It was in my third year of high school. I had a close group of guy friends but I had always been unlucky with the opposite sex.
It wasn’t uncommon for guys our age to be virgins but I had absolutely no sexual experience with another human being. This was even more embarrassing because I was a year older than my friends. I was seventeen while they were all sixteen.
Most of my guy friends had girlfriends and had all progressed to at least second or third base. The only one in our group who had lost his virginity had the same girlfriend since middle school. We didn’t see him much anymore either as he chose to spend most of his time with his girlfriend instead.
I had become the obligatory third wheel on most nights, but I didn’t mind it. I would usually hang out in the living room while my buddies would finger or dry hump one of their girlfriends.
There was one particular house that I frequented more often than the others. It was the house of one of my best friend’s girlfriends. Her name was Brooke.
Brooke was a popular girl in our school. She was a drop-dead gorgeous blonde, and she was the head cheerleader. Sounds cliche but it’s true.
Turned out she loved my friend’s dorky sense of humor over any of the jock’s that tried throwing themselves at her.
She lived with her mother who was now divorced and single. She considered herself a cool mom and let her daughter get away with everything, including making out with her boyfriend Tom behind closed doors.
Her name was Katherine but she preferred to be called Kat. She looked just like her daughter, just slightly older and more voluptuous. She was always very nice to me, and her large breasts were just an added bonus.
On one of the days that we were there, I hadn’t seen Kat and thought she wasn’t home. I sat on the couch whose back rested against the wall that was shared with Brooke’s bedroom.
Their moans of pleasure could be heard clearly through the thin walls of the old house. My cock reacted to the sounds and it grew hard as I grew horny.
I was rubbing my cock over my jeans with my eyes closed when Kat walked into the room. She was wearing a robe and smelled like she had just gotten out of the shower.
I didn’t notice her walk into the room and I don’t know how long she had been standing there while I touched myself.
Kat didn’t say anything, she just stood there are watched me. The only thing that alerted me to her presence was the aroma of fresh soap.
When I opened my eyes and saw her, I moved my hands to my sides quickly. I was trying to hide the fact that I was touching myself but instead just ended up revealing the large bulge in my pants.
“I didn’t know anyone was here,” Kat said while taking a long look at my bulge, “But since you are, maybe you can help me out.”
“Sure,” I said, “Whatever you need.”
Kat smiled and pulled out a bottle of lotion from her robe pocket. She then turned and sat down right next to me.
“Would you mind rubbing this into my back? I can’t reach.”
Kat handed me the bottle and then pulled her robe off of her shoulders and down to her waist. She did not attempt to cover her breasts from my view and she even closed her eyes and rolled her neck while I preceded to get an eye full.
Kat opened her eyes and saw me gawking at her exposed tits? She smiled again and then turned her back towards me.
I put a fair amount of lotion into my hands and then placed them on her shoulders. Just then Brooke let out a loud moan.
“Sounds like they’re having fun,” Kat said, “That’s good, it means it will be a while before we get disturbed.”
I continued to rub Kat’s back and shoulders as she let out little moans of her own. My cock was rock hard and leaking pre-cum at this point.
“That feels so good,” Kat said, “I’m going to have to return the favor.”
I had covered Kat’s back with lotion three times over when she finally pulled away from me. She turned her body to face me.
Kat left her robe around her waist, and said, “That was so relaxing, do you mind if I lay down for a bit?”
I didn’t mind, but I was a little disappointed that she would be going back to her room though.
“No, I don’t mind. Go ahead,” I said.
“Thank you,” Kat said with a smile and then rested her head on my lap.
I was surprised but no longer disappointed. I looked down and saw Kat’s tits still exposed and then I watched her as she brought her hand up under her head and rested it right on top of my cock.
“You were so nice for rubbing my back like that, would you like me to give you a rub too?”
“Sure,” I said, expecting her to sit back up.
Kat started moving her hand up and down my hard cock, over my jeans, “How’s that?” she asked.
I responded by letting out a small moan and then placed my hand on her exposed waist.
“Does that feel good?” she asked.
“Yes,” I moaned.
“I bet it would feel even better without your jeans in the way. Would you like to find out?”
Brooke let out another moan from the other room, and the bed started squeaking.
Kat stopped rubbing my cock, and said, “Well?”
