The Mentor

When the ladies were both beside the couch, Ruth kneeled down and pulled Carli down with her. "Do you want to see it?" Ruth asked in a whisper.

Carli's eyes were grew even bigger with shock. "He'll wake up!" She whispered back.

"You think? Look at all these beer cans." Ruth laughingly replied. "He could sleep through an earthquake."

Roger thought his own heartbeat sounded like an earthquake to him. He tried to maintain his calm, but he was coiled like a spring.

"Here, give me your hand." Ruth took Carli's hand in hers and raised it out over Roger. Carli barely resisted. She was feeling so bad, spying on a passed out man with his wife, but all the talk about sex, along with the drinks they'd had, and her reluctance to be bad was definitely fading away.

At the last second, she stopped. She held her hand still, with Ruth's holding it, and asked, "Wait, why is he like this?"

"Like this?" Ruth asked wryly. "You mean 'Why is he as hard as a fucking rock?" Ruth giggled, a little too loud, Carli thought. "Because he's a man. A man with a high sex drive, like I told you before."

"So he gets... hard, every time he falls asleep?" Carli questioned.

"Well, not always, but he was drinking, and I told him that two sexy ladies were coming to keep him company. So he's probably having a naughty dream, about us." Ruth explained it so casually that it made sense to Carli.

"So he's dreaming about, what, both of us?!" Carli asked in shock as she realized what Ruth was saying.

"You have to admit, that would be a pretty fucking hot dream." Ruth smiled. "Now, do you want to touch it or what?"

A vision of what Ruth was hinting at flashed in Carli's mind. The erotic possibilities aroused her more, and scared her more too. "I shouldn't." She whispered.

"Look, what were you saying at the bar. That you think too much. That you should just act." Ruth felt the resistance slowly drain from her younger friend's hand. "Now is your chance girl!"

"But, he's a married man." Carli whispered. It was the only excuse she had left.

"Yes he is, he's married to me." Ruth reassured her. "And I am telling you to touch it. You will love it."

With that she lowered Carli's hand down onto the long bulge in the man's underwear. Roger, having been in suspense since the girls came in, let out an involuntary moan.

Carli jerked her hand away and looked up at Roger wide eyed. Ruth giggled again and took Carli's hand back to the throbbing cock. "It's okay sweetie, perfectly natural reaction."

Carli allowed her hand to be placed on Roger's cock much easier this time, she wanted to feel him again. "God, it's actually hot!" She gasped. "I can feel the heat through his shorts."

Ruth moved her friend's hand up and down the length of meat in front of them. "I know, my Roger certainly has a hot cock. Imagine how good it would feel in your pussy!" She said devilishly. "Soo much better than a hairbrush!"

Carli let out a little moan at the thought, and Ruth, encouraged, said "You have to see it! Let me pull his shorts down."

Carli really didn't want to let go of the throbbing cock, but the idea of seeing it, in the flesh, made her let go quickly. She was feeling more turned on than she could ever remember being.

She held her breath as she watched her bold friend pull her husband's elastic waistband down, revealing the big, hard prick beneath. She actually flinched when she saw it jump up as it was released from its confines.

"Touch it now!" Ruth whispered excitedly. Carli looked at her with uncertainty. Ruth looked back with a smile and raised eyebrows, and shook her head emphatically, 'yes'.

Carli didn't need anyone to hold her hand this time. Her inhibitions were overwhelmed by her curiosity and desire. She quickly reached out and wrapped her hand around the pulsing shaft. Her fingers just barely touched her thumb, it amazed her with it's size, heat, it's smooth, solid texture.

She tried to envision herself on her back, as she was when she gave herself to her old boyfriend. It scared her to think of this thing entering her, roughly, like she remembered the act from that night.

But somehow, she knew that it would be different with a more experienced man. That a good lover would be as concerned with her pleasure as his own. Apparently Ruth's coaching was sinking in, she thought, as she began to slide her hand up and down the hard cock.

She was fascinated with it. She stared at her hand as she worked it up and down. She gazed at the swollen, purple head at the top. She took note of the difference in the thickness from the top to the bottom. It seemed thicker in the middle of the shaft. She admired the slight upward curve, and reflected that Ruth was right, it would feel soo much better than the hair brush handle she was used to.

