Opposites Attract

"Isn't it beautiful?" Misty asked.

"Yea, it is," Vance replied.

"Reminds me of that time we met in Japan," Keith added.

"Yea, it kind of does," Vance commented.

"Wait, you two were in Japan together? Did you plan a romantic getaway? Did you take long walks on the beach together too?" Misty said, unable to resist a chance to tease Vance again.

"Marines and Navy frequently use the same bases, and if we were at the beach it was for surfing," Vance protested.

"We were part of the small minority that did not spend liberty in either the bar or whorehouse," Keith explained.

"Hey, after being cooped up in a metal tube with a bunch of guys the last thing I wanted was to be cooped up with a bunch of drunken guys in a bar, and the Geisha thing kind of creeped me out." Vance said.

"I was just happy to be outside without worrying about being shot at or blown up," Keith added.

Misty considered making a snide remark about holding hands in the moonlight, but started asking questions about Japan instead. The two men told tale of bullet trains, noodle stands and tiny apartments as they walked down into the valley. Once they arrived at the project site Vance and Keith started up the chainsaws and made short work of the trees. They cut the stumps almost flush with the ground. It was hot, dirty work and the three of them were sweaty and muddy when they finally finished.

"I know a spot where we can clean up, it is kind of on the way back, not too much of a detour," Misty offered as the men put the covers back on the saws.

"I'm in no rush to get back," Keith answered "Me neither, although it is getting close to beer thirty," Vance added.

Vance found himself questioning the decision as he followed the older woman down a narrow game trail. He looked back at Keith, giving him a hand signal to keep an eye out for trouble. There were stories of meth labs and pot farms in some parks. He did not want to stumble into a booby trap. To his relief they walked into another meadow without incident. On the far side a waterfall splashed into a small pond. He followed Misty has she headed straight for the body of water.

"It's spring fed, so the water is a bit brisk," Misty said as she began to remove her clothes. She wondered if Vance would recognize her once she was naked.

Misty quickly stripped off her clothes and waded into the pond. The water was clear and cold. She felt refreshed as the water covered more and more of her body. When it was up to her neck she turned to check on the progress of her companions. They were both standing on the shore staring at her.

"Haven't you guys ever been skinny dipping?" She asked. "No," Vance answered flatly.

"Not in the daylight, and certainly not sober," Keith replied sheepishly.

Misty scolded them, "You two need to broaden your horizons. I'm feeling a bit frisky and sure could use some company."

Misty knew what she was doing was risky. Swimming around naked in front of two men she had met only hours earlier was careless to say the least. Her instincts told her they were not a threat, and it was a risk she was willing to take. Misty focused on physical sensations and pushed the negative thoughts to the back of her mind as she swam towards the waterfall.

"I promise not to judge you by the size of your cocks," she called out to Vance and Keith, "now come on in."

Vance stripped off his shirt, saying glibly, "Good, because I'm betting there is going to be shrinkage when I get in the water."

"I don't think so," Keith shouted back, "When I was at Jungle Warfare School in Panama they told us about some little fish that swims up a guy's pee hole and lays eggs. I'm not risking it."

Misty stopped swimming and turned back to face them. As she treaded water she stared at them, "That's in Central America. I don't think you have anything to worry about."

"Well," Keith replied, "maybe they migrated, like fire ants did."

"I promise I will remove any fish that tries to attack your manhood, now get in here." Misty shouted back.

Keith shook his head and began to unbutton his pants, "I know you won't let me live this down if I don't go in with you. I'd just like to be on record saying this is a bad idea, and you have to call someone to bail us out of jail when we get arrested for public indecency."

"I don't think we will get arrested. Worst case is we end up with a bad case of blue balls," Vance said.

"And best case?" Keith asked.

"We have something to write a letter to Penthouse magazine about," Vance replied with a smile.

Misty looked back at the men. She could see Vance standing on the edge of the pond. He was completely naked. He had a nice shape, his broad shoulders and hairy chest tapering to a narrow waist. He did not have six pack abs, but he did not have a beer belly either. His friend was not bad looking either, he was taller and thinner.

"You don't recognize me, do you?" Misty asked Vance.

"I wish I did," he replied.

"Maybe this will help," Misty said as she hoisted herself out of the water and sat on a large flat rock in the middle of the pond.

