Chapter 1: Billy Meets the New Sitter

"Billy, could you come down here please."

Billy DuBois put down the comic book he had been pretending to read. He bounded down the stairs as fast as he dared, with a grin on his face. Meeting a new sitter was like getting a birthday present. It didn't matter whether it was wrapped in fancy, shiny paper, or cut up grocery bags; he was sure he would like what was inside. His mom had told him that this one was seventeen, and had lots of babysitting experience. When he heard that he thought, well, she may have experience, but I'll bet she's never sat with anybody like me.

When he reached the bottom of the stairs, he took a moment to settle himself before turning the corner into the living room. He wanted to act every bit the disinterested, surly teenager that a thirteen-year-old boy was supposed to be. After gathering himself, he slouched into the room, trying not to openly stare at the cute young girl standing next to his mother.

His mom smiled and did the introductions. "Billy, this is Michelle. She's going to be staying with you tomorrow night. Michelle, this is my young William."

Billy cringed. It always drove him crazy when his mom called him that. He was perfectly happy being Billy, even though that did sound a little childish. It was still better than 'young William'.

"Hi, Billy," the girl said, smiling and holding her hand out.

"Hey." Billy gave her hand a tight squeeze, determined to show her how strong he was.

"Your mom was telling me that you like comics." She squeezed back. Michelle was no weak, girly-girl. She seemed to have a lot of self-confidence. He liked that.

"Yeah, I guess," He muttered in reply.

"That's cool. I do to. Maybe you can show me your collection tomorrow night."

"Sure, whatever." Billy was still trying to act uninterested and even a little shy, but he was finding it a challenge to not stare at the teenage girl in front of him. She looked a little like Miranda Cosgrove from iCarly, if Miranda Cosgrove wore glasses, and had braces and red hair. OK, maybe he just wished she looked like Miranda Cosgrove. But still, she was kind of cute. Not much tit, he observed, but her tight jeans nicely emphasized her trim legs and nice ass. She looked kind of athletic, which could explain the confident hand-shake. Yeah, he was definitely looking forward to spending an evening with this sweetie. If he didn't make a quick exit now, he might start drooling. "See you tomorrow," Billy mumbled as he headed back up the stairs.

After he left, Billy's mom told Michelle, "He thinks he's a little too old for a babysitter, of course. But he's never spent a night alone, and I still like for someone to be here with him. My company insists on having these sales meetings every month, and they are always in Atlanta, which means I have to leave him alone one night a month."

"Oh, so he's used to having a sit...someone stay with him?"

"Yes, my schedule has been like this for a couple of years now. I know this won't be the kind of babysitting you're used to, but...."

"No problem, Mrs. DuBois," Michelle said. "Yeah, usually the kids I sit for are like five or six, so this is a little different. But I'll try to treat him like a young man, and not a little kid."

"I'm sure he'll appreciate that," Marge grinned. "He gets home from school about four o'clock. Can you be here by six?"

"Sure, I'll come straight from softball practice. Don't worry, Mrs. DuBois, it'll be fine. We'll have fun."

"I'm sure you will, dear," Marge replied.

The next day Billy did his homework as soon as he got home from school. He wanted to have as much free time to spend with Michelle as possible. The last two times Mom had gone out of town, it had been Mrs. VanLandingham who stayed with him. She wasn't bad, but having a nice, perky high school girl was definitely better than a middle-aged housewife.

Mom had left him a casserole to fix for dinner, and at 5:30 he put it in the oven. He wanted everything to be ready when Michelle arrived. That would help convince her that she wasn't stuck taking care of some snotty-nosed kid. He was beginning to worry a little when she didn't show up by six-fifteen, but a few moments later he heard ar car pull into the driveway, and he saw Michelle jump out and run toward the house. "Sorry, Billy," she said as she burst in the door. "Practice ran late."

"That's OK," he replied, smiling at her. "Supper's ready, but it looks like you might want to get cleaned up first."

There had been a lot of rain last night, and Michelle had the mud on her to prove it. "For sure," she said, grabbing her bag. "Where's the shower?"

Billy showed her the guest bathroom, and gave her a fresh towel. "I'll keep supper warm for you, OK?"

'Thanks, Billy. Sounds like you have everything under control. I'll be out as soon as I can."

When Michelle emerged from the shower, she looked even better than she had yesterday. She wore a tight red tank top, and a pair of white cutoff shorts that just barely covered her cute tush. Her legs had the deep, glowing tan of someone who spends a lot of time outside. Her shorts were so white they almost glowed, and the contrast between the light cotton and her dark legs seemed to draw his eyes to the line where her thighs disappeared up into her shorts. She hadn't bothered to put her ginger hair back in a ponytail yet, and her pug-nosed face was almost hidden by her still-damp, shoulder length locks. Billy looked at her in amazement. Last night he had considered her to be fairly attractive, but now he could she that she was downright sexy.

"Where are your glasses?" he asked, groping for something to say that wouldn't make him seem like a goofy, lovestruck kid.

"Oh, I only wear those when I'm driving. Hey, supper smells good. Let's eat!"

Billy had fixed a salad to go along with the chicken casserole, and had everything sitting on the breakfast bar. For a few minutes they sat next to each other, quietly enjoying the meal. Neither of them spoke until their plates were empty. When Michelle finally came up for air she complimented him. "That was really good, Billy. Do you cook a lot?"

Billy blushed slightly at the compliment. "Well, I try to help my mom as much as I can."

