I had been dating LeeAnn for about six months. We were both ninth graders and in most of the same classes. Her parents, especially her father, were pretty strict, wanting to know where we go when we're out on a date and they also wanted to meet my folks before we first had a date. These days, that's pretty strict.

But, I think they approved of me, I get good grades and am a pretty 'straight arrow' kid, not a trouble maker or anything.

So, it was the summer before we became sophomores, and I was over at LeeAnn's house and it was almost eleven. Now, that has a significance because LeeAnn's parents have set eleven as the latest she can be out or have company even at home. Like I said, they're pretty strict.

So, I was planning on calling my mom to come and get me when LeeAnn's sister came over, she just lived next door, and offered to drive me home.

"Oh, I'll take Riley home, LeeAnn, there's no reason to bother his parents."

So, I kissed LeeAnn goodbye and her sister, Melanie, and I went next door, got in her car and drove off.

Now, a little about LeeAnn and Melanie. They are both blondes, LeeAnn is slender, about five foot three, nice figure (That means nice boobs, to a fifteen-year old boy, though I hadn't seen them, indeed, hadn't felt them.) and Melanie is several inches taller, a more full figure (Don't think 'chubby, ' she looked very good.) and was ten years older than LeeAnn. So, she was out of college and working.

In the car, we just talked about this and that and when we got to my house, she parked in my drive, turned to me and asked, "Have you and my little sister had sex together?"

Hardly what I was expecting.

"Um, no, no we haven't. I've never had sex and I'm pretty sure LeeAnn hasn't either."

She looked at me, grinned and said, "Have you ever thought about having sex with an older woman?"

"Well, no, I guess I haven't. I've never thought about it."

"I could teach you everything about sex, if you wanted me to."

Do I have to tell you the state of my cock at that moment? No, I thought not. Remember, Melanie was a very pretty girl, well, really, woman.

"Well, I don't know. I mean, the idea kind of scares me in a way. It's exciting and all but I've never done anything like this before."

"I know, that's why I offered. Maybe it's time for you to learn all about women and sex. It can happen, if you want it to. I can tell you that you will enjoy having sex with me."

"I, I think I want to."

"Okay, what are you doing tomorrow?"

"Oh, tomorrow. Um, nothing that I know of."

"Well, Riley, now you are. You're going to learn all about sex and I'm going to teach you. Um, I'll pick you up tomorrow morning at ten right around the corner over there and we'll have all day. Okay?"

"Yeah, sure, okay. I'm really excited."

"Yeah, I can see," and she gave the bulge in my pants a nice squeeze. "Save all your cum for tomorrow. No jacking off tonight, hear?"

So, after a miserable night trying to keep my hands away from my dick, I was picked up precisely at ten and we drove to Melanie's house. As we neared, she asked me to duck down, then drove into the garage and parked. Her garage was on the other side from her parent's house, so we wouldn't be seen going in.

"Here we are, Riley, follow me," and she led me back to her bedroom.

"Now, I think we'll start by taking our clothes off. Ready?"

I didn't even answer, just started peeling down. I had carefully chosen my wardrobe especially clean and new briefs which ended up on top of the pile.

As Melanie removed her clothes, I was introduced to her very beautiful breasts which were much larger than LeeAnn's, then to the rest of her naked body.

"Well, this is nice. My, you have quite a manhood, there. I'm a lucky girl, I think. Am I okay?"

"Oh, Melanie, you are beautiful. Perfect. You shave your, um, vagina."

"Ah, we need some anatomy lessons first. You know breasts, nipples, so let's get down below. Let me sit on the bed. Sit on the floor right in front of me, Riley, okay?

"Now, these lips are labia, pussy lips, and, yes, I shave all around my pussy. I like it this way but some women like their pubic hair. Now, let me pull my labia apart, see, in here, look, right up in there. Can you see a hole, oh, right there.

"That's my vagina. Would you like to put your finger in it?"

Oh, would I, I thought. And I did.

"Oh, it's nice and warm and slippery inside."

"Yes, you'll get to use it later."

Why I didn't cum right when she said that, I don't know.

"Go in and out with your finger some. Oh, yeah, that's nice. Just do that for a minute. Makes me feel good."

Well, it was making me feel pretty good, too.

"Now, I'll pull apart up here, oh, look, see that. That little bump. That's my clit. Have you heard of a girl's clit or clitoris?"

"Yeah, kind of but I don't know much about it."

"Well, it's like the underside of your cock right below the tip of your cock. Right where it's real sensitive. It will really get a woman off. Gently sucking or licking it will get her really hot. It needs to be treated gently. It can really hurt if you rub it too hard especially if it's dry.

"You probably can't see it but I pee out of a little hole above my vagina. I'll show you later when I need to go pee. Now why don't you get up here with me and get acquainted with my breasts while I play with your nice cock."

Did that sound like a great plan to me. Oh, her breasts were so soft and nice. This was heaven. I'd tried many times to get a feel of LeeAnn's boobs and here I am face to face with her older sister's feeling them all over.

"Rub around on my nipples, then lick them a bit. After that, try sucking them. Gently, of course."

Have I said, I'm in heaven? I'm in heaven.

Her nipples got really hard and they got bigger, I'm sure, especially after I'd sucked on them a bit. Boy, do I love doing that. I could suck her boobs all day. And, she could rub and play with my dick forever.

