After Dad left, Mom and I moved into the Condo apartment she received from the divorce settlement. It was nice enough, but I was sixteen, and starting to feel the urges that a young boy of that age should start feeling. It was a city high-rise building with its own pool, but most of the tenants were older than I. All my friends lived a good distance away, so I really only saw them at school. I was a bit of a loner in a lot of ways, so it didn't bother me all that much. I guess I should tell you that my name is Bill. My Mom's name is Lisa. We get along okay, I guess... more so now Dad is gone.

I spent a lot of time at home except for a part-time job that I had delivering groceries for the market on the first floor of the building. I sort of enjoyed the pool, so I spent a lot of time down there. It was late spring, and warm enough already for swimming. I usually went for a dip when I came home from school just before I went down to the market to start my job. There were a few women there, and I enjoyed watching them in their skimpy bathing suits, but they were all a little too old to be approachable by a boy of my age. Some of them looked at me too, and I liked that.

There was one especially that always seemed to be watching me when I came down for my daily swim. She was in her early thirties, and reminded me of one of the models that I looked at in the magazines that I kept in my bedside drawer. She was about 5'6" tall, and well built. She always seemed to prefer bikinis to any other sort of swim suit. She also seemed to like me sneaking looks at her.

She was there today too, and wearing a skimpy green bikini that got my hormones raging. I horsed around in the pool, and surfaced in front of her a few times to get a better look. She smiled at me each time I did. I fooled around a bit more, staring at her gorgeous tits every chance I got. Finally it was time to go to work. Mom was working late, so I was on my own. I went up to the apartment and got changed.

Things at the market went as they did on any other day. There were the usual rush orders from the tenants that had to be delivered before dinner, so I busied myself with running up and down in the elevators like always. Finally it was seven o'clock, and time for me to go home to do homework. Mr. Cucci, the owner, said that there was just one more order to go, and since it was in the building and a charge order, I could take it, and then just go straight home. I picked up the large bag, and headed out the door to take it where it belonged.

The apartment to which the order was destined was on the twenty-first floor, so it took a few minutes to get there. I really didn't want to go home to that homework. I would be alone as usual since Mom wouldn't get there until about nine. I rang the bell at the apartment, and was greeted by the woman whom I'd seen in the bikini down by the pool earlier.

She was dressed in a blue dress with buttons down the front. Her dark blonde hair hung down to her shoulders, and on her feet she had blue leather shoes with high spike heels. She looked beautiful, and I couldn't help staring for a moment when she opened the door.

"Oh! Hi," she said, "you're the boy from the pool, aren't you? Could you bring that into the kitchen for me?"

I nodded. It was about all I could manage at that point. I carried the package into the kitchen, and heard her close the door to follow me.

"Thanks," she said when we reached the kitchen. "I don't think that I could have managed that on my own, and I know the sort of muscles you have from seeing you at the pool."

I thanked her for the compliment, and placed the bag on the counter.

"There," I said. "I like that pool a lot. I've seen you out there too."

"I know you have," she said with a knowing smile on her face. "What's your name?"

"Billy," I said, staring at her gorgeous tits.

"Mine's Sara," she replied, "We see each other so often down by the pool, we really ought to know each other. You're working late tonight, aren't you, Billy? Mr. Cucci usually brings things up himself when I call this late."

"No," I answered, "this is my last delivery. I go home after this."

"Oh?," Sara said with a touch of irony in her voice. "I guess your mom has dinner waiting?"

"Nah," I answered, "Mom won't be home for a couple of hours yet. I just have to read a few pages of History, and then watch some TV until she gets home."

Sara looked at me strangely for a moment, and then her face changed back into a smile.

"Why don't you stay here for a little while? I'm all alone, and I wouldn't mind the company. We could watch television, or talk, or something. If we're friends now, we should get to know each other better, right? What about it?"

That didn't sound like a bad idea, al all! I was a little tired of spending all that time at home alone anyway, besides Sara looked and smelled sooooo good.

"Sure," I said. "I can do my homework later. It isn't much."

"Great," Sara said. "Why don't you go sit on the sofa, and I'll get us a couple of Cokes, that is... unless you would like a beer?"

"Um, yeah," I said, trying to sound mature "... a beer is fine." I just hoped that Mom wouldn't smell it on me when she came home.