Misty was rewarded for her efforts by the sound of the two men entering the water. She wanted them, but in a very specific way.

Vance wadded out into the pond. He glanced back at Keith, how was holding his day pack above his head. Misty had not been kidding when she said the water was brisk; arctic would have been a more accurate description. His nutsack was so shriveled up he probably looked like a eunuch, but the cold water was not enough to discourage his erection. Vance looked back at Keith again and noticed his friend had one hand in the water. He was either already jacking off or protecting himself from the perils of little fish.

"Nope, and I think I would remember seeing you naked," he said as he approached her.

"Maybe from a different angle," Misty said as she reclined, pointing her feet at Vance. She stretched out on the rock and drew her legs up, then spread them apart.

Two of her fingers were enveloped by the wet slit between her legs. For a moment she stopped thinking about the two men, instead focusing on what it was like to be naked and aroused. Misty planted her feet on the rock, slowly raised her hips and put her hand between her legs. Unlike her skin, which was wet and cold, her pussy was wet and hot. She swore she could hear the light bulb go off in Vance's head as he realized who she was.

"Holy fucking shit that was you?" Vance blurted out. The moments the words passed his lips he realized there was probably a much smoother way to say it.

"Keep looking, I want you to be sure," Misty said has she put one hand on her breast. For a few minutes there was absolute silence as she stroked her pussy and caressed her breast. She briefly wondered if the cold water had any effect on the size of a man's erection, but that thought faded away has she pushed to fingers into the wet folds of flesh between her legs.

"I'm sure," Vance croaked.

"Then tell your friend," Misty said between moans.

Without turning away from the sight of Misty's naked body Vance explained to Keith that he had watched Misty masturbate herself to orgasm in the clearing near his tree stand, and then watched her disappear into the woods.

Vance continued to look at Misty. She was doing the same thing she had done in the meadow, but now he had a much better view. She had much better grooming habits than he expected for a hippie. Her legs were smooth and hairless and her pussy was clearly visible beneath a neatly trimmed patch of pubic hair. Two of her fingers disappeared between the smooth curves of her outer labia. Just a bit of her inner lips were visible. Vance slowed his approach as he watched her lift her hips off the rock and thrust against her hand. He wondered if she was thinking of him while she finger fucked her pussy. Vance noticed Keith walk past him, clearly focused on Misty's breasts.

"That's close enough," Misty said sternly when she sensed the two men were only a few feet away. She was not ready for them yet. She withdrew her hand from between her legs. Using both hands she grabbed her breasts, pushing them together and pinching her swollen nipples between her thumb and forefinger. She was in the perfect place where she had just a taste of orgasmic euphoria but not so much that her arousal started to fade. What made it even better was that she could feel them looking at her. One of them was staring at her tits; the other was fixated on her pussy. She opened her eyes and raised her head. Vance was framed by her thighs.

"You," she commanded," I want you on your knees right here." She motioned to Vance, and then pointed to a spot on the rock behind her head. Misty turned her attention to Keith, "And I want your face right here." Misty put her hand between her legs.

Keith set his pack on the rock then followed Misty's instructions. Vance pulled himself out of the water and knelt at the indicated spot. He lifted Misty's head and slipped the pack underneath it, quietly pulling two condoms out a side pocket in the process.

Grabbing Vance's wrists Misty tilted her head back to make eye contact with him. His deep blue eyes were flooded with lust. "I want you to watch for a bit," she said as she put her legs over Keith's shoulders and pressed her heels into his shoulder blades, pulling him closer. She shifted her stare to Keith just long enough to give him his marching orders, "Stop worrying about that fucking fish and start licking my pussy."

Without hesitation Keith put his arms around Misty's legs. She jumped a bit when his cold fingers pressed into her warm thighs. He buried his head between her legs, lapping at her vagina. His cock ached, jealous that it was stuck in the cold water when a hot pussy was so close.

Misty released her grip on Vance's wrists, "Don't move." She scooped her breasts up and began to caress them roughly. Using her thumbs she toyed with her erect nipples. A soft moan escaped her lips as Keith's tongue penetrated her pussy. Misty looked up at Vance, she could see the lust in his eyes and was impressed that he had the discipline to follow her directive.

