Ever since I turned sixteen I had been rather desperate to lose my virginity and finally become a man. By the time senior year rolled around, my friends had all lost their virginities and had girlfriends or in the very least, girls they would hook-up with once in a while and screw whenever the need took them. I, on the other hand, had no such arrangement and I felt as if everyone else was doing it except for me. It became an obsession for me and as the year melted away, I was faced with what a lot of high school guys dreaded; going to college a virgin. 

I had girlfriends in high school, but those relationships never progressed past awkward make-out sessions in the back of cars or clumsy handjobs and blowjobs at parties. Was it so hard to find a sweet, smart girl who was as horny as I was? It was starting to seem like it as the summer holidays were upon me as I made the transition from high school graduate to college newbie. I tried to remain optimistic at the beginning of the summer. I told myself that I would meet a sexy young woman and have a white hot summer fling before we went our separate ways for college and university. But as the summer progressed my chances of finding a willing candidate to have this white-hot fling with were dwindling. It was unlikely to happen in the first place, but I kept telling myself that it would happen. It never did. 

Still, the summer wasn't a complete bust. The cute girl Zoey from work used to suck me off every now and then in exchange for me giving her a ride home or helping out in her department at the mall. That was as far as she was willing to go, though. Believe me, I tried to talk her into more, but she drew the line at oral sex. She did let me return the favor and I found out that I enjoyed giving as much as receiving. Full sexual intercourse with her would have been great, but she had her limits. And so it was that I went off to college a virgin, my worst nightmare confirmed.

The first week of college, as well as being fun and full of new experiences, was also rather miserable for me. I felt as if everyone knew that I was still a virgin. I felt like it was written across my forehead in big, bold letters. I met new people and made some great new friends, but the girls I did speak to, referred to me as 'cute' and 'adorable' and 'boyishly charming' they saw me as too much of the kind, brotherly figure rather than the macho man they would jump into bed with. Even when I had alcohol in my system, the girls seemed like they would rather be friends with me than bang buddies. Some even seemed as if they were repulsed by me and my human want and desire to try and get off with someone. 

"You come off as desperate," one girl Patrice told me, rather bluntly. "Get to know these girls first, take an active interest in them, tell them what they want to hear. Trick them into going to your bed and having sex with you, then in the morning you can leave and never see them again. The hustler and the confident womanizer are art forms, Max. You gotta learn how to play the game. Especially if sex is all you're after."

So with that in mind, I tried to exude confidence when dealing with the girls. But all this earned me was a disgusted look from a gorgeous little red head who saw right through my charade. So I was back to square one. Apparently, the game was harder to learn than I first thought. Still, I was enjoying my new classes and the freedom and independence I had living away from home. My psychology class I found the most interesting and I always looked forward to it, but that was because of the beautiful woman I got to stare at. She was gorgeous, and she wasn't a girl, like the ones I had tried to hit on unsuccessfully and lure back to my bed, no, she was all woman. 

I found myself attracted to her, but I knew deep down that she wouldn't go for me. To her, I was probably just a boy, just another random kid in a sea of faces, while she tried to re-educate herself as a mature student and continue learning. She was most likely someone's wife and someone's mother. She probably saw me as someone equal to her teenage son or daughter or the other neighborhood kids. Still, it was nice to fantasize about her and think of all the wild things we could do together. 

She was of middling stature, not too tall and not too short, somewhere in between. I myself was around 5"8 so she was the perfect height for me. Her shoulder length blonde hair she always wore in one of two styles; down, with a clip to the keep the shorter, wispy side bits away from her eyes, or tied back in a simple ponytail. She was always dressed well and she always looked presentable, as to the other college students who just threw on whatever and left their dorms or student housing and went to classes. Even on the days when she had just come straight from the gym or the sports track, she still looked good. 

I would get to class a little early each day and sit near the middle section of the row so I could see both doors perfectly. I would wait for her and watched as she entered the classroom, off in her own little world, here to learn like everyone else, except unlike everyone else she was older and so had more life experience. Perhaps she appreciated education more than we did? She was one of those women who didn't realize how attractive she still was. She was probably very self-conscious about the fact that she was older than most students here and that she wasn't one of the 'young, hot girls' but that's what made her so gorgeous to me. She was the hot older woman, the one that every guy had some sort of fantasy about. 

