Note: This story was dynamically reformatted for online reading convenience.
 
 Breathless

   by Adam Bookbinder wordfactory72@yahoo.com

   Story code: F/b

   Back Cover

   Breathless is an unashamedly graphic account of the seduction of an
11-year-old boy by a young woman.  Living out her most decadent of erotic
fantasies, she finds herself with a boy who, although virginal and
inexperienced, is as eager to learn as she is to teach.

   Chapter One

   She gazed at the ceiling, hardly able to take in the events of the
afternoon.  My god, she thought to herself, she'd just been romping nearly
naked with an 11-year-old boy on her sofa bed.  She couldn't believe what
she'd done, but it had been an incredible experience that had left her
feeling breathless and yearning for more.  Much more.

   Her heart was still racing since he'd left her apartment, just a few
short minutes ago, and she lay there savoring her excitement and the
eroticism of the moment.  She gently ran her fingertips across her nipples
and sighed as she remembered the delicious feeling of his young skin
against her own.

   She had been delirious with excitement after getting him back to her
apartment, and had begun to kiss him urgently without either of them
uttering a word.  The sexual tension was electric.  She'd pulled his
clothes off without resistance and was delighted as his trembling fingers
had helped her with her own.

   She stripped down to her panties, leaving his underpants on too, to
avoid any embarrassment that their complete nakedness might have caused
him. A pretty, 28-year-old woman in just her panties was probably about as
much as an 11-year-old boy could handle, she'd thought.  Better to keep
their genitals aesthetically packaged in cotton underwear than risk scaring
him off.

   He was so sweet.  He'd had to go home to avoid being late for his
dinner, but she'd virtually had to push him out of the apartment or he'd
never have left.  But he'd be back in an hour or so, as soon as he'd eaten
his meal, and on Saturday evenings, he'd told her, he was allowed to stay
out until 9pm.

   It was hardly worth getting dressed again, she mused to herself.  Maybe
she should just lie there as she was, with the front door slightly ajar, so
that when he returned he would find her, nearly naked and still aroused
from their earlier fumblings and her own exploring fingers.  Next time, she
decided, his underpants were definitely coming off, and they'd make love,
with candles burning and soft music playing in the background.

   Her heart raced as she thought about him.  She wanted and needed him
more at that moment than she'd ever needed anybody before.  She chewed her
bottom lip as she remembered how good it had felt to explore his lithe,
slim body.

   What sort of girl am I?  she asked herself rhetorically as she
remembered him lying on top of her, with his smooth, flat tummy pressed
firmly against her own.  And when she'd kissed him he'd ground his hips
against her gently, almost surreptitiously, perhaps hoping that she
wouldn't notice.  His hardness had thrilled her.  It felt about the size of
a man's ring finger, which was nice, and it was certainly big enough to
have plenty of fun with.

   I wonder if he'll have any hair yet?  she thought.  Not that it made
much difference, but somehow the thought that he might be completely
hairless aroused her more.  It made him more of a child, and their
encounter somehow would be all the more taboo.

   She'd find out soon enough.  The minutes were ticking by.

   Her fingertips traced complex lines across her skin as she contemplated
his prepubescent body.  It would be nice if he was hairless, it added to
the erotic perversity of it all.  And, she savored the prospect of her
tongue finding smooth, hairless skin at the base of his penis; a lovely
contrast to the acrid smelling, hairy bush of a man...  such a delicious
thought!

   The minutes were passing.

   Her fingers slipped below the waistband of her panties as she
contemplated their next encounter.

   He'd be back soon.

   Her legs spread wider as her fingers found the hard little bud at the
top of her moist groove.  She breathed deeply.  Was that footsteps on the
stairs she wondered?

   Chapter 2

   The door to her apartment clunked shut behind him.  He smiled and she
was sure she could see desire in his eyes.

   He was such a darling.  To get back so quickly he must have wolfed down
his tea and run all the way back without stopping.  There were beads of
sweat on his forehead and he was panting, which was not surprising since he
lived about three miles [5 km] away.  She casually glanced at the clock on
the wall.  It had just turned six.  They had about two-and-a-half hours if
he was to be home by nine.

   Adrenaline shot through her veins like electricity and her pulse raced.
She could do a lot with a willing 11-year-old boy in two-and-a-half hours.
He grinned at her.  She was still lying on the sofa bed in just her
panties, her head resting on a pile of soft feather pillows.  There was no
need to get up.  She just grinned back and gave him a seductive look that
said, God, I fancy you, and she was sure that even a little boy of
Matthew's age would understand its meaning.

   He was breathing quickly, but he wasn't still panting from his run
anymore, he was turned on, and he was staring at her with real excitement
in his eyes.

   She liked him looking at her.  She knew her body was sexy, and the
exhibitionist in her loved showing off...  especially to a cute young boy.

   Zoe was lithe and slim, with small breasts, narrow hips and a flat
tummy. When she lay on her back with her arms over her head, her breasts
almost disappeared, and you could see the faint outline of her ribcage
beneath her smooth, pale skin.  One of her favorite role-playing games,
with adult boyfriends, was to dress up as a schoolgirl, and she loved the
reaction she got when they saw how convincingly young she looked.

   When she tied her long dark hair into pigtails and dotted a few freckles
across her delicate nose, she was so convincing that her boyfriend, Adam,
had said that it was like fucking a real 14-year-old.  Zoe had liked that.
She liked playing the horny little schoolgirl in bed, and it was nice to
know she did it well.

   It was something she'd done with all her past boyfriends.  Apart from
the fact that it was good, sexy fun, it opened the door to discussing all
sorts of other sexual fantasies.  If a guy was turned on by schoolgirls,
well, that was what Zoe wanted...  a lover with a dirty mind who would
accept her fantasies about young boys.  Her adult boyfriends had to accept
her fantasies, and Adam positively encouraged her.

   During the time they'd been together, Adam had taught her a lot about
the sexuality of prepubescent and pubescent boys from recollecting his own
precocious childhood.  What he'd told her simply confirmed her belief that
some young boys really did get horny, a fact she was now discovering for
real.

   Matthew was staring right at her crotch.  God he was cute.  She spread
her legs for him, and her heart fluttered as she watched his jaw drop
slightly and his eyes widen.  Oh god, this was going to be fun.  He
couldn't take his eyes off her.

   She slipped her hand into her panties and her fingers slid down,
in-between her slim legs and over her smooth hairless lips.  She didn't
like pubic hair.  As far as she was concerned it got in the way of oral
sex, so for years now she'd been having it professionally removed.  It was
expensive, but the results were worth it.  Smooth bare skin, without rashes
or nasty little patches of stubble.

   She wondered again if Matthew was hairless.  The memory of his little
hard-on was still fresh in her mind from this afternoon when she'd felt it
pressing into her as they'd cuddled.  Then, as he'd got up to leave, she'd
caught a brief glimpse of it through his pale-blue underpants before he
pulled on his jeans.

   "You got back quickly," Zoe said smiling, "were you missing me?" She
spoke slowly, watching him closely, and, while she spoke, her middle finger
found her hard, moist clitoris, and she pressed it gently.  She knew the
boy could see her hand moving inside her pants.  She wanted him to see, and
she watched his reaction.

   Matthew nodded slightly in answer to her question, but his eyes remained
fixed on her crotch.  He was transfixed, mesmerized by what she was doing.
He certainly wasn't scared or nervous.  She watched his expression
carefully as her finger slid down the length of her slit to her vaginal
entrance, and then back up to her clitoris.  She was very wet, and very
turned on.

   Her courage grew as it became obvious that he was enjoying her little
show, and her hand moved more rhythmically between her legs.  If Matthew
knew anything about masturbation, he must know what she was doing, and from
the look on his face he certainly seemed to.  He was breathing erratically,
and then, in what seemed like a completely subconscious action, his hand
moved to his own crotch and he squeezed himself gently through his jeans.
Oh my God, she thought, I'm turning him on!

   In her fantasies she'd hoped above all else that little boys could get
horny.  Her fantasy boys were always able to get and maintain an erection
for long enough to make love.  Adam had told her that little boys could
certainly do that, and he'd said that they could have orgasms and almost
immediately regain an erection.  In fact, he'd told her, when he was a
young boy he used to masturbate several times a day, and could bring
himself to orgasm over and over again without loosing his erection.

   This sexual athleticism is lost soon after a boy starts to produce
sperm, he'd told her.  A lot of prepubescent boys, he'd explained, could
orgasm more like women, and keep going after orgasm without loosing their
erection, or without needing much time before they regained it.

   They could also have more orgasms and keep going for longer than
post-pubescent males.  He'd based these facts on his own recollections of
pre- and post-puberty but he had also shown her some research conducted by
Kinsey that backed up what he'd said.  After learning these facts Zoe's
fantasies about little boys had gone into overdrive.

   She hoped that Matthew would have this natural, prepubescent puppy-lust.
She wanted to make love to him slowly and sensuously and make him come
sweetly in her arms while she kissed him, their tongues entwined.

   She also wanted to fuck him.  She wanted to come with his schoolboy cock
in her while she gripped his tight little buttocks.  She wanted to lay him
on the bed and wank him off over and over again.  She liked the thought of
masturbating a child to orgasm, and she hoped she'd be able to make Matthew
come over and over again.

   "Why don't you take your T-shirt off like before?" Zoe asked him.

   He looked up at her and blushed, his cheeks flushed pink.  Then, without
hesitation, he pulled his top over his head.

   "Shall I take my jeans off too?" he asked, a sparkle of mischief in his
eyes.

   It was no surprise to Zoe that he'd asked, after all, they'd got down to
their underwear earlier, and Zoe was still only wearing her panties.

   She nodded enthusiastically, her eyes locked with his, communicating her
passion.  She sat forward on the bed and grabbed a cool glass of mineral
water as Matthew fumbled with his zip.  The adrenaline was pumping.  He was
simply gorgeous.  Short blonde hair, big blue eyes, and smooth, pale skin
that was so perfect, so unblemished and with that radiance that is lost
soon after adolescence.

