Kerry by Aquinas (Bi sex)


Part I 

Kerry was not an unusual girl. She liked art and poetry, she was 
intelligent and maybe talented. She was quiet and her thoughts were her 
own. She liked to wear 60s/70s style retro clothes. In any city she 
would easily find friends with similar attitudes and interests, but in 
our small town she tended to stand out. I suppose she wanted that in 
some way.

I first noticed her about a year after I moved into town, which is to 
say about the time my wife left me. I'm still not quite sure why she 
left me, but then she would say that's exactly why. Circular logic. I 
didn't get it then and I don't now. I just know it hurt like hell and I 
was left by myself in this very quiet little place.

It wasn't Kerry's looks that first got my attention. To be honest, it 
was just the fact that she was a young female, old enough to be sexual 
and not fat or ugly. It's pretty slim pickings around here. To be even 
more honest, I've always had a thing about younger girls. I don't know 
why, but there is something about them that arouses me. My ex was 
attractive to me largely because she had that slim young girl look.

I noticed Kerry on my walks to the store and the post office. I think 
the first time I saw her, she was raking up left over winter debris in 
her front yard. She looked up as I walked by, smiled and said hi. I 
gave her a hi back and continued on. When I returned from the store, 
she wasn't in the yard anymore.

Kerry lived three houses down from me. After seeing her that first day, 
I began to keep an eye out for her. She wasn't out a lot, but when I 
did notice her, I'd watch from my house. I began to have fantasies 
about her.

Kerry was slim, and not too tall, maybe 5'2''. Her figure was hard to 
make out due to the loose, unsexy clothes she wore, but I eventually 
got the impression that she had an average build, hips and breasts in 
the right places, neither very large, but definitely present. Her hair 
was a nondescript sort of light brown, cut fairly short. Her face was 
definitely her best feature. She had a good complexion, somewhat full 
lips and light brown eyes that often seemed full of mischief.

As spring wore on, I saw a lot more of her at the store or on the 
street. We always said hi to each other, and I got the feeling that she 
would have more to say if I initiated a conversation. At the same time, 
my fantasies about her became more frequent. Oddly, as I lay in bed, 
trying to go to sleep, I would start out thinking about Kerry and end 
up thinking about my ex. They had very similar bodies. It felt really 
confusing.

I didn't even know Kerry's name until after I had been seeing her 
around for several weeks. I overheard the lady at the counter of the 
store use it. I already knew her last name, from the mailbox in front 
of her house. Having a first name to go with her made my fantasies feel 
more solid. My ex didn't intrude quite as much as she had before.

Of course, I also fantasized about how I might get to know Kerry better 
and maybe even have a chance to have real life sex with her. 
Essentially, I'm a pretty shy person, so there was little risk of me 
actually doing anything. But at times, after so many months without 
anyone in bed beside me, I felt so lonely and frustrated that I 
seriously planned ways I could open a conversation with Kerry and try 
to make something happen.

The opportunity came unexpectedly, as I suppose opportunity usually 
does. There was a little article in the local paper about students in a 
cooking class at the high school putting on a special meal to show 
their abilities. It featured a picture of Kerry, dressed in a classic 
chef's outfit, lifting the lid of a steam tray. It gave me a perfect 
way to open a conversation with her and show her that I was aware of 
her. It also made me rethink things a bit, as the caption said she was 
a sophomore. I had assumed she was a year or two older.

All the same, it seemed like a harmless thing to do, so the next time I 
saw Kerry outside her house, I paused after we said hi and 
congratulated her on having her picture in the paper. She thanked me 
and kind of waved her head in an "aw shucks" sort of way. I went on to 
mention that the steam tray she was uncovering appeared to be empty.

Kerry grinned and told me that the picture was staged, a photographer's 
idea of what would look good. I shook my head and agreed with her 
appraisal of the whole situation as somewhat farcical. There wasn't a 
whole lot more to say, so I told her she had my congratulations all the 
same, and went on my way.

It seemed like almost nothing at the time, and in fact I assumed that I 
had just made the friendly overture and gotten the most likely 
response, polite and somewhat friendly in return, but no big deal. So I 
was surprised a day later when Kerry came by my house.

I was weeding a flower bed when she walked up and said hi. I was a bit 
flustered, but I think I covered it fairly well as I said hi back. But 
then I was stuck for what to say next. Kerry filled in the gap by 
asking me about the flowers, and gave me a chance to get onto safe 
ground. Flowers and plants in general are a hobby of mine, so I found 
it easy to tell her about what I was doing and what I hoped would 
result. With the plants, that is.

Well, Kerry ended up helping me some with the weeding, and I found the 
wherewithal to ask her in for a cold drink when we finished. It was 
nothing stronger than iced tea, and while Kerry got a partial tour of 
my home and learned a bit about me, nothing sexual happened.

What did happen was that Kerry started coming by for brief visits every 
couple of days. We would look over the progress of my plantings and 
sometimes just sit on the back porch and talk for a while.

The whole thing was pleasant, but it started twisting my head. As I got 
to know Kerry, I got to like her more and more. Somehow, that made it 
harder for me to have some of the raw sexual fantasies about her. I 
still had a part of me that looked at her in a very sexual way, but I 
kept it more and more repressed. I was afraid that if it showed in any 
way, I might drive Kerry off and I enjoyed her companionship too much. 
At the same time, the urges and feelings were still there.

Early on, after visiting several days in a week, Kerry didn't come by 
for three days. I grew terrified that she had realized how I was 
looking at her or somehow knew some of what I had been thinking and had 
left because of that. Then she turned up again, no change, no problem.

After this happened a couple times, I realized that she probably had no 
idea what sort of things I thought of doing with her. I also realized 
that I was making a real effort to be very good around her, so as to 
not lose her company. Finally, I realized that her company was getting 
to be very important to me, that maybe my feelings were more than just 
sexual.

This hit me hard when Kerry stopped coming by for some ten days. I had 
no idea what had happened. I didn't see her around town, but I didn't 
really think I could go knock on her door. I started having dreams 
about her, not just active fantasies. In my dreams she came back and we 
held each other and she told me she loved me.

Then one afternoon, I was sitting on the couch on my back porch when 
Kerry reappeared. I had to fight hard to suppress my joy at seeing her 
when she came in and sat down beside me. She explained that she had 
been away at her cousin's house, a "vacation" her parents had sprung on 
her at the last minute. I said that it must have been nice to see her 
relatives and get away a bit. "Not really" she said" The kids are a 
bunch of screaming brats and I had to baby-sit them all day. There was 
nothing to do, and it generally sucked."

I took a breath and as calmly as I could, said that it was too bad she 
had such a lousy time, then added, noncommittally, that I had really 
missed her. I felt that deeply, but I was afraid to express it too 
strongly. Kerry looked up into my eyes, a look of sincere surprise on 
her face and she asked "Really?"

"Yes, really" I replied, my true feelings creeping into my voice. I 
felt ready to take the plunge, to tell her how much her company meant 
to me, but our faces were so close together, and there was a look in 
her eyes that was impossible to misread, so instead, I leaned forward 
and kissed her on the lips.

Shy, as always, I intended something of a peck, but instead I found my 
arms wrapping around Kerry and hers around me and our mouths opening 
against each other as our tongues met. There was no hesitation or 
second guessing. We just made out like crazy.

Thinking back, I believe there was a small voice in my mind saying 
"This is crazy! You're getting it on with a girl who hasn't even turned 
sixteen yet!" But it was a very small voice.

After several long minutes, I broke off our kissing and looked Kerry in 
the eyes. "You don't know how much I missed you, and how much I dreamed 
about being with you like this," I told her.

She was breathing heavily and replied " I've wanted this for so long!"

I couldn't believe what I was hearing, but I wasn't about to ask 
questions. I covered her mouth with mine again and as I kissed her, I 
put one hand on one of her breasts. I could feel the stiffness of her 
nipple through the thin fabric of her blouse and bra. I took my mouth 
off hers and she gasped as I tweaked her nipple with my thumb and 
forefinger.

I started to talk to her. Over the years, I have learned that almost 
all women want you to talk to them as part of foreplay. The trick is to 
know what any particular woman wants to hear you say. Talking about 
their breasts is usually good.

"I love the feel of your hard nipples" I breathed to Kerry. From her 
continued writhing and panting, I figured she liked hearing me say so. 
"I'd love to take your breasts in my mouth, to lick them and suck on 
your nipples, feeling them get hard under my lips and tongue and 
fingers."

Kerry was moaning softly, but I asked the unnecessary question "Would 
you like me to do that?"

It was all she could do to sigh out the word yes. I removed my hand 
from her breast, and put my mouth over it instead, mouthing her nipple 
through the two layers of fabric. At the same time, my hand reached 
down and pulled up her skirt. I reached between her partly open legs, 
feeling them spread wider for me and ran a finger over her cotton 
panties. Her sex was hot and her panties moist. She moaned out loud as 
I lightly fingered her there.

As my hand cupped her hot wet crotch, I took my mouth off her breast 
and told her "I'd love to kiss you there. Would you like to have me 
lick you and kiss you right there?"

"Oohh yeah!" Kerry moaned.

I took my hand from her crotch and took one of her hands. I brought her 
hand between my legs so she could feel the stiffness of my cock. Kerry 
began to rub and squeeze it through my pants. Returning my fingers to 
her cotton clad cunt, I asked "Do you want to have my cock inside you?" 

I had to grimace as Kerry squeezed my rod harder than I would have 
liked. "Oh God yes!" she exclaimed. "I want you to fuck me!"

At that point, thinking as much as I could with my other head, I 
decided that the porch was not the best place for all this. So I picked 
Kerry up and carried her upstairs to the bedroom. It wasn't quite as 
easy as that, but she weighed under 110 and the trip wasn't too far. 
And it certainly added to her experience!

Once on the bed, we made quick work of our clothes and I again was 
holding Kerry and kissing her. But this time I was able to let my hands 
roam over her naked body. And it was a very nice body. Her breasts were 
average sized, topped by beautiful pink nipples. As promised, I spent a 
long time sucking, tonguing and fingering those while Kerry held my 
head with both hands and wriggled with pleasure.

I let one hand slip down between her legs, which again parted very 
accommodatingly for me. Her pubic hair was soft and straight, almost 
wispy. She cried out as I slid a finger between her wet labia and then 
touched her stiff little clit. Moving my mouth off her breasts, I began 
to work it down lower, across her belly and toward points south. She 
grasped half-heartedly at my head and shoulders as I slid down, but 
didn't protest. In fact, she opened her thighs wide to allow me the 
access I sought.

As I kissed Kerry's thighs, working my way up to where they joined, she 
let out little gasps. Parting her legs wide with both hands, I put my 
mouth on her cunt. She shuddered and cried out as my tongue pressed 
inside her. Her taste was musky and exciting.

Almost immediately, Kerry started coming. I had one finger inside her 
and my tongue was alternately joining it and flicking her clit. Her 
hips bucked and it was all I could do to hang on as she came.

After a minute or so, Kerry calmed some, but I was incredibly aroused. 
Lifting my head from her crotch, I moved up and taking my erection in 
one hand, I brought the head of my stiff cock to her pussy. Kerry cried 
out again as I pushed it deep into her.

I had no way of knowing whether she was a virgin at the time. I kind of 
assumed not, but at that moment, I didn't much care. As it turned out, 
she wasn't, but her experience had been limited to one time with a 
boyfriend and that had been pretty disappointing. At least for Kerry.

Though not a virgin, she was about as tight as any woman I had ever 
fucked. If it hadn't been for her excitement and my oral attentions, I 
suspect my cock would have really hurt her. And I'm average sized, if 
that. I guess it didn't help that I was fucking her hard and fast. 
Actually, I guess it did help, because as quickly as I began to come, 
Kerry was having another orgasm.

I thrust hard and deep into her and cried out myself as my thick hot 
cum sprayed into her. Kerry clutched at my shoulders, her nails raking 
my skin as she literally yelled. My semen spurted out in gushes, over 
and over, filling her womb. Kerry gasped, stiffened and then collapsed. 
I was only a few seconds behind, shooting my last and then falling 
spent across her.

I have no idea how long we lay together like that. Eventually, I roused 
and against Kerry's protests, pulled my now flaccid cock out of her. We 
kissed and held each other, then we spent some time talking about how 
each of us had wanted this all along. Then we made love. And that was 
just the beginning. 


