It had been nearly two weeks since Brian, Justin and Hailey had shared a cabin in the mountains. Brian and Justin were on break from school and Justin had come to visit. Hailey was out so the guys were talking football as they often did. They suspended their conversation when Hailey returned.

"Where have you been?" Brian asked.

"To the mall," she replied evenly. She looked at the two of them sitting there and a smile came to her lips. "I went to Victoria's Secret."

Brian opened his mouth to speak but Justin spoke first. "Might you have bought the kind of lingerie you like to parade around the house in?"

Brian decided to keep his mouth shut and see where the conversation was going. The expression on Hailey's face remained seductive. "Yeah, I might have," she replied, acknowledging her exhibitionist tendencies. "Too bad you weren't along. You two guys helping me pick out the right stuff would have been really cool!"

Hailey stopped between Justin and Brian. She rotated her hips, causing the short pleated skirt she was wearing to float outward a bit, exposing even more of her very bare legs. "You guys like?" she asked.

Brian and Justin were still looking her over. The top she was wearing was a loose-fitting crop top leaving lots of bare midriff. Brian licked his lips. "And this is what you wore to the mall?"

Justin jumped in before she could answer. "Looks hot but I'll bet she's still wearing underwear."

Hailey struck a pose accentuating her braless tits. "You should be able to tell that I'm not wearing a bra!" she said coyly, looking from one to the other.

"I'll bet you're still wearing panties, though," snipped Justin.

"Yep," Hailey replied defiantly. "There is no way I would go to the mall in a skirt this short and not be wearing panties."

"Understood," agreed Brian.

"Well, I think I can accept that too. After all, she didn't say she wouldn't wear that short skirt without panties, just not at the mall." Justin looked at Hailey. "That is right, isn't it?"

Hailey looked at Brian as she answered. "Uh, pretty much, I guess."

"Are you at least going to model your purchases for us?" Justin would not give up.

Instead of answering, Hailey turned her back and disappeared up the hall, toward her room, lugging the packages of stuff she had just bought.

"So where did Hailey go?" Justin asked.

"She's in her room. I'm sure she'll be out in a minute or two," Brian replied without taking his eyes off the television.

Just then, Hailey came into the room. Brian looked up curiously and was shocked at what he saw. Hailey was wearing a sweatshirt type thing she probably just bought. Her legs were bare but the shirt was long enough to cover at least the upper quarter of them. It was certainly something she could wear most any time, with or without pants.

"So are you wearing anything under it?" Justin asked.

Brian looked from Justin to Hailey, thinking maybe the question might not set too well. Hailey though, just smiled and replied, "Can't tell, can you?" She turned and went back to her room.

"Did I fuck up again?" Justin asked with exasperation.

"No, I don't think so," replied Brian. "In fact, I rather suspect she liked your remark."

"Then why did she run off?"

"I would suppose to change. If I remember correctly, you did ask her to model the stuff she bought, and I would guess that's what she's doing."

"Yeah but - Oh my god!" Hailey had returned. She was wearing an open-weave knit top and a pair of very low-cut hip-hugger jeans, both white, leaving bare a very tantalizing expanse of midriff. The top had probably been intended to be a bikini coverup, as it was quite see-through, but Hailey was wearing nothing under the top.

"I think you just made Justin's day - maybe mine too," Brian said as he and Justin gave Hailey multiple all over type looks. Hailey blushed.

"Oh please come closer," Justin begged. Hailey did take a few steps in his direction but remained safely beyond reach. Justin drooled. "Jesus god, Hailey, you have such fantastic tits!" he said.

Hailey looked quickly to Brian, expecting a negative reaction. Instead, Brian licked his lips and said, "Oh yeah!"

There was a tingling between Hailey's legs. Still not sure though she asked, "So it would be okay if I wore this outfit again?" She proceeded even more cautiously. "Like maybe the next time Justin comes over?"

Justin too was surprised to see Brian lick his lips, quite clearly not objecting. He looked again at the sight of Hailey's bare breasts and nipples peeking seductively through the open weave. "You'll get no argument from me," he said enthusiastically.

Hailey beamed. "Count on it then." She gave an appreciative look in Brian's direction, then turned toward her room.

"Oh my god, does she mean that? And you don't mind either?" Justin asked of Brian.

"Even though I'm just here for the summer, Hailey's family treats me as if I really was a member of their family, and as often as you're here, you're just like family, too. But most of all, Hailey loves all the attention you pay her, and I like whatever she likes, and so quit worrying about it."

It was only a minute or so before Hailey returned wearing the swimsuit she had bought. "Now you guys are going to be seeing plenty of this," she said, "But only in our back yard, and only when I'm sure Daddy isn't likely to show up." She struck a couple of very suggestive poses, including one in which she stretched the side ties out from the bottom and tugged it lower, nearly to the point of exposing herself.

