MRS. GOODWIN
By PenKnave193

When I was in junior high school in the mid 1970’s the administration made the progressive move of making, on a trial basis, two of the ninth grade PE classes coeducational. One was to be taught by one of the boy’s PE coaches, and the other by one of the girl’s PE coaches.

The boy’s coaches were very selective in their choices for this project: they only picked the best behaved boys, not necessarily the best athletes. I was one of those boys chosen.

While my buddies and I were waiting for the teachers to be announced we speculated and discussed whom we wanted to be our fist female PE teacher. The favorite was Miss Rodgers, a young and slender redhead. The least preferred was Mrs. Cole, a fat, elderly woman who liked boys about as much as she liked slime mold, and girls only slightly better. Mrs. Cole wore her graying blonde hair in a short and severe hair style that screamed ‘Butch!’ In the end it was Mrs. Goodwin who was my first lady PE Teacher.

This is the story of Mrs. Goodwin and me.

I got along well with Mrs. Goodwin from the start. I was well behaved with good manners. Mrs. Goodwin selected me to lead the group exercises that we did at the beginning of each class because I could bellow like a Drill Instructor. Also, I was entrusted with the running of little errands for Mrs. Goodwin, and that helped be get out of some of the more onerous games, like paddle tennis. Where Mrs. Goodwin and I really hit it off was with our enjoyment of running track. She had been on the track team when she was at university, and was glad to pass on some tips and pointers to me.

In those days the girl’s coaches wore baggy navy-blue walking shorts and light blue polo shirts with the school logo on the left breast. Mrs. Goodwin herself was tall, with long legs. She wore her medium brown hair short, with no real attempt to make in stylish. Her face, arms and legs were well tanned. She was not what would be called ravishingly beautiful, with a long somewhat angular, face. She had a sweet smile and her light blue eyes would sparkle when she did. One thing that I noticed early on was the surgery scar on her left knee. She told the class that she had landed badly doing a high jump and had torn the tendons so badly that that ended her track and field career. With all that said, I really liked Mrs. Goodwin as a teacher and as a person.

The highlight of the year in the PE department was the yearly school track meet, and this year the highlight was to be a head-to-head contest of the 4×100 yard relay: Mr. Hannigan’s coed PE class versus Mrs. Goodwin’s coed PE class. The ground rules were that each class would have two boys and two girls on the relay team, and they could run any leg. After try-outs and practice I was selected to run the anchor leg of this important race.

When the day of the track meet finally arrived I was ready. I did well in my other events: the standing and running long jumps; and the 50, 100 and 440 yard dashes. The 4×100 relay was the last event of the day. I won’t bother with the detail of the race, just suffice it to say that Carla gave me a two-stride lead going into the anchor leg, and I never looked back.

I stuck around after the meet to help put away the equipment and bleachers. When that job was done I headed to the locker room to shower and change. When I was ready to leave school I went by the girl’s PE office to say good-bye to Mrs. Goodwin.

When I entered the office I didn’t see anyone.

“Hello! Mrs. Goodwin?” I called, “its Andrew.”

“I’m here in the back,” came her muffled reply. “Come on back!

If the girl’s PE building was laid out like the boy’s, I was headed towards the coaches locker room.

The door to the locker room was about halfway open, so I poked my head in. Mrs. Goodwin was seated with her back to me on the bench in front of her open locker. She only had on her bra and full sized briefs: ‘granny panties.’

I stammered an apology and started to withdraw. My thoughts were in a jumble. I was startled, embarrassed and turned on all at once. Mrs. Goodwin looked over her shoulder with a smile.

“Come on in, Andrew. I won’t bite.”

I entered the locker room, still staying by the door, ready to make a hurried exit if needed.

“You did a great job at the track meet today, Andrew.”

“Thank you, Mrs. Goodwin.”

“‘Mrs. Goodwin’ is too formal for friends, Andrew. When we aren’t in class you should call me ‘Joan.’”

“Ah…Okay, Joan,” I sort of stammered. She said we were friends, I liked that. I had always been fond of Mrs. Goodwin. In a heartbeat I realized that all along I had a crush on her. Mrs. Goodwin had shown me nothing but kindness, and I always wanted to please her. My mind was in a whorl. Here I was, talking with my PE teacher, in the coach’s locker room, while she was wearing only her underwear. And she was acting as if it was the natural thing in the world to do.

