It was the summer before going to college. It was also the summer when I got my first job. The neighborhood where I grew up had lots of kids. Most of them were pretty much my age, give or take 3 years. I lived on a dead end street so us kids got along really well and there were only two families that had ever moved away. So we knew each other since we first started walking. The ratio of girls to boys was 2 to 1. But we always seemed to get along no matter what age we reached.

As we grew up I do recall a few times when us kids got curious about the opposite sex and played the old "I'll show you mine if you show me yours" game. I hear that it is normal behavior and I am glad that I lived in a normal neighborhood. Although if any of the parents found out at the time, they would have freaked out. But it was just looking and no touching. There were only two girls that played the game anyway. But as we got older it became more interesting. This story is about the two girls and myself.

So now getting back to my summer before college. I am now 18 and so is Paula. Julie is 16. Paula is tall and slender with long blonde hair down to the middle of her back. Blue eyes that sparkle in any light and nice handful size breasts that beg to be touched. Her ass is nice, round and tight and she has a really good tan. Julie is a bit shorter and slightly heavier. She is not fat be any means. In fact, she has a well formed hour glass shape for just being 16. She is a brunette and has short and sassy hair. Her ass is quite nice to look at but her tits are her trade-mark. Julie was one of those girls that developed earlier than most girls in the breast department. Not that she is big in the bust just a bit big for her size. Julie also has a very nice tan.

Paula and Julie were the best of friends. One was always at the others house. Most of our parents worked during the day except Julie's mom. She hardly ever left the house at all. In fact she never hardly ever came out of the house. That was fine with all of us kids anyway, she was quite the neighborhood bitch. Julie was nothing like her mother.

One day I was shooting some hoops at Julie's house. Their house was the one on the street that had the best setup for basketball on the driveway. Julie came walking around Paula's house (they were next door neighbors). She stopped and talked to me a little before she went into her house. She was wearing jean cut-off shorts and a T-shirt and I tried not to stare too much at her nipples. They were hard and it was clear that she was not wearing a bra. As we chatted I noticed that her face was flushed a little and she seemed a little out of breath. She left and went into her house. Just then I heard Paula call for me from her window. Paula's window faced Julie's driveway. I walked over to her window. I stood up on the edge of the window well. Now I could look through the screen window and right into her room. She was kneeling on her bed which was right under her window looking out at me. "Are you out there by yourself?", she asked.

"Yeah, no one is around today so I'm just here wasting some time. You and Julie girl talkin again?"

"Well sort of. We were talking about Jeff leaving for the summer and I'm getting depressed already." Jeff was her boyfriend.

"Auuuuhhh poor baby! It must be rough" I teased.

"Hey! How would you like it if your girlfriend left for two months?"

"I probably wouldn't but I can't since I don't have a girlfriend." Not that I never wanted one. I was always too busy with other things.

"Oh, sorry." She hesitated. "Don't you ever get......well.....don't you guys always get........what do you do when......"

Getting a little impatient with her stammering around I said, "Jesus, Paula what?"

"Oh never mind." she changed the subject, "You thirsty? I got some cold Pepsi in here."

"Yeah, sure. Thanks." I replied. She got up from her bed just before I got down from the window well. I just happened to see her get up and turn away from the window. Her T-shirt slid down her back as she stood up from the bed and I saw her bare ass for just a split second.

As I rounded the house to the back door, I wondered if I was going to be able to see some more of her sweet ass.

I walked into the kitchen of her house. She came around the corner from the living room in her T-shirt that hung down to her mid thighs. I stared at her tanned, smooth legs for a while before I put the ball down on the floor. Paula walked over to the fridge and took out a couple of bottles of Pepsi. She walked past me and went into the living room and sat down on the sofa. I took the chair by the front door across from her. "So where's Tammy?" I asked. Tammy was Paula's older sister.

"She's been helping dad at the shop all week." she replied as she drew her legs up under her. "Julie has been here all morning. She left to go and get measured up for a wedding she's going to be in."

We talked for a while as we drank our Pepsi and I kept trying to get a good look under Paula's shirt every time she moved around. Then I asked, "So what were you trying to ask me out there a bit ago?"

"What? When?"

"Just a bit ago when I was talking to you from outside." I pointed out. "What were you mumbling about. You were trying to find a way to ask me something."

"Oh that." she blurted. "Oh nothing. I shouldn't ask."

"You shouldn't ask what?" I persisted. "You can ask me anything. I don't mind."

"I was just wondering that if.....well since you don't have a girlfriend........do you ever get...what do you do?......Jesus I can't ask this."

I had an idea what she was getting at but I let her stumble her way to get to the point anyway. "You're not a virgin are you?" Paula looked up and asked me.

Wham! There's a question to ask a guy. "Well..... I haven't fucked a girl yet but I have done other things." I replied.

"Oh you have huh?" Paula said with a wide grin. "So what have you done so far?" she eagerly asked.

"I.....uh.....I'm not telling you that. No way!"

"Oh come on Randy. It's okay. I promise I won't tell anyone else." Paula confirmed.

Then I got a bright idea. "If I tell you, you have to tell me also."

Paula hesitated then said, "Okay I can live with that but as long as you promise not to tell anyone either."

"Okay, it's a deal." I agreed. "Like I said, I've never fucked a girl. Yet. But I have felt them up and fingered a couple of girls."

"Anyone I know?" Paula asked.

"Ah......no way! I'm not telling you that much."

"So have any of the girls done anything with you?"

"I've gotten a couple of hand jobs and one girl sucked me off once!" I revealed. Paula sat there and just grinned at me. "So........have you and Jeff had sex yet?"

"You can probably guess that we already have for as long as we have been seeing each other."

That was true. I kind of figured that out a while back. I realized that I didn't gain any more information from her but she sure did from me.

"Don't you ever wonder what it would be like?" Paula asked.

"Well yeah, who wouldn't?"

"But don't you ever get all worked up and excited when you think about it?"

"Pretty much every time." I laughed.

"So do you ever do anything about it?" she quietly asked. She was looking right at me too.

"I....you know I don't have a steady girlfriend.", I quickly changed the subject. "Not like you and Jeff. I knew that you guys have done it." I admitted. There was no way that I was going to tell her that I jerk off.

"That's why I am upset that he is leaving." she revealed. "I mean we do it all of the time it seems. But now he's leaving for the summer and I'm still going to want him when he is gone. It's not going to be the same." Paula sat there and paused a bit. I didn't want to say anything. I didn't really know what to say. I could tell that she was really bummed out. Then she began talking softly as though she were talking to herself. "I can't be away from him any more than a couple of days before I feel like I'm going to burst open. I get all worked up when I think about him. I start thinking about the things we do when we are together and I can't help it. Next thing I know I'm in my bed fingering myself or sometimes Julie will come over and we play with ---".

She cut herself off and slapped her hands on her mouth as she looked at me in shock. "Oh my god!", she mumbled through her hands. The reality of exposure swept over her like a freight train. "Don't you dare tell anyone!"

I couldn't say a word. I was surprised and turned on by what she revealed. I just nodded my head and finally said, "your secret is safe with me, Paula! But since I know, you'll have to tell me more."

Feeling more than ashamed, Paula brought her knees up to her chin and wrapped her arms around them. Her T-shirt was covering her knees. But her nicely tanned calves were exposed. Her feet were spread apart a little and I could see her tanned ass and pussy. My eyes were glued to her pouting pussy lips that were surrounded with light short pubic hair. Her lips were sticking out. They were very pink and they were glistening with wetness. I could feel my prick getting hard under my shorts and it was getting very uncomfortable. How could she not know that she was flashing her pussy at me? Then she said, "You never answered my question, Randy."

I stumbled a bit on my response, "Ah.....wha....what?....which question?"

"Do you ever do anything when you get horny?" Again she was looking right at me. My eyes moved from her face to her exposed pussy again.

"Well I.......I mean..........sometimes......well.......", this was really putting me on a spot.

"It's okay Randy, I do it all the time. You can tell me. Don't you ever play with yourself?" She really wanted an answer from me.

"I do sometimes......but I don't do it all the time.", I lied. My eyes must have gotten big or something while I stared at her pussy.

"What's wrong?" Paula asked. I snapped out of my gaze and tried to situate myself in the chair to help hide my throbbing cock. I put my hands in my lap to try to hide the evident bulge.

"You really have no idea do you?" I asked.

"Well I guess it's hard for a guy to admit to a girl that they play with themselves. Most girls would think that it is sick or something. I think that it's a big turn on!" She said this while she began to swing her knees apart and back together again in a steady movement. My eyes were instantly glued to her pussy again. "So how often do you do it?" she asked.

"ah.......oh.....well maybe once or twice." I managed to squeak out.

"You've only done it once or twice in all or is that a month, a week, or what?" Her knees continued to swing back and forth.

With a glazed look on my face I replied, "oh....a week I guess."

"Randy, what the heck is wrong with you?" she asked again.

"Gees Paula, you really have no idea?" I asked returning my look to her face.

"You're just staring at me with those weird looking eyes like you're not listening to me."

