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After a hard day of working out as an aerobics instructor my girlfriend Vicki usually feels really good. She's always very sweaty and has a delicious mischievous smile. That continuous exercise seems to pump her full of sexy, sensuous feelings.

On this particular day, I arrived late and found her in the living room still getting out her workout cloths and slipping into a bikini. She wanted to take a midnight soak in the Jacuzzi or a quick swim in the pool.

I was really tired and didn't feel like joining her, so off she went by herself. I knew that at that hour no one would be down at the apartment pool area. My girlfriend looks fantastic and I love knowing that other guys find her attractive also, but that's when I'm with her, I wouldn't normally willingly let her go down to the pool to get ogled by guys if I could help it. But as I said it was late and no one would be around.

I showered and went out to our balcony to watch her swim. Our balcony is on the third floor, overlooking the large pool and facing other apartments in the large complex. It has a resort feel to it, especially with all the pool lights reflecting off the palm trees.

I noticed other guys watching her from their balconies. One even whistled at her and tried to spark up a conversation, but she was too busy swimming gracefully back and forth the length of the pool to pay him any attention.

I would have whistled too, she looked so luscious and firm. Her bikini was quite small and fit her contours perfectly. When it gets wet it almost disappears like wet a napkin pressed against smooth skin. Her boobs are pronounced through the wet material begs to be squeezed.

After 10 laps in the pool, she came up to the apartment all wet with her suit still clinging to her body. I love looking at her like this... wet... Her long, dark hair, sensuous, red lips, her hard nipples poking through her thin suit and her firm ass with her suit pulled up between her ass cheeks. It looked like she was wearing a thong.

Usually she's quick to restore the fit of her suit but she left if alone this time. She wanted to show her body off out there as she walked away. I got hard watching her strut her stuff and felt a moment of gratitude and pride that she was my girlfriend and those guys watching her could only fantasize about her, while I could have her any way I wanted.

Then Vicky was at my side on the balcony and looked out at the night. A gentle breeze was blowing through her hair and I could see that it made her nipples hard. She turned to me with a smile; I could see her plump, wet lips in the glow from the pool lights. She must have licked them they were so moist.

She looked deeply into my eyes and asked me to kiss her.

As I held her in my arms and planted a big passionate kiss upon her luscious lips I felt her hand gently reached down and caressed my dick through my warm-ups. Then as we broke our kiss she told me to strip of my clothes.

It's a 3rd floor balcony and even though it was dark, there was enough illumination to see us from a distance. There were still some guys chatting away down stairs and I could make out some people hanging out on several of the balconies across the way. (Didn't these people ever sleep?)

There was a guy on his 2nd floor balcony directly across from us talking on his mobile phone. He was facing our direction but not exactly looking at us. Vicky asked me if I wanted her to suck my dick right then and there. I'd always wanted to do this in front of other people and here was my chance but I was also slightly scared of the extreme exposure. My heart started beating faster; I felt a rush of excitement and nervousness, as I pondered this.

Vicky knew I wanted this, she knew that I was a closet exhibitionist.

I nervously backed up into the room to take of my shirt. My dick was really hard just thinking of her lips wrapped around it, slurping and licking and the fact that they would all get to see her sucking me off. All anyone had to do was look our way and they'd know what was going on.

Vicky began to pull down my warm-up shorts. I had a huge hard-on that bounced in time with my heartbeat. I could barely contain the excitement, I felt like shooting off right then and there. But my lust and desire wanted to show her off to everyone, to put on a show of luscious red lips sucking on a hard dick, so I tried to control the urge to cum, I tried really hard.

I was nude now with my dick pointing straight out. I stepped half way out through the balcony glass door just in case I had to dash back in again, if someone made any fuss about this. The lights outside were not as dim as they had seemed before, we could easily be seen at a distance, I realized nervously.

The cool breeze was now blowing across my exposed skin and I could feel my dick twitching in excitement. Vicky took her bikini top off and licked her lips, "Okay baby, I want to suck your dick and we'll let anyone who wants to watch have a nice little show, shall we?" she said.

I trembled with intense excitement, helplessly oozing precum, and I almost jumped out of my skin at the light touch of her fingertips on my hot cock. Vicky looked out down toward the guy on the second floor balcony across from us and led me closer to edge of the wrought-iron railing.

