The Mentor

All characters are fictional.

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Thanks, yarnspinnerr ;->

***

Ruth and Carli made their way to the front door of the elegant house that Ruth and her husband Roger called home. They were giggling like schoolgirls at the suggestive comments Ruth had made to the taxi driver.

The young man was thoroughly scandalized by Ruth’s suggestion that he should enjoy riding two women at once. It would probably be the best ride he’d have all night, and they were even paying him for it!

As they pulled up to the address, Ruth paid and gave him a nice tip. Then she told him, “Have fun imagining what two hot, and drunk girls are going to do once inside.”

Actually Carli was also embarrassed by that one, she had heard Ruth make comments sexual about women before. Not as much as her comments about men, but enough to put a seed in Carli’s mind. If she was so uncomfortable with men, maybe she should at least entertain the idea of a woman. So she tried to play along when Ruth put her arm around her waist and pulled her tight, smashing their tits together and sneaking in a quick kiss on the lips.

Ruth was always saying inappropriate things to people, and Carli was always impressed, if not a little intimidated by Ruth’s ability to push the envelope. But this was going a bit further.

Ruth had taken Carli under her wing when she first came to work as an intern at the company Ruth had been working at for years. And Carli was grateful for the woman’s efforts. she considered Ruth her mentor.

She had been immediately impressed by Ruth. She had the kind of exciting, outgoing personality that Carli wished she could have. And she knew her job so well, that she didn’t need to take any shit from anyone. And she didn’t.

She was jealous of Ruth’s confidence, her ability to dress professionally, yet still be sexy. The older woman had a great body, which she was obviously proud of. Her long legs and round ass were always shown in a classy, yet sexy way. Her slender waist and firm ass were always hugged snugly by whatever she wore

She didn’t have huge tits, but she wore push up bras and low cut tops that were tasteful enough to not be scandalous, but definitely afforded a great view of her cleavage.

Her pale skin was a stark contrast with her natural red hair, and her blue eyes just brought it all together. She was a very attractive Gaelic woman.

For Ruth’s part, she had taken an immediate interest in Carli, the girl was beautiful, she had the high cheekbones, full lips and big dark eyes that spoke of her Latina heritage. And under her conservative clothing was a smoking hot body. She dressed conservatively, but her body was still evident in her graceful moves. Her short hair cut accentuated her long, sensuous neck.

She was only 5’2″, and never wore heels, which just made her seem even more diminutive.

Ruth had told her husband about the new intern the very first night after they met. Roger of course knew his wife well enough to know that she had a new target in her sights. And he was more than okay with it, his wife had great taste.

She excitedly described the new girl with great detail, as her husband hungrily feasted on her soaked pussy.

Ruth had been impressed with the young woman from a professional standpoint as well, so she had made a point of helping her to get hired by the company when she graduated college. Which meant that Ruth didn’t have to hurry to seduce the girl. Carli was obviously very shy, and it would be better not to rush things.

Carli was initially uncomfortable with Ruth’s attention. Her touchy, feely ways, her ability to add a sexual undertone to almost any situation. But she knew she could learn a lot from her, both professionally and personally, so she did her best to keep up.

The two women soon became good friends. Ruth would share personal information about her life, some of which caused Carli to blush profusely, and eventually Carli felt that she could open up to Ruth as well.

For Carli, it was nice to have a confidante at work. She had always been awkward with people, and making friends was not easy for her, especially in a busy, hectic workplace with so many different personalities and attitudes.

But Ruth, for all her irreverence, truly cared. Carli soon came to appreciate and admire the older woman. She wasn’t exactly like a sister to her, because of the age difference, but more like that crazy, fun aunt. The one who would provide sound guidance, yet allow, even encourage, a girl to do things her mom never would.

Ruth gradually began to draw Carli out of her shell. She started a girls night out with all the women from their department. Every other Friday after work the ladies would descend on the bar around the corner from the office.

These nights soon turned into crazy, boozy events that allowed all the girls to let their hair down. Carli, after a few drinks even started to loosen up. Laughing and joining in on the raunchy conversations that never failed to come up.

Carli saw more than one of her coworkers leave with guys who they just met, and it shocked, yet titillated her. Ruth of course, cheered them on.

Carli had been a bookworm in college, and while she knew things like that happened at the parties she always passed on in college, she figured the girls were just sowing their oats and they would get it out of their system. She hadn’t known at the time that “adults” would act that way too.

She had plenty of men approach her at the bar every week. And even with Ruth’s encouragement to expand her horizons, she always chickened out.

Or the men would quickly discern that she was the type of girl that needed some wooing. This crowd was not interested in investing that much time. This crowd was just looking for an easy score.

Ruth explained it casually, that everyone had needs, and had to find the occasional outlet. “We all need to scratch that itch sometimes, sweetie!” She told her with a lewd smile.

She tried to hook Carli up with this hot guy, or that one. She told her friend that she didn’t have to deny herself pleasure. That she didn’t have to wait for Mr. Perfect to come and sweep her off her feet. But Carli was always afraid to go through with it.

