You will never guess who one of the most influential guys in my early adulthood was.

Not my dad, oh he was of course, but not in this way. Not a teacher or a coach. Not a man of the cloth.

No, it was a guy named Bill who worked at motel on the outskirts of town.

And I would not have met Bill if it wasn’t the result of on of these “guy to guy” conversations with two of my friends, Jake and Charles. My buds were noted for their ability to snake out the girls, especially when they were pretty much done with the books until college.

Jake had allegedly bedded several 18 and 19 year-old girls, including the head cheerleader (“I know exactly why she’s the Head cheerleader,” the 19-year-old would say). Charles wasn’t as prolific as Jake, but he had bedded a couple sought after girls.

On the other hand I had yet to lose by virginity. Oh, I’d had several midnight grappling sessions, begging to do the deed, to no avail. The closest was Stephanie, who let me rub off against her leg and Allison who gave head with the worst of them. Really. She’d sort of jerk me while licking a little and moving her head away when I shot my load.

But as the saying goes, there’s never a bad blowjob.

Then Melissa entered by life, a girl who was hot to trot. She was known to be a great date, adventurous, and playful when “parking”. Just 19 she was ready, willing and able to screw, but the fact that we had been nearly caught by her dad in their basement, just minutes before intercourse, put a bug in her head that maybe it wasn’t to happen between us.

On that afternoon, everyone was supposed to be out for hours. Dad, however, forgot something and came home, finding Melissa and I in our underwear on the basement couch. She got grounded, I got the belt from my dad when her parents called mine, and a relationship was nearly lost when my parents told her parents what a hussy they were raising.

We had to cool it for a few weeks, but we would still see each other at school, after school (I had to drop her off several blocks from home) and at sporting events. We weren’t allowed to “date” any more but of course we did. Just didn’t get into any more compromising situations.

Not that we didn’t want to. We were always sneaking make out sessions, but nothing too serious other than the time she jerked me off in the car near her house or the wonderful blow job I got after one of her track meets. She skipped the bus ride in favor of my car, and we stopped at a roadside park.

We walked around the lake, and made out for a while before Melissa dropped to her knees and told me to hurry. With her mouth working overtime, I had no problem following her orders. Her head bobbed on my cock while I made sure to look around for unwanted observers.

Melissa was very enthusiastic about her cock sucking. She had a practiced mouth, and knew how to bring me off quickly. That first time couldn’t have been three minutes from my unzipping my pants to blowing in her mouth.

Another attribute was she liked the taste of cum, so much so that she’d swish it around in her mouth before making a production of swallowing. Oh yes, this girl was practiced with her mouth. But, nothing further. Her brain just turned off, said “NO!” at the thought of having sex.

I begged and cajoled but she wouldn’t chance getting caught and having her parents totally fly off the handle. They said they’d kick her out of the house, and for that matter, not pay for college if she was caught doing it.

On one hand I was disappointed, but on the other her hand jobs and blow jobs were simply excellent. Still, by friends seemed to be getting laid, especially Jake. He was a chick magnet and always regaled us with stories of his conquests. If only the girls knew what he said about them!

One afternoon Jake was telling Charles and me about his latest conquest, Jackie the cheerleader.

“Wow, she’s awesome, she’s great between the sheets,” said the lucky guy. “She likes doing it in different positions, even from behind. I screwed her over her parent’s kitchen table and with some luck I think next will be over their pool table. But that’s only when we know we will have the house to ourselves. No chances there.”

Along the way I asked how he evaded getting caught, having been walked in on myself and knowing that his parents were as strict as mine.

“My cousin Bill is a big help,” explained my friend. “He works down at the Capri Motel and he’s always willing to give a Heritage High guy a break for the right incentive.”

That got our attention. Incentive?

“He’s a horn dog from way back. So I send him referrals and he gets us discounts.”


“It’s simple. He doesn’t make all that much, barely above minimum wage. So the deal is that you get the room for half price for a couple hours, he or his girlfriend cleans the room himself and the boss doesn’t know, and pockets the rental. Plus he doesn’t check id, record it anywhere. Basically $25 bucks for a couple hours of solitude as long as you don’t make a mess of the place so it can be cleaned fast.

“He takes $50 bucks when you get there, but gives back half if you don’t wreck the room…and….”

And what?

“Well, you have to keep the shares open in the back, he likes to watch.”

Admit it, you are as shocked as I was. The guy was a peeping Tom, a perve of epic proportions. And apparently his girlfriend goes along with it, sometimes watching herself and sometimes taking are of him while he watches the action inside.

“But what about the girls, don’t they freak out when they are caught?” I quizzed.

I remember accidentally catching my sister Kristen giving a blow job in our basement. It was a complete surprise, as I was working out back and glanced through the barely open shades and detected movement and later groans. That caught my attention, and thinking something was wrong I looked inside, only to see the movement was Kristin’s head and the groans came from her boyfriend Mark.

Stunned, I dropped the bag I was carrying, which sent sand everywhere and startled the two lovers. An embarrassed Kristin called me a pervert and said she was going to tell our parents, but I reminded her of what she had been doing and we had a stalemate. We both kept quiet.

“It’s up to you to make sure the girls don’t notice,” advised Jake. “It can be done, and it’s worth it. Those beds are comfortable and the way the room is configured as long as the girl isn’t looking directly at the back window you are in the clear. I mean, they aren’t obvious about watching. You won’t know they are there.”

My ears were stunned, my brain too. The guy was watching Jake and apparently a couple other guys he referred actually do their girlfriends. They didn’t are, because they got to show off and have a great time and only had to throw a few bucks Bill’s way. He made out well in the wallet and mind. Damn, he got to see some real action.

I told Jake how to set something up, because I wanted to get Melissa alone.

Jake took me to meet Bill the next afternoon. He was actually a nice guy, not some perve looking jerk. A seemingly normal guy, actually. We spoke for a half hour beating around the bush before getting to the issue at hand.

“Look, you are Jake’s bud, so you are my bud,” said Bill. “I’ll cut you a break, $20 bucks for the room, but you have to promise not to trash it. No condoms thrown on the floor, No messes. Just do what you want on the bed, get in and out so to speak.”

“And will you?”