   He pushed his jeans down to his ankles and then stood rather awkwardly
in front of her wearing just his underpants.  Zoe swung her feet down onto
the floor and leaned forward slightly to get a better look.  Kicking his
jeans to one side he shuffled awkwardly from one foot to the other, his
eyes alternately shifting between Zoe and a spot on the floor just in front
of his feet.

   There was no rush, and Zoe savored the view, taking another sip of
mineral water as her mouth was dry with excitement.  Despite the fact that
she was wearing only the briefest pair of panties, his own partial
nakedness seemed to embarrass him slightly.  He seemed momentarily occupied
with the mark on the floor in front of him, extending his right toe and
rubbing it as if trying to remove it.

   Zoe could hardly believe her luck.  It was a dream come true.  A real,
live, 11-year-old boy was standing in front of her in just his underpants,
and this was no fantasy.  She admired his near-naked body.

   He was very slim, without being skinny, and he had a lovely flat stomach
with a small, round tummy button that was neither an inny, nor an outy.  It
was as if someone had drawn it and then stuck it flat onto the surface of
his skin.  Zoe loved it.  It was sexy and cute.  She could imagine
drizzling honey all around it in a spiral.  Then she'd lick it off slowly,
the tip of her tongue following the outer arm of the spiral, licking round
and round until it reached its centre.

   His chest was smooth and flat, without the muscle development an adult
man would have, and his corrugated ribs were just visible through his pale
skin.  She liked his nipples.  They were small and faintly pink with a tiny
round knob of flesh in the centre.  Although small, they were adorably
suckable, and she hoped she'd be able to make them hard when she played
with them later.

   He was staring at her now in what Zoe thought was a very adult way. 
They'd already romped together nearly naked that afternoon, and, from the
look on Mathew's face, he wanted more.  As she studied him she noticed his
beautiful big, blue eyes and boyish good looks.

   God she fancied him.

   Maybe he'd like to be her other boyfriend.  She liked the thought of
that.  They could go out on dates together.  She could take him to the
cinema and snog him on the back row when no-one was looking.  They'd sit in
a corner at the back.  Then she'd pull a coat over his lap, unzip his
jeans, push his cotton briefs to one side and wank him off.  That was
sweet. She could imagine him coming in the dark behind rows of people
watching the film with no idea what was happening behind them.  She
imagined Matthews contorted expression, his bottom lip sucked in-between
his teeth as he tried desperately not to make a sound.

   Zoe flashed him a wicked grin.  "Dare you to take your undies off," she
said, her eyes sparkling.

   Matthew averted her eyes bashfully, but he couldn't hide the smile that
flickered at the corners of his mouth.  "I will if you take yours off
first," he said cheekily.

   Zoe grinned...  she felt as if she was behind the bike sheds at school
again.  Okay, she thought, if he wants to see me naked he can.  Christ, I
want him to see me naked!  She stood up, facing him, and slowly pushed her
panties down her long, slim legs.  Matthew's jaw dropped so that his lips
formed an almost perfect circle, and his eyes glued to crotch.

   "Come here," she said softly, gently taking his hand and leading him
over to the bed.  Sitting on it she parted her legs for him to see. 
"You'll get a better look if you kneel down," she said, and, as he did so,
she spread her legs wide so that he could get a good look.

   There was something incredibly erotic about exposing her genitals so
blatantly to this little boy.  It really felt as though she was back at
school playing you-show-me-yours, but this was a much more grown-up version
of the game.  Matthew knelt in-between her legs, peering at her most
private parts as if he were looking at porn on a computer screen.  His eyes
were like saucers.

   The door to the kitchen creaked as Zoe's cat, Mrs Tibbs, brushed past on
her way into the room.  Zoe idly wondered what she would think of her
mistress sitting naked in front of a little boy who was staring intently at
her bare cunt.

   She and Mrs Tibbs were on the same wavelength though, and she was sure
that the cat would approve of this cute little boy.  In fact, she was quite
sure that Mrs Tibbs liked little boys too.

   "It's wet!" he said, as his inspection of her took him close enough to
notice.  Zoe was pleased that he was simply pronouncing his discovery, and
wasn't disgusted with what he'd observed.

   "Of course it's wet," she smiled.  "I'm turned on.  You're making me
horny.  That's what happens to girls when we get excited.  The more turned
on we are the wetter we get.  Boys get a stiffy and girls get wet."

   Matthew was obviously considering this information when Zoe asked, "Do
you know much about sex?"

   "Yeah, course I do!" the boy replied, trying to sound grown up.  Zoe was
sure he probably did know quite a bit, but by the time she'd finished with
him he'd know an awful lot more.

   "When a boy's willy gets stiff, he puts it in the girl's vagina," she
explained, "and the girl's vagina gets juicy so his willy will go in
easier. That's why I'm wet.  It's lubrication.  So your willy can go in if
it wants to."

   Matthew seemed to think for a while, frowning slightly, then asked,
"Zoe, what happens after the boy gets his cock in the girl's hole?  What do
they do then?"

   Zoe reached over for the glass of mineral water.  Her mouth was so dry
and she was shaking so much she felt sure Matthew would notice.  Not only
was this whole situation becoming increasingly erotic, she'd now discovered
he probably did know quite a bit about sex; calling his willy a cock and
referring to her vagina as a hole.

   "Well, he uses his hips to slide it in and and the girl moves her hips
too.  That's what fucking is and it's the most exciting thing two people
can do together." Zoe reached out and placed her hand on top of his head as
she spoke, her fingers running through his silky mop of hair.

   Matthew gazed at her wide-eyed for a moment without saying anything,
then asked simply: "Why do they do that?"

   "Well, remember when we snogged this afternoon?  Remember how thrilling
it was kissing with tongues rather than just pressing our lips together?"

   Matthew nodded in agreement, concentrating on Zoe's reply and gazing up
at her with his big blue eyes.

   "Well, it got nicer when we took our tops off didn't it?  And that's
because our bare skin could press together while we kissed."

   Matthew was still gazing at her and nodding in agreement, chewing his
bottom lip as she spoke.

   "Well, imagine doing that with your...  err...  your cock in my hole as
well." She was so turned on just saying these words that she was finding it
difficult to speak.  Her voice was breaking up slightly.

   She paused for a moment as she struggled to find the perfect explanation
for why a boy would want to put his cock in a girl's vagina.  "Do you know
what masturbating...  err...  wanking is?" she asked.

   "Yeah, course I do!"

   "And, do you wank much?  I mean...  most boys do.  It's normal.  And,
girls do it too." Her head spun as she contemplated him admitting that yes,
he did indeed wank.  Come on, she thought, say yes and be the dirty, horny
little boy of my dreams.

   "Yeah...  sometimes." His head dropped and he blushed slightly as he
made his confession.

   "And...  do you like it?" Please, please say yes, she thought.

   Matthew's eyes sparkled and a grin broke out on his face.  "Yeah...  but
it's always nicer when someone else does it for you," he replied, using a
witty line he'd heard one of the older boys saying at school.

   "And...  has anyone ever masturbated you?" Zoe asked, delighted that he
thought of masturbating as something nice, and, even if jokingly, he was
aware that it was nicer when someone else did it to you.

   Matthew wrinkled up his nose slightly.  "Nah," he said, disappointedly,
"I nearly got Erica, this girl at school, to do it, but we got caught by
Mister Maxwell and we got into loads of trouble.  We were banned from being
alone together for the rest of term."

   "How far did you get?" Zoe asked, riveted by this little tale of young
lust.

   "I got my hand in her knickers and she'd undone my zip when Mr Maxwell
burst in on us." There was a note of real disappointment in his voice.

   "Where were you at the time?"

   "In the theatre, behind the curtains; we never even heard him coming. 
He must have been spying on us.  He's always got it in for me anyway."

   "I bet you were pretty fed up," Zoe commiserated.

   "Yeah, Erica's dead fit.  Everyone fancies her."

   "And how old is she?"

   "Oh she's 13.  She's in year three."

   Wonderful, Zoe thought, he likes older women already.  Then, deciding
there was nothing else to learn about Erica, she decided to continue with
her sexual tuition.

   "Well, anyway, you know how when a boy wanks, he makes a fist with his
hand to grip his cock, and then he rubs it up and down?"

   Matthew's upturned face nodded his understanding, mesmerized by this
pretty woman's sex lesson.

   "Well it feels good doesn't it?  And you keep doing it till you come. 
Do you know what coming is?" she asked.

   "Yeah," he replied, pausing slightly to think, "its like when the
excitement sort of explodes through all of your body and escapes through
your toes and your fingers." He replied almost accademically and without
embarrassment.

   Zoe was trembling and she took another quick sip of mineral water from
the glass.  Things were looking good.  Not only did he know what
masturbation was but he knew what orgasms were too!  This boy is perfect,
she thought.

   "Right," she said continuing, "well, when a boy gets a hard-on, and a
girl gets wet the boy pushes his cock into her hole and then moves it in
and out of her till he comes.

   "The in-and-out movement feels a bit like wanking, only a million times
better, and that's why girls and boys do it, because it feels good.  It
feels a million times better than wanking." Just talking like this was
getting her horny, and as the conversation continued she noticed how close
his lips were to her exposed sex.  How nice it would be, she thought, to
grab the back of his head and press her cunt against his moist, pink lips.
But, no, no, she had to wait.  She had to be patient.

   "So," she continued "the feeling of your cock in a girl's hole is a bit
like being wanked, plus you get to kiss and press your bare tummies
together too!" Much more of this kind of talk, Zoe thought, and she might
just have to rape him.  Either that or she'd have to go to the bathroom to
relieve herself.

   Matthew's cheeks were flushed pink and it was obvious that what she was
saying was having a similar effect on him as it was on her.  He was
thinking about what she'd said and she could tell that he obviously had
questions about what she'd just told him.  Questions he'd probably never
been able to ask before but now felt able.

   "Is it true that people suck each other too?" he asked, with such an
innocent expression that Zoe thought she'd explode with lust.  Spontaneous
human combustion caused by massive sexual arousal.

   "Where did you hear that?" she asked curiously.

   "Other boys mostly," he said, then hesitating slightly, he went on,
"And, I've read about it on the internet and seen some pictures too."

