[luvs2spin78]

Many years ago, I was friends with a smoking hot blonde divorcee who was in her mid-30's named Valerie. Although she was not a 'flasher', she liked dressing up sexy whenever we went out to dinner, which usually meant a short skirt and no panties. It would afford me many opportunities to reach under her skirt while at dinner and play with her, or coax her into giving me a quick private flash in the parking lot when no one else was around. It was great! Anyway this particular time, we were at a public beach in the early fall. It wasn't too crowded, but still warm enough for us to be in our swim suits, with her wearing a nice bikini that showed off a very sexy MILF-like body. We had spent several hours there, and had had a few bottles of wine which we had snuck onto the beach, and were just fooling around and making out in a section of the beach that didn't have a lot of other people. While making out with her, I teasingly would pull at parts of her bikini to give me a quick peek, or allow me a chance to grab her ample breasts, her sexy ass, or to finger her under her suit. It was perfect as no one was really around to see us. She must have been getting into the moment as she became less and less inhibited about how far I would go in disrobing her, and the wine must have been flowing nicely to her head. Then at one point I looked up and saw three guys walking along the waters edge toward our position. As they got closer and closer I realized they must have been in their early 20's and I had this real desire to expose her. She had no idea they were there as she had her back to them. I leaned over and started to kiss her teasingly again on her neck and mouth to keep her turned away from them, and I noticed over her shoulder that they had spotted us and taken a keen interest in our make out session. As they neared us from behind her, I grabbed her bikini bottoms and slowly peeled them down her thighs to perfectly expose her lily white and tan-lined ass to them. Again she had no idea they were there, and having pulled her bikini bottoms down to mid thigh I then moved my hand back to her pussy to finger her. The guys stopped in mid stride and just stared while I kept fingering her and her soft moans in my ear had me rock hard. She orgasmed hard all over my hand while still not realizing the show she was putting on for them. I rolled back onto my back while pulling her on top of me, which caused her to spread her legs slightly while she straddled me, but her bikini bottoms kept her from making it a full on straddle. I could only imagine the view she was giving those guys with her bum in the air, and her anus and her wet pussy lips likely peeking out to say hello. When I looked over to see the mesmorized 3 guys standing there staring, it was obvious that I 'caught them staring' and rather embarrassed, they started walking along hurriedly pretending they weren't busted. Its at that point that Valerie saw them and realized they must have seen something. She reached back behind her to pull her bottoms up, but the damage had already been done. Ha Ha Ha. She hushed an angry (and embarrassed) "OMG... I cant believe you did that...did you see those guys there?!?.. do you think they saw? (but I'm sure she knew they did!!)". In the throws of ecstasy, her hair was a mess across her face and she didn't dare look up at the guys to make eye contact. Needless to say, I had a ranging hard on which she took care off after her anger and embarrassment died down. I told her later how I had planned the whole thing when I saw them from afar, and she smiled and told me in hindsight it was a hot memory.