My New Friend’s Mom

MY NEW FRIEND'S MOM TEACHES ME

CHAPTER 1

Me and my family recently moved into a subdivision just outside of Houston. My Dad's work transferred him here. Me and my sister Judy didn't want to move but we didn't get a vote. We both had friends at home in Dallas where we used to live and didn't want to leave them and change schools. Mom said she didn't care one way or the other. That there was nothing holding her there. So, here we are, in a brand new place, going to a brand new school, and without a friend one. Judy will be fine. She's a sophomore in high school, pretty, very sociable, and outgoing. She's already started making friends. Me, on the other hand, I'm just the opposite. My name is Russ. I'm 18, will turn 19 in August. I'm a senior. I'm not the kind of guy who makes friends easily. I don't know, I'm just shy and have a hard time around people I don't know. We've been here 1 month now and Judy is pretty well established with new friends and settling in well. I am grateful that there was one guy who talked to me the first day at my new school. His name is Mike but everybody calls him Goose. I haven't gotten the story behind that yet but I'm anxious to hear it. Anyway, he's a really nice guy and I think he took pity on me being the new kid. Our lockers are beside each other and that's how we met. So we hang out at lunch and before the bell in the morning and stuff. He's introduced me to a couple of his friends and they seem okay, too. So I guess I'm starting to settle in.

A couple of us have cars and hang out at the park on the weekends scouting for chicks. None of us have steady girlfriends but they all go out sometimes with a girl. I haven't met one yet to go out with. Truth be told I've never been on a date yet. I'm just too backwards. Everybody says I'm a good looking guy and likeable, that I just need to come out of my shell. I hope it happens someday. Some of the girls that hang out with us sometimes will talk to me and I get all nervous and stuff and can't carry on a good conversation. Then they tease me about it. They told me, too, that I need to try to learn to talk to girls. That a couple of girls have said they thought I was cute, but they thought I was stuck up because I wouldn't talk to them. My Mom says I have low self esteem.

CHAPTER 2

When we had been at our new home for about 3 months Goose told me one day that he was having a birthday party at his house for his 19th. birthday. His birthday is August 13th. Mine is the 20th. He said it was in the basement at his house. His parents would be there to chaperone so it wouldn't be anything wild or anything. Just a bunch of guys and girls listening to music and dancing. He said of course there would be a couple of guys that had a bottle or some weed in their car. He told me to invite Judy. I said I would but I didn't know if Mom and Dad would let her come. Surprisingly they thought it was a good idea as long as his parents were there. They said it would be a good opportunity to meet more people. We made it a kind of joint party for us both after I told him my birthday was the following week.

The night of the party I drove Judy and I over to Goose's house. It was only about 1/4 mile. They lived in the same subdivision. There were about 20 kids there. A good mix of boys and girls. Some I knew, some I didn't. We had a good time. And I met his parents. They seemed really nice. Goose talked to Judy a lot, trying to get to know her better. I think she liked him, too. But Mom and Dad really didn't let her date at all yet. I told him this and he said he could bide his time until they let her. Goose's Dad's name is Wallace Arbogast, and his Mom is Grace. She's really pretty. When I first met her I thought she was the prettiest woman I had ever seen. She is in her late 30's, maybe 40. She must have been young when Goose was born. She has brown hair, and big, brown eyes. Her hair was in a ponytail. She was wearing tan slacks and a red blouse. Nothing provocative or anything but I thought she looked gorgeous. I noticed she had a really nice butt, even in those plain tan slacks. And it looked like she had a pretty decent rack up top. She had rose colored lipstick on and smelled delicious. In my eyes she was a total MILF. She tried to talk to me and welcome me to the neighborhood because Goose had told them that we were new here. And to wish me a happy birthday. She was really nice. I got all flustered and couldn't hardly talk. But I did watch her all evening as she served snacks and drinks and birthday cake. This was when I found out the story of Goose's nickname. Him and bunch of guys were at the park one day and for some reason one of the geese down at the river took a liking to him and followed him around all day. He's been known as Goose ever since.

CHAPTER 3

A couple of weeks later Goose invited some of us over to swim in their pool. Judy and I went. She wore her conservative 1 piece suit until we got there and then changed into her bikini, which Mom and Dad would not approve of. Again it was a good mix of guys and girls. His Mom was there but his Dad was playing golf. She had on a 1 piece suit and a wrap over it. She looked really, really good in her bathing suit. And I got a better look at her butt and her rack, and they were both even better than I had imagined when I saw her in regular clothes at the party. She mostly went back and forth getting snacks and drinks for the kids but laid in the sun when she had the opportunity. I couldn't keep my eyes off of her and I hoped she or no one else noticed me staring. Actually one time Judy told me to keep my eyes in my head and I got totally embarrassed.

We graduated from school, and had the summer free before going to the various colleges we were going to. Some of the guys were travelling, some were on vacation with their parents, some had part time jobs, but me and Goose were free. He asked me to come over one Saturday and help with a computer issue he was having as I am a bit of a computer geek. I rang the doorbell at 10 AM as planned and his Mom answered the door. She was wearing a bright yellow bikini. The top did not completely cover her tits and I saw a fair amount of tit flesh bulging out the top. She told me to come on in and I followed her to the kitchen, watching her buttcheeks wiggle as she walked. The bottom wasn't a thong type but it showed plenty of cheek. And I looked. Again her hair was in a ponytail. She said, "Mike had to run something down to his Dad at the golf course. A club or something he had forgotten. He should be back in 20 or 30 minutes. You're welcome to wait if you want. He told me you were coming."

"Yeah, I can wait. No problem."

"Sorry for my attire. I was just laying out by the pool and came in to get something to drink. You want something?"

"Yeah. Thanks. A Coke or something would be great."

She got me a Coke from the fridge, and I admired the view when she bent over to get it. "There you go. If you don't mind I'm going back out to get some sun. I don't get a lot of chances to just lay out and tan. Seems there's always something to do. You can come out with me if you want, or wait in Mike's room, or right here. Whatever you want to do."

"If you're sure you don't mind I'll join you at the pool. It's too pretty a day to stay inside."

"Sure. Come on." Again I watched as she walked out to the pool. She had a very nice wiggle when she walked. "Sit wherever you like." She laid on her back on her chaise lounge and put her sunglasses on. I sat on a chair at the table at the poolside where I had a good view of her. I told myself I was a pervert for sitting here ogling her like this, but it didn't deter me. I admired her barely concealed body as she laid there. I took in her tits, her bare belly, and her long, golden brown legs. She had a good tan. Even her feet looked good. They looked smooth and her toenails were painted red. She picked up a bottle of suntan lotion and started rubbing it on her legs and started talking to me. She asked about where we moved from, how I liked it here, what were my plans for college, and was I doing anything over the summer. I was a little flustered talking to her at first but I was surprised to find myself getting pretty comfortable. As we talked she applied the lotion to her legs, then her belly, then her shoulders and arms. I wished that it was me rubbing her all over like that. Then we heard a car pulling in the driveway. "Ah. I hear Mike's car in the driveway. You boys have fun doing whatever you're doing." As I got up to go meet Goose she turned over onto her front and I checked out her magnificent backside as I walked away. And realized that I had about half a boner.

Goose and I got his computer issue resolved in about 15 minutes. Nothing major. I stayed a little while and we drank Cokes and talked. Mostly about girls, but also about our upcoming moving away for college. Then I went home.

CHAPTER 4

I was at Goose's house again the next weekend. I went whenever I had the opportunity. Just to be around his Mom. I knew it was stupid but I was infatuated. We were sitting in the den playing video games. His Dad was out golfing again. His Mom was just putzing around the house doing this, that, and the other. She passed through the den frequently. Today she was wearing a pair of thin white shorts, which I absolutely love on a woman. I don't know what it is about white shorts but I think for whatever reason they look sexy as hell. They weren't booty shorts, but they showed her butt and legs off wonderfully. And being a thin material I could see she had red panties underneath. Her shirt was a tight fitting red tank top that showed a V of cleavage and molded to her tits quite nicely. Her curly brown hair hung loose around her shoulders today. She was barefoot. I couldn't concentrate on our game when she was in the room and quite frequently messed up. Goose went to the bathroom and his Mom was in the den dusting shelves. I was watching her. Then I heard, " Russ. Russ! Earth to Russ."

"Oh. Sorry. Yeah?"

Mrs. Arbogast said, "I called your name a few times. You were really spaced out there."

"I'm sorry. I was just thinking about something."

She looked at me with a sly, knowing grin. "Care to share what it was?"

"Nothing. Just stuff."

"Okay. I was going to ask how your sister's doing. I haven't seen her in a while."

"She's good. Spends most of her time at home now that school's out."

"Well tell her I said hi, and to come see me sometime. She's a sweet kid."

"I will." Goose came back then and we continued playing.

In a little while his phone rang. He said, "It's Kelly." Kelly is his girlfriend. "I need to talk to her. Do you mind?"

"No. Go ahead."

"I'll be a little while. You can keep playing if you want but I understand if you want to go."

