The story really begins about six years ago when my husband introduced a little fantasy to me in our bedroom. His latest dream work was to watch me and another man! Well I have to say that I was more then a bit shocked, I am not a prude or anything and have always encouraged my husband to openly talk about his fantasies but this one was different. We were both about 40 at the time and married for almost 15 years so I don't even remember what its like to be with anyone other then my husband. He continued his story and I actually felt a little bad for him because he sensed my negative reaction and was looking kind of excited and embarrassed at the same time. I quickly figured that if I told him I thought he was just a tad sick I would risk him never sharing anything again so instead I played along. He really wasn't looking for much and all he wanted me to do was let him pretend to be a masseuse that would give me a massage and at some point make a pass at me. A massage sounded great so I figured why not. He had me lay on the bed in my panties and covered my back with a towel and proceeded to massage me for what had to be two hours. He would come close to touching me in a private area but never really on it, well this was driving me crazy! It must have been the longest session of foreplay we had ever had. He pretended to catch a glimpse of my body as I flipped over or as he moved the towel. Then without warning he started to massage my breasts and I playing the very turned on wife allowed him and said nothing. Well his fantasy ended by slipping his hand under my panties and I came in an instant after all the build up. After the role-play we made love and it was great. He was so hard and the extended foreplay had me on overdrive. A few hours later we drifted off to sleep. The next morning he left early to play golf and I just hung out at home. I thought a lot about our little role- play I found myself thinking of different scenarios to play out with him. We continued to play out our little role-plays from time to time over the next couple of years. I found myself not only enjoying it but also using it to my advantage. My husband has never been a very big take-charge guy in bed but when we role-played a fantasy he would be incredible so whenever I wanted some good and long lasting sex I would bring up a role-play idea. We tried many different scenarios and as we did the fantasy would go further. We went from just the touching massage to oral sex and eventually we were role-playing me having sex with another. In his fantasy sometimes he would imagine himself watching from in the room or a closet or sometimes pretend I was just cheating and he was not there. Then next stage of our little role-plays would happen after what at the time seemed like a pretty insignificant incident. We had a good friend named Mike that was staying with us for a couple of days while on a business trip. One morning as we were all scurrying to get ready for work he walked in to our bedroom to ask my husband a question thinking I was in the shower and to his surprise I was getting dressed and my husband was the one in the shower. I was sitting at the dresser fixing my hair wearing only a bra and panties at the time. He looked at me and his face turned various shades of red and then he said he was sorry and ran out. I didn't think anything of it since I wasn't naked and my bra and panties covered not much less then a bathing suit. Later that night I told my husband about it thinking that Mike was a bit embarrassed. My husband made light of it during dinner with him and I thought that was that. Well was I ever wrong, later that night my husband wanted to role-play our little fantasy but this time he wanted to pretend he was Mike. This was the first time we actually gave a name or face to this fantasy guy of ours. I was a little spooked because I knew this was all related to him seeing me but I went with it and had a great time. During the role-play he wanted me to tell him word for word what happened, since the incident had lasted a second he asked me to exaggerate a little. So the story became more involved with me having on only panties and Mike lingering talking to me while we exchanged glances. Well once again my husband rewarded me with on great night of sex. The next morning my husband made a comment that the whole idea of our Mike seeing me was so sexy he wouldn't mind it happening again. I was kind of floored by this and didn't know how to take it but the whole thing was making me feel pretty sexy. I spent most of the day wondering what if anything I should do. Later that night a while after we had gone to bed I got a chance to do something and I surprised my self by doing it. My husband and I had been in bed for a while and I heard our Mike go into the bathroom between the master bedroom and the guest bedroom. Mustering all my courage, I decided to pretend not knowing he was already in the bathroom and go out in the hall. I was wearing a short chemise that was a bit sheer with panties underneath. I waited till I heard him start to open the door and then walked to the door. The timing was near perfect as we bumped into each other in the dark hallway. Naturally he was startled and in the commotion his hand brushed against my breast. I almost fell and he pulled me into his arms to keep me from collapsing from the collision. He was wearing shorts and his body felt warm against mine. He was very surprised and a bit embarrassed but did sneak a nice look. I tried covering up a bit with my hands and giggled as he said we have to stop meeting like this. Well hubby was ready to explode when I got back to the bedroom and so was I. Mike left and we continued to have our role-plays but now they were more specific about people and how the seductions occurred. They also frequently had the theme that I was somehow caught partially nude to start. The partial nudity I had shared with our friend had turned me on quite a bit. I had never been a very sexy dresser or anything like that so I was surprised that I had enjoyed it. My husband had also liked it and I had a feeling he would want me to repeat it at some point. A few months had past and we planned a short trip to Cancun, I was