"The High Desert Inn, Air-conditioned" proclaimed the neon sign. The motel was in the old style that was new in the 50's and 60's, but now looked like a relic of a past age. An L shaped row of one story motel rooms is flanked by an office on one end of the L by the street. Inside the L was a parking lot and a fenced area with a swimming pool and a slide. A smaller sign below the big one said "Rooms from $35, HBO, ESPN". Luckily the motel was clean and well kept. Amy's family didn't have a lot of money but they were making a long dreamt of trip to California from their native Ohio. They were planning on visiting Yosemite and Disneyland. After a long drive through the desert of Utah and Nevada they had pulled off the road in Winnemucca, Nevada and checked into the High Desert Inn. They had driven all through the previous night and decided to stop in the early afternoon. Amy's parents knew she would like to go swimming in 100 degree heat.

When Steve saw Amy by the pool, he knew he had to have her. She had on a conservative bikini on that nevertheless showed off her slender body. Her breasts were unusually round and full for a girl her age and build. She had a long blonde pony tail and her face was pretty, with delicate features and a big smile. He thought she looked 15 or 16 but with those breasts, maybe she was older.

There were several little kids in the pool when Amy walked in the gate with her towel. A couple of adults were watching them from the shade of an umbrella. Her heart jumped when she saw the boy. God, he's gorgeous, she thought. He was lolling in the shade, sill wet from being in the pool. He had a six-pack and the muscles on his arms and shoulders were well defined even as he lay there. He had short brown hair and was really cute. Desperately trying to avoid staring at him, she dropped her towel on a chair and jumped in the water.

A few moments later Amy heard a splash behind her and then a head emerged from the water a few feet in front of her. "Hi" he said. My God, she thought, he's really mega-cute. He continued, "Everyone else here is ancient. I thought I should say hello."

Within a few minutes they had traded all their basic background, Steve knew she had just turned 16 and was from Ohio. Amy knew he wasn't a guest, but the son of the Motel's owners. He was 18 and would be heading off to school at UNLV at the end of the summer. Amy couldn't believe there would be such a hot guy here in this motel on the edge of the earth. They spent an hour or so talking, the words just pouring out of them as they connected easily. Amy was startled when he mother called her. "I guess my parents have finished their nap. I've got to shower and get dressed now. We're going to go eat."

"I'll see you when you get back then, won't I?"

"Yeah, sure. I'd love to." Amy was thrilled that he wanted to see more of her. This guy was soooo cute. She thought he was hotter than any guy in her high school.

Amy and her parents had dinner at one of the Basque restaurants in town. It was good, but they served way too much food. A typical teenage girl, Amy stuck mostly to the salad.

Back at the hotel, Amy was wondering how she would get away from her parents when her father said, "Your mother and I and going down to the casinos for a while. Will you be all right here?"

"Yeah, sure Dad. Maybe I'll go back out by the pool."

"All right. We'll be back around midnight, OK?"

"OK, Dad. You two have fun."

When they left she was very excited. She would be alone here for several hours. She walked out to the pool looking very cute in her white shorts and red, spaghetti strap tank top with no bra. Her heart skipped a beat when she saw Steve there waiting for her. She sat down in the chair next to him and they resumed their conversation. Amy couldn't believe her luck. He was the hottest thing she had ever seen and he was so easy to talk to. He was a dream guy.

Steve watched her come into the pool area and knew he had hit the jackpot. She still had her hair in a cute pony tail and the blonde wisps of hair around her angelic face were sexy as hell. Her tank top showed only a small bit of cleavage, but couldn't conceal her perfect figure or the lack of a bra. He could see the lovely natural outline of her breasts through the material and the little bumps where her nipples were. God she's beautiful, he thought.

They had been talking for a while when Steve said something she had been waiting for. "Hey, these kids in the pool are awfully noisy. You want to go somewhere quieter?"

"Yeah, sure." Amy could feel her face blushing. They got up and began walking.

"We can go in one of the empty rooms. I've got a master key. We can watch any movie we want for free."

"That sounds like fun." A movie might be fun, but she knew they were going to make out and she was so excited she could hardly stand it. Steve took her to a room on the far end of the motel. He told her they usually save it for romantic couples. It was nicer than the room she shared with her parents, but still didn't have any place to sit together except the bed. They propped up pillows and sat against the headboard. Using the remote control they selected a movie.

The movie was barely started when Steve put his arm around her and kissed her. From then on they were oblivious to the movie. They were kissing ardently, greedily. Amy shivered when his tongue slipped into her mouth. She couldn't believe she was making out with such a hot guy. Her own tongue darted into his mouth letting him know she liked it. Pretty soon they had slid flat onto the bed.

