Chapter 1

I was young when my mom died but I still remember parts of it like the funeral and how there were so many people there and that they made a big deal over me. I knew it was sad and even that my mom was gone, that she wasn't coming back but I really didn't fully know that it might mean that my father might eventually bring home a new wife.

Well, it did happen, not right away, it even took quite a few years, then he introduced me to a woman, Carol, that he had been seeing and then we both began getting to know her together; then he told me he had asked her to marry him.

I knew about stepmothers and all from friends of mine; she had never married so she didn't have any children she was bringing with her, just herself.

Carol was several years younger than Dad, she was thirty-three, really only about twice my age, and very pretty. She had strawberry-blond hair to her shoulders, kind of wavy-curly, and some light freckles. Her eyes were sparkly blue and she was just about my height, five-six.

She would be what my friends call a MILF, her figure was nice and her boobs were not huge like some of my friends drool over all the time, but, well, really, just right for her.

She was a nurse and worked in a nearby hospital as a supervisor, sometimes on days, sometimes on nights. My dad was a doctor and that's how they met. Their wedding was small, just a few close friends and family.

She had moved in a few weeks before and by the time the wedding happened, I was beginning to be used to having her around.

It did take some getting accustomed to, I really never worried about, well, say taking a shower and leaving the bathroom naked and going to my room to get dressed. Now, I had to remember that there was a woman in the house. The first week, I almost forgot once and had to quickly tie a towel around myself.

But, in lots of ways it began to be nice that there was a woman in the house now. For one, we were certainly eating better, Carol was a good cook, something that my father could never claim for himself. I was often better at cooking than he was, maybe because I watched some of those cooking shows, especially with the Italian babe with the super boobs. You must know the one.

Just having Carol around was nice, she was always cheerful and really easier for me to ask questions about homework than my dad who often got too complicated in his explanations.

And, well, my dad married a very pretty woman; Carol was really easy to look at. She even reminded me of a teacher I had a crush on in the sixth grade, Mrs. Hughes, who looked a lot like her.

Not just homework, she was easy to talk to about other things, too. She was really nice.

So, one day, only a few weeks after my sixteenth birthday, she was asking me about a girl she'd seen me with that day when she picked me up after school. We were in the kitchen when she asked, "The little blond you were talking to when I came to school this afternoon? Who's she?"

"Oh, Melissa Ebersole, that must be who you mean."

"Have you taken her out? Gone on any dates?"

"Oh, no, we're just friends, that's all."

"Well, she's really pretty. Just wondered. Have you dated much at all, Ben?"

"Nah, not much. A few girls, that's all."

"So, you haven't gone very far with any of them?"

"You mean…? You must mean, like, um, sex and stuff?"

"Well, like have you ever seen any of them with their clothes off?"

The way she asked it was just so normal and all, I didn't get uptight like I would have if my dad had asked it.

"No, I wish," I joked.

"Would you like to?"

"You're kidding, right? Maybe you want to get one of these girls, you know, maybe pay them to take their clothes off for me. That might work."

We often joked around together and that was the mode I was in at the time.

"Well, I could take my clothes off, Ben."

She said it just like that, just very matter-of-factly, like it was an everyday offer.

"You mean, like…" Well, I just didn't know how to finish the sentence.

"Like take my clothes off so you could see what a woman looks like."

Just what do you say to a question like that?

"Uh, I guess."

I know…stupid. Well, you do better while you're sitting there.

"Have you seen the pictures of girls in Playboy?"

"Yeah, some of my friends have them."

"So, at least you know what a girl more or less looks like, that's good. But it's not the same as the real thing. You don't know this about me, Ben, because we've just began getting to know each other but before I married your dad, I liked being around my apartment nude when I could. And, I'm a nurse, so the human body doesn't embarrass me. So?"

"You really mean…show me?"

She nodded and I nodded and she stood up and began unbuttoning her shirt. As she pulled it off, she stood there in a pretty white bra with lace around it, the tops of her breasts showing.

Then she turned and said, "Do you know how to take a girl's bra off, Ben? Go ahead."

I didn't know shit about it but I did it anyway, it turned out easy. I saw it slide off her arms, then she turned toward me and stood.

Well, I'd seen Playboy, right? But this was real and right in front of me. Right there. I could almost feel the warmth radiating from each one.