looking forward to a nice relaxing time but my husband kept talking about the topless beaches. I was not at all crazy about walking around topless but I also knew he would wear me down on the issue. The short four-day vacation started pretty normal as we spent the first day lounging at the pool and relaxing. In the afternoon I decided to play some volleyball so I went down to the beach while Ken went over to the bar. I stood and watched a few people playing and a younger very cute Hispanic man looked at me and asked if I wanted to play. He introduced himself as Carlos and positioned me on the team. Well we played a couple of games and when it was over Carlos walked back to the pool with me and I introduced him to Ken. Carlos left quickly and we finished our day with a nice dinner. The next morning at breakfast we ran into Carlos and ended up sitting by him at a large table. We chatted quite a bit with Ken as usual just looking on. It turned out he was in the Navy and on some much needed vacation. He was feeling a bit lost because his buddy was supposed to come along but had to cancel at the last minute so he came solo. We finished breakfast and went our separate ways. Ken quickly started to ask about going over to the south side of the beach and going topless. I wasn't that comfortable with it but knowing that I would never see anyone there again I gave in. We walked over to the beach and set some towels down and I removed my top. At first I laid on my stomach trying to hide a bit but as time went on I rolled over and didn't feel that awkward. Ken sat up trying to catch guys looking as they walked by. Then as I was lying with my eyes closed soaking up the sun I felt a presence and a shadow I opened my eyes to see Carlos standing over us saying hello. I started to blush a bit and was a bit tongue-tied. He simply chatted a little about the weather and how great the water was. I didn't know whether to cover up or what. Carlos stayed for no more then a minute or two and then left us. As he left I was feeling a wide range of emotions. I felt a bit embarrassed and at the same time aroused at being exposed like that. Ken started telling me how hot it was for him to have a stranger standing there talking to me with my breasts exposed although he was a bit disappointed because Carlos appeared to be a true gentleman as he didn't stare. Well I don't have to tell you that later that afternoon we had a very hot role-play which included Carlos and our beach scene. After our sex session Ken started talking about how great it would be to watch me hang with Carlos on the beach and maybe allow something to happen. I was taken back a bit but he quickly stated that he didn't want anything crazy just some flirting. I dismissed it and we continued our day. At night while having dinner Carlos saw us and came over to say hello. As we chatted for a few minutes my husband to my surprise mentioned that he was going to take a tour of some historical sites that would last a few hours. Carlos asked why I wasn't going and I said I preferred to get some sun or play some volleyball. After a few more minutes Carlos left and ken and I had a little argument. I was a bit pissed that he took it upon himself to arrange for me to be alone like that but in the end it sounded like it might be fun and harmless so Ken said he would spend a few hours watching from a far and then I could fill him in on conversations and anything he missed. Well the next day I was feely very sexy about what it would be like. Ken pretended to leave and I walked to the beach. I went over to the topless section of the beach and laid my towel down and removed my top. I lay out for a while and then I heard Carlos say good morning Carol. I opened my eyes and said hi. He laid a towel down next to mine and laid down, we proceeded to chat away like we had known each other for a long time, he told me about places he had been to with the navy. After a while I noticed that Carlos was a little different then he had been around my husband, he would glance at my breasts, and while talking with his hands would casually tap my shoulder or arm. Then he mentioned that I was starting to turn red, he moved behind me as I was sitting up and said he would do my back. He put some nice lotion on my back and massaged in quite well but never went any further but did brush the sides of my breasts just a bit. He watched intently however as I did the rest of my body. A while later he suggested a jump in the water and I went along. We swam around for a while and at one point splashed each other a bit, which cause him to kind of wrestle me a little and throw me under. When he did that he accidentally or on purpose brushed me a few times against my breasts and pretty much grabbed my ass. We went back to the towels and at that point I was pretty horny and wanted to go back to the room and wait for Ken so I mentioned that Ken should be coming back and I wasn't sure how he would feel about me being there topless alone with Carlos. He said he understood with a sly little smile and we headed back to my room. He walked me to the door and said goodbye but tried to kiss me, I was kind of surprised but was so aroused at that point that I returned it my opening my mouth for a few seconds then broke the kiss. I walked in the room and couldn't believe what I had just done. Ken came in a while later and we spent the next 5 hours in the room talking about what happened and having the hottest sex we had ever had. The next day, which was our last, we saw Carlos and hung out with him for a while but I felt a little awkward about what I felt. Anyway we said our goodbye and traded email addresses. Now we have traded addresses with people before we have met on vacation and then when we got back to real life never had the time to stay in touch but Carlos would prove to be different. We started exchanging emails with Carlos almost immediately after returning home. Ken was always busy with work and before long the dialogue was just between Carlos and me. We talked about everything in those messages. He told me about his mom's poor health, his sister's abusive husband, the places he had traveled around the world, and how homesick he was at times. In return each