“I’ve enjoyed having you in my class this semester, Andrew. You have always been such a nice young man.

“Thanks, Mrs. Goodwin,” I said falling back into formality. “I’ve liked being in you class.”

“Just another couple of weeks and you’re off for the summer. Any vacation plans?”

“I don’t think so. Mom has to work, and I’m going to Summer School at the high school.” My mom had a rule: unless I had a paying job I had to go to summer school.

“Andrew, would you be a dear and undo my bra?” she asked.

I would have walked on the ceiling if she had asked me to! I stepped over to Mrs. Goodwin. I knew how bras were fastened, having helped my mom sort laundry. I undid the three hooks and gently let my hands fall to my sides.

Joan took the straps off of her shoulder and tossed the now empty bra into her locker.

This was in the days before sports bras had even been thought of, so Mrs. Goodwin had to wear her bra tight to keep her breasts from bouncing too much. I saw the deep marks on her shoulders from the straps, and I felt sorry. I don’t like to see anyone suffering. On impulse I reached up and started to massage her shoulder and neck. The simple act of touching her bare skin made my penis stir in my jeans.

“Oh, Andrew, oh…yes, that feels so good,” she said rolling her neck in enjoyment.

I worked my way lower down her back. I started to really massage deeply. I could feel the tension squirt out of her muscles, like toothpaste out of a tube. Joan leaned over so I could reach her entire back.

After several moments she let out a deep, satisfied sigh. “Thank you, Sweetie,” Joan said looking back over shoulder. “You do that very well.”

“Thanks, Joan.” I was looking at her panty clad bottom. Her briefs were of thin white cotton, so there was just hint of flesh underneath: a very intriguing sight for a fifteen year old boy.

“You’ve had a good look at my back, Andrew. Would you like to look at my front?”

I was dumbfounded! Here was a mature woman inviting me to look at her breasts. Not some furtive peeking at some classmates budding titties, just come on and have a look.

It took me a moment or two to find my voice again. “Yes, Mrs. Goodwin, I would like to look at your front.” I did not trust myself to say the word ‘breasts.’

I sidled around the bench until knees were almost touching. I could not really take my eyes off of my shoes. I was embarrassed and scared that something awful was going to happen.

“Don’t worry, Sweetie,” Joan said in a reassuring voice. “They won’t hurt you.”

With that I looked up. All guys want to have something sophisticated or cool to say at a time like this. “Gee, Mrs. Goodwin, what did you do to make them so beautiful?” is what I blurted out.

She threw her head back and laughed. I had the pleasure of seeing her breasts jiggle as she laughed. My penis was making its presence known by its incessant pulsing.

Mrs. Goodwin smiled at me as she reached out and touched my cheek. “Andrew that is the sweetest thing anybody has said to me in a long, long time.”

“What about Mr. Goodwin?”

Joan sighed again. “He doesn’t look at me all that often anymore.” My parents had been divorced since I was five years old, and too young to read the signs. I didn’t know that intimacy was often an early casualty of marriage.

I now took the time to have a good look at Joan’s breasts. They were full, sort of pear-shaped, and low slung with large pale pink areolas and prominent nipples. She turned a little left and right so I could see them from several different angles. They were very nice. My penis was threatening to burst out of my jeans.

“Have you ever seen a woman’s breasts before?”

“No.” I was too absorbed in staring at her breasts to reply with more than monosyllables.

“Not even in a magazine?” Joan asked playfully.

“No…Well, maybe once or twice,” I admitted.

“Sweetie,” Joan said softly, “I want you to touch them.”

I must have given her a look of blank surprise because she nodded her head at me and smiled again.

Slowly, in part wanting to savor the moment and part apprehension that I was going to wake up from a dream, I reached out to Joan’s beautiful breasts.

The moment that I first touched Joan was an instant to remember. Her breasts were soft, yet at the same time firm. And they were warm to my touch. Purely out of male instincts I began to gently squeeze and caress them. My efforts were rewarded by the magical feeling of Joan’s nipples becoming erect against the palms of my hands.

Joan moaned softy and put her hands on mine. “Oh Sweetie, that feels wonderful.”

