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At 41 Brian Somers was considered by everyone who knew him to be a Teddy Bear. He stood well over six feet, athletic almost to a fault, and appeared as though he could wrestle a Grizzly Bear, taking it two out of three falls. In addition to that, Brian was ruggedly handsome looking and was considered "quite the catch" by many of the women who worked at his office.

Which was one of the reasons everyone had been so surprised when Brian and his wife of over 15 years were suddenly divorcing. Brian had come home from work to find a note waiting for him on the coffee table. His wife had fallen in love with her boss. Just like that, it was over. They had not had any children. Gayle had been incapable of having any, which was just as well under the circumstances. Even so, the divorce had been hard on Brian. He became a bit of a recluse away from work, refusing to go out and socialize though his best friend Larry, who'd also been his best man at his wedding, tried every trick in the book to get him to start dating again.

The day a sweet spirited young woman half his size, if that, came to work at his office all that changed. Christy was five years younger than Brian, not exactly petite by any means she stood barely over five feet with long blonde hair that hung well down to the middle of her back. Larry, also single, began hitting on her immediately. But was quickly, though courteously, informed that she was not interested in him, nor interested in any office romance for that matter.

As was usually the case, Larry and Brian had taken in one of their favorite spots for lunch, which was close to the office. The place was packed as it usually was during the lunch hour, but they were fortunate enough to secure one of the few tables available. They had just begun to eat when Christy and another woman that worked at their office walked into the dining area with their lunch looking for a place to sit. Spotting them, Larry stood up and waved them over. Christy was hesitant at first, but Dianne, the other woman who was with her, knew Brian and Larry very well through their long association together at work. Immediately she smiled, nodded her head and then made her way over to the table with Christy in tow.

"Busy today,." Dianne said sitting her tray down at the table. "Brian? Larry? Have either of you met Christy? She just started working with us a week ago."

Brian had not met her yet of course, though he had already gotten an earful regarding her from Larry. Brian stood and offered her his hand, which she accepted and shook a little shyly when she did.

"Yes, we've met," Larry said simply, smiling at her but refusing to stand up.

"Figured you had," Dianne said flippantly at him.

That had been the way they had met, and though it had taken a considerable amount of time, a couple of office party's and get together's, to everyone's surprise, Brian and Christy had begun dating. Nearly a year later they were still together and the office gossip had it that they would eventually one day get married.

Brian was the regional manger for the company's product distribution, and from time to time had to travel and meet with the supply centers that handled his company's product line. On this trip, Larry would be going with him as he worked in sales, and was also going to be presenting and introducing some new products. Their trip would keep them holed up in the hotel over the weekend. But with Larry along as company, Brian was actually looking forward to the time he would be spending with him. Although, Larry was prone to drag him to one bar after another in his constant pursuit of "pussy-happiness" as he called it, so Brian was not really looking forward to that.

Brian enjoyed a leisurely dinner with Larry in the hotel restaurant, then true to his word, tagged along with him to a nearby "titty" bar as Larry referred to them. Several beers later, along with a fist full of one dollar bills that he and Larry had stuffed into several of the women's g-strings, they moved away from the dance floor and took seats in a booth.

"Not as close to the dancers," Larry said none too happy about moving back.

"True ... but not as expensive either!" Brian stated.

Larry had struck up an'eye-contact' relationship with one of the dancers earlier, aided by a considerable amount of cash. As the same dancer came out on stage once again, she immediately looked along the front row for him and seemed disappointed when she found he was no longer sitting there. Spotting him finally where he and Brian sat back in the darker recess of the bar, she waved at him and actually blew him a long distance kiss.

"Doesn't she have great tits?" Larry asked Brian, watching as the tall dark haired woman on stage went through her paces, arousing and teasing the clientele who'd immediately moved in taking their vacated places.

Though Brian had been looking towards the stage he had not really been looking at her. He had spotted a blonde haired beauty that reminded him a lot of Christy. She had obviously just arrived for her shift and was preparing to perform on stage next.