"Oh, I'm listening.......and I'm seeing as well!" I implied. She looked at me with a questionable look. "You've been showing me your bare ass since you brought your knees up and I can see everything!"

She quickly dropped her feet to the floor. "Oh my god!" she blurted. Her face turned bright red and she began to get up off the sofa.

"Don't worry about it Paula." I tried to ease her embarrassment. "It was an accident. I'm sorry. I should have told you when you first brought your legs up."

"Why didn't you?"

"Well I............I uh........." I stammered. She looked at me and gave a small grin.

"So did you like what you saw?" Paula asked.

"Couldn't you tell by the way I was staring at you?"

"Hmmmm maybe. Move your hands from your lap." Paula insisted.

"Ha ha, no way!" I said.

"Are you hard? Did you get hard looking at me?" She got up from the couch and walked over to me. "Come on, let me see!" I leaned forward in the chair in embarrassment to help conceal my boner. "Show me. Show me that you're hard." She persisted. "You got to see mine so it's only fair that you show me yours." Boy did that bring back memories.

I slowly leaned back into the chair and moved my hands away from my lap. My cock had never been as hard as it was just then. My shorts did nothing to hide the fact that I was hard. The head of my cock was straining to peek its head through the top of my shorts. I looked up at Paula and she was staring at the bulge in my shorts. "I bet you feel like playing with it right now don't you?" she softly asked.

All I could do is nod my head. She turned and began to walk away. She reached the kitchen and said, "Let's go downstairs. I wanna show you something."

I curiously got up from the chair and followed her downstairs. We entered the family room where the TV was and where they had another sofa and two beanbag chairs. Paula switched on some lights and went to the corner of the room and pulled out some blankets from behind the sofa and covered the sofa with the blankets. She turned around and faced me and asked, "Have you ever seen a girl totally naked before?"

"Well yeah I've seen them in the magazines and don't you remember that time when Kent and I got Julie to pull her pants down a long time ago?"

"No, that's not what I mean." She explained. "I'm talking about a real live girl right in front of you, totally naked."

"No." I replied. "Not totally naked. I've had their pants down of bras off, stuff like that."

"Have you ever seen a girl play with herself?" She asked.

"Not for real, just what I see in magazines."

"Well I have......... but I have never seen a guy play with himself." Paula pointed out. "Not even Jeff and I really would like to. He won't do it for me and I know he does it but he always tells me that he doesn't." she said with a little disappointment. "See what I mean about guys not telling us girls things?" Paula sat down on the sofa and looked right at me with a determined look. "I would love to watch a guy play with himself

"You've seen a girl play with herself?" I asked quickly. I had to change the subject again. I felt that Paula was in total control of everything that was about to happen. "Who did you see, your sister?"

"No, not Tammy. Julie." She replied. "In fact, I taught her." I looked at her in disbelief and sat in one of the beanbag chairs. "After I told Julie that Jeff and I had gone all the way, Julie kept asking me questions about it. Like what did he do? What did I do? Did it hurt? How if felt. Things like that. I told her that it felt really wonderful when he put it inside of me. It felt better than when I do it myself. She had no idea what I was talking about. Finally I just asked her if she ever played with herself down there and made herself feel all tingly inside. She said that she had never done that before and wanted to know what I meant by feeling tingly inside. I told her what she can do to make herself feel that way. She said that she would try it that night in bed after her bath. The next day she came over and told me that nothing ever happened. I told her to just keep trying. So about a couple of months ago she was over here and she started asking questions again and telling me that there must be something wrong with her because she couldn't make herself feel good. I guess I got tired of her bugging me about it. I didn't know what else to do so I just told her to take her clothes off and get on the bed so I could show her what to do." Paula hesitated then looked at me and said, "Do you want to know what happened next?"

I was really getting into her story. I sat there in the beanbag chair with the biggest hard on I ever had. I didn't even bother to hide it this time. My shorts were bulging and I was aching. "Yeah, go ahead." I eagerly replied.

"If I tell you this story, you have to promise not to tell anyone!" Paula said.

"I promise." I assured with a nod.

"And............you have to do something for me too." She said sheepishly.

"Ah..........and what do I have to do?" I cautiously asked.

"I want you to show me how you play with yourself." She replied.

"No way!" I protested.

"Oh come on Randy. I know you want to do it." Paula was looking at the bulge in front of my shorts. "I really would love to watch you jerk off right now."

"I........I dunno......."

"Okay, I'll make a deal with you." She said. "I'll tell you the rest of the story and show you how I taught Julie how to play with herself. Then you show me how you do it. But we don't touch each other at all. We just watch each other."

I couldn't believe what she wanted to do. I was so excited I could hardly even talk. "I.....I'll do it as long as you promise not to tell anyone."

"I promise." Paula agreed. Then she asked, "There's one more thing you have to do though before I start."

"And what's that?"

"You have to take off your clothes while I tell you this." She explained. "I've seen how hard you are now I want to see your cock. After all, you've just seen me!"

I guess that she had a good argument and the hard beating in my heart told me that something exciting was going to happen. I've admitted to myself that I have lost any hope of gaining any control of what was to happen next. So I stood up and took off my T-shirt and pulled my shorts and under shorts down to my ankles and stepped out of them. Paula stood there and stared at my throbbing organ and said, "My, my, my."

"What?" I asked a little bit alarmed.

"Your cock is longer than Jeff's and the head is much fatter too."

"Is that bad?" I asked.

"God no! It looks wonderful!"

I sat back down on the beanbag chair and removed my shoes and socks. Then Paula said, "No, I want you to sit on that end of the couch and I'll sit on this end."

I got up and we walked over to the couch. Paula sat on one end and I sat down on the end opposite of her. "Now face me." Paula instructed.

I turned on the couch and sat kind of Indian style facing her. My cock was throbbing and sticking straight up. I wanted to jerk off so bad right then. Paula just stared at my throbbing cock. She changed her position so that she was sitting Indian style and facing me on the opposite end of the couch. She pulled her T-shirt off and revealed the rest of her tanned body to me. God, she had nice tits. But what shocked me the most was the fact that her dark tan showed no lines at all! She caught me staring at her body and said, "That's the nice think about having your own swimming pool! No tan lines." Then she began to continue with her story.

"Well................at first Julie thought I was crazy for asking her to strip and get on the bed. But then I told her that I wanted to see how she was doing it. So she took off her clothes and sat on the bed. Then she took her hand and just started rubbing herself. Not where you should, just all over. She had no idea what she was doing. So I told her to stop what she was doing so I could show her how I did it. I took off my clothes and climbed on the bed and lay down. I told Julie to turn so that she could see what I was doing."

"You mean that both of you were on your bed naked?" I interrupted.

"Yeah, at the time this was the only way I could think of to help show her. I was thinking of reaching out to show her but then I felt that it wasn't right." Paula replied. "I just laid there on my back in front of her and began showing her how I played with myself." Paula looked down at my hard cock again and lay back against the arm of the sofa while she moved one foot to the floor. She straightened out her other leg so that her foot was under my leg. I didn't know what to do but look at her totally exposed pussy. My cock was throbbing to the hard beating of my heart. It was so hard that it hurt.

"I began to tell her that she had to take her time." Paula continued. Then she moved her hands to the insides of her thighs and slowly ran them up to her pussy. Her breathing was getting quicker and shallower. "I started out by telling her that what she needed to do was rub the outside lightly at first and slowly work inward. I showed her that she needed to spread her pussy lips apart so that she could rub the little knob on top. I told her that if she were to rub it lightly that she would start to feel flutters in her tummy." Paula's fingers spread her pussy apart while telling me this and she ran her finger up and down along her clit. Her pussy was very, very wet. I've never seen a wet pussy before. Not even in a girly magazine.

"I showed her that she should lick her finger first to get it wet before she really got to rubbing it. But I said that if she was already feeling excited that she would probably be wet already and that she just had to spread the wetness all around to get her finger nice and wet." Paula gave me a demonstration while her finger got all wet from her own juices. I could hear wet smacking noises while her finger moved all around her pussy. My own hand moved down to my cock and I wrapped my hand around the aching shaft. But before I could start stroking Paula said, "No, I want you to watch me first."

I slowly removed my hand and then a big drop of clear liquid formed on the head of my cock and slowly ran down the head.

"Then I showed her that once she got her finger nice and wet how she would be able to rub her clit. I also showed her that she could slide her finger inside of herself making it feel like a little cock going in and out." Paula was doing exactly what she saying. Her finger rubbed her hard wet clit and then it disappeared deep into her pussy. Her hips began to move around. Her nipples were very hard as was my poor aching cock. I wanted to touch myself so bad. I looked down at my cock and noticed that it was leaking clear liquid all over the head. My own breathing was quick and shallow just from watching her. My cock began to tingle and I had to fight to keep from jerkin off.

