(Copyright held by the author)

"David!"

I opened my eyes wider and scanned the crowded Sunday-morning sidewalk. Sunday morning in a neighborhood that's almost all Polish, Italian, Irish and Latino means the sidewalks are Mass confusion, if you get my drift. And I was not all that fully awake anyhow, having finished Saturday night only six hours before.

"David!" The voice was right in front of me now. I looked down. Recognition came slowly. I blinked. "Elly?"

She smiled prettily and hoisted herself up and gave a little jump to plant a light kiss on my beard, catching me by surprise.

I stared at her. "You look unbelievable," I said, with complete sincerity. And her appearance was more than half the reason I hadn't recognized her.

I hadn't seen Elly in a few years. She'd just turned 16 a few weeks before we'd last bumped into each other. She'd been pretty much as she'd been the first time I'd met her, three years before. Elly was very short - 4-foot-7, I learned later - but not petite by about 20 pounds. Elly could have stood to lose that much and maybe a couple of pounds more, because a great deal of baby fat still clung to an otherwise fine-boned frame. She'd had a pretty, round face and Big Hair and seemed determined to dress as unattractively as possible. The last time I'd seen her, she was still just the plump, sweet, smart kid who sometimes needed someone with whom to talk.

Elly had made some serious changes. Make that Changes, with a capital "C."

The change that was unavoidably obvious was her figure. She'd done away with most of the weight; the rest had been redistributed. She'd always been buxom; now she'd melted most of the baby fat, and what was left was just busty. Even dressed to deemphasize it, she had an astonishing bust, the more so for her otherwise-slender frame.

She might have been dressed to deemphasize it, but nothing could hide it. Elly had a figure designed by the feverish imagination of a 14-year-old acne farm. She was very slim-hipped; she had no waist at all, and the way she cinched her fashionably cut loose jeans betrayed that. Her waist couldn't have been more than 18 or 19 inches.

But even the oversized flannel shirt (it was spring, but the Weather Gods had left some nip in the air to remind us that winter wasn't very long gone) and the oversized vest, unbuttoned, couldn't hide the swell of her breasts. Words like "massive," "huge" and "coconuts" came to mind. I probably could have worn the shirt she had on, and I'm a size 42; she still couldn't button the top three buttons over those tits.

But as fabulous as her figure was, as radiant as her newly slimmed and well-made-up face was, it was her vivacity that commanded attention. She was glowing and vibrant and gushing with news. She'd just signed on for a co-op in Flushing, and then she'd lost her job - at Shearson Lehman - but it didn't bother her. She was looking for work as an administrative assistant and was sure she could find it quickly. I agreed. Best of all, she'd done something I'd nagged her about in most of our last conversation - she'd had the doctor do a biopsy of the cyst in her uterus - and it had been removed early enough to insure that she was healthy and free from The Bastard That Kills.

Damn, she looked good! Her jeans clung to slim hips and legs that were just a shade too short even for her diminutive height. She'd had her hair cut differently, a bit longer and less full. Her eyes sparkled, and her lips and nose were perfect for her face. Elly had turned into a little beauty who happened also to be a sex goddess.

But she wasn't happy. She'd been taken with this fella for the past couple of months, an Afghan refugee, and she had the distinct feeling that he wouldn't be devastated if she left him. That, to her, meant he didn't care much.

We talked, and she told me she had a job interview for Tuesday morning, and she was tickled at the idea of meeting me for lunch when she was done. I sensed a tingly tension with her. She'd gone from a pudgy 16-year-old to a devastatingly sexy 20-year-old, and I wanted to explore it more (not being nearly as dumb as I look).

She called at noon, and I had her come to my office, in the Village. I brought my company's job listing with me and took her to a good neighborhood restaurant, China Bowl. Their prices were reasonable, the ambience was unhurried, and a sign in the window proudly proclaimed that they never used MSG.

Our waitress, who went by the name of Alice, was familiar to me. Alice and I had played trade smiles and try-to-catch-the-other-one-looking games for about three months. Alice, who was about Elly's height, came over for our order, took one look at Elly's preposterous bust - not too effectively hidden by a very conservatively cut neck-high collar - and gave me a look that said she was sure she could never compete with THOSE.

