Ben's best friend is his next door neighbor Randy. Randy's older sister is Taylor. The boys have been friends and neighbors for five years. Even when he was just eight, Ben couldn't help but to notice Randy's hot sister. Randy's family has a pool, and Taylor was always out sunning herself in the tiniest bikinis. Needless to say, the boys did a lot of swimming.

When Taylor was 16 and Ben had just moved in next door, she began a modeling career. It wasn't long until the sexy teenage girl was in demand throughout the fashion world. With her perfect body, 36C breasts, smooth tan skin and bright blond hair, she was a natural cover girl.

As Ben grew older, his body began to react every time he saw Taylor. Ben hit puberty shortly after his 12th birthday and it wasn't long before he learned the joys of cumming. Of course, every time he came at his own hand, it was always brought on by visions of Taylor.

Taylor was 20 when Ben was 12, and his penis wasn't the only thing that was maturing. For a 12 year boy, Ben was developing a sexy, muscular body. Even though Taylor was eight years older than Ben, she found herself checking out the boy as he swam with her brother. Taylor enjoyed a very active sex life with her boyfriend, but her brother's young best friend did manage to get her excited.

The next summer. Taylor's 21st, the boyfriend was history. Ben was 13 and even sexier. Ben and Randy were swimming when Taylor came out to sunbathe. She had also come out to check out Ben. Of course, dressed in just a thong and tiny top that barely covered the nipples on her 36D breasts, Ben was also checking her out. Taylor loved the bulge growing under Ben's wet swim shorts. She was determined to get a closer look at that bulge.

Taylor had been invited to a modeling job in Las Vegas. Randy and Ben wanted to go along with her, very, very much. The two adolescent boys wanted to run wild in Vegas, free from parental control. They had no idea how wild it was going to be.

Taylor, Randy and Ben crammed into her sports car and hit the road for Sin City. The magazine had reserved a suite for her at Mandalay Bay, but she had to get another room for the two boys to share. Since she was being paid $25,000, this was no problem for her.

The boys got settled in their room then changed to go to the pool. "Fuck, this is awesome, man!" Ben exclaimed to Randy. "I know!" his friend replied.

"Hey man," Ben said.

"What?" Randy replied.

"You know how hot I am for your sister."

"Oh yeah, of course I do."

"If something between me and her happened on this trip between me an her, you wouldn't mind. Would you?"

"Naa, of course not," Randy replied.

What Randy didn't tell Ben is what Taylor had told him to keep to himself...that she was going to take Ben's virginity while they were in Las Vegas. When Randy said, "do I get a girl too?" Taylor smiled and said, "Just wait little brother, I won't forget about you." From that moment, Randy could not think of anything else.

The boys were stripped down to their swim shorts when Taylor knocked on the door. She entered wearing a tube top with no bra and mini cutoff jeans with bare feet. "Hey guys, I'll go swimming too, but first, Ben, can you come over and help me for a bit? Randy, why don't you wait for him at the pool."

"K, sis," Randy said as he stepped into his flip flops and bounded out the door. He knew what was going to happen to his best friend. "See ya down there Ben." Paul said.

Taylor glanced at the two full size beds in the boys' room and thought of her huge king size one. She then looked at the sexy boy standing next to her. Her pussy filled with wetness as she gazed at his muscled tan chest, firm teen boy thighs and the notable lump between his legs under his shorts. Taylor always had that affect on Ben.

"What kinda help do you need Taylor?" Ben asked.

"Come and I'll show you." Taylor replied with a wink. She opened the door and stepped out with the boy right behind her. Taylor's room was right down the hall. She glanced back and smiled at the hot adolescent wearing only swim shorts walking behind her. Ben's eyes were locked on Taylor's tan, firm legs and the hint of bare ass showing from under her shorts. Whatever she had in mind, he was ready.

As Taylor unlocked her door she couldn't contain her smile. She had her next action already well rehearsed. As soon as Ben was in her room she told him to close the door behind him. When she heard the door shut she turned around with a very seductive grin on her lips.