She was embarrassed to admit it, even to Ruth, but her fear came mostly from a lack of experience. She had always been shy and reserved, and the only boyfriend she had ever had came so fast, as he roughly took her cherry, that she shied away from any more sexual activity.

Ruth even shared some of her past sexual experiences with her, stories of her younger, single days, and while Carli was scandalized by these tales, she was also very turned on, and wished she could be that brave.

She could picture a younger version of the beautiful woman in front of her, with one high heel on a public toilet seat and her skirt hiked up to her waist, fucking a guy she just met in a dirty ladies room.

Or blowing another man in a taxi on their way to her apartment, because she just couldn’t wait anymore for his cock. Ruth said she had felt it against her belly as she danced with the man.

Then she confessed that she had enjoyed that cock so much, and had such a chemistry with that guy, that she married him!

She went on to describe, in great detail, her husband’s fat 8″ cock, and some of the positions she liked best with it.

Ruth saw signs of arousal in her younger friend as she went on about sex with her husband. But she wanted to open up other potential avenues of pleasure in the girls mind also.

Carli had admitted that she had lost her cherry to her high school sweetheart just prior to them both heading off to their respective colleges. Carli gave Ruth the impression that it was a memory she would rather forget.

Apparently the beau had prematurely ejaculated as soon as he was all the way in. Then blamed Carli for making him wait so long. He got angry with her to cover his own embarrassment. And it never happened again.

It left a bad feeling toward everything sexual for Carli, and she was in no hurry to go through that again. She just had no good experiences to go by.

Ruth listened as Carli opened up with her sad tale about her only boyfriend. How she hadn’t had anymore since that asshole dumped her during the first semester of college.

Apparently he got to his school and discovered the smorgasbord of pussy available, and decided he didn’t want a girl who was afraid of everything.

Sitting alone together at a table in the back of the bar, Ruth smiled wickedly as she probed Carli about college. Didn’t she have any opportunities for naughty fun in the dorm? Ruth hinted at her own experiences, experimenting with her roommate, and other women on campus.

Carli was shocked by Ruth’s admission, but soon realized she shouldn’t be, that Ruth was just totally fearless. She admitted that she had been pursued by a woman in school, but that had frightened her even more than guys!

Ruth laughed and asked what she was afraid of? “Hell, with another woman you don’t even have to learn about new equipment!”

Carli forced a nervous giggle, mostly to play along with Ruth and her carefree attitude. But in her mind she envisioned what Ruth was hinting at. And she pictured Ruth with another woman. She briefly wondered what it would be like to be with her herself.

Then Ruth, reading the girls body language, asked, “You know how to get yourself off, right?” She steered the conversation to masturbating, whether she had any toys, or just used her fingers?

Blushing furiously, Carli eventually admitted to using her fingers, and occasionally her hairbrush handle, to find relief.

Ruth, completely aroused by the visual image of the hot young woman finally letting go and getting herself off, put her hands over Carli’s hands on the table. She assured her young friend that she was perfectly normal in doing that.

She told Carli that they should make a visit to Ruth’s favorite adult book store, for some proper toys. Carli blushed as she imagined being in a place like that, with a woman like Ruth.

Ruth looked her up and down appraising her in an intimate way, and reminded her that she could have a man, or a woman, who would scratch that itch for her. That she was a beautiful woman, who simply needed some good sexual experiences to start her off.

Ruth often reminded Carli that she should not be so reserved. That she was missing out on so much. Ruth reached out casually and opened the top two buttons on Carli’s dress shirt.

Carli held her breath as Ruth explained again, in a soft sensual voice, that she was beautiful and could have her pick of lovers. Carli was definitely starting to think that she should loosen up.

She knew she was missing out, and being around Ruth was showing her that it was okay to not be the good girl all the time. She started to scan the crowd for the cute guy who had flirted with her earlier.

Ruth’s coaxing, and the liquor, had her ready to at least make an effort. She was horny, and she knew Ruth was right about a brush handle only being so much fun.

But that’s when she saw him, walking out with a hot blonde in a skirt shorter than anything Carli would ever dare to wear.

Ruth had watched the girl grow excited at her stories, and saw her face as she hopefully scanned the crowd. Then she saw the crestfallen expression, and looked up to see the man leaving with another woman.

Ruth knew the girl was so close to opening up, to allowing herself some carnal release. She was rooting for her to find a way to relax and release her inner desires.

Ruth wanted nothing more than to bring Carli home to play with her and her husband some day. She had been grooming her to be more comfortable with her sexuality, hoping to get her some casual experience with sex. To open her up to the world of pleasure, so she could eventually add to that world.

When she saw her young friend crushed by the missed opportunity, she knew it was time for a different tact.

As Carli stared into her drink, mentally incriminating herself for being so awkward, Ruth was texting her husband. She explained the situation and told him that she was bringing Carli home. She quickly worked out a plan, and explained to Roger his part to play.

“Okay, that’s it! No pouting on girls night” Ruth proclaimed when she was done texting her husband. She reached out and gently took Carli’s pretty face in her hands and drew her eyes to her own.

