My wife, Carolyn and I live in a large apartment complex in Florida. The complex has a pool and hot tub but hardly anyone ever uses it in the daytime cause they are all working. My best friend Don comes over a lot and we all swim and use the hot tub. Last week Carolyn had on her sexiest bikini and I noticed Don kept checking her out real good when he thought I wasn't looking. Carolyn has a nice set of tits and her top barely covered them. In fact they looked like they were trying to escape. Her long red hair is almost to her tiny waste. Her bikini bottoms show most of her nice ass and her legs are to die for. As I watched Don lusting after her, I noticed a huge bulge in his swimming trunks. Don is a well built guy from Kentucky and I most admit I am a little jelous. He is broad shouldered and I am thin and small. Carolyn has said at times she wished that I had a bigger cock. As I looked at the huge bulge in Don's pants I felt embarrassed cause my dick is so small. Don started flirting with Carolyn and she kept glancing at the bulge in his pants. I wondered what she was thinking. After a couple hours we went home and Don took off. When we got inside our apartment, Carolyn said, Charlie, I'm horny. I helped her out of her bikini and started sucking her nipples which we really hard. My cock was hard also and I quickly slipped out of my suit. We crawled on top of the bed and I kissed her hard and slipped my tongue into her mouth. I rubbed my hand accros her pussy and she was really wet. My cock was so hard I just climbed between her legs and started fucking her. She bucked up hard to meet my thrust and reached behind and started playing with my balls. When she done that I lost control and came inside her. Dammit she said, I was almost there. The next day Don came over about noon. Carolyn put on her tiny little crochet bikini that barely covers her nipples and pussy. Don's eyes really lit up when he seen my pretty wife in that skimpy outfit. He had a tight suit on and you could see his big cock getting hard as he looked at Carolyn. When we got down to the pool, it was diserted as usually. I layed down on a lounge chair and Don and Carolyn started fooling around. He said Charlie do you care if I throw this mouthy bitch into the pool to teach her a lesson? I said, go for it Don. Suddenly he picked her up and held her over the deep part of the pool. Carolyn was kicking and screaming for him to put her down. She kicked so hard that her bikini bottom come undone. Don held her in his strong arms and looked longingly at her tight pussy. The bulge in his trunks was even bigger now. Not knowing what to do he threw her into the pool. She quickly retrieved her bikini bottom and tied it back on. She then started splashing water on Don and told him if he ever did that again he was going to get it. We layed there a while and then I ask them if they cared if I left cause I had to go get the oil changed in the car. Carolyn said I could go ahead and leave but she wanted to stay at the pool for a while. Don said he would stay with Carolyn for a while but he didn't care if I left. I got up and went out the gate but instead of going home I went upstairs in the clubhouse which overlooks the pool. I wanted to see what they would do after I left. I got by the window where they could not see me. Carolyn was laying down on a chase and Don was sitting next to her. He was really looking over her tits and legs and didn't try to hide his huge hard-on. Carolyn said Don, you must like what you see judging from that king-size bulge in your suit. Don smiled and said you are one foxy lady and I sure would like to stick this in that tight pussy of yours. Carolyn looked shocked and said Don you should not tald like that. Her eyes however were fixed on his huge bulge. She open her legs and you could see her red pubic hairs sticking out from the tiny patch that covered her pussy. Don stared at her crotch. I thought the head of his dick was going to come out the top of his swimming trunks. Carolyn said Don, you should really let me see your cock. It's only fair since you seen me, when my bottom came off. Don smiled and said if you want to see it, you will have to pull my trunks down. I don't think you have the guts to do it. Carolyn replied, Oh yeah, and reached up with both hands and pulled Don's suit down. When she done that, Don's cock sprang forward, and I gasped. I knew he was huge but it was bigger than I had even imagined. It was at least twice as big as mine and a whole lot thicker. Carolyn must have liked it too, because her mouth was opened and she just stared at Don's 10 inch cock. She said they had better go back to the apartment or someone might see them. Don put his suit back on and they got up and left. I waited a few minutes and started for home. When I got back to the apartment, I quietly slipped in. I heard noise coming from the bedroom. I stood where I could see what was going on. They were so engrossed in each other that they didn't see me. Don was laying on the bed and Carolyn was lying beside him with her back to me. His big had was playing with her tits while she was feeling his huge cock. Her hand looked tiny on his 10 inch hard cock. Don told her to kiss his dick and she lowered her head and started to lick and kiss his cockhead. That really made me mad cause she has never done that for me. She got what she could in her mouth and massaged the shaft with her hand. Don moaned and said that he had wanted to fuck her for a long time. He told her to lay back on the bed and he began kissing her. They tongue kissed while there hands roamed over each others bodies. I could see Carolyn's pussy and it glistened with her wetness. Don started kissing and sucking her nipples and Carolyn was moaning. He started working down her beautiful body as she played with his huge cock. My own dick was getting hard as I watched them. He now had his face buried in my wife's pussy. She was moaning and thrusting up to meet every stroke of his tongue. She cried, Don, I want you to fuck me. I want to feel your big cock in my pussy. He quickly turned around and held his cockhead at the entrance to her steaming pussy. Are you sure you want me to do this Carolyn, Don said. Yes she said, fuck me, please. Don thrust forward and Carolyn moaned loudly as her tight pussy was stretched farther than it had ever been before. She gasped and moaned and bucked her cunt up to meet his every thrust. Don pounded her pussy like it was the last fuck he would ever get. Suddenly Carolyn began to shake all over and she yelled I'm coming. Don pumped her pussy even harder and came himself. They were laying on the bed and I was sitting with my back against the hall wall. They still didn't know I was there. Carolyn was telling Don how much she loved his cock and that was the best fuck she ever had. Don held her and I heard him say, he wondered how I ever satisfied her with my little dick. Then Carolyn said she wanted to fuck again before Charlie gets back. They began kissing again and I heard her say, Don your cock is getting hard again allready. Don was laying on the bed and Carolyn had his cock in her mouth again. I couldn't believe she was sucking the cock he had just fucked her with. Suddenly she stopped sucking his cock and stradled Don on the bed. She guided his monster into her hot pussy and began bouncing up and down on his cock. Don just layed there with a smile on his face as Carolyn bounced wildly and moaned. Her tits were bouncing up and down as she squealed with every thrust. Oh Don she yelled, I have got to have your cock in me every day. I love your dick. I got up and opened the front door and slammed it. I walked to the bedroom and they were both shocked to see me. When she recovered, Carolyn said that she wanted to move in with Don. I told her to go for it. It makes me sick when I think of the two of them together while I am here alone jacking off!