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I was 16, a magical age. My best friend, Paul, was spending the summer
with his father and had given me his paper route while he was gone.
It had taken me a couple of days to collect from all his customers and
I was dropping off the receipts with his mother, Shelly.

She was a good-looking woman in her mid-30's. I'd know her and Paul
for quite some time and was on a first name basis with her.

"Here it is, Shelly. Took me a while to catch everyone at home." I said.

"No problem, Mark. I'll run it by the newspaper offices tomorrow.
Now I've got a slight favor to ask of you. With Paul gone, I really
need the grass mowed. Would you mind? You can have a dip in the pool
and $20 when you're done."

That seemed more than fair to me, I was trying to save up as much as I
could to get a car next year and I didn't mind the work. I was trying
to burn off the last of my 'baby-fat' and had just discovered the weight
room at the local YMCA. I was still a little chunky, but was starting
to look pretty good. I stripped to my swim trunks (I wore them under
my clothes, thinking I could ride up to the lake after I was done with
the paper stuff anyway) and started in.

As I pushed that old mower around, I could hear the sound of a shower
going in the house. Shortly after that, I heard Shelly splashing around
in the pool. I was a little excited at the prospect of seeing her in
her bathing suit (she was nice looking, small breasts, long pretty legs,
nice figure and a lovely, sweet face) so I hurriedly finished the rest
of the lawn. I shoved the mower in the shed and made my way back around
the house. As I passed the pool, I heard Shelly yell over the fence,

"Go on in and shower, Mark. After that you're welcome to join me out
here. I wasted little time in the shower, mainly making sure all the
grass clippings were washed off along with the sweat. I was breathing
a little hard by then and almost ran out to the pool. Shelly was laying
on a chair with a modest bikini on, sunning herself.

She seemed to be almost dozing (hard to tell under those sunglasses!) so
I treated myself to a long look at her. As my eyes roved over her body,
I could feel myself starting to get hard so I quickly jumped in the pool.
The cool water really felt good, so I contented myself with swimming laps,
trying to get the image of Shelly's body out of my mind and hoping the
cool water would ease my erection. I had just about succeeded when I
heard Shelly ask me to get her a beer out of the cooler by the pool.

I awkwardly climbed out and went over to the cooler. She told me to get
myself one, just not to tell. I was determined to look anywhere except
her body. I walked over to her, looking at the cans and held one out
to her. I almost jumped when her hand touched mine!

"Sit down, Mark. You must be thirsty and tired after that job you did
on the lawn. Relax." she said. I sat down in the chair next to hers.
We drank our beers and talked about lots of things: school, plans for
the rest of the summer, and then about her ex-husband.

"I hate having to send Paul out to visit his dad, that man is such an ass.
One girlfriend I could almost understand and could forgive him for,
but three! That's going a bit too far!."

The beer on an empty stomach must have gone straight to my head as I said,
"I can't understand how he would want any other women but you, Shelly.
I mean...Uh"

She laughed, a very pretty laugh. "That's so sweet of you Mark.
Don't ever change. Although, I must say you have changed a bit in
the last few months. Paul told me how hard you were working out.
It's really paying off."

I stammered out my thanks and was just about to go back in the pool
when Shelly asked me to rub lotion onto her back. I couldn't say no,
so I started in. I started with her shoulders and as I rubbed it in
she actually purred! I moved lower and as my hand neared the strap for
her top she reached back and undid it! I couldn't believe it. I looked
down and to the side and could see the gentle swell of one breast.
I was rock hard in an instant. I was sure she didn't intend anything
so I continued to rub lotion into her.

After I finished with her lower back, being careful to avoid her rear, I
started in on her legs. I started in with her ankles, moving my way up.
As I moved up, she moaned a little and spread her legs. By the time I
made it to her thighs, my cock was twitching and I knew the cold water
of the pool would do nothing to ease that monster. I was afraid to go
any further up her legs and was reaching to put the bottle on the table
next to the chair when my slick hands slipped and I went crashing down
on top of Shelly! I could feel my dick poke the crack of her butt as
I went down. I jumped up immediately, practically crying at that point.

"I'm so sorry, Shelly. I hope I didn't hurt you. I slipped! I didn't
mean to..."

"Hush, Mark. It's ok. No damage done. Help me up though, ok?"
My crash into her had caused the lawn chair to collapse. I reached down
my hand to hers. As I pulled her to her feet, she didn't release my hand.
I was trying very hard not to look at her naked breasts. Fear that I
had hurt her provided the necessary incentive.

"Are you sure you're ok, Shelly? I really hope I didn't hurt you."
I said as I put my other hand on her shoulder to steady her.

