Summer of '64

by Ann Douglas

Copyright© 2001 by Ann Douglas. All rights reserved.

Coming of Age Sex Story: A visit to New York's Worlds Fair is only the second best memory for Peter Butler from 1964

Caution: This Coming of Age Sex Story contains strong sexual content, including Ma/Fa   Consensual   Fiction   First   Oral Sex   Slow   Young man loses virginity to his older boss.

The small group of teenagers sat in the corner of the near empty offices of Ryan, Smith and Dodge. It was lunch hour and most of the workers had taken advantage of the warm Friday afternoon to take a walk on the streets of New York.

Jimmy Ross, the youngest of the four, fiddled with the dial of his new transistor radio, changing the news station they had been listening to get the baseball scores to one that played top 40 tunes. To their annoyance, instead of how the local teams had done, the radio commentator had been going on and on about some incident with two American warships in some place called the Gulf of Tonkin.

"Where the hell is the Gulf of Tonka?" Joe Wilson asked, just before Jimmy changed the station.

"That's the Gulf of Tonkin, dummy," Peter Butler corrected Joe. "It's a body of water between Vietnam and China. Tonka are the trucks you probably still play with."

"Well thank you Mr. Geography," Joe laughed back. "Leave it to you to know the name of every unimportant piss-ant little country in the world."

"Well if you paid any attention in Miss Murray's class, you'd have known it too," Peter, who had gone to school with Joe, added.

"Yeah, like that little piece of information is ever going to come up again in my lifetime," Joe retorted.

The friendly barbs faded as the sounds of "Pretty Woman" replaced that of the wooden announcer. The discussion moved onto more important subjects, at least those more important to eighteen-year-olds working summer jobs before going off to college in a month. They went from the Yankees' chances of making it to the World Series again to the new James Bond film, Goldfinger.

"Hey did you see this about the new program that's coming on CBS next month?" Steve Walton asked as he flipped through a TV magazine as he ate. "It's about a bunch of people who take a mini-cruise and get shipwrecked on a deserted island."

"Now that sounds like a stupid idea for a show," Peter said as he finished off his own soda. "What's it called?"

"Gillian's, no wait a sec ... Gilligan's Island," Steve read.

"That sounds as stupid as the idea," Joe joined in as he leaned over and looked at the large picture of the show's cast that accompanied the article. "But I'll tell you what; I wouldn't mind getting stranded with those two," he grinned, pointing out the two younger women in the photograph.

"Yeah, like you'd know what to do with them once you were on the island," Peter interrupted.

"You'd better believe it," Joe shot back. "Trust me, a week alone with me on an island and I'd have both of them giving me blowjobs."

"More likely committing suicide," Peter corrected him. "As if you ever really got a blowjob in your life."

"Hey, all I can say to that is Donna Petrachinni, what more needs to be said."

Peter reserved comment on his friend's reply. Ever since the night of their senior prom, Joe had claimed to have gotten Donna Petrachinni to have gone down on him. The only guy in class to have the nerve to make a claim like that. Now Donna wasn't exactly the hardest girl in town to talk out of her bra, and sometimes even her panties, although it was only to let you rub her pussy with your hand. Getting her to take your cock in her mouth was something else all together.

Blowjobs or oral sex if you wanted to get technical, were the Holy Grail of sexual accomplishments among all the guys they knew. Few were those who had actually experienced one. Not even Peter's older brother, Mark, who had been married a year now, had ever gotten one. The subject had come up in a discussion between the two brothers and the elder admitted that his new bride wouldn't even discuss the idea.

"Hey, I'll tell you who I'd really like to be stranded on a deserted island with," Steve said, saving Peter the trouble of having to once again express skepticism over Joe's reoccurring claim. Three sets of eyes turned in Steve's direction for the answer. The blond haired teen waited a long heartbeat and then answered, "Kathy Chakiris."

A chorus of "Oh Yeah" came from Joe and Jimmy in response to the answer. Peter, strangely enough, tried hard not to react to the suggestion. It wasn't that he didn't agree with his three co-workers' assessment. Far from it in fact. He was just afraid that if he replied at all, it would be so enthusiastically that it would be embarrassing.