I mean, sure to look at she wasn't the most beautiful woman ever. I could stand up and pick ten girls hotter than her in my class, but this woman had something those girls didn't and I could not put my finger on it. To me, she was gorgeous and fascinating, and I found myself unable to stop from staring at her and watching her. She was still very attractive for a woman in her forties, I guessed, and it was her image I masturbated to each night in the shower. 

One day, about a month or so into the semester, one of my fantasies came true as she came and sat down next to me. The first thing I noticed was that she was sans wedding ring. She had no ring on her finger. Had she never married? Or maybe she had been at one point and was now in a new relationship but didn't want to get married again? My mind boggled as I started to speculate about her life and marital status. I then caught a whiff of her perfume, which was a light floral scent that filled my nostrils and reminded me of summer. I wanted to speak to this woman, but I so was shy and nervous. When I looked down at my hands I saw that I was shaking slightly. I moved them off the desk, in case she noticed. The last thing I wanted to do was have her think that I was strange. 

I knew that if I didn't speak to her, that I would regret it later and think about 'what could have been'. Even if she rejected me, at least I tried to strike a conversation. Taking a deep breathe I took the plunge and turned to face her slightly. 

"How are you finding the course?" I asked. At least I didn't sound as nervous as I felt. My voice sounded steady, so that was a good sign. 

"Very interesting," she said. "But very enjoyable. I'm loving it so far." She smiled at me, a welcoming grin that was full of confidence and I almost lost it again and started shaking, but I managed to control myself. 

"So what brings you back to student life?" I asked. 

"Are you making a dig at the fact I am so much older than most people here?" she questioned me in a stern tone. 

"No, no, no," I protested. "I was just asking........I just meant," I stumbled along, digging myself deeper and deeper. What had I meant? I thought. 

I saw that she was laughing, which made me flush red with embarrassment and squirm in my seat. "Relax," she said. "I know exactly what you mean. I was just having some fun."

A girl with a sense of humor, I thought happily. 

"Would you like the long version of events that led me to this classroom?" she asked. "Or the shorter, far more boring version?"

"Let's have the short version first," I replied. 

"I wanted to do something for myself. I was sick of constantly putting other people before me, so I took control and decided to re-educate myself, so here I am. Learning, meeting new people and doing what I want for a change on my own agenda, not anyone else's," she explained. 

"And the long version?" I pressed. 

"That is a story for tomorrow," she said. I looked to the front of the classroom in dismay as the Professor walked in and greeted everyone. For the rest of the lesson, we didn't talk to each other. She was too busy paying attention and taking notes, while I was trying not to get an erection thinking about the gorgeous woman sitting next to me. At the end of the class, she smiled at me again, that radiant smile as she packed away her notebook and pencil case. She did a little wave as she left, and I watched her go down the stairs two at a time and leave the classroom. I, however, sat around for another few moments, too scared to stand up in case someone saw that I had a raging hard-on.

For the rest of the day, all I could think about was the psych class the next day and seeing her again, and being able to talk to her. It was all I was focused on. I could not think about anything else. The hours seemed to drag on, it felt like a lifetime to me until I was back in my chair, eagerly awaiting her. I got so impatient that I ended up leaving for psychology, which was my first class that day, a full half hour early, and it was only a five-minute walk to the MacMillian building, where all the psychological sciences were held. I got there so early in fact, that the classroom wasn't even open yet so I had to wait outside in the cold hallway before someone came past and opened the doors. 

Then there was the agonizing wait in the empty classroom as other students slowly filled seats. It felt like I was waiting a lifetime for her to show up and just when I thought that she wouldn't make an appearance for today's class, she did. She strolled in wearing a pair of figure hugging jeans and a green polo shirt, her blonde hair scraped back into her usual ponytail. She smiled at me as she walked up the stairs and came and sat down next to me in the vacant seat. 

"Morning," I said. 

