o 20010310 BEE-1229 Her Foxy Mom (M. DeSantis)*



			  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 in case it takes more than ten minutes.

"Oh -- okay, Mom.  For you."

"Thanks, Charlene.  You're a dear.  See you later."

Later?  Ahh -- probably a slip of the tongue.  She hung up the phone,
went into the kitchen and got the claim check, then quickly wrote out a
note and stuck it to the door as she left for the lobby.  Someone was
just leaving the fire-stairwell as Charlene stepped into the lift, but
she didn't pay much attention.  It was probably one of the
superintendent's staff.

The man behind the counter of the dry cleaners handed back the claim
check with a toothy grin "Sorry, Charlene."

"Huh?"

His eyes swept over her again.  She was wearing a pair of hot shorts and
halter top -- and nothing else.  "Your mother didn't leave that with
us."

"What do you mean, she didn't -- oh." She went silent as she read the
ton of the ticket.  It was a Marty's claim check, all right.  But for a
different location in the chain of dry cleaners: the location near the
subway station her mother used when going to work every morning.

"Uh, sorry about that," Charlene said and quickly strode out of the
store and into the lobby.  There she paused, indecisive.  Her mother had
undoubtedly taken it to the dry cleaner on the way to work and
forgotten.

Or did she?

Charlene pushed that out of her mind.  The pressing question was whether
or not she'd be able to walk the three blocks to the other location,
pick up the garment and return in time for her date.  Even with the
note, Tim might not wait.

And that's assuming he can read.  The note, that is.

She decided that she was already on the ground floor.  If she hurried,
Tim wouldn't have to wait more than five or six minutes at the most.
Tossing her lovely, titian hair back over her shoulders, Charlene strode
quickly through the lobby doors and out onto the street.

The walk over to the dry cleaner was an adventure in hassles.  She
couldn't pass a male -- single or in groups -- without hearing:

"Hey-bayyyyy-BEE!  Wanna get your pussy sucked?"

Or:

"What's the rush, honey?  Let's you and me discuss literature -- like
Masters and Johnson!"

She knew she drew attention to herself.  The hot shorts showed off her
legs -- abundantly.  The halter top accentuated the size and perfection
of form of her luscious tits -- and did nothing to conceal or restrain
their bounciness with each long-legged stride.  And her hair, drawn back
by a cloth headband to flow long and loose down her back, drew stares
the way homey draws flies.

She came to the dry cleaners, then frowned in consternation.  The door
was locked.  The store hours said they closed at seven.

It's already seven?

Charlene turned and started back towards home, this time completely
oblivious to the horn-blowing of a pair of young men in an old, beat-up
Chevy trying to get her attention, oblivious to the hooting of a young
man on a delivery boy's bicycle, oblivious to the slurping sounds
directed at her by a pair of middle-aged men carrying tool boxes and
wearing the uniforms of plumbers.

She wooshed through the lobby doors of her building, hurried past the
closed and closing shops and leaped into an elevator just before the
doors closed.  She mentally cursed every stop between the lobby level
and her floor.

Finally, she was leaving the elevator.  Now she dared to run with no
eyes to watch her, tits bouncing wildly with their size and heft, almost
jiggling completely free of her halter.

No Tim.  And no note on her door.

Oh, shit.

She reached into her pocket, took out her key and turned it.  The moment
she stepped into the apartment, she heard the sounds of two voices.

"Come on, Tim -- don't be afraid." Her mother's voice.

Mom?

"But --"

"Don't be afraid, Tim.  Let me get a good look at you with your clothes
--"

Charlene stepped into her mother's bedroom -- and gaped.

Her mother: wearing only a dressing robe and the front of it wide open,
exhibiting all of her mother's more than adequate curves and charms.

Tim: standing naked before her mother, holding his briefs in his hand.
As if he'd just removed them.

"Oh, hello, Charlene," her mother said in a relaxed voice.  "Did you get
--"

Tim, who hadn't noticed Charlene's entrance, spun towards her, holding
his briefs over his groin in a ludicrous imitation of modesty. He paled,
then blushed furiously.  What made the attempt at concealment even more
ludicrous was that Tim was hung like a horse and his huge prick was at
full, rampant erection.  The stiff, fleshy pole jabbed out beneath the
draping cover of the briefs, accentuating, rather than diminishing, his
nudity.

And arousal.

"Don't worry, Charlene," she heard her mother saying.  "I won't hurt
him.  Did you know --"

"Charlene," Tim said quickly, "I -- uum, uh, er --"

"Oh, now don't you worry, Tim.  Charlene won't mind.  Charlene believes
in sharing -- don't you, Charlene?"

Charlene closed her gaping mouth, thought furiously.

So this was how her mother was getting even: by seducing Tim right under
her own nose.  Evidently, this whole thing had been planned and held in
abeyance for the right moment for some time.

Well, she's not going to get away with it -- I won't let her.

On the other hand, there wasn't much Charlene could do to stop it. The
only way out, she knew, was to deny her mother the satisfaction of
seeing her upset at it.

And that's just a matter of acting.

"Why, not a bit, Tim -- you go right ahead and enjoy yourself with my
mother.  She's one of the best fucks in New York City.  Ask any prick
you meet.  Right Mom?"

Her mother's answer was accompanied by a smile of sweet savagery matched
only by her tone: "Ahh, but my Charlene certainly does have an eye for
the finer things in life.  After all, she could well be considered an
expert on such matters -- isn't that right, dear?"

"I bow to your years, Mother -- deeply.  Please proceed."

Her mother seemed to hesitate, if only slightly, at Charlene's
invitation to get on with it -- something Charlene suspected and
certainly hoped her mother had never counted on happening.

None the less, her mother did proceed.

During the exchange, Tim's lovely big cock had lost some of its
hardness; seemed to have deflated quite perceptibly.

Her mother's first moves were calculated to restore that rigidity.

"See, Tim, a woman's body comes complete with many features lacking in
those of a girl.  Watch closely."

He was all eyes.

Her mother then proceeded to perform an elaborate and totally improvised
strip for the young man -- an accomplishment in itself, considering that
she was only wearing the unlashed robe to begin with.

Nevertheless, her mother went right on with it, moving about the
bedroom's confines with grace and ease, exhibiting all the youthful
suppleness in her firm body to its best advantage while simultaneously
displaying the ripe abundance of her curves in a way that would have put
many strippers and exotic dancers to shame.

By the time she finally got down to the bottom of actually removing the
robe, Tim's breath was coming fast and shallow and his cock was beating
hard and strong.

She finished with a deep, mock curtsey that left her on one knee before
the aroused -- and bewildered -- young man.

With her face just about on a level with his prick.

"And a woman," she husked, sliding her hands up Tim's long, strong,
muscle-hard legs, "understands exactly what to do with her body to
please a man -- especially a young, virile man."

Her hands reached the young man's hips, then flattened, fingers
splaying, as they began sliding around to his flat abdomen.

Charlene found herself getting turned on as she watched.  She couldn't
say exactly why.  Perhaps she was identifying with her mother. She was
certainly wishing that it was herself down there in licking range of
Tim's prick.  His dong was a good seven- or eight-incher and looked to
be quite thick as well.  Erected, it stood out from his body at an angle
just slightly above parallel with the floor and the complexion of it was
such a deep red that it bordered on the brownish -- giving it the
appearance of a sausage in her mind.

A fresh sausage, ready to eat.

Her mother was leaning forward, lips puckered and blowing lightly across
the thick, purplish knob at the end of his dick.  Her fingers were
toying with his thick pubic hair.  His cock jerked and throbbed
ominously, like a restless animal about to strike.

She began moving her fingers about the base of his shaft, then trailing
her well-manicured nails gently down the length of it.

Charlene tore her eyes from the point of contact to look at Tim's face.
He appeared ready to go into a seizure of some kind.

Her mother's fingers opened and then closed again -- this time gripping
Tim's dick about halfway down towards the thick base.  She leaned
forward, licked her lips to wet them -- and then placed a soft, easy
kiss on the very tip of his meat.

Tim groaned out loud, his fingers clenching into hard-knuckled fists.

And she hadn't even realty gone to work on him yet!  Charlene knew she
was in the presence of a master -- mistress? -- of the art of arousing
the male of the species.  She almost wished she had a note pad with her.
She had a hell of an opportunity to learn.

Her mother had opened her mouth.  Her tongue slowly stretched out, the
end curving upward.  She brought the underside of the tip into contact
with that purplish knob flesh and barely moved it in the smallest of
circles.  Tim groaned again.  Charlene couldn't blame him. Her mother
had carefully arranged herself so that everything she did would be
perfectly visible to the young man.  He was getting a voyeur's view of
his own seduction.

Watching, Charlene was surprised at something else: the reach and
agility of her mother's tongue.  She couldn't believe the length of her
mother's mouth muscle as it stretched far out from between the
glistening lips, or its mobility as it began moving around and around
Tim's thick, swollen knob.

Wow!  Wish I had one like that! she thought wistfully.  She made a
mental note to ask her mother about it ... in the unlikely event that
they were on anything like speaking terms when the whole encounter was
done with.

Her mother was moving her entire upper body slowly forward -- as if she
were reeling in her tongue.  But always, she was carefully keeping
herself bent low so that it was necessary for her to tilt her head back
somewhat on her graceful neck, thereby ensuring that Tim was afforded a
continuing view of the proceedings.

In case he lost track of what was going on.

And then her mother's mouth was fastening to the end of the young man's
cock.  Her lips spread slowly against the velvety surface of his glans,
opening always wider -- until she'd fastened her mouth about his knob.

With a sudden bob forward, she had all of that throbbing meat inside.

Tim's reaction was a bit passive for Charlene's taste -- his reaction
above the waist, that is.  He merely let his jaw sag open, his eyes
squeeze shut and his neck tighten with tension.

Her mother began moving her head slowly backwards and forwards, varying
the speed and scope of her movements.  Time and again she swallowed his
prick into her mouth -- only to pull away till barely half his glans was
still locked in her oral grip.  Her hands moved continuously, caressing
the animal-perfect bulges of his sides, his stomach, his abdomen, his
ass and his thighs.

Soon, Tim's hips were jerking back and forth in time to her mother's
movements.  Charlene could see the heavy round spheres of his balls
moving within their fleshy sac as his scrotum drew up even tighter
between his legs.  Tim was well on his way to his explosion.

But her mother was not done with him -- not yet.

Now her mother was sliding her hands around the backs of his thighs,
fingering his testicles easily.  Occasionally she actually cupped and
lifted them and when she did that, Tim's pelvis shot forward with
additional force.

But then she stopped -- everything.  Tim looked to be on the verge of
collapse.  Before he could open his eyes or martial his resources to say
anything, though, her mother had separated his legs, inched farther
forward till she was actually between them, leaned way back, supporting
herself on her arms -- and taken one of his balls into her gaping mouth.

Oh, wow!

This time, Tim didn't even groan -- he gurgled.  Pitifully.  His left
testicle was being sucked and laved simultaneously, superheating the
male sap.  Though her mother's hands weren't anywhere near his cock, it
was swelling still more, turning a deep purple in color -- and gave
every indication that it was about to explode.

Her mother shifted to the other testicle, repeating the procedure. Tim
gripped his cock with his own hand, his fingers clenching about his meat
and his fist beginning to move up and down the length of it.

And then she took both of his balls inside.

Tim's fist moved faster and faster.  His hips jerked rapidly, restrained
only by the suction of her mother's mouth on his balls.  The muscles of
his legs rippled and clenched -- and then he began coming.