The second youngest of the summer help, although that really didn't matter that much when you were only talking about months if not weeks difference, Peter Butler had been totally smitten by Kathy Chakiris since the day he'd been hired. In that regard, he was far from alone.

Kathy Chakiris was a tall, dark-haired woman of thirty who was the back office's chief clerk. A sort of assistant to the office manager, she had a lot of responsibility but little real authority. Of Greek background, Kathy was without doubt, the sexiest woman in the company. Aside from her deep olive skin and dark red lips, she had a striking figure that included a bust to rival Jane Mansfield's.

Divorced two years ago after an eight-year marriage, it had become a point of certainty among most of the men in the office that she was hot to trot. This was a belief that none of them had ever been able to back up with personal experience, but a strongly held conviction never the less.

Almost as if on cue, people began to return to the office at that moment, and in the forefront of the group was Kathy. Dressed in a form fitting dark blue dress that hugged her figure like a second skin, she was also wearing the dark sunglasses that she wore even inside the office. Peter couldn't recall ever seeing her without those glasses, an element that just added to her allure.

"Good afternoon boys," Kathy smiled and said as she walked past the small group.

None of them really answered, feeling her gaze even through her dark glasses. It was almost as if she knew what they'd been discussing. At least that was the way Peter felt. He was also sure he wasn't the only one of his friends who thought of Kathy when they were alone and took matters in hand.

It wasn't until two more groups passed that the four young men tossed the remnants of lunch into a pail and went back to their work spots. Peter happened to be assigned to Kathy's department this week and had only settled at his desk when Mr. Davis, the department manager walked into the center of the room and called for everyone's attention.

"I'm afraid that I have some bad news, Ladies and Gentlemen," the balding fifty-year-old announced. "I just got a call from a friend at the home office and it seems that we're going to find ourselves the recipients of a surprise audit come Monday morning."

A flurry of low groans greeted the announcement. People who had been there for any time knew what was coming next.

"Now while I'm sure that they'll find everything as it should be, small errors have been known to happen from time to time," Mr. Davis continued. "So as we've done in the past, I'd like you all to come in tomorrow morning and we'll run a practice audit. Just to make sure that everything balances."

A second round of groans, which Davis just seemed to ignore, followed the first. With only three more weekends left in the summer, each was precious. Mr. Davis assured them all that if they got in by seven, he was sure they could finish by noon and still have plenty of time to spend the day with their families.

"Excuse me, Mrs. Chakiris," Peter asked as he stepped up to her desk. "Does that include us, coming in tomorrow I mean?"

"I'm afraid so, Peter," she replied with a friendly smile. "Even though you really don't have anything to do with the audit, Mr. Davis likes everyone to come in as a show of support. I'm sorry."

"That's okay," Peter smiled back. "I don't really mind, I just wanted to be sure that I was supposed to come in, that's all."

"I wish everyone were so co-operative," the tall woman replied. "It's all I can do to get some people in here kicking and screaming."

"Well I guess I better get back to work," Peter said as he walked away.

He glanced back over his shoulder to see Kathy already once more engrossed in a report that had been sitting on her desk. When he got back to his own desk, Peter was immediately aware of two things. One, that he could still smell her perfume, and that two, he had a first class hard on because of it. Looking downward so no one could see him blush, the dark-haired young man hoped that the former would stay with him for some time, and that no one had noticed the latter.


Peter had to rise extra early Saturday morning to catch the train and get into the office by seven. He hoped that Mr. Davis had been right about their being out of there by noon. His father had won tickets at the local bar to the game between the Mets and the Colt 45's out at Shea that afternoon and had given them to his two sons. A Yankee fan to the core, Ben Butler had no interest in wasting his Saturday afternoon watching Casey Stengel's Amazing's make fools out of themselves once again. Not that the new Houston team was that much better.