Part II 

I didn't see Kerry the next day, and that made me a bit anxious. After 
spending hours blissed out from our love making, the following morning 
brought real life concerns, like what if she got pregnant, what if 
anyone found out I had screwed a 15 year old girl, what would she want 
or think or do next? The last was the least tangible and gave me the 
least worry.

I got through the day, and I admit that it wasn't all fear and 
apprehension. I also had some very sexy thoughts and memories from the 
day before. Those were in my mind as I drifted off to sleep that night.

It was sometime after midnight that I startled awake, hearing a noise. 
I was in that panic mode, not sure what to do next, when I felt Kerry 
slip into my bed. I relaxed and embraced her. She clutched me tight.

"I missed you so much last night and today." she breathed in my ear, 
her naked body wrapped around mine.

"I hope you don't mind me coming by this way, but I didn't think we 
should be seen together so much, and I just had to be with you, and 
hold you and make love with you."

Her voice trailed off as we kissed and fondled each other. With one 
hand, Kerry grasped my stiff cock and then straddled me. She moaned as 
she brought the head of it to her pussy and we moved together as I 
entered her. Her hands moved over my chest and shoulders as she slid up 
and down along my erect shaft. In just moments, her breath was coming 
in gasps and I was feeling myself getting closer and closer to coming.

We moved back and forth together, surprisingly well for never having 
used this position before. I grasped Kerry's hips as our movements got 
more and more frantic. Her gasps were turning to moans and my cock was 
ready to explode.

Kerry's hips trembled as she came, losing the rhythm. That was alright, 
because I came too, thrusting and spurting inside her. As I finished, 
she fell across me and we lay together without words for some time.

We revived some as my cock shrunk and slipped out of Kerry. She sighed 
and then rolled over to lie beside me. We held each other and kissed 
gently. "That was really great." Kerry murmured.

I took that as a compliment and thanked her and told her it had been 
tremendous for me too. "I can tell" she replied with a laugh in her 
voice "You filled me right up with your cum."

I took that opening to ask about one of my biggest worries- pregnancy. 
"Don't worry" Kerry said. "I've been on the pill for about a year now. 
To control my periods."

That was a real relief. "So how soon before your cock gets hard and you 
can fuck me again?" Kerry asked as she snuggled up close and put a hand 
on my crotch.

"That depends." I said, "Where did you learn to talk like that, 
anyway?"

"Oh, sometimes I watch the porn films my Dad has stashed in his closet. 
You can learn a lot that way."

"I bet you can," I replied. "You like watching those?"

"Uh huh. But I can only watch them for a little while before I have to 
go back to my room and, uh, touch myself."

"Oh really?" I asked, my curiosity aroused. "What turns you on the most 
in porn films? "

"I don't know, I mean watching all that stuff gets me horny, but you 
know what I think about in my room?"

"What?" I asked, now with more than my curiosity getting aroused. Kerry 
lay back and in the dim light I could see she had a hand between her 
legs.

"I think about being in one of those movies. About what it would be 
like to know that thousands of guys are getting hard ons looking at me. 
I think about maybe having a dozen of them right there in front of me, 
watching me, stroking their cocks, wanting to fuck me."

"And do you let them?"

"Oh no! They can't touch me unless I say so, even though they all want 
to. I won't even let them come. They have to stroke those big hard 
cocks as long as they can for me, until I come first."

"And then what?"

"Nothing! I don't care what they do with themselves. I'm done with 
them. They just go away." There was a pause. I had no idea what to say 
to that. Kerry still lay there, her hand working between her thighs, 
her breath getting deeper.

"Are you getting hard for me?" She crooned.

I was. I put a hand on my cock and began to stroke it.

"Am I turning you on?" Kerry continued. "Is your cock nice and big for 
me?"

I told her it was.

"Do you want to put it in me? You want to fuck me with that nice hard 
cock?" "Yes!" I groaned, wanting her more than ever but sure that she 
wouldn't let me.

To my surprise, Kerry reached toward me and said, "Then come fuck me!"

I moved between her legs and pushed my throbbing cock inside her. She 
was wet from our earlier sex and from her masturbation. I pushed in all 
the way with one thrust and Kerry moaned loudly. I worried for a second 
that I was being too rough for her tight little cunt, but she cried out 
"Fuck me! Fuck me good!"

If "good" meant hard and fast, well that's what I did. Kerry clutched 
at me her nails raking my back, her legs wrapping around me. I plunged 
in and out, grunting and panting while her cries turned to a long, loud 
wail. Grabbing my shoulders tight, she came with a screech. I thrust 
and pounded almost immediately to my own orgasm.

I'm not sure how long I lay on top of her. We were both completely 
drained. I do remember rolling over at one point and Kerry snuggling 
close to me and whispering "Frank". That was the first time she had 
ever used my first name. I drifted off.

I woke about an hour and a half later. Kerry wasn't in the bed. I 
figured she had slipped out and gone home and I again drifted off. I 
woke suddenly, what I thought was much later, as Kerry slid back into 
the bed.

"I thought you left," I told her.

"No silly, I just went to the bathroom. All that cum of yours was 
leaking out of me."

I realized I must have been wiped out and sleepy from the great sex. 
After all, it had been a long time without, and here I was having my 
second wild encounter in as many days.

I started to drift off again when Kerry asked, "Who's Kelly?"

That startled me. Kelly was my ex wife. I said so, then asked Kerry why 
she asked.

"Oh, it's just that you were talking in your sleep and you said her 
name. At first I thought you said 'Kerry' but then you said it again. 
It definitely was Kelly."

I apologized, but Kerry shushed me, telling me it was ok, that she 
wasn't upset. Then she went on "What was she like?"

I wasn't all too inclined to discuss Kelly, especially not with Kerry 
and certainly not when I was so wiped out. But Kerry kept asking 
questions and I gave her answers, usually brief ones. This went on for 
a while, then I drifted off again with Kerry in my arms.

I woke as Kerry shook my shoulder. There was the barest beginning of 
light in the Eastern sky. "Frank, I've got to get going now."

I held her tight but agreed that she had to leave before there was any 
chance she'd be seen.

"You don't mind me calling you Frank, do you?" she asked sweetly.

I told her that it was fine and that it made more sense than to have 
her call me Mr. Abair, in bed.

"But you know, " she went on "When I see you in public you'll be Mr. 
Abair," I agreed, glad that she seemed to understand the need for 
secrecy. That was another worry soothed.

Kerry slid out of bed, dressed quickly, then bent over to kiss me 
goodbye. "Can I come again tomorrow night?" she asked.

I told her I was counting on it.

I slept late that morning, allowing myself the luxury and thinking that 
I wanted to have more energy for Kerry that night. All day long, I 
thought about her and had all I could do several times not to jerk off. 
I wanted to save it all for her.

True to her word, Kerry came by again about midnight. This time I was 
awake, in bed and waiting for her. I heard her come in the back door 
and a moment later, she peeked through the doorway to my bedroom, an 
impish grin on her face. I started to get up, but she told me to wait 
right there.

Kerry approached the bed and then stopped. Looking me in the eyes, she 
began to strip. She wriggled out of her t shirt and her cute breasts 
pointed at me, nipples already stiffening. She pulled off her jeans, 
then wearing just her panties, she turned and closed the bedroom 
windows. The night was warm but before I could question her, she said 
"If I make as much noise as last night, your neighbors are going to 
start wondering."

It made sense, and anyway I was totally distracted as Kerry pulled off 
her panties and stood naked in front of me. She put a hand on her pussy 
and began to play with herself as she asked me if I wanted to fuck her.

It was a brief reprise of the night before, but this time the light was 
on and I could see her fingers play with her clit and push in and out 
of herself oh so slightly. I was erect in an instant, and knowing what 
she wanted, I pulled the covers off and knelt on the bed. I held my 
hard cock with one hand and stroked it as I watched her.

Kerry's expression was completely lustful as we watched each other 
masturbate from a few feet away. Finally, she said "I need you to fuck 
me!" in a thick voice. She got on the bed and turned away from me, on 
all fours. Her hot little snatch pointed at me and she continued to 
finger herself.

One of the hottest sights I know is a woman in that position, wanting 
to have a cock inside her. I was incredibly aroused as I put my hands 
on either side of Kerry's cute ass and pushed my rod inside her. I'm 
sure I was harder than I had ever been with her and she went "Oooohh!" 
as I entered.

I held her hips and pushed in and out. The sight of my cock sliding in 
and out of her was just amazing. And as predicted, Kerry got loud. 
Really loud. Even with the windows shut, I'm not sure the neighbors 
didn't hear some of her "Oh Frank fuck me" or her even louder and 
unnecessary announcement that she was coming.

I guess I didn't hold back much either, and I may not have equaled her 
volume, I wasn't shy about telling her how much I was loving putting my 
cock in her.

When we were both finished, probably just a matter of minutes after we 
started, the sweat was dripping off our bodies. We had generated a lot 
of heat and the room was stifling with the windows shut.

I lay back on the bed but Kerry bounced up and opened both windows. A 
cool breeze swept into the room as she opened the second one and she 
stood there letting it cool her.

"Hey!" I said, "you want to let the whole neighborhood get a look at 
you?"

"Maybe," Kerry replied, a teasing note in her voice. She turned away 
from the window and said "Let's take a shower. I don't want to get your 
bed all sweaty."

That was fine with me. We strolled naked to the bathroom and I got the 
water running right. Kerry stepped in and I followed. She luxuriated in 
the spray as I stood behind her. I was getting a strong sense of deja 
vu when Kerry took a bar of soap and handed it to me without turning 
around.

"Soap my back? Please?"

I did, and as I did, I realized that this was almost exactly what Kelly 
did when we were together. Toward the end of our relationship, this was 
as close as I got to her without her clothes on. In the early days 
though, it often led to something more fun.

The coincidence was almost too incredible, especially considering 
Kerry's resemblance to Kelly. In fact, from behind like this, it would 
be really hard to tell them apart, except that Kerry's ass was 
definitely firmer. Even more incredible was the fact that I was getting 
powerfully aroused. It had been just minutes since I had come like a 
stallion and here my cock was definitely getting hard again. Very hard.

Kerry turned around just then and the tip of my erection grazed her 
belly. "Oh my!" she exclaimed as she looked down.

With that, she went down on her knees and taking my now hugely hard 
cock with one hand, she brought it to her mouth. Water streamed down 
her hair and back as she sucked and licked my erection. She stroked it 
as she did this, her small hand sliding up and down the shaft.

Kerry took her mouth off and looked up into my eyes. Continuing to 
stroke, she asked, "Are you going to come for me? I want you to come. 
Come for me baby. Come on."

She kept that up, pausing every so often to take my cock in her mouth 
again. The whole thing was overwhelming, her hand, her mouth, the way 
she kept crooning at me, pleading for me to come. Not to mention that I 
was having this strong remembrance of Kelly doing almost the same 
thing. Not that Kelly would ever use a word like cock or ask me to come 
for her.

I felt my orgasm building and Kerry must've felt it too. "That's it 
baby, come for me. Shoot that cum all over me."

And I did. Kerry gave up trying to keep me in her mouth as I came, she 
just stroked. I couldn't have come as much as earlier, but it was still 
pretty impressive. Thick white streamers landed on Kerry's face and in 
her hair. Then in the spray of the shower, they were gone.

Sometimes, after I come, I have some strange, mixed emotions. Not 
always, but sometimes. This was one such time. As I helped Kerry up and 
we both finished washing, I had a disquieting floaty sort of feeling. I 
felt some guilt that part of my mind was having sex with Kelly while 
Kerry sucked me off, but it was more than that.

I managed to pretty much put that aside by the time we left the shower. 
Kerry climbed into my bed, naked except for a towel wrapped around her 
wet hair. We embraced and kissed. "Did you like that?" Kerry asked.

"Of course!" I told her. "That was fantastic."

"I thought you would," Kerry said with a smile.

I couldn't keep from asking, "Was that the first time you ever gave 
head?"

Kerry seemed almost startled, then answered, "Well yes. I mean, I've 
seen it a lot in those porno films, but I never did it. Why, didn't I 
do it right?"

Her eyes were wide, apparently with concern that she hadn't been good 
enough. I told her the truth, that she did a great job, that she 
must've learned well from the movies.

"Well," she finally admitted, "I did practice. With bananas and a 
cucumber once. It was something we all did in camp a couple years ago. 
I guess I liked it, so I practiced some more after I got home."

