Everything had changed between Kelly and I. In a few short days on the road our decade-long platonic friendship had rapidly evolved as her love of exhibitionism also gathered pace.
Just hours earlier she had ordered me to help her masturbate in front of more than 20 men at a pool hall in a mall. Then she had given me an exquisite hand job and taking my cum load in her mouth in the back of our car.
I was desperate to know how she saw this all developing but, as had become the pattern after her brushes with public exposure, she was in no mood to talk about what had gone on. In fact she almost seemed to have blocked it from her mind completely as we continued on our aimless journey.
We had eaten at a roadside diner and then hit the highway again with me driving and her either dozing off in the passenger seat or making small talk about the scenery.
My head was spinning with thoughts and struggling with the growing realisation that I wanted much more from Kelly than the friendship we had enjoyed for so long. But I did not want to push her so kept quiet and waited for my opportunity.
Kelly had just awoken from her latest brief nap as we entered another fairly non-descript small town. It was dark by now and soon we would need to be looking for a place to stay.
"What time is it Phil," she asked with a yawn.
"Around 9," I replied. "We probably better find a motel here or we'll end up sleeping in the car."
"Stop!" Kelly yelled suddenly.
Startled I hit the brakes and the car jolted to a halt.
"What's wrong?" I said.
Kelly looked at me with that smile again and said, "Nothing. I'm getting that urge again and I think I've just seen the perfect place for it."
I knew full well what she meant and felt my heart-rate start to pick up in anticipation. Now wide-awake, Kelly pointed to a basketball court where four men were shooting hoops under the floodlights.
Parking the car around 250 yards from the court I turned to Kelly and asked, "So what have you in mind this time?"
"Oh come on now Phil. It's far more fun if I don't tell you and just let you find out. Plus I actually don't know myself," Kelly said with a giggle as she checked her hair and make-up in the mirror.
"I know Kell. It's all about spontaneity," I replied.
"You got it," she said with a grin as she opened her door and got out of the car.
I followed suit and joined Kelly at the kerb. She had not bothered to put her bra back on after the mall and the cool night air combined with the excited anticipation of some more exhibitionism had left her nipples poking prominently against her flimsy blue summer dress.
"I'm getting wet already;" she said, "Good job I left my panties off or they'd be getting soaked."
I gulped and could feel my dick hardening once more inside my pants. My friend's liking for exposing herself was becoming almost as addictive to me as it clearly was to her and I craved to know what she was planning.
We made our way over to the basketball court. As we entered through the gate in the high fence that surrounded the court, the men halted their game. All four men were in their late 20s to early 30 and all seemed pleased to see the attractive blonde who had interrupted their game.
"Hi there. Can we help you?" one said.
"We were driving by and wondered if we could join your game," replied Kelly.
The men looked at each other and all nodded. "Sure," said the man who had greeted us. "I'm Tony and this is Carl, Tom and Calvin."
"Nice to meet you boys," Kelly responded. "I'm Kelly and this is Phil."
"Hi," I muttered.
"Ok," said Tony. "How'd you wanna do this?"
"I'll join your team and Phil can be on the other. Is that ok?" Kelly replied. "I know I'm a girl but I'm a good player I promise," she added with a sly smile.
"No problem," said Tony.
"Excuse me but you aren't exactly dressed for basketball," commented Calvin.
"You're right," said Kelly. Turning away from the men she bent over at the waist and undid her wedged heeled shoes kicking them off in turn. I could see the men checking out her butt which was peeking out beneath the hem of her dress as she did this.
Her shoes removed, Kelly walked up to Tony with her 34d boobs swaying gently against her dress with each step. She took the ball from his grasp and went to take a shot at the hoop.
Just as she was on the point of releasing the ball she stopped and faced the group. "You know what I still don't feel comfortable," she said tossing the ball back to a puzzled Tony.
With that she reached down and took hold of the hem of her dress. She slowly lifted it up revealing more and more of her naked body that lay underneath the material.
First her toned thighs came into sight, then her silky smooth pussy followed by her flat stomach and finally her glorious boobs with their large nipples that were standing to attention in the centre of her dark areola.
With a final tug, she pulled the dress off over her head and casually flung it to the side of the court. One of the men whistled while the others stood in stunned silence.
Kelly walked right up to Tony and retook the ball making sure to brush her boobs against him as she did so.
"Let's play then guys," Kelly said taking a shot that missed the hoop by some way.
"Uh Ok," mumbled Tony retrieving the ball but keeping his eyes firmly fixed on the naked blonde beauty a few standing yards from him.
In an almost surreal way a game of sorts then began although the two men on my team seemed far more interested in marking Kelly as closely as possible than in making baskets.
We had been going like this for a couple of minutes when Kelly stood still and said, "Time-out."
"What's up?" said Calvin.
"I don't think I'm as good at this game as I thought I was. How about we play a different one?" Kelly responded with a seductively smile.
"What did you have in mind?" said Calvin.