Now if they had been Yankee tickets, he would've been more than happy to truck out to the Bronx and watch Yogi Berra's Bombers on their way to yet another World Series. The days of the great Titans of Yesteryear might have been fading, but an afternoon watching the likes of Mantle, Ford and Maris was still not to be missed.

"One of these days," Peter had told his Dad, "the Mets are going to really be contenders. They might even be World Champions."

"Sure they will," his father had laughingly replied. "That'll happen right after they really walk on the Moon."

Not really one to speak ill of the dead, but Ben Butler had an even lower opinion of President Kennedy's promise to send men to the Moon before 1970 than he did of the National League's new team. Another colossal waste of time and money, he'd said at the time. Even if it was somehow possible, which he doubted.

Before he left home, Peter had left a message with his brother's wife that if he couldn't make the game, he'd call and let him know. It would be real easy for him to find someone to go in Peter's place.

The prospect of spending a whole Saturday in the office instead of just the morning proved to be the great incentive that Mr. Davis had said it would be. Never had Peter seen some of his fellow workers do their jobs with such animation. By eleven twenty-five, the practice audit was done and people were already making for the doors.

"Excuse me," Kathy said, loud enough for everyone still around her to clearly hear. "I could use a little help in putting all of these ledgers away."

Dozens of eyes looked at the scattered piles of heavy accounting ledgers that had been left scattered across a dozen desks. Normally kept in a large storage room down on the twenty-first floor, they had been moved upstairs for the audit.

With half the work force already gone, none of those left wanted to get stuck any longer than they had to.

One by one, they came up with some excuse as to why they couldn't stay. Without the authority of the office manager behind her, and he had been the first to leave, Kathy really couldn't force anyone to stay.

"Come on, Pete," Joe said as he started for the door. "If we can catch the train, we can be home in an hour."

Peter thought about it a few moments, then said. "You go ahead, I'm going to stay and help."

"Whatever the hell for," Joe said. "No one else is."

"Because it's the right thing to do," Peter answered. "If you want to go, you go ahead."

"Suit yourself," Joe said, shaking his head at his friend's attitude. "But just remember Pete," he said in a lower tone that only the other teen could hear. "It's not like she's going to be so full of deep appreciation that she's going to drop down to her knees to thank you."

"Sometimes, Joe," Peter said as he watched his friend walk away, "you really are an asshole."

By the time Peter walked back into the office, Kathy was the only one still there. She was loading a few of the ledgers into a shopping cart that they used to move them between floors. Picking up two of the books from a nearby desk, Peter dropped them into the cart.

"Oh Peter," Kathy said as she jumped slightly at the sound of the books landing on her own pile. "I didn't realize that anyone was still here."

"I thought I'd stay and lend a hand, Mrs. Chakiris," the younger man said.

"That's very nice of you," Kathy replied, her smile exhibiting a genuine warmth that he had never seen before. "But if you are going to stay, I'm going to insist on one condition."

"What's that?"

"You stop all this Mrs. Chakiris nonsense," Kathy laughed. "Like I've been telling you to do all summer. You make it sound like I'm old enough to be your mother."

"All right, ... Kathy." Peter smiled as he piled another few ledgers into the cart.

Even with the two of them, it took another hour and four elevator trips to the twenty-first floor to put away all the ledgers.

"I read an article the other day," Peter said as pushed the now empty cart down the equally empty hall. "that said that someday they'll be able to make computers that will keep all these records on a disk the size of a pack of cigarettes."

"Are you sure that wasn't one of those science fiction magazines," Kathy laughed. "Sounds like something out of the Outer Limits."

"No, it was Scientific American," Peter said, then realized that she was joking with him. "Oh, I get it."

The elevator door opened once more on their floor. As they stepped back into the office, Kathy checked her watch.

"Quarter after one," she said out loud. "I was afraid that I wouldn't get out of here until after three."

"Oh no," Peter exclaimed as he heard the time. "I forgot to call my brother about the Mets game."