"I have to say it paid off." I told her. "But if you need any more 
practice from now on, just see me!"

We laughed and Kerry said "That's good. For a while there my Mom 
couldn't understand why she could never keep bananas in the house!"

We snuggled closer and Kerry told me that she thought I was pretty 
skilled orally too. She talked about the first time we made it, about 
how she came when I went down on her, how she had spent half the next 
day in her bedroom, touching herself and remembering.

At that point, Kerry had herself worked so much that she had her hand 
between her legs. I gently pulled it away, opened her legs wider and 
replaced it with my mouth. Between my tongue, lips and fingers, I had 
her writhing in no time. She began to cry out, then buried her face in 
a pillow. Even so, anyone nearby would have to have heard her as she 
came.

I moved up and lay beside Kerry, holding her gently. As I turned and 
reached to turn out the light, she made me stop. "I really should go." 
she said.

I protested, but she insisted, explaining that the night before she had 
barely gotten back before her Mother woke up. "Besides," she added "I 
need to get some good rest before I come over tomorrow."

How could I disagree? She got out of bed, dressed, kissed me goodnight 
and left. I put out the light and soon fell into a deep sleep.

I woke near dawn, rolled over a few times, then fell back asleep. This 
time the sleep was lighter and full of dreams. Kerry, Kelly, sex and 
arguments. It was all mixed up and none too pleasant. I ended up with 
eight hours sleep, but it felt more like five.

I walked to the store that day, and inside, I came around an aisle and 
there was Kerry. She was talking with another girl, Alice who lived a 
few houses up the street from me. Alice was younger than Kerry, no more 
than fourteen. Her face had an almost sphinx-like quality. She wasn't 
pretty or plain, but someday would certainly be one or the other. She 
was somewhat taller than Kerry, with a slim athletic body. I knew from 
the papers that she was a budding star in high school track and soccer.

Both girls said hi, Kerry doing a great job of pretending to hardly 
know me, and went back to their conversation. I made my purchases and 
left.

That night I waited up as before. Around the usual time, I heard the 
back door open and shut. I waited several minutes, but there was no 
sign of Kerry. I was quite sure I had heard the door, so starting to 
worry, I grabbed a robe and headed down stairs.

I reached the bottom of the stairs when Kerry jumped out from the side 
and said "Boo!"

I admit, I jumped. I was startled and for a moment, pissed off at her 
for pulling such a prank. I was ready to say so, but she took a look at 
my face in the dim light of the hallway and said "Oh Frank, I'm sorry. 
I know that was silly."

Wrapping herself around me she went on "but there was a reason." 
Kissing me, she continued "I wanted to do something down here."

I had my arms around Kerry and was kissing back. She led me halfway up 
the stairs, then stopped. Holding me tight and kissing me some more, 
she said "I want to do it right here."

She wriggled out of her shorts and panties. Keeping her t shirt on, she 
sat in the middle of the stairway. I sat with her, losing my robe as I 
did. Kerry kissed me as we sat there, one hand reaching down to stroke 
my now hard cock.

"I want you to take me right here" she repeated and her legs spread 
wide as if for emphasis.

I moved down a step to kneel between her open thighs and brought my 
cock to her pussy.

"Oh yeah! Fuck me right here!"

I didn't need any further encouragement. Kerry lay back on the stairs, 
I held her legs apart and did it to her. In minutes she was coming, and 
I fucked her harder as she got off.

But I wasn't finished. I pulled my cock out of her and had her turn 
around on the stairs. Her ass presented to me, I entered her from 
behind. I kept her legs apart with my knees and gripped her slim waist 
as I pumped my cock in and out. Kerry moaned and sighed, but I don't 
think she came again. I sure did though. As I did, I almost fell 
backwards down the stairs!

Later, in bed, Kerry apologized again. "I didn't mean to startle you so 
much, but I had to have you there on the stairs. It's been a fantasy 
for me since I met you."

It had been one of my fantasies too, though not with Kerry. It was 
something Kelly and I had talked about way back when, but had never 
ended up doing. I couldn't tell Kerry that, so I just said "Me too."

Then, for the first time since our relationship had turned sexual, we 
just talked for a while. Not about sex or Kelly but about my flowers, 
Kerry's favorite clothes, the neighbors and such.

Kerry filled me in on neighborhood gossip that I probably would never 
hear anywhere else. After she gave me several candid and generally 
unflattering assessments of local folks, I couldn't help asking her 
what people said about me.

"Not a lot, really. I mean, they know you're divorced, but they blame 
your wife. I hate to say it, but mostly people think she was a real 
bitch."

I told her that was ok. At times, Kelly could be a real bitch. Then I 
asked Kerry what she had thought before she met me.

"That you looked kind of lonely, lost, maybe sad sometimes."

Then she grinned at me "But really cute and sexy. I thought about you a 
lot, and then that day you stopped and talked to me? I almost died!"

I asked her if she had thought we would ever get this close to each 
other. Kerry paused, then said, "Not really I guess. But I figured that 
at least we could get to be friends. It's not like there are a lot of 
people I can really talk to in this town."

That's when I reminded her about her conversation with Alice in the 
store. Kerry had been snuggled close to me. Her body stiffened and she 
half sat up. Looking down at me she said, "Puhleeze! Alice? She is like 
such a loser! You know what they say about her? They say she's a lez. 
Not even a lez-bein, a lez wanna-bein. The other girls on her teams say 
she's always looking at them in the shower and stuff and that she's 
always trying to get them to do stuff with her."

"What kind of stuff?" I asked out of curiosity, but mostly I was amazed 
at Kerry. For the first time, I had heard her sound like a typical 
fifteen year old. She must've realized that herself, because she 
relaxed beside me and as she answered, the strident teen tone in her 
voice mellowed.

"Oh, not like sexual stuff, just to go out to parties or hang out. You 
know, just socializing. I don't really know if she's queer, but she 
sure is desperate. It wouldn't surprise me if she'd do just about 
anything to have a friend."

Kerry was quiet beside me for a bit, then she raised her head, and with 
a strange gleam in her eye said "Wanna find out?"

I asked what she meant, fairly sure but needing to hear her say it.

"I mean, do you wanna find out what Alice will do to have a friend? 
Look, I can invite her over for a sleep over at my house. She'll jump 
at that. Then we'll see. You can watch. My bedroom is on the first 
floor at the back of the house. You come by around 11:00 and I'll make 
sure you get a good view from the window."

Kerry's suggestion raised all sorts of feelings for me. It seemed 
awfully risky, even frightening, but then, so was sleeping with an 
underage girl. A part of me recoiled at the idea of using Alice that 
way, but another part was strongly titillated. At that moment, caution 
still prevailed.

"What about your parents?"

Kerry gave a derisive snort. "My parents? Hell, Dad will be passed out 
before the evening news and Mom, she takes these pills every night. I 
tried one once, just to see. I ended up staring at the wall for a 
couple hours. I felt like I could get up and do stuff if I wanted, but 
I just didn't want to. Must be what she needs to put up with Dad."

Kerry's parents had never entered our discussions before except in the 
most tangential way, i.e. she had them. I hadn't realized that things 
were that bad for her. I reached over and pulled her to me, holding her 
tight.

"That's why my room is downstairs in back. I had to get as far away 
from them as I could. They used to argue something fierce. This way I 
don't hear them, but these days they don't argue as much. They're dead 
to the world pretty early."

"So what if Alice decides not to come over?"

"Oh, she'll be there. It was all I could do to pry her off me in the 
store today. Believe me, if I ask her over, she'll be there. And if 
she's not,"

Kerry reached a hand between my legs "If she's not, then I'll just come 
back here with you. Would that be so bad?"

I laughed and told her it would be just fine.

"Meanwhile," Kerry murmured "Lets make sure you don't forget about me 
just cause we're not together for a night."

She stroked my rising cock, then let go. She pushed the covers aside 
and, spreading her legs, began to play with herself.

"What would you like to do with me?"

I had my cock in my own hand, and I made sure Kerry could see me 
stroking it, how turned on I was by her. Then I told her I had an idea.

"How about letting me videotape you just like that?"

Kerry stopped instantly and said "No!"

I was surprised, partly at the suddenness and vehemence of her reaction 
and partly just because I had gotten used to her willingness to do 
pretty much anything with me. On the other hand, I realized that this 
was really the first time I had ever suggested anything. Kerry had 
always run the show.

There was a pause that seemed extremely long but probably was only a 
couple seconds. Then Kerry rolled over and embraced me.

"I'm sorry. I didn't mean to snap at you, it's just, well I don't know 
if a video is a real good idea. It could cause a lot of trouble if 
anyone else saw it."

I started to explain that I would never show it to anyone else, but I 
could sense that Kerry had her mind made up. My voice trailed off 
before I finished.

There was another pause, then Kerry looked me in the eyes, a worried 
look on her face.

"Are you mad at me?"

I told her that of course I wasn't, and I held her and kissed her as I 
ended up apologizing and telling her I would never want her to do 
anything that was uncomfortable for her. Kerry buried her face in my 
shoulder as I petted her hair and tried to soothe her. I could feel the 
warm trickle of a tear on my bare shoulder.

I held her and rocked her and promised that I would never hurt her. 
Then I told her I loved her.

Kerry lifted her head away from me and looking at me with teary eyes 
said "Really?"

I told her "really" and then started to kiss her damp cheeks and eyes, 
her chin and neck, then feeling her respond, further and further down 
her firm body. She came while I licked her soft pussy, and then we both 
came as I slid up and entered her, thrusting quickly to a powerful 
orgasm.

An hour or so later, Kerry got ready to leave. As she bent over the bed 
to kiss me goodbye, she asked, "Did you mean what you said?"

I told her I did.

"Then maybe we can do a video sometime. Let me think about it, ok?"

I told her that of course that was ok, then she kissed me and left. 

I fell asleep soon after that and my dreams were a real confusion of 
feelings and images. I dreamt about being in bed with Kelly and then 
she was Kerry. In the dream, I was scared by the change, but Kerry told 
me "Don't worry. I'm better than Kelly. I know what you really want."

I woke some hours later, still in the dark of night. I thought I heard 
the backdoor, and half-expected Kerry to come into the room. But she 
didn't, and I didn't hear anymore noise, so I drifted off again. As I 
did, I realized that the way Kerry and I had last made love was almost 
just the way Kelly and I had done it most often. I mused on that some, 
then slept. 

As you can well imagine, I spent much of the following day thinking 
about what might happen that night. At times I had myself convinced 
that I should just stay home and not risk prowling backyards at night. 
After all, probably the most that I would see would be a couple girls 
talking to each other. Nothing special would happen.

Then I would get started wondering about what might happen. I knew that 
my imagination for possibilities way exceeded any real likelihood, but 
just the possibilities were enough to keep me tantalized.

On my usual walk to the store, I paid closer than usual attention to 
the layout of houses near mine. There were two houses between mine and 
Kerry's. An elderly lady lived immediately next door to me, and I 
expected that she would be long in bed by the appointed time. Even if 
she weren't, I knew that her vision was poor and she wasn't going to 
notice anyone slipping past the back of her house in the dark.

The people in the next house were younger, but from the gossip Kerry 
had given me, I understood that they were very straight, born again, 
early to bed type folks. Besides, they had a tall fence behind their 
house and couldn't see back there at night if they tried. They did have 
windows that faced the side of Kerry's house, but none of them looked 
on Kerry's room.

The house just past Kerry's worried me most, not because they had any 
view, but because of their dog. However, Kerry had mentioned this 
several nights earlier when she was talking about slipping out her 
window to come see me.

"Buddy's a nice dog." she had told me. "He knows me cause I take care 
of him when his folks are away. Anyhow, he's in a big fenced yard, so 
the most he ever does is bark a couple times then shuts up."

So there was no way I could beg off based on the lay of the land. 
Besides, Kerry had been following the same route back and forth for 
several nights now. It seemed pretty safe.

I had nothing to do but wait. I tried to get stuff done around the 
house, but I was too distracted to be very effective. I had a late 
supper, then managed to get myself interested in a ball game on TV. As 
the game ended, I realized that it was 10:30. Time to get ready.

I had wondered about what to wear, even contemplating gloves and a dark 
cap, but then I figured it wouldn't do to be dressed OJ style if I did 
end up getting caught. I settled on a dark t shirt and shorts. The 
night was warm. I tried to come up with a plausible story in case I was 
discovered, but couldn't. I figured I'd just have to brazen it out in 
that situation. Besides, police coverage was almost nonexistent in our 
town. It still seemed pretty safe.