"Is it just you and your mom?"

"Yeah, my dad took off when I was about three years old. He told my mom he just didn't want to be a father anymore. Funny thing is, he remarried a few years later, and then his new wife had triplets. I guess that's some kind of poetic justice, right?"

"Umm, I suppose. So, no brothers or sisters either?"

She seemed kind of nosey, but Billy was used to that. Most sitters asked a lot of questions. "Nope, it's just mom and me."

"Well, this is a very nice house for the two of you."

"Yeah," Billy laughed. "My mom says the only two good things she got out of her marriage were me and this house."

After they finished eating, Michelle helped him clean up. As they worked around each other in the kitchen, Billy kept stealing glances at her tight little body. Yeah, he had to admit, she was a lot better than the slightly overweight Mrs.VanLandingham. Thanks, Mom, he smiled to himself.

When everything was cleaned up they moved into the living room. "Do you have any homework?" Michelle asked.

"Did it already."

"Geez, you really do have your act together. I almost feel bad about taking your mom's money for sitting...uh, staying with you. So, what do you like to do in the evening when you don't have homework?"

"Oh, watch a little TV, or read."

"Well, you go ahead and do whatever you want. I've got some homework to do, okay?"

"Sure. I'll go watch TV in my room and leave you alone."

"You don't have to do that. Stay here, the TV won't bother me. I've got pretty good concentration." Michelle patted the sofa next to her, and Billy sat down and grabbed the remote.

He pretended to be interested in a 'Buffy' rerun, but his eyes kept wandering in the direction of the sexy young lady sitting next to him. He was surprised when he saw the title of the book she was reading, 'Studies in Human Sexuality'. "That's a schoolbook?" he asked.

Michelle smiled at him. "Not exactly. It's some extra reading that my psych teacher recommended."

"Your teacher has you reading a sex book?"

"It's cool. She knows I want to be a sex therapist after college, so she thought I would find it interesting."

"A sex therapist? What's that?"

"Well, it's a special kind of psychologist that helps people with sex problems."

"What kind of sex problems?"

"Umm, that's probably not something I should be talking about with you. You're a little young, and I'm not sure your mom would approve."

"Do your parents know what you want to be?"

"Sure. In fact, that's what my dad is. He's always said he wished there were more female therapists, so I decided to become one."

"So, you already know a lot about sex, I suppose."

Michelle spun around to face him. She put her feet on the cushion between them, wrapping her arms around her knees to hold them up close to her chest. That gave Billy a good view of her legs, and even a hint of ass cheek poking out of her shorts. If Michelle realized how much of a leg show she was giving the young boy, she didn't show it. She seemed unaware of how hard he was struggling to look her in the eye and not stare openly at her tight, tanned thighs.

"I guess I do, but don't get the wrong idea. I take sex very seriously, but I guess you'd say I have a lot more book learning than practical experience."

"Does that mean you're a virgin?"

She glowered at him. "I should slap you for asking that. It's none of your business, young man. But, I am trying to be more comfortable talking about sex, and not avoiding difficult questions, so I guess I should give you an answer. Am I virgin? It's complicated. Technically I'm not, but I've never had intercourse either."

"Huh? How can that be?"

"I told you it was complicated. I lost my hymen when I was horseback riding a couple of years ago. I thought I was dying, there was so much blood, but our doctor said it wasn't anything to worry about, and that accidental defloration occurs more often than people realize."

"But you've never let a guy...."

"Right. Like I said, I've never had intercourse."

"Do your have any boyfriends?"

"Sure, I've had a few. I'm going out with a guy named Kenny now. He's really cute."

"Doesn't he want to have sex with you? I mean, you are really pretty, and I would think...."

"Of course. Guys are always trying to get girls to have sex with them. That's normal. But I've been able to keep Kenny and my other boyfriends happy with some of the other things that girls can do for guys instead of intercourse."

"Other things? Like what?"

"Okay, that's definitely not something I should be talking about with you. Sorry, Billy but that's one question I won't answer." Michelle turned back around to face the TV, and Billy knew that it was time to back off.

They watched a stupid situation comedy, then Michelle went back to reading her book. Billy grabbed a comic that was lying on the end table next to him. He pretended to be interested in the latest Marvel creation that was draped in his lap, but his thoughts were really all about the very interesting young lady sitting next to him, with her nose buried in a book full of what he assumed were sex stories. She hadn't said anything since refusing to answer his last question, and Billy didn't think it would do any good to show too much curiosity now. It was time to try a different approach.

"It's getting late, so I'm gonna turn in." Billy said, stretching his arms over his head. "Are you going to sleep in my mom's room tonight?"

"Nah, I think I'll just sack out here on the sofa, "Michelle said.

"No prob. Hey, look, if I said anything to offend you, I'm sorry. It's just that...well, you aren't like most girls. I usually get really nervous when I try to talk to them, but with you I feel comfortable, even talking about sex and stuff like that. In fact, I think I've already decided to add you to my club."

"Your club?"

"Yeah, I've had a lot of babysitters in the last couple of years, and I keep a list of the one's I really like. I call it Billy's Club. That way if my mom ever asks me who I would like to have stay with me, I just pick one from my club."

"Well, I guess being in your club is a compliment, right? Don't worry about me being upset by anything you asked me. You're just being naturally curious. Besides, I probably shouldn't have been reading this book in front of you. And," she glanced down at herself, "it might have been a good idea for me to wear more clothes around a mature young man like yourself. After all, I wouldn't want you to get the wrong idea about me."

