Carol and her Mom lived on the third floor of an apartment block, that I passed every time I went to the shops or on the way to my friend Bernard... There she would be, standing at the glass sliding door looking down at the people who were walking passed... Carol was a sexy looking young lady, with long blond hair and beautiful blue eyes....Yes she had every thing going for her, except confidence, yes she was extremely shy... Just looking at her, made her blush or disappear from the doorway... Despite her shyness, she was a person I wanted to get to know...Slowly, slowly the ice between her and me was beginning to melt, and the two of us began to speak to each other, me doing more of the talking... But I could see she enjoyed my company... Finally she gathered the courage to invite me into her apartment for a cup of coffee... Open went the door, and on the couch, sitting was her Mom... Her Mom looked at Carol and said, " My Baby, who is he..." Carol annoyed, snapped back at her Mom, and said, " I am not your baby, I am eighteen, this is Billy..." Her Mom, burst out laughing and said, " Billy or Willy, so which one will it be..." Laughing, I was quick to reply, " Billy, definitely, not Willy, as I am not small...." Her Mom burst out laughing, and muttered, " My kind of man, full of fun and witty..." There we sat, the three of us sipping on our coffee, and her Mom and I doing most of the chatting...After the coffee and me on my way out, walking towards the elevator Carol looked at me and said, " My Mom is a real chatterbox, I hope she did not frighten you..." Laughing, I said, frighten me, " It will take more than a chatterbox to frighten me... Smiling Carol greeted me good bye... I left for home....

Slowly we became the best of friends and we stated dating... We had been dating for almost a year, and Carol had crept out of her shell completely, and Carol started enjoying her life to the full, doing things I would never have imagined she would have done...Clubbing became a favorite past time of ours...Coming home at all hours of the morning... Surprised that it did not annoy her mom... Carol's Mom seemed too enjoy having me around... And enjoyed running her fingers through my hair at every opportunity, which used to annoy Carol... Carol often saying, " Mom, act your age, you are old enough to be his mother..." Carol's Mom just laughed, and would say are you jealous, my dear... The tension was growing between the two of them, and I started spending less time at their apartment and Carol spending more time with her other friends...But we remained friends... When Carol phoned me and asked If I would like to join her and her friends at our favorite club on Saturday night... As most of my other friends were studying for the exams, I accepted her invitation as it would be great to be out with Carol again... It was arranged that we would meet at her apartment....

It was Saturday and I had not heard from Carol, but I went to her apartment as we had arranged... I knocked on the door...It was her mother that opened the door... There she stood, looking surprised that I was there, I asked is Carol ready because we suppose to go clubbing... Her Mom was quick to reply, Carol is not here she has gone to spend the evening with her Dad, it is his birthday... Ready to greet good bye, her Mom said, " I have a bone to pick with you, so you better come in..." So I entered the apartment, not quite sure what she wanted to talk to me about... The first thought that came to mind was, was she going to talk about Carol and I making out, on the couch while she was sleeping.... Not sure, I took a seat on the couch, on the coffee table was a half empty bottle of red wine and a glass that was practically empty... Her Mom looked at me and said, " So what will it be..." A beer will do I replied...Off to the fridge she went...On opening the fridge she yelled out, there is no beer...I replied, then wine will do... So back she came with another bottle of red wine and a glass for me... She poured some wine in my glass and gave it to me...There I sat sipping on my wine, she came and sat next to me...Also sipping on her wine, she looked at me and said, I don't know how to say this to you... Looking at Carol's Mom, I said come out with what you want to say, I am adult enough to accept my punishment or what you have to say... Shaking her head, she took another sip of wine, but remained rather quiet... There we sat in total silence...I stared back at her and said, Mrs. B get off your chest what is troubling you... Cuddling closer to me, she muttered in my ear, I am not Mrs. B but Lilly to you...Turning my head towards her I said softly, you mean Lillian...No not Lillian, just Lilly... Lilly started running her fingers through my hair like she always enjoyed doing... Slowly Lilly started to unbutton my shirt, running her witch like finger nails down my rib like chest... Seeing my chest, she smiled and said, now I see why Carol hung onto a man like you... Running her nails up and down my chest was arousing me... The bulge in the front of my jeans was growing...There we sat cuddled next to each other and sipping on our wine, I could feel that I was beginning to feel rather tipsy, and I could see that Lilly was already tipsy... After the way she walked on returned from the bathroom...There we sat, with Lilly's head pressed in my neck and Lilly running her one hand down her thigh, and pulling on my hair with her other hand...Looking into her eyes, I said, Lilly I need the bathroom, otherwise you might need to clean the floor...

