When I Used To Babysit free porn video

The houses were all quiet, bathed in the moonlight. I shut the curtain and paced back across the living room. It was already past two o'clock. I was bored, there was nothing on televisions, all the stations had signed off over an hour ago. My eyes were to tired to continue reading. This was going to be a longer night than I had bargained for. I laid back down on the sofa, just to rest for a little bit.

I knew I would be out late when I agreed to baby-sit for Holly. She had recently divorced her husband, and now was back into the singles scene. I knew she was a wild woman. The way she ran around in the tightest cut-off jeans and bikini top. A complete and total tease. I could never imagine her as being married. I often wondered if she married him just to have the double moniker; Holly Brande. At least tomorrow I could sleep in, a little. My Dad was fanatical about cutting the grass first thing Saturday morning.

"Dale?"

I felt a hand gently pressing on my chest.

"Dale, wake up," I heard a soft voice say.

"Huh," I opened my eyes. Holly was sitting on the side of the sofa, gently rubbing my chest. "I'm awake."

"Dreaming huh," Holly smiled softly.

"Yeah," I answered and stretched.

"I like dreams," Holly smiled. I almost missed it. But I saw Holly glance down.

"Really?" I suddenly knew I had to wake up. Something was wrong. I shook my mind awake. Blinking hard I realized I was erect! I gasped, half sitting up.

"Don't get up too quickly," Holly said quietly pressing me back down. She still had that knowing smirk on her face. "Wake up first before you get up. So was it a good dream?"

I tried to gather my senses. What should I do. I knew my erection would be plainly visible through my sweat pants. I propped myself up on my elbows and brought my knee up. I glanced down and saw that doing that camouflaged my erection, somewhat.

"Well, was it?" Holly glanced down and smiled. She knew what I was trying to hide.

"Was what 'what?'" I asked. I tried to shift my hips to further cover my embarrassment. Holly kept her small hand pressed against my chest.

"Your dream?" Holly patted my chest. "was it a good one?"

"Yeah," I stammered. I wanted to sit up. But doing so would force me to push Holly off the sofa. Holly was sitting on the edge of the sofa, her left arm resting on me. She had me trapped. "I guess."

"Yeah," Holly glanced down again. "I guess."

My face flushed when she looked me in the eyes. She was teasing me. Making me lie there with this raging erection, and unable to escape. I knew Holly could feel my heart racing. She smiled at me again and slowly patted my chest. We existed in this awkward situation.

"Well," I stammered, trying to think of something to say.

"Well," Holly drew a deep breath. "Why don't you tell me about your dream."

"What?" I said. I wanted to get up and run.

"What was your dream about?" Holly asked again. She adjusted herself on the sofa. I quickly ran my eyes over her. She was wearing a button down shirt that was tied up, exposing her stomach. Only the bottom two buttons were done. Her tight jeans were low on her waist.

"Um, I don't know," I answered. Looking her in the eyes, I noticed she had carefully watched me check her out.

"A good dream like that," Holly overtly glanced down. "And you don't remember what it was about."

I squirmed uncomfortably. My erection wasn't going down. In fact Holly's teasing was making me harder. My attempt to cover up was failing. I felt myself blushing even harder.

"Do you remember who was in it?" Holly asked. She was slowly sliding her hand down my chest towards my stomach.

"No," I answered quickly.

"Really," Holly smiled. "Are you sure."

"Pretty sure," I answered, tensing as Holly's hand moved across my stomach.

"Was I in it?" Holly asked.

"What?!" I was startled by her question.

"Well, was I in your dream," Holly looked directly into my eyes.

"No," I blurted out quickly, a little too quickly.

"No!" Holly smiled. "Why not?"

"I don't know," I stammered.

Holly smiled, "That's too bad. Don't you want me in your dream?"

"I don't know," I answered.

"You don't know?" Holly giggled. Her elbow bumped into my erection. Her eyes widened. I tried to pull my hips deeper into the sofa. "I'm not worthy of being in your dreams?"

"No," I didn't know what to say. "You're worthy, it’s just, well, I don't know."

"I understand," Holly patted my chest.

Holly was teasing me, obviously aware of my erection. She was sitting here teasing me. She wouldn't be doing this unless she was interested. I gathered my strength, "Why did you think I was dreaming about you?"