Oh, that's OK. Billy thought, you could have wrapped yourself in a towel after your shower and I wouldn't have minded. Damn, there was going to be a hot teenager who wanted to spend the rest of her life talking to people about their sex lives sleeping in his house tonight. It was almost too much for his thirteen-year-old brain to handle.

Chapter Two: Billy Learns a Thing or Two

He went upstairs and got ready for bed. After he showered and brushed his teeth, he settled into his big, comfortable bed, but he wasn't ready to go to sleep. "Michelle," he hollered, hoping she would hear him in the living room.

"What?"

"Could you come up here for a minute?"

A moment later she stuck her head in the doorway. "If you are expecting me to tuck you in, or read you a bedtime story, you're out of luck," she said.

'Nah, nothing like that. I just have a...a problem I was hoping I could talk to you about."

Michelle came into the room, and sat on the foot of his bed. She looked concerned. "What is it? Is something wrong?"

"Yeah, you might say that," he said, almost whispering. His head hung low, avoiding eye contact. "My life is all screwed up."

"What do you mean?"

She was back in that knees-against-chest position, and Billy was finding it exceedingly difficult not to stare at the way the tight material of her shorts outlined her pussy lips. Be cool, he thought. Don't get out of character. "Well, this is kind of embarrassing..."

Michelle reached out and touched his arm. "Aw, don't worry Billy. This is just between the two of us. So, why is your life any more screwed up than any other thirteen-year-old?"

"Don't make fun of me, OK? Just let me ask you this before I chicken out. Like I told you, I've grown up without a father, or older brothers. And my mom, well, she just panics every time I mention anything to do with sex. So...god this is hard to say....I just don't know much about sex, not nearly as much as other guys do. I mean, I hear my friends talking about things they have done with girls, or would like to do, and I don't know what they are talking about most of the time. I don't even understand some of the jokes they tell. Michelle, you're an expert. Can you teach me a little about sex? I want to fit in more and not be such a loser." He looked up at her, with what he hoped where his most convincing puppy-dog eyes.

"Gee, Billy, I don't know if I should be talking to you about sex. I mean, you're a nice kid and all that, but you are kind of young."

"If you aren't comfortable talking to me about sex, how will you feel in a few years when you are talking to adults about the same things?" Nice one, Bill, he congratulated himself.

Michelle let that sink in. "OK, good point. I'll give it a try, but I'm going to stop whenever I get uncomfortable. Darn, I don't even know where to start. I assume you've got the whole birds-and-bees thing down."

"Oh yeah," Billy grinned. "I know where babies come from. I'm just not sure how to get to that point."

"Hmmm, I can't cover everything in one evening, so where would you like to start?"

"How about kissing? I don't know much about that."

"Come on, Billy," Michelle smiled. "Everybody knows how to kiss. It's natural."

"Oh, I've kissed my mom, and my Aunt Susan. But I don't think that's the same as kissing a girl, is it?"

"You're right, it's not." Michelle thought for a moment, trying to come up with an easy way of explaining something that seemed so obvious to her, but which seemed to by so mysterious to the unsophisticated young boy seeking her help. "Hmmm....OK, let's put it this way. There are several different types of kisses. We'll call kissing your mom and your aunt a 'relative kiss'. That's either a peck on the cheek, or, if they insist on mouth-to-mouth, with lips tightly closed. Right?"

"Yeah, that's what it is. Not much fun."

"Well I don't think it's supposed to be fun, it's just a way of greeting someone that you like, or are related to. I guess guys don't go in for that as much as girls do. Okay, the next stage we'll call the 'first date' kiss."

"Huh?"

"You know, after you've had a nice evening with a new girlfriend, and it's time to say goodnight, you might want to try an exploratory kiss."

"Exploratory?"

"Yeah, just a quick smooch, without being too aggressive. It's like you're asking if she enjoyed the date and if she would like to go out with you again, without actually saying anything."

Billy looked puzzled. "Just how would I do that?"

"Well, first you start talking very quietly, so your date has to get close to hear what you're saying. Then you slowly bring your face close to hers, pucker up, and go in for lip contact. If she turns her head so you land on her cheek, it's not necessarily a put-down. It might just mean that she likes you, but she just isn't ready for more intimate contact yet. Don't let that bother you. Of course, if she pushes you away completely, you've got a pretty good idea what that means, right?"

"Yeah, strike three, you're out. That's probably what'll happen to me. But I'm still not sure exactly how to do it. Could you....would you...maybe....show me."

"You want to kiss me?"

"Please?" He tried the puppy dog look again. He hoped he didn't look too much like a spoiled six-year-old.

"Well, I shouldn't....but...I guess it won't hurt anything to give you a little lesson. Just don't tell you mom, all right?"

"Of course not!"

"OK," she sighed. "Now, sit up...lean toward me...good...pretend we are talking about the movie was we just saw...yada, yada...that's it...pucker up...lean a little closer..."

Billy planted his lips on Michelle's mouth for a brief second. "Like that?" he asked.

Michelle sat back. "That wasn't too bad, for a first time. A little softer might be better. You're not trying to show me how strong you are, but how gentle you can be. But your touch will improve with more experience."

"Thanks. It was easier than I thought it would be. You're a good teacher. So, what would I do after the second date?"

"Hey, not so fast. I just got you through the first date, now you want to go steady? Or are you just trying to trick me into giving you another kiss?"

