Note: This story was dynamically reformatted for online reading convenience.
 
 OPENING THE BOX (Part 1)

   By KATZMAREK(C)

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Disclaimer.

   This is a work of erotic fiction.  It remains the property of the author
and may not be reproduced for profit without the author's express
permission.

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   Justin wasn't sure why he decided to take Mrs.  Benmore up on the
invitation.  He hesitated outside No.34 and looked back at the party next
door.  It was still in full swing with a group of guys he knew making a lot
of noise by the gate.  Evidently they were seeing off someone because he
could hear the reving of some car engine.

   He didn't much like parties anyhow.  He went along because he was trying
to fit in and do what the other guys did.  He still felt an outsider, shy,
and found meeting new people hard.  Parties tend to make lonely people feel
more lonely, he found.

   He had been standing by the door watching the dancers jolt around the
room.  He didn't like the music, they called it 'hiphop' and it offended
his ears.  He favoured songs with something to say and didn't feel this
music said anything to him.

   That's when Mrs.  Benmore had come up behind him.

   "Not dancing?" she'd asked him.

   "The music's crap!" he'd replied without turning to see who it was.

   "Yes I know dear, but I thought it was what you kids listened to these
days."

   That's when he'd turned around.  Seeing it was an adult he'd started to
apologise for the language but she'd stopped him.

   "No, it's quite all right," she'd told him, "I hear worse."

   Mrs.  Benmore looked about thirty or forty.  He couldn't tell people's
ages after a certain point, say twenty.  She was a rinse-blonde caked in
hair spray so it appeared stiff as a board when she shook her head.  Her
tight red top seemed a size too small and stretched like cellophane over
her large bust.  A half-circle of freckled pale skin appeared just above
where he imagined her cleavage began.  Below that a black dress swelled
around her hips to close just below her knees.  Meeting the hem of her
dress were high, black leather boots.

   She asked him his name and told him Justin was nice and suited him. 
Wanting to know who he'd come with, Justin shrugged and told her some guys
in his class had told him there was a party.  He said there was always a
party somewhere on Saturday night, especially after the exams.

   "And do you usually go to them?" she'd asked.

   "Mostly."

   "Even though you don't enjoy them?"

   "Oh, I like watching people," he'd told her, "it's interesting."

   "Well sugar," she'd replied, "you know what they call that, don't you?"

   The fake serious tone in her voice alerted him.  He knew he was about to
be teased but stumbled into it anyway.

   "No, what?"

   "Voyeurism!" she told him, smiling.

   "Oh," he said, smiling sheepishly.

   At 16 of course he knew what voyeurism was.  The truth is, she was
probably right, he *did* like to watch.  Earlier he'd gone out to the back
patio where the dopers and smokers hung out.  Lounging by the ornamental
shrubbery, he'd spied the odd couple making out.  He'd seen one of the
girls from his class by the garden shed and was positive he'd seen some guy
with his hand up her dress.

   The truth is, he fancied her like mad.  She was called Freddie and he
wished it was his hand exploring.  It gave him some weird thrill to watch
her.  Like in his fantasies he transferred himself into the picture.

   He'd never felt a real one before.  He'd imagined it would be warm and
sticky.  Perhaps like his dick when he jerked it at night.

   Mrs.  Benmore had stood embarrassingly close to his shoulder.  She smelt
a little of rum and coke and told him that Ricky's parents had asked her to
look in on the party, just to make sure it wasn't getting out of hand. 
They all seemed a nice bunch, she told him.

   "I wish I was ten years younger.  It's been a while since I fitted into
jeans as tight as that," she explained, nodding at one of the girls,
Angela. "And so low slung!  God, I'd have a pinch of flab showing," she
told Justin, running a hand over the small of her back.

   She next asked him who was who and who came with whom.  He told her that
Angela was practically married to some guy called John Simmons.

   "And he is where?" she asked.

   "Probably out back, he smokes."

   "So why don't you ask her to dance," Mrs.  Benmore suggested.

   Justin had then looked in horror at her.  He explained it would be more
than his life's worth.

   "And besides, she wouldn't want to dance with me."

   "Oh sugar, why not?  You're a good looking guy.  I'm sure most of the
girls here would love to have a jig with you."

   Justin blushed furiously.  He told Mrs.  Benmore that he couldn't dance
to this rubbish anyway.  And besides, he lied, none of the girls really
interested him.

