From: nogarder@ix.netcom.com(*** )
Newsgroups: alt.sex.stories
Subject: The Education Of Bill (mF, first)[1/2]
Date: 9 May 1996 21:39:26 GMT

			The Education Of Bill
				  by
			       Bobbi C
			       Part One

	We had moved into the new Condo a month or so ago. It was nice
enough, but I was seventeen, and starting to feel the urges that a
young boy of that age should start feeling. It was a city high-rise
building with its own pool, but most of the tenants were older than I.
My friends lived a good distance away, so I really only saw them at
school. I was a bit of a loner in a lot of ways, so that did not
bother me all that much. I guess I should tell you that my name is
Bill.

	I spent a lot of time at home except for a part-time job that
I had de- livering groceries for the market on the first floor of the
building.

	I sort of enjoyed the pool, so I spent a lot of time down
there. It was late spring, and warm enough already for swimming. I
usually went for a dip when I came home from school just before I went
down to the market to start my job. There were a few women there, and
I enjoyed watching them in their bathing suits, but they were all too
old to be approachable by a boy of my age. Some of them looked at me
too, and I liked that.

	There was one especially that always seemed to be watching me
when I came down for my daily swim. She was in her early to mid-
thirties, and while not as pretty as the models that I looked at in
the magazines that I kept in my secret drawer, was very pretty indeed.
She was about 5'6" tall, and well built. She always seemed to prefer
bikinis to any other sort of swim suit. She also seemed to like me
sneaking looks at her.

	She was there today too, and wearing a skimpy green bikini
that got my hormones raging. I horsed around in the pool, and surfaced
in front of her a few times to get a better look. She smiled at me
each time I did. Finally it was time to go to work. Dad was away on a
business trip like he always seemed to be, and mom was working late.
That was normal for us, so I just dried off, and got ready for work.

	Things at the market went as they did on any other day. There
were the usual rush orders from the tenants that had to be delivered
before dinner, so I busied myself with running up and down in the
elevators like always. Finally it was seven o'clock, and time for me
to go home to do homework. Mr. Cucci, the owner, said that there was
just one more order to go, and since it was in the building and a
charge order, I could take it, and then just go straight home. I
picked up the large bag, and headed out the door to take it where it
belonged.

	The apartment to which the order was destined was on the
twenty-first floor, so it took a few minutes to get there. I really
did not want to go home to that homework. I would be alone as usual
since mom would not get there until about nine. I rang the bell at the
apartment, and was greeted by the woman whom I had seen in the bikini
down by the pool earlier.

	She was dressed in a blue dress with buttons down the front.
Her dark- blonde hair hung down to her shoulders, and on her feet she
had blue leather pumps with high spike heels. She looked beautiful,
and I could not help staring for a moment when she opened the door.

	"Oh! Hi," she said, "you're the boy from the pool, aren't you?
Could you bring that into the kitchen for me?" I nodded. It was about
all I could manage at that point. I carried the package into the
kitchen, and heard her close the door to follow me.

	"Thanks," she said when we reached the kitchen. "I don't think
that I could have managed that on my own, and I know the sort of
muscles that you have from seeing you outside." I thanked her for the
compliment, and placed the bag on the counter. "There," I said. "I
like that pool a lot. I've see you out there too."

	"I know you have," she said with a knowing smile on her face.
"What's your name?" I told her my name, and she said, "Mine's Judy. We
are always down by the pool together, so we ought to know each other.
You are working late tonight, aren't you? Cucci usually brings things
up himself when I call this late." "No," I answered, "this is my last
delivery. I go after this."

	"Oh?" Judy said with a touch of irony in her voice. "I guess
your mom has dinner waiting?" "Nah," I answered, "mom won't be home
for a coup- le of hours yet. I just have to read a few pages of
History, and then watch television until she gets there."

	Judy looked at me strangely for a moment, and then her face
changed back into a smile. "Why don't you stay here for a little
while? I'm all alone, and I would not mind the company. We could watch
televis- ion, or talk, or something. If we're friends now, we should
get to know each other a little. What about it?"

	It did not sound like a bad idea. I was a little tired of
spending all that time at home alone anyway, and she looked and
smelled so good. I would like to sit with her for a while. "Sure," I
said. "I can do my homework later. It isn't much."

	"Great," Judy said. "Why don't you go sit on the sofa, and
I'll get us a couple of sodas, that is... unless you would like a
beer?" "No," I said, "soda is fine. I don't think that mom would like
it if she smel- led beer on me when she came home. Maybe some other
time" Judy laugh- ed at this, and said, "Okay, you go on inside, and
I'll be there in a minute."

	It did not take long for Judy to join me on the sofa. She put
two sodas down on the coffee table, and we each took one for a sip.
"You spend a lot of time hanging around here. Don't you have a
girlfriend, or someone to pal around with?" "No," I answered, "my
friends all live elsewhere, and I don't have a girlfriend. I just like
being alone."

	"No one likes being alone," Judy said in a low voice. "You do
like girls, don't you?" I was a little surprised by the question, but
I answered, "Yeah, but I just don't know any real well."

	Judy shifted a bit on the sofa, and the skirt of her dress
hiked up just enough for me to see above her knees, and a bit of her
thigh. She noticed where I was looking, but did not do anything to
adjust her skirt. "You have gone out with a girl?" she asked.

	I was becoming a little uneasy with the way her questioning
was going, but I was also becoming rather aroused with looking at her.
She was wearing a perfume that was getting to me too! I liked her, and
I wan- ted to be her friend. I also wanted to talk to someone about
the thin- gs that I was feeling. My dad was away too much for me to
get a good talk going with him, and mom was not the right one to talk
to. I de- cided to see just where the conversation was going to go.

