I was having a banner day at the apartment complex pool. The day was clear and hot and Seraphine was there with some friends. Seraphine was a 34 year old with a nice round butt, full natural breasts and a perfect tan. I had gotten to know her from our mutual time spent at the pool. I liked being at the pool when she was there not just to watch her climb out of the pool but also because she talked to me like an adult. It may have been because on most days we were the only two there.

I was only a goofy 16 year old kid but Seraphine would talk to me about her problems at work, her plans for the weekend and how she couldn't find a good guy. Her conversations could get a little boring but the view kept me there. I had full visual access to her body while my eyes were hidden behind my sunglasses. I loved when Seraphine would lay on her belly tanning her back giving me an unblinking voyeurs freedom to take in ever detail of her. Her wet hair folded up to reveal her long thin neck, the pool of water that formed in the small of her back and the outline of her womanhood that I could make out through her swimsuit bottoms.

Today she didn't have much time to talk with me, she had three of her girlfriends with her. Seraphine and her friends had been at the pool for a couple hours. Seraphine's friends were both pretty girls but I kept my eyes on Seraphine. The ladies were indulging themselves with frozen cocktails, music and laughs. I stayed transfixed on Seraphine, watching form my corner in the shallow end. Waiting for the short moment when I would get to see her get up to get in her cooler or unclip her hair and readjust it.

"Paul, come here," Seraphine waved me over.

I swam to the side of the pool where they were seated and lifted myself out of the water. Seraphine rose to meet me, cocktail in hand. She threw her arm over my shoulders and gave me a kiss on the cheek. "This is my buddy Paul. Say hi to Paul."

"Hi Paul..." The girls greeted me. It was clear that their cocktails were doing their job.

"This redheaded beauty is Heather and this girl with the big boobs is Nadine." Seraphine pointed her drink at the girls as she gave her introductions.

"Would you like a cocktail, Paul?" Heather inquired with a wink.

"He's not old enough silly! Do you want to get me thrown in jail?" Seraphine interjected.

"Well, we can make him a virgin!" Heather debated.

"He already is!" Nadine jested then shared a breathless laugh with Heather.

"Ignore them, Paul. Will you help me carry my cooler? I need to get some more ice and mix some more drinks for these witches." Seraphine grabbed one handle of her cooler and rolled her head at me to grab the other side. We started towards her apartment with as Heather and Nadine were still collecting themselves from Nadine's quip.

Seraphine unlocked the door to her apartment and swung the door open. We carried her cooler into the kitchen. The air was cool in Seraphine's apartment and my skin goosepimpled. Seraphine's nipples were pushing out against her bikini top as she started gathering her ingredients around her blender. She filled the blender with watermelon, lime and tequila."I hope my friends didn't embarrass you, Paul."

I looked down at my feet. "I'm OK I always get nervous around girls it doesn't really matter what they say."

"Well you don't get nervous around me?" She powered on the blender and created a pink tornado. I've know you for two months now. You're sweet, you're always willing to help me out, you listen to all my boring stories and you're a good looking boy. You don't need to be nervous around girls.

My face turned red. "What's bothering you, Paul? Is there something I can do?"

"It's just that..." I swallowed hard. "It's not cool to be a guy and a virgin."

Seraphine walked out from behind her kitchen counter. She was staring empathetically into my eyes, she placed her hand on my cheek. "Well, we can't have you not being cool." She lightly ran her fingernails across my chest and leaned in to kiss me. She kissed me softly in different spots on my lips then she licked my lips and forced her tongue between them. I started kissing Seraphine, not knowing if I was doing it right or not. I had very little experience with girls and none with a woman. As Seraphine began untying my drawstring her hands were inadvertently rubbing against the throbbing inside my trunks. Satisfied with her effect on me, Seraphine's lips stretched to a smile, hardening her kiss. She pulled my trunks over and past my erection and pushed them down my wet hips. I shivered from the cool air and excitement of being completely exposed in front of this woman. Seraphine continued to excite my skin with her fingernails while we kissed, pressing my erection between our bodies.

"We are going to like this, Paul." Seraphine winked as she lowered herself to her knees. Kissing her way down my body, caressing my sides and squeezing my young, tight, legs and butt.

She kissed the tip of my excitement and rubbed her wet lips down to the base. Seraphine's warm breath reminded me of how close I was to her mouth.

