The three of them went to dinner in town. After dinner they just hung out at the bar drinking and talking. Since they'd been friends for so long they were very comfortable discussing anything together. Bert learned that Amanda loves to watch Peter masturbate and loves to have him cum on her breasts. Naturally Peter also likes to watch Amanda get herself off (what man doesn't). The more the night went on and the more the conversation progressed, the more affectionate Amanda and Peter became with each other. Peter convinced Bert not to drive; it was almost 2a.m. and he had downed quite a few beers during the course of the night. Bert didn't particularly feel drunk, but he guessed he was a little buzzed. So they convinced him to stay.

When they got to their apartment Amanda gave Bert sheets and a pillow for the couch and the couple disappeared into the bedroom. They weren’t in the mood for sleeping.

Bert took off his clothes and changed into the sweats and tee shirt that Peter had loaned him. He settled onto the couch and started watching television. It wasn't long before he must have started hearing the familiar sounds of sex. The bedroom was directly above and even through the closed door he could hear Amanda's soft moans. Bert had always found her very attractive, so the thought of what might be going on in there instantly turned him on. It wasn't long before his cock swelled and he found himself stroking it through the sweats. This went on for a while and soon his hands were inside the sweats, one stroking my penis the other playing with his balls. Amanda's moans got louder and Peter started to chime in. Maybe it was all the beer that loosened him up, because he yelled up at them them. "This isn't cool at all, you're driving me crazy in there."

An instant later, or so it seemed, Amanda appeared next to Bert wrapped in a bedsheet looking really very gorgeous in a disheveled sort of way. She had a devilish look on her face as she caught his obvious hard-on under my sheet. "Oh Bert, I'm sorry...you want to come play?"

Bert was totally embarrassed and really caught off guard. Peter was now behind her and he too looked a little surprised at her offer (but happy). Bert looked at him for a signal one way or another. She caught this exchange and took Peter by the hand, "Come on honey, we're all friends, it's just for play."

Before he could say anything she stood up and kissed him...a very deep and long kiss, her tongue dancing in his mouth. The sheet she was wrapped in fell to the floor and Bert saw her naked for the first time. She was really pretty with long dark brown hair. She had full breasts and kind of the Monroe type figure; not super thin but very soft looking. Bert was drawn to her trimmed but dark pubic hair. Watching this brought Bert’s cock back up to its full length. Who knows what Peter was thinking about all this but her kissing was turning him on because you could see his cock growing under his boxers.

Amanda moved from his lips down his neck to his smooth chest, stopping at his nipples to lick them, then trailed her tongue down his stomach and put her mouth around his cock, but through his boxers. Bert watched this completely transfixed,