A Friend in Need

As I looked from the ocean to my friend Carol, I wondered how much longer she wanted to stay. Our plan had been to come and hunt for guys but there weren't any guys that interested me, although Carol never seemed to tire of pointing out ones I should approach. Walking up to a guy I didn't know wasn't my style. According to her this is why it had been several years since the last time I had sex. I was lost in thought when she suddenly spoke up.

"What about him?"

"Who?" I asked, as I looked around.

"Black shorts, blonde hair," she offered.

"He's a kid," I laughed, "what, you think maybe he's 18?"

"And?" she asked.

"And?" I laughed, "why the fuck would an 18 year old kid wanna see my fat ass?"

"Fat ass?" Carol laughed, "you don't have a fat ass and you know it. You have a real body and I'm guessing that by the time he had you naked in the backseat of his car, he'd be more interested in them tits."

"Oh," I laughed, "you're trying to find my dream date and now we've degenerated to car sex?"

"Dream date?' she kidded, "I thought we were trying to get you laid."

"I think we're looking in the wrong place," I responded.

"You've been saying that for three days," she explained, "I think a guy like that would do you good."

"I'm old enough to be his mom," I laughed.

"Whatever," Carol taunted me.

"I am!"

"What does that matter?" she inquired, "you're sexy and you know it. You work out five days a week and you certainly don't look 35. Not to mention you have the two things a guy that age wants, big tits and a pussy."

"Carol," I snapped, "I'm not that kind of girl."

"Maybe for one day you need to be," she added, "now either you go talk to him or I'm gonna go talk to him for you."

"What? I wouldn't know what to say," I admitted, "and before you get any ideas, I certainly don't want you saying anything to him. God knows what kind of bad ideas you wanna put in his head."

"No bad ideas," she promised, "I figured I'd tell him my friend is looking for someone to get her drunk and show her a good time."

"Nice," I critiqued, "why don't you just ask him if he wants to come back and fuck your friend?"

"I can be subtle," she advised me.

"I don't know," I lamented, as I looked in his direction. He was rapidly moving down the beach.

"Look," she resumed, "how about this. I'll tell him you wanna have a few drinks but I have somewhere to go. I'm sure he'd be into it."

"You're serious?"

"Yeah," she snapped, "all you have to do is have a few drinks with him. I'm sure he'll make a move...I mean look at you," she added, "my guess is he's gonna do whatever he can to get his hands on your tits."

"He's gonna be disappointed when he sees them," I joked as I thought about my large full breasts and how they didn't exactly stand up straight.

"My guess," Carol began in a playful voice, "when you're on your back with your legs open and his cock buried in your twat and he's got them big fat tits in his hands, he's not gonna be disappointed."

"Oh my god! How did we go from having a few drinks to me putting out?"

"Because guys his age can be very persuasive, they have great hands, healthy appetites for sex and foreplay and I know how a woman my age responds to foreplay. If you ask me, twenty minutes after you guys start making out, he's got you naked!" she teased.

"Thanks for giving me some credit," I playfully added, "what, you think because some kid starts feeling me up in a bathing suit that I'm gonna spread my legs for him?"

"I'm not saying it's a foregone conclusion," she corrected herself, "but we're never gonna know if one of us doesn't go after him."

"I can't," I assured her, before adding, "and I don't want you putting ideas in his head."

"You know what," Carol began as she got to her feet, "I'm gonna go talk to him. If you're worried about what I'm gonna say then you better come with me. Its up to you."

"Damn you," I added, as I got to my feet. I didn't wanna do this but I knew if I didn't my friend would tell him something like I was looking to get my pipes cleaned. We began away from our towels, in pursuit of the guy in the black trunks. Carol had us closing at a rapid rate and as we got closer I could feel my heart racing. I tried to tell myself it was from the exertion of hurrying after him but I wasn't having much luck convincing myself. When we were within thirty feet I realized that Carol was actually serious about this.

"Excuse me," she called out and when he stopped after she repeated it we erased the distance in no time. He looked at the two of us as Carol resumed, "what's your name?"

"Scott," he answered as I looked at his smooth chest and flat stomach. In return he looked at Carol and then at me. I was wearing a conservative blue one-piece that covered everything. It did show a little cleavage but it was more how the suit covered it all that got his attention. The tight fitting suit squashed my tits down, making them look even bigger. His eyes scanned both of us from head to toe as Carol resumed, "I'm Carol and this is my friend Cindy."