"Of course ... probably not as good looking as Christy's must be," Larry said off handedly.

"I wouldn't know," Brian responded without thinking.

"What?"

Realizing what he had just told Larry in three simple words, Brian waited for the litany of questions he knew was sure to come.

"You mean to tell me that in all these month's you've been seeing each other that the two of you haven't done anything?"

Brian shook his head "No", draining the last of his draft, immediately signaling to one of the dancer/waitresses to bring them over another.

"You've gotta be shitting me!" Larry exclaimed honestly surprised by Brian's revelation. "Come on buddy ... tell me, what gives?"

The truth was Brian had been dying to talk to somebody, even Larry, though he expected more recrimination than understanding if and when he did. "We've never done it," he began simply. "We've kissed a lot, and sometimes it can get pretty passionate. But it's never gone beyond that."

"How come?" Larry asked with a real hint of concern in his voice.

"Wish I knew. Just when things start to get pretty heavy, either she breaks it off ... or I do."

"What? Why?" Larry pressed.

"Well ... we talked about it early on in our relationship. Christy didn't want whatever was happening between us, if it was meant to happen to be based merely on sex. We agreed that we'd give ourselves a year, and then see."

"You're a fool!" Larry told him. "Nobody in their right mind would ever agree to do something like that, especially with someone as attractive as Christy is." Larry sat back contemplating what Brian had just told him. "Maybe she's frigid," he said as though suddenly everything made perfect sense. "The last thing you want is to get into another relationship with a woman who's flaky..."

Brian shot his friend a warning look.

"Brian, listen to me. I actually like Christy. I think she's probably the best thing that's happened to you in a long time ... but you've got to get laid my friend ... it's just not natural!" Once again he sat back, as realization dawned on him. "You're telling me you haven't been with a woman in all this time, aren't you?" he said.

Once again Brian nodded his head saying "Yes, I haven't."

"Shit dude! We've got to do something about that!"

Brian rolled his eyes, he should have known better than to try to confide in Larry, even if he was his best friend. "You don't understand Larry, I think I may be falling in love with her, and I'm not about to try to force myself on her until she's ready."

"So ... don't. But meantime, there's nothing that say's you can't find a little pleasure elsewhere!" he said grinning.

The dancer with whom Larry had been flirting with all night finally finished her set, redressed, and headed over towards them. "I just got a great idea!" Larry said watching her approach. "We're gonna get laid tonight my friend!" But before Brian could say anything to him about it, the dark haired woman reached their table and slid in beside them.

Although the brunette had put most of her costume back on, she was more out of it than in it as she sat down next to Larry. "I missed you." she said dropping her hand down into his lap. "Oh ... and I see you must have missed me a little bit too!" she winked.

Larry laughed huskily. "It missed you a lot more than you think." he responded back, emphasizing the word so there was no mistaking his meaning. And then the brunette laughed lustily.

She introduced herself as Marlene, brushing herself coquettishly against Larry's arm ensuring he was well aware of her oversized breasts pressing against him. "Do you guys feel like having a party later?" she asked. "I get off at midnight..."

Larry was grinning from ear to ear. "Sorta like Cinderella huh?" he asked, but the brunette must have missed it.

"Cinderella?"

"Yeah ... you know, the fairy tale? Midnight? Cinderella met her handsome prince and she got off around midnight?"

"Oh yeah... !" Marlene said laughing, finally getting it.

"That's the story where she turns into a pumpkin at midnight ... and her prince gets the nickname of Peter, Peter, Pumpkin eater ... right?" Marlene added

"Ah yeah ... right." Larry said shaking his head in wonder."

"Anyway ... so do you want to?" she asked him once again, and in her next breath, " ... you two aren't cops or anything are you?" she asked.

Brian realized suddenly where this was going, and what she was asking. "Larry ... I don't think..."

"Nope ... not cops, and we'd love to party." he said cutting Brian off.

"Oh ... we?" Marlene said turning to face Brian. "That will be double you know..."

"Listen, if you really want to party, do you have a friend you could bring along with you?" he asked.

