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These are my descriptions and my story of the characters of Rules of Engagement by CBS. I do not own the show, the characters, or anything else related to the show. This is just a parody of the show using my own words.

I do however approve heavily of Megyn Pryce and what a beautiful gorgeous woman she is.

Cast of Characters.

Jeff Bingham - Played by Patrick Warburton. Jeff is the tall jockish of the husband of Audrey Bingham. He is cheap but his good looks and love of his wife always wins the day. He's 6'3", dark hair, and chiseled looks.

Audrey Bingham - Played by Megyn Pryce. Audrey is a 5'7" blond woman with a wonderful 36D chest, and a great personality. She's the other half of the older couple on the show and tends to get annoyed at her oafish husband, but eventually realizes she still loves him.

Adam Rhodes - Played by Oliver Hudson. Adam is 6'1" and a handsome younger man. He's acts dim at times, but always there for his fiancee. He's engaged to Jen Morgan portraying the younger couple.

Jen Morgan - Played by Bianca Kajlich. Jen is a 5'8" woman who has a 34B chest, though on the show she looks like a 34C, as she has in this story. She has the personality of a tomboy. She's often the hornier of her and her fiance.

Russell Dunbar - A minor character in this story, played by David Spade. He's short, dirty, and insulting. In this story he has been dating his assistant's sister.

Keywords: MF, FF, dildo, toys, masturbation, oral, cunninglingus, sex, cheating

Summary: An erotic story based on the television show Rules of Engagement.

Feedback is always appreciated

With that we start at the local coffee shop that the cast frequents.




Rules Of Engagement: The Three Secrets
by Nick Schwartz ([email protected])

Our story begins with Jeff and Adam listening to Russell talk about his newest conquest. The girl, Simran, is also his assistant's sister. She flew in to see Russell and didn't tell her brother.

"So she's currently hiding out in my apartment, a little secret rendezvous."

Adam asked. "Wait you're telling me she's in town and she's not even telling her brother she's in New York?"

Russell giggled in his horny way. "Exactly. She's all mine, and she has nothing to do excep...t" almost moan "me!"

Both Jeff and Adam nodded, they were hearing about sex but got their friend was a little grossed like always from Russell's stories.

Jeff though always said the same thing. "Nice. So why aren't you there right now?"

Russell finished off his food and smiled. "Fueling up for tonight. She's wearing me out."

Audrey and Jen walk in and Russel groans and slides out of the booth.

"Ugh the Bobsy Twins are back, oh and Jen's pair are here too, anyways I need to get ready for my date tonight." Russell quipped, giving the name for Audrey's breasts he came up with last night.

Audrey groaned, and Jen responded. "So Russell are you still being the sleaze, running around behind Timmy's back?"

Russell laughed. "Yeah right, that only makes it hotter, don't worry one day you will all slip up and know exactly what I mean. Sneaking around is the best."

Russell walked out the door, triumphant in his mind. The waitress delivered the food for the table, but no one paid attention to the food. Instead, each one thought about what Russell said, they all acted like they were thinking about the comment, but there was three stories that explained what was on their minds.



Jeff and Jen.
Ten years ago

Jen missed Adam. Adam was on a trip for work for the last week. The couple had been engaged a couple months before. and now it was the first time they had been apart for so long. Jen was climbing the walls as her body went through withdrawal, she knew she needed an orgasm to put her right. Her work was noticing her performance was slipping, she just needed the release that Adam provided.

The previous night she tried masturbating. It was the first time she masturbated alone since she had met Adam. She never really masturbated before and had trouble orgasming without something big inside her when she did. She was always too embarrassed to get a toy, so she laid back and rubbed herself hoping it would be the first time. After a few minutes though she gave up, she missed Adam too much.

Tonight though she needed that release. She knew no one would bother her in the apartment so she stripped naked in the living room and made a beeline for her bedroom. She laid on her bed and rubbed her body, telling herself she wouldn't stop until she got what she needed. Her body needed a big orgasm, and she was determined to find a way to get there.

She laid there and rubbed for an hour before she heard a sound.

Jeff unlocked the door of their friends' place. Adam and Jen were great people, but he knew Adam never drank his scotch. He saw the clothes lying around the living room and laughed. The two of them were a bit of slobs but he didn't care. He also knew the two of them were out. Adam was in Florida, Jen was probably out with her friends, or something, and his scotch was sitting there. Yes he gave it as a gift but three months later, it was free game.

