Cape Town 2009. We we were out tearing up the Blouberg strip Picololo, blue peter, doodles and then ended up in some dodgy place in Milnerton. Just a mate, myself and his "work colleague". What started as a quiet sunset beer at blue peter was now a 1am at some dive. As the night progressed I realized that my mates work colleague was getting friendlier with him. His suggestion to go back to his apartment at royal ascot around the corner from where we were was well planned and met no resistance from anyone. I felt like a spare wheel and suggested that I leave but they insisted I come back for a last drink. Anyway half a bottle of olmeca gold later they were quite the amorous couple. A few minutes later they retreated to the bedroom. I heard them start getting randy - deep sighs and moans. I was on the verge of sneaking out but needed to pee first. I went to the loo and saw the bedroom door open. I peeked in and saw her on her back and him eating her out. Her blouse was still on but unbuttoned, her skirt was still on but hitched above her hips - on the floor lay a soaked g string and a pair of heels. I just stood there in awe becoming increasingly aware of the bulge in my pants. He looked up and saw me and just winked. I considered leaving but just stood there like a mesmerized voyeur. She opened her eyes and I got the shock of my life. I wanted to duck away but I froze. Too my surprise she beckoned me with her finger. I looked at him and he nodded. I walked across feeling very jittery. I just stood there and she fumbled with my zip and released my very uncomfortable erection whilst still being eaten. She started to blow me and it was incredible relief. My mate left us for a minute and she kept blowing me and started to touch herself. He returned with a cock ring and slipped it on. He slowly started to fuck her and gradually picked up pace eventually ramming her wildly. She was deep throating me and was gagging at the same time. He was about to come and she was almost begging him to fill her. A few minutes later he exploded in her. Glistening with sweat he pulled out and I saw my first cream pie. I wasn't brave enough to bareback her and Fumbled with a condom wrapper and slipped into her warm moist hole. My shaft was covered in cum. I rode her until i felt her cum again and then I exploded too. I pulled out and took out a seriously cum filled condom. I went back to the lounge realizing that I hadn't even taken off my pants. I quietly slipped away and sent my mate a SMS when I got home safely. That was my first ever threesome and truly memorable experience.