Mark, Jim, and Kathleen (Kat), all had attended high school together. Mark and Kat had dated in school and then married two years after graduation. Jim had always had a crush on Kat. And now over the past ten years he had found himself wanting her. Wanting to have her in the way that Mark was able too. What neither Mark or Jim knew though, was the fact that Kat secretly wanted to have Jim that way too.

Mark, 30, was tall, almost 6 foot, and very slim, weighing only 130 lbs. He had shoulder length brown-black hair and green eyes. He had been a basket ball player in high school.

Jim, also 30, was the opposite of his best friend Mark. He was a few inches short at a height of 5' 10". He was also heavier set, weighing 160 lbs. His hair too was shoulder length, but was sandy blonde and blue eyes. In high school he had been the captain of the football team.

And then there was the former high school cheerleadering captain and Prom Queen, Kat. She was 28, 5' 7", long brown hair that hung down to her nice round ass. She wieghed, at most, 120 lbs. soaking wet. Her blue eyes sparkled and don't forget those nice perky 32D breasts of hers.

You can see why Mark and Jim were both attracted to her. Jim had always been a little shy. Mark on the other was very outgoing and was always the life of the party. It was no wonder that Mark had asked Kat out before Jim even had the chance.

They now all lived in the same town and it wasn't unusually see Jim's truck parked at their house for days as a time. He had a key to come and go as he pleased because he spent just as much time, if not more, at Mark and Kat's house than he did his own. They infact had tried several times to get him to move in with them but, Jim always said no. When Mark was gone on long business trips, it was all Jim could do to be alone in the house with Kat. Like I said before, Jim wanted her. Wanted her in the way only Mark could have her.

At breakfast one morning Mark announced that he had to go on a two week long business trip. His company was wanting to buy a smaller company and was sending Mark and another guy to see if it would be profitable. He would have to leave Saturday morning on a 4:00 am flight.

For Mark and Kat the days past quickly, but to Jim, they seemed to be eternal. Jim had finally decided to let Kat know just how he felt. It might ruin the friendship he had with Mark and Kat but, he just had to let her know.

Mark didn't wake Kat when he left Saturday morning. Not having anything planned for that day she slept late. At 9:00 am, Kat woke and got a shower. Drying off and putting on her silky bathrobe, which by the way barely covered her naked ass and shaved pussy, she headed downstairs to the kitchen. It was not surprising to her to hear the TV on.

"Hello Jim," Kat called into the living room.

"Hello yourself," came the response from Jim.

Kat walked on into the kitchen. Opening the fridge and bending over to get the juice she could feel Jim's hand on her ass.

Rising quickly, she half confused half laughingly declared, "Jim! What are you doing?"

"What does it feel like I'm doing," he asked back.

"I know what it feels like your doing. But, what are you doing?"

"I've decided to let you know exactly how I've felt for you since high school."

Leaning down and pulling her close to him, Jim kissed Kat passionately. He was surprised when she pulled him closer to her and kissed him back. Jim placed both hands on her ass and began rubbing the silky robe on it.

As Jim kissed down Kat's neck she whispered in his ear: "Take me, Jim."

Without hesitation, Jim swooped Kat up into his arms and carried her to the couch. There he removed his shirt. Kat unzipped his pants, exposing Jim's 9" rock hard cock. He had to be at least an inch and a half around.

"Damn, Jim," Kat said. "Your bigger than Mark."

Smiling, Jim watched as Kat began to suck his dick. Getting it nice and wet he said, "I've waited 15 years to have you. I need to feel myself inside you now!"

Kat removed her robe and laid back on the couch. She rubbed her clit to make sure that she was plenty wet for him. Jim positioned himself so that he could now fuck the woman of his dreams. He watched her close her eyes as he entered her.

Whispering he said, "I'm not your husband Mark. I'm your lover Jim. Don't picture Mark as the one in you. Open your eyes and look at me."

Kat opened her eyes and looked into Jim's blue eyes.

"Fuck me Jim. Fuck me, please. I've too have been wanting this. Now fuck me. We can take it slow later. Fuck me and cum in me."

Jim began to pound his dick fast and hard into Kat's pussy. Kat was fucking him back.

