Ken

She bobbed up and down, each time trying to get more of me into her mouth. I could hear her mumbling softly to herself, "I know I can. I know I can." Soon she had me completely in her mouth. Her nose was in my pubic hair and I was beyond her mouth into the upper part of her throat. He tongue was dancing aground my cock where it could reach and her fingers were squeezing my balls. She couldn't breathe that way so she was moving up occasionally to take a deep breath and then returning to swallow me whole.

Every muscle in my body was tense trying to postpone the inevitable. I knew I couldn't hold back much longer and I was afraid she'd choke or worse when I came.

"Mel, I'm going to cum."

She backed off slightly and I pulsed load after load into her mouth. I must have erupted six or seven times before I stopped. Mel swallowed every drop.

She lay with her head in my lap, slowly stroking my softening cock and treating it to an occasional kiss. "Damn, that was great," she exclaimed.

She crawled up alongside me and had me move over so she was in the middle of the bed. "Now it's your turn," she said.

"Mel, I've never done anything like that. I have no idea what to do."

"Don't worry. You can't do it wrong. Just do what comes natural. Feel free to explore and learn. I'm okay with that. I'll guide you and tell you what feels good and what doesn't," she said as she pushed me down between her legs.

I got my first real, close up look at a woman's vagina. I was looking at an elongated opening with puffed up sides surrounded by soft hair. I used my fingers to separate the puffy lips to reveal a second set of more ragged lips around a pink opening with a number of bumpy parts above it. I explored with my fingers around a small opening. "That's my urethra," Mel said. "That's where I pee from. It's not that sensitive. Go higher."

Further up, I found a small fold of skin. I moved it up and found a hard knob underneath. I touched it gently. "That's it," I heard Mel's voice say. "That's my clit. It's very sensitive. Use your tongue and you don't have to be so gentle."

I did what she wanted. Her reaction was immediate. I felt her stiffen and her legs come up. I backed off in response. "No. No. Don't stop. It feels wonderful. Let my body do what it wants to do."

I pressed back in with my tongue and moved it around on her clit. "Yesssss," I heard her hiss. "Put a finger inside me."

It took me a second to recall my recent anatomy lesson before I slid my index finger into her body. She was warm and very tight.

"Move your finger in and out," she said. I did.

"Now use two fingers," she requested. I did again.

"Curl your fingers slightly and press them forward. ... Rub. ... Press more with your tongue and move it around. ... Yes right there. ... Keep going. ... Don't stop."

Mel's legs came up and she began to squeeze my head with her thighs. Her whole body began to shake and she was grabbing the sheets in a death grip with both hands. I became concerned and backed off a little.

"DON'T STOP," she shouted.

I restarted, even more forcefully than before. She began to shake uncontrollably. Her whole body stiffened and her toes curled until they turned white. "FUCK," she screamed and then everything stopped. My hand was covered in slippery liquid. Mel lay on the bed with my head on her hip and my fingers still inside her, breathing heavily. When she could talk, she said, "Don't ever do that to me again. I mean, don't ever stop doing that to me again. That was the most monstrous orgasm I've ever experienced."

"I thought I was hurting you."

"Honey, you went way beyond hurting me. You hit me out of the park. By the way, how's little Ken doing?"

She turned around and began to stroke and kiss my cock. "Little Ken" responded like a trooper. When she was satisfied he was sufficiently at attention, she rolled me on my back and straddled my hips. "Now we get to the main course," she said. She used one hand to hold my erection up straight, aimed it at her pussy entrance and lowered herself on it. Where my fingers had found warmth and comfort, my cock found paradise.

With her hands on my shoulders, she began to move up and down, side to side and back and forth. Every movement stimulated me further. She had a number of small quivers and quakes. When she began to squeeze me with her vaginal muscles, I had a small quake of my own.

Over the next several hours, Mel taught me how to fuck in a half dozen positions. She would get on top facing me where I could fondle her breasts as we fucked and then facing away where I hung on to her hips. We did it in the missionary position with her legs spread, tight together and over my shoulders. We did it side by side and with me spooned behind her. I didn't climax with every position but I think Mel did. I finally succumbed fully when I entered her from behind with both of us on our knees, something she called "doggie style."

