Caramel On Vanilla

As told to the author by Sly.

My name is Sylvita. It's Hispanic sounding because I'm of Puerto Rican descent, but born at the Jersey shore. My nickname is Sly, which is what everybody calls me. I'm 23 and single. I have straight black hair, which is parted in the middle and comes down to my breasts. I have brown eyes and caramel-colored skin. I have a nice figure (34C-24-34) and people tell me that I'm good-looking. Don't get me wrong, vanity is only a very small part of my character. I'm just providing you a mental picture of myself. To complete the picture, I'm about 5'7" and weigh about 125. During the school year, I teach third grade full-time. I also do some part-time modeling - wedding gowns, art classes, and for a couple of illustrators.

John was one of the illustrators I modeled for. He preferred to work from photos, so he would take a series of photos of me, and then do drawings and paintings from them. John lived next-door, which is how I got into modeling in the first place. Most of the modeling for John was portrait type art, or otherwise fully-clothed. However, he once asked me if I would be comfortable doing nude work for college art classes. I told him yes, but he never asked me to do nude posing for him. He was always a perfect gentleman. John was 50, a year younger than my father, but he never seemed like a father figure to me. For one thing, he looked much younger. He had a full head of pepper more than salt hair, and a lean, muscular physique. During the warmer months, he did yard work in cut-off jeans and a tank-top. Yes, younger women notice a good-looking older man. John had warm, mischeivous torquoise eyes. Regardless of the bags under them, they were kind, inviting eyes.

Because John repeatedly used me to model, and because he'd given me several portraits of myself as gifts, I knew that he found me attractive. However, he never came on to me. Though I liked John, I didn't think about us as lovers because he was old enough to be my father. Instead, we became good friends. We shared a love of music (albeit different types), a love of animals, and had other things in common.

John was divorced, but had many lady friends. Living next-door, I could see a variety of women coming and going from John's house. He didn't have one steady lady, but a number were repeats. I figured he must be good in bed to keep them returning if they knew marriage wasn't in the cards. There were blondes, brunettes, redheads, and even Black and Hispanic women. John obviously liked variety.

It was the last week of June when John phoned me and arranged a photo shoot for Saturday afternoon. He told me that we would be shooting at the beach, and asked if I had a bikini to model in. I told him I did and wouldn't mind. We agreed that I would wear my bikini under my shorts and top so that I didn't have to change there. John was going to drive and we'd leave around 4PM.

On Saturday, as I walked over to John's, I noticed another car parked next to John's. I knocked on the door and John answered.

"Hi Sly, come in for a minute. We're ready to go," John said with a smile.

Rising from John's couch was a woman with blonde hair just down to her shoulders. She stepped over to us and stood near John.

"Sly, this is Heather. Heather, this is Sly," John said to introduce us.

Heather smiled, extended her hand and said, "Nice to meet you. John says you're the best model he's ever worked with."

"Nice to meet you too," I said and shook her hand. "John's too kind. I'm purely an amateur."

"Heather's an artist too," John explained, "She'd like to go with us to the beach. Is that okay with you, Sly?"

I shrugged and said, "Fine with me."

It was another warm June afternoon, and Heather was wearing a tank-top and cut-off jean short-shorts. I guessed Heather to be about 45. She had a beautiful face. Her eyes were blue and inviting. Her lips were neither too thin nor too full. She wore just the right amount of make-up. Heather stood about 5'5" and her warm smile revealed perfect white teeth. You couldn't help but notice her terrific chest. In her tight, revealing top, she looked like a 34D. She had a slim waist, shapely ass, and nice legs. I could see why John enjoyed her as a lover. At least I assumed they were lovers.

The three of us climbed into John's car and were at the beach in five minutes. There was a warm breeze blowing which carried the smell of the ocean. John retrieved his camera and prepared to take some photos.

John said to me, "Sly, honey, let's see you in that bikini now."

"Sure," I said and took off my shorts and top.

"Wow!" John said, "You're even more of a knockout in a swimsuit."

Heather added, "Wow is right. You're a lovely young woman."

"Thanks," I said.

"Okay, let's take a few on the beach to start," John said.

Using John's quality digital camera, we took about ten photos near the water's edge, and then about ten more in and around the dunes. We walked back to the car and as John was unlocking the doors, he had another idea for a photo.

