I was leaning back on the sofa at my girlfriend Pam's apartment, with her snuggled up under one arm. She was wearing her typical at-home uniform of a long sleep-style tee-shirt that fell to mid thigh. Nothing else. No panties or bra. She had her knees drawn up beside her on the sofa, and my hand was draped casually across her big right breast. Her nipple was a stiff peak under my palm.

Pam was 18, although when we first met a couple of months earlier she had tried to tell me that she was 21. Probably because we had met in a bar and I was wearing a green baseball cap that said "Border Patrol" on it. She thought I was some kind of cop. Actually, I'm a lab tech at the hospital, and she had finally admitted her actual age after she learned that.

It's kind of ironic, actually. At 28, I was recently divorced, and had been out for a beer with my Dad, who throughout my life had been a mentor and paragon of wisdom to me. My wife of seven years had gotten pregnant with "our" first child, and shortly after the baby was born, I discovered that he wasn't mine. Long story, sad ending. I had loved her, and thought she loved me.

Dad and I sat at the bar, talking quietly, and it got around to my love life. I had started dating again, mostly a couple nurses and a respiratory tech from the hospital, but it hadn't amounted to much.

"Dad, I'm lonely," I had said.

"I know, Son. Want a piece of advice?"

"Sure."

He sipped his beer, then grinned. "Find yourself a ripe little 18-year-old, and raise her up right."

I chuckled. "Yeah, right, Dad. Like some barely legal is gonna be interested in me. Besides, Jackie was 18, and look where THAT got me."

"And you were what, three years older than her? You didn't have any life experience either."

"OK, I get your point."

A week later, I met Pam.

So there I was on her sofa, watching some sappy Lifetime channel chick flick with her. And her roommate, Holly.

Pam was short, barely five foot one, and while she wasn't fat, she was far from slender. I'd guess she weighed 130 or so. She had a cute, freckled face with high cheekbones and a slightly upturned nose, pouty lips, and positively huge 38DD breasts with big fat sensitive nipples, a wide soft butt, and heavy but not overly thick thighs, with a softly rounded tummy. Her big tits fought gravity valiantly but still sagged a little due to their size. She wasn't fat, far from BBW material, and she was shaped nicely, but definitely big for her height. She had light reddish-brown curly hair that was barely long enough to cover her ears and the back of her neck, and big hazel eyes that seemed to change color with her mood. A recent high school grad, she was working in a nursing home as a certified nursing aid.

She had a bubbly, out-going personality, and a razor-sharp wit. In short, she was fun to be around.

Oddly enough, we never really "dated". Oh, we'd go out to eat together, or go to a movie or the mall or the zoo, but mostly we just hung out together whenever we could. We'd fucked for the first time the next morning after we met at the bar (we had departed separately, and I took breakfast to her apartment in the morning), but had swiftly become more than lovers. We were friends.

She had also turned out from the very first time to be an enthusiastic bed partner with a tight pussy and even tighter ass, came quickly, easily and frequently, and LOVED to give head, something my ex would do if begged on a special occasion, but was never very enthusiastic about or good at, and certainly never initiated on her own. For my ex, anal sex had been positively out of the question, no way, no how. Pam would pout if I let her go too long without my cock up her ass.

Pam had gotten into the habit of immediately dragging me to the bedroom anytime I came over and giving me a quick blowjob "so you can last longer later, old man," she'd joke.

Needless to say, it was enough to keep me interested and hanging around.

Her roommate, Holly, was a statuesque blonde. Tall and broad-shouldered, Holly easily stood 6 feet barefoot, with wide hips, a narrow waist, a generous butt and firm upthrust 36C breasts that looked small on her big frame. She wore her hair shoulder length, and had bright blue eyes that would bore into you and sparkle anytime she exercised her own quick wit. Considerably older than Pam, she was 25. She was dressed similar to Pam, except the panty lines gave away the fact that she was wearing bikini panties. She was seated in a chair to the side of the sofa Pam and I were on.

I had met Holly the same night I met Pam, as they had gone out together that night. Holly worked part-time as a secretary in a real estate office, and was studying for her real estate license to actually sell properties. She was cute, intelligent, a good conversationalist and funny, if sometimes a bit naive. I liked her a lot.

Neither of the girls made a lot of money, so to cut back on expenses they opted to share a small, one bedroom apartment. A big king-size bed dominated the tiny bedroom.