   "So what does a girl have to have to interest you?"

   "Brains!"

   "Ah!  Anyway, I'd better leave you all to it.  You're obviously not
wrecking the house."

   Almost as an afterthought, she'd then suggested he drop over next door
if he was bored.

   "My family has deserted me as usual.  One daughter is off to the cinema
and the other is at her boyfriend's.  I don't suppose I'll be seeing *her*
till tomorrow!"

   With that she'd patted him on the arse and left.

   That touch on his arse felt like an electric shock.  He felt her hand
print for a long time afterwards.  He'd wondered if that was some kind of
signal.  He didn't want to make a fool of himself by misinterpreting.

   But he thought and thought and the notion began to grow that just maybe
it *was* some kind of invitation.  In any case he was getting bored with
the party.  Even spying on the couples outside had lost interest for him.

   ---------------------------------------------------------------

   Finally plucking up his courage, he rang the door bell.  After a time,
during which Justine had almost walked away, the door opened a fraction. 
Mrs.  Benmore grinned broadly and beckoned him on in.  Justin followed her
to the kitchen where she indicated a stool by the breakfast bar.

   A cigarette smoked away in a glass ashtray.  On the counter was a half
empty bottle of black rum and a glass.  Taking the stool opposite Justin,
Mrs.  Benmore asked him if he'd like a drink.

   "Just a beer," Justin replied warily.

   "I don't think I have any in the fridge," she told him, pondering,
"would you like to try a little rum and coke?"

   Justin was nervous about drinking spirits.  He'd watched his step-father
get drunk on the stuff too often.  Mrs.  Benmore, however, suggested a
little wouldn't do him any harm.

   "I'll make a weak one," she said, "you won't even taste it, I promise."

   She tipped a little of the rum into another glass and poured on some
coke.  Justin nursed it between his hands.

   I hope your parents don't mind you drinking.  I suppose I should have
asked."

   "No.  They're gone for weekend, anyhow."

   "You're on your own, then?"

   Justin nodded.

   She asked him about his parents.  Justin told her that his step-father
was filthy rich.  He'd even bought him a car.  With unusual candour, Justin
told her that he thought his step-father was trying to buy his affection.

   "So where is your real father?" she asked.

   "Up country, somewhere.  He lives in a bus, a real hippy type.  He's got
bundles of kids all over the place."

   "Hmm, must be a real stud, your father," she grinned, "I can see who you
take after!"

   Justin flushed red.  No-one had really paid him a compliment like that,
or his father.  His mother always described him as 'shiftless'.

   "I shouldn't embarrass you," Mrs.  Benmore apologised, "it sounds like
your mother hit the lottery alright."

   "I guess," Justin told her, "he's always buying me stuff.  Mum can get
him to do anything.  I never have to work for the rest of my life if I
don't want to."

   "Goodness, *that* rich!" she exclaimed, "now your mum must be a smart
woman."

   "Yeah!" Justin told her wryly, "except I never see her anymore.  She's
too busy jetting off to places."

   "I see," Mrs.  Benmore told him, patting his hand, "so you feel a bit
deserted?"

   Justin nodded.

   "At least you're not in a hurry to go home.  By the way, my name's
Sharon."

   Sharon asked him about girlfriends.  He admitted he hadn't really had
any.  He told her he hadn't found the right one.

   "So," she grinned, "find the wrong one!  Y'know, you never know which
candy you like until you've tasted a few."

   Sharon shifted on the stool.  Justin couldn't help noticing how her
breasts grazed the counter.  Her eyes flicked from his to her chest and
back again.  Breathing heavily, she rose and suggested she show him the
house.  Justin dumbly followed as she went from room to room.

   "I can't go in there, That's Chrissie's room.  It will be a mess as
usual.  My other daughter Vickie has that room across the hall.  She's
hardly ever there, I suspect she'll be moving out soon."

   Justin was hardly listening to her.  His eyes were fixed on her arse and
the way it swayed as she walked.  Sharon, he noticed, was curved, very
curved.  'Made for comfort' he thought lewdly to himself.

   "Now this is my room," she told him.

   He immediately perked up.  She opened the door and stood aside so he
could see in.  Inside he was confronted by mauve walls and a sumptuous,
immacuately made double bed.  A reading lamp suffused a soft glow to the
room.  Some photos and a clock radio sat on a small table by the side of
the bed.