“That’s part of the deal. We — my girlfriend and I —- like to watch. You won’t know we are there, but you have to leave the shades open. Got it?”

Nodding my head, I was enticed by the opportunity. What Melissa didn’t know wouldn’t hurt her!

He had me sign a document that essentially stated I was in full knowledge of what he’d be doing, so that if Melissa found out and complained I’d be equally on the hook. Sounded like a fair trade. I was finally going to get in her pants without fearing being caught by her parents while showing off for someone as well. I could handle it, as long as I could get Melissa to agree to the rendezvous.

The next day Melissa and I met after class and after a little make out session in the car I proposed we visit the motel that weekend. She was reluctant at first, but after a bit gave in.

Turned out her parents were heading to an afternoon cocktail party and weren’t expected back until evening. We had to do some planning but the good news is Melissa wanted to get together in private as long as it wasn’t at her house. She couldn’t chance being caught in the act, especially since her older brother was home from college.

The thought of being able to do it without a chance of getting caught by our parents meant a lot to her. I thought of catching my sister and pointed out with a straight voice out the motel was secluded and safe.

She agreed and I knew I was going to finally get laid!

Melissa and I couldn’t wait for our date.

Each time we spoke the intensity of our emotions grew. When we saw each other we’d whisper naughty thoughts, sneaking kisses away from prying eyes when we could. Saturday morning she called and said our date was on, and I gave a silent cheer.

We met in the Mall parking lot and she slipped into my car with a big grin on her face.

“Want to go to the library and study?” she mocked.

I said something about studying but not at the library and started the drive to the outskirts of town and the Capri Motel.

Driving up I realized how cheesy this all felt, but it was a great opportunity and, well, my dick was thinking about how it was finally going to get laid. Parking in front of the office I entered and was greeted by a young girl. Flustered, I mentioned something about a room and she quoted me $65.

I stammered something about Bill and she cut me off. “Oh, you have a reservation? You are just passing through and need to rest for a while….he mentioned it before he went over to the store. Here you are, room A7. I hope you find it comfortable. It’s at the end of the row.”

Totally embarrassed by the situation, I gave her a twenty thinking she’d laugh, but she merely said her thanks and directed me to park at the end of the wing near the room. “Leave the key in the room when you leave….uh, you don’t have to come back up here to the office…”

Thank goodness I wouldn’t have to face her later in the day, after she’d probably seen me in all my glory. It was so uncomfortable talking to a girl who soon would see me doing my girlfriend.

I exhaled a deep breath walking to the car, as I wondered if I’d be able to perform not only in the sack with Melissa but in front of the cute front desk girl who was most likely Bill’s girlfriend.

We cautiously drove down toward the end of the building and looked around and didn’t see another person or car near us, entering the room and shutting and locking the door.

Befuddled, I didn’t know whether to jump on Melissa or what. I mean, we were there for sex, but she wasn’t a whore or anything.

Melissa took control. “Let me freshen up,” she said, kissing me then moving to the bathroom as I watched her behind sway. I walked around and looked out the back window, thinking that it was possible that someone would soon me observing us like visitors to the zoo watch the animals.

The back of the motel was secluded, lots of trees, and bushes near the windows.

A few minutes later Melissa reentered the room wearing a blue baby doll outfit that made her look adorable.

We embraced and my hands made their way to her ass while we kissed in the Spartan room. There was the bed, a cheap chest of drawers with a mirror above it and a television mounted in the far corner. A couple lights and a bed stand and that was that. It wasn’t much more than a place to sleep, but that’s not what I had in mind.

Melissa’s ass felt wonderful, the fabric soft against by hand made more exciting with what it covered. I slipped that nightie up and felt her panties, and knew soon I’d have them off. On one hand I wanted to rush and bang her before she changed her mind, but on the other I wanted her to remember this afternoon and make it the first of many. We merely stood, felt each other’s body, and made out without the need for hurry.

After what seemed like an eternity, I began to push her toward the bed, but remembered we might be watched. I didn’t want her to lift her head and look out the window and see someone, so I moved her to the foot of the bed and pushed her back onto it.

It was a fall I’d learn to love, one she took many times that summer.

In this manner her head was facing the wall toward the next room and the mirror, but actually she’d be hopefully looking at the ceiling or better yet have her eyes closed.

I lowered my head to her midsection and began kissing her thighs while reaching up and playing with her breasts. Soon I was kissing her panties, licking around the elastic openings. I cautiously lowered her panties and marveled at her snatch. She had trimmed around her pussy but still had a heavy black thatch of hair above it. It was nothing like I expected, but then, I didn’t have much experience what pussies looked like except in magazines or on the internet.

Reaching down, I spread open her legs and bent my head toward her. I fingered her a bit, and soon transition to licking her soaking wet pussy, tentative at first but soon lapping her core like a cat to a milk bowl. I held her ass while I licked her pussy, moving my tongue up and down her slit and alternating that with dipping it as deep as possible inside.

Taking inspiration from her moans, I knew I was doing something right and I realized I was humping against the bed while licking her snatch. “Don’t stop,” was her command as I started to rise from her.

Diving back in, I licked with passion. Not just licked, but moving my tongue around and slowly slipping it into the hole.

As Melissa urged me on I licked until my tongue hurt and then started rubbing my nose against her slit. It was an awesome feeling, as her wetness was startling. I hadn’t realized a girl could get so wet down there, as she was soaking the bed sheets and my face.

Fingering her clit (“Yes, there it is, yes?”) I kept licking and enjoying the sounds from above my head. Her midsection was pushing against my mouth, fucking it actually. I loved the feeling but not as much as her, as she began bucking up against me and soon was moaning out.

“Oh my, Oh yes!” called the girl. “Suck me, do me, oh I love it. YES!…YES!…..YEEEESS!.”

I held on for dear life as the girl assaulted my mouth. She bounced and wiggled against me. My hand was just holding on to her ass, as it was doing all the work as she thrust against me. One of her hands came down to my head and pulled me closer to her pussy, allowing the face fuck to really happen. It was as if we were glued together.

Soon she went limp. I kept licking, slower, but soon she pushed me away.

“No more, no more, that was awesome,” commanded Melissa, gasping for breath. “You are amazing! That was incredible. That was the best ever.”

