I was fresh out of my second marriage and was tired of the same old places and faces. At the ripe old age of twenty four, I was bored to tears. My best friend Judy was home from Florida where she had moved with her husband when he joined the Navy a couple years before. We were visiting one night and I was venting to her about how I needed a change of scenery. Everywhere I looked all In saw was reminders of my failed relationships. She suggested that since her husband would be out to sea for another eight months, I should come down to Florida and stay with her. I was excited about the idea and a few days later I was packed and ready to go. I had been staying with my mother since my last divorce so there wasn’t really a lot to leave behind.

On the drive south, Judy started to tell me about this other guy that she had been seeing. She had always been little hot to trot and evidently with hubby gone she had, to quote her “desires that needed attention.” I wasn’t about to judge her, I’d had a few of my own flings between marriages and even during the last one. My second husband was about ten years older than me and sometimes he was more interested in drinking than fucking so on a couple of occasions I slipped out and got some dick on the side. So I was completely understanding when she told me about this other guy. My only concern was whether of not he may have a friend for me. That turned out to be true and in fact began a whole new chapter for me.

One night after arriving in Florida, Judy took me to a friend’s house where they all hung out, including Dan, the guy she was seeing. Everyone was really nice but there was this one guy who really went out of his way to make me feel welcome. His name was Sam and he seemed a lot younger than the rest of her friends. He appeared to be fascinated with me, watching my every move. I’m sure it had something to do with the fact that I wasn’t paired up with anyone else and my D-cups were standing out nicely in the tight peasant blouse I was wearing. As the night wore on and we all shared a few joints, people started drifting off with each other. Judy had been drinking wine and kinda vanished into a back bedroom with her guy and I found myself alone on the couch with Sam.

He told me that he had joined the Navy as soon as he turned seventeen and he had actually celebrated his eighteenth birthday while his squadron was on deployment a few months back. I was relieved to know that he was at least legal but he seemed really inexperienced. As we talked, he nervously fumbled to take my hand, which I thought was so sweet. When Judy finally came back out, smelling of sex, he walked us out to her car. I decided to drive because Judy was seriously wasted. As he opened my door like a young gentleman, I leaned in and kissed him. He was shaking and I realized that this boy hadn’t even been kissed before. I hugged him and whispered “It was nice meeting you. Hope I see you again.”

On the way to Judy’s house, she asked me what I thought about Sam. I told her that he was little young for me but he was nice. Judy was stoned and a bit drunk as she blurted out “You should pop that cherry.” I laughed and replied “ Judy , you don’t know anything about him. He might just be shy.” She leaned over and chuckled “I know more than you think. He’s Dan’s roommate and Dan said he’s never been with a woman.” I laughed at her again but my mind began working. It had been a while since I had gotten laid and I started getting turned on by the idea of having my way with him. Lord, the things I could show that boy, after all someone needed to. I chuckled to myself and thought “Why not me.”

Over the next few weeks, we started spending more time with Sam and Dan. Sometimes we would go down to the beach at night and walk in the sand. Some nights Sam and I would just sit in the living room at Judy’s trailer, listening to her and Dan having sex in the other room. He had gotten better at kissing and I would take the lead, often times leaning over and pressing my breasts against him but he just wasn’t making a move. I was getting frustrated because as much as I liked him, I was twenty four and in dire need of getting laid. One night after the guys left, I talked to Judy and she said she would ask Dan if he had any ideas.

Judy came into my bedroom the next morning and said Dan had called her with a plan. She and Dan were going to go visit his friends in another town and would be spending the night. Dan was gonna tell Sam that I didn’t want to stay alone and ask if he would stay over with me. It sounded like it might work and that night Dan called her and said Sam had agreed to keep me company. To say I was excited was an understatement but I had to take it slow and be careful that I didn’t scare him off. Friday came and Dan came to drop Sam off and pick Judy up. She left me her car keys in case we wanted to go out but I was hoping that wouldn’t be necessary. Sam was still in his work uniform but he had brought a bag. He seemed to get a little nervous after they left and I wanted to put him at ease so I sat him down on the couch and took his hand.

“Look” I started “ I know you are shy and a little unsettled by being here. I like you a lot and I want you to trust me, can you do that?” He looked at me and then looked down at our hands. “ I really like you a lot too” he said “ I just feel like you are out of my league and I don’t want to do anything to disappoint you.”

