Threesome on the water. -1- Judy was 39 years old, about five foot six tall (I guess) and, apart from the size of her breasts, rather slightly built. She was no raving beauty but there was something about her that was both sexy and attractive. There was an unmistakable allure about her. She'd been married at a very early age and had had a child that had since been adopted. She got divorced some years ago and had been enjoying her new found single status ever since then. It was Pauline who really got to know Judy I realized from quite an early stage that they really got on very well together. They didn't really see that much of each other but when they did get together they really seemed to have a good time. I think they managed to talk about just all there was to talk about over the few years they had known each other. Of course I too would see Judy when she visited. Quite a few times we'd all go out together. I always did like her a lot. She was just a very pleasant and natural person. Even though, for whatever reason, we didn't talk about her a lot, when we did it was very warmly. I must admit that I thought she really had a very attractive pair of breasts and that I'd think about them from time to time! They were not huge, but they were, shall we say prominent and memorable! Come to think about it, when Pauline and did talk about Judy it was actually more often than not about her breasts. Pauline likes attractive breasts in women a lot and Judy's breasts fitted the bill very well! We would often start talking about some mutual acquaintance's breasts and in no time at all the con- versation would have us both well away! We both have very similar tastes in breasts! Pauline had apparently spoken to Judy from time to time about some broader aspects of sex and, just a few times, very casually, about threesomes. These conversations led from one thing to another and I think that Pauline must have suggested outright that she might like to have sex with the two of us. In any event, Pauline announced that Judy wanted to come out in the boat with us for a weekend and that she seemed quite keen on having, or at least trying, a threesome. I suggested that it might be a good idea for Pauline to pin her down on that point so that there would be no unfortunate misunderstandings once we were all afloat. Pauline came back with the news that, yes, Judy wanted both of us! Judy came on board wearing shorts and a vest through which I couldn't help noticing that her slightly pendulous breasts were swinging quite freely. I greeted her with a light kiss, as I usually did and purposefully gave her quite a hug around her waist, pulling her towards me ever so slightly. It really could have been a perfectly normal greeting to someone I knew quite well, but there was just that little bit of extra effort on my part. Judy immediately sensed this and gave me a quick and very direct look which told me everything I wanted to know! There didn't seem to be any misunderstanding whatsoever! The girls went down into the cabin to stow things away and Pauline was showing her were everything was. I didn't notice any references being made to the bunk out in the main cabin that guests normally would use. As it was just a little bit chilly, Pauline was wearing her striped shirt which I've always liked. Underneath this shirt she was no doubt wearing one of those transparent and rather full bras that she'd bought a few years earlier and which had proved to be an instant turn on for me on many occasions. Pauline's tits really turn me on, even after all these years I find them as sexy as the very first time I saw them. I don't know quite what it is about them. They always look the right size and her nipples are quick to respond to any stimulation. She'd let her pubic hairs grow over her bikini line, now that summer was almost gone. After a while we were ready to cast off. Pauline handled the ropes up forward as usual - we'd long since learnt that it was unwise to let guests "help" during these trying maneuvers. As we passed under the Key bridge, the sea got somewhat rougher. By the time we turned down the Craighall Channel, towards the mouth of the Magothy, it was really getting quite wet. We took a few waves over the windshield and we all got quite a drenching. The water wasn't quite as cold as one would have thought, so there was no need for anyone to put on any more clothes, and after all, we were already soaked to skin so we couldn't have got any wetter. I looked across at Judy and saw that her thin vest was now transparent and clinging to her tits. As she turned slightly I could see the outline of her nipple area; I was surprised as to how large and dark they were, almost two inches in diameter I would have guessed. Pauline saw me look and took a quick look herself before turning to me and said "Judy's got quite a pair,,haven't you Judy?" Judy blushed, just for an instant, and then pulled her top down slightly and stuck her chest out saying "Yeah,there not a bad pair of boobs at all" Another boat came past us and our attention was diverted! Later that afternoon I found an anchorage that I knew to be particularly secluded. Pauline and I did all the various chores that need to be done soon after anchoring. I did notice that Pauline seemed to spend quite a long time in the forward cabin and assumed that she was probably making some suitable arrangements for activities that were bound to take place in