                                                   CAROL'S SURPRISE
                                                     By Comshaw

       Jim  and  I  have been buddies since high school. We did a lot of hell
     raising  and  beer  drinking  before  I moved to the East coast. When he
     called  and  said  he  was  getting  married,  I was shocked. I couldn't
     envision a woman that could catch him, until I met Carol. I couldn't get
     away  for  their wedding, but Jim sent me a picture. When I saw Carol in
     the  picture,  I  couldn't  figure why he fell for her. She wasn't plain
     looking, but she wasn't a movie star either. Jim had always gone for the
     women  that  were  gorgeous.  If  a  woman wasn't absolutely perfect, he
     wouldn't  have anything to do with her. Sometimes he made me very angry,
     because  at  times  he  was  very unfeeling and down right nasty towards
     females  he  considered  beneath  his notice. That's why Carol's picture
     took  me by surprise. I figured she had to be something special to catch
     Jim.

     After  5  years  I  decided it was time to go home, so I quit my job and
     moved  back  to my home town. After I was settled in I called Jim and he
     invited me over for a beer. I knocked on their door twenty minutes later
     and  Carol  opened  it  to let me in. That's when I figured out what was
     special  about her. When she smiled at me, I could focus on nothing else
     but  her.  This  woman had more sex appeal then anyone I had ever met. I
     finally tore my eyes away from her's and greeted Jim.

     The  three  of  us spent the next couple of hours talking. Jim seemed to
     have  become settled and calm over the last few years. After talking for
     a while, I found Carol to be a very intelligent gentle person. Deep down
     I was a little jealous, a little envious and very happy for Jim.

       I  finally  decided  it was time to go, and bid Jim and Carol goodbye.
     They  both  walked me to the door and Carol kissed me on the cheek. That
     small  innocent kiss caused an instant reaction in my jeans. I knew that
     I  would  have  to  be  very  careful  around  Carol,  least I say or do
     something that would harm our friendship, Carol's, Jim's and mine.

       As  time went by I visited Jim and Carol about once a week. My lustful
     feelings for her had not diminished, but I had found ways to ignore them
     and not let either Jim or Carol know about them.

     All  went well until one Tuesday night Jim and I were out having a beer.
     We both had drunk a few to many and I was starting to get rather mouthy.
     I  didn't  think  anything  of  it  until  I  awoke the next morning and
     remembered what I had said. Essentially I had told Jim that if I had the
     chance I would love to fuck his wife. I could feel my face redden as the
     memory of that conversation returned. I laid in bed trying to figure out
     how  I  was  going  to patch up such a blunder. I finally decided on the
     direct  method,  call  Jim  and  apologize. When he answered the phone I
     started  stuttering  out  an  apology.  After a moment I realized he was
     laughing.

     "Hey  man,  don't  worry about it." He said still chuckling," I know you
     would  love to screw Carol. I knew that when you met her the first time.
     I  also  know that you would never do anything about it and that most of
     what you said was the beer."

       The  relief  I  felt was over whelming. I was afraid I had destroyed a
     cherished  friendship. Jim and I talked a while longer, then he asked if
     I  could  give  him a hand that Saturday afternoon to do some repairs on
     his garage. I quickly agreed to help and told him I would be there about
     3:30.

       Saturday  I drove over to Jim and Carol's, arriving at about 3:45. Jim
     was waiting for me in the driveway as I got out of my car.

       "I've  been called into work." He said, with a small grin,"I've got to
     go but can you stick around and do a couple of things for me?"

      "Sure thing."I said,"I figured on helping you the rest of the day. What
     do you want me to do?"

       As he got into his car he said, "There's a list on the kitchen counter
     and  beer  in the 'fridge. Carol is taking a nap so be quiet when you go
     in." With that he waved and drove off.

       I quietly entered the house, got a beer, picked up the paper laying on
     the  counter and started to read. After the first few sentences I had to
     stop and reread them.

       Jim's note said, "Take a long drink of your beer, because this note is
     going  to  be  a  shock. I told Carol what you said Tuesday night. Don't
     worry, she thought it was very titillating , in fact she got very turned
     on.  She and I have been talking about getting into a swinging lifestyle
     for  sometime  now.  She  want's  to very badly, but can't seem to allow
     herself  to  actually fulfil those fantasies. I would love to get into a
     discreet  swinging  life  style,  but I will not unless she does. If you
     want to help both of us, here's what you can do.

       We play a little game every so often. I tie her to the bed, blind fold
     her, strip her naked and leave her that way for an hour or so. Then I go
     in  and  without  saying  a  word, make love to her. Being a fantasy she
     always calls me by a different name. Today she is going to be using your
     name, so don't get nervous when she does. She always gets very turned on
     and has a very intense orgasm.

