"I like to be... licked... you know... down there," Franny said softly.

Her deep brown eyes were fixed steadily on me as she spoke, but they flicked briefly down toward her lap when she said, "... down there," before they locked onto mine once more. Her look was bold, confident, a little challenging. As soon as my mind grasped what she'd just said my body went limp, except for my penis which reared immediately into erection, my heart suddenly racing to pump blood.

For years I had fantasized about going down on this beautiful girl-now-woman-hundreds of times: with I was with other women, or masturbating, or sometimes just sex day-dreaming. So naturally my prick would react immediately at any hint that I might actually get to taste her.

She and I had just finished a superb dinner at Cafe de Oro, a plush, cozy restaurant at the foothills on the edge of Denver. Franny - I usually called her called her Franny, only occasionally using the more formal and beautiful "Frances" - Franny and I had known each other for about five years. We had hung out together with mutual friends, mostly soft-core bikers like me. For a time, Franny had been the steady girl of one of my friends, Wild Bob.

Franny and I first met when she was only 18 (I thought! Read on.) and in her senior year of high school. She and a variety of girlfriends would sometimes skip classes and come by my place in the afternoon for a couple of beers and some laughs, and occasionally a toke or two of fine Columbian gold, of which I always had a supply. Toking was no big deal in those days in that neck of the woods; aahhh, the good old days, eh?

Back then I traveled widely in my work, but I enjoyed many weeks free at home. I never minded the girls dropping by. In fact, it was always a special treat because, after all, they were attractive and fun to have around. They behaved well, never acting nuts or making scenes, so it was both cool and fun. I was in my early thirties and pretty active sexually, so naturally I fantasized about all of them. But Franny, I obsessed about.

She was slender, with a nubile angularity, but a fine roundness of hip and buttock, and budding young breasts. She was Hispanic in heritage, with a classic beauty that reminded me of the celebrated statue of the head of Egyptian Queen Nerfertiti.

In later years, the actress Gina Gershon made her fortune with a similarly angular body and a unique mouth that could have come from the same beautiful mold as Franny's. Moreover, Franny was spirited, always animated, with a ready laugh, and a quick, bright mind and she was interested in just about everything.

She first came around my place late one spring afternoon with Brent, a young guy from her school. Brent hung around my place sometimes to watch Bob and I work on our bikes, which we did a lot. Brent was hot for Harleys and he learned a lot about them helping us with this and that, even turning a wrench now and then. He knew he could always enjoy a beer or two at my place and he never abused the privilege.

Brent and Franny weren't dating or anything, he was just her friend. But he'd told her about our bikes. Being as fascinated with big motorcycles as Brent, she'd asked him to bring her along to check out our rides. When Brent introduced us, I noticed a broad pink blush under their eyes and suspected that they'd gotten high on the way over.

Bob and I were doing a little maintenance on our choppers that day, and Franny got pretty excited at the sight of our bikes, which were pretty cool and sexy, I must admit. Mine was deep metallic green with gold and red pinstriping and a big "GBYBR" painted on each side of the fat tank (for "Goodbye Yellow Brick Road"); Bob's was classic black with 24-inch springer extensions and lots of chrome. Franny wanted a ride in the worst way, asking us again and again. Bob and I were both leery at first because Franny looked so young, we could just see trouble.

When we finished cleaning up and were ready for a break, we invited Franny and Brent in for a beer, and to hear a new Eric Clapton album I'd just bought, "461 Ocean Boulevard." Naturally they took us up on our offer. To this day, that album of Eric's always reminds me of Franny.

It didn't take long for Bob and me to discover how much fun it was to have Franny around. Oh, yeah, she definitely had sex appeal, but that wasn't all. Unusual for a young woman, she took an active part in conversations, was obviously intelligent and quick- witted, and she had a devastating smile and a pair of the deepest brown eyes any man ever got lost in. The four of us had a great time getting acquainted that afternoon, enjoying laughs and the music. Bob and I were both captivated with this young girl.

Afternoon soon passed into the coolness of a Colorado evening and Franny began pressing us again for a ride on our bikes. My friend Bob, about 28, was obviously smitten with Franny. He also was a bit more adventurous than I and he was the first to give in. When he did, I mentally kicked my own ass for hesitating, "You're just too freakin' slow, dumbshit," I thought, really pissed that I had let Bob beat me to this prize. Nothing I could do then, though, except watch as they climbed on Bob's scooter. She hugged up tight against his back, locked her arms around his chest, and away they roared into a months-long relationship.

