I thought Carla was pretty hot. She was the mother of the kids around the corner. She had great muscular legs and a pretty good sized set of tits. I was always staring at her and she usually caught me. I guess she was just used to it, because usually she would just smile at me. She was about 5'5" tall and of medium build. I'd see her running a lot, and while she maybe had a few extra pounds, you could tell she was in great shape, and she always had a nice tan. She had nice teeth and a pretty face. She had dirty blond hair with darker eye brows and I constantly fantasized about the color of her bush. Her kids, Jeff and Eric were younger than me by a few years but that didn't stop me from hanging out as often as I could. Especially in the summer time. While Eric and I tossed the ball around, I would ogle his mom laying out on the deck in a motherly one piece swim suit. Not too revealing, but at 15 it was more than enough to get my engine running. I would stare at the nice rounded mound of her pussy and sometimes when she wasn't paying attention her legs would spread slightly and I could see the fabric riding up into her slit. Her huge nipples seemed always to be hard.

When I was 16 and able to drive, Carla asked me to keep an eye on her pop machines when they went on vacation. She had a business with about 10 vending machines that she owned and stocked. It was summer and they were all going to Cedar point for 4 days. She took me on her route to show me where all her machines were and how to stock them. We took her truck which was stocked with sodas in the back. We talked about school and life in general as we drove around. I was an old pro by this time at talking and ogling her at ths same time. She was wearing a pair of cut off jean shorts and a button up short sleeve shirt. I would stare at her big tan thighs while she drove and study her face and chest. After our third stop she got us both a cold coke to drink. We were driving along, drinking our pops when she dropped hers right in her lap. She had jerked the steering wheel slightly in the busier than average traffic and lost her grip. I grabbed the can for her but most of it had spilled all over her thighs. She swore quietly and asked me if I could get some towels from the glove compartment. Traffic was still heavy so I started wiping up the vinyl seat around her legs. "Do you want me to wipe you off?" I asked, hoping against all hope she would say yes. "i really can't spare any attention in this traffic, could you?" she asked. I took off a few sheets of paper towel and began dabbing at her thighs. They were warm and soft to the touch. I slid the towel along the outside of her thighs first and worked my way in. Her legs parted for me as I dried the inside of her thighs right up to her crotch. My dick was stirring and I was glad I was leaning over so she couldn't see. "Oh, god," she was laughing, "My butt is soaking wet." I laughed too and wiped the seat between her legs and slid a new towel as far under her crotch as I could. After a quick consultation, Carla quickly jumped off the seat and I slid a few sheets under her for her to sit on. I was finishing drying her thighs and lingering by her pussy when she said "Thanks, I think that's good." Reluctantly, I backed away. My cock was shamelessly throbbing in my shorts and I was pretty sure she noticed it. She glanced at it a few times but said nothing as we drove to the next machine.

I handled her route fine while they were gone. At night I would jerk off thinking about her legs and tits. I would imagine her spreading her legs further apart while I slid my fingers in her hot pussy. I would dream about driving the truck myself while she wiped coke off of me, eventually pulling my dick out and sucking it clean of the sweet sticky syrup. Man, I wanted to get my hands on her again.

When they got back things went back to normal for a few days. The following monday though, I went into their back yard and Carla was laying out but Eric and Jeff were no where to be seen. Carla greeted me from the deck when she saw me and I went up to her. She was wearing a new two piece bathing suit and laying on her stomach. Eric and Jeff were both at sport camp for the next two weeks. "Oh" disappointed I turned to leave. "Stay and talk to me for a few minutes." she asked. I turned immediately and pulled a chair up just behind her where I could look up between her legs. We made a lot of small talk and I told a few jokes while she laid there and I stared. She seemed to be squirming around a lot and I watched the folds of her bikini bottom slide along her crack. "New swim suite." I stated. "Yah," Carla said, "I was embarrassed to be seen in that old swim suit. I bought it after Jeff was born because I had stretch marks but most of those have faded and I figured it was time to get a two piece again. I feel a little funny in it though, I haven't shown this much skin in a long time." Before I could think better of it, I said "Well you look good to me." She turned her head and smiled back at me. "Don't lie," she laughed "but hey, since you're here, my back hasn't gotten much sun until recently, do you think you could rub some of this lotion on me?" Could I?!?! I practically tripped as I lunged for the bottle of sun tan lotion. She reached back and undid the strap on her top so her back was completely bare. With trembling hands, I began to apply the lotion to the smoot skin of her back. I could see her huge boobs pressing out around the sides of her chest and I knew I would be trying to hide my boner very shortly. Carla moaned and said it felt nice while I rubbed the lotion into her shoulders. More a massage than a quick lotion job but she didn't seem to mind. I looked around expecting her husband to come screaming out of the house but everything was quiet. They had a 6 foot privacy fence and with all the ranch style houses and the trees we were pretty well hidden from anyone's view. I worked my way down to the small of her back and stared at her ass. It wasn't her best feature but it wasn't bad. kind of flat but firm and meaty.