Up I stood, an made off in the direction of the bedroom...Lilly looked over the back of the couch and stuttered out, remember anything more than three shake is consider to be a jerk...Laughing, I replied, no I will leave that up to you Lilly...Lilly shouted out, you promise me... Haha, I laughed and made my way into the bathroom... On the bathroom floor lay a woman's panty... Wonder whose could it be, Lilly's or Carol's, I was curious to have a look... It was a thong, so it could not be Carol's as she said she would not be seen dead wearing a thong... Into the sitting room I walked, and the image in the mirror caught my eye, there was Lilly busy finger fucking her pussy...Seeing me, Lilly was quick to slip her finger from her pussy... There she sat with her one foot on the couch, flashing her pussy at me...There she sat flashing her pussy, seeing her pussy lips, I grinned and said, I see where you get your name Lilly, such a sexy pussy and lips like a Lilly... Lilly burst out laughing, and asked, " Whose pussy intrigues you, mine our Carol's... There we sat, and I ran my fingers up and down her pussy lips, causing Lilly to moan...Lilly looked at me and said, " Fuck, if that is what your finger does to me, I wonder what your cock will do to me..." Grabbing hold of my cock through my jean's Lilly, yells out, " Fuck Carol never told me that you are so big..." Laughing I whispered in her ear, " You ain't seen nothing yet..." Dropping to my knees I started to run my tongue along her pussy lips, causing Lilly to arch her back almost slipping off the couch...I started to suck on her pussy lips, causing Lilly to moan all over again, the moaning got louder and louder...Slipping the tip of my tongue between her pussy lips caused Lilly to yell out, " Fuck, if that is your tongue, what will your cock do to me..." Tongue fucking Lilly's pussy and Lilly screaming and screaming and begging me to fuck her...

Lifting my head, I stood up off went my jeans, there I stood flashing my cock at Lilly...Lilly grabbed hold of my cock, squeezing my shaft, with her one hand while grabbing my hanging balls with her other hand, Lilly said, " Fuck you have brought plenty of cream for me...There I am totally aroused, my cock almost ready to explode, into her mouth went my cock, First sucking just on the head of my cock, slowly swallowing the rest of my cock... My cock deep in her mouth, Lilly starts to deepthroat... The sounds coming from Lilly would make most people thinking she was choking, but having had plenty of deepthroating, I knew Lilly was gagging and enjoying every moment...There I was loosing control, and knowing I was ready to shoot my load, but was not going to interrupt Lilly's pleasure, I shot my load deep down her throat, causing Lilly to bite on my shaft...Sucking on my cock and swallowing my load of cum, Lilly slowly releasing my cock....Lilly staring in my eyes with her tearing eyes, mutterers, " Fuck, Billy, hope you don't have to leave for home..." Smiling, I said softly, " Only if you want me too, cause my parents are use too me sleeping over with friends..." Lilly grinning, grabbed me around my body in a bear like like and said, little sleeping is there going to be... Up she stood, leading me to her bedroom...

There we lay on the bed, my cock in her hand and me fondling her pussy, causing Lilly to start panting, her breathing got faster and faster...Lilly turned over looking at me and said, this is what I have been waiting for...Up she got and sat on top of me... Rubbing my cock against her sexy wet pussy, causing her to groan... Slipping my cock deep inside her pussy, Lilly started to fuck me...Fucking and fucking, there was no stopping Lilly and Lilly screaming and screaming, her body bouncing hard against mine... Lilly orgasming time and time again... Lilly totally exhausted collapsed on top of me....There we lay our sweaty bodies tight against each other, we fell a sleep...How long we slept is anyone's guess....I woke up and Lilly was already sucking on my cock again...See me opening my eyes, Lilly smiles and says, fuck Billy is there end to you... Smiling I said is it going to be sixty nine position... Quickly, there was Lilly and I in the sixty nine position...Me sucking on her lily pussy lips causing her to start screaming, her screaming louder and louder... Leading Lilly to orgasm all over again... Sucking on my cock, and me eating on her pussy, and the rising sun peeping through the opening of the curtain, Lilly lifted her head and muttered Just imagine Carol coming home now seeing you and me... Hopefully we can have another weekend like this she said...Up I got to ready myself to leave for home...Luckily it was Sunday morning...