Kevin reached for the keycard when his mother handed it to him, and fought the urge to grin.

Her guilt trip had been working. After a month of insisting that he had to go on one last family vacation, because he would be going off to college and they were never going to see him, he was ready to cave. If she'd waited until he got home that evening instead of calling his cell with the offer to give him his own room, he'd be bunking up with his younger brothers.

"Meet us in the hall as soon as you drop off your suitcase," his mother instructed as she grabbed the handle of her bag. "This is the last time I'll have all my babies together, and I'm not missing a minute of it."

"Okay, Mom," Kevin responded, managing to avoid rolling his eyes until she'd turned her back to head toward the elevator.

The several days allotted to Disneyworld probably weren't going to be all that bad. Going to the beach was a completely different story, but he figured that he'd get through it.

A group of girls exited the elevator as he approached. They were all dressed in clothes that showed off plenty of leg, midriff, and cleavage - every inch perfectly tanned. His mother made a disapproving sound after they'd passed.

Glancing back over his shoulder at four hot butts in tight shorts, Kevin had to heartily disagree.

Lying in bed that night, Kevin groaned and covered his eyes with the crook of his arm. The trip to the beach had been absolutely torturous.

There, a woman lying on her stomach with her top untied, the bare sides of her breasts impossible to ignore. A few feet away, another girl soaked up the sun, her pussy lips outlined in her skimpy bikini bottom. Out in the water, girls in soaked bikinis with hard nipples poking at the cloth were everywhere.

All the while, he was saddled with his parents and brothers.

Should have jerked off in the shower, he thought as he lay frustrated and half hard on the bed, unable to sleep. He briefly considered the box of tissues on the nightstand next to the bed, but it was just too weird.

Giving up, he turned on the light and flipped back the covers to swing his legs out of the bed. The clock turned over to one in the morning as he glanced at it. He muttered, "Fuck," knowing that his mother would rouse him early for day one at the Magic Kingdom.

When he grabbed a bottle of water out of the mini fridge, it sparked a memory. One of the machines in the concession area had some over-the-counter medicine packets in it.

Maybe there's some sleeping pills, he thought with some hope, and picked up his clothes from where he'd tossed them on the floor. Out in the hall, he turned the corner toward the machines and slowed.

"Damn," he muttered under his breath.

Her dark blonde hair was shot through with lighter highlights, not quite reaching her shoulders. She was short, perhaps tall enough to come up to his chest, and curvy in all the right places. It was the way she walked that hypnotized him, though.

There was just something about the way she held her hands, swinging easily at her sides, and the subtle sway of her hips that screamed sexy. For some reason, he thought that it looked natural, as though that was just the way her body moved, instead of a practiced strut designed to attract attention.

He followed, thinking, This isn't fucking helping, but unable to take his eyes off her. She turned into the same glass-enclosed room that was his destination, the motion of reaching into her pocket just as seductive as her walk. He got a look at her face, which was just as good looking as the rest of her, and guessed that she was probably in her thirties.

Got MILF? He silently quipped, hoping to drown the arousal in humor a bit.

It didn't really help.

Neither did walking in just as she bent to retrieve her bottle of water from the soda machine. Her butt looked incredible, and her legs were smooth - shapely - somehow looking far longer than her height would account for. Walking past to the machine with the medicine, he stole a glance at her as she stood. She was wearing a white top, her bra peeking out from behind the straps holding it up. She had large breasts, the globes stretching her top and providing an eye-catching display of cleavage. He tore his eyes away rather reluctantly to pull out his wallet.

"Hello," she said pleasantly as she opened her water and he fed a bill into the machine. Her voice was deep and sultry, almost giving him shivers.

He responded, "Hey," and nodded, doing his best to look casual while punching in the numbers for the little packet of sleeping pills.

"Can't sleep, huh?"

"Yeah, and I have to be up early in the morning." He bent down and retrieved his pills.

"Know how that goes. Well, good luck."

"Thanks."

She turned after a finger-waggling wave and started back down the hall, that same unbelievably sexy walk making his cock throb.