   This was better than Zoe had ever imagined in her wildest dreams. 
"Well, yes, definitely, people do and it's called oral sex and...  well,
it's just amazing!  For a boy it's like being masturbated, but instead of a
hand, you're being stimulated by the girl's mouth.  The girl sucks it and
uses her tongue to make it feel good," she explained, trying hard to stop
her voice from breaking up.

   "Wicked!" Matthew exclaimed, his confidence building.  "And, have you
ever, err, I mean...  have you..."

   "Ever sucked a boy's cock?" she replied, finishing the question for him.
"I have yes, and I love doing it too.  I love sucking cocks.  It's
gorgeous!" Zoe wasn't sure how long she could control herself and she
reached for the mineral water, as if taking a break after some arduous
exercise.

   "The thing is," she continued, "all the times I've had sex it's been
with adult men, but I'd really love to try it with a young boy." She sighed
again, but nervously this time.  She was aware that this statement was
maybe a bit risky and she hoped she hadn't gone too far.  She chewed the
inside of her cheek as she waited for Matthew's reply.

   A broad grin broke out on the boy's face and his eyes sparkled.  He was
an intelligent boy and knew immediately what Zoe was trying to get at.

   "You don't mean young boys as in like 17 or 18-year-olds do you?" he
asked, smiling hopefully.

   "No, sweetheart, I don't." She shook her head as she spoke and their
eyes locked together in mutual understanding.  "I mean young boy as in,
well, like your age..." She had to pause again for more mineral water. 
This was make-or-break time.  "So, I guess I'm telling you I fancy you,"
she croaked, "and...  and, well, if you'd like to have sex with me, you
can. And if you said yes it would be a dream come true for me!"

   Matthew's jaw had dropped again, except this time he couldn't have
opened his mouth any wider if he'd tried.  There was still the chance that
he'd grab his clothes and run home to tell his mummy, but somehow Zoe
doubted it.  He was up for it, she was sure, but she didn't want him to
feel under pressure and wanted him to have an easy get out if he felt at
all nervous.

   "You don't have to answer me right now," she said gently, "I'm going to
give you a few minutes to think about it while I go to the bathroom, okay?
If you don't want to do it then just get dressed, and when I come back we
won't say any more about it okay?" She smiled at him reassuringly, amused
by the very slight frown that had appeared on his face.  "We can still be
friends and we'll just have a lemonade together and then you can go home."

   Matthew's frown was deepening and Zoe was anxious now that he didn't get
the idea she was backtracking.

   "If you do want to do it then just take your undies off and lie on the
bed okay?" Zoe beamed, and there could be no doubt from her expression what
she wanted him to do.

   Matthew nodded, a look of amazement and virtual disbelief on his face.
The kissing and cuddling they'd done that afternoon had nearly blown his
mind.  He just couldn't believe his luck.  But for things to have come this
far so quickly was totally amazing.  All those pictures he'd masturbated to
of guys fucking and being sucked by girls, and now it was his turn!  Jeez,
he felt like dancing in the street!

   Zoe turned as she got to the bathroom door.  "Just remember though," she
said over her shoulder, "if you are on the bed when I come back, then we
will have sex, and we'll do all the stuff we've been talking about...  and
more besides." She smiled as she said this and then disappeared into the
bathroom.  Once inside she nearly sank to the floor as every muscle in her
body seemed to be shaking with excitement.

   She glanced at herself in the bathroom mirror and was pleased with what
she saw.  Surely he wouldn't say no.  She was pretty, slim, sexy, and she
just couldn't imagine him not wanting to.  After all, they'd already
snogged and she knew he'd got a hard-on.  What's more, now she knew he
masturbated too, and he even knew about oral sex!

   There wasn't anything she really wanted to do in the bathroom except
wipe herself with a towel to get rid of some of the excess wetness.  She
only wanted to give Matthew time to think.  She really didn't want him to
feel pressured into doing something he didn't want to do.  Her fantasy boys
were always very horny and as hungry for sex as she was.  She just hoped
that Matthew was going to be one of them.

   Fingers crossed!

   Time was moving slowly but he'd had five minutes now and in just a
couple more she'd open the door and see if he was dressed or waiting for
her naked on the bed.  In just a couple of minutes there was every chance
that she could be having sex with a very cute 11-year-old boy!  The
prospect was exhilarating.

   She didn't want to build her hopes up though.  He might decide to go
home instead.  She might have scared him off.  She mustn't forget that he
was only a child, and the prospect of having sex with a grown woman might
seem daunting to him, possibly even frightening.

   She also had to remember that even if she did try to have sex with him,
things might not work out.  He might not be able to get a hard-on for
instance.  He might not like what she did to him and she might have to
stop. Sex was never guaranteed to be good with anybody, and there were
surely a lot more things that could go wrong with a little boy than with an
adult man or woman.

   On the other hand he might want it all, and it could be absolute heaven.
Just like in her fantasies.

   Chapter 3

   Zoe's excitement was so intense that it was almost debilitating.  Her
mouth was dry, despite having had another sip of water in the bathroom, and
her body was trembling.  She tentatively opened the door and peered round
it cautiously.  If Matthew had got dressed then she was going to grab her
toweling dressing gown.  She didn't want to walk in naked and have to get
dressed in front of him feeling rejected.

   She needn't have worried.  Matthew was lying naked on her sofa-bed,
propped up on pillows and grinning, slightly nervously, as she entered the
room.  Her heart swelled with so much lust and excitement that she felt as
if it would burst.

   Of course Matthew was nervous too and she knew he would be.  She'd never
seen him completely naked before and he was likely to be a bit bashful if
nothing else.  What she must remember was that this was a momentous
occasion in his young life.  He was about to loose his virginity.  He'd
probably remember this day forever and she wanted to make it really special
for him.  She needed to show him lots of respect, move slowly at first and
give him lots of compliments to help build his confidence.

   There was everything to be gained, for both of them, if all went well.
Hopefully it could be the beginning of an ongoing relationship and, if that
were to happen, under her tutelage he could become an adept and confident
lover.  The thought of a little boy who could take the initiative was very
appealing.

   She stood at the foot of the bed and returned his grin.  She wanted to
let him get a good look at her body and, of course, she was dying to get a
closer look at him, now that he'd taken his underpants off.  His legs were
slightly parted and his penis was lying flaccidly on his scrotum.  His
entire genital region was completely smooth and hairless, just as she'd
hoped.  He was perfect: lithe and slim, with no signs of developing manhood
whatsoever.  He was everything she'd hoped for, and, as she ogled his body,
her excitement grew to replace her nervousness completely.

   Zoe put some music on and padded barefoot through to the kitchen to get
something to drink.  She poured some fresh orange juice into a glass jug,
topped it up with champagne and grabbed a couple of glasses.  A bit of
alcohol won't hurt, she thought, and it might help to relax our nerves.

   Zoe climbed onto the bed next to him.  "You know, you're gorgeous," she
told him, lying down beside him.  She reached over to trace fine lines with
her fingertips backwards and forwards across his flat tummy and glanced at
his cock again wondering how long it would be, if at all, before it was
hard again.

   The feel of his bare skin was electrifying and she clenched her thighs
together gently as she continued to caress him.  Her fingertips circled his
tummy button and then pressed it gently, making him giggle.  As she let him
calm again his eyes gazed dreamily into hers and she noted how relaxed he
seemed about her touching him now that he was naked.  So far so good, she
thought.

   Mrs Tibbs purred contentedly on her armchair as Zoe leaned over and
gently brushed her moist lips against Matthew's.  His mouth opened and
their tongues slid together in a deliciously erotic, adult-on-child kiss.
Matthew hadn't forgotten what he'd learned that afternoon, and Zoe was
thrilled as she felt his hand press gently on the back of her head.

   For all Zoe could care the next two hours could last for two months. 
She felt as if she'd entered paradise and she wished that she could stop
time completely and stay there, doing what she was doing forever.  As they
kissed her hand gently caressed the exquisitely smooth skin of his chest
and tummy.

   Just kissing Matthew was one of the most erotic things she'd ever done.
Fuck, she was actually snogging a child, and god almighty it was turning
her on!  She noticed that his breathing was becoming a little more erratic,
and, when she glanced down his body she was thrilled to see that his penis
was erect without her ever having touched it.

   There was no going back now.  This wouldn't end until he'd come sweetly,
in-between her legs, in her mouth and in her hand.  She wondered if he was
old enough to ejaculate yet and decided that she wanted his first orgasm to
be in her mouth.  If he had any nectar in those baby balls then she wanted
to taste it.

   His penis was gorgeous and it was just a perfect size.  It was small
enough to look right as part of a child's body and big enough to be a fun
little toy.  What's more, it looked absolutely rock hard and Zoe thought it
was so much more erotic to see a boy with a hard-on than it was a man. 
Matthew's erection contrasted perversely with his childish innocence and
his immature body.

   His pale, white foreskin was slightly retracted, so she could see the
deep pink of his glans, and, from what she could see it looked slightly
moist.  His tight little balls were no bigger than small grapes and his
cock and balls were completely hairless.

   Zoe had to fight the sudden urge to grab his little stiffy and gently
masturbate him.  But that could wait.  She wanted to make him and tease him
a little first.

   She broke away from kissing him and his eyes opened, gazing dreamily
into her own.  "Are you enjoying this?" she asked, "Is it nice?"

   The boy's cheeks were flushed pink and he nodded excitedly, a gorgeous
smile telling her all she needed to know.  She bent down and kissed his
ear, alternately nibbling and probing with the tip of her tongue.

   He sighed as she slid her hand back up to his chest to play with his
small pink nipples.  They were puckered into hard, fleshy points and she
pinched first one and then the other, tweaking them between her fingertips.

   "Matthew, will you promise me something sweetheart?" she whispered into
his ear.

   "Yeah...  sure," he breathed in reply.

   "If I do anything you don't like then you will tell me to stop won't
you?"

   Matthew nodded but his wide-eyed excitement told her everything she
needed to know.  He couldn't wait to get started and it was very unlikely
that there would be anything he would want her to stop doing.