"Okay", Sara smiled. "You go on inside, and I'll be back in a minute."

It didn't take long for Sara to join me on the sofa. She put two beers down on the coffee table, and we each took one for a sip.

"You spend a lot of time hanging around here. Don't you have a girlfriend?"

I was becoming a little uneasy with the way her questioning was going, but I was also becoming rather aroused with looking at her. She was wearing a perfume that was getting to me too! I liked her, and I wanted to be her friend. I also wanted to talk to someone about the things that I was feeling. My dad was away too much for me to get a good talk going with him, and Mom wasn't the right one to talk to. I decided to see just where the conversation was going to go.

"No," I said, "I've never been out with a girl on a real date. I dance with them sometimes when I go to the school dances, but that is about as far as things have gone. I don't go to many dances anyway."

Sara looked me straight in the eye, and asked, "Then you're still a virgin?"

"Yes!" I blurted out.

The question had hit hard. The last thing that a boy wants to admit to a woman like Sara is that he is a virgin, but the question had taken me by surprise. I had answered truthfully, but I was sort of already regretting that I did.

"That's all right," Sara said. "It won't be a permanent condition. Have you ever kissed a girl, Billy?"

"No," I answered not knowing what she had in mind.

"Would you like to kiss me?," she asked.

This was definitely not what I had expected when I came up here, but I had to admit that I wanted to kiss her very much.

"Yeah, sure," I said. "Do you really mean it?"

Sara smiled at me and just nodded. Jesus I couldn't believe my luck!

Then, she leaned over, and brought her face close to mine. The fragrance of her perfume filled my nostrils, and I could feel other parts of me lower down reacting too! I pressed my face to her's, and our lips met. I'd never felt anything like this before. I didn't know what to think about it, but I did know that it felt very, very nice!

"There, now you know what it feels like to kiss a girl", Sara said when she broke the kiss. "Did you like it?"

That was a silly question.

"Sure! It was great!", I answered a little to enthusiastically. "I never kissed anyone but my mom and my aunt, but they never kissed me like that before."

Sara giggled.

"Well, I should hope not," she said. "Would you like to know more about women?"

I didn't know what she had planned, but if it meant kissing her again, I was all for it!

"Yeah, sure!", I said, trying to hide my eagerness.

"Okay, put your arms around me, and we'll try another kiss," Sara said.

She slid over on the sofa, so her thigh was pressing against mine. That felt good too! I put an arm around her back, and she nestled into it. Again our lips pressed together, and again I felt those same stirring in my crotch. It was all I could do to keep from messing my pants! We kissed longer this time, and I could feel her breasts pressing against my chest. I moved my hand down a bit, and felt her bra under her dress. She didn't protest. We broke the kiss, and Sara said, "Do you like my breasts?" I swallowed hard, and said, "Yeah," in a strained voice. "Would you like to see them?" "Yeah!," I said.

Sara sat up on the sofa, and unbuttoned her dress down to the waist. Under it, she was wearing a bra of aqua lace. It was sheer, and I could see the shadow of the dark circles of her areola and nipples through it.

"Would you like to touch them, Billy?," she asked.

"Ohhh, yeah," I answered, unable to hide my pleasure any longer.

I cupped her breasts in my hands, and lifted them. They were large and firm, and weighed more than I had expected. I'd seen them under her bikini top out by the pool enough times, but I never thought I would get the chance to hold them like this.

"When you do get a girlfriend," Sara said, "make sure she has big breasts like mine. Would you like to see more ?"

"Shit, yeah!," I answered enthusiastically.

Sara stood in front of me, and said, "This dress is only in the way now," and unbuttoned the rest of it letting it slip from her shoulders. She tossed it over a chair. Below her waist, she was wearing a sheer aqua garter-belt and panties that matched the bra. Her stockings were sheer too, and I could see the dark V-shaped outline of her pussy at her crotch. I was fully hard now, and my cock was straining for release in my pants. I didn't know how much more of this I could stand before I had to do something about that.

"I think we can dispense with my bra too, if you don't mind. Would you unhook it for me?," she asked. Sara turned her back to me, and lifted up her long hair, so it no longer covered the clasp. I stood, and clumsily unhooked it. She held it up with her hands at her tits, and said, "Okay, sit down again, please, honey." I loved the way she called me honey, it made my cock twitch.

