Lisa was leaning aqainst the tile wall, eyes clossd, and I was bent over, licking her left nipple to attention, when we both froze at the sound of a woman's voice:

"Oh, I didn't know you had company. At first I didn't think you were home at all, but then I heard the shower..."

"Beth! What can I...how can I help....could you come back later?"

"I'll wait out here", she replied.

Beth. I remembered meetinq her once. A small woman, she had been a contrast to Lisa -- where Lisa was tall and curvaceous, with hair almost to her waist, Beth was perhaps six inches smaller, kept her hair short, and had a figure that might have been called "boyish". She and her often-travelling husband lived next door, and Lisa often ate lunch with her on the weekend.

I straightened as the door closed.

"She has a key," Lisa said, "but I have no idea..."

"Well, normally you'd be at work now, and we did bring my car instead of yours."

"Sigh," she said. "Later for us, I suppose. It's a shame, though -- I'm all wet, never mind the shower."

Although Lisa had a robe waiting for her on the back of the bathroom door, I made do with a towel around my waist. My clothes were a step away in the bedroom, but I wasn't betting that Beth would have closed the bedroom door on her way out.

As it turned out I was half right. The door was closed, but Beth hadn't left the room either. Instead she had made the room her own by stripping and lying on her stomach on the queen-size bed, propped on her elbows facing the us, legs crossed at the ankles and bent at the knees. Once again Lisa and I were non-plussed.

"OK," said Beth, "Here's what I have to offer," and she rose to her knees.

I said her figure was "boyish", and in the jeans and football jersey she had been wearing when I first met her she might have passed for a boy. Now, nude, her small round breasts were apparent, and nobody would have made that mistake.

Further down, her waist and hips were trim, matching the glimpse I had had of a firm rounded rump. She clearly kept her bush trimmed, and although her legs were together her nipples led me to expect a snatch darker than Lisa's.

"I've been thinking about you for quite some time, Lisa, and John was an addition I couldn't resist. Jimmy won't be back for another two weeks, and I've just about gotten tired of masturbating -- at least by myself. I'm open to almost anything exept," and now she looked straight at me, "no man fucks my pussy but Jimmy." She smiled. "I don't think you'll miss it, though. I believe in being creative."

She rose and stood next to the bed.

"Who wants firsts?" she asked.

Lisa's eyes were wide, and she still hadn't spoken. I turned to her and raised an eyebrow, after which she slowly opened her robe and let it drop to the carpet.

Beth stepped forward. The difference in their heights put her eye about level with Lisa's shoulder, and she reached up a little to stroke Lisa's cheek.

"Do you want me, Lisa?" she asked. "Would you like me touch you, and kiss you, and hold you?"

Lisa nodded, and Beth smiled as she moved closer still.

I expected a kiss, and Lisa licked her lips as if preparing, but instead Beth ran her hands down to the small of Lisa's back.

"I remember the first time I was with another woman," she said softly. "I was a little frightened, and I wouldn't let her kiss me." Her right hand rose and caressed the bottom of Lisa's left breast; the nipple pulsed slightly.

"It seemed to me," Beth went on, "that touching and licking were play, but kissing would have been serious." Her fingers brushed the nipple and I could see it swell and firm. Lisa closd her eyes and half-retreated, but Beth's other hand behind her seemed to lend support.

Beth looked over at me. "You know, John, with that towel you're the best-dressed man in the room, but I think I'd like to see you without it." I must have colored -- I certainly felt warm -- because she smiled and added "You know, these walls aren't very thick. I've heard you and Lisa sometimes."

Lisa's eyes opened. "Really?" she said.

"Oh yes, I've heard your happy little cries. Sometimes I was surprised you didn't hear mine -- I was pressed against the wall, listening to you two and playing with myself."

"But the apartments are the same, so my bedroom wall is next to your dining room!"

"Yes it is. Can you picture it?" Beth was stroking both of Lisa's breasts now. "While you two were in here fucking, I was squatting naked in my dining room, listening to you and rubbing myself into wonderful orgasms!" She chuckled. "I've come so many times there I think there's a spot on the carpet!"

It was quite an image, and when I loosened the towel from around my waist it didn't fall to the floor but hung there on my erection. Beth chuckled again.

"Come over here," she said. "I'd like to see what's been pleasing my friend Lisa so much."

I stepped closer and freed the towel.

"Hmmm. Lisa, why don't you show me how John likes to be touched?"

Lisa reached out and caressed my shaft as Beth lifted Lisa's heavy breast and lowered her mouth to breathe gently on the nipple. The nipple's swell to full erection was familiar to me, but the shiver I could feel in her hand was new. When Beth lowered her head the slight additional distance to take the nipple between her lips, Lisa's caress became a grip, and when Beth began a gentle suckling the grip became briefly almost painful until Lisa moaned softly and moved her hand to cup Beth's head and hold her friend to her breast.

I felt at a loss for a moment, worried that I might be third wheel. The two women were clearly enjoying each other, leaving me without much to do except pull my dick.