Festival

"Oh my God," I muttered to Kelly as we crested the hill, an ocean of multi-colored tents spread out in front of us. "How in the hell are we going to find them?"

Kelly turned to me, wide eyed in despair and shrugged. We had waited in traffic for hours to get in. The guys, my brother Brad and his friend Matt, had jumped out of the car as soon as we cleared security and hoofed it out, carrying our tents and their backpacks, hoping to secure a somewhat decent spot. Kelly and I sat in the long, slow traffic jam to finally park and then waddled to the camping area, weighted down by our packs. The camping area for the music festival was huge, thousands of campers there already. Finding them took most of the afternoon, the sun starting to set before Brad found us at the showers and led us to our campsite. Naturally, he took Kelly's backpack and let me struggle on my own behind the happy couple. Our place was just another pair of tents in a long line of tents, we were only one row away from the forest.

Tickets had been a gift from my parents to Brad and me. I gathered there had been no small amount of arm twisting to get Brad to bring me along. When Liz had to opt out, Brad got to bring one of his friends from college. Kelly and I were fresh out of high school, Brad and Matt were entering their junior year. Matt was absolutely gorgeous. Tall, broad shoulders, easy smile, he was almost out of my league. I didn't think much of it though, I was there for the festival and not to find a boyfriend. Brad clearly had his eye on my bestie Kelly, and she sure didn't seem to mind. Anyway, I was super excited about the festival. We put together dinner and waited for the guys to return, as they had gone to the car to get the beer, returning well after sundown and grumpy at me for having the location wrong. We got blasted that night and went to bed, the girls in one tent and the guys in the other.

The festival was huge, with four enormous stages, so many bands. We lost ourselves in the music, dancing in the sun, singing. Kelly and Brad split off, Matt sticking around with me. I told him I'd be fine, but we ended up hanging out together. We looked at the numerous shops selling all kinds of gear. Dinner time, he ignored my protests and paid for my meal. Matt was... nice. Real nice. Definitely easy on the eyes, about a head taller than me with broad shoulders and tight ass. The light shows at night were fantastic, I was lost in my own haze of happiness. The crowd pressed forward and I ended up wrapped in his arms. It felt great, so nice to feel the warm skin of another as I let the music take me over. I was being naughty, grinding my ass into him, feeling his bulge. His arms enveloping me, his hands stroking my bare belly during the slow songs. It was amazing. Finally the last show ended and we wandered back to find our tents in the sea of darkness. A lot of people were still hanging around, but we headed to our tents. Brad and Kelly were nowhere to be found.

"I'm going to take a shower," Matt announced as we reached our tents.

"Man, that sounds great, I'd love to join you," I sighed, before realizing what I had said. "I... I mean, I would love to take a shower too. I mean... not with you... I mean." The chill vibe just vanished as I shoved my foot further into my mouth, a blush burning on my face. Thank God it was too dark to see.

"You're cute," he chuckled. "Come on, grab your stuff and let's go."

I paused for a moment, wondering if I had just agreed to shower with him. Not that it would be so bad, he was awful cute, but that's not what I was intending. I grabbed my stuff anyway and followed him.

"I found out they clean the showers in the afternoon, so they should not only be deserted, they should be clean and have hot water," he explained while we walked.

As we approached the showers, I noticed they were completely deserted. A random thought entered my mind. I would be alone, naked, in the deserted shower building in a remote area. What if someone else was lurking? Matt dropped me off on the ladies' side and I peeked in, seeing no one. It just felt a little creepy. Matt seemed to sense my unease and offered to wait outside for me. I fluttered a bit, feeling like a child, but then happily agreed. I took the fastest shower in the history of girldom and emerged feeling fresh and happy, rousting Matt. Outside the men's showers, I waited as he took his shower. Silent minutes ticked by and fear began to creep into my mind. If anything, I was now more exposed, just a girl in shorts and a tank top sitting under a lightbulb all by herself. I considered moving out of the light, but that would put me in the darkness. I couldn't see out at all, the night closed in tight around the light of the bulb. My imagination went into overdrive. Every sound was some monster, creeping closer. Then it finally happened, male voices. Drunk. Boisterous. Getting closer. Closer still. I lost my nerve and dashed into the shower building.

"Matt, hey, can I stay in here?"