I slid up her body and planted a major league kiss, and we locked lips for several minutes as she luxuriated in the aftermath of her orgasm. I was equally mellow, feeling like a million bucks for accomplishing a goal of making the girl feel tremendous.

As we kissed I thought of how easily she had taken my mouth to hers, with no thought of the pussy I’d been eating.

Thousands of thoughts went through my head. Melissa felt wonderful, and I continued to lightly stroke her breasts. I casually looked around and didn’t see any spying eyes, so I calmed down a bit that we’d be “caught”. Every time I had looked there was nobody there, so they were cautious too.

We snuggled for a short bit, I held her close, her back toward the window. It was so hot holding her close, playing with her ass. I moved my hand to her pussy but she said it was too sensitive to touch…so I just placed my hand between her legs.

Melissa laughed when I asked if it had been worth the wait. “No, we should have done this before,” said the girl with a smile. “But, wow, the wait didn’t hurt anything did it?”

But enough waiting was soon overcome with waiting too long. That first I needed this girl right away. And she needed me from the way she directed me onto my back. “I want to fuck you, I want you inside me now.”

Reaching over her, I grabbed a condom, struggling a bit, but soon rolled it onto my cock. It was time.

Sliding back onto the bed, I watched as the girl threw her leg over mine and mounted me. Melissa matter of factly began to control the action as soon her pussy engulfed my dick. I knew she wasn’t a virgin, but she sure seemed experienced. At least she knew what she wanted, and that had me quickly balls deep.

Scooting up a little on some pillows, I watched in the mirror as her head came in and out of new. From the angle I was at I couldn’t see any more than that, so I’d alternate that view with the one in front of me of her bouncing up and down on my dick.

Reaching up, I played with her tits as she rode me hard. Her nipples were clearly excited, protruding like little erasers from a new pencil. We were rocking together, although she was more like a bucking bronco than a lovemaking partner. Her eyes were closed and she moaned as she enjoyed the ride.

Melissa had taken control of the action, using me as I lay there, holding on. It was an incredible feeling. Her pussy was perfect for my dick, riding me and bringing me higher. I had to caution her that I’d soon cum if she kept up her actions.

“That’s okay, Rob, I’m close….very close. Keep fucking me, keep fucking me!” I wasn’t sure who was fucking who, because she was controlling the action and I was trying to keep up.

Suddenly, I felt it. I didn’t have a choice. I was going to cum.

“I’m gonna cum Melissa, I am going to cum. Yea, YES. YES!”

I did it, I fucked her fast and furious. Oh it was hot. My dick was twitching and Melissa kept scrunching down on my dick. I heard her moan and her face was contorted. Almost as if I was hurting her. She kept the stroking action with her cunt while my cock began to come down off its orgasmic high.

Slower and slower she banged me, until we both held on to each other for dear life as we didn’t want to disengage. She kissed me, softly, mouthing how wonderful it was. I caressed her head, kissing back, holding her ass with my other hand.

We rolled side by side, me still in her, and she closed her eyes. I don’t think she nodded off, but she was limp in my hands. We luxuriated with each other for a few minutes before she quietly said, “That, sir, was awesome. You are a great lover.”

What could I say?

I told her how she felt unbelievable, that it was the best feeling ever.

After a bit she told me to carefully take off the condom, which I did. I remembered to put it in my pocket, not the trash, as I wanted a souvenir of this coupling.

She ordered me over and cleaned my cock with her mouth. I couldn’t believe she’d mouth the scum off me but she did. I was learning more about this little minx by the minute.

Glancing at the clock, I noticed we’d been at it less than an hour, and wondered what the protocol was in such situations.

“Are you done with me? Are you in a hurry?” said the girl, smiling so I knew she was laughing. “I have this itch, see, that still needs scratching….”

Wow. Miracles never cease with Melissa.

Holding her close, kissing, I slid my fingers down to her snatch. Still wet, still lightly trembling. I fingered her pussy once more and didn’t give a though to who might be watching.

Her lips worked magic on mine, and soon I was aroused. She noticed.

“Is this for me?” she coyly asked, gently stroking my cock.

“You bet, honey, lie on your back.”

All characters are at least eighteen years old. Thanks go out to musicloverxo91 and boheminxen for their editorial assistance.


They started French kissing causing both to start breathing heavier. After a time Holly felt Billy’s hands start sliding and caressing up and down her back eventually coming in contact with the soft curve of her left breast. He continued until her entire breast was covered where he started gently massaging causing the nipple to become erect and Holly to moan and push her breast deeper into his hand.

Billy’s hand skimmed to the top button of her blouse to unbutton it and as he did not hear any protest continued downward until he reached the waist band of her skirt. Billy broke the kiss to pull the top from the skirt, unbuttoned the final two buttons and opened the blouse to remove it from Holly’s shoulders and body. He took the blouse, folded it and placed it near the bag containing Holly’s safe skirt.

When he turned back toward her he saw she had her hands behind her back. To his surprise she unhooked her bra, shrugged her shoulders and let it fall displaying her beautiful breasts to his eyes.

“What the…?”

“I figured this will save some time as we don’t have all that much tonight. Now come over here so you can play.”

Billy moved as if in a trance, ‘I don’t know what has gotten in to her, but I hope it will be me shortly.’ He reached out taking both breasts gently in his hands. His fingers supported them on the underside while his thumb slowly traced around the aureoles. When he flicked over her nipples, Holly let out with a moan and pressed her breasts harder into his thumbs. Her breathing quickened. ‘Oh! He’s making me so wet and hot…We better take it down a notch,’ thought Holly.

“Fun time is over for you, now it is my turn,” she said as she reached for the hem of his polo shirt and started pulling up toward his head. Billy smiled and raised his arms to help her. Once she removed the shirt, placing it near her blouse, she removed his shoes and socks, leaving Billy in his jeans, but not for long. Holly unfastened the belt and button, pulled down the zipper and slipped them down his legs. Billy raised his feet separately so she could remove them and they joined the other clothes in the pile. Now the only separation between them was his briefs. Holly could plainly see his arousal and removed the last obstacle; his dick popped loose rapping against his stomach and stood proudly erect.

‘It’s huge! No way would it fit inside of me… not that it’s going to happen, anyway. But I may as well enjoy what I can.’