"Hi," she smiled. "So, the long version of the story," she started, not wasting any time and getting straight to the point. No preamble or anything. "I married when I was very young. Straight out of High School to a man who knew my father and did business with my family on occasion. I was eighteen, he was twenty. Back then it didn't matter if you never went to college, or in fact if you didn't finish school, you could still get a good job. Children came along rather quickly after marriage but we were happy, and we continued to be happy for years afterwards. Then one day, not long after our twenty-fifth wedding anniversary, I realized I hadn't done anything with my life. Sure I was a mother, wife and homemaker, but I hadn't done anything of significance. But I didn't tell anyone, certainly not my husband, who hated change and any new ideas," she explained. 

I just sat there, entranced with her story and her beautiful blue/gray eyes. She continued. "For two years I kept those feelings to myself until I decided that I had to tell someone, but still I kept putting it off in my mind and finding excuses to not tell my husband and sons. I decided enough was enough one morning when I woke up and looked at my husband sleeping next to me and decided that I didn't love him anymore. It was nothing he had done, he had stayed the same for twenty-seven years. It was me. I had changed, and I needed change."

"So just like that?" I asked. "You didn't love him anymore?"

"It sounds terrible I know, but it's the truth. The divorce was easy enough, after a lengthy discussion and many nights spent crying and trying to make it work. It wasn't fair on him, and he saw that in the end. The boys resent the divorce and they hated me for a while afterwards. My eldest son I fear still does hate me, but he's slowly getting used to the idea of his mother being a single woman and going to college."

I sat back in my seat and smiled at her. "Thank you for telling me," I finally said. 

"It's been on my mind for a while. I've needed to tell someone. Thank you for listening......?" she searched my face, looking for a name. I realized we had never properly introduced ourselves. 

"I'm Max," I said, extending a hand. 

"Cath," she replied, shaking my hand firmly in her soft grip. "Nice to meet you."

We became like counsellors for each other. Before class was due to start Cath would come and sit down next to me and we would take turns talking about our lives. We never judged each other or forced opinions on each other, it was just an open-ended conversation, a chance for us to get personal stuff off our chests. Each day the slate was wiped clean and we started new topics. There was an unspoken agreement between us that everything we talked about would remain between us and no one else would be brought into this. It was also an agreement that we never talked about these things outside of our regular before class sessions. If we saw each other outside of psych 101 then we greeted each other, but we never spoke about our lives. 

After a month or so of our pre class-time rants, I decided that I would break the unspoken rule and ask Cath out for coffee. I was really starting to like this woman, I found her fascinating as well as incredibly sexy and attractive. So the next day, when she came and sat down next to me I decided to take the plunge and ask her out. But my mind was such a mess. I was going into overdrive thinking about the right words to use. Then I started to doubt myself and all I could think about was rejection. Just when I got the nerve to ask, the Professor came into the classroom and started speaking.

Damn, I thought. I then came to the conclusion that maybe it was a good thing. If I waited until the end of the class to ask her, if she rejected me I could go my way and not have to face her while the lesson progressed. 

I was a bag of nerves throughout the lesson, my palms were sweaty and I couldn't seem to write anything that made sense. I just wanted the class to be over so I could ask this woman out, be rejected and then run away and hide while I tried to repair my self-esteem and dignity. 

"Cath wait," I said to her as she packed up her things, getting ready to leave. 

"Yes, Max?"

I took a deep breath and then took the plunge. "Would you like to have coffee with me?"

She looked unsure at first and then smiled at me. "Did you mean right now? Or another time?"

"Whatever times suits you. I just wanted to ask."

"I'm free tomorrow afternoon, between classes," she told me. 

"Great," I smiled. "Would you like to have coffee here on campus, or go into town?"

"Well, campus coffee is cheap but you sacrifice quality, although each cup does come with a snarky, sarcastic comment from the students who work there," she laughed. 

"So town it is?"

"Town it is," she said. We agreed to meet up at a great little coffee place that was close enough to the campus so it wouldn't be a rush from town when we had to return to reality. I was very much looking forward to my coffee date with Cath, and that night in bed, all I could think about was having her over the table, screaming my name in pleasure. These thoughts all led to a very intense masturbation session, but I decided that it was better I get all of this out of my system before having a coffee date with Cath. The last thing I wanted was to be sitting there with her, looking like a mess and trying to hide an erection. 

