Poolside

He put on his swimsuit, grabbed his towel and headed out to the pool. While on his rounds he looked through the window on the door to the indoor pool and spotted her towel laid out on the tile. They met usually once a week to get in some laps and talk about life. They'd been doing it since he began working as the gym's night watchman. Technically he wasn't supposed to let anyone else in at night but there was an unspoken agreement between all of the maintenance and security personnel that it didn't matter as long as nothing was missing, broken or dirty in the morning.

She had been his best friend for years. These swimming sessions were perfect for them both, it gave him company for at least some of the night and she got a chance to exercise a little each week and they both got to meet without having to go somewhere where they would be inspired to eat.

As he left the changing room she was finishing a lap. This also wasn't uncommon. She usually got to the gym about ten minutes before it closed and went straight to get changed into her suit. As soon as security had checked the pool and changing rooms (she'd been instructed on the password to acknowledge her unofficial right to be there) she would spread out her towel and start swimming laps. He would confirm that the building was empty, check all the doors then join her in the pool. They would swim for as long as they needed to release a week's worth of tension then lay on their towels and talk about life. It was the happiest and most content he would be all week.

Today he noticed her single piece bathing suit, the dark blue emphasizing her smooth light skin. Like most of it's kind these days there was almost no back to it. The straps appeared at her shoulders, merged with the front along the side but did not come together until scandalously close to the top of her firm butt. The rear cut was almost as revealing, it reminded him of the half step between a bikini cut and a thong. He preferred single piece suits to bikinis as they left more to the imagination while still revealing everything the woman had to offer.

He shook those thoughts from his head. She had a boyfriend, and even if she didn't she was his best friend and he wouldn't risk that relationship. She reached the nearest side of the pool and put her hands on the edge to steady herself.

"Everyone gone?"

"All locked up." He replied cheerfully. This too was their traditional greeting. She shifted her weight and used her hands to pull her half way out of the water. He tried not to stare. Her breasts were resting on her crossed arms, accented by both her suit and the position. He never had been able to figure out if women were conscious of the fact that they emphasized their breasts when they crossed their arms under them. Usually he was certain they were but it wasn't her style to flaunt her body. She was usually too self-conscious about it.

He wasn't sure why he was thinking along these lines tonight. It had been years since he'd entertained serious romantic thoughts about her. Perhaps it was because it had been a long while since he'd been laid. 'Too long'. Perhaps it was simply the way the front of the suit cut so low that he was sure her areola were only just out of sight.

She patted the tile next to her. He shook off his thought once more and moved over next to her. He sat down, his knees at the edge of the pool, his feet dangling in the warm water. As she turned to face him he realized the advantage of moving closer was that she was no longer inadvertently thrusting her breasts forward. He could still see them, but they were comfortably distorted by the rippling water.

"We broke up." He barely heard her. It took his mind a second to translate the mumbled sentence. "We've both been denying it, but it's really been over for a while now. We just didn't have the courage to admit it."

"You want to talk about it?" She shifted her gaze to meet his briefly before lowering it again.

She had a bemused look on her face. "Not really. Let's talk about something else." She swam a little closer to his knee, still refusing to meet his eyes. "We could talk about bathing suits." Her eyes flicked up to meet his briefly. She noticed his confused look and smiled. There was something almost feral about her smile. "What kind of suits do you like? Do you like mine?"

She swam straight backwards a few strokes. With a strong kick of the legs she lifted her torso out of the water briefly before being dunked. When she resurfaced she was even closer to his knee. Water ran from her hair and skin, emphasizing the soft curves of her face. He was acutely aware of how close she was. Something was definitely different tonight. He could feel his groin beginning to heat with a rush of blood. He would need to get into the comfortable anonymity of the pool soon if this continued. For the first time he was glad she wasn't meeting his gaze. She would easily see his embarrassment, and probably his arousal, if she were.