The sleeping pills never got opened, but the tissue box was a little lighter when he drifted off to sleep.

The line inched forward.

Thankfully, the day wasn't overly hot, so the long waits in line to get on the rides wasn't too unbearable. Knowing that his parents couldn't see him any longer, Kevin flipped the bird to his younger brothers, who had run ahead to get a place quite a bit ahead of him in line. They returned the salute, and then moved forward again.

As luck would have it, somewhere between him and his brothers, the train for Thunder Mountain filled up, which was perfectly fine with Kevin. It meant that he had a few minutes worth of escape from the family.

"Well, hello again."

Kevin recognized the voice and turned around to see the woman from the night before, back a few people behind him in line. "Hey," he greeted her, thinking that she looked even hotter out in the sunlight.

"I thought that I recognized you, but I wasn't sure until you turned just now." She tapped the man standing in front of her and asked, "Do you mind if I sneak up there?"

He shrugged and let her past, as did the other couple of people between them. When she was standing next to him, she asked, "Get some sleep?"

Kevin prayed he wasn't blushing as he thought about what had put him to sleep - masturbating with fantasies about her dancing through his head. "Yeah."

She cast her eyes downward for a moment and brought her fingers to the bridge of her nose. "I just realized that we don't even know each other's names." She laid a hand on her chest, just above the cleavage that was drawing his eyes like a magnet. "Felicia."

"Kevin," he responded, and then moved forward when she nodded to indicate that the line was moving.

"I've always loved that name. So, where are you from?"

"Chicago."

Her mouth dropped open and she made a surprised little sound. "Me too. Well, close enough. I'm about fifteen minutes from U.I.C."

Kevin chuckled. "I'm going there in the fall."

"Well, what a small world."

Letting out a groan, Kevin said, "Don't remind me. I still can't get that song out of my head."

Felicia laughed, the sound deep and rich - inherently sexy. "I wasn't even thinking about that. Were those friends of yours?"

"My brothers," he reluctantly admitted.

"Ah, family vacation, huh? Well, if it makes you feel any better, I'm here by myself. How depressing is that?"

Kevin smiled and chuckled while part of his brain piped up, No husband or boyfriend.

"Did you go to the Taste this year?"

That started a chat that lasted through the rest of the line about the Taste of Chicago and the lack of fireworks that year. Kevin couldn't help but smile when she got into the two seat 'train car' with him when their turn to board arrived.

The ride lurched as it went into motion.

"Here we go," she said with a wide smile, flipping her hair in a gesture that he thought just might be flirtatious.

Felicia screamed and laughed through the relatively sedate roller coaster ride, the sound so infectious that he ended up joining her. The way her breasts bounced and jiggled with the rattling motion of the ride was mesmerizing, and it was all Kevin could do not to stare at them. When the train rounded a sharp corner, immediately followed by a jolting dip, she cried out and slapped her hand onto his thigh, the momentum throwing her against him and pressing her breasts against his arm.

Kevin thought he was going to bust straight out of his shorts.

The train came to a stop long before he was ready for that ride to end. She climbed out, and he nearly went into a panic as he scooted on the seat toward the platform, because he was still rock hard. Not having any choice, he climbed off the car and walked beside her toward the exit. Thankfully, she didn't seem to take notice of his embarrassing problem.

"That was fun," she effervesced. "It's been years since I did anything like this."

"Yeah, it was pretty cool." Kevin's cell vibrated in his pocket, and he pulled it out to see a text from his mother.

"The family, huh?"

He nodded. "They're waiting over at this restaurant."

"Well, maybe we'll see each other again. Try to have fun."

"You too," he responded, and then returned her wave before watching her walk away, just as entranced by the way she moved as the night before.

He only snapped back into reality when she vanished into the crowd.

"I really need to get laid," he mumbled under his breath as he went to meet his family.

Though he kept his eyes open all day long, Kevin never caught sight of Felicia again in the park. He struck up a conversation or two with other women while standing in lines, but his mother was always nearby, turning to narrow her eyes any time the topic turned to something interesting.

