by Ann Douglas

Carl McHenry looked up from the textbook spread out on his
dorm room desk and out the window at the now dark sky. He had
been trying to understand the last economics problem in the review
for the last hour and still couldn't get it. Maybe he was just
overtired, he told himself. After all, he had been studying
non-stop for the last nine hours.

Attending the University on a scholarship, Carl needed to
maintain at least a B average. It was because he was having
problems in a few of his classes that the eighteen-year old had
decided to stay in the dorm this weekend and try and catch up.
With the last night of the Homecoming Weekend festivities in full
swing, most of the rooms around him were empty and for once,
even the halls were quiet. His roommate, Brian, had taken the
opportunity to take his latest conquest on an overnight trip as well.

"Maybe I should take a walk down to the Student Center and
get something to eat," Carl said to himself as he remembered he'd
only had a soda and some chips to eat since breakfast and the
dinner had ended three hours ago.

Carl was about to close his books when there came a knock
on the door. The sudden noise startled him since he'd become
accustomed to the uncommon quiet.

"Now who could that be?" the dark-haired teen asked
himself as he rose to his full five foot, six height and went to
answer the door. "Maybe its Donna Perez come to tell me that
she's tired of the Captain of the Football team and that it's me
that she really wants." He laughed to himself, thinking that he had
indeed been studying too long to even make a joke that silly.

Aside from being Head Cheerleader, with the emphasis on
the first half of that title, Donna Perez was the girl most of the
male portion of the freshman class dreamed about at night.
Dreamed of and, Carl was sure, used as a masturbation image. He
knew he did.

Opening the door, Carl wasn't surprised that it wasn't Donna
come to rock his world. What did surprise him was that it wasn't a
student at all. It wasn't even a member of the faculty.

The woman standing in the doorway was slightly shorter than
Carl with medium, brown curly hair and a face that looked like it
should be on a fashion magazine. She was wearing a short, black
sleeveless cocktail dress with a rather deep V-neck in both front
and back. The outfit made the student think she was one of the
Alumnus attending the Homecoming reception. Whoever she was,
she didn't give the appearance of someone who was lost.

"Can I help you?" he finally asked when he managed to take
his eyes off the firm rounded breasts that the short dress
displayed so prominently. A view that could easily banish Donna
from his nighttime fantasies.

"Hi there," the woman said with a smile, her words and the
slight giggle with which she spoke them giving Carl the impression
that she'd been drinking. "I hope I'm not disturbing you."

"No," Carl simply said, wondering what was going on.

"Good," she replied just as simply as she stepped past Carl
and into the center of the room.

Totally confused, the teenager let the door close behind
them and turned to follow her.

"It's just as I remember it," she said as she looked around
the small dorm room. "Isn't it amazing how some things never

Carl looked around the room as well. To his eye, it was the
same as every other room in White Hall. Her recognition of the
room at all made him think he knew what she was doing here.

"I take it this was your room at one time," he asked, sure he
had put two and two together. He'd heard of Alumni visiting their
old haunts during previous Homecomings.

"Not exactly," she said as she stepped over to his bed and
ran her hand across the headboard.

"Were you a student here?" Carl asked.

"Class of '86," she replied, allowing Carl to make a quick
calculation and put her age at thirty-eight, which was a lot older
than he would've guessed. "I had a room over in Wilson Hall on the
other side of campus." she added in clarification to his previous

That only confused him even more. If she had lived at
Wilson, what did she want with his room?

"I guess I really should explain," she said as she sat down on
the edge of the bed, an action that gave Carl an even better view
down her dress. "My name is Sandra by the way, Sandra Hoffman."

"Nice to meet you," the freshman said, hoping she hadn't
noticed the way he was staring at her breasts again. "And I'm

"When I was a freshman, a hundred years ago," she grinned,
"this was my boyfriend's room. And I guess, for a while, it was
sort of my room too, in a way."

Carl just nodded his head in understanding. It didn't take a
house to fall on him to realize that she meant that she used to
share her boyfriend's bed. Imagining how hot his visitor must've
looked like back then, he envied the guy who once had this room.

