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Subject: {ASSM} *NEW* Her Foxy Mom
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<1st attachment, "Her_Foxy_Mom" begin>

WARNING:
     This story is fiction, and should be treated as such.
     The following story is for the entertainment of ADULTS ONLY, and
contains descriptions of explicit sex.  If you are not an adult, or
reading sex stories upset you, do not read any further.
     I am NOT the author.  I don't have the talent to write these
stories.  We can only be ... "TheEditor" and Associates.





                                  Her Foxy Mom

                                 By M. DeSantis



                                   Chapter 1

     Her mother's bedroom door was closed and Charlene could hear
nothing from behind it.  As she'd hoped.  Either her mother was still
out or she was sleeping.
     Either way, the last thing Charlene wanted at that moment was a
hassle for being out late on a school night with a bonus lecture thrown
in regarding the need to apply herself with finals coming up so soon.
     Shoes in hand, Charlene crept quietly up the stairs to the second
floor of the big duplex apartment.  Even with her mother's generous
salary, they wouldn't have been able to afford the plush, spacious
apartment on East 35th Street without her father's large alimony and
child-support payment each month.  Her parents had divorced twelve years
before, when she was five.
     The carpeting was soft, her bare toes sinking in.  Charlene was
always exceptionally aware of tactile sensations.  She was even more so
on that night.
     Why did he stop?  The words were a wail of frustration and protest
inside her head.
     She passed the closed door of her mother's study and slipped into
her own room, closing the door behind her and dropping her shoes
negligently on the bed.
     Is there something wrong with me?  She turned, facing the full-
length mirror on the back of her door and examined her reflection, even
though she knew it wasn't anything about her that had put him off, that
had stopped him, just when his hand on her pussy was on the verge of
bringing her off.
     Her eyes flickered over the young girl in the mirror.  She was an
attractive girl, a beautiful girl, in fact.  Every time she walked down
a street, she could feel the eyes of men on her.  Men old enough to be
her father turned their heads to watch her and walked into the sides of
parked cars.
     The girl in the mirror was only five-foot-six, but somehow gave the
impression of being much taller.  She had titian hair, that rare color
combining all the finest elements of red and brown.  Her hair was rich
and lush and full and straight, falling long and sensuously down her
back almost to her ass.  Her complexion was that special complexion
unique to redheads, almost translucent and yet somehow with a touch of
dusk in it.  Most people only get to see that complexion once in a
lifetime.  If they're exceptionally fortunate and all the karma is
right, twice.  No more.  Her hair and complexion were a wild card,
having come obviously from neither her auburn-haired mother nor her
nordic, blond-maned father.
     Her gaze flickered down over her body.  Her breasts, a bit large
for an otherwise slender, willowy frame, pushed out impudently against
her simple cotton blouse.  In the light of the room, there was no
certain indication that her breasts were braless.  Their firm lift and
steady rise and fall were almost too perfect.  She didn't need a bra.
She was seventeen, healthy, athletic and her body was taut and supple
with her active existence.  But in bright daylight, she knew, her
nipples were vague little spots of bright red shifting and moving inside
the pale blouse.  And she knew her boyfriend noticed them.  He always
teased her when he saw them stiffen.  Given the right circumstance, he'd
even surreptitiously tweak the throbbing, aching little buds through the
blouse with thumb and forefinger.
     Her torso tapered down to her waist.  She was proud of her waist.
It was only twenty-one inches around, not an ounce of flab or a hint of
sag to be found anywhere on it -- anywhere on her, for that matter.
Beneath her clothes, her stomach and abdomen were faintly ridged with a
hint of healthy muscle.  She swam at the health club twice a week and
the butterfly was her favorite stroke.
     Why did he stop?  He knew I wanted him to keep going.  She
remembered his hands inside her blouse, fondling and caressing her
thrusting tits, his touch sending shivers of arousal through her lovely
body.  She remembered how her legs had opened, spreading in weak
invitation on the car seat.  She remembered the touch of his fingers on
her bare stomach, her shorts opened at the waist, his hand slipping
down, moving always closer to the lightly furred juncture of her thighs.
She'd felt as if her vagina was on fire and her clitoris had throbbed so
powerfully that she'd expected it to burst right through her panties and
the crotch of her shorts.
     And then he'd stopped.
     Why?
     She glanced again at her image in the mirror.  Her hips were
slender, if anything, a trifle too slim.  Her shorts fit her like a
second skin and the aggressive thrust of her pubic mound was clearly
visible.  Her legs were long and shapely, smooth and flashing gracefully
when she walked.
     Why?
     She could've screamed with frustration.  Finally, she took her
attention from her own reflection and went to the closet.  Quickly, she
stripped off her clothes and slipped into a fluffy white terry cloth
robe.  She threw all of her, clothes down into the hamper for washing.
The way she'd been turned on, her pussy juices had soaked the crotch of
her panties and shorts.
     She was hungry.  She remembered reading or hearing somewhere that
hunger could be a sign of an unsatisfactory sexual encounter.  That, she
decided, was one hell of a perceptive insight on someone's part.
     Charlene switched off the light in her bedroom and walked down the
stairs.  The kitchen and dining alcove were on the lower level of the
apartment.
     At the base of the stairs she froze, straining in the silence of
the apartment.
     She heard it again, distinctly this time.
     It sounded like a moan.
     She is home!
     Charlene slipped with feline grace down the darkened hall and
poised outside the door to her mother's bedroom.  She didn't expect to
hear any creaking of bedsprings; her mother had chosen a waterbed for
herself.  Which was totally in keeping with her mother's style.  At
thirty-nine, her mother was a vital, active women -- and a damned sexy
one, too.  Even Charlene could appreciate that.
     She could certainly appreciate her mother's need for male company.
More so with each passing day of her own frustration.
     She pushed her hair back and pressed her ear gingerly to the door.
 From inside, Charlene could hear a man's voice, muffled but
distinctively masculine.
     Derek?
     Her mother had met Derek a few weeks before.  He was the kind of
good-looking man whose looks really lent credence to the idea that a man
reaches his prime at thirty-five.  He was tall and dark and fit and
handsome and his eyes smoldered with pure animal sensuality when he
turned it on.  Even she'd felt it when her mother had introduced them.
     Her mother had been a hell of a lot more mellow since taking up
with Derek.
     Hell, even Mom is getting it.  Why can't I?
     There was a long silence from inside the bedroom.  Charlene felt
her nipples hardening, her pussy starting to secrete as she had a quick
mental image of her mother and Derek making it together.  She knew what
her mother's body was like: much as her own, only more hips, more tits,
and more ass.  She wondered what Derek's was like.  She was sure he was
trim, in good shape.
     Wonder what his ... his prick is like?
     She knew what would fit his looks and aura.  A prick that was seven
or eight inches long, long enough to reach all the itching deep inside a
woman's cunt.  Not too thick, and swollen hard as iron, purple with hot
blood.
     She found her hand had slipped through the folds of her robe and
was moving lightly aver her pubis.  Her eyes half closed as her fingers
massaged her pussy lips.  A sudden gush of pleasure went through her.
She started to lose her balance, reached out with one hand and caught at
the end of the door frame.  Her head pushed against the door --
     -- and it swung inward.
     Charlene froze in horror.  The door swung inward another three or
four inches -- and then stopped.
     Had they seen it?
     She drew back to one side, hesitated.
     No, they hadn't -- and judging by the now clearly audible little
gasps and slurps she could hear from through the door crack, they
weren't likely to.
     "Yes, do that, Liz -- oh cripes!"
     Derek's voice was strained.  What was she doing, to him?
     Then Charlene heard a muffled moan, her mother's -- as if her mouth
were full.
     Afraid of being caught, Charlene shifted her weight and began to
straighten -- and then caught a flash of light from inside.
     Her eyes widened.  She could see them!
     Charlene leaned closer to the wall.  There, inside the bedroom, she
could see the two of them quite clearly reflected in the mirror atop her
mother's dresser.  The drapes of the bedroom window were drawn open.
The light of the New York City skyline fell upon the bed, giving the two
naked forms there a pale luminescence.
     Her jaw sagged open.
     They were eating each other.
     Her hand cupped her cunt between her legs, her palm moving
unconsciously against her sensitive pussy lips.
     Her mother was hovering over Derek on all fours, her legs spread
and straddling his chest.  Derek's shoulders were resting on top of her
calves.  Her mother's ass was tensed, her hips bent down.  She was
forcing her pussy into and on Derek's face.  Charlene watched as he
moved his head slowly from side to side.  She could imagine what she
couldn't see in the shadows: his tongue lapping out to lave and probe
the gaping cunt offered to him.  Her mother's hips rolled tightly from
side to side, her ass cheeks shifted and rippled as the tensed muscles
clenched and shook with the pleasures her lover was giving her.
     And Charlene's mother was returning the favor in kind.  She had her
hands on his powerfully hewn thighs, just above his knees.  Her hair was
disheveled and hung down, brushing the insides of his legs.  Her
breasts, so much like Charlene's but so much larger and more yielding in
their voluptuous richness, hung down to move over Derek's taut abdomen.
She twisted her head from side to side, moving it up and down, her lips
pursed to kiss gently the length of Derek's erection.
     Which was just what Charlene had imagined it to be.
     She watched as her mom parted her lips and took a section of his
dick between them.  Derek's hips suddenly heaved up violently.  She
could see her lips concaving with the effort of her sucking.  Her mother
moved one hand between his thighs, then upward.  Charlene couldn't see
what was being done there from her perspective, but she could easily
imagine: her mother was touching his balls.
     She watched as Derek brought his hands up higher on her mother's
pussy.  He pulled her down to him, driving her pussy urgently into his
mouth.  His lips opened still wider -- and then it looked for all the
world to Charlene as if he'd actually sucked the entirety of her cunt
into his mouth.
     Especially judging by her mother's reaction.  She watched as the
woman who'd borne her took her lips away from his dick, lifted her head
far back and gurgled through slackly parted lips.  Her mother's hips
began to jerk, her ass tightened still more as she thrust her eager cunt
fiercely into his hungry mouth -- and Derek seemed more than eager to
have it.
     Again Charlene heard the distinctive slurping sounds -- and then
realized that Derek was sucking her mother's labia and jamming his
tongue inside simultaneously, probing and exploring the inner delights
of her quim.
     Her mother's pelvis abruptly bucked, spastically -- and then she
was grinding her loins down powerfully against his face.  It looked to
Charlene as if Derek's nose was actually nuzzling high up between her
mother's rich, ripe ass cheeks -- perhaps pushing against her mother's
anus!
     Charlene insinuated one slim finger between the lips of her own
cunt.  Distantly, she felt her pussy sucking at the invading digit,
trying to pull it deeper inside.
     Her mother's pelvis shuddered -- and then Derek was pushing her
over onto her back.  He knelt above her, shuffling forward.  They were
clearly silhouetted against the window in the mirror then and Charlene
could make out almost every detail of what they were doing.
     Her mother quickly opened her lips in welcome as Derek's rigid
prick weaved towards her.  He kept moving forward over her until his ass
was resting lightly on her mother's heaving tits.  Her mother licked out
with her tongue, twirled it about the head of his throbbing prick -- and
then took the glass into her mouth.
     Derek leaned forward, putting his arms out.  His hands rested on
the bed over her mother's head.  He was on all fours, linked to her
mother only by the fleshy pole descending from his thick, hirsute pubic
bush into her lips.
     She watched as Derek began moving his hips sinuously down and up.
A few inches of his cock disappeared into her mother's mouth only to
reappear again, gleaming dully with saliva in the dim illumination.  Her
mother's hands came up to his trim, athletic hips, guiding his strokes
as he slowly pumped his prick into her face.
     He began to pick up speed.  His hips were moving more sharply, with
less restraint and his dick was jabbing into her mother's lips.  The
shaft slid back and forth, in and out of the tightly pursed oval of wet,
glistening mouth.  She could see her mother's throat working when Derek
pushed down deep and hard.
     Her mother's hand came up to find and grip Derek's muscular ass
cheeks.  Her fingers dug into the hard flesh of his ass -- and then she
was literally pulling him down to her, forcing his dick farther into her
face.  Now his every stroke brought his big, hairy balls down to brush
her chin.  His pubic hair tickled her mother's nose as he fed his cock
into her eagerly sucking mouth.
     Derek suddenly groaned and then he pushed his dick slowly into her
mother's mouth.  Inch by inch, the veined rod of flesh disappeared into
her mother's face until her lips were hidden within the coarse hair of
his bush about the base of his prick.  He held himself there.  Charlene
watched her mother's throat convulsively working, her cheeks concaving
as she continued to suck -- and then Derek was shuddering, hips jerking,
legs quivering.
     Charlene couldn't believe she was actually seeing her mother suck
her lover off, but the evidence was before her eyes ... and the proof
that she was seeing it was the effect it was having on her.  Charlene's
delightful nipples were stiff and hard as small stones, aching with the
need to be licked and sucked and pinched and fondled.  Her breasts, so
full and firm with her seventeen years, heaved rapidly.  And down
between her legs, in the soft pink slit of her lower lips, between those
swollen, ultra-sensitive labia, her pussy sucked and gripped her own
masturbating finger as if in hopes of massaging it into growth -- growth
that would magically transform her finger into a man's hard, throbbing
cock.
     A cock much like the one she was seeing at that very moment.
     Derek was raising himself as his ass cheeks clenched a final time.
Her mother's lips tightened about the shaft of his cock as he slowly
withdrew it.  His prick was sheened with his own semen and her saliva.
     Her mother gripped the depressed ring in the shaft of his cock just
behind the knob with her mouth, twirling her tongue around and around
the sensitive chunk of male meat -- and then Derek pulled it out with a
loud pop!
     Derek let himself fall limply onto his back.  The waterbed rippled
in response to the sudden movement, causing her mother's flushed body to
undulate slowly.  Her large, ripe tits moved restlessly and Charlene
noted that her mother's nipples were still hard.
     Derek lay with his loins next to her mother's heads.  Charlene
watched as her mother rolled onto her side, facing his big, limp dick
and his freshly drained balls.  Her mother reached out with her tongue,
just the tip, and began moving it over his thighs and hips.  There was a
dull coating of perspiration, saliva and misguided semen on his flesh
and from the way her mother was licking at it, it wouldn't last very
long.
     Charlene watched her mother move her head closer to Derek's spent
prick.  Her tongue moved lightly, caressingly over the tender tip flesh,
gently laving it.  She leaned her head still farther forward and Derek
let his legs slip apart to grant her access to the obvious object of her
intentions -- his balls.
     Sure enough, her mother began licking the base of Derek's dick and
then went still lower.  Her tongue wriggled sinuously over the wrinkled,
hairy sack of flesh holding his balls.  She put one hand between his
legs.  Her index finger moved against his scrotum between the loosely
floating orbs of his oversized balls, tightening his ball sack about
them, lifting and spreading them.
     Charlene's mother opened her mouth wide, pressed forward -- and
actually sucked one of Derek's testicles into her mouth.
     Charlene just stared, even the pussy-fucking finger momentarily
motionless.  She'd never actually seen anything like that before.  What
was it like to have a man's ball in your mouth? she wondered.  What did
it feel like and how did it taste?
     Her mother sucked on the captive testicle, her tongue sliding
around and over it.  Charlene could see that already Derek's dick was
beginning to resurrect.  The long, limber chunk of drained meat was
hardening, swelling once again.
     Her mother shifted between his legs, releasing the first and
sucking in the second testicle, treating it to the same exciting mouth
action.
     At the same time, Charlene watched her mother bring one hand up to
grip Derek's reviving dong.  Her fingers curled about it and she began
moving her fist up and down over it.  Derek's trim hips were starting to
jerk and shudder with the pleasures and want her mouth and hand were
once more inspiring.
     And Charlene's single slender digit was once again moving in her
tight young cunt, stroking back and forth in imitation of the fucking
she so greatly desired and so richly deserved.
     Her mother moved back, releasing his balls.  She slid her fist down
to the base of his prick and bent the rigid cock down towards her mouth
-- and then once again sucked the head of his dick between her lips.
     But this time she had no intention of drinking his hot fuck juice.
     This time, the mouth action was only additional preparation for
what her mother really wanted most of all.
     To be fucked.
     Charlene watched as her mother's hand went to his hips and began
urging him lower on the bed.  Derek didn't really need the urging, not
when confronted with such a lovely pussy -- especially when that pussy
was eager to receive the full length of his turgid cock.
     He moved quickly to cover her mother's well-rounded form with his
own muscular body.  Her mother's legs spread quickly, widely, her knees
bent and her feet flat on the shifting surface of the waterbed.  Both of
her mother's hands were between their perspiring bodies, finding and
gripping the shaft of Derek's raging prick, guiding it to the center of
her hot womanhood -- her twat.
     "Ooooh, yes, yes, fuck me!"
     Her mother's words came out in a gasp, almost a gurgle of pleasure
as she felt the head of Derek's dick dip into her cunt.  The knob
stretched her labia wonderfully, drawing them taut.  As he sank into
her, his long, wickedly throbbing prick pulsating with hot blood and
boiling semen, she felt every little bump and irregularity in the
surface.
     "Aaaaah -- that's it!"
     Charlene couldn't believe that it was her mother -- her mother! --
talking and acting like that.  To be sure, she'd known her mother took
lovers since she'd first learned the facts of life seven years before.
And her mother had brought her boyfriends home with her before, too --
even had one or two sleep over without the least attempt at concealing
the fact.
     But never had she ever dreamed that her mother, the career woman
with the sharp mind and crisp, businesslike manner, could ever be so
quickly and thoroughly transformed into a naked, writhing mass of nerves
and flesh!
     She watched, eyes wide and fixed on the reflected forms in the
mirror.  Her legs still bent, her mother was gripping Derek's trim hips
with the insides of her thighs while simultaneously throwing her hips up
to meet his little lurches.
     But as his cock became thoroughly lubricated with the effusive
secretions on the inside of her mother's cunt, Derek's strokes began to
pick up in both speed and intensity.  Faster, deeper, stronger -- and
all the time, her mother was meeting him shot for shot, humping back up
at him with all her strength.  The sounds of the wet genitals slurping
and sliding together, the sound of wet abdominal flesh slapping
together, the sound of balls smacking up against the crease of her
mother's rich, firm buttocks -- all of those sounds filled Charlene's
ears.
     And their effect went directly to her cunt.
     She plunged the invading finger into her own pussy as deeply as she
could.  Charlene had all but stripped her cherry completely away with a
variety of slim objects over the past few years of experimentation --
and frustrated horniness.
     She wriggled the digit inside her twat, feeling the walls of her
quim close on the intruder and grip it.  Her eyes, half-closed and
heavy-lidded, were fixed on the meeting point of the loins of her mother
and her mother's lover, seeking and savoring every least, quick glimpse
of the thick, bumpy shaft of flesh working in and out of the slot
between her mother's legs.  How Charlene wished it were her own cunt
Derek's prick was reaming!  She tried to imagine what that would feel
like, what pleasure centers his big cock could find and detonate that
were beyond the realm of her slender fingers.
     Inside the bedroom, the pace was changing.  Now Derek was varying
the speed and depth of his strokes.  First he jammed the full length of
his penis into her mother's hot cunt, then he pulled back an inch or so
and battered at her with four or five quick, sharp strokes that were
powerful enough to jolt her mother's entire body beneath him.
     But then he slowly withdrew all but the head of his dick.  Beneath
him, Charlene's mother was arching her hips and exposed gash up to him
hungrily, her pelvis rolling and her ass cheeks tensing powerfully with
the sensations and needs rushing through her.
     He held himself there, restrained above her.  Just the thick knob
of his dong was locked inside her hungry pussy grip -- but he was
getting the most from ft.
     Derek began swinging his hips above Charlene's mother, describing
circles in the air above her.  Inside her quim, his cockhead was
rubbing, pressing and grinding against her cunt walls from every
conceivable direction, stretching and drawing tight her pussy lips in
ways few women ever get to know.  Again and main, the top of his hard
prick shaft actually ground against her mother's swollen, protruding
clitoral tip -- and her mother responded with loud, guttural groans and
vain attempts to jab her pussy up onto more of his stiff dick.
     Her mother's body was like a human bridge, with her pelvis the high
point in the span.  Again and again the woman threw her hips up to her
fucker but he was in control -- and wasn't about to relinquish it.
     Slowly, then, Derek pushed perhaps an inch of his penis into her
slavering cunt -- and no more.  Charlene's mother became like a woman
possessed.
     "Yes-yes -- that's it -- that's -- NO!  DON'T STOP!  MORE!  More --
oh, fuck me, dammit fuck meeee ..."
     Hearing her mother beg to be fucked so passionately only made
Charlene all the hotter for it herself.  She thrust her slim finger all
the way up into her own sweet little slot -- only to find that was a
pale substitute for the real thing she craved.
     "Please, Derek, please," her mother pleaded.
     Derek grinned down at her in the dim illumination.  His hips
continued moving around and around, now also thrusting up and down a bit
at the same time.
     "Ohhhhh, pleaaaaaase," she groaned.
     Without warning, Derek unleashed a savage flurry of rapid-fire hip
jabs.  His prick pistoned in and out of her mother's hungry gash.  The
slurp-slurp of his fleshy prong working within her mother's sloppy, wet
twat was clearly audible.
     He stopped and again let his hips circle above her in the air.
Charlene watched as her mother reacted like a woman flayed alive.  Her
hips shuddered, her mouth opened and soundless wails of anguish caught
in her throat, her breasts heaved.
     And then Derek let her have it.
     He crashed down upon her with sudden force, slamming the full
length of his hard, thick cock into her, smashing her back down onto the
bed with stunning force.
     But not so stunning that Charlene's mother couldn't appreciate the
sensations.  Her cunt had been contracting under the teasing glans-
fucking he'd been giving her -- and as she received his abrupt attack,
her pussy walls were thrust brutally apart.  She could feel every detail
of the penetration.  Her legs came up high, ankles crossing over the
small of his back.  She was as wide open to his prick as she could get
-- he wasted no time at all in taking advantage of it.
     Derek raised his upper body on his arms.  Kneeling between her
spread, shapely thighs, feeling the grip of her legs on him, he battered
at her pussy and pubis with his achingly hard dick.  The hard, bony ring
at the base of his prick smacked up against her swollen, sensitive pussy
lips and the protruding bud of her clitoral stem.  His dong was reaching
and detonating all of the readied, explosive charges of pleasure deep
inside her.
     Charlene saw her mother whipping her head from side to side on the
bed.  Her movements told Charlene that they were into the short strokes,
the frantic jabs, the urgent thrusts that precede coming.  She could
just picture her mother's cunt gripping and climbing the fleshy pole of
Derek's hard cock, covering and uncovering just the bottom inch or two
as she strained for her orgasm.
     Suddenly, her mother arched her hips up at her lover.  Still
keeping her leg grip on him, she curved her back up and jammed her
spread loins eagerly towards him.
     "Oh shit-yes-yes -- YESSSSSsssss!" she screamed, the orgasmic cry
trailing off into a wail of intense pleasure, finally becoming a long,
gasping hiss of ecstasy as she made the peak she'd craved so hungrily.
     But then Derek's loins were bashing hers -- and Charlene heard him
grant with strain and pleasure.  Again and again he heaved against
Charlene's mother's pussy, jolting her curvaceous form beneath him.
     He's coming inside her!  Charlene realized with sudden excitement.
What, she wondered, did it feel like to have a man empty his balls of
their load of hot, thick, creamy sperm inside her cunt?
     "Oh, yes, I can feel you coming -- yes, yes, yes," her mother was
blathering.  Charlene managed to wedge another finger into her tight,
unfucked cunt and rubbed the two of them rapidly back and forth -- and
then froze.  Their movements on the waterbed had stopped.  They lay
limply together.  At any moment, they might notice the open door and
catch her peeping on them.
     With a silent moan of frustration, Charlene pulled the two fingers
from her pussy.  She held them beneath her nose, sniffing; she loved the
aroma of sex, even her own.
     Tentatively, she licked her index finger.  She'd never done that
before.
     So that's what it tastes like!  Ummmm, not bad -- not bad at all.
     Then she crept hurriedly back up the stairs to her room, her cunt
aching with need, her body crying out for the one thing for which it
seemed built -- and the one thing she had never had: A good fucking.



