Note: This story was dynamically reformatted for online reading convenience. This is Part 3 of the Burglars. Alice has learned to trust the older Jerry and has brought a friend who has not had much experience with men and feels she is missing out so Alice brings her to Jerry in order to help. Spring had finally arrived. Daffodils were blooming everywhere, flowering trees were putting on their floral displays against the pure blue sky and warm sunshine of the April afternoon. Jerry Holmes had just greeted the two girls who rang his doorbell a few minutes ago. Now standing in his living room were the two teenagers, the pretty Alice that Jerry had already hooked up with more than once and her more homely and obviously very nervous friend. "Jerry, this is my friend Erica I told you about last week" said Alice in her forthright and matter of fact manner. "Hello Erica, it's so nice to finally meet you. Alice told me so many wonderful things about you that I'm glad I'm finally meeting you in person!" Jerry greeted the girl in a positive and warming voice. He needed to allay her fears and make her feel comfortable with him if he was going to have any success at seduction. Erica shyly replied apologetically almost in a whisper "Hello Mr Jerry. Alice asked me to come along with her today to meet you." Jerry took a quick glance at Erica's body. She was not much to look at. A thin face with a few acne blemishes, glasses and shoulder length mousy brown hair. She wore a tight clingy top over what appeared to be a nice body with curvy breasts, a flat tummy and nicely defined waist. She had on a short mini skirt that stopped several inches above her knees. Her legs were nicely shaped but like the rest of her, on the thin side. Erica looked down and did not have the bounce in her personality that Alice had. Either she was shy in front of new people and would warm up after a while or maybe she was just scared and nervous about being here in this strangers house. Jerry wondered what exactly Alice had told the girl about this encounter today. In their conversation last Saturday Alice told Jerry that she enjoyed his carefree and relaxed personality. She was comfortable being with him and this is why she enjoyed their love making together. . She would never have gone this far with any of the boys in her class since word would get out and she would be labeled a slut. She would never even have dreamed of any of the sex acts that Jerry had introduced her to. She was just an inexperienced virgin until that day Jerry had coerced her into performing sex acts on him to secure her freedom. It was either that or have to face her Father, who was chief of Police, that his daughter and two boys had burglarized a house - Jerry's house. Alice had shared with her best friend Erica the fact that she had recently met an older guy. This guy was was very discrete and she had grown to trust him with their little affair. The encounter was just incredible sex with no strings attached. Perhaps Erica would like to meet him and they could share the no strings relationship. Erica was not very popular with the guys in her class and was very frustrated. She wanted to be loved, wanted someone to love her, to hold her, to kiss her and yes, maybe even have sex with her. But it wasn't happening in her so called life. Boys ignored her and worse, she was a shy wallflower who didn't even know how to reach out to any of the guys around her. She was afraid of the boys in her class, afraid they would laugh at her or reject her. This caused her to become even more withdrawn and even more shy. Her only friend was the popular and pretty Alice. Maybe opposites attract? Alice thought that perhaps she could help her friend Erica by introducing her to a handsome guy who was attentive to her needs and would provide her with some kind of emotional connection that she could use to propel her life in the right direction. He could build her confidence in herself to go out in the world. That guy of course was her new friend, the older and wiser Jerry and so the meeting was arranged. Erica still wasn't sure this was a good idea but she tagged along anyway and let her friend Alice do the introductions. Jerry thought another nubile young girl like Alice would suit him just fine and told Alice he would love to meet Erica. Alice explained how shy her girlfriend was and that Jerry would have to go slow and let the girl warm up to him. She doesn't make friends easily but once you get to know her you'll find out she's full of intellect with a heart of gold. She just needs confidence in herself. Alice thought Jerry had the gentle nature and right personality to help Alice. "Erica, you can call me Jerry. We're all friends here." Jerry said to correct her formal "Mr Jerry" salutation. After some minor chit chat Alice suggested that Erica may want to stay and get acquainted with Jerry while Alice ran out to get an errand accomplished. "I'm not sure I should stay and bother Jerry" Erica protested. "Nonsense" protested Jerry. "I would love it if you would stay a while and tell me about yourself and your schoolwork. Alice told me you were the brainy one and I love meeting smart people." he added. Jerry continued "I find it hard to get acquainted with someone when there's a crowd. I guess I'm just shy around people". "Really?", said Erica, "that's not what Alice told me". Jerry answered "That's because there has only been the two of us each time we got together.". Erica looked down at the floor while speaking andt agreed that she would stay with Jerry "for a little bit" until her friend came back. "Great" said Jerry as he saw Alice to the door. "Let's go sit on the sofa and I want to hear all about you". Erica was still very nervous as she sat on the sofa. She twisted her hands together and kept her eyes down looking at the carpet as she talked although she didn't say much. Jerry was patient and tried to draw her