message I would give him words of encouragement and before long we were close, albeit long-distance friends. After a few months had past one of his emails talked about the kiss and his desire that day. I wanted to tell him how aroused the kiss had made me. I even thought about sharing with Carlos the fantasy that Ken and I had been playing. Ken even said that I should tell Carlos how excited he had made me. But that would have been fantasy and this was reality. I wrote back and told him it was nothing more then kiss between two friends. I know Ken and Carlos were probably disappointed. We continued exchanging emails for a few months. I let my guard down a little while Carlos was on a long sea duty. Our conversations began to be more sexual in nature. It was so easy to share things with him I guess because I felt safe knowing he was far away. One night while writing a message to Carlos, Ken came in and read the message then without my knowledge attached a picture of me wearing a bikini he had taken in Cancun. Carlos was very appreciative of the photograph. Truthfully I wasn't aggravated with Ken for sending it. During the months we discussed Carlos long periods without sex. He admitted masturbating while thinking about me and looking my picture. It was very arousing that he felt that way about me, but I disregarded it whenever I wrote back. His tour of sea came to an end. I didn't hear from him for about a week, and then a message came. The Navy was sending him to specialized training in Wichita and he had saved up his leave and could visit with us fir a few days. Without thinking I said of course. I told Ken about my mixed feelings about the whole thing. Ken made it clear that he was past the fantasy stage and felt we were both ready to take the next step. He didn't have to explain what the ext step was. He felt Carlos was perfect due to his position in life, young single and in the Navy, if it didn't work out we could easily never see him again as opposed to our friend Mike for instance who would be a constant reminder of what we had done. I was perfectly content with our fantasy role-play. Of course Carlos was the perfect person. He had defiantly charmed me during the past few months. But I just didn't think I would have the courage to do what was expected. Maybe some flirting or touching and nothing more, that would be okay. But what if it developed into more than just petting and kissing, what if Carlos wanted more? In the back of my mind was an even more troubling fear, what effect would this leave on our marriage. I insisted it had to happen spontaneously with Carlos being the aggressor. I also felt strongly that Carlos could never know that Ken was in on the plan. This was important because it gave me an out. If things went sour, Ken could race in and rescue me from Carlos. Also, I could end the relationship by saying for the sake of my marriage I could never let myself be tempted again. After a couple of days we finally agreed that Ken would give Carlos and I some space and if it happened great if not then so be it. I told Ken that even if nothing happened at the very least he would be able to watch me flirt with Carlos for a few days in our own home. The day came and in the interest of giving us space and since hubby was working that day I drove to pick him up. It was a two-hour drive home so it gave us time to chat. When he greeted me I got a warm hug and a peck on the lips but in the car the conversation was pretty basic. Unlike emails now we were face to face and it was harder to discuss sexual things and that was fine with me. We arrived at our house and by then my husband was home making dinner on the grill. We spent that evening pretty much just talking about places he had been to and stuff. For Ken's sake I tried when possible to stand or sit close to Carlos and flirt a little but he as usual was a gentleman with my husband present. I got the guest room ready for him and we all went to bed, before I did I made sure to walk around the house a little in my nightshirt, which Ken of course loved. The plan for the next day was simple, Ken would pretend to go to work and I would take Carlos to see a few sites. This would give us a nice day out and maybe something would happen when we got home and Ken could watch from outside the house. Ken woke me up and told me he was leaving and I got up and started to make some coffee and stuff. As I was doing this Carlos who must have known Ken had left came out of the guest room and into the kitchen, I was a bit surprised that he was wearing nothing more then his boxers. I said good morning and acted like I didn't even notice. I started to serve some coffee and breakfast and as I did I noticed how he looked at me. He started telling me about how much he desired me and how many times he had masturbated to my picture. I was a bit shocked at this but I guess I shouldn't have been, he had become very open in his emails and with my husband off to work (or so Carlos thought) he felt comfortable talking this way. I tried a few times to change the subject as I sat at the table with him but it was difficult. Then came his request, he told me he understood that I was married and didn't want anything to come between my husband and I but he desired me so much and he knew that I also had enjoyed his attentions. He proposed something simple as he put it, I would expose myself either naked or at least topless since he had already seen me this way and he would masturbate with me in the room. Well, I was shocked at how easy he'd said it but I quickly realized that it was a perfect way to do something with him while still not going all the way. I agreed and we finished breakfast and went to my bedroom. Once there he slowly removed his boxers exposing hard cock that looked huge! I don't have a lot of exp with other men but I had never seen anything like it. I was about 8 or 9 inches and really thick. I know size doesn't matter but his cock was so arousing to just look at! He lay down on the bed and asked if I had a little hand cream. I got it from the bathroom and handed it to him. I then pulled my nightshirt off exposing my breasts and my white panties. I stood there as he started to stroke himself wondering if