   She crawled over him on her hands and knees like a cat about to devour
its prey and kissed him again.  His mouth opened eagerly and he kissed her
back passionately, his hot little tongue sliding against hers.

   Zoe was thrilled with how skilfully he kissed her and she wondered if he
had ever kissed anyone else like this or if kissing was something that we
all know, something instinctive, like a baby bird flying for the first
time.

   After kissing him for what seemed like an eternity she concluded that
snogging an 11-year-old boy was a million times more exciting than kissing
a man.  He was so gentle and so tender, and his lips were so soft, so wet,
so hot, so pliable.  And yet there was a passion and a hunger behind his
gentleness that spoke clearly about his enthusiasm for what they were
doing.

   Without breaking away from their kiss Zoe dropped down onto her left
elbow for support and began to caress his smooth chest with her right hand.
He sighed into her mouth as she began to gently stroke his small left
nipple.  She rubbed it, scratched it softly with her fingernail and then
pinched it between her thumb and index finger.

   Then she gave his right nipple the same treatment only returning to the
left a few minutes later.  She had never played with such small nipples but
they responded just as quickly to her touch as the grown-up variety,
puckering into sexy little nubs like the tips of two small peanuts.

   Eventually Zoe broke away from their kiss sliding her lips across his
cheek then down his neck, sucking and licking his smooth, baby soft skin as
she went.  Then, finding herself in the centre of his chest, she pressed
her nose against his skin and breathed in deeply, savoring the unique smell
of a child's skin.

   He arched his back slightly as the tip of her tongue found his left
nipple, and her right hand slid down to his flat tummy.  His muscles
quivered slightly as she raked her fingertips across his skin, being
careful to avoid bumping into his little erection.

   Zoe liked tummies, especially hairless, young boys' tummies, and she
couldn't wait to feel Matthew's pressed firmly against hers, as it had done
earlier that afternoon.  But that could wait until he was on top of her,
with his stiff little penis buried to the hilt in her wet hole.  Yummy, she
couldn't wait!

   Zoe pressed her hand flat against the boy's stomach and spread out her
fingers.  She caressed him with slow movements of her hand, up and down and
then side to side.  As she did so she sucked his nipple, flicking it with
the tip of her tongue and then nibbling the small nub in-between her teeth.

   Matthew inhaled slowly through his teeth as Zoe trailed the tip of her
wet tongue across his chest to his right nipple.  His eyes closed and he
sighed softly as she sucked it and he gently placed a hand on the back of
her head, stroking her hair encouragingly.

   Matthew sighed and moved beneath her.  "I like it when you do that," he
sighed, "it's nice."

   "Do you like it when I bite a bit too?  I'm not hurting you am I?"

   "No...  it's nice," he replied dreamily, gently pressing on the back of
her head, pushing her back towards his nipple.  She glued her lips around
it and sucked firmly, biting gently on what little bit of skin she could
get in-between her teeth.  She was so horny for him, she felt as if she
could eat him alive, never mind just nibble his nipples!

   Zoe knew what a turn-on it was for most people to have their nipples
sucked and nibbled, and she wanted to give Matthew this experience.  Gentle
sucking, licking and nibbling combined with harder sucking and biting was
extremely erotic if done correctly.

   The skill came in not biting too hard so as to actually cause pain and
Zoe was an expert at this.  She had an overwhelming desire to leave marks
on his body, her marks, as if she was branding him as hers.  Perhaps she
could leave a few love bites on his body in places where no-one would see
them, and maybe a few faint scratches that only she and Matthew would know
about when he was dressed.

   The young boy moaned a little louder as she ground his nipple in-between
her teeth and flicked her tongue over the little bud that she had trapped
in-between them.  Then he gasped as she slowly but firmly raked her red
varnished fingernails along the entire length of his tummy from his pubic
bone up to his sternum, leaving four faint-pink lines across his pale skin.
She repeated the process, only this time he arched his back, his body
moving like a wave underneath her fingers.  It was like playing a musical
instrument she thought.

   Zoe momentarily pulled away from his chest to look at his body.  The
skin around his hard nipples was wet and red from sucking, but she noticed
too that the rest of his chest was flushed with blotchy pink patches, a
sure sign of the child's arousal.  She rested her cheek on his chest and
looked down over the flat plain of his tummy to his penis.  She could see
it clearly and was delighted to see how hard it was, almost like a little
bone.  Perhaps the time was right to give it some attention.

   Zoe looked into the young boy's eyes as her fingers traveled down across
his body towards his erection.  She continued to watch him as her fingers
encircled his penis loosely like tentacles, and then gripped it firmly in
her fist.  His eyes closed and his lips parted, but at first she didn't
move her hand.  She just enjoyed the feeling of holding it, increasing and
decreasing the pressure of her grip and feeling the little throbs it gave
back, as if in reply.

   She'd never held such a small penis before but it was a nice size, about
the same size as a man's ring finger.  Its silky smoothness contrasted
sharply with its hardness.  Amazingly, just as she'd never held one this
small, she'd never held one this hard either.  It was literally like a
little bone covered in velvet soft skin.

   What Zoe was planning to do next would require the free use of both her
hands and mouth, and would also require her to be in a position where she
would have easy access to the boy's cock.  Matthew was going to get a treat
that all guys love: lying back and relaxing while she played with their
cocks.

   For Matthew, this would be a good introduction to sex, as he could relax
and enjoy it without having to do anything himself.  It would let him
experience for the first time what it felt like to be brought to orgasm by
another person.

   Kneeling in-between his legs Zoe asked him to bend his knees and place
his feet flat on the bed on either side of her.  The little boy was more
than happy to oblige and spread his legs for her without having any
hang-ups about exposing himself to her so blatently in this way.

   In this position she got an excellent view of his young body and it was
going to be a bit like watching her own little porn show.  She loved just
watching the way her lover responded to her touch and she was going to
enjoy watching the way this young boy responded to being masturbated.

   "Okay darling, here we go, don't be shy, just go with it, okay?"

   Matthew nodded eagerly, desperate to begin.

   With her left hand she cupped his tight, hairless balls, and with her
right she held his stiff penis in-between her thumb and the first two
fingers of her right hand.  She could hardly believe what she was doing and
her hands trembled as her excitement got the better of her.  Oh my God, she
was just about to masturbate a little boy!  This was the hottest, horniest
and the most erotic thing she had ever done in her life.

   Steadying herself she slowly peeled back his foreskin to reveal a moist,
dark-pink glans.  It glistened with the secretions caused by his own
arousal and Zoe pulled down firmly so that his foreskin was fully
retracted. The boy closed his eyes and he inhaled deeply, holding his
breath, almost as if the retraction of his foreskin prevented him from
breathing out.  His chest expanded with his intake of breath and she could
see his corrugated ribs beneath his smooth skin.

   Oh God, this was going to be fun.  She was going to enjoy watching his
expressions and the way his body responded to her touch.  A few seconds had
passed and he still hadn't breathed out.  She wondered if he was conscious
of it.  Probably not she thought.  He was just subconciously holding his
breath as he waited to see what Zoe would do next.

   Slowly, and holding his penis firmly, she rolled his foreskin back up to
the tip of his penis, and the boy exhaled with a long sigh.  Then in one
swift movement she pulled his foreskin back down again, but this time she
continued pulling even after his foreskin was fully retracted to stretch
his frenulum.

   Zoe gazed at his penis.  It looked so healthy, fresh and new, and
although she'd seen many adult cocks in her life, she wanted to examine
this one more closely.  Older men had much less attractive willies she
thought.  She decided that she definitely liked child cock, the absence of
any pubic hair being a distinct aesthetic advantage.  She grinned to
herself.  It was time to play.

   Without warning, she gripped his penis in a fist and began wanking him
rapidly.  She held him in such a tight grip and was pumping his penis up
and down so fast that the exertion made the muscles in her right arm taut.

   Matthew exhaled in short little gasps, his eyes opened wide and he
grabbed the top of the sofa-bed above his head with both hands, as if he
felt the need to hold on tight.  This was horny.  It was also nasty, and
she loved it so much that she found it hard to stop.  She wanked him hard,
just as she would a man, and she grinned as the youngster looked down at
what she was doing over his body.  His jaw had dropped and his eyes looked
as if they were about to pop out of his head.  They were fixed, very
firmly, on his cock and her hand pumping it up and down.

   A grown man couldn't take this kind of furious masturbation for more
than a matter of minutes, if that, before coming, and she didn't want
Matthew to come just yet, because she wanted his first one to be in her
mouth.  So just as suddenly as she'd begun, she stopped and this time she
completely let go of his penis.

   "Mmmm," she purred, "was that nice darling?"

   Matthew nodded, his cheeks flushed red, and his eyes opened wide,
imploring her to continue.

   Zoe knew what exquisite torture it was to masturbate someone furiously
and then stop suddenly.  It was one of her favorite teases and this young
boy was going to get the same treatment as a grown man.  She grinned
wickedly to herself as she imagined how much he desperately wanted her hand
back on his cock, but, before she continued, she wanted to snog him again
and so she crawled up over him and planted her lips firmly on his.

   His mouth opened and he kissed her even more passionately than before.
He might only be 11, she thought, but he'd got the hang of kissing as if it
was second nature.  Propping herself up on her right elbow she slipped her
left hand in-between their bodies and grabbed his hard-on, squeezing it
firmly while she snogged him.  She caressed it lovingly as if reassuring
him that it hadn't been forgotten.  Then, with her tongue deep inside the
child's mouth she began to masturbate him again, but this time slowly and
rhythmically.

   The boy moaned into her mouth, and to Zoe's delight he started rocking
his hips in time to the movement of her hand.  This was one of the things
she'd hoped for: a horny boy who wouldn't just lie there like a log but
would actually move his body.

   It was so erotic to see a child's hips moving up and down fluidly,
rhythmically and lewdly.  She stopped again, teasing him a bit more and he
sighed, his hips rocking as if trying to reconnect with the source of his
pleasure.  As she released him, her lips slid away from his mouth and her
tongue traced a moist line down his neck to his chest.  Her lips brushed
lightly across his skin until she came to a nipple, where she paused,
sucking gently and flicking it with the tip of her tongue.

