Angie dug her toes deep into the hot, white sand as she soaked up the sun. Lying face down, her buns felt deliciously warm.

"I think I'm done on this side," she said jokingly to Ryan, her best friend and sometimes romantic partner. He didn't hear her. Ryan had his earbuds in and was digging his tunes. Angie wished he would stop and pay some attention to her. She thought briefly of rubbing his leg to tease him but decided against it. She closed her eyes and undid her bra so she could toast her back without tan lines. She was almost asleep when she heard a voice.

"Ryan, is that you?" a male voice yelled. The voice was loud enough that Ryan heard it through his music and looked up. It was his buddy, Steven. Ryan got up and shook Steven's hand. Steven was working elsewhere and was home on vacation.

"Man, when did you get home?" Ryan asked. "Just yesterday," was the reply. Angie, slightly irritated that Ryan was suddenly full of energy after she had tried to get his attention for an hour, fastened her bra strap and stood up. Ryan introduced Steven, and the three sat down on their towels. The sand was becoming too hot to stand on for long.

Angie managed a sideways glance at Steven. It was obvious he was in shape. He didn't have six-pack abs. However, he was slim and solid. His muscles weren't too pronounced. She liked that, and his legs were hot-slender but like the rest of him, not sinewy. His rakishly handsome face was topped with thick, wavy hair. It looked like he hadn't shaved in a couple of days and stubble gave him a somewhat rugged appearance. He was the type of man that got noticed when he entered a room. When she looked at him, she felt a tingle.

After the usual "guy visiting," Angie was surprised that Steven moved over and sat right beside her, ever so slightly invading her personal space, but she didn't mind. The two shared small talk. He commented on her smile and her pretty legs. She felt a slight blush and just a bit of wetness between her legs. Her boring day with Ryan was improving greatly. She mentioned that she was feeling the start of a sunburn on her shoulders.

"Would you mind rubbing some sunscreen on my shoulders?" He agreed immediately. His hands were strong-so very strong. That was one of Angie's greatest weaknesses. When she felt strong hands anywhere on her body, she got horny. Steven must have been enjoying it as well. As he rubbed the lotion on her shoulders, he pressed his hardening cock against her back. She glanced over at Ryan. He appeared to be asleep and again had his earbuds blasting. Angie took a deep breath.

"You want to do my back too?" she asked hopefully. "Of course," Steven replied.

Angie stretched out on her front, but not before loosening her bikini top to give Steven a decent view of her beautiful breasts. As she savored the feeling of strong hands massaging lotion onto her back, she very slightly ground her hips in rhythm with Steven's massage. Finally, her hot, moist pussy felt the hot sand under her towel. It was too much. She wanted him right now but where could they go? Just then, Steven sneaked his hand under her bikini bottom and ran his fingers down her ass and between her sweet lips. Seeing no concern from her, he bent down and whispered in her ear.

"I know a place where we can go, if you want to." Angie fastened her bra as quickly as her fingers would allow. He smiled and told her to bring her towel. Ryan sat soundly sleeping as the two sneaked off to the dunes. The hot sand burned her feet but that only seemed to add to her excitement. He pulled her by the hand. As they got into the dunes, he stopped and planted a deep, passionate kiss on her lips. His tongue was deep in her mouth, and he had a firm grip on her breasts.

He spread the towels behind some tall grass. There was a clump of withered scrub pine trees. It was slightly cooler and fairly isolated. She didn't care. Neither did he. If they were spotted, that was too bad. They basked for just a moment on the towels. Then, with a giggle, she rolled him on his back and straddled him. Pinning his shoulders to the ground, she kissed him. He reached up and undid her top. She pushed each breast to his mouth, and he kissed and sucked every inch of each. Her breasts were ample and round. He loved having them directly over his face.