I was nervous as I slipped out the backdoor a few minutes before 11:00. 
I crossed through the first yard, then the second. I could see the 
light coming from Kerry's window.

I slowed down and kept low as I approached the back of the house. The 
dog next door barked and I nearly jumped out of my skin. I froze, and 
he let out a couple more barks, then stopped. Slower still, I moved 
again and in a moment was at Kerry's window.

The window was screened and open. There were some gauzy curtains that 
didn't block my view so much as just softening it. And those were 
mostly pulled aside. Looking in, I saw that Kerry's bed was close to 
the window. She and Alice were sitting on it cross-legged, facing each 
other and talking. Both were wearing just t shirts and panties.

Kerry glanced quickly at the window a couple times. I didn't think she 
could see me out there, but she knew what time it was and she must've 
heard the dog bark. She knew I was there.

I could hear most, but not all of their conversation. Alice was 
animated, clearly happy to be there. They were talking about school and 
teachers, pretty mundane stuff. Alice finished saying something about a 
math teacher and Kerry agreed with her. Then, casually, Kerry mentioned 
how hot it was and proceeded to take off her t shirt.

She pulled it over her head and shook out her short hair. She sat there 
topless, her pert breasts exposed. to my view and Alice's. As for her 
part, Alice looked slightly disconcerted, then shrugged and said 
"You're right." She went ahead and took off her t shirt too. 

As the shirt was over Alice's head, Kerry looked directly at the window 
and gave me a wink. I saw it, but my attention was on the other girl.

Alice was somewhat taller than Kerry and her upper body was thinner. 
Her breasts were small, but they had remarkably large aereolae, brown 
and pouty. Her nipples were almost invisible at first, but as the night 
breeze touched her, they grew a bit into slightly lighter colored 
points.

I suppose if that was all there was to the night, I would have felt 
reasonably happy. I was getting more and more excited watching these 
two half naked young girls, knowing that one of them was unaware of me 
and that the other was putting on a show for me. As they talked, I 
found myself looking mostly at Alice. Her young breasts and near nudity 
were exciting, but I also looked at her face more closely. Her 
prominent nose and slightly almond shaped eyes attracted me in a way I 
had never noticed before.

Meanwhile, Kerry was taking full advantage of Alice's neediness. She 
got the conversation onto clothes, and after getting Alice to gush 
about her wardrobe, she began having her go back and forth to the 
closet to fetch and put away various bits of clothing.

Kerry didn't bother to ask nicely, she just told Alice "get me 
that...now put that one away..." She even scolded her a couple times 
for not putting things on hangers just the right way. Alice was always 
apologetic when that happened.

Kerry had Alice crossing the room back and forth, bending and 
stretching. I realized that she was showing me Alice's body. A part of 
me was starting to feel that Kerry was being really mean, but watching 
Alice, another bigger part of me wanted it to continue.

The girl had fantastic long legs, very toned and shapely. Her ass, 
clothed in white cotton panties, looked beautifully tight and smooth. 
Kerry mugged for me and pointed behind Alice's back when she had her 
bent over looking for shoes, but I was entranced by the girl's body. I 
realized that she had all the features of a high fashion model.

  As that part of the "show" ended, I realized that Alice also had 
about as much character as a turnip. Kerry could say the most banal or 
dumb things to her, and Alice would eagerly agree. Then the 
conversation turned to sex.

Kerry asked Alice if she had ever "done it". Alice shook her head shyly 
and quietly said "No." Then she looked up at Kerry and asked her if she 
had ever done it. Kerry flashed a smile and said "Oh yeah. Plenty of 
times."

Alice asked "Do you like it?"

"Uh huh, but you both have to know how to do it right."

There was a pause as Alice pondered that, then Kerry went on.

"Do you want to learn how?"

Another pause. The look on Alice's face seemed to be a combination of 
concern that she was being teased mixed with excitement. The excitement 
won out and she said "Ok."

Kerry smiled and said, "Cool! Wait here a sec."

She got off the bed and went out the bedroom door. Alice sat there, 
nervous but excited, no doubt wondering what Kerry was doing. If so, 
she wasn't alone.

A moment later, Kerry reentered the room, carrying a bowl of fruit. I 
guessed at what she was up to when I noticed several large ripe 
bananas.

"There was this girl at camp last year," Kerry began as she sat back on 
the bed, setting the fruit on the night stand, "and she showed me lots 
of stuff. Like how to do this."

She took a banana and peeled it about two thirds of the way. "Does this 
remind you of anything?" She asked Alice.

"Uh, a guy's penis?" Alice answered somewhat hesitantly.

" A cock.. Call it a cock. No guy is gonna want you to ask if you can 
suck his penis."

Alice blushed but Kerry continued, "This is how you do it."

She brought the banana to her mouth and began to lick it sensuously. 
Then she opened her mouth wide and lowered it over the fruit, as if it 
were a real cock. She spent nearly two minutes demonstrating, and I was 
getting extremely turned on watching. I glanced at Alice, and it looked 
as though she was too. Her eyes were wide and bright, her gaze never 
left Kerry as she breathed deeply through her flared nostrils.

Kerry took her mouth off the banana and looking at Alice with a smoky 
gaze said, "Now you try it."

She reached over and got another banana, peeled it as she had the first 
one and said "Time to learn how to suck cock."

Alice seemed entranced and was clearly ready to do whatever Kerry 
suggested. Kerry got on her knees on the bed and held the banana 
between her slightly spread legs with one hand. It curved upward, very 
much like a real cock, though I must say, definitely bigger than mine.

"Come on," she said to Alice in a breathy voice "suck my cock."

Alice leaned forward on all fours, her beautiful little ass pointing 
upwards. Her face was inches from the banana. She opened her mouth and 
thrust out her pink tongue to lick it. At first she was tentative and 
quite awkward, but in a minute or so, she began to get the hang of it, 
imitating what she had seen Kerry do.

"Now take it in your mouth and suck it," Kerry commanded.

Alice opened wide and lowered her mouth over it. Again, she was awkward 
at first but quickly got the idea.

It was funny, even absurd in a way to watch these two girls play at 
fellatio with the banana, but it was also very stimulating. My own 
fruit was getting overripe as I watched.

Kerry had her free hand on the back of Alice's head as Alice bobbed up 
and down. Kerry crooned to her "That's it. Suck that cock. Oh yeah, 
you're a good little cocksucker, aren't you?"

About that time, the banana broke. Alice stopped and a look of horror 
crossed her face, then both girls dissolved in laughter. The absurdity 
of it all had hit them both, and for perhaps the only time that night, 
they were equals - just two teenage girls having fun.

"Well," Kerry said as she giggled, "Now you have to eat the evidence!" 
Alice was giggling too as she ate the piece of banana she had just been 
sucking so intently.

As Alice finished and wiped her mouth with the back of her hand, Kerry 
composed herself and regained her control. She glanced toward the 
window to let me know she remembered I was there.

"That girl showed me some other stuff too. Stuff guys should do to make 
you feel good. And girls can do it too. Wanna see?"

Alice again had all her attention on Kerry. "Uh huh" she almost 
whispered.

 Kerry leaned back some. "It's really nice when they touch your 
boobies. Not grab at them, but soft, like this."

Kerry ran a finger around one of her nipples. It stiffened visibly as 
she did. Alice watched, fascinated, as Kerry put a forefinger in her 
mouth, then slid it around her nipple. Sitting up again slightly, Kerry 
reached over and gently ran her wet finger over one of Alice's breasts. 
Alice gulped slightly and her nipple also responded visibly.

"See? It feels nice, doesn't it?"

Alice nodded, her eyes now half shut, as Kerry alternately wet her 
fingers and teased Alice's now stiff nipples with them.

"It's even better to have them licked." Kerry said as she leaned way 
forward and put her mouth on one of Alice's breasts. She held Alice 
with both hands as she sucked and licked at her small breasts. Alice 
put her hands on either side of Kerry's head, her own head tipped back 
and she moaned softly as Kerry mouthed her chest.

After a minute or so, Kerry took her mouth away and asked "Do you like 
that?"

"Oh yes. Oh God yes." Alice sighed.

"Do you want to see what else this girl had me do?"

Alice nodded vigorously and swallowed hard. She was clearly very, very 
excited. Kerry leaned back again and said "She told me to take off my 
panties," She slid her underwear off as she said this " and spread my 
legs." Again, she did as she described. She brought her legs up such 
that Alice was now kneeling between them. Alice's gaze almost 
involuntarily went to Kerry's crotch.

"She told me to touch myself," and Kerry's hand went to her pink slit 
as she said this, "and she took off her own panties. Take them off." 

Alice complied, as if hypnotized. She knelt naked on the bed between 
Kerry's open thighs. Kerry reached up and touched Alice's pussy 
lightly. Alice shivered.

"Why Alice, you're all wet! Do you like watching me touch myself?"

Alice could only nod but her desire was palpable. Her nostrils flared, 
her nipples stood out like little statues on those amazing brown 
aureole and sweat beaded across her brow.

"Touch yourself for me."

Alice didn't need more encouragement. She dropped a hand to her crotch. 
Her pubic hair was fine and light colored, hardly concealing anything. 
Her eyes shut for a moment as she circled her clit with two fingers. 
Kerry looked at her intently as she masturbated.

"Look at me Alice."

Alice opened her eyes and focused on Kerry lying there before her, legs 
now spread wide.

"I want you to kiss my pussy."

Alice paused a second, unsure what she had heard or unsure as to what 
she would do.

"Kiss my pussy. Now."

Alice got on all fours, as she had when she had sucked the banana. This 
time she put her face over Kerry's cunt and, pausing only a fraction of 
a second, put her mouth on it.

Kerry held her head again with one hand. The other was between her own 
legs. She coached Alice as to how to use her tongue and lips, pausing 
sometimes to have Alice suck the juices off her fingers.

Alice was a quick learner. After five minutes or so, she was licking 
and sucking and fingering like a pro, if there is such a thing as a 
professional pussy eater. Kerry took Alice's head with both hands and I 
could tell from the now familiar noises she made that she was about to 
come.

Kerry's hips convulsed and she practically mashed Alice's face into her 
crotch as she cried out and came. Then she lay back, limp and 
motionless for almost a minute. Alice slowly stopped licking and 
sucking her.

Kerry revived and looked down at Alice who lay prone between her legs. 
"Mmm. You eat pussy even better than you suck cock."

Alice seemed to bask in the praise. She half rose, her breasts still 
topped by achingly stiff nipples.

Kerry asked, "Did you come yet?"

Alice shook her head no. I think both Alice and I expected that Kerry 
would now return the favor.

"Well let me watch you get yourself off!"

Alice gave Kerry a desperate look, then gave up. Kneeling on the bed, 
she reached between her legs and began to finger herself. Her eyes 
closed tightly and it took less than a minute for her to masturbate to 
an orgasm. She shuddered as she came and started to lean forward.

"Alright, there. You're all set. Let me get your bed."

Kerry got up and pulled a spare mattress out from under her bed. She 
pulled it across the room and threw a pillow on it.

"There you go. Goodnight."

Alice looked heartbroken for an instant, but covered up well. She took 
the clothes she had stripped off on Kerry's bed and went to her little 
mattress in the corner. Kerry got back on her own bed and pulled the 
covers over her. She turned and gave a wink toward the window, then 
turned back and shut out the light.

I waited a few minutes, not quite believing what I had seen and not 
really sure it was over. Then I slid back through the darkness to my 
house. At home, in my bed, I recalled what I had watched and I jerked 
off. 

As I fell asleep, I continued to think about the sexy images I 
remembered, but I was also haunted some by a feeling that this was not 
right. But I reasoned my way through all those doubts and by doing so, 
left myself open for what was to come. 


Part III

I was getting some work done indoors the next day when I heard a tap at 
my back door. There was Kerry. I was surprised. She hadn't made a 
daytime visit for a while. I let her in and she embraced me.

"Come on." was all she said as she led the way to my bedroom.

Kerry jumped onto the bed, all smiles and excitement. "Did you watch 
last night? I heard Buddy bark, so I figured that was you. Did you 
see?"

I climbed onto the bed beside her and told her that I had gotten there 
just before she and Alice started to take off their clothes.