I now know she's 34-B and let me tell you, they were perfect. Full and round, each tipped with a pretty, pink nipple, each one with a little center that stood out. She just stood there smiling at me like it was the most normal thing ever.

I was near cardiac arrest.

"Go, ahead, Ben, you can feel them, see what they're like."

I watched my hands slowly rise up and cup each one. It was thrilling, there's no other way to describe it. I gently squeezed; they were soft and pliable, warm and sensuous; I had a hard-on like never before.

I ran my fingertips around her plump nipples as she watched me.

"Go ahead, you can suck them, Ben," she said softly as my heart raced. I leaned forward and took one in my mouth, closed around it and began.

Is there any guy who doesn't love to suck a pretty breast? I knew at that instant that I just adored it. My hand was fondling the other as I began sucking, trying to control my greediness at her breast, trying to stay calm during the most exciting moments now of my life so far.

Her hand came up and softly stroked my cheek as I sucked.

"That's nice, Ben, feels good."

She let me suck for a few minutes, oh, man, my dick was so hard. Then, she lifted my head up off her and kissed me softly on the lips.

Her hands then dropped as she began taking off her skirt to stand there in her panties. My heart, quite understandably, was beating and beating as fast as it could.

Then, yes, she pulled her panties off and tossed them in the corner.

"You are so beautiful, Carol, I can't believe you're letting me see you like this," I gasped as I drank in every curve, every contour standing there before me.

"Well, I've told you that I like being this way when I'm home. So, you may be seeing me this way more from now on. If you like it and don't mind."

"Mind? Oh, I can't believe you want to do this."

"Well, there's more we could do, Ben, a lot more. Would you like to see how I look up close, like between my legs?"

I was frozen, all I could do was nod. So, she took my hand and led me down the hall to her bedroom and pulled the covers off the bed and sat on the edge.

"Here, get down, right here," and she nodded to the floor right in front of her as she spread her legs open. I sat down in front of her, my face just inches away from the most exciting sight of my lifetime.

She showed me her labia and up into her vagina where she had me put my finger, then all about her clit. That was really cool. She said it was real sensitive and hot, just like the place right under the tip of my dick which feels so good.

She had me lick on it and suck it. It got bigger which really made her feel good.

"Now, Ben, let's see you. You know, I've been wondering what you look like naked, you know."

"Really, me?"

"Yes, you're young and just coming into the sexual part of your life; I find that very exciting and have wondered and wondered about you. You're still a virgin, right?"

"Yeah, never got the chance yet."

"Would you like the chance, Ben? With me?"

I slowly nodded my head and was finally able to squeak out, "Yeah."

"Well, there's no time like the present, I suppose. Are you ready? Is this something you want to do?"

"Oh, yes, with you like this, oh, I'll be the happiest guy on earth."

"Well, then, let's get your clothes off, too, it's so much nicer when we're both naked," and she began pulling my teeshirt up as I pulled off my shorts. Then she knelt and pulled my blue briefs to the floor.

Of course, I had a huge hard-on. Well, huge for what I had. It suddenly occurred to me that maybe my dick was tiny compared to what a woman wants. But if it was, she never let on.

"Mmm, nice, just as I thought," and she leaned forward as her soft, moist lips slipped over the crown and down the shaft.

Well, I'd jacked-off like a million times, you know, I'm sixteen. It's almost all I do. And, man, this felt so better. This was ecstasy. She sucked gently moving her lips up and down over me and I could feel her tongue sliding around the tip of my dick

"Oh, mmm, that feels wonderful, just so good," I moaned as I stood there trembling slightly as I received my first blowjob. Everything I had ever heard about having your dick sucked was true, no, it was even better than what I had heard. I knew there was no way I could resist cumming any longer.

I knew she might not want my cum in her mouth so I said, "I'm really close, I'm gonna shoot real soon," and, well, she never slowed down, she just kept sucking me, looking up at me, smiling, as my body shook and that exquisite release swept over me as my cum spurted over and over into my stepmother's mouth.

"Oh, uh, unh, unh, unh, uh, uh, mmm, mmm," I groaned as my legs almost collapsed; I even felt lightheaded as she sucked the last from me, then pulled away to lick around the head, making me shiver each time her tongue circled my cock tip.

Then, she stood up and took me in her arms and kissed me, pulling our naked bodies together for the first time.