He quickly dialed his brother's house on the closest desk phone. His sister in law told him that Mark had already left for the game. She also told him that when Peter hadn't called him one way or another, Mark had simply asked one of the neighbors if they wanted to go.

"You were supposed to be going to the baseball game?" Kathy asked Peter, not being able to ignore the telephone conversation.

"My Dad won a pair of tickets, he gave them to my brother and me," Peter explained.

"Now I feel guilty about having you stay and help," Kathy said.

"You don't have to feel that way," Peter replied. "I wanted to stay, I really did. More than I wanted to go see the game."

"I think you're lying," Kathy smiled. "but thank you for saying that. I really do appreciate your staying."

Peter wasn't sure what he was going to say next, but whatever it was, it flew right out of his head as Kathy leaned over and gave him a thank you kiss on his cheek. It was the sort of kiss you would get from a friend, but as unexpected as it was, he couldn't have been more surprised if she had kissed him on the lips and stuck her tongue down his throat.

"You really are a dear," she said with a smile after the kiss.

"I guess I'd better get going," Peter finally replied, still at a loss for words.

"Before you go, Peter," Kathy said as she sat on the edge of her desk and crossed her legs. The black slacks she wore seemed to accent, rather than hide her long legs, "can I ask you something?"

"Sure, anything," he quickly replied.

"Do you ever hear the men in the office talking about me?"

"I'm not sure what you mean?" came his reply.

"Oh I'm sure you do," Kathy said. "It's no secret to me that a good many of the men in this office look at me as some sort of easy lay, even though I've never so much as gone out with any of them for a drink after work."

Peter was shocked to hear the phrase "easy lay" come out of Kathy's mouth. It wasn't the sort of thing he'd ever heard any woman say.

"Well I try to ignore office gossip," he said.

"But you have heard it?" she asked again.

"Yes," he finally admitted.

"Do you think that it's true?"

"Well I guess it doesn't have to be true to be gossip," Peter said after a few moments consideration.

"Well just to set the record straight, I'm not an easy lay, despite what anyone says. Most men these days see a woman who is both attractive and divorced and automatically assume that if she shows the slightest interest in them, all she wants to do is go to bed with them. As if she was nothing better than some common streetwalker."

With his eyes fixed on the contours of her body, the first thing that came to Peter's mind was that there was nothing common about Kathy. Then his common sense took hold and he said nothing. Yet he wondered why she was telling him all of this.

"One of the reasons why I don't date anyone from the office," she went on, "is the fact that because of that view, any invitation I did accept would be taken as an invitation to something far more than dinner. Even if that expectation went unfulfilled, there are many of those who would assume that it had been realized."

Peter was now totally confused and still confused by the candor of her statements. It was almost like talking to one of the guys. After all, girls didn't talk about getting laid, did they? Finally the thought occurred to him that she was telling him all of this because somehow she had heard what he and the guys had been saying about her in their lunchtime bull sessions.

"I guess I'm sort of guilty too," he admitted with a deep blush as he explained how she had come up in their noontime discussions. He left out, however, the fact that she was a frequent visitor in his own masturbation fantasies. That would be too forthcoming.

Kathy laughed at his admission. It took him a few seconds to realize that she wasn't laughing at him, just his admission.

"Sweetheart, it doesn't bother me that you and your buddies talk about me," she laughed. "That's just part of being eighteen and perpetually horny. In fact, I'd be more offended if you weren't checking me out. Women have egos too you know. I wouldn't even be shocked to know that one or two of you might think of me late at night."

This was way too much, Peter thought to himself. He couldn't imagine any woman saying the things that Kathy had just said.

"I guess by now I have you totally confused, don't I?" Kathy finally said.

"Sort of..." Peter answered.

"Well the reason I guess I told you all of that was because I want to make it up to you for missing the baseball game and spending your time helping me. I just wanted you to understand that what I was offering was exactly that, with nothing else attached."

"Okay," Peter replied, still not really understanding.

"I was going to the World's Fair out in Flushing Meadow tomorrow with my roommate," Kathy finally explained. "But she had to go home to New Jersey last night because her Mother is ill. Since the tickets to the Fair are already paid for and everything, I was wondering if you'd like to go with me? Just as friends."

