(MF, cheat, oral, virg)

I was 17. I had known Cat for about two years, first as a casual aquaintance, then as my girlfriend's best friend. Few guys could look at her without feeling lust - she had the nicest set of tits I had ever seen: Big, full, and firm, with that sort of perfect roundness we all dream about. She had a lovely oval face and flouncy brown hair, and her tight ass was a perfect accompaniment to those fantastic breasts. Many a night I had lain in bed thinking about her - stroking my cock and dreaming about those tits. In fact, I must admit, even while fucking my girlfriend or watching her suck my cock, I would often fantasize that this was Cat's mouth, Cat's pussy, and imagine what her beautiful tits would look like wedged between my thighs as she sucked me, or bouncing as I fucked her.

Not to say that my girlfriend was lacking in any way. Alice was a beautiful, small japanese girl, with a particularly charming little face and a mouth that loved to suck. No one looking at her demure expression and perfect posture could guess that this little chick was a sexual dynamo - she simply adored cock, and would suck and fuck me any time we had a spare moment alone. For a 17 year-old boy who'd had almost no sexual experience before, this was a dream come true. Alice's body was perfect - like a sculpture or a painting - and to watch her moving over me while she speared herself on my hard cock was almost more than I could stand.

Nevertheless, I could not help but think about Cat now and again. Where Alice was small, olive skinned, and perfect, Cat was like a playboy centerfold. Her big, firm breasts, slim waist, and tight round ass could not escape my attention, no matter how wonderful it was to fuck Alice. That they were friends, that I could not bear to lose my little japanese lover, that Cat had shown only a casual interest in me as a friend, these things did not deter my lust. "Fantasy is harmless," I thought, "so why not enjoy it? Nothing will ever come of it."

It was a New Year's eve party, held at a mutual friend's parent's house, and Alice was visiting her relatives in Oakland. We'd had a few hot words about it, since she had an old boyfriend or two up there and I was a typical paranoid 17 year old. Even though I knew I was wrong, I kept seeing her in my mind's eye, spread out on a bed for some muscular matrial artist. I was not in the best mood. Neither was Cat. She arrived at the party late, and was dressed in a suprisingly frumpy dress.

Cat was always proud of her body, especially her chest, and was known to wear tight-fitting T shirts and short skirts at virutally every opportunity. That night she was wearing some shapeless grey dress that hid every curve. I could tell she'd been crying by the redness in her eyes and the fact that herr nose was running slightly - not an alluring sight by any means. She was sitting on the staircase alone, which was unusual in itself since Cat was almost always surrounded by guys who were trying to look down her shirt; but that night she was giving off such un-sexual vibes that everyone seemed to be staying clear. As though without her sexiness there was no reason to go near her. I felt real pity for her, since there was obviously something serious bothering her. I sat next to her on the carpeted stairs and asked what was wrong. Before I knew it she was holding onto my knee and sobbing.

Apparantly her boyfriend of 6 months had just given her the gate - she had refused to go farther than oral sex with him, and he had run out of patience with her. Even though I felt sorry for her - I imagined how I would feel if Alice left me - I still felt my cock stir at the feeling of her breast against my leg. Her tears had started people looking in our direction and Cat was embarrased, so we went into the back yard to sit by a hedge and talk. She poured her heart out to me for two solid hours, and I found myself ashamed that I had been aroused at her touch. She had loved the jerk, or though she had, but had just not felt ready to go all the way with him. He was a typical jock stud, and she was too young to see how little he really cared about her I tried to make her understand how guys like that operate; I told her about the way some guys talked about girls in the locker room, about the jokes they made about well-endowed girls, but she just seemed to get sadder and sadder. To top it all off, he had abandonned her at the front door to this party after they had argued all the way there.

I offered her a ride home. The party was really going by then and we were finding it hard to hear each other. On the way home I tried to think of things to say that might make her feel better. I told her that I had always thought she'd sold herself short by going with that particular guy, and I knew of plenty of guys at school who were interested in her, and so forth, but nothing seemed to help.

