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This work is copyrighted to the author © 2005. Please don't remove the author information or make any changes to this story. You may post freely to non-commercial "free" sites, or in the "free" area of commercial sites. Thank you for your consideration. Kristen (kristen078@hotmail.com)

When I was a teenager I read a lot about sex. I was very curious about boys and wanted to know everything about them; the way they thought, about their bodies and what got them turned on.
One thing I have learned growing up is that books don't really tell you all that much about "how" to do things. Life experience is what really counts, and that's what brings me to my story...
The person who taught me the most about sex was a very close friend who lived in my apartment building. Her name was Donna. She and her husband Andy were real, true-life swingers before I met them.
It wasn't long after they moved into my building before Donna sought me out as a kindred soul. Being highly sexed myself, I was aroused by the stories Donna told about their experiences in the big city.
My first erotic adventure started out with just Donna and myself, but turned into something that changed the way I regarded sex all together. Until then I'd only had sex with three people, and they'd all been male.
My first time was with a boy in high school. I was a junior and he was a senior, and at the time I thought he was a god. It's funny how innocent one can be.
The second time I had sex was with a freshman, when I was a senior. He was beautiful and he easily seduced me. We were screwing within a week of meeting in South American Policy Club. He was from Chile and a real Latin lover type, but unfortunately he also brought that macho South American thing with him. We broke up when I began finding it hard to breathe with him always looking over my shoulder.
The last lover I had was Alan, my current boyfriend. He's seven years older than me and a hunk of a guy, very much an outdoorsman, with muscles that are so smooth and hard I can't keep my hands off them. I just love to feel up his body and it's great fun wrestling around in bed with him.
That brings me back to the reason for writing this story. Even though Alan and I had great sex all the time - and I define great sex as "rip-roaring forget everything except each other's bodies" - I had a problem; I wasn't very good at giving head. I didn't even realize it till I met Donna and Andy; I guess I thought men couldn't "get off" on oral sex because none of mine ever had.

Well, about two months after Donna and Andy moved into my apartment building I had my first real experience with "out of the ordinary" sex, when Donna seduced me. This may sound perverted and shocking to most people, but looking back I have no regrets. Donna was a beautiful woman - I'd say in her mid-30s, I was 20 years old then - and she was obviously much more knowledgeable than me about everything pertaining to sex.
We were in my apartment, browsing the swinger sites on the Internet; we'd got used to doing this because Donna liked to check out her old haunts and I liked to watch, when one thing led to another, and she had her hands on my thighs. Then the next thing I knew we were on my bed with her face between my legs.
To say I was surprised by this turn of events is putting it mildly. Though Donna sometimes had aroused me with her stories, I'd always directed my fantasies toward the men she'd had sex with. When she talked about her female partners I was always a little embarrassed. But my boyfriend had been away for almost a week by then and for some reason I hadn't masturbated during all that time, so when Donna started feeling me up I just went with it.
That's not to say I wasn't of two minds about it, but at the same time I was so aroused there was no way I was going to stop her, I needed to see what she had in store for me. It was wonderfully sexy to have another woman seduce me like that. She was so urgent about her need for me and she gave me feelings that up until then I'd only gotten from my boyfriends.
Donna knew all the right buttons to push and exactly how long to push them. She quickly drove me into a sexual frenzy like nothing I'd experienced before, not even with Alan.
I think I almost blacked out during that first time, the sensations that Donna caused me to feel were so intense that my whole body jerked uncontrollably as wave after wave of pure ecstasy jolted through every nerve ending I possessed.
Afterwards, as I lay in her arms, breathing heavily, recovering from the best orgasm of my life, that's when the subject came up. She was cradling me from behind, spooning me with her body and idly fingering one of my nipples, while we quietly talked about what we'd just done.
Donna was describing the techniques that she'd used on me when the subject of blowjobs crept into the conversation. She asked if I liked giving Alan blowjobs, and if doing it made me horny.
Normally I'd have been embarrassed to talk to another woman about oral sex with my boyfriend, but after what we'd just shared I felt comfortable talking to her about virtually anything.
I said I liked the way Alan responded to my oral efforts; that I loved to see him writhing around under me; that I always felt so in control; and that we always had great sex afterwards. Then Donna asked me if I liked the taste of his cum.
Without giving the question much thought, I replied that he'd never actually cum in my mouth. Donna seemed surprised and as we talked some more about it she made it plain that a good blowjob "always" ended with the man cumming. She went on to insist that if he didn't cum, then it wasn't a good blowjob.
