you always hear those stories about women who go away on vacation and
behave totally outrageously, doing things they would never considered
if they were home in their own environment. i always thought those
stories were so much bullshit. i mean, who completely changes for just
a week just because they are on vacation. well, i have to say ive
been proved wrong. im still not sure if i changed, or if my real
nature came out, but either way i came back from my recent trip with an
amazing story to tell.

my name is michelle and my best friend is dana. we live in new jersey,
just a half hour from the beach, which is great in the summer, but
sucks in february. this year dana and i resolved that we would not
spend another winter waiting for the desolate beaches at the shore to
defrost. we booked ourselves a week at one of those all-inclusive
resorts in the islands. while our families and friends were freezing
their butts off we planned to be sitting on a beach in our bikinis,
sipping margaritas. that meant staying in bikini shape all winter, but
both dana and i were good girls, not getting out of hand over the
holidays. not that either of us had that much to worry about.

of the two of us i think dana gets more attention, with her long
reddish-blond hair and cupie doll face. she never leaves the house
without make-up and when we do go out at night she dresses to show off
her assets. being 58 dana has great legs and on her slender body her
34cs look much larger than they are. of course sometimes they have
help from victorias secret. i, on the other hand, need no help in
that department. i am not tall at all, only 53, but my legs are long
for my height and i have full 36d breasts. im more compact than dana,
but i can still wear a bikini with no shame. my blond hair falls a
couple inches past my shoulders, but not being the glamour queen dana
is i wear it in a ponytail as often as not. im not nearly the tease
dana is, but i still like the attention that i get. but dont get me
wrong. dana and i arent tramps, well tease, but thats all. and
being single girls in our late twenties i dont see anything wrong with
that at all!

so on a chilly, gloomy day we took off from newark airport and just a
couple hours later we were deplaning in our island paradise. we were
drinking a lot on our flight down and both dana and i were a little
wobbly on our feet. it was a short ferry ride to our resort and there
we were. the room wasnt much more than your standard motel room, but
that was okay, dana and i didnt plan on spending much time in it. in
fact the only things we unpacked when we arrived were our swimsuits and
tanning supplies.

after changing, we headed down to the pool. it was kind of late in the
afternoon and we thought staying by the pool would be better than going
to the beach that day. besides, the bar was closer to the pool than it
was to the beach and neither of us were ready to stop partying. the
only decision we had to make was what we wanted to drink and which pool
to go to. you see, on the island there were two sides, a prude side
and a bare side. i was very curious to check out the bare side, but i
was not feeling quite that adventurous on my first day down there, so
we stayed on the prude side. i slathered myself with lotion, not
wanting to get burned on my first day down there, but dana is one of
those rare redheads who doesnt burn easily and she went right to work
on her tan.

we were both totally bushed by the time we stumbled back to our room and
passed out on our beds. it was late when we woke up, but fortunately
the island never closed, so after we showered we headed out of a bite.
most of the people we ran into were our age or older and everyone
seemed out to have a great time. several guys came onto us. dana and i
danced a bit. and when went back to our rooms alone, we slept like
rocks.

the next day was just as beautiful as the first and dana and i tried to
get up as early as he could, considering how late wed been out last
night. i wore my purple bikini that day while dana went with a white
sting number that barely covered her. i was almost jealous at some of
the looks dan was getting. we hit the bar for our first drinks of that
day at 10am and we headed off to the beach when dana suggested that we
hit the nude side of the resort. i wasnt sure how i felt about that
and told dana so.

come on, michelle, dont be so uptight. its not like anyone you know
is going to see you and even if you did run into someone, theyd be
bare too. dana argued.

i know, but i just dont think id be comfortable. 

well go topless and if you really hate it, well come back over here.
deal?

okay, i reluctantly agreed.

there were plenty of people walking around just topless anyway, it
wasnt like there was a clear demarcation point. dana shed her top as
casual as you please and tucked it into her bag. when she saw i wasnt
moving, dana reached behind me and undid my top herself. it took an
effort not to cover myself as she pulled off my top and handed it to
me.