Even though I knew this wasn't a proper date with Cath, I was still nervous and jittery. For whatever reasons, I felt as if a lot rested on this coffee date. If I wanted Cath to see me as someone other than a kid who she had struck up a friendship with in class, then I would have to pull out all the stops and be the epitome of maturity. I didn't want her to see me as someone akin to her sons. I didn't want to be someone who she thought of as similar to them. I had developed feelings for this woman, I really liked her, and I wanted to see where this could go. If I crashed and burned in the process then so be it, but I was willing to try. I was willing to take the leap. 

I thought on this more as I took a seat in the coffee shop and waited for Cath. I was a few minutes early so this gave me some time to mentally prepare my speech and figure out how I was going to 'sell' myself to Cath and put forward my best qualities so she saw that I was so much more than the young kid who she sat next to during her psych class. It was all well and good for me to have that plan, but when she arrived and sat down next to me, talking about class and the latest essay we had been tasked with writing, my plan to put myself in the best light went straight out the window. 

After a lengthy discussion about college life and our classes, Cath broke the short silence by asking me questions about my personal life. "So what's your deal?" she asked. 

"My deal? What do you mean?"

"Well you don't talk about girls or chicks you like, so what's your deal? Are you gay?" she asked, coming straight out with it. 

My heart sank and I was certain I was red-faced. She thinks I'm gay, I thought miserably. I took a drink of my coffee to try and calm myself and get over the embarrassment of not only being asked such a question but having her think that of me. "I'm not gay," I finally answered. 

"But you have had girlfriends? There are girls you like?" she continued. 

"I had a few short term arrangements with girls in high school," I said. 

"But......?"

"But it was just a short-term thing," I said, repeating myself. 

Cath was silent for a moment, taking a sip of coffee.

As she placed her cup back down on the saucer, realization dawned on her face and I knew that she had me figured out. She knew my embarrassing deep secret that I had tried desperately to hide from everyone else here. "Oh my God," she said. "Max are you a virgin?" she asked, whispering the word. I looked down at the table and dumbly nodded my head, not daring to give her eye-contact. Never before had I felt like such a loser in the face of a gorgeous woman. 

An awful silence stretched out between us, neither of us knowing what to say, but then Cath broke that silence with more questions. "Would you like to lose your virginity?" she asked. 

"Of course," I admitted, perhaps a little too quickly and keenly. She did a cute little giggle and I had the sudden horrific thought that she didn't take me seriously, that I was a laughing stock to this woman. "It's not funny," I said grudgingly. 

"Max, I'm not laughing at you, relax. Look, sex isn't the be all and end all, there will be someone out there for you."

"Easy for you to say, you married young. You found someone when you were eighteen," I rebuked in a sulky tone. 

"My parent's found someone, I didn't have a heck of a lot say in the matter. It was 'Cathy, your father's work colleagues son thinks you are very pretty. He wants to ask you out. Go along, it could be good for us.' That then turned into 'Cathy, Dennis wants to marry you, say yes it will be good for you and the family.' I said yes without fully thinking it through. But I liked Dennis a lot so I said yes. It sounds stupid but to me, love and marriage didn't always go hand in hand. My parents had married because it was what their families had wanted, so I thought it had to be the same with me and my sisters. I grew to love Dennis of course," she said. "But you know what?" she asked, an impish grin on her face. 

"What?"

"It took us two weeks to consummate the marriage," she said, laughing. I gave her a questioning look, not following. "Dennis was a big man; tall and muscular with broad shoulders, unlike his brother who was beanpole thin and lanky. Dennis was a big man. I was scared of him. I was so tired on our wedding night that I fell asleep, so nothing happened. On our honeymoon, we argued most of the time and we didn't share a bed for most if it because of the fights and the fact that I was scared of him. When we returned to his house, my new home, I was scared that I had upset him and he would be angry with me forever. He tried to initiate things with me but he was so rough and I was scared of him. It wasn't until he changed his tack and was gentle that we consummated our marriage, nearly three weeks after marrying," she explained, laughing. Her face had taken on an odd look of wonderment and I knew that she was reminiscing about the past. 

"So I should find a young bride, wait three weeks and then sleep with her?"

