I stood at my bedroom window, looking into the backyard of the house next door. Lynn Dawson was lying in the sun, on a chaise lounge, wearing a yellow bikini. The bikini was not extremely small but on Lynn’s perfect body, it did not have to be.

She was about five feet, eight inches tall and had thick, wavy, shoulder length blond hair which she usually wore tied back in pony tail. Her face was stunningly beautiful, even without make-up. She had large, bluish green eyes over high, prominent cheek bones, a small, narrow nose and a wide mouth with thin, sensual lips.

Lynn’s breasts were large, full, firm and heavy. She had a slim waist, flared hips and a heart shaped ass. Her legs were long and sleekly muscled. Even her feet were pretty.

We had been living next door to each for more than five years. Though I was only thirteen the first time I saw her, I instantly fell in love. As I got older, my desire for her grew. She was, and had been since the day she moved next door, my favorite fantasy. The problem was that Lynn was twenty years older than I, and married.

At least, she had been married. Her husband moved out six months ago. They had no kids so it was just Lynn living next door. Even though she was now single, I held no thoughts of anything happening between us. Though my desire for her was intense, I could not imagine any reason she would want me, a know nothing kid, twenty years younger than she. Except for being her next door neighbor’s son, I doubted she knew I was alive.

In high school, I was kind of a geek. I was good looking enough, I thought. I knew I wasn’t ugly. I didn’t play sports but I had a decent build. I liked to read and work on computers. I was one of the “smart” kids and I had several advanced classes. I had friends but I wasn’t popular. I had a few dates but, except for feeling a girl’s tits through her blouse, nothing ever happened.

As I watched Lynn, staring at her supine form, I became aware of my erection. Without looking away, I unzipped my jeans, pulled out my prick and jerked off as I tried to imagine Lynn naked, dreamed about making love to her.

I never expected that dream to come true.

It was ten days before I left home for the university. I was looking forward to college, being away from home and my parents, meeting other kids with my interests and most importantly, a chance to finally get laid.

My mother had borrowed a pearl necklace from Lynn to wear to a party. That morning, after breakfast, she asked me to return it for her.

I was nervous, almost scarred, as I rang Lynn’s doorbell. When she opened the door, I almost fainted. Her hair hung loosely around her shoulders. She was wearing a half open robe, tied at her slim waist. The silky material clung to her magnificent, braless breasts and showed the bumps of her hard nipples. The flowered robe was short, short enough to expose the full length of her perfectly shaped legs. Her feet were bare and her toenails, like her fingernails, were bright red.

I gave her the necklace. “My mother says thank you very much.”

“I hope she enjoyed wearing it,” Lynn said, “Come in.”

The invitation surprised me. “Oh, uh…that is…” I stammered, trying to tear my eyes away from the bulging flesh of her breasts and the deep, dark cleavage between them.. “I can’t. I have to…”

“Please,” Lynn said, “I could use your help with something.”

As I stepped into Lynn’s house, I felt as though something bad was going to happen. I could not have been more wrong.

“Come upstairs with me,” Lynn said.

I was nervous, confused, a little scared and very turned on. As I followed Lynn up the stairs, watching the movement of her hips and ass under the silky robe, I was so hard I thought I would cumin my pants.. She led me down the hall and into a bedroom. Her bedroom.

The room smelled faintly of flowers. The floor was covered by a purple shag carpet. A chest of drawers stood against one wall, a dresser and mirror on another. Curtained windows took up the third wall and the fourth wall was dominated by a king sized bed with a bookcase headboard, covered by a gold colored spread. There was a nightstand on either side of the bed. I wanted to tell her how much I liked the room but my mouth and throat were dry.

Lynn turned and stood directly in front of me, the tips of her breasts just inches from my chest. “Would you like to kiss me?” she asked.

My heart was pounding wildly. I wanted to say yes but I could not speak. I could hardly breathe.

Lynn put her arms around my neck and gently pulled my head down. I felt her lips, soft and smooth, press against mine, her firm breasts push against on my chest. Her tongue slipped between my lips and into my mouth. I felt light headed and shaky. My knees felt ready to buckle.

Lynn’s tongue explored my mouth and her body pressed against me. Slowly, without thought, I put my hands on Lynn’s hips then slid them back onto her meaty ass cheeks. I cupped her firm, tight ass and pulled her hips tighter against me as I plunged my tongue into her mouth.

Without speaking, Lynn pulled back and unbuttoned my shirt. She removed it then pulled my undershirt up and off. “Take your shoes off,” Lynn said as she worked at opening my jeans.

I toe to heeled my shoes off as Lynn pushed my pants down below my hips. “I’m going to go in the bathroom,’ she told me, “When I come back I’ll be naked. I hope you are, too.”

She went into the bathroom and I got my pants and briefs and socks off. I sat down on the bed totally naked. My entire body trembled and tingled and my cock was so hard it hurt.

As promised, Lynn came out of the bathroom, naked. She stopped halfway between the doorway and the bed and asked, “Have you ever seen a naked woman before?”

“Only in pictures,” I admitted.