The first gob of creamy sperm shot halfway across the room and spattered
against the frame of the waterbed.  The second shot beyond that,
staining the bedspread.  The third hit the halfway point and the rest
came out in a single long, ropy geyser that left a trail of semen right
up to her mother's head -- where it matted her hair.

His knees buckled and he began to sink to the floor.  Charlene's mother
lowered herself with him, still refusing to relinquish her grip. Only at
the last minute, just before she would have been pinned to the floor by
Tim's straddling, weakening legs with his newly emptied balls crushed
into her mouth, her mother slithered out of the way.

The boy knelt, slumped, over, gasping for breath, with his hands on his
thighs.  Charlene's vision telescoped in to focus on his limp cock
before she glanced over to find her mother looking smug and superior as
she sat on the edge of the waterbed frame.

Charlene knew she had her work cut out for her.

			      Chapter 7

It was a hell of a touch act to follow -- but Charlene was determined.

And horny.  Watching her mother perform with Tim had turned her on even
more.  Charlene's ever-seething imagination was in overdrive.

But where do I start?  Hell, he shot enough jism to drown a moose.

Her eyes fixed on the sight of Tim's sperm-slimed dong and in her mind,
the associative memory links snapped into place ... until she was no
longer looking at Tim's fist-fucked prick but Derek's, as it had looked
after she'd sucked him off.

She remembered ...

Moving with a feline ease that accentuated every curve and lovely nuance
in her nubile young body, Charlene stepped out of her shoes and flowed
sinuously towards the slumped young stud.

Charlene stopped in front of him.  Her palms caressed her own sleek
flanks, sliding upwards to emphasize the slimness of her still-girlish
hips and the tininess of her trim waist.  Still higher, and her hands
were curving outward to emphasize the thrust of her abundant tits.

Tim's head came up, eyes following her hands the way a moth follows a
flame.

Using just the tips of her fingers, Charlene began massaging her breasts
through the tight double-knit halter.  Her nipples, already prominent,
throbbed and stiffened till they threatened to pop right through the
material.  Slowly, drawing out the moment, Charlene hooked her thumbs
over the upper hem of the halter and rolled it down.  The fabric was
tighter about her, pressing mercilessly into the soft flesh of her ripe
young jugs, but that only highlighted their cushiony, creamy fullness.

Tim's eyes were once more fully opened -- but his limp prick still gave
no signs of imminent revival.

Charlene moved forward till her crotch was only inches from Tim's
upturned face and her feet were very nearly straddling his folded legs.

And then she began to move.

At first Charlene did nothing more than let her hips rock slowly, almost
demurely from side to side.  But the movement picked up, gained
complexity.  Each rock ended with a little forward jerk, then the center
point of the pendulum movement was marked with a hint of a roll.  Within
seconds, Charlene's hips were rocking, jerking, swaying, rolling,
bumping -- and best of all, grinding downward as though she were riding
a hard young cock.

Precisely what she wanted to be doing.

Each little bump sent the tightly encased mound of her pubis snapping
forward towards Tim's slowly sagging jaws.  She could see his nostrils
flaring, knew that his brain was excited even if his cock had yet to
show any sighs of it.  She let her hands go to her hips and drew her
shorts up higher on her torso.  The crotch seam was spreading her moist,
sensitive pussy lips, highlighting that delicious division -- and the
crotch of the shorts was rapidly darkening with her effusive cunt
lubrications.

Slowly then, as if she were doing a limbo, Charlene began arching
backwards, spreading her knees and lowering herself in front of Tim.
Lower and lower, hearing the rhythm of the beat of her own blood,
feeling the pulse of her own excitement, Charlene was putting herself
into a position of complete and wantonly abandoned offering before the
young man.

Eat me, she thought.  Just lean your beautiful head forward and gobble
-- right through my shorts!

Lower, still lower -- and then she had to put her arms behind to catch
herself.  Now Charlene was arched up away from the floor in a human
bridge position.  She walked her feet farther and farther apart. The
shorts got tighter and tighter.  At any moment they were going to split
from the strain on the fabric.

Or so she hoped.

Just when she was bout to give up and try a different strategy, Charlene
felt stitches giving way -- and then heard clearly audible rrrrrrrip! of
the material between her legs.  Suddenly she felt the coolness of the
room air on her moist pussy.  It made her even wilder and she was
abruptly conscious of her mother's eyes on her.

How do you like it, Mom?  Bet you never thought I could do it this well,
did you.

And then she realized that the pungent aroma filling her nostrils was
nothing less than the scent of her own quiet sauce!

He's gotta get a good whiff of that!

To be sure, Tim's nose was twitching in time to the invisible lover-
humping of her pubis towards the ceiling.  He was indeed getting a good
whiff of it.

Charlene walked her hands in behind her, slowly doubling forward till
she was crouching like a baseball catcher before him.  Now she bobbed
her hips up and down, barely touching her newly exposed cunt on his bare
thigh at the bottom of each stroke.

Up and down, now moving as if she were straddling a rigid dick, Charlene
let her face show what her imagination was feeding her: that she was
atop a man, she was bouncing her pussy up and down over his long, hard,
thick pole, she was feeling the top of his cock rubbing against her
pussy lips and clitoris with every little ripple of her lithe young hips
above him.  Her eyes closed, her facial muscles slackened, her lush lips
parted and her tongue licked out from time to time, a flash of nimble
pink trailing over the rich, soft red.

And she began varying her stroke.  As her swollen little labia came into
contact with Tim's muscular thigh, Charlene rubbed it forward and back,
quickly and briefly -- but more than long enough to let him feel the
abundant moisture of her quiet on his leg.

The up and down part of her hip movements grew less pronounced; the back
and forth part where she was in contact with his thigh grew more
pronounced.  And the moisture on his thigh also grew more pronounced.

Still, no sign of life in his prick.

There was only one thing left to do: precisely what had begun to do it
for Derek that afternoon when her mother had walked in on them.  And at
that moment, Charlene was more than willing to do it.

Without warning, Charlene leaned forward till she was kneeling in front
of Tim.  At the same time she reached out with one hand and gently
pushed him back.  The young stud was still too weak from the bout with
her mother to do anything except meekly comply.  Within moments, he lay
supine with the long, limber meat of his cock lying limply along his
thigh.

Then Charlene went into her act.  She bent over him, her face near his
knees, and began licking.  She worked her way up his thigh to the crease
of his groin.  She thought she caught a preliminary twitch in his prick,
but wasn't sure.  What she was sure of, however, was that Tim had
propped himself up on his elbows and was watching her with rather active
interest.

You want a show? she thought.  You got a show.

She licked her way back down the outside of his other leg to his knee;
then moved inward to the inner flesh of his hairy thigh. Spreading his
legs with her hands, she starting laving that sensitive flesh, moving
always higher towards the hairy, hanging sac of his scrotum between his
powerful legs.

She was quite certain his cock had moved, then.

Charlene let her tongue roam freely, licking clean all of the area
around the tops of his thighs, the crease of his groin and outlining the
fringes of his hirsute pubic bush.  She closed in on his balls, slowing
the movements of her tongue but making each one last that much longer.

Tim sucked in a shuddering breath as he felt her tongue-tip trace the
crease of his scrotum with the sensitive flesh between his legs. His
balls jerked slightly and his dick gave a little lift on his thigh.

Charlene was encouraged -- to say the least.  She continued licking his
balls, cleaning them of all the evidence of his earlier ejaculation. And
all the time, she could feel them pulsing and moving within the slowly
tightening flesh of his scrotum.  Yes, she was definitely getting to him
-- but it still wasn't fast enough to suit either her scorching lusts or
her pride.

She opened her mouth and momentarily imitated what her mother had done,
sucking first one and then the other of the oversized balls inside.  But
she held each there only long enough to demonstrate to Tim that it was a
trick she could perform at least as well as her mother.

Then she went on to the next stage of her revitalization program,
lifting her head above his flat, heaving abdomen and moving her talented
tongue into the tangled mass of his pubic hair.  Charlene slung her long
titian hair back behind her ear so he'd continue to have an unobstructed
view of the Proceedings.

Now her tongue was moving about the base of his prick, tracing the
juncture of the thick shaft with his abdomen.  She found that by closing
her eyes and concentrating very diligently on the sensations she
received from her sensitive oral muscle she could actually feel all the
little throbs of hot blood pumping into his prick through the thick,
ropy veins winding about the staff.  And, oh, how that realization
turned her on!

She worked her tongue down the length of his dick, relishing the way
hardness and life seemed to flow into it along with her touch.  His cock
was jerking and stiffening with a vengeance, lifting its swelling,
darkening knob from his thigh in offering to her slightly parted lips.
But Charlene wasn't yet ready for that.  Not quite, anyhow.

Back down the other side of the shaft, fastidiously licking and cleaning
his cock, never missing a square millimeter of that wonderfully
expanding flesh.  Charlene didn't hesitate for a moment.  At the base
she reached up with one hand and took the tip of his dick daintily
between her thumb and forefinger, lifting it back towards the vertical,
and then proceeded to lick and lave her way back towards the glans along
the underside of his sturdy slit sticker.

Tim's hips were rocking back and forth regularly, his balls jerking
within the tightening sac of his scrotum.  Charlene felt an immense rush
of power over the strongly muscled young man.  The merest movement of
her tongue here made all of his lower body spasm there -- and to the
accompaniment Tim's deep moans and soft, sighing groans of arousal.  It
was all working together to stoke still higher the flames burning within
Charlene's lightly haired little firebox.

When she reached the end of his prick again, she slowly opened her lips
above the thick meat and sucked it inside her mouth.  Her lips fastened
about his shaft in the depressed ring just behind the helmet edge flange
under his glans and then she concaved her cheeks with the force of her
greedy suction.

Tim's ass came cleanly up off the floor as she sucked, his hips
shuddering and his thighs quivering.  He moaned like a child in the
dentist's chair -- though it was he who was drilling her oral cavity.
Charlene began bobbing her head up and down over his cock, reaching
between his legs with one hand to lift and cup the heavy, hairy weights
of his oversized balls.  She squeezed them with the utmost care, just
enough to send another shudder of growing, tortured arousal through him
--

-- and then stopped.

"Don't -- don't stop -- please!" Tim gasped childishly, his tone so
servile and pleading that it almost -- but not quite -- turned Charlene
off.

She grinned at him smugly -- and then turned to smile gloatingly at her
mother.  Her mother merely made a little pro forma diplomat's head- bow
towards her and continued watching.

But Charlene noticed how stiff her mother's nipples were and the way the
older woman shifted on the waterbed's edge -- as if she had a terrible
itch inside her pussy and wanted to scratch it surreptitiously.

Charlene quickly got up on her haunches, then crouched over him with one
foot planted firmly on the floor to each side of the young stud's
quivering thighs.  Her pussy gaped open above him, his cock pointing up
at it as if his prick were going blast off in a trans-cunt injection
orbit.

Charlene reached down with now expert fingers and gripped his cock about
halfway down, keeping its aim true.  Slowly, then, she began to lower
herself onto his turgid meat.

At first her labia resisted the invasion by so much hard male rigidity.
But then she had the other hand between her legs, her fingers spreading
the delicate petals of her vaginal flower.  She dropped a shade lower --
and then the swollen joint was wedging between her pussy lips.

"Oh, cripes, yes -- I love you, Charlene!" Tim blurted out.

Charlene would have been annoyed at such infantilism on his part if
she'd heard what he said.  But she didn't.  Because she was making a bit
of noise herself.

"Uhh -- ahh -- yessssss -- OH! -- Ohhhhhh ..."

Deeper and deeper, she absorbed Tim's stiff member into the warm, wet
receptiveness of her long-suffering quim.  This was what she'd been
craving all the live-long day -- and now that she was finally getting
what she wanted, she knew it had been well worth waiting for.

