All the World's a Stage

It was Thursday evening and I was having a few after work beers with some mates. It wasn't a big session, we all had work the next day and homes to go to. I lived with my Mum and sister, it was a source of shame to me that I still did, I was in my mid-twenties and hadn't gone to university, and to be living at home still, eight years after leaving school was really embarrassing. It wasn't just the cost of finding somewhere and living alone, it was more the living alone bit. I just couldn't seem to find anyone to live with.

I was talking about a woman of course, I didn't want to share a flat with some hairy arsed bloke, I wanted to settle down with a someone I could love. The problem was I was terribly shy, I found it very difficult to get on with members of the opposite sex, finding myself tongue-tied and lacking in amazing wit and sparkling repartee. All my mates were 'shacked up' to various extents, some even married, some with live-in partners and some with steady girlfriends, but I remained steadfastly single.

I got on well with women, in a general social setting I was fine, I wasn't unintelligent or bad looking, I didn't have bad breath or spots, but as soon as I was on my own with them I became terminally boring. Or so it seemed. Some broke up with me, "It's not you it's me", but I knew it wasn't. Some I gave up on before they gave up on me and I was starting to feel a real failure. Mum and my sister Pauline were great, they knew about it, but never got on my back about it, Pauline had even taken me out on double dates and with her group of friends, but it was no different and I'd stopped accepting her offers for fear of further embarrassing her.

As for sex, well I wasn't a virgin, I'd had a couple of sexual encounters, neither of them memorable for either of us and it was mostly my right hand that kept me sane and I have to say, busy. Masturbation most nights and pretty much every morning was the order of the day. Fortunately, living with two women, albeit family, gave me plenty of fodder as neither was particularly careful about closing doors. I considered myself to be on more than nodding terms with my mother's breasts, and a casual acquaintance of her bush. As for my two year younger sister, I'd encountered her a couple of times naked in the bathroom, she hadn't seemed to be overly bothered and to be fair she'd caught me wanking a few times, so it pretty much evened out.

I did sometimes wonder if they deliberately let me see them naked as a sympathy vote, but I preferred not to go down that route. In exchange I didn't go out of my way to spy on them, our encounters were frequent enough not to have to sink so low. Yet.

I looked around the pub, aside from our small group of blokes, it wasn't busy, most were couples, there was a single man a bit older than me sitting at a table by the window, which looked a bit strange, and I wondered what his story was and whether that would be me in a few years.

"Billy?" came woman's voice from behind me." I turned to see a young woman about my age standing looking inquiringly at me. Long experience of looking allowed me to appraise her in a single glance. She was dark haired, cut in an attractive bob, a shapely figure, definitively curvy with full breasts and a nice bum. But it was her face that drew my attention.

It was distinctly pleasant with a broad smile that reached her eyes and moreover she was looking at me as though she knew me. I peered back, running through the not exactly huge catalogue of female friends, then going further back. "Ashley?"

"Of course it's me silly, I haven't changed that much have I?" Well she'd never seemed drop dead gorgeous before, although to be fair my main memories of her ended at age 11. We'd been in the same class at Primary School, we'd shared a desk for a lot of that time, our surnames starting with the same letter, and to be fair we'd been almost inseparable until puberty. It wasn't only that change that separated us though, quite simply she went to an all-girls school and I went to an all-boys school in another town. Of course we still bumped into each other, but my growing shyness and her apparent attractiveness to every boy who laid eyes on her drove a wedge between us. Then she'd gone to university and I didn't, and apart from an occasional glimpse across a pub bar our paths had not crossed again. After university I never saw her again, until that moment.

So I was most surprised when she threw her arms round my neck and hugged me tight, proclaiming how wonderful it was to see me again, and telling me how good I looked. All my mates were looking on and I started to feel too much in the spotlight and the hard shell that protected me began to form round me and I felt my throat drying up and words would not come.

Before I could totally embarrass myself however a man came up to us, "Sorry, Ash, but we haven't got a lot of time, we need to be going or we'll be late." It was the guy who'd been sitting by the window and whom I'd mistakenly thought was on his own. He clearly wasn't, he was with Ashley.

"OK Martin, I'll be there." she replied shortly, shrugging off his hand. "Look, I haven't seen you for years and years and it would be great to catch up." I managed to stammer that I'd like that as well as she continued, "How about we meet up tomorrow then, say half seven here?"

Finally my voice returned, "That would be great Ashley, although I've not got a lot to tell you about me."

"I'm sure that's not true Billy. Until tomorrow then." She leaned in and gave me a peck on the cheek and turned away to follow her friend Martin who was waiting impatiently.

As soon as the door was shut behind them there was chorus of questions.

"Who was that then?"

"I didn't know you knew Ashley Simmonds."

And one rather different, "Well I'd fuck her."

I explained we weren't really friends but had been at Primary School together and hadn't seen her for years. Secretly I was glowing, it seemed that my status in the group had risen by a couple of notches and I had a date for the next day. Well not exactly a date, but at least I wouldn't be sitting at home wanking to ingrained images of my mother and sister.

The next day I was like a cat on a hot tin roof, I couldn't settle and wished I'd not agreed to see her, and thought numerous times about cancelling, but I'd not got her phone number, didn't know where she lived and leaving a note at the pub was definitely not on. So I was committed to going. Perhaps I'd enjoy it, I kept telling myself, knowing full well that I wouldn't.

My sister asked me why I was going out two nights on the trot and I told her that I was going to meet an old friend. "Who is he?"

"It's a she actually, Ashley Simmonds from Primary School."

"I remember her from Secondary School, didn't she get married and have a baby or something?" My heart dropped and now I really didn't want to go, but I was committed so I was in the pub a quarter of an hour early, nervously sipping at a pint, and looking up every time the door opened. I'd nearly finished it when she was there, standing in front of the table.

"Hi Billy, another one?" Without waiting for an answer she turned away to the bar and stood waiting for her turn. I sat and looked at her, she was wearing trousers which highlighted her bum nicely, they were stretched tight across it and gave it a pert shape. She had a simple blouse on and when she turned round to bring the drinks back I could see it buttoned down the front, the top few were undone and when she leaned forward to put the drinks down it ballooned open and I caught a glimpse of her bra encased breasts. Quickly I looked away and stood to join her in a hug.

"Hi, Ashley, lovely to see you again," came the phrase that I'd rehearsed time and time again "What a surprise it was when I saw you last night."

"Me too Billy, I thought you'd have moved away long ago, perhaps even married." Her comment reminded me of what my sister had said and I looked at her hands, no rings whatsoever and I thought that perhaps she'd got it wrong. I hoped so. "Well we're here now so what have you been doing all these years?" I filled her in, it didn't take long and although I tried to emphasise how happy I was, I didn't think I'd done a good job.

"What about you?"

"Not a pretty story I'm afraid, I met the man of my dreams at university and we moved in together and I was deliriously happy for all of, let me see about three months. Then I found out what he was really like, but foolishly stayed with him for another year or so thinking I could change him, but was hopelessly wrong again. So I packed my bags and left and now I'm back where I started. At least we didn't get married, or even worse have kids."

I let loose a long slow breath. "So back with Mum and Dad?"

"Good Lord no. I could never live at home again. I love them to bits but they'd do my head in. No I share a flat with two other girls, I've got my own room, and importantly my freedom."

"So is Martin your boyfriend?" I ventured.

"That dickhead? No way, sometimes he makes my Ex look like a paragon of virtue, no he's just my fellow lead in the play we're doing? Although I wish he wasn't."

"Play?" I asked.

"Yes, you must have seen the posters round town, it's a bit of a Brian Rix farce, not exactly West End stuff, but it's a great way of meeting people and having some fun. I'm the main female lead and dickhead Martin is the male lead and my love interest. It means I have to kiss him and stuff, but all he can seem to do is paw my body. I swear one day I'm going to...."

"Sounds fun, not the pawing I mean, but acting in a play. I did it once at school, just a small role but there was a bit of a buzz about doing it. Mum said it did me good, brought me out of my shell a bit."

"Have you done any since?"

"No, I don't think I could now."

"Of course you could Billy, you're right though, it does give you a buzz and most of the cast are great fun. Look, we're still looking for a couple of people for some minor roles, it'd be good to be doing something with you again, remember all those projects we did at school. We could practice our lines together. I'll have a word with the director if you like."

To my horror I found myself saying "yes", to Ashley's delight and I spent the rest of the evening trying to work out how I could get out of it. Surprisingly, by closing time I found I'd enjoyed the evening, Ashley was a hoot, recalling all our old escapades and I began to wonder if perhaps doing the play might not be so bad after all. I walked her home and outside her flat she hugged me again and gave me a quick kiss on the lips. "I'll ring you," were her parting words.

The next morning I was not so sure. I was lying on my back my hard cock in my hand steadily masturbating. I'd started off thinking about my sister, she had small breasts but they turned up perfectly at the ends and her nipples were long. Mum's reflected her age and two children, fuller and sagging a little with large round nipples. Suddenly the memory of that brief look at Ashley's came into my head and I felt a surge in me despite the fact that they weren't bare. What would they look like I wondered as my imagination ran riot and suddenly I was cumming, spunk spraying from my cock all over my chest and stomach.

There was a knock on my door and I covered myself up quickly as my sister came in. She sniffed the air and looked disapprovingly at me. "Mum says if you want breakfast you need to come down now or it's get it yourself. Did you have a good time last night with Ashley whatshername?"

"I did actually and I'm thinking of going into acting." She looked quizzically at me. "Ashley's in a local drama group and they're looking for more people, so I said I'd help out."

"Is it the acting or Ashley you're interested in?" she asked, "Whichever, it'll do you good. Now get yourself cleaned up and downstairs."

Ashley rang mid-morning, "I've put in a word for you and there's a rehearsal tomorrow afternoon. If you come along you can speak with him. I'll pick you up at about two." Once more doubts assailed me, but now that my sister knew, it was getting more difficult to back out.

She picked me up for the short drive to the hall where the rehearsal was taking place and introduced me to the director. His name was Steven and he was a bit full of himself, but then he was the man in charge. He made me stand on the stage and read a passage from a book. After a few paragraphs he called out, "OK, OK, I can hear you and I can understand you, unlike most of the rest of this lot so you're in." In actual fact I was going to be playing three roles, all of which appeared for a very short time at various intervals, so most of the time I'd be changing from one costume to the next rather than delivering moving soliloquies on stage. It suited me fine.

I hung around for the rest of the rehearsal, mostly watching, but getting a bit involved with my parts although I had to read the lines from the script. At one point I saw a face I thought I recognised and leaned over to Ashley, "Isn't that Mrs Harrison who used to teach us?"

"Yes, that's Valerie, she must be in her fifties now but she's a staunch supporter and tends to keep us all in line."

Valerie? I didn't know if I'd ever be able to call her that, a point proven when during one of the breaks she came over to me. "William isn't it? Are you joining us?"

"Yes Mrs Harrison, I'm picking up some of the bit parts."

"Well I hope you enjoy it, and you can call me Valerie now, you're not eight anymore. We get a few scenes together later in the play. It'll be like old times, you and Ashley with me."

"Yes Mrs Harrison I'll try." She smiled at me and went back to the stage and I went back to reading my parts. It was only towards the end of the rehearsal that I went white as I read what I had to do.

"Ashley?"

"Yes Billy."

"It says here that I have to kiss Mrs Harrison 'passionately'. Do I really have to do that?"

"Of course if that's in the script, it's what actors do. In any event I have to kiss Martin lots of times and if I can do that," she pulled a face, "then I'm sure one kiss with Valerie will not be a problem for you." I wasn't so sure, but I did know that I didn't like the idea of Ashley being kissed by Martin, even if it was only acting.

I still wasn't happy about it on the way home, but I knew I wasn't going to get anywhere by grumbling, but I wasn't looking forward to actually doing it.

The play was still a month or so away and I began to attend rehearsals regularly, Tuesday and Thursday nights and Sunday afternoons. It was nice being with Ashley, she'd usually pick me up although we could have walked. Strangely enough I didn't stammer or show any signs of nervousness with her, something in my brain made us kids again and I spoke to her without any inhibitions whatsoever. Those few moments alone with her became precious to me, it was as though we were back in our childhood, reminiscing about this and that.