I was totally blown away by this. I believed Donna knew what she was talking about and I was suddenly worried about what Alan might really think of my oral talents.
Then and there I confided my worry to Donna. I love my man and want to be the best I can be for him. Until then I had thought I was, but I'd obviously been deluding myself, at least about my oral sex capability.
I sat up abruptly, pulling myself out of Donna's arms and asked her intensely if she would teach me how to give good head. I assured her I had the will to do it right, and that I'd be eternally grateful if she'd impart her knowledge to me on the subject.
Donna smiled at me and reached out to fondle my breasts, bringing back the memory of our recent sex together. I closed my eyes and enjoyed the touch of her fingers as they moved over my breasts. Then when they moved down my stomach I lay back on the bed to accept whatever she had in mind for me.
As Donna's hands roamed over me, slowly urging my body into arousal, she began describing how best to give oral sex to a man. I listened in an increasingly agitated state; I shivered in lustful delight every time she ran her hand between my legs to rub my most sensitive spot.
Even though I was grooving on Donna's handjob, I sat up in shock when she proposed that I watch her give her husband, head!
At first I was totally grossed out. Though I've always thought of myself as a potential voyeur, I'd never done anything like that, unless you count watching boys playing volleyball on the beach in their tiny swim suits, or sticking around after cheerleading practice to watch the guys exercise on the field, in their t- shirts and shorts. And doing a little fantasizing.
But this was a totally different kettle of wax. I spluttered a bit, and then asked if she was really serious; did she really mean she wanted me to watch her and Andy doing it?
Donna just smiled and then said, "Yes, I'd like that." She went on to say that she was sure Andy would enjoy it too.
After several minutes she had me convinced that I needed to watch her do it if I really wanted to learn how to give Alan good head. But I was still nervous about it, especially when Donna said I shouldn't tell Alan. She said that it would be best if I first learned how to do it and then surprise him with my new talent.
At last I agreed to do what she suggested, but was shocked when she immediately reached over to pick up the bedside phone to call Andy!
He was coming over, right now! I jumped up and collected my discarded shorts and t-shirt. Donna watched as I hurriedly dressed, all the while talking quietly on the phone to Andy. Finally she hung up the phone and rolled onto her back, still smiling at me. God, she was beautiful.
I like my body just fine, I'm happy with what I see in the mirror, but Donna... she was stunning. I'm what you might call a self-made woman. When I was small, I was a little overweight, but by the time I hit the summer after sixth grade I was tired of being pudgy. I started to run and to workout, I was determined that I was going to shape my body into something special, and when I started middle school that Fall I was a different person.
I just loved that year; all the boys were falling over themselves to be nice to me. Suddenly I wasn't just some pudgy kid in class; I was sought after by both boys and girls, I was instantly popular. I started doing all kinds of extra-curricular stuff, joining clubs and even getting a coveted spot on the Panthers cheerleading squad! I was actually invited; I didn't even have to try out!

At 30-something, Donna had the maturity and luscious lines I still lacked. As she lay on my bed, naked to my gaze, I realized she was proud to show off her body to me. And she had a lot to be proud of; she had one of those Loni Anderson type bodies, the kind most women dream about, especially if we have to be seen at the beach in a skimpy bikini.
She looked so well put together, even her pubic hair was shaved into a neat little triangle. I was suddenly embarrassed that she'd seen me naked, but I stopped worrying about that when Donna asked me to sit beside her. I didn't hesitate for a moment.
We had a new kind of relationship now. She was sort of my mentor and I trusted her. At that moment, with my body still vividly glowing from the pleasure she'd given it, I was a little in love with her. (Yes, I know it sounds strange, but you don't know Donna.)
I only resisted briefly when she reached out an arm and pulled my face down to hers. As she drew me close I had an impression of perfect tits jiggling when she flexed her arm, of wonderfully full lips slightly parted as she pulled me ever closer.
I still remember the feeling of complete liberation when our lips met that first time. I love to kiss, but until then I'd reserved my passion only for guys. I'd kissed girls before, but only as friends or family, and had never had any sexual thoughts while doing it.
This was different! These lips had just been at my pussy. These lips had just given me the most incredible orgasm of my life. I devoured them; I bit them; I sucked on them; I probed them with my tongue, pressing mine against hers, reveling in the heightened arousal that was flooding through my body.