	"No," I said, "I've never been out with a girl on a real date.
I dance with them sometimes when I go to the school dances, but that
is about as far as things have gone. I don't go to many dances
anyway." Judy looked me straight in the eye, and asked, "Then you're
still a virgin?"

	"Yes!" I blurted out. The question had hit hard. The last
thing that a boy wants to admit to a woman like Judy is that he is a
virgin, but the question had taken me by surprise. I had answered
truthfully, but I was sort of already regretting that I did.

	"That's all right," Judy said. "It won't be a permanent
condition.

	Have you ever kissed a girl?" "No," I answered not knowing
what she had in mind. "Would you like to kiss me?" she asked. This was
defin- itely not what I had expected when I came up here, but I had to
admit that I did want very much to kiss her. "Yes," I said. "Could I
do it?"

	Judy leaned closer to me, and brought her face close to mine.
The aro- ma of that perfume filled my nostrils, and I could feel other
parts of me lower down reacting too! I pressed my face to her's, and
our lips met. I had never felt anything like this before. I did not
know what to think about it, but I did know that it felt very good!

	"There," Judy said when she broke the kiss, "now you know what
it feels like to kiss a girl. Did you like it?" That was a silly
question. I answered, "Yeah! It was nice. I never kissed anyone but my
mom and my aunt. This was different." Judy giggled. "Well, I should
hope so,"

	she said. "Would you like to know more about women?" I eagerly
said, "Yeah!"

	"Put your arms around me, and we'll try another kiss," Judy
said. She slid over on the sofa, so her thigh was pressing against
mine. That felt good too! I put an arm around her back, and she
nestled into it.

	Again our lips pressed together, and again I felt those same
stirring in my crotch. It was all I could do to keep from messing my
pants! We kissed longer this time, and I could feel her breasts
pressing against my chest. I moved my hand down a bit, and felt her
bra under her dress. She did not protest. We broke the kiss, and Judy
said, "Do you like my breasts?" I swallowed hard, and said, "Yeah," in
a strained voice. "Would you like to see them?" "Yeah!" I said.

	Judy sat up on the sofa, and unbuttoned her dress down to the
waist.

	Under it, she was wearing a bra of aqua lace. It was sheer,
and I could see the shadow of the dark circles of her areola and
nipples through it. "Would you like to touch them?" she asked. "Yeah,"
I answered.

	I cupped her breasts in my hands, and lifted them. They were
large and firm, and weighed more than I had expected. I had seen them
under her bikini top out by the pool enough times, but I never thought
I would get the chance to hold them like this. "When you do get a
girlfriend,"

	Judy said, "make sure she has big breasts like mine. Would you
like to see more of me?" "Yeah!" I answered.

	Judy stood in front of me, and said, "This dress is only in
the way now," and unbuttoned the rest of it letting it slip from her
shoulders.

	She tossed it over a chair. Below her waist, she was wearing a
sheer aqua garter-belt and panties that matched the bra. Her stockings
were sheer too, and I could see the dark V-shaped outline of her pussy
at her crotch. I was fully hard now, and my cock was straining for re-
lease in my pants. I did not know how much more of this I could stand
before I had to do something about that.

	"I think we can dispense with my bra too, if you don't mind.
Would you unhook it for me?" she asked. Judy turned her back to me,
and lifted up her long hair, so it no longer covered the clasp. I
stood, and clumsily unhooked it. She held it up with her hands at her
breasts, and said, "Okay, sit down again, please."

	Judy turned to face me again, and let the bra fall to the
floor. Her breasts spilled out in front of me, and I could not help
but stare at them. I had seen women's breasts before in the magazines,
but not this way. They were beautiful! They were round and globular,
and each one ended with a dainty nipple at its tip. Judy posed for me
that way for a moment, and then bent over me letting her breasts hang
in front of my face. "Would you like to suck my nipples?" she asked.
"Yeah," I ans- wered.

	I took one of Judy's nipples in my mouth. I guess there is
some remem- brance of the technique from when we are suckled by our
mothers, and I sucked gently on it making Judy give out a little moan.
"Let me sit down," she said, "where we can be more comfortable."

	Judy turned to sit on my lap. Her bottom came down softly, but
she got a sort of surprised look on her face, and said, "Oh! What have
we here? I feels as if there is something hard in your lap under my
tush.

	I just wonder what that could be?" I looked at her with a
little bit of embarrassment, but she said, "Well, we'll soon take care
of that.

	I've shown you what I have. How about showing me some of what
you've got down there?"

	Judy stood up again, and gently tugged me to standing too. She
took the bottom of my T-shirt in her hands, and pulled it up and off
of me.

	It joined her dress and bra over on the chair. Her hands went
to my waist, unbuckled my belt, and pulled down my zipper. One hand
entered my fly, and touched my cock through my briefs. "Oh," she said,
"you're big down there. I like a man like that!" She tugged my pants
down, and made me sit again. She kneeled in front of me, and removed
my sneakers and socks. Then she pulled off my pants, and tossed them
on the chair as well.

	Judy stood again, and got me to stand in front of her. My cock
was bulging my briefs way out, and she looked down at in with a big
smile on her face. "Well, we will just have to see what all that
swelling is," she said.

	Judy dropped to her knees, and caressed my cock through the
fabric.

	Her hands went to the waistband of my briefs, and she slipped
her thumbs inside. In a swift motion, she pulled them down to my
ankles, and my cock jumped forward pointing straight at her face. I
stepped out of the briefs, and they too were tossed aside. "My, but
you do have a big one for someone of your age," Judy said. "Sit down,
and I'll see what I can do about the swelling."

	I sat down, and Judy moved between my legs on her knees. Her
long nails raked gently over my thighs, and the pressure in my young
balls grew even more. "Don't worry," she said with a playful giggle,
"I'm not going to bite you."

