Last Friday I got the surprise of my life. It was my sixteenth birthday. My girlfriend, Gail, had turned sixteen the week before and I had really spoiled her. I had saved up and we went to a fancy restaurant. I bought her flowers and candy and a really nice necklace. I even told her I loved her for the first time - and it was no lie. She was all smiles and seemed happier than I'd ever seen her. When she asked me what I wanted for my birthday I told her I just wanted her.

She smiled a sweet but mischievous smile and said, "That can be arranged."

I asked her what she meant but she wouldn't say.

We had only been dating a few months. We each still lived at home with our parents. It was summer and we would be going back to high school in the fall. Both our families were strict and neither of us had any experience with sex. We hadn't done much together yet, but it wasn't from lack of desire.

Gail is drop-dead gorgeous. She's 5'6" with long wavy brown hair. She dresses nice, for casual comfort rather than style, but still always looks classy. A light summer dress or a light top and skirt are her style rather than torn-up jeans for example. But she looks great in anything. She's got a perfect figure to go with her perfect face - bright green eyes, full lips, soft, smooth skin.

I love how she looks when she hunches her shoulders towards the front as if trying to curl into a protective ball. Her breasts come together and look even fuller and rounder than usual. I can tell that she only wears light-weight bras because her breasts always seem to move quite freely under her clothes, which I find very sexy of course.

About a month ago we were kissing on the sofa at her place. Her parents had gone to bed. As usual, I slid my hand down her soft smooth neck to her shoulder and upper chest. She was wearing a blouse with the top two buttons undone. Rather than reach up and hold my hand as usual, she just kept kissing me. I felt the soft slope of her breast begin as my hand continued down over her blouse. I expected her to raise her hand to mine at any second but it didn't happen.

Soon I was cupping her breast. I could feel her hard nipple in the palm of my hand. I squeezed and couldn't believe how delicately soft, yet firm she was. I cupped and lifted her breast, squeezing and fondling her as we continued to kiss. She was breathing heavily and soft moans escaped her lips each time I squeezed her or gently glided my fingers across her nipple. It was only when I raised my hand to unbutton her blouse that I felt her hand on mine - the silent but clear signal that I had taken things as far as she was comfortable.

Since then fondling her breasts over her clothes has become I look forward to when we are safely alone. I always try to push for more but was always gently rebuffed - until last Friday. After my birthday dinner, Gail suggested we take a walk on the beach. It was early evening and there weren't many people around. We walked along the shore holding hands, stopping occasionally to inspect a rock she found pretty or a sea shell.

Gail looked amazing. She wore denim shorts and a blue and white top with a rounded elastic neckline. I suspected that was all she wore by the way her breasts moved under her top. Playfully I jostled her or swung her around me as if we were dancing, just to watch her body move beneath her clothes. I'm sure my focus was obvious to her but she played along, watching my eyes as I watched her beautiful body - graceful and so, so seductive.

At one point, while we were just walking, Gail released my hand and pulled the sleeves of her top down over her shoulders, halfway down to her elbows. The elastic neckline held her top in place but left her shoulders bare and the upper half of her breasts exposed. I smiled and told her how beautiful she looked. She blushed, smiled, and kissed me on the cheek, pressing her breast against my arm. I could tell then that I was right, she wasn't wearing a bra.

I don't know how she felt inside but on the outside, Gail looked calm, cool, confident, and as stunningly beautiful as always. Even more so with so much of her soft curves exposed. But me? I was a mess. Nervous to the point of shivering and painfully hard beneath my shorts. I wanted, no, 'needed' this beautiful girl so badly. But I loved her and wasn't about to let my needs ruin our relationship. I told myself to be patient.

But that didn't mean I wasn't going to try to push things as much as she'd let me. I lead her to a log, a big piece of driftwood that had been scoured clean by sand and sea. We sat down on it side by side. I put my arm around, my hand luxuriating on the feel of her soft shoulder. She smiled up at me and I kissed her.