"MMMMMM Yeah Kat. Oh, Yeah. That's it baby, fuck me back."

After a few minutes of intense fucking Jim came in his best friends wife. This was only the first of several times they were together while Mark was away for those two weeks.

Kat woke up Thursday morning in the arms of her husband's best friend and her new found lover, Jim. It had been almost two weeks since her husband had left for a business trip. Mark would return something Saturday. Kat wondered how long it would be before she was able to be in Jim's arms again. And how long it would be before Mark learned of her and Jim. She would soon find out. Kat could feel Jim stirring behind her.

"Are you awake," asked Jim.

"Yeah," she said. "I was just wondering how long it would be before Mark had to take another trip. I wish that we didn't have to hide this. Why can't the three of us live together and make love all night long."

"So, you've had that thought too," he asked. "I too wish that we could all live together as lovers. We live in Utah for heaven's sake. A man can have as many wives as he wants. I wonder if a woman could have as many husband's as she wanted? I think I'll find out. One of the guys that works for me has four wives. I'll ask him today."

As they laid their in each others arms the phone rang. Kat let the answering machine pick it up.

"Hey Kat," came Mark's voice. "My trip is being cut short. I'll be home tonight. I"m going to call Franco's Italian Dining and have them set up a romantic table for three. I've got something that I want to propose to you and Jim. If I get the answer I'm hoping for all three of us will be extremely happy. Tell him to be at the house at 6:30 sharp. And don't let him tell you "no". He owns the construction company so he can take off early if he wants. What's he gonna do, fire himself? Love you Kat. I'll see you later. Bye"

"Do you think he knows," asked Kat.

"I don't think so," answered Jim. "You know as well as I do that if he knew something was going on, a romantic dinner would be the last thing he would want to do."

Jim got up, dressed, kissed Kat and left for work. Kat on the other hand dressed and went to do some shopping for the house. Since Mark was high up on the ladder in his company, Kat didn't had to work. She spent her days taking care of the house and doing what a woman does best: shopping.

All day long the both of them wondered what Mark's proposal would be. At 4:00 pm Kat returned home to get ready. Mark was there, excited to see her. If he did know something, he wasn't letting on like he did.

At promptly 6:30 pm Jim arrived at their house. Mark answered the door dressed in blue jeans and a white button up shirt. Mark and Jim had to laugh when they saw each other. They were dressed exactly alike down to the same the cowboy boots.

"Well," said Mark. "They say great minds think alike. Come on in. Kat is almost ready. You know how women are?"

"Yeah," replied Jim. "They all take ten hours to dress for an hour date."

Kat came down the stairs dressed in a very tight and very revealing dark blue dress that matched her sparkling blue eyes. She wore 3" heels that made her as tall as Mark. It was all her 32D breast could do to keep from popping out of it. She had pulled her long brown hair up into a bun. She was stunning. Both Mark and Jim were speechless.

"You can close your mouths now boys," Kat said.

Looking at each other, Mark and Jim realized that they did indeed have their mouths open. Kat placed an arm around each of them and they were out the door.

Reaching the restaurant, the waiter showed them to their table. It was in a corner and very private. The lights in the resturant were low. The candle light from the tables made the atmoshpere very romantic. Mark allowed Kat to slide into the cresent moon shaped couch that was their seat. Jim sat next to her on the left with Mark on her right.

After supper was ordered, the salads were finished, and the wine had started to take effect Jim asked, "So what is this proposal that you have for us?"

"Well, it's this," Mark began. "I have this fantasy that all three of us are, well, I guess you would say married. What I mean is, Kat is married to the two of us. I found out that here in Utah, it possible for her to do that."

Jim and Kat began to laugh.

"What's so funny," asked Mark. "I'm trying to be serious."

Jim and Kat then told Mark everything that had happened while he was away.

"Good then," said Mark. "It's settled. Tonight the three of us begin our life together."

Dinner was soon over and the three of them were headed back to Mark, Kat, and now Jim's house. Once inside the door, Jim kissed Kat passionately in front of Mark for the first time. Mark rubbed his wife's beautiful ass as Jim did.

"Why don't you guys let me put on the new teddy that I got today? The two of you can make yourselves comfortable in OUR bedroom."

