Changes in the Neighborhood Pt. 05

I'm a retired gentleman who worked for forty years, most of it in Central California. I bought a 25 foot travel trailer as a retirement gift to myself and have been exploring many areas in this part of the country. I recently met my new next door neighbor, Denise. She just relocated from Southern California and was recently hired at our local market. Denise and I are developing a close relationship that I hope will flourish as time goes on. We have a tentative date to go to the beach this Friday.

I just returned from a four day RV adventure with my good friend Julie. She works at Sprouts market with Denise. I've known Julie for four years and she has always been a great friend. Our friendship turned sexual during our RV adventure. It turns out Julie is a wild little thing. She was naked during the entire time we were camping. She had my cock down her throat within 60 minutes of setting up camp. We made love in a pond, on top of a picnic table, and in the queen size bed of my travel trailer. We satisfied each other orally several times as well.

Julie kept teasing me about my new neighbor, Denise. They work together at Sprouts Farmers Market. Julie wanted to know if I had screwed her, or at least played with her magnificent tits. Denise is 47 and according to my friend, Julie, has the measurement of 34GG. I am headed over to Denise's house right now.

My previous neighbor, Don and I installed a pass-thru gate in our backyards to accommodate me using their pool and also for each of us to keep an eye on one another's property. Denise invited me to use the gate anytime I feel like it; which I am doing right now. I knock on Denise's backdoor and she opens it greets me with a huge hug and kiss on the lips.

"Hey Rob, come on in, I'm almost ready for some beach time. I'm just straightening up the house. I did some more unpacking while you were cavorting around with Julie."

"What, me cavort?"

"Julie gave me all of the juicy details yesterday at work."

"Hey, I thought she has the whole week off?"

"She does. She made a special trip to thank me for the trashy romance novels I gave her. She said you guys acted out a few scenes from a couple of them."

"Are there no secrets in this town?"

Denise laughs, "Not between us girls, darling. Hey, will you help me make my bed and then we'll be off. You'll have to dodge some boxes."

Denise leads me into her bedroom. She has a king size bed. I step over a couple of boxes to get to the side. We make short order of this task. I follow Denise out to the kitchen. As I leave the bedroom, I spot a rabbit vibrator on her nightstand. This lady loves her toys.

Denise smiles, "I've made sandwiches for us, and I have water to keep hydrated and beer too. Do you need a beach towel, I have several?"

I let Denise know that I am good with the towels and sunscreen. I also have water in my backpack. I think we are ready. Denise is wearing a cute floral cover-up, I ask her what she has on underneath.

"Don't you want to be surprised?"

"Well, I was hoping you would wear the bikini you wore last week."

Denise winks, "You are in luck, that's what I chose. I hope it's not too risqué for Avila Beach. It's pretty standard attire on Southern California beaches. I know you liked what you saw last week. Shall we go?"

Denise grabs her sun glasses, keys and kisses me on the cheek. I grab her backpack and we head out to my truck. I open the passenger door and assist Denise. It's a short drive to Avila. Once we arrive, I grab both backpacks and we walk down to the main beach area. Denise grabs my hand as we look for a place to spread out.

"Wow, this is a lovely beach; look at all of those rocks down at the end. Let's head down there."

I guess I should clue her in. I stop walking and look Denise in the eye. I let her know that part of Avila is clothing optional. I expect her to have reservations and plunk down right where we are. She surprises me.

"Cool, let's go. I've been to nude beaches before. I would drive down to San Diego on weekends and go to Black's Beach. It was one way to escape my work environment. You think you can handle seeing me nude."

"Well I did see your lovely ass in your thong last week, so I'll do my best."

Denise takes the lead and pulls me along. I like where this is going. We continue walking past the sign marking the start of the nude section. There are several groups of naked people already enjoying the warm day. We pass three young coeds spread out on their blanket, obviously from the nearby college.

Denise asks, "So what do you think about those girls, cute boobs and tight bubble butts?

"Sorry Denise, I'm not interested. You have my full attention, I much prefer mature ladies, with bigger tits and nice, shapely backsides. Hmmm, let's see. Oh yeah, I'm already with the sexiest lady on the beach."