into conversation but wasn't getting very far. Time to change tactics and try for something more physical. "Erica look at me" he asked. Erica looked at him puzzled. "Take your glasses off for a minute" he requested. She complied as he took her glasses and placed them on the coffee table. He moved closer and placed a hand behind her head while looking directly into her eyes. "You have the most beautiful eyes" he lied. "Wow, without those glasses I can see a Model look going on here with those eyes and matching lips. I'll bet you beat the boys away with a big stick". "Well, actually no, I have never had a boyfriend" replied Erica while still looking into his eyes. "I'm not going to believe that!" lied Jerry. "Just for the record would you mind if I try to give those gorgeous lips a little kiss?" he asked. "Um, are you sure you want to kiss me?" she queried. Jerry answered by lightly kissing her lips, backing his head away a few inches, then exclaiming "Oh my God, you have incredible lips, let's try that again" and kissed her harder this time. While kissing her he slipped his tongue between her lips and briefly explored her mouth. "Erica, you seem to be very nervous. Is something wrong?" asked Jerry. "I guess I'm just naturally shy" Erica whispered softly, still not sure what she was doing here with this older guy and why in the world did he think she was attractive? "I'm very good at massage therapy for relaxation and stress relief. I would love to try giving you a refreshing massage that will help ease the fears I'm know you're having. I know you're very nervous being here with me, a person you just met and don't know." Jerry stated in a soothing voice. Erica thought about this for a moment before replying, "How would this work?" Jerry was quick to assure her that she could lay face down on the bed in the other room with her clothes on and he would work the nerves and muscles in her shoulders and back. "That may be nice" said the girl. At this reply Jerry stood up and took Erica's hand and led her to the spare bedroom where he had her lay face down on the bed. As he grasped the hem of her form fitting he said to her "if you don't mind I'll slip this shirt off. You can leave your underwear on so you won't be any more exposed than you would be in a swimsuit. Erica agreed and helped him remove her shirt. Jerry started rubbing her shoulders and neck. As he worked lower down her back he expertly unhooked her bra and continued down her spine. "This will relax you Erica" Jerry said as he massaged her shoulder blades. After the girl had completely relaxed he unbuttioned her skirt and unzipped the zipper and pulled it down her legs revealing her tight buttocks covered by white cotton panties. She didn't object to the skirt coming off but continued lying on the bed with her eyes closed and arms outstretched at her side. He worked lower down her spine until he reached the panty line. Decision time he thought. I'll go slow at first so he massaged her buttocks through the panty material. He worked his hands back up to her spine and then massaged her shoulders again. Let's see if I can get away removing her panties he thought. With a very sure movement he grasped the waistline of her panties and lowered them over her buttocks and left them at the base of her cheeks and proceeded to massage her bare buttocks. He placed both hands on one cheek and pressed and stroked it applying pressure and releasing it. He repeated this action on her other cheek before sliding both hands back up her back. Jerry pulled the panties down to her knees and immediately paced both hands around one leg and started stroking it up and down. He did the same to the other leg but this time his hand slipped between her legs into her intimate area brushing her genitals from behind. The girl parted her legs slightly allowing his hand easier access. He took the opportunity to pull the panties the rest of the way off her legs and discarded them. He replaced his hands back on her legs again and resumed massaging the inside of thigh but this time a finger stroked her outer labia from behind. He continued massaging her thighs and her labia. She had spread her legs wider now giving him excellent access. He read this relaxing of her guard as a sign that it was OK to become more intimate and thus used a finger to rub up and down her slit, finally parting her labia from behind and trailing a finger through the moist folds. His finger told him that her pussy was shaved bald. He probed a little with his fingertip at the entrance to her Vagina. He could feel the warm moist opening but only gently stroked her around the opening since he was afraid to frighten her. He resumed massaging the inside of her thigh trailing his hands all the way down to her ankles and then back up again to the top gently stroking her genital area. Jerry climbed onto the bed next to Erica. He took hold of her waist and turned her body to face him. She didn't object when he slid her remaining article of clothing, her bra, from her chest. As the bra slipped off Alice's shoulders Jerry noticed how flat chested she was. The bra was padded giving her the illusion of boobs larger than what she actually had. Her breasts were small humps with delectable nipples that were soft. As she covered her exposed breasts with her hands, Erica spoke "I haven't developed very much compared to some of the girls my age". Jerry was understanding and sought to ease her self consciousness "They're fine. You're becoming a beautiful woman. Move your hands and let me see." Erica slowly moved her hands down her side allowing him a full view of her naked body. Jerry bent down and started working her breasts with his mouth, nuzzling one then the other before grasping a nipple between his teeth and licking the tip with his tongue. Her nipples rapidly hardened and protruded in response to the stimulation. In response or possibly an indication of