"You want me to do your legs?" I asked, scarcely believing the words I heard coming from my mouth. "Oh, that would be wonderful," she purred, "would you mind?" She knew I wouldn't mind. I started at her feet and worked my way up her calves. She ran a lot and her calves were firm and well rounded. I worked my thumbs hard into the muscle and she groaned. At the back of her thighs I began pushing against the skin like I was shoving it up to her but and she liked it. All around in circles I worked first her left thigh and then her right. They felt like they were burning up under my hands and I worked my way closer to her crotch. I made some lame joke about coke stains on her legs and she laughed and her legs spread a little wider. Her thighs weren't touching at all and I was close enough to see a few tiny hairs curled around the edges of her bikini by her pussy. Yeah, my dick was hard and pulsing urgently as I worked my hands into the warmth between her thighs. Smooth and soft, I was mesmerized as I worked my right hand along the inside of her left thigh. My other hand was resting on her back and I realized suddenly that my right hand was now pressed up against the side of her vagina and I was simply rubbing it back and forth. Furthermore, rather than be upset, Carla was slowly raising her but up and down against my touch. She wasn't saying a word and her head was turned the other way. Not wanting to give up this spot and too afraid to move on, I continued to apply pressure to the side of her pussy while rubbing the top of her thigh. Her swim suit had another idea though. As I continued to rub it slowly began to give way until I felt a new wetness. I looked down and realized that my hand was now rubbing against the inside of her pussy lips and I groaned and felt my cock squirt in my shorts.

I was feeling faint but kept rubbing and Carla kept slowly grinding. Within a few minutes, her bottoms were completely to the side. The only thing keeping me from a real good look was my own hand. I was now cupping her hairy pussy with my middle finger sliding along her wonderful wetness. There was certainly no denying now what was going on. I could hear Carla's slightly heavier breathing and my cock was growing stiff again as I pressed my middle finger, searching for her hole. She let out a low groan as I slid my finger into her slick little hole and continued to pinch her lips around it with my other fingers.

"We better get inside before you get me into trouble." she said in a strained voice. I backed off and she got up, refastening her top and adjusting her bottoms. I followed her like a zombie into her house. In the kitchen she got me a soda and we stood looking at each other, she kept looking at my crotch and I looked down. My cock was creating quite a tent and as if that weren't enough, I had a nice sized wet spot where I had cum in my pants. She smiled at me and said "It's nice to know you're appreciated." I laughed nervously. "Jim doesn't pay much attention to me anymore, actually since the kids were born." What a dumb ass, I thought. "Have you ever been with a girl?" she asked. I shook my head. Seeming to reach a decision, she grabbed my hand and said "Come on, I'm gonna teach you a few things, I wish someone had taught my husband." I followed her into her bedroom and she turned to me. I stood a few inches taller than her at 5'8" and probably weighed just a few pounds more at 150. "Do you like the way I look?" she asked coyly. I said she knew that I did and she smiled and said yes.