Cath smiled. "If you like, but that is the difficult way of doing things." She wiped a tear of laughter from the corner of her eye and finished her cup of coffee before standing up and collecting her bag. "You need to find someone willing to teach you."

"A teacher?" I questioned. 

"What are you doing tomorrow afternoon?"

I tried to think but my mind was racing with possibilities, wondering if she was really suggesting what I thought she was. "M-my last class finishes at three," I said, tripping over my words. Cath reached into her bag, tore a piece of paper off her notepad and scribbled something down. "See you tomorrow Max," she said, winking at me as she left. I waited until she had left the coffee shop before reaching across the table to look at the piece of paper. On it was written an address. I tried to process what was happening. I sat there and thought this through, coming to the conclusion that I wasn't crazy, and that Cath had invited me over to her apartment tomorrow, possibly to have sex.

It felt like a long time until the next afternoon finally rolled around. It felt as if a lifetime had passed between meeting her for coffee and then me catching a bus to go to her apartment block. I was shaking as the man in the lobby wanted to know my business before he let me upstairs to go to the fifth floor to see Cath. I was nervous but also very excited. Was I really going to sleep with such a beautiful woman? Was Cath really going to guide me into the world of sex? My mind was racing with questions as I walked down the corridor and then knocked on the door. 

It didn't take Cath long to answer, a big smile on her face, her pretty blonde hair tied in a messy bun on top of her head. She ushered me into her apartment and I took a seat on the sofa and made myself comfortable. 

"So tell me, Max," she started, handing me a drink and sitting down opposite me in a much-loved armchair. "Have you had sexual encounters with these past girlfriends of yours?"

"Yes," I answered. 

"And? Give me details, all the juicy little bits."

I took a sip of my drink and placed it down on the coffee table in front of me and then settled down to tell Cath about my brief oral sex history. Cath listened intently, leaning in, her elbows propped up on her knees and interjecting every now and then. Within ten minutes I had discussed everything there was to know, with this woman about my romantic history. 

"So it never progressed past oral sex?" she asked. 

"Never. The girls never wanted to do it with me, they always dodged the subject whenever I brought it up."

"Girls can be like that, saying the have the intention to wait, that is until they start drinking or they move away from home and realize the difference between college guys and boys from their hometown. We do have something to work with, though, in regards to your oral experiences." There was a brief silence before Cath started talking again, and what she had to say shocked me somewhat. "Right, stand up and take your clothes off."

"E-excuse me?" I spluttered as I started coughing and choking slightly on the drink I had just taken. 

"C'mon," she said. "Stand up and take your clothes off. I want to see what we have to work with and what all these foolish girls are rejecting."

I stood up slowly and started to take my clothes off, being painfully slow on purpose. I could not believe that I was undressing in Cath's apartment. True it was a fantasy of mine but now that I was here, it seemed slightly surreal. My t-shirt and jeans were removed and pushed to the floor so I was standing there in just my boxer shorts. Cath put up a hand to stop me when I went to take those off also. 

"You have a good physique," she said after she had gotten a good look at my chest. "You've got the beginnings of good musculature, if you wanted to take up strength training it wouldn't hurt, but overall you have a good body. Take the boxers off."

I slowly slid my boxer shorts off and they joined the rest of my clothes on the floor. I stood there in front of Cath, nervous and shaking, but also a little aroused. Her eyes focused in on my lower half and I thought I saw the trace of a smile on her face. Did she approve of my cock? Did she like what she saw?

"Uncut," she stated. 

"Yes."

"Do you always shave? Or did you do it especially for this visit?" she asked, referring to the fact that my pubic hair had been trimmed and shaved down this morning in anticipation of this visit. The rest of my body was slightly tanned, while the area where dark hair had once been was paler. 

"I maintain things down there."

"Very nice," she replied, nodding her approval. She stood up and came over to me, taking my cock in her hand and giving it a friendly little tug, which made it harden slightly. She pushed the foreskin back so the head was exposed, and then ran the pad of her thumb over the tip. It felt great and I let out a sigh, approving her small, but good gesture. She then moved her hand up and down my shaft slowly and gently until I was fully hard. "You're a grower, I see," she commented. I didn't know how to answer that so I stayed silent, though a 'thank you' danced around my mind, however, I ignored this. "Seven inches? Seven and a half?" she asked. "Am I right?" 