We kissed for several minutes. Between kisses, I enjoyed the sight of her soft curves and drove myself crazy thinking about how just a thin bit of cloth was keeping me from seeing what I longed to see - and feel. As she watched my eyes I deliberately looked down to her chest, my gaze lingering on her breasts.

She hunched her shoulders cutely and I could see even more of her soft curves. I looked back up to her eyes again and she was still sweetly smiling back. I was thinking about making a move when still watching my eyes, she said, "Do you want to see them?"

I nodded. "That would be such a great birthday present," I said with a dry mouth and nervous smile.

She looked into my eye as she started to slowly tug her sleeves down to her elbows. I watched her neckline slide down over the curves of her breasts. I'm not sure but I think I gasped when I saw her light brown areolas appear and then two perfect nipples. They were beautiful, just as I knew they'd be.

Gail still wore that sweet smile, even though she now wore little else. She sat smiling at me, her exquisite face poised over those two beautiful, plump mounds of gorgeous flesh that I couldn't stop staring at. I wonder what she saw staring back. Hopefully not the slack-jawed drooling mess that I fear she saw. But she didn't seem to mind. She giggled cutely and I was relieved that at least she found my reaction more amusing than repulsive.

I told her she looked incredible and she reached for my hand and raised it to her breast, pressing it into the unbelievably soft flesh. After a moment she dropped her hand and leaned up to kiss me. I kissed her back, one arm still over her shoulder and the other hand now fondling her perfect breast.

Our kiss was deep, passionate. She moaned softly into my mouth as I caressed and massaged first one breast and then the other. She gasped when I gently pinched and twisted her nipples and strummed my fingers across them. Soon I broke our kiss and lowered my head to her chest - kissing, licking, and taking, first one and then the other succulent breast into my mouth.

That's when something wonderful happened. Something I could not have even dreamed of. She came. Gail came. With her breast in my mouth, my tongue flicking and rolling over and over her nipple, she suddenly sucked air between her teeth and pressed her hand between her legs. Her breath became quick and ragged - panting and moaning. Her hand pressed my head into her breast and held it there as if her life, and mine, depended on me keeping her nipple in my mouth.

When her orgasm finally subsided, with a look of utter bliss on her face, Gail could only say, "That was ... That was ..." as words failed her. Looking at this topless beauty, her bare chest still heaving, I couldn't imagine a more breathtakingly erotic sight.

Probably not for the first time, Gail's eyes fell on the obvious tent in my shorts. "Well this doesn't seem fair," she said as she took hold of the elastic waistband of my shorts and tugged it down, releasing my incredibly erect penis.

"Oh," she said, smiling sweetly. I raised my butt and together we pulled my shorts down to my ankles. She just sat admiring the novel sight of my erection for a few moments while I felt close to bursting just from the pressure of this topless beauty's eyes on my cock.

Still looking at my penis, she slid her arms out of her sleeves, pushing her top down to her waist. Then she wrapped her hand around my shaft and began pumping up and down. I stretched out my legs and looked up at the sky. That's when I noticed him.

Our log was positioned so that our backs were toward the entrance to the beach so we hadn't noticed the boy who must have walked up the beach while we were busy kissing. He had noticed us though and was lying on his stomach on a towel by the shoreline looking directly at us.

Our log was positioned at about a 45-degree angle to the shoreline. I was sitting closer to the water than Gail was. With my focus on Gail, I was turned mostly away from the shore so how long he was watching I don't know. But it must have been a while as he had settled in and wasn't moving when I first noticed him. It was twilight and there was still plenty of light to give him an eye full of Gail, topless, and now me, sporting the biggest erection of my life.

By the time I spotted him, Gail's hand was already around my cock and pumping me. Even if I could have said something, I wouldn't have taken the chance of interrupting what was about to happen. And suddenly, it did. After only a few pumps I exploded. Everything I had inside me jetted high into the air before falling to the sand in front of our log.