Ruth was almost beside herself with her need to move the proceedings forward. Her anticipation was palpable. She looked at her husband's face, and saw both pleasure and frustration. She knew he would need more attention soon too.

She noticed his eyelids raised, ever so slightly, and knew he was watching this new girl, watching her get familiar with his dick. She knew he was probably looking at her face, seeing the rising passion on Carli's naturally beautiful features.

"Beautiful, isn't it?" She asked. "Doesn't it just make you want to suck it? And fuck it?" Without waiting for an answer, she leaned in, making sure her tit rubbed against Carli's arm, and took Rogers's cock in her mouth.

She slurped her tongue around the tip, and Carli pulled her hand away. "Don't stop sweetie, keep doing what you're doing!"

Carli grabbed his cock again and as she started to slowly jack it off, Ruth started to bob her head, just on the knob at the top. Carli was initially worried about hitting Ruth's lips with her hand, but soon realized that Ruth didn't mind.

Carli was fascinated, watching Ruth's red painted lips stretched wide to accommodate her husband's thick prick. She tried to envision what it would feel like to have it in her own mouth.

But suddenly Ruth stopped and stood up. "Fuck, this is so hot, my pussy is so wet." She quickly stripped off her sexy, fashionable dress. Carli was not surprised by the stockings and garter belt underneath. 'What else would a sexy woman like her wear?' She asked herself.

Ruth removed her bra, and Carli saw her tits for the first time, the nipples were like little red pebbles on her medium sized breasts. Ruth next unhooked the front clasps of the garter belt from the stockings and reached around to get the back ones. She seemed to have trouble with those, and turned around, essentially pointing her ass in Carli's face. "Honey could you please undo the back ones for me?" She asked sweetly.

She was bending over above her husband, and noticed his eyelids flutter, a small smile turned up his lips. She winked at him and looked over her shoulder at Carli.

The girl was frozen in place. She still had a firm grip on Rogers's cock, but she was looking straight into Ruth's ass. Ruth was wearing a thong, and she knew that even pushing 40, she still had a great ass. And she was very pleased to see her timid friend didn't shy away from another woman's ass that close to her.

"These clasps are hard for me. And I don't want to rip my stockings, Roger loves me in them." She whispered to the girl. She watched Carli's eyes travel down her firm thighs and calves, and back up to her ass, even as her hands moved to provide her assistance.

"It, it would be a shame to ruin these." She said, so quietly that Ruth barely heard her. Her fingers fumbled nervously with the clasps of first one leg, then the other.

Once she was done, Ruth thanked her as she stood back up. "I just need to give my pussy some attention." She stated, not as quietly as before. She unhooked the garter and cast it casually aside.

She pulled her thong down her legs, the damp gusset sticking briefly to her moist pussy, before popping loose, and slipping down her legs.

Ruth had never bothered to take her shoes off, and when she tried to pull the little panties off her feet, it tangled with her high heel, causing her to teeter.

Carli instinctively reached out to steady her, with the drinks the girls had earlier, there was some clumsy fumbling, before Ruth caught her balance with Carli's help. Roger almost laughed out loud at his wife's hijinks.

When Ruth was stable again, she looked down and Carli had a hand on the top of her thigh, just above her stocking. The other was holding her tit. She had a fascinated look on her face as she looked at her hand, a hard nipple was peaking out between her splayed fingers.

As Ruth looked down, she felt a gentle squeeze of the soft flesh. She looked at Carli's face and the girl was looking at her pussy. Ruth had her pubes trimmed low and sculpted into a triangle, pointing down at her pussy, which Ruth knew was now wet and enflamed.

Carli brought her eyes up Ruth's body, then looked up and met her eyes. Carli suddenly realized what she was doing and pulled her hands away quickly. "Oh! I, I'm sorry!" she whispered urgently.

Ruth had felt a strong sense of control for a second, while she was standing, naked but for stockings and heels, while a beautiful young woman, fully dressed, knelt at her feet and caressed her, it gave her a real thrill.

For just a brief moment, Ruth thought that she could easily turn this beautiful, young, uncertain woman into her pet. She could train her to be her submissive plaything. But it really wasn't her style, and she knew it would be more of a challenge to follow her initial plan. To draw Carli out of her shell, to discover the passionate woman hidden inside.