"Nearing seven and a half, yes," I answered, giving her proper eye contact for the first since she had come over and started touching me. 

"Very nice," she said, repeating her earlier sentiment. She rubbed it a few more times and then got down on her knees, and, looking up at me with her pretty blue/gray gaze, she took me in her mouth. I let out a heavy sigh as she sucked on the head, flicking her tongue over the little hole at the tip and then swirling her tongue around the head. It was clear to me that she had a lot more experience than the girls in the past who had given me blowjobs. They were always so rushed with the task, whereas Cath seemed to relish the act, being deliberate with her actions and using her tongue to expert effect.

Laying her tongue flat against the underside, she started to take me deeper in her mouth, slowly working her head back and forth. I didn't know what to do. I suddenly felt very dumb just standing there and not offering her any support, so to speak. All the other girls had hated when I touched them or put my hands on their heads. I started by running my fingertips through Cath's soft blonde hair, grabbing a hold of the bun and seeing what her reaction would be. She didn't seem to mind the contact so I then moved my hands to the sides of her head and pushed her a little further on my cock. Again she did not seem to mind this, as the other girls had done. Cath even let me thrust my hips a few times, which I enjoyed very much. 

I especially enjoyed it when Cath made a tight suction with her mouth. This was enough to get me to orgasm, and I came in her mouth and down her throat. I felt my orgasm sneak up and me, and before I knew it I was cumming. I felt slightly disappointed in myself for letting loose as early as I had. If I had it my way, that blowjob would have lasted forever. I looked down at Cath and I saw that she had swallowed, which was enough to elicit a post-orgasmic moan from me. No girl before had swallowed, it was only something I had seen in porn. 

"Don't worry," Cath said, standing up and looking straight at me. "You're young, you'll recover quickly. There's still plenty of time for us to play." She smiled cheekily. 

Holy shit, I thought, this woman is incredible. 

"So, Max?" Cath asked, untying the drawstring on her linen pants and letting them fall, revealing a pair of plain blue underwear, but I wasn't fully concentrating on her undergarments, I was more focused on the fact that she was undressing right before me. "Have you ever performed oral on a woman?"

"Once or twice," I managed to answer. "A girl I worked with over the summer taught me the basics."

Cath pulled her tank top over her head and I saw that her bra matched the plain blue underwear, but again, that wasn't my main focus. "The basics," she stated, more so to herself than to me. "Show me then," she said as she unhooked her bra from behind. I watched as it fell away from her body and her round breasts bounced with the motion, the nipples large and dark. She was a very respectable C cup, and I thought of all the fun I could have with her boobs. 

She went and sat back down in the much-loved armchair, placing her legs over the sides of the chairs so I would have better access to her. She looked at me as if to say 'Come on, what are you waiting for?'

"Aren't you going to take your panties off?"

Cath laughed. "Oh, Max that's your job. Think of it as unwrapping the present. If someone gives you a gift for your birthday, they don't unwrap it in front of you and then hand you the box do they?"

"No," I answered, hating that I had asked what now seemed such a stupid question. 

"Well, it's the same for this. Take my underwear off, unwrap what I have underneath." 

I walked over to the chair, got down on my knees and slowly slid her plain panties off after she had so kindly moved her legs back so I could remove her underwear and unwrap her present. Her legs quickly went back to their prior position over the arms of the chair in anticipation of what was to come. I saw everything.I saw the little patch of dark blonde hair she had down there, I saw the slight moisture that had started to form, I saw her clitoris peeking through her folds and I saw how perfectly pink she was down there.

I breathed in deeply and then traced my fingers lightly over her clitoris and down to her little hole, and then back up again. I looked up at Cath to see what her reaction would be. Every part of me wanted to please this woman. I was looking for affirmation from her and seeking her approval. I wanted to do a good job. When I looked up I saw that her eyes were closed and her mouth was a perfect, serene little smile. Looking down her body once more I saw that her nipples were erect points and her breathing was shallow. I wanted to have this woman gasping and begging for release, so I mustered up all my limited prior knowledge and leaned in once more, tracing my tongue over her outer lips, feeling the soft skin beneath my tongue.