I smiled and replied trying to reassure him “ You just let me worry about that, I’m sure you won’t disappoint me, you’re a great guy. I just want us to be closer and we can be if you let it happen, okay?” He grinned and looked back up at me “ Okay but you have to tell me if I do something to offend you. I really want us to be close too.” I leaned in and kissed him and said “ Good, now why don’t you go change and I’ll fix us some snacks and something to drink.” As he got up, he asked “Do you mind if I get a shower?” Getting up myself, I wrapped my arms around his neck and kissed him again before answering “ Of course not, make yourself at home.”

He headed into the bathroom and I waited to hear the water running for a few minutes and then I went into the bedroom and undressed. Leaving just my panties on, which were sheer enough to be almost see thru, I pulled a long teeshirt over my head. Looking in the mirror, I realized that the shirt barely covered my ass and if I leaned back at all, the outline of my bush could be easily seen through the thin material. Just what I needed to get his attention. I was half tempted to pop into the shower on him but I was afraid that might spook him so I stuck with my first plan of letting everything happen gradually. I headed back into the living room and sat down on the couch to roll a joint.

I heard the shower cut off and in just a few minutes Sam came out wearing some sweat pants and an old teeshirt. “Feel better?” I asked. He smiled and sat down sat the other end of the couch, answering “I feel cleaner, that’s for sure.” I turned to face him, propping my legs up on the couch and spreading them slightly to give him a little peak at the crotch of my panties. Acting like it was all very nonchalant, I lit the joint and took a hit before passing it to him. “Here” I whispered as I blew out the smoke “This should make it all better.” Pretending that I didn’t notice him staring between my legs, I gave him time to take a couple hits himself before I began easing into it. “Listen baby, I really like you. I love spending time with you and I just want us to be closer. I want to help you feel comfortable with the things I want us to do.” He looked at me like he didn’t know what to say. I slid over beside him and took the joint out of his hand, hitting it again myself before sitting it in an ashtray. Leaning over to kiss him, I intentionally bumped my boobs against his arm. I didn’t have a bra on and my nipples stiffened as we touched.

Pulling my lips away, I looked into his eyes and asked “Do you trust me baby?” He stammered, answering shakily “Yes”. Smiling, I assured him “Then just relax and I’ll make you glad you did.” As I kissed him again, I reached down and took his hand, pushing it up under my shirt until he was touching my erect nipple. As he groped my boob clumsily, I moaned to encourage him. Releasing his lips from mine, I whispered “Oh baby that feels so good. Touch my other boob.” As he slid his hand over to the other one, I continued “You like that baby? You like touching my tits? I like it too.” Glancing downward, I could see the outline of an erection in the front of his sweat pants. Looking in his eyes once more, I asked again “Do you trust me baby?” He moaned softly “Uh huh.” I raised my hand and touched his cheek, whispering “Then relax and just let me take care of you.”

Moving down to the floor on my knees in front of him, I reached up and took hold of his waistband. “Raise up baby” I directed him and as he lifted up off the couch, I pulled the sweats down and off, setting them aside. He wasn’t wearing any underwear and his young dick stood straight up oozing a steady stream of precum. Looking up at him and back down to his erection, I whispered “Ooh that’s nice baby. Now just relax and let me take care of that for you.” Slipping my hand between his legs, I wrapped my fingers around his cock and leaned over to take it into my mouth but I wasn’t quick enough and he started to cum. The warm semen splashed on my neck and teeshirt as he moaned and bucked against my touch. I pumped my hand up and down his shaft gently, milking him as I whispered encouragement “Oh yeah baby, let it out! Give me all that sweet cum!” He held his eyes closed tightly as he involuntarily move his hips to the rhythm of my hand. When he finally finished, he opened his eyes and looked at me worriedly “I’m sorry, I didn’t mean to do that.” I smiled up at him and said “It’s okay baby, that was amazing. I loved it.” I could see the relief wash over his face as he realized I was being sincere.

