My name's Kari. I'm seventeen, 5'5" 115 lbs. I have thick, wavy red hair down past my shoulders. I've been told I have a pretty face. I think my hair is my best feature though. Well, and my breasts. I think I've been in love with my breasts for at least a year now. Lol. That sounds so weird.

I know I'll probably hate them when I'm older. They aren't small or firm or perky. They're tear-drop shaped and seem a little too big for the rest of my body. What I like best is how they move. Even in a bra, they seem to sway and jiggle with my every little move. It's like they want to show off no matter how I dress or what I'm doing. Like they're always trying to draw attention to themselves, which they seem pretty good at. I've gotten used to catching people looking at them. I don't let on because it can be a little embarrassing sometimes but mostly I just love it.

I have lots of friends. Some are boys but none are actual boyfriends. We hang out and have fun, usually a group of us, but I don't go on many dates. Guys my age just aren't my thing. I guess I have a kind of kink. I like older guys. Like, way older. I think I know why but that's a story for another time. This story is about what happened at the beach last Saturday.

I got up Saturday morning full of energy. I took off all my clothes and stood in front of my mirror. I watched myself feel my breasts and pose in some different, sexy poses. I thought that girl in the mirror looked pretty sexy. Suddenly I felt this overwhelming desire to show her off - to let someone else see her and see if they thought she was sexy too. That's when a plan started to form in my head. I put on my yellow bikini and a beach dress, grabbed a towel, and headed out.

"I'm going to the beach," I called out as I left the house, not really carrying if anyone heard me. I got in the little car that was "mine" and in half an hour I was at the beach. I walked for fifteen minutes to get to a part of the beach I knew would have very few people, mostly just people taking long walks along the shore. I put my towel down well away from the water and looked around. There was no one close enough to see what I was doing so I took off my beach dress and bikini top and buried them in the sand under my towel.

I sat still on my towel and looked around again. I was topless in public for the first time in my life. I looked down at my breasts. They looked great but I felt so exposed. I wondered what someone would think if they saw me like this. I imagined different reactions they might have. The good reactions I imagined were making me really excited, and I was starting to shake.

I tried to relax, to calm down, to stop hunching over and just lay back and see if the sun's warm rays on my bare skin could stop me from shaking. After a few minutes, I started to calm down a bit. I still felt totally turned on though. I kept looking at my bare breasts and thinking of what I'd do if, no "when" someone finally came walking along the shore. I didn't have to wait much longer.

It was only a few minutes later that I noticed a couple coming up the beach. I just leaned back on my elbows and watched. As they got closer I could tell they were an older couple, maybe in their seventies but in good shape. My heart was already pounding with excitement but as they got closer and closer I thought my heart was going to jump out of my chest. Thinking about them, especially the man, seeing my bare breasts was bringing me so close to the edge I felt like I might cum just from seeing him look at me if he did.

By the time they got close enough that I knew they could see me clearly, I was shaking again. Then the lady smiled and waved to me. Nervously I smiled and waved back. As I did, the man looked at me and he also waved. I almost melted seeing him look at me and continue looking at me as they walked by.

I think I let out an audible gasp once they passed by. I had done it. I had let two total strangers see my bare breasts and it seemed like they liked what they saw. I was in heaven and my clit was aching to be touched.

When I thought it was safe to, I reached between my legs and moved my suit aside, and ran my fingers over my clit. I thought of letting them see me like this but knew I wasn't ready for that yet if I'd ever be. I didn't cum, but I could have. I wanted to keep myself on edge so I could tap into all the sexual energy I could before I gave myself relief. As I played with my clit I thought of what to do when they headed back my way.

I decided I wanted to show them how my breasts looked in motion, so even though I was still shivering with excitement, I decided to get into the water. That would bring me much closer to them, and they'd be able to see me from different angles, watching my breasts dance over my chest as I played in the surf.

I waited until they had turned around and were on their way back before I got up and headed into the water. The water was cool and the surf was active without being at all dangerous. I went in until the waves were high enough to lift my breasts, but only came up to my mid-thigh in between the waves.

I swam and jumped in the waves. When one crashed I'd turn my back to it, which meant facing the shore. I practiced turning quickly to make my breasts move as much as possible. It was almost like I was doing a sexy dance to the rhythm of the surf.

When the couple was as close to me as they could get without getting wet themselves I heard the lady call out to me. I hadn't heard what she said and realized this was an opportunity to approach them. They stopped walking and watched me approach.

