Backpack Vacation Set-Up

I continued to stroke her pussy, wishing it was my dick that was between those soft wet lips. I was concentrating on her pussy so intently that I failed to notice that her eyes were now open, looking at me with hot sultry stare. Her hand went to mine between her legs and pulled me harder against her while she used her other hand to untie the material around her neck that held her top in place. Within a few moments the top of her dress joined the bottom in a pile around her waist, exposing both of her tits to me.

I was initially surprised at how firm they were, clearly not needing any form of support under the dress. Each breast was the size of a good half coconut, with a large dark brown areola. Each was also topped with a large hard nipple, which she now reached for with her free hand, squeezing and pulling. She released my hand and I pressed a finger deep into her pussy, using my thumb to press against her hard exposed clit. She closed her eyes and struggled to stay silent as I worked my thumb in tiny circles on top of her hard clit, driving her body up the slopes of pleasure. She let out one quiet moan just before her body trembled and her legs clamped around my hand, her climb having reached the summit, and the ecstasy of release.

I held my finger inside her as her pussy clamped and contracted around it, my thumb still gently pressing on her clit. Ever so slowly she eased the pressure of her legs and then finally opened her eyes to look at me. She mouthed a silent thank you before she pulled her top back up to cover her magnificent tits. After fixing her dress she surprised me by saying. "Would you mind switching seats with me? I'd like to lay down a bit more and I can't get comfortable over here."

"Sure, if you'd like." I replied, removing my seat belt.

"You two behave back there." Mark said from the driver's seat as I slid across the seat. Carol sat on my hard dick for several moments before sliding the rest of the way across replying "Come on Mark. When have I ever been bad?"

"Right!" Mark said with a shake of his head before she settled down in the middle. She lay herself down on the seat with her head in my lap, facing the front of the suburban. Once she had fixed her dress, she pulled one of my hands over her and to her chest, and eased it inside her top, allowing my hand to press against her bare nipple. My dick re-hardened to full mast under her head, which brought a smile to her face. Releasing my hand she moved her head back on my lap until it was pressing against my stomach. She slid her left hand under my leg and used it to gently play with my balls through my shorts while she pulled on the waistband of my shorts. It didn't take her long to work my shorts and underwear half way down to my knees, allowing my raging hardon to stand at full mast in front of her face. Very slowly and quietly, she engulfed my dick with her hot mouth, slowly working her tongue around my head. It had been a long time since I had anything other than some porn and my right hand, and much sooner than I had any expectation of, my dick twitched and began pumping what felt like a gallon of hot cum into her mouth. Silently she swallowed each pulse of cum, gently sucking and playing with my softening dick.

I gently squeezed her bare tit and nipple in appreciation, while checking to see if Tina was still asleep. I expected Carol to move or pull my pants back up or something, but to my surprise, she continued to gently suck and lick my cock until it began to grow once again. This time I could enjoy it a lot more, and I leaned my head back against the headrest and allowed the feeling she was creating in my body to wash over me. She gently swirled her tongue around and around my dick when she wasn't sliding her mouth up and down the shaft. I have no idea how far we had gone before I felt another climax building. I tried to stay quiet as she continued to lick and massage me to another huge gush of cum. The first squirt lanced up into her mouth with surprising force, but she contained it and the following spurts of hot liquid. As my dick began to shrivel, I opened my eyes and saw Tina sitting in her seat, staring back at me with a big smile. She blew me a kiss and then smiled as Carol allowed my quickly sinking dick loose, where she could see it as well.

We spent the next two hours riding down the highway with my hand either down the top of Carol's dress, or slid under the skirt from behind, stroking her ass. For her part she kept her head laid on my lap, alternately playing with my dick and licking it to keep it hard. Each time it showed signs of shriveling she would bring it back to full mast. Tina seemed to be enjoying the show as well, frequently checking to see what we were up to. I got the idea she was getting quite horny watching my dick being licked and played with.

Carol finally covered my dick as we pulled into a gas station for a break.

"You two have been pretty quiet back there." Mark said as he turned in his seat to see us, my pants back in place and my hands resting outside of Carol's dress. "You haven't been doing anything bad have you?"