   "What do you think?" he heard her say, "I like a tidy room," she told
him, "you never know when you're going to have visitors," she winked.

   "It's very nice," he told uncertainly.

   "Yes," she said, dropping her voice, "not that I have a lot of visitors.
Not in here anyway."

   Impulsively, Justin told her that he couldn't understand why.  He hoped
she would take the remark the *right* way.  Whatever that way was.

   "That's *so* sweet of you," she gushed, "and coming from a young hunk
too, ooo!"

   Putting an arm around his waist, she told him he'd better watch out
making remarks like that.

   "You just might get more than you bargained for!" she told him,
laughing.

   Her thigh bumped against his as they walked back to the kitchen.  Justin
could feel the warmth.  She seemed to be leaning on him.  Perhaps she was a
little drunker than he'd thought?  Once back in the kitchen, she heard a
noise outside and peered through the window.

   "It looks like the party is winding down," she said, "look!  There's
that girl from your class having a last snog."

   Justin stood beside her and looked to where she was pointing.

   "Look at the way that guy's grabbing at her.  'That's not the way to
treat a lady arsehole'!" she exclaimed.  Softly she asked him, "you
wouldn't treat a girl like that, would you?"

   "No, of course not!" replied Justin, hastily.

   "Of course you wouldn't, sugar," she agreed.

   He could feel her hand brushing him lightly on the arse.  Justin's cock
tingled in response, and began to swell.  Still *talking* to the girl's
boyfriend, she said,

   "Softly, you jerk!  Like playing a soft melody on the piano, rhythm and
finesse!"

   At the same time she was squeezing Justin with her arm.  As if suddenly
aware of him, she smiled.

   "Y'know, it's been some time since I was this close to a male," she told
him, "you don't mind my arm, do you?  Y'know, you're rather cute!"

   "No, I don't mind," Justin said, "it's nice!"

   "I just might change my opinion about you young guys, " she said, "I
thought they were all smash and grab!  But you're not like that, are you?"

   "No."

   Justin felt his voice start to croak.  The tension was becoming
unbearable.  His mouth was so dry his tongue felt like sandpaper.  The
discomfort in his pants became worse when she turned to face him.  He was
treated by the sensation of Sharon's large chest brushing against his.

   "Hmm," she hummed, "you're squashing my boobies."

   But she didn't move away.

   --------------------------------------------------------------

   "Can I be honest Justin?' she asked in almost a hush, "I don't think
there's any point in you going home tonight.  I could use the company, if
you wanted to stay?"

   "Sure," Justin croaked.

   "Good!" she said, taking him by the hand.

   She towed him up the hall and back to her bedroom.

   "Help me with the snap?" she asked him, presenting her back, "it's a
hook and eye, there!"

   Trembling, he struggled with the clasp until it fell open.  Quickly she
pulled down the zip of her top.  Justin watched her bra strap hove into
view.  He thought of undoing the white lacy strap but demured.

   Sharon dispatched the red top and turned to face him.  He was greeted by
the sight of her ample breast flesh spilling over the confines of her bra
cups.  He noted her freckles petered out towards her cleavage.  A sharp
tanline clipped the top of her valley.

   Justin watched, mesmerised, as she next undid the zip at the side of her
black dress.

   "Left or right?" she said, suddenly.

   "What?"

   "This side, or the other side of the bed?"

   Justin shrugged.

   "Ok, well if you don't mind, I'll take the side nearest the window.  I
don't like facing the wall."

   "Sure."

   Sitting on the bed, Sharon kicked off her boots and removed her dress.
Standing, she turned back the covers.  Her arse stretched her panties
tight, a hint of crack appeared above the elastic as she bent over.  As she
turned, Justin focussed for a moment on her pussy mound.  Some whisps of
black crinkly hair escaped from underneath her white underwear.

   Sharon took a big baggy T-shirt from under a pillow and threw it over
her head.  Wriggling she managed to take off her bra from under her shirt.
Justin didn't know how she did it.

   She climbed into bed and sat propped on the pillow.  Justin noticed that
her, now released, breasts sagged lower and appeared to flow around inside
her shirt.  He noticed the tiny buttons of her nipples making an imprint in
the cotton.

