Dawn sunbeams poured through the back windows of the SUV and across Kayla's closed eyelids. She stirred at the intrusion and realized she was not lying in her bed. Oh right, the party, she remembered as the haze of sleep lifted.

The lifeguards at the park's swim beach had a tradition of camping out on the Sunday night following the busy July 4th weekend. So last night Kayla and seven of her coworkers had roasted marshmallows and drank booze swiped from their parents' fridges. They passed a few joints around the fire and everyone swapped stories about the dumbest interactions they'd had with park visitors recently. Typical teenagers blowing off steam on a hot summer night.

As Kayla began to adjust from her sleeping position to get more comfortable she felt Josh's erection graze against her buttocks. She froze and her breath caught in her throat.

Kayla was a virgin.

Of course she had heard guys talk about 'morning wood' but she had never been around when it was occurring. Although she was pretty and athletically built, she had never been very popular or cared much about dating. She'd made out a few times since middle school; back seat fumblings and basement parties with a 'seven-minutes-in-Heaven' closet. Her experience with penises however, was nil.

This was the first time she had woken up this close to a man. He wasn't deliberately encroaching; it was just that four teenagers laying abreast in a mid-size SUV was pretty snug.

When the party had wrapped up around 2:00am Kayla and her work bestie, Brooke, had opted to sleep in the back of Kayla's Explorer. Fellow lifeguards Josh and Eric had planned to crash in their sleeping bags on cots, but the thick summer air made staying inside the bags too hot. As the fire died back the mosquitos surged and the boys were getting eaten alive laying outside. The girls, of course, invited them to seek sanctuary in the vehicle.

There hadn't been any hanky-panky as everyone was exhausted; bloodstream's full of alcohol and weed, following a long day of work and play in the summer sun. But now, Kayla was wide awake and acutely aware of the heat flooding across her groin.

Josh was a senior at the other high school across town. He was on the varsity swimming and track teams and had an incredible body. Six feet of lean, rippling muscle with dark chestnut hair and amber eyes. During the off-season he worked as a retail model at the mall, getting paid just to stand around looking fine in overpriced jeans. Josh joked that working at the lake was great because he basically got paid to get the tan he needed for his winter job.

Thinking about him striding along the beach in his red guard shorts, the sun glinting off his wet hair and tan abs made Kayla's labia moisten. She kept her eyes closed and exhaled slowly. As her body relaxed the gap between them narrowed.

She wondered if Josh was conscious at all or just having a good dream. She focused on his breathing, feeling his chest brush her spine when he inhaled. She could feel his firmness growing warmer through her thin cotton shorts.

A tingle exploded through Kayla's pussy causing her pelvis to twitch without warning. Josh's cock twitched in response, bumping her rear-end more sharply. Her heart raced.

Brooke and Eric were lying right there in the car, just behind Josh's back. The sound of Eric's soft snoring hinted he was still asleep, but what about Brooke? Josh's muscular frame was blocking her view of Kayla.

Unless she were to sit up... Whatever. She's the one always harassing me for not getting any action, mused Kayla internally.

A carnal need was building in her core. Her body seemed to act without her authority as her hips drove backwards into Josh's crotch. He braced against the force and took in a ragged breath. He was definitely awake now.

His erection grew harder at her sudden impact. Kayla undulated her hips, pressing her ass against him. The slick material of his basketball shorts felt sublime sliding across the backs of her bare thighs. It was clear he wasn't wearing anything under them. She flexed her glutes, and her cheeks gripped at his shaft.

Suddenly Josh's hand was on her hip bone. She stopped moving, fearful that he was about to push her away.

Oh, god! What have I done?! How am I even going to look at him at work after this??

Kayla's mind sprinted through a dozen thoughts by the time she realized his fingers were now touching her bare skin as he traced along the side of her thigh toward her knee.