Taylor then crossed her arms across her chest and lifted the tube top over her head, exposing her perfect bare breasts to Ben, who was standing only a couple of feet way. "Ben, I've wanted to do this to you for years." Taylor said as she stepped forward and wrapped her arms around the boy's bare upper body. Her soft ample breasts pressed against his firm adolescent pecs.

Many 13 year old boys would probably just faint or otherwise go into shock at such stimulation. But Ben wasn't your typical adolescent boy. His whole life had been focused on lust for older women. Ben could have easily have lost his virginity to the hottest girls in his class. Almost every hot 13 and 14 year old girl in his class would have gladly fucked him. But Ben was saving himself for a mature, hot woman. Now, he was going to have one, and he was ready.

As Ben felt Taylor's hardened nipples pressing into his chest, his lips went straight to her mouth. Taylor instinctively met his lips. She was pleasantly surprised when Ben's tongue almost immediately plunged deep in her mouth. It wasn't his only body part that was going to go deep inside of her that afternoon.

Ben took the aggression one step further when his hands dropped down to Taylor's tiny jeans shorts. He slid those hands under the shorts, massaging her bare ass cheeks. It had been a long time since Taylor had been taken by a man like this, let alone a boy.

As Taylor french-kissed Ben, she continued squeezing his body. He felt so good against her, and she loved his wandering hands. Those hands found the button and zipper of her shorts and quickly the last of her remaining clothes were dropped around her ankles. With one hand on her ass, Ben slid the other one down her now exposed front. It glided over the wispy blond pubic area and came to rest on a pool of wetness covering her eager pussy.

Ben's engines were at full throttle now. He was intent on one thing, having his way with Taylor. And by the way the scorching hot model was responding, he could have anything he wanted.

"Oh fuck yes Ben!" Taylor cried as Ben's finger worked its way into her pussy and stroked her clit. Ben's hours of porn watching were paying off big time. He knew just where to go and what to do. Ben's mouth had now found Taylor's left nipple, and he began to suck it like a baby. At the same time, two more of his fingers had worked their way into her sopping wet pussy.

Taylor was overwhelmed by the feelings surging through her body. She was so pleased that they were being brought on by the boy that she had seen grow up and whom she had lusted after for so long. Her body was on fire, and it only be quenched by a liberal dose of Ben's cum flooding her body.

Ben, too, was a man possessed. The thirteen year old attacked Taylor's body with a passion. His erection was as hard as he had ever felt it, and his natural instincts were demanding that that it find its comfort in the wetness of Taylor's pussy.

Taylor's hands were squeezing and scratching Ben's back as she felt the waves of pleasure and desire engulf her. As her hands slipped to his lower back she realized her sexy boy lover was still wearing his swimsuit. If she was to have Ben's throbbing piece of boymeat satisfy her, she knew it would have to be released from its confines. She expertly hooked her thumbs in his waistband and pushed the shorts down. Immediately Ben's eight inch erection sprung loose and hit Taylor on her thigh.

Suddenly, Ben's bare penis was touching a woman's bare skin. A shiver immediately went through his young body. That was followed by a lust he can no longer contain.

"Taylor, I need you right now," Ben panted.

"Oh fuck, Ben! I need you too!" Taylor cried. The eight inches of raging boymeat sealed the deal for her.

With those words said, boy and woman, both now completely naked, fell onto the huge hotel bed. Taylor was on her back and instinctively opened her legs wide. Ben momentarily looked at the sight in front of him. It was his fantasy now becoming a reality.

Taylor also knew this wasn't going to be just another fuck. The nude boy that was positioning himself between her legs was 5'6, weighed 140 lbs. with brown hair and eyes. Their eyes made contact, then Taylor slowly drifted her gaze down to his tanned muscular chest, 4 pack abs that looked great on a 13 year old, and finally to that throbbing eight inches. That sight alone was building her simmer to a full boil.