Denise smiles, squeezes my hand and drags me further down the beach. We find a spot closer to the rock outcroppings which is not crowded. I pull out the towels and spread them in the sand. Denise hands me her floppy hat and removes her floral cover-up. I am treated to the same bikini she wore last week. The top's cups being three sizes too small for her mammoth boobs and the bottom thong riding up her ass. So much flesh is spilling out that she might as well be completely nude.

"Denise, you are stunning. I could get used to seeing you in this bikini every day."

"Wouldn't you rather see me completely naked?"

"Well, of course. But right now, you are a dream come true."

Denise drops to the sand and takes back her hat. I stand for several minutes surveying the landscape while getting warmed up. I notice Denise looking at me with a slight look of annoyance.

"Well, are you going to just stand there, or are you going to join me? Hurry up, drop your shorts, show me the goods."

"Don't you think this is a bit awkward, being next door neighbors and all? And our first time together?"

Denise scolds me, "Nonsense, now get naked. This is a nude beach after all."

Well if she has no qualms, I guess I shouldn't either. I remove my shirt. I unbuckle, unzip and drop my shorts. My cock is semi-erect from looking at the naked ladies on the beach and in particular, one semi-clad lady sitting next to me. Denise looks directly at my growing member.

"Very nice, just like Julie described you; looks to be about seven, maybe seven and one half inches, nice thickness, circumcised, nice spongy glans, big balls that hang low, shaved with a little patch of hair above your shaft. Yep, I think you'll do."

Denise reaches up and grabs my ball sack pulling me down on my towel.

"Denise, what are you doing? We're in public. And what's with the verbal description? Did you and Julie actually discus my physique?"

"Well of course we did. She said you measure up quite nicely and I agree."

I shrug my shoulders, "Is nothing sacred?"

I pull out a couple of waters and the sun screen from Denise's backpack. I hand one bottle to her and ask if I can put some sunscreen on her. She says of course. First things, first, I tell Denise to lie on her stomach. I unsnap her bikini top and pour a stream of UVA30 onto her back. I use both hands to rub the lotion into her skin. I move my hands down to her side and cover the sides of her tits with the sun protection. I knead and squeeze her side boobs, the same ones I saw last week.

Next, I pour some sunscreen right onto her fleshy ass cheeks and rub my hands around and around. I lift the back strap of her thong from between her cheeks and glide my finger along her crease. I rub her O-ring several times just to make sure she is protected.

Denise turns and looks at me, "Are you enjoying yourself? I rather think my asshole is not going to burn."

"Just being neighborly."

I continue stroking down Denise's thighs. She spreads her legs and lets me cover her inner thighs with lotion. I graze her pussy lips with my fingers before moving on to her calves. Once I am satisfied she is protected from the sun, I close up the bottle and lay down next to her. Denise moves her head close to me and our lips meet for a sweet kiss.

"You know I only needed a little bit of sun protection, not a full body massage. Should I be scared of turning over?"

I smile and kiss her again. We watch the naked bodies strut in and out of the ocean. Denise makes an occasional comment about the men she sees, judging them on the size of their cocks. I remind her about the old adage of cold water and shrinkage. She laughs. She asks to me comment on all of the boobs that pass our way. I remind her that I am only interested in one pair. She uses that comment to sit up and show me hers for the very first time. Wow.

I'm glad I took the opportunity to unsnap her bikini top. She leaves it lying on the towel and presents her 34GG melons to me and the other beach goers. I am in awe of my neighbor.

She says, "I suppose this is what you've been waiting for?"

I can't deny it. I tell her I've been waiting since the day we met. I let her know I tried to be a gentleman from day one and not be a total jerk. She assures me that I was very respectful and did not think I was a perv. But now I can look and touch the merchandise all I want. She wants us to become close intimates. I let her know I want that as well. I don't want to be just neighbors.

To prove a point, Denise tells me to turn over. I try to beg off and let her know that I'm sporting a full on hard-on and don't want to get arrested for indecent exposure.

She assures me, "Don't worry, there is no one within fifty yards of us to see and I'll be very discreet."

I do as instructed and Denise whistles her approval.

"Very nice. I bet Julie really enjoyed this."

Denise grabs my erection and moves her hand slowly up and down. She surveys the beach to be sure no one is looking our way.

"This needs protection right away."