She felt every loving inch of his dick sliding into her cunt -- as many
inches as Derek, it seemed, and more!  And his cock was hard, hard as
iron, hard as carved ivory, hard as steel, hard and warm and soft at the
same time.  She dropped her loins still lower on him, impaling herself
on the fleshy cock spear.  His dong's pulpy head had probed far up into
Charlene's contracting belly when she finally settled the silken
smoothness of her tightly molded ass cheeks onto Tim's uppermost thighs.

For a moment the two of them simply remained like that, locked together
with his rigid bar of flesh locked deep inside her palpitating cunt.

And then Charlene began to move.

She raised herself slowly up above him, higher and higher until only the
very tip of his stiff meat was still trapped in her exquisite cunt
stricture.  She hesitated there, hovering, seemingly balanced atop his
hard cock -- and then Charlene plummeted furiously down the slippery
pole, whooping with pleasure.

Tim grunted, shivered beneath her as Charlene ground her fiery- haired
pussy about the base of his prick, bearing down all of the marvelously
talented muscles at the entrance of her cunt.  She corkscrewed her ass a
quarter-revolution in each direction, moving back and forth about the
axle rod of the young stud's pulsating dick.

She raised herself back up, jerking her hips back so the broad, hard
back of his dick would rub against the stiffly erected nubbin of her
clitoris, treating herself to even more intense pleasures.

Up, and then down again, each stroke becoming more urgent as she felt
the orgasm rising between her nubile hips, Charlene was flashing her
softly haired cunt on the ramrod of Tim's cock like some pumping machine
gone mad.

At the top of one stroke, she suddenly stopped.  Tim gasped and jerked
beneath her.

But then Charlene began to shift, moving her long legs with graceful
ease, never losing her cunt grip on Tim's dick, she began to spin
herself about until --

-- she was facing his feet!

Now she put her hands on his thighs, just above his knees, maintaining
her balance as she ratcheted her hips up and down.  This time his prick
was running into her at a different angle.  Now the thick upper back of
his rigid prick was rubbing against the rearmost section of her pussy,
spreading the lips at the back of her cunt rather than the front.
Still, the sudden tightening of her labia drew her lower lips across her
throbbing, protruding clitoris -- and the pleasure was as intense, if
more diffuse.

As for Tim, he was treated to the sight of Charlene's lovely little ass
rising and falling above him.  He could quite clearly see his own thick
prick disappearing into the sheath of her hot young cunt with each
downstroke, only to be revealed again as she rose.  His eyes fastened on
the sight of her buttocks clenching and rippling, the flawlessly smooth
skin moving eloquently in her eager workings above the sturdy spike of
his dick.

Her legs were gradually spreading as she pumped his dick so that she was
pounding her ass with increasing strength onto his abdomen at every
stroke.

But slowly, Charlene raised her head and focused her eyes on her mother.
She saw the woman staring, gape-mouthed, with one hand between her legs
and rubbing the heavily furred lips of her own cunt.  Even as she
watched, Charlene saw her mother thrust one, then two, and then three
fingers into her cunt and begin pumping them in and out.

But then her attention was returned fully to Tim because deep inside her
cunt, his cock had begun to jerk and spasm, swelling larger within the
confines of her lightly furred quim.  It seemed as if the head of his
prick were going to penetrate all the way up through her womb and belly.
Charlene could feel every throb of his hot blood through the stiff
length of his cock as clearly as if it belonged to her, and not him.

The pleasures grew inside her, the tension intensifying -- and then
Charlene's hips went wild.

She powered up and down over his prick, faster and harder than before,
racing to reach her own explosion before the hard dong inside her
blasted its load of come.

She slammed her pussy and ass down onto Tim with frantic force. All
along the length of his raging dick the inner muscles of her cunt began
a spasming, fluttering dance aimed at milking his cock and balls of
their load of steaming hot cream.

Tim gasped -- and then arched, jabbing his dong still deeper into her.
His balls flexed within their hairy sac and then his penis rocked inside
her cunt.  And then her twat was being filled with ample proof of the
good-looking young stud's revivified virility.

Charlene felt the gush of warm juice inside her, splattering hard into
her cunt and against the firewall entrance to her womb.  Her hands
tightened on his thighs till her knuckles whitened with the pressure.
Her ass tightened powerfully, the pert, molded cheeks squeezing
together.  And her cunt tightened -- tightened like a cock-deep vise.

Every muscle in her body tensed.  She came slowly up till she was
vertical above him.  Charlene was sucking in a single, prolonged breath,
her chest heaving outward, her tits capped with blood-engorged red
nipples, actually seeming to expand until she seemed ready to burst.

And then all of that indrawn breath came out with an explosive grunt.
Her hips shuddered and spasmed above him while within his dick was
drenching her cunt with the last dregs of the load sustained in his
oversized young testicles.

As the orgasm blasted through her, Charlene was hyperaware of the
moisture pouring down the insides of her tightly strung thighs -- a
combination of her own abundant pussy juices and Tim's overflowing come.

The strength suddenly seemed to leave her.  Even as she felt Tim's
formerly formidable dick beginning to shrivel and grow limp inside her
twat, she was collapsing gently forward.  As her attitude shifted above
him, his cock began to slip out of her slit, pleasuring the insides of
her swollen pussy lips even as it was withdrawn.

Tim merely lay beneath her, prone, gasping, completely drained of
strength and semen.

And her mother ...

Charlene watched, disbelieving, through heavy-lidded eyes that seemed
adverse to focusing, as her mother pumped and plunged three fingers in
and out of her cunt with a speed and strength that approached the
maniacal.  How, she wondered, could her mother do that without hurting
herself?  But judging by the ecstatic look on her mother's slack-
featured face, the sensation was anything but painful for her. Even as
Charlene watched, her mother's legs began to buckle, her knees shook and
her hips jerked as her mother experienced an orgasmic reflection of
Charlene's own pleasures.

The young titian-haired beauty finally slumped fully forward, sprawled
atop the spent young man with her head between her fucker's widespread
ankles.  She gasped for air even as she felt her pussy drool hot come
juice.  She was only vaguely aware, sometime later, of a door slamming
off in the distance -- even though the logical part of her mind that
still functioned told her it was her mother leaving the bedroom and the
slamming door was no more than ten feet from her.

Only later, after she'd risen and roused Tim, shuffling him out of the
apartment, did Charlene realize the implications of the interplay
between her mother and herself and the well-hung young neighbor.

			      Chapter 8

The funny thing about it was that her mother didn't actually seem to be
avoiding her.  In fact, when Charlene thought about it carefully, she
realized that during the course of the twenty-four hours since they'd
shared Tim's cock events had simply conspired to keep mother and
daughter from conference -- or confrontation -- on the matter.

And the more Charlene thought about it, the more she suspected that
cooperation rather than confrontation would result from such a
conference.

Still, the fact of the matter was that her mother and she still hadn't
exchanged so much as a single word on the matter.  Both her intuition
and her mind told her that her mother was far from angry over the
incident.  Rather, Charlene got the distinct feeling that, like herself,
her mother was relatively pleased over the way things had begun to turn
out.  Charlene was coming to realize that she had a streak of voyeurism
within her -- and that it was evidently inherited from her mother.

But there was a fly in the ointment.  Her mother certainly could have
stayed home after work that evening, affording the two of them an
opportunity to sit and discuss the entire affair.

Instead, her mother had chosen to go out on a date.  And Charlene had
more than a suspicion that her escort was none other than Derek.

After that incident last week, too! she fumed.

It made no sense to her -- unless her mother was really stuck on Derek.
But then she should have been all the angrier.  In which case she would
have forgiven him only if she was really hung up on him.

Mom -- in love again?

Derek was a terrific fuck -- and Charlene would more than willingly
attest to that fact -- but for someone with whom to settle down in a
long-term relationship?

"No way," she said out loud to the empty living room around her. Shaking
her head, Charlene flipped on the remote-control of the big color TV
console and peeled back the foil from her TV dinner and dug in.

Hours later, the sky outside her bedroom window was dark.  Charlene
stared out, wondering if a preliminary thunderclap had awakened her.

But then she heard a loud shriek -- followed by raucous laughter.

They're back!

And they were making a hell of a din -- loud enough to be audible
throughout the apartment, through the closed door of her own bedroom and
through her sleep.

They must be drunk, she told herself, turning over and seeking sleep
again.  But the noise from the lower level of the sprawling duplex
apartment continued unabated.

After about a half-hour, Charlene decided to investigate.  She slipped
out of the bed and stood naked in the darkened bedroom, listening to the
music from downstairs.  Then she pulled on her lightweight dressing gown
-- the one that was nearly transparent -- slipped her feet into her
slippers and left the bedroom.

Her luscious, overdeveloped young tits bobbled firmly as she walked down
the stairs.  Every step closer to the source of the noise -- it seemed
to be coming from the living room -- made the individual sounds more
audible.

And those individual sounds inflamed her imagination.

"Go on, Liz -- shake that thing!" Derek's voice called.

What the hell is going on?

Another few steps closer -- and Charlene could hear her mother humming.

The evening's selection seemed to be The Stripper.  It hadn't been
chosen without reason, either.

Oh, for crying out loud!

"Whoooo -- EEE!  Do it to it, Liz baby!" Derek whooped.

Charlene peered cautiously around the door jamb.

Liz was in the center of the living room floor, clad only in sheer hose,
panties and bra.  Various and sundry other items of her clothing were
scattered around the living room, much of it on the floor at Derek's
feet.  He sat on the sofa.  On the end table beside him were two old-
fashioned glasses about half-full -- or half-empty -- with a dark, smoky
liquid.  Charlene remembered that both Derek and her mother favored
Scotch.

"Da-da-dahhhh!  Da-dadee-dahhh!  Da-da-dahhh -- da-da-da-da-aaa --"

Her mother was shimmying, shaking, bumping and grinding through an
invisible circle in the center of the living room, delivering a little
extra flip of the hips in Derek's direction at appropriate times within
the dance.

Charlene watched her mother reaching her arms behind her back,
stretching her fingers far up to reach the clasps of her bra strap.

"Yeah!  Yeah!  Take it off, baby!" Derek yipped.  He took another long
pull on one of the glasses.

Liz brought her arms back in front of her, the bra loosened but still
holding to her breasts.  Liz had given Charlene her creamy complexion.
Her breasts, so large and full, so ripe and mature -- yet still without
a trace of a sag to them -- were snowy hillocks within the black lace
cups of the brassiere.

Now she was hunching her shoulders, causing her tits to press towards
one another within the cups of her bra -- and the bra itself was
beginning to slide forward off her shoulders and down her arms.  She put
her hands on her own thighs, just above her knees, and bent towards
Derek.  She was bent almost halfway to the floor and then she began
shaking her upper body rapidly, back and forth, from side to side.

Within her ever-loosening brassiere, her tits were bobbling and
rippling.  Her nipples were stiffly swollen with excitement -- and,
Charlene suspected, liquor -- and stood out like scarlet spikes within
the black lace of the bra cups.  Bit by bit, the bra was sliding off
her.  The unhooked straps flapped loosely behind her, smacking against
her ribs beneath her shoulders.

"Da-da-da-da-da-da-da-daaaaaAHH!  Da-da-dada --"

On the last, long Daaaaaaa!, Liz suddenly straightened, arms going wide.
She shivered her shoulders, her tits bouncing with as much energy as any
tassel twirler's -- and then the bra cups had slid completely away from
them, revealing her jugs in all of their quivering, shimmering glorious
delight to Derek's smoldering eyes.