"Well," Holly smirked. She was a little surprised by my sudden bolder move. But at the same time I saw that she liked it. "Usually people will dream about what they did that day. Since you are here babysitting, I thought maybe I was in it."

"Oh," I said. Holly's had slowly worked her hand down to my stomach.

"You know you were in one of my dreams," Holly confessed.

"I was?" I swallowed hard. Holly's arm bumped my erection again.

"Yeah," Holly smiled. "Do you want to hear about it?"

"I guess," I answered.

"Well, I was locked out of my house, and couldn't get in," Holly said. She readjusted herself on the sofa. As she did her arm came down squarely on my erection. Holly smirked and left her arm there. I tried to pull my hips back into the sofa, but doing that actually made my erection press against her arm harder. "Are you uncomfortable?"

"A little bit," I answered, hoping Holly would let me up.

"Don't be uncomfortable just because I had a dream about you," Holly teased. She knew full well that wasn't the type of discomfort I had in mind. She had no intention of letting me escape from this predicament. She patted and rubbed my stomach, in doing so her arm rubbed against my erection.

"OK," I answered. Her arm rubbing against my erection was driving me crazy.

"So, anyway, I ran over to your house to get some help," Holly continued. "You were home alone. So you let me in."

I tried to shift on the sofa... She was starting to get me really excited by 'accidentally' rubbing her arm against my erection. Holly allowed me to shift, then readjust her arm so it again was brushing against my erection. She was really going to tease me.

"Yeah, so anyway, you let me in and didn't seem to interested in helping me." Holly continued. "I was standing there begging for you to help me and you just sat there and looked at me."

"I did? Why would I do that?" I asked.

"Probably because I was naked," Holly said, making sure she was watching my reaction.

"Oh really?" I tried to act nonchalant.

"Oh really," Holly mocked me. She rubbed her arm against my erection harder for effect. "Wouldn't you like to see me naked?"

"I don't know," I stammered. I felt like my head was going to explode. I had no idea what to say. I couldn't believe this was happening to me..

"I don't think you would mind," Holly said. She rubbed her arm straight up and down on my erection. She looked down, for a second I thought she was going to grab me.

"Really?" I tried to play dumb.

"You know," Holly slid her hand under my shirt. Her delicate fingers running circles around my belly button. I tensed at her touch. "Relax."

"I'll try," I answered. My erection screamed in my sweatpants.

"So, in my dream, you made me pose naked for you," Holly ran her hand farther up under my shirt to my chest. "Then do you know what happened?"

"No," I almost groaned my answer. Holly smiled, she was liking driving me crazy.

"I made you get naked," Holly ran her hand down my stomach, brushing my erection.

"Really," I didn't know how much more of this I could take.

"Are you a virgin?" Holly asked.

"What?!" I answered.

"Are you a virgin?" Holly repeated as she finally put her hand on my sweatpants and wrapped her fingers around my erection. I jumped. Holly smiled and started stroking my through my sweatpants. I looked down to make sure this was really happening. My sweatpants had a small stain from my leaking erection.

"You are," Holly answered her own question. She was right. I had never been with a woman, in fact I had never even been kissed.

"Well," I didn't know what to say.

"Don't be embarrassed," Holly smiled. "How old are you? Eighteen?"

"Yes," I answered. "My birthday was last month."

"Really?'," Holly paused. I thought she was about to quit rubbing me.

"Yup, on the third," I answered.

"Good," Holly teased. She started rubbing my erection again. "You know you can never tell anyone about this."

"I won't," I promised earnestly.

"Oh yes you will," Holly said. "I bet all of your friends will hear the story by noon tomorrow."

"No they won't," I promise.

Holly eyed me carefully. "If I ever hear any stories."

"You won't," I was practically begging.

"Hmm," Holly paused. She continued stroking my erection through my sweatpants. For the first time I arched my hips to give her a better angle. Holly grabbed my erection harder.

"Well," I questioned pleadingly.

"Well," Holly mocked me. "I suppose if this is going to happen I should examine the package." Holly deftly grabbed my sweatpants and pulled them down to expose my erection. I gasped as she touched my erection with her hand. Bare skin on bare skin. "Nice cock."