"Come on, Michelle, please. I don't know if I'll ever have a chance to learn from anyone as kind and understanding as you are, and I want to take advantage of it. I really want to know how to do things right, and not look like an idiot, if I ever do get up enough courage to actually ask a girl out."

Michelle hesitated. She knew better, but something about teaching someone as innocent and naive as Billy intrigued her. It was almost like she was doing a good deed. "Well, y. I guess since I've started the lesson, I could take it a little further. Now, the next step is the 'romantic' kiss."

"Yeah, like in the movies. I have no idea how to do that. Why does everyone always close their eyes? And how do you keep from bumping noses?"

"So many questions! Geez, you've gotta stop thinking too much and just let it happen. People close their eyes when they kiss because it's weird to stare at somebody when your face is only a couple of inches away from theirs. You kind of go all cross-eyed or something. And don't worry about the nose thing. All it takes is a little turn to the side and it's no problem. Even if you bump noses, it's not a big deal. It happens to everybody. It can kind of break the tension. You just giggle about it, then try again."

"So, could you show me...?"

"I still think you are conning me," Michelle said skeptically. "But, all right, I guess one more little kiss won't hurt. Now, sometimes it's the girl who initiates the kiss, so we'll try that. Close your eyes."

Billy pursed his lips and waited. Michelle leaned forward, but stopped before making lip contact. "You really shouldn't pucker up so much. You look like a duck," Michelle giggled. "Just relax."

Billy took a deep breath and tried to relax, and 'just let it happen'. He felt Michelle's face very close to his. She draped one arm over his shoulder and lightly pressed her hand against his neck. Her warm lips gently caressed his, and this time they were slightly open. He felt the tip of her tongue tickling his lips. He tried to return the gesture, but stopped when the tip of his tongue rubbed against her braces.

He was about to try putting his tongue further into her mouth when Michelle pulled back and said, "OK, that wasn't bad. Either you're a quick learner or you have had more experience than you're letting on."

"No, really, that was my first real romantic kiss. And it was wonderful. Thank you."

"You're welcome. But I think that's enough sex education for one night. You need to get to sleep. Sorry, I sounded like a baby sitter then, didn't I?"

"That's okay." Billy smiled at her. "Uh, Michelle, can I ask you one more question? No demonstrations this time. There's something else that's been bothering me for a long time, and you're the first person I've met that I trust enough to ask. I know you'll give a straight answer, without making fun of me."

Michelle was still battling with her conscience, keenly aware that she was stepping way over the line of propriety. But she was still intrigued by the cute boy's apparent lack of social skills. Part of her felt that Billy knew more than he was letting on, but she also felt that it was possible that he had led such a sheltered life that there were significant holes in his knowledge. In a way she felt sorry for him. "Okay," she sighed, "one more. What is it?"

"It's really embarrassing to talk about."

"Well, maybe we should wait until some other time, when we know each other better." Michelle started toward the door.

"No, wait. Okay, here goes. What's jacking off? I hear guys talking about it, but I'm not sure what it means."

"You really have grown up in a cave," Michelle said. Even the enlightened household she had grown up in hadn't prepared her for a question like that. She felt her cheeks warming in embarrassment. "I thought all boys your age knew about that."

"I know," Billy whined. "See, that's what I mean, it's embarrassing to not know, but there's no way I can ask any of my friends. And my mom...."

"Okay, I get it." She took a deep breath and composed herself before attempting to answer him. "Jacking off is a slang term for masturbation. You know what that is, right?"

"Uh, yeah. That's touching your own private parts."

"That's right. You masturbate, don't you?"

"Uh, not really. Mom tells me I should only touch myself when I'm going to the bathroom. But sometimes I wake up in the middle of the night, and my thing..."

"Use the right word, Billy. It's called your penis, not your thing."

"Okay, whatever. My...penis....is all hard and swollen...and when it's like that it feels really good when it rubs against my sheet or underwear. Sometimes I wonder what it would feel like to touch it with my hand. That's masturbation, right? Darn, I'm so embarrassed talking about this. Please don't tell anyone."

"Aw, Billy, don't worry about that. Part of being a good therapist is keeping patient information confidential." Besides, Michelle thought, nobody would believe that she had met a thirteen-year-old boy who didn't masturbate.

"Look, I don't mean to go against what you mother has told you, but from everything I've studied, I can say that masturbation is perfectly natural for a young boy, or girl. It's part of learning about your body. But if your mother says no, then I guess you have to listen to her."

"But you don't agree with her. Maybe mother doesn't always know right, is that what you're trying to say?"

Michelle didn't say anything, realizing too late that she had gone much further with this discussion that she had meant to. But Billy wasn't ready to drop the subject. "Umm, supposing I wanted to try it anyway. I mean, you said it was normal, right? So if I wanted to...masturbate, how would I do it?"

Michelle had reached her limit. "No way, Jose, I'm not doing anything like that. I'm not one of those babysitters that plays with little boy's peckers."

"Hey, I'm not a little boy! Oh, don't worry, I was just kidding anyway. I wouldn't want you to see my thi...my penis, anyway. It'd be too embarrassing. I'm...not normal."

Michelle knew it was way past the time when she should have gone back downstairs, but Billy's last comment had rekindled her curiosity. "What do you mean, not normal?"

"Well, I'm not like other guys, down there I mean. I don't even take a shower after P.E. class, because I don't want anyone to see me. I've seen them naked, and I know I'm ... well ...different."

