"Oh, Kelly," I groaned into the lips of my 16-year old girlfriend while my hands ran over her back. If I could concentrate instead of being overwhelmed by my own 17-year old male teen hormones, I probably could slip my hand under her blouse.

"Yes," she hissed as we frantically kissed.

Her hand rubbed hard on my upper thigh.

We were in the back seat of my Honda Accord. The exterior showed its age with flaking green paint and a missing hubcap, but the leather seats in the interior were still in great shape. Kelly was the same age as my car but she had a fantastic exterior.

Kelly had wavy brown hair a third of the way down her back, beautiful dark eyes, a great gleaming smile, and firm perky 34B tits that she let me touch under her shirt and through her bra during our last make-out session.

Kelly's interior I was yet to experience, but I already knew it would be fantastic.

"Ohhhh!" I groaned. Kelly's hand slipped over my cock through my pants. It was the first time she ever did that! I gasped loudly as she rubbed it.

I pressed my lips harder against hers. If we weren't in the throes of passion, it would be painful.

"Take your blouse off," I gasped.

She continued to moan and rub my cock.

"Kelly, take your blouse off," I repeated to make her aware of what I said.

She showed no sign of acknowledgement, so I pulled away.

"Take your blouse off," I said once more.

She shook her head and pulled me back. Her lips found mine again.

I still had rational thoughts despite the wonderful stimulation. I reached behind and risked giving her blouse a strong upward yank. She didn't react and my hands found her bare skin at the small of her back.

Yes!

I did notice when her hand left my cock and both her hands clutched my upper back. My focus was on my hands climbing up her back. I reached her bra. I pulled and strained trying to open it. I never did this before. This was the farthest I ever got with a girl, but Kelly was the only girl I dated for the last year. Before I dated Kelly I didn't have a car, so I could never get alone with a girl.

Kelly either didn't notice or didn't care that I tried to release her bra. She continued to hungrily seek my lips and moan erotically.

The bra was frustratingly difficult to get off! I didn't expect such an occurrence. How do girls get the damn things on?

One hook came undone. At last! The other two hooks released and the straps pulled away. My hands roamed over her bare back.

I pulled her toward me to feel those freed tits pressed against me.

My hands wrapped up to her shoulders and I pulled her downward. There's not a lot of room in the backseat, but there had to be room enough. Our lips were forced apart and she looked at me warily.

I slid my hands around her sides. They stayed under her bra and for the first time I cupped her bare tits. Kelly moaned and arched her pussy upward. I was so excited that I immediately pulled my hands down and fumbled with her pants.

"Not here! Not here!" she said and pushed at my hands.

"I want to," I desperately said. "I need to."

"I want to but not here," she said, trying to guide my strong arms away.

"Why not here?"

"Let's do it somewhere comfortable so we both can enjoy it."

"Where?"

I backed away. Our breaths were hard.

"I wanted the right guy who would wait for me until I was ready. I know you're that guy. I want to do it at my house."

"But what about your mom?" I said. I met her mom several times when I was over to pick Kelly up. Kelly was the only child of her divorced mom.

"I'll call and see if she's there," she said.

She sat up and hugged me. She trilled, "I'm so excited!"

Kelly corrected her clothing, exited the car, and opened the passenger door to retrieve her cell phone. As she stepped away from the car, I lay back in the rear seat and hoped with all my might. Please! Pleeeease! Please, let Kelly's mom be gone. The only thing that would truly satisfy my throbbing erection this time was an explosion inside a pussy. Masturbation into the sink would be a major disappointment.

Kelly returned. "Let's go."

"Really?" I said. I was prepared for a letdown.

"Uh-huh."

Wow! It was going to happen. Two virgins were about to changed their statuses.

"Let's do it in here," Kelly said.

"But this is your mom's room," I cautioned as I followed into the master bedroom.

"We can change the sheets after."

"Are you sure about this?"

"Oh, yeah. It's the biggest bed so there's lots of room."

I wasn't sure how much room you needed for sex. After all, my brother lost his virginity in the back seat of a Ford Escort so there didn't need to be a whole lot of room, but since I was about to lose my virginity I wasn't inclined to disagree with anything Kelly said.

Kelly unbuttoned her blouse. I was glad she didn't show any hesitancy now that we were close to the act. I watched her undress as I removed my own clothes.

There they were! Her beautiful tits that I briefly held in my hands a short time ago.

I next saw her dark curly hair around her pussy.

There were two barely protruding pussy lips that I would see close up in a short time.

Kelly climbed on the bed. She sat up against the headboard with pillows behind her back.

I crawled toward her. I wanted her!

"Wait!" she said and held her hand up like a stop sign.

I ground to a halt. Wait?

She said, "Mom is still getting ready."

Mom? Did she say Mom?

"Wh ... aaat?" I sputtered.

Before Kelly answered, we both turned to the sound of the master bathroom door opening.

"Sorry for keeping you waiting," Kelly's mom said as she stepped out.

"That's okay, Mom," Kelly replied. "You wouldn't believe how fast he drove."

"He's eager for you, honey. That's exciting."

"Uh-huh," said Kelly with a big smile. "He's the one."

I was only vaguely aware of the conversation.

My hearing sense was deficient because my visual sense was on overload. Kelly's mom came out of the bathroom naked. Completely stark naked! She was Kelly in an older package.

She wasn't as thin as Kelly and her tits sagged from age but she looked wonderful for a woman who just turned 39. The vision of her beauty was no doubt the reason my cock stayed hard and erect. Any other time a girlfriend's mom suddenly appeared right before sex, my cock would shrivel away in fear.

"So you're ready to have sex with my Kelly?" Mom asked.

How did I reply to that?

"Hello?" she said and waved her hand in front of my face.

"Ma'am?" I sputtered.

"Call me Karen," she said. She motioned Kelly over. "Let's get to know his cock." She looked back at me. "Lie down."

I complied. Karen was the adult in the room after all. My head faced the foot of the bed.

She pushed open my legs and crawled between them.

Karen said, "Come over where you can see, Kelly.

"Guys love to receive oral pleasure and I'll show you some techniques that will drive him wild."

She was going to what?!?

Karen plunged her mouth over my cock. It felt so very wrong. It felt so very wonderful!

Karen popped back up. "Always be careful about your teeth. You don't want to injure your new best friend."

Kelly tittered. "It's so big!"

"As you get older, you'll be able to get more into your mouth and even down your throat. That'll blow his mind when he blows his load straight to your stomach. One thing you can do is tightly close your lips around his cock and bob up and down. You pretend your mouth is a pussy."

Karen demonstrated on me. I groaned loudly.

It felt awesome. It felt incredible. It felt like I didn't have the words to describe it.

"Another thing to do," said Karen as she lifted off, "is to close your mouth around it and actually suck."

"Cock sucking," said Kelly.

"Right," Karen said and then she did it.

I thrust up in response. Damn, that felt good.

I didn't know why Kelly's mom wanted to teach Kelly how to suck cock, but I was a very willing test subject.

Karen moved on. "You don't always need to have it in your mouth. A skillful tongue can bring him lots of pleasure."

Karen's tongue licked up my shaft and slurped over the head. It felt amazing.

"You can also move your tongue while his cock is in your mouth," she said.

I never felt so good in my life!

"You ready to try?" she asked.

"I sure am, Mom!" said Kelly.

They switched positions and I watched my girlfriend put my cock in her mouth. Kelly wasn't as good as her mother. This was her first time after all, but I enjoyed it more because it was Kelly and it didn't have the creepy factor of being her mom. Of course, Karen was still there ... watching ... in the nude.