I had known Alyssa since we were probably nine or ten years old. She was one of the many girls I knew from the gym. She was also Kassidy’s best friend. They did everything together, school, camp, dating, sports, if you found one of them you probably found the other. Even though Kassidy and I had had a couple of amazing sexual encounters, she actually did have a boyfriend all this time. So a few times when they wanted to go out, and Alyssa didn’t have a date for the night, Kassidy called me to fill in for the night.

How to describe Alyssa. She was beautiful. She stood about 5’2, had long brown hair to just above her butt. She was very athletic and so very slim and toned. You could see the muscles ripple under that skin when she was working out. (Yes, I would watch her work out all the time) She also had great tits. Full and firm, a bit bigger than a lot of girls her age, but not too big. Her legs were long and smooth, and she had an ass that you just wanted to follow all day long. And I got to date her.

Although Alyssa and I had dated, it wasn’t a serious dating situation, not like we were boyfriend/girlfriend. We would constantly flirt, and tease, and touch each other whenever we had the chance. There was lots of kissing and touching on our dates, but nothing ever went below the waist. At her birthday party a few weeks earlier, I gave her a birthday kiss that evolved into some serious kissing and groping, until her mom saw my hand on her ass and that ended that for the night.

Tonight however, was the Halloween party at Kassidy’s house. I arrived to find my two favorite girls dressed as naughty schoolgirls. My heart stopped. My cock shot up like a damned rocket. I would never make it through this night. Kassidy’s boyfriend was looming over her, so I gave her a little hug and a “hello” peck on the cheek, then I turned to Alyssa, wrapped my arm around her waist, pulled her close and planted my mouth on hers. She tasted so good. She smelled so good. She LOOKED incredible.

Let me describe this vision. She had her hair down, long and straight, so silky smooth. She wore a plain blindingly white dress shirt, cuffs rolled up, unbuttoned, but tied at the bottom, leaving that sexy tummy exposed. Under that, a fairly small sexy black bra, with her sunglasses hanging from the center. Then, the tiniest little red plaid schoolgirl skirt, it might have made it to her upper thigh, showing off those incredible legs. On those legs she wore pure bright white stockings that came up just above the knees, with little black bows on the top. And then of course, her shiny black school shoes. Easily the sexiest girl I had ever seen since I started noticing how sexy girls were. There was just skin everywhere. Sexy luscious delicious skin. I wanted to just lick and touch her everywhere.

Finally, rather unwillingly, I let her go. We mingled among the crowd as the party grew. Someone’s older siblings, I don’t know who, generously supplied some beer and other alcohol, so we helped ourselves to that as well. (Technically the party was thrown by Kassidy and her older brother, but they supplied booze so, welcome to the party dudes!). Like any teenage party, this one consisted of mostly loud music, dancing, video games, beer pong, and making out. Alyssa and I tried our hand at beer pong for a while and got destroyed. The added factor of all that booze did not help our game. I didn’t mind this because it led to us getting VERY buzzed. I then pulled her to the darkened side of the party and got to the dancing part. Slow dancing. Very close, very tight, just like her ass, which I couldn’t keep my hands off of.

Enough dancing, I got us both more drinks, and found us a nice dark corner to go sit in. She immediately leaned over and started kissing me. Long wet open mouthed kissing. Our tongues tangling between us. Her hands were on my around my neck at first, mine resting on her legs, absent mindedly fiddling with those little black bows on her stockings. She smelled like perfume, she tasted like beer. I breathed heavy and moaned as we kissed and licked. Her hands wandered over my chest and shoulders. My hands were slipping along her legs from those little black bows up to that tiny red skirt. I reached up and absently untied the bottom of her shirt. I slid my hand across her belly and told her “I have never seen anyone look as sexy as you do right now” as she sat there with her shirt open, showing that sexy black bra and tiny little skirt over those legs. I kissed her neck, and caressed her tummy. “You really think I look sexy” she asked. “Oh my god I said, you look incredible, I just wanna….” And I trailed off. “You want to what?” she asked. I gave her an evil grin, laughed a little and said “mmmm you wouldn’t like it, you’d never let me do it” She shot me back her own sexy, evil little grin, and said “try me”. This of course just lit my fires. She looked SOOO sexy. So I leaned in close, gave her a quick little kiss, and said “I just wanna kiss you, and lick you, and touch you everywhere I see skin”. Then I slipped my hand on the INSIDE of her thigh and slid my hand up those sexy legs again. She shivered and said “oooooh, EVERYwhere?” I said “EVERYWHERE”

