By The Pool Lizs First Time

author's note: all characters in this purely fictional story are over 18

"You sure?" he asked, gently sweeping my hair out of my eyes

"Uh huh," I mouthed back, breathlessly. I wasn't ready. I felt weak in the knees, my heart sounded like it was playing a drum solo on my chest, and my whole body felt like it might explode. I was worried I might faint, but at the same time, I knew there was a smile playing at the corners of my trembling lips. It was my idea after all, and I had dreamed about this for months.

We'd been friends as long as I remember. My house was right next to his, and as kids we played hide-and-go-seek in his garden and tag in the alley. For a while in grade school, his friends convinced him that it was dumb to play with a girl so much, but he quickly decided they weren't very good friends anyway. I was glad- we were always close. I had secretly been imagining our wedding since I was little, but never told anyone because they'd make fun of me. It wasn't that we were romantic together or anything, its just that I didn't have many other close friends, and I always felt safe with Tim. Now that we were older, we didn't talk as much but sometimes we spent summer evenings on the porch thinking about the future and watching for falling stars. One year he got a girlfriend and they went to a dance together. I thought it would bother me, but it didn't. I was happy for him and besides, I wanted to ask him what it was like. Did he fall in love? How did it feel? But he confided in me that he liked her okay, but sometimes he wished they weren't together. I was surprised when Tim complained about how much she talked- he was always such a patient listener I thought. And then one day they broke up. I was worried at first that he'd be hurt, but when I asked, he smiled reassuringly and said it was for the best. I tried to sympathize but secretly I was relieved to have my friend back. I never thought of myself as jealous, but I missed the long nights we spent together, just hanging out.

I had a pool out back and in the summer we would go there in the evening sometimes. We swam until my parents went to bed and then tell dirty jokes and try to laugh quietly so we wouldn't wake anyone up. One night we were toweling off to go to bed when Tim hinted in a joke that he had sex before. I raised an eyebrow and shot him a smirk.

"I thought you were a virgin! You didn't give it to Vicky did you? That little slut..." I was joking as usual, but the look on his face showed I had struck a chord.

"I don't kiss and tell..." He looked nervous actually, and I was afraid I hurt his feelings. Maybe he thought I was jealous, I decided to put his mind at ease. Besides, I had an agenda of my own.

"Aww c'mon Timmmmm," I pouted, throwing my arms around his shoulders and jumping into his lap, "You can tell me! I won't tell anyone in the wholeee world. Promise." I saw him crack a smile at my dramatic gesture and knew I had won.

"Yeah, we were messing around one time and she told me put it in her. I didn't have a condom though, so I had to pull out before I came." My eyes got wide and felt a familiar tingle imagining Tim pushing sliding his cock, inch by inch into my body.

"Yeah, we were messing around one time and she told me put it in her. I didn't have a condom though, so I had to pull out before I came." My eyes got wide and felt a familiar tingle imagining Tim sliding his cock, inch by inch into my body.

Suddenly I was entranced by the moonlight glinting off his skin, and his muscles rippling calmly underneath my fingers. I needed to calm down. I swallowed hard and squirmed a little in his lap trying to put out the fire that was growing between my legs.

"Well, look who's shy all of a sudden!" Tim laughed. "It felt really good. She went down on me too, in the back of my truck." God, I wonder if he knew how much he was teasing me. That sly look on his face hinted at the possibility. I gave up on cooling off and let my fingertips trail down to his chest. I always thought Tim was attractive, but this was different. I just felt this neeeeed. It was hot and humid out but I was nearly shivering.

My voice was quieter than I thought it'd be, and raspy. It was almost a moan...what was I doing? "Did you...go...down on her?" I bit my lip imagining what Tim's tongue would feel like. Licking me...there. I was about to go crazy just thinking the words while staring into those beautiful green eyes. Lick my pussy. I wanted...needed to feel his tongue on my clit.

"No, but I really want to try it. Y'know, do oral for a girl. It sounds like fun," he laughed nervously and blushed. I followed his eyes down to my legs and I felt a twitch under me. Oh god. I suddenly realized there was only a tiny layer of fabric, his swim trunks and my quickly moistening bikini bottoms, between my body and his hardening cock. I tried to hide my gasp but I wasn't entirely successful. This was too much- but I needed more. I shifted my legs under me and lifted my butt a little, I just wanted to be closer. But I was practically stroking his cock under me. I'm not a stripper, I thought to myself. Quit giving him a fucking lapdance, Liz. I don't want him to think that about me that way...well...I don't know what I want. But I know what I need.

"I want to try it too," I whispered. I ran a finger through my long brown hair and into the fabric of my bikini. I could have been stretching but we both knew I wasn't. Slowly caressing the front of my chest, I knew I was drawing Tim's eye to the outline of my breast. I don't want to brag, but the bikini was quite flattering to my figure. The growing hardening under me confirmed it was working. I tried to talk but nothing came out at first. No one could have heard me, except that I gotten so close to him our lips were nearly touching. "Maybe we could...practice a little?" There it was, out of my mouth and I still couldn't believe it was me saying it. Someone had replaced mild-mannered Liz with this horny, confident girl who wanted her best friend's tongue on her nethers.

His eyes met mine thoughtfully. "Okay," he said softly. I couldn't believe my ears, but while I was still in shock I couldn't believe my lips. He had kissed me suddenly and forcefully.