Peter's eyes lit up. Despite living not all that far from the Fair, he had yet to go there. It was one of those things that you kept saying, next weekend. Without even thinking about it, he was saying he'd love to go.

"That would be great," Kathy said on hearing his reply. "Would you rather meet me at the entranceway, or do you want to come over my apartment and pick me up. I live up on Belle Boulevard."

"I guess it would be easier to meet at your apartment," Peter said, not having realized that Kathy also lived in Queens. "The way the crowds are at the Fair, we might never find each other."

"You're probably right," Kathy agreed as she wrote down her address on an index card for him. "We should get an early start, would eight be too early?"

Peter said that eight would be fine as he took the card from her. Kathy said that she had some errand to run in the city and that she would lock up everything in the office.

As he rode the elevator down to the lobby of the midtown office building, Peter only now realized what had just happened.

"Wait until I tell the guys that I'm going to the World's Fair with Kathy," he told himself excitedly.

Then he considered what Kathy had said about how the men in the office viewed her, a view shared by his friends, and decided that perhaps this was something that he should keep to himself after all.


Peter spent almost an hour getting dressed the next morning. Normally, Sunday called for just a pair of shorts and a T-shirt, but today was going to be special. Out came a blue dress shirt and black pants that were only slightly less proper than those he wore to the office. The eighteen-year-old had only finally begun to sprout facial hair during his senior year and it was a growth that was usually sporadic at best. Still he spent a careful ten minutes of that hour making sure his face was smooth and clean. Completing his morning ritual, he splashed on cologne, taking care not to overdue it.

Luck was with him as he managed to get out of the house without running into anyone who might be curious as to where he was going so dressed up. His good fortune continued as he managed to catch the bus over to Kathy's apartment. On a Sunday schedule, he would've had a good wait for the next one.

Kathy lived on the top floor of a three-levels family house. He checked his appearance one last time before knocking on her door. All the way over here, he had been rehearsing bits of conversation that he was sure would impress her, beginning with what he was positive was a great compliment on how great she looked this morning.

All that mental time and effort went to waste when Kathy opened the door. Peter could only mumble a feeble good morning as she swung the door open and invited him inside.

Kathy must've just stepped out of the shower because all she was wearing when she answered the door was a wrap around towel. Peter's eyes opened wide as they fell immediately on the highly visible valley of her large breasts.

"Well good morning, Peter," she said with a bright smile as he stepped inside. "I'm afraid I was up a little late last night and overslept," she added in explanation of her appearance. "Just give me twenty minutes and I'll be ready to go."

With that she turned and vanished into her bedroom, leaving a still shocked Peter staring at the long, smooth legs stretching out from beneath the terrycloth covering.

Peter finally found his voice again once Kathy was gone. He couldn't believe she had just opened the door dressed like that and was so casual about it.

"Well, that didn't take too long, did it?" Kathy said as she stepped out of the bedroom fifteen minutes later.

Gone was the towel, replaced by a pair of black slacks that hugged both her long legs and ass and a yellow short sleeve blouse that was only slightly looser around her chest. Her long hair was pulled back and held in place by a black headband.

Kathy took a few moments to check the contents of the small purse she had taken off a nearby table, then snapped it shut.

"Shall we go?" she said with a broad smile.

The trip over to the fair grounds took only twenty minutes, or about a third of the time the two of them had to wait on the long line outside the main entrance. It seemed like half the city had decided to take advantage of the beautiful weather and picked today to visit the fair.

Peter didn't care, he was having the time of his life. Kathy and he were having the most interesting discussion about the fair. He learned for the first time that this was actually the second World's Fair to be held at Flushing Meadow. The first had been twenty-five years ago. Kathy had a childhood memory of being taken to it by her parents.

Finally, they passed through the gates and the wait was more than worthwhile. It was like stepping into another world. The world of the future.