At the time, I was dating Patty, an attractive blonde with a slight English accent that excited me. She was a good companion and lots of fun, but our relationship was just kind of a "place holding" thing for both of us.

We were always doing things with our friends and wherever we went, in all kinds of situations, Franny was there with Bob. So I got to see a lot of her - at concerts, camp-outs, bike rallies, you name it. My admiration for her steadily increased along with my regret for missing that first chance with her. Occasionally, something would happen to intensify my obsession with her.

One afternoon, for example, I was on my hands and knees doing some gardening, if you can call scratching around in gravel gardening. Franny and three of her girlfriends had come over to spend another of those afternoons hiding out from class. Bob was at work and Franny was restless, I thought, acting a little edgy. Coming up behind me, she told me how thirsty they all were. "You gonna dig all afternoon, dude?" she asked. "How about a beer?"

I turned my head toward her, still on my knees. She was so close I could have kissed her leg (which I considered but thought better of). As I raised my eyes in the direction of her face, I saw an overall picture of a teasing young female, sun at her back, one hand on a hip, hips cocked to one side, head tilted to the opposite way. I lowered my eyes from the bright sun and stopped short, astounded at what I saw! I had a clear view right up through one of the loose legs of her denim cut-offs and saw she was wearing no panties. I was staring right at Franny's little slit, hairless but for a tiny, well-trimmed patch at the top.

My eyes froze there and I didn't move for at least an hour - I'm SURE it was an hour, although I never figured out what she did that whole time, nor why she never said anything for so long. I gotta tell you, though, that image crystalized in my mind and has given me hundreds of great hardons to play with through the years.

Finally, feeling guilty and weak in the knees at having seen her perfect little naked pussy, I remembered myself and moved my eyes on up only to have the wind knocked out of me again. Now I could see clearly under her loose cut-off Tee-shirt, where two of the perkiest little breasts that ever powered a wet dream were floating in the balmy spring air. Little dark nipples stuck out just enough for lips to grasp.

Now, I'm a bottom man, actually, usually preferring the soft roundness of a fine ass over the best of breasts. But these were... well, they were the fine little titties God would create for his own hands, I'm certain. (I always thought God, like me, preferred slender, or downright skinny, girls.)

I wasted another hour staring at them before I regained a sense of time and shook my head to restore consciousness, thinking, "Thank You, God! Thaaannnk You!"

"Welllll?" Franny asked again, insistently, jolting me back to reality. "I asked you if you're ready for a beer, or what?"

"Wh-wh-wh-what?" I mumbled, irritated at reality.

I think it was then Franny figured out what it was that had stunned me into such an uncharacteristic and stupid speechlessness. Laughing a little, she repeated as if speaking to a child, "I... S-A-I-D, dude... you ready for a beer?"

The haze clearing, I replied, "Oh, yeah... sure Franny... let's go," my cramped legs raising me upright, where I was faced with the surprising fact that my cutoffs were protruding in front like a pup- tent. I bent forward, trying to hide myself from her. Hell, I should have stuck myself right out there, proudly.

Franny didn't miss a thing, though. Checking me out with a quick glance of those dark browns, she just arched an eyebrow, breathed a "Ummmm-Hmmmm," and walked self-pleased (I thought) to the to the house, me following like a puppy on a leash. I saw a little one- sided smile curling her lips.

Returning to the present, I shook my head to clear those memories from years ago and found myself back at the Caf� de Oro, seated across the table from Franny, enjoying our coffee in the after-glow of the tender, aged beef we had washed down with smooth, red Silver Oak cabernet.

Had it only been three days ago that we'd run into each other again at the mall? We'd found a quiet seat at a coffee shop and talked for an hour or so, loosing all track of time, excited to see each other again. Eager to renew our friendship - and maybe more - I'd asked her to dinner. She and Bob had broken up several months ago and, being free, she readily accepted. A taste for classy restaurants was something we had long shared, something our burger-'n-fries biker crowd never understood.

Now, my appetite was satiated and I was feeling other hungers, other urges. I wondered if Franny was, too. We'd held hands across the table for a few minutes, and our conversation had touched on "experiences," then "affairs," and finally topics of a more intimate nature. I confessed my long fascination with her, and in a momentary lull she sipped her coffee, then set her cup down and tossed out that shocker: "I like to be... licked... you know... down there."

I nearly fell out of my chair, caught by complete surprise. Franny's directness often hit me that way. I caught my breath, cleared my throat, and licked my lips, stalling to get my shit together before I responded. She waited patiently, smiling at my obvious discomfort.