"I like loose bathing suits on men though." He started to nod in understanding when suddenly it hit him why she was looking down. She had been staring up the leg of his suit since he sat down. His knees snapped together. She swam so close he could feel the ripples from her treading water. When she looked up he knew her smile was feral. "It wasn't just the fading passion you know. The reason I broke up with him. There was something else."

His heart was racing. He couldn't allow what she was implying. He couldn't risk everything. His heart might be divided but his brain knew it couldn't go further. Unfortunately his body disagreed completely, as was beginning to become evident through his loose trunks.

She smiled hungrily at the sight and moved even closer. Her ample, curved breasts pressed slightly against his legs, allowing him to feel her hardened nipples through the thin fabric. She placed her hands on his knees, running them slightly along the inside of his legs. He grew a little more.

"We shouldn't," he stammered. "We're great friends but..." she put a finger to his lips to silence him. This motion caused her to shift slightly out of the water once more. This time the fabric of her suit dragged against his knee and caused the suit to pull back slightly exposing more of her perfect breast then he had ever seen. When he grew quite a bit more she was openly staring at it, a very hungry look in her eyes.

She brought her hand back down and noted the exposed nipple. Her eyes flashed to meet his. She smiled and used the same hand to tug slightly at the waist of the suit. The extra tension caused both of her breasts to leap halfway out of the suit. He was now fully hard.

Hands on his knees she pushed slightly on his legs. Initially he resisted until he realized that his heart was now in full agreement with his body. The tension drained from his legs as she spread them wide and moved right to the edge of the pool. Her face was now only an inch away from his engorged member. She had positioned herself so that she could look up and see both his face and her desire at the same time. She smiled at his confusion then leaned forward and kissed it lightly through the fabric.

He could feel extra blood rushing into his sex. His body was trying to enlarge it once more only this time the blood was straining against the limits of his skin. She wasn't helping the situation any, dragging a finger up the inside of his thigh until she reached the bottom of his trunks. Her other fingers flicked out, shifting aside the obstruction, and she slid her entire hand slowly up the inside of his leg.

The fire in his loins spread quickly to his hips as she reached out, underneath the fabric, and began to message the base of his testicles. His heart was racing and his breath had become shallow. He was now leaning backward heavily, braced by his arms. The expansion of his arousal forced his head back and a gasp to escape his lips.

Once he managed to control his breathing slightly he looked back down at her, his best friend, to see the gleam in her eyes and a grin spreading across her face. Slowly, and without stopping her message, her other hand came over and slid the leg of his swimsuit up until it caught on his erection. She moved it a little further, revealing the current object of her ministrations, and leaned forward again. Gently she put her mouth to the base of his testicles and sucked, flicking her tongue against the portion caught in her mouth.

He gasped again as a shudder ran through his body. Every nerve in his body was warm and his skin was sensitive even to the slight breeze drifting through the room. While her mouth was occupied she used both hands to untangle the bathing suit from his erection. As soon as the fabric was clear she gently grasped his shaft with both hands.

Suddenly she pulled back quickly. Her eyes were wide as she gasped in surprised pleasure. He'd been told he was good sized, and had even commented that to her in passing, but apparently she hadn't realized it. Her hands had released his member almost immediately so that she could fully appreciate what she had loosed. Her grin once again turned feral and the hunger returned to her eyes in force.

Before he realized what was happening his body surged with pleasure. Her hands grasped at his inner hips as she lunged forward swallowing his engorged member to its base. The pressure from her lips at the base combined with the pressure from her throat at the tip sent him reeling, causing him to collapse from hands to elbows. She seemed to regain some control over herself and pulled her head back, halfway up his cock. The action caused a greater shudder to course through him threatening to spill him onto his back. When he looked down she met his eyes, the wicked gleam had returned to them.

Her hands flashed out, causing her to loose her lift and sink. Now she not only had him fully covered but she was pressing slightly on his balls. His body shuddered violently even as he discovered the course of her hands. She grabbed his hands and pulled, causing his elbows to slide on the wet tile and sending him crashing onto his back. He didn't feel the impact, his body was awash in ecstasy.