"This place had a lot of pleasant memories for me," Sandra
went on as she ran her hand across the center of the bed. "This is
actually the bed in which I lost my virginity."

Carl blushed at that comment, thinking that maybe it was a
little more information that he really needed to know. Evidently,
the older woman realized that as well a few moments later.

"I guess that's something I should've kept to myself," she
apologized. "Sometimes my mouth gets away from me when I've
had a little too much to drink."

"It's okay," Carl said.

"I'm sure the spot where you did it the first time is pretty
special to you as well," she went on.

Carl's reaction to that comment told her that she'd done it

"Oh I'm sorry," she apologized again, "I didn't realize, I

"It's okay, really," Carl said, not able to believe he was
standing here in short pants and a T-shirt discussing a subject like
this with a strange woman, "It's not like virginity is some kind of

Yet, that was exactly as Carl and many of his friends looked
at it. A disease that he wanted to cure himself of in the worse
way. So far, unfortunately, he hadn't found any girl on campus
willing to lend him more than a hand.

"No girlfriend?" Sandra asked.

"Not really," came his reply.

"Well I'm sure that it's only a matter of time," Sandra
smiled. "A nice looking young man like you is sure to attract the

"Did you and your boyfriend stay together after college?"
he asked, changing the subject to something less embarrassing.

"No, in fact Jimmy and I didn't even make it until the next
year," Sandra said, "that was his name, Jimmy Danson. I married
someone else that I met after him, which in hindsight was a
mistake. We broke up a few years later."

"I'm sorry," Carl said. He wasn't sure how you were
supposed to respond to things like that but he remembered his
mother always telling people she was sorry when she heard bad

"You don't have to be," she said, "it was probably just as
much my fault as his. I didn't score too well with marriage the
second time around either."

"Wow," Carl thought, "she's been married twice already."

"How come you're here all here alone while everyone else is
out having a good time?" she asked as again the subject changed.

"I'm a little behind in some of my classes," he replied. "I
figured I'd use the time to try and catch up."

"Not a bad idea," she said. "I think you're a lot smarter
than I was at your age."

Carl didn't say, but he certainly thought, that he'd gladly
have traded freshman years with Sandra. Or at least with her

"So what are you studying?" she asked as she noticed the
open textbook on the desk and got up to take a look.

"Economics," Carl answered as he moved to the open book as
well. "I've been stuck on a problem."

"Hmmmm," Sandra said as she quickly read the problem,
"that's a tricky one."

"Tell me about it," he laughed, "I've been trying to figure it
out for over an hour."

"Have you tried working it out this way?" Sandra said as she
picked up a pencil and started to put down a few figures on his
legal pad.

Carl had trouble following her for a moment as he leaned
over next to her to look at the pad. Then the numbers suddenly
made sense. The answer was so obvious that he felt a little stupid
not having seen it before.

"Don't feel bad," Sandra said as she looked up. "I've got a
masters in business administration. People pay me a lot of money
to know things like this."

Carl's embarrassment at not knowing the answer turned to
embarrassment of another kind. As Sandra turned, her dress
shifted and her breasts became even more visible from his vantage
point. This time, he could even see the edge of her nipples.

The deep valley of her breasts held his attention too long as
Sandra finally noticed. Rather than say anything, however, she
instead glanced in the direction of his crotch and saw the physical
evidence of the effect she was having on him. A small smile
appeared on her face.

"I guess I should take that as a compliment," she said,
causing him to finally take his eyes off her mounds.

He opened his mouth to say something, but she cut him off.

"I guess I should apologize again," she said.

"I get a hard-on looking down her dress and she's the one
who wants to apologize?" Carl thought, remembering that the last
girl who'd caught him doing that wanted to put his lights out.

"After all, I'm the one who came in here, dressed like this
and started talking about how I lost my cherry in that bed," she
went on. "I don't blame you for reacting like you did."

Carl didn't know what to say. This woman certainly had a
much different attitude than any girl his own age.

