Fascinated

There were very few round the pool that morning. Steph and Steve were on their first overseas holiday together. They had been going out for over nine months but had only been having sex for two of those. Both had been virgins, with very limited experience, when they met. Steve loved their lovemaking but was not confident to try anything very adventurous. Steph was happy enough, as after the first couple of occasions she always experienced an orgasm. Her best friend said that she should consider herself lucky as many women struggled to ever orgasm. It was their first day and they sat on sun loungers soaking up the sun. Steve was looking forward to their time together and hoping that there would be plenty of lovemaking.

They both noticed a very attractive girl approach them and sit on the lounger next to them. It was Steph who was shocked as the girl slipped her bikini top off before settling back. This left her wearing only a very small thong, covering almost nothing.

Steph was deeply disturbed by the topless girl next to her but more disturbed how she could not take her eyes off her boobs. She admitted to herself that they were beautiful but it was the nipples that she kept being unable to look away from. Steve loved his view but managed to be far more discrete about getting an eyeful.

After a few minutes the topless girl (Jan) took a very quick dip in the pool and returned to her sun lounger. She was fully aware of the effect she was having on the couple, particularly Steph. She was also fully aware of the effect the cold water had had on her nipples. They were no longer large and erect; they were now hard, huge and very erect. She introduced herself to the couple smiling kindly as they both tried very hard to look at her face not her boobs. As she made small talk with them she sat up on the side of her lounger facing them. The young couple were stunned by her near nudity but this ramped up dramatically as she squeezed suntan cream onto both hands and applied it to her boobs. This was no functional attempt to stop the sun burning her. She applied the cream circling her hands closer and closer to her very enticing nipples. When she finally made contact with them she pulled squeezed and played with them none too gently. With a glance over to the amazed young couple she sighed deeply and lay back down.

After another half an hour Jan took another quick dip and returning to her lounger picked her towel and small bag up. She approached Steve's lounger and knelt down with her back to Steph.

"Tell Steph that I am going to my room, number 121. She is clearly fascinated by my nipples so tell her I would be delighted to have her suck on them like a baby. You are very welcome to watch although I am not offering to let you join in. An audience can sometimes be fun."

He was so stunned by what she had said he was barely able to take in the fabulous view of her nearly naked bottom as she walked away. Steph did notice the view but was very keen to know what Jan had said. Steve was not comfortable repeating what had been said but decided he could not make anything up that sounded believable. Steph was upset that Jan had spotted how hypnotized she had been by her nipples.

"I must go and apologize to her I must have appeared very rude."

This was not the reaction Steve had expected and he was puzzled as to why his girlfriend felt a need to apologize. He started to challenge her decision but held back as he thought that by doing so he might miss out on getting to see those wonderful nipples again. He was certainly not disappointed as having checked who was knocking on her door a topless Jan welcomed Steph with a huge smile. Jan ignored Steve as she ushered Steph into her large room.

"I am so pleased that you have taken me up on my offer."

"No, no you don't understand I have come up to apologize to you, I did not mean to be rude."

"Are you sure that is why you are here? Even if it is there is no need, as I loved the way you looked at me, well more looked at them really. Steve go and sit over there I think I have a treat for you Steph."

With this Jan sat herself up at the top of her bed, with her back supported by the headboard, and indicated that Steph should come over to her. It never occurred to Steph to do anything other than comply. Quickly she found herself lying across the large bed with her head in Jan's lap. Jan ran a hand through the short curly hair on Steph's head and massaged her scalp before saying,

"There that is nice now I want you to take a nipple into your mouth and suck it like a baby would."

"You don't understand I am not a...., not a...., I have never touched another female let alone sucked on a nipple."

"I believe you that you are not gay but I would be amazed if you did not enjoy sucking the nipples that you have spent so much time fascinated by."

With this Jan lent forward so that her left nipple was resting against Steph's lips. The younger girl was stunned by how big the nipple was close up. It reminded her a little of a big raspberry and she was completely unable to resist taking it into her mouth. Unlike a raspberry it was very firm and became harder as Steph started to suck. With a large sigh Jan pulled the head in her hand tight against her boob. She carried on caressing the girl's scalp and held her in place.