Despite the crowds, they wanted to try and see everything. They rode the AMF Monorail and the Swiss Sky Ride, for the latter of which Peter insisted on paying for the two of them, even though he thought the seventy-five cent ticket was a bit excessive given what he made a week.

They had their photograph taken in front of the Unisphere and Kathy treated the two of them to a Bel-Gem, a delicious concoction made up of a fat waffle base, piled high with strawberries and topped with whipped cream.

"You know, when my Mom was a kid, when you treated someone, they said you were blowing them." Kathy remarked as she finished her treat.

"That's very interesting," Peter replied, trying not to laugh.

"So if you really wanted to," Kathy whispered in a sexy voice. "I suppose you could tell you friends that I blew you."

Peter almost choked on the last of his waffle when he heard that. He would've thought he was used to Kathy's little jokes by now. There were times her comments were as off-color as any of the men in the office. Kathy just laughed as she used one of her napkins to wipe the whipped cream off the young man's face.

"Careful, I don't want you to choke," Kathy grinned as she dabbed at the last white drop. "That would just ruin the rest of our day."

From there they went to the RCA Pavilion where they got to see Color TV. Peter was fascinated by the multicolored images. A child of the new television generation, he had never seen anything but black and white before.

Kathy had humored his interest in anything new and futuristic and had gone with him to the Hall of Science where they'd seen a full size diorama of a future space station, as well as giant models of the rockets that would one day take men to the Moon.

In exchange, she had taken him to the New York City Pavilion, a holdover from the Fair Kathy had attended as a child. One of the guides had explained that the building had also been the headquarters of the United Nations back in 1946. The admission to the exhibit was a more reasonable ten cents, a sum well worth it Peter agreed, just to see the incredible scale model of New York City that was the center of the display. The model had over eight hundred thousand buildings.

They ended the day with what turned out to be what Peter imagined had to be the highlight of his day. Pepsi-Cola had sponsored the new Walt Disney ride called It's A Small World. A childlike water ride through distant lands, it also had quickly become a sort of tunnel of love for young and not so young adults. The simple ride became memorable when Kathy, caught up in the moment, had given him a brief kiss.

"That, is for being such a wonderful escort." She said in way of explanation.

The glow from that unexpected kiss stayed with Peter all the way back to Kathy's apartment. In the hours they had explored the fair, he had discovered a side of the older woman he had never expected. Outside of the office she was even more sexy and fun loving than he could've imagined. Peter found himself wishing that he was ten years older, or that she was younger. Then again, he couldn't imagine any girl his age ever being so cool.

When they finally got back to Kathy's apartment, Peter stopped at the front door of the building and thanked Kathy once again for inviting him to go with her to the Fair. It had been a lot of fun, he'd told her and more than made up for the missed baseball game the previous day.

"Oh, aren't you going to come up?" Kathy unexpectedly asked. "It's still early."

"Sure, if you want," a surprised Peter found himself responding.

"Good, because I've enjoyed your company too much to want to see it end so soon." Kathy commented as she opened the door and stepped into the vestibule. "I'm sure we can find something or other to make the rest of the day interesting."

Following her into the building, Peter wondered what that might be.

"I'll be back in a minute," Kathy said as she dropped her purse on the same table she had picked it up from earlier in the day. "I just want to clean up a little."

"Sure," Peter replied.

"Why don't you turn on some music while you're waiting," she said before closing the bedroom door behind her. "There's soda or beer in the fridge if you want one."

Peter turned on the Hi Fi that sat on a table in the living room. Soft sounds came out of the twin speakers as Peter walked into the kitchen and opened the refrigerator. He was about to take a RC Cola, then decided what the hell and took a bottle of Rheingold beer instead. It took him a moment to find the wall mounted bottle opener since he didn't always carry his church key.

The beer was ice cold, something Peter appreciated. Although he only came of legal drinking age a few months before, Peter had his first beer just before his sixteenth birthday.

Walking back into the living room, bottle in hand, the eighteen year old only had to wait less then a minute before Kathy reemerged from her bedroom.