Jeff slipped into the apartment and walked around looking for where the couple kept their alcohol. He saw it next to the hallway in the apartment and made a beeline for it, looking through it and seeing if he should take any other bottles to help thin the herd.

As he was looking, he heard a moan, and looked for who made it. From where he was standing there was a clear view into the bedroom, and there laid Jen, naked and rubbing herself. Jeff accidently dropped the bottle making a noise.

Jen looked and saw Jeff standing there watching her, but in her lust fueled state she saw a man capable of filling her desire. Jeff always appeared to be a big stupid jock but from his size Jen always imagined he had a large package. Jen couldn't say anything though she was nervous because she was now naked laying in front of Jeff, rubbing her body. In fact she hadn't stopped yet, her body wouldn't let her.

Jen could only get one word out. "Please."

Jeff stared for a moment, seeing his friend's fiancee naked wasn't something he would stop looking at if he could avoid it. When he heard her say "please" though it broke the spell and her started to walk towards the bedroom.

Jeff never cheated on his wife. Here however was their closest friends, the only other woman he's seen as much as Audrey, and more importantly she was naked. He ambled into the bedroom with a chuckle and removed his suit.

Jen watched, while Jeff could be a blockhead, she needed this, and as he removed his clothes she realized that he was still the strong muscular man she always thought he was. He dropped his pants finally, and she stared at his crotch. Jeff was carrying an eight inch cock. No wonder why Audrey was always so willing to put up with Jeff's stupidity.

Jen realized that Jeff was now standing naked in her bedroom looking at her and she spread her legs giving him access to her without a thought. She was beyond caring about anything other than Jeff, and his magnificent cock entering her, and giving her that orgasm she was chasing.

Jeff watched Jen offering her body to him and he climbed on the bed, she was already primed and from the way she looked at his crotch she must be impressed. All the better, foreplay was overrated, and he could be ready for sex at a moment's notice.

Jeff slide his cock into Jen's body slowly. He felt his first new pussy in over ten years and was reveling in it. Jen's body reacted immediately shuddering from being filled after the hour of foreplay she had administered. Jeff didn't know anything about the length of her masturbation, so he continued to press into her body, as Jen reached up and grabbed his shoulders and moaned out. Jen's body heaved as she felt her elusive orgasm hit her.

Jeff watched her moan out and then pressed more of his cock into the smaller girl. He knew exactly what her actions meant. Another satisfied customer. Now it was Jeff time, Jeff's turn to get all the pleasure he wanted. Jeff chuckled as he pressed his entire cock into his friend's fiance..

Jeff had imagined her naked multiple times and now he saw her her breasts arched up towards him so he bent down and kissed her right breast, tasting her soft flesh he admired all these years.

Jen was relaxing from her orgasm as the big hulking man used her for his pleasure. His lips grabbing her breast though and woke her body up for a second round and she moaned out again. She never felt like this before but instead of relaxing after her orgasm, felt like it was ready for another round of sex. The way Jeff was pressing into her though was exactly what her body needed.

Jeff was enjoying the feeling of having sex with Jen. It had been a couple days since Audrey was in the mood and Jen's breasts felt great in his hands and mouth. He switched between them and Jen let out a loud moan. Maybe he should suggest his wife try playing with herself before he came in.

Jeff threw that thought out for the moment and repositioned himself over Jen, so each of his thrusts went further into her body. He knew his size scared most women back in college, but he also knew most of them came around to trying it out. They just loved how deep it went and each of them let him know it. Jen almost screamed while moaning, letting him know his tool was being put to good use.

Jen could barely form a thought, with Jeff's moving his body over hers, she just became one pleasure nerve. She pulled him into her with her arms, and her feet pressed his ass into her as far as he'd go. Each thrust made her moan, whimper and groan. She hadn't felt like this before.

Jeff loved hearing the chorus of moans from a woman, and he loved the feeling of having sex with someone new, something in him craved a chance to give Jen what he thought she needed. Now with that attempt, he was almost enjoying himself more than her. Almost.

Jen's body was going wild, her back arched, her legs wrapped around Jeff and pulled his body towards her on each thrust. Jen's eyes were closed as she enjoyed every single motion of the large man. Her body was going wild from all the attention.

Jeff continued to thrust into Jen and suddenly felt his time was up. He moaned out himself, almost bellowing as he came inside Jen. His cock flooded her with his creamy batter and he fell forward on top of her.