   She moved to his other nipple, giving it the same treatment, before
eventually she began to work her way further down his body.  When she got
to his tummy she gently took hold of his penis again and as the tip of her
tongue licked his tummy button she began to masturbate him again slowly.

   She knew exactly what she was doing, and she played his body like a
musical instrument.  If she prolonged his masturbation beyond a certain
point she risked him coming too soon, but by controlling him she could
increase his pleasure and hold his first orgasm back for as long as she
chose.

   She pressed her face into his soft stomach and inhaled deeply to take in
the smell of his fresh young skin.  It was completely different to the
smell of an adult and Zoe wanted to savor it.  Matthew's hips began rocking
again against her clenched fist and she held her hand still, letting him do
all the work.  He whimpered slightly and pulled against the top of the bed,
his knuckles white with exertion, and Zoe let him pump himself in and out
of her clenched fist while she licked his smooth tummy with the flat of her
tongue, like a cat licking the last traces of cream from a saucer.

   She placed her left hand on his chest and felt his young heart racing,
thudding on the underside of his ribcage.  Oh this was so sweet, she
thought squeezing her own thighs together tightly in response to the
burning desire in-between her legs.

   She let Matthew pump in and out of her fist for a few more seconds
before taking her hand away and leaving his little cock to twitch in space
above his stomach.  His narrow hips still rocked and he moaned softly as
Zoe soothed him with loving words, caressing his torso and the top of his
legs with a gentle massage.  His big blue eyes looked at her imploringly,
begging her to continue and she smiled, reaching over his lithe body to
gently stroke his hot forehead.

   "You didn't want me to stop did you?" she asked, smiling sweetly.

   Matthew shook his head.  'No...  please, don't," he breathed.

   Zoe noticed his cheeks were bright red and there were blotches on his
neck and across his chest.  "I'll play with your cock some more in a
minute," she promised, "but first I want to have a good feel of this
gorgeous body of yours.  Is that okay?"

   The youngster nodded, frowning slightly, not wanting to deny her
anything but at the same time desperate for her to carry on wanking him.

   Using both hands, Zoe leaned forward to caress his chest and tummy with
the palms of her hands flat against his skin.  "God you make me horny," she
hissed through gritted teeth, "I just can't get enough of you!"

   She looked at his naked body and wished she could always have it there
in her bed for whenever she felt like playing with it, or just for looking
at it.  Momentarily he was just an object, an object of her desire, her
little plaything...  her little child sex-toy.  Every woman should have
one, she thought.  What a shame she couldn't package him away with her
dildos and vibrators to be able to get him out whenever she felt the need
for young flesh.

   Although he was only a child his body was sexually exciting to her, and
she wouldn't swap this moment for a week with the hunkiest adult male on
the planet.  She thrilled at the perverse contrast between the body of the
child and the engorged, erect penis jutting up over his stomach.  The
contrast between innocence and decadence was in itself an erotic beauty.

   She imagined looking down on herself crouching there, in-between this
child's legs, knowing that she was the cause of his unholy arousal, and
seeing little horns poking out of the top of her head, with a long red tail
curling from the base of her spine.  Perhaps she was a devil woman, a
corruptor of innocence, an arouser of lust in young children, and as she
thought this she licked her lips lewdly.

   She watched him now as if his mere existence was for her entertainment.
This moment might never be repeated and she intended to make the most of it
while it lasted.  She pinched both of his nipples gently and the boy
inhaled sharply, arching his back as she increased and decreased the
pressure.

   It was nice to be able to touch him like this, as if pressing buttons,
and just watch as he responded predictably.  She returned to caressing him
again now, massaging his flat tummy and chest and he writhed under her
touch like a little puppy rolling on its back.

   She took hold of his penis again, peeling his foreskin right back and
then, bending forward, she took the tip of it in-between her lips.  Matthew
looked down at what she was doing and his jaw dropped in utter amazement
and his eyes rolled up into his head.  Gently she sucked his glans like it
was a succulent lollipop, curling her tongue around its velvety tip and
making him gasp.

   "Look sweetheart, look at what I'm doing," she breathed seductively.

   The little boy refocused his eyes and again looked down at her
in-between his legs.  As he did so she took his penis out of her mouth and
began licking it with his foreskin pulled right back, running her tongue
from the base of his shaft, up his three-and-three-quarter inches [9½ cm]
to the very tip where she concentrated on his glans, curling her tongue
around it seductively and covering it in saliva.

   As he watched she expertly licked the most sensitive part of his penis,
his frenulum.  As she did so she began to masssage his tight little balls
with one hand, while holding the base of his penis with the other.  As she
licked him his face became a contorted mask of ecstasy and concern, his
body went rigid and he trembled slightly.

   Poor baby, she thought, he's not far from coming and he's worried about
what I'll think.  "It's okay sweetheart," she reassured him, "it's okay if
you come.  I want you to come, and I'd love you to come in my mouth... 
honestly!  This is what boyfriends and girlfriends do.  It's all part of
making love, so just relax okay?"

   Zoe slipped the boy's wet penis back into her mouth, holding it at an
angle of 90 degrees to his body, so that he'd get a good view of what she
was doing.  His expressions were lovely to watch, Zoe thought, and she
watched him licking his lips as he stared intently at what she was doing,
his arms straining as he gripped the back of the sofa-bed above his head.

   His hips began to rock again, pushing himself in and out of her mouth as
she used her tongue and mouth expertly.  Then, the 28-year-old woman peeled
back the child's foreskin so that once again she could suck and lick his
shiny pink helmet like a lollipop.  Matthew gasped and inhaled deeply,
arching his back slightly, his eyes as wide as saucers as he looked down at
what Zoe was doing.  Her lips were sliding up and down his shaft, able to
take his entire penis into her mouth.

   His hips rocked up and down rhythmically, and Zoe stopped moving her
head, letting him pump himself in and out of her mouth on his own.  She
placed her right hand flat on his tummy and stroked him gently, soothing
him lovingly as his orgasm approached.

   Briefly she took her mouth away, replacing it with her hand and then she
wanked him so rapidly that her clenched fist made little slapping noises
against the wet skin at the base of his cock.  Then, licking her lips and
grinning wickedly she slipped him back into her mouth.  Matthew's narrow
hips moved rhythmically up and down and he moaned softly as she rubbed and
squeezed his scrotum and stroked his tummy.  The girl knew exactly what she
was doing and it would only be seconds now before the little boy would come
in her mouth.

   She had never enjoyed oral sex as much as this before.  She liked the
size and feel of his penis.  It was more like a little toy and it was all
so smooth with no horrid pubic hair so she could lick and suck his entire
genital region and all her tongue and lips encountered was smooth skin made
wet and slippery by her own saliva.

   Suddenly Matthew grabbed the back of her head, pushing down gently as
his movements became suddenly urgent.  He moaned out loud and arched his
back, his body trembling and his hips jerked like a little piston against
Zoe's face.  He was panting now and his tummy quivered.  Suddenly his hips
stopped jerking and he was simply pushing himself upwards, forcing himself
into Zoe's mouth.  Oh how sweet, Zoe thought, his orgasm was just seconds
away.

   She gently pushed his hips back onto the bed, and, gripping his penis
firmly, she fully retracted his foreskin to completely expose his pink
glans.  Then, keeping his foreskin retracted, she lovingly concentrated all
her efforts on the head of his cock.

   "Come for me sweetheart," she cooed softly.  "I love you and I want you
to come in my mouth."

   Zoe was skilled at sucking cock and she knew exactly what to do to blow
the little boy's mind.  Concentrating now she sucked and licked his glans,
holding his shaft with her right hand and rubbing his tight balls firmly
with her left.  The boy moaned and his body began to undulate, but this
time without any rhythm.  He cried out loud, pressing down quite firmly now
on the back of her head.  Zoe gripped the base of his cock firmly and
squeezed his balls tightly as he trembled beneath her.  Then, with a final
jerk and a loud moan he arched his back and drummed his slim legs up and
down on the bed as his orgasm swept over him.

   It was a completely dry come, as she expected it would be, and it was
sexy to make a male orgasm without her mouth being filled with salty spunk.
His orgasm seemed to last longer than an adult males and his little body
jumped and writhed on the bed a little like a fish out of water.  The
expressions on his cute face were gorgeous.  His eyes were screwed tight
shut and his bottom lip was sucked into his mouth.  Eventually he fell
still, letting out a soft sigh as his eyes opened and a big grin spread
over his face.

   Knowing his orgasm was over Zoe stopped sucking and kissed the tip of
his penis lovingly.  Then, she gently released it and crawled up his body
on all fours, showering kisses on his tummy and chest on the way up.  He
gazed up at her with a relaxed, dreamy expression and she gently stroked
his forehead soothingly in almost maternal affection.

   "That was lovely, darling," she said, "You've made me so horny."

   Matthew smiled happily, his eyes sparkling.  "It was amazing," he
sighed, "It was totally, the best feeling ever.  Thanks Zoe." He blushed
slightly looking down at his body and breaking eye contact as a moment of
shyness overcame him.

   Zoe's heart swelled.  No-one had ever thanked her for sucking them off
before.  Plenty of guys had told her that she was amazing in bed, or that
something she'd done had been fantastic, but no-one had ever actually said
'thank you' before.  Ironic, she thought, that the person who least needed
to say it was the one who did.  What a gentleman.  What a gorgeous little
11-year-old gentleman.

   "Matthew that's so sweet of you.  But I should say thank you too,
because I enjoyed doing it.  In fact," she went on, "I think it's the
sexiest thing I've ever done in my life." She continued stroking his
forehead as she spoke, in the same way that a mother might do to her son
during a loving moment.

   The boy eyed her with a slight disbelieving look in his eyes. 
"Honestly? You really think that's the sexiest thing you've ever done?" he
asked, raising his eyebrows slightly, "But, what about all the stuff you've
done with older guys?"

   Zoe smiled reassuringly, pressing her hand against the side of his face
and stroking his cheek gently with her thumb.  "Yeah, but Matthew, I've
never done anything with a boy as young as you before, and I can't tell you
how much you turn me on." She smiled lovingly and bent down to kiss him on
the nose.

