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Helene knew what she liked, what she wanted, and tonight was no exception. I'd suck on her breasts, and then she'd want me to eat her pussy and tongue her ass. She'd call out to me - direct me - "GO DOWN THERE. LICK ME, LICK IT, PUT YOUR MOUTH ON ME" and as if she wasn't sure I'd comply she'd push my head down and bend her knees and spread her legs so the target was staring me in the face, her pink wet pussy lips starting at me with a fleshy sideways smile.

I kissed my way down her stomach and teased her with a long, slow lick along her glistening labia, from the bottom to the top, the way she liked it, slipping my tongue just inside her folds. "OH GOD YES THAT'S IT, DO IT AGAIN, PUT YOUR TONGUE IN ME."

And then I heard Cathy - a voice just above a whisper - a voice mixed with the rising and falling sounds of the vibrator. "Yes I want to feel your tongue, just like that, inside me..."

I almost panicked - why, I don't know. I stopped and looked up at Helene, fearing that she might have heard it too - but no. She just looked down at me. "WHY'D YOU STOP? DON'T STOP, LICK ME" and she pushed my shining face back down into her very wet pussy.

I dove back in. Helene called out her orders: "PUT YOUR TONGUE IN MY BOTTOM, FUCK MY ASS WITH YOUR TONGUE" as she raised her legs up higher to give me better access. I swirled my tongue around her asshole and she started moaning, loud, long moans - and then I heard Cathy again.

I heard a faint "Yes, I want that" from the other side of the wall, a moan, then another, and the sound of the vibrator's sound rising and falling. As I pushed my tongue in and out of Helene's ass I imagined that Cathy was teasing her own ass with her toy.

My raging cock was trapped underneath me against the mattress, and every time I moved on the bed I could feel it, swollen and ready to burst, and could no longer stand it. I raised up on my arms, reached down, teased Helene with my fat cockhead to make her moan even more loudly, and pushed into her sopping hole in one shove, balls deep.

"FUCK ME, JUST FUCK ME HARD, I LOVE YOUR PENIS INSIDE ME..." she cried out. And Cathy? I could hear her on the other side of the wall, louder now, saying "That's it fuck me, fuck me, put it in me..." and the vibrator sounded louder, as if she had turned it up a few steps.

I wasn't going to last very long. Helene's soft tight pussy was gripping me, and I imagined Cathy on the other side of the wall, naked, legs spread, fingers flying, her toy buzzing away, maybe even pinching her nipples as she listened to us.

I pounded Helene for all I was worth - I wanted her to cum before I did, and I was barely holding back - and she could feel my urgency. "OH GOD, FUCK ME SO HARD, JUST LIKE THAT, SO DEEP, FUCK ME FUCK ME, GOD YES...I'M CUMMING, I'M CUMMING ON YOUR PENIS" and I could feel those sweet tight contractions, like a seizure between her legs. As Helene egged me on I started grunting like an animal as I felt my orgasm building - and then Cathy's voice pushed me over the edge - "Yes, give it to me, let me feel it." I exploded harder than ever before, spurting into Helene's pussy over and over again until I could feel my cum leaking out of her slit. When I collapsed on top of her I could hear soft moans from the other side of the wall, whimpers, and then the vibrator went silent and the only sounds were of our breathing.

It was the same thing the never several weekends - Helene would call out her orders, and Cathy would be on the other side of the wall, masturbating as she listened. As Spring Break came around it was clear that, even with all the extra-curricular activities and distractions, a passing grade in biology was assured.

I was staying in town for Spring Break, working my two jobs, picking up some extras shifts, and Helene was heading to Woods Hole Oceanographic Institute to get a jump start on the program she'd be taking after the semester ended; it was a chance for her to meet her professors, lock in her courses, and become acquainted with the campus. She flew back the following Saturday and came up to my apartment, as usual, and I was eager to hop back onto the mattress with her.

I let her into the apartment and went to hug her but she resisted. "I have something to tell you." Sounded serious. I wondered if she was pregnant and got prepared to freak out. We went into the bedroom.

"I met someone. At Wood's Hole. He's my new boyfriend. I can tutor you but we can't, you know..."

Her words hung in the air like an unwelcome smell, and I was floored. "Oh my god Helene, you told me you didn't want a boyfriend. What the hell?"

"I changed my mind. He's smart, and will be studying there next semester. He likes the same things I do." And as if to make a point, she added "And he is really smart in biology and marine science." Unlike me, who struggled with the former and didn't have a clue about the latter.

"Listen" she added, "You don't need me anymore. Your bio grades are great, you will be fine."

I was pissed, and wounded. "Tell me the truth - did you make enough from tutoring me to move on?"