                                   Chapter 2

     She closed the door to her room behind her -- and then stood,
motionless.
     What could she do?
     Her body was burning with the need to come and her mind still
reeled with what she'd seen and heard in her mother's room.
     Why not me?
     Every fiber of her body, every nerve, seemed preternaturally
sensitive.  She was aware of the terry cloth robe against her nipples
and breasts, caressing them with each breath.  She could feel the
material on her ass cheeks, pressing against the smooth, firm-molded
mounds of flesh.  She felt it against her thighs, her hips; her flat
abdomen -- and she could feel the coolness of the air in her room
slipping between the folds of the robe to rub and taunt her overheated
pussy.
     Why does Sal always stop?
     She and Sal had been going together for almost four months.  He'd
kissed her deeply, slipped his hands inside her blouses and sweaters and
tasted her breasts.  He'd insinuated his fingers beneath her slacks and
skirts and dresses to rub her sweet little chub of a cunt.  Once he'd
even opened her blouse and sucked her tits.
     But he always stopped.
     Like tonight.
     She remembered the feel of his hands on her, remembered the way his
fingers had found her nipples inside her top that night.  He'd know how
to tweak them just so, sending shivers of mingled pleasure and pain
through her.
     She slid her own hands between the folds of the robe.  The sash,
already loosened, fell open.  Charlene cupped her own breasts, tenderly
squeezed them.  Her knees became weak and her cunt felt as if it would
burst into flame at any moment.
     She lifted her tits, testing their firm, seventeen-year-old thrust,
their well-developed fullness, the creamy texture of the flesh.  She
revolved them slightly, feeling all the muscles and ligaments gently
pulling.  She closed her eyes, imagining that it was Sal doing it to
her, that he was standing behind her and his hands were on her tits.
     Her hands slipped down from her breasts to press against her rib
cage, then moved lower.  Her fingers glided over her trim waist, the
gentle flare of her slim hips, then dropped to the sleek, smooth, taut
flesh of her thighs.
     Charlene shrugged her shoulders.  The robe fell free from her and
came to rest on the floor.  She stood naked in the center of her room,
the only light from the little bedside lamp.  She faced the full-length
mirror again and she looked at herself with appreciative eyes.  She
watched her own hands move over the tops of her thighs.  She shifted,
legs parting more.  Now her hands moved up over the soft, extra-
sensitive inner flesh at the tops of her thighs.
     Her vision telescoped in on her fingers.  They moved and meandered
about the juncture of her lissome legs.
     She shuddered as her fingertips grazed the outermost edges of her
pussy lips.  That felt so good!
     She imagined that it was Sal touching her pussy, toying with her
labia, that his fingers were fondling and squeezing the soft petals.
     She shoved one hand between her thighs, cupping her cunt in her
palm.  She pressed against her quim, rubbing it slowly in little
ellipsoid circles that both massaged her cunt lips and drew them back
and forth over her warming clitoral nubbin's tip.  Her legs were getting
weak, rubbery and her knees began to buckle.
     She pulled her hand from between her legs, looking down at it.  She
could see the bright dew of her pussy on the flesh.  The inner walls of
her unfucked cunt screamed for something long and thick and hard to be
crammed between them -- something long and hard and thick and hot,
filled with hot blood and ready to fire hot semen.
     A cock.
     But the only cock in the house was attached to her mother's lover.
     She had a quick mental image of herself walking, naked, into her
mother's bedroom at that moment.
     She visualized Derek and her mother going at it again and in her
mind she saw herself walking to the edge of the bed, tapping Derek on
the shoulder.  In that fantasy they stopped their fucking and looked up
at her, smiling patiently.
     "Mind if I borrow him for a little while, Mom?  Just for a half
hour or so?"
     "Oh, sure, honey, go right ahead.  I'll do my nails while I'm
waiting."
     Her eyes flickered over the room -- and came to rest on her
hairbrush.  It was an ultra-modern design, sent to her by her father for
a birthday present a few months before.  The hairbrush was part of a
matched set of utensils that included a comb and a teasing brush.  They
were made of Lucite acrylic, smoky pink.
     She crossed the room to the dresser and lifted the hairbrush in
pussy-juiced fingers.  The handle extended a good six inches from it and
was a bit thicker than her index finger.
     It was only a substitute, she knew, and a poor substitute at that.
     But it was all she had.
     As she baked at it, one hand slithered back down between her legs.
Her fingers moved lightly over her labia, teasing the flesh and
maintaining the terrible level of her as yet unsatisfied arousal.
     Like someone in a dream, she walked to her bed.  With each step,
her pussy lips moved back and forth beneath her fingers.  She sat on the
edge of the bed and lay back, her long legs bent at the sedge of the
mattress and her feet flat on the floor, her sleek thighs widespread.
She let the tip of the brush handle trail over her breasts, around and
around the snowy hillocks of firm flesh.  The tip moved over her
nipples.  They were stiff, swollen with hot blood and even more
sensitive than usual to tactile sensation.  She bit her lower lip to
stifle a sigh of pleasure as she pushed the end of the brush handle down
onto her nipples, each in turn, indenting the turgid tit-tips.
     Then she moved the brush handle down in the narrow valley of
cleavage between her breasts, closing her eyes and telling herself that
it was a man's cock, that he was letting her feel its hardness against
her dermis before he thrust that rigidity into her twat.
     Still lower, the end of the Lucite brush handle moved over her
flushed body.  It barely grazed the softened ridges of taut, lean muscle
crisscrossing her stomach, only lightly trailed over the sensitive flesh
of her flat abdomen.
     The tip of the hairbrush handle was at the outermost tendrils of
her fiery pubic thatch.  Charlene's lower glory was as titian as her
head's mane -- but a shade or so lighter, with more of the coppery fire
and less of the somber brown in its hue.  She traced the perimeter of
the soft, silken fur, legs parting with excitement and anticipation.
     And in her mind, her lover was gripping his hard cock with one
hand, guiding it ever closer to the softly haired slit of pink between
her long, lissome legs.  In her mind, that lover was Sal, her boyfriend,
with his quick hands and cheerfully boyish smile and dark brown eyes.
     But as the tip of the handle began probing at the wet region of her
labia and the crease of her thighs, her imaginary lover began to change.
His features became vague and indistinct in her mental view.  His face
become older, his smile less boyish and more confident, his hands less
fluttering and more certain.
     She flicked the end of the hairbrush up and down against her lower
lip, biting it to stifle the groans of pleasure welling up in her
throat.  The cool lucite was quickly becoming slimed with her abundant
pussy juices.  The touch of it moving up and down between the tightly
compressed edges of her cute little chub lips was sending new shivers of
excitement through her.
     In her mind's eyes, she was a voyeur watching herself and a man, a
mature man, a dark-complected man with dark hair and a strong, slim, fit
body and incredibly knowing hands.  The man's face resolved itself,
became distinct in her imagination.
     Derek.
     "Oooooo," she moaned, wedging the tip of the substitute cock
between her labia.  She swiveled it around and around a bit, trying to
duplicate with the rounded Lucite end of the handle what she'd seen
Derek doing to her mother with the swollen knob of his cock only moments
before.  She felt her cunt lips pulling and shifting, being drawn back
and forth about the shaft of her protruding little clitoris.  The
sensations roiled more urgently inside her.  Her hips tensed and rolled
on the bed with the wash of pleasure through her lithe form.  Her
breasts, so large and full for an otherwise slender frame, jiggled and
heaved with the increasing violence of her writhing.
     She pressed the makeshift dildo into her cunt, both hands between
her legs gripping the wiry bristles.  As the slender shaft probed up
into her, her mouth slowly opened wider and wider.  Her head jerked from
side to side on the bed, her hair whipping back and forth.
     Deeper and deeper, she could feel the cock of her fantasy lover
plumbing her innermost regions.  She felt the touch of flesh against her
pussy lips.  It was her hands, but in her mind the touch was that of
Derek's groin as the base of his cock sank into her quim grip.  Her legs
opened still more and she heaved her willowy hips forward to met his
thrust.
     She pulled the hairbrush lover back, shuddering as she felt her
cunt walls clamping tightly together behind it.  She loved his touch; he
knew exactly how to move inside her, precisely how she wanted his rigid
dick to probe up into her body.  He was so good, just as she'd thought
he would be, just as she'd hoped.
     Back and forth, in and out, the handle of the hairbrush plunged
between her tight labia.  Her hips jerked upwards, arching and bumping.
The bed shifted beneath her with the power of her heaves.  She took one
hand from the false cock she used and brought it up, to her rollicking
tits.  Charlene caught one nipple between her thumb and forefinger,
tweaking it, squeezing it, rolling it, pretending that the touch was not
of her own hand but of his hips, that he'd leaned his head down to suck
her breasts as he fucked her slavering cunt.
     The sound of the lucite dildo working within the grip of her
hungry, wet cunt joined the little gasps and moans escaping her lips.
Loud slurps and sucking noises grew both in volume and intensity as she
whipped the hairbrush back and forth between her legs.  With each in-
stroke, the edge of her hand pressed against the lips of her cunt and
her aching clitoris, adding those sensations to the feel of the slick,
hard lucite handle within her vaginal walls.
     Faster, harder, as if she intended to disembowel herself, she was
working the handle of the hairbrush in and out of her twat with furious
need.
     In her mind, her lover was fucking his big hard prick into her cunt
with the power of impending orgasm.  She was eager to feel him coming
inside her, desperate to feel his hot juices flooding inside her snatch,
filling her pussy and womb to overflowing.  She wanted his semen to
drench her innards till it backed up and flooded out of her slot,
staining the bed beneath her.
     She felt the explosion growing closer within her.  Her hips writhed
sinuously, arching up to meet every thrust from her dream lover's cock.
And then --
     She came.  It was on her, all at once.  The full rush of her coming
slammed through her body, starting at the entrance of her cunt and
spreading outward.  She bridged upwards, her pelvis humping towards the
ceiling.  With abrupt strength, she crammed the last of the hairbrush
handle into her twat and threw her head back.  Her mouth lolled open.
Her breasts rose, fell, rose -- and stayed there, throbbing, thrust
upwards.  Her thighs shook, her calves knotted, her belly rippled, and
most of all, her cunt contracted and fluttered over the length of the
lucite rod shoved into her.
     She fell back, panting.  Charlene expelled the breath she'd been
unconsciously holding.  The coiled ball of tension between her hips
unraveled, taking with it her carefully constructed fantasy.
     But not her frustration.
     For despite it all, she still wanted to feel a real cock in her
slot, wanted to feel it throbbing and jerking and spasming, wanted most
of all to feel it spitting and spurting hot, thick, heavy cream all over
the blazing fires within her body.
     She lay there, half on the edge of the bed gasping for breath.  The
hairbrush protruded from her cunt, the handle still tightly gripped by
the strong little muscles at the entrance of her fiery young cunt.  The
coppery hair there was tangled and matted about the shaft of the handle.
The lucite itself was slimed with pussy juice.
     She reached down and gripped the end of the hairbrush.  She started
to pull it out, then hesitated.  She twisted it and the handle moved
with little friction of her vaginal hold, fanning still more the dying
ember of her lust.
     But then her eyes caught sight of the clock.  It was late, nearly
two in the morning, and she had to get up for school in a few hours.
Catching her full, pouting lower lip between her even white teeth to
repress the moans fighting to escape her mouth, she pulled the hairbrush
handle out of her snatch.  The feel of it coming out again reminded her
of the peak she'd achieved just moments before and more -- it reminded
her body of the pleasure.
     The handle gone, she lay there again for long moments, staring up
at the ceiling and wishing that her lover hadn't been merely imaginary.
She tried to dream what it would be like to feel a man's limp dong
pulling out of her pretty little slit and then the steady drool of his
semen dribbling from between the tightly compressed lips.  She tried to
imagine that her lover would take her in his arms and tenderly kiss her,
vowing never to so much as look at another woman, that she was so good
to him with sex that no other woman could possibly interest him.
     She tried to imagine it.  But it was hard.
     She thought of her boyfriend.  Why didn't he take her?  Why did he
always back off?  He had to know she wanted to feel his prick inside her
cunt, couldn't help but know it.
     Finally, she sat up, then stood.  The cock of her dream lover, the
hairbrush, lay forgotten on the bedspread as she strode with languid,
uneasy grace into her bathroom and prepared for bed.
     And even as she twisted the chromed faucet handles and the water
came gushing out, she was already deciding what she would do to cure her
frustration.  She would no longer play the role of the passive,
unresisting young girl with her boyfriend.  That hadn't succeeded in
getting her the sex she wanted.
     No, she was going to take the initiative.
     She slipped into the bed.  For long minutes she lay there, mind
racing.  Sleep wouldn't come.  She was too tense, too stiff, every
muscle throbbing, aware of every beat of blood pulsating through her
veins.  As always, she was naked beneath the covers, and when her
fingers finally meandered down to the juncture of her sleek thighs, they
had no difficulty at all in finding the pleasure spots between them.