"In fact, I'm just realizing that I've created another
problem for you as well," she added. "How are you every going to
sleep in that bed at night knowing what I did in it. Especially since
you haven't met a girl yet lucky enough to be your first."

"I ..." Carl stammered, not sure what to say but thinking
that this had to be the strangest conversation he'd ever had with
a woman.

"So.....," Sandra said, drawing out her worlds, "I think that
maybe I should do something to set some of that right."

Carl really didn't understand what she was getting at. All he
was aware of was how close she was to him at that moment. Close
enough for him to smell her perfume. When she placed her hand on
his arm and leaned even closer, the young man was afraid he was
going to faint.

"Maybe we can make some memories of your own on that
bed," she whispered softly, "sort of continue the tradition."

With that, she pressed her lips against his and kissed him.

The kiss was unlike any Carl had ever gotten before. Not
even Julie Kent, the girl back home who had given him his first
blowjob had ever kissed him like this. He felt it down to his toes
as Sandra's tongue slipped into his mouth. At the same time, she
pressed one hand between his legs, rubbing it against his
cloth-covered cock. Then she took his left hand and pressed it
against the breasts he had so admired.

"Oh God!!!" Carl exclaimed softly when she finally let him
come up for air.

"I guess you liked that," Sandra laughed.

Carl's head was reeling as he tried to sort out what was
happening. Twenty minutes ago, his biggest concern was that the
grill down at the Student Center would still be open this late on a
Sunday. Now he had a woman in his room that had just groped him
and practically given him a tonsillectomy with her tongue.

"This had got to be a dream," Carl told himself, hoping at
the same time that it wasn't.

It also occurred to Carl that Sandra had obviously had more
than a few drinks before she decided to take a stroll down memory
lane. She might not be thinking too clearly, he told himself. Yet,
wrong as it might be, he couldn't bring himself to care about that.
Not with her hand still on his cock as she moved it back and forth.

Sandra took his silence as acquiescence and quickly undid the
buckle of his belt. It only took a heartbeat longer to undo the
button and zipper that barred the way to her prize as well. Before
Carl realized what was happening, the Alumni had his naked cock in
her hand.

"Quite nice," she said as she gently ran her hand up and
down its six-inch length. "You have a beautiful cock."

"Fuck!" Carl thought as the passage of her fingers over his
skin sent ripples of excitement through his body.

Sandra then leaned over and, tilting his cock to face her,
kissed the top of it. Then she ran her tongue across the head a
few times before she finally slid the crown between her lips.

"Oh God!" the young man gasped out loud as her tongue
continued to wash across his cock and her lips began to slowly work
their way down to the base of his shaft.

"Mmmmm," Sandra moaned out of the corner of her mouth
as she began to slowly bob her head up and down.

As she began to move faster and faster, with the suction on
his manhood increasing as a result, Carl realized the difference
between a woman and a girl. Julie Kent had a pretty good
reputation as a cocksucker back in his hometown. That was one of
the reasons he had wanted to date her. Every guy in school knew
that if Julie went out with you, the night would end with at least
you getting a little head.

But this was far beyond anything the small town girl was
capable of, despite her legendary list of conquests. In only a few
minutes, Sandra had brought him to the edge of orgasm. Even as
she sucked his cock, one hand reached down and played with his
balls. The other hand slid up and under the T-shirt Carl was
wearing, massaging his chest as well.

"I'm gonna ...." he started to say as a warning, but even that
was too late.

It had been a few days since Carl had indulged in
self-gratification so he had an abundant supply of whiteness
stored up. A bounty that exploded into Sandra's mouth with the
all the force his youthful body could muster.

In yet another example of experience over youth, the
thirty-eight year old handled it in stride. Not a single drop of
Carl's climax seemed to escape from her mouth as she continued to
suck him off long after he had been drained. It was only after his
cock began to grow soft that she released her hold and let it slip
from her mouth.

"That was amazing," Carl said in a breathless voice. "I
really don't know what else to say."

"Sometimes actions say a lot more than words," Sandra
replied as she ran her tongue across her lips and savored the last
remnants of his orgasm. "They make more of an impression too."

