Karen
At 13, I was a typical teenager: getting into mischief, playing soccer, and riding my bike. I lived in the suburbs, went to public school, and listened to Nirvana. Hormones were raging in my ever-changing body. Girls were the perfect mystery, a new fantasy that sent shivers down my spine. I had started masturbating six months earlier. I kept a small stash of smutty magazines under my bed, and although I was nervous and anxious about what I was doing, the thrill of exploring this new world was exhilarating.
Video games were also incredibly popular. It was always fun to master all the levels of a game. Saturday nights at friends' houses were big game nights. It was one such sleepover at Evan's that changed everything. A night full of sexual awakening, experimentation, discovery, and pleasure.
Evan was a good friend. We did a lot together: cycling, football, fishing. We were very similar and had a great thirst for adventure. We were both slim, short, medium-sized, good-looking teenagers. The girls liked us, and we liked them.
Evan was a bit more confident than me when he was with the girls, but we talked about them constantly and had even started "interacting" with them once or twice. He was a talkative, cool, and charming guy with a rebellious streak. I, on the other hand, was a bit more reserved, a little shy. When we were together, Evan usually called the shots, and I was happy to be the cool, quiet guy who was up for anything. Most weekends we stayed over at one of our houses, and I started preferring sleepovers at Evan's. The reason was... I had a huge crush on his mom, Karen. Oh, Karen. Karen was 38 and absolutely stunning! She was just so sexy. For a 13-year-old boy on a hormone overdose, she was better than any pin-up girl, any pop star. She was real, standing right in front of me, talking to me, and she knew my name.
It was like having my own personal Sharon Stone in the flesh. It was the '90s, and Karen's look could be described as a blend of late '80s leftovers and early '90s power woman. She was still absolutely stunning: the high-waisted, skin-tight jeans with the slicked-back, platinum blonde hair. She had an hourglass figure with wide hips and a voluptuous, alluringly curved rear. I started jokingly sharing these observations with Evan more and more often. We'd teased each other a bit and kind of egged each other on. Things like asking him to set me up with his mom, or asking if Karen was home when he was invited over to his place after school. Oddly enough, Evan knew his mom was hot.
The boys at school made fun of him. It didn't seem to bother him. He laughed and playfully punched the culprit (usually me). It was all in good fun. Part of me wondered if Evan was proud of his mother's beauty. Even now, looking back, maybe he found her attractive too. I was actually a bit lenient with him. At thirteen, my hormones were raging, and I'd even occasionally ogled my own stepmother.
When he stared at his mother or found the situation somehow exciting, I understood. A Saturday night at Evan's had become routine for me. Pizza, video games, and staring at Karen. On a Saturday night, I was really looking forward to a big Donkey Kong marathon. Tonight we'd finally get it done. At dinner, over a slice of Pizza Hut's best Hawaiian sandwich, I learned that Karen's new boyfriend, Jay, would be over later and we needed to be in bed on time. "Before midnight," Karen said, looking at us both sternly with a smile playing at the corner of her mouth and slightly raised eyebrows. Karen could be a little cold and tough sometimes, but I never heard her raise her voice.
She generally let Evan do what he wanted as long as he didn't get into too much trouble. She was always somewhat distant with me, never cruel or harsh. Just never overly affectionate. Sometimes I felt she knew I had a huge crush on her, and looking back, she probably just wanted to protect me and make sure I knew she was the adult and I was the child.
It surprised me that Karen's new boyfriend was only 18. Eighteen seemed incredibly old to me, but also incredibly young for Karen. Jay was only nine years older than me. "Maybe I'd have a chance in a few football seasons," I thought. While I negotiated my ham and pineapple, I got the impression that Karen was slightly nervous and maybe even a little excited. She was definitely in a good mood, if perhaps a little nervous, that Evan and I were there. After several levels had been completed and hundreds of barrels thrown around the world of Donkey Kong, a "teeth and bedboy" suddenly thundered out of the kitchen, down the hall, and into the back of the house. Evan's bedroom was at the very back. Karen's room was at the very front. A teenager's bedroom is a glorious thing, and Evan was no exception. Above his bed hung a poster of Pamela Anderson in all her Baywatch glory. Lego was still the centerpiece of the bookshelf, football cards lay scattered on the carpet, and a television with several video game consoles stood in the corner at the foot of the queen-size waterbed I had inherited from Karen a few months earlier. A teenager's dream room.