Angie slowly kissed down his tight stomach to his swimming trunks. She paused for a moment, gazing at his hard cock beneath the fabric. She knew this part of his body would also be beautiful. When she pulled his trunks down, she wasn't disappointed. His cock, not extremely long, was thick. She loved thick cocks. She preferred to be stretched out rather than having a hard cockhead slam into her cervix over and over. She kissed just the very tip, taking in and savoring that first drop of pre-cum. After swallowing, she looked up at him. His eyes were closed, and his face wore an expression of absolute joy.

Angie wasn't about to rush. She kissed his cock from the tip to his large balls, where she stopped to lick and feast. Placing each testicle in her hungry mouth, she lapped up the salty moisture. She lifted his tight bottom up and licked that wonderful flat spot behind all of his equipment. As she did, she moistened a finger and slid it in his tight ass. He moaned loudly and arched his back.

"Oh God!" he cried. "Please don't stop!" Angie kept her finger in place and returned to his cock. His thickness stretched her lips out. She immediately thought of how it would feel stretching her pussy lips in the same way, but right now, she wanted him in her mouth. Her tongue flicked around his cock head as she moved up and down his shaft. She had worked on this technique after seeing a flesh light. It was a good technique, so she taught herself to do it using a dildo. She pushed her finger deeper into his ass, then added another, and a third, stretching him out as he moaned louder.

"I want to fuck, baby," Steven said in a quivering voice. Angie smiled, stood up and untied the side strings on her bikini bottom. She mounted his cock and was delighted to feel him stretching her out. It was so tight. She bent over him; fucking him as she covered his mouth with hers. Moaning into each other's mouths, she began fucking him faster and harder. Her tight asshole slapped his balls. She loved that sensation. She sat up, grinding on him. He reached around and placed his finger in her ass. The cool ocean breeze on their naked bodies was exhilarating.

"Oh, God," she thought. "It can't get any better than this." It did.

She felt a presence behind them. Turning her head slightly, she saw Ryan. He was watching and stroking himself through his trunks. Angie winked at him.

"Are you going to watch or join us?" she said. Ryan ripped off his trunks and stood over Steven's head. Angie licked her hand and stroked his cock as she fucked Steven. She loved the sight of two men completely at her service-one was pinned under her and the other stood completely motionless as she held his hard cock in her hand. She was in control. She felt power and she felt hot and sexy, as any woman should.

After Ryan began to moan, she stopped stroking his cock. She giggled at him. The cool wind blowing on his cock made it even harder. His cock pointed upward. "I bet the head of his cock would hit my g-spot nicely," she thought.

She got off of Steven and told them both to trade places. They did as they were told without hesitation. Angie lowered herself onto Ryan's cock. It was slightly less thick, but oh, that little upward curve. It felt just as she thought it would. She again took Stephen's thickness into her mouth as she fucked Ryan slowly. His curve felt so good she didn't want to go as fast. Ryan placed his hands on her breasts and gently squeezed. His thumbs caressed her nipples. He's done this to her before. She loved that sensation. It was even better with the breeze and the sound of crashing waves. She felt it start in her toes. It was an orgasm building in her legs and moving upward. She arched her back and shuddered. Her ass cheeks shook and then clenched. The orgasm continued up her back and to her breasts. Angie let out a yell. It was loud. She never yelled when she had an orgasm and she certainly never faked having one. Ryan knew this. Both Steven and Ryan looked around to see if anyone was coming to investigate.

Before they could react, Angie was up again. She placed each of her men on the towels and stroked each hard cock, talking dirty to them, with just a touch of domination. Finally, she could tell they were close. She stopped stroking. Each man groaned in agony.

"Please Angie! Please don't stop!" they both cried.

"No, not yet," she scolded, as she gently rubbed her fingertips up and down on their inner thighs.

"Oh God!" Steven yelled.

At last, she stroked them harder and harder, instructing them to cum on her command. They each shot huge loads which Angie aimed at their stomachs. She dipped her fingers in cum and licked just a bit of it. She kissed each of them and fed them some of their own seed.

The waves crashed. The breeze was delightful. It was the perfect day for a threesome in the dunes.