Jen felt his penis growing and as he came inside her, she had a second orgasm. A second orgasm? Adam had never got a second one out of her in such a short time. Her body quivered with it as she laid under him. and revealed in what this hunk had made her feel. He might be a cheap lunkhead but he certainly knew how to make a woman feel amazing.

After a few minutes Jeff realized he was laying on his friend's wife. He sat up and went to grab his clothes.

"Alright. Well that happened. But it can't happen again."

Jen just sat there and realized she cheated on Adam, but in her mind she could never forget how Jeff made her feel. She watched Jeff dress and leave, grabbing the scotch on the way out, but part of her knew that if he ever wanted her again she'd be willing if she could get away with it.



Adam and Audrey.
Five years ago

A couple years after her indiscretion Jen had moved past it. Jeff never returned to her bed, but she didn't mind. Adam still got her through the night. Jen however gotten closer with Audrey. They became best friends She and Audrey became best friends, even though Audrey was older than her. She still liked having a woman to talk to about female things, of which she included her sex life.

Audrey listened to Jen talking about Adam for the hundredth time. She often came over on girls nights and Jen would find some reason to mention Adam. While she wouldn't talk about their sex life, she would hint and let it be know Adam was a champion.

Audrey would give a vague things about her and Jeff. Jeff wasn't a bad lover, but after sixteen years they had found what work and rarely experimented. Jen would at least hint at her multi hour long sessions and Audrey couldn't compete with that.

Audrey just listened to her and wished she could remember even a half hour long session. Adam. It was clear Adam was magnificent in bed and Jen was a lucky woman.

Audrey continued to think about it as the week went on. Jeff became a bit of an ass as he did and she knew he would eventually turn on the charm and Audrey would let him back into her bed, but while the week went on she kept thinking about the fact that Jeff would barely give her time to cum, Adam on the other hand would be in her friend's bed and giving her hours of pleasure.

Adam, the clueless idiot, could go for hours, well perhaps there's something to his slow mind, if he can deliver that kind of performance. Audrey had a desire to find out, but she didn't have a clue how.

One day Jeff was out playing softball, Jen was hanging out with some other girlfriends for a bachelorette party. One that Audrey was sure she'd hear about the next day. Jen loved to gossip.

Audrey was watching television when Adam came knocking. She let him in and he looked around.

"Hey Audrey have you seen Jen?"

Audrey watched Adam look around like a lost puppy and almost laugh but then she got an idea. She walked over to Adam.

"Hey Adam. Jen's out with her friends, but she said we should hang out."

Adam perked up. "Oh yeah? That's great! I was bored waiting for her. Is she getting home soon?"

Audrey sighed. "Don't worry about her, she had something else in mind for you tonight."

Audrey sat down on the couch and Adam sat down next to her looking excited.

"What did you have in mind?"

"Jen said that she wanted me to know how lucky she is, but she a little afraid of how you'll take it."

Adam perked up. "So she wants to go to Vegas with you?"

Audrey rolled her eyes. "No I meant in bed. She's told me she's very blessed with you."

"Oh the sex tape... I can show you that, but Jen taped over it."

Audrey sighed again. She can't believe how dumb Adam is. Jeff was a moron, but Adam just didn't have brain, this had better be worth it.

"No, Adam, she wanted me to try it out in person. But she's a little self conscious so she doesn't want you to mention it to her. Do you understand?"

Adam nodded. "I think I get it, can you give me a little more?"

Audrey counted to ten to keep from belittling Adam. "Listen Adam. Jen said you and I should have sex one time, but she doesn't want you to mention it to her."

Adam smiled. "I don't know but if Jen says ok, I should do it. So umm should we do it at my bedroom."

Audrey smiled. "Just follow me and try not to talk too much. Jen's rule."

Adam nodded again, he knew if Jen said something he should do it, that's what Jen always said. Adam followed Audrey to the bedroom and watched her move. Audrey had a smaller butt than Jen, but she still looked more elegant walking.

Audrey led the puppy to the bedroom and then removed her clothes. She hoped she wasn't making a mistake, but she had to know what Adam would do. She stood in her bra and panties and turned. Adam had already taken off his shirt and was working on his pants, getting them off after a little struggle. He stood in his boxers.