"Julie then laid on the bed across from me............mmmm........and began to do what I was doing..........ohhhhhhhh.............I watched her as she began to finger herself." Paula's head was back and her eyes were closed. She had put two fingers into her pussy and moved her other hand to rub her clit. Then she began to move her fingers in and out of her pussy. They were so wet. She stopped talking and just laid there and played with herself. She moved her foot that was under my leg to the top of the couch. Now she was spread wide for me to watch. She began moaning and breathing heavily. She thrust her fingers deep inside while her other hand worked frantically on her clit. Suddenly she quit breathing and removed her wet fingers from her pussy. She grabbed her right nipple with her wet fingers and began pinching herself. She let out a loud moan and came very hard. I watched in amazement as I saw her pussy muscles work deep inside making her hole clinch down over and over again. She began bucking against the couch while her orgasm swept over her. Her chest flushed red.

When she was finished and had caught her breath she raised her head and looked at my aching cock. She moved her hand from her clit. Her pussy was so wet that she had made a wet spot on the blanket underneath. It was then that I realized that I could smell her. It was the most intoxicating scent that I'll ever remember.

"Okay, It's your turn!" Paula informed me.

"Well ah.........so did Julie ever figure it out?" I said stalling.

"Did she ever! I think she's been doing it every night since I showed her. But she still asks about what it feels like when Jeff fucks me."

"I wonder what it would be like to fuck too." I replied.

"Oh you'll find out some day. You just need to find the right girl. So........it's time for you to show me, Randy."

I was overcome with the feeling of uneasiness. I was afraid that she would laugh at me or something once I got started. But at the same time I needed to cum so bad that it hurt. I kept stalling her. "So were you guys naked on your bed earlier when I was outside shooting baskets?" I asked.

Paula hesitated then said, "Yeah........ we were."

"So what were you doing, showing her how to play with herself again?" I eagerly asked.

"No.......we were......umm......I was........ah.......I don't think I should tell you. Besides, it's your turn to play!"

There was no way out of this, I could tell. I sat there thinking.

"Well go ahead! I did it for you. Now it's your turn." Paula insisted.

"Promise me you won't laugh at me." I ordered.

"Why would I laugh at you. I've never seen a boy jerk off before. I want to watch you do it." Paula said.

"I know you do it's just that---"

"Look," Paula interrupted, "How did you feel while you were watching me? Hmmm?"

"Well....I felt really excited and very......hot." I answered.

"That's exactly how I feel now. I really want to watch you. I won't laugh, I promise." Paula assured me.

"Will you tell me what you two were doing while I jerk off?"

"Well.......only if you don't let Julie know that I told you." Paula asked.

I reached down and took hold of my throbbing cock and began to rub the wet leaking goo all over the head. Paula watched every move I made. I slowly began to stroke myself for her. "Why don't you just lean back and pretend that I'm not here." Paula suggested.

I did as she asked and leaned against the arm of the couch. Paula did also. Her legs were still wide open for me and I looked at her pussy while I jerked off. I moved my foot to the floor to spread my legs too. After a short while the clear goo began to get a little sticky on my cock and it was difficult to stroke myself. I felt myself getting a little soft.

"What's the matter?" Paula asked.

"I need some lotion or something." I pointed out.

"Oh, hold on." Paula got up and reached behind the couch and brought out a jar of Vaseline. "I use this on Jeff when it's that time of the month." She said with a smile. She opened the jar and used her fingers to pull out a big gob of Vaseline. Paula leaned over and without asking, coated my cock with it. I almost came right there feeling her touching my cock.

"Oh god! I'm so sorry!" Paula blurted as she quickly moved her hand away from my cock. "I always do that for Jeff. I........I'm sorry."

"Hey don't worry, it's okay. Really."

"But I said that we would not touch each other." Paula pointed out.

"Did you hear me complain?" I asked.

"No........You don't mind?" she asked. "Can I touch it again?"

"Go ahead!" I eagerly agreed.

Paula reached out with her hand again and wrapped her fist around the head of my cock. "You are much fatter than Jeff's cock." She slowly began to move her hand up and down the hard shaft, making it all slippery. My hips began to move a little bit and I felt my balls tighten up. I would cum if she kept this up. Paula must have sensed this and removed her hand. "I think I better stop and let you do it or I won't get to watch you." Paula leaned back and sat back down across from me.

This was way better than the lotion I used at home. I wrapped one hand around my shaft and my other hand was caressing my balls. "So what were you girls doing in your room today?" I asked.

"Mmmmm.......that is so cool!" She said while watching my hands, "For about a month now, Julie will sometimes come over and if we have the house to ourselves, we'll go into my room and play with each other."

I could have cum right there after hearing that. I had to slow down my strokes or Paula would have gotten a very short show. "I've seen girls in a magazine where there are two of them together........mmm........ but it doesn't show what they do." I explained.

"Usually we'll just get naked and get on my bed and then I will play with her and she will play with me at the same time."

I was really starting to feel good now and my stroking was beginning to get faster. My hips were getting into the rhythm now too. The Vaseline was almost too much for me to handle. My cock and balls were so slippery with the stuff that it was glistening.

"When Julie and I first heard you outside, we were on the bed rubbing our pussies together. Julie shuddered twice against me. But I was worried that you would somehow hear us through the window so Julie said that she had to go home. I didn't get to finish myself." Paula slid closer to me while she watched my hand slide up and down my cock. She moved her hand down to her pussy and began to finger herself again. The head of my cock was really hard and it felt like it was going to split in half. "Are you really close to shooting your stuff?" Paula anxiously asked.

"I'm........very close...........to shooting my stuff." I grunted out. I leaned back against the couch and shut my eyes. I brought my legs up and put my feet together and then spread my legs wide apart. I was thrusting my hips up to fuck my fist. I heard Paula begin to moan again and I looked up and saw that she got closer to me.

"How soon are you going to shoot?"

"Oh god.......any second....ohhhhhhhhhh." I threw my head back when I began to feel the warmth build deep in my groin. I stopped thrusting my hips and just slid my fingers over and over the head of my cock. Just then I felt another hand on my balls. I looked up and saw that Paula was feeling my balls. She pressed her fingers against the skin between my balls and ass. I felt my explosion building and building. Then I felt Paula's finger on my asshole. "Hey, What are you doing?"

"I bet you that I can make you shoot right now!" Right after she said that she took her slick finger and thrust it up my ass and began to wiggle it around. I suddenly felt a very hot sensation all around my groin and ass and my cock began to drip clear liquid. It ran down over my cock head and onto my hand. A second or two later I felt my muscles contract very hard and fast. My first shot went about 3 feet in the air and the rest of them did not go as high but they were really thick with white stuff. I must have felt about 12 contractions that spewed thick cream all over my hand and Paula's hand and my stomach. I was covered with it. When I finished shooting, Paula pulled her finger out of my ass. I looked up at her and she had a big smile on her face.

"Oh my god! That was so cool!" she said. Jeff has never had that much stuff. You're covered in it and so is my hand and it's so hot." I looked down and I was a big mess. Paula got up and got us a towel. She helped me get all cleaned off and paid special attention to my spent cock. It was still hard but not as hard as it was earlier. When she finished she laid back down on the other end of the couch and sat with her legs apart. She looked so erotic laying like that all naked and spread out. I felt my cock begin to tighten up again. I couldn't help but stare at her pussy. It was still wet and swollen. Paula was staring at my cock.

"Thanks, I really enjoyed that." Paula admitted.

"Hey, I enjoyed it too!"

"I can't believe that you haven't done it with a girl yet." Paula said while her fingers were gently grazing across her hard nipples. "You have such a beautiful and big cock."

I felt myself blushing and said, "I just don't want to get a girl pregnant. My sister went through that and there is no way that I will fuck up like she did."

"Well if you ever find another girlfriend while you're in college, just make sure she's on the pill." Paula explained, "There is no way a girl could possibly pass down that nice cock of yours."

I had the most exciting thought just then but figured that it was way out of line. I was thinking of how it would feel fucking Paula right then. Both of us are on a couch naked. She's all spread out in front of me with her wet pussy aching to get fucked. I must be crazy or just have a hell of a lot of self control.

"Well you seem to have no problem passing it down." I said jokingly.

"Hmmm. Don't think that I haven't thought of straddling you right now and dropping my self on your cock!" Paula admitted. "If I wasn't seeing Jeff, I'd be on you in a flash. Why do you think I'm so wet right now? I like to masturbate when I can't have Jeff but if the real thing is here then I'd rather use it."

I was excited by that comment. I was also fighting my self from crawling over and sliding my cock up her thighs. "I don't think you'd have any problem with me if you want to use this." I said looking down at my now throbbing cock.

"Well..............I am on the pill too." Paula revealed as she looked up at me.

"Lucky for Jeff, huh?"

"Yes it has been." Paula hesitated and then said, "Could be lucky for anyone I guess."

"Yes it could." I agreed. My heart was starting to flutter again and my breathing was really shallow. I wanted so bad to feel my cock inside of Paula but I knew that it wasn't my choice. I was hoping she would be the one to make the first move.

"So how close have you come to fucking a girl?" Paula asked while sitting back up.

"Oh..........I once had a girl under me and she just had her panties and sweater on. I was totally naked and she wanted me to rub her with my cock through her panties."

"And did you cum?"

"Yea I made her panties a mess." I chucked.

"Did you cum as hard as you did today?"

