If you read my fantasy (Part 1), you know that Yvonne was teaching me, an inexperienced twenty-three-year-old young man, how to eat pussy. And you also know that Yvonne was forty-five.

Apparently, I’m a quick learner, and within weeks, I was doing everything Yvonne asked for. According to her, my technique was excellent. And because of my age, my stamina was sometimes more than she could handle. Sometimes she begged me to stop; pulling me by the hair away from her pussy.

One thing that’s apparently different, at least according to Yvonne, is that boys my age, in addition to stamina, think there is a limited amount of pussy in the world, and if they don’t get it now, it’ll be gone.

The other thing is our cocks. Yvonne told me that her last husband was forty, and his cock stood straight out, parallel to the floor when he was hard. Mine stood straight up, almost touching my belly button. When I stood up after eating her, Yvonne would say, “There’s stiff cocks and then there’s young stiff cocks,” then she’d shake her head in awe.

You know I was a virgin when we met, and the way Yvonne fucked me, I just couldn’t get enough. She had me hooked after that first blowjob. The first one I’d ever had.

Here was a typical Friday night. I’d come to her apartment overlooking Lake Michigan. “Kevin, it’s been a long week. I’ve been looking forward to seeing you.” She always wore something that would cause the bulge in my pants to start to move. To be fair, at my age it didn’t take much. Usually, it was something shear or so low cut that her tits were almost fully exposed. Tonight, it was a dressing gown, and right away I could tell, she wasn’t wearing any panties.

“Yvonne, I’ve missed you, too. I’ve been counting the days and hours.”

“What were you looking forward to?”

“I haven’t been able to sleep just thinking of eating your pussy.”

“Well, come this way, young man.” She led me to the couch which sat in front of the picture window overlooking the lake. It was her favorite place to sit, while I was on my knees. She’d already poured me a glass of wine.

Yvonne sat down, spread her legs. “Kevin, is this what you’ve been dreaming about all week?”

“I think your pussy gets more beautiful every week.” I’d taken off my blazer but otherwise was fully dressed.

“Kevin, you’re making me wet already. You like looking at my pussy, don’t you?” She spread her lips for me.

“Like I said, you’re so beautiful, but you know I want to more than look at it.” I dove in, and began to lick it. Slowly at first. Just savoring her taste; her fragrance.

“Hmmm, hmmm, that’s my good boy. I’ve been waiting all week for your tongue. Kevin, do you know at night I let my fingers play with my pussy, thinking of your tongue, but the real thing is so much better.”

After her first orgasm, she insisted that I get undressed. Like she said, my cock was pointing at the ceiling and was as taut as a violin string. “Kevin, one more time, do me once more.”

Dutifully, I got back on my knees. It took longer the second time for Yvonne to cum, then she dragged me to bed. We’d already done the foreplay thing. “C’mon Kevin, fuck my pussy. My pussy needs your cock.” Her pussy was definitely ready, and my cock easily slipped in.

For the next hour, we fucked the shit out of each other. I have to admit that Yvonne fucked the shit out of me, more than I fucked the shit out of her. That woman just couldn’t get enough of my cock. I think it had something to do with the way I ate her. We were both drenched in sweat and exhausted when I finally came.

Something strange happened one Friday night while she was on the couch and I was on my knees. The phone rang. She picked it up, and then immediately hung up. They called right back, and then again. “Kevin, this might be important. Just lick me for a while. I promise I’ll make it up to you.”

Later she told me that she didn’t want to have an orgasm while she was on the phone. “Kevin, you know how loud I get; besides, you satisfy me just running your tongue up and down my slit. I know you like it, too.”

It was her old, and dearest friend, MaryAlice Matthews on the phone. They’d gone to grade school together. Yvonne was her Maid of Honor, but within a year after getting married, her husband, Joe, was killed in a car accident. That was twenty years ago.

They hadn’t talked in about a year, but the last time they talked she confessed that her husband was the last man she’d had sex with. Twenty years!

I could hear her talking, although my concentration was on Yvonne’s sweet pussy. She sounded a mess. She was complaining about no men in her life, and that she’d never get laid. She went on and on, and Yvonne listened because that’s what good friends do. Occasionally, she’d rub my head, hold her hand over the phone, and moan softly.

It wasn’t that MaryAlice didn’t try to date, it was just that she compared every man to her late husband, who was, according to Yvonne, a good guy, but over twenty years, at least in MaryAlice’s mind, he had achieved sainthood. No guy could compare, and that was long before the dating got to the sex stage.