She fired back. "DON'T BE AN ASSHOLE AND RUIN EVERYTHING. I TOLD YOU WE WERE JUST FRIENDS. I FOUND SOMETHING MORE. YOU SHOULD BE HAPPY FOR ME AND NOT JEALOUS."

Maybe she was right, I don't know. She stepped forward to give me a hug. "You're a nice guy, you'll meet somebody else," the dreaded "nice guy" blessing, and said a loud, misshapen "Goodbyuh."

On the way out - probably not meaning to - slammed the door. The noise seemed to reverberate and shake the flimsy wall. I sat down on the mattress, stunned and lonely. The apartment suddenly seemed extra crappy, and I thought about moving to a different crummy apartment where I could more easily put Helene's memory behind me. The sun was setting, the room growing dark, and I thought I'd just crawl into bed and call it a night.

As I was sitting there brooding there was a knock at the door. "Ha!" I thought, "Helene forgot something. Well THAT was stupid for such a smart girl."

I flung open the door and barked "WHAT?!"

It was Cathy, my middle-aged neighbor. "Ummm, hello?" she said, taken aback by my greeting.

"I am SO sorry - I didn't think it was you."

She nodded. "Got herself a new boyfriend, did she? I'm sorry sweetie. Thought maybe you could use some company. These apartments aren't the cheeriest places to go through a break-up - I know that for a fact."

With a puzzled look on my face I started to ask "How did you know..."

She interrupted me. "I couldn't help but hear. The walls. Paper-thin, remember? Want to talk about it?"

"I guess, I don't know, I mean...what is there to talk about?"

"Whatever we might talk about, the hallway isn't the best place for a conversation. I mean, god knows the kind of people that live in a dump like this!"

It worked - she had made me laugh, and I invited her. We sat on the floor, resting our backs against the mattress.

"Did you love her?" she asked.

"I don't know. Yes...no, not really...I don't know."

"It's hard at your age. You're still so young."

"She said she didn't want a boyfriend - just a 'friend.' I was never sure what the heck that meant."

"It meant that she got what she wanted from you, no strings attached. And judging by the sounds coming through the wall every Saturday, you did a good job taking care of her needs."

I blushed. "I'm so sorry, I know she is loud. Was. Was loud."

"Don't be sorry. You should feel good about it. I doubt she knew how lucky she was to have somebody who focused on her. And from the way she moaned you seemed to be doing a good job."

"Well, it was less of me focusing and more just following the orders she gave. Not that I minded being told what to do."

Cathy put her hand on my thigh, and in a soft voice asked "Did she ever ask you what you wanted?"

Her touch felt electric, as if the nerves in my thigh were directly connected to my cock.

"No, never."

"She should have." Cathy began to rub my thigh, gently. "It shouldn't have been all about her all the time. I'd hear her tell you to eat her...did she ever do that for you...?"

Her words left me speechless. I was afraid to look at her.

"I'm guessing the answer is no," and as she said this Cathy kept stroking my thigh, her hand going a bit higher each time, my erection growing with each soft stroke. "From the sounds she was making, it seemed like you were very, very good at following her instructions. You know...I was jealous sometimes...I used to make sure I was home when you two were together. I used to wonder what it would be like to be her...as I played with my vibrator. It is too bad she didn't treat you better...and put her mouth on you."

"Do you think that you would like that?" she asked. At that moment she touched my cock, tracing the outline of my erection in my jeans - my throbbing, aching erection. "Why don't we see..." and she unbuckled my belt, unsnapped my jeans, unzipped my fly, reached inside my shorts, and wrapped her hand around my cock. "Well HE seems to like the idea...but we need to undress to do this right...no rush tonight, no screaming and yelling, no orders...slow down with me..."

We undressed. For a brief moment I tried to get a good look at her body, and see how she was different than Helene - she was heavier, softer, with a few stretch marks. Her breasts were much bigger than Helene's, drooping down her chest, but she pushed me back on the mattress and I lost interest in looking her over. She began to lick, nibble, caress, and suck on my cock, rubbing my balls, tickling my thighs, and I could feel her pointed nipples on my legs when she bent over to suck my cock as her heavy breasts hung down from her chest.

I wanted to cum so badly I started bucking my hips up, pushing my cock in her mouth, which only made her stop. "Not yet...not yet...we have all the time we want."

She straddled me, hovering for a moment, then reaching down to hold my cock. Holding me with a firm grip she sat down slowly, impaling herself as her pussy swallowed me up. She closed her eyes and sighed, a long "yessssss" that turned into a hiss, and when she had taken me all the way in she opened her eyes - she just sat on me, a velvet vice holding me inside her.

