I had been friends with Barbara for years, although we were close I had never divulged any sex secrets to her they were purely between me and Dave. We were very close though and always had a hug when we met.

She had recently gone through a messy divorce from her shit of a husband and she'd had a miserable few months. I was at her house for coffee and cake one day and she asked me if Dave would let me go on holiday with her, somewhere warm where we could just relax for a few days. I told her I thought he'd be fine with it and we discussed a few possibilities.

Dave was fine with it, even offering to drive us to and from the airport depending on the times. I rang Barbara with the good news and she was delighted. The following day we met again at her house and started doing some internet searches, a bargain was soon found...a lovely modern hotel with two pools and several bars in Arrecife, Lanzarote and a bargain price as well!

Two weeks later and after some shopping to freshen up my wardrobe Dave drove us to Manchester Airport for our outward flight. He kissed me after unloading our luggage from the boot of the car "Have a great time ladies and do try to behave yourselves!" he smiled before driving off.

"Aww" said Barbara "Jane you are so lucky having a husband like Dave."

"I know" I replied, thinking she didn't know the half of how lucky I was.

The flight and transfer were thankfully on time and by early evening we were in our compact room, unpacked and contemplating a drink before our evening meal.

Like me Barbara was in her forties, she had a lovely figure, wavy light brown mid length hair and a lively personality usually. We dressed in light clothing for the warm September air and made our way down to one of the bars by the pool, ordering two Bacardi and cokes from the attentive barman.

We did our usual chatting then went to the dining room for our first meal of the holiday, then time to explore the town. Lots of bars with cheap drink, crap singers and crap karaoke were not too enticing but we had a drink or two then wandered back to the hotel.

The night was cooling now so we headed indoors to a large bar for more Bacardi and cokes, it was pretty full but we found a table not too near the pumping disco music.

"Hi ladies." said a voice from the next table and we turned to see who it was. I recognised the source of the greeting; he and his companion had been on the same transfer probably the same flight.

"Are you settled in then?" he asked "By the way I'm Rob this is Ian" he gestured towards his companion. They looked mid-twenties, both dark haired and lean looking.

"Oh hiya" I replied "yeah all done thanks, I'm Jane and this is Barbara."

We chatted amiably with them then decided a reasonably early night would be good, on reaching our room Barbara shocked me saying "I could fuck either of them two." with a giggle.

"Barbara!!" I said "They must be half our age; they won't be interested in us...and that's not what we are here for."

"Only joking Jane." she said.

We both stripped to our underwear and lay on top of the covers of the twin beds.

"It has been a while though," she said softly "I miss the attention and the cock to be honest."

"You'll meet the right guy soon. You just need some relaxation this week not just someone looking for an easy fuck." I replied.

"Talking of relaxation do you frig yourself off?" she turned her head looking at me.

"No, well not often, we screw a lot I don't need to."

"It's all I've got now...do you mind if I do it...it helps me sleep." Barbara was looking right into my eyes. We were close friends but I had not contemplated this situation.

"Erm, I suppose not do you want me to look away or something?"

"Watch if you want, do you want to watch?"

"I'm not sure, I suppose I can always look away if I don't like it." I laughed nervously.

Barbara stretched out on her back, lifted her torso a little and put her hands behind her back to unclip her white bra, moving it down her arms and threw it to the floor.

I'd never seen her bare breasts, they weren't as big and full as mine, more pear shaped with chunky thick brown nipples.

She moved both hands to those nipples, running her fingers round them then pinching them between fingers and thumbs, I watched fascinated as they stiffened and grew.

Occasionally she wet her fingers in her mouth transferring the moisture onto her now heaving breasts, she had her eyes closed her breathing was shallow with occasional soft moans.

One hand moved down her stomach and under the elastic of her panties, her knees were spread wide. I could see the material move as her finger or fingers slipped into what I knew would be a moist opening.

I was hypnotised just watching.

"Do you fantasise?" I asked.

"Yeah, I've got one of them in my mouth and the other is fucking me" she gasped and speeded up the motions on her nipple and between her legs, "Ohh fuck!" she exploded, her legs quivering and then slowly settling.

She turned to me again "That was nice with you watching it felt really wicked."

"Who was it? Who were you thinking about?"

She giggled "Those two, Rob and Ian, I do it all the time if I see someone I fancy I just put them in my head for later. Don't you ever do that? I know you have Dave but you must sometimes fantasise about other men, especially younger ones."

I was really aroused and just looked at her "I got fucked by my boss you remember me talking about Justin?"

"Jane you are a dark horse, tell me more."

I settled back on the bed took off my bra and masturbated while telling my friend the story of my first fuck with Justin, a secret I had promised not to reveal.

I climaxed heavily, almost passing out. Barbara pulled the duvet over me and kissed me on the cheek, "Night, night and thank you." she whispered.

The sleep was deep but broken with weird dreams of all sorts of sexual shenanigans with people who had no faces.

I awoke to the sound of the shower Barbara appeared from the bathroom soon after "Morning Mrs Naughty," she laughed "Just one question...does Dave know?

"Yes," I had decided to be honest I needed to share some things "We both like talking about it in bed, it turns us both on ok?"