Steve's hands were rubbing her back and shoulders and holding the back of her head as they kissed, but then Amy felt his hand on her hip. She trembled with anticipation at what was to come. This was his first overtly sexual touch. Her heart rate rose as his hand slid up to her waist and then up toward her armpit where it rested on the side of her breast. She moaned when it slid from the side around to the front, her nipple pressed into the center of his palm. She had wanted him to touch her breasts so badly she could taste it and now he was doing it! She felt his fingers locate her nipple and roll it lightly between them and she moaned again.

Amy was still a virgin, but she had let two boys get to "second base" with her before and she loved the sensation of a boy caressing her breasts. Those times, it had been really hard to stop there. Both times she had wanted to keep going, but she had been afraid to rush into things too fast.

Steve's hand was now sliding up underneath her top. The strong, rough hand on her delicate flesh made her shiver with pleasure. They kissed hard and breathlessly while he caressed her bare flesh. When he began pulling her top up over her head, she didn't resist. With her breasts exposed he kissed her again and she felt her nipples brush the cloth of his shirt. Her hands took hold of his shirt and she pulled it upwards. She just had to feel her bare breasts against his hairless, muscled chest. With his shirt off, she pressed herself against him, reveling in the skin-to-skin contact, her breasts crushed against his chest and he kissed her again.

His lips began kissing their way down her neck. He nibbled at her ear lobes, her jaw line and the taught tendon at the side of her long pretty neck. He licked in the little hollow at the base of her throat and traced her collarbone with his tongue. He kissed the upper part of her breasts and then dipped his tongue in the space between them and licked. Amy was about to scream, she wanted him to kiss her nipples so badly. When his lips finally engulfed her left nipple, she released a long drawn out sigh, "Uuuuhhhhhhnnnnnmmmmmmmmmmmmm". It felt so good she held his head while he nibbled and teased her nipple. She had never felt such pleasure.

Steve spent a long time kissing her breasts, she loved it and so did he. When his hand wandered as he kissed, she made no objection. He caressed her stomach and legs and then he rested his hand on her pubic mound and just pressed. She pushed back up at him through her shorts. It was the first time a boy had touched her there, but it felt so right. She was apprehensive when he unzipped her shorts, but she didn't stop him. She wanted so badly to feel his fingers on her little kitty. She knew how good it felt when she got hot and touched herself there. She shouldn't have sex with him, but she wanted to experience at least this much. His fingers now cupped her mound and sought the wet hot place beneath. She jumped when his fingers dipped into the soft wet cave. She was embarrassed for a second by how wet she was, but then she was overwhelmed with pleasure when his finger found the magic button, her "little kitty". He rubbed her wet slippery moisture all over her little kitty. The combination of his lips on her breast and his finger on her clit was almost too much. She nearly came right there.

Steve was careful not to let her come yet. He wanted to tease her a lot more before she would be allowed to climax. He kept her near the brink for as long as he could and then looked in her eyes and whispered to her. "May I kiss you down there? I want to so badly."

"Oh, yes, do it. Please." Her reply burst out of her mouth unburdened by thought. She just wanted it. She had never participated in oral sex, but she had talked about it in many late night whispered discussions with her girl friends at sleepovers. She had been both fascinated and repelled by the idea. But now, burning with desire, she gave no thought to the negative side. She lifted her hips and he removed her shorts and panties. She made room for him between her legs and he positioned himself with his mouth above her crotch and his feet dangling off the foot of the bed. It felt obscenely slutty when she spread her legs to allow him to plant his lips on her vagina.

He licked her inner thighs a little first to get her ready and then kissed all over her vagina with pursed lips. When his tongue first reached out and touched her most private parts she jumped and moaned. He explored all around now with the tip of his tongue and then began to work slowly and steadily on her kitty.

Amy was nearly delirious with pleasure. She had never felt anything so good. The pleasure was intense, overwhelming. He teased her with his tongue while she ran her fingers through his hair. Wild sexual images swarmed through her brain. Her fevered mind conjured up images of every different coupling between them, most of which she would never dream of actually doing. The desire that grabbed hold of her mind was that she thought he had to go down on him. He was giving her such pleasure; she was desperate to show him that she could give him the same pleasure.

In the past when she had thought of sucking a boy's cock, there had been a desire, a curiosity. She knew how much boys liked it and wanted to feel like she could please a boy sexually. But the yuck factor had made her think she would never actually do it. She hadn't realized how hot waves of desire would wash away the yuck factor. She wanted to kiss his cock and make love to it. She wanted to drive him to the same height of passion she had reached.

Steve licked her and kissed her for as long as he could without making her come. When she was as hot as he could make her, he stopped and slid up to lay beside her on the bed. He kissed her softly on the lips and then whispered to her "Will you do that to me?"