“Yes, please,” I responded.
Kat lifted her head slightly and undid my pants with one hand. She opened my fly and then pulled down the front of my underwear, revealing my hard cock.
Kat wrapped her fingers around my shaft and lifted my cock as she lay her head back down.
“You have a beautiful cock!” she said.
“Thank you.”
Kat ran her hand up and down my cock a few times before letting go and letting it fall back down onto my stomach. I could feel Kat’s hot breath on the tip of my cock when I felt her hand grab mine.
“Why don’t you rub me some more while I rub you?”
Kat pulled my hand and rested it on top of her large breast. My cock jumped as soon as I realized where my hand was.
“You like that don’t you? Do you like my breast?”
“Yes, I do, very much.”
“I figured as much. Don’t think I haven’t caught you looking at them several times. But this cock of yours, I’m disappointed that I haven’t seen it sooner.”
I rolled her hardening nipple between my fingers and squeezed her plump tit.
“The tip of your cock is dripping pre-cum all over your stomach. Would you like me to clean it off for you?”
“Okay, if you don’t mind.”
Kat lifted her head and then began licking my stomach. Once she had cleaned off all of the pre-cum she stroked my cock and milked it until more pre-cum dripped onto my stomach.
Kat licked my stomach again and then said, “We’re running in circles here. Perhaps there’s a better way.”
Kat lowered my cock to her mouth and then wrapped her lips around its head. She pumped my cock faster as she sucked on the tip of my cock.
“Mmm,” I moaned, “You’re going to make me cum.”
Kat slowed her strokes and removed her mouth, “Not yet. I think you’ll like this next part even better.”
Kat sat up and then moved to the floor between my legs, “Skoot forward and hand me the lotion.”
I lifted my ass to move forward and when I did Kat grabbed my pants and underwear, and pulled them down to my ankles.
“That’s better,” Kat said as I handed her the bottle of lotion.
I was able to get my best look at her tits as she kneeled in front of me. I watched intently as Kat smeared lotion all over and in between her breasts.
I wasn’t sure what she was doing until she sat up and pressed her tits around my cock.
“I know how much you love my tits, how would you like to fuck them?”
“Oh my God,” I said and then started trusting my dick through her soft flesh.
I thrust up and down as Kat squeezed. Her tits felt like nothing I had experienced before. I was so overcome that I grabbed the top of her head and pushed down as I thrust upward.
After several thrusts, Kat’s head was between her tits and my cock was sliding in and out of her mouth.
“Oh my God! Oh my God!” I moaned.
Kat lifted her head and asked, “Are you going to cum?”
“Yes!”
Kat sat back and jerked my cock, “Cum on my tits!” she said.
That was all the encouragement I needed.
“I’m cumming!” I announced.
Kat point my cock at her tits just as I unleashed rope after rope of thick cum all over her tits.
I thought it was the most erotic sight ever. I wanted to fuck her right then but my cock was not in agreement at the time.
Kat stood up and admired the mess I had left. She gave me a big smile and said, “You better pull up your pants now, as much as I’d hate for you to hide that magnificent cock.”
I pulled up my pants and just finished closing my fly and belt when I heard Brooke’s door open. Kat pulled her robe closed just in time, leaving my cum on her tits.
“What’s going on?” Brooke asked her mother.
“I was just asking Alex if he wanted anything to eat.”
“We were just about to leave,” my friend Tom said, “Maybe next time.”
“Okay. See you next time then,” Kat replied.
***
Two weeks had passed and I was hanging out with Tom at his house when Brooke called.
“Do you want to come over and watch a movie?” she asked.
“I’m hanging out with Alex right now, babe.”
“He can come too if he wants.”
Alex looked at me and said, “Do you want to go watch a movie at Brooke’s house?”
“Sure,” I replied.
“We’ll be there in twenty minutes,” he said into his phone.
Brooke lived twenty minutes out of town and away from everything. It was nice and quiet but so inconvenient.
When we arrived at the house Brooke answered the door. She was wearing a pair of short shorts and a short mid-drift shirt that allowed the bottoms of her braless tits to peek out from underneath.
My cock responded to the image in front of me, but I had to keep my hornyness toward my best friend’s girlfriend in check.
The three of us sat on the couch and started to discuss which movie we should watch when Brooke’s mom entered the room.