there much later on. After everything was shipshape we all lazed around in the very hot afternoon sun. Judy suddenly said "You don't mind if I go topless do you?". I was quick enough to say something before she took her top off - I really wanted to make the most of seeing her tits for the first time. I glanced over to Pauline and I could tell that she felt relieved that I'd stopped Judy in time! I knew that Pauline was as excited at seeing Judy's tits as I was. I was also looking forward to seeing these two women playing with each others tits as well. In actual fact Pauline may have been keener to have her own tits sucked and massaged as she was in doing the same to Judy, I wasn't really sure! "Look Judy ,", I said. "We're both really looking forward to seeing those breasts of yours and I think we should save it for a while longer......after all, it's still early!". Judy .smiled knowingly at both of us and then said. "I just thought I'd like to get some sun on them". I suggested that she went down into the cabin and put on a really small bra and that then she'd get a tan while still keeping up the mystery of those great tits of hers. She then suggested that she borrowed one of Pauline's bikini tops and Pauline said that she thought one of her smaller bras would be a lot sexier. Judy thought about this for a moment or two, during which time I think that she got a good grasp of the whole idea. "O.K." she said and disappeared down below. A while later she made her appearance, and what an appearance it was! She skillfully put on one of Pauline 's white bras (one of her heavy duty ones!) so that they covered about half of her well oiled breasts by volume, and in such a way as to create a terrific cleavage. I must admit that my first thought was what it would have been like (although I'd probably find out soon enough!) to push my cock in and out between those shining and very slippery looking tits. Both Pauline and I made some very appreciative noises as she came up out of the cabin. Judy went and sat on the aft bench in the cockpit and started taking in the sun; face leaning back with her eyes closed. Pauline and I spent quite a few minutes looking at her before turning to each other with a knowing smile. Judy's breasts were not huge, in fact they were only somewhat larger than Pauline's, but they certainly had a very full shape that was very appealing to both of us. I looked at Pauline and indicated that her's weren't bad either - I think she appreciated that! A really nice old sailing sloop in the distance diverted our attention for quite a while. When we looked back at Judy she seemed to have gone off to sleep. Her right hand had slid under the top edge of her bikini pants and had pulled them down very slightly. Her pants had been pulled down just enough to reveal a rather prominent tuft of very black and very thick pubic hair. This was quite a sight! Pauline and looked at each other and smiled, knowingly, at each other. We then noticed that Judy's fingers were actually reaching quite far down into her panties and we could see that her fingers were very slowly massaging what lay beneath them. Judy seemed to be working herself into quite a state in her semi-awake condition, judging by the contortions appearing on her face. I noticed that the sun tan lotion had soaked into the material of the bra and that, once again, we were seeing the shadow of her large nipple area. This time her nipples themselves were beginning to become more and more prominent. This really was getting very exciting - for all of us! Judy clearly was off in her own world and it would have been very interesting to know what fantasies were going through her mind! Suddenly Judy's hand plunged much further down into her pants and it was quite obvious that she'd put some fingers right up into her cunt. Just as I was calling out "Hey Judy , you're getting ahead of us all - slow down!!" Judy suddenly stiffened and let out quite a load groan. As she did that she seemed to come to and suddenly realized what she'd been doing with herself and what I'd just said. She pulled herself together very quickly and said "Hey, you guys, don't worry, I'm only just getting going!.....God, I haven't felt so horny in a long time". Pauline went and got us all a Coke and we sat around for a bit not saying very much. After a while she suddenly asked "Hey, what do you guys really want to do with me? Oh, and Pauline, are you really going to let Chris fuck me?" we didn't answer for a moment and before we had a chance to she continued. "Hey, why don't you guys just do what you want to do, but don't hurt me will you, at least not to much, I don't mind being a bit submissive but there's a limit". " I'll let Chris decide if he wants to,..er, well you know". said Pauline "I think we just all want to have a good time" said I, not quite knowing what the next move should be. My cock was beginning to get rather hard and uncomfortable in my shorts. Just as I was becoming aware of that, Judy spotted the situation and cried out "Hey Chris, why don't you let it all hang out? Why be uncomfortable?".I really wasn't too sure how to react to that suggestion, luckily though Pauline came to the rescue, as she so often does. "Yes come on, let's see if it's a "real one"" she said. "Yeah, let's see if you're circumscribed (sic) - no hold on, let me guess! Stand up so I can see it's outline!". I duly stood up and my cock, which was now pointing