although they are big, my breasts are very firm and they swayed lightly
as dana and i walked toward the beach. i had seen my friend naked here
and there, but this was really the first time i noticed what a great
body she really had. her firm breasts rode high on her chest, capped
by large, pale nipples. since i am used to guys staring at my chest
while they talk to me and i am fully clothed i expected everyone i
encountered to just stare, but that wasnt the case. sure guys were
checking us out, and i have to admit i found that to be a bit of a turn
on, but the bartenders and everyone else just seemed not to notice. at
first i was staring, let me tell you, there are a lot of people who
should just keep their clothes on, but after a while i was comfortable
and honestly just didnt notice anymore.

after lunch dana and i didnt feel much like trekking back to the beach
and opted for the pool instead. we noticed that just as many people
were walking around topless on the prude side as werent so dana and i
shed our bikini tops once again. after all, we wouldnt want tan lines
spoiling our outfits, would we? we were relaxing on floats in the pool
when we heard someone calling our names. dana saw them first, but then
i recognized two of the guys from the night before as they jumped into
the pool and swam toward us.

their names were brett and something with an s i couldnt quite
remember, scott or steve. they were good looking guys, both about our
age, tall, in good shape. i did remember that they were the nicer of
the guys whod tried to pick us up. they werent overly pushy or
anything, so dana and i were happy to see our new friends.

our drinks were empty and brett offered to get us more, but dana said
she would take care of it. i think the guys were pretty shocked when
she hopped off the raft without a thought to their seeing her topless.
for a second i thought both their tongues were going to drop from their
mouths. feeling left out i turned on my side, propped up on an elbow.
mr. s gave me a long, hungry look that made me tingle in all the right
places. dana swam off to get our drinks and brett followed her.
meanwhile mr. s used his time wisely, trying to pick me up, and i have
to say he was doing a pretty good job.

i heard splashing from the far side of the giant pool and i saw that
dana and brett hadnt quite made it to the bar. they were engaged in a
giggling, splashing wrestling match. seeing as how they were both wet,
they were having trouble grabbing each other and their hands slid
everywhere. finally brett pinned dana and pulled her to the side of
the pool. they were looking at each other intensely for a second, and
then they kissed, dana sucking bretts tongue into her mouth. she
pulled away from the kiss and i couldnt tell from where i was, but it
looked like she gasped. then i noticed that both of bretts hands were
out of sight beneath the water. dana had her arms around bretts neck
and was clinging to him. i noticed she started rocking in a gentle
rhythm that picked up-tempo as she went. i couldnt believe dana was
doing this right there in a public place! i didnt think she was
fucking him, but his hands were definitely busy. didnt that girl have
any shame? dana moved faster and faster until she clearly climaxed and
sagged against brett. they were kissing as i turned away.

i knew i was red and that mr. s knew why, because hed been watching
them right along with me. while i couldnt believe dana had done that
another part of me admired her forwardness and watching her with brett
had left me almost as aroused as i was embarrassed. that was clear by
my breathing and how dark and stiff my nipples had become. doubly
embarrassed i turned away from mr. s, hoping he hadnt noticed.
fortunately he didnt comment.

dana and brett brought drinks back like nothing had happened and the
four of us made plans to meet up for dinner. as soon as dana and i
were back in our room i gave her the third degree and she told me that
after all that groping in the pool brett had just pushed two fingers
inside her and she was so wet she didnt resist at all. pretty ballsy
guy, that brett. dana said he fingered her until she came and that she
came harder than she had in a long time. she didnt know if it was all
those people around or what. i asked how she could do it and dana
confessed that shed been horny all day and brett had been just what
she needed. dana said that if i loosed up just a little bit i might
have as good a time as her. i listened to her and vowed to be a little
freer when we went out that evening. honestly i was feeling just as
horny as dana and i thought some fooling around might be just what the
doctor ordered.

while they guys had certainly enjoyed seeing us half naked earlier, i
almost think they liked us even better barely covered. the guys were
definitely taking dana and i in as we walked toward them. dana was
wearing a long, tight black skirt with a slit up the leg that each high
enough to barely be considered decent. she contrasted it with a little
white, equally tight tank top and from the snug fit of her clothes it
was clear that was all she was wearing aside from her sandals. i was
little more modest, wearing a thin, short red cotton sundress.