"Sly, while you're still in your bikini..." John said, took me by the hand and led me to the front of the car. "Sit on the hood and put your feet on the bumper. Now lean forward, put your forearms on your knees, put your hands together, and look at me."

I did as John instructed. My long, dark hair was parted in the middle, and the breeze was blowing it into my face, so I tucked both sides behind my ears.

John walked up close to me and gently moved my hair back from behind my ears. Then, he ran his fingers through my hair to arrange it the way he wanted. He said, "I like how it looks blowing in the breeze... a feeling of motion."

"You're the artist," I said and smiled at him. For as long as I could remember, I always loved when anybody would brush my hair, or when somebody would braid my hair, or run their fingers through my hair. When John's strong but gentle fingers ran through my hair, I got goosebumps and turned-on. I tried to ignore the feeling and held the pose that John wanted. John took three pictures of me on the hood of the car.

Then, John said to Heather, "Heather, let me get one of you next to Sly."

I had climbed from the hood and was standing with my back to the dunes. Heather moved next to me, as we faced John.

"Heather, put your arm around Sly's shoulder," John said and moved closer to us.

Heather put her arm around my should and leaned her head against mine. We both smiled and John took our picture. I have to confess that, at that moment, I strangely enjoyed Heather's touch.

"OK, that's great! How 'bout we go get something to eat and a pitcher of beer? Then we can go back and look at the photos on my computer." John suggested.

"Sounds terrific," Heather said with a smile.

I had no plans, so I said, "Sure, sounds good."

The three of us drove to a pizza place which served beer, and got a large pie and a large pitcher. We ate and drank and talked and laughed. Heather was down to earth and had a good sense of humor. She was more extroverted than John, especially as the beer loosened our inhibitions. I wasn't a big drinker, and by the time we finished the pitcher, I was feeling no pain.

Heather said to me, "It's Saturday night and I'll bet a gorgeous girl like you has a date."

I shrugged and said, "No I don't. I split up with my boyfriend two months ago and haven't met anybody I've liked." I was flattered that she called me 'gorgeous'.

I'm sorry," Heather said. "I didn't mean to seem nosy."

I shrugged again, "That's okay... no problem. I'm having a good time with you two."

John paid the bill, and we drove back to John's house. John carried his camera to his computer and Heather went to the kitchen. I used the bathroom and then sat on John's couch. Heather walked into the room carrying three beers. She handed one to John and one to me.

"Oh, why not?" I said to Heather. She smiled at me in a way that might have been seductive.

John connected a thin cable between his camera and computer. A few mouse clicks later, a photo of me appeared on the large, flat computer monitor. Heather retrieved two dining room chairs so that we could sit on either side of John and view the photos.

"I told you our Sly was very photogenic," John said.

"She sure is," Heather agreed.

We advanced through the photos slowly. While I sipped my beer, John and Heather kept complimenting the photos of me. I wasn't used to such flattery and it made me a little embarrassed.

"Gone are the days when I could wear a bikini like that," Heather chuckled.

"Bullshit," John said with a smile. "You still have a great figure. Sly, tell Heather she could still wear a bikini."

"I know a lot of twenty-something girls who wish they had a figure like yours," I said honestly.

"Maybe, but if you saw me in my underwear, you'd agree that I couldn't get away with wearing a bikini on the beach."

John said with a mischeivous grin, "I'll bet you a hundred bucks that if you let Sly see you in your bra and panties, right now, she'll honestly say you could wear a bikini on the beach."

Heather laughed nervously and said, "I ain't betting you no hundred bucks."

"See, I'm right," John said. "Or are you too shy-eye?"

Heather narrowed her pretty eyes and said, "You just wanna see me in my underwear, huh?"

John stood up and took Heather's hand. He lifted gently, indicating that she should stand also. John kissed her on the lips and grabbed the bottom of her shirt. While kissing her, he lifted her shirt up, over her ample breasts, and under her arms. Heather lifted her arms and John pulled the shirt up and off. Being half-lit, I applauded and laughed. John kissed Heather again, unhooked the rivet on her shorts, and pulled the zipper down. Then, he slid her shorts down and off. Again, I applauded and laughed. Heather was indeed gorgeous in her matching lavender bikini panties and bra. She took a long swallow of her beer and smiled at me.