The kiss didn't happen, every time we got to that point Mrs Harrison would skip over it and say, "Yes, yes, we'll do that in the play of course, but for now let's take it as read." She was such a stickler for everything else and I wondered if perhaps she didn't want to kiss me either. Ashley and Martin always seemed to have their mouths locked together and he was starting to creep me out as well.

The Sunday before the first performance I was in the kissing scene and Mrs Harrison made her usual comment, but the director insisted that we actually did it. Immediately I could feel the nerves, and Mrs Harrison didn't look happy either. Gingerly I took her in my arms and I could feel the softness of her body and suddenly I had this terrible thought, suppose I got a hard-on whilst kissing her. Not only would I have an erection on stage, but what would she think if she felt it?

Our mouths met and it didn't feel in the slightest bit natural. It must have looked awful as well as the director kept making us do it again and again. Fortunately it wasn't like kissing any other girl I'd kissed and my cock didn't betray me, but he was clearly not happy. "Look, we don't have time to keep doing this, why don't you two go and practice somewhere round the back." Mrs Harrison gave him a dirty glare and he got on with the next scene.

She came over to me, "This is going to be difficult William and I'm not sneaking off like a couple of kids behind the bike sheds. Just think about it and practice on your girlfriends."

The problem was I didn't have any girlfriends and by the time I got home I was pretty downbeat about the whole thing. "What's up Billy?" my sister asked cheerfully, coming into my room where I was sitting on the edge of the bed. "Keep forgetting your lines?" She sat down beside me.

"Worse."

"Come on tell me, perhaps I can help." I didn't think it likely but I told her anyway even though I felt my face turning red as I did so. "Is that all? Come here and give me a kiss, you can practice on me." Bashfully I edged over to her and placed a kiss on her lips, much as I always did. "You can do better that that, I thought you were supposed to be lovers. Here let me show you." She pulled me into a tight embrace and placed her lips on mine and kept them there. I could feel them moving and tried to copy her.

I could feel her soft body against me and her breasts were pressing into my chest and to my horror I felt my cock getting hard. Desperately I held it away from her but continued the kiss. Finally she broke away. "Well that wasn't bad," she pronounced slightly breathlessly, "Try again."

This time I found I was enjoying it and my body started to relax a little and for a moment I even forgot about my erection. "Much better. One more go." Our mouths seemed to be locked together for an eternity and I found myself forgetting there was an outside world, we fell back onto the bed then I felt her tongue run lightly over my lips which opened of their own accord and my tongue met hers in a dance sending little tingles through it. Her body was pressed hard against mine and I could even feel it against my cock, she seemed to be almost rubbing herself against me which felt really good and I pushed back.

Suddenly she broke away and sat up, straightening her clothes. "Sorry Billy, I think we're getting a bit too carried away here. I really don't see the problem, you're a great kisser and really had me going there. If you weren't my brother...." She broke off and I watched her go across the landing to her room and close the door behind her. Buoyed by my experience I looked forward to showing what I could do at the next rehearsal.

When it came to that moment I froze, I felt like a block of ice and clearly both Mrs Harrison and the director felt the same. I tried to picture my sister but that didn't work and my lips were like wood.

"Look, if you can't do it Billy we'll find someone else for the role, don't know who at this late stage but that is the worst bit of acting I have even seen. Just sort it will you." He stormed off and I was left totally dejected. Ashley looked on sympathetically but it was Mrs Harrison who came up and put an arm round my shoulders.

"I'm sure we can sort this William, I've got a few ideas we can try. How about you come back to my house afterwards and we can go through them?" It seemed sensible enough and although I'd miss going home with Ashley I was willing to give it a go.

After the rehearsal was over the two of us walked the short distance to her house, mostly in silence, she seemed pre-occupied with something and by this time I knew to keep quiet. She let us in and we took off our coats and went into the lounge where she made straight for the curtains and pulled them tightly shut before turning on the lights. "Right William, let's try it. Kiss me."

Our lips met and it still felt no different. "You're as stiff as a board William." I wasn't and nearly said so before I realised she didn't mean my cock. I tried to relax but it felt all wrong. "It's like kissing a mannequin," she complained, "you've got to feel as though you mean it." We tried again and again to no avail.

"OK, I didn't want to go down this route but it seems there's no alternative. You don't have a girlfriend do you William?" I shook my head. "Right, have you ever heard of Method Acting?" Another shake of the head. "It's where instead of pretending to do or feel something, you actually put yourself in that person's body and actually do it. You become that person."

"What do you mean?"

"We're supposed to be lovers, well we're going to become lovers."

"How?"

"Oh for Goodness' sake William come with me." She took me by the hand and led me upstairs to what I assumed was her bedroom, a pretty looking room with a big double bed in it. "Right, take off all your clothes and no kissing at all until it happens."

I just stared at her. Nothing on earth would have surprised me more at that moment and I just stood there. "Come on William, just do as I say." I remembered that voice and automatically began to strip off my clothes, pullover, shirt, trousers and socks, leaving me in my boxers which I stubbornly kept hold of. "Everything." she commanded and with a resigned expression I pushed them down and off.

"OK, now my turn." Sorry? What had she said? I watched astounded as she unbuttoned her cardigan and slipped it from her shoulders, then pulled her top over her head to reveal her breasts encased in a plain white bra. Next came off her tights, rolled down her legs and tossed to one side. I just stood and stared at my fifty-something former Primary school teacher, clad in just her bra and panties standing before a naked me in her bedroom

It was at this point that my cock woke up and started to rise. She looked at it and said, "Well that's some progress I suppose." She reached behind her and unfastened her bra and allowed it to fall off her breasts. I almost gasped as they came into sight. I suppose they weren't vastly different from my Mum's, full and a little saggy with round brown nipples. But these weren't glimpsed from a barely cracked open door, they were not a yard in front of me and my cock rapidly reached full mast.

She seemed to stare at it for a long while, but it might have only been a second or two so fast did matters seem to be unfolding, then taking a deep breath she hooked her thumbs into the waistband of her panties and pulled them down, At first all I could see were her breasts, hanging down under her body, then she straightened up and her pubic triangle appeared, a mass of grey/black hair, something my mother called 'salt and pepper'. My eyes were drawn to it and to what I knew it concealed.

"You're not a virgin are you William?"

"No Mrs Harrison. But I've not done it much."

"That doesn't matter William, or do you prefer Billy?"

"My family and friends call me Billy."

Then that's what I shall call you, and you really must call me Valerie, or Val if you prefer. Now let's get into bed." She pulled back the covers and slipped between them as I looked on. Surely we weren't going to....

It seemed we were as she held out her arms in invitation and almost in a fog I followed her and got into bed beside her. "Right, let's just cuddle up a bit shall we?" She pulled me into a hug and I could feel the softness of her body and especially her breasts that were pressed against my chest. My cock was rock hard by now and I could feel it knocking against her body and legs.

She released me from the hug and rolled onto her back and I could see both breasts flattened on her chest, her nipples now hard and sticking up. She caught my gaze, "Would you like to touch them Billy, perhaps kiss them like a lover?"

Cautiously I extended a hand and placed it on her breast, it felt warm and soft and a little like jelly with a hard nub. "Go on, kiss it." she exhorted me and I bent my head to her and took it gently in my mouth. "Oh that feel so good Billy, it's been such a long time. Do you mind?"

For a second I wondered what she meant, then I felt a hand encircle my cock and stroke it ever so gently. It was so much nicer than my own hand and sent such pleasurable sensations through my body, then without warning my cock erupted and I was cumming, my body bucking as my orgasm washed over me and I couldn't help it, my hand grabbed her tit and squeezed it tight until I was spent and my cock was once more still.

"I'm sorry Mrs Harrison," I apologised sheepishly, releasing her breast, "it just sort of happened and I couldn't stop it."

"Don't worry Billy, it can happen like that sometimes." Her words were reassuring but I could hear a note of disappointment in her voice. She reached over and grabbed a wad of tissues and wiped her body down, clearing away what seemed like a gallon of cum from her stomach and even as far as her breasts.

"Do you want me to go now?" I asked, worried.

"Go? Of course not Billy, there's plenty of time to try again. Shall we have a cup of tea while we're waiting?" She rolled out of bed and I stared at her breasts and backside as she put a dressing gown on. "Won't be a minute, you just stay there and relax for a bit." With that she disappeared downstairs.

I lay back and contemplated my latest failure, cumming in her hand before we'd even started doing anything. I pulled back the covers and looked at my prick, it looked about as I felt, completely deflated. My earlier attempts at sex hadn't been great, this was the absolute pits. With a groan I covered myself back up and waited for her to return, dreading what I was sure would be a scathing critique of my performance.

I heard her coming back up the stairs and into the bedroom where she set two mugs down. She took off her robe and slipped naked back into bed, sitting propped up against the pillows. "It always helps to cum quickly the first time, then you can last longer when we do it again. Sit up now and drink your tea."

I found myself obeying and sat beside her, our upper bodies exposed above the covers, mine pale and if I were honest, a little scrawny, hers with what I was beginning to realise were an impressive set of breasts. She didn't seem in the slightest bit embarrassed at being naked with me and I wondered if perhaps she led a secret naturist lifestyle. Perhaps she always walked round naked, even in the garden or took holidays at nudist resorts. A half smile broke out on my lips and she caught it.

"Something funny Billy?"

"No Mrs... Valerie, I was just thinking."

"It doesn't do to dwell too much on anything, just get on with life and take whatever opportunities come your way. Now drink your tea up and snuggle down again." I drained my mug and set it aside then slid down the bed again mirroring her actions. "Why don't you play with my breasts again Billy, you seemed to like them before." Tentatively I reached out with my hand and cupped one, squeezing and moulding it in my hand, then remembering her instructions took the nipple in my mouth and nibbled at it with my lips and tongue. Instantly I felt it go hard, so I switched to the other one, which followed its twin. I began to alternate between the two as Valerie closed her eyes and lay back on the pillow.

"Very good Billy, I'm getting wet already, feel." She took my hand and pushed it down between her legs, through the luxuriant growth there and suddenly my fingers encountered something incredibly soft and warm.

She guided them further and I felt something part and then I was in a slick cleft, my fingers sliding along it easily and with a start I realised I was fingering her pussy. I felt my cock twitch and start to grow again and I wondered if I should get on top of her but as if she could read my thoughts she instructed me to play with her pussy. "Just explore it gently," she encouraged, use your fingers to slide up and down it. "There can you feel that opening, that's my vagina, and here," she guided me upwards to where I could feel a small hard button, "is my clitoris. Just rub that gently for a bit then you can put your fingers in me."

I could feel something stirring in me, a heady lightness and what felt like butterflies in my stomach as I allowed my hand to explore her nether regions. It began to feel familiar and I was able to move from clit to vagina almost at will. I was surprised when Valerie started to moan softly, and I surmised I was perhaps doing something right.

Emboldened I found her vagina again and pushed a finger inside. How fabulous it felt, not tight, but it engulfed my finger in warm velvety embrace. I was amazed how easily it went in and how far I could penetrate, it seemed bottomless as I wriggled my finger about.

"Another one Billy, put another finger in." I added a second finger, now she felt tighter but oh-so good as I wiggled them about, drawing them in and out. Impetuously I touched her clit again and she almost jumped. It was as though it woke her up as her eyes opened and looked at me. Her hand snaked down and once more I felt the touch of her hand as she clasped my cock.

"Impressive how quickly the young can recover," she said, half to herself and she stroked me lightly. "OK, are you ready to try again?" The gleam in my eyes was answer enough and she eased my body on top of hers and I felt myself settle between her legs. I could feel my cock nudging against something and I pushed forward eagerly, "Calm down Billy, there's no rush." Her hand slipped between us and took hold of me then guided me forward. "There can you feel it?"

There was something just encircling the end of my cock and I waited for her to instruct me further, although all I wanted to do was ram myself forward.

"Right, now just ease yourself forward, it's been a long time since I've had one of these inside me." What did she mean? I knew she didn't have a husband anymore, but I thought all adults had sex all the time, at least that's what everyone said. Nevertheless I pushed my hips forward slowly and I could feel my cock slipping into a warm wet tunnel and then I was in, my body pressed against hers. She let out a long slow sigh and I felt her hips start to move, and my cock began to slip in and out of her. I matched her movements and heard her groan again and then I realised it, we were actually having sex, making love, call it what you like but we were really fucking.