Sensing his approval, she relaxed and took in a slow, deep breath. Josh's fingertips ran back up her leg. When they returned to her hip bone, he pulled her pelvis toward himself gently. His hand kept moving, feeling warm and sensual on her waist, her ribs... His thumb caressed her nipple through her sports bra. Then he palmed her breast, pulling her shoulders into his chest.

Kayla had never been spooned before. She was enveloped in sensation. Feeling her whole body in contact with Josh's set her heart aflutter. His breath was warm in her ear. Her hips rocked forwards and backwards and he held her close. His cock was hot and rigid against her crack. Kayla felt her vulva swell with desire and moisture seep into her panties.

She had never experienced such lust before. She wanted to feel him inside her. She wished Brooke and Eric were not there so she and Josh could explore each other's bodies uninhibited.

His warm fingers snaked under the hem of her tiny shorts, finding her wetness.

"Mmmmm...nice," he purred in her ear.

Kayla blushed and turned her face away from him, suppressing a shy giggle. No one had ever touched her intimate bits before. The warm pressure of his hand cupping her swelling mound was bliss. She suppressed a moan by biting her lip.

Josh bent his head down and kissed her collarbone. Then he ran the tip of his tongue along her neck, toward her ear, and blew gently, causing a shiver to run down her spine.

Her body quivered in ecstasy. She reached up and grasped the back of his head, intwining her fingers in dark, messy hair. Josh was rubbing her clit over her panties as her hips made circular motions against his thick meat. Kayla head buzzed, torn between surrendering to her body's desires and staying quiet enough to not get caught.

She reached her right hand between their bodies and felt his eager cock radiating heat through thin shorts. Josh probed his fingers under the hem of her panties and slid a single finger down the length of her dripping slit. Kayla gasped and her hand gripped around his pulsating member. He added a second finger, caressing her velvety folds, teasing her. Kayla was on fire.

She reached into Josh's shorts and ran fingertips over his smooth cock head. The first cock she'd felt before. It was so hot against her palm. And so firm. She imagined him slipping between her legs and filling her virginal hole. Josh swirled his thumb around her clit and delved two fingers deeper into her core. Her hand stroked up and down his shaft.

"You feel incredible," he whispered huskily.

"You, you feel so good. You're making me so wet," Kayla stuttered.

"I know," he confirmed with amusement. "No one's ever played with your pussy before, huh? That's a shame."

His hand pulled out of her shorts and he brought it past her face to his own lips. He licked her juice off his fingers as she watched.

"Mmmm, you taste like cherries," he beamed. Her hand was still fondling his erection curiously while she marveled up at him, sampling her.

He took his hand out of his mouth and met hers inside his shorts. Together they repositioned his cock between her thighs, so it was teasing her engorged lips instead of pressing into her ass crack. She wanted so badly to slide both of their shorts down and feel his skin against hers. He guided her hand back to her own pelvis and pulled her hips into his groin. His hand was still guiding hers as they pushed down the front of her shorts.

"Touch yourself for me," he purred suggestively and placed her own fingertips on her slick, hard button.

His own hand kept moving south, and he plunged two digits deep into her needy crevice. Kayla moaned and wiggled her fingers back and forth across her clit as Josh pushed deeper. Deeper inside than anyone had ever been. Awakening parts of Kayla that lay dormant. She ground her hips in circles, feeling his dick pulsing between her thighs.

"Cum for me, Kayla," he prompted, his lips tickling her ear.

Hearing him say her name while their bodies were entwined together, his fingers writhing inside her, sent a new surge of heat through her core. His hot, hard cock rubbed her plump lips through thin fabric and she increased the speed of her own strokes.

In and out, Josh drew his fingers, in and out.

Kayla's body rocked with waves of pleasure. Her eyes rolled back in her head and she bit down on her lip. She felt a gush of hot fluid release and coat Josh's skilled fingers. He delicately stroked her folds and kissed her neck as her body quaked in delight. She turned her head up towards him, and their lips met in a wet, passionate kiss as he pulled his hand out of her shorts.

Catching her breath and coming back to reality, Kayla wondered, Had they been busted?