Michelle sat down on the bed again. Billy's sad tale was touching her compassionate side again. She remembered when she was younger being embarrassed about letting other girls see her naked, because of her small boobs. Of course, that was before she found that a lot of guys like smaller breasts. "Billy, everybody is different. Heck, my breasts aren't as big as most girls, but they are what they are, and that's it. Actually, I kind of like my little bitty titties. They're good for sports. Some of my teammates have such big bags on their chest that it hurts just to watch them trying to run around the bases."

"Little bitty titties," Billy giggled. 'That's funny."

"Yeah, see, that's what I'm talking about. Keep a sense of humor, and just deal with what life throws at you. Don't get hung up on trying to compare yourself to everybody else. You should learn to accept yourself as you are, and not worry about being like everybody else. Besides, you might be making more out of this than you should be. Maybe you're not as abnormal as you think you are. After all, who is to say what normal really is? Research shows that when it comes to sex, size really doesn't matter that much anyway. The way you make love, caring and thoughtful of your companions feelings, is a lot more important than a couple of inches of flesh here or there."

"I hear you, Michelle, but I still feel...weird. Look, would you do something for me? I'm not even sure if I should ask you to do it, but maybe it'll help me get over my lack of confidence."

"What now?" she groaned.

"Would you take a look at my penis, and tell me if it looks OK to you?"

Michelle felt like she was blushing all over. "You want me to look at your coc...penis? I don't think so."

"Please, Michelle. Just take a peek and let me know what you think."

"Well," Michelle said, donning her therapist tone of voice again, "just a quick look, kind of like a doctor's exam, just a visual inspection, with no touching"

"Of course. By the way, how much experience with penises do you have? How many have you actually seen?"

"Just three, and one of those probably shouldn't count."

"Why?"

"It was my older brother, and it was an accident. I went into his room to ask him a question, and he was jack....masturbating. I only got a quick look. But I've seen pictures in some of the books in my dad's library, and I've seen lots of statistics on penal size."

"OK, I guess you know what you are doing. But you have to promise not to laugh."

"Billy," Michelle said, feeling much older than her sixteen years, "I take this kind of thing very seriously. Let's keep this on a doctor, patient level."

"Okay, doctor," Bill said, grinning. "But now I have another problem."

"What?

"Talking to you about this has got me...excited. I'm afraid it's kind of...swollen."

Michelle smiled at him. "Hey, I've seen erections before. And besides, that's how I should judge your size anyway. You want it to be as big as it can be when I see it, right?"

"I guess. Heck, I don't know. Okay here goes." Billy quickly threw the blankets off and pushed his pajama pants and underwear down to his knees.

"Oh My God!" Michelle exclaimed.

"Is it that bad?" Billy moaned.

"Billy, when you said you were different, I thought you meant you were smaller than the other guys. But this...geez...that's not a boy's cock, it's not even a man's cock...damn, that's more like a horse cock."

"You've seen those too?"

"My uncle has a farm, but never mind. Damn, just how big is that thing?"

"I don't know, I've never measured it."

"Hmmm, does your mom have a tape measure?"

"You really want to measure it? But won't that mean ... you'll have to ... like...touch it?"

"Sure!" Michelle knew she was getting way too eager to explore the unique organ being displayed in front of her, so she tried to calm herself. "Of course, this is like a research project. I won't be touching you in a sexual way or anything like that."

"Okay, if you think it's all right. There's a sewing machine in the room across the hall, and I think Mom keeps a tape measure in the box next to it."

Michelle jumped up and ran out of the room. "Where? Oh, I see it."

She was back in a matter of seconds, her face glowing like a kid on Christmas morning. "You know, if I am going to get an accurate measurement, we need to make sure that you are fully erect."

"Oh, I'm wide awake," Billy said.

"No, I mean your pric...penis...has to be fully engorged. Let's see, to make sure of that, I might have to touch you a little more than I had intended. I guess your going to get a masturbation lesson after all," she giggled. "Is that all right with you?"

"Yeah, go ahead. Just don't hurt me."

"Oh, I don't think this will hurt at all," Michelle whispered. She grasped his shaft with one hand and began slowly stroking. "Wow, I can just barely get my hand around it. Does this feel all right?"

"Holy crap, I'll say so! Um...can you go a little faster?"

"In a minute. Right now, I think it's as big as it's going to get, so let me take the measurements."

"Ohhh, damn....do you have to stop now? Hurry, please."

"Settle down, young man, and let Dr. Michelle take care of you. Let's see, if I measure the top side, from your belly to the tip...geez, ten and a half inches. Are you really just thirteen? I predict you will be very popular when you get to high school."

"You mean girls like big penises? I thought you said size didn't matter."

"Size not mattering is something therapists and counselors tell under endowed guys so they won't feel bad. But when you've got something as big as this thing is, size ALL that matters. Girls don't give a damn about 'technique' when their little love holes are being stretched by a cock this big. At least, that's what I've heard." Michelle flicked his shaft with her finger. "Wow, and it's hard as a rock too."

"You called it a cock," Billy giggled. "That doesn't sound like a word a therapist would use."

"Now that I've got my hand around it, I think it's time we dropped the kiddie language, don't you Billy? Think of it this way, you pee with your penis, but you fuck with your cock. Now, lie still and let me measure the circumference."