"Yes, I know," she said, "but I'm used to that. When you have a good body there are always plenty of guys hanging around. That doen't mean anything to me."

"Well, do you respect my opinion of people?" I asked.

"Sure - of course. You're one of the best people I know."

"Well then, if it makes a difference, let me say that if it weren't for Alice, I'd have asked you out a long time ago." I saw the surpise in her eyes, and thankfully there was pleasure there too. "I've always liked you, Cat. You're honest and fun to be with - I'd want to be your friend whatever you looked like."

I'm sure guys had told her before that they liked her for her, always trying to get in her panties, of course. But I meant what I said and she could tell. A silent moment passed, and she began to cry again. I started to apologize, but she held up a hand to stop me. "No, no - that was very sweet of you. I've always sort of hoped... Well I don't know. Let's just say that that's nice to hear, that you like me..."

She was obviously flustered. When we got to her house I could see that the lights were all out and the cars all gone except hers. Her folks and her sister were obviously not home. I walked her to the door, waited for her to unlock and open it, then was about to leave when she asked me if I wanted a cup of coffee or a cold drink. I accepted, but at that point I felt sure her offer was innocent. We sat in the living room on a big, comfortable sofa, drinking coffee, listening to the radio and talking. She seemed to have cheered up considerably. She added bourbon to our second round of coffee, saying that she really "felt irish" that night, laughing as she said it. I laughed too, but I did not understand the reference. I was starting to get a little nervous, since I noticed that when she returned with the coffees she had also unbuttoned the top three buttons on her dress, and the rounded tops of her breasts were cresting nicely. I could even make out the lacy trim of her bra. My cock was getting uncomfortably hard, and I caught her looking at it more than once while she poured a little more bourbon in each of our cups.

"I can't tell you how much better you've made me feel," she said, her voice just slightly sloshy from the booze. She leaned back on the sofa and sighed. "To be honest, it's nice to have the pressure off - to not have `him' begging to fuck me every five minutes."

In leaning back she allowed her dress to rise high on her thighs, and I could see the sky- blue material of her panties. I think I gasped a little, from the view and because I'd never heard Cat talk that way before, and she smiled at my reaction. "Oh come now, Steve," she said, "Alice has told me all about what you two get up to. No reason we can't talk about sex - we're friends, aren't we?"

I had to swallow hard - this was the object of every wet dream I'd had over the past year, getting drunk, showing me her tits, and wanting to talk about sex. I don't know how I managed to do it, but I set down my drink and said "Well, I don't think Alice'd be too thrilled if she walked in on us right now, do you?"

Cat was quiet for a at least a full minute, then she leaned forward (drawing my eyes to those glorious mounds that were inches from spilling forth) and said "She's in Oakland, Steve. My family is in L.A. No one's going to walk in on us." She had a serious look on her face now, and her eyes welled up. "I need you. I really need you. I know it's a lot to ask."

That was the straw. I might have been able to resist a simple seduction, but this was too much. She was begging me. I leaned forward and kissed her as gently as I could. I felt her tongue brush my lips, and when I probed with mine her lips parted and she took my tongue deep into her mouth. She pulled me back, slowly, until she was lying on her back in the folds of the soft sofa and I was cradling her in my arms. Our first kiss lasted for at least five minutes, as our tongues and lips probed and stroked and kissed. She took my right hand and placed it against her left breast, and I felt the nipple swell in my palm. Such a nipple it was, too - it felt like a small stone in my hand. She began to suck my tongue like a cock, in and out, while she undid the buttons on her dress, then unsnapped the front clasp on her bra. I pushed the material away and looked down at the lovliest pair of breasts I have ever seen, including those in mens magazines. They were so round and firm and perfect. Her aeriolas were pink and large, and the nipples stood out like buttons.