Her arms came down, her hands came together.  The bra slid down her
arms, riding on the shoulder strap.  She raised it high over her head in
one hand and swung it like some kind of sexy pennant.

"Da-da-da-da-dedede-da-da-da-DAAAAA!  Da-dadaaaah-de-"

She was bumping and grinding her mature hips with abandon, now, her
furry pubic mound jutting forward beneath the tight panties on every
downbeat, jerking it sharply towards Derek with such quick staccato
strength that her tits went flopping wildly on her chest.

And as Charlene watched, she realized that her mother really wasn't half
bad when it came to exotic dancing -- not bad at all.

"What a stripper -- uh! -- I would have made, eh?"

"You sure would have, LIZ!  Hooooo-boy!"

"I'd have 'em beatin' the meat in the front rows!"

"Yeah, shake it -- SHAKE IT!" He clapped his hands raucously.

"Da-da-da-da-da-deDAH!" Now she was bending at the waist, arms stretched
straight in front of her and shoulders shaking.  Her tits hung low when
she did that -- hung low and quivered, vibrated, the hard points of her
nipples describing miniature circles in the air.  And at the same time,
she was working closer and closer to Derek -- until finally she was
shaking her tits before Derek at face level.

It was a temptation he was unable to resist.  He reached out with both
hands, palms upturned, and cupped the hanging masses of her creamy, warm
flesh in his fingers, hefting and supporting the luxuriant masses of
sensitive tit flesh.

Liz looked up at him without straightening, leaned forward and reached
out to touch the tip of her tongue to his lips.  "Later, lover, later,"
she husked to him.

Even from where she stood, Charlene could see Derek's dick bulge give an
extra jerk at the brazen promise in her tone.

Derek bent his own head forward, lifting her tits to his lips and gently
kissing each in turn.  Then he gave them a last, loving squeeze and
released her breasts.

Liz smiled vampishly and backed slowly off, still shaking her tits as
she straightened.

Derek began rubbing the extended swelling of his prick, trapped within
the material of his right trouser leg.

Now Liz no longer bothered accompanying her dance with any pretense at
music -- not even humming.  Now she concentrated on the movements of her
body, intending to arouse -- that, and nothing else.

Slowly, her gyrations became less hectic, less frenetic.  Now she drew
out every undulation of her hips, every tasty shiver of her bare
shoulders, every delicious shake of her naked tits.

Liz pulled her legs close together, then crossed her arms across her
heaving breasts and put her hands on her shoulders crosswise. Demurely,
she lowered her head, eyes closed.  The Reluctant Virgin.

But her eyes opened, and her hands began sliding down over her lovely
body.  Down over her own upper arms, her forearms, and then her hands
were slipping down over her bikini-panty-clad hips, across the brief,
bare expanse of pale, cool upper thigh flesh to the sheer tops of her
black stockings.  Her palms flat against the nylon-clad flanks, her
fingers splayed, she drew her hands slowly, caressingly upward.

Her hands came up to her hips.  There her fingers accentuated the curve
of her pelvic bones, the soft promise of her womanly hips.  Then higher,
resuming their journey, her hands found and traced the neat indentation
of her trim waist.

His fingers were moving more rapidly across the throbbing lump in his
pants now.  Derek was plainly getting turned on.

Even Charlene herself, as yet undiscovered, observing the entire
demonstration, found herself responding to what she was seeing.

Now Liz's hands were coming up over her ribs, slowly sliding to the
front of her torso so they could cup beneath the ripe, swelling curves
of her firm tits.  Her breasts were flawless in their form, the tone of
the mounded flesh perfect.  Her fingers emphasized that perfection, just
the tips grazing over the smooth, silken skin.  She pressed her fingers
together then, cupping her breasts.

Now she smiled softly down at her own tits, discovering, examining and
approving them -- as if all for the first time.  Her fingers began to
undulate, gently fondling the sensitive flesh.  Her nipples, already
stiffened, seemed to swell even more with hot blood.  They looked to
Charlene as if they were going to pop right off her big breasts with the
pent-up pressure within them at any moment.

Her thumbs slowly separated from the other fingers, then her hands moved
upwards.  She caught the turgid points in her finger grip and ever so
lightly tugged at her nipples.  Then she began rolling them, tweaking
them, squeezing them, pulling them so that the nozzles of her nipples
themselves were drawn out and the aureole flesh about their bases
puckered outward.

Liz slowly looked up, her expression one of steadily growing lust --
and, somehow, of amazement, as if she'd never suspected she could become
so utterly and wantonly turned on.

Now the movements of her hands were becoming more ambitious.  Her
fingers released the aching points of her nipples and she began rubbing
her breasts, massaging them with ever more powerful circular motions.
Her breasts flowed and rippled with the touch, again emphasizing their
size and firm texture.

And all the while she was looking straight at Derek -- whose hand was
furiously massaging his cock's rigid length through his trouser leg.
He'd slumped forward on the couch till he was barely resting on the
edge, his legs sprawled wide open and the big bulge of his scrotum
clearly visible through the taut material.  He found her staring at him
-- and she reacted by parting her lush lips slightly and running the tip
of her tongue over them in the most suggestive way she could.

Liz continued rubbing her tits with one hand -- but the other slid
south, heading down over her slightly mounded belly, her flat abdomen
and slipping beneath the waistband of her black panties.  That caused
the waistband to slide down and reveal just the uppermost fringes of her
soft, downy, curly pubic mat.

Within the crotch of the panties, the movements of her fingers were
clearly outlined by the tight material.  She was rubbing her pussy lips,
inside and out, rubbing her labia and slowly zeroing in on the taut
nodule of her clitoris.  It was easy to tell when she reached the tip of
her clit: her reaction gave her away.  Her thighs shook, her knees
seemed to weaken, her breasts and belly heaved and her eyes squeezed
ecstatically shut.

Then she really turned it on.

Slowly, Liz turned her back on the couch.  Charlene, from her angle,
could see what Liz was doing but she could easily imagine the effect the
sudden, concealing shift in attitude was having on Derek. All he'd be
able to see was the firm roundness of her mother's creamy ass cheeks
quivering and shaking beneath the abbreviated lace of the panties, the
quaking of her mother's shapely thighs and legs, the play of muscle
tensions through her hunched shoulders and back -- and occasionally, the
bulging of the crotch of the panties between her mother's legs as Liz's
fingers probed ever lower to the entrance of her wet channel.

Simultaneously, her mother withdrew the hand from her panties and
lowered her other hand from its tit massage.  She slipped just the
outstretched fingertips beneath the waistband on the outer swelling of
her hips.  Then, slowly swaying her luscious hips from side to side, she
pushed her flimsy panties lower.  They moved down off her hips, down
over her thighs, down, down, down, revealing the full glory of her rich
ass cheeks and the tangle of dark curls shadowing the juncture of her
thighs.

Her arms were straight, her shoulders slumped, her panties and rolled
band of black about her legs -- and then Liz began bending forward, away
from Derek, at the waist.  The panties pushed still lower. Her legs,
pressed tightly together, drew taut as she bent.  Her ass thrust towards
his widening eyes.  And the pink lips of her hair- surrounded cunt swung
slowly into view.

Her panties were around her ankles and her bare feet, her stockinged
legs a dusky shadowed expanse of sleek flesh -- and from between the
pale skin at the tops of her thighs, there was the wetly glistening
pinkness of her swollen cunt lips.

Charlene looked back to Derek to see his reaction to the lascivious
display -- and found that he'd unzipped his pants and worked the rigid
length of his fully erected cock out of his fly.  If anything, it seemed
larger than ever to her and as she watched it, she was quite sure she
could see it literally pulsing and palpitating.  His dick was swelling
and jerking like an animal with the scent of food in its nose -- and the
food was peering back at it from between her mother's thighs!

Derek had one fist wrapped securely about his blood-engorged shaft and
his hand was moving up and down over it.

Again, Charlene turned her eyes towards her mother -- and found that she
was putting the final touch on it.  As she watched, Liz was slowly
working her legs apart.  Somehow she'd gotten the panties completely off
her and they lay on the floor precisely beneath her slick twat like a
shadow of her pubic hair.

Her ankles spread farther and farther apart.  Charlene even imagined she
could actually hear the wet sucking sound as her mother's cunt lips
separated and finally gaped open in brazen invitation.  Her hands were
still on her ankles and Liz's upper body was bent very low. Her tits
swung heavily down towards her chin, almost touching her own shoulders
and her dark hair hung down to touch the carpet.

Liz brought her hands up along the insides of her dark stockinged legs
till her fingers were at the very tops of her thighs.  Her thumbs moved
almost idly back and forth, rubbing the sensitive, nerve-covered outer
edges of her pussy lips.

"Come here, lover," she whispered.

Like a man in a trance, Derek slid off the couch and onto his knees.  He
shuffled forward, eyes fixed on the pink gash of Liz's cunt. He bent a
bit lower as he came closer -- and then he was pressing his lips to the
backs of her rounded thighs.  Adoringly, he kissed his way higher,
approaching the meal he so hungrily craved.  And all the time, he
maintained his tight-fisted grip on his cock, moving his hand faster and
faster on it.

He pulled his head back from her, stared into the depths of her twat --
and then plunged his face forward, burying his mouth and nose against
her damp grotto.

Liz moaned, deep down in her throat.  Her hands went flat onto the floor
in front of her for support.  She groaned again and then began grinding
her pussy back into Derek's avidly licking and sucking mouth. Her leg
muscles tensed and relaxed repeatedly, her ass cheeks clenched, and
unclenched and her hips shivered.  Even from where she stood at the edge
of the living room doorway, Charlene could hear Derek's slurping and
sucking.

"Fill me up, now, lover," Liz hissed from her position upside down
through her legs.

Derek plunged his tongue far up her pussy one more time, then raised his
head enough to lavish a long, sloppy stroke over the newly exposed
pucker of her anus between her spread ass cheeks -- and then climbed to
his feet behind her.  His prick brushed against the inside of her
thighs.

"Yes!  Hurry up!  Hurry and get that cock inside me, dammit!"

But Derek had been tantalized and had decided to return the favor. Now
it was his turn.  Gripping his prick shaft now between the thumb and
forefinger of one hand, he pressed the head of his dong against Liz's
swollen labia, then began rubbing it.  Swiveling his hips as he had that
first night when Charlene had covertly observed the two of them fucking
each other's brains out, he was giving her pussy lips the most exquisite
of all massages -- with the velvety flesh at the tip of his prick.

"Ple-ee-ee-ease!" Liz grunted.  "Please hurry!" There was a note of
pleading in her sensuously lowered voice.

Derek lowered his aim slightly and began moving his hips back and forth.
His cock was so stiff that it pressed upwards against her vulva and
clitoris.  The stiffened prong's broad upper back rubbed along the
sensitive, nerve-covered female flesh, and Liz's hips bucked and
shuddered with the pleasures of the sensations.

He was stroking her twat, stroking it as if he were fucking her -- but
not quite.

"Put it in me!" Liz whimpered, utterly submissive in her lusting to him.
It was precisely that which Derek had been awaiting.

Charlene crept forward a half step to get a better view of the action,
one hand unconsciously massaging her own pert pussy through the
negligently parted front of her dressing robe.  She was getting as
turned on as either of them by watching.  At that point, she no longer
cared whether or not they spotted her.

"All right, baby -- here it comes!" Derek muttered, sounding just
slightly more than half loaded.