"No. I don't think I have ever shot that much as I did today."

"I have never seen that much cum shoot from a cock! What else have you done?"

"Well I have gone down on a girl a couple of times." I admitted.

"Oh really?" Paula asked excitedly. "Did she like it?"

"You could say she did. She came every time I did it."

"Do you like doing it?" Paula asked while she slowly moved closer to me.

I watched her as she moved. "I love it! It's exciting to get a girl off that way."

"Jeff has never done that to me. Neither has Julie. I have always wondered what it would feel like to have someone lick me down there. Has any girl sucked you off?"

"Once a girl tried to but she kept scrapping me with her teeth so I asked her to stop."

Paula reached out and took a hold of my cock. "I love sucking cock. I wonder if I like sucking cock as much as you like eating pussy." She began sliding her hand up and down the hard shaft. I didn't know if I should follow her lead or what. But since she did make the first move, I slid my hand between her legs until my fingers grazed her soft, short mound. She instantly moved her hips forward making my fingers slide into her wet slit. She was so wet a hot down there. I don't think I have ever felt a pussy this wet. "Oh god." Paula whispered. Then all of a sudden she grabbed me by the back of the neck and pulled me with her as she fell backward on the couch. She was able to maneuver herself so that her legs were still spread wide and that I was laying between them. Our hips were facing each other and my cock was laying on top of her wet pussy lips. I could feel the warmth radiating from her sex.

Paula looked into my eyes and asked, "So do you want to have your first fuck with me?"

While I was looking for a way to answer her she began to move her hips up and down causing my cock to slide up and down her moist lips. "I.........ah........oh mmmmmmmm" Was all I could manage to say.

"Go ahead and slide yourself inside, Randy" Paula whispered back. I raised my hips off of hers and looked down between our teen bodies and saw my aching cock hovering over her wet opening. Paula reached down and spread her pussy lips apart with her fingers. When she did this a big drop of wetness oozed from her hole and dripped between her ass cheeks. "Mmmm, please put it in!" she begged. I put my hand around my cock and aimed the head to her opening. Just then we heard someone come into the house from upstairs. We both just froze and looked at each other. Then we heard footsteps move quickly above us on the floor walking across the house. "It must be Julie." Paula guessed.

"Oh shit!" I said as I quickly started to get up from off of Paula. "I thought you said that she had to go somewhere for a wedding."

"That's what she told me." Paula replied. "Hey sit down! I'm not through with you yet. I'll go upstairs and find out what she wants and send her home."

Then we heard the footsteps go back and then we heard Julie yell, "Hey Paula, are you downstairs?"

"Yeah, hold on we'll be right up I'm sorting some laundry." Paula shouted back.

"Who's down there with ya?" Julie asked as she stood at the top of the stairs.

"Ah......hmmm......it's Randy. Don't come down I'm on my way up." Paula quickly put on her T-shirt. "Stay right here and don't go anywhere. I'll see what I can do to get rid of her."

I sat there on the couch and watched her run up the stairs as I debated on getting dressed or not. My dick was still hard as hell. I have never come so close to fucking a girl. All I could do was hope that she could get rid of Julie so that we could continue on. In the mean time I sat and waited while straining to hear the conversation that was taking place. Unfortunately I couldn't hear a thing.

"Hey, I thought you were going to go and get fitted for a dress?" Paula asked Julie as she reached the kitchen from the steps.

"Mom told me that she made a mistake on the date and told me that it wasn't until tomorrow. So I thought I should come back and return a favor that you did me. I felt really bad leaving you like that." Julie replied with a big grin on her face. So what's going on? Where's Randy?" Julie asked while looking down the steps.

"Oh ah........well he's.......he's looking at some things."

"Looking at things? What kind of things? Is he going to be here for a while?"

"Well yeah..........he might be here for a while." Paula replied after looking down the steps.

Then Julie looked up and down Paula and said, "Paula you're still wearing just a T-shirt. Why didn't you get dressed when he came over?"

"I didn't think he would notice and I forgot that I was just in a T-shirt."

Again Julie looked at Paula. Almost as if she was studying her reactions. "I may be wrong," Julie started, "but you seem like you are still worked up. I know how you get when you are worked up."

"What are you talking about?" Paula avoided the confrontation.

"You know what I mean! Look at you. You're standing there all flushed and breathing a little heavy and your nipples are begging for attention." Julie stepped closer to Paula and suddenly raised her T-shirt and placed her hand on her mound. "You are soaking wet, girl! What have you been doing down stairs?"

Paula felt her face flush more as she realized that she had been caught. Paula backed away from Julie and looked at the stairs. Then she looked back at Julie who was standing there waiting for her reply. "Okay, okay!" Paula blurted as she held up her hand. "I'll tell you. After you left I was still horny so I figured I'd invite Randy in for a Pepsi to help get my mind off of it. Besides, I couldn't take care of myself while he was outside shooting baskets. We were talking in the living room. I was on the couch and Randy sat across from me on the chair. I had totally forgot that I wasn't wearing any panties. He was getting a clear view of my pussy and it was still wet from when we were playing........well we were talking and I happened to see that he was getting hard looking at me."

"He saw you naked?" Julie asked.

"Seeing him all hard just made me more horny so I wanted to see if I could get Randy to do something for me." Paula explained.

"Did you..........oh god........did you guys do it?" Julie asked shockingly.

"No, no..........we didn't do it."

"So what were you having Randy do for you?" Julie almost seemed a bit upset.

"I wanted to see..........if I could get him to jerk off for me."

"So.........did he do it or did I walk in on you guys?"

"He already did it." Paula revealed.

"Oh my god! Are you kidding me? I can't believe this." Julie said softly. "So you guys are done?"

"Well we were done with doing that yeah but...........we were..........I was going........" Paula stopped.

"What, what were you going to do?" Julie eagerly asked.

"We were going to do it!"

"Oh my god! Were you really?" Julie asked Paula with wide eyes.

"We were just getting started when you came into the house. But that's okay. Maybe we shouldn't do it."

Julie walked up to Paula again said, "I guess I'm sorry for interrupting you. But that still leaves you very worked up."

"Yeah you could say that I'm worked up. You felt it too. But I'm not the only one that's worked up either." Paula added as she glanced at the stairs. "Hey, how would you like to see your first real hard cock?"

"What?" Julie blurted.

"If I play this right you might be able to see your first cock. Wanna try it?"

"Well......yeah!" Julie eagerly agreed. "Do you think that Randy will show me his?"

"Oh I think he will. Besides, he saw you when you were younger right? So it's only fair."

"How are you going to do it?"

"Run home and get into your string bikini and then wait for about 10 minutes and then come on over and meet me in the pool!"

I heard someone coming down the steps but I wasn't sure who it was until Paula called my name. I was still sitting on the couch naked but my cock had relaxed to normal.

"Sorry it took so long." Paula said. "Julie felt really bad about leaving me so worked up and was hoping to help me out but I told her that I was okay and that you needed to talk to me about girl problems. So she went home." Paula looked down at my cock and said, "Looks like you were bored while I was gone."

I chuckled and said, "Yeah, I wasn't to sure if I should go ahead and get dressed or not. I was afraid that she might come down or something."

"Would that be so bad?" Paula asked with an evil grin. "It seems to me that you like being looked at."

"Yeah right."

"Well I feel like taking in some sun right now." Paula noted. I suddenly felt like a balloon being deflated. I was hoping that we would continue are fun. Paula sensed my disappointment and knelt down between my legs just inches from my cock and looked up at me. "You can join me if you want. You saw me and you can tell how I lay out in the sun." Then she leaned over and gently kissed the head of my cock, got up and headed for the stairs. I got dressed and followed her.

Paula went to her room and came back out dressed in a hot pink string bikini that was outlined in bright yellow. It looked really bright against her darkened skin. I felt like jumping on her right there but I controlled myself again and followed Paula out to the pool.

The pool was the above the ground kind. It was round and about twenty feet across and four feet deep. They had built wood decking all around the pool that allowed six feet between the pool and the surrounding fence. The fence was five feet high and it was the privacy kind. The kind of fence where you have to walk up and peek through the cracks to see anything. Near the house side of the pool was the larger deck area where there were a table and chairs. Around the pool were four other recliners. Paula walked to the northern side of the pool where the sun was beating in with no shadows. She set up a couple of recliners side by side and pulled a small table next to them that contained a radio, towels, magazines, lotion, and oil then she sat down on one of the recliners. Paula patted her hand on the other recliner and said, "Come on and join me."

I straddled the recliner and stripped off my shirt and sat down as she adjusted the back of her recliner. She grabbed a couple of towels, gave me one and laid the other over her recliner. I followed suit. I just sat there and stared at her bronze, tanned body in the sun. Her tits were so firm and her nipples were very hard. I could feel my cock begin to stir in my shorts again. Paula looked up at me and asked, "What?"

"You do this a lot don't you?"

"What, laying out? Every chance I get." Paula pointed out.

"Don't you ever get caught when you do it in the nude?"

"Not yet anyway. I know when my folks get home. You can't see anything through the fence. Tammy does it too and every once in a while Julie will come over and join me too."