Karen came in and began tidying my bedding on the floor next to Evans' bed. She had just showered and put on a robe. An incredibly short silk robe that barely covered her ample bottom. As she unrolled my mattress and sleeping bag, she leaned over. I froze. Her robe slid up, revealing her thighs, full, thick, and smooth. They sat perfectly beneath the crease of her buttocks. The two large, round buttocks arched dangerously tight, cleverly lifting the hem of her robe higher as she bent over. Before I had even realized what had just happened, Karen turned, placed her hand on my head, and said with a cheeky, knowing smile, "Good night, Lee."
I jumped under the covers as fast as I could, hoping to hide the enormous bulge that had formed in my underwear. An erection can't be hidden in underwear. Karen was polite. She knew I'd seen it, and looking back now, she was proud that she could still elicit such a reaction from a young, impressionable boy. Or maybe she was simply impressed, but I'll never know for sure. By the time I was thirteen, I'd come to really like my penis. It seemed very large to me, and every time I looked at myself in the mirror, I felt a quiet sense of confidence.
Evan came bounding in from the bathroom and, with a stagger and a splash, jumped onto the waterbed and pulled up the covers. Karen turned off the light. "Good night, boys," she said, closing the door with a curious smile and a knowing look.
It's become the norm at every teenage sleepover that there's 30 minutes of chatting before eyes close and wet dreams begin. Evan and I were no different, though our conversation topics evolved. Football cards were replaced by who had been drunk earlier, and video games by how far we'd gone with a girl. Our thirty minutes started no differently than any other sleepover at Evan's, but that quickly changed when the room fell silent for a moment before Evan remarked, "You've got a big dick, man." My first reaction was embarrassment. I wasn't good at embarrassing myself. After processing Evan's words, I laughed sheepishly and playfully smacked Evan with my pillow. There wasn't much I could do now. Karen had seen my erection under my underwear, and so had Evan.
After half an hour of chatting, we heard from the other end of the house, "Sleep, guys!" Another voice was there, too. Jay had just arrived. We finally got comfortable, and silence filled the room. The conversation then turned to the very topic I'd been wanting to discuss: Karen. While her new boyfriend settled in at the other end of the house, we started talking about the two of them. Karen had frequent, short-lived boyfriends. She seemed, thankfully, unattached to most of the men I'd met. Evan seemed to like this new guy but accepted that he'd probably be replaced eventually. My teenage mind swelled with thoughts of Karen using all these young men for her own pleasure.
The more we talked about Karen, the stronger the lump in my throat became, and the bigger the front of my underwear grew. I became restless and fidgety in my sleeping bag. My hands rested on my penis, and the feeling of the cotton rubbing against my skin was incredible. I even occasionally stroked my glans, slowly pulling the skin back and forth as we talked about Karen and the young men she apparently used for her sexual gratification.
It suddenly dawned on me that this is what being horny feels like. A feeling like you'd do anything to find relief. The room felt different too; there was a palpable energy in the air. Was Evan horny as well? I couldn't tell, but I could feel the blood pumping through both of us. I was in a massive sexual frenzy. My hand was resting on my penis, and my mind was wandering when I heard a strange noise from the other end of the house. A faint, muffled sound and the soft moan of a woman. I assumed it was the television. Then Evan whispered, "Shh, do you hear that?" I heard the question, but my brain was foggy.
The blood must have rushed straight to my penis because I immediately felt a throbbing pulse that traveled from my stomach to my groin. Evan pulled back his blanket and went to the door. In the dim light of the room, I caught a glimpse of a bulge at the front of his underwear. For some reason, I was impressed, and the sight of his bulge aroused me. As he stood in the doorway, his lean, youthful body looked ready for anything. His shoulders were beginning to broaden, and the V-line from his narrow little stomach to his groin was already clearly visible. His thighs were thin, and his buttocks were small and firm. Very carefully, Evan turned the handle and slowly opened the door. A pale blue beam of light flooded the room. With one hand on his now clearly visible bulge, Evan looked at me with a mischievous smile and said, "Come on."
