The Best Friend

Part 1

It was late when we arrived at the house. We come straight from work and had driven for over three hours. My girlfriend, Lucy, was looking forward to seeing her best friend, Clare. Soon after Lucy's thirty-fifth birthday we had moved to new jobs over one hundred-fifty miles away. It had been six months since we had moved and my girlfriend missed Clare.

With wine bottles clattering and lugging bags we went into the house. There was the normal hugging and kissing. The wine bottles were immediately opened. It was going to be a drunken weekend.

It was quickly decided that we were not going out. Clare had cooked food. Before we knew it the first bottle was empty and the second was below the half way mark. Still in our work clothes my girlfriend and I needed to freshen up. So Clare, took us up to our room.

Lucy and Clare were nattering on and on, not missing a heartbeat. "Oh I did this, I did that, and then this happened, ohh I know." They had so much to catch up on. I knew I was going to be left out a lot but I did not mind. Clare was a great laugh and very good looking. So if nothing else I could privately gawk. Although we were close, nothing had ever happened between Clare and I.

Already, I could hear alcoholic slur in my girlfriend's voice as she drank on an empty stomach.

As I pulled out a new shirt from my bag Clare said, "I should leave you guys to change."

"No, stay I've missed you. We have so much to talk about. Neil doesn't mind."

Clare looked at me, I shrugged my shoulders and smiled as if to say I did not mind. Privately the thought of undressing in front of Clare excited me. The thought of watching Lucy undress in front of Clare excited me. I took off my shirt. I felt Clare's eyes flick over me. It made my mind race. I needed to change my trousers. I was going to be standing in my pants in front of my girlfriend's best friend. I started to undo my trousers. I suddenly realized that with Clare in the room I had a semi. Not wishing to offend Clare or embarrass my girlfriend, I turned my back to take my trousers off as nonchalantly as I could.

"Whey hey," giggled my girlfriend as I bent over. My girlfriend was acting out of character. The drink was definitely talking. But it made me feel good and I was glad I had a smart pair of black trunks on.

"Nice bum!" giggled Clare. She too was getting drunk. This was going to be an interesting weekend.

With my new trousers on I lay on the bed listening and watching Lucy and Clare. Lucy took off her trousers. Now she was standing there in her black thong. Watching Clare looking at her turned me on. Lucy picked up her new trousers and pulled them up, and the show was over. Or so I thought.

"Ohh, I like those trousers," said Clare. "Do you think they would fit me?"

"Try them on," said Lucy.

Lucy immediately started taking the trousers off. I suddenly realised this was getting interesting. I tried not to look too interested. I could see that Clare hesitated, my heart beat faster.

"No it's ok."

My heart sank.

"Go on," said Lucy, "they will look good on you. Come on, it's like a slumber party."

I wanted to say, "Go on. Go on!", but I was too worried to spoil what might happen.

Lucy had the trousers off and threw them onto the bed.

I could see Clare playing it through her mind. She looked at me and smiled. I looked at her. She was standing right at the end of the bed. Right in front of me.

"I should go. I should let you try them on. Call me when you are ready." I said getting up.

"No no no, it is ok. We are friends. Any way you just changed in front of me. And who knows what is going to happen this weekend, "said Clare. Her voice betrayed her nerves but was that a slight excited flush on her cheeks?; and what did, "who knows what is going to happen this weekend" mean?

Clare, started to undo her trousers. As she was standing right at the end of the bed I could not help but look. So I tried not to make it look like I was not staring. She was wearing a long top that would keep most of her modesty intact I regretfully realised; but this was probably why she was ok to try the trousers on. As she pulled down her trousers the long top fell over her knickers. However, she looked really sexy standing there with long smooth legs and no trousers. As she pulled up the trousers there was a quick glimpse of the white of her knickers.

"Give us a twirl," said Lucy.

Clare twisted and turned sticking out her bum.

"They look good on you," exclaimed Lucy. "What do you think, Neil?"

"They look great," I replied.

Clare smiled and started to take them off.

Another, quick flash of white and they were off. Clare handed them to Lucy; and there, in front of me, stood my girlfriend and her best friend in their knickers. Although, Clare's knickers were hidden the thought was still there.

Downstairs we ate. The wine went down quickly.