Michelle worked over Billy with a serious expression on her face, measuring his girth in three different places. "This is absolutely amazing, Billy. Let's see, when you are eighteen, I'll be twenty-two. I might have to look you up to see how much more you've grown by then."

"Uh, Michelle, are you finished measuring? Could you get back to you jacking me....uh, the masturbation lesson? I'm not quite sure I have the technique down yet."

"Okay, okay, hold your horses. Actually, I guess I'm the one holding the horse....cock that is. Wow, look at that, I can put both my fists on top of each other, and there are still a couple inches sticking out."

Michelle tried to regain enough self-control to get back into her pseudo-teaching mode. "So, you slide your hand up and down, like this, see? The trick is to hold it tight enough to provide some friction, but not so tight that it hurts. It helps to put something on your hand to make it slipperier too, some kind of lubricant. You might want to use some of your mom's hand cream, or even some Vaseline, but right now I'll just use a little saliva."

Billy was surprised when she drooled on his cock, but quickly understood why when she started moving her hands on him again. Now she was able to move her hands much faster without any irritation. Got to remember that trick, he thought.

"Um, Michelle," he gasped, "I'm starting to feel kind of strange."

"Am I hurting you?" she asked, without stopping.

"No, just the opposite. It feels really good. But something is happening ... inside me."

"Don't worry, Billy, you're just getting ready to have an orgasm. That's what masturbation is all about. Just relax and leave everything to Dr. Michelle."

"An orgasm? Is that when the white stuff comes out? Sometimes I wake up in the middle of the night and my underwear is all sticky. That usually happens after I've had a dream about girls and stuff."

"That's called a wet dream, Billy. And you're going to have a lot of those if you don't start jack...masturbating more often. Sometimes you just have to relieve the pressure yourself, if you know what I mean."

"Oh gosh, I sure do. I'm feeling a lot of pressure now. Can you relieve it?"

Michelle's hand was moving faster and faster now. She paused a moment to let some more saliva drool out of her mouth, then began pumping him harder still. A moment later, with no real warning, his spunk began shooting out in one long stream. It spewed straight up about a foot, and landed with a plop on his belly.

Michelle still didn't slow down. She kept working on his shaft like she wanted to drain all of the frustration out of his body at one time. Only after she had produced what looked to her to be a quart of cum from within his magnificent manhood did she stop. "Wow, you're not only built like a horse, you cum like one too," she observed, with a hint of awe in her voice. "Just stay there. Let me get you cleaned up."

Chapter 3: Advanced Lessons

Michelle went to the bathroom and returned a moment later with a warm, damp washcloth. She cleaned up the mess on Billy's chest and belly, then started to work on his prick. The pleasant feel of the warm cloth, combined with the fact that he was a horny thirteen-year-old, soon resulted in Billy's manhood quickly returning to a fully aroused state. He hadn't said a word since Michelle had milked him dry, but as she gently cleaned his tool he told her, "That was amazing. I guess that's one of those 'other' things that you do to keep Kenny happy, right?"

Michelle felt herself blushing again. "Yeah, he likes it when I do that."

"So, what else do you do for him?"

Michelle was way beyond feeling uncomfortable about telling Billy anything about sex in general, or even her own sex life. "He likes blow jobs too. But I guess all guys like that."

Playing dumb was working well for him so far, so he continued the act. :I've heard about that, but I'm not sure what that means."

"Blow job is slang for oral sex performed on a man by a woman, or even another guy," Michelle explained.

"Oral sex? You mean, using your mouth?"

"Uh-huh."

"Ugh, isn't that kind of gross? I mean, do you really put a pen...cock in your mouth? And what happens when....I mean at the end...when the white stuff..."

"It's called semen, Billy. There's another word to add to your vocabulary."

"Yeah, that. Doesn't that get in your mouth? You don't really swallow it, do you?"

"Well, sometimes. But Kenny doesn't have as much...stuff...as you do," she giggled.

She thought over everything that had happened in the last few minutes, and decided that she wasn't quite ready to stop with Billy's education just yet. In for a penny, in for a dollar, she thought, or in this case, in for an inch, in for a foot. She sighed and said, "I guess you want me to show you how to do that too, right?"

"Would you? I mean, if it's not too icky."

"Well, we've gone this far, and you have a nice woodie again, so I guess I could give it a try. It might be fun for me too. This is going to be a challenge though, so let me get in a good position. Tell you what, why don't you stand up...yeah, right here next to the bed."

Michelle got on her knees in front of him, but before she could start he said, "Hey, this really isn't fair, you know?"

"Huh?"

"Well, you've checked out my size problem, so it only seems right that I give you my opinion on whether your titties are too little bitty or just right. Why don't you take off your top and let me check 'em out."

"Oh, like you've got a lot of experience with breast size," she grinned, as she stood up. This kid is growing up very fast, she thought, as she pushed the tank top down just below her breasts. The effect of the tight material gathered under her titties was to push them up and make them look a little bigger, or so she hoped.

Michelle's mounds may have been small, but Billy loved the perky way they stuck out from her chest, like two scoops of vanilla ice cream, topped with little pink cherries, just begging for attention. "Can I touch them?" he asked, trying to control his eagerness.

"Oh, I guess so," she sighed. "It's probably a good idea for you to learn how to treat a woman's breasts. If you are so anxious to practice your new kissing skills, that's the next step. We are definitely filling some gaps in your knowledge. That's it...just rub gently...now squeeze it a little. What does that feel like?"

"Gosh, I don't know. A ripe tomato maybe?"