the guys showed us into the dining room. we had a wonderful seafood
dinner and bottle of wine before heading off to dance. both dana and i
love to dance and i think the guys had a little trouble keeping up with
us. but that was okay, when the guys needed a break dana and i would
just dance with each other. we played it up for brett and mr. s just
enough to get their tongues wagging, and then we would pull them onto
the dance floor and give them a good bump and grind. i found that mr.
s had a nice little bulge in his khaki shorts that only seemed to grow
the more i teased him. between the wine and the music and the hot
tropical air, i was going much farther in teasing him than i ordinarily
would have. i even reached between us a couple times to rub that yummy
bulge of his. meanwhile, i saw brett slipping his hand into the slit
on danas skirt every chance he could. seeing it made me kind of hot
too, but i wouldnt let mr. s get too far before shutting him down.
his hand brushed my breast, but when he tried to palm it i pushed his
hand away. i didnt want that in front of everyone.

dana said that she and brett were going to go for a walk on the beach
and asked if mr. s and i wanted to go too. i was surprised, i thought
she would want to be alone with him. before i could say anything, mr.
s said yes for the both of us and with drinks in hand, we headed off to
the beach.

it was a beautiful night and the moon was bright enough that we call all
see each other clearly. dana and brett had their arms around each
other and mr. s held my hand. we found our way to a small scull that
was secluded from the rest of the beach by a screen of heavily bushes
and trees. dana and brett started fooling around again, brett chasing
her down to the water while she splashed at him. meanwhile, mr. s
found a little shack that rented mats during the day. it was unlocked
and he got one for us to sit on.

mr. s and i sat on the mat, watching dana and brett frolicking in the
surf. he was sitting very close, then he put his arm around me, and
then he kissed me. his lips felt good on mine and i went with it. i
melted into his arms and felt my own heart beating faster as his hands
roamed over my body. mr. s. rested his hand on my thigh, but when he
tried to move it beneath my dress i closed my legs. wasnt sure i
wanted him going that far yet.

dana and brett came running up from the water, both wet, and plopped
down onto the pad beside us. the pad wasnt that big and we could feel
them brushing against us as they rolled around. mr. s was nibbling on
my neck, which always makes me tingle in all the right places, while he
gently massaged my breast through my dress, bringing my nipple to
diamond hardness through the fabric. i moaned quietly and clutched him
to me.

my head was tilted back and i was deeply into enjoying mr. ss
attentions. for my part, i found that his breath got really husky when
i bit his earlobes, so i kept nibbling there while i teasingly rested
my hand on his thigh. i knew he was just dying for me to move it up,
but i wasnt in any hurry. dana and brett bumped into us again and i
opened my eyes, looking over mr. ss shoulder at them. brett had his
hand way up the slit in danas skirt and the top of her tank top pulled
down. her pale nipples were stiff in the cold night air and brett
captured one his mouth. dana gasped loudly when he began sucking it.

i never thought i would be the type to get turned on watching someone
else. or maybe it was just the way mr. s was touching me, but when he
tugged on the zipper at the side of my sundress, i didnt make any
attempt to stop him. looping them in his fingers, mr. s pulled the
thin straps from my shoulders and my dress to my waist. he seemed very
impressed with the red lace strapless bra that strained to contain my
breasts. he just stared for several seconds, then mr. s cupped my
breasts in both hands, firmly massaging them. when most guys hand my
breasts they just attack them, like they were testing melons for
freshness. but mr. s definitely knew what he was doing, gently
massaging, then roughly squeezing, gauging my reactions, strumming my
pulsing nipples with his thumbs all the while. my bared nipples ached
to be touched and sucked on by mr. s, so i reached back and unhooked my
bra. my breasts lifted the bra from my body and mr. s tossed it aside,
mashing my breasts in his hands while pinching my stubby nipples as
they tried to escape between his fingers.

mr. s was nibbling my ear, then my neck, and then he was kissing his way
across my heaving chest to my nipples. i wanted to grab him by the
ears and drag him down, force him to suck on them, but i held back,
just barely. i could hear dana moaning, but i was too intent on what
was happening to me to look over. mr. s flicked his tongue over my
nipple and i quivered, whimpering slightly. whats my name? he
whispered devilishly.

wha- i murmured. what was he doing? this was no time for small
talk. he licked my nipple teasingly again. my pussy was soaking into
my panties.

