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Subject: {ASSM} Pamela {Paco Andante} (mF hand oral facial)
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Title: Pamela

Author: Paco Andante

Date: December 2013 - January 2014

Keywords: mF hand oral facial

Word count: 4850

     Copyright by the author. Permission is granted to archive, repost,
or publish in no-cost or low-cost archives, periodicals or anthologies
of this type of material if unaltered and attributed to the author.

     Disclaimer: This is a work of fiction and any resemblance to
reality is completely accidental.  Be warned that this story involves
explicit descriptions of sexual activities, including some that may be
considered off the beaten track.  Do not read this story if you believe
fictional stories should not depict unusual situations, are less than
the age of consent in your social group or if such descriptions violate
your code of ethics.  Batteries not included.

         -----

         Pamela

         by Paco Andante

		To my friend, N.

Pam was good at it. She had real talent for it. She was so good, in
fact, that everyone recommended her. The boys, the girls, and even the
adults raved about her. She commanded respect from everyone. Not that
she was harsh, not at all. And her good looks just added to the genial,
good-natured impression she made. Though only a High School Senior, her
enterprise was flourishing and all her clients raved about her talent
and ability.

Most of the youngsters she worked with excelled, not only in algebra,
her tutoring subject, but at any subject that needed thinking in
abstractions. Many of her teachers suggested that she go into teaching
as a career. She was a straight-A student without even trying, she sang
in the church choir and played clarinet in the school band. She avoided
the "stuck-up" girls' cliques, but was friendly to everyone, and if
there was a party being given she was sure to be invited and to go.
Although she was almost never without a date, she had no steady
boyfriend.

Bill was an average sort of high school freshman. He did reasonably
well, even though he never worked very hard. He made the track team,
joined the computer club, and ogled the girls like any other boy his
age. Bill was neither a "hunk," nor was he ugly. A bit short for his
age perhaps, and only slightly pimple-faced.

I said he did well in school, but that was before he saw Pam. Billy
knew without question that Pam would never give him a second look, he
being three years younger and therefore unfathomable depths beneath her
in the school pecking order. But then he heard about her tutoring.
Suddenly his algebra grades plummeted. Bill's parents could not
understand his sudden denseness at math, and when asked, he just
replied, "I just don't get this algebra stuff."

It seemed to Bill that it took forever, but soon enough his folks found
out about Pam's tutoring.

"Son," his father said, "we're going to hire a tutor for you. She has a
good reputation at squaring away people with algebra problems. And
thank God, she's not expensive."

Bursting with triumph inside, Bill managed a feeble, "If you say so,
dad."

And so, Pam became Bill's algebra tutor.

And true to form, Bill's grades began to improve. But not too quickly,
so that Bill's parents felt it worth while to continue the tutelage.
The cost was not much more than they had spent on babysitters when Bill
had been a child.

Even though the relationship was strictly professional, at least he got
to spend time with her and to watch her from close up.

That winter Bill, a Scorpio, attained his fifteenth year and underwent
one of those growth spurts that keep parents poor buying new clothes to
fit. His pimples, never very numerous, disappeared. And in later in
that season, Aquarian Pam reached the "magic age" of eighteen.

Bill's math performance continued to prosper, but he persisted in
getting a few exam questions wrong so that Bill's parents renewed their
agreement with Pam for the spring semester and his study of Algebra
102.

If Pam suspected anything unusual about her tutee's academic
performance, she did not let on, and in spite of the age difference
found Bill's company pleasant enough and actually looked forward to the
Tuesday and Thursday afternoon sessions with the boy. She found him
much pleasanter to deal with than her other charge, a rebellious and
disinterested girl she worked with on Mondays and Wednesdays.

As winter gave way to spring, Pam's clothing choices naturally changed,
the bulky sweaters giving way to light blouses, heavy dresses or
trousers yielding to shorts, much to Bill's delight. Especially when
she wore one of her low-cut blouses, he would eagerly await the young
woman's bending over the table at which they worked, to peer down the
gap formed as her blouse fell away from her ample, though not huge,
bosom. The occasional glimpses he was able to garner of lace-covered
crests were fuel for his fires. Or when she wore tight shorts, often
tighter than her mother would have preferred, affording a delightful
eyeful of long bare legs and, though decently covered, her pert, round
butt.