"Yeah I bet she joins you." I said teasingly.

"Well that's usually afterwards." Paula replied with a grin.

I adjusted my recliner and took my shirt off and laid back and felt the warm sun hit my body. Just then we heard Julie calling from the other side of the fence. I shot a surprising look at Paula and she just gave me a shrug.

"We're back here in the pool Julie." Paula yelled back. "Lock the door to the house when you come back here. Paula glanced back at me and smiled. I suddenly had another feeling that Paula was in control of things to come again.

Julie walked in wearing a white semi-transparent wrap. You could see that she wore a white string bikini underneath.

"Hey, guys! How are the rays?" she asked as she dragged a recliner to the other side of me.

"Getting pretty hot." Paula replied.

"Hi Randy." Julie said to me as she through a towel on her recliner.

"Hiya Julie. Nice suit!"

"Thanks." She said as she shucked off the wrap showing her supple little body and her big tits to us. "Where's yours?"

"I didn't plan on doing any swimming."

"Well you can't tan without getting wet to cool you off." Julie informed me.

"Well I don't tan a whole lot either."

Julie looked me up and down and said, "You don't look like a ghost either." Paula chuckled at that remark.

We all laid there and chatted while soaking up the sun for about twenty minutes. I was beginning to sweat from the heat. The water was looking very inviting for a quick dive. Paula must have read my mind because she got up from her recliner and dove into the pool. Julie followed her in and they both swam to the opposite side of the pool from me. They began whispering back and forth and I could not hear what they were saying.

"So what are you going to do to get Randy naked?" Julie asked Paula.

"I don't know yet. We could start by getting him into the pool."

"Do you think he will? He doesn't have a suit on."

"So what. He's a guy. What do they care. Gees, they piss on trees for crying out loud." Julie laughed out loud and I was getting a little uncomfortable watching those two whispering to each other. I wished I could hear what they were saying.

"I'll warn you now that we might be taking our tops off in order to get him to strip." Paula pointed out.

"Oh........ah........well okay I guess. Like you said, he has seen me before."

"True, but you have grown a bit since then." Paula said while looking down at Julie's chest. "Okay, let's see if we can get him in here. Come on in Randy the water feels great."

"I don't have a suit." I said.

"Don't worry about it. You'll dry off fast in the sun. It'll feel good, come on in."

I couldn't argue with that and I was hotter than hell anyway so I jumped into the pool. I swam over to the girls who were standing with their backs to the pool.

"That feels much better." I said as I wiped the water from my face.

"Yeah it gets pretty hot just laying out in the sun like that." Paula said. "It doesn't bother me so much any more though since I got darker. You might want to put some lotion on you might burn a little."

"Yeah I might do that when I get back out."

"We're glad you jumped in." said Julie.

"I think it was a good thing I did. God it's hot!"

"So, you've been talking to Paula huh?" Julie asked.

"I..........ah..........well" I stumbled. I didn't think that Paula would tell her what we talked about. "Yeah we did............but I promise that I won't tell anyone about you guys."

Julie gave me a very questioning look and then she suddenly snapped a glare at Paula. Paula gave a sudden gasp. Oh shit, it was then that I forgot that Paula told Julie that the reason I was talking to her was about girl problems. The cat was out of the bag all I could do was to see whose fur was going to fly first.

"Paula! Did you tell him about us?" Julie shrieked.

Paula glared at me and tried to put out the fire. "No, he had it figured out a long time ago." She lied.

"Oh you did huh?" Julie asked. "How did you find out about it?"

Being quick on the draw I said, "I heard you girls twice outside of Paula's window."

The only thing Julie could come up with for a response was, "Well I know that Paula got to watch you jerk off today."

Now it was my turn to shoot a glare in Paula's face.

"Wait, wait, wait!" Paula demanded. "Look you guys. I'm going to lay this all out in the open for everyone right now. So before everyone gets mad and dashes off, listen to me." She paused as she looked at us. "First off, I'm still very worked up. I know that Randy is still worked up. I know that you want to help me." She said as she looked at Julie. "I know that you want your first fuck." She said looking at me. "I know that I want to give it to you. I also know that Julie wants to see her first hard cock. Now there. That's everything so far. Tell me if I'm wrong."

Julie and I just stood there in the water stunned. I had nothing to say and it appeared that Julie didn't either. Paula got closer to us and reached behind her and untied her top and threw it on the deck. She put her hands around us both and said, "I don't know about you guys but I much rather have fun than argue."

Julie and I looked at each other and I gave a nod. "Sounds good to me."

"Okay, you're right. I'm sorry." Julie said.

"So where do we start?" I asked.

"I don't know let's just take things slow and see what develops. I kind of like a little spontaneity." Paula replied as she started to back float letting her naked tits rise from the water. I ogled over her tits as she floated. We swam around for a while just trying to let things flow. Soon we found ourselves playing a little pool tag. Paula started out by sneaking up behind Julie and quickly untying her bikini top and reaching around the front and ripping it top off and yelling, "Your it!" Julie's huge tits were in full view now and I enjoyed every bit of it. Unlike Paula though, she did have tan lines but you can tell that she also tanned in the nude as well. While Julie swam hard to retrieve her top, Paula tossed it next to the table on the deck and swam over toward me and hid behind me as Julie came after her. Paula hugged me tight while she tried to take me under the water with her. I felt her naked tits against my back. She held me tight under the water and I could see Julie swimming toward me with her tits swaying against the water. Julie tagged me just as Paula let go and swam away. When Julie and I came up for air we saw Paula getting out of the pool.

"Hey, where are you going?" I asked.

"I'm cooled off and I want some more sun." Paula answered as she walked toward her recliner. Her long blonde hair was dripping wet and hanging tight against her back. She turned around and faced us as she reached around her head to gather up her hair to wring out the water. I couldn't get enough of looking at that bronze body of hers. Her tits in the open for all to see. I felt my cock begin to get hard. She threw her hair around her back again and then she reached down and pulled on the ties on both sides of her bikini bottoms and gave them a tug. In one swift move she peeled them off of her hips revealing her sparse, light colored mound. Paula saw that we were watching her every move and said, "What's the matter? Don't you like the show?"

"Oh I don't mind at all." I eagerly said. Julie gave a little chuckle.

"I didn't think so. So are you going to stay in the pool or are you coming out?"

"Hmmmm, I dunno, I kinda like the view from here so far."

"Thanks but there's a good view for you in the pool too." Paula pointed out.

I looked at Julie and she blushed a little as my eyes went down to look at her bare tits. Suddenly Julie gave me a big splash in the face and said, "Hey, that's not fair. Paula and I haven't seen anything of you yet!"

"Yeah Randy, I think it's time we get to see something." Paula said from the deck. "Take his shorts off Julie. It's time for us to get a peek."

Just as Paula said that I gave a splash at Julie and quickly turned to swim away from her. I was totally caught off guard as I suddenly felt two hands grab my shorts by the leg openings and give a hard pull. I was too slow to swim away from Julie. The more I kicked to get away from her the more my shorts pulled off of my hips. Soon enough my shorts were off and I was left in my underwear. Julie tossed my shorts up to Paula and then dove toward me again. I could here Paula cheering her on as she got closer to me. I turned around to fight her off but she was on me like a shark. I kicked my legs away from her and got a good hold of both of her arms. Julie began to scream a little as she noticed that she was starting to loose the battle. I picked her up from under her arms, my face inches from her big tits, and threw her backwards away from me. As I let go of her arms my hands went to her bikini bottoms. I got one side untied as she kicked away from me. As she kept swimming away, her bottoms slowly slid down her other leg. I went after her and got a hold of her foot. Her bottoms were at her knees so I gave a good tug and they came away and left her naked. I turned and threw the bikini bottoms up on the deck at Paula. All of a sudden I felt Julie's arms wrap around my waist from behind me. She quickly wrapped her legs around mine so I had no chance in hell to swim away. She was completely under the water so there was no way I could get a good hold of her unless I went for her hair. I didn't want to do that so I tried to twist away. Her legs were so strong I couldn't move. I felt one of her hands going for the front waist of my underwear. She tugged as hard as she could. Her hand lost the grip and she quickly went after it again only she grabbed lower this time and her hand grabbed my growing cock. I felt her fingers wrap around my shaft and then she suddenly let go and came up for air.

"Oh my god! I......I didn't mean to do that......I'm so sorry......really!" Julie apologized to me as she gasped for air.

"What happened?" Paula asked us.

"I accidentally touched his........I grabbed his....." Julie began to explain as she moved around me.

"You touched his cock? So what's the problem?" Paula interrupted. "I doubt that he cared. Hurry and get his underwear off of him."

Julie turned and faced me. My cock was rock hard now and I decided that I would not put up a fight anymore. Julie figured out that I wasn't going to swim away so she walked up to me until she was standing right in front of me. She slowly reached out with both hands and hooked her thumbs under my underwear on each side. As she took a deep breath she went under water and pulled my underwear down with her. When my underwear reached my knees I helped by stepping out of them for her. The cool water around my aching cock made me that much more harder. Julie came back up and tossed my underwear at Paula.