Something primal in me wanted to just hammer my cock into her as hard as I could, but it seemed so wrong, she'd encouraged me to be gentle, and when I'd followed her instructions she seemed to have enjoyed it. Suddenly I desperately wanted to please this woman who was being so kind to me, but my body wouldn't obey my mind and I could feel myself pushing harder and faster into her, and then without warning it happened again, my cock exploded and I was cumming just as intensely as before only this time I was inside her which made it all the more exciting.

Jet after jet sprayed from my cock until I was empty and my body collapsed on top of her. She just lay there and put her arms round me in a warm hug. "There Billy, that was better wasn't it?" I didn't know why she felt like that, yes I had got as far as putting my cock inside her, but I still had only lasted a minute, perhaps not even that.

She rolled me off her and looked at me. "I think perhaps you'd better go now, or your Mother will wonder where you are." I felt as though I was eight again and being dismissed. Had I blown it? Despondently I rolled out of the bed and looked for my clothes as I saw her hand creep between her legs and gently stoke herself there.

"We've got plenty of time still, if we work hard at it, so I suggest you come back tomorrow after work and we'll try again." What? My spirits lifted as she continued, "And Billy, perhaps it might help if you masturbated just before you left work."

All day I looked forward to it, and about four o'clock I sneaked off to the Gents and sat in one of the cubicles. It wasn't my first time doing that, but it felt quite exciting, knowing what was to follow. This time I had plenty of fodder, Mum, my sister and Valerie, her naked body and my cock inside her. I rubbed myself vigorously and was cumming in no time. Hopefully that would do the trick and I'd make a better showing.

Valerie greeted me at the door wearing her dressing gown and ushered me in quickly, leading me straight upstairs. "I presume you don't want tea today?" I shook my head as she continued, "Right, get your clothes off then." I wasn't quite so bashful today and quickly stripped down until I was standing naked in front of her. Whether it was the wank or not but my cock hung flaccid between my legs and the irrational though went through my head that it might not work at all today.

Valerie reached out and held it and I felt it stir and my worries started to dissipate. "Did you masturbate as I suggested?" I nodded. "OK let's see how that worked." She unbelted her robe and peeled it open. Her breasts were exactly as I had remembered them but the mass of hair between her legs had gone, well almost, replaced by a neatly trimmed triangle.

She slipped into bed and I followed her, my hand immediately seeking and finding her breast, followed swiftly by my mouth which latched onto her nipple. "Take your time," she encouraged me but her hands pulled my head harder against her, giving the lie to her words and I realised she wanted it as badly as I did. I didn't want to appear too eager and lingered for a while on her breasts which wasn't exactly a hardship.

When she moaned I edged my hand downwards and between her legs, everything felt so much cleaner without the mass of hair and having seen my target earlier I felt more able to hit it first time. And I did, her clit falling prey to my wandering fingers, teasing it and rubbing the nub slowly in circles before slipping down between her pussy lips.

"Gently." she exhorted me and I forced myself to rein back my natural instincts, sliding my finger up and down several times before parting her folds. I could feel the slickness facilitating their passage and then I found the opening that led deeper inside. I teased round the entrance before pushing a finger into her, eliciting a gasp from her mouth and her hand gripped my cock tightly. Perhaps she was more ready than I'd thought and I tested the hypothesis with a second finger which slipped in easily. It brought my palm into contact with her clit, "Yes, that's it, you've found the perfect way to get me going. Now just fuck me with your fingers." I couldn't believe I'd just heard her use that word, I'd never heard a woman use it in any context and to hear it from my former teacher was a shock.

Her next words were a complete surprise. "Do you like ice cream Billy?" I nodded, "Well I want you to pretend my pussy is the cone and you're licking ice cream out of it. Just picture yourself, licking the top off, then sticking your tongue into the cone to get the last few bits out. Can you do that Billy?" Another nod. "Right get down between my legs."

I wriggled down and saw her pussy close up for the first time. Her pussy lips were completely hairless and protruded quite a bit, hanging down almost an inch. Above them I could see a little ridge and just under it what I assumed was her clit which was bigger than I'd thought. She caught my gaze, "I've trimmed it up a bit and made it neater now that someone other than me is getting to see it. I know the modern trend is to be completely bald but I couldn't quite bring myself to do that."

I didn't care, I could smell her arousal which was starting to make my head spin and could see the moisture seeping from between her lips. Tentatively I pressed my mouth against her and flicked my tongue out. I felt her jump a little, "Now lick Billy." I stuck my tongue out and licked along the length of her slit finishing up at her clit. "That's it, kiss that as well." I could feel how hard that little button was and played with it for a second or two, then licked back down, this time pushing my tongue firmer into her. Immediately I could taste her juices, a little sour but I persevered right down to her pussy entrance where I sensed a fresh surge of juice escaping her, which tasted much nicer.

Remembering my instructions I licked her up and down a few more times, before forcing my tongue out as far as possible to 'get the last few bits'. I heard a gasp and felt her body become rigid and she shivered a couple of times before relaxing again. "You're doing really well Billy, keep going, remember that ice cream cone." I found I was really enjoying it, and was even getting used to the taste and relished every fresh drop that came out of her

Her body began to press up against me, her hips rolling as my tongue ploughed along her slit. "Now Billy, put your cock in me now." Another surprise word, but I didn't let it faze me and manoeuvred myself over her ready to find her pussy again. As before she guided me and I slid in easily, feeling once more that exquisite sensation as the head of my cock parted her walls. I started to thrust vigorously into her, intent on maintaining the momentum I seemed to have engendered, but her hands restrained me.

"Right Billy, I want you to tell me all about your day at work today. Try to forget what you're doing with me and just tell me every single detail of what you did." I couldn't even begin to understand why she'd want to know that, but I started to tell her everything I could remember. Occasionally she'd interrupt and ask a question, often seemingly pointless or make me repeat a bit. When I got to the point of having a wank she made me tell her everything in minute detail, and I began to feel her change, she seemed to be driving me forward, her tempo increasing as she undulated below me.

Suddenly she tensed, "Now Billy, fuck me hard. Harder!" I responded and tried to get my cock in and out of her as fast as I could without it falling out completely and I could feel my arousal suddenly soaring and then I was cumming, my cock spurting inside her, filling her up with my cum.

I felt her pussy clamp round my cock and then her hands grasped my head and our lips mashed together, her tongue invaded my mouth as my sister's had done and mine fought back, that same tingling now running down my body as my orgasm rushed upwards meeting in one explosion of ecstasy. Our bodies rolled on the bed, joined at hip and mouth, as the waves of pleasure crashed around us.

Finally we broke apart and both lay back, chests heaving as our bodies fought for oxygen. "That's how lovers kiss Billy," she wheezed, "Do you think you can do that now?"

I looked at her, "Well I might need a bit more practice!"

"I'm sure we can arrange that, but I don't have to remind you Billy that everything that happens here stays between us."

"Of course Valerie. Can I ask you why you were so interested in my day?"

"Oh, I wasn't Billy, well not until you got into the bit about your masturbation session, all I was trying to do was take your mind off what we were doing, and it worked didn't it? You kept going for much longer, so much so that you had me cumming as well, something that I assure you doesn't happen very often. Now when we kiss on stage just remember this moment."

I leaned in and gave her a long and tender kiss.

The next day was the dress rehearsal. Of course we'd had our costumes for a week or so now, but this was the first time that we were going to do the whole play in costume, from start to finish and everyone was a bit excited. We even had changing rooms, well, actually the communal room we had been using back stage had been divided by a central curtain into Men's and Ladies'. This was just the Village Hall after all, not the London Palladium.

I had my three costumes laid out side my side and I mentally rehearsed switching from one to the next which I had to do a couple of times. I was more worried about getting the right one than forgetting my lines, of which I only had a few. And the kiss of course.

In the event it went like clockwork, Valerie and I kissed like the old lovers we had become, no tongues of course, but I did detect a little smile on her face as we broke apart. "At last!" cried the director, "the boy has got some spunk in him."

"Actually most of it is in me," whispered Valerie sotto voce.

I really didn't have a lot to do after that and I stood in the wings for a while, mostly just getting in the way before retreating to the changing room, mentally going through which costume in what order yet again. The sound of a door banging from across the curtain brought me back to the real world. There was much rustling then a woman's voice. "Bugger, bloody things." More rustling, "Fuck it!" clearly someone was getting very hot and bothered.

Tentatively I peered round the edge of the curtain. There stood Ashley, her arms behind her back struggling with the back of her costume. "Got a problem Ash?"

"What does it look like?" she snapped. Then, "Sorry Billy, I've got two minutes to do a quick change and I can't get this dress off. Help me will you?" She turned her back to me and I saw the problem, five very fiddly small buttons right between her shoulder blades. Deftly I undid them and she stepped out of it and stood there in just her bra and panties. I could only stand and stare.

"Billy!" she cried in frustration, "I've got to get this on," she thrust a bathing costume in my direction, "and I can't do it with you still there!"

"Sorry." I apologised making my way back behind the curtain as out of the corner of my eye I saw her bra fall away. A glimpse of side boob as she pushed her panties down and then I was back on my side.

"Ashley, what the fuck's going on back there, we're waiting for you." The director's voice called out.

"Coming!" Another crash of the door and all was quiet again. I realised my hand was squeezing my cock in the middle of the changing room and sheepishly let go. Any enjoyment out of seeing Ashley's partially naked body would have to wait until I got home.

My mind was still processing what I'd seen when the door went again. "Billy? Are you still there?"

"Yes Ash."

"Can you come and help me get this dress back on?"

"Of course," I replied peering round the edge to a shriek from her.

"Not yet!" I ducked back, the image of two perfect breasts topped by two dark nipples above a triangle of dark hair seared on my brain. "Now." This time she was covered up by her dress again, and I could see her bra strap under the open back of the dress. I fastened up the buttons and with a muttered "Thanks." she was gone.

The rest of the rehearsal passed in a bit of a blur, I got all my changes right and remembered my lines and we all sat round afterwards with the director who professed himself to be pleased. "We had a great kiss from Lothario here at last and everything else went well. Except of course Ashley. Just what kept you so long changing, adjusting your make-up, or having a pee were you?" he asked sarcastically.

"No, it's that dress, I can't get the buttons undone then done up on my own."

"Someone will have to help you."

"Obviously, but everyone except Billy is on stage, it's the big beach scene. Only Billy isn't there and he helped me last time."

"Can't we get the buttons changed," asked Valerie helpfully.

"Not in time. Billy will just have to do it again. That is if you're comfortable with that."

"I could always come and help." offered Martin lasciviously," After all we are lovers."

Ashley gave him the dirtiest look I had ever seen. "Not bloody likely. Billy can do it. After all we used to take baths together." To my recollection it was only once after we'd been caught making mud pies and we were only six at the time.

"Fine that's settled. Everyone have a good night's sleep, and for fuck's sake don't have any accidents."

We broke up and Ashley drove me home. "Sorry to drop you in it like that Billy, you don't mind do you?" After what I'd seen I'd have walked on broken glass to get another look and I assured her it would be my pleasure. Which it was several times when I got home.

We had a performance on Friday night and a matinee and performance Saturday evening followed by a cast party, well a few drinks in the pub. Everything went well on Friday, the kiss was even better but I only managed a glimpse of side boob and bum during the big change.

The matinee was a packed house, Mum and my sister were there and I got a big cheer and a "whoop" from my sister at the kiss, followed by lots of shushing and some laughter from the rest of the audience.

When it came to the change, I contrived to linger a little and was rewarded with a view of one breast and just a glimpse of pube as she lifted her leg into the swimming costume. This was getting frustrating, so close to seeing what I'd seen before but not quite. We all hung around between performances and I found myself sitting next to Valerie.

"You're doing well Billy, and I'm quite missing our little practice sessions. Perhaps if you're not rushing off immediately afterwards we could...." She put her hand on the inside of my thigh and I could almost feel her finger touch my cock. I managed to stammer that it would be nice, and then the moment passed, but something in me started to glow. When I had a quiet moment I sent Mum a message saying I might be very late home and perhaps might sleep on someone's sofa to save disturbing them all.