After they hung up, I started on her clitoris. Her orgasm was as intense and loud as ever.  Then Yvonne took me to bed, and although I knew that her pussy badly needed my cock, it always did after I ate her, she gave me a blowjob. Not just any blowjob; she sucked and sucked, and sucked some more. Every time she came up for air, she’d say something like, “Kevin, I can never make up for what your tongue does to me, but I’ll try. I’ve never sucked a cock so good. I want to suck it all night.” Or, “Kevin, sucking your cock makes me cum. Thank you for letting me suck it.”  In fact, she spent hours sucking my cock, and seemed to enjoy every minute of it. Me, too.

Lying next to me in bed, Yvonne said, “Kevin, I love being with you, and I want us to continue to see each other, but I need a favor. A big favor.”

She explained about MaryAlice. “So, you want me to fuck your best friend?”

“Yes, she needs it, but Kevin, not just fuck. I’d want you to eat her, too, and when she was first married, I remember how she’d brag about giving Joe blowjobs. She said it was the greatest thing ever. You might get lucky there, and if you’re not, I promise I’ll make it up to you.” Her hand went to my cock which hadn’t recovered yet from her previous mouth work.

“Like you just did?”

“Oh yeah, but I need to convince MaryAlice. She needs to understand that she doesn’t need to compare you to her husband. She just needed to get fucked.”

The following Friday Yvonne met MaryAlice for a drink at a bar just around the corner from her apartment. I was waiting upstairs and Yvonne was already packed for a weekend at Lake Geneva. If MaryAlice agreed to see me, Yvonne would give her a key, and Yvonne would be on her way to the lake. If she declined, Yvonne would come upstairs and I’d get to eat her pussy. I think the kids today call it a win-win.

Later Yvonne told me what happened. “After MaryAlice rambled on and on about bad dates and no dates, I told her all about you. And when I say all, Kevin, I mean ALL. I took her by the shoulders,  “Listen to me, Kevin has agreed to fuck you this weekend. The whole weekend. I won’t be back until Sunday afternoon. There’s no comparing him to Joe. This is just about getting fucked.”

“Yvonne, I don’t need you to fix me up with dates?”

“MaryAlice, this isn’t a date. It’s just an opportunity for you to get laid.”

“How do you know he’ll like me?”

“MaryAlice, Kevin is twenty-three. If you have tits and a pussy, and are willing, he’ll like you.”

“Do you think I look alright? Am I dressed okay?”

“Damn it, MaryAlice. Ten minutes after you meet Kevin, I hope you won’t have any clothes on. And ten minutes after that I hope he has his tongue or his dick in your pussy.” I gave her a key. “I’m leaving, I’ll call you when I get home, or if things go well between you and Kevin, I’ll knock on my bedroom door.” Then I left. It was up to her.

When I heard the key in the door, I went to the foyer. I’d never met MaryAlice, but there she was standing in front of me. Short, attractive, blonde. A bit broad in the beam, if you know what I mean. After saying ‘hello,’ she said, “I suppose Yvonne told you why I’m here. I’m a little nervous.” She was also blushing.

“She did tell me. She also said you drink Merlot. I just opened a bottle that she told me was your favorite.”

“How thoughtful.”

I handed her a glass, “The view out the window over Lake Michigan at sunset is spectacular.”

“I know, I’ve been here before.” She put her glass down, “Kevin, I’m sure Yvonne told you it’s been years. Take it easy on me.” I put my arms around her neck, and we kissed. It didn’t take long for our tongues to start.

“I’ll go as slow as you want.” Then I unhooked the top of her dress in the back. She didn’t stop me, but hesitated. I kept going; unzipping her dress. The only thing that was holding it up was our embrace.

I stepped back a little, and there she was in a plain white bra, a slip, and pantyhose. The fact that her underwear wasn’t sexy, didn’t bother me. My cock was already rising.  Our tongues were back at it and she slipped off her heels. She was even shorter than I thought.

My hands went to her back and I started to undo her bra. “I’ll do it.” To be fair, except for that one girl in college, Yvonne, and the girls in Playboy, I didn’t have any experience with tits. All I knew is that enjoyed playing with Yvonne’s.

MaryAlice’s were barely worthy of the name. They were small bumps on her chest, topped with lovely pink nipples. Those nipples seemed oversized comparatively.