	Judy opened her mouth, and took the length of my cock inside.
My cock is almost seven inches long, so it surprised me that she got
it all in.

	She let it slide back out again running her warm lips over it
all the way. She ran her tongue around the head, and poked the tip of
it into my pee-slit to taste the drop of pre-cum that was already
oozing from it. "I don't think that this will take long," she said,
and took my cock back into her mouth.

	It did not take long at all. I was almost ready to cum right
there and then, but I tried to hold back as long as I could. Judy
began a smooth up and down motion sliding my cock in and out of her
mouth. It felt absolutely wonderful! Her warm. moist lips were all
over my cock, and I leaned my head back, closed my eyes, and began to
moan with pleasure until I could hold out no longer, and unloaded all
the pressure that was in my balls in a hot jet of cum into Judy's
waiting mouth.

	Judy took all I had to give, and did not miss a drop. She
swallowed it all down, and licked me clean when I was finished. I
could see her savoring the last few drops on her tongue before she
swallowed them too. Then she moved up to sit on the sofa next to me.
She just sat there playing with my cock in her hand while I recovered.
"Did you like your first blow-job?" she asked. "Yeah," I answered.

	"You have a nice cock," Judy said. "I like it. I hope this
isn't the last time I'm going to see it." Before I could say anything
by way of answering her, she said, "Now that I've seen your cock,
would you like to see my pussy?" "Yeah!" I answered.

	Judy stood in front of me again. She bent forward letting her
breasts hang down, and unhooked her stockings from her garter-belt.
She rea- ched behind her, and unsnapped the garter-belt to toss it
aside with the other clothes. She sat on the edge of the chair that
had all the clothes on it, and took off her shoes. Then she slid off
her stock- ings, and stood again before me. "Pull them down, Billy,"
Judy said.

	I reached up, and took hold of the narrow elastic band at her
waist that held up her panties. Her skin felt so soft when I touched
it that I wanted to spend some time just doing that, but the shadow of
the dark patch at Judy's crotch was beckoning me to other things. I
slid her panties down very gently, and there before my eyes was her
pussy! I had also seen this in the magazines, but never this way. I
stared at it for some moments, and Judy put her hand on my shoulder to
steady herself while she stepped out of her panties. I tossed them on
the chair. We were both completely nude.

	"I know a more comfortable place for the rest of this," Judy
said.

	"Follow me." I stood, and walked after her. I could not take
my eyes off her buttocks as we walked. I liked the way the cheeks
bounced up and down as her legs moved, and the gently sway in her
hips. My cock was hard again by now if it had ever really gotten soft,
and was waving back and forth in front of me as we walked. Judy led me
into her bed- room, and turned down the covers on the bed. She layed
down on her back with her legs spread just a little bit. I could not
help but to let out a little gasp, and just stare at her lying there.
"Would you like to join me in bed?" she asked. "Yeah," I answered.

	I layed down next to her, and put my arms around her without
her asking me to do it. I guess I felt that we knew each other well
enough by now to do that while we were in bed together. I pressed my
lips against Judy's, and we kissed again. This time, however, the kiss
was just a little different than earlier. Judy parted her lips, and
pressed her tongue forward. It pressed against my teeth, so I opened
my mouth, and her tongue touched mine. It felt very good! Our tongues
began to roll around each other in my mouth, and then I pressed mine
forward to taste the sweetness inside of Judy's mouth.

	Her hand went back to my cock, and began to play with it
again. In be- tween kisses, Judy said, "You can touch my pussy too, if
you like." I moved my hand onto the soft flesh of her thighs, and they
parted. I ran my hand gently along the skin, and felt hair against my
fingers. I pressed further, and found that under the hair was a warm,
moist slit that felt very good when I put my fingers into it, and
apparently made Judy feel good too if the gentle sigh that I heard
when I touched her was any indication. She broke our kissing again to
ask, "Would you like to fuck me?" "Yeah!" I answered.

	Judy rolled over on her back, and spread her legs. "Get on
your knees between my legs," she instructed me. When I had done so,
she reached up to pull me closer, and took hold of my cock to position
it at the opening of her vagina. "Push," she said gently.

	My cock slid into Judy easily. She was thoroughly lubricated
from all the sexual play that we had been indulging in, and my cock
was now war- mly encased in her pussy. That left me with a small
problem. Up to this point I had been a virgin. I was just not sure
what to do next.

	I had read some pornographic paperbacks, and I knew that I was
supposed to move my cock in and out of her, but I had never done that
with a girl before. I decided that I had better try, and somehow the
motion came very naturally to me. Just instinct, I guess.

	I buried my cock deeply into Judy's pussy. It felt good there!
I be- gan to plunge it in and out of her. I felt like my penis was
encased in wet velvet, and I could not get enough of the feeling.
Without realizing it, my thrusts were getting stronger. I thought of
backing off a bit so as not to hurt her, but just then Judy urged,
"Harder.

	Oh, baby, make me feel it! Fuck me harder!!"

	I increased the tempo and the power of my thrusts, and layed
on top of her. Judy lifted her legs high, and curled them around me
the same way her arms were wrapped about my neck. I slid one arm under
her, and hugged her too. We were totally entwined together, and I was
fucking her for all we were worth! Our lips met again, and this time
it was I who pressed the first tongue forward into her mouth. Her's
met mine, and our tongues fenced back and forth behind out teeth as we
copulated there on her bed.

	Then I felt like I could hold out no longer. Sweat was
starting to bead up on my skin, and my cock was beginning to throb
inside of her.

	At that point I felt a strong tingling all over my body. I
broke the kiss, and let out a strong guttural sound as I felt my cock
spasm deep in her pussy. I was cumming! It felt like there was a
Fourth of July fireworks display was going on inside my head. I drove
my cock to its full length into Judy, and unloaded my second charge of
cum into her hot pussy. Judy too was reacting, and kept saying, "Oh!
Oh! Oh!" over and over again while I came.