"Do you like my tits?" She asked seductively.

"Oh hell yea," he replied,

"If you keep behaving I might let you touch them," she teased.

The aching from his cock was almost unbearable, but Vance stayed put. He shifted his gaze to look at Keith; he was noisily licking Misty's pussy. The cold water did not seem to have dampened his enthusiasm. Vance wondered why Misty had chosen to taunt him. He took in his view of her body. For an older woman she looked fantastic. Based on his initial assessment he had expected that she would have sun weathered skin and hairy legs. In fact quite the opposite was true. He watched as she pinched both her nipples and tugged on them until the skin was pulled taut. She did not have the perky breasts of a twenty year old, but they were still a sight to behold. The warmth of the sun was finally bringing his body temperature back to normal.

Putting her feet on Keith's shoulders Misty reluctantly pushed him away. She was thoroughly enjoying what he was doing, but she wanted to feel something larger and harder than his tongue. She sat up and turned to look at Vance.

"You," Misty ordered, "lie down on your back." She waited patiently while Vance assumed the position she had requested, and then picked up one of the condoms he had pulled out and slowly rolled it down his erection. Next she turned her attention to Keith, "Get up here, I want you on your knees."

Keith quickly obliged and she slipped the second condom over his frigid erection, then Misty straddled Vance's legs. She looked over her shoulder at Keith, "I want you right behind me, but don't get any ideas. I will tell you when it is your turn."

Vance groaned as Misty grabbed his cock and guided it between her legs. Even with the condom he could feel how hot she was. The moment he entered her Vance saw Misty grab Keith's hands and place them on her breasts, then pushed her hips down. Vance moaned again as Misty completely engulfed his erection. He felt her pin his wrists to the rock as she began to grind against him.

The feeling of Keith's cold cock nestled between her ass cheeks was a bit of a shock at first, but it warmed up quickly. She reveled in the feeling of being between two naked men. Misty rocked her hips back and forth, grinding her pussy and ass between their cocks.

She leaned forward, forcing Keith to put one hand on the rock to maintain his balance. She paused, letting her unencumbered breast hover just out of Vance's reach. Misty decided to make Vance wait just a little longer. She continued to ride him, delighting in the feeling of her pussy stretched around his swollen cock. She moaned loudly when Keith pinched her nipple between his fingers. When she had taken him in as far as she could she tighten up her muscles and squeezed his erection. Then she clamped her ass cheeks around Keith's dick. Misty relaxed and did it all over again.

"I love cock," Misty moaned as she writhed between Vance and Keith," I could do this all day."

Deciding that the teasing had gone on long enough Misty leaned forward enough for Vance's eager lips to reach her naked breast. He started off trying to return the taunting, circling her stiff nipples with the tip of his tongue. But he was unable to resist her charms and soon his lips were pressed against her breast as his tongue lashed at her.

This was not Keith's first threesome, but it was the first he did not pay for. Being told to wait his turn was also a new twist, and listening to Vance and Misty was certainly making him look forward to driving his cock into her hot, wet slit. He knew Vance would tease him about getting sloppy seconds, but at the moment he did not care. At least they had condoms on, so he would not have to deal with another man's spunk. He was more than happy to keep squeezing her tit in his hand as he rubbed his erection against Misty's firm ass. Listening to Misty get Vance off only increased his desire to fuck her brains out.

Testing Misty's resolve to keep him pinned down Vance tried to raise his hands to her tits, but she would not release him. He could easily overpower her, but he preferred to remain her captive. Vance tried to keep his mouth pressed against her breast, but as she began to ride his cock faster and faster he could not keep up. He lowered his head and watched her tits, one flailing freely, the other held tight in Keith's hand. He could feel his orgasm building; soon he would be past the point of no return.

"Come for me baby, I want you to come," Misty growled. She could feel her own climax building and she wanted to have Keith start fucking her before she came. She regretted that Vance was wearing a condom; she liked the feeling of being filled with cum. Misty looked into Vance's eyes; trying to gauge how close he was to orgasm. She could see that he was struggling to hold back.

