Note: This story was dynamically reformatted for online reading convenience. When I was 18 I was working in a fabrication plant that with more than half of the employees being female, between the ages of 20 and close to 70. My job took me all over the plant and I got to interact with everybody. Some of the jobs entailed sitting over a microscope for many hours every day, and one day while I was talking with one of the ladies she mentioned how tense her shoulders were. I began to give her a neck and shoulder rub, and she really liked it. It was something I was good at, and I could even feel the knots beneath the clean room suits we were required to wear. As the months went on, I became known throughout the plant for my shoulder rubs, and had made a lot of new "girlfriends." Nothing to it, really, although it may have been a bit stimulating for both of us. We'd have conversation while I was rubbing and some of the talk became kind of personal. One gal told me her husband called her Muffin, and I started to use the name too, but when another guy heard it and tried to call her that, she came uncorked. "You can't call me that! Only my husband calls me Muffin." "But you let Josh call you Muffin!" "That's different. He can call me Muffin, but you can't." I laughed myself silly. When he left she looked at me and asked, "Can you believe the nerve of him?" One of the ladies I met via neck rub was Mary, a lady in her early to mid 40s. Some of the guys in the plant thought she was an old prude, but as I got to know her I came to see that she was a very sensitive lady. She had marvelously expressive big blue eyes, and enjoyed my touch as much as anybody else. She was certainly no prude. I had made note of her slender body before, what I could see of it through the not-very-form-flattering suits. There were times she was walking away from me and I would admire the swing of her hips, a sexy, mature swing, not the hard twitch of a young gal. I always had admired older ladies, so I could see in her what others either wouldn't or couldn't. Mary lived in the same apartment complex as I did, and we had a couple of mutual friends. One night a friend of mine named Norm invited me over for a barbecue and beer bash, and Mary was one of the invitees. Norm loved to barbecue and only needed an excuse to fire it up. Having a couple of people over was excuse enough. Mary and I were the only single people there, along with two other couples. We stood around on the patio while Norm acted as chef and I kept things hopping telling jokes and amusing stories. Some of the jokes were repeats, special requests from one of the wives who just loved the way I told them. I always did kind of get into character when I got on a roll after a couple of beers, and I was a pretty good mimic. I could change voices and attitudes like changing hats, and the stories just flowed. After we had eaten we all sat in the living room while Norm put on some porn. Nobody seemed to be very interested in it, and conversation just continued. I was sitting on the couch next to Mary and she had made some comment to one of the wives to the effect of being done with men. I looked at her and flirtatiously said, "Oh, great! And where does that leave a little guy like me?" She turned those big baby blues toward me and looked at me for a long moment, then she smiled a little bit and went back to her conversation. I mentally shrugged, thinking I had at least let her know I was interested, but I was still surprised when she invited me over for dinner a week or so later. She had made a simple but tasty meal and we sat talking for a bit afterward. I asked her how she would like a full body rub instead of an inadequate shoulder rub. She said she would like that and we got down on the floor. She lay with her arms at her sides and I began to work her lower back, finding the knots with my thumbs and working them out, slowly moving up her body to her shoulders. By the time I had finished with her neck, she was laying limp on the floor, and I worked my way down her back to her buttocks, working them simultaneously before sliding down to her bare legs. I massaged the thighs one at a time, then down to the calves and finishing with the feet. I rubbed back up to her bum and repeated the process on her other thigh, down the calf to the foot and back up to her lower back. I kind of sighed, thinking I was finished and started to back away. She wasn't nearly as out of it as I had thought, as one hand reached up and grabbed my leg, and she said, "You aren't going anywhere." I heard the invitation in her voice so I just lay down on top of her, my hands going beneath her body to cup her small, still firm breasts. I massaged them for a bit, and from my position against her I could feel that she was breathing hard and knew she was hoping for more. I began to slide back, lifting myself up to my knees, and slowly slid her shorts down her long legs. When I had them off I removed my own, my hard eight inch prong standing proudly out in front of me, and I kissed my way up her thighs to her ass cheeks, lavishing kisses on them before moving up on her body. My stiff rod slipped between her thighs and