The only change Peter noticed was that Kathy's hair now hung free down across her shoulders. With a smile on her face, she crossed the room to join her guest.

"Now that looks great," Kathy said in reference to the beer in Peter's hand.

Peter felt like such an idiot. Of course he should've asked if she wanted one as well.

"Let me get one for you," he apologized.

"No thanks," she replied as she took the bottle from his hand. "I'll just share some of yours."

Kathy raised the bottle to her lips and tilted it upward, taking a long drink from it. A small drop of beer spilled past her mouth and ran down her neck. Peter watched in fascination as the golden pearl disappeared down the opening of her blouse.

"That was good," Kathy sighed as she lowered the bottle, handing it back to Peter.

"Sure you don't want one of your own?" Peter asked as he realized that there was only a drop left in the bottle.

"Know what I really want?" Kathy asked suggestively.

Peter was almost afraid to answer, thankfully Kathy answered for him.

"I want to dance," she said. "Dance with me, Peter."

Before Peter could say a word, Kathy was in his arms, her head resting on his shoulder. He barely managed to get the near empty bottle down on the table before the swaying of her body carried it out of reach.

"This is unbelievable," Peter thought as Kathy's body pressed hard against his own. "I have to be dreaming."

If it were a dream, and the entire day certainly did seem like such, the young man had a sudden fear that it was about to turn into a nightmare. With his eyes closed and his head swimming in the fragrance of Kathy's perfume, Peter was all too aware of the softness of her breasts pressed against his chest. It was only then that he realized what he was pressing between her legs.

The memory of Linda Conrad's quite angry response when he got an erection while dancing with her came immediately to mind. Would Kathy now have the same reaction?

Hoping to avoid just that, Peter tried to pull away from her, just enough to hide his embarrassment. Rather than becoming angry over what his movement now drew attention to, Kathy pulled him even tighter against her.

Then, in an action that almost made Peter quite literally faint, Kathy took one hand from around his waist and instead pressed it between his legs. Her hand cupping his now quite visible erection.

"Oh shit!" Peter gasped.

"Peter," Kathy said nonchalantly. "Do you remember what I said yesterday about not being an easy lay."

Feeling like their conversation had taken place a month rather then a day before, Peter nodded yes.

"Well, I have to be honest with you," she went on as her fingers massaged his cock. "That wasn't exactly true."

"What???" Peter thought.

"With the right person, I am an easy lay," she said, cutting right to the point.

A totally shocked Peter had no idea what to say. He couldn't believe what he was hearing.

"The key phrase being 'the right person'," she went on. "There are few men in our office that would fall into that category. That being said, I want to tell you that I think you are just so incredibly cute. There are times when I just want to eat you up."

"Me... ?" the dark-haired teen asked.

"Why do you find that so hard to believe?" Kathy asked with a wide smile. "I would think that the girls at your high school would've been all over you."

"Not exactly," Peter admitted.

"Well it was their loss," she laughed.

If he was older or just a little more experienced, Peter might've realized that Kathy was massaging his ego as well as his cock. The former making him much more receptive to any suggestion she might make.

The suggestions the thirty-year-old made as she whispered in his ear, were things Peter would never have imagined on his own. Not even during the late night sex discussions he'd had with his buddies.

"Do you want to play?" Kathy finally asked, play being the most erotic word Peter had ever heard in his young life.

"Oh yes," he said breathlessly, still unable to believe that his most secret fantasy was about to come true.

Kathy sealed the bargain with a kiss, her tongue reaching deep into Peter's mouth and stirring his soul. For a moment, he feared that just her kiss would be enough to make him come in his pants. Thankfully, that didn't happen.

Kathy reached up and undid the buttons of her blouse, undoing half of them. Peter's eyes opened wide as her olive skin became more and more visible. Then, taking his hand in hers, she guided it beneath her blouse and laid it to rest against her large breast.

"Does that feel nice?" she asked Peter, sure of his response.

"Oh yes."

"Well it only gets better," she promised.