Holly wrapped her hand around his cock and started slowly pumping up and down the shaft, eliciting moans of pleasure from Billy.

“You remember what happened last time. Why not give me a blow job.”

“I’m game, but you know I’ve never given one so you will have to tell me what to do and what makes you feel good.”

“Keep your hand at the base as you have it now; slowly lick the underside until you get to the head.” Holly did as instructed and she could have sworn his pole jumped: although, as there was a moan emanating from Billy, she guessed she did it right. “Place your lips over the tip and slowly slide your mouth down.” Holly did as instructed and brought a gasp from Billy; “Now pull back to the tip repeating until you get a rhythm” Again gasps came from Billy. “Now use your tongue and move your hand the opposite of your mouth.”

Holly followed instructions, and received no additional instructions as Billy started moving his hips in cadence, moaning louder. “Baby, I’m going to come soon. I suggest you take it in your mouth or there will be a bigger mess than last time.

“Ummmm,” was Holly’s response as she continued her ministrations in a more rapid manner.

“Arrrrgh,” exclaimed Billy as he came. He exploded in her mouth and she continued sucking and swallowing until all was gone. Her mouth on the tip resulted in Billy almost collapsing with the intense pleasure he was experiencing. “That is the greatest blowjob I’ve ever received!” he stated. “If that was the first time, you are a natural and will win any blowjob contest on campus.”

“You’re just saying that to get in my pants, but in this case flattery will get you nowhere,” she said with a grin. “You really think I was that good?”

“Holly, I am serious. You have a special talent. Now lay back so I can give you some pleasure.” Holly lay on the mattress, “I said you are not going to get any farther than last time and I meant it.”

“You should know by now I will not do anything you don’t want. I only ask you to relax and enjoy the ride.”

Billy lay down beside her and took her into his arms, kissing her deeply. Their tongues were dueling as his hand encased her left breast, gently squeezing, kneading and caressing. He took the nipple between his thumb and index finger, gently rolling it and then pulling out. This caused it to elongated and stiffen even more. He repeated this with the right breast with the same results. Holly was beside herself, letting him know her pleasure by her moans.

He replaced his hand with his mouth, going over the mounds respectively eventually he took a nipple and sucked gently to be rewarded by a longer, stiffer nipple, which elicited a major moan from Holly, along with her pushing into his mouth.

Meanwhile Billy had placed his hand on her thigh, lightly stroking as he slowly moved toward the ultimate target. He met no resistance and she even opened her thighs to make his path easier. Billy could not believe his luck.”I may completely thaw the Ice Queen tonight.”

He reached his goal, rubbing against her pussy through the panties. “She is extremely wet,” he noticed. He continued caressing her until moving to the waistband. Hearing no objections, only moans of desire, he slipped his hand under the panties, going through her curls to her pussy. He traced the puffy, slick lips and slid the middle finger into her slit. His thumb caressed her clit. Holly was going wild, moving her hips in time to his caresses. “I think she is ready.”

Unfortunately, as he took hold of the top of her panties in preparation for removal, the cell phone alarm went off breaking the spell.

Holly realized where she was and wasn’t too happy with his hand in her twat. “Billy, what did I tell you? I know I really was enjoying it, probably too much, but we have to get home. Please hand me my clothes.”

Billy reluctantly complied and was shocked when he handed her clothes to her to see she had removed her skirt. “I thought we were done as you have to get home.”

“No, silly, I have to take this skirt off to put on the other one. Anyway, you had your hand in my pussy. Now let’s get dressed and let’s go home. Holly put the short skirt in her large purse as Billy raised his eyebrows. “Now you know why I brought this purse that you were giving me such a hard time about.. I didn’t want the skirt to get wrinkled is why we brought them to you yesterday. I will wash it sometime when I am home alone and I have a place to store it where my mother will not find it. I doubt I will wear it again until college.”

“You will drive every stud on campus crazy with that skirt. I saw a lot of your panties tonight.”

Holly blushed.

A little later, they were parked in Holly’s driveway.

“Billy, I really enjoyed this evening. I hope you weren’t kidding about how you felt after the blowjob. I think I like it.”

“You are great and I can’t wait until you do me again. Here, take this mint,” as he handed her an Altoids, “so your parents don’t smell anything. You know they’re still up.”

“Thank you.” Holly said as she started opening the door. “We better get out as I doubt being in the driveway counts. I must be in the house.” Billy scrambled around to finish opening the door and they walked up onto the porch. They had a long deep kiss with Billy getting a few gropes of her ass cheeks when the porch light flashed on and off.

“I better go. See you Monday,” Holly said as she opened the door and went into the house.

Billy stood there for a few seconds, pinching himself to make sure he wasn’t dreaming. “I had my finger in the Ice Queen’s pussy!” he smiled as he got into his van.

As Billy said, Holly’s parents were still up. “How was the concert, sweetie?” her mother asked.

“It was great, but some of the bands appeared to have come right out of their garages. The others were really good and some may make the big time in a few years.”

“I’m glad I didn’t have to have a talk with your boyfriend about getting you home on time,” her father interjected.

“Daddy, why do you try to act so tough. I haven’t dated anyone you or Mom hasn’t approved of. I’ve always been home on time except for the time Jimmy had car trouble and you came and got us. You even used your AAA card to get his car towed to the garage. In fact, I’m surprised you didn’t pay for the repairs.”

That got a laugh from her parents. “

Now I think I’m going upstairs and get ready for bed. Goodnight.”

“Goodnight,” her parents replied.

Holly went to her room. ‘That went better than I expected. They must be tired as this is the latest they have been up since I can remember.’

She put the skirt in the bottom of her hamper until tomorrow afternoon. She would be able to do her laundry when her parents and brother were at Aunt Betty’s.

Holly stripped off her clothes putting this batch in the hamper on top. She noticed her thighs were moist and her pussy was wet. ‘Another shower!’ as she headed to the bathroom. Prior to getting in the shower she stood in front of the full length mirror. Her skin was aglow, her nipples extended and, of course, her pussy wet. ‘I don’t know what has gotten into me,’ she thought, ‘Although everything feels so good and apparently I like it as I haven’t said no. It’s a good thing we had the alarm set to be sure I got home on time. I think that lends a new meaning to ‘saved by the bell!’