"I'm good. Just do what you gotta do."

He went out on the patio to have some privacy. I went to the kitchen to get a Coke. Mrs. Arbogast was there cleaning out the cabinets. I asked if I could have a Coke and she said, "Of course. Help yourself." I got one and sat at the bar to drink it and watch her. I watched as she stretched to reach the top shelves and her shirt pulled up. She got a chair to stand on and climbed up on it.

"Whoa!" I said. "Let me hold that for you."

"Thank you. That's probably not the smartest way to do this, is it?"

"No. But it should be okay if I hold the chair for you." I went over and held the chair steady as she removed stuff from the cabinet, wiped it out, then put the stuff back. Her butt was right at eye level and I fantasized about taking a bite of it. I even stuck my tongue out and wagged it like I was licking her butt.

"Russ. Russ!"

"Yeah?"

"You're zoned out again. I'm done here. I need to get down now."

"Oh. Sorry." I took her hand to help her down. This was my first time touching her and it was electric.

"You sure seem to be zoned out a lot lately. What's up?"

"Nothing. Just some stuff on my mind."

"I see. Anything I can help with?"

"No, not really." I couldn't hardly tell her she was the stuff on my mind. "It looks like Goose is going to be a while. Can I help you here?"

"That's sweet. But you don't have to do that. Just go play your game or whatever."

"It's not that much fun to play alone. I'd be happy to help you."

"Well, okay. If you insist. It would be nice to get the rest of the top shelves while I've got somebody here to hold the chair. I guess if I was smart I'd go to the garage and get the stepladder, but it's so bulky. A chair seems so much simpler."

"I know what you mean. And I'll be happy to hold your chair." I thoroughly enjoyed having her butt in my face and a close up view of her legs while I held the chair and she cleaned. When she was done with the top shelves she said, "Thank you. I don't need the chair for the rest of them."

"Okay. What can I do to help?"

"Well, if you really want to help, you can take the stuff out of those cabinets so I can wipe them."

"Sure." I started taking stuff out of the cabinet beside the one she was cleaning. Occasionally we would bump hips. She wiped out the one I had emptied and started putting the stuff back in. She said it would be better if she put the stuff in so she could arrange it the way she wanted it. That made sense. She knelt at my feet and started working on the bottom cabinet there. I emptied the next cabinet, wiped it out, and stood up. When I looked down I could see a little ways into her top and see the tops of her boobs. I became self conscious because I knew if she looked up she would see that I was getting an erection. I squatted down to empty the bottom cabinet beside her. I watched her working and my eyes automatically went between her legs. Of course I didn't see anything because she was wearing shorts but still, it was exciting. Goose was on the phone with Kelly long enough that we finished cleaning all the cabinets. Then we sat down at the table to take a break. Mrs. Arbogast got up to get us a drink. Coke for me, sparkling water for her. She handed me mine and stood in front of me and opened hers and took a nice, long drink. I looked up and down her body as she stood there drinking.

"Russ!"

"Yeah?"

She smiled at me. "You're doing it again. Zoning out.""

"Sorry."

"It's okay." She leaned over and laid her hand on mine on my knee. She stayed leaned over that way as she said, "I think I know what's going on. And it's okay." Then she sat down and scooted her chair over closer to mine. She again laid her hand on mine on my knee. "I've seen you looking at me. I know you're a growing boy and at your age your thoughts are almost always about girls. That's normal. I'm flattered that your thoughts are about me. It makes me feel good that a young, handsome man is attracted to me. Well, maybe not attracted to, but thinks I'm pretty. Am I close?"

I was totally embarrassed. I thought I had been getting away with it. That she hadn't seen me looking at her. Now I knew I was wrong and I was humiliated. "Yes, ma'am. I'm sorry. I didn't think you saw me looking. I'm sorry. I know I shouldn't have stared, but I couldn't help myself. I think you're the most beautiful woman I've ever seen and I couldn't stop staring." I felt my face burning with embarrassment.

"It's okay Russ. Don't be embarrassed. Like I said, it's perfectly normal for young boys to think about girls. And I'll be honest with you. I enjoyed the attention. It's very flattering that a young man looks at me like that. But don't you think you should focus on someone your age?"

"Yeah. I know. It's not like I ever expected anything to happen or anything. I was just fantasizing. Oh shit! No! Not about that! I mean, I just thought you were pretty. And stuff. Shit. I mean shoot! Sorry."

"Russ. Russ. Slow down. It's okay. Take a breath. Don't worry about it. I know what you meant. Let me ask you something. And you don't have to tell me if you don't want to."

"Okay."

"Have you ever been with a girl? Sexually, I mean."

Again I was embarrassed as hell. But considering the situation I was in I figured the best way out was the truth. "No," I admitted. "I haven't. I've always been so backwards and shy that I haven't even ever had a real girlfriend."

"That explains why you look at me like that. You probably feel closer to me than other girls simply because you're here a lot and we've become good friends. Don't you think?"

"Yeah, probably. But I do think you're really, really pretty."

"Well thank you. And I don't mind if you look at me. Like I said, I enjoy it. But I am twice your age, and married. And it makes me kind of uncomfortable when you stare."

"I'm sorry. I guess I didn't realize how obvious it was."

"I know. It's okay."

Goose came back in then from his phone call and said he had to go to meet Kelly. I said that I should be getting home because Mom would have supper ready soon. When I stood up to go Mrs. Arbogast stood up and hugged me and said, "Thank you for helping. Come back again any time." I felt a stirring in my loins from the hug.

"Thanks, Mrs. Arbogast."

"That sounds so formal and makes me feel old. Maybe you could call me something else?"

"How about Mrs. A.?"

"Yeah. That's better."

CHAPTER 5

Me and Goose and some of the other guys were at Goose's house quite a lot. I tried to not be so obvious in my watching his mom. But I couldn't keep my eyes off of her. She was just so damned hot. And I swear it seemed like she was wearing more revealing clothes. Like shorts, halter tops, her bikini, tight jeans, short skirts, blouses tied just under her boobs, or with a couple of buttons undone. And she always made it a point to touch my arm or hand when she spoke to me. And there were several times she caught me staring at her. She would just smile. But one time she winked. Maybe it was my imagination, but it sure seemed like she was trying to tease me.

One day when it was just me and Goose there she was in the kitchen baking cookies. Goose said he was going to take a shower. I went to the kitchen to hang out with Mrs. A. I asked what she was doing and she said she was baking cookies for the fundraiser at the Y. I asked if I could help. She said, "Sure. If you want."

She mixed the dough and I put spoonfuls of it on a baking sheet. Goose came out and said he was going to meet up with Kelly. I said that I would stay and help his mom make cookies. He just rolled his eyes and shook his head. He knew I had the hots for her. We talked while we worked. She asked how things were going with the girls. I said, "Not good. I guess I'll never have a girlfriend. I just can't seem to talk to girls. And I don't know how to approach them."

"You do fine talking to me. Just do the same with them."

"I guess I feel comfortable talking to you. Because I know you. And we're friends. With them it's like I'm trying to get a date and I get too nervous. I know that's stupid."

"No. I get it. Just talk to them like a friend. That's how relationships start. As friends. Then sometimes they change into something more."

"Yeah. I know. But I just can't seem to do it."

"You will someday. You'll meet the right girl and things will just fall into place."

"How did you and Mr. A. meet?"

"We went to high school together. Dated while we were in school and got married shortly after graduation. We were madly in love. And the rest is history, as they say."

"That's a sweet story."

"Yeah, I guess."

"Can I ask you something?"

"Sure. I mean as long as it's not too personal."

"Well. I hear a lot of guys, and girls, too, talking about... you know... having sex. Is it normal for that to happen at our age?"

"Yeah. It seems like that's when most people start. Even though they shouldn't. Why?"

"Well. I haven't. And I feel like there's something wrong with me."

"There's nothing wrong with you. Not everybody starts that young. Just most. Isn't this something you should talk to your dad about?"

"I tried. He's not much on talking. Especially about things like sex. I mean, I know all about the birds and the bees. They teach that in school. And guys talk. And of course I've looked at magazines. I just don't have any first hand experience, and I'm kinda scared that when it does happen I won't do it right."

"Oh. Well, I assure you you will do it right. It just comes natural. The first time is usually awkward, but after that it gets easier."

We were silent for a little bit. Both a little uncomfortable with the topic, I guess. Then I said, "Thanks for talking to me."

"Sure. Any time." After another period of silence she said, "You said you haven't had sex. How far have you gone with a girl? Petting? First base?"

"I'm ashamed to admit that I haven't done anything."

"Beyond kissing, you mean?"

"Not even that."

"You've never kissed a girl?"

"No. I told you there's something wrong with me."

"There's nothing wrong with you. Some people just develop a little later than others."

"That's what Mom said. But I feel so different. Like I ain't like everybody else."

After a short period of silence again she said, "Russ. Maybe I can help you a little."

"What do you mean?"

"I will instruct you a little. In how to talk to girls. If you want."