“I’m sorry.” Carli whispered, her voice choked up with emotion. “It’s just that I always think. I can never just act. I’m always so fucking scared. I know I will never be as outgoing as you. But, fuck, I don’t know.”

Ruth was completely shocked, and aroused, by her young friend saying the word “Fuck”. She just sounded so sexy, saying it with so much emotion.

“Look sweetie,” Ruth said as she gathered her hand in her own again. “First of all, forget about me, and how ‘outgoing’ I am. It isn’t about me. You just need to build your confidence. You need a lover, or two under your belt, who makes you feel good about yourself, and lets you bloom like the beautiful flower that you are.”

Ruth purposely evaded using a man as an example, going with the term lover. She wanted to leave the door open for herself. “Now c’mon, get your purse, we’re out of here.”

“What? Where? Where are we going?” asked Carli, suddenly concerned that her friend was going to take her to visit a male prostitute or a strip club for girls, or, or something! Who knew what surprises this woman had?

“We’re going to my house!” Ruth stated simply. “I was texting my husband just now, and he’s drinking beer on the couch, bored out of his mind. We’re going to drink some wine, and talk some more. And maybe I will let you go through my toy box, maybe you can find something to borrow, and give the hairbrush a break. Roger wants to meet you anyway. Now c’mon.”

Ruth led the girl out of the bar, over her protestations that she didn’t want to intrude. She hailed the first cab that rolled by, and started to tease the cabbie almost right away, mostly to distract and cheer up Carli. But also to titillate her.

At her house, a 20 minute drive away, Ruth’s husband Roger put his bookmark in his Zane Gray novel and laid it on his nightstand.

Getting out of bed, feeling the anticipation and excitement already starting to surge through his body, he shed his tee shirt and his plain white underwear. His cock was already starting to rise up, and he pulled on it a few times, squeezing tightly.

He went to his dresser and pulled out a pair of silky blue boxer briefs, a pair that Ruth had bought for him, and he knew she liked the way the fabric showed off his dick.

He then went to the kitchen and fished out as many empty beer cans as he could carry from the recycling bin, and went to the living room. He scattered the cans haphazardly on the coffee table and turned the TV on to ESPN. He returned to the kitchen and grabbed a fresh beer from the fridge, already drinking some as he returned to the living room.

He propped his pillows at one end of the couch and laid back, drinking beer with one hand, and stroking his cock with the other, awaiting his wife and her friend. It didn’t take long to get his cock to full erection, thinking about what could happen when they got there.

When he heard the cab pull up out front, Roger took another healthy swig of beer and tucked away his cock in his underwear. It stretched the silky fabric and showed off his every detail of his dick

He stretched out on the couch and feigned sleep as he heard the women coming in the front door. He fought to control his breathing.

Ruth and Carli were giggling like schoolgirls when they entered the house. Carli saw the sports channel on the big screen TV, and a large hand dangling over the arm of the couch, which was facing away from them. She expected Roger to look up and greet them, but when he didn’t, Ruth looked at her with a naughty expression and put her finger over her lips to tell her friend to be quiet.

Ruth took Carli’s hand again and led her forward, until they could see Roger, all of him, sprawled out on the couch. His arms above his head, legs parted slightly.

Carli’s heart skipped a beat at the sight. Roger was tall and lean. All sinewy muscle and masculinity. He had thick black hair and a well trimmed beard and mustache, with a touch of gray at his temples, and more on his chin. He was very handsome and distinguished looking.

More black hair covered his toned chest, and tapered off to a thin line that ran down his flat stomach and disappeared into the snug boxer briefs. Carli, already horny, found herself unable to pull her eyes away.

It was what was trying to escape the underwear that really drew her attention. The thin silky fabric barely contained the hard cock inside. She could see it as plain as day. From the distinct shape of the swollen head, to the thick, veined shaft. Even his huge balls were obvious.

“I don’t know why guys like to watch sports in their underwear, but I never complain!” Ruth giggled, looking sideways at the younger girl, encouraged by the hunger she saw there. “I thought he would go get dressed after I told him we were coming here. I guess all the beer knocked him out first.”

“I, I should go!” Carli stuttered, pulling her eyes from the nearly naked man. “I shouldn’t be here.” She started to walk away, past Ruth and toward the door.

Ruth deftly reached an arm around her waist and turned her around, so they came to a stop still facing Roger, but with Ruth behind Carli, her arms encompassing her narrow waist, her tits pushing into her back.

“Why do you have to leave? Are you afraid of sleeping men too?” She chided the girl. She pulled Carli in tight to her, feeling her body tremble, smelling her perfume, as she pressed her tits into Carli’s back and whispered in her ear, “isn’t he sexy? I just love that body. That big dick makes me soo wet. Do you like it sweetie?”

“He’s your husband Ruth, I shouldn’t be seeing him like this!” Carli gasped. But she couldn’t take her eyes off the big lump in the man’s shorts.

“Your right, he is my husband. And I am damn proud of that. I think he’s just sexy as hell. Don’t you think he’s sexy sweetie?” Ruth asked with an extra squeeze of the girls body. She could feel Carli’s tits resting on her forearms, and fought the urge to cup them.

