About 12 years ago I was in Colorado for a convention There were a couple of days off during the meeting. A colleague, female, asked if I were up to something she had not done before. I asked what? She said she had aways wanted to go to a nudist spa pool day spa. Her husband would not go. I said the same, my wife would never go there or nudist beach etc., I said I was up to it! She found a spot where you could sign in for a day. We arrived, directed to a changing area and lockers. She said “well here goes!” Carol took off her clothes. Her breasts were small but firm. Extra large nipples and a great deal of pubic hair. Come on, she said. Get those jeans off. Do you have a small “Willy “. She asked! We were laughing! I took off my shirt and jeans and was standing in my bikini underwear revealing under my underwear my large penis. I pulled down my pants and my large flaccid penis was hanging down about six or so inches also fairly fat. Oh my ! I was thinking you would be small! Continuing to laugh we walked outside. Lots of couples swimming, sunning drinking and playing games. Carols breasts were standing out her nipples like Little Rock’s. Some couples were oiling each other. Breasts were all sizes, most men had a small penis. What would you like to do, I asked ? Let’s put some sun block on she said. Shall we do our selves or each other. ? I asked. Each other she said laughing. She asked me, how are you doing? I said I am fine! Couples were rubbing oil into each other and holding and touch each other. Are you alright with this? Carol asked. We are friends, things are not progressing and we are having some fun! I replied. Do you feel comfortable massaging me? I said yes! She laid down face down. I massaged her entire back. She rolled over her breasts firm and nipples hard, I asked can I massage your breasts? Yes please, she replied. She turned her head towards me, my large and swelling penis at eye level. God, you are big! My hands massaged her breasts and I found myself squeezing her nipples. Couples were all over just enjoying each other. As I finished up she said your turn! I am fine I said. Oh no! Come on and lay down. This is going no where, right! No where I said! I was on my back as Carols hands moved down to my legs and back up. Can I hold you, she asked. What could I say? Yes, if you are alright! I do not know, she answered. Breathing heavy and with a nervous laugh! I felt her hands begin to touch me. Our eye met, I need both hands she said with a chuckle. If you want to hold me, do it, don’t be too gentle. Her hands became firm and she pick me up and began to rub! We were laughing and I said. Oh! Embarrassed about having a small “Willy”. We swam, played pool volleyball, had a drink at the bar. Back in the changing room, dressing, we took one last look at each other. Back to our hotel and on with the meeting. What a day, what a memory!