"Hell yeah! Sorry. I mean please."

"That's okay. Just talk to them like you talk to me. Not about the sex stuff. Ask them about school. What their plans are for after school. What they want to do. What they're studying. Ask about siblings. What their parents do. What are their hobbies. What kind of music they like. Compliment them on their clothes and the way they wear their hair. Just don't tell them they're the most beautiful creature on the earth or that type of thing. Keep it casual. That type of stuff is saved for later after you're in a relationship. You know, just get to know them. A little at a time. If you show an interest in their life they are more likely to respond favorably."

"Okay. That all makes sense. I'll try. Thank you Mrs. A."

"My pleasure."

CHAPTER 6

I did try to talk to a few girls at the mall and at the pizza place where a lot of kids hang out. I felt very uncomfortable but it actually worked. I made a couple of new friends. I even got a date for that weekend.

I went over to tell Mrs. A. about it the next day because I was so excited. It was a Tuesday and Goose was at his guitar lesson. We sat on the sofa in her living room. I told her all about it and she seemed genuinely happy for me. She hugged me and said, "That's great. You're on your way."

"Yeah. It is. But I'm pretty nervous about it. It's my first date. And I don't know what to do."

"It'll be fine. Just continue to talk to her. Show an interest in her and her life."

"Yeah. But what about if she wants to kiss. Or when I take her home. You're supposed to kiss her then, I hear. And I don't know how."

"Oh heck. That comes natural. Once your lips touch it's automatic."

"Maybe. But I hear girls sometimes say things about certain guys. That they're good kissers. Or the opposite. That so and so is cute but he's a lousy kisser. Or he's sloppy. I don't want to be that guy."

"You'll be fine. Stop worrying about it."

"I can't. I'm terrified."

"Alright. Come here. Let's see what you got." She held out her arms and wiggled her fingers in a come here gesture.

"You mean... kiss you!?"

"Yeah. To show you that it's easy."

"Okay." I slid over next to her and leaned towards her.

"Wait," she said. "You can't tell anybody about this."

"I won't. You know me. I don't talk much."

"Okay then. Show me how you'd kiss a girl."

She closed her eyes and puckered her lips. I leaned over and pecked her on the lips. She said, "That's okay if you're kissing your grandma. Now try it and don't pull away so quick." She closed her eyes and puckered up again. I put my lips on hers again and stayed there for a few seconds. This time she said, "Okay. Well, it looks like you might need a little work. Tell you what. This time I'm going to kiss you. Just to show you how. But don't expect the girl to initiate the kiss. You have to do it. So after I show you it'll be your turn to try it. Okay?"

"Okay." She put her lips on mine and kissed me several times in succession. Then she locked her lips on mine and kind of sucked a little bit, and moved her head around a little. Then she put her hand behind my head and moved her fingers around in my hair and held my lips against hers. I really liked it. Then she pulled back.

"So. What did you think?"

I know my eyes were as big as saucers. "That was fucking awesome. Shit. Sorry. I mean, that was a whole lot better."

She laughed. "Okay. Now, you try it." I was more than willing. This was a dream come true, to be able to kiss this MILF I had been lusting after for a few months. Even if I didn't know what I was doing. I leaned in and put my lips against hers. I kissed her several times just as she had done before. Then I locked my lips on hers and put my hand in her hair on the back of her head. I moved my head around a little, mimicking what she had done. Then I pulled back. I was aware that my dick was hardening and hoped it went down before we stood up and she saw it.

"Much better," she said. "You're a fast learner. I told you it would come natural. Now, in case things go well and you two start making out, you need to do it a little different. After you kiss her lips you need to kiss her face, and her neck, maybe her ear, and her nose. You know, just all over. Want to try it?"

I almost said, "Fuck yeah!". But I caught myself and said, "Okay."

"Alright, then. Show me."

I kissed her lips again for a minute. Then I moved my lips around to her cheek. I kissed there, then down to her neck. She tilted her head to give me room. I kissed her neck several times then moved up and kissed her ear. She must have liked that because I heard her sigh. Then I kissed around to her nose and up to her forehead. "How was that? Did I do it right?"

She gave me a great big smile and said, "I think you're ready for the big leagues."

"Really? I did good?"

"You did real good. But there's one more thing. Do you know what french kissing is?"

"No. Not really. I think it's got something to do with using the tongue, but I'm not sure."

"Yes. That's right. It's kissing with the tongue. Each of you sticks your tongue in your partner's mouth and you kind of let them interact together. Want me to show you?"

I eagerly nodded my head. She leaned towards me and I met her halfway. Our lips met and we kissed just like before. After a few seconds I felt her tongue against my lips and it felt amazing. I let my lips part and her tongue entered my mouth and moved around. And that felt even more amazing. Then I touched my tongue to hers. She started moving hers around and I did the same. It's like they were wrestling or dancing with each other. I could feel my cock in my jeans growing harder than it had ever been before. I had my hand on the back of her head in her hair and hers was on the back of mine. We kissed like this for probably 2 minutes. She started pulling away and I tried to hold her there. I didn't ever want to stop. She put her hands against my chest and pushed me away. "Whoa. Slow down there, Tiger. You really liked that didn't you?''

"Yeah. I did. That was freaking awesome. I never knew kissing could be so good."

"Oh yeah. It can be. And with the right partner it's even better than that."

"Wow! Can we practice some more?"

"No. I think you've got the gist of it. Now it's up to you to find a girl to kiss. And don't worry, you're a good kisser."

"Thanks Mrs. A." I had to find an excuse to sit there for a few minutes until my hard-on went away.

CHAPTER 7

I went on my date with Teresa that Friday night. We went to Applebee's for a meal then to a movie. I never tried to kiss her until I dropped her off at home. I was too shy. But when I walked her to her door I could tell by her body language that she expected, maybe even wanted, a kiss. I leaned in and pecked her on the lips. When she didn't immediately pull back I kissed her again, holding it longer this time. I felt her arms come up and go around my back, so I did the same. I tentatively touched her lips with my tongue to gauge her reaction. Her lips parted and I stuck my tongue into her mouth. She didn't use her tongue like Mrs. A. did. She just let me explore the inside of her mouth with mine, which was fine. I enjoyed doing that. Then she pulled back. She looked up at me and said, "That was nice. I really enjoyed this evening. Call me?"

"Yes. Definitely. Tomorrow?"

"Yeah. That's fine. Good night."

"Good night."

CHAPTER 8

I couldn't wait to tell Mrs. A about my first date. I wanted to tell Goose and the other guys but I didn't want them to know it was my first date. I did tell them I had an awesome date with an awesome girl but I didn't tell them it was my first one. But Mrs. A. had become kind of my confidante as well as my teacher.

So I went over to her house the next day, Saturday. Her husband was in the garage working on something or other. Goose was there but I told him I had something I needed to talk to his mom about. He stayed in his room and said to come on up when I was done.

We sat on the couch and I started telling her all about it. Goose came down and said he had to go. He didn't say why. I was all excited and gushing telling her about my date and the kissing. I told her I had talked to Teresa this morning and we were going to go out again this evening. Then I said, "Thank you for giving me the confidence to do this. And for teaching me to kiss. I never would have had the courage to do it if it weren't for you." She said, "Oh. It was nothing. You just needed a little kickstart."

Then she hugged me and I hugged her back. Then I tried to kiss her. She quickly pulled away. I said, "I just thought maybe a little more practice. You know. Before my date tonight?"

"I don't think so, Mister. You're perfectly ready for your date tonight." Then her husband came in and said he had to run to the parts store to get something for the car.

I stayed and talked to Mrs. A. some more. And ogled her some more. Just because I had a girlfriend now didn't mean I didn't still lust after Mrs. A. Today she was wearing a pair of black spandex pants. The kind that fit so tight you can see every curve and detail. Her top was a white pullover, the kind that leaves her shoulders bare and is held up by elastic around the top above her breasts. She was barefooted and her curly brown hair hung loose around her shoulders. She looked really, really good. She was dressed like she was going out, but she wasn't. She just always dresses nice. We talked about my upcoming date and where we were going and what we were going to do.

She said, "It sounds like this girl really likes you. And you like her."

"Yeah. I think so."

"Good. I hope it works out for you. But there is one little thing that concerns me."

That scared me. "What?"

"Well. This girl is probably more experienced than you. If she wants to take things to the next level, shall we say, are you prepared for that?"

"I don't know what you mean. Do I have a condom? Is that what you're asking? Because I don't."

"That's not exactly what I meant, but I would suggest getting one. Just in case. What I meant was since you had not even kissed a girl before, are you ready for the next step? Petting and touching?"

"Oh, I'm ready. I don't know what to do. But I'm anxious to do it."

"That's what I mean. You don't know what to do."

"Oh. Is that a problem?"

"It can be. If you just fumble and grope and don't know what you're doing it doesn't feel good and she'll make you stop."

"Oh. I didn't think about that. I guess I just assumed it felt as good to the girl as it does to the guy."