"Us?" Carol asked with mock shock in her voice. "Do you think we would be messing around in broad daylight on the highway?"

"Carol, if you thought you could talk him into it, you'd probably have him screwing you crazy back there."

"Well, maybe I would." She said kind of sheepishly. "But that doesn't mean that we were!" She finished as she sat up and adjusted her dress to climb out of the truck.

I opened the door and climbed out. Standing facing the open door, I stretched long and tall, trying to get the kinks out of my body. It of course left my hard dick clearly visible inside my shorts to anyone who cared to look. Tina let out a low whistle that her husband couldn't hear and winked at me before turning to climb out the passenger side door.

We decided to grab a bite to eat at a little diner down the road, there not being any real good restaurants in the sticks. The diner was clean and the service seemed to be good. Carol made sure I was once again trapped in the back of the booth, and had her hand in my lap anytime she thought no one was watching. About half way through dinner Carol and Tina went to the bathroom, in pairs as women seem to do. When they returned, Carol slid into the booth and turned her body toward mine and gave me playful kiss on the cheek. While it looked innocent, her hand was quite busy under the table working my partially hard dick out of the leg of my underwear and shorts. There was no real way to put it back without drawing attention to it, so I let her have her way and just hoped no one would be looking under our table.

It seemed that she was going to get away with it, playing with my naked dick under the table that is, until the middle aged waitress came by and asked if we needed anything else. I could tell by the little smile and tiny wink that she was indeed watching Carol's shenanigans. If anything, that made my dick grow even harder, if that were possible. I smiled back weakly, hoping I didn't encourage her.

The girls had finally finished eating and decided that another bathroom trip was in order before hitting the road, and they both got out of the booth and headed to the back. This finally gave me the opportunity to try to get my dick back into place, which really wasn't working. The only way to fix this was to pull stuff down and, that was NOT happening out here.

"Scuse me. I'm going to hit the head too." I told mark as I covered my hard dick with the leg of my shorts and headed to the back.

"No problem buddy!" Mark joked as I walked down the isle of tables, hoping the other female patrons didn't notice my predicament.

I made it to the rest room and slipped inside, finally able to take a breath and relax. I pulled my shorts and underwear down to get my dick back in place and then decided I might as well go... once it went back down. I was still standing in front of the urinal with my dick sticking out and my shorts and underwear half down when the door opened. I looked over and damn near fell over. It wasn't anyone I would expect. It was the petite little waitress pushing the door closed and turning the lock in the handle.

"Mind if I join you? The ladies room is full." She said sweetly as she stepped over to the toilet. This was one of those typical little place bathrooms, one toilet, one urinal, one sink and no dividers. Without waiting for me to answer she stepped over the toilet and hiked her waitress dress up and pulled her underwear down to her ankles. She hiked her dress back up to her waist so I had a clear view of her pussy and sat down on the stool, spreading her legs wide. "Nice looking dick. You're wife seemed to be having a lot of fun with it." She said as she peed in the stool.

"Um. I guess, but she isn't my wife." I said as I tried to will my dick to go down instead of getting harder, which it seemed to be doing against my wishes.

"Oh? Girl friend then?" she asked as she stood up and wiped herself with a small piece of toilet.

"No, just a friend." I said, trying to keep my back to her.

"In that case, I'll be your friend too." She said as she stepped out of her underwear and moved over next to me. She began unbuttoning her tan dress as she leaned against the wall, looking down at my hard dick. "That is a nice looking dick."

"Thanks." I said as I started to try to pull my pants up over it.

"Oh, don't do that!" She said, abandoning her dress unbuttoning and putting her hands on my shorts to prevent me from pulling them up more. "You do want to play don't you?"

"I really wasn't planning on it." I told her as she wrapped a hand around my dick.

"That's too bad. You could have any part of me you want." She said as she finished undoing the buttons on her dress with her free hand. She let her dress swing open, allowing me to see all of her body, except for her bra covered tits. That seemed to be her next target, as her fingers moved to the small clip between her moderately sized breasts. "I mean. You think I'm good looking don't you?" She said as the clip snapped open, allowing the cups of the bra to slide apart, exposing her bare tits, each B sized mound topped with a large puffy nipple nearly a quarter of the front of the breast. I had to admit, she did look pretty good.