"Oh yeah," I moaned. I didn't know you much longer hold out. "Its OK?"

"What's OK?" Holly said as she wiped leaking fluid from my cock. I didn't care that she wiped it on my sweatpants.

"My, uh," I stammered. "My erection."

"Your erection?!" Holly laughed, she grabbed my erection and held it up. "My dear boy, this isn't an erection. This is a cock."

"A cock," I said in agreement.

"A nice big fat cock," Holly stroked it hard. "I know I'm going to be sore in the morning."

I smiled as Holly expertly stroked my hard cock. I felt myself building towards an orgasm.

"We better not do it here," Holly said. "I don't want the k**s walking out on us."

"OK," I said. Holly had stopped just moments before I was about to come.

"Let's go downstairs," Holly pulled my sweatpants back over my cock. She stood up allowing me to look over her firm petite body. I quickly sat up. "Are you OK?"

"A little dizzy," I answered. Holly put her hand on my shoulder. "I'll be OK."

"Come on," Holly held out her hand, I took it. She gently pulled me off the sofa. I pulled up the back of my sweatpants as she led me through the kitchen. Holly flicked the light switching leaving the upstairs dark behind us.

"We have a spare bedroom downstairs," Holly whispered as she led me down the stairs. My cock was pounding in my sweatpants. I slowly shut the door behind me. We crossed an unfinished family room to the far corner. Holly opened the door and pulled me in. She switched off the light in the family room, leaving the only light on by the stairs. Holly shut and locked the door.

"This is your guest room?" I asked. I slowly walked to the center of the room. The room wasn't finished yet. The sheet-rocked walls needed to be patched and taped. The closet doors leaned against the far wall. The floor was covered by a small area rugs.

"Yeah, we are almost finished," Holly said. She went to the window and pulled the shades. "I should be able to finish it this winter. Then Todd wants to move down here. He's starting to get to that age where he wants to be independent."

"I see," I answered. "Boys will be boys."

"Speaking of boys," Holly smiled as she walked over to me and grabbed my cock. She started stroking me through my sweatpants. "What do you want to do first?"

"Uh, I don't know," I moaned. I was so close to coming I didn't know what to do.

"You are ready to explode," Holly smiled up at me. "We'll have to take care of that so you can relax and enjoy yourself."

"What do you mean?" I asked. Holly had deftly slid my sweatpants down, exposing my throbbing cock.

"You are going to be incapable of anything until you get off, so I'm going to get you off," Holly smiled and licked her lips.

"Are you going to get naked?" I asked.

"You want me to get naked first?" Holly smiled.

"Yeah," I nervously mumbled.

"OK," Holly stepped back and unbuttoned her shirt. I bit my lip as she peeled off her shirt. She had on a tiny black lace bra. Her small tits actually looked larger than I thought they would be. Holly ran her hands under her tits and cupped them for me. "You like that?"

"Yes," I answered.

Holly smiled. She dropped her hands down and unbuttoned her jeans. She slid her jeans down over her hips, letting them drop to her ankles. She had on small black lace panties that matched her bra. Holly stepped out of her jeans and pushed them towards the corner.

"Nice," I mumbled. I let my eyes wander over her small tight body. Her stomach was perfectly flat with the cutest little belly button I had ever seen. Holly ran her hands over her tan body, guiding my eyes on a visual tour.

"You like this?" Holly smiled at me. She brought her hand up behind her an unsnapped her bra. She turned her back to me and let her bra fall to the floor. Turning around to face me she had covered her tits with her hands. "You want to see?"

"Yes," I stammered.

Holly smiled as she slid her hands off her tits and cupped them for me. Her tits were really small. Barely standing out from the rest of her body. But her nipples were pointed hard. She ran her hands around her tits before dropping them down to her panties. I smiled in eager anticipation. "You want me to take these off?" Holly turned and pulled her panties down exposing her butt.

"Yeah," I licked my lips.

"Not yet," Holly turned to face me. "I want to see you naked first."

"You want me to get naked?" I asked. Holly nodded. Her panties barely covered her. "OK." I quickly pulled of my shirt and tossed it to the side. In one swift motion I dropped my sweatpants, pulling them off with my socks.

"Holy shit!" Holly laughed. "That didn't take you long."