The shower curtain immediately snapped back and his head popped out.

"Katie, you okay?" he asked, concerned.

"Yeah, um... I... like," I stuttered. So he was naked behind that curtain, right? The blush was back with a vengeance as I ripped my eyes back up to his.

"Something going on out there?"

I shrugged, and then my mind caught up with what my eyes were seeing. The men's showers were different from the women's, which had a shower stall and their own little changing stall. Here, there was a hook for your towel, and the guys changed out in the open by the bench, where Matt's clothes were.

"I... I'll turn around," I said and faced away, just in time to see the three guys enter.

Suddenly I was standing there facing three puzzled strangers.

"Hey."

"Hi," I chirped.

Matt's head popped back out. "Hey, we'll just be a minute, I'm almost done."

"Hey man, she can...," one guy started before the other guy smacked him.

I felt like I was twelve, a kid caught where she wasn't supposed to be."

"I'll just look this way," I offered.

"It's cool with me if you wanna..."

"Bro, chill," Matt snapped.

"Cool, cool."

They filed past me as I stared at the wall. Behind me I could hear them undressing. Three guys. Were they looking at my ass? I started to move out of the door, but then figured they would think I was peeking, so I stayed. Shower curtains opening, showers coming on. Naked guys in the showers behind me. What the hell was I doing the men's showers?

"Hey, you ready?" I jumped as Matt startled me from behind.

"Yeah, totally," I squeaked and scampered out of the door.

The security golf cart was coming around, and I was partially blinded by the darkness, so naturally I tripped and fell. Matt helped me up and I gathered my things, the golf cart suddenly upon us. A spotlight lit me up as I straightened.

"You okay, miss?" a woman's voice asked from the side of the light.

"Yeah, yeah, I'm fine," I stuttered. The light continued to shine on me, fortunately not in my eyes.

A moment passed. "You sure you're okay?" she asked again.

"I'm fine, I just tripped. I'm fine."

"Okay, you two be careful walking back."

The light went out and the cart left. I breathed a sigh of humiliated relief as we started to walk again.

"You know why he kept that light on you, right?"

"To see if I was okay?"

Matt snorted in amusement. "No, your nipples showed through your shirt."

I yelped and balled up, despite the exposure being long past. I was only wearing a tank, no bra, as it was dark and I planned to just go to bed. Had those dudes seen my nipples also? No wonder they were gawking at my chest! I was practically topless in front of them! Slowly my rational mind fought its way back. When I had checked myself in the mirror, my nipples weren't showing. When I had this top on at home, my nipples didn't show. I realized what was going on.

"You're teasing me!"

"Nope."

"My nipples do not show through this shirt."

"Maybe not with regular light, but under the spotlight they sure did." I gawked at him in the darkness. "Quarter sized."

I blushed again and needlessly covered my chest. Closer to nickel sized, in my opinion. Somehow Matt navigated us to our tents, passing tents with snoring, some with small parties outside. We arrived at our tents and I was about to say something when we heard it. Brad and Kelly were having sex in the guy's tent. It's not like Kelly was shrieking or anything, but it was very clear what was happening.

"Um," I said.

"Right. I'll sleep outside."

"No, don't be ridiculous. There's plenty of room in my tent."

We got into an argument, loud enough that Brad and Kelly stopped, although she didn't come out. I finally convinced him, and we got into my tent. It was still too warm to get in the sleeping bag, so we laid on top and he took off his shirt. He was much wider than Kelly, so we were laying shoulder to shoulder. I stared up at the dark ceiling, listening to Brad and Kelly starting up again, wondering if I should say something. This was way more awkward than watching a movie sex scene with my parents. The golf cart stopped a few tents down, bathing the tent in dim light. I looked over to the cart and saw a bulge on his body. It took me a moment to process before I realized what I was looking at.

"Hey, put that away," I giggled.

"Yeah, doesn't work like that."

"Oh my God," I said as I looked away, grinning in embarrassment, but then looked back. "Can you sleep with that... thing?"

"Nope."

"Um. So what are you going to do?"

"Wait until you fall asleep, then go into the forest and take care of it."

"You should have taken care of it in the shower," I giggled, still fixated on his cock.

"I tried, but then someone barged in."

"Uh...," I started, my mind suddenly filled with the image of him, naked, stroking his hard cock as I ran into the shower building. Did it just twitch? My mouth felt dry and I swallowed.