Given what Yvonne told me, I thought I’d have to lead the way. MaryAlice surprised me,  “Kevin, I think it’s time for you to take me to bed, but go slow, please.”

In Yvonne’s bedroom, she quickly took off her slip, pantyhose, and panties, and got under the covers. I was still fully dressed, but as soon as I was naked, and under the covers, I went straight to those titties. Of course, I wasn’t going to say anything about how small they were.

Although Yvonne had told her EVERYTHING that I’d done to her, MaryAlice still seemed surprised and a little shocked when I left her tits, and started kissing her stomach, and then even farther down.

She was indeed a natural blonde, and her pussy was covered by thin wisps of light brown hair. As I moved down, the blankets came off, and she was lying there completely naked. I think she was a little self-conscious. “MaryAlice, you’re beautiful. I hope you’re going to let me enjoy you.”

I started to kiss my way through her pubic hair. “MaryAlice, your pussy is lovely. I’m sure you taste as good as you look.” And then I started.

For the next hour, I was in Heaven. Her pussy tasted sweet. Of course, I had little to compare; just Yvonne’s. If all pussy tasted like hers and MaryAlice’s, I was going to eat a lot of pussy in the coming years. She had asked him to take it slow, but once I started,  “Oh God, Kevin, your tongue feels so good. Don’t stop, please don’t stop.”

I have no idea how many orgasms she had, but they may have been the first she’d had in twenty years. I wanted to make them memorable. I did everything Yvonne had taught me.

An hour later, she said, “Kevin, please come up here and fuck me. Fuck me, please.” I didn’t want to stop; that’s how good MaryAlice tasted, but my cock was ready to explode. I easily slide inside her pussy. I was sure my tongue had made it wetter than wet.  “Kevin, take it slow. It’s been ages.” That didn’t work when I was eating her.

I slowly pushed in, and then I did something Yvonne had taught me. I just stopped moving. I wanted her to take the lead. “C’mon, MaryAlice, fuck me nice and slow. Fuck me like you want to be fucked.”

MaryAlice started to move her ass slowly. She seemed to be enjoying the feeling of a cock inside her. I let her go on like this for a long time, but every few minutes I’d whisper in my ear, “MaryAlice, you have the sweetest pussy. You are going to let me eat it again later, aren’t you?”

“Oh god, Kevin your tongue was so good. Yes, I’m going to want it again, but right now...” She kept moving her ass and hips, not too fast, just enough to have the feeling; ya’ know, a nice comfortable screw. I wasn’t close to cumming. I just let her pussy enjoy my cock.

Over the last few hours, she’d said a lot of things I didn’t expect from a woman who hadn’t been laid in twenty years. “Kevin, take me to bed.” “Kevin, please fuck me.”

She surprised me as she still slowly fucked my cock, “Kevin, there’ve been a lot of firsts for me tonight, but I’m ready to give another one a try if you’ll be patient with me.”

“I promise. I’ll take it slow.” I was wondering what she had in mind.

“You’ve been so good to me. I want to feel your cock in my mouth.” Yes, I was shocked, and I’m young, but I’m not stupid. I didn’t hesitate. I pulled out and rolled onto my back. “I’m all yours.”

She didn’t waste much time. As soon as she was on her knees, she took my cock in her hand. According to Yvonne, who I knew had been around a lot of cocks, mine was a little bigger and fatter than most. I had no idea what experiences besides her husband, MaryAlice had.

“Kevin, don’t have any great expectations. Just let me have some fun with your cock.” There wasn’t much sucking, just a lot of licking.

From eating her pussy, and the fucking, my cock was so hard, standing straight up, and like MaryAlice said, she was having fun, and I hoped she liked it as much as I did. “Kevin, it doesn’t seem fair, I’ve already cum numerous times, and you don’t seem to be close. Would you mind if I just licked your head, and jerked you off at the same time? I want to make you cum.”

I laughed. “I’m all yours,” I said again.

She wrapped her right hand around my shaft and used her left to play with my balls. “I’ve forgotten how much I enjoyed playing with balls. The texture, and the feeling of them moving around in my hand.”

 While she was stroking my cock and playing with my balls, MaryAlice slipped her lips over my cockhead and licked it with her tongue.

It took a while, but when I was getting close, she took my head out of her mouth, “I want to watch you cum.” I think I surprised her when I shot my first load. It went straight up in the air. Involuntarily I moaned. As always it felt so good.

Then she surprised me, before I shot again, her mouth was all over my cockhead. Of course, there wasn’t as much the second time, but she swallowed it all.