"Great! Then you saw it all! I think she'd do anything I tell her to. 
She got really turned on by watching me. Did you see how hot she was 
for me? But I don't think she's really gay, just, I don't know what."

Needy was the word that came to my mind, but I kept it to myself. Kerry 
bubbled on about all she had gotten Alice to do and how much Alice got 
off doing it. I half listened as she talked, my attention at least 
somewhat distracted by my own thoughts and even more by the way Kerry 
was peeling off her clothes as she spoke.

My attention was jarred when I heard one of those potentially deadly 
questions.

"Do you think Alice is as pretty as me?"

I told the truth when I said "no", but it wasn't the whole truth. Kerry 
was prettier, but she probably would never get any prettier than she 
already was. Alice had the potential to become beautiful. I wasn't 
about to get into that one with Kerry.

"Did you get turned on watching her lick my pussy? Did your cock get 
hard?"

I admitted that it had.

"Did you take it out and play with it?"

I again had to admit I had.

"Mmmm, I thought so." Kerry was lying back on the bed, she opened her 
legs and put a hand on her pussy. She began to play with herself.

" You know what I was thinking about when Alice was licking me? I was 
thinking about you right there outside the window, stroking your big 
hard cock. I was wishing I could see you doing it."

My cock was reaching something close to the description Kerry had just 
given. Kerry was alternately fingering her clit and then sliding a 
finger in between her labia, into her cunt. Her expression had changed 
from eager excitement to plain lust.

"Let me see you do it now."

I reached to pull off my shirt, but Kerry stopped me, saying "No. Keep 
that on. Just drop your shorts and stand by the bed."

I got off the bed and my shorts hit the floor. My hard cock stood out 
through the fly of my boxer shorts.

"That's right. Now stroke it. Show me how much you like to watch me."

I did as I was told. Kerry kept a glazed look in my direction as she 
picked up the pace of her masturbation.

"Yeah! Stroke that big hard cock for me. Is that what you did while I 
had that little whore Alice eat my cunt?"

I was getting closer and closer to a climax, but moaned my assent.

"Did you come for me out there? Did you shoot your cum all over while 
you watched me?"

I actually hadn't but I knew that would be the wrong answer, so I just 
nodded and said yes.

"Come for me now. I want you to come for me."

Kerry was almost breathless herself, she was so close to coming. A few 
more strokes, and I was there for her. The semen welled up inside me 
and I moaned again as I stroked myself to an orgasm, my cum spraying 
onto the bed. Kerry was only seconds behind me. Her body shook as she 
came. 

Kerry opened her eyes and glanced down at the bed. Smiling, she said 
"You're going to have to do some laundry now." She pulled the bedspread 
aside and patted the bed beside her, signaling me to join her. I got on 
the bed beside her and she snuggled into my arms.

"Did you get off like that watching me last night?"

I lied and told her I had. Actually, I had been a bit too worried about 
being caught outside her window with my dick in my hand to do more than 
stroke it some, but I figured it was a white lie.

"Me too. Alice isn't real good at eating pussy, not like someone else I 
know," Kerry leered at me "but she'll learn."

That seemed to address a question that had been on my mind. Did Kerry 
plan any more fun with Alice? I took on the subject.

"So you want to do that with her again?"

"Oh yeah! It was really sexy. You want to keep watching, don't you?"

I told her I did, though I didn't admit that I had some uneasiness 
about it. Still, it wasn't enough to keep me from wanting to see.

Kerry went on. "I bet I could get her to do stuff with you if you want. 
I'd love to watch that. Would you like to have her suck your cock?"

I was getting a bit more uneasy, so I tried to diffuse things with some 
humor. "Not if she ends up treating it like that banana!"

Kerry laughed and agreed. Turning more serious, she said "But you'd do 
it if I asked you to, wouldn't you? You'd fuck her for me if I wanted 
you to, wouldn't you?"

I told her I would, but I had serious doubts that it would ever come up 
in real life.

 "I want to fuck her first though."

I was caught short by that statement, and was about to suggest that 
Kerry lacked the requisite equipment to do such a thing, but she went 
on.

"I saw it in one of those pornos. This girl, she had a cock she could 
like strap on and she did it to this other girl. It was really hot. I 
wish I had something like that."

I made some lame comment about not finding a dildo at the general 
store. Kerry however, was persistent.

"Ok, then where can you get them? I mean it. I really want one."

I suggested that there might be ads in adult magazines and Kerry got 
excited.

"Great! So go get some of those magazines and we'll order one. Can you 
do it right now?"

I tried to think of a way out, but Kerry had it all set in her mind. 
She got off the bed and pulled her clothes on.

"I'll come back tonight. You get some of those magazines and we'll look 
at them. Thanks!"

She was dressed, leaned over, pecked me with a kiss, and left. I lay 
back for a minute, really not sure what had just happened. Then I 
collected myself, stripped the bedspread and brought it to the washing 
machine. As I loaded it in, I wondered just where to buy rude 
magazines.

It's not like I had never done it before, but it had been some years 
and certainly not since I moved into this small town. The local store 
didn't carry anything of the sort, not even Playboy, but that was just 
as well. I couldn't imagine buying something like that in town.

I headed out in my car and went down the road some thirty miles to the 
nearest larger town. To call it a city would be a gross exaggeration, 
but it was as close to one as was available nearby.

I went into one small store and saw plastic covered magazines in a rack 
near the counter. Unfortunately, the clerk was a teenage girl, probably 
about Kerry's age. I bought a local paper and left.

A few blocks away, I found another store. This time I didn't have much 
of a problem putting two semi-porn magazines on the counter. I imagined 
that the middle-aged clerk had a mildly disgusted look in his eyes as 
he rang them up, but I got a slight kick out of imagining what he would 
think if he knew why I was buying them.

I drove home and put both magazines, unopened, in a drawer in the 
bedside table. Then I finished the laundry, had supper and went 
upstairs. I read in bed, waiting for Kerry and hoping that she would be 
pleased. 

It was earlier than usual, about eleven o'clock when I heard the 
backdoor and knew that Kerry was there. She came right into my bedroom 
and jumped onto the bed. I was naked underneath the covers.

Kerry looked around at the bed and said, "You did wash this, didn't 
you?"

I assured her that the bedspread was clean and she relaxed. "So?" she 
asked.

I opened the drawer and took out the two magazines. Kerry grinned and 
tore the plastic covers off of both.

I had fantasized about looking through these mags with Kerry, talking 
about the pictures, getting worked up over them and having several big 
climaxes with her. When it came down to it, Kerry riffled through the 
glossy pages of naked women and men and just asked "Where are those 
ads?"   I directed her toward the end of the magazine she was scanning 
and in a bit, hit paydirt. There was a full page color ad for various 
"sex aids". That's when Kerry slowed down and paid attention. While she 
studied that page as if it were essential for a final exam, I looked in 
the other mag and found another similar ad. I showed it to Kerry, and 
she placed the two side by side, scanning back and forth, comparing and 
contrasting.

The whole thing reminded me of all the times I have gone with a woman 
while she shops for clothes, or more especially, shoes. It was just too 
bad that I couldn't get to see her "try on" the ones that interested 
her most.

After nearly 40 minutes of comparing virtues and drawbacks of various 
false phalluses as well as perusing the magazines to be sure that there 
were no better values lurking elsewhere, Kerry made her choice. She 
wanted the "realistic 10 inch dildo". I tried to convince her that the 
six or even the eight inch versions were more like the real thing, but 
she had to have it.

In the end, my arguments just led to Kerry's decision that she should 
get both the six and ten inch versions, with deluxe strap. Total cost, 
$ 110. I was ready to begin filling in the attached order form when 
Kerry said "Hey! It says here you can call 24 hours a day and order by 
phone. And for a couple more bucks, they'll give us 24 hour delivery!"

I was tempted to point out that the "couple more bucks" was going to 
push the whole thing up to around $125, but Kerry looked at me and 
said, "C'mon, get your card out. Let's order it now."    My wallet and 
a phone were both on the bedstand, so there was really no hesitating. I 
dialed the number in the ad and in a minute was giving the order to a 
sales rep. As I finished and hung up the phone, I had a fleeting 
thought that the magazines, phone order and general driving around that 
day had just cost me about $150.

I don't know how much of that showed on my face. Probably a lot. I've 
never been very good at concealing my feelings. Kerry leaned over to me 
and gave me a tender kiss.

"Thank you. I'll pay you back, somehow."

With one of her hands reaching under the covers to grasp my cock, I 
could guess how. She lay outside the covers, still dressed. She put her 
mouth on mine and kissed me deeply. My cock began to rise in her hand. 
As we kissed more and more I got harder and harder.

Kerry pulled back and somewhat breathlessly said, "I haven't forgotten 
about the video. I think I want to do it. Maybe for your birthday."

"That's next week," I told her.

"I know," Kerry said as she pulled the covers aside and took my cock in 
her mouth. She stroked it and sucked it, pausing once in a while to say 
"Come for me baby. I want you to come."

It didn't take long. Soon my hips were thrusting and my cock spasming 
as I shot a load of cum down her throat. Kerry paused to swallow deeply 
and get it all down, then for the second time that day, she gave me a 
peck and said goodbye. She took the magazines when she left.

  As I was falling asleep, I wondered how Kerry knew when my birthday 
was. Age and birthdays were something I thought I had consciously 
avoided when we talked. But then, maybe she was just pretending to 
know. It wasn't important.

Kerry was outside her house the next day when I walked to the post 
office. As I passed, she looked up and said "Good morning Mr. Abair!" 
in a cheery voice. I stopped and said good morning back. In a low 
voice, Kerry said, "Alice is coming over tonight. Be there at 11:00." 
We both smiled and I was on my way.

I wondered if Kerry realized that her dildos would not arrive until the 
next day at the earliest. But she didn't come by or have other contact 
with me that day, so I assumed she understood and that tonight was 
possibly just to lay the ground work for what was to come.

I was less apprehensive that night as I slipped out of the house. 
Having done it once before, I felt better prepared. When Buddy barked a 
couple times, signaling my approach, I was ready for it.

This time, the girls were already half undressed. Both wore just their 
panties. I settled in by the window and Kerry gave a glance and smile 
in my direction, knowing from the dog's bark that I must be there.

Alice was going on about something at school, looking quite relaxed and 
also quite sexy. Her lovely brown tipped breasts swayed slightly as she 
talked. Kerry listened patiently, but when Alice finally paused, she 
said "Hey! Look what I've got!"

She reached under her bed and pulled out the magazines. "I snuck these 
out from my Dad. Check them out."   The two girls began looking at the 
pictures. I couldn't really see the magazines from my position at the 
window, but I could hear most of their comments. Kerry, as usual, did 
most of the talking. She pointed out women she thought looked 
especially hot and said so to Alice, who invariably agreed.

The girls were sitting side by side, both with their legs crossed and 
folded under them. The magazines were between them. Kerry flipped a 
page and said "Look Alice! Her boobs look like yours. Except they're 
bigger, and her nipples are hard."

With that, Kerry ran a finger around one of Alice's nipples. Alice 
shivered and I saw in profile that her nipple stiffened. Kerry wet her 
finger and did the same to Alice's other breast.

"There. That's more like it." 

Alice's nipples weren't the only things getting stiff. This time, to 
make Kerry happy, I opened my shorts and pulled out my growing cock. 
Well, maybe it wasn't just to make Kerry happy. I stroked it slowly as 
I continued to watch.

As chance would have it, the next page the Kerry turned to featured a 
couple. I couldn't see, but from the comments, the guy's cock was 
visible in the picture.

"Look at that! Wouldn't you love to get your mouth on a big dick like 
his?"

Alice continued to agree, and her enthusiasm seemed genuine. Kerry 
confirmed that when she reached down and slid a finger across Alice's 
panty clad crotch.   "Well aren't you getting wet girl!"

Alice wriggled, but Kerry only gave her that one brief touch. I think 
both Alice and I were hoping for more.

"Hey! I've got an idea! Wanna take some pictures? I always wanted to 
pose for something like this."

With that, Kerry got up off the bed and went to her dresser. There was 
a Polaroid camera. She picked it up and carried it back to the bed. She 
handed it to Alice and said "C'mon. I want you to take a couple 
pictures of me."

She pulled her panties off and lay back at the top of the bed, her legs 
spread. Alice moved down to the foot of the bed, aimed the camera and 
shot a picture. Kerry got back up as the undeveloped picture slid out 
of the camera. Both girls watched intently as it turned from a grey 
fuzz to a photo.