Audrey looked down at his boxers and for a second felt disappointed. Jeff was big but Audrey was expecting Adam to tip the scales, instead he was packing what Audrey thought was smaller than average.

Adam smiled and noticed how big Audrey's breasts were when compared to Jen's. They were at least a cup bigger, but he couldn't wait to try them out. He was always curious about how other women's breasts felt.

Audrey smiled at the way Adam looked at her, not just like she was the only choice, but as she was a new experience. That lust and desire made Audrey feel special for once. It would be nice to try something new in the bedroom, even if he didn't measure up.

Audrey started to slip her bra off her shoulders and Adam stopped her and helped by undoing it and sliding it off himself. He then removed her panties, taking care to have her step out of them one foot at a time. It was a bit nicer than Jeff's grunts and motions. But Adam still had his boxers on.

"Lay down. If I'm going to show you how I take care of Jen, you should get on your back."

Audrey nodded and laid down. Jeff would just pawed at her breasts as foreplay, Adam though had something else in mind. She laid down and felt Adam sliding her legs apart. Then his lips traced down her legs slowly kissing and moving towards her crotch.

Her crotch? She didn't remember the last time someone went down on her. Jeff focused on getting inside her, and that worked especially well, but this was different.

Adam knew he had to do his best, Jen wanted to show him off to her best friend. Audrey was sexy, but Adam had a desire to know what she tasted like. She seemed to be scared, that's how Jen was the first time, but he knew he'd have her feeling something else in a minute.

Adam's lip brushed Audrey's pussy slowly. Audrey let out a moan, this was different for her. She was enjoying herself.. Then Adam's fingers touched her pussy and spread her lips. She felt a little coldness, before she felt a tongue touch her pussy and lick, and rub it gently.

Audrey was shocked, just feeling his tongue was getting her hotter than she had been in years. This must be what Jen meant by foreplay. No grabbing or groping, but someone actually paying attention to her most sensitive area and what attention it was. Audrey squirmed, and moaned out again, this time as loud as she dared.

"Ohhh, Adam."

Adam smiled, he knew Audrey was enjoying his work. He had learned the techniques that could make women moan years before Jen, but Jen honed his craft. While Jen couldn't come from his oral work, he could spend hours tasting her and licking her, driving her crazy until she finally agreed to let him enter her.

Audrey tasted amazing to Adam though, it was like a different wine, or whatever Jen went on about, all he knew is he liked tasting Audrey and he had no problem licking her as much as she wanted. He knew that Audrey will let him have his reward once she'd had her fill.

Audrey felt her body heaving. When she masturbated her body felt amazing, but Adam had her feeling even better. Audrey grabbed Adam's head and pressed it into her crotch harder. The idea of using the cute boy toy turned her on. His tongue was a million time betters than anything else she ever tried down there.

After ten minutes of work, Audrey's toes curled. They actually curled up, she didn't think that happened. Her body screamed for release. Audrey felt she could take no more and let loose, she screamed Adam's name louder than she thought she should. She didn't care, she just wanted more.

Audrey collapsed back on the bed, she felt sweaty, hot, and relaxed. But she was still horny. She wanted more, she knew it was greedy but after he had made her feel that release, all Audrey could think about was another one. If the second orgasm was even close to the first one, she knew Adam could drive her crazy in just a short time. But she had to have another. There was no way to say anything, her body was a mixture of bliss, and pleasure.

Adam had no other thoughts, Jen had never come, but he had been down there for a small portion of the time he would work on Jen, so he continued to lick and taste Audrey. There was a new taste in her body, one he found more appealing. He drank her sweet nectar and then slide his tongue into her pussy rubbing that sensitive area on top of the pussy, It was called the K Spot, or something, all he need to know is it drove women crazy.

Audrey grabbed Adam's head and pressed his head into her crotch again and moaned his name again as he worked on her. She had to admit, Jen was right, if nothing else, Adam was an incredible lover.

Adam continued to work on Audrey until she had a second orgasm, and as she laid back, she pushed the young man off her. She had enough. Audrey laid there in her bliss, amazed that somehow she had a second orgasm, but it was almost as big as the first one. Both orgasms were bigger than anything she had felt in a decade.

Adam stood up and watched Audrey, since she pushed him away, it was clear it was time for his turn. He slide his boxers down and got ready, waiting for her to tell him she needed his cock inside her pussy..