She took my shirt off and rubbed my bare chest with her hands. I was paralyzed as she reached back and removed her top. Her tits sprang free and she put my hands on them. They were soft and smooth like her thighs and I cupped them gently. They were still pretty perky and her dark nipples were hard in my hand. Smaller than a cantaloupe, bigger than a grapefruit. I rubbed them gently as she undid my pants. They slid down my legs and my cock stood proudly, while I looked away shamefully. Like every boy I was very concerned about the size of my dick. I measured it constantly and usually came up with 6 to 8 inches depending on how big a liar I felt like being. Carla didn't help much when she grabbed it excitedly exclaiming how beautiful it was. All I wanted to hear was how big or thick or maybe even scary it was.........but beautiful?? Never had I thought to describe my penis as beautiful or pretty or........Carla knelt down and stared at it, relieving me of my mental tirade as I watched her face move closer and closer to my stiff thing of beauty.

Oh, like heaven. I wanted to pull her up and kiss her deeply as she slid my throbbing cock into her mouth but I sure didn't want her to stop what she was doing so I stood there and tried to keep my legs from falling out from under me. I couldn't believe how hot her mouth was. She was rubbing my ass cheeks roughly while she shoved her face repeatedly into my groin. I was lucky I was so young and full of cum because my mind was all over the place and I was so self conscious, I stood there above her not really knowing what to do. I was afraid to touch her because I didn't want to ruin what she was doing, so first I put my hands on my hips. I saw myself in her dresser mirror then, hands balled into fists resting on my hips, arms akimbo, I looked ridiculous. So Carla was sucking away and my cock felt ready to explode and I was desperately searching for a place to put my hands. Finally I rested them gently on her head and she didn't seem to mind. My hands moved back and forth with her head and I began to relax a little, feeling my balls begin to tighten. Almost involuntarily, as I shot a huge load, I pulled Carla's face hard onto my dick.

To my relief, Carla didn't seem to mind my urgent thrusting and choked down everything I shot in her mouth. She stood up and pulled me to her and pushed her cum coated tongue into my mouth. I grabbed her tightly and pushed my own tongue back. Moving to the bed, Carla laid down and told me to help her with her bikini bottom. I tore at them as she lifted her ass from the bed and was rewarded with an amazing shot of her fleshy wet pussy. Her outer lips were parted slightly and the darker interior beckoned me forward. Without thinking, I dove in for my first taste of pussy. How many nights I had dreamed of this, I don't know. But I dove in with gusto, shoving my tongue as deep as I could into her wet little hole. She ground her pussy against my face for a few minutes while I desperately tried to shove my tongue as deep as I could. Unfortunately, her pussy was neither sweet nor delicious in any way that I had believed it would be. I had read too many stories. In just a few short minutes I was sitting up and coughing. Tangy, tart, pungent.........maybe these would begin to describe the taste. I asked Carla if she had any water and she ran and got me a glass. She looked hurt and I felt bad. "Maybe you're just not ready for that yet?" she asked. I agreed, trying futilely to explain that it just hadn't been what I'd expected.

We laid side by side for a few minutes and as I stared at her awesome tits and dirty blonde bush, my cock started to harden again and I couldn't keep my hands off her body. This seemed to warm her up some too as I leaned in to kiss her again. I slid my hand down to the hot stickiness of her cunt and explored gently as I thought briefly of my failed pussy eating. What an idiot I was. I had seen a few pornos and always this guy is flicking his tongue across the clit and around and up and down.........and why I had really expected a pussy to taste like sweet cream or vanilla ........I started thinking that maybe it wasn't as bad as I'd thought........I had just had too many stupid preconcieved ideas about what it should be like. But enough of that. Carla was telling me she wanted to feel me inside of her. I climbed awkwardly on top of her and with my body tense, lowered myself to her pussy (myself being my dick) Carla did me a huge favor by reaching down and guiding me into her snatch....I had no clue what I was going to do without her help, maybe I was hoping for something like a magnetic effect.

Naturally, I found myself thrusting furiously into her burning pussy. She was moaning appreciatively saying how good it felt to get fucked hard. Her legs found their way up to my chest and over my shoulders and I slammed into her slurping cunt. Carla shuddered violently as her pussy spasmed around my cock and I felt a small hot flood of juice at the base and on my balls. I hadn't cum yet but I was overcome now with the desire to taste her pussy once more. Without warning, I pulled out of her and slid down to lick the juices away from her puffy red lips. Feeling a little better prepared, I found her pussy to be less disagreeable to my pallette. I squirmed my tongue around the thick folds of her pussy lips and flicked it across her swollen clit. I realized with surprise that I could really get to like eating pussy. Carla groaned happily and gave me occassional pointers as I lapped greedily at her flowing pussy juices. Carla had another orgasm and I was rewarded with a small rush of her fluids which I polished off quickly.