In the end, he was once again restless and frustrated in his room - the clock creeping toward midnight. Finding nothing on television that he wanted to watch - save for a pay-per-view movie that he didn't dare rent because it would show up on the room charge - Kevin clicked the off button and tossed away the remote.

He'd finished the last of the soda and water in the fridge a bit earlier, and decided to head down to the machine for more. As he picked up his keycard and wallet, he daydreamed about running into Felicia at the machine again, which put a spring in his step. There was just something about the thought of getting in an older woman's pants that turned him on.

He didn't even manage to put more than one foot outside his door before he saw two girls walking down the hall. They were both dressed in tight lycra workout clothes with small towels slung over their shoulders. One of the blondes turned around when she heard his door open, and smiled. A second later, she whispered something to her friend, who also glanced back, and then they both giggled.

There certainly wasn't anything wrong with girls his own age.

Kevin went back into his room and changed into a muscle shirt, his plans changed. He still stopped for a bottle of water, but his real destination was the fitness center. He hit the elevator, running possible ways to break the ice with the two girls through his head, and psyched himself up.

The elevator doors opened and Kevin turned toward the gym, only to see the two girls walking back his way, wearing scowls. They pointedly ignored him as they passed and walked into the open elevator.

What the fuck? He thought in defeated frustration. The fates seemed to be conspiring to throw hot women at him, and then snatch them away in some sort of cruel cosmic joke. Resigning himself to the tissue box again, he turned around and pushed the button to call back the elevator.

A familiar voice drew him up short as he stepped into the elevator again.

"Kevin, wait."

Felicia walked toward him, her pace quick and her expression troubled. She was dressed much the same as the two girls who had drawn him up here, her lush curves bound in lycra, and her hair tied up in a little tail that bounced from her gait.

The elevator door started to close on him, and he slapped a hand against it to make it retreat. As soon as she was close, Felicia asked in an anxious whisper, "Are they following me?"

Kevin saw two men emerge from the fitness center as he moved to let Felicia in the elevator. "There's two guys coming out."

"Oh god. Close the door before they get here."

A quick press of the button set the doors in motion, and Kevin just saw one of the men step in front of the door before it completely closed. Felicia breathed a great sigh of relief and hugged her arms around her. "Thanks."

"You okay?"

She shrugged, her expression still clouded. "They were hitting on me, and really starting to creep me out. You don't know how good it was to see a friendly face."

Kevin paused, carefully considering what popped into his head. Affecting a bit of an angry tone and a scowl, he asked, "You want me to walk you to your room?"

"Could you? I just..." She shivered.

"No problem. Maybe you should call the desk about those two."

"Maybe. Right now, I just want to get away from them."

The elevator doors opened, and Kevin stepped out right behind her. "Which way is it?"

Felicia looked up at the lights above the second elevator and said, "Oh no." She then snapped her gaze to Kevin and asked, "Could we go to your room instead? I'm really worried about those creeps knowing which room I'm in."

The numbers above indicated that the elevator was only a few floors below. "Yeah. Sure," Kevin responded, nodding toward his room.

His heart nearly skipped a beat when Felicia slipped her arm into his and urged him along. A look back when the elevator doors opened proved that her fears were at least somewhat founded. The two men stepped out of the elevator.

Kevin ran his card through the reader - keenly aware of Felicia on his arm - and opened the door to let her in first. He scowled toward the two men milling around by the elevator, but one good look at their bulging muscles made him think twice about going any farther than that.

"You're a lifesaver," Felicia said as he shut the door, her worried expression finally fading away. She then looked around. "I thought you were with your family?"

"Got my own room. They're down the hall a ways. You can call and complain about those jerks if you want."

"I hate to do things like that. I could have just been imagining things, anyway." She rolled her eyes. "Wishful thinking."

Now that the sudden flurry of activity was over, Kevin noticed that beads of sweat dampened her brow. Her skin was flushed, and he assumed that she'd actually got in a bit of a workout before the two men had interrupted her. Her nipples - which were quite large - poked provocatively at the stretchy material of her top.

Wishful thinking, indeed.

