It was just another business trip. Travelling alone and wishing to be anywhere else but here. However, Karen was going to make the best of this trip, just as she did with any other. The business side of the trip was over and she had the afternoon to relax, sit out by the pool at the hotel and enjoy the remainder of the day with a good book and a tropical cocktail. So, there she found herself. Lounging in a poolside chair, sipping a drink and reading her favorite author while the late afternoon Florida sun shone down upon her and warmed her body. It was February and it could tend to be cool - even in Florida - so she really didn't know how long she could stay outside before the chill would drive her back into her hotel room and a date with the TV set. She barely noticed it when the chair next to her was dragged across the pool deck a few inches and creaked a bit. However, she did look up for a moment and noticed a slim, somewhat pale blonde woman, probably in her mid thirties, laying out her towel and settling herself into the lounge chair only three feet away. She went back to her reading but only a minute had gone by when the woman spoke to her. "I'm sorry to disturb you but this was the only chair still available that had good sun. I hope that I'm not bothering you." "Of course not" said Karen, "I could use a little company right now. Are you here on business or pleasure? I'm on one of those little boring business trips but most of the people that I meet on the road lately are tourists." "Actually, my boyfriend is here on business and I'm along for the ride. This is our last night in town and then we are returning to Ohio tomorrow. Sorry for not introducing myself. My name is Susan." "Hi Susan, I'm Karen and I live in Tampa. I hope that you've had a good time down here with us" "Absolutely" said Susan. "Its been wonderful after the kind of weather that we've had up north this year." They talked for about an hour before the chill started to take a hold upon them and both women were thinking about retiring to a warmer venue. However, they were enjoying each other's company so much that they were reluctant to just end the conversation and part. Karen asked "where is your boyfriend now?" "He should be here at any moment. I told him to meet me by the pool". Almost on cue, a dark-haired man in swim trunks that Karen guessed to be in his late forties came around the corner from the pool bar and walked up to them. "Hi Honey" he said. " Have you had a fun day without me?" Susan responded, "Sure - but never as much as when you're here. Let me introduce you to my new best friend, Karen." His name was Rob and Karen thought that he was very attractive in a "Mediterranean" sort of way. He had a dark complexion, dark brown hair and mustache with a small beard at his chin. They exchanged cordialities for a few minutes and then the chill became too much for the women. They were both dressed in bikinis and the damp, late afternoon air was starting to have its chilling effect on them. Karen and Susan were ready to go inside. Susan said "Karen, I've got some tequila, limes and ice in my room. I could sure use a shooter. How about you? Come on up and join us." Karen felt good about these two people and agreed readily. She always had liked good tequila and this sounded like fun. The three of them started up to the room when Rob mentioned that he would rather have something other than "shooters" and would make a trip to a liquor store to get something more to his taste. He would be up in a little while. Rob left and the two women got into the elevator and pushed "12" to go to the room. Upon entering the hotel room, Susan went immediately to a cooler in the corner and retrieved a bottle of Cuervo 1800 tequila, two short glasses, two slices of lime and some salt. The women had two quick shooters before 5 minutes had gone by. The rush of the tequila hit Karen right away. She got the quick warm glow that tequila always brought to her. It also made her a little reckless. Susan was sitting in the overstuffed chair in the corner of the room and said "How about if we burn a joint right now, Karen? Do you smoke?" Without hesitation "You bet, girlfriend. Lets do it." Susan produced a slim but devastating joint and the two women took about three or four hits apiece before they had enough. The smoke was definitely having a strong effect and Karen felt totally high and relaxed at this point. "Karen, you have the most beautiful hair. Would you let me comb it for you? I promise to be gentle and not pull on it. Just sit in the chair in front of the mirror and I'll get the brush." It sounded good to Karen so she sat in the chair and looked into the mirror to see herself with her strawberry blonde hair, blue eyes and slender figure. Susan stood behind her and began gently brushing her long hair and stroking it with her hands at the same time. It felt really good and Karen began to relax and let the touch of Susan's gentle hands work their magic. This went on for nearly ten minutes before Susan said, "Karen, you have such a lovely figure. Are your breasts natural?" "Sure. Do you think that they're not? I could have made them bigger if I wanted some doctor to re-make me. That's just not my style. No surgery is good surgery I say." Susan put the brush down and started to run her hands through Karen's hair, massaging her scalp and eventually moving down to the base of her neck. It felt wonderful and Karen was loving it. Susan's hands moved to her neck again