Chapter 3

Early the next afternoon Rusty and his friends approached Rita Davis' house. Sam and Billy were nervous, but Rusty told them, "Don't worry. It's simple. We just ask if we can do some yard work for her, anything to get talking to her, and then we work from there."

Actually Rusty was as nervous as his friends, but he wouldn't admit it. In daylight his plan sounded silly. They had to try, though. They knew Rita was lonesome and horny, and they were horny for sure. They had to try to get her to see the benefits of sharing favors.

As they turned down Rita's block, they saw that they were in luck. Rita was just driving up to her place, and she started to unload a lot of groceries from her car. The boys grinned at each other, then hurried over to her.

"Mrs. Davis," Rusty said breathlessly, "can we help you with those packages?"

Rita gave the boys a broad smile. "Why, how did you know my name?" she said. "And who are you?"

"We've seen you at the cafe," Rusty said. "I'm Rusty, and these are my friends Sam and Billy. We'd be glad to help you carry in your groceries, Mrs. Davis."

"Okay, boys," she said. "I could use your help. And call me Rita."

Overjoyed, the boys began helping her carry packages into the house. The first step of Rusty's plan had gone almost like magic. Even Rusty himself felt more confident.

"Just bring that stuff right on through to the kitchen," said Rita.

She walked ahead of them, her round ass swinging enticingly back and forth in tight pants. The boys watched it hungrily, remembering how she looked without her clothes on. They remembered especially how much she'd wanted that guy last night, how horny she'd been. They hoped she still felt that way.

They took their time bringing in the groceries, chatting with Rita, but at last the job was done. They had to think of some reason to hang around--but to their relief, Rita thought of it for them.

"You guys have been a real big help," she said warmly. "Can I give you a snack in return? Some pop and cookies?"

"Gee, yes, thanks, Rita," said Rusty quickly. "That'd be great."

Rita beamed. "Well, just make yourselves comfortable in the living room, then," she said. "I wanta change my clothes, and then I'll bring that snack."

The boys-- waited, nervous and excited. Sam and Billy took large comfortable chairs, and Rusty sat on the couch. They were all conscious of how young they must look to Rita, worried that she wouldn't take them seriously.

"What do we do now?" said Sam. "Just ask her?"

"I dunno," said Rusty. "Play it by ear, I guess. Some kind of chance will come up."

In fact he didn't have the slightest notion of how to proposition a girl, let alone a gorgeous, experienced middle-aged woman like Rita. You couldn't very well just come out and say, "Hey, lady, you wanta ball?" He knew that much. But what did you say?

Rita returned carrying a tray of pop and cookies. She'd changed into a long flowing negligee that was semi-sheer, showing the voluptuous outline of her body, and with a neckline so low that they could see the whole deep cleavage of her huge breasts. The boys reddened lustily and had a hard time sitting still.

Passing the food around, Rita smiled and said, "I suppose this thing I'm wearing looks like a nightgown, but I like to be comfortable on my days off."

"Oh, no, it's okay," said Sam, gawking at the plump cleft between her mammoth quivering jugs.

"It's beautiful," said Billy, wide-eyed with horny interest.

"Yeah, nothing wrong with being comfortable," said Rusty, patting the couch beside him. "Why don't you sit down and relax?"

"I think I will," said Rita. "Just a second-I wanta get a beer."

She came back from the kitchen with a can of beer and plopped heavily onto the couch beside Rusty. Her big breasts lurched and bounced, and they realized she was wearing no bra. She crossed her long legs, and her negligee parted at the knees, showing her beautiful tan legs.

"Boy," she sighed, "being a waitress is tough work. I'm still tired from last week."

"Yeah, it must be hard," said Rusty. "Too bad you can't find a better job."

"I always wanted to be a go-go dancer," Rita sighed, "but I guess I'm a little too old for that now."

The boys imagined her up on a stage shaking those enormous creamy jugs, and the image gave them instant cock-stands.

"Oh, no, you're not too old," Sam said earnestly. "You'd make a swell dancer, Rita."

"You really oughta try it," said Billy. "I bet they'd hire you in a minute."

Rita flashed them a dazzling smile. "Why, it's real nice of you kids to say that. Maybe I'll give it a try. Being a waitress isn't just hard work--it's lonely."

Rusty saw an opening and dived into it. Nervously he scooted a little closer to Rita, till their thighs almost touched. "Lonely?" he said. "I can hardly imagine you being lonely, Rita. You're so beautiful."