"Wow! I never saw my pussy like that before. It looks as good as those 
girls in the magazine."

Alice agreed.

"Do another one!" Kerry demanded.

She lay back again and resumed her pose. This time she put a hand on 
the top of her pussy. The flash went off, and again the girls waited to 
see the finished product. Kerry announced her satisfaction, then said 
"All right, your turn."

Alice handed her the camera and took her place at the head of the bed. 
She wriggled out of her panties and opened her legs as Kerry had. I was 
not much over a yard away from her outside the window. Her pussy 
glistened moistly and Kerry shot a picture.

Alice started to sit up to see, but Kerry told her to stay there.

"I want to take a few in a row. Start to touch yourself."

Alice did as she was told. She always seemed to do as she was told. Not 
that she had any great objection to masturbating while Kerry shot 
several more pictures. The developing shots fell to the bed as Kerry 
changed angles and told Alice what to do next.

After about five pictures, Alice was clearly close to coming. Kerry 
told her to go for it and in seconds, Alice was fingering herself 
rapidly, then panting and moaning softly. Kerry took one last picture 
as Alice came.

While Alice lay still with her eyes shut for a moment, Kerry turned and 
grinned in my direction. I was rock hard, and now stroking myself very 
lightly because I didn't want to come immediately.

Alice opened her eyes and half sat up. Kerry slid up to lie beside her, 
pictures in hand.

"Check it out Alice, you look really hot!"

The two girls looked at the pictures for several minutes with Kerry 
assuring Alice that she really did look sexy. Alice seemed to need a 
lot of that.

Kerry put the pictures on her night stand and as she turned back to 
Alice, Alice asked

"What are you going to do with the pictures?"

"Well I'm going to keep them."

"Is it safe?"

"Of course it is! I wouldn't let anyone else see them. Not unless you 
wanted me to. I promise. You trust me, don't you? I mean, if we're 
going to be best friends, we have to trust each other."

"Best friends?" Alice seemed unable to believe this, but it was obvious 
that she wanted to believe it more than anything.

"Yeah. Best friends." Kerry was holding Alice and petting her hair. "I 
just want some pictures of my best friend, something I can look at when 
she's not here," With one hand, she directed one of Alice's hands to 
her crotch "And I can touch myself when I get all wet like this," Alice 
was fingering her. "And I can think about how nice it is when she 
touches me, and when she does other things."

Kerry gently pushed Alice's head down to her crotch. She lay back with 
her legs spread as Alice fingered her and licked her.

"That's it Alice, ooohh yes. You're gonna make me come...uh huh, I'm 
gonna come...I'm gonna come."

Kerry's head tipped back and she began an orgasm that lasted almost a 
minute. I stroked myself furiously and before she had her final tremor, 
I had painted the wall outside her house.

Kerry was up in another minute or so and directing Alice to the little 
mattress in the corner. This time she seemed rather gentle about it and 
I heard her tell Alice that she wanted her to come over again in a 
couple nights.

"Then I'll have a real nice surprise for you."

I took a step or two away from the window and the lights inside went 
out.

I was up fairly early the next day. Though I didn't want to admit it to 
myself, I was eager to see if UPS would deliver anything. A while after 
1:00 a familiar brown truck pulled up outside my house.

Now I do a fair bit of business with UPS, working out of my home as I 
do. The driver was familiar with me, but almost all past deliveries had 
been documents. There was no mistaking the driver's smirk as he handed 
me the "plainly wrapped" package. It seems that these days the only 
things that arrive plainly wrapped are those you would not wish others 
to know about.   I wasn't terribly disconcerted. As I had the day 
before with the salesclerk, I just thought to myself "If you only 
knew."

I took the package in and avoided the temptation to open it. I just had 
to wait ten hours or so for Kerry to come.

As it was, the wait was less than that. It was just after dark and I 
was still up when Kerry came in the back door.

"I saw UPS stop here today, and I just couldn't wait! Did they bring 
it?"

I told her that they had indeed. I took out the package and handed it 
to her. "Let's open it upstairs." she said.

In the bedroom, Kerry was ready to just tear the package open. I 
suggested that we get naked first.

"Sure." she said, with a wicked gleam in her eye.

I knelt naked on the bed as a similarly unclad Kerry sat on the edge 
and opened the package in her lap. She dove impatiently through the 
packing materials and invoice slip to pull out three plastic wrapped 
items. Tossing the box on the floor, she attacked the wrapping and in 
seconds had her bounty before her. Two admittedly realistic looking 
dildos (realistic, discounting size in one case) and a somewhat 
complicated looking strap device.

"Help me put this thing on!"

There were instructions of a sort included, but a quick look showed 
that they were an improbable translation from an Asian language and 
while probably most amusing, also most unhelpful.

Between the two of us, we managed to figure out how the strap worked 
and how to attach a dildo to it. Kerry, of course, chose the big one to 
try on.

As we fiddled and adjusted and learned how the whole contrivance 
worked, I was actually impressed by the quality of the materials. I had 
been very worried that I might have spent over $100 on some cheap crap 
that wouldn't make anyone happy, but I have to admit that everything 
seemed to be of decent manufacture.

As we worked to get Kerry set up, I also enjoyed the amount of physical 
contact with her tight sexy body. I realized that for all the sex that 
had happened in the past couple days, I hadn't been this physically 
intimate with her for a while.

That came to an end for the moment as Kerry was finally all set. She 
stepped away from me and paraded up and down beside the bed, her newly 
acquired cock sticking out huge in front of her.

Kerry stroked it, waved it lewdly at me and announced "I love it!"

I have to admit that it was a perversely sexy sight and my own cock was 
doing its best to rival hers. Not that it ever could, and not that I 
would even want it to.

I know that in pornographic stories, eight, ten even twelve inch cocks 
are common. From movies I've seen, I know there are some in real life. 
But they are freakish things. I suspect that even the six inches 
normally given as "average " size may be a bit exaggerated.

So when Kerry stood in front of me and told me that now she was more of 
a man than I was, I smiled. But I was also powerfully excited by this 
slim girl strutting in front of me with her big fake cock.

"How would you feel if someone tried to use that on you?" I asked.

Kerry looked down and gave a slightly sheepish grin.

"Well, I guess it might be a little much."

"A little?" I exclaimed as I grabbed her and pulled her to me. Kissing 
her, I went on "As tight as you are, that thing would tear you up. You 
wouldn't walk normal for days."

Kerry stiffened slightly in my arms, then relaxed.

"Yeah, I guess you're right." she said in a surprisingly subdued voice. 
Then she perked up. "Help me out of this rig. I wanna check out the 
other cock."

Having helped her get into the thing, it wasn't difficult to undo it. 
Kerry let it fall onto the floor as she picked up the six inch dildo.

"This is still more than what you've got." She said provocatively.

I wasn't going to be drawn in or intimidated. "Maybe, but it'll never 
do everything I can do for you."

Kerry lay back on the bed and spread her legs. She brought the smaller 
dildo to her wet cunt lips and rubbed it there.

"Well why don't we see just what it can do." Sliding the head of it 
into her, Kerry looked me in the eyes and asked "Did you come last 
night when you watched?"

I told her I had, about the same time she did. I was kneeling between 
her legs as she slid the dildo in and out, a bit deeper with each 
stroke. My hand was on my hard cock.

"Good. I even thought I heard you. I checked the wall this morning, but 
I didn't see your cum. It must've dried up."

I watched her, fascinated as she fucked herself with the dildo. About 
all I could do was say "Uh huh."

"So let's see who can come first now. You or me. I'll bet I can get off 
with this thing before you can."

"I bet not."

I meant it, close as I already was. As it turned out, it was pretty 
much a tie. Not that that was a problem for either of us. I shot 
several strong spurts of semen across Kerry's belly as she got off, 
using both her hands to ram the dildo in and out. Still, after we each 
had a couple minutes to recover, Kerry looked at me and said "I won."

 I told her we both won, and she didn't disagree. Getting off the bed 
and taking the dildos and straps, Kerry dressed and explained that she 
had to get back. She had slipped out early to see me and was worried 
that her parents might miss her. Much as I wanted her to stay, I 
couldn't challenge that.

   "Alice is coming over tomorrow night. Oh, by the way, here. I want 
you to hold on to these for me."

Kerry reached into her bag and tossed the pictures from the night 
before onto my bed. There were half a dozen shots of Alice touching 
herself.

"Are you sure?"   "Yeah. I trust you. Just put them somewhere safe. 
When you're done with them, that is."

Kerry leered at me, then stepped over to give me a kiss. As she pulled 
back, she said "Tomorrow night."

After Kerry left, I looked more closely at the pictures. They were 
about as sexy as any Polaroid can be, what with Alice playing with 
herself, spreading her pussy lips for the camera and in that last shot, 
eyes shut, toes clenched, outright coming. Then I realized. The first 
two pictures were missing. The ones of Kerry.

The next day and evening, I felt a little less apprehensive than I had 
the last two times I had gone to watch Kerry and Alice. However, as the 
evening wore on, I thought more about what Kerry had planned, and my 
excitement grew, tinged as well with some fear that this was a lot 
bigger step than the last times.

I couldn't contain myself and ended up leaving my house more than 15 
minutes early. I could see the bedroom light as I approached Kerry's 
window. Buddy woofed slightly as I neared, but almost not enough to be 
heard. I guess he was getting used to my presence in the night.

I peered in the window. The light was softer than it had been on the 
other nights, Kerry had draped something gauzy over the lamp. Still, 
there was plenty to see by. I suppose she wanted to set the mood some.

The girls were lying side by side on the bed, Kerry facing the window, 
Alice with her back to me. Though I was early, they were both already 
naked. I took a long look at Alice's beautifully shaped ass, so close I 
could touch it if there weren't a screen in the way.

The girls had one of Kerry's magazines between them, and they were 
studying some of the pictures. Kerry didn't give any sign that she knew 
I was there. I figured that Buddy hadn't made enough noise for her to 
notice, and it was early.

I could hear Kerry's voice quite well, but Alice's was muffled as she 
faced away. Not that it mattered much. About all she was likely to say 
would be a few words to agree with Kerry. Again, I couldn't really see 
the magazine, but it wasn't hard to figure out what they were looking 
at.

"Look at that Alice. How would you like to have him doing that to you?"

Kerry ran a hand lightly over Alice's chest as Alice murmured her 
agreement. Her hips twitched slightly as Kerry touched her. Kerry took 
her hand away and turned the page.

"Mmmm, how about that? Wouldn't you love to take that cock in your 
mouth?"

Kerry put a hand to Alice's face, and I was frustrated, wishing I could 
really see what was going on. Then I noticed that there was a mirror on 
the door across from Alice's bed. Though the light was somewhat dim, I 
could see in the mirror that Kerry was running a finger around Alice's 
mouth. Alice appeared to open up and lick Kerry's finger sensuously.

I glanced back down at the girls. Alice's hips were moving slightly 
back and forth. Kerry's face revealed how turned on she was getting, 
and her stiff nipples confirmed it. After letting Alice lick and suck 
her fingers for a minute, she took them back and turned the page again. 
As she did, I saw that she took a glance at the clock. It was now after 
eleven.

"How about that Alice? Would you like him to put that cock inside you?"

This time, one of Kerry's hands slid down between Alice's thighs. Alice 
lifted one leg slightly to give her access. The view in the mirror 
didn't give me much more to go on, but looking back down, I saw Alice's 
hips moving rhythmically against Kerry's probing hand.

"I guess you would! You'd really like that now, wouldn't you?"

Alice continued to hump Kerry's hand. I heard her half moan as she 
apparently agreed. Kerry put her face closer to Alice's and said "I 
told you I would have a surprise for you, didn't I?"

Alice kept moving and I heard another soft moan. To my surprise, Kerry 
leaned even closer and kissed her. Not just a peck or a brush. Their 
faces remained locked together for some time.

Eventually, Kerry broke off. "Let me show you what I have for you."

She got off the bed and went to her dresser. From the top drawer she 
took out the 6 inch dildo, strap already attached. She must have been 
practicing that day, because she pulled it on as quickly and easily as 
you might put on a pair of shorts. She gave a quick adjustment to one 
strap and stepped back over to the bed, her counterfeit cock swaying in 
front of her.

Kerry got back on the bed and knelt in front of Alice. She gave a 
glance at the window, then looked back at her partner. "I want you to 
suck my cock."