and began to gently stroke the area behind and below her ears. Karen squealed when she did this. "Is that bothering you?" asked Susan. "I'm sorry. I'm just very sensitive there. I can feel that kind of a touch throughout my body. All the way to my toes". In fact, that kind of touch tended to arouse her sexually. Susan did not take this as a reason to stop but only to be more gentle and to only occasionally touch that area as she continued to massage Karen. Eventually, her hands began to move to the front of Karen's neck and down the front of her chest. Soon she was touching the soft swell of Karen's breasts where they came up from her bikini bra. Her hands lingered there, rubbing softly with her fingertips, and then her hands moved slowly around to the sides of Karen's breasts and encircled them, giving them a tender squeeze. The excitement of the neck massage was not lost on Karen. She was at least mildly aroused. But, when Susan's hands moved to her breasts and began squeezing them, she became alarmed. She had never done this before. She had never permitted or had another woman touch her like this. While she certainly was excited by this touch, she knew it was wrong and felt that the time had come to put a stop to this. She began to pull away. "Susan, please. What are you doing?" "Relax, honey. I'm not going to hurt you. Just take it easy and enjoy this. There's nobody here to disturb us and I am just dying to see what your breasts look like under that bikini. You are so sexy and I love to touch a sexy woman." With that, she moved her hands to the top of Karen's bra and gently slipped her fingertips inside of it. The touch of her fingers on Karen's nipples was electrifying. They immediately hardened and became stiff against these soft fingers. Susan pushed the bikini top down and encircled Karen's breasts with her hands, gently massaging them while teasing the nipples with her fingertips. Karen was in a daze. She was becoming totally excited by this whole process and realized that she was mesmerized, looking at this entire act in the mirror of the vanity. She was watching this strange, attractive woman caressing her breasts and it was so sensuous. She could feel herself getting sexually stimulated. Her pussy was starting to become wet and she knew that once that flow started, it would be hard to stop. Susan had removed her bikini bra and was now engaged in a full fledged breast massage accompanied by soft kisses that she was planting along the base of Karen's neck and behind her ears. Susan's breathing was becoming heavier and, Karen could tell, Susan was becoming nearly as excited as was she. "Susan. You have to stop! I've never done this before and I don't know if I'm ready to do this now! I like what you're doing but I'm straight and have never, ever been with a woman like this. I can't. I just can't." "Sure you can, baby. Let me show you how. You are so sweet. I promise that you won't regret this." Karen started to get up and move away but Susan held her in the chair by wrapping her arms around her and hugging her. Her face was next to Karen's and they were looking at each other in the mirror. "Trust me baby. You are going to love this." "I'd like to but I don't know how. This is so new and unexpected. I'm so damned excited that I can't stand it. Look, I've gotten so wet that I've started to soak through my suit. Now what am I going to wear to get back to my room?" This only excited Susan even more and she slid her hand down over Karen's belly and pushed one finger into the side of her bikini bottom. For the briefest moment, Karen felt her touch the lips of her pussy and then she was gone. The finger came back out and went immediately to Susan's mouth as she sucked a bit of Karen's cum from her fingertip. Karen shuddered with the pleasure of watching this. "Come on, baby. Move over to the bed with me and lets get you out of that suit." Just leave everything up to me. Karen felt herself losing control at this point. She allowed Susan to help her from the chair and remove her bra and bikini bottom. Then, Susan reached back and undid the clasp of her own bra and allowed it to fall to the floor. Susan's breasts were full and high with almost no sign of a sag to them. The most noticeable feature, however, was that her nipples were very large, almost red in color and nearly two inches across and they were puffy, standing out from her breasts by nearly another inch. Susan pinched both of them simultaneously and then turned her attention back to Karen. She moved towards Karen and held her by the arms while her lips came closer and closer. Suddenly their lips touched - ever so gently. Karen could feel the softness of Susan's lips brushing against her own. Karen's mouth parted as she sought the penetration of Susan's tongue but Susan chose to just lightly run the tip of her tongue over Karen's lips for a moment. It was a delicious tease and would be a sign of things to come. After another moment, Susan began to tease Karen's tongue with her own and soon they were into a deep, passionate kiss that ended with both women lying on the bed with their bodies touching from their breasts to their toes. Susan was all over her. She nibbled at her ears and at her neck and started to move down towards her breasts. Susan cupped both breasts in her hands and just looked at Karen's large, pink nipples. "Beautiful, just beautiful. I can't wait to eat these." She squeezed them until the nipples were protruding proudly from the soft flesh of