"So Sly, could an old broad like me wear a bikini on a public beach?" Heather asked.

"Absolutely," I said honestly. "You have a beautiful body."

"I told you," John said. "You owe me a hundred bucks."

Heather laughed and said, "Maybe we could take it out in trade." Then, she wrapped her arms around John and they tongue-kissed unashamedly.

Then, Heather turned to me and said, "Okay Sly, since I'm in my underwear, let us see you in your bikini again."

I guess it was a combination of my desire to please Heather, my natural exhibitionism, and the beer, that made me stand up and take off my top and shorts again.

"Woo-hoo!" Heather laughed and applauded as I had.

John picked up his camera and said, "How 'bout a couple of pictures together?"

Heather and I both shrugged and said, "Why not?"

"You two come up with some fun cheesecake poses and I'll just snap some pictures," John suggested.

As Heather and I posed together, I was getting more and more turned-on. Heather suggested one facing each other with our hands on each other's hips. She moved in quite close and pressed her big boobs against mine.

"That's terrific!" John said and snapped a photo.

I could tell that Heather was getting more aroused and less inhibited.

Laughing, Heather said to John, "Hey babe, you wanna see more skin?" With that, she slid the straps of her bra off, and then pulled the cups down. Her big, firm tits were now uncovered. She slid the bra around unhooked it, and dropped it on the floor.

I laughed and hollered, "You go, girl!"

John exclaimed, "Oh yeah!" Then, he took a photo of Heather topless.

Heather's breasts were beautiful. They were big and firm and round, with perfect nipples. I could tell that they were real tits, not implants. Heather put her hands under them and displayed them to John and I.

"Com'on Sly, you too," Heather giggled.

We were having such a good time. I thought, why the fuck not? I copied Heather and slid the straps of my bikini top off my shoulders, leaving my arms crossed over my boobs. I smiled seductively at Heather and John.

"Take it off, honey!" Heather laughed.

I pulled the top down and let it fall to my hips. John and Heather applauded, laughed, and cheered. Again copying Heather, I put my hands under my tits and displayed them to the older couple.

"A ten!" Heather said, pretending to hold up score cards.

"Oh man!" John said, his eyes gleaming.

"Now your turn," Heather said turning to John.

John laughed and pulled his t-shirt up and off. Like I said before, John had muscular physique, especially for a fifty year-old man. His pecs were solid, and his waist was fairly slim. He had muscular arms and broad shoulders. John imitated us and comically displayed his breasts to us. We laughed at his antics.

"Oh no," Heather began, "You don't get off that easy. We showed you our tits. You gotta show us something good too."

"What did you have in mind?" John grinned.

Heather moved close to John, unhooked the rivet on his shorts, and pulled down the zipper. John did nothing to interfere. He smiled at Heather and then at me. I got a little nervous at this turn of events, but excited as well. I watched as Heather hooked her fingers into John's shorts and underwear, and pulled them down together. John's cock swung out like a flagpole. He was already about ninety percent hard and I couldn't take my eyes off it. Heather looked at me, winked, and then began to fondle John's stiff dick. John moaned with pleasure. Within seconds, Heather had his hard-on sticking straight out about eight inches. I had only seen two other hard-ons up to that point, and John's was the most handsome I'd seen... about eight inches and proportionally thick, with a nice looking head and shaft.

"Come here and touch it," Heather said to me with a smile.

My heart was beating rapidly as I moved close to John. I looked into John's warm eyes.

He smiled and said, "Don't be shy."

I curled my fingers around his stiff cock and squeezed gently. I felt it throb in my hand. John moaned softly. I put one hand under his boner, the other hand on top, and stroked it. John's breathing got more rapid. Then, Heather's hands joined mine. John watched as two caramel hands and two white hands fondled his cock and balls.

John ran his fingers through my hair along the side of my head, and gently pulled my face closer to his. Once he touched my hair, there was no turning back. He pressed his lips to mine and I kissed him passionately. Our tongues intertwined, as he ran his fingers through my hair. Nobody had ever kissed me so sensuously before. John's age no longer mattered. The fact that another half-naked woman was present didn't matter. I wanted sex!

"Could I get a kiss too?" Heather asked.

John and I reluctantly broke our embrace and smiled at each other.

"Absolutely, honey," John said.