All I could do was give a gentle squeeze as answer.

“Kiss them, Sweetie, kiss them!” Joan ordered breathlessly.

Reluctantly I released her breasts and knelt down between her legs.

I bent slightly to start kissing Joan’s breasts. I resisted the impulse to head straight for the nipple of her right breast. Instead I started my kisses at the base. With tender kisses I slowly inched my way across and down towards her nipple.

“Oh, Andrew,” she murmured, “You have the softest lips!”

As I approached the areola, I started kissing around the edge, gradually spiraling closer and closer towards the nipple of her breast.

“Oh Sweetie, you are such a tease!”

When I eventually reached Joan’s nipple, I gave it the lightest kiss, then another a little harder, and then I took the sweet jewel in my mouth.

Joan started stroking my hair. “Sweetie, that feels wonderful! Don’t stop. It’s been so long!” She then pulled me close, between her beautiful breasts. She kissed me on the top of head, and then she took my head in both hands and brought me up to kiss her on the lips. She gave me a very long tender kiss.

“We have to wait. We can’t let someone catch us here.”

I nodded dumbly.

“Can you come to my house, Sweetie?”

I found my voice again. “Sure, where do you live?”

Joan rattled off an address. It was only about two miles from campus in the opposite direction from my house. I nodded in agreement. It would not be too far of a bike ride. “I need to call my mom,” I said as I stood up.

“Use the phone on my desk.” Joan smiled again at me. “Now scoot!” she ordered playfully.

I had just settled in behind Mrs. Goodwin’s desk when Mrs. Cole came into the office. It was a good thing too: my penis making a huge bulge in the front of my jeans.

“What are you doing here?” she snapped.

“Mrs. Goodwin said I could use the phone to call my mom, Mrs. Cole.”

“All right,” she said, “Just make it quick.” She then did something very odd: she smiled at me. “You did an excellent job at the track meet today, young man.”

“Thank you, Ma’am,” I knew that it was best to be very formal with Mrs. Cole.

“I wanted to beat the pants off of Mr. Hannigan’s class.”

“Yes, Ma’am.”

With a nod Mrs. Cole headed back towards the locker room.

I picked up the phone and asked the school operator for an outside line. I dialed my mom’s work number.

“Hi Mom.”

“Oh hi there. I’m glad you called. I was going to call you. Ray has asked me to go out to dinner and a movie tonight.” Ray was my mom’s boyfriend. I was not that fond of him, but that is another story. “You’ll have to find your own dinner.”

“Then I guess it’s okay if I go over to Hal’s house then?” I said giving a plausible lie. Hal was my best friend and I often went over to his house on the way home from school.

“Of course, dear.”

“Maybe I can mooch a meal off of Mrs. Taylor.”

Mom laughed. Mrs. Taylor, Hal’s mom, had the well deserved reputation of being a really lousy cook. Hal often came over meals at our house. “Maybe you can, but there’s a casserole in the freezer if you’d rather.”

“Okay, Mom,” I said brightly. “You and Ray have a good time.”

“Sure thing. Bye”

“Bye Mom,” I said as I hung up the phone. It was all set. I knew that Ray would keep Mom out until at least midnight, so I had no constraints.

I figured that it would take Mrs. Goodwin another fifteen minutes or so to shower and change. I had enough time to go to my locker, get my book bag and then get my bike.

I rode over to the faculty parking lot, looking for Mrs. Goodwin’s car. I was very sure that she drove a Gold Duster, but I wasn’t completely sure. I cruised around the parking lot trying not to look like I was loitering. Sure enough, Mrs. Goodwin came walking into the parking lot and headed towards that Gold Duster that I had pegged as hers. She had changed into a nice pair of tan slacks and plain white blouse. I rode my bike over to her.

“Hi Mrs. Goodwin.”

“Oh hi, Andrew. Still here?” she said with a smile. She dug into the pocket of her slacks and pulled out a crumpled piece of paper. “Could you be a sweetie and throw this away for me?” she asked.

“Sure, Mrs. Goodwin,” I said taking the paper. I got up on the pedals of my bike. “Have a nice weekend, Mrs. Goodwin.”

“I’m sure I will, Andrew,” she called after me as I rode away.

