uring my freshman year of college in Nashville, I had the chance to road trip to New Orleans for Mardi Gras with my RA and two of her friends, Justin and Samantha. They had been the prior year and were excited to take me for my first time!

LeeAnne was my floor RA and my lesbian fuck buddy. In truth, she was the woman responsible for my sexual awakening and enjoyment of other women. LeeAnne let me explore my sexuality on my own terms while also teaching me how to fuck another woman. She was an incredible lover. Sensual, erotic, adventurous...and kinky as hell. LeeAnne was stunning; truly one of those women who stop people in their tracks. And she had the personality to match. She was tall, about 5'10", athletic, long dark hair and beautifully tanned skin. Making love to her was incredible. Our bodies were so different and it was amazing to feel her slender form and smaller breasts against mine. As for me, I'm short. Right about 5'1". Small frame with giant tits and a curvy plump ass to go with it. I have long auburn hair, green eyes and freckled pale skin. We truly were opposites in looks...but in terms of sexual chemistry, we couldn't be more similar.

Back to my story. This trip was in Justin's car and he drove the almost 8 hours while we girls laughed and sang to the radio...we also had started pregaming in the form of hits off a bottle of tequila anytime we could get a trucker to honk at us. This quickly became dangerous as LeeAnne and I began to flash the truckers and were making Samantha most of the shots. By the time we arrived in New Orleans, the three of us were quite tipsy and ready to party. We checked into our hotel; we had booked two adjoining rooms in a cheap motel. Justin and Samantha in one, as they were dating, and LeeAnne and I in the other, as we were fucking. We had all agreed to clean up and meet downstairs to go grab dinner and explore.

"Layla, what are you wearing tonight?" LeeAnne called from the shower.

"I think my mini skirt and that handkerchief top you like, I may take a hoodie because it's cool though," I replied over the noise of my hairdryer.

"That's a good idea," she called back, "It's chillier than I remember last year. I think I may wear that sundress with a jacket over it."

Moments later, she walked into our hotel room completely nude except for the white hotel towel wrapped around her hair. Her body was still slightly glistening from the shower; I couldn't take my eyes from her.

"Damn, LeeAnne, you need to get dressed or we will never leave this room," I smirked.

"Would that be so bad?" came her reply as her arms wrapped around me leaving her perky tits to press against my bare back.

Spinning in her arms as I set down my dryer, I reached up on my tiptoes to kiss her. Her lips met mine, and she let me part them with my tongue as we kissed. Her hands slid down to cup my ass through my thin panties while mine caressed her damp skin.

"Alright, you two have to stop or we are never going to leave," Justin breathed in a whisper as he stood in the adjacent doorway staring at us.

Our tits were mashed together so aside from LeeAnne's bare ass, Justin couldn't see much.

"So leave if you don't want to see anything! We're working on getting ready, it takes girls longer! And Samantha is still in the shower so I don't know what you're complaining about!" came LeeAnne's smart ass retort.

Justin stood quietly for a moment while LeeAnne bent her head to kiss me deeply again. She truly adored getting a reaction out of people so she was in her glory. Breaking the kiss though, she turned to Justin letting him gaze at her tits before he blushed deeply and left.

LeeAnne's laughter was infectious as we both got the giggles laughing at Justin. We then resumed our evening preparations and were ready to leave with the half hour.

We met Justin and Samantha just outside of our hotel and began to walk towards downtown. It was dusk and people were out in full force celebrating. Lots of young, sexy people drinking in the streets and dancing to the incredible music.

As we wove our way to the French Quarter, we stopped in several bars for drinks. Being an open carry area, the French Quarter is entertaining just with the amount of overly indulged adults. If you want a free titty show, you can get a pretty decent one during Mardi Gras! Both LeeAnne and I flashed several people as we navigated the crowded streets, always to many applause.

We landed on Bourbon St. with a drink in each hand. Justin and Samantha were following behind us; he was pretty protective of her since they had only started dating over the last semester. They decided to walk the street and not go in anywhere so we parted ways. LeeAnne and I were chatting up all the other partiers and quickly found a bar with a hotel over the top of it where there were a bunch of college kids loitering.