	After a time, it was over, and I layed limply on top of her
with all my energy spent. We lay that way for a few minutes catching
our breath, and then I rolled off of her. Judy and I held each other
in our arms for a little while, and then she asked, "Do you feel
different now that you're not a virgin anymore?" "Yeah," I answered
with a long sigh.

	Judy looked at the clock on her nightstand, and said, "It's
twenty to nine. Isn't your mother going to be home soon?" "Yeah," I
said, "I guess I had better be going, but I don't want to." Judy
giggled at this, and said, "I really don't want you to leave either,
but maybe we will have longer the next time." "Yeah," I said, "my mom
and dad are going away for the weekend next week. I asked if I could
stay home alone, and they said they would think about it if they can
find someone to look in on me while their gone." Judy smiled, and
said, "Well, tell them that I'd be glad to take care of you. Your
mother knows me from the times she and I have talked at the pool. I
think that she'll agree."

	I got up weakly, and Judy stood next to me for another kiss.
We went back to the living room, and I untangled my clothes from her's
to get dressed. When I finished dressing Judy walked me to the door.
She was still nude except for the shoes that she had put back on. They
made her legs look even better that way.

	At the door we kissed deeply one last time. "I'll see you soon
at the pool," she said as I left, and she closed the door after
letting me have one more look at her naked body as she posed in the
doorway for me.

	I went back to our Condo. Mom was not home yet, but got there
only about ten minutes after I did. "Sorry I was so late," mom said as
she came in. "Did you find something to occupy yourself with?" "Yeah,"
I answered thinking about Judy, and what it was going to be like
spending an entire weekend with her.

From: nogarder@ix.netcom.com(*** )
Newsgroups: alt.sex.stories
Subject: The Education Of Bill (mFF, cons)[2/2]
Date: 9 May 1996 21:39:03 GMT

			The Education Of Bill
				  by
			       Bobbi C.
			       Part Two
			     The Weekend

			       Friday

	I could hardly wait for the weekend to come, and now it was
just about here. My parents were going away, and I was about to be
left in charge of our Condominium for the first time in my seventeen
years. They had left me alone here before, but only for a day at a
time. I had never been here alone overnight. That was exciting, but
even more so because of my friend Judy.

	Judy was an older woman in her mid-thirties who had agreed to
keep an eye on me for my patents while they were gone. I do not know
if it was that my parents were afraid to leave me alone because of the
trouble they feared I might get into or what, but they were adamant
about hav- ing some adult around to make sure that things were kept in
order in their absence. I might have objected except for the special
relation- ship that I had with Judy.

	Judy and I were lovers. She had taken my virginity a week or
two ago, and it was her idea to "watch" me while my parents were gone.
I was horny as hell with just the thought of being with her for an
entire weekend. I only had the sexual experience of that one time with
her so far, but I know that I had enjoyed it a lot! I wondered what
sort of things we could get into this weekend. I masturbated a lot
thinking about it.

	At last it was Friday. The Friday when my parents were due to
leave on their trip. I could hardly concentrate on my schoolwork that
day. The geometry equations were just not what I was into then. The
only figure that was on my mind was Judy's. I knew what I hoped would
happen that weekend. I could not get my mind off it.

	I could not wait until I was finished with my after school
part-time job delivering groceries. Even Mr. Cucci, the store owner,
remarked that he had never seen me so fired up over something. I
rushed through it all, and then headed for our Condominium. Mom and
dad were still there when I got home, but were on their way out. "We
just wanted to make sure that you were all right before we left," said
mom as dad took their bags down to the car. She gave me the usual
lecture about taking good care of things while they were gone, and I
yes'ed her all the way through it. She gave me a quick, motherly kiss,
and followed dad down the stairs. I was alone at last!

	They were only gone a few minutes when the telephone rang. I
picked up the receiver, and said, "Hello?" On the other end, I heard
the soft purr of Judy's voice say, "I thought I saw your dad's car
drive away a minute ago. How does it feel to be all on your own?" My
mouth was a little dry, but I managed to say, "It feels great. What
are you doing now?" Judy gave a little giggle, and said, "Why, waiting
for you to come over, so I can make sure that you are properly taken
care of the way that I promised your mother I would. Would you care to
have dinner here with me tonight?" "Sure!" I said anxiously, "I'll be
right over!" "Bring your bathing suit" she added, and hung up the
phone.

	It only took me a minute to splash on some of dad's after
shave, and make sure that I was presentable enough to go visiting. I
checked the Condominium to make sure that all was in order, and locked
the door behind me as I left. The complex that we lived in consisted
of two towers with a low building connecting them on the first and
second floors. The pool where I spent so much time was on the roof of
the connecting building. Judy lived in the other tower, so I had to
take the elevator down to the first floor, cross over, and take the
other elevator up to Judy's floor. Her Condominium was almost opposite
ours, so it took me some minutes to arrive. I was soon, however,
standing outside of her door, and ringing the bell to be admitted.

	The door swung open to reveal a vision like I had only seen in
the mag- azines that I hid in one of my drawers so that my mother
would not find them. Judy was standing there provocatively leaning
against the door.

	She was clad in a long red satin robe with lace trim, and high
heeled slippers. The lights in the room behind her gave hints of the
silhou- ette of her body through the robe. Her eye make-up was all in
shades of pink, and her lips were enhanced by the reddest of red
lipstick. I stood there stunned for a minute while my cock, with a
mind of its own, made a little tent in my pants. "Well," Judy said
with a giggle drop- ping her gaze low on my body, "I see that you are
glad to see me.

	Would you like to come in?" I swallowed hard, and said,
"Yeah!"