Once I had saw Joan drive away I un-crumpled the paper she had given me. As I suspected it was her address and the notation ‘Give me ten minutes.’ That was an easy enough request to follow, and I figured that it would take another ten minutes of so to ride over to her house.

I gave Mrs. Goodwin the ten minute head start that she wanted, and then rode over to her house. I was right in my estimate of how long it took. Mrs. Goodwin’s house was a rather nondescript southern Californian late fifty’s era tract house. It was white with yellow trim, and a nice green lawn in front. Mrs. Goodwin’s car was in the driveway. I pulled my bike up in front of her car.

I had a kind of odd feeling in the pit of my stomach as I walked up to the front door. I liked Mrs. Goodwin, I was still turned on by what had happened in the coach’s locker room, and part of me wanted to continue, but also part of me wanted to run away. I took a deep breath, swallowed hard and rang the doorbell.

Mrs. Goodwin opened the door. “Well hello there, Andrew!” she said smiling at me, “Please come in. How nice of you to drop by.”

She led me into the living room. I noticed that was dark because the blinds were closed. She reached out her arms. I stepped up to her and we hugged for a long moment, nothing more. It felt so nice just being held by Joan, feeling her breasts against my chest. My penis was making itself known again. We then kissed on the lips. I was surprised when Joan tickled my lips with the tip of her tongue. I was ignorant of French kissing. With a little prompting I opened my mouth and let her tongue slip into my mouth. It was a weird feeling at but I sort of got used to it after a bit. I returned the favor and slipped my tongue into her mouth.

When we broke that passionate kiss, Joan patted my cheek. “Very nice, Andrew. You’re learning. Now, why don’t you have a seat on the sofa? Take off your shoes and stay awhile. I would offer you something, but I’m not used to having guests over to visit.”

I did as I was asked, and sat down on the sofa.

“I’ll be right back, Sweetie.”

I waited for what seemed like a long time, but was really just a few minutes.

When Joan came back in she was wearing a silky pink robe. She looked beautiful. She sat at the end of sofa.

“Come here, Sweetie,” Joan said patting the seat next to her. I scooted over to her. I was quivering in anticipation. This whole thing seemed like a dream. If it was a dream I wanted it to slow down so I could savor every second of it before I woke up.

She leaned over to me and kissed me on the lips again. It felt wonder again. Automatically I took her in my arms. Locked in our embrace, Joan gently leaned back, pulling me with her. I reached out and took her right breast in my hand and we kissed deeply and passionately. Joan worked her gown open and guided my hand to her bare breasts. I caressed those two perfect breasts.

Joan slipped her tongue into my mouth again. I was expecting it this time, so I let myself enjoy the sensation. With all of the simulation my blood was coming to boil. I broke our French kiss. I started smothering Joan’s face with kisses. My lips were everywhere: her eyelids, her ears, even the tip of her nose.

“Oh yes, Sweetie…Love me, Andrew, Sweetie, love me!” Joan murmured.

“I do love you, Joan!” I blurted out between kissed.

In her infinite wisdom she soon put her fingers to my lips. “Shush, shush, Sweetie. We have plenty of time. No need to hurry. Let’s just cuddle for a bit.”

Reluctantly I stopped my kissing. I rested my head on her shoulder, and she started stroking my hair, after she closed her robe.

“That’s it, Sweetie, just let me hold you.”

“You know, Andrew, dear,” Joan whispered in my ear after a few moments of silence, “I’ve always found attractive, since that first in day class.”

“I’ve always liked you too, Joan.”

“I’ve known that too.”

We just held onto each other for a while. To continue my cooking metaphor, I had clamed down to a gentle simmer, and I guess that Joan could tell it was time to turn the heat back up a bit.

“Andrew,” she said with a mock seriousness in her voice, “You have been neglecting someone.”

I gave her a baffled look.

She opened her gown to expose her left breast. I now knew hat she was talking about. Back in the locker room I only had the chance to kiss her right breast, and the way we had been reclining on the sofa it was my left hand that was free to do the feeling, so I was more inclined to reach out for her right breast. I knew what to do.

As before I started kissing the base of her breast and slowly worked my way towards the nipple.

“Sweetie, you just know how to please me.”