Pamela was of course aware of the attention she received from her
tutee, but aside from the mild arousal his hungry looks gave her, she
thought nothing of it. Until, one unusually warm early spring
afternoon. The air was laden with spring odors, the trees were showing
green buds, and the crocuses were asserting themselves as Pam walked to
her Thursday tutoring appointment with Bill. Prompted by the vernal
feel of freedom, she had worn no bra under her peasant blouse, and her
tightest shorts that, in spite of cotton panties, showed a well defined
"camel toe." Whether you believe it or not, she did not have enticement
in mind, but only the joy of the release from the prison of winter and
of feeling sexy and so very alive.

The door was answered by young Bill, who also was feeling the effects
of the day. He had exchanged his school clothes for a T-shirt and
Bermudas. The sight of Pamela, dressed as she was, had a certain
predictable effect on the boy that Pamela could not help but notice as
he let her in. It was a surprise to her how adult the outline of Bill's
arousal was as it bulged his trouser leg. Not that the it revealed him
to be porn-star material, but she had never thought of him as anything
but an immature kid. But there he stood, athletic-looking in the
T-shirt, and with a decent size, rather thick object straining at his
shorts.

Stammering a greeting, the boy led his tutor to the kitchen table,
where books and papers were set out. Gallantly, Billy held a chair for
her to sit before taking his seat, not opposite her at the table as
usual, but diagonally across where he could see her better. His relief
at being able to sit down was obvious.

"Your mom is out?" she asked, noticing the quiet.

"Yeah. She went to some meeting, I dunno what."

"Uh-hunh. Now, what were we working on?" she asked, reaching for the
book.

In doing so, her blouse fell slightly away, revealing to the boy's view
one of her delectable orbs right down to the nipple. He thought the
glimpse lasted all too briefly as she retrieved the volume, sat back
and opened the book.

"Um, er, Chapter four, I think."

The mammalian revelation, even though brief, severely hardened things
for him, and his mind was far from equations and chapters. However, he
wanted to appear sophisticated and grown-up, and remembered how his
mother had always offered Pam refreshment. Hoping she would refuse so
that he would not have to stand up and cause himself further
discomfort, he nevertheless asked, "Would you like something to drink,
maybe?"

"Oh, sure, thanks," was the response. "Do you have root beer?"

"I think so."

Standing bent over at the refrigerator, fortunately for the strain
brought on by his condition, he said, "Yeah, there is." But to his
chagrin, it was in a large bottle, not in cans, so he would have to
fetch glasses. He tried valiantly to appear nonchalant as he walked
uncomfortably to the pantry. Pam had to grin in spite of herself as she
observed his discomfort and the obviously straining bulge, as he poured
her a glass of the soda. The bulb-shaped head of his penis was clearly
outlined through the cloth.

Although she was no prude, nor exactly innocent, Pam was not
experienced. She had, of course, engaged in heavy kissing, had allowed
and even enjoyed being felt-up through her clothes. So of course she
had seen similar protrusions in the trousers of her dates, and on one
daring occasion had even given a young man a through-the-pants hand
job, but she was quite surprised to see that phenomenon on young Billy,
and with so little, she thought, provocation.

"Oh, jeez! Did I make that happen?" she mused, and was shocked to
realize she had spoken aloud.

"You sure did," Billy blurted out. "I can't help it. God, you're
beautiful! And so sexy!"

Billy sat down, to the great relief of his penis, and the two stared at
each other in uncomfortable quiet for a long moment.

"Ice would be nice," Pam murmured to break the silence.

Billy groaned, but stood to fetch a few cubes from the freezer and
dropped them in the glasses.

"Why don't you adjust... er... things so you're not so uncomfortable?"
Pam asked.

"Shit!" Billy muttered in embarrassment, but turned his back to her and
adjusted himself in the Bermudas. Now, instead of trying to rip the
trouser leg open, his hard-on was trying to break the zipper. But it
was less painful that way.

