Barb and I were at Rooster Rock and had walked down to the far end of the beach where there is a small bluff between the beach and the woods. There is an intermediate level partway up the bluff where there is a wide step that is great for providing a small amount of privacy. Walking in, I had stripped down as soon as we had gotten away from the steps down to the beach and walked the rest of the way down the beach naked. Barb, as is her custom, waited until we had reached our final location and spread out our blanket before undressing. I laid down on our blanket and watched her disrobe, enjoying the view as her pendulous breasts swung free from her bra and dangled away from her body when she leaned over to pull her shorts off, one leg at a time. As usual, I began to get erect as I watched the show. On either side of where we were were two other couples. To the east, about 200 feet away or so, was a couple lying down on their blanket, him on his back, her on her stomach. To the west about 300 feet away was a cuple, both sitting up on their blanket. I noticed them watching us discreetly as Barb undressed.

Barb laid down beside me on the blanket and got out the suntan lotion. I immediately offered to help her with it; she responded by handing me the bottle and rolling over onto her stomach. I sat on her thighs, straddling them, supporting most of my weight on my knees on the blanket. My semi-erect penis basically lay in her butt crack. After shaking the lotion well I squirted a liberal amount on her back and massaged it in well on her shoulders, and arms leaning way forward to work on her arms which were outstretched above her head. In doing so, my penis was comfortable ensconced in her butt crack and became fully erect. Working my way down her back, I eased down her legs a bit toward her knees so that I could pay particular attention to her butt. When I leaned back to work on her butt, my erection was pretty obvious as it stood up close to my belly. I glanced sideways out of the corner of my eyes at the couple to the west. They were making no pretense at being discreet now - they were both watching me working the lotion onto Barb. I quietly told Barb, "We have an audience." Her head was turned toward the east on the blanket and had been watching the other couple and said simply, "I know."

I hadn't even looked in their direction and when I did I saw that the woman was sitting up, cross legged on their blanket facing directly toward us, watching pretty intently. Her man was lying on his side facing us, left elbow on the blanket, head resting on his hand. He looked like he may be partially erect. Still fully erect, I squatted by Barb's legs, facing west as I finished applying lotion to her legs and feet and then she rolled over onto her back saying, "If they're gonna' stare, let's give them something to look at. Go ahead and do my front."

I again straddled her thighs and shook the bottle. Barbs breasts tend to sag to each side when she's on her back and I squirted an ample amount of lotion between them. Leaning forward I began to spread it, moving my hands in opposite circles to go outboard of her breasts, sweeping them up onto her chest with each circle of my hands then allowing them to fall back to rest after finishing the sweep with a quick nipple massage on each. In between the cirular motions I gave each breast a two-handed massage, pulling them up before letting them each gently fall back to rest. Barb had her head turned slightly toward the east so that she could watch that couple out of the corner of her eyes. She said, "I think he's enjoying it." I glanced over and it was obvious that he was fully erect - his penis stood parallel to the ground, pointing up his stomach as he laid there on his side facing us. His woman hadn't moved, still watching us intently. To the west, that couple was now each lying on their right side facing us. She was closer to us with him behind her. Her left arm was reaching behind her and his left hand was over her front, cupping her left breast. It appeared that they were becoming aroused. Leaning way forward to do Barb's arms, stretched over her head, my erect penis was pressing into her pubic bone while she pushed upward slightly with her hips, grinding against me.

With the lotion I worked my way down Barb's front spending what was probably a full 10 minutes around her pubic area and thighs, bringing her to climax before again squatting next to her, this time facing east, to finish her legs and feet. My erection was clearly in view to the couple off to the east.

Barb sat up, took the bottle, and said "Your turn." I laid down on my stomach and she sat on my legs, rubbing lotion into my shoulders and arms. When she leaned over and stretched to do my arms, I felt her breasts laying on my back and rubbing around. Watching to the east I saw the man over there grasp his penis and pull it slightly. It looked like he said something to his woman who lifted herself to her knees and crawled over to him. She was now on her knees behind him, kind of lying over his upper torso, breasts hanging down in front of him. He removed his hand from his penis and began to play with her dangling breasts while she reached for and began stroking his penis. I turned my head the other way and saw that the couple to the east were still in the same position as before, but he looked like he was more actively massaging her breasts from his position behind her. Barb quickly worked her way down my body, pausing briefly to massage my butt well, while letting her caress lightly brush my balls repeatedly as she massaged the lotion into my skin. She then finished up on my legs and feet, squatting over me. She told me, "Turn over."

I rolled over onto my back, fully erected after the butt massage and ball coddling. Barb started at my feet and worked her way up from there. When she got to my penis, she put a great deal of effort - almost making a show of it - massaging the lotion into me. It seemed to take a great deal of stroking to satisfy her that my penis was adequately protected with the SPF 30 lotion. The man to the east was really working on his woman's dangling breasts now and she was returning the favor as she jerked his penis thoroughly.

Barb did my stomach and chest, continuing to move up my body. When she reached up over my head to do my arms, outstretched there, she deftly moved up, scooped my erect penis up with her pussy and had me in her just like that. Still massaging lotion onto my arms and hands, she rocked back and forth gently while her breasts dangled right in my face. I kissed and sucked her nipples as she held my arms down above my head, her weight leaning forward onto her hands.

It appeared obvious to me that the man to the west had entered his woman from behind as they lay there on their side facing us. The woman to the east was now astraddle her man who was on his back. That was the last I looked at either couple for a while. Barb continued to rock gently on me until she brought me to a raging climax. As she rolled off of me, she took one of our towels to clean herself and then me, carefully milking and cleaning off my penis.

We stayed there for several hours. Both of the other couples left before us. The couple to the west simply both smiled at us as they picked up their stuff and left. When the other couple began to pack their stuff up, Barb looked at me and said, "You need more suntan lotion." She took the bottle and began to massage it into me as they began to walk past us toward the parking lot, way to the west of where we were. Barb began paying particular attention to my penis and balls and was doing so as they drew even with us. I was fully erect, of course and Barb was really busy with my penis and balls. The other couple, still nude, stopped about 10 or fifteen feet from us. She said something like, "It's a beautiful day." Barb answered, "Sure is. Did you two enjoy the beach?" The other woman said "Yes, we did." Then she looked back at her man, just behind her and saw him, fully erect, watching Barb working me over. "I guess he still is." She said, grasping him by his erect penis and leading him away.

Barb and I laughed and said "Have a great evening." As they walked away, Barb straddled me, sticking my penis up her pussy and made no pretense as to what she was doing, screwing me well. The couple looked back over their shoulders numerous times as they walked away down the beach.

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