Sara turned to face me again, and let the bra fall to the floor. Her breasts spilled out in front of me, and I couldn't help but stare at them. I had seen women's breasts before in the magazines, but not this way. They were beautiful! They were round and globular, and each one ended with a dainty nipple at its tip. Sara posed for me that way for a moment, and then bent over me letting her breasts hang in front of my face.

"Would you like to suck my nipples?," she breathed.

"Oh, yeah," I answered.

I took one of Sara's nipples in my mouth. I guess there is some remembrance of the technique from when we are suckled by our mothers, and I sucked gently on it making Sara give out a little moan.

"Let me sit down," she said, "so we can be more comfortable."

Sara turned to sit on my lap. Her bottom came down softly, but she got a sort of surprised look on her face, and said, "Oh! What have we here? I feels as if there is something hard in your lap under my hot little ass. I just wonder what that could be?" I looked at her with a little bit of embarrassment, but she said, "Well, we'll soon take care of that. I've shown you what I have. How about showing me some of what you've got down there?"

Sara stood up again, and gently tugged me to standing too. She took the bottom of my T-shirt in her hands, and pulled it up and off of me. It joined her dress and bra over on the chair. Her hands went to my waist, unbuckled my belt, and pulled down my zipper. One hand entered my fly, and touched my cock through my briefs.

"Ooooooh," she said, "you're a big boy aren't you, Billy. Mmmmm, I like that!"

Sara tugged my pants down, and made me sit again. She knelt in front of me, and removed my sneakers and socks. Then she pulled off my pants, and tossed them on the chair as well. Then she stood again, and got me to stand in front of her. My cock was bulging my briefs way out, and she looked down at in with a big smile on her face.

"Well, we'll just have to see what all that swelling is," she said.

Sara dropped to her knees, and caressed my cock through the fabric. Her hands went to the waistband of my briefs, and she slipped her thumbs inside. In a swift motion, she pulled them down to my ankles, and my cock jumped forward pointing straight at her face. I stepped out of the briefs, and they too were tossed aside.

"My, but you do have a big one for someone of your age," Sara said. "Sit down, and I'll see what I can do about the swelling."

I sat down, and Sara moved between my legs on her knees. Her long nails raked gently over my thighs, and the pressure in my young balls grew even more.

"Don't worry," she said with a playful giggle, "I'm not going to bite you.... much!"

Sara opened her mouth, and took the length of my cock inside. My cock is almost seven inches long, so it surprised me that she got it all in. She let it slide back out again running her warm lips over it all the way. She ran her tongue around the head, and poked the tip of it into my piss-slit to taste the drop of pre-cum that was already oozing from it.

"I don't think this will take long," she said, and took my cock back into her mouth.

It didn't take long at all. I was almost ready to cum right there and then, but I tried to hold back as long as I could. Sara began a smooth up and down motion sliding my cock in and out of her mouth. It felt absolutely wonderful! Her warm. moist lips were all over my cock, and I leaned my head back, closed my eyes, and began to moan with pleasure until I could hold out no longer, and unloaded all the pressure that was in my balls in a hot jet of cum into Sara's waiting mouth.

Sara took all I had to give, and didn't miss a drop. She swallowed it all down, and licked me clean when I was finished. I could see her savoring the last few drops on her tongue before she swallowed them too. Then she moved up to sit on the sofa next to me. She just sat there playing with my cock in her hand while I recovered.

"Did you like your first blow-job, baby?," she asked.

"Yeahhhhh!" I answered.

"You have a nice cock, Billy" Sara said. "I like it. I hope this isn't the last time I'm going to see it." Before I could say anything by way of answering her, she said, "Now that I've seen your cock, would you like to see my pussy, honey?"

"Yeahhhh!," I answered again. I sounded like a cracked gramaphone record, but Sara didn't seem to care, she was obviously just as horny as I was.

Sara stood in front of me again. She bent forward letting her breasts hang down, and unhooked her stockings from her garter-belt. She reached behind her, and unsnapped the garter-belt to toss it aside with her other clothes. She sat on the edge of the chair that had all the clothes on it, and took off her shoes. Then she slid off her stockings, and stood again before me.

