Date: Fri, 16 May 1997 14:31:10 -0400 (EDT)
From: CathyBrns@aol.com
Subject:  Layover Initiation

Would welcome any and all comments

The first time I meet Cathy was on a flight from New York to London.  It was
the fall  of 1996 and I was about to celebrate my 20th year as a flight
attendant.  I was later to learn Cathy was 25 and had just completed her
first year as a flight attendant.  She was 5' 6", with long, red hair, hazel
eyes and an absolutely gorgeous body.  Upon meeting her I couldn't take my
eyes off of her.  There was a very sensuous way she moved that I found
extremely exciting. During the course of the six hour flight I had the
opportunity to spend around two hours talking with her.  I learned she had
recently divorced and was looking forward to starting her new single life.
 In addition to being beautiful she had an very open and outgoing personality
that I truly adored.  When we departed the plane I knew that some day I must
have her.  

During the next few months I only saw Cathy a few times. On one occasion I
went to the airport on my day off just to spend a few minutes chatting with
her in the flight attendants lounge. Ever time I saw Cathy she looked even
more beautiful and sensuous  than the previous  The thought of being with her
gradually turned from a continuing fantasy to a compulsion. 

Nancy and I have known and enjoyed each other for 8 years.  In addition to
being one of my closest friends, we have almost identical personalities,
sexual preferences and physical characteristics.  I am 47 years old and Nancy
just turned 42.  We are both 5'4" and 115 pound with slim builds, blue eyes
and short black hair.  Nancy has been married for ten years.  I have never
married but have had a number of relationships with both men and women. 

The first person I told about my feeling toward Cathy was Nancy. She was
amused at how I had become smitten with Cathy after just one meeting.  When I
told her about my continuing fantasies about Cathy,  Nancy was basically
disinterested and offered not a word of sympathy.  In early June, her
indifferent attitude took a dramatic change when she met Cathy at a flight
attendant meeting. She called me that evening and told me we should plan on
spending some quality time with Cathy.  Some people are 
planners, Nancy is the master planner and organizer.    
 
With Nancy and I having seniority, we basically have our choice of flights.
 When we received the schedule for December, Cathy was scheduled for Los
Angeles to London flight with a layover in London.  Nancy and I changed our
schedule accordingly.  About a week prior to flight I arranged to be at
airport knowing Cathy would be there. It was so exciting seeing her again.  I
walked up to her and cheerfully informed her we were scheduled together with
my friend Nancy on a London flight.  I also told her that Nancy would be
celebrating her birthday on the layover and invited her to join us for
birthday celebration. When she responded positively, my heart began racing.
 I told her I would made all the arrangements and looked forward to seeing
her again.  If only she knew how much. 

I have never anticipated anything as much in my life as that flight.  I kept
thinking they would change schedule and Cathy would be reassigned to another
flight.  When I entered the lounge prior to the flight and saw Cathy and
Nancy sitting there, I breathed a sigh of relief.  That flight proved to be
the longest flight of my life.  Not for anything that occurred but in
anticipation of what Nancy and I hoped would occur upon our arrival in
London.  

Nancy made reservations for us to stay at an old romantic inn just outside of
London.  We had stayed there together a number of times and had a good
relationship with the owner, who is gay.  When we checked in, the owner, as
arranged, informed us he had not received our reservations and the only room
he had left was a suite with a king size bed.  Nancy and I mildly protested
but agreed it was better than no reservation.   Nancy told Cathy and I we
will have an old fashion pajama party. Although I could sense she was
uncomfortable with these arrangements, Cathy did not voice any major
opposition. 

I suggested we change into casual clothes and hit some nightspots to
celebrate Nancy's birthday.  Everyone was in agreement. The suite had a
dressing room off the bathroom which we all used to change.  When Cathy
emerged it was the first time I had ever seen her without her uniform.  She
was wearing a tight black turtleneck and short skirt.  Even in my most vivid
dreams I had never imagined her body being this beautiful. I couldn't keep my
eyes off her gorgeous full breasts.  I  was getting hot just looking at her
and I knew that Nancy felt the same way.

The "birthday" celebration was great.  We found a nightclub which had a live
band and spent the evening dancing and toasting Nancy with champagne.  I love
to dance but found it far more enjoyable watching Cathy dance.  The movements
of her breasts and hips  were so sensual.  I found myself thinking of what
she would look like naked with her body moving in unison with mine.  Nancy
came over and sat next to me.  I knew she was feeling the same intensity
looking at Cathy dance.  She reached under the table, put her hand under my
skirt and began stroking my inner thigh. I spread my legs and gave her 
access to my soaking panties.  Nancy just smiled and stroked me ever so
gently.

On our return to the inn, I began complaining that her shoulder was stiff.
Nancy offered to give me a relaxing massage when we got back to the room.
 Nancy then asked Cathy if she had ever had a massage.  When she responded
no, Nancy offered to give her a massage also.  I responded we can all give
each other massages and just fade away to sleep.  The enthusiasm expressed by
Nancy and I overwhelmed any reluctant by Cathy.  I must also admit the
alcohol had taken its effect of all three of us. 