"It does. If you do it right. But you can't just grope and squeeze and fumble around."

"Shit. I mean shoot."

"Alright. I'll show you a little bit. But remember. You can tell no one. Promise?"

"I promise."

"Okay. If we're going to do this you also have to promise to behave. Stop when I tell you to stop. Okay?"

"Okay. I promise."

"Alright. Let's start by kissing. Like we did the other night." I was all for that. I leaned over and started kissing her like she had showed me. After a couple of minutes she pulled back and said, "Okay. Good. Now the next thing to do is to use your hands. You already got one on the back of her head. You can slide it down onto her back and just rub up and down a little bit. Want to try?"

"Yeah." We kissed again and I slid my hand onto her back and rubbed up and down like she said.

Without pulling completely apart she pulled her mouth away from mine and said, "Now. If you're getting signals from her that what you're doing is good, then you want to go a little further. Maybe bring your hand around and up to her breasts. Slowly. Don't just grab it. Touch one of her breasts lightly with your finger tips. To see if she likes it and it's okay to do it. If she lets you do that then you can squeeze it a little. But gently. Got it?"

"I think so."

"Good."She put her lips back on mine and resumed kissing. I didn't know if she wanted me to do what she said or not. I rubbed her back like I had been doing and decided to see if she wanted to do what she said. So I brought my hand around to her side and slid it upwards. Then I brought it around to her front and very tentatively and softly touched her tit through her shirt. She didn't stop me or slap me so I figured she did want me to try it. I ran my finger tips lightly all over her breast. I wanted to grab it and squeeze it but that's what she told me not to do. So I just continued lightly touching. I raised my hand a little more and felt bare skin under my fingers. I knew I was above her shirt. I didn't know if that was alright but she didn't tell me to stop. I was aware of a raging hard-on in my pants. I kissed all over her face, neck, forehead, ear, nose and shoulders as she had taught me as I felt her breast. After a couple of minutes she stopped kissing and pulled back.

"That was very good, Russ. You're a good student. Now. The next step, if she lets you do that, is to try to slide your hand up under her shirt. And if that works then you might be able to get her shirt off. Got it?"

"Yeah, I think so."

She started kissing again. I did everything she had told me up to this point. Then I slid my hand down to her waist and worked it under the hem of her shirt. When I touched her bare belly skin she took in a deep breath and sighed when she let it out. When she didn't stop me I figured that was the signal that it was okay. So I slid my hand up. Then I felt her bra under my fingers. I lightly rubbed her breasts through her bra for a minute then gently squeezed it as she had instructed. I loved it. I was in heaven. Then she said, "If she's letting you do that then it means it might be okay to take her shirt off. But don't push it if she stops you at that point. And she might."

"Okay." I put both of my hands on the hem of her shirt and started pulling it up. She didn't stop me. As I got it up she raised her arms above her head so I could pull it off. 'Holy shit', I thought. 'I've got Mrs. A sitting her with her shirt off. And her tits look amazing in a white bra.' I reached out and squeezed her boobs, but gently. She watched me.

"Let me ask you. Have you ever seen a woman's breasts? I mean, in real life, not in a magazine."

"I wish. No. I haven't."

"Okay. If she lets you get her shirt off then the next thing is her bra. I assume you've never unhooked one?" When I shook my head she continued. "Okay. Some of them can be a little tricky until you've learned. The one I'm wearing is the most common and it's pretty simple. What you need to do is reach around behind me and take each side of my bra straps in your fingers. It's a clasp that just slides together like at the top of some of your jeans probably. You know what I'm talking about?" When I said I did she went on. "Okay. You just pull the two sides together and unhook it. Can you do that?"

"I think so."

"Okay. You might want to be kissing her while you do that." So I leaned in and started kissing her again. I brought my hands up to the clasp of her bra and unhooked it very easily by doing what she said. "Very good. You did that expertly." She was holding her bra to her chest with her hands.

She held it there keeping her breasts covered for a moment, contemplating if she should do this or not, I guess. I was more turned on than I had ever been in my life. "You won't tell?", she asked.

"I promise. Not a soul."

She slowly let her hands and her bra fall away from her chest. I saw my first set of real tits. They were spectacular. Out towards the ends of them they were whiter than the rest of her, where they didn't get any sun. I had seen a lot of pictures but hers were way prettier than those. I knew from the pictures and from reading that the brown areas at the tips were areolas with the nipples in the middle. It was all I could do to not reach out and grab them. But she had warned me against that earlier. So I just stared. I expect my mouth was hanging open. She asked, "Do you like them?"

"I love them. They're beautiful. Even better than I dreamed. Not that I dreamed about them. Oh shit. I ain't fooling anybody. I did dream about them."

She laughed. "See right here?", indicating the nipples. "These are the nipples. They are the most sensitive part of a woman's breasts. They get hard when she is excited. As you can see mine are hard now. That's from when you were touching them. And also from my showing them to you. That's pretty erotic, too. If you see or feel a woman's nipples getting hard you know you're doing something right. Unless it's just cold. That'll do it, too. The dark area around the nipples are areolas." I knew all of this but I didn't tell her. I wanted the lesson to continue. And it seemed like she liked being the teacher. "So. If you're making out with your girlfriend and are feeling her breasts, if you feel her nipples get hard it's usually a signal that you can continue."

"Can I touch them?" I reached forward a little to see if she said no.

"I don't know. This is more of a show and tell. But, I guess you did touch them a while ago. Through my shirt and bra. So, okay, but only to learn. Okay?"

I nodded. She watched as I slowly brought both of my hands up to touch her bare breasts. I ran my fingers over them as I had done earlier through her shirt. She took a deep breath and pushed her chest forwards a little. "Remember, the nipples are the most sensitive area."

I looked at her face then back to her tits. I slid my fingers onto her nipples and she gasped and sat up straighter. It seemed like they got even harder than they were before. I ran my fingers in a circle around them. "Pinch them a little. Gently, and roll them between your fingers," she said. I did. I took them between my thumbs and forefingers and rolled them around, making her gasp again and moan." I looked at her face. Her eyes were closed and her head was laid back. It sounded like her breathing was a little erratic. It looked like she was enjoying what I was doing. I know I was.

Then she raised her head and opened her eyes. "Okay," she said. "That's enough. I think you know what to do now." She put her bra and shirt back on. "Remember, now. Not a word."

"I promise."

We heard Mr. A's car pulling into the garage then. She quickly put her bra and shirt back on. I said, "Thank you. That was incredible." Then I left and went home.

CHAPTER 9

Teresa and I went to Pizza Hut for dinner. Then to the park where they were having an outdoor concert. We held hands and had a great time. We sat in my car and talked a while when I took her home. Then we started kissing. I did everything Mrs. A. had taught me. Teresa seemed to be getting into it so I tried to feel her tits. She let me. They weren't nowhere near as big as Mrs. A's but they were nice. I felt them over her shirt for a few minutes then put my hand under her shirt. She tensed up and grabbed my hand when I grasped her bra covered breast. "I'm not ready for that yet, Russ. I'm sorry."

"It's okay. I'm sorry if I rushed you."

"It's okay. I just want to go a little slower."

We kissed some more then I walked her to the door and went home.

I went over to Goose's house the next day. I say Goose's house but I was really going to see Mrs. A. I hoped I could catch her alone. When I rang the doorbell Mr. A. answered. He said Mike wasn't there. That he had gone to Kelly's. I said, "That's okay. I really wanted to talk to Mrs. A. She's been helping me with something and I had a question." He told me to come on in, that she was out back at the pool. They had been sitting out by the pool. Not swimming, just relaxing and having a drink. I followed him out. He said to his wife, "Mike's friend Russ is here. He says you've been helping him with something and he has a question."

"Oh. Hi Russ. Have a seat. Yeah. He's having some issues meeting girls and I've been giving him some pointers. I figured it was better me than his friends. You know how kids his and Mike's age are. They would probably give him bad advice. Or make fun of him. I hope you don't mind me telling him that, Russ."

"No. It's okay."

Mr. A. said, "Well, I'll give you two some privacy then. I think I might run down to the pro shop and take a look at a new set of clubs. Do you mind, Sweetie?"

"No. That's fine. I know you've been talking about getting some new ones for a while. Go on and get them if you want. I'm fine with it." He pecked her on the lips and said, "Thanks. I won't be long. Love you."

"Take your time. Love you, too." He left and Mrs. A. and I started talking. I told her all about my date. Where we went, what we did. But what I really wanted to tell her was how I got my hand under Teresa's shirt, but she stopped me before I could get her bra off. "Hey. That's great. I know you don't think so, but that's a good sign. The fact that she let you get that far is a sign that she likes you and that she is willing to do more. Just not yet."

"Oh. Okay. I was afraid that she was saying it was never going to happen. I don't know how to read these things."

"I know. You'll learn as you go. I need another drink. Want to come in while I get one?"

"Sure."