She smiled sadly at him. "Nobody wants to date a waitress," she said. "I'm not good enough for em.

Rusty grabbed her hand and squeezed it. "Well, then they're fulla shit," he said earnestly. "WE think you're beautiful, Rita. We've, uh, admired you for a long time."

She didn't pull her hand away. In fact she leaned close to Rusty and gave him a quick kiss on the forehead. "You're real sweet kids," she said.

"We're not just kids," said Rusty. "At least we don't feel like kids, not around you."

Just then Rita happened to glance at his crotch, and she saw the long hard bulge of his cock. She blushed slightly, then glanced over at Sam and Billy. Their crotches, too, were sharply tented. With her experience, Rita had no trouble guessing the cause.

"Hey," she said, "you guys have all got hard-ons. Did you come over here to--"

She stopped, too surprised to continue, and there was a long silence, a silence that seemed to last about a hundred years. Everybody, including Rita, slowly turned beet red. Rusty tried to make his mind work, knowing that if he didn't say just the right thing, she'd get mad and throw them out. This was their one and only chance to make Rita-but what should he say? He just couldn't think.

He saw her moving her lips, getting ready to speak, and in desperation he suddenly threw himself on her, kissing her hard. His hands fumbled around and found the enormous hot cushions of her tits. They overflowed his palms as he hungrily squeezed them. Rita seemed too stunned to move. Finally he had to break the kiss and catch his breath.

"Rita," he panted, "please don't be mad. You just turn us on, that's all, and we decided to take a chance. If you don't want us here, just say so, and we'll leave."

He knew he was taking a big risk, saying a thing like that, and he kept lightly caressing the thrusting points of her huge tits, hoping to lull her. Rita stared at him and Sam and Billy, then down at his hands as they played greedily over her big pointed breasts. Then she seemed to go limp, falling back against the couch.

"You--you wouldn't tell anybody?" she said.

"Never," the boys chorused. "We promise."

Rita's heavy eyelashes fluttered, and her pink tongue darted out to lick her lips. She was clearly having trouble making a decision. She was desperately horny, but the boys were so young ... Rusty quickly slid one hand down to her cunt and pressed gently, feeling the spring of her thick muff. Rita moaned softly.

"All right," she said shakily, "if you promise never to tell. Come on, let's go to my bedroom."

She bounced up and marched down the hall, the boys following her. They cast each other looks of glee and delight, and the bulges at the flies of their jeans got bigger and harder. Rusty could hardly believe their luck, and he knew his buddies must be feeling the same way. Poor Rita must really be horny...

Once they got into the bedroom, she seemed a little shy. She sat down on the edge of the bed, blushing, and made no move to undress. To encourage her, Rusty quickly started stripping, and Sam and Billy followed suit. Rita gawked at them.

Rusty knew they must really look like kids to her now, with their slim hard bodies--they all had boyish narrow shoulders, no hair on their chests, no whiskers. The only thing they had going for them was their erect young cocks--and that's just what Rita was staring at.

"You guys are, uh, bigger than I thought," she said, licking her lips. Her eyes were focused hotly on the three erect pricks as the naked boys approached her.

"Yeah, we can take care of business," Rusty said, grinning.

He was proud of himself and his buddies. All of them had bigger dicks than that poor slob she was fucking last night. Billy's stubby cock, the smallest of the three, stuck out fat and hard from his blond pubic down. Sam's slightly longer prick rose milky-pale and blue-veined from his coppery bush. Rusty's hard rod, the longest of the three, strained a good seven inches against his belly, looking thick at its base in his brown pubic thatch.

Still Rita didn't move, so the boys gently eased her onto the bed and drew off her negligee. She was wearing nothing underneath but a little pair of yellow bikini panties. She blushed as the boys ogled her enormous heaving breasts, but she got her sense of humor back.

"I bet those knockers really turn you guys on," she chuckled.

"I'll say," Sam sighed.

"Oh, wow," Billy moaned. "Can we touch 'em?"

"Please, Rita," said Rusty. "We'll be gentle." She smiled. "Sure, go ahead, enjoy yourselves," she said.

Three pairs of sweaty eager young hands leaped for her enormous melon-shaped tits and began to paw and caress and explore. Rita closed her eyes and sighed loudly. Rusty needed both hands just to lift her huge hot left tit, and it was heavy and silky, a thrill to play with. He saw that Billy and Sam were equally excited.