"I want you to fuck me sweety" she told me, as I flopped down next to her. My cock was hard still and couldn't wait to sink it inside of her 'sweet' pussy again. Carla jumped up on top of me an lowered herself onto my spastic cock. It was my turn to groan with delight as she began moving her hips back and forth. I ran my hands along her smooth brown thighs as I watched her stomach muscles contract and stretch. Up her torso, my hands found her awesome tits and I massaged them and pinched her nipples which she seemed to like. She moaned more and ground her pussy agianst me. "Oh, god, I haven't been fucked like this in I don't know how long. It feels soo good." She continued to grind against me with her eyes closed and her face turned up toward the ceiling. I couldn't believe my ears. What about Jim, her husband? Apparently he hedn't been keeping up his end of things in the bed room. His loss, my gain. "I want to feel you slamming your cock into me again." Carla was looking down at me again. I practically threw her off the bed in my eagerness to oblige.

Instead of our original position Carla got on her knees in the middle of the bed and thrust her ass out at me. I scooted in behind her and she helped me guide my dick into her quivering hole. I slid in slowly until her ass was pressed firmly against my abdomen. Carla dropped her shoulders and turned her ass up more so her cheeks spread and her little asshole winked up at me. I could feel the walls of her pussy contracting against my cock and I began to slide it slowly out before slamming back inside of her. She would groan appreciatively and I began to pick up the pace. Within minutes I was thrusting with all my might into her cunt while staring fixedly at her asshole. Carla's ass was not her best feature by far, but it certainly wasn't bad, and seeing her asshole put a whole new spin on things for me. Carla was huffing and puffing and muttering the soft mantra "fuck me, fuck me" and I was obliging by stuffing my cock into her cunt like a horny dog. Carla was thrusting back against me and our skins slapped loudly with every thrust. I couldn't last long like this and felt my balls tightening and my cock swelled inside of her. I grabbed her hips tightly and shoved my rod as deep inside of her as I could. My cock spasmed repeatedly and my legs felt like jelly as I pumped my seed into her.

Carla rolled over and I knelt between her legs. We just stared at each other for a few minutes. I watched my cum leaking slowly out of her swollen pussy onto the bed sheets and she stared at my young naked body. I could see the lust already building within her again. "Let's get cleaned up" she suggested. We went into the bathroom and showered together. One more time from behind in the shower from behind and Carla was shoving my clothes in my hands and telling me I had to get going so she could clean up. I went home and spent the whole day in my room pretending to read. I don't think I made it through more than 3 pages though, as my mind raced, trying to absorb what had happened.

The next day I was up early, showered and dressed, staring out the back window of my house where I could see when Carla's husband Jim left for work. I was out the back door and knocking on Carla's before Jim's car had turned the corner. Carla greeted me in a robe holding a cup of coffee. Her hair was disheveled and wild. We sat in the living room and talked for a little bit. At first we just made small talk and I was afraid Carla was going to pretend yesterday had never happened. Finally, Carla put her coffee down and took my hand in hers. "You're really young...." she began "too young maybe to appreciate my position.....I'm married and you're underage.......I got caught up in the moment yesterday and it had been so long since Jim showed any interest in me......." I was listening, I really was, but I was also staring at her thighs where her legs parted and her robe hung open. Carla was holding my left hand but my right was free and I began to caress the smooth skin of her right thigh, working my way up to her shadowed cotton panties.

"Well, did he show any interest in you this morning?" I asked as I moved my hand further up her thigh. I could feel her legs tense as my fingers brushed the edge of her panties. "No, but that's not what I'm saying......." I moved closer to her and cupped her pussy in my hand rubbing gently. I saw her glance at my crotch and then quickly away. I was already hard and I put her hand on the bulge in my pants while I continued to massage her pussy. Her breathing was alread