i asked you my name? mr. s said, followed by a prolonged licking and
sucking that made my toes curl.

why? i gasped as he flicked his tongue at my nipple again and again.

thankfully, he let me off the hook. its scott, i knew you didnt know
it. you havent called me by name all night. now im going to have to
make you scream it so you dont forget ever again.

im not a screamer, so scott was in for a challenge, but i hoped he was
up for it.

i was growing so horny that i barely cared anymore that dana and brett
were less than two feet away. they could do whatever they wanted, i
just wanted to get mine. i clawed at scotts back, pulling his shirt
over his head, then i pushed him down onto the mat on his back. i
wanted him so hard he wouldnt be able to keep teasing the way he was.
and i figured the best way to do that was to turn the tables and do
some teasing of my own. i was straddling scott, grinding my pussy down
into his bulge and i felt him grinding back. i leaned over to kiss
him, dragging my tingling nipples across his hairy chest. i pulled my
lips from his, then dangled each of my nipples for scott to suck,
reluctantly tearing them from his mouth as i pulled back to kiss and
lick at his nipples. scott growled, michelle, and twined his fingers
in my hair, holding me there as i bit his nipple harder. i love it
when a man holds me there, when he knows what he wants and isnt afraid
to show me. but i was teasing, so i pulled from his grip and moved
down, looking up at him as i kissed his tummy and worked on his pants.

uhhhh god, dana... i heard brett gasp and i couldnt help but look
over. he was on his back while dana knelt between his legs, vigorously
slurping his cock up. it looked like brett had a nice sized one, but
dana wasnt having any trouble sucking his whole cock down her throat.
shes bragged before about how she could get, and keep, any guys
undivided attention that way, but this was the first time id ever seen
her do it. i have to say, i was impressed with the way she attacked
brett. it was a prelude to what scott was about to experience and i
hoped i did as well.

i pulled scotts pants off and then while i was on my knees above him i
seductively stripped my dress off, leaving me nude except for my
panties. i caught dana peeking over and i think she was shocked to see
how forward i was being, but probably also happy. while i knelt there
scott stared at me and then started touching me, first pulling on my
nipples, then rubbing the wet spot on my panties. i arched my back
slightly, thrusting at his hand.

i remembered i was supposed to be the one teasing, i guess i am not very
good at it. i pulled back, taking scotts cock in my hands. he was
standing at full attention and was quite a handful. his shaft felt so
warm in my hands and seemed to grow even bigger as i stroked it. i
massaged his balls and scotts shaft jerked in my hands. i gave him a
couple long licks, all the way up to the head and scott was shaking
like he was going to explode. good, that was just the way i wanted
him. i licked his shaft until it was nice and wet and i could give the
shaft a nice hand job while i sucked nice and hard on the head. again,
scott twined his fingers in my hair, urging me down on his shaft. i
made it about halfway down, but i have never been able to deep throat.
but i think i make up for that with what i do take. i sucked scott
nice and hard, moving my tongue all around the shaft while i pumped the
part i couldnt fit with a tight fist. scott was moaning and groaning
and i knew i was really having an effect. having such control over him
was making me so wet. my pussy was dripping at the thought of how
scott would feel inside me. i am not usually into just letting some
guy i barely know fuck me, but i was ready to bend the rules for scott
that night.

i was pumping scott faster, sucking him harder and he was actually
growling, growling i couldnt believe it, and i felt him tensing up. i
realized what was about to happen. id gone too far. i started to
pull away, but before i could get free scott exploded, blasting his
load into my mouth. i dont mind swallowing, i think spitting is kind
of rude anyway, its just i wasnt done with him yet, thats all. i
swallowed all i could, but scott came like a fire hose and a little bit
dribbled from my lips down his shaft. adding to the tease show, i let
his cock slip from my lips and licked up the bit that had gotten away.

you are so hot, michelle, scott breathed.