“Yeah, um, yes, he’s very, um, sexy.” Carli managed to say. The emotions in her voice were palpable. Her breath came in gasps.

“Does he make you wet too, honey? Don’t you like that feeling?” Ruth probed into Carli’s ear, being sure to breathe on her neck.

Carli squirmed uncomfortably, not knowing how to handle this new situation. “I guess.” She answered lamely. “But I should not feel this way about your husband!”

“Why? Why shouldn’t you? You aren’t sneaking behind my back to fuck him. I am showing him off to you, that makes it okay.” Ruth reassured her.

“I guess.” Carli whispered. She shuddered from her arousal, and the feeling of Ruth’s breath on her sensitive neck.

“So, doesn’t he make you feel excited? Wet? You can tell me, it’s natural to be horny, looking at a sexy man, especially one with such a beautiful cock.”

“I, I guess, I don’t know what to say.” Carli knew she was feeling exactly what Ruth was describing, but couldn’t admit it so easily.

“Sweetie, it’s okay.” Ruth reassured her. “Come here.” She directed the nervous girl. She let go of Carli’s slender waist and came around to draw her by the hand, closer to the couch, and the man on it.

For his part, Roger struggled to maintain his role as a person asleep. He fought off the urge to grab his cock and stroke himself, he was easily as horny now as the two women who were looking at him. He wanted desperately to sneak a peek at them. He had never seen Carli, but his wife had described her well enough that he wanted to see her for himself.
When the ladies were both beside the couch, Ruth kneeled down and pulled Carli down with her. “Do you want to see it?” Ruth asked in a whisper.

Carli’s eyes were grew even bigger with shock. “He’ll wake up!” She whispered back.

“You think? Look at all these beer cans.” Ruth laughingly replied. “He could sleep through an earthquake.”

Roger thought his own heartbeat sounded like an earthquake to him. He tried to maintain his calm, but he was coiled like a spring.

“Here, give me your hand.” Ruth took Carli’s hand in hers and raised it out over Roger. Carli barely resisted. She was feeling so bad, spying on a passed out man with his wife, but all the talk about sex, along with the drinks they’d had, and her reluctance to be bad was definitely fading away.

At the last second, she stopped. She held her hand still, with Ruth’s holding it, and asked, “Wait, why is he like this?”

“Like this?” Ruth asked wryly. “You mean ‘Why is he as hard as a fucking rock?” Ruth giggled, a little too loud, Carli thought. “Because he’s a man. A man with a high sex drive, like I told you before.”

“So he gets… hard, every time he falls asleep?” Carli questioned.

“Well, not always, but he was drinking, and I told him that two sexy ladies were coming to keep him company. So he’s probably having a naughty dream, about us.” Ruth explained it so casually that it made sense to Carli.

“So he’s dreaming about, what, both of us?!” Carli asked in shock as she realized what Ruth was saying.

“You have to admit, that would be a pretty fucking hot dream.” Ruth smiled. “Now, do you want to touch it or what?”

A vision of what Ruth was hinting at flashed in Carli’s mind. The erotic possibilities aroused her more, and scared her more too. “I shouldn’t.” She whispered.

“Look, what were you saying at the bar. That you think too much. That you should just act.” Ruth felt the resistance slowly drain from her younger friend’s hand. “Now is your chance girl!”

“But, he’s a married man.” Carli whispered. It was the only excuse she had left.

“Yes he is, he’s married to me.” Ruth reassured her. “And I am telling you to touch it. You will love it.”

With that she lowered Carli’s hand down onto the long bulge in the man’s underwear. Roger, having been in suspense since the girls came in, let out an involuntary moan.

Carli jerked her hand away and looked up at Roger wide eyed. Ruth giggled again and took Carli’s hand back to the throbbing cock. “It’s okay sweetie, perfectly natural reaction.”

Carli allowed her hand to be placed on Roger’s cock much easier this time, she wanted to feel him again. “God, it’s actually hot!” She gasped. “I can feel the heat through his shorts.”

Ruth moved her friend’s hand up and down the length of meat in front of them. “I know, my Roger certainly has a hot cock. Imagine how good it would feel in your pussy!” She said devilishly. “Soo much better than a hairbrush!”

Carli let out a little moan at the thought, and Ruth, encouraged, said “You have to see it! Let me pull his shorts down.”

Carli really didn’t want to let go of the throbbing cock, but the idea of seeing it, in the flesh, made her let go quickly. She was feeling more turned on than she could ever remember being.

She held her breath as she watched her bold friend pull her husband’s elastic waistband down, revealing the big, hard prick beneath. She actually flinched when she saw it jump up as it was released from its confines.

“Touch it now!” Ruth whispered excitedly. Carli looked at her with uncertainty. Ruth looked back with a smile and raised eyebrows, and shook her head emphatically, ‘yes’.

Carli didn’t need anyone to hold her hand this time. Her inhibitions were overwhelmed by her curiosity and desire. She quickly reached out and wrapped her hand around the pulsing shaft. Her fingers just barely touched her thumb, it amazed her with it’s size, heat, it’s smooth, solid texture.