"What?" I yelled, holding my hand to my ear.

"You look like you're having fun," the lady repeated.

We were just a few feet apart now as we chatted about the water, the surf, the sun, the beach, the seagulls, the vacation they were enjoying, where they had been, what else I could recommend they see in the area, and that I was about the same age as their granddaughter.

All the time we chatted I was intensely aware of my exposed breasts. My nipples were as hard and long as I'd ever seen them. I was acutely aware of every time their gaze fell to my chest and I did my best to keep them talking so I could see and feel their eyes on me for as long as possible. I tried to keep moving as we chatted, shuffling my feet, playing with a rock with my feet, or gesturing with my hands and arms, all to get my breasts to jiggle, shimmer, and sway as attractively as they could. A couple of times I even clasped my hands in front of me so my arms squeezed my breasts together, plump and protruding.

When we finally ran out of things to chat about the lady reached out and held my upper arm, leaning towards me.

"I just have to tell you that you look simply breathtaking. Just so beautiful. Don't you agree, Bob?" she asked without taking her eyes off me. I looked at "Bob" to see his response and saw him look down to my breasts and back to my face before agreeing.

"Stunning," he said, smiling broadly.

"Would you mind if we took a picture?" the lady asked.

"Sure," I said and the lady posed beside me as Bob got his camera ready. By the time Bob took the shot the lady had her arm around my waist so I put mine around hers. After the shot, she thanked me and gave me a hug and a kiss on the cheek. Feeling my bare breasts pushing against her chest was surreal.

"Now I'll take one of you two," she said and shuffled over to Bob who handed her the camera. As she prepared to take the shot Bob moved beside me and put his arm around me, with his hand on my shoulder. He squeezed me toward him which caused my arm to bunch my breasts together again for the picture.

"Oh that's so adorable," the lady happily declared. Let me snap another one. Just as she did I noticed a sand dollar between us.

"Look!" I said as I bent to pick it up. I cupped it in both hands and held it toward the lady.

"Oh, that's precious, she exclaimed. "Let me get a picture of you holding it."

I held it out towards her as I had been but I used my arms to bunch my breasts together and stepped closer so she would just get my face, breasts, and the sand dollar in the frame.

"Wonderful," she said.

On an impulse, holding the sand dollar in my right hand I put it over my right nipple and puckered my lips toward the camera.

"Oh, cute!" the lady said delightedly. "Do another one."

This time I flipped the sand dollar perpendicular to my body as if it were a cover for my nipple that I had just flipped open and gave the camera a big smile.

"Fantastic," she said. "Bob, you hold it this time."

I handed the sand dollar to Bob who stood to my left side again. This time he draped his right arm over my shoulder and down towards my breast. His arm wasn't long enough to reach my nipple so I used my opposite hand to lift my breast until he could hold the sand dollar over my nipple. As we posed like this I could feel the pressure of Bob's hand holding the sand dollar against my breast. I could even feel his thumb and part of his hand touching my bare skin.

"Here, try it this way," I said as the camera clicked away. I moved in front of Bob so he was standing mostly behind me, his right arm coming around my side under my right arm. I positioned his hand so he was cupping my breast and just holding the sand dollar over my nipple with the tips of his fingers. Feeling him holding my breast like this was electrifying. My nipple was so big and hard Bob couldn't keep the sand dollar lying flat and it tilted at an angle. But then, whether by accident or design, Bob dropped the sand dollar and it fell to the sand.

"Leave it. These are great shots," the lady said. I looked up at Bob and smiled as I covered his hand with mine and pushed his hand into my breast. He was now truly cupping me and I felt my hard nipple pushing into the palm of his hand. As the camera clicked away I released Bob's hand and raised my arms, placing my hands behind Bob's head, giving Bob free access to my boobs.

"Hold them up for the camera, Bob," the lady said. Obediently, Bob cupped both my breasts from underneath, without covering my nipples, and raised them towards the camera. I wasn't smiling now but trying to look sexy instead. I guess it worked, judging by the lady's reaction.

"Fantastic, simply fantastic," she exclaimed. While she clicked away I felt Bob start to play with my nipples. I moaned softly as he strummed his fingers over them, flicking and twisting them. Then he cupped me again and lifted first one, then the other, then both my breasts, squeezing them and sliding his palms all over them. I tilted my head back and moaned.