Her hands moved back to his pelvis. Her arms lay along each leg. She lifted her body forward and up while her thumbs began to trace circles on his package. As her mouth slid up his sex she left it dripping with saliva. Using her arms for lift she could now move her hands and began sliding them up and down underneath her mouth. Every other repetition she would remove her hands and fully engulf him.

His breath was short. His body was now shuddering constantly, and only the fact that his knees where over the edge of the pool was keeping his hips from thrusting wildly. His balls felt swollen and he suddenly felt blood pulsing erratically in his penis. "You should stop. NOW."

She stopped for a moment on the down-stroke while his head was deep in her throat. Her eyes met his in understanding. She had just enough time to pull free and he wouldn't explode, a few more and he would. Her eyes twinkled even more fiercely. "Mmmm-mmm" she murmured, her mouth full. Blood pulsed faster as the vibrations stimulated deep into his overly sensitive flesh. She shook her head slightly in confirmation of her intentions, even before noticing the effects her attempts to speak had rendered.

Quickly she opened her mouth fully and pulled all the way back, without so much as touching his cock. She waited for the pulsing to subside, occasionally dripping saliva on the head of his penis. The spit glided down his shaft and collected at her hands. She had moved them to the base of his member and simply wrapped her thumbs and forefingers into and "O". After what seemed like an eternity to him she slid her hands back up his erection, lubricating it once more with the collected saliva. Seeing something she approved of she nodded once more.

She leaned forward once more and her mouth followed her hands as she slid them back down his shaft. She took the entire member in once more before stopping. He felt the edges of her mouth shift into a tight smile and he wondered what she had planned. He found out a moment later as she began to hum tunelessly. Sensation exploded through him as the vibrations seemed to reach every erogenous zone in his groin. Now she was moving her head back up to the tip, continuing to hum. He lost control of his muscles. He twitched and shuddered as she went all the way back down. She continued to hum as she moved her head until only the very tip was in her mouth then all the way back down where he could feel her throat constricting.

"St...st...s...sto..." but he couldn't control his breathing enough to finish a simple word. His penis was twitching madly within her mouth. Just as he knew he was about to climax an absurd thought occurred to him. 'I'm going to have to figure out how to strain cum from the pool!' Then the world went black as his eyes crashed closed. Every nerve, every muscle, every sinew in his body exploded into ecstatic sensation. The pressure in his groin emptied as he erupted into her tightened mouth.

He'd had blowjobs before and expected her to simply stop once he finished, but she didn't. Now he knew what the gleam had been. She sped up her ministrations as her hum got LOUDER. He writhed on the floor. Somehow she continued to take his entire piece into her mouth, though she now only raised her mouth the edge of his head. He lost all sensation of time as his body jerked and spasmed in the purest pleasure he had ever known. Minutes passed though to him it was an eternity.

He began to wonder if he was going to pass out when finally she stopped on a down-stroke. She waited until his body had relaxed and slowly pulled her head up. His body twitched again and he felt the corners of her lips tighten in that smile. She had found a new exquisite way to torture him. This was short lived by comparison as his body grew accustomed to the pauses and his excitement diminished between each torment.

Finally she pulled her head back and he didn't shudder. She pulled herself clear and swam back a few feet gazing in wonder. Meanwhile he managed to drag his weak body back into a full sitting position. He looked down, his dick was still hanging slightly out of his suit but he found two surprises; the first was that he was still partially erect, the second that there was no sign of his orgasm. His eyes grew wide and flew to her, his best friend.

Her tongue poked out between her lips and began to trace them, leaving a slight amount of white cream as they passed. She closed her mouth and swallowed before speaking. "I've never gone that far before."

He looked at her, his eyes still slightly glazed. "I've NEVER felt like THAT before." His old, self-conscious best friend smiled in embarrassment as she quickly swam over to the ladder.

