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Friends With Benefits  

JimmyB7474 59M
0 posts
6/26/2017 1:35 pm
Friends With Benefits

Ah the smell of summer! How I loved living near the ocean during this time of year. Plenty of girls in bikinis to view, the smell of the salt in the air, and hell, I could even tolerate the tourists causing traffic every weekend. This summer was especially nice as I had nothing planned, other than to work fulltime during weekdays, as it was the year that I graduated from high school and would not be enrolling in college until the spring semester. So I spent the weekends, and some weeknights, at the local beach.

This particular Saturday was absolutely gorgeous. There was not a cloud in the sky, the sun was shining bright for ladies looking to tan, and I had found an area away from the majority of the screaming that had descended upon my beach. Then it got even more beautiful as I caught sight of a familiar face walking my way.



Her name was Kim and though we had feelings for each other, I was her friend, we remained uncommitted due to her out-of-state college plans. She had long red hair, a beautiful smile, a pair of perky C cup breasts, and a round ass to that led to long, lean legs. We met while chatting on Meelp.

As Kim spotted me she lightly jogged the rest of the way to my spot. I admired the way her breasts bounced against her athletic frame. She had been a cheerleader so she was toned and fit just not in a muscular way. Her hair was pulled back in a ponytail today and I also noticed she was wearing a nice blue and green bikini. It was triangle- shaped over her breasts and had spaghetti thin straps for both pieces. My dick was already growing as my mind remembered her beautiful nude body,I quickly tried to discourage an erection by lightly pinching myself. It seemed to work just in time for Kim to reach my area and drop her blanket to join me. OH! KAY!
"Well look at you! Looking all hot and sexy today!" I greeted her.

"Well it's nice to be noticed." she replied as she gave me a hug.

I noticed something was wrong by the tone in her voice so as I let go of her I asked if everything was okay with her.

"Yeah, well Jimmy, no not really. Everything is in a state of change and chaos for me. I'm trying to enjoy this last free summer, but I can't." Kim answered.

I placed my hand on her back and softly rubbed as I encouraged her to continue.
"Well the first thing was the end of high school which now leads to college four hours away. So now I'll be living on my own with no friends, not even you, around. And now I've learned that my parents are splitting up!" she finished as she rested against my shoulder.

"Wow! That’s rough. I didn’t know." I responded.

"Well," she began as she wiped a single tear away, "my mother was in love with him, but my father was in love with some at his work. He's leaving for Florida at the end of the month so my whole life is changing all at once." she said with a ton of anger.

"Kim darlin’ let's try to enjoy today then." as I turned her neck to look into her green eyes. "Let's just focus on us and not on stuff happening in a few weeks or months from now."

She pondered that for a minute or two before nodding, "Yeah. Let's do that. Let's just live for today."

We didn't talk for a while. We just laid there soaking up the suns rays and getting tanned. Eventually it was time for us to switch and lay on our stomachs. Kim eagerly applied the lotion to my back and then it was her turn.

"Do you want tan lines?" I knowingly asked.

"No, but be nice and careful." she said warningly.

As I removed the string ties from her neck and back I could feel my dick stirring. I didn't help matters any as I applied the lotion to her back and let my hands run along her ribs and the sides of her breasts. She playfully swatted my hands away.
"Jimmy, we are in a public place!" she said.

"I know but I'm done anyways. Now if you'll excuse me I'm gonna take a quick dip in the cold water." I hinted.

"Nah, just stay here with me, please? You can cool down in a bit." she requested.
I laid down on my stomach and stayed quiet for a while. It was easy to stay there as I heard the waves crash on the each and the seagulls cry out as they flew overhead searching for food.

A little later I realized how hungry I was and apparently, so was Kim. When I mentioned food she got up onto her knees and elbows and left her top on the blanket and I became transfixed on her perky breasts swaying in the air. She gave a quick yelp and pulled her top to her chest even though there was no one else in the immediate area.

"Thanks for the freebie!" I grinned at her. "Now I definitely need that dip in the cold water.

"Yeah well only a quick one then we should go grab some lunch. Oh and I have some shopping to do too." she replied.

After a quick tie of her top strings we make a dash for the water. Having laid in the hot summer sun for so long the cold water is quite a shock to my system. I force myself in up to my chest and Kim soon joins me by my side. My semi-hardness has gone away by now and even if it didn't no one could see it anyways. I decided it was time to play a bit. I reached for her ass and squeezed her soft flesh. She responds by feeling for my dick and is surprised when she finds it.