Brian and Justin both tried to hide their excitement but short of putting a pillow over their laps, there was no way they could keep Hailey from knowing how much they liked that suit and how good she looked in it.

It was sort of grayish, thin and nearly transparent. The top was the flounce type, with the shape of her tits and nipples nicely displayed. The bottom, which Hailey continued to play with, was no more than a quarter full in the back, and in the front, was cut about as low as one could possibly dare. It was definitely not made for swimming. But for a seventeen-year-old as shapely as Hailey, who loved showing off, it was the next best thing to being naked.

Hailey again disappeared in the direction of her room. The guys sat there quietly, pretending interest in the television, but actually deep in thought. In the bedroom, Hailey was nervous. She was wearing a black satin shorty robe that came down to about mid-thigh. It was held together by a sash, and had a deep vee opening down the front. It would be the last thing she was going to model and like the others, had nothing under it.

What was making her nervous, was not how little she was wearing, but that Justin knew she loved showing off. A couple of weeks ago she had even gotten naked and made love to Brian, while Justin watched. And now, for at least the last half hour, she had been parading around in front of him with next to nothing on. She had even made it clear that he could expect more of the same on future visits.

It wouldn't be right, after modeling the robe, to return to her room and put on something less revealing. Whatever she wore now, would be the way she should spend the rest of the evening. And Justin wouldn't be leaving anytime soon. Daddy and her mother were gone for the rest of the weekend, and Justin might even end up spending the night. The thought of continuing to be half naked with Justin still here, produced little shivers of excitement, but it also made her nervous. Hailey decided she should at least wear a bra and panties under the robe.

Hailey padded silently back into the den. Brian and Justin didn't look up from the television until she sat down between them. But then, eyeing Hailey lustily, Brian said, "Oh yeah, I do like that."

"I agree, the robe's cool," concurred Justin, "But I think I see traces of underwear peeking through."

"True," acknowledged Hailey. "This is the last thing I have to model and I am planning to stay and watch some television with you guys. I had hoped you wouldn't be all that upset if I wore some underwear too."

Justin understood. Hailey meant to stay, just as she was dressed. And she wasn't expecting him to leave right away either. Justin had put his foot in his mouth again. He tried to regroup. "Yeah, well uh great, it's really cool. I like it too."

They sat there for the next several minutes, watching a replayed football game. The robe was on the short side, and as Hailey crossed and uncrossed her legs, it moved further up until her panties were nearly showing. The excitement she felt, wearing so little while being sandwiched between two good-looking guys, gradually overcame the nervousness she had felt when she first sat down.

She placed her hand on Brian's leg, no more than an inch from his cock, and whispered in his ear, "This robe is kind of hot. Would you mind if I took it off?"

Brian turned and looked at Hailey. She had the look of mischief in her eyes. He whispered, "You do have something on under it don't you?"

"Bra and panties," she replied quietly.

"Do I dare ask which ones?" he asked, glancing sideways to be sure Justin was still engrossed in the game.

She slid her hand up, wrapping her fingers around his hardening cock. She put her mouth to his ear and blew lightly into it as she responded, "Some that I bought today."

Brian's eyes went wide. "You mean something you haven't already shown us?"

Hailey nodded as she tightened her grip on his cock, explaining, "They're lace and kinda see-through."

"I know you got naked at the cabin a couple of times, but you didn't really have a choice. That was just the way things were. But now, with no real excuse, you want to wear something so tempting, and with him..." he jerked his head in Justin's direction, "...sitting right next to you?"

Hailey pressed her mouth against Brian's ear again. "I didn't really think you'd have a problem with it. I mean, he has even watched us getting it on."

Brian kept his voice low, so Justin could not hear it over the television. "I wasn't complaining, I was just questioning. I mean, if that's what you want to do, I got no objection - might even like it some."

Hailey squeezed Brian's cock, then stood up. Justin did not look up from the television until the robe hit the floor. But when he did, he was looking at Hailey's butt, clad only in a few wisps of lace.

With Justin's mouth still hanging open, Hailey sat down between the two guys. She put her arms up on the back of the couch, her tits straining against the flimsy bra. She looked briefly at each of them, then toward the television, trying to hide her real concern over her near nudity.

Justin was in shock over what seemed to be taking place. No one offered a word of explanation. Hailey dropped her left arm into Brian's lap and fondled his cock through his pants. She continued to look at the television and pretended not to notice Justin watching her every move. Brian too played the part and appeared to be more interested in the game being replayed on the television, than the one being played by Hailey.

Hailey took hold of Brian's hand and brought it to the catch at the front of her bra. She whispered, "I really would like to have the bra off. Whadda ya think?"

"You sure that's what you want?" Brian asked, his fingers playing with the catch. Hailey nodded.

The bra was strapless with a front fastener. Brian popped the catch holding it closed. The cups separated slightly but the bra was a perfect fit for Hailey's beautifully proportioned breasts. The bra failed to break free. With a hand on Brian's cock, she turned slightly and lay back on his lap, making it obvious that she wanted Justin to see the bra being removed by Brian.