Both of us pounded our drinks and pushed our way to the bar for another round. LeeAnne raised her hand to flag a bartender and I worked my way to the bar top. I found myself sandwiched between two guys who easily topped 6 feet and could look straight down my skimpy top.

"So beautiful, are you on the menu?" asked the guy to my left, while his friend to my right started chuckling.

Rolling my eyes I quickly responded, "You couldn't afford me if I was."

"Ouch! Such a bite for someone so sweet and tiny."

"I'm not nearly as sweet as I look," I quipped while trying to flag down the bartenders to no avail.

"Okay, okay. Let's try this again. I'm Mark and this is Tony. We're both seniors at Alabama." as Mark tried again to gain my attention and favor.

"Oh so you do have manners!" I smirked, "I'm Layla. My friend over there is LeeAnne. We go to school in Nashville."

"Well, it's nice to meet you. Can we get you a round? We have a tab going," Tony asked.

"That would be great because I'm only 19 and LeeAnne doesn't seem to be having any luck. Thank you!" I replied sweetly.

I looked up at him more closely and rapidly decided to stay friends. Tony was tall, shoulder length dirty blonde hair, tan and had a lopsided grin. Glancing to my other side, Mark was just slightly shorter, short hair, and super cut, clearly he was a gym rat.

LeeAnne eventually worked over to where the three of us were standing and I quickly made the introductions. I watched as Mark's eyes popped out of his head as he checked her out; I didn't mention that LeeAnne is gay and has zero interest in men. That was up to her as to who she shared that info with.

"Let's go outside so we can watch the crowd and hear better," Tony suggested as he took my hand to lead me through the crowd. I didn't resist and appreciated having someone breakup the people.

As we moved onto the street, Tony held onto my hand. I glanced back at LeeAnne, who smirked knowingly. She knew me so well. She knew I would have my fun with a boy toy tonight while we were out and when we went back to the motel, she and I would fuck all night. LeeAnne was unlikely to hook up with anyone over the weekend aside from me but she was always happy to watch me have fun and then enjoy me for herself later when we were alone.

As we started to walk the street listening to the music, I asked the guys if they had closed their tab since we were leaving the bar. They replied no because they were staying about the bar and would be back there later.

"You're welcome to come up if you want," Mark offered hopefully. "We've got a balcony and can watch the action from above." Clearly he was hoping to get into LeeAnne's pants and had no clue she wouldn't be into him.

"Maybe after we walk around a while," LeeAnne replied. "We want to see everything!"

"Oh that can be arranged for sure! Just come back upstairs with us" Mark replied with a cocky grin on his face.

LeeAnne smirked at him before replying, "Yeah the only sites I want to see are the bars, buildings and Layla's boobs."

I quickly spun around and flashed her my tits while the passerby's abruptly stopped to behold my DD's in all their glory. Tony and Mark had halted and gawked. Both staring openly at my bare chest, my skimpy top lifted to expose everything. Not bragging but my tits are pretty damn spectacular. They are big, full and a soft milky white color with large baby pink nipples that stand at attention all the time.

I tossed my head back and laughed loudly at the guys and their slack jaws. I quickly dropped my top back down and grabbed Tony's hand to tug him along as I could hear LeeAnne telling Mark to close his mouth and follow us.

We roamed the streets for a couple of hours, navigating the drunken fools and merrymakers of all kinds. LeeAnne and I took turns flashing people, and accumulated a serious collection of Mardi Gras beads. We stopped in multiple bars, drinking our way through the mayhem.

At one spot, Tony and I worked our way into the bar to get drinks for everyone while Mark and LeeAnne held a rare vacant table on the sidewalk. As we approached the bar, Tony pulled me in front of him so that he was standing behind me pinning me against the bar. While we waited at the bar, Tony had his hand on my hip, his thumb gently stroking my bare skin under my top. He slowly worked it around my waist and began to play with my belly button ring.

"Your skin is so soft."

I leaned my head back into his chest but didn't reply as his hand crept up my shirt slowly to gently stroke the bottoms of my breasts.

"You smell incredible," he whispered into my curls inhaling my perfume behind my ears.

I reached up to tuck the unruly mess of hair behind my ear.

Tony's lips grazed over the top of my ear, causing my body to tense ever so slightly.

"Let's finish our drinks and go back to my room."

