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I suggested we both take off our suits, thinking to myself that I'm pretty sure she has very few opportunities to let some sun shine on her beautiful ass, so who knows maybe she'll go for it.

It was now or never and I knew it. I stood up dropped my suit to my feet, stepped out of them and sat back down in my chair, trying to act as nonchalant as possible. She didn't move, still lying on her stomach, though I did see her glance at my semi hardon before I planted myself in my lounge chair. The sun was blazing and the sweat was beginning to pour off me. I stood up and mentioned that I needed some lotion, especially on the areas where the sun doesn't usually shine. Tracey chuckled and said that she needed some too and began to stir from her lounger as I moved to the pool house. I grabbed the lotion and turned around to see Tracey's back to me, she was already topless and now she was slipping her bottom off her beautiful ass.

I couldn't believe my eyes. There was a hot, beautiful, naked woman standing there in the blazing sun. I stammered something but I have no idea what I said. I was happy she wasn't facing me so I could just stare and soak in her sexiness. As I got closer Tracey got back down on her lounger face down as she was before. She caught me staring at her ass this time and asked me if I was enjoying the view. Of course I was though I had seen her in a thong before. The fact that she was totally naked was much more exciting than the view I had. I told her that Stevie Wonder would be enjoying this view as I began to lotion up myself. At this point I was no longer shy about being naked, this was a win-win situation for me now. It was a great trade, my nakedness for hers, as she is much more attractive than me and that was obvious.

She lazily watched me rub down my legs and then my upper body. Then I squirted one more glob of lotion in my hand and casually stroked my penis and balls, making sure they were protected. I took my time on my cock, and it was almost fully erect before I stopped stroking it. I know she was looking at me, and being on display for her was such a turn on. Too bad the lotion had at least temporarily overwhelmed the scent of her on my upper lip.

I went to hand her some lotion and she looked at me and said "Why don't you just do my back for now". I tried not to jump out of my chair, but I knew that if she was looking at my cock she would have seen it twitch when she said that. My heart was racing, beating so loud I could swear that she could hear it. I tried to act casual as I slid off my lounger, swung my legs between the 2 chairs, and said "sure!, I'd be happy to" which she of course knew.

I leaned over to her, squirted some lotion on her calf and began rubbing it in. She moaned softly as I began more of a massage than just a simple lotion application. I continued to rub her calf, going down to massage her feet. I noticed for the first time that she had a beautiful manicure as I slathered lotion and rubbed between each toe. I bent her at the knee and rubbed the front of her shin, and as I did this her thighs parted a little. I could see her beginning to really relax and my mind raced. I had no idea where or how far this was going to go, but I did know that I was sporting the hardest cock I ever had.

I moved off my lounger to get better access to her other leg, but also because I didn't want her to see my boner sticking straight out of my body. I threw a cushion on the bricks at the foot of her chair and got on my knees as I began to work on the 2nd calf. All those years of dancing really kept her legs tight. I really began massaging her in earnest and my movements on her leg were affording me a view of her moving ass crack. It was so hot now that we were both sweating as I watched a bead of sweat run down the crack of her ass. Damn I wanted to lick that salty drop off of her.

I moved up her legs to her lower thighs but I couldn't reach up any farther.

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