Marlene smiled, glanced up and indicated the girl on stage. "How about Serenity?" she asked.

"Serenity?" Larry questioned.

"Yeah ... that's her name, the one who's dancing now."

"Larry!"

Larry ignored Brian completely however and made arrangements for Marlene and Serenity to come to their hotel room as soon as they were off. "It's just around the corner from here," he told her, giving her the room number in the process.

"I know the place," Marlene said grinning. "I like it there. Ooops, better run, I'm on again in a few minutes, and I still need to change!"

After Marlene had excused herself, Brian rounded on his friend. "Larry ... I can't do this, what if Christy were to find out? And besides, I've never paid for it in my entire life!"

"So who's gonna tell her?" Larry said answering the first question. "And ... you have been, only you don't realize it." He stated answering the second.

Brian continued watching Serenity on stage. It was almost uncanny the way she looked and reminded him of Christy. He wondered, "Maybe it will be like making love to her." he mused silently. "O.K. Larry ... but so help me, if you ever breathe a word of this to anyone!" Brian balled his fist threateningly. It was not a fist to be taken any too lightly either.

"Don't worry Brian. My lips are sealed."

"They better be ... or they will be ... permanently!"

They left the bar shortly afterwards, making their way back to the hotel where Brian found a message waiting for him at the front desk. Larry picked up a few messages himself, then turned waiting to see what Brian's was all about.

"Christy. She called to remind me this is her Sorority weekend." He did not bother telling Larry anything else. She'd simply said, "Miss you..." They had never told the other they loved each other, or anything like that. In some ways it was as if they had a platonic relationship, aside from a little kissing once in a while.

"Christy still attends those silly Sorority things? I thought once you finished college, you're supposed to leave all that shit behind," Larry commented.

They reached the elevators and Brian pressed the button for their floor. "Apparently not, Christy said something to me about it once. She said that she would always be in this Sorority no matter how long it is, and something about always being apart of her sisters or some such."

"Sounds weird to me. I was a boy scout too, but I don't attend the meetings," Larry said half seriously.

"Well anyway, she seems to enjoy it ... and if it keeps her happy..."

Larry interrupted him, "But what about you Brian? What does she do for you to make you happy? Does she love you? How does she show you if she does? Do you the two of you enjoy sex? No ... of course not!"

"Ok, ok ... enough!" Brian said getting a little irritated with him. "You made your point."

"Did I?" Larry said hopefully. "Listen man, you're my best friend, and I truly do want the best for you ... and if Christy's it, then so be it. But from the way I see it, nothing's changed in nearly a years time. And by what you told me tonight, I don't see a hell of a lot changing any time soon. But ... I think this bullshit of you going without is stupid my friend. If Christy wants to wait ... so be it, but why should you have to?"

Brian had had a little more to drink that he would have preferred. His head was all muddled, the things Larry had been saying to him and asking him where the same questions he had been wondering about, and asking himself for a long time now. And worse, it had been a very long time since he had slept with a woman. After seeing all that sweet flesh at the club, Brian was aroused and had been most of the night. He was after all only human.

A short while later, Marlene and Serenity arrived at their hotel room.

Brian saw Larry discuss "financials" with Marlene and Serenity briefly for a moment. He always kept a substantial amount of cash on him, which drove Brian nuts as he was always flaunting it. He wondered why Larry had not gotten rolled, or worse because of it as he typically enjoyed flashing his "wad" whenever they went out. Brian was still a little uncomfortable with paying for a "hooker", as he looked at it, but as Larry was actually treating him to this particular little party he was throwing, he managed to shove his quirky moral attitude away in the closet, locking the door.

Once the terms had been satisfied, Marlene and Serenity got immediately down to business, which meant they immediately took their clothes off. Brian and Larry had been good friends and buddies for years, but in all that time they had never seen each other naked, or been in a situation quite like this one before. Again, Brian felt a little awkward when he realized the situation would more than likely cause the two of them to do exactly that. Marlene and Serenity obviously did not share or have that same problem, crawling quickly onto the bed together once they were naked; they began putting on a sexy little show for them both. Brian guessed correctly that Larry had sprung for something a little special in the way of some good old fashioned girl-girl action to get the ball rolling.