“Where are you going?” I heard myself ask. “Come on, follow me,” Evan said. I pulled back my sleeping bag and stood up. Evan glanced surreptitiously at my crotch, his gaze lingering there for only a moment, but he said nothing. He looked around the hallway, and we made our way to the kitchen. A moaning woman’s voice, soft and faint, drifted down the hall from the far end of the house. As we drew nearer, I realized it was coming from Karen’s room. It was Karen’s voice. I had never heard anything like it. The moaning wasn’t loud or intense; it wasn’t the moaning of someone in pain. It was light, gentle, faint like breaths. They were sounds of pleasure escaping her body. As we walked through the kitchen, the moonlight streaming in through the windows made everything a little clearer. Every step was carefully planned and executed in silence.
Evan's underwear had just been pulled up over his buttocks and was slipping slightly into the crack. A large, long, trunk-like shape bulged between his legs, pointing forward. The underwear was the only thing the monster contained. My own underwear barely contained my package. My embarrassment subsided as the thrill of the moment took over. Beyond the kitchen was the living room, and to the right of the hall was Karen's bedroom. The door was ajar, and a flickering, dim light filtered through as Evan reached behind him, signaling me to stop. I stumbled awkwardly right into him.
His hand and forearm encircled my penis, the rest of my body following. Before I knew it, we were skin to skin, my front pressing directly against Evan's buttocks. I felt his cheeks against my bulging underwear as my penis touched his rear. We looked at each other and smiled, while I tried not to laugh. I put my hand over my mouth to keep it from coming out. We gripped each other. Karen's moans grew louder as we slowly approached the door. I heard bedsheets rustling. An irregular knocking on the wall echoed into the darkness of the hallway. A distinct thud broke the wild energy in the air. Evan lay down on the rug and crept to the doorframe. He poked his head through the crack where the door was ajar. He pushed the door ever so slightly further and repositioned himself.
He lay there for about a minute before slowly moving back across the carpet. He stood up and looked at me with a broad smile. "Okay," he whispered, "do exactly what I just did. Sneak up,
"Until you're close enough to put your head in." I took a deep breath and lay down on the carpet. I crawled as quietly and slowly as possible. My anticipation was immense. I peered through the open door and saw an extraordinary scene.
Karen sat astride her young lover; her back was arched, one hand resting on his chest, the other stretched out behind her, clutching a handful of bedsheets. She rubbed against Jay's enormous penis, which seemed to impale her. I could see her buttocks clench, spread, and open with every movement. Small dimples and bumps appeared as Karen rolled back and forth over the man's midsection. Her hips and buttocks fascinated me. Her legs were positioned on either side of his muscular, athletic body. Jay's large, strong hands gripped Karen's waist tightly, pulling her closer. Karen's buttocks were large compared to the young man's thighs. Her buttocks arched over his muscular legs as she slowed her pace. She leaned over him now and kissed him softly and tenderly.
Her heavy breathing calmed as she composed herself. Her hips and buttocks moved in a slow, steady rhythm as the lovers gazed into each other's eyes, lost in lust and desire.
Karen kissed him again, a devilish smile playing on her lips as she rose to reposition her legs. Her feet were now on the mattress, her legs squatting over Jay's body, revealing the young man's massive, erect penis. He gripped her waist and began thrusting into her with relentless force. Violent thrusts from below sent shockwaves through the room. I hadn't noticed, but Evan was now lying beside me, peering over my head through the crack in the door. The young man's raw power and strength were almost brutal. Hovering over the man's maniacally thrusting penis, Karen leaned forward, her neck bent back, her arms pinning his shoulders. As Jay triggered relentless upward thrusts into Karen's receptive body, she reached behind her and grabbed Jay's thighs. She was held mid-air, each breath forced from her body. Breathing was now difficult. Jay was sucking the oxygen right out of her lungs. Karen could do nothing but endure the abuse. The slapping sound between her thighs echoed into the living room, and Karen's moans, when I heard them, were now terrifying. Every sound that came from her body was a pleading, begging cry for more. For more of him. For more of him. For harder, faster thrusts. For her pleasure. For it to end.
I felt a tap on my shoulder. It was the signal to retreat before it was too late. Evan crept backward. I followed him slowly down the carpeted hallway and slowly stood up. Evan smiled and gestured back toward the kitchen. He turned and crept down the hallway. I followed him. My head was spinning from everything I had just witnessed. Karen's intense moans and the cracking of her thighs against his filled the air behind me. Blood rushed through my body like a steam train about to derail on a curve. We made it to the kitchen. I was fully aware of my now fully erect penis, which trailed in front of me like a walking stick, swaying from side to side with each toe. Evan was right in front of me, struggling with the same problem. When we got back to Evan's bedroom, we looked at each other. Shock was written all over our faces. Adrenaline surged through our bodies. He put his hands on his knees and breathed heavily. I did the same. It felt like we'd just run a marathon. Leaning forward and taking a deep breath, he looked over at me, a mischievous smile appearing on his face.