"Alright! Good job!" Paula praised.

Julie looked back at me. Her face was flushed and her breathing was a bit shallow but she was still winded from the struggle. She looked down at the water to see my cock. I noticed that her nipples were very hard as I watched her breath. I slowly reached out to cover her right nipple with the palm of my hand. She let out a little gasp as it rested on her. Julie took her hand and reached for my hard shaft. I felt the warmth from her fingers as she wrapped them around my aching cock. My cock gave a little twitch in her hand and she felt it and released a little gasp from her lips. She took her other hand and cradled my balls in the palm of it.

"Hey, just what do you two think you're doing?" Paula demanded from the deck. She had set down on her recliner with her legs straddling each side. Her pussy was in full view.

Neither one of us said a word to answer Paula. I cupped Julie's other breast with my other hand. Julie began to fondle my balls and squeeze my shaft. Julie looked up at me and whispered, "Oh god.........it's so hard...........it's so big!"

I don't know if it was the way she said that to me or the fact that she was touching her first cock, but I felt like I could have cum right then and there. I moved my hands down in the water and put them on her hips and slowly moved my right hand to the front of her groin. I discovered that she had no pubic hair. I couldn't tell earlier from being in the water but I did feel a little bit of stubble as my fingers rested there. She didn't object so I moved my fingers down to between her legs. She closed her eyes as my fingers traced backward over her swollen lips of her pussy. Julie suddenly spread her legs a little. When my finger tips were past her opening I moved them forward slowly and placed my fingers so that my middle finger slid over her opening, parting her lips while my other fingers were outside of her lips. I kept moving forward until I felt her large clit under my middle finger tip. Julie gave a little shuttered as I touched it. "oh god!" she whispered to me.

"I think it's time for you two to come out of the water and get some sun." Paula demanded.

Julie suddenly released my cock and swam over to the ladder of the pool. I stood there to get my bearings again before I headed for the ladder.

Julie climbed the ladder to get out of the pool. I watched her naked ass and saw her pussy lips as she stepped out of the pool. Paula caught me watching and just gave me a smile. Julie walked over to her recliner picked up a towel and began to dry off. I climbed the ladder and headed toward my recliner with my cock showing me the way. Julie's eyes were glued to my cock.

"So what do you think?" Paula asked Julie.

"Huh......what?"

"So how was it? How did you like it?"

"Oh.....I.......it's.......I had no idea that it could get so hard." Julie said as she watched me sit down in my recliner.

"You ain't seen nothing yet!" Paula exclaimed with a grin.

"I can't even imagine having something that big go inside of me."

"Oh you'd love it. Trust me. After your first time it just gets better."

When Julie finished drying off she laid down on the recliner on her back. It was my turn to stare at her. Her skin looked so soft in the glaring sunlight. Her tits were firm even laying on her back. My eyes traveled past her tits to her flat tummy and then downward to her hairless crotch. Her knees were bent a little and her legs were slightly parted. Paula leaned over to the table and grabbed the bottle of sunning oil. "I better put some of this on you or you may get a nasty burn." Paula suggested to Julie as she folded a towel and placed it on the deck so that she could kneel beside her.

Paula opened the bottle and squeezed a line of oil onto Julie's skin that started just below her neck, between her tits and down to her belly button. Julie squirmed as she felt the oil land on her skin. Her nipples responded to the light touch. Paula set the bottle on the deck and brought her hands up and placed them on Julie's tummy and began rubbing in small circular motions. Instantly Julie's skin began to glisten as Paula spread the oil all around. Soon her hands moved up to Julie's tits and she slowly rubbed her large globes and hard nipples until they were slick with the oil.

I remained seated on my recliner facing them as I watched on. My cock was still pointing to the sky.

Paula rubbed Julie's tits for quite a while until I saw that Julie's breathing started to become quick and shallow. Julie brought her hands up and placed them on Paula's while she rubbed her tits. Julie's eyes remained closed the entire time.

Paula reached down on the deck and retrieved the bottle of oil. She dribbled a line from Julie's waist down her right leg and then back up over her shaved mound and then back down the other leg. Julie moved her legs flat on the recliner but they were still slightly parted. Unfortunately from my point of view I could not see her exposed pussy.

Paula began rubbing Julie's lower legs and slowly worked her way up to her thighs. Her hands were slowly working their way between Julie's thighs as they inched higher and higher. Paula looked up at me and then down to my hard cock and smiled at me. "Oh, are you feeling left out?" she teasingly asked me.

Julie turned her head and opened her eyes to see what Paula was talking about. She looked at me and saw my hard throbbing cock and continued to stare at it.

"No, not at all" I managed to say. I was constraining myself from beating off right there.

"If you want, you can continue on her tits." Paula suggested.

Julie's eyes got wider as she looked into mine. I knelt on the deck beside Julie's recliner and reached out and grabbed her large tits. I squeezed them and started to lightly pull on her hard nipples. Julie responded with a small gasp. Her stare returned to my cock.

I looked up and watched as Paula's hands reached Julie's pussy. I was closer now and could see Julie's hard clit sticking out as Paula spread her pussy lips apart. Paula rubbed oil all over the outside of Julie's pussy. Julie's hips began to move and gyrate on her towel. I continued to play with her tits. Julie reached out and took hold of my throbbing cock. I looked down as she touched the big wet drop that was on the head. She smeared it around the head of my cock with her thumb. "Oh god." She whispered as she arched her back a little. I looked back up and saw that Paula had slid a finger inside Julie's pussy and her other hand was slowly rubbing her clit. Julie removed her hand from my cock and slid her hands under mine to rub her own tits. Paula began to finger fuck Julie with two fingers while the palm of her hand bumped into Julie's clit. Paula spread her own legs wider and used her left hand and began playing with her own pussy. I moved my left hand down to Julie's ass and began playing with area between her pussy and her ass hole. She was either very wet or there was a lot of oil down there. I felt Paula's fingers slid in and out of her opening. My other hand went for my cock and I began stroking it.

"Ahhh....yessss.........mmmmmmmm" Julie moaned as her hips raised off of the recliner.

"Do you like this?" Paula asked while her own fingers disappeared in herself.

"Oh......yeah.......don't stop......please............uhhhhh yeah........I'm gonna cum...oh yeah.....oh yeah!"

I was stunned at the site before me. I began to feel the muscles of Julie's pussy twitch against my fingers. Paula threw her head back as she succumbed to her self induced orgasm. Julie suddenly clasped her legs together while our fingers were still between her legs. She came all over our hands and we felt the powerful spasms being released from deep within her.

Paula finally collapsed on the deck with her legs spread wide. Her fingers were soaked and her pussy was very swollen. Julie had come down and was catching her breath.

"Oh wow!" Julie panted. "That was incredible!"

"Mmmmmm, I'm glad you liked it so much." Paula replied.

I just sat there with my hand wrapped around my cock looking at the both of them.

"Oh my!" Paula said as she noticed my condition. "I think it's Randy's turn. What do you think?" she asked Julie.

Julie looked over at me and watched me take my hand away from my cock. "Yeah, I'd like to see how a cock cums."

Paula got up off of the deck and walked over to me. "I think we should help him out though." Paula walked to the other side of my recliner and said, "I think he needs some oil on him before he burns. Get the bottle of oil and let's have a little fun!"

I was instructed to lay back in the recliner as Julie and Paula knelt beside me. My cock was hard and thick as it laid on my stomach. Julie's eyes were again glued to my cock. She watched as it pulsated with the beating of my heart. Paula took the bottle of oil and squirted a huge amount of oil on my cock and balls. It ran down the crack of my ass and soaked the towel underneath me. "Oops!" Paula burst in a mock of apology. She quickly took her other hand and grabbed my cock while she set the bottle on the deck. She began to slowly coat my shaft with the slick oil. She brought her other hand up and grabbed my balls. Her fingers slowly traveled down the length of my shaft as she gently squeezed. When she reached my balls she switched hands and traveled back up over the head with her fingers wrapped around me. Every time she would stroke she would switch hands. It felt incredible.

"Do you wanna help me get him off?" she softly asked Julie.

"What do I do?" Julie innocently asked her.

"Here, take your hand and wrap it around his cock like you did before. Only this time move it up and down slowly." Paula instructed.

Julie reached out and took hold of my cock and wrapped her small fingers around my shaft. She slid it up and down slowly like Paula told her. "Wow! That feels so hard............and soft at the same time." Julie commented.

Paula continued to play with my balls as she watched Julie stroke me. "You can slowly start to go faster and if you feel him twitch a little, slow down."

"Why?" Julie curiously asked.

"That means that he is about to cum and we want this to last just a little bit." Paula replied while looking at me.

Julie quickened her pace just a bit and I couldn't help but move my hips up and down to meet her strokes. My balls began to tighten up against me while Paula fondled them and I felt the warmth begin to boil deep in my groin. My cock began to ooze pre-cum and it dribbled into Julie's hand.

"Is he cumming?" she asked.

"No, not yet. But he is close so you should slow down a little."