“Kevin, I’m sure I’ve never seen cum shoot so high. That was amazing; like a fountain, and you’re delicious. I promise that before this weekend is over, I’ll taste it again.”

Later that night, MaryAlice and I were back in bed, and this time she wanted me to fuck her good. “Don’t take it easy on me this time. Give it to me. Fuck me hard.”

I was a little hesitant. After twenty years I wasn’t sure she was ready. She started bouncing up and down, “c’mon Kevin, give me that big cock. Ram it in my pussy.”

Once we started there was nothing like it. “Oh, my, Kevin. Oh, yeah. Just like that. That’s it, oh God, Kevin, your cock feels so good. Ram it in my pussy. Faster, that’s it. Don’t stop, please keep fucking me.”

Perhaps because I was 23 years old and had cum earlier, I just kept pounding MaryAlice’s pussy, and she seemed to enjoy every thrust. Neither of us wanted it to end, but of course, it had to. I was exhausted and rolled off her.

She kissed me on the cheek, “you were wonderful. Yvonne told me everything, but until I experienced it, it’s just wasn’t the same. Kevin, it’s like the difference between reading an erotic story and getting fucked like the characters in an erotic story. I feel like a character in an erotic story, and you were fucking the shit out of me. Get some sleep, I’m going to want it again in the morning.”

I fell asleep. I didn’t have to do much to convince her in the morning. I think I said, “MaryAlice, have you recovered from last night? Are you ready to fuck me again?”

And just like that, she threw off the blankets and spread her legs. The sleep must have done both of us good. It was bed rattling fuck. MaryAlice’s pussy just couldn’t get enough of my cock and of course, after a night of rest, my cock didn’t quit.

It was almost noon before we got out of bed. After a shower, she found a housecoat in Yvonne’s closet. It was almost see-through, which had my cock moving, but she gave me time to rest. I was thinking, she needed to relax too. I was sure that I’d worn her out.

It was nearing sundown when I remembered one of Yvonne’s favorite things, “MaryAlice, I’m going to grab a beer and watch the sunset. Join me?”

In minutes our tongues were dueling. “Kevin, you didn’t invite me here just to watch the sunset. Yvonne told me all about what happens on this couch.”

I slid to my knees. The housecoat came off, and for the next hour, my tongue played with MaryAlice’s pussy. By design, I stayed away from her clitoris but satisfied her nonetheless. Her soft moans and sighs told me that. When my tongue found her clitoris, her orgasms were like nothing I’d ever experienced or thought possible.

When she recovered from that first one, she rubbed a hand through my hair. “My pussy’s never felt like that. Yvonne has trained you well.” That just encouraged me. I didn’t stop until the sun had disappeared and the moon was rising over the lake. “Kevin, my pussy needs to feel your cock, but it seems only right that we change places, I want to do to you what you’ve been doing to me.”

This time there was some licking, but MaryAlice was adamant that she suck my cock properly, and give me a real blowjob. When she had my cock as far in her mouth as she could without choking, she pressed her lips hard against my shaft. I could feel the blood pumping; my cock straining to get even harder. It took a while, and the moon was high in the sky when I exploded in her mouth. “Hmmm, hmmm, hmmm.” She swallowed every drop this time.

“Kevin, that was amazing. I could feel your cock throbbing and throbbing. It was a thrill for me to feel your cock as hard as it could possibly get all because of what I was doing and then the taste. Oh my, you were scrumptious.”

“You were amazing.”

“I was so afraid that I’d bite you. I was so out of practice. I was embarrassed.”

“Why?”

“Imagine, a forty-five-year-old woman who doesn’t know how to suck a cock?”

“Oh, you know how.”

She smiled, “I wish I could do it again.”

“Perhaps in the morning,” I smiled.

When I work up Sunday morning, MaryAlice was in the shower. I thought how great it would be to start my day by eating her sweet pussy. Wrapped in just a towel, she came out of the bathroom, “MaryAlice, I think the perfect way for you to start your day would be a cup of coffee, sitting on Yvonne’s couch, watching the sunrise; no need to wear anything but that towel,” I smiled.

It was one of the best breakfasts I ever had. It lasted all morning, and then just like last night, MaryAlice wanted me for lunch. I sat back, looking over Lake Michigan while she was on her knees. That’s what we were doing when Yvonne came home.

I was sure she saw MaryAlice blowing me. “Oh, sorry. I’ll be unpacking, doing laundry and I’ll use the guest room. Don’t rush because of me.”