The more I thought about it the more I wanted it, and I found myself squeezing my cock again as I waited for our scene. I was still a bit hard when we went into our clinch and I was sure she could feel it, then during the kiss, which I prolonged a little, I slipped my tongue into her mouth. She stiffened at first then I felt her body relax and mould into mine as her tongue pushed back. Now I was really looking forward to later on.

I was even more ready for helping Ashley, my last chance. This time rather than linger I hurried out, but immediately peered back round the corner. She was facing me as she slipped off her bra and pulled down her panties and once more I saw those delectable breasts and nipples and that little triangle. I nearly came when she lifted her leg to put it into the swimming costume as I imagined her pussy coming into view. She tucked both breasts into the cups and hurried out.

I waited and waited, the time seemed to drag and then I heard the door go. "Billy" she called and I rushed round the corner to see her naked back. I halted in my tracks. "Quickly!" she urged and I moved closer to her as she pulled on her panties and bra right in front of me. I had been standing so close to her I could have touched her. On went the dress and I buttoned it up. She turned to face me. "Last time," she said and standing on tiptoes kissed me on the lips. "Thanks." With that she was gone and I was left standing there, hands by my sides and a throbbing cock in my trousers.

We got a standing ovation and I felt that surge of adrenaline through me that told me I'd be back for more. The jubilant atmosphere carried over to the pub and it was getting quite noisy as drinks were consumed. I tried to get closer to Ashley, but she was being monopolised by Martin.

"That was some kiss," came a voice from behind me. It was Valerie and she reached out a hand to place on my arm "If I wasn't mistaken that was a hard-on you had there, and the tongues, well that was bold. Makes me quite look forward to later if you're still willing." I nodded and she looked over at Ashley and Martin who were standing together in a corner. He had one hand against the wall above them and was leaning into her.

"Looks like I won't be the only one enjoying a young man's cock tonight." At that moment his hand slipped round and cupped her bum and I felt a shaft of jealously go through me. There was a resounding 'SLAP' and everyone's eyes swivelled to see a clearly furious Ashley and a red faced Martin, the imprint of a hand still clear on his face. "I told you to keep your fucking hands to yourself. I am sick and tired of you groping me and if I never see you again it will be too soon." She turned on her heel and stormed out of the pub.

There was a moment's silence then the hubhub started again. Valerie set her drink down and put both hands on my shoulders. "Don't let your childhood sweetheart's evening end like that. Go to her. You and I can catch up another time. She's too important to you to leave like that." She kissed me on the cheek and I turned and left.

I could see Ashley storming down the street and I ran after her, quickly catching up. "Ashley!" I called.

She spun round. "I told you to fuck off.... Oh sorry Billy, I thought it was that obnoxious prick coming after me. Did I make much of a fool of myself?"

"No Ash, there's a queue of women forming in the pub, taking turns to slap him as well." She laughed, then burst into tears and fell into my arms. I held her while the sobbing abated, then stopped. She looked up at me, smiled and dried her eyes. "We were such good friends, I want us to be again. Walk me home Billy will you?" We linked arms and by the time we stopped outside her flat she was back to her old self.

We turned face to face and put our arms round each other. "Kiss me Billy, kiss me like you've been kissing Valerie, you don't know how jealous that's been making me." Our lips met and I put everything into it, feeling her respond. I could feel my cock growing and allowed it to press against her, knowing she could feel it too.

She broke away. "Would you like to come in?"

"Coffee?"

"No, I want you to take me to bed." We kissed again and then she led me by the hand up into the front door and then to her flat door where she paused. "My flatmates are probably in bed or out somewhere."

The only light was in the hallway, most of the doors were shut and she led me to one and opened it, then closed it behind us and switched on the light. For a moment we just stood there, then she turned her back to me. "I want you to undress me again." There was a zip in the back of her dress and I ran it all the way down. She shrugged it off her shoulders and stepped out of it. "Now the rest." I managed to unsnap her bra with only a little difficulty and then slid her panties down and off. She turned to face me, and I feasted my eyes on the sight. "There, now you don't have to peer round that old curtain any more. Come."

She drew me by the hand to the bed and lay down on it, reclining like a figure in a Reubens painting. "What are you waiting for, join me." All that practice changing costumes came into its own and I was naked in no time flat, my cock sticking straight out in front of me. I placed one knee on the bed and slid down beside her. My arms went round her shoulders and we hugged each other tight. "Now make love to me."

My mind went blank, where to start? I felt her hand encircle my cock and stroke it, then she pulled my head down to her breast. I took the hint and nuzzled my mouth up to one of her nipples, gently sucking the brown tip between my lips. It was smaller than Valerie's but longer and I was able to nip it between my lips while my tongue swirled round the end. I heard a soft moan and reached out with my hand to cup her breast. It was surprisingly firm, almost like a water filled balloon and I moulded it in my palm squeezing the nipple up and into my mouth.

She seemed to be enjoying what I was doing and I certainly was, so I rolled her onto her back and set about the other breast, trailing my lips across the valley between them to find an equally hard protuberance. That too went into my mouth, sucking harder and taking as much breast inside as I could.

I rolled over on top of her and felt her hand guiding my cock between her legs, and I started to push forward, but I remembered my lessons from Valerie and how I'd 'got her going' with my fingers and my mouth. Now was the time to put that learning to use and I slid down her body, running my kisses down over her stomach to that triangle of fur and beyond. I could small her arousal, that heady scent of muskiness that sent a wave of excited anticipation through me.

My lips encountered her clit, and I eased her hood apart to reveal that little bud, barely visible but I could feel it hard under the pads of my fingers. Gently I teased it, rubbing circles round it, then ever so softly pressed my mouth to it in a gentle kiss. I could feel her body pushing up against my face, wanting more so I flicked at it with my tongue, then gave it a long, hard lick.

"Oh yes, that's it, just like that." I started to give it the full treatment, alternating my lips and tongue, then my fingers until I could feel her body clearly humming with excitement, then slowly I allowed my tongue to trace downwards. Her inner lips were small and dainty, not at all like Valerie's meaty ones, and as I slipped my tongue between the soft folds I could taste her arousal, her pussy seemed to be flooding me with her love juices and I lapped at them as they soaked my lips and mouth. Then I felt her body go rigid as my tongue found the entrance to her pussy. 'Ice cream cone' I thought and ran the tip of my tongue around the opening then forced it further in. To hell with vanilla or even strawberry, I'd found my favourite flavour and it was woman, aroused woman.

She tasted so fresh, and every few seconds it seemed another surge would come from her. I eased a finger inside, she was just as warm and wet as Valerie, but tighter and her walls held my finger like a velvet glove. I managed another finger and could feel her stretching round me as I began to corkscrew them in and out, seeing the tendrils of love juice stretching away until they snapped.

If her body had been humming before it was positively vibrating now and I was having difficulty in keeping my face glued to her and my tongue inside her, then I felt her hips rising off the bed as her body arched and her pussy clamped round my fingers as she began to judder. She bucked hard and I had to hold her with my hands to keep myself against her as floods of juice ran from her pussy coating my face.

Then she was still and her body collapsed back onto the bed with a long sigh. "That was marvellous Billy, but I want you inside me now." Bidding what I hoped was a temporary farewell to her pussy, I slid back up her body, pausing at her breasts to feast on them again. Our mouths met in a kiss and it seemed so natural, not forced or acted, it was as though we were meant to be together.

"I've made you all wet," she giggled, "now it's your turn to make me wet. Fuck me Billy, fuck me until you cum inside me." I could feel my cock nudging against her softness and pressed forwards. It slithered and slipped a bit, then there was almost a click and I knew I'd found the entrance to her pussy. Inch by inch I eased forward, feeling that tight soft tunnel slowly accept my cock until I was right in and our bodies were touching.

She let out another long soft exhalation, "That feels even better, now make love to me all night." I was under no illusions about all night, but equally I wanted this to last, and I could hardly tell her all about my day, she'd think I was mad.

So I slowly started to ease my cock in and out of her, just gently rolling my hips. It felt so good, particularly when she began to match my movements and I could feel her pussy squeezing and releasing me with each stroke. Desperately I willed my thoughts away from what we were doing, what I was feeling. It seemed so wrong not to be savouring every moment, I might never have this opportunity again, but at the same time I wanted it to last.

Surprisingly, just as the kiss had seemed so natural so did making love to her. I was able to make love to her without feeling the immediate need to cum, and as I relaxed I began to enjoy it more and more. Not only the personal gratification that was flooding my body, starting with my cock and expanding outwards, but the pleasure that comes from pleasing others. And I knew I was pleasing her, the soft moans and grunts from her throat, the way she pressed her body against mine and her hands that fluttered around me, running along my back, over my arms and head.

How long we moved like that I couldn't tell, time seemed to have stopped, we were in our own world, nothing existing outside of the confines of our bubble. Then I felt her change, suddenly there was an urgency to her movements, the long, languid tempo of our bodies was being forced by a new earnestness and my cock began to thrust harder into her.

I felt a sheen of sweat on our bodies and a warmth started to develop deep inside me, building and building. A tightness enveloped my balls and I knew my climax was not far away. This time there was no attempt to suppress it, I allowed it to run and develop naturally, and somehow I knew it would be all right.

The urgency became almost a desperation, our bodies slapping together, my cock hammering into her pussy, penetrating deep then back out again, almost escaping only to plunge back. I could feel her hands on my back, fingers digging into me like talons. Then she cried out, "Billy!" and I could feel her pussy clamp even tighter round me as her body started to convulse.

I lifted myself up on ramrod straight arms, I could see her face contorted into a rictus of a grin, her breasts oscillating wildly on her chest, nipples hard and dark and then like an express train it roared through me, blood singing in my ears, and my cock exploded. Spurt after spurt erupted deep inside her as she cried out again. "Yes!" and then as rapidly as it had arrived it was gone and I collapsed onto her body.

Slowly we came back to the physical world and as the realisation of what we'd done began to sink in Ashley smiled at me. "That was nice, no that was more than nice. Can you stay the night?" I nodded, wanting nothing more in the whole world, glad now that I'd already sent Mum a message who I knew would be worried if I didn't come home. Then we settled back into each other's arms and slowly the world dimmed and I slept.

It was light when I woke and my body was enveloped in someone's arms. I opened my eyes and saw Ashley's face looking at me, she smiled and warm glow went through me. I could feel my hard cock pressing against her stomach and felt a little embarrassed by it but she didn't seem to mind as she pulled me into a tighter embrace. "That was lovely last night Billy, I'm so glad we're friends again." I was too, not only had the sex been mind-blowing but when I looked back I realised how much I'd missed her. It was as though I was whole again.

"Can we talk a bit though, I've something really important to say before we take this any further." That didn't sound quite so good and I started to worry. "Billy, I really want to be friends with you, good friends, best friends even, but, and this is really hard for me to say but I can't let myself fall in love with you. It's not that I don't want to, I do, and it would be so easy to do so, but I've been so badly hurt that I can't let that happen to me again. Do you understand Billy?"

I didn't really, two minutes ago I was the happiest person on earth and now there was a bottomless chasm opening up before me and I was falling into it. "But why Ash?"

"I can't tell you Billy, I just can't, you'll have to trust me on this if we're to stay as friends, and one day perhaps things will be different, but just now it has to be friends only." I thought back to what my sister said about her being married with a baby and wanted so much to ask her, but I had to respect her wishes, so I just nodded.

"Meanwhile we can see each other and hang out together and be friends, friends with benefits if you'd like that." I'd heard of the term but had never really understood what it meant.

"What do you mean 'benefits' what benefits?"

"Oh Billy, you dear sweet boy, these benefits." She took hold of my hand and put it on her breast and I could feel how soft and warm it was. "And these benefits." Her hand reached down and grasped my cock and began to stroke it sending wonderful feelings through me, then she slipped down under the covers and I wondered what she was up to, that was until a wonderful warm sensation enveloped my cock and I realised it was in her mouth.