Karen's breasts and then she lowered her head. She didn't touch the nipple immediately but, rather, held Karen's right breast in her hand while she kissed and sucked at the tender flesh around the nipple. She teased until just the right moment and then she raised her head and took one gentle lick at the very tip of Karen's right nipple. Slowly, her lips closed around the entire nipple and gently sucked at it. Susan spent the next few minutes dining upon Karen's luscious breasts until she had had her fill of them. Karen was in a daze. This strange young woman was being so gentle with her but seemed to be totally in control of the situation. Karen was just letting it happen. She could feel Susan's warm mouth on her breasts and her hands gently stroking them. Her pussy was on fire and she could only hope that something was going to happen there too. She could feel her juices seeping from her and so desperately wanted to feel herself touched there again. If Susan didn't do something soon, Karen was going to have to take care of that herself. Sensing Karen's need, Susan began to slowly kiss her way down Karen's belly until she reached a spot just above her pelvic area. She looked up at Karen and smiled brightly. "Lay back, honey. You are just going to love this." With that, she moved down further and began to spread Karen's legs. This did not take a lot of effort since Karen was more than willing to expose her now dripping wet and needy pussy to this woman's attentions. Susan began to gently kiss and lick the inside of Karen's thigh. They were hot and already moist with the cum that had been oozing from Karen. Once she had cleaned all of this from her thighs, Susan began to pay close attention to the waiting pussy only a few inches from her eyes. She took her fingers and gently began to spread open the outer lips of Karen's pussy. Although she had lovely long fingernails, she was careful not to allow them to cause any harm to the tender flesh of Karen's vagina. Instead, she used the polished side of her nails to slowly open Karen and expose the pink wetness within. Karen was dying with anticipation. Was she going to finally eat her pussy? Would she make her cum? Hurry, please hurry. She was aching for relief and she knew that Susan's mouth and tongue could provide it. She could feel her lips being spread open and the gentleness that Susan was employing to do it. She knew that Susan was now looking into her hot pussy and could see how wet she was. Susan was amazed at how much cum was already visible at the opening of Karen's hot pussy. It glistened along the entire surface. Near the bottom of the opening, some of Karen's cum had gathered there and was kind of off-white, looking a little like cream. That is where her tongue went first. She needed to taste that spot - right there - right now. Her tongue dipped into that creaminess and licked it back into her mouth. It was so warm and slick. She could feel Karen shudder when she did it and knew that she was going to have to eat a lot more of this to satisfy her friend. No problem in her mind. She loved the taste of this hot pussy and couldn't wait to get her fill of Karen's cum. Susan began to slowly lick along the lips of Karen's pussy, savoring the taste and the texture of the flesh and the sweet juices that were there. Since she was still holding Karen's pussy open with her fingers, she began to lick and suck at the inner flesh as well, eventually working her way up to Karen's now throbbing clitoris. What a sweet little button that was. All swollen, pink and ready for attention. Susan was more than happy to pay some attention to this jewel and took it softly between her lips while her tongue deftly licked at it. Susan was into this. She imagined what it felt like to have her own pussy eaten and what she liked the best about it. Some men can be so clumsy about this but nobody knows how to eat a pussy better than another woman. She made love to Karen's pussy just like she would like to have done to her own. She used her fingers, lips, tongue and her own passion to make this lovely woman cum. Before very long, she got her reward. Karen could feel Susan's expert ministrations and could feel her own orgasm building. She couldn't hold herself still and soon was thrusting her hips and pushing her dripping pussy into Susan's hungry mouth. Then it began to happen. There was no stopping it. She started to cum. The orgasm was upon her and she was drowning in pleasure while she fed her cum to her friend. Susan felt Karen's orgasm begin and began to lick and suck hungrily at the twitching pussy. Cum was oozing from it and she didn't want to miss any of it. It was so hot, slick and delicious and, besides, she knew exactly how great Karen was feeling at this moment and she wanted to make it as good as possible. She ate all of Karen's cum until the thrusting stopped and there was no longer any fresh cum for her to eat. Karen was totally relaxed at this moment. Susan's head was on her thigh and she was looking up at her with a smile. Karen smiled back but before she could say a word, she heard the door of the hotel room open and the voice of Rob. "Why is it so quiet in here? What are you girls up to?" Karen was mortified. What had she done? How is she going to explain this and cover her embarrassment? She was naked on a bed in another couple's room with the woman having just made love to her. Now this strange man had walked in on them. Susan took over. "Over here, baby. Look what we've