Julie did as she was told and eased off. My breathing had quickened a lot and Julie looked up at me, smiled and said, "Do you like the way I do that?"

"Oh yeah.........if feels great!" I replied as she squeezed another drop of pre-cum from my cock.

"So how much stuff will come out of his cock?" she asked Paula.

"Mmmmm....well........he shot quite a bit downstairs. Maybe he'll do it again." Paula explained.

"I want to see it. I want to see him shoot it like he did downstairs." Julie excitedly requested. So she started to stroke me off again.

"Here, put your other hand on his balls and let me help too." Paula said as she put a hand on my shaft. Julie grabbed my balls and began to roll them around in her hand and Paula moved her hand down to my ass and made me spread my legs farther apart. Both of the girls were stroking me at the same time. Paula's hand was below Julie's and they made long strokes up and down my shaft. They were really getting into it and enjoying themselves. The head of my cock started to get bigger and I felt my muscles start to tighten in my groin. Paula felt this and began to rub her finger around my ass hole. My hips raising off of the recliner to meet their strokes. My cock began twitching and oozing more pre-cum.

"He's gonna cum!" Paula exclaimed.

"Oh yeah, I can feel it twitch and get harder." Julie explained.

Their hands quickened and I let out a moan as the first rope of cum shot out and flew in the air and landed on Julie's hand. Julie let out a little scream but kept stroking me. She squeezed my balls and I continued spurting cum in the air until it coated their hands and my cock.

"Oh my god! There's so much of it!" Julie squealed.

When my pulsating stopped so did my cum flow and the girls let go of my cock. Paula began to rub the goo all over my cock, balls, and stomach. Julie followed suit and did the same.

"That was so cool!" Julie shared.

I laid there spent while they rubbed my cum all over me. I was sweating so much being out in the sun so I sat up and said, "I need to cool off!" I got up and dove into the pool. The water felt great against my overheated body.

Paula and Julie were talking to each other in a low voice and again I couldn't hear what they were saying. I didn't really care. I was having the time of my life.

Paula and Julie both jumped into the pool. We swam around and cooled off again. Paula swam over to me and asked, "Do you remember what we were talking about when we were downstairs earlier?"

"Which part?" I chuckled.

"Well........that part when we shared how much you like to eat out a girl and how much I like to suck cock."

"Oh. Yeah I remember. Why?" I curiously asked.

"I would really like you to show me how you do it." Paula softly requested as she moved closer to me.

"Oh..........I can do that. Just say the word."

"I'm giving the word but I want to see how it's done first. I want you to do it to Julie so I can watch you."

"Do what to me?" Julie asked as she swam over to us. I was kind of shocked from the request but I had no trouble wanting to carry it through.

"Randy and I shared something earlier today and I want to watch him do something. It involves you and me." Paula explained to Julie.

"So what is it? What's he going to do?" Julie eagerly asked.

"I have never had anyone lick my pussy before and I want to know what it's like...." Paula starting saying as Julie's eyes got wider. ".....but I want to watch how it is done first."

"Oh wow! I'd like to watch too!" Julie replied eagerly.

"But I want Randy to lick you so that I can watch him."

"Oh god.......I dunno........I don't think-"

"Trust me Julie," Paula interrupted. "if he is as good as he brags he is, you'll love it!"

"Well.........okay what do you want me to do?"

Paula looked at me for answers. "You can start by sitting on the edge of the pool with your legs in the water." I explained to Julie. She pulled her naked young body out of the water and turned around and sat back down on the edge like I asked her to. I walked up to her legs which were about chest high to me. Paula stood beside me and watched. I told Julie to scoot closer to the edge of the pool so that her butt was just about off of the edge. She wiggled her ass and scooted closer to me while I held her legs by her ankles so she wouldn't fall back in the pool.

"Is this close enough? I'm about ready to fall in."

"That's fine, now just let me hold you up." I lifted her legs and spread them apart and placed her knees on my shoulders. She let out a gasp as I exposed her to my face which was inches from her sex. Her lips were very swollen and her clit had totally popped out from between her lips.

"oh god.........I don't know if I can do this!" Julie gasped.

"It's okay," Paula assured her. "just relax and enjoy what's happening."

Julie took a deep breath to try and relax. She laid back and supported her upper body with her elbows so she could watch what was about to happen. Paula was still right next to me. I moved my face closer to Julie's pussy and began to lightly kiss her on the outer lips. She jumped at my slight touch. I looked up at her and she was biting her lower lip. I continued kissing her as my lips moved around her pussy lips. She smelled wonderful. Sticking my tongue out, I lightly grazed her pussy lips. Starting at the top and slowly moving down to her opening. Her lips spread apart for my tongue easily due to how swollen she was. My tongue felt her slippery wetness.

"oh god..........mmmmm..........that feels sooooo good!" Julie cooed.

Paula just watched and smiled back at her. Her eyes were fixed on my tongue dancing on her friends pussy.

I moved my hands up and under Julie's ass to spread her apart. Paula took hold of Julie's left leg and spread it even farther so that she could watch. I opened my mouth and covered her entire pussy. My lips closed around her as my tongue began to quickly lick up and around her lips. Starting at the bottom and going around the top to her hard clit and then back down again. When I reached the bottom I darted my tongue deep inside of her. Julie's legs began to quiver as I did this.

"oh my god......it's so intense.......ahhhhhhhh god........I can't believe this!" Julie moaned.

I decided to see how fast I could get her off so I concentrated on circling my tongue around her hard clit. I slid a finger into her pussy. It was so tight. It was already twitching before my finger got inside. Julie began panting harder and her legs quivered harder. I tightened my grip on her clit with my lips and quickly licked all around the top of it.

"Oh god.............I'm gonna cum........ahhhhhhh...........yessssssssss..........oh shit-"

I suddenly felt Julie's pussy clamp around my finger. I continued licking her clit. Paula and I fought to keep her legs spread apart. Julie came hard all over my tongue as I felt and tasted her juices as it flowed from her.

"Oh stop.....stop.....please stop....it's too much." She begged as she reached down and pushed my face away from her pussy. I kept my finger inside of her until I felt her spasms subside a bit and then I began to finger fuck her.

"oh..........no.........ahhhhhhhh......I cumm.....nnn....aga.....an....oh!"

Her pussy clasp around my finger again as another orgasm swept over her body. I stopped moving it until she quit coming.

"oh my god.......it feels so weird! I'm all tingly inside and out......oh god......I feel like it could happen again." Julie explained to us.

Paula leaned and whispered in my ear, "See if you can get her to cum again."

I didn't need any convincing so I leaned down and began licking her pussy again. It was very wet slimy from her juices.

"Oh no......enough.....please........no more......oh" she begged as she tried to push me away. Paula kept Julie's hands away from me. As soon as my tongue touched her clit and lick, her pussy began to spasm again and she was on her way to another orgasm.

"Ahhhhhhhhhh.............shit........noooooo........uhhhhhhhh........... god!" she moaned.

Paula again leaned over and whispered in my ear, "Let's switch places real quick." Paula pushed me away as I held on to Julie's right ankle. Paula was soon in my place and inches away from Julie's pussy.

"What are you doing?" Julie asked as she came down again from her orgasm.

"I gotta try this." Paula replied. She lightly began to lick Julie's pussy. I let go of Julie's ankle and put it on Paula's shoulder and stood back and watched her eat her first pussy. It was very erotic seeing a girl go down on another girl. My cock was aching with need once again.

I heard Paula moaning as she licked Julie's wet pussy. Julie was on the verge of yet another climax.

"Oh Paula................your tongue feels so wonderful...........uhhhhhhhhhh........yeah.......oooooo..........lick me." Julie moaned again. She was really getting into now.

Paula moved one of her own hands down in the water and it disappeared between her legs where I could not see it. I knew what she did with it. She had the right idea too. I was going to start wanking too until I remembered what Paula and I came close to doing with each other. I moved behind Paula and slid my hands under her arms and grabbed her tits. Her nipples responded immediately to my touch. I moved closer to her until my hard cock was pressing against the crack of her ass. Paula let out a moan and ground her ass into my shaft. Her ass felt incredibly warm in the water. I reached down and pointed my cock head down and slid it between her legs. Paula spread her stance more so that my cock slid over her pussy. Julie started cumming again on Paula's mouth.

"Oh shit..........cummmmming......oh yessss...............ahhhhh."

Paula moved her ass back and forth against my cock letting it slide on her pussy lips. She began moaning more loudly. Paula pulled away from Julie's pussy and dropped her legs in the water. Julie fell into the pool. Paula turned around and said to me, "Okay you have a choice. You either let me suck that big cock of yours or you can slide it inside of me and experience your first fuck!"

Julie heard the last part just as she surfaced the water. I couldn't believe the choice I had.

"Oh god..............are you guys going to do it?" Julie eagerly asked.

"So what's it gonna be?" Paula stood in the water and waited for my reply.

"I'd like to finish what we started." I admitted.

"Come on."

Paula swam to the ladder and I followed her. Julie was right behind me.

We walked to our recliners and refused to dry off because of the hot sun.