She was wearing the sexiest little summer dress. It was white with a gray floral print. Her shoulders and cleavage were exposed as the dress was held up with two little spaghetti straps. It was obvious that she was not wearing a bra as her tits swung freely under her dress as she moved.
The bottom hem of her dress stopped just below her tight ass cheeks. If my cock wasn’t already hard from looking at Brooke, it would be then.
I even noticed Tom eyeing her body up and down. I don’t know if Brooke didn’t notice or just chose not to call him out on it.
Kat seemed pleasantly surprised that we were there. She asked us what our plans were for the evening. We told her that we were just going to chill at the house and watch a movie.
“Why don’t I make you guys some food before you start and then I will leave you alone for the rest of the night,” Kat suggested.
Everyone agreed and Tom asked if she could make sandwiches.
Kat was delighted by his suggestion and headed off into the kitchen. Tom and Brooke returned their attention back to picking out a movie while my attention was still focused on Kat as she busied herself in the kitchen.
I watched her as she bent over giving me a view down her top as her tits pushed the material of her dress further away from her body.
I especially enjoyed watching her reach up into the cupboards causing the back of her dress to lift, displaying her shapely ass.
Kat had placed most of the ingredients on the counter and was slicing a tomato when she suddenly yelled out, “Oh shit?”
“What’s wrong?” Brooke asked.
“Did you cut yourself?” Tom panicked.
“No, nothing like that,” Kat said calmly, “I don’t have any bread.”
“Oh,” we all said with relief and disappointment in our voices.
“Brooke, Honey,” Kat said, “Will you be a doll and run to the store for some bread?”
Brooke did not have her license yet and she depended on Tom or her mom for rides. The closest grocery store was 20 minutes away which would mean that it would take at least fifty minutes to an hour to get there, buy the bread, and then come back.
“Can’t you just make something else?” her daughter pleaded.
“I’ve already prepared everything and I don’t want it to go to waste. Just hustle along and you’ll be back before you know it.”
“Fine,” Brooke relented, “Let’s go guys.”
“Oh, umm,” Tom started, “Alex doesn’t have to come if he doesn’t want to. It will just be a boring car ride anyways.”
I knew that Tom and Brooke liked to fool around in the car on the long drives to and from town. She would occasionally give him a hand job with me in the back seat even. But her favorite thing to do was give Tom a blow job while he drove, but she wouldn’t do that with me in the car.
Brooke and I both picked up on what Tom wanted and agreed.
“You can stay here and watch TV until we get back if you want,” Brooke added.
“Sounds good to me,” I replied.
Tom and Brooke turned to head out the door, “Keep Alex company while we’re gone, Mom,” Brooke said.
“I’d be happy to,” Kat said with a smile on her face.
As soon as the front door closed Kat turned to me and said, “I need your help in the kitchen, Alex. I want your opinion on something.”
“Okay,” I said as I rose from the couch and made my way to the kitchen.
As I was walking, Kat opened the refrigerator and pulled something out. She turned her back to me and leaned over the back counter.
“I need you to tell me if you think this tastes good,” she said with her back still to me.
I was standing a few feet behind her when I heard the sound of an aerosol can spraying out its contents. My eyes went wide when Kat turned around.
She had pulled one of her large tits out of her dress and covered her nipple with whipped cream. She held up her tit with her hand and presented it to me.
“Will you taste this and tell me if you like it?”
I was licking my lips as I thought about wrapping them around her nipple. Without saying I word, I leaned in and placed her nipple in my mouth.
Kat cupped the back of my head with her free hand and continued to hold up her breast with the other.
I placed my hands on her skinny waist and pulled her into me as I licked and sucked on the savory treat in my mouth.
Kat let out small moans and then let go of my head, “You seem to be enjoying that. Perhaps you will like this one too.”
She pulled her other tit out of her top and covered the nipple with whipped cream.
I unlatched from her nipple and then latched onto the other. As I sucked on her nipple, she pinched and tweaked the other.
“Sweety?” she said.
I removed her nipple from my mouth and looked her in the eyes.
“I know you’re enjoying yourself but I think I need to sit down. Do you mind?”
I shook my head and Kat smiled. She held the can of whipped cream in one hand and took my hand with the other. Kat led me into the living room. I thought she was going to sit on the couch but she continued past the couch towards the hallway leading to the bedrooms. Her tits were still pulled out of her dress as we walked.