   "Now," she said, glancing briefly at the clock, "we've got just over an
hour-and-a-half left, so, I reckon we've got enough time to nip into town
and maybe get an ice cream.  How would you like to get one at McDonalds?"

   She was teasing him of course, the last thing she wanted was to bring
their session to an end, but knowing that he wanted to continue was
important to her.  Then, noting the look of disappointment that crept onto
his face, she said, "Or if you prefer...  maybe...  we could have more
sex?"

   The sunshine smile that flashed across Matthew's face told Zoe, as if
she didn't know already, that her little boy couldn't care less about ice
cream.  What he wanted now was more sex.

   Perfect, she thought.

   Chapter 4

   Realizing that Zoe was just teasing him Matthew swung his legs around
her waist and skillfully rolled her onto her back.  He sat on top of her
and held both of her wrists above her head, wrestling her into submission.
She could easily have resisted him or wriggled free, but it was rather sexy
letting him take control.  He must be getting confident, she thought, and
was pleased that she had obviously put him at ease.

   "I wanna do to you what you just did to me," he said, speaking quickly
in a mock-baby voice, as if trying to disguise the implications of what he
was saying by the humorous way in which he spoke.

   Zoe couldn't believe it.  He was actually asking her if he could perform
oral sex on her.  This surely had to be heaven.

   "Err, I don't think you can," she replied, trying to look as serious as
she possibly could.

   "Why not?" he asked raising his voice in protestation, although he was
certain she was teasing him again.

   "Well to start off with...  I haven't got a willy," she giggled, pulling
her wrists free and tickling his ribs to emphasize her little joke.

   Matthew squirmed on top of her but they struggled only briefly.  She let
him overpower her and was quite happy for him to restrain her wrists above
her head once again, as if holding her captive.  She quite liked being
overpowered by this little boy, even if she was giving in willingly.

   "Okay," she said, in response to his determined stare, "you can do it.
In fact I'd love you to do it.  You just gotta know that it's a bit more
complex doing a girl than it is doing a boy, and, well, there's all that
wetness down there too, how would you feel about that?"

   His warm buttocks squirmed on her tummy and she was thrilled to see that
he had a little hard-on again.  It was every bit as stiff as it was the
first time and was pointing straight up towards his chest.  The difference
this time was that it was still glistening with her saliva.

   "That's okay," he shrugged, "I wanna make you come too."

   "OK, I tell you what then," she said, eyeing his erection, "seeing as
you've got another hard-on, you let me make you come again and then it's
your turn to do me.  What do you reckon?"

   A big grin spread across Matthew's face and his eyes sparkled.  He let
go of Zoe's wrists and leant backwards slightly, holding onto her knees
behind him as he did so.  The expression on his face told her that he
wanted more, and that was fine with her.  Although she was desperate to
come as well, her own orgasm could wait.

   Gently, she pushed him down onto the bed beside her legs, then swung
herself round and sat astride him, facing his feet, with her bottom on his
chest.  It excited her to think about how close her genitals were to his
face, but there was time for that later.  First she was going to wank him
off.

   Sitting on Matthew's chest and leaning forward slightly, her sex was
pressed against his chest just above his sternum.  Between her thighs was
his flat tummy and about level with her knees, which were folded back
underneath her, were his hips.  His glistening penis was rock hard and
lying flat against his tummy.  She was going to enjoy this, she thought,
and then after his second come they could get on with the business of
introducing his strawberry pink lips to her aching clitoris.  Oh, the
thought of it!

   Zoe was skilled at masturbation.  She normally liked to take her time
over making a guy come, bringing him to the brink of ecstasy and then
letting him down again, repeating the process skilfully until he was
virtually begging her to let him come.  But it was also a turn-on just to
grab a guy's cock and wank him off really fast and hard.  That, she
decided, was what she was now going to do to Matthew.  It would be
interesting to see how quickly the skilful hands of a 28-year-old woman
could make a little boy come.

   "Spread your legs for me darling," she said.

   Matthew responded immediately and Zoe grabbed a pillow, sliding it
underneath his hips, to raise them slightly off the bed.  Now, with the
most important part of his body jutting up towards her he was in the
perfect position for her to give him the full treatment.  She leant forward
slightly and took his penis in-between her fingertips, pulling his foreskin
down as far as it would go to reveal his still-moist, pink helmet.  Then,
without warning, she gripped it in her fist and began to pump it up and
down as fast as she could.

   A cross between a whimper and a moan escaped Matthew's lips and his hips
actually pulled backwards away from her hands.  With her free hand she
grabbed his tight, hairless balls and squeezed them firmly as she rubbed
his cock up and down rapidly.  She would show him no mercy.

   "Ah...  ah..." the boy cried.

   "Yes, what is it darling?" Zoe asked, through gritted teeth, as her hand
pumped up and down, like a little piston at full throttle on his baby cock.

   He began to moan now and it was lovely to hear.  He gasped and then
moaned again as Zoe continued to masturbate him skilfully.  Her left hand
alternately squeezed and rubbed his balls while she wanked him.

   "Uh...  uh...  uh," he gasped, his narrow hips now jerking spasmodically
against her fist.  She'd make him come in record time, much faster than his
first orgasm.  Her hand pumped up and down furiously slapping against his
body with each downward stroke.

   Lovely, he was getting close, and so far it had taken less than 20
seconds, according to the clock on the wall.  She leant over him and
dribbled saliva lasciviously onto the tip of his penis from her bottom lip.
Then, finding his anus with the middle finger of her left hand, she pressed
her fingertip firmly against it whilst the palm of her hand pressed flat
against his tight, hairless balls.

   As she did so he cried out loud, and, rather sweetly she thought, told
her that he was about to come.  It had taken her less than 40 seconds to
get him to this state, and she rocked her hips, rubbing herself against his
chest, as he approached orgasm.

   It was so erotic to watch his 11-year-old hips moving rhythmically up
and down in such a fluid, sexual movement, like a little doggy fucking. 
Zoe dribbled saliva on his tummy as she watched it become concave, her
right hand blurring on his cock as it flashed up and down.

   Her left hand squeezed his little balls more firmly, gripping his
hairless sack tightly as if she was trying to squeeze something out of it.
The boy began to whimper and lifted his bottom right off the bed, pushing
up against the hands that were working skillfully on his genitals.

   Zoe knew that he was now very close to orgasm and her hand continued to
pump his erection at the same frenzied pace.  She didn't vary the speed. 
Her hand rubbed his little penis up and down as fast as she could.

   The boy's moaning turned into a cry and his hips trembled in mid-air. 
His whole body became taught, almost rigid, and he let out a long, muffled
sort of whine as he curled his toes and sucked his bottom lip into his
mouth.  Sensing his climax, Zoe expertly pulled his foreskin right back as
far as it would go, so that her fist was pressing down firmly against his
body, and, as she did so, he cried out loud as he came strongly, his narrow
hips jerking erratically.

   Zoe squeezed his balls tightly and pumped his cock rapidly, "Yeah, come
for me baby, come for me sweetheart," she cooed encouragingly through
clenched teeth.  That was nice, she thought and it had taken her less than
50 seconds to bring him off.

   With a long, whimpering sigh, his body relaxed as his orgasm subsided,
but his penis remained stiff and Zoe continued to move her hand slowly up
and down it.  Slowly and gently she pulled his foreskin up and down, her
motion purposeful although her hand was moving much slower than before.  It
was as if she just didn't want to stop.  And, although he'd only just had
his come, his hips rocked gently in time with her hand.

   There was no doubt about it, Zoe had found the horny little boy of her
dreams.

   Chapter 5

   Zoe climbed off Matthew and reached for a glass of orange and champagne.
She passed a glass to Matthew, who sat cross-legged on the bed next to her,
then reached for a glass of her own.  His little face seemed to radiate
happiness and youthful energy, and Zoe wondered how anybody could think
that what they were doing was wrong.  To her, it was the most natural thing
in the world.

   "Hey, has this really got Champagne in it?" Matthew asked taking a big
gulp, "It's nice!"

   "It's a drink for lovers," Zoe smiled, looking at him over the rim of
her glass.

   "Does that mean we're lovers?"

   "If you want to be," she said, with her eyes smiling.

   Matthew seemed to think for a while and then frowned as if struggling
with his thoughts.  Eventually he said, "If we're lovers does that mean we
get to do this again?  Does it mean that we're, like, girlfriend and
boyfriend?"

   Zoe leant forward and kissed him on the nose affectionately.  "Oh,
Matthew, you're so sweet," she said, "If you want to be my boyfriend then
I'd love to be your girlfriend, and yes, of course we get to do this
again..." She paused for a moment, then, smiling cheekily she continued,
"If you want to that is."

   "You're kidding?" he grinned, "You bet I want to!  And, if you were my
girlfriend, we could do it whenever we wanted, couldn't we?  I could come
round at night, after tea, and at weekends too!  And..." he babbled
excitedly, like only an overly enthusiastic 11-year-old could.

   "Slow down, slow down," Zoe laughed, cutting him off, "Boyfriends and
girlfriends don't just have sex all the time you know.  They go out
together...  to the cinema or for walks and things like that."

   Matthew took another swig of his Bucks Fizz, his eyes as wide as
saucers. Then, said, "So we get to go on dates too?  Wow, this is gonna be
so cool!"

   Zoe smiled, delighted at his obvious enthusiasm for being her boyfriend.
His openness was refreshing and was completely unlike the sort of games
adults played in the early stages of a relationship, where neither party
wants to appear to be too keen on the other.  This was definitely not the
case with a young boy like Matthew.  He was excited about the prospect of
being her boyfriend and had no reason to hide it.

   "Well, I certainly hope we can go on dates.  I want to spend as much
time with you as I can," she smiled, running her fingers through his hair.
"I really fancy you and I can't believe how lucky I am that we met."

   His feelings were important to her.  This was a momentous experience in
his young life and she wanted it to be as right for him as possible.  She
wanted him to feel confident about himself and his sexuality, and the best
way to do that, she, thought, was to let him know how much she desired him,
but not just in a sexual way.  If he was going to be her boyfriend then it
was important for a loving relationship to develop so that he would learn
that the opposite sex valued him for who he was and not just for sexual
reasons.