Meanwhile Billy was working at his computer melding the different cameras into a finished product. ‘Normally I would have waited until tomorrow when I was more awake, but I just had to see how my project is working. And, if I say so myself, it is almost perfect.’ He was looking at their make out session in defined detail. Every feature of each of them was flawlessly visible and her blowjob was as though he was receiving it again.

‘There are a few adjustments to be made and I think it will be perfect.’ With that he turned off the computer and lights to go to bed.

The next week progressed slowly as it was getting close to the last day for the seniors. Finally Friday came finding Mark, Molly, Holly and Billy at the Sandwich Shack planning their evening. As no one had anything different to do, they decided to go to the Goodfellas movie.

Afterwards, they stopped at the Sandwich Shack for drinks and Billy and Holly got in his van, Mark and Molly left in his car. They all knew the others were going to the parking area, but they all wanted privacy.

“The movie was pretty good, but next weekend let’s do something outside,” Billy said. “We are stuck inside all winter, now is the time to enjoy being outside.”

“I agree that we need to get outside more.”

As luck would have it, they got the same parking space as the last time.

“Holly, what’s wrong? You haven’t been yourself tonight. Even Mark noticed and asked me f we were having a fight when you and Molly went to the ladies room before we left. I noticed you didn’t jump on Molly and even me like you usually do. Is there anything I can do?”

“Billy, there is nothing you can do. I started my period and it is going to be one that knocks me for a loop. So I don’t feel too perky right now.”

“That’s okay, Holly. I’ll take you home if you want. I don’t like not being able to help you.”

“It’s not your fault, Billy, its nature. You don’t have to take me home but we aren’t going to mess around very much. We can snuggle If you want.”

“That’s fine with me. Let me get things set up in the back. You know it’s more comfortable.”

“That’s true; it’s comfortable on the mattress. Let’s get set up.”

Billy went to the rear, checked the mattress (he had previously set it up), and turned on the lights. He also started the video system. ‘Won’t be much, but I will be able to tell if the adjustments I made are right,’ Billy thought. “Come on back, Holly.”

She came back and they both lay down on the mattress. He put his arm around her and she placed her head on his shoulder. After a while she leaned over and gave Billy a kiss. “You are so special; you are laying here with me even though I can’t let you do anything since I don’t feel good. There has to be something I can do to pay you back.”

Billy was laying there with his eyes closed enjoying the quiet with his girl when he felt her pulling at his belt. Before he could react she had it open, his zipper down and pulling his pants down.

“What are you doing? You don’t feel well and I don’t expect anything from you. We can wait until next weekend.”

“You just relax; I’m going to reward you for your patience,” she said as his briefs headed for his feet. “Well, what have we here?” she asked as she touched his flaccid penis. Before Billy could answer, she engulfed his entire cock in her mouth.

“Oh man!” Billy exclaimed as he saw his entire cock in her mouth. It didn’t stay there for long as after a few sucks and up and down, he was fully erect. Holly then started using her tongue and playing with his balls. She gently caressed them coupled with playful squeezes. This was driving Billy wild. He was moaning like she had never heard before. But what happened next blew his mind.

She started going down his shaft finally stopping to offset her gag reflex. She pulled back a little and went down again taking his entire dick in her mouth. ‘I don’t believe I did this on my first try. It feels a little strange having my nose in his hair ad my chin resting on his balls. From the noises he is making, I gather he likes it,’she thought. Holly made a few more deep throat moves and concentrated on bring him off by working the upper part. It didn’t take long until she heard.

“I’m coming, I’m coming.” just as a big load rushed out of his tool. Holly swallowed as she had the first time, but then concentrated on the head of his dick. This prolonged Billy’s pleasure. She kept sucking until he started to deflate.

“That is the first time any girl did that to me, where did you learn to do that?”

“I’ve heard the girls talking about it so I asked Molly. She told me what to do, but also said it would take several times before I managed to take it all in. She was speaking from her experience with Mark.”

“She does that with Mark? What else do you girls talk about?”

“Probably the same things guys talk about when it comes to sex.”

“I really appreciate the blowjob,” he said as he pulled her to him and held her tight. They lay like that for a long time enjoying each other’s company until Holly said, “Maybe we should start for home.”

Billy started pulling his pants up, “Okay, after that performance I will do whatever you want.”

Shortly they were standing on her porch when Holly said “Could we skip tomorrow? I know I’m going to feel like hell and definitely will not be pleasant to be around. Next weekend I should be back to my old self.”

“That’s fine, sweetheart. I will find something to do tomorrow. See you at school Monday,” as he kissed her gently.

“I won’t break, give me a kiss.” Billy did as she asked and soon they had their respective tongues in the others mouth. When they came up for air Holly opened the door and went inside. She looked back at him with forlorn eyes and Billy could tell she didn’t feel good right now.

Holly saw her parents in the family room, stopped briefly to say hi and went to her room.

“What’s wrong with her?” her father asked,

“I’ll find out,” her mother replied as she started toward Holly’s room. “Can I come in?” She asked at the door.

“Sure, Mom, come on in.

Her mother entered and asked, “What is wrong, honey?”

“Nothing really, I am having one of those real bad period cycles. It wasn’t a very good night for Billy, but he is such a gentleman and agreed to bring me home early. We aren’t going out tomorrow night. I feel bad for him as he is going to have to find something to do on short notice.”

“Don’t worry about Billy. He is a big boy and will find something to occupy his time. Now I am going to get you something to help you; although, there is not much that can be done.”

“I understand, Mom, I just hope you are right in that it will get better after I get older.”

“Remember, I had bad ones until I had you, then they became more bearable. That doesn’t mean the same will happen for you, but changes do occur.”

After she took the drink to Holly, her mother returned to the family room. “She’s just starting one of those periods.”

“I better lay low, then. I remember how you used to be when one hit you. I’m glad it wasn’t a fight with Billy.” “No she said he was an understanding gentleman.

“I like that boy.”

Billy was at his computer editing the activity of the evening. ‘Damn can Holly ever give a blowjob,’ he thought, ‘I’m still floored that she deep throated me tonight on only her second time. I can’t wait until next weekend. Although I understand as we have final exams all week. Thank goodness high school is coming to an end with college on the horizon and who knows after that. I think Mark may want the van tomorrow night. I’ll ask him in the morning, but now it is time to check out the inside of my eyelids.’