I couldn't help it, my hips started to undulate and I could feel it sliding in and out of her lips, and her tongue swirling round the crown. I'd heard mates talk about blow jobs and how good they were but I'd never dreamed anything could be this good and I wanted it to go on forever.

It was not to be, her bedroom door burst open and a young black woman burst in. She was tall and slim and dressed only in a white bra and panties which contrasted beautifully with her mocha skin. "Have you got any tampons I can borrow Ash, someone's been stealing mine from the bathroom again?"

Ashley sat up, taking the covers with her and to my horror my cock was fully exposed. To be fair she still had her hand round it continuing the rhythm of her mouth, but still! "Again? You know where they are."

"Oh sorry Ash, I didn't realise you were busy." She peered at me, "Billy isn't it? Pauline's sister, Pauline's one of my friends, we go back to school times together. Anyway nice to see you." She opened a drawer and stuck her hand inside. "Thanks for these Ash." She turned tail and left, closing the door behind her.

"You could have covered me up at least." I protested.

"Oh don't worry about Sally, she's not into men these days. Now where was I before I was so rudely interrupted?" Her mouth returned to my cock and I was again swamped by the sensations running through me. "Hmmm, that'll do I think." To my disappointment she stopped and sat up again, throwing a leg over my thighs.

I thought she looked fabulous in this position, her breasts sat proud on her chest, I'd seen and felt them last night, but aside from a quick glimpse whilst she was changing this was the first time I'd been able to really look at them when she was sitting up. They were very similar to my sister's, pert and slightly upturned at the ends with round brown nipples that looked to be made for kissing.

The triangle of hair between her legs was neatly trimmed and I could see her pussy lips just parting between her legs. Her hand was back on my cock and slowly stroking it, then I saw her rise up and part her lips with two fingers then slowly lower herself down onto my very erect cock.

Again I experienced that sensation of my cock opening her up as I slid deep inside her until our bodies were touching then she began to grind against me. I could feel myself slipping in and out and then her pussy squeezed me somehow and it felt even better. We settled into a comfortable rhythm, our bodies just moving slowly together and I marvelled at how at ease I felt, my arousal was bubbling away, but I felt no compulsion to bring it to the surface, each thrust was accompanied by a lovely feeling and from the look on Ashley's face she was experiencing the same.

"So how often can I enjoy these benefits Ash?" I asked.

"Whenever it is convenient for both of us and we are in the mood." I knew I'd always be in the mood, and could always find time. "But you mustn't live your life waiting for me Billy, if the chance comes along for you to be happy with someone else then you must take it." I recalled what Valerie had said to me about taking all the opportunities that came my way. Perhaps they were right, and I resolved to do so, although deep down inside me I knew what it was I wanted.

There was silence between us for a while, then I discerned a change in Ashley, she was moving just a little bit quicker and I matched her tempo, meeting her with thrusts of my own and I could feel my prick penetrating deeper, our bodies clashing a little bit harder. Gradually we built it up until we were almost battering into each other. I reached up to her breasts and cupped them, running my thumbs over her hard nipples, she smile down at me, but here was another look in her face, as though she was searching for something inside her.

Whatever it was she found it as she began to pound onto me and I dropped my hands to her hips to aid her. Her breasts jiggled on her chest in a most stimulating manner and my arousal that I'd previously been able to keep in check now started to bubble up and threaten to overspill. "Now Billy, hard." she exhorted and we became almost frantic, then I could feel my orgasm starting, building from deep inside me and with a cry I felt myself explode inside her.

"Yes, that's it!" she cried in response and I saw her head go back and a keening broke from her mouth and I could feel her pussy pulsing round me. Spurt after spurt I pumped into her until I was empty and suddenly we were still.

She collapsed onto my chest, her breasts pressed against me "Oh Billy, if only..." For a moment I thought she was crying, but she gave her eyes a wipe and nestled into my neck. When our hearts and lungs had returned to normal she slipped off me and I felt my cock slip out of her.

"I think I'm going to enjoy the benefits of being friends with you Billy, where did you learn to please a woman so well." I could hardly tell her it was Valerie, so mumbled something about being naturally gifted which earned me a playful smack.

"Now you'd better be going or your mother will be worried. She did know you were not going to be home didn't she?" I remembered the message I'd sent her and felt a little guilty when I thought it had been because I was going back with Valerie at the time, until fate and Martin had intervened.

She lay there and watched me dress, then I gave her a kiss and fondled her breast and slipped out of her room closing the door behind me. Sally was in the kitchen and looked up as I passed, "Bye Billy, send my love to Pauline and I hope to see you again. Soon." With a wave I was gone.

There was a skip in my step as I walked home, but deep down something was gnawing at me, I had a bad feeling about something but couldn't pin it down. Nevertheless the prospect of making love to Ashley again, soon had me whistling cheerfully. I let myself in the front door and heard Mum call out, "That you Billy, come in here we've got a visitor."

I followed her voice into the lounge and stuck my head round the door. There sat Mum and to my utmost shock, Valerie. My heart started to pound, what was she doing here? Was I in trouble? What was she telling Mum?

"Mrs Harrison, sorry Valerie as she insists I call her, was just telling me how much she enjoyed being in the play with you. Mind you I was a little surprised when I saw you kissing on stage. But that's acting I suppose. Would you like a cup of tea, I don't suppose you've had breakfast have you?" She got up and headed off for the kitchen.

I turned to Valerie, "What...?"

She held her finger to her lips. "I bumped into your Mum when she came to the performance and told her I was just passing and called in on the off chance of catching up with her. We've been having a nice chat."

"You've not told her about...."

"Of course not. But it was you I really wanted to see. Can you come round after work on Tuesday? I really enjoyed our lessons and I thought it would be nice to continue them." My mind flashed to Valerie and me in bed and then to Ashley and her exhortation to take whatever opportunities came my way and I nodded.

"OK then about six-ish?"

Mum came back at that moment with a tea for me and some cake for all of us and I sat and made polite conversation with my Mum and my 'teacher' until Valerie said she had to go. We all shook hands as she left although there was a distinct press of my hand in hers and a knowing smile.

I went upstairs and showered, then with a towel wrapped round my waist went into my room to dress. The door was barely shut behind me when there was a knock on it and my sister appeared in the doorway.

"Pauline!" I cried, "I could have been naked."

"Well it seems everyone else has seen your cock so why shouldn't I?"

"What do you mean?" I had a distinct sinking feeling in my stomach.

"I've had a message from Sally, apparently you spent the night with Ashley and Sally caught you in a compromising position this morning."

"She was another one who came in without knocking and anyway she was half naked as well."

"What did you think of her?"

"I wasn't exactly concentrating at the time, but she looked very attractive. Why?"

"Nothing. So do I get to see your cock or not?"

"No. Now get out and let me get dressed." I bundled her out of my room and wondered just how far the news had spread.

Fortunately that seemed to be it, the rest of the day passed without any further revelations and no-one mentioned anything at work on Monday. Aside that is from a few people who'd been to see the play and I got a fair bit of ribbing about snogging my old teacher. If only they knew I thought, and my cock stirred at the prospect of Tuesday night.

Valerie had encouraged me to masturbate before seeing her the last time and I didn't know whether I should this time. In the end the prospect of more sex with her and memories of Ashley combined to leave me with a stiff cock for much of Tuesday and eventually I gave in and had a wank before I left work.

I felt really apprehensive as I approached her door, 'stage fright' I supposed I should call it, and it took a moment to compose myself to ring the bell. Just as my finger touched the button the door opened and there stood Martin.

"Oh!" both of us exclaimed at once.

"Martin was just leaving." came Valerie's voice from behind him and he stepped outside. We shuffled round each other and then he stalked down the path and away. "Obnoxious prick! Sorry about that Billy, I couldn't get rid of him." I was dying to know why he had been there but waited for Valerie to enlighten me.

"He came to seek my support to make him Director for the next production, he's even chosen what he wants to do. Needless to say it stars him as well with your Ashley as the leading lady again. I sent him packing with a flea in his ear." I loved the sound of 'your Ashley' until I remembered our last conversation.

"Well come in, do you want a cup of tea?" I wondered if Valerie started off every sex session with the offer of a cuppa or was she just trying to mother me? "No, well let's go upstairs then."

I followed her bum up the stairs and into her bedroom where I started to strip off expecting her to do likewise. "No, no, no, young man, ripping off your clothes is OK if you're going to have a quick fuck, but women like to be seduced and pampered if you're going to make love to them. Come here and hold me in your arms."

I approached her and pulled her close to me, much as I had during the play, then tentatively kissed her, a kiss that she returned, a kiss that became more passionate and I could feel my cock start to stiffen. Was that Valerie pushing back against it? She broke away, "My, you have come on a long way. Now unbutton my blouse, and do it sensuously, not as if you're undressing a mannequin." I pulled back and looked at her blouse, it was buttoned right up to the neck and I undid the top two buttons, then pulled the material aside and kissed her neck.

"Mmm, that's nice." As I progressed downwards I trailed kisses over her, her bra came into view and I saw that she changed the plain white one for something a little sexier, pale pink lace through which I could just about make out the dark shadow of her nipples. I kissed the tops of her breasts and then took a nipple into my mouth, but instead of nibbling on it, I blew, my warm breath passing through the material. Another "Mmmm."

I tugged the tails of the blouse from her skirt and peeled it off her shoulders. "Now a decision needs to be made, skirt or bra, there's no right or wrong answer." Mentally I tossed a coin and found the zip for her skirt, sliding it down. The skirt came loose and I helped her step out of it, noting the matching knickers. I could see the bulge of her pubic mound in them and dropped to my knees and pressed my face to her pussy, doing my trick with my warm breath again, blowing through the soft cotton. I felt her hands hold the sides of my head, pulling me against her. I could detect the scent of her pussy, a damp musky aroma, that went right to my inner being.

I stood up and kissed her again, one hand round her shoulders, the other exploring the contours of her bum, pulling her against my hardness. I could feel her responding, grinding her pussy against me and slid both hands up to her bra strap. My fingers fumbled at the clasp, trying to work out exactly how it went, but it just wouldn't come apart. I made to turn her round so I could see what I was doing, but she stopped me. "Well that's a passion killer. Removing a bra is 'Undressing a Woman 101', if you can't master the basics you are going to get nowhere fast. You have to flick your thumb and middle finger together as though you're clicking your fingers. Now try it again."

I tried again and on the fifth attempt it worked. I could see the technique now, so simple really. Valerie fastened it up again and I tried again, and we repeated the exercise until I felt proficient, but I saw her point, any momentum we'd built up was well and truly gone. "And another point to bear in mind, you're still fully dressed, now you could argue that was my job, but if I don't then you've got to do it as you undress me." All of this was making sense, but then she was a teacher and I quickly stripped off my shirt and pulled her into me again.

The skin on skin contact felt good and I used my new-found skill to unsnap her bra and ease it off her shoulders. Our mouths made contact again and I teased her with my tongue as my hand cupped her breast. They were much softer than Ashley's, but breasts were breasts and a breast in the hand was worth... I teased her nipple and felt it go hard, then still kissing her, slipped my hand down between her legs and ran my fingers along her panty covered pussy. I could feel the indentation of her slit as I pressed my fingers into her and emboldened by the sudden thrusting of her tongue into my mouth I slipped my hand inside the waistband. My fingers encountered her crinkly pubes, then they were in her slit and I could feel the wetness coming from her pussy. It only needed one finger to penetrate her to make her gasp.

She broke off the kiss and pulled away and I wondered what I'd done wrong, but her hands went to my trousers and deftly undid them before yanking them down with my briefs past my thighs. My cock sprang up and her hand went round it to begin stroking up and down. She turned us round and sat back on the edge of the bed and then opened her mouth and sucked my cock deep inside.

It was my turn to gasp as the shock ran through me and her lips closed round my girth and her tongue swirled round the crown. Expertly she manipulated me by the base whilst using her mouth on the end and abstractly I wondered who taught women to do that, it was every bit as good as Ashley had been, and all the more surprising given Valerie's prim and proper nature, that I was only just realising concealed a very passionate woman.

I was just beginning to worry that I was going to cum, when she released me and rolled back on the bed. She lay there, her breasts flat against her chest and her legs apart and I watched as her hand crept between her legs and stroked herself gently through her panties. I trampled off my trousers, getting one leg hopelessly inside out as I hopped from one foot to the other and then put one knee on the bed.