"Do I know you?' he asked, unsure of why two middle-aged women had stopped him on the beach. My guess was he was out looking for an 18 year old with a flat stomach and firm tits.

"No," Carol answered, "but I was kinda wondering if you wanted to do some drinking?"

"Excuse me?" he asked, caught completely off guard by her question.

"I know this is probably gonna sound weird but Cindy wants to hang out and drink but I have somewhere to be...we saw you walking by and I thought I'd ask if you wanted to hang out and have a few drinks with her."

"Serious?" he asked, as he looked at me again. His eyes studied the bulges in my suit before he turned back to Carol.

"I told you he wouldn't be interested," I offered, "can we go now?"

"Whatta you got to drink?" he asked.

"What?" I asked, surprised by his question.

"I ain't got shit to do," he admitted, "so why not? Let's hang out and have a few drinks."

"I can get you whatever you want," Carol offered.

"Whatta you think?" he asked, while looking at me.

"White wine?" I posed.

"I don't think so," Carol laughed, "you're not going to a cocktail party, Scott, tell me what you want me to get."

"How drunk do you wanna get?" he asked, as we began toward our towels with an 18 year old guy walking between us.

"I'm not much of a drinker," I confessed.

"I am," he replied with a laugh, "so how about you get a pint of Jager, a six pack of red bull and a 12 of Bud Light."

I didn't respond and once we reached our towels Carol said she would be right back. Scott and I sat facing each other and for the next twenty minutes we talked. I learned he was 18 and just out of high school. He learned I was 35, and I'd been divorced for three years. The entire time we were talking I couldn't stop looking at his smooth chest and his abs, especially down by the waistband of his board shorts. I wasn't the only one checking the other out. I felt a little weird having a guy his age admiring my curvaceous build but after we'd been talking for a few minutes it didn't bother me.

"Hey Scott, did you wanna give me a hand with the beer?" Carol asked, when she got back. He nodded and without another word he got up and followed her to the parking area. They were gone no more than a minute before he returned, carrying a small cooler. He parked it behind our towels and took his seat again.

"What time are you gonna come back?" I asked.

"I dunno," Carol answered, "ten...eleven? I'll call you."

I nodded and with that she walked off, leaving me behind with a guy I barely knew. Like we had before the interruption, we resumed talking, passing some time before he opened the cooler. We sipped on our beers, laughed and talked as the beach slowly emptied. After finishing our first beers, I did my first Jager bomb, a mix of Jagermeister and Red Bull. I was not a shot person but the Red Bull masked the taste of the liquor, making it palatable. We did two more shots over the next hour and by time I was ready for my third beer I was loopy. I felt lightheaded and I was giggling a lot as we talked. I wasn't sure if I was drunk yet but after two more shots, there was little doubt. Whatever I thought about this when Carol suggested it, I had to admit I was wrong.

We were both feeling it but the extent of my condition wasn't revealed until I tried to stand. I ended up on all fours laughing like a fool. My laughter got Scott laughing and together we hooted and hollered drunkenly for several minutes.

"Holy shit," I babbled as I laid back on my towel, "I've never been so fucking drunk!"

"Me either," my young friend added, as he leaned back on his arms and looked at the last bit of light draining from the sky. It was good that we both knew how fucked up we were but neither of us took this into account when it came time to have another beer. We'd been drinking for several hours. Despite my drunken state he had no problem convincing me to do another shot. I sucked it down like all the others and with my beer in hand I took a sip.

"Did you wanna go for a walk?" he asked.

"Are you fucking kidding me?" I laughed, "I can't walk. I lost that ability three shots ago!"

He didn't ask me again and the next thing I knew I felt him pressed up against my side only a moment before he began kissing me.