The contrast of the cold apartment air on my body and her breath caused me to shake harder. She kissed and licked her way back to my tip, her lips kept a tight fit around me as they lowered onto my arousal. I tried to freeze time as I watched myself disappear into her mouth. Seraphine looked up at me as she started a slow rhythm sliding me in and out of her hot mouth. This was the first time I had been given this wonderful gift and it was more than I had imagined. My erection was tightening, my seed was stirring and starting to prepare for my finish. Saraphine took all of me into her mouth and paused there.

"Huh uh," She slid from around me and wiped off the sides of her mouth with her fingers. "Not yet, Paul. You're still a virgin, remember?"

Seraphine stood and turned her back to me. She gazed back at me over her shoulder. "Undress me, Paul." I shook as I reached out for the strap to her bikini top and unfastened it. Seraphine slid the top forward, down her arms and let it fall to the floor. I knelt down on one knee behind Seraphine and began lowering her bottoms. I had dreamed of what lies on the other side of this material all summer, now I would get to know how accurate my dreams were. My jerking erection absolute ached from this tease. I slid her bottoms to the floor and she stepped out. Her bottom was perfectly round and tight. I pressed my mouth to her as she peered back over her shoulder at me. My hands darted across the contours of her body as Seraphine turned to let me see what made her a woman. She had a small patch of soft black hair above her thick lips. Seraphine hooked her right leg over my shoulder.

"Taste me, Paul."

I put my hands on her perfect backside and I pressed my mouth into her. I was not experienced so I let my tongue explore every fold and texture to find what Seraphine wanted. After I had felt and tasted everything she had I went back to the spots where she had pulled my face into her or where she had moaned out how good that felt. Seraphine played in my hair, sometimes running her fingers through it and at other times pulling me toward her. I was determined to make this woman cum on my mouth, I wanted to taste more of her; I had to taste her. She gasped for air and rolled her hips as my hungry mouth chased my marked spots. The leg she had draped over my shoulder tensed and her toes dug into the carpet. She reached out for the wall to help steady herself and Seraphine called my name, rubbed her breasts and climaxed for me. Because of me!

She dismounted my shoulder and pulled me to her for a deep kiss.

Seraphine led me by my pinky into the living room. She laid down on her back and pulled me into position on top of her. She slid her arm down between us and grabbed the instrument that would erase my virginity. She placed her other hand on my back and pressed me toward her. My erection throbbed and pushed back against her walls as it made it's maiden voyage. Seraphine squeezed me toward her until are bodies were pressed tight. She held me there, kissing me, rubbing my butt and back. I was as far as I could get inside her, I could feel the heat coming from us, inside out and I no longer noticed any cold air in the apartment. My aching grew as I slid back the way I had just come in. Seraphine felt incredible but I knew this moment would not last long. I moved slow at first, I did not want this to end too soon. I did not know if I would ever be back here again. However, no matter how slow I went I could feel my climax swelling quickly. I increased my pace to aid in my own aching release.

"It's OK. Keep going. I want you too." Seraphine was studying my face as I built towards my moment.

I was pushing and pulling into Seraphine like a horse jockey racing down the stretch when I started filling her with my fluid. I could feel our bodies getting wet splashes from our juices overflowing from her opening. I kept cumming 10, 11, 12 contractions, I kept pushing into Seraphine over and over splashing our juices. We were noisy, wet, I was still hard and still cumming. Seraphine's nails began to dig into me and her face told me she was going to soon join me in orgasm. I pushed into Seraphine faster.

"I want to see you cum, Seraphine!" I huffed as I was trying to control my breath through the sprinters pace I was keeping.

"Don't stop, Paul! Don't stop!" I continued my assault. Seraphine licked her lips and whimpered. She pawed at herself and me, she smeared the wetness from between her legs and stomach onto her chest and my arms. She convulsed as I kept pushing in and out of our wetness. Seraphine let out a roar and arched her back then dropped back down to the couch. She pulled me down to her and wrapped me up tight. We lay entwined catching our breaths together, touching and kissing softly. I felt myself slide out of Seraphine as I softened, our warm fluids ran along our legs and down between us.

"Will this ever happen again, Seraphine?" I was already anxious to see her again and I hadn't left her yet.

With a refreshed smile Seraphine kissed me. "It's gonna be a long hot summer, Paul."