The Midnight Hour

Lifting his head from between her breasts, Lilly kissed him softly, then began to undo his shirt. In her haste, she caused one button to pop off and, without thinking how absurd it sounded given the circumstances, Keith told her not to worry, he'd just have his mother sew it back on. A smile crossed Lilly's mouth as she imagined that conversation for a moment before turning her attention back to Keith.

Once Keith's t-shirt had followed his uniform blouse to the floor, Lilly ran her fingers across his lightly haired chest. After which she demonstrated that not just girls have sensitive nipples, bringing her mouth and tongue to bear on the smaller, but equally receptive stubs.

"That feels really nice," Keith said as Lilly moved from one nipple to the other, delighting the teenager.

"I'm sure it does," Lilly replied as she lifted her head back upward, "and I'm betting this feels even better," she added as, pressing her hand down both his slacks and boxers, she took hold of his now rigid cock.

"Oh God!" Keith called out as he felt her fingers wrap around his hardness.

"Lilly, not God," she said with a mischievous grin, "but I can see how you could get the two confused. After all, we both hold the keys to heaven."

A small voice in the back of his mind reminded Keith that it was Saint Peter who held the keys to heaven. A much stronger one, however, held that thought in check, reminding him that now was not the time to show he had actually been paying attention in catechism class.

Her hand still wrapped around his cock, Lilly kissed him again, the tip of her tongue brushing the underside of his. She also pressed her breasts against his chest, rubbing her extended nipples against his own.

She could hear his labored breaths and for a moment feared that he might climax right there and then, which would surely be a waste. So, after giving him one more playful tug, she slowly withdrew her hand.

"So, what do you think?" she asked as he regained a bit of his composure. "Do you want to just bend me over the counter and have at it, or would you like to move someplace a bit more comfortable?"

Lilly's suggestion had been inspired by a cartoon she'd seen in a men's magazine, lampooning a different burger chain's slogan of 'have it your way' and showing a customer screwing one of the counter girls on the counter. The imagery held a certain nasty thrill, and the redhead thought it might be fun to recreate it. But this was Keith's moment more than hers, so she would leave it up to him.

"Where could we go?" Keith asked, the idea of screwing on the hard counter not really holding the same appeal to him as it seemed to hold for Lilly.

"Well, it just so happens that not only do I have the keys to heaven," Lilly smiled, "but also the keys to the manager's office."

Keith had only been in the manager's office twice since starting at Burger Barn. The first was the day he was hired, and once when he'd been told to empty the trash basket. He really hadn't paid much attention to the décor, but he did remember there was an old couch in it. One that had seen better days, but was still plush enough to look quite comfortable.

"The office, I think," he said as he glanced again at the hard metal surface of the counter.

"The office it is then," she said as she reached into her pants' pocket and came up with a small key ring.

-=-=-=-=-

Leaving their discarded clothing on the floor, Lilly led Keith to the office door where, after opening it, she reached in and flipped the wall switch adjacent to the door. Two rows of fluorescent lights came to life above them as she stepped aside to allow the younger man to enter ahead of her.

The small windowless office only measured ten by ten, just enough room for a workspace, a few file cabinets and of course the couch. Standing off to the side of the small desk, Keith's attention drifted for a moment as he looked around the room, just long enough for Lilly to come up behind him. Wrapping her arms around him, she pressed her breasts against his back and kissed the nape of his neck. Her hands brushed over his nipples, working their way down his chest to his belt, which she deftly undid, along with the zipper beneath it.

"Why don't we just get these out of the way?" she whispered into his ear as, without waiting for a reply, she pressed down on the sides of his slacks and, allowing gravity to take hold, smiled as they fell down to his ankles.

Even with the loose nature of boxer shorts as opposed to briefs, the bulge on Keith's underpants was indeed noticeable, drawing Lilly's attention as she reached down and laid her hand against it. The dark haired teen moaned softly as her fingers pressed against his hardness, a cry that grew in volume once she began sliding them up and down. Then, after a minute or so of that, she again shifted her hands to also pull down his boxers.