The next morning Holly really felt bad. Around 10 her mother came in to check on her. “I know this is going to sound lame and I probably already know the answer, but how are you feeling?”


“I thought so. Do you want me to bring you something to eat?”

“Maybe some toast and orange juice would be okay I think. Could you bring me some more of what you brought last night? It seemed to help a little and I finally was able to get some sleep.”

Her mother brought her requested items, waited until she had tasted it and said, “I’m going to go now, but if you need me just call. I think you will be better if you stay in bed today and,if necessary tomorrow, so you will be ready for your last week of high school.”

“Sounds good to me, Mom, I definitely want to go next week. I know that shocks you to hear that I want to go to school!”

“You’re right under normal circumstances, but the last week of senior year is special. Enjoy it as you can only experience it one time.”

Billy and Mark were looking at the computer screen and Mark was astonished. “If I hadn’t seen this with my own eyes, I would have accused you of lying big time. No way would the Ice Queen be doing that, especially the deep throat. Molly just did it last week and she has been sucking my cock for months and you say Holly took you all the way in on her second blow job, unbelievable.

“Believe it, buddy, she is coming around nicely. I guess it has just taken a stud to start her thawing. Anyway, she is on her period and not feeling well at all so we are not going out tonight. Would you and Molly like to have the van for the night?”

“That would be great!” Mark replied. “Can I record our session?”

Billy smiled, “I was hoping you would ask that. You do realize I will be seeing all the uncensored action when I edit the video.”

“I do and have no reservations. After all you showed me the Ice Queen giving a blow job a porn queen would envy.”

“Okay, let’s go out to the van and I will show you how to start the cameras. I will set the mattress up so you don’t have to bother with it. There is a concealed curtain you pull across the back of the seats so no one can see in and get a free show.”


Billy walked Mark through the process and had him do it in reverse and from the beginning and turn off. “That’s all you have to do when you bring the van back I will edit the video and show you the result. Sound reasonable?”

“Completely, I can’t wait to see Molly and me fucking up a storm.”

“Remember, you can’t say anything to Molly about this as that will screw everything up. If you do, the odds are she will refuse to get fucked tonight and you probably won’t even get a French kiss.”

“Don’t worry; I definitely want to see this. Here are the keys to my car. You can drive it tonight if you go someplace. Got any ideas?”

“Not really, I will play it by ear and see what the other guys are doing. Maybe someone else’s girl is out of commission and we can hang out. Damn, I can’t wait until Holly is over this.”

“You should be alright by next Friday. See you tomorrow with the evidence,” Mark said with a wink and smile.

Later Billy was still without anything going as all the team had dates for the evening. For some reason he thought about Benji Bennett who was considered the class nerd. He was surprised when Benji said he was free as he had a steady girlfriend who was putting out for him.

“Mary Lou is on her period so discretion is the better part of valor. I try to lay low and stay out of her sight. Keeps me healthy,” he said with a chuckle. “Why are you free tonight? I heard you we dating the Ice Queen.”

“Same deal and she as good as told me to let her suffer in peace. Want to catch a show at the Bijou?”

“Beats sitting at home tonight, why don’t I pick you up?”

“Okay with me. I have Mark’s car but you can drive.”

They had a good time as it was an action flick where most of the time they went to chick flicks with the girls. Afterwards they stopped at the Snack Shack for some subsistence. Benji asked, “Why do you have Mark’s car?”

Billy decided to fill Benji in on the situation. When he was finished Benji said, “You are shitting me, right?”

“It’s the truth, I swear,” Billy replied. “Let’s go and I will prove it when we get to my house.”

“Unbelievable! Benji exclaimed when he saw the video on Billy’s computer. “How did you get her to do that stuff on camera?”

“She doesn’t know anything about it. That is the beauty of it, if they know there is a camera the impulse is to look at the camera. You didn’t see Holly look did you?”

“No, but how long has she been giving you blow jobs? It has to be a long time for her to deep throat you that takes experience.”

“Would you believe that was her second time of having any guy’s dick in her mouth?”

“Again, unbelievable, I can’t get Mary Ann to even try. She gets upset and says I don’t like the blow jobs she gives and I don’t love her.”

“I don’t know what to say. When Holly took me all the way in, I almost fainted. I’ve never had a girl even attempt to deep throat, not that I ever asked. I always thought that was something relegated to porn flicks.”

“I know. Sometimes, they act like they are doing you a favor, but they sure don’t protest you going down on them.”

“I haven’t gone down on Holly yet, but I hope to soon, next weekend maybe.”

“She will love it, believe me. She must not be talking to the other girls as Mary Ann hasn’t said anything. She just can’t believe that Holly insists on this persona.”

“I don’t even think Molly knows all that much as Mark hasn’t said anything.”

“What kind of cameras are you using, Hi-Def?”

“No, at the time I was installing them, Hi-Def was just coming out and the reviews were not that great. Plus they were extremely expensive.”

“Well I am pleased to inform you there has been significant improvement in these cameras and the price has dropped significantly. In fact you can probably replace your cameras for less than you paid for them. I will help you, if you want. I haven’t seen your set up, but I think you can get better video using fewer cameras which will reduce your cost even more. I take it that you are going to take the van to school this fall.”

“I plan to take it and, yes, I accept your offer.” “When do you want to do the upgrade?”

“We can work on it next week after school. The finals are just for show. The teachers have already input the grades. In fact can you come over tomorrow about 11? We can get the cameras and anything else we might need. Then when Mark comes you leave so I can edit the video. I don’t know how Mark will react if you are here when I am editing and showing a video of him fucking Molly. That could really screw up everything. If Molly finds out you better believe she is going to hot foot it to Holly and the Ice Queen will freeze again.”

“I agree as I don’t want to screw up a good thing.”

“If I get the edit done, you can come back after Mark leaves and we can get started on the upgrade. As a minimum you will be able to see the set up and know what we have to work with.”

Billy’s phone rang and Holly was on the other end. “What are you doing?” she asked.

“Benji is just leaving. We went to a movie at the Bijou and just hung out tonight.” Billy nodded and Benji caught the drift and left.