I kissed down her neck, ran my tongue over her collarbone, and took a nipple in my mouth, sucking it lovingly. Her breathing became shallow and quick, and I could feel her heart beating rapdily as I massaged one nipple while sucking the other, then switched. "Oh, God Steve. That's soooo nice. Um, do it. Ohhhhhhhh" - her words were lost in a low moan, and I glanced up to see here eyelids flutter. I let my left hand drift down between her legs, and she spread them for me, drawing her knees up slightly. I rubbed her pussy through her panties, and her breaths turned into little mewls of delight.

My heart was beating like a freight train. She was biting her lower lip and churning her hips when I eased her panties aside and let my fingers probe her pussy. She was warm and wet, and her breathing deepened as I began stroking her clit with my thumb while finger-fucking her slowly with my middle finger. Her pussy was very snug, even around just one finger - Alice had told me Cat was a virgin, and though I had found that hard to believe, I had to admit that she was awfully tight. Her hips rocked slowly and rhythmically, matching the strokes of my hand as I palmed and probed her tight little cunt, and she put her hand behind my head and pulled my mouth back onto her breast again. I sucked her nipples for a few mintues, while her hips began to move gradually faster, then she gasped slightly and pushed my head down toward her pussy.

"Please.... Oh, fuck.... mmmmmmmm, that's so good..... Ah, Steve. Do you.... uhhhhh..... mind sucking pussy? Uhhhhhhhh.... I know some guys.... don't like.... uuuuuuuhhhh..."

I kissed her navel and lifted my head - her eyes opened just a little and I winked at her. She closed them again and smiled, then began moaning and rolling her head back and forth. I removed my hand from her pussy and took her panties off completely. She lifted her lips to help, and I took the opportunity to kiss her pussy lightly. She bit her lower lips again and giggled. That giggle turned into a moan as I began to lick her pussy lips. I am very, very good at giving head. Alice was a very communicative lover, and over the year we'd been together I had learned just exactly was turns a woman on.

Cat's pussy was lovely - just a few wisps of curly hair above the clit, and a totally hairless labia... exactly the way I like them. Her pussy lips were parted slightly, and her moistness was pooled slightly in the hole. I took my time, alternately sucking her labia and flicking my tongue over her clit while my index finger gently probed her pussy. When I thought she was ready to come, I took her clit between my lips and began sucking and licking it. Every few strokes I would plunge my tongue into her pussy, then after a pause I'd begin licking her clit again. Three times she came close to coming, her body arching and her moans reaching a peak, and three times I backed off, licking gently about her labia and reaching up to stroke the sides and undersides of her tits. Each time I backed off she moaned and laughed a little in dissapointment - but she knew how good it would be when I took her all the way.

"Do you want to come now, Cat?", I asked between licks.

"Ummmmmm, yes. Oh, yeah. I want to come, I really, ahhhhhhhhh, want to come. What a good idea. Ahhhhhhhhhhh, do me..."

I aim to please. I began sucking her in earnest, with no turning back. I gradually inserted a second finger into her pussy, and she gasped, but her hips started snapping even more wildly. I felt a little twitch in her hips and knees, and I knew it was time. I sucked her clit deeply and she came. Her knees thighs clamped over my ears as she wrapped her legs around my head. Her hips snapped and bucked wildly, as though she was trying to escape, but she held onto me with her legs. The sound she made was high and sweet and came from the back of her throat. Sort of an Mmmmm mmmmmmmmmmmmmm sound that turned into a throaty moan as her lips parted into an O.

I love to watch a woman's face at she comes. Such love, such joy. Cat's face was completely rapturous as I sucked and licked her pussy. I kept her coming for a full minute at least, then when she began to come down I nibbled her clit lightly with my teeth until she was coming again.

Finally, after bringing her to climax three times in this way, she stroked my hair with her hands, released her thigh-grip on my heads and said "that's all I can take, lover. Ah, god, that was the best, the best."

Her face was all smiles as she hugged me and kissed my face. She had unbuttoned my shirt and I could feel those huge tits pressed against my chest as she held me to her. After she caught her breath, she undid the drawstring on my pants and slipped one hand in. She licked my ear as she massaged my cock, and whispered "I am going to suck your cock until you come in my mouth, baby. I'm going to give you the best blowjob you've ever had. I'm going to lick it and suck it until you give me your come. Then I'm going to suck you hard again and we'll think of something else to do."