After that things really started to heat up. She actually pushed me back on the couch, leaned forward over me, and lifted one leg up and across my own, then leaned in and planted her mouth on mine again. She was not quite straddling me, but very comfortably on top of me. I’m sure the booze had loosened her up a little, she had never acted like this before. My one hand reached around her back and held her tight, the other kept caressing that glorious sexy thigh, first sliding down to the top of the stockings, and then right back up under the skirt and over that ass. Her hands were all over my chest and sliding down and over my stomach. I was so hard, she had to feel it, there’s no way possible she could have missed that. I reached my hand up under her shirt and over that sexy little bra and started fondling her tits. They were so amazing, suddenly seeming so much bigger than I had thought. In the position we were in, she was on top of me, my hand was under her shirt, so no one could really see, I slid the cup down off one and let that nipple free. It was beautiful. And standing straight out waiting for my attention. My fingers and thumb found it quickly and began teasing and tugging and pinching and fondling her beautiful breast. She just closed her eyes and let out a long soft moan.

We were definitely lost in the moment and did not care that everyone in the place could be watching what was going on. Not that anyone was, most of them were involved in some groping of their own, there was a lot of that going on, or more beer pong. However right at that moment, Kassidy plops down next to us. As Alyssa opened her eyes and sits up quick I sure that Kassidy must have seen her pull her bra back up and cover herself up. Kassidy just looks and says “Jeez you two get a room! Everybody’s looking”. Alyssa looked at her, gave her that evil grin again and said “good idea!”

Alyssa buttoned one of the buttons on her shirt, and climbed off of me. We all stood up, finished off our drinks and mingled around for a few minutes. Then, before Kassidy could get out that she wanted her room for her and her boyfriend, Alyssa and I snuck off down the hall into her room, and locked the door behind us.

I closed the door behind me and looked at this amazing sexy girl. I pulled her close, she wrapped her arms around me and we collapsed on the bed. We returned to the kiss we had going in the other room, and I slid my hand up her tummy to unbutton that shirt again. I sat her up and pushed the white shirt back and off her shoulders, leaving her in only that little black bra. We lay back down, and I leaned over and kissed her neck. She crooked her neck towards me and said “what was that you said about kissing me everywhere?” I said, “What I said was, everywhere I see skin” Like right here, and I kissed her shoulder. And right here, and I kissed her shoulder a little farther down. And right here, and I kissed her shoulder where the bra strap was, as I reached up and pulled it down off her shoulder. She giggled and said “hey that’s cheating” as I kissed lower and lower, onto the upper part of her breast. I asked, “Do you want me to stop?” She said “you better not”. I reached over and pulled the other bra strap down, and started kissing to the other side. My hands reached up and I pulled the bra down enough to expose her nipples. Then I kissed my way down and put my mouth on one. She squealed and squirmed but put her hands on the back of my head and made sure I stayed right there. I sucked and nibbled and teased her nipple with my tongue.

She reached a hand behind her and undid the bra, then pulled it off and tossed it on the floor. Her breasts were so beautiful. Much fuller than I even thought, and probably bigger. Even lying down they stood right up begging for me to suck on them. I did. I sucked on her nipples and pinched and squeezed and nipped. My hands fondled them and kneaded them and they just felt SO good. She was moaning and sighing the whole time, her breathing getting faster, holding my head tight to her chest with one hand and scratching my back with the other.

I lifted my head from her tits and said “ooooh look, even more skin!” Then I started to kiss her tummy. I loved her tummy. Kissing and licking and tracing my fingers down from her chest to that tiny little skirt. Again, she was moaning and sighing. I lifted one leg over hers and set it down between her legs. Then did the same with the other. Without even thinking she just spread her legs apart for me and I was now kneeling between them. I’m not sure if she even realized it, but I was where I wanted to be. I pulled off what I could of what I was wearing and tossed it on the floor. Then I leaned back down to her tummy. As my hands returned to fondling her tits, I continued kissing her tummy. Kissing and licking and tasting, all the way down to that tiny red skirt.