Steve was suddenly aware that he had been holding his breath for a long time and had to release it. He tried to do it silently as he did not want to disturb what he was witnessing. He kept as quiet as possible over the next few minutes. Jan did move Steph to her right breast during this time. There was no resistance from Steph who latched on like a hungry baby. She had curled herself up and was lying on her side with her bottom pointing towards Steve.

"Be a good boy and take her bikini top off she looks so uncomfortable there."

Steve realized that if he complied with this request he would be completely condoning what was happening rather than just quietly observing. The use of the word boy by a female, no older than himself, had disarmed him. Steph moved to make it easy to remove the unclipped top. Steve did wrestle with himself, as he was very keen to also slip Steph's bikini pants off as well but decided against it. Steve looked at his young girlfriend and was surprised to see her eyes were open but she appeared to be unable to focus them. He sat himself back down to return to being just an observer or was it a voyeur?

Jan did move her right hand down onto the girl's chest. Steph's nipples were erect but minute compared to hers. She gently caressed the whole area paying attention to the whole of both breasts in a very undemanding way. Steph was moved twice more alternating her attention between the two now nearly purple teats. After the last change Jan moved her hands downwards towards Steph's bikini bottoms. It was unclear whether she was just too far away to reach into the panties but this was not an issue as Steph shifted position so that she was in easy reach. With a smile on her face, that Steve noticed, Jan's fingers found first her clit and then her pussy.

"Oh I am so pleased that you are finding this as arousing as I am. I was worried that I was having all the fun."

The younger girl's legs fell apart as Jan's fingers played gently with her wetness. As her arousal increased her mouth became much more demanding and forceful with the nipples. Jan loved this but decided to move things forward again.

Jan didn't say anything as she removed Steph from her nipple and made it clear that she was to stand up. Steph made no protest as she found herself standing with her back to Steve, next to the bed. Jan sat on the bed in front of her and looked up into the girl's dazed eyes. Taking hold of the bikini bottoms on both hips she eased them down and off Steph's ankles. Next she took the girl's hand and manipulated her to the end of the bed before lying back on it herself and pulling Steph down on top of her. She positioned Steph's head so that her mouth could once again find Jan's nipples and her legs so that they straddled Jan's right leg. This positioned Steph's clit right above Jan's knee. When Jan hooked her left over Steph's right leg the girl was trapped firmly against her knee.

It was clear to Steve, even though he did not have a great view, that his girlfriend's hips very quickly started to wriggle around very noticeably. Steph looked across towards Steve for the first time since Jan had taken control of her. Her eyes were ablaze with sexual arousal that Steve had only witnessed once in all their time together. He knew that she was looking for a positive reaction from him and his gentle smile seemed to comfort her. There was nothing discrete any more about Steph's hip movement and when Jan tightened her clamping of the girl's leg it was clear that both females were rubbing themselves against each other.

"There's a good girl that feels wonderful. Ride my knee, that's it but move onto my other nipple before you chew that one clean off. Would you like Steve to come over here and help you? He could spank you bottom, fuck your pussy, fuck your bottom or just watch you orgasm on my leg."

"No, no, oh I don't know what I want. It just isn't right I can't cum like this it is just much too embarrassing. Steve I am sorry so sorry. Will you ever forgive me? Please tell me to stop, I cannot make myself stop."

Steve did join them on the bed kneeling behind his girlfriend. He knew he had options but watching Steph grinding herself on Jan's knee was quite enough. In his new position it became clear that Jan was not only pinning Steph down but also using the girl's body to arouse her own clit. Jan's knee was soaking wet as Steph's rubbed herself against it. The sight of her bottom as it tensed and relaxed as she strained to get the stimulation that her body craved threatened to unhinge Steve. He had never seen anything half as erotic and was certainly not going to stop it.

"I would hate to see you stop, even if you could."

Steve was very tempted to caress the bottom in front of him as it fought against Jan's leg pinning her down. Instead he watched as her movement became faster and more urgent. He knew she would cum very soon even before her breathing became ragged and she started to moan increasingly noisily. He was paying little attention to Jan until she said.