                                   Chapter 3

     "Time to get up, Charly!"
     Her mother's voice through the door was brisk and cheerful with the
new morning.
     Charlene was annoyed.  Not that her mother was waking her.  In
fact, Charlene had already been awake.  She'd slept only fitfully and
she welcomed the morning.  It gave her an excuse to surrender in the
battle to sleep and finally arise.
     What she resented was the reason for her mother's cheer and her own
melancholy.  Her mother, after all, had gotten it the night before.
     Charlene hadn't.
     She swung her long legs over the side of the bed and stood up,
stretching away the uncomfortable links -- not the stiffness that
follows a good, sound sleep.
     I wonder if Derek is still here?
     There was no real reason for her mother's lover to have left yet;
Charlene knew he owned a small real estate business on the increasingly
fashionable Upper West Side of Manhattan.  And Derek had been getting it
on with her mother long enough for him to be "allowed" to sleep over the
entire night and leave next day.
     Quickly, Charlene pulled on a filmy peignoir and brushed her
glorious hair back into a ponytail.  She checked herself out in the
mirror.  The peignoir was becoming to her, a pale yellow color, but when
she stepped through the bright sunlight coming through her window, it
became all but transparent.  Most of her was placed on display, her
thighs above the midpoint hem clearly silhouetted right up to the little
ripples of young pussy lip shadows through the material.  Her breasts,
unfettered and disdaining the support of a bra as unnecessary, bounced
enticingly while still straining with their firm thrust against the
fabric.  Her nipples were dark spots in the center of pale mounds of
creamy flesh -- dark spots that were slowly hardening to twin spikes
from the friction of the lightweight peignoir against them.
     She looked sexy and edible -- and wet, with her finely chiseled
features and red hair and bright green eyes, she also somehow managed to
look like an ice maiden, almost haughty in her appearance.
     She took a deep breath, her magnificent breasts testing the holding
power of the peignoir, threw her shoulders back -- and then opened the
door and walked out into the corridor.  She jounced quickly down the
stairs to the kitchen, tits bobbling beautifully -- and sadly, for there
was no one to appreciate the sight.
     Her mother sat at the kitchen table, staring out the window.  The
view was to the west, and much of midtown was easily visible.  Their
building was on Thirty-fifth and Lexington, their apartment on the
fortieth and forty-first floors.  Over on the Park Avenue block, a well-
dressed couple in their fifties were taking breakfast on the garden
patio of their penthouse, served by a handsome black man in a butler's
uniform.  The man was reading the paper.  Charlene was sure it was the
Times.
     "Good morning, Mom," she said, leaning over to press her lips
lightly to her mother's cheek.  Her mother's complexion was still as
soft and alluring as any woman of twenty might wish.  At thirty-nine,
she turned teen-aged heads to watch her with ease.
     "Hi, Charly," her mother answer.  "Coffee?"
     "I'll get it"
     She knew her mother was watching her reflection in the windowpane.
It made her a bit uncomfortable this morning.  Whatever was on her
mother's mind, though, she knew it couldn't be too time-consuming.  Her
mother was a copyrighter for an ad agency -- a damn good one, too -- and
would be leaving for work in a few minutes.  She was already dressed in
a camel dress cut an inch or so up her thighs and hugging her trim waist
to emphasize all the more the curvaceous fullness of her bust and ass.
     Charlene walked over to the table with her coffee and sat opposite
her mother.
     "You came in awfully late, young lady," her mother began gently.
"I thought you understood: no late dates on school nights.  Leave you
too groggy to learn.  You look half-asleep as it is."
     "Un-huh." Charlene sipped her coffee.  She couldn't resist asking.
"How was your date?"
     Her mother's eyes clouded.  "Oh, fine, fine." She was momentarily
lost in a reverie of remembered passions -- as Charlene had hoped.
     But then her mother drained her cup and looked Charlene squarely in
the eye.  "Charly,"
     "Um?"
     "Are you a virgin?"
     Charlene nearly shit herself.  "Am I a what?"
     "Virgin.  You know, intact hymen and all that."
     "Mom, for crying out --"
     "Well, are you?"
     She sighed.  "Yes, Mother." Which was, technically, true.  While
she had managed to strip away that little piece of skin over the past
few years of cramming various objects into her hot young cunt, she never
had actually, fucked with a man.
     To her dismay.
     "Why?" her mother asked.
     Charlene stared at her.  "Why?" she echoed.
     "I asked you first."
     Charlene couldn't help but smile at the old Groucho line.  "Well, I
just -- just haven't -- haven't -- you know, Mom."
     "Why not?  Sal's got the hots for you -- and unless high school and
college boys have changed markedly since I was your age, probably half
the straight males in the city drool over you.  So why?"
     Charlene was just getting around to formulating the answer to that
when her mother stood and said, "I'd better get going.  But if you
decide you're going to do any you-know-what, young lady, you call the
doctor and arrange some precautionary measures -- if you know what I
mean." She bent, kissed Charlene on the forehead.  "See you later,
Charly."
     "Yeah, have a nice day, Mom." Charlene stared down into her coffee
as her mother left the kitchen.  A moment later, the door to the
apartment closed.
     Cripes, she thought, even her mother had seemed a bit put off to
hear that Charlene hadn't done any fucking, had not been getting her
share.
     Maybe, she thought, there would come a time when any good mother
would ask her that of her daughter out of genuine concern.  She could
picture it:
     "Are you feeling okay, Jane?"
     "I'm okay, Mom."
     "Are you sure?  Let me look at you." And then after examining her
daughter's appearance, a good mother would ask," Jane, have you been
getting your share lately?"
     And if her daughter admitted she hadn't been, her mother would
admonish her to go out and find a man with a good stiff dick.  Maybe
turn over the keys to the bedroom for the night.
     Charlene sighed again.  That time hadn't come -- yet.  Though she
suspected that it did really happen that way in at least a few
households.
     But not her own.  Not yet, at least.
     She finished her coffee and got ready for school.
     By happy coincidence, that was the day of the teacher's meeting at
her school -- and therefore all of the classes for the afternoon were
called off.
     It fit in perfectly with Charlene's scheme.
     She met Sal in the usual place -- outside the Sixty-eighth Street
entrance to the IRT.
     "Hi, Charly," he said brightly, kissing her lightly on the cheek
and slipping one arm about her.  They made a striking couple.  Sal was
tall and well-built and handsome, with dark, curly hair that almost
covered his ears.  He squeezed her to him.  It was the same, as always.
     So far.  But what Sal didn't know was what she had in mind for him.
     "What's up?" he asked.
     "Not much.  What're you doing this afternoon?"
     "Nothing in particular.  Got something in mind?"
     You don't know the half of it.  "Oh, I thought we might go back to
my house and just fall out.  There might be a good movie on cable TV."
     "Suits me." They went into the station and boarded a train to
Thirty-third Street, then disembarked and walked to, Charlene's
apartment building.  They'd done this before and always had ended up
watching cable television movies or playing Scrabble.  Occasionally,
they'd gotten down to it and once that had led to some pretty heavy
messing around.  But when Charlene had put her hand on the bulge in his
pants, Sal had suddenly gotten scared and backed off.  He was afraid her
mother might find them.  Or something.
     She'd whacked off till her pussy was sore that night.
     "I'll be right back," she said when they .got inside the apartment.
"Going to get out of these and into something a little more comfortable.
Be at home."
     In her own room, she quickly stripped off her school clothes and
pulled on a sashed blouse that reached almost to her knees, a pair of
black panties and nothing else.  She tied a loose knot in the sash so
that the sides hugged in just enough to accentuate her trim waist and
the soft, gentle flare of her adolescent hips -- not to mention the
bold, impudent thrust of her twin mounds of quivering, creamy tit flesh.
     This time, when she came flouncing down the stairs, there was
someone to appreciate it.
     Sal looked like his eyeballs were going to roll right out of his
head.
     "What are you looking at?" Charlene demanded sharply.
     "Y-y-y-y-" he stammered.
     "Sounds like?" she teased, putting on as though they were playing
charades.
     Sal stopped, took a deep breath -- and then another.  Finally, he
said, "Charlene, I can see ... everything."
     She sidled up close to him, slung her arms up over his shoulders
and around his neck and pressed the full length of her lovely body to
his.  She could feel the potent bulge of his cock through his trousers
growing down his thigh.
     "Complaints?" she whispered, slipping her fingers up through the
hair on the back of his head.  She let her eyelids half-close, gave her
hips a little twist so that her out-thrust little pubic mound would move
against his thigh.  His eyes were momentarily distant -- and then became
fearful.
     And still, he'd made no move to take advantage of her blatant
offer.
     Charlene pulled his head down, meeting his still-stammering lips
with her own.  Her mouth was open in moist, yielding invitation and as
soon as the first contact was made, she let her tongue slither out and
in between his teeth.  His tongue jerked back at her touch, as though
burned -- but she pursued him.
     Within moments, their tongues were dueling on the playing field of
their wetly joined mouths.  She could feel his dick swelling still
harder, throbbing even more insistently within the confines of his
regulation jeans.  His arms tightened about her back, crushing the
luscious swells of her breasts fiercely against his chest.
     But then, Sal suddenly pulled his mouth from hers, averting his
face.
     "What's the matter?" she asked.
     "We -- we shouldn't be doing this," he breathed.
     "Shouldn't be -- " She stopped, caught her breath "And why not?"
     "Because we're liable to get carried away." Sal answered.
     "And what's wrong with that?" she demanded.
     "Because I-you-"
     "Spit it out!"
     "Because you're a virgin."
     "I don't want to be a virgin," she said carefully.  Suddenly, she
understood.  One of her girlfriend's had told her that she'd lost a
boyfriend who wouldn't fuck her because she'd told him she was a virgin.
She'd simply let her next man assume she wasn't -- until the bloody
evidence afterwards told him.
     "Charlene!" Sal gasped.
     Obviously, she thought, Sal didn't want what he perceived to be the
responsibilities and ties of popping a girl's cherry.
     Only one thing to do.
     Charlene slipped one hand down over his thigh until her fingers had
closed about the rigid, pulsating lump of his penis within his pants.
Sal gasped and yanked her fingers away from him.  "Don't!"
     "But why --"
     "Because you're a --"
     "Maybe I don't want to be," she said.  "And maybe I'm not."
     His jaw fell.  "But you said --"
     She went into her act.  "I'm sorry, Sal, but I -- " She raised her
eyes and met his gaze.  "I lied."
     "You lied?  You?  I don't believe it!"
     "It's true," she said.  "I-I don't like to talk about it because it
was ... against my will."
     "You were raped?"
     Was it her imagination or did his cock really give an extra spasm?
     "When I was thirteen," she continued, improvising effectively.  "No
one knows except Mom and me -- and you, now.  Not even Daddy knows."
     "Cripes," he whispered.
     She was sure: he was more excited.  She let her hand slip back down
his leg, insinuating it between them.  She slowly covered the swollen
bar of his prick flesh and gently increased the pressure of her fingers
on it.  She could see the reaction in the slowly changing expression on
his face.
     "Why are you telling me now?" he managed to ask.
     "Because you'd never have gotten around to making love to me
otherwise -- and I want you to."
     "You want me to?" he asked, as though he were unable to believe
what she'd said.
     "Yes," she hissed -- and tightened her finger grip powerfully about
his cock.
     Sal groaned, flinched, eyes closing.
     "Yes, Sal, I do," she murmured.  "Take me!"
     "Oh, cripes, cripes," he groaned -- but still made no move to do as
she'd asked.
     So Charlene literally took matters into her own hands.  She moved
her fingers deftly and his zipper was open.  She reached inside with one
hand and got her fingers into his briefs.  A moment of quick, desperate
fumbling and she had his aching cock out into the open air.
     And in her cool hand.
     "Do you want me to tell you about it?" she asked.
     He didn't even ask her what "it" was.  He knew.  "Yeah," he said.
"Tell me."
     She wrapped her fingers about the stiff bar of dick flesh, savoring
its heat and the steel behind the velvety softness.  His cock was a good
six inches long and thicker than the handle of her hairbrush dildo.  The
knob was purpled with blood and his shaft thickened just slightly before
disappearing down into the mass of coarse, wary hair matting over the
base of his groin.  His balls were tight and full with pent-up semen.
     Again, she improvised, as her fist began shuttling slowly up and
down over the length of his dong.
     "It was late summer," she said, hand moving, "just after my
birthday and just before school started."
     As she spoke, she moved slowly backwards, gradually backing towards
the conversation pit sofa.  He followed her.
     "It was the year before you moved into the area and it was very
hot."
     She loved the feel of his hard-on beneath her fingers.
     "I was swimming in the pool of the thirtieth floor of the building.
It was late, nearly eleven, and it was almost deserted -- except for the
pool guard and one of his friends."
     She felt the edge of the couch cushions against the backs of her
knees, gracefully lowered herself to sit.
     "He was watching me all night.  Maybe it was the way I was
dressed."
     "What were you wearing?" Sal asked hoarsely.
     "A pair of bikini bottoms -- and an old white teeshirt.  My breasts
were really just starting to develop then.  They weren't as big as they
are now."
     She was sitting, facing him, looking right at his cock -- and it
seemed to Charlene almost as if his prick was staring right back at her
with the cyclopean eye of the pee-hole slit in the glans.  As she spoke,
she slowly loosened the sash of her top and let it swing open, exposing
her gorgeous tits to his hungry eyes.  He feasted on them, devouring the
perfection of their curves, the saucy uptilt of her stiffened little
nipples, the melonlike firmness of the mounds of milky white flesh.
     Slowly, she brought her free hand up and let her fingers slightly
caress the underside of one thrusting, snowy hillock, emphasizing the
gentle fullness of the well-developed tit.
     "Gawd, they're beautiful," Sal managed to mutter.  He stared at
them as though he'd never seen a woman's naked boobs before.
     "My breasts weren't nearly this large," she repeated, half-
encircling one jug with her hand and lifting and squeezing it by way of
illustration.  She bent her head down and licked out her tongue, barely
grazing the taut little spike of pink nipple flesh.  Then she looked up
at him, saw his eyes locked onto her.  "They've always been super-
sensitive -- even then," she whispered.  "The cold water in the pool
made the nipples get all hard and pointy -- like they are now." Again
she bent her head and teased the turgid little peak with her wet tongue.
She felt an answering gush of warmth through her cunt.
     "I saw the guard watching me.  He was eighteen.  His name was -- "
She stopped.  "It doesn't matter."
     "You know who it was?" Sal asked -- and then gasped as his cock was
treated to a sudden, rapid shuttling by her fingers.
     "Sure," she answered, squeezing tightly about the base of his dick.
"But we didn't prosecute."
     "Cripes -- oh, shit!"
     Again her fingers had tightened about his dick shaft.  At the same
time, her free hand had moved to open the waist of his pants.  The jeans
fell to the floor about his ankles.  She relinquished her grip on his
click long enough to work his briefs down off his hips and about his
thighs.
     And then her fingers were once more wrapped about the angry
erection throbbing from his loin.
     "He watched me for a while.  Then he asked me if I knew how to do
the butterfly stroke.  I told him I didn't and he said he'd show me.
When he stood up on the chair I saw this big bulge inside his lifeguard
swimming trunks.  I knew what those things were all about but -- but I'd
never actually seen one before."
     Which was a blatant lie on her part.  She'd seen hard male cock