At this point, many virgin 13 year old boys are so nervous that they have a difficult time finding their way into the object of their desire. This was not the case with Ben. The teen stud expertly lined up against Taylor's slit and effortlessly glided himself into the ecstasy of her tight wetness. Entering her for the first time, Ben knew the payoff was well worth the wait.

The boy breathed deeply through his mouth, savoring the glide into Taylor's love hole until he was balls deep inside her.

"Oh fuck Ben! You are awesome!" Taylor cried out.

Those words turned Ben into the ultimate sex machine. He instinctively began thrusting in and out of Taylor, with the tip of his penis constantly massaging the young woman's clitoris. Her vagina gripped the thrusting boymeat, craving it like it had a mind of its own. Ben was fucking her like no other man or boy had ever done.

"Ben! Ben!" she moaned as her arms and legs clamped tightly around the hot teenage body of her boy lover. At that moment, she loved Ben more than any man she had ever known. Somehow, Ben just knew what it took to bring the hot model to an earth shattering orgasm.

Ben, too, was experiencing his ultimate pleasure. On each down thrust, he knew his brown pubic hair was meshing with Taylor's blond fur. Ben loved older blond girls, and now he was actually fucking one, and as a bonus was giving her pleasure too.

Ben and Taylor rocked the bed, each thoroughly enjoying every erotic moment. Soon, Taylor's body was hot, her breathing labored, and every sensation in her body was on overload. She squeezed and scratched Ben's nude adolescent body as her body erupted into a violent orgasm. "Ooooooohhh fuck Ben!" she screamed as her pussy quivered with the release of what seemed like gallons of wetness that bathed Ben's intruding penis and seeped out onto their legs, his balls and the bed below.

The screams were then replaced by breathy mutterings of the words, "Ooh yes, oh yes." Taylor continued to quiver with delight as Ben kept up his penis' jackhammer attack on her. Ben knew from Taylor's reaction that something magical had happened. He was proud to know that he was the cause of it.

The wall next to Taylor's bed was covered with mirror tiles, and Ben glanced over and couldn't believe what he saw. Yes, that was his hard, nude body that he had spent all summer working out to get buff that was fucking the nude, hot college aged model beneath him. This was better than any porn he had ever wanked to, and now he was going to get his ultimate reward.

Ben looked down at Taylor's soft blond hair spread out on her pillow, the soft content expression on her face, then down to her luscious bare 36C breasts jiggling with each of his thrusts. The tightness of her well lubricated pussy was now working its magic on the boy. His toes, legs and arms stiffened as his orgasm welled up at the base of his penis. Taylor sensed the boy's body getting rigid and knew from experience what that meant.

She pushed down on his back, causing his chest to compress against her breasts. She then brought her lips to his and they immediately engaged in a passionate sex kiss. Her final act was to press her hand against his ass, causing him to bury even deeper inside of her.

Now, in the middle of Ben's thirteenth year on earth, cum from his body began to shoot into a woman's body for the first time. Not just any woman, but the older woman of his dreams.

"Oh fuck!" Ben moaned as the cum shot out of him like a fire hose. He was flooding Taylor with his thick white virgin cream. She smiled as Ben's semen bathed her womanhood. As she looked in his eyes she could see the ultimate pleasure the boy was experiencing. She too began to quake with another orgasm as his exploding boycock quivered inside of her. After his final burst, Ben collapsed on Taylor, spent and completely satisfied. Taylor stroked his bare back and ass and kissed him, all the while falling deeper in love with him.

For the next two hours, Ben and Taylor fucked wildly in her bed. Taylor taught Ben all the tricks an experienced college girl could impart on a teenage lover. Ben was a quick learner, but Taylor also knew that the boy's natural instincts had already made him a great lover.

In bed, Taylor told Ben that he could expect a lot more wild sex from her when they returned home. "Cool!" he replied, and proceeded to fuck her again. Taylor couldn't get enough of her boy stud, and of course, Ben was in heaven!