got. Karen, you have nothing to be afraid of. Rob knows me and probably expected this. Lets get him into the fun." Rob came around the corner and saw them at that instant. His eyes were big with what he was seeing but not with surprise. "Is there anything left for me?" He said. He was staring at both naked women but his eyes paid particular attention to Karen as he appraised her slender body. "Plenty baby. Come on over here and lets see what you've got.? The front of Rob's bathing trunks were already becoming stretched out of shape. In another moment he had pulled them down and his cock sprung free. From where Karen was, it looked like a nice one. Nice and thick and long enough for her liking. He stood there about five feet from the bed, stroking it with his hand to test its firmness and to encourage it to get even harder than it was. He moved over towards Susan and she sat up and reached for his balls and began to rub them gently in her hand. "What do you think, Karen? Pretty nice cock or what? I like eating pussy but I also like to have my share of one of these." With that, Susan began stroking Rob's cock and moved her head closer to it. She licked at the head and underneath the shaft of it while gently stroking it with her fingers. Rob's delight was obvious as the head of his cock swelled even more. Susan took the head into her mouth and sucked on it softly. Karen could hear soft slurping sounds coming from her. "Want some of this Karen? Rob, I think that she needs to taste this too. Go give her a little bit of it." Rob didn't need to be told twice. He was dying to experience this new woman. He came around the side of the bed and then knelt alongside Karen's head. He had his rock hard cock in his hand and was offering it to her. It was only an inch or so from her face at this point. Karen had gotten over her shock and was not completely satisfied with just one orgasm. She needed more and she was willing to earn it. She grasped Rob's cock and began to swirl her tongue around the head of it. She pulled back and stroked it. A drop of clear pre-cum appeared at the tip and she gently licked that off then pumped his cock with her hand to see if there was more of it. Rob was letting out little moans and Karen knew that she had better slow down or the fun would be over too soon. She relaxed her grip and began to lick all around the shaft of Rob's cock and noticed that he was now so hard that all of the blue veins were standing out prominently along the shaft. She had to be careful or this boy was gonna blow! No way, not yet! Meanwhile, Susan was totally into watching Karen minister to her boyfriends cock. She was sitting with her legs spread at the foot of the bed and masturbating to beat the band. Karen looked down and saw two fingers of one hand disappearing into Susan's pussy while her other hand was furiously working at a huge clitoris. Susan's head was blonde but that obviously wasn't her natural color. The hair on her pussy was trimmed close but was black and shiny. This made the pinkness of her pussy even more striking. Karen could hear wet, squishy sounds coming from Susan along with an occasional squeal. Then, Susan moved. She got up and moved to the head of the bed. Standing over Karen and Rob, she offered her pussy to Rob for his eating pleasure. Rob began to lick hungrily at Susan' needy pussy and sucked her clitoris between his lips and flicked at it with his tongue. Karen could see Susan's gaping pussy above her and could watch as Rob worked at it. While she watched, she gently teased and sucked at Rob's pulsing cock, being careful not to be too rhythmic and make him cum. She knew that there was more to come for her if she played this game right. "Let me cum on your cock" shouted Susan. Rob, still on his knees, pulled his cock from Karen's grasp and held it up for Susan. She promptly impaled herself on it and began to ride it up and down. Rob had Susan's full breasts & puffy nipples bobbing in front of his face. He grabbed them and began devouring the tender nipple flesh. He sucked one and then the other as if he was trying to draw milk from them. From Karen's vantage point directly behind Susan's bobbing ass, she could see Susan's pussy gliding smoothly along the shaft of Rob's cock. The wetness of her juices were all over his cock as she slid up until the head nearly popped out and then slid back down until he was fully buried inside of her. Karen reached over and began to gently squeeze and massage Rob's swollen balls. Karen was playing with her own pussy at this point. She needed more and she was going to get it one way or the other. After a few minutes of this Susan was cumming. Cries of release were coming from her and she was thrusting her hips hard against Rob. This seemed to go on for nearly a full minute and then it was over. Susan got off of Rob. "Did you manage to save it?" she said. "Yea, Baby" said Rob. Somehow, Rob had managed not to cum himself and his cock was now swollen and red with the head now almost purple. It glistened with cum from Susan. Rob was breathing hard with the effort to control himself. He wanted to save it for the Redhead. Susan reached down and grasped Rob's cock in her fist. "If you want this you'll need to lick it clean first" Susan said to Karen. "Then he's going to fuck you". Karen wanted this more than anything. Rob sat back against the headboard and Karen grabbed his cock away from Susan. On her knees, she began to lick all of Susan's glistening cum from the shaft and