I watched her as she mixed a drink. She looked real nice in a pair of cut-off jeans shorts. They were cut off right at the bottoms of her butt cheeks. She had on a white button up blouse with a couple of the top buttons undone. It wasn't tucked in and partially covered her butt. She asked if I wanted anything. I took a Coke. She said, "Let's just stay in here. It's just too bloody hot out there." We sat on the couch and talked some more.

"Okay," she said."Tell me all about it. Every detail."

I told her how we kissed and made out for a while. And how I felt her boobs over her shirt for a little bit while kissing her neck and all over her face and stuff just like she had taught me. And that it worked good. But then when I got my hand under her shirt and up to her boobs she stopped me and said she wasn't ready for that yet.

"Don't worry. That's good progress. First base on the second date? That's good. It won't be long. I don't know why I'm telling you all this. And teaching you to seduce a girl. Who knows? Maybe I'm trying to live vicariously through you. But I think I just want you to do it the right way, not the way I hear some girls talking about. And I also don't want you out there getting anybody pregnant." I had wondered too why she was teaching me these things. I had started thinking that maybe her sex life wasn't all that great and she was getting her thrills from me. Which was fine. But I wasn't going to ask.

"All I know is that I'm really grateful to you for helping me. You were right when you told Mr. A. that it wasn't a good idea to talk to my friends about it. They would definitely make fun of me for never having even kissed a girl."

"Yeah. That and they would try to tell you how to 'get in her pants,' she said and made air quotes. "That's so gross. Sex should be a beautiful thing, not just a free for all. I'm glad you came to me for help."

"Me too."

"Good. Now, do you want to learn a little more?"

"Yeah. Definitely."

"Okay. Let's see if you remember what I've taught you so far. Let's pretend I'm your girlfriend. You can call me Grace instead of Mrs. A. Let's say we just got in from a date and we're sitting on the couch just like this."

"Okay." I slid over next to her. I put my arms around her and kissed her cheek. She turned her head and I kissed her lips. A few quick soft pecks. Then I kissed her harder and longer and put my hand in her hair to hold her lips to mine. Her hair hung loose today. I put my tongue against her lips and she parted them. Our tongues met and danced with each other. I pressed my lips tighter to hers and pushed my tongue farther into her mouth and let it explore the inside of her mouth. She put her arms around my neck and held me tight as we kissed. I started rubbing my hand up and down her back and I heard her moan a little bit. I pulled my lips away from hers and started kissing all over her face, neck, throat, and ear. She tilted her head to give me more room. I smelled her hair and her perfume, and it excited me. I don't know why but when I was kissing her ear I stuck my tongue into it. She had never told me to do that but it seemed like a good idea. And it was. She really liked it. She took in a really deep breath and moaned louder than before. Then I locked my lips onto hers again and brought a hand up to her breasts. She kind of pushed her chest towards me as I gently squeezed and massaged first one then the other. While I was doing that she rubbed my back and ran her hands through my hair.

She pulled her lips away to say, "You're doing really well. Keep it up." Then resumed kissing. Since she was wearing a button-up blouse and the top buttons were already undone I didn't go up under her shirt. I slid my hand in the opening at the top. I rubbed my fingers over the bare skin of her chest above her tits for a minute, then eased my fingers down to the upper swells of her breasts above the bra. The skin there is so much softer. It felt amazing under my fingertips. Then I slid my hand in farther and cupped a breast in my hand. She pushed her chest against my hand like she did before and moaned against my mouth on hers. After a minute of squeezing her tits I pulled back, withdrew my hand and started unbuttoning the rest of her buttons. She watched me as I undid the remaining 4. I pulled her blouse open and gazed at her bra covered tits.

"God! You're so beautiful," I said.

"Shhh. What did I tell you about that?"

"Oh. Sorry. But you are."

"Thank you. Now shut up."

Still looking at her I slid her shirt back off of her shoulders. She worked her arms out of it and sat there in a very sexy aqua colored bra with black trim around the edges. I leaned in and kissed her again and put my hands on her breasts to fondle them. She said, "Women like it if you kiss downwards onto their chest." So I did. I kissed her chin, her neck and throat, and on down to her chest. I reached behind her to unhook her bra. She said, "Hunh uh. This one is different. It hooks in the front. But wait. Before you do that. Maybe we should go somewhere else. To my bedroom. Just in case one of the guys comes back. I can always tell them you were helping me with something up there." She got up, grabbed her shirt, and led the way up the stairs to her bedroom. I walked behind watching her butt wiggle as she went up the stairs. When we got into her bedroom and shut the door she turned towards me and said, "Okay. Where were we?"

I reached for the front of her bra. She said, "It works pretty much just like the other one. It's just in the front is all." I grasped the two sides and unhooked the hook and pulled the cups away from her tits. I could see that her nipples were hard. And so was my dick. I reached for her tits with my hands and felt them. She took my head in her hands and urged me to lean over and kiss her chest as she had said. I kissed all around above her tits while I fondled them. Then she pushed my head down farther so I could kiss her boobs. And I did so willingly. She let me kiss them for a minute or so then she held one of her tits in her hand and guided my lips to her nipple. "Suck on it," she said. "Start gently, then a little harder. But not too rough."

I took the nipple between my lips and sucked on it. "Is this right?'

"Oh yeah. Perfect."

I sucked on her nipple and felt it harden even more between my lips. I felt the other one with my hand. Then I switched. She held my head in her hands and ran her fingers through my hair while I sucked her titties. I thought it was the most incredible thing I had ever experienced.

After a couple of minutes she pulled my head up away from her breasts, much to my chagrin. I didn't want to stop. She put her hands on either side of my face, kissed me, then said, "You are doing wonderfully. An A+ student. Are you ready for the next step?"

I almost blurted out 'FUCK YEAH!' but I caught myself and said, "Yeah. Please show me what to do."

"Okay. You can do this while kissing her, or while sucking her breasts like you were doing. Whatever the situation calls for. Okay?" I nodded my head anxiously. "So. While kissing her or sucking her breasts you slide your hand down her back to her butt. Or ass. Whatever you like to call it. Just feel it a little bit. Softly. Gently. Then cup it in your hand and squeeze and massage it. Women like that. Wanna try?"

"Oh yeah." I went for the titties again. I took a hard nipple between my lips and sucked on it and fondled the other one with my hand. I put my other hand on her back and slid it down to her butt. I did as she said and rubbed my hand around on her cheeks for a minute then I cupped it in my hand and squeezed. It felt really soft but firm, if that makes sense. I couldn't decide if I liked her ass or her tits better. I hear guys say they are an ass man, or a leg man, or a tit man. I hadn't decided yet at this point but I knew I liked them all.

I heard Grace say "Oh God. That feels good. Keep it up. You're doing really, really well. Maybe run your hands up and down my legs a little, too. Us girls like that, too." I slid my hand down onto her leg and rubbed up and down. I knew her legs looked amazing and now I knew they felt just as amazing. So soft and smooth, like silk. She stood there moaning and sighing and telling me how good it felt for a few minutes. Then she said, "Oh shit! I hear a car." She quickly put her bra and shirt back on and I untucked my shirt so it could hopefully hide my erection and we went downstairs. Just as we got to the bottom of the steps Goose came in the front door.

"Hey, Goose," I said.

"Hey, Russ. What's up?"

"Nothin' much. Just helping your mom with something."

Mrs. A. said, "Thank you, Russ. You're very helpful. I'll see you later."

I went home and didn't go back out that night. I laid in bed thinking about all that had happened with Goose's mom. The things she had taught me and let me do. I wondered why she was doing all of that. I said earlier that I had thought maybe her sex life wasn't good. But if that was the case she is pretty enough that she wouldn't have any problem getting laid any time she wanted. But maybe she was afraid to do that and just thought maybe she could just play around with me a little bit and not go all the way. I had no idea why she was doing it but I knew I was going to enjoy it as long as it lasted.

CHAPTER 10

I didn't get a chance to go to Grace's house again for a couple of days. Dad had a few things he wanted me to do and Mom wanted to spend some time together because I would be leaving for college in another 2 weeks. And I hung out with Teresa a little bit in the evenings. So Thursday about lunchtime my phone rang. It was Mrs. A. "Hello," I answered.

"Hi Russ. I haven't heard from you for a little while, and that's unusual. Is everything okay?

"Yeah. Sorry Mrs. A. I just been busy helping Dad and spending time with Mom before I have to leave. And going over to see Teresa."

"Oh. That's good. And I told you to call me Grace."

"Oh. I thought that was just for that one day."

"No. All the time. So. Are you busy now?"

"No. Why?"

"Nothing really. It's just that everybody's gone and I'm here all alone. And I need help with something and wondered if maybe you'd be willing to do it."

"Sure. If I can. What is it?"

"Not much. I just got a couple of boxes of stuff I want to put up in the attic and I can't carry it up the ladder. If you don't mind. I guess it could wait until Wallace or Mike gets home, but they're sitting right in my way."

"Sure. Give me about half an hour?"

"Of course. Don't rush."

I went over in a half hour as promised. Grace answered the door and said, "Thanks for coming. I hope I didn't bother you."