   "Do you really mean that?" he asked, his head tipped slightly to one
side.  His voice was raised slightly, questioning her, as if he found her
desire for him a little hard to believe.  Or, perhaps it was simply a need
for reassurance.

   "Matthew, you're fucking gorgeous!" she chuckled, leaning forward and
tickling his sides, just above his hips.  "Do you really think I'd be here
with you now, doing this, if I didn't fancy the pants off you?" She
momentarily chastised herself for swearing in front of a child, but then
thought better of it.  She'd just been sucking his cock, for Christ's sake
and so if she was going to treat him like an adult, there had to be no
holes barred.

   Matthew rolled on his back giggling happily as she tickled him.  His
legs were splayed on either side of her and she noticed with delight that
his cock was hard again and lying flat against his tummy.  She wondered if
little boys really could get it up more often and for longer than adult
men. She'd soon find out and she wondered how many times she'd have to make
him come before he wouldn't be able to achieve an erection again.  She
hoped it would be a lot.

   Zoe playfully grabbed the boy's wrists and held them above his head, as
if restraining him, just as he had done to her a few moments ago.  Then,
slowly, she lowered her lithe body down on top of his and they both sighed
at the delicious feeling of their bare tummies pressing together.

   Matthew stopped giggling and got that dreamy look in his eyes again. 
She could feel his boyish hardness pressing into her lower abdomen and
gently, without breaking eye contact, they rolled over so that he was now
on top of her.  Their lips met and her tongue snaked into his mouth.  As
they kissed tenderly she squeezed his tight little buttocks and pulled him
firmly against her.

   "I want you to suck me darling," she said, breaking away from their kiss
and speaking with her lips still brushing against his, "like you asked if
you could, but I also want you to fuck me.  Would you like to do that?"

   The boy nodded eagerly and Zoe noticed that his cheeks were flushed red.
A lust was smoldering in his eyes that seemed perverse on such an angelic,
young face.  She kneaded his buttocks and rocked her hips, rubbing her
mound against his hardness.  Her mouth was dry again and her heart raced in
her chest, she couldn't believe what she was doing.  She was actually going
to fuck a child.  She was going to fuck a kid.  What a naughty, decadent
girl she was.

   "Do you know where to put it, sweetheart?" she breathed, gazing into his
eyes.

   Matthew nodded in reply but the movement of his head only slight, as if
his excitement had momentarily disabled him.  Zoe understood.  His
excitement was probably equal to hers but mixed with confusion about what
to do next.

   "Show me darling," she whispered, "Touch me where your cock's gonna go."

   Hesitantly the boy raised his hips off her body and slipped his right
hand in-between them.  So far so good, thought Zoe, and she spread her legs
a little wider for him.

   She sighed, still gazing intently into his eyes, as she felt his fingers
slide against her wetness.  Oh God, she was in heaven.  He prodded
awkwardly with his middle finger, not knowing quite where to find what he
was looking for, and Zoe took hold of his fingers pressing them firmly
against her clitoris.  She needed all her self control now because the
temptation to come on his fingers was almost irresistible.

   "This is where girls like to be touched," she said, rubbing his fingers
up and down against her hard little bud.  She explained to him what part of
her sex he was touching and then left him to continue rubbing on his own.

   "Oh God, that's gorgeous Matthew, don't stop darling, just keep doing
it."

   Although he was inexperienced, his fingers were doing basically the
right thing, and the fact that it was being done by an 11-year-old was
sufficiently erotic to more than compensate for any lack of technique.  As
he became a little more confident, he pressed more firmly against her, his
two middle fingers rubbing her now-very-wet clitoris up and down.

   Zoe sighed.  "You can do it like this too," she said, holding his
fingers and moving them in a circular motion around her moist hood.  The
little boy was eager to please and his movement mimicked hers after she
took her guiding hand away.  She lay there in ecstasy, with her legs
spread, letting this 11-year-old child masturbate her, rocking her hips
gently against the movement of his hand.  She could easily come now, but
she was an experienced lover and wanted to save it until his cock was
inside her.  Maybe she could time it so that they could both come together.
That would be nice, she thought.

   Again she took hold of his fingers and moved them down her moist groove
until they reached the entrance to her vagina.  "And this is where your
willy's going to go," she smiled, pressing his fingertips against the
entrance.

   Matthew's mouth opened slightly in wonderment.  He was actually feeling
a woman's vagina for the first time in his life.  Knowing the basic
rudiments of sexual intercourse, as he obviously did, was one thing, but to
actually discover the strange and mystical place in-between a woman's legs
was another.  Zoe knew how exciting this was for him and felt privileged to
be the one to teach him.  She felt like the luckiest woman in the world.

   "Now," she breathed, her lips still against his, "make your two middle
fingers go stiff and push them into me sweetheart, as far as you can."

   The excitement in the boy's eyes was evident as he tentatively pushed
his two middle fingers into her wet hole.  Zoe sighed deeply.  This was
simply delicious.  Taking his hand she showed him how to pleasure her by
pushing his fingers in and out, or by just wiggling them around while they
were buried to the knuckles inside her.

   Matthew learned quickly and before long he was masturbating her without
the need for any guidance.  Her breathing became short and ragged as he
fingered her, and her hips responded by moving very slightly up and down.

   "How would you like to put your willy in there?" she asked, her passion
at virtual boiling point.

   The boy nodded eagerly and Zoe gently took his wrist and pulled his hand
away from in-between her legs.  She brought his middle finger up to her
mouth and sucked it, sensuously, tasting her juices, her eyes locked with
his.  When she'd finished she gently pushed his hand towards his mouth,
and, getting the idea, he took his other finger and sucked the juices from
it, just as she had done.

   "Now you know what I taste like," she smiled, "and you can have more
later if you like, but first I want this gorgeous cock of yours inside me."
As she spoke she reached in-between their bodies and gently gripped his
velvety hardness.  She slid her fingertips up and down his shaft a few
times, then, pulling his foreskin right back, she positioned the tip of his
glans at the entrance to her vagina, guiding the boy's movements with her
right hand on his bottom.

   "Do you want to go in?" she asked playfully.

   The boy nodded.

   Oh my God, she was actually going to do it.  She was going to fuck an
11-year-old boy.  But she held his stiffness at the entrance to her hole,
teasing them both momentarily.

   "Tell me what you want to do sweetheart.  Tell me you want to fuck me."
And as she spoke her left hand squeezed his penis encouragingly.

   The boy hesitated momentarily, his lips moving slightly without forming
the words.  Then, he whispered, "I, want...  to fuck you."

   She sighed as she heard his words and guided the tip of his penis into
the entrance of her vagina, so that just his glans entered her moist hole,
but then stopped allowing it to go no further.

   "God, this is so horny," she sighed, "Tell me again!  Tell me how much
you want to fuck me!"

   "I want to fuck you Zoe, I really, really want to." He spoke louder this
time and she noted there was a hint of pleading in his voice.  That was
good, she thought, he wants it badly.

   "Say please," she teased, squeezing his penis playfully.

   "Please...  please let me fuck you." This time he pushed his hips
towards her slightly but her right hand was holding him back, preventing
him from penetrating her further.

   Hearing such words from an angelic little boy made her head spin and she
gently stroked the length of his shaft that was not inside her vagina.  She
delighted at his hardness.  He was absolutely rigid and his little hairless
balls had formed a tight sack in-between his legs.

   She kissed his cupid lips.  "I love you," she whispered.

   His sunshine smile flashed instantly across his face again.  "I love you
too," he replied sweetly, and with complete sincerity.

   Zoe kissed his lips again, sucking them, nibbling them softly and then
darting the tip of her tongue into his mouth.  This boy was driving her
wild.  She pressed gently on his bottom with her right hand and they sighed
together as his hard cock began to sink into her wet hole.

   She placed both hands on his tight little bum and then, gripping both of
his taut buttocks, she pushed him right into her.  She curled her own hips
up slightly to meet his downward thrust and his entire
three-and-three-quarter inches [9½ cm] sank into her vagina.  Matthew
moaned sweetly, biting his bottom lip and his body trembled as he continued
to push against her as if there was more to go inside.

   "Like this darling," she said, and, taking hold of his sides, she showed
him how to rock his hips so that his penis moved in and out.  She rocked
her hips too, in time with his, so that as his hips moved up, hers moved
down, and when his moved down, hers moved up.  She held him initially to
guide his movements but before long he knew what to do.  His little face
was a picture.  He looked as if he was about to explode with pleasure.

   "How do you like this?" she asked tenderly, gently squeezing his
buttocks as she spoke.

   "It's amazing!" he panted in reply.

   "The nice thing about it," she explained lovingly, "is that your penis
and my vagina kinda work together, and while that's going on in-between our
legs we get the lovely feeling of our bodies pressing together too.  She
sighed, "I love the feeling of your tummy on mine," and to emphasize her
point Zoe arched her back and wriggled her flat tummy against Matthew's. 
She truly did love it, and she writhed beneath him, sensuously rubbing her
torso against his...  her body massaging his.

   The little boy moaned as Zoe slid her hand in-between his legs from
behind to gently squeeze his balls.  She slipped her other hand underneath
her bottom and slid her middle fingers around her vaginal entrance to feel
his hard shaft sliding wetly in and out of her.

   Zoe's vagina had always been tight and the fact that she'd had no kids,
combined with her lithe, petite build meant that it was still as tight now
as it had been in her teens.  So even though Matthew's penis was small by
comparison to an adult male's, it was certainly enough for her.  Even if it
had been smaller it wouldn't have mattered: the fact that she was doing it
with a kid would have been erotic enough to bring her to orgasm.

   She could easily get off just by rubbing against someone else's body,
without the need for a penis, fingers or a tongue.  As it was, the boy's
cock was like having a man's finger in her, and it was certainly doing the
trick.  She'd never been this turned on by masturbating or doing it with a
man and even her experiences with other girls were nothing compared to
this.

   His little balls were about the size of grapes, and they were so sexy
and cute that she had the overwhelming urge to squeeze them harder.  As she
played with his balls she used her vaginal muscles to squeeze his cock and
the little boy moaned, his tummy rising and falling against her own as his
breathing quickened.