As she began to lift herself out of the pool she looked at him. "We should talk about it." As she pulled herself up the ladder water poured off of her body causing blood to flow where he shouldn't have the energy. Now he could see the full effect of the single piece bathing suit and his member engorged again.

The bottom of the suit was little more then half an inch wide where it covered her treasure. The hips were cut very high and seemed to wait until the last possible second to flair out to cover her sides. The effect of the lower part of the suit was to demonstrate how completely she shaved and silky smooth skin flowed underneath it. When out of the buoyancy of the water her breasts settled slightly and the suit clung even more closely to them. Although she had readjusted her suit at some point to cover them, he could clearly see her nipples and areola through the wet fabric. He wondered if she was as turned on as her breasts implied. After all the water was warm and the temperature in the room was intentionally kept even warmer.

He managed to crawl over to the towel and collapsed next to it as she walked over and stood above him, dripping on the towel. He had a near perfect view and found himself wondering what the slight cleft in her suit truly looked like. He was so focused on her crevice that he was startled when her perfect breasts leapt free of her suit. He glanced up, her nipples and areola were both swollen. Again he lost himself even as her arms were dragging the suit down, exposing more of her perfect form. He couldn't catch up. He found himself lagging a couple of inches behind the suit as it slipped down and off her body.

When all that was left was the thin vertical strip covering her groin she stopped. His eyes managed to catch up to the suit by the time she kicked him lightly. His eyes flashed towards hers in confusion. Her eyes flicked briefly to the towel below her a couple of times before he caught the hint and shifted position until he was lying on it. Her smile broadened as she let the suit fall away from her.

As she stepped out of the discarded clothing she placed a foot on either side of his body. As she dropped down to her knees, straddling him, he realized that she had placed some form of padding beneath the towel. It became perfectly clear this whole evening was no chance encounter between them.

His eyes were now inches away from her prize. As he leaned forward his nose told him that not all of the moisture between her legs was from the pool. His arms came up to grab her naked hips and he pulled himself into her warmth.

She moaned slightly as his tongue parted her lips and found it's way into the edges of her recess. He removed his tongue as his mouth found its way forward. He used his tongue to find the perfect spot, but rather then increase the pressure and speed, as he knew women wanted, he sucked it into his mouth. She gasped and her body shook within his arms. He'd met all of her boyfriends and knew none of them would ever have thought to do this to her. Heck, most of them rarely went down on her at all.

He sucked gently and in rhythm. Her shudders grew more frequent as her gasps turned into moans. Now that she had become accustomed to the feeling, somewhat, he pulled back his lips slightly, letting her clitoris drag between his teeth as it was drawn into and released from his mouth. Her moans grew louder and more drawn out and her legs began to twitch. He waited once again, continuing the process. In, out. In, out.

He knew she wouldn't become accustomed to this. Eventually it would send her over the edge, but he had more to teach her about pleasure. The next time he sucked her into his mouth, dragging lightly across his teeth, his tongue flicked and caressed her. She shuddered violently as her legs gave out driving him onto his back, pinned by her beautiful warmth.

He smiled, having known this would happen, having counted on it. The added pressure of her weight pushing against his face turned her moan into a squeak. He continued to suck and tongue her, lifting his head slightly to add even more pressure.

She reached a shaking arm back and groped for his manhood. Her eyes flew open when she finally gripped it and found it well swollen once more. He wasn't fully hard but the warmth of her pressing against his face, the smell of her flowing lust, and the vicarious enjoyment of her budding orgasm would soon cure that. She tried to rub him but her lack of muscle control turned it into a coarse jerk. He shook his head and murmured "uh-uh" while still sucking and flicking her. As had happened with him the sound tore into her nerves and she screamed in pleasure.

He moved his head down slightly, shifting his arms tighter around her hips. She gasped for breath during the brief reprieve but he was only changing positions. A moment later his finger pressed where his mouth had just been and his tongue darted as deep within her as he could reach. She screamed in pleasure, she arched backwards and her arms shot straight back. His own sex pulsed in anticipation.