"No. Not at all. I wasn't doing anything."

"Can I get you something to drink?"

"Yeah. A coke would be nice." I checked her out as she went to the kitchen and got me a Coke. She was wearing a skirt today. A loose fitting, pleated style. Pretty short, but not a miniskirt. It was white with blue, green, yellow, and red balloons on it. And a blue pullover shirt that hugged her tits. She also wore hose or pantyhose and white low heeled shoes. And her hair was down. She looked really good, as always. "You look nice. Are you getting ready to go out?"

"Thank you. And no. Actually I just got in from taking a few things to the Goodwill. I cleaned out some closets and got rid of some stuff and put some in boxes to go up in the attic. And now they're sitting there in my way. Thanks for coming over to help."

"No problem. It's the least I can do after all the help you gave me. Speaking of which. I wanted to ask you. Why did you go out of your way to teach me that stuff? I mean, it just seems like a lot to do for somebody you hardly know."

"Well. I don't know if you know it or not, but I used to be a teacher. Not like I was teaching you, but a regular school teacher. Geography and History."

"No. I didn't know that."

"Yeah. I always loved it. And sometimes I wish I was still doing it. So I guess when the opportunity arose to teach you I was delighted. Granted, it was a little out of the ordinary, but I didn't want you out there fumbling around and struggling to get a girlfriend. I thought it would be better to teach you the proper way and save you some grief. And I know you said your dad was no help. And you're new here and don't have any really close friends to help. So, I saw an opportunity to help and took it. I hope it did help."

"Oh yeah. Tremendously." I knew her story was all bullshit, except maybe about her being a teacher before. That might be true. I think she liked the attention I gave her that she wasn't getting from her husband. The guy must be an idiot. Or maybe she liked being in charge and telling me what to do, like in the BDSM stories I have read. I don't know. But I had been thinking and had decided that I was going to try to fuck her.

After I finished my Coke I asked, "So. Where's these boxes?"

"In the bedroom upstairs. Come on, I'll show you. And thanks for coming over to move them. I should have just waited until this evening."

"It's okay. I don't mind."

She showed me the boxes and I carried them out to the hall where she showed me the entrance to the attic. She pulled the fold up ladder down and said, "Let me go up and see where there's room to put them."

She climbed up the ladder and I stood watching her ass and legs. She stopped at the top with one leg a rung higher than the other, giving me a clear view up to her dark blue panties. I saw that she was wearing stockings rather than pantyhose. She was looking around. "Wow," she said. "There's a lot of stuff up here. I didn't realize how much junk we've accumulated. I might have to get Wallace up here to make room."

"Certainly there's room for 2 boxes."

"Well. Yeah. We could just scoot some stuff over and sit them right here at the entrance. Then Wallace can move them later." I was glad she had stood there looking around and talking, giving me the opportunity to gaze up at her legs, ass, and panty covered crotch. Intentional? I don't know. I put my hands on her legs and steadied her as she backed down the ladder and I let them slide up as she came down pushing her skirt up. But I removed them before they got to her hips. "Thank you," she said. I carried the boxes to the top and set them just to the side of the entryway. Then I came down, folded up the ladder and closed the door.

"Thank you so much for doing that."

"No problem."

"It's dusty up there. I need something to drink. My throat's dry. You want another Coke or something?''

"Yeah. It was dusty up there. I could use a drink. Thanks."

We went to the kitchen and got drinks and sat down. She asked how things were going with Teresa. I told her. "Very well. I've seen her several times now, and it seems to be going well."

"So? Have you gone any farther with her yet? Not that it's any of my business. And tell me if it's not."

"No. It's fine. Actually, it is kind of your business. You're the one teaching me what to do. You have a right to know if it's working. And it is. I mean, we haven't... you know... slept together yet. But she let me take her shirt and bra off and fondle her breasts and suck her nipples."

"Excellent. Good for you. Anything else?"

"No. I tried once to get my hand in her pants, but she stopped me. And I wasn't sure what to do if I did anyway. I mean, I've never done that and I'm not sure what I'm supposed to do."

"I guess not. We didn't cover that, did we?"

"No. We didn't. She did let me rub her butt, through her pants, like we did. But when I tried to go inside she stopped me. Can you tell me what to do? Because I think next time she'll probably let me go farther."

"I guess. Sure. We've got a little time before anybody comes home. I assume you know all about a woman's sex organ. From sex ed at school at least?"

"Yeah. I just don't how to arouse a woman and get her ready to.. you know... do it."

"Okay. Well, your hands are usually the first thing to start."

"Wait. Can we go through the whole thing? You know, starting with the kissing and touching and stuff. I think it will do me more good that way. You know? Go through the whole process."

"Sure. If you want. If that works better for you."

"It seems like that's all part of it. You know? Getting her excited and ready."

"You are absolutely right. I don't why I didn't think about that. I just jumped right to it, didn't I?"

"That's okay."

We were sitting on barstools at the counter. I got up and stood beside her. I reached up and touched her hair. "You look really pretty today."

She smiled, "Thank you."

I leaned in and kissed her forehead, then her nose, then her cheek. Then I put my lips on hers and gave her a series of quick kisses. Then I put my hand on the back of her head and held her lips to mine and gave her a passionate kiss. When I touched her lips with my tongue she opened her mouth and allowed me to push my tongue between her lips. She started using her tongue to tango with mine. I ran my hands up and down her back and continued kissing her. I removed my lips from hers and moved them to her neck. I started planting a series of kisses all over her neck. "You've learned well," she said.

"I had a good teacher." I moved up and nibbled on her earlobe and she tilted her head and moaned. I stuck my tongue into her ear and teased her with it and she giggled. I moved back around to kiss her lips and let my hand wander to her breasts. I rubbed them a little outside of her shirt and cupped each one in my hand to gently squeeze and fondle first one, then the other. I moved my lips down to her throat, then lower to the skin of her upper chest that showed above her shirt. I kissed and licked the skin there for a few seconds then went lower to the bodice of her shirt and ran my tongue along the edge of it. As I was doing that I grasped the hem of her shirt with my hands and started pulling it up. I pulled it up over her tits and saw her dark blue lacy bra. She raised her arms as I continued pulling her shirt up and I removed it from her. I walked around behind her and pushed her hair aside and kissed the back of her neck. She tilted her head down and reached back to hold her hair out of the way while I kissed her there. I continued to kiss all over her neck, shoulders, and upper back. I breathed in the scent of her. She smelled vaguely of roses. I reached around and cupped her breasts in my hands. I softly squeezed them and fondled them through her bra.

She sighed heavily and asked, "Are you sure you've never done this? Because you're quite good at it. Did you lie to me?''

"No. I didn't lie. I've never done this. I guess it's like you said, it comes natural. And you DID teach me to go slow, and be gentle, and soft. I'm just following directions." I had watched quite a few porn videos lately and read a few stories to learn more about how to get a woman excited, and they had been helpful. But she didn't need to know that.

"Well, you seem to have picked up a couple more moves since I taught you."

"From being with Teresa, I guess." While I was kissing her neck and shoulders I reached for the clasp of her bra. I got it undone easily and let it hang loose. I moved my hands around front, under her bra and cupped her spectacular tits in my hands. I gently squeezed them a few times then lightly moved my fingertips all over them, paying particular attention to her very hard, protruding nipples. I then slid the straps of her bra down her arms and removed it from her body. I came around to her side and leaned in to kiss her lips. I fondled her breasts as I kissed her. Then I started kissing downwards. Over her chin, down her neck, onto her upper chest, and finally her big, gorgeous breasts. I kissed all over them, making them wet with saliva.

When I took a hard nipple into my mouth she cried out, "Ohh!" As I continued to fondle, lick, kiss, and massage her breasts she moaned, sighed, gasped, and pushed her breasts forward towards my loving lips. When I gently bit down on a nipple she screamed, not real loud, "Oh God." She clutched my head to her chest and urged me to continue. It seemed she likes having her breasts kissed and nipples sucked. I moved one of my hands down to her lap. I held it still there for a few moments and continued to love her breasts. Then I moved my hand down to the nylon covered skin of her leg below the hem of her skirt. I started slowly moving my fingers over her leg. After about a minute I raised my head and looked at her face. Her head was laid back and her eyes were closed and she had a big smile on her face. She must have sensed that I was looking at her because she raised her head and opened her eyes and looked at me. Her smile got bigger. I locked my lips to hers again and kissed her passionately, all the while sliding my hand up her leg, pushing her dress along with it. I slid my hand onto the ultra soft skin of her inner thigh and her legs parted. I slid it up until I felt the material of her panties against my fingers.

Then she clamped her legs together, grabbed my hand and pulled it from under her dress. I knew I was a dead man. I had gone too far. She stood up. She said, "Not here. Nobody should be coming, but I don't want to take any chances." She picked up her shirt and bra and grabbed my hand and led me up the stairs to her bedroom. "I guess this brings us to your next lesson. But it almost looks as if you don't need one."

"Oh. I need it. Please. Teach me."