I pushed my ass back against him; I could feel his raging hard-on through hid shorts. Mmmm, I love when I get a man all hot for me. It's just such a power trip.

Tony's hand moved down my stomach and around to my ass.

"What can I get you?" the bartender asked hurriedly.

"4 Sazerac's please," Tony replied, while flashing his ID. Replacing his wallet in his pocket after throwing some cash on the counter, Tony's hand resumed its journey to my ass. He quickly inched the back of my skirt up and cupped my backside, squeezing it firmly.

"You're going to get us thrown out of here," I whispered up to him.

"Not my fault."

"What?!?! It's your hands that can't behave themselves!" I protested.

"Not my fault your body just calls out to be touched," he retorted as he shamelessly explored my ass and thighs.

Our drinks were unceremoniously deposited in front of us then and Tony lowered my skirt. Carrying two drinks each, we made our way out front to Mark and LeeAnne. The table they held for us only had 3 chairs so Tony pulled me into his lap while we watched the street performers.

Tony's cock was rock hard and poking my ass firmly as I sat perched on him. I shifted frequently so that his cock was rubbed by my ass.

"I'm going to cum in my pants if you don't stop. I haven't even kissed you yet."

I leaned back to whisper in his ear, "Sounds like your problem."

It was then we heard someone walking by say that the parade was coming soon. Both Mark and Tony again asked us to go back to their hotel so we could see the parade from above. LeeAnne and I agreed that would be good so we could see everything. If we stayed at street level, it would be challenging at best to enjoy it. Tony led the way back to their hotel over the bar where we first met, not letting go of my hand. Mark ducked into the bar to grab more drinks with LeeAnne in tow to help carry.

Tony took me up to their room and walked me out onto the balcony. We could see everything from above the parade route. Tony's hand was casually wrapped around my waist as we watched the crowds of people trying to find places to stand for the parade.

"So, how about that kiss now?" Tony asked.

Looking up at him, I replied, "I'm not stopping you."

Clearly not a man to hesitate, he dipped his head to mine and kissed me. Tony's arm was around my waist and lifted me up closer to him as we kissed. He was confident, leading the kiss, teasing me with his tongue before he moved his lips down to my neck. My head dropped to the side as he nibbled my neck.

"Well didn't take you long did it?" LeeAnne loudly questioned us as she walked out holding drinks with Mark in tow.

Tony grinned briefly before continuing his neck administrations. I gently pulled away and took a drink from LeeAnne's hand.

"You ok?" I whispered into her ear.

"Yeah, Mark not so much. He's a bit disappointed that I don't play with boys." she chuckled softly.

Hmmm...I thought tipsily. Well maybe they would enjoy watching some girl on girl playtime.

I pulled slightly away from LeeAnne before reaching up to kiss her fully on the lips. I went all in; slipping my tongue into her mouth as her free hand found the back of my neck, gripping her fingers into my hair.

Fuck I loved kissing her.

"Holy shit! You're lesbians? But you are such a good kisser and you were totally into us playing," Tony complained.

"I'm the lesbian " LeeAnne comforted him. "Layla, here, is not. She's bi so if you play your cards right, she'll keep playing with you before I take her home and fuck her."

I wish I could properly explain the look on their faces. Mark and Tony didn't know how to process what LeeAnne had said. They stood there staring at us, eyes shifting back and forth between us, attempting to understand.

LeeAnne dipped her head to mine and kissed me again. Her tongue pressed into my mouth and flicked over mine causing me to groan. Her hand dropped to my ass, she lifted my skirt up to expose a bit of my bare ass cheek.

"Sweet mother." Mark muttered as my drink free hand began to caress LeeAnne's firm breast.

Eventually, we heard the parade getting louder and broke off our fun and performance. Much to the complaints of our new friends.

Tony worked his way back behind me as we lined up on the railing of the balcony to watch the parade. His arm wrapped casually around my waist and his head resting on the top of mine. I knew he could see straight down my flimsy top as well so I assume he was enjoying the view.

"That was the sexiest thing I've ever seen in my life" he murmured into my hair.

"You should see what else we do," I teased back.

"Layla, please stay the night with me, I promise it will be worth it," he begged.

