I was the typical, horny, eighteen-year-old back in the late sixties. It was a warm Spring Saturday evening in southern Michigan. My girlfriend and I had recently broken up, and I was looking for someone to take her place.

Jim, my long time friend, and I had been riding around doing a whole lot of nothing that night, and it was getting late. Jim was spending the night at my place, and we were about to head home. It was then that we spotted them. We were completely surprised to see them hitch-hiking so late in the evening. There, on the side of the road, with their thumbs up, were two of the cutest girls either of us had seen in a long time. Girls like that just didn't hitch-hike, especially late at night.

Of course, we stopped and offered them a ride. They jumped into the back seat and thanked us for stopping. They then introduced themselves. Jim was driving and the girl behind him was Sam (Samantha). She was a little taller and slimmer than Karen, the girl who was sitting behind me. Sam was about 5'7", slender, and had a nice set of what looked like 'B-cup' tits. Karen, on the other hand, was about 5'5", nicely rounded with a little, but not too much fat. She had a great set of what looked to be 'C-cup' tits.

Sam said they had left northeastern Ohio early that morning and were heading for California. They were sisters, and they had friends and family there that would take them in. "We don't have any money, but would really be thankful for any help you guys could give us."

I asked if they were hungry, and they said they were. Sam added that they needed a place to stay for the night too. We headed for the local A&W burger joint where we ordered them dinner.

As they ate their meal, I asked. "How do you expect to get across country without any money?"

Sam and Karen looked at each other, smiled, and Sam bluntly and boldly stated. "Sex! We're both on the pill, and we'll give sex for help."

After nearly gagging on my drink, I asked Sam. "How old are you?"

Sam said. "I'm eighteen and Karen is seventeen."

Jim and I looked at each other and grinned ear to ear. The gods had smiled upon us.

I offered to put Sam and Karen up for the night at my place, feed them breakfast, and take them to the main highway in the morning.

The girls briefly looked at each other then nodded. Somewhat shyly, Karen smiled and said. "Okay. That will be great."

When the girls finished their meal, we headed toward my place, but not before Sam and I changed places. Sam now sat with Jim, and I got in back with Karen. Both girls slid up close to us and kissed our cheeks. Karen seemed to be following Sam's lead. She mirrored almost every move her older sister made.

By the time we got to my place, I had Karen's blouse partially open and was massaging her ample tits through her bra. Her nipples were beginning to harden, as was my dick. Our tongues were exploring each others mouths. Sam, in the mean time, had turned and leaned her back against Jim. He had his arm over her shoulder. He had reached into her blouse and bra and her right tit was in his hand.

Upon arriving at my place we went inside and had a soft drink. As we drank our sodas, we resumed petting. Karen still seemed to be following Sam's lead. Whenever Sam rubbed Jim's leg, Karen rubbed mine. When Sam unzipped Jim's pants, Karen unzipped mine. Sam began kissing and licking Jim's dick, and Karen did the same. When Sam took Jim's dick deeply into her mouth, Karen only took a couple of inches of my cock into her mouth.

By that time, Jim and I had opened both of their blouses and had their nipples fully erect. We were all ready to head to bed.

Jim was the first to move. He stood, took Sam by the hand, and led her off the my spare bedroom. Sam looked at Karen, smiled, winked, and walked out of the living room with Jim. Karen returned her smile and nodded yes.

I stood, pulled Karen up to me by her hand, hugged and kissed her passionately. I then led her to my bed. Before lying down we embraced again. As I held her close to me, I reached down and firmly squeezed both of her ass cheeks. A soft moan came from her. After releasing my grip on her ass, I slowly finished opening her blouse. I then lifted her bra above her tits.

I reached out and took both of her tits into my hands. "Wow, Karen! You have a great set of tits!" I appreciatively told her.

She smiled at me when I told that. Karen seemed nervous but she didn't try to stop me as I pulled her blouse off her shoulder and removed her bra. Her hardened nipples stuck out like large pencil erasers. Her belly was smooth and just slightly rounded. She had just enough fat to make her soft.

I knelt down in front of her to suck her nipples.

Karen gasped then groaned while I alternately suckled her nipples. In the mean time, I unbuttoned her jeans and lowered her zipper. I pushed them off her hips and dropped them to the floor.

She stepped out of them and stood before me in nothing but her white cotton panties.