"Yeah, all that dancing, and then the spotlight, and then hearing them, and laying here smelling girl."

Silence filled the air as I stared at his bulge, a tingle running through my body until my brain caught up.

"Sorry," I finally whispered. It definitely twitched. "Can I help?"

He turned his face to me. "You said that like you don't know."

"I... I mean, uh... do you want me help?"

I looked to his face in the dim light, unable to make out his features, half disbelieving what I had just offered. Butterflies filled my belly. I had given hand jobs, even blow jobs before, but always with a boyfriend and always after long, intense make out sessions. But God damn, he was right there, and it was half my fault he didn't take care of it earlier.

"I wouldn't turn it down."

"I... okay."

Neither one of us moved.

"You sure, Katie?"

"If it'll make you feel better."

He lifted his ass off the ground and paused, looking at me in the darkness. I finally connected the dots and rolled to my side and reached out to his shorts. His other hand gripped the other side, just as the golf cart rolled away. We were now in pitch blackness, and I was denied the chance of seeing his member. I tentatively reached out, blind, and finally found him. His cock wasn't that hard, but he gave a small groan of contentment. I began stroking him, feeling him harden by the second. He shuffled around, and draped his arm over me, bringing me in so that my head was resting on his meaty shoulder. His hand slipped under my waistband and began stroking the skin on my side as he laid there, silent. His dick continued to grow.

"Am I doing this right?" I asked.

His head turned to me. "You've never done this?"

"Oh, no, I have, it's just I don't know if this is how you like it," I quickly covered up.

"Hmmmm," he replied and put his head back down.

Jesus he was thick, much thicker than Chris or Adam. Were all college boys this big? My hand couldn't even close around him. I finally noticed that Brad and Kelly had finished, silence filling the tent as I slowly stroked him. As I said, my previous experiences had always been at the end of intense make out sessions, just going crazy as we kissed. Here I was just jacking off a guy while we laid together. I honestly had no idea if I was going it right. He just laid there, silent, breathing slow as I worked. I was on my right side, my arm trapped beneath me, trying my best with left. Was I supposed to stroke up and down his whole dick? Or just hold on tight and pump that one area? I wished I had watched some hand job videos so that I would know what to do. He reached over and cupped my face gently, caressing my cheek. I melted with a sigh.

"Is that okay?" he asked.

"Yes," was my shaky reply.

Minutes passed, his hand now back on his chest. I asked if he wanted me to play with his balls. His reply was to kiss me on the top of my head. After debating it in my mind, I decided that was a yes. His grunt indicated that I had guessed right. Not only was his dick bigger than my previous boyfriends, his balls were bigger too. How the hell did I not notice these in his shorts? I wished I could see his face, heck I wished I could see his cock. I went back to stroking him, this time finding precum dripping down his shaft, wetting my hand. A new flock of butterflies filled my belly. I slid my hand all the way up his cock, finding it not only thicker but also longer than my previous boyfriends. His hand left my hip and settled on my arm, caressing me as I worked. Previously, my boyfriends hadn't lasted long, but again that was after a long make out session. Or maybe I was doing a poor job. At any rate, my arm was getting tired. I imagined all the hand jobs he must have gotten from college girls and wondered if I just didn't measure up. I thought about sitting up so I could use both hands on him, but he sure seemed to like holding me. Finally I just couldn't hold it in any longer.

"Is there anything else you want me to do to help?" I whispered.

He looked at me for a moment. "Take your top off."

I let a protest die in my throat. I figured it was dark enough and sat up and pulled off my tank. He pulled me closer and over him, and my breast landed on his mouth. I yelped as sucked my nipple, reaching over with his hand to fondle my other breast. I could barely stifle a whimper. I went back to stroking him as his talented tongue brought me to a boil. Sometimes he would use his teeth, sometimes he would pinch, sometimes at the same time, other times opposite. I was doing all I could to keep silent as I stroked him. His other hand had slid into my shorts and was groping my ass. I wished I could use my right hand to cover my mouth, but I was leaning on it to keep me in place. Jesus I was turned on.

"Fuck yeah," Matt groaned, cupping my face again, his breathing ragged. "I'm getting real close."

