Thinking about this episode always gets me hot.
There was a period of time during the years I was divorced that I used to frequently travel to a string of desert cities and towns on business. I found out that not far from one remote section of the highway along my travel route, there was an aging resort that had become a clothing optional spa. It had warm water therapy pools fed by hot springs, a swimming pool and other amenities. I would stop there sometimes while I was on these trips. It was privately operated and there was a daily use fee that wasn't very much. Upon paying you received a wristband, which identified you as a paid visitor. Even though there were always some couples and other single adults there, the place also attracted parents who brought kids along. So, even though about two thirds of the people there were usually at least in some state of nudity, it was well understood that this was not a venue for open sexual activity of any kind.
Upon arrival, I would go to the men's locker room, change from my clothes into my swim trunks, and go out to the pool and spa area where I would soak up some sun. Later I would remove my bathing suit but keep it nearby along with my towel, sandals and other items. At first I wasn't used to open nudity and sometimes I would have to struggle to keep my thought process from resulting in a hard-on that would be embarrassingly visible. After a few times, I loosened up and felt more at ease. I also began meeting and talking to other spa visitors.
One weekday afternoon when there were not many people around, I was sitting nude along the edge of one of the therapy pools alone with my feet dangling in the water. A woman that I hadn't seen before approached and said, 'Would you mind if I join you here?'
'Please do,' I said.
She was roughly about my age and had medium length dark hair. She wore some yellow shorts with her fairly large, attractive breasts exposed. After she sat down near me, my dick started to respond but not to the stage of full erection.
For a while we made some friendly small talk. I was sure she sensed that I was finding it difficult trying not to stare at her breasts. However she must have been encouraged by this subtle attention to her breasts, because she completely surprised me by leaning toward me and saying, 'I hope I don't offend you for saying this, but I think you have a very nice penis.' I just looked at her and smiled. Then she said, 'I'll bet it looks even better when it's hard.' That comment almost sent me over the edge and I was feeling both excited and a little uneasy. I just told her I wasn't offended at all and that I'd be happy for her to see it when it's hard but we couldn't do anything like that right there. She said she had driven there in a camper van that would be private enough. The vehicle parking was a short distance outside the spa in a semi-public area. So we got partially dressed enough to go out there. I was still unsure where this was leading but I definitely wanted to find out.
The temperature was over 100 degrees and it was even hotter inside her parked van. We had to wait a few minutes after she started the engine so the air conditioning could cool it down. While we waited outside, we shared a few laughs and a few hugs. She managed to rub her now clothed tits across my arm and I rubbed my stiffening dick against her body.
When we got inside the van, we sat down on two comfy chairs draped with beach towels that faced at right angles. I said I was ready to show her the goods and rose to remove my bathing suit. She watched intently as I started to slowly stroke my circumcised six-and-a-half inch dick. I was sure she had already noticed when I was nude at the spa that the hair around my dick and balls is closely trimmed. She quickly removed her clothes and reached up to put her hand on my balls and started gently fondling them while I continued to slowly stroke my cock. With my other hand I was now feeling her nice big breasts and nipples. I told her we could make this last as long or as short as she liked because I can either come quickly or make it last for more than an hour. While her one hand was still on my balls, she put her other hand around my very hard prick and she started rubbing it all over her tits, spreading the continuous drops of pre-cum oozing out of my prick hole onto her breasts. Then she got up and took a few steps away. I thought she had to use the toilet but no, she took something from a drawer that turned out to be a lube tube, which she applied to my dick before resuming her hand action. She continued fondling my balls, while alternating between rubbing my slickly lubed and very hard prick against her breasts and slowly stroking it. She almost never took her eyes away from my prick while she did this. The entire length of my prick and my balls all felt so good, I was just in ecstasy.
I wanted to touch and explore her cunt, but I waited about fifteen minutes until she was ready to stop fondling my dick and balls, at least for a while. Her pubic hair was trimmed but not shaved. I got very close to her cunt for an up-close view. I used a finger from one hand to feel her slit and her clit while a finger from my other hand found its way inside her. She began softly moaning. I told her I really wanted to taste her and lowered my head between her legs until my tongue was exploring her cunt while my finger continued to probe the inside of her very wet hole. She would alternately tense up and then relax while her moaning would pick up and then subside. I loved the way she was responding to me and I was just getting more and more stimulated.
Then she said she wanted to feel my dick again. This time I sat down with my legs apart while she knelt on a small pillow in front of me. I thought maybe she would also want to suck my dick but she took no initiative to do so. That was okay because the feeling of her hands working on my prick and my balls was just incredible. She stopped stroking me a couple times at my request and then resumed. I knew that I was going to have a huge orgasm and I wanted to climax but at the same time I also wanted this to last, especially since she said this was such a pleasure and she seemed in no hurry at all to end it. She was still using one hand on my prick and the other to fondle my balls. Every so often she would change hands. Then it would feel just slightly different but still incredibly good. I kept telling her how wonderful this was and how great she made me feel.
I asked her to stop one final time so I could show her how to stroke and handle my prick when I started to come. She had been stroking my cock pretty slowly with a light touch and that is the way I like it until I get ready to come. But I told her that when I started approaching my orgasm, I would like her to start going a little faster and harder. Then when I was right on the brink of coming, I wanted her to squeeze her hand very firmly around my prick while barely stroking it and to keep right on massaging the underside of my balls with her other hand while I was coming. She agreed and said that wherever my cum went was OK. She was just so delightful! She said that she hoped this wouldn't just be a single experience. And she hoped we could plan on other sessions.
Then she applied a little more lube and went back to playing with my dick and balls again. I was in heaven! She would gaze intently at my prick and then look up at my face while she was stroking me. In a little while I sensed feelings that were building to an oncoming crescendo. I arched my back a little and she gripped my prick a little harder, pointing it straight up and stroking it a little faster. I knew I had less than a minute to go. I let out some moans and she gripped my dick much more forcefully now. I started to let loose with one after another burst of cum shooting from my immensely swollen prick. That was one of the greatest orgasms I ever had. It just seemed to go on and on with more cum shots.
When I finally started to relax, I saw that she was kissing my now softening prick. Then I held her in an embrace for some time before we started to clean up with some moist towels. She said that she had a number of continual orgasms while I was eating and fingering her and that she never experiences just one huge climax like guys do.
We went back to the spa until well past nightfall and then returned to her camper where we spent the night. Even as relaxed as I was, it was hard to get a good night's sleep because it was so warm. Early the next morning we went back to the spa to shower and then returned to the camper for one more marvelous session together before it became too hot again.
We met up together more than a dozen times in various ways and places after that. Then she had to move far away to help care for her aging mother. We have had phone sex sometimes and I hope that someday we will be able to resume those wonderful interludes together. No one else has ever had the kind of warmth and touch that she had. She was special.