   Feeling her eyes on him, Justin slowly undressed.  He sensed her
grinning as he took off his shirt.  Her eyes flicked to his crotch as he
carefully undid his fly.  Sharon stifled a giggle as he gingerly eased his
jeans over the bulge of his erection.

   Sharon pulled back the covers and patted the bed beside her.  Justin
followed her directions and climbed into bed.  Smiling self-consciously, he
became instantly aware of the heat flowing from the womanly body beside
him. Shuffling down in the bed, she said,

   "Do you mind if I leave the light on for a bit, sugar?"

   Nodding, he followed her movements and lay prone by her side.  Sharon
eased her arm around his shoulders and turned her head to face him.

   "Hey!" she whispered, "are you alright?"

   "Sure!" he told her uncertainly.

   "Nervous, honey?" she asked, still in a whisper.

   With her free hand she brought his face around to face hers.  The smell
of rum, scent and a hint of tobacco assailed his nostrils.  It made his
head spin.

   Puckering, she advanced the centimetre to his face and half nibbled,
half kissed him on the lips.  Justin shut his eyes and focussed on the
sensation.

   "Better?" she whispered.

   He answered her with a grunt.  Satisfied, she kissed him again, but
longer this time.  Her lips gently eased his apart and she licked him with
the tip of her tongue.

   "Just relax," she whispered next, "be in the moment.  Don't worry,
sugar. Y'know, it's just so nice lying here with you." Barely audibly, she
whispered in his ear, "you've nothing to prove to me, you know."

   So saying she again worked her mouth against his.  Nudging his lips with
her tongue once again, she began to stroke the back of his head.  Gradually
she worked him, rolling his head back onto the pillow and boring down on
his mouth.  Sharon's big tits flowed over his chest, warm and soft.

   "Hmm!" she hummed in contentment, before nibbling his throat.

   She nipped her way down his chest and paused at his nipples.  Drawing
each tiny rivet between her lips, she sucked and flicked them with her
tongue.

   Stroking his chest she asked him if he liked it.  Justin managed a
smile. Taking his hand, she placed it over her breast.

   "Now don't grab them, sugar, just gentle."

   By now, Justin didn't need to be told.  He explored her flesh over her
shirt with the palm of his hand and felt the nipple begin to expand. 
Running her fingers over him, she encouraged him to mirror what she was
doing.

   "Would you like me to take off my shirt?" she asked him, coyly.

   Justin nodded.

   "Then ask me, nicely," she said in mock seriousness.

   Shyly, he started to ask.

   "Louder!" she told him, grinning.

   "Will you take off your shirt...  Please?" he added.

   Sharon giggled and sat up.  Slowly, she pulled her T-shirt over her
head. Her tits flopped into view, milky white with distended nipples.  She
dangled them over his face, held a nipple and rubbed it over his lips.  In
response, Justin poked out his tongue and tasted.  It was slightly salty
and springy.  Catching her breath, she asked him to suck it.

   "Now play with it with your tongue," she demanded, "that's it!  Like
that."

   She turned onto he back and encouraged him to pay attention to her
breasts.  Justin kissed, licked and massaged the great mounds while Sharon
closed her eyes and sighed.

   "Oh baby," she cooed, "so nice!  Don't forget the other one!"

   She told him she loved having her nipples licked.  She whispered that it
had always turned her on.

   Justin's cock was squashed between him and her thigh.  It throbbed and
itched with every movement.  With her hand she trapped it and pulled it
free from his underpants.  He became more desperate, sliding his hand down
towards her pussy.

   "Not yet, sugar!" she told him, "are you ready to pop?"

   "I don't think..." he gasped.

   "Ok, sugar.  Just let go!" she told him, "here!"

   So saying, she rolled him onto his back and pulled down the covers. 
Finally she saw what she was holding, big, red, urgent and, well, big!

   "Oh my!" she gasped, "my God you're huge!"

   Quickly she bent over it and siezed it with her lips.  Humming, she
rapidly sucked him, furiously working him in and out of her mouth.  He
reached the point of no return fast.  Sensing it, she pulled him from her
mouth and closed her eyes as Justin erupted like a geyser.

   "What a mess!" she exclaimed laughing, "so how long have you been saving
that up," she asked.

   "A while!" he muttered, sheepish.