She took my left hand and guided it to her right breast. “We don’t want anyone to feel left out, dear.” Joan then murmured and stroked my hair. “Oh yes, Sweetie, suckle my tittie!”

I decided to be a little bolder and I licked the sweet bud of her nipple. This seemed to hit a nerve.

“Oh yes, Sweetie, oh yes,” Joan moaned softly. “Nibble on it, Sweetie.”

I felt a little odd at this request, but I gently took her nipple between my teeth. I did not want to hurt her.

“That’s…yes…that’s perfect, darling, Sweetie, Andrew, lover, oh yes!”

Without any prompting I changed over to her right breast and started kissing, licking sucking on that nipple.

After several minutes of that Joan stopped me again.

“You know, Andrew,” she said taking my head in both hands. “You have me at a disadvantage: you have too many clothes on. Let’s start by taking your shirt off.”

I obeyed and eased my OP polo shirt over my head and off. This was just the opening that Joan was waiting for. She kissed me on the right nipple. I almost jumped at the sensation. I had never thought of getting pleasure from my nipples, but the way Joan kissed them changed my mind.

“Oh, Joan,” I murmured. “That feels wonderful!” It was my turn to stroke her hair and kiss the top of her head. Her hair was soft and fine. It felt good under my fingers.

Between kiss she asked: “Did you ever notice that when I assigned color to the teams, I almost always had your squad change to red shirts? I liked looking at your chest.” She was referring to the individual squad teams in PE class. The boys wore reversible t-shirts: grey on one side, red on the other. To tell teams apart on team of boys would change from grey side out to red side out, or go with out shirts; and the girls, much as the boys would have liked to see them change shirts; wore these stupid looking red tie-on bibs. “I always liked it when you chose to go ‘skins.’”

When Joan had finished kissing and caressing my chest, she leaned back in the corner of the sofa. She opened her robe completely. She was wearing a very pretty pair of white briefs. They had a lace waistband and panels of lace that framed her mound. Much as I liked looking at her breasts, I could not take my eyes off of her pubes. My blood was starting to boil again.

“Would you like to kiss me down there?” Joan asked, noting my interest.

“Yes,” I whispered huskily.

“Then come here, Sweetie.”

There was something that I had to take care of first: I took off my jeans and socks, so I was just wearing my briefs. My penis was straining at the front. There was even a wet spot where I leaked a little in my excitement. Joan smiled as I stripped off my pants. She reached over and patted the prominence in the front of my underwear.

“Very nice, very nice indeed!” she complemented me. “I’ll attend to you later.”

I leaned over to her and kissed full on the lips. Taking my time had worked well before, so I figured to continue with a winning strategy. I kissed Joan’s lips for a few seconds, then I moved to her cheeks, the down her neck, down her chest with a slight detour to kiss under her right breast.

Joan who had been breathing heavily, jerked and giggled. “That tickles!”

I continued down her beautiful body. Joan was about fifty years old, so her tummy was a little soft, but I didn’t care. On impulse I rubbed my nose against her navel.

I slipped myself off of the sofa and knelt between Joan’s legs. By now I had reached the waistband of her briefs. I didn’t take them off; I kept kissing her through the smooth material of her undies. I eased my under her and held her bottom. I moved my lips closer and closer to her womanhood.

I had heard the locker room jokes about women’s pussies smelling like dead fish or rotten cheese. Joan had a very delicate scent, with just a hint of muskiness to it. I fell in love with the aroma of woman’s pussies at that moment, although, never did I find one that had as sweet a perfume as Joan Goodwin’s. (Yes, over the years I’ve come across women whose pubic hair was a rough as steel wool, whose vaginal juices were as thick as used motor oil, and who did smell like rotten cheese.)

When my lips first touched the soaking crotch of Joan’s panties, my penis felt like it wanted to burst. I knew that I would ejaculate in an instant if I so much as touched it. I kissed up and down the length of her vulva. I then kissed the crease where her legs joined her torso. There were wisps of fine pubic hair sticking out of her panty. I worked my tongue inside of her undies for my first taste of heaven. It’s hard to describe the taste, but Joan was light, thin and sweet.

“Oh Sweetie, take them off! Take them off, you tease!” Joan moaned.