But I was encouraged by her frankness. Finally, gazing squarely into her liquid eyes I said, "Franny... I can't tell you how many times I've dreamed of... tasting... you since that afternoon in my yard, years ago. You probably don't remember that day, but..."

"Oh, I remember," she interrupted. "I remember it very well, and I've thought about it many times since. I'll tell you something else, Jim," she added - I noticed she'd dropped the "dude" and was now talking to the real me, to Jim. "That day back then?" she went on, "Well, I never got a chance to tell you about it, but I was really... horny... that day, and I slipped off my panties at school before coming to your place. I hoped I'd find a chance to flash myself to you. And I guess I got my chance, even though nothing came of it, huh?"

"You're kidding! You planned that?" I croaked hoarsely, reaching under the table for her hand. "I wasn't even sure you knew what I saw."

"I kid you not... and yes, I did plan it," she assured me, squeezing my hand and pulling it against her upper thigh. "When you looked up at me, there was no way I could miss you staring right at my... ummm... my crotch. Oh yeah, I knew immediately that you could see my... uhhh... you know, my 'box.' I was only sorry we didn't get a chance for it to lead to something."

She said that word, "box" softly and clearly, the sound of it not tough but feminine, sexy, reminding me of herself as the beautiful teen who one afternoon at my house had joked, "Hi, I'm selling Girl Scout cookies; want to buy a box?" as she threw open a make-believe coat, hips akimbo.

This time, as her lips formed the word, I noticed that she kind of snuggled her bottom down into the soft leather of her chair, a move that reminded me of a woman pressing herself down onto a man, trying to impale herself that last micro-inch. My prick jerked in my shorts at that, and I knew I was going to have a big wet spot on my slacks.

"One thing, though," I told her. "Seeing you that day was by no means for 'nothing,' as you put it. That image was burned into my brain. You wouldn't believe how many times I've recalled it through the years, how many women I've been with, seeing not them but y-o-u, Franny. No, it wasn't for nothing."

She smiled at that, her eyes twinkling moistly. "I have to tell you, though, Jim" she said, "These days, I'm pretty much... how do I say this?... well... I like girls, you know?" she said looking away briefly as my heart nearly stopped.

But then she softened the blow a little, "But ever since I first met you, I've had... thoughts... about you..." her words trailed off, her tongue flicking quickly to wet her lips; now she was the nervous one. "...about you... going down on me," she added. Another jerk in my pants, a bigger spot to betray me.

Then another surprise: "The thing is," she said, hesitantly, "I don't want to fuck, and I won't give you head. I just want you to pleasure me with your mouth and hands. But it's okay if you want to play with yourself, and I'll play with you. And you can kiss and lick me all over in any way you want, for as long as you want."

Franny said all this very softly, with a lustful look in her dark eyes that somehow made it more palatable to me, in spite of my horny male ego being somewhat defused. In fact, the surprise of all these words coming from her young lips astounded and fascinated me, turning me on even more.

Well, I thought about her proposition for, Ohhh, about three seconds I guess before I swallowed my pride and accepted her strict, tough terms, "Okay, Franny. If that's the way you want it. Whatever you want. For as long as you want." At that, she pressed her lips together in a half-smile, acknowledging my surrender, then nodded. "Then we're on, Jim," she whispered.

As we prepared to leave, I stood, dropping cash on the tray for the check and tip. "But first," I said quietly into her ear, "we've got to get out of here and I've got a raging hardon I need to hide. Let me carry your coat?"

She giggled at that as she handed me her coat, glancing down to check things out where my slacks were tenting out. The large, round, wet spot was obvious. "I think we're both going to enjoy this night," she said as she walked in front of me to further hide my display of grand tumescence.

In the car, driving the few miles to my place on the slope of a foothill overlooking Denver, she snuggled close to me, hand on my leg. On the radio, I remember, Janice Ian's long, soft "Stars" tone poem was playing, rich, throaty, full, adding a perfect backsplash for the ride.

In a few minutes, Franny broke the silence, asking me softly, "You remember how I told you I'd removed my panties that day back then, hoping to flash myself to you?" she asked.

"Yesssss," I replied, interested, my hand laying warmly on her thigh.

She turned and whispered into my ear, "Well, Jimmy, my sexy Irish dude, I did that again tonight. Feel this." With that, she guided my hand under her skirt, pressing my palm on her cool, bare thigh, then slid it up until I was touching her naked, wet, very warm, smooth and hairless mound. I nearly lost it right there, holding back an immediate ejaculation only by a Herculean effort of muscular and mental control.

