got to the couch and sat down, she crossed one leg over the other, exposing to the boy's confused lustful gaze and ripe whiteness of her left ass-cheek. She smiled as she saw that he had an erection, and she knew that she was about to give another lesson… one that would be better than the first.
'Aren't you going to come here and sit next to me?' she asked in as teasing a voice as she could. Yes, she was going to go a great deal farther with Billy here. She could see that since he was more sure of himself, it would be more fun for the both of them. 'If it will make things any easier for you, yes, I'll take the paper from you.' Billy sighed deeply, as though he were trying to overcome some unknown fright, and he fumbled with a small notebook, marking her down for once a day delivery. Then he stood there again, as though he wanted to leave, but was unsure about how he should do it. Karen saw that she had better move quickly before he became so scared that he just ran out of her house. She didn't want to frighten this one away.
'Have you thought at all about what happened to Alan after school?' she asked him, lowering her leg to the floor and walking slowly over to him. She could see that Billy was turning almost white with fright, as though he was gang to be punished for coming to her house uninvited. 'I'll tell you that Alan and I had a great deal of fun after school, Billy. I didn't punish him for anything, and I'm not going to punish you now.'
Billy was visibly relieved, although he could still not see what she was getting at. 'Now… you have to trust me, Billy,' Karen said as she came closer to him. 'Alan liked what we did, and I would like to do the same thing to you. But before I do, you have to tell me if you want me to.'
Billy thought about what she was saying for a moment. The truth of the matter was, he did trust her. The only other woman he knew was his mother, and she was usually too busy to have any time for him. His new teacher was not the same as his mother. For one thing, she was prettier… a lot prettier. And she seemed glad to have him in her home. 'All right,' he said finally. 'If a cry-baby like Alan liked it, I guess I can take it too.'
'Good, I know you can,' she said. 'I'm sure you'll like it as much as Alan did… if not more…'
With that, she reached out to pull his body against hers, and her mouth came down hard to claim his small, tender lips. Billy stiffened with surprise as his face was suddenly buried in the soft mounds of her towel-clad breasts. His hands hung limply at his side as though he did not know what to do with them… or any other part of his body, for that matter. He opened his eyes as Karen held his head against the rising and falling swell of her breasts, and he could see through the top hem of the towel and the pointed, upturned mounds of her large firm breasts, wide-spaced and set high up on her chest. She reached down with her arms and pulled his around her tiny, nipped-in waist, and moved her flat belly in a little to form a small hollow. In his excitement, Billy crushed her delicately feminine body as much as he could in the tiny circle of his arms, and she lowered her head to him again, her lips finding his.
This time, almost instinctively, Billy kissed her back, his throat making little animal-like whines of excitement and tension. He didn't know what to do. No one had ever kissed him like this, and he never expected it… never in a million years. Then he felt her tongue darting hungrily into his mouth, and the taste of it driving through him produced an involuntary jerking in his crotch. And then he noticed that his penis was getting bigger!
That had never happened before. Only once before had he been this close to a naked woman, and that had been in a picture one of the older boys had showed him. Then, as he had gazed at the nude woman, he had felt a funny sensation in the pit of his stomach, but he was feeling something much stronger now. She pulled his hands down to touch the smooth softness of her thighs at the bottom of her towel, and then thrusted her hips against him so he could reach around and fondle the swelling mounds of her buttocks.
Billy was more confused than he had ever been in his young life. He didn't know what was happening, but it scared the shit out of him. His parents had told him that nice people didn't do what his teacher was making him do… but there was something so wonderful about the strange sensations flowing through his body now that he forgot everything they had told him.
He found that even though he had never, ever done anything like this before, he was pulling her tightly against him, and he could feel the lithe muscles of her buttocks working in his tiny hands as she undulated gently up against him.
Then once again she kissed him, and while the feelings of her probing tongue in his mouth were strange, they were at the same time pleasurable.
Then he got the surprise of his life!