After relaxing for several minutes, Audrey looked up and saw Adam standing naked at the foot of her bed. His cock stood out, while it wasn't the biggest, it looked better than Jeff's thick cock, almost cute. Was there anything not adorable about Adam?

Rather than think about that Audrey spoke up. "Alright, I suppose it's your turn sailor. Get up here and have your way with me."

Adam climbed on top of Audrey and then tried to kiss her lips, Audrey stopped him. Audrey didn't want to taste herself. She might have enjoyed his work, but there were limits to what she would do.

"Whoa. Umm no kissing, Jen's rules, But why don't you try these out. I'm sure you've not tried some this size in a while."

Audrey pressed her breasts up for Adam, and he looked down. Both breasts looked enormous compared to Jen, and he sucked on her left breast. Audrey moaned out again. Something about how his lips and tongue worked on her breast drove Audrey mad. As she Audrey moaned, Adam pressed his hips forward arching his back. He slide his cock directly into Audrey's pussy.

"Oh god Adam... This is amazing. Please give it to me."

Adam chuckled as he licked the two large breasts. It never failed, an hour of oral and women were ready to go. Audrey's moaning was intoxicating. Also their willingness to feel him inside her, allowed him to go crazy on her breasts. Adam loved breasts, but he knew he had to earn the right to suck her breasts.

Adam nibbled Audrey's breasts, and then bit them. Audrey just let him go to town, her nipples were sensitive but Adam earned it. Her body was responding still, and if he lasted she might even get a third albeit smaller orgasm out of it.

Audrey let Adam work on her pussy driving his cock deeper and deeper into her. Her body responded to every single move he made, even if she had two orgasms her need for a man was still sky high. This is exactly what she needed. Jen was a lucky woman, and Audrey was now too.

Audrey pulled Adam into her, squeezing him with her each thrust as she moaned out. Once again she lost control of her volume, she needed to finish one more time. She realized she wasn't just moaning incoherently, she was saying Adam's name again, begging him to come.

Adam on his own was smiling, he was having sex with his hot neighbor. His lips kissed her nipples as he felt his orgasm arriving. Her pleasure was now his, and he was ready to finish.

Adam came inside Audrey's body pressing himself deep into her, Adam called out Jen's name. He then collapsed forward and rolled off of Audrey as he relaxed thinking about his new conquest.

Audrey noticed none of this, she was in her own world as her own orgasm racked her own body. Three. Three glorious orgasms, the last one might not rivaled the first two, but Audrey was happy. She understood why Jen bragged about Adam's skills. He was incredible, while she had a small feeling of guilt, she knew Jeff wouldn't find out and Jen wouldn't either as long as no one ever asked Adam if he slept with her, he wouldn't say anything.

Audrey thought Jen was a lucky gal if Adam did all of this to her at her command.



Jen and Audrey.
Two years ago

A couple years later Audrey went to a girl's only party at a Jen's apartment. It was a party to sell sex toys by one of Jen's friends. The party had alcohol and a cake shaped like a penis. In fact everyone got a little drunk early on and the party really got started with a few games.

During the evening a range of sex toys were out on display and the girls played a game to choose the toy that was the same size as their husbands. Audrey picked one that was eight inches long, all the girls whistled and claimed she was lying. All the girls but Jen, she recognized the size of the penis in Audrey's hands. When it was her turn, Jen chose a dildo the size of Adam, and several other girls picked out ones bigger. Jen was disappointed, but she still remembered that night she had with Jeff, and the large cock that had bludgeoned her.

Jen thought during the party, realizing that every time she masturbated since getting engaged, she ended up needing a cock to fill her. Usually that was Adam's job and one of the reasons she was always ready to go. But when Adam was busy she would get hornier and hornier. However, one of those dildos on the table would fill her just right. In fact she knew which dildo she wanted. The same one that Audrey had held up, it was the size of toy she always imagined owning, at least since that night.

Just before the party was over, Jen's friend offered all the girls one final chance to buy any toys they wanted. Audrey declined but when it was Jen's turn she grabbed the dildo she had her eye on and while sipping a glass of wine, she purchased the toy. She hoped Audrey that didn't notice, but her friend spied the transaction and was shocked when she realized Jen picked out the dildo she said was like her husband.

After the party concluded, Audrey assisted Jen in cleaning up, and they continued to drink wine, and talk. Both girls had funny stories about the night and they were giggling. Jen had left the bag with her purchase on the table in the middle of the room. Audrey kept eying the bag curiously. Audrey had never used a dildo before, so she wondered, how Jen would use it.