Brian was still amazed at just how much Serenity reminded him of Christy. In a way, it was like watching her with another woman, a thought he had secretly entertained on occasion, among others while he had masturbated while thinking about her. But seeing her naked, wondering how closely in appearance that Christy might look to the way the blonde did soon made him aroused with excitement and anticipation of doing just that.

They were very close to the same size and shape in all areas. Serenity's breasts though not extremely large, certainly not as large as Marlene's were, were nevertheless every bit as full and alluring. Her nipples were almost a rosy-pink, smaller areola's than Marlene's much darker and wider "hubcaps" as the boys often referred to them, but so tasty looking that he wanted to devour them with his mouth.

"Is this fucking unbelievable or what?" Larry said as he stood off to one side watching the two women going down on each other on the bed.

Brian had to admit ... it was. They were both attractive women anyway, but seeing them together like this was stirring feelings and emotions in him he had not felt in a long time, a very long time.

Brian turned towards Larry to say something else to him, and forgot all about what he was going to say. The sight of seeing his friend standing off to one side playing with him self took him by surprise. Larry had always joked and boasted about having a "big dick" but Brian, along with most everyone else considered it "prideful" boasting more than anything else. Now however, the truth was in the putting, or in this case, the "pulling" as Brian continued watching Larry stroking his enormous sized cock. Brian was certainly no slouch in that department either; certainly never having any complaints by anyone he had ever been with. But compared to Larry, he had a slight twinge of envy and even a little embarrassment as he stood there watching his friend on the one hand, and the two girls on the other.

Eventually even Marlene noticed what Larry was doing, and became immediately interested in moving things along. "Oh my ... look at the size of that one!" she said openly. "Come here lover ... let me see that!" she said seductively.

Serenity was eyeing Brian with a similar curiosity, though hers was one in which she had not as yet seen his equipment, and wanted to. Brian was glad he was becoming aroused, but he also knew he was not as yet erect in the same way his friend was, and felt slightly uncomfortable at the moment. Serenity seemed to understand his hesitation however, sliding out of the bed moving away from Marlene as she sat on the edge of the bed admiring Larry's prick with her hands.

Brian was glad she had come to him. He stood behind and for the moment, out of sight of any comparisons from Larry. Serenity deftly unbuckled his belt, slipping the clasp free of the hook on his trousers, and unzipped him in the twinkling of an eye. She did not even bother looking at him initially, simply placing her mouth over the head of his prick and sweetly drawing Brian's hardening cock inside her mouth.

Brian continued to stand at the foot of the bed, while Serenity sat on it, sucking his penis to a wonderful firm hardness. He watched as Marlene helped Larry to finish undressing where he then moved up and between her legs and introduced himself a little more intimately. In seconds, Larry was thrusting in and out of Marlene's cunt with abandon, while she in turn wrapped both legs around his ass and hung on for dear life.

Serenity finally stood and began helping Brian to undress. When she had done so, they moved the few feet necessary to reach the twin bed and quickly fell into it together. Unlike Larry however, Brian was not all that eager to hurry things along. Already in his mind, he was seeing Christy, acting out the fantasy of being with her, and wanting to do the things to her ... to Serenity/Christy that he had only secretly fantasized about doing.

Even Serenity seemed a little surprised when Brian slithered down between her outstretched legs. She was expecting him to board her like a train. Instead, she was shocked when he did not. He began to tease her pussy with the tip of his tongue so lightly that for a moment she wasn't sure what he was doing. Gradually however, as she became more sensitive to his ministrations, she began to enjoy the light subtle pleasure of his tickling exploratory tongue.

"Oh ... that feels nice!" Serenity exclaimed, causing both Larry and Marlene to look across the room at them.

"Way to go buddy!" Larry mused.