"Okay. Just start where you left off." We were standing at the foot of her bed. I put my arms around her and started kissing her. I fondled her tits with one hand and put the other on her ass over her skirt. I cupped a breast in one hand and an ass cheek in the other, I gently and softly squeezed them both. I lowered my mouth to her breasts and sucked on them and grabbed her ass cheeks in both hands. I started pulling her dress up in the back. When I got the hem up to my hands I held it with one hand and put the other hand on her panty covered ass. I knew those panties to be dark blue, matching her bra, because I had seen them earlier. I fondled her ass cheeks for maybe longer than I should have, but it sure felt good. Her cheeks were firm yet soft. And her panties felt like silk under my hands. Maybe they were.

"Is this good?" I asked.

"Ummm hmmm," she almost purred. "Perfect. A woman likes to be handled softly and gently. Or, at least I do, anyway. I guess some like it rough. But most like it just like you're doing. You're doing great."

I started kissing her again. I brought my hands out from under her skirt to search for the clasp and zipper probably at her back. I was wrong. I found them at her side. I undid the button and started easing the zipper down, waiting to be stopped. But when I got the zipper to the bottom of it's track her skirt dropped to the floor. I looked down and saw her step out of it and kick it aside. She also worked her feet out of her shoes and kicked them aside.

"I know what I want to do, but maybe you should tell me the best way to proceed." I had come to the conclusion a while back that she wasn't doing this to teach me, but rather to satisfy her needs. It was all about her. What she wanted. What she wanted done to her. She had done nothing for me, it was all me doing things to her. But I was okay with that. I was enjoying it anyway. Getting my hands and lips and tongue on a beautiful woman. My first. Even if I didn't get to fuck her I would be happy. But I surely did HOPE that I was going to fuck her.

"Well, what works best with me, and I believe most women, is this. You lay me down on the bed and caress my body with your hands. Softly, slowly, gently. At the same time kissing me. Not just my lips, but all over. From head to toe. Most women like that. To have their bodies loved. To be caressed. Kissed. Made love to, not just 'wham, bam, thank you ma'am.' Know what I mean?"

"Yeah. I think so." I laid her back on the bed and admired her for a moment. I knew she would get uncomfortable if I stared too long, so I didn't, even though I wanted to. I leaned over and kissed her. On the lips. Then I did as instructed and started kissing the rest of her. I started at the top of her head and slowly worked my way down. I paid a lot of attention to her breasts as she seemed to like that. As did I. Then I went lower. It was getting uncomfortable leaning over like that so I kicked off my shoes and got on my knees beside her on the bed and then continued. I kissed all over her belly and stuck my tongue in her belly button, making her giggle. I ran my tongue along the waistband of her panties. I wanted to rip them off and get right to her pussy, but she had told me slow, and all over, head to toe. So I skipped down to her feet. I had read about, and seen porn videos, about guys kissing girls feet and sucking their toes. So I figured I'd see if she liked that. I picked up one of her feet and kissed it.

She giggled and said, "That tickles." But she seemed to like it. I reached up to the top of her stocking on that leg and pulled it down and off. They were the kind that didn't require a garter, like I had seen pictures of. I spent a minute kissing that foot, and sucking on her toes. It was kind of sexy, and I liked it. I removed the other stocking and kissed and sucked the toes of that foot. Then I moved up to her ankles. I held her leg up and kissed her ankle and rubbed her calf and shin with my hand. Again, first one leg, then the other. Then I kissed upward, to her knee, massaging her leg while I ran my lips up and down it. She had gorgeous legs, as I've mentioned before. They felt even better than they looked. They were silky smooth, and oh so soft. I read somewhere that women have erogenous zones in different places on their bodies and that for some of them one of the areas is the backs of their knees. I remembered that and kissed the crook of her knee in the back to find out. Sure enough she squealed with delight and squirmed around like crazy. I laid both of her legs on the bed and got between her legs. I was getting really close to my goal now and could barely restrain myself. But I tried to keep it slow like she told me to do. I kissed her upper thighs, on the tops, then on the insides, getting closer and closer to her pussy. I saw a wet spot forming on the crotch of her panties and knew she was getting excited. I finally reached the spot where her legs met. I kissed her panties, right where her pussy was underneath. She grabbed my head, raised her hips up off of the bed, and I heard her suck in a big gulp of air, then let it back out with a very loud sigh, and say, "Oh God. Yesss!"

I was there! I grabbed the waistband of her panties to remove them. But she grabbed my hands and stopped me. I looked up at her face in confusion and she said, "Before you do that let me say this. As much as I want you to dive right in and eat me like it's your last meal, I want you to still take it a little bit slow. I think you'll find that most women are really anxious to have their vaginas kissed and licked but they also thoroughly love the foreplay and the build up. So take your time, slow and sensual, and increase the excitement until neither you or she can stand it any longer. Use your lips, tongue, and fingers. And, also, don't forget about the rest of the body."

"Okay," I said. I didn't want to take it slow. I wanted to take her panties off and dive in. But I did as she said. So she would let me continue.

I started kissing her thighs again and she said, "Yeah. That's good." I rubbed her body as I kissed all around the edges of her panties and down her thighs, and all over her belly. Then I kissed her panties right on her pussy. She again grabbed my head, raised her hips, and squealed. I ran my tongue around on the wet spot and felt heat coming from her pussy. I could smell a smell coming from her pussy, also. I had heard guys talking about the smell of hot pussy and now I knew what they were talking about. It smelled good. After kissing and licking her through her panties for a couple of minutes I again went to remove them. She didn't stop me this time. I started pulling them down and she raised her hips so I could get them over her ass and hips. I slid them down her legs and pulled them over her feet. She now laid before me completely naked. It had been a long, slow road to get to this point, but I admit I had enjoyed every step of the way. I gazed at her naked body on the bed. I had always thought along the way that in various states of undress she always looked better than the step before. Now, looking at her completely naked she was even more glorious than I had imagined. She wasn't flawless, but who is? I had noticed before when I saw her in her bikini that she had just a little bit of a belly, but not much. And there were a couple of stretch marks on her outer thighs, but not all that noticeable unless you looked close, which I did. But all in all, she was fabulous. The hair around her pussy was the same color as the hair on her head. Brown. It was cut short and trimmed into just a small patch right around her pussy. "Don't just sit there gawking, you know what to do."

I snapped out of my paralysis. I leaned in and planted my lips right on her pussy and got my first taste of pussy. It smelled and tasted kind of like peaches. Which surprised me. I kissed all over her lips, which seemed to be leaking fluid from between them. I ran my tongue up and down the slit between the lips. Remembering what she said about not forgetting the rest of the body I reached up and grasped a breast. I squeezed and fondled it as I kissed and licked her pussy lips. She bent her knees and drew her feet up towards her. This opened her up to my lips more. "Use your fingers, too," she reminded me. I brought one hand in to join my mouth and rubbed her hot, wet pussy lips with my fingers. Then I started pushing my index finger into her. She yelped and pushed her pussy towards my finger and mouth and I figured she liked that so I worked my finger in and out. I had a finger in her and my tongue between her lips licking up and down and she was moving around so much it was hard to keep my mouth in contact with her pussy. She started saying, "Yes! Right there! Just like that! Yes! Yes! Yes!" She put her legs around my neck while she was was squealing and squirming like mad and I felt juices starting to run out from between her pussy lips. I figured she must be cumming. She moaned, "Oh Yeahhhh!" I kept my mouth on her pussy and tried to lick and suck up her delicious tasting juice. After about a half a minute it seemed like her orgasm must be over. Her hips dropped back down on the bed and her legs loosened around my neck, then unwound from around my neck. She laid her legs down flat on the bed and took a huge gulp of air then let it out slowly, sighing as she did. I watched her face. Her eyes were closed as she continued to breathe deeply and sigh and moan. It looked like her orgasm was over. I lowered my mouth to her pussy and licked up the remaining juices there.

She said, "Come up here. I want to taste my juices on you." I had seen that in porn videos but I didn't think it was real. But I guess it is. I laid down beside her and she pulled my mouth down to hers. We kissed and she licked my lips and sucked on my tongue. Then she licked all over my face, which was covered with her juices. I fondled her tits as she did that. "Wow! You did really, really good. I don't believe that was the first time you did that."

"It really was. I swear. I'm glad you liked it. I just tried to do what you said."

"Well, you did do everything I told you to. And it was awesome."

I was still fondling her tits and rubbing my hands all over her body as we talked. Her nipples were still hard.

She looked at me for a minute without saying anything. Like she was thinking about something. It made me a little uncomfortable. "What?" I asked.

"Do you want to do it again? A different way?'

"Well yeah! Duhh! But what different way?'

"Like this." She rolled over and got up on her hands and knees with her ass towards me. "Do you like my butt?"

"I love it. It's beautiful."

"Want to kiss it?"