straight up in my pants was straining against the material of my shorts - I thought for a moment that the head of my cock was going to poke up above the waistband of my shorts!"OK lets have a good look here now" said Judy as she moved off the aft bench and came and kneeled on the cockpit(!) floor in front of me. As she was kneeling in front of me I looked down into the one of the sexiest cleavages I'd seen for a long time and that just made my cock strain even harder against the material of my shorts."Well, I really don't know......" Judy was saying. At the same time Pauline had got up and was standing behind Judy ready do something, but I wasn't sure quite what. "Well,....there's only one way to find out" Judy said, then turned to Pauline and asked "Is it OK if I have a look for myself?" She very slowly grasped the waistband of my shorts and started to pull them down , very, very slowly.As Judy was starting to slowly lower my shorts, so Pauline unclasped Judy's bra and very slowly let the weight of her breasts pull the bra downwards. Pauline still kept hold of each clasp of the bra so that Judy's breasts were still not exposed; this did however change the perspective of her cleavage quite a bit. As my cock was just about to appear over the top of my shorts so Pauline let go of Judy's bra and I quickly removed it from her upper body. From where I was I could only see the tops of her breasts. Just then we all became aware of the sound of an approaching helicopter and it seemed to be flying very low and by the sound of things it was obviously coming our way! Quick as a flash, I pulled my shorts right up while Pauline helped Judy quickly fasten her bra. It appeared that a small speedboat nearby, that we'd never even noticed, was in some sort of distress and had somehow summoned the helicopter. The helicopter hovered around, quite close to us and the other boat. A can of gas the appeared on the end of a rope from the helicopter and it slowly began being lowered to waiting small boat below. I reached for the binoculars to watch the proceedings more closely. On focussing on the small boat I noticed that there was a rather plump middle aged woman wearing a bikini. This in itself was quiet unusual, here in the States. Her husband, or boyfriend seemed quite a bit older and not very agile. They were both trying to reach for the can of gas, even though it was still more than twenty feet above them. The woman seemed to be trying to jump up towards the gas can, in a series of frustrated little hops. As she was hoping up and down I noticed that she had an enormous pair of apparently very shapely breasts. Her bra top was desperately trying to keep pace with her bouncing tits and it looked as though we'd all see her breasts exposed at any second. Totally futile as her attempts were, they certainly put a different perspective on the whole amazing episode that was taking place not fifty feet from where we were. All of a sudden the woman's massive tits burst forth from her hopelessly out distanced bikini top. As with other heavily built older women with big breasts, that I'd seen in my lifetime, her nipples turned out to be uncharacteristically small, even though they were quite prominent. That did not deter too much from this amazing sight, however! It took her a couple of seconds to fully realize exactly what had happened. It was then that we realized that these two had been obviously drinking quite heavily - which explained this rather odd behavior. The man, on seeing his wife's exposed tits burst out laughing, he really was beside himself. The woman started to laugh as well and, totally oblivious of us and the helicopter, reached for the man's swimming trunks. She managed to pull them down to below his knees. The older man staggered around for a few seconds before slowly collapsing onto the cockpit floor of the boat. As he sank out of sight he reached for the woman's bikini bottom and managed to pull them right down as he disappeared. He exposed a mass of, what I could see through the binoculars, was totally bleached pubic hairs. Pauline and Judy were now shrieking with laughter and I think we'd all forgotten about what we were all up to when this crazy episode began. At this time the gas can appeared to be just about over the boat. the pilot carefully lowered the can into the boat, dropped the line and roared off back to the shore. There was no sign of life on board the little boat and it occurred to me that the couple might be having a quick one on the floorboards, before refuelling! The boat seemed to be drifting away from us now and it looked as if this little performance was finally over. A while later I noticed that the man was, somewhat unsteadily, managing to refuel the boat. Shortly after that we heard them start up and move off. they disappeared in the distance a couple of minutes later. Judy went and poured herself a drink and Pauline and I had some coffee. We spent the time before dinner talking and laughing about the whole crazy episode. I noted that the sexual connotations of the whole event were quite appropriate and the two girls agreed. It was a really unusual dinner. We all sat around the small table in the cockpit and, as we'd agreed upon a short while earlier, decided to simply talk about sex. We'd agreed that it would be a good idea to talk about our various fantasies, likes and dislikes beforehand as it would make things a lot easier all around.