Justin had thus far failed to accept that he was not about to be run out, as he had been a few months earlier. Hailey's look, however, was unmistakable in its meaning. Justin's mouth hung open as Brian freed Hailey's breasts from the bra. He licked his lips as Brian's hands encircled Hailey's bare breasts and pinched her already hard nipples. Hailey's head went back and her mouth opened in a silent expression of pleasure.

She drew her legs up and slung them across Justin's lap. Hailey repeatedly opened and closed her bare legs, leaving no doubt that she wanted to be played with.

While Hailey's one hand frantically worked to free Brian's cock from his pants, the other guided one of Justin's hands between her legs and toward her nearly exposed pussy. Justin's hand continued in the direction Hailey had been leading and he soon had his fingers inside her panties, stroking Hailey's already dripping pussy-lips.

Once Hailey had freed Brian's cock from his pants, she turned to the side and pressed Brian's bare cock to her lips. She kissed the head of it and tongued the pre-cum around the sides of it. Slippery from her saliva and Brian's pre-cum, she took what she could of him into her mouth.

Hailey's pussy, barely covered by nearly transparent lace, pulsed under the onslaught of Justin's fingers. The aroma of her excitement filled the room. With his free hand, Justin tugged on Hailey's panties. He inched them down carefully, wary of the protest he expected to come. Instead Hailey raised her hips to make the removal of her panties, easier.

As Hailey's pussy came into view Justin took hold of her panties with both hands, pulling them down to her knees. Then by first lifting one knee and then the other, Hailey aided Justin in getting her panties completely free. After holding them momentarily to his nose, he let them drop to the floor. Hailey was naked.

Brian's head ratcheted from side to side, taking deep breaths as Hailey alternately sucked on his cock and bathed it with her tongue. With one hand Brian continued to fondle Hailey's nipples.

Meanwhile, Justin, with one hand, was stroking Hailey's bare inner thighs while with the other hand, his fingers wallowed in the juices oozing from Hailey's pussy. Hailey shuddered. Justin again thought he might have gone too far, or at least too fast. He began to withdraw his hand, but before he could, Hailey sat back, rubbing her pussy lips against Justin's fingers. Emboldened by her actions, he slipped first one, then two fingers between the folds. Hailey clamped her legs together, locking Justin's fingers inside her.

Hailey became more animated. Her feet played furiously over the front of Justin's jeans, urging his rock-hard cock to attention. Her lips slid the length of Brian's cock, then engulfed it with her mouth. She grabbed hold of Brian's hands, pressing them against her breasts. Her hips were making back and forth motions as Justin's fingers danced along the walls of her pussy.

Without warning, Hailey broke loose and jumped from the couch. Grabbing Brian and Justin by the hand, she yanked them from the couch and pushed them toward her bedroom. She threw her naked body on the huge king-size bed, legs splayed and hands over her head. "Get those clothes off and make love to me," she demanded, obviously addressing both of them.

Shirts flew off and pants dropped to the floor. Justin was the first to hit the bed. He flattened on his back, his cock pointing toward the ceiling. He wanted some of what Brian had been getting. Hailey rolled over to accommodate him. She looked first at his erect cock. Then smiling, slid his already juicy meat into her mouth.

Brian pushed his head between Hailey's legs and attacked her pussy with his tongue. Although everyone was seriously in the throes of passion, it was Justin who was the first to lose control. His hips jerked spasmodically as Hailey felt the first gush of his sperm splash against the roof of her mouth. She tried to swallow all of it but was overcome by the quantity. It dribbled down her chin. She pulled his cock from her mouth and held it tightly as it continued to spurt, bathing her face in the milky substance.

Brian continued to lick away at Hailey's pussy and as Justin lay back to catch his breath, Hailey felt her own orgasm begin to erupt. She rose to her knees, breaking contact with Brian's lips. Then in a loud voice, she implored, "Your cock, I want your cock inside me!" Brian scrambled to meet her wishes.

Hailey was on all fours with Brian pounding her from behind. Justin slid his head under, pressing his mouth against first one, then the other of Hailey's tits. She wrapped her arms around his head, holding him against her breasts.

Hailey's hips jerked, meeting Brian's thrusts. Her breaths became shorter. Her pulse pounded. Flashes of light and dark shot through her head. She exploded in pleasure. Dreamily pushing Brian and Justin aside, she collapsed in a heap.

Over the next hour or so, it seemed that Hailey could not get enough of Brian or Justin. And likewise, it seemed as if they could not get enough of her. As the three lay basking in the afterglow of their lovemaking, Justin said, "I certainly hope this was not a onetime thing."

Hailey looked at Brian before responding. It was apparent to her, that he had been as ready for this, as was she. Hailey turned to Justin, "No," she said, "Not a onetime thing!"