"Mmm," I called out in surprise before going silent. His body was pressed against mine, with a lot of his upper body weight pressing against my breasts. Without thinking I kissed him back. I was feeling no pain and before I knew it his hand was stroking my bare legs. I felt his tongue trying to get into my mouth and after keeping it at bay for about a minute I opened my mouth. It felt like his tongue was down my throat as we kissed wildly. It had probably been twenty years since I kissed like this. I was totally into it. We made out for a while before we had to come up for air. We sipped on our beers and after exchanging lustful stares we were back at it again, this time with me pressed on top of him. I ran my hand over his smooth chest and toyed with his partially erect nipple, as we French kissed. He responded to my advances after a short time. His hand had been caressing my smooth legs softly before I broke off the kiss and moaned passionately as his hand reached between my open legs. I wasn't even aware my legs were open until I felt his fingers pressing my bathing suit against my labia.

He leaned up and renewed the kiss as his fingers massaged my pussy. It felt like a jolt of electricity raced through my body. Our intense make out session continued but as he kneaded my pussy he worked himself into the dominant position. I didn't resist and like we started out, I ended up on my back with him pressed against me. The only difference was his hand between my legs. It was the first hand besides mine to touch me in three years and it felt amazing and then some. I felt myself succumbing to his will. He moved my legs further apart, until he had total access to my opening. His hand attacked the strap protecting my sex, until I had to break off the kiss. I moaned and squirmed as he had his way between my thighs. My juices were flowing and my hormones were raging. With me unable to kiss him he changed position so as he aroused my pussy with is left hand he was able to rub my tits with the other. My head was spinning and my passions racing. I was lost in lust until being snapped back to reality when I felt him pulling one of the shoulder straps down.

"Not here," I moaned, as his hand kept after my opening.

He didn't pressure me but a moment later he helped me to my feet. He held my arms and as he playfully kissed me and grabbed at my tits he led me away from the beach. I didn't ask where we were going. I simply followed his lips and hands. It took some time but eventually we ended up in the parking lot. He pressed me against his car and groped my body wildly as we kissed. I was complicit and with my foot on the bumper I allowed him access between my legs. He concentrated his efforts on my clit, pressing against it and rubbing furiously. I felt like I was gonna cum at any second. I broke off the kiss and titled my head back as the amazing sensations overwhelmed me.

"Did you wanna get in?" he asked, while pressing against my pussy.

"Oh god yes," I groaned.

He took me by the arms and led me to the back door. He opened it but before I was able to get it he pushed the straps off my shoulders. I didn't stop him and with a tug he yanked the suit down, baring my tits. He urged me to get in and as I did he kept pulling on the suit, dragging it lower. By the time I crawled all the way in he had the suit around my ankles. When he joined me in the backseat a moment later my bathing suit was gone. By the time I got turned around, he had my legs open and my sex bared. I was on my back and his hands were all over me.

"You got some big tits," he offered as he groped and teased them with one hand, while becoming more serious between my legs. With the suit gone he was able to get two fingers in me. He was pumping them furiously within a minute.

"Open your legs," he urged and I complied, spreading them as far as the confines of the backseat permitted.

"I did what you wanted now its your turn," I moaned, "take your trunks off."

He stopped fingering me a moment later and as I purred and moaned he worked his black swim trunks down his legs, exposing his hard young cock. I beckoned him forward and as he climbed between my legs he placed his hands on my tits, pressing down on them with all his weight. I felt the head of his cock teasing my opening only a moment before I called out when he sank it in me.

I pressed my hands against the door panel above my head and braced myself as he began giving it to me. It felt absolutely incredible as his cock moved in and out my long deprived pussy. I felt every move he made and as he fucked me I began bucking my hips, shoving my pussy up to meet his cock.

"You feel amazing," I called out after he'd been giving it to me for several minutes. My moans and shouts filled the car. I was tingling everywhere, which I knew was a portent of my upcoming climax. The tingling became a trembling in my legs a moment before I called out when a massive release of sexual energy raced through my body.

"Fuck me," I called out in a state of ecstasy, "god damn...I want you to fuck me as hard as you can!"

Scott really put it to me as I wailed in orgasm. It was the most satisfying climax I ever remember having. It lasted a long time and as I began to come down the intense sexual high, Scott began moaning that he was getting close. Not ten seconds later I felt a hot rush between my legs as he began pumping his load into me. Again and again I felt hot lances of cum flooding into my twat until it seemed like he poured a gallon of it into me. His thrusts slowed when we was done and with a huge grin on his face he looked at me lying under him, freshly fucked and totally satisfied.