I smirked but only gave a noncommittal shrug. He was cute, fun and really sweet. I'm sure he was hoping to fuck me but I knew he wouldn't get more than a BJ. Despite his assurances, I knew that any sex tonight would be subpar due to the amount of alcohol we had consumed and I wasn't going to settle for that.

As we watched the parade, I continued to flirt and have some fun with Tony and LeeAnne. I moved between the two of them, while poor Mark only watched. Finally I realized how left out he was and went to sit on his lap for the remainder of the parade and man you should've seen the smile on his face when my bouncy ass landed on him. He immediately began to poke my ass with his growing cock as his hands roamed over my back and ass.

The parade was almost over when LeeAnne pulled me off of Mark's lap and over to the railing. She kissed me softly before asking, "What do you want to do?"

"I want to suck cock and then fuck you."

"Are they watching?"

"Only if you want them too, otherwise I'll blow them and we can go home to fuck."

"My god you are a slut," LeeAnne replied chuckling before adding, "yeah sure let's give them a show."

As the parade ended, Tony and Mark wasted no time asking us to hang out with them in their room for a while. We went in but left the doors open so we could still hear the music and crowds below. LeeAnne immediately plopped on the bed with her drink and watched me rattle my empty cup hoping one of the guys would take a hint.

Eventually LeeAnne jumped off the bed and grabbed Mark to go get us more drinks, leaving Tony and I alone.

He crossed the room in two quick strides before crushing me to his chest and kissing me thoroughly. He was assertive and knew what he wanted. His hands gripped my ass and lifted my skirt to my waist leaving behind my bare bottom and a very skimpy thong. I began to pull at his shirt and he quickly yanked it over his head, tossing it to the floor. Tony's hands ran up my back from my ass and easily pulled my top off revealing my full breasts with very hard nipples.

"Wow...I....uhhhh....wow," he stammered.

I gently pushed him to sit on the edge of the bed and stepped back to slide out of my skirt. I stood there in front of him naked except for my thong, my skin cool and goosebumped from the night air. Tony tugged my hands to pull me to between his legs. Standing barefoot, I was able to perfectly kiss him as he sat on the edge of the bed. Gently cupping my ass, he lifted me onto his lap with me straddling him. I could feel his rock hard cock beneath my slick pussy.

Tony and I continued to make out. He was a great kisser and clearly was enjoying my nakedness in his lap. Slowly our kissing moved to other parts of the body, necks, faces, ears, shoulders. Tony eventually lifted me up a bit to get better access to my tits, covering them in kisses before sucking each nipple into firm points. I wrapped my fingers through his long hair while he suckled on me making me moan softly.

"Damn we're missing all the fun!" LeeAnne proclaimed as she strolled into the room. "We ran into Justin and Samantha down at the bar. I had to explain we had met some people and wouldn't be back until late because I didn't think you would want more people here."

Mark stood there in silence. He watched intently as I slowly nodded my head in response to LeeAnne while Tony continued to enjoy my breasts. I had my eyes open a slit so I could watch his face. He was jealous, clearly.

I slowly backed off of Tony's lap and slid to the floor. Once settled, I reached up to unleash his hard cock so I could have a little fun. He sprang free quickly once his shorts were off.

I immediately engulfed him with my lips and slid all the way down. Tony's fingers pulled my hair back and massaged my scalp as I sucked his cock. I pulled all the way back and teased the head with my tongue; lapping at it and swirling it around. I wrapped my lips around him and sucked him while my hand grasped his shaft and began to slide up and down the length of him.

I could hear him moaning. I could hear Mark and LeeAnne whispering as I sucked. I glanced up to see LeeAnne sitting on the edge of the other bed with her dress pulled up to expose her puffy pussy lips; she had gone commando. Mark was sitting next to her; watching me intently and trying to not stare at the beautiful lesbian rubbing her pussy next to him.

As I worked Tony's cock, I teased his balls with my other hand, causing his moaning to deepen and his breathing to become shallow. He was getting close. I sucked him, sliding my head deep down his cock, making gagging noises as I went. I could feel his head stretching the back of my throat with each pass. My hand was furiously rubbing his shaft as I deep throated his cock up and down.