"Wow is it small. I mean, I don't think I've ever felt it when it's soft." she attempts to correct her veiled insult, "It's more amazing how it grows so large."

I softly laugh in response, "It's okay, it's the cold water. I'm pretty confident in my manhood anyways."

"So cold that we can't have fun out here, I take it." she states.

"Well not with me." I say as I yank her bottom piece down her legs.

"Jimmy! No," is all I hear as she moved backward to get away and apparently tripped over the bikini bottom and fell backwards and down into the surf.

She surfaced a moment later trying to be angry at me before laughing and then shivering from the cold. I went to wrap my arms around her to warm her up but she just slammed into me and pushed me under the surface. I broke free and rose up shivering from the cold water. We both laughed through the shivers and, after Kim readjusted her bikini, we quickly departed to the hot sandy beach. Once there we packed up our blankets, went through the showers available in the restrooms, and took off in my truck.

We drive straight to the local mall where there is an abundance of shopping and a large food court. I choose to grab a burger while Kim buys Chinese for her dinner. As we ate the food we continue to talk about her parents impending divorce.
"I mean, I guess there were signs. They were having less sex." she further explains upon seeing my inquisitive look "Well the walls aren't thin but you could hear the poundings or the occasional moan or scream. They also used to spend a lot of their time in their bedroom but nowadays mom is watching TV with me or out with her friends. I should've seen this coming."

"Nah, want to believe the best of their parents, plus your mom is beautiful so she won't be lonely long." I say without thinking.

Luckily she either wasn't paying attention or decides not to respond anyway. Having finished our meal we wander through the mall as Kim tries on outfits and clothes for her college wardrobe. Then, about ten minutes to closing time, we stand in front of a popular lingerie store. I know Kim could use some nicer, more comfortable undies and, well, I wanted to help pick them out.

Being a small store there was only one clerk inside, and we payed her little attention at first. I picked through a few bras and panties and soon realized Kim was on the other side of the store with the clerk. Kim seemed to blush and then followed her into the fitting room. I continued to look through various corsets and teddies when I heard a voice behind me.

"Your girlfriend is cute when she's nervous." the clerk says.

"Yeah well, we're not exactly a couple. Just trying to help her get ready to leave for college next month and thought we'd stop in and look around." I responded.

"I just fit her for our bra sizes as they can be a little different and she was acting nervous like she's never done it before. She has a nice-sized chest, a 34C in case you were picking stuff out."

"She probably hasn't been measured before, and what do you mean different sizes?" I asked.

"Well take these for example," as she cupped her breasts in her hands (oh my god!) , "here they are a 36DD but for other manufacturers they might only be a 36D." she nonchalantly explained.

I was unable to take my eyes off of her cleavage. It was then that I first really looked at her. She had olive skin and stood at the same height as me, her large breasts notwithstanding she had a very curvaceous figure as well. Her long black hair went down to at least the middle of her back. Having ogled her long enough I realized I didn't know her name.

“And your name is….?” I managed to say.

"Oh it's Kelly. Will you guys be staying long? I have to close up soon."

I pulled a crisp fifty dollar bill and put it in her hand. "Just let her try on a few things and don't worry if I slip in the room with her. Okay?" I hoped she would be.

"Well I suppose if you opened an account it would take about 30 - 45 minutes to process as she handed me a clipboard and winked.

I walked to the changing area and told Kim to select a few different things to try on and I'd be back as soon as I could. I burned through the application as fast as I could as Kim selected quite a bit to try out. As soon as she re-entered the area I joined her.

"You can't be back here." she gasped.

"Why not? I didn't see a sign. Besides the clerk has other things to do right now. So get to it." I directed her.

I couldn't tell what was what in the bundle she had tucked in her arms as Kim went into an enclosed room to change, I just knew I wanted to see her in as little as possible. The area I was in was designed more for friends to sit and wait as there were a couple of nice chairs and even a small sofa and bench seat. One wall had a full-sized mirror, two others held rooms for the actual changing and the fourth wall was blank and held the entrance/exit into the showroom. I waited patiently for a few minutes until Kim was ready to show off her first choice. She peeked out to ensure it was still just me and giggled shyly as she emerged from the room. I gasped at the matching red bra and panties she was wearing.