She got no argument from me. I only half dared hope that "something else" meant she wanted me to fuck her. After all, she wouldn't let her boyfriend do that, and she was a virgin. I decided that I'd just sit back, enjoy the blowjob, and count my blessings.

She took her clothes off completely, then motioned for me to stand. My shirt fell away, and she knelt before me, took off my shoes and socks, and then pulled by pants and underwear off in one motion. I cannot tell you how intense this was, watching this lovely, stacked girl on her knees in front of me, naked, maintaining eye contact while she removed my pants. My cock was, of course, hard as a post, and it bopped her in the chin as she pulled my briefs away. She stroked the insides of my thighs with her fingernails and began kissing the head of my cock lightly, lovingly, almost chastely. The way her soft hair framed her face, and the look of total attention in her eyes as she kissed my penis and rubbed my legs was almost enought to make me come right then, but I mamanged to hold back.

After a moment or two she began to stroke my cock with one hand while she took just the head in her mouth and began to run her tongue all around it - again so slowly, carefully, lovingly. I could feel every contour of her tongue and lips as she licked, nipped, sucked the head and glans. She stroked my balls lightly with the fingernails of her right hand, while she held the shaft in her left hand and stroked. This was heaven, pure and simple. The concentration of pleasure was intense and complete. Then the doorbell rang. I paniced a little, but Cat reacted calmly, giving by cock a final lick, then standing to kiss me with her arms around my neck. My cock was poking her in the belly when she whispered in my ear "It's probably him." She nipped my earlobe, then turned and walked to the front door, which was only about 8 feet away.

A lot of things went through my mind. Getting the living shit kicked out of me by the jock on the other side of the door was high on the list, but the top item was certainly the interruption of the best blowjob I'd ever had. Or heard of. My heart sunk, then rose when I realized that though she was peering through the peephole, she was not reaching for the doorknob. I could hear his muffled voice on the other side of the door saying "Cat? You Home? C'mon, open the door, Cat..."

She came back to me, and stroked my cock a few times with her hand, smiling a mischevious smile. She whispered "Let's go to my bedroom, so we can get confortable. This is going to take a while." By "this" I did not know if she meant the blowjob or her ex-boyfriend's persistent knocking at the door. As if to answer my unspoken question, she literally led me down the hall by my cock and said "you have such a beautiful cock - I'm not going to be rushed."

My cock had softened slightly from the perceived danger, but the sight of her in the moonlit hallway, tight little buns bouncing as she walked in front of me, her hand gently squeezing my dick as we walked - well, I think I gained an inch. He room was dimly lit from a streetlight outside through a gauzy curtain. "He might come to the window," she whispered, "but don't worry. He's not sure I'm here and there's no way that asshole is getting in here. Now, " she said, pushing me back onto her bed. "You just lie back and let Cat suck your beautiful dick."

I did just that, of course. She even put a pillow behind my head, leaning over my face to adjust it, and I gave her nipples another suck for good measure. Then she spread my legs and laid down on her stomach between them. It was just exactly as I had dreamed it - so much so, that for a moment I wondered, with the eerie quality of the light and the perfectness of the situation, if I might be dreaming.