While all this was going on in Taylor's room, where was Randy? He knew very well what his sister and best friend were doing. He was also very envious.

Randy, too, was a good looking 13 year old boy. He was darkly tanned with a well built adolescent body just like Ben. Randy's hair was light blond with a shaggy surfer's haircut. As his sister and friend fucked upstairs, Randy was cooling off in the pool.

Kelly was one of Taylor's best friends of the modeling circuit. Blond, and built with a perfect body, Kelly had been pleasing young men in bed for years. Currently single, she was craving cock as she headed down to the hotel pool.

At first, Kelly was unsure about what her friend Taylor proposed to her. True, Kelly liked younger guys and really enjoyed taking a guy's virginity, but age 13 seemed way too young for her. That was, until Taylor showed Kelly a picture of her younger brother.

Kelly gasped as she stated at the blond haired, blue eyed boy in the photo. Randy looked just like Kyle! Kyle was Kelly's first love. They lost their virginity together when they were both 14. She imagined that she and Kyle would probably be married by now if Kyle's father had not been transferred across country at the end of their sophomore year in high school. Kelly still loved Kyle, even though she had heard that he was now married.

Kelly walked down to the pool in a hotel robe, which covered her thong bikini. The bikini covered little else. It didn't take her long to find Randy, who was drying off in the sun after swimming. The dark tanned, smooth skinned boy most definitely resembled Kyle. Kelly could feel the wetness start flowing between her legs as old pleasant memories returned to her.

Randy liked the shape of the girl walking toward in the robe, and he was totally captivated when she chose the chair next to him and then removed that robe. This was easily the hottest girl he had ever seen, and her swimsuit barely covered her essentials. Little could he imagine where he was going to be in 30 minutes.

"O Randy, fuck me!" Kelly screamed as Randy pushed his penis deep inside her vagina, saying goodbye to his virginity forever. Boy, 13 and woman, 24, rocked Kelly's bed for the next hour. At first, she imagined that it was Kyle fucking her, but soon she found that her affection was for Randy himself.

As they lay exhausted next to each other, cuddling against each other's nude bodies, Kelly pushed the hair out of Randy's eyes and kissed him on the forehead. "You were awesome." Kelly said. "I hope we can get together more often."


"No shit!"


"Dude!" The boys exclaimed as each told his story to each other. The two newly devirginized adolescents checked out the Las Vegas Strip that night while the older women they had just fucked attended a fashion dinner at the hotel. Taylor and Kelly were bored, but knew they had to sit through the evening for the sake of their careers.

"You wanna come to my room tonight and play with the boys? Taylor asked with a smile.

"Of course," Kelly replied. "I'm sure they'll be up for it."

When the boys got in from the strip there was a note under the door.

"Randy and Ben,

when u guys get in cum to my room. Just use the key I left u and let urself in.


"Fuck!" Ben said. "I wonder what she has in mind?"

"What are you waiting for? Randy said and the two practically ran down the hall to Taylor's suite.

Ben took the white plastic hotel key, inserted it into the slot and pulled it out. The green light came on and he turned the knob and pushed the door open. He and Randy entered the suite and closed the door. They heard sounds coming from the bedroom.

When the boys turned the corner and looked into the bedroom, they both stopped in their tracks, not believing what they were seeing. Taylor was lying naked on the bed on her back, with her knees up and her legs spread apart. Kelly, also naked, was lying on the bed between Taylor's legs feverishly licking Taylor's pussy.

Taylor's eyes were closed and she moaned, "oh yes, do it like Ben, do it like Ben!" Well, Ben couldn't believe his ears. His penis, which was starting to harden, immediately reached full erection upon hearing Taylor's words. Randy, too, was stiffening at the sight and sounds unfolding before him.

The boys watched in awe as Taylor thrashed and moaned as Kelly brought her to orgasm. Each boy was carefully considering what the girls had planned for them. They each knew that it was going to be great.