"That was incredible," I purred.

"You felt amazing," he admitted as he moved his hands off my tits and pressed his bare chest against mine. Repositioned against each other he began kissing me again as his erection continued to fade. Our kisses were softer and lasted about a minute before his cock slipped out of my opening. I let out a soft moan when I felt his cock leave. When he pushed himself up he looked me in the eye but he didn't say anything. It took some doing to disentangle ourselves in the cramped confines of the backseat with a lot of the problem being how sloppy drunk I remained. It was all I could do get myself into a sitting position, which gave Scott enough room to pull his trunks on.

"Didn't I have a bathing suit too?" I asked drunkenly.

"God damn your tits are fucking huge!" he answered, as he reached over and cupped my breast, "I couldn't tell when you were lying down but holy shit," he beamed, "they're fucking incredible!"

"Not exactly Playboy tits," I confessed, suddenly self-conscious about my large sagging tits.

"Whatever," he countered, as he sank his fingers into my soft breast. It felt nice the way he was gently caressing my breast and it only got better a moment later when he pinched down on my areola, "damn, I'll take tits like yours any day!"

"Ohh," I moaned, in response to the pressure he was applying to my areola.

"You like that, huh?" he remarked, as he reached over with his other hand and took my other areola between his thumb and index finger and squeezed. He kept constant pressure on both, which kept me purring.

"Holy fuck," I called out after a few seconds. The feelings were so intense that I was squirming around, trying to free my nipples from his iron grip, "I hope you know what you're doing to me."

"I know my girlfriend's nipples get really sensitive after we have sex," he offered, as he let off the pressure slightly and then applied it again, causing me to moan, "this makes her crazy."

"Me too," I purred as I leaned my head back and allowed my legs to open.

"So whatta you wanna do?" he asked, before doing the pressure release and reapply.

"You tell me," I eked out.

"You still drunk?" he asked.

"Oh my god," I giggled, "I'm still fucking wasted."

"So does that mean more drinking is out?" he inquired.

"Is that what you wanna do?" I replied.

"I'm having a good time," he beamed, as his fingers put more pressure on my already aroused nipples, "I think we should keep drinking!"

"Ok," I agreed, "now about the bathing suit I was wearing...any idea where I might find it?"

"I don't think it made it into the car," he laughed.

"Would you mind?" I asked softly.

"Do you need really it?" he asked.

"I..." I stammered, "I kinda do if you wanna go back to the beach and drink...but just because I'm putting it on doesn't mean I'm gonna have to keep it on for the rest of the night," I added in a leading tone.

"In that case, I'll get it for you," he answered, prior to releasing my areolas. The moment he let them go I cupped my hands over them, resting my palms lightly against my throbbing tips. They were pulsing so intensely from his stimulation that I could feel it in my palms. Never in my life had anyone made my nipples feel this way. He gave me a huge smile as I sat there with my legs wide open and my hands on tits. I returned the smile and with that he opened the door and climbed out, without bothering to close it. I was alone in the backseat for no more than ten seconds before I heard Carol's voice.

"Hey girl, did you lose something?"

I looked around, shocked to hear her voice. A moment later she appeared in the open door. She had a huge grin on her face as she looked at me sitting in the backseat of Scott's car naked. In her hand she had my suit.

"Can I have that," I asked slightly embarrassed.

"Sure," she joked, "but you're gonna have to come out here and get it!"

I peered out the open door as she backed away. I eased myself across the seat and as I did looked around. I didn't see any other cars but even so I really didn't wanna get out. I inched closer and as I turned and placed my feet out the door Carol assured me there was no one around. Even so I was self-conscious. I covered my tits and with my dark bush visible I climbed out of the car and looked around.

"Where's Scott?" I asked.

"I asked him to go down to the beach and grab our stuff," Carol answered, "so did you guys have a good time?"

"Yeah," I answered with a drunken smile, as I looked blindly around the parking lot. The fact I was in the car and my bathing suit wasn't, was probably indication enough that I had a good time. As best I could tell the only other car was Carol's but I really couldn't see straight.

"Oh my god...you're fucking wasted!" Carol beamed.

"So fucking wasted," I giggled, as I looked away from her when I saw Scott approaching. "I have no idea how many drinks I had but holy shit do I feel good!"