before, all right.  She'd loved watching from her bedroom window as the
couple in the building across the courtyard fucked.
     "He got into the water with me," Charlene said, her hand moving
gradually faster on Sal's prick.  He had me float on my belly and
slipped his arms under me to show me how to move -- and then he put his
hands on my titties and squeezed them."
     She stopped, licked her lips.  The head of his prick looked as if
it were going to explode from the pressure of hot blood within it.
     "I was scared and tried to get away from him," she continued with
her invented story.  "But I couldn't.  And besides, as soon as he did
that, I felt this warm sensation inside me, like an ache.  He turned me
over in the water, then wrapped one arm around my waist and held me
close." She closed her eyes.  Her hand began twisting over the skin of
his prick.  "I could feel all his muscles against me -- and that -- that
-- that thing inside his swimsuit all hard and stiff and throbbing.  It
was pressing right between my legs, against my pussy.  I couldn't help
it; it was starting to turn me on."
     She ran the tip of her tongue slowly over her lips.  Then she
opened her eyes and found Sal staring, slack-jawed, at her.
     "He put one hand down the back of my swimsuit, then reached down
with his fingers till they were touching between my legs, right on the
lips of my pussy.  It didn't have any hair at all on it then -- it
hasn't even got that much on it now.  I thought I was going to melt, the
way it felt"
     She stopped, took a deep breath and felt the aching in her tits.
She was turning herself on with the story as well.
     "All the strength seemed to go out of me as he told me how he'd
always watched me, always wanted to do that with me and show me how good
it felt.  He said he'd always imagined what it would be like to --"
     "Go on," Sal rasped.  "What?"
     "To suck my pussy," she said quickly, as if ashamed to say it.
"How sweet and tasty it would be, what it would be like to put his
tongue up inside me and suck my pussy lips, how hot and tight my little
cunt would be when he fingered it.  And the more he talked like that,
the more he played with my pussy, the more turned on I got.  I was
getting weak.  I couldn't make myself fight him -- not even when he
pulled my bottoms off."
     "Oh cripes, yes," Sal whispered, eyes closed.  "I can just imagine
your little ass, all hard and tight, your little cunt, so sweet and
fresh.  Cripes."
     "He carried me over to the side of the pool and put me up on the
deck.  The astroturf was brand-new then and soft underneath me.  My legs
were hanging over the edge of the pool, dangling into the water.  He put
his big hands on my thighs, spread my legs and -- and then he put his
mouth over me down there." She shivered with imagined, remembered
sensations.  "I thought I'd die, it felt so good.  His tongue was
playing with my pussy lips and moving up inside me just a little bit and
he nipped at my labia.  From time to time, he'd shove his tongue way up
inside me and then suck as hard as he could on my pussy -- and then I'd
feel like he was sucking my insides out.  Pretty soon I was pushing my
hips towards him, shoving my pussy into his mouth.
     "And then he was putting his big hands underneath my ass, lifting
my hips and feeding my pussy into his mouth like it was a Chinese meal."
     She shook, her hips writhing and grinding downwards against the
sofa fabric.  She was imagining what it would have been like even as she
made it all up -- and it was making her hotter than ever.
     "He kept that up for a few more minutes -- and then he started
sliding me backwards on the astroturf, climbing out of the pool.  He
stopped eating me -- and then I looked up.  My tee-shirt was all I had
on and it was plastered tight to me with the water.  It was almost
invisible.  But he -- " She stopped, took a deep breath, noting the way
Sal's prick was jerking in her grip." He was totally nude.  I looked at
his penis and -- and then I got scared.  All of a sudden, I realized
what he was going to do, where he was going to put it -- and I knew I
couldn't take it.  It was too big for my first dick, just too much!"
     "How big was it?" Sal asked, breathless.
     "Oh, it wasn't as big as yours," she said cleverly.  "But to me it
looked like the Empire State Building."
     "And then, did he --"
     "Yes," Charlene answered quickly.  "He got down on his knees
between my legs.  He made me put my hand on it.  I didn't want to, I
told him I was afraid -- and he called me dirty names and said if I
didn't, he'd -- he'd -- he'd put it somewhere else ... up my backside."
     Sal could only blink -- and then flinch again as she gave his
hardened click a quick twist with her increasingly expert hand.
     "I knew if he did that it'd just about kill me ... so I did as he
told me.  I put the head of his penis up against my little cunny.  He
told me to rub it up and down and I did.  That felt good, especially
when the soft skin on his glans hit my clitoris.  I was still excited,
and the juices from inside my little pussy made me even hotter when I
heard them slurping on his dong."
     She paused as Sal put one hand on her shoulder and pushed her
blouse back.  It fell from her upper body.  She was naked from the waist
up.
     "Then he told me to use my fingers to spread the labia.  I did.  I
could feel the cool, moist air from the pool on the inside of my pussy.
Somehow, that made me feel wilder, abandoned, ready to try anything.
     "And then he told me to put the head of his penis into my vagina.
     "I did."
     "Did it hurt?" Sal whispered.  His hands were on her shoulders,
slipping lower to cover her magnificent breasts.  He caught her turgid
nipples between thumbs and forefingers, twisting and rolling the
sensitive points of pink flesh.  It felt so much better to Charlene when
someone else did that for and to her.
     "Just a little," she breathed.  "At first.  It was so big and I was
so little and tight.  It felt like my labia were going to split wide
open.  But he told me to -- to touch my clitoris and play with myself."
     "And --"
     "And," she continued, "it started to feel good -- very good.  The
more I did that, the longer he held still, the better it felt and the
more I wanted him to do more."
     "And did he?"
     "Yes." The word was hardly more than a modulated breath.  "Yes, he
did.  He started pushing his big thing into my little pussy.  At first
it just kept feeling good -- but then he kept pushing and the head of
his penis came up against my hymen.  I thought it was going to kill me.
It hurt like I never thought anything could hurt.
     "'You're tight, little babe,' he said to me.
     "I knew that without him saying so -- and I knew my hymen was
strong, too.  As much as he pushed against it, my membrane just wouldn't
give.  He starred pulling his penis back and jabbing it into me, again
and again.  In time it felt good, better, turned me on more -- until he
hit my hymen again.
     "I could tell he was getting frustrated.  And then, all of a
sudden, he put his hands back under my little ass.  My butt was so small
he could just about cover each cheek with each hand.  He squeezed,
squeezed so hard it started to hurt.  He pulled back till just the head
of his penis was still inside me.  I thought that maybe he was going to
give up and pull out.
     "But he didn't."
     As her hand moved over Sal's prick, his hips were shuddering and
jerking.  She was afraid of going too hard on him: he might come too
soon and she'd be foiled.
     But the idea of having him come in her hand and all over her naked
tits wasn't exactly boring to her, either.
     On the other hand, though, what she wanted -- and what her cunt
never tired of signaling to her -- was to have his furiously throbbing
prick crammed inside her and unloading its copious load there.
     "All of a sudden, he slammed back down on top of me.  At the same
time, he pulled my little hips up to him.  His penis slammed into me,
the head hit my hymen.  The membrane strained, pulled -- and then tore,
ruptured, ripped away.  It was like a pop inside me -- and just like
that, I wasn't aware of anything but the terrible, terrible pain and the
head of his penis sliding all the way up inside my box.
     "The pain was like fire inside me.  I begged him to stop.  I told
him to give me a chance.  Already, it was feeling just a little bit good
up inside me -- I knew that if he'd just hold still for a minute or so I
could enjoy it.  But he wouldn't.  He just kept plowing in and out of
me, faster and faster.  He was grunting and groaning about how tight I
was, how hot I was inside.  I guess I clamped down on him because of the
way it hurt."
     Sal's eyes were entirely closed.  His hands were just holding her
lovely tits, squeezing the pale mounds of flesh rhythmically.
     "After a few minutes, he tensed.  His strokes got short and strong
-- and then I could feel his penis swell up still more inside me.
     "And then I felt a load of hot wet stuff shooting inside me.  I
knew he was coming.
     "After that, he just pulled out of me.  His semen and some blood
dribbled out of my hairless little slit for a moment.
     "And then he just got a couple of towels for the blood, helped me
get back into my bottoms and took me to the elevator.  He let me off at
my floor.  He quit a week later.  When I told Mom what happened, she
said not to tell anyone else ... but that it wasn't anything to be
ashamed of."
     She looked up into Sal's lust slackened face.  "So that's why I'm a
virgin -- but I'm not.  Really."
     Sal didn't say anything right then.  His breath just kept rasping
in and out of his flared nostrils, whistling between his loosely opened
lips.
     "Well, what do you think, Sal?" she asked, encircling the shaft of
his cock in the depressed ring just behind the flange of the glans with
her thumb and forefinger -- and tightening her grip.
     "Cripes, Charlene," he breathed then -- and began pushing her back
onto the couch.
     She didn't resist.
     Charlene kept her grip on his prick as she fell back supine on the
sofa.  She felt his body shifting as he stepped out of his puddled jeans
and briefs, kicking off his shoes.  And then his hands were at her
slender hips, tugging away her wispy panties.  His movements were
urgent, his fingers trembling with haste.  He actually tore the panties
as they passed over her ankles, but she didn't care because the
delicious entrance to her tight, unfucked cunt was naked and exposed to
the cool air and his lusty gaze.
     She felt his hand come down between her spreading legs to cup the
lightly haired chub.  His palm rubbed back and forth, testing the
elasticity of the labia.  She could more than feel the touch: she could
hear it as the tightly compressed pussy lips sucked apart under his
massage.
     Charlene moaned and arched her nubile hips upward with eager
response to his hand's movements.  He slipped one finger inside the
opening, prying apart the taut lips.  She gasped with pleasure at the
invasion of a finger other than her own.  The powerful muscles at the
entrance of her cunt bore down with reflexive urgency on the invading
digit.  Her pussy actually seemed to suck his finger in deeper as Sal
began stroking it in and out in imitation of the solid fucking she
craved so much.
     At the same time, he was lowering himself to his knees between her
quivering thigh.  Charlene reached down with shaking fingers and found
the head of his prick.  She grasped it as she'd claimed to have grasped
the head of another cock and led it directly to the point where it was
most needed -- the separation of her tight little labia.
     Sal hissed softly as she rubbed the velvety, nerve-covered glans up
and down in the tiny slit between her labia, sliming it with her
effusive pussy juices.  Again and again, it hit the head of her
protruding little clitoral nubbin and she responded with heaves of her
hips as the pleasures coursed through her.
     But then she knew that the time had finally come.  She could draw
out the moment no longer.
     Charlene put her other hand between her legs.  Her fingers found
and spread her pussy lips.  She fitted the head of his cock between them
and released the labia.  They clamped tightly about the chunk of soft,
swollen male flesh.  It fit into her entrance like a cork in the neck of
a tight flask.
     She took her hands away and put them on his powerfully muscled ass
cheeks.  Her mouth opened in soundless wails of sensation.  She could
feel every pulsation of hot blood throbbing through the head of his cock
within her pussy lips' grip as clearly as if she were plugged into his
heart herself.  It was wonderful, terrific, beautiful, every bit as
pleasurable as she'd imagined, dreamed and fantasized it would be.
     Slowly, Sal began to move.  He pushed his hips forward, and his
prick slid slowly into her waiting pussy.  Steadily, without hesitating,
the bar of rigid male meat drove into her aching quim until she had the
full length of it inside her.
     "Oh, yes, yes, yes," she hissed up to him.  Her breasts were
crushed against his wide, powerful chest -- and her pussy lips were
crushed against the hard, bony ring at the base of his click.
Instinctively Charlene began to roll her hips upward, grinding her pussy
against his loins.  Sal's cock was already starting to leap and jerk
inside her cunt grip and she had a sudden, horrible awareness that he
was going to come soon -- very soon.
     Too soon.
     "No, no -- wait for me," she pleaded.  Desperately, she was
thrusting her hips up to him.
     But Sal was already short-stroking in and out of her.  Barely half
the length of his cock was being withdrawn and piled back into her
receptive cunt and that with all the power and strength he could muster.
Going faster and faster, meeting his downstrokes with her own heaving
lurches upwards, she strove for the orgasm she felt only moments away.
She could feel every bump and vein in his lovely hard cock as it slid in
and out between the lips of her pussy and seemed preternaturally aware
of the slap of his potent young balls against the spread furrow of her
tightly molded ass.
     But then he plunged the length of his prick back into her with
abrupt power -- so much that it knocked the breath from her.  Of their
own volition, her long, lissome legs came up and wrapped about his hips,
her ankles locking and her heels pounding against his ass.  She squeezed
her eyes shut and strained for her orgasm.
     And then he let loose inside of her.
     "Oh, cripes, Charlene," he moaned -- and she felt his geyser of hot
cream inside her almost immediately.  She could feel each spasm rippling
through the long tube running the length of the underside of his prick,
feel each sudden jerk of his prick inside her, feel each eruption of
spunk shooting out of her and spattering deep, deep inside her burning
quim.
     She answered by heaving her hips up at him with such power that she
seemed about to dislodge him.  Her pussy had closed about his cock with
incredible strength -- and, still, she was brief but ineradicable
moments away from her own orgasm as he shot his wad.
     She felt his cock beginning to deflate inside her cunt, felt the
strength, the rigidity, the heat going out of it as it was poured into
her cunt and womb.  His dick limpened and his jerkings slowed -- and
then he was lying still and motionless on top of her.
     "No -- you have to make me come, too!" she wailed.  Her heels
pounded ineffectually against the flesh of his ass -- but it was
useless.  He'd come, dumped the long-restrained load of his balls into
her long-denied cunt -- and there was nothing in the world that would
revive the cock soon enough to bring her the peak she craved.
     With sudden anger and frustration, Charlene put her strong, slim
hands against his chest and pushed his semi-conscious form off and out
of her.  The feel of his limp dick coming out of her cunt sent another
spasm of residual lust through her slender hips -- and then he fell
heavily to the floor.
     "Hey, what're you doing that for?" Sal asked groggily -- but got no
answer.  He let his head fall back to the soft, plush carpeting and his
eyes closed He began to doze.
     While above him, on the sofa, Charlene was digging and pawing at
her own cunt with furious need, squeezing and rubbing and kneading her
pussy lips as though there were a fire inside them, pinching and
flicking her fingertips on her clitoris, jamming desperate fingers as
far inside her twat as she could.  She needed to come, had to come.  If
she didn't come she was quite certain she was going to lose her mind.
     It took a while, but after about ten minutes of playing with
herself and fantasizing, she finally made it -- though it wasn't the
shattering intense orgasm she'd felt rising through her while Sal had
been fucking her.
     As always, it left her frustrated and in need of something more.
     She lay still for a few moments, then stood.  She looked
disgustedly down at the dozing form of her now ex-boyfriend, then strode
into the bathroom to shower, douche and change.  When she returned to
the living room, she prodded Sal awake with a toe and drove him out of
the apartment with angry words while he was still tightening his belt at
his waist.
     There has to be something better, she thought.  There just has to
be.
     There was.