"Oh no young man! Only the uncouth make love with their socks on, it is so inelegant and betrays a lack of proper etiquette." I gathered she wanted me to take my socks off and did so, earning a smile as she held her arms out to me. I slipped between her legs and settled on top of her, our mouths meeting again as I fondled a breast, then slowly I slid down until I could lick her nipples, sucking them gently between my lips. Down further I went until my mouth encountered her panties, should I have taken them off already I wondered? Whatever, it was too late now and I kissed her through the cotton, then ran my tongue round the edge of her panties.

She was pushing up against me, wanting more and I slipped my fingers in the waistband and oh-so-slowly drew them downwards. The top of her pubes appeared first, that salt and pepper mix and then her clit, just visible. I flicked at it with the tip of my tongue and felt her tense up as a soft groan came from her mouth. I looked up, her eyes were shut and her hands were on her breasts.

Down further with her panties and there were her labial folds, crinkled and meaty. I placed my mouth on them and kissed her tenderly, before sliding her panties right down. She obliged by lifting her legs up in the air and I took them right off as her puckered arsehole came into view. Down came her legs and they opened up wide as my mouth closed on her pussy again. This time it was no tender kiss, I pushed my tongue between her lips and ran it the length of her slit, tasting the juices that were already flowing out of her, fresh on my tongue and lips.

"Ice cream cone." she murmured, but I didn't need reminding as my tongue sought out every crack and crevice in her pussy, then for good measure I pushed two fingers deep inside her. Her pussy stretched open and then her lips closed round as I started to saw them in and out while my tongue tormented her clit.

"Billy!" she called out, a note of warning in her voice and then I felt it, a flood of juice from her pussy as it clamped down on my fingers and began to pulse. Her body had gone rigid and for a second I panicked until I realised she was cumming, the strength of her orgasm screwing up her features as though in pain. Slowly she began to relax and her features softened as her eyes opened and met mine. "I think you've been doing some homework, I presume the lucky girl is Ashley." My grin told her all she needed to know. "Good. You two always had something special. Now show me what else you've learned."

I slid up her body and my cock encountered the softness between her legs, she grimaced for a second and twisted slightly and then I was inside, my rock hard cock parting her walls as it slid deep inside her until our bodies met. I began to roll my hips and felt her match my tempo and soon we were moving as one. I could feel the waves of pleasure coursing through me and see the effect it was having on Valerie, her eyes were shut once more and her head was rolling from side to side.

I upped the pace, thrusting hard into her and was rewarded with a passionate kiss, her hands clamping the sides of my head and her tongue fighting inside my mouth. She broke away and I heard her breathing change, each lungful of air coming in progressively shorter gasps until I could scarcely believe she was actually getting any oxygen into her body

A wild look came into her eyes and then her body started to shudder and writhe and she actually stopped breathing, her mouth opened in a silent scream and then she just collapsed back onto the pillow and everything went limp. Her chest started to lift up again and her breathing began to become more regular as I peered anxiously down at her.

"Valerie?" I enquired, "Are you OK?"

For a second there was no response and then she opened her eyes and looked into mine.

"I don't think I've ever cum so hard in my life and certainly not twice. Can you give me a minute?" She eased me off her and I rolled to her side as I observed her body slowly get back to normal. She looked down at my still erect cock and slid a hand round it. "You've not cum yet?"

"No but I can..."

She put her finger to my lips, "In that case I think a treat is called for, for both of us." She rolled over to one side and slid open a drawer from which she pulled out a tube of something. She took the cap off and reaching behind her, smeared a good lump between her bum cheeks. I couldn't see exactly what she was doing and I wondered if I'd hurt her and she was putting some antiseptic on. Then she smeared some over my cock, her hand slipping easily round and over the end.

"Right, that should do, I'm surprised that stuff still works, the sell by date must be years ago by now."

She rolled over and got onto all fours, facing away from me and I could see her arsehole glistening above her pussy lips. "Right now Billy. I want you to put your cock in my bum."

I couldn't believe I'd heard her correctly and all that came out of my mouth was, "Pardon?"

"Billy, I want you to fuck me in the arse, is that clearer? Now get on your knees and do it before I chicken out, it's been years since I've done this." In a daze I knelt behind her and pushed my cock up against her arsehole. There didn't seem to be a hole at all, all the skin was puckered tightly round it, meeting in the smallest pinprick in the middle. All that happened was that my cock skidded off and up her back. I tread again, this time bracing my rigidity in my hand and I could feel something start to give way.

"Slowly now Billy, this takes time and patience to do properly." Again I pushed and made a little more progress but it felt like I was pushing against a brick wall.

"Here, put some more on, put some on your finger and put it inside." She handed me the tube and I squirted a good dollop on my finger and placed it at the centre of her arse and pushed in. My finger slipped in easily and I twirled it around a little, drawing it in and out a few times. "That's right, give it a good do. Now put a second one in." This time it was more difficult, but I managed it, intrigued by the sight of my fingers in a hole I'd never dreamed of touching.

"Now try again." I lined my cock up again and braced it as before then pushed firmly forwards. To my amazement it started to disappear, sliding in an inch or so. It felt incredibly tight and it must have hurt like Hell.

"Stop for a moment Billy, let me get used to it." I could feel her flexing her muscles, squeezing me and then she told me to move again, but slowly. I did so and it went in further, and then further and then it got really tight.

"I think that's it Billy, now just fuck me, but gently please." I began to ease in and out of her, as slowly as I could, and it was an incredible feeling, everything was so tight round me, and I wondered what it felt like to Valerie. I heard a soft groan break out of her and I stopped, "No, no, go on, it's starting to feel really good now. Keep going."

I could see my cock sliding in and out of her, stretching the rim of her arse until I thought it had to split, but it didn't and bit by bit I could feel Valerie start to push back at me. I saw her hand go between her legs and push two fingers into her pussy and pump in and out as her palm slapped against her clit. Her head started to fall downwards towards the pillow as supporting her weight on her arms began to take its toll, until her arse was right up in the air.

It was probably the most erotic sight I could ever imagine and I could feel my balls start to tighten as my arousal grew. "Valerie," I croaked, "I'm going to cum."

"Yes Billy, it's all right, cum inside me. Fill my arse with your cum."

That did it, my orgasm burst through me and I flooded her with pulse after pulse of spunk, it was like cumming in a condom so restricted did it feel, as my body filled with waves of pure pleasure. One last pulse and I stopped, unsure now what to do.

"It's OK, Billy, just pull out gently." she instructed. I eased my cock out, seeing her arse gaping open, then it slowly began to close. A hefty dollop of cum slipped out and ran down her legs. "I think we'd perhaps better go and clean up a bit."

She put her hand between her legs and rolled off the bed, moving a little gingerly as I followed her into the bathroom. She settled down on the toilet and indicated the basin for me to wash my cock. It wasn't as bad as I thought it could be, as I rinsed it down, one eye half on Valerie as she wiped herself very carefully, examining and grimacing at each piece of toilet paper.

"There, that should do it until I can have a bath." She looked up at me and smiled, then I heard the sound of liquid splashing into water and I realised she was peeing. I made to go, but she stopped me, "You should always have a pee after sex, it cleans everything out. Well most things."

She wiped herself again and stood up, then led me back to bed. "Just a quick cuddle then you must be off. Thank you for that, it really is the most heavenly feeling when you cum in my bum, on par with cumming in my pussy, but it's not something I think I could do all the time. Only for special times and for special people. Remember that Billy, and don't ever force a woman to do it, it's not for everyone."

She pulled me in tight and hugged me. "Right now off with you before I'm tempted further." I got out of bed and dressed as she watched me, then I bent down and kissed her goodbye.

"Would you like me to come round again?"

"I think I'd like that very much Billy."

Mum and Pauline were sitting up watching TV as I got home and I went and joined them. Mum as usual fussed around me, asking if I was hungry or thirsty, then she disappeared to make me a 'little something'. Pauline looked at me, questioningly. "Ashley?" she asked. I shook my head and she raised an eyebrow, "You are getting around a bit these days aren't you?"

I didn't hear anything from either Ashley or Valerie for a few days, then on Friday afternoon a message popped up from Ashley to say 'they' were all meeting down the pub that night and it would be nice if I came as well. I was overjoyed, and couldn't wait for the day to finish. I wolfed down my tea and explained to Mum that I was going out and might stay over with a friend. Luckily she didn't interrogate me any further as to who this friend was but Pauline said she was going out as well and it transpired that we were going to the same pub.

We walked down together and we were a bit later than everyone else and it was quite busy when I we got there. I looked for Ashley but couldn't see her, although it seemed that everyone else I knew was there, some of my old mates and what seemed like half the cast of the play. Notable absences from what I could see were Valerie and Martin. I was standing at the bar getting a drink for my sister and me, when some arms came round my chest and a kiss was planted on my cheek.

"I didn't think you were coming." I turned to see Ashley looking as gorgeous as ever. The two girls exchanged hugs and Pauline headed off to find her particular crowd. Ashley moved in close to me, and whispered in my ear, "Benefits tonight?"

My heart leaped in joy as I nodded. "Good, because I've got a visitor coming and we won't be able to do it next week."

"A visitor?" I asked, without thinking, "Who?"

"Not 'who', 'what' silly." I looked blankly at her. "My period."

"Oh" was the best I could manage, I knew about periods of course, in theory at least, my sister moaned enough about them to Mum, and I'd investigated in the tampon box in the bathroom cupboard, but I'd never really experienced them first hand as it were.

It was good to catch up with everyone and I had a good time, Ashley and I kept bumping into each other and we'd smile, and I wondered if she was having the same thoughts about later as I was. I couldn't wait to make love to her again and several times found my mind wandering off whilst in the middle of a conversation with someone else.

Pauline disappeared for a while, but then I saw her in deep conversation with a black woman and remembered it was Sally, Ashley's flatmate. It seemed like the whole crowd was there, but then we lived in a small place and there was only one decent pub and it was bound to happen every now and then.

I was beginning to get a little impatient, people were drifting away and I hadn't even seen Pauline for a while when Ashley came up to me, "Ready? Do you mind if we leave separately, I don't want people to know." I was a bit disappointed that she had said that, was she embarrassed at being with me, or was it just the 'friends only' aspect? I pushed such thoughts away, I was just pleased to be with her.

We met fifty yards down the road and she enveloped me in such a kiss that all my concerns disappeared, "I've been wanting to do that all evening. Sorry about all the cloak and dagger stuff, but only my flat mates know about us, and I'd like to keep it that way if I can. You don't mind do you?" We set off down the road arm in arm heading for her flat and I was looking forward immensely to getting there, in fact I was starting to get ahead of myself, mentally picturing myself undressing her and without thinking my fingers started rehearsing how I'd impress her when I took off her bra.

My reverie was interrupted, "Isn't that where Valerie lives?" I came to and turned to see that familiar door, and above it the window to her bedroom. I felt really guilty and tried to cover it up as best I could. Ashley didn't seem to notice though. "Look there's a light on in that window, wouldn't it be fun to go and surprise her."

My heart sank at the prospect, I was sure that Valerie wouldn't give the game away, but for me it would be excruciating. At that moment the light went out and we kept on walking, much to my relief.

All was dark at Ashley's flat and all the bedroom doors were shut. "Shush, they must all be in bed if not asleep." We crept in and closed her door behind us then we were in each other's arms our mouths locked together. I could feel my cock getting hard and Ashley's body pressing up against it. Her hand slipped down between us and rubbed it through my trousers, "Mmm, I can't wait to have that inside me again, filling me up with your lovely hot thick cum."

We broke apart and took off our jackets and then keeping her eyes fixed on mine she pulled her top over her head. Her bra was completely see through, her nipples round and brown beneath the transparent material. My eyes went wide at the sight and she smiled, "These have been waiting for you all evening." I bent my head and kissed one, softly fondling her breast with my hand. Casually I slipped my hand behind her and with a flick of my fingers tweaked her bra fastener. It worked! The strap parted and she shucked the garment off to reveal those breasts.