Elly and I had a pleasant lunch, and she thought my suggestion was nice - that she stop by my place later in the week and see what I'd done with it.

She rang my bell at 8:03 p.m. on Friday, and I buzzed her in. She was wearing jeans again and a simple, plum blouse under a loose cardigan. The blouse was tucked into her waistband, and when the cardigan came off, it looked like she'd stuffed a pair of cantaloupes into her blouse.

I gave her a glass of white wine (a Riesling) - her choice - and the two-bit tour. She thought my alleged cat was cute. She admired the photo montages of friends and family and the cat.

She enjoyed the stereo - choosing a recording by Kitaro, much to my surprise and pleasure - and ooohed and ahhed at the little study I'd created; it's the place where I write.

In the living room, she admired the nude torso framed on one wall. She asked; I told her: "Yes, that's her. It was taken by one of her former lovers." But what got her was the opposite wall:

"Did you READ all of these?"

I am always surprised when someone is impressed by the Library Wall in the living room. I explained to her that if you read for an hour a day, you read a couple of books a week. In 30 years, that's around 3.000 books. If you save some books - well, you pretty quickly end up with the Library Wall. My living room is only 20 feet long, so a wall of books isn't that big a deal.

But Elly was impressed. We sat, drinking wine and talked. I asked after some of her friends. One was dying of AIDS.

"I'm glad I got out of that crowd," she said. "When they started getting into stuff past a few joints, I got scared. He was doing needles, so I guess that's where he got it."

"There's lots of ways to get it."

She drained her glass. "Don't I know it! When I went to get tested for it - "

"You did?"

She nodded, eyes wide, as I poured more wine for her. Of course she did, she said - as if there were no other reasonable course. She was crazy about her Afghan refugee. "You think I want to take a chance on killing him? No way!"

Which was, I told her, exactly the way my Significant Other and I felt, and why we'd gotten tested.

The talk moved on to cheerier subjects and later, after more chatting and catching up - and her doing in two-thirds of a bottle of wine - she started examining the titles of the books. She asked if she could look at one on a high shelf. I started to get up from the couch.

"I'll get it. I just wanted to know if it was OK to look at it."

"Sure, help yourself." She got the little folding step-stool from the corner and set it up. It's only a four-step job, so she had to stand on the top. I went to steady her - remember that wine - and as soon as I got there, she turned half-way and started toppling.

I caught her, with my hands at her trim waist. Her cheeks were flushed, and the redness was spreading down her neck and throat and into the vee of pale flesh exposed by the three unfastened buttons.

She put her hands on either side of my face, bent and kissed me. Her breath was sweetly tinged with the wine, and her lips were taut and urgent. They opened immediately, and her tongue danced with mine, teasing - then searching and demanding. Her tongue was rather long, She seemed to have no difficulty running it over the roof of my mouth, and I know it reached farther than any other I'd encountered. It was somehow making me even more aroused.

Without breaking the kiss or moving my hands from her waist, I lifted her off the step-stool. She wrapped her arms around my neck, and I had to bend to maintain the kiss as I stood her on the floor.

I put my arms all the way around her and pressed her up and against me. Her breasts, so huge and full, were crushed against me. She was arching her back deeply to catch my leg between her thighs and rub her denim-clad crotch against my knee. I ran my hands up and down her back, then reached down and covered her ass, one hand to a cheek. Her hips were so narrow and her butt so tight and hard that I was momentarily taken aback; it was almost like squeezing a preteen girl's ass.

But there was nothing kid-like in the heat or experience in her hungry kiss or the way she was writhing against me. And there sure as hell was nothing childlike in the massive pressure of her firm, bounteous breasts against me.

When she finally broke the kiss, she leaned back in my arms, otherwise remaining pressed against me and letting me support most of her weight. Her eyes were closed and there was a small smile on her flushed face.

"I have wanted to do that for four years," she said. "And I've wanted you to do that, too." Her eyes opened. "Did you know that?"

I shook my head.

"And you don't remember the time I told you that one of the things I liked best about you was that you'd never tried to come on to me."