“How do you like the real thing?” Lynn asked as she slowly turned, letting me look freely at her naked body.

She may have been almost forty but she was more beautiful, and sexier, than most women half her age. “You’re beautiful,” I told her.

“Thanks,” she said, moving towards the bed, “So are you.”

She sat down on the edge of the mattress, facing me. She put her hand on my cock, sending a jolt to my stomach, and closed her fist around the shaft. “Sometimes, when a young man has sex for the first time,” Lynn said, “he experiences an orgasm before he or the woman wants him to.” As she spoke, she got on her knees in front of me and was now kneeling between my legs, playing with my cock and balls.. “So I’m going to do something to make sure you don’t cum too soon.”

She leaned forward, lowered her head and my cock disappeared into my mouth. “Uuuhhh, GOD!” I groaned as the wet warmth of her mouth engulfed me. Ecstasy enveloped me as Lynn licked and kissed and sucked every square centimeter of my cock and balls. Her mouth moved up and down the shaft as though it was a hand masturbating me.

“I’m gonna cum!” I warned her, “I’M CUMMING, LYNN. OOOHHH, GOD! I’M GONNA CUM!”

Her mouth sucked harder, her lips moved faster, taking more and more of my throbbing shaft into her hot, wet mouth. I almost screamed when my cum exploded into her, shooting stream after stream of hot semen down her throat. Both of us gasped and groaned as cum poured out of my penis, flowing down her throat and drooling off her chin.

When Lynn raised her head, she was smiling. Her lips, and the skin around her lips was wet and shiny with saliva and sperm. “You cum a lot,” she told me, “and it tastes yummy, too.”

“That was fantastic,” I told her, unable to keep from chuckling.

“Now, I want you to do something for me.” Lynn said.

“Yes,” I agreed, “Anything.”

Sitting back on her heels, Lynn pulled a washcloth off the nightstand and wiped her mouth. “You’ve never seen a woman’s pussy, have you.” There were drops and streaks of my cum on Lynn’s breasts but she did not seem to mind.

“No,” I admitted.

“Lets change places,” Lynn said, “and I’ll show you mine.”

As I knelt at Lynn’s feet, she slid her rump to the very edge of the mattress and slowly spread her legs far apart. She placed her hands between her widely separated thighs and said, “This is my pussy.” I stared at thick lips as Lynn moved them apart, exposing the glistening, pink, inner flesh. Pointing and touching herself as she spoke, Lynn continued, “This is my clitoris—or clit— and these are the labia— or inner lips. And down between my thighs is my vagina, the opening that your cock goes into.”

She took my hand and said, “Put your fingertip on my clit,” and moaned softly when I did. “Rub it in little circles —oh, yeah, good—now rub the inner lips but keep rubbing my clit, too.” She was breathing heavier and her words were starting to slur. “Push two fingers into my opening—as deep as you can. Ooohhh, that feels so good. Keep doing that, all of it, my clit, the inner lips, the opening.” She leaned back on her elbows. ” Use your other hand, too.”

Lynn was gasping and squealing as I played with her pussy. “You do that very well,” Lynn said as she lay back on the bed, “Only now, do it with your mouth and tongue.”

She reached out and with her hands on the sides of my head, held my face to her pussy. Her hips twisted and bucked as I kissed and licked, sucked and probed her hot pussy and dripping wet vagina.

“That’s so good,” she moaned, “SO FUCKING GOOD!”

She slowly sat up and moved my face away from her pussy. She raised my head from between her thighs and pressed her lips against mine. Her tongue slipped between my lips and I pushed my tongue into her mouth. As we kissed, I raised my hands to the firm, heavy globes that hung on her chest. I could feel her nipples, hard and hot, against my palms.

She pulled her head back slightly and asked, “Are you ready to fuck me?”

She lay on her back, in the center of the bed, as I positioned myself on top of her. With my hips above her’s, she raised her knees, drawing them back almost to her shoulders. Then she reached down, gripped my cock and guided it into her passage.

The sensation of being inside her, of being surrounded, squeezed by the hot, wet, slick walls of her channel was the most wonderful experience of my life. It was better than I thought it would be, better than I thought it could be. I began pumping my hips slowly. It was like being stroked and sucked at the same time. I began moving my hips faster, fucking Lynn harder. It felt so good it almost hurt. When I finally came, it seemed that I could feel the juice that poured into her belly coming out of my thighs

When it finally ended, I could barely breathe. I felt drained but satisfied, totally relaxed, alive and happy. I slipped off of her and lay on my back, trying to catch my breadth.

Suddenly, I had a not so pleasant thought. “Oh, shit!” I cursed, “I hate to say this but I really have to go.”

“Go? Why?”

“What do I tell my mother when she asks where I’ve been?” I wanted to know.

“She won’t ask,” Lynn told me, “She knows exactly where you are.”

“How does she know?” I asked.

“She sent you here so that I could make sure you didn’t go off to college a virgin.”

I was surprised, shocked. I had no idea that my mother even thought about sex. Especially where I was concerned.

The next four hours were…well—that’s another story.