Now he guided the head of his prick back to the furry split between
Liz's legs, placing it firmly against the separation of her cunt lips.
He worked it forward, moving his hips from side to side, the tip of his
rigid meat slowly, gradually working the swollen pussy open.  He was
forcing her lust-constricted cunt to accept the bulbous knob of his dick
-- and the progress of his prong into Liz's pussy was plainly presented
by her palpitating responses.

"Oh -- yes! -- unh! -- d -- do it to me, you fucker! -- unh!"

Steadily, bit by bit, his cock worked its way up into her twat, the
thick shaft forcing the walls apart as it slid farther and farther into
her body.  The broad nut at the end of his meat drove deeper into her
cunt than ever before, courtesy of her attitude before him.

Derek put both of his powerful hands on her quaking hips, fingers
tightened on her flesh.  He lunged, driving his hips forward and burying
the rest of his cock completely inside her cunt sheath with a single
twat-reaming stroke.

"Ohhhhhhhhh ..." Liz groaned.  Her legs shook.  Her knees threatened to
buckle.  Her cunt lips were drawn tight about the broad base of Derek's
dick and his balls swung forward to brush firmly against the thrusting
nodule of her swollen clitoris.  Her ripe, smooth ass cheeks were
pressed flat against Derek's taut abdomen.

For long moments, he just held her tightly to him like that, moving his
hips back and forth by mere fractions of an inch.  Her cunt was like an
oven, baking his meat deep inside her, and the juices were starting to
boil in his balls.

Charlene shined forward a few more steps.  Now she was no more than ten
feet from the pair, in plain sight.  The sash of her dressing gown had
become completely loosened and the robe itself gaped wide open, exposing
all of her luscious, nubile charms from her flawless, graceful throat
past her creamy, swelling, heaving, cherry-red-tipped breasts to her
fire-red-haired cunt.  Her cunt, however, was partially concealed by her
hand, moving and rubbing, fondling and kneading the swollen petals of
her pussy flower.  Her eyes were fixed on the juncture of the two adults
in the center of the living room floor; she was oblivious to all else.

Derek was gradually increasing the depth and power of his pussy pumping,
stroking steadily farther into the hungry cunt offered him by Charlene's
mother.  His own restraint was evident in the tremors constantly shaking
his trim, athletic form.  His trousers, unfastened at the waist, were
sliding down his hard-muscled legs to his ankles.

Liz was trembling, too -- with lust.  She could feel Derek's cock
finding and detonating all of the pleasure primer switches far, far
inside her.  He was plunging his prick into her tight twat with a power
and urgency that left her no alternative but to let him have his way
with her ... not that she had the least objection to that: his way was
also her way.

To wit: "Oh shit, yes, fuck it, get it, give me that cock, dammit! FUCK
MEEEEeeeee ..."

And so forth.

The pleasures grew and spread between her shivering hips.  Each stroke
of the potent prick inside her honey hole sent the sensations rippling
outward through her body.  Those ripples of pleasure quivered down her
stockinged legs.  Her knees finally buckled and Liz began sinking to the
floor, easing her way down with the hands out before her.

Derek, locked within her tight quiet, had no choice but to drop to his
knees behind her.  To his credit, he never missed a beat, never skipped
a stroke.  He continued pumping the meat to Charlene's mother without a
break, keeping his own unheard beat as he drummed his cock head against
the firewall barrier of Liz's cervix deep inside her fiery hot vaginal
channel.

But once the two of them were securely on the floor, he went to work on
her with a redoubled vigor.  Now his knuckles whitened with the
intensity of his grip on Liz's hips, and the slapping impact of his
abdomen on her firm, white ass cheeks.  Each thrust jolted Liz.  Her
breasts, so large and heavy and ripe with her full-blooming womanhood,
hung down almost to the floor.

As she watched, Charlene saw her mother's arms began to bow as the
strength flowed out of them.  Her mother was lowering her upper body
down towards the floor.  Her breasts touched the plush carpet, then
flowed softly outward, spreading against the floor-covering.  The
nipples, so stiff and throbbing with excitement, were surely being
rubbed back and forth as Liz was jerked by the impact of Derek's strokes
behind her.

He shortened up on his strokes, hips vibrating back and forth. Just the
top third of his prick remained inside Liz's twat, pistoning back and
forth, in and out till the sucking, slurping sounds of her wet cunt
trying to grip and hold his dick was nearly as loud as the gasps, moans
and groans of the fucking couple.  He shifted his angle, obviously
reveling in what he was doing, in the effect it was having on the woman
slumping before him -- and then suddenly slammed the full length of his
cock to its deepest within her.

Liz's reaction was a sudden shudder, a tensing of all the muscles in her
curvaceous body and a loud wail of pleasure as she finally popped off,
tossing her cookies with abandon.  Her hips battered back at his, her
cunt gyrating about the tightly locked rod of his prick within her.

But even as she came, Derek was straining to turn his head.  For as Liz
had cried out in pleasure so had Charlene, both in shock and empathy.

Derek's half-closed eyes widened as he caught sight of the nubile,
obviously aroused daughter of the woman he was fucking so soundly and
thoroughly.  There stood Charlene, one hand darting back and forth,
rubbing her tits alternately so as to favor neither at the expense of
the other.  Her breasts seemed to glow with her sex flush, firm mounds
of abundant young flesh standing out in beckoning invitation, yearning
for a man's lips and tongue and hands to caress them in just the way her
own hand caressed them.  There she stood, legs parted and one hand
thrust between their topmost apex, fingers ceaselessly moving in the
red-haired juncture, among the fiery, downy fur surrounding her
obviously heated slit.  The lips of her slot were puffy from the blood
swelling within them and the constant friction of her own hand upon
them, the inner surfaces clearly visible and clearly gleaming with the
dew of her fledgling opening.  There stood Charlene, breathtakingly
beautiful, in the full flower of her youthful womanhood and in the full
rages of her own awakened lusts.

And the sight of Charlene standing there did manage to make Derek miss a
beat.  In fact, he stopped cold.

Liz, however, did not -- at least, not inwardly.  For while Derek
remained motionless behind her, his dick trapped within the sheath of
her cunt, her vagina was fluttering and contracting up and down over the
length of blood-engorged male meat.

"Ohhhhhh -- that feels so good and big in me," Liz moaned sincerely.
What felt so good and big in her was Derek's cock and what made those
attributes worth noting aloud was the fact that his dick had swollen
longer and harder in her twat.  What Liz didn't know was the reason for
it: the sight of her all-but-naked young daughter standing a few feet
away from Derek, in plain sight, working one finger steadily in and out
of her fiery-furred young cunt.

Charlene could restrain herself no longer; she had to partake of the
carnal festivities in progress.  The flames burning between her slender
hips were rising steadily higher, the impulsive need to get off growing
still more powerful inside her tight cunt.  She stepped forward again
and stood beside the dog-coupled pair.  Derek's face was on a level with
her waist.  He bent forward, tilting his head to one side and pressed
his lips adoringly to the taunt, flat flesh of her abdomen.

"Fuck me, dammit!" Liz hissed, impatient at Derek's interruption. "Why
don't you --"

Charlene knew why the words had frozen in her mother's throat: Liz had
seen her.  But she didn't care; she was occupied with what she was
doing, herself, at that moment.

Charlene let herself sink slowly to her knees.  Derek's lips moved
upwards over her till they were nestling between the firm thrusting
mounds of her tender breasts.  His mouth moved eagerly between them, his
head turning from side to side and his tongue stroking and laving the
sensitive inner surfaces of her abundant cleavage.  It felt good to her,
stroked the already seething flames of her need still higher.  She had
one hand between her legs, working at the receptive surfaces of her
pussy flesh, one finger probing between to finger-fuck herself. Charlene
put out one hand to steady herself, resting it on the nearest available
object: her mother's sweat-slicked back.

The touch sent a shock of sensation through Liz.  For some reason,
having her daughter near her, actually touching her that moment
intensified her pleasure.  She began to shudder again as another orgasm
exploded between her hips.  Her head dropped low between her hunched
shoulders, her forehead resting against the carpet and her face covered
by the curtain of her thick hair.

Charlene sighed deep in her throat as Derek fastened his lips around one
nipple and sucked on it, his knowing tongue flickering around and around
the taut nubbin.  He brought one hand up to cup the creamy hillock,
fingers squeezing the resilient flesh.  Charlene gurgled again and
thrust the invading finger more urgently into her pussy.

As Derek shifted his mouth to the rich offering of her other breast, Liz
was screwing her ass around and around the pinning rod of Derek's prick,
lost in a world of her own pleasures, getting after her third orgasm.
Charlene could feel the pre-explosion tension in her mother's lower back
beneath her hand and it excited her.

Suddenly, Charlene pulled away from Derek's lips.  She wanted to be more
intimately a part of what was happening, wanted to share the excitement
and explosions of her mother and her mother's lover.  Just as she let
herself slide prone on the floor behind Derek, her mother came again.

"I'm -- I'm COMING!" Liz wailed, her twat milking at Derek's dick again
as her hips bucked back against his muscle-ridged abdomen.  Derek had no
choice but to grab her hips strongly with both hands and hang on for
dear life.

But then he felt Charlene slithering back between his legs ...

Charlene was like a woman in a daze as she worked her way backwards
underneath Derek.  She could feel the flexing of his powerful leg
muscles as he shifted his weight and struggled to maintain his balance
against Liz's shattering orgasm.  She looked up and found herself
staring right at the underside of his balls, only inches from her face
-- and by straining her head farther upwards, she was actually able to
stare right into the point of joining of the two sets of genitals.

She wrapped her arms about Derek's thighs, pulled herself farther
forward -- and her mouth came into alignment beneath Derek's balls.
Charlene twisted her head to one side, began licking her way up the
insides of his hairy legs till she felt his hairy scrotum against the
side of her face.  She pressed her lips to the upper, inner flesh of his
thighs -- and then turned her head back to lick the center line of his
ball sac.

Derek jerked, gasped as she continued licking his scrotum.  His cock
swelled within Liz's cunt and Liz immediately answered by jerking her
hips back towards him.

Charlene continued her mouth action on the male genitals above her, now
opening her mouth wide as she had with Tim and sucking each of Derek's
big, semen-swollen balls into her mouth in turn.  She laved the egg-
sized object, sucked on it and felt Derek's thighs shake with tension.

Suddenly, Derek began popping his prick back and forth inside Liz's
twat, stroking her with a power and speed that was restrained only by
Charlene's oral grip on his balls.  Charlene raised her head still
higher to maintain that grip -- and then felt her mother's pubic mound
rubbing against the top of her head, chestnut pubic patch against titian
tresses, as Liz replied in kind to Derek's strokes.  She knew Derek was
going to fire his load soon and she wanted her mother to come at the
same time.  Charlene released his testicle from her lips, moved her head
upwards with tongue extended, searching for ...

... and finding the stiffened bud of her mother's clitoris with the tip
of her mouth muscle.

Liz drew in a long, shuddering breath -- and then released it as a drawn
out wail of pleasure.  Her hips spasmed again, the walls of her cunt
tightening and bearing down on the hard male meat inside her with
demoniacal force.  She screamed as the pleasures overtook her.

Derek's hips suddenly began vibrating back and forth, his prick pumping
furiously in and out of Liz's cunt.  Charlene began moving her tongue
from her mother's clitoris to the underside of Derek's big prick, back
and forth, alternating one with the other until-

Derek's balls tightened, leaped within his scrotum, then held up tightly
between his legs.  He buried his cock completely inside Liz's gash and
fired his copious load into the depths of her pussy and womb.

For herself, Liz's orgasm continued, building on itself as she felt the
hot, creamy juice burning home inside her.  Her belly contracted with
the sensations.