In response I started easing her panties off. I stopped kissing her pussy, and as each little bit of skin was exposed I kissed it.

I was slightly surprised. This was in the early days of ‘The Penthouse Revolution’ when men’s magazines first started showing the pubic hair of their model. From the few times I had seen those types of magazines I knew that women had thick amounts of pubic hair on their pussies. As I’ve mentioned Joan was in her fifties, so instead of a thick, dark bush her pussy had a thinner coverage, as was graying a little bit. I didn’t care, the hair was long and fine textured and it felt good as I kissed across and down her mound of Venus.

When I came to between her legs I paused to take my first good look at woman’s genitals. Here the information from Sex Ed class was actually of some use. I did know the technical names of the various parts of a woman’s anatomy. Because of her age a bit of Joan’s labia minora were peeking out in what I would later to learn to a call a ‘butterfly.’ I thought it was a beautiful sight. Again I kissed up and down the length of her womanhood. The tastes and scents were driving me crazy. The pot was about to boil over, to continue my metaphor.

“Use your tongue, Sweetie!” Joan moaned. “Lick me, taste me, put your tongue in me, Sweetie.”

I did as I was told. The textures of the skin and fine hair, combined with the ambrosial taste of Joan were heaven on earth for me. I didn’t want to stop, and from Joan’s moans and murmured endearments, she didn’t want me to stop either. I parted her labia with the tip of my tongue. I licked deeper and deeper into the folds of her womanhood. The tip of my tongue found the sweet bud of her clitoris, and I caressed it lightly. I was totally surprised by the reaction.

Joan groaned, moaned, arched her back and clamped my head between her legs. She called out my name, and with an overarching ‘Sweetie!’ she collapsed.

I sat back on my heels. In my innocence I thought, for a brief moment only, that Joan had had a heart attack. I was reassured when she started breathing deeply. She looked so beautiful laying there naked except for her robe, which was wide open.

“Oh, Andrew, that was wonderful!” She said smiling at me. “You know what I want.”

I got up and sat back down on the sofa and closed my eyes. I may not have had an orgasm, but I was emotionally fulfilled. I had taken great pleasure in giving Joan her pleasure. I opened my eyes when I felt Joan move off of the sofa. She was positioning herself in front of me, kneeling on the floor.

“Turnabout is fair play, Sweetie.”

Joan leaned over kissed me on the lips. I reached out for her breasts. Gently she pushed my hands away. “Just lean back and enjoy, Sweetie. Let me do all the work now.”

She rubbed my chest and nipples as she kissed me tenderly on the face. As I had done for her, she worked her way down my torso. I did as I was told and leaned back. At least until she got to the lower edge of my ribs. She hit just the right spot and it was my turn to jump from being tickled.

“Oh, you like that?” Joan asked mischievously, “How about this?” she asked as she tickled the other side of my ribs with her fingers. I convulsed with laughter.

She smiled at me yet again. “I’m sorry Sweetie, I just couldn’t resist. Lay back again. I’ll be good. I promise.”

Joan resumed her kissing, studiously avoiding my ribs. When she got to my briefs she started easing the waistband down. My mind was racing and my heart was pounding. Joan was about to see my penis! No woman, except mom years ago, had seen my privates. I was struck with a sudden anxiety about my size, but I was enjoying myself too much to worry. I wanted Joan to see me.

Joan gently took my penis with one have and pulled my briefs out of the way. My fears were allayed by what she said next.

“Beautiful! Just like I’ve imagined, Sweetie.”

Of course I had masturbated, and enjoyed it very much. Now, with someone else, a beautiful woman handling my manhood it felt better than it ever had when I did it. Gently, knowingly, Joan softly pumped her hand up and down the length of my shaft. I was in heaven again. I closed my eyes to enjoy the overwhelming sensation of pleasure.

I was startled when I felt something warm and wet on my penis. I opened my eyes. Joan had taken my erect penis in her mouth and was bobbing her head up and down while she fondled my testicles. It was a wonderful sensation but I didn’t want it.

“No, Mrs. Goodwin, no,” I pleaded, “I don’t want to cum in your mouth.”