I stopped there, looked up at to her eyes again, but she had her eyes closed and was breathing very fast and heavy. I slid down farther on the bed between her legs, and started kissing her thighs. This got her giggling again, and I said to her, “I told you, everywhere I see skin…” I kissed the top of her thighs, being careful to pay attention to both sides. I slid down a little further, then pushed her legs a little wider. Again I met no resistance at all. I then continued kissing those sexy sexy legs, this time on the inside. As I was kissing, my hands were sliding up her thighs, higher and higher, and slowly up under that skirt. As I kissed higher, I pushed the skirt up over her tummy, exposing the sexiest little white cotton bikini panties, with a little pink bow on the top. I kissed my way up those thighs until I could smell her pussy. I turned and rubbed my nose against those panties. She let out a louder moan and pressed her hips against me.

As I pushed her skirt up to reveal those panties, this exposed some more tummy. I said “OOH more skin!” and leaned down and started kissing her there. My hands slid under her legs and then up under her ass. I slid them along, feeling her ass as I kissed down to her panties. My hands slid up and grabbed the top of her panties. I started to pull, to see what she would do. To my surprise, she just lifted her hips ever so slightly, and I pulled them down from under her. I got up for a moment, slid her panties down off her legs, and threw them on the floor. I quickly took off the rest of my clothes and tossed them on the floor as well. I’m not sure she even realized I had stripped down.

I got right back down to where I was before, on the bed between her legs, which were spread wide around my head. I moved up and started kissing again where I left off. My hands continued to feel her sexy little ass, as I kissed my way over the little patch of hair she had guarding her secret spot. I stopped for a moment to take a good look at her pussy, all the folds already glistening wet waiting for me. I pulled my hands around, pushed her legs apart even more, then leaned down and planted a kiss right on her wet spot. I ran my thumbs along her slit, up and down the lips, and then used my thumbs to pull her pussy wide open. I leaned in and ran my tongue right up her lips, pushing a little inside her. This sent an electric jolt through her. Up until now she had been moaning and sighing and breathing very heavy. With that simple touch of tongue to pussy, she jumped.

I slid my tongue up and down and inside of her. I pushed it in and tasted her. I licked along her lips. Every once in a while I would stop and blow on her and she would again jump and the cool feeling of it. She was moaning louder and breathing in shorter gasps every time my tongue touched her. I pulled her open again, and pushed a finger up into her. This produced a prolonged gasp. I worked in and out of her for a few moments, then I pushed another finger into her. She continued to thrash her hips against me. I leaned down and started licking her pussy again, and then I made my way to her clit. The moment I hit it, she half sat up to see what I was doing, and let out a little yell. I hoped no one heard, but I didn’t really care. I continued to suck and lick on her clit for a few moments. She was really going crazy. All this time I had my other hand working my fingers in and out of her pussy. I put my thumb on her clit and started to really rub and push and apply lots of pressure to it. Again, this stepped things up even more. She was moaning to the point that it almost sounded like she was crying, I could tell she was almost there. I leaned down, put my tongue on her clit one more time, and she just exploded. She let out a little scream, grabbed on to my head tight and practically tried to push my whole head up inside her. She started to cum, and was whispering “Oh my god oh my god” the whole time. I started lapping it up and tasting her. It was so sweet. She was screaming, and had reached her own hand down to continue working on her clit. This continued as she pressed hard against herself and moaned, and continued with the “oh my god”. I continued licking and tasting, and working my fingers up inside her.