Denise reaches for the tube of UVA30. She opens the cap and pours a fair amount on my cock. The sun block acts as a lube as her fingers quickly move up and down my shaft, working in the lotion. She provides a smooth stroke as her hand grips me tight. Denise cups my balls working in more sunscreen and I feel a sweet tingling sensation. She tells me not to worry, she won't let me cum.

I let her know that I am not so sure while I watch her fabulous tits shake with every movement of her hand. I see her nipples become erect. They are crimson red and as big as my thumb. Her aureoles are three to four inches wide, just the perfect size to compliment her huge breasts.

Denise releases her hold and pours sun block onto my chest. She rubs it around and around. I take the opportunity to feel the bottom of her boobs and squeeze them as she massages my chest. She grabs my hand and places it directly over her nipple. I feel the nub harden against my palm. Denise lets me massage and squeeze her breasts as she finishes with the sunscreen. She bends over and places a gentle kiss on my lips. She leans back, supported by her hands. Her boobs stand firm on her chest pointing to the sun with just the hint of sag. Amazing for a 47 year old MILF.

"Hey Denise, I think your tits need some sun protection?"

She smiles and tells me she is OK right now. She would like to cool off in the ocean and invites me to join her. Denise stands up with her hands on her hips and surveys the area. As I sit up, her pussy is at eye level. I notice her full outer lips and thin landing strip, just like Julie. I remark that Julie has the same landing strip covering her mound. Denise smiles and nods her head, which leaves me wondering just how much have they shared.

Denise helps me to my feet and we test the water together, as the waves gently lap at the sand. Not too bad for the central coast. My cock is semi-erect from Denise's hand and swings back and forth as I enter the ocean. My full seven inches is on display with my balls hanging low. I get an appreciative look from Denise. I concentrate on keeping my shaft in check and the cool water helps.

We make our way out beyond the breakers, the water just below our shoulders. I move behind Denise and wrap my arms around her upper body. She leans her head back on my shoulder as I grasp her breasts in my hands and knead the pliant flesh. The water level covers our actions from prying eyes. She covers my hands with her own and assists my massaging.

"Your hands feel good on my tits; you can play with them anytime."

Denise moves her left hand down between our bodies and grabs my shaft. She strokes my cock as I pinch her erect nipples. We play together for several minutes, our bodies sway with the moving waters.

"Hey Denise, let's move down towards the rocks, we might catch some lovers enjoying themselves."

I reluctantly let go of her boobs and grab her hand. We make our way over to the rock outcroppings, Denise's tits float in the salt water and sway enticingly back and forth. We move between two rock formations and spy a couple standing against one of the rocks. We silently watch them engage in their carnal lust. The man and woman are standing closer to shore where the water is at hip level. We see them embrace, both are nude. Their bodies grind against each other as their lips are locked tight.

Denise moves behind me and presses her tits into my back. She wraps her arms around my lower body and grabs my cock again. My shaft begins to harden as she strokes my length. I'm amazed I can get hard in the cool waters of the ocean. So much for the shrinkage theory. I press back into Denise and feel her nipples harden.

Our eyes are riveted on the other couple as they move within the waves. They momentarily separate and we can see his full erection standing at attention. His partner is well developed in the boob department.

Denise whispers in my ear, "He's got a nice thick cock, just like the one I'm holding. Do you think they'll fuck?"

Just as she completes her thought, we watch the couple move up against a rock and he lifts her leg with his hand. Standing hip deep in water, he positions his cock at her entrance and pushes inside her pussy. Denise squeezes my shaft as we watch. It looks like the gentleman bottoms out and holds her tight. My cock throbs in Denise's hand. We watch as she keeps her leg high and is pressed against the rock. We see him piston in and out of her pussy.

They rock their hips back and forth. The movement of his cock appears to rub against her clit as the waves roll around the rocks. Their position is not far from the beach and we realize they now have a few people watching. He grabs her ass and pulls her hard against his hips.

Denise can't take any more of our voyeurism, she is so turned on.

"Rob, take me home and make love to me. I need to feel your hard cock deep in my pussy, just like her. I don't want an audience; I just want it to be you and me."

Denise releases her grip on my cock and we wade back toward our place on the beach. We spot our towels and move through the waves to the shore. It doesn't take long to pack our backpacks. Denise doesn't bother with her bikini; she just throws on her cover-up. I pull up my shorts and we head back to the parking lot.