“How are you feeling?” Billy asked with concern.

“A little better, but it was a good decision not to go out tonight. I wouldn’t have been any kind of good company. Mom says I have been a complete bitch today. Daddy is holed up out in the garage to avoid engaging me. But he has to eat,” she said with a giggle.

“You sound better. Looks like you will be in class Monday.”

“There is no way I will miss Senior Week. You only experience it once in a lifetime. You have been so sweet, I promise to make it up to you next weekend. I better go before Mom comes in. She has been worse than a mother hen. She is adamant about the final week of school. Good night, I love you.”

“I love you too,” Billy said before the shock set in. “Good night too.” And he hung up.

The next day Benji and Billy went to the Electronics warehouse. Billy was impressed with Benji’s knowledge of the Hi-Def cameras. “We’ll get several so we can start the upgrade this afternoon. Let’s get four for now. If we need more we will get them next week.”

“Sounds like a good idea, but I think four might do it as they cover a larger area.”

They got several other items and headed back to Billy’s. “Maybe you should split now. I will call after Mark leaves. Then you can check out the van.”

“Okay, see you later,” Benji said as he drove away.

As soon as Benji left Mark drove in. He parked the van where Billy directed. When he got out there was a big grin on his face.”From the look on your face I presume you got laid last night,” Billy said in greeting.

“Did I, I can’t wait to see the video. I bet you will need to go to the bathroom for privacy. I may also as well.”

Billy got in the van to retrieve the flash drives containing the video. “Come on in while I edit this,” he said as he started for the house to the basement where Billy had set up a lab of sorts. He then went to work and in about a half hour he was finished.

“Man you really boned her. I thought your dick was going to come out of her mouth the way you were driving it. I especially liked the doggy style. Most girls don’t want to do it, but once they do, they like it. How long did it take you to talk Molly into it?”

“Not all that long, two to three dates to get her to consider it. Only problem was there isn’t enough room in my car, but she was game. As you saw we started doggy tonight and that is the first time for us.”

“It appeared she was enjoying it.”

“I think so, but I know I did. It was great watching my cock slid in and out of her box. I had a hard time keeping from shooting my wad. Hopefully we will get to do it when one of our parents are gone and we can fuck in a bed . We really appreciate you letting us use the van.”

“I’m glad someone got use out of it. Here is a DVD of the performance.”

“Thanks, I appreciate it.”

“Don’t whack off too much watching it,” Billy said with a smirk.

“Wise ass, I better get going, Dad wants me to help him move something. See you around”

“I’ll be there,” Billy said, as Mark went out the door.

Billy ate some lunch with his parents and called Benji who said he would be over in a half hour. Billy went out to the van as his parents headed to the mall. He knew they would be home late as they would also go to the home improvement center after eating in the food court. His dad had a lot of great tools purchased on these outings. He opened all doors letting in all the light they would need. He started comparing the cameras, “I think four will be enough based on the specifications of the new ones. I’ll see what Benji thinks. Just then Benji pulled in the drive and came into the van.

“Hi, Benji, I just got out here a few minutes ago. I’ve compared the specs of the new cameras and think the four we got may be enough.”

“Let me take a look at how you have it set up currently.” He spent a few minutes looking at the current cameras as Billy pointed them out. “Okay, now let’s look at the video you showed me again so I can refresh my memory.”

Billy got the laptop put and played the video of Holly he previously had played.

“I think we need to reposition a couple of cameras to give a better video of the action. I suggest placing one above the rear door aimed at the mattress. The variable one will be perfect, that will give an unobstructed pussy and boob shot and will pan up and down her body. It will also give a view of any action.” Benji suggested other changes and, with Billy’s consent, they started making the modifications. They completed about half the redo when they decided to clean up the area and head out to the mall food court for something to eat.

“I have to say, Benji, you suggested things I never would have thought of in a million years. Are you going to study engineering in college?”

“That is one of my options. I am also considering business and possibly education. I have at least a year and probably two before I have to commit so I will try some of all. What about you?”

“I am going to study electrical engineering, but I also, like you, am considering aerospace engineering. I will take my time as playing football will take a lot of time and I might have to switch to something less demanding. I’m hoping I can take easier courses during season. I realize a very small number get selected to play pro ball and I have to plan for that eventuality.”

“Billy, I think you will be successful in anything you decide to do. I don’t see how you played three sports in high school and still have great grades. I have excellent marks, but not all the other distractions. I admire you for what you have done.”

“Thank you.”

“Do you think it would be possible for me to borrow your van one evening? I would love to have a video of me with Mary Ann.”

“Of course, it would be the least I can do considering the work you are doing. I can’t wait to see how these cameras will work once we get finished. However, it will have to be during the week as I hope to be using it on the weekends as well as on week days once we are out.”

“During the week will be fine, thanks Billy. I’ll come over right after school and we can finish the upgrade. A couple of hours should do it.”

“Sounds good, unless you hear differently, come over right after school tomorrow.”

Billy saw Holly briefly between classes, but realized she wasn’t back to normal. He decided to do what she said her father did, lay low and keep out of her way.

After school Benji came over. They worked diligently and completed the upgrade in less than two hours, a feat that also included a trip to the electronics store. They ran some test of the video system with both being the subject. “This is a 1000% improvement,” Billy said. “Look at the clarity and sharpness of the picture.”

“Here is a feature I haven’t told you about yet,” Benji said as he punched some keys on the keypad. The picture was zoomed.

“Hey, that is super. Look there is a stray hair we couldn’t see before. Man this is great.”

By Wednesday Holly was feeling much better and wanted to sit with Billy. Mark and Molly also sat with them in the bleachers. The pep rally scenario was classic at the school in sending off the seniors. After the rally they all walked together before their next class When they got to Holly’s classroom Molly and Mark continued on.

“You seem to be feeling much better.”

“Yes I am and I am looking forward to Friday. I know it has been hard for you.”

“I’ve managed to survive. You notice I followed your dad’s lead and stayed out of your sights.”

Holly giggled, “That’s why you are still unbruised.”

“And I intend to stay that way. See you later.”

“Later,” she said as she rose up to give him a kiss, and then went on to her class.