approval, she pressed her tiny breasts into his face harder. After kissing, biting and licking her boobs for several minutes, he moved lover down her body, licking his way across her abdomen, down to the V juncture of her legs, to her beautiful naked, well shaved and smooth pussy. At first Erica tried pushing his head away but he was persistent. Jerry slipped his hands under her buttocks and kneaded the soft flesh while pushing her pelvis towards his face. He enjoyed the sight of her small pussy slit before placing his tongue over the object of desire. He licked the outer lips slowly and then carefully parted them with his tongue. Erica laid back moaning with her eyes closed obviously in a state of pleasure. Her breathing quickened as her heart rate increased. He slowly licked from the top of her slit to her vaginal opening and back up again. With his tongue he probed the small hood covering her clit. This caused shocks of electricity to course through the girls body as she bucked and writhed her hips. Wow, he thought, this girl is need of a good release. He slipped a fingertip into her vaginal opening and found it could go no further. I wonder if this girl is a virgin he thought? She was thoroughly wet and well lubricated. In the meantime his shaft had become rock hard with eagerness at the pleasures that lay before him. He continued licking and probing her clit with his tongue until her body started shaking and she cried out in a huge orgasm that lasted for quite a while. He let her ride it out then moved upward so that his penis was now in place over her mound. He kissed her tiny breasts as he moved his face upwards. When he reached her head she hungrily began kissing him. He thought the moment should be now and raised her knees to better position he love tunnel. He slowly inserted the tip of his penis between her lips until it met resistance at the entrance of her womanhood. With a gentle but continuous pressure his cock broke through the membrane and was now partially within her. Erica was still busily kissing him and was not conscious of any pain at this first penetration. HE slowly worked his hard member in and out, working his way deeper each time into the tight tunnel. Eventually he was fully embedded inside her. He rested for a short while letting her become accustomed to his member inside her. Eventually he began thrusting in and out in a slow fucking, picking up the pace as she responded back by arching her body to accept more of him. All of this workout was eventually getting to him as he felt the familiar surge from deep within his balls, He tried a few more thrusts and finally in one hard slam into her pelvis with his penis fully buried up to the hilt he let it all out, spurting wave after wave of pleasure. Erica started shaking once again as yet another orgasm racked her body from head to toe. She grabbed his torso tightly while digging her fingernails into his shoulder blades screaming out in rapturous pleasure. When the throbbing waves of pleasure had finally run it's course for both of them, they lay there in silence. Jerrys softening cock was still lodged inside Erica's well lubricated and sore womanhood. She enjoyed the feeling of him inside, a feeling she had not experienced before in her life. Eventually Jerry rolled off the young body he had just ravished. "Wow, that was really intense" exclaimed Erica continuing "I never knew sex could be that wonderful" "Were you a virgin?" Jerry exclaimed in a questioning tone. "I didn't think I was" replied Erica explaining further "When I was 13 I was hot for an older boy in my school. We made out in my room one afternoon. He lifted my skirt and pushed the crotch of my panties aside. He unzipped his pants, got on top of me and then tried to put his penis inside. I felt his cock against my leg but I never saw it. We were both dressed and I wasn't sure if he got it inside me or not. He definitely put it inside my underpants but I don't think he penetrated my pussy. Anyway, after our brief encounter he told all his friends that he fucked me. When I heard the story going around the school I just figured that he must have done it to me. It never felt like this. Never in a million years. This was so good I want to do it again and again and again" Erica concluded. Jerry answered, "You were still a virgin because your hymen was still intact. I had to push pretty hard to break through but I didn't want to hurt you. It's a good thing you were so much in the moment having an orgasm or two that you didn't notice when I got in. Of course the sheets are good evidence of that. Erica looked down and saw the blood. Her thighs had streaks of blood and the white sheets were now stained red. "I'll have to take a warm bath before I leave" she said apologetically. Jerry got dressed and stripped the sheets off his bed while Erica took a shower and got cleaned up. When she emerged from the bathroom fresh and clean she wanted to know if this is what Jerry and Alice had been doing. Jerry affirmed that indeed Alice was seeing him on a regular basis, usually for sex and dinner. "I thought you knew that when you came here " he said. "Oh no, I didn't know. If I knew you and Alice were having regular sex I never would have come over and behaved like an intruder" she said. Jerry countered "Erica, you are not an intruder. Your friend Alice arranged this. She didn't know if it would lead to intercourse but she thought that maybe I could help you with your shyness around boys. You certainly are not very shy especially when you were climaxing the second or third time while I fucked you. You're a pretty sensual woman!" "Maybe we both can come over together some time" Erica answered. Jerry smiled. This is beyond his wildest fantasy dream. How can he be so lucky? "I would enjoy the company of two very hot beautiful women, Erica. Stop by with Alice anytime." he said as he silently thought "Life is Good".