Jen noticed Audrey's looks, and wanted to know what her older friend would think if she knew what Jen was purchasing. They were close, and she talked about Adam with her, but a dildo was private so Audrey's interest was puzzling. Still the idea that Audrey knew about her dildo turned her on a little. It was a privacy that Jen didn't mind Audrey knowing about for some reason. Perhaps it was the wine, perhaps it was the entire sex party, but Jen was feeling good.

Audrey finally blurted out. "What did you get Jen?"

Jen just laughed and grabbed the bag and pulled out the dildo giggling. "I was curious about this one. What do you think I should name him?"

Audrey was confused. "Wait you name your dildo?"

Jen laughed again. "Oh come on Audrey don't you name yours?"

Audrey blushed.. "Umm. I don't have one, I never used a toy before."

Jen got a little silent. "Oh.. Well this is the first dildo I owned, but I shared one with my college roommate, Patty. She named hers Steven. This guy though doesn't look like a Steven."

Audrey looked at the dildo in Jen's hand. "Yeah, how about a Damon?"

Jen looked at the dildo a little dreamily. "Mmm Matt Damon, I love it. Come here Matt." She grabbed the toy and kissed him on the tip and then giggled like a school girl.

Audrey stared at her friend in shock, her mouth opened. She had seen a few women play with a dildo as a joke at the party, but Jen kissed the toy as if it was something more intimate.

Jen smiled at her friend. "Matt this is my friend Audrey. Audrey say hello."

Audrey waved her friend away, she was drunk but not that drunk. Though the toy looked good, almost lifelike. Jen waved the dildo and egged her friend on. Audrey finally gave in and bent forward kidding the dildo on the top also though more like a peck on the cheek.

The two girls giggled and poured themselves another glass, they talked while Jen held the dildo in her hands. Audrey watched the toy more than her friend. She wanted to know what Jen was planning for Matt

Jen was talking about something about a hair dresser.

Audrey blurted out. "How do you use him?"

Jen was confused. "My hairdresser, you make an appointment with salon."

Audrey gestured to the dildo with her wine glass spilling it. Jen laughed and placed down her glass.

"Ok I think we've had too much wine, but this toy... Maybe I should show you how I used to play with Steven?"

Audrey nodded, she was curious about the toy and the wine made her forget this was her friend. She wanted to see Matt Damon in use. "Yes please. I want to see it."

Jen giggled and placed the toy on her table and removed her clothes. She had been naked before her friends before. Jen even had a little fling with her roommate, Patty in college. She removed her dress and pants, and with a shrug she dropped her bra and panties and posed for Audrey. "What do you think Audrey?"

Audrey was shocked and then motioned with her hand, trying to avoid feeling awkward. "Just get with it, Jen, I'm just here for a lesson."

Jen laughed, remembering her first lesson with her roommate. She positioned the dildo on the table near Audrey and then squatted to sit on it on the table. She made sure her legs were open so Audrey could see her entire body and Matt as she rubbed it on her pussy. The thought of doing this in front of her friend though turned her on more than feeling the dildo on herself.

Audrey watched shocked. The fact Jen stripped without a thought shocked her though she realized she would have stripped with the way she was feeling. She was way beyond the amount of wine she normally drank. She liked to be the sober one, but now here was her friend naked and sitting on a dildo in front of her.

Audrey always admired Jen's look. She had to admit her smaller friend was beautiful. She may have breasts that were a cup size smaller, but Audrey thought they looked perfect on Jen's smaller body. Jen didn't have an ounce of fat on her body, and she even had a shaved vagina, and there was a strange butterfly tattoo near her pussy. Jen looked like a model on one of Jeff's movies which the couple watched to get in the mood. Then again Audrey and Jeff never watched the movies for more than five minutes.

Jen reacted more than she thought she would, her hands ran down her body and she blushed as she pressed down on the dildo, the head of it entered her, and she was surprised at how wet she was. She blushed more as she pressed down on the dildo. She felt that half of the dildo was already in her, and she loved the feeling. The dildo was amazing, but the way Audrey watched her though drove her crazy. In fact she wanted to do more. However, this was a "lesson", she didn't want to risk scaring her friend.

Jen let out a husky whisper. "Feel free to look closer Audrey. Oh god, I don't mind you looking."

