Its been over 4 years that Lillian and I moved in with each other. Not as girlfriend and boyfriend because she is 48 now and I am 30. We work for the same company and had been only friends for a few years. We moved into a two bedroom apartment only to save money. I'd say for a year or so we were pretty modest around each other. She had boyfriends and I had some girlfriends and our relationship was just being friends. I think both of us became less self concious as time went on and I had little thought of Lillian seeing me in my underware or me seeing her in hers. I saw her naked a few times and she also saw me that way several times. When it did happen we just laughed it off. I had just broken up with a girfriend and Lillian was dating a guy at the time. She came home drunk as a skunk one night and came out of the bathroom with only a towel arournd her. I had seen her like that many times but instead od going into her bedroom she came into the living room and sat on the sofa. We talked for a very short time and she fell asleep sitting up. I was watching tv and each time she moved a little of the towel slid further down until her breasts were exposed. I originally was only going to lay her down and put a pillow under her head but the towel opened up on its own, most of it hanging over the the front of the sofa. I just looked at her naked body for awhile then began to fondle her breasts. I had never touched her before but got such a hard on I began fingering her. I took off my underware and touched her face and breasts with my penis and continued fingering her. In a matter of minutes she got wet and I knew she was aroused by it. I could feel her moving her pelvis slightly and I could hear her moaning. As I fingered her and had her orgasm I jerked myself off with my other hand. She never woke and I covered her with the towel and went to my room. Within an hour I was back in the living room and she was still sound asleep. This time I began fondleing her again and ended up giving her oral sex. This woke her up and at first she seemed to be mad at me asking what the hell I was doing. I was between her legs holding her breast and when she layed her head back down I continued licking her vagina. She orgasmed two times that I am sure of and when I asked her to suck me off, she did. From that night on we mastubate each other, have oral sex and intercouse on a regular basis. She has even allowed me to have anal sex with her a few times which I had never done before. We see each othe naked all the time now but the crazy thing is that she has a boyfriend and I have a girlfriend. Everyone thinks we are just close friends.