That wasn’t going to cut it for MaryAlice. As soon as Yvonne disappeared, she started going up and down on my cock. I was sure she was appalled to get caught, and wanted to get it over with, so she could get out of there. Between her lips going up and down, and the use of her hand, it wasn’t too long, “hmmm, hmmm, hmmm, Kevin you taste so good.”

I was just finishing in the shower, and MaryAlice was in Yvonne’s bedroom getting dressed when Yvonne came in. I overheard everything. “It seems like you had a good time with Kevin.”

“I am so mortified. I mean I’m not some teenager who got caught in the back seat of a car. How many times in your life has anyone walked in on you when you had a cock in your mouth?”

“Oh, don’t worry about it. I was hoping you had a great weekend.”

“I did. Thank you. It had been so long.”

“The question is, now what do we do? I’m certainly not going to give him up, but I’m sure you wouldn’t mind having Kevin’s cock in your mouth again.” Yvonne had always been blunt.

“And his tongue in my pussy. I couldn’t resist saying that.” MaryAlice laughed, but blushed. “I’d be happy with one weekend a month.”

“Speaking of pussy eating, what do you think of his pussy eating?”

“Yvonne, I love it. He makes my pussy sing. Don’t you love it?”

“I think after living on a sexual desert for twenty years, any tongue would seem great to you. For me he could use a lot of improvement. MaryAlice, with your help we can train him to be the pussy eater ever.”

“You mean it could be even better.”

“Oh, MaryAlice, you have no idea.” Yonne walked into the bathroom, and MaryAlice followed her. “Let’s ask him.”

I was just starting to get dressed. “Kevin, what if you spent three weekends a month with me, and one with MaryAlice?”

“Oh, man, that would be great. I get both of you?”

“Kevin, there’s just one thing. MaryAlice and I need you to become a much better pussy eater, and we’re more than willing to teach you.”

I smiled, “I get to eat both of you, even more.” My cock was starting to fill with blood. “Look, just thinking about eating you, has my cock hard.”

It wasn’t hard, but it was starting. “Yvonne, he’s all yours, I’m worn out. My pussy’s sore, my lips are chapped, my knees and neck ache. We’ll talk during the week. Thank you so much.” She kissed Kevin on the cheek, then Yvonne, and was gone.

Over the next months, Yvonne sat on the couch in her living room or at the cabin on  Lake Geneva, while I was on my knees making love to her pussy. And one weekend a month, MaryAlice invited me to her apartment where I made love to her pussy. To be clear, although there was some fucking and some blowjobs, most of the time I was using my tongue.

They explained to me that they had three goals in mind. First was technique. I had to become talented at licking, sucking, and massaging their clitorises. But technique wasn’t everything. I had to have stamina too. They wanted me to keep going and going and going. All night, if they desired.

Technique and stamina should be enough, wouldn’t you think? Not for Yvonne and MaryAlice. “Kevin, we want you to fall in love with our pussies. We want you to, more than anything, want to eat our pussies.”

It took a few months, but eventually, I achieved all three of their goals. According to Yvonne and MaryAlice, women old enough to be my mom, I was a world champion pussy eater; a marathon pussy eater.

One Saturday morning, I said, “Yvonne, last night was the best I can remember. I want more of your pussy today, all day.”

“Wouldn’t you like to fuck me, or perhaps I can entice you with a blowjob?”

“Those would be great, but honestly I’d be so happy if you just let me eat your pussy.”

I think she had an orgasm right there. “As soon as your done, I’ll have to call MaryAlice, but first Kevin, I know you’re hungry and my pussy is so ready.”

To be fair, Sunday morning, and I mean all Sunday morning, Yvonne sucked my cock. I couldn’t believe how much cum I shot in her mouth. Usually, she could swallow it all, but not this morning. More dribbled down her chin than she could possibly swallow, but damn she tried.

I was getting dressed when Yvonne called MaryAlice and told her what happened. MaryAlice was as excited as Yvonne was exhilarated. “Kevin, you should spend next weekend with MaryAlice, it wouldn’t be fair to make her wait two more weeks.

It might seem hard to believe, but over the next months, but according to Yvonne and MaryAlice I got even better. Sometimes during the week I’d call one of them and beg them to let me come over for an hour or two of pussy eating. “Yvonne, just eating, you don’t have to do anything, but sit back and let me enjoy your pussy, please.”