	I entered the room, and Judy closed the door behind me. I
heard her lock it just before she said, "Why don't you sit on the
sofa? I thought we might have dinner in here. It's a lot more
comfortable than the kitchen or dining room." I went to the sofa, and
sat down. Judy came over, and sat beside me. "Well?" she said. "Aren't
you going to kiss me to say hello?" I looked up, and she pressed her
lips against mine. I tasted her lipstick, and her perfume got into my
nostrils. My tongue, remembering the lessons she had given me a week
or so ago, pressed forward, and she parted her lips to allow it entry.
Our ton- gues rolled around inside of her mouth for a moment before
she broke the kiss, and said, "Well, I think we better get to dinner
before we forget to eat at all."

	Dinner had completely left my mind at this point, but she was
probably right. After all, we had the entire weekend before us, so
there was no rush. However, a seventeen year old boy like me when
confronted with a woman like Judy in a willing mood could probably
gone for quite some time before he thought of food. Judy did not wait
for me to change my mind, and went off to the kitchen to get dinner.

	She returned after a few minutes with a tray laden with food.
She put it on the cocktail table before me leaning over far enough for
me to get a quick peek down the top of her robe, and glimpse the
cleavage between the breasts that were hanging down in front of her.
She was wearing something else under the robe, but I could not tell
what from the look I got. I only knew that it was not a bra.

	Judy placed a two plates on the cocktail table, and dished out
the din- ner onto them. Then she went over to the entertainment
center, and put on some soft music. On the way back to the sofa, she
stopped by the bar to get two glasses and a decanter of wine. "I hope
that you like wine," she said as she rejoined me on the sofa. "I like
wine with din- ner. It puts me in a good mood for what comes later."

	We ate slowly, although I was more than tempted to rush
through it. I do not mind telling you that I was anxious to find out
what she meant by "... what comes later." I had a good idea of what it
would be, but I also wondered if there would be some new lessons to be
learned tonight.

	When we were finished, Judy cleared away the plates, and I got
another peek down the front of her robe. I was sure that she was doing
that with full knowledge of the view I was getting. She took the tray
back into the kitchen, and I was alone for a moment. I took another
sip of wine. I had been getting wine with dinner occasionally for
about a year. My dad said that it was something that I should learn a
bit about to be a well rounded person. I decided to get comfortable,
so I slipped off my shoes, and waited for Judy to return.

	Judy did not take very long, and when she came back, I noticed
that she had taken some of the time to freshen her lipstick. She sat
beside me on the sofa, and said, "I'm glad that you could spend this
weekend with me. I've thought about you a lot since the last time we
were together.

	I like you very much. Have you thought about me?" That was a
silly question! "Yes," I said. "I've been thinking about this weekend
ever since we first talked about it. I like you a lot too."

	Then Judy slid very close to me, and I put my arms around her.
Our lips met again, and in seconds out tongues were fencing with each
other behind our teeth. My hands instinctively went to her breasts,
and she moaned with delight at it. I pulled her closer to me, and
realized that this time I was the one who was in control of things.
The last time had been my first lessons in lovemaking, but now I was
taking my final exam.

	Judy's hands were not idle either. One gently stroked the back
of my neck, lightly grazing it with her long nails, while the other
went to my crotch, and began massaging my hard cock through my pants.
I wanted more of her! I could feel the lushness of her body through
the satin things that she was wearing, but it was the touch of her
flesh that I really wanted to feel against my hands. "Could you take
off your ro- be," I asked haltingly at last.

	Judy gave me a sweet smile that said "of course" in a language
that ne- eded no translation, and stood before me. She untied the tiny
string at the top of the robe, and the sash at the waist. With a shrug
of her shoulders, the robe fell to the floor revealing the rest of her
outfit.

	That was red too. It consisted of a red satin teddy with see-
through lace panels and lace trim. It was obvious that it was the only
thing that she had been wearing besides the robe and slippers.

	Judy stood in front of me, and posed in just her teddie and
slippers.

	She did a turn so that I could see all of the outfit and all
of her that was beneath it. The dark shadows of her nipples and pubic
thatch showed through the flimsy material in a very provocative
manner. The sight of her standing there was very sensuous. "Well," she
said, "do you like it?" "Yeah!" I replied.

	Judy reached out to take me by the hand saying, "I think that
we would be more comfortable in the bedroom at this point. After all,
I prom- ised your mother that I would see that you were in bed at a
decent hour." I could not argue one bit with her logic. I took her
hand, but I was the one who led her to the bedroom. She had let me
take charge of things up to this point, and I was not about to let her
take over now. I liked the feeling too much.

	In the bedroom, Judy lay back on the bed, and fluffed her hair
back across a pillow. She bent one leg up, and lay there looking like
a picture that I had seen on a poster once. "Stay there," I said.
"I'll be right with you." It only took me a couple of minutes to get
out of my clothes, and I stood naked over her with my cock standing
straight out, and waving in the air.

	I layed down on the bed next to her, and enveloped her in my
arms. Her breasts pressed into my naked chest, and her hand again
stroked my cock without the covering of my pants and briefs this time.
It felt so very good to have her that way. I was almost on top of her,
and there was a rush of power through me that I had never experienced
before. This was not some teen-aged girl in the back seat of a car.
This was a woman in all her beauty who wanted me as much as I wanted
her, and she wanted me to take charge of all that was happening. I
would not disappoint her.

	"Suck my cock," I ordered, and surprised myself in the saying
of it. I was not used to ordering adults around, but Judy did not
chastise me for it. Instead, she crawled to the bottom of the bed, and
kneeled be- tween my legs. I lay back, and closed my eyes as I felt
her place a warm kiss on the head of my cock. She was good at this,
and I have yet to find anyone better. The kiss was soon followed by
the feeling of the entire shaft sliding deep into her mouth and
throat. It slid out again, and little kisses were trailed down its
underside until Judy's lips rested against my balls.