"You know" she said, "I used to think about this when I listened to the two of you and played with my vibrator. I used to cum when she did." She started to move her hips, to grind against me.

I confessed to her the same thing - "I used to hear your vibrator, and hear you sigh sometimes...I used to think about you Cathy, naked, in bed next to us, and wondered what you were like..."

She raised herself up and leaned forward, until just the head of my cock was in her. "This is what I am Iike" she said, and then sat down on me all at once, driving my cock home and making me gasp. She did it again, this time teasing me, holding herself in the air...before sitting down on my shaft. She was so wet I could hear squishing sounds as her pussy lips made way for my cock, and my crotch was matted with her wetness.

"Tell me what you want" she said, as she held me inside. "Tell me what you want and I will give it to you. Do you want to cum? Where? In my mouth? On my breasts? Inside me...tell me..."

I just moaned and tried to push my cock deeper into her cunt.

"I know...she used to tell you to 'fuck her ass with your tongue...' would you like to really fuck my ass? I think you would..."

I had no idea if I would or would not, but before I could say anything she climbed off me, my dick making a "plopping" sound as it came out of her pussy. "Like this" she said - she got on her hands and knees, pulled pillows and blankets under her stomach, and put her rear in the air. "You have to go slow. Get behind me. Spread my wetness all over."

I put the fat, swollen, red head of my cock against her asshole and started to push. "Oooooh, no, let me do it..." she said. "Tell me if you like it..."

"Like" was a funny word at that moment. All I could think of was how badly I wanted to cum, and I mostly wanted to ram my cock in her ass and fuck her until I blew my load - but I held back. She rubbed her asshole on my cock, then reached back, put the tip in...pushed on it, pulled forward...this went on, inch-by-inch, driving me crazy, and when I was balls deep she said "slowly...put your hands on my hips...slowly...in and out...slowly..."

She was so tight it was unbelievable; she rocked slowly back and forth on my cock, and then said "you can go faster if you want, and harder...I used to think about this when I listened to you put your tongue in her ass and I'd always cum..."

I grabbed her hips and started pumping, moving her back and forth. I could hear her grunt each time I pushed all the way in, a deep, satisfied sound of pure ecstasy. I wasn't going to last long at all, and told her - "Cathy, I'm going to cum soon" and she urged me on, "Go ahead, do it, whenever you are ready, fill up my ass" and her words pushed me over the edge. I grabbed her hips like I was hanging on to a life preserver and pushed into her as deeply as I could as my cock twitched and spurted jizz into her, over and over, which in turn made her cum - I felt her ass tighten as she cried out, as if she were coaxing the last drops from my balls.

I fell on top of her, my cock still twitching, and cupped her breast to find her nipple as hard as stone. We fell asleep like that, exhausted in every way. I woke up when she got up to go to the bathroom an hour later; she returned with a warm washcloth. "Let me clean you up" she said. She touched me tenderly, wiping my thighs, my balls, my cock with the warm fabric, and before she was done I was hard again, wanting more of her.

We spent the whole night like that, having sex, sleeping, waking. Each time she kept telling me to slow down, and kept asking me what I wanted, something I never had imagined could happen. And what did she want?

I think she wanted to feel attractive again after her husband rejected her - she wanted to be desired. She wanted to know that even though she was getting older, sagging, had a few scars, that she could still excite a man, and - maybe - she wanted to teach me how to love a woman, and what it was like to be loved by a woman who actually cared about how I felt, someone who wasn't thrashing and yelling and using me.

Cathy moved out of the apartment at the end of the month into a nicer place, and we spent weekends there until the end of the semester. I passed the biology class and graduated, and left town for graduate school across the country.

Ten years later I went back to that former steel town for a college reunion. I didn't feel particularly nostalgic about the school, or my classmates, but thought it would be a chance to see Cathy again. There was no Google at the time, so after I got to town I looked through the phone book but I couldn't find her. Determined, I went to the library and looked through the newspaper index and microfiche, old-school-style, to find any mention of her, something I clearly should have done before flying to Pennsylvania.

There it was in an old edition of the local paper, the Eagle. She had gotten remarried to a very successful Doctor and was active in society circles, holding charity dinners and fundraisers for a variety of good causes. I found her in the phone book under her new name, and she was living in a big house on the West side of town - the fancy side.

It was self-evident that she didn't need to hear from me, ever again. I went to the Hallmark store and bought an innocuous "Thank You" card. "Was back in town for a class reunion; wanted to just say thank you" and signed with a single initial.

It is true what they say - you can't go back to the past. The past is a moment in time, and everything changes - and the past is no more. But sometimes, if you are lucky, you can keep the past with you and remember what it has taught you, and how it has shaped who you have become.

Thank you Cathy...