While my wife, Kay, was off on a shopping excursion with some women she'd met, I decided to spend the afternoon at the hotel pool. It had one of those swim-up bars with submerged stools along the edge of the pool, which was fine with me. Nothing like laying around on a hot, sunny afternoon, drinking ice-cold beer, and watching women in swimsuits.

A good-looking woman was on the adjacent seat, and after a while I fell into conversation with her. A while later, since we were hitting it off, I offered to buy her the next drink. She agreed but suggested we get out of the water and move to one of the tables with umbrellas that were scattered around the pool. We ordered fresh drinks and asked the bartender to send them up to us.

Things seemed to be going well, I thought. Her name was Brenda, and she was there with her boyfriend Mike, who was off on a skin-diving expedition for the day. Brenda was friendly and easy to talk to. I felt she was interested in me, which was fine as far as I was concerned. It had been a long time since I'd been with anyone except my wife, and I couldn't help being interested in this sexy, attractive lady. After she had made a couple of suggestive comments, I began to think I might get lucky. I decided to take a chance.

"So," I said, "you wanna go upstairs?"

Brenda took a long drag on her cigarette, looking at me through the smoke with squinted eyes, then blew it out with a long sighing breath.

"Yeah," she said after what seemed like an eternity. "Yeah, I think I do." She stubbed out her cigarette, stuffed the pack and lighter in her purse, and grabbed her towel. I laid a twenty on top of the bar tab, using the ashtray to weight them down, and stood up. We walked into the hotel and through the lobby to the elevators.

"We'll go to my room," Brenda said as we stood waiting for the elevator. "Okay?"

"Well..." I said, uncertain whether I wanted to be on her ground or mine.

"My boyfriend won't be back until tonight," she said. "I wouldn't want to be... interrupted."

"Okay," I agreed. "Your room."

With a soft bong and a hiss, the elevator arrived and opened. We stepped inside, and Brenda pushed the button for the 24th floor. I was surprised. My room was on the 11th floor -- floors 20 through 25 were luxury suites, I knew.

As the elevator started upward, I stepped over to her. Brenda looked at me calmly, waiting, her face blank. I parted the lace cover-up she wore over her bikini that was buttoned only at the top and put my hands on her hips. Her eyes moved upward as I pulled her closer, watching my eyes but still showing nothing. I slid my hands up her back, pressing her soft breasts against my chest.

As I lowered my lips toward hers, Brenda's chin tilted upward and her eyelids descended languidly. Only at the last moment did her eyes finally drift away from their solemn gaze into mine. Then I felt the first satin touch of her lips. They pressed against mine briefly, then nibbled at my lower lip. I pushed my tongue forward, and her warm mouth opened to accept it, her tongue answering mine, licking, probing, retreating.

The elevator slowed and Brenda, gently but definitely, pushed back from me, breaking the kiss. When the doors slid open, we were standing discreetly side by side. There was no one in the short corridor that was revealed. Brenda led me to the first door on the left, which she opened to reveal a large room that served as the central common area of the suite.

The door to a large bedroom stood open at the left rear corner, but she turned to the right and led me into a smaller bedroom. It was about as "small" as my entire room several floor below.

Keeping hold of my hand, Brenda guided me to the king size bed that stood in center of the room and sat down, pulling me down beside her. I put my arms around her and kissed her. She kissed me back, but I could sense a hesitation. I pulled away and looked at her questioningly.

"Listen," she said, "I want you to know that I've never cheated on my boyfriend before, and I don't plan to ever again. I'm only doing this because... well, I want to do something special."

She hesitated again, so I said "Yeah?" to encourage her.

"Well," Brenda said, "I... uh..."

"I'm pretty flexible," I said. "Why don't you just tell me what you want?" Meanwhile, I was trying to figure out what it might be.

"Well, Mike... he's been after me to... Well, he want to do it to me... back there." She blushed and looked away. "I mean, he wants to... fuck me in the ass and... well, I've never done that."