Brian ignored him however, too lost within the confines of his mind-fantasy to acknowledge Larry's comment. He continued to twirl his tongue over and around the sweet glistening folds of Serenity's pussy, delicately pausing to suck her lips inside his mouth, nibbling, chewing, once again stabbing at her with his tiny tongue prick.

To his delight, Serenity was audibly expressing her pleasure, though he heard Christy's voice doing so instead.

"Oh Brian ... Oh Brian!" The blonde vixen kept repeating over and over again. "Oh yes, Oh shit yes! That feels so fucking good!"

Serenity squirmed beneath him, mashing her cunt against his face and grinding herself frantically in expectation of the orgasm to come. He captured her tiny nub of pleasure between his lips and suckled it igniting a thousand tiny little nerve endings that spread off in every direction like a horde of torchbearers at the Olympics.

And like spectators cheering on an event, Larry and Marlene sat up watching Brian as his tongue slid through the marvelous groove of her pussy like it was the bob-sled run itself, going for a new Olympic record.

"Oh fuck!" Serenity screamed just seconds before her orgasm overpowered her, seizing her toes which curled into tight little balls against her feet, and then loosened, as the wave of ecstasy and pleasure tore through her entire being simultaneously, branching out in all directions at once.

"Holy shit Brian ... can you teach me how to do that?" Larry asked half seriously a few minutes later.

Serenity had actually managed to rip tiny tears into the sheets with her long fingernails with one hand, unconsciously doing the same thing to Brian's back with the other. Tiny little tendrils of blood appeared on the surface of Brian's back where she had inadvertently dug into him when she came.

"Oh Brian ... I'm so sorry. I had NO idea I'd done that," Serenity said apologetically to him, meaning it.

Only now, Brian became vaguely aware he even had an audience, sheepishly wiping his face from the lingering moist fluids that had smeared his face from Serenity's orgasm. He sat up slightly embarrassed, especially as he realized his prick stood firm, hard, erect, and in need of a little immediate relief.

Marlene slid off the bed she was sharing with Larry almost hypnotically. Moving towards where he was sitting, she slithered up against him pushing him back onto the bed and then slipped down between his legs. Brian felt her mouth engulfing him, her lips cool and tender around his heated flesh. Suddenly Serenity was moving once again, rolling over where she soon joined Marlene in the simultaneous tongue dueling taking place on his erection.

Not to be left out, Larry walked over to the end of the bed where Serenity, positioned as she was, gave easy access to his prick as he knocked it up against the opening of her still wet glistening pussy. He slid into her slowly, eliciting soft sounds as his prick enveloped her, filling her. Brian felt the sensation of her tongue become almost frantic upon his shaft, licking his balls while Marlene knobbed the head of his prick wildly. Brian felt the sweet tingling as it caressed the inside of his shaft, making it's way slowly up the length of his penis until he erupted in a glorious spray of sweet agonizing bliss. Marlene and Serenity fought over his cream, chasing it as it leapt from the tip of his cock, swiping up the trails of his jisim as it landed on them and everywhere else for that matter.

Larry soon joined him, though he pulled out of Serenity's pussy and emptied himself against the backside of her ass. Marlene quickly moved over to her friend, rubbing Larry's cream, spreading it into Serenity's skin like so much lotion.

Christy was excited to see Brian of course. He didn't travel all that often, but whenever he did, Christy always had a special evening planned, or cooked him one of his favorite dinners. As Brian had been gone a little longer than normal, he secretly hoped that maybe this time things would actually progress a little farther than they usually did. By the time they had finished dinner and settled down on the couch in the living room next to a nice warm fire, Brian had begun to entertain hopeful desires that this evening would see their relationship progress a lot further.

As he'd hoped and expected, they had begun kissing, and the kisses soon became more passionate and needful. Christy had even pulled Brian over on top of her on the couch at one point, where Brian continued the kisses along her neck, teasing her earlobes, and finally at the softest portion of her lower neck where Brian first touched soft flesh in areas he hadn't been before.

"Brian ... no, we can't ... not yet" she told him. He hadn't put his hand quite on her breast directly, just sliding it off to one side where he had indeed come into contact with the roundness of it as it spread away from her chest.