Audrey nodded and bent forward slowly, she didn't want to be so eager. Her friend looked like she was a quarter of the way down the shaft. She watched her body respond as she slipped down it. She didn't want to get too close but her body kept inching close to see it up close. Somewhere in her mind she realized she didn't want to just look.

Jen watched Audrey inch closer. She didn't want to scare away her friend, but being watched turned her on so much. She slide down the dildo more and more and then pulled off of it, feeling it rub against her entire vagina. Jen was getting off being filled, but being watched drove her mad. She would tie up Adam and have him watch her masturbate sometimes just to get her hot. Audrey's head was almost a foot from her now, and that was getting her even hotter. Jen suggested something more.

"You know, the best way to learn about this is to feel. If you want to touch anything, you don't have to ask, just rub, touch, kiss, I won't say anything."

Audrey panted. Watching Jen riding the toy had turned her on. The wine had loosened her up. The sex party put her in a good mood. Everything together working on her though and that was the only reason she agreed and reached out rubbing Jen's thighs. She had never had a lesbian experience, and this wasn't one? They were just playing with a dildo right?

Audrey's hands moved closer to her friend's pussy, and that big dildo, finally she reached it and put her hands on her friend's body. She knew how to pleasure herself, so she tried what she knew worked. She rubbed at the top of her friend's pussy where her friend's clit should be. Audrey looked up and watched the young girl bounce on the dildo that was the size of her husband and she loved watching it.

Jen was moaning out and the fact she was now being touched drives her crazy, she moaned out and thrust her pelvis while riding the dildo. Her friend was pressing her right in her special place. Jen thought back to her first time with a woman where she was the one watching, and now she had her friend in the same position. She almost screamed as she jerked and gushed. Jen's body got heavy, and she knew she had to get off of the dildo.

As Jen stood up, Audrey sat back. Jen lost her footing through and fell forward onto friend and landed on her lap. Jen giggled and gave her friend a kiss. She was glowing from her orgasm and then kissed her again.

Audrey was shocked. Rubbing her friend's body was far, but now her lips were pressed against her friends,, as her friend sat in Audrey's lap naked. Perhaps she had also drank too much, but she kissed back and laughed at the thought of the whole situation.

"Now it's your turn" Jen stated as she rolled off her friend onto the couch. "Matt's asking for you."

Audrey blushed. "No. It's ok, thanks Jen but.. I'm good."

Jen laughed. "Come on, you got a show, now it's your turn to feel how good he is. I'm already naked, and trust me.. you'll never feel better."

Audrey sighed and looked at the toy glistening with her friends' juices on it. She wanted to feel it, she felt a need to know how it'd feel.

Jen watched her friend. "How about you take off your dress?"

Audrey nodded, distracted by the dildo, she slide her dress off of her and stared at it. Jeff was a good lover, but Audrey rarely was in control, she almost never was on top during sex. Without thinking about it, Audrey removed her bra and slide her panties down. As she bent over to step out of them, her lips were next to the dildo, she could smell sex as she did her lips were next to the dildo when she bent over. She let her lips brush the tip and enjoyed the slight taste she got and the raunchiness of the kiss.

Jen watched realizing the idea of using a dildo was driving her friend she sat on the couch and recovered. She saw Audrey kissing the dildo and wondered if her friend would mind her musky scent. Audrey's reaction told Jen that Audrey didn't mind her taste at all, Jen wondered if she'd be willing to try it from the source..

Audrey turned to her friend, seeing where she sat she turned to face her, and tried to sit back on the dildo, the first attempt though made the dildo move, and Audrey giggled.

"Oh damn, this is harder than I thought" Audrey tried to move her body, but the dildo slipped again.

"Don't worry, that's what happens after it's been.. used. Let me help."

Before Audrey could respond Jen was in front of her sitting where Audrey sat before to watch. She felt one of Jen's hands on her thigh and saw another reach under and move the dildo back under her.

"Just sit down slowly, let me guide Matt in. He's excited."

Audrey nodded and let her friend do what she wanted, she didn't want to make a scene. As she sat though she felt the large phallic enter her and she was surprised when she moaned out.

"Oh Jen, that's... Oh god that's nice."

Audrey stopped and then slid down the dildo a little as she sat more, she realized by sitting she was displaying her body for her friend but the dildo felt amazing inside her and all she wanted to do was let it fill her and moan.