"Yeah?" I said, staying cool and trying not to show the thrill of excitement that shot through me at her words. It's one of my favorite things, but not one I get to indulge very often. "So... why haven't you? Why me?"

"Well," Brenda said, "... don't take this wrong, but... You see, Mike's real big. Like, the biggest I've ever known, and, well, I'm just not sure I can."

I raised my eyebrows in a question.

"Well, it's not that I think you're small," she said apologetically. "It's just that... well, I thought it might be easier the first time with... with a regular size guy."

"So," I said, smiling to let her know I was kidding, "you think I've got a little dick?"

"No, no!" she said. "I just..."

"Take it easy," I said. "I'm just kidding. I'm not some teenager worried about the size of my equipment. It's always been big enough. I know there are guys bigger, but, so what? Nobody's every complained. Besides, you might be surprised."

"So, it's okay?" Brenda asked. "You're not disappointed or..."

"Hell, no" I said.

"Have you ever... ?"

"Yeah," I said, "a few times. Enough to know what I'm doing. If that's what you want, I'd be happy to oblige. In fact, it would be my pleasure."

Brenda gave me a shy smile, so unlike her original behavior. It dawned on me that this whole thing had been more her idea than mine, and that I had just been the lucky guy at the right place and time. She was looking for someone, and if I hadn't come along she would no doubt have found someone else.

But, I told myself, what did I care? The end result -- no pun intended -- was that this gorgeous woman was not only going to let me fuck her but wanted me to fuck her ass. I could handle that.

I put my arm around her shoulders and drew her toward me. Brenda raised her mouth to meet mine, and we slipped into a kiss that started gently and gradually built up to a deep, passionate, and highly erotic merging of lips and tongues. I brought my other hand up, slid it under her cover-up, and cupped a breast. She pushed back against my hand, pressing her flesh into my palm.

I kicked off my sandals, and we fell backward on the bed, continuing the kiss. After a while, I broke it off and, pulling her with me, scooted back onto the bed. We fitted our bodies together and resumed kissing. I slid my bare leg between hers and up between her thighs until it nestled against her crotch.

Brenda spread her knees to give me room, then squeezed her legs around mine, rubbing her pussy against the top of my leg. I could feel the heat of her middle and a faint dampness. She moaned faintly and clenched her arms around me, pulling us together tightly. Our faces twisted from side to side as we probed each other's mouth with our tongues.

The soft pillows of her breasts felt good against my chest, but I wanted more. I worked my hand under our chins and found the large button that fastened her lace wrap. Slipping the button through the hole, I spread the sides open and move my lips across her cheek and down her neck, sucking and nipping at the sensitive areas under her jaw and at the base of her throat.

Then I moved lower, across her upper chest and onto the tops of her breasts, kissing, licking, sucking. I slid a finger into the bra top of her bikini and ran it down underneath her tit, brushing her nipple. It was a rubbery pebble that stiffened at my touch. With my finger, I lifted it up above the bikini top, took the hard button between my lips and sucked on it. Brenda put her hands on my head and pulled me in, arching her back at the same time to thrust her tit deeper into my mouth.

"Wait a second," Brenda whispered, pushing me back gently. As I raised up, she said, "Take your shirt off."

I knew what she wanted and pulled my tee shirt over my head while she raised her back off the bed, reached behind herself and released the top's fastener. The sides came free and Brenda pulled it off, sliding the shoulder straps down her arms. Her firm, tanned breasts, showing no signs of a line, sagged only slightly to the sides. Both nipples were erect and thrusting outward. I lowered my head again and took them between my lips, each in turn. After sucking them up even stiffer than before, I raised up slightly and pulled her naked breasts against my chest, reveling in their softness against me. Brenda put her arms around my neck and hugged me close.

I began kissing her again and slid my hand down over Brenda's stomach to rest on her thigh. At my touch, she opened her legs and shifted her hips, moving her middle toward my hand, inviting me to touch her. She didn't want any more preliminaries.

When I slid my hand over to cup the mound of her pussy, I could see why. The band of cloth that covered her there was hot and damp. I squeezed gently and then slipped a finger under the elastic. Her cunt was already wet and slick.