	She nibbled gently at my scrotum, and then returned to her
ministra- tions to my cock. She began a slow in and out motion, and
soon I could hold back no longer. My semen shot deep into her mouth,
and she gob- bled it all in. I know that she swallowed it all down,
and when I looked up after I had finished cumming, I saw her wiping
some of the glistening liquid from the corners of her mouth, and
licking her fin- gers clean so as not to waste a drop.

	"I want to see the rest of you," I said getting used to being
the one giving the orders. Judy only smiled again, and slipped the
straps of her teddie off her shoulders. Her breasts spilled out in
front of me, and she stood only long enough to step out of the leg
holes before fal- ling back onto the bed into my arms.

	My cock was still hard enough to have taken her right then and
there, but I let some time pass as I explored all of her body. I do
not think that I missed touching a single spot, and spent a good deal
of time nuzzling her breasts, and sucking on her nipples. Her skin
felt soft and warm under my touch. Then my hand found its way to her
crotch, and a finger slipped deep into the bush of hair that I found
there. Inside was warm and very wet. I knew that she was ready for me.

	Still very much in charge, I pulled Judy onto her back, and
poised my- self over her. She reached down to take hold of my cock
with her hand, and guide it into her warm vagina. I liked the feeling
of my cock slipping into her pussy. It felt like nothing else that I
have ever felt. "Take me hard," she whispered into my ear, and I began
to pump with long, hard thrusts slamming into her with all my might as
I plun- ged my cock into the place it belonged.

	Judy had given me the blow-job only a little while before, so
I was able to hold out for quite some time. The harder I plunged, the
better she seemed to like it, so I held back nothing in my taking of
her. I felt the power that I had over her this way. The power that,
despite all the equality that people might have in other
circumstances, man had over woman, and that was there for both to
enjoy in moments like this.

	I liked the way it felt.

	Judy was moaning in ecstasy beneath me, and I was doing the
same over her when I felt the first spasms of my cock as it got ready
to cum. I bucked harder against her, thrusting to the full length my
cock would reach up into her. Then the orgasm overtook me, and I could
feel my- self shoot a load deep into her loins. She gasped as her own
orgasm took her, and we shuddered together wrapped in mutual pleasure.
It seemed like there was no end to my cumming, but then it was over.

	I rolled off of Judy, and lay beside her on the bed. She
cuddled close to me, and pulled a sheet up over us. "We ought to get
some sleep now, lover," she said softly. "We may have a lot of other
things to do when we wake tomorrow." "Yeah," I said with a sigh
catching my breath, and we drifted off to sleep with her cradled in my
arms. What other things could she have in mind for tomorrow?

			= = > Saturday < = =

	It was very late in the morning when I awoke on Saturday.
Through my still sleep filled eyes I looked around the room. This was
not my room at home. It took me a moment to realize that I was not at
home. I was in Judy's bed, and not my own. The memories of our sex the
night be- fore swept through my mind, and I turned over to cuddle
against her only to find that I was alone in the bed. Where had Judy
gone?

	I sat up, and tried to figure out what to do next. Then I
noticed a man's robe and my swimming trunks on a chair near the bed. I
stood, and walked over to them. I was still completely naked from last
night.

	On the chair was a note from Judy that read, "Good morning,
lover! You were sleeping so nicely that I did not want to wake you. I
am down by the pool. Put on your trunks, and join me there. There are
muffins in the kitchen if you want to eat first. Love, Judy."

	I slipped into the swimsuit, and pulled the robe around me. I
wondered why Judy had a man's robe here, but that was not important
now. I had brought a pair of thongs with me as well as the suit, so I
pushed my feet into them. I stopped by the kitchen to grab a corn
muffin to eat on the way down to the pool, and headed out the door. It
was not un- common for people to be going up and down in the elevator
in just a robe and swim trunks going to and from the pool, so I did
not draw any attention from the guy who was in the elevator on the way
down.

	I walked out into the outdoor pool area as I finished the
muffin, and looked about for Judy. I did not see her in her usual
place, but her bag and towel was there. Then I noticed her on the
diving board across the pool. She was dressed in a peach colored
bikini that did little to hide her ample figure. The suit had a
strapless bra, and a french-cut bottom with only strings at the sides
to hold it on. Were it not for her early summer tan, the color would
have made her appear quite nude, and I could see that she was getting
more than her share of stares from the other men and boys around the
pool. I even thought that I saw a couple of the women there staring at
her with more than a casual gla- nce of their own. Judy waved at me
from across the pool, and dived into the water. She swam easily and
gracefully over to me.

	"Well," she said as she came up to the side of the pool in
front of me, "I see you finally decided to get up. Are you coming in,
or do you want me to be in here all alone?" In a second, I was in the
water with her, and we were splashing and fooling around. She bumped
against me more than a few times underwater, and made sure that her
breasts slid over some part of me each time. She even ran her hand
over my crotch a few times, and I returned the favor with a couple of
playful squeezes of her breasts. It did not matter how cold that water
felt. My trunks acquired a rather pronounced bulge by the time we
decided to get out of the water, and sit in the sun.

	We plopped down in two of the beach chairs by the pool, and
Judy threw a towel at me. "That was fun," she said. "Too bad there are
so many people here. We could have really gotten something going the
way we were going at it." I laughed, and said, "Yeah. I better keep
this towel over my lap for a while!" Judy laughed too as she looked at
my crotch, and saw the way it was poked out. Then she said, "I'd like
to spend the day down here if that's okay with you. We can go upstairs
later, and we are going to have a visitor this evening." I was a bit
surprised at this, so I asked who it was, and Judy said, "Oh, just one
of my girlfriends. I think you'll like her. Just go along with what-
ever happens. You won't get hurt, and I think that you just might en-
joy yourself. Now, how about some lunch?"