"Well you certainly gave me something to remember," Carl

"You don't think that was all there is, do you?" Sandra
asked as she again leaned forward and kissed him lightly. "That
was just a .... well let's just think of it as a coming attraction.
There's one thing I do remember about young men your age, and
that's that you can sometimes be a little quick on the trigger the
first time. Now that we've gotten that out of the way, we can
take our time."

The older woman didn't seem to be slurring as many of her
words as she did before. It was as if the activity of the last half
hour was burning the alcohol out of her system.

She certainly now seemed sober enough as she stood up
from the chair to face Carl. His eyes riveted on her, Sandra took
hold of the straps of her dress and slid each off her shoulder. She
then turned around, putting her back to the young man.

"Be a dear love and help me with the zipper," she said as she
looked back over her shoulder at Carl.

Without hesitation, he reached for the small metal clasp and
pulled it down until it reached a point just below her waist. Many
times he had zipped dresses both up and down for his mother or
one of his sisters, but this would be the first time he'd ever seen
one come off after he'd done so.

Sandra wiggled out of her now loose dress, letting it drop to
the floor. A movement of her feet sent her open toes shoes to the
side and with less difficulty that she normally had when she put it
on, her pantyhose followed the low-heeled footwear. Only her thin
white panties remained.

Still facing away from the young man whose room she had
invaded such a relatively short time ago, Sandra took two steps
back until his still hanging cock was pressed against the cheeks of
her ass. Taking both his hands in her own, she guided them around
her, placing each against her breasts, using her fingers to press his
into her flesh.

"Ooooo," Carl said as he felt the soft warmth of her body
against his.

Sandra moved her ass back and forth, causing his spent cock
to again show signs of life. Carl now had his fingers rubbing
against her erect nipples, playing with them like a kid with a new
toy. With her hands still around his, the brunette showed him how
best to massage the soft skin.

After a short while, Sandra moved his hands down her body.
Carl's heart skipped a beat in excitement as his fingers passed
under the elastic of her panties. The mound of hair beneath was
soaked with the manifestations of her passion.

Sandra guided his fingers to her sensitive spots and Carl
followed her lead. Using his fingers to stimulate a woman was one
thing that he'd had a great deal of practice at. A guy didn't get
anywhere with Julie Kent until he'd spent a lot of time making her
happy first.

"Oh yeah, baby," Sandra purred as she leaned back against
him even harder. "Right there, that's the spot."

Not needing both hands, Carl returned his other hand to her
breasts and continued to play with them. Looking down over her
shoulder, he watched her mounds rise and fall with each excited

"Faster," the brunette called out as the tides within her
began to rise, "do it faster!"

He was quick to comply, recognizing in her the same signs
he'd seen previously in Julie. Some things, he guessed, were

"I want you inside me," Sandra abruptly said. "I want your
cock in me!"

With that, she leaned forward and out of his grip, spreading
her arms out against his desk. Balancing on one hand for a few
seconds, she reached down and pulled down her panties to expose
her pussy.

"Put it in me," she called out as she spread her legs to make
it easier.

His pants still down around his ankles, Carl took hold of his
cock and guided it between her legs. This was uncharted territory
for him and, for a brief moment, he wasn't sure exactly what he
was supposed to do. Oh he knew the mechanics of it pretty
enough, having practiced it enough in his dreams, but he found the
real thing to be much more intimidating.

The long pause caught Sandra's attention as she reached
back with her free hand and took hold of his manhood, guiding it to
the right spot. Carl let out a loud sign of relief as he felt the folds
of her womanhood press against him as he entered her.

"Wouldn't want you to stick it in the wrong hole," Sandra
laughed as she returned her hand to the edge of the desk in order
to keep her balance.

Carl was sure he could take it from here. Remembering
images he had seen on some adult videos, he took hold of the sides
of her legs and began to pump his cock in and out of Sandra's
pussy. If the way her moans began to increase in volume and
intensity were any indication, he was doing just fine.

"Oh God, yes!" she cried out as his cock raced in and out of
her, sending cascading waves of delight through both bodies. "Fuck
me, fuck me hard!"