We had all had a few beers, and the stupid movie finally ended to their ooohs and aaahs. Pam leaned over and picked up the remote, and flipped the channel over to Cinemax, where predictably at this time of night, a soft-core skin flick was playing. A brunette with big fake boobs and a dark sunbed tan, complete with pale white thong bikini lines, was simulating going down on a Hollywood pretty-boy.

Holly, who was well aware of what happened every time Pam pulled me to the bedroom on arrival, blurted out, "I've never done that." Her eyes were locked on the screen.

"What?!?" Pam replied, incredulous. "You've got to be kidding me."

"Nope," Holly said, blushing. It was the first time I had ever seen her blush.

"Girl, we are going to change that, right here, right now, tonight." She whisked off her tee shirt and knelt naked on the floor, to the side of my knees. "Get naked!"

"But..." Holly stammered.

"Strip, girlfriend! It's time you learned how to do this. Get those clothes off. NOW! And get over here." Pam's hands went for my belt buckle, and the button on my shorts. I watched, stunned, as Holly meekly stood up, pulled her tee-shirt off, and dropped her panties, stepping out of them. While Pam was sexually aggressive, I had never seen her act this way, and certainly didn't expect Holly's meek compliance.

By the time Holly was naked, Pam had my shorts and boxers stripped off me. Holly started across the room towards us. Her nipples looked rock hard. I noted that her pubic area was shaved into a neat little landing strip. The rug matched the drapes perfectly. It was the first time I had seen her naked. She was still blushing furiously, her eyes locked on my crotch.

This was all happening too fast for my head to process. Had I known it was coming, I would have probably been hard as nails, but my cock was still hanging limp.

"Come here, and kneel between Ben's legs." Pam pushed my legs far apart, and Holly moved between them as instructed. Her eyes were wide, and she looked like she couldn't believe what she was doing. "Ben's still soft, that's perfect," Pam said. "Just lean forward and scoop his cock up into your mouth. ALL of it."

Holly's hot, wet mouth closed around my soft cock, taking it in to the root. I moaned and immediately began to thicken and grow.

Pam's voice dropped off to a low volume as she kept encouraging Holly. "Keep your lips around the base and explore with your tongue. Get used to how he feels as he gets bigger and bigger."

Holly's tongue began to work on the underside of my shaft. I felt her swallow excess saliva. I groaned, my cock growing swiftly now, until the head was prodding at her throat. Holly gagged a little and tried to pull back, but was held in place by Pam's firm hand on the back of her head.

"Shhhh," Pam softly soothed her roommate. "Relax. Breathe through your nose. You can do this." Holly's eyes were wide and watering, but she gamely held on, breathing loudly but finally relaxing, until at last she had my now thickly rigid seven-inch cock firmly embedded in her throat. She started breathing more easily.

"Good girl!" Pam praised her. "Deep throat on your very first try!" She was now caressing the back of Holly's head. "Ready to learn more?"

Holly nodded, eyes gleaming.

"Stay right where you are," Pam instructed. "These are just the basics. You'll learn more with practice. Don't just do the same thing over and over. Change it up. Go fast or slow. Shallow or deep. Suck hard or soft and gentle. Use your tongue a lot, but never your teeth. Find out what you like doing, and how he reacts to it. Look up into his eyes a lot. Guys like that when you're sucking their cock. Got all that?"

Holly nodded again.

Pam continued, drawing it out on purpose, I think. "No hands. Mouth only this time. When Ben gets ready to come, he'll warn you." She glanced at me for confirmation, and I nodded. "Then you can take it in your mouth and swallow it..." she paused and Holly shuddered a little. " ... or you can go deep and let it shoot down your throat. You'll never even taste it that way. Either way, it's down the hatch and into your tummy. No spitting. OK?"

There was a pause, and finally, Holly nodded.

"Sound good to you, Ben?"

"Oh hell yeah," I said. It sounded fucking wonderful, as a matter of fact.

Pam sat back on her heels, patting her naked roomie on the back. "He's all yours, girlfriend. Have fun! Don't give it, TAKE it. Own it, girl! This is YOUR blowjob, not his."

Holly nodded again, then pulled back just far enough for the head of my cock to exit her throat, giving a soft moan of relief, then clamped down and sucked hard for a second. Releasing the suction, she drew back another fraction of an inch, then sucked hard again. Then she did the same thing, again. And again. Over and over. Slowly, with each repetition, her head moved back a fraction until only my fat mushroom cap was in her mouth. Holly held it there for a second, her blue eyes gazing up into mine, then opened wide and took me all the way to the root again in one swift, hard stroke that slammed her nose into my pubic bone. I gasped.