	It was clear that Judy was not going to tell me anymore about
her girl- friend, so despite all the questions I had, I held them
back, and just enjoyed the day. Judy ordered lunch by the poolside for
us from the little bistro that was in one of the towers, and served
the pool. We swam a few more times, and played around with each other
in the water each time. I rubbed suntan lotion on her back and legs,
and she did the same for me. By the time we decided to go up to her
Condominium, it was very late in the afternoon, and I was more horny
than I had been in a long time.

	Judy made us some sandwiches for dinner, and we had a glass of
wine while we waited for her girlfriend. "Leave your trunks and robe
on,"

	Judy told me. "You'll be more comfortable that way for later.
I'm going to change. Would you like to watch?" "Yeah!" I answered.

	I followed Judy into the bedroom. She blow-dried her hair, and
then combed it back into her normal hairstyle. I sat in the chair, and
watched as she stripped off her bikini. Her lush, nude body was re-
vealed to me once again. She liked me looking at her that way, and
made sure that she posed for me for a while before she got dressed.

	She strapped a tight, pale blue colored waspie around her. It
had a push-up bra on top, and came down to her hips where it was
fringed with a tiny skirt of lace. Long garters hung down from it, and
she hooked a pair of sheer, seamed stockings to them. Next she pulled
a pair of pale blue lace bikini panties up over her legs, and stepped
into pale blue pumps with five inch heels. Touches of pale blue eye
make-up and hot pink lipstick completed the job.

	"There!" Judy said as she finished, and struck a pose for me.
"How do I look?" I smiled, and just pointed to my crotch which was
again bul- ging almost enough to burst my swim trunks. She then took
out a pale blue, wrap-around dress, and pulled it around her securing
it with only a sash. "Shouldn't I get dressed for your friend too?" I
asked.

	"No," Judy replied. "I think that she'll like you a lot better
in just your trunks. Just relax, and enjoy it, Billy. Something nice
is going to happen tonight."

	We went back into the living room, and Judy poured us each
another gl- ass of wine. We were only sitting there for a few minutes
when the doorbell rang, and Judy got up to answer it. There were a few
excited greetings at the door that I could not hear very well, and
then I heard Judy say, "Yes, he's here."

	Judy followed the other woman into the room. The woman was in
her mid to late thirties, and strikingly beautiful. She was about 5'8"
tall with long black hair, and dark eyes. She was dressed in a black
dress with black patent leather accessories, and black patent leather
pumps with very high spike heels. Her make-up was all in dark shades
of blue, with dark red lipstick and nails. She wore a large black hat
and a cloth jacket which Judy took from her as she came in. She looked
like a high fashion model. "Billy," Judy said, "this is Helen." "Hel-
lo, Billy," Helen said looking me over thoroughly. "I'm sure that we
are all going to have a very good time tonight."

	Judy poured a glass of wine for Helen, and the two women took
seats on the sofa. Judy motioned for me to sit in the chair facing
them, and added, "Take off your robe, Billy. I'm sure that Helen would
like a look at that gorgeous young body of yours. I know that I
would." I was still not exactly sure of what was about to happen, but
Judy had said I would enjoy it, so I complied tossing my robe onto the
piano bench.

	Both women reacted immediately. They started excitedly talking
about my body, and all the things they liked about it. "Don't sit
down, Bil- ly," Helen said. "Pose for us, please?" I almost wanted to
run away, but I was too fascinated about what was happening. They had
obviously planned a party, and I was the entertainment. I was not used
to doing this, but I did my best at posing, and was rewarded with a
chorus of oohs and ahs from the audience on the sofa. "You haven't
seen the best part yet!" Judy said to Helen after I had been posing
for a few minutes. "Come over here please, Billy."

	I approached the sofa, and stood in front of them. I was
aroused, and the bulge had again grown in my trunks, if it had ever
really gone a- way. Judy turned to Helen, and said, "Wait until you
see this!" With that Judy reached for the waistband of my swim trunks,
and pulled then right down to my ankles! My hard cock sprung out, and
pointed straight at Helen. I took a step back in surprise, and in
doing so, stepped out of my trunks. I was now a seventeen year old boy
completely nude with two fully dressed adult women! "Pose for us
again, Billy," Helen as- ked. I was committed, so I complied again,
and even started to like doing it.

	The tittering and whistles came again from my audience as I
posed for them, but now I was naked. I gave them the best show that I
could, and the especially like it when my cock waved back and forth,
and slapped against my stomach. Then Helen said, "Come over here," and
beckoned me with her hand. I walked over to her, and stood very close
with my cock scant inches from her face where she sat.

	Helen then opened her mouth, and took my cock all the way
inside. One of her hands reached around, grabbed my buttocks, and
pulled me closer to her while the other played with my balls. I
stiffened all over, and Helen let my cock slip from her lips just long
enough to say, "Don't cum right away. Hold it back for as long as you
can," before slipping it back into her mouth to suck it again. It was
all I could do to keep from cumming right there and then. Judy gave a
good blow-job, but Hel- en was an expert! My cock rhythmically slid in
and out of her mouth, and all the while her tongue kept circling it,
sending little shivers of pleasure right from the head, and straight
up my spine. When I was just on the verge of letting go, Helen let go
of me, and let my cock drop from her mouth. She turned to Judy, and
said, "Okay, Judy. It's your turn now!"

	"Yes, ma'am," Judy said, but with a tone that sounded more
like obed- ience than gusto. She pulled me over to her, and took my
cock into her mouth. She licked it all over like a Christmas candy
cane, and pumped it in and out of her mouth driving me right back to
where I was just before Helen had stopped. "Don't cum yet, my sweet
little stud," Helen said as she watched Judy giving me my blow-job.
"You cum only with me tonight!"