The two sat, sipping root beer and regarding each other, each wondering
what the other was thinking, the algebra book forgotten in Pam's lap.

"Does that happen often?" Pam asked.

She could hardly believe her own voice. How could she have asked such a
thing of a guy? And one so much younger than herself? She hadn't ever
spoken in so forward a manner with any of her dates.

"Around you it does," Billy muttered, also not believing he had
admitted that. And then he was suddenly afraid that he had exposed his
carefully planned subterfuge in getting his folks to hire her.

Once more they sat in uneasy silence, sipping soda as the implications
sank in.

Finally, Pam, blushing, said, "I... I guess that means you like me...
or at least my body."

"Oh, God!" Billy gushed, his words tumbling out, "Your body, your face,
the way you walk... Everything... When I see you... you make me so hot
that..."

"That what?" she asked in a whisper when he didn't continue.

"Nothin'," he muttered sullenly.

"No pass!" she said, grinning. "You were gonna say something. So don't
gimme 'nothin'' 'cause I know better."

He sat, looking sullen while she sat looking expectant.

She had read all the books about sex that she could find in her parents
home and in the library. Thanks to the internet, she had seen many an
activity that had at first shocked her, then interested her, then had
turned her on. Though she had very little first-hand experience, she
was no puritan. But her image of herself was of a "good girl," and she
had surprised herself by pressing him. Was he about to admit that he
masturbated thinking of her? She thought so, and the thought was a
surprising turn-on for her. Suddenly her imagination conjured up an
image of Billy, glassy-eyed, his trousers pooled around his ankles,
pounding himself while fantasizing of her. She almost giggled.

"So, were you going to say that sometimes you just have to do
self-help? Masturbate?"

Billy just looked away, turning purple.

"It's no shame, you know. Everyone does it."

Billy snapped to attention, "Everyone? Do you?"

Despite her ears turning hot, Pam replied, "Well, yeah. Everyone does,
so sure. Sometimes. Uh, not a lot."

"Who do you think of when you do it?" he whispered.

The truth was that she had no one that was that kind of special to her,
so she rarely thought of anyone. When she did think of someone, it was
usually a faceless "dream lover," who by his words and actions made her
feel special and sexy, but what she said was, "None of your business."

His face fell, and he grumbled, "Never of me, I guess."

She saw the devastation on his face and she softened and whispered,
"Well..."

But she perceived that the conversation was going where she did not
want to go, so she diverted by asking, "What is so special about me
that you... you know."

"I can't tell you," he said. "I can't talk to you about it... to a girl
about herself."

She laughed. "But it's what every girl wants to hear, though. To hear
what makes her special."

"No, I can't," he mumbled, blushing.

"OK, then make believe you're telling another guy about me. Tell him
what turns you on about Pam."

Still Billy was tongue-tied, so Pam told him to turn away and "talk to
Charlie."

Gradually he began to speak. "I love the way she brushes a strand of
her hair off her face, only to have it fall back again. And how she
gets dimples when she smiles. Her face is just so pretty. And... and
how terrific her ass is; how it moves when she walks, it's... I can't
explain it. Actually, how all of her moves. And her tits..."

He hesitated, then blurted out, "They're the nicest things I ever saw!"

"You've never seen my tits!" Pam exploded in shock.

He turned back to her, red faced, and mumbled, "Well, just a peek. And
you're not wearing a bra today."

"Oh, my God!"

"I could tell that from the minute I opened the door for you. And when
you reached for the book..."

"Oh, shit!" she cried, a hand flying to press the bodice against her
chest, but in truth it was turning her on. An exhibitionist streak that
she hadn't known she had, and a kind of narcissistic "I got him all
worked up" thought combined to awaken her hidden inclinations. Her
pussy tingled and she thought it might be getting wet. It was.

"I... I didn't see much, not really, and not for long..." he stammered,
wearing a look like a puppy caught stealing food.

"But you saw my tits!"

"Only one, and not a very good look, and only for a second."

Her "choir-girl" side was embarrassed and outraged, but the
newly-awakened "wicked" side of her was stirred up. And the obvious
evidence of his continued arousal, a bulbous convexity lying beside the
fly of his Bermudas, only added to her agitation. And there was the
fact that they were alone in the house...