Lucy and Clare had so much to talk about and I was often left out of the conversation. So I would tune into the music and daydream. All of a sudden, I realized that Lucy and Clare were talking about Clare's last boyfriend. Apparently they had broken up a month earlier. I had missed what they were saying; but, Clare had obviously been talking about his cock.

In response Lucy suddenly said, "Neil's got a lovely cock!"

I raised my eye brows, as if to say, "Whatever!" However, I was secretly pleased.

"I am not going to show it!" I said hoping I would be dared to show it.

"Ohh," groaned Clare in mocked disappointment.

I tried to work out if this was a dare and decided that it was not. However, I found myself smiling to myself, but I tried not to show it on my face. I was sure that Clare's eyes had glanced at my crotch.

Clare was one of those people who reads a lot. So, she does not have a television downstairs. She keeps it in her bedroom. She does read a lot and is very clever. However, her disdain of television makes me smile because she watches a lot of television. Soon, she was talking about her new favourite comedy. She had the box set upstairs she told us. I found myself switching off again as she got my girlfriend more and more interested. Lucy was definitely beginning to get drunk. I had seen it all before. When she gets tipsy she is capable of anything. It is one of the reason I love her. It makes her unpredictable.

"Can we watch it, please Clare?" Asked Lucy.

"Sure but the TV is in my bedroom," said Clare.

"No worries, we can make it like a proper sleep over. We can all get into your bed!" Said Lucy.

My ears had pricked up, this sounded like fun.

We traipsed upstairs and into the bedroom. My mind was way ahead, but I was trying to be cool. What were we going to wear in bed? I did not want to ask the question as that would make me look far too interested. I did not want to give an answer as that would make me look far too presumptuous.

As if reading my mind Clare said, "What are we going to wear in bed? We will get far too hot in our clothes.

"Undies." said Lucy.

I could have kissed Lucy. It was the perfect response, even if it was the wine speaking. I desperately wanted to say okay but I felt I should not look too keen. I looked at Clare waiting to see what Clare would have to say. To my delight, Clare said, "That sounds like fun!" Thank you wine!

I quickly thought if we were all going to get into bed in our undies I wanted to be in the middle. I wanted to watch them getting undressed. So I pulled off my shirt and undid my trousers and got into bed as quickly as I could without looking too keen. Once again, I could feel my cock stirring. I did not know if it was the thought of seeing Lucy and Clare in their underwear, the thought of being in bed with two beautiful woman, or just the thought of seeing Clare undress that caused it. However, I did not want to reveal my thoughts. So I again turned my back and got into bed, quickly.

Now I was worried that I had rushed and looked too keen.

However, I need not have worried. The girls were chatting away oblivious of any of my actions. I now could enjoy the show. I was about to see Clare in her undies. What a good weekend this was turning out to be.

Lucy took off her top and stood there in her bra talking to Clare who was once again right at the end of the bed, right in my line of view. I tried to look disinterested. But with just Lucy standing there in her sexy black bra in front of Clare turned me on. Clare started undoing the buttons of her long top. I was going to see her in her bra. I had seen her in a bikini top many times. I had seen flashes of her bras under her clothing; but, I had never seen her just in her bra. The buttons were undone and I saw a flash of bra. Turning her back she slid the top off of one shoulder, then slid the top off. Turning she was standing in front of me in her white lacy bra. It pushed her large tits up. She looked very sexy. The back of the bra was transparent so you could see skin through it. The front was pretty and lacy. The front was opaque. Lucy was pulling down her trousers. She was wearing a black thong that matched her black bra. You could see a thin strip of her pubes through her thong. She stood in her undies chatting, with Clare looking at her, exciting me. As she got into bed I stuck out my arm so she could rolled into it. I was hoping she would not ask me to move over; I wanted to stay in the middle. To my relief she snuggled in and did not ask me to move. This only left a space for Clare on the other side of me. Lucy, lying on her side, put her hands on my chest. I placed my hand in small of her back with just the top of my fingertips enjoying the touch of her knickers.