Karen broke the embrace and allowed the towel to fall completely from her body. Billy's mouth fell to the floor as he saw his first live naked woman standing not one foot away from him. He was held fixed to his spot on the floor as his eyes moved up and down her naked form as she stood in the puddle of her slightly wet towel with her legs spread apart, her head back, her hands knuckled provocatively at him with her mouth parted, the tip of her wet, pink tongue showing kitten-like. The moist, petal-like, softly hair-fringed lips of her naked pussy were presented blatantly to his eyes, and the bright red of her vaginal slit glistened with a mixture of wetness from her recent shower and the fluids of passion which were already forming at her pussy lips. Her high, smoothly rounded breasts seemed to quiver as if with some inner vibration, the nipples hard and distended. Her long slender legs were moistening with the juices flowing from her passion-flowered cunt mouth.
'I'm going to let you fuck me, Billy… That's what I did with Alan, in a way, and I want to do the same thing with you. Would you like that?'
Billy's mouth opened and closed like a fish out of water. His erection was causing him some pain in his pants, and he wanted to touch himself there… but he was afraid.
'You don't have anything to worry about, sweet darling,' Karen cooed as she drew him against her naked body. 'I know this is going to be the first time for you. I'm sure you'll love it as much as Alan did… Even more. I want to have your penis in my cunt. Would you like to put it there?'
Another question that Billy tried to answer but couldn't. He had never heard a woman talk like this. He had been taught that nice ladies didn't say such things, but he thought Karen was a nice lady. The sensations running through his body at being held against her warm, naked flesh made his stomach tighten. Karen could see that she was moving a little too fast for him, and she pushed him gently away from her body.
'Maybe it would be better to show you what I want you to do,' she said. She backed away from him slightly and slowly lowered her hands, her eyes fastened on his, and pressed her fingertips to her bright red, curling mound, slowly caressing herself down between her legs. Her nails glistened as they blazed a path through the sparse, red, silken hair. When her fingers reached the glistening pink slit between her legs, she placed the thumb and forefinger of her left hand on either side of the soft shining lips and spread them gently apart, revealing the trembling pink bud of her tiny pulsing clitoris. 'You see, Billy,' she said. 'I have something that looks like your cock in my cunt already.'
Billy hardly heard her words though. His gaze was mesmerized by what she did next. With her right forefinger, she traced up her cuntal slit until the finger tip came into contact with the miniature phallus. She tweaked it once… twice… sending more rivulets of lubricating down her naked inner thighs. Then her middle finger went lower, poised at the lips of her vagina and slipped easily inside up to the first knuckle… the second. She withdrew it again and slid it in again, fucking herself with almost glazed-eyed abandon. Faster and faster and faster her finger fucked wetly, hotly in and out of her naked, tight cuntal sheath, and as she rolled and twisted her hips with delight at the sensations searing through her flesh from her own manipulations, she spoke to the wondering young boy in a low, hypnotic voice.
'This is what I want you to do with your hard little cock, Billy… just what I'm doing with my finger. That's what fucking is, darling, and I want you to do this to me…'
The words… the sights… everything seemed to lash at Billy's young mind, turning it into a swirling frenzy. He sensed that what was happening was the reason his cock was so hard and large… and growing harder and larger against the tightly confining cloth of his pants.
'I can see that your penis is getting hard, and that means you can do it if you want to…'
Billy went numb with confused fright as Karen ceased her finger fucking and moved to him, unbuckling his small pants and dropping them to the floor, his cock springing upward as it was freed from his pants and shorts. Then she quickly removed his shirt and shoes, making him as naked as she was. His swollen little penis was larger than she thought it would be, and she was delighted at that. It meant that she would be getting a better orgasm than when she had finger fucked herself while sucking Alan a few hours ago.
'Oh, Billy, sweet, innocent Billy… your cock is so beautiful,' she crooned, stepping back to admire his lust- swollen cock. 'I know I'll love having it fucking my cunt as much as you will. Mmmmmm… I can't wait for you to fill me up. You're going to cum, too. I just know you are, and I want you to do that too. I want to feel your fresh hot
