that afternoon, it was the ideal opportunity to do something they had both fantasised about for a long time, I'm not complaining!