Ruth knew her husband couldn't keep up his 'sleeping' act forever. And she definitely wanted to move on and finally see her young friend naked too. There was so much she wanted to do.

Ruth knelt back down and took Carli's face gently in her hands, maintaining eye contact. She smiled and told her "It's okay baby, I liked it" She brushed her lips over the girl's mouth, and was pleased to feel her lips respond, so she kissed her again, more firmly this time, and Carli returned the kiss tentatively.

When Carli returned the kiss, she made a cute little mewling sound in her throat that made Ruth's pussy drip. She took Carli's hands in hers and brought them to her breasts.

Carli stopped breathing for a second and looked Ruth in the eye. Ruth smiled and said gently, "Go ahead sweetie, you can touch me." Carli bit her lower lip and Ruth saw the uncertainty in her eyes fade to determination.

When Carli started to fondle her tits, ever so carefully, Ruth reached out and started to unbutton her dress shirt the rest of the way, having already undone some buttons earlier. "I want to touch you too Carli. Is that okay?" Carli bit her lip again and nodded her assent.

The two ladies maintained their eye contact as Ruth pulled Carli's shirt out of her slacks, and slipped it off her shoulders. Carli had to release Ruth's tits to take her blouse off, but reached her hands right back to them when they were free again, causing Ruth to smile brightly.

Ruth looked at Carli's tits, encased in a very sensible white bra, and her mouth watered. She drew her fingers, ever so softly, across Carli's shoulders, and traced her bra straps down to her cleavage. Carli shuddered and let out a gasp of pleasure, so Ruth reached around behind her and deftly unhooked the bra.

As Ruth pulled the straps from the girl's shoulders, she saw uncertainty again in her eyes. She knew Carli was nervous about showing her body. She needed approval, and Ruth had no problem with that.

"My God, they are beautiful, you are beautiful!" She gushed as she looked the girl in the eye, and cupped her full breasts in her hands.

They were twice the size of Ruth's, and capped with nipples so dark, they looked black. They were heavy and firm, and Ruth showed Carli that it was okay to be a little more aggressive with them.

She kneaded the lovely tits firmly, and moaned when Carli returned the pressure to her own. Ruth tweaked Carli's nipples, and Carli gasped and tweaked Ruth's back, causing Ruth to moan.

Ruth leaned in and kissed Carli again, and soon they were necking as they groped each other, both moaned as their tongues dueled.

Carli's kisses were sloppy, uncontrolled really, and Ruth thought 'My God this girl really is a blank slate. We can teach her so much!'

The ladies knelt there, fondling each other's tits for a while, before Ruth, fighting the urge to suck her friend's beautiful tits, remembered that her husband was still waiting to be invited to join them.

Ruth briefly wished that Roger really was asleep. Part of her wanted Carli to herself for awhile. But that would happen eventually.

Roger meanwhile, could just make out the girls hands fondling each other's tits through his mostly closed eyelashes. He could hear them groan and the sound of passionate kisses. He had to grab his cock, he couldn't wait anymore.

He opened his eyes and as he watched the women making out, he reached down and grabbed his dick, and started to slowly stroke himself.

Ruth heard her husband let out a low growl, and she opened an eye to see his hand working his cock. She knew she had kept him waiting too long. She broke the kiss with Carli.

"We can revisit this later." She said quietly. Then she kissed the girl again, and they both moaned softly.

"There is so much I want to show you." Ruth said, finally breaking the kiss. She was very pleased and encouraged by the whimper of disappointment she heard from Carli as she ended the kiss.

Carli saw movement out of the corner of her eye, and looked over to see Rogers's long fingers moving on his hard cock. She gasped and looked at his face, and their eyes met. Her eyes grew bigger, and Roger said, "Hello, you must be Carli."

Ruth said "Carli, I would like to introduce you to my husband Roger. Roger, this is Carli." Carli whispered a "Hello." She was suddenly shy again.

"Ruth has told me so much about you." Roger said, still jacking off slowly. Carli found it odd to carry on a conversation with someone who was masturbating. And someone she had just barely met. But then again, she had just been making out with the man's wife. And they still had their hands on each other.

"She has?" Carli asked, looking back at Ruth. "What? What did she say?"

"She told me that you were very beautiful. And somewhat shy." Roger answered. He sat up then, swinging his long legs to the floor right next to the women. He reached out and caressed Carli's face and said, "And she wasn't lying, you certainly are beautiful."