"Give it to me. I want you to come inside me. I'm ready for it, I'm so ready for you to come," she said in a sultry voice. Misty slowed down, trying to feel every contour of Vance's cock and it slid against her labia. She squeezed him tight and stared directly at him. Misty licked her lips and then slowly mouthed 'Come inside me'. She felt Vance tense and then relax as his orgasm rushed out of his body. When she felt his erection begin to fade Misty let it slip out of her body. She reached back and grabbed Keith's cock, stuffing it into her pussy. The moment she had released Vance's wrist he had grabbed her breast. Although she enjoyed feeling him caress her, she enjoyed having him trapped more. She pulled his hand away and pinned him to the ground again.

"You got me half way to coming, let's see if Keith can do his part. Are you ready to watch me get fucked from behind," she said. This position was a bit of an experiment, she had never actually had sex like this before. She had fantasized about it many times, but this was the first time she had actually tried it.

"Fuck me hard, I want your cock," Misty said over her shoulder.

Taking his hand off her tits and putting them on his hips, Keith rammed his erection into Misty. He could hear his hips slapping against her ass. He could see her breasts swing from side to side as he pounded his cock into her over and over with long, hard thrusts. Each time his throbbing erection split her labia apart he inched closer to climax.

"Don't stop, don't stop, don't you dare fucking stop. Harder, harder, fuck me harder," Misty moaned. If anything, Keith was obedient. Each time his hips crashed into her ass she almost fell forward onto Vance. She looked down at him and decided she had teased him long enough. Misty released his hands and made a quick glance at her breasts. The encouragement was probably not needed. His hands were on her tits in seconds, stroking and caressing them. Having Vance play with her tits while Keith fucked her accelerated her towards climax.

"Oh yes, yes, yes. I'm going to come. Don't stop. Please don't stop. Make me come all over you hard cock, make me come," Misty begged.

Keith was pretty certain she was not faking. Even with the condom on he could her muscles contract as she was enveloped by her orgasm. He was on the verge of climax himself. Only after she collapsed onto Vance did he stop fighting to hold back and with a loud groan he let his orgasm wash over him.

The three of them lay in a heap for a few minutes. Misty was the first to snap out of post orgasmic bliss. She wanted more. And she wanted to see how far she could push the two men out of their comfort zone.

"It's time for a little sensitivity training," Misty said as she removed herself from the tangle of arms, legs and cocks. "I want you to stand back to back and hold hands."

Vance and Keith both looked at her like she was insane.

"I promise you this will be worth it," she said, licking her lips. She watched at the two men awkwardly complied with her instructions. She felt a rush of excitement as she watched them. There was no way she could match either of them in physical strength, and Vance was probably smarter as well. Yet both of them complied with every one of her requests, even the ones that made them uncomfortable. She circled them slowly, admiring their bodies and looking into their eyes. She could almost see the gears turning in Vance's head, like he was calculating all the possible outcomes and weighing the risks and rewards of each. Keith was quite different. He had a wild look in his eyes; she could see that he was struggling to comply with her order to remain still. She wondered if he would lose control before she was done with him. She put her hand on Vance's chest, pushing him back until his body was pressed against Keith. She circled them one more time. Vance's erection had returned first. It made sense; he had at least a few minutes head start of Keith.

"I'm going to suck your cock now, but tell me when you are close. I don't swallow," she said, "at least not today. I want you to cum on my tits."

Vance smiled as he watched Misty get on her knees, positioning them between his feet. She was so close she had to lean back to get her mouth near his erection. She grabbed his cock with one hand and pulled it down until it was almost horizontal. She opened her mouth and Vance expected her to wrap her lips around the engorged head of is erection, but she did not. Instead her tongue snaked out of her mouth and the tip gently caressed the sensitive spot just below the rim of his cock. Her other hand was on her breast, tugging on her swollen nipple. Her position gave him an excellent view of what she was doing. Watching her was so arousing Vance knew she could probably bring him to climax without ever taking his dick into her mouth. He decided if she made him come like this he would not warn her, but would shoot his load into her mouth and all over her face. His plan for a vengeful orgasm faded from his mind the moment she slid his cock into her mouth. She let go of his cock and her breast and extended her arms until her hands were on Keith's hips, then she pulled back. Vance did not care. He was completely focused on watching her head bob back and forth. The sensation of her lips sliding up and down the length of his erection, and her tongue swirling around his cock was amazing.