"Actually, you do look pretty good, but I think my friends are waiting for me." I told her as her free hand went to my chest to press me back. She walked me backward until my back was against the wall.

"You can't go out there looking like this. Why don't you let me help you with this?" She said as she knelt down in front of me and quickly took my dick in her mouth. After all the teasing that Carol had done it wasn't going to take much to make me fire.

"Ohhhh You are definitely going to make me cum!" I grunted as she slurped my dick and swirled her tongue around my head.

"Good!" She mumbled around my member. I looked down and saw her free hand busy between her legs, clearly enjoying the attention she was paying to me and herself.

She sucked and licked my dick for less than a minute before I felt my balls tighten up. "Ohhhh God. Here it comes!" I groaned. In response she sucked even harder, taking my dick fully down her throat until her nose touched my stomach. My dick jumped and my body jerked as it unloaded a shot of hot cum down her throat. She pulled her head bad, sliding off my dick, aiming my spurting member at her tits. I watched my dick spurt string after string of cum across her tits, which she eagerly spread around like lotion. I stood there trembling for several minutes, trying to catch my breath as she sucked and licked my flagging dick clean. Finally she let go of me and stood up, taking my hands and pulling me toward the sink in the small bathroom. "Least you could do is get me off now." She said quietly, guiding one of my hands between her legs as she sat back onto the sink. "I can enjoy a good finger job as I can a good fuck."

I didn't bother to answer, but allowed my fingers to slip between her soft lips, sliding up and down her wet slit in search of her hard clit. Her quick intake of breath told me I found the spot, zeroing in with the tip of my finger in small circles.

"You sure don't give a girl much chance!" she squeaked as my finger assaulted her hard nub.

"As much as you gave me!" I said quietly as I bent my head down to her chest. I sucked one of her huge puffy nipples into my mouth and bit gently, causing her whole body to shake with her progressing climax.

"OH GOD!" she squeaked as her body shook and trembled as her climax flowed over her time and again with the combination of stroking and nibbling. After what seemed like five minutes, but was probably much less, her body eased signaling me to let go of her tit. "God that felt good!" she panted.

"Glad you enjoyed it. Now I think we better get back out there. I may not have a ride anymore."

"Don't worry sweetie, if you don't you can stay with me as long as you want!"

"Thanks for the offer." I said as I washed my hands in the sink she just vacated. I dried my hands while she fixed her dress and then pulled my underwear and shorts back into place.

"Thanks for the fun." She said as she stuffed the panties in my hand. "Any time your back this way, stop by, I can always make time for you." She turned her back on me and walked boldly out the door as if it were an everyday thing to come out of the men's room. I followed her out a few seconds later, finding my group sitting at the table, trying to hide smiles.

"Have a good time?" Tina asked with a smirk.

"Not as good as you think I did."

"What a spoil sport." Tina said. "Especially after all that work I did telling her how good you said she looked and how bad you wanted to screw her."

"You set me up?" I asked incredulously

"Yep! Figured you might need to loosen up. I mean sis and I figured you might as well have some fun before we hit the trail."

"Just what I need." I said shaking my head as I walked toward the door. The three of them laughed, mostly at my expense, as they got up and followed me out. The waitress winked at me as I headed out the door.

When we got to the truck I called to Tina. "Hey Tina!"

"Yeah?" she called back.

"You might as well have these, I mean it was your setup after all!" I said as I tossed her the panties the waitress had left me with.

"Oh Souvenirs! How cool!" she said as she got in the truck with the panties. "I may have to start a collection!"

"Like you need a collection of panties!" Mark said. "Hell you practically never wear any!"

"Shoosh! You're giving all my sexy secrets away!" She said with a smile as she slugged him gently on the shoulder.

This trip was getting so weird, and we hadn't even gotten to the trail head. What else was I going to have to endure in the name of fun and relaxation? I closed the door of the truck and Mark headed back out to the highway, only a few hours left until we hit the trailhead.