In short order, we are back at our houses. I head straight for her swimming pool, while Denise pulls our sandwiches and beer from her backpack. She arranges our food on the table and joins me by the pool. I move next to her and lift her cover-up over her head, releasing her enormous boobs to my gaze. She reaches down and unsnaps my shorts. We are both naked in her backyard.

I place my hands around her giant orbs and press them together. Denise leans in to kiss me and grabs my cock again. I love the way she handles me. I suggest we jump in the pool and pretend we are at the beach with an audience watching us. Denise likes the idea. I hold her hand as she steps down into the shallow end and I follow her. We move to deeper water and embrace. Her boobs mash between our bodies as our lips touch and tongues begin to play.

I smile,"Hey neighbor."

"Hey neighbor. Rob, I am so horny right now. Watching that couple fuck behind the rocks really turned me on. They had to know people were watching them. I don't know if I could make love in public like that. Could you?"

I plead the Fifth Amendment and decide now is not the time I want to reveal that detail. I think back to late last summer when my walking friend, Catherine and I joined hips after watching other couples fuck on Avila Beach. Catherine's next door neighbor, Lacy, was with us and got an eyeful as I had my seven inches buried deep in Catherine's pussy.

I touch the side of Denise's right boob. She grabs my hand and moves it onto her erect nipple. Being a confirmed Boobman, I love how big her breasts are. They are rounded with a little sag that comes with her forty-seven years. Her dark red areoles cap them nicely and her large suckable nipples beg for attention. I place my other hand on her left breast and massage both tits as we stand in the water.

I palm her right breast and lift it up for my inspection. I move my head down to her left breast and suck on her erect bud. I push her boobs together to create an enticing view of deep cleavage. I can't get enough of these 34GG melons. I lift her right breast up and move my lips to that erect nipple. I suck it between my lips. I use my tongue to lick all around her crimson red areole and then suck on her nipples again. Denise reaches around to the back of my head and presses my face into her mounds of flesh.

"Julie told me you have a boob fetish and I have to believe she is right. It's all good, your lips feel good and it makes my pussy tingle."

"Well then, it's time for me to take care of your pussy. How about you sit on the edge of the pool and let me make you feel even better."

Denise breaks away and walks to the pool steps. She gets out of the pool as water drips from her luscious body. She grabs a towel to sit on and returns to the side of the pool. She sits and dangles her feet in the water. Standing in water up to my chest, I move between Denise's legs and stare at her lovely womanhood. Her cunt looks just like Julie's with the full, puffy outer lips, soft pink labia and a landing strip of pubic hair covering her mons.

I close in on her pussy and she looks delicious. Denise lets me know that she likes to keep herself groomed and prefers a little bit of hair to a full Brazilian, just like Julie.

I shake my head, "You two share way too many secrets."

I stick out my tongue and lick her pink slit from bottom to top. I lick her full, smooth outer lips and kiss her soft inner thighs. Denise's skin is smooth and made for loving. Her inner labia spread open as my tongue glides up and down. With each pass, I drill deeper between her slick folds. I snake my tongue up and down her pussy and begin to taste her juices. Her girlish aroma overtakes the hint of chlorine from the pool. I lick all around her thighs and suck on her puffy lips. Denise moves her hand to the back of my head and urges me to continue. She scoots forward which opens her inner labia for me to explore. I dart my tongue in and out of the lovely pink blossom. I taste more and more of her sweet pussy juice.

My tongue delves deeper into her core and then slides up to find her clitoris. Her pink pearl hardens and is the focus of my attention. It emerges from the protective hood. Her clit expands to the size of a small fingertip. I am able to suck the tiny bud between my lips and flick it with my tongue. Denise shivers as I explore the center of her womanhood.

"You're driving me crazy. My clit is so sensitive, but don't you dare stop."

I follow her directions and continue to massage her clit with my tongue as I suck. Her inner core is now wide open and ready for more exploration. I touch the pink skin with my finger and then add a second. I slowly push them into her slick cavern. Denise flexes her pussy and grips my fingers as they slide deeper within her folds. Her inner passage is very tight, but full of moisture, so my fingers glide in and out with ease.