"Damn, Franny," I sputtered, "I can't believe you, you wonderful, sexy woman." My middle finger already was sliding up and down her smooth, slippery slit. I had just penetrated between those sweet, moist lips to delve into her, when she gently pulled my hand away from her and out from under her skirt.

"Now taste me," she murmured, her tongue flicking into my ear as she raised my hand to brush my finger against my lips. I inhaled her rich and heady feminine aroma, then opened my mouth and sucked her musky liquor eagerly from my finger. It wasn't exactly sweet, but I it was like nectar to me. I could only utter a low moan of pleasure, dying for the moment when my face would be between her thighs.

"You're making me crazy, you know that, don't you?" I said to her, leaning over and brushing her lips with a quick kiss. "I'm dizzy with wanting you so bad!"

"Pay attention to the road, mister," she admonished, reaching over to play with my throbbing prick. Feeling how hot it was, she gave it a long, hard squeeze that relieved for a minute the intense expansive pressure of all that blood my heart was pumping in there. It felt so good I growled. She grinned and snuggled.

My memory of the following 15 minutes or so are sketchy. I recall we kissed passionately in the hallway, pressing our bodies together everywhere. There's a flash of remembrance of the delicate scent of perfume her hands left on the inside of her gloves that made my head swim when I inhaled it. Another flash: standing behind her on my balcony, arms around her, my face buried in her hair as we looked out over the lights of Denver spread below us like a fantasy, her fine young buttocks pressed tightly into me in the chilly mountain air.

The next thing I remember clearly is Franny lying nude on my bed, a full-blown woman, all golden tan, her lush black hair surrounding her face, her lips, full and scarlet, smiling down at me. Her half-lidded smokey eyes fixed on my face, already between her thighs as I busily nibbled and kissed up and down the soft insides. My arms snaked under her, one hand cupping the roundness of her bottom to lift her to my mouth, the other rubbing little circles high on her mound.

My penis was extended to the max, crystal-clear fluid flowing into a growing pool of moisture on the sheets, me pressing into the mattress as I feasted on her. Franny's hands were tangled in my blonde hair, following the movements of my head. She moved her pelvis in slow circles, timed to the motion of my lips as I kissed first one thigh then the other. Her continuous moans and sighs told me she was in her own sugary heaven.

When my lips moved from her slick thighs to plant first light kisses on the outside of her slit, she tilted her pelvis, presenting herself fully to me. I filled my brain with visions of the details of her pussy, fixing them forever in my memory. Her outer labia were thin - almost transparent - the edges lightly rippled and scalloped, a slightly darker band lining the edges. She was tan between her thighs, a slightly paler pattern defining the shape of the skimpy thong-bikini in which she obviously sunbathed. Her flesh was smooth, cleanly shaved, delicious, except for that small patch.

When Franny had first seen me step out of my briefs, her eyes had widened in surprise when she noticed that I, too, was cleanly shaved. It was a habit I'd gotten into because it made my penis and scrotum so much more sensitive. "I've never seen a guy shaved before," she exclaimed, pleased. "I love it!" She ran her hands over me endlessly, feeling the unusual combination of male hardness and hairless flesh. I finally had to stop her to avoid an early ejaculation and to let me start my own explorations.

Now I sucked those flowery labia lightly into my mouth one at a time, first left then right, licking up and down her slightly-parted slit several times after each mouthing. Then my tongue played lightly between those folds at the top, uncovering a small, well formed clitoris that presented itself proudly to my lustful eyes. It looked for all the world like a miniature circumcised prick, all tiny and glistening.

I gathered saliva in my mouth, then sucked the little shaft into that hot wetness, feeling a shudder consume her body in response. A tortured, "Uhhhhuuhh, God Jim!" escaped her as she caught her breath sharply.

For a time, her eyes had watched my every move, eyes wide, missing nothing. Now, though, her eyes squeezed shut as she let go and lost herself in pleasure. Her legs stretched out, toes pointed, her thighs compressing my head in convulsions which I had started with my adoring ministrations on her clitoris.

Soon I sensed she was building to her first climax. I encouraged her, repeated the licking up and down, breathing hotly onto her little shaft, then sucking it into fresh, hot saliva, each time flicking it a few times with my rough tongue. The entire length of her body stiffened more, her thighs pressed harder against the sides of my head. Her back arched higher, hips lifted from the bed.