I should go totally nude. After about a minute I smiled and peeled off my panties and of course blushed a bit. I lay down on the bed so I could watch him. I lay there as he continued to touch himself and make it even harder. I was getting so hot watching and I wanted to touch it. I watched for a while longer as he started to moan a bit and got up the nerve to reach out and lightly touch it. As I did he removed his hand and I took over slowly stroking his penis. I did this for a while and as I did he slid his hand over and started playing with one of my nipples. I have very sensitive nipples and that was all I needed to lose all sense of reality. He played with both of them and I lost all perspective at that point, I reached my head down and took his head in my mouth. He let out a great moan as I did, I was like a kid with a lollipop, licking and sucking like I had never seen a cock before. It didn't take long for him to shoot a huge load of cum in my mouth, I usually don't care for sperm and either move my mouth off or spit it out a quick as I can but I savored his sperm like it was ice cream. I took every last drop in and licked his shaft clean. After he came he put me down and started to suck my breasts, kiss me deeply. He ran his tongue all over my body finally stopping at my clit. He played with it for what seemed like just a few seconds and then stopped. I moaned for him not to stop as I was so ready to orgasm but instead he came up and put his cock inside me. Wow I remember thinking, I don't know if it was my state of arousal or its sheer size but did it feel good! He started fucking me and I came instantly, it was wonderful, my legs wrapped around his back taking him deep inside me. Then as my orgasm started to subside I started Cumming again, I had never had a multiple orgasm like that. I was bouncing both of us off the bed it was so good. He continued fucking me after my orgasm for about an hour, different positions and hot steamy touching and kissing. I had two more orgasms before he exploded inside me with a roaring orgasm. We laid in bed for a while after exhausted talking about what had happened, then it hit me that Ken was somewhere outside looking at us. How was he I thought, as fear kind of set in? Kens View, I hadn't seen much of what happened as they had breakfast but when I saw them head to the bedroom I was startled. I never imagined anything would happen right away since they were supposed to go out for the day. I went around the house and got in position to peek in the bedroom and when I did I saw that Carlos was lying in the bed with what looked like a flagpole sticking up in the air. Carol was just standing there with a knee on the bed and all of the sudden took off her nightshirt. I couldn't believe it; she was so turned on by Carlos that they barely waited for me to leave. I was feeling just a bit Jealous to be honest but at that point my lust was still winning out. I watched, as he appeared to be jerking off, she stood at the edge of the bed in nothing but her panties watching him. I few second had past and she slipped off her panties and joined him on the bed. I didn't have a great view of the whole bed but I could see him still jerking himself off. Then I saw her hand come over to his cock and start to play with it, I even thought I heard a moan from him as she did. She played with it for a few minutes and then abruptly I saw her face come towards his cock and take him in her mouth. I was so hard at that point I thought I would cum without even touching myself. She sucked him like a girl in a porn movie, very different then she would do it to me I thought. Then his body started to spasm and I saw her taking his cum in her mouth and swallowing. He came for what seemed like forever and after he was done she licked every drop off his shaft. I was feeling a bit sick, she had never liked cum much, she rarely ever let me cum in her mouth and if she did, she would quickly dispose of it. After she was done she seemed to lie back down and Carlos got of on top, I didn't have a great view but I think they were kissing and stuff. I sat there, as my jealousy had gotten a bit stronger. I saw his head work its way down to her navel and get lost between her legs. He was down there for a while and then he came up and I realized that he was about to insert his flagpole inside her. I saw as he did and started to fuck her, she instantly started to make sounds that I could hear by the window. I could tell by her movements and sounds that she was having an orgasm, I don't know how but the orgasm continued for a really long time as if she had more then one. Her body was convulsing and her moans were loud. Carlos seemed in control just fucking her enjoying every minute. After her long orgasm I jerked off and came with a very intense orgasm. After I felt very awkward, cumming had cooled down my lust and now I just felt jealous. I looked in and saw she had gotten on top of him, I got a perfect view of his cock as it disappeared inside her, I watched her ride him for a while but I just couldn't watch her moan and groan over his cock anymore so I walked away from the window. I debated what to do at that point and decided that I had seen enough so I walked back to my car, which was around the corner and took a ride. I looked around the house but couldn't see Ken. Carlos said he was going to shower so I put on a robe and looked for Ken, when I couldn't find him I called his Cell and he answered. He said he was okay but was kind of glad I was finished. He quickly told me he was coming home. I told Carlos who was in the shower that Ken had called and was on his way home from the office. The rest of the day was spent together and it wasn't till that night that I actually got to be alone with Ken. We talked about what happened and I could tell that it wasn't quite what he expected but I also realized that he did enjoy parts of it. We talked and he got turned on and we had some great tender sex that night. I am not sure we will repeat our little adventure as Carlos left the next day but I am very glad we tried it. Ken has gotten over his jealous feelings with Carlos thousands of miles away and I will never forget a very incredible morning of sex.