"Ok, that's great. Thanks, Sweetie, you're a great sport letting an old guy fondle you like that, but I better get him home quick so I can put all this energy to good use."

Bob released me and just like that they were back on their way again. I stood at the shoreline, flushed and panting, watching them walk away. They looked back once and waved but kept going. I stood there for a while feeling great overall if somewhat frustrated by the sudden conclusion of our sexy photo shoot.

I was starting to get a bit cold when I noticed there was someone else coming up the beach, still quite a distance away. I could tell it was a man and the urge to let him see me flooded back. Despite my chill, I decided to go back into the surf and when a wave crashed over me I suddenly hatched a plan.

The man got closer and I could tell he was also quite a bit older than me, maybe in his fifties. I stood in the thigh-deep water hugging my arms to my chest. When he got close enough I said, "Hi," and asked him if he could help me out. Acting shy, I approached him and explained that a big wave had torn my top off and I couldn't find it. I asked if he would lend me his shirt so I could get back to my blanket.

The man seemed happy to help and quickly unbuttoned his shirt and gave it to me. I turned my back and slipped it on, but I didn't button it, I just held it closed at the bottom. The breeze billowed the shirt out away from my body. I wasn't sure how much he could see but I noticed the man taking every chance he had to look at my chest every time the breeze picked up.

We walked back to where my towel was laid out. When we got there I told him I had a light beach wrap but it was completely transparent and asked him if he minded sitting with me so I could keep his shirt on until I warmed up a little. He seemed happy to do so and we sat side by side on my towel.

As we chatted, I learned his name was Andy. He lived nearby and was just taking his daily stroll along the beach. He was very nice and kept himself in pretty good shape for his age. I liked him and flirted with him to make sure he knew it. I especially liked looking into his eyes and watching him look at my breasts each time the wind billowed the shirt. Finally, looking him in the eyes, I just let go of the shirt.

It just hung open for a moment until the next breeze blew it wide open, exposing both my breasts. I just smiled as his eyes darted from mine to my boobs. Neither of us said a word. We just smiled and looked at each other.

After a couple of minutes, I said, "I guess you can have your shirt back now," and slid the shirt off my shoulders and took my arms out of the sleeves. I handed the shirt to Andy and reclined on my elbows. I just smiled at him while he sat staring at my breasts. Occasionally he lifted his gaze to my eyes and smiled, but mostly, he just stared at my breasts. I just kept looking at him and smiling to make sure he knew it was ok to stare.

After a while, I fished my sun dress out from under my towel and put it on. It did almost nothing to hide my breasts as it really was completely transparent.

"Want to go for a walk?" I asked. Andy readily agreed.

We got up and started walking to the shore. I took his arm in mine and hugged it to my body. My dress wasn't meant to be worn by itself. It was open in front with just two little ties to hold it closed. I hadn't tied them so the dress hung open in front. I hugged Andy's arm to my chest and I felt his skin slide against my smooth, giving breast. As we walked, I hugged his arm so that it slid up and down, over my nipple, and I shuddered with excitement.

Andy hadn't bothered to put his shirt back on and all he wore was his swimming trunks. I noticed a distinct bulge in the front. I almost laughed out loud from the sheer delight I felt to have caused this handsome older man to get hard. I could already tell that he liked me, liked my body, from the way he looked at me but knowing I made him hard was proof of how much he liked me. It meant he wanted me, right? Did he want to feel my breasts? To take them in his hands? To squeeze them? To lick them and suck my nipples? Did he want my pussy too?

I was getting more and more worked up and knew I had to see the thing that was causing that lump in his shorts. I also knew that when I saw it I'd want to feel it. I'd want to feel it all over me. I imagined feeling it slide inside of me. Even though I'd never had intercourse, heavy periods meant I didn't need to worry about any first-time messiness and I was already taking birth control pills to reduce the monthly agony I suffered. Knowing I was protected made me giddy with the idea that what I was only now imagining was a real possibility if I wanted it. And then I knew I was going to offer myself to him. I wanted him to take my body and use it up to satisfy his lust.

I skipped in front of him and stood face to face. I looked down at his bulge and put my fingers just under his waistband. I looked up into his eyes and, smiling innocently, asked, "Is that for me?"