"Wow I never had you two down for that sort of stuff," she laughed "Might be a good holiday if you get your arse out of bed then Jane!"

It broke the ice and I had a quick shower and we went down to the buffet breakfast bar. It was another sunny day, we enjoyed some sunbathing around the pool, sensibly sticking to fruit drinks and coffee during the day.

We went to the restaurant for an early evening meal then headed out into town, after a few bars with tacky entertainment we saw what was obviously a gay bar. The ladyboys on the door were a giveaway "Shall we give that a try?" Barbara suggested "at least we won't get hit on...by men!" she laughed.

"OK ladies you are good to go... apart from the entry test" chortled the door opener.

"A test, what's that then?"

"A fucking big kiss with tongues darling."

"Just bloody kiss me Jane." Barbara hissed.

I took a breath and leaned towards her eyes wide open, her full lips touched mine and her tongue pushed through my lips to meet mine, we kept it up for a few seconds then separated. "OK you passed." he giggled and motioned us into the dimly lit club.

We collected Bacardi and cokes from the bar and found a table, the entertainment was good and the reactions as outlandish and raucous as we expected. We were chilled and we seemed comfortable with the experiences of the night before.

After several drinks and during a break in the acts Barbara looked at me "Have you fucked anyone else?"

I hesitated collecting my thoughts..." Erm sort of... get me another drink" I said trying to find the words. I heard Barbara asking the waiter for two Bacardi and cokes, "I'm intrigued" she said. "I need a drink first," I replied. The drinks arrived and I took a healthy sip of mine "Well?" her eyes twinkled at me.

I told her about Dave and Pete and me and explained more about both our acceptance of sex with others if it happened. Her eyes were like saucers they were so wide, "Fucking hell Jane you are one lucky lady!"

"Lucky and fucky" I giggled "Anyway enough of men we are on holiday." I drained my drink and ordered more.

We were both drunk when we stumbled up to our room, I cast off all but my underwear and fell back on my bed.

Barbara did the same on hers, this time she had black underwear on. "Do you want to watch again?" she whispered. "I'm pissed Barbara, I just wanna sleep." I pulled the duvet over me and rolled away from looking at her.

"That kiss was sweet." I heard her say, "What kiss?" I mumbled.

"Our kiss." I heard her say and I turned back to look at her.

She was naked, her lovely nipples standing thick and proud, she had one hand teasing them and the other between her raised legs. "It turned me on, I'm so wet."

"Jeez Barbara you are a fucking nymphomaniac and a secret lesbian!" I said.

"Haha," she giggled. "Do you want to kiss me again now; I won't let you sleep until you say yes you know." She breathed huskily, "Pretty please Jane."

I took a breath, slipped out from under the duvet and knelt at the side of her bed, "Can you stop doing that." I looked down at her busy hands.

"Just kiss me," was her only answer.

Closing my eyes I lowered my lips to hers, this was a sexual kiss not the fun one we had shared earlier. Her tongue teased my lips until I opened them allowing mine to mimic hers, my head was spinning with confusion.

My hands were resting on the edge of the bed, I felt Barbara lift my left hand her fingers entwined in mine. Slowly she moved our hands towards her body, her breasts. They brushed her left nipple and she quivered, then her right nipple, another spasm in her body.

Our lips parted and she just pleaded, "Touch them Jane, pretty please." They say alcohol frees you from your inhibitions, let's just say it threw mine into a corner.

I freed my hand from hers, I moved alongside her on the bed.

I began teasing her hugely swollen nipples, our arms kept bumping into each other's in our clumsy endeavours.

"Do you want to kiss them, pretty please?" she panted.

I said nothing, I was gone. I lowered my head and took the nearest nipple into my mouth, sucking softly and running my tongue around it, then repeated the exercise on the other one, further away. As I did I felt my bra loosen, I lifted to let Barbara remove it.

Her fingers went to my nipples, just softly circling them and running her fingers over the sensitive tips. "Pretty please." I heard myself say.

I dangled them over her mouth, she sucked them as gently as I had hers. I pushed my panties off, my body was tingling, the arousal off the scale of anything I had experienced.

It wasn't Barbara who made the next move, I took her hands in mine and whispered "Together." I led one of her hands to my open legs, the other to hers where I let go of it. Tentatively I touched my fingers to her cunt lips, they slid inside as easily as hers were doing in me!

We were kissing again, tongues entwined like mating snakes. We seemed in synchronicity as our fingers touched each other's clitorises, the sound of orgasms filled the room, grunts, sighs, the lot.

We awoke cuddled together, awkward really. I stiffened as Barbara kissed the back of my neck. "What happens on holiday, stays on holiday don't worry. And it was beautiful." She moved her hands to cup my breasts, my nipples responded.

I took a breath and relaxed, this was all very new but she was right it had been beautiful. Two friends closer together.

We showered together, just enjoying the closeness and the spray of the gentle warm water.

"Have you done this before?" I ventured as her hands soaped my tits.

"Yeah, I was a bit adventurous when I was a teenager."

I soaped her tits too "No more pretty please then."

We both left the shower with a new trusted relationship, hands locked after breakfast as we headed for a day out in the sun.

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