       As  you  read  this  she is tied to the bed and has been for almost an
     hour. I want you to go into the bedroom and fuck her. I know you want to
     and  I'm  absolutely sure she will enjoy it. If you do, wait until after
     she  has  her orgasm and then take off the blind fold so she can see who
     is  fucking  her.  I'll  be  back  in about 2 hours, so don't waste time
     thinking  about  it,  DO IT! Whether you do or don't, please stay around
     until I get home. And by the way, if you chose not to, think about this;
     I  will  eventually  find  someone  who  will. I'd rather it be you then
     someone else.

      Jim

      P.S. Take this note with you, incase you need it to convince her that I
     arraigned this.

      I read the note twice, then chugged the beer I was holding. A vision of
     Carol  tied  and  naked on the bed floated into my mind and my cock grew
     rock  hard.  I pulled another beer from the 'fridge and chugged that one
     to.  By then my heart had slowed and as I set the bottle on the counter,
     I  knew  I  would be going into the bedroom. I removed my shoes, went to
     the bedroom door, took a deep breath and opened it. Carol lay on the bed
     covered with a sheet.

       As  I tiptoed to the bed side my heart jumped as she whispered,"Kevin?
     Is  that  you?"  In  answer I put my hand under the sheet and cupped her
     full,  firm  breast.  A small gasp escaped her lips and I could feel her
     push  herself  against  my  hand.  I gently pulled aside the sheet, then
     placed   my   mouth   on   her  erect  nipple.  She  moaned  softly  and
     said,"Oh-Kevin,  Oh-God  that feels so good. Please touch my pussy. It's
     so wet and ready for you."

       My  cock was throbbing as I slid my hand slowly down over her stomach,
     then the mound of her pelvis until I felt pubic hair under my fingers. I
     could  feel  her  spread her legs and push her crotch toward my questing
     fingers  as  I  slowly  slipped  one  into her wet slit. She groaned and
     started  pumping her hips causing my finger to slid up and down over her
     clit.

     "Please Kevin, eat me. Eat my wet pussy. Lick me until I cum."

      The invitation was just too good to pass up.

       I pulled my finger from her wet snatch, which caused her to groan,"No,
     please Kevin. More, More. Eat me, Fuck me. Please Kevin."

       My  cock  quivered  every  time  she said my name. I wanted her with a
     hunger  that  I  had  never felt before. I quickly undressed and climbed
     onto  the  bed between her legs. I placed my tongue on the inside of her
     knee  and  slowly and gently licked and kissed my way up her thigh. As I
     reached  her cunt, I very gently ran my tongue up along the folds of her
     labia.  The  smell  and  taste  of her almost caused me to shoot my load
     right then.

     She  gasped as my tongue touched her and as I pulled back she cried in a
     strangled voice, "OH-GOD, NO, KEVIN EAT ME, PLEASE EAT ME."

       I  placed my lips on the inside of her other knee and again licked and
     kissed my way to her wet, hot, waiting cunt. This time I flicked the tip
     of  my  tongue  against her labia and when she groaned and cried,"PLEASE
     KEVIN,  EAT  ME,"  I slammed my mouth onto her wetness, sucking her clit
     into my mouth as I did.

       She  let  out  a  strangled scream and trust her hips up, slamming her
     sopping  pussy  hard  against my mouth. A few moments later, as I licked
     her  hard,  I  heard  her  groan,"I'M CU-CU-CU-CUMMING. OH-GOD, OH- DEAR
     GOD."

       I  tasted  the sweet cream of her climax a second later. I knew it was
     time.  I  pulled  her legs up, positioned my throbbing cock at her moist
     entrance  and  with  one hard thrust, was buried to my balls in her hot,
     sweet  pussy.  I  started  slamming  in and out of her and she in return
     raised  her  ass  so  my hard shaft could slide all the way into her wet
     depth's. After several minutes I knew my orgasm was close and could tell
     Carol  was  close  to  a  second one. I slammed into her, my balls tight
     against  her  ass,  as  my  orgasm exploded inside her. I could feel her
     pussy  tighten  around  my  cock as a second orgasm gripped her a moment
     later.

       As  I  lay  buried  inside  her I reached up, untied the blindfold and
     pulled  it  off. Her eyes were closed as she said,"Lover that was one of
     the best I've ever had."

     "Thanks," I said,"I had hoped it would be a good one."

       Her  eyes  popped open and she sputtered, "KEVIN! Wha-Wha-Wha. Where's
     Jim? How did you get here? What are you doing? WHAT HAVE YOU DONE? "

       She started to thrash around and I pulled her firmly to me to hold her
     still and keep my cock buried in her pussy as I said,"If you will settle
     down,  I'll tell you what is going on." She stopped moving and said in a
     panicked  voice,"I  don't know how you got here, or what's going on, but
     you had better leave before Jim comes in."