i hoped he didnt think that was it for the night. i needed to get off
too. i slipped my panties down and slithered my way up his body until
my pussy was positioned right above his mouth. his tongue stabbed
upward, found my clit, and i shivered. i peeled my sticky lips apart
for him and scott held my hips as he drew me closer. his lips sucked
at mine and i bucked my hips forward, running my fingers through his
hair with one hand while the other kept my cunt spread. god, did that
boy know what he was doing! my juices were running down all over his
face. he trapped my clit and sucked it hard, abrading it with his
teeth and i thought i was going to pass out. i was grinding down so
hard i thought i was going to suffocate scott, but he just kept sucking
and soon the stars pinpricking the night sky exploded in bright light
as i came. normally i do not cum more than once, but scott did not
stop licking me and i fell forward, my hands digging into the sand as i
humped at scotts mouth. i came again and while i was able to moan
quietly last time this felt so good i was crying out scotts name, all
decorum lost.

i was covered in a fine sheen of sweat and still trembling when scott
pulled me back up. loose-limbed, i was pretty much a rag doll for him
to position and after the way hed just made me cum i would have let
him do whatever he wanted. he dragged my wet pussy across his torso
and down so that it brushed against his cock. scott was hard again and
my pussy tingled at the thought of being filled by him. i got a foot
beneath myself and lifted up, stretching my pussy open while scott
brushed my lips with his head. mmm, it felt very nice. it had been
months since id had any sex at all and i was more than ready for it.
with a hand on my hip scott guided me down so he was completely inside
me. i let out a sweet groan that grew louder with every delicious inch
i took. i could feel him stretching me, feel his shaft pulsing inside
my tight cunt. the base of his cock rested against my clit and i
ground into scott, falling forward, letting him catch me by my breasts,
which he mashed in his strong hands. i threw my head back and cried
out, oh scott...

i tossed my head to the side and was afforded an interesting view of
dana on her back, her tank top pushed down around her waist and her
skirt hiked up, on her back, with one leg hooked around brett. brett
was on top of her, naked, and thrusting into her cunt for all he was
worth. sweat dripped off of brett and he had his teeth gritted as he
slammed down into dana. dana had a hand on the back of his neck and
was clearly digging her nails into his neck. she seemed to be purring,
but she was growing louder by the second and finally was shouting,
fuckfuckfuckfuck!!!!! fuck me, im gonna cum!!! brett didnt react,
he just kept fucking her.

scott, meanwhile, was tired of the grind and grabbed my hips. with
little trouble he lifted me and fucked me up and down on his cock,
leaving just the tip in me and then plunging me back onto him. i
caught on quickly and using my thigh muscles worked myself up and down
on him even harder. he kept pulling my nipples, which drove me nuts,
and i reached down and rubbed my clit. i arched my back and scott
filled me so deeply. again, i was cumming while i screwed myself down
onto him, shrieking, god, scott!!! gooooooddddddddddd!!!!!!

i was no help at all as scott pulled me off him and laid me on my back
on the mat. he lifted my legs over his shoulder and plowed his cock
into me full force. it hed cum a little quickly the first time, he
was holding out fine now. i spread my hands out to try and hold in
place. one hand dug into the sand for purchase while my other touch
hot, slick skin. i looked over and saw dana on her back right next to
me, brett slamming her deep and hard just like scott was doing to me.
our eyes met and we shared a smile at our mutual ecstasy. dana clasped
my hand and i held on tight as i built to yet another orgasm.

i started getting the feeling the guys might have done this before when
they started fucking dana and i together, in a fast-paced rhythm. dana
and i even started moaning in rhythm. somehow it got me even more
turned on getting fucked right beside my best friend and sharing the
experience with her. i was starting to wonder what else the night
could have to offer.

i was just about to cum again when scott pulled out of me and i thought
i would scream. of course brett was doing the exact same thing to
dana. both dana and i were up on all fours and the guys started in on
us again, slamming us from behind. god, scott reached even deeper now
and i thrust back at him with abandon. i built up to my orgasm again
even faster this time, but right as i was going to cum scott pulled out
of me again. i moaned in protest and turned to say something when i
caught the guys switching positions. i couldnt believe it! i would
have said something to protest, but i was so horny and so shocked that
before i could form a coherent sentence brett had slipped inside me and
he felt so damn good i couldnt do anything but moan, breeeetttt...

although he didnt reach as deep, brett was even thicker than scott and
he stretched me to the max. when he rammed his cock into me fireworks
shot from my cunt throughout my body and i came once again. i had
never come so many times in one night in my life! and i knew i wasnt
done yet!