My teeshirt was a bit of a mess but that wasn’t a concern at the moment. As I continued to stroke his cock, I was fascinated that he still had a slight erection even after just cumming. Standing up, I pulled my teeshirt over my head and rolled it up before tossing it on the floor. The semen had soaked through and my boobs were all sticky but I had other matters to attend to. Pushing my panties down, I stepped out of them. I could see that he was staring up at me and was completely hard again. “God, you are beautiful” he gasped. “Oh you are so sweet” I chuckled. Climbing up on the couch, I straddled his legs and bent down to kiss him as I pulled his arms around my waist. I could feel that I was already nice and wet as I reached down between us and guided him into me. His dick felt exquisite as I pushed down, taking it all the way up inside me. It had been awhile since my pussy had a thorough fucking but I knew that this wouldn’t be it because he was way too excited with this being his first time.

I put my hands on his and pushed them down onto my ass. Moving up and down on his hard cock, I lifted my right breast and pushed the hard nipple into his mouth, moaning “Oh yeah baby, suck my tit!”. I could tell he wasn’t gonna last long so I savored every second. Suddenly he let go of my nipple and squeezed my ass as he threw his head back into the couch. I felt his cock stiffen and swell as he exploded once more, flooding my pussy with stream after stream of his thick cum. I ground my bottom down onto him, moaning “Oh yeah baby, give it all to me” as as his dick throbbed and gushed inside of me. While he moaned and shuddered in the throws of his climax, I slipped my hand down between us and rubbed my clit, giving myself an orgasm.

As we began to catch our breath and he finally softened enough to slip out of me, I rolled over on the couch beside him. Kissing him again, I asked “Are you okay?” He laughed quietly and answered “That was amazing. I never knew it would be like that.” I didn’t bother to tell him that most people’s first time was not like that. I know mine wasn’t but I had enough experience to make it special for him. We sat there in the afterglow just cuddling for the longest time until I broke the silence by sitting up and declaring “Now I need a shower!” Teasing him a bit, I pushed his leg and said “You got cum all over me.” I picked up the rest of the joint and lit it, taking a couple of strong tokes before passing it over to Sam. “Here” I said “finish this while I rinse off.”

I went into the bathroom and peed before turning the warm water on. I smiled, thinking that we still had the rest of the night. My buzz started kicking in again and as I wiped myself, I could feel my clit beginning to throb once more. “Hey” I called down the hall “would you like to join me? You could wash my back.” He answered back “Are you sure?” I walked back into the living room and looked at him. “After what we just did, I think I’m sure. Now get your butt in here, it’s not polite to turn down a lady.” As he got up off the couch, he pulled his teeshirt off and grinned. He just stared at me, looking over my body in the light. “Do you like what you see?” I teased. He just nodded.”Good” I chuckled again “because I do too. Now lets go enjoy some hot water, I’m getting a chill.”

Before we got into the shower, I put my hair in a bun to keep it dry. Getting my back wet, I handed him the soap and he began to lather me up between the shoulders. As I leaned back, I felt something against my ass and realized that he had gotten another erection. Trying to keep casual about it and keep him relaxed, I whispered “Um that feels so good. You sure you’ve never done this before? You really seem to know what you’re doing.” He just smiled at me when I turned to face him, rinsing my back off. Looking down at his hard young cock and back up into his eyes, I kissed him again. Taking the soap from him, I said “Turn around and I’ll do you.” As I washed his back, I let my hands move down and caressed his ass. He moaned ever so slightly and I knew he was really enjoying the attention. Lathering up my hands, I sat the soap down and slipped my arms around his waist. Moving downward, I slipped one hand under his balls as I wrapped the other around his shaft and squeezed and stroked him gently. Grinding against his ass as I rubbed my hard nipples up and down his back, I nibbled on the back of his neck and whispered “ Oh baby, your cock is so hard. Why don’t we rinse off and go lay on the bed where it’s comfortable.” I could hear a tremble in his voice as he whispered “If that’s what you want.” I had a feeling he would do whatever I wanted at that point.

When we had finished in the shower and dried off, I led him into the bedroom and told him to lie down across the bed. Pushing his legs apart and moving up between them, I said “ Tell me if you like this.” Taking his cock in my hand, I slipped it between my lips and began to suck it. He let out a gasp and whimpered “Oh yeah.” Knowing I was the first woman to suck his young dick, I became extremely turned on. I wanted him to last a little longer this time, so I pulled his cock out of my mouth and looked up at him asking “Does that feel good?” His dick throbbed in my hand as he whispered “That feels amazing.” Testing his willingness, I asked “Would you like to do something like that for me?” He very quickly replied “Yes, yes I would.”