Alice rolled onto all fours in front of Kerry. Her short hair did 
nothing to block my view as she took the dildo with one hand and opened 
her mouth. She licked it, much as she had licked Kerry's fingers 
earlier. Then she took it part way into her mouth.

"That's it Alice, suck my cock. Let's see how much you can take."

My own cock was hard and I had it out to stroke it as Kerry put a hand 
on either side of Alice's head and pushed her dildo deeper in. Alice 
seemed to gag a bit, but didn't pull away.     "Oh yeah. Take it down 
your throat."

It appeared that Alice was doing just that. Kerry kept her grip on 
Alice's head and rocked her hips back and forth. The dildo was almost 
entirely invisible, hidden away in Alice's mouth.

This went on for a few minutes, then Kerry pulled it back out. Alice 
coughed softly as the fake cock left her throat.

"Are you ready to get fucked? Do you want this cock inside you?"

Kerry held the dildo with one hand and it glistened from Alice's 
saliva. Alice, still kneeling on all fours, looked up at Kerry and said 
"Yes. I want you to fuck me."

I had been somewhat worried that Kerry might end up effectively raping 
Alice with the dildo that night, but what followed erased those 
worries. In fact, I had never seen anything like it.

Kerry directed Alice to lie back, and she did.

"Spread your legs."

Alice's legs were already open, but she spread them wide. Her little 
slit, the same one I had been looking at all day in those pictures, was 
pink and obviously wet.

"Do you really want me to fuck you?"

"Oh yes. Please fuck me."

"You want this cock inside you?"

"Please put your cock inside me. Fuck me."

There was no questioning Alice's desire. She held her legs wide apart 
as Kerry put the head of the dildo against her pink labia. Kerry teased 
her with it, rubbing the outside of her pussy, running it over her 
swelling little clit.

"Oh please Kerry! Put it in me! Fuck me!"

Kerry pulled back slightly to get the right angle, then slowly pushed 
the dildo between Alice's cunt lips. Alice moaned as it opened her up 
as she had never before experienced.

"Oh yeah Kerry! Give it to me! I need you to fuck me!"

Kerry took her hand off the dildo and used her hips to push it in 
deeper. As she did, Alice gasped, a sound that seemed more out of pain 
than pleasure. Kerry hesitated, a look of concern crossed her face.

"Oh come on Kerry! Do it to me!"

Alice's eyes had been shut tight. She opened them wide and they gleamed 
from tears. A drop rolled down the cheek facing me.

"Please! Fuck me! Fuck me!"

Kerry pulled back just a bit, then pushed in deeper. Alice let out a 
slight sob, but her hands reached up to clench Kerry's hips.

"Fuck me!"

Kerry began to push and pull the dildo in and out. Each thrust went 
deeper, and as she pulled back each time, there was a slight delay as 
if the dildo wanted to stay inside Alice and was only reluctantly 
pulled out by the strap Kerry wore.

Alice's face was wet with tears but she didn't let go of Kerry. Her 
words turned more and more to groans, but the sobbing stopped. Her hips 
began to rise and fall to meet the dildo. Kerry was now thrusting in as 
far as she could and Alice began to come.

I had seen Alice come before, but never like this. In fact, I'm not 
sure if I had ever seen any come like that. Her cries got louder and 
louder, and then reached a point where they were just high pitched 
squeals. It was an uncanny sound.     Her hips had been bucking up and 
down but she lost all rhythm and almost seemed to convulse. Meanwhile, 
I had been stroking myself and I lost control. As Alice finished her 
prolonged orgasm, I shot off. My cum sprayed out and splattered the 
window screen, making a slight sound as it hit. Alice was oblivious, 
but Kerry glanced my way.

Alice lay there, practically passed out. Kerry spoke her name, and she 
opened her eyes slightly and smiled. She moaned as Kerry pulled the 
dildo out of her. Kerry lay beside her and held her. Their mouths met 
and Kerry put a hand between her own legs. They kissed and in less than 
a minute, Kerry shuddered and came. She gave another look toward the 
window, then reached over to shut out the light.

That night I dreamed about watching Kerry and Alice. Except, as it can 
so often be in dreams, Things and people kept getting mixed up and 
interchanged. At one point Kerry was Kelly and at another, she was 
coming at me with the big dildo. I know that most dreams are just a 
rehash of events experienced earlier, driven somewhat by our anxieties 
and desires, but sometimes they create a powerful mix and this was one 
of those times.     I was thoughtful and quiet the next day. I was 
pretty sure that Kerry would come by, though when it got to be early 
evening, I figured she wouldn't show up until late. I sat up and waited 
in the living room, wanting a chance to just talk, without being 
distracted by sex.

I was concerned about Alice. Some about her well being, but I admit, 
mostly because she was an unstable factor in an increasingly 
complicated equation. I suppose I was worried about things spinning out 
of control as they had in my dreams. I thought back to the image of 
being chased with that big dildo, and realized that if there was a 
literal message to the dream, it was "Watch out. You're about to get 
fucked."

The night got later. They do that. It was after 11:00, Kerry's usual 
time, that I decided she wasn't going to show. So I headed to bed. Sure 
enough, I had just settled in and was about to shut out the light when 
I heard the backdoor.

In a moment, Kerry poked her head into the bedroom. She had on her 
mischievous look and I admit that it melted me. She could be so damn 
cute!

Kerry came in and flopped onto the bed. She lay on top of the covers, 
fully clothed and snuggled up to me.

"You were there last night, weren't you?"

I told her I was.

"Yeah, I didn't hear Buddy bark, but he must be getting used to you. I 
did hear someone spray something awful thick and wet on my window 
screen."

Kerry grinned and I admitted that it had been me.

"Wasn't that something? God! Alice was hot! You know, she woke me up a 
couple hours later and asked me to fuck her again? I couldn't get the 
strap right in the dark, so I just held the thing in my hand and did it 
to her. Then she went down on me."

Kerry was massaging my cock through the sheets and I was responding.

"Did you ever do it with a virgin before?"

I told her I hadn't, that this was the closest I ever had come.

"Yeah, well I don't think most girls get off like that the first time. 
I know I didn't"

Kerry shivered involuntarily at the memory. I mentioned part of what I 
had been thinking about that day, that Alice was probably a masochist.

"So she like needs pain to get off? Hey! Are you saying that I'm a 
sadist?"

She pronounced it sad-ist, with a soft "a". I corrected the 
pronunciation and went on to say "No. I think you really like to be in 
control of the sex, but I don't think you're a sadist."

I didn't add what I really thought, that Kerry needed the control a lot 
more than the sex itself, but she began to sense that all was not right 
in my feelings. She let go of my cock.

" What's wrong? There's something wrong, isn't there?"

I tried to explain that there wasn't any specific thing wrong, just 
that I felt things were getting out of hand, that I was worried, 
particularly about Alice. I explained that as exciting as it was to 
watch them, I felt guilty that Alice had no idea that her intimacy was 
being compromised.

"She wouldn't mind you watching. Really. She told me she thinks you're 
sexy."

Alarmed, I asked when they had been discussing me.

"Oh don't worry! It was just, you know, general talk. A lot of guys 
names came up. When I mentioned you, she just said you're sexy. That's 
all."

I just shook my head. Kerry certainly hadn't done much to ease my 
concerns.

" Besides, Alice isn't the one you should be worried about."

That stopped my breath for several seconds and sent a chill down my 
spine. Kerry looked calmly into my eyes and continued.

"Don't worry so much. Nothing bad is going to happen. Tell you what, 
why don't we take a few days off. We've seen each other every day for a 
couple weeks now." She grinned "Or at least you've seen me. How about 
that? You think about things and I'll come back to see you Thursday. 
Hey! That's your birthday, isn't it? Great! Remember, nothing bad is 
going to happen. I promise."

With that, Kerry got off the bed. She leaned over and pecked me on the 
forehead, then left.

And so I thought about things. For three days I thought about things. I 
tried making list of pros and cons, but they essentially came down to 
wild sex beyond my imagining vs. getting in big trouble. No clear 
winner emerged.

It was my indecisive nature that settled things. As I saw it, formally 
breaking off with Kerry would lead to unpredictable circumstances. 
Continuing with her would too. It would take less effort and anguish to 
continue and the sex was bound to be better that way. Besides, I could 
break off anytime if I felt things were really getting bad, but if I 
broke off now, I probably would lose all of that forever.

So when Kerry came in my door the afternoon of my birthday, I gave her 
a big smile, rose and embraced her. All else aside, I had genuinely 
missed her those three days.

And when Kerry hugged me tight and said "I knew you'd decide to stay 
with me.", the little cynic deep inside me thought, "Of course you 
knew. It was pretty easy to predict I'd wimp out."

That, of course, wasn't allowed anywhere near the surface. Besides, it 
was just too damned nice to hold Kerry, feel her tight little body 
against mine and kiss her sweet, welcoming lips.

Kerry was dressed differently than usual. She wore a little plaid 
skirt, a white blouse, white ankle socks and sneakers. She looked 
positively school girlish.

"You like it?" She asked as she moved away from me and did a quick 
pirouette.

I told her I did, but that it seemed really different for her.

"I know. It's part of your birthday present."

I gave a puzzled look, and she went on,

"Go get your camcorder. We're going to make a video."

I did as she asked, wondering the whole time just what she had in mind. 
Kerry explained as I returned with the camcorder.

"I know you wanted a tape of me, well of me touching myself. And we'll 
do that too. But I thought you'd like something different. Like a 
little movie where you're the teacher and I'm a student. A naughty 
student who needs spanking...and other things."

Well, I admit that she had managed to hit on an old fantasy of mine. It 
caught me by surprise, but I wasn't about to say no. My decision not to 
make a real decision about Kerry was looking better and better.

Kerry had me set the camcorder up on a tripod and focused it on the 
center of my couch. I made sure the blinds were drawn so that no 
passerby might accidentally get an eyeful. Kerry outlined her idea for 
the plot. 

It was simple and pretty much according to my past fantasies. The 
naughty school girl reports to me, I tell her what she has done wrong - 
in this case, chewing gum in class, and assign a spanking as 
punishment. After a few whacks, we both are getting turned on. I have 
her strip for me, use her mouth to get me fully hard, then fuck her. 
Though she's scared at first, her lust overtakes her fear and she ends 
up coming as I fuck her. Pretty classic dumb male fantasy. But how many 
guys imagine something like that and then have a young girl ready to 
act it out with them?

We did a couple tries at the beginning to make sure the camera was in 
the best spot, then went ahead. The whole thing was really pretty 
hammy. Kerry, especially at first, almost seemed like a melodrama 
heroine. She also gave directions to me under her breath as we shot. 
When we went from where I was spanking her to where I told her to take 
off her clothes, she began to play the scene more like a scared young 
girl than a sexy coquette.

I ordered her to take off her blouse and she responded "Oh please, no." 
Meanwhile, she whispered "Raise your hand."

I did, and she went on "Oh no please don't hit me again...please!"

I repeated my demand that she take off her blouse, which she then did, 
slowly and apparently fearfully.

The rest of the scene went like that. I was tempted to stop things and 
explain that for me, the fantasy was that the girl was eager to go 
along from the start, but I didn't want to hurt Kerry's feelings. After 
all, this was her present to me.

When we got to the oral sex, she did a convincing job as a girl who had 
never given head before and was very nervous about it. I have had much 
better blow jobs, especially from Kerry, but I guess I was getting into 
the spirit of the thing. For all her feigned ineptitude and fear, I had 
a raging hard on.

It probably helped that I hadn't had sex or jerked off for about four 
days. I pulled my hard cock out of Kerry's mouth and repeated the lines 
she quietly gave me. As she directed, I had her sit on the couch and 
spread her legs, after threats of more violence. Then I fucked her.

Kerry had learned from her experience with Alice. She did a fair job of 
mimicking Alice's response when she first got fucked with the dildo. At 
the same time, I saw that Kerry's faked orgasm was pretty unconvincing. 
In a way, it made me feel better. I had wondered if she had really been 
coming when we had sex before, and seeing how badly she faked it, I 
knew the other times had to be real.

My orgasm wasn't faked. In fact, I came very hard inside Kerry, with my 
back to the camera. As I rested, still inside her, Kerry whispered for 
me to pull out, then go to the camera and do a close up on her pussy.

I did as she asked. As I pulled out and backed off, Kerry let out a 
sob. A tear rolled down her cheek. I have had women beg me to stay 
inside them for a long time after I've come, but no one ever cried 
because I pulled out.