She tried to envision herself on her back, as she was when she gave herself to her old boyfriend. It scared her to think of this thing entering her, roughly, like she remembered the act from that night.

But somehow, she knew that it would be different with a more experienced man. That a good lover would be as concerned with her pleasure as his own. Apparently Ruth’s coaching was sinking in, she thought, as she began to slide her hand up and down the hard cock.

She was fascinated with it. She stared at her hand as she worked it up and down. She gazed at the swollen, purple head at the top. She took note of the difference in the thickness from the top to the bottom. It seemed thicker in the middle of the shaft. She admired the slight upward curve, and reflected that Ruth was right, it would feel soo much better than the hair brush handle she was used to.

Ruth was almost beside herself with her need to move the proceedings forward. Her anticipation was palpable. She looked at her husband’s face, and saw both pleasure and frustration. She knew he would need more attention soon too.

She noticed his eyelids raised, ever so slightly, and knew he was watching this new girl, watching her get familiar with his dick. She knew he was probably looking at her face, seeing the rising passion on Carli’s naturally beautiful features.

“Beautiful, isn’t it?” She asked. “Doesn’t it just make you want to suck it? And fuck it?” Without waiting for an answer, she leaned in, making sure her tit rubbed against Carli’s arm, and took Rogers’s cock in her mouth.

She slurped her tongue around the tip, and Carli pulled her hand away. “Don’t stop sweetie, keep doing what you’re doing!”

Carli grabbed his cock again and as she started to slowly jack it off, Ruth started to bob her head, just on the knob at the top. Carli was initially worried about hitting Ruth’s lips with her hand, but soon realized that Ruth didn’t mind.

Carli was fascinated, watching Ruth’s red painted lips stretched wide to accommodate her husband’s thick prick. She tried to envision what it would feel like to have it in her own mouth.

But suddenly Ruth stopped and stood up. “Fuck, this is so hot, my pussy is so wet.” She quickly stripped off her sexy, fashionable dress. Carli was not surprised by the stockings and garter belt underneath. ‘What else would a sexy woman like her wear?’ She asked herself.

Ruth removed her bra, and Carli saw her tits for the first time, the nipples were like little red pebbles on her medium sized breasts. Ruth next unhooked the front clasps of the garter belt from the stockings and reached around to get the back ones. She seemed to have trouble with those, and turned around, essentially pointing her ass in Carli’s face. “Honey could you please undo the back ones for me?” She asked sweetly.

She was bending over above her husband, and noticed his eyelids flutter, a small smile turned up his lips. She winked at him and looked over her shoulder at Carli.

The girl was frozen in place. She still had a firm grip on Rogers’s cock, but she was looking straight into Ruth’s ass. Ruth was wearing a thong, and she knew that even pushing 40, she still had a great ass. And she was very pleased to see her timid friend didn’t shy away from another woman’s ass that close to her.

“These clasps are hard for me. And I don’t want to rip my stockings, Roger loves me in them.” She whispered to the girl. She watched Carli’s eyes travel down her firm thighs and calves, and back up to her ass, even as her hands moved to provide her assistance.

“It, it would be a shame to ruin these.” She said, so quietly that Ruth barely heard her. Her fingers fumbled nervously with the clasps of first one leg, then the other.

Once she was done, Ruth thanked her as she stood back up. “I just need to give my pussy some attention.” She stated, not as quietly as before. She unhooked the garter and cast it casually aside.

She pulled her thong down her legs, the damp gusset sticking briefly to her moist pussy, before popping loose, and slipping down her legs.

Ruth had never bothered to take her shoes off, and when she tried to pull the little panties off her feet, it tangled with her high heel, causing her to teeter.

Carli instinctively reached out to steady her, with the drinks the girls had earlier, there was some clumsy fumbling, before Ruth caught her balance with Carli’s help. Roger almost laughed out loud at his wife’s hijinks.

When Ruth was stable again, she looked down and Carli had a hand on the top of her thigh, just above her stocking. The other was holding her tit. She had a fascinated look on her face as she looked at her hand, a hard nipple was peaking out between her splayed fingers.

As Ruth looked down, she felt a gentle squeeze of the soft flesh. She looked at Carli’s face and the girl was looking at her pussy. Ruth had her pubes trimmed low and sculpted into a triangle, pointing down at her pussy, which Ruth knew was now wet and enflamed.

Carli brought her eyes up Ruth’s body, then looked up and met her eyes. Carli suddenly realized what she was doing and pulled her hands away quickly. “Oh! I, I’m sorry!” she whispered urgently.

Ruth had felt a strong sense of control for a second, while she was standing, naked but for stockings and heels, while a beautiful young woman, fully dressed, knelt at her feet and caressed her, it gave her a real thrill.

For just a brief moment, Ruth thought that she could easily turn this beautiful, young, uncertain woman into her pet. She could train her to be her submissive plaything. But it really wasn’t her style, and she knew it would be more of a challenge to follow her initial plan. To draw Carli out of her shell, to discover the passionate woman hidden inside.

Ruth knew her husband couldn’t keep up his ‘sleeping’ act forever. And she definitely wanted to move on and finally see her young friend naked too. There was so much she wanted to do.