It took me a second to react, but my mouth had been prepared for the encounter by instinct and nights of watching romantic comedies. Our lips open and our tongues danced a brisk tango, and while my mind was trying to catch up with the rest of my body, Tim hands were making their way up my back and into my hair. I found myself moaning softly as his fingers curled against my scalp, lightly gripping the hair in the back of my head and pulling my head back. With my neck exposed, his lips left mine and began working down my jaw to my neck. God...I didn't even know I wanted him to do that. Lightly nibbling, sucking on my neck and shoulders. I wrapped my legs around his body and started and to grind slowly against his cock. I don't think I've ever been that wet before. I thought I could feel my pussy quivering in anticipation, but maybe it was my imagination.

Tim was still drawing circles with his tongue across my shoulders working his way down my chest. I knew he wanted to touch my breasts. I thought he'd go right for them, but he was holding off as long as possible; I felt his tongue toying with edge of the fabric on the strap of my bikini. Well, this wasn't fair at all. I started to feel his chest and stomach, his muscles seemed to spasm as my fingernails trailed across them. Finally, Tim started to slip the straps off of my shoulders. I lost my patience and untied the back and ripped my bikini off. Then I grabbed Tim's head and pulled it straight to my breasts. I heard him laugh a little at my urgency. I didn't care. I could tell he was excited too, his breath was ragged and of course there was the rock hard reminder under me that I was straddling. When his tongue started at my nipple, I saw his eyes open wider and he made a deep, growling sound muffled by the work he was performing with his mouth.

Then my eyes rolled back in pleasure. Fuck, he had a talented mouth, and in a couple of moments, that tongue was going to be on my clit. My nipples are really sensitive and between his lips and the night air they were getting harder and even more sensitive. The sensation of his tongue circling the base of combined with his teeth gently pulling at the tips was sending ripples of pleasure through my body, down to my toes. "Feels...good..." I sighed. Tim stopped for a moment to smile at me and brush my hair back over my shoulders.

"Lie down, Liz." My heart caught in my throat. But my body obeyed and I laid down on the lounge chair beside the pool. I was breathing hard, I knew Tim was watching my chest rise and fall with a wry grin on his face. I knew he was doing this on purpose, drawing this out, teasing my body to its limits. My turn. As he stood over me, I reached up and quickly pulled his swim shorts down. I gasped as his cock sprang out of his pants. There in the moonlight, I stared at it in awe. I had never seen one up close like this. I slowly extended my finger to trace the ridges of it from the head down to the base. Tim closed his eyes and his cock seemed to jump at my touch. I made my fingers into a circle and stroked it down and then up again lightly. I don't know how long it was. Long enough. And thick, I imagined it stretching my pussy out while he penetrated me, filling me up with his hot, hard cock...I stroked it a couple more times and I noticed Tim's hips straining toward my hand. My curiosity got the better of me and I put my other hand on his balls. I felt the weight of them and cupped my palm around them and squeezed a little. Then I leaned down and kissed the head of his cock. Tim's eyes shot open immediately. I smiled that same false innocence smile he had been giving me. Now we're even, I thought.

He looked disappointed for a second when I leaned back. But that look disappeared when he saw me start to slip my bottoms off. I slid them down and let them dangle from my toes for a second before kicking them off. I hesitated for a second and felt myself blush a little. Maybe I was still a little shy. But I slowly spread my legs for him and let him admire my entire body. He stared at me, I've never felt so open and exposed in my life. Sure, I showered together with the other girls on the swim team, but this was the first time I felt truly naked. "You're beautiful," he whispered. I looked into his eyes.

"Thank you," I said. And all my worry about what he'd think about me, my blemishes, my flaws...vanished. I felt beautiful. I felt safe. I stroked my thighs and turned to the side. I curved my back and flexed so he could see my butt. I felt sexy. Tim closed his mouth that had been hanging open (I was a little afraid he stopped breathing...oops) and unconsciously licked his lips. I found myself biting my lip as he put his hands on my legs. He stroked my ankles and calf. As his fingers traveled up to my knee, he leaned forward me and started drawing figure 8's across my stomach with his tongue. It tickled, I giggled a little and cupped my breasts in my hands. His fingers were working up the outside of my thighs as his tongue was working down to my hips. His hands gripped the back of my thighs and spread my legs apart. I closed my eyes. This was it, my pussy was quivering again, waiting to feel his burning hot tongue on my clit. But I didn't feel it. No I felt his tongue on the insides of my thighs. I opened one eye and looked down. He was smiling again. I moaned my plea for him to hurry, "please. God, Tim, please."

And then I felt it, felt his tongue creep across my thigh to the lips of my pussy. Every muscle tensed and then relaxed as he slid his tongue up my little slit. Then I felt his amazing lips on my clit. I almost cried out, but I stopped myself. I was in heaven. Tim flicked his tongue in and out of me while his lips played with my clit, sucking it and stroking it until I felt like I was going to explode. Everything seemed to fade into the background...nothing else mattered but that feeling that was building between my legs.

"Don't. Stop," I panted, "I'm cumming. I'm cumming. I'm cumming!" When the first wave hit, my body seemed beyond my control. My hips bucked forward and my toes were curling painfully hard. I grabbed Tim's hair and held his head in place. Each wave racked my body with pleasure and each one seemed more powerful. I thought my heart might pop out of my chest. Finally my orgasm seemed to be slowing down, if only from exhaustion. My legs were still shaking and my heart was only starting to slow.

Tim looked up and me and licked my wetness off his lips. Then we both said the same thing.

"Wow."

To be continued...