We hadn't gotten more than a mile down the road and Carol was sliding over on the seat to sit next to me. She leaned against me and wrapped an arm around mine, pulling it against her chest. "Did you have fun?" She whispered.

"HUH?" I asked completely shocked.

"Did you have fun fucking her?" She whispered again

"Um... I didn't have sex with her... at least not that way." I answered somewhat flustered.

"Ohhh? Really?"

"Um. Yeah."

"So what did you do in there all that time?"

"Well, we... I mean... hell."

She squeezed my arm tightly. "You are so cute when you blush."

"I'm glad you think it's funny."

"Oh I don't think it's funny at all! I'm glad you didn't. I mean, that must mean that you only do it with special women... Am I a special woman?"

"I don't know just yet. I mean I haven't seen you in years and here you want to jump into the sack." I said somewhat flustered.

"You are so cute." She said leaning in and giving me a kiss on the cheek.

"What makes me cute this time?"

"Just how flustered you get. I mean we've known each other since my sister got married." She said. Then she leaned in closer and whispered, "I've wanted to fuck you since I saw you that night in that tux. The only thing that kept me from dragging you off to the ladies room and taking advantage of you was that you were married. Now that you're not... I really really want to feel your big cock inside me. I want to feel your cum pumping inside me and filling me full. I want to feel you make me climax the climax I've waited for years to feel."

"You are direct, aren't you?"

"Only when I know what I want!" She said slipping a hand into my lap. "And in this case I know exactly what I want." She finished as she grabbed my dick through my shorts and squeezed it.

"I guess so." I mumbled.

The rest of the drive was spent with Carol sitting next to me, working my dick through my shorts to keep it hard. In some ways I was glad when we finally got to the trailhead just after dark. We climbed out of the truck and stretched our stiff muscles before unloading gear. It only took a few minutes to find a free camp site and set up the tents and such. I was tired already and we hadn't even started hiking.

"If you don't mind I'm going to sack out." I announced as the girls and Mark worked at getting a fire going in the fire pit. I walked over to the tiny tent that Carol and I were sharing and looked inside. "This thing is so small, how are you supposed to change in it?"

"Oh, you don't!" Carol said with a grin. "I just stand outside and change and then climb inside."

I shook my head and began undressing, Carol and Tina watching my every move in the flickering light of the newly lit fire.

"Nice bod!" Tina said to her sister with a poke in the arm. "You are going to have so much fun this trip."

"You're telling me!" She said as she stood up and walked over to where I was pulling the last of my clothes off. I had intended to sleep in my skivvies, but Carol had other ideas, stepping behind me and pushing the elastic waistband down my body. "That's much better." She said as she let go of them and allowed them to slide the rest of the way down to my ankles. As she stood back up she began pulling her own clothes off until the two of us were standing completely naked in front of the little tent. She bent down and crawled into the tent, laying down on her back on her sleeping bag. She looked out the little door at me and motioned for me to come inside.

I got down on my hands and knees and began crawling into the tent. From where she positioned herself there was no room to get into the tent except for crawling directly over her, which was apparently her desire.

"That's it." She whispered as I moved over her naked body, feeling her hand reach out and grasp my hard dick when it came in reach. "Now just slide that big dick right inside me." She practically pleaded, pulling my dick toward her hot pussy.

My head touched her wet lips and immediately felt the heat of her wetness across my head. She wrapped her legs around my waist and pulled me down to her while pulling herself up toward me. I easily slid inside her wet tunnel, her velvety pussy caressing my dick as I pushed deeper inside her.

"Ohhhh yes!" she moaned as I hit bottom, my pubic hair pressing against her clean shaven pussy. "Now make love to me, slow and easy. Make me cum around your hard dick." She practically moaned.

How could I refuse such a request, not to mention this is the first pussy I have had around my dick since the divorce. I was glad to see my body hadn't forgotten what to do with a hot woman. Almost without thinking about it, I started slowly sliding in and out of her hot tunnel, pulling out until my head was all that was left inside her and then pushing back deep inside her. As I stroked my pace picked up, each stoke slapping against her body, making her hot looking tits wiggle in the faint light filtering through the tent material.