Joan removed her mouth from my organ. “I won’t let you, Sweetie. When that happens I gag and it ruins the mood.” She resumed gently masturbating me. “Besides, I want you to cum in only one place,” she gave me another mischievous look, “And that place is not here.” She took my briefs off the rest of the way and stood up.

She held out her hand to help me off the couch into a hug. Our naked, or almost naked, bodies touched. The sheer pleasure of feeling her soft, warm flesh against mine was magnificent. Her breasts were pressed up against my chest, and my penis was squeezed against her leg. We kissed again, my hands scrambling for her breasts and bottom, while Joan took hold of my penis again. I struggled with alternating hands to slip her robe off her shoulders. Shortly it joined the rest of our clothes on the living room floor. My manly instincts took hold, and I reached between her legs to touch her pussy.

“Yes, Sweetie, that feels so good.” Joan whispered in my ear as I slipped my finger between her labia. I rubbed around until I found her clitoris. She reached a small orgasm quickly. I was amazed at how sensitive she was.

Joan backed out of my hug.

“Come with me, Sweetie,” she beckoned.

I followed her gently swaying bottom down the hall and into her bedroom. It was obvious even to my inexperienced eyes that this was a woman’s bedroom: nice curtains, soft carpet, various feminine type knickknacks on the dresser and such. What I really noticed was the bed had been turned down so it was open an inviting.

Joan lay down, and adjusted the pillows. “Come here, Andrew, lay next to me so we can cuddle some more.” I took my place next to her and we eased into each other’s arms. Our lips met, and our hands roved.

I could not resist the allure of Joan’s breasts, so I wiggled down to kiss and fondle the while Joan played with my erect penis.

“Andrew, Sweetie,” she whispered, “Are you ready?”

“Oh yes, Joan, I’m ready.” My words belied my nervousness. The Sex Education unit that was part of the overall health class was useless at this time. I knew all about the difference between myosis and mitosis; the process of menstruation and a woman’s fertility cycle; and how the sperm and he ovum would come together to produce a zygote; but the actual way of bring the two together was not covered in the course material. There were still things one had to learn hanging around on grubby street corners or the boy’s locker room.

We rolled around so I was lying on top of Joan. She spread her legs and my penis touched her pussy. It was a marvelous and exciting feeling. I started to rub against her. Joan bent her knees and reached around and gently guided my expectant member into her vagina.

The sensation of entering a woman for the first time was, and is, an event really beyond the scope of words. It was warm, wet, velvety and a thousand other wonderful words. I knew what to do and I started thrusting. Ever the wise woman that she is, Joan wrapped her legs around my bottom to keep from falling out. Being hyper-stimulated I lasted only a minute or so before I had the most powerful orgasm of my young life. I groaned loudly and collapsed on Joan.

I was emotionally on edge. In the space of an amazing Friday afternoon I had been given my first adult kiss, felt my first woman’s breasts, seen my first naked woman, tasted my first pussy and now had my first experience of sexual intercourse.

My breathing was coming in heaving gaps and my heart was pounding when the sound of Joan softly crying entered into my world. That pushed me over an edge and tears welled up in my eyes.

“I’m sorry if I did it wrong, Mrs. Goodwin,” I blubbered, “I’m sorry! It’s all my fault.”

Joan clutched me to her breast. She stroked my hair as she rocked me back and forth.

“Shush, Sweetie, no, no, no, you were wonderful. It’s just that it’s been almost seven years since I’ve had sex with a man. That’s why I’m teary.” She kissed me on the cheek. “Oh, Andrew, you did more that that, Sweetie, you made love to me.”

“I came to fast,” I whispered sadly.

“Sweetie, I knew that you would. It wasn’t a disappointment.” I could tell by the change in the sound of her voice that her tears were finished. “It’s more that just getting inside a woman. It’s all the wonderful things we did before. Now we have all the wonderful things that come after.” She paused. “Besides, we still have more time. We’ll have another chance.”

“You mean it?” I asked earnestly.

“Of course I do, Sweetie. I’m trusting in the stamina of teenage boys.” She pulled the top sheet over us. “Now why don’t we just lay here and enjoy each other.”

So we lay next to each other gently caressing each other, and softly kissing. Nothing strenuous or overly stimulating, just enough to keep the pot simmering.

“Tell me Andrew, do you masturbate?”

“Yes.”

“Who do you think about?”