"I know," I laughed. My heart was pounding in my chest.

"Here it goes," Holly slid her panties down exposing her dark pubic bush. She flicked her panties to the corner. She held her arms out. "What do you think?"

"Great," I stammered. A surge of warmth shuddered through me. My eyes wandered all over her naked body, I couldn't get enough of looking at her naked. Holly patiently stood there and let me look at her.

"Are you ready?" Holly said coyly as she walked over to me. Her hand wrapped around my pulsating cock. "You are leaking." Holly rubbed my leakage over my raging cock. The mere touch of her sent another shudder through me. "Just relax and enjoy." Holly kissed me gently on the chest before dropping to her knees.

"Oh God," I moaned as Holly took my cock into her mouth. Her warm tongue massaging my member. I closed my eyes, letting Holly's delicate mouth work her wonders. She sucked me in and out of her mouth slowly, carefully working over my cock with her tongue. I knew I wasn't going to be able to take very much of this.

"Hmm, tastes good," Holly said. I looked down, Holly ran her hand up my chest. "You are really big, it’s quite a mouthful."

"Thanks," I said. Holly giggled and slid me back in her mouth. I couldn't help but watch the wondrous sight of my cock slicing in and out of Holly's mouth. My orgasm was going to come quickly. My body was quickly building towards an explosion. Holly sensing this looked up at me. Our eyes locked. She started sucking harder, driving me towards the end. I looked into her wild eyes, unable to speak as the convulsion racked through me. I felt the warmth gush from me into her wet mouth. Holly squinted in determination as she took my load. Then she swallowed hard.

I blinked numbly as she slowly and surely sucked my cock clean. Her eyes remaining locked with mine as she finished me off. She allowed my still hard cock to pop out of her mouth. It stood there glistening.

"Did you like that?" Holly answered as she wiped the edges of her mouth with her fingers.

"Oh yeah," I stammered. I felt lightheaded.

"I should have grabbed something to wash this down with," Holly opened her mouth for me, showing me my white cum on her tongue. She ran her tongue around in her mouth and swallowed. "You shot quite a load. I almost couldn't handle it."

"I'm sorry," I put my hand on her shoulder. Her skin was hot to the touch.

"I'll just run upstairs and get us something to drink," Holly patted my chest. "Just lie down and make yourself comfortable."

"OK," Holly slipped out the door. I spread out on the bed. Alone, I wondered if this was all a cruel dream. I giggled and whispered to myself. "I got a blow job." I lay there smiling.

"I got you a Coke," Holly quietly shut the door behind her. She crossed the room and handed it to me. "I thought for a moment the k**s were awake."

"That would suck," I took a cool drink from the Coke.

"Yeah," Holly agreed. "I haven't gotten off yet."

"Oh," I smiled. "What do you need me to do?"

"I'll teach you," Holly patted me. Her touch sent a tingle through my still semi-hard cock. "Still pretty hard, that's impressive."

"Really," I took another sip.

"That's what I like about young guys, they get just like that, and can stay hard forever," Holly set her glass on the nightstand. "Are you ready for a lesson?"

"Yeah," I smiled. Holly took my glass.

"First, how well do you kiss?" Holly straddled me. Her warm thighs against my sides. I could feel the soft wetness of her pussy pressing against my cock.

"Uh, I don't know," I answered. I carefully put my hands on her hips.

"Have you ever been kissed?" Holly rubbed my chest.

"Uh, not really," I answered.

"Never had a girlfriend?" Holly leaned in closer to me.

"No," I answered. I was so uncomfortable and unsure around women.

"So, you are a clean slate," Holly giggled. "You better be a good learner."

"I'll try," I promised.

"OK," Holly smiled. She slid flat against me. I could smell the faint smell of alcohol on her breath. Holly leaned in and kissed me on the lips softly. I kissed her back, carefully.

"Relax," Holly encouraged me. "Open you mouth a little." I opened my mouth and tried to relax. Holly kissed me again. I kissed her back. Holly slipped her tongue into my mouth.

"Oh God," I gasped. I hadn't expected that.

"You didn't expect tongue," Holly kissed me softly. "That's the best part. Just open your mouth and follow my lead."