It took a while before either of us spoke. Lying in our beds and staring at the ceiling was pretty much all we managed. My erection throbbed beneath my sleeping bag. I gripped my penis tightly in my trembling hands. I was sure Evan was doing the same.
“Man, did you see how big his dick is?” Evan finally blurted out.
"He was huge," I replied.
"I can't believe we just watched your mother having sex," I said.
"She loved his cock, didn't she?" Evan said in agreement.
"Man, I'm so horny right now," Evan continued. "I think my balls are going to explode."
“Me too, man,” I said nervously and excitedly.
All the images spun around in my head, over and over again, in a swirling, sweaty jumble of sexual awakening. I couldn't help but think of my clumsy fall onto Evan's back as his hand brushed against my erection. I thought of Karen's magnificent buttocks pressed against her lover's thighs. I thought of Jay's massive, thick, ridged penis and Karen's juices running and glistening down the shaft. I imagined Evan touching my penis. I imagined pulling down Evan's briefs and touching his penis. I wondered what his penis looked like under those briefs.
“Man, I wish someone would come into my bed and sit on my dick,” Evan said with coquettish but frustrated despair.
I heard the sentence float through the room. The words lingered suggestively on his lips. He let them settle gently. My mind, dazed by raging hormones and lust, pondered it carefully. Was Evan inviting me into his bed? Was he toying with me? Was he thinking about me as much as I was about him? I couldn't say for sure, but it felt that way. I had the feeling he wanted something to happen between us as much as I did. Our thirteen-year-old brains and bodies were desperately seeking touch. Intimate, discreet, sensual touch. "Me too," I replied, gripping my penis tightly and hoping the invitation was safe. I looked up at Evan's bed. He looked down at me. He threw back the covers, leaving an empty space beside him on the waterbed. His navy sheets looked so inviting. I caught glimpses of Evan's chest and his panties as he held up the covers with one hand, the other reaching suggestively across the bed toward me. Our eyes met in primal, pure anticipation. My penis throbbed with excitement. Butterflies fluttered in my stomach. My heart raced. It felt like it was pumping from my chest. I pulled off the covers, sat up, and went to Evans' bed. I slid down beside him, and he covered my body before running his hand over my chest, my stomach, and gently over my now fully erect, throbbing penis. I lay there, swallowing, unsure what to do or where to put my hands.
"Man, you have a big cock. I saw you get hard when my mom came in earlier and made the beds," Evan said, trying to lighten the mood.
"Yours looks pretty big too," I replied, swallowing the lump in my throat.
"You can touch it if you want," Evan said.
With my right hand, I felt my way under the covers toward Evans' body. I felt his stomach tighten as my fingers nervously wandered down to the elastic of his underwear. I hesitated, then continued. My hand slid over a large, thick, hard, warm mound that was trying to break free from the tight cotton briefs. My fingers began to explore it gently. Evans' penis felt almost like wood. His shaft was warm, and electricity shot through my body with every tingling touch and every gliding stroke of Evans' penis. At the same time, Evan ran his fingers over my crotch, and my stomach muscles tensed uncontrollably. Evans' fingers found the elastic of my underwear, and his hand slid inside and closed around the shaft. I followed Evans' lead and did the same. We both lay there, looking up at the ceiling, exploring the contours of our hard teenage cocks. After about a minute, Evan began to pull my underwear down. Then he whispered, "Take them off." I let go of Evan's penis and began pulling my underwear down over my knees, kicking it to the floor. Evan did the same. He tossed his underwear onto the floor and lifted the blanket slightly. He looked down at my penis. I looked down at his, too. We were almost touching. Evan's penis was long and thick, with an incredibly large foreskin and a mushroom-shaped glans. The foreskin stretched taut over the tip, from which I could see a clear, glistening, sticky fluid oozing. Supporting himself on his elbow, Evan lifted his body and rolled onto me. Our chests were pressed tightly together. I felt Evan's penis next to mine. Evan reached down and positioned himself so that he was lying next to my penis between our bellies. "Are you okay?" Evan asked. "Yeah," I whispered back. "Aren't I too heavy?" he asked thoughtfully.