Late in the evening, when we lay on the bed recovering, I suggested it was time for me to go to bed. Mel countered with "Stay here with me. We can sleep together."

"Mel," I said, "tomorrow's a school night and I need my sleep."

That flimsy logic must have appealed to her motherly instincts and she let me sleep in my own bed.

I slept a well as I ever had and woke up refreshed. I took a much-needed shower and got ready for school. As I was finishing breakfast, Mel came into the kitchen. She was rubbing her eyes as if she just got up and she was totally naked.

"Mel," I said, "did you forget something?"

She looked down at her body. "Oh. I just didn't have the energy to get dressed and you've already seen everything there is to see."

I kissed her quickly on the lips and "little Ken" and I left for school. On the way out, Mel called after me, "See me later?" she asked.

"Careful choice of words," I responded as I paused by the door.

"I thought so," she quipped as I left.

After school, I met Penny and we drove to the park together. She didn't ask about my mother and I didn't offer to tell her. We talked about our commitment from the day before. She wondered aloud how we were going to make it happen.

I suggested we go out to dinner Saturday night and take it from there. She agreed but offered, that without a plan, nothing was guaranteed and she didn't want to wait too long. I understood and I told her I'd work on it. We sat in the car and talked. We kissed a few times and I held her breasts, over her shirt and bra for a while when she rubbed my erection through my jeans.

That night with Mel was less intense than the first night we were together. I was able to focus more on the effect my actions had on her rather than intellectualizing about sex and her body. During a lull in the activities, I asked about Pete. Mom told me she had spoken with dad on the phone earlier in the day and they had discussed Pete. Dad had expressed his empathy for Pete's situation and felt that they should help him. Mom asked directly if that meant the she should have sex with Pete if it helped reduce his anxiety. Dad conceded that it probably did, if they were discrete and didn't tell him about it.

Mel then asked me about Penny.

"What about Penny?" I asked.

"How are you two getting along?" she asked.

"Why do you want to know about Penny now?" I asked.

"Something told me to ask. Maybe it's female, or a mother's intuition. Or maybe its how nice you smell when you come home. A little like a lemon scented shampoo."

I laughed. "You got me. Penny and I are getting along fine. Actually, we're getting along better than fine. We have a date for Saturday night."

"Something special. Maybe sexual?" she suggested.

"Mom, do we really have to talk about this? There are some things a mother shouldn't know about her son."

"Maybe your mother shouldn't know, but your friend, Mel, should. She might even be able to help."

"Fine. Penny and I are on the verge. Saturday night is possible and we're both looking forward to it. However, the logistics are difficult."

"How so?"

"I'd like to treat her to a romantic dinner in a really nice restaurant and then get a room, not a seedy motel room, but a nice room where we let things evolve naturally."

"I see," said Mel, "and how Penny explains staying out all night is a problem."

"That and the finances," I said.

"I think I can help in both cases. Let me think on it."

Thursday, I came home to a smiling Mel. "What's going on? I asked.

"Later," she said as she led me to the bedroom.

After a quick romp and a quicker shower, I met Mel in the kitchen for dinner.

"Ken," she opened. "I think I've solved your Saturday night problems."

I must have reacted and she thought I was going to say something. "Let me speak," she said. "I talked to Penny and suggested a plan. Yes, she was distant at first but enthusiastic when I calmed her and she heard me out. Here's what I suggested. I'd call her mother and tell her you were going to visit some family over the weekend and I thought I'd drive to the mountains for a change of scenery. I wondered if she'd mind if I invited Penny to go with me. We've been family friends for a long time so the request wouldn't be unusual. So, with Penny's approval, I called her mother. She thought it was a great idea and she'd ask Penny if it was something she wanted to do. When she got the call, Penny pretended to think about it and agreed. The plan is you make yourself scarce Saturday. I'll pick up Penny at her house, talk to her mother and set her at ease. I'll take her out for a late lunch and we'll meet you in the park where she can change cars and leave with you. I'll make myself scarce until Sunday night while you two lovebirds go about your business."

"Shit, Mel. I never knew you were so devious, or so liberal. That still leaves the problem of paying for everything."

"I've got that covered," Mel said as she handed me a credit card. "This card has no limit. Charge everything on it. Dinner, hotel, gas, whatever. If someone gives you a problem, have them call me and I'll authorize the charge. Don't go bonkers but I'll cover everything. Two words of caution: find a restaurant and hotel in another town, preferably many miles away and be careful. The whole thing falls apart if Penny turns up pregnant."