They were lacy and the bra was low-cut showing a lot of her smooth cleavage. She spun around revealing her high-rise panties. The bottom of her ass cheeks were exposed as the fabric only covered the top half. The lace in a flowery design with brief spots being see-through. Her hands went to her breasts as she faced me again and she undid the front clasp but then teasingly kept her hands covering her breasts for a second before resealing the clasp. Then, without a word, she went back into her room to change.

Kim's next choice was a stunning strapless corset. This time she had chosen a bright blue that accented her long blond hair as it flowed against it. The corset pushed her breasts upward and together and I swear I could already see her areoles. She walked right up to my chair and let me take it in before turning around. The corset covered her back but covered none of her sweet bottom. It was a fabulous thong that had a strap running along the outside of her bottom to elevate it slightly. I couldn't resist grabbing her ass and kissing it softly.

Kim playfully swatted me away before dropping her eyes. I followed them to see that my dick was pitching a tent in my shorts. She quickly unzipped me and brought my dick out in full view.

"Didn't think it would take much," she uttered as she squeezed my dick, "and I've got more to show you too." she winked and walked back into the changing room. I didn't even realize that my dick was still out until I caught movement off to my right and saw Kelly staring at it. I quickly covered it with both hands and Kelly looked straight at me.

She quietly whispered, "Nice package." before turning and leaving.

I let go of myself and wondered what would happen next. Then Kim came out in another bra and panty set and my jaw would've dropped to the floor if it could have. It wasn't that the light green matched her eyes, and it wasn't the anticipated softness of the cotton material. No, it was seeing an opening on each cup that was perfectly positioned over her puffy areoles. Without stopping she walked right up to me and sat on the bench seat across from my chair.

"That is a really nice bra you have on." I commented.

"That's not the best part." she replied in a seductive voice.

My eyes wandered south to see her blond landing strip and pussy also on display for me and I uttered a loud groan.

"That's right, they're crotchless, now let's see if they've worked their magic on you." Kim stated.

She leans forward and took the head of my cock into her warm, wet mouth. I felt her tongue slide down my shaft as her head bobbed up and down a few times before withdrawing from me.

"Well you're ready for me but I've got one final thing to try out and then we'll get out of here. It'll just take a few minutes to change." she smiled as she walked quickly away.

I again saw movement and attempted to cover myself as Kelly approached my chair. She looked down at my hand-covered crotch and then looked at me.

"I was just bringing you your temporary card to use. I also wanted to tell you not to be so shy." she said as she placed her hands on mine. "With a large dick like this," she lifted my hands off of it, "you have no reason to be. Just like I," she pushed my hands to her voluptuous chest, "have no reason to be shy either." she said quietly as she used her hands to push her shirt and bra below her impressive breasts.

I was frozen in my chair except for my hands which were squeezing her soft flesh between my fingers. Kelly gasped as I pinched her erect nipples. I didn't even realize she had her hands on my shaft until she started to pump it up and down. I brought a breast up to my mouth and gently nibbled on it drawing another gasp from Kelly.

"Almost ready." I heard Kim say.

That broke my concentration, and Kelly's as well, as she stood up and redressed herself.

"Do what you want to her, the gates already down." Kelly said as she quietly left the room.

I was desperately pushing thoughts of a nude Kelly or even a three way out of my mind when Kim stepped out with her final, most seductive lingerie on. It was a dark mesh piece that ran from just under her shoulders down to the middle of her thigh. Kim spun slowly around, letting me drink in the appeal of her body in the see-through fabric.

"I feel clothed and naked at the same time." she laughed. "So Jimmy, what's your favorite?" she asked as she walked up to me.

I felt the thin fabric in my hands. I brushed over her smooth, round ass and traveled around to her perky breasts. Feeling inspired by Kelly's actions a few moments ago I pushed one hand up under the material along her thigh until I found her pussy. Kim tried to swat me away but I pulled her onto my lap. My fingers easily pushed their way past her moist lips and as far into her as possible. Kim stopped struggling as she enjoyed my fingers sliding in and out of her. Her hips bounced in my lap, encouraging my fingers to move faster. Just as her face grew flushed and she started to moan a little she suddenly held my hand tight against her not allowing any movement.

"Stop Jimmy, you'll make me cum and then I'll have to buy this!" she said breathlessly.