Again, I shook my head.

"And you don't remember telling me that you liked me and thought I was cute, but that I felt bad about myself and that was why I was overweight, and I felt bad about myself because I was overweight."

I was starting to remember something, now...

"And do you remember telling me that if I was a few years older and about 20 percent thinner, then you'd have more of a problem not making a pass at me?"

"Uhhhh --Well - "

Her smile widened. "I'm a few years older and a lot thinner - mostly - and just like you said, you're making a pass at me. And guess what?"

"What?"

"Pass received." She brought one hand up and quickly unbuttoned her blouse. The bra she wore wasn't meant to be sexy. It was meant to contain and support breasts that belonged on an over-endowed woman a foot taller and 30 pounds heavier. It wasn't containing them, though. Her tits swelled up and around the edges of the cotton, creamy swells of billowy pale flesh that was just tinged with a flush of arousal. And that made it a sexy damn bra.

I swallowed.

Her fingers went to the clasp between the two overflowing cups. Her fingers moved. The clasp released. The bra slid back partly, unable to deal with the pressure of her large breasts.

"Did you ever suspect that sometimes when I called you and asked about relationships and how they could be, I was sitting in my bathrobe?"

"No, I never - "

She was shimmying her shoulders, and the bra was opening wider and wider.

"Or that sometimes, when we were talking, I was getting wet and starting to touch myself, imagining what it would be like to have you making love to me?"

"Not even once."

She shimmied, and the cups fell back from her breasts. They were magnificent. The bra hadn't been able to contain them, and, judging by the firmness of the 20-year-old tits jutting up at me, it hadn't been absolutely necessary for support, either.

"I used to imagine you kissing and licking my breasts - not like the grabby guys my own age or the dirty old pigs that were always copping feels - but just sweetly, lovingly, hungrily devouring my tits... Would you like to do that?"

"Guess what, Elly?"

She frowned. "What?"

"Pass received." I lifted her easily and turned, setting her tiny butt on the arm of the loveseat, then I bent slightly and began kissing and licking her magnificently excessive tits, trying furiously to live up to the lurid imaginings of the pudgy 16-year-old who'd encased this gloriously sexy 20-year-old.

I tried to guess what she'd fantasized, hoping to make it come true - if biologically possible - but abandoned that effort in, oh, five-sixteenths of a second. So I just went with instinct and Me.

I bent and licked her shoulders, then down her arm. I trilled my tongue in the hollow of her elbow and watched the goosebumps rise and felt her shiver. Then I went to work on her breasts.

Twenty years old or not, tits that big are required by Gravity to have some sag to them, and hers weren't lawbreakers - but they were bending the rules pretty good. I licked the underswells of each gorgeously curved mound and then kissed along the outer edge. Then I moved my tongue around and around, slowly, on each breast, working closer to each nipple and never... quite... reaching... it. My saliva had coated the pale flesh of her mountainous boobies and her nipples swelled hugely in response to being left out of the treatment.

Her areoles were no larger than 25-cent pieces, making them oddly tiny in proportion to her tits, but the nozzles themselves were outstanding. They swelled up and out, stretching easily three-quarters of an inch, and they were as thick as pencil erasers.

Her hands had come up to either side of my head, and she was trying to force my mouth onto her nipples. I let her - but my mouth draped over each one, open, and I withheld my tongue, so no matter how much she pressed my face into the firm, fragrant abundance, her nipples were untouched.

She was moaning for me to attend to them, but I had another idea. I figured a girl with such huge, gorgeous breasts probably had her nipples grabbed by every moron who got his digits near them. I also figured that absence makes the frond grow harder. So I stayed completely away from touching her nipples. It made her crazy.

But while my lips and tongue were busy with her abundant upper attractions, my hands had been steadily caressing and stroking her curvy, slim legs. My right hand was gently moving up and down over the denim-clad chub of her mons. I could feel the heat through the fabric of her jeans and whatever else she was or wasn't wearing beneath them.