"OK," I answered. Holly kissed me again, I opened my mouth and let her in. the strange warm wetness engulfed me. Her tongue wrestled with mine. I surrendered to her. She led me, teaching me, kissing me. I pulled her close. I never wanted this moment to end.

I found myself swept away, Holly writhed her naked body on mine as we kissed. I ran my hands over her warm soft skin. Her body was firm. I ran my hand over her small butt. Holly spread her legs wide around me. I found the courage to run my finger between her legs. I felt the warm folds of her pussy. Holly let out a sigh at my touch.

"Oh yes," Holly moaned. She pulled my head down, forcing my face into her tits. I hungrily swallowed her small tits. Rolling her hard nipples with my tongue. Holly pressed her chest into me. She was smothering me with her hot body. I pulled her in tighter.

"I want you to eat my pussy," Holly moaned. She slid up bringing her legs up over my shoulders. For the first time I clearly could see her swollen pussy lips. She adjusted herself again, bringing her pussy directly over my face. I felt the heat from her against my cheek. "Lick it."

I tentatively flicked my tongue over her pussy lips. She was musty, yet tantalizing. I gingerly licked her pussy lips.
"Oh yes," Holly moaned. She settled down on me. Her pussy lips pressed against my lips. I wrapped my arms around her legs. I started licking her pussy more firmly. Holly started grinding her hips to match my tongue. "Oh yeah, like that."

I slipped my tongue deep into her wet pussy. She stiffened as I penetrated her. I flickered my tongue in her pussy. She swiveled her hips, making her pussy swivel around my tongue. I pulled her legs down towards me. Forcing her pussy tighter against my face.

"Oh yes, just like that," Holly squealed. She ground herself on my tongue. I thought I was going to sprain my tongue. But her pussy was wet and tasty. I licked her vigorously. I could feel her swollen clitoris pressed against my lips. I moved my licking pattern towards it. Holly adjusted herself slightly, allowing to lick her clitoris with ease.

"Mmm, that is so good," Holly moaned. Her body was tensing with every lick. I could sense she was building towards orgasm. I targeted my licking on her clitoris.

"Oh yes," Holly moaned deeply. I could feel her body shivering. I felt a warm rush in her pussy. Holly moaned as she quivered on top of me. She was reaching orgasm. I continued to lick her, trying to keep driving her orgasm. Holly grabbed my head and pulled me into her pussy. I had difficulty breathing as I rammed my tongue deep into her pussy.

"Oh God," Holly squealed. She shivered again, even harder than before. My tongue was deep in her pussy. "Yes! Yes!"

I felt Holly tense as a second orgasm racked her. I was surprised that I was able to give her two orgasm's. I continued to lick her, enjoying feeling her writhe in pleasure. I kept up my pace, trying to catch a breath whenever I could. She was pressing her pussy tightly on me. She rode me forever, tensing and shivering as she rode out her orgasm.

Finally, I could her slow down as her orgasm passed. I waited until she started to slow down, then I would change my pace or location, sending her into a miniature orgasm. I ran my hands over her legs, she was warm and moist, a fine layer of sweat covering her.

"God!" Holly moaned at last. "That was good."

Holly slowly ground her pussy over my mouth. I slowly released my hold on her hips, allowing her to pulled away from my. My entire face was wet from her pussy. Holly leaned back and looked down at me.

"Oh my God," She laughed. "I soaked you."

"I know," I answered then flicked my tongue over her dripping pussy.

"Oh yeah," Holly giggled. She ground her pussy against me. "Are you sure you've never done this before?"

"Never," I answered.

"You were really good," Holly slid back off my face. She grabbed a rag from the small table next to the bed. She wiped off my face. "Look at how much you made me drip."

"I'm sorry," I answered.

"Don't be sorry," Holly smiled. "You made me come a couple of times, really good ones too."

"Really?" I smiled.

"Yes," Holly leaned back and wiped her pussy. "Where did you learn to eat pussy?"

"Just from porn magazines, and my friend's brother had a porno movie we watched," I answered.

"What kind of magazines?" Holly set the rag aside.

"Just Penthouse and Hustler," I answered.

"What did you think the first time you saw a pussy?" Holly settled back, sitting on my chest.

"Honestly, at first I was kind of grossed out," I laughed. The first pussy I ever saw was a big old hairy pussy that didn't look sexy at all.