All of a sudden, thick, slick semen was frothing out around the lips of
Liz's cunt, drooling down about the pussy-plugging peg of Derek's
spitting prick.  Greedily, Charlene licked and laved all she could get
of the savory semen as the two adults above her got their rocks off with
an intensity neither had known for many years.

But finally Derek's spasms slowed.  Liz, feeling the meat within her
losing its stiffness, going limp, bore down on his dick with renewed
strength.  But there was no saving it, for already Derek's dick was
slipping slowly out of her gash grip -- and right into Charlene's
waiting lips.

The fiery young girl took the head of his cock into her mouth, fastening
her lips tightly about it.  She sucked hard; tongue working at the
velvety knob.  Derek groaned and shook as his tenderized meat was
eagerly eaten, while before him Liz was collapsing forward onto her
belly with her luscious breasts crushed beneath her.

Derek could stay on his knees no longer, all the strength drained from
him as thoroughly as had been his juice.  He settled back, his bare ass
cheeks crushing Charlene's tits as the daughter of the woman he'd just
fucked sucked the last, lingering dregs of fuck juice from his dong.

He looked down at the red-haired girl beneath him and imagined what it
would be like to make this a regular, habitual thing, this fucking of
mother and daughter together.  The thought excited him -- but not enough
to get his well-spent cock hard again.

Charlene savaged the drooping dong with one last suck, then released it
-- and immediately began pushing Derek off her.  She couldn't get her
breath.  He followed her urging, sitting cross-legged on the floor
beside her and gasping for breath.  But then his breathing changed,
became more shallow as he watched Charlene resume her autoerotic finger-
fucking ...

Within moments, Charlene was arching, writhing up from the carpet as she
strained her for her own release.

"Suck her," said a voice from behind, her mother's voice.  "Go on and
suck her, Derek." There was an undercurrent of excitement in her
mother's voice, one that Derek could hear as clearly as Charlene
herself.

"Why don't you suck her off?" Derek suggested.  "Cripes, I'd like to see
that: mother and daughter sucking one another off.  She could drink my
juice right out of your cunt, Liz ..."

Liz's eyes momentarily flared with arousal at the idea of having her
daughter drink Derek's thick fuck cream from her pussy -- but then she
rejected the thought.  That would be too -- too --

"Awwwwww, eat meeeee," Charlene moaned.  "Someone, anyone, please eat
meeeee ..."

Hearing her, watching her, Derek couldn't resist.  He lowered himself
flat on his stomach between Charlene's long, limber, widespread legs and
began licking and sucking his way through her matted pubic down,
savoring her rich honey sauce on his tongue as he plunged the oral
extension far up into the delightful young woman's constricting twat.

Charlene ground her pussy down against his mouth, feeling the rising
detonation within her.  All the long-frustrated needs in her newly
awakened young body were gathering between her hips.

She came -- suddenly, explosively, powerfully, screaming and wriggling
with pleasure, and then sank back to the carpeting gasping for air.  Her
slender young hips undulating with the aftershocks of her pleasure.

But even as she lay there in the afterglow of her orgasm, Charlene's
mind was alive with another image: that of herself and her mother,
locked together, each with her mouth glued to the other's cunt, each
lapping and sucking and kissing the other's pussy, both coming together
in relative bliss ...

As far as she'd gone, Charlene knew there was much farther to go -- and
she planned to go there.

			      Chapter 9

Charlene had no idea of her mother's reaction to the events of the
previous night.  She didn't even know if Liz remembered them.

She was sloshed, but good, she thought, looking out the window on the
rainy New York afternoon.

She'd slept late.  When she'd awakened, both Derek and her mother had
already gone for the day.  Charlene was sure of one thing, though: Derek
had been sufficiently sober to carry her own nearly naked, unconscious
form back to her room on the upper level of the duplex apartment.  She'd
awakened in her own bed.

She glanced at the clock: two-thirty.  She slept more than twelve hours,
yet still felt weak.  Charlene suspected it was the intensity of her
orgasms, brought on by the combination of her arousal at what she'd
witnessed and Derek's expertly licking and sucking mouth between her
legs.

Finally, she stood and went to the closet.  She was in no hurry to get
dressed; in fact, the expenditure of energy that would require actually
repulsed her.  She would have been quite happy to sit around in her
dressing gown all day.

Charlene decided to compromise: She pulled on a pair of culottes and a
tee-shirt.  Back downstairs, she flipped on the television and idly let
the afternoon movie entertain her -- such as it could.

Then, at four-thirty, the front doorbell rang.

"Who is it?" she called, not feeling quite up to going to the door yet.

"Derek."

Derek?  What did he want?

Groaning, Charlene stood, went to the door and opened it.  Derek looked
about the way she felt: whipped.

"Come on in," she said indifferently, turning from him and strolling
loose-hipped and long-legged back into the living room.

Derek's followed the twitching, swaying progress of her sweet young ass
across the room, then turned and closed the door behind him.  He joined
her on the sofa.

"What're you watching?"

"I dunno."

"Exciting, eh?"

She shrugged.  He enjoyed the way her unfettered tits jounced within the
loose-fitting tee-shirt.  Charlene could sense his eyes on her breasts,
found it mildly pleasurable but nothing more.

"Uh, thanks for getting me into bed last night"

"De nada."

"Mom won't be home for a while," she said, beginning to feel
uncomfortable.  "She works late today."

"I know."

It took about a half-minute for that to sink in.  When she turned to
look at him, she found him staring at her with a faint smile tugging at
the corners of his mouth.

"I came over to see you."

"Uh-huh." She took a deep breath.  Again, his eyes went to her tits,
swelling and straining at the cotton of the tee-shirt.  "Look, Derek, I
don't know how Mom is going to react to, uh, what happened last night,
so may --"

"I know."

She waited for a few seconds, but then the suspense got to her. "Well?"

"She came." He grinned smugly.

"I know that," Charlene said peevishly.  "I mean I don't know what she
thought about it after she sobered up."

"Oh." This time it was Derek who shrugged.  "Why are you worried about
it?  You're a big girl, now and you don't need her permission to enjoy
yourself ... any way you want."

Charlene said nothing.  She knew what Derek was getting at and couldn't
help but wonder what it was that made him so insatiable.  What did he
want, anyhow?  He'd fucked her, sucked her ... hell, she'd even gone
down on him.  Drunk his jism, to boot.

"Yeah, Derek, but I don't want to get into a hassle with her. She's my
mother, after all, you know, and she might be a little upset about --"

"She didn't seem upset last night."

Charlene took a deep breath, calming herself.  "Well, Derek, maybe --"

"Shut up." He'd somehow managed to slip an arm about her shoulders on
the back of the sofa and now that arm was drawing her towards him. There
was no avoiding his lips and she let him kiss her, figuring it was just
the opening shot, sort of a skirmish.

She was wrong.  It was the first wave of an all-out invasion force aimed
at penetrating all of her defenses and occupying her heartland
territory.

His lips pressed hers while he pushed her tee-shirted torso firmly
against his chest.  After a moment's hesitation, she half-heartedly let
her lips part.  Immediately, his tongue was in her mouth, moving and
exploring and somehow reminding her of the way his mouth had worked on
her cunt and clit, of the way his tongue had slipped up into her pussy
to touch and tantalize all of the sensitive pleasure points.  Without
willing it in the least, she felt the old, familiar ache begin to throb
inside her cunt, between her hips -- and she could feel the lubricating
moisture beginning to flow.

He didn't let up for a moment -- and to her own surprise, Charlene found
herself returning the kiss, her own tongue now dueling with his in the
hot battleground of her oral cavity.  His hand had somehow slipped
beneath the back of her tee-shirt, and the touch of his fingers on the
bare flesh in the center of her back reminded her of the way his fingers
had felt on her luscious, quivering tits the night before.  He was
working his hand around to her front, to where her firm, abundant young
breasts were being crushed against him within her tee-shirt.  Every
breath either of them drew caused her nipples to be rubbed and excited,
sending new ripples of sensation echoing through her nubile form -- and
all of them seeming to catch and hold in the depths of her now-
smoldering, fire-red honey hole of a pussy.

He pulled away from her.  Charlene settled back against the sofa and
found herself gasping for breath, as if she'd just sprinted up a  couple
of flights of stairs.  But while she worked at regaining her rapidly
receding composure, Derek was kissing and licking his way down from the
underside of her finely boned jaw, along the long, graceful line of her
throat to the silken spot, always so receptive to tender lips, between
the gentle bones of her collarbone at the base of her throat.  At the
same time, he was lifting the hem of her tee-shirt high up and over her
breasts, revealing the creamy mounds of flesh to the light ... and his
own hot breath.

"Up, baby," he whispered.  Charlene couldn't muster the strength of will
to resist.  Limply, she let her arms be raised as Derek drew her tee-
shirt up over her head and then tossed it to one side.  By the time her
arms were falling heavily back down, he was bent in front of her, his
tongue stretched far out to lave every last square inch of her
marvelously full, richly taut young breasts.  Her hands somehow settled
into place at the back of his neck -- and then her fingers were
tightening in the short, curly hairs back there as his lips fastened on
one throbbing nipple.  Under the deft ministrations of her lips, his
tongue, even his gentle teeth, the tiny bud of reddish-pink flesh was
quickly brought to full straining erection.

Charlene's eyes closed, her head lolling loosely back against the back
of the sofa as she stifled the moan of pleasure rising within her lovely
throat in response to what Derek was doing to and with her tits. Even as
he licked and sucked one thrusting breast and tried to kiss the fire
from her nipple, even as one hand fondled the other luscious tit, his
free hand was stroking unhurriedly higher on her bare thigh, working
always closer to the apex of her long, limber, weakly spreading legs.

And within moments, the fingers of that hand were brushing with feather
lightness back and forth, up and down against the crotch of her
culottes.  The material there was drawn tightly against her aggressively
thrusting pubic mound.  The moisture from within her pussy was already
dampening the fabric and the seam was worked between her labia, clearly
outlining the excitement-swollen petals of her again-eager pussy flower.

Derek switched his attentions to her other breast as he worked open the
waistband snap of her culottes.  Deftly, he had it freed and slithered
his hand inside, palm flat against her heaving belly and abdomen,
fingers splayed to savor the soft warmth of her belly flesh.

Charlene felt his hand moving down closer to her hot oven of a cunt,
knew that he was going to reach her pussy and knew that once he reached
it, she'd be unable -- and completely unwilling -- to resist letting him
have his pleasure with her.

So she decided to save herself a lot of thought energy and gave in right
away.

"Ohhh, yes," she whimpered as his index finger reached the topmost split
of her pussy lips and began rubbing up and down between the nerve-
covered flesh within the confines of her culottes.  Her hips jerked
sharply, slightly, in response and her pert, firm little ass slipped
forward to the very edge of the sofa.  Her legs were wide open as he
worked the culottes down from her hips.  Charlene was ready, willing and
more than eager to give him whatever he wanted ... as long as she got
everything she wanted.

Derek let himself slide to his knees between her widespread legs on the
floor before the sofa.  She cooperated without hesitating in helping him
get the culottes off her -- and then she was utterly naked to him,
completely exposed and feeling every bit as wanton, desirable and
desirous as she looked.

Derek wasted no time.  Immediately, he kissed his way down the center
line of her torso to her navel.  He paused there long enough to let the
tip of his tongue slip into the constricted little indentation of her
birth scar and then continued down ...

"Ohhhh -- YESSS!" she wailed as she felt the tip of his tongue reach the
downy red tendrils of fiery pubic hair outlining her most sensitive
region.  She lifted her hips off the cushion, thrusting them forward at
his face as he began licking at her pussy lips.  Within moments,
Charlene had wrapped her legs tightly about his head, the pressure of
her thighs threatening to wrench his head right off his shoulders as her
lithe young hips spasmed again and again with pleasure at his oral
explorations of her genital pleasure zones.