"I bet you'd like a really good look at 'em, wouldn't you," her wicked
side said, grinning.

"God, would I!"

"What would you do for a good look?" she whispered, a degenerate
thought forming.

"Jeez, anything." he whispered back.

"Anything?" she grinned, her eyebrows raised.

He nodded in mute assent, and before she could have a second thought,
in a single quick motion she whipped her blouse up over her head and
off.

Billy's jaw dropped to his chest, a strangled sound escaped his lips
and he sat transfixed. Pam's breasts, the first he had seen in real
life, were indeed wonderful. The round, fleshy orbs arranged proudly
astride her chest jiggled slightly with her movements. They were
crowned with pale strawberry colored areolas about an inch across, and
centered on each of those were protruding nipples. A ruddy flush crept
down from her face to her breastbone, but otherwise her skin was creamy
white, smooth and silky looking.

"Oh, my God," was all that Billy could croak.

Never had he imagined that the girl he idolized, a senior, his tutor,
and the object of his masturbatory fantasies, would be seated
bare-chested less than a yard in front of him. He was afraid to move,
afraid to speak or do anything to break the spell. Was he dreaming?
Unconsciously, his right hand crept to his crotch.

"Well," she said, "do you like? Are they everything you thought?"

"Oh God, yes," he croaked again.

Pam's conservative, "choir girl" nature was shrieking in horror. Its
inner voice was crying, "What have I done?" But her mischievous side,
inspired by spring and spurred on by the sight of Billy's "trouser
tent," and agitated further by the thought of his fantasizing of her
while masturbating had taken hold of her and was leading the way.

"Stand up, over here," she commanded him.

Pam turned her chair sideways to the table and gestured to the spot in
front of her. Billy, not believing his luck at the display before him,
and not wanting it to end, dutifully stood to face her. Besides, it
brought him closer to the twin objects he was so fervently admiring.

"Now take off your pants."

"What?"

Billy was shocked, embarrassed at the thought of showing himself to
her. Having watched porn movies on the internet, where all the guys
were hugely hung, he feared she would think his perfectly normal cock
was small.

"You said, 'anything,' so go on, drop 'em for me." she said and jiggled
her tits at him.

In spite of his fears, he was completely bewitched by Pam's bare tits
jiggling RIGHT THERE in front of him. Although he groaned, truly he
would have done anything to continue the show. His embarrassment and
self-conscious fears overlooked, in moments he had dropped the Bermudas
and the boxers on the floor and kicked them into a corner. Billy's
cock, gratefully released from it's confinement, wobbled around as he
fidgeted, his balls gently swaying.

"Well... Wow," Pamela muttered.

Even though she had seen pictures on the internet and had felt
man-flesh through layers of cloth, this was her first "for real" fully
revealed sight of a male member. And it was right in front of her, less
than two feet from her nose, where she could examine it from any angle
she wanted. Far from seeming small, it looked quite imposing to her.

"Cool!" she breathed, moving her head this way and that.

Billy was still completely captivated by the sight of Pam's wiggling
tits, his own rampant nakedness all but forgotten. As the girl bent
forward the better to see his throbbing shaft and its helmet-like head,
her breasts naturally fell forward too. Billy found the sight
irresistibly enticing. Even though he feared that his doing so might
result in her covering herself, his hand moved to cup one of those
delightful globes and gently squeeze it. In fact, Pam's "better" side
did find this bold move offensive, but actually his touch was pleasant
and exciting for her, and rather than move away, she pressed her breast
more firmly against his hand. As his arousal-and his cock-stretched
toward new heights he sampled the malleable firmness of her boob, and
in seconds his other hand joined the first, so that now he was
relishing both orbs. His legs began to tremble with excitement. As Pam
watched with interest, a drop of pre-fluid oozed from the tip of his
engorged member. It made her think of how her pussy "wept" when she
became aroused (as it was doing now) and it fascinated her.