"Hmm, that's a good way to think of it. Just remember, you wouldn't squeeze a tomato too hard, so treat a girl's breast the same way."

"Can I taste one?"

She didn't say anything as she put a hand on the back of his head and pulled his face toward her chest. Billy put his mouth over one of her small mounds. He took the whole thing between his lips easily. He remembered one of his friends saying that 'anything you can't get in your mouth is just wasted anyway', and now he understood what that meant. He was beginning to develop an appreciation for small breasts.

"Don't just hold it in your mouth, suck on it a little," his teacher instructed. "Yeah...a little harder now...like trying to drink a thick milk shake through a straw. Now, flick the tip with your tongue while you are sucking." Michelle moaned, which made Billy feel very good about his efforts. "Oh Billy, you really are a quick learner. That feels very good. Trust me; your little girlfriends will really like you if you treat them like this."

She guided his face to her other breast and let him nurse on that tender young mound for a few seconds. She was starting to get a nice glow from his efforts, but she forced herself to pull away from his eager mouth. She still had the challenge of attempting to get Billy's member in her mouth. The idea of putting that huge piece of man meat between her lips was both intriguing and frightening. Michelle fell back to her knees in front of him. From that close viewpoint, Billy's tool seemed even bigger. It had to be at least twice as big as any of her boyfriends.

She started licking the top half of his shaft, trying to get it as wet as she could before she ran out of spit. Only then did she attempt to put it into her mouth. She almost laughed when she felt his enormous knob pushing between her lips, forcing her jaws open even wider than she had expected. The head of his prick pushed her tongue down, like some kind of giant depressor. She felt the tip hit the back of her throat, and felt her throat closing instinctively. Damn, she thought as she tried to suppress her gag reflex, I just barely got the head in, and he's choking me already. This was turning out to be even harder than she had expected.

She closed her eyes, opened her mouth as wide as she could, took a deep breath to try and relax her throat muscles, and put her lips around his tool once more. She had never tried to get a cock actually into her throat, but it seemed like that was the only way she could handle Billy's phallus. She felt tears coming from her eyes, and her stomach was beginning to spasm again, but she still had just barely got her lips past the huge purple knob. She was a stubborn girl who hated to give up on anything she tried, but she realized that there was no way she could perform proper oral sex on this monster.

Forget that, she decided, it was time for the ultimate test. "Geez, Billy, I'm sorry, but I just can't suck your cock very good. But I want to try something else, and I think you'll like it even better. I want you to make love to me."

"Make love? You mean you want me to put it in you, have real intercourse? I thought you didn't want to do that yet?"

"Yeah, yeah, well, that's before I met you. I don't even know if I can fit that thing in me, but something about the challenge is irresistible. God, it might even split me open for all I know. But I guess when Edmund Hillary saw Mt. Everest, he didn't say 'that's too big for me', and went home."

"Who? What?"

"Never mind. I want to find out what having something this sized stuffed into my vagina feels like. You know, just in case I have a patient who asks me about sex with a large penis some day."

"Uh, sure. More research, right?"

"OK, we'll call it that. Now, lie back down on the bed, sweetie, and let Michelle do the driving."

She stood up and quickly stripped off her shorts and panties. She knelt next to him on the bed, running a hand slowly over his hard shaft again, trying to convince herself that she really wanted to attempt sex with something that big. Finally she made up her mind, and moving quickly, before she could change her mind, she threw her leg over his body and centered herself over his straining, twitching shaft. She used more spit, rubbing it on his knob until it shone like a chrome bumper. Then she tried to lower herself onto it. At first, it seemed like it wasn't going to go in her pussy any easier than it had her mouth, but after she rubbed herself back and forth over the head a few times, her natural lubrication system kicked into high gear, and suddenly she felt herself being spread open by the huge, hard head of his dick as it forced itself between her tender pink lips.

Billy took a deep breath as he felt himself being pulled slowly into her vagina. Just as he felt the wonderful, damp warmth of her love tunnel begin to slip down over his shaft, Michelle stopped moving. He opened his eyes, and saw her balanced over him, eyes tightly shut, mouth clenched. He couldn't tell if the expression on her face was one of pain or pleasure.

Michelle wasn't sure what she was feeling either. She began to wonder if she might have chosen the wrong dick for her first time. After all, when she had started horseback riding, her first experience had been on a pony. Maybe a pony-sized dick would have been better. But it was a little late to change her mind now. She was already impaled on top of Billy's organ, and she was too stubborn to give up easily.

She leaned forward, supporting her weight by putting her arms on either side of his head. In that position, she was able to move her pelvis back and forth over him without feeling like she was splitting herself in half. After a few moments of that carefully controlled fucking, she felt herself becoming wetter and opening up a little more. Damn, she thought, this is actually starting to feel kind of good, now that I'm getting used to the strange feeling of having something that felt like an arm stuffed in my pussy.

Billy was pleased to see the smile appear on her face. He was glad she was enjoying this as much as he was. Her breasts were dangling just out of reach of his mouth, but he raised his head up enough to latch onto one of them. Michelle pushed a pillow under his head to make it easier. Now that he was firmly inside her, he began pushing his hips up toward her as she rocked back and forth. He desperately wanted to feel more of her soft warmth around his shaft. Just having his head lodged between her inner lips wasn't enough.

Michelle felt him trying to push himself further into her love canal. She was glad she had chosen to be on top. She felt like he could actually have damaged her if they had use an ordinary missionary position. "Easy, big boy, don't hurt me," she cautioned.