"Well then take it off already." I suggested.

"Are you kidding?! Who knows what would happen if we got caught?" she said worriedly.

"Relax, I saw her drop the gate and I've already given her more than a days pay to stay out there. This night is about you having fun. So tell me," as I wiggled a finger still inside her, "what is it that you want right now?"

"What I want," as she pulled my wrist and hand from under the mesh teddy, "is for you to follow me and do as I say." she said in a suddenly determined voice.

I stood and followed her back into her changing room. It was larger than I initially thought. There was a mirror wall, a bench seat, and a corner chair. Kim led me to the chair and then turned to shut and lock the door. I moved to remove her lingerie but she stopped me with a look and slid her hands under my shirt. Kim’s hands ran all over my hairy chest, pressing against my ribs and stomach, before pushing it up and over my head. She wasted no time in dropping to her knees and undoing my button and zipper on my shorts and letting them fall to the floor. I now stood in just my grey, cotton boxers as she turned me slightly sideways. Kim slid my boxers off my waist, over my erection, and let them fall away. My full seven and a half inches stood out at an angle with a drop of pre-cum at the tip.

Kim stood up and seductively removed her lingerie. First she slid it off of her breasts. They hung as if suspended in mid-air and clearly needed no support. Then she turned around as the teddy fell lower and lower until her bare ass was visible. As she bent all the way to the ground I could see her pussy lips between her legs, but she snapped back up before I could act. Her hands went to my shoulders and guided me down to sitting on the chair in the corner.

"Now," she began, "I want you to take me. Right here, right now, however you want."
A few thoughts ran quickly through my mind but I settled on one that I knew would satisfy us.

"You see that padded foot bench?" she nodded. "Straddle it." I commanded her
The bench sat a few inches off the floor and was about one foot wide. It was clearly padded and had a red velvety type cover on top. Kim easily straddled the bench and pressed her chest against it. I pressed her knees towards her chest until I was satisfied with the angle her ass was at. In a final thought of heightening the experience I moved her slightly until she could easily watch me in the mirror.

As I lower myself to mount her I catch a scent from her. It's barely there but I can smell the salty air of the ocean and it reminds me of her bikini and how I wished I could have taken her right on the beach. My hands make contact with her soft ass and push her cheeks apart. Her sweet pussy lies fully exposed to me now and I guide my throbbing dick straight to it. With one hand on her ass and the other on my dick I lightly stroke the tip against her hot, sensitive flesh eliciting deep moans from Kim. Not wasting any more time I pressed myself into her. I felt the head break past her lips and into her warm pussy. Having penetrated her I used small thrusts to work my shaft into her until my stomach was touching her ass and I was fully buried in her.



I saw she had watched me enter her in the mirror and I was admiring her breasts as they swayed gently with each thrust. I leaned forward until I could reach her chest and practically molested one breast while I braced myself with the other hand on the wall. Then I started to fuck her. I withdrew as far as I dared with each thrust before slamming it deep within her. Kim’s moans turned to whimpers as I held on tightly to her breast and rapidly fucked her from behind. The vision in the mirror was beautiful. I could see Kim's face angled upward with her eyes shut tightly and her mouth fixed open emitting the sounds of her pleasure. Her one free breast was swaying back and forth in time with my thrusts. Her long blond hair appeared to vibrate from her body's movements.

"Oh oh, oh yes." she quietly whimpered.

"Look at yourself in the mirror," I instructed. "You like being fucked like this?" I asked as I thrusted harder into her tightness.

She nodded her head while biting her lip.

"Then let me hear you, let me know how it feels o be treated like this." I told her. "Like a horny little slut!"

Kim responded with passionate cries and moans as I repeatedly slammed my cock inside her moist pussy. It wasn't much longer until I felt her muscles tighten around my thick member and her voice grew higher in tone.

"Ahh, Ahh, oh, yes, almost there." she uttered. "oh god, Yes! Yes!" she screamed as she came.
Kim's pussy rapidly contracted against my dick and her hips spasmed against mine as she released her orgasm and climaxed. I didn't stop fucking her throughout it and I could feel my own impending orgasm building now.

"Oh Kim, oh I'm gonna cum, gonna cummmm!" I grunted as my fist shot of hot cum erupted from me. I kept myself buried deep in her as I emptied my entire load into her.