I now was learning how wonderful all my skin felt against all of a woman's or girl's skin; there was nothing more sensual than that.

Our tongues caressed each other for a minute, then she lifted off my lips and whispered, "Let's get cozy," and got in bed, holding my hand as I lay down beside her.

We embraced once again as she said softly, "Of course, this all has to be our secret, right, Ben, you and me?"

"Oh, I'd never say anything. I know what you mean and…well, I'd never say anything, ever."

"I knew you wouldn't. And that way we can do this again and even more if you want."

Of course, my ears perked up at that.

"More? Like what?" I asked, probably too eagerly.

"Well, what do you think you'd like to do, Ben?"

God, what did I know? Well, I guess I did l know some things like eating her out, fucking, well, fucking, oh, man, did I have a hard-on now.

"I could suck you like you did me," I told her not being exactly sure of the precise way it was done.

"Yes, well, it can be some sucking but also involves licking and tonguing, but it's something quite lovely for a man to do for a woman. Anything else?"

I was just too afraid to bring up the one thing remaining in my mind, I just couldn't pose the question. But, it seemed she could.

"Would you like sex, do you want to fuck me, Ben?"

I couldn't believe she used the f-word. It was the first time I had ever heard a woman say the word, she just came out with it like it was nothing.

"Um, yeah, I'd love that."

She smiled and said, "Well, we'll see," and then told me it was time we both got dressed so she could begin preparing dinner before she left for her evening shift.

So our first time naked with each other was over but it lived on in my mind and, I think, even in hers. She kissed me goodbye when she went off to work later and I felt the tip of her tongue in my mouth for a few seconds.

Chapter 2

The next afternoon when I got home from school, I let myself in, as usual, and walked into the kitchen.

"Hi, Ben, hope you didn't forget how I like to be around the house," my stepmother said as she sat at the table, beautifully naked. She stood up and came over to me and gave me a kiss.

How would I ever describe being held and kissed my a beautiful naked woman while I stood there in my school clothes? Is magnificent close?

"Come, let's get you changed out of these clothes, Ben," she said as she led me by the hand to my room and undressed me, kissing me down my body as she uncovered each part of me.

Then, my heart knocking against my chest, she pulled down my briefs and took me in her mouth.

Again, that wonderful, incredible feeling.

"Oh, oh, that feels so good, mmm," I groaned as I wondered if this was how I was to be welcomed home every afternoon from now on. I had my hands on her wonderful breasts while she sucked me and, soon, after all, I had done little but dream of this all day long, soon, I let out a long groan and began cumming into her mouth.

"Oh, uhhhg, uhhhg, uhhhg, mmmm, mmmm, oh, oh, feels so good, ummm."

She sucked me a minute more, then pulled back and kissed the tip of my dick, stood up and took me back to her bedroom.

"Well, Ben, yesterday you said you would like to give me oral sex, to lick and tongue my pussy. Still want to?" she asked as she swept the covers back and got up against the headboard and pulled her legs up to her chest exposing the two beautiful plump split halves of her pussy, glinting with a film of wetness, waiting for me. It looked so delicious.

I crouched in front of this wonderful sight, leaned forward and softly kissed it, probing between her lips with my tongue, then began licking up and down along the warm, moist crevice. My dick, just sucked so wonderfully, was as hard as I'd ever felt it, like steel.

"Mmm, yes, Ben, mmm, like that. Oh, yes, you'll make lots of girls happy doing this. Mmm, here," she said as she reached down to spread herself open using her fingers.

"Inside, Ben, lick me inside, run your tongue all around. Mmm. Flick it back and forth, oh, god, yes, mmm, ooh, like that, mmm, uh, uh, oh, oh, ayye, eyyh, uhhn, ummm, mmm, oh, Ben, that was wonderful. You gave me such a wonderful orgasm. Is that the first one you've ever given a girl or a woman, Ben?"

"Yes," I told her as I lifted up, smiling at her, my face gleaming both with my own sublime happiness and her wet juices. "That was fantastic, I really loved doing that and making you have an orgasm. It was so easy, I'll do it anytime you want," I gushed as she pulled me up over her and began kissing me over and over.

She had pulled me up over her and had her legs open so I could feel my dick right down between her legs, right where her pussy was. Well, being male, being that close, I started moving my hips, probing under her with my dick.