Lilly let out a soft whistle as, after turning Keith around, she got a good look at his cock. Six inches in length, it stood nearly perpendicular and was framed by a small thicket of black hair. She ran her hand along its length, starting at the underside of his balls and moving up to its crown.

"You have a really nice cock, has anyone ever told you that?" Lilly asked as she continued to play with it.

"No," Keith said, surprised by the comment.

"Well, you do," Lilly smiled, "so don't let anyone else tell you different."

"It's not that big," he pointed out, having compared himself to guys in gym class and such.

"I didn't say it was a big cock, I said it was a nice one," Lilly clarified, "don't confuse the two."

She went on to explain that, as she had said before, big wasn't always better, and it was what you did with what you had that really mattered. Too many people got hung up on size, and that alone didn't guarantee that someone was good in bed.

"Take my ex-husband, for example," Lilly said as casually as if she was discussing if it would rain tomorrow. "He had a really big cock and the first time I saw it, I was impressed as all hell. The thing was, even after nearly fifteen years together, he was never more than a merely adequate fuck."

"Was that why you divorced him?" Keith asked, thinking as soon as he had that it wasn't any of his business.

"No, we had ... other problems," Lilly replied, "Besides, I actually didn't realize how deficient a lover he was until after the divorce."

'Or in other words.' Keith thought, 'until after you started sleeping with other men.'

It wasn't a thought he had time to think long about as Lilly again took the initiative, putting talk behind them as she covered his mouth with her own, again inviting him to explore its innermost reaches as she expanded on the lessons of earlier. Slowly at first, and then with growing intensity, the redhead displayed the passion of a woman half her age, delivering an education that would serve Keith well in the years to come - at least that would be the opinion of girlfriends yet to be.

Without relinquishing her hold on his cock, Lilly guided Keith down onto the large office chair behind the desk. Kneeling in front of him, she stroked his cock in long, slow motions with one hand while the other caressed his balls. She moved in closer and, extending her tongue, rolled the tip of it across its head, sliding it down along the underside and then back up.

She did that a second time, then opened her mouth wide enough to engulf the crown of his cock, massaging it with her lips. Then, in a sudden motion, Lilly took in his full length, causing Keith to cry out in delight.

If having her hands around his cock had been amazing, Keith could only describe having her mouth wrapped around it as phenomenal. At least that was the word he would come up with later, because as articulate as he normally was, the best he could manage at the moment was a couple of short grunts. Rather than try and correct that, he decided to just lay back and enjoy what was happening. A plan Lilly was happy to go along with as, even as she used one hand to pump Keith's cock in and out of her mouth, she used the other to play with her breasts, caressing her nipples as they bounced back and forth with the motion of her body.

When some of the older guys talked about blow jobs, Keith had heard them referred to as the holy grail - greatly sought after but rarely found, adding that it was easier to get a girl to spread her legs than to open her mouth. Considering the exuberance with which Lilly was going at it, Keith could only conclude that was yet another thing his friends had been wrong about. By the time the sun again came up on the horizon, that list would be lengthy indeed.

It didn't take Lilly long to reach her stride, alternating the use of her mouth and hands, each producing pleasures beyond anything the teenager had ever experienced. Twice, she brought him to the edge of the precipice, only to scale back her efforts just as he was about to reach the summit.

Lost in the pleasing warmth that had engulfed him, Keith didn't react, at least not at first, when Lilly inexplicably let his hardness slip from her mouth, releasing her hand as well. By the time he opened his eyes and focused on what she was doing, a new set of sensations washed over him as, placing a hand against the side of each breast, she began to vigorously rub them against his cock. They were too small to fully wrap around his pole, but Keith had no cause for complaint. Especially once she brought her tongue back into play, lapping across the top of his cock each time it peaked out from under her breasts.

This time, Keith kept his eyes wide open, recalling a scene he had seen in an 8mm film shown at his cousin's stag party. The actress in the grainy black and white film had been much younger than Lilly and even more endowed than Brooke, but so good was the older woman making him feel, he wouldn't have traded her for either of them.

"Let me know when you're about to come," Lilly told him, pausing in her efforts only as long as it took to say those words.