                                   Chapter 4

     Word of Charlene's break-up with Sal spread quickly.  But there was
no sudden flood of interest from other boys.  For one thing,
examinations were starting and at Charlene's school, examinations were
taken seriously.
     For another thing, Sal was a popular guy in the school.  No one
wanted to hurt his feelings by leaping on her as soon as she'd put him
off.
     And finally, there was that problem which had plagued Charlene in
her relations with the opposite sex for long years.
     Charlene herself.
     Charlene's stunning good looks and her somehow aloof aura literally
scared off most of the boys her own age.  To be sure, there were always
guys who came up to her on the street and made blunt suggestions.
     "Hey ba-BEE!  How'd you like to get your pussy sucked, sweet tits?"
     She ignored the man in the hardhat standing knee-deep in a street
excavation and kept right on walking.  Sure, there were guys that came
on to her.  But they always came on to her like animals.
     Too bad, too; he was kind of cute.
     No, what Charlene was looking for was a man.  Not a fumbling,
uncertain boy, not an inexperienced kid, not some muscle-headed bimbo
whose most suave approach was to follow her down the street making
slurping and sucking sounds -- but a man.
     Like her mother's man.
     Derek knows how to treat a woman right.  She remembered what she'd
seen through the partially opened bedroom door the week before.
     Yes, like that.
     She stopped into the pharmacy and picked up her prescription for
birth control pills, then boarded the subway for home.  She tried to
push her social thoughts aside and psych herself up for the examinations
to come.  She had to hit the books and hit them hard.
     At Charlene's school, examinations were taken seriously.
     Her mother called her at five.
     "Hi, Charly."
     "Oh -- hi, Mom."
     "What's wrong, baby, having a bad time with the books?"
     She wanted to tell her mother what was really wrong.  She wanted to
say, No, Mom, not the books -- the boys.  Too many boys, Mom, and not
enough men.  Not enough men with hot, knowing hands and talented, expert
tongue and long, thick, hard cocks and the moves to use those cocks.
     She caught herself, stopped that line of thought.  What's wrong
with me?  I'm turning into some kind of nymphomaniac or something!
     "Ahhh, you know how it is, Mom.  Hate to be tied down to these dry
old books." And mentally, she added: Especially when I'm sitting in such
wet pants.
     "Stick with it a little longer, Charly.  Pretty soon it'll be
vacation time.  When you come back from visiting your father we'll go
away for a couple of weeks."
     "Sure, Mom.  I'm just a little down."
     "Well, I'm going to be late tonight."
     "Big date with Derek, huh?"
     Her mother's chuckle was low and throaty.  "Getting predictable,
huh?"
     "You bet.  But that isn't all bad.  He seems like a nice guy."
Meaning: He knows how to make a woman glad she's a woman.
     "Um-hm.  Well, don't you stay up too late with those books.  You
have to be fresh and alert for your tests tomorrow."
     "Don't worry.  Have a good time, Mom."
     "Thanks, Charly."
     Yes, indeed, her mother was going to get her share that night.  But
not Charly.
     Damn!
     She opened her math book and set to studying, assuring herself that
she'd make up for the lost time and fun after exams.
     "Time to get up, Charly!"
     As always, her mother's voice was brisk and happy.  Charlene opened
her eyes and stretched her arms high over her head, savoring the feel of
her bare breasts moving with her action.
     "Are you awake, Charly?"
     "Sure, Mom." She glanced over at the clock, feeling well rested and
lazy.
     It was nearly eight.
     "Holy -- hey, Mom --"
     "I let you sleep.  You don't have any exams till noon today.  I'm
going, now.  Have a good day and don't worry -- you know your stuff."
     "Bye."
     She got up and washed her face, then pulled on a light dressing
gown.  It was long and loose and feathery.
     Charlene went down the stairs to the kitchen and put the kettle on,
then sat down and stared out the window.  There was the familiar older
couple, taking breakfast on the terrace of their apartment and reading
their newspapers.
     And then she heard a sound.
     Derek!
     The sound was unmistakable: someone tossing on a bed.
     So he's finally sleeping over.  Wondered how much longer it would
be.
     The kettle boiled and she made herself a cup of coffee.  She
thought about her exam and how well prepared she knew she was for it.
She thought about swimming at the health club after school.  She thought
about the visit to her father's that would come in a few weeks.
     But no matter what she thought about, her thoughts always seemed to
return to the same thing:
     Derek.
     And whenever her thoughts returned to him, she found herself with
two vivid mental images.  One was of Derek hovering above her mother as
Charlene had seen them in the bedroom that night, with his hard, thick
cock glistening with the secretions of her mother's pussy, plunging and
diving, pumping up and down, in and out, stretching the wall's of her
mother's cunt and --
     Stop it! she ordered herself.
     But mixed in with that was another mental image, this one of
Derek's lean, taut body naked in her mother's bedroom, gently undulating
on the waterbed ... naked, with his prick long and limber and lying
limply along his strongly muscled thigh.
     She tried to force that thought from her mind as well.
     Exams today, she told herself with noble resolve.  Exams -- I
wonder if he's got a hard-on?
     She felt the familiar ache in her nipples, glanced down and
confirmed with her eyes what her senses had already told her: they were
stiff, swollen with blood.  They stood out, clearly limned against the
fabric of the dressing gown.  And between her legs, her pussy was
starting to throb with warmth.  The tight little tunnel of her cunt was
rapidly soaking with aroused juices.
     Without consciously thinking about it, she raised one hand to her
breasts and rubbed her palm across her nipples.  She pressed hard,
trying to massage the ache from them.  She succeeded only in heightening
the urge growing between her nubile hips.
     I wonder if he does have a hard-on?  It couldn't hurt to peek in
and look -- just look, could it?  Of course not.  No one would have to
know.
     She pushed back the chair and stood, the dressing gown moving with
quiet sibilance against her smooth flesh.
     She strode gracefully down the hall, leas lone and smooth beneath
the dressing gown.  She could feel the silky fabric moving across her
buttocks with each step, moving like a feathery caress over her soft
skin, arousing her still more.
     It can't hurt just to look and see, she told herself.
     She paused outside the door to her mother's bedroom.  Her breasts
heaved, drawing the material tighter about the luscious swellings of
creamy tit-flesh, pulling the fabric back and forth over her stiffened
nipples and causing the ache in them to grow almost unbearable in its
intensity.
     It can't hurt just to look.
     She gripped the doorknob tightly, turned it carefully.  The door
swung ever so slowly inward, opening wider.  She peeked through, found
she could see his reflection in the mirror on the dresser, just as she
had seen ...
     ... Derek and her mother, locked together, joined by the fleshy
pole of his hard cock, pumping up and down and in and out, faster and
faster, her mother's labia drawn tight about his shaft and his prick
itself gleaming in the dim light flooding through the window behind the
bed, her mother's legs jerking and kicking high about him as she reached
for yet another ...
     But that wasn't good enough.  She wanted to look directly on it.
That was important.  That made a difference.
     It can't hurt just to look.
     She pushed the door open still wider and stepped into the bedroom.
     He was naked on the bed -- but his back was to her.
     No -- no -- that's enough.  It isn't meant to be.
     But it can't hurt just to look.
     She moved quietly, silently, across the plush white carpeting to
the side of the waterbed.  She was standing over him, daring to breath
but little more.  She looked down at his nakedness.
     And saw it.
     So that's what it looks like.
     To Charlene, it was as though she were looking at a disembodied
penis.  Her eyes saw nothing else except his genitals.  She stared at
it, focused on it, examined it, took it in.  His cock was long and
limber and lean, just as she'd imagined.  She'd half-hoped that he'd
have a piss hard-on or an erection from a hot dream, but, she figured,
her mother had probably drained him dry.
     I would have.
     She scrutinized his prick.  It was almost as long, limp, as Sal's
was hard.  It wasn't particularly thick.  There was a single large vein
twisting slowly about the side to the underpart of the shaft, wending
its way from just behind the smooth, meaty glans to disappear into his
hirsute pubic rug.
     She finally took her eyes from his penis, then -- only to gaze at
his balls.  They were partially hidden by his position, but what she
could see gave her plenty to look at.
     His balls were a little bigger than Sal's, too -- but there was
something about them, something about the way the flesh of his scrotum
wrinkled, something about the long, twisting hairs growing out of it,
that literally screamed virility at her.  She imagined those big balls
producing semen, lots of it, gobs of it -- and she imagined his balls
jerking and jumping inside the tightened flesh of his scrotum as he
came, sending hot spurts of creamy jism burning home inside a cunt.
     She imagined it firing into her cunt.
     And as she imagined it, her arousal increased.
     Charlene felt the throbbing in her nipples as clearly as if it were
for the first time, the yearning in her cunt returning with a vengeance
to remind her of how unsatisfied she was.  She rubbed the lips of her
lightly haired slit through the dressing gown.  She felt the fabric
dampen, then become sodden beneath her fingers, then raised her hand to
her nose and sniffed it.  The odor of her own aroused sex turned her on
even more and she returned the hand to its task.  Again and again, the
lips of her pussy were drawn tight against her protruding clitoris,
sending thrills of excitement through her.
     She suddenly realized that she was going to come if she continued.
     She stared hard at his prick, imagining it pumping in and out of
her own pussy, reaming out her own cunt -- but such fantasizing was
partially defeated by the fact that his cock was soft.  It was difficult
for her to imagine enjoying getting fucked with a limp cock.
     What if I -- touched it?
     She knew, in the back of her mind, that touching his prick would be
dangerous.  For all she knew, he'd awaken -- and how would she explain
that to her mother?
     But then another thought came to her: certainly her mother played
with his cock while he slept.  And she guessed that it wouldn't take
much of a touch to make his dick stiffen and --
     Still rubbing her cunt through her dressing gown, Charlene leaned
forward.  Her breasts hung, full and ripe and firm against the fabric.
Looking down the open neckline, she could see her thrusting tits all the
way to the nipples.  She could feel their weight as they swung slightly
forward.
     She put one hand out and very v-e-r-y carefully touched the tip of
her forefinger to the soft flesh halfway down his shaft.  Immediately,
his dick jerked.
     She snatched her hand back and watched.  His cock swelled a little
bit -- but not fully.
     All that with just one finger.
     Again, she put out the hand.  Again, as her finger came into
contact with his penis she felt a shock of excitement course through
her, as if along some magical conduit leading directly from her
fingertip to her quim.  And again, his cock jerked and swelled, though
this time the growth was a bit slower.
     Charlene paused, holding her breath, waiting to spot the slightest
indication that he was awakening from his slumber.  But as near as she
could tell, he hadn't even noticed her toying with his cock.
     She became more daring.
     Now Charlene reached out and actually gripped the slight swelling
of his cock just behind the depressed ring in the shaft under the glans
with her thumb and forefinger.  She could feel the urgent pulsations of
blood through his prick as its swelling slowly resumed until, finally,
Derek's dong was at full, raging erection.
     Now that's a man's penis! she thought excitedly as her two-fingered
grip moved very lightly up and down, back and forth a quarter of an inch
at a time over his dick flesh.  His cock stood up and away from his
groin and his thighs, hard and reddish-brown, the glans looking swollen
and virile.  Slowly, she curled the other fingers of her hand about the
throbbing length of rigid meat.  Her grip was still restrained and
light, but the excitement coursing through her veins was growing still
more intense.
     She stood there, one hand wrapped around her mother's lover's cock
and the other thrust between her legs, massaging her swollen pussy lips
through the filmy fabric of her dressing gown, bent over the waterbed.
Her nipples were stiffened and aching with hot blood, yearning for a
man's lips to suck them, a man's fingers to tweak them, a man's hands to
fondle them, a man's mouth to suck them.
     She pressed upward with the hand between her legs, urging herself
closer to the orgasmic peak she felt rising within her lovely, nubile
body.  Harder, faster, closer -- and then she was clutching at his rigid
dick fiercely, no longer thinking of the dangers of the moment and what
she was doing.
     When he suddenly groaned and shifted on the bed.
     Charlene froze, suddenly too frightened to do more than just stand
there.
     Derek rolled over onto his back on the bed beneath her.
     Charlene didn't even have the presence of mind -- or perhaps the
will -- to remove her cock-gripping hand ... or so much as loosen her
clutching grip.
     "Cripes, Liz," Derek groaned, calling her by her mother's name, his
eyes still closed, "don't stop, now.  Suck my cock a little."
     She swallowed, nervous.  Suck him?
     Charlene was indecisive, uncertain.  If she went down on him --
something she'd never done with a man before -- he was guaranteed to
awaken.  On the other hand, if she didn't, he might awaken anyhow.
     Either way, it meant trouble.
     She began moving her fingers up and down over Derek's formidable
meat again, hoping perhaps to whack him off and thus relieve the
pressure in the man's big, hairy balls.  He might roll over and go back
to sleep again.  He still wasn't fully awake.
     Her hand quickened on his cock.  Derek's hips were beginning to
shift uncomfortably with her movement and she began to hope she might
actually see his semen jolting from the tiny slit in the head of his
prick, that she might even be able to --
     "Charlene!"
     At the sound of his agonized, amazed voice pronouncing her name,
Charlene jerked away from him and started backing across the room.
Almost as an afterthought, she pulled her hand from between her legs.
     But it was too late.  His eyes were wide open -- and fixed on her.
     "I, uh, well -- " she began, words stumbling out between suddenly
dry lips.  Abruptly, she turned and reached for the door.
     "No!  Don't go!" Derek's voice whipped at her, turned her towards
him almost against her will.  She looked at him, unable to keep her eyes
from the iron-hard bar of cock flesh rising from his groin.
     "Come over here, Charlene," he said quietly, commandingly.
     As she half-stumbled towards him, barely breathing, his eyes
caressed her delicious body through her diaphanous dressing gown.  She
approached him and he held out one hand towards her.
     She watched her own trembling hand reach out, saw his fingers close
on hers.  He drew her gently closer till she stood beside the bed,
looking down at him, her eyes as before seeing only his cock in all of
its raging, swollen glory.
     "Why did you stop?" he asked hoarsely.  "That's not very nice, you
know." As he spoke, he led her hand down, forcing her to bend at the
waist.  Her fingers brushed his thick pubic mat, then the flesh of his
thigh -- and finally touched his prick.  She could feel the heat of his
cock, the pulsing power in it.
     "That would be prick-teasing," he said, his eyes on hers -- and her
eyes following the all but automatic movements of her fingers on his
prick as he released her hand.  "You wouldn't want to be a prick-teaser,
now, would you?" he asked.
     "No," she breathed, the word barely audible.  She couldn't seem to
concentrate on what he was saying, on what she was saying.  Her thoughts
would only focus on the ferociously swollen prick her hand was caressing
and mauling and exploring at the juncture of his thighs.
     His hand came up along her leg, lifting the dressing gown above her
knees, to her thighs, his calloused fingers moving across the incredibly
smooth, sleek flesh of her legs even as the fabric rose to expose them
like a curtain being raised.
     His hand was scant inches from the meeting point of her legs and
the moist grotto between when he pulled it away.  The dressing gown fell
back into place.  His hand moved over her again, this time molding her
thighs through the fabric as it moved higher.  His fingers were gentle
yet firm as they found and softened the flare of her nubile hips, then
measured the indentation of her slender waist.  His hand roamed to her
belly, so taut and flat, heaving with the arousal and promise of what