"Lay down on the recliner." Paula told me.

I laid down while Julie sat in the next recliner and watched. Paula straddled my recliner and was standing over me. She moved so that her thighs were at my hips. She sat down on my thighs and reached down and wrapped her fingers around my aching cock. I was very excited and began to breathe heavily knowing what was about to happen. Paula let go of my cock and leaned down to my face and pressed her tits into my chest as she laid on top of me. She looked into my eyes and said, "You know.........it's usually better if your first time is with someone special. Someone you care about." Paula paused while we were face to face. I was staring into her blue eyes. "We've known each other since we were old enough to walk." She continued. "I don't know how you feel but there is nothing that I would rather do right now than to be the one to give you something.........a moment that you'll remember for the rest of your life. I hope that you will always remember this special moment with me because I know that I will."

I don't know just what I felt at that moment but my chest and heart got really tight. I couldn't think of anything to say. No one has every talked to me like that before in my life. Just when I thought I could say something, Paula pressed her lips against mine. I thought it was going to be a small peck but she kept kissing me and soon her lips parted and her tongue darted in my mouth. My heart just about popped out of my chest as I responded by pushing my tongue in her mouth. Paula began grinding her pelvis into mine. My cock was leaking pre-cum all over her mound. We were both breathing very heavily now. Paula broke our lip lock and raised herself up and with a panted breath asked me, "Are you ready?"

All I could do is nod my head.

"I guess this'll be a first for both of you." Paula noted as she looked at Julie. "I don't think Julie has ever seen anyone have sex before."

Julie sat with her towel in her lap. Her eyes were following Paula's every move. "Are you actually going to do it?"

"Mmmmmm. You can watch if you want. I don't mind at all." Paula said as she stood back up over me again. Her blonde hair was cascading down her tanned breasts. My eyes lowered to between her thighs where I saw her pussy lips peeking out. "I'll show you just how good a cock feels deep inside of you."

With that Paula reached down and grabbed my cock and gave it a couple of friendly strokes. When she was satisfied with it's hardness she let go and it smacked against me. She lowered herself onto me and placed her hot, wet pussy on my shaft. She held her own breasts and began to slide up and down the length of my cock smearing her juices all over me. Then she raised up a little and took hold of my cock and aimed it to her waiting entrance. With her other hand she spread her lips apart and slowly eased herself down onto me. The feeling was incredible! She was so hot and tight. I felt the ridge of my head slide past her tight lips. Farther and farther down she slid, swallowing me up inside of her.

Julie was leaning over to get a clear look of everything. Her mouth was open and her eyes were wide and glued to the scene in front of her.

Soon Paula had totally consumed my cock and was sitting on my lap. I felt the sudden urge to start thrusting me hips into her but I controlled my eagerness.

"Oh god!" Paula moaned. "You feel so good. I feel your head deep inside of me. I knew you would feel this good."

Paula slowly began to move up and down on my shaft. Her pussy felt so silky smooth around my cock. I have never felt this tightness surround my entire cock before. It was almost more than I could bear. I looked down and watched as her body rode up and down my pole. Her pussy lips stretched around my shaft and pulled a bit when my head started showing itself. As soon as my head was almost out, Paula would lower herself again.

"Ahhhhh...........yessss...........mmmmmm.........this is so good." She moaned. "how does it feel?" she asked me.

"Ohhhhh you is feel incredible!" I answered as I watched myself slide all the way back in again.

"God, you're so hard. I could cum right now if I wanted to." Paula shared as she started moving back up again.

"So what's stopping you?"

"Mmmmm................ohhhhhh because I want this to last." She cooed as she looked back down and watched my cock reveal itself once again. It was glistening with her juices.

I glanced back at Julie who was still engrossed watching us fuck in front of her. I noticed some movement under the towel that was on her lap. She caught me looking at her and her face turned bright red as the movement stopped under the towel. I reached out and grabbed the towel from her. Uncovering her lap revealed that her right hand was resting between her spread legs. Her fingers were glistening and wet. Paula saw them too and said to her, "If watching us gets you all worked up, go for it."

Julie returned her fingers to her hard clit and began rubbing herself in slow circular motions.

"That will work but that's not what I meant." Paula said. "You can try this if you want to."

"Oh god no!" Julie shot back. "I couldn't........I....it would........I mean-"

"It's okay." Paula reassured. "You don't have to fuck him. You could just see what it feels like against you."

"I.........no.........I don't think...........it-"

"Here," Paula said as she stood up and let my cock fall out of her wet pussy. "Just use him instead of your fingers."

Paula reached out and carefully took Julie by the arm and helped her to stand over me. Julie slowly sat down and set her wet pussy on my hard shaft.

"Ohhhh god it feels so big!" she admitted.

Julie began to slide up and down my shaft. My cock head would bump into her hard clit when she slid upwards and every time I felt her legs quiver. Paula moved and straddled my chest while facing Julie. I was staring up at the most beautiful tanned ass that has ever been bared to mankind. I noticing how puffy her pussy area was and how moist her lips appeared.

"I gotta see what it's like to have my pussy licked!" Paula said to me as she bent forward and looked down at me from between her legs.

I reached up and grabbed her hips and pulled her down on my face. When my tongue hit her clit she instantly spread her legs wider and placed her hands on my chest to steady herself. She leaned forward and began to lick Julie's huge tits. That caused Julie to quicken her pace against me. Julie began to moan as her pussy dripped more of her juices on my cock. She started sliding harder and she tilted her hips so that my cock head would rub harder on her clit. When she slid up I felt her hard little nub catch on the ridge of my cock. But when she slid back down my cock head accidentally slid into her tight, wet little hole. Julie let out a gasp as she suddenly stopped sliding against me.

"What's the matter?" Paula asked as she stopped licking Julie's nipple.

"He slipped inside!" Julie panicked.

"Oh my god! Did you just break your cherry?" Paula asked in shock.

"No, no, no. He isn't all the way in. Just the tip is inside." Julie described.

"So what are you waiting for?"

"No way! It feels way too big!" Julie said. She slid forward and flattened her hips so the head of my cock was again pressing against her clit. There for a while I thought that I was going to get the best of both worlds.

Julie continued sliding up and down my shaft but she was careful so that I wouldn't slide back in again. I was busy licking the length of Paula's very wet slit. My chin was wet from her juices and she ground her clit down onto it. Julie began to moan again and I felt her legs quiver strongly as she neared orgasm. Paula began moaning too as she began to cum on my face.

When Julie's orgasm subsided, she got up off of my cock and sat back down on the recliner. Paula leaned forward and without warning engulfed my cock into her warm waiting mouth. Her lips began to travel up and down the length of my shaft while her tongue did some neat circular motion against the head. If she kept this up she would make me come quickly. Paula sensed this and stopped sucking me. She got up and turned around to face Paula.

"Lay down and spread your legs apart." Paula ordered Julie.

Julie did as she was told and spread her legs wide in front of Paula. Julie's chest was still flushed from her last orgasm. Her pussy was dripping onto her towel and her clit was still hard and red.

Paula turned around and said to me, "I want you to fuck me from behind while I lick Julie."

That sounded good to me. I wasn't going to argue the request.

Paula straddled Julie's recliner and bent down and put her face between Julie's legs. I walked up behind Paula and looked at her exposed pussy. I put my hands on her hips and put my cock head between her pussy lips. With one slow move of my hips, I slid my cock all the way into her pussy. I began to slide it in and out of her tight hole and soon her hips were meeting my thrusts.

Paula's tongue was busy dancing all around Julie's pussy and Julie was already quivering from a climax. Paula was moaning against Julie's pussy. I began slapping my balls against Paula's ass as my throbbing cock pounded into her. Paula reached down and began fingering her clit and running her fingers on my shaft as it moved in and out of her. Julie pushed Paula away from her pussy and said, "Oh god, no more, I can't take any more!" She moved away from Paula.

Paula took Julie's place on the recliner and laid on her back with her legs spread wide. I laid on top of her and guided my cock back into her waiting pussy. Paula wrapped her legs around my waist and rode me for all she was worth. Julie knelt beside us and was content watching my cock slide in and out of her friends wet juicy pussy. Paula began moaning again and I felt her pussy muscles tighten around my shaft. There was no way that I would last much longer.

"Oh yes...........yes..............fuck me.............yes..........ahhhh....I'm cumming!" Paula moaned.

Julie reached out and fingered her friends clit as I continued pounding into her. I felt Paula's pussy clamp down on my cock as her climax swept over her. "Cum........cum for me.............cum all over me..........ahhhh..........now!" Paula demanded.

I gave about five more hard thrusts into her and then pulled my glistening cock out. Julie immediately wrapped her small fingers around my shaft and stroked my cock as I began shooting ropes of cum all over Paula's stomach and pussy. Julie used her other hand and rubbed the hot cock lotion all over Paula's tits.

When my spurting subsided, Paula sat up and took hold of my cock and slowly stroked and squeezed it, getting the last remaining drops of cum from my shaft.

"I just love a good cum bath!" Paula explained with an evil grin on her face.

We all got up and jumped back into the pool.

To be continued.....