"Now, Riley, you can get back down on the floor right in front of me. Good, now get right up in between my legs and we'll start with giving me oral sex. So, you can kiss and lick me all around my pussy and make sure you lick not just my slit but all around. We love it when you get the whole area excited. All of it.

"Oh, that's nice, Riley. Yes, all around and you can gently suck all around, too. Mmm, yes."

My dick has never, ever been this hard before. I feel like I'm going to cum without anything even touching my cock. That would be a first.

"Now, let me widen out some, and you can just fuck me with your tongue, in and out."

She has the loveliest pussy, just perfectly formed, two luscious halves opening in the middle to heaven within. I poked my tongue in and out in the best imitation I could imagine of what fucking is like, in, out, in, out.

"Oh, Riley, yes, that's good, really good. Now, lick up and down some, then fuck me with it some more."

Following orders, I did exactly what she wanted and she was moaning and moving her hips around as I licked her pussy.

"My, yes, you're doing great. Now, go up and lick over where my clit is. Oh, yes, right there. Oh good. Gently pull back my labia and lick right on top of my clit."

I reached up and parted her pussy lips and began to lick the little knob she had introduced me to before. It seemed a bit bigger and she jerked and moaned when I softly sucked on it.

"Oh, yes, do that, oh, right there."

So, I kept licking and sucking her there and, then, she whispered, very faintly, "You can put your finger in, too," so I slipped my index finger into her pussy and she began to thrust her hips back and forth.

"Ungh, UNGH, UNGH, UNGH, UNGH, ungh, oooh, oooh, oooh, oh, don't stop, oh, please don't stop, suck my clit, oh, suck me, suck me."

Wow, I'd never seen a girl, well, woman, have an orgasm before. Oh, I've had a lot of them, sure, but, boy, she really went off big time. I kept sucking and licking and fingering her and soon, she said, "Oh, oh, that's enough. Oh, it's starting to hurt a bit. That's good."

I'm smiling, face all wet, looking up at her, kneeling in front of her between her legs, my cock standing tall, and she reaches down to hold my face between her hands and she gently pulls me up to her face and gives me a long, deep french kiss.

"Oh, Riley, if you do every girl like you did me, you'll get a lot of blowjobs and a lot of pussy. In fact, I'm giving you a blowjob right now."

So, Melanie had me get up on her bed and lay down. She took hold of my upright cock, knelt down and began to lick around the tip which was sensational. Oh, I've never been sucked before and when she put me into her mouth and began sucking, I thought I'd pass out. Nothing, nothing, has ever felt this good. Ever.

I reach over and begin to rub her butt which is near my arm. Then I move my hand and run my finger up and down her slit which is covered with moisture. As she sucks me, I insert a finger into her pussy lips and rub all around.

She keeps sucking me and as she does, I also feel her tongue swishing around over the head of my dick giving me the most incredible feeling. I just can't believe this is happening.

"Oh, that feels so good. Incredible. You are so good at this. Oh, oh."

She was rubbing my abdomen with one hand and it felt so nice and right below, my cock was being licked and sucked and caressed into paradise. I have never felt anything so wonderful.

Every suck, every lick brought me closer and closer to cumming. I was a goner. There is no way to resist cumming when Melanie was sucking me. I have never been so pleasured by someone in my lifetime.

"UNNNG, UNNNG, UNNNG, unnng, unnng, oh, oh, that was ... oh, oh."

She continued to suck as I emptied my cum into her mouth. She never slowed, never let up. The feelings just went on and on. It was, by far, the best orgasm I've ever had. Oh, by far.

She got up, lay down next to me and we hugged and kissed for a while as I ran my hands over her trying to forever memorize every detail of her naked body.

"Oh, Melanie, you were so good. That was the best thing in my whole life."

"Just wait 'til I fuck you, Riley. You'll see just how good I am in bed. I see you're pretty hard again. I just love you younger guys. Such nice hard cocks."

Well, I was loving it, too.

"Let me suck you a bit, get you really hard, then, I'll fuck your brains out. Okay?"

I smiled and said, "Who needs brains, right?" as she got down and started sucking me. She had just sucked me off about ten minutes before and it seemed even more intense this time.

Soon, she raised up off my cock, lay down and I got up between her legs and she gripped my cock and led it right inside her.

"Now, Riley, fuck me good."

I was determined to try my hardest (you can read that two ways, if you wish) and was fucking her like I only had five minutes of her time.

"Uh, slow down some, Riley, just take your time. Girls like it fast sometimes but we often like it nice and slow so we can enjoy and feel every little feeling. Just like a fine meal."

So, I slowed down and took deliberated strokes in and out and she began twisting her butt around as I went in and out. Oh, did that feel good. Oh, yes, slow and nice.

"Mmm, see, doesn't that feel good? Make your cock happy?"

"Oh, does it. You sure are good at this. I think I'm in heaven."

"Told you I was good. Lots of practice. I'm a girl that just loves to fuck. And be fucked. Like right now," and she started twisting her hips the other way around. Oh, delicious.

"Oh, that feels so good. I can't ... UNNN, UNNN, UNNN, unnn, unnn, oh, Melanie, oh, feels so good, oh, man."

I dropped down and was kissing her and thrusting my cock into her and she wrapped her legs up around my back and pulled me tight into her.

"Ew, I want all your cum, Riley. Every drop. Mmm. Squeeze it all out. Right into my pussy."

She rolled over and on to me and began kissing and licking my face and shoulders and chest. I was getting hard again. Oh, yes.