Rae has been my best friend as long as I can remember. She is from a well-off family with a swimming pool and we were inseparable as we were growing up. We often had sleep-over's at each other's home and spent many hours discussing sex in all its mysterious variations, at least from our inexperienced perspective. We had both long agreed that her father, Rob, was just about the sexiest man imaginable and he was devoted to Rae and by default to me. I began to fantasize about him, wondering if he might be peeking down my top or checking up my skirt, but I never actually caught him doing it. While lounging around their pool I sometimes found myself wondering if he was scanning my body from behind his sunglasses and secretly began to hope he was.
At school and around my friends, I found myself being more casual about leaving my legs spread and bending over a little more to allow better views, if anyone happened to show interest me. During our high school years I developed much slower than Rae but by the end of our senior year I began to catch up, then almost overnight lost my baby-fat and felt I had finally developed a woman's body instead of a girls'. I'll admit I became pretty impressed with myself and enjoyed all the attention I was attracting from the boys.
The summer before we were due to leave for college, both Rae and I celebrated our birthday by driving across the state line to where the legal drinking age was 18. We got really hammered and just barely made it home safely, probably one of the dumbest things we had ever done together. When we admitted it to Rae's parents the next morning they were understandably mad at us and insisted that in the future if we were going to drink, we do it at home and stay out of cars and off the highway. From then on they treated us like adults and we felt totally grown up and comfortable around them, even sharing a glass of wine at dinner or having a couple of beers during their barbeques.
As that summer wound down and we prepared to go off to college, Rae invited me for one last sleep-over. The weather had been gloriously warm and we spent all day by the pool, feeling free to raid her dad's supply of beer more often than we probably should have. Knowing it was the last time I was going to be seeing him for a long time and definitely feeling the effects of the beer, I became even more flirty than usual. I deliberately began to tease him, but always making it look accidental. Of course Rae was well aware of what I was doing and could barely contain herself from giggling. When I rubbed suntan lotion on my chest I let my bikini top slip down enough to almost expose the tops of my nipples and then I would take my time pulling it back up until I knew he had the opportunity for a good look.
When Rae said she was going inside to get us another drink, she winked at me and whispered that she would take her time. Soon after she was gone I asked Rob to come over and rub some suntan lotion on my back. He jumped up as I turned over onto my stomach and sprawled out on the chaise lounge, reaching back and casually untying my straps for him. I crossed my arms in front of me and used them as a pillow—knowing full-well it would completely expose the sides of my breasts. He poured way more lotion than he needed and began spreading it generously from my neck down to my bikini, barely skirting the crease of my ass before sliding back up along the sides of my ribcage to my shoulders. Each time his hands came closer to my breasts I would sigh and raise up slightly, just enough to make him wonder if I was doing it deliberately or not. He was definitely getting excited—I could feel his hands trembling slightly and I'm sure he knew I was getting turned on, too. I felt a rush the first time his fingers actually brushed along the sides of my breasts and I let out a low moan, but before he could touch them again Rae came out of the house and he quickly shifted his attention to the backs of my legs instead. Nothing more happened that afternoon although I could feel the tingling thrill of his fingertips on my breasts all day. That evening we all shared a bottle of wine at the family dinner, watched a couple of old movies on TV and went to bed quite late.
I woke up in the middle of the night and couldn't go back to sleep. I slipped out of bed quietly so as to not wake Rae and went to the bathroom, then on a whim wandered down to the family room. The door was slightly ajar and there was a light flickering from the TV, but no sound or other light in the room. Thinking we might have left it on by mistake, I pushed the door open silently and walked in to discover a soft-core porno flick playing on the TV and Rob sprawled out on the couch with his pajamas spread wide open, slowly pumping his hard cock. His eyes were glued to the screen and he didn't notice me watching him as I stood there, shocked but fascinated by the scene before me. It was the first time I'd ever seen a live man jacking off, even though I'd watched it on web-sites and had even played with a couple of my boyfriend's cocks. I must have made some kind of involuntary noise because he suddenly looked back and saw me standing there. He jumped up, pulling his pajamas together and stammering, "Oh my god, Sylvia. I'm so sorry."
I managed to mumble something inane like, "Uhh, that's okay . . . it's my fault," and hastily backed out and returned to the bedroom. I crawled into bed next to Rae and lay there listening to her sleep, my heart pumping like crazy. I was so excited and horny it was all I could do to keep from masturbating, but I was afraid I'd wake her up if I did. I lay there most of the night thinking about Rob, replaying in my mind what I had seen and wondering what we would say to each other when I saw him in the morning.
When Rae and I walked into the kitchen for breakfast he was sitting at the table drinking coffee and Rae's mom sang out a cheery, "Good Morning. How'd you sleep, girls?"
Rae just said, "Okay," and I glanced at Rob before I answered. I could see the fear in his eyes and knew I had him 'by the balls,' so to speak.
I looked at her and said, "Great!" Then I looked right in his eyes and smiled broadly and added, "And I even had a wonderful dream." The relief on his face was obvious and he even managed a faint smile back.
Later that year when I was home from college on Spring Break, Rae invited me to stay over again. It was the first time I'd seen Rob since that exciting night and I had never told her about what I had seen her dad doing. We giggled for hours after going to bed, getting caught up on all our secrets too personal to have shared via email or phone, discussing our dates and boyfriends and our respective colleges. We'd both lost our virginity since we last saw each other so we had lots and lots of titillating stories to share. We awoke late Saturday to find an unseasonably warm day and while eating brunch Rae begged her dad to open the pool early for the season. He was reluctant at first, saying it was way too early, but since he could never say 'no' to either Rae or me he finally relented. I had a sneaking suspicion that the chance to see me half naked by the pool again weighed heavily into his decision, too.
Late that afternoon he came to our room and told us the pool was ready for us to jump in. I blurted out that I hadn't brought a bathing suit and he just shrugged and told me to borrow one of Rae's. She quickly agreed and said, "Sure, no problem."
I shrugged my shoulders and said, "Okay, why not? We'll be right out."
Rae reached into her drawer and pulled out a couple of bikinis and quickly started to undress. She grinned naughtily when she handed one to me, saying it was pretty old but it would do the trick. Because I needed to go to the bathroom before changing, I didn't pay any attention to it and by the time I got back to the room she had gone out to the pool.