Derek urged his pants and worked them down over his thighs, then managed
to get them completely off his legs without ever once missing a lick on
the delicious young pussy morsel in his mouth.  As always, he was naked
beneath his trousers and his cock jutted out from his groin like a bar
of solid iron.  The head of his prick pressed furiously against the sofa
upholstery.  Every slightest movement of Derek's lower body, every least
twitch of his pelvis as he shifted in his licking and sucking of
Charlene's sweet snatch set up increased friction within the bulbous
chunk of flesh at the end of his pulsing cock.

Charlene lay back on the sofa, giving herself over totally to Derek's
cunt sucking.  She writhed there, amazing herself with her excited
responses at a time when she'd thought herself completely fucked out.

But then Derek's hands were on her legs, lifting them high and turning
her over so that her upper body rolled to the right along the sofa.  His
mouth remained glued to her succulent pussy as he maneuvered her over
onto her belly.  Her hands ended up on the sofa beneath her breasts, and
it was somehow the most natural and obvious thing in the world for her
to pinch and roll her own stiffened nipples between her thumbs and
forefingers.

Derek pulled his face out of her pussy just far enough so he could
lavish long, languorous licking strokes up and down in the fiery grotto
between her legs -- strokes that started far forward, at her clitoris
and moved all the way down the length of her tight little quim ...

... and beyond!

"Ohh -- wh-what are you doing!  OH!"

Charlene wailed in a combination of surprise and pleasure as Derek's
sinuous tongue moved back to the short stretch of taut, sensitive pink
flesh connecting her flaming pussy with the deliciously smooth, shallow
furrow of her pert young ass cheeks and kept right on going.  Back, back
-- until she could feel his deft oral extension exploring the area
around and about the puckered little opening of her pink anal port.
She'd never suspected that the region back there could communicate such
outrageous sensations to her and Charlene eagerly let her legs fall open
all the more and hiked her ass up and back toward Derek's lips.

Derek wasted no time in proceeding with what he planned -- and what
Charlene had made it so abundantly obvious she was willing to try.

"OOO-ooo-OOO -- ooo --" Her moan of pleasure was an undulating note that
synchronized with the reflexive twitching of her ass and hips as Derek
fastened his lips to the tight, pink pinhole of her anus and began
tonguing it.  At first he merely rimmed the sensitive little opening,
but slowly, gradually -- unrelentingly -- he was prodding it open,
wedging the tip of his tongue ever farther into the constricted hole.

Charlene suddenly stiffened as she felt the hot, slick mouth muscle slip
up into her ass, the tip pushing past the constricted sphincter muscles
and into the burning cavity beyond.  He wriggled his tongue -- and she
wriggled her ass in reply.  And all the time, he had both hands around
her wide-flung thighs and beneath her pussy, fingers moving rapidly and
knowingly in that steaming grotto of moist flesh.

Finally, he pulled away from her.  Charlene felt him getting to his
feet, his stiffened dong rubbing against the insides of her upper thighs
as he rose.  The touch of that hot flesh, so hard and thick and
throbbing with hot blood, only made her pussy drool all the more for it.

His hands went to her slender hips.  Willingly, Charlene followed his
urging, getting to her own feet -- but with her body bent over at the
waist, her straightened arms stretched out before her and her hands flat
against the sofa cushions.

She sucked in a long breath as he fit the head of his dick between the
lips of her cunt, swiveling his hips in the now familiar manner to grind
the velvety-skinned knob against the inner surfaces of her swollen
labia.  Little explosions of pleasure went off all along the length of
her cunt channel -- but most especially zeroed in on the hyper-
responsive tip of her protruding clitoris.

But then Charlene felt his hands tighten on her hips.  She could sense
the tension in him -- and that was her only warning.

With a loud grunt, Derek heaved his hips forward -- and the entire
length of his thick, hard cock was completely buried in the constricting
channel of her cunt.

She screamed with the shock and pleasure of it, then subsided to low,
gasping moans.  Her hips were momentarily still.  But only momentarily
-- because Charlene's hips then went wild, bucking and jerking,
vibrating up and down, back and forth, even from side to side in an all
but maddened lust to feel the big prick rub against every last square
millimeter of her sensitive inner channel.

Derek tried to control the spasms of the nubile young girl's hips with
the strength of his hands, but was barely able to dampen the movements.
Finally, he was forced to resign himself to her unrestrained humping and
began moving his own loins back and forth.

Charlene felt the length of Derek's rampant erection stroking in and out
and out of her body, driving the head far up toward her belly as he
lurched forward, drawing it back till just that chunky knob still
remained within the grip of her twat.

But then Derek stopped at the end of an out stroke.  He stayed like
that, motionless, looking down at the bare, perspiration-sheened back of
the gorgeous seventeen-year-old before him ... and most especially
between the lithe cheeks of her pertly molded butt -- at her anus.
Distantly, he could hear Charlene's increasingly agitated protests at
the interruption of his pussy-stroking heaves.

But then he decided.

Charlene hissed in anguish as she felt the head of his dong dragged
irretrievably from her snatch -- and then gasped in mixed surprise and
fear as she felt that same thick glans nuzzling up to her fearsomely
constricted anus.

"No!" she breathed, as fear won out.

But Derek had been thinking about this for soiree time, thinking about
what it would be like to feel her rectal canal sheathing his furiously
erected prick -- and no momentary monosyllabic protest was going to put
him off ... not at the stage he'd reached in his lusts.

Her asshole, already well slicked by his earlier tonguing, was
lubricated and slippery.  Now the effusive secretions of Charlene's
pussy on the head of Derek's dick were added to that moisture.

She felt him pushing forward, the head of his prick prodding into the
narrow aperture.  Grudgingly, her anal entry gave way -- but it felt to
Charlene as if she were on fire back there.  She was quite certain that
her butt was going to split wide open.

But Derek kept up the pressure, slowly wedging the thick glans ever
farther into Charlene's tight asshole.  His hands were gripping her hips
powerfully, unmercifully, his knuckles whitening with the pressure of
his hold.

Still farther penetrated the head of his prick.  Charlene began
hyperventilating as the pain increased.  And then --

-- the head of his dick passed the halfway point and slipped almost
easily the rest of the way into her ass.

"Oh shit," Derek breathed as he felt the nooselike grip of her
frightened sphincters around the depressed ring in the shaft of his dick
just behind the flange of his cock head.  His glans was being compressed
by the stricture of her rectal sheath and Derek knew that it wouldn't be
very long before the night-long-building load in his balls would come
exploding out of his joint under the pressure.

Trembling with lust, Derek spit into the palm of one hand and rubbed the
saliva up and down the length of his yet unsheathed rod, coating it.
Again taking his tight two-handed grip on her hips, he then swiveled his
hips, trying to loosen and relax the panicky constriction of her anus.

Finally, Derek drew a deep breath, tensed his hips -- and began driving
his cock into Charlene's ass.  He looked down to watch the thick shaft
disappearing into the brutally stretched opening, inch after gleaming
inch being reluctantly accepted into the virginal hole.

Charlene was certain she was going to die.  Her ass was being split
open, the inner channel abused in the most painful way she could
imagine.

And yet, there was something exciting about it to her as well.  It was a
style of fucking in which her sole purpose was to receive, to submit, to
allow herself to be used.  It was a completely male style of fucking, in
that the prick bearer had complete and total control over the situation.

She felt his cock driving up into her, aware of the undulations and
bumps in it, aware of all the little ripples of veins as never before.
She could feel every furious pulsation of his blood through it as if it
were her own -- and his arousal was communicated all the more directly
to her.

Finally, he plumbed bottom.  His flat abdomen pressed tightly against
her sweet young ass cheeks, his balls hanging ever so lightly against
the slightly protruding lips of her cunt and just barely touching the
uncovered tip of her dormant clitoris.  She could feel the knob of his
dick far inside her, bulging between the walls of her ass, throbbing
powerfully.  For long moments, they both remained motionless like that
while the inner muscles of Charlene's ass convulsed spastically along
the length of his rigid meat.

But then he began moving.

At first, the movement was restrained, cautious, tentative, no more than
an inch back and an inch forward.

But the furious grip of her sphincters was slowly easing -- and Derek's
stroking took on more power and depth, more speed, more urgency.

Faster and still faster he was pushing almost half the length of his
cock in and out of her ass.  Each instroke brought his heavy, hairy
balls swinging up more strongly against her labia and clitoris, sending
ever greater twinges of pleasure into battle against the pains shooting
through her ass and lower back, easing those pains, causing her to relax
that much more -- and easing the way for even more insistent strokes
from his dick.

After a few minutes, Derek was working the entire length of his prick in
and out of her ass.  Not as easily as with her cunt, of course, for
still he was fighting the reluctant stricture of the more narrow channel
with each stroke.  But with considerably more ease than at first.

And with considerably less pain for Charlene.

Faster, harder, deeper -- and then, all of a sudden, something inside
Charlene changed.  It happened without warning, and it was almost as if
she'd broken through some inner barrier.  Abruptly, all of the tension
went out of her, all of the opposition, the resistance.  Her ass seemed
to loosen, her hips to unwind.  She'd crossed some inner line.

Without warning, the pain seemed to disappear -- and she gave Derek all
of her ass.

"Oooooohh -- yesssss ..." she breathed as he slid his meat into her ass.
"Yesss -- yesss -- fuck it -- fuck my asssss ..." Now she arched her ass
towards him, hiking her hips to make it fully available to his prick,
welcoming each injection of hard dick meat.  She welcomed the feel of
his shaft driving between the suddenly loosened sides of her anus,
welcomed the way his dick forced the walls of her rectum apart, welcomed
the way his glans bulged deep into her, threatening to ream right up
through her bowels and into her stomach.  She welcomed it -- and she
pushed her hips and ass backwards softly to meet his meat as it stroked
into her.

That was the final turn-on to Derek.  He'd won her ass, claimed that
tight prize.  She dug it, was getting off on his fucking.

Charlene felt penetrated as never before, aware of every detail of the
reaming.  Her fingers had closed like released springs into hard little
balls of fists on the sofa cushions, and her tits felt as though they
were singing, the ache in her nipples having spread outward to encompass
the totality of both hanging, heaving, creamy mounds of seventeen-year-
old tit flesh.

His cock was pile-driving, shit-driving in and out of her ass ever
faster, ever more urgently.

"Yes!" she gasped.  "Come in me!"

She wanted to feel his juice burning into her ass, craved it, needed it.

She could feel that tension growing in Derek's body, feel the shuddering
as he slammed his cock into her even more brutally.  She tried to bear
down on the powerful sphincter muscles at the entrance of her nether
channel, drew them tightly about the thick prick reaming in and out of
her.

And then she was coming.  It caught her by surprise, but abruptly she
felt a sudden melting of her insides, felt the pleasures rising
inexorably and explosively through her.  She couldn't tell if it started
in her cunt, in her clitoris, in her ass, where, but it started and was
upon her all in a rush.  She dropped her head low between her hunched
shoulders.  Great beads of sweat popped out all over her long, sinuous
back.  Her lovely titian hair hung down almost to the cushions.  Her
hips jerked, the cheeks of her lovely, flawless ass clenched and all the
muscles inside her rectum tightened convulsively over the length of
Derek's rigid dick.

"Ooohh -- c-come in my ass -- COME!" she whimpered, voice quivering with
the throes of her orgasm.

She needn't have spoken because at that point nothing in the world could
have stopped Derek from coming.