I followed her and she pulled me into her bedroom. Her room was much bigger than I had imagined. In the center of her room was a large four-poster bed. It looked sturdy and large enough to handle half of the football team.
I began to visualize Kat doing just that when the sound of her bedroom door closing behind me brought me back to reality.
Kat sat at the foot of her bed and pulled me close to her, “I saw how much you enjoyed your treat. I would like to have a taste as well.”
At first, I thought she was going to lick her own nipple until she grabbed the sides of my shirt and started lifting it. I took the hint and lifted my shirt over my head and threw it on the ground.
Kat pointed the nozzle of the can at my nipple and pressed her finger against the nozzle, covering my nipple with cold whipped cream. Before doing anything else, she moved the can to my other nipple and covered it as well.
Kat pulled me closer by the front of my pants and began licking my nipples. She alternated from one to the other while also rubbing the front of my pants.
My hands went down to her tits and I fondled them at the same time. Kat then leaned back and looked up at me, and asked, “Are you enjoying this?”
Before I could answer my pants fell to the ground. Kat had undone my belt and pants without me noticing.
Kat looked down at my crotch and saw my hard cock pushing my boxers outward, “It looks like you are. Would you like to continue to taste each other’s treats?”
I answered her questions by pulling my boxers down and then stepping out of them and my pants.
“Good,” Kat said and then leaned back onto the bed.
She took the whipped cream and ran a trail up one of her inner thighs and then back down the other. She did not go beyond the hem of her dress and her indecency was still covered from view.
I kneeled in between her legs and slowly ran my tongue up her thigh. Kat moaned and placed her hand on my head. It was not there to pull me in, but rather to stop me when my tongue got too high.
Feeling her hand press against me, I moved my tongue to her other thigh and licked my way back down. When I reached the end I stood up and Kat sat up.
She looked at me and laughed slightly, You’ve got some whipped cream on you. Come here and I will get it.”
I leaned down to eye level with Kat and then she pulled my head to hers. She licked the whipped cream off of my cheek and then began to make out with me. She slid her tongue into my mouth and we french kissed each other.
Kat grasped my cock and slowly stroked it while we kissed. She finally broke the kiss and then said, “More.”
I leaned in for another kiss when Kat pushed against my chest. I stopped and saw her hold up the can of whipped cream and then she repeated, “More.”
I stepped back and Kat dropped to her knees. She ran a trail of cream up one of my legs, across my ballsack, and then back down the other leg.
She pressed her tongue against my leg and slowly licked upward. Before reaching the top she switched to my other leg and slowly liked up.
She then sat back, looked at my balls covered in cream, and then opened her mouth and sucked my balls into her mouth in a quick and smooth motion.
Her mouth and tongue felt so good against my sensitive sack. I had to intentionally think of something else to keep from blowing my load too early.
I was breathing heavily and Kat stopped and said, “Don’t cum yet. I have a lot more planned for you. Perhaps we should switch again so you can calm down.”
Kat rose to her feet and then climbed onto her bed fully. She shook the can of whipped cream and then slowly lifted the hem of her dress revealing her lack of panties and shaved pussy.
She pointed the can at her clit and covered it with a dollop of whipped cream, “Enjoy this treat, and don’t stop until I tell you.”
I crawled onto her bed and said, “Can I see the can, please?”
She looked at me inquisitively but then handed me the can. I lifted her leg by her ankle and then covered her big toe with cream.
I could see in Kat’s eyes that she liked where this was going. I lifted her toe into my mouth and sucked the cream off. I ran my tongue all around her toe even between the web of the next toe.
Kat couldn’t sit still as I gave her pleasure through her toe. Not wanting to delay my prize much longer, I stopped sucking her toe and sprayed some whipped cream on her ankle. I licked it off and sprayed it again a little higher. I continued like this up her leg until I reached her pussy.
We locked eyes as my tongue reached out and then slowly traveled up her wet slit. I licked the inside and outside of her opening, leaving the dollop of whipped cream on her clit for last.
Kat moaned loudly and grabbed a tuff of hair on my head, “Don’t stop. That feels so good,” she moaned.
I continued licking her pussy until she said, “I’m going to cum! Lick my clit!”
