Carla was talked into going by her friend Lillian, although it wasn't hard to do. A motel twenty miles down the highway had a pool party every Wednesday night and Lillian came up with the idea of going down on some hot July night. They could get a room for the night, party it up as late as they wanted and sleep it off in the morning. Besides, they could get lucky and meet some men. It seemed like a good plan for a couple of over-forty divorcees, so Carla decided she was up for it. So Lillian made the reservations.

On the big night she packed an overnight bag and waited for Lillian to pick her up. Wondering just what to expect, she looked at herself in the full length mirror in her room: not bad for forty-two she thought. A few laugh lines on her face, a slight swell in the abdomen, breasts sagged a little when she took her bra off, but that gave them the illusion of being bigger than they were. No, she thought, not bad at all. Finally Lillian arrived and they were off. When they got to the motel they checked in and went to their room to change.

"Why don't we go down by the pool area and see how other people are dressed for this thing?"

"Because," Lillian replied, "it's a pool party, how do you think people are gonna' dress?"

"Dunno, never been to one, I'd just like to see. I don't want to be the only ones wearing nothing but a bathing suit."

They went down and looked in. Carla had been partially right, there were a lot of people wearing sweats and jogging outfits, however most were in swimsuits. They went back to the room and put on their suits: Carla a black one piece, Lillian a red two piece that showed off her generous bust. Both wore terrycloth beach jackets. Ready for the evening they went back down. As registered guests, they didn't need cash just their keycards, everything could be charged to their room.

The set up was nice, tables set up around the pool area and on one side the window walls to a banquet area had been opened where a buffet was set up and a section set up for dancing. There was only one problem; the men that were their age were mostly there to meet young women, the younger women seemed to be there to meet anybody who would buy them drinks, and there were a lot of college aged guys who seemed to be there to get drunk. It wasn't going to be the type of evening Carla had hoped for. But they would have to make the best of it and it could still be fun.

They sat at their table sipping their drinks, smiling and flirting with any man that looked their way. Lillian was good at this, she would stretch as if she were getting stiff, with her arms behind her head, and her back arched forcing her big tits tight against the top of her swimsuit. Other times she'd shake them by shrugging her shoulders. This got them a fair amount of attention. Some of the younger men would send them drinks, others asked them to dance. It wasn't going to be a bad night, just not what she'd expected. Finally, Lillian came back to the table after dancing with one of the younger guys for the third time.

"Look, I invited this kid Chet and his buddy over to have a drink with us, hope you don't mind. They don't seem like bad guys."

Carla had no objections; she just wished they were older. They arrived and Chet introduced his friend Ray as they sat down. They did seem like nice guys, while it was obvious they'd been drinking, they weren't hammered like a lot of the others. It was also obvious that Lillian had a thing for Chet and Chet had a thing for Lilli's rack. After about ten minutes of whispering and giggling, Lillian announced she and Chet were going for a walk.

"You two behave yourselves, OK?" she said as she got up and winked at them, "At least for now." Then they walked away, leaving Carla and Ray on their own.

It was awkward at first, but they both had enough alcohol in them to make conversation come easily. She learned he was 19, a second year college student. He and Chet were here for the first time, just to see what it was like. Nineteen, she thought to herself, her son was 21 and living on his own. What would he think of his mother sitting around drinking with a guy who was 23 years younger than her? Words like MILF and cougar ran through her mind, and oddly gave her a thrill.

They went to the pool and sat in the shallow end, away from the roughhousing that was taking place in the deeper water: guys throwing squealing girls in, doing cannonballs, and belly flops. Neck deep in the water they watched the activities, laughing and joking about it. After a while they got out, dried off and returned to the table for another round of drinks. She left her jacket off; the slight breeze that was blowing had a cooling effect on Carla's wet bathing suit.

She sat sipping a fresh drink, elbows on the table, her chin resting on the palm of her hand when Lillian and Chet returned. She didn't really have to ask any questions, Lillian's grin and the shy smirk on Chet's face told the whole story.

"Thought you got lost." She spoke without lifting her head from her hand.

"No, we were exploring, a big adventure."

"How big?"

"Big enough, girlfriend," with that Lillian gave her a wink. "The room's open, you planning your own adventure?"

"Don't push it." Then she noticed Chet's smirk growing; Ray looked uncomfortable, trying hard to seem indifferent. Carla quickly downed her drink, stood up and put on her beach jacket. She extended her hand to Ray.