My mouth went straight to a nipple and sucked it in, nibbling with my lips, then stood straight and turned her away from me, stripping off my shirt as I did so. I reached round and cupped her breasts. taking their weight as our bodies came together, skin on skin. My cock was pressed against her bum and she was pushing back into me. My hands dropped to her hips and I pulled her back, dry humping her, then reached round to undo her jeans before sliding them down her legs.

She stepped out of them and nestled back into me, the now very apparent bulge in my trousers directly next to her soft panties. My hand slipped in-between her legs and started to stroke where her pussy lay underneath. I could feel the softness of her folds and as I pressed harder my fingers found the indentation of her cleft, then my hand slid up to the waistband of her panties and was about to slide down inside when she grabbed my wrist.

"Sorry Billy, just give me a second will you?" Puzzled I pulled away and watched as she pulled down the front of her panties and peered inside. She reached a hand down and touched herself then brought it up again to her face and examined it, sniffing at her finger tips. "Oh, no, looks like my little friend has arrived early. For a moment I didn't know what she was talking about, then it hit me. Her period.

"Sorry," she apologised again, "that means we can't...."

"Do you want me to go?"

"No, of course not, we can still sleep together and do... other things. You get undressed and into bed while I sort this out. Don't go away." she added unnecessarily. She turned to the door and disappeared out and I pulled off my trousers, briefs and sock and slid into the bed. Automatically my hand went to my cock and started to stroke it, wondering what she meant by 'other things'.

I didn't have long to wait, she reappeared still wearing just her panties. "Typical of this place, there's never any around when you need one." She opened a drawer and reached in. "Don't look will you."

I closed my eyes, well pretended to, still peering through slits and watched as she peeled off the paper wrapper from long thin stick. Down came her panties, then she flexed her knees and put the stick to her pussy. I stared agog as it slowly disappeared inside her, then she tugged a little string out and pulled her panties up again.

"There all done, you can open your eyes now." I opened them fully to see her approaching the bed, then she slipped in beside me, and immediately pulled me into a tight embrace.

"I see he hasn't gone away, now how can we make it up to him." She clasped my cock and started to stroke it, so much nicer than my own hand.

I lay back and relished the feel of her hand on me, wondering what I could do with my hands. "Can I touch you?"

"Yes, of course, but I wouldn't advise you to put your hands inside my panties, it should be all right but you never know." I cupped a breast, as ever firm yet so soft and felt her nipple harden. "That's nice, but they can get very sensitive at this time so be gentle." That was fine by me and I sucked it into my mouth, swirling my tongue round the hard nub, this was no where near as good as being inside her pussy, but I was in her bed and to me that meant a lot, never mind her hand on my cock.

She switched hands creating a completely different feeling, then rolled me onto my back and I wondered what was next. Her head went down and then her mouth engulfed me, her lips closing round me and sucking me deep inside. Immediately I was assailed by that tremendous feeling, enhanced by the sheer intimacy of the act and I watched almost in awe that she would do something like that for me.

"You like?" She looked up at me, my cock slipping momentarily from her. I could only nod, "Good because I love doing it to you." She returned to me, swamping my senses once more as her lips and tongue worked their magic on me.

It seemed to go on for ever, and then I could feel something start in me, a tightening of my balls and I knew my climax wasn't far off. I was torn between letting myself go and allowing it to overpower me and prolonging the sheer pleasure that Ashley was giving me. In the end the choice was taken out of my hands, it was as though she sensed how close I was, she began to rub the base of my cock whilst taking me deeper into her mouth, and then I felt something tight round the tip, and realised she was actually taking me down into her throat.

At one point she seemed to be gagging, but after a short pause she resumed and the incredible sensations started again. I could feel the tension in me and then that surge that presaged the eruption and I called out in warning, pushing her head away from me.

She shook her head and if anything took me deeper and then I felt the first spurt, swiftly followed by a second and I was cumming, actually cumming inside her mouth and she seemed to be swallowing it, her throat working overtime. I stopped and looked down at her as she slipped my cock from her lips and wiped them with the back of her hand.

"There, that makes up for it doesn't it?" I pulled her up and kissed her, tasting myself on her lips. I so much wanted to tell her I loved her, but her words about only being friends ran round my mind and I bit the words back, contenting myself with hugging her tightly as our kiss continued.

"My turn now, do you want to help?" She rolled onto her back and I saw her hands go down to the front of her panties and begin to stroke round and round. "Kiss my tits, I love it when you do that." Happily I started to kiss and nibble her breasts, moulding and fondling them with my hands, sometimes letting my lips stray to her mouth and neck then back again. I longed to do the same to her pussy but knew I couldn't, I vowed to make it up to her when her friend went away again.

I watched the changing expressions on her face, saw the change in them as her arousal grew, from enjoyment to desperation as her hands worked harder and harder between her legs. Lifting my head I could see her pussy lips changing shape under the pressure of her fingers, could imagine what they looked like, squashing and moulding, the pinkness between them showing.

Her body had started to move, almost writhing as the waves of pleasure coursed through her, hips rolling around her hand still busy on her pussy. I reached down and covered her hand with mine, then pushed it to one side as I took over. "Billy!" She warned, but made no move to stop me. I could feel the softness of her under her panties, the warm dampness of the material as my fingers rubbed and circled.

She began to lift up, pressing back against me and I tore my gaze away to return my lips to her nipples. Suddenly her body started to shake and her breath came in gasps as her orgasm swept through her and I pressed hard into her, then totally on an impulse I pushed my hand under the elastic of her panties and cupped it round her pussy.

"Billy!" She shrieked and mashed her mouth to mine, her tongue scrabbling inside my mouth as she ground herself against my hand. I could feel the heat radiating from her as her hips worked against me and her thighs trapped me.

Then she was still and she broke the kiss and held my head in her hands as she stared into my eyes, and I swear I could see them glistening. "Billy, that was so unexpected and so.... exciting and lovely. No-one has ever done that to me and I could love you for it."

There, she'd used the word, albeit with a 'could' attached and I positively glowed inside as we lay back and held each other until sleep overtook us.

It was light when I woke to a niggle in my bladder, I tried to relax and make it go away but it wouldn't until I knew I'd have to get up and have a pee. I was initially tempted to make a dash across the hallway naked, but the prospect of bumping into one of Ashley's flatmates was too horrendous to contemplate, so pulled my briefs on before carefully opening the door and peering out. All was quiet so I turned back to the door and slowly pulled it shut, turning the handle so as not to make any noise.

I turned back and there she was, just coming out of one of the other doors. Like me she was dressed in just a pair of panties and I could see some delectable breasts with lovely pointed nipples and then she turned and I saw her face.

"Pauline?"

"Billy?"

We spoke at the same time, loud whispers that nevertheless seemed to resonate round the walls. She was the first to react as an arm crossed her breasts to hide them from me, albeit too late as they were now ingrained in my mind. It wasn't my first sighting, but undoubtedly the best.

"I knew this would happen." she said, "I told her but she said it would be all right. Are you going for a pee as well?" I nodded, but indicated she should go first. She slipped into the bathroom and I debated going back into Ashley, but didn't want to wake her, so stood there waiting and listening to the sound of pee splashing in the toilet, then a flush.

She came out and, stood to one side as I moved towards the door. "Can you not say anything about this to anyone until we've had a chance to talk about it."

"Sure." I wasn't sure what needed talking about but in the interests of family harmony I was prepared to agree. I crept back into Ashley's room and removed my briefs then slipped back into bed.

She turned sleepily to me, "I thought you'd gone without saying goodbye."

"No, just needed a pee."

"You didn't go like that did you?" Her hand snaked out and fondled my soft cock which started to respond by getting hard.

"No."

"Shame. They would have got such a surprise. A lovely one but still a surprise." I was going to tell her that it was someone much closer to me that had got the surprise, but remembered my promise and kept quiet.

Ashley didn't seem inclined to go back to sleep, instead preferring to play with me, and soon my cock was rock hard and being vigorously stroked by her until I erupted all over her, covering her stomach and breasts in cum.

"Now perhaps it is time for you to go, I need to have a bath to wash all this off, and much as I'd like to share it with you, I think we'd better not."

I made my way home where Mum, of course, was waiting to feed me. "So who is this friend you've been staying with?" It was the question I'd been dreading. I nearly made someone up, but couldn't bring myself to tell deliberate lies to my mother.

"Ashley Simmonds Mum. Remember her from Primary School."

"Ashley, of course I do, such a lovely girl, I heard she'd moved away though. She's back, obviously. Is she your girlfriend then?"

"I hope so Mum."

"Good, it's time you got a girlfriend and got settled. Perhaps your sister could take a leaf out of your book, there doesn't seem much sign of a boyfriend on the horizon yet." Mum left it at that and I breathed a sigh of relief and wondered just what Pauline had been doing half naked with one of Ashley's flatmates, probably Sally I reflected.

My sister didn't come home for a few hours and when she did she clearly didn't want to have the talk she promised me. She chatted away normally, but managed to avoid being alone with me somehow and although curious, I left her to take her time about it.

We all went to bed at about the same time and I lay in my bed in the dark playing with my cock. I wasn't really masturbating, just enjoying the feeling as my mind wandered over the past 24 hours, culminating in the sight of Pauline's breasts that morning. My cock gave a little twitch at the memory and suddenly the prospect of a proper wank seemed like a good idea.

I was just getting into it when I heard my door open and Pauline's whispered voice, "Are you awake Billy?

"I am now." The door shut and before I knew it the bed dipped and Pauline slipped in. "What the Fuck?"

"Shush. We don't want Mum to hear and certainly not that word."

"Well what are you doing in my bed?"

"I used to get in with you a lot remember. I felt so safe and comfortable in bed with you, and we'd talk and tell each other things, you'd tell me all about Ashley and she sounded so wonderful."

"Pauline, I was seven or eight and you were five. I'm twenty five now and more to the point I'm naked."

"Are you?" A hand snaked out and grabbed my still hard cock. "So you are." She sat up and there was a rustling and then she lay back down again. "There now I am as well. Feel." A hand grabbed mine and before I knew it I was holding a very firm feeling breast. Fair's fair after all."

"Pauline, what is it you want? "I asked, reluctantly releasing her breast.

All went quiet for a bit then she started. "It's about this morning." I went to say it didn't matter but she stopped me. "Please hear me out before you judge me. I was with Sally all night, in her bed, making love." My mind reeled, and I wouldn't have been able to say anything even if she'd have let me.

"As you know we were good friends at school, then we both went to university, different ones and we didn't keep in touch much. We met up once or twice during the vacations but that was all. I lost my virginity at Uni and I found I really loved sex, I wasn't exactly promiscuous, but there were quite a few men and once or twice women as well. I just wanted to experiment, but it didn't do much for me, I enjoyed having a cock inside me too much.

"Then I came home and got a job and re-connected with Sally. It all started one evening when we were out, I found myself looking across the room at her, she had changed, she was so stylish and mature and I found myself staring at her. She caught me looking and came over and we started talking.

"She'd pretty much followed the same route as me, men, but she'd found she enjoyed woman as much and was I interested in taking things further? I couldn't believe she'd said that, but something stirred in me and before I knew it I was in her bed and we were making love. That was six months ago and we've become closer and closer and now she's talking about us moving in together, but I'm not sure I want that. I mean, what would Mum think of that? Or you for that matter?"

I was stunned, my sister a lesbian? Or as good as. I really didn't know what to say, then I thought of all the good times we'd had together, there had been not so good times as well, but there was always that bond between us and deep down in my heart I knew she would always be there for me, and had been.

"Sis, I love you and always have and always will. If that is what you truly want to do then I'm wholeheartedly behind you and I know Mum will be as well, once the shock has worn off. You'll know that when she invites Sally round for Sunday Lunch!"

Pauline twisted round to face me and looked into my eyes as she put her hands on my shoulders. "Really Billy, you're not just saying that?"

"No Pauline, whatever you need from me I'll be there."

She stared at me for a second then leaned forward and planted a huge smacker on my lips, then another and another, only that one didn't go away, we continued to kiss and I could feel her pulling me closer into her body. It sent me straight back to when we'd practiced kissing for the play and had the same rather predictable result on my cock. To my mortification I could feel it growing harder and start to press against her body. I won't say I wasn't enjoying the kiss, I was, just as I had before, but we were both naked in bed together and I didn't want it to stop.