It was blowing their minds, touching real tits for the first time, especially a pair like Rita's. And just as exciting was the prospect of losing their virginity, finding out how it felt to fuck. Rusty prayed that Rita wouldn't change her mind about THAT...

He figured she'd be more willing if they kept her hot and excited, and he searched his memory, trying to think what Rita and Miss Rogers had done to excite themselves when they were alone. It all had to do with that funny little button of flesh between their legs ...

Rusty quickly moved down her lush body, toward her panties, and Sam took his place, monopolizing her left tit. Billy hogged the right one. The two boys were going beyond touching now, kissing Rita's big heaving creamy breasts. Then Sam's tongue flashed out as he impulsively licked her light-brown nipple.

"Ummmmm," Rita murmured, "that feels nice ..."

Billy immediately followed suit, sticking out his tongue and lashing her other nipple. Rita moaned happily. Sam and Billy began to lick and lash greedily over her big brown nipples, realizing that it turned her on. Rusty nodded approvingly. His friends would take care of her sensitive jugs while he got to work lower down ...

Rusty nervously seized the waistband of her flimsy panties and started tugging them down. To his relief, Rita didn't protest. He tugged faster, quickly stripping off her panties and tossing them aside. Blissfully he eyed the wide thick brown triangle of her cunt. At last he was going to explore a real live pussy ...

"Ummm," Rita moaned, "ahhhhh ..."

She was fully occupied with the fun of having her sensitive brown nipples licked and sucked by his two friends. Sam and Billy both had their wet hot lips around her big brown cones, sucking like hungry puppies, and Rita was moaning with delight. Rusty felt it was safe to go ahead.

He gently separated her satiny thighs, and she didn't resist. He got them wide open, and then he stared at the long lush line of her scarlet slit. The flesh was wet and swollen like ripe fruit. He could see the little wrinkle of her asshole, the dark pit of her cunt mouth, the fat rosy lips of her pussy. He wanted to touch and explore it all, but he figured he'd better find that little button that gave her so much pleasure.

With trembling fingers he opened the fat furry lips of her cunt, and there it was, that weird little lump of flesh, red and wet and plump. He remembered how Rita had rubbed herself there, and he placed his fingertip on the tiny nub. It was wet and scorching hot. He began to rub it gently.

"OOOOOOO!" Rita squealed. "Yeah, play with my clit, honey ... That feels so damned good ..."

So that funny little button of flesh was called a "clit". Rusty went on rubbing it, and Sam and Billy, alerted by Rita's moans of delight, crawled down to see what he was doing. They gawked at their first close-up view of a pussy. Then then-hands shot out as they, too, began to rub and explore her scarlet wet gash.

"Man," Billy said wonderingly, "what's all this stuff for?"

"I'm not sure," said Rusty, "but I think this is her cunt--where a guy puts his cock."

He rimmed the dripping little pit of her cunt mouth. It was boiling hot and seemed to nip greedily at his finger. He went back to rubbing her tiny hot clit, wanting to keep her aroused, and Billy used a stiff finger to probe her cunt, while Sam rubbed and tickled the little clenched mouth of her asshole.

"Ahhhh, God," Rita moaned, "you guys are really turning me on ..."

Thick cream leaked steadily from her cunt mouth, and her whole pussy seemed to be swelling up, getting fat and dark red and very hot. Billy wriggled his finger deep into her cunt, right to the last knuckle, and Rita squealed ecstatically.

"Jesus, she's hot in there," said Billy, "like a furnace ..."

Rusty couldn't believe it. Her whole snatch was seething and hot. He just hoped that their luck would hold, that in a while he and his buddies would be putting their stiff cocks into that scorching little hole. Eagerly he rubbed her squirting clit faster and faster, and her hot cream soaked his hands.

"Ahhhhh," Rita whimpered, "gettin' me so excited ... Can't wait any longer . . . Somebody fuck me ... Hurry, put it in me ..."

The boys glanced at each other. The big moment had come, but suddenly they felt nervous. They'd never even touched a woman before, didn't know how to fuck. What if they did something silly, something wrong? Who was going to take a chance and go first?

Rita opened her eyes and looked at them impatiently. "Come on, come on," she said. "Isn't this what you guys wanted? Somebody fuck me, for chrissake! I'm so horny I could scream!"

The boys all blushed hotly--and then Rita laughed.

"Oh, I think I get it," she said. "You guys never fucked a girl before, right?"