"I want you..." he told her lustily.

"I know ... and I want to be with you too," she responded. "But not now ... not until we're both ready," she informed him.

"But I am ready Christy..."

"I know ... but I'm not." she said softly. "I need to make sure of a few things first," she said trying to explain her feelings to him. But all Brian heard was "I don't know if I love you enough yet to want to do that."

Frustrated, Brian sat up moving away from her then. "Maybe I'd better go," he stated, trying desperately to conceal his hardon as he did.

"Maybe you should," Christy told him. "Brian? I just need a little more time..." she offered. "Don't be angry with me ok?"

"I'm not," Brian said with a little too much edge to his tone. He leaned over, kissed her on the top of her forehead. "Good night Christy, I'll call you tomorrow." With that, Brian grabbed his jacket off the coat rack in the hallway and let himself out the front door without saying another word to her in parting.

Brian truly was a bear the next day at work, seemingly growling and grumbling at nearly everyone, including his best friend Larry.

"Lunch?" Larry asked, sticking his head inside the door.

"Not hungry," Brian said not even looking up at him. "Besides ... I have too much work to do here today to think about food."

"It's not food you're thinking about." Larry said, finally causing Brian to look at him.

"It's that sweet pussy you were eating in the hotel room," he near whispered, lowering his voice so that no one outside Brian's office could hear him.

"Larry? Get the fuck out of my office!" Brian bellowed, caring not one single wit if anyone had heard him. Though by the sudden flurry of movement as several people quickly disappeared, scurrying away like rats, it was obvious they had.

Larry was too good a friend to let Brian get to him, however. Seeing that Brian wasn't acting like his normal old self, he stepped inside the office, closing the door behind him.

"Christy?" He asked knowingly.

Brian quickly shot him a look that said, "Mind your own fucking business!" without saying the words.

Larry ignored him however, taking a chair and sitting down across from him. "I don't know why you put up with her," he told him. "I certainly wouldn't!"

Brian continued to glare at his friend, but remained silent. He was listening, as much as he hated to admit it.

"Why don't you forget about her Brian? There's a ton of women who would just love to go out with you ... hell, fuck you for that matter."

"I don't want to forget about her Larry! I ... I ... I love her! I think..." he added.

"You think?"

Brian growled at him.

"Ok, ok, whatever. But listen to me for a minute. You can't deny you had a great time last week can you?"

"No..." Brian admitted.

"Then what's it going to hurt if you have a little fun on the side ... at least until Christy decides to finally come around, or until you finally decide to quit putting up with her."

"I can't do that Larry. If I were to become involved with anyone else, word would get back to her, and then that would be it, regardless of how she truly felt about me. It would ruin everything!"

"What if she never knew?" Larry asked.

"Oh yeah right ... how's that possible?"

Larry was grinning wickedly. "It's very possible," he told him. "I've been considering the same thing myself, but only half seriously. Something another friend told me about, about a month or so ago. I didn't really give it a lot of serious thought until the other day when I ran into him again. We went to a local "titty" bar together for a few beers, and he told me about his latest and greatest experience. To be honest Brian, I had a hard time believing him, but I know this guy ... and he's for real!"

Brian was stunned to find himself actually listening, let alone curious about what Larry had in mind. "So? What happened?"

Larry began to lay out the entire story for Brian. "Terry belongs to a very private club. Membership is expensive, and secrecy is paramount about even belonging to it."

"Well if it's so secret, then why is this guy Terry telling you about it?"

"Because it's not the club itself that's secret ... just the membership."

"What?"

"The people that belong to it ... that participate. No one knows who anyone else is or who's a member, unless they invited or recruited him or her, themselves. Everyone who attends has to wear some sort of head covering, Terry said they're comfortable to wear, and don't keep you from enjoying yourself, but ... you are clueless as to who anyone really is. He told me there's supposedly some very influential people who are members, though no one really knows for sure who they are. He even said he thought one or two of them were local celebrity's you know ... news anchors and the like, even a congressman or two."