"Uuuggghh," I moaned and heard an appreciative, "Wow!" from Gail as she continued to pump me dry. I was delirious with pleasure as wave after wave of semen spilled onto the sand and over Gail's hand. Even after I stopped cumming I stayed hard in her grasp. It felt wonderful to feel her delicate hand around my penis while I gazed at her soft, bare breasts.

Finally, I regained enough sense to remember the other guy and wonder what he was thinking about all this. I looked at him again and he was still staring intently. He obviously enjoyed the show we were putting on. I knew he had a great view of Gail and I thought of how lucky he was to get to see her like this.

Then I thought of myself. Gail had finally released me and wiped her hand on a towel in the beach bag beside us. I was still sitting, legs stretched in front of me, my still very erect penis on full display for both Gail and this guy to see. The sun was behind him and its glare made it hard for me to see him well.

"It's ok," she said. "He must not mind since he's been staring at us the whole time and he's obviously in no hurry to leave."

"The whole time?" I turned towards Gail trying to process her words while still in a stupor from the glorious experience we had just shared. Gail had obviously seen him before I did. But when? Was it before she pulled her top down? Had she deliberately exposed her breasts to me and to this other boy at the same time?

The thought made me jealous but also incredibly excited. Then it struck me that she was still sitting here topless, making no effort to cover herself and he was still staring at her. We just sat there as the sun dropped below the horizon. It was still light but without the glare, I could see him clearly now. That meant his view of us, barely 40 feet away, had been excellent all along.

I saw that he was about our age and I wondered, did Gail know him? Had she seen him around? Would she ever bump into him somewhere when he'd undress her with his eyes and recall exactly what her beautiful breasts looked like naked?

And what about me? I was still splayed out, mostly in shock, my erection exposed to the lovely creature beside me but also to this other guy. Gail had let it go but kept looking at it, making no effort to cover me, obviously willing to share our nudity with another guy.

I studied him intently but couldn't tell exactly where he was looking. Gail had deliberately exposed my penis to this guy. As I sat there with it still prominently on display I felt confused but my erection wasn't going down. In fact, it was throbbing almost as hard as before I came.

Minutes passed like this. The three of us acted nonchalant as we looked back and forth, from one to another to another. It was quite surreal. I felt like we should cover up but Gail made no move to do so, so neither did I. I felt like kissing her, caressing her, but I was confused so didn't.

Instead, we just sat there, looking and smiling. I was starting to realize that knowing another boy our age was looking at Gail, and she was letting him, was turning me on. I loved it when she'd look at my throbbing cock. And I loved it when she'd look at the other boy and smile at him as he continued to look at us, at her.

Gail looked so delicious. She just sat there beside me, both hands on the log, her arms straight at her sides, and her gorgeous breasts prominently displayed. Sometimes she'd lean forward a little and her beautiful, teardrops would hang enticingly away from her chest. Sometimes she'd lean back a bit and arch her back, deliberately offering her breasts for our eyes to feast on.

Sometimes she giggled when she looked into my eyes but neither of us said a word while the boy kept looking. It was like we were silently communicating, the three of us, but what exactly?

My erection and Gail's beautiful, bare breasts were two ornaments on a mantelpiece that knew they were being closely studied and admired by a welcome house guest. We chuckled at each other, sharing our embarrassment over what we were doing, and that we were enjoying it.

As the light continued to fade I knew that this ... experience, whatever it was, was soon going to end and I decided it was time to move. I stood up and took off my T-shirt despite my excited shivers in the cool evening air. I was now totally naked. I reached my hand down toward Gail. "Want to go for a dip?" I asked. "I promise it will be fun," I added.

"Ok," Gail replied, taking my hand as I helped her up. When I looked down at her shorts, so did she.

"Oh, I guess so," she said and dropped her shorts to her ankles and stepped out of them.

"I don't think this erection is ever going away," I said, seeing Gail's pussy for the first time. Even in the lowering light I could see and admire her slightly opened slit, puffy lips, and thin wisps of short, light brown hair that made her pussy look both naked and natural at once. Gail laughed.