"Most definitely." I had seen this in videos enough to know what to do. I leaned in and started kissing her cheeks. She laid her head down on the bed. As I kissed all over her ass I unbuttoned and removed my shirt. I reached forward and under her to cup her tits while I kissed her ass. Then I unbuckled my pants and slid them to my knees. I continued kissing and licking her ass and ran my tongue up and down the crevice between her cheeks as I used one hand to push my pants down to my feet and kick them off.

I started tonguing her asshole as I had seen in the pornos. I wasn't so sure about that when I saw it but it seemed to drive the girls insane so I tried it, and it did drive her insane. She screamed out, "Oh my God! Yes! Do that!" So I continued for a minute then went lower to her pussy again. It was still very wet and dripping. I licked it from behind her and she pushed back towards me. Then I laid on my back and slid my head between her legs and licked her from underneath. She moved her pussy all around over my face as I ate her. I reached one hand forward to play with her tits and put the other one on her ass to fondle her cheeks. Then she knee walked forward off of my face and turned around. "Oh. I see you got your clothes off. When did that occur?"

"While I was behind you licking you. Hope you don't mind. I needed some relief. Those pants were getting very uncomfortable."

"I'm sure they were. I was actually just going to suggest that you take them off. I just realized that I haven't done anything for you. I'm sorry. I've been very selfish. I can't let you screw me, though. But maybe I can do something else for you."

"Yes! Please! That would be so awesome!"

She straddled my face again, this time facing my feet. She lowered her pussy onto my mouth and I started kissing and licking immediately. I felt her hand on my hard cock through my underwear. She rubbed her hand over it. Then she reached in through the fly and worked it out. I heard her say, "Jesus! That's big." She wrapped her hand around it and started moving it up and down. Fuck! Her soft hand on my cock felt so amazing I thought I was going to cum instantly, but I didn't want to. I mean, I did. Want to, that is. But I didn't. Hers was the first hand besides my own to ever touch me there, and it felt almost more than I could bear. She knew what she was doing and stopped before I came. I guess she could tell by the way I started thrusting up into her hand and my cock jerking and twitching. I continued licking her and she ran her finger tips softly up and down my shaft. She started pushing my underwear down and I raised my hips so she could get them to my knees. I bent my legs and she worked them to my feet and I kicked them off. I laid my legs back down and she took my cock in her hand again. She stroked it a couple of times then reached down and cupped my balls in her hand. Then I sensed her bending over and I thought, 'Is she going to put it in her mouth?' Yes, she did. When I felt her lips on the head of my dick I couldn't hold back and started squirting. She raised up and jerked me off with her hand. I said from between her legs, "I'm sorry. I couldn't help it. I couldn't hold back."

She raised her pussy from my face and asked, "What? I couldn't hear you."

I repeated what I'd said.

"It's okay. I understand. It was your first time, right?"

"Yeah. I'm so embarrassed."

"Don't be. It's okay. Look. You'll be able to go again."

Sure enough, as she had continued fondling my cock with her hand it had gotten completely hard again. It never did actually get soft. I pulled her down to get at her pussy again, and she obliged. Then she raised back up almost immediately. She asked, "Do you know what the clit is?" When I said I did, she asked, "Do you know where to find it? I said I did not. "It's up near the top of my lips. It will be protruding and hard like my nipples get when you suck them. See if you can find it. Then just suck it and nibble it like you did my nipples."

She sat back down on my face and I commenced licking and searching for her clit. She leaned over and took my cock into her mouth again and I didn't cum immediately this time, but it felt amazing. It felt so good that I forgot what I was doing for a minute and just laid there enjoying what she was doing to me. She cupped and fondled my balls while she was sucking my cock. She moved her lips up and down on it. Then took her mouth off of it and licked it all over. I remembered what I was supposed to be doing and stuck my tongue into her slit as far as I could and wiggled it around. She moaned and it felt like a vibration on my cock inside her mouth. I ran my tongue in and out and up and down the length of her lips. Then I felt it. With my tongue. A hard little nipple-like protrusion. Almost like a tiny cock. I flicked my tongue back and forth over it and she took her mouth off of my cock and squealed. "Yeah! There you go! You found it! That's it. Yes! That feels so good. Keep doing it just like that." I continued working her clit with my tongue. She went back to sucking my cock. I started sucking on her clit and it seemed to grow a little more. I sucked it into my mouth and gently bit down on it like I had done her nipple several times. She cried out. "Fuckkk!! Yesss! I'm gonna cum!" And she did. Her juices came flooding out and I opened my mouth to let them flow in. As she came she worked her pussy all around all over my face and sucked my dick even harder. She took it all into her mouth and I felt it hit the back of her throat. I started spurting another load into her mouth. She took part of it into her mouth but pulled away and let it finish blasting all over her face. She laid still on top of me stroking my now soft dick with her hand and I continued to lick her pussy to get all the juices I could. In just a minute she rolled over onto the bed beside me. I turned around to be face to face with her. We were both breathing hard and our hearts were pounding.

I kissed her and we each licked the other's face clean. I stroked her body with my hand as we caught our breath and settled down. I asked, "Did I do good?"

"You did VERY good. Exceptional."

"You, too. That was amazing. God, I love the taste of your pussy. Do you mind me saying that? And calling it that?"

"No. Normally I prefer vagina, but that's okay. I don't mind. And why didn't you tell me you had such a big penis?"

"I didn't know I did. I thought it was normal size."

"It's not. It's quite a nice one. I know I said I couldn't let you screw me, but it occurred to me that it wouldn't be right to teach you how to get to this point with your girlfriend then not know how to have intercourse that is satisfying to you both. So in the interest of teaching that also I guess I need to let you do that. If you want to?"

"Hell yeah, I want to!"

"Can you? Now? Or wait for another time?"

"Well, let's see." I took her hand and put it on my flaccid cock. She started massaging it with her fingers. I put my lips on hers and kissed her. I took her breasts in my hands and fondled them. I felt my dick growing in her hand. In about 15 seconds it was hard. We both looked down at it and I said, "I think now is good."

I got on my knees between her legs and she guided my cock into her with her hand. I pushed forward slowly and easily entered as she was so wet. Her pussy felt tight around my dick. It also felt heavenly. The best feeling I have ever had. I pushed forward until I was all the way in. I pulled back and pushed in again. "Start out kind of slow, then go a little faster as the passion increases," she instructed. I started moving in and out slowly. I had to consciously make myself not go too fast. We both wanted to enjoy this. I cupped her ass cheeks in my hands and lifted her hips up to my cock and continued pumping in and out. I watched her tits moving around as I thrust into her. I had to stop before I came. I leaned over and kissed her and fondled her tits. She started making circles with her hips. It felt divine. Then she got up on her knees in front of me. She pushed me back onto the bed and straddled my hips, facing me. She lowered her dripping pussy onto my shaft and sat on me rotating her hips while looking down at me. She started moving up and down. I reached up and massaged her tits while she fucked me. God! She looked so beautiful bouncing up and down on top of me. She laid down on me and guided a breast into my mouth. I sucked it and nibbled the nipple. She came forward and kissed me and continued raising her hips up and down. This lady knew what she was doing. I started thrusting upwards to meet her downward moving hips. She increased her pace and started moaning and saying, "Yeah. Yeah. Yeah. I'm so close. Just a little more. Yeah. That's it. Oh fuck! Here it comes!!" She sat up straight and bounced up and down furiously. I thrust upwards into her and felt myself getting ready to blast again as well.

I cupped her ass cheeks and squeezed and said, "Oh God yeah, Baby! Do it! Cum for me! I'm cumming, too!" I felt her hot juices start flowing out around my cock and she screamed and I shot my load to mix with hers and the 2 mingled together and ran all down over her thighs and my crotch. She collapsed forwards on top of me and just laid there, breathing hard, as was I. I felt my cock softening inside of her. I put my hands in her hair and held her as we came down from the heights of passion and caught our breath. I think she felt my cock shrinking inside her and moved her hips around a little.

We just laid like that, not speaking, for probably five minutes. Then she rolled off and said, "That was fucking amazing! I'm sorry. I don't normally use that word, but there's no better way to describe it."

"I totally agree. It WAS fucking amazing. You're fucking amazing."

"I find it hard to believe that was your first time. You did everything perfectly."

"I was just doing what you told me to do, and how to do it. I wanted to do it right so I listened."

"Oh, You did it right! 3 times. I haven't orgasmed 3 times since college. I wish Wallace had your stamina. And your size. And was more attentive to my needs, like you were. I'm lucky to orgasm once with him."

Ah! There it is. The reason she did all of this. But I didn't really care why.

"Speaking of college, I have to leave early. Next Monday. I'm going to be working in the lab with one of my professors and he wants me there early for orientation. I just found out this morning."

"Oh. Well then. I guess it's a good thing we finished your lessons today. I had not planned on that but it worked out well I guess."

"I know it did for me. Thank you so much for all you did for me."

"Oh. It was my pleasure. I must say I'm gonna miss teaching you. It was nice being a teacher again."

"I'm gonna miss it, too. You're the best teacher ever."

"Thank you. Maybe a refresher course when you come home to visit?"

"Oh. Most definitely."