       "Jim  was  the one who arraigned this," I said, as I traced around her
     nipple  with  a  finger. Even in her panicked state her nipple grew hard
     under my fingers.

      "I don't believe you." she said, but I could feel her relax a bit under
     me.

     "If I can prove it to you, will you relax?" I said.

     "I don't know how you can." She responded.

       I leaned over, grabbed Jim's note and held it up so she could read it.
     I  could  feel her relax even more as she read. I started gently working
     my cock in and out of her as she scanned the note. It seemed to take her
     a  long  time to finish reading. By the time see transferred her gaze to
     me I could feel her starting to respond.

     "Jim  and  I  have  talked  about  doing  this for quite some time." She
     said."But  I didn't think he would actually go through with it. I'm glad
     he  did  it  this way, because I could never have done it any other way.
     I've  wanted  you  from  the  first  time we met. Why don't you untie my
     hands?"

      I reached up and untied her wrists and she immediately wrapped her arms
     around me and crushed her mouth to mine.

       "I  would never be so forward as to instigate something like this,"She
     whispered,"but since we already are, and since you are buried inside me,
     I'm going to enjoy the rest of the afternoon fucking your brains out."

     With  that  she  groaned,  placed her hands behind her knees, pulled her
     legs up, thrust her hips towards me and said,"Now fuck me. Fuck me hard.
     I want everything you can give me."

       I  grabbed  the cheeks of her ass and began to slam into her with long
     measured strokes. I could see her tits vibrate each time my cock slammed
     home.  She started to moan, then whimper and finally she screamed as her
     pussy squeezed my cock and she climaxed.

     "OH-FUCK, FUCK MY CUNT, FUCK ME, OH-GOD FUCK ME HARD!" She screamed.

     Her hot pulsing cunt was to much for me. My cock again spasmed, spurting
     a stream of hot, sticky cum deep into her.

      I collapsed on top of her and promptly feel asleep. I awoke a half hour
     later  with the sensuous feel of Carol's soft skin against mine. I could
     tell  by her deep regular breathing that she was asleep. I gently pulled
     my  deflated member from her wet depths and slowly slid down her body. I
     slipped  my  tongue  into  her slit and began to work the tip around and
     over her clit. The musky smell of her cunt and the salty taste of my cum
     caused my cock to harden.

       It wasn't long before see moaned in her sleep, then I felt her hand on
     the back of my head pulling it into her snatch.

     I  slowly licked her for some time, then I heard her say,"God that feels
     delicious,  but  it's my turn." She squirmed from my grasp and pushed me
     onto my back. Before I could say a thing she had her mouth over my cock,
     her  tongue  working on the tender under side of the head. Before long I
     felt  her  lips  around  the  base  of  my  stiff shaft, her hand gently
     kneading  my  balls.  I  lay  there, lost in the erotic heaven of Carols
     licking, sucking mouth.

       She  sucked  on me for what seemed like an hour. I decided I wanted to
     taste  her  pussy  again, as she sucked my hard cock. I reached down and
     gently  urged  her to turn around and straddle my face. I buried my face
     in her moist womanhood, breathing deep the musky sensual smell of her. I
     pushed  my  tongue  into  wet  succulent  snatch and was rewarded with a
     tremble and moan from her. We lay there for a long while, slowly licking
     and sucking each other.

      Finally she pulled her mouth from around my cock and panted,"I'm close.
     Very, very close."

       I had her move around and position herself over my hard cock. I placed
     the  head  at  her  wet entrance, grabbed her hips and slammed her down,
     impaling her on my hard shaft.

      I laid back and said,"I fucked you, now you fuck me."

     She  grinned  and suddenly I felt her sphincter muscles squeeze my cock.
     She  sat impaled by my hardness squeezing me every few seconds. I closed
     my eyes and reveled in the feeling. I had never felt anything like that.
     Before  long  I  could  tell  I  was close to cumming. I opened my eyes,
     grabbed  her  hips  and  started  sliding  her back and forth. With each
     stroke my cock would rub hard against her clit. Soon she was panting and
     finally  she  stiffed,  groaned and climaxed. I orgasmed a second later,
     arching  my  back  to  get  as  deep  as  possible  into her. As my cock
     quivered, squirting my juices into her she trembled and squeezed me hard
     with  her powerful cunt muscles. A second later she gasped and collapsed
     onto my chest. She slowly slid off me and cuddled close.

      "You are a very good lover." She whispered.

       "Lady,  you  are  the  most  sensual, erotic lover I have ever had." I
     whispered back.

       We  both fell asleep. I was awakened a short time later by Jim shaking
     my  shoulder.  He placed his finger at his lip, in the universal sign to
     be  quiet  and  motioned  me to follow him out of the bedroom. I quietly
     climbed off the bed, slipped on my jeans and tiptoed to the livingroom.

