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Three friends confront their desires.


Now, her voice trailed off again, and she had a sort of dreamy, far way look in her eyes.

"I'd never seen a naked man up close before, but I'd for sure never seen a man masturbate."

I was silent...enthralled by the story and her hand...which was now resting right next to her crotch.

"He leaned back on the rock, and stroked himself...his dick grew in his hand, until it was hard and throbbing..."

"Woa," I said..."that must have been hot."

"Oh god it was," she stated flatly. "It made me sooo wet..."

The way she said "sooo wet," caused my throbbing cock to swell even harder, jumping in my shorts.

"As we watched, he jerked himself off...oblivious to anything around him...what was so fucking hot to me though, was that he could have been caught at any moment and didn't seem to care."

"Oh god..." I whispered, moving my hand to my cock again, but this time I left it there. Carrie was lost in her memory, and didn't seem to notice.

"He stood up, and stroked himself right out in the open...he was gorgeous, I mean he was muscular and tanned. I remember being so turned on that it was hard to breathe," Carrie said, her hand now rested directly on top of her own crotch, and she started to press lightly with her palm.

"He spit on his hand, and started stroking his hard cock faster," she went on again, "and.. he started moaning..."

At this point, I was so turned on, that I couldn't help myself. I reached into the waistband of my shorts and started squeezing my own cock as I watched Carrie press and knead at her crotch.

"I remember feeling so horny, so wet...I thought I was gonna cum right there."

I moaned, wrapping my fingers around my shaft through my shorts.

"Suddenly, I noticed Susan was gone."

"Gone?" I repeated...finding it difficult to breathe.

"Yeah, she wasn't standing next to me anymore."

"Where'd she go?" I wondered aloud, running my fingers over the head of my hard cock, inside my shorts.

"All of a sudden," Carrie said, kind of in a surprised tone, "I saw her appear at the other end of the clearing where his clothes were. The guy's back was to her, and she looked over to where I was behind the bushes, and put her finger to her lips, to tell me to be quiet..."

"Oh my god Carrie," I said..."You mean she..."

"Yup," she answered before I finished the question..."she grabbed his clothes, and disappeared with them..."

"Now he was totally nude, out in the open with no clothes at all.." she said. Her hand pressed harder into her crotch, and I noticed her massive breasts rising and falling with her quickened breathing.

Unable to stop myself, I opened my shorts, unzipped them and pulled them, and my underwear, to my knees. My throbbing cock popped free, pointing straight up.

Carrie eye's watched me, but she didn't seem to even notice. I was so turned on, doing this right in front of her for the second time.

"Susan came back with his clothes," she went on, "and dropped them in a pile next to us."

I grabbed my cock, and began to stroke it, up and down, as she told the story. Her free hand went to one gorgeous, heavy tit, and lifted it slightly through her halter top. I almost came right then, and stopped stroking for a second.

"When Susan got back, I had my hand in my pants and was rubbing my clit, watching him masturbate" she said matter-of-factly. "She didn't notice at first, but then she saw me rubbing myself...oh my god...Carrie, what are you doing?" she whispered.

Carrie continued to lift her huge breast, gently, almost unconsciously. Her eyes were alight with lust. I knew she was there again, watching that naked guy masturbate. I stroked my cock, listening intently, picturing the story in my own mind, and eating her luscious body with my eyes.

I pushed my shorts and underwear to my ankles, and settled back into the couch...ready to hear the rest.

"What did you say to her?" I asked, greedily. This was getting good.

"I told her I couldn't help myself," Carrie answered back, now openly rubbing her crotch through her shorts.

"I remember being frustrated

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