The remaining days drug on for the seniors. Even though they were taking “final exams” it was going through the motions. Questions were so simple an elementary student could have answered them. Basically the seniors knew they were graduating. Those few who were not knew and were already gone. Most of them would return for summer classes and if successful receive their diplomas at the end of the session. Those who chose not to participate would quickly find they made a huge mistake.

Friday afternoon finally arrived, even though it seemed like a month for the seniors. Holly ran into Billy in the hall, gave him a kiss on the cheek and said, “I hope you are ready for tonight. It has been a long time, no, too long. Are we going to eat at the Sandwich Shack?”

Billy replied, “No, I’m taking you to the Fish House, where we can have a celebratory meal for our reunion.”

“Sounds great, but that is more expensive than the Sandwich Shack.”

“True, but remember I didn’t have any expenses last weekend other than a movie and popcorn.”

Holly laughed, “That’s right. What are we going to do after that?”

“There is a car show at the convention center I thought we could go to.”

“Sounds terrific, you know I like to see cars in those shows. It is awesome how much effort these people put into the cars.”

“Pick you up at 6.”


Billy arrived at 5 minutes to 6. As usual, Holly was late. He didn’t hold it against her as all the girls he dated ad the same MO. Holly’s father was an amiable person this evening. “I hear you have accepted a full ride scholarship to college.”

“Yes, State University offered both Mark and myself full ride scholarships amd we want to continue playing together as long as possible.”

Just then Holly appeared. She was dressed in a short sleeve black blouse and light blue mini skirt. “Hold on there young lady. Do you expect me to let you go out dressed like that?”

“Yes I do, Daddy because Mom has already approved and she outranks you,” she said with a smile.

“You’ve got a point. Have fun but watch out for the next Heisman Trophy winner.”

With that they made for the door, got in Billy’s van and vamoosed to the Fish House. “Did your mother say it was okay for you to wear that skirt?”

“No, in fact she doesn’t know what I’m wearing. I’m of age and comply with their rules for the most part, but I have to be myself and let my hair down.”

“Good for you,” Billy replied.

They were shown to a secluded table. Billy had requested such a place when he made the reservation.

Holly was impressed, “This is really super. How did you pull this off?”

“Believe me, I just asked. I said it was a special day for us and the reservation clerk reserved this table.”

“So you have had other girls here?”

“Yes I have, but I’ve never requested a secluded table before.”

“Why now and why me when you never did for anyone else?”

“I guess it is because I’m becoming smitten with you.”

“Sounds like typical BS to get in a girl’s pants,” Holly said with a smile. “You think the Ice Queen will melt for a good meal. It hasn’t happened yet.”

“Holly, I don’t expect anything for this. The last week caused me to realize how much I cared about you. There is no ulterior motive involved. Most our other dates have been to the Sandwich Shack or someplace similar. Like I said, last weekend I didn’t spend any money so I can afford to give you a nice treat.”

“Billy, I’m just teasing you. I like you very much and appreciate you more and more. I missed you last week more than you will ever know. I totally appreciate this gesture so let’s order or we won’t make the car show.”

They both laughed and summoned the server. Holly ordered the shrimp and Billy the Salmon. They both agreed their respective meals were delicious. Billy signaled the server, paid the check and they were off to the car show.

Holly was always impressed with the cars, the work involved and the love the people put into the restoration and/or modification. She was greatly taken by the Ford with the gull wing doors. “That had to take a long time to do and get right. It seems these kind of doors would be easier to get in and out.”

“Yes it seems, but they will only work on two door cars. Sedans have narrower doors since the rear doors provide access to the rear seat.”

“See the engineer coming out in you. Are you ready to split or are there other cars you want to see?”

“No I’m ready, do you have any place in mind to go?”

“Silly, you know what I’m alluding to, let’s roll.”

Billy knew and made a beeline for the lover hangout. This time someone beat them, but Billy quickly found an acceptable spot and parked. “I think this will do nicely.” Holly heard a click as the doors were locked to keep out any pranksters or, heaven forbid, intruders.

Billy unfastened his seatbelt as did Holly freeing them to share a deep, long, mouth exploring kiss. Billy finally broke the kiss, “I will go back and get the rear set up so we can be comfortable.”

Holly replied, “Okay.” While he was tending to the setting up, Holly thought, ‘I hope he hurries as I have missed his kisses and being with him. I’ve got to get control so this doesn’t become an every month thing. It’s too hard on both of us.’

Just then Billy called out, “Come on back I’ve got it ready. Don’t forget to pull the curtain.” Holly did as he requested and noticed there was pleasing background music playing.

‘That is a nice touch,’ she thought, ‘I better be careful tonight. I am not going to give in to him, but he might get farther than he thinks.’

“I like the music, it adds a touch of romance,” Holly told Billy.

“I thought it would be a nice touch. I’m glad you like it. It’s one of the enhancements I’ve been working on.”

“What are some of the other ones?”

“If I tell you I’d have to kill you and I don’t want to do that,” he said with a smile as he lay down beside her on the mattress. He took her in his arms, gently kissing her to start with more insistence as time went on. He probed her lips with his tongue, increasing the pressure until she opened her lips giving his tongue access. As he probed, she started giving as good as she got. “UMMM,” she moaned through their connected mouths as Billy started massaging her shoulders and back. The longer they kissed the more roving Billy’s hands did until his right hand covered her left breast. He slowly massaged through her blouse and was rewarded with her nipple starting to respond as well as Holly pushing upward into his hand and exclaiming, “OOOOOOOH.”

Billy moved to the top button of her blouse. When he unfastened it without any complaint from Holly, he continued until he reached the waistband of her skirt. A gentle tug pulled the front out and Holly rose up just enough to enable him to get the rest out. Billy then opened it all the way and was greeted by her beautiful breasts encased in a black bra. He pulled it off her shoulders and her arms, where he lay the garment aside and returned to his task. He returned to kissing while his hand continued massaging her over the bra cups resulting in both nipples becoming erect as well as her breathing starting to be more rapid.

Billy eventually reached his goal of undoing the fastener to the bra resulting in the release of her breasts from confinement. He removed the bra, tossed it toward her blouse and stared in wonder at her breasts “Baby, you have the most beautiful breasts. I could look at them forever.”

May 2018
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