He already knew the answer but it thrilled him to hear her breathy whisper, "Yes, yes." He got up on his knees and unzipped his shorts and pulled them and his boxers down onto his thighs. His cock sprang forward and Amy reached out took it in her hand. It was the first time her hand had ever touched a naked cock. Steve leaned toward her bringing his cock closer to her mouth. Amy lifted her head slightly from the pillow and wrapped her lips around the head of his cock without any hesitation. Steve was enraptured watching her close her eyes and kiss his cock with this dreamy, far-away look on her face. God, she was beautiful.

A part of Amy's brain reminded her that she wasn't supposed to do this, that it was dirty and gross to put her lips on a boy's penis. She paid little attention to that part. The rest of her was overwhelmed with lust. She pulled his cock toward her mouth and kissed it. The tip was soft and it was fatter than she expected. She took the cock as far into her mouth as she could, feeling the fat dick along her tongue and then filling the back of her throat, making her start to gag slightly. She was a little unsure of what she was supposed to do. Instinctively, she began to slide the cock in and out of her lips, mimicking intercourse with her mouth. A sliver of rational thought broke though, "My God, I'm acting like such a slut! I can't believe how sexy this is!"

Amy sucked greedily for a little while, unwilling to stop and allow him to finish undressing. Finally, satisfied with her initial taste of him, she relented. Steve removed that last of his clothes and they were both now naked. He knelt by her head again and she resumed sucking his cock.

Steve felt her teeth graze his cock and he jerked. Suddenly she seemed unsure of herself. He was certain this was her first time. "Be careful of those teeth. I wouldn't want you to bite it off." He joked.

She took him out of her mouth and said, "I'm so sorry. I didn't mean to." She seemed afraid she had hurt him.

"Hey, that's OK. I was just making a little joke. It felt great."

"Really?"

"Yeah, really. Is this the first time you've done this?"

Amy sputtered, not wanting to admit to being inexperienced and not wanting to claim to be a slut.

"It's OK. If it's your first time, I think that's really cool."

"Well, I guess it is my first time." A little pause. "Maybe you should tell me how to do it. I want to do it right."

"There isn't really a wrong way, except for sharp teeth. Just do what feels good to you."

"OK, but promise me you'll tell me if you want me to do something specific."

"Sure."

He watched her for a while. He loved this position, the girl on her back with his cock in her mouth and him kneeling over her. He could see her face clearly while she sucked him. After a while he suggested a change.

He sat on the edge of the bed and guided her over in front of him and then down to her knees. He caressed her cheek and then with fingertips on the edge of her jaw, his other hand pressed ever so lightly on the back of blonde head, urging her down onto his cock. Through his fingertips, he could feel her jaw open to accept his cock. Through her cheek he could feel his cock in her mouth. Gently with his hands, he encouraged her to look up at him. Now her blue eyes looked directly into his as she sucked his cock. God, she looked beautiful. Their eyes were locked as her mouth slid up and down on him.

Using his hands he placed one of hers on his balls. Her other hand was around the base of his dick, holding it up at the correct angle. He could see her lovely breasts rise and fall with her deep breaths.

Steve's breathing began to get harder. He could feel the heat building in his cock. He knew he had to come soon. "Amy, it feels awesome. It feels so good, I'm going to come soon. Don't stop, please."

But she did stop. "You mean you want to come in my mouth? My God, I... I don't think I can do that."

"Lots of girls do it. If you don't want to, though, just make sure you keep stroking with your hand. You can just let it shoot on your breasts if you want."

"Is it really true that lots of girls do it? My friends are all kind of scared to."

"You can believe me, Amy. Girls do it because they know how much guys like it."

"Why do guys like it so much? Wouldn't they rather have regular sex?"

"You just can't imagine how good it feels and how sexy it is to watch a beautiful girl give you a blow job. And then if she lets you come, it's like the ultimate gift. She's saying she likes you so much she's willing to let you come in her mouth. Nothing makes a guy feel sexier."

"Wow, BJs are the way to a guys heart, huh?"

"Yeah, I guess so."

She grinned at him mischievously and took him back into her mouth. He was pretty sure she would do it. She played with him now. As she sucked on him she looked up into his eyes and made sure he saw she was making love to his cock. As he got more excited and closer to coming she thought about what to do. She finally said "what the heck" to herself and decided that it couldn't be that bad. If he wanted it so much, she would do it.

Amy sucked firmly on him, now determined to make him come. When his breathing became ragged and his cock began to pulse she knew he was close. She began to pump the shaft with her hand as she held her lips tightly around the head of his cock. My God, I'm a slut, she thought, I'm jacking him off in my mouth!