was to come.  She felt his touch, dampened and yet intensified at the
same time as he ran his splayed fingers and palm upward.  Easily,
without dense transition, his hand was covering her left breast,
savoring the full thrust of the firm mound of flesh.  Her nipple was
pebble hard.  He rubbed his palm over it, slowly moving his hand over
the spike point of turgid flesh in circling movements that whipped her
lusts ever higher, ever hotter.
     His fingers closed on her superbly developed tit even as her
fingers tightened about his prick.
     "Take it off," he told her.
     "Yes," she murmured, eyes half-closed, but still fixed on his cock.
She felt the potent, male strength of him through her prick-jerking
fingers even as her free hand came up and loosened the drawstrings at
the neckline of the dressing gown.
     Derek's fingers moved between the heaving mounds of her breasts,
gathering the material of the dressing gown.  The dressing gown shifted,
the opened neckline spreading wider.  Her shoulders were bared, the
glowing flesh exposed.  The material was drawn lower.  Her upper arms
came into view, then the uppermost swells of her creamy breasts.
     With a sudden movement of his hand, Derek drew the dressing gown
down, exposing her upper body to her waist.  Gently, he took her cock-
gripping hand in his fingers and removed it, then again drew the
dressing gown down.
     This time it fell freely from her luscious body, puddling about her
ankles.
     She stood naked, fully revealed to him.
     "You're beautiful," he rasped, voice reverent.  "Just beautiful."
     His eyes took in her loveliness.  Her flesh seemed to glow with her
arousal, the normally luminescent quality of her complexion heightened
by her lust.  Her breasts, so large and firm, precociously developed yet
taut with her youth, heaved rapidly, capped by her stiffened nipples.
Her breasts were rounded in their form, and the sleek, smooth, swelling
undercurves demanded to be kissed and laved.
     Derek sat up on the bed, leaned his head at a sharp angle and
licked his tongue along the perfect lower curves of her breasts.
     Charlene shuddered at the fiery touch of his slick oral muscle.
Her hand moved over his hard-muscled body, seeking his cock once again
as she bent at the waist.  The exercise-tightened muscles rippled
sinuously over her belly and abdomen and Derek opened his mouth to suck
one vibrant nipple inside.
     Charlene moaned at the sensation.  His lips concaved as he sucked.
She felt his tongue flickering back and forth across the stiffened spike
of blood-engorged flesh.  Charlene brought her free hand up over the
back of his neck and her fingers tangled into his dark hair, forcing his
mouth forward, forcing more of her delectable breast into his avidly
working mouth.
     Derek brought both hands up to grip her tits.  They filled his
hands completely and more.  He squeezed them carefully, testing the firm
resilience of the wondrous mounds of flesh.  Charlene's knees seemed to
become rubbery beneath her as Derek pulled his head back.  He pressed
both of the creamy hillocks of tit flesh together and then took bath of
her protuberant nipples into his lips at once.
     "Oh, yes, yes, do that" Charlene hissed excitedly.
     He lavished his oral attentions on both breasts for long moments,
then released them.  His hands went about her slim waist and drew her
towards him.  Derek shifted on the bed till he was sitting on its edge,
his feet flat on the floor and Charlene standing between them.  His
mouth went lower on her, his lips pressing softly to her stomach and
abdomen.
     She shivered as his hands slipped down over the small of her back
to cover her pert, firmly molded ass cheeks.  His fingers dug into them,
parted the hillocks of spongy flesh and forced her hips forward.
     "With that lovely hair," he muttered against her abdomen, meaning
the strands lightly furring her pubic mound and pussy, "it looks like
you're on fire down there."
     She was.
     Charlene mouthed silent obscenities as she felt his chin nuzzle her
aggressively thrusting pubis.  His hands worked below her ass, down to
her firm, quivering thighs.  Derek let himself slip lower, slouching on
the edge of the waterbed as he drew her legs still wider apart and
forced her forward over him.
     "I want to eat your pussy, Charlene," he breathed against the
sensitive flesh of her upper, inner left thigh.
     The touch of his lips there, so close to her slavering little
pussy, sent a spasm of anticipatory tension rushing through her
overheated form.  Charlene thought she'd go out of her mind with the
want of that intimate oral caress.  Just the idea of having a man use
his mouth on her cunt, on her labia, on her clitoris drove her into
paroxysms of want.  But the thought of having such a knowing and
experienced man as Derek to do it --!
     "Yes," she managed to whisper, "yes, do it, do it -- suck it!"
     She needn't have wasted her breath; he was going to get a mouthful
of her delicious nooky if it was the last thing he did.
     Her shins hit the edge of the waterbed frame.  He kept pulling her
forward.  Her knees buckled.  She knelt on the undulating surface of the
waterbed, her legs straddling his head --
     -- and the savory morsel of her cunny resting right in his mouth.
     "Oh -- oh -- oh -- " she groaned as his lips tightened about her
labia.  His tongue-tip moved up and down in the split of her slit,
trilling over all the aroused nerves, sending little shocks of pleasure
rippling through her.  She grimaced with joy, half doubling above him,
catching herself on her outstretched arms even as his hands slid up over
her back then moved around to catch and clutch at the hanging masses of
her tits.
     Derek's tongue probed and explored all of the damp, slick sweetness
of her cunt.  Charlene thought she was going to die with the pleasure of
it.  She could feel the wet mouth separating her pussy petals and
sliding up into the vestibule of her quim, spreading the constricted
walls.  His upper lip was moving against the ultra-sensitive tip of her
protruding clitoris, rolling it about within its moist, fleshy sheath.
     At the same time, she felt his hands fondling her luscious tits,
his fingers toying with her taut nipples.
     The sensations were roiling through her body, inflaming her already
lust-fogged brain.
     He moved his head beneath her, fastening his knowing lips to the
bud of her clitoris.  He sucked on the nubbin furiously, moving the tip
of his tongue gently back and forth across it.  The tongue-lashing
gradually picked up in both speed and intensity.  Soon, his oral
extension was snapping over the tip of her clitoris as if he intended to
wear it down to a blunt base and nothing more.
     But the effect it had on Charlene was literally shattering.  She
jerked and shook above him, her slender hips moving spastically up and
down.
     He began alternating, first licking and sucking at her little pink
clitoris and then bringing his lips back to fasten over her vagina.  His
tongue drove deeper up into her gash with every cycle until Charlene was
certain he meant to scoop out her womb with his talented tongue.
     And all the time, his fingers were squeezing and tugging at her
tits as if he intended to milk them.
     Suddenly, his hand moved from her breasts, went to her hips.  Derek
rolled her over, swinging himself above her.  His head stayed between
her legs as she ended up on her back with the long lower limbs stretched
out over the edge of the bed and her heels rested far apart on the
floor.  Her legs shook and kicked as he continued to eat her out.  Her
hands went to the back of his head, tugging him forward as though she
wanted to pull his head up inside her throbbing slit.
     Derek brought his hands up to grip and spread her quivering thighs
still more.  He lifted her legs, slung them over his shoulders.
Charlene felt her cunt opening before him, to him, welcoming each new
invasion of his tongue up into her palpitating pussy.  He raised
himself, moved forward till her knees bent at his shoulders and her
heels trailed against his back.  As he pushed up over her, her thighs
actually pressed up and crushed her luscious tits back against her.
     And at the same time, his cock was being maneuvered slowly into
place -- into the place just vacated by his perpetually moving tongue.
     "Am, fuck me, Derek," she breathed.  "C'mon and fuck me!"
     Which was precisely what Derek planned on doing -- had planned on
doing from the first time he'd caught a look at the daughter of the ripe
woman he'd been cramming.
     He was an expert, Derek was, well-versed and plentifully
experienced in the art of fucking.  He didn't need to use his fingers to
guide his well-practiced prick to the gates of Charlene's burning cunt.
A rapid, lithe shift of his hips, a sudden move forward and -- presto!
-- the tip of his rigid reamer was pressing firmly against Charlene's
blood-engorged little labia.
     She heaved her hips up at him as well as she was able, eager and
more to feel his thick dick sliding home into her well-oiled twat.  This
was what it was all about, the way it was supposed to be!
     "Hurry up!" she gasped, shimmying her nubile hips to quicken the
insertion.  The movement wedged the lips of her cunt open against
Derek's dong.  He pushed forward -- and she felt the thick, swollen nut
sliding into the first, hot strictures of her gash.
     "Oh, yesssss ..." she hissed, feeling his cock head moving into the
breech.  "Yesssss, that's it!"
     Derek kept on pushing, kept right on feeding the long, hard length
of his dick up into her hungry body.  Charlene responded with exciting
little gasps and groans of pleasure, murmuring vile obscenities to urge
him on.  She could feel the shaft of his prick slipping between the
tight lips of her slit, the head spreading the walls of her cunt far
inside her heated form.  It seemed to her that his cock was going to
probe all the way up inside her and push her stomach out of place.  And
she would have welcomed it -- for she'd never in her life felt anything
as marvelously filling as Derek's delightful dork.
     "More!" she begged.  "More!"
     She got it.
     Charlene was bent nearly double, folded upon herself.  Her calves
were to either side of his dark-haired head, caught over his shoulders.
His cock slid slowly into her, deeper and farther, finding new and
wonderful pleasure charges to detonate with each additional inch of hard
male meat fed into her.  She'd never in her wildest fantasies thought it
could be so incredibly good!
     Derek drove the last inch forward, burying his cock inside her to
the hairs and roots.  Charlene could feel his massive, hairy balls swing
up to brush firmly, damply, against the sweet, spread furrow of her pert
little ass cheeks.  The bony ridge at the base of his dick was pressing
firmly against the tip of her distended clitoral nubbin, adding that
pleasure to the others already swirling madly through her delightful
body.
     "Oh -- gawd -- YES!" she barked, giving her hips a vicious,
twisting jerk upwards, trying vainly to get still more of his dick into
her pussy.  She bore down on her inner muscles, clamping powerfully onto
the rigid shaft sheathed in her slobbering slot.  Derek groaned at the
sensation; it was as though her pussy were sucking at his cock, trying
to milk it.  Fighting the urge to loosen his load right then and there,
Derek began pulling back.
     Inch by inch, the length of his meat was withdrawn from her
reluctant hole.  Only the glans remained inside, stretching her almost
hairless labia tautly, when he stopped the movement.  He began swiveling
his hips, working them in little semicircles that ground the velvety-
covered steel of his knob against the nerve-covered inner edges of her
pussy petals from all kinds of new and hitherto unimagined directions.
The pressure on her cunt lips drew them back and forth over the sides of
her clitoris.
     Charlene thought she was going to go berserk if he didn't hurry and
feed his phallic food back into her hungry humping hole -- and hard!
She groaned, pleading bluntly for the fucking she craved.  Her hips
jerked and shook beneath him -- and still he held himself back.
     "Please -- fuck me!" she whirred.
     "How, little hot box?"
     "Hard!" she mewled -- and jacked her hips up towards him by way of
illustration.  "Fuck me hard!"
     Derek smiled down at her with more cool than he felt -- and then
drove the full length of his pulsating penis down and into her wide-open
pussy with all the force and power he could muster.
     "AHHHH!" she screamed, feeling the once-more tightened walls of her
box cleaved open by his pile-driving prick-slamming.  The force of the
thrust actually drove her back on the bed a few inches and half winded
her.
     But before she could catch her breath, Derek was slowly
corkscrewing his cock back out of her gash, letting her feel every
marvelous inch of it rubbing and grinding against her tight quim as it
backed out of her cunt grip.
     And then he was slamming down on her again.  This time her knees
were driven back against her breasts with literally painful force.
Charlene squirmed, trapped between the fire of the pleasures from his
dick diving in her watery twat and the flood of sharp bruise pain in her
tits.  She spread her legs still wider despite her awkward position and
then they were stretched out flat to either side of Derek's pumping
hips.  Her heels were barely on the edge of the waterbed frame, a shift
in position provided courtesy of his pussy-pounding plunging into her
body.
     But now she was able to work with him, to respond to each and every
nuance of his fucking machine motion up and down over her.  Charlene
felt like her cunt was being scorched with the friction of Derek's twat-
stretching prick moving back and forth so rapidly within the constricted
confines of the narrow channel.
     Faster, harder, she humped her slender hips up at Derek in time to
meet every plummeting pussy-pumping downstroke of his loins.  That ring
at the base of his prick was grinding against her clitoral tip with
every sword-burying slam of his hips and she was responding by jolting
her own pelvis right back up at him.
     She felt the orgasm rising within her, could sense the explosion
approaching for the mature, experienced man reaming her cunt.  His cock
was swelling still more inside her, becoming yet more rigid, testing the
holding power of her already well-strained cuntal walls.
     "Yes -- come in me, dammit -- COME IN ME!"
     That was what Derek loved to hear -- a woman begging for it.  He'd
already been beautifully amazed at the enthusiasm of her tight, fresh,
almost hairless and all-but-virginal little cunt.  She'd more than made
up for her lack of experience with that enthusiasm -- and Derek was
already formulating plans to provide her with all of the experience she
needed to develop her natural talents and well-evidenced proclivities
into a full-fledged Class-A fuckability.
     He felt the come rising in his balls, and then --
     "Oh, yes -- yes -- YES -- YESSSSSS!" Charlene screamed as she came,
unleashing the long-building passions that had been gathering all day --
no, all week -- inside her cunt.  She came, came hard and strong and
like she'd never hoped to, came with all the power in her taut, well-
shaped young body -- and came still more.
     Her cunt fluttered and contracted rapidly over the length of the
hard dick buried inside her, her hips shuddering and her sweet ass
cheeks clenching and unclenching with vibrating-machine rapidity.  The
muscles of her long, shapely legs drew tight, the muscles and tendons at
the juncture standing out cable-taut as her delicious labia strained to
crush the thick meat pole stretching them.
     And then she heard Derek growl like an animal -- and felt him
coming in her.
     "Unh!-unh!-unh!" she grunted, feeling the force of each burst of
ejaculate-load slamming home deep inside her.  Again and again, jets of
the thick, creamy jism blasted into her deepest cunt, spattering on and
against the firewall barrier of her cervix.  The copious flow scalded
all of her sensitive inner places -- and her orgasm abruptly peaked with
volcanic violence.
     Charlene arched up from the waterbed, bridging on her widespread
legs and tensed shoulders.  Her cunt clamped down on Derek's spasming
dick as if she meant to tear it out by the roots and keep it inside her
forever.  Again and again, every explosive ripple of hot fuck juice
traveling through the long tube running the length of the underside of
his shaft was communicated to her sheathing vaginal walls with almost
preternatural clarity.
     Finally, she began to sink back onto the bed.  She was spent,
drained of all strength and will by the power and intensity of her
coming.  Still locked inside her quiet, Derek's prick gave a last few
wrenching, if desultory, shivers.  The dregs of his abundant juice
dribbled from the end of his dong to add their quantity to that already
deposited far inside her suckable sweet cunt.
     Charlene's long, limber body undulated with last ripples of
passion-echoing water beneath the mattress liner.  Her legs still
quivered, her arms still shook as she let her eyes close for a few
moment's rest, vaguely aware that Derek seemed the ideal lover even at
that moment, pushing himself off her all but inert loveliness to roll to
one side, sparing her his weight on her chest.
     Slowly, she drifted into the satisfied sleep of the sated.
     But even when she woke nearly an hour later to find Derek gone,
even as she douched the tremendous deposit made in her own little semen
bank, she knew she wasn't.
     Wasn't sated, that is.