I watched dumbly as she slowly knelt down. Acutely aware of my nakedness and exposure to anyone I stood there scared but excited, my lust was almost unbearable. Vicky lifted my dick and began to lick lightly at my balls. She kept her eyes toward them but her mouth now began to engulf my nuts. I almost died with the pleasure, it was so fantastic. What an incredible rush.

I could feel her tongue caressing my balls all around and her fingers stroking me lightly lubricated with my own precum, it was incredible. Then she looked up at me and held my dick against her lips but did not take me in. She just moaned with a smile, rubbing me against her full luscious lips. She was teasing the hell out of me.

Our neighbor from across the way had stepped out onto his balcony again talking on phone. He was facing our direction. If he just glanced up he would see Vicky kneeling down in front of me with her moist wonderful lips sucking my balls and dick. A rush of excitement and newfound daring came over me.

"Suck it now baby, suck it, c'mon, suck on my dick baby," I said loud enough to be heard clearly.

Vicky looked in his direction, perhaps now feeling the moment of truth. Would she do it or not? Would she perform for me and our audience?

"Oh baby, please suck on my cock, c'mon, do it now!" I said. Vicky, holding onto the base of my dick with one had and caressing my balls with other, began to suck me passionately and fully on the head of my dick, moaning away lost in her own lust.

I wasn't sure if I could just stand there if he turned and actually noticed us, but the thrill was almost overwhelming. The feeling of my beautiful sexy girlfriend's tongue stroking the underside of my dick, her lips sliding all over the head, it was just so incredible.

She then took as much dick as she could in her mouth. I slid out from her lips slowly, giving me a strong intense feeling, an overpowering feeling. I imagined my cum spurting into her mouth, oozing from her lips. Vicky sucked me with passion and a wonderful nastiness that numbed my mind.

Suddenly the guy on the balcony across the way looked up and saw us! At that point, I just looked down at Vicky's lips sucking me so very hard and her head bobbing wildly. Knowing that we were being watched I threw my head back and thrust my dick a bit further into her mouth.

I looked over at our audience and could tell that the guy wasn't sure what he was seeing and turned away but then he looked back again a second later. Then he made a beckoning motion toward the sliding glass door at his back and suddenly three more guys came out on his balcony.

My first impulse was to stop Vicky and run inside, but her lips were caressing my dick wonderfully that and even though I was scared out of my mind, the pride of having such a beautiful woman giving me oral sex in front of these strangers kept me place. The good thing about my fright was that I was so weirded out that I was able to now control my urge to come much better than before.

The 4 guys had all stopped talking and were at the edge of the balcony rail silently watching the action. Vicky noticed their stare also and picked up her pace very loudly, moaning and passionately and a little louder.

She was putting on such a nasty, kinky show now that I couldn't hold out much longer, nor did I want to. This was my fantasy, being watched while my hot girlfriend gave me head and. To know that every guy watching us wished he was me and knowing that later they would see us together walking around the complex and know that I was her boyfriend and that she'd given me a blowjob.

I came in her mouth. I was oblivious to everything else as I spurted into my waiting mouth. My body jerked each time I ejaculated in intense pleasure and the feel of her lapping tongue and sucking lips only made my pleasure more that I could have ever imagined.

I was cumming for all to see and Vicky helped by massaging my balls as she swallowed all that I had to offer until I finished. Then she let my cum ooze from her lips and down her chin. I watched stunned as she scooped up a glob of my cum from her chin and rubbed it on her tits. (I had told her once before that I liked seeing her do that.)

Finally Vicky pulled me from her mouth and looked up and smiled at me. I looked down at her gratefully but soon became aware of my nudity and the fact that we'd just put of a sex show for our neighbors.

I ran inside as quickly as I could. Fear had now replaced my feeling of lust and ecstasy. What would happen now!? I hoped that our neighbors wouldn't try to talk to us later?

As it turned out our neighbor from across the was happened to be out on his balcony a lot after that night. But Vicky and I kept our sexual play indoors after that. I do know that we both got a lot of stares after that, but I'm not sure who had seen us and who hadn't.

In the final analysis, I don't regret what we did and neither does Vicky, although I don't think I could talk her into doing it again if I wanted to. It was the most amazing thing to do that kinky stuff in front of other people. I'll never forget that feeling as long as I live.

END


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