Needless to say, at this point. I had a raging boner. I got up on my hands and knees above her as she continued to work her hand. It seemed like she was still going. She kept whispering “oh my god oh my god” and “this is so amazing”. My cock was SO hard right now, and leaning over her, watching her try to breath after the orgasm she’d just had, and seeing her working her own clit so hard beneath me. I reached down, grabbed my cock, and started to rub it against her pussy. I pushed it up against her. She moved her hand from her clit and pushed me away. I tried again, she did the same thing. I took her hand and wrapped it around my cock. I leaned down and whispered to her “Oh my god Alyssa, you have to let me do it, feel how hard I am right now, I need to put it in” She moaned a little, opened her eyes and asked “do you have condoms?” I said “no”. She stroked it some more, rubbed it up against her clit a few times, closed her eyes and went back to moaning for a moment. She looked at me and said, “”u can’t cum inside me”. I said “I won’t, I promise”. She rubbed my cock against her pussy again a few times, and just let out a little moan and said “oh fuck it, do it do it do it do it”. I was pushing before she could even finish the words. She lined me up to the right spot, then I pushed again, a little harder. I slipped into her. She let out a little yelp, and I pushed again. It went into her further, my god she was tight. I pushed again, a little further every time, then suddenly she took a deep breath, pulled back a little, and let out another yelp. I said to her “I’m sorry, are you a virgin? I didn’t know, Should I stop?”. She smiled at me and said “not anymore”. With that, I started pushing again.

I slowly but steadily pushed deeper into her. I started working a rhythm up very slowly. We weren’t thrusting or pushing so much as just rocking our hips back and forth. She was getting used to the motion. Her pussy was so tight. Every second was just pure animal delight. I started to push more, going deeper every time. She was moaning and breathing heavy again like before. She kept letting out little yelps and moans. In there somewhere there was a steady stream of “oh my god”. I leaned back on my knees again, pulled her legs up nice and high and started to really drive hard into her. The cries of “oh my god” got louder and more constant. Her breathing was fast and heavy. She reached down and started rubbing her clit again while I started to pound her pussy. I grabbed hold of her hips pushed forward, lifting her ass up off the bed, and started pounding hard and fast. She started screaming again “oh oh oh oh oh oh…”, and I could feel her start cumming again. Again, it was amazing, she came SO hard. I could feel her pussy contract and tighten around my cock inside her. She was screaming and thrashing and pushing back against me hard. . It was so amazing. I couldn’t handle it any more myself. I had to cum so hard. I tried hard to hold it, but then I pushed as hard as I could and as deep as I could into her. I knew I had to hold fast and not cum inside her because I promised not to, but it was so hard to control. My hips just wanted to push. To be honest, at that moment, I really didn’t care. I wanted to fill her with everything I had. I let out a moan of my own and said out “I’m gonna cum”. She was still high on the whole thing and just whimpered, “no, no, no”. Somehow, I managed to pull out of her, although to be honest, I may have shot off one load while still inside her. I really can’t even be sure. I pulled out of her, let her legs and hips fall back to the bed and just started to spurt all over the place. The first shot went up over her belly and tits. Some got onto the underside of her sexy little skirt. I moved up more, and the second shot went up over her tits. I continued to shoot and it went up into her face, some got in her hair, it was a mess, but God did she look sexy with my cum all over her. I collapsed on top of her smearing all that cum between our naked bodies. We both lay there just breathing heavy and recovering. I finally rolled off of her and she reached up to wipe it all off of her chest. I said to her “Oh my god you are amazing”. She said “Oh my god I’ve never had an orgasm like that. That was the most amazing thing in my life”. We laid there for a moment and then her head seemed to clear a little more and she realized what we had just done, she said, “OH MY GOD I just had sex!” I said “I’m sorry, I didn’t realize you were a virgin”. She said “who cares, that was the most amazing thing I’ve ever felt”. Admittedly, laying there looking at her naked except for the skirt pulled up around her tummy, the sexy white stockings, and my own cum smeared all over her, my cock was starting to stir again. I rolled on my side and looked at her. I ran my hand up over her tummy and her breasts again and I said “you wanna feel it AGAIN?” Back to the evil grin.

Unfortunately at that point she was too sore to go for more. We both slowly got up and started putting our clothes back on. I quietly grabbed those sexy little panties and put them in my pocket for some reason. When she was looking for them I claimed innocence. “I don’t know, I tossed them somewhere over there” I said. She said “I’ll find them later, I’m staying over with Kassidy anyway”. It was getting pretty late at this point so there weren’t as many people left there. Kassidy came rushing over as we staggered out of the room. She whispered something to Alyssa, Alyssa whispered something back, then her mouth dropped open for a moment, she looked at me, then back to Alyssa and said to her “You slut!” Alyssa told me later that Kassidy asked her what had happened in there, and all she responded with was “Well, I’m not a virgin anymore”