I unsnapped the waistband of her jeans and lowered the zipper. I could almost feel the humidity rising in waves from the v-opening. I began kissing below her breasts, working my way down over her abdomen. That's what you call that part of the torso on a woman in her condition: "abdomen." "Belly" is too soft a word. From the definition of the muscles crisscrossing her tummy, it was obvious that she'd been burning calories with serious exercise. I could easily find the ridges of hard muscle beneath the smooth, minimal layer of normal, healthy human fat by tracing and exploring with my tongue.

That's just what I did: explore with my tongue. I traced and delineated every smooth ripple of firm abdominal muscle, always working lower, and as my tongue finally found and reached the limits of her opened zipper, her hands came down to either side of my head, pushing me lower, always lower.

As deep as the V went, it didn't reach deep enough. I couldn't even touch her pubic hair with my tongue. I had no choice but finally to halt and stand.

"Put your arms around my neck," I whispered - mostly because my voice wasn't working quite right at that moment - and she complied willingly. My plan was to stand with her hanging on me and push the jeans down off her narrow hips. Would've worked, too. But she also put her legs around me, just above my hips, hooking her ankles behind my back.

"Bed?" she breathed and pulled her mouth close to my ear. Her tongue, wet and serpentine, wriggled into my ear. "Bed?" Her breath was fire on me.

"Buh," was all I could say. I cupped her tight little jeans-clad ass in my hands, one paw under and covering each cheek, and walked through my home office, down the hall and into the bedroom. She was kissing my beard and ears all the way.

I bent at the foot of the bed and braced myself with my hands. She released her leglock on my waist and brought her hands down over the front of my shirt, undoing buttons as she went. When I straightened, she rolled lithely to her knees and pushed my shirt back. Her blouse and bra were in complete disarray, her lush breasts exposed and quivering. Her nipples... I can't stop thinking about how her nipples looked with those nubbly aureoles and the immensely swollen nozzles turning almost purple.

Her hands were busy, unsnapping the waist of my slacks and dragging down the zipper. She pushed the jeans down, and then my briefs, and my dick popped free, standing straight out and pointing at her face like some turret gun tracking its target.

She grabbed my penis, and for the first time, after knowing her for something like four years, I realized how small her hands were. My dick is about an inch and a half in diameter - right within the standard variation, and no one has ever swooned at the sight - and her fingers barely reached around it.

She rolled onto her side at the foot of the bed, putting my dick almost exactly on the same level as her face - as her mouth, to be precise. She ducked her head forward and began moving her tongue around my glans, slowly swirling. That's something you may have heard of, but let me tell you: I've been with a few women, and the awkwardness of the movement usually restricts it to something that's really pleasant but not accurately described as "swirling."

She swirled. Her tongue was agile, experienced, limber and long enough to do the job. Not to mention, tireless. She moved it around and around my fat dick head, all the time moving her lips closer and closer to my glans. Her slim little fingers were gripping the base of my cock, her tongue was swirling, her lips were nearing, and from time to time she'd glance up at me, and her eyes would sparkle.

Her other hand? She was playing with her breasts, caressing them briefly and spending a lot of time pinching and twisting her nipples a lot more vigorously than I would have. Even laying crossways on the bed, she could almost have straightened her lithe legs. I reached down and caressed her face. She closed her eyes dreamily and pushed her head forward a little more and fastened her lips around the head of my dick. She let go of the base of my cock and reached up to rest her delicate hand on my hip. She guided me toward her a little bit, then back. As I pressed forward, she took about half my cock into her mouth.

Her tongue did wonderful things to the underside of my shaft, and her cheeks were drawn inward with the force of her sucking. I caressed her face again, and she shivered slightly. I traced my finger around the side of her mouth, up her jaw to her ear, then back down to where my dick was outlined through her concaved cheeks.

Her flush had spread to her fabulous breasts. My hand went farther. I caressed the beautiful swells, using just my fingertips to glide over the silken, full flesh of the undercurves - or what would have been the undercurves. They were already firm; aroused and laying on her back, the stood up like pale hills.