Jen sat back and watched, she watched her friend enjoy the dildo and watched. She was passing on two secrets, how a dildo felt, and how wonderful it felt to be watched during playing with a dildo, she wondered if she should try to add one more piece of the wonderful puzzle.

Audrey was in her whole world, she seemed to get the idea of riding the dildo with little help, the table was a little lower than she imagined but all those squats and lunges in the gym were paying off as she moved her body up and down the dildo as she wanted. No, as she needed.

Jen looked at Audrey, she always admired the older woman's body, she might have a little weight, but most of it was in her breasts. She imagined what it would feel like to caress those globes. She slowly leaned forward as if she was looking at her friend's pussy. Jen knew what it looked like, but she wanted to know how close she could get to her friend.

Audrey bounced and looked down, a little shocked as she saw her friend moving towards her. Part of her didn't want her friend to get close to her, but another part wanted to ask Jen to touch her body. She had never been with a woman, and aside from Jeff's suggestions for threesomes, she didn't think about it. Jen was a close friend though, if she ever did want to try anything, Jen wouldn't be the last person to come to mind and she wanted to try it today.

Jen got closer and after realizing Audrey saw her and wouldn't stop her, she moved her lips forward and kissed her friend's crotch aiming for her clit. Her lips met her friend's and for a second the older woman stopped, but when Jen rubbed her friend's pussy with her tongue, her friend jerked.

"Oh god, Jen."

"Mmm, yes Audrey?" She didn't move back, but she took her tongue off her friend for a moment.

"Keep doing that, it feels so right."

"You know, there's one feature of this dildo we haven't used?"

Jen smiled, hoping Audrey didn't see how happy the idea made her, her lips found her clit again as Audrey bounced on the dildo, she then parted her lips and licked her friend's clit again.

"What's that? It feels so good as it is."

Jen reached down to its base and twisted the shaft, the entire dildo started to vibrate in her friend's pussy, she didn't want to scare her friend before, but now that she was enjoying riding it, Jen knew her friend would love this.

Audrey loved it. The tongue on her clit, her friend watching her, and the way the toy pulsed inside her was driving her crazy. She almost screamed out, then after a few seconds she screamed. Audrey called Jen's name and grabbed her friend's head pressing it forward into her crotch. She recognized that she had done this with Jen's boyfriend and that thought drove her crazier.

Audrey moaned out, she was nervous when she started, but now the thought of her friend down there and the giant dildo sticking out of her made her forget her nervousness. The whole idea was so crazy she feltl her body responding like never before. In fact this wasn't like with Jeff, the way Jen was playing with her made her need to come.

Jen smiled and saw her friend tense up, she had teased her friend now she knew she needed that technique her roommate taught her. She covered her friends clit again and released 'the tongue twister'.

Audrey screamed out again as her body exploded with sensations. Audrey had never used a dildo, so when she came she back, she almost sat down on the dildo.

Jen noticed her friend was sinking down and realized she would cram the whole dildo into her unless Jen stopped her. Jen sprung up and tried to catch her friend, but as her arms wrapped around Audrey, the dildo Audrey was sitting on slipped. Instead Audrey and Jen fell backwards onto the table in each other's arms and the dildo slipped out of Audrey's pussy. The two women giggled again and Audrey kissed Jen in a way she had only kissed her husband.

"Thank you, that was incredible." Audrey sighed as she laid back.

"You are very welcome. If you'd like you could 'accidentally' take the dildo back to your place, and when you come back and return it, I could show you more ways to use him, or even get you one of your own."

Audrey laughed. "I'd like that. I think I need some very special attention from Matt Damon."

Jen laughed at that. "And he'd love to give you it, the nice thing is Matt Damon never gets tired, but first I want to say good bye, for a little bit."

Jen picked up the dildo and winked at Audrey as she slide the dildo down her throat tasting her and her friend's juices.

Audrey just smiled at Jen knowing that when she comes back she would have to try that out herself. She hoped that wasn't the only thing the young girl could teach her.



Returning to the diner.
The Present

The four friends sat at the table, thinking back to their secrets. No one talked for a few minutes. Jeff had crammed a bite of his sandwich into his mouth and chewed. Audrey and Jen looked at each other. Audrey would normally roll her eyes at what Russell had said, but instead she licked her lips and then grabbed her sandwich hoping no one but she hoped Jen would know what she was thinking. Adam just smiled and thought about nothing, his normal life.

The End

    

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