She kissed my cock from the base to the tip, all along the underside, then swirled her tongue over the head and took it into her mouth. All notions of dreaming left my mind at the feeling of her mouth sliding down my cock while her tongue slipped side to side all the way. Again, she went slowly, applying just enough suction and pressure that I could feel every tastebud on her tongue and every vein on my dick. She bobbed her head slowly up and down, up and down, and on every downstroke I could see her tight ass down there between my ankles, and on every upstroke I could see her lovely breasts, pushed together, emphasiszing their roundness. And on every stroke she sighed in pleasure. After a dozen deep strokes or so, she lifted her mouth from my cock and began to lick and kiss the underside again, her left hand stroking my belly. Then she sucked each of my balls lightly and stroked the shaft with her right hand. We made eye contact again as she lifted her head to take me back into her mouth, and she blew me a little kiss. She game the underside of my cock a wet, tonguey kiss, and her eyes half-closed as she gave me the sexiest expression I've ever seen. Then it was back to the deep strokes with side to side tongue movement on the underside of my dick. Such a feeling cannot me described. It was incredible. She developed a rhythm. A dozen deep strokes, then lick and kiss the shaft and my balls. Then more strokes, more licks. Each time she went back to my cock she sucked a little stronger, and soon I could feel her saliva dripping from my balls onto her bedsheets. On the sixth or seventh time she looked up at me from my balls, I noticed her eyes widen in suprise and she supressed a little laugh. I looked over my shoulder and could make out the silhouette of her ex-boyfriend as her cupped his hands around his face and tried to peer in through the window. I could not tell if he could see anything through those gauzy curtains, but she went back to deep-sucking me with renewed vigor, and I thought I heard him say "oh, shit" right before he melted away into the night.

Maybe he was just angry that she was not home, but from the tone in his voice I'd bet he could just make out the image of Cat sucking on another man's cock. What justice, I thought. Cat lifted her mouth from my cock, licked her lips very sexily, and said, "are you ready, Steve? Do you want to come in my mouth now?" She smiled, and I was, in fact, pretty damn ready. "Uh huh" was all I could say, and she smiled and drew herself to a kneeling position. "Let's get serious, then," she said, and positioned by hands so I could squeeze and stroke her tits while she sucked me.

This was serious. From the first stroke I could see what this new angle did for her. She was now taking my entire cock, all the way, down into her throat. I had neve been deep-throated before. Each stroke began with just her lips on the head, about 1/8th of an inch of my cock in her mouth, then she would plunge down, taking the whole thing into her mouth, over her swirling tongue, into her throat. Her hands were on either side of my hips, supporting her, and I stroked and squeezed and palmed her titties while her head bobbed faster and faster. This did not last long. I felt the orgasm begin at the base of my spine, the rapidly build up through my balls and into the shaft. In that moment, just before a man comes, when the pressure backs off just a tad, I said "I'm coming" in a throaty whisper. Cat took my dick all the way down her throat, and gave the underside a long, hard stroke with her tongue while she sucked. And I came. She began to moan, then was cut off by the raging stream of my come flooding her mouth. She swallowed once, twice, then backed off and breathed in around the edged of my cock. It was still pulsing, still sending come into her mouth, and some of it spilled out.

In a few moments my cock began to subside, and she let it slide out of her mouth so she could lick up the come that had dripped into my public hair and onto my balls. She licked my dick clean, and semi-hard again, then kissed her way up to my face and slid beside me. Her right hand was behind my head, her left stroked my chest. I was just this side of unconscious, but I was conpletely aware of her touch, her breasts crushed against my side, and the fact that my dick was already starting to harden again. Her face was pressed to my ear, her tongue gently probing. I could her her breath quicken as she began to play with my cock, using her right hand. Jacking the shaft slowly, she lifted her head and watched my cock grow gradually to its full length. I was gently stroking her pussy hair with the fingertips of my right hand while squeezing her tight little buns with my left.

We seemed to lie that way for a long time, her eyes wide and nervous as she stroked my now rigid cock. I could tell she was trying to come to a decision, but by then my fingers were stroking her clit and her breath was coming in short little gasps every time I flicked her little button. "I've never gone all the way," she said finally, turning her face to me, her eyes searching mine. "I'm a little scared, but I want to. I you to fuck me. You've got me so hot... I..."

She closed her eyes and buried her face in my chest, redoubling her efforts on my cock and humping against my probing hand. I gently pushed her over on her back and knelt between her legs. She spread them wide for me, exposing her pink pussy lips, and she looked so small. I was eagerly anticipating how tight she was going to be, but I also noticed that she'd closed her eyes and was biting her bottom lip. "Don't be afraid, Cat," I said, "we're going to go very slow. I won't hurt you. I promise."