Still, when I touched her like that, she sucked even harder and her tongue did amazing and mysterious things. I brushed my fingertips across her hard little belly, then began pushing her jeans down over her hips. She wriggled, sinuous and smooth as an eel, and then she wore only pale blue - sodden - panties, cut high across her thighs. I pushed them down, too, and then she was naked before me on my bed. In the dim glow that filtered through the blinds, I saw that her pussy was topped with a small tuft of fine sparse curls, but the border was too uneven for it to have been trimmed.

I knelt astride her head and slid my hands under her butt. I couldn't believe how tight her asscheeks were! It was exactly like holding two little mounds of hard foam rubber... but considerably more pleasant. I began kissing and licking just above her knees. When I slid my hands to the back of her knees and pulled her legs open, her sucking hesitated. When I pressed my lips to the taut flesh on the inside of one shapely thigh, I felt her groaning around my turgid dong. The vibrations were excruciating on my swollen, over-sensitized cock flesh. My balls were starting to tighten ominously.

I licked higher on her thighs, forced by the disparity in our heights to slide back until my dick was threatening to pop out of her mouth - which was the idea at the moment: I didn't want to cum so quickly.

But Elly had other ideas. She arched back and up, maintaining her lip-grip on my glans as long as possible. And she was clamping her thighs back together as my tongue approached her barely furred cunt.

I slid back a little farther, and my dick popped out of her mouth. I licked around the edges of her pubic hair and then pressed my tongue down between her tightly clamped thighs to brush as much of her labia as I could. Her musk was almost dizzying in its fresh sweetness.

She gasped and her hands came down to push my head away.

"Stop!" she hissed. "You're starting to lick me... down there."

"I know," I said. "I'm trying to."

This seemed to stun her. "You mean - you want to lick me down there?"

"You betcha. Or don't you like it?"

"Well, sure, but - you really want to?"

I knelt upright and looked down - past my throbbing cock - at her. "Been craving it."

"But then I can't suck you! I'm too short to - "

"I know, but if you keep doing those lovely things, I'm going to cum in your mouth."

"Ooooo... I hope so!"

Her hands were back on my hips, anchoring her so she could pull herself up and get my dick back in her mouth from underneath. "I want you to cum in my mouth," she breathed hotly onto my glans, her tongue flickering onto the underside of my shaft for unnecessary emphasis. She used her hands to urge me to lay back. She rolled to her hands and knees on the bed. "I want you to lay back and let me suck you and - "

Who was I to refuse a lady? Especially since as she talked about it and as her tongue touched my cock, her hips began to move as if she were being soundly fucked. She was, I realized with the proverbial dull thud, one of those women who gets off on sucking cock. Heh.

I sprawled crossways on the bed, with my legs hanging off at the knees. She scrambled over me, brushing me with her luscious tits in the process, and arranged herself perpendicular to me. Her face was at my groin.

She took my cock into her hot mouth again, and this time she moaned as she sucked it slowly into her face. My dick hit the back of her throat and she groaned, backed off, then shifted her angle a bit. She took it slowly back in and kept gulping until she had her lips into the coppery hair around the base of my cock and her nose was pressed flat against my abdomen.

This time I was the one who groaned. She sucked powerfully on me. She began to back my dick out of her throat. When only the head remained between her lips, she slowly pushed her face down again. I reached down with one hand and caressed her hair and her shoulders, then slid my hand over her torso and squeezed her cute little butt. I brought my hand under and around to cup one big tit.

She quickened her pace slowly, inexorably. As she came down, my hand was pressed between her breast and my abdomen, her swollen nipple grinding hot and pebble-hard into my palm. I rubbed a little bit, and she groaned. Her groan vibrated my dick, eliciting an answering groan from me - which seemed to excite her still more. Her hips were hunching slowly, almost grinding at the empty air. She was sucking harder and bobbing a little faster.

I felt the tingling buzz through me and whispered, "I'm cumming now, Elly."

She moaned loudly, and her hips pumped rapidly, demandingly. She sucked hard, and her hand came up between my shaking thighs. Her fingertips grazed my balls, and I could hear and feel her gasp as my ass lurched and she got my cream in her mouth.