I lay there, on top of this naked beauty, taking the aggressive role as I caressed her perfect breasts, gently kneading them in my passion. My mind was numb, my rational self abandoned to the moment, to the sensations and the signals that I received from Donna in her passive acceptance of my caresses.
Then, to my horror, I heard clapping come from behind us. My face burning bright red, I jerked away from Donna and looked up. I was unable to breathe for a moment as I looked into Andy's deep brown eyes.
Andy looks like Sam Neil's twin brother (You know; that actor from New Zealand). I'd always found him attractive and though he was almost 40 I still wondered secretly what he'd be like in bed. At that moment however, I was totally humiliated, my arousal instantly gone; the wetness at my groin that moments before had been a fire flowing from me, had cooled; leaving a feeling of guilt, not lust.
Donna moaned in disappointment when I pulled my lips away from hers. She complained that Andy had interrupted our fun and that all men were such stumblebums. Then she grumpily sat up to accept her husband's greeting.
Andy good-naturedly accepted the verbal abuse from his wife, admitting that he should have kept quiet. He pointed out though, that Donna had called him over, not the other way around.
All this time Andy was looking at me, his eyes locked onto my lips, which only a moment before had been glued to his wife's. God, how embarrassing!
Suddenly embarrassment about kissing Donna was replaced by shock when Andy pulled his polo shirt off over his head and began to unbuckle his belt. I wanted to run out of the room and involuntarily screeched, "Hey wait a minute!" I stood up ready in my confusion to abandon my own apartment.
Andy stopped. His hands were about to push his pants down over his hips. He looked questioningly at me. Then Donna reminded me why Andy had come over and that it would be difficult - if not impossible - for her to perform oral sex on him with his pants on.
I wasn't sure now that I wanted to watch this, but Andy seemed to think Donna had resolved everything with her intervention and pushed his pants and underwear down in one quick movement.
Andy's was the fourth penis I'd ever seen... well, the fourth one I'd seen hard anyway.
Despite myself, I was fascinated. It was different from the three I'd seen before; they had looked pretty much alike. Andy's however, was a good inch longer, and the mushroom head seemed more pointed and sleeker looking, it looked like a predatory heat seeking missile.
My face must have turned red again when I realized that Andy had noticed that I was staring intently at his male equipment. He smiled at me and then held his arms out from his sides and turned around slowly for my benefit and I remember thinking he had an awfully nice body. I also remember thinking guiltily that I hoped Alan would look as good when he hit 40.
But the time for reflection was over. Donna reminded her husband why he was there and Andy's smile grew wider as he sat next to his naked wife on my bed and hugged her close. He said he was looking forward to this more than usual; that having a "pretty lass" for an audience made it that much better.
I blushed when he added that his wife was the best cocksucker a man could wish for. I quickly looked at Donna for some reaction to such a rude remark, but all she did was lick her lips, a look of anticipation in her beautiful eyes.
I held my breath and sat mesmerized, as Donna knelt between her husband's open legs. Her movements fascinated me; she was cupping his balls in one hand and rolling them between her fingers as she started to lick his stiff penis, lapping at it like a bitch in heat. (I'm sorry, but that's what it reminded me of.)
I was super-nervous at this point. Here I was, watching something usually done only in the privacy of one's own bedroom. I'm no prude, believe me, and I've had all the usual fantasies, but actually to be there and to watch a husband and wife "doing it" in front of me was really strange!
Moreover, when I saw Donna start to bob her head over Andy's proud boner, I was amazed to see that she bottomed out, right down to the root, on the very first thrust! Andy must have been somewhere between seven to eight inches in length, and I guessed he'd have just about killed me if I'd done that to him.
To my increasing amazement Donna started moving on and off his now-slick erection as she actually fucked him in and out of her throat. I couldn't believe what I was seeing; I hadn't realized people could actually do it that way.
After a little while Donna pulled herself off her husband's stiff cock and sat back on her heels. She looked up at me with this really sluttish grin on her lovely face that made me giggle. She giggled in response and licked her lips to show me how much she was enjoying herself.
I couldn't contain myself any longer and asked eagerly how she managed to do that deep-throat thing. Normally a naked man sitting there would have intimidated me, but somehow at that moment I felt that Andy was more of a prop than a guy. Maybe it was because Donna was talking about technical aspects of deep-throating and Andy was just there to let his wife make her points by touching him here and there.