into her hot snatch like a guided missile, and I slowly worked it into her. I made slow love to her laying on the floor, moving sensuously in and out of her, her own hips gently moving side to side as I plunged into her hot honeypot. I nibbled the back of her neck and she kind of lay there purring with a little smile on her face. I wondered to myself how long it had been since anybody had loved on this sensitive woman, and felt an overwhelming tenderness toward her at that moment. My movements became more urgent, and Mary knew I was getting close. She whispered to me, "Cum inside me, Josh." Those four words made sure I did, because her saying that was such a turn on I did just that. I began to shoot my load of hot semen into her grasping pussy, my cock throbbing and pulsing inside of her, and she let out a small, "Mmm," as she felt me swelling and thrusting inside her vagina. When my orgasm had run its course we lay still for a while, panting and regaining our breath, before she finally broke the silence saying, "I thought you said you were a little guy." I chuckled a little and nibbled her ear before replying, "When you're comfortable with what you've got, you can talk about yourself however you want." She laughed a little, then moved to roll over. I lifted myself up so she could, my softening cock slipping out of her dripping quim, then dropped back down to kiss her. We kissed for a minute before I began to kiss my way down her body, lifting her shirt up to reach her little breasts, suckling and kissing the erect nipples before kissing my way down her body to her cum-filled pussy. I looked at her right before diving in and I thought she was wondering if I was really going to do it, then I began to eat her tasty creampie. She moaned lightly, her fingers caressing my longish hair as I nibbled, licked and sucked at her steaming pussy. When I had her clean I focused on her clit, and in short order had her cumming on my face, her tasty sauce running out to be licked up and swallowed until she was a quivering mass of flesh beneath my tongue. I backed it down a bit, licking gently so she could regain her breath, then lay back on top of her. I moved to kiss her and she eagerly kissed me back, tasting her own juice in my mouth. My cock was already getting hard again and she felt it against her thigh. She broke the kiss and looked at me with her large blue eyes, asking, "Are we going to need to use the bed?" I gave a fake embarrassed shrug and replied, "It would probably be more comfortable than this carpet." She laughed and we got up, moving our activity into her bedroom. I spent many nights at Mary's apartment over the coming year, and we became very close. For somebody who had appeared to be a prude, she was an absolute wildcat in bed. I was lean and strong and we would often end up nowhere near where we had started before we got finished. In the morning I would slip up behind her at the kitchen stove and slide my stiff prick into her while my hands cupped and played with her breasts. She would spread her legs a little and we would make love while she cooked breakfast. Her entire personality changed. She became a happier person, laughing much more easily with the rest of the people in the plant, and we would often be seen about town together. My buddies were surprised and gave me a hard time, but I knew something they didn't and just smiled at them. They could give me as much grief as they wanted, but I had an absolutely wonderful woman and lover. Mary was a very adventurous lover, and our pillow talk went down some interesting trails. I thought of my little brother, 12 years old whom I had taught to masturbate. Before I moved out we would sometimes jerk off together. I mentioned our adventures to her, describing his cute body and hard young cock, what he looked like as he was cumming and how much he liked to do it with me. She was stroking me at the time and her hand picked up speed. She was definitely turned on, and sexily said, "Oh, I'd love to see something like that." I smiled at her and told her, "I can make it happen. I'll just take him out next Saturday and bring him here. I take him places all the time, the folks won't think anything of it." Mary smiled at me and said, "Ooh, that will be nice. I can't wait till next Saturday." I made arrangements to pick Connor up next Saturday morning, saying we were going out hiking, and as I had thought nobody thought twice about it. Connor lived about thirty miles from where I was, and traffic was light that Saturday. I made the trip in short order and Connor was waiting for me when I arrived. I went in and visited with the folks for a bit before leaving, telling them I'd have Connor back before dinner. As we were driving down the road I told Connor that we weren't going hiking, and I had a surprise for him. He was excited to see what I had in store for him, but I'll bet he wasn't expecting anything like what he got. We parked in my parking spot and walked across the complex to Mary's apartment. I opened the door and led us in, closing and locking it behind us. Mary came walking out from the hallway and smiled at us. "Mary, this is Connor, my little brother. Connor, this