This summer, I visited my family and friends in Charlotte, North Carolina 
where we stayed with friends, Bob and Joyce in their lakefront summer home. 
We had lived in North Carolina until a few years ago when we moved to 
Arizona. Their children were not there this 4th of July weekend. They have 
two daughters, one about 21 and the other about 18. It was a large house with 
a kitchen and family room in the middle, the master bedroom on one side and 
two other bedrooms on the other side. The two bedrooms facing the water had 
doors leading to a wrap around deck covering the whole back of the house. The 
view was breathtaking with a panoramic view of the lake in both directions.

One night, I couldn't sleep, so about 2 a.m. I got up and went out on the 
deck. There was not a cloud in the sky. Many bright stars and the moon were 
visible. I laid down on a lounge chair taking in the breathtaking view and 
finally fell asleep. I was awakened by what seemed to be a fly or bug on my 
penis. This really startled me since I assumed it was a spider or some other 
critter. With quick movements I brushed off this area. I hadn't realized that 
my penis was visible trough my boxer shorts but gently tucked it back in.

As I settled down, Joyce came over from the door at the other side of the 
deck. She sat on the edge of the chair and began talking to me. Apparently, 
she couldn't sleep either. We talked about all the times we had enjoyed when 
we all lived nearby. For some reason, Joyce began caressing my ankle. This 
was not like her, but I was certainly not going to complain. She said that 
Bob had gotten up early and really need his sleep so we needed to try to be 
relatively quiet so as to not disturb the others sleeping. She scooted up 
closer so we could talk more quietly. As she moved up, the cotton pullover 
nightie seemed to move further up her legs. Maybe she didn't notice this, but 
this and her caressing my ankle was driving me crazy. By this time, I could 
see the edge of her white panties and I had a raging hard-on which was 
difficult to contain. We continued to talk about the times we had experienced 
and the many parties we at each other's house. We seemed to have these 
parties every few months and we always ended up very drunk. This is something 
we can't do today with all the emphasis on driving while intoxicated.

We talked for what seemed like an hour. A time went on, she had moved up to 
my knees and was gently rubbing the back of her finger about three inches 
above the inside of my knee. I was trying to keep talking intelligibility, 
but was distracted by her panties and the shadow of her erect nipples. This 
was not providing any relief for my raging hard-on. It had become visible at 
the slit in my jockey shorts, but I was afraid to try to move for fear that 
this would be over.

We heard a noise down by the lake. This seemed to spook Joyce a little. I had 
not heard any waves so knew that no boats were nearby. Joyce scooted up 
closer and asked if I had heard the noise. I told her yes but I didn't think 
that anyone was there. She said that she wasn't worried that anyone was there 
since in the five years they had owned this house there had not been any 
evidence of others around. She was wondering what type of animal would be 
around. I offered to go check it out but she wanted me to stay close to her. 
Again, this was fine with me. By this time, most of her panties were visible. 
In fact, I could see the outline of her lips through the fabric thanks to the 
moon. If that wasn't enough, she was still caressing my thy and was much 
higher with her moving up.

Every few minutes we would hear the noise, but still could not figure out 
what was out there. Joyce continued driving me out of my mind. I wouldn't 
dare say anything for fear that she would stop what she was doing. She was a 
very pretty woman, about 40 years old with a perfect figure and gorgeous red 
hair. Her breasts were about a 38 with very predominate nipples. Since she 
was wearing a white night shirt and white panties, I could see everything she 
had to offer in the moonlight. The whole time I have been trying to sneak 
peeks at her nipples and her pussy lips showing an imprint through her 
panties, without getting caught. I had begun almost staring at her panties 
because they seemed to be moist. This was driving me crazy. I was afraid to 
do anything to acknowledge my feelings which may jeopardize our friendship. 

About that time, we heard the noise again. It again seemed to startle Joyce. 
As she jumped, her hand was resting along side of my penis. During this time, 
she was pointing to a large tree down near the lake, where she thought the 
sound was coming from. Maybe she new what she was doing and maybe not, but 
her hand was caressing the side of my penis. About that time, it was almost 
as if she realized what she was doing, because there was a worried look 
across her face. Neither of us said anything, but this seemed to pass. She 
had not stopped. Now she was rubbing along the slit in my shorts and along 
the length of my penis.

I took a chance and began running my finger over her panties and along the 
imprint of her pussy lips. I was afraid this would cause her to stop and run 
away, but she seemed to be responding and was gently moaning. She now began 
caressing my penis with both hands and was pulling my penis out the slit in 
my shorts. She leaned over and kissed my penis. I then pulled the elastic up 
and began running a finger along her moist slit slowly at first then inserted 
a finger. She reached up and pulled my shorts off and I raised my hips to 
make this as easy as possible. I leaned down and began to lick along the side 
of her seam. It was a little difficult with the panties, so I reached up, 
took hold of the waist band and pulled her panties off. She lifted her hips 
to help me which let me know that I was home free. I licked her pussy taking 
time to gently cover each fold and her clitoris. Finally, my tongue was in as 
deep as possible. She was moaning and I didn't want this to end but we were 
still trying to be quiet.

I was worried that I would loose my load but did not want to come yet. I 
raised up and she took the opportunity to stand up and straddle me. As she 
lowered herself to me, I began to rub the tip of my penis along her moist 
slit. She reached down and caressed my balls. She seemed to try to get me in 
all the way, but I held her back so that I could extend this pleasure as long 
as possible. She was wet and I could see my penis glistening in the moonlight 
from her wetness. Her breasts were about at eye level, so I kept licking her 
breasts and playing with the nipples. They were so soft. Then, in one motion, 
she impaled herself on me. She was so wet that my penis went in to the hilt 
with one stroke. She was very wet and it felt very warm in the coolness. I 
could hear the slurping sounds as she rode me and I was almost sure that we 
would wake someone. Finally, her orgasms began as she rode as hard as she 
could and she was having trouble keeping quiet. At about this same time, I 
emptied my load deep inside her for what seemed like an eternity. I still 
didn't want to stop and continued as long as possible. In our frenzy, we 
continued until the cum was beaten up into a white froth that coated my belly 
and balls. She slumped down with me still in her. We just lay there for an 
hour or so listening to the darkness. She finally said she had to get back to 
Bob before he woke up. 

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