When Taylor was finally spent, she opened her eyes and saw the two teenagers standing in the doorway. "Hey guys, we were wondering when you were gonna get here." Taylor said with a smile. Kelly turned her head and said," Hey sexy Randy boy, I missed you!"

Taylor then said, "hey guys, why don't you lose those clothes and join us on the bed?" The two boys quickly shed their clothing. As the bare boy flesh began to appear, both women immediately felt moisture welling in their vaginas. When they were both naked, Ben climbed on the king size bed next to Taylor while Randy snuggled up next to Kelly. Taylor stroked Ben's throbbing eight inches and said, "I'm glad to see you're ready." Kelly already had Randy's more modest but equally sexy six inches deep into her mouth.

Within minutes, Ben was happily fucking Taylor missionary style while Kelly was riding Randy. That king size bed was getting quite a workout. The boys grunted and moaned in their deep adolescent voices and both women let out uninhibited screams. The sound and smell of sex was wonderfully overpowering.

Ben and Randy unleashed their sweet boycum in the older women's love holes, then kept their cocks buried balls deep as the women kissed and caressed them.

Kelly looked over and said, "Hey Tay, you wanna switch guys? Yours looks hot too." Taylor thought for a second then replied, "Yeah, I know you will love Ben, but I'm not sure what I can do with my own brother." Deep inside, Taylor wanted nothing more than to fuck the shit out of Randy's sexy young body.

Ben couldn't believe his good fortune. He was now fucking is second hot, wild older woman. Twenty four year old Kelly was scratching, licking and grabbing Ben as the boy feverishly thrust his cock deep inside Kelly's womanhood.

"Oh Ben, you're awesome!" Kelly exclaimed. She had her legs wrapped firmly around Ben's thighs, pushing down on his ass with each thrust. Kelly's tightening pussy was bliss to Ben's now well experienced penis. He regulated his thrusting, prolonging his pleasure as long as he could.

Kelly was well lubricated and the thought crossed Ben's mind that his best friend's cum was already in there, splashing on his dick. "Oh well, what the fuck." Ben thought. "Randy's cool and he had fun putting it there." His thoughts then returned to the wild woman thrashing beneath him.

Meanwhile, Randy seemed nervous. Although he enjoyed watching his friend fucking, he was unsure about doing anything with his sister. Like Taylor, secretly he wanted to in the worst possible way.

"Little bro," Taylor said, "I'm not sure if I can give you my pussy to fuck, but I don't see anything wrong with giving you head." With that, she went down on Randy and hungrily ravaged his hardened member. Randy kicked back, enjoying Taylor's well honed oral talents.

After both boys had cum again, Ben in Kelly's pussy and Randy in Taylor's mouth, the four nude bodies lay contentedly on the bed. Kelly looked over at Taylor and Randy lying together and said, "Hey, you guys make a hot looking couple. You already sucked him, girlfriend, you gotta feel his dick in you. He's a hot fuck. I know!"

Taylor and Randy looked into each other's eyes, and without words Taylor was mounting her 13 year old brother. Ben and Kelly watched the two fuck for a few minutes, but the excitement was too much for them and quickly, they too were engaged in more primal sex.

Taylor, Kelly, Ben and Randy continued their sexual romp throughout the night. After a while, Randy and Kelly went to her room, while Ben remained alone with Taylor. Ben and Taylor then had some of the most memorable sex of the night, enjoying each other's company in the privacy of Taylor's room.

"Ben, that was the best night of my entire life." Taylor said as she and Ben were finally getting dressed after showering. "Oh, me too," Ben responded. Taylor's next words assured Ben that he would be a happy boy for years to come. She said, "And the best thing is that you're my neighbor and we can do this all the time now!"

Shortly after they returned from Las Vegas, Taylor bought her own condo down the street from her family's home. Kelly moved in too as her roommate. As for Ben and Randy, let's just say that they spent more night sleeping over at Taylor's than they did in their own rooms. If you can call what they were doing "sleeping."



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