She felt the first load of his cream gush up into her like an enema, a
scalding-hot clyster of an explosion that rocketed up her ass and filled
the already totally crammed channel completely.  Derek grunted as if
shot, the ejaculation wrenched from him like a hemorrhage.

Again and again he shot into her, his cock swelling still more against
her rectal canal, testing the holding power of those inner walls still
farther.  Each additional shot sent another load of hot, sticky, gooey
spunk backing up along the length of his prick, crawling back towards
her brutally stretched anus, there to drool out about the awesomely
stretched sides of her asshole and drip down the insides of her ass
cheeks and her thighs.

His spasms slowed.  Derek began sinking to his weakening knees.
Charlene's ass maintained its tight grip on his prick and she slipped
slowly to her knees right along with him till the coupled couple were
both kneeling, one locked to the other, both gasping for breath and
moaning with exhausted pleasure.

Charlene even found pleasure in the miniscule friction of his limp dick
being sibilantly withdrawn from her asshole.

She lay slumped against the couch, sucking in great draughts of air,
breasts heaving, belly contracting, a steady stream of juice oozing from
the again slightly puckered hole in her superb ass.  She was as spent as
Derek's cock and balls, unable to find the strength or will to so much
as move while Derek smoothly went to the bathroom, sponged off, dressed
...

After he'd gone, she knew, suspected, that something was up.  Derek
should have been at least as weak and spent as she herself was after the
draining fucking.  Perhaps, she thought, he was.

Then why had he been in such a raving hurry to get out of the apartment?

She was too tired, too thoroughly fucked out to concentrate on anything
at that moment.  She led her head loll forward onto her forearms and
dozed ...

			      Chapter 10

Sometime later, Charlene knew, she must have awakened sufficiently to
climb the stairs to her room.  She hadn't come to consciousness with
enough certainty to draw the bedcovers and get beneath them.  She was
sure of that, because when she woke up later -- much later, and she
never knew for certain what had done it -- she was lying naked on top of
the spread.

Spread on the spread.  The phrase came to mind unbidden.  She smiled,
shifted slightly on the bed -- and then groaned softly at the dull pains
coursing through her anal region.

I must be red as a tomato back there.  To make matters worse, looking in
retrospect at her ass-fucking, she couldn't imagine or remember the
sheer intensity of the moment's pleasure.  It didn't seem worth it.

Though she knew it had been.

Damn!

Gingerly, long legs moving with slow, careful grace, she got to her
feet.  Her eyes went to the clock: four-ten a.m.  And then she heard a
noise.

It was muted, barely audible.  Charlene strained, concentrated on
picking it out.  It seemed to be coming from downstairs.  Quickly, she
pulled on her robe and loosely belted it, then went down the steps as
rapidly as she could -- considering her delicate ache.

The sound was much clearer at the bottom of the steps.  It was coming
from her mother's room, from the other side of the closed door.

Is she in there fucking him right now?  No!  Even Derek can't be that
insatiable!

She knew he could be.

Charlene paused outside her mother's door, pressed her ear close ... and
then froze.  What she was hearing was not the sound of passionate
lovemaking.

What she was hearing was the sound of sadness.

Her mother was crying.

"Mom?" She tapped lightly on the door.

The weeping continued.  A thought whisked over the periphery of her
awareness: perhaps her mother had seen Derek and perhaps he'd told her
of the afternoon fuck session they'd enjoyed.

But surely her mother wouldn't be broken up over that.  After all,
they'd both shared a single man simultaneously.  Neither had been
particularly broken up about it; quite the contrary -- her mother had
seemed all the more turned on for the experience.

"Mom?" She knocked again, a little harder.

No sign of awareness.  The sad sound continued.

Charlene made her decision.  She gripped the door knob, turned it,
pushed the door inward, saw her mother.

Liz stood with her back to the door, facing the big dresser and the
mirror above it.  She stood there, unmoving except for the shuddering
and sagging of her shoulders as she sobbed.  She stood there, naked as a
jaybird.

Charlene pulled up short, unnerved.  "Mom?"

Her mother seemed unaware of her presence, staring at her own
voluptuously nude reflection through puffy, bloodshot eyes and crying.
Her magnificent breasts heaved and bobbled with her weeping.  Charlene
couldn't help noticing that her mother's nipples were, stiffened, fully
swollen.  "Are you all right, Mom?"

Slowly, she crossed the room towards her mother, bare feet sinking into
the plush softness of the carpeting with each step.  She stopped behind
her mother, staring into her mother's eyes' reflection of Liz's
shoulder.  "Mom?" she repeated, this time the syllable little more than
a whisper to her mother's ear.  "What is it?"

"H-he doesn't want me any-anymore," her mother sobbed without turning.

"Who doesn't -- " And then she cursed herself for being dense. Derek, of
course.

Had he told Liz of the afternoon tryst?  "Why not, Mom?" she asked
uncertainly, half-afraid of the answer.

"H-he says I'm old and sagging and -- Oh, Charly!"

And suddenly her mother had turned, almost falling into Charlene's arms.
She felt momentary relief: obvious she didn't know.  But then that
relief was immediately supplanted with sympathy, tenderness -- and all
of it augmented by her own guilty conscience.  Charlene tightened her
arms about her mother's heaving back, holding her tightly to herself,
unable not to be aware of the liquid pressure of her mother's firm,
strong breasts against her own taut tits.  She could smell liquor on her
mother's breath and knew that Liz was more than half potted.

After a few minutes, the racking sobs quieted some.  Charlene patted her
mother's tousled hair gently, soothing.  "It's all right, Mom," she
said.  "Who made him the expert all of a sudden, any --"

"But it's true, Charly, it's true!" her mother gasped out as the weeping
renewed itself.  "I am old and I am sagging and I am ugly and -- "

"No!"

Suddenly fierce, Liz gripped her daughter's shoulders, pushed herself
back and free of Charlene's arms.  She stood there before her daughter
as her arms fell to her sides.  "Look!" she hissed.  "Just look at me!
I'm old, Charlene.  Men don't want me anymore!"

"But that's not -- that can't be -- why?" Charlene stammered. "You're
still beautiful and --"

"Because they want -- this!" And with sudden strength, her mother
reached out with both hands, gripped the material of Charlene's flimsy
robe and tore it open -- revealing the teenager's gorgeous charms. "They
want breasts that are firm and smooth like yours, a waist tiny enough to
cover with two hands, slim hips that never carried a child --"

And as she spoke, Liz was moving her hands lightly over the attributes
she described.

"-- legs that are long and lean and smooth, a tiny little ass as hard as
a rubber ball.  They want girls, Charly, like you -- not mature women
like me!" And again, the sobbing was renewed.

Charlene reached out with both hands and gathered her mother into her
arms again.  This time she felt Liz's mountainous naked breasts pressing
directly against her own uncovered tits.  She could somehow feel heat
radiating from her mother's cunt to her own sweet, tight, fiery-furred
little nooky hole.

And the sensations were arousing her.  Almost against her will,
certainly without having sought it, Charlene felt her body responding,
felt her lusts boiling through her veins.  She was getting turned on,
turned on by another woman and without even the hint of a man -- and the
woman was none other than her own mother.

Inwardly, she wanted to recoil from the idea -- and yet she couldn't.
Her body was reacting, her desires taking command.  And when she felt
her mother's lips move against her satin-smooth shoulder, there seemed
nothing in the least unnatural about it.  On the contrary, it seemed the
most reasonable possible thing to happen ... and so did the little
explosion of lusty sensation accompanying the kiss.

No, she thought, as she felt her own nipples beginning to swell against
her mother's breasts, the familiar ache once more starting in them.

"So beautiful," her mother was murmuring against Charlene's shoulder.
"So smooth and soft and perfect."

"No," Charlene breathed as she felt her mother's hands moving over her
superheating flesh, pushing the robe completely free of her.  The touch
of the room's air on her flesh made her feel only that much wilder, that
much more wanton and aroused and ... that much less firm in her
rejection of what was happening to her.

"No wonder they want girls like you," Liz was whispering, mouth moving
towards the hollow of Charlene's throat.  "So beautiful, so smooth and
soft and taut --"

"No!" Charlene gasped, feeling her mother's hands sliding upwards to cup
and lift her full, thrusting young beauties.  The sensations of lust
coursed through her without restraint now.  She was rapidly losing the
battle to her own feverish desires.

"Oh, so warm!" her mother breathed, head moving lower, lips pressing,
caressing, kissing, parting --

"No!" she wheezed, sucking in her breath as her mother caught each of
her stiffly pointing young nipples between thumb and forefinger,
twisting, tweaking, turning, tugging the taut tit-tips.  The strength
left her even as the heat of passion exploded inside her cunt.

"Yes," her mother moaned as she buried her face against the sleek,
swollen curve of Charlene's magnificent breasts, each in turn and then
back again.  Her hands were slicking down over the strong indentation of
her daughter's trim waist, then spreading slightly with the flare of
Charlene's hips, finally slipping down, down, down over the long, lean
thighs before moving between them at the knees and then back up towards
the hot moist grotto of Charlene's femininity.

"Oh, Mother, Mother, Mother," Charlene babbled as she felt the touch of
a single finger against her pussy, finger pad tracing the sensitive,
nerve-covered edge of her swollen outer labia.

And suddenly, the hand between her thighs was gone, the mouth nuzzling
at her breasts was gone and her mother was straightening in front of
her.  Liz's arms were going around Charlene and she was leading her
daughter in a strange dance step that took her backwards toward the big
waterbed.

One last time Charlene spoke the word as she felt the backs of her knees
hit the edge of the waterbed frame, as she felt her legs buckle and felt
herself falling onto the bed, arms and legs akimbo, wide open and
spread, waiting to receive the hovering goddess of pleasure above her
whom she called her mother.

"No!" she gasped and then they were in each other's arms, touching,
caressing, stroking, fondling, kissing, licking, sucking, laving,
probing, penetrating ...

... coming ...

But sometime later, her mother spoke.  Caught up in the moments between
ecstasies, quivering from toe to head with pleasure and arousal, Liz
murmured, "Who needs them?  What are they good for?  They think that
thing they have between their legs is everything, the center of the
universe!  Men!  The hell with them.  What do we need them for.  We have
each other and --"

The moment she said the words, there was within Charlene the realization
that she had to leave for a while, to get out of there.  The realization
didn't become a thought -- at least not at that time.  And even the
realization receded as her mother reversed herself above her and buried
her face in Charlene's burning muff, retreated before the ecstasies of
her mother's tongue and lips on her cunt.

But did not disappear.

She hung up the phone.  Bright nine o'clock sun-light poured through the
window.  Charlene listened for some sound from her mother but heard
none.  Liz still slept.

She looked at the phone and smiled.  Her father was not in the least
suspicious about Charlene's abrupt desire to make her summer visit
early; he knew how much Charlene enjoyed it at his house, with his new
family.  The ticket would be waiting at the counter at the airport.

Charlene took the note she'd written as the sun came up and left it on
the kitchen table, then dressed.  She'd phrased it carefully, in
explanation of her disappearance.  She didn't wish to hurt her mother,
but also wanted to explain.

She dressed and packed quickly, then took ten dollars from the cash jar.
She hesitated at the door of the apartment.  Was she doing the right
thing, leaving her mother at a time like this?

But she knew her mother.  Liz would not be alone for long.  And it was
the best thing for Charlene.

She glanced down at herself, at the strong thrust of her luscious tits
beneath the tight pullover top.  If nothing else, she thought, fighting
to cheer herself, she could finally show her father that she was no
longer a little girl.  After all, she'd already shown her mother ...

				The End