then sucked and licked it from the head. She held the head in her fingers and licked her way down to his swollen balls which were also wet with cum from Susan. The taste of Susan was pleasant. Kind of musky and sexy but very slick and smooth on the tongue. Rob was holding her hair out of the way so he could watch her. The head of his cock looked like it was about to burst. Rob pulled her head away. She could see the urgent look on his face as he moved away from the head of the bed and positioned himself between her legs with his throbbing cock in his hand. Susan moved over to him and grasped it about two inches behind the head. She slowly guided it towards Karen's waiting pussy. Karen could feel the head of his cock make contact with the gaping lips of her wet pussy as Susan moved it up an down to coat it with her cum. Then the head was inside of her, opening her up and entering her a little bit at a time. Rob was trying to be careful so as to control his orgasm but he was struggling. He stroked in and out of Karen's pussy until finally he thrust himself all of the way in and his balls were lying against her beautiful ass.. Susan watched all of this closely and as Rob began to thrust again Susan began to rub Karen's clitoris with her fingers. A couple of times she dipped her fingers into Karen's cum or wiped it from Rob's cock so that she could apply slick but delicious strokes to Karen's clitoris while Rob's cock drove in and out of her. Then, she made Rob lean back so that she could lean down and licked at Karen's clitoris while Rob fucked her. Susan's lips and tongue teased at Karen's swollen clitoris while Rob's smooth cock worked deeply into her. Susan began to lick at just the spot where Rob's cock was entering Karen. She would alternate between licking along the shaft of Rob's cock as he withdrew from Karen and licking the clutching lips of Karen's pussy. This was too much for Karen. The feeling of this thick cock stabbing into her along with the licks and kisses of this strange woman caused her to lose any control that she might have had. She started to cum and could feel the contractions beginning. Rob's cock was deep inside of her and she began to make her pussy work at it. She wanted to make him cum inside of her. Rob felt the grasping at his cock and lost control at the same moment. This pussy was so soft and unbelievably wet. He slammed his cock deep into Karen as the first jet of hot cum spurted from him. Karen felt this and it increased the intensity of her orgasm even more as Rob was grunting and shot several more spurts of thick cum into her. Karen was beside herself with pleasure and slammed her hips into Rob for all she was worth. She was going to get every drop out of that pumping cock. She would drain him dry. Then, it was over. Rob was laying on top of her and Susan had, somehow, gotten out of the way during the orgasms. Rob pulled out of Karen and she could feel his cum along with hers seeping from her pussy and starting to run down towards the sheets. Susan moved quickly and grasped Rob's mostly hard but fading cock in her hand. She pumped it from the base to just under the head several times and a large dollop of white cum appeared at the tip. She reached out with her tongue and licked this off and then slid her lips at least halfway down the shaft of Rob's cock and pumped it with her hand to see if there was anything that she might have missed. Rob was moaning and jerking and trying to get away. He was over-stimulated by now and the feel of her mouth and tongue was just too much. Then Susan turned her attention to Karen's pussy. It was gaping open from the intense attention that it had received from Rob's thick cock. It was covered with the combined cum that the two of them had made and a rivulet of Rob's thick cum had started to seep out of Karen's pussy, mixed with Karen's own juices. Susan needed to have this and quickly positioned herself between Karen's legs again. She licked up the stream of cum that was flowing from Karen's swollen and sopping pussy and then shoved her fingers inside to draw out whatever might be inside. She licked this off of her fingers while Karen watched her every move. Karen shuddered and stared. Karen couldn't believe her eyes. This woman was eating her cum mixed with that of her own boyfriend. This was incredibly erotic and Karen was totally into it. She could feel the excitement building within her again. She couldn't stop herself as she began to feel the pleasures of orgasm welling up within her just one more time. Then, she was cumming - hard and strong. Her vagina was contracting and she could feel more of her hot juices being pushed down to Susan's waiting mouth. Karen's orgasm had the full effect of expelling whatever was left of Rob's cum from her along with a generous amount of her own warm fluids. Susan wasted no time at all in employing her lips, mouth and more than a little suction to consume all that came from Karen's steaming and twitching pussy. She licked and sucked at the pink, tender flesh until the cum finally stopped flowing. By the time that she was done, Karen was as clean as could be. She was also as satisfied as she could be. Afterwards, the three of them relaxed and talked a bit. They made sure that they exchanged phone numbers and promised to get together again some time. Karen didn't know if that would really happen. What she did know is that she had lived out a lifelong fantasy and that it was terrific. Maybe once was enough. We'll see.