Before he got caught staring, he asked, "Do you want to sit down?" Remembering the bottle of water he still carried, he held it out to her as an afterthought.

"Thank you." She sat down on the bed, rather than the chair where he would have expected, and unscrewed the top from the bottle. After a couple of swallows, she sighed. "Oh that's good."

The sound of her voice made the words seem to mean something far different, and chills ran up Kevin's spine. Another cold tingle accompanied blood rushing between his legs.

Felicia waved her hand toward the door. "The thought of having to go back out there makes my stomach go sour. I'm going to be seeing those two around every corner for the rest of the week."

"They didn't really head this way. Maybe they saw us together and got the wrong idea. Could have chased them off."

She grinned a bit sheepishly. "That's why I grabbed your arm. Hope I didn't startle you."

Kevin shook his head. "Nah - it's cool."

Felicia wiped her brow and made a disgusted sound. "I need to get out of these clothes and have a shower."

I'd love to help. "I could go make sure that they aren't around, and then walk you down to your room."

Her lips pursing, Felicia seemed to consider it. "I'm still a little afraid to go back out there." Her eyes brightened and she asked, "Think you might do me one more favor?"

Kevin shrugged and smiled. "Yeah."

"Could you take my key and get the clothes laid out on the bed? I could take a quick shower here, if that's okay? Maybe my nerves will have settled enough to make a run for it by then."

The fight to keep the surprise and excitement out of his voice when he answered made him pause for a moment. "Yeah, I can do that."

Felicia unzipped a small pouch and moved an MP3 player out of the way to retrieve her key card, which she then held out. "Thanks so much. I'm in five-fourteen."

Kevin took the card, already daydreaming about her in the shower - his shower. "Back in a minute or two."

The halls were empty and quiet as Kevin kept his eye on the room numbers steadily descending. He swiped the card when he reached her room and entered, feeling for all the world as if he was sneaking into the girls' locker room.

Her clothes were laid out on the bed as she'd told him, but it was another outfit that drew his eye first. He recognized the shorts and top that she'd worn to the park that day, along with two articles that he hadn't been able to see. The bra was hanging over the arm of a chair, while her panties lay rumpled on the seat.

Curious, he leaned in close to the bra to look at the tag. He let out a little grunt of surprise upon seeing that the size said C-cup, thinking that they looked bigger than that.

Too bad they're not laying on the floor next to my bed, he thought as he straightened. A pale pink pair of panties lay atop the neatly folded pile on the bed. He couldn't resist running his fingers over the satiny crotch of the panties, and the sensation pushed him over the edge from half-hard to throbbing. Beneath them was what appeared to be a pair of men's boxer shorts and a t-shirt with a much faded picture of a teddy bear on it.

Kevin folded the bundle over in half with the boxers on the outside, tucked it under his elbow, and headed back toward the door. He softened his steps while passing his parent's room and his brothers'. Though there was no reason to believe that any of them were up, he wasn't taking chances.

The sound of the shower running greeted him as soon as he opened his door. His eyes widened and he immediately looked over to see Felicia's workout clothes lying on the bathroom floor.

"Kevin?"

"Yeah, it's me. Found them," he answered, quickly closing the door behind him.

Felicia peeked out from behind the curtain, her hair wet and dripping. "I couldn't wait. Just lay them on the sink."

He sat the bundle down as she'd indicated, and backed out of the room again, reluctantly pulling his eyes away from her.

"Kevin?"

"Yeah?"

She chuckled. "Close the door."

He laughed nervously. "Oh yeah. Sorry."

Felicia slipped back behind the curtain as he pulled the door closed.

"Oh my fucking god," he muttered under his breath, adjusting his throbbing erection as he walked away from the bathroom. As if she wasn't sexy enough, now she was naked and dripping, only a few feet away.

Gotta chill. She's already freaking from those guys. White Knight. Play it smooth.

He flipped on the television in hopes of a distraction, plopping down on the foot of the bed, but there was even less on now than before. Half of the channels were switching over to infomercials. It did pull him away from things just enough to soften his raging hardon and keep him from noticing the sound of the shower shutting off.