A warning that came only a few minutes later, prompting Lilly to drop her hold on her breasts and grab his cock directly. Her head moved forward at the same time, again taking him into her mouth. Before another breath passed, Keith's body exploded with orgasmic fury, sending a torrent of warm whiteness splashing against the back of her throat, there to be swallowed as quickly as she could manage it. A flush of delight filled her as the youthful freshness of his eruption proved all that she could've hoped for.

She didn't release her hold on Keith's cock until she was certain he was spent, slowly rising to her feet as it fell from her mouth. Once she was back on her feet, however, she moved with frightening speed, pulling the younger man to her and pressing her lips to his. The kiss had a distinctively salty flavor, but Keith didn't seem to notice, or if he did it didn't keep him from responding with appreciative passion.

The kiss was long and deep, lasting an indeterminate time until Lilly eventually relaxed her hold on him and allowed him to finally catch his breath. Stepping away, she reached for the pile of paper towels she had previously seen stacked on top of the filing cabinet and, after wetting them with water from the small pitcher next to them, wiped a few scattered droplets from her face.

She then used a second towel to also clean off Keith's cock also, dropping both towels into the wastebasket once she was done and making a mental note to remember to empty it before she left. She certainly wouldn't want whoever cleaned the office next to think they had been left by Conrad, doing God knows what when he was alone in his office. But that was a concern for later, she reminded herself, as she turned her attention back to Keith.

"Are you okay?" she asked, noting a still flushed look on his face.

"I'm fine," Keith replied, still trying to process what had happened.

Lilly smiled as her gaze dropped from his face to below his waist.

"I think I killed it," she grinned as she took in his depleted manhood.

"It comes back pretty quick," Keith quickly offered, a touch of concern in his tone.

"Oh, I have no doubt that it does," Lilly smiled, counting on the recuperative abilities of youth. "I just mentioned it because now we have to find something to occupy our time until it does."

Keith wondered if Lilly was looking to him for a suggestion, but it quickly became obvious that she already had something in mind. He watched with keen interest as she slipped off her slacks, tossing them aside, then stepped over to the couch a few feet away.

Sitting down, her hands went up to her naked breasts and embraced them, her fingers playing with her nipples, spurring them to a renewed hardness. She continued to rub them for a bit, then ran one hand down across her stomach until it reached the top of her simple white panties. There she paused for a breath before moving on to the cloth covered mound below, her extended fingers rubbing against it a few times.

"Have you ever seen a woman's pussy before?" Lilly asked.

Keith almost fell back on the lie he would normally have given, but then thought better of it. The truth was that, outside of that stag film and a few pornographic magazines, he'd never seen a woman's sex. And in those few images he had seen, they'd only displayed patches of hair, leaving to your imagination what might lay beneath it.

"No, I haven't," he sheepishly admitted.

"Well then, why don't you come a little closer and get a good look?" the older woman suggested, indicating a spot on the floor just a few feet in front of her.

Keith quickly moved to that spot, dropping to his knees as he did. Pleased with his quick response, Lilly brought a hand to each side of her panties and, standing up for a moment, began to slip them downward. She paused once she'd gotten them past the cheeks of her ass, then sat herself back down. Then, with her legs pressed against each other, she resumed her panties downward journey, continuing until they slipped off completely.

Anticipation filled Keith's face as he watched her slowly open her legs, spreading them as wide as she could. Sure enough, there was the expected mound of hair, although it was thicker than he expected, making him realize that the women in those magazines must've trimmed their body hair before being photographed. Another surprise was the color of the rich bush - a mix of brown, gray and even a small touch of white. Suddenly the phrase, 'the carpet doesn't match the drapes', made sense to him.

Leaning against the back pillows, Lilly ran her fingers along her thighs, reaching down to her knees before drawing them back, moving all the way up to her breasts, which she again gripped tightly. Shifting her body, she lifted a bent left leg up onto the seat cushions and moved her back over to the side arm. Once that had been accomplished, Lilly dropped her left hand back between her legs, gently rubbing the tips of her fingers over her mound in a circular motion.