Carl didn't know how he could do it any harder, but that
didn't mean he couldn't try. The pressure in his loins was
tremendous, unlike anything he had ever felt before. He felt
lightheaded as his entire being concentrated on one goal. A goal
that would forever cure him of the virgin disease. Not that he
didn't think he wouldn't need more applications of the cure in the

Time seemed to slow to a crawl as the two of them became
one. Each time Carl entered her felt better than the last. Now he
understood why guys spent so much time trying to get into a girl's

Suddenly, the moment he had dreamed of was upon him. His
body began to tremble and his legs felt weak as he exploded inside
Sandra. Never had he felt so good as he did at this moment. Part
of him felt he should be saying something memorable to celebrate
the occasion, but all he could manage was a loud grunt. No matter,
he later thought, it wasn't as if he was ever going to forget any
aspect of the experience.

"That's it baby," Sandra called out, more in control of
herself, "give me all you've got. Keep going, I'm almost ...."

Then she lost it as well as the last bursts of his orgasm
triggered her own. Her body tensed up and then shivered
uncontrollably. She thrashed from side to side, moaning loudly as
passion overtook her.

It was all Carl could do to stay on his feet, his body totally
drained. It amazed him that he could actually feel her orgasm as
the walls of her pussy contracted against his cock. Never again
would he wonder about the difference between having sex alone
and actually being with a woman.

After catching her breath a short time later, Sandra lifted
herself up and off her young, no longer virginal lover. She pulled up
her panties and reached down for the discarded dress on the floor.

"I hope I was alright," Carl said, again at a loss for words.
It would take some time for him to fully put the last hour into

"Alright?" Sandra said as she adjusted the straps of her
dress after climbing back into it. "Let me tell you something my
young friend, you were a lot more than alright."

Slipping on her shoes, she presented her back to Carl again
to let him zip up her dress. Bundling her pantyhose into a ball, she
tossed them into the small purse she had been carrying. The
student took the opportunity to pull up his pants as well.

Now fully dressed, if not totally presentable, Sandra
wrapped her arms around Carl and gave him one last kiss. The
press of her body was enough to still make his totally depleted
manhood stir.

"When you remember this in years gone by," Sandra said,
"and I know you will remember it, I want you to remember one
more thing. I didn't do what I did because I'd had too much to
drink or I was feeling nostalgically depressed and just a little
horny. Okay, maybe there was a little bit of that involved. But you
are really cute and if I met you under different circumstances, the
same thing might have happened."

Carl didn't believe a word of what she was saying, but still
thought it was a nice thing to say. She kissed him one more time
and then headed for the door.

"You know," she said as she opened the door but paused to
look back at him, "we never did make it to the bed. But I guess
we were close enough."

Then, just as quickly as she had appeared, she was gone.


It all suddenly caught up with Carl and he had to sit down on
the bed. His life had changed forever and he didn't know what to
do next. Dropping back on the mattress, he closed his eyes. Just
for a moment, he told himself, but it turned out to be a moment
that lasted until the early morning. His eyes didn't open once more
until the buzz of his alarm clock announced that he only had an
hour until his first class.

"Man, that has got to have been the most intense dream I've
ever had," he said to himself as he glanced in the direction of the
unused bed on the other side of the room, a sign that his roommate
hadn't yet returned from his weekend trip. "I've got to stop
reading that Internet porn that Brian keeps downloading."

The eighteen-year-old quickly grabbed a change of clothes
from his dresser to take with him to the shower down the hall.
The sleep had done him good but he promised himself once more
that he'd change his study habits and cut down on the marathon
sessions. Not that he was complaining too much about the
direction his overtaxed brain had taken him this time.

"As if something like that could actually happen in real life,"
he laughed as he tossed the textbooks for his morning classes into
his carry bag.

He reached for his wallet on the desk and suddenly stopped
cold. A chill ran through his body unlike any he had ever felt

"Oh My God," he gasped.

There, on the edge of the desk, sat his legal pad with the
answer to the last of the review problems. An answer in a
handwriting not his own.


 (c) Ann Douglas 2002
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