"Pull my panties off, Billy," Sara said.

I reached up, and took hold of the narrow elastic band at her waist that held up her panties. Her skin felt so soft when I touched it that I wanted to spend some time just doing that, but the shadow of the dark patch at Sara's crotch was beckoning me to other things. I slid her panties down very gently, and there before my eyes was her pussy! I had also seen this in the magazines, but never this way. I stared at it for some moments, and Sara put her hand on my shoulder to steady herself while she stepped out of her panties. I tossed them on the chair. We were both completely naked.

"I know a more comfortable place for the rest of this," Sara said, "Follow me, lover!"

I stood, and walked after her. I couldn't take my eyes off her ass as we walked. I liked the way the cheeks bounced up and down as her legs moved, and the gentle sway in her hips. My cock was hard again by now, if it had ever really gotten soft, and was waving back and forth in front of me as we walked. Sara led me into her bedroom, and turned down the covers on the bed. She lay down on her back with her legs spread just a little bit. God, she was a gorgeous sight! I drew in my breath and moved towards the bed, ogling her furry snatch.

"Come here, you gorgeous kid", Sara said, reaching out her arms to me.

I lay down next to her, and put my arms around her without her asking me to do it. I guess I felt that we knew each other well enough by now to do that while we were in bed together. I pressed my lips against Sara's, and we kissed again. This time, however, the kiss was just a little different than earlier. Sara parted her lips, and pressed her tongue forward. It pressed against my teeth, so I opened my mouth, and her tongue touched mine. It felt very good! Our tongues began to roll around each other in my mouth, and then I pressed mine forward to taste the sweetness inside Sara's mouth.

Her hand slid down to my cock, and began to play with it again. In between kisses, Sara whimpered, "Touch my pussy, Billy. Play with my cunt!" I moved my hand onto the soft flesh of her thighs, and they parted. I ran my hand gently along the skin, and felt hair against my fingers. I pressed further, and found that under the hair was a warm, moist slit that felt very good when I put my fingers into it, and apparently made Sara feel good too if the gentle sigh that I heard when I touched her was any indication. She broke our kissing again to ask, "Would you like to fuck me, Billy?"

"Oh, shit yeah!", I blurted. "Can I?"

Sara rolled over on her back, and spread her legs.

"Get on your knees between my legs," she instructed me. When I'd done so, she reached up to pull me closer, and took hold of my cock to position it at the opening of her pussy. "Push," she said gently.

My cock slid into her cunt easily. She was thoroughly lubricated from all the sexual play that we had been indulging in, and my cock was now warmly encased in her tight pussy. That left me with a small problem. Up to this point I had been a virgin. I was just not sure what to do next. I'd read some pornographic paperbacks, and I knew that I was supposed to move my cock in and out of her, but I had never done that with a girl before. I decided that I'd better try, and somehow the motion came very naturally to me. Just instinct, I guess.

I buried my cock deeply into Sara's mature cunt. It felt fucking fantastic. I began to plunge it in and out of her. Her pussy was so tight, it felt like my prick was encased in a hot, velvet vice, and she was wet too... wet and slippery inside. I couldn't get enough of the feeling. Without realizing it, my thrusts were getting stronger. I thought of backing off a bit so as not to hurt her, but Sara just urged, "Harder. Oh, Billy, make momma feel it! Fuck me harder, baby!!"

I increased the tempo and power of my thrusts, and lunged my hips into her. Sara lifted her legs high, and curled them around my waist the same way her arms were wrapped about my neck. I slid one arm under her ass, and pulled her cunt onto my cock. We were totally entwined together, and I was fucking her for all we were worth! Our lips met again, and this time I didn't waste any time in pressed my tongue deep into her mouth. Her tongue met mine, dueling back and forth behind our teeth as we fucked madly on her bed.

Then I felt like I could hold out no longer. Sweat was starting to bead up on my skin, and my cock was beginning to throb inside of her. At that point I felt a strong tingling all over my body. I broke the kiss, and let out a strong guttural sound as I felt my cock spasm deep in her pussy. I was cumming! It felt like there was a Fourth of July fireworks display was going on inside my head. I drove my cock to its full length into Sara, and unloaded my second charge of cum into her hot pussy. Sara was reacting too, and kept saying, "Oh, fuck! Oh, fuck! Oh, fuck!," over and over again while I came.