I came like a newly released convict. The stuff erupted out of me, and when the first spurt splashed into the back of her throat, she started shaking all over. She sucked harder, almost frantically, and a second geyser flooded her mouth. She swallowed and dived her head down and back up halfway, working her throat and lips and tongue over my pulsing shaft, milking my dick and balls. I had the presence of mind - barely - to pinch her nipple sharply and her hips jerked sharply, rapidly, as she drank my cum and had an orgasm.

When she got the last of my cum, she slowly relinquished my limpening dick by pulling her still-sucking mouth backward, her tongue all the time working wildly on my shaft and finally on my glans. When my shriveled dick finally popped out of her mouth, she used her tiny fingers to raise it. She lapped at my cock like a kitten getting the last of the milk from a saucer. When her tongue rasped over my glans, I almost screamed from the sensation; my dick was much too sensitive at that point.

She flopped on her side with her cheek on my abdomen and her face toward me. Her hips still moved, but now languorously. I rested my hand on the side of her face and caressed her.

"C'mere."

She frowned. "Why?"

I pulled her up to me and forced her to sprawl across me. Her breasts were crushed - but not nearly flattened - against my chest. I moved to kiss her, but she jerked her head away.

"I've still got some of your stuff in my mouth!"

I took her head in my hands and turned her face toward mine. I kissed her as sweetly and gently as I could, on the eyes and nose and finally on the lips. She kept her mouth tightly closed for a moment.

I pulled back. "I want to kiss you, Elly."

She looked bewildered, but she relented. Our tongues danced for a few moments. She was telling the truth; she still had some of my semen in her mouth. It didn't bother me in the least, but she seemed to get uncomfortable, and I was beginning to have a suspicion of why.

I let her back away from the kiss. She looked at me strangely for a moment, then: "Can I ask you a really personal question?"

I grinned like a damn fool. "Gee, I'm not sure we know each other that well, Elly. A personal question? Gosh, I dunno. I mean, it's not like we've ever shared any intimate moments."

"Is that your sarcastic way of saying I can ask?"

"Exactly."

"Are you bisexual?"

I stared at her. She had honestly stunned me with that one. I just shook my head, numbly. Finally, I managed to ask: "Why?"

"Well, you just came in my mouth and wanted to kiss me and it's like you don't mind the taste of, uh - "

"Semen. The word is 'semen.' Or 'cum.' 'Jism' works. So does 'splooge'."

"Well?"

"It's not my favorite taste, but I don't mind it - at least, not my own. I don't think I'd be so tolerant of another guy's semen." I ran my hands down her back and pulled her closer. "But, Elly, you don't seem to mind the taste; why should I?"

"That's different." She said it as if it was something that was self-evident. "I'm a girl."

"A woman."

"Whatever."

"There's a difference."

"I had big tits when I was 13, and I'd already started to have my period."

"And you were still a girl, then. Did you always like the taste of semen?"

"Well, sure, it's OK. I guess."

"Do you like it?" I put the emphasis on "like."

"Not particularly," she said, "but I really don't mind it."

"But you had an orgasm when I came in your mouth."

Her eyes got suddenly heavy-lidded. "Oh, yeah, well, I really like feeling that in my mouth, all that stuff spurting so hot and thick, and feeling you moving and hearing you groan and knowing that I'm doing that to you, making you feel like that while you give me the cum right out of you, like you're feeding me and - "

She shivered, and I could feel her nipples hardening against my chest. Her legs had parted; her thighs were opened to either side of my left leg, and she was slowly rubbing her mons up and down against my leg. Thinking and talking about sucking me off was turning her on. I had the brains to realize it wasn't me, in particular, but the mere idea.

Now, let me set the record straight here on something. It may sound like she was some not-too-bright young Polack bimbo with big boobs and a bottomless throat. Yes, she was Polish, young, had big breasts and a bottomless throat. But she wasn't and isn't some bimbo. She was a bright kid, and she was a smart young woman. She'd always been - at least, for the four years I'd known her - smart and sensitive and sometimes startlingly perceptive and introspective. She'd graduated high school with her peers after being left back twice in grade school (parochial, of course) for something called "defiant and insubordinate behavior" and dropping out of high school for a year. Yet she was bright enough to catch up on the earlier stuff and return to high school and graduate on schedule.