Then with my tongue, I probed as deeply inside her canal as I could reach, withdrew, scraped its rough texture lightly over her clitoris again while drooling hot saliva and breath through pursed lips onto the perky little staff, then probing back inside her again in a repeat of the entire treatment. Again and again I gave her this loving, swirling, oral treatment, grinding my hardness in circles against the mattress. Finally, I felt her stiffen and arch high, then stiffen more and arch higher, pressing thighs so forcefully and painfully against my head I thought she'd crush my skull... until...

Franny came with a great release of pent-up breath and a long "Aaaahhhhhhhh, FUCK! Uuhhhh... uhhh!"

Franny's lustful noises turned my own heat up unbearably. She was terribly overcome with lust and pleasure, which was exactly what I wanted. Pretty much beside myself now, I rose to my knees, grasped my long- tortured cock, pointed its deep-purple head toward her belly, and began to stroke him, thinking to cum on her belly and finally relieve the enormous pressure I'd been enduring.

But just then Franny opened her eyes, saw what I was intending. Without a word, she reached down, brushed my hand aside and took him in her hand. Her other hand around my neck, she pulled me off balance and I fell onto her body. To my astonishment she separated the lips of her molten-hot pussy with my glans, then guided me straight inside her.

"But... she said she didn't want to fuck," flashed through my overheated brain, but just as quickly I forgot all about that as I felt myself clasped in the paradise of Franny's cunt. I just accepted her gift and pushed into her strongly.

God! I would have entered her with my whole body if I could have. She heaved up to me, opening completely as I buried my cock fully inside her wet quim in one long stroke. All the way to my balls, until they pressed snugly against the flesh of her naked crinkled bum.

My brain was on fire, my bloated nuts were desperate for release. I knew I couldn't last. Only a few-dozen deep strokes in and out of her, some circling, some deep and holding while she moved. Finally, I could wait no more. I pushed all the way in, arched and held myself there while a great burst of pleasure started deep below my balls and rose powerfully up the core of my shaft to spew repeated jets of liquid fire deep into Franny, great, hoarse groans of relief and pleasure roaring from my throat.

Feeling the raw lust of my orgasm deep in her, she suddenly stiffened and arched against me again. Surprised, I felt myself flooded with a wetness like I'd never felt before. It was overwhelmingly hot, extremely intimate, a flowing that washed over me, magnifying the last spasms of my own climax so forcefully I nearly dropped into unconsciousness. My head pounding furiously, I fell to one side of her. Both of us breathed rapidly, deeply, fighting to replenish our oxygen-starved bodies.

When we regained some semblance of normalcy, I mumbled, "I thought you didn't want to fuck, Franny."

She sighed and turned to face me, lacing a leg over my hip to bring her body closer to me. She kissed my lips softly, damply, the musky odor of our lovemaking rising like steam from the two of us, her hand on my cheek. "Well, baby, I didn't think I did. It's been a long time since I wanted to fuck a man, and it will probably be a long time before there's another." Then she added, "But tonight, it was just right, and when we got there it was so natural there was no reason not to. I guess I've been wanting you deep down since I was 17."

"Hmmm," I said, my limpness oozing slick moisture onto her thigh. "I thought you were 18 when we first met, not 17."

"Ummmhmmm," she chuckled, "I lied because I figured you guys wouldn't mess around with a 17-year old. Was I right?"

"I dunno, Franny," I replied. "You WERE adorable, and I doubt that either Bob or I would have turned you down back then. But," I added with a sly grin, "it's pretty sexy thinking about you being only 17 then." Pleased with my reply, a smile spread across her face.

Then, remembering that intense wetness as I came in her, I said, "I'm curious, Franny. When I was inside you there at the last... and you came... it seemed like my cock was flooded with moisture ... ?"

She laughed deep in her throat, placed a finger across my lips. "And you want to know what that was, right?"

"Yeah," I answered, "but don't get me wrong. I l-o-v-e- d it."

"I'm glad you did. It can be embarrassing if a partner doesn't dig it," she said. She stroked my prick with her thigh, spreading the after-cum there and tickling a restart of the blood flow, stiffening him a bit. "I'm one of those women who sometimes ejaculate, or 'squirt' during orgasm. Only some of us do it, and then only some of the time... usually when Im really turned on. It's not pee, it's clear, odorless, and it's clean."

"Like I would be offended by any of your sexual juices, anyway!" I said with a chuckle.

"When it happens," she continued, "it makes my orgasm extremely intense. But I have to really trust my partner." That made me feel great. It also made me hope for a replay sometime.

I licked her hand softly to taste it, and I saw her eyes close at the heat and roughness of my tongue on her palm. A new beginning, I thought...



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