"Come on sweetie, let us take a walk and give these two time to cool off."

With that she led him away. They left the pool area and went down the hallway towards the room. When they were alone she spoke in a hushed tone.

"I just wanted to get away from them. We don't have to do anything."

"Yeah, I understand. No big deal." There was a trace of disappointment in his voice.

Carla stopped and looked at him without saying a word. It suddenly occurred to her what she had just done; she'd led him on in a big way. She felt like the worst kind of cock tease. She had a choice: a tease or a slut. She made a decision; sluts have more fun. Kissing him lightly on the lips, she hugged him, pressing herself tightly against him. She laid her head on his shoulder.

"I said we didn't have to, I didn't say we couldn't. I just wasn't sure if you'd want someone my age."

Ray responded wordlessly by returning her embrace. She knew, of course, most guys his age weren't that fussy; when they had a chance to get their dicks wet, age wasn't going to get in the way. Stepping back from him she took his hand again and they continued down the hallway to the room. When they opened the door and stepped in, Carla couldn't help but notice the bed that Lillian had used and how badly messed it was. It must have been one hell of a fucking.

Removing her terrycloth jacket she sat on the edge of the unused bed, Ray sat beside her. She ran her tongue over her lips, moistening them, and then looking at him, tipped her head slightly to one side invitingly. Ray got the message, one arm slid around her shoulders, his free hand moved to her neck as he began to kiss her. As their lips worked against each other's, the tip of Carla's tongue slid between them where it met his. As she withdrew her tongue his followed it into her mouth where she began to alternately lick and suck on it. His hand slid from her neck down to her breast, massaging it through the material of her bathing suit. Her pussy was quickly growing damp. She no longer had any doubts about her decision to do this.

Interrupting the kiss, Carla brushed the straps of her bathing suit off her shoulders and pulled it down, exposing her tits. Pushing the suit to her hips, she raised herself up slightly and shoved it down past her knees where it fell to the floor. Rays eyes shifted back and forth from her tits to her pubic hair. She was getting further turned on just watching him. Finally he began fondling her breasts, and then started to kiss and suck on her nipples. One arm supporting her, she leaned back while the other hand ran through his hair. Occasionally, he would kiss the sides of her tits, the space between them, or up to the base of her neck. Now fully aroused, Carla was enjoying every second of it.

Suddenly he stopped and she felt the bed shift as he got up. She opened her eyes and watched as he stood in front of her and kneeled down between her legs. A bonus; he was going to go down on her. She slid her ass to the edge of the bed, spread her thighs wide for him, and leaned back on her elbows. She felt his hands caressing her inner thighs, then slide up through her bush to her stomach, and back down again. Then he started licking her pussy. As soon as he started she knew he had little or no experience with this, but she didn't care all that much: some were better than others, but there was no such thing as bad oral sex.

He lapped at her outer lips for a while then spread them wide and his tongue plunged in. It was all over the place, at one point he tried thrusting it in and out of her vagina; it didn't go very far, but it was still pleasing. His amateur efforts at pussy eating were bringing her closer and closer to orgasm. When she emitted a series low sob like moans, he stopped. Glancing down at him she saw him staring up at her with a concerned look on his face.

"God, don't stop now, honey. I'm coming. Please, please don't stop."

It occurred to her, he'd probably never seen a woman orgasm before. Probably thought it was always like in the movies; with a lot of screaming and crying out. He returned to his task, licking her cunt furiously now. She inhaled sharply as her back arched slightly and her ass cheeks tightened and relaxed several times, causing her cunt to bang against his mouth. There was a soft groan as she came. As the orgasm passed, her head lolled to one side as she took several deep breaths. Ray knew he'd done well as he kissed her on her snatch.

Seeing him remove his swim trunks, Carla moved on the bed, lying lengthwise on her side. When he sat down on the edge, she rolled over on her back, waiting for him. When he was above her, she took his hard-on in her hand and guided it to her pussy. When the tip of his cock touched her cunt he pushed forward. Carla had always loved the feel of penetration, and this was no exception. She savored the sensations involved as his prick burrowed into her; spreading her cunt lips apart, pressuring her clit, stretching her vagina walls. Not fully recovered from her last orgasm she was close to another. Carla focused her attention on the stiff young prick inside her as it began moving in and out of her churning pussy.