I'm fine, Mark. Really."

And with that she came into my arms. I could feel her pressing against me.
This was no chaste hug like from Aunt Peggy at Christmas. This was
someone trying to mesh their body with mine. I turned my face to hers,
probably to ask some stupid question. As I did, her lips came up to
meet mine.

Immediately, my cock was back to attention. I knew she had to be able
to feel it. She opened her mouth and eased her tongue into my mouth.
I could feel her breasts against my chest, her nipples hard little points.
I brought my arms up around her and held her close, everything but
this kiss forgotten. Finally, she broke the kiss and reached a hand
down to my shorts. I almost exploded as she rubbed me through them.
She suggested we go inside. I think I would have agreed if she had
suggested we bathe in a pool of sharks at that moment.

Inside her bedroom, she turned to me again and we kissed. Our tongues
danced a passionate dance in each others mouths. I brought my hands
up to cup her breasts. It just felt so right. I could feel her heart
pounding as I rubbed them. Drawing on the limited experience the porno
mags and 7mm films my father kept 'hidden' had provided me, I pulled
and tweaked her nipples, causing her to gasp.

"Oh, suck them, Mark. Please suck them."

I was taught to obey my elders, as if I wanted to refuse! I bent down and
took a nipple between my lips and sucked. I sucked, nibbled and licked
each breast and nipple in turn. Shelly continued to moan and urge me on.
After a while, she pushed me away slightly and lay down on the bed.

She motioned for me to lay beside her. We kissed more at that point and
then she started to kiss her way down my body. She licked and sucked
at my nipples, making my cock ooze and twitch more. When she got to
my shorts, she quickly pulled them down and tossed them aside. My cock
was standing straight up. I wasn't very well endowed, but it felt like
I had at least 7 inches at that moment. She began kissing around my
cock, licking and blowing on my balls, nibbling at the base of my penis.
I told her that I was sure I was going to cum any second.

Without a word, she took me into her mouth! I thought I was in heaven.
I had never felt anything that felt as good. I could feel her throat
muscles working on the head as her tongue did impossible things with the
rest of my cock. When she started to bob her head and apply suction, I
could no longer contain myself. With an inarticulate cry, I began to cum.
It felt like I was pouring gallons down her throat. It must have tasted
pretty good to her, because she swallowed every drop. At last, she let
my cock out of her mouth. I was still almost as hard as I had been.
Ahhhh, youth!

"Turn-about is fair play, darling. Here, let me position myself over you
like this...there we go. Now just lick, suck, do whatever comes natural
to you. Don't worry, you won't hurt me. And I'll tell you what feels
best for me."

And so I began my first experience with performing oral sex on a woman.
I was clumsy at first, but it was easy to tell by the way Shelly would
gasp, what felt best.

Finally, I fastened my lips on what I knew had to be her clit and sucked
and nibbled.

Shelly went crazy! She moaned, she screamed, she thrashed. My face
got extremely wet as fluids from her soaked me. And I was more than a
little surprised to find I enjoyed it. I'd heard the older kids talk
about eating a girl out and how it can taste so gross. I could have
lived on a steady diet of it!

Shelly lay down beside me again, and told me how wonderful I was at
eating her. I replied by kissing her. We could both taste our own juices
as we kissed. She reached down to stroke me and found me still hard.

"Please, Mark. Fuck me now! I need this so badly!" I positioned myself
on top of her and pressed the head of my cock at her wet hole.

She reached down to guide me in and I knew I'd died at that point!
As good as her mouth had felt, this was better. She wrapped her legs
around me and pulled me deep within her. I could feel her hot pussy
stretching around my cock.

It seemed to be sucking me in, milking me for all I was worth. And as
we made love, we continued to kiss, to play with each others bodies.
To whisper loving things to eachother. As I was nibbling at her neck,
She started to thrash. I started moving in her faster as she moaned.
She let out a scream, a single word, "YES!" and I felt the walls of her
vagina squeeze me. That was all it took.

I shot off my second huge load of the day inside her. We both just
seemed to keep coming and cuming. Finally, we could take no more.
We ended up sleeping in each others arms.

We talked a lot after we woke up. I agreed that I wouldn't tell any of
my friends about this (Who would believe it?) especially Paul. We also
agreed that if the relationship were to continue at all, it would be
on her terms. I was happy with that. I had this beautiful 35 year old
who seemed to honestly love my body.

Who was I to argue? I looked at the clock then and told her I would have
to leave for home soon, or my mom would worry. As she kissed me again,
I realized I could probably spare a few minutes...


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