I looked down at my buried manhood and wished I had a camera to save this moment forever. Kim lay there catching her breath as I slowly withdrew from her. I used one of my socks to help clean up her thighs from our juices and left her to compose and dress herself.

"I'll wait for you in the front of the store, okay Kim?"

Kim only nodded in reply.

As I exited the changing room I caught my breath when I saw Kelly. She was sitting with her legs spread apart and her hand under her shorts. Her long dark hair was unkempt and she was breathing very deeply. When she saw me she just bit her lip, withdrew her hand and stood to leave. I followed right behind her, back to the register at the front of the store.

"So that'll be $93.25. Will you be putting it on your card today?" she innocently asked.

"Huh? What? Were you just fingering yourself in there? What exactly am I buying?" I asked in reply.

"Well to answer the first question there are some nights when, being in a lingerie store, brings out a fantasy for me. Tonight was extra special though. As for your second question you are buying me a little something as part of our arrangement. And here is my card with my cell phone number on the back. I’ll be expecting your call soon Mr….,” she stops to look at the temporary card, ”Jimmy Bond. " she answered.

Just then Kim exited, blushed a little when she saw Kelly, and went to the exit gate. Once Kelly let us out we found the nearest exit. Kim stayed quiet until we were back in the lot.

"Oh my god! That was sooo awesome!" she exclaimed. "And so hot! I think I'm getting horny just thinking about what happened."

"Same here." I said as I patted my dick. "You want to stop off for a late snack or something before I take you back to your car?"

"Yeah let's go to that ice cream place that's near the boardwalk." she answered. "So what's in the bag?"

Not knowing myself I answered, "Check it out and let me know if I did good or not." I was hoping Kelly picked something nice.
"Ooh you chose the matching bra and panties with convenient openings, and in green too." she informed me.

"Just wanted to match your beautiful eyes." I chimed back.

Placing a hand on my right thigh she said, "I'll make sure to bring these with me in case you ever visit me." squeezing my soft dick as she finished.

I smiled and knew that someone else at her school would be seeing these small scraps of clothing long before I would. But…. such is the way of friends with benefits.

And on the bright side, it looks like I just made another friend.

My blog JimmyB7474 is called Into The Woods (erotica) entertaining stories about a guy named Jimmy. Enjoy.


JimmyB7474 59M

6/29/2017 12:05 pm

    Quoting sexyldy1000:
    Another great installment in the adventures of a younger Jimmy!
    Loved it as it weaved a story of a fantasy I have always had but never fulfilled -having sex in a store dressing room.
    Well done!

Hey Sexy... Thanks for the great review! I'll have a new story about my college days ready by next week. Jimmy B.

My blog JimmyB7474 is called Into The Woods (erotica) entertaining stories about a guy named Jimmy. Enjoy.


sexyldy1000 68F  
9607 posts
6/28/2017 10:27 pm

Another great installment in the adventures of a younger Jimmy!
Loved it as it weaved a story of a fantasy I have always had but never fulfilled -having sex in a store dressing room.
Well done!


JimmyB7474 59M

6/27/2017 4:44 am

    Quoting FMAOPLS:
    You're 52, abd this happened during your last summer after high school? I didn't think this site had been around for 30+ years.

    Loved the story, anyway.
LOL.. it's called fiction for a reason Luv. I did draw on a few personal experiences but I updated the story a bit. The actual event took place at a hotel pool just after my first divorce back in the 80's. Cell phones were rare and expensive back then. Thanks for the review! Jimmy B.

My blog JimmyB7474 is called Into The Woods (erotica) entertaining stories about a guy named Jimmy. Enjoy.


rohan73451 57M
12 posts
6/26/2017 3:42 pm

ur so hot sexy and fuckiable


FMAOPLS 70F
27112 posts
6/26/2017 2:59 pm

You're 52, abd this happened during your last summer after high school? I didn't think this site had been around for 30+ years.

Loved the story, anyway.

Check out my profile or and become a "watcher" of my blog FMAOPLS,to learn more about me, and for intelligent, lively, smartassy and fun discussion, with a little irreverence thrown in. "Like" or comment on my photos, and I promise I'll add more. Thanks.


JimmyB7474 59M

6/26/2017 1:37 pm

Remember. All comments are welcome. Even yours~! lol Jimmy B.

My blog JimmyB7474 is called Into The Woods (erotica) entertaining stories about a guy named Jimmy. Enjoy.


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