"Did I say that out loud?" I asked, laughing at myself.

"Yes, you did, Mister, and you better mean it," I heard my now naked bombshell of a girlfriend say as she stepped toward me and took my arm in hers, hugging it to the side of her breast.

I lead her to the water, passing just a few feet from our admirer. We all smiled and said 'Hi' to each other. He never took his eyes off us and when we passed he sat up and faced the water. It felt amazing to walk right by him with my erect penis, and Gail's bare breasts and pussy, on full display.

The water was warm and it was easy to walk right in. When we were just over our knees I spun Gail around to face the shore and moved behind her. With the sun down there was no glare to interfere with the boy's view of us, just 20 feet away.

I began kissing Gail's neck and fondling her breasts as she leaned back against me. It felt glorious to slide my penis over her bare bottom and between her cheeks. I put my hands on her hips and with gentle pressure got her to slowly rock her hips and sway her body a little.

"Your body is like a beautiful sculpture that I want him to see from every angle," I thought I heard myself say, again wondering if I had actually spoken my thought aloud. I knew I had when Gail raised her arms and put her hands behind my head. Without turning her body she turned her face toward me, closed her eyes, and parted her lips in silent invitation for me to take her mouth in mine.

We kissed passionately as my hands roamed her body, lifting and caressing her breasts, sliding down her taught stomach, over her mound, and grazing her moist pussy while she moaned into my mouth. When I broke our kiss Gail's eyes remained closed and her head fell back against my shoulder. I looked at the boy and saw him stand up and then take his T-shirt off.

"Look at him," I whispered.

Gail opened her eyes and we watched the boy lower his shorts and step out of them. As we stared at his erection, as long and hard as mine, he took it between his thumb and fingers and started slowly stroking it while looking at Gail.

While we watched him, my fingers played over the folds of Gail's delicate pussy. Using both hands I spread her lips apart while teasing her clit with my thumbs. She moved her hands to my thighs. Her head rolled from side to side as I tortured her clitoris but she never took her lusty gaze from the other boy's cock. I could tell that the boy was staring just as intently at Gail's pussy.

"This is so hot," she said in a whispered breath.

"I'll say'" I thought to myself. We hadn't even really had sex yet and here we were showing off to a total stranger.

"I wonder if he'll take this as an invitation," I thought.

"I hope so." I was startled to hear Gail reply, both because of what she said and also because again, I didn't think I had voiced my thought out loud.

"My little showoff," I laughed and planted a kiss on Gail's neck.

"Do you see him looking at you, stroking his hard cock, and wishing he could trade places with me?" I asked.

"Yes."

"He must want you so bad," I said.

"Yeah."

"Yeah, what? Say it," I said.

"He wants me," Gail said

I nodded my head toward the boy, beckoning him toward us. After a brief hesitation, he stepped toward us. It was now his turn to look nervous but his lust was clearly in control of his actions. He stopped right in front of us, breathing heavily through his open mouth, his lust for Gail evident in his eyes as they scanned her body.

"Kiss him," I whispered.

Gail put her hands behind his head and pulled him to her lips. He enveloped her in his arms and their bodies came together. Gail's luscious breasts were crushed against his chest and his penis was sandwiched between their bodies. I watched him slide his hands up to Gail's chest and take one breast in each. Gail broke their kiss with a gasp and threw her head back as he mauled her breasts.

Soon his lips had found her nipples and Gail was moaning and gasping adorably. For a long moment, I was stunned by how incredibly sexy she looked with her breast in this other boy's mouth. She looked into my eyes and reached for my head. She pulled my face to hers and kissed me passionately.

As I kissed her I looked down and saw the boy kiss his way down her body to her pussy. I held her lips apart as he stuck his tongue into her hole. Gail screamed in painful ecstasy as he probed her vagina, licked and sucked her clit, bringing her to one orgasm after another.