is my girlfriend, Mary." Connor smiled at her and shook her hand. She said, "Hi Connor, I'm very pleased to meet you." He said, "Me too, Mary." Mary and I had made the plan and I took Connor to the bedroom to "change into our swimming trunks." When Connor was completely naked I said, "Hey, let's jerk off quick before we go swimming." I began stroking my cock, quickly bringing it to hardness. He looked at it for a second, then shot a glance toward the open doorway. "What if Mary catches us?" I shrugged nonchalantly, saying, "She's seen me jack off before. No big deal." His little cock had grown hard just thinking about it, and he began stroking with me. I walked him over to the bed and we sat down next to each other. We watched each other masturbate for a few seconds before I said, "Hey, would you like me to jack you off and you can do me?" His stroking slowed a bit, then he replied, "OK." I reached over to take his stiff little cock in my hand and he jerked and went "Oh!" I smiled at him and said, "Feels different when somebody else does it, doesn't it?" He was watching my hand slowly stroke him and nodded, giving me a soft, "Yes, it does" as I watched his face. I said, "Just lean back and let me do it to you. You'll like it." He leaned back, his elbows locked and watched as my hand manipulated his twitching prick. Just then Mary came walking in and exclaimed, "Oh, how delicious!" Connor looked up in panic, his hands going to cover himself and his face turning red. I fought through his hands and said, "Connor, settle down. It's no big deal. She's seen a penis before." He slowly relaxed but was just as embarrassed. He watched her as she walked across the room to us, watching as I continued to stroke him. She leaned down and touched me saying, "It looks so nice. May I?" I let go of Connor's cock and said, "Sure, go ahead." She took it in her hand and stroked it a few times, telling Connor, "Oh, it feels so nice. You've got such a lovely prick. I just want to eat you up." Connor gave her a little smile and I said, "She'll be nice, Connor, don't worry." Mary went to her knees in front of him, still stroking, then leaned forward and took him into her mouth. Connor's eyes closed and he shuddered, a small "Ohhh" escaping his lips. "Feels good, doesn't it?" I grinned at him. His eyes opened and rolled in my direction and he nodded briefly before closing his eyes again. Mary was slowly sucking him, Connor's little cock disappearing into her mouth before she drew back up, exposing his shiny shaft. Her hand went to his balls, tickling and fondling them while she slavered her tongue all over his cock. Connor sat there trembling in ecstasy at his first blowjob, the look on his face priceless. He was in heaven. I knelt down next to Mary and nudged her. She slipped Connor's cock out of her mouth and I moved in, his tiny little prick slipping between my lips like it belonged there. I just loved the feel of him inside my mouth, and I sucked him while bobbing up and down. Mary reached between my legs and lightly stroked me as I played with my little brother. "Oh, Josh, that feels so good," he said. Mary added, "It looks hot, too. I just love watching you suck your little brother's hard little cock." Connor was beginning to tremble and I quickly let Mary get in place. She took him into her mouth and continued sucking him. Connor gave a little lurch and then thrust up into her mouth, groaning as he shot his load into her mouth. Mary swallowed it all down and she hummed with enjoyment as he finished squirting into her. She let his cock out with a little pop and looked up to where Connor was breathing hard, watching her, and said to him, "Your sperm is delicious. Thank you!" Connor gave her a shaky smile and replied, "You're welcome." Mary looked over to me and said, "Connor, your brother needs to get off too. Would you like to help me with him?" Connor's eyes locked on my rigid pole and he nodded slowly, then faster and said, "Yes!" I sat down on the bed and he got onto the floor next to Mary. Mary told Connor, "We'll take care of him like he took care of you. Just do what I do and we'll be drinking his sperm in no time. He's already hot, so it shouldn't be too long." Connor nodded, anxious to get started. Mary licked the length of my shaft a few times, then ran her tongue around the head before sucking it briefly. When she had spent some time on it, she pointed it toward Connor for him to have a go. Connor was inexperienced, but willing, and he was soon lavishing his tongue over my twitching cock like a pro. His hot little tongue was all over me, his cute little body nestled between my legs. After they had traded shifts a few times I began to feel the tingle, and warned Mary, "Here it comes." She took my wet prong from Connor and told him to be ready to get his share. He nodded and she went down on me all the way to the root. I groaned and thrust up against her, my balls roiling as they unleashed their pent up load of semen. Mary backed off to where just the tip was in her mouth and took the first shot in her mouth, then quickly pointed it to Connor. Just as he was putting his lips over it my second shot blasted