Looking more serious now, with only a faint smile on his lips, Andy nodded his head. The breeze had been blowing at our backs but now, since I had turned around, it was blowing into my face, blowing my sun dress behind me and completely exposing my breasts. I looked down and slowly pulled his waistband out away from his body and down over his penis. I was mesmerized and just stared at the long, thick, beautiful thing I had uncovered. I wanted to touch it, hold it, lick it, and take it into my mouth. I wanted to feel it with every part of my body. I looked back into Andy's eyes and saw in them a look of intense desire that I'm sure mirrored my own.

"Let's go back," I said and he nodded.

On the walk back the breeze kept my dress wide open. We passed right by one other couple and I did nothing to cover up. We exchanged smiles and hellos and they both took a good look at me. After we passed them by Andy looked at me and I asked him what he was thinking.

"Just how incredibly beautiful you are" was all he said. I hugged his arm to my breast and snuggled against him as we continued toward my towel. When we got there I turned to face him and watched his eyes as I pulled down my bikini bottoms and Andy saw my bare pussy for the first time. I was so hot, so wet.

I shrugged off my dress and lay down on the towel, naked. I reached my arms up to him in invitation. His eyes scanned up and down my body as he dropped to his knees. I reached for his waistband and pulled it down over his gorgeous erection. I dragged my fingers down his shaft and then held it, moving it up and down in my fist. I stopped and look at him.

"We don't have much time before someone else comes along. But I don't need much time. It won't take me long to cum so don't worry about lasting. Do anything you want to me. ... Anything.

That's when, after giving him a blank check to do whatever he lusted to do to me, Andy slowly bent down and gave my lips the softest, gentlest kiss I could ever imagine.

It wasn't what my body craved, but my soul loved it. To me, it meant Andy didn't just think of me as a beautiful young girl he could despoil but that in our brief encounter, he had already come to value me as a person. This tiny spark of love ignited a fire in us both and seconds later we were kissing passionately. I felt his penis drag across my hip and mound, its head briefly probing my pussy lips before sliding inside the wet and ready entrance to my body.

When he took my breasts in his hands I realized how desperately my nipples had craved his touch. He broke our kiss and took my nipples in his mouth, one at a time. I could feel his stiff rod slide in and out of my pussy, and the pressure of his public bone on my clit. I let out a groan and a tidal wave of sensation flooded my body. It was like the world had exploded and I felt everything and nothing all at once.

Was it just seconds later or hours? Logic told me seconds but time had stopped for me until I heard him groan and felt his penis empty itself inside of me, pulse after pulse, and my world exploded again.

Although I had just had the most intense orgasms of my life, I wasn't content. Looking around and not seeing anyone approaching us yet I turned my body, squirming out from underneath Andy. I felt his penis slide out of me but knew I'd have it back inside me again soon, somewhere.

Andy was on his back now and I moved down so that my head was above his hips. I positioned my breast so it lay on his leg and he could see it when he looked down. Then I took his penis in my mouth, licking and sucking him until I could feel the life that had been ebbing away start to return. As I sucked him I reached down and worked my clit. When I started to feel his penis pulsing, shooting his cum into my mouth and down my throat, I started cumming again. It was all I could do to keep sucking him as I came. The urge to gasp was so great but I managed to keep my lips around his cock. When we both finished, I licked him clean.

I sat up beside him and we smiled into each other's faces. I saw him look to the right and noticed a woman along the shore, fairly close already. Had she seen us? Probably but how much could she have seen at a distance? Regardless, she could see us now.

Satisfied but still feeling naughty I pushed Andy's legs together and positioned his cock and balls so that they were on top of his legs rather than between them if you know what I mean. Despite having just come twice in rapid succession, Andy's penis still looked plump and attractive and I wanted him to have the experience that I had come to enjoy of being seen nude by a stranger of the opposite sex.

Andy made no effort to thwart my efforts to show him off. He merely watched the thirty-something-year-old woman walk by. I glanced at her and waved. She smiled and waved back but kept walking without looking away from the scene of the naked girl and the handsome, well-endowed man whose goods were on display for her viewing pleasure.

Soon after she passed we noticed a family coming up the shoreline and so we got dressed, properly this time. Yes, I fessed up about hiding my bikini top which Andy found hilarious and teased me about. So cute though.

We walked together to the parking lot and went our separate ways. We talked about what the difference in our ages meant to any relationship we could have but agreed to stay in touch and plan to meet up again. I hope to have more stories to tell about me and Andy in the future.