Meanwhile, Clare was undoing her trousers. I could feel my heart beating. My cock was hard. I was hoping Lucy would not realized I had a hard cock and would not have hear my beating heart. I was going to see Clare in her knickers. Clare opened the top of her trousers and I could see a hint of her knickers. She pushed the tight trousers down her long legs and Clare was revealed to me in just her underwear. She was wearing briefs that matched her bra. I could see the crack of her bum through the back, but I could not see anything through the pretty lacy front. Standing in her knickers Clare bent down to put the DVD in and showed off her bum. I felt my cock twitch. Then, Clare got into bed. I had already pulled back the covers so she would lie next to me. She did not seem to mind. I was going to be in the middle. I again put out my arm for her to roll into, which she sort of did. Clare was lying on her back and I had my hand across her shoulders. Under my fingers I could feel her bra straps. With my arm around her she came in tight. Our hips touching. Clare started the DVD with the remote control. When she put her arm under the covers her hand came to rest them on my thigh which was bent upwards. It had no where else to go. I wanted her hand to fall down onto my cock; but, it stayed where it was. This was as good as it was going to get I was sure; and I was going to enjoy it.

I was not watching the programme. I was too busy enjoying having two near naked ladies lying next to me. My girlfriend was beginning to doze off and my cock had calmed down.

When one of the programmes came to an end Lucy came to.

"Are you enjoying this Neil? I bet you are. I bet you like having us lying in our undies next to you." Lucy asked.

I did not know what to say, so I said nothing.

"I bet you are. I bet you are all turned to on." said Lucy.

With that you put a hand under the covers and I could feel her hand moving towards my pants. She was going to touch my cock in front of Clare.

"Hmm what have we got here?" My cock had quickly come to a semi as my girlfriend fondled my cock with her hand though my pants.

"Hmm not quite hard but enjoying itself and growing," giggled my girlfriend.

"Really?" Said Clare. "I wish I could feel! You did say it was beautiful."

"Go ahead I don't mind! In fact the more I touch it the more it grows" giggled Lucy.

I am not sure if it was Lucy's touching or the fact that Clare had said she wanted to touch it that was making it hard; but I now had a massive hard on.

Clare looked up at me and rolled into me. I did not know what to do. So I shrugged and rolled my eyes as if to say I did not care. But I did care. I wanted her to touch my cock. Lying on her side I could feel her breasts on my chest. Her furthest away leg head rolled on top of mine. My mouth was dry and I was almost panting as her hand moved under the covers towards my cock. My girlfriend hand was still fondling me as Clare's hand touched the outside of my pants. As Clare's fingers went around my cock Lucy's hand moved away. Clare's fingers wrapped themselves around my cock.

"I told you it was good," said Lucy.

"You said beautiful," corrected Clare.

We all went back to watching the programme and talking about it as if nothing had happened. But now Lucy was lying on her back and I had my arm round her shoulders. Clare was lying on her side with her breast on my chest and her hand on my cock. Without Lucy knowing she did not stop touching me. As time went by every now and again her fingers would slip inside the flies and for a brief moment I would feel the skin of her fingers on my cock. Or her fingers would slip under the elastic of my pants touching my cock head which was forcing its way out. I on the other hand moved my hand across her back: over her bra back, under her bra back, down her back, over the top of her knickers and under the elastic of her knickers. I could feel myself wanting to touch more.

My girlfriend slowly rolled over with her back to us. It was clear she was asleep.

I had no desire to cheat on my girlfriend; but I was so turned on.

Clare put a hand in my pants. She was grasping my hot cock in her hand. Trying not to disturb Lucy she began to slowly wank me. At that speed I would never cum. I moved my hand from behind her back and tried to place it between her legs. But it was all awkward. The back of my hand was where the front of my hand needed to be. But I slid my fingers slowly into her knickers. I felt no pubes. She was completely shaved. With the back of my fingers I felt her wet lips; but I could not twist my hand so my fingers could slip in. I did not want to turn and face her. I did not want my girlfriend to wake up and know what we were doing. I took my other hand from under Lucy trying not to wake her and placed it on Clare's tits. Slipping my finger under the cups I moved my fingers down to her nipple. It was hard. I rolled it under my fingers; and then spread my fingers and grasped her breast.

"I want to see your cock," whispered Clare.

With that she pushed the covers down. As she did I pushed her bra down so I could see her nipple for the first time. She carried on pushing the covers down until she got to my cock. She pushed my pants down releasing my cock. She started to pump my cock.

"Stop! You will wake Lucy!" I groaned.

Frustration was building. We could not do this lying next to Lucy. I so wanted to cum. I had not even properly touched Clare.

To be continued...