                                   Chapter 5

     "Hiya, Charly."
     "Oh, hi, Mom."
     "What's wrong, babes -- you sound down."
     "Really?" She wished the shrug could show on the phone.
     "Really," her mother answered.  "I was getting a little worried
about you last week.  You seemed awfully down and pretty tensed up."
     "Just exams, Mom." Exams and a good dose of Derek-dick.  But that
was a whole damned week ago.
     "That's what I was hoping.  But there aren't any exams coming up
now.  What's getting to you?"
     "Nothing, really, Mom." And that was the problem: nothing was
getting to her -- especially in the line of good hard cock.  And that
had been on her mind a great deal in the week since Derek had shown her
what fucking could really be like, how good it could really be.
     "Well, you just stay loose, Charly.  You'll be going to see your
father next week.  You always enjoy that.  And then, when you get back,
we'll plan out a vacation for ourselves.  How does that sound?"
     "Sounds fine Mom.  I'll be okay, really.  Don't worry."
     "If you say so, Charly.  You're big girl, now."
     Charlene almost giggled at that.  Yes, she certainly was -- big
enough to get to her mother's lover, in fact.
     "Okay, Mom."
     "Listen, I'm going to be late tonight -- about a half-hour or so.
If Derek comes by early --"
     "I'll take care of him, Mom."
     "Thanks, babes.  See you later."
     "You bet."
     Even as she hung up the phone and felt a little chill shoot through
her at the idea of having Derek to herself for a full half-hour -- And
that's more than enough time! -- she didn't even suspect how accurate
her mother's last three words on the phone would prove.
     Or how inadequate.
     The doorbell chimed.
     "Who is it?"
     "Derek."
     "Come in." To my parlor, said the spider to the big-dicked fly.
     She opened the door, stepped to the side and waited for him to
enter to the room.  Closing the door, she leaned back against it and
waited for his reaction.
     She didn't have to wait very long.
     "Hi, Charlene, is your -- ulp!"
     She let a seductive smile spread slowly over her face.
     Derek couldn't believe what he was seeing.  Charlene was semi-
wearing a mini-skirt she'd gotten when she was fourteen and a few inches
shorter.  Aside from reaching no farther than a third of the way down
her lean thighs, the miniskirt hugged to her flesh as if it had started
out intending to be a pair of hot-shorts and changed its mind halfway
through.  It was light beige, light cotton, and light transparent.  The
fact that she wore no panties beneath it was easily apparent; he could
make out the silhouette of her delicious little cunt through the
material.
     Oh, that sweet little shit! Food! he thought, unconsciously licking
his lips.
     Charlene took a deep breath, causing him to move his eyes upwards
and again examine the wonder of her covered -- if not concealed -- tits.
She was wearing a tanktop.  Like the miniskirt, it was originally fitted
for a fourteen year-old Charlene.
     But since then, she'd added three years of astonishing growth to
her breasts.  There was some of the creamy, silken tit-flesh curves that
simply wouldn't be contained inside the top.  So there was some
overflow.  And what didn't overflow wasn't exactly hidden, either.  The
tanktop was made of a very light, very flimsy cotton.  Every marvelous
nuance in the curves of her luscious tits was shown with perfect clarity
through the material.  From the dark spikes of her nipples to the sweet
juncture of her breasts with rib cage, every detail was both revealed
and hidden.
     The sum effect was visible in Derek's eyes, in the hungry look on
his face -- and the long, stiff, throbbing bulge inside his trousers.
     "My mother called," she said quietly, hands clasped behind her back
-- an attitude that made her tits thrust out towards him in brazen
offering --  "and she said she'd be a little late."
     "Uh-huh." He seemed incapable of responding with anything more
complicated.
     Charlene let her smile widen slightly.  She leaned forward till she
was standing straight.  Her legs were shoulder-width apart and she swung
lightly forward and back.  Just the merest quiver of a bobble was
communicated to her breasts, making them shiver delightfully within the
tight material of her tank top.  Derek's eyes couldn't seem to decide
whether to concentrate on the slow movements of her abundant young tits
or the steady, sinuous rippling of her belly muscles beneath the tight
tanktop, a rippling that made his mind picture her naked; flat on her
back on her bed, legs widespread and shuddering, hips ratcheting up and
down as a man -- himself, of course -- pumped in and out of her sweet,
hot young pussy.
     Cripes.
     "You don't mind, do you?" she asked, tilting her head to one side.
Her long, titian hair cascaded down over her shoulder, curved outward to
follow the thrust of her breast -- accentuating their size and firmness.
     "Huh?"
     "You don't mind having me, uh, shall we say, 'entertain you'?" She
straightened, brought her hands around to her sides and smiled at him
like a little girl.  "Just till my mother gets here I mean?"
     "Uh, no, no, of course not."
     "Good!" she said happily, clapping her hands sharply together.
"Then first I should tell you to sit down."
     "Huh?  Oh, yeah, sure." He let himself sink into the comfortable
love seat -- and then immediately slithered forward to perch on the edge
as she walked towards him.  He was nervous.  When was Liz, her mother,
coming home?  He couldn't afford to have Liz catch them in anything even
remotely resembling a compromising position.
     She stopped about a half-pace in front of him.  The love seat was
built low to the floor, and when he looked up he found himself with a
perspective on her lovely breasts that made them seem even larger than
before.
     He was very nearly at crotch level on her.  He had a sudden urge to
reach out with both hands, slide them up her legs and grasp her hips,
raising the miniskirt even higher -- and then begin feasting on the
succulent morsel of her tasty cunt.
     His cock gave a little extra leap inside his pants at the thought.
     A leap that Charlene saw -- and appreciated.
     "Can I get you anything -- to quench your thirst?" The way she
pitched her voice in the asking, she made it more than obvious that the
thirst-quencher menu wasn't limited to bottled drinks.
     "Uh, a Scotch.  Ice." he croaked, throat suddenly dry.  He had to
talk to the nubile woman-child, make it clear to her that what had
happened the other day could never be allowed to reach her mother.
     His eyes fastened onto the sight of her tight young ass cheeks,
twitching and swaying through the miniskirt, as she walked away from him
towards the kitchen.
     She felt his eyes on her.  Her already slavering pussy throbbed all
the more urgently, as if it could smell his nearby lusts rising.
     She poured him a stiff one -- To match his prick -- popped a couple
of ice cubes into the smoky liquid and then sashayed back into the
living room.
     Charlene purposely moved her hand so their fingers would touch when
he accepted the drink.  He snatched his hand back as if burned, nearly
spilling the drink on himself in the process.
     She couldn't understand why he was so nervous, but she was enjoying
the feeling of power it gave her.  Did he think she was going to tell
her mother they'd fucked the week before?
     Charlene could just imagine that scene:
     "Hi, Mom."
     "Hi, Charly.  What's new?"
     "Not much." Her mother takes out the latest issue of Advertising
Age and begins paging through it.
     "Oh, Mom?"
     "Yes, dear."
     "I don't know if I remembered to mention it to you, but Derek and I
fucked each other silly last week.  In your bed."
     "Oh, that's nice, dear.  I hope you didn't make a mess of the bed
linens."
     "No, Mom."
     "That's good." Her mother continues paging through the magazine.
     "Something funny?"
     Derek's voice brought her mind back to the moment.  "Oh, no," she
said quickly, wiping the smile from her face.  "Why don't you sit back
and get comfortable?"
     "Yeah, sure -- and uh, why don't you, too?"
     She made as if to sit next to him -- thoroughly enjoying the panic
in his face -- and then walked to the other side of the low-slung coffee
table and sat in the matching love seat there.
     Derek seemed to bye relaxing just a little bit.  "Charlene," he
began slowly, as though picking his words with the utmost care, "there's
something I -- cripes!"
     The word was torn from him by what Charlene was doing -- and
exhibiting.  She'd sat comfortably back in the love seat and calmly
proceeded to cross her legs.  The miniskirt, already indecently short,
crawled up to somewhere in the vicinity of her hipbones -- leaving her
just this side of naked from the crotch down.
     "Why, what in the world is the matter with you, Derek?" she asked,
as if she hadn't the faintest idea.
     "Why, you're -- you -- but I can see --"
     "You can see what?" she cooed.
     "Your, uh -- you're showing me your pussy!" he finally blurted.
     "So?" she demanded.  "It's not as if you've never seen it before or
kissed it -- or licked it -- or sucked it -- or fucked it -- or --"
     "That was last week!"
     "It's not exactly repulsing you, now, is it?" she teased, staring
fixedly -- and pointedly -- at the throbbing lump at the crotch of his
pants.
     He didn't have an answer for that one.
     Charlene raised her eyes to his and slowly uncrossed her long legs.
She kicked off the flat thongs she'd been wearing and then raised her
legs up and folded them till she was sitting cross-legged on the love
seat.  Her sweet little slit stared at Derek from across the low coffee
table.  Fringed with light, downy red hairs, the lips themselves
glistening with the dew of her arousal, her gash looked like it was on
fire -- a firebox.
     "Don't you like it now?" she asked.
     Derek swallowed nosily.  "Cripes," he breathed, leaning forward
without consciously willing it to get a closer look.  "Cripes," he
repeated.
     "Wouldn't you like to come on over here and say hello to my puss?"
she asked, as if it were somehow dissociated from her.
     "Jeez, yes," he whispered, lips dry.
     "My puss sure has missed you," she continued, slipping one hand
down over her trim waist to find and trace the flare of her nubile hips.
The hand moved down to her thighs -- and then she trailed one well-
manicured fingernail up over the sensitive flesh of her upper, inner
thigh until it reached the flat crease where the thigh joined her
crotch.  There that single digit moved forlornly up and down, lightly
caressing the outer edge of her swelling labia as if to console it.
"You have no idea how badly my little puss has missed you.  Why don't
you want to come over here and kiss puss hello?"
     Derek started to stand -- and then caught himself.  What if her
mother came in while he was kissing her puss hello?
     "Aw, poor little puss," Charlene crooned, looking down at her wide-
open crotch.  "All your hopes up and then he chickened out.  Poor, poor
little puss.  I'll see if I can help puss a little bit."
     And she proceeded to "help puss a little bit."
     First, Charlene began tracing the end of that single fingertip
around and around over the outermost edge of her fully swollen pussy
lips.  As she did so, the ache in her tits seemed to grow, become more
severe, more demanding.  She simply couldn't help bringing one hand up
to rub the twin mounds of firm young flesh.  She took a nipple between
thumb and forefinger, tweaking the starting little spike through the
material of her tanktop.
     There was no way she could suppress the little twitch of her taut
young hips.
     She raised her eyes to see Derek's reaction.  For all she could
tell by looking at him, he might have been in a seizure.  He didn't seem
to be moving.  He just sat there, staring at that single lonesome finger
moving around and over the lips of her slit.  His chest rose and fell in
quick, shallow breaths beneath the little Izod alligator on his sport
shirt and his prick rose and fell in sharp little jerks within the
suddenly confining material of his pants.
     Charlene began to spread her cunt lips, dipping just the tip of
that finger inside barely far enough inside to wet it -- and then lifted
her finger to her lips.  She sucked on that finger -- but not until
she'd first licked it with long, slow, sensuous wrigglings of her tongue
... as if it were a cock.
     Derek groaned.
     She did it again, this time thrusting the finger all the way inside
and moving it around inside her.  Her eyes closed at the feel of it and
she could hear Derek's breath rasping through his teeth.  She was
getting even more turned on, knowing he was watching.  Charlene had
whacked herself off before -- to be sure, almost daily since she'd
turned eleven -- but it had never given her so much pleasure.  Knowing
Derek was watching, knowing it was getting to him, only intensified the
pleasure and excitement of it for her.
     She worked that solitary finger in and out of her clutching pussy
rapidly.  Every time she thrust it inside, the heel of her thumb came up
hard and flat against her clitoris, sending an additional shock of
pleasure coursing through her body.
     She forced her eyes open.  Charlene saw Derek staring at her cunt,
leaning forward so far he appeared on the verge of toppling forward onto
the coffee table.
     "Wouldn't you like to kiss puss?" she whispered to him, drawing out
the sibilants till they were a soft, susurant hissss ... as in kisssss.
     He groaned again.
     "Poor Derek," she said to her slash as she pulled the finger back
till just the tip was still inside it.  "We've given him a terrible
hard-on.  That isn't very nice now, is it, puss?  Of course not.  We
wouldn't want Derek to think we were cock-teasers.  He might never kiss
and lick and suck and fuck puss again if he thought that."
     She yanked the fingertip from her twat suddenly.  It came out with
a definite popping sound.  She placed both hands on her hips.
     "We have to do something for Derek."
     Charlene got to her feet and strode quickly over to stand in front
of Derek.  The backs of her calves were pressing against the coffee
table's edge.  "Now you just sit back there, Derek," she said firmly,
placing her hands on his broad shoulders and pushing him back on the
love seat," and we'll take care of this little problem we've given you.
After all, you must have a problem." She stared straight down at his
cock bulge within his pants.  "After all, you must have a problem --
you're all swollen."
     With the lithe grace of a fit seventeen-year-old, Charlene got to
her knees.  Her calves were beneath the coffee table and her hands were
at the waist of his trousers.  Her fingers moved deftly, despite her
inexperience at such things, despite her eagerness.  In a moment, his
pants were opened and she was reaching inside the slit of his high-
fashion, blue-and-red striped briefs to find the long, thick, heavy
length of his meat.
     Derek watched, slack-jawed, as she thrust her hand into his groin
and gurgled when Charlene's cool fingers began caressing and gripping
his prick.  He knew he should stop her, force her to cease and desist.
But he couldn't make his lips move to say the words, couldn't bring his
hands to grasp her wrist and pull her hand away from his achingly hard
erection, couldn't make himself twist and shift away from her exquisite
touch.
     "C'mon, Derek," she whispered, her breath coming faster with
anticipation of what was to come, "you have to help out some, too.  Lift
up now."
     Numbly -- except for the stiff prong between his legs -- Derek did
as she told him, lifting his hips from the love seat so Charlene could
work the pants and briefs down off his torso.  He let himself back down
and Charlene pulled the constricting garments down about his ankles.
     Once again, her fingers moved to the shaft arching out from the
clump of thick, wiry, pubic hair between his muscular legs.  Derek
groaned deep in his throat as her hand closed on the overheated skin of
his prick.
     "Ummmm -- looks just yummy," she breathed.  She was holding his
cock tightly in her fist and bent it forward until the pee-hole slit in
the tip separation of the large, meaty, bifurcated glans was pointing at
a spot right between her eyes.
     Like a gun, ready to go off, she thought.
     Charlene spread his legs and leaned forward, chin thrust forward
and lips puckered.  Gently, lightly, she pressed them to the tip of his
cock staff in a soft kiss.
     "Cripes," Derek breathed in an agonized voice.
     Can't he say anything else?
     She lifted his prick's angle back up towards its natural
inclination, i.e., about forty-five degrees upwards, and began moving
her soft, lush lips down the underswelling curve of the shaft.  Charlene
let her lips open just slightly and the tip of her tongue slipped
between to tease and move on the tautly stretched skin of his rigid
dick.  Derek's hips jerked up and forward.  He began slouching down on
the loveseat, his legs opening still wider and his genitals inching
towards her welcoming mouth.
     Charlene's fist began moving up and down over his prick in short,
sharp motions covering no more than an inch in either direction.  Her
lips were halfway down the underside of his cock, approaching the
wrinkled sac at the base of the dark, swollen shaft when she again bent
his cock's angle -- this time to one side.
     She had a whole new side of meat to work on.
     Charlene fell on the left side of his shaft with the ardor of a
starving woman suddenly offered food.  This time she let her imagination
roam -- and followed it.  Her jaws opened still wider.  She began
nipping the heavy bar of flesh with the utmost care between her even,
gleaming white teeth -- and just for variety, even now and then she
fastened her full, soft young lips firmly to a section of cock and
sucked.  She really enjoyed Derek's reaction to that: not too different
from a man in the first stages of coronary arrest.
     By the time she moved his cock to the other side and began mouthing
the right length of prick, Derek was slouching his hips so far forward
that just the rearmost part of his hard muscled ass cheeks remained on
the edge of the love seat.  His thighs shook and his pelvis jerked in
sharp little spasms of arousal.
     Once more, she employed tongue, teeth and lips halfway down the
side of his throbbing cock till her lips were brushing the edge of her
clenched fist on his prick, and then she moved on back towards the tip
of his prick.
     Finally, Charlene started to force the stiffly swollen bar of cock
flesh down, against its tendency to stand stiffly upwards at an angle
from his groin.  But it would literally go on so far that way -- and no
more.  Rather than chance hurting him -- and causing him to lose his
wonderfully thick erection -- Charlene instead straightened up.
     Leaning forward over his penis, Charlene momentarily abandoned all
use of lips and teeth -- and concentrated instead on employing her agile
tongue.  Stiffening her mouth muscle till the tip was a hard little
pointed flash of glistening pink, she shifted her grip on his dick till
she was holding it down near the base with thumb and forefinger.  She
could feel his pubic rug against the daintily opened palm of her hand.
     Slowly, with excruciating self-restraint, Charlene trilled her
tongue-tip slowly down the length of his dick, then worked her way up
till she reached the depressed little ring in the flesh just behind the
bulbous glans.  She felt his prick jerking and swelling beneath her
tongue touch and knew she was having precisely the effect that she
wanted to have: turning him on till he couldn't refuse her needs any
longer.
     Once more, she worked her tongue towards the base of his dick --
but this time her strokes differed.  This time, Charlene pressed her
lascivious tongue against the upper flesh of his shaft till the pink
muscle flattened on it.  Licking in long, sensuous, drawn-out strokes,
she attacked the heavy length of aroused flesh as though it were a
popsicle of extraordinary size and taste and she had to hurry and finish
it before it melted from the heat.
     Derek's hand, visible to her from the corners of her eyes, were
clenched into tight balls of fists.
     Really got him going now, she thought elatedly -- and then realized
that she, herself, was also going pretty well.
     Once more, she got herself a fist-grip on the shaft of his cock --
noting, as she did so, how thick his prick was -- and pressed her lips
to the feverishly throbbing glans.  But this time she pressed her head
forward, moving the dick from side to side till her lips had been forced
apart and the velvety flesh was rubbing from side to side across her
even teeth.
     Like brushing my teeth, she thought.  If she could brush her teeth
with a Derek-cock, she'd more than willingly brush after every meal --
and snack -- and in the morning -- and at night -- and even make excuses
to brush!
     She let the moving prick tip force her teeth open and then move
between.  Charlene fastened her lips to his shaft and for a moment did
nothing beyond allowing the heat of her mouth to do its work on his
cock.
     "Oh, jeez, yeah, baby," Derek growled.  His hands came down to grip
the sides of her head, fingers twining into her rich titian tresses.
     Charlene was, at that point, as thoroughly aroused as Derek.  Her
mouth was well filled with his glans.  She could feel every fresh pulse
of blood through it.  She tightened her lips slightly and felt a surge
of triumph at his reactions: a sudden surging of heat through his meat,
a sudden lurching of his hips, a sudden tightening of the flesh of his
well-filled scrotum.
     Charlene began moving her tongue about the swollen chunk of male
meat in her mouth, tasting it, savoring its thickness and softness and
hardness at the same time.  She turned her head slightly to one side,
letting her teeth press against the side of his glans, then the other
way.  Her mouth filled with saliva.  She swirled it about his cock head,
bathing it with her spit.
     Derek's fingers tightened convulsively at the sides of her head.
He tugged her face forward and first an inch, then another of his prick
sank into her mouth.  She welcomed it -- now she had just that much more
cock to suck.
     Charlene pulled her head back then, lips still tight about his
prick.  She felt the hard shaft sliding between them just as she had
felt that same hard shaft sliding between her lower lips, the lips of
her pussy, the week before.  And strangely enough, the sensation seemed
to excite her just as much as it had the week before.
     His hands were pulling her head forward again, this time more
strongly.  Charlene didn't fight it until she felt the thick bulb of his
glans pressing at the constriction in the back of her throat, felt
herself starting to gag on the throbbing morsel.  Then she jerked her
head back from him -- only to have him tug her forward once again.
     The motion was repeated, over and over again, until Charlene's head
was bobbing rapidly back and forth over the end of Derek's dick.  His
cock was becoming coated with her saliva.  It gleamed beneath her
whipping hair, gleamed almost as much as it throbbed.
     Charlene could sense the juice rising inside him.  The idea of
having him explode in her mouth wasn't in the least repulsive.  She
wanted to drink the scum, to feel his sperm filling her mouth.  She
wanted to swallow his load and have it pour down into her heaving belly.
The focus of her efforts was no longer to arouse him till he fucked her
slavering twat.  Now the aim of her act was to make him come, to give
him pleasure and thus take her own.  She knew she wouldn't get an orgasm
for herself out of it, but the importance of that consideration had
somehow receded into the back of her mind.
     What she wanted now was to have her face fucked and fucked well.
     Charlene tightened her already pursed lips still further and began
varying her movement.  She bounced her head rapidly back and forth --
and then abruptly slowed, twisting part way around his cock, drawing
back till just the very tip half of his glans was still trapped in her
oral inferno, sucking on it till her cheeks concaved and she could feel
the blood boiling inside it.
     Suddenly, Derek groaned again.  His fingers pressed the sides of
her head, holding her mouth in place while his hips surged upwards,
driving his cock into her mouth.  She felt his prick swell and jerk in
her mouth.
     And then, suddenly, his cock exploded.  Great gushing bursts of
semen blew out of the tip of his prick and into her mouth.  Stunned by
the force and quantity of his first eruption, Charlene jerked her head
back from his cock and took most of the second load in her face.  But
then she opened her lips wide and rapidly dipped her head forward,
covering the tip of his dick with the cowl of her mouth.
     Again and again he fired into her mouth -- and Charlene sucked and
swallowed as fast as she could.  She drank him just as she'd wished to,
taking all of his creamy load deep into her throat.  She barely had time
to taste it.
     His spasms slowed, then stopped -- but not Charlene.  Her lips were
still fastened tightly about his shrinking cock.  She continued to suck
it, coaxing one last, wrenching spasm of juice from Derek's balls before
relinquishing the shriveling dong.
     Charlene's eyes were half-closed, heavy-lidded.  Watching his face,
watching his expression in response to what she did, she gripped the
limp member with one fist and began carefully licking the spermy residue
from his glans and the shaft, working at cleaning it the way a thirsty
kitten cleans her milk bowl.  Semen was dripping heavily down her face,
off her chin and onto her tanktop, staining it with abundant evidence of
her cock-sucking expertise.  Her lips were bright with it, and when
she'd finally cleaned his cock thoroughly, Charlene began a slow and
sensuous tracing of the tip of her tongue over her lushly pouting lips.
     Derek's reaction almost broke her up: he merely stared, as if
watching her grow another head.
     But there was another reaction as well -- especially when she
slowly sucked the head of his limpened member back into her mouth.  That
reaction was a slight pulse of blood through his prick.
     Suddenly, Charlene felt challenged -- challenged to suck him back
up to full erection immediately and coax yet another explosion of juice
from his drained balls.
     And just then, she heard a key in the doorlock.
     This time, it was Charlene whose eyes widened.  As she heard the
tumblers clicking in the second of the door's three locks, she literally
spit his prick tip out of her mouth and took her fist off it.
     As the third lock was opened, Charlene started to stand, even as
Derek struggled to get his pants and briefs back into place.
Unfortunately for Charlene -- and Derek, for that matter -- she had been
kneeling with her calves beneath the low-slung teak coffee table and
standing abruptly caused it topple over with a loud crash.  All of the
items on top of it -- magazines, two ashtrays, an ornate cigarette
lighter, Derek's drink -- went scattering noisily across the floor.
     And Derek's feverish struggling to get his pants up caused his
knees to come together, tripping her.  Charlene staggered as she turned,
then leapt nimbly to avoid tripping on the up-ended coffee table,
finally twisted to miss landing on an ashtray.
     She came to rest about four feet from her mother.
     Her openmouthed, staring mother.  Her mother whose color had
drained to roughly the shade of chalk -- and whose color was rapidly
returning, roughly the shade of sunset thunderclouds.
     Ominous and red.
     Her mother's eyes flickered from Derek -- rapidly stuffing limp,
saliva-and-sperm-coated cock back into pants and zipping said pants up
and Charlene, standing before her with flushed face, glistening lips,
sperm-drenched cheeks and chin, sperm-stained tanktop and stiffly
erected nipples.  Not to mention Charlene's mini-microskirt which had
gotten tangled with itself somehow on one side of her nubile hips,
holding it high above and exposing her naked, pantyless slit.
     Ooops.
     What could she say?
     Charlene knew there wasn't much she could say, certainly nothing
that could conceal what had happened and certainly nothing that could
make it any less of a shock to her mother than it already was.
     So since there was only one thing Charlene could say, she took a
deep breath, put a great big bright smile on her lovely, lusting face --
or as near a thing to a smile as she could manage -- and said, quite
calmly:
     "Hi, Mom."