"Ben, Ben, what are you doing? Are you trying to fuck me, Ben?"

"Oh, um, no, I was just trying to get comfortable," I quickly lied.

"I'm not upset about it, Ben, I might even let you if you tell me the truth."

"Um, well, I guess I was, I was trying to get it in you, I guess," I admitted hopefully.

I felt her shift slightly, then she raised her legs up and whispered, "Go ahead, Ben, go ahead."

My heart leapt at those words and I lost little time as I pushed at her, feeling my dick 

slip inside her. It was really in, really inside her pussy. I was so excited I almost forgot what to do. But, not for long.

I started moving back and forth and the feeling was incredible. This was what everybody talked about, the real thing, fucking. Oh, she was so smooth and slippery inside and she fit around me so nice. It felt so, so good.

She looked up at me and asked softly, "Is it good, Ben? You like this?"

"Oh, it feels so good. I never knew it would feel this good."

She hugged me to her but I kept fucking her as she kissed me softly.

"This is your first time, Isn't it, Ben?"

"Yes, it's wonderful, mmm, feels so good."

"Mmm, it feels good to me, too. You're doing very nicely, Ben, I can tell you really are enjoying us being together like this."

"I just never dreamed something like this could happen. I'm so happy about it."

I just fucked and fucked her, it was so thrilling, she was so beautiful.

It was feeling better and better as I went along, then I knew I was getting close to shooting my cum and all my sex-ed instruction came back.

"Um, I'm about to shoot, is it safe? Should I pull it out?"

She laughed, "No, Ben, just go ahead and enjoy it, I'm fine, I'm on the pill. But I'm proud that you asked. Always ask. Even before you put it in the girl. If she's not protected, get some condoms, it's too risky to try to pull out. Okay?"

"Yeah, I really knew that but it was already in."

"I know," she said softly as my whole body lit up radiating outward from the tip of my dick as I began spurting my cum up inside my new stepmother.

"Uh, uh, unh, unh, mmm, mmm, oh, wow," I groaned as I slowly lowered down kissing Carol as I kept moving my hips back and forth. I just didn't want to stop, I really didn't want to ever, ever stop.

"Mmm, mmm, that's nice, Ben, you happy now?" she asked softly in my ear as she hugged me to her.

"Yes, thank you, it was awesome, just the best thing that's ever happened to me, I'm very happy. I hope you like me doing this? My, um, my penis probably isn't as big as you like but I can use my tongue, too, you really liked that."

"Oh, Ben, your penis is just fine. You've got me pretty close to having a lovely orgasm. You're doing just fine. Would you like to be my secret lover?"

"Your secret lover? You mean we'd do this more, like all the time?"

"Yes, if you want?"

"Oh, yes, I want. This is so exciting. I just never thought anything like this could happen."

"Well, you know we have to keep this a secret, just you and me, right?"

"Oh, I promise, yes, I will always keep it a secret. I'll be your secret lover. Then we can do this more?"

"Yes, Ben, you can fuck me whenever you want. Well, except when I have my period. But then I'll suck you or do you by hand, okay?"

"This is the best thing that's ever happened in my whole life."

"Well, Ben, your life is really just beginning. I'm sure you'll have many good things in your life."

I was up on my hands over her sliding my dick in and out of her wondering just what could ever be better than this.

She lifted her legs up and moaned, "Mmm, a little faster, Ben, I'm really close, mmm."

So, I did exactly what she wanted. I was so eager to give her another orgasm to thank her for letting me do all this, it was fantastic. And, I was so amazed at how strongly she reacted when she cummed. I was finding out how incredible women really are and I wanted more, lots more.

"Mmm, yes, oh, Ben, yes, mmm, oh, oh, ayye, uuuh, uh, uh, mmm, oh, yes," she groaned as she pulled me down to her and kissed me over and over.

"Oh, Ben, you're a wonderful lover. I just had an idea you would be," she cooed.

"I was really worried that maybe I couldn't make you have an orgasm but now you've had two. I just love this."

She pulled my head to hers and kissed me, our tongues enjoying each other.

And that began our affair, our affair which has lasted up to this very moment. I'm in my third year of college, pre-med, actually, and she just went off to work a few minutes ago, another night shift stint. We had sex twice this afternoon and it was as thrilling as the very first time. I learned half of my anatomy lessons well from her, the female half, she taught me well.