Ruth knelt back down and took Carli’s face gently in her hands, maintaining eye contact. She smiled and told her “It’s okay baby, I liked it” She brushed her lips over the girl’s mouth, and was pleased to feel her lips respond, so she kissed her again, more firmly this time, and Carli returned the kiss tentatively.

When Carli returned the kiss, she made a cute little mewling sound in her throat that made Ruth’s pussy drip. She took Carli’s hands in hers and brought them to her breasts.

Carli stopped breathing for a second and looked Ruth in the eye. Ruth smiled and said gently, “Go ahead sweetie, you can touch me.” Carli bit her lower lip and Ruth saw the uncertainty in her eyes fade to determination.

When Carli started to fondle her tits, ever so carefully, Ruth reached out and started to unbutton her dress shirt the rest of the way, having already undone some buttons earlier. “I want to touch you too Carli. Is that okay?” Carli bit her lip again and nodded her assent.

The two ladies maintained their eye contact as Ruth pulled Carli’s shirt out of her slacks, and slipped it off her shoulders. Carli had to release Ruth’s tits to take her blouse off, but reached her hands right back to them when they were free again, causing Ruth to smile brightly.

Ruth looked at Carli’s tits, encased in a very sensible white bra, and her mouth watered. She drew her fingers, ever so softly, across Carli’s shoulders, and traced her bra straps down to her cleavage. Carli shuddered and let out a gasp of pleasure, so Ruth reached around behind her and deftly unhooked the bra.

As Ruth pulled the straps from the girl’s shoulders, she saw uncertainty again in her eyes. She knew Carli was nervous about showing her body. She needed approval, and Ruth had no problem with that.

“My God, they are beautiful, you are beautiful!” She gushed as she looked the girl in the eye, and cupped her full breasts in her hands.

They were twice the size of Ruth’s, and capped with nipples so dark, they looked black. They were heavy and firm, and Ruth showed Carli that it was okay to be a little more aggressive with them.

She kneaded the lovely tits firmly, and moaned when Carli returned the pressure to her own. Ruth tweaked Carli’s nipples, and Carli gasped and tweaked Ruth’s back, causing Ruth to moan.

Ruth leaned in and kissed Carli again, and soon they were necking as they groped each other, both moaned as their tongues dueled.

Carli’s kisses were sloppy, uncontrolled really, and Ruth thought ‘My God this girl really is a blank slate. We can teach her so much!’

The ladies knelt there, fondling each other’s tits for a while, before Ruth, fighting the urge to suck her friend’s beautiful tits, remembered that her husband was still waiting to be invited to join them.

Ruth briefly wished that Roger really was asleep. Part of her wanted Carli to herself for awhile. But that would happen eventually.

Roger meanwhile, could just make out the girls hands fondling each other’s tits through his mostly closed eyelashes. He could hear them groan and the sound of passionate kisses. He had to grab his cock, he couldn’t wait anymore.

He opened his eyes and as he watched the women making out, he reached down and grabbed his dick, and started to slowly stroke himself.

Ruth heard her husband let out a low growl, and she opened an eye to see his hand working his cock. She knew she had kept him waiting too long. She broke the kiss with Carli.

“We can revisit this later.” She said quietly. Then she kissed the girl again, and they both moaned softly.

“There is so much I want to show you.” Ruth said, finally breaking the kiss. She was very pleased and encouraged by the whimper of disappointment she heard from Carli as she ended the kiss.

Carli saw movement out of the corner of her eye, and looked over to see Rogers’s long fingers moving on his hard cock. She gasped and looked at his face, and their eyes met. Her eyes grew bigger, and Roger said, “Hello, you must be Carli.”

Ruth said “Carli, I would like to introduce you to my husband Roger. Roger, this is Carli.” Carli whispered a “Hello.” She was suddenly shy again.

“Ruth has told me so much about you.” Roger said, still jacking off slowly. Carli found it odd to carry on a conversation with someone who was masturbating. And someone she had just barely met. But then again, she had just been making out with the man’s wife. And they still had their hands on each other.

“She has?” Carli asked, looking back at Ruth. “What? What did she say?”

“She told me that you were very beautiful. And somewhat shy.” Roger answered. He sat up then, swinging his long legs to the floor right next to the women. He reached out and caressed Carli’s face and said, “And she wasn’t lying, you certainly are beautiful.”

Carli blushed and looked back and forth between the husband and wife, unsure of what to say or do.

Ruth took the lead again and said, “So now that the introductions are over, do you want to try out this awesome cock?” She reached out and grabbed Rogers’s wrist and stopped his stroking. Roger pointed his cock right at Carli’s face.

He looked at Carli, and she looked up at him, when their eyes met, he gave her a smile and a nod of encouragement.

She looked down at the purple head pointed at her. “Okay.” She gasped, leaning towards it, reaching out to wrap her little hand around it again.

When she grasped the shaft in her fist, she realized she loved the feel of it, and had missed it already. She started to stroke him slowly, taking time to examine the shaft and swollen head closely.