"But since then you've learned to appreciate pussy?" Holly ran her fingers around her pussy lips.

"Oh yeah," I responded. I was watching her finger herself.

"And you liked sticking your tongue in here," Holly slipped her fingers into her wet pussy.

"Definitely," I responded.

"It felt so good," Holly cooed as she slid her fingers in and out of her pussy. Her fingers glistened with her wetness.

"Thanks," I was mesmerized by watching her finger herself.

"You like watching me," Holly smiled down at me, she started gyrating her hips to match the rhythm of her hand.

"Yes," I said.

"Do you want to watch me masturbate?" Holly smiled devilishly at me.

"OK," I answered.

"This won't take long," Holly moaned. "You've got me so horny."

I sat back as Holly fingered herself. I could feel her tightening up, quickly building to another orgasm. I ran my hands over her thighs as she quickly fingered herself to an orgasm.

"Oh God!" Holly squealed. She was fingering herself furiously as she writhed on top of me. Another orgasmic wave rushing through her body. I held her legs firmly, fearing she would slip off of me. Holly squinted in intense concentration as the last orgasmic wave passed through her.

"Wow," I said softly.

"Wow is right," Holly slowly rubbed herself. "I never masturbated for someone before."

"Really?" I said.

"Yeah," Holly smiled at me. "I just saw you watching me play with my pussy, and felt the urge to masturbate for you."

"An urge?" I questioned.

"Yeah, you were watching me so intensely," Holly smiled. "It just made me hot."

"Well, it was nice," I smiled

"Thanks," Holly smiled back. "I'm not to heavy for you, am I?"

"No," I answered. She was so tiny and dainty, It didn't even feel like she was sitting on me at all.

"Good," Holly smiled. She turned and looked over her shoulder. "How are you doing down there?"

"Good," I answered. My cock was stiff in the air.

"That's what's ice about being a young guy," Holly slid off me. "You can stay hard for hours, even after you come."

"OK," I answered. Holly laid down on the bed next to me.

"Do you want to get on top?" She smiled. "My knees are getting tired."

"OK," I rolled over. Holly slid under me to the center of the bed. She slid her legs open, allowing me to get between them. I crawled over on top of Holly. She spread her leg wide for me. I came down on top of her, trying to line up my cock with her pussy.

"Having a little trouble," Holly patted my shoulder.

"Well," I laughed. I was trying not to crush her, and slip my cock in her pussy at the same time.

"Here," Holly reached down and guided my cock into her pussy. I felt my cock melt into warm wetness. I thought I was going to explode. I could never have imagined pussy felt so good.

"Oh yeah," I moaned as I started pumping.

"Yeah," Holly moaned in agreement. She adjusted her body of give me a better angle of penetration. "Just like that."

"This is great," I moaned. I had found my rhythm. Holly pulled me to her and kissed me deeply. I penetrated her mouth with my tongue. She moaned softly, then matched my kisses. Kissing her deeply as I fucked her turned me on. I kissed her harder and started pumping harder. Holly gasped into my mouth.

I fucked Holly silently. Enjoying every moment. Feeling my hard cock slicing in and out of her pussy. She wrapped her legs around me and let me ride. I felt myself building towards orgasm. I didn't want this to end. I pulled out.

"What's wrong?" Holly asked.

"Nothing," I stammered. "I just wanted to change positions."

"You were getting close," Holly ran her hands over my chest. "You are stalling."

I shrugged as I sat up. Holly wrapped her legs around my waist, arching her hips, she deftly slid towards me, sliding my cock back into her pussy. She started grinding her hips. The position was a little uncomfortable, so I pulled Holly up to me. Holly pressed herself close to me, kissing me. She slowly gyrated on top of me, teasing my cock.

"This is getting tiring," Holly whispered in my ear.

"Yeah," I answered. "Its not to comfortable either."

She slid off of me. I glanced down and saw my cock was glistening from her wetness. She pullled away from me and pushed me back. I fell back on my back. Holly slid on top of me. My head nearly fell over the edge of the bed.

"Now, no more stalling," Holly mounted me, sliding my cock in her pussy. "Now I'm driving."