   They began kissing again and Zoe was in heaven.  His tongue was in her
mouth, her small breasts were squashed against his chest, her flat tummy
was pressed firmly against his, and his prepubescent penis was sliding in
and out of her tight, wet hole.  They were really fucking now.  Matthew was
getting the hang of what to do and there was an urgency developing in their
movements.  It was amazing, she had a child fucking her, and if she stopped
moving he'd continue on his own.

   "Come on baby," she breathed into his mouth, "you're amazing, you know.
I've never been to bed with anyone who turns me on as much as you," she
cooed softly, her hips quivering underneath him momentarily rather than
rocking.  "I think you're going to make me come quite soon," she sighed.

   The little boy was so high on the whole experience that he hardly knew
what to say for himself.  But Zoe didn't expect him to...  the expression
on his face told her everything she needed to know.  His lips were pressed
firmly together and he was panting through his nose, his moaning muffled.

   "It's okay darling," she breathed soothingly.  "Relax and enjoy it, and
if you want to come, then just come baby."

   A smile flickered at the corners of his mouth and their hips ground
together.  Zoe snogged him again and writhed beneath him; massaging his
body with her own and rubbing her tummy against his while they fucked and
kissed.

   "Oh God," she moaned, "this is just the best thing ever.  Rubbing
tummies together and fucking with a super cute 11-year-old!" she paused for
a moment then said, "I love you darling.  I wish we could just keep doing
this forever!"

   Matthew's face beamed.  "I love you too," he gasped.

   "I've got an idea," she said, "Before we both come, if you push yourself
up on your hands we'll be able to look in-between our bodies and see your
willy going in and out of me."

   Matthew complied and Zoe felt a thrill of excitement as she got an
eyeful of his young, naked body, his milky-white skin, flat tummy and
narrow hips in-between her legs.  His hard, glistening penis jutted out at
right angles to his body and his lack of hair added to the eroticism of her
view, emphasizing the fact that he was still a child.  His hips moved back
and forth and they both watched in awe as his penis slid in and out of her.

   "Wow, that's amazing," the boy exclaimed.

   Zoe reached down and rubbed her clitoris to give him a real visual treat
and she moaned lasciviously.  While she masturbated herself, her free hand
pinched her nipple, and she felt a thrill knowing how excited her little
show of lewdness would make him.

   "Come here baby," she said softly, pulling him back down on top of her,
"lets rub our tummies together and fuck till we both come."

   Matthew sighed as their flesh pressed together again and he felt Zoe's
hands gripping his buttocks.

   "Listen darling," she said, her voice a little shaky, "when we both come
I want you to keep your eyes open, so that we can look at each other okay?
I want us to look into each others eyes when we come."

   "I think I'm gonna come soon," he gasped, biting his bottom lip.

   "Good, I want you to come again.  I want you to come inside me darling,
and when you come, I'm gonna come too."

   Zoe slid her middle finger in-between his buttocks, and finding his anus
she fingered it gently.  "Is it okay if I put my finger in here?" she asked
pressing his anus, as if it were a little button, to emphasize the part of
his body to which she was referring.

   "You're kidding!" he replied, slightly incredulously, "What do you wanna
do that for?"

   Zoe smiled reassuringly.  "If you don't like it I'll stop, but I kinda
think you will.  Don't forget...  your willy's not just for weeing and your
bottom isn't just for pooing either.  It feels lovely to have a finger in
there while you're having sex.'

   "Can I put my finger in your bum too then?"

   "Wow, like...  yes...  please, but don't blame me if I die of pleasure!"

   Matthew grinned as Zoe told him to hang on while she wriggled across the
bed to get something out of the bedside cabinet.  They made the short
journey without Matthew's willy popping out of her and he even managed a
few thrusts on the way.  Fumbling with the top draw momentarily, Zoe found
the KY Jelly and squirted some onto the small of Matthew's back.

   "Eeeek, what's that?" he squealed, "It's cold!"

   "It's just lubrication so when I put my finger in your bum it'll just
slip in nice and easy.  We'll leave it on your back for a while to get warm
first."

   Matthew had momentarily stopped moving and Zoe was enjoying the feeling
of his body lying motionless on hers.  She told him to stop fucking for a
while and they kissed passionately.  She enjoyed the feeling of his tummy
pressing flat against hers with his hard penis inside her while they
kissed.

   A few exquisite moments later and Zoe was fingering KY Jelly around
Matthew's anus.  She continued to kiss him but he was still forbidden from
moving, something that was becoming increasingly difficult for both of
them.

   "Okay," she said, pressing her fingertip against his little bum-hole,
"Just relax, and if you don't like it, say so and I'll stop."

   Matthew screwed his eyes tightly shut and wrinkled up his nose, as if he
was expecting something painful to happen.  Zoe's fingertip sunk into his
anus under the pressure she was applying, and she let it slide in to the
first joint.  Matthew's eyes opened and he smiled slightly, then moaned out
loud as she sunk her finger deep in to his anus right up to her knuckle. 
His eyes were wide open and his breathing became erratic as she wiggled her
finger deep inside him.

   "D'you like it?" she asked, and the little boy nodded excitedly in
reply.

   She lifted her own bottom off the bed, applied some KY Jelly and then
guided Matthew's middle finger to her own anus.  He was certainly eager to
please she thought as the little boy lifted her to a new level of ecstasy
as his finger sank all the way into her bottom, copying what she'd done to
him.

   "Okay," she sighed, her heart thumping, "so now let's fuck, rub tummies,
snog and finger bottoms...  and then I think we're both gonna come.  Are
you ready?" She paused, taking an exaggerated gulp of air to emphasize her
long sentence, then, grinning said: "One, two, three, go!"

   Their lips slid together their tongues slipped into each other's wet
mouths and Matthew's hips rocked up and down as they began to fuck again.
Their hips began to move more urgently and their pubic bones bumped
together as they fucked.

   Zoe pressed down firmly against his bottom with each downward stroke and
her hips rose rhythmically to meet his in perfect timing.  She squeezed her
vaginal muscles tightly and could feel every movement of his penis as it
slid in and out of her.  She arched her back and moaned into his mouth. 
She knew she was going to come.  A child was going to make her come, and
the thought of it drove her even closer to the edge.

   "Matthew, baby, you're gonna make me come sweetheart.  You're so horny.
I love you!" This would be Zoe's first orgasm against what would be
Matthew's third and it was hardly surprising that she was about to loose
control, given that she was living out her number-one fantasy...  doing it
with a little boy.

   Matthew's face was contorted in a mask of utter ecstasy.  His baby-hips
kept pumping up and down, and beads of sweat had broken out on his forehead
with the exertion.  "Zoe, I think I'm gonna come again," he gasped urgently
as if warning her.

   "That's gorgeous darling," she cooed in reply, "Come for me sweetheart,
and I'll come with you."

   She watched the expression on his face whilst squeezing his baby balls
and fingering his anus.  Expertly she rolled him over onto his back to take
complete control.  Rather than relying on the movement of his hips, she
would now dictate the pace and bring them both to a delicious climax.

   Their flat tummies slapped together audibly as their fucking became
frenzied in the final throes of ecstasy.  Matthew moaned out loud and
arched his back, his body so overcome with pleasure that his third orgasm
was every bit as strong as his first.

   "I'm coming too baby," Zoe cried, fucking the child beneath her with
more passion than she'd ever fucked a man.  She cried out, holding nothing
back as her body shook against the little boy, with his cock deep inside
her and their fingers buried in each other's bottoms.

   After Zoe and Matthew had both relaxed with another drink of Bucks Fizz,
their attention returned again to sex.  Matthew hadn't forgotten that Zoe
had promised to teach him how to do oral sex to her, and so began the next
stage of his sexual education.  She taught him how to suck her clit using
her finger as a dummy and drew a parallel with sucking cock, demonstrating
what she meant by sucking his still-stiff willy.

   He was an eager student and desperately wanted to get it right.  Not
only did he want to please her, but he was genuinely aroused by the
prospect of making this sexy woman come in his mouth.  He might only have
been a child, but he was a male child and very horny.

   She had a lot of fun teaching him the rudimentary basics of oral sex,
and, when he was ready, he lay down in-between her legs and began
tentatively licking her slit.  Although he was inexperienced, his youthful
enthusiasm more than made up for his lack of skill, and as soon as she was
sure that he wasn't finding this new experience distasteful, she began
rocking her hips against his mouth.

   He obviously enjoyed it, and when he made her moan by doing something
she liked his little mouth worked feverishly to bring her yet more
pleasure. Looking down her body to see the little boy's face in-between her
legs, concentrating so hard on giving her pleasure, she felt as if she was
in heaven.  His strawberry lips sucked her hard bud and Zoe moaned out
loud, arching her back and rocking her hips, fucking the child's mouth.

   She held his little face in her hands, guiding him to the right spot,
loosing control and jerking herself against his lips and tongue. 
Eventually she reached her second climax with the young boy, and had a
delicious orgasm in his willing mouth.

   They spent their remaining time together kissing and cuddling, before
eventually he had to hurriedly get dressed and run home to his mum.  His
penis was still stiff, and if she'd had the time she could have made him
come again.  The next time they met they'd have more time, and she'd take
him to his limits, fucking him until his little boy's stamina ran out and
he couldn't get a hard-on any more.  She wondered how many times he'd be
able to come.  She'd find out the next time she saw him.

   Before he left he told her repeatedly how much he loved her and she
replied by telling him that she loved him too.  They weren't empty words.
She really did love him.  She'd fallen in love with a child and it felt so
right, more right in fact than it had ever felt with an adult male.  Adam,
her current boyfriend, would have to go.

   She'd miss him after he'd gone and she told him so.  She sent him home
without his underpants on.  It felt kinky and perverse to do so and she'd
keep them under her pillow as a reminder of how naughty she'd been.

   After he'd gone she spent the next couple of hours keeping busy with her
dildo and her fingers.  She came another eight times thinking of her child
lover and eventually she fell into a deep sleep with his underpants
clutched to her chest.