Ruth had leaned in with her, and now Carli looked at her face with a hopeful smile. Ruth returned the smile and said “Go ahead baby. Just watch your teeth.”

Carli raised her eyebrows and looked at the dick again. That bit of advice made sense, but how do you get something that big in your mouth without touching it with your teeth?

Ruth read her mind and told her, “Just take your time. You can kiss it, lick it, and when you are ready, you can start with the head, and take more as you get used to it. Play with his balls and stroke his cock in time with your mouth, like we were doing before.”

Ruth guided her young friend to turn her body towards Rogers’s dick, then went back to feeling up her tits and rubbing her back, kissing her back, her shoulders, softly murmuring words of encouragement in her ear.

Carli nodded that she understood, and reached her tongue out and lapped the underside of the engorged head. When she heard Roger sigh with pleasure, she glanced up at him and he smiled his encouragement.

She licked it again, running her tongue up the length and around the head. Then again, but up the other side, before placing a big wet kiss on the very tip of it. This time she heard Roger groan, and knew she was on the right track. She remembered watching Ruth sucking him and had to try it. She already liked the way it felt on her tongue and lips.

She opened her mouth and took the tip in, she swirled her tongue around it as she withdrew. Again Roger encouraged her with a moan. So she did it again. And again she was rewarded with sounds of pleasure.

Carli had never known this much lust and desire, coming from both Ruth and her husband. She had spent plenty of nights alone, with her fingers and hairbrush, nights where she was so horny she couldn’t stand it. Nights where she couldn’t imagine herself needing sex more. But this was so much better, yet left her yearning just as much.

Ruth was getting so horny watching the beautiful woman sucking her husband, and she knew instinct that Carli was extremely turned on too. She brought her hand down from Carli’s tits to the button on her pants. She kissed Carli on the shoulder as she undid the button and started on the zipper.

Ruth wanted desperately to play with her own pussy, but she had to get into this girl’s pants. She planned on getting plenty of attention to her pussy eventually, right now she needed to finish her seduction of Carli.

Carli was pleasantly surprised when she felt Ruth undressing her. It was like the woman was reading her mind. She mentally encouraged Ruth to hurry. She needed touched.

Roger was thoroughly enjoying himself also, looking down at this beautiful young woman who was learning to suck his dick. Her big dark eyes were filled with determination, and a new found love for cock.

Her full, pouty lips looked and felt so good as they kissed and sucked his head. He was anxious for her to take more into her sexy mouth, but knew he had to let her do it at her own pace.

Watching his wife grope her and undress her while she sucked him was an added bonus. He loved his wife dearly, and her passion for sex, whether with a man or a woman, was so exciting to see.

He put his hands in the hair at the side of Carli’s head, careful not to be aggressive, and told her “Fuck baby your mouth feels incredible.”

So gradually she did take more. When she felt the ridge of the head slip through her lips, she moaned right along with Roger. She swiped her tongue under the head as Ruth quietly cheered her on. “That’s it sweetie, keep doing what you’re doing. Take a little bit more.”

Carli leaned in further and felt the spongy head against the roof of her mouth. It felt amazing to her, and she moaned again, trying to swipe her tongue and apply suction.

She backed off again and went right back down, taking a little more than last time. Again she was rewarded with sounds of pleasure from Roger.

Ruth continued to whisper words of encouragement in her ear as she slipped Carli’s pants and panties off her shapely hips and down her thighs.

That in itself was so erotic to Carli, Ruth undressing her as she learned to suck her husband’s cock. She was overwhelmed by the whole thing. It was surreal, and she never in a thousand years would have imagined how good it all felt.
She felt Ruth’s hand grabbing and rubbing her ass, as her other hand began to tease her pussy. She didn’t know where to focus her attention. The hard dick she was learning to enjoy, or the sensual touch of her friend.

Carli felt that she should concentrate on her attention to Roger. She wanted to do a good job for him, she knew that she would be rewarded.

As Carli became more comfortable with the big dick stretching her mouth she was able to pick up the pace, prompting Roger to gasp, “Oh fuck baby, that feels so good!”

Encouraged, Carli tried to take more in her mouth, but just then Ruth slipped her fingers into her pussy and she gasped, distracted. She went down too far, gagged and had to stop altogether. “Sorry!” She panted.

“It’s okay baby, take your time.” Roger told her patiently. Ruth looked at her and said, “I think that was partly my fault, wasn’t it dear?”

Carli grabbed her jaw and answered “A little I guess, I just wasn’t ready for… that. And I went too far.”

Ruth apologized, and took note of Carli holding her jaw. “Is your mouth getting sore baby? That is a thick cock to learn on.”

“A little, but it’s okay, I,” She glanced sheepishly at Roger and continued, “I like doing it.”

He smiled at her and told her, “I liked it too baby, you are going to be very good at that, you seem to have a passion for it.”

As Carli blushed, a deeper blush than her arousal had already given her, Ruth spoke up, “Tell you what, I guess I can keep my hands off of you a little while longer. I was just enjoying the moment. I will help you with Roger, and it will give your mouth a break. We can have fun sucking him off together!”