Donna explained that the woman's throat has to be aligned with the man's cock, and that the best way for a beginner is to lie on a bed with your head hanging over the edge as the man steps up and slides it in. She cautioned me that one had to really trust the guy, because he could push in too deep and too quickly, choking a novice.
I made lots of mental notes.
Donna went on to explain that the other "approved" technique was the way she was doing it, with the man seated and the woman on her knees. She said that it required the guy's weenie to bend a little, but the woman could control the action better.
Then the bombshell! Would I like to try it?
I was offended at first. What was Donna asking? Sure, this whole thing was exciting and yes, I guess I'd already cheated on my man with her - if being with another woman could be called cheating on a man. But to suck on her husband's dick was out of the question. That really would be cheating!
But all I said was that I just wanted to watch, not actually do it and that I'd try it later with Alan.
Donna laughed, saying I was acting like a child; that we were adults and wouldn't I like to surprise Alan with a really great blowjob when he got home? She went on to say that if I had the talent, I might learn to deep-throat in one lesson; that it needed technique, especially the ability to control one's gag reflex, and if I could do that I'd really surprise Alan.
I was still protesting when Donna lithely uncoiled herself from the floor at her husband's feet and stood before me. She gripped my shoulders and pulled me into a deep kiss. With her luscious lips against mine my knees went weak and my desire for her began to re- kindle. I realized I really did want to experience Andy's penis and that only convention stood in my way.
After a thrilling moment, the deepest, most passionate kiss I have ever experienced with man or woman, Donna took her lovely lips away and whispered in my ear: "You've spent a full minute kissing lips that just now were wrapped around Andy's cock. How do you feel about that?" A crafty smile widened her wonderful lips as she looked into my eyes. In that moment we were like sisters, smiling impishly at each other.
Donna gently pressed down on my shoulders, indicating that I should kneel. I followed my instincts and obeyed, kneeling down in front of her. I was looking straight at her little triangle of neatly trimmed pussy fur and for some reason I can't explain even today, I started to lap at it. I still remember the feel of her short-trimmed pubic hair and then smooth soft flesh as I began to tongue her slit from bottom to top, over and over again.
She tasted like strawberries. I suddenly recalled how she'd played with my clit in that special way with her tongue. I decided to see if I could do the same to her and in front of Andy. I must have been out of my mind, but the idea of doing this in front of someone else thrilled me beyond belief.
I buried my face in Donna's crotch and was rewarded with a gasp of surprise, followed by a sigh of pleasure. I began swirling the tip of my tongue around her nub, faster and faster while clasping her firmly by her butt cheeks.
Soon I was satisfied that she wasn't going to pull away; in fact, she was grinding her pussy against my face as I probed her with my tongue. The feeling of her slick hot flesh against my mouth was so sexy. I knew exactly how she felt as I held her trembling body close. When she started to groan and her body went rigid with each swoop of my tongue, I knew she was ready to cum.
Somehow deep down inside I wanted to vanquish Donna, make her mine. Maybe it was because she had put me in this situation which was now beyond my control, or maybe I just wanted to prove that the student could do as well as the teacher.
Whatever the reason, I pushed my mouth hard against her clit and sucked it between my lips with an iron will, all the while swirling my tongue around and around the sensitive flesh of her love nub. After no more than 10 seconds of this Donna's legs started trembling and almost in slow motion she crumpled onto the edge of the bed beside her husband.
I didn't let go; in one breath she was begging me to stop, in the next commanding me to do it harder. Donna was crying by the time I finished with her. She lay, sobbing, on the floor against the bed.
I crawled up next to her and hugged her hard, asking if I'd done it right. Of course I knew I had, but I wanted her to tell me anyway.
Choking a bit on her words, Donna replied, "Yes, god yes!" And she rolled over onto her side, with her back to me. As she curled her beautiful body into a sort of fetal position, pulling her legs up and hugging herself protectively, I could see reddened pussy lips poking through from behind.
I must admit I was tempted to have another go! She'd tasted like strawberries the whole time and I love strawberries! I made another mental note to ask about that, but a hand gently touching my arm interrupting my train of thought. I looked up to see Andy's intense brown eyes looking penetratingly into mine.
By now I was beyond caring about convention, so I stood up and pulled my t-shirt off over my head, defiantly shaking my long blonde hair back into place. Then, all the while staring into Andy's eyes, I slipped my shorts down and stepped out of them.
I made a third mental note, to trim my pubic hair like Donna's. I wanted to look like her and it was just so sexy. Andy, however, didn't seem to mind that I wasn't trimmed; his eyes were bugging out as he ogled my naked body.