She looked up at me with a look that said "I believe you - I trust you" and she nodded her head slightly. Her pussy was extremely wet, and my cock was the hardest it had ever been. I gently eased just the head inside, then pulled it out and rubbed her juices over her perfect little labia, stroking her clit with the tip of my cock. Again I eased the head in, moved it around a little, then pulled it out and stroked her clit. Her eyes had closed again, and her lower lip was between her teeth, but this time the look was lust, not fear. I placed the head inside her again, and she lifted her ass from the bed, forcing my cock a little deeper. I put my hand gently but firmly on her tummy and pushed her back down. She smiled and moaned a little in faint protest, then gasped a little and coooed when I pushed my cock halfway in. She as so tight, so warm. I almost came immediately, but held back and waited for the pressure to subside. Since I'd already come once in her mouth I was able to stop myself - I'm sure I would not have otherwise. I half-fucked her for about a dozen strokes, holding her down with my hand on her tummy, then pulled out again and rubbed her lips and clit.

Her body was shaking and I knew she was close to coming. "OK Cat," I said, "I think you're ready," and I began to ease my cock into her fully. I put it halfway in again and began long, slow strokes, each imperceptably deeper than the one before it. All the while I was stroking her clit with my thumb, using tight circles and firm pressure. I felt the muscles of her thighs tense, her back begin to arch, and a high soft whimper emerging from her throat. She began to come, and as I felt her warm, sweet fluid engulf my cock, I drove it all the way into her. I felt her hymen break, but the intensity of her orgasm overcame the pain and she began to buck her hips and lift her ass to meet my strokes. Her pussy felt insanely tight, and it was like the first time again for me, as though I'd never felt a pussy wrapped around my cock before. Her orgasm peaked and she gasped "Oh goooooood, so goooooood" as her pussy clamped my cock and she held her ass quivvering in the air. Her orgasm began to subside, so I intensified my stroked and leaned down to suck on her erect nipples. She came again, this time hissing through her teeth and pressing my head to her breast.

I felt that I was about to come and said "I'm going to come - I'd better pull out." She pulled my cock deep into her and held me there with her legs wrapped around my back. She reached back with her hand and turned us over, so that she was on top of me, her soft hair hanging down over her tits. She lifted herself until my cock was almost completely out of her pussy, then slowly slid back down. Her hand was grasping the base of my shaft as she did this again and again. Her eyes were closed and she had a look of complete concentration on her face. The feeling was incredible, but I knew it would not last long. The come began to boil up from my balls, and she must have felt it moving up with her thumb because she pulled my cock out, and slid down to take my load in her mouth again. I came in five long spurts, my vision becoming sparkly from the intensity of the orgasm. I let out a long deep moan and she answered it with one of her own, the vibrations in her throat feeling so fantastic.

We lay that way for a few moments, my cock shrinking in her mouth, her hands stroking my legs, her tears falling lightly on my thighs. Finally she moved up to my face and we hugged each other tightly for what must have been an hour. Finally she said "That was just the way I always hoped it would be. I'm never going to forget this. God, that was so beautiful." I called my folks later and told her I was staying with a friend. I slept with Cat all that night, a deep, peaceful sleep. I think we'd both reached a state of calmness that had eluded us for a long time.

We made love again in the morning, then took a shower together. I made breakfast for us and she gave me another blow job: "Since I finished my breakfast first and have nothing to do with my mouth," she giggled. All in all we fucked six times that weekend - and we sucked each other off countless times. I have never come so much in a two day period before or since.

When we parted we both knew it was over. Alice was coming back, and Cat and I were not in love. But it was a time that neither of us will ever forget, and I made a friend that I have never lost, even to this day - long after Alice and I have parted ways. More than once, at a gathering of friends or a picnic, we've snuck off somewhere to enjoy a quick fuck or to suck each other off. It's been over ten years, but its nice to know we're still horny kids at heart. --


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