Quietly amused at Kerry's histrionics, I did as she asked and turned 
the camera to her pussy. She sat there, legs splayed wide, and a 
greyish white drop of my cum trickled out of her.

After about half a minute, Kerry motioned for me to put the camera on 
her face. I did, and she smiled wide.

"I hope that little fantasy helps you get off some night when I'm not 
here to suck and fuck your beautiful cock. Now let me show you what 
I'll be doing when I can't be with you."

With that, Kerry was off. I used the camera as I chose, I recorded her 
squeezing her tits and feeling her nipples, then reaching down between 
spread legs to finger her pussy. She played with her swollen clit and 
stuck her finger deeper and deeper inside her cunt. All the time, she 
talked to me.

Kerry talked about how much she loved to suck my cock, how good it felt 
in her mouth and her pussy. She talked about loving to have me eat her 
out, how I made her come. She got closer and closer to a real orgasm 
and her voice wavered and panted as she said "God it's so good when you 
fuck me! I can still feel all your cum inside me from a little while 
ago! I love it when you shoot that hot thick cum deep inside me! Oh 
Frank! "

And she came for real. As her orgasm subsided, Kerry opened her eyes 
and looked right into the camera. "Happy birthday. I love you."

I was hard again, and having strong thoughts about some more fun, but 
Kerry glanced at the clock and said "Uh oh, I've got to get going. My 
folks expected me ten minutes ago."

I helped her gather the clothes that had been strewn on the floor. Her 
bra was a wreck. The thing had fallen apart when I put my hand on it in 
the filming. I tried to apologize, but Kerry just kissed me sweetly and 
said "It's ok. It was an old one anyway. Why don't you keep it as a 
souvenir?" I did. She pulled on the rest of her clothes, commenting 
"Boy, I'll have to change these panties when I get home! You really 
filled me up!"

I helped her get all her stuff together and walked her to the door. 
Kerry stood on tip toe and pressed her mouth against mine. I gladly 
returned the kiss.

" I've got to go, but can I come back later? I've got another present 
for you."

I said sure, of course.

"Ok, just don't jerk off while I'm gone. It would spoil things!"

I kissed her goodbye, then kissed her again and again. She wasn't 
making much headway out the door, and neither of us much cared. After 
several more long kisses, Kerry took another glance at the clock, said, 
"Oh shit!" and pulled away. I think I was still smiling hours later as 
I lay in bed and heard the now familiar sound of the back door opening 
and closing.

I usually go to bed in my boxer shorts, but that night I was 
anticipating Kerry and I was naked beneath the bed covers. I was also 
already erect by the time she stepped into the bedroom.

"Ready for the rest of your present?"

I told her I was very ready.

"Good."

With that, Kerry stripped out of her shorts and t shirt. The costume 
from the afternoon apparently had been a one time thing. She stood 
naked in front of my bed and asked "Are you hard for me?"     I told 
her I was.

"Then show me."

I pulled the covers aside and gave her full view of my hard cock. 

"Great! Now let me get your present."

Kerry stepped back out of the room and left me puzzled, though only for 
a couple seconds. She came back in, this time leading Alice by the 
hand. Alice was also naked except for a pink ribbon and bow around her 
neck. Kerry said "Happy birthday Frank!"

I felt ridiculously exposed, but quickly realized that Alice probably 
felt even more so. Kerry elbowed her slightly and Alice said "Happy 
birthday Mr. Abair." There was a pause, then she said "May I please 
give you a blowjob?"

The whole thing was remarkable and in retrospect, absurd, but it was 
also incredibly sexy. Alice didn't wait for my response, she was taking 
her cues from Kerry. So she climbed onto the bed and got on all fours 
in front of me, her face inches away from my still stiff cock.

Kerry got on the bed too and began to coach Alice as to how to give 
head. I might have lost a bit of erection with the surprise, but I 
gained it back and then some as I watched Alice take my cock in her 
mouth and realized that she had never really done this before.

Kerry had taught her fairly well. The occasional scrape of teeth 
against my cock was more than offset by Alice's eagerness. And Alice's 
eagerness was at least partly prompted by the fact that Kerry was 
kneeling naked beside her, touching Alice's breasts and fingering her 
pussy as Alice sucked and licked my cock.

I think I was as big and hard as I have ever been in my life. Even more 
than when I was a teenager. Kerry had one hand inside Alice's cunt and 
the other was on the back of Alice's head as she pushed it down to 
force my cock deep into Alice's throat. For all the apparent brutality 
of it, Alice was definitely about to come.

That pushed me to the edge, and seeing that, Kerry pulled Alice's head 
away from my cock. Alice had one hand on my cock and she continued to 
stroke it. Kerry told her "Make him come. Make him come all over your 
face."

Alice stroked, not with great talent but lots of desire, and sure 
enough, I started coming. I shot my cum all over her face and hair. At 
the same time, Alice yelled out, coming herself.

I know in the porno films, it's common for a girl to come as her 
partner shoots his load on her. I never found that very realistic, but 
in this case, there was no doubt about it. Of course, several of 
Kerry's fingers up Alice's cunt did a lot to help out.

It was only for several seconds, but it was an image I'll never forget. 
Alice, kneeling in front of me, cum all over her face as it contorted 
in an intense orgasm.

Then Kerry pulled her hand away from Alice's snatch and lay back at the 
foot of the bed. She used a light touch, but that was all that was 
needed to guide Alice to put her face on Kerry's crotch. As I said, she 
had been well taught. It made me wonder just what had been going on the 
past few days.

Kerry was also very worked up, so it took only a minute or so before 
she started coming, clutching Alice's head to her pussy. My semen, 
Alice's saliva and her own cunt juices mingled as Kerry had her own 
loud orgasm.

I was mostly recovered and ready to see more as I lay there and watched 
the two girls. But that wasn't the plan, at least, not Kerry's plan. As 
she gathered herself together after coming, Kerry shook Alice's hair 
and said "C'mon. It's time to go."

Kerry got up and quickly pulled on her shorts and t shirt. I found her 
underwear still on my bedroom floor the next morning. She took Alice by 
the hand and led her toward the door. They paused before exiting and 
Alice said "Happy birthday Mr. Abair."

Kerry winked at me and said "Happy birthday Frank."  and they left. To 
this day, I don't know if Alice had clothes outside the room that she 
put back on, or if Kerry just led her home naked. 

I slept well that night, no troubling dreams, though I admit I had a 
few deeper questions about the wisdom of involving Alice that way. All 
the same, it really seemed that Kerry was well in control of things.

The next morning I decided that I had better put the videotape and the 
pictures of Alice some place safer than my coffee table. I took them 
into my home office and opened the desk drawer where I kept personal 
papers.

I was putting the stuff in there when I realized that the envelope on 
top seemed out of place. I took it out. It was a manila envelope, 
stuffed with papers. My old letters to Kelly. It did belong in that 
drawer, but I was virtually certain that I had kept it at the bottom, 
not on top like that. Kelly had returned the letters after we split and 
I kept them, but I had decided that they were the last thing I ever 
wanted to look at again. That's when I changed my mind.

I took out the letter on top and saw that it detailed a fantasy not 
unlike the one Kerry had videotaped with me the day before. My letters 
to Kelly had been quite explicit. Though she would never dream of doing 
even half the stuff I wrote about, Kelly loved to have me write it to 
her in letters and notes. That's an English major for you.

The next letter down mentioned sex on the stairs, then the next couple 
referred to the shower, I had sickening realization that if I worked my 
way down through the old letters, I would find a virtual chronology of 
Kerry's sexual relationship with me. In fact, if I were clever enough, 
I could probably figure out just what she was likely to offer me next.

I put down the letters, threw in the tape and pictures and closed the 
drawer. My previous elation turned to ashes in my mouth. I tried to 
rationalize, after all, what was so bad about it? I had enjoyed the 
times with Kerry, even though it turned out they involved considerable 
calculation on her part.

But that was just it. In calculating, in reading my letters, in 
pretending that all was fresh and original, she had lied to me. I saw 
that there was much I had believed that I could no longer trust. What 
else was fabricated? How much of a fool was she playing me for? I began 
to get bitter, thinking that there really wasn't all that much 
difference between Kerry and Kelly.

Among the many real talents I have is an amazing ability to brood and 
feel bad about myself. It doesn't show on the surface, most folks think 
of me as easy going and even handed in my judgments, but I can work up 
a black paranoid and persecuted mood better than most. And that's what 
I did.

I ended up in my bedroom early that night, expecting that Kerry might 
turn up and armed with all sorts of cutting denouncements when she did.

It was fairly early when she came by, maybe 10:00. She came into my 
room, peeking in with her usual cute smile, but it faded instantly. My 
look, as I lay fully clothed on the bed, was certainly far from 
inviting.

"What's wrong?"

"Why, what could be wrong? Aren't we going to have another perfectly 
prepared little scene?"

"What? What do you mean? Are you worried about Alice? She's not here, 
besides, it's ok. She got off like crazy last night and she wants to do 
it again, but she couldn't get out tonight."

"I don't mean Alice. What I want to know is which fantasy you've lifted 
out of my old letters to play out tonight."

Kerry sat at the foot of the bed. "Oh that. I'm sorry. I really am. I 
didn't mean to upset you, I just wanted to make you happy."

"Make me happy! Right! Didn't you think I'd figure it out sometime? 
Stupid me, I didn't have a clue until I was putting that tape away 
someplace safe today and saw that someone had been reading my old 
letters. What did you think, that you could be Kelly for me?"

"No! Goddamn it!" Kerry had tears in her eyes, but there was fire in 
her voice. "I didn't want to be like your bitch wife! But I saw those 
letters, and I knew she'd never have done most of the stuff you wrote 
about." Her voice softened, and the tears on her face were tearing at 
my heart. "I just wanted you to love me, to need me, that's all. I did 
it for you."

Up until that last sentence, I was already losing my anger and turning 
toward that want to hold Kerry and kiss the tears away and apologize as 
long as it took. It was the "I did it for you." that did it to me. That 
had never been in any of the letters, but it was the phrase I'll never 
forget, Kelly's apology for sticking the knife in my back, for walking 
away from all I tried to give her. "I did it for you." was to me the 
supreme, ironic "Fuck you".

 And that's just what I said to Kerry. Not the supreme ironic part, 
just the "fuck you." She made a sound, almost like a wail being sucked 
up into a sob, and bolted out the door. I sat on the bed and waited to 
hear the back door slam. And waited.

After fifteen minutes with no noise, and the beginnings of some better 
sense starting to creep into my head, I went downstairs hoping that she 
might still be there. She wasn't. On an impulse, I looked in the desk 
for the tape, pictures and letters. The letters were there, apparently 
untouched, but the tape and the pictures of Alice were gone.

"Fair enough" I thought, but then I thought some more.

Somewhere in the back of my head I knew that I had really fucked up. 
Just what the damage might be and how much it might hurt were still 
vague, but I knew that first off, Kerry could really, really get me in 
trouble. That was bad.

I also had an even more tenuous feeling that I had been very unfair and 
that I might just have messed up something very special. That wasn't 
what caused me to act, but it was there. An influence.

Anyway, I decided to go to Kerry's house and try to talk to her. It 
didn't seem like I had much to lose.

So I set out on the short and familiar walk through the back yards. As 
I approached Kerry's house, I saw her bedroom light was on. That was 
good. Buddy the dog didn't even bother to woof as I approached. I was 
old news to him.

I stepped up to the window. The curtains weren't open as wide as they 
had been for the times I watched Kerry and Alice, but it was easy 
enough to see.

What I saw, wasn't so easy. Kerry was there, naked and on her knees. 
Her father was there too. He was a large, pot bellied man with a face 
that showed the effects of too much booze. I knew who he was, had seen 
him around town and had thought to myself "Cripes, what a lush."

Now I saw him standing in front of his naked daughter, his cock 
sticking out of his briefs. It was surprisingly large. I bet it was 
between seven to eight inches long and very thick. It was also very 
hard, and he had one hand on either side of Kerry's head as he shoved 
it in and out of her mouth.

I watched for a minute, probably less, as the shock wore off and I 
realized what I was seeing. Then I turned and ran home. It took a lot 
of tossing and turning before I got to sleep that night, and I went 
through a wild range of emotions. Chief among them were sorrow and 
guilt. 

to be continued...