Letting her go, they watched as she ascended the stairs. Both of them could fill their dicks getting hard as she disappeared into the bedroom.

Jim turned to Mark and asked, "Are you sure you're okay with this? I know that she and I told you about what happened over the past few weeks but, are you sure that this is what YOU want too?"

Turning to Jim, Mark answered, "I know that since we were in high school, you and her have liked each other. I was really surprised to find out that these past few weeks have been the first time that you two have been together. I thought that it had been going on for sometime now. Well, let's go. We don't want to keep OUR hot little wife waiting."

Before going up Mark shook Jim's hand and said, "I mean what I said. I want all three of us to be together. I want you to be Kat's second husband, able to be with her anytime you want just like I can. And I want for both of us to be able to have her at the same time. She loves both of us. Let's give her the chance to have us both."

"Thanks Mark," said Jim. "This is something that all three of us wants. I see no reason why we can't all be happy, especially Kat."

They both ascended the stairs and entered the bedroom. Kat was laying on the bed in a baby blue teddy that snapped at the crouch and buttoned down the front. Waisting no time, Mark and Jim undressed.

Kat watched them as they walked to the bed, stroking themselves; both were rock hard. She was now very much use to Mark's eight inch dick with it's inch girth and Jim's nine inches with an inch and a half girth. Mark started for the right side of the bed with Jim just a step behind him heading for the left.

"Finally," said Kat. "I get to have the two men that I've loved since we were in school."

Smiling, Mark said, "I found out today that, here in the state of Utah, the two of you can legally marry while Kat is married to me. Kat, while downstairs, I asked Jim to marry you. I want all three of us to always be together. What do the two of you say?"

Kat and Jim answered "yes" together.

Kat took a dick into each hand and began to stroke them. Jim and Mark each reached down and started rubbing one of Kat's breast. First, Kat puts Mark's dick into her mouth and starts to suck continuing to stroke Jim. She was greatly enjoying the moans coming from both of them.

Next, Kat turned her mouth's attention to Jim's waiting dick. Her hand still stroking Mark as she did. Mark moaned louder as he watched his wife sucking his best friends cock.

Kat released the hold she had on them and said, "Now it's my turn boys."

Mark began to unbutton her teddy as Jim undone the snaps at her crouch.

"Ouch," said smiling. "This snaps are red hot."

All three laughed.

Mark sat down behind Kat and had her lay back on him. Together, he and Jim removed her teddy and tossed it aside. Mark rubbed her breast from behind as Jim teased her clit with his tongue.

"Damn it boys!," Kat said squirming. "I could really get use to this."

Jim continued to tourment Kat's clit. Kat moved her hips up and down, going along with the movement of Jim's tongue. Mark turned her head up to him and kissed his wife passionately.

"You like that do you baby," Mark asked.

Kat managed to get a "yes" out as she came on Jim's face. Mark held his wife tight to him and felt her shake from an orgaism produce by his best friend. They both smiled as Jim licked his lips.

"Suck me baby," said Mark. "I want you to suck me as Jim's fucks you."

Getting on all fours, Kat placed her mouth on Mark. Jim positioned the head of his cock to her pussy and looked at Mark.

"Go ahead Jim, fuck OUR wife."

Jim pushed all nine inches into Kat and listen to her moan with pleasure. Kat sucked Mark's cock harder. She now had what she had been wanting: both Mark and Jim's cock in her. The faster and harder Jim fucked her the harder and faster she would suck Mark.

"That's it Jim. Fuck her. Fuck her good."

Jim pumped himself deep and hard into Kat. As he shot his load deep in her, Mark unload himself into her mouth. Jim gave a three long deep pumps, letting Kat's pussy milk him of every last drop. Kat, in return, milked all she could out of Mark's cock.

Pulling out, Jim fell on the bed. Kat crawled up between them. Mark and Jim turned and faced her. Each one gently rubbing one of her breast.

"I love both of you," she said.

"I love you Kat," said Mark. "And I want if for us to stay like this."

"Kat," said Jim. "I also love you. I have since high school. Mark, thanks for sharing her with me."

Kat fell asleep between Jim and Mark. The next day, Jim and Kat were legally married. Kat now had two husbands that she loved more than anything.