After a time, it was over, and I collapsed limply on top of her, all my energy spent. We lay that way for a few minutes catching our breath, and then I rolled off her. We held each other in our arms for a little while, and then she asked, "Do you feel different now that you're not a virgin anymore?"

"Shit, yeah, I feel fantastic!" I answered.

"You sure do, Billy", she sighed, giving my cock a playful squeeze. It began to swell in her hand.

"Can I fuck you again, Sara?", I asked hopefully.

Sara looked at the clock on her nightstand, and said, "Oh, baby, I'd like nothing better, but it's twenty to nine. Isn't your mother going to be home soon?"

"Yeah," I said, "I guess I'd better be going, but I don't want to."

Sara giggled at this, and said, "I can see that. I'd forgotten how easily young boys your age can recover." She grabbed my cock and for one brief moment I thought she was going to let me fuck her again, but instead she said. "Much as I'd like to, Billy, we don't want your mother calling out a search party for you do we, hon?"

"I guess not", I said glumly.

"Hey, cheer up", she said, giving me a peck on the lips. "We'll have longer the next time."

"Yeah," I said, "I sure hope so"

I got up weakly, and Sara stood next to me for another kiss. We went back to the living room, and I untangled my clothes from her's to get dressed. When I finished dressing Sara walked me to the door. She was still naked except for the shoes that she had put back on. They made her long legs look even better.

At the door we kissed deeply one last time. "I'll see you soon at the pool," she said as I left, and she closed the door after letting me have one more look at her naked body as she posed in the doorway for me.

I went back to our apartment. Mom wasn't home yet, so I flopped down on the sofa. Thinking about fucking Sara tonight had my brain reeling. My cock was still stiff, so I pulled it out and began to jerk off right there in the living-room. Unfortunately, I was only halfway there when I heard Mom's key in the door. I pulled up my pants and flicked on the TV, pretending I had been home for hours.

"Hi, Mom!", I said cheerfully, trying to hide the bulge in my pants with a cushion in case she saw.

"Sorry I was so late," Mom said as she came in. "I did some shopping at the mall on my way home."

She started to put things away, moving around the kitchen and chatting in a friendly sort of way. I hardly took any notice, until I turned 'round and saw her bending over, putting something in the cupboard. Mom was wearing a skimpy pair of shorts that showed every outline of her crotch. I couldn't keep my eyes off her ass. Why hadn't I noticed before how cute and sexy my own mom's ass was? Maybe fucking Sara had something to do with it.

"Did you find something to occupy yourself with while I was away, dear?", Mom asked over her shoulder. Her ass was still in the air.

"Yeah," I answered, squeezing my half-hard prick through the front of my pants. "I met a new friend and we had a ball, Mom."

I grinned to myself at the joke, then got up off the couch and stepped up behind my mom. I put my hand on her ass and kissed her neck. She smelled good.

"Need a hand, Mom?" I asked, pretending to be helpful. Mom straightened up and turned around.

"No, all finished, honey", she said, giving me a peck on the cheek.

As she did so, Mom's tits pressed against my chest, and I felt her warmth. After what had happened tonight with Sara, I had the urge to pull Mom against me and run my hands over her luscious tits and ass, but something stopped me, and by the time I could think straight again, she was gone, heading down the hallway saying something about taking a shower. I returned to the sofa and tried to watch TV, but my mind was still on my mother's cute, sexy little ass.

When Mom came out of the shower, I pretended not to notice the powder- blue nightie she was almost wearing. My cock jumped a mile. I grabbed the cushion again just before Mom bent over the sofa to give me a kiss goodnight. Her lips tasted of mint, and once again, I resisted the urge to do something un-son-like.

"'Night Mom", I said, hoping she wouldn't notice the way I was covering the huge bulge in my crotch. She said goodnight and headed off down the hallway to her bedroom.

About a half-an-hour later, I decided to hit the sack myself. I showered quickly, and headed down the hall. Mom's light was still on, so I crept up to her door. I don't know what I expected to see, but the thought of my mom lying there in that filmy blue nightie of hers had my pulse racing. As I got closer, I could see that the light was coming from her bedside lamp. Mom was asleep, the unfinished book she'd been reading lay limply in her hand.