Nancy and I changed our clothes first.  We both were dressed in short bath
robes with only panties underneath.  While Cathy was in the dressing room
changing, we dimmed the lights, lit a few candles and opened a bottle of
champagne.  Nancy and I jumped into the bed and began consuming the
champagne.  Then she reached into my robe and began fondling my breast.  I
responded by slipping my hand under her robe to rub her wet pussy.  She
spread her legs and opened herself to me. When we heard the bathroom door
open we caught ourselves and started giggling. . 

The sight of Cathy crossing the dimly lighted room was absolutely breath
taking. She was wearing a cut off T-shirt and thin, bikini black panties.
 The movement of her long legs and full breasts pushing against the T-shirt
was driving me crazy.  Cathy climbed on to the bed and the three of us
starting chatting about a whole range of subjects. Within 30 minutes we had
finished the bottle of champagne and were quite relaxed.  Finally, Nancy
reached over and grabbed my shoulder and said time for your massage. 

 Nancy pulled back the blankets and opened a bottle of scented oil.  I took
off my robe and lay face down on the bed. Nancy assumed a "what's the big
deal" approach of just giving a massage.  When I looked at Cathy I could not
interpret any reaction.  She was just standing by the edge of the bed staring
at my nakedness. Nancy told Cathy to open her hands and poured oil into them.
She told Cathy to work on the shoulders and she would work on the legs.
 Nancy and I began giggling which broke any tension that Cathy might have
been feeling.  For the next five minutes I could feel four hands kneeling my 
body. The though of Cathy's hands on my naked body was making me extremely
wet. After about five minutes Nancy told me to turn over and I obliged
immediately without any modesty. I could now look at Cathy which intensified
my excitement.  Nancy gave Cathy some additional oil and began rubbing my
shoulders and stomach.  I could tell Cathy was nervous  but continued to
follow Nancy's instructions. While Cathy was massaging my shoulder, Nancy
reached over and began massaging my breasts, I sighed and looked for a
reaction from Cathy. She immediate stopped massaging my shoulder but kept her
hands on me. I tuned my head and smiled at Nancy and said "That feels so
good." . We 
both knew that our goal was within reach. Then Nancy moved down and began
working on my legs and complained to Cathy she was neglecting her
responsibilities. We all laughed and giggled as the charade continued for
another five minutes.

Then Nancy announced I was done and it was Cathy’s turn.  The moment that
Nancy and I had planned so diligently finally arrived. I jumped up, put on my
robe and motioned for Cathy to lay down.  For what seemed like eternity,
Cathy just stood there at the side of the bed saying not a word.  Then she
took a  step back and froze once again.  My heart began racing and I felt my
stomach tighten.  Finally,  Cathy lifted the T-shirt over her head, exposing
a gorgeous set of full, firm breasts.   She immediately folder her arms
across her breasts in a futile attempt at modesty and lay face down on the
bed and placed her arms at her side. I was absolutely soaking seeing this
beautiful body laying before me.   

Nancy poured oil in my hands and we both started massaging Cathy's shoulders
and back. From the stiffens in her shoulders,  I knew she was extremely
nervous. After about three or four minutes of intense massage, Cathy raised
her arms over her head and I immediately felt her muscles relax.  While Nancy
continued on her shoulders, I moved to the bottom of the bed and began
massaging her ankles, then her calves and finally her thighs.  We continued
for a few more minutes until Nancy told Cathy to turn over. 

There was no immediate reaction or conversation.  I could feel how tense she
was. Cathy just lay there in absolute silence for what once again seemed like
eternity. Then without a word she rolled over and 
put her arms over her head.  What lay before us was an absolutely gorgeous
body.  I would estimate 36C-24-36 with the firmest breasts and shapeliest
legs I had ever seen. I was almost certain that Cathy knew exactly what was
to occur but not entirely sure.  Cathy looked over and smiled at then  put
her head back on the pillow and closed her eyes. The sight of this gorgeous
face and body before me made me so hot.  Nancy gave me some additional oil
and we both started on her shoulders then worked our way down to her stomach
and hips.  When I  returned to her shoulders I could see her nipples becoming
erect.  I casually ran the palm of my hand ever so lightly over her nipple.
She let out a little gasp of enjoyment.  I returned to the shoulder for just
 an instant before repeating my brush across her nipple.  Once again I heard
the faintest of sighs.  I was now convinced Cathy was both agreeable and
ready

Nancy stood back and removed her robe. I reached down and I worked both my
hands over her breasts.  I could feel her nipples growing under the palms of
my hands.  Then I rolled her nipple between my index finger and thumb. They
were now becoming as hard as a rock.  I finally replaced my fingers with my
lips and began flicking her nipple with my tongue. Cathy began panting in
excitement.  Nancy reached down and attacked her other nipple with equal
intensity. Cathy's moans became more intense.  I reached down to feel her
moist panties.  The Nancy's hand replaced mine and I reached up and kissed
Cathy.  When I slid my tongue between her lips she responded immediately.  I
stood back from the bed and removed my robe.  I just stood there playing with
myself watching Cathy's reaction to Nancy licking her breasts and playfully
caressing her inner thigh..