                                   Chapter 6

     In retrospect, Charlene couldn't even be amused at Derek's
genuinely funny reaction to the situation.  It was like something out of
an X-rated cartoon: hopping on one foot, trying simultaneously to pull
on his pants and leave the premises, once losing his balance and falling
till he reached out to grab Charlene herself in order to steady himself
-- and succeeding only in gripping the thrusting firmness of her left
tit.  His hand came off the swelling breast as if it were on fire.
     What she remembered instead was the succession of expressions
playing across her mother's face -- first shock, then rage, and finally
sheer, seething, smoldering rage.  The worst kind of rage.
     Quiet.
     Charlene knew her mother, knew her well indeed.  She'd seen her
mother in such rages before.  She knew it was a matter of time until the
rage was expressed.  When her mother was simply pissed off at her or
rebuking her for some error of commission or omission, the matter was
immediately discussed and the punishment fit the crime, so to speak.
     But in rages like this ...
     For one thing, Charlene was aware that her mother figured Charlene
knew what she'd done was wrong.  Perhaps not from a moral standpoint,
not in the conventional sense.  Her mother probably wouldn't have been
too upset had she learned Charlene was fucking and sucking someone.  She
likely would have been pissed off at Charlene doing it at home.  She
definitely would have been angry at Charlene doing it at home and being
so indiscreet with her timing.
     But to be sucking a man off in her own home with lousy timing --
and a man her mother considered her own, to boot ...
     I'm going to catch it this time.  But how?
     She tried to force her mind away from worrying.  The longer it took
her mother to actually getting around to it, the worse the retribution
would be.  And the fact that her mother had, since, spoken not a single
word about the matter -- and otherwise acted as if absolutely nothing of
the sort had ever happened -- bothered Charlene even more, filled her
with foreboding.
     It's going to be a humdinger of a get-even, whatever it is.
     The phone rang.  She leapt for it, hoping it would be --
     It was.
     "Hiya, Charlene," said the cool, deep male voice of her new
neighbor in the building.  His name was Tim, and his voice fit his
looks: tall, strongly built, sandy-blond hair and rugged features.  He
was three years older than she was, but they'd gotten along well from
the start.
     "Hello, Tim," she answered, keeping her voice calm.  She'd run into
him in the elevator the day after the incident with Derek, returning his
smile with her own.  He'd explained he was new in the neighborhood.  His
family had moved -- company orders for his father -- and he was looking
forward to starting as a junior at City College in the fall.
     But in the meantime, he had time to kill and didn't know his way
around the city -- they were from someplace dreary on the West Coast --
and would she help him out in getting his bearings ...
     She'd been waiting for his call.
     Charlene had the hots for him in the worst way.  And she was more
than half hoping that feeling was reciprocated.
     They made small talk for a few moments.  Then:
     "Listen, Charlene, I've been wondering if you'd come to the Village
with me."
     "Sure -- when would you like to do it?" she asked, putting her
emphasis on the words do it.  The only thing that bothered her in the
least about Tim was that he didn't seem too terribly bright to her.  In
fact, she wondered if he was just another pretty face.
     "Ah, anytime you'd like," he said quickly, missing her nuance.
"When would be convenient for you?"
     You want him for his body, Charlene, she told herself, not his
mind.
     "How about tonight?" she asked matter-of-factly.  Charlene was not
a girl who believed in deception -- or, at least, had never been before.
She was definitely not the kind of girl who pretended she always had a
date and couldn't be called on short notice.  She didn't have a date --
especially not since her split with her high-school boyfriend, Sal.
None of the other guys in their crowd would go near her.  Word was out
that nice, mild-mannered Sal was ready to bust heads.
     Most importantly, she craved some time with Tim.
     Her pussy did, at least.
     "Tonight?" Tim echoed, surprised, after a moment's hesitation.
     "Sure.  I mean," she added quickly, "if you're ready to do it
tonight." Again, she'd chosen her words and tone to be everything short
of a plea for fucking.
     Again, it sailed right over his head -- or at least through his
head, since there seemed to be little between his ears to stop it.
     "Uh, sure," he said slowly.
     "I mean, do you need a lot of time to get ready to do it?" she
asked, insinuatingly.
     "Uh, no, I guess not"
     Sheeeesh!
     "Okay, then, what time would you like to make it?"
     "Uh, how about an hour?"
     But will he be able to read the clock?  Think about that fabulous
bod, Charlene.
     Then, quickly, she did some mental figuring -- what she would wear,
what would she need, if anything, time to get changed and --
     "How about an hour and a half.  Give me a chance to get washed up,
all squeaky clean, you know.  You'd like me to be squeaky clean,
wouldn't you?"
     A smart man would have said, Sure, so I can rub you till you
squeak.  Not Tim.
     "Sure, sure.  Okay, then I'll call for you at, uhhhhhh, seven
o'clock, right?"
     "Aren't you sure?"
     "Huh?"
     "Never mind, Tim, seven will be just fine.  You know the apartment
number?"
     "Yeah, it's uh, right under mine."
     "Ummmm -- maybe that's a good omen," Charlene hinted.  Hinted --
like a runaway locomotive is a hint the train schedule will change.
     "An omen?  What kind of omen?"
     "Never mind, Tim.  I'll see you at seven."
     "Yeah, sure.  Bye"
     She hung up the phone.
     What a dolt.  But, oh, man, what a body.  What a gorgeous body.
     Quickly, Charlene went into the bathroom, began drawing water into
the tub for her bath.  She was already formulating strategy in her head.
With any luck, her mother would repeat the performances of the past few
days -- staying out to incredible hours, thus leaving the apartment to
Charlene alone to the wee small hours.
     Maybe I can get the oaf in here alone and then -- better see what
time Mom is coming home.
     She went back into the kitchen, clad only in panties and tee-shirt.
She half suspected that the husband of the elderly couple would have his
binoculars on her -- she'd seen him at it before -- but didn't really
care.  He'd see less than he would've if she was wearing a bathing suit
at the beach.
     Quickly, she dialed her mother's office, told the switchboard
operator the extension she wanted, then waited.
     "Hi, Mom."
     "Hello, Charlene." That was something else that bothered Charlene
about her mother's attitude and demeanor since the 'incident' with
Derek.  Her mother never called her Charly anymore, the way she'd always
addressed her since she was a little girl.  Only Charlene.
     "Mom, I'm going to go out on a date tonight." She quickly added:
"If it's all right with you."
     "Do you have school tomorrow?"
     "Of course not."
     "Then it's all right with me.  What time will you be leaving?"
     "About seven."
     "Hmmm -- all right.  I'm going to be late myself but I think I'll
stay at the office, grab a bite and then go out.  See you tomorrow.
Good-bye."
     Charlene stared at the dead phone.  That's what I call abrupt.
Finally, she shrugged -- mentally and physically -- and hung up.  If
that's the way she wants it ...
     But then she was glad.  I'll have my chance with the apartment
empty.  When I'm done with you, Tim, you're going to walk funny for a
couple of days!
     Charlene returned to the bathroom, shut off the water, stripped off
the rest of her clothes and slipped into the steaming tub.  The water
felt good on her body, raised goose pimples all over and caused her
nipples to harden to little spikes.  She grasped them between thumbs and
forefingers, squeezing the turgid, blood-filled spikes and rolling them.
That felt good, sending all sorts of lascivious pleasures through her
gorgeous young body.  She pulled them outward.  The pleasures from that
went straight to her yearning little pussy.
     "Just wait, my little beauties," Charlene said to her nipples out
loud in her imitation of a pirate's voice, "you'll be getting treats a-
plenty before this night is over."
     She ran her hands down over the sleek curves of her body, her
fingers finally coming to rest in the tight slit of her labia.  Soaked
with water, the hair was even more apparent, darker than usual.  It
looked almost as if her cunt were on fire.
     "And I'll not forget you, either, my sweet!  Ha-hahaaaa!"
     Charlene jerked her attention back to the planning of her attack on
Tim -- I might have to tell him what to do -- and quickly finished her
bath.
     Toweling herself did little, however, to lessen her lusts.  The
rough towel managed to remind her of her hunger for the lips and mouth
and hands -- And cock; don't forget the cock, Charlene! -- using her
body.
     She took her time about dressing, then made herself some instant
iced tea.  She sat down with the latest issue of an avant-garde woman's
magazine to which her mother subscribed and began waiting.
     At precisely six-forty-five, the phone rang.
     Oh, cripes.  It's Tim.  He's got to cancel.
     She answered the phone.  "Hello?"
     "Hello, Charlene."
     Relief.  "Oh, hi, Mom.  What's up?"
     "Charlene, I need a big favor from you.  Please go down to the dry
cleaning store in the lobby and pick up my pants suit for me.  The claim
ticket is tacked to the bulletin board in the kitchen."
     "Now?"
     "Yes, please, Charlene."
     "But, Mom, why not call them.  Marty's delivers."
     "Not after six o'clock."
     "Do you absolutely need it for tonight?"
     "No, but I need for the morning and they won't be open till eleven.
Please Charlene.  It won't take more than ten minutes."
     Down to the lobby and back -- I can leave Tim a note telling him to
wait, just i