Thus, he turned with a little start of surprise when she emerged from the bathroom. All the work of turning his mind away from her vanished in an instant. Her hair was damp and her nipples stood out against the material of the t-shirt, which was stretched between her breasts in eye-catching wrinkles.

Those can't be Cs, he thought as his cock reversed course once again.

"Oh, I feel so much better," Felicia remarked as she walked over to drop her workout clothes on a chair.

She bent to pick up her shoes, and Kevin couldn't keep his eyes off her butt. Even though it was shrouded in the pleats and folds of the boxers she wore, it still looked great - as did her bare, gorgeous legs.

Felicia sat down near the head of the bed and let out a little groan. "I left my hair band in the bathroom. Could you get it for me?"

Kevin hesitated for a second, keenly aware of his hardening cock.

Paused in the act of lifting one sexy leg to put on her sock, she said, "It's okay. I can get it."

"No, I got it," he quickly countered, doing his best to keep his hips angled to hide the growing bulge in his shorts as he popped off the bed and headed for the bathroom.

By the time he returned with the hair band, Felicia had already pulled on her socks and bent to tie one of her shoes.

"Here you go," Kevin said, holding out the band while keeping his hips turned away from her still.

"Thanks," she said as she finished tying the bow. Her head moved forward just enough as she straightened to bump his outstretched hand. Kevin instinctively slid his foot backwards and withdrew his hand.

"Oops," she laughed, and then reached out for the hair band. "I can be..." Her eyebrows shot up as she trailed off and then muttered, "Oh."

There wasn't the slightest ambiguity about what she was looking at, or what had brought her up short. Her eyes were locked on his tented shorts.

Kevin quickly walked to the foot of the bed. "So, do you want to head back to your room now?" He glanced back at her to see a little flush in her cheeks and just the faintest hint of a smile, which encouraged him to keep facing the wall.

"It's okay - really," she said as she tied her other shoe. "I mean, at your age, it probably happens every time the wind blows, huh?"

Kevin couldn't manage more than a slight croaking sound, having no idea how to respond to that.

"Oh god, now I'm embarrassing you. I'm sorry." Felicia stood and picked her clothing up from the chair. "An old lady talking about your..." She gestured toward his hips. "Well..."

Completely off balance, Kevin said the first thing that popped in his head. "You're not that old."

"Please," she argued, the word full of self-effacing sarcasm. "It's nice of you to try to make me feel better, though. I think I'd better get out of here before I embarrass myself any more."

"I'll walk you down there," Kevin offered and turned toward the door.

"Oh, you don't have to do that," Felicia said while reaching out to lay her hand on his arm.

"No, it's cool," he said as he looked back at her. His eyes were drawn with almost magnetic intensity to her nipples, which were pointing at him as if in accusation. He snapped his gaze away - just a little too quickly - and saw a flash of curiosity in her eyes.

"That isn't for me, is it?" When he winced slightly, she continued, "It is. Oh, now I feel even worse. I'm walking around here half naked, getting you all worked up."

Kevin shifted nervously from foot to foot, but when his eyes met hers for a second, something smoldering there caught him and held him.

"Now you're all hard and horny, and I'm just going to leave you like that. You must think I'm such a bitch."

Kevin shook his head, unable to even manage the word no.

"I'm just going to feel terrible about myself - and after you've been so nice to me." She took a step closer, a crooked grin turning up the corners of her mouth. "Is there any way I can make it up to you?"

No fucking way, Kevin thought, but she didn't give him a chance to actually answer.

Felicia's fingers curled around his cock through his shorts and she let out a short, high-pitched moan. "You are hard. Is that all for me?"

Kevin groaned and answered, "Yeah."

Her moan this time was deep and long as she squeezed, making him throb in her grasp. "I have a little confession to make. Those guys didn't really worry me that much, and I knew you had your own room." She released him just long enough to tug down the front of his shorts and wrap her fingers around his naked cock. "Can you forgive me?"

"Maybe," Kevin played along, tugging upward on the tail of her t-shirt.