damn, scott, you feel so good, fuck me, dana begged and i knew exactly
what she was feeling because i was feeling the same thing myself only
seconds ago. bretts fingers dug into my ass, he felt so forceful as
he fucked me harder, scott matching his every stroke into dana. i
loved it all!

dana and i were eye to eye again and i was a little surprised by the
animal hunger i saw there. we were so close. if that surprised me, i
was totally shocked when dana leaned over and kissed me. there was
nothing gentle about it. she locked her mouth on mine and thrust her
tongue between my lips. i could claim it was the shock, but really her
kiss felt great and i responded with enthusiasm. i felt danas hand
stroking my back and then i felt her reach down and cup my dangling
breast. when she played with my nipple i moaned into her mouth.

i think this was more than the guys could hope for and brett just
couldnt hold out watching dana and i kiss and feeling my pussy
constricting his cock. he gave one last powerful thrust and i felt him
blasting his cum deep inside me. i kept screwing my pussy onto brett,
trying to get every last bit i could until he finally slipped out of
me.

i was a woman possessed now. danas kiss had electrified me. scott was
still going, but i imagined i could get him off just like his friend.
i kissed dana again, moving under her, teasing her small breasts. as
our lips broke she breathed my name and i went lower, sucking each of
her big nipples. she moaned and i could feel her pushing her breasts
at my mouth. i reached down to danas pussy and rubbed her clit just
above where scott was pounding into her. i was tempted to kiss her
there too, but i was a little too afraid to go that far. instead i
just rubbed her and caressed scotts balls. michelle, i cant believe
it, youre incredible, baby. both of you, scott cried and i felt his
balls draw up as he shot his load into dana. i kept rubbing her clit
and sucking on her nipples and dana came right with scott, nearly
falling on top of me.

as soon as scott pulled out of dana my best friend took me in her arms,
kissing me, rubbing her breasts against mine. she was not shy at all
about what she wanted to do to me. first she kissed my breasts and her
lips felt so wonderful on my nipples, so different from when a man
kisses me. then she effortlessly moved down, spread my legs and
kissing my thighs. i could barely hold still with the anticipation
building in me as dana kissed her way toward my pussy. i arched my
back and cried out when dana kissed my pussy. her tongue dipped inside
me, sought out my clit and teased it. i could feel her sucking bretts
cum from my pussy and dana dank deeply of our mingled juices. i held
my pussy open for her like i had for scott and dana used her free hands
to tease my nipples. danas sucking mouth had me on the edge in
minutes and before i knew it i was cumming again, feeling her mouth
while she eagerly lapped it all up.

i still wasnt ready to go down on dana, but she didnt pressure me at
all, just held me and kissed me and i could taste myself on her. the
guys were turned on again by our little show, but i was a bit too sore
to get another sound fucking, so i crawled over to scott and sucked him
into my mouth. i could taste danas pussy on his cock, mixed with mine
and i found that i did like the taste. but this time i was the teaser
and i left scott, crawling over to brett. he was more than happy to
let me take his cock in my mouth. i sucked him until he was fucking my
mouth, and then went back to scott. dana meanwhile was enjoying my
little slut show, touching herself. i dont think she was nearly as
worn out as i was and i was proved right when she pushed scott down and
mounted his cock.

while dana rode scott i knelt in front of brett and sucked him off right
next to them. it was hard to stretch my lips around bretts girth but
i managed and was rewarded with a mouthful of thick, hot cum. dana and
scott both came right about the same time and we all collapsed.

we actually fell asleep on that mat and awoke to the sunrise, a tangle
of naked limbs. when someone walked by dana was able to straighten her
outfit, but i was very embarrassed to be completely nude. especially
since it was obvious what had gone on the night before. i slipped
right back into my dress.

dana and i said goodbye to the guys and went back to our room. we kind
of avoided them the rest of the time. we werent really ashamed of
what we did. we both really enjoyed it, but we had to wonder what the
guys thought of us. we thought it was better not to find out.

i returned from the islands totally refreshed, and dying to go back.
dana and i planned a trip for the coming summer. i returned to my
regular self when we got back. dana and i didnt talk about what
happened between us and it never happened again. i guess it is true
what they say. i didnt believe it until it happened to me, but i went
to the islands and became a person i didnt recognize. i cant wait
for it to happen again!