   "Oh honey," she said, running her hand around his balls, "don't be
embarrassed.  You're one sexy stud, do you know that?"

   Sharon sat on his legs and began to massage his torso.  Grabbing a cloth
from the drawer she towelled them both down.

   "Y'know," she told him, "when I was younger, I used to get around a bit.
We used to park by the river and do it on the bank under the bushes. 
Sometimes the guy would bring a blanket, but most often no and I get grass
and prickles all over my back," she laughed.  "I was maybe 16 or 17,
perhaps?  After each fuck we'd say 'round one' and who had come would get
points.  4 to 2 was one of my best nights.  Do you mind me telling you
this?"

   "No," he answered.

   In fact, Justin felt a twinge of excitement and wanted her to continue.

   "I have had a few guys," she told him, "but no-one, I mean, no-one, had
a dick as big and beautiful as this," she said running her fingers along
it.

   Lying along his body she whispered in his ear,

   "I haven't felt this horny in ages!"

   They began kissing again, tongues lashing and rising steadily in
passion. Pausing, she asked,

   "Y'know, I wasn't going to do it tonight, but...  Honey, would you like
to fuck me?  I'll help...  it's easy!"

   Justin's cock was rising to full mast again.  Sharon siezed it again in
her fist and worked him hard.  Justin rolled Sharon on her back and
attacked her breasts with his mouth.  He sucked on her tits the way she'd
told him she liked.  Sharon gasped and held his head.

   "Baby, baby!" she cried urgently, "enough!  Get over me, C'mon!"

   She hastily pushed down her panties.  As Justin got between her legs he
had a sensation of crinkly hair, slippery and hot.  She guided his cock to
her pussy entrance and fitted him into place.  She spread her knees wide
and closed her eyes.

   "Now don't ram it in...  just easy, slow...  that's it, baby...  nice!"

   Once he'd slid his length fully inside, she asked him to stop.  She told
him she wanted to just feel the sensation.

   "Oh, you're beautiful," she said.

   Justin thought it was the most exquisite sensation he'd ever felt.  It
fitted in like a hand in a glove, warm and velvety.  She squeezed him with
her muscles, massaging his cock.

   "Like it?" she asked, grinning.

   "Yes, beautiful."

   "Hmm, now go slow, uh, kind of roll your hips...  like this," she guided
him with her hands.  "here, feel this.  That's my spot, honey, grind
against it!  oh...  you're doing, uh, beautifully!"

   She told him how she liked to be fucked, guided him with her fingers and
hands.  Justin was learning fast and soon Sharon was moaning against his
cheek.

   "Oh baby!  So...  uh...  good.  I haven't...  uh...  had it...  like
this...  uh...  oh...  for a long, long time!  Grab my arse!  There, oh
baby!"

   She held a breast up and told him to suckle.  Her moans took on an
increasing urgency.  She grabbed his arse and forced him harder against
her. She thrust back desperately urging him to go harder.

   Their bodies became slippery with perspiration.  The beads shook on her
pale tits as they jiggled with his thrusts.

   "Faster!" she cried, urgently, "ohhhh, harder, oooooo!  Make me come,
babe..." she babbled, "oh FUCK!"

   She keened and wailed and thrust furiously against him, threatening to
throw him off her.  Justin grabbed her shoulders and hammered as hard as he
could go.  His own crisis looming, he grunted and strained and banged into
Sharon's pussy.  His explosion was almost painful in its intensity. 
Panting, Sharon held him around the head as he shot stream after stream of
red-hot sperm deep inside her.

   They lay still as their quickened breathing gradually returned to
normal. Justin slowly eased off her, his cock withdrawing, spent, with a
plop.  Sharon felt herself between her legs.

   "God, I'm a mess," she grinned.

   "Sorry."

   "What, for fucking the daylights out of me?  Honey, I've never had
anyone apologise for screwing me senseless before," she laughed.  "There's
a shower through there.  Let's say we rinse ourselves off."

   Justin followed her into the en suite, he watched her arse cheeks
wobbling in front of him.  Almost miraculously, he felt his cock twitch at
the sight.

   After they had thoroughly washed each other, Sharon knelt in front of
him and sucked his cock.  Unfortunately, Justin couldn't manage anything
but a semi-erection.

   "Save it for the morning, sugar," she told him, "I couldn't think of a
better way to start the day."



   KATZMAREK (C)