Taking the hint, Felicia pulled off her shirt, freeing her breasts. She let the cloth drop negligently behind her and folded her arms atop her head, prominently displaying the large globes, each capped by a light brown oval and the largest nipples he'd ever seen.

"How about now?"

"A little closer."

"Then I'll just have to try harder." As she spoke, she sat down on the bed, grabbing the waistband of his shorts at the same time to pull him toward her. As soon as he was close enough, she tugged down his shorts and the boxers beneath in one smooth pull.

Kevin made a half-conscious attempt to push his shorts down the rest of the way while she stroked an incredibly soft hand up and down his twitching shaft. Felicia looked up into his eyes, biting her lower lip as she grinned, her other hand slithering beneath his shirt.

He took the hint, just as she had, and pulled off his shirt. Felicia purred, stroking him a little faster as she let her fingertips glide over his abdomen. "Oh, you're gorgeous," she said in a breathless whisper as she leaned in to kiss his stomach.

She traced kisses all over his chest and abdomen, pausing for a few moments to suck on his nipple, all the while pumping her hand over his turgid manhood. Kevin managed to drop his shorts to the floor and step out of them, still pretty much in disbelief. Felicia leaned back as he stepped on the heels of his shoes and switched hands. Her breasts jiggled from the motion, and he couldn't resist reaching down to squeeze them.

"Mmm. You like my tits?" She switched from stroking him to teasing the head of his cock with her fingertips.

"Fuck yeah," he answered as he pinched both nipples at the same time.

"Ah!" Felicia whimpered from the shock, and then threw her head back as he caressed her breasts, teasing the tips every so often. When she looked back up, her lips were slightly parted, and she licked them with the tip of her tongue. She reached up with her free hand, and he leaned down to kiss her.

Kevin was a little surprised by the hunger in her kiss. Her fingers twined tightly into his hair, and her tongue explored his mouth. The hand wrapped around his cock squeezed tight, making him throb powerfully. It was like nothing he'd ever experience before - primal and needy. When their lips parted, she gasped and pushed him back slightly. A translucent drop of pre-cum had welled up from his swollen purple tip as she squeezed him, and she leaned down to scoop it up with her tongue in a sudden movement.

Kevin shuddered and grunted as her hot tongue brushed the head of his cock. His left hand found its way to the back of her head. Felicia moaned, her tongue darting out to flick under the rim of his cock helmet. Once, twice, three times the torturous little touches made him twitch, and then her soft lips engulfed him.

"Fuck," Kevin grunted as she sucked on the head, swirling her tongue over it. She pulled back in almost a kiss after a few seconds, looked up into his eyes, and took him deeper.

Felicia moaned around him as she sucked up and down his shaft, her hand still pumping at the base. First, her lips slid slowly over a couple of inches below the head, and then she switched to a fast bob of her head that made his fingers tighten in her hair. The next suck went even farther, all the way down to her now stationary hand.

Kevin breathed hard, his gaze rapt upon her worshiping his cock - when he could keep his eyes open. He never once felt even the slightest scrape of her teeth, and her tongue was doing things he couldn't even begin to describe. No girl had ever sucked him like this, and he felt the itch of impending climax starting to build.

But she wasn't done.

The hand curled around the root of his cock moved to his balls, cupping them, and then she did the most amazing thing he'd ever seen in his life. Felicia swallowed his cock, a little croaking sound escaping her as her nose nestled in his pubic hairs.

"Holy fuck," Kevin cried out as she opened her mouth wide and snapped her head back, trailing thick strands of saliva from her lips to his cock.

She sucked in a quick breath, swallowed, and then looked up to him to ask, "Like that?"

"Hell yeah," he responded, his voice deep as he tugged on the back of her head.

"Anybody ever done that before?"

"No way. That was..." He couldn't find the words.

She smiled up at him and wiggled her tongue over the head of his cock. "Better than all the girls you've been playing with?"

"Way better. Damn, you know how to suck dick."

"I love it. It turns me on." With that, she engulfed him in her hot mouth again.