After letting Peter enjoy the softness and warmth of her flesh for a few moments more, Kathy removed his hand. She then stepped back and undid the remaining buttons of her blouse, letting it fall from her arms and down to the floor.

The bra Kathy wore was pretty much the same kind Peter had seen in the hamper in his house, worn by his mother and older sister. It was however several sizes larger. Next to Kathy, both his mother and sister were as flat chested as a boy.

Kathy held her bra in place with one hand as she reached back to undo the clasp that held it in place. Watching her, Peter found himself thinking of the many times he'd locked himself in the bathroom with his mother's mail order catalogues. His first masturbation aids had been the pictures of the underwear models in those books. Later, he had graduated to hand me down Playboys from his older brother. He had always tried to imagine what those women looked like when they took off their bras. Now he waited in anticipation as Kathy slowly removed hers and let the white garment join her blouse on the floor.

What Kathy's mounds looked like under her clothing had been the subject of endless hours of discussion among Peter and his friends. To his delight, the teenager discovered that they were more beautiful that he could have imagined.

It wasn't just their size, which was impressive in itself, it was the symmetric perfection of both of them. Her skin was flawless, the hue of which added to its beauty. The areola surrounding her thick nipples were larger than a silver dollar and several shades darker than her skin. Nowhere in the two-year's worth of men's magazines his brother had bequeathed him had he seen breasts quite so spectacular.

"You like?" She smiled.

"Oh yes," Peter replied.

"Then let's see what else we can find that you might like," Kathy quipped.

Peter watched with rapt fascination as Kathy slid her feet out of the soft shoes she had been wearing. Then her hands glided down across her stomach and into the waistband of her slacks. Undoing the clasp that held them in place, she bent over and slid them down and off her legs. All that was left between his gaze and his first real look at a woman's sex was a pair of simple white panties.

"I think that maybe we'll wait a little for these," Kathy said as she toyed with the edges of her panties before letting them go.

Instead, she stepped back to Peter and kissed him again. This time it was a kiss filled with hunger, unlike any her young guest had ever experienced before. Her hands were all over him, undoing the buttons of his shirt and then the belt and button of his pants.

With an eagerness that he couldn't have imagined a woman capable of, Peter had his clothes practically torn off him. In no time at all, all he had left was his Fruit of the Loom briefs. Briefs hard pressed to restrain his enlarged manhood.

A manhood that once more threatened to explode as Kathy's hand slid inside his underwear and wrapped around it. She took Peter's hand and guided it into her own panties, pressing it against her wetness.

"Oh shit!" Peter gasped as he was bombarded by the twin sensations of her touches.

In his young life, Peter had twice felt the touch of feminine hands on his cock, and once the softness of a girl's sex. Those touches had been brief encounters in the back of his parent's car, both times with high school classmates. Now, he told himself, the touch was that of a woman, not a girl.

Kathy guided his mouth to her breast, pressing her nipple between his lips. Like a newborn and hungry infant, Peter automatically began sucking on it. Drawing if not milk, then a captivating sexual excitement. A soft moan escaped her lips as his tongue caressed her flesh.

"Oh baby," Kathy said as her young lover began to spread a pleasing warmth across her breast. "that is so perfect. It feels so ... so good."

After a while, she shifted his attention to her other mound, enjoying his enthusiastic ministrations. Long ago, in college, an older female professor with whom she'd been on close terms had once remarked that there was nothing better than having a younger lover. Back then, Kathy had thought it a strange thing to say; believing that it would make more sense to have a mature, experienced man in her bed. The man she had married in her senior year had been five years older than her. Since then, she had learned that her professor's expertise went beyond what was taught in the classroom.

Pressing his face between her large breasts, Kathy held him tight. The press of her flesh against his brought a moan of enjoyment from Peter this time.

Still holding him, Kathy guided him to the couch and eased him down onto it. She dropped to her knees, reaching out with nimble hands to take hold of his briefs. Briefs which now slid down his legs, exposing the full length of his hard cock. An exposure that only lasted a few brief moments before Kathy learned forward and took him whole in her mouth.

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