Tentatively, she stuck out a finger to feel its texture, maybe smear it
around a bit. But of course no sooner had she touched it than his
unsupported cock shifted away from her questing digit. At first she
tried to follow, but despite her efforts to chase it, it kept wobbling
away from her fingertip, so she brought up her other hand to take hold
of the shaft. The feeling as Pam's hand encircled his cock was
incredible. Billy gasped and his whole groin area tightened. This made
his cock, already distended to its limits, jump and momentarily swell
in her hand.

"Oooh," she cooed and looked up at his face. His eyes were lidded but
not closed, still firmly glued to her boobs as his hands kneaded them.

Returning her attention to Billy's rampant member, she noted that the
drop of clear liquid had grown larger, so she dipped the tip of her
finger into it and tested its viscosity between finger and thumb. Then
she smeared it over his corona.

Billy let out a soft groan as she did, her light, lubricated tactile
exploration electrifying the myriad nerve endings of his cock head.
Half in reflex, half out of consuming desire, his fingers curled around
the nipples that his massaging had brought to erection, curled around
them and rolled them, squeezed them, teased them.

This brought lightning flashes of sensation to Pam in her turn, and she
echoed Billy's groan with her own. Her thigh muscles clenched along
with those of her groin, and her hand, holding his shaft, lightly slid
up its length and back again.

Never had his "self help" sessions felt so good!

The squeezing of her muscles did more than might be thought, for her
shorts, very tight to begin with, had become even tighter in front from
her position in the chair. Her thin cotton panties, doing overtime work
to contain the dampness seeping from her virginity, could do little to
insulate her inner lips and erect clitoris from the invasion by the
front seam of the shorts, whose folded layers and stitching yielded
less than the neighboring cloth. So each twinge of her nipples by
Billy's agile fingers produced a clenching of muscles which in turn
would chafe her pearl.

For several minutes, punctuated by wordless exclamations from them
both, this tableaux continued; his fingers and hands liberally
agitating Pam's trembling mounds and nipples while that front seam did
its own work; her one hand lightly stroking while the fingers of the
other caressed and explored the corona of his pulsing erection.

When Pam's agitation had mounted to a high pitch, her fingers abandoned
Billy's "little head," to dive between her legs to assist that front
seam, and at the same time, her other hand accelerated as it moved back
and forth. As her arousal increased, Pam straightened up, drawing Billy
forward, his hands following her breasts, and his knees bumped on and
rested against the chair seat beside hers. This was fortunate, for his
legs had begun to tremble so much it was not clear that they would hold
him up any longer.

 From that point on, neither of them would or could stop their
activities, until a drawn-out groan escaped Billy's mouth a moment
before Pamela cried, "Oh God!" She could not have said if that outcry
was for the onrush of her own orgasm or in response to the thick, heavy
wad of his semen that splattered on her cheek. As she opened her mouth
in that outcry the second thick spurt landed directly in her open
mouth, the trailing end dripping down her lip and chin. But she was
distracted; her pussy clenched and her entire body was wracked with
spasms, her nipples felt like they were on fire, and after her initial
exhortation she was unable to utter anything beyond unintelligible
squeals.

Billy's cock erupted again and again as his whole body bucked. Pam's
hand gripped him firmly, but the spasms of her own cumming caused her
to wave his wand around so that succeeding jets landed first on her
forehead to trail down one cheek, then on her chin to drip down between
her tits. Next, a thick rope landed in her hair and dribbled down her
other cheek. Pam threw her head back reflexively both from the jets
impinging on her and from her own climax so that his next jet struck
her upper lip and a nostril. Ropey strands of jism covered her face,
and excess beads fell onto her breasts.

Rather than feel degraded as her "choir girl" nature would have
thought, Pam felt a surge of elation, a proud sense of acceptance, and
as the aftershocks of her orgasm began to wane, she bent and kissed the
tip of Billy's still-oozing cock.

Billy was in awe. He thought he had never seen Pam look more beautiful
or more fetching and sexy than at that moment, wearing this production
of his body. And that she had been the one that had made it happen, in
fact still held his slowly shrinking member in her hand, even briefly
touching it with her lips, was a wonderment beyond belief.

So powerful were these feelings and stimulation, aided by the natural
stamina of extreme youth, that Billy's flagging member halted its
descent into flaccidity. Never before had Billy's erection begun to
recover so quickly. And recover it did under Pam's astonished gaze and
in her unbelieving hand.