Then I felt the tenseness in his body get harder, his hands tightening down in my hair, his balls got tighter. Just a second later, he moaned loudly, flooding my mouth with his hot cum. There was a lot of it, I struggled to keep it down and kept swallowing until it was gone.

As I slowly pulled away, smirking up at him, Tony pulled me up to his lap and kissed me thoroughly. I love when guys do that right after I've swallowed their cum.

"So how wet is your pussy after that show?" LeeAnne teased me.

"Oh I'm sure you can guess but maybe you better show the guys here what blow jobs do to me," I replied cheekily while I slipped off Tony's lap to go join her on the other bed.

Tony pulled up his shorts while Mark shifted beds to allow us girls a bed to ourselves. You could tell how hard his cock was before he even pulled it out. Once he freed it, you could see the cum making the fat head all shiny. His cock was on the shorter side, maybe 3" but it was remarkably thick.

LeeAnne pushed me down on the bed and laid next to me opposite the guys so they had a full view of my naked body. Her head tilted down and she kissed me. We kissed a long time, our tongues twirling and teasing each other. We sucked our lips and nibbled. Kissing is so underrated and sadly so many people miss out on an incredible part of foreplay. Fortunately, both LeeAnne and I loved to make out and we relished it together.

The guys watched us intently, sometimes exhaling loudly or making small comments like "I thought this only happened in porn." or "we will never see anything like this again."

Eventually, LeeAnne broke our kiss and reached down to tug my thong off. Not that it covered much but once removed, my bare pussy was completely exposed.

"So do you want to see what blowjobs do to Layla?" she asked.

Furious nodding came from the occupants of the other bed.

Her long slender fingers reached down to spread open my lips. She slowly opened them, revealing a glistening, slick, pink swollen cunt. Her middle finger gently slid into me and back out, pulling a trail of my juices with it. I was so hot and desperate for release.

We had been together long enough by now that LeeAnne knew how to play with me and this was not the first group we had watch us playing. She used her finger to gently tap my clit area; not directly mind you, everywhere around it, sending shock waves through my slender curves. She slid another finger into my cunt, adding a second one and slowly began to fuck me. The noise was incredible, I was soaking wet.

Her lips found the closest nipple and she began to suck on me as her fingers fucked me. In and out. Painstakingly slowly. Within minutes, she had me writhing on the bed, begging her for release. Quickly, she scooted down and wrapped her lips around my clit while continuing to finger me deeply.

She added a third finger and started to suck my clit. My hands found my breasts, my fingers clamped onto my nipples and started to tug. In and out. Over and over. Her tongue lapping my tiny clit in small flicks and circular motions. My back arched up and I cried out a short time later, my body shaking on the bed as LeeAnne held onto my hips and ate me through my orgasm.

When I opened my eyes, I could see LeeAnne's dark head resting gently on my thigh. I could see both guys with their cocks in their hands and cum all over their fists and shorts. Apparently, our show had been too much for them. I felt a little guilty laying there in the post orgasm glow.

"So do we get to see you take care of LeeAnne, now?" Mark asked.

"Nah...she'll take care of me when we get back to our place," LeeAnne replied.

I could see they were slightly disappointed but I knew we would enjoy ourselves more in the privacy of our hotel room.

I climbed off the bed and sat on Tony's lap, his cum covered cock rubbing my wet pussy lips and tiny pink asshole. Mmmm, yeah I could really go for a fucking, I thought to myself. I need a cock buried in me. I want a cock buried in me.

Leaning back to look at LeeAnne, I knew she could read my mind. She knew I was fucking horny and needed more soon or else I was going to impale myself on the cock under me.

"Alright you slut, let's go home. The boys look tired and I know we are too," LeeAnne said to me as she took my hand to tug me off Tony's lap, much to his loud protests.

We dressed quickly and said our goodbyes. Tony begged to meet up the next day and we tried to make some plans but in the days before cellphones, it was easy for those plans to be forgotten.

"Well, you've had some fun tonight," LeeAnne remarked as we headed back to our hotel hand in hand.

"Yeah, it was fun, and now we get to go back and I'll take care of you."

We spent the next several hours back in our room fucking like crazy in every way you can imagine before we passed out. The next day, we explored more of New Orleans and had some more sexy fun time that night with other friends.