I stood and again hugged her close to me. Karen was noticeably shaking. I asked her. "Are you sure you want to do this?"

She answered with a shaky voice. "Yes! I've never done this before, but I really want to. Just be gentle with me and go ahead."

"You're a virgin then?" I asked.

"Yes, but please don't stop." She replied.

With that we hugged tightly, and I began rubbing my hands up and down her bare back. My hands rubbed lower and lower until I had two hands full of her ass. Karen seemed to be relaxing a little. I picked her up and gently laid her on my bed.

I quickly undressed and got into bed with her. I began stroking her tits and belly. When I started sucking Karen's nipples, she softly moaned. Pinching her nipples brought a little gasp from her.

As I alternately sucked on her hardened nipples, my hand found it way to her crotch. I began rubbing her bush through her panties. Occasionally, I'd reach down and slide a finger over her panty covered slit.

Her moans were getting louder, and she spread her legs just a little. She began to squirm as I rubbed her pussy. She raised her hips up and pushed her pubic mound against my hand. Her panties had become soaking wet with her pussy's lubricating juices.

Pushing them aside, I soon had a finger slowly rubbing the length of her slit. Every time I touched Karen's clit she gave another gasp. She arched her back to raise her pussy up to my hand as I softly massaged her clit. I removed her panties and pulled her legs apart enough for me to lay my shoulders down between them. My face was only a few inches from her virgin pussy.

"What are you doing?" She asked.

"Have you never had your pussy eaten?"

"No! Will it hurt?" Karen was really naive.

"Not at all, and you'll probably like it a lot." I assured her.

"Okay. Just be gentle, please."

With that I resumed stroking her slit with my finger. When she again began moaning and thrusting her hips again, I removed my finger and gave her one long pussy lip parting lick from her asshole to her clit. "Karen, you smell and taste delicious."

Karen began shuddering as I continued licking. My tongue began probing her virgin love hole. When I gently sucked her clit into my mouth, she grabbed the back of my head and tightly pulled my face into her drenched pussy. I sucked harder.

"Oh, oh, oh shit!" She yelled.

As she calmed down, I moved up beside her and resumed petting her pussy with my hand. An occasional finger would brush her asshole. I asked if that was her first orgasm.

"No, but they weren't nearly that strong when I played with myself." She replied.

"Will Sam get worried if you keep yelling like that?" I asked.

She said they had a code word to use if she needed help. Karen added. "Sam told me it would probably hurt the first time, but that didn't hurt a bit."

"That's because we haven't popped your cherry yet. Babe, that was only my tongue. It's my dick that will pop your cherry and open your pussy." I told her.

She looked away and said. "Oh."

I think she was embarrassed to be so ignorant about her own body. I took her chin, turned her to face me, and deeply kissed her. I told her. "It's alright. You're new, and you'll learn. We've got all night." Then, as an after-thought, I asked. "How old are you again?"

She smiled and cuddled closely, hesitated and said. "Fifteen, but please don't stop. I really want this."

"How old is Sam?" I asked.

"She's sixteen, but she's done this a bunch of times."

As if on cue, I began hearing noise coming from my second bedroom. It sounded like Jim was riding Sam hard, and she was cuming loudly.

After giving this new information about two seconds thought, I resumed petting Karen. Like most young men, I was thinking with the head of my cock, not the one on my shoulders. All I knew was, I had a cute girl, naked on my bed, and she wanted me to fuck her virgin pussy. Well, a fucking she would get.

Karen again began to respond to my hand on her pussy. I sucked hard on her nipples as I spread her pussy's lips and worked a finger into her virgin hole. She slowly began to spread her legs wider to give me better access. It wasn't long before I had a finger partially in her pussy. It was soon joined by a second. I gently stroked her clit with my thumb.

Karen's body knew what to do, even if she didn't. She was soon humping up to my hand with her legs spread as wide as she could get them. Keeping my fingers working inside her fresh pussy, I returned to lying between her legs. Just as she seemed to be about to cum again, I pulled my fingers from her pussy. I began sucking hard on her clit and tried to shove a wet finger into her asshole. I could only get it up to the first knuckle.

"Yes!" She screamed.

I shoved the finger in her ass up to the second knuckle.

This time, as she calmed down, I pulled my finger from her ass but kept eating her pussy. She was soon ready to cum again and still hadn't been fucked. That was about to change.