"Oh God," I moaned. Holly started grinding her hips into me. My cock was buried deep in her pussy. I grabbed Holly by her waist pulling her towards me. I hunrily swallowed her small tits. She wrapped her arms around my head and pulled me in.

I licked and sucked her hard nipples. I knew it wasn't going to be long before I exploded. I never wanted this to end. Holly pushed me back down, grabbing my arms she pinned them to my sides. Now as she had me pinned, she ground her pussy hard against me.

"Oh my God," Holly whimpered. "I can't believe it."

"What?" I asked. Holly only whimpered and rode me harder. I could feel her tensing in anticipation again. I smiled up at her. Holly bit her lip in concentration as she gyrated her hips over me. Lowering her head in determination, she drove herself towards orgasm. I lay back and let her ride. She whimpered softly, twitching in delicious pleasure.

"My God," Holly smiled down at me. "This has never happened before. I like it"

"Thanks," I smiled. I arched my hips driving my soaked cock deep into her pussy.

"I'm sorry," Holly giggled. She laid on top ov me and kissed me deeply. She finally released my arms. I wrapped my arms around her and started pumping again. Holly matched my pace. I was building quickly toward orgasm. Holly sat up, giving me the best angle into her pussy. She propped herself on my chest and rode me.

"Oh God," I moaned. I felt warmth explode from my cock. Holly slowly rode me, milking my cock. I laid there and let her gently rock me.

"Oh," Holly smiled. "That was a big load."

Holly slid off of me. My still hard cock glistened. She looked down at her pussy. I propped myself up on my elbows. She grabbed a rag. I watched as she tensed her pussy. White liquid oozed out. She wiped it up. Squeezed out some more, and wiped. Until she was satisfied she was clean.

"You are still hard," She wiped off my cock. She turned and tossed the rag off the bed.

"Yeah," I sat up and slid in behind Holly.

"Uh oh," Holly said. "What are you doing?"

"Nothing," I said. I put my hands on Holly's hips, turning her away from me. She turned for me, settling on her hands and knees. Her tight ass in the air towards me. I slid in behind her, sliding my hard cock into her pussy.

"You just can't get enough, can you," Holly giggled.

"No way," I answered. I was slowly fucking her. Letting myself enjoy every stroke. Holly lowered her head and let my pump long slow strokes. I looked down and watched in fascination my wet cock sliding in and out of her pussy. Her pussy lips flared in and out with each stroke.

I settled in and just enjoyed the slow fuck. I felt a tingle run through me. It was going to take a little more for me to come this time.

"Do you want to switch positions?" Holly asked. "My knees are getting a little sore."

"OK," I answered. I had fucked her doggy style enough. I pulled out of Holly. She laid down on the bad, still facing away from me. I lowered myself down on her, my cock slipping back in her pussy. Holly arched her hips for me. I starting fucking her slowly again. Her firm ass slapping against me.

"God, I can't believe yo are still hard," Holly said.

"Are you k**ding, you do this to me," I teased. I kissed her on the back of her neck. I roled to the side, pulled Holly onto her side. Holly lifted one leg into the air. My cock never slipped out of her pussy. I shifted down and fucked her gently. Reaching down with my hand, I rubbed the outside of her pussy. I could feel myself getting warm.

"I think I might have one more left in me," I said. I slipped out of Holly, and rolled her on her back. I wanted to fuck her hard. Holly opened her legs, I rammed my cock in her pussy. She shimpered softly as I penetrated her.

"Did that hurt?" I asked.

"Yeah, but in a good way," Holly smiled at me. "I'm just not used to it being so big."

"Yeah, right," I smiled. I started to fuck her harder.

"I'm serious," Holly said to me. "You are pretty big."

"Yeah," I responded. I didn't really believe her, but as long as I was fucking her, I might as well enjoy the fantasy.

"Yeah," Holly moaned. She wrapped her legs around me. Holding me tight as I fucked her vigorously. I could feel myself starting to build towards another orgasm. I looked down at Holly, I knew what I wanted to do to her. But would she be willing. I fucked her harder.

"What?" Holly asked me. She could tell I wanted something. "You want something, don't you?"

"Yeah," I answered. It wouldn't be much longer now. I slowed my pace, allowing me to enjoy the coming pleasure.

"What is it," Holly asked. She bounced beneath me with my every stroke.