"Afraid not," Rusty said sheepishly.

She chuckled. "Well, well," she said, "I been around, but I never thought I'd get three virgins in one day. That's a laugh ... Well, don't be nervous. I'll show you what to do." She looked right at Rusty and said, "You--I want you first. You other guys clear out of the way."

Sam and Billy moved back on the bed to watch, and Rusty blushed hotly, left in the spotlight. He was eager but nervous. Rita opened her thighs very wide, drawing up her knees, and he crawled between them. His pale young prick was rock hard and drooling, but he wasn't sure just how to use it.

"Okay, kid," Rita said, grinning lewdly, "it's easy. Just stick your cock in that hole and pump it. Go ahead--it won't bite."

While Sam and Billy watched pop-eyed, Rusty moved forward between her soft thighs till the red wet head of his cock was touching the dark hole of her hair-fringed cunt mouth. It felt delicious already, steamy and wet and warm around his sensitive cock-head. He shivered with horny anticipation.

"Go on, kid," she panted, "stick it in."

Gleefully bidding a silent goodbye to his virginity, Rusty pushed, sending his hard slim cock into her scorching wet cunt. It felt so great, he almost came at once. His achingly stiff meat was encased in slippery tight hot flesh. He could see that fucking was going to be a thousand times more fun than jacking off. His dry fist couldn't compare with this snug silky tunnel.

"Awwwwwww, YES!" Rita bawled as his slim hard prick nosed into her.

She seized Rusty and pulled him down on her, his hard chest meeting her enormous swollen jugs. She slammed her soaked pussy upward to meet the thrust of his cock, and he could feel her blazing cunt squirting hot cream all over his dick. She began to work her hips in a hot rutting motion, and Rusty imitated it, jerking his horny stiff cock in and out of her deliriously slick twat.

"Yeah, yeah, that's it, kid," she whined, "move it in me... Oh, yeah, like that, only deeper... Deeper..."

Rusty pushed hard, till he was in her clear to his balls, his swollen nut sacs rubbing her soaked hot slit. Rita moaned impatiently, wanting him still deeper, and she threw her long legs around him, digging her heels into his ass. He felt his hard dick finally reaching the end of her seething hole, butting her womb.

"Yeah, now fuck me hard, kid," she panted, "really give it to me ..."

Rusty had no trouble obeying. His natural urge was to work his swollen cock in her as fast and hard as he could. With a moan of pleasure he began to fuck her furiously, delighted with her slick nipping cunt. At last he was fucking a woman, at last... and it was even greater than he'd imagined.

"Oooooo," Rita wailed, "yeah, YEAH! You're good, kid, that's just how I like it-fast an' hard ... Ohhhhhh, Jesus, yesssss... Just don't come too soon... Let me get off..."

That was a much harder order to follow. Rusty was so excited, feeling such dizzying pleasure as he fucked her blazing squeezing box, that he could hardly keep team coming. He did his best, gritting his teeth, pumping away, hoping she'd come soon. He glanced around at his buddies to see how they were taking it.

Sam and Billy looked like statues, frozen in their wonder and excitement. They sat close by, their eyes huge, their mouths hanging open, their hard little cocks hugging their bellies and oozing steady streams of juice. They were gawking at Rusty's slim prick as it zipped in and out of Rita's juicy hair-ringed hole, gleaming with her cream.

"Oh, man," Billy said in a croaky voice, "I can't believe it."

"Me, either," Sam gasped. "It sure looks like fun. Hey, hurry up, Rusty-we want our turn! You're taking all fuckin' day!"

Rita glanced at Sam and said breathlessly, "Hey, kid, I WANT him to take all fuckin' day. You gotta learn about pleasing a woman. We don't come as fast as you do. Let him take his time."

Chastised, Sam kept his mouth shut, he and Billy watching avidly as Rusty's little butt flew up and down between Rita's widely spread white thighs. The noise of their fucking was wet and loud and obscene as Rusty's strong young prick reamed her squirting little hole.

"Awwww, Christ," Rusty moaned, "can't hold out much longer..."

He'd done his best, but her fiery nipping cunt was driving him wild, searing him with pleasure till he just couldn't help shooting his load. He gave a shrill whine of excitement and felt his jism shooting out in thick spurts, flooding her already soaked cunt.

"Ooooo," Rita whimpered, "ooooo, kid, yeah, I'm coming, too ... AHHHHHHH, GOD!"