Up until this point in our adventure, not a word had been spoken.  The only
noise being Cathy's moans and gasps of excitement.  Then I reached down and
spread Cathy's thighs and began lightly stroking her pussy through her
panties. Cathy's moans became more intense. Then I  said " Cathy, your are
soaking wet.  Do you want me to take off your panties?" There was no response
other than a deep moan.  Then I began rubbing her pussy more vigorously and
repeated the question.  Cathy responded by arching her hips and moaned
"Please! Please!". I then playfully asked "The what do you want me to do?"
Cathy arched her hips even higher and called out "Oh please! Oh Please!." I
pulled her panties to the side and inserted  my finger into her.  Then I
playfully asked "Then what do you want me to do Cathy"  She responded "Oh
please do me - do me now" With her hips lifted off the bed, I removed her
soaking panties and spread her legs apart. I shall never forget the sight of
Cathy laying before, moaning with excitements, with her legs spread and that
beautiful, soaking pussy open before me.  I started licking her inner thighs
and then reached the lips of her pussy,  I ran my tongue around the lips
never entering her.  Her hips began moving so rapidly pushing my face into
her.  She began panting and cried out "Please, please - do it now." I finally
stopped teasing her and placed my lips over her clit and began sucking her.
 She tasted so sweet.  Her moans became cries of enjoyment.  When I looked
up, Cathy had grabbed the headboard and her beautiful tits were swaying back
and forth across her body.  Nancy was leaning back rubbing her pussy with
equal intensity.  I returned to Cathy's pussy and began flicking her clit.  I
alternated between light caresses and putting her clit between my lips and
sucking as hard as I could. Within a minute I felt Cathy’s legs tremble and
tighten around my head.  The intensity of her moan told she had climaxed.  
 
Then Nancy and I switched places and she began licking her tasty pussy. I
kissed Cathy lightly on the lips and she slipping her tongue into my mouth.
 I asked her how she felt and she responded "wonderful." and began moaning
with intensity as Nancy continued licking her.  I placed my lips over her
hard nipples and flickered my tongue over them.  Then Nancy reached over,
spread my legs, placed her head between my thighs and attacked my pussy with
her tongue.  I climaxed immediately with a cry of relief.  Then 
Nancy moved over and climbed on top of Cathy.  Watching the two bodies
rocking together was a gorgeous sight.  Then Nancy slid down and buried her
head between Cathy's legs.  Within just a few minutes, Cathy's body buckled
and she climaxed again.. 

The three of us basically collapsed and fell asleep . I was still hot but
totally exhausted.  It had to be a few hours later but the next thing I
remember was two warm hands spreading my thighs apart and a hot tongue
licking my pussy. I just closed by eyes and entered a zone of total
excitement.  When Nancy began flicking her hot tongue across my clit, I felt
I was going to explode. I reached down to press Nancy's face deeper into me
 and was quite surprised to feel long hair sprawled across my thighs.  It
 was Cathy's hot tongue licking me not Nancy. I felt shivers going down my
spine  I looked over and saw Nancy smiling and playing with herself.  She
edged over to me and gave me a hard kiss. Then Cathy raised up and placed he
body over mine.  The feeling of those well oiled tits against my slender body
was unbelievable.  We intertwined our legs and rubbed our bodies against one
another. Then Cathy raised up and placed her legs over my hips..  Nancy moved
down between my thighs and began licking my pussy.  I was in ecstasy with
Cathy swaying her huge tits and nipples across my lips and Nancy sucking on
my clit.  When I climaxed I couldn't believe the intensity. I fell back into
the bed in total exhaustion.

I know after I fell asleep that Nancy and Cathy enjoyed each other until
dawn. We I woke up around noon, the bedroom was empty but I heard the shower
running.  Anticipating Nancy and Cathy together, I raced into the bathroom
with excitement.  I was disappointed to find only Nancy in the shower.  This
disappointment was quickly eliminated when Nancy and I began soaping each
other.  I love the feeling of standing beneath a hot shower with a hot tongue
in my pussy.  After satisfying each other, Nancy and I dressed and went down
for breakfast.  We found Cathy sitting in the lobby reading a magazine.  When
she saw us her face became flushed.  The conversation over breakfast was very
casual with not a moment of the previous evening.  I could tell that Cathy
was extremely uncomfortable with the situation. 

After breakfast we returned to the room.  Cathy had an earlier flight and had
to leave immediately.  When she was packed and standing at the door to say
good-bye, I walked over and gave her a gentle kiss on the lips.  Nancy did
the same and Cathy departed. I have not been with Cathy since that wonderful
evening. I have seen her at work a few times and we have talked on a regular
basis.  During our telephone conversations, Cathy has admitted she enjoyed
our evening together but has not agreed to meet again.  Her response is lets
wait until she decides what she really wants.  I hope she makes her decision
soon.