Wearing only a towel, I crept into Mom's room. My heart was pounding in my chest as I gazed down at her reclining form. I didn't know what the hell I was doing there. All I knew was that my mom's body was suddenly making my prick do loop-de-loop. I moved closer. Mom was lying on her left side, facing me, her back to the wall, her coltish limbs thrown out every which way. The covers were in a turmoil and her long blonde hair was strewn all over the pillow. As I looked on, her chest rose and fell with the healthy regularity of deep sleep.

Too bad I couldn't see her tits. The sheet happened to lie such that it strategically shielded them from my view, but I could still detect their large delectable presence underneath. I was luckier with certain other parts of her body, though. One long leg was entirely exposed, being covered only at the very top of her creamy thigh. A few more inches and I would have been treated to a choice view of my mom's crotch.

I sat down carefully on the edge of the bed, my cock poking out from underneath the towel as I did so. Mom moved as I sat down, and it frightened the shit out of me. I stood up and stepped quickly back, starting to leave the room until I realized it was nothing more than a random shifting of position. Mom was still deeply asleep, I noted with a sigh of relief. Testing her, I slowly lowered myself to the bed again and sat beside her. No reaction. I sat heavily with all my weight, even bouncing a couple of times. Her only motion was the natural swaying of her body caused by the movement of the bed. In a quiet voice I said, "Mom? You awake?" Still nothing.

With anticipation nervously mounting, I swung my feet onto the bed and lay beside her. My weight caused her body to slide slightly toward me, but still no sign of wakefulness from my sleeping mother. The slight movement caused her legs to fall open a trifle, making her unconscious pose even more sensual and suggestive than before, but she evidently remained sound asleep. I raised trembling fingers to her half-covered form and pulled the sheets back, hoping it wouldn't wake her.

My cock was all the way stiff now, and as I considered the wonderful possibilities confronting me, it began to throb. I reached out and touched Mom's ass, feeling the heat of her skin through the silky fabric of her panties. My cock twitched, and I edged closer. Just as I was extending my hand toward her tits, she suddenly moved! I jerked my hand away and was halfway off the bed before I realized it had only been a sleepy shifting of position. Mom was still fast asleep. I wiped my face of sweat and lay down again beside her. Her movement had changed her position to my advantage.

Now she lay more on her back than her side, one slim knee up in the air and the upper part of her chest exposed well below the collar bone. Shit! A few more inches and I could see her tits. I was getting so excited now that I was becoming bolder by the second. Impetuously I jerked the covers off her entire body. Mom didn't move. I waited a few seconds to see what would happen, but nothing did, so I reached right out and cupped one of Mom's firm tits. It felt warm and soft in my palm, the nipple hardening as I squeezed her fullness gently.

God, I couldn't believe I was doing this... lying on my mother's bed with only a towel wrapped round me, with my hand on her tit. Mom's hand moved up and covered mine. I looked at her face, but she was still asleep. I didn't dare remove my hand now. I suddenly got scared again that she'd wake up any second. Then I noticed the glass of water and bottle of pills on her bedside table. Mom sometimes couldn't get to sleep after a hard day, so she took these sleeping pills to get a good night's rest.

Knowing that, I became bolder now, and slid my other hand down between Mom's legs, to rub her cunt. She sort of sighed and opened her legs a bit more, giving me better access to her pussy. Ooooooh, Jesus, was she ever hot down there! I could feel the damp heat searing my fingers as I probed Mom's cuntmound through the silky fabric of her panties. She moaned again, louder this time, but her eyes remained closed.

Mom must have been able to feel what I was doing, even in her drugged sleep, because she began little upwards movements of her hips, pressing her pussy into my hand and squirming her hot little ass around on the bed.

My cock demanded immediate attention. But rather than rub it myself, I decided to let Mom do it for me. Grabbing her hand I placed it under the towel on my rock-hard prick. Her cool fingers wrapped around it instinctively and I felt her grip my rod tightly. Mom sure knew how to handle a cock, I thought, even in her sleep! I slid my fingers inside Mom's moist panties and delved into her cunt, not really caring now if she woke up or not. She squirmed a bit and gripped my prick real hard. My fingers in her cunt must have been really getting to her.