Her big lush body bucked violently under him, and Rusty had to cling tight to her to keep from being thrown off. She wailed loudly, and her blazing cunt closed around his meat like a vise, squeezing out the last of his cum. It was the most intense pleasure he'd ever felt, and he couldn't restrain his loud yelps of delight.

At last he rolled off her, sighing and panting. Sam and Billy bent over him, eager to get his report. "Hey, Rusty, how was it? What'd it feel like?" they asked breathlessly.

"Oh, man, it's the greatest thing in the world," Rusty moaned, grinning broadly. "I can't describe it. It's just outta sight!"

"Well, don't sit around comparing notes," Rita said impatiently. "I want more cock, and I want it now. You, the redhead--come here."

Now that he'd seen how it was done, Sam wasn't nervous or hesitant. With a big grin he leaped between Rita's outstretched thighs and poked his hard slim prick into her dripping cunt-mouth. He dug in eagerly and deeply, and she gave a loud moan of pleasure.

"Awwwwww, shit," Sam groaned, "you're right, Rusty, it's the greatest... Oh, man, so hot an' wet... Feels fantastic ..."

Rita shut him up by seizing him and pulling him down on her, and Sam gladly surrendered, hungrily licking and kissing her big heaving tits while he worked his stiff young cock in her burning soaked twat. Rita grinned blissfully and let her head fall back, her eyes fluttering shut.

"Yeah, yeah," she panted, "you're good, too, kid ... Keep balling me just like that, real hard and fast... Oh, Jesus, I needed this ..." As she'd done with Rusty, she threw her legs around Sam and dug her heels into his flying little ass, forcing his hard cock deep into her cunt. Sam's plump rosy balls smacked against her wet red pussy, and he rolled his eyes blissfully as he worked his meat in her.

Rusty and Billy sat nearby watching. Naturally Billy was excited, since he hadn't had his turn yet, but Rusty was surprised to find himself just as turned on as before he came. It was a thrill watching Sam fuck Rita. The huge-breasted blonde waitress was going out of her mind with pleasure, moaning and shrieking and creaming all over the bed.

"Ahhhhh, yeah, do it to me, kid!" she bawled. "Fuck me, ball meee .. . Christ, I love it... Just a little more, honey ... Hard and fast... Oh, oh, OHHHHHH, YEAH!"

She was coming again, her lush body rocking violently under Sam's slim freckled frame. Sam yelped and started to shoot his load, and Rusty knew why--when Rita came, her cunt closed tight and milked a guy's dick. No way Sam couldn't come...

Rita gently pushed him off her after a moment, and Sam rolled away sighing, his cock limp and wet. She looked hungrily at Billy. She kept her legs wide open, cunt-cream and boy-cum streaming from the dark hole of her twat. Incredibly, she seemed eager for more.

"You, the blond kid," she panted, "get over here and stick it in me ... Hurry ..."

With a big grin Billy dived between her legs and wriggled his stubby hard cock into her red-hot cunt. When he felt that blazing wet sheath, he gave a shrill squeal of excitement. Rita didn't have to pull him down on her. He hugged her tightly, nosing against her big tits, and began to fuck her like crazy.

"Oooooo, that's it, baby!" Rita crooned. "You learn fast... Yeah, fuck hard, kid, HARD!"

While Sam and Rusty watched, the youngest member of their gang lost his virginity to the wailing, panting waitress. Billy fucked her with flashing speed, his tight round ass bouncing furiously. Sam and Rusty were really proud of him.

Soon Rita was coming again, her big lush body heaving, making little Billy bounce crazily on top of her. He gave a hoarse croak and shot his load into her, his ass jerking wildly. Then Rita rolled him off, and Billy landed on his back, sighing and panting and grinning.

"Wow, Rita," said Rusty, "that was super! We can't thank you enough. I hope we can come back soon--"

He broke off, because Rita was looking strange.

Now that her lust was satisfied, she seemed embarrassed, even ashamed. She jumped up and put on her robe.

"Look, kids," she said nervously, "it was fun, yeah, but I got a little carried away there. I can't really go around balling a bunch of junior high kids. I--I think you better leave now, and not come back."

Gloomily they dressed and left. "Well," said Sam, "at least we're not virgins any more."

"Yeah, but who else is gonna fuck this?" Billy said sadly.

"We'll find somebody else," said Rusty. "We've got to."

He didn't know how they'd do it, but he started working on another plan ...