out. Connor's eyes got wide and he let out a muffled "Mmph!" as I shot another squirt into his mouth before Mary took it back into hers. She finished me off, then stroked and milked my shaft to get the last few drops. When they appeared she pointed it back at Connor and said, "Lick those off and we're about done." She noticed that he hadn't swallowed what was already in his mouth and told him, "Just swallow that down, it's good for you." Connor swallowed, then leaned forward and licked the last big drop off the head of my cock. I looked at him and said, "Thanks, Connor. You did that perfectly. It felt great!" Connor smiled at me and said, "I liked it." I invited him to sit next to me and then hugged him. I said, "Good, we'll do that all the time now, then." I glanced over at Mary, who was watching us with sparkling eyes, and said to Connor, "We need to do something about Mary. You and I have got to cum, but she's sitting over there all hot. Do you want to help me with Mary now?" Connor looked at Mary with a big grin and said, "Yeah!" I stood up and invited Connor to help me undress her. Mary stood with arms akimbo while we unbuttoned her shirt and removed it, exposing her cute little breasts, then slid her shorts down over her hips and off her legs. Connor's eyes were wide as he took in all of Mary's female charms. He saw exactly what I did: a beautiful woman. Mary lay down on the bed and I had Connor lay on one side of her while I got on the other. I told him to go ahead and feel her, anywhere he wanted, and he immediately started to fondle her breasts. I encouraged him to suck the nipples, and he was quick to take me up on the suggestion. He was pretty excited and a little rough, so I showed him how to touch her gently, how to play with the nipples, teasing and tweaking, pinching and pulling them. He was a quick study, and soon had Mary breathing hard under his touch. I think a lot of her stimulation was the thought of having such a young boy handling her body. I was frankly pretty turned on myself, and his hard cock was evidence of his own excitement. He was feeling pretty comfortable with the breasts, so I thought we'd move him on to the pussy. He was eager to see that too, and studied it raptly as I showed him the sensitive spots to play with or lick, and rather selfishly I had to demonstrate how to eat her out. He couldn't wait for his turn, and I turned it over to him with amusement. While he was busy licking and sucking her, I crawled up next to her to kiss her, fondling her breasts, and whispered, "How do you like it?" She moaned lightly and pulled my ear to her lips and gaspingly whispered back, "It's so hot!" before biting my earlobe and giving it a little pull. I played with her breasts while I watched Connor eating her out, and she was soon trembling ahead of her orgasm. I quickly slid down to walk him through his first female orgasm, explaining what was going to happen and how he ought to handle it. She pushed up against his face, her tummy trembling and Connor was busily lapping and sucking for a bit as she poured her tasty sauce out into his mouth. I said, "Lick it all up. Get it all." He was very diligent, and did a wonderful job of cleaning her up. I walked him through letting her come down instead of keeping her orgasms going, explaining what he was doing. He sat back with a big smile on his face, and Mary said breathlessly, "Oh, Connor! That was wonderful! Thank you!" I patted his shoulder and told him, "You did good, little brother. Now how would you like to fuck her?" Connor's eyes went wide again. "Really? I can fuck her?" I nodded, "Yep, she's looking forward to it. She wants to feel you inside of her. She wants to feel your hard prick slamming into her hot hole." I looked at his throbbing prick, bouncing minutely up and down with his heartbeat, and smiled at his state. I guided him onto her, positioning his little prick in front of her hole, and then gently pushing on his little bum to get him to slide it in. Mary put her legs around his waist, opening herself up to him, and his little buns were tensing and flexing as he began to fuck into her. She was hugging him tightly to herself, enjoying the feel of his hard young body against hers, perhaps imagining it was her son fucking her. Connor didn't last long, as hot as he was, but at his age he'd be raring to go in a little while. His body tensed, his face screwed up as he began to shoot his seed into her. He made fast, short strokes as his balls were emptied and finally lay on top of her gasping. Mary held him, her hands gently stroking his back as his breathing slowed down. Her eyes were closed and she had a little smile on her face as she caressed him, his head pressed to her breast and his cock pushed up against her crotch. Connor finally straightened up and Mary removed her legs from his back. I told him he would have to kiss her now, and thank her for making love with him. He moved up alongside of her to give her a kiss while I went to clean her pussy out. Connor's spunk was tasty, and I wished there was more of it. I knew that in a few more years he'd be producing much more, and I was looking forward to cleaning up behind him.