Ruth turned towards her husband and leaned over and wrapped her lips around the cock her friend was still holding onto. Roger let out a groan as Carli wondered what her role should be.

She started to stroke in time with Ruth’s mouth movements. After a few strokes, Ruth stopped and said, “Now you.”

Carli wasted little time taking over for her, and she sucked him a few strokes. When she pulled off to give Ruth her turn, Ruth said, “Okay, now, you take that half, and I’ll take this side.”

Carli looked at her quizzically and Ruth smiled and nodded, and started to run her lips and tongue over her side of Rogers’s hard cock. Carli caught on quickly and joined right in.

Roger moaned and put his arms on the back of the couch, kicking back and enjoying the attention the two beautiful women were giving him.

Ruth and Carli both went up and down the hard dick, swiping their tongues over the head and licking each other’s mouth every time they came together.

At one point they were kissing each other, with Rogers’s fat head in between. He kept moaning and telling them how good they were making him feel.

Every once in a while, Ruth would take the opportunity to take the dick in her mouth and bob her head a few times before passing it back to Carli.

When Ruth was sucking him, Carli was amazed by how much she could get in her mouth. She tried to follow suit when it was her turn, but she just couldn’t do it as well. But she knew she would get better with practice. So she did her best.

Then they would go back to lapping and kissing. Slurping and sucking. Whatever took their fancy.

Carli knew that she would get more practice, because she was through being afraid of sex! Ruth was right, she just needed some good experiences to go from. This was just too much fun, she vowed to quit denying herself.

And as much fun as it was to suck Rogers’s dick, she knew that she would have even more good experiences before the night was out.

The sucking and kissing continued as Roger got closer and closer to cumming. Watching two beautiful women sucking his cock was one of the most erotic things he knew, and luckily his wife was as adventurous as he was, so it wasn’t that rare of an occurrence.

The sensations of the two different styles and skill levels, the sights and sounds of the pair as they worked together to give him pleasure, and it wasn’t long before he felt the familiar feelings of his impending climax.

“Fuck ladies, you two are going to make me cum!” He gasped. “You are making me crazy!”

Carli looked at Ruth for guidance, she really hadn’t thought it through all the way to that. What were they supposed to do? Should they let him cum in their mouths? And which of them should do it? She thought Ruth could do it, he was her husband after all. And Carli didn’t even know if she’d like it!

Ruth again anticipated Carli’s concerns and took the lead. “He shoots pretty hard when he cums, so I’ll take the first shot or two, and you can finish him off.”

Carli looked apprehensive, she wasn’t sure if she wanted to ‘finish him off’. But she realized that this couple was being patient with her, and teaching her to find pleasure. How could she deny them anything? She vowed to do her best. If she didn’t like it she wouldn’t do it again.

So Ruth started to suck her husband’s cock, pulling out all the stops. She wanted him to cum, and she wanted to share it with Carli. She knew Carli wasn’t sure if she would like it, but Ruth was sure she would.

He moaned, “Oh yeah baby, so good!” He brought his hands to her head and started to rock his hips in time with her mouth.

Carli looked on in awe. Roger was basically fucking her mouth! She didn’t know if she could ever handle that. Was he going to do that to her when she ‘finished him off’?

She was very impressed with Ruth and how she just handled it. She was also excited to see the effects it had on Roger, because he was certainly in ecstasy.

Her reverie was broken when he exclaimed, “Here it cums baby! Ooooohhh!” He pushed his hips forward and held them there, his ass off the couch as Ruth began to make almost desperate noises in her throat as she struggled to swallow her husband’s load.

Carli was taken aback by the primal nature of the act. But before she could wrap her head around it, Ruth pulled the angry looking prick from her mouth and gasped, “Here honey!”

Carli was initially not ready for her turn, and she watched as a spurt of jizz shot up in the air, almost in slow motion. Until Ruth grabbed her head and pulled her forward. Shocked, Carli did the only thing she could think of, she opened her mouth and took the cock inside, just as it was shooting again.

Luckily she didn’t have it all the way in yet and it didn’t hit the back of her throat, but the roof of her mouth. Roger continued to moan as the next shot landed on the back of her tongue.

She quickly learned that the salty taste was pretty good, and the cum was warm in her mouth.

The rest that came out just sort of oozed onto her tongue. She realized she was just holding her head still and not really sucking much. So she swallowed what was in her mouth and started to blow him like they had been doing.

But Roger was done. And he quickly became over sensitive. “No, no more babe!” He exclaimed as he pushed her head away. His still semi hard cock plopped out onto his leg.

As Roger struggled to deal with the intensity of his climax, his wife looked at his dick and saw a glob of jizz still on it. She taught her student yet another lesson when she told her, “Don’t waste any baby. Make sure you clean him up good!”

The eager student promptly used her mouth and tongue to clean up every drop. Carli thought to herself as she swallowed the last of it ‘mmm, yeah, I guess I do like it!’

***

Author’s note: When I first conceived this story it was supposed to be a quick, short story.

I guess I am not capable of that. So another chapter will follow.

But I am also working on Chapter 14 of Fun With Photos,

So who knows what will be next! ;->