“Some of the girls,” I said evasively.

“Like whom?” Joan asked teasingly.

“Well, Carla,” I said naming one of the girls in my PE squad.

“She is a nice enough girl. I don’t think she realizes what a teaser she is with her knickers always showing.” Joan observed. “Anyone else? Like Terry?” she asked. “Her mother should buy her a stronger bra.”

All of the guys were horny for Terry. She was very buxom and single handedly made jumping-jacks a spectator sport. “Yeah I’ve thought of her too.”

“What about me?”

I swallowed. “Yes.” I admitted softly.

Joan laughed and gave me a big squeeze. “I had a hunch that you had, Sweetie.”

“I’ll never think of anyone else!” I promised emphatically.

Joan laughed again. “You dear boy.” She kissed me full on the lips again. “If you do ever think of someone else, don’t tell me.” With that she picked up the pace of our caressing and fondling.

I did not need much to arouse me again, and I got that arousal from caressing Joan’s pussy. She was still wet from both of us, so I was able to slip my right middle finger into her vagina easily.

“Oh Sweetie, yes, that feels wonderful.” Joan said huskily. Her breathing then became rapid and shallow. “Oh, oh, yes, Sweetie, lover, oh, don’t stop, oh, oh, oh.” She moaned, her words tumbling out faster and faster. She clutched me tightly and buried her head against my shoulder to muffle a scream of pure pleasure.

I was again taken aback by the intensity of Joan’s orgasms.

“Sweetie, you do that very well.” Joan said from my shoulder. “Now let’s do something different.” She rolled me on to my back. “You see, Sweetie, the woman can be in charge sometimes,” she told me playfully.

Joan draped her left leg over my legs. She rubbed my chest and kissed my face and nipples while she gently fondled my penis. I loved the sensations of her lips on my nipples and her hand on my penis. When Joan determined that we were ready again she knelt over me and slowly lowered herself onto my waiting penis.

For the second time that afternoon I felt the extraordinarily wonderful sensation of being in a warm and loving woman. Joan slowly bobbed up and down.

“You see, Sweetie, this way the woman can control the pace to her liking.”

What was to my liking was the face that her breasts were dangling in front of my eyes. I took hold of them and fondled and caressed them to my hearts content. I was able to take the nipples in my mouth as well.

“Oh yes, Sweetie, that is so nice. Yes…yes,” she murmured in pleasure.

As our climaxes approached Joan picked up the pace. I answered by thrusting with my pelvis to meet her strokes.

I moaned my pleasure, and with a cry of “Oh Joan!” I ejaculated deep inside her.

The sensation of my semen flooding her was enough to push Joan over the edge of her orgasm. She gave an inarticulate yell of ecstasy and she collapsed into my waiting arms.

We lay quietly in each other arms for several moments enjoying the feeling of each other’s warmth, and not wanting it to end. Regrettable things had to move on.

“Oh Sweetie, Andrew,” Joan whispered “You were magnificent. It’s been so long since I’ve felt this way. Thank you, Andrew.”

“Thank you, Mrs. Goodwin.” I wanted to say ‘I love you, Joan,’ but I could not get the words out.

“Much as we might want to keep going, Sweetie, we have to stop.” She smiled down at me. “We’ve made a mess of the living room and my bed. We need to tidy up before Jack comes home.”

The mention of her husband made me feel sick to my stomach. I just cuckolded Mr. Goodwin. My upbringing told me that it was a sinful thing to do. Joan noticed the queasy look on my face. She held me tightly.

“I know, Sweetie,” she said softly and slowly. “It may not be right, but you are very special to me, Andrew. And Jack has given up his rights to me. I’ve been lonely for a man’s touch.”

This time I was able to get the words out. “I love you, Joan.”

“I love you too, Andrew, my dearest, my Sweetie.” We hugged tightly again. “Now come on, we’ve got work to do.”

Joan directed me to have a quick wash in her bathroom while she stripped the bed. Joan brought me my clothes. I was a little disappointed that while I was washing up she had gotten dressed again.

Things were all quiet when Mr. Goodwin came home from work. A load of laundry was in the washer, and I was sitting chastely with Mrs. Goodwin on the sofa looking at scrapbooks from when she ran track at university.

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