He looked up at her with sympathy. "I'm sorry. I can't help myself. It's just...what my body wants to do."

"I know, I know. Do you feel like you're going to cu ... uh ... have another orgasm, soon?"

"Yeah, I think so. If I do it in you, will you get pregnant?"

"Don't worry, I'm on the pill. Now, just lie still and let me get you off, okay?"

"Off what?"

Darn it, she wished he wouldn't say things like that. It was a reminder of just how young he was, and how wrong what they were doing was. She put a finger over his lips, ending the conversation. She felt like she had loosened up enough inside to be more adventurous, so she sat straight up over his saddle horn and started doing some serious riding. She never got more that half his length into her, but even that felt like it was moving things around inside her. She was sure that if it hadn't felt so good, it might have been scary.

Finally she started a series of short, rapid corkscrew movements with her hips. She didn't know where the idea to try that kind of motion had come from, but it seemed like a good idea. She felt herself beginning to climb the mountain toward her own climax, and started moving even faster. She wasn't even thinking about the size of the object prodding into her, or what it might be doing to her. She was determinedly chasing the gold at the end of the orgasmic rainbow.

Just as she felt herself beginning delicious contractions of delight, she felt his shaft swelling even bigger within her. That was followed by a warm flood spurting into her, as Billy moaned. She continued to rock gently on top of him until she felt his spasms stop. Damn, that boy is full of cum, she thought.

She rolled off and lay down next to him, exhausted from her efforts. Her climax hadn't been as good as some of the ones she had given herself with her fingers, not enough clit stimulation she figured, but the whole experience had been unforgettable. She felt his hot juice dripping out of her abused opening, and marveled that he still had that much semen in his body after what she had drained from him with her hands.

Michelle stretched out, motionless, over his body for a few moments. "Are you okay?" Billy asked, wondering if she had lost consciousness, and what he would do if she had.

"Yeah, I think so," she sighed. "I might be walkin' funny for a couple of days, but nothing I can't get over. How about you?"

Billy smiled at her. "Gee, I sure don't feel like a kid anymore. That was incredible. Thank you, thank you, thank you."

"No problem. But, did you ever hear the expression, 'too much of a good thing'?"

"I guess so. Sure."

"Well, I think that's what you've got between your legs, too much of a good thing. You might have a hard time making love to a lot of girls, especially ones your age. Before you get too adventurous, I think you need a few more lessons. And I'd be glad to continue as your teacher. Am I in your club now? Do you want to have me as a babysi.....companion again? There's still a lot I would like to show you."

"Oh, for sure you're in. Welcome to Billy's Club. I'm sure we'll be seeing each other again soon."

"That's great, Billy. Well, I'm gonna go take another shower, then I really need some sleep. See you in the morning, OK?'

"Hey, you want to sleep with me? My bed's big enough, I think."

"I don't think so," she said, smiling at him. "One ride a night on that missile is about all I can handle."

"Okay," Billy said. "I 'm kinda tired too. Thanks again, and sleep tight."

Yeah, nothings going to be tight tonight, Michelle chuckled to herself as she waddled toward the bathroom.

Chapter 4: The Next Day

Billy leaped off the school bus and ran up the sidewalk. His mom's car was parked in the driveway. She was home earlier than expected. He burst into the house. "Mom, where are you?"

"Up here, Billy. I'm unpacking."

Billy ran up the stairs and into her room. "How was your meeting?" he panted.

"Oh, boring as usual. But you seem awfully excited. Did you have a good time last night? Was Michelle good to you?"

"Oh yeah," Billy smiled. "She's a lot smarter than some of the other sitters I've had. But she still went for the 'poor, innocent Billy' routine, hook line and sinker."

"And what did she think of your fishing pole."

Billy beamed in pride. "As usual, she loved it. But she treated it like some kind of scientific experiment. She actually took measurements!"

"Hmmm, that is kind of weird. What else did she do?"

"She taught me how to jack off."

"Gee, you must have really played dumb to get her to do that. How good was she?"

"Not bad. Not as good as you and Aunt Sue, but she's obviously had a few cocks in her hand before."

"Was that it, just a hand job?"

"Nah, she couldn't help herself, I got the full treatment. She gave me a blow job, or as best as she could manage. She has kind of a small mouth, and her braces didn't help. Then she just had to take a ride on the Billy monster."

"Wow, you really did have a good time. So, I assume she's in your club now."

"Yeah, my club was in her, and now she's in mine," he grinned.

"Is she your favorite now?"

Billy thought for a minute. "Umm, maybe second. I think I still like Becky the best."

"Oh, you and your Becky," his mom looked at him in mock disgust. "You just like her because she told you she's going to let you fuck her in the ass next time."

"Well, yeah, I do want to try that. But she's pretty cute too. And she does have nice ta-tas, kind of like yours, Mom. Michelle has these little ole things."

"I'm just worried that you'll tear her apart if you try anal sex. Remember what Susan said when she tried. But I guess if she wants to give it a go, it's her choice. So, should I call Becky and have her come next month, then have Michelle back in April?"

"You're reading my mind, Mom," Billy grinned.

"So, young man, did Michelle drain all the energy out of you last night, or do you still have a little something left for your dear old mom?" Marge took his hand and pulled Billy toward her as she lay back on her bed.

"Aw, come on mom. You know I'm always ready for you. Nobody fucks like you do."