Even though I had given myself a little pleasure when we were on the couch, I was in need of some real satisfaction. I had always love it when a guy would give me oral, it just seemed to give me a real intense orgasm. My second husband, who was much older explained to me that I had a nice size clit and it was very sensitive. He would work his magic on it and make me cum every time. “Sam” I asked cautiously “Do you know what it means to go down on a woman.” He looked at me thoughtfully and said “I’ve seen it done in some of the adult movies guys would watch in the barracks when we were on deployment. Will you show me?” His anxiousness turned me on even more as I answered “Oh yeah baby, I’d love to. Getting up on his knees, he turned so that he was facing my crotch. Moving my legs further apart, I spread my labia open and guided his hand down until his fingers touch me. “You see that little bump baby, that kinda looks like a little penis head? That’s my clit baby. It swells like that when I’m aroused. I want you to lick me there baby. Lick it and suck it for me. Go slow and gently at first, just nice and steady.”

As he bent forward and ran his tongue over my clit, a small shock ran through my whole bottom. “Yeah baby that’s it” I moaned “That feels so good.” As he increased his tempo I moaned louder, breathing faster as I felt my orgasm building. When he put his lips around it and sucked gently, I arched my back and let out a sharp “Oh God!”. Sam pulled away and looked up at me, asking “Are you alright?” Laughing huskily, I answered “Oh yeah baby, don’t stop. Please whatever you do, don’t stop!” As he dipped his head back down and lapped his tongue against my clit once more, I glanced over at his dick, hanging there hard as a rock and leaking droplets of clear precum. Seeing him erect as he sucked my clit sent me over the edge and I felt myself nearing orgasm. As I moaned louder, panting and bucking, he started to pull away but I placed my hand on the back of his head and held him there as I started to cum. “Oh God baby don’t stop!” I cried out as the climax washed over me. Out of instinct, he reached up and fondled my tits, pinching my nipples as he continued licking my clit, sending waves of pleasure through me until I finally pushed his head away.

Moving back up beside me, he put his arms around my shoulders as I lay there letting my heart slow down while catching my breath. “Did you like that” he asked “Did I do alright?” Barely recovered from the intense orgasm, I whispered “Oh baby, you did real good!” After a few moments, I pulled on his arms, telling him to get on top of me. Reaching down and taking ahold of his cock, I guided him into my soaked pussy whispering “Fuck me baby. Push your dick in and out of my pussy.” At first he tried pulling all the way out and pushing back in, which wasn’t working. “No baby” I whispered “Don’t slip all the way out. Just until the head of your cock in almost out and then push it all the way back in.” He followed my instructions perfectly and immediately began plowing in and out of my aching pussy. “Yeah baby that’s good. Fuck me baby, fuck me harder.” He picked up his rhythm, shoving his dick all the way in with each time, I felt another orgasm coming on. “ Oh yeah baby, that’s it, don’t stop. Fuck me baby, I’m gonna cum.” As quickly as I spoke, it hit and I pushed up to meet his thrusts as I grabbed his ass, pulling him into me. I rode out my climax until suddenly I could feel his cock stiffen and swell inside of me. It felt so good and I cried out “Oh yeah baby, give it to me!” He let out a loud grunt and began to flood my pussy with what felt like a gallon of thick cum. I could feel it seeping out around his shaft and running down my ass. When he finished and climbed off of me, we cuddled up and dozed off. I don’t remember ever sleeping that good.

The next morning, I woke to the sound Judy and Dan coming in. I could hear them in the kitchen and by the time Sam and I got dressed, Dan yelled down the hall “Hey, hello we got coffee out here?” As we walked into the kitchen, Judy asked “You guys hungry? I’m gonna make some eggs.” Sam excused himself to go to the bathroom and as soon as he was out of sight, Judy whispered “How did it go last night?” Dan looked at me as well when I answered “It went exactly as planned.” They both smiled and high-fived me before he came back in. As I poured my coffee, I thought to myself “I’m gonna love educating Sam.”