"So quick!" she said.

A groan of pleasure was all Billy could muster, but his hands resumed
their groping, spreading his drippings over her mounds.

Pam was still excited, and stared in wonder at the rising shaft in her
hand. Could she? She had heard other girls whisper about it. And the
brief touch on her lips had not been bad. And the taste of the wad that
had entered her mouth had not been bad either. Where was it? She must
have swallowed it during her own release. She gave his rod a little
encouragement with gentle strokes of her hand, and then, throwing
caution to the wind, pursed her lips and pressed them against the tip.

"Oh God!" Billy exclaimed as she gradually parted her lips, and drew
the head inside until the ridge of the corona was trapped against the
inner edges of her lips, her tongue exploring its opening. Never had he
felt anything close to this soft caressing of this most sensitive
component of his body.

"It's a lot like a tongue-kiss on the mouth," Pam thought. She had not
known what to expect of her feelings, but discovered that she was
actually enjoying the sensation, especially with his hands caressing
her tits.

Her hand, the one not occupied by holding his cock, began to search
between her legs once more. "I can't believe that I'm doing this," she
thought, "and actually enjoying it!"

Having realized that it didn't taste bad, didn't feel nasty and
actually made her feel good, Pam lost all her inhibition about it.
Remembering the videos she had seen in the internet, she proceeded to
lick it, kiss it, and take its shaft and head into her mouth. Billy
groaned and moaned, all the while still paying close attention to her
beautiful boobs. His disbelief of what was happening was immense, and
his pleasure beyond all prior experience.

Having just minutes earlier covered her with his sperm, Billy lasted
longer this time, but eventually the inevitable occurred. His cannons
fired again, and Pam took it all in her mouth as jet after jet erupted
into it. Nearing her own peak, she reveled in the feel and taste of it,
adding to her arousal.

But then the bottom dropped out of their little world. They heard a car
door slam in the driveway outside!

"Christ! My mother!"

Swallowing and pushing a stunned Billy away, Pam urged, "Shit! Get
dressed quick!" She snatched up her blouse from where she had thrown it
on the table and ran to the bathroom.

Billy broke all records for putting his clothes back on, barely
remembering to get them right-side out, but when his mom came into the
kitchen he was working the examples at the end of the chapter in the
algebra book.

"Hi, Billy. Where's Pam?" his mother said, putting two large paper bags
down on the counter.

"Bathroom," he mumbled.

In the bathroom, Pam had to complete things for herself even before
cleaning up, the "itch" was so strong. She pulled off her shorts and
panties and sat on the toilet biting her lip to remain quiet as her
fingers caressed her lower lips and clit. She came hard, and when her
spasms finally finished, Pam looked at herself in the mirror. She was
quite a sight, the white rope-like trails still clinging to her face
except where they had dripped downward onto her tits. Knowing she had
to go back out soon, she quickly washed her face and chest clean of the
massive load she had received, and then worriedly regarded the glob in
her hair. She wanted to wash it out.

"I can't go out there with wet hair, but I can't use the hair dryer,
its whine and roar will be heard out there! How can I get rid of this
stuff?"

But by using toilet paper, water and a little patience she was able to
remove it, and only a little dark wet spot remained where it had been.
After putting her clothes back on, she examined herself in the mirror
and decided that she would pass a casual look, if not a close
inspection.

While looking, she had a horrible thought, "Boys Billy's age like to
brag to their friends!" A cold knot began to form in her stomach as she
returned to the kitchen.

"Oh hi, Mrs T---."

"Hello, Pam. How do you get Billy to work like that?"

Billy was solving equations with a vengeance.

Pam only smiled and said, "That's what a tutor is for."

Billy's mom laughed and finished putting her purchases away, then left
the room. Pam looked over Billy's shoulder to see that he was actually
and correctly working all the examples, then whispered in his ear, "If
you so much as breathe a word of what happened, I'll cut your balls
off."

"I won't, I swear."

He never did. Whenever other boys boasted or whispered, Billy just wore
an enigmatic grin.

    ---

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