Carli blushed and looked back and forth between the husband and wife, unsure of what to say or do.

Ruth took the lead again and said, "So now that the introductions are over, do you want to try out this awesome cock?" She reached out and grabbed Rogers's wrist and stopped his stroking. Roger pointed his cock right at Carli's face.

He looked at Carli, and she looked up at him, when their eyes met, he gave her a smile and a nod of encouragement.

She looked down at the purple head pointed at her. "Okay." She gasped, leaning towards it, reaching out to wrap her little hand around it again.

When she grasped the shaft in her fist, she realized she loved the feel of it, and had missed it already. She started to stroke him slowly, taking time to examine the shaft and swollen head closely.

Ruth had leaned in with her, and now Carli looked at her face with a hopeful smile. Ruth returned the smile and said "Go ahead baby. Just watch your teeth."

Carli raised her eyebrows and looked at the dick again. That bit of advice made sense, but how do you get something that big in your mouth without touching it with your teeth?

Ruth read her mind and told her, "Just take your time. You can kiss it, lick it, and when you are ready, you can start with the head, and take more as you get used to it. Play with his balls and stroke his cock in time with your mouth, like we were doing before."

Ruth guided her young friend to turn her body towards Rogers's dick, then went back to feeling up her tits and rubbing her back, kissing her back, her shoulders, softly murmuring words of encouragement in her ear.

Carli nodded that she understood, and reached her tongue out and lapped the underside of the engorged head. When she heard Roger sigh with pleasure, she glanced up at him and he smiled his encouragement.

She licked it again, running her tongue up the length and around the head. Then again, but up the other side, before placing a big wet kiss on the very tip of it. This time she heard Roger groan, and knew she was on the right track. She remembered watching Ruth sucking him and had to try it. She already liked the way it felt on her tongue and lips.

She opened her mouth and took the tip in, she swirled her tongue around it as she withdrew. Again Roger encouraged her with a moan. So she did it again. And again she was rewarded with sounds of pleasure.

Carli had never known this much lust and desire, coming from both Ruth and her husband. She had spent plenty of nights alone, with her fingers and hairbrush, nights where she was so horny she couldn't stand it. Nights where she couldn't imagine herself needing sex more. But this was so much better, yet left her yearning just as much.

Ruth was getting so horny watching the beautiful woman sucking her husband, and she knew instinct that Carli was extremely turned on too. She brought her hand down from Carli's tits to the button on her pants. She kissed Carli on the shoulder as she undid the button and started on the zipper.

Ruth wanted desperately to play with her own pussy, but she had to get into this girl's pants. She planned on getting plenty of attention to her pussy eventually, right now she needed to finish her seduction of Carli.

Carli was pleasantly surprised when she felt Ruth undressing her. It was like the woman was reading her mind. She mentally encouraged Ruth to hurry. She needed touched.

Roger was thoroughly enjoying himself also, looking down at this beautiful young woman who was learning to suck his dick. Her big dark eyes were filled with determination, and a new found love for cock.

Her full, pouty lips looked and felt so good as they kissed and sucked his head. He was anxious for her to take more into her sexy mouth, but knew he had to let her do it at her own pace.

Watching his wife grope her and undress her while she sucked him was an added bonus. He loved his wife dearly, and her passion for sex, whether with a man or a woman, was so exciting to see.

He put his hands in the hair at the side of Carli's head, careful not to be aggressive, and told her "Fuck baby your mouth feels incredible."

So gradually she did take more. When she felt the ridge of the head slip through her lips, she moaned right along with Roger. She swiped her tongue under the head as Ruth quietly cheered her on. "That's it sweetie, keep doing what you're doing. Take a little bit more."

Carli leaned in further and felt the spongy head against the roof of her mouth. It felt amazing to her, and she moaned again, trying to swipe her tongue and apply suction.

She backed off again and went right back down, taking a little more than last time. Again she was rewarded with sounds of pleasure from Roger.

Ruth continued to whisper words of encouragement in her ear as she slipped Carli's pants and panties off her shapely hips and down her thighs.

That in itself was so erotic to Carli, Ruth undressing her as she learned to suck her husband's cock. She was overwhelmed by the whole thing. It was surreal, and she never in a thousand years would have imagined how good it all felt.