"Gee, Mel," I can't thank you enough."

"Oh, I think I can find a way," she said as she led me to the bedroom again.

Friday was one of my best days ever. At breakfast Mel was feeling playful. By now we were like long time lovers. We were touching each a lot. At least I was touching Mel a lot and everywhere. Mel was encouraging me with occasional attention to 'little Ken.' Mel reminded me that it was Friday. Dad would not be home until sometime late Sunday and tomorrow was not a school night. I was spending the entire night in her bed. No excuses. When I agreed, she treated me to a kitchen blowjob and a quickie bent over the counter next to the sink.

Penny was over the moon happy about the arrangements for Saturday. We went to the park and, with the help of the internet on our smart phones and mom's credit card, we made reservations at a four star restaurant and a posh, high-rise hotel about seventy miles west.

That night, Mel was less athletic than usual. She moved more slowly, and seemed to hold off after she had an orgasm and I had not. She told me she was preserving me for Saturday night with Penny. We slept in each others arms and, I have to admit, using her breasts for a pillow really appealed to me. She did wake me up twice. Once with a slow hand job and a blow job without the blow. The second time I discovered her riding 'little ken' when, as she explained, he had come to attention. I suspect she had a hand in his revival.

In the morning, I was brushing my teeth when Mel came in and sat down to pee. I could see her in the mirror. She was smiling and unapologetic as I watched her. She blew me a kiss when I turned to see her more clearly.

"Now you've done it," I said. I have to pee."

"Oh, goody," she said as she patted herself dry and flushed the toilet. "Let me help."

She pulled me over to the toilet, took my penis in her hand and aimed it at the water. "Whenever you're ready," she said. While I was peeing, she moved the aim all around the bowl like a kid with a new toy. When I finished, she said, "That was fun. So warm and I could feel the pee moving through your cock. We have to do it again sometime. I need to think how." Weird.

Saturday afternoon went off without a hitch. Penny left her phone with my mother in case Penny's mother called or texted, she could respond appropriately. She put her overnight bag in the back seat and we drove west for about an hour. We killed some time in a local park and still got to the restaurant early. We sat in the car, holding hands and smiling stupidly at each other. I could sense the tension and the anticipation in the air.

Dinner was a huge success. Neither of us hurried and we spent over two hours together talking about school, the weather and how great my mom was. Everything except sex.

We checked into the hotel without a hitch. Nobody paid us any attention. On the fourteenth floor, I found our room and let Penny enter first. I wanted to carry her over the threshold but I thought that would be a bit much. Penny was excited about the room. It had a huge, four-poster bed and both sheer and solid draperies on the windows. The bed was turned down and there were chocolates on the pillows. There was a sofa, small table and a large television in a separate sitting area.

I turned on the bedside radio and found a soft jazz station. She went into the bathroom and called me to join her. There were two side-by-side sinks, a toilet, a bidet, a tub with massaging jets and an over large shower. Penny exclaimed, "The shower's big enough for two of us," as she poked me in the arm and giggled.

Back in the bedroom, reality set in. We were alone in a hotel room. No one knew where we were and no one was looking for us. We had never been so free and so nervous. I stood in front of her, brushed her hair back over her ear, and kissed her. We had kissed before. This wasn't an earth-shattering kiss. It was an invitation. Penny responded by stepping back and unbuttoning the top button of her blouse. I put my hand on hers and said, "Let me do this."

"Together," she said in reply.

I nodded and stepped back. Penny reached up and unbuttoned the top button of my shirt. I unbuttoned the next button on her blouse and she did the next one on my shirt. We repeated the process until we stood in front of each other with our tops open and pulled out of our respective waistbands. I stepped in, put my arms around her under her blouse on her bare back and kissed her again. It was a lingering, gentle kiss, with our eyes closed and full of promise.

I leaned back and looked into her eyes. I saw nothing but joy. Everything about her said "Yes, I want to be with you now, here." I slid my hands up her back and began to unhook her bra. I think she wanted to help me but I got it undone before she could. With her bra clinging to her breasts and hanging from her shoulders, I slipped her blouse down her arms and let it fall on the floor. She wiggled her shoulders and her bra fell on the floor with her blouse.

