She’d asked me to come over after school to help her with algebra. It was easy for me last year but she had to take it again in 10th grade. Billie was in several of my other classes and had been for the last few years. A skinny redhead, she had a nice smile and had made an effort to get to know the shy introspective geek I was.

As I walked in the hall of her apartment building I saw a guy who I knew was a senior at our school come out of a door. He ignored me like upperclassmen usually do. The door was Billie’s apartment. I knocked and she opened the door quickly. I was struck speechless. She was naked!

Surprised too, she stuttered, “I ... I ... thought you were Brad coming back. Guess you’d better come in so I can close the door.” She scurried away and returned wearing a robe. I’d had a real good look at her front and back. As I said, she was skinny. No real tits but some good sized nipples. No waist and fairly bony hips. A big light red bush at her crotch so I couldn’t really see her pussy. When she turned I watched a pair of cute buns move as she walked.

I got a hard on immediately and it didn’t go away when she returned covered up. My first naked woman!

She was a bit embarrassed as she explained that Brad was her boyfriend and often came over after school. She’d lost track of time and made him leave when she realized I would be there soon. My knock was so quick she figured he had come back.

She looked at me more boldly, glancing at my bulging crotch, and said that they were having sex and he’d finished but she hadn’t. How would I feel about taking care of that?

My jaw just about fell off. She smiled, took off her robe, leaned over and gave me my very first hot tongue kiss. She put my semi-paralyzed hands on her chest and pulled me to my feet. Dropping down she undid my pants and struggled to extricate my erection which got tangled in my jockey shorts. Saying, “Mmmmmmmmm” as she wrapped her lips around it for just a short time. “Follow me!” was the command.

She flopped on her back in her messed up bed and I saw the pink and swollen labia of a ready woman for the first time. The inner lips were parted and there was a pearly glistening visible not far down in her tunnel of love. She grabbed my love handle and urged the swollen head towards its target. No foreplay this time!

She was studying my face as I sank pubes deep on the first insertion. She held my buns so I’d stay there as she whispered, “Is this your first pussy?” I nodded. “Take your time and enjoy me as much as I’m going to enjoy you. There is no rush. And talk to me...” She controlled my strokes, keeping them slow and short.

I blabbered, “OH My God! You feel incredible. I didn’t know my cock could feel like this. No wonder people want sex so much. Is it good for you too?” She smiled and nodded. “You are so warm and wet and soft. Am I big enough for you?” More nodding. She began undulating her hips holding me all the way in, to stimulate her clit I later learned, and began moaning and finally shaking in orgasm. She guided me to long strokes and I shot my first cum load inside a woman. I collapsed and she kept her arms and legs wrapped around me. When I awoke she initiated another more vigorous fuck with an equally happy ending.

We showered and worked on algebra until her mother got home. She gave me a peck on the cheek, and a big wink, as I left.

I tutored her in algebra and she trained me in sex three days a week after school. I soon noticed that some days I had to give her oral sex to get her ready for my cock and on others she was already slippery. I thought I knew why but asked about it one day after we fucked. She watched for my reaction as she explained that she was still screwing her boyfriend, sometimes just before I arrived like the first time.

She knew he didn’t love her and was only using her for sex but he took her to places on the weekends that I couldn’t. She kissed me and said, “I really care for you. I won’t say ‘love’ because I’m not sure I even know what that is. Maybe I’m using you for pleasure like he is me. You do give me a lot more of it than he does. Your cock fits me better and you try harder to make me enjoy it.”

I’d gotten erect hearing this and slid inside as we talked. “Thanks for explaining that. I appreciate honesty as much as anything even if it’s stuff I might not like hearing. Anyway, you were doing him before you met me so what can I say. I’ll just accept it for now.”

Billie gave me such a squeeze with her arms, legs, and pussy I could hardly breathe for a moment. She started crying, “OMG you are unbelievable! From now on YOU are my boyfriend and he’s just a fuck buddy! Now MAKE LOVE to me.” Boy, did I ever!

One day as I was taking my clothes off Billie said she hoped I wouldn’t miss getting sloppy seconds too much because Brad had broken up with her. She’d seen him hanging around a big-titted Junior slut at school and figured he was getting some of that too. No telling what kind of bug he might bring to her from that promiscuous pig. Just as well. She had a better boyfriend now anyway.

After a while, though, Billie seemed to be getting restless. She’d told me about how her sex life started. The boy next door was Brad’s younger brother, about her age. They’d played doctor as kids then one day she peeked in at her older sister screwing her boyfriend. She saw enough to get the idea and showed Jerry, the neighbor boy, something new to do with his little erection. They did it fairly often until her period started. She knew that meant something so told her older sister, who was a nurse, what all was going on. Sister used her connections to get her a contraceptive implant. Mom would NEVER hear of it.

She happily screwed Jerry as her pubes filled out and his pecker grew and began shooting semen. They were getting it on in his bedroom one afternoon when Jerry’s big brother caught them. You can guess what his price for silence was. His pecker wasn’t much bigger than his little brother’s and he made little effort to make it good for her so she would just spread her legs and put up with it for about five minutes a few times a week.

She still kept banging him even when Jerry found another girlfriend because she didn’t want to do without, and didn’t have enough self-confidence to find another boyfriend. He did treat her to enough fun and attention to keep her on the hook.

She was real glad when I came along. But she was pretty used to some variety between her legs. I had a possible solution. My long-time best friend Jimmy was intensely curious and envious of my relations with Billie. Would she consider showing him what sex was like as she had done me?