I stood there proudly showing myself off to him. Even Donna was watching me now. I made a couple of turns to display my body to them both. (It made me feel faint to act so perverted, but I wasn't going to stop short now.)
Then dropped to my knees before Andy and stared at his huge stiff penis, now only inches from my face. It looked so hot, so masculine, that I had to feel it. I reached out and touched it eliciting a moan of pleasure from Andy.
As I touched his erect member I could see and feel that he'd been extremely aroused, his head and the underside of his shaft was covered in a copious coating of pre- cum. As I smeared the slick fluid around on his firm flesh shaft I realized that he was really turned-on and probably wouldn't last very long.
That brought me up short for a moment. If he was this horny he'd probably cum in my mouth. How did I feel about that? I'd never really tasted a man's cum before, and shouldn't it be my boyfriend's the first time? But when Donna knelt behind me and began fingering my pussy, I knew I didn't want to stop; I wanted to have this experience more than just about anything.
I tentatively kissed the head of Andy's juicy looking cock, and then I took the big, clear drips that were running down his mighty shaft and again smoothed the fluid all over it with my fingers, loving the feel of his slick skin.
Andy seemed to be enjoying himself too, because he was moaning so I slowly began to jack him off. But the moment of truth was approaching, I knew this from Andy's reactions that I couldn't wait much longer, so I closed my eyes and lining my mouth up with his stupendous dick, I took it into my mouth.
I felt the smooth skin of the shaft against my lips, a wonderful sensation, then I began to swirl my tongue around and under the head of his cock, as Donna had instructed. Taking a deep breath, I sank down on it till I felt the soft flesh of his cock-head at the back of my throat.
Donna was right beside me; whispering in my ear: "Relax your throat hon. Swallow, pretend you're swallowing and the gag reflex will calm down soon."
She was right. I pushed even further down on Andy's cock and was amazed to feel his pubic hairs tickling my nose. Donna was all the while rubbing my clit, reaching down between my legs from behind and it was driving me wild. I could feel her breasts rubbing against my back as she leaned over me to watch me take her husband's cock.
I pushed down even harder, burying him all the way into my throat and I swallowed, and kept swallowing.
Donna's soft voice was constantly in my ear. "Breathe through your nose as you come off him and then when you go back down on him keep the swallowing action going."
I did as she instructed, but eventually needed more air than I could get from just breathing through my nose. As I pulled back off Andy's cock I could feel the head popped out of my throat. It felt as if it had been sealing my air passage for a lifetime.
I now took Andy's wonderful manhood right out of my mouth and when it came into the open air of the bedroom he moaned with disappointment, like a baby boy momentarily deprived of his mother's tit.
I instantly felt guilty and taking his stiff penis in my hand again, sank my lips back down over him. This time I could feel the texture of his smooth flesh as it slid easily all the way back into my throat.
At the moment that he slid home again I experienced my own orgasm. Donna had pushed several fingers at once into me and was diddling my clit with her thumb. The feel of Andy's penis lodged in my throat, combined with Donna's expert manipulation, pushed me over the precipice.
As my body convulsed, I guess my swallowing action must have increased and this caused Andy to release his load. This might have killed me on the spot but for Donna's quick thinking. She must have realized from Andy's expression that he was going to cum and as he groaned Donna pulled me off his throbbing dick.
At the very moment the head of his cock cleared the opening of my throat, Andy's first spurt of cum shot into my mouth. If Donna hadn't pulled me away in time, I might have breathed it into my windpipe. I was so crazed by my own orgasm and the whole experience that I wasn't controlling my breathing.
I watched as Andy continued to spurt cum into the air. Everything seemed to slow down as his hot pungent cum splattered onto my upturned face. When the first glob hit my nose I jerked back in surprise, but by the time the last string of molten love juice hit my breast Donna and I were sharing what had first filled my mouth, in another, even more passionate, kiss.

As it turned out, I'd learned how to deep-throat a man, tasted my first cum and had sex with a gorgeous woman, all in one afternoon. Quite a day, don't you think?

Acknowledgments: All my thanks... To Carmen for the inspiration, to Stephen for his encouragement and proofing and to Ian for teaching me something that I didn't know before. (c) June 1999 - Last ed. 08/14/05 - Kristen Author contact address: kristen078@hotmail.com MY STORY PAGE http://www.asstr.org/~Kristen/stories