I moved my tongue from her outer lips and focused my efforts on her inner folds and her growing arousal. I flicked my tongue over her clitoris and I heard a sharp intake of breath from her. I did this again and again until I heard a moan. Trailing my tongue downwards, I ran it over her little hole a few times and then dipped my tongue inside. Cath arched her back and thrust her hips forward so I had better access to her centre. Placing the pad of my thumb on her clitoris and making small circles I started using my 'technique' that I had practised on other girls. It wasn't anything special, it was just the combination of my fingers on the clitoris and my tongue inside her. 

Using Cath's vocal cues I knew that I must have been doing something right, as she was slowly getting louder and louder and her breathing was deepening, turning into panting and moans. I was ferocious of my oral assault on her pussy, using my tongue with ever changing force, sometimes lightly running it over her clitoris and other times sucking on it or pressing down hard. I used my fingers as well to get this woman off, sliding them inside her and rubbing, other times moving her clit in small circles. Everything I could think of, and everything I had, went into getting this woman off and bringing her to orgasm. I wanted her to cum from my touch, I wanted to feel her shake and hear her moan. 

"Don't stop, don't stop, don't stop," I heard Cath say in a breathless voice, her hands on my head, directing me. She moved my head so that my mouth was on her clitoris again, which I sucked while I fingered her, sliding two fingers inside and rubbing. "Right there," she moaned. "Right there, right there."

I sucked harder on her clitoris and I was rewarded with the sound of her moaning loudly, my efforts paying off. I continued sucking and fingering through her orgasm, her body shaking and her hips rolling, until I once again felt her hands on my head, pushing me away from her. I had done what I set out to do, and I was proud of myself and my efforts in making Cath cum. Never before had I wanted to please a woman so badly, and now that I had, I was feeling good, as I was sure Cath was as well. 

"Oh...my........GOD!" Cath breathed, sitting back up in the seat and crossing her legs modestly, though why she was behaving modestly now, was beyond me. "For a beginner, you show good skill," she said. If I was feeling good before, I was feeling even better now. Not only had I made Cath cum, but I had earned her praise. I was ecstatic. "You have a natural talent it seems," she said. A cheeky grin formed on her face and my cock throbbed in anticipation of what more she had planned. She stood up and came near me, pushing me back gently until I fell onto the couch. "Now let me show you one of my talents."

She knelt astride me and we kissed passionately. As we kissed she grabbed my cock and rubbed it, bringing it back to full hardness. Then it happened. What I had been waiting for since turning sixteen. What all my friends had been bragging about and telling me was the greatest thing in the world. Cath moved herself upwards slightly, and then slowly sank down on my cock. 

"Oh fuck," I whispered. Cath smiled at me, a mischievous sparkle in her blue/gray eyes and she took me all the way inside her. She felt warm, soft and snug around my cock. I had never felt anything like it before, but it was incredible, and from that moment, I knew I was in the midst of a life-long addiction. She sat still and kissed me softly, looking deep into my eyes, then she made movements with her hips, gyrating them on my lap and grinding into my cock. 

I was in heaven. I sat there in bliss as a gorgeous woman was riding me, moaning and swearing. I didn't know what to do, I didn't know if I should help out or just sit there, so I decided to grab her tits and play with the hard nipples, rolling them between my fingers, pinching and squeezing them. As I did this I was suddenly very aware of how good it felt to have Cath riding me. 

"I'm gonna cum," I told her, hating that it would be over so quickly. I had wanted to last a lot longer, but it all felt so good and it became too much for me. I came deep inside her, letting out a loud groan as she milked my cock. 

She kissed me as I started to go flaccid inside her, and then she shifted off me and flopped down on the sofa beside me. "How was that?" she asked me. 

"That was...........well I'm speechless. I can't find any words to describe it," I replied, trying to make my brain work, but I was a mess, both physically and mentally. "Incredible," I said, finally deciding on a word. 

"It get's better," she smiled. "That was just the beginning." She grabbed my cock and gave it a little squeeze and I felt it pulse. "And you're young, so you'll recover quickly, which is good seen as there is more learning!" 

Author's Note: Thanks to Colorado_Daddy for suggesting the idea for this story.