I lifted slightly and then lowered my mouth over her clit. I sucked the cream into my mouth and felt the nub of her clit get sucked into my mouth. I sucked on it like I had her nipples when I felt it start to pulse in my mouth.
“I’m cumming!” she screamed loudly.
I slowly licked her clit until she said, “Stop, it’s too sensitive.”
She then grabbed the can of whipped cream off the bed and sprayed some whipped cream into her belly button, “Eat that,” she said.
I moved up and sucked the cream out of her belly button. She then sprayed a little bit at the base of her tits, “Now that,” she demanded.
I moved up her body and licked off the cream. Next, she ran a trail of whipped cream up the middle of her breasts, “Come and get it,” she teased.
I took my time running my tongue up her cleavage. I enjoyed this more than I realized. Once all of the whipped cream was gone from her breasts, I looked up and saw a small pile of whipped cream on Kat’s lips.
I slid up her body and began to kiss Kat. She returned my kiss and placed her hands on my bare ass. She squeezed my cheeks between her fingers and then she pulled my ass into her.
I felt the head of my cock press against the opening to her pussy. I froze, Kat felt my hesitation and whispered, “I want your cock inside me.”
“I don’t have any condoms,” I told her.
“That’s okay. Just pull out of me before you cum.”
I slowly pressed my cock forward when Kat pulled my ass again. The full length of my cock slid into Kat’s wet pussy. Kat took a deep breath and then said loudly, “Oh my God! Your cock feels so good. Fuck me. Fuck me good!”
I began rocking my hip and thrusting my cock inside of her. Kat clawed her nails down my back and sucked on the sensitive part of my neck.
“Yes, yes, yes! Right there! Fuck me just like that.”
Her screams were turning me on even more. I fucked Kat as she screamed, and moaned, and whimpered in my ear.
“I’m coming again!” she screamed, “Don’t stop. Fuck me harder!”
I felt a sudden puddle of wetness between my legs and Kat’s pussy clenched around my cock, making her pussy feel even better.
“I’m going to cum!” I moaned.
I started to pull out of Kat when she wrapped her legs around me and held me inside her.
“Don’t stop! Fuck me harder! I’m going to cum again. Your cock feels so good inside me.”
I went back to fucking her tight pussy. I fucked her hard and fast, hoping I could get her to cum before I did.
Her pussy felt so good. I could feel my balls tighten. I was not going to last much longer.
“Oh Fuck! I’m cumming!” I heard yelled.
My cock pulsed and pumped my cum inside Kat’s pussy, before I realized that it was me that screamed out.
“I’m cumming too!” she moaned.
The two of us held on to each other tightly as we exchanged fluids at the climax of ecstasy.
We then gave each other a quick kiss and rolled off the bed. Kat looked at her watch and said, “You still have plenty of time to get dressed and relax before Tom and Brooke get back.”
We got dressed and made our way back out to the living room. Kat and I were shocked when we saw Tom and Brooke sitting on the couch finishing off the last few bites of sandwiches.
“How did you get back so soon?” Kat asked.
“We decided to ask our neighbor down the road for some bread so we didn’t have to be gone for so long,” Brooke answered.
“That’s great,” Kat replied, “I was just having Alex fix a loose board on my bed that had been driving me crazy.”
My face was beet red at this point. I knew from the looks on their faces and the thin walls in the house that we were caught. At least Tom and Brooke went along with Kat’s lie. But I knew I would hear about it later.
We continued the night as normal and Kat even joined us in watching the movie. It was hard to watch the movie though since Kat kept rubbing my cock discreetly under the blanket that we all shared, “My pussy is full of your cum,” she whispered in my ear, “It’s making me so horny.”
When the movie credits started rolling my cock was rock hard and it was late into the night.
Brooke looked over at her mom and said, “It’s pretty late, Mom. Can Tom and Alex spend the night so they don’t have to drive home tired?”
“That’s fine with me dear, but the couch isn’t big enough for two to sleep on and it’s not very comfortable either.”
“Tom can sleep in my room, and your bed is pretty big. Alex could share your bed if you’re okay with that.”
“I’m okay with that as long as Alex is comfortable with that arrangement.”
“Sounds a lot better than the couch,” I replied.
“It’s settled then. Let’s all head to bed,” Kat said with a smile.