"Suck them harder, bite them yes harder bite them ahhhhh."

Jan lifted her head off the bed and looked Steve straight in the eye as her face crumpled as she anticipated her own orgasm. Steph's moaning now became much louder and the thrusting of her hips more urgent. It was unclear who had triggered whose orgasm but Steve was treated to both women having frenzied climaxes wrapped around each other.

When both females calmed down Steve thought that Steph would roll away but Jan had other ideas. She pulled Steph up so that they were now face to face. They each had a leg between the other's legs. After kissing Steph, Jan moved her hands down to the younger females bottom. She pulled it gently apart as she said.

"Lick her Steve, lick her hard and long."

Initially Steve thought he was being offered his girlfriend's pussy but as he bent forward it was only her anus he was able to get to. He loved the idea of licking her ass but was sure she would be horrified by the idea. He was surprised but delighted as far from rejecting his tongue Steph immediately tried to push up to get more of it. Her gasp was one of sexual arousal with no suggestion of concern. The girls were humping each other's legs again although the frenzy had been forgotten, to be replaced by gentle gyrations. Steph alternated between trying to get the maximum arousal from his tongue and her leg.

Steve was very close to having his own orgasm as his girlfriend announced that she was going to cum again. His tongue became buried deeper and deeper into her bottom as she convulsed as if in agony. Her anus relaxed and tensed as her orgasm swept through her. Finally Steph's body lost all its tension. Jan's body was far from relaxed. She had got close to cumming again but had been left cruelly just short. Jan had no intention of accepting this. There was almost desperation and certainly urgency as she addressed Steve,

"Turn her round. I want to be the first female to taste her excitement. I want to be the first female that she tastes. I want to be the first female to cum on her tongue."

Steph was delighted that Jan had not given the orders to her directly. Steve was more than giving his consent. She need not feel guilt. She was quickly lying on top of Jan but now with a face full of pussy and a pussy full of face. Both pussies were swollen and red. Steph panicked as her clit was supersensitive as it always was after an orgasm. Now she was being played with after two orgasms, a first in itself. Jan was experienced enough to arouse the young female without directly touching her clit.

Steph was initially shocked by the strength of the odor emanating from Jan's pussy. Very quickly this shock turned to arousal and she worked to give Jan what her body craved. Steve stepped back and tried to take every detail he could see and commit it to memory. He had never seen anything remotely as exciting as this. But Jan had one more lovely surprise for him.

"Get up on the bed and fuck the living daylight out of her. No her pussy is far too close to my mouth. Fuck her arse, it looks so ready. I bet it would be another first for your beautiful innocent looking girlfriend."

She was correct that neither of them had experienced, or even considered having anal sex together. Both were quietly delighted, if nervous, at this development. Jan did tell him where to find the lube, which he applied liberally to both his cock and her anus. There was some pain initially but quickly the combination of Jan's tongue and Steve's prick had the younger female fully engaged and very aroused. Steve had to be very gentle as he fucked her receptive bottom. This was because he was so close to cumming that any urgent movements would have ended things very quickly.

Steph's inexperienced mouth and tongue took very little time to bring the older woman to her much needed second orgasm. It owed much more to Jan's vision of the innocent girl than her tongue. Much more to the fact that she knew it was the innocent's first experience of another female. It was a feeling of dominance that aroused her so strongly that she was helpless to resist cumming hard, something that she had no wish to resist.

Steph was delighted to watch and experience the orgasm. Steve's cock in her arse was exciting places she did know could be excited. She wanted him to fuck her harder, much harder. Having told him as much, with no noticeable change, she took control and pushed back to get the added penetration she was demanding. When he announced that he was going to cum deep inside her the extra depth of his penetration triggered her to cum yet again. This time it was short but violent leaving her briefly unable to breath.

Nothing was said as the three of them slept for over an hour. Steph was between Steve and Jan who cuddled her naked body. When they woke Steph was embarrassed and as shy as she had been much earlier. Jan knew that she wanted more much more of this young innocent. Over the following days she would have more, much more of the young but less innocent girl.

Chapter 2 to follow soon. Jan's dominant girlfriend joins in.