"No, it's fine."
Evan nestled his head against the pillow next to mine, just above my shoulder. His hands rested beside me, landing softly on my hips. Evan began slow, wiggling movements on top of me. I felt his penis rub against mine. I felt his firm, thick shaft slide up and down my stomach. My penis felt slippery as the clear, shiny, sticky fluid lubricated my skin. I felt my foreskin retract from the friction and roll forward. Evan's penis slid along my shaft as we both fell into a slow, sensual, rubbing rhythm. My hands rose involuntarily; my fingers slid over his hips before caressing his buttocks. My palms landed softly on his bare skin. I felt my knuckles tense as my fingers dug deep inside him, pulling him closer. Evan's buttocks were so small, firm, and tight. I felt the muscles of his tight little ass tense as our slow, circular movements intensified. Evans' body felt so warm and light and firm and slender. Feeling his penis against mine made me feel butterflies. The atmosphere was electric. It was all leading somewhere, but neither of us knew where.
The circular, circular movements between us grew faster and faster. My hands gripped Evan's firm buttocks and pulled him down toward me. My abdominal muscles tensed as I felt an incredible sensation building somewhere beneath my stomach and penis. I felt an unbelievable surge of arousal. An overwhelming sensation unlike anything I'd ever experienced before. It felt like I was standing on the edge of a volcano, about to erupt. Then I felt the shaft of my penis throb like a pulsating machine gun. A warm, thick, sticky mass gushed over our bellies. I felt the oxygen being squeezed from my lungs, every muscle in my body tensing. Evan paused mid-orgasm. I felt my penis throb violently between us, spewing out the sticky mass.
“Dude, is that sperm?” Evan asked, lifting himself from my chest and looking down between us.
"Shit, I'm sorry, man. I don't know what it is."
"It's semen. You just ejaculated."
"I'm sorry, man, I don't know what happened."
"Don't apologize, man, it's okay."
Evan reached down. I looked down at my penis too. I could see creamy semen on our bellies.
"Shit, I want to come now, maybe you can give me a handjob?" Evan asked hopefully.
“Okay,” I said, a little unsure of what I should do.
Evan rolled onto his back next to me. With my left hand, I grasped his penis. It was so hard. I began to stroke it up and down. I could feel a large, central bulge along the shaft, from his testicles to the tip where the foreskin attaches to the urethra. His penis looked so large in comparison to his slender, youthful body. I began with slow, firm thrusts.
"What's it like?" I asked eagerly.
"Yes, that feels good, keep going."
Evan looked up at the ceiling, his head pressed firmly into the pillow.
"Keep going, keep going," Evan said with enthusiastic instruction.
I was now firmly pumping Evan's penis, and as my wrist encircled its length, I could feel something building inside him. My anticipation was boundless as Evan began to take short, sharp breaths. His abdominal muscles tensed in a familiar way. His penis began to throb in my hand as a gush of warm, sticky fluid splashed his stomach. Semen spurted from the tip of his penis like a fountain. Large blobs landed on the sheets and pillows. Evan groaned softly as oxygen returned to his airways. His groan reminded me of Karen.
The next morning, Evan and I sat on the two high stools by the kitchen bench while Karen floated cheerfully around the kitchen, making pancakes for our breakfast. She was in a very good mood. Jay had left early, presumably happy and content. Karen was wearing the tiny, short silk robe again. This time she looked a little disheveled. Her hair was pulled back casually, a few strands hanging messily over her cheek. The robe was tied loosely in the front, her breasts almost spilling out. Her cleavage dangled in front of me as she placed three pancakes on each of our plates. She turned and put the frying pan in the sink. Her thighs looked simply exquisite. Evan and I just stared at them. Her beauty, intoxicating. I watched as her bottom bounced under the silk robe, the thin fabric sliding into the cleft of her buttocks. "So, boys, did you sleep well?" she asked, leaning over the counter with her breasts dangling dangerously in front of us.
“Yep,” we both said at the same time, with a pang of guilt. We looked at each other and smiled. Karen looked at us both curiously. “Mom, can Lee stay over next weekend?” Evan asked enthusiastically. Karen looked me in the eye and said with a devilishly cheeky smile, “Of course, you can stay over anytime, Lee.”