Gail's knees finally buckled and she dropped to her knees in the shallow water, eyeing the two throbbing dicks inches from her face. She reached for them and took one in each hand and brought them to her lips. I watched in delight as she slide her tongue up my shaft and over and around my head before taking it into her mouth. I was about to come when she released me and sucked the other guy's dick into her mouth.

He and I stood facing each other, our dicks only separated by Gail's beautiful face. We stroked her hair and shoulders as she played with our cocks, licking, kissing, and sucking. She even put our dicks together, sliding them over and around each other while she licked their undersides.

I took a chance and started thrusting cautiously against whatever flesh my erection met - whether it was Gail's face, the other guy's dick, or both. When the other guy started to thrust too I knew we weren't going to last long. Seconds later my beautiful naked girlfriend was lapping at the cum erupting from our cocks, covering each other and her lovely face.

When we finished she took my penis into her mouth and sucked it clean before doing the same to the other boys. Then both he and I used some water to wash our cum off Gail's face and breasts. We then helped her up and lead her back to the shore. We grabbed our clothes and started walking back to the parking area.

Yes, we walked back naked. I can't speak for them but I was feeling euphoric, like the world and its rules no longer mattered. What I just experienced had somehow given us super powers and if we wanted to use those powers to walk naked past the few people still on the beach, that was just fine.

By the time we arrived at my car, both I and our new friend were hard again. Walking between us Gail was all smiles, feeling up our cocks almost as often as we felt up her breasts. When we got to the car Gail leaned back on it and looked at us. I took her by the arm and lead her behind the car. I spun her around and pushed her back until she was leaning over the trunk, bracing herself on her arms, her gorgeous ass begging to be fucked.

I took my penis in my hand and placed it between her legs and started rubbing it over her pussy lips. Finding my target I trust inside her - inside Gail. I held her hips, thrusting into her over and over again while our friend stood beside Gail, his cock level with her face. He put his fingers in her hair, turned her face toward him, and pulled her mouth onto his cock.

I guess I had a head start so I finished first, unloading whatever was left inside me into Gail's sweet pussy. I pulled out and collapsed against the trunk on Gail's other side. I entwined her hair in my fingers and pulled her mouth off our friend's cock and toward me. I took her face in my hands and kissed her.

"Baby, you're amazing," I said sincerely and kissed her again.

"I want him to take you like I just did. Is that ok?" I whispered. Gail nodded her head.

"Will you ask him?" I said. Again she nodded.

She stood up and faced him. She stepped closer until her breasts were touching his chest. She took his cock in her hands and looked down at it. Holding him like that she spoke aloud the only words shared among the three of us all night.

"Will you fuck me? Please? I want to feel your beautiful cock inside me."

She then slowly turned and bent over the trunk, supported by her arms, looking back over her shoulder, offering her ass to his cock. He answered her with his body, sliding his cock between her legs and impaling her with one quick thrust. Gail moaned as he trashed her pussy from behind.

I turned her face towards me and kissed her lips and her face over and over while whispering to her how incredibly sexy she was, all while the boy drove his hard cock into her soft, wet pussy again and again.

"Cum, baby. Cum for me," I said and then I saw it in her face. I saw her breathing stop and then suddenly resume in heaving gasps as she came. He tensed up too and grunted as he poured the last of his cum into her.

"He fucked me," she said, wide-eyed and smiling. We laughed as I held her face in my hands.

"So did I," I said.

"I know, and it was wonderful," she replied

"Hey, you kids! Stay right where you are!"

We didn't see who said it. Naturally, we didn't stay where we were. Gail and I jumped into my car and the last we saw of our friend he was running toward one of the few other cars in the parking area. We peeled out and sped away, naked and laughing, hoping our new friend got away too.

That was just five days ago. We've had sex in one form or another every day since. We've talked about what happened and the thrill that we both get from showing each other off to other people. We even had sex in the park while at least three pairs of eyes watched us from the nearby bushes. But that's another story.