Suddenly he grabbed a handful of hair and was pushing me down. I instinctively took him into my mouth and swirled my tongue around his cockhead as I continued to pump. Moments later he stiffened even more and rope after rope of his hot cum filled my mouth. He was groaning my name through gritted teeth, praising me while trying to keep quiet. And he kept on cumming. Maybe that was why his balls were so big. Finally he finished and slumped back, spent. I pulled back with a cum filled mouth, cheeks bulging as I desperately tried to figure out what to do. I don't like cum and have always spit, but here in the darkness of my tent I had no idea what to do. There was no trash can in the tent, I couldn't go out topless. He kissed my arm as I sat there in frantic indecision.

"God, Katie, that was incredible. So good."

Finally I gave up and choked it down. I didn't even have water to wash my mouth out. I laid back down beside him and he entwined his hand with mine as we both caught our breath. He whispered more praise to me, and then his breathing slowed and I realized he had fallen asleep. I lay there in the dark, topless, the taste of cum heavy in my mouth. I was completely turned on, I'm sure I could have made myself come in mere minutes, but he was holding my hand. I looked over to him in the darkness, feeling him close. It felt so... intimate. I had never actually slept with a guy. My heart melted anew. I draped my tank over my boobs, listened to him sleep, and finally fell asleep myself.

I awoke, nestled in his arm, snuggled up against his warm, hard body. The tent was already well lit by the sun. My tank top had wandered away, so it was skin on skin.

"Hey," he smiled at me.

"Hey."

"You okay?"

I just nodded, looking into his dreamy face. He sat up and pulled on his shirt as I covered myself with my arm and looked for my tank top.

"You want to sleep in some more or head out?"

"I'm good, let's go."

"So, ah, Katie. Did last night happen?"

"Uh, yeah," I blushed.

"I mean, your brother and all. You want to play it straight?"

"Oh, yeah. I guess, like nothing happened." I zipped my lips,

"Cool."

We were up way early, with hours to go before the first bands came on. We wandered around and ran into a group of older folks who were making an actual country breakfast. They invited us over and we ate with them. Then we went up on the hill and laid down together in a food coma, looking across the valley as tent city slowly woke up. We spent a few hours there, just talking. Eventually it was time for the music to start, so we went back to the tent to change. Kelly quietly apologized for kicking Matt out of his tent, but I acted like everything was fine.

The music was once again terrific, and Matt and I were a couple. I felt buzzed, even though I wasn't on anything. My body just felt electric. The colors seemed brighter; the people friendlier. In the afternoon we took a food break and got to talking. Matt reiterated how much he enjoyed last night. One thing led to another and he mentioned that there really weren't any bands he was interested in for the next few hours.

"Campsite may be empty," he smiled.

"Yeah, what did you have in mind?" I replied, acting all innocent.

In fact, I was somewhat innocent, having never had sex. But he was here, and he was hot, and I was horny. I gave a little nod. We looked at each other, both of us smiling and we got up, giggling like kids. Matt guided us to a shop along the way and bought something. He grinned as he showed it to me, a lube for intimacy. It turns out it was a CBD lube, but I didn't bother reading the label. At this point I wasn't sure at all I needed lube; I had been turned on all day.

We got to our tent and jumped in, clothes quickly coming off. It was the middle of the afternoon, so the tent was well lit. It felt so naughty making out in the light! We started making out, his hands all over my overheated body. He handed me the lube and told me to put it on myself. I applied it liberally to my pussy, which was already wet, but I did what he told me. We continued to make out, my body heating up as he found erogenous zone after zone on my body. Finally I pushed him back sucked him for a moment, then laid back. I was ready.

"You sure?"

"Yes."

He positioned his hips and slowly pushed forward. I swallowed. I had heard that the first time could be painful, but a combination of the lube, his gentleness, and perhaps the slim vibrator I had used at home made everything perfect. He pushed another inch forward, me groaning as that thick cock stretched me out. He pulled back and then fed me another inch, reaching parts of me I never knew existed. My pussy was becoming the center of my world, throbbing with need. Finally he mounted me completely and I groaned in ecstasy.

Then I heard it, a giggle from behind us. There had been some people in the row behind us hanging out and drinking. I hadn't really thought about it before, but now it felt like they were sitting two feet away, only separated from us by a thin wall of fabric. Matt grinned down at me.