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then the undersides of her bare breasts. He stopped for a moment and looked at her again. "Perfectly safe," she confirmed once again. He moved to kneel beside her and placed his hand on her bare stomach with his fingers pointing down toward her crotch. He looked her in the eye and slowly started moving his hand under the waistband of her sweatpants, daring her to stop him. Katie merely met his gaze and continued to smile up at him. I wasnt too surprised by Larrys actions. Between Katies full exposure, the naked hugs, and Sharon giving me a handjob, there was an implied consent to certain freedoms by this point. My only concern was whether Sharon was ok with her husbands actions. It didnt seem that Sharon had any problems with what was going on. She was watching the display unfold before her with seemingly amused but rapt attention. I tugged on her sleeve and motioned for her to come closer to me. I swung my legs up on the couch and she lay back between them with her back against my chest. After a few moments, I eased my hand under her sweatshirt and rested it on her belly. We continued to watch our spouses and just lay there together. Larry had his hand well inside Katies pants by now and you could tell that he was stroking up and down along her pussy. Katie continued to smile up at him, not saying a word. Her only change was to part her legs to give him better access. After a moment, her legs parted further and I could tell that his finger entered her because she finally closed her eyes and parted her lips. I moved my hands up to cup Sharons breasts under her sweatshirt and meeting no resistance from her, proceeded to caress and massage them as we watched our spouses. Sharons nipples were responding to my attention, but it actually felt a bit odd to have my hands full of breasts and that her nipples were not nearly as large or as hard as Katies. Larry looked up at us from the floor and took in my hands under Sharons sweatshirt. Other than her bare belly, Katie was not really exposed nor was Sharon. But it was obviously a exhibitionistic/voyeuristic opportunity. So I moved my arms within Sharons sweatshirt to pull it up across her belly with my forearms and then rotated my hands to expose her breasts as I played with them. This also gave me another chance to take a better look at them. They werent all that large compared to a lot of what you see in the movies and TV, but she was quite a handful compared to Katie. Katie wears bras so infrequently that bra size is not a topic that I find myself well versed in. You could stand a half dozen topless women in front of me and Id probably get the bra size wrong for every one of them. Katie joking refers to herself as "less



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than a double a-cup" or that its like going to the doctor when he pulls out the tongue depressor, "AAAA..." Ive really noticed the change in how Katie talks about her body. What used to be bitter self-depreciation has turned into good-natured jesting. I guess that I should back up and give a better description of Sharon. Slightly taller than Katie, Sharon is just over five and a half feet tall. She has shoulder length dirty-blonde hair and a lighter complexion than Katie. She has a fuller figure than Katie and stays in shape. Running after two precocious girls probably has something to do with staying fit! Over the years we had all seen each other in shorts, bathing suits, and such. But tonight was the first I had a chance to see her in less than a bathing suit. As I started to say, Sharons breasts were a good handful. They were pale with pale quarter-sized areola, little nubs of nipples, and you could see the trace shadows of a few bluish veins under the surface of her skin compared to Katies dime-sized crimson areolas and prominent nipples with a smattering of freckles across her chest. I leaned in to whisper in her ear to ask about the girls and whether I should be cautious about exposing her. Her voice was distracted and dreamy as she told me that they were down for the night and would call from the top of the stairs on the rare chance that they did need something. Larry got the hint and moved to reposition himself and urged Katie to move with him. He backed up so that he could sit against one of the armchairs and positioned Katie between his legs and resting against him so that they were facing us. Even though he had his hand down her pants a moment ago, he backed up a bit and mimicked my actions to get his hands under her sweatshirt and expose her breasts both for himself and for Sharon and me to watch. And all four of us were definitely watching each other. It was a bit different to see Katie being fondled by another man, even if it was my best friend. Not an issue of jealousy or otherwise a bad thing, just different. The ladies settled back into our arms and enjoyed our attentions. However, Larry had tasted the "forbidden fruit" (as it were) and it wasnt long until his hands were once again roaming down across Katies belly towards the waistband of her sweatpants. He rubbed across her belly a few times and let his fingers slide under the waistband. About the third time that he did this, Katie raised her hips for him. He paused a moment, unsure of her intentions. When her hips remained raised for him, his hands slowly went to the sides of the waistband of her sweats and started to push them down. He got them down to about mid-thigh before he could not reach over her any further. Katie took pity