"Well," I rammed my cock deep in her. Holly moaned.

"It's dirty, isn't it," Holly smiled at me.

"Yeah," I smiled back. "But I don't know if you will do it."

"I don't know," Holly said. "But you won't know until you ask me."

"OK," I let herhave several long strokes. "I want to come in your mouth."

"OK," Holly said. "You've already done that."

Holly started to pull away from me. I stopped her, and pulled her back close.

"Oh," Holly looked at me, knowing what I really wanted.

I continued to fuck her, wondering if she would let me.

"That is dirty," Holly smiled. "I've never done that before."

"So you won't do it?" I asked.

"Well," Holly answered. She glanced down. "If you really want it, I'll do it."

"Great," I answered. I was totally turned on now. I starting fucking her towards orgasm. Holly held on and waited. I felt the coming explosion. "Ready?"

"OK," Holly answered. I pulled my cock out of her pussy. I crawled up on the bed. Holly grabbed my pulsating cock, guiding it into her mouth. She moaned at the taste of her own pussy.

"Oh yeah," I moaned as I settled on top of Holly. She settled back as I fucked her mouth. Her talented tongue ran over my cock. I rammed my cock deep in her mouth as I came. Holly whimpered as she took my load.

I slowly fucked her mouth. Holly swallowed my whole load, then carefully sucked my cock clean. I was impressed. I rolled off of her and collapsed, finally spent, on the bed.

"I taste pretty good," Holly giggled as she wiped around the corners of her mouth.

"I know," I answered. I was spent. My cock was finally starting to go soft.

"So, I finally wore you out," Holly laughed softly.

"I guess," I answered.

"Its about time," Holly sighed. "You wore me out."

"Really," I answered. We were laying side by side, totally spent.

"Really," Holly said. She ran her hand through her hair.

I just laid there, taking in everything that happened. I had gotten laid.

"So," Holly propped up on an elbow. "Was it what you expected?"

"That and more," I smiled back.

"It certainly was," Holly curled up next to me. Her body was still hot.

"Oh yeah," I snuggled back. Managing to land right in the middle of the wet spot.

"This is nice," Holly whispered softly. "But don't get to comfortable, I still have to get you home."

"I know," I said softly. "I could fall asleep right here."

"Well, we better get up before we doze off," Holly pulled away and sat up.

"Yeah," I sat up. Holly slid down to the edge of the bed. She started gathering her clothes together. I swung my legs over the side of the bed. Leaning over I found my socks and slid them on. I glanced over at Holly, she was buttoning her shirt.

"Did you want me to drive you home?" Holly asked.

"No," I answered. I usually would just cut across the back yards. No need to change my routine my now.

"I figured that," Holly pulled on her jeans. They were os tight, she had to wiggle herself into them.

I stood up pulling up my sweatpants. I smelled like sex.

"Did you hear something?" Holly crossed over to the door. She quietly openend the door and looked out into the family room. "I could have sworn I heard something."

"I didn't hear anything," I said. I followed Holly to the door.

"Oh, I must be paranoid," Holly said. She flicked on the lights. I lead the way across the family room to go upstairs. I felt Holly's wetness in my sweatpants. I quietly opened the door at the top of the stairs. The small light above the stove was on.

"What's it like outside?" I asked. I bent over and slipped on my shoes.

"It's nice," Holly patted my back. "A nice fall night."

"That's good," I had finished and was ready to go.

"I suppose I should pay you," Holly said. She looked at me mischievioulsy. "For the baby-sitting, not the hot sex."

I smiled. Holly walked over to her purse on the counter. She pulled out some bills, counted them quickly, then handed them to me.

"Thanks," I said. "For everything."

"You enjoyed it?" Holly put her hands on my hips.

"Of course," I responded. Holly smiled up at me, coming up on her tip toes she kissed me softly.

"Now, go home and get some sleep," Holly smiled as she kissed me one last time. "I may need to hire you for some more babysitting in a week or so."

"I hope so," I joked back. I slipped out the door into the garage. Holly waited until I cleared out the back the door until she shut off the light. I walked across the backyards towards my house. Dawn was breaking to the east. My shoes were getting wet from the heavy dew. The fall air was a little cool, but I still was warm all over. I had lost my virginity.