Her breasts were magnificent. I wanted to grab them, squeeze them, lick them, kiss them and generally lose myself in them. Maybe sometime, but not tonight. Tonight she would offer herself to me and I to her. I would be grateful for her gift and treat it with the care and respect it deserved. Tonight we would meet on the battlefield of love and both leave victorious.

She laughed lightly as I stared, dumbfounded at her breasts. "You can touch them you know," she said.

I did touch them. I caressed them. I lifted them gently and I kissed them. She moaned softly above my head.

Penny nudged me to stand up with her hands on my shoulders. She moved my shirt off my arms and let it fall. She pulled out my t-shirt and lifted it over my head and threw it somewhere. She ran her hands over my bare chest as I stood there. She found my tiny nipples with her fingers and then her lips as I moaned in pleasure.

She undid my belt buckle and my waistband button. She slid my zipper down as far as it would go. I slipped out of my shoes in anticipation of what came next. She pushed my pants down, over my hips and past my calves. She knelt in front of me as she pulled them off first one leg and then the other. She took the time to remove my socks and then stood in front of me again.

She stood there for a moment. I think she was wondering what to do next. She kicked off her shoes and I took that as an invitation to make the next move. I know I surprised her when I moved my hands under her skirt, hooked the waistband of her panties and pulled them down her legs. She may have been surprised but she lifted her feet in turn as I removed her panties and tossed them in the general direction of my t-shirt.

We came together with our arms around each other and kissed with a passion we had not had before. She opened her mouth and I explored her lips, teeth and tongue with mine. She did the same with mine. All the while she was pressing her naked breasts against my naked chest and grinding her hips against mine.

"This is stupid," she said when we came up for air. She grabbed her skirt, turned it around on her waist, unbuttoned and unzipped it and let it fall to the floor, where she stepped out of it and kicked it aside.

I was without words. Her pubis was completely hairless. She watched me for a second and said, "I shaved it just for you. I hope you like it." She ran her fingers down alongside her bareness. "Touch it. Tell me if you like it."

"I love it," I said as I gently touched and then cupped her pubis. She leaned in and pushed against my hand as I held her. I could feel her wetness as I moved my fingers around, but not inside, her opening.

The next move was obviously mine. I was the only one with any clothing on. I surprised her again when I took her hands and put them on the waist of my boxers. She got it, hooked her thumbs in the waistband and began to pull down. My boxers caught on my now painfully large erection. When they didn't slip by easily, she leaned in and used her teeth to pull the waistband over my cock. When it cleared, it sprung back, just missing her nose. She flinched, laughed and finished pulling my underwear off.

We stood there, her with stiff nipples and me with a stiff penis. She took my erection in her hand and seemed to measure it. She looked at it, then down at herself and back to my erection. She said, "Really?" I looked at her and replied, "We'll never know until we try."

We moved together again and repeated our passionate kiss. It was if we couldn't get enough bare skin to rub together. My erection was pinned against our abdomens. Penny reached down and pushed my erection down until it slipped between her legs. I could feel the top of my erection sliding back and forth between her moist lips as we moved our hips together.

I took Penny's hand and led her to the bed. We crawled on top together and lay alongside each other, kissing and stroking each other. I held her head in one hand and a breast in the other. Penny had one arm under my neck and the other stroking my hip. We were drifting toward the moment. I could feel Penny relaxing in my arms. When she opened her legs, I knew she had reached a decision and it was time. There was no long foreplay. We weren't ready for that yet. We had to commit to the act before we could consider what came before or after.

I moved between her legs. She smiled at me and closed her eyes. I took my erection and rubbed along the length of her labia, lubricating everything with our mutual emissions. When I sensed she was ready, I placed the head of my penis at her entrance and pushed in about an inch. She gasped and stiffened slightly and I paused and waited. I wasn't going to go further or move more than what she was ready for. When she relaxed and nodded at me, I moved inside another inch and paused again. This time she took a deep breath and pushed back toward me. I moved toward her and she moved toward me as I slowly sank into her warm body. Soon I felt the top of her channel on the head of my penis. I was in as far as I dared to go the first time. I still had about two inches to go but that wasn't important. What was important was that I was filling Penny to her capacity.