	Helen sat back to watch Judy and I a while longer, and then
called out, "Stop!" Judy immediately took her mouth away from my cock,
and sat back with her hands in her lap in a quite submissive manner. I
was just beginning to figure out what was going on. I had read about
this sort of thing in a pornographic book that I once had. Helen was
very definitely the one in charge tonight. I wondered what I had
gotten into. I did not think that I was into getting tied up and
whipped!

	"Time to get into your working clothes, Judy," Helen said in a
tone that just verged on an order. Judy did not answer, but stood up
to remove her dress. I was again treated to a view of Judy's body in
that pale blue lingerie. I almost did not care what happened to me if
I had the chance to have more of her that weekend. Helen turned for a
moment to pour herself another glass of wine, and Judy, seeing my
obvious quandry over what was going on, quickly whispered, "Just go
along with whatever she says. Nothing bad is going to happen to you."

	Helen took a long drink of her wine, and then stood. She
unbuckled the belt of her dress, and let it slide from her shoulders
tossing it onto a chair. The sight was nothing short of incredible!
Helen's breasts were huge. They had to be at least a 38C, and maybe
more. They were supported by a black half-bra that left her large
nipples completely exposed. If her breasts were large, her waist was
extremely tiny for a woman of her size. Around it was a black garter-
belt that held up her sheer stockings. Under the garter-belt she wore
a pair of black crotchless panties, and the pubic hair sticking
through the slit was as black as the hair on her head. All of her
lingerie was just plain black satin with no ornamentation at all.

	Helen sat back down with her ass just on the edge of the sofa.
She leaned back, and spread her legs to expose her pussy to our view
through the slit in her panties. "Billy," she said. "Please just stand
there and watch if you like. Judy, it's time for you to get me ready."

	I watched in amazement as Judy kneeled between Helen's legs,
and placed her mouth against Helen's cunt. Her tongue lapped out, and
started licking Helen's clit through the thick bush of hair. Helen
began to move on the sofa grinding her pussy against Judy's face. She
put one hand on Judy's head to hold her even tighter to it, and put a
finger of the other hand in her mouth to suck it like a cock. All the
while Helen was moaning, "Yes! Oh, yes! That's the spot! Harder! Get
me good and wet! Oh, your such a good little cunt-lapper!" I just
stood, and stared. I had never seen anything like this before.

	At last Helen said, "That's enough. I'm ready for him now."
Judy sto- od next to me, and we both followed Helen into the bedroom.
In there, Judy quickly turned down the bed, and Helen got into it on
all fours.

	She put her head down on a pillow leaving her ass sticking up
in the air on her knees. She spread her legs wide, and waited.

	Judy guided me onto the bed, and got me to kneel behind Helen.
She to- ok hold of my cock, and held it right at the opening to
Helen's pussy lips. "Fuck her hard!" Judy said, and held my cock as I
thrust it into Helen's wet and waiting cunt.

	Helen let out a long moan as my cock went into her. I put my
hands on her hips, and followed Judy's instructions. I fucked Helen
hard! If that was the way she liked it, that was the way she was going
to get it. I turned into a one-man pile driver. I pumped so hard that
the slapping of my body against Helen's ass was loudly audible in the
room.

	"Don't cum until I tell you to!" Helen called out with her
voice a bit muffled in the pillow. "Slow down for a while if you have
to, but don't cum until I tell you to!" It was a strain to hold back,
but I did my best. I rammed my cock into the raven tressed woman until
it almost started to hurt.

	"Okay! Give it to me... NOW!" Helen ordered at long last. It
was not a moment too soon for me. I do not think that I could have
held it back any longer anyway. A couple of more strokes, and my cock
fairly exploded inside of her. I pumped more cum than I had ever
cummed be- fore into Helen's hungry pussy, and still she cried, "More!
Give me ALL of it!" I gave her all I had in me to give, and then it
was over.

	My cock slipped out of Helen, and I flopped onto the bed on my
back next to her. In seconds, Judy's lips were around my cock, and her
ton- gue was licking me clean. Helen remained in her kneeling
position, and rubbed her clit with a finger enjoying the feeling of
being filled with my cum. Then she rolled over on her back, and lay
very still with her legs spread.

	Judy quickly finished what she was doing for me, and moved
over to Hel- en. Again Judy put her mouth against Helen's cunt, and
she started sucking out the cum that I had just worked so hard to put
there. Judy lapped it all out cleaning Helen's pussy with her tongue
as she had just cleaned my cock. Then she got up, and stood at the
foot of the bed to wait for Helen's next order.

	I was too spent to move. Helen sat up on the bed, and leaned
over to place a gently kiss on my now soft cock as she got up. "He'll
do fine," she said to Judy, and motioned for both of us to follow her
back into the living room. Judy had to urge me a bit to get out of
bed, and come along. Soon we were all back on the sofa, and Helen was
standing over us putting on her dress.

	"Have you told him about us yet, Miss Judy?" Helen asked. "No,
Mis- tress Helen," Judy replied. Helen smiled approvingly, and said,
"Good. Billy, you have been selected by Miss Judy to join a very
elite group. She will tell you all about it later. There will never
be any pain with this group regardless of the connotations of my
title. The only discipline we have is immediate exclusion from the
group. All I will ever ask of you to stay with the group is that you
do whatever I tell you, enjoy and learn from all that happens, and
address me as Mistress Helen when you speak to me. Can you do that?"

	I did not know what to say at that point, but I decided to
play along even if it was just to find out more about this from Judy.
"Yes, Mistress Helen," I replied.

	"Very good, Billy," Helen said. "You will be a fine addition
to our group. Miss Judy! I'm ready to leave now."