"God," Brenda whispered in my ear, "I'm so damn horny! I've been thinking about this all day -- all week, really." She gave a shudder as my finger sluiced between the lips of her pussy and slid over the bump at the top of her notch.

"I guess so!" I said. "You're really wet."

"Put your finger in me," Brenda whispered. "I need something in me right now!"

I did what she asked, sliding my finger down her crack until I felt the start of the tunnel, then pressed in and down. She was tight, but my finger slipped easily, liquidly into her. Brenda pushed upward with her hips, driving it deeper into her.

"God, that feels good," she moaned. "I wish... No... No. I want it, but it's... gotta be the other way. I... I want to keep my... my pussy just for my boyfriend. Just him. You understand, don't you?"

"Don't worry about it," I reassured her, smiling. "I'd like to fuck you everywhere. But it's okay. I mean, I want to. It's not like it's a chore, you know."

"Good," Brenda said, rolling her hips around and working my finger inside her. She groaned with pleasure when I moved my thumb to her clit and massaged it gently. "Oh, jeez, that feels so good."

While I played with her, Brenda snaked her hand down and found my cock. It was already hardening, but it swelled and throbbed under her touch. She fumbled at my waist, found the drawstring of my trunks and pulled the knot loose. Then she slid her fingers inside and wrapped them around my hard-on.

"God," she said, "You're bigger than I thought you'd be. You're not small at all... almost as big as Mike."

"I knew that," I said with a grin. "But it'll be all right. You can take me. I know you can. I've done it before and it was... just fine. You'll like it. You'll see."

"You're sure?"

"Yeah, it'll be fine. Don't worry. It's... different, but you'll like it. It's real sexy. It'll make you come."

"Really?"

"Yeah, really."

Brenda bit her lip, thinking, then decided.

"Do it to me, then," she said. "I want to do it."

I looked around the room, searching for something to use as lubrication, but didn't see anything.

"I need something to grease you up," I said. "Do you... ?"

"In my purse," Brenda said. "Suntan lotion?"

"Perfect," I said, grabbing her purse from the nightstand and handing it to her. Brenda reached into it and pulled out a plastic bottle, showing it to me.

"Yeah," I said. "That'll do fine."

I took the lotion from her, sliding my finger out of her pussy.

"Oh," she said, disappointed.

"Sorry 'bout that," I said. "I'll make it up to you in just a minute." I tugged at her bikini bottom. "Let's get this off."

Brenda wriggled out of the bottom and pushed it down and off her legs. She watched me carefully as I popped open the lotion bottle and squeezed a gob of it onto my fingers.

"Do you want me to turn over?"

"Not just yet," I said. "Right now I just want to get you all slippery."

She was lying on her back with one leg cocked up and the other stretched out. As I reached down between them, she raised the other leg instinctively. I slipped my lotion-drenched fingers between her asscheeks, and Brenda flinched slightly when my fingers found her asshole and wiped the lotion onto it but otherwise held still. I put my thumb on her pussy and pressed inward, sliding it up inside her, which made her moan with pleasure and push back.

My middle finger was right on the tight dimple of her butthole. Using just the fingertip, I slowly rolled it around and around her pucker, waiting to feel her relax.

"That feels... strange," Brenda said.

"Just relax," I told her. "The secret to this whole thing is to relax. If you fight it, it'll just hurt. But if you relax, it'll be easy."

I increased the pressure of my finger gradually, pausing every few moments to gather up more lotion with the tip and push it into the center. She held very still, her eyes closed in concentration or embarrassment or both. But I could feel no resisting tension, so I pushed a little harder, and the first joint of my finger oozed into her rosebud.

"Ooh!" Brenda squealed. He ass muscle clamped down on my finger.

"Relax," I said again, and began working my finger tip inside her, pressing against the tight muscle. I alternated that with sliding my thumb in and out of her pussy. I put my other hand on her mound and used it to work on her clit. When I could tell she was relaxing, I slowly pushed my finger farther into her butt.