She broke away and looked at me again, "Oh Billy," she murmured and her lips made contact with mine again and I felt her tongue push inside my mouth. I couldn't help it, my hand went round her breast and squeezed if gently. I could feel her nipple hard in my palm and wondered if she was as turned on as me. The hand on my cock confirmed it, the small fist clasping it and slowly stroking along its length.

I found myself being drawn on top of her and then I was lying on her body, my legs between hers and then I was inside her, my cock had somehow found her opening and slipped in and we were moving gently together, my cock slowly sliding in and out of my sister's pussy. I bent my head and nuzzled her breasts, then sucked a pointy nipple inside, twisting the tip of my tongue round it, teasing and taunting her before sucking it hard inside.

Our bodies were moving so easily together, no frantic rush, no haste, just undulating in harmony and I could feel the pleasure washing through me just as I sensed it in her. Time ceased to exist, we were cocooned in our own warm, snug world and it was as if we'd always been that way, and I wanted it to go on forever.

That changed when I detected a difference in her, first she started to become more vocal, just gentle moans and groans and her breathing was punctuated by short gasps. I could feel her pussy squeezing me as she pushed back and our tempo had changed, both of us now driven by instincts welling up from deep inside us.

Now it became more physical, our bodies dictating the pace and we were slamming harder into each other, faster and faster, my cock splitting her apart as I drove it into her hungry pussy. "Yes Billy, give it to me, now, I want you now." She cried out as her back arched and she threw her head hard against the pillow and I could feel her pussy clamping tight round me. I let it go, released all my passion into her and my orgasm erupted, spraying her insides with my hot thick cum, pulse after pulse filling her up.

Then we were still and we lay there for a short while until I sensed her discomfort with my weight and rolled away. She sought and found my hand and we lay in the darkness recovering our senses. "That was so wrong but so good." she murmured, "Sally will be so envious."

"What? You'll tell Sally?"

"Of course, she had a man the other day and told me in nauseating detail what they did while we made love and I had one of my best orgasms ever. I admit I felt a bit jealous at first, I didn't like the idea of her being with someone else but the sheer carnality was so exciting. Now I can have my very own cock here on tap when I want it."

She paused, "Oh, but then there's Ashley. I can't imagine she'd be too keen on that."

I was silent for a while, then I told her all about being just friends, friends with benefits, but just friends. Pauline was quiet for a while then, "Do you love her?"

"I think so, but she says it can never be."

"That is just so unfair, I'll speak to her.

"No please don't, she'll come round eventually if I'm patient," I silently added a prayer and unconsciously crossed my fingers. We were silent for a while and I began to think she'd gone to sleep.

"Well? Are you up for it?"

"What?"

"Us fucking on a regular basis."

I thought about Ashley, and then Valerie, "OK then."

"Good." She wriggled down the bed and I felt her hand go round my cock and then her mouth engulfed it.

"What are you doing?"

"Starting now!"

She was gone when I woke in the morning, my hand already playing with my stiff cock. The night before seemed like a dream, making love with my sister. An image of Ashley popped up and I suddenly felt guilty, but Pauline was right, it was unfair and she had said if I could find happiness elsewhere then I should take it. But still...

Then there was Valerie, I didn't love her, well not in that sense, but she'd been kind to me, no more than kind, she'd taught me everything and the feel of my cock in her arse was unbelievable.

With a jerk, my cock started to spurt, spraying cum over me, just as Mum called out, "Billy, breakfast is ready, come down now or you'll miss it." Grumbling away, I mopped myself up and put some clothes on, a shower could wait, Sunday was full English day, a real treat.

Pauline was already at the table when I came down, she smiled at me but gave no sign that the previous night had even happened and for a moment I thought that perhaps it had been a dream, but the memory of the feel of her breasts was just too real, and when she flashed them at me behind our mother's back I knew it hadn't been.

We didn't speak any more about it that day, nor the next and I was starting to feel guilty about not contacting either Ashley or Valerie. Tuesday had always been the day for me to visit the latter and although we'd not set anything up I found myself outside her house after work. I rang the bell and waited, not quite knowing what sort of reception I'd get. She opened the door and a smile broke out on her face.

"Well hello stranger, did we have an appointment or were you calling on the off chance?" I began to stammer a reply, when she continued, "Either way it doesn't matter, I'm always pleased to see you. Shall we go straight upstairs or do you want a cup of tea?"

I took her by the hand and led her up the by now familiar stairs into her bedroom where I undressed her, managing her bra at the first attempt. Our lovemaking was long and tender and as we lay in each other's arms recovering she asked how my budding romance with Ashley was coming adding, adding that she didn't want to be a reason why it was being held up.

"That's the whole point," I told her, "there isn't a budding romance."

"But I thought you were joined at the hip, literally, you always used to be." I explained about her unwillingness to commit to a relationship because of something in her past, but that we were 'friends with benefits'.

"But you want more?" I nodded and her lips compressed in a straight line, "Well I'm sure if you persist she will come round. Meanwhile," her hand reached out and clasped my cock, "how about we go for round two if our little friend is willing?"

Pauline had mentioned us continuing to have sex, and I began to think she'd changed her mind as we'd not got together at all since that one great occasion. I was in bed on Thursday and Pauline was late home. I heard her come in and up the stairs and I was just about to put out my light and go to sleep when the door opened and she slipped in. She was wearing just a nightie that came down to mid-thigh and I could see the points of her nipples poking through the silky material.

She came in and peered at me, "You still awake? Can I just have a little look now, to keep me going?" I pulled down the covers and showed her my hand slowly stroking my cock. " You're wanking now? Oooh, that's sent a little something down into my pussy. Can I hold it?" I nodded and she reached her hand out replacing it with hers as she took over stroking me. I have to say her hand felt so much better than mine as I lay back and watched her, seeing the points in her nightie become more prominent and start to wobble a little.

"How about a quid pro quo?"

She frowned, then "Oh! Fair enough." She released my cock and in one swift movement pulled her nightie over her head and there they were again sitting so pertly on her chest, nipples a pale pinkish-brown melding seamlessly into the flesh of her breasts, the nubs hard. I felt my cock harden further as I got my first real long close up look at them, I'd felt them the other night but it had been dark and I'd not had a good look at them. The sight sent my arousal soaring and Pauline responded her hand flying up and down my cock, her breasts jiggling in time to her hand, and I could feel it rising in me, and then it exploded, my orgasm crashing over me as my cock spat cum pretty much everywhere. Pauline shrieked with excitement as I tried to steady her until finally I was empty.

"I could never give up having one of these to play with, no wonder men are always doing it." She wiped her hand on my chest then stood up. I hadn't realised, but her pussy was completely bald, her lips prominently visible. She caught my look, "It makes it... err.... easier and cleaner, if you know what I mean." She bent over and picked her nightie up off the floor and I was treated to a gorgeous view of her bum and pussy lips from behind, before she slipped it on again. She put her fingers to her lips and kissed them before pressing them to my lips, then left. I cleaned up as best I could and switched off the light, settling down in the bed, hopefully to dream of shaved pussies and firm tits.

Friday morning came a message from Ashley, <

>

<>

<>

That sounded a bit ominous, but she hadn't said no to the benefits, so I couldn't wait to get to the pub on Friday, Pauline hadn't come home from work and I presumed she was going via Sally's or perhaps not at all. I was standing with my friends when I saw her come in, followed by Ashley, and assumed they had bumped into each other as they arrived. So I was a bit surprised when they got some drinks and went and sat down at a table away from everyone else. I thought about Pauline's offer to speak to Ashley and suddenly got worried, but they seemed to be best of friends though so, perhaps there was nothing to worry about after all.

"Well I'd give both of them one." I was conscious of one of my friend's voices. "Some bastard's going to get lucky tonight. Not your sister of course Billy, no sorry didn't mean it like that. I mean she's good looking and all that..." he trailed off before tying himself further in knots, but I knew exactly what he meant, and I knew or rather hoped I knew who the lucky bastard was.

They got up and Ashley came over to me, greeting me with a kiss. "Later Billy?" I nodded as she went off to join her friends and my friends all teased me with lots of banter, mostly about me being one lucky bastard, and well out of my league.

I couldn't wait to leave, although deep down there was a little butterfly in my stomach, a niggle about just what my sister had been talking to her about. I started to get the signs she was ready to leave and drained the dregs of my pint and picking up my coat. We left together, that had to be a good sign surely, to chants of "we know where you're going!"

Ashley took my arm and we strolled together, but despite my attempts at conversation she was strangely quiet, unlike the bubbly individual I had come to... to what? Love? That had to be a two way street and we weren't on one of those, or so it seemed to me.

We went into her room and shut the door behind us and I pulled her into my arms, our bodies crushed together and our lips locked in a kiss. She felt different, almost wooden and I suddenly realised how Valerie must have felt in the play. "What's up Ash?" I asked, concerned suddenly.

"I need to talk to you Billy, and I think I can do it best if we're in bed." I had a feeling of déjà vu, of Pauline crawling into my bed for a talk, and that had worked out well, if surprisingly. She started to peel off her clothes and then naked slipped into her bed as I just stood there. "Come on Billy." I followed suit and just lay on my back, arms by my side.

"Cuddle me Billy. I had a visitor last week..."

"I know, I was here, remember," I replied anxious to show her my new found vocabulary.

"No, a real one, Valerie came to see me." Oh shit! Was all that went through my mind. "She sat me down and told me a few home truths." Oh fuck! "Do you love me Billy?"

"You know I do..."

She held her finger to my lips, "Well I'm in love with someone as well, and Valerie told me in no uncertain terms that I was wrong to be stringing you along as 'friends with benefits' and it had to stop."

The bottom pretty much fell out of my world, an icy feeling spreading through my body.

"Who is it Ash? Do you want me to go?" I made to get out of bed but she pulled me back.

"Oh Billy you silly boy, it's you! You're the one I want to be with, have always loved, I've just never let myself recognise it. Valerie has convinced me I need to draw a line under everything that has gone before and start again, start afresh with you, if you'll have me of course. Can we both start again from now?"

She looked at me imploringly and I knew exactly what I wanted. "Of course we can Ash, I'll draw a line as well."

"Oh Billy, kiss me Billy, make love to me. Then we can talk about you and Pauline moving in permanently."

"What?"

"Don't you want to?"

"Yes of course but where does Pauline fit in?"

"That's what we were talking about earlier, Sandra is moving out and there's a spare room, we can have a bit of a jig about, make her room another lounge then we can share a room and Pauline and Sally can as well."

I just looked at her, my mind whirling as if all my Christmases had come at once, which of course they had. "Well, Billy?"

Our mouths met and I rolled over on top of her, my cock found her pussy and I started to pump into her, my joy at our new status impelling me onwards. "Slow down Billy, we've got for ever now, there's no need to rush, we can do this whenever we want."

I forced myself to slow down, allowing my cock to slide easily in and out of her slick pussy, rejoicing in her words, at last we could be together, as lovers not as 'friends with benefits'. I vowed to give up Valerie, she'd been a great teacher, and even then she'd been the one to get Ashley and me together. Perhaps we could just be friends.

My mind turned to Pauline, I knew I shouldn't be thinking of my sister while I was making love to Ashley, but I couldn't help it, images of her body popping up in my mind. Then it hit me, she'd be living with Sally in the same flat as us. How would that work?

As if someone had read my mind Ashley's door burst open, "Ash, Ash, she's agreed! She's even told her mother, Pauline has said yes!" I lifted my head to see an excited Sally practically bound into the room, her dark skin intersected by a pair of white panties, then I realised she wasn't wearing a top or a bra and I could see her breasts bouncing on her chest, mocha coloured with dark round nipples. She made no attempt to cover herself up as she took me in.

"Oh, hello Billy, did you hear? Your sister's moving in with me."

"She's not the only one Sally, Billy and I are going to be living together as well."

Sally's exuberance seemed to still for a second as she took in the news, then a huge smile broke out on her face, "That's wonderful, it's going to be so much fun with all of us together." She threw her arms round us in a huge hug and suddenly I was up close and personal with her breasts. She was right though, it was going to be fun with all of us together.