       "I see you decided to take advantage of the situation." He said with a
     grin,"How did Carol respond?"

      I filled him in on how everything went down.

     When  I had finished he said,"I'm glad she enjoyed it. I have had an eye
     on  this  hot  blonde  I work with; Now maybe I can do something besides
     just  look  at her. I need to talk to Carol, but as far as I'm concerned
     anytime  you  want  to fuck her, do so. The only thing I ask is that you
     tell  me  when  you do, that way we keep it in the open. One last thing.
     Would you do me another favor?" "The last time you said that, I ended up
     screwing your wife,"I said,"What would you like me to do sahib?"

     Jim  grinned  at  my answer and said, "I've been hard every since I left
     here,  thinking  about you fucking my wife. I'm going to go wake her and
     tell  her  I'm home, would you come back in and fuck her so I can watch?
     I'd  love  to  watch  you fuck her, then stick my cock in her cum soaked
     pussy."

     I could tell from his tone that he was excited.

     "I'm  not  sure if I can, with someone watching, but I'm willing to give
     it a try." I said.

       Jim grinned and nodded as he walked toward the bedroom. I slipped into
     the  bathroom  and jumped into the shower. I had just soaped up when the
     shower door opened and Carol slipped in.

     "Care for some company?" She asked.

       I  grinned  and  pulled  her to me, starting to soap her from the neck
     down. She leaned against the shower wall, closed her eyes and relaxed as
     I worked my way down her body.

       I  placed  my  hand  between her legs and soaped her pussy, taking the
     opportunity  to  slip  my finger into her. She chewed her lower lip as I
     soaped and fingered her.

     "Jim  told me what he want's us to do. Can you do it with him watching?"
     She said.

     "Carol,  I  think  I could fuck you in the middle of Yankee Stadium with
     the world series going on, as long as you were enjoying it." I said. She
     opened  her eyes and said,"Ok then let's go give him a show!" We rinsed,
     toweled dry and returned to the bedroom.

      Jim was sitting in a chair placed close to the bed. Carol and I climbed
     onto  the  bed and I stretched out on my back. She started licking on my
     flaccid  cock  and  her  warm  soft mouth soon had it standing erect. As
     before  I  let her suck me for a while, then I pulled her around and had
     her  straddle  my  face.  I made sure we were laying where Jim could see
     Carol sucking my cock and watch my tongue flick in and out of her pussy.
     Her  cunt  tasted  faintly  of  soap and seemed to be slightly dry. This
     lasted  for only a few minutes, then I tasted the musky sweetness of her
     cream.  As  I  licked,  her cunt grew wetter and wetter until finally my
     face  was covered with her juices. I could feel her start to tremble and
     finally  she  groaned,  pulled her mouth from my cock, pirouetted around
     and  slammed  her  hot, wet cunt down over my eager hardness. I moved so
     Jim  had  a  good  view  of  my hard cock lodged in Carols pussy, then I
     pulled  her  to me and began to slam in and out of her. After the number
     of climaxes I had that day it took me a long while before I was close.

       I  whispered  to  Carol,  "Oh,  God,  I'm  ready  to  cum." She panted
     back,"Fill me with your load, then I want to cum with Jim inside me."

       I  groaned,  slammed  into  her and squirted my cum deep inside her. I
     could  feel  her  tremble and knew she was close to her climax. I pulled
     her  off  my  still throbbing cock and laid her gently on her back. "You
     had better get inside her. She's hot and ready to cum." I said to Jim.

       He  was  climbing onto the bed as I spoke and the next second his cock
     was  sliding into her wet, cum soaked pussy. He began to slam in and out
     of her and I moved around to get a better view.

       The  sight  was  fantastic. I moved as close as I dared and watched as
     Jim's  cock  pistoned  in and out of her. Finally I heard Jim moan, then
     Carol  let  out  a  strangled cry and I watched in amazement as his cock
     throbbed  and  her pussy contracted around it. A second later cum leaked
     out  around  his cock and ran down the crack of her ass to puddle on the
     bed. It was so erotic, I found myself wanting to stuff my half hard cock
     back into her hot, wet hole.

       I finally tore my gaze away and started pulling on my clothes. After I
     was dressed I walked over to the bed , leaned over and gave Carol a long
     lingering  kiss.  Jim  grinned  at  me  and  said,"I  hope  you  enjoyed
     yourself."  With a grin I brushed my finger tips over Carol's nipple and
     as it hardened I said"Immensely. But it's time for me to go home."

      Carol pulled me down, kissed me again and whispered,"Until later."

       Carol  and  I made love many times after that, but that first time was
     the most intense sexual encounter of my life.

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