"Would you like me to show you how a woman pleasures herself?" Lilly asked, continuing the motion of her hand.

Keith's eyes opened his eyes wide, as if to say what a stupid question to ask. As if any guy was ever going to say no. He merely nodded his head gratefully and let out a meek yes.

"I thought you might," Lilly laughed softly as she again ran both hands up and down her body, this time moving all the way up to the back of her neck before sliding back down to her knees.

The teenager watched with intense interest as Lilly repeated her action, but this time with only her right hand; which, after using it to softly squeeze her breast, she slipped two fingers into her mouth, wetting them liberally.

Again she shifted her body, moving back to the rear pillows and sliding closer to the edge of the couch. Her wetted hand again between her legs, she glided it back and forth along her mound, sighing softly as she did so.

After almost a minute, Lilly lifted herself slightly upward and brought her other hand into play, using it and its twin, now positioned on the other side of her pussy, to gently pull it open, revealing a rich pinkness within. She paused to give Keith time to take a really good look, which he did, unconsciously leaning forward as if those few extra inches might further unlock the secrets unfolding before him.

After giving him what she thought was enough time, Lilly furthered his education as she used her fingers to lift the small hood over her clitoris, exposing the excited nub. When she saw a look of confusion on his face, Lilly took a moment to explain what he was looking at.

"This is my clitoris," she said as she ran the tip of her finger under it. "It's what a woman has in place of a cock. Touching it brings us pleasure."

That was a very simplified explanation, Lilly knew, but it was enough for now. She continued to rub her clit, then expanded her focus to include the length of her mound once more, pausing just long enough to again wet her fingers before slipping them inside herself, softly moaning as she did so.

Lilly exaggerated her moans, but not by much, to keep Keith's attention on what she was doing. She needn't have worried because, at that moment, not even the fire alarms going off would've distracted the younger man, as he sat captivated by the scene before him. A display that increased in intensity as Lilly leaned further back and the quickness of her hand increased until it became almost a blur. Even from a few feet away, Keith could see small drops of sweat starting to appear on her chest, slowly running downward as her body heaved up and down. Then, unexpectedly, Lilly suddenly stopped.

"Why don't you come over here and give it a try?" Lilly said as she readjusted herself on the couch, removing her hand in the process.

Keith moved forward on instinct, not thought, quickly placing his hand on her mound and rubbing it softly. It didn't take long for the slippery cream Lilly's ministrations had produced to cover his fingers, allowing him to slide them into her with little effort. Trying to duplicate what he had watched her do, the teenager positioned his thumb alongside her clitoris, massaging it even as he pumped his fingers in and out.

"Oh yeah, you're getting it," Lilly purred. "Just keep doing it, just like that."

Closing her eyes, Lilly let her head rest against the soft cushion behind it, pleasing waves washing across her body as Keith demonstrated that he had indeed been paying careful attention. She let him continue for a few minutes, then decided to up the ante.

"I think you're ready to try that with your mouth," she said as, opening her eyes, she looked directly into his.

The suggestion gave Keith a long moment's pause, but only a moment. He'd heard some of the crude names for what Lilly was asking him to do - muff-diving, eating pussy, or simply going down on a girl. Whatever you wanted to call it, most guys seemed to agree that it was gross. A description that didn't seem to carry over when asked if they thought a girl should suck their cocks. Given how wrong they had been proven in their advice so far, Keith saw no reason to believe they were right in this case either.

Believing that the best way to dispel a fear of doing something was to just do it without thinking about it, Keith did precisely that as he pressed his face up against Lilly's pussy and kissed her saturated mound. The taste, he found, was actually enticing, a sweet nectar quite unlike anything he'd heard it compared to. And no, he said to himself, it didn't smell like fish.

The longer he went at it, the better he got, at least that was what Keith had to believe, based on Lilly's rising response. He quickly learned to alternate his attentions between the rich valley between her folds and the thick nub above it, using both his hands and mouth. Along the way, Lilly offered a few words of encouragement, but none had more effect than her assertion that if he learned to be really good at this, there wasn't anything a woman wouldn't do for him in return.