John bent and pressed his lips to Heather's. She rubbed her tits against his torso and continued to fondle his stiff dick. John's fingers found her panties and slid them down. They fell to the floor and she stepped out of them.

Heather broke her embrace with John and said, "Where are our manners? Our company should cum first."

"You're right," John grinned. Then, they turned their attentions toward me. John hooked his fingers into my bikini bottom and slid it down over my hips. It joined the rest of our clothes on the floor. Heather took my hand and guided me to the couch. She sat me in the middle and she and John sat on either side. John bent and began to lick and fondle my brown nipples, giving me shivers of pleasure. Heather ran her fingers lightly over my face, and looked into my eyes. She was so beautiful and sexy, and I was so horny. Heather pressed her lips to mine and when I felt her tongue brush my lips, I opened my mouth. She thrust her tongue against mine and ran her fingers through my hair, driving me crazy. I ran my fingers through her soft blonde hair, pulling her face tighter against mine.

I could feel John kissing his way down my stomach and across my abdomen. I spread my legs a little wider in anticipation. John didn't disappoint. He began to lick my pussy like it had never been licked before. I quickly discovered why there's no substitute for over thirty years experience of muff diving. John was licking my chocha like it was a soft ice cream cone. My bush is usually a fairly dense triangle of black curly pubes, but that morning I gave myself a good trim for the bikini photo shoot. Now, with John's face between my legs, I was even more glad that I had.

John stopped licking me momentarily and said, "If there's anything you want me to do differently, or anything special you'd like, don't be shy, just spell it out for me."

"I will," I whispered, but I couldn't imagine anything better.

Next, Heather kissed her way down my neck and down to my tits. She licked and fondled my nipples as John had done. My mind was swimming with lust as John and Heather pleasured me. The next thing I knew, Heather had moved down and was helping John to lick my wet pussy. I was drinking in the sight of a good-looking, mature man and woman lapping my caramel chocha. I ran my fingers through Heather's hair, urging her mouth tighter against my clit. When John slid two long fingers inside my pussy, I moaned loudly and lost all control. With the two of them licking me and finger-fucking me, I shuddered and had the most powerful orgasm of my life.

"I told you our company should cum first," Heather said to John, grinning. Both of their faces were wet with my juices.

"Now it's your turn," John said to Heather. "Sit on the couch."

While I was catching my breath, Heather positioned herself, legs spread, on the couch. John moved between her legs, kissed her, and then began to lick her nipples. I moved next to Heather, and while John licked her left nipple, I began to lick Heather's right nipple. She had the most beautiful tits I'd ever seen and fondling them was a pleasure. Heather ran her fingers through our hair as we serviced her big boobs.

John looked at me and said, "Follow me."

He began to kiss and lick his way down Heather's lovely body and I followed. Heather had a neatly trimmed, light brown bush, which I ran my tongue through. I had never had sex with another woman before, but now I ran my tongue over Heather's wet cooter. Heather moaned and ran her fingers through my hair. John and I took turns licking and fingering Heather's hot box.

"Oohhh yesss! Ooohhh lick that pussy!" Heather cried and moved her pelvis against our mouths.

In even less time than it toook me, Heather shuddered, moaned loudly, and came.

"Stop! Stop! I get too sensitive," Heather said pushing our heads away from her wet muff. John placed his hand behind my head and pressed his lips to mine. Still coated with Heather's juices, our tongues intertwined. I reached down and was happy to find that John's dick was still quite hard.

"Now, it's your turn on the couch," I said to John.

"Twist my arm," John said with a grin.

He switched places with Heather, who knelt with me on either side of John's long, outstretched legs. Heather grasped John's erection and pointed it toward me.

"Visitor gets first licks," Heather said with a smile.

I curled my caramel fingers around his stiff vanilla shaft and gazed at the swollen, pinkish head. With a slow lick, I lapped the pre-cum which covered the tip. Then, I licked the entire head and up and down the long ivory shaft. John watched approvingly, moaning quietly, and running his fingers through my hair. This turned me on even more, so I slid his hard-on in and out of my mouth rapidly. John moaned loudly and closed his eyes.

"Hey, save some for me," Heather said.

"Got carried away," I said with a smile and passed John's stiff cock back to Heather.

I watched with delight as the white hard-on disappeared into Heather's mouth. John ran his fingers through Heather's beautiful blonde hair.